Annual Report 2012
Meyer Burger Annual Report 2012 Meyer Burger Group
Meyer Burger Technology Ltd is a leading global technology
Group employing more than 2,000 people across three continents.
Our innovative systems and production equipment create
sustainable added value for our customers in photovoltaics (solar
industry), in the semiconductor industry and in other high-end markets
for semiconductor materials.
Our passion – sustainable clean energy
We will be the leading technology Group for innovative systems
and processes based on semiconductor technologies – with a clear
focus on photovoltaics.
Our systems and processes enable our customers to reach
lowest total cost of ownership.
We shape the future energy mix by combining our technologies
with the infinite power of the sun.
Our performance
Meyer Burger is characterised by uncompromising quality,
value-added innovations, superior customer services and an
entrepreneurial pioneering spirit.
Our photovoltaic customers rely on comprehensive solutions
and complementary technologies along the entire value chain in the
manufacturing processes for wafers, solar cells, solar modules and
building integrated solar systems.
As a full line system provider, we command a top-ranking
position in this industry and enable a sustainable reduction of costs
per kWh for solar electricity through our technologies.
We care about the future and a sustainable clean energy supply.
5
Global Presence
Oregon
Hillsboro
Colorado
Colorado Springs
New Jersey
Columbia
Germany
Dresden
HohensteinErnstthal
Reichelsheim
Umkirch
Zuelpich
Netherlands
Eindhoven
China
Shanghai
Korea
Seoul
Japan
Tokyo
Switzerland
Neuchâtel
Thun
India
Pune
Singapore
Singapore
Taiwan
Zhubei City
Meyer Burger Annual Report 2012 Key Figures
Consolidated income statement
in TCHF
2012
2011
Net sales
645 242
1 315 039
Operating income after costs of products and services
285 331
608 026
in % of net sales
EBITDA
in % of net sales
EBIT
in % of net sales
44.2%
46.2%
−33 170
278 367
−5.1%
21.2%
−135 375
116 686
−21.0%
8.9%
−115 904
35 825
in TCHF
31.12.2012
31.12.2011
Total assets
Net result for the year
Consolidated balance sheet
1 100 797
1 377 352
Current assets
390 628
641 938
Long-term assets
710 170
735 414
Current liabilities
242 015
486 898
Non-current liabilities
230 725
127 920
Equity
628 057
762 534
57.1%
55.4%
Equity ratio
Net sales
EBITDA
Total balance sheet
Equity
in CHF million
in CHF million
in CHF million
in CHF million
1500
300
1500
750
1250
250
1250
625
1000
200
1000
500
750
150
750
375
500
100
500
250
250
50
250
125
0
0
0
0
2012
2011
2010
2009
2012
2011
2010
2009
2012
2011
2010
2009
2012
2011
2010
2009
–50
Table of Contents
2Letter to Shareholders
6Vision and Strategy
8Passionate about PV
14Non-PV Technologies and Markets
Report to Fiscal Year 2012
16Management discussion and analysis of results 2012
24Innovation and technology
28Sustainability
Corporate Governance
46Group structure and shareholders
49Capital structure
56Board of Directors
70 Executive Board
73 Compensation, shareholdings and loans
79 Shareholders’ participation rights
80 Change of control and defence measures
80 Auditors
82 Information policy
Financial Report
84 Consolidated balance sheet
85 Consolidated income statement
86 Other comprehensive income
87 Consolidated cash flow statement
88 Consolidated statement of changes in equity
90 Notes to the consolidated financial statements
156 Report of the auditor
158 Balance sheet Meyer Burger Technology Ltd
159 Income statement
160 Notes to the financial statements
167 Proposal by the Board of Directors for the allocation of retained earnings
168 Report of the auditor
Other information
170 Five-year summary
171 Information for investors and the media
172 Address details
2
Meyer Burger Annual Report 2012 Letter to Shareholders
Dear Shareholders
Peter M. Wagner
Chairman
Peter Pauli
Chief Executive Officer
2012 was an extremely difficult year for the whole photovoltaic industry. The sharp
consolidation process that had already started in the second half of 2011 continued unabated
throughout 2012, mainly as a result of overcapacities at solar cell and module manufacturers
and steeply falling prices for cells and modules. Cell and module manufacturers were
therefore very reluctant to invest in new production equipment.
This market situation had a strong impact on the Meyer Burger Group in the
reporting year. Compared to the record year 2011, net sales declined by 51% to CHF 645.2 million
(previous year CHF 1,315.0 million). However, sales remained within our expectations and
the guidance that was published in March 2012.
With the aim of substantially reducing costs, Meyer Burger launched extensive
consolidation and optimisation programmes in the spring and autumn of 2012 to consolidate
sales and service organisations, as well as centres of production and competence on a
global basis and to simplify the Group’s organisational structure. Most of these measures
have already been implemented and will sustainably reduce the company’s operating
expenses by around CHF 50–60 million from 2013 onwards.
The operating loss at EBITDA level for 2012 amounted to CHF –33.2 million (previous
year CHF +278.4 million), within the range of the most recent guidance given in November 2012.
Net result came to CHF –115.9 million (previous year CHF +35.8 million).
→ For further information about the 2012 results see the management discussion
and analysis of results on page 16.
Focusing our strengths, driving forward technologies
As a result of the consolidation process and capacity adjustments within our Group,
the number of permanent employees declined compared to the previous year by 22% to
2,186 employees. In total, the number of employees will be reduced to around 2,000 full-time
equivalents by mid-2013.
The construction of Meyer Burger Group’s new headquarters in Thun was completed
on schedule in the second quarter of 2012, and we moved in during May and June. Moreover,
in the second half of the year the centre of competence for module systems (the former 3S
Swiss Solar Systems Ltd) was relocated to this site, creating a full-line solar technology and
production centre in Thun focusing on wafers and modules. The Group’s second main
technology centre is located in Hohenstein-Ernstthal, where innovative cell technology
development is being driven forward. The Group also has technology and production sites in
Zuelpich (Germany) for precision measuring technologies for high-quality solar wafers and in
Colorado Springs (USA), where the focus is on research and development for diamond wire
3
technology and consumables. Bundling our forces and concentrating resources in two main
technology centres for photovoltaic solutions delivers not only cost advantages, but above all
enables us to consolidate our activities in research and development, sales, production and
customer services.
We are continuing to pursue the long-term technology strategy of looking at the
entire photovoltaic value chain and optimally coordinating technologies along the various
processes (wafers, cells, modules, solar systems). We are convinced that significant efficiency
improvements in the areas of wafers, cells and modules can be achieved by the use of new
technologies and that the total cost of ownership for our customers can be further reduced
substantially. We are currently focusing our technology developments on three key topics:
Diamond wire Diamond wire technology has been developed for mono-crystalline
silicon, enabling wafer thicknesses and cutting costs to be greatly reduced.
Heterojunction (HJT) High-efficiency cells which achieve an efficiency of more than
21% are now being produced using heterojunction technology. These cells also feature an
extremely good performance temperature coefficient of down to –0.18%/°C. This is another
record. Compared to the normal rate of circa –0.43%/°C for standard cells, a solar module
with HJT cells from Meyer Burger Group achieves 10% more energy yield on average than
when conventional cells are used. With HJT technology, Meyer Burger has combined the
advantages of thin film and crystalline technology. HJT is also the only technology where a
wafer thickness <160 μm can be used without efficiency loss. This generates significant cost
advantages not only for cell and module producers but also for the solar systems’ end users.
SmartWire Connection (SWCT) Meyer Burger is the only company in the world to
offer the SmartWire Connection electrification technology for solar cells, which has been
tested in photovoltaic installations. Soldering takes place in the laminator during this process.
With its low series resistance, this technology delivers an absolute performance increase of
more than 1% and a relative increase of 7% over traditional cells. The SWC technology also
offers impressive cost reduction potential by eliminating the busbars on either side of the
cells and by optimising the finger widths on the cells so that the proportion of silver used can
be reduced by up to 80%. SWC technology is compatible with all crystalline silicon cell
technologies including selective emitters, PERC and heterojunction (HJT) in both p-type and
n-type silicon cells. SWC technology is suitable for wafers of up to 100 micrometre thinness
and also supports the finest finger widths. This pioneering technology can also be used in the
next generation of finger metallisation technologies.
As a system integrator from the wafer through to the module processes, Meyer
Burger can select and implement the optimum configuration for the customer from its broad
product portfolio, enabling the company to combine the advantages of the individual production
steps and technology improvements, increase the total performance and efficiency of the cells
and modules and ultimately sustainably reduce the costs of solar energy.
4
Meyer Burger Annual Report 2012 Solar industry developing into a global market
Over recent years, the main growth markets for installed PV capacity were in
Europe, which at the end of 2012 accounted for a total of around two thirds of the global
installed capacity of over 100 GW. Germany, Italy and Spain currently claim the largest
share of installed capacity in Europe.
Discussions about the energy revolution and the need to use more renewable
energies continue to increase and have thus led to a radical change in direction towards a
slowly but steadily developing global market. With long-term government programmes to
promote renewable energies in Arab countries, the BRIC states, Southeast Asia and the
USA, new end-user markets are opening up to photovoltaics, and these will lead to increased
demand and a broader global market base in the years to come. In these new markets,
innovations and increased efficiency of the current cells and modules will become key
decision-making factors in terms of new projects and investment decisions.
This global transformation in the market has become evident in talks with our
customers and government agencies. However, from today’s point of view it is hard to
estimate when the various large projects under discussion will turn into actual contracts and
orders for production equipment or services from the Meyer Burger Group. With its technology
know-how and system offering along the total photovoltaic value chain, Meyer Burger is
uniquely positioned to be a clear winner in our industry when the market recovers and
demand picks up again.
Strategic course remains unchanged
We are convinced that solar energy will occupy an important share of the global
energy mix in the future and that photovoltaics will remain a strong growth market in the longterm. We will therefore adhere to our corporate strategy and maintain an unchanged focus
on photovoltaics while continuing to drive our technological development. At the same time,
we also supply our competencies and technologies to other high-tech growth markets. For
example sapphire processing combined with the innovative measuring and control processes
for that industry, which contribute substantially to reducing the manufacturing costs of
sapphire cover and touchscreens for the mobile industry and innovative, flexible and costefficient solutions in the field of control software and MES systems for scalable production
control that meet the high demands of modern manufacturing processes.
→ For an overview of our photovoltaic portfolio see pages 8–13 and for further
examples of non-PV applications see pages 14–15.
Outlook
Most of the optimisation and consolidation programmes in the past year have already
been implemented or will be completed by mid-2013. These measures already make an
impact. The substantial reduction in operating costs also lowers the break-even point, so that
break-even on the EBITDA level can be expected on net sales of about CHF 500 million. If and
when the solar sector recovers, the additional operating potential is correspondingly high.
Clear guidance regarding net sales in 2013 is difficult due to the market situation and
the conservative recognition of sales applied by Meyer Burger Group (Completed Contract
Method). Net revenue from the sale of machinery and systems is usually recognized at the
point when a final acceptance test protocol has been signed by the customer at the destination.
5
For this reason, net sales from new orders received during fiscal year 2013 will most likely
become effective during the second half of 2013 or at the beginning of 2014. Incoming orders
and the related customer prepayments during 2013 will therefore be important for the Group
and in terms of cash flow. Meyer Burger expects a strong increase in incoming orders
compared to the previous year 2012 due to the initial signs of a market recovery.
As at 31 December 2012, Meyer Burger had an equity ratio of 57.1% and cash and
cash equivalents of CHF 134.5 million. The Group was able to enter into a loan agreement in
the amount of CHF 30 million, secured by mortgage certificates, in order to partially refinance
the investment costs of the new building in Thun, which led to a cash inflow of CHF 30 million
in March 2013. The Board of Directors has decided to propose a capital increase to the
Annual General Meeting, which will be held on 25 April 2013, in order to further strengthen
the balance sheet and liquidity of the Group. The expected cash inflow in conjunction with the
capital increase amounts to about CHF 150 million. This capital strengthening measure will
increase Meyer Burger Group’s financial flexibility and secure further investments into the
technology leadership of the Group and into the development of different markets. Details to
the capital increase and the subscription rights of shareholders will be published in the
invitation to the Annual General Meeting 2013.
Meyer Burger is well positioned with proven systems and new technologies such as
Diamond Wire, Heterojunction or SmartWire Connection and commands the broadest and
most advanced technology and product portfolio in the photovoltaic industry. With a
strengthened capital base, the Group will continue to further expand its technology leadership
and will sustainably profit from an increase in demand for photovoltaic equipment.
Acknowledgements
The past year has been extremely turbulent. On behalf of the Board of Directors and
the Executive Board, we would like to thank our employees for their understanding and their
outstanding commitment in a difficult period. We highly appreciate it. Special thanks also go
to our customers, suppliers and business partners and to you, our shareholders, for the
confidence you place in us.
Peter M. Wagner
Chairman Peter Pauli
Chief Executive Officer
6
Meyer Burger Annual Report 2012 Vision and Strategy
Focused on technology
Meyer Burger Group is a leading global technology Group specialising in innovative systems
and processes based on semiconductor technologies. The Group’s focus is on photovoltaics
(solar industry) while its competencies and technologies also cover important areas of the
semiconductor and the optoelectronic industries as well as other selected high-end markets
based on semiconductor materials.
Over the last ten years, Meyer Burger has risen to the forefront of the
photovoltaic market and established itself as an international premium brand by offering
superior precision products and innovative technologies. The Group’s offering in systems,
product equipment and services along the photovoltaic value chain includes the manufacturing
processes for wafers, solar cells, solar modules and solar systems. Meyer Burger provides
substantial added value to its customers and clearly differentiates itself from its competitors
by focusing on the entire value chain.
→ For further information on markets, customers and employees, see Report to the
Fiscal Year 2012 on page 16 ff.
Our vision
We decisively shape the future
energy mix
We are the leading technology Group
Meyer Burger is the leading technology Group for innovative systems and processes based
on semiconductor materials. The company remains strongly focused on photovoltaics. We
enable our customers to reach the lowest total cost of ownership within the industry through
the use of our systems and processes. And we are going to decisively shape the future
energy mix by combining our technologies with the infinite power of the sun.
Our core values
Our values
Sustainability, Loyalty,
Innovation
Sustainability and permanence
We think and act in a sustainable manner, in harmony with the environment and by taking
society’s fundamental values into consideration.
Long-term loyal partnership
Our actions are based on loyalty and honesty. We stand for a trustworthy and target-oriented
cooperation.
Creativity and innovation
We are creative. As a loyal employer, we empower our employees and thereby enhance our
own entrepreneurship. We combine innovation with competitiveness, customer value,
integrated quality and long-term reliability.
77
Our strategy
We are proud of our corporate pioneering spirit which supports creativity, technological
innovation and the critical scrutiny of our own performance. To be a pioneer in our industry
means that we often enter uncharted territory, continuously improve production equipment
and processes and align them in such a way that increased customer value and a sustainable
reduction in the costs per kWh for solar electricity can be achieved. We will further develop
the photovoltaic, semiconductor and other high-end markets using both new and existing
technologies. Our corporate strategy is based on the following four pillars:
Acting as solutions provider
Our thinking as well as our research and development efforts are focused on systems and
processes. This allows us to continuously set new standards for production processes within
the photovoltaic industry. We offer our customers integrated systems and dedicated solution
packages. We implement customer specific process control and supervisory systems that
span across different manufacturing processes. We combine our process know-how and
close customer process support with our service-oriented machinery and systems business
and our logistics-driven consumable business.
Safeguarding our technology leadership
We play an active role in shaping the industrial processes of the future and in setting
standards. At the same time, we evaluate and implement new technologies that can be used
to achieve additional economies of scale, thus further reducing the cost of ownership for our
customers.
Staying ahead of the market
Our product offering is market driven. We achieve fastest time to market. We pursue a
consistent approach of optimising the level of modularity and offering the best in terms of
logistics for machinery and systems. Modularization reduces the number of components
used, which in turn optimises production time and costs and, combined with efficient
logistics, leads to reduced production process times. We have built a strong service network
and are continuously expanding our value-added services.
Lean organisation and high flexibility
We are an innovative and modern employer and our corporate culture is characterised by
openness. We feature a streamlined organisational structure and swift decision-making
processes. We further enhance and develop the respective technologies in our competence
centres in Thun/Switzerland (wafer and module technologies) and Hohenstein-Ernstthal/
Germany (cell technologies). We ensure that all of our manufacturing sites and all production
processes remain highly flexible in order to react quickly to changes in demand or to market
needs. We optimise our own resources with strict vertical financial management combined
with a horizontal networking of compentencies.
Our
corporate
culture
Open, Transparent,
Responsible
8
Umwelt Arena
Meyer Burger Annual Report 2012 Passionate about PV –
committed to systems and processes
Wafer
10 10 10 10 0
10 0 10 10 10 10 10 1110 0 10 10
10 10 10 0 1
10 0 0 10 10 110 0 0 10 10 10 10
10 0 10 10 110 0 110 0 110 0 10
10 10 10 10
0 10 10 10 10 0 1110 0 0 1110 1
0 10 10 10 10 0 0 110 0 110 0 10
10 10 10 10 10 0 0 110 0 110 0 10
10 1111
10 110 10 0 111
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10 10 10 10 1
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Cropping
110 10 0 0 10 10 10 10 10 1110
0 10 10 10 0 1
10 10 0 110 10
0 110 0 10 10 10 1110 0 0 10
10 0 0 1110 0 10 10 10 0 1111 0
Grinding
Bricking,
squaring
The WaferLine merges all wafer manufacturing steps
into a precisely integrated process. The environmentally
friendly cutting process using diamond wire represents the
core of the WaferLine. It guarantees reduced wire consumption, best material utilisation and subsequently reduced production costs. Innovative solutions in wafer manufacturing
are the basis for new technological development in downstream
processes like heterojunction cell technology.
Gluing
Cell
10 10 10 10 10 0 1110 0 10 110
Separating,
cleaning,
inspection
PECVDcoating
The focus during cell production is entirely on effi­
ciency. The new heterojunction cell technology (HJT) achieves
cell efficiencies of over 21% as well as reduced manufac­
turing costs. An additional focal point is the cell performance
within the module. The precise fine tuning between the cell
process and both the wafer and the module processes en­
ables outstanding cell performance within the module.
0 10 10 0 0 111
0 10 1110 0 10
10 0 0 1110 0
10 110 0 0 10 10 10 10 10 0 10
110 10 10 10 1
10 0 0 110 0 110 0 10 10 0 0 10
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Texturing
10 0 1110 0 0 1110 10 10 10 1
0 10 10 10 10 0 1110 0 0 1110 10
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110 0 10 1
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0 10 1110 0 10 11
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10 10 0 10 10 1
Wafering
10 10 10 0 10 10 10 10 10 1110
10 0 0 1110 0 1
0 110 0 10
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10 10 0 0 10 10 110 0 0 10 10
10 10 10 10 10 0 0 110 0 110 0
Module
0 0 1110 10 10 1
10 0 10 10 10
0 0 10 10 10 0
0 10 10 10 0 1
0 0 10 10 10
10 10 10 10 1110 0 10 10 10 0 10
10 0 10 10 10 0
0 10 10 10 0 111
10 110 0 0 10 10 10 10 10 0 10
10 10 10 10 110 0 10 10 10 10 0
0 110 0 10 10 1
10 0 0 110 0 110 0 10 10 0 0 10
0 10 10 10 10 0
110 0 110 0 110 0 10 10 10 10 10
Screen printing,
curing, testing
0 1110 10 10 10 10 10 10 110 0
PVD-coating
0 0 10 10 10 0 1
0 10 10 10 0 10
Cell connection and
interconnection
10 10 0 1110 0 10 10 10 10 0 1110
0 0 1110 0 10 10 10 10 0 1110 0
0 110 0 0 110 0 10 110 0 10 10
110 0 10 10 10 1
10 10 10 10 10 0 1110 0 10 110
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1110
0 10 10 10 10 0 1
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0 10 10 10 0 10 10 10 10 10
110 0 10 10 10 0 1
10 10 10 110 0 110 0 110 0 110
110 0 0 10 10 10 10 10 0 10
0 0 110 0 110 0 10 10 0 0 10 10
Final assembly
Encapsulation,
lamination
Meyer Burger has an integrated, cross-process approach to innovation. The development and introduction of
the high performance 303 watt module is a leading example
of the seamless integration between heterojunction cell technology (HJT), SmartWire cell connection technology, a distinct module design and a specific lamination process. The
interaction of these technologies provides synergies which
offer more benefits than the overall advantages of each single
process.
Perfor­mance
testing
Process control
110 0 10 110 0 10 10 110 0
0 0 10 110 0 10 10 10
10 10 10 0 1111 0 0 110 0 10 10
10 110 0 10 10 10
10 10 1
0 10 10 0 110 10 10 0 0 1110 0
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0 10 10 10 0 10 10 10 10 10 0 0
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10 10 10 10 110 0 110 0 110 0 110
10 10 10 1110 0 10 1110 10 10
Process control,
material flow
Short time-to-market and low manufacturing costs
are crucial to remaining competitive in the PV industry. Mod­
ern production lines require fully integrated manufacturing
controls. FabEagle MES software is an effective tool for the
control, analysis and regulation of the production processes.
In addition to lowering the manufacturing costs, it provides
an increase in module performance.
0 10 10
13
Meyer Burger Annual Report
13
2012 Solar Impulse
Solar Impulse proves that it is possible to fuel progress by
using clean energy and that new technologies are available for the
future energy supply. As an official supplier, Meyer Burger is able to
apply its photovoltaic know-how and technology to this pioneering
project. At the same time Meyer Burger’s innovative systems and
technologies are utilised in building integrated projects from single
family homes to large-scale projects such as the Umwelt Arena.
Meyer Burger actively drives the research and the development of
trendsetting PV technologies with the goal of consistently higher efficiency for cells and modules while achieving a sustainable reduction in the cost of solar energy production.
14
Meyer Burger Annual Report 2012 Non-PV Technologies and Markets
Global software solutions from AIS Automation increase transparency
and efficiency during production
Diamond wire technology in a DW288S wire saw
from Meyer Burger
AIS Automation Dresden GmbH
AIS Automation provides global innovative software solutions for facility and
production automation, system integration and control in many fields of technology including
the photovoltaic, semiconductor, LED, electronic and automotive sectors. Modular software
components improve the analysis of data and provide information on the status of the systems
in a production line.
In over 100 production lines worldwide, software solutions from AIS Automation
ensure increased transparency and efficiency during production.
www.ais-automation.com
Meyer Burger Ltd, Wafer Technology
Proven in practice, Meyer Burger equipment can efficiently cut other materials in addition
to silicon. Customers use our equipment to cut sapphire crystals into bricks and wafers. Sapphire
wafers are used in light emitting diodes (LED) and as watch crystals. A lucrative business
opportunity is also emerging in the mobile sector where touch screens in smartphones will be
made of sapphire and no longer of glass. Meyer Burger’s expertise in the slicing of hard and
brittle materials optimally positions the company for prospective future markets such as power
semiconductors based on SiC (silicon carbide) and GaN (gallium nitride) materials.
www.meyerburger.com
15
Reel-to-Reel system RollCoat 400 from MicroSystems
Roth & Rau’s industrial inkjet printer PiXDRO IP410
MicroSystems GmbH
Organic light emitting diodes or OLEDs are opening up many new possibilities in the
field of lighting, especially through the application of flexible material such as polymer films.
During a ceremony in October 2012, the Horst Centre in Eindhoven introduced their new
Reel-to-Reel system; a RollCoat 400 system for multi-layer barrier film coating from
MicroSystems GmbH. A unique feature of this Reel-to-Reel system is its ability to coat all foils
within a single cycle ensuring the efficient encapsulation of flexible OLED components.
www.microsystems.de
Roth & Rau B.V.
In recent years, Roth & Rau B.V. has focused on the development of industrial
applications for multi-functional inkjet printers. Under the PiXDRO name, a number of
scaleable systems have been developed to meet production requirements ranging from inkjet
printers for specialised research applications to those for mass production printing. Key
features of the PixDRO platform are the vertical integration of all components and a flexible
module layout which can be adapted to meet customer requirements.
In addition to many compact systems in the field of research, a number of larger
(pilot) production systems have also been installed for “printed electronics” (semiconductor
and circuit boards), organic materials (LCD, OLED, touch screens) and security applications.
www.roth-rau.com
16
Meyer Burger Annual Report 2012 Report to the Fiscal Year 2012
Markets and customers
In 2012, an estimated 30 GW of new photovoltaic (PV) capacity was installed at
private and commercial end users, increasing the total globally to over 100 GW (source: EPIA
Market Report 2012, February 2013). Another year of record growth thus confirmed the
expectation that photovoltaics will play an increasingly important role in the future energy mix.
In the longer term, leading industry associations and organisations such as EPIA assume that
global installed PV capacity will rise to between 200 and 350 GW by the year 2016.
Despite this solid demand for end installed capacity, enormous overcapacity
produced by solar cell and solar module manufacturers in past years still remained. This
overcapacity, although decreasing, combined with the significant decrease in the price of
solar modules and the enormous pressure on margins at cell and module manufacturers has
increased consolidation in the industry as a whole and even led to some manufacturers
having to cease operations entirely.
Meyer Burger Group also felt the effects of the radical industry-wide structural
changes. Following five years of extremely strong growth and high profitability, the Group
suffered a loss in 2012 for the first time since its IPO in 2006 and also had to release a
significant number of employees. This step was extremely painful; particularly because Meyer
Burger shares EPIA’s conviction that photovoltaic systems will supply a substantial part of
the future energy mix in the long-term. In the short-term, however, the current difficult market
situation has to be mastered and the company navigated successfully through the crisis.
The photovoltaic market, which has strongly developed in Europe in recent years,
will become more and more of a global market in the coming years. The long-term government
programmes to promote renewable energies in Arab countries, the USA, India, China, Brazil
and South Africa, for example, will provide fresh growth stimulus and lead to a broader global
market base. Meyer Burger has a major presence in all these markets and is further expanding
its strong existing position.
Management discussion and analysis of results 2012
The difficult market environment in the reporting year led solar cell and module
manufacturers to be very cautious in their investments, particularly with regard to orders for
new production systems and equipment. New revenues were achieved in non-PV industries,
but not enough to compensate the sharp decline in order income and sales of photovoltaic
equipment.
Meyer Burger launched two comprehensive optimisation and consolidation
programmes in March and November 2012 to focus its sales units, production sites and
centres of competence and simplify its entire organisational structure. The measures
initiated and also largely implemented in 2012 will reduce the company’s cost base
sustainably from 2013 onwards by around CHF 50–60 million.
17
Report FY 2012 Corporate Governance Financial Report Other Information
Net sales
by region
in 2012
USA 3%
Operating expenses
Meyer Burger Group employed 2,186 people on a full-time basis as of 31 December
2012, representing a decline of 22% compared to 31 December 2011. The number of
temporary employees was also reduced from 267 positions as of 31 December 2011 to 79
as of the end of 2012. The reduction in the total workforce is in line with the optimisation and
consolidation measures executed during the year.
Personnel expenses for 2012 were CHF 214.7 million (previous year
CHF 194.7 million). The increase compared to the previous year is due to the full consolidation
of the Roth & Rau companies for the entire reporting period. In the previous year, Roth & Rau’s
personnel expenses were only included in the Meyer Burger Group’s consolidated income
statement from 9 August 2011 onwards, since prior to this date the Group’s share in Roth &
Rau was less than 30% and the participation was recognised under investments in associated
companies.
Other operating expenses declined to CHF 103.8 million for 2012 (previous year
CHF 134.9 million). The same consolidation effect regarding the Roth & Rau companies that
is mentioned above also has to be taken into account when comparing these cost items.
Operating expenses fell compared to the previous year mainly due to lower transportation
costs as a result of the reduced business volume, lower maintenance expenses, less external
services used and the initial positive effects of the cost reduction measures.
In a like-for-like comparison of the two years, the operating expenses declined by
32% compared to fiscal year 2011.
645.2 M
Europe 16%
Operating income after costs of products and services
Operating income after costs of products and services came to CHF 285.3 million
(previous year CHF 608.0 million). Despite the challenging market situation, the margin
declined only slightly by 2 percentage points to 44.2% (previous year 46.2%), as a large
proportion of sales derived from orders that were negotiated with customers prior to the
reporting year 2012. The decrease in the margin is mainly due to close-out agreements
between certain customers and Meyer Burger.
Net sales CHF
Asia 81%
Incoming orders and sales
Meyer Burger Group recorded CHF 223.4 million in new orders in 2012 (previous
year CHF 876.8 million). The order backlog as of 31 December 2012 was CHF 405.5 million
(CHF 909.9 million as of 31 December 2011).
Compared to the record year 2011, net sales fell by 51% to CHF 645.2 million
(previous year CHF 1,315.0 million). This was in line with our expectations and corresponds
to the net sales guidance that was published in March 2012 (CHF 600–800 million). The
revenue breakdown by region remained relatively stable compared to the previous year, with
a share of 81% of net sales being generated in Asia (previous year: 80%). Europe accounted
for 16% of net sales (previous year: 17%) and the remaining 3% came from customers in the
USA (previous year: 3%).
18
Meyer Burger Annual Report 2012 EBITDA and EBIT
EBITDA for 2012 came to CHF –33.2 million (previous year CHF +278.4 million) and
was within the range of the most recent guidance as of November 2012.
Depreciation and amortisation amounted to CHF 102.2 million (previous year
CHF 161.7 million), with depreciation of property, plant and equipment amounting to
CHF 25.0 million. CHF 72.3 million reflects scheduled amortisation of intangible assets, which
resulted mainly from the M&A activities of previous years, and other depreciation of intangible
assets (particularly software). Impairment was CHF 4.8 million, including CHF 3.6 million of
impairment for the trade name “OTB”, which is no longer used.
At EBIT level, Meyer Burger posted a loss of CHF –135.4 million (previous year profit
of CHF +116.7 million).
Financial result
The financial result, net, amounted to CHF –9.2 million (previous year CHF –21.4
million). The financial expenses for 2012 include for the first time interest expenses for the 5%
straight bond (maturing in May 2017) of CHF 3.9 million. The more stable foreign currency
situation (particularly for the EUR and USD) resulted in lower, unrealised negative foreign
currency translation effects of CHF 4.3 million, from the valuation of intercompany loans to
foreign subsidiaries. In the previous year, a financial expense of approximately CHF 16.8 million
in unrealised foreign currency translation effects had to be recognised in conjunction with the
valuation of these intercompany loans.
Taxes
The taxes for 2012 amounted to a tax income of CHF 28.7 million (previous year tax
expense of CHF 34.2 million). The tax income is mainly attributable to the reduction of
temporary differences in intangible assets and the capitalisation of loss carry-forwards due to
the negative results from operations.
Net result for the year
The net result for 2012 came to CHF –115.9 million (previous year CHF +35.8 million),
of which CHF –111.1 million is attributable to the shareholders of Meyer Burger Technology
Ltd (the remaining CHF –4.8 million is attributable to the non-controlling interests). The net
result represents a loss per share of CHF 2.33 (previous year earnings per share of CHF 0.86
on a diluted basis).
19
Report FY 2012 Corporate Governance Financial Report Other Information
Balance sheet
Total assets declined by CHF 276.6 million to CHF 1,100.8 million as of 31 December
2012 (31 December 2011 CHF 1,377.4 million). This was primarily due to the changes in
inventories (CHF –38.3 million), trade receivables (CHF –42.6 million), intangible assets
(CHF –71.2 million) and cash and cash equivalents (CHF –125.7 million). As of 31 December
2012, cash and cash equivalents amounted to CHF 134.5 million.
On the liabilities side of the balance sheet, customer prepayments went down to
CHF 62.0 million (previous year CHF 229.4 million). Non-current financial liabilities were
CHF 133.0 million (previous year CHF 8.3 million), mainly reflecting liabilities regarding the
straight bond. Equity as of 31 December 2012 came to CHF 628.1 million (previous year
CHF 762.5 million). The equity ratio as of the end of fiscal year 2012 was 57.1% (previous
year 55.4%).
Cash flow
The operating cash flow amounted to CHF –168.0 million in 2012 (previous year
CHF +218.8 million). The negative cash flow is primarily due to the major decline in incoming
orders and the lack of new customer prepayments. In addition, it was impossible to adjust
the company structure as fast as the market had declined.
Cash flow from investing activities came to CHF –68.0 million (previous year
CHF –320.1 million). Net investments in property, plant and equipment amounted to CHF 57.5
million and mainly reflect the investments made in Meyer Burger Ltd’s new centre of
production and competence in Thun in an amount of CHF 28.2 million. An additional CHF
10.4 million was invested in in-house manufactured heterojunction production lines. Free
cash flow1 was CHF –236.0 million.
Cash flow from financing activities came to CHF +111.6 million (previous year
CHF –38.0 million). The issue of the straight bond resulted in an inflow of CHF 129.1 million
in cash and cash equivalents, while CHF 11.2 million was spent on the acquisition of further
shares in Roth & Rau AG. As of 31 December 2012, Meyer Burger Group holds a 92.54%
participation in Roth & Rau AG.
1
Cash flow from operating activities less cash flow from investing activities
Equity ratio
57.1 %
20
Meyer Burger Annual Report 2012 Capital expenditure
Meyer Burger drives its technology lead and strengthens its market position with
innovative targeted research and development. Investment in R & D remains a core strategy,
even in the current difficult market environment. Meyer Burger Group invested CHF 92.1
million in research and development during 2012. This corresponds to about 14.3% of net
sales (previous year CHF 67.5 million or about 5.1% of net sales). Research and development
costs are not capitalised in the balance sheet for the most part but recognised as expenses
in the income statement. In total, 484 employees (FTE) were engaged in research and
development in fiscal year 2012 (previous year 534 FTE).
The construction of the new competence centre in Thun was completed in the
second quarter of 2012 and relocation took place mainly during May and June. In the second
half of the year, the centre of competence for modules also relocated to this site, creating a
solar technology and production centre in Thun focusing on the competencies of wafers and
modules. The total investment into this new building over its two-year construction period
came to CHF 55.8 million, of which CHF 28.2 million was spent in 2012.
→ For further information on the Thun technology centre see page 39.
Solar technology centre in Thun
21
Report FY 2012 Corporate Governance Financial Report Other Information
USD 5%
Other 2%
Corporate brand logo
Brand
Meyer Burger pursues a rigorous brand management strategy that conveys and
embodies the unique nature and specific characteristics of the technology Group within its
strategic business areas.
The logo consists of two elements. The wafer sun brand image which represents an
array of solar cells or wafers and the Meyer Burger brand name.
The brand image and corporate brand name are trademarked throughout the
world. The Meyer Burger brand and the Group’s technology brands enjoy an excellent
reputation and high degree of recognition within the solar industry worldwide. Suitable public
relations and advertising measures in addition to joint appearances at industry fairs further
strengthen and underpin this brand recognition. Brand positioning is a key component of a
systematic focus on customers and competitors. With the implementation of the brand
management strategy, Meyer Burger strengthens its position as a technology leader. With
the Meyer Burger umbrella brand, all products and the new organisation structure within the
areas of wafers, cells, modules and process intelligence are united under one brand which is
intended to project the effect of a single face to the market both internally and externally.
In addition to more powerful market penetration and recognition value, the image
will strengthen all process areas under the Meyer Burger brand and therefore capitalise on
the trust we have already gained. The uniform image favours the development of a unique
corporate identity and a corporate image as well as bundling and focusing our energies on
the core elements of our individual competencies.
in 2012
EUR 34%
The Meyer Burger brand
Net sales
by currencies
CHF 59%
59% of net sales was generated in Swiss Francs (previous year 74%) and 34% in
Euros (previous year 20%). With the two largest technology and production centres located
in Thun (Switzerland) and Hohenstein-Ernstthal (Germany), more than 90% of production
value is also generated in these two countries.
Meyer Burger always aims to achieve the highest possible proportion of its sales in
the same currencies in which the individual subsidiaries deliver their production services, in
order to limit currency risks as much as possible through a process of natural hedging. The
company uses forward contracts to hedge against any residual currency risks. Meyer Burger
does not hedge against foreign currency risks on the carrying amounts of foreign subsidiaries
or on the conversion of the earnings of foreign companies.
Wafer sun
Currency risks
22
Meyer Burger Annual Report 2012 Development of personnel
since 2008
Number of employees (FTE)
2800
2400
2000
1600
Employees
As of the end of 2012, our Group employed more than 2,200 people worldwide. The
difficult state of the market and the resulting capacity adjustments combined with our
optimisation and consolidation programmes led to a decline in the number of permanent
employees compared to the previous year by 22% to a total of 2,186 employees (FTE)
(previous year 2,791 employees). The reduction in the workforce was unfortunately
unavoidable due to the market situation. As of 31 December 2012, the Group also employed
79 temporary full-time workers in addition to its permanent employees (year end 2011 267
temporary workers). The total number of employees is expected to be reduced to around
2,000 full-time equivalents by mid-2013.
→ For further information on Human Resources issues see the Sustainability Report
page 31 ff.
1200
Workforce
Employees (FTE)
800
Total at year-end
400
Employees by
region
Asia 13%
USA 9%
Europe (excl. Switzerland) 48%
Switzerland 30%
in 2012
2012
2011
2010
2009
2008
0
2012
2011
2010
2009
2008
2 186
2 791
1 276
738
630
Production, Logistics
829
1 342
654
370
360
Research, Development
484
534
197
137
95
Sales, Services
597
615
299
156
125
Finance, Administration
276
300
126
75
50
Talent management
As part of its Human Resources strategy, Meyer Burger fills vacant management
posts and key positions with in-house professionals wherever possible. Management
succession from among our own ranks is supported by a targeted management development
process. In 2012, Meyer Burger simplified its organisational structure and restructured its
manufacturing with a targeted group-wide consolidation and optimisation programme. During
the year, 62% of all vacant senior management positions (at executive board levels of
subsidiaries and other key positions) were staffed with internal candidates.
At the same time, the Group has expanded its marketing and sales activities to new,
emerging markets such as India and South America and to Arab and Asian countries, where
Meyer Burger has placed great importance on filling important key positions with local
resources. These positions were staffed with external candidates in all cases. This enables the
Group to build a strong, locally connected presence in these photovoltaic markets of the future.
23
Management training
Two Group Management Meetings were held in the reporting year, one in March
and one in June. The aim of these meetings was to harmonise cross-Group collaboration
between the technology centres and across the different processes (wafers, cells, modules,
process control) to the best possible effect. About 90 managers from the entire Group also
took part in a leadership workshop in September 2012. Focusing on change management,
the training strengthened executives in their duties during the consolidation processes.
→ Further information on trainings and professional development on page 35.
Employees
Production
Men 82%
Report FY 2012 Corporate Governance Financial Report Other Information
Women 18%
The employees of Meyer Burger Group’s production and logistics areas were
particularly affected in 2012, and were faced throughout the entire year with insufficient
capacity utilisation because of the reduced level of new business.
The wafer technology and competence area moved to the new production site in
Thun in June and July. The flexible usage concept for the new building also enabled the
research and development department to be integrated by October 2012. The relocation of
module production from Lyss to Thun will be completed by the end of March 2013.
Completion of this move will give Meyer Burger Ltd a solar technology centre focused on
wafers and modules at the Thun site. The second technology centre, where the cell technology
is accommodated, is in Hohenstein-Ernstthal. Further main production sites belonging to the
Group are in Zuelpich (Germany) and Colorado Springs (USA).
Manufacturing is still at a very low level. However, it can be ramped up quickly as
soon as customer demand in the photovoltaic market picks up again. By focusing on two
main production sites and two solar technology centres, Meyer Burger can coordinate its
core processes (wafers, cells, modules, solar systems) more efficiently and further optimise
the existing production synergies and capacities.
in 2012
24
Meyer Burger Annual Report 2012 Innovation and technology
With its future-oriented innovations, Meyer Burger provides the only right answer to
the current market situation in the photovoltaic industry. Today, the LCOE costs (levelised
cost of electricity) for photovoltaic-generated electricity in Europe lie between EUR 0.10 and
0.16 per kWh. Grid parity has already been reached in many European countries. For
photovoltaics it is a paradoxical, and thus challenging, situation. On the one hand, solar
energy using existing energy technologies is highly competitive, on the other, the global
competitive situation is compelling industries to develop further new cost reduction measures
for processes, materials and yield. This is precisely where Meyer Burger Group demonstrates
its outstanding technological position. As a system integrator, from wafers to PV modules,
Meyer Burger is able to select and implement the optimum client configuration from its
product portfolio. This is the only way of being able to combine the benefits of individual
production steps and further reduce solar energy costs. In 2012, the various technological
areas were able to further co-ordinate their portfolios and successfully implement the
technology road map.
With its 303 watt module, for example, Meyer Burger set a new record in photovoltaics
for standard solar modules with 60 cells. This leap forward in development was made
possible by the high level of integration and harmonisation between the processes of wafer,
cell and module technologies. The considerable potential to cut production costs results
from a reduction in the number of process steps and from significant savings on materials
while significantly improving cell efficiency and energy yield while extending the life span of
modules from the current 25 years to 40 years. These key technologies are based primarily
on heterojunction cell technology and on SmartWire Connection technology. New
technologies lead to new physical properties in products and consequently require new
methods of measurement. This is also where the Meyer Burger Group impressively proves its
innovative strength, namely with the launch of the award-winning DragonBackTM measurement
method for solar simulators. In wafer inspection, photoluminescence procedures have been
further developed and are now continuously available which meets the modern production
standard of 3,600 wafers per hour. The technology chain can therefore be conclusively
harmonised across all core processes.
In addition to disruptive cell technologies such as HJT (heterojunction technology),
Meyer Burger also supports its customers’ valuable upgrades in traditional solar cell
technology. Meyer Burger’s innovative cell passivation process ensures the highest level of
efficiency within the scope of iPERC cell technologies and makes the application of selective
emitters unnecessary. Meyer Burger has also successfully further reduced cell production
costs with its new metallisation technology which enables savings of up to 80% of expensive
silver by using low-cost nickel for busbar metallisation instead of silver.
In wafering, Meyer Burger also set another milestone with its diamond wire wafer
saw which reduces damage to the wafer core, increases output and cuts wafer production
costs. The coolants used in the diamond wire cutting process are biodegradable.
Report FY 2012 Corporate Governance Financial Report Other Information
Successful transfer of technology to dynamic growth areas
Meyer Burger also deploys the technologies it has successfully applied in
photovoltaics to other business segments:
Alternative markets
The diamond wire cutting technologies from Meyer Burger are not only used
successfully in photovoltaics but also in the semiconductor industry and with cutting systems
for highly brittle materials. As an example, sapphire wafers which are used in the production
of highly efficient LEDs in the watch industry have more recently also been used in the touch
screen industry to manufacture covers and their applications. The use of diamond wire
increases output considerably compared to existing solutions, especially in relation to
throughput, lead time and costs. Combined with coordinated procedures for the pre and
post processing of sapphires as well as innovative measurement and control procedures in
sapphire processing, Meyer Burger’s BrickMaster system also makes a significant contribution
to reducing production costs. The newly developed system for sapphires is based on the
BrickMaster system which has been used successfully in the photovoltaic industry to cut
multi-crystalline silicon blocks into bricks.
Information technology
AIS Automation Dresden GmbH is an information technology specialist that supplies
proprietary MES systems to the photovoltaic, semiconductor, battery production,
pharmaceutical and transport engineering industries. In order to make factory control systems
even more efficient and transparent, innovative solutions are being developed in the e-mobile
area and the MES-PPS system area for supply chain management.
Collaboration with research and development partners
Innovation forms the basis for the competitive position of the Meyer Burger Group.
This is why the three technology areas wafer, cell and module are working intensively with
well-known research institutes around the world. The aim of all research projects is to
increase customer value and secure the Group’s competitive position.
25
26
Meyer Burger Annual Report 2012 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. Regular reports are submitted to
the Board of Directors. 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.
Occupational safety is of core importance to Meyer Burger. It is possible to minimise
risks and achieve a high degree of process safety through careful analysis of operating
procedures and the provision of employee training.
→ For further information about financial risk management see Note 3.3 on
page 110.
→ For further information on employees see page 31.
Targets and outlook for 2013
Most of the optimisation and consolidation programmes in the past year have already
been implemented or will be completed by mid-2013. These measures already make an
impact. The substantial reduction in operating costs also lowers the break-even point, so that
break-even on the EBITDA level can be expected on net sales of about CHF 500 million. If and
when the solar sector recovers, the additional operating potential is correspondingly high.
Clear guidance regarding net sales in 2013 is difficult due to the market situation and
the conservative recognition of sales applied by Meyer Burger Group (Completed Contract
Method). Net revenue from the sale of machinery and systems is usually recognized at the
point when a final acceptance test protocol has been signed by the customer at the destination.
For this reason, net sales from new orders received during fiscal year 2013 will most likely
become effective during the second half of 2013 or at the beginning of 2014. Incoming orders
and the related customer prepayments during 2013 will therefore be important for the Group
Report FY 2012 Corporate Governance Financial Report Other Information
and in terms of cash flow. Meyer Burger expects a strong increase in incoming orders
compared to the previous year 2012 due to the initial signs of a market recovery.
As at 31 December 2012, Meyer Burger had an equity ratio of 57.1% and cash and
cash equivalents of CHF 134.5 million. The Group was able to enter into a loan agreement in
the amount of CHF 30 million, secured by mortgage certificates, in order to partially refinance
the investment costs of the new building in Thun, which led to a cash inflow of CHF 30 million
in March 2013. The Board of Directors has decided to propose a capital increase to the
Annual General Meeting, which will be held on 25 April 2013, in order to further strengthen
the balance sheet and liquidity of the Group. The expected cash inflow in conjunction with the
capital increase amounts to about CHF 150 million. This capital strengthening measure will
increase Meyer Burger Group’s financial flexibility and secure further investments into the
technology leadership of the Group and into the development of different markets. Details to
the capital increase and the subscription rights of shareholders will be published in the
invitation to the Annual General Meeting 2013.
Meyer Burger is well positioned with proven systems and new technologies such as
Diamond Wire, Heterojunction or SmartWire Connection and commands the broadest and
most advanced technology and product portfolio in the photovoltaic industry. With a
strengthened capital base, the Group will continue to further expand its technology leadership
and will sustainably profit from an increase in demand for photovoltaic equipment.
27
28
Meyer Burger Annual Report 2012 Sustainability
CEO Statement
Sustainability is more than just a catchword to us, even in difficult economic times.
Photovoltaics will play an important role in the future supply of sustainable energy worldwide
and, as a leading provider of innovative systems and production facilities for photovoltaics in
the solar industry, we are deploying forward-looking energy strategies and implementing
intelligent energy systems. We also want our systems to be implemented in a way that
delivers benefits to society and increases the value added.
2012 was a turbulent and challenging year. Meyer Burger merged its two subsidiaries
Meyer Burger Ltd in Thun and 3S Swiss Solar Systems Ltd in Lyss under the name Meyer
Burger Ltd. At the same time the Lyss site was integrated into the new solar technology
centre in Thun. In this process, all employees in Lyss were offered a workplace in Thun. At
our new headquarters in Thun, we have created a solar technology centre which has a
technology focus on wafers and modules.
After several years in leased premises at various locations, the move into the new
production and administrative headquarters in Thun in May/June 2012 finally put us in a
position to more accurately capture our environmental and emissions data. We started to do
so immediately after the relocation and can provide some initial data and projections for this
reporting year. In the years to come, the improved data situation will help us to focus our
initiatives for operational environmental protection on the most worthwhile areas.
Another new feature in the current reporting year is the inclusion of Roth & Rau AG
in our sustainability reporting. Based in Hohenstein-Ernstthal, Germany, Roth & Rau AG is
our second technology centre and develops innovative high-efficiency cell technologies. Roth
& Rau already has several years of experience in recording sustainability data and we are
pleased to integrate their efforts into our report this year.
With these two sites, our sustainability report not only covers more than half of all
the employees in the Meyer Burger Group, it also includes all three core areas of photovoltaics:
wafers, cells and modules.
We are pleased to publish our progress in sustainability reporting in accordance with
the Global Reporting Initiative (GRI) guidelines again this year. We have once more achieved
Transparency Level C, as tested and confirmed by GRI.
Peter Pauli
Chief Executive Officer
Report FY 2012 Corporate Governance Financial Report Other Information
Introduction
The cleantech industry makes an important contribution to shaping a world in which
we can meet our needs with fewer resources. Meyer Burger Group’s objective is to help
reduce photovoltaic manufacturing costs across the entire value chain while also boosting
solar cell efficiency with its innovative products and technologies. Its broad process knowhow enables Meyer Burger to develop integrated system solutions across the different
manufacturing processes: from the production of solar wafers, solar cells and solar modules
to solar systems which generate environmentally friendly electricity directly from solar energy.
At present, the solar industry is in a fierce consolidation phase following a huge
surge of growth, confronting Meyer Burger with major challenges as a supplier to the industry.
At the same time, the world is facing a far-reaching transformation of its energy system, and
Meyer Burger is convinced that it can decisively shape the future energy mix by coupling
leading-edge technology with the infinite availability of solar energy. Switzerland, as a
technology centre, therefore has enormous economic potential and from Meyer Burger’s
point of view there are key developments in the various processes and technologies which
will give the solar industry an enormous boost going forward.
To demonstrate its commitment to sustainable and responsible business management
even in economically difficult times, this year in its Annual Report Meyer Burger Technology
Ltd is systematically reporting for the second time on its performance in all three dimensions
of sustainability – economy, ecology and social affairs. The internationally established
guidelines for sustainability reporting as drawn up by the Global Reporting Initiative (GRI)
have once more been applied. We have structured the report according to those stakeholder
groups with a material influence on our business performance: customers, employees, the
environment and society.
29
30
Meyer Burger Annual Report 2012 Customers
Broad offering for informed customers
Meyer Burger Technology Ltd is a leading provider of innovative systems and
production facilities for the solar, semiconductor and optoelectronic industries and other
sectors related to semiconductor materials. The technology Group offers its customers total
solutions and complementary technologies across the entire value chain in wafers, cells and
modules up to integrated solar systems for buildings. Customers benefit from the broadest
product portfolio in the industry anywhere in the world. From individual machines to fully
automated systems, Meyer Burger offers the optimum solution for any customer’s requirements.
Part of Meyer Burger Group’s vision is to ensure that its customers achieve the lowest total
cost of ownership. Most of these customers are manufacturers in the semiconductor,
photovoltaic and optoelectronic industries.
Meyer Burger supplies its customers with innovative and technically superior products
and therefore transparent communication on their use and recycling is extremely important.
Thorough training and a direct handover to the customer after installation are essential. This
ensures that customers can maximise machine Uptime, markedly increase Yield and reduce
production Costs. Customers benefit from extensive training and a full-coverage network of
customer service centres which ensure optimum on-site services. 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.
Safety is key
All Meyer Burger systems and machinery are systematically inspected before
delivery to customers and users. The safety concept for all machines and their manufacture
is structured in four steps and fully embedded in the development process. In addition,
regular customer training sessions are fundamental to the reliable operation of machines and
systems. By means of training modules ranging from basic to specially tailored courses,
users and maintenance personnel are trained in the correct handling of the machines and
systems, thereby taking individual customer needs into account. Training sessions can be
carried out both at Meyer Burger sites and directly on the customers’ premises. All Meyer
Burger customers also have the benefit of access to telephone hotlines and online support.
Protecting customers also includes meticulous attention to privacy. To ensure the
correct handling of all customer data and documentation, information and data are divided
into four categories and are treated accordingly: Public, Internal, Confidential and Strictly
Confidential. There were no complaints on the grounds of customer data privacy in 2012.
Report FY 2012 Corporate Governance Financial Report Other Information
Personal contact and customer satisfaction
In order to maintain close personal contact with customers and form new customer
relationships, all Meyer Burger Group members are regularly represented at specialist and
industry fairs. In 2012, the Group was present at the SNEC in Shanghai (International
Photovoltaic Power Generation Conference & Exhibition), the Renewable Energy India­
2012 Expo in India, the EU PVSEC in Frankfurt and the Intersolar trade fairs in Munich and
San Francisco.
Customer satisfaction with products and services from the Meyer Burger Group
must be guaranteed and has top priority. For example, Roth & Rau conducts surveys about
projects twice a year for Level A customers and annually for all others. Customers can also
get in touch directly by email or phone and submit their feedback during visits by local
service or engineering employees. Most complaints are generally received about machine
errors which are remedied as quickly as possible on-site by service employees. To improve
delivery time for spare parts, the warehouse capacities of local service locations were
increased, particularly in China. The quality of training programmes was also significantly
improved with newly engaged trainers following customer feedback.
Public recognition
Meyer Burger’s innovativeness also received public recognition in 2012 when
Pasan SA, a member of Meyer Burger Group, was honoured with the prestigious Intersolar
AWARD 2012 in the PV Production Technologies category for its “SpotLIGHT 1sec” cell
tester. With the award in June 2012, the independent jury at the Intersolar Europe 2012
exhibition recognised the pioneering role and know-how of the world market leader in
photovoltaic (PV) module measurement. Pasan SA also won the Solar Industry Award 2012
in the Photovoltaic Tool category at the 27th EU PVSEC in September 2012 in Frankfurt,
Germany with its new DragonBack™ measurement method for high efficiency cells.
Employees
Motivated, competent and satisfied employees are key to the long-term success of
a company. Both the recruitment and the individual development of young talent are therefore
particularly important. This applies even in the current difficult economic times, although
Meyer Burger recruited significantly fewer people in 2012 than in previous years.
As a consequence of the sharp decline in the market, Meyer Burger had to reduce
most temporary jobs and also had to release quite a large number of permanent employees.
The Human Resources structures that were built up over the recent years of fast growth also
had to deal with the difficult new task of supporting management through the redundancy
process and at the same time strengthening the motivation of the remaining employees in the
affected teams. The merger of Meyer Burger Ltd and 3S Swiss Solar Systems and the
consolidation at the solar technology centre in Thun were additional challenges for the two
companies.
31
32
Meyer Burger Annual Report 2012 Culture/values
Corporate culture is central to employee well-being. New challenges arose in 2012
from the merger of Meyer Burger Ltd and 3S Swiss Solar Systems. The two corporate cultures
and their company values still have to be amalgamated in order to build a common, strong
workforce in Thun. At Roth & Rau AG in Hohenstein-Ernstthal, there are also challenges to
be mastered in view of the current industry situation, the shortage of skilled labour and
competition between employers. We are placing our confidence in active management by
those responsible for HR.
An excellent team in a difficult restructuring phase
The two sites at Thun and Hohenstein-Ernstthal grew very quickly in recent years.
Despite the shortage of skilled employees at the time, an excellent base of young, very well
trained workers and managers was built up. A strong focus on training and continuous pro­
fessional development was crucial and it still remains a key area. Special change management
training was carried out in the reporting year in order to give executives strong support on
topics such as relocation, internal consolidation processes and large-scale redundancies and
to help strengthen them in their role.
The majority of Meyer Burger employees are between 30 and 50 years old. Many of
them find very good career opportunities at Meyer Burger. Nevertheless, short-time work,
redundancies and poor market conditions with low production activity have induced talented
young employees to seek new challenges outside the Meyer Burger Group. The increased
fluctuation rate has also had a perceptible effect on the workforce age structure. In November
2012, Meyer Burger Group publically announced that it was eliminating a further 270 jobs
worldwide. This affected 50 jobs in Hohenstein-Ernstthal and about 120 in Thun. The notice
periods will not expire in some cases until the end of the first quarter of 2013. Both locations
are making every effort to support and motivate the remaining employees and retain their
loyalty to the company.
Involving and informing employees
It is extremely important to involve employees in the current and strategic development
of the company, particularly in difficult times. Meyer Burger is very active in this respect with
continuous improvement processes, twice-yearly information to employees including Q&A
rounds addressed to the Executive Board, special information events including Q&A rounds
for the management, the annual employee appraisal interviews, the intranet at Roth & Rau
and the employee newspaper MBtimes. The MBtimes in particular was expanded in the
reporting year. For almost two years it has been delivering information to the entire Meyer
Burger Group worldwide three times a year in the four main languages German, English,
French and Chinese about key events in the Meyer Burger world. The Roth & Rau staff news­
paper, Sun Times, was fully integrated into MBtimes at the end of 2011. As of 2012 employees
have also regularly received MBtarget, an electronic management newsletter which was
Report FY 2012 Corporate Governance Financial Report Other Information
launched as a support measure during the reorganisation phase at Meyer Burger. It is a
vehicle for management to report on the current status of the company and progress in the
areas of wafers, cell & coating, modules and process intelligence.
Company benefits for employees in Switzerland include the statutory benefits as
well as some additional benefits such as 16 weeks of maternity leave (in accordance with the
collective employment contract (GAV) for the mechanical engineering industry), global
accident coverage with private hospital treatment, offers relating to the carbon neutral mobility
concept (see page 39), locker facilities and showers for employees who engage in sports,
discounted purchase of REKA Checks (vouchers redeemable for leisure activities and
holidays), vouchers for bi-annual subscriptions entitling the holder to half-price travel on the
Swiss railways, payment by the company of the infrastructure costs for the very popular staff
restaurant in the new building in Thun and free beverages (coffee, mineral water) on site.
Depending on both individual performance and overall business performance,
members of the Board of Directors, Executive Board and other selected employees of Group
members receive shares under the share participation programme. The company has taken
out an insurance policy for its employees’ occupational pensions that exceeds the statutory
minimum. To ensure coverage for its obligations, a comprehensive insurance solution has
been taken out not only for death and disability risk, but also for longevity and investment
risk, with the collective insurance foundation of a life insurance company.
In Germany, company benefits for employees include the statutory benefits as well
as additional ones such as a fitness studio integrated into the Roth & Rau building, organised
sports groups and participation in public competitions (football and volleyball tournaments,
running events). Roth & Rau also offers an in-house company kindergarten where employees’
children can participate in the innovative “House of the Little Researchers” educational
initiative. Roth & Rau also offers employees a subsidised and well-frequented staff restaurant.
Meyer Burger provided special services in 2012 to around 50 employees in Thun
who had to be released in March 2012. In addition to the negotiated social plan, activities
offered included an in-house job market, information events with the regional employment
centre on site and a Group outplacement service called “Fit for the job market”. This type of
support will be repeated again in 2013.
Employee satisfaction is also discussed during the annual employee appraisal
interviews and in the process of agreeing on objectives. The last extensive satisfaction survey
was conducted in 2009. The company was too engaged in the many organisational changes
taking place in the reporting year to conduct a specific survey.
Flexible market requires adjustments
It is difficult to make direct comparisons with the figures published in the sustainability
report of the previous reporting year because of the essential adaptations which were made
to meet difficult market conditions, the merger of Meyer Burger Ltd and 3S Swiss Solar
Systems and the addition of Roth & Rau AG to the scope of the Annual Report. At the end of
2012, a combined total of 1,028 people were employed at Meyer Burger Ltd and Roth & Rau
(2011: 1,155). Of this total, 673 people worked in Thun (2011: 748) and 355 (2011: 407) in
Hohenstein-Ernstthal.
33
34
Meyer Burger Annual Report 2012 Total workforce by type of employment and location:
Employees
Total
Thun
Hohenstein-Ernstthal
2012
2011
2012
2011
2012
2011
Permanent employees
947
1068
621
692
326
376
Temporary employees
15
21
4
10
11
11
Apprentices and trainees
66
66
48
46
18
20
1028
1155
673
748
355
407
Total at year-end
The total workforce for the Thun site, excluding temporary employees, can be broken
down by type of employment as follows. Details on the workforce breakdown for HohensteinErnstthal are not fully available in the reporting year.
Employees
2012
2011
Production, Infrastructure
226
322
Research, Development
170
201
Administration, Finance/Controlling, HR, IT, CEO
131
67
Sales, Services
142
148
Total at year-end
669
738
Excluding temporary employees, the workforce in Thun can be broken down into
573 full-time equivalents (425 in wafer, 121 in module, 27 in Meyer Burger Technology Ltd)
(2011: 650 full-time equivalents) and 96 part-time posts (58 in wafer, 31 in module, 7 in
Meyer Burger Technology Ltd) (2011: 88 part-time posts).
The gender breakdown excluding temporary employees for the workforce in Thun in
2012 covers the wafer and module technologies and Meyer Burger Technology Ltd. In the
previous reporting year, the gender breakdown only reflected the structure of MB Wafertec
which now makes up the wafer technology within Meyer Burger Ltd in Thun. The gender
breakdown is as follows: 546 male employees (2011: 625) and 123 female employees (2011:
113). The female employees can be broken down into the following categories: 2 members
of the respective Executive Boards (2011: 2), 52 senior executives (2011: 35), 62 employees
(2011: 73) and 7 apprentices or trainees (2011: 3). This corresponds to a total share of
women of 18.4% (2011: 15.3%). Details on the gender breakdown for Hohenstein-Ernstthal
are not fully available in the reporting year.
The age structure at the Thun site (wafer and module and Meyer Burger Technology
Ltd) excluding temporary employees once again reflects Meyer Burger’s fairly young
workforce. 215 people are below the age of 30, 362 are between 30 and 50 years old and
92 are over 50 years old. Two members of the Executive Board of Meyer Burger Technology
Ltd are over 50 years old, and two are between 30 and 50. Six members of the Board of
Directors are over 50, and one is between 30 and 50.
35
Report FY 2012 Corporate Governance Financial Report Other Information
The employees occupy a very wide variety of roles and are divided up into several
levels of competence and responsibility (LCR) ranging from LCR 1 (Executive Board) to LCR
5 (employees). The definition of the LCRs enables us to achieve certain nuances within largely
standardised terms of employment and salary systems and therefore to address the specific
situation of individual employees.
The fluctuation rate at the Thun site was 13.8% in the reporting year which can be
broken down into 9.53% in the wafer technology and 23.04% in the module technology. The
wafer figure is only slightly above the industry average, the high number for modules is
explained by the integration and the associated relocation to Thun. The fluctuation rate at
Roth & Rau was 4.2%.
→ For further information on the subject of Meyer Burger Group’s employees in the
Annual Report 2012 see page 22.
No. of persons
Business administration 5
Automation mechanics 12
Information technology 2
Work-life balance, employee health
Meyer Burger sets health and safety as a high priority. In 2012 in Thun, Meyer Burger
initiated employee health programmes such as “Bike-to-Work” and the campaign entitled
“an apple a day keeps the doctor away”, in which fresh apples were distributed to all staff.
Work-life balance is encouraged by various programmes such as “Time for Money”
and, depending on the employees’ LCR, by the possibility of compensation for overtime,
home office capabilities and a sabbatical after several years’ tenure with the company. All
employees also receive regular information from KOPAS, the Association of Swiss Building
Envelope Companies (Verband Schweizer Gebäudehüllen-Unternehmungen). Illness and
accidents are reported and counted from the first hour of absence onwards. In 2012,
25 occupational accidents occurred at the Thun and Hohenstein-Ernstthal sites (2011: 26),
re­sulting in 625 days of absence (2011: 93). The high number of days’ absence is due to the
fact that a small number of employees were absent for a very long period of time.
Apprentices by
profession
Logistics 2
Polymechanics 11
Design engineering 10
Training and continuous professional development
All managers and designated management trainees receive a minimum of 1.5 days’
management training per year. In 2012, this focused mainly on how to deal with human
resources changes such as integration processes and how to handle redundancies. The
content of this management training comprises integration procedure, conduct towards
redundant and remaining employees, how to handle one’s own emotions and building and
motivating teams after the event. These courses will be conducted again in 2013. Specialist
courses, continuing professional development, coaching etc. are decided individually
together with the employees in the annual appraisals held for all staff and in the process of
agreeing on individual objectives.
In the years 2011-2012, 8 apprentices successfully completed their training
programmes in business administration and as automation mechanics, design engineers and
polymechanics. In the years 2012-2013, Meyer Burger is training 42 apprentices in business
administration (5), information technology (2), logistics (2), automation mechanics (12), design
engineering (10) and polymechanics (11).
36
Meyer Burger Annual Report 2012
Apprentices
Report FY 2012 Corporate Governance Financial Report Other Information
Close collaboration was key
With over 40 apprentices in the design engineering, logistic, automation mechanic, business administration, information
technology and polymechanic professions, Meyer Burger is one of the leading providers of apprenticeship positions in the
region of Thun.
In the past year an automation project for a Brickline model provided the practical basis for the close educational cooperation
between the automation mechanics, design engineers and polymechanics in the apprenticeship programme.
Complicated applications in electrical engineering, automation, electro-pneumatics, programming and robotics needed to be
closely coordinated and fine-tuned with one another. The apprentices put a basic concept on paper and prepared the technical
implementation of the project.
It took seven months from the point of conception until the Brickline model was fully operational. The preparation of
documentation and training material completed the project. This automation project enabled Meyer Burger to make the
apprenticeship programme even more interesting and to further enhance its practical value for the apprentices.
37
38
Meyer Burger Annual Report 2012 No infringements of statutory health and safety regulations were reported in 2012.
However, five incidents in production infringed the voluntary internal rules of conduct (2011: 6).
In the event of occupational accidents due to non-compliance with safety regulations, an
analysis is undertaken and appropriate actions defined.
Responsible behaviour at every level
The Code of Conduct is one of the most important pillars of Meyer Burger’s corporate
and business management and is an integral part of the terms of employment which are
signed by all new employees. This Code of Conduct defines the business, professional and
ethical standards of Meyer Burger Group. The Code was reviewed and confirmed by all Group
members in 2012. It will be distributed it to all Group employees through the Human Resources
departments. It is also published on the website in three languages. The Board of Directors, the
Executive Board and all Meyer Burger employees worldwide, including temporary em­ployees
and consultants, 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. To underscore the high status of the Code of Conduct, in 2007 the Board of Directors
appointed the Group’s Chief Financial Officer, Michel Hirschi, as Code of Conduct Officer.
The Code of Conduct sets the principles and guidelines which support cooperation
between the members of Meyer Burger Group. It mandates equality of opportunity for our
employees and prohibits bullying or harassment in the workplace. The Code of Conduct
encompasses all conduct with contract partners and customers, and it mandates the strictest
maintenance of commercial and business confidentiality while obliging the reporting of any
kind of misconduct.
In the event of uncertainty or doubt, employees may approach their line managers,
the Code of Conduct Officer or other members of the Executive Board for advice or support
at any time. This also applies to possible discrimination of any kind. No cases of discrimination
were reported in the period under review.
Environment
When Meyer Burger Technology Ltd and Meyer Burger Ltd relocated in May and
June 2012 and later in the year merged with Lyss-based 3S Swiss Solar Systems in a single
central building in Thun, a solar technology centre focusing on the areas of wafers and modules
was created. The construction of a second building dedicated to Research and Development
(R&D) has been postponed for the time being and R&D was integrated into the new production
site. Following completion of the architectural changes required, this department was also
able to move into the production facility in the fourth quarter of 2012.
Meyer Burger now has the opportunity to systematically record key environmental
data for the first time. The relevant indicators were defined and the measurements started in
mid-2012. The figures for the year under review are therefore based for the Thun site on
measurements from June 2012 onwards, and partly on estimates (see also environmental
data table). Complete recorded data for a full year will be available for the first time for the year
2013 and, thanks to the opportunity for comparison, Meyer Burger will be able to find out how
Report FY 2012 Corporate Governance Financial Report Other Information
well the technologies installed on and in the building are performing in concrete terms.
Solar technology site Thun
The new headquarters is state-of-the-art in terms of solar technology. Photovoltaic
elements are mounted on the building’s facade and an energy shield fitted with photovoltaic
elements is installed on the south-west side of the building to provide shade and as well as
weather protection. The shield will absorb 86% of the heat and protect production employees
from excessive temperatures. The systems which have already been installed will achieve
around 110 kWpeak. A large photovoltaic system is also planned for installation on the roof,
which Meyer Burger will be able to use not only to generate energy but also for research and
development purposes.
The everyday running of the new building is also environmentally friendly. Fewer
printers are installed and only eco-efficient paper is used for printing. The building is intelligently
managed and controlled as far as possible, leading to optimum energy consumption. A
recycling concept ensures that normal and special waste are separated, collected and
disposed of in an environmentally friendly way. Employees’ awareness of the issues is raised
and they are encouraged to act in an environmentally friendly manner. The principle of
encouraging sustainable mobility in both commuter and business travel forms an integral part
of Meyer Burger’s corporate culture and policy. As a company operating in the cleantech
sector, it is important to motivate employees to pursue healthy and environmentally friendly
mobility. In May 2012, the “Carbon-neutral Mobility” concept came into force at Meyer Burger
in Switzerland. This concept urges every employee to reduce his or her personal carbon
footprint both on the way to and from work and during leisure activities. Meyer Burger
compiled a number of offers that contribute to cutting CO2, such as vouchers for the purchase
of a subscription for half-price public transport, home office days and the opportunity to
purchase electric bicycles and scooters at a discount. In addition, the Thun site only has a
limited number of parking spaces available for employees, and those who live close to the
company premises walk or come to work by public transport. In collaboration with the
municipality of Thun, Meyer Burger has had a bus stop installed in front of its building and
paid the costs of the bus shelter. The incentive for employees to travel to work by public
transport is therefore more attractive and practical.
.
39
40
Meyer Burger Annual Report 2012 Meyer Burger environmental indicators 20121
Energy consumption in MWh
MWh
7 800
Electricity
MWh
5 360
Total heat
MWh
2 120
Gas
MWh
1 950
Heat pump (groundwater)
MWh
170
Total fuels
MWh
310
Diesel
MWh
260
Petrol
MWh
40
LPG/propane
MWh
10
CO 2 emissions in tCO 2 e
tCO 2 e
5 700
Scope 1 total
tCO 2 e
480
Heating fuels
tCO 2e
390
Vehicle fuels
tCO 2e
80
Scope 2 (electricity)
tCO 2 e
2 380
Scope 3 (air travel)
tCO 2 e
2 830
Water consumption in m 3
Drinking water/fresh water
m3
16 700
Groundwater2
m3
145 300
Municipal sewage treatment plant
m3
16 700
of which, local processing prior to discharge into municipal sewage system
m3
270
Waste water m 3
Waste
Non-hazardous waste
Residual waste to incineration
tonnes
35
Residual waste to unknown recycling
tonnes
29
Composting
tonnes
13
Wood (burning)
tonnes
24
Recycling3
tonnes
Paper
tonnes
21
Cardboard
tonnes
9
Glass
tonnes
2
Metal (in particular aluminium, copper, iron, steel)
tonnes
66
Plastic
tonnes
3
PET
tonnes
2
Batteries, estimated (recycling) 3
tonnes
0.3
Waste electrical and electronic equipment (recycling) 3
tonnes
2
Oils, fats, chemicals (in particular aqueous solutions) 3, 4
tonnes
260
Hazardous waste (in particular slurry) 5, 6
tonnes
12
m3
50
Hazardous waste/Special waste
Hazardous waste (water-based) 6
hun and Hohenstein-Ernstthal (Roth & Rau) sites. The new building in Thun was not occupied until May/June 2012.
T
All environmental data for the Thun site therefore only covers the second half of 2012.
The groundwater is pumped for heating and cooling purposes and then returned to the groundwater reservoir.
3
Information on recycling and special waste at the Thun site is based on estimates.
4
Most of the waste is generated by production processes at the Hohenstein-Ernstthal site.
5
Of which recycled: broken silicon wafers: 0.19 t and toner: 0.04 t.
6
Information based on data from waste management companies.
1
2
Report FY 2012 Corporate Governance Financial Report Other Information
Society
In and for the region
Now that Meyer Burger has concentrated its Swiss sites mainly in Thun, it is all the
more important to the company to be active in and for the region and also to be perceived
locally as an active player. Thun is well known in Switzerland as a machine manufacturing
centre and Meyer Burger, as a technology company and mechanical engineering company,
is an important part of this. CEO meetings of the most significant industrial companies in the
city take place twice a year and Meyer Burger actively promotes strengthening the town as
an industrial centre and maintaining and expanding its existing know-how.
The Thun Internship Workshop for ETH students, which has been run in the last two
years by five local technology companies including Meyer Burger, is unique in Switzerland.
Five ETH students complete a five-week internship at the five companies in turn, thereby
receiving direct insight and experience in the widest possible variety of processes,
technologies and corporate cultures. Feedback from the participants and companies involved
has been consistently positive.
On the national level, Meyer Burger and partners from industrial, research and
political sectors advocate the importance of photovoltaics as a significant part of the future
energy supply. The technological, economic and political conditions have to be established
for this goal to be achieved. Dr Patrick Hofer-Noser has filled the post of Renewable Energy
Systems Officer at Meyer Burger Group since its creation in April 2012. Reporting directly to
the CEO, he supports Meyer Burger Group actively in the further development of a sustainable
energy supply and promotes its relationships with political and professional circles. At the
same time, Dr Hofer-Noser has been President of Cleantech Switzerland since 2011. In this
role, he champions export development funding for Swiss small and medium sized companies
in the cleantech sector.
Although there are no specific guidelines about working with local Swiss suppliers,
the wafer unit at the Thun site can be proud of its local commitment. In 2012 around 79% of
its total purchasing (2011: 80%) went to local suppliers.
Focus on youth, research and development and sustainability
The new sponsorship concept developed in 2011 set clear guidelines and focal
points for harmonising the content of sponsorship with corporate strategy and its marketing
and communication strategy. The concept focuses on the themes of sustainability, research
and development and regional commitment to the promotion of youth sports. A number of
exciting projects have already been completed or are in the realisation phase.
The sustainability theme has seen the implementation of aid projects in Africa and
India that combat poverty with solar energy. “Startup Africa” has a budget of CHF 140,000 and
began by supporting Kwayedzda Lodge, a small guesthouse run by a Zimbabwean couple
near Mutare, Zimbabwe. Its solar system, which is also connected to the grid, went into
operation in January 2012 and can ensure the round-the-clock supply of electricity to 3 guest
rooms, the lobby, dining room and kitchen, the IT infrastructure, the security fence and the
project managers’ accommodation. SELCO in India is a non-governmental organisation that
41
42
Meyer Burger Annual Report 2012 enhances the quality of life of underserved households and livelihoods through sustainable
energy solutions and services. Meyer Burger is making a contribution of CHF 40,000 to the
granting of microcredits for solar systems, the training of photovoltaic engineers and the setup
of an energy service centre.
Reaching out to young people, Meyer Burger’s goal is to take the company closer
to the research of tomorrow. In addition to its previously mentioned support for students,
Meyer Burger also participates in the interactive experience show tunbasel.ch, which aims to
interest more children and young people in scientific and technical professions. On the
regional level, Meyer Burger promotes youth sports and supports events in order to spread
the reputation of the Thun location beyond the region and to disseminate knowledge about
technologies and products in the solar value chain. The travelling exhibition “Strawberries in
Winter – a Climatic Fairy Tale” is being shown in a number of Swiss cities between 2012 and
2015 and aims in particular to raise school classes’ awareness of climatic and environmental
issues. Meyer Burger is featured in this exhibition with “From Sand to Solar System”,
explaining how solar power is created from silicon as the source material. A total of
CHF 335,000 was spent on supporting these and other smaller energy-related sponsorship
projects in 2012.
The scheduled expansion of the Startup Africa project and other smaller commitments,
have had to be deferred because of the Meyer Burger’s current economic position.
→ For further information on sponsorship at Meyer Burger see http://www.meyerburger.
com/en/about-us/sponsoring/
Meyer Burger is also involved in the Umwelt Arena Schweiz (Environmental Arena
Switzerland) where, together with partners, it will develop and finance the informative
exhibition “Solar energy – of course!” on the 3rd floor of the Umwelt Arena in the coming
years. Visitors will be introduced to the exciting world of photovoltaics, solar thermal energy
and solar construction. The Umwelt Arena building benefits from Meyer Burger technologies
and products. Approximately 540,000 kWh of solar energy per year are generated by 5,300 m²
of solar modules on the Umwelt Arena with its 360°-facing roof. That is roughly equivalent to
the annual energy consumption of 120 private households or 300 electric vehicles.
Report FY 2012 Corporate Governance Financial Report Other Information
43
44
Meyer Burger Annual Report 2012
Board of Directors and Executive Board
Report FY 2012 Corporate Governance Financial Report Other Information
Left-hand page
The Board of Directors from top left to bottom right: Peter M. Wagner,
Dr Alexander Vogel, Rudolf Samuel Güdel, Peter Pauli, Dr Dietmar Roth,
Heinz Roth, Prof Dr Konrad Wegener
Right-hand page
The Executive Board from top left to bottom right: Peter Pauli,
Michel Hirschi, Sylvère Leu, ­B ernhard Gerber
45
46
Meyer Burger Annual Report 2012 Corporate Governance
Meyer Burger is fully committed to good 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.
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, Marketing & Sales, Corporate Communications,
Human Resources
– Chief Financial Officer (CFO)
Finance, Corporate Controlling, Treasury, Mergers & Acquisitions, Investor Relations, Tax
& Legal, Group IT
– Chief Innovation Officer (CIO)
Overall Management of Technology Research and Development along process chain,
Technology Roadmap, Control and Organisation of business processes
– Chief Operating Officer (COO)
Global Supply Chain Management, Global Services, 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
1.2 Listed company
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 336,795
treasury shares as of 31 December 2012. Other consolidated group companies held together
130,291 shares of Meyer Burger Technology Ltd as of 31 December 2012. These shares
were issued in conjunction with the share participation programme and are reserved for
47
Report FY 2012 Corporate Governance Financial Report Other Information
Market capitalisation CHF
allotment to eligible employees. The total participation held by the entire Group therefore
amounts to 0.98% of shares as of 31 December 2012 (based on number of shares as
registered in the commercial register). The market capitalisation of the Company reached
CHF 325.4 million as of 31 December 2012.
325.4 M
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 16,207,045.00, divided into 16,207,045 bearer shares
with a nominal value of EUR 1. As of 31 December 2012, 15,179,999 Roth & Rau shares
were listed at the regulated market (listed at the prime standard until 29 March 2012, and at
the entry standard since 30 March 2012) of the Frankfurt stock exchange and traded on the
stock exchanges of Berlin, Dusseldorf, Hamburg, Hanover, Munich and Stuttgart. The ISIN
number is DE000A0JCZ51 (WKN A0JCZ5) and the ticker symbol R8R. The 1,027,046 Roth
& Rau shares that were created as a result of the capital increase by way of contribution in
kind, which was recorded in the commercial register of the district court Chemnitz on 6 April
2010, are currently not admitted for trading. As of 31 December 2012, Meyer Burger
Technology Ltd (through its wholly owned subsidiary MBT Systems GmbH) held a participation
of 92.54% in Roth & Rau AG and in addition through purchase agreements further 3.94% of
the share capital and voting rights. Roth & Rau AG held no treasury shares as of 31 December
2012. The market capitalisation of the remaining free float of 7.46% of Roth & Rau AG
amounted to EUR 15.5 million as of 31 December 2012.
1.3 Non-listed companies
→ The scope of consolidation as of 31 December 2012 includes non-listed companies,
which are listed on page 93 in the financial section of this Annual Report.
Free Float over
1.4 Significant shareholders
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 2012:
Shareholder
Voting rights
Generation Investment Management LLP, UK-London
> 5%
Peter Pauli, CH-Möhlin1
3.25%
Platinum Investment Management Limited, AUS-Sydney
> 3%
1
incl. employee shares held. The participation is 3.22%, based on the number of outstanding shares as at
31 December 2012.
96%
48
Meyer Burger Annual Report 2012 Disclosure of shareholdings by various shareholders in accordance with Article 20 SESTA
during fiscal year 2012:
– William Blair & Company, LLC, USA-Chicago
Exceeding the 3% threshold limit as of 30 January 2012, as a result of purchase transactions
(disclosed participation 3.1%). Going below the 3% threshold limit as of 19 April 2012, as
a result of sale transactions.
–Morgan Stanley & Co LLC, USA-New York and Morgan Stanley & Co International PLC,
UK-London
The two investors act as a group of shareholders. The disclosure notice mentions Morgan
Stanley, Trust Center The Corporation Trust Company, 1209 Orange Street, USA-Wilmington
(Delaware), as the indirect holder of the shares (Group of companies). Exceeding the 5%
threshold limit as of 12 March 2012, as a result of securities lending transactions (disclosed
participation 5.07% of purchase positions due to securities lending and comparable
transactions, 0.43% of sale positions due to equity swaps). Going below the 3% threshold
limit as of 11 April 2012, as a result of securities lending transactions. Exceeding the 5%
threshold limit as of 13 April 2012, as a result of securities lending transactions (disclosed
participation 5.2% of purchase positions due to securities lending and comparable
transactions, 0.13% of sale positions due to equity swaps). Going below the 3% threshold
limit as of 8 May 2012, as a result of securities lending transactions.
–Generation Investment Management LLP, UK-London
Exceeding the 3% threshold limit as of 24 April 2012, as a result of purchase transactions
(disclosed participation 3.39%). Exceeding the 5% threshold limit as of 4 May 2012, as a
result of purchase transactions (disclosed participation 5.18%).
–BlackRock, Inc., USA-New York
Shareholder acts together with various group companies of BlackRock as a group of
shareholders and held already a position above the 5% threshold limit at the end of 2011.
Disclosure notice that a purchase position of total 5.29% existed as of 10 May 2012 (4.9%
in registered shares and 0.39% in contracts for difference). Disclosure notice that a
purchase position of total 5.43% existed as of 24 May 2012 (5.01% in registered shares
and 0.42% in contracts for difference). Disclosure notice that a purchase position of total
5.46% existed as of 30 May 2012 (4.99% in registered shares and 0.46% in contracts for
difference). Going below the 5% threshold limit as of 30 July 2012, as a result of sale
transactions. Purchase position of total 4.97% disclosed as of 30 July 2012 (4.29% in
registered shares and 0.68% in contracts for difference). Disclosure notice that a purchase
position of total 3.6% existed as of 10 September 2012 (2.98% in registered shares and
0.62% in contracts for difference). Going below the 3% threshold limit as of 27 September
2012, as a result of sale transactions.
–Credit Suisse Funds AG, CH-Zurich
Going below the 3% threshold limit as of 16 May 2012, as a result of sale transactions.
Report FY 2012 Corporate Governance Financial Report Other Information
–Vontobel Fonds Services AG, CH-Zurich
Exceeding the 3% threshold limit as of 22 August 2012, as a result of purchase transactions
(disclosed participation 3.0438%). Going below the 3% threshold limit as of 15 October
2012, as a result of sale transactions.
–Platinum Investment Management Limited, AUS-Sydney
Exceeding the 3% threshold limit as of 1 November 2012, as a result of purchase
transactions (disclosed participation 3.29%).
→ Details to the individual disclosure notices mentioned above are available on the website
of SIX Swiss Exchange
http://www.six-swiss-exchange.com/shares/companies/major_shareholders_en.html
The Company is not aware of any shareholders’ agreements.
1.5 Cross-shareholdings
Meyer Burger Technology Ltd did not have any cross-shareholdings with other companies as
of 31 December 2012.
2. 2.1 Capital structure
Capital structure as of 31 December 2012
Ordinary share capital
CHF 2,407,150.90
(registered in the commercial register: CHF 2,387,725.55)
48,143,018 fully paid-in registered shares with a nominal value of CHF 0.05
each (registered in the commercial register: 47,754,511 registered shares)
Conditional share capital
CHF 107,633.00
(according to Articles of Association: CHF 127,058.35)
2,152,660 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: 2,541,167 registered shares)
CHF 200,000.00
(according to Articles of Association: 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 conjunction with convertible
bonds, bonds with option rights or similar financial market instruments of the
Company or of group companies
(according to Articles of Association: 4,000,000 registered shares)
Authorised share capital
CHF 240,000.00
(according to Articles of Association: CHF 240,000.00)
4,800,000 registered shares with a nominal value of CHF 0.05 each
Issuance possible until 26 April 2014
(according to Articles of Association: 4,800,000 registered shares)
49
50
Meyer Burger Annual Report 2012 2.2 Conditional share capital
In accordance with Article 3b of the Company’s Articles of Association, dated 26 April 2012,
the share capital may be increased by a maximum amount of CHF 127,058.35 by means of
the issuance of no more than 2,541,167 fully paid-in registered shares with a nominal value
of CHF 0.05 each, by virtue of 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 worked out by the Board of Directors. The preferential rights of the
shareholders shall be excluded. The new registered shares shall be subject to the restrictions
set forth in Article 4 of the Articles of Association (in reference to limitations for registration in
the share register).
In accordance with Article 3c of the Company’s Articles of Association, dated 26 April 2012,
the share capital may be increased by a maximum amount of CHF 200,000.00 by means of
the issuance of no more than 4,000,000 fully paid-in registered shares with a nominal value
of CHF 0.05 each, by virtue of the exercise of conversion and/or option rights in conjunction
with convertible bonds, bonds with option rights or similar financial market instruments of the
Company or of group companies.
The preferential 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 restrictions set forth in Article 4 of
the Articles of Association (in reference to limitations for registration in the share register).
The Board of Directors may limit or withdraw the right of the 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 conjunction
with the financing or refinancing of the acquisition of an enterprise or parts of an enterprise
or with participations or new investments of the Company; or
2) an issue by firm underwriting by a bank or a 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 terms of the conditions or the time plan of the
issue.
If preferential 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.
51
Report FY 2012 Corporate Governance Financial Report Other Information
2.3 Authorised share capital
In accordance with Article 3a of the Articles of Association, dated 26 April 2012, the Board
of Directors is entitled to increase the share capital of the Company by not more than CHF
240,000.00 until 26 April 2014 by virtue of 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 limit or exclude the preferential 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;
2) for the purpose of the participation of strategic partners or investors;
3) in order to quickly and flexibly raise equity capital, which would be difficult to achieve with
preferential subscription rights.
The increase can 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, as
well as the date of entitlement to dividends. Shares issued under these terms are subject to
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
General reserves
Reserve for treasury shares
31.12.2012
31.12.2011
31.12.2010
2 279
2 407
2 386
235 636
229 685
–
–855
4 457
175 276
7 383
2 090
574
Profit
302 402
145 338
51 930
Total equity
546 973
383 956
230 059
2.4.1 Changes in capital during 2012
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 respectively 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
52
Meyer Burger Annual Report 2012 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 has not been registered in the commercial register yet.
2.4.2 Changes in capital during 2011
In conjunction with the execution of share exchange contracts regarding the takeover of Roth
& Rau AG, the Company issued a total of 1,086,308 registered shares out of its authorised
share capital on 10 April and 20 April 2011. By virtue of these capital increases, the ordinary
share capital was increased by CHF 54,315.40. The authorised share capital was reduced by
the same amount to CHF 170,684.60. The registrations of the corresponding changes of the
Articles of Association (from 10 April and 20 April 2011) were recorded in the commercial
register on 11 April and 21 April 2011.
As a result of the exercise of 573,907 employee options between 15 January 2010 and 28
February 2011, the ordinary share capital was increased by CHF 28,695.35 (in the time
period 1 January 2011 to 28 February 2011, a total of 148,304 employee options were
exercised). The conditional share capital for exercising of option rights granted to employees
and members of the Board of Directors decreased to CHF 173,817.15. The registration of
the corresponding change of the Articles of Association (15 March 2011) was registered in
the commercial register on 16 March 2011. Through the exercise of further 902,755 employee
options between 1 March and 31 December 2011, the ordinary share capital was again
increased by CHF 45,137.75 and the conditional share capital for exercising of option rights
was reduced correspondingly to CHF 128,679.40.
In total, the ordinary share capital increased from CHF 2,279,236.15 (outstanding capital as
of 31 December 2010) by CHF 106,868.35 to CHF 2,386,104.50 during fiscal year 2011
(registered in the commercial register as of 31 December 2011: CHF 2,340,966.75).
2.4.3 Changes in capital during 2010
In conjunction with the successful conclusion of the merger with 3S Industries Ltd, the
Extraordinary Meeting of Shareholders held on 14 January 2010 approved a share split in a
ratio of 1:10 and an increase in the ordinary share capital. The Board of Directors decided to
implement the share capital increase of CHF 625,231.20 to CHF 2,229,763.70 (capital as in
the commercial register) directly after the shareholders meeting.
In the time span between 1 January 2010 and 14 January 2010, 1,550 employee options
(after the share split on 14 January 2010: 15,500 options) were exercised and the ordinary
share capital therefore increased by CHF 775.00. The capital increase was determined by
the Board of Directors on 4 February 2010 and registered with the commercial register.
As of 4 February 2010, the ordinary share capital of the Company amounted to CHF
2,230,938.70 (44,618,774 registered shares with a nominal value of CHF 0.05 each). The
53
Report FY 2012 Corporate Governance Financial Report Other Information
conditional capital amounted to CHF 202,512.50 (4,050,250 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, and to CHF 150,000.00 (3,000,000 registered shares with a
nominal value of CHF 0.05 each) for exercising of conversion and/or option rights in
conjunction with convertible bonds, bonds with option rights or similar financial market
instruments. The authorised capital amounted to CHF 188,500.00 (3,770,000 registered
shares with a nominal value of CHF 0.05 each).
→ Further details to the capital structure after the merger are available on page 30 of the
Annual Report 2009.
http://www.meyerburger.com/en/investor-relations/financial-reports/archive/
In conjunction with the successful conclusion of the purchase contract for the remaining 34%
participation in Hennecke Systems GmbH, the Company issued 540,346 registered shares
on 22 April 2010 out of the existing authorised share capital at that time. The ordinary share
capital increased by CHF 27,017.30 to CHF 2,257,956.00 (45,159,120 registered shares
with a nominal value of CHF 0.05 each). At the same time, the authorised capital decreased
by the corresponding amount of CHF 27,017.30 to CHF 161,482.70.
The General Meeting of Shareholders on 29 April 2010 resolved, in line with the proposals of
the Board of Directors, the following changes in capital:
1)increase of the conditional share capital for convertible bonds and/or bonds with options
or other financial market instruments from previously existing CHF 150,000.00 (3,000,000
registered shares) to CHF 200,000.00 (4,000,000 registered shares).
2) continuation and a respective increase of the authorised share capital to CHF 225,000.00
(4,500,000 registered shares), issuance possible until 29 April 2012.
As a result of the exercise of options, the ordinary share capital increased until the end of
fiscal year 2010 by CHF 21,280.15 (425,603 registered shares) to CHF 2,279,236.15
(45,584,723 registered shares). The conditional share capital for exercising of option rights
granted to employees and members of the Board of Directors decreased by the corresponding
amount to CHF 181,232.35 (3,624,647 registered shares). The registration of the
corresponding change in the commercial register was done on 21 March 2011.
2.5 Shares
The share capital of Meyer Burger Technology Ltd, as of 31 December 2012, was divided into
48,143,018 registered shares (number of registered shares reflected in the commercial register
as of 31 December 2012 was 47,754,511) with a nominal value of CHF 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 the 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.
1 Share:
1 Vote
54
Meyer Burger Annual Report 2012 2.6 Participation or bonus certificates
The Company has neither participation nor bonus certificates outstanding.
2.7 Limitations on transferability and nominee registrations
As a matter of principle, the Articles of Association of the Company do not include any
restrictions on transferability.
– 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 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 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 advance subscription rights, options or conversion rights.
2.8 Convertible bonds, options, share participation programme
As of 31 December 2012, Meyer Burger Technology Ltd did not have any convertible bonds
outstanding.
Option plan (until the end of fiscal year 2009)
The Board of Directors of the Company had adopted an option plan in fiscal year 2006 for
the members of the Board of Directors and the members of the Executive Board as well as
for other key employees within the Group. Based on this plan, the Board of Directors granted
options. The options were granted free of charge and are non-transferable. Each option
entitled to subscribe to a registered share (nominal value of CHF 0.05) in accordance with the
conditions determined by the Board of Directors. After a defined vesting period, the options
could be exercised during the exercise period but only, if a valid employment contract or
Board membership existed. Options that have not been exercised will be forfeited after expiry
of the exercise period.
55
Report FY 2012 Corporate Governance Financial Report Other Information
Outstanding options as of 31 December 2012
Date of grant
Number of options Exercise price
Ratio
Vesting period
Exercise period
07.09.2009 1
411 200
CHF 19.50
1:1
2 years
07.09.2011–06.09.2013
18.01.2010 2
126 286
CHF 19.04
1:1
2 years
01.09.2011 –31.08.2013
1
For the options that had been granted in 2009 out of the option programme of Meyer Burger Technology Ltd, the number
of options and the exercise prices were adjusted in January 2010 in the same ratio (1:10) as the share split of the
registered shares took place (ratio of 1:10).
2
O n the date of the merger between the Company and 3S Industry Ltd on 15 January 2010, 3S Industry Ltd had a total of
930,050 options outstanding, which were exercisable into one 3S share each. Out of this total, 625,100 of these options
were directly exercisable, whereas 304,950 options were not exercisable yet. Meyer Burger Technology Ltd allocated
with effect from 14 January 2010, out of the existing share capital of the Company, to the beneficiary owners of these
options a corresponding amount of options exercisable into shares of the Company in accordance with the exchange
ratio of 1.12 : 1 as agreed in the merger contract. The exercise price was adjusted taking into consideration the exchange
ratio and the fact that the beneficiaries should not receive worse conditions than under the existing participation plans of
3S Industries.
The 537,486 options mentioned in the table correspond to 1.13% of the outstanding ordinary
share capital of the Company as of 31 December 2012 (capital registered in the commercial
register).
Share participation programme (since fiscal year 2010)
The Board of Directors approved in December 2009 a new share plan (which was applied for
the first time in fiscal year 2010) 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 shares 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 shares, which the Board of Directors has allocated, have
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). During
the vesting period and the optional retention period, the participants cannot sell (in part or
entirely), transfer, pledge or debit the shares in any form. Shares acquired under this plan
forfeit 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.
56
Meyer Burger Annual Report 2012 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
(deferred acquisition of ownership, no retention period), the USA (no retention period) and in
China and Spain, where employees have been offered so-called phantom-shares).
Number of shares as of 31 December 2012 that was offered under the share participation
programme
Date of grant
Number of shares
Acquisition price
Vesting period
07.07.2011
126,360
CHF 0.05
01.07.2011–30.06.2013
05.04.2012
332,506
CHF 0.05
01.04.2012–31.03.2014
The 458,866 registered shares mentioned in the table correspond to 0.96% of the outstanding
ordinary share capital of the Company as of 31 December 2012 (capital registered in the
commercial register).
The total amount of share capital for the option and share participation programme together
amounts to 2.09% of the outstanding ordinary share capital of the Company as of 31 December
2012 (capital registered in the commercial register).
3. Board of Directors
Board of Directors as of 31 December 2012
Name
Born
Position
First elected
Elected until AGM
Peter M. Wagner
1953
Chairman
2006
2015
Dr Alexander Vogel
1964
Vice Chairman
1999
2015
Rudolf Samuel Güdel
1949
Member
2010
2013
Peter Pauli
1960
Delegate, CEO
2011
2014
Dr Dietmar Roth
1949
Member
2011
2014
Heinz Roth
1954
Member
2009
2015
Prof Dr Konrad Wegener
1958
Member
2010
2013
Peter M. Wagner
Chairman, currently 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
Report FY 2012 Corporate Governance Financial Report Other Information
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/NC
2000–2004 Chief Executive Officer of debitel AG, DE-Stuttgart
Since 2004 Independent business consultant, DE-Überlingen
2007–2008On ad interim basis: Head of Research & Development at Meyer Burger Ltd,
CH-Thun
2010–2011On ad interim basis: Chief Operating Officer at AMB Apparate + Maschinenbau
GmbH, DE-Langweid
2011Member of the Supervisory Board of Roth & Rau AG, DE-Hohenstein-Ernstthal
(August – October 2011)
Since 2011On ad interim basis: Chief Executive Officer of Roth & Rau AG, DE-HohensteinErnstthal (since October 2011)
Since 1990, many 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).
Mandates in 2012: Chief Executive Officer of Roth & Rau AG, DE-Hohenstein-Ernstthal (ad
interim) since October 2011. Mr. Wagner will gradually hand over the operating leadership
responsibilities to the COO of Roth & Rau during fiscal year 2013. Chairman of the Advisory
Board of the Stiftung für konkrete Kunst (Foundation for Concrete Art), DE-Reutlingen. No
significant official functions or political offices.
→ Further details to the services as Chief Executive Officer of Roth & Rau AG are available in
Note 6.34.4 “Compensation to related parties” on page 151.
57
58
Meyer Burger Annual Report 2012 Dr Alexander Vogel, LL.M.
Vice Chairman, non executive member of the Board of Directors, Swiss citizen
EducationStudies 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 national fund in the area of group law
Licensed to practice law, licensed notary (Lucerne and Zug)
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 (previously meyerlustenberger)
in Zurich and Zug, Head Practise Group commercial and financial market law,
various publications and lectures in commercial and financial market law
Chairman of the Board of Directors of I.P.S. Innovative Packing Solutions AG, CH-Baar, as
well as member of the Board of Directors of various medium-sized companies in Switzerland.
Member of the Board and Secretary of the Swiss Association of Investment Companies
(SAIC). No significant official functions or political offices.
Meyer Burger 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. Thereafter, the Executive Board decides on awarding
individual mandates without further consulting the Board of Directors.
→ Further details are available in Note 6.34.4 “Compensation to related parties” on page 151.
Rudolf Samuel Güdel
Non executive member of the Board of Directors, Swiss citizen
Education Studies in machinery construction at the Federal Institute of Technology (ETH)
Zurich, CH-Zurich
Master degree on thermal machines (Professor Traupel)
1970
Exchange semester in Korea and practical training in a South Korean power
plant
1972
Officer training in Swiss Army
1973–1979Efficiency engineer and Assistant to the Manager at the 135-MW-power plant of
Alusuisse aluminium plant in Northern Territory, Australia
Since 1979Owner and Delegate of the Board of Directors at Güdel Group Ltd (robotic and
automation) and Chief Executive Officer of Güdel Ltd, CH-Langenthal
Member of the Board of Directors of 3S Industries Ltd until the merger with Meyer Burger
Technology Ltd (in January 2010). Member of the Board of Directors of VDMA Sector
Robotics and Visions, DE-Frankfurt. Founding member of EUnited, BE-Bruxelles. Member of
the Advisory Board of University of Applied Science, CH-Berne (BUAS). No further Board of
Report FY 2012 Corporate Governance Financial Report Other Information
Directors memberships for important Swiss or foreign organisations. No significant official
functions or political offices.
The Company procures services from and performs services to Güdel Group. The Board of
Directors decides about the amount of cooperation with Güdel Group as part of the approval
of the annual budget. Thereafter, the Executive Board decides on awarding individual orders
without further consulting the Board of Directors.
→ Further details are available in Note 6.34.4 “Compensation to related parties” on page 151.
Peter Pauli
Executive member of the Board of Directors, Delegate of the Board of Directors and Chief
Executive Officer, Swiss citizen
→ For detailed information on Peter Pauli please refer to the section “Executive Board” on
page 70 of this Annual Report.
Dr Dietmar Roth
Non executive member of the Board of Directors, German citizen
EducationStudies in the faculty of Physics and Electronic Devices at today’s University of
Technology Chemnitz, DE-Chemnitz
Afterwards three years of research studies in the same institute and receipt of
doctor’s degree in 1974
1974–1990Scientific assistant with various tasks in thin film and surface technology research
University lecturer in engineering education at the University of Technology
Chemnitz, DE-Chemnitz
1990Habilitated
Founding member of Roth & Rau Oberflächentechnik GmbH, DE-HohensteinErnstthal
1990–2001Business Manager of Roth & Rau Oberflächentechnik GmbH
2001–2011Change of legal form of Roth & Rau Oberflächentechnik GmbH into Roth &
Rau AG in 2001
Chief Executive Officer of Roth & Rau AG
Since 2011
Member of the Board of Directors of Meyer Burger Technology Ltd and
independent consultant
Member of the Board of Trustees of the Fraunhofer Institute for Solar Energy Systems (ISE),
DE-Freiburg. Member of the Advisory Committee of the AiF Arbeitsgemeinschaft industrieller
Forschungsvereinigungen “Otto von Guericke” e.V. (German Federation of Industrial Research
Federations). Member of the Advisory Board of Deutsche Bank AG since 2010.
No further Board of Directors memberships for important Swiss or foreign organisations. No
significant official functions or political offices.
59
60
Meyer Burger Annual Report 2012 → Details regarding the takeover of Roth & Rau AG and related transactions with Dr Dietmar
Roth during fiscal year 2011 are available in the Annual Report 2011, Note 6.32.1 on page 145.
http://www.meyerburger.com/en/investor-relations/financial-reports/archive/. No significant
business relationship with the Company or one of its group companies in fiscal year 2012.
Heinz Roth
Non executive member of the Board of Directors, Swiss citizen
Education Business School, Swiss Certified Banker, Graduate of Swiss Banking School
1977–2002Various 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 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)
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 Walter Meier Ltd, CH-Schwerzenbach (Vice Chairman
of the Board of Directors and Chairman of Audit Committee). Member of the Board of
Directors of Banca Arner SA, CH-Lugano from 2009 until 2011. Member of the Board of
Directors of KORAS AG (Blaser Swisslube AG), CH-Hasle-Rüegsau. 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. No significant
official functions or political offices.
The Company procures services from Blaser Swisslube AG (100% subsidiary of KORAS AG).
The Board of Directors decides about the amount of cooperation with Blaser Swisslube AG
as part of the approval of the annual budget. Thereafter, the Executive Board decides on
awarding individual orders without further consulting the Board of Directors.
→ Further details are available in Note 6.34.4 “Compensation to related parties” on page 151.
Prof Dr Konrad Wegener
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, DEBraunschweig
1990–1999Schuler 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 engagement in laser technology
Report FY 2012 Corporate Governance Financial Report Other Information
1999–2003Technical CEO of Schuler Laser Technology, DE-Heusenstamm
Development and construction of large-scale welding installations 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 2003Professor for production technology and tool machinery at the Federal Institute
of Technology (ETH) Zurich, CH-Zurich
Head of the IWF (Institute for tool 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
Member of the Board of Directors of inspire Ltd, CH-Zurich
Member of the Board of Directors of 3S Industries Ltd until the merger with Meyer Burger
Technology Ltd (in January 2010). Member of the Board of the Swiss Association for Welding
Technology. No significant official functions or political offices.
No significant business relationship with the Company or one of its group companies.
Executive activities for the Company or one of its group companies
The non executive members of the Board of Directors, Dr Alexander Vogel, Rudolf Samuel
Güdel, 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 Head of Research & Development at Meyer Burger Ltd on an ad
interim basis from July 2007 until mid-December 2008. He 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. Since October
2011, he coordinates the Executive Board of Roth & Rau AG on an ad interim basis as CEO.
Mr. Wagner will gradually hand over the operating leadership responsibilities to the COO of
Roth & Rau Group during fiscal year 2013.
Dr Dietmar Roth is one of the founders of Roth & Rau AG and acted as its Business Manager
(1990-2001) and Chief Executive Officer from 2001 until early October 2011.
Peter Pauli is Chief Executive Officer of Meyer Burger Group since 2002.
61
62
Meyer Burger Annual Report 2012 3.1
Elections and terms of office
In accordance with the Articles of Association of the Company, the Board of Directors
consists of one or more members. The members of the Board of Directors are elected
individually for a term of office of three years 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 70th
birthday of the particular member of the Board of Directors.
At the General Meeting of Shareholders, held on 26 April 2012, Board members Peter M.
Wagner, Dr Alexander Vogel and Heinz Roth were re-elected in individual elections and for a
term of office of three years.
3.2 Internal organisation
The Board of Directors constitutes itself. It shall choose a Chairman, one or more Vice
Chairmen, the members of the Committees and a Secretary. The latter need not 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.
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 2012, the Board of Directors held ten Board meetings, of which five 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 between one and two hours. The CEO participated at eight
meetings and the CFO at ten meetings during fiscal year 2012. In addition, the CIO participated
at three meetings and the COO at two 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 for special decisions by the
Board of Directors in particular cases.
The Board of Directors had three permanent Committees throughout 2012: the Risk & Audit
Committee, the Nomination & Compensation Committee and the Mergers & Acquisitions
Committee. The Board of Directors also formed an Innovation Committee as a new and
permanent Committee (replaces the previous Technology Advisory Board). The duration of
the Committees’ meetings depends on the issues discussed.
In addition, the Board of Directors formed a Construction Committee in February 2010, which
accompanied the construction planning of the new headquarters of the Company and of
Meyer Burger Ltd. This Committee was dissolved in December 2012 as the construction
phase of the new headquarters had been completed. The duration of the meetings of the
Construction Committee depended on the issues discussed.
Report FY 2012 Corporate Governance Financial Report Other Information
3.2.1 Risk & Audit Committee
Committee members during fiscal year 2012: Heinz Roth (Chairman), Peter M. Wagner and
Dr Alexander Vogel.
The R&A Committee is responsible for the arrangement of accounting, the monitoring of the
assessment of risks within the Group and the internal control system IKS. The Committee is
also responsible for the inspection of the annual financial statements and of other financial
information, of insurances, business activities with regard to compliance, the services,
independence and fees of the auditors and their recommendations, as well as the services
and fees for consulting mandates.
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 2012, the R&A Committee held seven meetings, of which four were held as
telephone conferences. The meetings with physical attendance of the members lasted
between 4.5 to 5.25 hours. The telephone conferences depended on the issues discussed
and lasted between 0.5 and 1.5 hours. The CFO participated at all seven meetings, the CEO
at four meetings. The external auditors participated at two meetings. Ernst & Young as
internal auditors participated at two meetings. No other external advisors participated in any
of the meetings.
3.2.2 Nomination & Compensation Committee
Committee members during fiscal year 2012: Dr Alexander Vogel (Chairman), Rudolf Samuel
Güdel, and Peter M. Wagner.
The N&C Committee is in charge of the process for the selection of new members of the
Board of Directors and the application process for new members of the Board of Directors
and the Executive Board. In addition, the Committee proposes the compensation for the
members of the Board of Directors and the Committees of the Board of Directors, as well as
for the members of the Executive Board. Finally, the Committee is responsible for the
inspection, proposal and monitoring of the implementation of option and share participation
plans, as well as for the planning of successors at the highest level of management.
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.
63
64
Meyer Burger Annual Report 2012 In fiscal year 2012, the N&C Committee held thirteen meetings, of which two were held as
telephone conferences. Owing to the merger of legal entities and the need to fill certain
management positions in 2012, the N&C Committee interviewed candidates and evaluated
application documents for management levels within different subsidiaries (positions below
the Company’s Executive Board) during several of its meetings. The N&C meetings with
physical attendance of its members lasted between one and four hours. The telephone
conferences depended on the issues discussed and lasted between one and two hours. The
CEO participated at seven meetings, the CFO at two meetings. The Committee didn’t consult
regularly with external advisors.
3.2.3 Mergers & Acquisitions Committee
Committee members during fiscal year 2012: Peter M. Wagner (Chairman), Heinz Roth, Dr
Alexander Vogel, Rudolf Samuel Güdel (since December 2012).
The M&A Committee is responsible for the preliminary evaluation of material investments (notably
purchases of companies) and divestments. It is also responsible for the monitoring and, if
needed, the support of the Executive Board in terms of preparation, valuation and pricing, and
negotiations in conjunction with investments/divestments and important financial transactions. It
also decides 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 to the implementation of a corresponding investment/divestment). In
addition and whenever needed, the M&A Committee will support the Executive Board in the
implementation and integration of investment or restructuring projects.
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 2012, the M&A Committee held seven meetings, of which two were held as
telephone conferences. The meetings with physical attendance of its members lasted between
1.25 and 4 hours. The telephone conferences depended on the issues discussed and lasted
between 1 and 1.5 hours. The CEO participated at four meetings, the CFO at six meetings. The
Committee has selectively invited external advisors (Corporate Finance) to support them in
certain projects.
Report FY 2012 Corporate Governance Financial Report Other Information
3.2.4 Construction Committee
Committee members during fiscal year 2012: Rudolf Samuel Güdel (Chairman), Heinz Roth
and Dr Alexander Vogel.
The Committee was formed in February 2010 and supervised the construction planning of
the new headquarters of the Company and of Meyer Burger Ltd in Thun. The Committee
accompanied and supported the Project Steering Board of the Executive Board of Meyer
Burger Ltd. It supervised the operations of the project management team and controlled the
financing of the project.
In fiscal year 2012, the Construction Committee held one meeting that lasted for two hours.
No external advisors participated in that meeting. Messrs P. M. Wagner (Chairman of the
Board of Directors) and B. Gerber (COO) participated at the meeting. The Committee was
dissolved in December 2012, as the construction phase had been completed.
3.2.5 Innovation Committee
Committee members since December 2012: Dr Dietmar Roth (Chairman), Prof Dr Konrad
Wegener.
The Innovation Committee was formed as a permanent Committee in December 2012 and
replaces the previously existing Technology Advisory Board, which had been formed in
February 2010.
→ For a description of the previous Technology Advisory Board and its members please refer
to page 64 of the Annual Report 2011
http://www.meyerburger.com/en/investor-relations/financial-reports/archive/
The Innovation Committee prepares 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). It also prepares
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). The Committee makes
suggestions 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 2012, the Innovation Committee held no meetings yet, as this Committee was
only formed by the Board of Directors in December 2012. The previous Technology Advisory
Board held 2 meetings in 2012, which lasted one and two days, respectively.
65
66
Meyer Burger Annual Report 2012 3.2.6 Participation by the members of the Board of Directors at Board of Directors
and Committee meetings (and telephone conferences)
Member
Board of
Directors
R&A
Committee
N&C
Committee
M&A
Committee
Construction
Committee
P. M. Wagner
10
7
12
7
11
Dr A. Vogel
10
7
13
7
1
R. S. Güdel
9
1 2
13
3 3
1
P. Pauli
8
4 4
7 5
4 6
•
Dr D. Roth
9
•
•
•
•
H. Roth
10
7
1 7
7
1
Prof Dr K. Wegener
10
•
•
•
•
Total number of meetings
10
7
13
7
1
•Person is not a member of the committee
1
2
3
4
5
6
7
. M. Wagner participated at one meeting of the Construction Committee, but was not a member of the Committee
P
R . S. Güdel participated at one meeting of the R&A Committee, but was not a member of the Committee
R . S. Güdel is a member of the M&A Committee since December 2012, and previously participated at M&A
Committee meetings
P. Pauli participated at four meetings of the R&A Committee, but was not a member of the Committee
P. Pauli participated at seven meetings of the N&C Committee, but was not a member of the Committee
P. Pauli participated at four meetings of the M&A Committee, but was not a member of the Committee
H. Roth participated at one meeting of the N&E Committee, but was 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.
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 receivables; 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
Report FY 2012 Corporate Governance Financial Report Other Information
– Agreements to and allowance of letter of comforts and guarantees
– Credit limits, loans to third parties
– 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.
3.4 Information and control instruments vis-à-vis the Executive Board
The Board of Directors receives from the Executive Board a report on business development
and on the key figures for all group companies, every month 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 to liquidity, debt position, currency situation
and working capital
– Information on incoming orders, order backlog, situation of inventory, production data,
development of number of employees
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 during the meetings.
→ 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
62 ff.
67
68
Meyer Burger Annual Report 2012 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 3.3 on page 110.
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 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 companywide 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 2012, the Board of
Directors discussed the risk portfolio during two Board meetings. The external auditors also
audit as part of their annual audit the compliance of IKS regulations and report their
conclusions directly to the Risk & Audit Committee as well as to the Board of Directors.
Report FY 2012 Corporate Governance Financial Report Other Information
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 Ernst
& Young mandate was agreed with a term of three years and will be reassessed towards the
end of the mandate.
The Risk & Audit Committee monitors regularly the scope of internal audit and approves once
per year (usually in the 4th quarter) 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, management or investment 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.
The internal audit reports in writing about the audits it has carried out, the findings resulting
from the audits and gives, if necessary, 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 seven internal audits during fiscal year 2012 and issued detailed
reports on each of the audits. It also prepared one combined report about all audits that were
carried out in 2012. No irregularities or fundamental shortcomings were reported by the
internal auditors. The Risk & Audit Committee held two meetings with Ernst & Young in 2012.
69
70
Meyer Burger Annual Report 2012 4. Executive Board
Executive Board as of 31 December 2012
Name
Born
Position
Member
since
Peter Pauli
1960
Chief Executive Officer
2002
Michel Hirschi
1967
Chief Financial Officer
2006
Sylvère Leu
1952
Chief Innovation Officer
2010
Bernhard Gerber
1972
Chief Operating Officer
2011
Peter Pauli
Chief Executive Officer, Swiss citizen
EducationMechanical engineer
Graduate FH engineer in mechanical engineering, specialising in plant engineering
Postgraduate studies in industrial engineering specialising in business management
Advanced Management Program, INSEAD
1985–1990Assistant to the Executive Board and Head of IT at Transelastic AG, CH-Wallbach
(subsidiary of Siegling Group)
1990–1995Manager and member of the Executive Board at Transelastic AG, CH-Wallbach
1995–2000Appointment (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
2000–2002Appointment (2000) to Head of Sales & Marketing at Siegling GmbH in DEHanover, responsible for the European sales and service organisations
2002–2010Chief Executive Officer (CEO) and member of the Board of Directors of the
Company (until 14 January 2010) and of Meyer Burger Ltd
2008–2011
Member of the Swisscanto Advisory Board for Sustainability of Swisscanto
Fondsleitung AG
Since 2012 Member of the Board of Directors of Gurit Holding AG
Since 2011Chief Executive Officer (CEO) and member of the Board of Directors and of the
Executive Board of the Company
Peter Pauli is a member and Delegate of the Board of Directors of Meyer Burger Technology
Ltd. He is also a member of the Board of Directors and/or of the Executive Board of different
group companies of Meyer Burger Technology Ltd. Furthermore, he is a member of the
Board of Directors of Gurit Holding AG since April 2012. No further Board of Directors
memberships or consultancy activities for important Swiss or foreign organisations. No
significant official functions or political offices.
Report FY 2012 Corporate Governance Financial Report Other Information
Michel Hirschi
Chief Financial Officer, Swiss citizen
Education Business School (banking industry)
Training in programming and analysis
BSC Economics and Business Administration, College of Higher Education
Executive Master of Corporate Finance, College of Higher Education Central
Switzerland
1983–1993Analyst and Programmer at Valiant Bank in 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
Profit Centre Controller at Swatch Ltd, CH-Biel, for profit centres FlikFlak,
Swatch Telecom and Swatch Access
1999–2002Head of Controlling at Swisscom Group, CH-Berne, responsible for supervising
the business unit International Business Solutions, project participation and
Project Manager, inter alia for a project involving the development of a completely
new value flow model in SAP
2001–2003 Member of the Board of Directors of Comsol Ltd, CH-Berne
2002–2006
Chief Financial Officer, responsible for Finance, Administration and Human
Resources and member of the Executive Board at Infonet Schweiz AG, CHBerne (joint venture between Swisscom and Infonet USA)
2006–2010 Member of the Executive Board and CFO of Meyer Burger Ltd
Since 2005 Member of the Board of Directors at Zurmont Capital I AG, CH-Risch
Since 2006Member of the Board of Directors and member of the Audit Committee at
Zurmont Madison Management AG, CH-Zurich
Since 2009Member of the Board of Directors of CLS Corporate Language Services Holding
AG, CH-Basle and since 2010 also member of the Audit Committee
Since 2006 Chief Financial Officer and member of the Executive Board of the Company
Michel Hirschi is a member of the Board of Directors and/or of the Executive Board of different
group companies of Meyer Burger Technology Ltd. He is also a member of the Supervisory
Board of Roth & Rau AG. Aside from the Board mandates as mentioned above, he has no
further mandates for Board memberships or consulting activities for important Swiss or
foreign organisations. No significant official functions or political offices.
Sylvère Leu
Chief Innovation Officer, Swiss citizen
Education Engineer (dipl. El. Ing. ETH) Federal Institute of Technology (ETH) Zurich,
CH-Zurich
BSC in Economics and Business Administration at University St. Gall (lic. oec. HSG),
CH-St. Gall
1975–1978 BBC Baden, project planning for large power plants
1979–1986 Assistant of production management board and Head of controlling for
manufacturing plants at Hilti Ltd, LI-Schaan
University lecturer at University St. Gall (HSG)
71
72
Meyer Burger Annual Report 2012 1986–1988 Managing Director at Elmess (turnaround situation)
Development, manufacturing and sales of electronic measurement systems
Realignment of electromechanical instruments to electronic instruments (memobox)
1989–1997Member of the Executive Board at Fabrimex AG, CH-Schwerzenbach
Turnaround, Manager of four Business Units: Photovoltaic, Power supply, EMC
and Real time 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, CH-Küsnacht. MBO from
Fabrimex Ltd. Sold to Suntechnics HH in 2001 (Conergy Group)
2001–2005 Managing 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
Company
Member of the Board of Directors of Ciptec Ltd Consulting, CH-Schönenberg. No further
mandates for Board memberships or consulting activities for important Swiss or foreign
organisations. No significant official functions or political offices.
Bernhard Gerber
Chief Operating Officer, Swiss citizen
Education Mechanical engineer
Postgraduate studies in industrial engineering
Executive Master of Business Administration
1996–1998 Manager of CNC Zerspanungsanlage
Responsible for procurement and tools, project leader of plant expansion at
Bystronic Laser AG, CH-Niederönz
1999
Plant expansion strategy for Bystronic Inc., USA-New York
2000
Head of process engineering and logistics, Bystronic Laser AG, CH-Niederönz
2001–2002 Assistant to the COO Bystronic Laser AG, CH-Niederönz
2003Head of assembly, automation and handling at Bystronic Laser AG, CH-Nie­
derönz
2004–2005 Manager of Laser Machines China at AFM Machinery Ltd (Bystronic Group),
CN-Tianjin
2006–2007
Head of production and supply chain management at HTT Hauser Tripet
Tschudin AG, CH-Biel
73
Report FY 2012 Corporate Governance Financial Report Other Information
2007–2008 Head of production at Meyer Burger Ltd, CH-Thun
2009
Head of sales and marketing at Meyer Burger Ltd, CH-Thun
2010–2011 Chief Executive Officer at Meyer Burger Ltd, CH-Thun
Since 2011
Chief Operating Officer (COO) and member of the Executive Board of the
Company
No mandates for Board memberships or consulting activities for important Swiss or foreign
organisations. No significant official functions or political offices.
4.1
Changes in the Executive Board during fiscal year 2012
Dr Patrick Hofer-Noser was appointed as Head of Renewable Energy Systems within the
Meyer Burger Group as of 1 April 2012. He stepped down from the Executive Board as of
that date.
→ Information to the CV of Dr Patrick Hofer-Noser is available on pages 69 and 72 of the
Annual Report 2011.
http://www.meyerburger.com/en/investor-relations/financial-reports/archive/
4.2 Management contracts
There are no management contracts between Meyer Burger Technology Ltd or any of the
Group companies and third parties.
5. Compensation, shareholdings and loans
5.1 Contents and method in fiscal year 2012
Members of the Board of Directors – Compensation for Board responsibilities
The members of the Board of Directors receive compensation in the form of a Board of Directors
fee, which is usually proposed on an annual basis by the Nomination & Compensation Committee
and is decided upon by the entire Board of Directors using dutiful judgement. The total
compensation is based on the exposure and responsibilities of each individual member (Board
of Directors: Chairman, Vice Chairman, Member; Committees: Chairman, Member). The
compensation is usually paid in cash and in form of shares with a vesting period of two years and
an optional retention period of zero, three or five years, following the vesting period (in form of
options until and including fiscal year 2009). The compensation to the members of the Board of
Directors is not bound to specific targets of the Company.
For fiscal year 2012, the Board of Directors had set the cash compensation for its members (as
Board members and Committee members, respectively) at the beginning of 2012 as follows:
Chairman of the Board of Directors
CHF 150 000
Vice Chairman of the Board of Directors
CHF 58 000
Member of the Board of Directors
CHF 55 000
Chairman of Committee
CHF 23 000
Member of Committee
CHF 15 000
During the second half-year 2012, the Board of Directors decided – upon the proposal by the
Nomination & Compensation Committee and in view of the liquidity situation of the Company –
to compensate its members for the second half-year period (half of the cash honorariums) in
74
Meyer Burger Annual Report 2012 shares of the Company, instead of in cash. These shares were granted at CHF 7.20 on 14
December 2012 (reflecting the closing price of the shares on SIX Swiss Exchange on that date).
These shares are not bound to the forfeiting conditions (vesting) or to any retention period.
The shares with vesting and retention periods 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 in April 2012. The vesting period for these shares started in
April 2012.
→ The main details of the share participation programme are mentioned in section 2.8
Convertible bonds, options and share participation programme on page 54 ff. of this report.
The amounts of the cash honorariums that were set at the beginning of 2012 remained
unchanged compared to the previous year. Marginal differences in the total compensation of the
members of the Board of Directors exist compared to the previous year as a result of differences
in valuation of the granted shares (granted out of share participation programme) and due to
changes in the Committees and functions within the Committees.
Members of the Board of Directors – Compensation for executive and consulting
functions
Two members of the Board of Directors (Peter M. Wagner and Peter Pauli) were in executive
functions within the Meyer Burger Group during fiscal year 2012. The compensation for their
work depends on the individual executive activities.
Peter M. Wagner received for his ad interim activities as CEO of Roth & Rau AG for a working
pensum of 80% a fix salary of TEUR 176 gross and a variable performance-related component
(cash bonus) of TEUR 53 (2011: fix salary of TEUR 43 and cash bonus of TEUR 42 for time
period 4 October to 31 December 2011). The percentage of the variable performance-related
component (bonus in cash) in relation to the base salary was 30% (2011: 98%). The
compensation (fix salary and conditions for the variable component) are agreed upon in the
employment contract between Roth & Rau AG and Peter M. Wagner. The Board of Directors
of Roth & Rau AG decides once per year – in agreement with the Nomination & Compensation
Committee – the relevant targets that shall be used for the variable compensation component
for P. M. Wagner. The criteria that determine the amount of bonus are financial targets of
Roth & Rau Group and of the legal entity Roth & Rau AG, and individual “non-financial”
targets. Net sales and EBITDA compared to budget were used during fiscal year 2012 for the
assessment of the financial targets. The weightings in fiscal year 2012 were 30% on financial
targets of Roth & Rau Group, 20% on financial targets of Roth & Rau AG, 50% non-financial
targets.
In 2011, Mr Wagner also acted temporarily as COO of subsidiary AMB Apparate +
Maschinenbau GmbH and had consulting activities for Meyer Burger Technology Ltd and
Somont GmbH. For these services, he received a mandate fee of TCHF 139 in cash during
2011. During fiscal year 2012, there were no additional consulting or operating activities
except for the responsibilities at Roth & Rau AG as mentioned above.
Report FY 2012 Corporate Governance Financial Report Other Information
The change in the total compensation for executive work compared to the previous year is
explained by the different length of time and the different executive responsibilities that Peter
M. Wagner held.
→ Further information in Note 6.34 on page 149 Compensation to members of the Board of
Directors in the financial statements of this Annual Report.
→ For the compensation of Peter Pauli as Chief Executive Officer and Delegate of the Board
of Directors please refer to the information below as well as to Note 6.34.3 on page 150 in
the financial statements.
Members of the Executive Board
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.
The compensation for the members of the Executive Board includes the following:
– Base salary
– Variable, performance-related component (cash bonus)
– Share based compensation
– Compensation in kind and social benefits
– Base salary
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.
– Variable, performance-related component
A target bonus is defined for each member of the Executive Board. This target bonus forms
the basis for the calculation of the effective cash bonus. The bonus is usually paid in cash.
The criteria that determine the amount of bonus for each member of the Executive Board are
financial targets of the Group and individual “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.
75
76
Meyer Burger Annual Report 2012 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 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”)
For the assessment of the Budget comparison, Net sales and EBITDA were weighted with
50% each. No bonus will be applicable, if the achieved rate is below 60% of the budgeted
amounts.
For the assessment of the Peer-Group comparison (applied for the first time in 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 150%. At 20% (or below) of outperformed peers, the bonus
proportion is 0%, at 60% of outperformed peers it is 100% and at 80% (or above) of
outperformed peers it is 150%.
The following companies were used in the Peer-Group1:
Applied Materials (Segment Energy & Environmental Solutions), Centrotherm Photovoltaics
AG, GT Solar International, Komax Holding (Segment Solar), Manz Automation (Segment
Solar), NPC Incorporated, PVA Tepla (Segment Solar Systems), Singulus Technologies
(Segment Solar), Spire (Segment Solar), Renesola Limited, San Chih Semiconductor
Company Limited, SMA Solar Technology (Segment High & Medium Power Solutions),
Solaria Energia Y Medio, Solarworld (Segment Production Germany), Wacker Chemie
(Segment Polysilicon), Wafer Works Corp.
1 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.
The degree of targets reached with regards to “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.
Report FY 2012 Corporate Governance Financial Report Other Information
In fiscal year 2012, the proportion between financial and non-financial targets was determined
for each member of the Executive Board as follows:
– CEO 80% financial and 20% non-financial targets (2011: 70% financial and 30% nonfinancial targets)
– CFO 70% financial and 30% non-financial targets (unchanged compared to fiscal year
2011)
– CIO 50% financial and 50% non-financial targets (unchanged compared to fiscal year
2011)
– COO 50% financial and 50% non-financial targets (target weightings in fiscal year 2011 for
the COO, who is a member of the Executive Board of the Company since April 2011, were
still in accordance with his previous assignment as CEO of Meyer Burger Ltd. These target
weightings were 30% financial targets of the Company, 40% financial targets of Meyer
Burger Ltd and 30% individual non-financial targets)
– CTO (only relevant for the first quarter of 2012, as he stepped down from the Executive
Board as of 1 April 2012) 50% financial and 50% non-financial targets (unchanged
compared to fiscal year 2011)
For fiscal year 2012, the allotment of the performance-related component (bonus in cash) as
a percentage of the base salary was 44% for the CEO (2011: 85%) and between 38% to 55%
for the other members of the Executive Board (2011: between 45% to 79%).
– Share based compensation
The Board of Directors can issue shares to the members of the Executive Board as well as to
other members of the management team, depending on management level and individual
function, for the purpose of retaining key contributors and to reward their achievements. The
amount of shares allocated during fiscal year 2012 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.
– 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.
The amounts of the base salaries, the performance-related components (amount of target
bonus and relevant targets) as well as a potential 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 changes in the total amount of compensation for the members of the Executive Board
(please refer to page 150 in the financial statements of this Annual Report) are mainly due to
differences in the achievements of targets by each individual, differences in the allocation and
valuation of shares out of the share participation programme, a change in the regulations for
77
78
Meyer Burger Annual Report 2012 travel and entertainment expenses (less possibilities to bill for such expenses, but slightly
higher fixed allowance) and the changes in the Executive Board.
5.2 Benefits, contractual terms on leaving the Company
Neither the members of the Board of Directors nor the members of the Executive Board have
any contracts with specific severance payments or contracts with particularly long termination
terms (contracts with the members of the Executive Board have termination terms of six and
twelve months, respectively).
Shares allocated out of the share participation programme usually forfeit
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 relationship 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, or deselection (assuming that this is on justified reasons attributable to the member of the Board
of Directors in question) by a Meeting of Shareholders prior to expiration of the vesting
period (2 years), 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.
In the event that shares 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.
→ For information on the share participation programme (in place since fiscal year 2010)
please refer to page 55.
Remaining outstanding options (from the option plan that was in place until the end of fiscal year
2009) can only be exercised during the remaining exercise period and only if the employment or
membership of the Board of Directors still exists.
→ For information on the options plan (until end of fiscal year 2009) please refer to page 54.
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 or the
options plan, in the event that they leave the Company.
Report FY 2012 Corporate Governance Financial Report Other Information
5.3 Compensation, shareholdings and loans
Details to the compensation, shareholdings and loans to acting and former members of the
Board of Directors and of the Executive Board are reported in detail within the financial
statements of this Annual Report on pages 149 to 154.
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 54 of this Annual Report. A cancellation, liberalisation or intensification of the limitations
on nominee registration stipulated in the Articles of Association must be approved by at least
two thirds of the votes represented and the absolute majority of the nominal value of shares
represented at the Meeting of Shareholders.
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 (OR).
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.
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.
79
80
Meyer Burger Annual Report 2012 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.
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
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 331⁄3% of voting rights of Meyer Burger
Technology Ltd, the vesting periods and/or retention periods for employee shares and/or options
set by the Board of Directors shall be accelerated so that any unvested share or option 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. 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 change of the responsible PwC subsidiary from Thun to Berne during
fiscal year 2012 was due to formal reasons. There was no change of the responsible auditors.
The lead auditor, Hanspeter Gerber, has been responsible for the audit mandate since
September 2006. The auditors have to be elected each year by the General Meeting of
Shareholders.
The Board of Directors will propose re-election of PricewaterhouseCoopers AG for fiscal year
2013 at the General Meeting of Shareholders, to be held on 25 April 2013. Rolf Johner is
planned to be the lead auditor as of fiscal year 2013 (rotation interval for the lead auditor
every seven years).
8.2 Auditing fees
The auditing fees of PricewaterhouseCoopers, 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 (still separately listed), amount to a total of approximately
TCHF 1,202 for fiscal year 2012.
81
Report FY 2012 Corporate Governance Financial Report Other Information
8.3 Additional fees
Additional fees of Pricewaterhouse Coopers for further services during fiscal year 2012:
Tax consulting
TCHF 19
Other
TCHF 23
Total
TCHF 42
8.4 Supervisory and control instruments vis-à-vis the auditors
The Risk & Audit Committee examines once per year the auditing concept, the auditing plan
and the fee structure, as well as the auditors independence from the Company.
The external auditors perform at least once per year 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 2012, 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 two meetings of the Risk & Audit Committee. Representatives of the internal audit of Meyer
Burger Technology Ltd (Ernst & Young, Zurich) participated at one of these meetings, and at
one other meeting of the Risk & Audit Committee.
The Board of Directors verifies once per year 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
IFRS, global network of the auditors, understanding of the specific business risks of the
Company, focus of the audit within the audit program, 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. Any non-audit mandates exceeding this amount must be approved
by the Risk & Audit Committee prior to the assignment. The auditing fee for the annual audit
mandate is finally approved by the entire Board of Directors.
82
Meyer Burger Annual Report 2012 During 2012 as well as in the previous year, the Company has especially assigned tax
consultancy services to two internationally active consultancy and audit groups. For fiscal
year 2012, 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.
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
either a physical conference or 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.
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/admission_en.html
(Admission).
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/investor-relations/ad-hoc-commercial-news/
The contact form to subscribe for direct receipt of the ad hoc press releases is available
under
http://www.meyerburger.com/en/investor-relations/news-service/
Information to 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 (in German language only) are available under
http://www.meyerburger.com/en/investor-relations/articles-of-incorporation/
→ For details regarding the investor relations contacts, as well as an agenda of important
dates for fiscal year 2013 please refer to page 171 of this Annual Report.
Report FY 2012 Corporate Governance Financial Report Other Information
Table of Contents
Financial Report
84 Consolidated balance sheet
85 Consolidated income statement
86 Other comprehensive income
87 Consolidated cash flow statement
88 Consolidated statement of changes in equity
90 Notes to the consolidated financial statements
156 Report of the auditor
158 Balance sheet Meyer Burger Technology Ltd
159 Income statement
160 Notes to the financial statements
167 Proposal by the Board of Directors for the allocation of retained earnings
168 Report of the auditor
Other information
170 Five-year summary
171 Information for investors and the media
172 Address details
83
84
Meyer Burger Annual Report 2012 Consolidated Financial Statements
Consolidated balance sheet
in TCHF
Assets
Current assets
Cash and cash equivalents
Trade receivables
Net assets from construction contracts
Other receivables
Receiviables for current income taxes
Financial assets
Inventories
Non-current assets held for sales
Total current assets
Long-term assets
Other receivables
Financial assets
Investments in associated companies
Investment properties
Property, plant and equipment
Intangible assets
Deferred tax assets
Total long-term assets
Total assets
Liabilities and equity
Liabilities
Current liabilities
Financial liabilities
Trade payables
Net liabilities from construction contracts
Customer prepayments
Other liabilities
Provisions
Current income tax liabilities
Total current liabilities
Non-current liabilities
Financial liabilities
Provisions
Defined benefit obligation
Deferred tax liabilities
Other liabilities
Total non-current liabilities
Total liabilities
Equity
Share capital
Capital reserves
Treasury shares
Reserve for share-based payments
Retained earnings
Other reserves
Total equity excl. non-controlling interests
Non-controlling interests
Total equity incl. non-controlling interests
Total liabilities and equity
The Notes starting on page 90 are an integral part of the consolidated financial statements.
Notes
31.12.2012
31.12.2011
6.x
1
2
3
2
18
4/5/6/7
8
9
2
4/5/6/7
10
11
12
13
18
14
3
16
15
14
15
17
18
16
19
20
134 504
36 637
841
36 489
7 659
82
173 733
683
390 628
672
153
181
596
163 165
468 958
76 445
710 170
1 100 797
839
31 404
8 883
61 963
44 506
73 272
21 147
242 015
132 975
21 790
4 758
68 977
2 225
230 725
472 740
2 407
512 156
−7 384
10 642
124 184
−26 652
615 352
12 705
628 057
1 100 797
35.5%
260 180
79 208
12 660
71 099
2 999
3 787
212 005
−
641 938
46.6%
3 297
183
177
628
132 824
540 195
58 110
64.5%
735 414 53.4%
100.0% 1 377 352 100.0%
22.0%
1 608
65 555
1 435
229 367
71 021
93 818
24 095
486 898
35.3%
20.9%
42.9%
8 257
23 991
3 825
89 777
2 070
127 920
614 817
9.3%
44.6%
2 386
509 052
–2 090
11 215
236 809
–19 652
55.9%
737 719 53.4%
24 816
57.1% 762 534 55.4%
100.0% 1 377 352 100.0%
85
Report FY 2012 Corporate Governance Financial Report Other Information
Consolidated income statement
in TCHF
Notes
1.1.–31.12.2012
1.1.–31.12.2011
6.x
Net sales
21
645 242
Other income
22
20 370
20 254
Income
100.0%
1 315 039
665 612
1 335 293
Costs of products and services thirds
–158 228
–721 290
Changes in inventories of finished products and work in process
–241 319
–28 055
Capitalised services
19 267
Operating income after costs of products and services
285 331
Personnel expenses
23
–214 662
Other operating expenses
24
–103 839
Earnings before interests, taxes, depreciation and amortisation (EBITDA)
Depreciation and amortisation
–33 170
12/13
Earnings before interest and taxes (EBIT)
22 078
44.2%
608 026
–134 920
–5.1%
278 367
–21.0%
116 686
25
979
Financial expenses
25
–10 204
–25 467
Result from investments in associated companies
10
6
–25 298
Income taxes
–144 594
26
Net result
–22.4%
70 009
Shareholders of Meyer Burger Technology Ltd
–18.0%
35 825
–111 106
40 823
–4 798
–4 998
Earnings per share in CHF
Basic earnings per share
28
–2.33
0.87
Diluted earnings per share
28
–2.33
0.86
The Notes starting on page 90 are an integral part of the consolidated financial statements.
5.3%
–34 184
Attributable to
Non-controlling interests
8.9%
4 087
28 691
–115 904
21.2%
–161 681
Financial income
Earnings before taxes (EBT)
46.2%
–194 739
–102 204
–135 375
100.0%
2.7%
86
Meyer Burger Annual Report 2012 Other comprehensive income
in TCHF
Net result
1.1.–31.12.2012
1.1.–31.12.2011
–115 904
35 825
Other comprehensive income
Currency translation differences
–9 297
7 836
Total other comprehensive income
–9 297
7 836
–125 201
43 661
–118 106
44 126
–7 095
–465
Total comprehensive income
Attributable to
Shareholders of Meyer Burger Technology Ltd
Non-controlling interests
The Notes starting on page 90 are an integral part of the consolidated financial statements.
87
Report FY 2012 Corporate Governance Financial Report Other Information
Consolidated cash flow statement
in TCHF
Notes
1.1.–31.12.2012
1.1.–31.12.2011
−115 904
−6
102 204
−51
−19 379
4 431
−20 142
−32
−2 200
1 091
−49 986
35 825
25 298
161 681
−2 706
−5 238
1 468
−2 813
5
19 717
−770
232 467
42 092
11 689
37 217
29 737
2 343
−20 243
−670
−33 910
−166 670
−21 591
1 978
−168 013
−11 393
15 226
3 010
−7 985
7 651
35 048
76
−46 324
−34 863
12 312
13 534
218 758
7
−59 399
1 935
−10 403
−
−137
−67 997
21
−62 671
6 180
−2 372
−261 253
−
−320 096
2 415
−11 193
−11 176
6 798
−241
129 091
−4 112
111 583
8 285
−161
−26 664
−
−1 229
15
−18 266
−38 020
–124 428
–139 358
260 180
−1 248
134 504
393 543
5 995
260 180
−1 115
1 574
−17 492
1 515
−3 805
4 115
−32 220
10
6.x
Net result
Earnings from investments in associated companies
Depreciation, amortisation and impairments
Gain / loss from sale of property, plant, equipment and intangible assets
Decrease (+) / increase (−) in deferred tax assets
Decrease (+) / increase (−) in other (long-term) assets
Increase (+) / decrease (−) in deferred tax liabilities
Increase (+) / decrease (−) in (long-term) financial liabilities
Increase (+) / decrease (−) in (long-term) provisions
Increase (+) / decrease (−) in other (long-term) liabilities
Cash flow from operating activities before changes in networking capital
Decrease (+) / increase (−) in trade receivables
Decrease (+) / increase (−) in net assets from construction contracts
Decrease (+) / increase (−) in inventories
Decrease (+) / increase (−) in other receivables
Decrease (+) / increase (−) in (short-term) assets
Increase (+) / decrease (−) in (short-term) in provisions
Increase (+) / decrease (−) in (short-term) financial liabilities
Increase (+) / decrease (−) in (short-term) trade payables
Increase (+) / decrease (−) in customer prepayments
Increase (+) / decrease (−) in other (short-term) liabilities
Other non-cash related changes
Cash flow from operating activities (operative cash flow)
Sale of Financial Assets (Available-for-sale and Loans)
Investments in property, plant and equipment
Sale of property, plant and equipment
Investments in intangible assets
Purchase of shares of Roth & Rau AG until 9. 8. 2011
Sale of fully consolidated companies net of cash
Cash flow from investing activities
Capital increases (incl. premium)
Purchase of treasury shares
Purchase of shares of Roth & Rau AG
Sale of treasury shares
Repayment of (current) financial liabilities
Issuance of (non-current) financial liabilities
Repayment of (non-current) financial liabilities
Cash flow from financing activities
10
12/13
22/24
18
18
14
15
2
3
8
2
9
15
14
4
12
12
13
14
14
14
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
1
1
Additional information cash flow statement
Interest paid
Interest received
Income tax paid
Tax reimbursement received
Cash flows from income taxes and interest are now shown as additional information on the cash flow statement. The 2011
cash flow statement has been adjusted accordingly in line with the new structure. The Notes starting on page 90 are an
integral part of the consolidated financial statements.
88
Meyer Burger Annual Report 2012 Consolidated statement of changes in equity
Attributable to shareholders of
Meyer Burger Technology Ltd
in TCHF
Notes
Share capital
Capital reserves
2 279
448 521
6.x
Equity per 1.1.2011
Net result
–
–
Other comprehensive income
–
–
Comprehensive income
–
–
Capital increases
19
53
10 095
Capital increase as of 10.4.2011 and exchange of shares
19
42
34 364
Capital increase as of 20.4.2011 and exchange of shares
19
12
10 377
–
–8 155
Purchase of Roth & Rau shares after change in control
Purchase of treasury shares
–
–
Sale of treasury shares
–
–
Share-based payments
20
Non-controlling interests as per acquisition
Reclassification
Total of other changes in equity
Equity as of 31.12.2011
–
–
–
–
–
13 850
107
60 531
2 386
509 052
Net result
–
–
Other comprehensive income
–
–
Comprehensive income
−
−
Capital increases
19
Purchase of Roth & Rau shares after change in control
21
2 393
–
−1 766
Purchase of treasury shares
–
–
Sale of treasury shares
–
−3 776
Share-based payments
Reclassification
Total of other changes in equity
Equity as of 31.12.2012
The Notes starting on page 90 are an integral part of the consolidated financial statements.
20
–
–
–
6 252
21
3 104
2 407
512 156
89
Report FY 2012 Corporate Governance Financial Report Other Information
Attributable to shareholders of
Meyer Burger Technology Ltd
Treasury shares
Reserve for
share-based
payments
–574
–
Retained earnings
Currency translation
differences
Total equity excl.
non-controlling
interests
19 665
195 986
–22 955
–
40 823
–
–
–
–
–
–
–
–
Non-controlling
interests
Total equity incl.
non-controlling
interests
642 923
4
642 927
40 823
–4 998
35 825
3 302
3 302
4 534
7 836
40 823
3 302
44 126
–465
43 661
–
–
–
10 148
–
10 148
–
–
–
34 406
–
34 406
–
–
–
–
10 389
–
10 389
–
–
–
–
–8 155
–18 504
–26 659
–1 604
–
–
–
–1 604
–
–1 604
87
–
–
–
87
–
87
–
5 399
–
–
5 399
–
5 399
–
–
–
–
–
43 780
43 780
–
–13 850
–
–
–
–
–
–1 517
–8 451
–
–
50 670
25 276
75 946
–2 090
11 215
236 809
–19 652
737 719
24 816
762 534
−
−
−111 106
−
−111 106
−4 798
−115 904
−
−
−
−7 000
−7 000
−2 297
−9 297
−
−
−111 106
−7 000
−118 106
−7 095
−125 201
–
–
–
–
2 414
–
2 414
−
−
−1 519
−
−3 285
−5 016
−8 301
−12 688
−12 688
−
−
−
−12 688
−
7 394
−
−
−
3 618
−
3 618
−
5 680
−
−
5 680
−
5 680
−
6 252
−
−
−
−
−
−5 294
−573
−1 519
−
−4 260
−5 016
−9 276
−7 384
10 642
124 184
−26 652
615 352
12 705
628 057
90
Meyer Burger Annual Report 2012 Notes to the consolidated financial statements
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 5 March 2013. They will be submitted for
approval at the Annual General Meeting to be held on 25 April 2013.
The Group currency (reporting currency) is the Swiss Franc (CHF). The consolidated statements
are shown in thousands of Swiss Francs.
Meyer Burger Group is a leading, globally active technology group specialising in innovative
systems and processes based on semiconductor technologies. Its main focus lies in
photovoltaics (solar industry). At the same time, the company deploys its expertise and
technologies in areas within the semiconductor and optoelectronics industries, as well as in
other selected high-end markets for semiconductor materials. With precision products and
innovative technologies, the company has established itself over the last ten years as a
leading player in the photovoltaics market and as an international premium brand. The range
of systems, production facilities and services along the value chain in photovoltaics
encompasses wafers, solar cells, solar modules and solar systems. By focusing on the entire
value chain, the Group creates clear added value for customers and enjoys a real competitive
edge. The Group’s comprehensive product portfolio is complemented by a worldwide service
network with replacement parts and expendables, consumables, re-grooving services,
process know-how, maintenance and customer service, training and other services. As a
globally active company, Meyer Burger is represented in key markets in Europe, Asia and
North America and is also working intensively to develop new markets such as India, South
America, Africa and the Arab region.
2
Significant accounting and valuation policies
The significant accounting and valuation policies employed in the preparation of these
consolidated financial statements are described below. The described policies have been
applied consistently to all of the reporting periods presented unless specifically stated to
the contrary.
Report FY 2012 Corporate Governance Financial Report Other Information
2.1
Basis of accounting policies
The consolidated financial statements of Meyer Burger Group have been prepared in
accordance with International Financial Reporting Standards (IFRS). All applicable standards
of the IASB (International Accounting Standards Board) and all valid interpretations of the
IFRS Interpretations Committee that had entered into force by the reporting date have been
taken into account.
The consolidated financial statements have been prepared on a historical cost basis, with the
exception of available-for-sale financial instruments, which are stated at fair value, and
financial assets and financial liabilities including derivative financial instruments, which are
shown at fair value through profit and loss.
The preparation of the consolidated financial statements in conformity with IFRS requires that
management make judgements, estimates and assumptions that could affect the reported
amounts of assets and liabilities, income and expenses, as well as the disclosure of contingent
liabilities and contingent claims during the reporting period. While these estimates are based
on management’s best knowledge of current circumstances and possible future measures,
actual results may ultimately differ from these estimates.
These consolidated financial statements are published in German and English. The German
original version is the binding version.
2.2
Changes to accounting policies
2.2.1New and amended standards and interpretations that have entered into force
for fiscal years beginning on or after 1 January 2012 and which do not apply
to Meyer Burger Group:
– IAS 12 “Income Taxes” was amended to the effect that the measurement of deferred tax
relating to investment properties measured at fair value will depend on the tax impact of
their sale. This amendment has no impact on Meyer Burger’s consolidated accounts as
the investment property held is measured at cost less cumulative depreciation and less
any impairment.
–The amended IFRS 7 “Financial Instruments: Disclosures” requires new, additional
disclosures about the transfer of financial assets and all associated financial obligations for
companies transferring financial assets to third parties (e.g. factoring, securitisation, etc.).
The amendment is not relevant to Meyer Burger Group as it does not transfer financial
assets to third parties.
91
92
Meyer Burger Annual Report 2012 2.2.2New and amended standards and interpretations that have not yet entered
into force for fiscal years beginning on or after 1 January 2012 and that have
not been applied earlier than required:
Standard/Interpretation
Impact
level
Effective Date
Plannned implementation
by Meyer Burger Group
1 January 2013
Fiscal Year 2013
1 July 2012
Fiscal Year 2013
1 January 2014
Fiscal Year 2014
1 January 2013
Fiscal Year 2013
IAS 19rev. – Employee Benefits
Relates particulary to the recognition of actuarial gains
and losses in other comprehensive income (elimination
of the corridor method) and the determination of annual
cost due to an “Net Interest Calculation”
1
IAS 1 – Presentation of other comprehensive income
*
IAS 32 – Financial Instruments – Presentation
Netting of financial assets and financial libilities
*
IFRS 7 – Financial Instruments –Disclosures
Netting of financial assets and financial libilities
*
IFRS 9 – Financial Instruments
Classification and Valuation of financial assets.
IFRS 9 will replace IAS 39 “Financial Instruments:
Recognition and Measurement”
*
1 January 2015
Fiscal Year 2015
IFRS 10 – Consolidated financial statements
*
1 January 2013
Fiscal Year 2013
IFRS 11 – Joint arrangements
*
1 January 2013
Fiscal Year 2013
IFRS 12 – Disclosure of interests in other entities
*
1 January 2013
Fiscal Year 2013
IFRS 13 – Fair value measurement
Harmonisation of all existing fair value principles in one
consistent standard
*
1 January 2013
Fiscal Year 2013
IAS 27rev. – Separate financial statements
*
1 January 2013
Fiscal Year 2013
IAS 28rev. – Investments in associates and
joint ventures
*
1 January 2013
Fiscal Year 2013
IFRIC 20 – Stripping cost in the production phase
of a surface mine
*
1 January 2013
Fiscal Year 2013
For the year end 2012, Meyer Burger shows approx. CHF 15 Mio. “not recognised acturial losses”. Due to
the changes in IAS 19, they will be recognised in other comprehensive income on 1 January 2013. For pension
expenses, Meyer Burger expects no significant impact due to the change of IAS 19.
*Meyer Burger expects no or no significant impact on the consolidated financial statements.
1
2.3
Principles of consolidation
Group companies are all companies in which Meyer Burger Technology Ltd either directly or
indirectly holds more than 50% 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 deconsolidated 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 consolidated balance sheet and income statement. All intragroup
transactions, balances, and unrealised profits and losses resulting from intragroup transactions
are eliminated.
93
Report FY 2012 Corporate Governance Financial Report Other Information
2.4
Scope of consolidation
Consolidated companies (active)
Participation 1
Company
Registered office
Currency
Nominal
Value
AIS Automation GmbH
Dresden, Germany
EUR
51 000
92.54%
89.17%
AMB Apparate + Maschinenbau GmbH
Langweid, Germany
EUR
30 000
100%
100%
Diamond Material Technology, Inc.
Colorado Springs, USA
USD
100
100%
100%
Hennecke Systems GmbH
Zuelpich, Germany
EUR
25 000
100%
100%
MB Services Co. Ltd
Taipei, Taiwan
TWD
5 000 000
100%
100%
MB Services Pte. Ltd
Singapore, Singapore
SGD
1
100%
100%
MB Systems Co. Ltd
Seoul, Korea
KRW 50 000 000
100%
100%
MB Systems PVT, Ltd
Pune, India
MBT Systems GmbH
31.12.2012 31.12.2011
INR
1 000 000
99%
85%
Langenfeld, Germany
EUR
25 000
100%
100%
MBT Systems Ltd
Tucson, USA
USD
1
100%
100%
Meyer Burger Ltd
Thun, Switzerland
CHF
500 000
100%
100%
Meyer Burger GmbH
Langenfeld, Germany
EUR
25 000
100%
100%
Meyer Burger Kabushiki Kaisha
Tokyo, Japan
JPY 10 000 000
100%
100%
Meyer Burger Trading (Shanghai) Co. Ltd
Shanghai, China
CNY
100%
100%
Meyer Burger Services GmbH
Hohenossig, Germany
1 655 400
EUR
25 000
100%
100%
Meyer Burger Systems (Shanghai) Co. Ltd Shanghai, China
CNY
6 816 060
100%
100%
Meyer Burger Technology Ltd
Thun, Switzerland
CHF
2 407 151
100%
100%
MicroSystems GmbH 2
Hohenstein-Ernstthal,
Germany
EUR
500 000
92.54%
89.17%
Muegge GmbH 3
Reichelsheim, Germany
EUR
400 000
92.54%
89.17%
Pasan SA
Neuchâtel, Switzerland
CHF
102 000
100%
100%
Roth & Rau – Ortner GmbH
Dresden, Germany
EUR
305 000
92.54%
89.17%
Roth & Rau – Ortner Malaysia Sdn. Bhd.
Cyberjaya, Malaysia
MYR
100 000
100%
89.17%
Roth & Rau – Ortner USA
Salt Lake City, USA
USD
50 000
92.54%
89.17%
Roth & Rau AG
Hohenstein-Ernstthal,
Germany
EUR 16 207 045
92.54%
89.17%
Roth & Rau Solar B.V. 4
Eindhoven, Netherlands
EUR
18 200
92.54%
89.17%
Roth & Rau Research AG 5
Neuchâtel, Switzerland
CHF
100 000
92.54%
89.17%
Roth & Rau USA Inc.
San José, USA
USD
100
92.54%
89.17%
Solar Holding Inc. (Delaware)
Delaware, USA
USD
100
92.54%
89.17%
Somont GmbH
Umkirch, Germany
EUR
25 000
100%
100%
The share of equity corresponds to the share of voting rights.
2
Roth & Rau MicroSystems GmbH has been renamed to MicroSystems GmbH in the course of 2012.
3
Roth & Rau Muegge GmbH has been renamend to Muegge GmbH in the course of 2012.
4
OTB Solar B.V. has been renamed to Roth & Rau B.V. in the course of 2012.
5
Roth & Rau Switzerland AG has been renamed to Roth & Rau Research AG in the course of 2012.
1
94
Meyer Burger Annual Report 2012 Merged and liquidated companies in 2012
Participation 1
Company
Registered office
Currency
Nominal
Value
3S Swiss Solar Systems AG 2
Meyer Burger Automation GmbH 3
NedX Solar (Shanghai) Trading Co. Ltd 4
Lyss, Switzerland
CHF
3 000 000
0%
Langenfeld, Germany
EUR
25 000
0%
100%
Shanghai, China
CNY
127 033
0%
89.17%
EUR
35 790
0%
89.17%
EUR
25 000
0%
89.17%
R3T Rapid Reactive Radicals Tech. GmbH 5 Munich, Germany
Roth & Rau Dünnschicht Solar GmbH 6
Hohenstein-Ernstthal,
Germany
31.12.2012 31.12.2011
100%
The share of equity corresponds to the share of voting rights.
3S Swiss Solar Systems AG has been merged with Meyer Burger Ltd in the course of 2012.
Meyer Burger Automation GmbH has been merged with Hennecke Systems GmbH in the course of 2012.
Operations of NedX Solar Trading Ltd have been transferred to Meyer Burger Trading (Shanghai) Co. Ltd,
subsequently the company has been liquidated in the course of 2012.
R3T Rapid Reactive Radicals Tech. GmbH has been merged with Mügge GmbH in the course of 2012.
Roth & Rau Dünnschicht Solar GmbH has been merged with Roth & Rau AG in the course of 2012.
1
2
3
4
5
6
Sold companies2 in 2012
Participation 1
Company
Registered office
Currency
Nominal
Value
31.12.2012 31.12.2011
Precision Tooling & Solar Tech. Co. Ltd
Shenzhen, China
CNY 47 272 680
0%
89.17%
Romaric Automation Desing, Inc.
Salt Lake City, USA
USD
8 570
0%
89.17%
Roth & Rau CTF Solar GmbH
Hohenstein-Ernstthal,
Gemrany
EUR
27 450
0%
89.17%
Roth & Rau Hongkong Ltd
Hongkong, Hongkong
HKD
10
0%
89.17%
The share of equity corresponds to the share of voting rights.
T he above companies were sold to third parties during fiscal year 2012, as part of the integration process of the Roth
& Rau companies and the focusing on core competencies. As a result of the sale of these companies, assets in
the amount of CHF 6.4 million and liabilities of CHF 10.7 million were booked out, incl. released translation differences.
Due to the excess indebtedness of these companies, there were no proceeds from the sale of the companies. A net
book profit of CHF 4.3 million was recorded from the sale of these companies and is reflected in the income statement
in other income and in other operating expenses.
1
2
Discontinued companies2 in 2012
Participation 1
Company
Registered office
Currency
Nominal
Value
MB Services AS
Meyer Burger S.L.
Porsgrunn, Norway
NOK
100 000
100%
100%
Barcelona, Spain
EUR
3 010
100%
100%
Roth & Rau Australia Pty. Ltd
Sydney, Australia
AUD
100 000
92.54%
89.17%
Roth & Rau India Pvt. Ltd.
Mumbay, India
INR
926 200
92.54%
89.17%
Roth & Rau Korea Co. Ltd.
Seoul, Korea
KRW 50 000 000
92.54%
89.17%
Roth & Rau Shanghai Trading Ltd
Shanghai, China
EUR
500 000
92.54%
89.17%
Roth & Rau Singapore Pte. Ltd
Singapore, Singapore
EUR
5 315
92.54%
89.17%
Tecnifinico Italy S.r.l. i.L. 3
Monza, Italy
EUR
100 000
92.54%
89.17%
1
2
3
31.12.2012 31.12.2011
The share of equity corresponds to the share of voting rights.
A s 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 in the course of the
next few months.
Die Roth & Rau S.r.I. has been renamed to Tecnifinico Italy S.r.I. i.L. in the course of 2012.
Investment in associated companies
Participation 1
Company
Registered office
Cober Muegge LLC
Norwalk, USA
1
The share of equity corresponds to the share of voting rights.
Currency
Nominal
Value
USD
244 006
31.12.2012 31.12.2011
46.27%
44.59%
95
Report FY 2012 Corporate Governance Financial Report Other Information
2.5
2.5.1
Foreign currency translation
Foreign currency translation of financial statements of subsidiaries in foreign
currencies
Individual Group companies compile their financial statements in the local currency (functional
currency).
The balance sheets and income statements of Group companies are translated into Swiss
Francs for the purposes of consolidation as follows:
− Assets (including goodwill) and liabilities at the closing rate
− Equity (excluding net income or loss for the year) at the historical rate
− Comprehensive income in equity at the average rate for the period
− Income statement including net result at the average rate for the period
Foreign currency translation differences arising from the conversion of financial statements of
foreign Group companies and associated companies are taken to other comprehensive
income. Any currency translation difference existing in equity at the time of the sale of a foreign
Group company is recognised in the income statement as part of the profit on sale.
The following translation rates into Swiss Francs were used during the year under review:
Balance sheet
Unit
2012
Income statement
2011
2012
2011
Euro (EUR)
1
1.2077
1.2176
1.2053
1.2333
US Dollar (USD)
1
0.9139
0.9386
0.9378
0.8868
Chinese Yuan Renminbi (CNY)
100
14.5040
14.8294
14.8590
13.7173
Japanese Yen (JPY)
100
1.0640
1.2213
1.1765
1.1126
1
0.9481
0.9585
0.9711
0.9150
11.3921
Australian Dollar (AUD)
Hongkong Dollar (HKD)
1
11.7910
12.0881
12.0900
Indian Rupee (INR)
100
1.6710
1.7445
1.7510
1.8892
Korean Won (KRW)
100
0.0857
0.0810
0.0835
0.0800
Malaysian Ringgit (MYR)
100
30.5590
29.6017
30.3725
28.9892
Norwegian Kroner (NOK)
100
16.371
15.734
16.1175
15.8145
1
0.7470
0.7242
0.7506
0.7050
100
3.1490
3.1246
3.1710
3.0173
Singapore Dollar (SGD)
Taiwan Dollar (TWD)
96
Meyer Burger Annual Report 2012 2.5.2 Foreign currency translation of transactions
For the initial recognition of a transaction in a foreign currency, the amount in the foreign
currency must be translated into the functional currency at the exchange rate at the time of
the transaction. Average values (e.g. monthly rates) are allowed if they represent a reasonable
approximation to the actual value.
Balance sheet items are translated as follows at the end of the reporting period:
− Monetary items at closing rate
− Non-monetary items measured at amortised cost, at historical rate
− Non-monetary items measured at fair value, at the rate on the re-valuation date
All currency translation differences must be recognised in the income statement, with the
exception of currency translation differences on financial assets with equity character that fall
into the “available-for-sale” category, as well as derivative financial instruments held for the
purpose of cash flow hedging.
2.6
Cash and cash equivalents
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.
2.7
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 initially measured at fair value. Subsequent measurement is at amortised
cost 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 portfolio basis
where this is deemed appropriate on the basis of historical experience. In such a case 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.
Report FY 2012 Corporate Governance Financial Report Other Information
2.8
Other receivables
This item includes all other receivables that do not arise from trade (e.g. VAT credits, withholding
tax credits, receivables from social insurance, etc.) Also included in this item are prepayments
to suppliers and prepaid expenses (e.g. for rent, interest, insurance premiums, etc.).
Other receivables are initially measured at fair value. Subsequent measurement is at amortised
cost less allowances.
2.9
Financial assets
The financial assets reported in the balance sheet include fixed-interest loans, carried at
their nominal value, and positive replacement values of derivative financial instruments
measured at fair value through profit and loss. Meyer Burger does not hold any other
financial assets, which is why there is no detailed description of the measurement
principles applied.
2.10
Derivative financial instruments
Derivative financial instruments are initially recognised at fair value when the contract is
entered into, and are subsequently carried at fair value at each balance sheet date. The profit
or loss resulting from the measurement is immediately recognised in the income statement.
Meyer Burger does not use hedge accounting for derivative financial instruments. Derivative
financial instruments with positive replacement values are reported under financial assets,
while derivative financial instruments with negative replacement values are reported under
financial liabilities.
2.11
Inventories
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. 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 are recognised as de­
ductions in inventories, but only up to the amount of the recognised value of the goods.
97
98
Meyer Burger Annual Report 2012 2.12
Construction contracts
Construction contracts are contracts for the construction of customer-specific assets or
groups of assets which normally extend over several reporting periods.
Construction contracts are measured using the percentage-of-completion (PoC) method.
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. The accrued costs and the 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.
2.13
Non-current assets held for sale
A non-current asset held for sale or disposal group is reclassified as “non-current assets held
for sale” if the asset can be sold immediately in its current condition, the sale is made under
conditions that are usual and customary for such a sale, and the conclusion of the sale is
highly probable.
A non-current asset or disposal group held for sale is measured at no more than its original
cost price or lower fair value less costs to sell. As soon as assets are classified as “held for
sale”, depreciation of such assets must cease.
The liability of a non-current asset held for sale or a disposal group is recognised separately
from other liabilities in the balance sheet. Those assets and liabilities are not offset against
each other.
99
Report FY 2012 Corporate Governance Financial Report Other Information
2.14
Investments in associated companies
An investment in an associated company is normally said to exist when a company holds
between 20% and 50% of the voting rights. 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 goodwill paid for an associated company is included in the carrying amount of the
investment. The investment in the associated company is adjusted thereafter for postacquisition changes in the investor’s share of the net assets.
2.15
Investment properties
Investment properties are properties (land or buildings – or parts of buildings – or both)
held to earn rental income or for capital appreciation or both.
Investment properties are measured by Meyer Burger at purchase price or construction cost
less any accumulated depreciation and impairment losses. Investment properties are
depreciated on a straight-line basis over the expected useful life of 25 years.
2.16
Property, plant and equipment
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
Properties used for operational purposes
No depreciation
10–30
Facilities
5–20
Machinery
3–10
IT
Vehicles
3
4–8
As soon as components of a fixed asset have differing useful lives or are useful in different
forms, the purchase price or construction costs is/are allocated to the significant components.
100
Meyer Burger Annual Report 2012 2.17
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, brands and order backlog.
Goodwill is valued at the cost of acquisition less any impairment losses. Goodwill is allocated to
cash-generating units and is not amortised, but tested annually for impairment (see Note 2.32).
Intangible assets from acquisitions (for example, technology, customer relationships) 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 capitalised if they relate to a project that is technically feasible, if a
future inflow of benefits is probable and if 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 by the straight-line method over their scheduled useful life.
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.
In the event that an intangible asset does not have a determinable useful life and therefore
cannot be amortised according to a schedule, an annual test for impairment is conducted.
There are no immaterial assets with indefinite useful life apart from goodwill.
2.18
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.
Report FY 2012 Corporate Governance Financial Report Other Information
Deferred income taxes are recognised using the liability method on temporary differences
(valuation differences) between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes under IFRS. However, if deferred income taxes arise
from initial recognition of an asset or liability in a transaction other than a business combination
that at the time of the transaction affect neither accounting nor taxable profit/loss, they are
not accounted for either at the point of initial recognition or thereafter. Deferred income taxes
are measured at tax rates and 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 liabilities are recognised on temporary differences arising in connection
with investments in subsidiaries and associated companies, except where the timing of the
reversal of the temporary difference can be determined by Meyer Burger Group and it is
probable that the temporary difference will not reverse in the foreseeable future due to this
influence.
2.19
Financial liabilities
Financial liabilities are divided into current and non-current depending on the time to maturity,
and include in particular liabilities to banks, derivative financial instruments, liabilities from
finance leases, bond issues, loans and mortgages.
The bond issue was initially recognised at fair value including transaction costs. Subsequent
measurement is at amortised cost using the effective interest rate method.
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 nominal value.
Also shown within financial liabilities are the negative replacement values of derivative financial
instruments.
Finance leases are described in Note 2.29.
2.20
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.
101
102
Meyer Burger Annual Report 2012 2.21
Customer prepayments
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 order) or a long-term construction
contract are recognised as deductions in inventories or in long-term construction contracts.
The 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.
Customer prepayments directly attributable to a machine or order are recognized as
deductions in inventories, but only up to the carrying amount of the item. Any prepayments
in excess of the carrying amount of the item is recognized as a liability.
2.22
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.) and deferred income.
Other liabilities are measured at cost, which is generally the nominal value. Subsequent
measurement is made at amortised cost, which is generally also the nominal value.
2.23
Provisions and contingent liabilities
Meyer Burger makes a distinction between the following categories of provisions: warranties,
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.
A provision is measured on the best estimate concept, i.e. the amount recognised as a
provision is the best estimate of the expenditure required to settle the present obligation on
the balance sheet date. The amount of a provision is reviewed for appropriateness at every
balance sheet date. Non-current provisions are discounted usually.
Report FY 2012 Corporate Governance Financial Report Other Information
2.24Equity
Equity includes share capital, capital reserves, treasury shares, the reserve for share-based
payments, retained earnings, other reserves 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 excess 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. The purchase of non-controlling interests after taking control of
another company is treated as a transaction within equity. Any difference between the
purchase price and the acquired non-controlling interest is also recognised in capital reserves.
Treasury shares comprises 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 options and shares granted
to the Executive Board, the Board of Directors and key employees and recognised over the
vesting period.
Retained earnings are profits of Meyer Burger Group that have not been distributed as
dividends, and are freely available for the most part. They include the legal, statutory and free
reserves.
Other reserves include currency translation differences from translating financial statements
of foreign subsidiaries.
Non-controlling interests comprise that part of the equity of Group companies that is
attributable directly or indirectly to third-party shareholders.
103
104
Meyer Burger Annual Report 2012 2.25
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 other goods and services
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 revenue reductions
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
machines 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 2.12).
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.
2.26
Share-based payments
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. Meyer Burger Technology Ltd settles share-based payments with
equity instruments. The fair value at the time of the shares or options being granted is
recognised in personnel expenses at the time of being granted or, where appropriate, over
the vesting period.
Report FY 2012 Corporate Governance Financial Report Other Information
2.27
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 not
amortised, but tested annually for impairment.
In the event of a business combination achieved in stages, the share of equity previously held
by the Group in the acquiree must be revaluated at the fair value at the time of acquisition
(i.e. at the time control is attained) and the resulting gain or loss recognised in the income
statement as applicable.
Where the initial accounting treatment of a business combination has not been completed at
the end of the year in which it took place, the Group recognises provisional amounts for those
items where the accounting is incomplete. The amounts provisionally recognised have to be
corrected during the reporting period or additional assets or liabilities recognised in order to
reflect the latest information about facts and circumstances which existed at the time of the
acquisition and which would have influenced the measurement of the amounts recognised
on that date had they been known.
2.28
Segment information
Operating segments are disclosed on the same basis as that used for internal reporting to the
management responsible for decision making. The Executive Board, as the executive
decision-making body, reviews the allocation of resources and performance assessment.
2.29
Leases
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 over the lease term on a straight-line basis.
2.30
Government grants
A government grant is not recognised until there is reasonable assurance that the conditions
attaching to it will be fulfilled, and that the grant will be received.
Government grants relating to assets are presented as a deduction from the carrying amount
of the asset. Grants relating to income are deducted from the related expenses.
2.31
Borrowing costs
Borrowing costs comprise interest and other costs incurred in connection with the borrowing
of funds.
Borrowing costs that are directly attributable to the acquisition, construction or production of
a qualifying asset are capitalised as part of the cost of that asset.
105
106
Meyer Burger Annual Report 2012 2.32
Impairment of non-financial assets
Non-financial assets are assessed on each balance sheet date for any indication of
impairment. If any such indication exists, a check is carried out to determine whether the
asset could be impaired, i.e. whether the carrying amount could exceed the higher of the
asset’s fair value less costs to sell and its value in use. If this is the case, an appropriate
impairment loss is recognised.
The same method is applied to reversal of impairments as to identifying impairment, i.e. a
review is carried out on each reporting date to assess whether there are indications that an
impairment loss might no longer exist or might have decreased. If this is the case, the amount
of the decrease in impairment loss is determined (the difference between recoverable amount
and the maximum carrying amount excluding the original deduction for impairment) and the
impairment reversed accordingly.
Goodwill must be tested annually for impairment.
For the purpose of impairment testing, goodwill acquired in a business combination must,
from the acquisition date, be allocated to each of the acquirer’s cash-generating units, or
groups of cash-generating units, that are expected to benefit from the synergies of the
combination, irrespective of whether other assets or liabilities of the acquiree are assigned to
those units or groups of units.
Impairment on goodwill may not be reversed.
2.33
Pension plans
Meyer Burger Group has a range of pension plans designed to take account of local
conditions in individual countries. The Group operates defined benefit plans predominantly in
Switzerland and defined contribution plans in other countries. Assets and liabilities of the
Swiss pension plans are held in institutions that are legally independent of Meyer Burger
Group.
Defined benefit plans typically prescribe an amount of pension benefits which an employee
will receive upon retirement and which, as a rule, is dependent on one or more factors such
as age, years of service and salary. In contrast, with a defined contribution plan, a fixed
amount is paid to an entity (insurance company or fund) that does not belong to Meyer
Burger Group. Meyer Burger does not have any legal or constructive obligation to make
further payments should the defined contribution fund have insufficient assets to settle the
claims to post-employment benefits of all employees relating to the current and previous
financial years.
Report FY 2012 Corporate Governance Financial Report Other Information
For defined benefit plans, the amount recognised in the balance sheet is the present value of
the defined benefit obligation at the balance sheet date reduced by the fair value of plan
assets and adjusted for cumulative unrecognised actuarial gains and losses and unrecognised
past service cost. The defined benefit obligation (DBO) is calculated annually by an
independent actuary using the projected unit credit method.
Underfunding is always recognised as a liability. Overfunding, however, is only recognised to
the extent that it represents an economic benefit for the Group.
Actuarial gains and losses that are based on experience-based adjustments and changes in
actuarial assumptions and exceed 10% of the fair value of plan assets or, if higher, 10% of
the present value of the defined benefit obligation, are recognised in the income statement
over the expected average remaining working lives of the employees participating in that plan
(corridor rule).
In the case of defined contribution plans, Meyer Burger Group pays contributions to public or
private pension insurance plans on the basis of a statutory or contractual obligation, or on a
voluntary basis. Meyer Burger does not have any further payment obligations over and above
payment of the contributions. The contributions are recognised under personnel costs when
they fall due.
2.34
Earnings per share
Earnings per share is calculated by dividing the Group’s profit or loss attributable to registered
shareholders of Meyer Burger Technology Ltd by the weighted average number of registered
shares outstanding during the period in question. For the purposes of diluted earnings per
share, potential diluting effects, e.g. from the exercise of options or conversion rights, are
taken into account when counting the number of outstanding shares, and the relevant
earnings per share adjusted accordingly.
Treasury shares are not regarded as outstanding shares and are not included in the
calculation. Earnings per share, if there are discontinued operations, are reported both for
continuing operations and for comprehensive income.
107
108
Meyer Burger Annual Report 2012 3
Financial risk management and capital management
3.1
Overview of financial instruments
The following is an overview of Meyer Burger Group’s financial instruments:
Financial assets
in TCHF
Receivables
and loans
Fair value
through
profit and
loss
Derivative
for hedge
accounting
Availablefor-sale
Total
31. 12. 2012
Cash and cash equivalents
134 504
–
–
–
134 504
Trade receivables
36 637
–
–
–
36 637
Other receivables
37 161
–
–
–
37 161
153
82
–
–
236
208 455
82
–
–
208 537
Financial assets
Total
31.12.2011
Cash and cash equivalents
260 180
–
–
–
260 180
Trade receivables
79 208
–
–
–
79 208
Other receivables
74 727
–
–
–
74 727
510
3 460
–
–
3 970
414 625
3 460
–
–
418 085
Fair value
through
profit and
loss
Derivative
for hedge
accounting
Other
financial
liabilities
Total
Financial assets
Total
Financial liabilities
in TCHF
31.12. 2012
Financial liabilities
14
–
133 799
133 814
Trade payables
–
–
31 404
31 404
Other liabilities
–
–
46 731
46 731
14
–
211 935
211 949
Total
31.12.2011
Financial liabilities
Trade payables
Other liabilities
Total
247
–
9 618
9 865
–
–
65 555
65 555
–
–
73 090
73 090
247
–
148 263
148 510
109
Report FY 2012 Corporate Governance Financial Report Other Information
3.2
Fair value assessment
Financial instruments measured at fair value must be disclosed in a three-level valuation
hierarchy. The valuation methods for each of these three levels differ as follows:
Level I Listed prices on active markets (not adjusted)
Level II Valuation method with observable model inputs
Level III Valuation method with non-observable model inputs
Fair value hierarchy
in TCHF
Level I
Level II
Level III
Total
31.12. 2012
Financial assets
Derivative financial instruments
–
82
–
82
Total financial assets
–
82
–
82
Financial liabilities
Derivative financial instruments
–
–14
–
–14
Total financial liabilities
–
–14
–
–14
31.12.2011
Financial assets
Derivative financial instruments
–
3 460
–
3 460
Total financial assets
–
3 460
–
3 460
Financial liabilities
Derivative financial instruments
–
–247
–
–247
Total financial liabilities
–
–247
–
–247
The financial assets of TCHF 82 shown under Level II as of 31 December 2012 (31 December
2011: TCHF 3,460) correspond to the positive replacement values of forward foreign currency
contracts entered into.
The financial liabilities of TCHF 14 shown under Level II as of 31 December 2012 correspond
to the negative replacement value of a forward interest rate contract entered into. The
financial liabilities of TCHF 247 shown under Level II as of 31 December 2011 corresponded
to the negative replacement values of forward foreign currency contracts entered into.
110
Meyer Burger Annual Report 2012 3.3
Financial risk management
Meyer Burger Group is exposed in its operations to liquidity, credit and market risks (interest
rate and foreign currency risks). As part of the Group’s risk management approach, derivative
financial instruments are used to hedge against such risks. Generally, fluctuations in the fair
value of these derivative financial instruments coincide with fluctuations in the opposite
direction with regard to the hedged positions.
3.3.1 Market risks
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, US dollar and Chinese 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.
Fair value fluctuations in relation to foreign currency hedging are reported under Other
income. Hedge accounting has not been used to date.
The table below shows the currency risks from monetary financial instruments where the
currency is not the same as the functional currency of the Group company holding the
financial instrument:
Foreign currency balance (monetary and different from other functional currency)
31.12.2012
in TCHF
Currency balance
after hedging
CHF
EUR
USD
JPY
CNY
NOK
SGD
other
Total
5 256 23 636 –1 635
132
844
50
–141
182
28 325
42
2
–7
9
1 416
Income statement related
sensitivity analysis +/–5%
263
1 182
–82
7
in TCHF
CHF
EUR
USD
JPY
CNY
NOK
SGD
other
Total
1 311 12 421
–61
379
457
1 060
–79
47 782
–3
19
23
53
–4
2 389
31.12.2011
Currency balance
after hedging
Income statement related
sensitivity analysis +/–5%
32 293
1 615
66
621
Exchange rate fluctuations of 5% would have increased or reduced consolidated equity/net
earnings by TCHF 1,416 (previous year: TCHF 2,389), assuming that all other variables,
particularly interest rates, remained unchanged.
Report FY 2012 Corporate Governance Financial Report Other Information
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. Changes in interest rates may therefore cause the fair value of such
financial liabilities to fluctuate, but this would not have any effect on either Group earnings or
future cash flow. Meyer Burger Group actively manages its interest rate risks. Its main goal
lies in limiting the volatility of planned cash flows.
Cash flow sensitivity analysis for floating-rate financial instruments: a change of 50 basis
points in the rate of interest would have increased or reduced net earnings and consolidated
equity by TCHF 625 (previous year: TCHF 750), based on the assumption that all other
variables remained unchanged.
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 2011 and 2012 financial years.
3.3.2 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 material
short-term financial investments with maturities of below 6 months, the Group pays attention
to the fact that the counterparty has a rating of A-1. This existing guideline ensures a
reasonable monitoring of the credit risk vis-à-vis financial institutions. The existing limits visà-vis banks are constantly monitored and re-allocated if necessary.
111
112
Meyer Burger Annual Report 2012 Meyer Burger Group invests the existing cash and cash equivalents with established financial
institutions. The three largest institutions held approximately 34.1%, 28.0% and 12.5% as of
31 December 2012 (31 December 2011: 33.1%, 20.1% and 16.1%) and were rated with A-1.
Bank deposits amounted to CHF 133.9 million as of 31 December 2012 (31 December 2011:
CHF 258.3 million) with financial institutions with an investment grade rating of A- and higher.
On this basis, Meyer Burger Group does not expect to incur any losses on account of nonperformance of contracts.
With regard to the financial assets that were neither impaired nor in arrears as at the balance
sheet date, there are no signgs 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. Further information on
financial assets can be found in Note 6.2 (Receivables).
3.3.3 Liquidity risks
The 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 Chief Financial Officer and monthly to the other
members of management and the Board of Directors.
In 2012 the issuance of a bond in the amount of CHF 130 million strengthened liquidity. The
bond bears interest at 5% per annum and matures in five years’ time (maturity date:
24 May 2017).
The CHF 180 million loan agreement concluded in April 2011 with several Swiss financial
institutions in order to fund acquisitions and working capital was renegotiated in the first
quarter of 2013. The newly concluded loan agreement with a term until 18 April 2015 is
divided into a guarantee and working capital limit totalling CHF 150 million, whereby a
maximum of CHF 60 million is available in the form of loans, if agreed upon by all syndicate
banks. A maximum of CHF 150 million is irrevocably available for bank guarantees and
pledges. The interest rate is LIBOR plus margin. The borrowers are Meyer Burger Technology
Ltd and Meyer Burger Ltd. No loans are currently being drawn from this loan agreement.
In addition to this new guarantee and working capital limit of CHF 150 million, Meyer Burger
Group also has the option, under the terms of the loan agreement, to take out a loan secured
by mortgage certificates of a maximum of CHF 50 million on existing company buildings. The
Group made use of this option in the first quarter of 2013 and concluded a CHF 30 million
loan secured by mortgage certificates with a banking syndicate for the building in Thun. The
loan secured by mortgage certificates will be paid out in the first quarter of 2013. This inflow
of funds will further strengthen Meyer Burger Group’s liquidity.
113
Report FY 2012 Corporate Governance Financial Report Other Information
In light of the difficult market situation, the Group initiated various optimisation and consolidation
programmes in 2012 in order to reduce operating costs. The initiated measures, most of
which have already been implemented, will deliver sustained cost savings of between
CHF 50 million to CHF 60 million on an annualised basis.
From a current perspective, management and the Board of Directors assume that as a result
of the initiated and already implemented optimisation and consolidation programmes, the
newly concluded loan agreement, the securing of new liquidity in the form of the loan secured
by mortgage certificates and expected customer prepayments on new orders, the Group’s
liquidity situation is secure for the foreseeable future (18 to 24 months).
The table below shows the total contractual maturities of non-discounted financial liabilities
(including estimated future interest payments):
Contractual maturities of financial liabilities (not discounted)
Due
Book
value
Total
payment
till 1 year
1 to 5
years
> 5 years
Financial liabilities (without foreign exchange rate contracts) 133 814
in TCHF
31.12. 2012
135 176
978
132 840
1 358
Foreign exchange rate contracts gross-cash-inflow
–
–
–
–
–
Foreign exchange rate contracts gross-cash-outflow
–
–
–
–
–
Trade payables
31 404
31 404
31 404
–
–
Other liabilities
46 731
46 827
45 229
1 580
17
211 949
213 407
77 611
134 420
1 376
5 718
Total financial liabilities
31.12. 2011
Financial liabilities (without foreign exchange rate contracts)
9 683
11 087
2 083
3 286
–
–13 886
–13 886
–
–
182
14 068
14 068
–
–
Trade payables
65 555
65 555
65 555
–
–
Other liabilities
73 090
73 090
71 755
1 335
–
148 510
149 914
139 575
4 621
5 718
Foreign exchange rate contracts gross-cash-inflow
Foreign exchange rate contracts gross-cash-outflow
Total financial liabilities
114
Meyer Burger Annual Report 2012 3.4
Capital management
The capital managed by Meyer Burger Group is the consolidated equity. The aims in managing
this capital are to maintain a healthy and solid balance sheet structure on a going concern
basis while guaranteeing the financial room for manoeuvre needed for future investments and
acquisitions and generating a return for investors commensurate with the level of risk. The
capital structure is monitored using the equity ratio as the key variable:
Capital management
in TCHF
Equity attributable to shareholders of Meyer Burger Technology Ltd
Non-controlling interests
31.12. 2012
31.12. 2011
615 352
737 719
12 705
24 816
Total equity
628 057
762 534
Total assets
1 100 797
1 377 352
Equity ratio
57.1%
55.4%
The equity ratio is reported to the Group Executive Board and the Board of Directors in the
internal monthly financial reporting. As an industrial company, Meyer Burger aims to have a
solid balance sheet with a high share of equity. In the light of risk considerations, Meyer
Burger strives for a medium-term equity ratio of over 40%.
The Group’s capital management is also based around the requirements of its lending banks
with a view to improving the current rating. The banking syndicate has defined two covenants
with regard to minimum equity ratio and a minimum net equity (book value of equity minus
goodwill). As of 31 December 2012 these covenants were met.
As of 31 December 2012, Meyer Burger Group held 92.54% of the shares in R&R AG, which
represents an increase of around 3.37% compared with 31 December 2011. This increase in
the stake held and the pro rata loss meant that the value of non-controlling interests was
reduced to around CHF 12.7 million.
4
Estimation uncertainties and management judgements
Preparation of the financial statements in accordance with IFRS 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. These estimates, assumptions and judgements are constantly updated. The
adjustments made can affect the current period or future periods, depending on the
circumstances concerned. The estimates, judgements and assumptions are based on
historical values as well as other appropriate and justified factors. Actual events may deviate
from these estimates. Additionally, the application of accounting standards requires that the
management make decisions that could have a significant impact on the amounts reported
in the financial statements; especially the assessment of business transactions with a
complex structure or legal form requires that management make decisions. This applies to
the following circumstances in particular:
Report FY 2012 Corporate Governance Financial Report Other Information
Impairment of property, plant and equipment, goodwill and intangible assets
Detailed impairment tests are carried out at least once a year for goodwill and other intangible
assets with an indefinite service life. The value of all other assets is reviewed if there are
indications that they are overvalued. Goodwill is allocated to the cash-generating units
(CGUs). Within Meyer Burger Group, these CGUs correspond usually to the individual
subsidiaries. The carrying values of the individual CGUs are compared normally against the
higher of fair value less costs to sell and value in use. As part of the same process, the
amount obtainable from property, plant and equipment is calculated using the same method.
These impairment tests are based on estimated future cash flows from the use of these
assets. The actual cash flows recorded in practice could differ considerably from these
estimates as a result of changes to the planned use of assets such as technical obsolescence
or market changes.
Trade and other receivables
Impairments on doubtful receivables are calculated based on their age structure and estimates
and assessments made by management about the client-specific and default risk of individual
receivables.
Provisions
The Group companies may, as part of their ordinary business activity, become involved in
legal disputes. Provisions for current or pending cases are measured based on existing
knowledge on the basis of cash outflows judged to be realistic. Depending on the outcome
of such cases, claims may arise against the Group that may not be covered in full or in part
by provisions or insurance. The amount of warranty provisions is determined from past
historical data and the currently known warranty risks. These provisions are made on a
machine-specific basis as soon as a piece of equipment is invoiced (commencement of
warranty period), and are reduced over the warranty period in line with the warranty costs
incurred for the machine in question. Appropriate provisions are made to cover any contractual
obligations where the unavoidable costs of fulfilling the obligation exceed the economic
benefits expected to be received under them. These are based on management’s assessment
of the case. For further information on provisions, refer to Note 6.15.
Pension plans
The estimates and assumptions used to determine the annual plan costs and plan liabilities
are based on future projections and calculations (e.g. discount rate, expected long-term
return on investments, expected rate of increase in wages and expected rate of inflation),
which are determined on a joint basis with the actuaries.
Income taxes
Estimates have to be made to determine the level of receivables and liabilities from current
and deferred income taxes. These estimates are based on an interpretation of the existing tax
laws and regulations. Numerous internal and external factors can impact on the final
assessment. These include amendments to tax law, changes in tax rates, the future level of
pre-tax profits and audits carried out by the tax authorities.
115
116
Meyer Burger Annual Report 2012 5
Segment reporting
Meyer Burger Group is a leading, globally active technology group specialising in innovative
systems and processes for cutting and handling crystalline and other high-grade materials in
the solar (photovoltaic), semiconductor and optoelectronic industries, as well as in selected
high-end markets for semiconductor materials. Meyer Burger Group only has one reportable
segment, which means that the segment information corresponds to the figures in the
consolidated statements. After implementation of IFRS 8, the following circumstances led to
the conclusion that the Group had only one reportable segment:
– Internal monthly reporting is consolidated across the Group, with no breakdown by geography,
industry (solar, semiconductors, optoelectronics, other) or technology (e.g. cutting, automation
and robotic systems, measurement systems, coating technology, laminating and soldering
systems and customer service).
– Because of the close integration of the Group companies in individual projects, the legal entities
also generate sales with affiliated companies. Key decisions are therefore made for the whole
Group by the Group Executive Board on the basis of individual projects and not on the basis of
the individual financial statements of the legal entities.
The holding companies only provide internal services; their operating results are monitored in
the internal monthly reports referred to above.
Meyer Burger Group invested TCHF 71,109 (2011: TCHF 388,451) in non-current assets in
2012. Investments focused mainly on property, plant and equipment (see Note 6.12), compared
with acquisitions and investments in property, plant and equipment in the previous year.
Geographical information
Net sales third parties
in TCHF
2012
2011
Switzerland
19 975
24 534
Germany
64 659
138 215
Rest of Europe
19 747
56 610
Asia
520 802
1 058 133
USA
18 804
34 952
Rest of world
Total
1 255
2 595
645 242
1 315 039
Revenue in Asia stems mainly from sales to China. Net sales of CHF 145.8 million (2011:
CHF 251.1 million) were generated from one major customer, corresponding to 22.6% (2011:
19.2%) of Meyer Burger Group’s net sales.
117
Report FY 2012 Corporate Governance Financial Report Other Information
Long-term assets
in TCHF
2012
2011
Switzerland
177 201
158 811
Germany
367 912
407 331
7 900
14 206
Netherlands
Rest of Europe
Asia
USA
Total
290
1 274
4 700
4 210
74 715
87 814
632 719
673 646
Net sales from products and services
Net sales include the following products and services:
in TCHF
2012
2011
535 246
1 165 107
Net sales from products
Machines/systems manufactured
Machines/systems traded
4 835
16 718
31 515
49 779
Consumables
14 363
26 280
Other goods
22 646
10 608
Spare parts
Net sales from services
Commissioning
7 594
7 257
Servicing and maintenance
8 861
7 954
Regrooving and recoating
3 454
5 359
Commissions
199
115
Other services
864
1 452
Net sales from construction contracts
Net sales
6
6.1
15 666
24 412
645 242
1 315 039
Notes to the consolidated financial statements
Cash and cash equivalents
in TCHF
Cash and cash equivalents
Time deposits with maturities up to 90 days
Cheques, notes receivable
Cash and cash equivalents
31.12.2012
31.12.2011
133 224
254 629
−
71
1 280
5 479
134 504
260 180
Of the total amount of cash and cash equivalents, TCHF 7,413 (2011: TCHF 13,936) is
located in countries where cash flows to other countries are subject to formal requirements
or applications.
118
Meyer Burger Annual Report 2012 6.2Receivables
in TCHF
31.12.2012
31.12.2011
Trade receivables
86 426
134 029
Other receivables
38 339
74 486
–50 967
–54 910
73 798
153 605
Allowances
Receivables
Receivables without individual allowances
31.12.2012
in TCHF
Not yet due
31.12.2011
Trade
Other
receivables receivables
Trade
Other
receivables receivables
19 180
33 920
50 042
72 401
1–30 days overdue
3 862
58
15 605
857
31– 90 days overdue
3 058
301
12 503
34
More than 91 days overdue
7 332
2 684
720
1 064
33 432
36 962
78 871
74 356
Receivables without individual allowances
Receivables with individual allowances
31.12.2012
in TCHF
Gross receivables
Allowances
Receivables adjusted
31.12.2011
Trade
Other
receivables receivables
Trade
Other
receivables receivables
52 994
1 377
55 158
130
–49 789
–1 178
–54 482
–130
3 205
199
676
–
119
Report FY 2012 Corporate Governance Financial Report Other Information
Change in allowances on receivables
Trade receivables
in TCHF
Balance as of 1.1.2011
Other receivables
Individual
allowances
Allowances
on portfolio
basis
Individual
allowances
Allowances
on portfolio
basis
–2 817
–169
–165
–
Changes in scope of consolidation
–26 349
–317
–
–
Impairment
–23 454
–77
–
–
384
186
35
–
Reversal of impairment
Disposals
Currency translation differences
Balance as of 31.12.2011
Changes in scope of consolidation
Impairment
Reversal of impairment
Disposals
Currency translation differences
Balance as of 31.12.2012
780
71
–
–
–3 025
7
–
–
–54 482
–299
–130
–
–
–
–
–
–15 080
–1
–1 057
–
2 036
99
8
–
17 427
121
–
–
386
3
–
–
–49 712
–77
–1 178
–
Both trade and other receivables are for the greater part current in nature. Non-current
receivables account for approximately TCHF 672 (31 December 2011: TCHF 3,297). 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. A large part of the impairments booked relates to a small number of customers and
was calculated due to an estimation of the solvency of those customers.
6.3
Net assets from construction contracts
in TCHF
Work in process
Customer prepayments
Net construction contracts
31.12.2012
31.12.2011
15 720
70 944
–23 762
–59 719
−8 043 11 225
841
12 660
8 883
1 435
thereof
Net receivables construction contracts
Net liabilities construction contracts
Additional information
Amount of retentions
–
–
Income from the PoC method (income statements)
15 666
24 412
Accrued projects costs
15 480
18 850
Gross profit recognised
186
5 562
120
Meyer Burger Annual Report 2012 6.4
Financial assets
Fair value through profit
and loss
in TCHF Trading Designated
Derivative
Availablefinancial
for-sale instruments
Loans
Total
500
Balance as of 1.1.2011
–
–
–
–
500
Changes in scope of consolidation
–
–
–
–
7
7
Income statement related value adjustment
–
–
–
3 460
–
3 460
Disposals
–
–
–
–
–1
–1
Currency translation differences
–
–
–
–
3
3
Balance as of 31.12.2011
–
–
–
3 460
510
3 969
Changes in scope of consolidation
–
–
–
4
–
4
Additions
–
–
–
78
–
78
Income statement related value adjustment
–
–
–
–
–329
–329
Disposals
–
–
–
–3 460
–7
–3 467
Currency translation differences
–
–
–
–
–20
–20
Balance as of 31.12.2012
–
–
–
82
153
235
Derivative
Availablefinancial
for-sale instruments
Loans
Total
Thereof short-term
Fair value through profit
and loss
in TCHF Trading Designated
01.01.2011
–
–
–
–
314
314
31.12.2011
–
–
–
3 460
326
3 786
31.12.2012
–
–
–
82
–
82
The maximum credit risk for Meyer Burger Group corresponds in every case to the carrying
amount of the financial assets recognised. Meyer Burger Group has not pledged any financial
assets to third parties as collateral.
6.5Financial assets carried at fair value through profit or loss and
available-for-sale
As at 31 December 2012 and 31 December 2011, Meyer Burger Group had no financial assets
carried at fair value through profit or loss and available-for-sale.
121
Report FY 2012 Corporate Governance Financial Report Other Information
6.6 Derivative financial instruments
in TCHF
Positive
current
market value
Negative
Contract
current
volume market value
Contract
volume
Cash flow hedges
Currency
–
–
–
–
Interest rate
–
–
–
–
Currency
–
–
–
–
Interest rate
–
–
–
–
14 004
Fair value hedges
Trading assets
Currency
3 460
36 528
182
Interest rate
–
–
65
1 583
31.12.2011
3 460
36 528
247
15 587
Currency
–
–
–
–
Interest rate
–
–
–
–
Currency
–
–
–
–
Interest rate
–
–
–
–
Cash flow hedges
Fair value hedges
Trading assets
Currency
82
10 785
–
–
Interest rate
–
–
14
483
31.12.2012
82
10 785
14
483
Foreign currency instruments as at 31 December 2012 related to currency hedges in euros
(31 December 2011: US dollars and euros). The maximum residual term of forward foreign
exchange contracts was 12 months.
6.7Loans
Loans totalled TCHF 153 as at 31 December 2012 (31 December 2011: TCHF 510). A customer
receivable in the amount of TCHF 329 dating from 2010 was converted into a loan receivable
after the customer began to experience payment difficulties. Due to a further deterioration in
this customer’s liquidity situation and the lack of any incoming payments, this loan had to be
fully written off in 2012. The carrying amount of the loan receivables was therefore TCH 153
after amortisation and foreign currency translation as at 31 December 2012.
122
Meyer Burger Annual Report 2012 6.8Inventories
in TCHF
Raw materials, purchased parts
Goods in consignment
Semi-finished goods
31.12.2012
31.12.2011
113 784
115 804
161
19
91 597
113 696
Finished goods
56 870
71 376
Machines before acceptance
28 460
228 041
Customer prepayments
–33 702
–265 328
Value adjustment inventories
–83 437
–51 603
Inventories
173 733
212 005
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. The value adjustment through profit and loss amounts to CHF 31.8 million.
6.9
Non-current assets held for sale
As at 31 December 2012, Meyer Burger Group had non-current assets held for sale with a
carrying amount of TCHF 683. This related to two installations, which were sold during the first
half of 2013. The valutation was based on the sales prices which were negotiated as far as
possible but which were lower than the original acquisition costs.
6.10
Investments in associated companies
in TCHF
Balance as of 1.1.
2012
2011
177
–
Acquisitions
–
127 660
Result
6
–25 298
Share in other comprehensive income
–
–
Sale
–
–
Changes in scope of consolidation
–
–91 310
–1
–10 875
181
177
Currency translation differences
Balance as of 31.12.
On 5 May 2011, Meyer Burger Group announced a voluntary public takeover offer for all the
shares of Roth & Rau AG. Before the takeover offer expired, shares worth TCHF 127,660 (at
an exchange rate of CHF 1.217 to the euro) and equivalent to a stake of 29.62% were
acquired; these were recognised as investments in associated companies. Once the offer
had expired and antitrust clearances for the merger had been granted, a further 52.95%
stake in Roth & Rau AG was acquired on 9 August 2011. The financial statements of the
Roth & Rau companies were therefore fully consolidated in the Meyer Burger Group financial
statements with effect from 9 August 2011 and no longer appear under investments in
associated companies. The TCHF –25,298 (at the average exchange rate for 2011) shown as
loss from associated companies comprises the pro-rata loss for the period from 20 June 2011
to 9 August 2011 and the market valuation as at 9 August 2011.
123
Report FY 2012 Corporate Governance Financial Report Other Information
The investment in associated companies shown as at 31 December 2012 is a 50% stake
held by Mügge GmbH in Cober Mügge LLC, Norwalk, USA. This stake was revaluated “at
equity” as at 31 December 2012, increasing by TCHF 5 to TCHF 181.
6.11
Investment properties
The investment property disclosed concerns Gewerbering 10, Hohenstein-Ernstthal,
Germany, which was taken over in 2011 as part of the acquisition of Roth & Rau AG. This
property was previously used for operations and is currently let. Rental income for the period
from acquisition to 31 December 2011 was TCHF 22, followed by TCHF 51 in 2012.
Maintenance work during the period under review was not material.
The property is being depreciated on a straight-line basis over 25 years.
in TCHF
2012
2011
Purchase price
Balance as of 1.1.
Changes in scope of consolidation
Currency translation differences
Balance as of 31.12.
640
–
–
569
–5
71
635
640
Cumulative depreciations and impairments
Balance as of 1.1.
–12
–
Ordinary depreciation
–27
–12
Currency translation differences
–
–1
Balance as of 31.12.
–39
–12
Net book value
596
628
The market value determined as part of the purchase price allocation in 2011, measured at a
euro rate of 1.0838, was about TCHF 569. This market value was challenged during the
reporting year, using standard parameters for the location and sector. There was no material
change in value.
124
6.12
Meyer Burger Annual Report 2012 Property, plant and equipment
in TCHF
Land and
buildings
Equipment
Machines
IT
Assets
under
Vehicles construction
Total
Purchase price
Balance as of 1.1.2011
Changes in scope of consolidation
Increase
Capitalisation
Reclassification within property, plant and equipment
Disposal
Currency translation differences
Balance as of 31.12.2011
Changes in scope of consolidation
310
11 866
38 670
2 179
1 351
3 134
17 477
8 432
13 515
8
4
12 582
57 510
52 018
258
2 630
10 842
234
217
26 412
40 593
22 078
–
120
7 310
–
–
14 649
10 699
1 020
11 588
30
–
–23 337
–
–33
–1 793
–5 643
–1 183
–78
–
–8 731
2 382
2 006
3 651
–2
1
1 896
9 934
31 092
24 280
79 933
1 266
1 496
35 336
173 403
–2 923
–
–165
–2 758
–
–
–
1 238
1 563
6 817
778
97
31 719
42 212
–
118
4 704
–
–
13 641
18 463
46 629
10 959
7 156
510
10
–65 264
–
–
–
–3 609
–
–
–
–3 609
Disposal
–323
–5 994
–7 549
–226
–129
–
–14 221
Currency translation differences
–335
–217
–840
–5
–7
–99
–1 504
78 300
30 545
83 855
2 323
1 467
15 332
211 822
–25
–4 931
–16 221
–1 718
–444
–
–23 339
–
–
–
–
–
–
–
–866
–4 276
–13 597
–291
–230
–
–19 260
Impairment
–
–180
–485
–14
–
–
–679
Reclassification within property, plant and equipment
–
3
–3
–
–
–
–
15
885
3 179
1 183
78
–
5 340
Increase
Capitalisation
Reclassification within property, plant and equipment
Reclassification to assets held for sale
Balance as of 31.12.2012
Cumulative depreciation and impairments
Balance as of 1.1.2011
Changes in scope of consolidation
Ordinary depreciation
Disposal
Currency translation differences
Balance as of 31.12.2011
Changes in scope of consolidation
Ordinary depreciation
Impairment
Reclassification within property, plant and equipment
Reclassification to assets held for sale
Disposal
Currency translation differences
Balance as of 31.12.2012
–350
–951
–1 338
1
–2
–
–2 640
–1 226
–9 450
–28 464
–839
–598
–
–40 578
–
107
445
–
–
–
553
–2 205
–4 598
–13 854
–350
–181
–
–21 188
–3 854
–71
–492
–3 288
–
–3
–
–400
414
–
–13
–2
–
–
–
–
2 926
–
–
–
2 926
303
5 589
6 824
224
74
–
13 015
48
103
309
4
7
–
470
–3 552
–8 327
–35 101
–974
–702
–
–48 657
Net book value
31.12.2010
285
6 935
22 449
461
907
3 134
34 171
31.12.2011
29 865
14 829
51 469
427
897
35 336
132 824
31.12.2012
74 748
22 217
48 753
1 349
766
15 332
163 165
31.12.2010
–
–
–
–
–
–
–
31.12.2011
–
–
–
–
–
–
–
31.12.2012
–
–
–
–
–
–
–
Thereof finance lease
Report FY 2012 Corporate Governance Financial Report Other Information
The increase of around CHF 46.6 million in land and buildings and around CHF 11.0 million
in equipment are primarily attributable to the new Meyer Burger Ltd facility in Thun. The
company moved into this new facility in May and June 2012.
Capital expenditure commitments for the acquisition of property, plant and equipment as at
31 December 2012 totalled TCHF 1,925 (31 December 2011: TCHF 16,572). About CHF 15.1
million of the capital expenditure commitments as at 31 December 2011 are related to the
construction of the new Meyer Burger Ltd facility in Thun.
Impairments in 2012 in relation to machines concerned a demonstration machine, machines
that were no longer required and thus scrapped, machines that have yet to be fully written
off, and machines that were no longer needed but are still suitable for sale, which were
written down to the lower sales price. Impairments of equipment mainly concerned items
that can no longer be used at companies that were liquidated during the reporting year or
are due to be liquidated shortly (see Note 2.4).
125
126
6.13
Meyer Burger Annual Report 2012 Intangible Assets
in TCHF
Goodwill
Software
Develop- Customer
ment
relationcosts
ships
Software
Trade
(from
name Technology acquisition)
Other
Order ­i ntangible
backlog
assets
Total
Purchase price
Balance as of 1.1.11
180 486
5 410
3 030
63 081
23 625
167 829
8 453
9 621
96
461 630
88 564
1 301
–
11 084
39 703
93 546
–
21 390
782
256 371
Increase
–
2 214
–
–
–
–
–
–
237
2 451
Reclassification within intangible assets
–
81
–
–
–
–
–
–
–81
–
Disposal
–
–479
–
–
–
–
–
–
–
–479
Changes in scope of consolidation
Currency translation differences
Balance as of 31.12.2011
8 956
564
–8
531
4 858
8 422
–
2 554
78
25 955
278 006
9 092
3 021
74 696
68 186
269 797
8 453
33 565
1 113
745 929
Changes in scope of consolidation
–
–2
–
–
–
–6 125
–
–
–105
–6 232
Increase
–
2 273
–
–
–
–
–
–
7 357
9 629
Capitalisation
–
399
405
–
–
–
–
–
–
804
–71 949
–601
–2 919
–
–4 197
–
–
–33 280
–1
–112 947
Disposal
Currency translation differences
–2 334
–74
–2
–560
–479
–2 647
–
–286
5
–6 377
203 723
11 086
505
74 136
63 510
261 025
8 453
–
8 368
630 806
Balance as of 1.1.11
–
–3 719
–1 510
–12 356
–2 262
–34 991
–1 691
–9 621
–95
–66 245
Amortisation
–
–1 883
–738
–8 245
–4 248
–34 155
–1 691
–10 144
–10
–61 113
–73 621
–
–730
–
–
–6 267
–
–
–
–80 618
Balance as of 31.12.2012
Cumulative amortisation
and impairments
Impairment
Reclassification within intangible assets
–
57
–
–
–
–
–
–
–57
–
Disposal
–
422
–
–
–
–
–
–
–
422
3
1 819
Currency translation differences
Balance as of 31.12.2011
937
–395
8
335
36
664
–
229
–72 683
–5 518
–2 970
–20 265
–6 474
–74 749
–3 381
–19 536
–160 –205 735
Changes in scope of consolidation
–
–
–
–
–
6 125
–
–
71
6 196
Amortisation
–
–2 303
–16
–8 006
–6 785
–39 037
–1 691
–13 889
–622
–72 349
Impairment
Disposal
Currency translation differences
–
–6
–
–
–3 602
–
–
–
–1 206
–4 814
71 949
571
2 919
–
4 197
–
–
33 280
1
112 917
734
48
3
142
29
838
–
145
–2
1 936
–
–7 207
–64
–28 130
–12 635
–106 824
–5 072
–
–1 918
–161 848
31.12.2010
180 486
1 691
1 519
50 725
21 363
132 838
6 762
–
–
395 385
31.12.2011
205 323
3 574
52
54 431
61 712
195 048
5 072
14 030
953
540 195
31.12.2012
203 723
3 879
441
46 006
50 875
154 201
3 381
–
6 451
468 958
31.12.2010
–
–
–
–
–
–
–
–
–
–
31.12.2011
–
–
–
–
–
–
–
–
–
–
31.12.2012
–
–
–
–
–
–
–
–
–
–
Balance as of 31.12.2012
Net book value
Thereof finance lease
127
Report FY 2012 Corporate Governance Financial Report Other Information
Capital expenditure commitments for the acquisition of intangible assets as of 31 December
2012 totalled TCHF 55 (31 December 2011: TCHF 1,201). Research and development
expenses during the reporting period came to TCHF 92,136 (2011: TCHF 67,471).
The products of Roth & Rau B.V. will be sold under the trade name “Roth & Rau Cell &
Coating Systems”, which led to a total impairment of the trade name “OTB” of Roth & Rau
B.V. (formerly OTB Solar B.V.) in the amount of TCHF 3,602 in the reporting year.
Goodwill allocation to cash-generating units (CGUs)
in TCHF
2012
2011
Intangible assets
with unlimited
expected
Goodwill
useful life
Goodwill
Intangible assets
with unlimited
expected
useful life
Hennecke
29 063
–
29 301
–
DMT
20 584
–
21 140
–
3S
45 776
–
45 776
–
Pasan
17 792
–
17 792
–
Somont
63 664
–
64 186
–
R&R AG
other CGU’s
Total
2 908
–
2 932
–
23 937
–
24 196
–
203 723
–
205 323
–
128
Meyer Burger Annual Report 2012 Impairment testing of goodwill
The recoverable amount of goodwill is measured for the purposes of the annual impairment
test on the basis of value in use. This method contains future cash flow projections in
accordance with approved budgets and financial plans for three years, and a perpetuity was
calculated for subsequent years. The perpetuity was calculated on the basis of the cash flow
for plan year 3, incorporating a growth rate. The cash flow projections for the individual
companies are discounted on the basis of a discount rate (pre tax) that takes into account
the respective country and company-specific conditions of the individual CGUs. Discount
rates of between 11.07% and 15.41% were applied during the reporting year (compared with
a range of between 9.33% and 14.65% in 2011):
Assumptions for impairment test
2012
in TCHF
2011
Growth rate
(for perpetuity)
Discount rate
(pre tax)
Growth rate
(for perpetuity)
Discount rate
(pre tax)
Hennecke
2%
13.80%
2%
12.23%
DMT
2%
14.78%
2%
13.23%
3S
2%
11.07%
2%
9.33%
Pasan
2%
11.43%
2%
9.55%
Somont
2%
13.21%
2%
11.78%
R&R AG
2%
13.11%
2%
13.81%
other CGU’s
2%
13.41–15.41%
1.5%
13.64%–14.65%
Report FY 2012 Corporate Governance Financial Report Other Information
The net present values are subject to exceptionally sensitive estimates and assumptions
specific to the activities pursued by the individual CGUs in Meyer Burger Group. These
estimates include:
–
–
–
–
–
–
Amount and timing of expected future cash flows
Tax and discount rates applied
Amount and timing of likely investment costs
Estimated market shares
Long-term sales forecasts
Behaviour of competitors (market launch of rival products, marketing activities, etc.)
For the purposes of preparing the financial plans, the estimation of future market performance
was also based on public solar market studies. In its capacity as a system integrator – from
wafers to solar modules – Meyer Burger Group has a unique product and solutions portfolio,
from which a specifically tailored configuration can be selected and implemented for the
customer. With its focus along the photovoltaics value added chain, Meyer Burger enables
its customers to combine the advantages of the individual production stages, reduce the
total cost of ownership and at the same time improve the overall performance and efficiency
of cells and modules.
Despite the challenging market situation, Meyer Burger remains committed in its specific
research and development activities and to increasing its technological lead and further
driving the process integration between wafer, cell and module technologies. All companies
are expected to post sales in line with the market average or – where they have a technological
lead – above the market average. Furthermore, as a result of the announced or already
implemented restructuring measures, the cost structure is being brought into line with
expected future market prices and contribution margins adjusted accordingly.
The estimated net present value of the achievable income of DMT based on value in use
exceeds the recoverable amount including goodwill by CHF 57.5 million and depends to a
large extent on the successful launch and market acceptance of diamond wire technology for
the production of solar wafers. Based on current technological developments in the sector,
Meyer Burger management expects solar wafers to be cut using diamond wire on a large
scale in the future, enabling DMT to achieve a significant market share. The estimated net
present value of the recoverable revenue would be the same as the recoverable amount if the
planned sales were 37.5% lower or, alternatively, if the operating margin was reduced by
6.7% of sales. If the assumed annual growth rate was reduced by one percentage point, the
net present value of the recoverable revenue would exceed the recoverable amount by
CHF 44 million.
The estimated net present value of the achievable income of 3S based on value in use
exceeds the recoverable amount including goodwill by CHF 37.1 million. When projecting
future sales, 3S has assumed that it will be able to build on the 2011 level up until 2014 and
then be able to participate in the expected expansion of the photovoltaics sales markets. The
cost-savings measures already implemented and agreed will help the EBITDA margin to rise
129
130
Meyer Burger Annual Report 2012 to the standard level for the industry by 2015. The module segment in which 3S operates is
expected to be the first market to expand. The estimated net present value of the achievable
income would be the same as the recoverable amount if the planned sales were 20% lower
or, alternatively, if the operating margin was reduced by 2.5% of sales. If the assumed annual
growth rate was reduced by one percentage point, the net present value of the recoverable
revenue would exceed the recoverable amount by CHF 16.5 million.
The estimated net present value of the achievable income of the Ortner companies based on
value in use exceeds the recoverable amount including goodwill by CHF 1.0 million. The
estimated net present value of the recoverable income of the Ortner companies (within the
other CGUs) based on value in use would be below the recoverable amount including goodwill
by around CHF 1.8 million if the level of growth assumed when calculating the estimated net
present value cannot be achieved or by around CHF 1 million if the calculation is based on a
discount rate that is 1% higher.
Impairment tests also at the other CGUs identified no need for impairments. When projecting
sales, Somont assumed that it would be able to build on the 2010 level up until 2015 before
subsequently recording very moderate growth. As a result of the cost-saving measures already
implemented and agreed, the EBITDA margin is expected to increase by around 5% compared
with 2010 between now and 2015. A 10% reduction in operating earnings or cash flow, a rise
in the discount rate of 1.0 percentage point or carrying out the calculation without a growth rate
would not result in any need for impairment for any of the other CGUs or for Somont.
Changes in goodwill
in TCHF
Goodwill as per 1.1.2011
Increase goodwill due to acquisition of Roth & Rau Group
Impairment R&R AG and OTB
Currency translation differences
Goodwill as per 31.12.2011
Currency translation differences
Goodwill as per 31.12.2012
1
180 486
88 564
–73 621
9 8931
205 323
–1 6001
203 723
ennecke, DMT, Somont, R&R AG – and within the other CGUs Mügge, MicroSystems, AIS and Ortner – prepare
H
their financial statements in their local currency, i.e. EUR or USD. Foreign currency valuation at the reporting date
resulted in currency translation differences as a result of translation into CHF. These translation differences were
taken to equity.
131
Report FY 2012 Corporate Governance Financial Report Other Information
6.14
Financial liabilities
in TCHF
31.12.2012
31.12.2011
1
242
Short-term
Liabilities banks
Derivative financial instruments
Short-term portion of long-term debts
Other
Short-term liabilities
14
247
785
1 030
39
89
839
1 608
Long-term
Straight bond
Loans
Other
129 201
−
3 774
8 244
−
13
Long-term liabilities
132 975
8 257
Financial liabilities
133 814
9 865
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 percent per annum and runs for 5 years (maturity date: 24 May 2017). The bond
issue is recognised as a financial instrument held to maturity and is accordingly valued at
amortised cost, applying the effective interest method. This measurement shows a
carrying amount of CHF 129.2 million at the end of the reporting period. The bond issue
was traded at a price of 94.0% as at 31 December 2012, resulting in a market value of
CHF 122.2 million on that date.
The CHF 180 million loan agreement concluded in April 2011 with several Swiss financial
institutions in order to fund acquisitions and working capital was renegotiated in the first
quarter of 2013. The newly concluded loan agreement with a term until 18 April 2015 is
divided into a guarantee and working capital limit totalling CHF 150 million, whereby a
maximum of CHF 60 million is available in the form of loans, if agreed upon by all syndicate
banks. A maximum of CHF 150 million is irrevocably available for bank guarantees and
pledges. The interest rate is LIBOR plus margin. The borrowers are Meyer Burger Technology
Ltd and Meyer Burger Ltd. No loans are currently being drawn from this loan agreement.
In addition to this new guarantee and working capital limit of CHF 150 million, Meyer Burger
Group also has the option, under the terms of the loan agreement, to take out a loan secured
by mortgage certificates of a maximum of CHF 50 million on existing company buildings. The
Group made use of this option in the first quarter of 2013 and concluded a CHF 30 million
loan secured by mortgage certificates with a banking consortium for the building in Thun. The
132
Meyer Burger Annual Report 2012 loan secured by mortgage certificates will be paid out in the first quarter of 2013. This inflow
of funds will further strengthen Meyer Burger Group’s liquidity.
As a result of the change of control at Roth & Rau AG when Meyer Burger Technology Ltd
acquired a majority participation, the guarantee credit lines in place at Roth & Rau AG had to
be suitably restructured in 2011. Roth & Rau AG therefore gave notice on its EUR 75 million
syndicated loan agreement with effect as per 22 December 2011. Since 23 December 2011
Roth & Rau Group has had EUR 42 million of bilateral guarantee credit lines made available
by Meyer Burger Technology Ltd through German banks on attractive terms.
The TCHF 3,774 of interest-bearing non-current loans outstanding as at 31 December 2012
were promissory note loans and loans provided by German financial institutions secured on
land charges. The carrying amount of pledged assets was TCHF 3,065.
133
Report FY 2012 Corporate Governance Financial Report Other Information
6.15Provisions
in TCHF
Warranties
Onerous
contracts Legal cases
Other
provisions
Total
Balance as of 1.1.2011
8 393
10 772
–
2 700
21 864
Changes in scope of consolidation
6 307
12 997
8 427
8 892
36 623
15 871
63 474
1 938
4 478
85 761
–13 125
–3 781
–
–7 592
–24 498
–1 207
–3 702
–
–1 589
–6 498
783
1 629
1 016
1 129
4 557
17 023
81 389
11 380
8 018
117 809
Increase
Use
Release
Currency translation differences
Balance as of 31.12.2011
Changes in scope of consolidation
–
–
–
–199
–199
3 099
11 492
491
8 634
23 716
Use
–6 256
–23 443
–2 094
–1 223
–33 016
Release
–2 932
–7 933
–1 687
–391
–12 944
–55
–115
–99
–33
–302
10 878
61 390
7 991
14 805
95 063
Increase
Currency translation differences
Balance as of 31.12.2012
Thereof short-term
31.12.2010
7 454
7 438
–
2 700
17 591
31.12.2011
16 120
58 819
11 380
7 499
93 818
31.12.2012
10 580
42 014
7 991
12 687
73 272
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.
Onerous contracts: provisions for contracts under which the unavoidable costs of meeting
the contractual obligations exceed the expected economic benefits. The outflow of economic
benefits is generally expected within the next 12 months, but within the next 30 months at the
most. At 31 December 2011 provisions totalling CHF 58.5 million had to be taken in the
financial statements for obligations to purchase specific components as a result of the
sudden collapse in demand and foreseeable changes in technology. Ultimately, in 2012, CHF
23.4 million resulted in a cash outflow. Successful negotiations with counterparties resulted
in amicable settlements in the amount of almost CHF 8 million, with the result that the
provisions could be reversed accordingly. A further review of the situation at the end of 2012
led, however, to the creation of new provisions of around CHF 11.5 million. An estimate of
expected use was made. The anticipated cash outflow may vary depending on actual use.
A change of 10% in expected use would have an impact of around CHF 4.9 million.
Provisions for litigation: In 2006 Roth & Rau AG entered into an agreement worth a total of
approximately EUR 58 million with Conergy SolarModule GmbH & Co. KG to supply and
install two cell manufacturing lines in Frankfurt an der Oder. Assembly and commissioning
took place in 2008 and 2009. Roth & Rau AG provided its services despite some missing
payments and a lack of cooperation on the part of Conergy SolarModule GmbH & Co. KG.
Roth & Rau AG believes that it is still entitled to some EUR 8 million under this agreement.
Conergy SolarModule GmbH & Co. KG is refusing to meet the company’s claim for payment
134
Meyer Burger Annual Report 2012 and alleges the company failed to meet its contractual obligations. It is counter-suing for
damages that are a multiple of Roth & Rau AG’s receivables. For this reason, the receivable
was already fully written off during the previous year. Since the beginning of February 2011,
proceedings have been pending at Hamburg District Court. The Executive Board of Roth &
Rau AG regards the claims made by Conergy SolarModule GmbH & Co. KG as baseless and,
on the basis of the limitation on liability agreed, assumes that in any event the residual
receivable of Roth & Rau AG will exceed the amount of any claims for damages that Conergy
SolarModule GmbH & Co. KG could assert. The opinion of the Executive Board has been
supported by opinions sought from two prestigious law firms. In response to the suit filed
against Roth & Rau AG by Conergy SolarModule GmbH & Co. KG at Hamburg District Court
in February 2011, a statement of defence, counter-suit and conditional counter-suit were
filed on 24 June 2011. Following changes in the composition of the Executive Boards/
Management Committees of both companies, an attempt was made in October 2011 to
reach an amicable settlement. No such settlement was reached, due to the very different
appraisals and assessments of the situation. A comprehensive response to the counter-suit
was submitted by Conergy SolarModule GmbH & Co. KG on 1 October 2012. The Executive
Board currently assumes that the provision taken in 2010 for litigation costs is sufficient.
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
increase compared with the previous year is largely attributable to the restructuring provision
of CHF 2.5 million resulting from the closing of the 3S Swiss Solar Systems AG site in Lyss
and the relocation of commercial activities to Thun.
135
Report FY 2012 Corporate Governance Financial Report Other Information
6.16
Other liabilities
in TCHF
31.12.2012
31.12.2011
Accrued expenses
20 348
35 159
Short-term employee benefits
17 583
18 141
6 575
17 721
44 506
71 021
2 213
1 890
Short-term
Other
Other short-term liabilities
Long-term
Other long-term employee benefits
Other
Other long-term liabilities
Other liabilities
12
180
2 225
2 070
46 731
73 090
6.17
Pension plans
The figures below primarily cover the defined benefit plans of the Swiss companies Meyer
Burger Technology Ltd, Meyer Burger Ltd (including the company 3S Swiss Solar Systems
AG merged in 2012) and Pasan SA. All of these Swiss companies are insured in a collective
insurance contract through an affiliation contract with AXA Stiftung Berufliche Vorsorge.
Additionally, as part of the acquisition of the R&R Group in 2011, pension plans for some key
members of staff in the R&R Group were also taken over. These are also included in the
following figures.
Analysis of balance sheet position
in TCHF
Present value of employee benefit obligation
Fair value of plan assets
Funded status
Unrecognised actuarial loss
Liabilities from defined benefit pension plans
31.12.2012
31.12.2011
93 668
83 113
–73 999
–70 065
19 669
13 049
–14 910
–9 223
4 759
3 825
2012
2011
Expenses pension plan
in TCHF
Current service cost
–4 486
–2 976
Interest cost
–2 159
–1 960
Expected return on plan assets
2 045
1 721
Actuarial losses recognised
–559
–252
–
–1 436
Expenses pension plan (defined benefit)
–5 161
–4 902
Expenses pension plan (defined contribution)
–1 573
–867
Total expenses pension plan
–6 733
–5 770
Past service cost
136
Meyer Burger Annual Report 2012 Reconciliation of defined benefit obligation
in TCHF
Balance as of 1.1.
2012
2011
83 113
64 767
Changes in scope of consolidation
Current service cost
Contributions by plan participants
–
4 181
4 486
2 976
3 989
3 722
–1 162
–1 171
Interest cost
2 159
1 960
Actuarial losses
8 366
3 406
Administration cost
Past service cost
–
1 436
Benefits paid
–7 283
1 836
Balance as of 31.12.
93 668
83 113
2012
2011
70 065
54 944
Reconciliation of fair value of plan assets
in TCHF
Balance as of 1.1.
Changes in scope of consolidation
Expected return on plan assets
–
4 519
2 045
1 721
Actuarial losses and gains
2 120
–234
Contributions by plan participants
3 989
3 722
Contributions by the employer
Administration cost
4 227
4 728
–1 163
–1 171
Benefits paid
–7 283
1 836
Balance as of 31.12.
74 000
70 065
31.12.2012
31.12.2011
Principal categories of plan assets and expected return
Shares
6.0%
7.0%
Bonds
1.0%
0.0%
Real estate Switzerland
Others
0.0%
0.0%
93.0%
93.0%
The actual return on plan assets in 2012 was TCHF 4,165 (2011: TCHF 1,487).
All of the Swiss companies are invested in a collective insurance contract through an affiliation
contract with AXA Stiftung Berufliche Vorsorge. This means that 100% of the investments
consist of direct claims against the insurance company or against the collective foundation.
The expected long-term return of 2.75% is based on historical experience with insurance
contracts and expected future income.
137
Report FY 2012 Corporate Governance Financial Report Other Information
The assets of the R&R Group pension plans for key individuals are invested in shares and
other investments. Across all the pension plans of Meyer Burger Group, the total assets of
some CHF 74 million are invested 6% in shares, 1% in bonds and 93% in other investments
in the form of direct claims against the collective foundation.
Expected ordinary employer contributions for 2013 are TCHF 4,226.
Principal actuarial assumptions
in TCHF
31.12.2012
31.12.2011
Discount rates
2.00%
2.50%
Expected rates of return on plan assets
2.75%
2.75%
Expected rates of salary increases
1.50%
1.50%
Expected inflation rate
Life expectancy and morbidity risk
1.00%
1.00%
BVG 2010
BVG 2010
31.12.2009
01.01.2009
5-years-overview
in TCHF
Present value of defined benefit obligation
Fair value of plan asset
Funded status
Experience adjustments of plan assets
Experience adjustments of plan liabilities
31.12.2012
31.12.2011
31.12.2010
93 668
83 113
64 767
40 096
33 213
–73 999
–70 065
–54 944
–36 293
–31 749
19 669
13 048
9 823
3 803
1 464
2 120
–234
175
71
–731
981
–2 640
–1 329
778
119
138
Meyer Burger Annual Report 2012 6.18
Deferred income taxes
Causes for deferred income taxes
in TCHF
Deferred tax assets
Deferred tax liabilities
31.12.2012
31.12.2012
31.12.2011
31.12.2011
Trade receivables
1 075
611
729
824
Inventories
5 723
6 519
8 750
13 857
290
1 358
3 344
2 041
2 961
1 758
61 426
78 407
2 147
Property, plant and equipment
Intangible assets
Other assets
Tax loss carry-forwards
Financial liabilities
465
923
765
65 052
52 944
–
–
6 671
4 358
10
–
Trade payables
3 505
3 436
4 248
5 668
Provisions
1 560
2 809
1 392
4 823
826
1 163
23
–
24
219
–
–
88 153
76 101
80 685
107 767
–11 709
–17 990
–11 709
–17 990
76 445
58 110
68 977
89 777
Liabilities from defined benefit plans
Other liabilities
Subtotal
Netting
Deferred income taxes
The deferred income taxes on trade receivables, inventories and trade payables are current
in nature.
The capitalised tax-loss carry-forwards mainly result from realised losses at Roth & Rau AG,
AMB Apparate + Maschinenbau GmbH and Diamond Material Technology, Inc. The
expectation is that it will be possible to use these carry-forwards in the medium term.
The outside basis differences, for which no deferred taxes were recognised totalled
TCHF 389,581 as at 31 December 2012 (31 December 2011: TCHF 664,641).
Reconciliation of deferred taxes (net)
in TCHF
Balance as of 1.1.
31.12.2012
31.12.2011
–31 667
–31 952
Changes in scope of consolidation
–
–9 272
Recognised through profit and loss
39 516
8 051
Currency translation differences
–381
1 506
Balance as of 31.12.
7 468
–31 667
The deferred taxes recognised through profit and loss in 2012 largely result from the
amortisation of intangible assets and the capitalisation of tax losses incurred during the
reporting year.
The deferred taxes recognised through profit and loss in 2011 largely resulted from the
amortisation of intangibles, the capitalisation of tax losses incurred in 2011 and the release
of capitalised losses brought forward from earlier periods.
139
Report FY 2012 Corporate Governance Financial Report Other Information
Tax loss carry-forwards, not recognised
in TCHF
Expiry in one year
31.12.2012
31.12.2011
5 449
6 940
Expiry in 2–3 years
–
–
Expiry in 4–5 years
1 170
1 179
Expiry over 5 years
121 983
107 890
Non-forfeitable
Tax loss carry-forwards not recognised
–
35
128 601
116 044
Of the tax loss carry-forwards not recognised, TCHF 107,129 (at a tax rate of 25%) relates to
tax losses incurred by Roth & Rau B.V. The current difficult environment for cell and module
producers, the reluctance on the part of the manufacturers of solar cells and modules to
make capital investments and the sluggish trend in incoming orders resulted in much lower
expectations of future profits. Since the current budgets indicate that it will not be possible to
earn sufficient profits to offset against the tax loss carry-forwards before they expire, they
could not be recognised.
The tax rates for the other tax loss carry-forwards not recognised vary between 29% and 36%.
6.19
Share capital
Number of
shares
in TCHF
45 584 723
2 279 236
Capital increase as of 10.04.2011
840 802
42 040
Capital increase as of 20.04.2011
245 506
12 275
1 051 059
52 553
47 722 090
2 386 104
420 928
21 046
48 143 018
2 407 150
Balance as of 1.1.2011
Option plans and share plans
Balance as of 31.12.2011
Option plans and share plans
Balance as of 31.12.2012
The share capital of Meyer Burger Technology Ltd as of 31 December 2012 was divided into
48,143,018 registered shares with a par value of CHF 0.05 each. The share capital is fully
paid in.
The capital increase costs of TCHF 56 (2011: TCHF 585) arising in connection with the 2012
capital increases were offset against the capital reserves.
No dividend was paid in the reporting period or in the previous year.
140
Meyer Burger Annual Report 2012 Conditional share capital
In accordance with Article 3b of the Company’s Articles of Association, dated 26 April 2012,
the share capital may be increased by a maximum amount of CHF 127,058.35 by means of
the issuance of not more than 2,541,167 fully paid-in registered shares with a nominal value
of CHF 0.05 each, by virtue of the exercise of option rights granted to employees and
members of the Board of Directors of the company or Group companies in accordance with
a plan to be worked out by the Board of Directors. The preferential rights of the shareholders
shall be excluded. The new registered shares will be subject to the restrictions set out in
Article 4 of the Articles of Association (in reference to limitations for registration in the share
register).
In accordance with Article 3c of the company’s Articles of Association, dated 26 April 2012,
the share capital may be increased by a maximum amount of CHF 200,000.00 by means of
the issuance of not more than 4,000,000 fully paid-in registered shares with a nominal value
of CHF 0.05 each, by virtue of the exercise of conversion and/or option rights in conjunction
with convertible bonds, bonds with option rights or other financial market instruments of the
Company or group companies.
The preferential 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 restrictions set out in Article 4 of the
Articles of Association (in reference to limitations for registration in the share register).
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 investments of the Company, 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 terms of the conditions or time plan of the issue.
If preferential 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.
Report FY 2012 Corporate Governance Financial Report Other Information
Authorised share capital
In accordance with Article 3a of the Company’s Articles of Association, dated 26 April 12, the
Board of Directors is authorised to increase the share capital of the Company by not more
than CHF 240,000.00 until 26 April 2014 by virtue of the issuance of not more than 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 limit or exclude the preferential 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 new investment
plans or in the event of a share placement to finance or refinance such transactions;
2) for the purposes of involving strategic partners or investors; or
3) in order to quickly and flexibly raise equity capital, which would be difficult to achieve with
preferential subscription rights.
The 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 limitations
for registration in the share register in accordance with Article 4 of the Articles of Association
of the Company.
141
142
Meyer Burger Annual Report 2012 6.20
Share-based payment
In 2006, the Board of Directors of Meyer Burger Technology Ltd approved an option plan for
its own members, the members of the Executive Board and other key employees, and
granted options based on this plan. The options were allocated by the Board of Directors free
of charge and are non-transferable. The exercise price was calculated in each case on the
basis of the average closing price on the last 20 trading days prior to the allocation date.
Every option entitles the holder to subscribe for one registered share. The options may be
exercised after the expiry of a set vesting period during the exercise period, and only while
the holder is an employee or Board member of the Company. Options that have not been
exercised will expire after the end of the exercise period.
The Board of Directors of Meyer Burger Technology Ltd decided in December 2009 to
replace the option plan with a share-based payment plan, which was applied for the first time
in 2010. A specific number of Meyer Burger shares can be allocated annually, in each case
with a vesting period of two years and an optional retention period of zero, three or five years
that can be chosen by the participant (the retention period follows the end of the vesting
period). The amount of the share-based payment is calculated using the rate on the day on
which the recipients of the shares are informed of the share allocation and the applicable
terms and conditions.
The option plan under paragraph 1 that was in force prior to the introduction of the sharebased payment plan will continue to run until such time as all options have been exercised,
expired or had to be cancelled. Options were last granted in 2010. The 537,486 still
outstanding options that had not been exercised as at 31 December 2012 related to options
granted in 2009 and 2010.
Share plan
The following shares were allocated in 2012:
Share-based payment
2012
Number of shares issued
Date of grant
Share price at date of grant in CHF
2011
347 857
136 160
5.4.2012
7.7.2011
13.70
37.30
Fair value of the granted shares in CHF
4 765 641
5 078 768
Acquisition price (nominal value) in CHF
0.05
0.05
143
Report FY 2012 Corporate Governance Financial Report Other Information
Option plan
Option plans
Average
Number
exercise
of options price in CHF
Balance as of 1.1.2011
1 578 788
Issued
Expired
Exercised
14.11
–
–
–16 622
16.40
–826 209
10.73
Balance as of 31.12.2011
735 957
17.85
Thereof exercisable
735 957
17.85
Issued
Expired
–
–
–115 686
15.17
Exercised
–82 785
11.59
Balance as of 31.12.2012
537 486
19.39
Thereof exercisable
537 486
19.39
The weighted average exercise price in the reporting period was CHF 15.52 (previous year:
CHF 34.56). The vesting periods of these options last granted in 2009 and of the option plans
acquired as part of the merger of 3S Industries AG in 2010 expired in 2011, with the result
that no further expenses were incurred in relation to these option plans during 2012.
Expiration of options
2012
Average
exercise
price in CHF
Year
2011
Average
Number
exercise
of options price in CHF
Number
of options
2011
–
–
–
–
2012
–
–
13.66
198 069
2013
19.39
537 486
19.39
537 888
–
537 486
–
735 957
2012
2011
Options
6.21
Net sales
in TCHF
Net sales from sales of goods
608 604
1 268 491
Net sales from rendering of services
20 972
22 137
Net sales from construction contracts
15 666
24 412
645 242
1 315 039
Net sales
144
Meyer Burger Annual Report 2012 6.22
Other income
in TCHF
2012
2011
Gain from sale of property, plant and equipment
560
3 536
Currency translation differences
485
4 793
Gain on foreign currency contracts
889
2 892
Gain from sale of investments
5 059
–
Income from a retroactive reduction in purchase price of an acquired company
1 691
–
Payment of adjusted receivables
1 966
–
Other income
9 721
9 033
20 370
20 254
2012
2011
–154 574
–129 593
–22 778
–15 751
Other income
6.23
Personnel expenses
in TCHF
Wages and salaries
Social security
Expenses pension plan (defined contribution)
–1 573
–867
Expenses pension plan (defined benefit)
–5 161
–4 902
Share-based payment expenses
–5 454
–5 288
Other long-term employee benefits
Temporary personnel
Other personnel expenses
Personnel expenses
6.24
–441
–383
–6 683
–19 531
–17 998
–18 424
–214 662
–194 739
2012
2011
–12 931
–12 203
Other operating expenses
in TCHF
Rental costs
Maintenance and repair
–6 004
–9 843
Vehicles and transportation expenses
–9 524
–27 835
Property insurance, fees and contributions
–4 890
–4 377
Energy and waste disposal expenses
–4 620
–2 855
Administration expenses
–9 901
–19 274
IT expenses
–6 352
–8 728
Marketing expenses
–6 384
–10 174
Loss on sale of property, plant and equipment
Expenses for research and development
Other operating expenses
Other operating expenses
–498
–812
–16 590
–20 019
–26 144
–18 799
–103 839
–134 920
145
Report FY 2012 Corporate Governance Financial Report Other Information
6.25
Financial income and expenses
in TCHF
2012
2011
974
4 083
Interests received
Cash and cash equivalents
Loans
Financial income
4
4
979
4 087
–1 021
–3 869
Interest paid
Liabilities banks
Loans
Straight bond
–163
–
–3 859
–
Impairment on financial assets
Loans
Currency translation differences (net)
Other financial expenses
–329
–
–4 316
–16 816
–516
–4 782
–10 204
–25 467
–9 226
–21 380
2012
2011
Current income taxes
–10 825
–42 235
Deferred income taxes
39 516
8 051
Income taxes
28 691
–34 184
Financial expenses
Financial result (net)
6.26
Income taxes
in TCHF
Income taxes
Reconciliation from expected to effective income taxes
Earnings before taxes (EBT)
Expected average weighted tax rate (%)
Expected income taxes
–144 594
70 009
22.50%
22.50%
32 534
–15 752
Causes for variances:
Deviation from tax rate to expected tas rate of the Group
6 165
34 414
–5 719
–7 996
Non-deductible expenses
–2 489
–27 910
Change of deferred income tax rate in comparison to previous year
–2 094
–774
–677
204
Waive of capitalisation of tax losses in reporting period
Income tax in other accounting periods
Subsequent recognition of tax loss carry forwards from previous years
Write-off of tax losses
553
145
–487
–16 556
Non-taxable income
425
158
Other effects
480
–117
Income taxes
28 691
–34 184
Effective income taxes %
19.8%
48.8%
146
Meyer Burger Annual Report 2012 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 item “Deviation of tax rate from expected tax rate of the Group” was especially impacted
in 2012 by the effect of realised losses made by foreign subsidiaries that are taxed at a higher
rate.
“Non-deductible expenses” mainly relate to the fact that the earnings from the sale/liquidation
of subsidiaries are taxed differently under local tax law compared with Group accounting.
The item “Deviation of tax rate from expected tax rate of the Group” was especially impacted
in 2011 by the tax relief granted to Swiss companies and the effect of realised losses made
by foreign subsidiaries that are taxed at a higher rate.
In the previous year, non-deductible expenses mainly related to goodwill impairment recognised
at Roth & Rau AG and Roth & Rau B.V. Capitalised tax loss carry-forwards at Roth & Rau
B.V. among others were also written off, as the expectation is that it will not be possible to
use these (see also comments under 6.18 Deferred income taxes).
6.27
Currency translation differences
in TCHF
2012
2011
Other income
485
4 793
Cost of products and services
928
975
Other operating expenses
373
–1 012
Financial expenses
–4 316
–16 816
Currency translation differences
–2 530
–12 061
2012
2011
–111 106
40 823
47 628
46 948
–2.33
0.87
6.28
Earnings per share
in TCHF
Basic
Net profit attributable to shareholders of Meyer Burger Technology Ltd (in TCHF)
Weighted average number of ordinary shares (in 1,000)
Basic earnings per share in CHF
Diluted
Net profit attributable to shareholders of Meyer Burger Technology Ltd (in TCHF)
Weighted average number of ordinary shares (in 1,000)
Contingently issuable shares from option plan (in 1,000)
Weighted average number of ordinary shares diluted (in 1,000)
Diluted earnings per share in CHF
–111 106
40 823
47 628
46 948
–
407
47 628
47 355
–2.33
0.86
147
Report FY 2012 Corporate Governance Financial Report Other Information
Basic earnings per share are calculated by dividing earnings for the reporting period by the
average number of outstanding shares. The dilution takes into account the possible influence
of the conversion of options from the employee participation programme.
As at 31 December 2012 there were no issued options included in the calculation of the
dilution, as the exercise prices of all options were higher than the average share price in 2012.
6.29
Contingent liabilities
There were contingent liabilities of TCHF 967 from potential purchase obligations from
suppliers as at 31 December 2012 (2011: CHF 3.7 million).
In the context of the downlisting, i.e. the relocation of the admission of the shares of Roth &
Rau AG from the regulated market (Prime Standard) of Frankfurt Stock Exchange and the
simultaneous listing of Roth & Rau AG shares on the open market (Entry Standard), a legal
case is pending before Leipzig Regional Court with regard to the setting of an appropriate
cash settlement with a minority shareholder. The Executive Board of Roth & Roth AG is
assuming that the legal action will be dismissed, not least on the basis of a decision of the
Federal Constitutional Court of 11 July 2012 according to which a downlisting does not
represent intervention in basic right to property. There are currently no signs that the case will
be resolved imminently.
6.30Leases
Future liabilities from operating lease
in TCHF
Due date in the following financial year
Due date from 1 to 5 years
31.12.2012
31.12.2011
7 500
9 892
19 883
24 387
Due date more than 5 years
30 607
22 688
Future liabilities from operating lease
57 990
56 967
10 462
9 606
–
–
Leasing expenses reflected in the income statement
Minimal lease payment
Conditional lease payment
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 29.7 million.
The expenses for operating lease obligations recognised in the income statement amounted
to CHF 10.5 million in the reporting period (previous year: CHF 9.6 million).
148
Meyer Burger Annual Report 2012 6.31
Fire insurance values
in TCHF
31.12.2012
31.12.2011
Inventories and equipment
299 475
362 271
Real estate
125 592
131 979
Fire insurance values
425 067
494 250
6.32
Business combinations
There were no business combinations pursuant to IFRS 3 at Meyer Burger Group during
2012.
6.33
Significant shareholders
Meyer Burger Technology Ltd has the following significant shareholders:
Shareholder
Voting share
31.12.2012
Generation Investment Management LLP
USA-New York
Peter Pauli
CH-Möhlin
Platinum Investment Management Limited
AUS-Sydney
> 5%
3.22%1
> 3%
31.12.2011
BlackRock Inc.
USA-New York
> 5%
Credit Suisse Asset Management Funds AG
CH-Zurich
> 3%
Peter Pauli
CH-Möhlin
3.21%1
1
The voting rights reflect the participation held by registered shares and restricted shares.
149
Report FY 2012 Corporate Governance Financial Report Other Information
6.34Compensation, participations and loans to members of the Board of
Directors, Advisory Board and Executive Board (disclosure in accordance
with the Swiss Code of Obligations)
6.34.1 Compensation to members of the Board of Directors
2012
Share-based
compensation 2
(number) Share-based
compensation 2
(CHF)
Additional
compensation 3
(CHF)
Social
security 4
(CHF)
Total
(CHF)
Name
Position in Board
of Directors
Peter M. Wagner
Chairman
203 000
7 647
104 382
276 169
4 301
587 852
Dr Alexander Vogel
Vice Chairman
111 000
3 100
42 315
–
9 334
162 649
Rudolf Samuel Güdel
Member
70 000
2 067
28 215
–
5 950
104 165
Peter Pauli
Member 6)
–
–
–
–
–
–
Dr Dietmar Roth
Member 7)
55 000
2 067
28 215
–
–
83 215
Heinz Roth
Member
93 000
2 067
28 215
–
7 851
129 066
Prof Dr Konrad Wegener
Member
55 000
2 067
28 215
–
4 760
87 975
587 000
19 015
259 555
276 169
32 196
1 154 920
Honorarium 1
(CHF)
Share-based
compensation 2
(number) Share-based
compensation 2
(CHF)
Additional
compensation 3
(CHF)
Social
security 4
(CHF)
Total
(CHF)
Total
Honorarium 1
(CHF)
2011
Name
Position in Board
of Directors
Peter M. Wagner
Chairman
203 000
2 500
93 125
244 200
20 425
560 750
Dr Alexander Vogel
Vice Chairman
106 622
1 500
55 875
–
9 142
171 639
Rudolf Samuel Güdel
Member
70 000
1 000
37 250
–
5 552
112 802
Peter Pauli
Member 6)
–
–
–
–
–
–
Dr Dietmar Roth
Member 7)
–
–
–
–
–
–
Heinz Roth
Member
93 000
1 000
37 250
–
7 376
137 626
Rolf Wägli
Member 8)
51 150
–
–
–
19 715
70 865
Prof Dr Konrad Wegener
Member
55 000
1 000
37 250
–
4 362
96 612
578 772
7 000
260 750
244 200
66 572
1 150 294
Total
ees as a member of the Board of Directors and as a member of the Board of Directors’s committees.
F
T he shares were allocated at nominal value of CHF 0.05 on 5 April 2012. The share price at the time of the allocation was CHF 13.70. In calculating the total
compensation, the allocate shares were valued at CHF 13.65. The shares have a vesting period of two years. Upon termination of an individual’s employment contract
or Board membership, the shares for which the two-year vesting period has not expired yet will be returned to the company. For more information to the share plan
see Note 6.20.
3
T he additional compensation for Peter M. Wagner in 2012 corresponds to the compensation for his function as CEO of Roth & Rau AG. The additional compensation
for Peter M. Wagner in 2011 includes the compensation for the following services rendered:
– Consultancy services for Meyer Burger Technology Ltd until 3 October 2011. The compensation for this function totalled TCHF 31 in 2011.
– C onsultancy services for Somont GmbH for the development of the strategic positioning. The compensation for this function totalled TCHF 63 in 2011.
– C hief Operating Officer (COO) for AMB Apparate+Maschinenbau GmbH until the end of March 2011. The compensation for this function was TCHF 45 in 2011.
– C EO of Roth & Rau AG since 4 October 2011. The compensation for this function amounted to TCHF 105 in 2011.
4
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 in the course of 2012.
5
T he shares were allocated at a nominal value of CHF 0.05 on 7 July 2011. The share price at the time of the allocation was CHF 37.30. In calculating the total
compensation, the allocated shares were valued at CHF 37.25. The shares have a vesting period of two years. Upon termination of an individual’s employment
contract or Board membership, the shares for which the two-year vesting period has not expired yet will be returned to the company. For more information to the share
plan see Note 6.20.
6
T he remuneration as a member of the Board of Directors of Peter Pauli is included in the compensation as member of the Executive Board.
7
D r Dietmar Roth is a member of the Board of Directors since 3 October 2011. For his function as a board member he is entitled to a compensation from 2012.
8
Rolf Wägli was a member of the Board of Directors until 18 July 2011.
1
2
150
Meyer Burger Annual Report 2012 6.34.2 Compensation to members of the Technological Advisory Board
2012
Honorarium
(CHF)
Total
(CHF)
Chairman
23 000
23 000
Member 1
–
–
Sylvère Leu
Member 1
–
–
Ralf Preu
Member
15 000
15 000
Prof Dr Konrad Wegener
Member
Name
Position
Prof Dr Eicke Weber
Dr Patrick Hofer-Noser
Total
–
–
38 000
38 000
Honorarium
(CHF)
Total
(CHF)
2011
Name
Position
Prof Dr Eicke Weber
Chairman
23 000
23 000
Dr Patrick Hofer-Noser
Member 1
–
–
Sylvère Leu
Member 1
–
–
Ralf Preu
Member
15 000
15 000
Prof Dr Konrad Wegener
Member
Total
1
–
–
38 000
38 000
T he fees paid to Dr Patrick Hofer-Noser and Sylvère Leu for serving on the Advisory Board are included in their
compensation as members of the Executive Board.
6.34.3 Compensation to members of the Executive Board
2012
Name
Position
Peter Pauli
CEO
Other members of the
Executive Board 4
Total
Basic 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
137 190
21 451
294 061
9 900
111 985
863 835
755 300
338 060
31 207
425 976
23 485
240 633
1 783 453
1 066 000
475 250
52 658
720 036
33 384
352 618
2 647 288
Basic salary 1
(CHF)
Bonus
(CHF)
Share related
compensation 2
(number)
Share related
compensation 2
(CHF)
Compensation
in kind 3
(CHF)
Social
benefits
(CHF)
Total
(CHF)
310 700
263 500
10 000
372 500
9 330
119 547
1 075 577
2011
Name
Position
Peter Pauli
CEO
Other members of the
Executive Board 4
Total
801 017
513 470
20 200
752 450
30 512
450 618
2 548 067
1 111 717
776 970
30 200
1 124 950
39 842
570 165
3 623 644
Peter Pauli was a member of the Board of Directors until 14 January 2010 and again from 21 April 2011 onwards. His basic salary includes his contractually agreed
fixed salary as CEO of the company and his pro-rata fee as a member of the Board of Directors.
2
The shares were allocated on 5 April 2012 (2011: 7 July 2011) with a par value of CHF 0.05. The share price at the time of issue was CHF 13.70 (2010: CHF 37.30). In
calculating the total compensation, the allocated shares were valued at CHF 13.65 (2011: CHF 37.25). The shares have a vesting period of two years. Upon termination
of an individual’s employment contract or Board membership, the shares for which the two-year vesting period has not yet expired will be returned to the company.
For further information on the share plan, see Note 6.20. Peter Pauli was also granted 784 shares for his 10-year anniversary during 2012. The share price upon
allocation of these 784 shares was CHF 15.25.
3
Compensation in kind includes the payment for private use of a company car. The sum declared in the salary statement for tax declaration under “private share of
company car” was applied as a component of salary.
4
The Executive Board was expanded on 1 August 2011 to include the newly created post of Chief Operating Officer (COO). With effect from 1 April 2012, Dr Patrick
Hofer-Noser assumed the function of Renewable Energy Systems Officer within Meyer Burger Group. He left the Executive Board of Meyer Burger Technology Ltd
with effect from the same date. His share of compensation is included in the compensation of other members of the Executive Board accordingly up until 31 March
2012.
1
Report FY 2012 Corporate Governance Financial Report Other Information
6.34.4 Compensation to related parties
Balances and transactions between companies within the scope of consolidation (see Note
2.4) have been 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 and options to the Board of Directors and Executive
Board is disclosed in detail in Note 6.34.1.
The company and Meyer Burger 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 scope of the services performed came to TCHF 354
in 2012 and TCHF 1,218 in 2011.
In addition to serving as a member of the Board of Directors, Peter M. Wagner has been Chief
Executive Officer of Roth & Roth AG since 4 October 2011. The compensation for this role
totalled TCHF 280 in 2012. Mr Wagner provided the following services in 2011:
– Consultancy services for Meyer Burger Technology Ltd in the period to 3 October 2011.
Compensation for this amounted to TCHF 31 in 2011.
– Strategic positioning consultancy to Somont GmbH. Compensation for this amounted to
TCHF 63 in 2011.
– Acting as temporary Chief Operating Officer (COO) of AMB Apparate + Maschinenbau
GmbH up to the end of March 2011. Compensation for this amounted to TCHF 45 in
2011.
– Chairman of the Executive Board of Roth & Rau AG from 4 October 2011 onwards.
Compensation for this amounted to TCHF 105.
The company buys services from Blaser Swisslube AG, a 100% subsidiary of KORAS AG.
Board member Heinz Roth is also a member of the Board of Directors of KORAS AG. Services
procured in 2012 amounted to TCHF 4,151 (2011: TCHF 4,399).
The company buys services from the Güdel Group. Rudolf Güdel is a member of the Board
of Directors of Meyer Burger Technology Ltd. He owns an interest in the Güdel Group and is
also a member of its Board of Directors. The total value of procured services during the 2012
reporting year was TCHF 679 (2011: TCHF 6,888). Companies in the Güdel Group purchased
goods and services from Pasan SA in the amount of TCHF 4 in 2011.
The company performed services for the Solar Industries Group in 2011. Until 18 July 2011,
Rolf Wägli was a member of the Board of Directors of Meyer Burger Technology Ltd. He was
also a member of the Board of Directors of Solar Industries Group. Prior to Mr Wägli stepping
down from the Board, services in the amount of TCHF 4,031 were performed in 2011.
The company buys services from CLS Communication AG (a wholly-owned subsidiary of
CLS Corporate Language Services Holding AG). CFO Michel Hirschi is a member of the
Board of Directors of CLS Corporate Language Services Holding AG. The services purchased
came to TCHF 20 in 2012 (2011: TCHF 61).
151
152
Meyer Burger Annual Report 2012 Of the compensation to related parties described above, an amount of TCHF 4,132
(31 December 2011: TCHF 5,074) had not yet been paid as at 31 December 2012 and was
recognised as a liability in the balance sheet. As at 31 December 2012 receivables due from
related parties totalled TCHF 1,492 (31 December 2011: TCHF 928).
No unusual transactions were effected with either the main shareholders or other related
parties.
6.34.5 Compensation to former Board members
No compensation was paid to former Board members in 2012 or 2011.
6.34.6 Loans and credits to members of the Board of Directors or the Executive Board
As of 31 December 2012 and 31 December 2011, there were no company loans or credits
outstanding to the current members of the Board of Directors, the Technological Advisory
Board 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.
6.34.7 Participations in the company
2012
The members of the Board of Directors and the Executive Board (including related parties)
held the following participations through shares, option rights and restricted shares in Meyer
Burger Technology Ltd as of 31 December 2012:
Registered
shares
(number)
Options 1
(number)
Restricted
shares 2
(number)
Total
participation 3
(in % of
outstanding
shares)
Chairman of the Board
of Directors
16 876
25 000
10 147
0.11%
Vice Chairman of the Board
of Directors
57 168
15 000
21 100
0.19%
Name
Position
Peter M. Wagner
Dr Alexander Vogel
Rudolf Samuel Güdel Member of the Board
of Directors
4 513
7 143
4 067
0.03%
Heinz Roth
Member of the Board
of Directors
17 002
10 000
3 067
0.06%
Dr Dietmar Roth
Member of the Board
of Directors
2 940
–
2 067
0.01%
Prof Dr Konrad
Wegener
Member of the Board
of Directors
3 537
3 571
4 067
0.02%
Peter Pauli
Chief Executive Officer
1 220 784
–
331 567
3.22%
Bernhard Gerber
Chief Operating Officer
Michel Hirschi
Chief Financial Officer
Sylvère Leu
Chief Innovation Officer
2 920
35 000
12 267
0.10%
85 000
50 000
49 400
0.38%
–
–
21 140
0.04%
Details of the options are shown in the table below.
Details of shares not yet vested are shown in the table below.
Total participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing the
participation (including options) as a percentage of the number of outstanding registered shares as of 31 December
2012.
1
2
3
153
Report FY 2012 Corporate Governance Financial Report Other Information
Details of options
Details of total options held by the members of the Board of Directors and the Executive
Board as of 31 December 2012:
Number of
options
Exercise price
(CHF)
07.09.2009
135 000
14.01.2010
10 714
Grant date
Ratio
Vesting
period
Exercise period
19.50
1:1
2 years
07.09.2011–06.09.2013
6.41
1:1
various
various.
The options were granted free of charge. They are non-transferable. Each option entitles the
holder to subscribe for one registered share in Meyer Burger Technology Ltd. After the
defined vesting period the options may be exercised during the exercise period, but only if
the holder is an employee or Board member of the Company. Options that have not been
exercised will expire after the end of the exercise period.
Details of shares in vesting period
Number of
shares
Vesting until
05.04.2012
70 889
30.03.2014
07.07.2011
32 100
30.06.1203
Grant date
154
Meyer Burger Annual Report 2012 2011
The members of the Board of Directors, the Technology Advisory Board and the Executive
Board (including related parties) held the following participations through shares, option
rights and restricted shares in Meyer Burger Technology Ltd as of 31 December 2011:
Registered
shares
(number)
Options 1
(number)
Restricted
shares 2
(number)
Total
participation 3
(in % of
outstanding
shares)
Name
Position
Peter M. Wagner
Chairman of the Board
of Directors
4 000
50 000
5 000
0.12%
Dr Alexander Vogel
Vice Chairman of the
Board of Directors
65 000
30 000
3 000
0.21%
Rudolf Samuel Güdel Member of the Board
of Directors
–
7 143
2 000
0.02%
Heinz Roth
Member of the Board
of Directors
10 000
10 000
2 000
0.05%
Dr Dietmar Roth
Member of the Board
of Directors
490 468
–
–
1.03%
Prof Dr Konrad
Wegener
Member of the Board
of Directors
–
3 571
2 000
0.01%
Prof Dr Eicke Weber
Chairman of the Technology
Advisory Board
0.02%
Peter Pauli
Chief Executive Officer
Bernhard Gerber
Chief Operating Officer
Michel Hirschi
Patrick Hofer-Noser
Sylvère Leu
Chief Innovation Officer
1
2
–
10 000
–
1 220 000
–
310 900
3.21%
420
35 000
6 500
0.09%
Chief Financial Officer
140 000
100 000
87 000
0.69%
Chief Technology Officer
217 714
61 607
12 500
0.61%
–
–
10 600
0.02%
Details of the options are shown in the table below.
Details of shares not yet vested are shown in the table below.
Total participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing the participation
(including options) as a percentage of the number of outstanding registered shares as of 31 December 2011.
3
Details of options
Details of total options held by the members of the Board of Directors, the Technology
Advisory Board and the Executive Board as of 31 December 2011:
Grant date
Number of
options
Exercise price
(CHF)
Ratio
Vesting
period
Exercise period
04.11.2008
90 000
15.37
1:1
2 years
04.11.2010–04.11.2012
07.09.2009
145 000
19.50
1:1
2 years
07.09.2011–06.09.2013
72 321
6.41
1:1
various
various
14.01.2010 1
1
The options issued in 2010 were options from the 3S Industries AG option plan which were acquired as part of the
merger with 3S Industries AG and integrated into the Meyer Burger Technology Ltd option plan.
The options were granted free of charge. They are non-transferable. Each option entitles the
holder to subscribe for one registered share in Meyer Burger Technology Ltd. After the
defined vesting period the options may be exercised during the exercise period, but only if
the holder is an employee or Board member of the Company. Options that have not been
exercised will expire after the end of the exercise period.
155
Report FY 2012 Corporate Governance Financial Report Other Information
Details of shares in vesting period
Grant date
Number of
shares
Vesting until
07.07.2011
37 200
30.06.2013
15.12.2010
37 300
30.11.2012
6.35Disclosures on implementation of a risk assessment pursuant to the
Swiss Code of Obligations
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 2012, the Board of
Directors discussed the risk portfolio during 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.
6.36
Events after the balance sheet date
In light of the continuing difficult market environment, Meyer Burger announced a new
programme of optimisation and consolidation measures in November 2012. The employees
affected by these measures in Switzerland had their contracts terminated in January 2013.
As part of the implementation of these restructuring measures, a social plan was agreed with
the employees concerned at the Thun site in January 2013. This plan encompasses bonuses
based on the number of years’ service, termination payments for employees aged 55 or over,
and one-off compensation payments per child and training allowance received by the
employee. Additionally, the employees concerned will be supported by various bodies as
they seek new employment, with the necessary activities in this regard having already begun.
Meyer Burger anticipates costs of around TCHF 650 in relation to the benefits and support
promised to these employees.
As described under Note 6.14, Meyer Burger Ltd concluded a CHF 30 million loan secured
by mortgage certificates for the building in Thun during the first quarter of 2013. The loan
secured by mortgage certificates will be paid out in the first quarter of 2013.
156
Meyer Burger Annual Report 2012 Report of the auditor
Report FY 2012 Corporate Governance Financial Report Other Information
Report of the auditor
157
158
Meyer Burger Annual Report 2012 Financial Statements Meyer Burger Technology Ltd
Balance sheet
in TCHF
31.12.2012
31.12.2011
56 539
99 107
Assets
Current assets
Cash and cash equivalents
Treasury shares
Receivables intercompany
Other receivables third parties
Other receivables intercompany
Accruals
Total current assets
2 277
719
13 012
11 689
702
920
198 139
162 244
436
396
271 105
275 075
384 070
383 715
27 940
36 491
Total assets
Investments
Loans intercompany
Property, plant and equipment
Intangible assets
−
11
910
910
Total long-term assets
412 920
421 127
Total assets
684 025
696 202
Liabilities and equity
Liabilities
Liabilities third parties
912
1 275
Liabilities intercompany
180
307 392
6 415
3 345
Deferrals
Long-term financial liabilities
Long-term provisions
Total liabilities
129 201
−
344
234
137 052
312 246
Equity
Share capital
Capital contribution reserves
2 407
2 386
235 636
229 685
General reserves
−855
4 457
Reserves for treasury shares
7 383
2 090
Retained earnings
302 402
145 338
Total equity
546 973
383 956
Total liabilities and equity
684 025
696 202
159
Report FY 2012 Corporate Governance Financial Report Other Information
Income statement
in TCHF
1.1.–31.12.2012
1.1.–31.12.2011
Income
Other operating income
15 151
12 412
170 000
111 498
Financial income
5 010
3 061
Interest income
9 904
8 529
200 065
135 500
9 458
7 017
Dividend income
Total income
Expenses
Personnel expenses
Compensation to the Board of Directors
Administration expenses
Financial expenses
629
613
8 796
10 262
14 434
3 288
Bank interest and fees
5 351
4 189
Loss from currency translations
4 322
16 725
Depreciation and amortisation
Taxes
Total expenses
Net profit
11
51
–
–53
43 001
42 092
157 064
93 408
160
Meyer Burger Annual Report 2012 Notes to the financial statements
Information on significant investments
in TCHF
31.12.2012 31.12.2011
Meyer Burger Ltd, Thun
Purpose: Manufacturing and trading in machines and their parts
Share capital
Percentage of capital held
500
500
100%
100%
Meyer Burger GmbH, Langenfeld
Purpose: Holding of participations of Meyer Burger Group in Germany (Holding company)
Common stock
Percentage of capital held
41
41
100%
100%
MB Services AS, Porsgrunn
Purpose: Providing of services
Common stock
Percentage of capital held
20
20
100%
100%
MB Services Pte Ltd., Singapore
Purpose: Providing of services
Common stock
Percentage of capital held
0
0
100%
100%
Meyer Burger Co. Ltd., Taiwan
Purpose: Providing of services
Common stock
Percentage of capital held
166
166
100%
100%
Meyer Burger Systems (Shanghai) Co. Ltd., Shanghai
Purpose: Providing of services
Common stock
1 080
1 080
Percentage of capital held
100%
100%
3S Swiss Solar Systems AG, Lyss
Purpose: Management and operation of companies in the area of solar energy
Share capital
Percentage of capital held
−
0%
3 0001
100%
Pasan SA, Neuchâtel
Purpose: Manufacturing, purchase and sales of electronic, electromechanical and
audiovisual solar power plants
Share capital
Percentage of capital held
102
102
100%
100%
Meyer Burger S.L., Barcelona
Purpose: Providing of services
Common stock
Percentage of capital held
1
3S Swiss Solar Systems AG was merged with Meyer Burger Ltd on 01.07.2012.
4
4
100%
100%
161
Report FY 2012 Corporate Governance Financial Report Other Information
in TCHF
31.12.2012
31.12.2011
Meyer Burger India Private Ltd, Pune Indien
Purpose: Providing of services
Common stock
Percentage of capital held
326
21
99%
85%
MB Systems Co. Ltd, Seoul
Purpose: Providing of services
Common stock
Percentage of capital held
45
45
100%
100%
MBT Systems GmbH, Langenfeld
Purpose: Holding of participations of Meyer Burger Group in Germany (Holding company)
Common stock
Percentage of capital held
33
33
100%
100%
Other operating income
Other operating income in fiscal year 2012 includes mainly management fees that were
invoiced to the consolidated group companies.
Dividend income
The disclosed dividend income of TCHF 170,000 in fiscal year 2012 reflects the dividend
payout for fiscal year 2011 that was authorised by the Ordinary General Meeting of
Shareholders of Meyer Burger Ltd, Thun, on 10 May 2012.
Interest income
The disclosed interest income in fiscal year 2012 mainly 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.
Financial expenses
The disclosed financial expenses in fiscal year 2012 mainly include value adjustments of
receivables as well as the valuation of treasury shares at the balance sheet date.
Loss from currency translations
Negative currency translation effects on the valuation of intercompany loans to foreign
subsidiaries, which were granted during fiscal year 2012, led to a loss from foreign currency
translations. This loss is primarily due to the new valuation of these intercompany loans.
Lease obligations not recorded in the balance sheet
Lease obligations not recorded in the balance sheet amounted to TCHF 191 in fiscal year
2012 and to TCHF 242 in the previous year.
Liabilities to pension funds
There were no liabilities to pension funds.
162
Meyer Burger Annual Report 2012 Straight bond
Meyer Burger Technology Ltd issued a straight bond in the amount of TCHF 130,000 in May
2012. The interest is 5 per cent, the bond matures in May 2017.
Guarantees, pledged assets, binding letter of comfort
As at 31 December 2012, Meyer Burger Technology Ltd guarantees for a syndicated credit
line for Meyer Burger Ltd with a maximum of TCHF 180,000. The syndicated loan agreement
was renegotiated in the first quarter of 2013 and the credit limit was reduced to a maximum
of CHF 150 million. At the same time, it also reduced the guarantee by Meyer Burger
Technology Ltd on the amount mentioned. Details to the new loan agreement are available
on page 112 in the Notes to the consolidated financial statements.
Meyer Burger Technology Ltd guarantees a credit line with Credit Suisse of TEUR 1,016 for
Meyer Burger Ltd with a pledge (Faustpfandverschreibung) up to a maximum amount of
TEUR 1,070.
Meyer Burger Technology Ltd is borrower of two guaranteed facilities from German financial
institutions in an amount of EUR 25 million each (total EUR 50 million). The guaranteed
facilities can be drawn by subsidiaries by way of pledges/guarantees for advance payments,
warranties and completions. They cannot be drawn for collateralisation of loans. The use of
the guarantee facilities amounted to a total of EUR 19 million as of 31 December 2012.
Meyer Burger Technology Ltd issued a binding letter of comfort in favour of Roth & Rau,
which secures the allocation of liquidity by Meyer Burger Technology Ltd up to a maximum
amount of EUR 50 million, should such need arise. Out of this amount, Roth & Rau group
companies have drawn EUR 19.2 million as of 31 December 2012.
Meyer Burger Technology Ltd guarantees the fleet master agreement with a global guarantee
of TCHF 2,000 and for the OTC contract with Credit Suisse with TCHF 1,500.
Share capital
The share capital of Meyer Burger Technology Ltd as of 31 December 2012 is divided into
48,143,018 registered shares with a nominal value of CHF 0.05. The share capital is fully paid in.
Conditional share capital
In accordance with Article 3b of the Company’s Articles of Association, dated 26 April 2012,
the share capital may be increased by a maximum amount of CHF 127,058.35 by means of
the issuance of no more than 2,541,167 fully paid-in registered shares with a nominal value
of CHF 0.05 each, by virtue of 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 worked out by the Board of Directors. The preferential rights of the
shareholders shall be excluded. The new registered shares shall be subject to the restrictions
set forth in Article 4 of the Articles of Association (in reference to limitations for registration in
the share register).
In accordance with Article 3c of the Company’s Articles of Association, dated 26 April 2012,
the share capital may be increased by a maximum amount of CHF 200,000.00 by means of
the issuance of no more than 4,000,000 fully paid-in registered shares with a nominal value of
CHF 0.05 each, by virtue of the exercise of conversion and/or option rights in conjunction with
Report FY 2012 Corporate Governance Financial Report Other Information
convertible bonds, bonds with option rights or similar financial market instruments of the
Company or of group companies.
The preferential 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 restrictions set forth in Article 4 of
the Articles of Association (in reference to limitations for registration in the share register).
The Board of Directors may limit or withdraw the right of the 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 conjunction
with the financing or refinancing of the acquisition of an enterprise or parts of an enterprise
or with participations or new investments of the Company; or
2)an issue by firm underwriting by a bank or a 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 terms of the conditions or the time plan of the issue.
If preferential 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.
Authorised share capital
In accordance with Article 3a of the Company’s Articles of Association, dated 26 April 2012,
the Board of Directors is entitled to increase the share capital of the Company by not more
than CHF 240,000.00 until 26 April 2014 by virtue of 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 limit or exclude the preferential 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;
2) for the purpose of the participation of strategic partners or investors;
3) in order to quickly and flexibly raise equity capital, which would be difficult to achieve with
preferential subscription rights.
163
164
Meyer Burger Annual Report 2012 The increase can 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, as
well as the date of entitlement to dividends. Shares issued under these terms are subject to
limitations for registration in the share register in accordance with Article 4 of the Articles of
Association of the Company.
Treasury shares
No. of shares
Price per share
Value of
treasury shares
45 521
12.60
574
6 680
24.06
161
Issuance of employee shares
–1 230
12.60
31.12.2011
50 971
in TCHF
01.01.2011
Repurchase of employee shares
Repurchase of employee shares
Purchase of treasury shares
Issuance of employee shares
Sale of treasury shares
31.12.2012 1
33 631
23.22
781
694 266
15.09
10 476
–7 537
–16.89
–127
–434 536
–15.50
–6 735
336 795
5 113
Value adjustment
31.12. 2012 2
–15
719
–2 837
336 795
2 276
Shares of Meyer Burger Technology Ltd held by subsidiaries
in TCHF
01. 01. 2011
No. of shares
Price per share
Value of
treasury shares
–
–
–
Increase through share participation plan 2010 3
21 550
28.85
622
Increase through share participation plan 20114
21 180
37.25
789
Decrease through share participation plan 2010 5
–900
28.85
–26
Decrease through share participation plan 20115
–360
37.25
–13
41 470
–
1 371
1 494
31.12.2011
Increase through share participation plan 2012 6
109 471
13.65
Decrease through share participation plan 2010 5
–20 650
28.85
–596
31.12. 2012 1
130 291
–
2 270
1
2
3
4
5
6
alued at historical costs
V
Valued at closing rate as per 31 December 2012
S hare participation plan 2010: The shares were allocated at CHF 28.85 on 15.12.2010. The shares were issued out of
the conditional capital and issuance to the subsidiaries took place on 15 March 2011. The shares have a vesting
period of two years starting from the date of the allocation.
S hare participation plan 2011: The shares were allocated at CHF 37.25 and have a vesting period of two years starting
from the date of the allocation.
If employees leave the Company, the shares for which the two year vesting period has not expired, will revert
to the Company. The Company will compensate the German subsidiary with the price as per the date of the issuance.
S hare participation plan 2012: The shares were allocated at CHF 13.65 and have a vesting period of two years
starting from the date of the allocation.
165
Report FY 2012 Corporate Governance Financial Report Other Information
Capital contribution reserves
Out of the total amount of TCHF 235,636 as of 31 December 2012, TCHF 229,685 were
approved by the tax authorities for the capital contributions and are therefore available for
distribution free of value added tax.
Significant shareholders
Shareholder
Voting rights
31.12. 2012
Generation Investment Management LLP
UK-London
> 5%
Peter Pauli
CH-Möhlin
3.22% 1
Platinum Investment Management Limited
AUS-Sydney
> 3%
31.12. 2011
BlackRock Inc.
USA-New York
> 5%
Credit Suisse Asset Management Funds AG
CH-Zurich
> 3%
Peter Pauli
CH-Möhlin
3.21% 1
1
T he voting rights reflect the participation held by registered shares and restricted share.
166
Meyer Burger Annual Report 2012 Compensation, participations and loans to the members of the Board of Directors, the
Advisory Board and the Executive Board (Disclosure in accordance with Swiss Code of
Obligations)
For details to the compensation please refer to the Notes of the consolidated statements on
page 149 of this Annual Report.
Information on the procedure of a risk assessment
For a description of the risk management, please refer to page 155 in the Notes to the
consolidated financial statements.
167
Report FY 2012 Corporate Governance Financial Report Other Information
Proposal by the Board of Directors for the
appropriation of distributable profits
in TCHF
2012
2011
Proposal by the Resolution by the
Board of General Meeting
Directors of Shareholders
For decision by the General Meeting
Balance carried forward from the previous year
145 338
51 930
Net profit for the period
157 064
93 408
Distributable profits
302 402
145 338
Proposal by the Board of Directors
Allocation to the capital reserves
–
–
Balance to be carried forward
302 402
145 338
Distributable profits
302 402
145 338
168
Meyer Burger Annual Report 2012 Report of the auditor
Report FY 2012 Corporate Governance Financial Report Other Information
Report of the auditor
169
170
Meyer Burger Annual Report 2012 Five-Year Summary
Meyer Burger Group
in TCHF
2012
2011 2010
2009
2008
Consolidated income statement
Incoming orders
223 396
876 788
1 329 828
193 748
575 541
Order backlog (as of 31 December)
405 535
909 881
1 048 535
516 367
829 832
Net sales
645 242
1 315 039
826 005
420 943
448 378
Operating income after costs of products and services
285 331
608 026
408 752
170 076
183 829
44.20%
46.2%
49.5%
40.4%
41.0%
–33 170
278 367
187 535
63 323
82 663
in % of net sales
Earnings before interest, taxes, depreciation and amortization (EBITDA)
in % of net sales
Earnings before interest and taxes (EBIT)
in % of net sales
–5.1%
21.2%
22.7%
15.0%
18.4%
–135 375
116 686
127 851
41 314
60 138
–21.0%
8.9%
15.5%
9.8%
13.4%
Earnings before taxes (EBT)
–144 594
70 009
93 369
39 317
49 858
Net result
–115 904
35 825
97 949
29 177
35 017
1 100 797
1 377 352
1 066 799
460 195
398 776
390 628
641 938
624 564
283 745
284 651
Long-term assets
710 170
735 414
442 234
176 450
114 124
Current liabilities
242 015
486 898
372 300
178 178
205 773
Consolidated balance sheet (as of 31 December)
Total assets
Current assets
Non-current liabilities
230 725
127 920
51 572
85 730
67 286
Equity
628 057
762 534
642 927
196 287
125 717
57.1%
55.4%
60.3%
42.7%
31.5%
Equity ratio
Cash Flow Statement
Cash flow from operating activities
–168 013
218 758
347 520
55 265
22 747
Cash flow from investing activities
–67 997
–320 096
10 147
–50 794
–57 665
–59 399
–62 671
–16 495
–5 845
–16 165
111 583
–38 020
–53 557
48 851
11 733
630
Investments in property, plant and equipment
Cash flow from financing activities
Employees 1
No. of employees (as of 31 December)
2 186
2 791
1 276
738
Net sales by employee in CHF
258
651
716
639
849
Operating income after costs of products/services by employee in CHF
114
301
355
258
348
1
Employees refers to fulltime equivalent basis (FTE)
Market capitalisation
Share price performance since IPO (November 2006)
in CHF million
1036%
50
809%
40
582%
30
355%
20
127%
10
–100%
0
1500
2012
2011
2010
2009
2012
2011
2010
2009
2008
0
2008
500
2006
1000
M eyer Burger
Technology Ltd
SPI Index
SPI index rebased to
MBTN share price
Source: Swissquote
171
Report FY 2012 Corporate Governance Financial Report Other Information
Information for Investors and the Media
Important dates
25 March 2013: Publication Fiscal Year Results 2012
Press and Analyst Conference, SIX Swiss Exchange, Zurich
25 April 2013: Ordinary Annual General Meeting,
Stade de Suisse, Berne
15 August 2013: Publication Half-Year Results 2013,
Press and Analyst Conference, SIX Swiss Exchange, Zurich
Details to the registered shares
Swiss valor number
ISIN
Listing
Ticker Symbol
Reuters
Bloomberg
Nominal value per registered share
Number of outstanding shares
Share price high/low 2012
Year end closing price 2012
10850379
CH0108503795
SIX Swiss Exchange
MBTN
MBTN.S
MBTN SW
CHF 0.05
48 143 018 as of 31 December 2012
CHF 19.45 / CHF 5.60
CHF 6.76
Details to the 5% straight bond 2017
Swiss valor number
ISIN
Listing
Ticker Symbol
Reuters
Bloomberg
Coupon
Issued amount
Maturity
Bond price high/low 2012
Year end closing price 2012
18498778
CH0184987789
SIX Swiss Exchange
MBT12
MBTN
MBTNSW
5.00% p.a.
CHF 130 000 000
24 May 2017
105.00% / 86.55%
94.00%
Further Information
Accounting Standard
Auditors
IFRS
PricewaterhouseCoopers AG
Contact Address
Meyer Burger Technology Ltd
Schorenstrasse 39
CH-3645 Gwatt (Thun)
Switzerland
Phone +41 33 221 28 00
Fax +41 33 221 28 08
Email mbtinfo@meyerburger.com
www.meyerburger.com
Investor Relations
Michel Hirschi
Chief Financial Officer
Phone +41 33 221 28 00
Fax +41 33 221 28 08
Email ir@meyerburger.com
Media Relations
Werner Buchholz
Head of Corporate Communications
Phone +41 33 221 28 00
Fax +41 33 221 28 08
Email werner.buchholz@meyerburger.com
Ingrid Carstensen
Corporate Communications
Phone +41 33 221 28 00
Fax +41 33 221 28 08
Email ingrid.carstensen@meyerburger.com
172
Meyer Burger Annual Report 2012 Adress Details
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,
Email mbtinfo@meyerburger.com,
www.meyerburger.com
AIS Automation Dresden GmbH
Otto-Mohr-Strasse 6, 01237 Dresden, Germany
Phone +49 3512 1660, Fax +49 3512 1663 000,
Email support@ais-automation.com
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,
Email information@dmt-inc.com,
www.dmt-inc.com
Hennecke Systems GmbH
Aachener Strasse 100, 53909 Zuelpich, Germany
Phone +49 2252 9408 01, Fax +49 2252 9408 98,
Email info@hennecke-systems.de,
www.hennecke-systems.de
Meyer Burger Ltd
Schorenstrasse 39, 3645 Gwatt (Thun), Switzerland
Phone +41 33 221 21 00, Fax +41 33 221 25 10,
Email mbinfo@meyerburger.ch,
www.meyerburger.ch
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 7250, Fax +86 21 6350 4715,
Email jin.li@meyerburger.cn,
www.meyerburger.com/en/
Pasan SA
Rue Jaquet-Droz 8, 2000 Neuchâtel, Switzerland
Phone +41 32 391 16 00, Fax +41 32 391 16 99,
Email info@pasan.ch, www.pasan.ch
MicroSystems GmbH
Gewerbering 3, 09337 Hohenstein-Ernstthal,
Germany
Phone +49 3723 4988 0, Fax +49 3723 4988 25,
Email info@microsystems.de,
www.microsystems.de
Muegge GmbH
Hochstrasse 4-6, 64385 Reichelsheim,
Germany
Phone +49 6164 9307 0, Fax +49 6164 9307 93,
Email info@muegge.de, 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 ortner.info@roth-rau.com,
www.roth-rau.com/ortner
Somont GmbH
Im Brunnenfeld 8, 79224 Umkirch, Germany
Phone +49 7665 9809 7000, Fax +49 7665 9809
7999, Email info@somont.com, www.somont.com
Sales and Service companies
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 7250, Fax +86 21 6350 4715,
Email Sales: jin.li@meyerburger.cn,
Email Service: service@meyerburger.cn,
www.mb-services.ch
MB Systems Co. Ltd
7F, Othrys B/D, 154-3, Samsung-dong,
Gangnam-gu, Seoul 135-090, Korea
Phone +82 2 3454 0701, Fax +82 2 3454 0760,
Email info@mbsystems.kr,
www.meyerburger.com/en/
Meyer Burger Co. Ltd
An der Baumschule 6-8, 09337 HohensteinErnstthal, Germany
Phone +49 3723 6685 0, Fax +49 3723 6685 100,
Email info@roth-rau.de, www.roth-rau.de
13F-1, No. 8 Zingiang Road, Zhubei City,
Hsin Chi County 302, Taiwan
Phone +886 3 657 86 12, Fax +886 3 657 85 24,
Email info@meyerburger.tw,
www.meyerburger.com/en/
Roth & Rau B.V.
Meyer Burger India Private Ltd
Roth & Rau AG
Luchthavenweg 10, 5657 EB Eindhoven,
Netherlands
Phone +31 4025 81581, Fax +31 4025 09855,
Email info.nl@roth-rau.com, www.roth-rau.com
14 Commerce Avenue, Mahaganesh Colony,
Paud Road, 411 038 Pune, India
Phone +91 20 2545 9531 / 32,
Fax: +91 20 2545 9530,
Email s.raibagi@meyerburger.in,
www.meyerburger.com/en/
MBT Systems Ltd
309 Route 94, Columbia, NJ, 07832, USA
Phone +1 908 496 8999, Fax +1 908 496 8998,
Email sales@mbt-systems.com,
www.meyerburger.com/en/
Service companies
Meyer Burger KK
Ishikawa Building 4F, 2-5-5 Kudan Minami,
102-0074 Chiyoda-ku, Tokyo, Japan
Phone +81 3 5211 2123, Fax +81 3 4496 4206,
Email service@meyerburger.jp,
www.meyerburger.com/en/
MBT Systems Ltd
23562 N Clara Ln, 97124 Hillsboro, OR, USA
Phone +1 503 645 3200, Fax +1 503 645 6707,
Email spoc@mbt-systems.com,
www.mb-dwsclicingsystems.com
MB Services Pte. Ltd
20, Tuas South Avenue 14, 637312 Singapore,
Singapore
Phone +65 6686 2170, Fax +65 6686 2173,
Email service@meyerburger.sg,
www.meyerburger.com/en/
Declaration on Forward-Looking Statements
This Report contains statements that constitute “forward-looking 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 this Report. Meyer Burger does not undertake any obligation to update any forward-looking
statements contained in this Report as a result of new information, future events or otherwise.
This Report is also available in German. The original German language version is binding.
The Report can be viewed online: 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 2013
Climate neutral manufactured by Linkgroup.
Meyer Burger Technology Ltd
Schorenstrasse 39
CH-3645 Gwatt (Thun)
Switzerland
mbtinfo@meyerburger.com
www.meyerburger.com