2014 Fiscal Year Report

Transcription

R EPORT TO
FISCA L Y E A R
2014
KEY FIGURES
Consolidated income statement
in TCHF
2014
2013
Net sales
315 846
202 655
Operating income after costs of products and services
133 490
102 544
in % of net sales
EBITDA
in % of net sales
EBIT
in % of net sales
42.3%
50.6%
–95 588
−117 294
–30.3%
−57.9%
–161 796
−196 848
–51.2%
−97.1%
–134 708
−162 817
31.12.2014
31.12.2013
Total assets
755 899
784 017
Current assets
370 548
377 719
Long-term assets
385 351
406 298
Current liabilities
144 693
200 894
Non-current liabilities
258 775
174 502
Equity
352 431
408 621
46.6%
52.1%
Net result for the year
Note: Financial statements for fiscal years 2014 –2012 in accordance with Swiss GAAP FER, previous years in accordance with IFRS
300
875
250
200
750
100
500
50
375
125
0
2014
0
1500
2013
2014
1500
2012
2013
1250
2011
2012
1000
2010
2011
750
2010
500
in CHF million
250
Equity
in CHF million
0
Total balance sheet
250
2014
−100
2013
2014
−150
2012
2013
1250
2011
2012
1000
2010
2011
750
2010
500
in CHF million
250
EBITDA
in CHF million
0
Net sales
−50
Equity ratio
625
in TCHF
150
Consolidated balance sheet
CONTENTS
REPORT TO FISCAL
YEAR 2014
CORPORATE PROFILE
MANAGEMENT REPORT
MEYER BURGER GROUP
2Management report 2014
14Sustainability
UCompany profile
1Our global activities
CORPORATE GOVERNANCE
LETTER TO SHAREHOLDERS
28Group structure, shareholders
31Capital structure
37Board of Directors
48Executive Board
52Shareholders’ participation rights
53Change of control and defence measures
53Auditors
55Information policy
2High growth opportunities
REMUNERATION REPORT
EMPLOYEES
56Remuneration report 2014
70Report of the statutory auditor
18Employees of our Group
FINANCIAL STATEMENTS
20Key figures 2010–2014
VISION AND STRATEGY
6Our vision, strategy and values
COMPETENCIES AND TECHNOLOGIES
8High-end solutions for high-tech industries
16Specialised Technologies
FIVE-YEAR SUMMARY
74Consolidated financial statements
79Notes to the consolidated financial
statements
120 Report of the statutory auditor
122 Financial statements Meyer Burger
Technology Ltd
124 Notes to the financial statements
132 Report of the statutory auditor
134 Information for investors and media
36 Address details
1
COR POR ATE PROFILE
HIGH-END SOLUTIONS
FOR HIGH-TECH INDUSTRIES
((Dunklere Flächen werden bis auf die Längsstreifen hell gemacht, Querlinien
wegretuschiert, so dass der Titel auf ruhigem Hintergrund steht))
88828_MB_Profil_2014_E.indd 1
BER ICHTERSTAT
R EPORT
TU NG
TO
GESCH
FISCA
Ä F TS
L YE
JA HR
AR
Meyer Burger
Meyer
Berichterstattung
Burger Report Geschäftsjahr
to Fiscal Year 2014
OTHER INFORMATION
12.03.15 10:34
2014
88828_MB_Bericht_2014_E.indd 1
88828_MB_Bericht_2014_D.indd
12.03.15 10:31
10:30
The Annual Report 2014 consists of two parts: Company Profile
and Report to Fiscal Year 2014.
Both documents are available on the company website:
http://www.meyerburger.com/en/investor-relations/financial-reportspublications/reports/
MANAGEMENT REPORT
2014
MARKETS AND CUSTOMERS
The strong growth trend in newly installed photovoltaic (PV) capacity at private and commercial end
users continued in 2014. Globally, a total of about
40 GW of new PV capacity was installed, an increase
of ca. 28% on the previous year. Global installed cap
acity has therefore risen to about 180 GW. Supply
and demand for solar cells and modules are gradu-
INSTALLED PHOTOVOLTAIC CAPACITY
EXPECTED TO GROW FROM 180 GW IN 2014
TO 500–600 GW IN 2020.
ally beginning to balance out following years of sustained and vigorous growth in PV end user markets
coupled with their global expansion. Several cell and
module manufacturers have also confirmed that their
production capacity was fully utilised in the second
half of 2014.
This long-term growth trend will be sustained. End-installed PV capacity is expected to grow by another 50
to 100 GW annually to reach 500 to 600 GW in total
by 2020. Keeping up with this market growth and
bringing cell and module efficiency up to current standards will require manufacturers of cells and modules
to invest in capacity expansion and/or upgrades or
completely replace their production equipment.
During 2014 and the first months of 2015, Meyer
Burger experienced an upturn in demand for technology upgrades, particularly in orders for MB PERC
technology, which allows customers to significantly
boost the cell efficiency and performance of existing
solar cell production lines.
2
As in the previous year, the countries installing the
largest amount of PV capacity were China, Japan and
the USA. This clearly shows that the major economies
in the world’s “sunbelt” are implementing their longterm plans to expand the solar industry. Photovoltaic
is being acknowledged as an increasingly attractive
energy technology from an economic perspective for
many countries. When a country develops its own
production infrastructure, it reduces its energy dependency on other countries, while simultaneously retaining the entire added-value of solar production and
installations. Arab countries, for instance, are looking
to protect their oil reserves and to cover domestic
energy needs with PV or even export PV modules.
China is planning to have a total installed PV capacity
of 70 GW by 2017, while India wants to increase
capacity by 100 GW until 2022.
Over a five-year period from 2015 to 2019, Meyer
Burger addresses a market potential of CHF 18 to 20
billion with its broad portfolio in products and solutions and major projects in new PV markets.
In Specialised Technologies (applications outside the
ADDRESSED MARKET OF ABOUT
CHF 18–20 BILLION OVER THE NEXT
FIVE YEARS.
PV industry), orders and sales were generated in a
whole range of special markets. Customised process
systems for plasma and ion-beam assisted surface
treatment procedures were developed and produced
for the semiconductor industry, precision optics manufacturing, component production for microsystems
technology and sensor production, amongst others.
Coating equipment based on the core competence in
photovoltaics was developed and sold for batteries,
OLED and printed electronics. In addition, microwave
Report to Fiscal Year 2014 | 2_Management Report | 14_Sustainability | 28_Corporate Governance | 56_Remuneration Report | 74_Consolidated Financial Statements | 122_Financial Statements Meyer Burger Technology Ltd | 134_Other information
EMERGING NEW PHOTOVOLTAICS MARKETS
45°
1500 kWh/m2
per annum
2200 kWh/m2
per annum
0°
1500 kWh/m2
per annum
45°
Meyer Burger PV markets with its sales and/or project activities
Sunbelt
Sunbelt regions with major PV potential (source: EPIA)
Meyer Burger companies
systems for industrial heating and plasma systems
and components were developed and successfully
brought to market. This business field which is independent of PV, represents a valuable diversification.
Our business is further diversified by selling our cutting technologies into other industries.
Unfortunately, one customer unexpectedly applied for
creditor protection, which affected our staff in Colorado Springs and impacted results for 2014: GT Advanced Technologies Inc. (GTAT) announced in October 2014 that it had filed for protection under Chapter
11 of the US Bankruptcy Code. Meyer Burger supplied GTAT with diamond wire saws and diamond
wire materials for cutting sapphire. The Chapter 11 fil-
3
ing and cessation of production at GTAT meant staffing measures had to be taken at our Colorado Springs
facility. Also, a large portion of production material
intended for this customer had to be written off in
2014 (for more details, please see the commentary on
the 2014 results and the section on employees). The
bankruptcy proceedings at GTAT are ongoing and
Meyer Burger is in extensive negotiations with GTAT
to define the amount that Meyer Burger is owed by
GTAT.
MANAGEMENT DISCUSSION AND
ANALYSIS OF RESULTS 2014
Meyer Burger achieved a strong increase in net sales
compared to the previous year and incoming orders
were also above the level of 2013. In terms of profitability, the results improved but were still unsatisfactory, partly due to non-recurring special items. A capital increase out of authorised capital in March and the
issuance of a convertible bond in September 2014
created sufficient liquidity for the company to close
the transitional year 2014 with a solid balance sheet.
Incoming orders
The volume in new orders reached CHF 326.0 million
in fiscal year 2014, representing an increase of 13%
compared to the previous year (2013: CHF 287.7 million). The average run-rate of “normal business” was
67% above the level in 2013 and illustrates the upturn
in demand for PV solutions and especially PV upgrade systems as well as for Specialised Technologies solutions. Large orders amounted to about CHF
42 million in 2014 compared to CHF 118 million in the
previous year.
Net sales
Net sales increased by 56% to CHF 315.8 million
(2013: CHF 202.7 million). This was about in line with
our expectations and was mainly created during the
second half of the year (CHF 186.8 million in H2 compared to CHF 129.0 million in H1 2014). The breakdown in net sales changed as follows: Asia achieved
49% of net sales (2013: 45%), Europe 27% (2013:
40%), USA 24% (2013: 14%) and other countries
0.2% (2013: 1%).
Operating income after costs of products
and services
Operating income after costs of products and services amounted to CHF 133.5 million (2013: CHF
102.5 million). The margin declined by 8.3 percentage
points to 42.3% for fiscal year 2014 (2013: 50.6%).
The margin decline is mainly due to high production
efforts (manufacturing of machines, costs of materials) in connection with the GTAT orders. A large number of machines ready for delivery and diamond wire
materials did not become sales-relevant after the
Chapter 11 filing and had to be written off. The normalised margin without these effects would have
been at around 50%.
The book-to-bill ratio (incoming orders to net sales)
stood again at >1 and reached 1.03 in fiscal year
2014 (2013: 1.42). The order backlog was at CHF
190.1 million as of 31 December 2014 (31.12.2013:
CHF 190.3 million).
4
Operating expenses
EBITDA and EBIT
As a result of the incoming orders received in 2013
and the first half of 2014, the workforce was increased during the first six months of 2014, mainly at
the production sites of Diamond Materials Tech, Inc.
in Colorado Springs and at Meyer Burger Ltd in Thun.
With the situation of GTAT, capacities at DMT which
had specifically been increased for this project had to
be reduced again by the end of October 2014. Overall 105 positions in Colorado Springs were affected.
EBITDA for fiscal year amounted to CHF –95.6 million,
as it included a substantial amount of non-recurring
special items (2013: CHF –117.3 million). Without
these special items, the normalised EBITDA would
have been at about CHF –75 million in fiscal year 2014.
OPERATING EXPENSES EXPECTED TO
BE SUBSTANTIALLY LOWER FOR FISCAL
YEAR 2015.
The restructuring measures in Hohenstein-Ernstthal
that were announced in May 2014 and completed by
year-end led to a decrease in personnel of a further
100 positions during the second half of the year. First
cost effects of these and other measures are recognisable, when both half-year periods are compared
(personnel expenses of CHF 84.3 million in H2 versus
CHF 95.9 million in H1). However, the full cost effect
in an amount of about CHF 30 million will only come
through in fiscal year 2015. In 2014, total personnel
expenses amounted to CHF 180.2 million (2013: CHF
165.7 million).
Depreciation and amortisation came to a total of CHF
66.2 million (2013: CHF 79.6 million), of which CHF
20.4 million was for depreciation of property, plant
and equipment and CHF 45.8 million reflects scheduled amortisation of intangible assets, which resulted
mainly from the M&A activities in previous years. At
EBIT level, Meyer Burger posted a result of CHF
–161.8 million (2013: CHF –196.8 million).
Financial result
The financial result, net, amounted to CHF 3.2 million
(2013: CHF –14.1 million). Financial expenses include
the interest expenses for the 5% straight bond and
the 4% convertible bond totalling CHF 8.0 million
(2013 for the straight bond: CHF 6.4 million). The valuation of intercompany loans to foreign subsidiaries
led to financial income from unrealised positive foreign currency translation effects of CHF 15.1 million in
2014 (2013: CHF –3.5 million).
Other operating expenses declined by 10% to CHF
48.9 million, despite the increase in net sales (2013:
CHF 54.2 million). The main reasons for the decline
were a consistent cost management and the release
of provisions.
5
Taxes
Cash flow
The taxes for 2014 amounted to a tax income of CHF
23.9 million (2013: CHF 48.5 million). The decline in
tax income compared to the previous year is due to
the lower negative result before taxes, and due to the
fact that some group companies did not capitalise
loss carry-forwards any further during 2014, as results
(on EBITDA level) at several companies had not yet
fundamentally improved.
Cash flow from operating activities was CHF –152.8
million (2013: CHF –130.4 million). In the operating
cash flow, the effects from preparatory works in connection with GTAT and further investments into net
working capital during the first half of 2014 are particularly pronounced. The operating cash flow before
changes in net working capital amounts to CHF
–107.7 million (2013: CHF –142.5 million). The reduction of the cash drain in operating activities was mainly
achieved during the second half of 2014.
Net result
The net result for fiscal year 2014 came to CHF –134.7
million (2013: CHF –162.8 million). Out of this amount,
CHF –132.7 million are attributable to the shareholders of Meyer Burger Technology Ltd (the remaining
CHF –2.0 million are attributable to the minority shareholders of Roth & Rau AG). The net result per share
amounts to CHF –1.50 (2013: CHF –2.26).
Cash flow from investing activities amounted to CHF
–18.9 million (2013: CHF –7.5 million). Investments into
property, plant and equipment were CHF 18.3 million
net and include mainly costs for the expansion of the
production capacities in Colorado Springs (due to the
GTAT orders), investments into the SWCT line in Thun
as well as normal investments.
Balance sheet
Total assets were CHF 755.9 million as of 31 December 2014 (31.12.2013: CHF 784.0 million). Current
assets include cash and cash equivalents of CHF
169.8 million, inventories are CHF 134.4 million. Longterm assets mainly include property, plant and equipment of CHF 141.2 million, intangible assets of CHF
132.1 million and deferred tax assets of CHF 110.2
million.
Cash flow from financing activities was CHF +167.9
million (2013: CHF +176.1 million). The capital increase in March and the issuance of the convertible
bond in September resulted in net proceeds of CHF
172.7 million for the company during fiscal year 2014.
Total liabilities amounted to CHF 403.5 million, of
which trade payables were CHF 35.8 million, customer prepayments CHF 50.9 million, provisions CHF
20.4 million and financial liabilities CHF 248.1 million.
Equity as of 31 December 2014 stood at CHF 352.4
million, reflecting a solid equity ratio of 46.6%
(31.12.2013: CHF 408.6 million, 52.1% equity ratio).
6
Net sales by currencies
in 2014
42% CHF
37% EUR
11% USD
10% Other
R&D INVESTMENTS INTO THE FUTURE
In 2014, Meyer Burger once again invested substantially in innovation and focused research and devel
opment projects to further strengthen its technological advantage and current market and product
positioning. A total of CHF 59.5 million or 18.8% of
net sales was invested in R&D (2013: CHF 63.7 million and 31.4% of net sales). Research and development expenses are not capitalised in the balance
sheet, but are recognised as an expense in the income statement. A total of 395 employees (FTE)
worked in research and development (2013: 382 FTE).
CURRENCIES
In 2014, 42% of net sales were generated in Swiss
francs (2013: 22%), 37% in Euro (2013: 60%) and
11% in US Dollars. Meyer Burger strives to have as
great a share of sales as possible in the currencies in
which subsidiaries provide their services. This natural
hedging was also applied in 2014, with about 53% of
Group production value generated in the two largest
centres of competence: Thun in Switzerland and Hohenstein-Ernstthal in Germany. To hedge against residual currency risks, the company uses forward currency contracts where necessary. It does not hedge
against foreign currency risks on the carrying amounts
of foreign subsidiaries or on the conversion of the
earnings of foreign companies, however.
7
Following the decision by the Swiss National Bank to
abandon the CHF 1.20 minimum rate against the
Euro, the Swiss franc surged in value. The EUR and
USD exchange rates in particular have a material
effect on the results and equity of Meyer Burger

Group. The greatest effect the strong Swiss franc has
on the accounts of Meyer Burger Group is on unrealised foreign currency valuation of intercompany loans
(applied at each balance sheet date). These effects
are recognised in the financial r esult. Furthermore, additional measurement effects result from the translation of financial statements in Euros into Swiss francs,
the Group currency (translation effects on the conversion of the net assets). The Euro was measured in the
consolidated financial statements 2014 at CHF/EUR
1.20. The assumption of a CHF/EUR exchange rate of
1.07 would lead to an effect of CHF 40–50 million on
the reported equity as at 31 December 2014.
RISK MANAGEMENT
Meyer Burger uses various risk management instruments to manage the strategic, financial and operational risks facing the Group. The Board of Directors
has primary responsibility for evaluating strategic
risks. Financial and operational risks are mainly assessed by the Executive Board of Meyer Burger Technology Ltd. The results are submitted to the Board of
Directors at regular intervals and any necessary
counter-measures determined. Risk management is
integrated within the company’s management processes and involves, in particular, Planning, Finance &
Controlling, Internal Audit, Production & Logistics, Research & Development, Product Management, Sales,
IT, Corporate Communications, Human Resources,
and external Tax and Legal Consulting.
Employees by region
Employees
in 2014
in 2014
28%Switzerland
18%Women
82%Men
47%Europe*
12%Asia
13%USA
*excluding Switzerland
Occupational safety is also of core importance to
Meyer Burger. Risks are minimised and a high degree
of process safety achieved through careful analysis of
operating procedures and the provision of employee
training.
→ For information about financial risk management
see Note 3 on page 90.
→ For information about employees see the next
section and the corresponding part of the Sustainability Report on page 16.
EMPLOYEES
At the end of 2014, Meyer Burger Group employed
over 1,700 people. The number of people employed
on a full-time basis was 1,752 (FTE), compared to
1,781 at the end of 2013. In addition, the Group
employed 44 temporary full-time workers (year-end
2013: 194 temporary workers). As mentioned above,
headcount in manufacturing rose sharply in the first
half of 2014 at the Colorado Springs and Thun sites
(by a total of 170 FTE). Following the Chapter 11 filing
by GTAT, the capacity added for this project was
trimmed back, resulting in the reduction of 105 positions at that site in the fourth quarter of 2014. In Hohenstein-Ernstthal restructuring measures were executed, which resulted in a decline of 100 positions.
The average number of full-time employees in 2014
was 1,857 (2013: 1,898 FTE).
Further improvements were made to the cost structures in Colorado Springs and Thun in January 2015
to reach break-even at the EBITDA level. This impacted another 65 positions in total.
→ For more information on Human Resources issues
see page 16.
Workforce
Employees (FTEs)
Total at year-end
8
2014
2013
2012
2011
2010
1 752
1 781
2 186
2 791
1 276
Production, Logistics
661
675
829
1 342
654
Research, Development
395
382
484
534
197
Sales, Services
475
507
597
615
299
Finance, Administration
221
218
276
300
126
MANAGEMENT TRAINING
MEYER BURGER BRAND
Meyer Burger has long had a focused management
development process that seeks wherever possible
to fill vacant management posts and key positions
with internal candidates. Various management training courses were held over the year, focusing on management basics, management tools and management values, with 14 managers attending.
Several Executive Board workshops also took place
that looked at organisation, leadership and business
processes. In addition, there were Group Management workshops over several days on the market,
technology, corporate management and organisation
with as many as 23 participants, as well as specific
leadership workshops on the technologies and markets for photovoltaics and specialised technologies
(attended by 38 and 5 people, respectively).
The brand strategy was adapted and the number of
brands reduced in 2014, in order to strengthen the
Meyer Burger brand name and increase customer orientation. The consolidated brand portfolio now has
one strong brand name, four technology labels and
three independent individual brands.
The corporate branding strategy is clearly and sustainably positioning Meyer Burger as a globally active
leading technology group with advanced technologies, flexible solutions and systems and an extensive,
high-quality portfolio of products and services in hightech industries. The focus on a single corporate brand
will increase distinctiveness and recognition in the
global market.
The corporate brand combines and represents the
entire portfolio of systems, equipment and services
from all organisational units. AIS Automation, Muegge
and Ortner, which have established market positions
outside the core Meyer Burger business, are the only
stand-alone technology brands that will continue to
independently grow their position in their core markets.
Brand Structure
1 st level:
Corporate brand
primary agent, defined as primary brand
image across all points of contact
Technology labels
2 nd level:
Individual brands
with independent presence
9
In addition to the corporate brand, specific competences have a distinctive technology label. This guarantees additional, clear and identifiable added value
for the Meyer Burger brand promise.
INNOVATION AND TECHNOLOGY
An innovative and market-oriented Research & Development department provides solutions to future customer requests flexibly and in advance. For instance,
this can be evolutionary improvements and upgrades.
At the same time, it is important not to miss future
trends, but rather to actively shape them especially in
disruptive technologies. One example of a disruptive
technology is the highly efficient Heterojunction technology, which cuts system and module costs and
significantly raises energy yield. In 2014, the Meyer
Burger Group delivered important trend setting innovations which delivered competitive advantages to
our customers through increased productivity and
improved efficiency.
Disruptive technologies are a key pillar of our company and for our customers. These technologies develop their own momentum towards higher-value
product generations, putting our customers in a more
attractive competitive position. As a leading technology group, Meyer Burger deliberately focuses on
further developing both evolutionary and disruptive
technologies. This way we can successfully offer our
customers high-tech products, processes and solutions. Another key element is close partnership and
intensive cooperation with selected leading research
institutions. Our excellent network with these organisations sustains our high level of innovation. In Nov
ember 2014, the o
fficial opening of our research and
development centre for highly efficient cell production
10
in Hauterive near Neuchâtel received considerable attention from politicians and the media. This underscores our close cooperation with CSEM (Centre
Suisse d’Electronique et de Microtechnique) as part
of the Swiss-Inno HJT project. Keeping in close touch
with leading European research institutions such as
CSEM, ISE and INES/CEA ensures Meyer Burger
Research capability to concentrate on implementing
fundamental research and translate new discoveries
into industrially applicable procedures and processes.
Meyer Burger enjoyed considerable success with disruptive technologies in 2014. The first PECVD and
PVD machines (the key processes for a heterojunction line) were delivered and installed at the customers’ site. In SmartWire Connection technology
(SWCT), the parameters for the number and diameter
of the wires were further optimised and new alloys
indicate further potential for lowering costs.
The highly efficient module line with SmartWire Connection technology for the new generation of stringers was successfully demonstrated to several customers. Two customers have already placed initial
orders for this innovative and efficient product.
Heterojunction (HJT) cell efficiency was further improved over the year. Our R&D centre Meyer Burger
Research reached cell efficiencies of over 23%. The
technology and product centre for cells and surface
technologies in Hohenstein-Ernstthal achieved an average of 22.5% and a peak of 22.9% under industrial
conditions using Meyer Burger GridTOUCH technology.
Once again, combining disruptive Heterojunction and
SmartWire Connection technology and processes resulted in a new record. The SUPSI testing institute in
Ticino confirmed module performance of 327 Watts
peak (Wp) from a 60-cell module with 156×156 mm
bifacial cells. This improved performance was achieved
solely by optimising process parameters; no additional production stages are required. As a result, kilowatt hours per Wp were 13% higher and kilowatt
hours per surface 63% higher than from an average
standard module with the same number of cells. This
is due to the physical properties of the HJT cells,
which are better at converting sunlight into energy
than standard modules that use multicrystalline silicon. Since HJT combined with diamond wire technology and SmartWire Connection technology has the
lowest levelised cost of energy (LCOE), it will play a
major part in the future energy mix.
Meyer Burger also had considerable success in evolutionary technologies in 2014, especially in the upgrade business. With the Meyer Burger MAiA cell
coating equipment, proven and leading cell efficiencies are achieved. Existing standard cell lines are fitted with passivated emitter rear contact (PERC) cell
architecture at low cost, increasing absolute cell
efficiency by 1% and 0.7% for monocrystalline and
multicrystalline silicon respectively. With PERC cells,
efficiency of 20.74% has been measured for mo
no-crystalline cz-Si and 19.54% for multicrystalline
mc-Si, without using selective emitters. This puts MB
PERC upgrades well above the industry benchmark,
positioning Meyer Burger as market leader. By comparison with the industry, the Meyer Burger MAiA
platform is a very successful upgrade that allows our
customers to produce PERC cells that are highly efficient and economically optimised in cost/benefit
terms. The MB PERC process uses a procedure
which significantly reduces the effect of PERC cell
degradation, while simultaneously boosting cell performance.
11
In the diamond wire segment, the innovative patented
Meyer Burger Diamond Wire Management System
(DWMS) won the international solar award in the “PV
Process Award” category. Silicon is cut in pendulum
mode. This means the diamond wire moves 600 m
forwards and 580 m backwards, then 600 m forwards
again, cutting the silicon into thin wafers. During the
cutting process, the diamond wire is wound up and
down on spools on either side of the grid. Meyer
Burger has successfully launched this patented wire
management tool, which can significantly increase
wire performance. If the wire overlapped as it winds
up on the spool, it could be damaged. The system
separates the spool into a storage part and a working
part. On the working part, the diamond wire is wound
with minimal pitch, so it does not overlap. As a result,
the wire does not come into contact with itself, remaining sharp and lasting longer. The diamond wire is
a major cost factor in the cutting process. The significant improvement in cutting performance generates
huge cost savings. In addition, Meyer Burger has developed a new process for using this low-cost cutting
process to cut multicrystalline silicon using a diamond
wire at low cost as well.
Meyer Burger offers a stringer upgrade solution for
the existing global installed base of 300 stringers.
These stringers can handle 3 to 5 busbars. Throughput is also increased by 30% and uptime improved.
As an evolutionary upgrade solution, Meyer Burger offers the world’s fastest and most economic stringer,
with the best price/throughput ratio and unbeatable
flexibility for the cells and connectors to be processed.
The system is completed by a compatible robot-free
layup solution with integrated interconnection and a
throughput of 4,000 cells per hour.
To enable the testing of solar cells in astronautics
(space travel), Meyer Burger developed an innovative
sun simulator which it successfully introduced to the
market.
Meyer Burger is already able to measure high-capacity, highly-efficient cells in the busbar-free version at
industrial speed. A new busbar-free cell measurement
method (GridTOUCH) has already been delivered to customers.
Today it is possible with Meyer Burger photoluminescence technology to include electrical material life
expectancy as a characteristic in wafer sorting at the
measurement stage, which significantly improves
sorting. New visual measurement systems are available for screens and LEDs in the sapphire segment.
12
In Specialised Technologies significant technical
successes were achieved at all subsidiaries during
the year.
At the “Printed Electronics USA” exhibition in November 2014 in Santa Clara, California, subsidiary Roth &
Rau B.V. won the Printed Electronic Award 2014 for
“Best Technical Development Manufacturing” with its
PiXDRO inkjet print technology. The PiXDRO functional inkjet print technology won for a series of improvements in print technology for printed electronics,
PCBs, touch panels, printing surfaces, OLED applications and photovoltaic applications.
Another subsidiary, Roth & Rau – Ortner GmbH, won
the Handling Award 2014 in the category “Innovative
new Development of a Product or System Solution”
for its mobile cleanroom robot SCOUT ®. At Motek,
the world’s leading automation trade fair, the first user
prize was awarded to outstanding products and systems solutions in manufacturing and assembly automation and innovations in handling technology, robotics, materials flow and conveyor technology. The
criteria included innovation, novelty, sustainability,
commercial viability and use for the end-customer.
We are especially proud of the strong valuation we
received for the final criterion.
In Specialised Technologies, MicroSystems offers
specially designed equipment for surface treatment of
ion beams and ion plasma down to atomic resolution.
This is used mainly in the semiconductor industry for
read/write heads on hard disks, RF-MEMS and optics
for high-precision applications in the nanometer range
for mirror telescopes, aspheric lenses and stepper
optics for extreme ultra-violet EUV lithography.
MicroSystems extended its market presence in 2014
with TopCor ®, a new calculation and management
software package for precision surface smoothing.
In summary, Meyer Burger has significantly moved its
technology platform forward in the interests of its customers while delivering them clear competitive advantages during a difficult period. At the same time Meyer
Burger has strengthened its technological position
and is fully poised to play a leading role in the imminent upturn in the market.
LONG-TERM OUTLOOK – ROAD 2020
Solar energy, as an important element in our future
energy supply, will continue to enjoy significant
growth rates in the coming years and decades. The
International Energy Agency (IEA) estimates that in
2030 around 16% of electricity supplies will come
from PV facilities (currently it is less than 1%). The IEA
assumes that the installed base of PV will rise to
around 1,700 GW in 2030 and 4,700 GW in 2050.
This compares to 180 GW in 2014 and forecasts of
about 600 GW by 2020.
For our customers, the strong growth in the end-installed PV base means they will have to invest in capacity expansion and/or technology upgrades to
keep up with advances in cell and module efficiency
and with the rapid market growth. Meyer Burger is
addressing this market with the broadest and most
cutting-edge technology and product portfolio in the
industry, combined with a strong global sales organisation.
The top priority in 2015 is to reach break-even at the
EBITDA level and achieve net sales of about CHF
400 million. Our target for 2020 is net sales of CHF
1.3 billion, an EBITDA margin of 13% to 15% and
achieving good, sustainable operating cash flows.
On the path to this long-term goal, over the period
2016–2019 we want to reach strong sales growth, a
steady improvement in the EBITDA margin and positive cash flows.
13
SUSTAINABILITY
CEO STATEMENT
At Meyer Burger, sustainability means the ongoing,
future-oriented development of our photovoltaic and
specialised technologies and solutions with the goal
of helping our customers reach the lowest manufacturing and production costs in the solar industry while
securing the position of solar power in the future
global energy mix. This can only be achieved by continuously improving the social, environmental and
economic processes in our own technology and production locations and with a clear focus on the needs
of our stakeholders such as customers, shareholders
and employees.
In 2014, Meyer Burger’s innovative photovoltaic and
specialised technologies were nominated for and won
a number of important customer and industry awards
recognising innovation and sustainability. Such peer
and market recognition not only underscores the
research and development achievements of our company but also helps us further sharpen our strategic
technological priorities.
By understanding the needs of our customers and
the industries we serve, we can continue our development of sustainable, intelligent technologies which
create added value for our stakeholders. We are also
able to strengthen our “one face to the customer”
strategy which is closely aligned to the needs of our
markets. In the year under review, Meyer Burger completed the restructuring of our Global Sales organisation which began in November 2013. By ensuring the
important proximity to our customers, Meyer Burger
has solidified its position as a technology leader within
its markets.
14
In the past year, Meyer Burger gathered environmental and emissions data for our two main technology
and product locations in Thun (CH) and Hohenstein-Ernstthal (DE). In 2014, the production capacity
in both locations clearly increased over the previous
reporting year which gave us the opportunity to further test and evaluate the energy concepts in both
locations. As we continue to build up and present a
comprehensive picture of the company’s environ
mental management efforts, the data we gather will
support our future sustainability initiatives.
Our IT strategy is a strong example of our environmental management achievements. Last year, Meyer
Burger continued to consolidate and centralise its IT
services. In our main data centre in Thun, we have
implemented the latest APC cooling technology. The
row-based convection system allows us to individually adapt the cooling capacity for each server cabinet
which has significantly reduced the energy required
for our server management.
We are again pleased to publish these advances and
other milestones in our sustainability reporting in
accordance with the Global Reporting Initiative (GRI)
guidelines this year. Meyer Burger has once more
achieved Transparency Level C within the GRI G3
guidelines, as verified by GRI (see GRI Index).
Peter Pauli
Chief Executive Officer
INTRODUCTION
Sustainability is an integral part of Meyer Burger’s everyday business and this is now the fourth time the
company has provided systematic details of its sustainability performance in its Annual Report. The internationally established guidelines for sustainability reporting as prepared by the Global Reporting Initiative
(GRI) have again been applied. The report is broken
down by the stakeholders that matter to our business:
customers, employees, the environment and society.
Meyer Burger has once more achieved Transparency
Level C.
The sustainability report for the Meyer Burger Group
focusses on the company’s two main technology centres located in Hohenstein-Ernstthal (DE) and in Thun
(CH). In Hohenstein-Ernstthal, innovative high efficiency cell concepts are further developed and in
Thun, leading wafer and module technology devel
opment is pursued. With these two locations, the
sustainability report covers approximately half of all
employees of the Meyer Burger Group and at the
same time addresses the main photovoltaic competencies of wafer, cell and module as well as various
Specialised Technologies.
THE GRI CONTENT INDEX FOR THIS SECTION
AND GRI ICON FOR THE APPLICATION LEVEL
SERVICE CAN BE FOUND AT:
CUSTOMERS
Customer focus
The Global Sales Organisation that Meyer Burger introduced in November 2013 further reinforced our
unique market position as a systems integrator across
the value chain in the solar industry. Restructuring the
sales team has produced a powerful organisation
with a tighter customer focus. The “one face to the
customer” strategy has adapted the corporate structure at Meyer Burger to current market demands. This
emphasises the corporate objective of focusing on
the customer and offering strong, flexible and local
service from simplified structures. Since May 2014,
the Global Sales Organisation has been headed by
Michael Escher, Chief Commercial Officer and a member of the Executive Board.
Meyer Burger Group is the leading technology group
for innovative systems and processes based on semiconductor technologies. The company focuses on
photovoltaics, but also uses its expertise and technologies in areas of the semiconductor and optoelectronics industries and selected high-end markets for
semiconductor materials. The company wants its
customers to achieve the lowest manufacturing and
operating costs (total cost of ownership) in the industry by using its systems and processes.
http://www.meyerburger.com/en/investor-relations/
financial-reports-publications/reports/
15
Tailor-made customer trainings
Meyer Burger’s technically advanced and innovative
products can only reach their full potential if they are
run properly. Customers enjoy an extensive range of
training options, such as the Meyer Burger Academy
Education, basic training modules and customised
courses at the company or at the customer site. A
comprehensive network of customer service centres
ensures optimal onsite service. Customers are also
supported by a wide range of technical product fact
sheets, manuals and operating instructions, which
enable them to achieve maximum performance from
their systems.
All Meyer Burger systems and equipment are always
checked before delivery. The four-stage safety concept is fully embedded in the development process.
Direct personal contact with customers is especially
important; one way of achieving this is by attending
various specialist and industry trade fairs around the
world.
EMPLOYEES
During the year under review, further focussing activities took place across the Meyer Burger Group which
led to a hiring freeze and a reduction in temporary employees at the Thun location.
At Roth & Rau AG in Germany, further focussing measures resulted in the reduction of nearly 100 employees in the second half of the year. The consequences
for the impacted employees were mitigated by setting
up a transfer company which worked intensively on
advising, placing and training the staff who were
made redundant.
As in the previous year, Meyer Burger Group faced
the challenge of developing and retaining employees
and recruiting new ones. The high volatility in the photovoltaic market in the past three years has made candidates reluctant to apply for open positions and it
presents a challenge for retaining existing employees.
After three very demanding years both for the Group
and for employees in the solar industry, Meyer Burger
is determined to maintain and motivate staff and give
them future oriented career prospects.
16
Employee structure
Following the organisational adjustments during the
year under review, at the end of 2014 a total of 810
(2013: 941) people were working at Meyer Burger in
Thun and Roth & Rau in Hohenstein-Ernstthal. Of
these, 514 worked in Thun (2013: 583) and 296 (2013:
358) in Hohenstein-Ernstthal. Excluding temporary
employees and apprentices/trainees, the workforce in
Thun can be broken down into 389 full-time positions
(2013: 372 FTEs) and 75 part-time positions (2013: 80
part-time positions), and the workforce in Hohenstein-Ernstthal into 255 full-time positions (2013: 319)
and 21 part-time positions (2013: 22).
The gender breakdown is as follows: in Thun there
were 420 male employees (2013: 484) and 94 female
employees (2013: 99). The female employees can be
broken down into the following categories: 1 member
of the Executive Board of Meyer Burger Ltd (2013: 1),
36 senior executives (2013: 33), 49 employees (2013:
55) and 8 apprentices or trainees (2013: 10). This corresponds to a share of women of 18.3% (2013:
17.0%) in Thun.
At the end of 2014, Hohenstein-Ernstthal had 240
(2013: 280) male and 56 (2013: 78) female employees.
Roth & Rau has one woman on the Supervisory Board
(2013: 1) and two further women at managerial level.
The total share of female employees there is 18.9%
(2013: 21.8%).
Out of a total of 810 people, 150 (2013: 177) are female,
equivalent to 18.5% (2013: 18.8%).
17
The age structure at the Thun site (Meyer Burger Ltd,
Meyer Burger Global Ltd and Meyer Burger Technology Ltd,) once again reflects Meyer Burger’s fairly
young workforce. 128 people are under 30 (2013:
176), 308 are between 30 and 50 (2013: 324) and 78
are over 50 years old (2013: 83). Two members of the
Executive Board of Meyer Burger Technology Ltd are
over 50 years old (2013: 2) and three are between 30
and 50 (2013: 2). All five members of the Board of Directors are over 50 (2013: six, plus one aged 30–50).
The workforce at Roth & Rau AG is also relatively
young. 59 people were less than 30 years old (2013:
79), 169 between 30 and 50 (2013: 193) and 68 over
50 years old (2013: 81).
The employees occupy a very wide variety of roles
and are divided up at the Thun site into several Levels
of Competence and Responsibility (LCRs). These
range from LCR 1 (Executive Board) to LCR 5 (employees). Defining the LCRs enables the company to
achieve certain nuances within largely standardised
terms of employment and salary systems, and as
such to address the specific situation of individual
employees in different roles.
The fluctuation rate at Meyer Burger in Thun is currently about double the usual rate in the machine industry. This was largely caused by the varying volume
of incoming orders and the resulting fluctuation in production volumes which was absorbed by temporary
employees.
The fluctuation rate at the Thun site was 50.2% in the
year under review (2013: 41.6%), including temporary
staff. Among permanent employees at the Thun site
the fluctuation rate amounted to 27.6%. At Roth &
Rau it was 39.8% (2013: 19.4%). Total fluctuation was
46.1% (2013: 32.2%).
→ For further information on the subject of Meyer
Burger Group’s employees see the Management
Report 2014, page 8.
Employee commitment
In the second half of 2014, the Executive Board
moved to actively strengthen the Meyer Burger brand
and further extend the market position of Meyer
Burger Group. To ensure the increased involvement of
all employees and to raise their emotional identification with the brand; a behavioural branding concept
was designed and will be rolled out across the Group
in 2015. Various activities are planned under the
theme “Together to the top”, including brand training,
team events, a photo competition, a staff survey and
feedback round, a Meyer Burger event on climbing
summits and much more. Employees will be regularly
informed about the programme through CEO-mails,
the community platform and regular items in the employee magazine MBtimes. This, along with further efforts to focus on key issues, will help strengthen employees’ identification with the company.
An anonymous staff survey was conducted at Roth &
Rau in 2014. The results were presented to employees at a works meeting. According to the results, the
employees can be described as satisfied with Roth &
Rau. They appreciate the flexibility of their work, the
atmosphere in the company and the cooperation with
their colleagues. There are challenges in relation to
leadership and training opportunities. The survey will
be carried out annually in future to identify both positive and negative trends at an early stage. There was
no poll at Meyer Burger in Thun in 2014.
Total workforce by location and type of employment
Employees
Total
Hohenstein-Ernstthal
2013
2014
2013
2014
2013
341
Permanent employees
740
793
464
452
276
Temporary employees
12
84
4
80
8
4
Apprentices and trainees
58
64
46
51
12
13
810
941
514
583
296
358
2013
2014
2013
2014
2013
Total at year-end
Employees
Total
2014
18
Thun
2014
Thun
Hohenstein-Ernstthal
Production, Infrastructure
256
373
142
206
114
167
Research, Development
219
225
141
134
78
91
Administration, Finance/Controlling, HR, IT, CEO
172
163
126
115
46
48
Sales, Services
163
180
105
128
58
52
Total at year-end
810
941
514
583
296
358
Safety and health
Education and training
Several campaigns focussing on employee health
were again run during the year, like the Bike to Work
event at Thun in June, a fruit drive, summer and winter festivals and changing rooms with showers for
employees who do sports. In 2014, the company doctor at Roth & Rau offered employees flu jabs for the
first time. All office staff are also regularly offered the
“office workstation health check”. Roth & Rau AG runs
a structured corporate health and reintegration management programme. Employees who are absent for
medical reasons for more than 30 days during the
year are invited to a meeting to discuss possible
work-related causes and offered assistance.
In addition to English lessons and individual training
and specialist courses, seminars were held in Thun
on leadership and negotiation. This was part of a
focus project to strengthen the sales organisation via
training in product, negotiation and selling skills. Management also received training which focussed on
leadership development and instruments and also encompassed leadership values. Additionally some employees in new management or technical positions
were offered coaching support.
As part of her studies, one Human Resource employee in Thun developed a plan to reduce the rate of
absence. The recommendations are scheduled for
implementation in 2015.
Occupational safety is a core concern for Meyer
Burger. Risks are minimised and a high degree of process safety achieved through careful analysis of operating procedures and the provision of employee training. During the year Meyer Burger added a “safety
info pack” to the welcome pack for new employees,
aimed at increasing awareness and understanding of
safety rules and processes in the company. In the
coming year, return to work meetings will also be held
to discuss safety with employees who return after extended absences following sabbaticals or illness. In
2014, 19 occupational accidents occurred at the Thun
and Hohenstein-Ernstthal sites (2013: 21): 14 in Thun
and 5 in Hohenstein-Ernstthal. These resulted in 130
days of absence in Thun and 3 in Hohenstein-
Ernstthal (2013: 73 and 113).
19
The main focus at Roth & Rau in 2014 was developing
employees’ work-related skills. Sessions were held
with internal and external trainers on various issues
related to personal development, leadership, organisation and methods and appropriate technical training and development.
Meyer Burger continues to place an emphasis on training apprentices. At the end of 2014, there were 44
(2013: 51) apprentices in Thun in the following fields:
automation mechanics, IT, business administration,
design engineering, logistics and polymechanics. All
apprentices who completed their training in June
2014 were very successful: six out of ten remain employed at Meyer Burger.
Starting in summer 2015, Meyer Burger in Thun will
also have an apprentice in manufacturing maintenance. Spring 2015 will also see the first exchange
between the Meyer Burger locations in Thun and
China: three apprentices will visit the production site
in China with their technical manager.
At the end of 2014, Roth & Rau AG had a total of
seven apprentices in the following fields: industrial
engineering, mechatronics and electronics for automation technology. Three apprentices completed their
training in 2014. As a result of the focusing measures,
unfortunately only one person could be offered a permanent job. The other two were given six-month contracts.
The company also provided placements for five students working towards bachelor and master degrees
in micro technology. In addition, Roth & Rau is providing two students with placements as they train to
become office administrators. They will complete their
final year of training with Roth & Rau in 2015.
Proper conduct
The Meyer Burger Code of Conduct is one of the most
important elements in Meyer Burger Group’s corporate and business management. The Board of Directors, the Executive Board and all Meyer Burger
employees are expected to conduct themselves in
accordance with these guidelines and to complete all
their work without exception in compliance with the
Meyer Burger Code of Conduct. In the event of uncertainty or doubt, employees may approach their line
managers, the Code of Conduct Officer or another
member of the Executive Board of Meyer Burger
Technology Ltd for advice or support. If infringements
of the Code of Conduct come to light, the line manager or, in exceptional cases, the Code of Conduct
Officer must be informed directly. The Board of Directors has appointed the Chief Financial Officer of Meyer
Burger Technology Ltd as the Meyer Burger Group
Code of Conduct Officer. Acknowledgement and
acceptance of the Code of Conduct form part of the
terms of employment which are signed by all new
employees. The Code of Conduct can be found on
the Meyer Burger website in three languages.
ENVIRONMENT
Innovation and progress
Both the Thun and Hohenstein-Ernstthal sites are
housed in new, energy-efficient buildings that meet
the latest environmental standards. Meyer Burger in
Thun is located in a plus energy building with a
planned installed photovoltaic capacity of over 600
kWp. Power is currently derived from 100% renewable energy from Energie Thun and the entire building
is heated and cooled by ground water. The Thun site
has been certified under ISO 9001, ISO 14001 and
OHSAS 18001.
A concept was developed in 2014 for all solar modules produced at Meyer Burger Thun for the Swiss
market to carry an up-front disposal fee. Owners can
then have their redundant modules disposed of by
Meyer Burger free of charge. This will be rolled out
from January 2015.
The Thun site has two electric vehicles, electric bicycles and a small fleet of vans and company cars.
Charging points are available for electric bicycles and
cars too.
The Meyer Burger product portfolio is unique in the
solar industry and is constantly being refined and optimised. Advanced technologies allow customers to
significantly reduce material and energy costs during
the manufacturing process. This cuts the overall cost
of solar energy even further.
→ For further information on innovation see page 10.
20
Meyer Burger environmental indicators 1
2014
2013
Energy consumption in MWh
Total
12 916
13 171
Electricity
Mwh
8 851
9 247
Total heat
Mwh
2 776
2 720
Gas
Mwh
1 584
1 992
Heat pump (groundwater)
Mwh
1 192
729
Total fuels
Mwh
1 290
1 204
Diesel
Mwh
1 272
1 163
Petrol
Mwh
11
32
LPG/propane
Mwh
7
9
Total CO2 emissions in tCO2e
Total
5 905
5 516
Scope 1 total
tCO 2e
665
724
Heating fuels
tCO 2e
320
403
Vehicle fuels
tCO 2e
345
321
Scope 2 (electricity)
tCO 2e
2 978
3 256
Scope 3 (air travel)
tCO 2e
2 332
1 535
Total
1 155 988
587 225
Water consumption in m3
Drinking water/fresh water
m3
14 850
14 677
Groundwater 2
m3
1 141 138
572 548
Waste water m3
Total
14 855
14 677
Municipal sewage treatment plant
m3
14 127
13 479
of which, local processing prior to discharge into municipal sewage system
m3
728
1 198
Waste
Non-hazardous waste
Residual waste to incineration
tonnes
67
48
Residual waste to unknown recycling
tonnes
52
35
Composting
tonnes
11
15
Wood (burning)
tonnes
107
73
45
Recycling
Paper
tonnes
45
Cardboard
tonnes
36
33
Glass
tonnes
9
10
Metal (in particular aluminium, copper, iron, steel)
tonnes
167
216
Plastic
tonnes
8
7
PET 3
tonnes
3
3
Hazardous waste/Special waste
Batteries, estimated (recycling)
tonnes
0.1
1
Waste electrical and electronic equipment (recycling)
tonnes
16
296
Oils, fats, chemicals (in particular aqueous solutions) 4
tonnes
576
588
Hazardous waste (in particular slurry) 5,6
tonnes
68
108
m3
46
69
Hazardous waste (water-based) 6
1
2
3
4
5
6
21
Thun and Hohenstein-Ernstthal (Roth & Rau) sites.
The groundwater is pumped for heating and cooling purposes and then returned to the groundwater reservoir. The amount of water had to
be increased for a short period during 2014 at the site in Thun due to problems with server cooling.
Information on PET recycling at the Thun site is based on estimates.
Most of the waste is generated by production processes at the Hohenstein-Ernstthal site.
Of which recycled: broken silicon wafers: 0.26 t and toner: 0.06 t.
Information based on data from waste management companies.
EMPLOYEES
22
23
External recognition
During the year under review Meyer Burger’s ability to
innovate was recognised with three major industry
awards.
Meyer Burger was recognised with the Solar Award
2014 in the category “PV Process Award” for its Diamond Wire Management System (DWMS). Specially
designed by Meyer Burger for its diamond wire saws,
the DWMS is an enhanced wire winding system which
winds and unwinds the wire on spools on either side
of the wire web during cutting. Without DWMS, the
wire would be wound directly in overlapping windings
onto the storage spool and could therefore damage
itself. The innovative DWMS design separates the
spool into a supplier (storage) part and a working part.
On the working part, the wire is wound in non-overlapping windings with a minimal pitch. This completely
eliminates wire to wire contact, thus maintaining wire
sharpness and extending the life of the wire. The
award is of particular importance because the winner
is selected by customers in the PV industry.
→ For further information on the DWMS please refer
to page 9 in the Corporate Profile.
The prestigious IDTechEx Printed Electronic Award for
the “Best Technical Development Manufacturing” was
awarded to the Meyer Burger Group in 2014. The
highly respected award recognised the outstanding
work by Roth & Rau B.V., a member of the Meyer
Burger Group, in designing, building and installing
multiple complete manufacturing lines based on its
PiXDRO functional inkjet printing technology. The jury
acknowledged Roth & Rau’s progress in optimising
the process of mass-scale production by improving
productivity, quality, reliability, uniformity, and scale.
→ For further information on printed electronics
please see page 17 in the Corporate Profile.
24
Roth & Rau – Ortner GmbH, a member of the Meyer
Burger Group, received the “Handling Award 2014” in
the category “Innovative new development of a product or system solution” for its mobile clean room
SCOUT® robot. During Motek, the most important
trade fair for automation worldwide, inaugural user
awards were presented for outstanding products and
system solutions in the manufacturing and assembly
automation field as well as innovations in the fields of
handling technology, robotics, materials flow and
conveyor technology. In addition to innovation and
novelty value, the decision-making criteria focused on
sustainability, marketability, usability and benefit to
the customer.
Green IT
Since the move into the new head office building in
Thun in 2012, careful use of resources has been an
important area of emphasis when procuring, operating and disposing of IT infrastructure. The global procurement guidelines prioritise quality and price, but
energy efficiency is also a criterion. The goal is to
have modern, energy-saving end-devices with market-standard certificates such as Energy Star. Wherever possible, systems that are withdrawn from productive use continue to be deployed as spare or test
systems. Old IT equipment is recycled in collaboration
with the GEWA Stiftung für berufliche Integration (a
foundation which supports the integration into the
workplace of people facing particular psychological
challenges); other electrical and electronic waste is
disposed of in accordance with the respective site’s
waste management concepts.
Further centralisation and consolidation of IT services
is set to continue. The main data centre in Thun is
maintained with the latest APC cooling technology.
Row-based convection cooling means that only the
racks, i.e. the server cabinets, are cooled, not the
entire room. As a result, cooling performance and
redundancy can be adapted to the actual needs of
each rack in a targeted way.
A new videoconference system was installed at the
end of 2014. Although video conferencing can only
partially replace a direct, face-to-face contact, a certain reduction in the need to travel is expected for the
coming year thanks to the implementation of this
technology.
Suppliers
The Meyer Burger supply chain must always be able
to react quickly and flexibly to business fluctuations.
Local suppliers are therefore very important. Contracts are awarded on the basis of the total cost of
ownership, i.e. the total costs that arise until the
goods reach the place of installation. The most important selection criteria are quality, price and availability. 2014 saw the launch of restructured goods
group strategies, with strategic development measures for supplier management. The new question
sheet that suppliers must complete examines sustainability issues such as ISO 9001, 14001, 18001, the
Social Accountability 8000 standard, human rights
standards, business ethics, code of conduct and
business continuity plans. The initial results of this
new procedure and an audit plan are expected for
2015.
Meyer Burger Ltd and Roth & Rau sourced goods and
services from a total of 1,999 (2013: 3,766) suppliers
all over the world. Of the 1,035 (2013: 1,517) suppliers for Thun, 721 (2013: 1,250) come from Switzerland and 239 (2013: 170) from Germany; 859 (2013:
928) of Roth & Rau’s 964 (2013: 999) suppliers are
from Germany.
At Thun, some 57% (2013: 65%) of total procurement
is spent with local suppliers. At Roth & Rau in Hohenstein-Ernstthal the figure is around 90% (2013: 81%).
25
SOCIETY
Regional engagement
Thun has a long tradition of mechanical engineering
and Meyer Burger is an important employer and
player in local public life. The company therefore
forms creative partnerships with other local companies, such as Energie Thun. Both companies jointly
promote renewable energies and innovation to ensure
customers of Energie Thun can continue to enjoy
cheap, environmentally friendly electricity. This contribution to the energy transition works as part of a perfect cycle: Energie Thun is also a reliable supplier of
electricity to Meyer Burger, which in turn uses a mixture of hydro and solar energy to manufacture innovative solar systems that produce solar electricity
throughout their useful life. One of several joint pro
jects which have already been completed is the solar
power facility on the roof on the sports hall for the
secondary school and the commercial college at
Thun-Schadau. It officially started operations in May
2014 and produces 2.5 times as much electricity from
a 700 m2 area as the building itself uses. All the electricity required for the “Rendez-vous Thun” sound and
light show during the town’s 750th anniversary celebrations in 2014 came from the low-cost and environmentally friendly photovoltaic facility on top of the
sports hall in Schadau. The show lit up different locations in the old town of Thun after dark, while also
making impressive use of sound.
Meyer Burger supports events with the aim of raising
the profile of Thun beyond its own regional borders
and to inform people about technology and products
in the solar value chain as a way of reaching selected
target groups. To this end, the company promotes
youth sport and supports selected events. The travelling exhibition “Strawberries in Winter – a Climate
Fairy Tale” is being shown in a number of Swiss cities
between 2012 and 2015 and aims in particular to
raise awareness among school classes of climate and
environmental issues. Meyer Burger is featured in this
exhibition with “From Sand to Solar System”, explaining how solar power is created from its source material, silicon.
In the coming years, Meyer Burger, together with
other partners, will finance and install an informative
exhibition called “Solar energy – of course!” on the
third floor of the Umwelt Arena. Visitors will be introduced to the exciting world of photovoltaics, solar
heat and solar construction, and learn more about the
technologies used to access the inexhaustible energy
of the sun. Other parts of the exhibition will also show
various innovative systems from Meyer Burger.
Global sponsorship
The sponsorship concept that has been in place since
2011 sets out clear guidelines and areas of focus so
that sponsorship is consistent with the corporate
strategy. The concept focuses on the themes of sustainability, research and development and regional
commitment to the promotion of youth sport.
Significant public interest
There is huge public interest in solar energy. Meyer
Burger experienced this when it moved into the new
head office building in May 2012: the number of
requests from schools and universities, companies in
the same and other industries, political organisations
and the general public for tours and information has
risen steadily. To meet this strong demand, Meyer
Burger developed and successfully implemented a
visitor concept during 2014 which reflects the differing
needs of the various interest groups and the business
interests of Meyer Burger in energy, lobbying and
human resources marketing. The concept governs
admission criteria and the process, safety and conduct of the tour, including the staff required. Groups
of between 6 and 30 people are now professionally
welcomed and they receive an informative tour
tailored to their needs. In the reporting year 2014,
18 very different groups such as secondary school
children, international government delegations, trade
associations, media representatives and training institutions enjoyed tours at Meyer Burger.
In the area of sustainability, Meyer Burger continued
to support the Swiss charity Startup Africa in Zim–
babwe, delivering ten solar modules from its own production. After various delays, in April 2014 the modules were finally installed on the roof of the staff cabin
at the Kwayedza Lodge. This PV facility now supplies
sufficient solar electricity every day to run the solar
water pump at the Lodge, and in particular for its
associated agricultural operations. Depending on the
sunshine, up to 25,000 litres of ground water can be
pumped up from a depth of 60 m into a reservoir 50 m
higher. The donation from Meyer Burger means the
Kwayedza Lodge now has enough energy to run the
solar water pump for up to 11 hours every day. The
lodge and the staff cabins have sufficient drinking
water and a large part of the agricultural land can now
be irrigated during the dry season.
Total financial and in-kind sponsorship for projects in
2014 came to CHF 20,000.
26
A SUCCESS STORY
USING MODULES
FROM MEYER BURGER
Solar panels being installed on the roofs of the staff
cabins.
Water pump fills water tank with good quality ground
water.
Solar water pump is put into operation.
Significant amount of agricultural land can be watered
during the dry period.
Kwayedza Lodge now has access to enough fresh water
and even the pool can be filled.
27
CORPORATE
GOVERNANCE
The Company relies on the recommendations of the
Swiss Code of Best Practice for Corporate Governance by economiesuisse and adheres to the standards of the directive on information relating to Corporate Governance by SIX Swiss Exchange, if applicable
and significant to Meyer Burger.
All information within this Corporate Governance
Report and within the Remuneration Report refers to
the Company Organisation, Internal Regulations and
MEYER BURGER IS FULLY COMMITTED TO
GOOD CORPORATE GOVERNANCE.
Articles of Association that were in effect as of
31 December 2014. The ordinary General Meeting of
Shareholders, held on 29 April 2014, approved comprehensive changes to the Articles of Association in
connection with the OaEC (Ordinance against Excessive Compensation at stock-listed companies).
→ The current Articles of Association are published
on the Company website www.meyerburger.com
under section Investor Relations – Articles of Incorporation. Direct link: http://www.meyerburger.com/en/
investor-relations/articles-of-incorporation/
28
1.
GROUP STRUCTURE AND
SHAREHOLDERS
1.1 Group structure
Meyer Burger Technology Ltd (subsequently referred
to as “the Company”) is a holding company organised
in accordance with Swiss law and holds all companies belonging to the Meyer Burger Group either
directly or indirectly.
Meyer Burger Group is one of the world’s leading providers of innovative systems and production lines
based on semiconductor technologies. The entire
Group is operationally managed by the Executive
Board. The operational Group structure is organised
according to different areas of responsibilities of each
member of the Executive Board. These responsibilities apply across the entire Group and on a global
basis.
–– Chief Executive Officer (CEO)
Overall Operational Management, Strategy,
Corporate Communications, Human Resources
–– Chief Financial Officer (CFO)
Finance, Controlling, Treasury, Mergers & Acquisitions, Investor Relations, Tax & Legal, IT
–– Chief Commercial Officer (CCO)
Global Marketing & Sales, Global Services
–– Chief Operating Officer (COO)
Global Supply Chain Management, selective key
projects regarding processes and integration,
certain selective group subsidiaries which are
important in terms of sales, service or supply chain
management report directly to the COO
–– Chief Innovation Officer (CIO)
Management of Technology Research and Development along process chain, Technology Roadmap,
Control and Organisation of business processes,
close cooperation with research institutes
1.2 Listed companies
The shares (registered shares) of Meyer Burger Technology Ltd, headquartered in Thun, Switzerland, are
listed on SIX Swiss Exchange (Valor number
10850379, ISIN number CH0108503795). The ticker
symbol is MBTN. Meyer Burger Technology Ltd held
THE COMPANY’S MARKET CAPITALISATION
WAS CHF 579.8 MILLION AS OF
31 DECEMBER 2014.
56,359 treasury shares as of 31 December 2014.
Other consolidated Group companies held together
619,926 shares of Meyer Burger Technology Ltd as of
31 December 2014. These shares were issued in connection with the share participation programme and
are reserved for allotment to eligible employees. The
total participation held by the entire Group therefore
amounts to 0.76% of shares as of 31 December 2014
(based on number of shares as registered in the commercial register).
wholly owned subsidiary MBT Systems GmbH) held a
participation of 95.38% in Roth & Rau AG. Roth & Rau
AG itself held no treasury shares as of 31 December
2014. The market capitalisation of the remaining free
float of 4.62% of Roth & Rau AG amounted to EUR
3.8 million as of 31 December 2014. Roth & Rau AG
had applied to the stock exchange in Frankfurt a.M. in
November 2014 that its shares are to be delisted due
to the low free float and due to cost/benefit reasons.
The last trading day (delisting) of the shares on the
stock exchanges of Frankfurt a.M., Berlin, Dusseldorf, Hamburg and Hanover was 19 December 2014.
The trading of the shares on the stock exchanges of
Munich and Stuttgart ended in February 2015.
1.3
Non-listed companies
→ The scope of consolidation as of 31 December
2014 includes non-listed companies, which are listed
on page 80/81 in the financial section of this Annual
Report.
1.4 Significant shareholders
The nominal capital of the subsidiary Roth & Rau AG,
headquartered in Hohenstein-Ernstthal (Germany),
is recorded in the commercial register of the district
court Chemnitz under HRB 19213. The capital
amounts to EUR 16,207,045, divided into 16,207,045
bearer shares with a nominal value of EUR 1. During
most of fiscal year 2014, these shares were still traded
on the stock exchanges of Frankfurt a. M., Berlin,
Dusseldorf, Hamburg, Hanover, Munich and Stuttgart.
The ISIN number was DE000A0JCZ51 (WKN A0JCZ5)
and the ticker symbol R8R. As of 31 December 2014,
Meyer Burger Technology Ltd (indirectly through its
29
The Company is aware of the following shareholders,
who according to Article 20 SESTA (Stock Exchange
Act) held more than 3% of the voting rights based on
the share capital registered in the commercial register
as of 31 December 2014:
Shareholder 1
Purchase positions
Registered shares ²
Sale positions
Financial instruments ³
Financial instruments ³
Capital Group Companies, Inc., USA-Los Angeles 4
5.84%
–
–
Credit Suisse Group AG, CH-Zurich 5
6.65%
1.92%
0.28%
Franklin Resources, Inc., USA-San Mateo 6
6.24%
–
–
Henderson Global Investors, UK-London
3.22%
–
–
Lancaster Investment Management LLP, UK-London
3.14%
–
–
Platinum International Fund, AUS-Sydney 7
5.13%
–
–
Platinum Investment Management Limited, AUS-Sydney 8
5.33%
–
–
UBS Group AG, CH-Zurich 9
7.29%
2.64%
3.29%
Voting rights participation according to the latest disclosure notice received from this shareholder.
Registered shares held in Meyer Burger Technology Ltd according to the disclosure notice.
P
urchase positions and sale positions, respectively, in conversion and/or purchase rights and sale rights (e.g. call or put options/warrants),
equity swaps as well as financial instruments that provide for or permit cash settlement, as well as contracts for difference, all according to the
disclosure notice by the shareholder.
4
Various fund management companies of Capital Group Companies, Inc., USA-Los Angeles.
5
V
arious subsidiaries of Credit Suisse Group AG, CH-Zurich. 7.39% of the purchase rights are held in connection with securities lending and
similar transactions.
6
Various fund management companies of Franklin Templeton Group. Indirect holder is Franklin Resources, Inc., USA-San Mateo/CA.
7
D
isclosure notice by Platinum International Fund, AUS-Sydney (August 2014) that the shareholder separately holds 5.13% of the voting rights.
See also disclosure notice of Platinum Investment Management Limited, AUS-Sydney.
8
D
isclosure notice by Platinum Investment Management Limited (January 2013) that Platinum International Fund is the beneficial owner of the
registered shares and Platinum Investment Management Limited exercises the voting rights as the investment manager of the fund.
The separately mentioned voting rights participation of Platinum International Fund (it was at 3.01% at the timing of this disclosure notice in
January 2013), was disclosed as part of the total voting rights participation held by Platinum Investment Management Limited.
9
V
arious subsidiaries of UBS Group AG, CH-Zurich. 5.26% of the purchase rights are held in connection with securities lending and similar
transactions.
1
2
3
In addition, Meyer Burger Technology Ltd holds a purchase position of 56,359 registered shares (percentage of voting rights 0.06%) and in total a sale position
of 10.50% of the voting rights as of 31 December
THE FREE FLOAT WAS 100% AS OF
31 DECEMBER 2014.
2014. The sale position is in connection with the 4%
convertible bond 2020 that was issued in September
2014 (8,779,631 shares, corresponding to 9.81% of
the voting rights), and with restricted share units in
connection with the share participation programmes
2013 and 2014 (total of both years 619,926 shares,
corresponding to 0.69% of the voting rights).
30
→ Details on the individual disclosure notices according to Article 20 SESTA and in relation to the participations of major shareholders of Meyer Burger Technology Ltd are available on the website of SIX Swiss
Exchange
http://www.six-swiss-exchange.com/shares/
companies/major_shareholders_en.html
Shareholders’ agreements
The Company is not aware of any shareholders’
agreements.
1.5Cross-shareholdings
Meyer Burger Technology Ltd did not have any
cross-shareholdings with other companies as of
31 December 2014.
2.
CAPITAL STRUCTURE
2.1 Capital structure as of
31 December 2014
Ordinary share capital
CHF 4,494,567.20
(registered in the commercial register: CHF 4,475,705.85)
89,891,344 fully paid-in registered shares with a nominal
value of CHF 0.05 each
(registered in the commercial register: 89,514,117 registered
shares)
Conditional share capital CHF 65,579.85
(according to Articles of Association: CHF 84,441.20)
1,311,597 registered shares with a nominal value of CHF 0.05
each for exercising of option rights granted to employees
and members of the Board of Directors of the Company or
of group companies
(according to Articles of Association: 1,688,824 registered
shares)
CHF 200,000.00
4,000,000 registered shares with a nominal value of CHF 0.05
each for exercising of conversion and/or option rights in
connection with convertible bonds, bonds with option rights
or similar financial market instruments of the Company or
of group companies
shares
Authorised share capital CHF 240,000.00
4,800,000 registered shares with a nominal value of
CHF 0.05 each
Issuance possible until 29 April 2016
shares)
2.2
Conditional share capital
In accordance with Article 3b of the Company’s Articles of Association, dated 29 April 2014, the share
capital may be increased by a maximum amount of
CHF 84,441.20 through the issuance of a maximum
of 1,688,824 fully paid-in registered shares with a
nominal value of CHF 0.05 each, through the exercise
of option rights granted to employees and members
of the Board of Directors of the Company or of group
companies in accordance with a plan to be prepared
and issued by the Board of Directors. The subscription rights of the shareholders shall be excluded. The
new registered shares shall be subject to the limitations for registration in the share register in accordance with Article 4 of the Articles of Association.
In accordance with Article 3c of the Company’s Articles of Association, dated 29 April 2014, the share
capital may be increased by a maximum amount of
CHF 200,000.00 through the issuance of a maximum
of 4,000,000 fully paid-in registered shares with a
nominal value of CHF 0.05 each, through the exercise
of conversion and/or option rights in connection with
convertible bonds, bonds with option rights or similar
financial market instruments of the Company or of
group companies.
The subscription rights of the shareholders shall be
excluded in connection with the issuance of convertible bonds, bonds with option rights or other financial
market instruments, which carry conversion and/or
option rights. The then current owners of conversion
and/or option rights shall be entitled to subscribe for
the new shares.
The acquisition of shares through the exercise of conversion and/or option rights and each subsequent
transfer of the shares shall be subject to the limitations for registration in the share register in accordance with Article 4 of the Articles of Association.
31
The Board of Directors is entitled to restrict or exclude
the advance subscription rights of existing shareholders, provided that
1) the financing instruments with conversion or option rights are issued in connection with the financing or refinancing of the acquisition of enterprises,
divisions thereof or participations or of newly
planned investments; or
2) an issue by firm underwriting through a bank or a
banking syndicate followed by a public offer,
thereby excluding the advance subscription rights,
seems to be the best way of issue at that point in
time, in particular with respect to the terms and
conditions of the issue or the timeline of the transaction.
If advance subscription rights are denied by decision
of the Board of Directors, the following shall apply:
1) conversion rights may be exercisable only for up to
10 years, option rights only for up to 7 years from
the date of the respective issuance; and
2) the respective financial market instruments must
be issued at the relevant market conditions.
2) for the purpose of the participation of strategic
partners or for the purpose of broadening the
shareholder constituency in certain investment
markets; or
3) for the rapid and flexible creation of equity capital
through a placement of shares, which would only
be possible with difficulties with subscription
rights.
The capital increase may occur by means of underwriting and/or in partial increases. The Board of Directors is entitled to set the issue price of the shares, the
type of contribution and the date of entitlement to dividends. Shares issued under these terms are subject
to the limitations for registration in the share register in
accordance with Article 4 of the Articles of Association of the Company.
2.4 Changes in capital over the past three
reporting years
in TCHF
Share capital
Capital contribution reserve
2.3 Authorised share capital
In accordance with Article 3a of the Articles of Association, dated 29 April 2014, the Board of Directors is
entitled to increase the share capital of the Company
by a maximum amount of CHF 240,000.00, at any
time until 29 April 2016, through the issuance of a
maximum of 4,800,000 fully paid-in registered shares
with a nominal value of CHF 0.05 each.
The Board of Directors is entitled (including in the case
of a public offer for shares of the Company) to restrict
or exclude the subscription rights of the shareholders
and to allocate them to third parties, if the new shares
are to be used:
1) for the acquisition of enterprises, parts of enterprises, participations or for new investment plans,
or in the case of a placement of shares for the financing or refinancing of such transactions;
32
31.12.2014 31.12.2013
31.12.2012
4 495
4 236
2 407
468 248
391 244
235 636
General reserves
3 155
232
–855
Reserve for treasury shares
4 496
3 511
7 383
–2 234
296 297
302 402
478 160
695 520
546 973
Accumulated loss/
retained earnings
Total equity
2.4.1 Changes in capital during 2014
In May 2014, a capital increase out of authorised
share capital took place in connection with an accelerated bookbuilding and by excluding the subscription rights of the shareholders. 4,800,000 registered
shares were issued and placed with shareholders out
of the existing authorised share capital at that time
(maximum of CHF 240,000.00 and 4,800,000 registered shares, respectively). The ordinary share capital
was increased by CHF 240,000.00 to CHF
4,475,705.85 (89,514,117 registered shares). The
registration of the capital increase in the commercial
register took place on 20 March 2014.
The ordinary General Meeting of Shareholders, held
on 29 April 2014, followed the proposal by the Board
of Directors and approved again the creation of authorised capital in the maximum amount of CHF
240,000.00 through issuance of a maximum of
4,800,000 fully paid-in registered shares with a nominal value of CHF 0.05 each, issuance possible until 29
April 2016. The registration of the corresponding
change in the Articles of Association in the commercial register took place on 30 April 2014.
As a result of the grant of 377,227 employee shares
in connection with the share plan of the Company
during 2014, the ordinary share capital increased by
CHF 18,861.35 until 31 December 2014. The conditional capital for exercising of option rights granted to
employees and members of the Board of Directors
decreased by the same amount to CHF 65,579.85
(1,311,597 registered shares). The registration of this
change in capital was registered in the commercial
register on 26 February 2015.
In May 2013, an ordinary capital increase took place
by means of a subscription rights issue (rights exercise period 29 April to 7 May 2013). The ordinary
share capital was increased from CHF 2,407,150.90
(48,143,018 registered shares) by CHF 1,805,363.15
(36,107,263 registered shares) to CHF 4,212,514.05
(84,250,281 registered shares). The registration of the
corresponding change in the Articles of Association in
the commercial register took place on 7 May 2013.
As of 31 December 2011, the Company had authorised share capital of CHF 170,684.60 (3,413,692
registered shares), issuance possible until 29 April
2012. The General Meeting of Shareholders held on
26 April 2012 approved the proposal by the Board of
Directors to continue/increase the authorised share
capital in a total amount of maximum CHF 240,000.00
(4,800,000 registered shares), issuance possible until
26 April 2014.
As a result of the exercise of 32,421 employee options between 1 January 2012 and 17 February 2012,
the ordinary share capital was increased by CHF
1,621.05. The conditional share capital for exercising
of option rights granted to employees and members
of the Board of Directors decreased to CHF
127,058.35. The registration of the corresponding
change of the Articles of Association was registered –
together with other changes of the Articles of Association, which had been approved by the General Meeting of Shareholders held on 26 April 2012 – in the
commercial register on 27 April 2012. Through the exercise of further 388,507 employee options between
18 February and 31 December 2012, the ordinary
share capital was increased by CHF 19,425.35 and
the conditional share capital for exercising of option
rights was reduced correspondingly to CHF
107,633.00. The registration of this change in capital
was registered in the commercial register on 26 February 2013.
As a result of the grant of 463,836 employee shares
and exercise of employee options, respectively, between 8 May 2013 and 31 December 2013, the ordinary share capital increased by CHF 23,191.80. The
conditional capital for exercising of option rights
granted to employees and members of the Board of
Directors decreased by the same amount to CHF
84,441.20 (1,688,824 registered shares). The registration of this change in capital was registered in the
commercial register on 20 February 2014.
33
2.5Shares
The Company has neither participation nor bonus certificates outstanding.
up to a maximum of 3% of the registered share
capital as recorded in the commercial register with
voting rights in the share register. In accordance
with this regulation, nominees are persons who
do not expressly declare in the share register entry
form that they hold the shares for their own
account and with whom the Board of Directors
has entered into an agreement to this effect.
–– Beyond this limit the Board of Directors can enter
registered shares of nominees with voting rights
in the share register, if the nominee in question
states the name, address and shareholdings of
those persons for whose account it holds 0.5%
or more of the registered share capital as recorded
in the commercial register.
–– Legal entities or partnerships or other associations
or joint ownership arrangements which are linked
through capital ownership or voting rights, through
common management or in like manner, as well as
individuals, legal entities or partnerships (especially
syndicates) which act in concert with intent to
evade the entry restrictions are considered as one
shareholder or nominee.
–– The entry restrictions also apply to registered
shares that were purchased or acquired through
the exercising of subscription rights, options or
conversion rights.
2.7 Limitations on transferability and
nominee registrations
2.8 Convertible bonds, options, share
participation programme
As a matter of principle, the Articles of Association of
the Company do not include any restrictions on transferability. However, the Articles do include the following registration limits:
–– Acquirers of registered shares are entered into the
share register upon request as shareholders with
voting rights provided that they expressly declare
that they have acquired these registered shares on
their own behalf and for their own account.
–– The Board of Directors may enter nominees with
As of 31 December 2014, Meyer Burger Technology
Ltd had the following convertible bond outstanding:
–– Interest rate: 4% p.a., payable annually on 24
September, payable for the first time on 24 September 2015
–– Listing: SIX Swiss Exchange (Valor number
25344513, ISIN number CH0253445131, Ticker
Symbol MBT14)
The share capital of Meyer Burger Technology Ltd, as
of 31 December 2014, was divided into 89,891,344
registered shares (number of registered shares reflected in the commercial register as of 31 December
2014 was 89,514,117) with a nominal value of CHF
MEYER BURGER TECHNOLOGY LTD APPLIES
THE «ONE SHARE – ONE VOTE» PRINCIPLE.
0.05 each. All shares are fully paid-in. Each share is
entitled to one vote. All shares are entitled to dividends. The Company recognises only one entitled
party for each share. A share register is kept on the
shares issued, in which the owners, usufructuaries
and nominees of the registered shares are entered
along with their name, domicile, address and nationality. The entry in the share register depends on identification by means of transfer of the ownership interest or the creation of a usufruct in the correct form
and in accordance with the Articles of Association.
The Company will only consider as shareholders
those, who are registered in the share register.
2.6 Participation or bonus certificates
34
Convertible bonds
Payment date
Issued amount
Principle amount
Conversion ratio
Conversion price
Retention period
24.09.2014
CHF 100.0 million
CHF 5 000.00
438.98156
CHF 11.39
24.09.2014–24.09.2020
–– At the conversion price of CHF 11.39, a maximum
number of 8,779,631 registered shares can be
issued. As of 31 December 2014, the newly to be
issued registered shares are secured by the existing conditional capital for convertible bonds and/
or bonds with option rights (4.0 million registered
shares) and by the existing authorised capital
(4.8 million registered shares, issuance possible
until 29 April 2016). The Board of Directors plans to
propose to the General Meeting of Shareholders
on 29 April 2015 to increase the existing conditional capital for convertible bonds and/or bonds
with option rights by approximately 4.8 million
registered shares and to allocate this capital to
the convertible bondholders, in order to ensure
that all convertible rights from this convertible
bond issue can be allocated out of conditional
capital as of that point in time.
–– The convertible bond contains an investor put option after 4 years, i.e. at 24 September 2018 (at
nominal value of 100%). To exercise such right, the
bondholder must deliver a put notice not less than
45 nor more than 60 calendar days prior to the
put date.
–– The convertible bond can be redeemed by the
Company at all times, provided that more than
85% of the principle amount of the bonds has
already been converted and/or redeemed.
–– In addition, the convertible bond can be redeemed
by the Company on or after 9 October 2018,
provided that the volume weighted average price
of Meyer Burger Technology Ltd’s registered
shares for a period of at least 20 out of 30 consecutive trading days is at a price of at least
130% of the conversion price.
35
The potential exercise of the conversion rights can in
future lead to a dilution of earnings. The respective
8,779,631 registered shares to be issued as a result
of the conversion of the convertible bond represent
9.77% of the outstanding and listed registered shares
as of 31 December 2014 (9.81% of the registered
shares as registered in the commercial register as of
31.12.2014).
Options
As of 31 December 2014, Meyer Burger Technology
Ltd did not have any options outstanding.
Share participation programme
The Company has a share participation programme
as a long-term incentive for the members of the Board
of Directors and members of the Executive Board as
well as for other selected employees within the Group.
The Board of Directors determines the individual participants of the plan at its own discretion. Shares may
only be allocated to employees with an employment
contract of indefinite term and in positions not under
notice, and to serving members of the Board of Directors, who have not submitted their resignation.
Each participant receives an individual offer letter,
stipulating the number of restricted share units (RSU)
being offered, the acquisition price per share, the payment conditions, the period within which the participant has to declare acceptance of the offer, as well as
the (optional) retention periods. Within this acceptance period, the participant has to
1) declare acceptance of the offer,
2) declare, which retention period that was set by the
Board of Directors he/she wishes to be applied in
acquiring the shares,
3) pay the full acquisition price for all shares, which
the participant wishes to acquire.
The purchase of the restricted share units, which the
Board of Directors has allocated, generally has a vesting period of two years and an optional retention period
that can be selected by the participant of either zero,
three or five years (following the end of the vesting
period). The participants do not receive the right of
ownership for the restricted shares during the vesting
period yet. During the vesting period and the optional
retention period, the participants cannot sell (in part or
entirely), assign, transfer, pledge or debit the shares in
any form. The right of ownership for these restricted
share units forfeit without compensation in the event
that the employee gives his/her notice or the Company ends the employment relationship prior to expiration of the vesting period (subject to special situations such as retirement, death, permanent incapacity
for work due to invalidity, company ends employment
relationship for economic reasons, etc.). The same
rule applies in the event of the voluntary resignation of
a member of the Board of Directors (or de-selection
by shareholders at a Meeting of Shareholders) prior to
expiration of the vesting period.
36
The Board of Directors is also entitled to set different
modalities from the above mentioned conditions for
participants domiciled outside of Switzerland. It will
thereby aim for equal treatment of the participants
taking into account the tax differences within the different states of domicile. Slightly modified conditions
are currently applied for employees in Germany (no
retention period), the USA (no retention period, no
payment of the acquisition price) and in all other
countries outside of Switzerland, Germany and the
USA (employees are offered so-called phantom shares).
Number of outstanding shares as of 31 December
2014 that was offered under the share participation
programme:
Date of grant
Number of
shares
Acquisition
price
Vesting period
25.10.2013
324 769
CHF 0.05
25.10.2013–24.04.2015
12.05.2014
341 518
CHF 0.05
12.05.2014–30.04.2016
The 666,287 allocated registered shares correspond
to 0.74% of the outstanding and listed share capital
of the Company as of 31 December 2014 (0.74% of
the capital registered in the commercial register as of
31 December 2014). Shares allocated under the
share participation programme are issued out of the
conditional share capital after the grant date. The
number of shares mentioned in the table above is already included in the outstanding ordinary share capital as of 31 December of each year and does not lead
to further dilution.
3.
BOARD OF DIRECTORS
October 2011) → 2011–2013 On ad interim basis: Chief
Executive Officer at Roth & Rau AG, DE-Hohenstein-
Peter M. Wagner
Ernstthal (October 2011– June 2013)
Chairman, non-executive
member of the Board of Directors,
German citizen
Education Studies in mathematics and physics at
the University Mainz, DE-Mainz, Degree in mathematics
→ 1978–1987 Software engineer at Alcatel SEL AG
(previously Standard Elektrik Lorenz AG), DE-Stuttgart
→ 1987–1989 Assistant to the Chief Executive Officer
and afterwards Head of Business Unit Product Strategies
and Synergies of Alcatel SEL AG, DE-Stuttgart
→ 1989 –1995 Head of Business Unit Telecommunications
Systems at Alcatel SEL AG, DE-Stuttgart → 1995 –1998
Managing Director at Wandel & Goltermann Management
Holding GmbH, DE-Eningen → 1998 Chief Executive Officer
of Wandel & Goltermann Management Holding GmbH,
DE-Eningen → 1998 –2000 Chief Executive Officer of Wavetek
Wandel Goltermann GmbH, DE-Eningen and President/
CEO of Wavetek Wandel Goltermann, Inc., USA-Raleigh/
Other activities and vested interests
Former mandates: Since 1990, several mandates
as a member of supervisory boards or in similar positions at various technology companies and organisations, including: Chairman of the Supervisory
Board of DATAGROUP IT Services Holding AG,
DE-Pliezhausen; Chairman of the Supervisory Board
of KEYMILE International GmbH, AT-Vienna; member of the Supervisory Board of Deutsche Messe AG,
DE-Hanover; member of the Chairmanship of DEKRA
e.V., DE-Stuttgart; member of the Main Supervisory
Board of the Bundesverband Informationswirtschaft,
Telekommunikation und neue Medien e.V. (Federal
Association of IT, Telecommunications and New
Media), DE-Berlin (BITKOM) and President of the
Verband der Anbieter von Telekommunikations- und
Mehrwertdiensten e.V. (Association of Telecommunications and Value-Added Services Providers),
DE-Cologne/DE-Berlin (VATM); member of the Advisory Board of the Wissenschaftliche Institut für Kommunikationsforschung (Scientific Institute for Communications Research), DE-Bonn (WIK).
NC → 2000–2004 Chief Executive Officer of debitel AG,
DE-Stuttgart → Since 2004 Independent business consultant, DE-Überlingen → 2007–2008 On ad interim basis:
Head of Research & Development at Meyer Burger Ltd,
CH-Thun → 2010– 2011 On ad interim basis: Chief Operat-
Current mandates: Chairman of the Advisory Board
of the Stiftung für konkrete Kunst (Foundation for Concrete Art), DE-Reutlingen (non-remunerated mandate).
No significant official functions or political offices.
ing Officer at AMB Apparate + Maschinenbau GmbH,
No significant business relationship with the Company or one of its group companies.
DE-Langweid → 2011 Chairman of the Supervisory Board
at Roth & Rau AG, DE-Hohenstein-Ernstthal (August–
Board of Directors as of 31 December 2014
37
Name
Born
Position
First elected
Peter M Wagner
1953
Chairman
2006
Dr Alexander Vogel
1964
Vice Chairman
1999
Peter Pauli
1960
Delegate, CEO
2011
Heinz Roth
1954
Member
2009
Prof Dr Konrad Wegener
1958
Member
2010
Dr Alexander Vogel, LL.M.
Vice Chairman, non-executive
member of the Board of Directors,
Swiss citizen
Thereafter, the Executive Board decides on awarding
individual mandates without further consulting the
Board of Directors.
→ Further details are available in the Remuneration
Report under section “Compensation to related parties” on page 67.
Peter Pauli
Education Studies in business administration and law at
the University St. Gall, CH-St. Gall. Dissertation in the area
of company and group law. Research project of the natio-
Executive member of the Board
of Directors, Delegate of
the Board of Directors and Chief
Executive Officer, Swiss citizen
nal fund in the area of group law. Postgraduate studies
(LL.M.) at Northwestern University in Chicago, USA-Chicago
→ 1992–1999 Associate at law firm meyerlustenberger
in Zurich and Zug. Activities in the areas of company and
commercial law, as well as banking, financial and capital
market law → 1994 Active for law firm Mayer Brown & Platt
in Chicago, licensed to practice law in New York → Since
2000 Partner at law firm Meyerlustenberger Lachenal
→ For detailed information on Peter Pauli please refer
to the section “Executive Board” on page 48 of this
Corporate Governance Report.
(previously meyerlustenberger) in Zurich, Geneva, Zug,
Lausanne and Brussels, Head Practise Group commercial
and financial market law, various publications and lectures
in Corporate Governance, M&A, commercial and financial
Heinz Roth
market law
Earlier and former mandates: Chairman of the Board
of Directors of Airopack Technology Group Ltd., CHBaar (publicly listed company). Member of the Board
of Directors of various medium-sized companies in
Switzerland and member of the Board and Secretary
of the Swiss Association of Investment Companies
(SAIC) (in total twelve remunerated mandates and
seven non-remunerated mandates). No significant official functions or political offices.
Non-executive member of the
Board of Directors, Swiss citizen
Education Business School, Swiss Certified Banker,
Graduate of Swiss Banking School → 1977–2002 Various
management positions (international and within Switzerland)
at Credit Suisse Group, including Key Account Manager
Corporate Banking, Head Region Zurich North-West, Member of the Executive Board of Credit Suisse Private Banking
and Head Central/Northern/and Eastern Europe, Member
The Company obtains consultancy services in legal
cases from various law firms, including Meyerlustenberger Lachenal, in which Dr Vogel is one of several
partners. The Board of Directors decides about the
amount of cooperation with Meyerlustenberger
Lachenal as part of the approval of the annual budget.
38
of the Executive Board of Credit Suisse Financial Services
and CEO Private Banking Switzerland → 2002 Executive
Program at Stanford University → Since 2003 Independent
business consultant specialised on the financial sector
(mandates as member of the Board of Directors and mandates on a project basis)
Former mandates: Member of the Board of Directors
of Vontobel Holding Ltd, CH-Zurich, and of Bank
Vontobel Ltd, CH-Zurich from 2004 until 2009 (Member of Audit Committee, Chairman of IT Committee).
Member of the Board of Directors of Banca Arner SA,
CH-Lugano from 2009 until 2011. Member of the
Board of Directors of various non-listed companies in
Switzerland and member of different foundation
boards. President of the foundation Davos Festival
from 2006 until 2011.
engagement in laser technology → 1999–2003 Technical
CEO of Schuler Laser Technology, DE-Heusenstamm.
Development and construction of large-scale welding ins
tallations for the ship building and aviation industries, as
well as welding and cutting equipment for applications in
the construction of vehicle bodywork and fabric cutting
machinery. Lecturer on tensor calculation and continuum
mechanics at TU Braunschweig, and on metal forming
technology and machinery in Darmstadt → 2003–2011
Delegate of the Board of Directors of inspire Ltd, CH-Zurich
→ Since 2003 Professor for production technology and
tool machinery at the Federal Institute of Technology (ETH)
Current mandates: Member of the Board of Directors of Walter Meier Ltd, CH-Schwerzenbach (Vice
Chairman of the Board of Directors and Chairman of
Audit Committee; mandate with publicly listed company). Member of the Board of Directors of KORAS
AG (Blaser Swisslube AG), CH-Hasle-Rüegsau and
member of the Board of Directors of various nonlisted companies in Switzerland and member of different foundation boards (in total four remunerated mandates and two non-remunerated mandates). No
significant official functions or political offices.
Zurich, CH-Zurich. Head of the IWF (Institute for tool
Current mandates: Member of the Board of the
Swiss Association for Welding Technology (one
non-remunerated mandate). No significant official
functions or political offices.
machinery and production) as well as the work groups iwf
and irpd of inspire Ltd, a transfer centre for production
technology at the ETH Zurich. Areas of research: Machine
tools, chip removal, spark erosion, laser material handling,
additive assembly, manufacturing processing
of 3S Industries Ltd until the merger with Meyer
Burger Technology Ltd (in January 2010).
Non-executive member
of the Board of Directors,
German citizen
Education Studies in machinery construction and doctorate in the equation of material behaviour of plastics at
the Technische Universität (TU) Braunschweig, DE-Braunschweig → 1990–1999 Schuler Pressen GmbH & Co. KG,
DE-Göppingen. Tasks in restructuring the construction
departments. Head of project planning for series machines.
Divisional Head of technical services. Preparation of Schuler’s
39
Changes in the Board of Directors
in fiscal year 2014
Rudolf Güdel, non-executive member of the Board of
Directors since 2010, passed away at the age of 65
on 17 September 2014, after a short and grave illness.
Dr Dietmar Roth, non-excutive member of the Board
of Directors since 2011, did not stand for re-election
at the General Meeting of Shareholders on 29 April
2014.
Executive activities for the Company
or one of its group companies
The non-executive members of the Board of Directors,
Dr Alexander Vogel, Heinz Roth and Prof Dr Konrad
Wegener have never been members of the Executive
Board of the Company or one of the group companies.
Peter M. Wagner acted as COO of AMB Apparate +
Maschinenbau GmbH on an ad interim basis from
May 2010 until March 2011. In fiscal year 2011, he
also advised Somont GmbH on strategic issues. Mr
Wagner acted as Chairman of the Supervisory Board
of Roth & Rau AG from August 2011 until October
2011. From October 2011 until June 2013, he was
CEO of Roth & Rau AG on an ad interim basis.
–– 5 mandates (members of the Board of Directors)
and 1 mandate (members of the Management) by
publicly listed companies, whereby several
mandates by different companies of the same
group qualify as one mandate; and
–– 15 mandates (members of the Board of Directors)
and 3 mandates (members of the Management)
by other legal entities that are remunerated,
whereby several mandates by different companies
of the same group qualify as one mandate; and
–– 10 (members of the Board of Directors) and 2
(members of the Management) non-remunerated
mandates, whereby the imbursement of expenses
is not considered as compensation and several
mandates by different companies of the same
group qualify as one mandate.
Mandates which a member of the Board of Directors
or of the Management takes up at the request of the
Company (e.g. joint ventures or pension fund of such
legal entity or in companies, in which the Company
has a substantial (non-consolidated) interest) are not
subject to the above mentioned limitations.
The acceptance of mandates/appointments outside
the Meyer Burger Group by members of the Management requires the pre-approval of the Board of Directors.
Peter Pauli is Chief Executive Officer of Meyer Burger
Group since 2002.
Articles of Association in connection with the
number of permitted mandates outside the
Meyer Burger Group
In accordance with Article 28 of the Articles of Association (dated 29 April 2014), the members of the
Board of Directors and of the Management may not
hold or carry out more than the following additional
activities in the highest management of governing
bodies of other legal entities, which are obliged to
register themselves with the commercial register or a
comparable foreign register and which are not controlled by the Company or do not control the Company:
40
3.1 Elections and terms of office
In accordance with the Articles of Association dated
29 April 2014, the Board of Directors consists of one
or more, but a maximum of nine members. The General Meeting of Shareholders elects annually
–– the members of the Board of Directors and the
Chairman of the Board
–– the members of the Nomination and Remuneration
Committee, who must be members of the Board
of Directors.
The members of the Board of Directors are elected individually and for a term of office up to and including
the next Annual General Meeting. Re-election is possible. The term of office of a member of the Board of
Directors will, however, end irrevocably on the date of
the Annual General Meeting following the 70 th birthday
of the particular member of the Board of Directors.
At the General Meeting of Shareholders, held on
29 April 2014, all current Board members were reelected as proposed by the Board of Directors. Peter
M. Wagner was elected as Chairman of the Board of
Directors. Dr Alexander Vogel, Peter M. Wagner and
Rudolf Güdel († 17.09.2014) were elected as members of the Nomination & Compensation Committee.
3.2
Internal organisation
The Board of Directors constitutes itself, except for
the mandatory competences by the Annual General
Meeting (election of the Chairman of the Board of
Directors and the members of the Nomination & Compensation Committee). The Board shall choose its
Vice Chairman and a Secretary, who doesn’t need to
be a member of the Board of Directors. If the Chief
Executive Officer is a member of the Board of Directors, he will take the role as Delegate of the Board of
Directors. Peter M. Wagner has been in office as
Chairman of the Board of Directors since September
2006, Vice Chairman is Dr Alexander Vogel, Delegate
is Peter Pauli.
41
The Board of Directors holds ordinary Board meetings
at least four times per year (usually at least one meeting per quarter). Additional meetings are held as often
as necessary. In fiscal year 2014, the Board of Directors held fifteen Board meetings, of which ten were
held as telephone conferences. Three resolutions
were passed by means of circular resolution. The
meetings of the Board of Directors with physical attendance of the Board members usually last between
half a day and an entire day. The telephone conferences depended on the issues discussed and lasted
up to two hours. In fiscal year 2014, the following
members of the Executive Board participated at
meetings of the Board of Directors: CEO fourteen,
CFO thirteen, CCO seven, COO four, CIO four meetings.
The Board of Directors can introduce permanent or ad
hoc Committees for the preparation of individual resolutions, for the performance of certain control functions, or for other special tasks. The Committees do
not have decision authority, except by means of special decisions by the Board of Directors in particular
cases.
The Board of Directors had four permanent Committees throughout 2014: the Risk & Audit Committee,
the Nomination & Compensation Committee, the
Mergers & Acquisitions Committee and the Innovation
Committee. The duration of the Committees’ meetings depends on the issues discussed.
3.2.1 Risk & Audit Committee
(R&A Committee)
Committee members as of 31 December 2014: Heinz
Roth (Chairman), Peter M. Wagner, Dr Alexander Vogel.
The R&A Committee mainly has the following responsibilities:
–– Examination of the arrangement of accounting
–– Inspection of the annual financial statements and
of other financial information published
–– Supervision of the assessment of risks within the
Group
–– Examination of the compliance and risk management, and the effectiveness and efficiency of the
internal control system (“IKS”)
–– Supervision of business activities regarding compliance with resolutions by the Board of Directors,
internal regulations and guidelines, directives and
legal provisions, especially also the compliance
with stock-exchange laws
–– Examination of the services, independence and
fees of the external auditors as well as recommendation to the Board of Directors regarding the
proposal to the General Meeting of Shareholders
in respect of the auditors
–– Detailed discussions of the audit letters, discussions of all important conclusions and recommendations by the external auditors with the Executive
Board and the auditors themselves
–– Supervision and implementation of the recommendations by the external auditors
–– Examination of the services and fees regarding
consulting mandates with related parties
–– Periodic examination of the insurances of the
Group
–– Further special tasks as assigned by the Board of
Directors
42
The Committee meets as often as business requires,
but at least three times a year. The Chief Financial
Officer usually participates in these meetings. Other
members of the Board of Directors, the Chief Executive Officer or other members of the Executive Board,
representatives of the external auditors, representatives of the internal auditors or other specialists may
also be invited to these meetings. The decision
thereto is with the Chairman of the R&A Committee.
The appointment of assignments to third parties requires the approval of the Board of Directors or, in urgent cases, of the Chairman of the Board of Directors.
The Committee meets at least twice per year with representatives of the external auditors. During the length
of such a meeting with the auditors none of the members of the Executive Board shall be present.
In fiscal year 2014, the R&A Committee held eight
meetings, of which five were held as telephone conferences. The meetings with physical attendance of
the members lasted between three and six hours. The
telephone conferences depended on the issues discussed and lasted up to two hours. Members of the
Executive Board participated at meetings of the R&A
Committee as follows: CEO six, CFO six meetings.
The external auditors participated at three meetings.
Ernst & Young as internal auditors participated at one
meeting. The Committee did not consult regularly
with external advisors.
3.2.2 Nomination & Compensation
ommittee (N&C Committee)
C
Committee members as of 31 December 2014: Dr
lexander Vogel (Chairman), Peter M. Wagner.
A
The N&C Committee mainly has the following responsibilities:
–– In charge of the process for the selection and
proposal of new members of the Board of Directors
–– In charge of the process for the selection and
proposal of the CEO
–– Examination of the selection process for members
of the Executive Board and for management members of important group companies (including
ccasional interviews at the end of the selection
o
process) as well as examination of the most important conditions of their employment contracts
–– Proposal of the compensation for the members
of the Board of Directors and the Board’s
Committees
–– Examination, negotiation and proposal of the
remuneration of the CEO
–– Examination and proposal (together with the
CEO) of the remuneration of the members of the
Executive Board as well as examination of
mandates by members of the Executive Board
outside the Group
–– Examination and resolution of the annual targets
for the members of the Executive Board and
of the ratio by which such targets were achieved
–– Examination of the targets and total remuneration
of important group companies
–– Preparation and proposal of the Remuneration
Report
–– Examination, proposal and monitoring of the implementation of participation programmes for the
Board of Directors, the CEO, the other members
of the Executive Board and for other employees
–– Examination and resolution on the grant of shares
under the share participation programme approved by the Board of Directors
–– Examination, proposal (together with the CEO) and
monitoring of the implementation of the s tructure
and organisation of the highest level of operating
management
–– Planning of successors at the highest level of
management
–– Planning and implementation of a self-assessment
of the Board of Directors
Directors in the areas of nomination, organisation
and remuneration
→ Detailed information on the decision authority regarding the remuneration of the Board of Directors
and to the Executive Board are included in the Remuneration Report on page 58.
43
The Committee meets as often as business requires
(usually at least four times per year). The Chairman of
the Committee can invite members of the Executive
Board, members of the management of significant
subsidiaries or third parties to the meetings. The appointment of assignments to third parties requires the
approval of the Board of Directors or of the Chairman
of the Board of Directors.
In fiscal year 2014, the N&C Committee held fifteen
meetings, of which eight were held as telephone conferences. In 2014, the N&C Committee interviewed
candidates and evaluated application documents for
management levels at the Company and at certain
subsidiaries. The N&C meetings with physical attendance of its members lasted up to three hours. The
telephone conferences depended on the issues discussed and lasted up to one hour and a half. Members of the Executive Board participated at meetings
of the N&C Committee as follows: CEO eleven, CFO
nine, CCO one meeting(s). The Committee did not
consult regularly with external advisors.
3.2.3 Mergers & Acquisitions Committee
(M&A Committee)
Committee members as of 31 December 2014: Peter
M. Wagner (Chairman), Heinz Roth, Dr Alexander
Vogel.
The M&A Committee mainly has the following responsibilities:
–– Preliminary evaluation of material investments
(notably purchases of companies) and divestments
based on relevant documentation and preparation
of a recommendation to the Board of Directors
–– Decision about proposals by the Executive Board
with regards to the initiation, continuation or the
stop of important investment/divestment projects
(subject to a fundamental decision by the Board
of Directors regarding the implementation of a
corresponding investment/divestment) as well as
decisions on the execution of major points in
such transactions
–– Monitoring, and if needed, support of the Executive Board in terms of preparation, valuation
and pricing of investments/divestments and
negotiations in this respect
–– Monitoring, and if needed, support of the Executive Board in terms of preparation and negoti
ations in conjunction with important financial
transactions regarding investments
–– Monitoring, and if needed, support of the Executive Board in the implementation and integration
of investment or restructuring projects based on
reports by the Executive Board
The Committee meets as often as business requires.
The Chief Executive Officer and if possible the Chief
Financial Officer usually participate at the meetings of
the M&A Committee. The Chairman of the Committee
can invite other members of the Board of Directors,
other members of the Executive Board, other members of the management of significant subsidiaries or
third parties to the meetings. The appointment of assignments to third parties requires the approval of the
Board of Directors or of the Chairman of the Board of
Directors.
In fiscal year 2014, the M&A Committee held four
meetings, of which three were held as telephone conferences. The meeting with physical attendance of its
members lasted two hours. The telephone conferences depended on the issues discussed and lasted
up to two hours. Members of the Executive Board
participated at meetings of the M&A Committee as
follows: CEO four, CFO four, CCO one meeting(s).
The Committee did not consult regularly with external
advisors.
44
3.2.4 Innovation Committee
Committee members as of 31 December 2014: Prof
Dr Konrad Wegener (Chairman), Peter Pauli.
The Innovation Committee mainly has the following
responsibilities:
–– Preparation of analyses to ensure Meyer Burger
Group’s innovation capacities (in particular market
analyses with regards to technologies, recommendations for strategic innovations and for technology related key aspects of the Group)
–– Analyses regarding the potential development of
new business areas (in particular evaluation of
synergies with existing products and technologies
as well as risks and opportunities of new business
areas; through organic development or acquisitions)
–– Recommendations to Meyer Burger Group’s Executive Board (in particular for the strategic direction
of innovations and for potential new business
areas)
The Committee meets as often as business requires
(usually at least 4 times per year). The Chairman of the
Committee can invite members of the Executive
Board, members of the management of significant
subsidiaries or third parties to the meetings. The appointment of assignments to third parties requires the
approval of the Board of Directors or of the Chairman
of the Board of Directors.
In fiscal year 2014, the Innovation Committee held
four meetings, of which one was held as a telephone
conference. The meetings with physical attendance
of its members lasted between five and ten hours, the
conference depended on the issues discussed and
lasted about two hours. Members of the Executive
Board participated at the meetings of the Innovation
Committee as follows: CIO all four meetings. The
CEO, as member of the Board of Directors, is also
member of the Innovation Committee since May 2014
(Chairman of the Committee until May 2014 was Dr
D. Roth). The Committee did not consult regularly with
external advisors.
3.2.5 Participation of the members of the Board of Directors at Board of Directors
and Committee meetings (and telephone conferences)
Members
Board of
Directors
R&A Committee N&E Committee M&A Committee Innovation
Committee
P. M. Wagner
15
7
14
4
•
Dr A. Vogel
14
8
15
4
•
R. Güdel 1
8
•
7
3
•
P. Pauli
14
6 3
11 4
4 5
1 6
Dr D. Roth 2
3
•
•
•
2
H. Roth
14
7
2 7
4
•
Prof Dr K. Wegener
15
•
•
•
4
Total meetings
15
8
15
4
4 8
• Not a member of the Committee
1
R. Güdel passed away on 17 September 2014
2
Dr D. Roth did not stand for re-election at the Annual General Meeting 2014
3
P. Pauli participated at six meetings of the R&A Committee, but was not a member of the Committee
4
P. Pauli participated at eleven meetings of the N&C Committee, but was not a member of the Committee
5
P. Pauli participated at four meetings of the M&A Committee, but was not a member of the Committee
6
P. Pauli is a member of the Innovation Committee since May 2014
7
H. Roth participated at two meetings of the N&C Committee, but was not a member of the Committee
8
CIO Sylvère Leu participated at all four meetings of the Innovation Committee, but is not a member of the Committee
3.3
Definition of areas of responsibility
The main tasks of the Board of Directors are the determination and periodic inspection of the corporate
strategy, Company policy, as well as the organisation
(including controlling systems) of the Group, the control of the operative management and of the risk management. In addition, it is responsible for the periodic
assessment of its own performance and that of the
Executive Board.
In general, the Board of Directors has fully delegated
the operational management of the Group to the CEO
and the Executive Board, respectively.
45
The Board of Directors explicitly reserved the approval
of the following circumstances to itself:
–– Incorporation/financing/closing of subsidiaries;
investments into/divestments of participations,
changes in participation quotas or of share-
ownership ratios; purchase of a business or a
company or parts thereof through the acquisition
of assets or of assets and liabilities (including
workforce); opening balance sheet of business
parts that shall be transferred to subsidiaries
as well as concept and main details of contracts
between group companies
–– Contracts/cancellation of contracts regarding
strategic alliances that have an influence on the
business scope, geographic scope or the capital
structure of Meyer Burger Technology Ltd or
any of its group companies
–– Decisions on business affairs that are of major
importance to Meyer Burger Group
–– Individual expenditures, investments, divestments;
sale of assets, abandonment of plants or assets, liquidation of investments, waiving of recei
vables; grant of sales reductions or adjustments
to invoices; write-off of receivables: Above
CHF 1.5 million, if included in the budget; above
CHF 1 million, if not included in the budget
–– Offers and contracts with customers above
CHF 30 million
–– Agreements to and allowance of letter of comforts
and guarantees, loans and credits to third parties
above CHF 5 million
–– Loans and credits to members of the Board
of Directors or members of the Executive Board
(possible up to a maximum of TCHF 50)
–– Financing transactions (bank loans, bonds issues),
leasing above CHF 5 million
–– Structured financing transactions
–– Decisions concerning communication (identity,
design, branding, communication policy, marketing communication strategy)
–– Personnel and salary policy of the Group
–– Wage negotiations and social plans for the Group
–– Appointment, dismissal and compensation of
members of the Executive Board
–– Employment conditions for highest level of
management positions
–– Share and option programmes, including
programmes of profit sharing for associates and
employees
–– Principles for pension plans and social benefits
–– Large restructuring programmes
Members of the Board of Directors and the members
of the Executive Board of the Company have joint signature authority.
46
3.4 Information and control instruments
vis-à-vis the Executive Board
The Board of Directors monthly receives from the Executive Board a report on business development and
on the key figures for all group companies as part of
a structured information system. The information relates in particular to:
–– Detailed monthly reports and consolidated monthly
financial statements including results since the
beginning of the year (year-to-date numbers,
comparisons with the budget and the results of
the previous year’s period) and key figures for
the Group
–– Detailed treasury reporting with information on
liquidity, debt position, currency situation and
working capital
–– Information on incoming orders, order backlog,
situation of inventory, production data, development of number of employees
–– Share register
The members of the Board of Directors additionally
receive the following information prior to Board meetings:
–– Interim reports on the course of business
–– Information about business and market developments
–– Appropriate information with regard to events,
which concern the internal control system and
the risk management, respectively
At those Board of Directors’ meetings, at which financial results are discussed, both the CEO and the CFO
participate.
→ Detailed information regarding the participation of
members of the Executive Board at the meetings of
the Board of Directors and of the Committees are included in the comments to section 3.2 Internal organisation and the descriptions of the different Committees on page 41 ff.
During Board meetings, each member of the Board of
Directors can request information from the other
members of the Board, as well as from the members
of the Executive Board on all affairs of the Company.
Outside of Board meetings, each member of the
Board of Directors can request information on the
course of business or important business transactions from the CEO, the CFO or from other members
of the Executive Board. Members of the Board of Directors can also contact other associates (in agreement with members of the Executive Board).
Risk management
As part of the risk assessment process, the probability of occurrence and the extent of the loss are considered. The Company uses both quantitative and
qualitative methods for this process, applying these
on a uniform basis across the Group as a whole and
thereby enabling risk assessments to be compared
across different areas of the Company. Based on the
results for probability of occurrence and expected implications, a clear risk assessment matrix is drawn up.
→ For further information regarding risk management
please refer to the Financial Statements Note 3 on
page 90.
Internal control system
The Board of Directors approved an optimized internal
control system (“IKS”), which has become effective as
of 1 January 2009. The IKS applies a risk oriented approach (focused on major risks and control). The
scope of the IKS depends on the size and risks of
each subsidiary within the group. Each subsidiary of
Meyer Burger is classified as a “Full Scope” or “Limited Scope” company. This classification is reviewed
once per year. For the Full Scope companies, the key
risks are continuously monitored and every three
47
years, all control measures of the major processes
that are relevant for the financial reporting will be reviewed with regards to their effectiveness. For the
Limited Scope companies, the controls shall be executed in accordance to a plan that will be defined on
a yearly basis. On the group level, controls are implemented with regards to the consolidated financial
statements of the group.
The following processes were defined as financially
relevant: Sales, materials management, production,
fixed assets, payroll accounting, finance department,
information technology. For each of these processes,
a particular IKS person has been defined as the responsible person for the process. For an evaluation of
the company-wide controls in accordance with the
scope, the Executive Board of each group subsidiary
executes a self-assessment each year during the first
half of the year. Measures that result out of the evaluation are implemented until the end of the respective
year.
The Board of Directors receives a detailed reporting
about the risks of the Company on a half-year basis
and a report about the IKS once per year. In fiscal year
2014, the Board of Directors discussed the risk portfolio during two Board meetings. The external auditors also audit the compliance of IKS regulations as
part of their annual audit, and report their conclusions
directly to the Risk & Audit Committee as well as to
the Board of Directors.
Internal audit
The Company mandated Ernst & Young, Zurich, as internal auditors (begin of the mandate was 1 July 2011,
the Company had used an own internal audit prior to
that date). The E&Y mandate was agreed upon with a
term of three years and was renewed by the R&A
Committee in February 2014. Ernst & Young was
mandated with the internal audit for another three
years until 30 June 2017.
The Risk & Audit Committee regularly monitors the
scope of internal audit and once per year (usually in
the 4 th quarter) approves a plan for internal audit projects, which will be executed by Ernst & Young. The
audit plan includes a long-term planning over the next
three years and a detailed plan for the next year. The
audits mainly concentrate on financial, operational,
compliance or management audits. The internal audit
can conduct audits, review any document and demand that all information it asks for is provided, in
order to ensure that it can fulfil its audit tasks.
4. EXECUTIVE BOARD
Peter Pauli
Chief Executive Officer,
Swiss citizen
Education Mechanical engineer. Graduate FH engineer in
The internal audit reports in writing about the audits it
has carried out, the findings resulting from the audits
and, if necessary, gives recommendations to improve
systems and processes. The internal audit is obliged
to immediately report possible irregularities or fundamental shortcomings to the Risk & Audit Committee
and to the Chairman of the Board of Directors. Ernst &
Young executed six internal audits during fiscal year
2014 and issued detailed reports on each of the audits. It also prepared one combined report about all
audits that were carried out in 2014. No irregularities
or fundamental shortcomings were reported by the internal auditors. The Risk & Audit Committee held one
meeting with Ernst & Young in 2014.
mechanical engineering, specialising in plant engineering
Postgraduate studies in industrial engineering specialising
in business management. Advanced Management Program,
INSEAD → 1985–1990 Assistant to the Executive Board
and Head of IT at Transelastic AG, CH-Wallbach (subsidiary
of Siegling Group) → 1990–1995 Manager and member
of the Executive Board at Transelastic AG, CH-Wallbach
→ 1995–2000 Appointment (1995) as Head of the Executive
Board at Siegling (Switzerland) as part of the takeover by
Forbo, responsible for the Extremultus product group within
Siegling Group → 2000–2002 Appointment (2000) to Head
of Sales & Marketing at Siegling GmbH in DE-Hanover,
responsible for the European sales and service organisations
→ 2002–2010 Chief Executive Officer (CEO) and member
of the Board of Directors of the Company (until 14 January
2010) and of Meyer Burger Ltd, CH-Thun → Since 2011 Chief Executive Officer (CEO) and again member of the
Board of Directors, member of the Executive Board of the
Company
Executive Board as of 31 December 2014
48
Name
Born
Position
Member since
Peter Pauli
1960
2002
Michel Hirschi
1967
Chief Financial Officer
2006
Michael Escher
1971
Chief Commercial Officer
2014
Bernhard Gerber
1972
Chief Operating Officer
2011
Sylvère Leu
1952
Chief Innovation Officer
2010
Former mandates: Member of the Swisscanto Advisory Board for Sustainability of Swisscanto Fondsleitung AG from 2008 until 2011.
CH-Berne (joint venture between Swisscom and Infonet
Current mandates: Member and Delegate of the
Board of Directors of Meyer Burger Technology Ltd.
He is also Chairman of the Board of Directors of different subsidiaries of Meyer Burger Technology Ltd.
Member of the Board of Directors of Gurit Holding AG,
CH-Wattwil since 2012 (publicly listed company). No
further Board of Directors memberships or consultancy activities for important Swiss or foreign organisations. No significant official functions or political offices.
of Comsol AG, CH-Berne from 2001 until 2003.
Michel Hirschi
Chief Financial Officer,
Swiss citizen
USA) → 2006–2010 Member of the Executive Board and
CFO of Meyer Burger Ltd → Since 2006 Chief Financial
Officer and member of the Executive Board of the Company
Current mandates: Member of the Board of Directors and/or of the Executive Board of different subsidiaries of Meyer Burger Technology Ltd. Member of the
Supervisory Board of Roth & Rau AG, DE-Hohenstein-Ernstthal. Member of the Board of Directors of
Zurmont Capital I AG, CH-Baar since 2005. Member
of the Board of Directors and member of the Investment Committee of Zurmont Madison Management
AG, CH-Zurich since 2006. Member of the Board of
Directors of CLS Corporate Language Services Holding AG, CH-Basel since 2009, and member of the
Audit Committee of CLS since 2010 (until 7 January
2015) (in total three remunerated mandates). No further mandates for Board memberships or consulting
activities for important Swiss or foreign organisations.
Education Business School (banking industry). Training in
software programming and analysis. BSC Economics and
Business Administration, College of Higher Education
Executive Master of Corporate Finance, College of Higher
Michael Escher Education Central Switzerland → 1983–1993 Analyst and
Programmer at Valiant Bank, CH-Berne → 1995–1997
Team Leader/Project Leader of a BPR project at the
newly formed banking information-outsourcing company
RBA-Service Ltd in Gümlingen, CH-Berne → 1997–1999 Chief Commercial Officer,
Swiss citizen
Profit Centre Controller at Swatch Ltd, CH-Biel, for profit
49
centres FlikFlak, Swatch Telecom and Swatch Access
Education Bachelor of Business Administration & Finance
→ 1999–2002 Head of Controlling at Swisscom Group,
(University of applied sciences Valais). Master of Science
CH-Berne, responsible for supervising the business unit
(University College London). Executive Master of Business
International Business Solutions, project participation
Administration (London Business School) → 1996–1999 and Project Manager, inter alia for a project involving the
Controlling/Head of cost accounting at Lonza Ltd, CH-
development of a completely new value flow model
Visp → 2000–2001 Senior Business Analysis Manager
in SAP → 2002–2006 Chief Financial Officer, responsible
at Lonza Biologics, UK-Slough → 2002–2003 Head Global
for Finance, Administration and Human Resources and
Supply Chain & Strategic Sourcing Lonza Biologics,
member of the Executive Board at Infonet Schweiz AG,
UK-Slough → 2003–2004 Director Business Technology
Development and Licensing at Lonza Biologics, UK-Slough
Head of production at Meyer Burger Ltd, CH-Thun
→ 2004–2006 Head of Corporate Strategic Planning
→ 2009 Head of sales and marketing at Meyer Burger Ltd,
at Syngenta, CH-Basel → 2006–2009 Global Business
CH-Thun → 2010–2011 Chief Executive Officer at Meyer
Manager Bisamides at Syngenta, CH-Basel → 2009–2010
Burger Ltd, CH-Thun → 2011–2014 Chief Operating O
fficer
Head Seed Care Europe, Africa and Middle East (EAME)
(COO) and member of the Executive Board of the Company
at Syngenta, CH-Basel → 2010–2011 Operating Manager
→ 2013–2014 On ad interim basis: Member of the Execu-
Germany/Austria at Syngenta, DE-Maintal → 2011–2014 tive Board and COO of Roth & Rau AG, DE-Hohenstein-
Managing Director Germany/Austria at Syngenta, DE-Main-
Ernstthal → Since Dec 2014 General Manager Technology
tal → Since 2014 Chief Commercial Officer (CCO) and
and Product Center Thun/Umkirch, Meyer Burger Group
member of the Executive Board of the Company
Current mandates: Member of the Board of Directors of Cave Fin Bec SA, CH-Sion (remunerated mandate). No further mandates for Board memberships or
consulting activities for important Swiss or foreign organisations. No significant official functions or political
offices.
Current mandates: Member of the Board of Directors and/or of the Executive Board of different subsidiaries of Meyer Burger Technology Ltd. No further
mandates for Board memberships or consulting activities for important Swiss or foreign organisations.
Sylvère Leu
Bernhard Gerber
Chief Operating Officer,
Swiss citizen
Chief Innovation Officer,
Swiss citizen
Education Engineer (dipl. El. Ing. ETH) Federal Institute of
Education Mechanical engineer Postgraduate studies in
50
Technology (ETH) Zurich, CH-Zurich. BSC in Economics
industrial engineering.Executive Master of Business Admin-
and Business Administration at University St. Gall (lic. oec.
istration → 1996–1998 Manager of CNC Zerspanungs
HSG), CH-St. Gall → 1975 –1978 BBC Baden, project plan-
anlage. Responsible for procurement and tools, project leader
ning for large power plants → 1979 –1986 Assistant
of plant expansion at Bystronic Laser AG, CH-Niederönz
of production management board and Head of controlling
→ 1999 Project Manager plant expansion strategy at
for manufacturing plants at Hilti Ltd, LI-Schaan. University
Bystronic Inc., USA-New York → 2000 Head of process
lecturer at University St. Gall (HSG) → 1986–1988 Man
engineering and logistics, Bystronic Laser AG, CH-Nieder
aging Director at Elmess (turnaround situation). Develop-
önz → 2001–2002 Assistant to the COO Bystronic Laser
ment, manufacturing and sales of electronic measurement
AG, CH-Niederönz → 2003 Head of assembly, automation
systems. Realignment of electromechanical instruments
and handling at Bystronic Laser AG, CH-Niederönz
to electronic instruments (memobox) → 1989–1997
→ 2004–2005 Manager of Laser Machines China at AFM
Member of the Executive Board at Fabrimex AG, CH-
Machinery Ltd (Bystronic Group), CN-Tianjin → 2006–2007
Schwerzenbach. Turnaround, Manager of four Business
Head of production and supply chain management at
Units: Photovoltaic, Power supply, EMC and Real time
HTT Hauser Tripet Tschudin AG, CH-Biel → 2007–2008
image processing. Construction of the first grid-tied PV
system in Switzerland. Co-owner at EMC test centre
(MBO from Contraves), from 1995–2005 → 1997–2001
Foundation and Managing Director Fabrisolar Ltd, CHKüsnacht. MBO from Fabrimex Ltd. Sold to Suntechnics
Changes in the Executive Board during
fiscal year 2014
Michael Escher, CCO, joined the Executive Board as
of 1 May 2014.
HH in 2001 (Conergy Group) → 2001–2005 Managing
Company
Changes in the Executive Board in
fiscal year 2015
Bernhard Gerber was appointed as the new General
Manager of the Technology and Product Centre Thun/
Umkirch in December 2014. He has taken over this
key function in operational management with immediate effect and stepped down from his role as Chief
Operating Officer and as member of the Executive
Board of Meyer Burger Technology Ltd as of year-end
2014.
of SunTechnics Fabrisolar AG, CH-Küsnacht from
1997 until 2010.
There are no management contracts between Meyer
Burger Technology Ltd or any of the group companies
and third parties.
Director Suntechnics GmbH, DE-Hamburg (Conergy Group).
Development of the first PV MW power plants Development of engineering and sales departments in 7 countries
→ 2006–2008 Managing Director Conergy SolarModule
GmbH, DE-Frankfurt/Oder. Development of the first fully
integrated production line with wafer, cell and module
manufacturing → 2008–2010 Chief Operating Officer of
3S Industries Ltd, CH-Lyss → Since 2010 Chief Innovation
Officer (CIO) and member of the Executive Board of the
4.1 Management contracts
Current mandates: Member of the Board of Directors of Ciptec Ltd Consulting, CH-Schönenberg since
1992 and member of the Board of Directors of SunTechnics Fabrisolar AG, CH-Küsnacht since 2013 (in
total two remunerated mandates). No further mandates for Board memberships or consulting activities
for important Swiss or foreign organisations. No significant official functions or political offices.
Mandates held by the Executive Board (outside of Meyer Burger Group) as of 31 December 2014
Mandates
Remunerated mandates at Remunerated mandates
publicly listed companies at other legal entities
Non-remunerated
mandates
Limit set by Articles of Assocation
1
3
2
Peter Pauli
1
–
–
Michel Hirschi
–
3 1
–
Michael Escher
–
1
–
Bernhard Gerber
–
–
–
Sylvère Leu
–
2
–
1
As of 7 January 2015 two mandates.
For the exact wording of Art. 28 of the Articles of Association regarding the maximum number of mandates allowed outside the Meyer Burger
Group please refer to page 40 of the section reporting on members of the Board of Directors.
51
5. COMPENSATION, SHAREHOLDINGS
AND LOANS
jority of the nominal value of shares represented at the
Meeting of Shareholders.
→ Detailed information on compensation, shareholdings and loans to active and former members of the
Board of Directors and of the Executive Board is included in the Remuneration Report (pages 56 to 69).
Independent proxy holder
The General Meeting of Shareholders elects an independent proxy holder. Natural persons, legal entities
and partnerships are eligible for election. The term of
office expires with conclusion of the next Ordinary
Shareholders’ Meeting. Re-election is permitted.
→ Statutory rules regarding the principles of compensation, participation plans, loans, credits and pension benefits are set in Articles 30 to 34 of the Articles
of Association. The rules regarding the approval of the
remuneration by the General Meeting of Shareholders
are set in Article 17 of the Articles of Association. The
Articles of Association are available under
articles-of-incorporation/
6. SHAREHOLDERS’ PARTICIPATION
RIGHTS
6.1 Voting rights restrictions and
representation
Each share is entitled to one vote. The shareholder
rights can be exercised by anyone who is registered
in the share register as a shareholder 30 days prior to
the General Meeting of Shareholders and who has not
sold his shares until the end of the General Meeting of
Shareholders.
A shareholder may be represented at the General
Meeting of Shareholders by a person with written
power of attorney, who does not need to be a shareholder. All shares held directly or indirectly by a shareholder can only be represented by one person. For
voting rights of nominees please refer to section “Limitations on transferability and nominee registrations”
on page 34 of this Corporate Governance Report. A
cancellation, liberalisation or intensification of the limi
tations on nominee registration stipulated in the Articles of Association must be approved by at least two
thirds of the votes represented and the absolute ma-
52
The Ordinary General Meeting of Shareholders held
on 29 April 2014 elected Mr lic. iur. André Weber as
independent proxy holder for a term of office until the
conclusion of the Ordinary Shareholders’ Meeting
2015. Mr Weber is independent and has no further
mandates for Meyer Burger Technology Ltd.
For the upcoming Ordinary General Meeting of Shareholders on 29 April 2015, the Company will enable its
shareholders to transfer their votes to the independent proxy holder by electronic means through the
platform eComm (www.ecomm-portal.ch). The relevant description of the procedure to register and vote
through the platform will be sent to shareholders who
are registered in the share register together with the
invitation to the Shareholders Meeting.
→ For statutory rules regarding the independent
proxy holder please refer to Article 13 of the Articles
of Association.
6.2 Statutory quorums
The General Meeting of Shareholders drafts its resolutions and performs its votes on the basis of the absolute majority of the voting rights represented. At least
two thirds of the votes represented and the absolute
majority of the nominal value of shares represented is
required, among others, for resolutions in accordance
with Article 704 paragraph 1 and 2 of the Swiss Code
of Obligations (CO).
6.3 Convocation of a General Meeting
of Shareholders
The convocation of a General Meeting of Shareholders will take place by means of the publication of an
invitation in the Swiss Official Gazette of Commerce at
least 20 days prior to the date of the Meeting. In addition, shareholders who are registered in the share
register will receive a written invitation from the Company to participate at the General Meeting of Shareholders. The invitation must include the motions and
the proposals by the Board of Directors and of those
shareholders, who have requested either the convocation of a Meeting or the inclusion of a certain motion on the agenda.
6.4
Agenda
Shareholders representing shares that account for at
least 10% of the voting rights may request the inclusion of an item on the agenda of the General Meeting
of Shareholders. Such requests must be submitted to
the Board of Directors at least 45 days prior to the
General Meeting of Shareholders in writing, specifying
the items and proposals to appear on the agenda.
7. CHANGE OF CONTROL AND DEFENCE
MEASURES
7.1 Duty to make an offer
There are no statutory regulations with regard to opting-out (Article 22 Stock Exchange Act SESTA) or
opting-up (Article 32 paragraph 1 SESTA).
7.2 Clauses on changes of control
In case that a third party would acquire more than
33 ¹⁄ ³ % of voting rights of Meyer Burger Technology
Ltd, the vesting periods and/or retention periods for
employee shares set by the Board of Directors shall
be accelerated so that any unvested share shall be
immediately vested in full. The vesting would take
place on the first day of the grace period in case of a
successful public tender offer. There are no further
clauses regarding a change of control that would favour the members of the Board of Directors, members of the Executive Board or other members of
management or associates.
8. Requests with regard to motions that have not been
properly announced may be permitted for discussion,
if the General Meeting of Shareholders concludes to
do so. It will not be possible, however, to take a decision on such a request until the next General Meeting
of Shareholders. This rule does not apply for requests
of an Extraordinary General Meeting or for the performance of a special audit.
No prior notice is required for requests regarding motions that are on the agenda.
AUDITORS
8.1 Duration of the mandate and term of
office of the lead auditor
The auditors for the Company have been PricewaterhouseCoopers AG since fiscal year 2003 (Bahnhofplatz 10, CH-3001 Berne since fiscal year 2012; Bälliz 64, CH-3600 Thun for fiscal years 2003–2011).
The lead auditor, Rolf Johner, has been responsible for
the audit mandate since 2013. The auditors have to
be elected each year by the General Meeting of
Shareholders.
6.5 Registration into the share register
No entries will be made in the share register for a
period of 30 days prior to a General Meeting of Shareholders, including the day after the General Meeting.
53
8.2 Auditing fees
The auditing fees of PricewaterhouseCoopers AG, for
services related to the audit of the annual financial
statements of Meyer Burger Technology Ltd and its
subsidiaries, the consolidated statements of Meyer
Burger Group, the review of the Half-Year Report and
the respective financial statements of Roth & Rau AG
which was still separately listed in fiscal year 2014 (for
details regarding the delisting of Roth & Rau AG
please refer to the second paragraph under “1.2
Listed companies”), amount to a total of TCHF 880 for
fiscal year 2014.
8.3 Additional fees
Additional fees of PricewaterhouseCoopers for further
services during fiscal year 2014:
Fee in connection with the issuance of the 4%
convertible bond 2020 (September 2014)
TCHF 72
Tax consulting
TCHF 73
Other
TCHF 8
Total
TCHF 153
8.4 Supervisory and control instruments
vis-à-vis the auditors
The Risk & Audit Committee once per year examines
the auditing concept, the auditing plan and the fee
structure, as well as the auditors independence from
the Company.
The external auditors at least once per year perform a
detailed audit report and brief the Risk & Audit Committee extensively. The important statements and recommendations in the audit reports compiled by the
external auditors are then discussed in detail with the
entire Board of Directors and the Executive Board.
In fiscal year 2014, the external auditors performed
two detailed audit reports (one each for the half year
and the fiscal year reporting). Representatives of the
external auditors participated in three meetings of the
Risk & Audit Committee. Representatives of the internal audit of Meyer Burger Technology Ltd (Ernst &
Young, Zurich) participated at one meeting of the Risk
& Audit Committee.
54
The Board of Directors once per year verifies the selection of potential auditors, in order to propose the
preferred audit firm for election to the shareholders at
the General Meeting of Shareholders. The Risk &
Audit Committee evaluates the effectiveness of the
auditors in accordance with the Swiss law. In this
evaluation, the Risk & Audit Committee attaches great
importance to the following criteria: Independence of
the external auditors (personal independence of the
lead auditor and independence of the audit firm in
general), understanding of the Company’s business
areas, sufficient resources set aside by the auditors,
practical recommendations for the implementation of
regulations in accordance with Swiss law and Swiss
GAAP FER, global network of the auditors, understanding of the specific business risks of the Company, focus of the audit within the audit programme,
cooperation with the Risk & Audit Committee, as well
as with the internal audit and the Executive Board.
The Board of Directors follows the regulations of the
Swiss Code of Obligations with regards to the rotation
intervals of the lead auditor, i.e. the lead auditor will be
rotated every seven years.
The Risk & Audit Committee also examines the proportion between the auditing fee for the annual financial statements and the additional non-audit services
performed by the auditors. The Committee will examine potential consequences regarding the independence of the auditors. The Executive Board is permitted to assign non-audit mandates to the auditors up
to an amount of TCHF 50. For any non-audit mandates exceeding this amount, the Risk & Audit Committee or the Board of Directors, respectively, must
be informed. The auditing fee for the annual audit
mandate is finally approved by the entire Board of
Directors.
During 2014 as well as in the previous year, the Company has especially assigned tax consultancy services to two other internationally active consultancy
and audit groups. For fiscal year 2014, the Board of
Directors concluded that the independence of the auditors was fully ensured at all times.
9.
INFORMATION POLICY
Meyer Burger Technology Ltd communicates openly
and transparently and treats shareholders, analysts,
business partners, employees and the public equally
when it promptly informs about any development in
the Company.
→ Company website www.meyerburger.com
Meyer Burger Technology Ltd publishes its results in
an annual report and an interim report, as well as
through press releases. When the annual results are
released, the Company organises a physical conference for the media and the financial community and a
conference call to discuss details of the reported
earnings. For the interim results, the Company organises a conference call. The Company’s financial reports are available on the Company website in electronic form or can be ordered from the Company in
print form and free of charge.
→ Financial reports are directly available on
financial-reports-publications/
Detailed information regarding disclosure notices is
available under www.six-swiss-exchange.com, Product Search “MBTN”, Overview, Major Shareholders.
Price-sensitive information is published according to
the ad-hoc publicity rules. The modalities for distribution of ad-hoc press releases (the so called push and
pull systems) have been implemented in accordance
with the ad-hoc publicity rules of SIX Swiss Exchange.
The press releases can be viewed under
http://www.meyerburger.com/en/media/
ad-hoc-commercial-news/current/
The contact form to subscribe for direct receipt of the
ad hoc press releases is available under
http://www.meyerburger.com/en/media/
news-service/
Information on transactions with shares of the Company by members of the Board of Directors and members of the Executive Board are published under
www.six-swiss-exchange.com, Product Search
“MBTN”, Overview, Management Transactions.
The Articles of Association of the Company are available under
→ For details regarding the investor relations contacts as well as an agenda of important dates for
fiscal year 2015 please refer to page 134/135 of this
Annual Report.
Official notices are published in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt). Publications in conjunction with the listing of
the registered shares at SIX Swiss Exchange are
made in accordance with the listing rules of SIX Swiss
Exchange. The rules can be viewed under
http://www.six-exchange-regulation.com/regulation/
listing_rules_en.html
55
REMUNERATION REPORT
This Remuneration Report provides information on the
remuneration system and the compensation paid to
the members of the Board of Directors and of the Executive Board of Meyer Burger Technology Ltd for fiscal year 2014. The content and amount of information
provided is in line with the provisions of the “Ordinance against Excessive Compensation at stock exchange listed companies” (OaEC), which was issued
by the Federal Council and has become effective as
of 1 January 2014, as well as the Corporate Governance directive issued by SIX Swiss Exchange and
the Swiss Code of Best Practice by economiesuisse.
The Remuneration Report will be presented to the
General Meeting of Shareholders, which will be held
on 29 April 2015, for a consultative vote as in the previous year.
REMUNERATION PRINCIPLES
Meyer Burger Group offers all of its employees a compensation system that is competitive, performance
oriented and aligned to sustainable value creation.
The compensation is based on the following principles:
–– Attract highly qualified and motivated employees,
specialists and executives
–– Fair and competitive compensation that fosters
entrepreneurial behaviour
–– Total compensation that aligns the Company’s
long-term strategy and the interests of employees,
Executive Board, Board of Directors and shareholders
–– Performance oriented compensation to support
the short-term and long-term corporate targets
–– Share participation programme, depending
on h
ierarchy level, which allows direct financial
participation in the mid-term and long-term
development of the value of Meyer Burger shares
56
Share participation programme
as long-term incentive
The Company has a share participation programme
as a long-term incentive for the members of the Board
of Directors and members of the Executive Board as
well as for other selected employees within the Group.
The Board of Directors determines the individual participants of the plan at its own discretion. Shares may
only be allocated to employees with an employment
contract of indefinite term and in positions not under
notice, and to serving members of the Board of Directors, who have not submitted their resignation.
Each participant receives an individual offer letter,
stipulating the number of restricted share units (RSU)
being offered, the acquisition price per share, the payment conditions, the period within which the participant has to declare acceptance of the offer, as well as
the (optional) retention periods. Within this acceptance period, the participant has to
1) declare acceptance of the offer,
2) declare, which retention period that was set by the
Board of Directors, he/she wishes to be applied in
acquiring the shares,
3) pay the full acquisition price for all shares, which
the participant wishes to acquire.
The restricted share units, which the Board of Directors has allocated, generally have a vesting period of
two years and an optional retention period that can
be selected by the participant of either zero, three or
five years (following the end of the vesting period).
The participants do not receive the right of ownership
for the restricted shares during the vesting and optional retention period yet. During the vesting period
and the optional retention period, the participants
cannot sell (in part or entirely), assign, transfer, pledge
or debit the shares in any form. The right of ownership
for these restricted share units forfeits without compensation in the event that the employee gives his/her
notice or the Company ends the employment relationship prior to expiration of the vesting period (subject to special situations such as retirement, death,
permanent incapacity for work due to invalidity, com-
pany ends employment relationship for economic reasons, etc.). The same rule applies in the event of the
voluntary resignation of a member of the Board of Directors (or de-selection by shareholders at a General
Meeting of Shareholders) prior to expiration of the
vesting period.
The Board of Directors is also entitled to set different
modalities from the above mentioned conditions for
participants domiciled outside of Switzerland. It will
thereby aim for equal treatment of the participants
taking into account the tax differences within the different states of domicile. Slightly modified conditions
are currently applied for employees in Germany (no
retention period), the USA (no retention period, no
payment of the acquisition price) and in all other
countries outside of Switzerland, Germany and the
USA (employees have been offered so-called phantom shares).
tion with the rules of the OaEC. The approval process
for compensation is set in Article 17, the forms and
criteria of compensation, participation plans, loans,
credits and pension benefits are set in Articles 30 to
34 of the Articles of Association.
→ The Articles of Association are available on the
Company’s website
Nomination and Compensation Committee
The Board of Directors had four Committees during
fiscal year 2014: Nomination & Compensation Committee (N&C), Risk & Audit Committee (R&A), Mergers
& Acquisitions Committee (M&A) and Innovation Committee.
→ For details regarding the members and the responsibilities of the Committees please also refer to
the Corporate Governance Report page 42 ff.
GOVERNANCE
The overall responsibility for defining the compensation principles at Meyer Burger Group is with the
Board of Directors. At the ordinary General Meeting of
Shareholders in 2015 (and thereafter), the General
Meeting separately approves the total maximum
compensation of the Board of Directors and of the
Executive Board for the business year that follows the
General Meeting (i.e. for the first time at the ordinary
General Meeting of Shareholders in 2015 for the business year 2016). The vote at the General Meeting of
Shareholders has binding effect for these total maximum amounts of compensation. Thereafter, the approval of the individual compensation to the members
of the Board of Directors and of the Executive Board
(within the approved limits by the General Meeting) is
directly with the Board of Directors.
The Nomination & Compensation Committee (N&C
Committee) consists of at least two members of the
Board of Directors. They are individually elected by
the General Meeting of Shareholders each year. The
term of office is one year and expires at the end of the
following ordinary Shareholders’ Meeting. Re-election
is possible. When the Nomination & Compensation
Committee is not complete, the Board of Directors
may appoint the lacking members for the remaining
term of office. At the ordinary General Meeting of
Shareholders on 29 April 2014, Dr Alexander Vogel,
Peter M. Wagner and Rudolf Rüdel († 17.09.2014)
were elected as members of the N&C Committee.
The N&C Committee held fifteen meetings during fiscal year 2014 (of which eight were held as telephone
conferences).
The ordinary General Meeting of Shareholders held on
29 April 2014 approved comprehensive changes and
amendments to the Articles of Association in connec-
57
The N&C Committee mainly has the following responsibilities regarding subjects concerning compensation:
–– Proposal of the compensation for the members
of the Board of Directors and the Board’s
Committees
–– Examination, negotiation and proposal of the remuneration of the CEO
–– Examination and proposal (together with the CEO)
of the remuneration of the members of the Executive Board as well as examination of mandates by
members of the Executive Board outside the
Group
–– Examination and resolution of the annual targets
for the members of the Executive Board and of the
ratio by which such targets were achieved
–– Examination of the targets and total remuneration
of important group companies
Levels of decision authority
Compensation
CEO
N&C Committee
Board of Directors
General Meeting
Maximum total compensation of the Board of
Directors for the business year following the ordinary
General Meeting of Shareholders
–
Recommendation
Proposal to the
General Meeting
Approval
Maximum total compensation of the Executive Board
for the business year following the ordinary General
Meeting of Shareholders
–
Recommendation
Proposal to the
General Meeting
Approval
Individual compensation to the members of the Board –
of Directors in the reporting year
Proposal
Approval
–
Grant of shares to the members of the Board of
Directors in connection with the share participation
programme in the reporting year
–
Proposal
Approval
–
Individual compensation to the members of the
E xecutive Board (without CEO) (Base salary, variable
component, compensation in kind, social benefits)
in the reporting year
Proposal
Review,
recommendation
Approval
–
Individual compensation CEO (Base salary, variable
component, compensation in kind, social benefits)
in the reporting year
–
Proposal
Approval
–
Grant of shares to the members of the Executive
Board (without CEO) in connection with the share
participation programme in the reporting year
Proposal
Review,
recommendation
Approval
–
Grant of shares to the CEO in connection with the
share participation programme in the reporting year
–
Proposal
Approval
–
R&A Committee
M&A Committee 1
Members of the Committees as of 31 December 2014
Members of the Board of Directors
N&C Committee 1
Peter M. Wagner, Chairman
(Chairmanship)
Dr Alexander Vogel, Vice Chairman
Peter Pauli, Delegate, CEO
–
Heinz Roth
–
–
1
58
(Chairmanship)
Innovation Committee
–
–
–
–
(Chairmanship)
–
–
–
(Chairmanship)
Member of the Committee
Rudolf Güdel, † 17.09.2014, was a member of the N&C Committee and M&A Committee in fiscal year 2014
–– Preparation and proposal of the Remuneration
Report
–– Examination, proposal and monitoring of the implementation of participation programmes for the
Board of Directors, the CEO, the other members
of the Executive Board and for other employees
–– Examination and resolution on the grant of shares
under the share participation programme
approved by the Board of Directors
Directors in the areas of nomination, organisation
and compensation
COMPENSATION TO THE MEMBERS
OF THE BOARD OF DIRECTORS
The compensation of the members of the Board of Directors is based on the exposure and responsibilities
of each individual member (Board of Directors: Chairman, Vice Chairman, Member; Committees: Chairman, Member). The total compensation includes the
following elements:
–– Fixed Board of Directors fee (generally paid in
cash)
–– Grant of shares as long-term incentive (share
participation programme)
–– Social security costs
The compensation structure with a fixed Board of Directors’ fee and a certain amount of shares granted
as long-term incentive ensures the focus of the Board
of Directors on the long-term success of the Company. The Nomination & Compensation Committee
usually proposes the Board and Committee fees as
well as compensation through the grant of shares
once per year. The entire Board of Directors then decides on this proposal using dutiful judgment. The
compensation to the members of the Board of Directors is not bound to specific targets of the Company.
59
For fiscal year 2014, the Board of Directors had set
the fixed fee for its members (as Board members and
Committee members, respectively) as follows:
Capacity / Responsibility
Chairman of the Board of Directors
2014
CHF
2013
CHF
140 000
140 000
Vice Chairman of the Board of Directors
36 000
36 000
Member of the Board of Directors
34 000
34 000
Chairmanship in Committees
45 000
35 000
Membership in Committees
24 000
24 000
The Board of Directors decided in fiscal year 2014 to
slightly increase the fees for a Chairmanship in a
Committee, in order to accommodate for the increasing tasks and high intensity of the work done as a
Committee Chairman. All other fees remained unchanged compared to the previous year. The Board
and Committee membership fees are paid-out on a
half-year basis.
The restricted share units, granted as part of the share
participation programme, which represent the second
portion of the compensation to the members of the
Board of Directors, were granted on 12 May 2014.
The right of ownership for these shares is deferred
during the vesting period from 12 May 2014 to 30
April 2016. Afterwards, each Board member can
choose the retention period of zero, three or five years
(the retention period has to be chosen already at the
date of acceptance of the offer).
During fiscal year 2014, only the CEO Peter Pauli was
in an executive function within Meyer Burger Group.
All other Board members were non-executive members. Peter Pauli does not receive separate compensation for his work as a member of the Board of Directors.
→ For details to the compensation of Peter Pauli as
Chief Executive Officer and Delegate of the Board of
Directors please refer to the information below in section “Compensation to the members of the Executive
Board”.
Overview of the compensation to the members of the Board of Directors (Audited)
2014
Honorarium 1
(CHF)
Share-based
compensation 2
(number) Share-based
compensation 2
(CHF)
Additional
compensation 3
(CHF)
Chairman
212 000
6 982
77 151
Vice Chairman
129 000
4 189
46 288
Member
58 083
2 793
Peter Pauli 6
Member
–
Dr Dietmar Roth 7
Member
23 000
Heinz Roth
Member
103 000
2 793
Member
72 000
2 793
597 083
19 550
Honorarium 1
(CHF)
Name
Position in Board
of Directors
Peter M. Wagner
Dr Alexander Vogel
Rudolf Güdel 5
Total
Social
security 4
(CHF)
Total
(CHF)
–
–
289 151
–
12 485
187 773
30 863
–
9 156
98 102
–
–
–
–
–
–
–
–
–
23 000
30 863
–
10 347
144 210
30 863
–
7 584
110 446
216 028
–
39 571
852 682
Share-based
compensation 2
(number) Share-based
compensation 2
(CHF)
Additional
compensation 3
(CHF)
Social
security 4
(CHF)
Total
(CHF)
2013
Name
Position in Board
of Directors
Peter M. Wagner
Chairman
223 000
9 412
99 767
54 151
2 275
379 193
Dr Alexander Vogel
Vice Chairman
119 000
4 366
46 280
–
9 986
175 266
Rudolf Güdel
Member
82 000
2 911
30 857
–
6 913
119 770
Peter Pauli 6
Member
–
–
–
–
–
–
Dr Dietmar Roth
Member
63 500
2 911
30 857
–
–
94 357
Heinz Roth
Member
93 000
2 911
30 857
–
7 863
131 720
Member
63 500
2 911
30 857
–
5 441
99 798
644 000
25 422
269 473
54 151
32 478
1 000 102
Total
1
2
3
4
5
6
7
F
ees as a member of the Board of Directors and member of the Board of Directors’ committees. In the previous year (first half of 2013), the Board of Directors
decided – upon the proposal of the Nomination & Compensation Committee and in view of the Company’s liquidity situation – to compensate its members for
the first half year period (half of the cash honorariums) in company shares, instead of cash. These shares are not subject to vesting conditions, but to a retention
period of zero, three or five years as selected freely by the member of the Board of Directors. As Chairman of the M&A Committee, Peter M. Wagner received
a honorarium that is equal to the honorarium for a normal member of the Committee in 2014 (he did not draw the higher honorarium that would apply for the
Chairmanship of the M&A Committee).
T
he shares were granted on 12 May 2014 (2013: 25 October 2013) at nominal value of CHF 0.05 per share. The share price at the time of the allocation of these
shares was CHF 11.10 (2013: CHF 10.65). In calculating the total compensation, the allocated shares were valued at CHF 11.05 (2013: CHF 10.60). The shares
have a vesting period of 2 years (2013: 1.5 years). Upon termination of an individual’s employment contract or Board membership, the shares for which the
vesting period has not yet expired will be returned to the Company. For more information on the share plan see Note 4.16 in the consolidated financial statements.
T
he additional compensation to Peter M. Wagner in fiscal year 2013 corresponds to the compensation for his ad interim function as CEO of Roth & Rau AG.
Peter M. Wagner resigned from the Management Board of Roth & Rau AG with effect from 30 June 2013.
C
ontains governmental social security (AHV, ALV and FAK) on remunerations for Board members, on additional compensation and on shares under the share plan
of which the vesting period ended during the reporting period.
R
udolf Güdel passed away on 17 September 2014. Compensation in fiscal year 2014 ended at this date.
T
he basic salary of Peter Pauli as CEO of the Company includes the contractually agreed fix salary. See also “Compensation to the members of the Executive
Board”. The remuneration as a member of the Board of Directors is included in his salary. Peter Pauli does not receive additional compensation for his activities
as a member of the Board of Directors.
D
r Dietmar Roth did not stand for re-election at the General Meeting of Shareholders on 29 April 2014. The compensation in fiscal year 2014 is on a pro rata
basis up to this date.
60
The differences in the total compensation to the members of the Board of Directors for their Board activities
compared to the previous year is mainly due to the
change in the number of Board members during fiscal year 2014 (5 members at year-end 2014 compared to 7 members at year-end 2013) as well as to
the lower compensation to the Chairman of the Board
of Directors (who also was in an ad interim executive
function during the first half of 2013).
COMPENSATION TO THE MEMBERS
OF THE EXECUTIVE BOARD
The compensation to the members of the Executive
Board includes a fixed portion (yearly base salary,
compensation in kind), a variable component (variable
performance oriented component), a long-term incentive in form of shares of the Company (share participation programme) as well as social benefits. The
amount of the short-term variable performance oriented component (bonus) depends on the achievement of operating targets reached for the particular
year and on the performance of Meyer Burger Group
compared to a selected Peer-Group. The grant of
shares as long-term incentive enables a direct partici
pation in Meyer Burger and ensures the focus of the
Executive Board on mid- and long-term value creation of the Company. It also ensures the focus on
shareholders’ interests. In general, the Company
seeks a system, whereby the base salary, the shortterm bonus (target bonus) and the long-term oriented
share based compensation would represent approximately one third each of the total compensation of the
Executive Board members (compensation in kind and
social benefits not considered for this break-up).
The compensation for the members of the Executive
Board is verified and proposed to the Board of Directors by the Nomination & Compensation Committee
together with the Chief Executive Officer (except for
the CEO’s own compensation). The total compensation is decided upon by the entire Board of Directors,
usually once a year. When discussing the compensation of the CEO (who is also a member of the Board of
Directors and acts as its Delegate since 21 April 2011),
the CEO is not included in the discussion. The other
members of the Executive Board usually do not participate during the time of the Board meeting, when the
Board of Directors discusses their compensation.
Compensation components for members of the Executive Board
Compensation in kind
Social benefits
Long-term incentive
Share-based compensation
Short-term incentive
Variable performance oriented component
Base salary
61
–P
rotection against risks, Attract and retain Executive Board
members
– Market practice, Stipulated by law
– Social insurance and pension fund costs, Private use of
company car
–L
ong-term compensation to put focus on mid- / long-term
development of the Company
–A
lign to shareholders’ interests
–C
ompensation through grant of registered shares
–V
ariable performance oriented component (Pay for
Performance)
– Achievement of business objectives over a one year period
– Usually paid in cash
–A
ttract and retain Executive Board members
– Market practice, Position and experience of the person
– Paid in cash
Base salary
Financial targets
The members of the Executive Board receive an annual base salary that reflects the position and responsibilities of each member. The base salary is fixed at
the beginning of the year and will not be changed
during the reporting period. The base salary is paidout in cash on a monthly basis.
For the assessment of the bonus portion that is tied
to financial targets, the degree of targets achieved
with regards to Net sales and EBITDA was relevant
during fiscal year 2014 (same as in previous years
since 2012). Two indicators were used:
–– Absolutely reached Net sales / EBITDA compared
to the budgeted amounts with a weighting of 50%
(“Budget comparison”)
–– Change in Net sales / EBITDA compared to the
previous year, measured in a Peer-Group comparison with a weighting of 50% (“Peer-Group comparison”)
Short-term incentive – Variable, performance
oriented component (bonus)
A target bonus is defined for each member of the Executive Board. This target bonus forms the basis for
the calculation of the effective bonus. The bonus is
usually paid in cash. The target bonus for fiscal year
2014 amounted to 100% of the base salary for the
CEO and to between 64% and 78% of the base salary for the other members of the Executive Board
(2013: 100% for the CEO and between 64% and 78%
for the other members of the Executive Board). The
criteria that determine the amount of bonus for each
member of the Executive Board are financial targets
of the Group and individual mainly “non-financial” targets. The bonus can reach a maximum of 150% of
the individually set target bonus for each of the members of the Executive Board.
For the assessment of the Budget comparison, Net
sales and EBITDA were weighted with 50% each. No
bonus proportion will become applicable, if the
achieved rate is <50% of the budgeted amount. If the
achieved rate is between 50 and 100%, the bonus
will be calculated on a straight-line basis and amount
to between 1–100%. If the achieved rate is between
101 and 125%, the bonus will be 101–150% (also calculated on straight-line basis). If the achieved rate is
>125%, the bonus will be capped at 150%.
Weighting of the targets in fiscal year 2014
Financial targets
CEO
CFO, COO, CIO, CCO 1
Absolute Net Sales/EBITDA vs.
Budget (Budget comparison)
50% weighting financial targets
35%
30%
Change in Net Sales/EBITDA vs. previous year
against Peer-Group (Peer-Group comparison)
50% weighting financial targets
35%
30%
70%
60%
30%
40%
100%
100%
Total financial
targets
Individual targets
Individual targets (project targets, product or
market targets, etc.)
Total
1
62
CCO is a member of the Executive Board since 1 May 2014
Peer-Group Universum 1 used in fiscal year 2014
Amtech Systems
Applied Materials
Segment Energy & Env ironmental Solutions
Beijing Jingyuntong Technology
Centrotherm Photovoltaics AG
GT Advanced Technology
Komax Holding 2
Segment Solar
Manz Automation
Segment Solar
NPC Incorporated
Renesola Limited
San Chih Semiconductor
Company Limited
Singulus Technologies
Segment Solar
SMA Solar Technology
Segment High & Medium Power Solutions
Solaria Energia Y Medio
Solarworld
Segment Produktion Germany
Spire
Segment Solar
Wacker Chemie
Segment Polysilicon
Wafer Works Corp.
Meyer Burger Technology Ltd
If the segment or division of a company is mentioned in the table, Obermatt AG considered this segment as relevant for the Peer-Group
comparison.
2
Solar segment discontinued during fiscal year 2014.
1
For the assessment of the Peer-Group comparison
(applied since fiscal year 2012), Meyer Burger Group
uses the bonus index of independent financial research company Obermatt AG (www.obermatt.com).
Obermatt calculates the relative performance of
Meyer Burger Group in relation to the changes of Net
sales and EBITDA (delta in case of EBITDA scaled
with the annual net sales of the previous year) and
compares this with the Peer-Group companies. The
performance of Meyer Burger Group is measured as
a ranking within the Peer-Group (i.e. percentage of
Peer-Group companies that were outperformed by
Meyer Burger). Such rank can be between 0% and
100% (at 0% no Peer-Group company was outperformed, at 100% Meyer Burger outperformed all of
the Peer-Group companies). The resulting bonus proportion is calculated in a straight-line depending on
the rank reached and can be between 0% and a maximum of 150%. At ≤20% of outperformed peers, the
bonus proportion is 0% and at ≥80% of outperformed
peers it is 150%.
63
Individual targets
The degree of targets reached with regards to individual mainly “non-financial” targets (e.g. targets for specific projects, targets for product market launches or
development of certain markets, etc.) is verified and
proposed to the Board of Directors by the Nomination
& Compensation Committee together with the CEO.
The resulting proportion of bonus can be between 0%
and 150%.
For fiscal year 2014, the allotment of the performance
oriented component (bonus in cash) as a percentage
of the base salary was 66% for the CEO (2013: 24%)
and between 54% and 62% for the other members of
the Executive Board (2013: between 28% and 42%).
Compensation of Executive Board in fiscal year 2014
in TCHF
Target compensation (100%)
Maximum amount (150%)
Actual compensation 2014
14%
21%
0
1000 2000 3000 4000
36%
29%
Base salary Bonus Share based compensation Compensation in kind, social benefits
Long-term incentive – Share-based
compensation
Compensation to the members
of the Executive Board
The Board of Directors grants shares as a long-term
incentive to the members of the Executive Board as
well as to other members of the management team,
depending on management level and individual function. This enables the retaining of employees and reinforces the focus of the management teams on the
mid- to long-term success of the Company. The
amount of shares allocated during fiscal year 2014
has been decided by the Nomination & Compensation Committee, based on a special decision by the
Board of Directors, and was finally approved by the
Board of Directors.
The tables above show the actual compensation to
the entire Executive Board for fiscal year 2014 compared to the potential compensation if 100% of the
target bonus were reached, as well as the maximum
amount with the 150% cap of bonus payment. The
right-hand table shows the mix of compensation for
fiscal year 2014.
Compensation in kind and social benefits
Compensation in kind includes the payment for private use of a company car. The members of the Executive Board are like all employees (with domicile in
Switzerland) insured under a pension fund scheme in
Switzerland. The compensation for social benefits
contains the governmental social security payments
(AHV, ALV and FAK) and the amounts paid by the
Company to the pension fund.
64
The amounts of the base salaries, the performance related component (amount of target bonus and relevant targets) as well as the allocation of shares is verified by the Nomination & Compensation Committee
together with the CEO using dutiful judgment, and is
finally approved by the entire Board of Directors. Neither external consultants nor particular surveys were
used. Obermatt AG – as external research company –
calculates the above mentioned Peer-Group comparison that forms part of the financial target achievements.
The difference in the total compensation to the members of the Executive Board is mainly due to one more
Executive Board member in 2014 (Chief Commercial
Officer since 1 May 2014), a return of the base salaries to the levels of 2012 (base salaries had been
reduced by 19% in 2013 due to the difficult situation
of the Company) and the higher bonus proportion as
a result of targets reached during 2014.
Overview of the compensation to the members of the Executive Board (Audited)
2014
Name
Position
Peter Pauli
CEO
Other members of the
Executive Board 4
Total
Base
salary 1
(CHF)
Bonus
(CHF)
Share-based
compensation 2
(number)
Share-based
compensation 2
(CHF)
Compensation in kind 3
(CHF)
Social
benefits
(CHF)
Total
(CHF)
310 700
205 933
27 928
308 604
9 899
128 089
963 226
815 533
475 797
55 685
615 319
24 133
281 295
2 212 708
1 126 233
681 730
83 613
923 924
34 033
409 383
3 175 303
Base
salary 1
(CHF)
Bonus
(CHF)
Share-based
compensation 2
(number)
Share-based
compensation 2
(CHF)
Compensation in kind 3
(CHF)
Social
benefits
(CHF)
Total
(CHF)
2013
Name
Position
Peter Pauli
CEO
279 630
66 263
29 108
308 545
9 900
96 075
760 413
Other members of the
Executive Board
585 000
212 544
43 954
465 912
22 070
181 246
1 466 772
Total
864 630
278 807
73 062
774 457
31 970
277 321
2 227 185
1
2
3
4
65
T
he base salary of Peter Pauli includes the contractually agreed fix salary. The remuneration as a member of the Board of Directors is
included in his salary. Peter Pauli does not receive additional compensation for his activities as a member of the Board of Directors.
T
he shares were granted on 12 May 2014 (2013: 25 October 2013) at nominal value of CHF 0.05 per share. The share price at the time of
the allocation of these shares was CHF 11.10 (2013: CHF 10.65). In calculating the total compensation, the allocated shares were valued at
CHF 11.05 (2013: CHF 10.60). The shares have a vesting period of 2 years (2013: 1.5 years). Upon termination of an individual's employment
contract or Board membership, the shares for which the vesting period has not yet expired will be returned to the Company. For more
information on the share plan see Note 4.16 in the consolidated financial statements.
C
ompensation in kind includes the payment for private use of a company car. The sum declared in the salary statement for the purpose of
filing a tax return under "private share of company car" was applied as a component of the salary.
T
he Executive Board was expanded by the position of Chief Commercial Officer (CCO) as of 1 May 2014.
BENEFITS, CONTRACTUAL TERMS
ON LEAVING THE COMPANY
Fixed employment and mandate agreements with
members of the Board of Directors and of the Executive Board may be concluded for a period of up to one
year. The termination period of unlimited employment
or mandate agreements, respectively, with members
of the Board of Directors and of the Executive Board
may not exceed twelve months to the end of a month.
The current employment contracts with the members
of the Executive Board contain termination periods of
six months (four employment contracts) and twelve
months (one employment contract), respectively.
All employment contracts with the members of the
Executive Board contain a non-competition clause for
a period of 24 months after the employment relationship has ended. The non-competition clause refers to
all countries in which Meyer Burger Group (currently)
has main activities. The members of the Executive
Board do not receive salaries during the period of the
non-competition clause. If a member of the Executive
Board violates the non-competition clause, he has to
pay a penalty to the Company for breaching the contract.
The Restricted Share Units (granted out of the share
participation programme) generally have a vesting period. In case that any of the following conditions
would apply, the right of ownership and the delivery of
the allocated shares would forfeit without substitution:
lationship as a result of retirement, death or permanent incapacity for work due to invalidity on the
part of the eligible employee and where the employee gives his/her notice with valid reasons for
which the employer must bear responsibility (along
the lines with Article 340c of the Swiss Code of
Obligations)
b) In the event that the employer gives notice to terminate the working relationship prior to expiration
of the vesting period. Exceptions to this rule are
the giving of notice where the employee has not
provided valid reasons (along the lines with Article
340c of the Swiss Code of Obligations), in particular the giving of notice for financial or economic
reasons.
c) In the event of the voluntary resignation of a member of the Board of Directors (to the extent the resignation is not at the request of the Company and
there are no valid reasons for this attributable to
the member of the Board of Directors), or de-selection by a Meeting of Shareholders prior to expiration of the vesting period (assuming that this is
on justified reasons attributable to the member of
the Board of Directors in question).
In the event that the restricted share units forfeit, the
eligible participant receives reimbursement in the
amount of the acquisition price paid, without interest.
If the employment relationship or membership of the
Board of Directors ends after the vesting period, the
retention period (zero, three or five years) that the employee or Board member had chosen will remain in
place.
a) In the event that the employee gives his/her notice
or ends the employment relationship prior to the
expiration of the vesting period (2 years). Exceptions to this rule are the ending the employment re-
66
Change of control clause regarding employee shares:
In case that a third party would acquire more than
33 ¹⁄³ % of voting rights of Meyer Burger Technology
Ltd, the vesting periods and/or retention periods for
employee shares set by the Board of Directors shall
be accelerated so that any unvested share shall be
immediately vested in full. The vesting would take
place on the first day of the grace period in case of a
successful public tender offer. There are no further
clauses regarding a change of control.
Members of the Board of Directors, members of the
Executive Board and employees are all treated equally
with regards to the conditions of the share participation programme, in the event that they leave the Company.
LOANS AND CREDITS TO THE MEMBERS
OF THE BOARD OF DIRECTORS OR THE
EXECUTIVE BOARD
COMPENSATION TO RELATED PARTIES
All compensation that the Company has made to related parties during fiscal years 2014 and 2013 were
market-compliant.
→ Further information in Note 4.31 on page 116
“Transactions with related parties” in the financial
statements.
PARTICIPATIONS IN THE COMPANY
The members of the Board of Directors and of the Executive Board (including related parties) held a total
participation of 2.91% of the outstanding registered
shares as of 31 December 2014 (2013: 3.04%). This
participation includes registered shares purchased as
well as shares allocated in connection with the compensation schemes.
As of 31 December 2014 and 31 December 2013,
there were no company loans or credits outstanding
to the current members of the Board of Directors or
the Executive Board. There were also no loans or
credits outstanding to former members of the Board
of Directors or the Executive Board or any related
party.
COMPENSATION TO FORMER MEMBERS
OF THE BOARD OF DIRECTORS OR THE
EXECUTIVE BOARD
No compensation was paid to former members of the
Board of Directors or of the Executive Board in fiscal
years 2014 or 2013.
67
Overview of the participations in the Company by the members of the Board of Directors
and of the Executive Board (Audited)
2014
The members of the Board of Directors and of the Executive Board (including related parties) held the following
participations through shares and restricted shares in Meyer Burger Technology Ltd as of 31 December 2014:
Restricted
registered shares 1
(number)
Total participation 2
(in % of outstanding shares)
0.07%
Name
Position
Peter M. Wagner
Dr Alexander Vogel
Heinz Roth
Peter Pauli
Michel Hirschi
Michael Escher
Bernhard Gerber
6 114
26 815
0.04%
Sylvère Leu
–
50 228
0.06%
2 082 500
529 838
2.91%
Total as of 31 December 2014
1
2
43 221
16 394
115 869
36 748
0.17%
40 666
5 704
0.05%
19 585
9 771
0.03%
1 792 045
297 957
2.33%
65 000
58 622
0.14%
–
27 599
0.03%
D
etails of shares not yet vested are shown in the table below:
Grant date
68
Registered shares
(non-restricted)
(number)
Number of shares
Vesting period until
12.05.2014
100 370
30.04.2016
25.10.2013
106 747
24.04.2015
The remaining restricted registered shares have been subject to an optional retention period.
T
otal participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing the total participation as a
percentage of the number of outstanding registered shares as of 31 December 2014.
2013
The members of the Board of Directors and of the Executive Board (including related parties) held the following
participations through shares and restricted shares in Meyer Burger Technology Ltd as of 31 December 2013:
Name
Position
Peter M. Wagner
Dr Alexander Vogel
Rudolf Güdel
Restricted
registered shares 1
(number)
(in % of outstanding shares)
0.06%
35 574
17 059
115 869
32 559
0.18%
17 888
6 978
0.03%
Heinz Roth
38 599
4 978
0.05%
Dr Dietmar Roth
6 725
4 978
0.01%
19 585
6 978
0.03%
Peter Pauli
1 685 045
377 029
2.43%
Michel Hirschi
75 000
61 865
0.16%
Bernhard Gerber
8 582
23 911
0.04%
Sylvère Leu
–
35 985
0.04%
2 002 867
572 320
3.04%
Total as of 31 December 2013
1
D
etails of shares not yet vested are shown in the table below:
Grant date
2
69
Registered shares
(non-restricted)
(number)
Number of shares
25.10.2013
98 484
24.04.2015
05.04.2012
70 889
31.03.2014
The remaining restricted registered shares have been subject to an optional retention period.
T
otal participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing the total participation as a
percentage of the number of outstanding registered shares as of 31 December 2013.
REPORT OF THE
STATUTORY AUDITOR
70
REPORT OF THE
STATUTORY AUDITOR
71
72
CONTENTS
CONSOLIDATED FINANCIAL STATEMENTS
74Consolidated balance sheet
75 Consolidated income statement
76 Consolidated statement of changes
in equity
78 Consolidated cash flow statement
79Notes to the consolidated financial
statements
120 Report of the statutory auditors
OTHER INFORMATION
134 Information for investors and media
36 Address details
1
FINANCIAL STATEMENTS MEYER BURGER
TECHNOLOGY LTD
22
1
123
124
132
73
Balance sheet
Income statement
Notes to the financial statements
Report of the statutory auditors
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
in TCHF
Notes
31.12. 2014
31.12. 2013
4.x
Total assets
Current assets
Cash and cash equivalents
169 768
173 179
Trade receivables
1
39 545
27 802
Other receivables
2
21 471
19 976
Net receivables from construction contracts
3
409
233
Inventories
4
134 418
147 887
Prepaid expenses and accrued income
5
Total current assets
4 936
370 548
8 643
49.0%
377 719
48.2%
Long-term assets
Other long-term receivables
2
1 880
694
Property, plant and equipment
6
141 187
141 665
7
132 133
178 088
13
110 151
Intangible assets
Deferred tax assets
85 851
Total long-term assets
385 351
51.0%
406 298
51.8%
Total assets
755 899
100.0%
784 017
100.0%
Liabilities and equity
Liabilities
Current liabilities
Financial liabilities
8
Trade payables
Net liabilities from construction contracts
3
Customer prepayments
Other liabilities
Provisions
10
Accrued expenses and prepaid income
11
Total current liabilities
305
298
35 771
44 043
456
415
50 926
66 092
6 785
3 575
16 777
46 574
33 673
144 693
39 898
19.2%
200 894
25.6%
Non-current liabilities
8
Other liabilities
247 755
163 201
2 090
2 228
3 381
Provisions
10
3 667
Deferred tax liabilities
13
5 264
5 692
Total non-current liabilities
258 775
34.2%
174 502
22.3%
Total liabilities
403 468
53.4%
375 396
47.9%
Equity
Share capital
14
Capital reserves
Treasury shares
15
Reserve for share-based payments
Accumulated losses
Total equity excl. minority interests
Minority interests
4 495
4 236
760 642
667 079
–4 517
–3 523
4 127
3 652
–415 428
–269 310
349 318
46.2%
3 113
402 134
51.3%
6 487
Total equity incl. minority interests
352 431
46.6%
408 621
52.1%
Total liabilities and equity
755 899
100.0%
784 017
100.0%
The Notes starting on page 79 are an integral part of the consolidated financial statements.
74
CONSOLIDATED INCOME
STATEMENT
in TCHF
Notes
1.1.–31.12. 2014
1.1.–31.12. 2013
4.x
Net sales
17/18
315 846
19
9 137
10 814
Income
324 983
213 470
Changes in inventories of finished products and work in process
–12 784
–6 697
–195 066
–110 218
Other income
Cost of products and services
Capitalised services
6/7
Operating income after costs of products and services
16 357
133 490
Personnel expenses
20
–180 194
Operating expenses
21
–48 884
Earnings before interests, taxes, depreciation (EBITDA)
–95 588
Depreciation and impairment property, plant, equipment
6/7
Amortisation and impairment intangible assets
6/7
Earnings before interests and taxes (EBIT)
Financial result
Operating result
23
Earnings before taxes
Income taxes
Result
50.6 %
–117 294
–57.9 %
–27 346
–52 208
–51.2%
–196 848
–97.1 %
–14 052
–50.2%
–
–210 900
–104.1 %
–410
–50.2%
23 930
–134 708
102 544
–54 163
–30.3%
3 157
–158 638
24
100.0 %
–165 675
–45 848
–158 638
Non-operating result
202 655
5 989
42.3%
–20 360
–161 796
22
100.0%
–211 310
–104.3 %
48 493
–42.6%
–162 817
–80.3 %
Attributable to
Shareholders of Meyer Burger Ltd
Minority interests
–132 736
–158 827
–1 972
–3 990
Earnings per share in CHF
Basic earnings per share
26
–1.50
–2.26
Diluted earnings per share
26
–1.50
–2.26
75
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
in TCHF
Attributable to shareholders of Meyer Burger Technology Ltd
Share capital
Capital reserves
2 407
512 156
Result
–
–
Currency translation differences recognized in reporting period
–
–
1 829
145 871
Equity as at 1.1.2013
Capital increases
Purchase of Roth & Rau shares after change in control
–
882
Sale of treasury shares
–
–1 555
Share-based payments
–
–
Issuance of shares for employees
–
–
Transfer of shares for employees to the plan participants after vesting period
–
–
Reclassification
–
9 726
4 236
667 079
Result
–
–
Currency translation differences recognized in reporting period
–
–
259
77 613
Issuance of convertible bond
–
12 103
–
75
–
–
Issuance of shares for employees
–
–
Transfer of shares for employees to the plan participants after vesting period
–
–
Reclassification
–
2 687
4 495
760 642
Capital increases
1 086
Purchase of Roth & Rau shares after change in control
76
Attributable to shareholders of Meyer Burger Technology Ltd
Treasury shares
Reserve
for share-based
payments
Currency
translation
differences
–7 384
10 642
–5 432
–
–
–
–
–
–
Offset goodwill
Other retained
earnings
Accumulated
losses
Total equity
excl. minority
interests
Minority
interests
Total equity
incl. minority
interests
–244 858
136 097
–114 194
403 626
12 518
416 144
–
–
–158 827
–158 827
–158 827
–3 990
–162 817
4 357
–
–
4 357
4 357
–124
4 233
–
–
–
147 699
–
147 699
–1 681
–
–
–
–
–646
–646
236
–1 917
5 353
–
–
–
–
–
3 798
–
3 798
–
2 737
–
–
–
–
2 737
–
2 737
–2 593
–
–
–
–
–
–2 593
–
–2 593
1 102
–
–
–
–
–
1 102
–
1 102
–
–9 726
–
–
–
–
–
–
–
–3 523
3 652
–1 075
–244 858
–23 376
–269 309
402 134
6 487
408 621
–
–
–
–
–132 736
–132 736
–132 736
–1 972
–134 708
–
–
–9 561
–
–
–9 561
–9 561
–101
–9 662
–
–
–
–
–
–
77 872
–
77 872
–
–
–
–
–3 820
–3 820
–2 735
–1 301
–4 036
12 103
–
–
–
–
–
–
12 103
–
425
–
–
–
–
–
500
–
500
–
4 259
–
–
–
–
4 259
–
4 259
–2 517
–2 517
–
–
–
–
–
–2 517
–
1 098
–1 098
–
–
–
–
–
–
–
–
–2 687
–
–
–
–
–
–
–
–4 517
4 127
–10 637
–244 858
–159 934
– 415 428
349 318
3 113
352 431
77
CONSOLIDATED
CASH FLOW STATEMENT
in TCHF
Notes
1.1.–31.12. 2014
1.1.–31.12.2013
4x
Result
Depreciation and amortisation
Impairment / reversal of impairment on long-term assets
Gain / loss from sale of property, plant, equipment and intangible assets
Deferred income taxes
–134 708
–162 817
6/7
65 276
73 030
6
931
6 523
19/21
–473
–795
24
–22 100
–48 788
Decrease (+) / increase (–) in other (long-term) assets
–1 081
–846
10
285
–18 409
–163
182
Decrease (+) / increase (–) in trade receivables
1
–10 760
8 877
Decrease (+) / increase (–) in net assets from construction contracts
3
–183
640
Decrease (+) / increase (–) in inventories
4
14 460
30 045
Increase (+) / decrease (–) in (non-current) provisions
Increase (+) / decrease (–) in other (non-current) liabilities
Decrease (+) / increase (–) in other receivables and accruals
Increase (+) / decrease (–) in (current) provisions
2/5
2 288
14 632
10
–29 590
–27 117
Increase (+) / decrease (–) in trade payables
Increase (+) / decrease (–) in customer prepayments
Increase (+) / decrease (–) in other (current) liabilities
and accrued expenses and prepaid income
Other non-cash related changes
Cash flow from operating activities (operative cash flow)
–8 571
12 546
–14 967
3 788
–2 947
–31 340
–10 508
9 429
–152 810
–130 419
Investments in property, plant and equipment
6
–20 251
–11 896
Sale of property, plant and equipment
6
1 925
5 095
Sale of investment properties
Investments in intangible assets
7
Sale of fully consolidated companies net of cash
Cash flow from investing activities
Capital increases (incl. premium)
Issuance of convertible bond
Purchase of shares of Roth & Rau AG after change in control
Repayment of (current) financial liabilities
Issuance of (non-current) financial liabilities
Cash flow from financing activities
Change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Currency translation differences on cash and cash equivalents
Cash and cash equivalents at end of period
8
–
170
–753
–960
212
124
–18 867
–7 467
75 557
144 838
97 160
–
–4 036
–2 028
495
3 786
–1 290
–546
–
30 000
167 886
176 050
–3 791
38 165
173 179
134 503
379
511
169 768
173 179
78
NOTES TO THE CONSOLIDATED
1
GENERAL INFORMATION
Meyer Burger Technology Ltd is a public limited company constituted in accordance with Swiss law. The
address of the company’s registered office is: Schorenstrasse 39, 3645 Gwatt/Thun, Switzerland. Meyer Burger
Technology Ltd registered shares (ticker: MBTN) are listed on the SIX Swiss Exchange in Zurich. The fiscal year
of Meyer Burger Technology Ltd runs from 1 January to 31 December. These consolidated financial statements
were approved for publication by the Board of Directors on 20 March 2015. They will be submitted for approval
at the Annual General Meeting to be held on 29 April 2015.
The Group currency (reporting currency) is the Swiss franc (CHF). The consolidated statements are shown in
thousands of Swiss francs.
2
SIGNIFICANT ACCOUNTING AND VALUATION POLICIES
The significant accounting policies employed in the preparation of these consolidated financial statements are
described below. The policies described have been applied consistently to the reporting periods presented
unless specifically stated to the contrary.
2.1
Basis of accounting policies
The consolidated half-year and annual financial statements have been prepared in accordance with the complete
standards of Swiss GAAP FER and give a true and fair view of the net assets, financial position and results of
operations. Swiss GAAP FER 31 has not been applied ahead of time. The provisions of SIX Swiss Exchange’s
listing regulations and Swiss company law have also been complied with.
2.2
Principles of consolidation
Group companies are all companies in which Meyer Burger Technology Ltd either directly or indirectly holds
more than half of the voting rights or in which it has control in another form. New Group companies are fully
consolidated from the time at which control of the company is transferred to Meyer Burger. They are deconsoli
dated at the point in time at which control ceases.
Assets and liabilities as well as income and expenses of these companies are fully consolidated. The shares of
net assets and net profit or loss attributable to non-controlling interests are presented separately in the consoli
dated balance sheet and income statement. All material intragroup transactions, balances, and unrealised
profits and losses resulting from intragroup transactions are eliminated.
Preparation of the consolidated financial statements requires that management make estimates and assumptions that could affect the reported amounts of income and expenses, assets and liabilities and contingent
liabilities at the time of the accounts being prepared. If such estimates and assumptions, which were made to
the best of management’s knowledge at the time of the accounts being prepared, deviate from actual events,
the original estimates and assumptions are updated accordingly in the reporting period in which the altered circumstances arise. Management has made no new assumptions and estimates in these consolidated financial
statements compared with the consolidated financial statements as at 31 December 2013.
These consolidated financial statements are published in German and English. The German original version is
the binding version.
79
2.3 Scope of consolidation
Consolidated companies (active)
Participation 1
Company
Registered office
AIS Automation Dresden GmbH
Dresden, Germany
EUR
51 000
95.38 %
93.56 %
Diamond Materials Tech, Inc.
Colorado Springs, USA
USD
100
100.00 %
100.00 %
Hennecke Systems GmbH
Zulpich, Germany
EUR
25 000
100.00 %
100.00 %
MB Services Co. Ltd
Zhubei City, Taiwan
TWD
5 000 000
100.00 %
100.00 %
MB Services Pte. Ltd
Singapore, Singapore
SGD
1
100.00 %
100.00 %
MB Systems Co. Ltd
Seoul, Korea
KRW
50 000 000
100.00 %
100.00 %
MBT Systems GmbH
Zulpich, Germany
EUR
25 000
100.00 %
100.00 %
MBT Systems Ltd
Hillsboro, USA
USD
1
100.00 %
100.00 %
Meyer Burger Ltd
Thun, Switzerland
CHF
500 000
100.00 %
100.00 %
Meyer Burger Global Ltd
Thun, Switzerland
CHF
500 000
100.00 %
100.00 %
Meyer Burger GmbH
Zulpich, Germany
EUR
25 000
100.00 %
100.00 %
Meyer Burger India Private Ltd
Pune, India
INR
18 552 930
99.19 %
99.19 %
Meyer Burger Kabushiki Kaisha
Tokyo, Japan
JPY
10 000 000
100.00 %
100.00 %
Meyer Burger Research Ltd 2
Hauterive, Switzerland
Meyer Burger Systems (Shanghai) Co. Ltd 3 Shanghai, China
31.12.14
31.12.13
CHF
100 000
95.38 %
93.56 %
CNY
37 460 922
100.00 %
100.00 %
CHF
4 494 567
100.00 %
100.00 %
Meyer Burger Trading (Shanghai) Co. Ltd Shanghai, China
CNY
1 655 400
100.00 %
100.00 %
Muegge GmbH
Reichelsheim, Germany
EUR
400 000
95.38 %
93.56 %
Pasan SA
Neuenburg, Switzerland
CHF
102 000
100.00 %
100.00 %
Roth & Rau AG
Hohenstein-Ernstthal, Germany
EUR
16 207 045
95.38 %
93.56 %
Roth & Rau B.V.
Eindhoven, Netherlands
EUR
18 200
95.38 %
93.56 %
Roth & Rau Ortner GmbH
Dresden, Germany
EUR
305 000
95.38 %
93.56 %
Roth & Rau Ortner Malaysia Sdn. Bhd.
Cyberjaya, Malaysia
MYR
100 000
100.00 %
100.00 %
Roth & Rau Ortner USA, Inc.
Sandy, USA
USD
50 000
95.38 %
93.56 %
Somont GmbH (previously AMB) 4
Umkirch, Germany
EUR
30 000
100.00 %
100.00 %
1
2
3
4
80
Thun, Switzerland
Currency Nominal value
The share of equity corresponds to the share of voting rights.
R
oth & Rau Research AG was renamed Meyer Burger Research Ltd in fiscal year 2014.
A
capital increase of CNY 30,644,862 took place at Meyer Burger Systems (Shanghai) Co. Ltd in the reporting year.
A
MB Apparate + Maschinenbau GmbH was merged with Somont GmbH. Following the merger, the company was renamed Somont GmbH
and the registered office was transferred to Umkirch.
Merged and liquidated companies
Participation 1
Company
Registered office
Meyer Burger Services GmbH
Somont GmbH
Roth & Rau Singapore Pte. Ltd
1
Currency
Nominal value
31.12.14
31.12.13
Hohenossig, Germany
EUR
25 000
–
100.00%
Umkirch, Germany
EUR
25 000
–
100.00%
EUR
5 315
–
93.56%
Currency
Nominal value
31.12.14
Discontinued companies 2
Participation 1
Company
Registered office
Roth & Rau India Pvt. Ltd.
Mumbay, India
INR
926 200
95.38 %
93.56 %
Roth & Rau USA Inc.
San José, USA
USD
100
95.38 %
93.56 %
Solar Holding Inc.
City of Wilmington, USA
USD
100
95.38 %
93.56 %
1
2
31.12.13
As a consequence of the consolidation of the sales and service companies of Roth & Rau with Meyer Burger companies and to further
simplify the group structure, these companies will be liquidated or merged in the course of the next few months.
Associated companies
Participation 1
Company
Registered office
Cober Muegge LLC 2
Norwalk, USA
1
2
81
Currency
Nominal value
31.12.14
31.12.13
USD
244 006
–
–
Cober Muegge LLC was sold in fiscal year 2013. A loss of TCHF 61 resulted from this sale.
2.4
Foreign currency translation of financial statements of subsidiaries
in foreign currencies
Individual Group companies compile their financial statements in the local currency (functional currency).
Assets and liabilities in balance sheets prepared in foreign currencies are translated into Swiss francs at the
closing rate. Equity is translated at the historical rate and income, expenses and cash flows at the average rate
for the year. Foreign currency translation differences arising from application of this method are offset against
retained earnings or accumulated losses without affecting the income statement.
Other translation differences including those from foreign currency transactions in operating activities are recognised in the income statement.
Intercompany loans are recognised as liabilities so long as future positive cash flows are expected and no
decision has been taken to convert them into equity or into debt waivers.
The following translation rates into Swiss francs were used during the year under review:
Balance sheet
Income statement
Unit
2014
2013
2014
2013
Euro (EUR)
1
1.2029
1.2259
1.2146
1.2307
US Dollar (USD)
1
0.9896
0.8905
0.9152
0.9270
Chinese Yuan Renminbi (CNY)
100
16.1210
14.5740
14.8915
14.9650
Japanese Yen (JPY)
100
0.8251
0.8463
0.8655
0.9515
1
0.8073
0.7903
0.8251
0.8977
Hong Kong Dollar (HKD)
100
12.7570
11.4840
11.8015
11.9505
Indian Rupee (INR)
100
1.5560
1.4420
1.5010
1.5925
South-Korean Won (KRW)
100
0.0902
0.0847
0.0870
0.0845
Malaysian Ringgit (MYR)
100
28.2900
27.0560
27.9700
29.4635
Norwegian Kroner (NOK)
100
13.3080
14.5550
14.5440
15.7885
1
0.7480
0.7022
0.7222
0.7410
100
3.1170
2.9690
3.0170
3.1220
Australian Dollar (AUD)
Singapore Dollar (SGD)
Taiwan Dollar (TWD)
2.5
Cash and cash equivalents include all cash, postal and bank account balances, cheques and bills receivable as
well as time deposits with an original maturity of up to 90 days.
Cash and cash equivalents are reported at their nominal value.
82
2.6
Trade receivables
In most cases, Meyer Burger produces machines for its customers after the customers have made a prepayment. At the time of delivery to the customers, these prepayments account for around 70%–80% of the contract
value. When the project is completed, with final acceptance by the customer at its premises, the prepayments
are offset and only the final payment due is included in the balance sheet as a trade receivable. Consequently,
the trade receivables in the balance sheet only include the residual receivable not covered by the prepayment
that has already been made. Prepayments are not generally made for services, with the result that the receivables relating to services cover the full contract value.
Trade receivables are measured at the nominal value less allowances. Individual allowances are used in all cases
based on the specific debtor risks in addition to other known risks. An allowance can also be made on a port
folio basis where this is deemed appropriate on the basis of historical experience. In such cases, the risk pattern
is regularly assessed and adjusted where necessary.
Changes to allowances for doubtful receivables as well as real losses due to bad debts are shown in Other operating expenses.
2.7
Other current receivables
This item includes all other receivables that do not arise from trade (e.g. VAT credits, withholding tax credits,
receivables from social security, etc.). Also included in this item are prepayments to suppliers. In addition, the
positive replacement values of derivative financial instruments used for hedging are recognised here.
Other receivables are measured at the nominal value less allowances. Subsequent measurement is at amortised cost less allowances.
2.8Inventories
Depending on the stage of completion of the individual products and their purpose, inventories are broken down
into raw materials, purchased parts and goods for resale, goods in consignment, semi-finished goods and work
in progress, finished goods and machines before acceptance. Machines before acceptance are recognised
from the delivery of the machine to the time of final acceptance by the customer.
Raw materials, purchased parts, goods for resale and goods in consignment are measured at weighted average cost or net realisable value, if lower. Semi-finished goods, work in progress, finished goods and machines
before acceptance are measured at cost of production or net realisable value, if lower. Discounts for cash are
treated as reductions in purchase price. Net realisable value is the estimated selling price less direct costs to
sell and, where applicable, costs of completion.
Allowances are made for overly high levels of inventories that in all probability cannot be sold, for inventories
where there is no or virtually no inventory turnover, and for damaged and unsellable inventories.
Customer prepayments directly attributable to a machine or an order and for which no claims to refunds exist
are recognised as deductions in inventories, but only up to the amount of the recognised value of the goods.
83
2.9
Construction contracts
Construction contracts are contracts for the construction of customer-specific assets or groups of assets which
normally extend over several months.
Construction contracts are measured using the percentage-of-completion (PoC) method where these contracts
have a significant impact on total sales or income. The degree of completion is calculated individually for each
construction contract and is equal to the ratio of costs incurred on the order up to the reporting date to the total
costs estimated at that date. Accrued costs and realised net income calculated on the basis of the percentage
of completion are recognised in the income statement.
If the earnings relating to a construction contract can be reliably estimated, the proportion of profit is realised.
If the earnings cannot yet be reliably estimated, sales are recognised in the amount of the costs already incurred.
In the balance sheet, the accrued costs plus the proportion of profit (if this can be reliably estimated) minus customer prepayments are shown as net assets or net liabilities from construction contracts.
2.10
Investments in associated companies
An investment in an associated company is normally said to exist when between 20% and 50% of the voting
rights are held. Nonetheless, it is also possible that a holding of less than 20% of the voting rights can represent an investment in an associated company, if the investor is able to exercise significant influence.
Investments in associated companies are recorded using the equity method. Upon initial recognition of an
investment in an associated company, the acquired investment is carried at cost. The investment in the associated company is adjusted thereafter for post-acquisition changes in the investor’s share of the net assets.
2.11
Property, plant and equipment include land, property used for operational purposes, facilities, machinery, IT and
vehicles, as well as plant and equipment under construction.
Property, plant and equipment are measured at their purchase price or construction costs less accumulated
depreciation and accumulated impairment losses.
Depreciation is generally carried out using the straight-line method over the following expected useful lives:
Useful life in years
Land
No depreciation
Properties used for operational purposes
10 –30
Facilities
5–20
Machinery
3–10
IT
3
Vehicles
4–8
Property, plant and equipment held solely for purposes of generating income (investment property) must be subsequently measured at the current value or cost less depreciation. Meyer Burger Group currently has no investment
property.
84
2.12
Intangible assets
Intangible assets relate in particular to goodwill, development costs, acquired software, patents, licenses and
intangible assets from acquisitions. Intangible assets from acquisitions include technologies, customer relationships, tradenames and order backlogs that have been recognised. If no customer relationships are recognised at
the time of the acquisition, they are not re-measured but are written off directly against equity (retained earnings)
as part of the goodwill.
Goodwill is offset directly against equity (retained earnings) at the time of the acquisition. In accordance with
Swiss GAAP FER rules, the effects of any theoretical capitalisation (purchase price, residual value, useful life,
amortisation) and impairments thereto are disclosed in the Notes as a shadow account. In the event of a sale,
any goodwill acquired which was written off against equity earlier must be taken into account in determining the
gain or loss taken to income.
Intangible assets from acquisitions (for example technology, brands) are measured at fair value at the time of
acquisition and then amortised using the straight-line method over the scheduled useful life of the asset.
Development costs are only capitalised if they relate to a project that is technically feasible, a future inflow of
benefits is probable and the costs can be reliably determined. Research costs are recognised as expenses.
Development costs and all other intangible assets are reported at their purchase price or construction costs less
cumulative amortisation and cumulative impairment charges.
Intangible assets from acquisitions are amortised over the following useful lives:
Useful life in years
Order backlog
1–2
Technologies
6 –10
Customer relationships
6 –10
Brands
6 –10
Intangible assets are amortised over their scheduled useful life using the straight-line method. Software is amortised over three years using the straight-line method. All other intangible assets are amortised over their expected
useful life, subject to a maximum of ten years.
85
2.13
Income taxes
Income taxes comprise current and deferred income taxes.
Current income taxes are the expected taxes payable on the taxable income for the year of the Group companies in question including any adjustment to taxes payable in respect of previous years. Current income taxes
are accrued in the year to which they relate and are recognised in accrued or prepaid expenses.
Deferred income taxes are recognised using the liability method on all temporary differences (valuation differences) between the tax bases of assets and liabilities and their carrying amounts in the financial statements
under Swiss GAAP FER. Deferred income taxes are measured at tax rates and under laws that have been enacted or substantively enacted by the balance sheet date and 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 are recognised to the extent that it is probable that future taxable profit will be available against which the temporary difference or a loss carry-forward can be utilised. Deferred income tax assets
are offset against deferred income tax liabilities provided they relate to the same entity.
2.14
Financial liabilities are divided into current and non-current depending on the time to maturity, and include in
particular liabilities to banks, straight bonds, convertible bonds, liabilities from finance leases, loans and mortgages.
The straight bond issue was initially recognised at fair value including transaction costs. Subsequent measurement is at amortised cost using the effective interest rate method.
The convertible bond issued was split into a debt component and an equity component upon first recognition
(bifurcation). The debt component was obtained by discounting the future coupon payments and the repayment
of the nominal amount at the maturity date by a discount rate appropriate to a comparable straight bond. This
discount rate is higher than the effective interest rate for the convertible bond since the latter includes a discount for the conversion right received. The equity component, in turn, reflects the conversion right for the bond.
The debt portion is measured at amortised cost using the effective interest rate method and an estimate is made
of the most probable date at which the option rights will be converted. The interest accrued on the nominal
amount of 100% of the convertible bond over this most probable term is recognised in the income statement.
The most probable term is reassessed annually.
Other financial liabilities are as a general rule carried at their fair value including transaction costs. Subsequent
measurement is at amortised cost using the effective interest rate method, which normally corresponds to the
principal amount.
Finance leases are discussed in Note 2.23.
86
2.15
Trade payables
Trade payables are recognised when a legal obligation to pay cash arises due to prior performance.
Trade payables are recognised at amortised cost, which is generally the nominal value.
2.16
A prepayment is a non-interest-bearing payment by a customer under an existing contract for construction and/
or delivery of products and services.
Customer prepayments are recognised at amortised cost, corresponding to the nominal value.
Customer prepayments directly attributable to a machine or a long-term construction contract are recognised
as deductions in inventories or in long-term construction contracts. These prepayments are only offset against
inventories up to the maximum amount of the value of the goods carried in the balance sheet or the long-term
construction contract.
Prepayments for which no manufacturing costs have yet been incurred for the production of machinery or prepayments that exceed the value of the manufacturing costs already incurred are reported in current liabilities.
2.17
Other liabilities
Other liabilities include non-interest-bearing liabilities, in particular VAT liabilities, liabilities for social security payments, current and non-current employee benefits (e.g. accrued paid annual leave and overtime, profit-sharing,
bonuses, etc.). In addition, the negative replacement values of derivative financial instruments used for hedging
are recognised here.
Other liabilities are normally measured at cost, which is generally the nominal value. Subsequent measurement
is at amortised cost, which is generally also the nominal value. Derivative financial instruments are measured at
their replacement value.
87
2.18
Provisions and contingent liabilities
Meyer Burger makes a distinction between the following categories of provisions: warranties, provisions for
restructurings, onerous contracts, litigation and other provisions.
Provisions are only created if there is a present obligation to third parties as a result of a past event, a reliable
estimate can be made of the amount of the obligation, and an outflow of resources is probable. If an obligation
cannot be estimated with sufficient reliability, it is shown as a contingent liability but not recognised in the balance sheet.
The amount of warranty provisions is determined from past historical data and the currently known warranty
risks. Provisions are made for onerous contracts if the unavoidable costs of meeting the contractual obligations
exceed the expected economic benefits.
Provisions are measured using the best estimate concept, i.e. the amount recognised as a liability is the best
estimate of the expenditure required to settle the present obligation on the balance sheet date. The amount of
provisions is reviewed for appropriateness at every balance sheet date. Non-current provisions are discounted.
2.19Equity
Equity includes share capital, capital reserves, treasury shares, the reserve for share-based payments, retained
earnings or accumulated losses and non-controlling interests.
Share capital is the nominal value of all outstanding shares.
Capital reserves contain payments by shareholders in excess of par. This is the premium, reduced by the e
xcess
value over par of cancelled treasury shares. Gains and losses realised on the sale of treasury shares are also
recognised directly in capital reserves. Additionally, reserves created for share-based payments are transferred
to capital reserves when the vesting period expires. Any difference between the purchase price and the acquired
non-controlling interest is also reported in capital reserves.
Treasury shares comprise shares in Meyer Burger Technology Ltd held by Meyer Burger Technology Ltd itself
or indirectly through a Group company. Treasury shares are recognised at cost and are not remeasured at the
end of a reporting period. Any gains or losses realised on the sale of treasury shares are transferred to capital
reserves.
The reserve for share-based payments includes the fair value of shares issued to the Executive Board, the Board
of Directors and key employees and recognised over the vesting period.
Retained earnings or accumulated losses are undistributed gains and losses of Meyer Burger Group, which are
freely available for the most part. They include the legal, statutory and free reserves. Goodwill arising from the
acquisition of a company is written off directly against retained earnings at the time of the acquisition. Foreign
currency translation differences from the translation of annual financial statements prepared by foreign subsidiaries are also recognised in retained earnings.
Non-controlling interests comprise that part of the equity of Group companies that is attributable directly or
indirectly to third-party shareholders.
88
2.20
Revenue recognition
Revenue corresponds to the fair value of the consideration received or receivable from the sale of goods and
services. Revenue is recognised net of sales or transaction taxes, deductions of credit notes, returns and discounts.
Appropriate provisions are created for expected warranty claims arising from the sale of goods and services.
Revenue is recognised when the amount of revenue can be measured with reliability and when it is probable
that the future economic benefits associated with the transaction will flow to the company and the following
specific criteria are fulfilled:
Net revenue from the sale of machinery is recognised after deduction of discounts at the time of the sale to the
customer, at the point when the risks and rewards of ownership of the product are transferred to the buyer. At
Meyer Burger net revenue from the sale of machinery is generally not posted and realised until a final acceptance test has been signed by the customer at the destination. Net revenue from long-term construction contracts is measured using the percentage-of-completion (PoC) method (see Note 2.9).
Net revenue from service agreements is recognised on the basis of the proportion of services performed by the
balance sheet date.
Net interest income is recognised using the effective interest rate method in the period to which it relates;
dividend income is recognised as soon as a legal right to payment is established.
2.21
A share-based payment is a transaction in which an entity receives or acquires goods or services as consideration for equity instruments of the entity or by incurring liabilities to the supplier of those goods or services
for amounts that are based on the price of the entity’s shares or other equity instruments of the entity. The accounting treatment for share-based payments depends on how the transaction is settled, namely whether it is
settled with equity instruments or with cash. Under the current share participation programme, Meyer Burger
Technology Ltd makes an individual offer to every plan participant in an offer letter stipulating the number of
conditional rights to purchase shares, the acquisition price per share, the payment conditions, the acceptance
period and the (optional) retention periods. The fair value at the time of the conditional rights, shares or options
being granted is recognised in personnel expenses at the time of being granted or, where appropriate, over
the vesting period.
2.22
Business combinations
Capital consolidation is carried out using the acquisition method. For the first-time consolidation the acquired
identifiable assets and the assumed liabilities of an acquired company are measured at fair value. The goodwill is
calculated at the time of control being assumed as the difference between the acquisition costs (measured at fair
value) and the net amount of the acquired assets. Goodwill amounts in foreign currencies are translated on the
respective balance sheet dates using the exchange rate on the balance sheet date. Goodwill is written off directly
against equity (retained earnings) at the time of the acquisition. In accordance with Swiss GAAP FER rules, the
effects of any theoretical capitalisation (purchase price, residual value, useful life, amortisation) and impairments
thereto are disclosed in the Notes as a shadow account.
89
2.23Leases
A fundamental distinction is made between finance leases and operating leases. Meyer Burger Group does not
have any financial leases. It only has operating leases. Operating leases are treated in the same way as normal
rents, i.e. the resultant payments are recognised as an expense.
2.24
Impairment of non-financial assets
Assets must be tested for impairment at every balance sheet date. This test is carried out on the basis of indications that individual assets may be affected by such an impairment. If such indications exist, the recoverable
amount must be determined.
The same method is applied to reversals of impairments as to identifying impairments, i.e. a review is carried
out on each reporting date to assess whether there are indications that a reversal has occurred. If this is the
case, the amount of the reversal (the difference between the recoverable amount and the maximum carrying
amount excluding the original impairment) must be determined and the impairment reversed accordingly.
2.25
Pension plans
Meyer Burger Group has joined a collective insurance foundation providing comprehensive insurance for its
pension plans in Switzerland. The foreign Group companies have country-specific pension plans. The commitments do not lie with these local companies, but with the pension insurers. Meyer Burger Group therefore has
no economic obligation arising from pension solutions that has to be recognised in the balance sheet.
3
RISK MANAGEMENT
In its capacity as an international group, Meyer Burger Group is exposed to various financial and non-financial
risks that are inextricably linked to its business activities. In the broadest sense, the risks are defined as the
threat that it might not be possible for the Group to achieve its financial, operational or strategic aims as
planned. In order to secure the Group’s long-term corporate success, it is therefore crucial that risks are identified effectively, analysed and either eliminated or limited by means of suitable measures.
Clearly defined management information and control systems are used to measure, monitor and control the
risks to which Meyer Burger is exposed. Detailed reports are prepared on a half-yearly basis, and the Board of
Directors is briefed accordingly. In 2014, the Board of Directors discussed the risk portfolio at two Board meetings.
For the purposes of guaranteeing effective risk management, transparency and the aggregation of risks in risk
reporting, Meyer Burger has opted for a uniform and integrated approach to corporate risk management across
the Group as a whole.
As part of the risk assessment process, the probability of occurrence and the extent of the loss are considered.
Meyer Burger uses both quantitative and qualitative methods for this process, applying these on a uniform basis
across the Group as a whole and thereby enabling risk assessments to be compared across different areas of
the company. Based on the results for probability of occurrence and expected implications, a clear risk assessment matrix is drawn up.
90
3.1
Foreign currency risks
Meyer Burger Group is exposed in particular to exchange rate fluctuations through operating expenses and
loans denominated in a currency other than the local currency (functional currency) of the Group companies
concerned. The extent of the risk posed by revenue denominated in a foreign currency is lower. At a consolidated level, the Group is also exposed to exchange rate fluctuations between the Swiss franc and the respective local currencies of the Group companies. The major foreign currencies relevant to Meyer Burger Group are
the Euro, the US Dollar and the Chinese Yuan Renminbi.
Meyer Burger Group uses forward currency contracts to hedge against exchange rate risks. Most of the hedge
transactions have a term of up to 12 months. Foreign exchange rate risks relating to the carrying amount of the
net investment in a foreign entity or to the conversion of results posted by foreign entities are not hedged.
3.2
Interest rate risks
Meyer Burger Group faces an interest rate risk from fluctuations in interest rates on the capital market. Cash
and cash equivalents as well as liabilities from the use of syndicated bank loans are particularly exposed to the
risk of fluctuating interest levels, with a potential related impact on cash flow. The other non-current financial
liabilities are mainly subject to fixed rates of interest. Meyer Burger Group actively manages its interest rate risks.
Its main goal lies in limiting the volatility of planned cash flows.
3.3
Other price risks
Meyer Burger Group does not currently hold any financial instruments with equity character and is therefore not
exposed to any related price risks. A commodity is a physical substance, generally a basic resource such as
iron ore, nickel, aluminium, copper or other metals, crude oil, natural gas, coal, etc. Basically, Meyer Burger is
only exposed to fluctuations in commodity prices indirectly, through the products it acquires. The actual price
risk is caused by the time difference between cost rises implemented by suppliers as their raw material prices
increase and the opportunity for Group companies to increase their prices. Each Group company is responsible
for identifying and quantifying its commodity price risks. Meyer Burger Group did not trade in any such
derivatives during the 2014 and 2013 financial years.
91
3.4
Credit risks
Meyer Burger Group is exposed through its operating activities to various credit risks. The Group has guidelines
in place to ensure that products and services are only sold to customers with a good credit rating. Outstanding debts are also permanently monitored as part of ongoing operations. Due account is taken of credit risks in
relation to trade receivables and prepayments by means of individual value adjustments and flat-rate value adjustments. Default risks are minimised wherever possible by customer prepayments and credit commitments
from banks. The Group’s counterparties in securities transactions, derivative financial instruments and financial
investments are carefully selected financial institutions with a minimum rating of A-, which are constantly monitored within defined limits. For significant short-term financial investments maturing in less than six months, the
company ensures that the counterparty has a rating of A-1. This guideline ensures that the credit risk from
financial institutions is properly monitored. The limits for banks are constantly monitored and re-allocated if necessary.
With regard to the financial assets that were neither impaired nor in arrears as at the balance sheet date, there
are no signs that the debtors concerned will be unable to meet their payment obligations. Considering their
credit ratings, Meyer Burger Group does not expect to incur any losses on account of non-performance of contracts.
3.5
Liquidity risks
Liquidity risk is the risk that Meyer Burger Group might be unable to meet its financial obligations as and when
they fall due. The availability of sufficient liquidity is monitored permanently and reported weekly to the management and monthly to the Board of Directors.
In the first half of 2014, liquidity was strengthened by a capital increase out of authorised share capital of about
CHF 76 million. In addition, on 17 September 2014, Meyer Burger Technology Ltd issued an unsecured convertible bond in the amount of CHF 100 million, maturing in 2020 and with an investor put option in 2018. After
deduction of transaction costs, Meyer Burger Group raised CHF 97.2 million from this convertible bond.
The CHF 150 million loan agreement concluded in April 2011 with several Swiss financial institutions in order to
fund acquisitions and working capital was due to expire in April 2015. Negotiations to extend the agreement
were therefore initiated in December and successfully completed in the first quarter of 2015 for the end of April
2017. The renegotiated loan facility was changed as proposed by the company to suit its needs and amounts
to a guarantee limit of CHF 90 million.
In addition to this negotiated guarantee line of CHF 90 million, Meyer Burger Ltd successfully extended the
agreement on a loan secured by mortgage certificates of CHF 30 million with the same banking syndicate up
to the end of April 2017.
The cash outflow from operating activities was significantly reduced in the second half of 2014 due to the
increase in incoming orders during the reporting year and various optimisation and consolidation programmes.
Compared to CHF –98.7 million in the first half of 2014, the cash outflow from operating activities was reduced
by 45% to CHF –54.1 million during the second half 2014. From a current perspective, management and the
Board of Directors assume that, as a result of the available cash and cash equivalents of around CHF 170 million, the optimised cost base, expected customer prepayments on new orders and the extension of the loan
secured by mortgage certificates, the Group’s liquidity situation is secure for the foreseeable future.
92
4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4.1
Trade receivables
in TCHF
31.12. 2014
Trade receivables (gross)
Allowances
Trade receivables
31.12. 2013
57 188
61 475
–17 643
–33 673
39 545
27 802
Meyer Burger Group has not pledged any receivables to third parties as collateral. The maximum credit risk for
Meyer Burger Group corresponds in every case to the carrying amount of the receivables recognised.
The allowances consist almost entirely of individual allowances relating to a small number of customers, which
were estimated on the basis of these customers’ solvency. The flat-rate value adjustments, at TCHF 102 (2013:
TCHF 348), accounted for a very small part of the allowances. The flat-rate value adjustment on receivables is
based on historical data.
Around CHF 14.4 million of adjusted receivables were totally written off in 2014 (2013: CHF 14.7 million). This
accounts for the majority of the CHF 16.0 million reduction in allowances.
Receivables from related parties are disclosed separately in Note 4.31.
4.2
Other receivables
in TCHF
31.12. 2014
31.12. 2013
Prepayments to suppliers
11 311
10 221
Other receivables
13 210
11 618
Allowances
–1 169
–1 169
Other receivables
23 352
20 670
Thereof long-term
1 880
694
31.12. 2014
31.12. 2013
4.3
in TCHF
Work in process
2 273
8 465
–2 319
–8 647
– 47
–182
409
233
Net liabilities from construction contracts
456
415
274
3 234
Net construction contracts
thereof
Additional information
Income from the PoC method (income statement)
93
4.4Inventories
in TCHF
Raw materials, purchased parts
31.12. 2014
31.12. 2013
124 377
123 202
385
1 247
Semi-finished goods
73 504
92 675
Finished goods
48 009
33 580
Machines before acceptance
56 520
53 375
–55 389
– 40 707
–112 987
–115 484
134 418
147 887
Goods in consignment
Value adjustment inventories
Inventories
Value adjustments are made for overly high levels of inventories that in all probability cannot be sold, for inventories where there is no or virtually no inventory turnover, and for damaged and unsellable inventories.
Value adjustments on inventories fell by around CHF 2.5 million in total.
Firstly, value adjustments of around CHF 12.3 million were released at Roth & Rau AG. This essentially related
to the scrapping of raw materials for an older generation of machines which has largely been replaced by a new
generation. In addition, value adjustments of around CHF 19.4 million were released at Meyer Burger Ltd. This
is mainly attributable to the sale at net book value of an older generation of wire saws whose value had already
been impaired in previous years. Neither the release at Roth & Rau AG nor that at Meyer Burger Ltd had a
material effect on the net result for the year.
Counterbalancing the release of these value adjustments, which resulted neither in profit nor loss, are new value
adjustments of around CHF 20 million for materials intended for a customer, GT Advanced Technologies Inc. At
the end of 2013, Meyer Burger was awarded a major contract by its customer GT Advanced Technologies Inc.
for the supply of diamond wire saws and diamond wire materials for cutting sapphire blocks. Wire saws were
built and spare parts and raw materials for the production of diamond wire were purchased for this order. GT
Advanced Technologies Inc. announced in October 2014 that it had filed for protection under Chapter 11 of the
US Bankruptcy Code. An impairment had to recognised on the value of the production materials (machinery
and raw materials) intended for this customer because GT Advanced Technologies Inc. had filed for Chapter 11
and ceased production. This accounts for most of the new value adjustments in the year 2014. The amount was
recognised through profit and loss. The bankruptcy proceedings at GTAT are ongoing and Meyer Burger is in
extensive negotiations with GTAT to define the amount that Meyer Burger is owed by GTAT.
4.5
in TCHF
Prepaid expenses
Tax receivables
94
31.12. 2014
31.12. 2013
4 917
8 563
19
80
4 936
8 643
4.6
Assets
under
Investment
properties construction
Land and
buildings
Facilities
Machines
IT
Vehicles
78 299
30 545
84 540
2 323
1 467
635
15 332
–
–
–
–
–
–
–
–
Increase
239
759
5 468
118
35
–
813
7 432
Capitalisation
340
111
621
–
–
–
4 414
5 486
in TCHF
Total
Purchase price
Balance as of 1.1.2013
Changes in scope of consolidation
213 141
Reclassification within property, plant and
equipment
1 694
655
9 711
81
5
–
–12 146
–
Disposal
–775
–1 321
–33 189
–70
–37
– 652
–2 049
–38 093
Currency translation differences
Increase
Capitalisation
Reclassification within property,
plant and equipment
Disposal
489
257
68
–4
–7
17
112
932
80 285
31 005
67 220
2 448
1 464
–
6 475
188 898
–
–
–
–
–
–
–
–
348
404
1 648
598
52
–
897
3 946
–
45
6 412
–
–
–
9 722
16 179
132
– 45
8 884
13
28
–
–9 012
–
–183
–1 465
– 6 650
–722
– 67
–
–177
–9 263
–317
–202
2 292
10
14
–
224
2 021
80 266
29 742
79 806
2 348
1 492
–
8 128
201 783
–3 552
–8 327
–35 102
–974
–703
–39
–
– 48 696
–
–
–
–
–
–
–
–
–3 149
–3 969
–12 955
–564
–170
–14
–
–20 822
Impairment
–
–207
– 6 381
–
–1
–
–907
–7 495
Reversal of impairment
–
–
972
–
–
–
–
972
Cumulative depreciations and impairments
Ordinary depreciation
plant and equipment
Disposal
Impairment
plant and equipment
Disposal
–
–139
172
–34
–
–
–
–
697
1 279
26 908
67
29
59
–
29 040
–35
–155
–81
4
6
–7
36
–231
– 6 038
–11 517
–26 467
–1 501
–838
–
–872
– 47 233
–
–
–
–
–
–
–
–
–3 397
–3 312
–11 958
– 601
–160
–
–
–19 428
–
–36
–877
–
–18
–
–
–931
–
26
–896
–
–26
–
896
–
114
1 383
5 667
579
67
–
–
7 810
– 42
168
–898
–10
–10
–
–24
–814
–9 363
–13 286
–35 430
–1 532
–985
–
–
– 60 596
01.01.2013
74 747
22 217
49 437
1 349
765
596
15 332
164 443
31.12.2013
74 247
19 488
40 753
947
626
–
5 604
141 665
31.12.2014
70 904
16 456
44 376
816
507
–
8 128
141 187
Net book value
Thereof finance leasing
01.01.2013
–
–
–
–
–
–
–
–
31.12. 2013
–
–
–
–
–
–
–
–
31.12.2014
–
–
–
–
–
–
–
–
95
Most of the CHF 0.9 million of impairments on machinery in 2014 relates to technologically obsolete production
systems that had not yet been fully written off.
Increases and capitalisation in 2014 mainly consist of investments in renewals and the capitalisation of self-constructed test machinery as well as investments in the expansion of production capacity at Diamond Materials
Technology Inc.
A loan secured by mortgage certificates of CHF 30 million for the building in Thun was concluded with a banking syndicate on 7 March 2013. The funds were drawn in the first quarter of 2013. In this connection, mortgage
notes of CHF 33 million were raised on this building and pledged to the banking syndicate. The company
successfully extended the agreement with the banking syndicate for another two years to April 2017 in the first
quarter of 2015.
Capital expenditure commitments for the acquisition of property, plant and equipment are disclosed in Note 4.27.
96
4.7
Intangible assets
in TCHF
Technology Tradename
Customer
relationships
Capitalised
services
Other
intangible
assets
Total
363 611
Purchase price
261 025
63 510
10 664
505
27 907
–
–
–
–
–
–
Increase
–
–
–
–
457
457
–
–
–
503
–
503
–7 225
–
–1 488
–32
– 445
–9 190
Capitalisation
Disposal
1 858
618
167
8
191
2 843
255 658
64 128
9 343
985
28 110
358 225
–
–
–
–
–
–
Increase
–
–
–
–
575
575
Capitalisation
–
–
–
178
–
178
Disposal
–
–
–
–
– 4 379
– 4 379
775
–595
–175
–16
–137
–149
256 433
63 533
9 168
1 147
24 170
354 451
–106 823
–12 635
–2 764
– 64
–14 196
–136 482
–
–
–
–
–
–
–39 509
– 6 457
–938
–53
–5 252
–52 208
9 184
Cumulative depreciations and impairments
Disposal
7 225
–
1 488
32
439
– 439
–71
– 44
–7
–71
– 631
–139 546
–19 162
–2 258
–92
–19 080
–180 138
Disposal
–
–
–
–
–
–
–33 870
– 6 393
–926
–54
– 4 605
– 45 848
4 167
–
–
–
–
4 167
–781
169
51
–
62
– 499
–174 197
–25 386
–3 132
–145
–19 456
–222 318
01.01.2013
154 202
50 875
7 900
441
13 710
227 129
31.12. 2013
116 112
44 966
7 085
893
9 030
178 087
31.12.2014
82 236
38 146
6 035
1 002
4 714
132 133
–
Net book value
Thereof finance leasing
97
01.01.2013
–
–
–
–
–
31.12. 2013
–
–
–
–
–
–
31.12.2014
–
–
–
–
–
–
The intangible assets mostly stem from company acquisitions in earlier years and were therefore purchased.
Internally developed intangible assets of TCHF 1,002 (2013: TCHF 893) relate to development costs while TCHF
1,032 (2013: TCHF 1,056) relate to services in connection with the introduction of SAP at various subsidiaries.
Internally developed intangible assets therefore total TCHF 2,034 (2013: TCHF 1,949).
Capital expenditure commitments for the acquisition of intangible assets are disclosed in Note 4.24.
Under Swiss GAAP FER, goodwill is offset directly against equity (retained earnings) at the time of the acquisition. The effect on equity and income of a theoretical capitalisation of goodwill and amortisation on a straight
line over 5 years is shown in the following overview:
Goodwill offset against shareholders’ equity
in TCHF
2014
2013
Purchase price
Balance as of 1.1.
330 111
327 457
Increase
–
–
Disposal
–
–
–1 350
2 654
328 761
330 111
–277 008
–230 366
– 42 000
– 44 784
Impairment
–
–
Disposal
–
–
1 318
–1 859
–317 690
–277 008
11 071
53 104
352 431
408 621
Balance as of 31.12.
Cumulative amortisation
Balance as of 1.1.
Amortisation
Balance as of 31.12.
Theoretical net book value 31.12.
Equity according to the balance sheet incl. minority interests
Theoretical capitalisation of goodwill (net book value)
11 071
53 104
Theoretical equity incl. net book value of goodwill and incl. minority interests
363 501
461 725
Equity according to the balance sheet incl. minority interests
352 431
408 621
46.6%
52.1 %
363 501
461 725
47.4%
55.2 %
–134 708
–162 817
– 42 000
– 44 784
–176 708
–207 601
Equity ratio
Theoretical equity incl. net book value of goodwill and incl. minority interests
Theoretical equity ratio incl. net book value of goodwill and incl. minority interests
Result according to the income statement incl. minority interests
Theoretical goodwill amortisation
Theoretical result incl. minority interests and goodwill amortisation
98
4.8
in TCHF
Liabilities towards banks
Short-term portion of long-term liabilities
Other short-term financial liabilities
31.12. 2014
31.12. 2013
–
1
297
297
8
–
Short-term financial liabilities
305
298
Straight bond/convertible bond
215 286
129 383
Loans
2 469
3 818
30 000
30 000
Long-term financial liabilities
247 755
163 201
248 059
163 499
Mortgage loans
On 17 September 2014, Meyer Burger Technology Ltd issued an unsecured convertible bond in the amount of
CHF 100 million, maturing in 2020 and with an investor put option in 2018. The bond carries a coupon of 4%
and has a conversion price of CHF 11.39, representing a conversion premium of 27.5% to the volume-weighted
average price of Meyer Burger Technology Ltd’s registered shares between the time of the announcement and
the pricing of the convertible bond. The convertible bond was issued at 100% of the principal amount and will
also mature at 100% of that amount on 24 September 2020, unless previously redeemed, converted or repurchased and cancelled. The convertible bond also includes an investor put option after four years, i.e. on 24 September 2018.
The convertible bond will be convertible into 8.78 million registered shares in Meyer Burger Technology Ltd.
Upon initial recognition of the convertible bond, the issue amount of CHF 97.2 million (net after transaction
costs) was split into a debt component and an equity component. The debt component comes to CHF 85.7
million as at 31 December 2014 and is made up of the discounted future coupon payments and redemption at
an appropriate discount for a comparable straight bond. The equity component was recognised at CHF 12.1
million and reflects the convertible bond’s conversion right. The debt component is measured at amortised cost
using the effective interest rate method.
The CHF 150 million loan agreement concluded in April 2011 with several Swiss financial institutions in order to
fund acquisitions and working capital was due to expire in April 2015. Negotiations to extend the agreement
were therefore initiated in December and successfully completed in the first quarter of 2015 for the end of April
2017. The renegotiated loan facility was changed as proposed by the company to suit its needs and amounts
to a guarantee limit of CHF 90 million.
In addition to this negotiated guarantee limit of CHF 90 million, Meyer Burger Ltd successfully extended the
agreement on a loan secured by mortgage certificates of CHF 30 million with the same the banking syndicate
up to the end of April 2017.
99
Meyer Burger Technology Ltd successfully raised long-term capital on 24 May 2012 with a bond issue of CHF
130 million denominated in Swiss francs. The bond bears interest at 5% per annum and runs for five years
(maturity date: 24 May 2017). The bond is measured at amortised cost using the effective interest rate method.
This measurement shows a carrying amount of CHF 129.4 million at the end of the reporting period.
The value of assets pledged was CHF 34.8 million as at 31 December 2014, the largest share of which was
attributable to the pledge on the building in Thun. As at 31 December 2013, CHF 34.8 million of assets were
pledged.
4.9
Derivative financial instruments
As at 31 December 2014 and 31 December 2013, no derivative financial instruments were outstanding.
4.10Provisions
in TCHF
Warranties Restructurings
Onerous
contracts
Legal cases
Other
provisions
Total
95 063
10 878
2 460
61 390
7 991
12 345
–
–
–
–
–
–
1 746
158
8 550
90
2 342
12 886
Use
– 4 216
–1 284
–21 056
– 682
565
–26 672
Release
–5 124
–264
–22 490
–77
–3 784
–31 740
Increase
Reclassification
Increase
Use
Release
Reclassification
1
–
438
–
– 439
–
78
–
117
123
98
416
3 365
1 070
26 948
7 445
11 127
49 954
–
–
–
–
–
–
4 970
–
1 807
–
1 711
8 487
–1 003
– 430
–17 057
–3 125
–2 683
–24 299
–720
–137
–1 607
– 4 221
– 6 809
–13 494
–
–
–
–
–
–
–26
–
–22
– 69
–90
–206
6 585
503
10 069
30
3 256
20 443
01.01.2013
10 580
1 698
42 014
7 991
10 989
73 272
31.12.2013
2 568
580
25 063
7 445
10 918
46 574
31.12.2014
4 146
503
8 842
30
3 256
16 777
Thereof short-term
Warranties: provisions for services to be rendered during the contractual warranty period. The amount of the
provisions is determined from past historical data and the currently known warranty risks. The outflow of cash
is expected within the term of the warranty given. The term of the warranty given is generally one year, or a maximum of two years.
Restructuring provisions: The provisions essentially result from the closure of the former 3S Swiss Solar Systems
AG in Lyss in 2012 and the relocation of its commercial activities to Thun.
100
Onerous contracts: Provisions for contracts under which the unavoidable costs of meeting the contractual
obligations exceed the expected economic benefits. In 2011, provisions had to be created in the financial statements for commitments to purchase specific components, particularly because of the sudden collapse in demand. This resulted in a cash outflow in 2014 of CHF 17.1 million (2013: cash outflow of CHF 21.1 million).
Legal cases: The legal dispute with Conergy Solar Module GmbH & Co. KG, which still existed last year, was
finally closed at the end of 2014 by a settlement under which Roth & Rau AG agreed to pay EUR 2.5 million or
CHF 3.1 million. As a result of the settlement, the existing provision totalling around CHF 7.3 million could be
released, resulting in a reduction of expenses of around CHF 4.2 million, which was recognised in Other operating expenses.
Other provisions: The other provisions cover various risks arising during the normal course of business. The
cash outflow is in most cases expected within the next 12 months. The reversal of other provisions of around
CHF 6.8 million mainly arises from the reduction in provisions for permanent establishment tax risks at Roth &
Rau AG.
4.11
in TCHF
31.12. 2014
31.12. 2013
Accrued expenses thirds
19 041
19 196
Employee benefits
14 158
12 584
475
8 118
33 673
39 898
Liabilities from current income taxes
101
4.12
Pension plans
Meyer Burger Group has joined a collective insurance foundation providing comprehensive insurance for its
pension plans in Switzerland. This comprehensive insurance means that Meyer Burger Group does not bear the
risk and no economic commitment results for the Group apart from the normal contributions. Consequently,
there are no employer contribution reserves and the Group therefore has no economic benefit to be capitalised
from pension plans.
The employees of Group companies outside Switzerland are members of the government pension plans in the
relevant countries in accordance with local legislation. Consequently, neither economic benefits nor economic
obligations arise from these apart from the payments of contributions which are recognised as expenses.
As at 31 December 2014, around TCHF 14 of the contributions had not yet been paid (2013: TCHF 121).
The economic benefit or obligation and the pension expenses are as follows:
Pension institutions 31.12.2014
Surplus/
deficit
31.12.2014
Economical
part of the
organisation
31.12.2014
Economical
part of the
organisation
31.12.2013
Change to
prior year period or recognised in the
current result
of the period
Pension institutions of Meyer Burger
Technology Ltd without surplus/deficit
–
–
–
–
487
487
Pension institutions of subsidiaries of
Meyer Burger Technology Ltd without
surplus/deficit
–
–
–
–
4 592
4 592
Total
–
–
–
–
5 079
5 079
Surplus/
deficit
31.12.2013
Economical
part of the
organisation
31.12.2013
Economical
part of the
organisation
31.12.2012
Change to
prior year period or recognised in the
current result
of the period
Contributions
concerning
the business
period
Pension
benefit expenses within
personnel expenses 2013
Pension institutions of Meyer Burger
Technology Ltd without surplus/deficit
–
–
–
–
429
429
Pension institutions of subsidiaries of
Meyer Burger Technology Ltd without
surplus/deficit
–
–
–
–
4 350
4 350
Total
–
–
–
–
4 779
4 779
Economical benefit/economical obligation
and pension benefit expenses in TCHF
Contributions
concerning
the business
period
Pension
benefit expenses within
personnel expenses 2014
Pension institutions 31.12.2013
Economical benefit/economical obligation
and pension benefit expenses in TCHF
102
4.13
Deferred tax assets
in TCHF
Trade receivables
Inventories
Financial assets
31.12. 2014
31.12. 2013
31.12. 2014
31.12. 2013
874
1 023
143
265
2 363
3 775
1 593
3 853
91
128
–
156
361
301
4 871
3 401
18 337
18 389
30 795
41 973
255
287
119
451
115 870
101 146
–
–
6 638
7 978
–
–
Trade payables
1 248
707
2 497
2 513
Provisions
–
209
1 134
1 212
Retirement benefit obligation
–
40
–
–
Subtotal
146 039
133 984
41 151
53 825
Netting
–35 888
– 48 133
–35 888
– 48 133
Deferred income taxes in the balance sheet
110 151
85 851
5 264
5 692
Intangible assets
Other assets
Tax loss carry-forwards
The deferred income taxes on trade receivables, inventories and trade payables are current in nature. The average tax rate applied is 27.02% in the reporting period (2013: 26.67%).
The tax loss carry-forwards recognised mainly result from losses realised at Roth & Rau AG and Meyer Burger
Ltd. In order to use the loss carry-forwards in an amount of CHF 115.9 million, the different subsidiaries have to
achieve taxable income in a total amount of over CHF 400 million in the future. To achieve such income, the
demand for production equipment in the photovoltaics market needs to further increase and the forecasted profit
margins on the different products have to be realised in the market. In addition, Meyer Burger Group technologies (such as Diamond Wire saws, Heterojunction cell technology, SmartWire Connection or Diamond Wire) have
to be successfully established and maintained in the market.
Due to the current evaluation of the market, the existing technology portfolio and the present long-term planning,
management expects to achieve these results and to be able to use the tax loss carry-forwards in the mid-term.
However, the risk exists that contrary to the expectations the situation in profit and loss does not develop positively, which would result in a value adjustment of the capitalised tax loss carry-forwards.
103
Development of deferred tax liabilities
in TCHF
19 337
Increase
204
Release
–14 031
182
5 692
Increase
362
Release
–701
–89
5 264
The deferred income taxes released in 2014 and 2013 largely resulted from the amortisation of intangible a
ssets
carried on the balance sheet. Since deferred income taxes in the balance sheet are shown net for each entity
and deferred income tax assets exceed deferred income tax liabilities at some Group companies, this effect was
reduced in 2014.
Tax loss carry-forwards not recognised
in TCHF
31.12. 2014
31.12. 2013
Expiry in 1 year
–
–
Expiry in 2–3 years
–
1 730
Expiry in 4– 5 years
–
4 228
Expiry in more than 5 years
535 120
124 423
Tax loss carry-forwards not recognised
535 120
130 382
The strong increase in tax loss carry-forwards not recognised is due to the loss for the reporting period 2014
by Meyer Burger Technology Ltd of about CHF 300 million. In view of the changes to the Swiss accounting rules
in 2015 (discontinuation of group evaluation) and due to the expected negative foreign currency effects as a
result of the abolition of the EUR/CHF minimum level by the Swiss National Bank, the statutory accounts of
Meyer Burger Technology Ltd as at 31.12.2014 contain allowances and impairments of about CHF 300 million
on investments in subsidiaries and intercompany loans. As of today’s point of view, it cannot be estimated by
which amount these losses can be offset with taxable income at the Holding level, the loss has not been recognised as tax loss carry-forward.
104
4.14
Share capital
Number of
shares
in CHF
48 143 018
2 407 150
Capital increase May 2013
36 107 263
1 805 363
Employee share plans
Capital increase March 2014
Employee share plans
463 836
23 192
84 714 117
4 235 706
4 800 000
240 000
377 227
18 861
89 891 344
4 494 567
The share capital of Meyer Burger Technology Ltd as of 31 December 2014 was divided into 89,891,344 registered shares with a nominal value of CHF 0.05 each. The share capital is fully paid-in.
On 20 March 2014, Meyer Burger Technology Ltd increased its capital and issued 4,800,000 new registered
shares with a nominal value of CHF 0.05. The capital increase costs of TCHF 2,274 arising in connection with
the capital increase were offset fully against capital reserves.
On 7 May 2013, Meyer Burger Technology Ltd increased its capital and issued a total of 36,107,263 new registered shares with a nominal value of CHF 0.05 per share. The capital increase costs of TCHF 7,331 arising in
connection with the capital increase were offset fully against capital reserves.
No dividend was paid in the reporting period or in the previous year.
Non-distributable reserves in Group equity amounted to CHF 77.6 million as of the end of the reporting period
(2013: CHF 146.7 million). These are largely attributable to the capital reserves of Meyer Burger Technology Ltd
arising from the capital increases. In accordance with the provisions of Art. 680 Swiss Code of Obligations,
these may not be distributed within one calendar year (there is a prohibition on the return of capital contributions).
105
Under Article 3b of the company’s Articles of Association, dated 29 April 2014, the share capital may be
increased by a maximum amount of CHF 84,441.20 through the issuance of a maximum of 1,688,824 fully
paid-in registered shares with a nominal value of CHF 0.05 each, through the exercise of option rights granted
to employees and members of the Board of Directors of the company or Group companies under a plan to be
prepared and issued by the Board of Directors. The subscription rights of the shareholders shall be excluded.
The new registered shares shall be subject to the limitations for registration in the share register in accordance
with Article 4 of the Articles of Association.
In accordance with Article 3c of the company’s Articles of Association, dated 29 April 2014, the share capital
may be increased by a maximum amount of CHF 200,000.00 through the issuance of a maximum of 4,000,000
fully paid-in registered shares with a nominal value of CHF 0.05 each, through the exercise of conversion and/
or option rights in connection with convertible bonds, bonds with option rights or other financial market instruments of the company or Group companies.
The subscription rights of shareholders shall be excluded in connection with the issuance of convertible bonds,
bonds with option rights or other financial market instruments, which carry conversion and/or option rights. The
then current owners of conversion and/or option rights are entitled to subscribe to the new shares.
The acquisition of shares through the exercise of conversion and/or option rights and each subsequent transfer of the shares is subject to the limitations for registration in the share register in accordance with Article 4 of
the Articles of Association.
The Board of Directors may limit or withdraw the right of shareholders to subscribe in priority to convertible bonds,
bonds with option rights or similar financial market instruments when they are issued, if:
1)the financial market instruments with conversion or option rights are issued in connection with the financing
or refinancing of the acquisition of an enterprise or parts of an enterprise, participations or new investment
projects, or
2)an issue by firm underwriting by a bank or consortium of banks with subsequent offering to the public without preferential subscription rights seems to be the most appropriate form of issue at the time, particularly
in respect of the conditions or the timing of the issue.
If preferential subscription rights are denied by decision of the Board of Directors, the following applies:
1)conversion rights may only be exercisable for up to 10 years, option rights only for up to 7 years from the
date of the respective issue; and
2) the financial market instruments in question must be issued on the market conditions prevailing at the time.
106
Authorised share capital
Under Article 3a of the company’s Articles of Association, dated 29 April 2014, the Board of Directors is authorised
to increase the share capital of the company by a maximum amount of CHF 240,000.00, at any time until 29 April
2016, through the issuance of a maximum of 4,800,000 fully paid-in registered shares with a nominal value of CHF
0.05 each.
The Board of Directors is entitled (including in the event of a public offer for shares of the company) to restrict or
exclude the subscription rights of the shareholders and to allocate them to third parties, if the new shares are to be
used:
1)for the acquisition of enterprises, parts of enterprises, participations or for new investment plans or in the
event of a share placement to finance or refinance such transactions;
2)for the purpose of allowing strategic partners or for the purpose of broadening the shareholder constituency
in certain investment markets; or
3)for the rapid and flexible creation of equity capital through a placement of shares, which would only be possible with difficulties with subscription rights.
The capital increase may take place by means of a firm underwriting and/or in partial amounts. The Board of
Directors is entitled to set the issue price of the shares, the type of contribution and the date of entitlement to
dividends. Shares issued under these terms are subject to the limitations for registration in the share register in
accordance with Article 4 of the Articles of Association.
107
4.15
Treasury shares
Treasury shares held by Meyer Burger Technology Ltd
Price/share
in CHF
Value treasury
shares in TCHF
336 795
15.18
5 113
49 470
15.16
750
–353 073
15.28
–5 395
31.12.2013
33 192
14.13
469
Acquisition treasury shares
61 274
10.39
637
–38 107
13.90
–530
56 359
10.22
576
Number of shares
Price/share
in CHF
Value treasury
shares in TCHF
1.1.2013
130 291
17.42
2 270
Increase share plan 2013 1
343 797
6.38
2 195
Decrease share plan 2011 2
–20 820
37.25
–776
– 46 484
13.65
– 635
–124
10.60
–1
406 660
7.51
3 053
2 394
Number of shares
1.1.2013
Acquisition treasury shares
Sale treasury shares
Sale treasury shares
31.12.2014
Treasury shares held by subsidiaries
31.12.2013
344 465
6.95
– 62 987
13.65
–860
– 41 980
9.28
–390
–26 232
9.76
–256
31.12.2014
619 926
6.36
3 941
1
2
3
4
5
S
hare plan 2013: The shares have been allocated and issued at a price of CHF 10.60 (market price at the time of allocation less
CHF 0.05 nominal value). After allocation, the shares are subject to a eighteen-months’ vesting period during which the sale is forbidden.
Due to legal reasons, the shares allocated to the Board of Directors and to the employees of Meyer Burger Technology AG (137,774 shares)
are held by Meyer Burger Ltd. Those share have been transferred at the nominal value (CHF 0.05).
In July 2013, the two-years’ vesting period of share plan 2011 ended and the shares have been transferred to the plan participants.
If a plan participant gives notice to the employment contract during the vesting period, the shares allocated are returned to Meyer Burger
Technology Ltd.
S
CHF 0.05 nominal value). After allocation, the shares are subject to a twentyfour-months’ vesting period during which the sale is forbidden.
In April 2014, the two-years’ vesting period of share plan 2012 ended and the shares have been transferred to the plan participants.
All treasury shares that are held in connection with the share plans for employees are held by subsidiaries of
Meyer Burger Technology Ltd. They are therefore all reserved in full and will be transferred to the employees
upon expiry of the retention period.
Meyer Burger Technology Ltd does not hold any treasury shares in connection with the employee share plan
and no treasury shares held by Meyer Burger Technology Ltd are reserved.
Meyer Burger Group is not aware of any shares in the company held by the pension fund.
108
4.16
Share-based compensation
The company has a share participation programme as a long-term incentive in which members of the Board of
Directors and Executive Board and other key employees of Group companies may participate. The Board of
Directors decides on the participants in the plan at its own discretion. Shares may only be allocated to employees with a permanent employment contract who have not given or received notice, and to serving members of
the Board of Directors who have not tendered their resignation. Each participant receives an individual offer letter, stipulating the number of restricted share units being offered, the acquisition price per share, the payment
conditions, the period within which the participant has to accept the offer, and the (optional) retention periods.
The purchase of the restricted share units, which the Board of Directors has allocated, generally has a vesting
period of 2 years and an optional retention period that can be selected by the participant of either zero, three
or five years (following the end of the vesting period). The participants do not receive the right of ownership for
the restricted shares during the vesting period yet. During the vesting period and the optional retention period,
participants cannot sell, assign, transfer, pledge or debit the shares in any form. The right of ownership for these
restricted share units forfeit without compensation in the event that the employee gives his/her notice or the
company ends the employment relationship prior to expiration of the vesting period. The amount of the sharebased payment is calculated using the rate on the day on which the recipients of the shares are informed of the
allocation and the applicable terms and conditions.
Share plans
2014
Number of shares issued
Date of grant
Share price at date of grant in CHF
Fair value of the granted shares in CHF
Grant price (nominal value) in CHF
2013
377 227
377 267
12.05.2014
25.10.2013
11.10
10.65
4 187 220
4 017 894
0.05
0.05
The option plan in force prior to the introduction of the share-based compensation plan expired in 2013. The
vesting periods of the options last granted in 2009 and of the option plans acquired as part of the merger with
3S Industries AG in 2010 expired in 2011, with the result that no further expenses were incurred in relation to
these option plans during 2014 and 2013. The last options lapsed in 2013. No options were exercised in 2013.
109
Option plan
Number of options
Average exercise
price in CHF
537 486
19.39
Thereof exercisable
537 486
19.39
Issued
–
–
–537 486
19.39
Exercised
–
–
–
–
Thereof exercisable
–
–
Issued
–
–
Expired
–
–
Exercised
–
–
–
–
Thereof exercisable
–
–
2014
2013
288 888
180 960
26 684
18 461
Expired
4.17
Net sales
in TCHF
Net sales from sales of goods
Net sales from rendering of services
Net sales from construction contracts
274
3 234
315 846
202 655
2014
2013
Switzerland
25 006
21 807
Germany
36 374
44 016
Rest of Europe
22 575
15 411
Net sales
4.18
Segmentation of net sales by geographic markets
in TCHF
Asia
156 308
91 245
USA
74 870
28 534
Rest of World
Net sales
110
713
1 642
315 846
202 655
4.19
Other operating income
in TCHF
2014
2013
Gain from sale of property, plant and equipment
2 016
2 938
1 841
308
29
248
Gain on foreign currency contracts
Other income
5 251
7 320
9 137
10 814
2014
2013
–126 450
–121 290
–18 943
–18 140
Pension benefit expenses
–5 079
– 4 779
Share-based payment expenses
–3 928
–3 620
Temporary personnel
–9 457
–5 021
–16 337
–12 824
–180 194
–165 675
2014
2013
Rental costs
– 6 546
– 6 882
Maintenance and repair
– 6 304
– 4 610
Vehicles and transportation expenses
– 4 706
–5 464
Property insurance, fees and contributions
–2 773
–2 723
Energy and waste disposal expenses
–3 783
– 4 196
Administration expenses
–9 547
–10 431
IT expenses
– 4 983
– 4 787
Marketing expenses
–3 519
– 4 178
4.20
Personnel expenses
in TCHF
Wages and salaries
Social security
Other personnel expenses
Personnel expenses
4.21
Other operating expenses
in TCHF
Loss on sale of property, plant and equipment
–1 543
–1 714
Expenses for research and development
–8 765
–8 694
3 585
– 484
– 48 884
–54 163
Other operating expenses contain the release of two provisions totalling TCHF 9,033. These are the release of
a provision for permanent establishment risks and of a provision for the Conergy lawsuit which was finally closed
in the reporting period.
111
4.22
Financial result
in TCHF
2014
2013
599
334
–
1
Interests received
Loans
Currency translation differences (net)
15 127
–
Financial income
15 725
335
–1 292
–1 624
Interest paid
Liabilities banks
Loans
Mortgage loans
Straight bond/convertible bond
Currency translation differences (net)
Other financial expenses
Financial expenses
Financial result (net)
4.23
– 46
–89
–995
–793
–8 007
– 6 403
–
–3 475
–2 227
–2 003
–12 568
–14 387
3 157
–14 052
2014
2013
in TCHF
Income from investment property
–
27
Depreciation investment property
–
–14
Loss from sale of investment property
–
– 423
–
– 410
The effects of the property at Gewerbering 10, Hohenstein-Ernstthal, Germany, which was acquired in 2011 as
part of the acquisition of Roth & Rau AG, are shown in non-operating result. This property was held purely as
an investment and not used for operations. The property was sold in 2013, resulting in a book loss of TCHF
423. Up to the time of the sale, income of TCHF 27 had been generated from the rental of the property and
depreciation of TCHF 14 was incurred.
There was no non-operating result in 2014.
112
4.24
Income taxes
in TCHF
2014
2013
Current income taxes
1 830
–296
22 100
48 788
Income taxes
23 930
48 493
2014
2013
–158 638
–211 310
22.50%
22.50%
35 694
47 545
–13 988
–8 953
13 553
11 489
Reconciliation from expected to effective income taxes
in TCHF
Earnings before taxes
Expected average weighted tax rate (%)
Expected income taxes
Cause for variance:
Waive of capitalisation of tax losses incurrend in reporting period
Deviation from tax rate to expected tax rate of the Group
Write-off of tax losses
–10 813
–810
– 4 648
–1 758
Subsequent recognition of tax loss carry forwards from previous years
3 390
342
Income tax in other accounting periods and corrections of prior years
–2 717
710
–345
–1 196
61
978
Non-deductible expenses
Change of deferred income tax rate in comparison to previous year
Non-taxable income
Other effects
3 743
144
Effective income taxes
23 930
48 493
Effective income taxes (%)
15.1%
22.9%
The expected tax rate of 22.5% has been calculated from the probable income tax rates applicable to the operating companies in Switzerland, which may naturally change depending on the level of these companies’ individual profits.
The loss carry-forwards which cannot be capitalised relate to companies where, according to the current budgets, it will not be possible to generate sufficient profits to offset against the tax loss carry-forwards before they
expire.
The item “Deviation from tax rate to expected tax rate of the Group” was especially impacted in 2014 and 2013
by the effect of realised losses made by foreign subsidiaries that are taxed at a higher rate.
Other effects mainly includes the release of a provision for tax risks.
113
4.25
in TCHF
2014
Other income
1 841
308
Cost of products and services
–826
–51
2013
–769
–596
Financial expenses
15 127
–3 475
15 372
–3 814
2014
2013
–132 736
–158 827
88 577
70 172
–1.50
–2.26
4.26
Earnings per share
Basic
Net profit attributable to shareholders of Meyer Burger Technology Ltd (in TCHF)
Weighted average number of ordinary shares (in 1000)
Basic earnings per share (in CHF)
Diluted
Net profit attributable to shareholders of Meyer Burger Technology Ltd (in TCHF)
–132 736
–158 827
Weighted average number of ordinary shares (in 1000)
88 577
70 172
Weighted average number of ordinary shares diluted (in 1000)
88 577
70 172
–1.50
–2.26
Diluted earnings per share (in CHF)
Basic earnings per share are calculated by dividing earnings for the reporting period by the average number of
outstanding shares. Diluted earnings per share takes into account the possible influence of the convertible bond
issued in September 2014. The conversion price is CHF 11.39, and there is no dilution effect from this fact for
the 2014 reporting period since no conversions are to be expected currently.
114
4.27
Off-balance sheet liabilities
in TCHF
Investment obligations from contracts already signed
2014
2013
24
2 095
Of the capital investment commitments as at 31 December 2014, TCHF 24 (2013: TCHF 2,070) related to the
acquisition of property, plant and equipment. There were no commitments to purchase intangible assets as at
31 December 2014 (2013: TCHF 25).
4.28
Future liabilities from operating lease
in TCHF
31.12. 2014
Due date in the following financial year
31.12. 2013
7 812
7 980
Due date from 1 to 5 years
18 380
18 156
Due date more than 5 years
31 802
32 408
Future liabilities from operating lease
57 994
58 545
Obligations arising from operating leases mainly relate to obligations for non-cancellable rights to build and to
rental agreements. The largest item is the right to build agreement of Meyer Burger Ltd for the construction of
new company premises in Thun. The agreement has a term of 99 years. The lease obligations for future building right interests total approximately CHF 30.3 million as at 31 December 2014 (31 December 2013: CHF 30.7
million).
4.29
Contingent liabilities
As of 31 December 2014 and 31 December 2013, Meyer Burger Group had no external contingent liabilities.
4.30
Fire insurance values
in TCHF
115
31.12. 2014
31.12. 2013
Inventories and equipment
304 390
309 819
Real estate
155 800
145 733
460 191
455 552
4.31
Transactions with related parties
Balances and transactions between companies within the scope of consolidation (see Note 2.3) were eliminated
on consolidation and are not discussed in this Note. Details of transactions between a Meyer Burger company
and other related parties are provided below.
Information on the allocation of shares to the Board of Directors and the Executive Board is disclosed in detail
in the remuneration report.
The company, Meyer Burger Ltd and Meyer Burger Global Ltd procure advisory services from the lawyers
Meyerlustenberger Lachenal, among others. Dr Alexander Vogel, a member of the Board of Directors, is a partner in this law firm. The amount of services received came to TCHF 662 in 2014 and TCHF 699 in 2013.
The company procures services from the Güdel Group. Rudolf Güdel was a member of the Board of Directors
of Meyer Burger Technology Ltd until he passed away in September 2014. He held a participation in Güdel
Group and was also a member of its Board of Directors. The total value of services procured up to September
2014 was TCHF 400 (2013: TCHF 578). Companies in the Güdel Group purchased no goods or services from
Meyer Burger Ltd in the reporting period. Goods and services in the amount of TCHF 194 were supplied to the
Güdel Group in 2013.
Of the transactions with related parties described above, an amount of TCHF 84 (31 December 2013: TCHF
133) had not been paid as at 31 December 2014 and was recognised as a liability in the balance sheet. As at
31 December 2014 there were no receivables due from related parties (31 December 2013: TCHF 47).
No unusual transactions were effected with either the main shareholders or other related parties.
4.32
Compensation to former Board members
No compensation was paid to former Board members in 2014 or 2013.
4.33
Loans and credits to members of the Board of Directors or the Executive Board
As of 31 December 2014 and 31 December 2013, there were no company loans or credits outstanding to the
current members of the Board of Directors or the Executive Board. There were also no loans or credits outstanding to former members of the Board of Directors or the Executive Board or any related party.
116
4.34
Participations in the Company
2014
The members of the Board of Directors and of the Executive Board (including related parties) held the following participations
through shares and restricted shares in Meyer Burger Technology Ltd as of 31 December 2014:
Name
Position
Peter M. Wagner
Dr Alexander Vogel
Heinz Roth
Peter Pauli
Michel Hirschi
Registered shares
(non-restricted)
(number)
Restricted
shares 1
(number)
(in % of
outstanding shares)
0.07%
43 221
16 394
115 869
36 748
0.17%
40 666
5 704
0.05%
0.03%
19 585
9 771
1 792 045
297 957
2.33%
65 000
58 622
0.14%
Bernhard Gerber
6 114
26 815
0.04%
Sylvère Leu
–
50 228
0.06%
Michael Escher
Total
1
27 599
0.03%
529 838
2.91%
Details of shares not yet vested are shown in the table below.
Grant date
2
–
2 082 500
Number of shares
12.05.2014
100 370
30.04.2016
25.10.2013
106 747
24.04.2015
The remaining restricted registered shares have been subjected to an optional retention period.
T
otal participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing the total participation as a percentage of the number
of outstanding registered shares as of 31 December 2014.
117
2013
The members of the Board of Directors and of the Executive Board (including related parties) held the following participations through shares and restricted shares in Meyer Burger Technology Ltd as of 31 December 2013:
Name
Position
Peter M. Wagner
Dr Alexander Vogel
Rudolf Güdel
Registered shares
(non-restricted)
(number)
Restricted
shares 1
(number)
(in % of
outstanding shares)
0.06%
35 574
17 059
115 869
32 559
0.18%
17 888
6 978
0.03%
Heinz Roth
38 599
4 978
0.05%
Dr Dietmar Roth
6 725
4 978
0.01%
0.03%
Peter Pauli
Michel Hirschi
Bernhard Gerber
Sylvère Leu
19 585
6 978
1 685 045
377 029
2.43%
75 000
61 865
0.16%
Chief Operatiing Officer
8 582
23 911
0.04%
–
35 985
0.04%
2 002 867
572 320
3.04%
Total
1
Details of shares not yet vested are shown in the table below.
Grant date
Number of shares
25.10.2013
98 484
24.04.2015
05.04.2012
70 889
31.03.2014
The remaining restricted registered shares have been subjected to an optional retention period.
T
otal participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing the total participation as a percentage of the number
of outstanding registered shares as of 31 December 2013.
2
118
4.35
Events after the reporting date
On 15 January 2015, the Swiss National Bank took the decision to discontinue the minimum exchange rate of
CHF 1.20 to the Euro. As a consequence of this decision, most foreign currencies fell significantly against the
Swiss franc. The EUR and USD exchange rates in particular have a material effect on the results and equity of
Meyer Burger Group. Until the approval of these financial statements, the US Dollar has recovered since the decision of the SNB and has been trading at similar levels to the currency exchange rate of CHF/USD 0.9896 that
was applied at balance sheet date as at 31 December 2014. The effect described below therefore only reflects
the influence of the lower EUR exchange rate on the financial statements as at 31 December 2014.
Meyer Burger enjoys a large amount of “natural hedging” in its operations. This means that in 2014 a large part
of sales were generated in the same currency as the cost structure occurred. The foreign currency effects in
this area have therefore been minor in the past.
Because of the unrealised foreign currency differences, the greatest effects on the financial statements results
from the foreign currency valuation of intercompany loans. These effects are recognized in the financial result.
Furthermore, additional measurement effects result from the translation of financial statements in Euros into
Swiss francs, the Group currency (translation effects on the conversion of the net assets). Foreign currencies
were measured in these consolidated financial statements at 1.20 for the Swiss franc to the Euro. The assumption of a CHF/EUR exchange rate of 1.07 would lead to an effect of CHF 40–50 million on the reported equity
as at 31 December 2014.
119
REPORT OF THE
STATUTORY AUDITOR
120
REPORT OF THE
STATUTORY AUDITOR
121
MEYER BURGER TECHNOLOGY LTD
BALANCE SHEET
in TCHF
31.12. 2014
31.12.2013
127 359
120 259
Total assets
Current assets
Treasury shares
Receivables intercompany
Other receivables third parties
Accruals
Total current assets
364
352
16 331
12 362
125
127
97
250
144 276
133 350
Long-term assets
Investments
203 441
389 045
Loans intercompany
368 499
308 653
Intangible assets
910
910
Total long-term assets
572 850
698 608
Total assets
717 126
831 958
Liabilities and equity
Liabilities
Liabilities third parties
Liabilities intercompany
Long-term financial liabilities
Long-term provisions
Total liabilities
1 040
785
343
370
7 672
5 527
229 564
129 383
347
373
238 966
136 438
Equity
Share capital
Capital contribution reserves
4 236
391 244
General reserves
3 155
232
Reserves for treasury shares
4 496
3 511
Accumulated loss (–) / retained earnings (+)
122
4 495
468 248
–2 234
296 297
Total equity
478 160
695 520
Total liabilities and equity
717 126
831 958
INCOME STATEMENT
in TCHF
1.1.–31.12. 2014
1.1.–31.12.2013
12 416
11 589
Income
Financial income
Interest income
454
4 767
17 807
11 547
Profit from currency translations
15 741
–
Total income
46 418
27 903
9 242
8 334
Expenses
Personnel expenses
Compensation to the Board of Directors
Administration expenses
Financial expenses
Interest expenses and fees
Loss from currency translations
Depreciation on intercompany loans and investments
Taxes
Total expenses
Net loss
123
597
646
6 029
5 911
1 878
8 313
12 300
8 169
–
2 636
314 903
–
–
–
344 949
34 009
–298 531
–6 106
NOTES TO THE FINANCIAL
STATEMENTS
Significant investments
Meyer Burger Technology Ltd holds the following direct investments:
Active companies
Participation 1
Company
Registered office
Purpose
Currency
Nominal value
MB Services Co. Ltd
Taipei, Taiwan
a)
TWD
5 000 000
100.00%
100.00%
a)
SGD
1
100.00%
100.00%
MB Systems Co. Ltd
Seoul, Korea
a)
KRW
50 000 000
100.00%
100.00%
Pune, India
a)
INR
18 552 930
99.19%
99.19%
MBT Systems GmbH
Langenfeld, Germany
b)
EUR
25 000
100.00%
100.00%
Meyer Burger Ltd
Thun, Switzerland
c)
CHF
500 000
100.00%
100.00%
Meyer Burger Global Ltd Thun, Switzerland
d)
CHF
500 000
100.00%
100.00%
Meyer Burger GmbH
Zulpich, Germany
b)
EUR
25 000
100.00%
100.00%
Meyer Burger Systems (Shanghai) Co. Ltd 2 Shanghai, China
a)
CNY
37 460 922
100.00%
100.00%
Pasan SA
e)
CHF
102 000
100.00%
100.00%
Neuchâtel, Switzerland
31.12.14
31.12.13
T
he share of equity corresponds to the share of voting rights.
M
eyer Burger Systems (Shanghai) Co. Ltd executed a capital increase in the amount of CNY 30,644,862 in the reporting year. The other participations remained
unchanged.
a)Provision of services
b)Holding of participations of Meyer Burger Group in Germany
c)Manufacturing of and trading in machines and their parts
d)Sale of products, supply of services and consulting services
e)Manufacturing, purchase and sale of electronic, electromechanical and audiovisual solar power plants
1
2
For participations that Meyer Burger Technology Ltd holds indirectly through its subsidiaries, please refer to the scope of
consolidation in the consolidated financial statements (page 80).
124
Other operating income includes mainly management fees that were invoiced to the consolidated companies.
Financial income
As in the previous year, financial income in 2014 includes changes in the valuation of treasury shares. The previous year contained a gain on the sale of subscription rights from the capital increase in May 2013.
Interest income
The disclosed interest income includes the interest received for loans to consolidated group companies as well
as interest income from banks and interest from short-term money market instruments.
Profit from currency translations
The appreciation of the US Dollar in 2014 resulted in an increase in the value of foreign currency loans to foreign subsidiaries that had been written down in previous years, resulting in a major gain on currency translation.
Financial expenses
In both 2013 and 2014 financial expenses include costs in conjunction with the share capital increases. In 2014,
the reversal of a valuation allowance reduced the financial expenses. The previous year also contained the difference between the day’s market price and historical costs when treasury shares were sold.
Interest expenses and bank charges
Interest expenses for both reporting years 2014 and 2013 include interest and fees for the straight bond as well
as fees in conjunction with the credit facility agreement with the banking syndicate. Additional costs were also
incurred in 2014 when a new convertible bond was issued (transaction costs and interest expense).
Loss from currency translations
Negative currency translation effects on the valuation of intercompany loans to foreign subsidiaries led in the
previous year to a loss from foreign currency translations. In 2014, as noted above, there was a gain on currency translations.
Depreciation on loans to group companies and investments
Up to the end of 2014, investments were valued using the group valuation principle. In previous years, therefore, equity investments were valued as a whole. In view of the change to Swiss accounting law in 2015 and
the abolition of the group valuation principle for equity investments, impairments were recognised for reasons
of prudence as at 31 December 2014. Impairments were also taken on loans to group companies.
125
Lease obligations not recorded in the balance sheet
As at 31 December 2014, lease obligations not recorded in the balance sheet amounted to TCHF 172
(31 December 2012 TCHF 108).
Liabilities to pension funds
There are no liabilities to pension funds.
Meyer Burger Technology Ltd has within its international non-life and business interruption insurance a basic
cover (fire protection included) with a maximum reimbursement limit of CHF 180 million. All subsidiaries and affiliated companies are included in this insurance.
Straight bond
Meyer Burger Technology Ltd issued a straight bond in the amount of CHF 130 million in May 2012. The coupon
is 5%, and the bond matures in May 2017.
Convertible bond
In September 2014, Meyer Burger Technology Ltd issued an unsecured convertible bond in the amount of CHF
100 million, maturing in 2020 and with an investor put option in 2018. The convertible carries a coupon of 4%
and the conversion price is CHF 11.39. The convertible was issued at 100% of the principal amount and will
also mature at 100% of that amount in September 2020, unless previously redeemed, converted or repurchased
and cancelled. The convertible also includes an investor put option after four years, i.e. on 24 September 2018.
Guarantees, pledged assets and sureties towards third parties
As at 31 December 2014, Meyer Burger Technology Ltd had guaranteed for a loan agreement with several
Swiss financial institutions. This credit line matures on 18 April 2015. The loan agreement is divided into a guarantee and a working capital limit totalling CHF 150 million. No fixed advances had been drawn under the agreement either at 31 December 2014 or 2013. Bank guarantees in the amount of TCHF 6,826 were drawn as at
31 December 2014 (31.12.2013: TCHF 28,975). The loan agreement with maturity on 18 April 2015 was successfully extended to the end of April 2017 in the first quarter of 2015. The renegotiated loan facility was
changed as proposed by the company to suit its needs and amounts to a guarantee limit of CHF 90 million.
Meyer Burger Technology Ltd is borrower of two guaranteed facilities from German financial institutions. The
credit line amounts to TCHF 21,830 (2013: TCHF 27,244) as at 31 December 2014. The guaranteed facilities
can be drawn by subsidiaries by way of pledges/guarantees for advance payments, warranties or completions.
They cannot be drawn for the collateralisation of loans. A total of TCHF 14,477 was used of these two guaranteed facilities as at 31 December 2014 (31.12.2013: TCHF 14,749).
Meyer Burger Technology Ltd guarantees the loan secured by mortgage certificates for the building in Thun.
This credit agreement was concluded between Meyer Burger Ltd and a syndicate of Swiss banks in March
2013, maturing in April 2015, and Meyer Burger Ltd received proceeds of CHF 30 million. Meyer Burger
Technology Ltd guarantees with a maximum amount of CHF 33 million for this agreement. The agreement was
extended for a further two years to the end of April 2017 in the first quarter of 2015.
In addition, there are several guarantees by Meyer Burger Technology Ltd for group companies in favour of third
parties for a maximum amount of TCHF 66,449 as at 31 December 2014 (31.12.2013: TCHF 115,111). They
mainly concern guarantees to customers and suppliers of group companies.
126
Binding letters of comfort and liquidity commitments in favour of group companies
Meyer Burger Technology Ltd issued a binding letter of comfort in favour of Roth & Rau AG and its subsidiaries, which secures the allocation of liquidity by Meyer Burger Technology Ltd up to a maximum amount of EUR
100 million, should such need arise. As at 31 December 2014, Roth & Rau companies had drawn EUR 78.3
million and USD 4.3 million (31.12.2013: EUR 43.5 million and USD 3.15 million) and therefore about EUR 18
million are still available. The binding letter of comfort expires on 2 March 2017.
In addition to the letter of comfort in favour of Roth & Rau Group, Meyer Burger Technology Ltd has issued additional liquidity commitments in favour of group companies to provide liquidity. This enables the respective
group companies to settle account payables versus creditors in due time.
Share capital
The share capital of Meyer Burger Technology Ltd as of 31 December 2014 is divided into 89,891,344 registered shares with a nominal value of CHF 0.05 each. The share capital is fully paid-in.
Under Article 3b of the company’s Articles of Association, dated 29 April 2014, the share capital may be increased by a maximum amount of CHF 84,441.20 through the issuance of a maximum of 1,688,824 fully paid-in
registered shares with a nominal value of CHF 0.05 each, through the exercise of option rights granted to employees and members of the Board of Directors of the company or Group companies under a plan to be prepared and issued by the Board of Directors. The subscription rights of the shareholders shall be excluded. The
new registered shares shall be subject to the limitations for registration in the share register in accordance with
Article 4 of the Articles of Association.
In accordance with Article 3c of the company’s Articles of Association, dated 29 April 2014, the share capital
may be increased by a maximum amount of CHF 200,000.00 through the issuance of a maximum of 4,000,000
fully paid-in registered shares with a nominal value of CHF 0.05 each, through the exercise of conversion and/
or option rights in connection with convertible bonds, bonds with option rights or other financial market instruments of the company or Group companies.
The subscription rights of shareholders shall be excluded in connection with the issuance of convertible bonds,
bonds with option rights or other financial market instruments, which carry conversion and/or option rights. The
then current owners of conversion and/or option rights are entitled to subscribe to the new shares.
The acquisition of shares through the exercise of conversion and/or option rights and each subsequent transfer of the shares is subject to the limitations for registration in the share register in accord-ance with Article 4 of
the Articles of Association.
127
The Board of Directors may limit or withdraw the right of shareholders to subscribe in priority to convertible
bonds, bonds with option rights or similar financial market instruments when they are issued, if:
1) the financial market instruments with conversion or option rights are issued in connection with the financing
or refinancing of the acquisition of an enterprise or parts of an enterprise, participations or new investment
projects, or
2) an issue by firm underwriting by a bank or consortium of banks with subsequent offering to the public without preferential subscription rights seems to be the most appropriate form of issue at the time, particularly
in respect of the conditions or the timing of the issue.
If preferential subscription rights are denied by decision of the Board of Directors, the following applies:
1) conversion rights may only be exercisable for up to 10 years, option rights only for up to 7 years from the
date of the respective issue; and
2) the financial market instruments in question must be issued on the market conditions prevailing at the time.
Authorised share capital
Under Article 3a of the company’s Articles of Association, dated 29 April 2014, the Board of Directors is authorised to increase the share capital of the company by a maximum amount of CHF 240,000.00, at any time until
29 April 2016, through the issuance of a maximum of 4,800,000 fully paid-in registered shares with a nominal
value of CHF 0.05 each.
The Board of Directors is entitled (including in the event of a public offer for shares of the company) to restrict
or exclude the subscription rights of the shareholders and to allocate them to third parties, if the new shares are
to be used:
1) for the acquisition of enterprises, parts of enterprises, participations or for new investment plans or in the
event of a share placement to finance or refinance such transactions;
2) for the purpose of allowing strategic partners or for the purpose of broadening the shareholder constituency
in certain investment markets; or
3) for the rapid and flexible creation of equity capital through a placement of shares, which would only be possible with difficulties with subscription rights.
The capital increase may take place by means of a firm underwriting and/or in partial amounts. The Board of
Directors is entitled to set the issue price of the shares, the type of contribution and the date of entitlement to
dividends. Shares issued under these terms are subject to the limitations for registration in the share register in
accordance with Article 4 of the Articles of Association.
128
Treasury shares
Treasury shares held by Meyer Burger Technology Ltd
Number of shares
Price/share
in CHF
Value treasury
shares in TCHF
336 795
15.18
5 113
49 470
15.16
750
–353 073
15.28
–5 395
31.12. 2013
33 192
14.13
469
Acquisition
61 274
10.39
637
–38 107
13.90
–530
56 359
10.22
576
Number of shares
Price/share
in CHF
Value treasury
shares in TCHF
1.1. 2013
130 291
17.42
2 270
343 797
6.38
2 195
–20 820
37.25
–776
– 46 484
13.65
–635
–124
10.60
–1
406 660
7.51
3 053
1.1. 2013
Acquisition
Sale
Sale
31.12. 2014
Treasury shares held by subsidiaries
31.12. 2013
344 465
6.95
2 394
– 62 987
13.65
– 860
– 41 980
9.28
–390
–26 232
9.76
–256
31.12. 2014
619 926
6.36
3 941
1
2
3
4
5
S
CHF 0.05 nominal value). After allocation, the shares are subject to a eighteen-months’ vesting period during which the sale is forbidden.
In July 2013, the two-years’ vesting period of share plan 2011 ended and the shares have been transferred to the plan participants. If a plan participant gives notice to the employment contract during the vesting period, the shares allocated are returned to Meyer Burger
Technology Ltd. S
CHF 0.05 nominal value). After allocation, the shares are subject to a twentyfour-months’ vesting period during which the sale is forbidden.
In April 2014, the two-years’ vesting period of share plan 2012 ended and the shares have been transferred to the plan participants. All treasury shares that are held in conjunction with the employee share participation programme are held by
subsidiaries of Meyer Burger Technology Ltd. They are therefore all reserved in full and will be transferred to the
employees upon expiry of the retention period.
Meyer Burger Technology does not hold any treasury shares in connection with the employee share participation programme and no treasury shares held by Meyer Burger Technology Ltd are reserved.
Meyer Burger Group is not aware of any shares in the company held by the pension fund.
129
Capital contribution reserves
Out of the total amount of TCHF 468,248 as at 31 December 2014, TCHF 338,715 were approved by the
federal tax authorities and are available for distribution free of withholding tax. The TCHF 79,533 increase compared to 31 December 2013 is equal to the premium paid on the March 2014 capital increase and the premium
paid on the 2012 employee share participation programme, which expired in the year under review. These premiums were again reported to the federal tax authorities for potential distribution free of withholding tax.
Significant shareholders
Purchase positions
Shareholder 1
Registered shares 2
Sale positions
Financial market
instruments 3
Financial market
instruments 3
31.12. 2014
Capital Group Companies, Inc., Los Angeles, CA, USA 4
5.84%
–
–
Credit Suisse Group AG, Zurich, Switzerland 5
6.65%
1.92%
0.28%
Franklin Resources, Inc., San Mateo, CA,USA 6
6.24%
–
–
Henderson Global Investors, London, UK
3.22%
–
–
Lancaster Investment Management LLP, London, UK
3.14%
–
–
Platinum International Fund, Sydney, Australia 7
5.13%
–
–
Platinum Investment Management Limited, Sydney, Australia 8
5.33%
–
–
UBS Group AG, Zurich, Switzerland 9
7.29%
2.64%
3.29%
BlackRock Inc., New York, NY, USA
3.09%
2.87%
–
Platinum Investment Management Limited, Sydney, Australia
5.33%
–
–
Citadel shareholder group 10
2.14%
0.95%
0.13%
Norges Bank (the Central Bank of Norway), Oslo, Norway
4.89%
–
–
31.12. 2013
P
ercentage of voting rights according to last notification by this shareholder.
N
otified holding in registered shares of Meyer Burger Technology Ltd.
3
A
ccording to the notification, purchase and sales reported relate to conversion, put or call options/warrants, equity swaps and financial
instruments where settlement is or may be in cash and contracts for difference.
4
V
arious funds of the Capital Group Companies, Inc., Los Angeles, CA, USA.
5
V
arious subsidiaries of Credit Suisse Group AG, Zurich, Switzerland. 7.39% of purchases relate to securities lending or similar.
6
V
arious funds of the Franklin Templeton Group. The indirect holder is Franklin Resources, Inc., San Mateo, CA, USA.
7
In August 2014 the Platinum International Fund, Sydney, Australia, disclosed that the shareholder holds 5.13% of the voting rights separately.
See also the disclosure by Platinum Investment Management Limited, Sydney, Australia.
8
In January 2013 Platinum Investment Management Limited disclosed that Platinum International Fund is the beneficial owner of the registered
shares and that Platinum Investment Management Limited controls the voting rights as investment manager of the fund. The share of voting
rights held separately by Platinum International Fund at that time was 3.01%.
9
V
arious subsidiaries of UBS Group AG, Zurich, Switzerland. 5.26% of the purchase positions relate to securities lending or similar.
10
K
enneth C. Griffin is the beneficial owner of Citadel Advisors LLC and Citadel Advisors II LLC, c/o Citadel LLC, Chicago, IL, USA
1
2
130
Compensation, shareholdings and loans to members of the Board of Directors and of the
Executive Board (disclosure in accordance with the Swiss Code of Obligations and the
Ordinance against Excessive Compensation at stock exchange listed companies – OaEC)
For information on compensation and loans please refer to page 56 of the Remuneration Report. Information
to the shareholdings are also contained in the Remuneration Report as well as in the Notes to the consolidated
financial statements on page 117.
Disclosures on implementation of a risk assessment
Please see page 90 of the Notes to the consolidated financial statements for a description of how risk management is structured.
Change in the consistency
The intercompany loans in the long-term assets as at 31 December 2014 also include current account receivables. These were reported in current assets in the previous year period. As repayment of a large part is not
expected during the next 12 months, these receivables have been reclassified into long-term assets as at
31 December 2014. The previous year was restated accordingly.
Additional disclosures
These financial statements were drawn up under the transitional provisions of the new accounting legislation
in accordance with the provisions of the Swiss Code of Obligations on accounting and reporting valid up to
31 December 2012.
131
REPORT OF THE
STATUTORY AUDITOR
132
REPORT OF THE
STATUTORY AUDITOR
133
INFORMATION FOR INVESTORS
AND THE MEDIA
REGISTERED SHARES MEYER BURGER
TECHNOLOGY LTD
Swiss valor number
10850379
ISIN CH0108503795
Listing
SIX Swiss Exchange
Ticker symbol MBTN
ReutersMBTN.S
Bloomberg
MBTN SW
Nominal value per registered shareCHF 0.05
Number of outstanding shares 89 891 344 as of 31 December 2014
Share price high / low 2014
CHF 19.25 / CHF 4.44
Year-end closing price 2014
CHF 6.45
5% STRAIGHT BOND 2012–2017
Swiss valor number
ISIN Listing
Ticker symbol Reuters
Bloomberg
Coupon
Issued amount
Maturity
Bond price high / low 2014
18498778
CH0184987789
SIX Swiss Exchange
MBT12
MBTN MBTN SW
5.00% per annum
CHF 130 000 000
24 May 2017
106.00% / 51.50%
79.00%
4% CONVERTIBLE BOND 2014–2020
Swiss valor number
ISIN Listing
Ticker symbol Reuters
Bloomberg
Coupon
Issued amount
Conversion price
Maturity
Convertible bond price
high / low 2014
25344513
CH0253445131
SIX Swiss Exchange
MBT14
MBTN MBTN SW
4.00% per annum
CHF 100 000 000
CHF 11.39
24 September 2020
CONTACT ADDRESS
Schorenstrasse 39
CH-3645 Gwatt (Thun)
Switzerland
Phone +41 33 221 28 00
Fax +41 33 221 28 08
Email [email protected]
www.meyerburger.com
INVESTOR RELATIONS
Michel Hirschi
Phone +41 33 221 28 00
Fax +41 33 221 28 08
MEDIA RELATIONS
Werner Buchholz
Head of Corporate Communications
Phone +41 33 221 28 00
Fax +41 33 221 28 08
Ingrid Carstensen
Corporate Communications
Phone +41 33 221 28 00
Fax +41 33 221 28 08
105.30% / 30.00%
75.85%
OTHER INFORMATION
Accounting Standard
Auditors
Share Register
134
Swiss GAAP FER
PricewaterhouseCoopers AG
SIX SAG AG
IMPORTANT DATES
26 March 2015 PUBLICATION FISCAL YEAR RESULTS 2014
ANALYST AND MEDIA CONFERENCE
SIX SWISS EXCHANGE, ZURICH
29 April 2015
ORDINARY ANNUAL GENERAL MEETING
STADE DE SUISSE, BERNE
13 August 2015 PUBLICATION HALF-YEAR RESULTS 2015
CONFERENCE CALL FOR ANALYSTS
AND INVESTORS
135
ADDRESS DETAILS
Interesting and useful product portfolio information and background knowledge about the entire technology group
can be found on the corporate homepage www.meyerburger.com
All companies within the Meyer Burger Group can be reached using the email address
[email protected]
Group Companies
Meyer Burger Technology Ltd (Holding)
Schorenstrasse 39, 3645 Gwatt (Thun),
Switzerland, Phone +41 33 221 28 00,
Fax +41 33 221 28 08
AIS Automation Dresden GmbH
Otto-Mohr-Strasse 6, 01237 Dresden,
Germany, Phone +49 351 2166 0,
Fax +49 351 2166 3000,
Email [email protected],
www.ais-automation.com
Diamond Materials Tech, Inc.
3505 N. Stone Ave., Colorado Springs,
CO 80907, USA, Phone +1 719 570 1150,
Fax +1 719 570 1176
Hennecke Systems GmbH
Aachener Strasse 100, 53909 Zulpich,
Germany, Phone +49 2252 9408 01,
Fax +49 2252 9408 98
Meyer Burger Ltd
Fax +41 33 221 25 10
Meyer Burger Global Ltd
Fax +41 33 221 28 08
Meyer Burger Research AG
Rouges-Terres 61, 2068 Hauterive,
Switzerland
Phone +41 32 566 15 20
Meyer Burger Trading (Shanghai) Co. Ltd
17th F, Building 1, Guosheng Center, No. 5,
Lane 388 Daduhe Road, Putuo District,
Shanghai, China, 200062,
Phone +86 21 2221 7333,
Fax +86 21 6350 4715
136
Pasan SA
Rue Jaquet-Droz 8, 2000 Neuchâtel,
Fax +41 32 391 16 99
Roth & Rau AG
An der Baumschule 6–8,
09337 Hohenstein-Ernstthal, Germany,
Phone +49 3723 671 234,
Fax +49 3723 671 1000
Roth & Rau B.V.
Luchthavenweg 10, 5657 EB Eindhoven,
Netherlands, Phone +31 4025 81581,
Fax +31 4025 41 985,
Muegge GmbH
Hochstrasse 4–6, 64385 Reichelsheim,
Germany, Phone +49 6164 9307 0,
Fax +49 6164 9307 93,
Email [email protected], www.muegge.de
Roth & Rau – Ortner GmbH
Manfred-von-Ardenne-Ring 7,
01099 Dresden, Germany,
Phone +49 3518 8861 0,
Fax +49 3518 8861 20,
Email [email protected],
www.rr-ortner.com
Somont GmbH
Im Brunnenfeld 8, 79224 Umkirch, Germany,
Phone +49 7665 9809 7000,
Fax +49 7665 9809 7999
Sales and Service Companies
Meyer Burger Trading (Shanghai) Co. Ltd
17 th F, Building 1, Guosheng Center, No. 5,
Lane 388 Daduhe Road, Putuo District,
Shanghai, China, 200062,
Phone +86 21 2221 7333,
Fax +86 21 6350 4715
MB Systems Co. Ltd
3F, 1799 Jangjae-ri, Baebang-eup, Asan-si,
Chungcheongnam-do 336-857, Korea,
Phone +82 41 542 8151,
Fax +82 41 542 8150
Meyer Burger Co. Ltd
1F, No. 28, Gaotie 1st Rd., Zhubei City,
Hsinchu County 30273, Taiwan (R.O.C.),
Phone +886 3 6578612,
Fax +886 3 6578524
19B Commerce Avenue, Mahaganesh
Colony, Paud Road, Pune-411 038, India
Phone +91 20 6900 0208
Service Companies
Meyer Burger KK
Azabu N House 3F, Azabudai 3-4-23,
Minato-ku, Tokyo 106-0041, Japan,
Phone +81 3 3583 3438,
Fax +81 3 4496 4206
MBT Systems Ltd
23562 N Clara Ln, 97124 Hillsboro, OR, USA
Phone +1 503 645 3200,
Fax +1 503 645 6707
20, Tuas South Avenue 14,
637312 Singapore, Singapore,
Phone +65 6686 2170,
Fax +65 6686 2173
Declaration on forward-looking statements
This document Report to Fiscal Year 2014 and the Company Profile are integral parts of the Meyer Burger
Technology Ltd Annual Report 2014. Both documents contain statements that constitute “forwardlooking” statements, relating to Meyer Burger. Because these forward-looking statements are subject to risks
and uncertainties, the reader is cautioned that actual future results may differ from those expressed
in or implied by the statements, which constitute projections of possible developments. All forward-looking
statements are based only on data available to Meyer Burger at the time of preparing the Annual
Report 2014. Meyer Burger does not undertake any obligation to update any forward-looking statements
contained in these documents as a result of new information, future events or otherwise.
The Company Profile and Report to Fiscal Year 2014 are also available in electronic form and in German.
The original German language version is binding.
The Company Profile and Report to Fiscal Year 2014 documents are also available on the company website www.meyerburger.com
Publishing details
Publisher: Meyer Burger Technology Ltd, Gwatt (Thun)
Concept: Tolxdorff & Eicher Consulting, Horgen
Creation/design/production: Linkgroup, Zurich
Sustainability advisor: sustainserv, Zurich and Boston
Translation: CLS Communication AG, Basel
© Meyer Burger Technology Ltd 2015
Climate neutral manufactured by Linkgroup.
Printed in Switzerland
Schorenstrasse 39
CH-3645 Gwatt (Thun)
Switzerland
[email protected]
www.meyerburger.com

2014 Fiscal Year Report

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