ANNUAL REPORT 2008/09 - Sonova

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Options/Warrants – Executive Equity Award Plan The exercise price of the options/warrants is generally equal to the market price of the Sonova share at the SIX Swiss Exchange at grant date. The fair value of the options/warrants granted is estimated at grant date and recorded as an expense over the corresponding vesting period. Assumptions are made regarding the forfeiture rate which is adjusted during the vesting period to ensure that in the end only a charge for vested amounts occurred. While the options may be exercised between the end of the vesting period and the expiration date of the options the tradable warrants may be sold between the end of the vesting period and the expiration date of the warrants. If options are exercised, shares are issued from the conditional share capital. In the case of warrants, shares are issued from the conditional share capital in relation 25:1. Warrant Appreciation Rights (WARs)/Share Appreciation Rights (SARs) – Executive Equity Award Plan The exercise price of the WARs/SARs is generally equal to the market price of the Sonova share at the SIX Swiss Exchange at grant date. Upon exercise of a WAR/SAR, a participant shall be paid, in cash, an amount equal to the products of the number of shares for which the participant exercised WARs/SARs, multiplied by the excess, if any, of the per-share market price at the date of exercise over the per-share exercise price (determined at the date of grant of WARs/SARs). The initial fair value of the WARs/SARs is in line with the valuation of the warrants/options of the respective period and recorded as an expense over the vesting period. Until the liability is settled, it is revalued at each reporting date recognizing changes in fair value in the income statement. The WARs/SARs may be sold between the end of the vesting period and the expiration date of the WARs/SARs. The carrying amount of the liability relating to the WARs at March 31, 2009 is CHF 0.4 million (previous year CHF 0.4 million) and the remaining life is 4.5 years. The carrying amount of the liability relating to the SARs at March 31, 2009 is CHF 0.2 million (previous year CHF 0.3 million) and the remaining life is three years. Assumptions for valuation at grant date 104 CONSOLIDATED FINANCIAL STATEMENTS Executive Equity Award Plan 2009 Type 1 Executive Equity Award Plan 2009 Type 2 Executive Equity Award Plan 2008 Valuation date 01.02.2009 01.02.2009 01.02.2008 Expiration date 28.02.2014 28.02.2017/20201) 28.02.2013 Share price on grant date CHF 56.00 CHF 56.00 CHF 96.00 Exercise price CHF 56.00 CHF 56.00 CHF 96.00 Volatility 32.2 % 32.2 % 26.6 % Expected dividend yield 1.82 % 1.82 % 0.73 % Weighted risk free interest rate Weighted average fair value 1.4 % 2.1 % 2.5 % of options/warrants issued CHF 11.08 CHF 15.02 CHF 25.00 1) The options are split into 4 equal tranches with the following expiration dates: 28.02.2017, 28.02.2018, 28.02.2019, 29.02.2020. The fair value of options/warrants at grant date was determined by using an “Enhanced American Pricing Model”. The expected volatility is based on the historical volatility.
Summary of outstanding and exercisable options/ warrants/WARs/SARs at March 31, 2009 Exercise price range (CHF) Number Average remaining life (years) Outstanding options/ warrants/WARs/SARs Exercisable Weighted average exercise price (CHF) Number Weighted average exercise price (CHF) 28.00 9,000 0.8 28.00 9,000 28.00 39.00 349,425 1.3 39.00 249,425 39.00 56.00 (Type 1) 518,040 4.9 56.00 56.00 56.00 (Type 2) 160,000 9.4 56.00 56.00 63.25 257,365 1.8 63.25 169,037 63.25 95.05 881,475 3.3 95.05 298,629 95.05 96.00 372,974 3.9 96.00 84,956 96.00 28.00 – 96.00 2,548,279 3.7 73.66 811,047 70.54 Changes in outstanding options/warrants 2008/09 2007/08 Number of options/ warrants 2) Weighted average exercise price (CHF) Number of options/ warrants 2) Weighted average exercise price (CHF) Outstanding options/warrants at April 1 2,007,162 76.20 1,975,939 63.59 Granted 639,860 56.00 391,824 96.00 Exercised/sold1) (180,128) 43.87 (326,362) 27.98 Forfeited (29,595) 76.52 (34,239) 34.34 Outstanding options/warrants at March 31 2,437,299 73.29 2,007,162 76.20 Exercisable at March 31 789,497 69.86 431,743 55.40 1) Total consideration from exercise/sale of options/warrants amounted to CHF 7.3 million (previous year CHF 9.1 million). The weighted average share price of the options exercised during the year 2008/09 was CHF 80.48 (previous year CHF 110.21). 2) Number of warrants have been adjusted according to exercise ratio 25:1. CONSOLIDATED FINANCIAL STATEMENTS 105
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ANNUAL REPORT 2008/09 PIONEERS IN H
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AT A GLANCE Key Figures in 1,000 CH
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CONTENT 2 CHAIRMAN’S FOREWORD 4 C
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Andy Rihs and explain the advantage
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Dr. Valentin Chapero Rueda systems
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FINANCIAL YEAR 2008/09 SOLID GROWTH
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espectively in local currencies. Fi
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A hearing system helps children wit
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Given the unchanged megatrends, Son
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prehensive portfolio of hearing sys
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Naída IX Nios micro iSense The wir
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SUSTAINABILITY SUSTAINABLE COMMITME
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Professional development: the key t
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Sonova has a Group-wide set of supp
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Phonak’s SoundRecover technology
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Group structure Operational Group s
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Shareholders Registered shareholder
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The following overview shows the sh
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Shareholders’ participation right
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Heliane Canepa Member, non-executiv
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Work methods of the Board of Direct
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Paul Thompson GVP Corporate Develop
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Alexander Zschokke GVP Marketing Ha
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Auditors Duration of the mandate an
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CORPORATE GOVERNANCE 49
Page 57 and 58: CONTENT FINANCIAL REPORT 54 CFO’S
Page 59 and 60: Innovation was and remains the most
Page 61 and 62: Sonova Group consolidated cash fl o
Page 63 and 64: Reported performance 2007/08 2) Und
Page 65 and 66: Consolidated Balance Sheets Assets
Page 67 and 68: Consolidated Statements of Recogniz
Page 69 and 70: The Group is currently assessing th
Page 71 and 72: the carrying amount is increased or
Page 73 and 74: Leasing Assets that are held under
Page 75 and 76: Segment reporting A business segmen
Page 77 and 78: Held-to-maturity investments Held-t
Page 79 and 80: view to determining employee benefi
Page 81 and 82: 1,000 CHF 2007/08 Europe Americas A
Page 83 and 84: 8. Taxes 1,000 CHF 2008/09 2007/08
Page 85 and 86: Diluted earnings per share 2008/09
Page 87 and 88: The carrying amounts of trade accou
Page 89 and 90: Tangible assets (buildings, plant a
Page 91 and 92: 1,000 CHF 31.3.2008 Cost Goodwill S
Page 93 and 94: Earn-out provisions include the pre
Page 95 and 96: Market risk Exchange rate risk The
Page 97 and 98: 1,000 CHF 31.03.2008 Due less than
Page 99 and 100: 26. Movements in share capital Issu
Page 101 and 102: Assets and liabilities resulting fr
Page 103 and 104: 28. Related party transactions 1,00
Page 105 and 106: Amounts recognized in the income st
Page 107: 30. Employee share option and share
Page 111 and 112: Share Purchase Plan (granted 2005,
Page 113 and 114: 34. Exchange rates The following ma
Page 115 and 116: Company name Activity Domicile Shar
Page 117 and 118: Opinion In our opinion, the consoli
Page 119 and 120: Balance Sheets Assets 1,000 CHF Not
Page 121 and 122: 2.4 Risk assessment Sonova Holding
Page 123 and 124: in CHF 2007/08 Fixed fee Attendance
Page 125 and 126: Payments to former members of the B
Page 127 and 128: Shareholdings of the Management Boa
Page 129 and 130: Warrants EEAP 08 2) Options EEAP 07
Page 131 and 132: Company name Activity Domicile Shar
Page 133 and 134: Appropriation of Available Earnings
Page 135 and 136: Opinion In our opinion, the fi nanc
Page 137 and 138: Unitron Hearing B.V. Ir. D.S. Tuijn
Page 139 and 140: Disclaimer This report contains for
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ANNUAL REPORT 2008/09 - Sonova

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