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Financial statements Georg Fischer Ltd

Notes to the financial statements

1General information

These annual financial statements were prepared in accordance with the provisions on commercial accounting of the Swiss Code of Obligations. The main principles applied that are not prescribed by law are described below. 
Georg Fischer Ltd (GF), Schaffhausen (Switzerland), reports its consolidated financial statements on the basis of a recognized standard (Swiss GAAP FER) and has therefore, in accordance with the legal provisions, decided to not to provide a management report, a cash flow statement or a note on the audit fees.

In 2021, Georg Fischer Ltd employed 104 full-time equivalents on average (previous year: 90).

2Significant accounting principles

2.1 Financial income and expenses

Financial assets and interest-bearing liabilities from GF Corporate Companies in foreign currencies are valued at year-end exchange rates. Realized currency gains and losses, and all unrealized losses are recognized, whereas unrealized gains are not recognized.

2.2 Financial assets

The valuation is carried out at nominal values, taking into account any value adjustments required.

2.3 Investments

Investments are valued according to the principle of individual valuation. In addition, further overall value adjustments can be made.

2.4 Interest-bearing liabilities

Interest-bearing liabilities are recognized at nominal value. Placement costs of bonds and bond premiums are accrued over the duration of the bond.

2.5 Derivative financial instruments

Derivative financial instruments are used for hedging purposes. These instruments are measured at actual value together with the underlying transaction. Changes in actual value are recognized in the income statement.

2.6 Treasury shares

Treasury shares are recognized at cost and deducted from shareholder’s equity. The gain or loss from the sale or transfer of treasury shares is recognized in shareholder’s equity as an increase or reduction in retained earnings.

3Disclosure on income statement and balance sheet positions

3 Disclosure on income statement and
balance sheet positions

3.1 Income from GF Corporate Companies

The income from GF Corporate Companies consisted primarily of licensing income for the use of the corporate brand as well as income for other services provided centrally.

3.2 Commission income from GF Corporate Companies

This position contains commission income from GF Corporate Companies for guarantees issued.

3.3 Other operating expenses

The main expense items relate to external consulting services, marketing expenses, compensation for the Board of Directors, and IT costs.

3.4 Financial income and expenses

The financial income mainly includes interest income on the loans granted to GF Corporate Companies. The financial expenses includes interest expenses for the outstanding bonds of CHF 400 million, interest expenses for the interest-bearing liabilities granted from GF Corporate Companies as well as losses on foreign currencies.

3.5 Cash and cash equivalents

This balance sheet item includes bank accounts in the amount of CHF 108 million (previous year: CHF 102 million) and fixed-term deposits in the amount of CHF 315 million (previous year: CHF 305 million).

3.6 Financial assets GF Corporate Companies and third parties

Financial assets GF Corporate Companies contain long-term loans. 

Financial assets third parties include subordinated loans in the form of mezzanine financing in the amount of CHF 60 million (previous year: CHF 64 million). The reduction was mainly due to currency effects.

3.7 Investments

Direct and indirect investments in GF Corporate Companies include the companies listed in note 4.2 Affiliated companies in the consolidated financial statements.

3.8 Long-term interest-bearing liabilities third parties

This balance sheet item contains a 10-year bond in the amount of CHF 200 million with a coupon of 1.05% and a maturity date of 20 April 2028, as well as a 9.5-year bond issued on 25 September 2020 in the amount of CHF 200 million with a coupon of 0.95% and a maturity date of 25 March 2030.

3.9 Provisions

The provisions mainly concern currency risks.

3.10 Share capital

As of 31 December 2021, the share capital comprised 4’100’898 registered shares with a par value of CHF 1 each. Total dividend-bearing nominal capital amounted to CHF 4’100’898.

Until 14 April 2022, the maximum authorized share capital is CHF 400’000 divided into 400’000 registered shares, each with a par value of CHF 1. The conditional capital consists of a maximum of 400’000 shares divided into 400’000 registered shares, each with a par value of CHF 1.
The maximum amount of the authorized or conditional capital is reduced by the amount of authorized or conditional capital created through the issue of bonds or similar debt instruments or new shares.

3.11 Allocated treasury shares

 

 

2021

2020

 

Allocated treasury shares

Total in CHF 1’000

Allocated treasury shares

Total in CHF 1’000

 

 

 

 

 

Board of Directors

1’247

1’538

1’396

1’297

Executive Committee

594

641

1’189

1’058

Senior Management

5’012

4’690

4’971

4’561

Total

6’853

6’869

7’556

6’916

3.12 Treasury shares

 

 

 

2021

2020

 

Number of shares

Transaction price (Ø) in CHF

Total in CHF 1’000

Number of shares

Transaction price (Ø) in CHF

Total in CHF 1’000

 

 

 

 

 

 

 

Balance at 1.1.

7’682

929

7’139

7’173

918

6’585

Purchases

8’472

1’322

11’201

8’065

926

7’470

Transfers (share-based compensation)

–6’853

1’002

–6’869

–7’556

915

–6’916

Balance at 31.12.

9’301

1’233

11’471

7’682

929

7’139

4Additional information

4.1 Contingent liabilities

CHF 1’000

31.12.2021

31.12.2020

 

 

 

Guarantees and pledges to GF Corporate Companies in favor of third parties

1’511’095

1’526’280

Guarantees to third parties

90’266

90’222

Guaranteed maximum amount

1’601’361

1’616’502

Thereof utilized

755’381

651’009

In addition, Georg Fischer Ltd bears joint liability with regard to the Swiss Federal Tax Administration for the amounts due of value-added tax of all the Swiss GF Corporate Companies.

4.2 Pension fund obligations

At year-end 2021, pension fund obligations amounted to CHF 1.7 million (previous year: CHF 2.2 million).

4.3 Residual amounts of lease liabilities

As in the previous year, there are no material lease liabilities which cannot be terminated within twelve months.

4.4 Significant shareholders

An overview can be found in the Corporate Governance Report (GF share and shareholders).

4.5 Shareholdings of Members of the Board of Directors and Executive Committee

As at 31 December 2021 and 2020, Members of the Board of Directors as well as parties related to them held the following number of Georg Fischer shares:

Member

Function

31.12.2021

31.12.2020 1

 

 

 

 

Yves Serra

Chairman Board of Directors Chairman Nomination and Sustainability Committee

9’045

8’745

Hubert Achermann 2

Vice Chairman Board of Directors Independent Lead Director Chairman Audit Committee Member Compensation Committee Member Nomination and Sustainability Committee

889

989

Riet Cadonau

Member Compensation Committee

855

705

Peter Hackel

Member Audit Committee

257

107

Roger Michaelis

Member Nomination and Sustainability Committee

1’456

1’306

Eveline Saupper

Chairwoman Compensation Committee

1’517

1’367

Jasmin Staiblin

Member Audit Committee

1’634

1’484

Total Board of Directors

 

15’653

14’703

1 The number of Georg Fischer registered shares amounted to 15’592 in 2020 and included the registered shares of Zhiqiang Zhang (Member Compensation Committee until 21 April 2021), which amounted to 889.

2 Member Compensation Committee since the Annual Shareholders' Meeting 2021 (since 22 April 2021).

As at 31 December 2021 and 2020, Members of the Executive Committee as well as parties related to them held the following number of Georg Fischer shares:

Member

Function

31.12.2021

31.12.2020

 

 

 

 

Andreas Müller

CEO, Head of Corporate Development

608

410

Mads Joergensen

CFO, Head of Corporate Finance & Controlling

440

440

Joost Geginat

President of GF Piping Systems

457

259

Carlos Vasto

President of GF Casting Solutions

49

112

Ivan Filisetti

President of GF Machining Solutions

620

680

Total Executive Committee

 

2’174

1’901

As at 31 December 2021, a total of 17’827 shares (previous year: 16’604) were held by the Board of Directors and the Executive Committee, corresponding to 0.4% of issued shares (previous year: 0.4%).

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

https://annual-report.georgfischer.com/21/en/wp-json/public/posts/