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.

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.

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

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

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

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.

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.

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.

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

This position includes value adjustments on investments held by Georg Fischer Ltd.

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

The financial income mainly includes interest income on the loans granted to GF Corporate Companies. The financial expenses include technical value adjustments of CHF 24 million on non-current loans that were necessary due to the increase in global interest rates and discount rates (previous year: CHF 1 million). Furthermore, the position mainly includes interest expenses for the outstanding bonds of CHF 400 million. 

This balance sheet item includes bank accounts in the amount of CHF 103 million (previous year: CHF 108 million) and fixed-term deposits in the amount of CHF 235 million (previous year: CHF 315 million).

Financial assets GF Corporate Companies contain long-term loans. 

Financial assets third parties mainly include loans in the form of mezzanine financing and loans secured by properties in the amount of CHF 92 million (previous year: CHF 60 million). The net increase includes granting of new loans, negative currency effects as well as technical value adjustments.

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

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.

The provisions mainly concern currency risks.

The Annual Shareholders' Meeting on 20 April 2022 approved a share split in the ratio of 1:20, resulting in 82’017’960 registered shares at a par value of CHF 0.05 each. As of 31 December 2022, the number of registered shares and the par value were unchanged. The dividend-bearing nominal capital amounted to CHF 4’100’898.

Until 19 April 2024, the maximum authorized share capital is CHF 400’000 divided into 8’000’000 fully paid-in registered shares with a par value of CHF 0.05 each. The conditional capital consists of a maximum of CHF 400’000 divided into 8’000’000 fully paid-in registered shares with a par value of CHF 0.05 each. 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.

Treasury shares were allocated as part of the share-based compensation as follows:

The decrease in guarantees and pledges to GF Corporate Companies in favor of third parties is mainly due to a bond repayment on 12 September 2022 of Georg Fischer Finanz Ltd in the amount of CHF 150 million.

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.

At year-end 2022, there were no pension fund obligations (previous year: CHF 1.7 million).

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

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

As at 31 December 2022 and 2021, members of the Board of Directors as well as parties related to them held the following number of Georg Fischer shares:

As at 31 December 2022 and 2021, members of the Executive Committee as well as parties related to them held the following number of Georg Fischer shares:

As at 31 December 2022, a total of 392’684 shares (previous year adjusted for share split: 356’540 shares) were held by the Board of Directors and the Executive Committee, corresponding to 0.5% 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.

In the year 2022, an equal pay analysis was conducted with a certified external partner applying an accepted method. The outcome confirmed compliance with internal equal pay for equal work pay practices and guidelines. The equal pay analyses is currently verified by an external auditor. The outcome of the audit will be disclosed in the next report.

In 2022, Georg Fischer Ltd employed 123 full-time equivalents on average (previous year: 104).