The Corporation has the operational divisions: GF Piping Systems, GF Auto­motive, and GF Machining Solutions, plus the Corporate Staff Units Finance & Controlling and Corporate Development. The Chief Executive Officer is also the Head of Corporate Development.

The CEO, supported by the other members of the Executive Committee, bears responsibility for the management of the Corporation, where this is not delegated to the ­divisions or the Corporate Staff Units. The Heads of the Divisions, supported by the Heads of the Business Units and Service Centers, bear responsibility for the management of the divisions. The Corporate Staff Units support the Board of Directors and the Executive Committee in their management and supervisory functions.

An overview of all Affiliated Companies in the scope of consolidation can be found in the ­Financial Report. The list contains the company name, domicile, share capital, and percentage held by GF.

As of 31 December 2015, no shareholder or shareholder group had voting rights in excess of 5%. LSV Asset Management, Chicago (USA), and the UBS Fund Management (Switzerland) AG, Basel (Switzerland), had voting rights between 3% and 5%.

Nine disclosure notifications were filed in the year under review: eight in relation to the BlackRock Group (see group structure as published on the SIX disclosure platform), held indirectly by BlackRock, Inc. (USA), and one in relation to Norges Bank (the Central Bank of Norway), Oslo (Norway). Disclosure notifications pertaining to share­holdings in Georg Fischer Ltd that were filed with Georg Fischer Ltd and the SIX Swiss Exchange are published on the latter’s electronic publication platform.

There are no cross-shareholdings or shareholder pooling agreements with other companies.

Fully paid-in share capital amounts to CHF 4 100 898 and is divided into 4 100 898 registered shares each with a par value of CHF 1. Each registered share has one vote at the ­Annual Shareholders’ Meeting. The authorized capital and the conditional capital amount to a maximum of 600 000 shares. The maximum authorized or conditional capital is reduced by the amount that conditional or authorized capital is created by the issue of bonds or similar debt instruments or new shares.

By no later than 19 March 2016, the maximum authorized share capital will be CHF 600 000 divided into no more than 600 000 registered shares each with a par value of CHF 1. Moreover, the share capital may be increased via the conditional capital by a maximum of CHF 600 000 by the issue of no more than 600 000 fully paid-in registered shares with
a nominal value of CHF 1 each, through the exercise of conversion rights and/or warrants granted in connection with the issuance on capital markets of bonds or similar debt instruments of the company or one of its Corporate Companies. As of 31 December 2015, no such bonds or similar debt instruments were outstanding. The beneficiaries and the conditions and modalities of the issue of authorized capital are described in §4.4 a) of the Articles of Association of Georg Fischer Ltd and those of conditional capital in §4.4 b) of the Articles of Association of Georg Fischer Ltd.

The subscription to and acquisition of the new shares, and any subsequent transfer of the shares, are subject to the statutory restrictions on transferability (see the next section “Restri­c­tions on transferability”). Further information on the share capital and changes in capital in the last five years can be found here. No participation or profit-sharing certificates exist.

Entry in the company’s share register as a shareholder or beneficiary with voting rights is subject to the approval of the Board of Directors. Approval of registration is subject to the following conditions: a natural person or legal entity may not ­accumulate, either directly or indirectly, more than 5% of the registered share capital. Persons who are bound by capital or voting rights, by consolidated management or in a similar manner, or who have come to an agreement for the purpose of circumventing this rule, shall be deemed as one person.

Persons who hold shares for third parties (referred to as nominees) are only entered in the share register with voting rights if the nominee declares their willingness to disclose the names, addresses, and shareholdings of those persons on whose behalf they hold the shares. The same registration limitations apply, mutatis mutandis, to nominees as to individual shareholders.

Cancellation or easing of the restrictions on the transferability of registered shares requires a resolution of the Annual Shareholders’ Meeting passed by at least two-thirds of the shares represented and an absolute majority of the par value of the shares represented.

There are no outstanding convertible bonds, and GF has issued no options. 

The Chief Executive Officer is responsible for the management of the Corporation. Under his leadership, the Executive Committee addresses all issues of relevance to the Corporation, takes decisions within its remit, and submits proposals to the Board of Directors. The Heads of the three Divisions and two Corporate Staff Units are responsible for drafting and achieving their business objectives and for managing their units autonomously. No management responsibility is delegated to third parties at the Executive Committee level (management contracts).

As at the end of the year under review, the Executive Committee remained unchanged with the following members: Yves Serra, CEO and at the same time Head of Corporate Development; Pietro Lori, Head of GF Piping Systems; Josef Edbauer, Head of GF Automotive; Pascal Boillat, Head of GF Machining Solutions; Roland Abt, CFO and Head of Corporate Finance & Controlling.

As of 31 December 2015, Georg Fischer Ltd had 13 949  shareholders with voting rights (previous year: 13 390), most of whom reside in Switzerland. To maintain this broad base, the Articles of Association provide for the statutory restrictions summarized hereinafter.

The total number of votes exercised by one person for their own shares and shares for which they vote by proxy may not exceed 5% of the votes of the company’s total share capital. Persons bound by capital or voting rights, by consolidated management, or otherwise acting in concert for the purpose of circumventing this provision are deemed to be one person.

The restriction of voting rights under §4.10 of the ­Articles of Association may be revoked only by a resolution of the Annual Shareholders’ Meeting, passed by a two-thirds majority of the shares represented and an absolute majority of the par value of the shares represented.

A shareholder may, on the basis of a written power of attorney, be represented at the Annual Shareholders’ Meeting by another shareholder entitled to vote or the independent proxy. Shareholders can also confer powers of attorney and issue instructions to independent proxies electronically. Partnerships may be represented by a partner or authorized signatory, legal entities by a person authorized by law or the Articles of Association, married persons by their spouse, wards by their legal guardians, and minors by their legal representative, regardless of whether such representatives are shareholders or not.

The following resolutions of the ­Annual Shareholders’ Meeting require a majority greater than that laid down by law. At least two-thirds of the shares represented and an absolute majority of the par value of the shares represented must be in favor of:

1. the cases listed in Art. 704 para. 1 CO
2. the alleviation or withdrawal of limitations upon the transfer of registered shares
   
3. the creation, extension, alleviation, or withdrawal of the voting restrictions
4. the conversion of registered shares into bearer shares
   
5. the amendments to §16.1 of the Articles of Association
6. the removal of restrictions concerning the passing of resolutions by the Shareholders’ Meeting, particularly those of §12 of the Articles of Association of Georg Fischer Ltd

No regulations exist which deviate from those stipulated by law.

Shareholders representing a minimum of 0.3% of the share capital may request that an item be added to the agenda. The application must be submitted in writing no later than 60 days before the meeting and must specify the item to be discussed and the shareholder’s proposal.

The deadline for entering shareholders in the share register with regard to attendance at the Annual Shareholders’ Meeting is around ten days before the date of the Annual Shareholders’ Meeting. It is mentioned in the invitation to the Annual Shareholders’ Meeting.

The Articles of Association of Georg Fischer Ltd do not contain any regulations governing “opting-out” or “opting-up”. As of 1 January 2014, the contractually agreed period of notice for the members of the Executive Committee is basically twelve months. Furthermore, a change of control will result in the cancellation of all existing disposal limitations for shares allocated according to the share plan. In the event of a change of control, bondholders and banks have the right to demand the immediate repayment of bond issues and loans before they are due.

In 2012, PricewaterhouseCoopers, Zurich (Switzerland), was elected as external auditor. Since the Annual Shareholders’ Meeting 2012, Stefan Räbsamen is the auditor in charge. The latter is changed every seven years. The statutory auditor is elected at the Annual Shareholders’ Meeting for a term of one year.

In 2015, the Corporation spent about CHF 2.48 million (previous year: CHF 2.43 million) worldwide in connection with the annual audits conducted by PricewaterhouseCoopers at Georg Fischer Ltd, the GF Corporation, and the Corporate Companies. For additional services, PricewaterhouseCoopers received in 2015 fees of approximately CHF 0.42 million (previous year: CHF 0.48 million). Thereof CHF 0.17 million (previous year: CHF 0.2 million) for services related to tax advice and CHF 0.25 million (previous year: CHF 0.28 million) for other consulting mandates in connection with accounting.

The Audit Committee reviews and evaluates the effectiveness and independence of the external auditors annually. For this purpose, Internal Auditing reviews all services rendered by external auditors for the Corporation and their costs. The Audit Committee bases its evaluation on the following criteria:

• quality of the documents and management letters
  
• time taken and costs
• quality of oral and written reports on individual aspects and pertinent questions relating to accounting, auditing, or additional consulting mandates
  

In cooperation with internal and external audit, the Audit Committee evaluates the potential for improvements regarding the collaboration, the processing of the assignments and the interfaces or overlapping of internal and external audit work. The auditor in charge of the external auditor attended the five ordinary meetings of the Audit Committee.

For the evaluation, the members of the Audit Committee use first of all the knowledge and experience which they have acquired as a result of similar functions at other companies. Internal Auditing also issues an annual list of all services rendered by external auditors for the Corporation and their costs. The costs for the annual audits of Georg Fischer Ltd, the Corporation, and of all Corporate Companies were approved by the Audit Committee. Further services from PricewaterhouseCoopers are examined by the Head of Internal Auditing and, depending on the amount, approved either by the CFO or by the Managing Directors of the respective Corporate Companies.

Corporate Communications and Investor Relations are the two Service Centers responsible for information and communication in the Corporation. The communication strategy is based on GF’s business strategy and supports the positioning of both the Corporation and the divisions. Communication with all GF stakeholders is active, open, and timely. If possible and permissible, ­employees are notified first.

The introduction of the new corporate-wide intranet in mid-November marks an end for now to the revamping of the GF means of communication. Over the past three years, we have given a modern new look to the website, corporate design, and publications, such as the Annual Report and Sustainability Report, as well as the employee magazine “Globe”. The aim of this redesign was and is to boost the GF brand both within the Corporation and externally, and to position GF as a modern and client-oriented company that stands out from the competition, as well as making GF attractive for job-seekers (such as university graduates). In addition, communication via various social media channels has been expanded (LinkedIn, Xing, YouTube, Facebook, and Twitter). The fact that for the second year in a row the Swiss Association for Internal Communication (Schweizerischer Verband für interne Kommunikation, SVIK) has selected the “Globe” as Switzerland’s best employee magazine is a good indication that the path we have chosen is the right one. We will continue on this path. The ongoing trend towards digitalization, however, requires that Corporate Communications invests more in innovation and adaptation, without neglecting traditional ways of communication.

The shares of Georg Fischer Ltd are listed on the SIX Swiss Exchange. Therefore, GF is subject to the requirements on ad hoc publicity, i.e., the obligation to report any potential share-price-relevant information. GF also maintains a dialog with investors and journalists at respective events and roadshows.

Subscription to the e-mail service is free of charge. All media releases, Annual Reports, and Mid-Year Reports go online at the website www.georg­fischer.com at the same time as they are published. Shareholders receive the short version of the Annual Report and the Mid-Year Report automatically, and other interested parties receive them on request.

Between 1 January and the editorial deadline on 19 February 2016, the following changes occurred:

On 27 January 2016, Georg Fischer Ltd acquired the remaining 10% of the capital of Georg Fischer Hakan Plastik AS, Cerkezköy (Turkey), for CHF 11 million. In addition, on 27 January 2016, the outstanding earn-out in the amount of CHF 31 million was paid by Georg Fischer Ltd to the former owners of Georg Fischer Hakan Plastik AS, Cerkezköy.

As communicated in the Media Release of 4 February 2016, CFO Roland Abt has decided to step down from his position at the end of 2016. Roland Abt has been proposed for nomination as member of the Board of Swisscom Ltd. The nomination of Roland Abt at Swisscom Ltd will bring his total external mandates in Swiss listed companies to two, exceeding the amount allowed by the GF Articles of Association.

No disclosure notification was made between 1 January and the editorial deadline on 19 February 2016. Disclosure notifications pertaining to shareholdings in Georg Fischer Ltd that were filed with Georg Fischer Ltd and the SIX Swiss Exchange are published on the latter’s electronic publication platform and can be accessed via the following link.