Financial statements Georg Fischer Ltd
Notes to the financial statements
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).
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.
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 |
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.