Jacobs Holding AG Annual Report 2010 (PDF, 3.7 - Jacobsag.com
Jacobs Holding AG Annual Report 2010 (PDF, 3.7 - Jacobsag.com
Jacobs Holding AG Annual Report 2010 (PDF, 3.7 - Jacobsag.com
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
JACOBS HOLDING <strong>AG</strong> ANNUAL REPORT <strong>2010</strong><br />
ANNUAL REPORT <strong>2010</strong><br />
HOLDING <strong>AG</strong>
TABLE OF CONTENTS<br />
P<strong>AG</strong>E<br />
JACOBS HOLDING <strong>AG</strong> AND THE JACOBS FOUNDATION 2<br />
HIGHLIGHTS OF <strong>2010</strong> 5<br />
REPORT FROM THE CHAIRMAN AND<br />
THE CHIEF EXECUTIVE OFFICER 7<br />
STAKEHOLDERS’ MANUAL<br />
OUR PRINCIPLES 12<br />
OUR ORGANIZATIONAL MODEL 14<br />
OUR GOVERNANCE STRUCTURE 15<br />
PERFORMANCE METRICS 16<br />
JACOBS HOLDING <strong>AG</strong> BOARD OF DIRECTORS 19<br />
JACOBS HOLDING <strong>AG</strong> MAN<strong>AG</strong>EMENT 23<br />
PORTFOLIO<br />
ADECCO SA 30<br />
BARRY CALLEBAUT <strong>AG</strong> 34<br />
INFRONT SPORTS & MEDIA <strong>AG</strong> 37<br />
<strong>AG</strong>RI BUSINESS 40<br />
FINANCIAL STATEMENTS <strong>2010</strong><br />
BALANCE SHEET JACOBS HOLDING <strong>AG</strong> 44<br />
STATEMENT OF INCOME JACOBS HOLDING <strong>AG</strong> 46
ANNUAL REPORT <strong>2010</strong><br />
HOLDING <strong>AG</strong>
2<br />
JACOBS HOLDING <strong>AG</strong> AND<br />
THE JACOBS FOUNDATION<br />
<strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> optimally enhances the <strong>Jacobs</strong> Foundation’s ability to influence the<br />
social dimension of the world in which we live, thereby continuing our family’s long-held<br />
<strong>com</strong>mitment to the improvement of society.<br />
JACOBS HOLDING <strong>AG</strong><br />
HISTORY <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> is a professional investment <strong>com</strong>pany founded on our<br />
family’s entrepreneurial legacy. Over generations, the <strong>Jacobs</strong> family has been involved in<br />
business operations which are united in <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>, our holding <strong>com</strong>pany<br />
domiciled in Zurich. To understand <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>, it is important to bear in mind<br />
the dynamic relationship we maintain with the <strong>Jacobs</strong> family. While our past endeavours<br />
may have focussed primarily on entrepreneurial business achievements, these ambitions<br />
were always underpinned by a <strong>com</strong>mitment to social betterment.<br />
MISSION <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>’s goal as an investment firm is to create value by investing<br />
in a select group of <strong>com</strong>panies with the potential and promise of achieving and maintaining<br />
global leadership positions in their sectors. The resulting dividends are used<br />
exclusively to fund the philanthropic endeavours of the <strong>Jacobs</strong> Foundation.<br />
BACK TO TOP
THE JACOBS FOUNDATION<br />
HISTORY The <strong>Jacobs</strong> Foundation was established in 1988 to equip young people for a<br />
changing world and help them be<strong>com</strong>e productive and socially responsible members of<br />
society. In order to be able to fulfill the Foundation’s mission for an indefinite period,<br />
Klaus J. <strong>Jacobs</strong> donated his stake in <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> to the Foundation in 2001,<br />
making it one of the world’s best-capitalized non-profit organizations devoted to youth<br />
development. These assets are intended to secure the financing of the Foundation’s<br />
activities in the future.<br />
MISSION The <strong>Jacobs</strong> Foundation primary purpose is to contribute to the welfare, social<br />
productivity, and social inclusion of current and future generations of children and youth<br />
by understanding and promoting their personal development and employability, their<br />
respect for and integration with nature and culture, as well as by understanding the<br />
challenges they face due to social, economic, or technological changes. Consequently we<br />
are <strong>com</strong>mitted to:<br />
> making children and youth (0 – 24 years) better equipped to grow up and live in<br />
a changing world and to be productive, socially responsible members of society;<br />
> supporting societies in improving their capacities of child and youth development;<br />
> pursuing this vision worldwide without national limitation but with respect for<br />
cultural diversity.<br />
BACK TO TOP<br />
3
HIGHLIGHTS OF <strong>2010</strong><br />
In financial year <strong>2010</strong> (1.10.2009 – 30.9.<strong>2010</strong>) the net asset value of the <strong>Jacobs</strong> <strong>Holding</strong><br />
<strong>AG</strong> investment pool increased by CHF 299m, from CHF 2’577m to CHF 2’876m.<br />
The total shareholder return (TSR) of CHF 343m, or 13.3%, overperformed the Swiss<br />
Market Dividend Adjusted Index (SMIC), which yielded 2.5% during the same period.<br />
A negative development in the share price of Adecco SA (-6.8%) and a positive<br />
development in the share price of Barry Callebaut <strong>AG</strong> (+25.3%) yielded an overall<br />
positive performance.<br />
<strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> posted an after-tax loss of CHF 42.9m for <strong>2010</strong>, <strong>com</strong>pared with<br />
a profit of CHF 93.9m in 2009.<br />
Adecco was confronted with an exceptional turnover decrease in 2009, followed<br />
by positive recovery in the first half of fiscal year <strong>2010</strong>. Its new business setup and<br />
organizational adjustments will allow Adecco to profit from the next upswing.<br />
Barry Callebaut reported solid financial figures for the financial year ending<br />
31.08.<strong>2010</strong>. Volumes and revenues increased along with earnings despite a flat global<br />
market. Barry Callebaut has continued its focused growth strategy.<br />
Infront enjoyed yet another strong financial performance despite the difficult<br />
economic environment. The <strong>com</strong>pany successfully delivered the FIFA World Cup in<br />
South Africa, winning an award for the first 3D production of a football tournament.<br />
BACK TO TOP<br />
READ MORE ON P<strong>AG</strong>E 6<br />
READ MORE ON P<strong>AG</strong>E 6<br />
READ MORE ON P<strong>AG</strong>E 17<br />
READ MORE ON P<strong>AG</strong>E 46<br />
READ MORE ON P<strong>AG</strong>ES 8, 30<br />
READ MORE ON P<strong>AG</strong>ES 7, 34<br />
READ MORE ON P<strong>AG</strong>ES 8, 37<br />
5
TOTAL SHAREHOLDER RETURN INDEX (TSR)<br />
SWISS MARKET DIVIDEND ADJ. INDEX (SMIC)<br />
TARGET PERFORMANCE 2001 – <strong>2010</strong><br />
6<br />
ADECCO (INCL. JACOBS VENTURE<br />
& TRIVENTURA)<br />
BARRY CALLEBAUT<br />
INFRONT SPORTS & MEDIA<br />
CASH AND CASH EQUIVALENTS<br />
TOTAL SHAREHOLDER RETURN (TSR) 2001 – <strong>2010</strong><br />
KEY FACTORS 2009/10 TSR +13.3%<br />
SMIC +2.5%<br />
TARGET +7.2%<br />
300<br />
260<br />
220<br />
180<br />
140<br />
100<br />
60<br />
SEP<br />
01<br />
MAR<br />
02<br />
SEP<br />
02<br />
MAR<br />
03<br />
SEP<br />
03<br />
MAR<br />
04<br />
SEP<br />
04<br />
MAR<br />
05<br />
NET ASSET VALUE DEVELOPMENT IN FINANCIAL YEAR 2009/<strong>2010</strong><br />
CHF MILLION<br />
3’500<br />
3’000<br />
2’500<br />
2’000<br />
1’500<br />
1’000<br />
500<br />
0<br />
BACK TO TOP<br />
2‘577<br />
NET<br />
ASSET<br />
VALUE<br />
2009<br />
132<br />
LIABILITY<br />
2009<br />
SEP<br />
05<br />
ASSET<br />
ALLOCATION<br />
2009<br />
MAR<br />
06<br />
SEP<br />
06<br />
25<br />
CHANGE<br />
IN<br />
LIABILITY<br />
MAR<br />
07<br />
SEP<br />
07<br />
CHANGE<br />
IN NET<br />
ASSET<br />
VALUE<br />
MAR<br />
08<br />
SEP<br />
08<br />
ASSET<br />
ALLOCATION<br />
<strong>2010</strong><br />
MAR<br />
09<br />
SEP<br />
09<br />
299 157<br />
LIABILITY<br />
<strong>2010</strong><br />
MAR<br />
10<br />
SEP<br />
10<br />
2‘876<br />
NET<br />
ASSET<br />
VALUE<br />
<strong>2010</strong>
REPORT FROM THE CHAIRMAN AND<br />
THE CHIEF EXECUTIVE OFFICER<br />
Overall, our portfolio <strong>com</strong>panies look back at a successful year in a difficult environ ment.<br />
In July <strong>2010</strong> the world GDP growth consensus for <strong>2010</strong> was 4.6%: a good-looking<br />
number at first sight, but not that great for our major markets when you realize that the<br />
BRIC states make up 8.8% while the advanced economies account for 2.7% and<br />
Euroland for just 1.1%. At least a recovery from the recession is in the offing and we<br />
believe that a double dip is not very likely, although we remain concerned about the risk of<br />
sovereign defaults (Greece and Spain) and other systemic risks.<br />
Last year our outlook was cautiously positive and we hoped that our portfolio would<br />
generate value above the standard indices. We are happy to see that our views have<br />
material ized in performance of 13.3%, clearly above our benchmarks.<br />
The cautious outlook for Europe and the USA, the unknown systemic risks and their<br />
effect on GDP growth have had a strong influence on Adecco’s stock price development,<br />
which was not what we had expected. Barry Callebaut and Infront, on the other hand,<br />
have been expanding their <strong>com</strong>petitive advantages in their field of business and we see<br />
solid EBIT development for both <strong>com</strong>panies relatively independent of the macro-environment.<br />
The fact that the two <strong>com</strong>panies are less correlated to GDP development means<br />
healthy diversification for <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>’s portfolio.<br />
JACOBS HOLDING (J<strong>AG</strong>)<br />
J<strong>AG</strong> maintained its investment in three main portfolio <strong>com</strong>panies as well as its traditional<br />
credo business. J<strong>AG</strong> has transferred CHF 35 million of dividends received from these<br />
<strong>com</strong>panies to the <strong>Jacobs</strong> Foundation.<br />
Our portfolio <strong>com</strong>panies have seen total shareholder return, or TSR, of 13.3%, or<br />
14.3% better than the Morgan Stanley Capital Index (MSCI, -1.0%) and 10.8% above<br />
the Swiss Market Dividend Adjusted Index (SMIC 2.5%).<br />
BARRY CALLEBAUT (BC) increased its volume by 7.6% to 1.3 million metric tons,<br />
its revenue by 6.8% to CHF 5.2 billion, and its EBIT by 5.6% to CHF 370 million,<br />
which represents an EBIT improvement in local currency of 7.9%. This operational<br />
performance translated into TSR of 25.3% for the fiscal year under review.<br />
Under the leadership of Jürgen Steinemann, the BC management team continued to<br />
uphold the main strategic pillars: cost leadership, geographic expansion, and innovation.<br />
The outsourcing transaction with Hershey was brought to its full implementation level<br />
of approx. 80k metric tons per year.<br />
BACK TO TOP<br />
7
8<br />
IN OCTOBER 2009 BC joined the UTZ certified programme and in May <strong>2010</strong> BC<br />
and the Malaysian Cocoa Board signed a collaborative research<br />
agreement on controlled fermentation of cocoa beans. These<br />
efforts, along with the “Partenaire de Qualité” programme in<br />
Ivory Coast, aim to improve cocoa bean quality and increase<br />
plantation yield in order to improve the living conditions of BC’s<br />
suppliers (farmers) and employees.<br />
IN DECEMBER 2009 Spain’s Chocovic was acquired and successfully integrated.<br />
IN MAY <strong>2010</strong> the new chocolate factory in Brazil was inaugurated.<br />
IN SEPTEMBER <strong>2010</strong> Kraft Foods and Barry Callebaut signed a long-term global<br />
supply agreement.<br />
ADECCO once again experienced a trying period with negative growth rates for its top<br />
line until December 2009. Since then Adecco has been in recovery, with growth back to<br />
+ 13% and EBITA at 3.8% between April and June. The closing price at the end of J<strong>AG</strong>’s<br />
fiscal year was CHF 51.35, resulting in TSR of -6.8%. Patrick de Maeseneire and the<br />
Adecco management team made substantial efforts, both professional and financial, to<br />
improve Adecco’s corporate efficiency and give it the extra leverage required for the next<br />
upswing. The result: a new EBITA target of 5.5%.<br />
Management has demonstrated that Adecco’s business model is flexible and highly<br />
adaptive to economic change. MPS and Spring, the two <strong>com</strong>panies recently acquired, are<br />
in the midst of successful integration and are delivering the desired results. MPS in<br />
particular has shifted Adecco’s revenue mix towards professional staffing.<br />
INFRONT<br />
In <strong>2010</strong> Infront successfully delivered on close to 1’900 event days, including 13 World<br />
Championships. The <strong>com</strong>pany maintains 24 offices in ten countries world-wide,<br />
employs more than 500 people and serves around 130 rights-in clients, as well as hun -<br />
dreds of media <strong>com</strong>panies and sponsor brands around the world. In its role as exclusive<br />
media rights advisor to the Lega Calcio, Infront has helped to close agreements on national<br />
media rights for Italy. In the most important sports event of the year, the FIFA World<br />
Cup, Infront delivered excellent performance in both media sales for Asia (JV with<br />
Dentsu) and host broadcasting, with the first 3D live coverage of a major sports event.<br />
Infront has been profitable since its inception and this was also the case in 2009, where<br />
despite the challenging overall economic situation an increase in operating performance<br />
has been achieved. Further growth is forecasted for <strong>2010</strong>, underpinning the <strong>com</strong>pany’s<br />
solid financial performance and confirming its strategy of seeking the “number one”<br />
position in each of its key business segments.<br />
BACK TO TOP
We are a trifle uncertain about this year’s OUTLOOK. Fundamentally, however, we see no<br />
indications that value creation will not continue at BC, Adecco and Infront. We wish to<br />
thank all members of the Board, the management and employees of J<strong>AG</strong> and our investment<br />
<strong>com</strong>panies, as well as the Family Council, for their continued support during the<br />
past year.<br />
DR. W. ANDREAS JACOBS<br />
CHAIRMAN OF THE BOARD<br />
MARKUS FIECHTER<br />
CHIEF EXECUTIVE OFFICER (CEO)<br />
BACK TO TOP<br />
9
STAKEHOLDERS’ MANUAL<br />
11
12<br />
OUR PRINCIPLES<br />
OUR BUSINESS MODEL <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> invests in <strong>com</strong>panies around the world<br />
that hold out the promise of attaining – and maintaining – significant positions in their<br />
markets. The model we have adopted concentrates on the long-term development of the<br />
<strong>com</strong>panies in our portfolio, and we focus our energies on a few selected industries,<br />
notably people and food. Furthermore, it is one of our declared principles not to invest in<br />
<strong>com</strong>panies that specialize in alcohol, cigarettes, or military-related activities.<br />
Active participation and responsible ownership are central to our identity as a professional<br />
investment firm. We fulfill our responsibilities through our work on the boards of<br />
the <strong>com</strong>panies in our portfolio, exercising appropriate influence over each one individually.<br />
<strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>, the professional investment <strong>com</strong>pany, and the <strong>Jacobs</strong> Foundation,<br />
the charitable non-profit organization, are separate and distinct organizations; both<br />
maintain separate boards of directors and management.<br />
The two institutions are linked by the Family Council, which proposes the board members<br />
of <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> and has a right of veto when candidates are proposed for the<br />
board of the <strong>Jacobs</strong> Foundation. Through the Family Council, the <strong>Jacobs</strong> family ensures<br />
that <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>’s activities are a true reflection of their values and spirit.<br />
OUR GUIDING PRINCIPLES <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>’s primary objective is to function as a<br />
<strong>com</strong>petitive, professional investment firm safeguarding the entrepreneurial tradition of<br />
the <strong>Jacobs</strong> family through an active approach to investments.<br />
Our mission is to create sustained value for and deliver dividends to the <strong>Jacobs</strong><br />
Foundation, ultimately contributing to the personal development of young people<br />
around the world.<br />
Our strategy for realizing this mission is to invest in a limited number of holdings with<br />
the potential to achieve or maintain global leadership positions in their respective<br />
industries, and to create value.<br />
BACK TO TOP
OUR CORPORATE PRINCIPLES<br />
LONG-TERM VALUE The objective of the enterprise is to create long-term value. Total<br />
Shareholder Return is our principal performance metric.<br />
TALENTED PEOPLE We believe that the skills and abilities of our people ensure<br />
successful business growth.<br />
ENTREPRENEURSHIP We believe that entrepreneurial spirit and risk-taking are an<br />
essential part of an entrepreneurial team effort.<br />
BEST PRACTICE IN CORPORATE GOVERNANCE We believe that excellence in corporate<br />
governance is a key driver of value.<br />
TRUST AND ACCOUNTABILITY We believe that trust and accountability are paramount<br />
principles in linking entrepreneurship to value creation.<br />
SPEED We believe that speed is essential in a rapidly changing business environment.<br />
SIMPLICITY We believe in simple and effective organization and <strong>com</strong>munication.<br />
OUR PEOPLE People are the single most important drivers of success. As spelled out in<br />
our corporate principles, our employees are central to our vision of success, as are high<br />
standards in corporate governance.<br />
Our employees boast specialist expertise, a professional attitude, solid ethics and flexibility.<br />
At all levels, it is they who determine the financial success of our enterprise, and<br />
their performance and impact are reflected in their remuneration. We help to increase<br />
their market value by means of appropriate employment, job rotation, and further<br />
education and training.<br />
BACK TO TOP<br />
13
14<br />
OUR ORGANIZATIONAL MODEL<br />
<strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> is governed by a two-tier organizational structure <strong>com</strong>prising the<br />
Board of Directors and Management.<br />
<strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>’s Board of Directors is the <strong>com</strong>pany’s ultimate decision-making<br />
body. It bears responsibility for the long-term success of <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>. The posts<br />
of the members are non-executive. The Family Council appoints the Chairman of the<br />
Board, who has an executive function and is a member of the <strong>Jacobs</strong> family.<br />
Our Business Regulations set out certain criteria for the ideal <strong>com</strong>position of our Board.<br />
Accordingly, Board members must have the experience and ability to fulfill their individual<br />
responsibilities.<br />
Collectively, the Board should display a proven entrepreneurial track record and know -<br />
ledge of the specific industries in which we invest. It must also offer international expertise<br />
and experience in the fields of investment management, corporate finance, strategy development<br />
and implementation, family businesses, human resources and talent management.<br />
<strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> Management <strong>com</strong>prises a CEO (Chief Executive Officer), a CFO<br />
(Chief Financial Officer), two investment managers, a financial controller, a treasurer<br />
and a corporate secretary. The CEO is responsible for day-to-day decisions at <strong>Jacobs</strong><br />
<strong>Holding</strong> <strong>AG</strong>. The CFO is responsible for all finance-related activities at <strong>Jacobs</strong> <strong>Holding</strong><br />
<strong>AG</strong>, including financial controlling/accounting and treasury operations. The CEO and<br />
CFO both work closely with the Chairman and the investment managers to monitor and<br />
support <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>’s holdings.<br />
The Board has formed the following <strong>com</strong>mittees: The MDC (Management Development<br />
Committee) and the ARC (Audit & Risk Committee). The MDC – which is known in<br />
other <strong>com</strong>panies as the Nomination & Compensation Committee – is responsible for the<br />
selection and <strong>com</strong>pensation of the members of <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>’s Board and<br />
Management. The MDC also evaluates the performance of the CEO and the CFO.<br />
Furthermore, it ensures that Human Resources policies are set up and implemented<br />
throughout the Group so that <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> achieves its target of attracting and<br />
retaining outstanding talent.<br />
The ARC has focused mainly on establishing corporate governance rules for <strong>Jacobs</strong><br />
<strong>Holding</strong> <strong>AG</strong>. One of its main achievements has been the implementation and improvement<br />
of a risk management process to assess portfolio <strong>com</strong>pany risk. In line with new<br />
legislation, the ARC actively monitors the implementation of the IKS, the internal<br />
control system required by the Swiss Code of Obligation.<br />
BACK TO TOP
OUR GOVERNANCE STRUCTURE<br />
BOARD OF DIRECTORS<br />
W. Andreas <strong>Jacobs</strong> Executive Chairman (ALSO CHAIRMAN OF THE MDC AND<br />
Michael Hilti Member<br />
Franz B. Humer Member<br />
MEMBER OF THE ARC)<br />
Nicolas <strong>Jacobs</strong> Member (ALSO MEMBER OF THE MDC)<br />
Philippe <strong>Jacobs</strong> Member (ALSO MEMBER OF THE ARC)<br />
Renata <strong>Jacobs</strong> Member<br />
Conrad Meyer Member (ALSO CHAIRMAN OF THE ARC AND MEMBER OF THE MDC)<br />
MAN<strong>AG</strong>EMENT<br />
Markus Fiechter CEO<br />
Daniel Pfister CFO<br />
Johan Fahlén Investment Manager<br />
Thomas Hagmann Investment Manager<br />
Michael Albert Head of Controlling and Accounting<br />
Andreas Zimmermann Treasurer<br />
Michael Tuchschmid Corporate Secretary<br />
BACK TO TOP<br />
15
16<br />
PERFORMANCE METRICS<br />
Traditionally, the <strong>Annual</strong> <strong>Report</strong> has focused on the financial statements of <strong>Jacobs</strong><br />
<strong>Holding</strong> <strong>AG</strong> on the one hand and the consolidated financial statements of the <strong>Jacobs</strong><br />
Group on the other hand. During the process of defining <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>’s strategy<br />
it became clear that these financial statements have some significant short<strong>com</strong>ings as<br />
measures of performance.<br />
In recent years, we introduced a new set of metrics and units that more properly reflect<br />
the essence of <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> as an investment <strong>com</strong>pany. These metrics were selected<br />
from a range of possible factors in line with <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> parameters:<br />
Investment pool, NAV (Net Asset Value) and TSR (Total Shareholder Return).<br />
<strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> holds assets that can be grouped into three different classes:<br />
Asset class A: consists of holdings in publicly traded <strong>com</strong>panies like Adecco SA<br />
and Barry Callebaut <strong>AG</strong><br />
Asset class B: consists of private <strong>com</strong>panies like Infront Sports & Media <strong>AG</strong><br />
Asset class C: consists of the family-tradition “credo” businesses (agribusiness)<br />
and other businesses<br />
Asset classes A and B make up the investment pool, i.e. the assets that <strong>Jacobs</strong> <strong>Holding</strong><br />
<strong>AG</strong> manages as an active investor for the purpose of long-term value creation.<br />
We carefully monitor the net asset value development of our holdings in the investment<br />
pool. The net asset value of the investment pool itself is defined as the market value of<br />
the investment pool, less its financing.<br />
We take a conservative approach to valuing our assets. Our holdings in public <strong>com</strong>panies<br />
are valued using the share price on the last trading day of the financial year.<br />
We currently hold shares in two public <strong>com</strong>panies:<br />
> Adecco SA (ADEN VX)<br />
> Barry Callebaut <strong>AG</strong> (BARN SW)<br />
Our holdings in private <strong>com</strong>panies are at book value unless a market valuation can be<br />
estimated with reasonable accuracy using <strong>com</strong>parable <strong>com</strong>panies or from an arm’slength<br />
transaction. This includes all necessary write-offs on the basis of impairment<br />
tests or revaluations. In case of a divestiture, the resulting book profit or book loss is<br />
automatically taken into account in the calculation of NAV performance.<br />
BACK TO TOP
The financing of the investment pool is represented by the balance sheet debt. The NAV<br />
of the investment pool at the end of financial year <strong>2010</strong> was CHF 2.9bn – up by 13.3%<br />
over the previous financial year.<br />
The key performance metric for the Board and the Management is TSR, which is defined<br />
as the sum of the annual change in the NAV of the investment pool, plus the dividend<br />
paid out to the <strong>Jacobs</strong> Foundation, if any, and the cash transfers required to fund businesses<br />
outside the investment pool during the financial year, less the net asset value at the<br />
beginning of that year.<br />
In financial year <strong>2010</strong> the NAV increased by CHF 299.3m. Net cash outflows from the<br />
investment pool amounted to CHF 43.3m. This implies a TSR of CHF 342.6m, or<br />
13.3%. Over the same period, the total return produced by the SMIC was 2.5%.<br />
FAIR MARKET VALUE CALCULATION SEP 10 SEP 09 CHANGE<br />
ADECCO SA<br />
Share price CHF 51.35 55.10 -6.8%<br />
x Number of shares MILLIONS 15.07 15.07<br />
= Market value of <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> shares<br />
+ Value creation additional Adecco Investment<br />
CHFM 774 830<br />
<strong>Jacobs</strong> Venture <strong>AG</strong> and Triventura <strong>AG</strong> CHFM -18 -11<br />
= Total value of <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> Adecco Investment CHFM 756 819<br />
BARRY CALLEBAUT <strong>AG</strong><br />
Share price CHF 768.50 613.50 +25.3%<br />
x Number of shares MILLIONS 2.59 2.59<br />
= Market value of <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> shares CHFM 1’991 1’589<br />
BACK TO TOP<br />
17
JACOBS HOLDING <strong>AG</strong> BOARD OF DIRECTORS<br />
FROM LEFT TO RIGHT<br />
COMMITTEES FIRST ELECTION<br />
W. Andreas <strong>Jacobs</strong> (1963) Chairman <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> A, B* 2004<br />
Michael Hilti (1946) Board of Directors Hilti Group 2009<br />
Franz B. Humer (1946) Chairman Roche <strong>Holding</strong> <strong>AG</strong> 2009<br />
Nicolas <strong>Jacobs</strong> (1982) Director Business Development Western Europe<br />
Barry Callebaut B 2008<br />
Philippe <strong>Jacobs</strong> (1984) Investment Banker Royal Bank of Scotland A 2008<br />
Renata <strong>Jacobs</strong> President <strong>Jacobs</strong> Family Council 2008<br />
Conrad Meyer (1949) Prof. University Zurich; Chairman NZZ Group A*, B 2000<br />
A AUDIT & RISK COMMITTEE (ARC), B MAN<strong>AG</strong>EMENT DEVELOPMENT COMMITTEE (MDC), * COMMITTEE CHAIRMAN<br />
BACK TO TOP<br />
19
W. ANDREAS JACOBS<br />
20<br />
W. ANDREAS JACOBS CHAIRMAN<br />
W. Andreas <strong>Jacobs</strong>, born in Bremen in 1963, has been an independent entrepreneur since<br />
1992 with a stake in several European and North American <strong>com</strong>panies. He is currently the<br />
principal shareholder of Minibar <strong>AG</strong> and Acentic GmbH, and a minority investor in<br />
several other <strong>com</strong>panies. Since 2001, W. Andreas <strong>Jacobs</strong> has taken over several executive<br />
functions of the <strong>Jacobs</strong> Family business. He serves as Executive Chairman of <strong>Jacobs</strong><br />
<strong>Holding</strong> <strong>AG</strong>, Executive Chairman of Barry Callebaut <strong>AG</strong>, and Chairman of Infront<br />
Sports & Media <strong>AG</strong>. In May 2006, <strong>Jacobs</strong> became Member of the Board of Directors of<br />
Adecco SA.<br />
Before embarking on his entrepreneurial activities, W. Andreas <strong>Jacobs</strong> worked as a<br />
consultant and project manager with The Boston Consulting Group in Munich from<br />
1991 to 1993.<br />
W. Andreas <strong>Jacobs</strong> studied law at the universities of Freiburg im Breisgau, Munich and<br />
Montpellier, and subsequently obtained a post-graduate degree in European <strong>com</strong>petition<br />
law (Dr. iur.) from the university of Freiburg. He was later awarded a Master of Business<br />
Administration by INSEAD in Fontainebleau.<br />
W. Andreas <strong>Jacobs</strong> is married to Natalie <strong>Jacobs</strong> and has four children.<br />
BACK TO TOP
JACOBS HOLDING <strong>AG</strong> MAN<strong>AG</strong>EMENT<br />
FROM LEFT TO RIGHT<br />
Michael Albert<br />
Johan Fahlén<br />
Markus Fiechter<br />
Thomas Hagmann<br />
Daniel Pfister<br />
Michael Tuchschmid<br />
Andreas Zimmermann<br />
BACK TO TOP<br />
23
MARKUS FIECHTER<br />
DANIEL PFISTER<br />
24<br />
MARKUS FIECHTER CHIEF EXECUTIVE OFFICER<br />
Markus Fiechter, born in Switzerland in 1956, joined <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> as Chief<br />
Executive Officer in September 2004. In close cooperation with the board and the chairman<br />
of the board, W. Andreas <strong>Jacobs</strong>, he manages <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>, supports existing<br />
portfolio investments with a focus on shareholder interests, and develops investment<br />
plans for non-invested financial resources.<br />
From 1994 to 2004, Markus Fiechter was the CEO of the Minibar Group. Minibar is a<br />
major worldwide supplier of mini-bars, safes and pay-TV systems to the hospitality<br />
industry.<br />
Before managing the Minibar Group, he was with Boston Consulting Group for three<br />
years in the role of Project Leader and Manager. Markus Fiechter’s business activities<br />
started with Mettler Toledo in Greifensee, the world’s leading manufacturer of balances,<br />
scales and analytical instruments, where he worked as head of distribution logistics, as<br />
Sales Manager Switzerland, and as manager global business unit Titration.<br />
Markus Fiechter holds a Master’s degree in Chemical Engineering from the Swiss Federal<br />
Institute of Technology (dipl. Chem. Ing. ETH) and a Master of Business Administration<br />
from the University of St. Gallen (lic. oec. HSG).<br />
Markus Fiechter is married to Monica Triner Fiechter and has two daughters.<br />
BACK TO TOP
DANIEL PFISTER CHIEF FINANCIAL OFFICER<br />
Daniel Pfister, born in Zurich in 1960, joined <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> in April 2000. He is<br />
Chief Financial Officer at <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>. In addition to his duties as CFO, he serves<br />
on the boards of various portfolio <strong>com</strong>panies. In recent years, much of his work has<br />
involved leading restructuring, financing and divestment projects. At <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong><br />
he heads up the investment group managing Infront Sports & Media <strong>AG</strong> and, in this<br />
capacity, has a seat on the Infront Board.<br />
Before joining <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>, he worked from 1991 to 2000 with Klosterfrau <strong>AG</strong>,<br />
Zurich, a Swiss holding <strong>com</strong>pany that controls various investments in Europe and the<br />
USA. During this time he was involved in controlling, investment management, mergers<br />
and acquisitions, and various projects.<br />
Daniel Pfister’s early career included banking at Credit Suisse, finance and treasury<br />
activities at Marc Rich & Co. and the Commercial Metals Company (both <strong>com</strong>modity<br />
trading <strong>com</strong>panies), as well as sales and marketing at Trisport <strong>AG</strong>, an importer of<br />
sporting goods into Switzerland.<br />
Daniel Pfister has a business administration degree in finance and accounting from FHS<br />
Lucerne and is also a chartered financial controller, SIB.<br />
He is married to Erika Pfister and has three children.<br />
BACK TO TOP<br />
25
JOHAN FAHLÉN<br />
THOMAS H<strong>AG</strong>MANN<br />
26<br />
JOHAN FAHLÉN INVESTMENT MAN<strong>AG</strong>ER<br />
Johan Fahlén was born in 1978 in Falkenberg, Sweden. He joined <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> in<br />
December 2006 as the investment manager responsible for Adecco SA and Infront Sports<br />
& Media <strong>AG</strong>.<br />
Johan Fahlén’s professional career started at McKinsey&Company in Stockholm, where<br />
he worked as a management consultant for three years. During this time he conducted<br />
various projects in strategy, turnaround, due diligence and operational improvement in<br />
various sectors. Prior to joining <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>, he worked as Group Management<br />
Coordinator and Senior Project Manager at Nybron Flooring International, Europe’s<br />
largest wood flooring <strong>com</strong>pany. His responsibilities involved developing corporate strategy,<br />
conducting due diligence on acquisition targets, managing parts of the corporate<br />
sales process, and identifying and leading operational improvement projects.<br />
Johan Fahlén holds an MSc degree in Industrial Engineering and Management from<br />
Chalmers University of Technology, Gothenburg, Sweden, and was an exchange student<br />
at Haas Business School, UC Berkeley, California, and the ETH Zurich. He has also<br />
studied business and administration at the Gothenburg School of Economics,<br />
Gothenburg, Sweden.<br />
THOMAS H<strong>AG</strong>MANN INVESTMENT MAN<strong>AG</strong>ER<br />
Thomas Hagmann, born in 1978 in Zurich, joined <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> in May 2008 as<br />
the investment manager responsible for Barry Callebaut <strong>AG</strong>. His responsibilities in this<br />
role include strategy development, M&A, financial and operational analysis, implementation<br />
work, and the development of <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>’s investment strategy.<br />
Prior to joining <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> Thomas Hagmann worked as a strategy consultant<br />
for Deloitte and Bain & Company, where he assisted leading organizations in the manufacturing,<br />
financial services, and service and airline industries. His experience covers<br />
strategy, <strong>com</strong>mercial due diligence, new business set-up, organization design and process<br />
improvement.<br />
Thomas Hagmann holds a Master’s degree of Business Administration from the<br />
University of St. Gallen (lic. oec. HSG). He was an MBA exchange student at Nanyang<br />
Business School in Singapore.<br />
BACK TO TOP
MICHAEL ALBERT HEAD OF CONTROLLING AND ACCOUNTING<br />
Michael Albert, born in 1970 in Lucerne, joined the <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> team in July<br />
2003 as Head of Controlling and Accounting. In this function he is responsible for<br />
<strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>’s year-end closing and coordination of Group consolidation. Other<br />
main tasks include the monitoring of reporting within the <strong>Jacobs</strong> Group, responsibility<br />
for the accounting of some Group <strong>com</strong>panies, and supporting <strong>Jacobs</strong> Group <strong>com</strong>panies<br />
in controlling and financial matters. Before joining <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>, from 1997 to<br />
2002, he worked as a Group Controller for Komax <strong>Holding</strong> <strong>AG</strong>. During this time he was<br />
responsible for consolidation, for managerial support to subsidiaries, and for controlling<br />
functions within the Group.<br />
Michael Albert holds a Business Administration degree in Finance and Controlling from<br />
the Hochschule für Wirtschaft Zürich (HWZ) and a Master of Advanced Studies (MAS)<br />
in Corporate Finance from the Fachhochschule Nordwestschweiz.<br />
ANDREAS ZIMMERMANN TREASURER<br />
Andreas Zimmermann, born in 1973 in Visp, joined the <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> team in<br />
November 2000 as Assistant Treasurer. In this function he is responsible for cash management,<br />
insurance and risk management. In September 2004 he was also made responsible<br />
for monitoring Adecco SA.<br />
Andreas Zimmermann holds a Business Administration degree in Finance from the<br />
Fachhochschule Visp, and is a certified financial analyst (CIIA). He is married to Reyhan<br />
Zimmermann and has two daughters.<br />
MICHAEL TUCHSCHMID CORPORATE SECRETARY<br />
Michael Tuchschmid, born in 1973 in Geneva, joined <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> in January<br />
2009 as a Corporate Secretary. He serves as Secretary to the Board of Directors and is<br />
responsible for corporate legal affairs, contracts, records and <strong>com</strong>pliance within the<br />
<strong>com</strong>pany. Michael Tuchschmid worked with KPMG as an auditor and as a law clerk at<br />
the Commercial Court of the Canton of Aargau. Before joining <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong>,<br />
he worked as an attorney at law in Zurich. The focus of his practice was in sports law,<br />
contract law, <strong>com</strong>mercial litigation and arbitration.<br />
He published various works in the field of civil procedure law and sports law. Michael<br />
Tuchschmid has <strong>com</strong>pleted a Master of Law at the University of Zurich and, in addition,<br />
has studied at the University of Paris X. He was awarded a Master of Laws (LL.M.) by<br />
the Bond University, Australia. He is a member of the Zurich Bar Association (inactive<br />
status).<br />
BACK TO TOP<br />
MICHAEL ALBERT<br />
ANDREAS ZIMMERMANN<br />
MICHAEL TUCHSCHMID<br />
27
PORTFOLIO<br />
29
30<br />
ADECCO SA<br />
SMI INDEX<br />
ADECCO SA<br />
WWW.ADECCO.COM<br />
KEY FINANCIAL DATA 31.12.09 31.12.08 31.12.07 31.12.06 31.12.05<br />
CHFM<br />
Market cap 9’909 6’232 11’175 15’388 11’278<br />
Share price in CHF 57.05 35.78 61.25 83.25 60.60<br />
Dividend/share in CHF 0.75 1.50 1.50 1.20 1.00<br />
EURM<br />
Net sales 14’797 19’965 21’090 20’417 18’303<br />
Gross profit 2’649 3’673 3’927 3’546 3’086<br />
EBITA 299 908 1’054 816 614<br />
Net in<strong>com</strong>e 8 495 735 611 453<br />
Cash flows from operating activities 477 1’054 1’062 747 298<br />
SHARE PRICE DEVELOPMENT Between September 2001 and September <strong>2010</strong>,<br />
Adecco SA underperformed its benchmark, the SMI, by 14.7%.<br />
120%<br />
100%<br />
80%<br />
60%<br />
40%<br />
20%<br />
0%<br />
–20%<br />
–40%<br />
–60%<br />
SEP<br />
01<br />
MAR<br />
02<br />
SEP<br />
02<br />
MAR<br />
03<br />
SEP<br />
03<br />
MAR<br />
04<br />
SEP<br />
04<br />
MAR<br />
05<br />
SEP<br />
05<br />
THE COMPANY Adecco SA is the world leader in human-resource solutions, with a <strong>com</strong>prehensive<br />
service offering that includes temporary and contract staffing, outsourcing,<br />
permanent recruitment, outplacement and career services, training and consulting. The<br />
Adecco Group network connects over 700’000 associates with clients each day through<br />
its network of over 31’000 employees (FTEs) and more than 5’500 offices in over 60<br />
countries and territories around the world. Adecco SA is ranked 427 in the Fortune<br />
Global 500 list. Adecco SA is registered in Switzerland (ISIN: CH0012138605) and listed<br />
on the Swiss Stock Exchange with trading on SWX Europe (SWX: ADEN) and the<br />
Euronext Paris (EURONEXT: ADE).<br />
BACK TO TOP<br />
MAR<br />
06<br />
SEP<br />
06<br />
MAR<br />
07<br />
SEP<br />
07<br />
MAR<br />
08<br />
SEP<br />
08<br />
MAR<br />
09<br />
SEP<br />
09<br />
MAR<br />
10<br />
SEP<br />
10
PERFORMANCE FOR FINANCIAL YEAR 2009 The Adecco Group was confronted<br />
with an exceptionally challenging business environment. Revenues decreased in 2009<br />
<strong>com</strong>pared to 2008 by 26% to EUR 14’797m or by 27% excluding acquisitions and currency<br />
impact. Revenues declined in 2009 by doubledigit percentages in all geographies<br />
except in the emerging markets.<br />
PERFORMANCE DURING THE FIRST HALF OF FINANCIAL YEAR <strong>2010</strong> Revenues<br />
for the first six months of <strong>2010</strong> were EUR 8’608m. Compared to the same period last<br />
year, revenues increased by 18%, or 16% in constant currency. Acquisitions, chiefly of<br />
the MPS Group, made up 10% of revenues. EBITA increased from EUR 75m to EUR<br />
281m, net in<strong>com</strong>e from EUR -124m to EUR 154m. Patrick De Maeseneire, CEO of the<br />
Adecco Group, notes: “Business conditions in Q2 <strong>2010</strong> improved considerably. We<br />
delivered strong growth in our main markets of France and North America. Germany,<br />
Italy, the Nordic countries and emerging markets posted strong double-digit revenue<br />
growth as well. Demand was particularly strong in the industrial segment, but our professional<br />
staffing business also returned to growth in the second quarter. We achieved a<br />
gross margin of 17.8%, thanks to continued strict price discipline and our increased<br />
exposure to professional staffing. Costs were tightly controlled and remained flat, both<br />
organically and adjusted. As a result, we achieved an EBITA margin of 3.8%, an<br />
im prove ment of 100 bps <strong>com</strong>pared to the previous year adjusted. To date, we see no<br />
evidence of a slowdown in our business and demand is robust across most markets.”<br />
OUTLOOK The revenue trend improved strongly throughout the second quarter of <strong>2010</strong>,<br />
and there is no slowdown in the third quarter of <strong>2010</strong>. Despite current concerns about<br />
the sustainability of the economic recovery, developments in the staffing industry continue<br />
to signal healthy demand, and management is confident of strong revenue development<br />
near term. The acquired businesses, Spring and MPS, are delivering results exceeding<br />
expectations and the integration and achievement of targeted synergies are well on track.<br />
The good results attained in the third quarter of this year show that the Adecco Group is<br />
delivering on its strategy and is making sound progress towards achieving its mid-term<br />
EBITA margin target of above 5.5%.<br />
BACK TO TOP<br />
31
32<br />
ADECCO SA<br />
CONTINUED<br />
SENIOR MAN<strong>AG</strong>EMENT<br />
Patrick De Maeseneire CHIEF EXECUTIVE OFFICER, Dominik de Daniel CHIEF FINANCIAL OFFICER,<br />
Christian Vasino CHIEF HUMAN RESOURCES, Sergio Picarelli CHIEF SALES OFFICER, Francois<br />
Davy REGIONAL HEAD OF FRANCE, SWITZERLAND & INDIA, Tig Gilliam REGIONAL HEAD OF NORTH<br />
AMERICA, Alain Dehaze REGIONAL HEAD OF NORTHERN EUROPE, Mark du Ree REGIONAL HEAD OF<br />
JAPAN & ASIA, Andreas Dinges REGIONAL HEAD OF GERMANY & AUSTRIA, Federico Vione REGIONAL<br />
HEAD OF ITALY & EASTERN EUROPE, Enrique Sanchez REGIONAL HEAD OF IBERIA & SOUTH AMERICA,<br />
Peter Searle REGIONAL HEAD OF UK & IRELAND<br />
BOARD MEMBERS<br />
Rolf Dörig CHAIRMAN, Thomas O’Neill VICE-CHAIRMAN, Jakob Baer, W. Andreas <strong>Jacobs</strong>,<br />
Francis Mer, David Prince, Judith A. Sprieser, Wanda Rapaczynsk, Alexander Gut OTHER<br />
MEMBERS<br />
JACOBS HOLDING <strong>AG</strong>’S STAKE IN ADECCO SA AT 30.9.<strong>2010</strong><br />
DIRECT OWNERSHIP 5.4%, JACOBS HOLDING <strong>AG</strong>, JACOBS VENTURE <strong>AG</strong>* AND TRIVENTURA <strong>AG</strong>’S* NET<br />
VALUE OF ADECCO INVESTMENT CHF 755m, PERCENT<strong>AG</strong>E OF JACOBS HOLDING <strong>AG</strong>’S INVESTMENT<br />
POOL 24.9%, TOTAL OWNERSHIP TOGETHER WITH MEMBERS OF THE JACOBS FAMILY 18.6%<br />
*JACOBS VENTURE <strong>AG</strong> AND TRIVENTURA <strong>AG</strong> ARE SINGLE-PURPOSE VEHICLES.<br />
BACK TO TOP
JACOBS VENTURE <strong>AG</strong><br />
THE COMPANY <strong>Jacobs</strong> Venture <strong>AG</strong> is owned 50.5% by <strong>Jacobs</strong> <strong>Holding</strong> <strong>AG</strong> and 49.5%<br />
by <strong>Jacobs</strong> family members. It is a single-purpose vehicle. <strong>Jacobs</strong> Venture <strong>AG</strong> conducts no<br />
other business and serves only as a financing <strong>com</strong>pany.<br />
FINANCING <strong>AG</strong>REEMENT WITH DEUTSCHE BANK On 5 December 2005, <strong>Jacobs</strong><br />
Venture <strong>AG</strong> entered into a share-purchase agreement with Akila Finance SA to buy<br />
12’000’000 Adecco SA shares. The transaction was financed by way of a collateralized<br />
equity-linked limited liability obligation (CELLO) in the amount of CHF 756m, issued<br />
by Deutsche Bank through Sonata Securities SA. The CELLO bond was a new and innovative<br />
non-recourse financing tool, offered to institutional investors and successfully<br />
placed on 9 December 2005. The bond was issued at 100% and has a coupon of 1.5%<br />
p.a. The shareholders of <strong>Jacobs</strong> Venture <strong>AG</strong> have pledged 20’170’829 Adecco shares as<br />
sole collateral for the bond. The financing’s maturity date is 9 December <strong>2010</strong>.<br />
CELLO-BOND DEVELOPMENT From its inception in December 2005 until September<br />
<strong>2010</strong>, the CELLO bond has posted performance of 7.8%. The bond is traded on the<br />
Luxembourg Stock Exchange’s Euro MTF Market (ISIN: XS0238008709).<br />
80%<br />
60%<br />
40%<br />
20%<br />
0%<br />
-20%<br />
-40%<br />
-60%<br />
DEC<br />
05<br />
MAR<br />
06<br />
JUN<br />
06<br />
BOARD MEMBERS<br />
W. Andreas <strong>Jacobs</strong> CHAIRMAN, Nicolas <strong>Jacobs</strong>, Philippe <strong>Jacobs</strong>, Renata <strong>Jacobs</strong>, Conrad<br />
Meyer MEMBERS<br />
JACOBS VENTURE <strong>AG</strong>’S STAKE IN ADECCO SA AT 30.9.<strong>2010</strong><br />
OWNERSHIP 6.5%<br />
SEP<br />
06<br />
DEC<br />
06<br />
MAR<br />
07<br />
JUN<br />
07<br />
SEP<br />
07<br />
DEC<br />
07<br />
MAR<br />
08<br />
JUN<br />
08<br />
SEP<br />
08<br />
DEC<br />
08<br />
MAR<br />
09<br />
JUN<br />
09<br />
SEP<br />
09<br />
DEC<br />
09<br />
MAR<br />
10<br />
JUN<br />
10<br />
SEP<br />
10<br />
BACK TO TOP<br />
ADECCO SA<br />
CELLO-BOND<br />
33
34<br />
BARRY CALLEBAUT <strong>AG</strong><br />
SPI INDEX<br />
BARRY CALLEBAUT <strong>AG</strong><br />
WWW.BARRY-CALLEBAUT.COM<br />
KEY FINANCIAL DATA 31.08.10 31.08.09 31.08.08 31.08.07 31.08.06<br />
CHFM<br />
Market cap 3’631.9 2’967.6 3’743.1 4’510.8 2’833.2<br />
Net debt 870.8 942.7 1’041.2 930.2 906.9<br />
Sales volume (in k tons) 1’305.3 1’213.6 1’166.0 1’059.2 976.7<br />
Net sales 5’213.8 4’880.2 4’815.4 4’106.8 3’713.2<br />
EBITDA 470.7 456.1 44<strong>3.7</strong> 427.1 392.5<br />
EBIT 370.4 350.8 341.1 324.0 295.0<br />
Net profit 251.7 226.9 209.1 207.0 189.70<br />
Pay-out per share in CHF 14.00* 12.5* 11.5* 11.5* 10.5*<br />
* PAR VALUE REDUCTION<br />
SHARE PRICE DEVELOPMENT Between September 2001 and September <strong>2010</strong>, Barry<br />
Callebaut <strong>AG</strong> overperformed its benchmark, the SPI, by 408%.<br />
700%<br />
600%<br />
500%<br />
400%<br />
300%<br />
200%<br />
100%<br />
0%<br />
-100%<br />
SEP<br />
01<br />
MAR<br />
02<br />
SEP<br />
02<br />
MAR<br />
03<br />
SEP<br />
03<br />
MAR<br />
04<br />
SEP<br />
04<br />
MAR<br />
05<br />
SEP<br />
05<br />
THE COMPANY Barry Callebaut <strong>AG</strong>, the world’s leading manufacturer of high-quality<br />
cocoa and chocolate products, was created in the 1996 merger of Callebaut SA, a leading<br />
Belgian industrial chocolate <strong>com</strong>pany, and Group Barry, with its <strong>com</strong>plementary sourcing<br />
activities and semi-finished products. Today Barry Callebaut is active in 26 countries,<br />
operates 43 production facilities, employs approximately 7’500 people, and generates<br />
sales of some CHF 5 billion.<br />
PERFORMANCE Barry Callebaut <strong>AG</strong> has consistently exceeded the long-term global<br />
chocolate confectionery market growth of 2-3% p.a. and has delivered impressive average<br />
annual volume growth of 7.5% in the last five years. This growth is driven by cutting-edge<br />
products, intensive geographic expansion and continuous cost leadership.<br />
Major outsourcing contracts with Nestlé, Hershey’s, Cadbury, Morinaga and, recently,<br />
BACK TO TOP<br />
MAR<br />
06<br />
SEP<br />
06<br />
MAR<br />
07<br />
SEP<br />
07<br />
MAR<br />
08<br />
SEP<br />
08<br />
MAR<br />
09<br />
SEP<br />
09<br />
MAR<br />
10<br />
SEP<br />
10
Kraft Foods are a result of the <strong>com</strong>pany’s unique position as the only fully integrated<br />
chocolate <strong>com</strong>pany, able to serve its customers on a world-wide level.<br />
Between September 2009 and August <strong>2010</strong>, Barry Callebaut <strong>AG</strong> increased its volume by<br />
7.6%, from 1’213’610 tons to 1’305’280 tons, on a flat global market. In the same period,<br />
EBIT increased from CHF 351m to CHF 370.4m, which represents an increase in Swiss<br />
francs of 5.6%, or 7.9% in local currencies. Hence the <strong>com</strong>pany was able to deliver in line<br />
with its ambitious three-year targets despite only slowly recovering chocolate markets,<br />
high and volatile raw material prices, historically low butter prices, and unfavorable currency<br />
translation effects due to the strong Swiss franc.<br />
Barry Callebaut <strong>AG</strong> has continued its focused growth efforts during financial year 09/10<br />
in line with its three strategic pillars. The <strong>com</strong>pany expanded its geographic presence to<br />
South America and inaugurated a factory in Extrema, Brazil. Furthermore, Barry<br />
Callebaut strengthened its market leader position in Western Europe by <strong>com</strong>pleting the<br />
acquisition of Chocovic in December 2009. The long-term supply agreement signed with<br />
Kraft Foods in September <strong>2010</strong> is a key milestone in the history of Barry Callebaut and<br />
exemplifies the strength of the <strong>com</strong>pany and the success of its global expansion. The<br />
existing outsourcing agreements, as for instance with Hershey’s, were successfully<br />
ramped-up and the <strong>com</strong>pany is prepared to execute the most recent agreement.<br />
Barry Callebaut <strong>AG</strong> continues its efforts to ensure a sustainable cocoa supply chain.<br />
Having joined the UTZ certified cocoa programme, the <strong>com</strong>pany has also launched multiple<br />
certification projects with selected cooperatives in Ivory Coast. Barry Callebaut<br />
thus intends to further improve living conditions for farmers in its origin countries. In<br />
Malaysia, Barry Callebaut and the Malaysian Cocoa Board signed a Memorandum of<br />
Understanding on a collaborative research project that is expected to result in higher<br />
quality chocolate from Malaysian cocoa beans. Specifically, the collaboration aims to<br />
improve Malaysian cocoa bean quality, focusing on optimizing cocoa taste, enhancing<br />
the amount of functional <strong>com</strong>ponents, and altering color.<br />
OUTLOOK For the next financial year, Barry Callebaut will continue to grow its industrial<br />
segment by further ramping-up the growth in emerging markets, making market share<br />
gains in mature and consolidating markets, and implementing existing outsourcing contracts<br />
as well as targeting new ones. Tight cost control and continuous operational and<br />
<strong>com</strong>mercial improvements will help sustain profitable growth. A specific focus will be on<br />
further expanding the <strong>com</strong>pany’s “Gourmet and Specialty” business by leveraging the<br />
leading position of its global brands in the premium segment and the strong position of its<br />
various local brands and labels.<br />
BACK TO TOP<br />
35
36<br />
BARRY CALLEBAUT <strong>AG</strong><br />
CONTINUED<br />
SENIOR MAN<strong>AG</strong>EMENT<br />
Juergen B. Steinemann CHIEF EXECUTIVE OFFICER, Victor Balli CHIEF FINANCIAL OFFICER,<br />
Massimo Garavaglia PRESIDENT EUROPE, David S. Johnson PRESIDENT NORTH AMERICA,<br />
Steven Retzlaff PRESIDENT GLOBAL SOURCING & COCOA, Dirk Poelman CHIEF OPERATIONS<br />
OFFICER, Hans Vriens CHIEF INNOVATION OFFICER<br />
BOARD MEMBERS<br />
W. Andreas <strong>Jacobs</strong> CHAIRMAN, Andreas Schmid VICE-CHAIRMAN, Rolando Benedick, James<br />
L. Donald, Markus Fiechter, Stefan Pfander, Urs Widmer OTHER MEMBERS<br />
JACOBS HOLDING <strong>AG</strong>’S STAKE IN BARRY CALLEBAUT <strong>AG</strong> AT 30.9.<strong>2010</strong><br />
OWNERSHIP 50.1%, MARKET VALUE OF HOLDING CHF 1’991m, PERCENT<strong>AG</strong>E OF JACOBS HOLDING<br />
<strong>AG</strong>’S INVESTMENT POOL 65.6%<br />
BACK TO TOP
INFRONT SPORTS & MEDIA <strong>AG</strong><br />
WWW.INFRONTSPORTS.COM<br />
THE COMPANY Infront Sports & Media <strong>AG</strong> (Infront), based in Zug, Switzerland, is one<br />
of the three top international full-service sports marketing <strong>com</strong>panies in the world. It has<br />
an exceptional track record in major events and a passionate team of experts helping to<br />
transform the industry. Infront has enhanced every area of sports marketing, including<br />
distribution of rights, host broadcast, programme production, event operations, brand<br />
development, marketing and sponsorship, and even online entertainment.<br />
Infront is a renowned player in the football sector. The Group works with top European<br />
Football Leagues, including Italy’s Lega Calcio as its exclusive global media rights advisor<br />
and production partner for Serie A. Infront has been cooperating with the French<br />
Football League for Ligue 1 since 2008 and, since <strong>2010</strong>, for Ligue 2, for which it handles<br />
host broadcast for its divisions until the 2011/2012 season. It works with ten national<br />
football associations including the DFB in Germany and several clubs, including Werder<br />
Bremen, FC Schalke 04, SC Freiburg, Fortuna Düsseldorf, AC Milan, U.S. Città di<br />
Palermo, CFC Genua, Cagliari Calcio and S.S. Lazio Roma. Infront is best known for<br />
working with football’s governing bodies. It successfully delivered the global media<br />
rights sales and host broadcast of the 2002 and 2006 FIFA World Cups and continues<br />
to be involved in the distribution of Asian media rights to the <strong>2010</strong> and 2014 FIFA<br />
World Cups (in a joint venture with Dentsu). The <strong>com</strong>pany’s dedicated and highly specialized<br />
host broadcast organization, Host Broadcast Services (HBS), delivered an excellent<br />
host broadcast of the <strong>2010</strong> FIFA World Cup with the first 3D live coverage of a<br />
major sports event. It has also been appointed to handle the host broadcast of the 2014<br />
FIFA World Cup, and contributes to UEFA Euro events.<br />
In the winter sports arena, Infront is the strongest, most experienced marketing agency,<br />
representing six out of seven Olympic winter sports federations at the international level.<br />
This includes exclusive partnerships with the international federations responsible for<br />
biathlon (IBU), curling (WCF), ice hockey (IIHF), luge (FIL), skeleton and bob (FIBT),<br />
and skiing (FIS), covering the respective top events at World Cup and/or World<br />
Championship level. Infront’s involvement in skiing is <strong>com</strong>prehensive. It markets the<br />
majority of the races in FIS World Cup series (media and marketing rights) on a collective<br />
basis, through agreements with 22 National Ski Associations and several Local<br />
Organizing Committees. The newly introduced marketing concept for FIS has shown significant<br />
benefits for FIS, the marketing partners and Infront. Currently, Infront also distributes<br />
title and presenting sponsorships for all FIS World Cup events in the Nordic disciplines<br />
and represents the prestigious Four Hills ski jumping tournament.<br />
Infront has successfully entered the Asian market with China as its base. It has already<br />
made a real impact via its key strategic partnership with the Chinese Basketball<br />
BACK TO TOP<br />
37
38<br />
Association (CBA) for China’s top sport – basketball – at both professional league and<br />
national team level.<br />
FINANCIAL PERFORMANCE Infront has been profitable since its inception. This was<br />
also the case in 2009, when despite the challenging overall economic situation an<br />
increase in operating performance was achieved. Further growth is forecasted for <strong>2010</strong>,<br />
underpinning the <strong>com</strong>pany’s solid financial performance and confirming its strategy of<br />
seeking the “number one” position in each of its key business segments.<br />
OPERATIONAL PERFORMANCE In <strong>2010</strong> Infront successfully delivered on close to<br />
1’900 event days, including 13 World Championships. The <strong>com</strong>pany maintains 24<br />
offices in ten countries world-wide, employs more than 500 people, and serves around<br />
130 rights-in clients, as well as hundreds of media <strong>com</strong>panies and sponsor brands<br />
around the world. In its role as exclusive media rights advisor to the Lega Calcio, Infront<br />
has helped to close agreements on national media rights for Italy. In summer sports,<br />
Infront delivered two EHF Euro events, the FIVB Volleyball World Championship<br />
as well as the NBA Europe Live Tour Opening Game in Milan. It has also successfully<br />
distributed the rights to the <strong>2010</strong> IIHF World Championship in Germany (media/<br />
marketing) and co-organized the world-record open game between Germany and the<br />
USA, with 77’803 spectators attending.<br />
Infront has introduced a new marketing platform for the FIS Alpine World Cup, implemented<br />
at the start of the 2009/<strong>2010</strong> season, and has signed a new marketing agreement<br />
for the Four Hills ski jumping tournament until 2013/14. In the area of new business<br />
development, Infront has further expanded its rights portfolio through successful contract<br />
extensions, acquisitions and new business wins. It has increased its Italian football business<br />
by contracting AC Milan and CFC Genua. Infront took over the management of the<br />
Iffezheim Racecourse and has already managed to significantly improve performance<br />
there.<br />
BACK TO TOP
OUTLOOK The sports industry continues to generate attractive growth rates. Infront<br />
aims to outperform industry growth by fully capitalizing on acquisition synergies in<br />
cross-selling as well as on the cost side. Asia remains an attractive growth market and the<br />
<strong>com</strong>pany will lead the development of the Chinese market. Infront will continue to focus<br />
on many new business opportunities in the sports marketing area.<br />
SENIOR MAN<strong>AG</strong>EMENT<br />
GROUP MAN<strong>AG</strong>EMENT COMMITTEE (GMC): Philippe Blatter PRESIDENT & CEO, Stephan<br />
Herth EXECUTIVE DIRECTOR SUMMER SPORTS, Bruno Marty EXECUTIVE DIRECTOR WINTER SPORTS,<br />
Wolfgang Streit EXECUTIVE DIRECTOR FINANCE & ADMINISTRATION<br />
EXTENDED MAN<strong>AG</strong>EMENT TEAM (XMT): Thomas Lessenich DIRECTOR SPORTS SERVICES,<br />
Thomas Oehninger DIRECTOR LEGAL & TAX AFFAIRS, Uwe Ploch DIRECTOR SUMMER SPORTS,<br />
Francis Tellier CEO HOST BROADCAST SERVICES (RESPONSIBLE FOR PRODUCTION SERVICES), Hans-<br />
Peter Zurbruegg DIRECTOR BUSINESS DEVELOPMENT<br />
BOARD MEMBERS<br />
W. Andreas <strong>Jacobs</strong> CHAIRMAN, Nicole Junkermann VICE-CHAIRMAN, Marco Bogarelli,<br />
Günter Netzer, Daniel Pfister, Uli Sigg, Martin Steinmeyer OTHER MEMBERS<br />
JACOBS HOLDING <strong>AG</strong>’S STAKE IN INFRONT SPORTS & MEDIA <strong>AG</strong> AT 30.9.<strong>2010</strong><br />
OWNERSHIP 59.8%<br />
BACK TO TOP<br />
39
40<br />
<strong>AG</strong>RI BUSINESS<br />
NEWSELLS PARK<br />
THE COMPANY Newsells Park Stud owns around 550 hectares of land near Newmarket,<br />
UK, one of the world’s foremost horse-breeding centres. The stud ac<strong>com</strong>modates 100<br />
high-quality broodmares, producing approximately 80 foals each year. The majority of<br />
these foals are sold as yearlings the following year at all the key auctions in the UK,<br />
Ireland, France and Germany. A small number are retained to race to provide further<br />
<strong>com</strong>mercial sales opportunities or future breeding stock for the stud.<br />
Newsells Park Stud’s initial crops of yearlings have already demonstrated their class on<br />
the racecourse, winning Group races in England, France and Germany, while sales prices<br />
obtained for the more recent crop of yearlings sold have been extremely encouraging,<br />
indicating success and strength for the future. Newsells Park Stud has recently invested in<br />
the infrastructure required to stand stallions in the belief that the addition of a <strong>com</strong>mercial<br />
stallion operation will assist Newsells in achieving its long term plans.<br />
INVERSORA ROLAND<br />
THE COMPANY Inversora Roland owns two estancias in Argentina: San Ramón and<br />
Garaia. Both farms breed cattle for meat and sheep for wool. A special herd of<br />
Herefordshire has made a successful contribution to the business of both farms, while<br />
the sheep herd has been producing high-quality wool of an average of 19 microns. Both<br />
products – meat and wool – have been a success for Inversora Roland.<br />
BACK TO TOP
FINANCIAL STATEMENTS <strong>2010</strong><br />
43
44<br />
BALANCE SHEET JACOBS HOLDING <strong>AG</strong><br />
FOR THE YEAR ENDED 30 SEPTEMBER <strong>2010</strong><br />
CHF <strong>2010</strong><br />
ASSETS<br />
CURRENT ASSETS<br />
Cash and cash equivalents 63’589’631<br />
Other receivables third parties 549’684<br />
Other receivables group <strong>com</strong>panies 311’793<br />
Other receivables related parties 20’913’197<br />
Marketable securities 13’427’675<br />
Accrued in<strong>com</strong>e third parties 34’745<br />
TOTAL CURRENT ASSETS 98’826’725<br />
NON-CURRENT ASSETS<br />
Investments 975’660’255<br />
Long-term receivables group <strong>com</strong>panies 90’445’500<br />
Tangible fixed assets 93’115<br />
TOTAL NON-CURRENT ASSETS 1’066’198’870<br />
TOTAL ASSETS 1’165’025’595<br />
BACK TO TOP<br />
2009<br />
69’120’825<br />
21’409’028<br />
253’666<br />
22’166’198<br />
14’159’550<br />
17’995<br />
127’127’262<br />
1’015’932’352<br />
90’445’500<br />
129’960<br />
1’106’507’812<br />
1’233’635’074
CHF <strong>2010</strong><br />
LIABILITIES AND SHAREHOLDERS’ EQUITY<br />
CURRENT LIABILITIES<br />
Accounts payable third parties 255’055<br />
Short-term loan group <strong>com</strong>panies 2’906’839<br />
Provisions 84’612’107<br />
Tax provisions 209’260<br />
Accrued expenses 43’604<br />
TOTAL CURRENT LIABILITIES 88’026’865<br />
TOTAL LIABILITIES 88’026’865<br />
SHAREHOLDERS’ EQUITY<br />
Share capital 170’000’000<br />
80’000 registered shares cat. A, CHF 1’000 nominal<br />
9’000 registered shares cat. B, CHF 10’000 nominal<br />
Participation certificate capital 330’000’000<br />
(330’000 participation certificates, CHF 1’000 nominal)<br />
Legal reserves 271’993’263<br />
Retained earnings<br />
Profit brought forward from the previous year 347’942’955<br />
Loss / profit for the year -42’937’488<br />
TOTAL SHAREHOLDERS’ EQUITY 1’076’998’730<br />
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 1’165’025’595<br />
BACK TO TOP<br />
2009<br />
396’381<br />
4’941’163<br />
73’089’378<br />
244’424<br />
27’510<br />
78’698’856<br />
78’698’856<br />
170’000’000<br />
330’000’000<br />
271’993’263<br />
289’022’404<br />
93’920’551<br />
1’154’936’218<br />
1’233’635’074<br />
45
46<br />
STATEMENT OF INCOME JACOBS HOLDING <strong>AG</strong><br />
FOR THE YEAR ENDED 30 SEPTEMBER <strong>2010</strong><br />
CHF <strong>2010</strong><br />
ORDINARY INCOME HOLDINGS<br />
Dividend in<strong>com</strong>e / In<strong>com</strong>e from capital reductions 34’438’479<br />
Financial in<strong>com</strong>e on assets 4’170’683<br />
Management fee in<strong>com</strong>e 2’322’405<br />
GROSS ORDINARY INCOME HOLDINGS 40’931’567<br />
ORDINARY EXPENSES HOLDINGS<br />
Interest expenses 138’401<br />
Financial losses on assets 2’377’474<br />
Provision for Portfolio Companies 11’700’000<br />
Other financial expenses 29’511<br />
GROSS ORDINARY EXPENSES HOLDINGS 14’245’386<br />
NET ORDINARY RESULT HOLDINGS 26’686’181<br />
Profits on Portfolio Companies 0<br />
Losses on Portfolio Companies -59’514’711<br />
NET RESULT PORTFOLIO COMPANIES -59’514’711<br />
NET RESULT HOLDINGS -32’828’530<br />
Personnel expenses 5’890’709<br />
Operating and administrative expenses 3’791’724<br />
Depreciation on tangible fixed assets 82’962<br />
TOTAL OPERATING EXPENSES 9’765’395<br />
OPERATING INCOME -42’593’925<br />
Non operating in<strong>com</strong>e items 12’638<br />
LOSS / PROFIT BEFORE TAX (PBT) -42’581’287<br />
Taxes -356’201<br />
LOSS / PROFIT AFTER TAX (PAT) -42’937’488<br />
BACK TO TOP<br />
2009<br />
39’292’971<br />
5’008’761<br />
2’334’905<br />
46’636’637<br />
276’880<br />
3’613’248<br />
-56’100’000<br />
29’070<br />
- 52’180’802<br />
98’817’439<br />
8’638’738<br />
-17’504<br />
8’621’234<br />
107’438’673<br />
5’738’848<br />
7’313’780<br />
83’169<br />
13’135’797<br />
94’302’876<br />
0<br />
94’302’876<br />
-382’325<br />
93’920’551
© <strong>2010</strong> JACOBS HOLDING <strong>AG</strong><br />
ALL RIGHTS RESERVED<br />
JACOBS HOLDING <strong>AG</strong><br />
SEEFELDQUAI 17<br />
P.O. BOX<br />
CH-8034 ZURICH<br />
TELEPHONE +41 44 388 61 61<br />
FAX +41 44 388 61 55<br />
E-MAIL info@jacobsag.ch<br />
WEB www.jacobsag.ch<br />
DESIGN MIFFLIN-SCHMID DESIGN, ZURICH<br />
PORTRAITS P<strong>AG</strong>ES 19 – 27: CHRISTIAN KURZ<br />
PHOTOS ADECCO SA, BARRY CALLEBAUT <strong>AG</strong>,<br />
ACTION IM<strong>AG</strong>ES, VANESSA VON ZITZEWITZ,<br />
ANDREA BADRUTT