14Annual Report - Von Roll Group

Transcription

14
Annual Report
We Enable Energy
Von Roll in 2014
Letter to shareholders
Business development
Global presence
Von Roll Insulation
Von Roll Composites
Other activities / Von Roll Water
The Von Roll share
2
4
8
10
12
14
16
Corporate Governance
Group structure and shareholders
Capital structure
Board of Directors
Executive Management
Remuneration, profit-sharing and loans
Participatory rights of shareholders
Change of control and defence measures
Auditor
Information policy
Auditor’s report on the consolidated financial statements
29
29
32
35
Financial reporting
Consolidated financial statements
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
17
17
18
20
25
27
27
28
28
28
Remuneration Report
Remuneration philosophy and basic principles
Remuneration during the financial year
Auditor’s report on remuneration
2
37
38
39
40
41
42
92
Financial statements of Von Roll Holding AG
Income statement 94
Balance sheet 95
Notes to the statutory financial statements 96
Allocation of accumulated results 100
Auditor’s report on the financial statements 1 0 1
Glossary
104
Key figures
in 1,000 CHF
2014
2013 4
( restated)
Order intake
416,382
436,162
Net sales
418,844
417,805
EBIT
– 32,495
– 6,113
Net income for the period
– 90,204
– 36,323
3,032
14,508
Capital expenditures
Cash flow from operating activities
35,480
24,958
Equity
124,677
200,829
Equity ratio (%)
Number of employees (FTE)
26 %
40 %
2,268
2,551
2014
2013 4
( restated)
Key figures per share
in CHF
EBIT 1
– 0.18
– 0.03
Cash flow from operating activities 2
0.02
0.08
Equity 3
0.70
1.13
184,778,889
184,778,889
Number of issued shares
Share price ( high )
2.03
2.20
Share price (low)
1.30
1.30
Share price (end of period)
1.36
1.39
251,299
256,843
Market capitalisation (in CHF 1,000)
1
EBIT/weighted average number of shares outstanding
2
Cash flow from operating activities /weighted average number of shares outstanding
3
Consolidated equity/weighted average number of shares outstanding
4
See Note 2 of the consolidated financial statements
Share of total sales
Asia 22.5 %
EMEA 1 54.7 %
America 22.8 %
Net sales by region
in CHF 1,000
EMEA 1
Other
3.5 %
Composites 29.9 %
Insulation 66.6 %
Other
3.0 %
Composites 30.0 %
Insulation 67.0 %
229,047
219,210
95,567
95,727
Asia
94,230
102,868
418,844
417,805
2014
2013 2
(restated)
Von Roll Insulation
279,046
273,667
Von Roll Composites
125,304
133,086
Net sales by segment
in CHF 1,000
Other activities
Total
Share of order intake
2013 2
(restated)
America
Total
Share of total sales
2014
14,494
11,052
418,844
417,805
2014
2013 2
(restated)
278,852
277,335
125,016
135,693
Order intake by segment
in CHF 1,000
Von Roll Insulation
Von Roll Composites
Other activities
12,514
23,134
416,382
436,162
2014
2013 2
(restated)
Von Roll Insulation
– 2,810
3,229
Von Roll Composites
– 17,781
– 926
– 11,904
– 8,416
– 32,495
– 6,113
2014
2013 2
(restated)
1,281
1,298
923
972
Total
EBIT by segment
in CHF 1,000
Other activities
Total
Von Roll Insulation
Von Roll Composites
Other activities
Total
64
281
2,268
2,551
1
EMEA: Europe, Middle East and Africa
2
We Enable Energy
2
Letter to shareholders
Dear Shareholders
2014 was a year of planned change for Von Roll. As
announced, we have turned our focus fully to our
core business, Insulation and Composites. The trans
formers business, which has generated losses for a
number of years, was sold during the reporting year.
This sale resulted in a “ last time” significant negative
impact on Von Roll’s result in 2014. We are also working rapidly to implement our restructuring measures,
which means that the result is also being affected by
start-up costs. After several years of declining sales,
we were able to stabilise our figures at the previous
year’s level. New customers and new applications
made up for lost business in power generation, a
main market, and in the Composites division.
The Düren site in Germany will be shut down by the
end of 2015. With the exception of the product group
“ moulded parts”, all products will continue to be
manufactured at various Von Roll Group plants. This
discontinued product group is not part of our core
business.
The consolidation of our global plant network is continuing apace. The facility in Dunstable, England,
was closed in December 2014. In the meanwhile,
Von Roll has optimised its production setup in India,
concentrating all manufacturing output at a modern
N elamangala, near Bangalore, working at
plant in
full c apacity. The other two sites will be cleared and
sold. In the USA, the Monmouth Junction plant will
be fully incorporated into the Schenectady site by
April 2015.
These measures will improve capacity utilisation and
efficiency, significantly reducing the share of fixed
costs. The initiatives we have introduced and the
implementation of our strategy will also continue in
2015 in line with our plans and will already begin to
have an impact in the current financial year, 2015.
At the same time, we are investing in state-of-theart, high-performance machinery and equipment to
supply our demanding markets on time and to the
required standard of quality.
Apart from plant optimisation, we are emphasising
the development of our markets. In our core areas, we
have invested in research and development, including
new applications. Von Roll will launch a series of new
products this year, primarily for the aircraft construction, high-speed train drive units and energy storage.
Modest global economic growth and persistently
heavy pressure on prices will remain in 2015. There
are three main reasons for this. First, the restructuring measures are still having an impact and, second,
the market trend is expected to be subdued. Weak
demand is an issue, particularly in traditional power
generation sectors, such as hydropower and thermal power stations. Our customers are experiencing
another period of consolidation and concentration.
The third reason is the strength of the Swiss franc
in relation to other major currencies. The surprising
and unexpected move by the Swiss National Bank
will impact our result in 2015 and will pose an additional challenge, especially to products with high
local costs at our Swiss site. The counterm easures
which have already been taken will only have an
effect in the medium term.
As a result of the planned reorganisation of Von Roll
H olding AG and the associated costs, the Board of
Directors will propose to the shareholders that no
dividend be paid for 2014.
On behalf of the Board of Directors and the Execu
tive Management, we would like to extend our thanks
to our customers, suppliers and of course to you, our
shareholders, for your loyalty and trust.
In particular, we would also like to thank our employ
ees for all their hard work and great dedication in an
extremely challenging economic environment.
Au / Wädenswil, March 2015
Dr. Peter Kalantzis
Chairman of the Board of Directors
Achim Klotz
Chief Executive Officer
4
Overall, the economic environment developed
slightly more favourably than in the previous year.
Demand increased in Europe, North America and the
Middle East. In the BRIC countries ( Brazil,
Russia,
India and China) on the other hand, demand was
fairly subdued. The reasons behind these trends are
different and varied.
Von Roll posted Group sales of CHF 418.8 million for
financial year 2014, up slightly on the previous year’s
CHF 417.8 million.
It was pleasing that EMEA, our largest market, managed to recover, with sales in this region increas
ing by 4.5 % to CHF 229.0 million. However, the
Americas region experienced a downturn. Whilst we
expanded our activities in North America, our South
American market share shrank. This led to an almost
unchanged sales figure of CHF 95.6 million. Sales
in Asia fell by 8.4 % to CHF 94.2 million.
Order intake for financial year 2014 stood at
CHF 416.4 million, as against CHF 436.2 million in the
previous year. While the Insulation division’s order
intake was more or less stable, the Composites and
Water sectors saw theirs drop sharply.
Transformers and one-off effects impact on the
business result
In the reporting year 2014, EBIT was negative at
CHF – 32.5 million. Adjusted for the one-off effects
totalling CHF 31.4 million, EBIT would have been
slightly negative.
These non-recurring effects include restruc
turing
costs incurred due to closing plants in Düren
Germany), Monmouth Junction (USA), Dunstable
(
(England) and Peenya (India). Additional project and
consulting costs are factored into the operating EBIT.
Despite these effects, the gross margin increased
in Insulation and Composites, both core areas of
business. The gross margin rose from 17.4 % to 18.2 %
in the Insulation division and from 16.9 % to 17.2 % in
the Composites division. This is a key indicator of
our future business because it reflects both capacity
utilisation and customer demand.
Operating cash flow stabilised
Von Roll posted positive cash flow from operating
activities of CHF 3.0 million in financial year 2014, down
from CHF 14.5 million in 2013. Investment in property,
plant and equipment increased by CHF 10.5 million to
CHF 35.5 million.
The equity ratio fell from 40.4 % as at 31 December 2013
to 26.3 % as at 31 December 2014.
Adjusted EBIT
in CHF 1,000
EBIT
One-time effects
Recurring EBIT
2014
2013
(restated )
– 32,495
– 6,113
– 31,438
– 9,633
– 1,057
3,520
Business development in the Insulation division
Von Roll Insulation posted sales of CHF 279.0 million
in 2014, up by 2.0 % on the previous year. The Insulation business is still the mainstay of the Group’s sales,
contributing 66.6 %. Order intake in the I nsulation business rose slightly in the reporting year, up by 0.5 %
from CHF 277.3 million in 2013 to CHF 278.9 million.
All key figures enjoyed a positive trend in the EMEA
region. The wind turbine, cables and automotive
industry markets in particular achieved significant
growth. We were able to gain considerable market
share in the Middle East, seeing high demand for
mica tapes for fire-resistant cables in this region. Our
liquids product segment saw particularly encouraging
development in the EMEA region, while the demand
for Von Roll mica tapes also increased.
America reported a pleasing level of comprehensive
income, primarily thanks to the trend in North America.
Business in the USA and Canada recovered significantly in the second half of the year. Solid demand from
large generator manufacturers in the hydro-oil and gas
sector was the main contributor to this positive picture.
The repairs industry for high- and low-voltage motors
experienced an upturn. We were able to gain further
market share in South America, although the poor eco-
5
nomic situation in this area overall made customers
reluctant to invest and prevented sales from increasing
in Latin America.
Business in Asia fell below expectations. The low-
voltage sector saw a positive trend in the c
onsumer
goods and electronics industry markets in this
region, while we enjoyed successful sales of our
resin products and flexible laminates in this seg
ment. Prices are still under extreme pressure in the
Asian markets. Insufficient opportunities for local
production and local competitors are limiting our
success on the market.
The high-voltage sector showed initial signs of mounting a global recovery. We received more orders from
large generator manufacturers than in the previous
year. The demand for products used in high-voltage
motors in China and North America also increased
thanks to the buoyant repair business.
Sales in the low-voltage sector continued to rise, a
positive trend underpinned by the automotive and
consumer goods industries.
The all-important gross margin was increased by
0.8 percentage points from 17.4 % to 18.2 %.
Von Roll Insulation : key figures
in CHF 1,000
2014
2013
279,046
273,667
Gross margin
50,818
47,596
– In %
18.2 %
17.4 %
– 2,810
3,229
Net sales
EBIT
One-time effects
– 10,284
– 3,870
Recurring EBIT
7,474
7,099
Number of employees ( FTE)
1,281
1,298
6
Business development in the Composites division
Sales in the Von Roll Composites division fell by 5.8 %
to CHF 125.3 million in financial year 2014. The division
contributed 29.9 % to Group sales. Order intake fell by
7.9 % to CHF 125.0 million during the reporting year.
Overall, the Composites division performed below
expectations. The market for composite applications,
specifically in the traditional power generation s
ector,
proved extremely challenging. The purchasing p
ower
of customers increasingly active on a global basis and
the cut-throat nature of the competition put
prices
under heavy pressure, which was exacerbated by the
producer markets’ continued migration to Asia and
other low-cost regions. Focusing and optimising the
value chain won us several projects in this market
towards the end of the year.
The division was also able to benefit from growth in
the automotive industry, specifically with products
for sophisticated applications in high-performance
engines.
The transmission of renewable energies such as wind
and solar power (“smart grids”) also remained a
growth area. Von Roll’s customers in this field include
the HVDC market ( high-voltage direct current), with
the company supplying numerous products ranging
from profiles to threaded rods, and integrating them
to create complete solutions. Von Roll won some new
energy storage customers and opened up new ap
plications in 2014.
Despite the weaker sales figures, the gross margin
improved slightly from 16.9 % to 17.2 %.
A lack of large-scale orders for thermal insulation
and a number of postponed projects, primarily in the
smelter business, led to a significant drop in sales in
this segment.
The second half of the year saw a positive trend in the
ballistics market segment. The demand for personal
protective equipment was affected by global conflicts
and the security situation.
Von Roll Composites : key figures
in CHF 1,000
Net sales
Gross margin
– In %
EBIT
One-time effects
Recurring EBIT
2014
2013
125,304
133,086
21,532
22,522
17.2 %
16.9 %
– 17,781
– 926
– 17,054
– 3,615
– 727
2,689
923
972
Business development in other activities
Von Roll Water increased sales by 31.1 % year-on-year.
As far as the EMEA region was concerned, business in
Western Europe and the Middle East was particularly
pleasing. Von Roll Water gained market share in
German-speaking Europe, consolidating its p
osition
as the market leader for drinking water s
ystems in
southern Germany. The investment climate in the
Middle East remains good, particularly in the U
nited
Arab Emirates. The business unit’s first project in
Oman was completed successfully, with more in the
pipeline.
The situation in Russia worsened due to the Ukraine
conflict. Despite difficult conditions, we see some
good potential for the future in Eastern Europe:
the next European Union funding period for the
renovation of local water infrastructure in the eastern member states (2015 – 2021) has begun. With the
opening of new branches in Hungary and Slovenia,
we are well positioned to take advantage of this. We
are also anticipating investment in the infrastructure
of smaller and medium-sized towns and cities in
Russia to increase.
The stake in WaRoTec GmbH, Aschaffenburg, had to
be written down and a loss incurred because business failed to progress satisfactorily.
7
Von Roll Water secured some new orders in Asia in
2014. One project in China was also concluded and
others were readied for finalisation. Comprehensive
income was hit hard by projects delayed by the late
receipt of permits from local authorities. This a
ffected
both the municipal and industrial sectors and was due
in part to changes in legislation.
Positioning itself as a technology partner, Von Roll
Water is focusing more closely on its core areas of
expertise.
Von Roll Transformers was sold with effect from
30 December 2014 and is no longer part of the Von Roll
Group. Its results are shown separately once again on
page 56 ff. under “discontinued operations”.
8
Global presence
Global presence
Moscow, RU
Piatra Neamt, RO
Wroclaw, PL
Prague, CZ
Augsburg, DE
Ljubljana, SLO
Bradford, GB
Düren, DE
Filderstadt, DE
Bietigheim-Bissingen, DE
Schenectady, US
New Haven, US
Monmouth Junction, US
Valdoie/Delle, FR
Wädenswil, CH
Breitenbach, CH
Meyzieu, FR
Cleveland, US
Trofarello, IT
Douglasville, US
Ghisalba, IT
Budapest, HUN
Maracanau/Fortaleza, BR
Currais Novo, BR
São Paulo, BR
Production
Location
Type of branch
Composites
Administration
Liquids
Mica
Wire
Water
City, country
Production and Sales locations
Sales locations
Production, Sales, Research and
Development locations
Global presence
Qingdao, CN
Shanghai, CN
Tongcheng, CN
Luhe, CN
Shenzhen, CN
Bhopal, IN
Singapur, SG
Nelamangala, IN
Bangalore, IN
9
As a partner for customers active on
a global basis in the energy sector
and in other areas of industry, Von Roll
also has a global presence : the Group
has over 30 locations for production,
s ervice, research and development, or
sales. This offers c ustomers access to
a global network and creates the basis
for
rapid and competent support on
site. This also allows Von Roll to exploit
opport unities that are presented by the
global trends of climate change, rising
e nergy costs, sustainable development
and limited resources.
10
Business units
Von Roll Insulation
The Insulation division is part of Von Roll’s core business and offers products, systems and services for
the electrical insulation of high- and low-voltage
applications.
Our target markets include applications such as
generators for power stations, rotation motors for

industry, traction motors, transformers, chemicals,
oil and gas plant, and the machinery, electronics,
automotive and consumer goods industries.
Our coil production business and taped conductors
for traction motors from India enjoyed increasing
demand.
The division is focusing on developing thin high-
performance mica tapes and new anti-corona tapes
with improved thermal and electrical properties.
We gained market share worldwide with our new generation of Cablosam tapes for fire-resistant cables.
Further improvements to products are in the pipeline.
Highlights 2014
Sales of both new and traditional resin product
lines increased considerably all over the world, with
demand for particularly environmentally friendly
water-based varnishes for the high- and low-voltage
sector up nearly twofold.
A new CMR 1 -free potting resin is currently being
t rialled. Sales of new environmentally friendly resins
for the high-voltage market got off to a good start.
We supplied Von Roll mica tapes to all well-known
hydro generator manufacturers on behalf of Belo
Monte Hydro Power, a new hydro power plant on the
Xingu River in Brazil, thus adding a further flagship
project to our list of references.
1
CMR = carcinogenic, mutagenic and reprotoxic substances
Business units
11
Potting resins for parking sensors in the automotive industry
Von Roll’s products may work discreetly and be hidden away, but they are
nonetheless an indispensable part of everyday life. Did you know that there
might even be some in your car? For instance, potting resins from Von Roll
may well have been used in your parking sensors – one of many possible
examples found in cars.
Parking sensors act as proximity sensors for road vehicles, warning drivers
about obstacles while parking. These systems use either electromagnetic
or ultrasonic detectors to spot objects that are close to the vehicle and
measure their distance from it.
Potting resins from the Von Roll Dolph® product line ensure that the active
electric part of these sensors is protected from moisture, dust, extreme
temperature differences and other environmental factors and is kept clean
to guarantee a long service life.
Von Roll Dolph® potting resins can be used to protect most sensors, including parking sensors, speed sensors, inductive speed sensors, temperature
sensors and positioning sensors.
The state-of-the-art products fulfil European standards. Thanks to the composition of the components, our customers benefit from environmentally
friendly products with minimal volatile organic compound (VOC) emissions.
Von Roll provides cost-effective solutions for today’s high volume pro
duction runs.
12
Business units
Von Roll Composites
The Composites division primarily focuses on manu
facturing and selling composite materials for industry. Its plastic products combine a variety of materials
with different mechanical as well as t hermal and electrical insulation properties. Depending on the combination and customer requirements, c
omposites can
be produced to replace metals such as aluminium in
machinery and equipment. Thanks to their low density, high strength and resistance to corrosion, these
products are being used more and more often in the
production of machinery and equipment. For instance,
they are used successfully in mechanical engineering,
in industrial smelting furnaces, in electric motors and
generators, for energy storage, in aviation and automotive engineering and in many more market sectors
besides. The wide range of possibilities for modifi
cation and customisation offers significant potential
for future composite applications.
In addition to semi-finished products, Von Roll Composites also offers on customised solutions such as
machined parts to meet the needs of a wide variety
of sectors.
Highlights 2014
The aerospace industry remained a growth m
arket. The
mega trend of mobility and lightweight c
onstruction
boosted demand for composite m
aterials, enabling us
to record above-average growth in this market with our
products. We can see further p
otential in this area with
newly developed products for all regions.
Positive development was also reported in the automotive industry, where Von Roll offers new and innovative products for sophisticated applications and
optimises them in step with increasing demand.
Newly developed preassembled components were
used successfully in new areas of energy trans
mission and storage. We will be able to increase our
share of value added in future thanks to new energy
storage applications.
Business units
13
Composites for the aviation industry
Thanks to the wide range of possible combinations of special
resin formulations and selected reinforcing materials, composites
can be used for many aviation applications, such as in a
ircraft
components. The areas of the aircraft body shown in the illustration
are just a few examples of many.
Another is the service trolley used on board. The manufacturers of
trolleys like these prefer using composites rather than a
luminium
to make the side panels. These trolleys are as robust as they are
light, composites in the aviation industry meet the vital requirement
of reducing weight while remaining highly functional.
Another indispensable property of the Von Roll composites
used here is their fire resistance – they are flame-retardant and
low-fuming – which can only be achieved by choosing the ideal
combination of raw materials to use.
As requirements differ depending on how the materials are used
in the aircraft, a wide variety of composites ( based on glass or
carbon fibre) are available to achieve the required properties as
successfully as possible.
Von Roll is constantly enhancing its product portfolio in this
s ector to secure further market share in the future.
14
Business units
Other activities / Von Roll Water
Von Roll Water is one of the other activities of the
Von Roll Group. Von Roll Transformers was sold with
effect from 30 December 2014 and is no longer part
of the Group. The higher-level Technologies division
therefore no longer exists (see also Note 5 on the
business segments in the financial section).
Projects currently under construction include a
large drinking water system in Mauritius, a municipal
sludge treatment plant in Hungary, a process water
facility in Germany and a sewage treatment plant in
China, which is due to be signed off in the second
quarter of 2015.
Von Roll Water
These prestigious projects are set to be very im
portant for winning further major orders for high-
capacity plants.
Von Roll Water ( Von Roll BHU Umwelttechnik GmbH )
provides s olutions and concepts for technical process tasks in water and wastewater treatment for
municipal and industrial applications, both for new
facilities and for upgrading existing ones.
After successfully expanding its business, new
branches were opened in Slovenia and Hungary in
2014. Business operations in the Middle East were
also furthered with a new industry partner a
dded
in Dubai, while market presence in Russia was
reinforced.
Business units
Highlights 2014
Von Roll BHU secured most of the drinking water
p rojects put out to public tender in southern Ger
many. Using largely standardised membrane systems for well water treatment based on ultra- and
nanofiltration, we set outstanding standards with
regard to water quality and the energy effic iency of
the treatment process.
The biomembrane system technology was successfully introduced with the completion of a wastewater
facility in Oman. The Middle East and Russia will be
future key markets for this technology.
15
Our process water treatment activities for industry
were expanded further. Despite strong competition,
we won two more projects with our own
patented
BiosS-Treat 2 technology in both Germany and
C hina. Previous successes achieved with existing

key customers in Europe were reaffirmed by repeat
orders, while the BiosS-Treat process attracted some
new customers in China.
LHPS = flocculation, sedimentation, treatment
(Lamellar High Performance Settler)
1
BiosS-Treat technology = prevents and reduces bacteria formation
through biological pre-treatment
2
LHPS (Lamellar High Performance Settler ) 1 technology has been implemented in both municipal and
industrial projects with good results, buoyed by the
increasing number of highly functional plants that
can serve as reference projects.
The ultrafiltration process for treating fresh and drinking water
According to the European Water Charter, the quality requirements for drinking water must be met at all times. Impurities
caused by bacteria, microorganisms and clouding cannot be
sufficiently eradicated using conventional water treatment
methods in the event of rainfall or snowmelt, for example. This
is where the innovative ultrafiltration technique comes in.
Ultrafiltration is a fine filtration method via a filter with
icroscopic pores known as a membrane. This forms an
m
impenetrable barrier in the water for bacteria, viruses,
m icroorganisms and particles which cause clouding.
An ultrafiltration membrane works like this: the raw water
flows inside the pipe-shaped hollow fibre. As the pressure
builds up, it is pushed out through the membrane and any
particles, microorganisms, viruses, etc. are held back on the
membrane.
Von 
Roll BHU Umwelttechnik handles the entire order
p rocess for ultrafiltration facilities of this kind, including all
aspects relating to processes, machinery and elec
t ronics.
C apacities range from a few litres per second to facilities
treating
s everal hundred cubic metres every hour. This
makes Von Roll BHU one of the leading plant builders using
this technology.
16
Von Roll share
Von Roll share
The shares are traded on the Swiss stock exchange (SIX Swiss Exchange) and are
included in the Swiss Performance Index SPI. They are also traded in Frankfurt
and New York.
On 31 December 2014, 184,778,889 bearer shares with voting rights in Von Roll
Holding AG, each with a nominal value of CHF 0.10, were authorised for trading on
the Swiss stock exchange in Zurich.
The principal shareholder is the von Finck family with 67.41 % of shares, which
includes treasury shares of Von Roll Holding AG (3.82 %).
Share performance 2014
in CHF
Von Roll
SPI ( n ormalised )
2.25
2.00
1.75
1.50
1.25
1.00
Jan
Feb
March
April
May
June
July
Aug
Sept
Oct
Nov
Dec
Listing information
Stock exchange listing
SIX Swiss Exchange Symbol: ROL
Security number
324.535
ISIN
CH0003245351
Reuters
ROL.S
Bloomberg
ROL SW
2014
2013
184,778,889
184,778,889
Price high ( in CHF)
2.03
2.20
Price low ( in CHF)
1.30
1.30
Price on balance sheet date ( in CHF)
1.36
1.39
251,299
256,843
83,829
84,345
Market capitalisation (units of CHF 1,000)
Trading volume (daily average)
18 March 2015 :
Balance sheet press conference, Annual Report 2014
Zurich, Switzerland
15 April 2015 :
Annual General Meeting,
Regensdorf (ZH), Switzerland
Stock market data
in CHF
Financial calendar
25 August 2015 :
Semi-annual Report 2015
Von Roll contact
Claudia Guentert
Corporate Communications
Phone +41 44 204 35 29
Fax +41 44 204 30 07
E-mail [email protected]
www.vonroll.com
17
Von Roll Holding AG is organised in accordance with
Swiss law and meets current requirements regarding
complies
Corporate Governance. This publication
with all the requirements imposed by the SIX Swiss
Exchange (Swiss stock exchange) regarding information on Corporate Governance (
C orporate
Governance Directive of 1 September 2014). Since

11 August 1987, Von Roll Holding AG, with its registered office in CH -4226 Breitenbach, Passwangstrasse 20, and with a further business address at
Steinacherstrasse 101, CH-8804 Au / Wädenswil, has
been listed on the SIX Swiss Exchange (symbol: ROL,
s ecurity number: 324.535, ISIN: CH0003245351).

As of 31 December 2014, the market capitalisation
amounted to TCHF 251,299 ( 2013: TCHF 256,843).
1. Group structure and shareholders
1.1 Group structure
1.1.1 Operating group structure
Von Roll Holding AG and its subsidiaries focus their
operating activities on the Von Roll Insulation and
Von Roll Composites divisions and the Von Roll Water
business unit. Further details about the divisions and
business units are available in the “ Financial reporting” section (see Note 5 “Segment reporting”) in this
Annual Report.
Management
For the Von  Roll Group, customer focus, technological
and innovative leadership, as well as the highest
level of quality and service form the basis for long-
standing business relationships. By focusing on our
successful core business and e
xpanding our portfolio, particularly in the direction of forward-looking
and technologically intensive b
usiness segments,
significant added value will be generated, resulting
in a sustained increase in shareholder value. The
foundation for this is c
onstant optimisation of processes, costs and quality. To ensure sustained
success, Von Roll relies on its b

operating
usiness
system for corporate management. With the business
operating system, the aim of utilising our potential to
the full and consequently creating long-term value
for our shareholders and clients is pursued. At the
same time, the Von Roll Group strives to rank among
the world’s leading companies in terms of per
formance, transparency and innovation. In so doing,
our employees observe the legal and ethical conditions and demonstrate loyalty to the company. Our
employees agree to comply with the internal code
C onduct ”). They are
of conduct (“Global Code of
also bound by all Group guidelines and directives
published within the Von Roll Group.
1.1.2 Listed companies
There are no other listed companies within the scope
of consolidation of Von Roll Holding AG.
Organisation
Legally the Von 
Roll Group consists of Von 
Roll
Holding AG and its subsidiaries (see Note 23 of the

“
Financial reporting” section in this Annual Report).
The Von Roll Group has two tiers of management: the
Board of Directors and the Executive Management. The
Board of Directors of Von Roll Holding AG is respon
sible for the company’s overall management, its organisational structure, accounting, financial control and
financial planning. The Executive Management consists
of a Chief Executive Officer (CEO), a Chief Financial
Officer (CFO) and the heads of the Von Roll Insulation and Von Roll Composites divisions. The Executive
Management is responsible for operating and ongoing
business management. The organisational structure
is geared to the demands of an integrated technol
ogy company. The Executive Management forms the
top tier of
management, responsible for operating
and ongoing business management. As a result of the
restructure undertaken in 2013, management is the
duty of the manager with responsibility for the corresponding division and business unit.
1.1.3 Unlisted companies
A list of significant unlisted consolidated companies
is disclosed in Note 23 of the “Financial reporting”
section in this Annual Report. In addition, Von Roll
Holding AG holds a 3 % stake in the separate and
independently managed Bank von Roll AG.
1.2 Significant shareholders
In 2014, there were no disclosure notifications re
lating to participations of significant shareholders or
groups of shareholders.
1.3 Cross-shareholdings
There are no cross-shareholdings with other com
panies. Possible cross-shareholdings may result from
the disclosed significant shareholder structure.
18
2. Capital structure
2.1 Capital
The ordinary share capital of Von Roll Holding AG as of
the date of this report amounts to CHF 18,477,888.90,
divided into 184,778,889 bearer shares with a nominal
value of CHF 0.10 each.
2.2 Authorised and conditional capital
The Annual General Meeting on 9  April  2014 approved
the creation of conditional capital. The Board of
Directors is thus entitled to increase the company’s
share capital by up to CHF 3,000,000 by issuing a
maximum of 30,000,000 fully paid-up bearer shares
each with a par value of CHF 0.10 to be subscribed
for by exercising conversion rights granted in connection with debentures or similar bonds of Von Roll
Holding AG or Group companies. Shareholders’ subscription rights were excluded.
2.3 Changes in share capital
On 12 November 2007, the capital increase resolved
by the Extraordinary General Meeting on 13 August
2007 was carried out, increasing the share capital by
CHF 4,619,472.20 from CHF 13,858,416.70 at a nominal
value of CHF 0.10 per share, so that the share capital
increased to CHF 18,477,888.90.
2.4 Shares and participation certificates
As of 31 December 2014, 184,778,889 bearer shares
with a nominal value of CHF 0.10 had been issued
and were fully paid up. One bearer share carries one
voting right. There were no participation certificates
outstanding.
2.5 Bonus certificates
Von Roll Holding AG has not issued any bonus certificates.
2.6 L
imitations on transferability and nominee
registrations
There are no limitations on transferability or nominee
registrations.
due to the dilution protection clause) of Von Roll. The
shares to be delivered upon conversion of the bonds
will be shares made available from the conditional
new share capital (see section 2.2).
The conversion price is set at CHF 2.40. The offering
and redemption price are set at 100 % each. The
convertible bonds will carry a coupon of 1.250 % per
annum, payable annually in arrears. Existing share
holders have been granted advance subscription
rights to subscribe for the convertible bonds in pro
portion to their current shareholding. Through the
conversion of the c
onvertible bonds, one new share
is created for
s even existing shares.
Accordingly,
based on an issue total of CHF 61 million, each shareholder has the right to purchase a bond of CHF 1,000
nominal amount for every 2,913 shares held on
2 June 2014 prior to the start of trading. Any exercise
of conversion rights will dilute earnings per share.
The convertible bond can be redeemed early at any
time if more than 85 % of the original bond total is
converted and/or redeemed or, after 9 July 2016, if
the closing price of the Von Roll Holding AG registered share on the SIX Swiss Exchange is 130 % or
more of the conversion price over a period of 20 out
of 30 consecutive trading days (see also Note 39 on
page 91 and Note 10 on page 98).
2.7.2 S
tock options for senior and middle
management
In 2008, a stock option plan was introduced for senior
and middle management. Non-transferable stock
options may be issued to these managers each year;
however, there is no obligation to grant any options.
The options may be exercised at any time for a p
eriod
of five years for a price determined at the grant date
if, at the time of exercise, the
manager fulfils the
appropriate requirements.
In 2008, a total of 475,000 options to acquire 475,000
shares were granted. These options had lapsed as of
31 December 2013. In 2009, a total of 596,000 options
to acquire 596,000 shares were granted. The exercise
price was fixed at CHF 11.
2.7 Convertible bonds and options
The first 33 ⅓ % of the options granted could be exercised from 1 February 2010. An additional 33 ⅓ % could
be exercised on the same date in both 2011 and 2012.
The exercising period ended on 31 January 2014.
2.7.1 Convertible bonds
As of 18 June 2014, Von Roll Holding AG issued unsecured convertible bonds (stock symbol : ROL14; Swiss
security number: 24523928; ISIN : CH0245239287 ) of
CHF 61 million due in 2020. They are convertible into
25,416,870 bearer shares (subject to any adjustments
The options could only be settled in shares (equity
settlement ). The potential commitment to
provide
shares for options was covered solely by the purchase of shares on the stock exchange.
The options granted were valued on the basis of
the Black-Scholes option pricing model and had
an average fair value of CHF 1.25. The volatility rate
of 43 % was based on historically observed stock
prices. The risk-free interest rate of 2.32 % was based
on Swiss government bonds with similar maturities.
An underlying dividend yield of 1.56 % and fluctuation
of 10 % per year were expected.
19
No options were exercised in the reporting period. As
of 31 December 2014, all options of the tranche issued
in 2009 had lapsed (as of 31 December 2013: 190,830).
The total share capital covered by these stock
option plans was CHF 82,000 (820,000 at CHF 0.10).
For further information, please see Note 30 in the
“ Financial reporting” section on page 77 of this
Annual Report.
20
3. Board of Directors
3.1 Members of the Board of Directors
As of 31 December 2014, the Board of Directors of Von Roll Holding AG comprises the following members :
Name
Nationality
Born
Function
Member since
Term of office
Function
CH /GR
1945
Chairman since 12 /2010
2007
2015
Non-executive
CH
1951
Vice-Chairman
2007
2015
Non-executive
D
1943
Member
2007
2015
Non-executive
Guido Egli
Gerd Amtstätter
Gerd Peskes
August François von Finck
D
1944
Member
2000
2015
Non-executive
CH
1968
Member
201 0
2015
Non-executive
Professional career
Chairman since 12 /2010,
previously Member
Swiss and Greek national
1971 – 1990 :
Various management positions, last position as Delegate to
the Board of Directors of Lonza AG, Basel, Switzerland
Dr. rer. pol., University of Basel,
Switzerland
1991 – 2000 :
General Director and Member of the Executive Management
of the Alusuisse-Lonza Group AG, Zurich, Switzerland from
1991 to 1996 Head of the Chemistry division and then responsible
for Group development from 1997 to 2000
Other activities
Chairman of the Board of Directors of Clair AG, Cham, Switzerland;
Chairman of the Board of Directors of Lamda Development AG,
Athens, Greece; Chairman of the Board of Directors of Degussa
Sonne/Mond Goldhandel AG, Cham, Switzerland; Chairman of the
Board of Directors of Elpe-Thraki AG, Athens, Greece; Member of
the Board of Directors of Mövenpick Holding AG, Baar, S
witzerland;
Member of the Board of Directors of CNH Industrial NV,
Amsterdam, Netherlands; Member of the Board of Directors of
Paneuropean Oil and Industrial Holding SA, Luxembourg; Member
of the Board of Directors of Consolidated Lamda Holdings Ltd.,
Luxembourg; Member of the Board of Directors of SGS SA (Société
Générale de Surveillance), Geneva, Switzerland; Member of the
Board of Directors of Hardstone Services SA, Geneva, Switzerland
Guido Egli
Professional career
Vice-Chairman
Swiss national
1977 – 2001:
Various management positions, e.g. as Director Sales and
Marketing with the Emmi Group, CEO and Delegate to the Board
of Directors of Hero, Lenzburg, Switzerland
Degree from Höhere Wirtschaftsund Verwaltungsschule,
Switzerland, and degree from
the London Business School, UK
21
1996 :
Foundation of own consulting company “ifm Food Marketing”,
Lucerne, Switzerland, with various consultancy mandates in
Switzerland and abroad
2001 – 2014 :
Mövenpick Foods Switzerland Ltd., Baar, Switzerland,
Chairman of the Board of Directors and CEO
2006 – 2014 :
Mövenpick Holding AG, Baar, Switzerland, CEO
Other activities
Chairman of the Board of Directors of Kursaal Casino AG, Lucerne,
Switzerland; Chairman of the Board of Directors of Grand
Casino Luzern AG, Lucerne, Switzerland; Chairman of the Board of
Directors of Casino online AG, Lucerne, Switzerland; Chairman
of the Board of Directors of Parkhaus Casino-Palace AG, Lucerne,
Switzerland; Member of the Board of Directors of Reitzel S.A.,
Fribourg, Switzerland; Member of the Board of Directors of
Provins, Sion, Switzerland; Member of the Board of Directors of
Gamag Management AG, Lucerne, Switzerland
Gerd Amtstätter
Professional career
Member
German national
1971 – 1975 :
Member of the management team of a medium-sized company
Degree in law from the
University of Munich, Germany
1975 – 1998 :
Government of the Free State of Bavaria, Germany, latterly
as Assistant Secretary of State ( Ministerialdirektor) at the Ministry
of Finance
Since 1998 :
General Manager of von Finck’sche Hauptverwaltung
Other activities
Member of the Management Board of Nymphenburg
Immobilien AG, Munich, Germany; Member of the Management
Board of Amira Verwaltungs AG, Munich, Germany; Supervisory
Board Chairman of Custodia Holding AG, Munich, Germany;
Supervisory Board Chairman of Staatl. Mineralbrunnen AG, Bad
Brückenau, G ermany; Supervisory Board Chairman of Oppmann
Immobilien AG, Würzburg, Germany; Member of the Advisory Board
of FidesSecur Versicherungsmakler GmbH, Munich, Germany
22
Gerd Peskes
Professional career
Member
German national
Since 1978 :
Managing Director of Gerd Peskes GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, Germany
Business degree from
Fachhochschule Bochum, Germany,
Professional accountant
Other activities
Vice-Chairman of the Supervisory Board of Custodia Holding AG,
Munich, Germany; Vice-Chairman of the Supervisory Board of
Nymphenburg Immobilien AG, Munich, Germany; Member of the
Supervisory Board of RHI AG, Vienna, Austria; Member of the
Board of Directors of Mövenpick Holding AG, Cham, Switzerland ;
Member of the Board of Directors of Clair AG, Cham, Switzerland;
Supervisory Board Chairman of ARAG SE, Düsseldorf, Germany;
Member of the Supervisory Board of apetito AG, Rheine, Germany;
Member of the Supervisory Board of Claas KGaA, Harsewinkel,
Germany; Chairman of the Supervisory Board of Substantia AG,
Munich, G ermany; Chairman of the Advisory Board of Katjes
Holding GmbH & Co. KG, Emmerich, Germany; Member of the
Advisory Board of LK Mahnke GmbH & Co. KG, Mülheim, Germany
Professional career
Member
Swiss national
Entrepreneur
Other activities
Master of Business
Administration ( MBA ),
Georgetown University, USA,
Bachelor of Science ( BS ), Georgetown
University, USA,
Banking degree, Schweizerischer
Bankverein, Basel, Switzerland
Chairman of the Board of Directors of Carlton-Holding AG,
Allschwil, Switzerland; Board of Directors of SGS SA, Geneva,
Switzerland; Vice-Chairman of Bank Von Roll, Zurich, Switzerland; Supervisory Board of Custodia Holding AG, Munich, Germany; Supervisory Board of Staatliche Mineralbrunnen AG, Bad
Brückenau, Germany
None of the Members of the Board of Directors during the reporting year belonged to either the Executive
Management of Von Roll Holding AG or to one of its subsidiaries, nor did they have significant business
relations with the latter.
3.2 Other activities and interests
Information on the other activities and interests of
the Members of the Board of Directors is shown in
section 3.1.
3.3 Number of permissible activities
The number of external offices and functions is set out
with binding effect in the revised Articles of Association which will be submitted to the Annual General
Meeting for approval on 15 April 2015 (see also section
1.6.4 of the Remuneration Report on page 31).
23
the Board of Directors as often as business operations require. The Board of Directors met 13 times
during the reporting year. In total, the meetings
lasted 27 hours. The dates for the ordinary meetings
are set at an early stage so that most members are
usually able to attend in person.
3.5.2 Committees of the Board of Directors and
their methods of operation
The Board of Directors has the following committees:
Audit Committee
3.4 Elections and terms of office
During the 2014 Annual General Meeting, all Directors
were elected for a further one-year term of office until
the end of the 2015 Annual General Meeting. In accordance with the organisational regulations of Von Roll
Holding AG, each Member of the Board of Directors
is obliged to resign from office at the latest by the
Annual General Meeting of the calendar year following
the calendar year in which that member turns 72.
3.5 Internal organisation
The organisation of the Board of Directors and its
committees is detailed in the organisational regulations. These are available on Von Roll
Holding AG’s
website, www.vonroll.com, under “Organisational Regulations” in the Corporate Governance section, under
“ Media & Investor Relations” (http://www.vonroll.ch/
en/organisationsreglement.html). The following paragraphs summarise the main elements of the organ
isational regulations.
3.5.1 D
ivision of responsibilities on the Board
of Directors
The Board of Directors constitutes itself in line with
statutory regulations and the Articles of Association.
The individual functions are listed in section 3.1. The
Board of Directors appoints a secretary who does
not have to be a Member of the Board of Directors.
The Board of Directors makes its decisions and
decides elections with an absolute majority of the
votes cast. In the event of a tied vote, the Chairman
has the casting vote. The Members of the Executive
Management participate without voting rights in
meetings for the agenda items relating to business
activities. The invitation letter to the meeting shows
all the agenda items that a Member of the Board of
Directors, a committee or a Member of the Executive
Management wishes to discuss. The participants of
the meeting receive detailed written documentation
in advance for all motions. The Chairman convenes
The Audit Committee is a standing committee of the
Board of Directors. It supports the Board of Directors
in the assumption of its responsibility for the Group
in the area of financial reporting, the application of
accounting standards and systems, and the external
audit. The activities of the Audit Committee do not
release the Board of Directors from its legal obligations and the decision-making power remains with the
Board of Directors. The Audit Committee comprises
three Members of the Board of Directors : G. Peskes
(Chairman of the Audit Committee), G. Amtstätter and
Dr. P. Kalantzis. The CFO attends the Audit Committee
meetings. The Audit Committee met three times during
the reporting year. Meetings lasted 2 hours 40 minutes
on average.
Remuneration Committee
The Remuneration Committee is responsible for
monitoring the selection of managers as well as
their terms of employment. The members verify and
propose the remuneration of the Board of Directors
and the managers as well as any option and stock
option plans. The Remuneration Committee has no
decision-
making powers. The duties and competences assigned to the Board of Directors under the
organisational regulations and by law remain with
the full Board of Directors.
The Remuneration Committee may seek outside
expert advice from time to time to support its recommendations. It comprises the Board Members
G. Amtstätter (Chairman of the Remuneration Committee), G. Egli and A. F. von Finck. The CEO attends
the People & Remuneration Committee’s meetings,
apart from when his remuneration is being discussed. During the reporting year, the Remuner
ation Committee met three times. A typical meeting
lasted 60 minutes.
24
3.5.3 Working methods of the Board of Directors
and its Committees
The relevant information can be found in sections 3.5.1
and 3.5.2.
on the proposals of the Executive Management, the
Board of Directors discusses and approves the next
year’s budget, which it then regularly reviews. Once
a year, the Board of Directors reviews the strategic
direction of the Group.
3.6 Powers and responsibilities
The Board of Directors is responsible for the
company’s overall management as well as super
vising the management of Von Roll Holding AG and
the Group, in particular with regard to compliance
with legislation, the Articles of Association, regulations and instructions. The Board of Directors issues
the necessary guidelines regarding business policy
and receives regular reports about business development. It may give orders and instructions to the
Members of the Executive Management. The p
owers
and responsibilities and nature of co
operation
between the Board of Directors and the Executive
sational
Management are stipulated in the o
rgani
regulations. These are available on Von 
Roll
H olding 

AG’s website, www.vonroll.com, under
“Organis ational Regulations” in the Corporate Governance section, under “Media & Investor Relations”
(http://www.vonroll.ch/en/organisationsreglement.html).
The Board of Directors has delegated responsi
bility for business operations to the Executive
Management of Von Roll Holding AG. However, in

accordance with its resolution, the Board of Directors continues to make important personnel decisions and decisions regarding acquisitions and
divestments. The Board of Directors also decides on
investments in technology, depending on the type of
investment concerned, that exceed CHF 1 million, as
well as any operating expenditure or contracts which
involve Von Roll making a commitment in excess of
CHF 10 million. Furthermore, the Board of Directors
decides on any other matters that are relevant to the
Group and cannot be delegated by law.
3.7 Information and instruments for monitoring the
The Executive Management provides transparent
and timely information and documentation to the
Board of Directors. Each Member of the Board of
Directors receives the detailed monthly financial
statements plus comments, quarterly financial statements (first and third quarter), semi-annual and
annual financial statements. The CEO and CFO also
report to the meetings of the Board of Directors on
business activities and all matters relevant to the
Group including significant legal cases. Site visits
complete the information received. Each year, based
3.8 Risk management in the Group
The Board of Directors and Executive Management
attach a great deal of importance to dealing care
fully with risk and extended their risk management
systems in the reporting year. In addition to e
nsuring
that comprehensive and effective insurance cover is
in place, risk management involves the systematic
identification, assessment and reporting of s
trategic,
operational and financial risk. Strategic risk is
p rimarily assessed by the Board of Directors, while
bility
financial and operational risk is the responsi
of Executive Management. The Risk Officer reports
to Executive Management on risk management
every six months. The Board of Directors is immediately advised of risks entailing a gross exposure
in excess of CHF 25 million. Risk management is not
limited to the Group’s finances, but includes
only
business segments and companies. Suitable
all
management tools were assigned to identified risks.
According to their importance, risks were a
llocated
to the key processes procurement, production
and sales, and in accordance with risks to support
processes such as IT communications technology

and Human Resources. The risk assessment carried
out is based on information obtained in interviews
with key staff. Risks are categorised in accordance
with the same framework as that used in the internal
control system. For the top ten risks (including those
which can lead to incorrect or fraudulent reporting),
a detailed analysis of the probability of their occurr
ing and their impact was carried out, which con
stitutes the basis for the introduction of an appropriate risk management process. Risk management
activities are focused on hedging currency and
metal price risks and in managing receivables. New
risks were also identified via direct contact between
departments and the risk management team.
25
4. Executive Management
4.1 Members of Executive Management
As at 1 January 2015, the Executive Management of Von Roll Holding AG is made up as follows :
Name
Achim Werner Klotz
Stephan Kellmann
Dr. Bernhard Fritsche
Nationality
Born
Function
Term of office
D
1960
CEO, Head of the Insulation division
since 15 April 2013
CH
1964
CFO
since 15 September 2010
D /CH
1965
Head of the Composites division
since 1 January 2014
Achim Werner Klotz
Professional career
Chief Executive Officer ( CEO )
German national
1989 – 1990 :
Technical sales engineer at Schenk AG, Darmstadt, Germany
Degree ( Dipl. Ing. ) in mechanical
engineering from Darmstadt University
of Technology, Germany, and
Master’s in marketing and business
management from EBS University
for Business and Law, Wiesbaden,
Germany
1991 – 1998 :
Head of Key Account Management Automotive and from 1996
General Manager of Balzers Coating, Germany at OC Oerlikon AG
( formerly : Balzers  AG )
1998 – 2009 :
Member of corporate management and Head of the casting
division at Bühler AG, Uzwil, Switzerland ; Head of North America
for all Bühler business segments from 2001 to 2005
2009 – 2013 :
Managing Director of new division Advanced Materials and
member of corporate management at Bühler AG, Uzwil, Switzerland
Since 15 April 2013:
Chief Executive Officer ( CEO ) of Von Roll Holding AG, Breitenbach,
Switzerland
Other activities
There are no other activities or interests.
26
Stephan Kellmann
Professional career
Chief Financial Officer ( CFO )
Swiss national
1992 – 1995 :
Project Manager at Eastman Chemicals, Zug, Switzerland
Swiss-educated graduate and expert
in financial accounting and controlling
1995 – 2003 :
Various management functions and, as Head of Reporting
division, responsibility for all reporting at MBT Bauchemie, Zurich,
Switzerland
2003 – 2007 :
Head of Group Controlling and Accounting of Mövenpick Group,
Zurich, Switzerland
2007 – 2010 :
Chief Financial Officer ( CFO ) of Mövenpick Group, Zurich,
Switzerland
Since 15 September 2010 :
Chief Financial Officer ( CFO ) of Von Roll Holding AG, Breitenbach,
Switzerland
Other activities
Member of the Board of Directors of Oeschger Brandschutz AG,
Steinhausen, Switzerland; Member of the Board of Directors of
Spiller AG, Kriens, Switzerland ; Chairman of the Board of Directors
of Norec Immobilien AG, Lucerne, Switzerland
Professional career
Head of the Composites division
German and Swiss national
1998 :
Head of Metallography at EMPA, Dübendorf, Switzerland
Degree ( Dipl. Ing. ) in metallurgy
from Stuttgart University, Germany,
doctorate in engineering sciences
from ETH Zurich, Switzerland
1999 – 2001 :
Head of Material Engineering at Bühler AG, Uzwil, Switzerland
2002 – 2004 :
Head of Development and Construction, cross-divisional central
department, at Bühler AG, Uzwil, Switzerland
2004 – 2006 :
Project leader of a strategic project at Bühler Die-Casting AG,
Uzwil, Switzerland
2006 – 2009 :
Head of Application Technology at Bühler Die-Casting AG, Uzwil,
Switzerland
2009 – 2013 :
Head of Die-Casting division at Bühler Die-Casting AG, Uzwil,
Switzerland
Since 1 January 2014:
Head of Composites division at Von Roll Holding AG,
Breitenbach, Switzerland
Other activities
There are no other activities or interests.
27
4.2 Other activities
5.2 R
emuneration, profit-sharing and loans
Information on the other activities and interests of Ex
ecutive Management Members is shown in section 4.1.
The parameters for performance-related remuneration, the allocation of shares, conversion rights
and option rights, and the additional limit for the
remuneration of Members of the management team
which were set for remuneration after having been
voted on by the Annual General Meeting, as well
as the rules regarding loans and pension benefits
granted to Members of the Board of Directors and the
management team and rules regarding the Annual

General Meeting’s votes on remuneration, are set out
with binding effect in the revised Articles of Association, which will be submitted to the Annual General
Meeting for approval on 15 April 2015 (see also the
Remuneration Report on page 29 ff.).
4.3 Number of permissible activities
The number of external offices and functions is set
out with binding effect in the revised Articles of Association, which will be submitted to the Annual General
Meeting for approval on 15 April 2015 (see also section
1.6.4 of the Remuneration Report on page 31).
4.4 Management contracts
There are no management contracts with third parties.
5. R
emuneration, profit-sharing
and loans
5.1 Content of and procedure for determining
remuneration and profit-sharing programmes
The Remuneration Committee of the Board of Direct
ors draws up the parameters for the remuneration of
the Members of the Board of Directors annually and
submits them to the Board of Directors for approval.
The services of an external adviser were not called upon
during the reporting year. The Remuneration C
ommittee
regularly reviews contracts of employment and the
associated income with the Members of the Executive
Management on the principle of
attracting the most
suitable and well-qualified personnel for the company.
The management is paid fairly at n
ormal market rates,
based on salary comparisons, in line with their abilities,
experience and qualifications. The remuneration comprises a fixed salary plus a v ariable performance-related
component. The level of the performance-related component depends on the attainment of the company’s
targets. The M
embers of the Board of Directors received
a fixed fee in the form of a cash payment in 2014. The
Members of the Board of Directors did not receive any
additional remuneration or emoluments in the form of
additional fees, shares or options. The Members of the
Executive M
anagement received a basic salary plus a
performance-related salary component, 100 % of which
is based on the success of the company. The basic
salary accounts for around 60 % and the performance-
related salary component for some 40 % of total pay.
The CEO, Achim Werner Klotz, is to receive pro rata
compensation for lost vested options in 2013, 2014 and
2015 alongside his remuneration.
For detailed information, please see the Remuneration
Report on page 29 ff.
6. Participatory rights of shareholders
6.1 Voting right restrictions and representation
The company’s Articles of Association do not c
ontain
any voting right restrictions and do not deviate from
Swiss law with regard to the representation of voting
rights. The Annual General Meeting adopts resolutions
and conducts elections with an absolute majority of
the votes cast at the meeting, excluding any blank or
invalid votes. This regulation applies unless stipulated
otherwise by mandatory legal provisions or provisions set out in the Articles of Association. Each share
carries one vote at the Annual General Meeting.
6.2 Quorum stipulated in the Articles of Association
A decision by the Annual General Meeting on the
winding-
up of the company without liquidation
requires at least two thirds of the votes represented
and an absolute majority of the nominal value of the
shares represented. Moreover, in accordance with
the Articles of Association, the statutory quorums in
accordance with Art. 703 and 704 of the Swiss Code
of Obligations will apply to resolutions made by the
Annual General Meeting.
6.3 Convening of the Annual General Meeting
The Articles of Association do not contain any
rules that deviate from Swiss law with regard to
the convening of the Annual General Meeting. The
Ordinary General Meeting takes place annually, no
later than six months after the end of the financial
year. The meeting is convened by the Board of
Directors. The invitation to the Annual

General
Meeting is published once in the “Swiss Official

Gazette of Commerce” (SOGC). One or more share-
28
holders who together represent at least 10 % of the
share capital may call for an Extraordinary General
Meeting; Extraordinary General Meetings must take
place within 90 days of receipt of such a request.
6.4 Agenda
Shareholders who together represent shares with a
nominal value of at least CHF 1 million can ask for an
item to be included on the agenda for discussion, but
no later than 60 days before the day of the meeting.
Requests must be submitted in writing.
6.5 Entries in the share register
The share capital of the company is exclusively comprised of bearer shares and consequently no share
register is kept.
7. C
hange of control and defence
measures
7.1 Duty to make a public offer
After the Annual General Meeting of 20 April 2012
resolved to include an “opt-out” clause in the Articles
of Association (new Art. 4a), parties purchasing shares
in the company are exempt from the obligation to
make a public offer to purchase pursuant to Art. 32 and
52 of the Swiss Federal Act on Securities Exchanges
and Securities Trading (SESTA) dated 24 March 1995.
years ( Art. 730a Para. 2 Swiss Code of Obligations) is
not limited by the Articles of Association.
8.2 Auditing fee
The fee paid to the auditor for the audit of the 2014 financial statements was TCHF 719 in total ( 2013: TCHF 729).
8.3 Additional fees
During the period under review, additional fees of
around TCHF 207 (2013: TCHF 116) were paid for additional services relating to tax, compliance and other
services. In financial year 2014, TCHF 50 were paid for
tax advice and TCHF 157 for additional audit-related
services.
8.4 Instruments for monitoring and managing
the external auditor
The Audit Committee of the Board of Directors assesses
the performance, remuneration and independence of
the external auditor annually (see
section 3. 5. 2). The
Board of Directors proposes the election of the e
xternal
auditor to the Annual General Meeting based on the
recommendation of the Audit Committee. Unless there
are particular grounds to do otherwise, the emphasis is
on ensuring continuity. The Audit Committee assesses
the scope of the audit by the external auditor and the
relevant procedures annually and discusses the audit
findings with the external auditor. During the reporting
year, three meetings were held with the representatives
of the external auditor.
7.2 Change of control clauses
There are no significant contractual agreements with
the Board of Directors or the Executive M
anagement
in the event of a change of control. The Articles of
Association do not contain any change of control
clauses in favour of Members of the Board of D
irectors
and /or Executive Management.
8. Auditor
8.1 Duration of mandate and term of office of the
auditor in charge
In 2004, Deloitte AG, Zurich, was registered in the commercial register as the auditor for Von Roll Holding AG.
Mr. Martin Welser was appointed auditor in charge for
the first year. The Audit C
ommittee oversees the ac
ti
vities of the auditors. The auditor is ap
pointed on
each occasion by the Annual General M
eeting for one
financial year, and the same auditor may be reappointed
in the next financial year. The appl
icable s
tatutory
maximum term of office for an auditor in charge of s
even
9. Information policy
Von Roll Holding AG pursues a policy of transparent,
truthful and proactive information. Whenever possible, employees are informed first. Share
holders
receive information through the Annual Report,
Semi-annual Report, media releases, the Internet and
at the A
nnual General Meeting. Von Roll Holding AG
reports and comments on its results on a half-yearly
basis.
Moreover, Von Roll Holding AG provides continuous information on important events according
to the rules of ad hoc notifications. Upon request,
shareholders can receive media releases from the
press office by fax or e-mail. These can be requested from Von Roll Holding AG, Steinacherstrasse 101,
CH- 8804 Au / Wädenswil, phone +41 (0)44 204 35 29,
fax +41 (0)44 204 30 07 or e-mail [email protected].
Von Roll Holding AG publishes all events that are
relevant to the stock quotation in accordance with the
guidelines of SIX Swiss Exchange.
Remuneration Report
29
Remuneration Report 2014
1. R
emuneration philosophy
and basic principles
1.1 General
The Remuneration Report lays down the remu
ner
ation principles and the governance framework
for the remuneration of the Board of Directors and
the Members of the Executive Management of
Von Roll Holding AG. The report also contains details
of remuneration policy and the remuneration paid to
the above bodies in financial year 2014.
Unless indicated otherwise, all information provided
in this report relates to the financial year that ended
on 31 December 2014. The report is in line with Art. 13
of the Swiss Ordinance against Excessive Remuner
ation in Listed Companies Limited by Shares ( ERCO),
the “ Swiss Code of Best Practice for Corporate
Governance” issued by Economiesuisse, Section 5.1

of the Annex to the SIX Swiss Exchange’s Directive on
Information relating to Corporate Governance, and
the Swiss Code of Obligations.
1.2 Corporate governance as the basis for
compensation policy
The principles of our remuneration system for the
Board of Directors and the Executive Management
are included in the proposed amendments to the
Articles of Association.
1.3 Implementation of the ERCO
The Articles of Association of Von Roll Holding AG
have been revised in accordance with the ERCO and
are to be submitted to the Annual General Meeting on
15 April 2015 for approval. The remuneration systems
and employment contracts with Members of the Ex
ecutive Management comply with the ERCO.
1.4 Responsibilities
1.4.1 Board of Directors
The Board of Directors is responsible for the Group’s
remuneration system and for drafting corresponding
motions for the Annual General Meeting.
1.4.2 Remuneration Committee
The Remuneration Committee comprises three
Members of the Board of Directors. Each Member of
the Remuneration Committee is elected by the Annual
General Meeting for a one-year term, which runs
until the end of the next Ordinary General Meeting.
Committee members may be re-elected. The Board
of Directors appoints one Member of the Remuner
ation Committee as its chairman and determines the
committee’s duties and powers. The Remuneration

Committee assists the Board of D
irectors with setting
and reviewing the c
ompany’s remuneration s
trategy
and guidelines, and the
qualitative and quanti
tative remuneration criteria as well as with preparing
motions for the Annual G
eneral Meeting relating to
the remuneration of the Board of D
irectors and the
Executive Management. It can make suggestions and
recommendations to the Board of Directors regarding other remuneration issues. The Remuneration
Committee can call in external specialists.
The Remuneration Committee is made up of Gerd
Amtstätter ( Chairman of the Remuneration Committee), Guido Egli and August François von Finck,
all of whom are Members of the Board of Directors.
The CEO usually attends Remuneration Committee
meetings in an advisory capacity, apart from when
his remuneration is being discussed. The Remuneration Committee met three times during the reporting year. A typical meeting lasted 60 minutes. The
Chairman of the Remuneration Committee reports to
the Board of Directors on the committee’s activities.
Members of the Board of Directors are provided with
minutes of committee meetings.
1.4.3 CEO and Executive Management
Headed by the CEO, the Executive Management
reviews the targets set for the management team’s
performance-related bonus scheme based on the
Remuneration Committee’s specifications.
30
Remuneration Report
1.5 Principles and components of remuneration
1.5.2 Components of the Board of
Directors’ remuneration
1.5.1 General principles
Members of the Board of Directors receive fixed
remuneration for their activities. Their e
xpenses are
including
also reimbursed. Reimbursed expenses (
lump-sum expenses) are not deemed to be remuneration. Supplements may be paid for being a member
of a committee or for undertaking specific duties or
projects.
The Board of Directors may decide to pay remuneration wholly or partially in cash, restricted company
shares or future subscription rights to shares. The
Board of Directors determines the timing of the
allocation, the length of the restricted period and

any discount, bearing in mind the length of the re
stricted or vesting period. The restricted or vesting
period shall be at least three years, although the
Board of Directors may agree on a shorter p
eriod in
justified cases. The Board of Directors may stipulate
that, should a certain event specified in advance
ultimately occur, such as the termination of an em
ployment or mandate relationship or a change of
control, then restricted or vesting periods will con
tinue to apply, be shortened or be cancelled, or re
muneration will be paid out (assuming targets have
been met ) or forfeited.
If shares or future subscription rights to shares are
to be allocated or other remuneration components
granted, the remuneration amount shall correspond
to the value accorded to these remuneration components at the time of their allocation in accordance
with generally recognised valuation methods.
In respect of duties performed in legal entities of the
Group or on behalf of a legal entity of the Group, these
entities may grant remuneration to the M
embers of
the Board of Directors and the Executive Management
insofar as the amounts concerned do not exceed
the limit approved by the Annual General Meeting or
the additional limit in accordance with Art. 32 Para. 6
of the Articles of Association to be submitted at the
Annual General Meeting on 15 April 2015.
Within the scope permissible by law, the company
may compensate Members of the Board of Directors
and the Executive Management for losses incurred in
conjunction with lawsuits, proceedings or settlements
related to their activities for the company and may
advance relevant sums and take out insurance policies. Compensation, advances and insurance policies
of this kind are not deemed to be remuneration.
1.5.3 Components of the Executive Management’s
remuneration
Members of the Executive Management receive a
fixed basic remuneration component and a variable
component for their activities. Their expenses are
also reimbursed. Reimbursed expenses (including
lump-sum expenses) are not deemed to be remuneration. The variable remuneration component is
p erformance- and/or success-related and is calculated based on criteria set by the Board of D irectors
as a basic principle. These criteria focus in par
ticular on the Group’s key financial ratios or elements
thereof. As a basic principle, the variable compo
nent may amount to no more than 100 % of the fixed
component at the time it is paid out.
A new bonus model was introduced for the Executive
Management and the management team on 1 January
2014. The model is based on the “EBIT margin” ratio,
and on actual figures from the relevant financial year.
Target achievement
250 %
200 %
150 %
100 %
50%
2,5 % 5 %
2%
4,5 %
10 %
15 %
20 %
EBIT
Remuneration Report
The Executive Management receives a target bonus
of 40 % of their respective annual salary ( = 100 %) in
accordance with the following parameters:
EBIT margin
Percentage of target bonus
<2.0 %
0 %
2.5 %
50 %
4.5 %
100 %
10 %
250 %
A stock option plan was introduced in 2008 for
senior and middle management, which expired on
31 January 2014 and was not renewed.
31
For appointments of new Members of the Executive
Management made after the Annual General Meeting
has given its approval, the additional limit for each
new member shall be 150 % of the highest remuneration amount paid to a Member of the Executive
Management at the last Ordinary General Meeting in
the previous financial year. This additional remuneration does not need to be approved by the Annual
General Meeting.
1.6.3 Appointment of Members of the Executive
Management
The Board of Directors appoints the Members of the
Executive Management.
1.6 Approval procedure
1.6.4 Number of external mandates and positions
1.6.1 Current approval procedure
The Board of Directors is responsible for the remuneration system at Von Roll.
The number of external mandates and positions is
stipulated with binding effect in the revised Articles
of Association submitted for approval to the Annual
General Meeting on 15 April 2015.
1.6.2 New approval procedure
In accordance with the proposed amendment to the
Articles of Association, the Annual General Meeting
will in future approve the maximum remuneration
for Members of the Board of Directors with binding
effect when the Ordinary General Meeting convenes
each year, with this remuneration limit then applying
until the next Ordinary General Meeting.
The Annual General Meeting shall approve the maximum of fixed remuneration components for the following financial year for Members of the Executive
Management with binding effect when the Ordinary
General Meeting convenes each year.
The Annual General Meeting shall approve the total
variable remuneration components for the previous
financial year for Members of the Executive Management with binding effect when the Ordinary General
Meeting convenes each year.
The Annual General Meeting can approve a retrospective increase in a total amount already approved
at any time.
If the Annual General Meeting withholds its approval,
the Board of Directors may submit new motions for
approval at the same Annual General Meeting. If the
Board of Directors does not submit any new motions
or if the Annual General Meeting rejects the new
motions as well, the Board of Directors can convene
a new General Meeting.
1.6.5 Contracts with Members of the Board of
Directors and Executive Management
In accordance with the ERCO and the proposed
amendments to the Articles of Association, contracts
with Members of the Board of Directors and the Ex
ecutive Management on which their remuneration is
based may be temporary or permanent. The maximum
term of a temporary contract is one year. Contracts
may be renewed. Notice periods for p
ermanent contracts cannot be any longer than one year.
The notice period for the CEO and the other Members of the Executive Management is 12 months. All
employment contracts with Members of the Executive
Management comply with the new legislation and the
provisions of the ERCO.
1.6.6 Severance pay
The employment contracts concluded with M
embers
of the Executive Management do not provide for
any severance pay. Similarly, the contracts of the
Members of the Board of Directors and the Executive
Management do not include any “golden p arachutes”
or any other special benefits in the event of a change
of control.
32
Remuneration Report
2. Remuneration in financial year 2014
2.1 Remuneration of the Board of Directors (audited)
2.1.1 Board of Directors fee
The following remuneration was paid to Members of the Board of Directors for financial year 2014:
in CHF 1,000
Guido Egli
Function
Fixed fee 1
Chairman
294
Variable remuneration
0
Other remuneration 2
0
Pension benefits 3
Total
14
308
153
Vice-Chairman
144
0
0
9
Gerd Amtstätter
Member
94
0
0
0
94
Gerd Peskes
Member
94
0
0
0
94
Member
Total
94
0
0
6
100
720
0
0
29
749
Gross salary, i. e. before deducting social security contributions, withholding tax, etc.
Other remuneration does not include lump-sum expenses.
3
Statutory charges and contributions to occupational provisioning schemes such as the pension fund and management insurance.
1
2
The following remuneration was paid to Members of the Board of Directors for the previous year, 2013 :
in CHF 1,000
Guido Egli
Function
Fixed fee 1
Chairman
294
0
0
Pension benefits 3
Total
14
308
153
Vice-Chairman
144
0
0
9
Gerd Amtstätter
Member
94
0
0
0
94
Gerd Peskes
Member
94
0
0
0
94
Member
Total
94
0
0
6
100
720
0
0
29
749
Other remuneration does not include lump-sum expenses.
1
2
3
2.1.2 Other remuneration
Apart from the amounts disclosed here, no Member of the Board of Directors received any additional fees or
compensation in 2014 for services provided to Von Roll. In particular, no additional compensation was paid for
being a member of a committee or undertaking specific duties or projects in financial year 2014.
33
Remuneration Report
2.2 Remuneration of the Executive Management
2.2.1 Short-term remuneration (audited)
The Members of the Executive Management received remuneration totalling CHF 2.6 million in 2014
( 2013: CHF 1.6 million). This sum comprises fixed basic salaries of CHF 1.9 million ( 2013 : CHF 1.3 million),
short-term performance bonuses of CHF 0.3 million (2013: CHF 0.1 million) and social security contributions of
CHF 0.4 million ( 2013: CHF 0.2 million). CEO Achim Werner Klotz is to receive pro rata compensation for lost
vested options in 2013, 2014 and 2015 alongside his remuneration. This is reported under “Other remuneration”.
The Executive Management was enlarged and Dr. Bernhard Fritsche took up his role as Head of C
omposites
division on 1 January 2014.
The following remuneration was paid to Members of the Executive Management for financial year 2014:
in CHF 1,000
Achim Werner Klotz
Stephan Kellmann
Function
CEO, Head of Insulation division
Basic salary 1
700
Pension benefits 3
137 4
271
175
Total
1,283
CFO
490
0
14
112
616
Head of Composites division
400
160 5
15
95
670
300
382
2,569
Total
1,590
297
Other remuneration comprises compensation of TCHF 253 paid to the CEO as well as lump-sum compensation of TCHF 30 and child allowances of TCHF 17.
4
Guaranteed target bonus of 100 % pro rata for financial year 2013, totalling TCHF 200, with only TCHF 63 being deferred in 2013.
5
Guaranteed target bonus of 100 % for financial year 2014.
1
2
3
The following remuneration was paid to Members of the Executive Management for the previous year, 2013:
in CHF 1,000
Achim Werner Klotz
Stephan Kellmann
Total
Function
CEO, Head of Insulation division
CFO
Basic salary 1
498
63 4
265
Pension benefits 3
110
Total
936
490
59
14
105
668
988
122
279
215
1,604
Other remuneration comprises compensation of TCHF 253 paid to the CEO as well as lump-sum compensation of TCHF 14 and child allowances of TCHF 12.
4
Guaranteed target bonus of 100 % pro rata for financial year 2013, totalling TCHF 200, with only TCHF 63 being deferred in 2013.
1
2
3
Achim Werner Klotz has been CEO of Von Roll Holding AG since 15 April 2013.
34
Remuneration Report
2.2.2 Long-term remuneration
A stock option plan was introduced in 2008 for
s enior and middle management, which expired at

the end of 2014 and was not renewed. A total of
596,000 options to acquire 596,000 shares were
granted to members of senior and middle management in 2009. The exercise price was fixed at CHF 11.
The exercising period for the 2009 tranche ended
on 31 January 2014, with all options lapsing without
h aving been exercised.
2.2.3 Other remuneration
Apart from the amounts disclosed here, no Member
of the Executive Management received any additional
fees or compensation in 2014 for services provided to
Von Roll.
2.3 R
emuneration of former Members of the Board
of Directors and Executive Management
No compensation was paid to former Members of
the Board of Directors or Executive Management in
financial year 2014.
2.6 Shareholdings
2.6.1 Shares held by Members of the Board of
Directors
The Members of the Board of Directors held the
following number of shares as at 31 December of the
respective year:
Number of shares
Guido Egli
Gerd Amtstätter
Gerd Peskes
2014
2013
1,333
1,333
1,067
1,067
466,667
466,667
0
0
23,800,000 23,800,000
Total
24,269,067 24,269,067
2.6.2 Shares held by Members of the Executive
Management
The Members of the Executive Board did not hold any
shares in Von Roll Holding AG as at 31 December 2014.
2.7 Convertible bonds
2.4 Loans
2.7.1 C
onvertible bonds held by Members of the
Board of Directors
2.4.1 Board of Directors
Members of the Board of Directors held 8,170 convertible bonds of Von Roll Holding AG at the end of
the reporting year.
No Members of the Board of Directors were g
ranted
loans in financial year 2014. No loans were outstanding
at the end of the reporting year.
2.4.2 Executive Management
2.7.2 C
onvertible bonds held by Members of the
No Members of the Executive Management were
granted any loans in financial year 2014. No loans
were outstanding at the end of the reporting year.
No convertible bonds of Von Roll Holding AG were
held by Members of the Executive Management at
the end of the reporting year.
2.4.3 Former Members of the Board of Directors
and Executive Management
No former Members of the Board of Directors or
Executive Management were granted any loans not
on standard market terms during the financial year
and there are no such loans outstanding.
2.5 Remuneration and loans to related parties
No remuneration not in line with standard market
practice was granted either directly or indirectly to
any related parties in financial year 2014. In addition,
no related parties were granted any loans not on
standard market terms and there are no such loans
outstanding.
Remuneration Report
35
Auditor’s report on the Remuneration Report
To the General Meeting of
VON ROLL HOLDING AG, BREITENBACH
Auditor’s report
We have audited the Remuneration Report dated 3 March 2015 of Von Roll Holding AG on pages 29 to 34,
covering the financial year ended 31 December 2014.
Board of Directors’ Responsibility
The Board of Directors is responsible for preparing the Remuneration Report and ensuring its proper overall
presentation in compliance with the law and the Swiss Ordinance against Excessive Remuneration in Listed
C ompanies Limited by Shares (ERCO). It also bears responsibility for formulating basic remuneration principles
and setting individual remuneration amounts.
Auditor’s Responsibility
Our responsibility is to express an opinion on this Remuneration Report based on our audit. We conducted
our audit in accordance with Swiss Auditing Standards. These standards require that we observe the rules
professional conduct and that we plan and perform the audit to obtain reasonable assurance that the
of
Remuneration Report complies with the law and Art. 14 to 16 of the ERCO.
An audit involves performing procedures to obtain audit evidence about the disclosures made in the Remuneration
Report regarding remuneration and loans in accordance with Art. 14 to 16 of the ERCO. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material m
isstatements in the
Remuneration Report, whether due to fraud or error. This audit also includes evaluating the appropriateness of
the methods used to value remuneration components and the overall presentation of the Remuneration Report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the Remuneration Report of Von Roll Holding AG for the year ended 31 December 2014 complies
with the law and Art. 14 to 16 of the ERCO.
DELOITTE AG
Martin Welser
Licensed Audit Expert
Auditor in Charge
Zurich, 3 March 2015
Christophe Aebi
Financial Reporting 2014 – Consolidated Financial Statements
Financial reporting
Consolidated financial statements
Consolidated statement of comprehensive income 38
Consolidated statement of financial position 39
Consolidated cash flow statement 40
Consolidated statement of changes in equity 4 1i
Notes to the consolidated financial statements 42
Auditor’s report on the consolidated financial statements 92
Financial statements of Von Roll Holding AG
Income statement 94
Balance sheet 95
Allocation of accumulated results 100
Auditor’s report on the financial statements 10 1i
37
38
Consolidated statement of comprehensive income
for the financial year 2014
in CHF 1,000
Note
2014
2013
( restated)
Net sales
4
418,844
417,805
Cost of goods sold
6
– 347,611
– 345,765
71,233
72,040
Research and development expense
6
– 8,409
– 8,174
Sales and distribution expense
6
– 30,706
– 29,136
– 42,668
Gross profit
Administrative expense
6
– 42,135
Other operating income
10
3,574
4,479
Other operating expense
11
– 28,111
– 4,261
13
– 24,357
–
12
2,059
1,607
– 32,495
– 6,113
Thereof restructuring expense
Income from investment property
EBIT
Financial income
14
10,894
9,138
Financial expense
15
– 18,901
– 15,853
– 40,502
– 12,828
Result before tax
Income tax
16
Result from continuing operations
Result from discontinued operations
2
Reclassification of currency translation adjustments due to disposal
of foreign operations
2
Exchange differences arising on translation of foreign operations
Other comprehensive income that will be reclassified to income statement
Remeasurement of defined benefit liabilities and assets
38
Income tax on remeasurement of defined benefit liabilities and assets
Other comprehensive income that will not be reclassified to income statement
Other comprehensive income for the period
Total comprehensive income for the period
3,837
– 2,131
– 36,665
– 14,959
– 53,539
– 21,364
– 90,204
– 36,323
16,082
–
6,386
– 3,705
22,468
– 3,705
– 20,268
16,270
4,527
– 3,729
– 15,741
12,541
6,727
8,836
– 83,477
– 27,487
– 90,129
– 36,314
Net income attributable to:
Owners of the parent
Non-controlling interest
– 75
– 9
– 90,204
– 36,323
– 83,402
– 27,478
Total comprehensive income attributable to:
– 75
– 9
– 83,477
– 27,487
Earnings per share
Weighted average number of shares outstanding
17
177,712,693
177,717,425
Basic earnings per share in CHF
17
– 0.507
– 0.204
Diluted earnings per share in CHF
17
– 0.507
– 0.204
39
Consolidated statement of financial position as at
31 December 2014
Assets
in CHF 1,000
Note
31.12.2014
in %
31.12.2013
Cash and cash equivalents
29
82,423
Trade accounts receivable
27
65,429
81,393
Inventories
25
71,023
102,928
2,427
in %
Current assets
61,488
Tax receivables
16
4,087
Current financial assets
22
36,525
–
Other accounts receivable and prepaid expense
28
17,655
17,806
Total current assets
277,142
58.4 %
266,042
53.5 %
Non-current assets
Property, plant and equipment
18
113,229
108,908
Goodwill
19
13,207
13,968
Intangible assets
20
19,083
37,391
Investment property
21
8,743
6,332
Non-current financial assets
22
4,052
18,204
Pension plan assets
38
17,440
32,819
Deferred tax assets
16
21,454
13,408
Total non-current assets
197,208
41.6 %
231,030
46.5 %
Total assets
474,350
100.0 %
497,072
100.0 %
Note
31.12.2014
in %
31.12.2013
in %
Trade accounts payable
33
23,973
37,254
Current tax payables
16
4,019
2,846
Current financial liabilities
31
3,218
3,185
Current provisions
32
25,647
10,851
Other current liabilities and accruals
34
Equity and liabilities
in CHF 1,000
Liabilities
Current liabilities
Total current liabilities
31,290
88,147
37,152
18.6 %
91,288
18.4 %
Non-current liabilities
Non-current financial liabilities
31
202,429
150,612
Post-employment benefit obligations
38
31,212
25,797
Deferred tax liabilities
16
7,288
13,114
Non-current provisions
32
20,597
15,432
Total non-current liabilities
261,526
55.1 %
204,955
41.2 %
Total liabilities
349,673
73.7 %
296,243
59.6 %
Equity
Share capital
18,479
18,479
Group reserves
106,622
182,699
Equity attributable to
owners of the parent company
125,101
26.4 %
201,178
– 424
– 0.1 %
– 349
– 0.1 %
Total equity
124,677
26.3 %
200,829
40.4 %
Total equity and liabilities
474,350
100.0 %
497,072
100.0 %
Non-controlling interests
30
40.5 %
40
Consolidated cash flow statement
in CHF 1,000
Note
2014
2013
Result before tax from continuing operations
– 40,502
– 12,828
Result before tax from discontinued operations
– 53,539
– 21,323
Operating activities
Financial result
Depreciation, amortisation and impairment
14 /15
22,423
7,133
9
21,999
15,228
– 49,619
– 11,790
Earnings before interest, tax, depreciation and amortisation ( EBITDA)
Result from the disposal and remeasurement of non-current assets
2 /10
40,827
278
6,150
926
Cash flow before changes in net working capital
– 2,642
– 10,586
Changes in inventories
– 6,080
22,497
Changes in non-current provisions
Changes in accounts receivable
2,146
289
Changes in accounts payable
2,403
3,477
Changes in other current assets
– 2,655
– 2,232
Changes in current provisions and other current liabilities
14,049
5,787
7,221
19,232
Cash generated from operating activities
Income tax paid
16
CASH FLOW FROM OPERATING ACTIVITIES
– 4,189
– 4,724
3,032
14,508
Investing activities
18 /20/ 21
– 35,480
– 24,958
Cash outflow from acquisitions
2
–
– 12,917
Cash outflow from disposal
2
– 649
–
562
116
Capital expenditure for property, plant and equipment and intangible assets
Proceeds from disposal of non-current assets
Payments to acquire financial assets
Interests received
Cash inflow from long-term loans
CASH FLOW FROM INVESTING ACTIVITIES
14
–
– 112
409
1,224
85
61
– 35,073
– 36,586
Financing activities
Cash inflow due to additions of financial liabilities
60,563
7,392
Cash outflow due to repayment of financial liabilities
– 1,076
– 9,975
– 975
– 1,024
Purchase of treasury shares
Sale of treasury shares
977
1,019
Interests paid
– 7,240
– 7,355
CASH FLOW FROM FINANCING ACTIVITIES
52,249
– 9,943
CHANGE IN CASH AND CASH EQUIVALENTS
20,208
– 32,021
61,488
94,526
Cash and cash equivalents at 1 January
Effects of changes in foreign exchange rates
727
– 1,017
Change in cash and cash equivalents
20,208
– 32,021
Cash and cash equivalents at 31 December
82,423
61,488
41
Consolidated statement of changes in equity
In the reporting year 2014, consolidated equity changed as follows :
in CHF 1,000
Balance at 1 January 2014
Share
capital
Capital
reserves
18,479
396,688
–
–
Treasury
shares
Currency
translation
adjustments
– 54,991 – 104,883
–
Retained
earnings
Attributable
to owner
of the parent
Noncontrolling
interest
Total
equity
– 349
200,829
– 54,115
201,178
–
– 90,129
– 90,129
– 15,741
6,727
–
–
–
22,468
–
–
–
22,468 – 105,870 – 83,402
– 75 – 90,204
–
6,727
– 75 – 83,477
Convertible bond
–
8,074
–
–
–
8,074
–
8,074
Tax effect on convertible bond
–
– 747
–
–
–
– 747
–
– 747
Purchase /sale of treasury shares
–
–
3,490
–
– 3,492
– 2
–
– 2
Total transactions with owners
–
7,327
3,490
–
– 3,492
7,325
–
7,325
18,479
404,015
– 51,501
– 82,415 – 163,477
125,101
– 424
124,677
Total
equity
Balance at 31 December 2014
Total Group reserves at the
end of December 2014
106,622
In the reporting year 2013, consolidated equity changed as follows :
in CHF 1,000
Balance at 1 January 2013 (restated ) 1
Share
capital
18,479
–
Currency
translation
adjustments
Retained
earnings
Attributable
to owner
of the parent
Noncontrolling
interest
396,688 – 58,825 – 101,178
– 26,522
228,642
– 321
228,321
– 36,314
– 36,314
– 9
– 36,323
Capital
reserves
–
Treasury
shares
–
–
–
–
–
– 3,705
12,541
8,836
–
8,836
–
–
–
– 3,705
– 23,773
– 27,478
– 9
– 27,487
– 5
Purchase /sale of treasury shares
–
–
3,834
–
– 3,839
– 5
–
Purchase of non-controlling interest
–
–
–
–
19
19
– 19
–
Total transactions with owners
–
–
3,834
–
– 3,820
14
– 19
– 5
18,479
396,688
– 54,991 – 104,883
– 54,115
201,178
– 349
200,829
Balance at 31 December 2013
Total Group reserves at the
end of December 2013
1
182,699
The opening balances correspond to the figures as of 1 January 2013 published in the Annual Report 2013. Deviations from the figures as of 31 December 2012 published in the Annual Report 2012 are based on the restatement due to the application of IAS 19 (revised 2011), which was retrospective as of
1 January 2013. Detailed information was published in the Annual Report 2013 in Note 2 of the Notes to the consolidated annual financial statements.
42
Notes to the consolidated financial statements as of
31 December 2014
1. S
ignificant accounting policies
General information
Von Roll Holding AG (the company) with its subsidiaries (together Von Roll) is an international manufacturing
and service company. Its main activities are presented in the Notes on the business segments (Note 5). The
company is a publicly traded company listed on the Swiss stock exchange (SIX Swiss Exchange). Its registered
office is at Passwangstrasse 20, 4226 Breitenbach, Switzerland.
Summary of significant accounting policies
The consolidated financial statements of Von Roll Holding AG are prepared in accordance with the International
Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB), and in
compliance with the listing regulations of SIX and Swiss Law.
The consolidated financial statements are presented in Swiss francs (CHF), as the main Von Roll companies
operate and are financed in Switzerland. The financial statements refer to thousands of CHF (TCHF). Due to the
chosen presentation method, immaterial rounding differences can occur. Use of the year in connection with the
presentation of statement of financial position relates in principle to 31 D ecember of the year in question unless
specified otherwise.
The consolidated financial statements have been prepared under the historical cost convention. Only certain
financial instruments are valued at their fair value.
Certain minor reclassifications and additional disclosures have been made to the consolidated financial
statements compared with the previous year’s figures.
Adoption of new accounting policies
The following new interpretations and amendments to the IASB’s standards are to be adopted for the first time
for the financial year starting on 1 January 2014 ; however, they have no impact on the consolidated financial
statements of the Von Roll Group :
New interpretation
IFRIC 21
Levies
Amendments to standards
Effective for
annual periods
beginning on
or after
1 Jan. 2014
Effective for
annual periods
beginning on
or after
Adoption by
Von Roll
Financial year
2014
Adoption by
Von Roll
IAS 32
Offsetting Financial Assets and Financial Liabilities
1 Jan. 2014
Financial year
2014
IAS 36
Recoverable Amount Disclosures for Non-Financial Assets
1 Jan. 2014
Financial year
2014
IAS 39
Novation of Derivatives and Continuation of Hedge Accounting
1 Jan. 2014
Financial year
2014
IFRS 10, IFRS 12
and IAS 27
Investment Entities
1 Jan. 2014
Financial year
2014
43
The following new and revised standards and interpretations are issued by the IASB. These standards were
not effective for the reporting period and have not been early adopted in the present consolidated financial
statements. The following table shows the impact estimated by the Executive Management :
Effective for
annual periods
beginning on
or after
New standards
Planned adoption by
Von Roll
IFRS 14
Regulatory Deferral Accounts
1 Jan. 2016
Financial year
2016
*
IFRS 15
Revenue from Contracts with Customers
1 Jan. 2017
Financial year
2017
**
IFRS 9
Financial Instruments
1 Jan. 2018
Financial year
2018
**
Amendments to standards
Effective for
annual periods
beginning on
or after
Planned adoption by
Von Roll
IAS 19
Defined Benefit Plans : Employee Contributions
1 July 2014
Financial year
2015
*
Misc.
Annual Improvements to IFRSs 2010 – 2012 Cycle
1 July 2014
Financial year
2015
**
Misc.
1 July 2014
Financial year
2015
**
IFRS 11
Accounting for Acquisitions of Interests in Joint Operations
1 Jan. 2016
Financial year
2016
**
IAS 16 and IAS 38
Clarification of Acceptable Methods of Depreciation and
Amortisation
1 Jan. 2016
Financial year
2016
**
IAS 16 and IAS 41
Bearer Plants
1 Jan. 2016
Financial year
2016
*
IAS 27
Equity Method in Separate Financial Statements
1 Jan. 2016
Financial year
2016
*
IFRS 10 and
IAS 28
Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture
1 Jan. 2016
Financial year
2016
*
Misc.
1 Jan. 2016
Financial year
2016
**
IAS 1
Disclosure Initiative
1 Jan. 2016
Financial year
2016
***
IFRS 10, IFRS 12
and IAS 28
Investment Entities: Applying the Consolidation Exception
1 Jan. 2016
Financial year
2016
*
*
No or no material effects are expected on the consolidated financial statements of Von Roll.
** The effects on the consolidated financial statements of Von Roll can not yet be reliably determined.
*** Additional disclosures or changes in the presentation of the financial statements of Von Roll are mainly expected.
44
Scope of consolidation
The consolidated financial statements comprise the financial statements of the parent company and of the
companies it controls (its subsidiaries). An entity is deemed to be in control if it holds a majority equity
investment and the majority of the voting rights or exercises control in another way. These companies are fully
consolidated. A list of the significant consolidated companies is provided in Note 23 of this Annual Report.
Associated companies in which Von Roll exercises a significant influence (investments of between 20 % and
50 %) are consolidated using the equity method. Other investments with a shareholding of up to 20 % are valued
at fair value.
Principles of consolidation
The financial statements of consolidated companies have been prepared as of the date of the consolidated
financial statements, under the historical cost convention as modified by the revaluation of financial assets at
fair value through profit and loss, and applying uniform valuation and presentation principles. The subsidiaries
acquired or sold in the course of the year are considered in the financial statements from the actual point in
time at which they were acquired or sold, as appropriate.
Non-controlling interests
Non-controlling interests are reported in the consolidated financial statements as part of the Group’s equity and
not as a separate category. They are not deducted when calculating consolidated net income.
Foreign currency translation
Transactions in a currency different from the functional currency of the Group company involved (foreign
currency) are recorded at the exchange rate prevailing on the day of the transactions. Monetary items in foreign
currency are translated on the reporting date at the closing rate. Exchange differences arising from monetary
items are recorded in the income statement and shown in the net financial result insofar as they are not to be
regarded as part of a net investment in a foreign operation.
When foreign operations are translated into the presentation currency, the Group companies’ income, expense
and cash flows are translated into Swiss francs (CHF) using the weighted average exchange rates. Assets
and liabilities are translated using the year end exchange rates. Differences from variations in exchange rates
compared to the previous year arising from the translation of equity in subsidiaries and long-term intercompany
loans (only loans of an equity nature) and differences resulting from the translation of net income are allocated to other comprehensive income. Translation differences resulting from the application of this method are
classified as equity until the disposal of the investment.
Revenue recognition
Revenue is only recognised when it has been ensured that the company is receiving the economic benefits
associated with the transaction and that these can be measured reliably. Revenue is measured at the fair
value of the consideration received after sales tax and rebates. The products sold or the services rendered
are recorded as soon as the goods or services have been delivered and the benefits and risks have been
transferred. Provisions for rebates and discounts are recognised in the same period as the related revenues in
accordance with the relevant terms and conditions of sale.
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. Dividend income from investments is recognised when the shareholder’s rights to receive
payment have been established.
45
Certain Group activities relate to the production of customer-specific constructions and products. These
long-term construction contracts are therefore recognised on a percentage basis using the percentage of
completion method. The stage of completion is measured on the basis of the work done by the reporting date.
Cash and cash equivalents and short-term cash investments comprise cash on hand and deposits with banks,
including sight deposits, as well as short-term financial instruments with a residual term of less than 90 days at
the time of acquisition.
The reported values represent the invoiced amounts. Valuation allowances for non-performing loans are
determined periodically.
Other accounts receivable and prepaid expenses
Other accounts receivable comprise receivables from social security institutions, for indirect taxes and other
non-operating receivables from third parties due within one year. They also include prepaid expense.
Construction contracts
Where the outcome of a construction contract can be reliably estimated, revenue and costs are recognised by
reference to the stage of completion of the contract activity at the balance sheet date, measured based on the
proportion of contract costs incurred for work performed to date relative to the estimated total contract costs,
except where this would not be representative of the stage of completion. Variations in contract work, claims
and incentive payments are included to the extent that they have been agreed with the customer.
Where the outcome of a construction contract cannot be reliably estimated, the amount of contract revenue
which can be recognised is restricted to the contract costs likely to be recovered. When it is probable that total
contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.
Amounts due from customers under construction contracts comprise contracts where the costs incurred plus
recognised profits exceed payments already received. If the payments received are higher than the costs incurred
plus recognised profits, they are shown under amounts due to customers under construction contracts.
Prepayments received are accounted for without any impact on profit and loss. If there is no entitlement to a
refund, they are netted off with the corresponding construction contracts for which the prepayments have been
made. Prepayments for which the customer is entitled to a refund are shown as a liability.
Inventories
Purchased products are valued at acquisition cost, while internally manufactured products are valued at cost
of conversion including the corresponding production-related overheads. The valuation of inventories in the
balance sheet, or the records of the costs in the income statement, is done at standard cost, which is adjusted
for capacity and costs deviations from the effective weighted average costs of the reporting period. Valuation
allowances are recognised for goods with a lower net realisable value or which are slow-moving, providing there
are no firm sales orders with fixed higher net sales prices. Unsaleable goods are fully written off.
46
Property, plant and equipment are valued under the historical cost convention reduced by any valuation
allowances and are depreciated on a straight-line basis in keeping with the following guidelines concerning
estimated useful lives :
Permanent buildings
25 years
Temporary buildings
10 – 20 years
Technical installations and machinery
10 – 20 years
Plant and office equipment 5 – 10 years
Computer equipment
3 – 10 years
Vehicles
3 – 8 years
Land is not depreciated.
Subsequent costs are only included in the carrying amount of the asset when it is probable that future economic
benefits associated with the item will be usable by Von Roll and that the cost of the item can be measured reliably.
All other maintenance and repair costs are charged to the income statement during the period in which they are
incurred.
Borrowing costs associated with the construction of property, plant and equipment are capitalised. Von Roll
does not currently have any property, plant or equipment to which this applies.
Investment property
Investment property principally comprises undeveloped land as well as separable rented offices and production
buildings and is held to generate long-term rental yields. These properties are not used by Von Roll.
Investment property excluding land is valued at historical cost less depreciation on a straight-line basis over
an expected useful life of 25 years.
Current market values are periodically determined by independent experts and disclosed additionally in the
Notes.
Goodwill
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquired company, and the fair value of the acquirer’s previously held equity interest
in the acquired company (if applicable) over the net of the acquisition-date amounts of the identifiable assets
acquired and liabilities assumed. If, following a reassessment, the share of the acquired and identifiable net
assets at fair value to be assigned to the Group exceeds the sum of the consideration transferred, the amount of
any non-controlling interests in the acquired company and the fair value of the acquirer’s previously held equity
interest in the acquired company (if applicable), then the excess is recognised immediately in the profit or loss.
Goodwill is recognised as an intangible asset and has an indeterminable useful life. It is subject to an impairment
test at least once a year or more frequently if there are indications that impairment may be required. Impairment
losses have an immediate effect on net income. A recognised impairment loss is not reversed in a subsequent
period. Goodwill is presented separately in the consolidated balance sheet. Gains and losses on the disposal of
an entity include the carrying amount of goodwill relating to the entity sold.
47
Intangible assets
Licences, trademarks and similar rights as well as other intangible assets have a determinable useful life, which
is estimated in each case, and are carried at historical cost less amortisation. Amortisation is calculated using
the straight-line method to allocate the cost over estimated useful lives, ranging between five and twelve years.
Reliably measurable costs for licences, trademarks and similar rights as well as for product development are
capitalised only if these assets are identifiable and it is probable that the expected future economic benefits
attributable to each intangible asset will flow to Von Roll.
Financial assets
Financial assets comprise investments in securities as well as non-current loans to associated companies and
third parties.
Securities are in principle valued at fair value through profit and loss. If the fair value cannot be determined
reliably, a valuation is made at amortised cost. Loans are categorised as credits and accounts receivable and
valued at amortised cost less any impairment. Derivatives are categorised as financial assets valued at fair
value through profit and loss.
Each category of financial assets is accounted for as of the trade date.
Investments in associated companies
Investments in associated companies are recognised at cost at the time of acquisition and subsequently valued
using the equity method. Von Roll’s investment in associated companies includes goodwill (net of any accumulated impairment loss) identified at acquisition.
Impairment of tangible and intangible assets without goodwill
Tangible and intangible assets without goodwill are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised
with an impact on income for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. The value in
use is based on future expected discounted cash flows. For the purposes of assessing impairment, assets are
grouped at the lowest level for which there are separately identifiable cash flows (cash-generating units). If the
reason for an impairment that was previously recognised no longer applies, it is reversed.
Share capital
Bearer shares are classified as share capital. Issuing proceeds from 1 January 1997 which exceed the nominal
value (premium) have been reported in the capital reserves item under Group reserves since 31 December 2011.
Share-based payment
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at
the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions
are set out in Note 30. The fair value determined at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments
that are expected to vest. At each balance sheet date, Von Roll revises its estimates of the number of equity
instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit
or loss over the remaining vesting period, with a corresponding adjustment to the equity-settled employee
benefits reserve, which is allocated to the retained earnings.
48
Financial liabilities
Financial liabilities are recognised initially at fair value, net of transaction costs incurred. Financial liabilities are
subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and
the redemption value is recognised in the income statement over the period of the liability using the effective
interest method.
Provisions
Provisions for environmental restoration, contingencies and commitments, announced restructurings and legal
claims are only recognised if Von Roll has an existing legal or constructive obligation resulting from past events,
if it is more likely than not that an outflow of resources will be required to settle the obligation, or if the amount
can be reliably estimated. Restructuring provisions comprise employee severance payments, lease termination
penalties and other costs. Provisions are not made for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole.
Other short-term liabilities comprise payables to social security institutions and other non-operating payables
to third parties due within one year. Furthermore, this item includes deferred income from customers and
accrued expenses to suppliers.
Post-employment benefits, pension assets and liabilities
(a) Pension obligations
Von Roll companies operate various pension schemes, some of which are managed by external parties. Von Roll
has both defined benefit and defined contribution plans. The defined benefit obligation is calculated annually
by independent, qualified actuaries.
For defined benefit plans, the cost of providing benefits is calculated on the basis of various economic and
demographic assumptions using the projected unit credit method. This method takes into account years of
service up to the reporting period. The calculation assumptions to be made by the Group include demographic
parameters (such as staff turnover and mortality) as well as economic parameters (such as future salary trends)
that will affect the final cost of the benefits.
The cost of defined benefit plans are made up of three components :
– service cost recognised in profit and loss
– net interest expense or income recognised in profit and loss
– remeasurement recognised in other comprehensive income
49
Service cost includes current service cost, past service cost and gains or losses on settlements. Past service cost
is recognised in the period in which the plan amendment occurs. Curtailment gains and losses are accounted
for as past service cost. Contributions from plan participants or a third party reduce the service cost and are
therefore deducted if they are based on the formal terms of the plan or arise from a constructive obligation.
Net interest cost is equal to the discount rate multiplied by the net defined benefit liability or asset. Cash flows
and changes during the year are taken into account on a weighted basis.
Remeasurements of the net defined benefit liability or asset include actuarial gains and losses on the defined
benefit obligation resulting from changes in assumptions and experiences, the return on plan assets, excluding
the interest income on the plan assets that is included in the net interest, and changes in the effect of the
asset ceiling (if applicable), excluding amounts included in the net interest. Remeasurements recorded in other
comprehensive income are not recycled. However, the entity may transfer those amounts recognised in other
comprehensive income within equity.
Von Roll shows the first component of defined benefit costs in personnel expenses and the second component
of defined benefit cost in financial expenses in its consolidated income statement. Remeasurements are recognised in “other comprehensive income” (OCI). The pension obligations or assets recognised in the consolidated
statement of financial position represent the actual deficit or surplus in the Group’s defined benefit plans. Any
surplus resulting from this calculation is limited to the present value of any economic benefits available in the
form of refunds from the plans or reductions in future contributions to the plans. A liability for a termination
benefit is recognised when the entity can no longer withdraw the offer of the termination benefit or when the
entity recognises any related restructuring costs, depending on which comes first.
The plans in Switzerland are jointly financed by the employer and the employees. The contributions are fixed in the
plan regulations. For these plans, the Group applies the concept of risk sharing to the employer and employee,
which reduces the net liability reported in the company’s statement of financial position.
For defined contribution plans, Von Roll pays contributions to publicly or privately administered pension plans on
a mandatory, contractual or voluntary basis. Von Roll has no further payment obligations once the contributions
have been paid.
Payments to defined contribution plans are reported in personnel expenses when employees have rendered
service entitling them to the contributions.
( b) Other long-term employee benefits and post-employment obligations
Some Von Roll companies provide other long-term employee benefits or post-employment benefits. The
entitlement to these benefits is usually dependent on years of service. The expected costs of these benefits
are recognised in the income statement in the period in which they arise and are also calculated for the main
plans using the projected unit credit method in the same way as defined benefit plans. These obligations are
valued annually by independent, qualified actuaries.
(c) Other employee and social security benefits, accruals for staff-related costs
Other employee and social security benefits mainly comprise payments to governmental institutions and others
for social security, payroll taxes, health insurances and similar. Accruals for staff-related costs comprise accruals
for contractual bonuses, unclaimed annual leave entitlement, flexitime balances and similar. Von Roll recognises
accruals where contractually obliged or if there is a past practice that has created a constructive obligation.
50
Income tax
Income taxes include all taxes based upon the taxable profit of Von Roll. Other taxes not based on income, such
as property and capital taxes, are included in the relevant position in the income statement.
Deferred income tax is provided in full, using the comprehensive liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial
statements. An exception to this rule is that no deferred income tax can be determined for temporary differences
in conjunction with investments in subsidiaries insofar as the shareholder (parent company) is able to control
the timing of the reversal of the temporary difference, and it is probable that the temporary difference will not be
reversed in the foreseeable future. Deferred income tax is determined using tax rates and laws that have been
enacted by the balance sheet date and that are expected to apply when the related deferred income tax asset is
realised or the deferred income tax liability is settled.
Deferred income tax assets for temporary differences and unused tax losses are recognised to the extent that
it is probable that future taxable profit will be available against which the temporary differences can be utilised
and realisable temporary differences can be expected.
Deferred income tax on temporary differences arising on investments in subsidiaries and associated companies
is provided, except where Von Roll is able to control the timing of the reversal of the temporary difference and it
is probable that the temporary difference will not reverse in the foreseeable future.
Temporary differences arising from the first-time recognition of goodwill, from the first-time recognition of
assets or liabilities in conjunction with a transaction which affects neither the taxable result nor the profit for the
year are not recognised ; neither are temporary differences associated with investments in subsidiaries insofar
as it is likely that the temporary difference will not be reversed in the foreseeable future.
Tax assets and tax liabilities are netted if they relate to the same tax object in the same tax jurisdiction. Deferred
tax assets or tax liabilities are reported as non-current assets or liabilities.
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases ( net of any incentives received from the
lessor) are charged to the income statement on a straight-line basis over the period of the lease.
Government grants
Government grants are only recognised if there is reasonable assurance that the related conditions will be met
and the grants will be made. Valuation is made at fair value. The grants are accounted for on an accrual basis,
deducted from the carrying amount of the asset and recognised in profit or loss in the period in which the
corresponding expenses occur.
Segment information
Reportable business segments are determined on the basis of the management approach. External segment
reporting is then carried out on the basis of the internal financial reporting to the chief operating decision
maker. At Von Roll, this position is held by the Board of Directors of Von Roll Holding AG.
51
The primary segmentation is by business segment, and the secondary is by geographical segment. A business
segment is a group of assets and operations engaged in providing the same or similar products or services
that are subject to risks and returns which are different from those of other business segments. A geographical
segment is engaged in providing products and services within a particular economic environment that are subject
to risks and returns which are different from those of segments operating in other economic environments.
Intra-segment transfers and transactions are entered into under normal commercial terms and conditions that
would also be available to unrelated third parties (at arm’s length).
Financial risk factors
Von Roll’s activities are exposed to a variety of financial risks : market risk ( including currency risk, interest
rate risk and price risk), credit risk, liquidity risk and cash flow risk. Von Roll’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on
Von Roll’s financial performance. Von Roll uses derivative financial instruments to hedge certain risk exposures,
where appropriate.
Financial risk management is carried out according to the principles and guidelines issued by the Board
of Directors and the Executive Management. Risk management is monitored by Corporate Controlling and
continually reconciled with each operational entity ( please refer to the annual financial statements of Von Roll
Holding AG, Note 11 “Risk assessment” ). It covers identified financial risk factors as described in the previous
paragraph.
(a) Market risk
Foreign exchange risk
Von Roll operates internationally and is exposed to foreign exchange risk arising from various currency
exposures, primarily with respect to the euro, US dollar and the Indian rupee, and other currencies to a lesser
extent. Foreign exchange risk arises from sales carried out in foreign currencies and similar transactions as well
as from recognised assets and liabilities and investments carried out in foreign currencies.
To manage its foreign exchange risk, Von Roll uses, wherever necessary, forward contracts from which a
profit of TCHF 54 was made in the reporting period ( 2013 : a profit of TCHF 58). Foreign exchange risk arises
when commercial transactions of an operation are not denominated in the functional currency of the operation concerned but in another currency. There are significant (net) currency risks with respect to the euro
of CHF 28.6 million ( 2013 : CHF 35.6 million), the US dollar of CHF 20.8 million ( 2013 : CHF 28.4 million) and the
Indian rupee of CHF 12.2 million ( 2013 : CHF 12.1 million). Taken together all other currencies account for a foreign exchange risk of CHF 18.2 million ( 2013 : CHF 15.6 million). A change in all foreign currency exchange rates
of 5 % would impact the result before tax of the Von Roll Group by around CHF 4.0 million due to changes in
cash and cash equivalents, trade accounts receivable, financial liabilities and trade accounts payable. A change
in all foreign currency exchange rates of 5 % would have an impact of approximately CHF 7.1 million on equity.
Von Roll has investments in foreign operations whose net assets are exposed to foreign currency transaction
risk. The risks of foreign currency translation differences associated with subsidiaries are not hedged.
Price risk
Von Roll is exposed to price risks relating to raw materials, particularly copper. To minimise this risk, the
determination of sales prices is based on prevailing copper prices at the time of the transaction. Copper in
stock for which there are no customer orders is also hedged in significant cases by means of derivatives. These
are exclusively fair value hedges from which a profit of TCHF 130 was made in the previous year. No derivatives
to hedge copper were entered into in the reporting period. There were no open positions as at 31 December
2013 or at 31 December 2014.
52
Interest rate risk
Von Roll is exposed to interest rate risk on cash and cash equivalents and financial liabilities.
( b) Credit risk
Von Roll has no significant concentrations of credit risk. Management establishes policies to ensure that sales
of products are made to customers with an appropriate credit rating. Management defines credit limits for
each customer, which are continually monitored and adjusted. Additionally, the outstanding balances of certain
customers are covered by credit insurance facilities. The nominal value of accounts receivable less valuation
allowances is seen as an approximation of their fair value. Von Roll takes account of the risk of default by a
counterparty by only investing with financial institutions whose credit rating is outstanding.
(c) Liquidity risk
Liquidity risk is limited by maintaining sufficient cash and cash equivalents, investments with a maturity of
90 days or less and the availability of funding through an adequate number of credit facilities.
The following tables detail the Group’s remaining contractual maturities for its financial liabilities. The tables
have been drawn up on the basis of undiscounted cash flows of financial liabilities based on the earliest date
on which the Group can be required to pay. The table contains interest rates and principal repayments.
The due dates are as follows as of 31 December 2014 :
in CHF 1,000
Effective interest rate
Within 1 year
1 to 5 years
More than 5 years
Total
Bond
4.2 %
6,015
156,030
–
162,045
Convertible bond
4.0 %
763
3,050
61,762
65,575
Other non-current financial liabilities
3.0 %
–
120
–
120
–
23,973
–
–
23,973
1.5 %
Total liabilities without derivatives
1,366
–
–
1,366
32,117
159,200
61,762
253,079
Total derivatives
Total financial liabilities
–
343
–
343
32,117
159,543
61,762
253,422
The due dates as of 31 December 2013 had the following structure :
in CHF 1,000
Effective interest rate
Within 1 year
1 to 5 years
More than 5 years
Total
Bond
4.2 %
6,015
162,045
–
168,060
Other non-current financial liabilities
2.3 %
–
1,394
–
1,394
–
37,254
–
–
37,254
Total liabilities without derivatives
Total derivatives
Total financial liabilities
1.6 %
1,590
–
–
1,590
44,859
163,439
–
208,298
–
492
–
492
44,859
163,931
–
208,790
(d) Cash flow and fair value interest rate risk
The only significant interest-bearing assets of the Von Roll Group are one fixed-interest receivable from related
companies in the amount of CHF 36.0 million as well as its cash and cash equivalents, which are subject to interest rate risk. An increase of 1 % in the interest rate would increase interest income by around CHF 0.8 million
(2013 : CHF 0.6 million), while a 1 % decrease would similarly reduce interest income by around CHF 0.8 million
(2013 : CHF 0.6 million).
53
The financial liabilities of the Von Roll Group relate predominantly to a fixed-income bond. Fixed-interest financial liabilities with an interest rate fixed for a specific period of time harbour the risk of fluctuations in the values
reported in the balance sheet. Further details on the interest rates on financial liabilities are provided in Note 31
“Financial liabilities”.
Capital risk management
Von Roll manages its capital to ensure that entities in the Group will be able to continue as going concerns while
maximising returns through the optimisation of the debt and equity balance. The equity ratio fell from 40.4 %
as at the end of 2013 to 26.3 % as at 31 December 2014. At the end of 2014, the Von Roll Group had net debt of
CHF 123.2 million (2013: CHF 92.3 million).
Derivative financial instruments and hedging activities
Derivatives are initially recognised at fair value at the date on which a derivatives contract is entered into (trade
date) and are subsequently revalued at their fair value through profit and loss. In designated hedging relationships, derivatives can be used as (1) hedges of fair value of recognised assets, liabilities or a firm commitment
(fair value hedges); (2) hedges of highly probable forecast transactions (cash flow hedges); or (3) hedges of
investments in foreign subsidiaries. Currently all changes in the fair value of any derivative instruments that do
not qualify for hedge accounting are recognised immediately in the income statement. Changes in the fair value
of hedging transactions that qualify for fair value hedge accounting are reported in the same item of the income
statement as the corresponding change in fair value of the underlying transaction. Results from ineffective
hedging transactions are reported in the financial result.
Use of assumptions and estimates
Von Roll’s principal accounting policies are set out in this section of the consolidated financial statements and
are based on the International Financial Reporting Standards (IFRS). Significant judgements and estimates are
used in the preparation of the consolidated financial statements, which to the extent that actual outcomes and
results may differ from these assumptions and estimates, could affect the accounting in the areas described.
The estimates and underlying assumptions are based on historical experience and various other factors that
are believed to be reasonable under the given circumstances. Subsequent outcomes may deviate from these
estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary if there are changes in the circumstances on which the estimate was based,
or as a result of new information or more experience. Such changes are recognised in the period in which the
estimate is revised. The key assumptions are described below and also outlined in the respective notes :
Revenue recognition
Revenue is only recognised when the management judges that the significant risks and rewards of ownership
have been transferred to the customer. The management believes that the total accruals and provisions for
these items are adequate, based on currently available information.
Property, plant and equipment and intangible assets, including goodwill
Property, plant and equipment and intangible assets, including goodwill, are reviewed annually for impairment.
To assess if any impairment exists, estimates are made of future cash flows expected to result from use of the
asset and its possible disposal.
54
Income tax
Significant estimates are required in determining current and deferred assets and liabilities for income taxes.
Some of these estimates are based on interpretations of existing tax laws or regulations. The management
believes that the estimates are reasonable and that the recognised assets and liabilities for income tax-related
uncertainties are adequately recognised. This applies in particular for the capitalisation of tax loss carryforwards, which is based on expected future gains.
Pensions and other post-employment benefits
At a number of different Von Roll sites, the employees participate in post-employment defined benefit and
contribution plans. The calculations of the recognised assets and liabilities for defined benefit plans are based
upon statistical and actuarial calculations. Where the calculations differ from the actuarial assumptions and
are approved by the management, these can impact the assets or liabilities recognised in the balance sheet
in future periods.
Legal provisions
Several Von Roll companies are party to various legal proceedings. Based on current knowledge, the management has made assumptions of the possible impact of these open legal claims and made corresponding
provisions.
Environmental provisions
Management believes that total provisions for environmental matters are adequate based upon the information
currently available.
55
2. Changes within the consolidated Group
Purchase of Albesiano Sisa Vernici S.r.l.
On 30 May 2013, Von Roll purchased 100 % of the shares of the company Albesiano Sisa Vernici S.r.l. based
in Trofarello, Italy. Albesiano Sisa Vernici S.r.l. specialises in manufacturing liquids, resins and coatings. The
company is therefore reported in the Von Roll Insulation segment. The cash purchase price for the shares is
TCHF 12,480 and has been paid in full.
The acquired company’s net assets are shown in the following table :
in CHF 1,000
Fair value
76
7,486
Inventories
4,308
10,322
Intangible assets
Other assets
Deferred tax assets
Total assets
1,539
361
412
24,504
– 4,715
– 3,759
Other liabilities and deferred income
– 2,479
Total liabilities
Net assets
Goodwill
– 1,560
– 12,513
11,991
489
Consideration paid in cash
12,480
Consideration paid in cash
12,480
Cash and cash equivalents acquired
Net cash outflow
– 76
12,404
The identifiable assets acquired and liabilities assumed were valued at their fair value at the time of acquisition.
The value adjustments made during purchase price allocation mainly relate to land and buildings, which are
reported under property, plant and equipment, and a reacquired right, which is shown under intangible assets. The
land and buildings were adjusted by TCHF 3,541 to their fair value at the time of acquisition. Within the scope of
the valuation of a reacquired right in accordance with IFRS 3.B35, the licence to service the European market that
had been assigned to Albesiano Sisa Vernici S.r.l. by John C. Dolph Company, which also belongs to the Von Roll
Group, was revalued and reported under intangible assets. The reacquired rights were valued at TCHF 1,539 and
will be amortised over the residual contract term until 2016. The conditions for agreeing the licence corresponded
to market values, meaning that there was no profit or loss on settlement.
The gross contractually agreed receivables amount to TCHF 8,062, of which TCHF 343 are considered doubtful.
The deferred tax assets and liabilities include the deferred tax on the adjustments mentioned above.
56
The purchase price allocation gives rise to goodwill in the amount of TCHF 489, which is not tax-deductible. The
goodwill arising from this transaction primarily includes potential synergies, long-term access to the market,
employees and other inseparable intangible assets.
Albesiano Sisa Vernici S.r.l. contributed sales of TCHF 13,181 in 2013 since its consolidation for the first time
and added TCHF 613 to the company’s earnings in 2013. If Von Roll had acquired the company with effect from
1 January 2013, sales and earnings in 2013 would have increased by TCHF 21,710 and TCHF 562 respectively.
Von Roll incurred transaction costs of TCHF 263 from the purchase of the shares in Albesiano Sisa Vernici S.r.l.
These mainly comprised due diligence and legal advice costs and are included in administrative expense in the
statement of comprehensive income for financial year 2013.
Sale of Von Roll Transformers Ltd.
The contract of sale for the shares in Von Roll Transformers Ltd. based in Ramat Ha’Sharon, Israel, to International
Transformer AG based in Cham, Switzerland, for a transaction value of CHF 40.0 million was signed on 1 1 December 2014. Of this amount, liabilities totalling CHF 36.0 million were assumed. International T
ransformer AG
qualifies as a related company. The sale price is based on an external valuation. The transaction was c
ompleted
on 30 December 2014. In addition to the sale price paid, standard price adjustment clauses also apply, which
may bring in further payments over two years.
Von Roll entered into standard obligations in conjunction with the sale. The terms and all the maximum liability
limits for the obligations entered into are normal for transactions of this kind.
Result from discontinued operations:
in CHF 1,000
2014
2013
Net sales
61,349
54,665
Expenses
– 58,342
– 75,988
3,007
– 21,323
Result from discontinued operations, before income taxes
Income tax
–
– 41
3,007
– 21,364
Remeasurement to fair value less cost of disposal
– 40,481
–
Reclassification of currency translation adjustments 1
– 16,065
–
– 53,539
– 21,364
– 53,539
– 21,364
Result from discontinued operations
Net result from discontinued operations
Net income attributable to:
–
–
– 53,539
– 21,364
Earnings per share
177,712,693
177,717,425
Weighted average number of shares outstanding
– 0.301
– 0.120
– 0.301
– 0.120
1
In the year of the deconsolidation of a foreign entity the cumulative currency translation adjustments recorded in the other comprehensive income are
reclassified to the income statement.
57
Cash flows from discontinued operations:
in CHF 1,000
2014
2013
– 2,262
– 317
Cash flow from investing activities
– 5,014
– 1,493
Cash flow from financing activities
– 144
– 236
– 7,420
– 2,046
Net cash flow from discontinued operations
Effects on the balance sheet due to the sale of Von Roll Transformers Ltd.:
in CHF 1,000
30.12.2014
4,649
16,992
Inventories
38,937
Tax receivables
Other accounts receivable and prepaid expense
66
3,012
9,701
Intangible assets
19,051
Non-current financial assets
11,886
Pension plan assets
Current provisions
Non-current financial liabilities
122
– 15,093
– 2,988
– 3,611
– 36,000
– 2,243
Net assets
44,481
Remeasurement to fair value less cost of disposal
Net assets (after remeasurement )
Consideration received in cash
Cash and cash equivalents disposed of
Net cash flow
– 40,481
4,000
4,000
– 4,649
– 649
The sales proceeds correspond to the value of net assets following revaluation at market prices. There is therefore no net income from the sale.
Merger of Pearl Metal Products (Bangalore) Pvt. Ltd into Pearl Insulations Pvt. Ltd
Pearl Metal Products (Bangalore) Pvt. Ltd, Bangalore, was merged into Pearl Insulations Pvt. Ltd, Bangalore, during
the reporting year.
Liquidation of Shenzhen Shengbida Electric Material Co. and Von Roll Malaysia Sdn. Bhd.
Shenzhen Shengbida Electric Material Co., Shenzhen, and Von Roll Malaysia Sdn. Bhd., Kuala Lumpur, were
liquidated during the reporting year.
58
3. Foreign currencies
The following exchange rates were used for the translation into Swiss francs (CHF) :
Average rates
Period end rates
2014
2013
31.12.2014
EUR
1.215
1.229
1.203
31.12.2013
1.223
USD
0.909
0.927
0.986
0.886
GBP
1.505
1.446
1.534
1.462
ILS
0.256
0.255
0.251
0.255
INR
0.015
0.016
0.016
0.014
BRL
0.390
0.435
0.369
0.376
CNY
0.148
0.151
0.158
0.146
4. Net sales
In the reporting year, net sales developed as follows compared with the previous year :
in CHF 1,000
Due to volume and prices
Thereof copper
2014
in %
2013
(restated)
in %
– 1,651
– 0.4 %
– 40,235
– 9.0 %
– 7
–
– 22,641
– 5.1 %
Due to currency changes
– 7,803
– 1.9 %
– 2,778
– 0.6 %
Due to changes in scope of consolidation
10,493
2.5 %
13,181
2.9 %
1,039
0.2 %
– 29,832
– 6.7 %
Von Roll
Von Roll
Insulation
Von Roll
Composites
Other
activities
14,494
Total
5. Segment information
A breakdown by business segment in financial year 2014 is shown below :
in CHF 1,000
Total net sales
437,078
289,425
133,159
Thereof sales to other segments
– 18,234
– 10,379
– 7,855
–
Net sales
418,844
279,046
125,304
14,494
Operating expenses
– 430,757
– 269,279
– 138,387
– 23,091
EBITDA
– 11,913
9,767
– 13,083
– 8,597
Depreciation and impairment of property, plant and equipment
– 15,700
– 9,404
– 4,656
– 1,640
– 4,883
– 3,173
– 42
– 1,668
– 32,495
– 2,810
– 17,781
– 11,904
Amortisation and impairment of intangible assets
Segment result ( EBIT)
Financial result
Income tax
– 8,007
3,837
– 36,665
Result from discontinued operations, net of income taxes
– 53,539
– 90,204
Impairments
35,480
29,505
2,571
3,404
4,137
2,979
1,060
98
2,268
1,281
923
64
59
A breakdown by business segment in financial year 2013 is shown below :
Von Roll
(restated)
Von Roll
Insulation
Von Roll
Composites
Other
activities
(restated)
Total net sales
437,119
284,817
141,250
11,052
Thereof sales to other segments
– 19,314
– 11,150
– 8,164
–
Net sales
417,805
273,667
133,086
11,052
– 410,027
– 261,739
– 130,263
– 18,025
7,778
11,928
2,823
– 6,973
Depreciation and impairment of property, plant and equipment
– 11,833
– 7,518
– 3,686
– 629
Amortisation and impairment of intangible assets
– 2,058
– 1,181
– 63
– 814
Segment result ( EBIT)
– 6,113
3,229
– 926
– 8,416
Financial result
– 6,715
24,958
16,865
3,204
4,889
314
313
1
–
2,551
1,298
972
281
in CHF 1,000
Operating expenses
EBITDA
Income tax
Result from discontinued operations, net of income taxes
Impairments
– 2,131
– 14,959
– 21,364
– 36,323
Segments to be reported are determined on the basis of the management approach. External segment reporting
is then carried out on the basis of the organisational and management structure within the Group as well as
internal financial reporting to the chief operating decision maker. At Von Roll, this position is held by the Board
of Directors of Von Roll Holding AG.
Segment information
As of the reporting year, the main operating activities of Von Roll are divided into the Von Roll Insulation
and Von Roll Composites business segments. They form the basis for segment reporting. Von Roll’s business
s egments encompass all activities in line with its production processes. The Von Roll Technologies segment,
which was the third operating segment until midway through the reporting year, no longer met the materiality
criteria when the transformers business was sold. Activities involving the design and construction of water and
wastewater treatment plants are now reported under Other activities.
Principal activities break down as follows :
» Von Roll Insulation – Production and supply of electrical insulation materials and winding wires.
» Von Roll Composites – Production and supply of composite materials.
For further information on the business segments, please refer to the image section of this Annual Report.
Other activities include income and expense of holding companies and companies that cannot be categorised
as part of the operating business and net income from investment properties and the activities involving the
design and construction of water and wastewater treatment plants.
60
Geographical information by location of customer
The table below shows a breakdown of Group net sales by geographical market, irrespective of the origin of
the goods and services :
2014
in %
2013
(restated)
in %
229,047
54.7 %
219,210
52.5 %
4.5 %
95,567
22.8 %
95,727
22.9 %
– 0.2 %
in CHF 1,000
EMEA
America
Asia
Von Roll
Variation
94,230
22.5 %
102,868
24.6 %
– 8.4 %
418,844
100.0 %
417,805
100.0 %
0.2 %
Information on gross sales generated with external clients in Switzerland is not available and the costs of compiling it would be excessively high.
Information on major clients
The Group believes that there is no significant dependency on one client either within a segment or across
s egments. Von Roll does not generate more than 10 % of Group sales with any one client.
Geographical information by location of assets
The following table shows a geographical breakdown by location of assets:
Von Roll
in CHF 1,000
Net sales to third parties
EMEA
2014
2013
(restated)
418,844
417,805
35,480
2,268
America
Asia
2014
2013
(restated)
2014
2013
2014
2013
240,756
236,158
91,879
92,877
86,209
88,770
24,958
30,704
16,877
3,421
4,280
1,355
3,801
2,551
1,131
1,385
373
377
764
789
Allocation of goodwill
The goodwill allocated to the Von Roll Insulation segment amounts to TCHF 10,992 (2013 : TCHF 11,715) and
that of the Composites segment TCHF 0 (2013 : TCHF 0). Goodwill totalling TCHF 2,215 (2013 : TCHF 2,253) is
allocated to the Other activities segment.
The method applied for the impairment test is described in Note 19 relating to goodwill, Note 20 relating to
intangible assets and Note 18 relating to property, plant and equipment.
61
6. Expense by type and function
in CHF 1,000
2014
2013
(restated)
– 215,332
– 215,231
Expense by type
Raw materials and consumables
Energy cost
Employee benefit expenses ( Note 7)
Depreciation and impairments on PPE and intangible assets ( Note 9)
Other expenses
Total
– 15,099
– 16,655
– 144,636
– 130,317
– 17,921
– 13,703
– 60,230
– 49,837
– 453,218
– 425,743
– 347,611
– 345,765
Expense by function
Cost of goods sold
Research and development expense
– 8,409
– 8,174
– 30,706
– 29,136
Administrative expenses
– 42,135
– 42,668
Restructuring expenses included in the other operating expenses
– 24,357
–
– 453,218
– 425,743
2014
2013
(restated)
– 102,799
– 101,271
Sales and distribution expenses
Total
7. Personnel expenses
in CHF 1,000
Wages and salaries
Post-employment benefit costs
Other social security costs
Other personnel costs
Total
– 5,482
– 4,689
– 20,518
– 19,870
– 15,837
– 4,487
– 144,636
– 130,317
In the consolidated income statement, personnel expenses are included in the corresponding functional costs.
62
8. Number of employees
Number at 31 December
Production
2014
2013
1,714
1,964
222
221
Sales and distribution
100
108
Administration
232
258
FTE at year end
2,268
2,551
Average for the year
2,307
2,680
2014
2013
(restated)
9. Depreciation, amortisation and impairments
in CHF 1,000
Land and buildings ( Notes 6 and 18)
Technical installations and machinery ( Notes 6 and 18)
Plant and office equipment ( Notes 6 and 18)
Investment property ( Notes 12 and 21)
Total regular depreciation on PPE and investment property
– 1,701
– 1,538
– 9,620
– 8,826
– 1,618
– 967
– 643
– 188
– 13,582
– 11,519
Intangible assets ( Notes 6 and 20)
– 2,864
– 2,058
Total regular amortisation on intangible assets
– 2,864
– 2,058
Impairments on PPE ( Notes 6 and 18)
– 2,118
– 314
Impairments on goodwill ( Note 19)
– 2,019
–
Total impairments
– 4,137
– 314
– 20,583
– 13,891
in CHF 1,000
2014
2013
Rental income
674
815
Royalty income
155
368
449
1,200
Total depreciation, amortisation and impairments
10. Other operating income
Income from other services
Income from dissolution of other provisions
Income from insurance reimbursements
Profit from the sale of non-current assets
Income from dissolution of restructuring provisions
Other operating income
Total
–
437
2,144
1,126
6
–
137
–
9
533
3,574
4,479
63
11. Other operating expense
in CHF 1,000
Restructuring costs ( Note 13)
2014
2013
– 24,357
–
Impairment on goodwill ( Note 19)
– 2,019
–
Rental expenses for sublet areas
– 619
– 698
Expenses for withholding taxes
–
– 462
Legal expenses
4
– 45
– 586
– 1,672
Expenses for damages
Loss from the disposal of non-current assets
Other operating expense
Total
–
– 278
– 534
– 1,106
– 28,111
– 4,261
12. Result from investment properties
in CHF 1,000
Income from investment property
Expense for investment property
2014
2013
3,413
2,926
– 711
– 1,131
Depreciation on investment property ( Notes 9 and 21)
– 643
– 188
Total
2,059
1,607
13. Restructuring costs
As part of the implementation of Von Roll’s current strategy and the “Delta Integrale” transformation programme,
which comprises the elements “Focus & Growth”, “Increasing Efficiency”, “Reorganisation” and “Employee
Motivation”, Von Roll has decided upon the following restructuring measures :
Closure of the plant in Dunstable, UK
The site in Dunstable (England), which belongs to Von Roll UK Ltd., was closed in December 2014.
This site processed wire products for the service and repair market and sold them to local customers, mainly
in small quantities. The negative market trend over the past few years, poor profitability and limited market
prospects for this specific business do not have a long-term place in Von Roll’s strategy and were not sustainable in the long run.
The 11 employees affected were informed in May 2014.
Closing the site is expected to cost CHF 1.2 million. Costs were mainly incurred in the form of personnel
xpenses, site clearance and scrapping charges as well as costs for unfavourable contracts. Provisions have
e
been recognised to cover all costs and most of them have already been incurred.
Transfer of liquids operations to Schenectady, USA
Von Roll is to set up a new centre of excellence for the liquids sector (resins and varnishes) in Schenectady,
USA. This project requires significant investment in equipment and infrastructure and will unfortunately mean
closing our Monmouth Junction site in mid-2015. The 25 operational employees affected, who were key to the
success of the site, have been informed about the decision.
Consolidating our American liquids operations marks an important step towards integrating our p
roduction
capacities. By combining operating activities, Von Roll can increase its overall capacity utilisation and
productivity and become more competitive while also streamlining its product range.
64
Closing the site is expected to cost CHF 1.4 million. Costs will mainly be incurred in the form of personnel
expenses and charges for site clearance and scrapping.
Consolidation of lamination operations in the USA
Lamination operations in the USA are currently split between the sites in Schenectady (mica and composites
sector) and New Haven (composites sector). Both centres require significant investment in modernisation to
guarantee production capacity and become more competitive in North America. The plant optimisation plans
include consolidating lamination operations at a single site to reduce production risks and increase efficiency
with minimal investment. Renovation and demolition work will be required to modernise the production facil
ities. Provisions amounting to CHF 6.2 million were set aside for the restructuring measures.
Concentration of production at a single plant in Nelamangala, India
Activities in India focus on the wire sector, with production currently based at three sites in the Bangalore
region. The plants in Nelamangala and Peenya process a similar volume of business, while a further production
site belonging to Pearl Metal Products Pvt. Ltd. in Peenya is significantly smaller. At the moment, the plants are
not very productive as there are a large number of them, which results in a large workforce, more repairs and
considerable material wastage. To consolidate the plants, the two in Peenya will be closed and incorporated
into the existing one in Nelamangala. Closing the two sites and incorporating them into the new production site
means another major reduction in personnel. Restructuring provisions totalling CHF 2.1 million were set aside
for these measures.
Closure of the production site in Düren, Germany
As part of the announced strategy and the associated optimisation of production sites, Von Roll Holding AG
plans to close its plant in Düren (Germany) in the second half of 2015.
This plant employs around 120 staff. The moulded parts product range is to be discontinued when the plant
closes.
Provisions for all associated restructuring expenses were set aside in the current financial year, 2014. The
expenses in question relate primarily to personnel measures, demolition costs and rent.
By consolidating the plants, we are adjusting the necessary capacity in line with demand, which will enable us
to utilise production resources sustainably at our sites. This will increase production efficiency and make us
more competitive.
14. Financial income
in CHF 1,000
Interest received
Gain from financial hedging activities
Foreign exchange gains
Other financial income
Total
2014
2013
(restated)
1,188
1,190
801
398
8,815
7,489
90
61
10,894
9,138
65
15. Financial expense
in CHF 1,000
2014
2013
(restated)
Interest expense on bank debts
– 102
– 80
Interest expense on pension funds
– 907
– 856
Bank charges
Interest expense on bonds
Interest expense on loans and other financial liabilities
Foreign exchange losses
Loss from financial hedging activities
Loss from operative hedging activities
Impairments on financial assets ( Note 22)
– 520
– 486
– 7,409
– 6,130
– 446
– 639
– 9,099
– 7,017
– 249
– 635
–
– 7
– 168
–
– 1
– 3
– 18,901
– 15,853
2014
2013
( restated)
Result before tax from continuing operations
– 40,502
– 12,828
Result before tax from discontinued operations
– 53,539
– 21,323
Income taxes at Swiss statutory rate
21.0 %
21.0 %
Expected tax income
19,749
7,172
Applicable tax rates differing from Swiss statutory rate
– 2,749
– 3,442
Other financial expense
Total
16. Income tax
in CHF 1,000
Non-tax-deductible expenses
– 12,050
– 3,558
Non-taxable income
1,256
1,511
Variation of tax rate
–
– 38
– 7,750
– 6,253
Increase in unrecognised tax losses
Utilisation of unrecognised tax losses
Taxes relating to prior periods and other items
Effective tax income (+) / expense (–)
7,030
387
– 1,648
2,049
3,838
– 2,172
– 3,325
– 3,720
Tax expense is as follows :
Current tax
Deferred tax
Total tax income (+) / expense (–)
Thereof reported under discontinued operations
Taxes paid
7,162
1,548
3,837
– 2,172
–
– 41
4,189
4,724
The income tax rate in accordance with the Swiss tax burden corresponds to the rate of income tax paid by
operational Group companies domiciled at the headquarters. In principle, the fluctuation in the line “Applicable
tax rates differing from Swiss statutory rate” depends on the breakdown of the results among the various subsidiaries and tax jurisdictions.
In addition to the post-tax result recognised through profit or loss, TCHF 4,527 ( 2013 : TCHF –3,729) was recognised in other comprehensive income and TCHF –747 ( 2013 : TCHF 0) was recognised directly in equity in the
reporting year.
66
Deferred taxes arising from timing differences between the tax base and their carrying amounts consisted of
the following items:
in CHF 1,000
Assets
Liabilities
Assets
Liabilities
31.12.2014
31.12.2014
31.12.2013
31.12.2013
Current assets
4,710
277
2,151
467
Non-current assets
3,288
7,820
4,442
14,726
Short-term liabilities
4,602
3,565
1,889
827
Long-term liabilities
7,629
695
5,550
612
53,696
–
35,998
–
Tax loss
Valuation allowance on deferred tax assets
and tax losses
– 47,402
–
– 33,104
–
Deferred taxes (gross)
26,523
12,357
16,926
16,632
Offsetting
– 5,069
– 5,069
– 3,518
– 3,518
Deferred taxes (net)
21,454
7,288
13,408
13,114
As at 31 December 2014, there are no temporary differences arising from investments in Group companies.
In view of the likelihood of netting tax losses carried forward against future taxable earnings, as at 31 December 2014 deferred income tax assets on tax losses carried forward and on other temporary differences totalling
TCHF 26,523 (2013 : TCHF 16,926) were capitalised at a number of subsidiaries. In line with the business
plans, deferred income tax assets were capitalised on tax losses carried forward in the amount of TCHF 5,717
(2013 : TCHF 1,902) at subsidiaries that posted a loss in 2014.
The above amounts are included in the following balance sheet items :
in CHF 1,000
31.12.2014
31.12.2013
Deferred tax assets
21,454
13,408
– 7,288
– 13,114
Net deferred tax assets
14,166
294
31.12.2014
31.12.2013
Current tax is included in the balance sheet as follows :
in CHF 1,000
Taxes receivable
Taxes payable
Net current taxes receivable (+) / payable (–)
4,087
2,427
– 4,019
– 2,846
68
– 419
Movements in tax losses carried forward are as follows :
in CHF 1,000
At 1 January
Translation effects
Adjustments of previous year’s values
2014
2013
231,049
184,772
183
1,113
– 7,533
– 5,495
Increase in tax losses
128,087
51,998
Capitalised and provided tax losses utilised
– 45,741
– 1,339
Changes in the scope of consolidation ( Note 2)
Tax losses carried forward at 31 December
– 4,148
–
301,897
231,049
67
Expiry dates for tax losses carried forward are as follows :
in CHF 1,000
31.12.2014
In 1 year
1,700
266
In 2 years
1,470
1,269
In 3 years
31.12.2013
20,471
1,056
In 4 years and more
278,256
228,458
Total
301,897
231,049
Tax losses carried forward are recognised to the extent that it is probable that future taxable profits will be available. Cumulative tax losses of TCHF 220,122 ( 2013 : TCHF 115,671) relate to tax losses in tax-privileged holding
companies. For the reasons mentioned above, no deferred taxes were capitalised on tax losses carried forward
amounting to TCHF 102,645 ( 2013 : TCHF 45,639). Of the total tax losses carried forward as at 31 December 2014,
TCHF 266,692 ( 2013 : TCHF 210,593) relate to tax losses carried forward on which no deferred income tax assets
have been capitalised. Most of these tax losses carried forward will expire in four or in subsequent years.
17. Earnings per share
2014
2013
Basic earnings per share
Net income attributable to shareholders in CHF 1,000
Average number of shares outstanding in shares
– 90,129
– 36,314
177,712,693
177,717,425
– 0.507
– 0.204
– 90,129
– 36,314
Diluted earnings per share
Net income attributable to shareholders in CHF 1,000
Increase in net income attributable to shareholders, assuming all outstanding convertible bonds
are exercised
Average number of diluted shares outstanding in shares
1,121
–
191,361,171
177,717,425
– 0.507
– 0.204
177,717,425
The calculation of diluted earnings per share is based on the following data:
Average number of shares outstanding in shares
177,712,693
Effect of dilutive share options in share equivalent
13,648,478
–
Average number of dilutive shares outstanding in shares
191,361,171
177,717,425
The dilution effect relates to the option to exercise conversion rights in connection with the issuing of the
convertible bonds on 18 June 2014. The diluted earnings per share are the same as the undiluted earnings per
share because the convertible bonds have an antidilutive effect. Please refer to Note 31 “Financial liabilities”
for further explanation.
68
18. Property, plant and equipment
in CHF 1,000
Land
and
buildings
Technical
installation
and machinery
Plant and
office
equipment
Total
Cost
122,350
346,640
30,008
498,998
Additions
Balance at 1 January 2013
1,387
18,061
955
20,403
9,786
450
86
10,322
Disposals
– 938
– 2,210
– 651
– 3,799
Currency translation
– 570
– 272
– 152
– 994
Reclassifications
– 389
– 1,123
– 1,151
– 2,663
131,626
361,546
29,095
522,267
Balance at 1 January 2014
522,267
131,626
361,546
29,095
Additions
511
29,230
531
30,272
Disposals
– 179
– 12,275
– 1,125
– 13,579
– 6,624
– 59,790
– 7,022
– 73,436
696
1,905
224
2,825
3,119
– 7,690
5,122
551
129,149
312,926
26,825
468,900
Reclassifications
Accumulated depreciation
Balance at 1 January 2013
– 101,576
– 277,080
– 25,193
– 403,849
Depreciation ( Note 9)
– 1,746
– 9,887
– 1,035
– 12,668
Impairments (Note 9)
– 14
–
– 300
– 314
Disposals
918
1,965
629
3,512
206
– 570
53
– 311
167
– 1,307
1,411
271
Balance at 31 December 2013
– 102,045
– 286,879
– 24,435
– 413,359
Balance at 1 January 2014
Reclassifications
– 102,045
– 286,879
– 24,435
– 413,359
Depreciation (Note 9)
– 1,939
– 10,733
– 1,683
– 14,355
Impairments (Note 9)
– 588
– 1,528
– 2
– 2,118
176
11,747
1,084
13,007
5,207
51,932
6,685
63,824
– 222
– 645
– 164
– 1,031
– 18
2,370
– 3,991
– 1,639
– 99,429
– 233,736
– 22,506
– 355,671
Net carrying amounts at 31 December 2013
29,581
74,667
4,660
108,908
29,720
79,190
4,319
113,229
Disposals
Reclassifications
Technical installations and machinery include an amount of TCHF 27,248 (2013 : TCHF 11,625 ) relating to property,
plant and equipment under construction.
Property, plant and equipment are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. This impairment test has been determined
using the discounted cash flow method applying discount rates ranging from 7.8 % to 10.9 %. The management
estimates discount rates using rates that reflect current market assessments of the time value of money and the
risks specific to the cash-generating units. In addition, the management assumes an annual growth rate of 1.5 %
for the calculation of the perpetual annuity.
69
Von Roll prepares cash flow forecasts derived from the most recent financial budget 2015 approved by the management and the Board of Directors and extrapolates cash flows for 2016 to 2019 and following years based on
the anticipated growth rates for the business model. In setting the planning parameters, sufficient allowance
was made for growth based on corporate targets and current global economic conditions.
Impairment tests in 2014 revealed the need for impairment in the amount of TCHF 2,118 (2013: 314). TCHF 960 of this
amount related to the Von Roll Insulation segment, TCHF 1,060 to the Von Roll Composites segment and TCHF 98
to the Other activities segment. TCHF 71 of the impairment amount is included in manufacturing costs, TCHF 97 in
administration expense and TCHF 1,950 in other operating expense.
19. Goodwill
in CHF 1,000
Balance at 1 January
Additions ( Note 2)
Impairments
Balance at 31 December
2014
2013
13,968
14,474
–
489
– 2,019
–
1,258
– 995
13,207
13,968
In accordance with IFRS 3 (revised), goodwill is tested for impairment at year end or whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable.
The impairment test has been determined using the discounted cash flow method applying discount rates
ranging from 7.8 % to 10.8 % (2013 : 6.9 % to 12.7 %). The management estimates discount rates using rates that
reflect current market assessments of the time value of money and the risks specific to the cash-generating
units. In addition, the management assumes an annual growth rate of 1.5 % for the calculation of the perpetual
annuity for all units (2013 : 1.5 %). An increase in the discount rates of 1 percentage point would increase the
impairment amount in the Other activities segment by TCHF 1,340.
Von Roll prepares cash flow forecasts derived from the most recent financial budget for the year 2015 approved
by the management and the Board of Directors and extrapolates cash flows for 2016 to 2019 and following
years based on the anticipated growth rates for the business. In setting the planning parameters, sufficient
allowance was made for growth based on corporate targets and current global economic conditions. For the
cash-generating units corresponding to legal entities and assigned to the Von Roll Insulation segment (John C.
Dolph Company, Von Roll Austral Inc., Albesiano Sisa Vernici S.r.l. and Von Roll India), growth rates of between
– 4.2 % and 19.9 % have been assumed in the planning phase 2016 to 2019 ( 2013 : between 4.5 % and 23.2 %). The
anticipated EBIT margins are between 1.6 % and 14.5 % ( 2013 : between 4.5 % and 14.0 %). No goodwill is allocated to the Von Roll Composites segment (2013 : no goodwill). For the company in the Other activities segment
(Von Roll BHU Umwelttechnik GmbH), the management is anticipating growth rates in the planning phase of
up to 55.8 % (2013 : up to 45.0 %) and EBIT margins of between 3.0 % and 3.4 % ( 2013 : 3.1 % to 5.5 %). These high
growth rates are the result of the increased focus being placed on large-scale projects in the water industry.
The impairment tests run in 2014 revealed that goodwill allocated to Von Roll Austral Inc. in the amount of
TCHF  2,019 required impairment due to its business performance ( 2013 : no impairment needed ). This is reported
under other expenses in the Von Roll Insulation segment.
70
20. Intangible assets
Trademarks,
licenses and
similar rights
Customer list
Other
intangible
assets
Total
22,739
18,668
28,745
70,152
4,248
–
10
4,258
–
–
1,539
1,539
Disposals
– 34
–
– 14
– 48
Reclassifications
– 38
–
–
– 38
– 11
740
– 160
569
26,904
19,408
30,120
76,432
in CHF 1,000
Cost
Balance at 1 January 2013
Additions
26,904
19,408
30,120
76,432
Additions
3,599
–
–
3,599
Disposals
– 251
–
– 64
– 315
–
– 18,966
– 7,365
– 26,331
Reclassifications
101
–
–
101
19
– 442
1,718
1,295
30,372
–
24,409
54,781
– 11,587
– 87
– 25,363
– 37,037
– 1,112
–
– 946
– 2,058
8
–
5
13
– 29
–
1
– 28
Accumulated amortisation
Amortisation ( Note 9)
Disposals
Reclassifications
17
–
52
69
– 12,703
– 87
– 26,251
– 39,041
– 12,703
– 87
– 26,251
– 39,041
– 1,725
–
– 1,139
– 2,864
248
–
64
312
–
89
7,365
7,454
Amortisation ( Note 9)
Disposals
Reclassifications
– 53
–
–
– 53
– 16
– 2
– 1,488
– 1,506
– 14,249
–
– 21,449
– 35,698
14,201
19,321
3,869
37,391
16,123
–
2,960
19,083
Other intangible assets primarily comprise a licence which was revalued as part of the acquisition of Albesiano
Sisa Vernici S.r.l. (see Note 2 “Changes within the consolidated Group”).
In financial year 2014, internally generated intangible assets in the amount of TCHF 1,292 (2013: TCHF 1,770)
were capitalised.
71
Intangible assets are reviewed for impairment at least annually or whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. The impairment test has been determined using the
discounted cash flow method applying discount rates ranging from 7.8 % to 10.9 %. The management estimates
discount rates using rates that reflect current market assessments of the time value of money and the risks
specific to the cash-generating units. In addition, the management assumes an annual growth rate of 1.5 % for the
calculation of the perpetual annuity.
Von Roll prepares cash flow forecasts derived from the most recent financial budget for the year 2015 approved
by the management and the Board of Directors and extrapolates cash flows for 2016 to 2019 and following years
based on the anticipated growth rates for the business. In setting the planning parameters, sufficient allowance
was made for growth based on corporate targets and current global economic conditions.
21. Investment property
in CHF 1,000
2014
2013
40,790
37,988
Cost
Additions
1,609
297
Reclassifications from fixed assets
1,430
2,505
43,829
40,790
– 34,458
– 34,223
– 643
– 188
Accumulated depreciation
Depreciation (Notes 9 and 12)
Reclassifications from fixed assets
Net carrying amounts at 31 December
15
– 47
– 35,086
– 34,458
8,743
6,332
The fair value of investment property stands at TCHF 22,072 ( 2013 : TCHF 24,707). Fair values for buildings
have been determined using the discounted cash flow model, applying discount rates ranging from 4.5 % to
5.15 %. Fair values for unimproved land have been determined on the basis of current market prices. Fair values
are c alculated regularly (every five years ) by independent and qualified experts. The latest valuations were
performed in November 2014. The next valuation will be performed in 2019.
72
22. Financial assets
in CHF 1,000
2014
2013
18,204
20,499
Additions
39,016
1,519
Disposals / Repayments
– 4,370
– 4,098
Changes in consolidation scope ( Note 2)
– 11,777
4
Impairments ( Note 15)
– 168
–
Currency translations
– 328
280
Balance at 31 December ( Note 27)
40,577
18,204
Of which short-term
36,525
–
Of which long-term
4,052
18,204
Financial assets mainly consist of a receivable in the amount of TCHF 36,000 acquired from the buyer of Von Roll
Transformers Ltd. and derivative financial instruments in the amount of TCHF 525 as well as an investment of over
20 % in Transalpina GmbH, Vienna, which is not shown separately in the balance sheet for materiality reasons.
Von Roll earned dividend income amounting to TCHF 27 ( 2013 : TCHF 0) from Transalpina GmbH in 2014.
The 30 % investment in WaRoTec GmbH, Aschaffenburg, was written off during the reporting year. No investment
income was generated from WaRoTec GmbH as an associated company in 2014 ( 2013 : TCHF 0).
Valuations at fair value recognised in the balance sheet
Financial instruments valued at fair value when first included are allocated to hierarchical levels 1 to 3 according
to the observability of valuation bases.
»L
evel 1 valuations at fair value are based on quoted prices (unadjusted) in an active market for identical
assets and liabilities.
» Level 2 valuations at fair value are based on data other than the prices quoted in level 1. The factors used for
the valuation are observable either directly (e.g. as prices) or indirectly ( e.g. derived from prices).
» Level 3 valuations at fair value are based on valuation methods using parameters for assets and liabilities
that are based upon non-observable market data (unobservable data).
The derivative financial instruments are the only financial assets held by the Von Roll Group which are valued at
fair value. They are allocated to Level 2 of the fair value hierarchy in accordance with IFRS 7.
73
23. List of subsidiaries
Details of Von Roll’s significant consolidated subsidiaries as of 31 December 2014 are as follows :
Name and registered office
Percentage of
shareholding
Country
Share
capital
Share capital
currency amount ( in 1,000)
Principal
activity
EMEA
Von Roll Schweiz AG, Breitenbach
99.99 %
CH
CHF
16,000
Prod. and sales
100.00 %
CH
CHF
1,500
Management
97.50 %
CH
CHF
100
Holding
Von Roll Finance AG, Breitenbach
100.00 %
CH
CHF
1,000
Finance
Von Roll Insulation & Composites Holding AG, Breitenbach
100.00 %
CH
CHF
1,000
Holding
95.00 %
CH
CHF
180
Prod. and sales
Von Roll Deutschland Holding GmbH, Augsburg
100.00 %
DE
EUR
125
Holding
Von Roll Deutschland GmbH, Augsburg
100.00 %
DE
EUR
9,000
Prod. and sales
Von Roll REACH GmbH, Augsburg
100.00 %
DE
EUR
25
Management
Von Roll BHU Umwelttechnik GmbH, Bietigheim-Bissingen
100.00 %
DE
EUR
50
Prod. and sales
Von Roll Management AG, Au / Wädenswil
Von Roll Water Holding AG, Breitenbach
Von Roll Solar AG, Au / Wädenswil
Von Roll France S.A., Delle
100.00 %
FR
EUR
5,925
Prod. and sales
Von Roll Isola France S.A., Delle
100.00 %
FR
EUR
4,928
Prod. and sales
Von Roll UK Ltd, Bradford 1
100.00 %
GB
GBP
4,000
Prod. and sales
Von Roll Italia SpA, Ghisalba
100.00 %
IT
EUR
1,300
Prod. and sales
Albesiano Sisa Vernici S.r.l., Trofarello
100.00 %
IT
EUR
2,300
Prod. and sales
OOO Von Roll, Moscow
100.00 %
RU
RUB
10
Sales
Von Roll do Brasil Ltda., Fortaleza
100.00 %
BR
BRL
22,929
Prod. and sales
Von Roll Austral Inc., Douglasville / Georgia
100.00 %
US
USD
2
Prod. and sales
Americas
Von Roll USA, Inc., Schenectady / New York
100.00 %
US
USD
250
Prod. and sales
John C. Dolph Company, Monmouth Junction / New Jersey
100.00 %
US
USD
434
Prod. and sales
Von Roll USA Holding, Inc., Wilmington / Delaware
100.00 %
US
USD
–
Holding
Asia
Pearl Insulations Pvt. Ltd, Bangalore
100.00 %
IN
INR
23,126
Prod. and sales
Von Roll India Pvt Ltd, Bangalore
100.00 %
IN
INR
173,500
Holding
Von Roll Asia Pte Ltd, Singapore
100.00 %
SG
SGD
850
Sales
Von Roll Shanghai Co. Ltd, Shanghai
100.00 %
CN
CHF
7,100
Prod. and sales
Von Roll Trading Shanghai Co., Ltd., Shanghai
100.00 %
CN
CNY
1,000
Sales
Von Roll Hong Kong Holding Ltd., Hong Kong
100.00 %
CN
CNY
10
Holding
Mica Electrical ( Luhe) Co., Ltd., Luhe
100.00 %
CN
CNY
49,418
Prod. and sales
New Jadson Electrical (Shenzhen) Co., Ltd., Shenzhen
100.00 %
CN
CNY
6,078
Prod. and sales
Tongcheng Mica Electrical Material Co., Ltd., Tongcheng
100.00 %
CN
CNY
10,096
Prod. and sales
Tongcheng Xinyu Mica Products Co., Ltd., Tongcheng
100.00 %
CN
CNY
3,500
Prod. and sales
1
Of which TGBP 3,750 is paid-in
74
24. Leasing
The carrying amounts of leased property, plant and equipment ( financial leases) as of 31 December 2014 and
31 December 2013 amount to TCHF 0. The obligations for financial lease agreements as of 31 December 2014
and 31 December 2013 amount to TCHF 0.
The obligations entered into for non-terminable operating lease agreements are listed below with the following
maturities as of 31 December :
in CHF 1,000
31.12.2014
31.12.2013
Within 1 year
2,963
2,933
In 2 to 5 years
3,785
4,515
More than 5 years
Total lease commitments of future minimum lease payments
–
38
6,748
7,486
Von Roll’s operating lease agreements relate mainly to office and facility rental commitments, cars, machinery and
equipment rentals.
An amount of TCHF 3,381 ( 2013 (restated) : TCHF 3,975), relating exclusively to operating lease payments, has
been expensed to the income statement.
25. Inventories
in CHF 1,000
31.12.2014
31.12.2013
Raw materials and supplies
24,857
34,960
Work in progress and semi-finished goods
14,936
31,555
Finished goods
28,097
28,327
9,008
16,759
Inventory obsolescence provision
Amounts due from customers under construction contracts ( Note 26)
– 5,875
– 8,673
Total
71,023
102,928
In the reporting period, inventories amounting to TCHF 3,994 ( 2013 : TCHF 10,734) were valued at their lower net
realisable value.
The management estimates the need for the inventory obsolescence provision based on inventory turnover.
75
26. Construction contracts
in CHF 1,000
2014
2013
Construction costs incurred plus recognised profits less recognised losses to date
22,605
18,618
Less progress billings
– 14,651
– 1,875
7,954
16,743
9,008
16,759
Total
Recognised and included in the financial statements as amounts due :
From customers under construction contracts ( Note 25)
To customers under construction contracts ( Note 34 )
Total
– 1,054
– 16
7,954
16,743
In 2014, the construction contracts are attributable to Von Roll BHU Umwelttechnik GmbH ( 2013 : to Von Roll
Transformers Ltd. as well). TCHF 14,308 and TCHF 29,452 in revenue were generated from construction contracts
in the reporting year 2014 and in 2013 respectively. As at 31 December 2014, customers’ security deposits for
construction contracts stood at TCHF 633 ( 2013 : TCHF 0). Advance payments by customers for construction
contracts amounted to TCHF 13,598 ( 2013 : TCHF 4,408).
27. Trade accounts receivable
in CHF 1,000
31.12.2014
31.12.2013
Receivables (gross)
67,362
83,753
Bad debt allowance
– 1,933
– 2,360
Total
65,429
81,393
The bad debt allowances are based on specific valuation allowances and actual experience regarding the
ageing structure at Von Roll.
The following table shows movements in bad debt allowances :
in CHF 1,000
31.12.2014
31.12.2013
At 1 January
– 2,360
– 2,027
Currency translation adjustments
– 108
40
Bad debt losses
– 161
– 470
Usage of bad debt allowance
385
–
311
97
– 1,933
– 2,360
Reversal of bad debt allowance
Bad debt allowance at 31 December
The book values of trade accounts receivable are equal to the maximum default risk.
76
The trade accounts receivable have the following ageing structure :
in CHF 1,000
31.12.2014
31.12.2013
47,794
55,180
Less than 1 month past due
7,788
13,276
Between 1 month and 3 months past due
3,478
5,193
Between 3 months and 12 months past due
6,599
8,723
Not past due
More than 1 year past due
1,703
1,381
Bad debt allowance
– 1,933
– 2,360
Total
65,429
81,393
The trade accounts receivable which are not past due and which are not subject to valuation allowances, as well
as the financial assets, have the following due dates :
in CHF 1,000
31.12.2014
31.12.2013
Accounts receivable, not past due
47,794
55,180
Financial assets ( Note 22)
40,577
18,204
Less investment in associate
Total
– 110
– 283
88,261
73,101
Thereof due in :
Less than 1 month
28,253
31,166
Between 1 month and 3 months
18,994
23,643
Between 3 months and 12 months
More than 1 year
Total
1,113
2,590
3,901
15,702
52,261
73,101
31.12.2014
31.12.2013
Trade accounts receivable include amounts denominated in the following currencies :
in CHF 1,000
CHF
1,110
1,660
EUR
32,525
39,025
GBP
1,909
2,688
USD
12,652
20,373
CNY
9,498
8,287
INR
7,159
6,584
–
1,916
ILS
Other currencies
Total
576
860
65,429
81,393
77
28. Other accounts receivable and prepaid expenses
in CHF 1,000
Receivables from employees
VAT receivables
31.12.2014
31.12.2013
130
91
10,333
9,684
Downpayments to supplier
1,490
611
Other receivables
2,087
3,183
Prepaid expense and deferred income
Total
3,615
4,237
17,655
17,806
31.12.2014
31.12.2013
29. Cash and cash equivalents
in CHF 1,000
CHF
43,375
12,130
EUR
11,533
16,386
GBP
3,319
1,869
USD
11,414
15,616
CNY
4,898
4,498
INR
6,274
7,112
ILS
565
2,262
Other currencies
Total
1,045
1,615
82,423
61,488
Cash and cash equivalents include cash held at banks and other financial institutions. They bear interest
ranging from 0.0 % to 11.4 %. Cash is only deposited with financial institutions with high credit rating. As at the
end of 2014, the balance of cash and cash equivalents subject to a drawing restriction amounted to TCHF 1,978
( 2013 : TCHF 3,023).
30. Equity
Share capital
The share capital as of 31 December 2014 consists of 184,778,889 bearer shares, unchanged compared with
31 December 2013. The par value per share is CHF 0.10.
The Annual General Meeting on 9 April 2014 approved the creation of conditional capital. The Board of D irectors
is thus entitled to increase the company’s share capital by up to CHF 3,000,000 by issuing a maximum of
30,000,000 fully paid-up bearer shares each with a par value of CHF 0.10 to be subscribed for by exercising
conversion rights granted in connection with debentures or similar bonds of Von Roll Holding AG or Group
companies. Shareholders’ subscription rights were excluded.
78
Treasury shares
As at 31 December 2014, Von Roll holds 7,067,629 ( 2013 : 7,062,660) treasury shares which were acquired for an
average stock price of CHF 8.85 ( 2013 : CHF 9.08). This represents a shareholding of 3.82 % ( 2013 : 3.82 %) of the
share capital issued.
Number
of shares
in CHF 1,000
Number
of shares
2014
2014
2013
2013
At 1 January
184,778,889
18,479
184,778,889
18,479
At 31 December
184,778,889
18,479
184,778,889
18,479
7,062,660
54,991
7,060,464
58,825
4,969
– 3,490
2,196
– 3,834
7,067,629
51,501
7,062,660
54,991
Share capital
in CHF 1,000
Treasury shares
At 1 January
Purchase / sale of treasury shares
At 31 December
Composition of the major shareholders
The composition of the major shareholders is presented in the notes to the financial statements of Von Roll
Holding AG.
Stock option plan for senior and middle management
In 2008, a stock option plan was introduced for senior and middle management. Non-transferable stock options
may be issued to these managers each year; however, there is no obligation to grant any options. The options
may be exercised at any time for a period of five years for a price determined at the grant date if, at the time of
exercise, the manager fulfils the appropriate requirements.
The corresponding personnel expenses recognised in 2014 amount to TCHF 0 ( 2013 : TCHF 0). Social security
contributions related to options are chargeable only as of the exercise date. Taxes are to be borne by the option
holder.
a) 2008 tranche
All options of the tranche issued in 2008 lapsed in 2013.
b) 2009 tranche
The first 33⅓ % of the options granted could be exercised from 1 February 2010. An additional 33⅓ % could be
exercised on the same date in both 2011 and 2012. The options can only be settled in shares (equity settlement).
The potential commitment to provide shares for options is covered solely by the purchase of shares on the stock
exchange.
In 2009, a total of 596,000 options to acquire 596,000 shares were granted to members of senior and middle
management. The exercise price was fixed at CHF 11. The exercising period ended on 31 January 2014.
The options granted are valued on the basis of the Black-Scholes option pricing model and have an average fair
value of CHF 1.25. The volatility rate of 43 % is based on historically observed stock prices. The risk-free interest
rate of 2.32 % is based on Swiss government bonds with similar maturities. An underlying dividend yield of 1.56 %
and fluctuation of 10 % per year are expected.
No options were exercised in the reporting period. As of 31 December 2014, all options of the tranche issued in
2009 had lapsed (as of 31 December 2013 : 190,830).
79
31. Financial liabilities
Fair value
in CHF 1,000
31.12.2014
31.12.2013
Book value
31.12.2014
31.12.2013
Short-term portion of bonds and loans
1,523
1,117
1,523
1,117
Other financial liabilities
1,695
2,068
1,695
2,068
Short-term financial liabilities
Bond
Convertible bond
Loans and other financial liabilities
Long-term financial liabilities
3,218
3,185
3,218
3,185
150,000
150,000
149,084
149,218
61,000
–
53,225
–
120
1,394
120
1,394
211,120
151,394
202,429
150,612
214,338
154,579
205,647
153,797
Convertible bond – 2014 to 2020
As of  18  June  2014, Von Roll Holding AG issued unsecured convertible bonds (stock symbol: ROL14; Swiss
security number : 24523928; ISIN : CH0245239287 ) of CHF 61 million due in 2020. They are convertible into
25,416,870 bearer shares (subject to any adjustments due to the dilution protection clause) of Von Roll.
The shares to be delivered upon conversion of the bonds will be shares made available from the conditional new share capital (see Note 8 “Share capital, treasury shares and dividends” ).
The conversion price is set at CHF 2.40. The offering and redemption price are set at 100 % each. The
convertible bonds will carry a coupon of 1.250 % per annum, payable annually in arrears. Existing
shareholders have been granted advance subscription rights to subscribe for the convertible bonds in
prop ortion to their current shareholding. Through the conversion of the convertible bonds, one new share
is created for
s even existing shares. Accordingly, based on an issue total of CHF 61 million, each
shareholder has the right to purchase a bond of CHF 1,000 nominal amount f or every 2,913 shares held
on 2 June 2014 prior to the start of trading.
Any exercise of conversion rights will dilute earnings per share. The convertible bond can be redeemed
early at any time if more than 85 % of the original bond total is converted and /or redeemed or, after
9 July 2016, if the closing price of the Von Roll Holding AG registered share on the SIX Swiss Exchange
(SIX) is 130 % or more of the conversion price over a period of 20 out of 30 consecutive trading days.
A convertible bond is a compound financial instrument, into which a conversion right is embedded for
the investor. Under IAS 32, convertible bonds must be split into a liability and an equity component. The
early redemption options represent additional embedded derivatives.
On initial recognition of the convertible bond, the liability and equity components were split as follows : In
a first step, the fair value of the liability component was determined. This corresponds to the present value
of future payments from the convertible bond (interest and nominal amount). They were discounted at an
interest rate that would a
pply to an identical bond with no conversion right. The difference b
etween the
fair value of the liability component c
alculated in this way and the nominal amount was recognised as the
equity component. The issuance costs were split pro rata between the liability and equity components.
80
The proceeds from the issue of the convertible bond totalled TCHF  60,177. They can be derived as follows :
in CHF 1,000
Convertible bond (liability component)
52,816
Less proportional issue costs
– 712
Net liability component
52,104
Equity component before issue costs
8,184
Less proportional issue costs
– 111
Less deferred taxes
– 747
Net equity component
7,326
Deferred taxes
747
Total proceeds of issue
60,177
The equity component remains unchanged under equity until bonds are converted. The difference of
TCHF 8,896 as of 18 June 2014 between the carrying amount of the liability component ( TCHF 52,104 )
and the redemption amount ( TCHF 61,000) will be amortised over the residual term of the convertible
bond until 18 June 2020 using the effective interest method.
Deferred tax liabilities must be recognised on the difference between the taxable value of the convertible
bond and the carrying amount of the liability component at the holding tax rate of 8.5 % and released
through profit and loss over the term of the convertible bond.
Due to the one-year lock-up period no rights have been converted during the reporting period.
The profit and loss statement shows accrued interest of TCHF 407 and a further TCHF 715 due to
ompounding, equating to an effective interest rate of 4.0 %.
c
Bond – 2012 to 2016
On 24 October 2012, Von Roll Holding AG raised long-term external funds in the form of a domestic bond
denominated in Swiss francs (ISIN : CH0196238601 ) in the amount of CHF 150 million. The bond has an annual
coupon of 4.0 % and a term of four years ( final maturity on 24 October 2016 ). The effective interest rate applied
is 4.2 %.
The following table shows the due dates for the company’s financial liabilities compared to the previous year :
in CHF 1,000
Within 1 year
31.12.2014
31.12.2013
3,218
3,185
In 2 years
149,204
955
In 3 years
–
149,218
–
439
In 4 years
In 5 years and more
Total
53,225
–
205,647
153,797
On 31 December 2014, Von Roll had TCHF 6,645 ( 2013 : TCHF 7,093 ) in unused credit facilities available.
81
As of 31 December 2014, there are financial liabilities outstanding in the following currencies :
in 1,000
Bonds
Total
CHF
EUR
Other
Total
203,818
–
–
203,818
85
1,744
–
1,829
203,903
1,744
–
205,647
As of 31 December 2013, there were financial liabilities outstanding in the following currencies:
in 1,000
CHF
EUR
Other
Total
Bond
150,314
–
–
150,314
Total
170
3,313
–
3,483
150,484
3,313
–
153,797
Most of the financial liabilities are outstanding in the local currency of the subsidiaries. Risks from currency
translation occur only if the transactions of a subsidiary are denominated in a different currency from the
presentation currency CHF or in a currency other than the respective local currency. To manage the foreign
exchange risk from future commercial transactions, Von Roll uses forward contracts whenever necessary.
Interest rates for financial year 2014 were as follows :
Average interest rate in %
Bond
Convertible bond
Bank debts
CHF
EUR
Other
currencies
4.00 %
–
–
1.25 %
–
–
–
2.61 %
–
0.30 %
–
–
CHF
EUR
Other
currencies
4.00 %
–
–
–
2.43 %
–
0.30 %
–
–
Interest rates for financial year 2013 were as follows :
Average interest rate in %
Bond
Bank debts
Borrowings issued at variable rates expose Von Roll to interest rate risks and may result in higher interest rate
expense in future. Financial liabilities with a fixed interest rate include the risk of fluctuations in value. The
corresponding fair values are shown above. The financial liabilities of Von Roll are mainly denominated in Swiss
francs. They are almost entirely based on fixed interest rates and are not hedged. An increase of 1 % in the
interest rate on variable-interest financial liabilities would reduce the pre-tax result by TCHF 12 ( 2013 : TCHF 19 ).
82
32. Provisions
in CHF 1,000
Additions
Staff
related
Environmental
restoration
Contingency
& Commitments
Legal
claims
Restructuring
Other
Total
2,093
7,698
1,827
589
274
7,817
20,298
11,144
75
1,672
706
285
–
8,406
Unused
–
–
– 225
– 3
– 228
– 226
– 682
Utilised
– 275
–
– 566
– 249
–
– 2,993
– 4,083
–
–
–
–
–
42
42
Reclassifications
–
–
– 323
– 6
–
– 82
– 411
Of which short-term
16
– 33
2
1
4
– 15
– 25
1,909
9,337
1,421
617
50
12,949
26,283
–
–
1,421
281
50
9,099
10,851
Of which long-term
1,909
9,337
–
336
–
3,850
15,432
1,909
9,337
1,421
617
50
12,949
26,283
1,123
2,000
970
962
24,230
4,445
33,730
Unused
–
–
– 307
– 25
– 118
– 171
– 621
Utilised
– 937
– 230
– 303
– 373
– 2,687
– 5,892
– 10,422
Additions
–
–
–
– 25
–
– 2,936
– 2,961
Reclassifications
–
–
–
– 29
–
–
– 29
– 18
128
– 2
– 4
239
– 79
264
2,077
11,235
1,779
1,123
21,714
8,316
46,244
–
2,000
1,779
–
17,508
4,360
25,647
2,077
9,235
–
1,123
4,206
3,956
20,597
Of which short-term
Of which long-term
Staff-related
Staff-related provisions mainly include contributions to employee anniversary awards and pension plans.
Environmental provisions
Future requirements for Von Roll to take action to correct in accordance with local laws and directives the
environmental impact of sediments and emissions of chemical substances caused by Von Roll and third parties,
as well as the associated costs are inherently difficult to estimate. The material components of environmental
provisions are the costs of completely cleaning and restoring contaminated sites and of treating and containing
contamination at sites where the environmental exposure is less severe. Von Roll believes that its total reserves
for environmental restoration are adequate, based on currently available information. However, given the inherent
difficulties, the necessary funds and the timing of future outflows cannot be reliably estimated.
Contingency and commitments
Contingency and commitments consist mainly of provisions for customer claims, guarantees and warranties.
Legal claims
Legal claims consist mainly of provisions for ongoing legal proceedings.
Restructuring
You can find detailed information on the restructuring provisions in Note 13.
83
Other provisions
Other provisions consist of provisions which could not be allocated to any other categories, for example
repurchase obligations for bobbins, obligations arising from unfavourable contracts and repair costs.
33. Trade accounts payable
Trade accounts payable fall due as follows :
in CHF 1,000
31.12.2014
31.12.2013
Less than 1 month
14,077
17,285
Between 1 month and 3 months
4,986
13,463
Between 3 months and 12 months
4,910
6,497
More than 1 year
Total
–
9
23,973
37,254
31.12.2014
31.12.2013
Trade accounts payable comprise amounts denominated in the following currencies :
in CHF 1,000
CHF
2,204
3,170
EUR
13,745
16,449
GBP
314
428
USD
3,247
7,615
CNY
2,834
1,999
INR
1,181
1,635
ILS
–
5,428
Other currencies
Total
448
530
23,973
37,254
34. Other current liabilities and accruals
in CHF 1,000
31.12.2014
31.12.2013
Advances from customers
3,661
5,358
VAT payables
5,859
5,517
Amounts due to customers under construction contracts
( Note 26)
1,054
16
Social security payables
2,569
3,120
Payables to employees
Other deferred income and accruals
Other accounts payable
Total
951
1,418
13,144
17,666
4,052
4,057
31,290
37,152
In the reporting year, other current liabilities and accruals mainly comprised provisions for personnel expenses,
including annual leave, overtime and bonuses of TCHF 7,356 ( 2013 : TCHF 12,115 ) and accruals of TCHF 5,788
( 2013 : TCHF 5,551 ).
84
35. Contingent liabilities and guarantees
in CHF 1,000
Guarantees
Warranty obligations
Total
31.12.2014
31.12.2013
14,307
20,075
251
215
14,558
20,290
Contingent liabilities and guarantees fell by TCHF 5,732 year-on-year. This decrease is mainly due to the sale
of Von Roll Transformers Ltd. in the amount of TCHF 7,554 and an increase in new guarantees issued for water
projects in the amount of TCHF 1,765.
Von Roll Holding AG has issued letters of comfort to various subsidiaries for existing bank loans. None of these
loans was drawn down as at the balance sheet date 2014.
36. Purchase commitments
in CHF 1,000
For property, plant and equipment
Minimum purchase commitments for goods
Other non-recorded commitments
Total
31.12.2014
31.12.2013
4,407
3,082
1,471
12,120
698
728
6,576
15,930
The minimum purchase commitments for goods relate primarily to the purchase of copper. Von Roll has not
entered into any additional financial or contractual commitments for tangible assets.
37. Pledged assets
As at the reporting date of 31 December 2014, no assets are pledged. As at 31 December 2013, trade accounts
receivable amounting to TCHF 4,167 were pledged.
85
38. Employee benefits
The Group operates different pension plans in Switzerland and abroad for employees who satisfy the
p articipation criteria. They include both defined benefit and defined contribution plans which insure the

Group’s employees against death, disability and retirement. The Group also has plans covering anniversary
payments or other benefits linked to time served, which qualify as plans for other employee benefits due in
the future or as post-employment plans.
Defined contribution plans
The Group offers defined contribution plans to employees that satisfy the eligibility criteria. The company is
obliged to pay a fixed percentage of employees’ annual salary to these pension schemes. Employees have
also to make contributions to some of these plans. These are usually deducted from their monthly salary by
the employer and likewise paid to the pension fund. Apart from the payment of contributions, the employer
currently has no further obligations.
During financial year 2014, the employer’s contribution to defined contribution plans amounted to TCHF 1,281
( 2013 : TCHF 1,621 ).
Defined benefit plans
The Group funds defined benefit plans for the employees who satisfy the criteria to join such plans. The
most significant plans of this kind are located in Switzerland and the USA. Other plans are located in France,
Germany, India, Israel and Italy.
a) Pension funds in Switzerland
The Group operates various pension schemes for employees in Switzerland. The plans are either organised
through a separate foundation or through an affiliation to a collective foundation of an insurance company.
The foundations are governed by foundation boards. The foundation board of the pension fund that covers the
mandatory benefits is made up of an equal number of employee and employer representatives. The main duties
of the foundation boards include decisions about the plan regulations including the level of the contributions,
the organisation of the foundation and the setting of the investment strategy. As decisions are made by the
foundation board, the only influence exerted by the employer is through its representatives.
The benefits mainly depend on a retirement savings account. The annual retirement credits and the interest
will be credited to the retirement savings account ( there is no option to credit negative interest). At retirement
age, the insured members can choose whether to take a pension for life, which includes a spouse’s pension,
or a lump-sum payment. In addition to retirement benefits, the plan benefits also include disability and death
benefits. Insured members may also buy into the scheme to improve their pension provision up to the maximum
amount permitted under the regulations or may withdraw funds early to purchase a residential property for
personal use. On leaving the company, the retirement savings will be transferred to the pension institution of
the new employer or to a vested benefits institution. This type of benefit may result in pension payments varying
considerably between individual years.
In terms of defining the benefits, the minimum requirements of the Swiss Federal Act on Occupational Old Age,
Survivors’ and Invalidity Pension Provision ( BVG ) and its implementing provisions must be observed. The BVG
defines the minimum pensionable salary and the minimum retirement credits. The interest rate applicable to
these minimum retirement savings is set by the Swiss Federal Council at least once every two years. In 2014,
this rate was 1.75 % ( 2013 : 1.5 %). It will be kept at 1.75 % in 2015.
86
The employer is exposed to actuarial risks arising from the plan setup and the legal provisions of the BVG. The
main risks are investment risk, interest risk, disability risk and the risk of longevity.
The employer and employee contributions are set by the foundation board. The employer has to finance at least
50 % of the total contributions. In the event of a shortfall, recapitalisation contributions to eliminate the gap in
coverage may be levied from both the employer and the employee.
b) Defined benefit plans in the USA
The Group operates a pension plan and a health care plan in the USA.
The pension plan is financed through a trust by employer and employee contributions. At retirement age, the
normal form of the benefit is a pension for life which includes a spouse’s pension. The insured person can also
opt for a lump-sum payment. Legal minimum funding requirements apply for this plan.
Under the health care plan the insured person can opt to have the same benefits between the ages of 60 and
65 as he or she had as an active employee.
The employer is exposed to actuarial risks arising from the setup of the two benefit plans. The main risks in the
pension plan are investment risk, salary increase and longevity risk. In the health care plan the main risk is the
increase in health care cost.
c) Other pension plans
In Germany the Group operates different company pension plans. These plans are based on different regulations
and agreements between the employer and employees. Individual agreements apply to certain management
employees. The most significant plans are funded directly by the employer and do not have any assets separate
from the company. The plans are regulated by the German Occupational Pension Act ( Betriebsrentengesetz). The
most significant risks in these plans are longevity and inflation risks, which might result in pension adjustments.
The other material plans in France, India, Israel and Italy satisfy the legal requirements. The benefits of these
plans are usually paid as a one-off lump sum.
The final actuarial valuation of the present values of the defined benefit obligations and the service cost were
carried out on 31 December 2014 by independent actuaries using the projected unit credit method. The fair
value of the plan assets was calculated as at 31 December 2014 based on the information available when the
annual financial statements were prepared.
87
The main assumptions on which the actuarial calculations are based can be summarised as follows :
As at 31 December
2014
2013
1.4 %
2.5 %
Future increases in salaries
1.9 %
2.0 %
Future pension adjustments
0.4 %
0.3 %
Discount rate
Life expectancy at age 65
Year of birth
1949
1948
– Men
21.39
21.29
– Women
23.86
23.76
Year of birth
1969
1968
– Men
23.16
23.09
– Women
25.59
25.52
The amounts recognised in the statement of comprehensive income can be summarised as follows :
in CHF 1,000
2014
2013
Pension expense recognised in profit and loss
Service cost
– Current service costs
– 6,197
– 7,111
– Past service costs and curtailments
2,401
4,180
– Plan settlements
– 102
–
– 74
– 478
Net interest cost
Termination benefits
Administration expense incl. taxes
Total defined benefit cost recognised in profit and loss
Thereof reported under discontinued operations
– 171
– 713
– 234
– 150
– 4,377
– 4,272
– 82
– 720
Remeasurement of the defined benefit liabilities and assets recognised in OCI
Actuarial losses (–) / gains (+)
– Arising from changes in demographic assumptions
– Arising from changes in economic assumptions
– 60
168
– 35,679
10,091
– Arising from experiences
– 620
– 447
Return on plan assets (excl. amounts in net interest )
16,091
6,458
Total defined benefit cost recognised in OCI
– 20,268
16,270
Total defined benefit cost
– 24,645
11,998
88
The changes in pension obligations can be summarised as follows :
in CHF 1,000
Balance of defined benefit obligation at 1 January
2014
2013
234,741
245,949
Current service cost
6,197
7,111
Contribution from plan participants
3,027
3,176
– 2,401
– 4,264
–
84
Past service gain
Loss on curtailments
Liabilities extinguished on settlements
Termination benefits
Liabilities assumed in business combinations
Interest expenses on the present value of the obligations
Benefit payments and net transferals through pension assets
– 1,918
–
171
713
–
880
5,527
5,114
– 11,606
– 11,482
Benefit payments by the employer
– 1,095
– 2,271
Actuarial losses (+) / gains (–)
36,359
– 9,812
Balance of defined benefit obligation at 31 December
2,362
– 457
271,364
234,741
Movements in pension assets are as follows :
in CHF 1,000
Plan assets at 1 January
2014
2013
241,764
234,829
4,636
Interest income
5,453
Contributions from plan participants
3,027
3,176
Contributions from the employer
3,929
4,561
Assets distributed on settlement
– 2,020
–
– 124
–
– 11,606
– 11,482
Benefit payments and net transferals through pension assets
Administrative expense paid from plan assets
– 234
– 150
Return on plan assets ( excl. interest income)
16,091
6,458
Plan assets at 31 December
1,312
– 264
257,592
241,764
The net pension obligation recognised in the statement of financial position can be summarised as follows :
in CHF 1,000
Post-employment benefit obligations
Pension plan assets
Net obligation (+) / asset (–) recognised in the statement of financial position
31.12.2014
31.12.2013
31,212
25,797
– 17,440
– 32,819
13,772
– 7,022
89
The amounts recognised in the statement of financial position are as follows :
in CHF 1,000
Present value of funded obligations
Fair value of plan assets
31.12.2014
31.12.2013
247,917
216,043
– 257,592
– 241,764
Overfunding
– 9,675
– 25,721
Present value of unfunded obligations
23,447
18,699
Assets not available to Group
Net obligation (+) / asset (–) recognised in the statement of financial position
–
–
13,772
– 7,022
31.12.2014
31.12.2013
100,670
91,513
–
16
109,088
101,660
The pension assets mainly consist of the following categories of securities :
in CHF 1,000
Equities
– Quoted investments
– Non-quoted investments
Bonds
– Quoted investments
– Non-quoted investments
Real estate
Alternative investments
–
1,981
25,476
23,769
6,802
5,598
Qualified insurance policies
4,211
4,787
Others
1,836
2,007
Cash
Total plan assets
9,509
10,433
257,592
241,764
The Swiss pension funds manage about 93 % of the total assets. The foundation boards of the Swiss pension funds
issue investment guidelines for the plan assets, which include the tactical asset allocation and the benchmarks for
comparing the results with a general investment universe. The pension plan assets are well diversified. The Swiss
pension plans are also subject to the legal requirements on diversification and safety laid down by the BVG. It is a
duty of the foundation boards of the pension funds to review whether the chosen investment strategy is appropriate
with a view to providing the pension benefits and whether the risk budget is in line with the demographic structure.
Compliance with the investment guidelines and the investment results from the investment advisors are reviewed
quarterly. The investment strategy is also audited periodically by external investment consultants for effectiveness
and appropriateness.
The plan assets include investments in the Group with a market value of TCHF 823 at 31 December 2014 and
TCHF 841 at 31 December 2013.
The following table provides a breakdown of the defined benefit obligations among active insured members,
former members with vested benefits and members receiving pensions. The terms of the obligations are also
given :
in CHF 1,000
Active employees
Vested terminations
Pensioners
Total defined benefit obligation
Modified duration
2014
2013
147,372
125,144
2,202
1,729
121,790
107,868
271,364
234,741
15.0
12.5
90
The main factors that bring about changes in the obligations are the discount rate, salary trends and pension
indexation. Increasing or decreasing them by 0.25 % would have the following impact on the present value of
the defined benefit obligations :
31.12.2014
in CHF 1,000
31.12.2013
+ 0.25 %
– 0.25 %
+ 0.25 %
– 0.25 %
– 9,031
9,649
– 6,860
7,292
Salary increase
552
– 545
468
– 461
Pension indexation
314
– 301
199
– 192
Discount rate
The health care plan is case sensitive to the medical trend rate. The following table summarises the impact of
an increase or reduction of the trend rate by 1 % :
31.12.2014
in CHF 1,000
Medical trend rate
31.12.2013
+ 1.00 %
– 1.00 %
+ 1.00 %
– 1.00 %
560
– 468
454
– 401
Other long-term employee benefits
The Group operates plans in Switzerland and Germany, which provide other long-term employee benefits,
primarily anniversary payments.
The net liability of these plans recognised in staff-related provisions amounts to TCHF 1,178 as at 31 December 2014
and TCHF 1,111 as at 31 December 2013. The personnel expenses reported in the income statement for financial
year 2014 amount to TCHF 197 ( 2013 : TCHF 7).
Post-employment plans
A German subsidiary offers early retirement programmes to certain employees (Altersteilzeit). The net liability
of this programme recognised in staff-related provisions amounts to TCHF 32 as at 31 December 2014 and TCHF 60
as at 31 December 2013.
39. Related party transactions
Related companies and persons include associated companies and persons holding voting rights, either directly
or indirectly, who could exercise a decisive influence on company management, as well as their closest relatives,
Group managers and their relatives and companies subject to uniform management or decisive influence by the
cited persons.
Transactions with related parties are disclosed below :
in CHF 1,000
2014
2013
2,907
2,110
Compensation of the Board of Directors and key management personnel
Benefits
Post-employment benefits
Benefits after retirement from key management
Other
Total
411
244
–
1,807
–
–
3,318
4,161
91
CHF 36.0 million were assumed. International Transformer AG qualifies as a related company. The sale price
is based on an external valuation. Please refer to Note 2 “Changes within the consolidated Group” for more
information about the transaction.
No loans, advances or guarantee obligations were granted to members of the Board of Directors and /or
xecutive Management or major shareholders of Von Roll Holding AG. Members of the Board of Directors,
E
members of the management team and parties related to them held 24,269,067 shares of Von Roll Holding AG
as of 31 December 2014 ( 2013 : 24,269,067). For detailed information, please refer to the Notes to the statutory
financial statements of Von Roll Holding AG.
The principal shareholder group had undertaken to purchase all convertible bonds which were not sold during
the subscription period from 2 to 11 June 2014.
Members of the Board of Directors or the management team or related persons held 8,170 convertible bonds of
Von Roll Holding AG as of 31 December 2014.
40. Significant events after the balance sheet date
The timing of the decision to abandon the Swiss franc’s minimum exchange rate against the euro on 15 January 2015 was extremely surprising. The associated exchange-rate fluctuations are expected to have a negative
impact on 2015’s results. It is not yet possible to provide precise details. Von Roll has analysed the situation
thoroughly and set initial countermeasures in motion. The results that these measures will achieve will only
come to fruition in the medium term. Further action may be required as 2015 progresses, depending on the
continued trend in the exchange rate.
There were no other events after the balance sheet date that were subject to a reporting obligation.
41. Authorisation of the consolidated financial statements
These consolidated financial statements were authorised for publication by the Board of Directors on
3 March 2015 and will be recommended for approval at the Annual General Meeting on 15 April 2015.
92
Report of the Statutory Auditor
VON ROLL HOLDING AG, BREITENBACH
Report of the Statutory Auditor on the consolidated financial statements
As statutory auditor, we have audited the accompanying consolidated financial statements of Von Roll
H olding AG, which comprise the statement of comprehensive income, balance sheet, cash flow statement,
statement of changes in equity and notes ( pages 38 to 91) for the year ended 31 December 2014.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with International Financial Reporting Standards ( IFRS) and the requirements of Swiss
law. This responsibility includes designing, implementing and maintaining an internal control system relevant to
the preparation of consolidated financial statements that are free from material misstatements, whether due to
fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting
policies and making accounting estimates that are reasonable in the circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We
conducted our audit in accordance with Swiss law and Swiss Auditing Standards and International Standards
on Auditing. These standards require that we plan and perform the audit to obtain reasonable assurance that
the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatements of the consolidated financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to
the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness
of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating
the overall presentation of the consolidated financial statements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements for the year ended 31 December 2014 give a true and
fair view of the financial position, the result of operations and the cash flows in accordance with International
Financial Reporting Standards ( IFRS) and comply with Swiss law.
93
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act ( AOA) and
independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our
independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an
internal control system exists, which has been designed for the preparation of consolidated financial statements
according to the instructions of the Board of Directors.
We recommend that the consolidated financial statements submitted to you be approved.
DELOITTE AG
Martin Welser
Auditor in Charge
Christophe Aebi
94
Income statement of Von Roll Holding AG for the year 2014
in CHF 1,000
Operating income
Note
2014
2013
1
3,587
2,430
– 3,801
– 3,617
2
– 19,587
– 11,826
– 19,801
– 13,013
Personnel expenses
Operating expense
Net operating result
Income from investment
11,045
9,888
Other financial income
9,252
13,195
Other financial expense
5
Net operating result before tax
Exceptional expense
Result before tax
Income tax
Result after tax
3
– 48,325
– 21,270
– 47,829
– 11,200
– 188,534
– 4,676
– 236,363
– 15,876
– 36
– 49
– 236,399
– 15,925
95
Balance sheet of Von Roll Holding AG as at 31 December 2014
Assets
in CHF 1,000
Note
31.12.2014
31.12.2013
109,313
89,294
4
289,285
481,819
1,350
1,350
Long-term assets
Loans and long-term receivables with Group companies
Investments in Group companies
Long-term securities
Treasury shares
5
Total long-term assets
9,612
9,817
409,560
582,280
Current assets
43,806
8,412
1,944
6,802
Receivables from third parties
1,509
1,518
Prepaid expense and accruals
1,275
809
48,534
17,541
458,094
599,821
Note
31.12.2014
31.12.2013
6
18,479
18,479
Receivables from Group companies
3
Total current assets
Total assets
Equity and liabilities
in CHF 1,000
Equity
Share capital
Legal reserves
– General legal reserves
– General legal reserves ( from capital contribution)
– General reserves
– Reserves for own shares
– Capital contribution reserves
11,123
11,123
21,876
21,876
3,490
–
51,500
54,991
322,562
322,562
Net profit shown in the balance sheet
– Accumulated profit
– Result after tax
Total equity
4,327
20,252
– 236,399
– 15,925
196,958
433,358
211,000
150,000
Liabilities
Long-term financial liabilities
Long-term provisions
Payables to Group companies
10
7,698
7,698
39,266
5,939
Payables to third parties
142
332
Short-term provisions
501
508
Deferred income and accruals
Total liabilities
Total equity and liabilities
2,529
1,986
261,136
166,463
458,094
599,821
96
of Von Roll Holding AG
1. Operating income
The operating income in 2014 consists solely of Group-internal invoicing.
2. Operating expense
The operating expenses in 2014 consist mainly of Group-internal invoicing of CHF 15.3 million (2013: CHF 9.2 million).
3. Exceptional expense
Due to changes in accounting regulations, it will no longer be possible to value the Group’s assets and liabilities
together from the financial year 2015 onwards. Assets and liabilities are to be valued separately.
For this reason, Von Roll Schweiz AG’s equity investment was adjusted by CHF 162.9 million in the financial
year 2014 in preparation. The restated value corresponds to the company’s share of equity in the consolidated
b alance sheet. By restating this value, Von Roll Holding AG’s reported equity has largely been adjusted in line
with Group equity. A merger between the holding company and Von Roll Schweiz AG is also being considered.
If the book values are retained, no loss will be incurred on the merger after this restatement.
The exceptional expense also includes the loss from the disposal of the stake in Von Roll Transformers Ltd.,
Israel, in the amount of CHF 25.6 million.
The previous year’s expense was a valuation allowance totalling CHF 4.7 million for receivables from the Group
company Von Roll Solar AG that were all subject to a subordination clause.
4. List of subsidiaries
Country
Share
capital
currency
Share capital
amount
(in 1,000)
Principal
activity
100.00 %
CH
CHF
1,500
Management
97.50 %
CH
CHF
100
Holding
Von Roll Finance AG, Breitenbach
100.00 %
CH
CHF
1,000
Finance
Von Roll Insulation & Composites Holding AG, Breitenbach Name and registered office
Percentage of
shareholding
Von Roll Management AG, Au / Wädenswil
Von Roll Water Holding AG, Breitenbach
100.00 %
CH
CHF
1,000
Holding
Von Roll Solar AG, Au / Wädenswil
95.00 %
CH
CHF
180
Prod. and sales
Von Roll Deutschland Holding GmbH, Augsburg
20.00 %
DE
EUR
125
Holding
Von Roll Schweiz AG, Breitenbach
99.99 %
CH
CHF
16,000
Prod. and sales
OOO Von Roll, Moscow
20.00 %
RU
RUB
10
Sales
Pearl Insulations Pvt. Ltd, Bangalore
36.75 %
IN
INR
23,126
Prod. and sales
97
5. Treasury shares
As of the reporting date, Von Roll Holding AG held 7,067,629 treasury shares ( 2013 : 7,062,660) which were
valued at the market value as at 31 December 2014 of CHF 1.36 ( 2013 : CHF 1.39). During the reporting period,
a loss was incurred on the valuation of treasury shares in the amount of 0.2 million ( 2013 : CHF 4.5 million)
which is included in other financial expense. In the financial year 2014, Von Roll Holding AG acquired 597,939
( 2013 : 605,123) treasury shares at an average price of CHF 1.63 ( 2013 : CHF 1.69). The highest price for the
purchased shares was CHF 1.93 ( 2013 : CHF 2.16), while the lowest price at which treasury shares were acquired
was CHF 1.31 ( 2013 : CHF 1.35). In 2014, 592,970 ( 2013 : 602,927) treasury shares were sold at an average price of
CHF 1.64 ( 2013 : CHF 1.69). This figure includes sales at a high of CHF 1.96 ( 2013 : CHF 2.19) and a low of CHF 1.33
( 2013 : CHF 1.36).
6. Equity
2014
2013
184,778,889
184,778,889
Nominal value in CHF
0.10
0.10
Share capital in CHF
18,477,889
18,477,889
The share capital as of 31 December 2014 consists of 184,778,889 bearer shares. The par value per share is
CHF 0.10.
The Annual General Meeting on 9 April 2014 approved the creation of conditional capital. The Board of D
irectors
is thus entitled to increase the company’s share capital by up to CHF 3,000,000 by issuing a maximum of
30,000,000 fully paid-up bearer shares each with a par value of CHF 0.10 to be subscribed for by exercising
conversion rights granted in connection with debentures or similar bonds of Von Roll Holding AG or Group
c ompanies. Shareholders’ subscription rights were excluded.
7. Major shareholders (pursuant to Article 663c of the Swiss Code of Obligations)
According to the latest available information, the major shareholders are :
Shareholders
2014
2013
August von Finck, Munich (Germany)
Francine von Finck, Munich (Germany)
August François von Finck, Zurich (Switzerland)
Maximilian von Finck, Freienbach (Switzerland)
Maria Theresia von Finck, Munich (Germany)
Von Roll Holding AG, Breitenbach (Switzerland)
67.41 %
67.41 %
The above-mentioned figure includes:
Von Roll Holding AG, Breitenbach (Switzerland)
3.82 %
3.82 %
98
8. Contingent liabilities to third parties
in CHF 1,000
Guarantees
2014
2013
12,998
13,847
As of 31 December 2014, total guarantees amounted to CHF 13.0 million ( 2013 : CHF 13.8 million ). The fall
y ear-on-year is due in particular to guarantees for transformers projects, while the guarantees in the water
business increased slightly. Von Roll Holding AG has issued letters of comfort to various subsidiaries for e
xisting
bank loans. None of these loans was drawn down as at the balance sheet date 2014.
9. Disclosures relating to the Board of Directors and management
Board of Directors and management remuneration are shown in the Remuneration Report.
On 31 December, members of the Board of Directors, members of the management team and parties related to
them held the following shares :
Number
2014
2013
Peter Kalantzis
1,333
1,333
Guido Egli
Vice-Chairman of the Board of Directors
1,067
1,067
Gerd Amtstätter
Member of the Board of Directors
466,667
466,667
Member of the Board of Directors
23,800,000
23,800,000
Total
24,269,067
24,269,067
Members of the Board of Directors, members of the management team and parties related to them held
8,170 convertible bonds of Von Roll Holding AG on 31 December 2014.
10. Financial liabilities
As of 18 June 2014, Von Roll Holding AG issued unsecured convertible bonds (stock symbol : ROL14 ; Swiss
s ecurity number : 24523928; ISIN : CH0245239287) of CHF 61 million due in 2020. They are convertible into
25,416,870 bearer shares (subject to any adjustments due to the dilution protection clause) of Von Roll. The
shares to be delivered upon conversion of the bonds will be shares made available from the conditional new
share capital.
The conversion price is set at CHF 2.40. The offering and redemption price are set at 100 % each. The convertible
bonds will carry a coupon of 1.250 % per annum, payable annually in arrears. Existing shareholders have been
granted advance subscription rights to subscribe for the convertible bonds in proportion to their current
shareholding. Through the conversion of the convertible bonds, one new share is created for seven existing
shares. Accordingly, based on an issue total of CHF 61 million, each shareholder has the right to purchase a
bond of CHF 1,000 nominal amount for every 2,913 shares held on 2 June 2014 prior to the start of trading.
On 24 October 2012, Von Roll Holding AG raised long-term external funds in the form of a domestic bond
denominated in Swiss francs (ISIN : CH0196238601 ) in the amount of CHF 150 million. The bond has an annual
coupon of 4 % and a term of four years (final maturity on 24 October 2016).
99
11. Risk assessment
The Board of Directors and Executive Management attach a great deal of importance to dealing carefully with
risk and extended their risk management systems in the reporting year. In addition to ensuring that comprehensive and effective insurance cover is in place, risk management involves the systematic identification,
assessment and reporting of strategic, operational and financial risk. Strategic risk is primarily assessed by
the Board of Directors, while financial and operational risk is the responsibility of Executive Management. The
Risk Officer reports to Executive Management on risk management every six months. The Board of Directors is
immediately advised of risks entailing a gross exposure in excess of CHF 25 million.
Risk management is not only limited to the Group’s finances but includes all business segments and companies.
Suitable management tools were assigned to identified risks. According to their importance, risks were allocated
to the key processes procurement, production and sales, and in accordance with risks to support processes such
as IT communications technology and Human Resources.
The risk assessment carried out is based on information obtained in interviews with key staff. Risks are
c ategorised in accordance with the same framework as that used in the internal control system. For the top ten
risks (including those which can lead to incorrect or fraudulent reporting), a detailed analysis of the p
robability
of their occurring and their impact was carried out, which constitutes the basis for the introduction of an
appropriate risk management process.
Risk management activities are focused on hedging currency and metal price risks and in managing receivables.
New risks were also identified via direct contact between departments and the risk management team.
12. Significant events after the balance sheet date
There were no significant events after the balance sheet date.
100
Allocation of accumulated results
in CHF 1,000
2014
2013
4,327
20,252
Loss
– 236,399
– 15,925
Accumulated loss (–) / profit (+)
– 232,072
4,327
Profit carried forward from previous years
Distribution of dividend
Balance to be carried forward
–
–
– 232,072
4,327
After the allocation of the accumulated result, the equity reconciles as follows :
in CHF 1,000
Share capital
General legal reserves
General legal reserves ( from capital contribution)
General reserves
Reserves for own shares
Capital contribution reserves
Accumulated loss (–) / profit (+)
Equity
Breitenbach, 3 March 2015
Von Roll Holding AG
For the Board of Directors :
Dr. Peter Kalantzis
2014
2013
18,479
18,479
11,123
11,123
21,876
21,876
3,490
–
51,500
54,991
322,562
322,562
– 232,072
4,327
196,958
433,358
101
Report of the Statutory Auditor
VON ROLL HOLDING AG, BREITENBACH
Report of the Statutory Auditor on the financial statements
As statutory auditor, we have audited the accompanying financial statements of Von Roll Holding AG, which
comprise the income statement, balance sheet and notes ( pages 94 to 100) for the year ended 31 December 2014.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation of the financial statements in accordance with the
requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing,
implementing and maintaining an internal control system relevant to the preparation of financial statements
that are free from material misstatements, whether due to fraud or error. The Board of Directors is further
responsible for selecting and applying appropriate accounting policies and making accounting estimates that
are reasonable in the circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with Swiss law and Swiss Auditing Standards. These standards require that we plan
and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgement, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of
financial statements in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting
estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements for the year ended 31 December 2014 comply with Swiss law and the
company’s articles of incorporation.
102
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act ( AOA) and
independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our
independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an
internal control system exists, which has been designed for the preparation of financial statements according
to the instructions of the Board of Directors.
We recommend that the financial statements submitted to you be approved.
DELOITTE AG
Martin Welser
Auditor in Charge
Christophe Aebi
104
Glossary
Financial glossary
EBIT
Cash flow from investing activities
Earnings before interest and taxes.
Cash flow for investments and loans plus interest
received and revenue from the disposal of fixed
assets.
EBIT margin
Ratio of EBIT to sales.
Cash flow from financing activities
Trading volume
Number of shares traded on the stock exchange in a
specific period.
Cash flow from equity contributions minus payments
to owners plus cash flow from raising financial liabil
ities minus repayments of financial liabilities plus
investing activities.
Gross margin
Percentage share of gross profit (sales less manu
facturing costs) to total sales.
Market capitalisation
Cash flow
Net cash position
Change in cash and cash equivalents.
Cash and cash equivalents less interest-bearing
financial liabilities.
Share price multiplied by the total number of shares.
EBITDA
Earnings before interest, taxes, depreciation and
amortisation (on property, plant and equipment and
intangible assets).
Net sales
Equity ratio
Net income
Percentage share of equity to total capital.
Operating income less net financial result and taxes.
EPS (earnings per share)
Consolidated net income for the year divided by the
average weighted number of outstanding shares.
EBITDA less gains / losses on the disposal of fixed
assets, changes in long-term provisions and changes
in short-term assets and liabilities plus income taxes
paid.
Revenue from the sale of products and /or services
after deducting reductions in earnings and taxes.
Glossary
105
Product glossary
Ampere
Mica
Unit of electrical current, named after the French
physicist André-Marie Ampère ( 1775 – 1820 ).
Leo Hendrik Baekeland was a Belgian chemist who
invented Bakelite, the thermosetting plastic based on
phenol resin, in the early 20th century, thus laying the
foundation for the production of the first composites
( sheets, tubes and moulded parts ) by Von Roll a few
years later.
The term “mica” covers a group of sheet silicates
whose properties make them especially suitable for
use in high-voltage insulation materials, particularly
the minerals muscovite and phlogopite belonging to
the mica group. Their more noteworthy properties
include high levels of electrical, heat and chemical
resistance. Mica is resistant to the corona discharge
invariably associated with high-voltage equipment.
The English term mica is derived from the Latin
“ micare”, meaning to sparkle or shine.
Composite
High-voltage current
A combination of two or more materials which has
different properties to its individual components. For
fibre composites, glass or carbon fibres, for example,
are embedded in a matrix such as resin.
High-voltage current is used for regional and nationwide electrical power transmission. The voltage level
is defined as between 60 and 150 kV, but the most
common is 110 kV. In contrast, rotating high-voltage
machines such as motors and generators normally
use between 1 and 30 kV.
Baekeland
Duroplasts
Duroplasts, also called duromers, are plastics
that can no longer be moulded after hardening.
Duroplasts are hard, glass-like polymer materials

that are linked in a rigid 3D structure by chemical
primary valency bonds. The bonds are created when
preliminary products chemically react with molecular
chains through the application of heat or pressure,
usually with the help of catalysts.
Insulation
Insulation means the process of keeping two things
separate or isolating them. The verb isolate derives
from the French “isoler”. In electrical engineering,
insulation is used to protect the live components
against contact, short circuits and unwanted residual
current.
Electrical generators
Iodine
An electrical generator ( from the Latin “generare”:
to beget, produce) is an electrical machine that
converts kinetic energy or rotational energy into

electrical energy and is therefore the reverse of
the principle of the electric motor, which converts
electrical energy into kinetic energy.
A chemical element, often used as a catalyst in
chemical reactions such as polymerisation.
Adhesive tapes
Single fibre, of any length, needed to manufacture
glass fabric for laminates ( e.g. Vetronit® ).
The adhesive tapes used in electrical insulation
are special insulating tapes that have specific heat
resistance and other properties. They generally contain no mica and are only used in low-voltage applications. Most are UL-certified ( e.g. UL 20780 certification
for Intertape® and UL E 315208 or UL E 315249).
Direct current (DC)
Laminate
A flow of electrical current whose strength and direction
do not change. It is generated in galvanic solar or fuel
cells or produced from alternating current by means of
a commutator, and is used in electronics, galvanisation
and in the supply of energy to railway systems.
A laminate ( from the Latin “lamina”, or layer) is a
multilayer duroplastic material made by compressing
and sticking together at least two layers of the same
or different materials. Joining the materials can complement the properties of the individual constituents.
Filament
106
Glossary
Motor
Stator
A motor (from the Latin “motor ”, or mover) is a device
that performs mechanical work by converting thermal,
chemical, electrical or other forms of energy. Motors
normally rotate a shaft which drives machines, tools
and means of transport.
A stator is the stationary part of a machine, e.g. in
an electric motor, generator, hydromotor or pump. It
often also serves as the housing, and in the case of
electric motors and generators consists primarily of
sheet steel and the stator coils.
Low-voltage current
Traction motor
Used for local power supply. Defined as up to
1,000 volts ( 1 kV), but normally 230 to 400 volts.
A traction motor is an electric motor that drives a
railborne vehicle. It is usually housed in the chassis
and connected to the wheel axle via a reduction gear.
Surface resistance
The voltage required to cause a specific current to
flow across the surface of a material. This is an important parameter for the surface leakage resistance
and antistatic properties of materials used to make
printed circuits ( soldering and assembly frames ).
Underwriters Laboratories (UL)
US organisation, founded over 100 years ago, that
inspects and certifies products for their usage properties and safety.
Volt
Prepreg
Short for preimpregnated. A combination of glass
fibre mat or glass fibre filament fabric, nonwoven
material or roving with resin, usually cured to the
B-stage, ready for moulding.
Primary energy
Primary energy is an unconverted energy form that
produces electricity and heat. Examples include oil,
coal, natural gas and hydroelectric power.
Unit of electromotive force named after the Italian
physicist Alessandro Volta ( 1745 – 1827), the inventor
of the battery.
Alternating current
A flow of electrical current whose strength and
direction change periodically. Abbreviated to AC.
Xenon
A chemical element and noble gas used in gas
discharge lamps, for example in car headlights.
Quality assurance
In today’s industrial companies, the quality of manu
factured products is guaranteed through quality
assurance systems and periodically checked using
ISO certification (e.g. ISO 9001).
Rotational energy
Rotational energy is the kinetic energy of a rigid
body – such as a wind turbine – rotating on a fixed
axis. This energy depends on the body’s movement
of inertia and its angular velocity. Wind turbine generators use rotational energy to produce electrical
current in the stator coils through electromagnetic
induction.
Yttrium
A chemical element and rare-earth metal. It plays an
important role in ceramic high-temperature superconductors.
Our product portfolio
We Enable Energy – As one of Switzerland’s longestestablished industrial companies, Von Roll focuses
on products and systems for electrical power
generation, power transmission and industrial applications.
Von Roll’s business portfolio is divided into the
following businesses : Von Roll Insulation offers
electrical insulation products, systems and
Mica
Mica as a base material for high-voltage
insulation. Von Roll’s commitment to
mica is extensive and covers all stages
in the manu facturing process.
services for generators, high- and low-voltage
motors, transformers and other applications.
Von Roll Composites produces composite
materials and parts for a variety of industrial
equipment. Von Roll Water provides solutions
for process engineering tasks in the field of
water and waste-water management.
Water
Von Roll Water provides state-of-theart solutions for water and waste-water
treatment.
Wires
Insulated round, flat and Litz wires
for high- and low-voltage markets and
electronic applications.
Defence & security
High-quality systems for security and
protection based on thermoset /thermoplastic products in single use or tailored
combinations.
Cables
Mica tapes for fire-resistant cables.
Von Roll provides a wide range of products that are ideally suited to all
commonly used standards.
Testing
Von Roll provides electrical, thermal
and mechanical testing of individual
materials as well as complete insulating
systems. We are UL-certified.
Liquids
Impregnation and potting resins as well
as encapsulating and conformal coatings
for high- and low-voltage applications.
Training
The Von Roll Insulation Training provides a training program in high- and
low-voltage insulation to its customers.
Flexibles
Insulating flexible materials for lowvoltage applications such as flexible
laminates and adhesive tapes.
Composites
Engineered materials made from a resin
and a support structure with distinct
physical, thermal and electrical properties. They can be moulded, machined
or semi-finished.
Five-year overview
2014
2013 5
(restated)
2012
2011
2010
Order intake (gross)
416,382
436,162
505,133
559,596
540,462
Net sales
418,844
417,805
497,064
543,262
554,151
2,268
2,551
2,727
2,881
2,937
Depreciation, amortisation and impairments
– 20,583
– 13,891
– 51,502
– 18,814
– 18,090
EBIT
– 32,495
– 6,113
– 53,637
6,635
10,790
3,032
14,508
1,589
– 19,679
14,259
35,480
24,958
23,413
17,969
14,161
Current assets
277,142
266,042
308,299
285,046
267,404
474,350
497,072
502,841
490,439
491,635
88,147
91,288
76,043
148,362
121,884
Non-current liabilities
261,526
204,955
198,477
48,471
47,222
Equity
124,677
200,829
228,321
293,606
322,529
in CHF 1,000
Total assets
Current liabilities
Equity ratio ( % )
26 %
40 %
45 %
60 %
66 %
184,778,889
184,778,889
184,778,889
184,778,889
184,778,889
– 0.18
– 0.03
– 0.30
0.04
0.06
Operating cash flow per share 2
0.02
0.08
0.01
– 0.11
0.08
Equity per share (CHF) 3
0.70
1.13
1.28
1.65
1.81
–
–
–
–
–
EBIT per share 1
Dividends per share (CHF) 4
1
EBIT/ weighted average number of shares outstanding
2
Cash flow from operating activities /weighted average number of shares outstanding
3
Consolidated equity/weighted average number of shares outstanding
4
Dividend 2014: proposal by the Board of Directors
5
Business address
Von Roll Holding AG
Steinacherstrasse 101
8804 Au / Wädenswil
Switzerland
Phone +41 44 204 35 00
Fax
+41 44 204 30 10
www.vonroll.com
Registered office
Passwangstrasse 20
4226 Breitenbach SO
Stock exchange listing
SIX Swiss Exchange (Symbol: ROL)
Security number: 324.535
ISIN: CH0003245351
For publications and further information,
please contact
Claudia Guentert
Phone +41 44 204 35 29
Fax
+41 44 204 30 07
[email protected]
Von Roll Holding AG
Steinacherstrasse 101
8804 Au / Wädenswil
Switzerland
Imprint
Publisher: Von Roll Holding AG, Au / Wädenswil
Content / text: Von Roll Holding AG, Au / Wädenswil
Design / artwork:
gateB AG, Empowering Marketing Performance, Steinhausen / Zug
Created and printed in Switzerland
© Von Roll Holding AG, 2015
The Von Roll Annual Report is originally prepared in German
and translated into English.
In the event of any discrepancy, the printed German version prevails.
The Annual Report is available on the Internet at
www.vonroll.com
Von Roll Holding AG with registered office in CH-4226 Breitenbach (canton Solothurn) and a
further business address in CH-8804 Au / Wädenswil, Steinacherstrasse 101, has been listed
on the SIX Swiss Exchange (Symbol: ROL, security number : 324.535, ISIN : CH0003245351 )
since 11 August 1987.