4. Corporate structure

During the year under review, the scope of consolidation changed as follows:

During the previous year, the scope of consolidation changed as follows:

For this presentation, the translation of the original currency values into Swiss francs was calculated using the exchange rates of the respective transaction date. The total cash-out for increase in ownership, earn-out payments and the acquisition of Oxford Flow Utility & Industries Limited amounted to CHF 6 million (previous year: CHF 5 million).

On 24 February 2020, 7.55% of the capital of Oxford Flow Utility & Industries Limited was acquired with an option to acquire up to 23% of the capital in 2021. As of 31 December 2020, no control and no significant influence was assumed and the investment was recorded as a financial asset (see note 5.2 Other financial assets).

Acquisition of 100% of the shares of the specialized service provider for the marine industry, Global Supply Company LLC. Control was assumed as of 1 August 2019. Global Supply Company LLC services the retrofit market for cruise ships in the USA. The company renamed to GF Marine USA and merged into George Fischer LLC, Irvine, USA.

Sale of 100% of the shares in the iron foundry in Herzogenburg supplying the automotive industry with a dedicated workforce of around 250 employees and annual sales of approximately CHF 75 million. GF facilitated the sale by providing a vendor loan of CHF 10 million to the buyers consisting of the former management. Because of the divestment, all assets and liabilities of the formerly fully owned company were deconsolidated on 1 October 2019. See also note 5.2 for further details.

Companies acquired are consolidated from the date on which control is obtained, while companies divested are excluded from the scope of consolidation as of the date on which control is lost, with any gain or loss recognized in the income statement.

The assets and liabilities of acquired companies are valued at actual values at the time control is obtained. Assets and liabilities of divested companies are valued at book values at the time control is lost. Local currency values are translated into Swiss francs at the exchange rates of the respective transaction date.

1 Directly held by Georg Fischer Ltd.

Division
CM = Corporate Management
PS = GF Piping Systems
CS = GF Casting Solutions
MS = GF Machining Solutions

Consolidation
C = Fully consolidated
P = Proportionately consolidated
E = Stated based on the equity method
F = Stated at estimated fair value

Function
H = Holding
P = Production
M = Management and Services
S = Sales

Status as of 31 December 2020

Related parties include associates, members of the Board of Directors and the Executive Committee, pension funds and similar institutions.

CHF 0 million of loans to associates (previous year: CHF 75 million) and contingent liabilities to associates in favor of third parties of CHF 0 million (previous year: CHF 76 million) were outstanding. The change is explained by the sale of remaining ownership in associates, see note 5.2.

Total compensation to the Board of Directors and Executive Committee is broken down as follows:

The members of the Board of Directors received a fixed number of Georg Fischer restricted shares and a fixed remuneration paid in cash. The total compensation of the Board of Directors is recognized as operating expenses, see note 1.3 (1.3.1 Operating expenses) and the information in the Compensation Report. The valuation of the restricted shares is based on the year-end share price of CHF 1’140.00 (previous year: CHF 983.00). A total of 1’396 restricted shares were granted to the Board of Directors (previous year: 1’501).

The compensation for the Executive Committee consists of a long-term share-based incentive, a short-term cash incentive and a fixed base salary. The share-based incentive is granted in the form of performance shares. The total compensation of the Executive Committee is recognized as personnel expenses, see note 1.3 (1.3.2 Personnel expenses) and the information in the Compensation Report. The valuation of the performance shares is based on the year-end share price of CHF 1’140.00 (previous year: CHF 983.00). In order to derive the value of the performance shares, a financial model was used that takes into consideration the specific performance criteria linked to the performance shares, namely the earnings per share criteria and the relative total shareholder return criteria, see also the Compensation Report. A total of 1’764 performance shares were granted to the Executive Committee (previous year: 1’644).

No member of the Executive Committee or the Board of Directors or any persons related to them received any fees or other compensation for additional services to Georg Fischer Ltd or its Corporate Companies in 2020 and in 2019.

Neither Georg Fischer Ltd nor its GF Corporate Companies granted any guarantees, loans, advances, or credit facilities to members of the Executive Committee or the Board of Directors or to any persons related to them.

The detailed disclosure of the compensation and shareholdings of the members of the Board of Directors and the Executive Committee in accordance with Swiss law can be found in the Compensation report, respectively in the financial statements of Georg Fischer Ltd in note 6 Compensation and shareholdings.

The Corporation holds current accounts with some of its related pension funds and similar institutions. As of the end of the financial year, it had a liability of CHF 3 million (previous year: liability of CHF 1 million). The current accounts bear an interest of 1%. Furthermore, contributions of CHF 1 million were made to similar institutions (previous year: CHF 1 million).