We make our customers successful. - Oerlikon Barmag

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Saurer does not issue stock to employees or Board members, unless acquired through the stock option programs. The Graziano stock option program pertains to Graziano stock. On a consolidated group level, the program in substance amounts to a phantom stock program resulting in cash compensation, since no Graziano stock is issued without being purchased back immediately. The basic philosophy of compensation for Senior Management can be summarized as follows: While the overall compensation over the midterm must be in line with the market, the yearly compensation should clearly reflect the financial results of the group or of the unit of responsibility. Variable elements (cash bonus and return from stock options) should constitute a significant portion of the total compensation. All cash bonuses are related to elements of profit (operating profit, net income) and of assets and cash management (net debt, return on net operating assets, selected assets). Saurer measures operating profit and net operating assets for all business units on a worldwide consolidated basis, which allows compensation for key figures such as asset turns and returns on net operating assets. All senior managers and managers of business units have several yearly objectives with pre-defined ranges of cash bonuses. The minimum of cash bonuses is zero. Compensation and objectives of Senior Management and business unit managers are defined between the CEO and the Chairman, and approved by the full Board of Directors once a year. 100
5.2 Compensations in detail. Summary Table – 2003 Compensation. All amounts in EUR except where otherwise stated. Other cash Salaries & Cash payments Contribution Annual Compensation board fees bonuses 1) and fees 2) Total cash to pensions Non-Executive Members of the Board 403 288 – 194 458 597 746 – Members of the Senior Management 1 297 160 1 784 106 145 228 3 226 495 377 125 Former Members of the Board Former Members of the – 693 252 371 877 1 065 129 – Senior Management 31 569 – – 31 569 14 924 Individual with highest compensation3) 111 423 963 329 44 336 1 119 088 79 449 Chairman of the Board 78 921 – 82 830 161 751 – Number of Number of Number of Number of Value of Value of Gain from options options options shares loans options options Long Term Compensation issued4) held5) exercised held6) outstanding issued4) exercised Non-Executive Directors of the Board 18 000 112 720 – 126 957 – 39 066 – Members of the Senior Management 30 500 124 000 3 000 1 000 – 218 645 39 701 Former Members of the Board Former Members of the – 15 500 – 500 – – – Senior Management – 26 000 – – – – – Individual with highest compensation3) 3 000 7 000 – – – 21 506 – Chairman of the Board 8 000 35 000 – 126 357 – 17 363 – 1) Cash bonuses paid in 2003 refer to the performance in the prior year. This also includes payments under the Graziano stock option plan. 2) In 2003 no severance payments were included in this amount. The cash payments to a former member of the board are compensation for a board membership at a subsidiary, combined also with significant legal and tax consulting work on a success basis. The “cash bonus” stands for the gain from exercising stock options of the subsidiary. 3) A member of the senior management (not the CEO). The bonus mainly originated from a long term incentive program. 4) A total of 140 800 options were issued, of which 92 300 with a value of EUR 661 670 were allocated to non-executive employees. The share options granted provide the right to purchase one share per option. The closing price at the grant date was CHF 52.25 per share, the exercise price also CHF 52.25 per share. These options will vest 50% two years after the date of grant and 100% three years after grant. They will expire five years after grant on November 19, 2008. These options are not tradeable, and had a tax value as of date of grant of CHF 10.90 (EUR 7.17), calculated based on the Black-Scholes method. Strike prices have a dilution protection, they are adjusted in line with changes of the nominal value of the Saurer shares. 101
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LIVING SAURER. THE ANNUAL REPORT 20
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The business year 2003. 9 Financial
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THE BUSINESS YEAR 2003. 9
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Asian markets in particular, led by
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tion, teams made up of members from
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concentrated mainly on Turkey. To a
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Saurer generates 70% of its textile
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Outlook. This year it is especially
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A company is more than its balance
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The internationality and the perfor
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Our economic strength provides us w
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FINANCIAL REPORT 2003.
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Management’s discussion of result
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Page 31 and 32: Management’s discussion of result
Page 34 and 35: Consolidated income statement for t
Page 36 and 37: Consolidated cash flow statement fo
Page 38 and 39: Organization and business activity
Page 40 and 41: Provisions are set up for current l
Page 42 and 43: By division (continued) Notes to th
Page 44 and 45: Notes to the consolidated financial
Page 54 and 55: 21 Related parties Notes to the con
Page 56 and 57: Share % share Consol- Company Locat
Page 58 and 59: MULTIPLE YEAR COMPARISON.
Page 60 and 61: Balance sheet (EUR 000) 31.12.03 31
Page 62 and 63: Multiple year comparison Balance sh
Page 64 and 65: Saurer Ltd. - Income statement for
Page 66 and 67: Notes (CHF) Saurer Ltd. - Notes to
Page 68 and 69: Report of the statutory auditors to
Page 70 and 71: 88 Saurer Textile Solutions H. Fisc
Page 72 and 73: egarding the number of shares eligi
Page 74 and 75: Group, Tiengen (1975 to 1980). Chie
Page 76 and 77: 3.3 Cross-involvement. There is no
Page 78 and 79: The CEO as Delegated Member regular
Page 80 and 81: 4.2 Education, professional backgro
Page 84 and 85: 5) Options held as of December 31,
Page 86 and 87: 6.5 Registrations in the share regi
Page 88 and 89: ADDRESSES WORLDWIDE.
Page 90 and 91: Addresses worldwide. Company Addres
Page 92 and 93: SHARE STATISTICS.
Page 94: Imprint. Publisher: Saurer Ltd. Con
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