1 Edisun Power Europe Ltd. Corporate Governance Report 2013 Financial Statements
2 Editorial clear improvement in EBITDA, which increased by CHF 0.91 million, or 23 %. Market environment necessitates further cost savings In 2013 the revenue of Edisun Power Group increased by 4.5 % to CHF 8.59 million. Due to the change in the market environment, it became necessary to impair the value of the assets by CHF 2.61 million, which led to a loss of CHF 3.46 million. In order to achieve appropriate returns in the future, the Group announced a new cost saving program at the beginning of 2014, which, among other things included the delisting of the company s stock from the SIX Swiss Exchange. Energy production by the Edisun Power Group, which is issuing its Financial Statement according to the guidelines of Swiss GAAP FER for the first time in 2013, grew in 2013 by 13 % to 16.2 million kwh (2012: 14.4 million kwh). Revenue grew to CHF 8.59 million (2012: CHF 8.22 million) and 76 % of revenue was generated abroad (2012: 70 %). Profit before interest, tax, amortization and deconsolidation (EBITDA) rose to CHF 4.86 million (2012: CHF 3.96 million). Net profit was CHF million (2012: million). Higher revenue from electricity production despite bad weather In 2013, Edisun Power Group was able to increase revenue from electricity production by 4 % to CHF 8.13 million (2012: CHF 7.80 million). The increase can mainly be attributed to the plants in Huelva and on Mallorca that were completed in the second half of Due to bad weather conditions in the first half of 2013, electricity production fell by 5 % compared with the previous year on a comparable basis. The measures that were announced at the beginning of 2013 to reduce annual costs by CHF 1 million were completed in the 4th quarter. Together with the increase in electricity production, these measures contributed to the At the time of the 2013 half-year report, detailed analysis already showed the necessity to make an impairment on the value of photovoltaic plants in France, Spain and Germany of CHF 1.83 million. Due to the decree of the new Spanish energy law published at the beginning of February 2014, it was necessary to make a further impairment of CHF 0.66 million in the 2013 financial statement. Although the total value of the Spanish plants was in line with the estimated value at the time of the half-year report, it was necessary to adjust the asset value further as the new law had a negative impact on three of our plants. The total impairment charge came to CHF 2.61 million in 2013 (2012: 1.03 million). Depreciation increased compared with the previous year as the two plants that were completed in 2012 are included in the accounts for a full year for the first time in Successful sale of small Swiss photovoltaic plants Seven plants were sold in mid 2013, followed by the sale of the entire Edisun Power Ltd with 32 plants at the end of the year. This resulted in a profit of CHF 0.42 million from the deconsolidation in the second half of the year, which had a corresponding positive influence on the results. The sale of these small plants will reduce the annual revenue of the Group by about CHF 1 million. Thanks to the proceeds from selling these plants and existing liquidity, the Group was able to reduce debt by CHF 6.7 million in 2013, and by a further CHF 3.97 million in early 2014, which will result in a corresponding reduction in interest payments. In addition, the maturity structure of the debt has been improved by the issuance of a 10-year bond at the beginning of The focus on bigger plants results in more efficient plant management, allowing the Group to begin a further program of cost reductions amounting to CHF 0.7 million at the end of February This program will show positive financial effects from autumn Rainer Isenrich CEO and CFO, Edisun Power Group
3 Content Corporate Governance Report Executive Summary 06 Group Structure 08 Shareholders 10 Capital Structure 12 Board of Directors 17 Management Board 18 Compensation and Shareholdings 21 Shareholders Participation Rights 22 Auditors 23 Information Policy 23 Financial Calendar Financial Statements Consolidated Financial Statements 25 Balance Sheet 26 Income Statement 27 Cash Flow Statement 28 Statement of Changes in Equity 29 Notes 49 Report of the Group Auditors 52 Statutory Financial Statements 53 Balance Sheet 54 Income Statement 55 Notes 61 Report of the Statutory Auditors
4 4 Corporate Governance Report 2013 Corporate Governance Report 2013 Edisun Power has high standards when it comes to effective Cor porate Governance. This ensures responsible and transparent company leadership and management and contributes to our long-term success. It is the key to meeting the demands of our various stake holder groups, including shareholders, customers, employees and the local communities in which we operate. Corporate Governance describes how management is organized and how it operates. Ultimately it contributes to our success by protecting the interests of our shareholders while at the same time creating value for all stakeholders. The Board of Directors is committed to maintaining the highest standards of integrity and transparency in the governance of the company. In this, it is guided by the Swiss Code of Best Practice and the most recent principles of Corporate Governance. Good Corporate Governance seeks to balance entrepreneurship, control and transparency, while promoting an efficient decision-making process within the company. The Board of Directors and the Management Board work constantly to improve the quality of Corporate Governance. The Board of Directors considered the implications of the Minder Initiative. As a result of this the president of the Board of Directors, the single board members as well as the members of the Nomination Committee will be elected by the general assembly in The final implementation will be done at the general assembly 2015 considering the planned delisting from the SIX Swiss Exchange. 1 Executive Summary Changes in share capital As of December Ordinary share capital (in CHF) ) Total shares ) On May 7, 2013, the share capital was reduced as part of an initiative to eliminate losses on the balance sheet.
5 Corporate Governance Report Significant Shareholders as of December Number of Shares 2013 in % 2012 in % Eberhard Martin % 10.6 % Nef Hans % 4.9 % Group of shareholders with Hansjürg Leibundgut and B35 AG 1) % < 3 % Coopera Sammelstiftung PUK % 3.1 % 1) B35 AG comprises Hansjürg Leibundgut, Ursula Leibundgut and Martin Schmutz. Auditors The auditors are appointed annually at the General Shareholders Meeting. The term of office is one year. PricewaterhouseCoopers AG, Zurich, was first appointed at the General Shareholders Meeting of May 9, 2008, and since this date Patrick Balkanyi has been the auditor in charge. Shareholders participation rights Each registered ordinary share bears one voting right at the General Shareholders Meeting and entitlement to dividend payments. Extraordinary Shareholders Meetings are convened by the Board of Directors if shareholders representing at least 10 % of the share capital request such meetings. Compensation in CHF 2013 Total compensation of the Board of Directors Total compensation of the Management Board Highest total compensation in CHF 2013 Board of Directors: Giatgen Peder Fontana Management Board: Rainer Isenrich
6 6 Corporate Governance Report Group Structure Operational Group structure The headquarter of Edisun Power Group is in Zurich, Switzerland. Group subsidiaries operate in Switzerland, Germany, Spain and France. Edisun Power Europe Ltd. is the parent company and has been listed on the domestic segment of the SIX Swiss Exchange since November 4, 2013, having previously been listed on the main segment. Listed companies Apart from Edisun Power Europe Ltd. no other companies belonging to the consolidated Edisun Power Group have equity securities listed on a stock exchange. Key data for the shares of Edisun Power Europe Ltd. as of December 31: The following chart shows the Group's operational structure as of December 31, 2013: General Shareholders Meeting Market capitalization (CHF m) As a % of equity Share price (CHF) Nomination and Compensation Committee Board of Directors Management Board CEO/CFO Audit Committee Registered office: 8006 Zurich, Switzerland Listing: SIX Swiss Exchange Valor number: ISIN: CH Ticker symbol: ESUN Nominal value: CHF 52.55
7 Corporate Governance Report Non-listed companies The following organizational chart shows all the companies in the Edisun Power Group as of December 31, 2013 (registered office, share capital in local currency and share of ownership): Edisun Power Europe Ltd. (Zurich, Switzerland) Edisun Power Switzerland Ltd. (Zurich, Switzerland) TCHF % Edisun Power PLC (Sigmaringen, Germany) TEUR % Edisun Power Iberia S. A. (Alella/Barcelona, Spain) TEUR % Edisun Power France SAS (Lyon, France) TEUR % PV Hörselgau Beteiligungs UG (Sigmaringen, Germany) TEUR % Edisun Power Iberia Beta S. A. (Alella/Barcelona, Spain) TEUR % PV Hörselgau UG & Co. KG (Sigmaringen, Germany) TEUR % Edisun Power Iberia Gamma S. A. (Alella/Barcelona, Spain) TEUR % Edisun Power Iberia Delta S. A. (Alella/Barcelona, Spain) TEUR % Edisun Power Iberia Epsilon S. A. (Alella/Barcelona, Spain) TEUR % Salinas Energia Solar S. L. (Alella/Barcelona, Spain) TEUR % Cortadeta Fotovoltaica S. L. (Alella/Barcelona, Spain) TEUR % Edisun Power Ltd. (Zurich, Switzerland) TCHF 2634, 100 %, a subsidiary of Edisun Power Europe Ltd., was sold to BE Netz AG, effective December 31, Sol de Tilla, S. L. (Alella/Barcelona, Spain) TCHF %
8 8 Corporate Governance Report Shareholders Registered shareholders As of December 31, the holdings of registered shareholders were distributed as follows: Number of shares held Total registered shareholders Significant shareholders As of December 31, the significant shareholders and their holdings were as follows: 2013 shares 2013 % of total 2012 % of total Eberhard Martin % 10.6 % Nef Hans % 4.9 % Group of shareholders with Hansjürg Leibundgut and B35 AG 1) % < 3 % CoOpera Sammelstiftung PUK % 3.1 % Registered shareholders with holdings of less than 3 % % 69.3 % Not registered % 12.1 % Total shares % % 1) B35 AG comprises Hansjürg Leibundgut, Ursula Leibundgut and Martin Schmutz. The following significant shareholder notifications occurred during 2013: All significant shareholder notifications can be accessed on the SIX website (www.six-swiss-exchange.com). On March 21, 2013, Hans Nef acquired shares in Edisun Power, taking his total holding on that date to shares (5.01%). On March 21, 2013, the group of shareholders with Hansjürg Leibundgut and B35 AG (comprising Hansjürg Leibundgut, Ursula Leibundgut and Martin Schmutz) acquired shares in Edisun Power, taking their total holding on that date to shares (3.10%).
9 Corporate Governance Report Shareholder structure On December 31, the distribution of shareholders by type was as follows: Type Individual shareholders 81 % 79 % Legal entities 7 % 6 % Nominees, fiduciaries 2 % 3 % Not registered 10 % 12 % Total 100 % 100 % On December 31, the distribution of shareholders by domicile was as follows: Origin Switzerland 88 % 86 % Europe (other than Switzerland) 2 % 2 % Not registered 10 % 12 % Total 100 % 100 % Cross-shareholdings Edisun Power Europe Ltd. has no cross-shareholdings with other companies.
10 10 Corporate Governance Report Capital Structure On December 31, 2013, the capital of Edisun Power Europe Ltd. was as follows: Ordinary share capital (CHF) Total shares Authorized and conditional capital On December 31, 2013, Edisun Power Europe Ltd. had no authorized and no conditional capital. Changes in capital The capital of Edisun Power Europe Ltd. was changed in 2013: Changes in share capital Ordinary share capital (CHF) Total shares Authorized capital (CHF) Authorized shares In some previous years, the share capital was increased annually by issuing ordinary shares with a par value of CHF 100: in 2006 by shares, in 2007 by shares and in 2008 by shares. On May 7, 2013, the share capital was reduced as part of an initiative to eliminate losses on the balance sheet by reducing the nominal value of a share to CHF
11 Corporate Governance Report Shares and participation certificates Edisun Power Europe Ltd. registered shares have been listed on the SIX Swiss Exchange since September 26, Since May 7, 2013, the par value has been CHF per share, and prior to that it was CHF per share. The share capital is fully paid up. Each ordinary share bears one voting right at the General Shareholders Meeting and entitlement to dividend payments. Edisun Power Europe Ltd. has not issued any participation certificates. Profit sharing certificates Edisun Power Europe Ltd. has not issued any profit sharing certificates. Limitations on transferability and nominee registrations To be recognized as a shareholder with comprehensive rights, an acquirer of shares must submit an application for entry in the share register. The Corporation may refuse the entry in the share register if the applicant does not explicitly declare that it has acquired and will hold the shares in its own name and on its own account. Parties who act together are considered as one person. The Board of Directors may approve exceptions with good reason and no special quorum is required for such a decision. Admissibility of nominee registration Nominees are persons who have filed an application for registration, and who do not expressly declare themselves to be holding shares for their own account, and with whom the Board of Directors has reached an agreement to this effect. The Board of Directors may enter a nominee in the register of shareholders when the nominee holds voting rights for up to 3 % of the share capital recorded in the commercial register. When a nominee holds 3 % or more of the share capital, the Board of Directors may enter shares held by the nominee in the register of shareholders if the nominee discloses the name, address and number of shares held by each person on whose account the shares are held. Legal entities and associations that are linked through capital ownership or voting rights, through common management or in like manner, as well as individuals, legal entities or partnerships that act in concert, syndicate or in like manner with the intent to evade the entry restriction, are considered as one nominee within the meaning of this article. Procedures and conditions for cancelling statutory privileges and limitations on transferability In the event that such a situation arises, an absolute majority of the votes represented at the General Shareholders Meeting is sufficient to proceed with cancellation of statutory privileges and limitations on transferability. Granting exceptions in the year under review During the reporting period, no exceptions to the above listed rules were granted by the Board of Directors. Convertible bonds and warrants/options Edisun Power Europe Ltd. has not issued any convertible bonds, warrants or options.
12 12 Corporate Governance Report Board of Directors The Board of Directors may take decisions on all matters that are not reserved for the general meeting of shareholders. The Board of Directors is responsible for the ultimate management of the Company as well as for the ultimate supervision of the management. The Board of Director s non-transferable and inalienable duties according to Swiss corporate law include the establishment of the organizational structure and the accounting system of the Company, financial control and financial planning, appointment and dismissal of management, overall supervision of management, preparation of the annual report, as well as the shareholders meeting and making legal notification in the event of qualified indebtedness. The Board of Directors can delegate the management entirely or in part to individual members of the Board of Directors or to third persons. To this end, the Company has enacted organizational regulations, which further detail the duties and competence of the Board of Directors in particular with regard to planning, regulation, supervision and personnel matters. Giatgen Peder Fontana, Chairman of the Board born 1950, Swiss national non-executive member Giatgen Peder Fontana has been a member of the company s Board of Directors since 2012, and has served as Chairman since May 7, He holds a Ph.D. in law (Dr. iur.). Giatgen Peder Fontana has been the owner of Fontana Projects LLC since 1998 and he holds various consulting and board membership mandates. He is a past President of Öbu, the Swiss association for environmentally conscious management, and is President and board member of myclimate, a non-profit foundation that works to implement climate protection measures. Giatgen Peder Fontana is a past CEO of the Rivella Group and he was a member of the Group Management at Ricola in charge of sales and marketing. He served as Chairman of the Board of Directors of Mobility Carsharing for a period of 12 years. He is an active politician as a member of parliament of the canton of Grisons (Switzerland). Martin Eberhard, Vice-Chairman of the Board born 1958, Swiss national non-executive member Martin Eberhard has been a member of the Board of Directors of the Company since He holds a BA in Economics and Business Administration. He attended the Swiss Banking School and the Advanced Executive Program at Kellogg University, Chicago. From 2000 until 2009 he was Chief Executive Officer of NZB Neue Zürcher Bank. Prior to this, Martin Eberhard spent 16 years (from 1984 to 2000) at Bank Julius Baer in Zurich. In 1992 he was promoted to Managing Director and Head of Sales, Research and Trading for Switzerland. In 1996 he became a member of the Management Board and Head of Brokerage and Capital Markets. Before his career at Julius Baer,
13 Corporate Governance Report Martin Eberhard worked for six years (from 1978 to 1984) in various sales, trading and capital market positions for Swiss Banking Corporation. Today Martin Eberhard works as an independent financial consultant. In addition, he is on the board of Private Equity Holding Ltd. and on the board of several other Swiss industrial and financial companies. Election procedure and limits on the term of office The Articles of Association of Edisun Power Europe Ltd. provide that the Board of Directors consists of three to nine members. As of December 31, 2013, the Board of Directors had three members. Theodor Scheidegger, Member of the Board born 1958, Swiss and Canadian non-executive member Theodor Scheidegger has been a member of the company s Board of Directors since May 7, He graduated from the University of Vienna with a master s degree in business administration and computer science (Mag.rer. soc.oec.) and obtained a doctorate from the University of Kiel in the field of industrial business administration and information technology (Dr. sc. pol.). From Theodor Scheidegger was CEO of the Solar and Hydro division of Siemens AG. Prior to that, he was CEO and Chairman of the Management Board of Sovello AG in Germany from At Precious Woods Group, Switzerland he was Group CFO and head of the Carbon and Energy segment from From he was Vice President and General Manager of Emerson Retail Solutions, Europe. Previously, Theodor Scheidegger worked in various functions at Invensys plc for seven years and at Siemens AG for 14 years ( ). Currently, he is Chairman of the Engynious Group in Baar. In addition, he is a Director of several other Swiss and international companies. The members of the Board of Directors are elected individually at the Annual General Shareholders Meeting. All members are elected for a period of one year. The term ends on the day of the Annual General Shareholders Meeting. In the event that a substitute is elected to the Board of Directors during a term, the newly elected member finishes the term of his or her predecessor. Re-election for successive terms is possible. Allocation of tasks within the Board of Directors The Board of Directors appoints itself and names its Chairman (currently Giatgen Peder Fontana) and its Secretary. The secretary need not be a member of the Board of Directors or a shareholder. Since May 7, 2013, Urs Scherrer has been Secretary of the Board of Directors. The adoption of resolutions by the Board of Directors requires an absolute majority of the votes cast. In the event of a tie, the chairman of the Board of Directors has the deciding vote. Resolutions to a motion may also be reached in writing if no member of the Board of Directors objects to this process. Minutes of the deliberations and resolutions must be kept and must be signed by the Chairman and Secretary of the Board of Directors.
14 14 Corporate Governance Report 2013 The allocation of assignments between the Board of Directors and the CEO is defined in the Edisun Power Europe Ltd. Organizational Regulations. In accordance with the Organizational Regulations, the Board has appointed an Audit Committee and a Nomination and Compensation Committee. Tasks and area of responsibility for Board of Director s committees The duties and authorities of the committees are defined in the Committee Charters of the Board of Directors of Edisun Power Europe Ltd. The committees report to the Board on their activities and findings. The overall responsibility for duties delegated to the committees remains with the Board. The committees were established during the course of the initial public offering in September Until then the entire Board of Directors was responsible for all duties. Audit Committee As of December 31, 2013, the Audit Committee had three members: Martin Eberhard (Chairman), Giatgen Peder Fontana and Theodor Scheidegger. All members are independent, which ensures the degree of objectivity required for them to exercise their functions. The Audit Committee meets at least three times a year, or as often as required. In the year under review, three regular meetings of the Audit Committee were held. All of the meetings were attended by all members of the committee as well as by the CEO/CFO as a guest. Furthermore, all meetings were also attended by the auditors. The average duration of the meetings was 3.8 hours. Within the context of its overall remit, the Audit Committee assesses the work and effectiveness of the external auditor on behalf of the Board of Directors, by evaluating their level of competence, independence, communication, quality of deliverables as well as fees. Furthermore, the Audit Committee assesses the financial control, the financial structure and risk management mechanisms of the company, and reviews the interim and annual financial accounts of the Group. Nomination and Compensation Committee Since May 2010 the Nomination and Compensation Committee has been integrated into the Board of Directors. Therefore, all members of the Board are now also members of the Nomination and Compensation Committee. The Nomination and Compensation Committee meets at least once a year, or as often as required. In 2013 the Committee met once during a regular Board meeting with a duration of 0.5 hour. The meeting was attended by all members of the Committee. The primary tasks of this Committee are to review and propose the compensation structure and the amount of compensation for the members of the Board of Directors and the Management Board, to select and propose suitable candidates for election to the Board of Directors and for appointment to the Management Board. The Committee submits the relevant proposals and nominations to the Board of Directors.
15 Corporate Governance Report Working methods of the Board of Directors and its Committees The Board of Directors convenes ordinary meetings as often as required by the business and the affairs of the Company. Additional meetings or telephone conferences are held as needed. The Board of Directors may pass resolutions if the majority of its members is present (including presence via phone or electronic media), except with respect to resolutions regarding the implementation of capital increases, for which there is no statutory quorum. The Board of Directors held six meetings and five telephone conferences in Most ordinary meetings of the Board of Directors last half a day. The members of the Management Board take part regularly in meetings of the Board of Directors to report on special projects in their areas of responsibility. In addition, the Board of Directors receives monthly written reports on current projects, liquidity planning, sale of electricity and budget variances. Definition of areas of responsibility The Board of Directors has delegated the day-to-day management of Edisun Power to the Executive Management (comprising CEO/CFO and CTO until ), except as otherwise provided by law and the Articles of Association. The CEO heads the operational business and is empowered to fulfill his duties, unless otherwise provided by law, the Articles of Association or the organizational regulations. The specific tasks and areas of authority are specified in the organizational regulations and in the annex to the Company s organizational regulations. The primary tasks reserved for the Board of Directors are the definition of principles and decisions concerning the subjects of corporate strategy, financial planning, organizational structure, human resources policy and supervision of top management. The Board of Directors is also responsible for the preparation of the annual report, preparation for the shareholders meeting and the implementation of the resolutions adopted at shareholders meetings. Last but not least, the Board approves the formal risk assessment which is required by Article 663b of the Swiss Code of Obligations. The Board has approved the design, implementation and maintenance of the Internal Control System required under applicable law. Information and controlling instruments vis-à-vis the Management Board The Chairman and/or other members of the Board of Directors may attend the meetings of the Management Board. During the Board and Committee meetings, the Management Board reports regularly to the Board of Directors on the course of business. Should extraordinary events occur, the Management Board is required to inform the Board of Directors immediately. In connection with meetings of the Board of Directors, the members of the Management Board report to the Board of Directors on their respective business areas.
16 16 Corporate Governance Report 2013 The standardized reporting consists of monthly written reports on current sale of electricity, projects, liquidity planning and budget variances of the Group. The resulting analysis and action taken are presented at each board meeting by the Mangement Board. Complete consolidated financial statements under Swiss GAAP ARR are prepared on a semi-annual basis. The quarterly reports and the financial statements are submitted to the Board of Directors. Risk management analyzes the Group s overall risk exposure and supports the strategic decision-making process. It is therefore linked closely with the Group s strategic management process. The types of risks considered include those concerning the market, business environment, operations, financial risks (including currency, interest, cash-flow and liquidity risks), compliance and risks concerning company reputation. The examination of exposure to risk includes the identification of possible opportunities as well as an analysis of threats. The Board of Directors analyzes Group risk at least once a year and discusses it with the Management Board in the context of a strategic meeting.
17 Corporate Governance Report Management Board The Management Board is responsible for the operational management of the company. Furthermore, it prepares for and then executes decisions made by the Board of Directors. According to the Organizational Regulations of Edisun Power Europe Ltd. it must, as a minimum requirement, include the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO). The Management Board is appointed by the Board of Directors and currently includes only the CEO/CFO. Rainer Isenrich, CEO/CFO born 1960, Swiss national Rainer Isenrich has been CEO/CFO of Edisun Power since March 1, He studied electrical engineering at the Swiss Federal Institute of Technology (ETH) Zurich, gained a master s degree in Management from Georgia Institute of Technology (Atlanta, USA) and completed further studies in Innovation Management at IMD in Lausanne. Rainer Isenrich has accumulated extensive international professional and management experience in a diverse range of industries and roles. From 1990 to 2005 he worked for Georg Fischer AG, where, among other positions, he served as Chief Information Officer from and was head of various business units and divisions from From he was CEO of Multi-Contact Group and thereby also responsible for Multi-Contact s activities as the market leader in electrical connectors for photovoltaic modules. Subsequently Rainer Isenrich held various positions with automation specialist Infranor and plastics manufacturer Fischer Söhne AG.
18 18 Corporate Governance Report Compensation and Shareholdings Composition and method of determining compensation The compensation principles of Edisun Power Europe Ltd. are based on performance. The compensation packages of Edisun Power Group employees comprise a fixed salary and, since 2009, a variable performance-related salary for middle and top management. Fixed salary The fixed salary is intended to give each employee a regular and predictable salary that does not depend on the annual performance of the employee or of Edisun Power Europe Group s business. Salary levels depend on job descriptions and market competitiveness as well as on the skills of each employee. Salaries are reviewed annually and their evolution depends on the individual performance of each employee. Variable salary In 2009 the Group introduced a variable salary component to middle and top management in the range of 10 to 20 % of fixed salary depending on job description and management level. At the beginning of the financial year, the Nomination and Compensation Committee (NCC) sets the objectives that need to be met in order to achieve the variable salary. The objectives include operational, financial and organizational elements at personal and company level. The actual payout then depends on the performance achieved by the employee compared with the individual objectives agreed at the beginning of the financial year, as well as the overall performance of the Edisun Power Group (achievement of target net result) and is ratified by the NCC. The target for the variable salary component of the CEO/CFO in 2013 was linked exclusively to a positive financial result. As this was not achieved, the CEO/CFO was not entitled to a variable salary component. As the CTOs employment contract was terminated in 2013, he was entitled to an achievement bonus based on the following criteria: handover of CTO responsibilities to the CEO/CFO, acquistion of new PV plants and preparations of sales documentation for the sale of Swiss PV plants. Determination of compensation for members of the Board of Directors and the Management Board Board of Directors All members of the Board of Directors receive a fixed fee. In addition, the Chairman of the Board of Directors and members of the Audit Committee or the Nomination and Compensation Committee are paid supplementary compensations. No extraordinary fees were paid out to the Board of Directors in The compensation of the Board of Directors is reviewed by the Nomination and Compensation Committee once a year and adjusted as necessary. Changes require the approval of the Board of Directors.
19 Corporate Governance Report The following table shows compensation paid to the individual members of the Board of Directors (see page 18) in the year under review and in the previous year in CHF: Financial year Fixed fee Social benefits (employer s contribution) Total cash compensation Total compensation Heinrich Bruhin Chairman until Giatgen Peder Fontana Chairman from Peter Toggweiler Member until Pius Hüsser Member until Martin Eberhard Vice-Chairman from Theodor Scheidegger New member from Management Board The Management Board of Edisun Power Europe Ltd. consists of the CEO/CFO and CTO (official term of Markus Kohler as CTO until , further activities of Markus Kohler until the end of his employment on ). Their annual financial compensation consists of a fixed and (since 2009) a variable salary of maximum CHF for the CEO/CFO and CHF for the CTO, with customary social benefits (employer s contribution) and expenses. The fixed salary is paid in cash on a monthly basis (1/13th with the 13th salary in December) and the variable salary (if any) is paid in cash at the beginning of the next fiscal year. The financial compensation of the Management Board is set by the Nomination and Compensation Committee and the decision is noted by the Board of Directors as a whole. Benchmarking against the European solar market takes place periodically. Contractually, individual bonuses are entirely at the discretion of the Nomination and Compensation Committee (NCC). However, in making its decision, the NCC considers the objectives defined in advance (see page 18). Furthermore, employees are only entitled to the variable portion of the salary if their employment is not subject to notice of termination as of December 31. For 2013, a total management board bonus of CHF was paid out in 2013 as an achievement bonus. No further compensation in shares or options of the group was granted. The employment contract of the CEO/CFO was concluded for an indefinite period of time and may be terminated with six months notice. This contract of employment does not include severance compensation. Markus Kohler, whose employment contract was terminated in 2013, did not receive severance compensation.
20 20 Corporate Governance Report 2013 The following table shows the compensation granted to the CEO/CFO and the CTO in the year under review and in the previous year in CHF: Financial year Fixed salary Variable salary Social benefits Expenses Total compensation Rainer Isenrich CEO/CFO 1) Markus Kohler CTO 2) ) 2) CEO/CFO since March 1, 2012 CTO until , employment contract ended , total compensation until shown. Additional payments to members of the Board of Directors and the Management Board Neither in the reporting period nor in the previous year were additional fees paid for services on top of the ordinary compensation, nor were any loans awarded or guarantees given to members of the Board of Directors or the Management Board or persons closely linked to them. Related parties transactions There were no transactions with related parties in 2013 or in 2012 other than the ones disclosed on page 48 of the consolidated financial statements. On the basis of a loan agreement, Martin Eberhard was granted the following funding fee (in CHF): Funding fee The loan agreement was terminated as of March 31, 2012.
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