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Siegfried Annual Report 2009

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<strong>Siegfried</strong><br />

<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>


<strong>2009</strong> Overview<br />

The <strong>Siegfried</strong> Group achieved sales of CHF 283 million, a<br />

2.2% decrease over the previous year. Sales of active ingredients<br />

(<strong>Siegfried</strong> Actives) grew 15.3% to CHF 220.9 million.<br />

The <strong>Siegfried</strong> Generics Division reported sales of CHF 62.1<br />

million, a drop of 36%.<br />

Operative cash flow was a bright spot: increasing by 69.4%<br />

to CHF 45.5 million. Net working capital were reduced by<br />

CHF 39 million to CHF 133 million, which had a positive<br />

effect on cash flow, but reduced our operative results. Net<br />

debt was reduced by CHF 7.9 million to CHF 63.3 million.<br />

The EBITDA of CHF 25.3 million (excl. the “Deliver” program<br />

restructuring costs) for the <strong>Siegfried</strong> Group is 8.9% of total<br />

revenue. The “Deliver” restructuring project achieved savings<br />

of about CHF 10 million.<br />

For <strong>2009</strong>, the <strong>Siegfried</strong> Group increased sales of the core<br />

business active pharmaceutical ingredients by 15.3% over<br />

the previous year and achieved an EBITDA of CHF 25.9 million<br />

and an EBITDA margin of 11.7%; compared to the<br />

industry average, these are solid results.<br />

Generics sales in <strong>2009</strong> were, once again, strongly affected<br />

by the profound changes in the German market. However,<br />

the shortfall to 2008 was successively reduced during the<br />

year.<br />

In <strong>2009</strong>, CHF 4.2 million were dedicated toward our<br />

“Deliver” restructuring program. Various balance sheet items<br />

were reviewed and adjusted. Including the investments in<br />

the PulmoJet ® inhalation technology, a net loss of CHF 35.3<br />

million was resulting.<br />

Comparisons with 2008 are set apart by two exceptional<br />

factors: a one-time license payment of CHF 13.5 million for<br />

a biogeneric and an accounting profit of CHF 13.4 million<br />

resulting from the sale of the Zofingen pharmaceutical<br />

production facility to Arena.<br />

The balance sheet of the <strong>Siegfried</strong> Group remains robust<br />

with a 68.6% self-financing level.<br />

A quick implementation of our growth strategy demands<br />

measures for both organic and external growth, and will<br />

have a profound effect on the different <strong>Siegfried</strong> Group<br />

facilities. Both will require substantial financial resources,<br />

which is why the Board of Directors recommends that the<br />

General Meeting of Shareholders approve a capital increase<br />

of CHF 80 million.<br />

Our majority stockholder, the Camellia Group (U.K.)<br />

will not participate in the capital stock increase.<br />

Due to the recommended capital increase and the result<br />

for <strong>2009</strong>, the Board of Directors recommends that the<br />

General Meeting of Shareholders abstain from issuing a<br />

dividend.<br />

After 43 years of service to the company, Dr. Bernard<br />

<strong>Siegfried</strong>, Honorary Chairman of the <strong>Siegfried</strong> Group,<br />

has retired from the Board of Directors.


Key numbers<br />

<strong>Siegfried</strong> Group <strong>2009</strong> 2008 Change<br />

Net sales (million CHF) 283.0 289.3 –2.2%<br />

Net loss (million CHF) –35.3 –74.9 –52.9%<br />

Gross profit (million CHF) 47.5 62.4 –23.9%<br />

Operating result before special charges (million CHF) –7.3 14.8 n.a.<br />

Operating margin before special charges (%) –2.6% 5.1%<br />

Operating result (EBIT) (million CHF) –27.7 –84.7 –67.3%<br />

Operating margin (EBIT) (%) –9.8% –29.3%<br />

Cash flow from operating activities (million CHF) 45.5 26.8 69.4%<br />

EBITDA before special charges (million CHF) 25.3 52.0 –51.4%<br />

EBITDA margin before special charges (%) 8.9% 18.0%<br />

EBITDA (million CHF) 21.0 52.0 –59.6%<br />

EBITDA margin (%) 7.4% 18.0%<br />

Shareholder’s equity (million CHF) 327.3 352.0 –7.0%<br />

Total assets (million CHF) 477.1 539.5 –11.6%<br />

Equity as a % of total assets 68.6% 65.2%<br />

Capital expenditure (million CHF) 20.8 30.5 –31.7%<br />

Personnel expenses (million CHF) 101.3 98.4 3.0%<br />

Employees 1 823 826 –0.4%<br />

Dividend (million CHF) 2 – 5.9<br />

Dividend (CHF per share) 2 – 2.10<br />

Development of base business 3<br />

Net sales (million CHF) 283.0 275.8 2.6%<br />

Operating result before special charges (million CHF) 6.1 2.2 138.6%<br />

Operating margin before special charges (%) 2.1% 0.8%<br />

EBITDA before special charges (million CHF) 37.1 38.4 –3.5%<br />

EBITDA margin before special charges (%) 13.1% 13.9%<br />

1<br />

at balance sheet date<br />

2<br />

For <strong>2009</strong> as per proposal to the general meeting of shareholders on a maxiumum of 2 800 000 shares ranking for dividend (dividends on treasury shares not<br />

paid to shareholders will be carried forward)<br />

3<br />

Development of base business excluding expenses for the build up of the Inhalation technology. Prior year additionally excluding gain from sale of fixed assets<br />

(Arena) and nonrecurring licensing fees.


Table of Contents<br />

<strong>2009</strong> Overview<br />

Letter from Chairman & CEO 2<br />

Corporate Governance<br />

0. Foreword and General Framework 13<br />

1. Structure of the <strong>Siegfried</strong> Group 14<br />

2. Capital Structure 17<br />

3. Board of Directors 18<br />

4. Executive Management 29<br />

5. Compensation, Investments and Loans 33<br />

6. Voting rights and proxy 35<br />

7. Control changes and defensive measures 36<br />

8. Auditors 36<br />

9. Information policy 37<br />

Sustainability <strong>Report</strong><br />

Introduction 41<br />

Compliance 46<br />

Safety, Health & Environment (SHE) 48<br />

<strong>Siegfried</strong> as an Employer 60<br />

Social Responsibility 63<br />

Consolidated Financial Statements <strong>Siegfried</strong> Holding AG<br />

Editorial 66<br />

Consolidated Balance Sheet 68<br />

Consolidated Income Statements 69<br />

Consolidated Cash Flow Statements 68<br />

Consolidated Income Statement 69<br />

Consolidated Statement of Comprehensive Income 69<br />

Consolidated Statement of Cash Flows 70<br />

Consolidated Statement of Changes in Equity 71<br />

Notes to the Consolidated Financial Statements 72<br />

Employee Benefits 77<br />

Risk Management 78<br />

Financial Risk Management 79<br />

<strong>Report</strong> of the Statutory Auditor 104<br />

Five-year overview 2005–<strong>2009</strong>, consolidated figures 105<br />

Financial Statements <strong>Siegfried</strong> Holding AG<br />

Balance Sheet of <strong>Siegfried</strong> Holding AG 108<br />

Income Statement of <strong>Siegfried</strong> Holding AG 109<br />

Notes to the Financial Statements of <strong>Siegfried</strong> Holding AG 109<br />

Proposal for the appropriation of accumulated losses and free reserves 112<br />

<strong>Report</strong> of the Statutory Auditors 113<br />

Stock market data 114<br />

Share price development 114<br />

Cautionary statement regarding forward-looking statements 115<br />

Publisher’s note 116


Letter from the Chairman & CEO<br />

Dear Shareholders,<br />

In <strong>2009</strong>, <strong>Siegfried</strong> achieved sales of CHF 283 million (core<br />

business), an increase of 2.6% over the previous year. Group<br />

income decreases by 2.2% when compared to the total<br />

Group income in 2008, i.e. including a one-time license payment<br />

of CHF 13.5 million for a bio-generic. The <strong>Siegfried</strong><br />

Actives Division grew sales by 15.3% to CHF 220.9 million.<br />

The <strong>Siegfried</strong> Generics Division noted a 26.2% decline (core<br />

business), or 36.4% with the above noted license payment.<br />

Faced with unfavorable economic conditions and the finance<br />

crisis, <strong>Siegfried</strong> focused primarily on managing both cash<br />

and net current assets in <strong>2009</strong>. As a result, current assets<br />

were reduced by over 20% (CHF 39 million) to CHF 133 million<br />

over the year. This resulted in a positive cash flow of<br />

CHF 45.5 million, 69.4% above the cash flow of 2008. Net<br />

debt was reduced by CHF 8 million and is at a reasonable<br />

level (ca. CHF 63 million).<br />

The EBITDA of CHF 37.1 million (excl. special costs) corresponds<br />

to an EBITDA margin of 13.1%. <strong>Siegfried</strong> posted an<br />

EBIT of CHF 6.1 million (excl. special costs) for <strong>2009</strong>. A new<br />

review of projects in both Divisions made an adjustment of<br />

CHF 16.2 million for activated development costs necessary.<br />

Including special costs and the costs of the “Deliver” project,<br />

the company noted a loss of CHF 14.4 million.<br />

The financial results include interest costs. Further, during<br />

the second half of the year our holdings in Arena Pharmaceuticals<br />

(U.S. company) were adjusted by almost CHF 7 million.<br />

Overall, the net losses from our share holdings amounted<br />

to CHF 35.3 million. These shares were acquired in 2008<br />

as partial payment for the Zofingen production facility sold<br />

to Arena. Despite the positive trial results released in the fall<br />

of 2008 for its key Lorcaserin product, the share price continued<br />

to decline. We decided to adjust the value of our<br />

holdings although we firmly believe in the huge potential of<br />

this product (which is produced in Zofingen). The shares held<br />

by <strong>Siegfried</strong> are locked until the end of 2010.<br />

2 <strong>Annual</strong> <strong>Report</strong>


As a supplier to the Life Science industry, <strong>Siegfried</strong> is active<br />

in three market segments. Our most important market is<br />

customized synthesis of patent-protected ingredients to<br />

support the research efforts of the pharmaceutical industry.<br />

<strong>Siegfried</strong> also offers active pharmaceutical ingredients with<br />

expired patents to various customers. These ingredients<br />

include controlled substances (incl. opiates), such as<br />

methadone and nicotine, used in addiction treatments, and<br />

other substances that must meet specific guidelines. In the<br />

U.S. they are strictly controlled by the American regulatory<br />

agencies. The third market is for finished medications,<br />

mostly for the generics industry.<br />

In the discussion concerning the company strategy, the<br />

Board of Directors and executive management looked to<br />

identify competitive advantages for <strong>Siegfried</strong>. Because the<br />

custom synthesis market is very fragmented, with only a 5%<br />

share for the market leader, answering this question is of<br />

critical importance. Further, there is little room for revolutionary<br />

technological innovations in this market, with experience,<br />

absolute reliability and the greatest possible degree of<br />

flexibility being the most desirable traits for an outsourcing<br />

partner. As a previously fully integrated pharmaceutical company,<br />

<strong>Siegfried</strong> is one of the few suppliers in this market that<br />

offers capabilities on both the primary and secondary production<br />

levels. We are able to produce not only the active ingredient<br />

but also the finished medication. Such a decadesold<br />

tradition of know-how and experience is truly unique for<br />

a supplier of production services – and this “everything under<br />

one roof” approach forms the bedrock for our new<br />

strategic direction. Because the benefits of this strategy can<br />

only be realized when both competencies are available at<br />

the same site, the implementation of our new “Transform”<br />

strategy will have profound affects on our various production<br />

facilities. Currently, only our Zofingen site offers both<br />

types of development services.<br />

In addition to the ability to both develop and manufacture<br />

active pharmaceutical ingredients, “Transform” also looks to<br />

expand our range of production technologies. For example,<br />

<strong>Annual</strong> <strong>Report</strong><br />

3


preconditioning the physical characteristics of active ingredients<br />

during the end production phase (by spray drying with<br />

mixing of additives) is how <strong>Siegfried</strong> can manage projects for<br />

innovative pharmaceutical clients. The needed expertise is<br />

now being ramped up for integration in various situations.<br />

We are also investing in the management of special class<br />

substances, such as the spray drying of active ingredients<br />

and a micro-reactor that were introduced and used successfully<br />

in a number of projects. A further example is a significant<br />

process optimization for a large pharmaceutical account<br />

in Switzerland. In addition to the already mentioned commercial<br />

systems, the pilot systems were also upgraded for<br />

highly active ingredients. Now a full range of substances up<br />

to sample sizes of 1μg can be safely handled. Upgrading of<br />

our formulation capabilities is also planned; and we already<br />

have access to our commercial formulation system in Malta.<br />

We also see great potential in this area by combining API<br />

and formulation, as foreseen by the new corporate strategy.<br />

The new strategic decisions led to a number of corresponding<br />

structural changes. Since maintaining two independent<br />

divisions was no longer part of our strategy, the Board of<br />

Directors and executive management chose a new Group<br />

management structure that was launched on March 1,<br />

2010. While Dr. Rudolf Hanko (CEO), Michael Huesler (CFO),<br />

Hanspeter Brun (Head of HR), all continue in their previous<br />

responsibilities, Marianne Spaene was appointed Head of<br />

Business Development & Sales and Dr. Hubert Stueckler is<br />

responsible for Global Technical Operations. Peter Gehler<br />

assumed responsibility for the Corporate Center, which includes<br />

Communications, the legal department, Facility<br />

Management and the Chairman’s Office. The Development<br />

department is once again an independent unit and will be<br />

temporarily led by Dr. Rudolf Hanko. The new organization<br />

will enable <strong>Siegfried</strong> to clearly position the competencies of<br />

both Divisions as a unit – both in the market and internally<br />

with our processes. Our efforts, both internally and externally,<br />

will continue to focus on the most important customer<br />

segments.<br />

4 <strong>Annual</strong> <strong>Report</strong>


From left to right:<br />

Markus Altwegg, Ph.D., President of the Board of Directors<br />

Rudolf Hanko, Ph.D., CEO<br />

Parallel to the new strategic direction, extensive efforts were<br />

made to keep the “Deliver” turnaround project on track.<br />

The chemical production department was split into three<br />

“focused factories” to better realize key efficiency gains;<br />

each factory now processes a specific type of customer contract.<br />

The new development lab building in Zofingen (built<br />

at a cost of CHF 17 million) brought the analytic teams together<br />

under a single management to reduce complexity<br />

and allow considerable synergies. Overhead costs were also<br />

markedly reduced and we even surpassed our cost-savings<br />

goal of CHF 9 million. An additional CHF 10 million in<br />

savings is planned for 2010 and will be visible in the financial<br />

results.<br />

In <strong>2009</strong>, the <strong>Siegfried</strong> Actives Division increased both sales<br />

and output. Sales grew by 15% and a larger number of exclusive<br />

synthesis customers placed mid-sized to large orders.<br />

This is the first step toward reducing the average age of our<br />

product portfolio with active pharmaceutical ingredients and<br />

intermediates for new drugs at the beginning of their life<br />

cycle. These are products that just were, or are about to be<br />

launched on the market by the client. The improvements in<br />

the product portfolio are complemented by a qualitative and<br />

quantitative upgrade of our development pipeline, which<br />

currently features 40 exclusive synthesis projects. In the controlled<br />

substances market in the U.S., we continue to focus<br />

on the development of our opiate products, i.e. active pharmaceutical<br />

ingredients used in analgesics for pain therapy.<br />

After delays in the past years, an important contract was<br />

signed with a large U.S. account; initial deliveries are set for<br />

2010. A second contract was signed at the start of 2010;<br />

the registration phase for this key account is being initiated<br />

as quickly as possible, with initial sales expected by the second<br />

half of 2011. Despite the positive outlook, we’ve taken<br />

a new financial accounting approach and depreciated CHF 9<br />

million in activated opiate development costs.<br />

The generics business in <strong>2009</strong> was strongly influenced by the<br />

profound changes in the German market. However, the<br />

shortfall to 2008 was successively reduced during the year,<br />

<strong>Annual</strong> <strong>Report</strong><br />

5


eaching 25% by the end of <strong>2009</strong>. Progress was made in diversifying<br />

and increasing sales to countries that were previously<br />

ignored or only minimally served, but this did not fully<br />

compensate for the sales shortfall in Germany. As part of the<br />

revised “Transform” strategy, the <strong>Siegfried</strong> Generics Division<br />

was already actively conducting development work in <strong>2009</strong><br />

for numerous exclusive customers. The Division’s pipeline<br />

was basically realigned, which led to depreciation of CHF 7<br />

million in activated development costs. In the future,<br />

<strong>Siegfried</strong> will expand development technology for finished<br />

medications beyond tablets and capsules. To minimize risk,<br />

projects are being carried out and financed only with external<br />

partners since mid-<strong>2009</strong>.<br />

Development of the PulmoJet ® inhalation device advanced<br />

to the point that a pharmaceutical product study could be<br />

started in October <strong>2009</strong>. Expert reports are very optimistic<br />

and we expect the study results by the end of March 2010.<br />

Because of the extensive product know-how and financial<br />

resources needed to quickly move through the next development<br />

phases for the PulmoJet ® , the Board of Directors and<br />

executive management are looking for a partner that can<br />

take this device through the clinical study phase. Discussions<br />

with numerous interested parties are already at an advanced<br />

stage.<br />

Since 2008, <strong>Siegfried</strong> has increasingly dedicated itself to issues<br />

of sustainability in all aspects of our business. The integration<br />

of our Sustainability <strong>Report</strong> in our annual report also<br />

underlines the importance of this topic. For us, sustainability<br />

means doing our work carefully and with a long-term view.<br />

Carefully, because we deal with demanding substances and<br />

need to ensure the safety of both our employees and the environment.<br />

Long-term, because our commercial success also<br />

secures jobs. <strong>Siegfried</strong> has performed well in the areas of<br />

compliance and quality, safety, health & environment, and<br />

as an employer. Compliance was spotless in <strong>2009</strong>; even with<br />

the numerous inspections and audits, there were no complaints.<br />

Levels of employee safety were clearly raised, confirmed<br />

by the decline in accidents; two sites posted perfect<br />

6 <strong>Annual</strong> <strong>Report</strong>


ecords with no accidents. The insurance company, HDI Gerling<br />

rated <strong>Siegfried</strong> among the global ‘Top 10’ of inspected<br />

companies. Health awareness was promoted through various<br />

activities, such as participation in the “Bike to Work”<br />

campaign and nutritional workshops for shift workers. The<br />

overall reduction of our CO 2<br />

emissions and the close cooperation<br />

with the “Climate Cents” Foundation highlighted our<br />

environmental efforts.<br />

The Board of Directors met seven times in <strong>2009</strong>, including<br />

an off-site 2-day strategy workshop and an assessment<br />

meeting to review their performance. Also, the different<br />

committees closely accompanied the new strategic priorities<br />

and structural changes.<br />

We would like to sincerely thank the members of the Board<br />

of Directors, the executive management, and every employee<br />

around the world for their enormous commitment.<br />

The gravity of the current situation has been recognized and<br />

we are confident that we can count fully on the support of<br />

our people during these difficult times. We greatly value<br />

this quality, as it forms the inner strength of our company.<br />

During the global financial crisis, financing the corporate<br />

strategy – and the future of the company – is of particular<br />

importance. During the strategy discussions, the Board of<br />

Directors and executive management saw the risk of financing<br />

the new strategy with the available financial means.<br />

Neither a robust balance sheet nor a high equity ratio will<br />

ensure a loan. This is why the Board of Directors advises executive<br />

management to secure a capital infusion of CHF 80<br />

million. At the same time, the Camellia Plc., Linton (UK), the<br />

largest single shareholder in <strong>Siegfried</strong> Holding AG, informed<br />

the company that it was unwilling to participate in a new<br />

share issue for portfolio reasons and would seek to sell its<br />

holdings. Camellia has asked the Board of Directors and<br />

executive management for support in this endeavor.<br />

The <strong>Siegfried</strong> Group honorary Chairman, Dr. Bernard A.<br />

<strong>Siegfried</strong>, informed us that he would not be available for re-<br />

<strong>Annual</strong> <strong>Report</strong><br />

7


election. Bernard <strong>Siegfried</strong> first joined the company in 1967<br />

after graduating from the University of St. Gall and furthering<br />

his professional development overseas. He introduced a<br />

comprehensive corporate planning process and managed<br />

the company reorganization. He was promoted to executive<br />

management in 1973 and elected to the Board of Directors<br />

and made CEO of <strong>Siegfried</strong> AG in 1977. After a memorable<br />

Shareholder’s Meeting in 1991 he transformed the company<br />

and built a specialized company for manufacturing of active<br />

pharmaceutical ingredients and finished dosage forms. In<br />

the anniversary year 1998 he was elected Chairman. In<br />

2000, he withdrew from all operative functions and in 2003<br />

he also resigned as Chairman of the Board of Directors. He<br />

remained a member of the Board and was appointed Honorary<br />

Chairman of <strong>Siegfried</strong> Holding AG.<br />

Important points for you as shareholder:<br />

– In <strong>2009</strong>, <strong>Siegfried</strong> grew core business activities and posted<br />

good overall sales results.<br />

– Operative cash flow was gaining 69.4% to CHF 45.5 million<br />

in <strong>2009</strong>; net debt was reduced to CHF 63 million.<br />

– Both the operative results and net profit are characterized<br />

by a consistent reduction of net working capital and depreciation<br />

of the activated development costs and other<br />

adjustments.<br />

– During the year a new corporate strategy (“Transform”)<br />

was adopted; the new strategy will affect the company<br />

structure at the different sites.<br />

– A capital infusion to finance our new strategy is unavoidable<br />

despite a robust balance sheet. The Board of Directors<br />

recommends that the General Meeting of Shareholders<br />

approve a capital increase of CHF 80 million. Our<br />

majority shareholder (Camellia Plc.) will not participate in<br />

the share issue; its holdings in <strong>Siegfried</strong> are now for sale.<br />

8 <strong>Annual</strong> <strong>Report</strong>


– Due to the recommended capital increase and the result<br />

for <strong>2009</strong>, the Board of Directors recommends that the<br />

General Meeting of Shareholders waive the annual<br />

dividend.<br />

– After over 40 years of service to the company, Honorary<br />

Chairman Bernard A. <strong>Siegfried</strong> is resigning from the Board<br />

of Directors.<br />

We thank you for your interest and trust in <strong>Siegfried</strong>.<br />

Markus Altwegg, Ph.D.<br />

Chairman of the Board of Directors<br />

Rudolf Hanko, Ph.D.<br />

Chief Executive Officer<br />

<strong>Annual</strong> <strong>Report</strong><br />

9


Roland Schuermann<br />

Head Chemical Operations / Runner and Mid-Size Factories<br />

For me, efficiency is more than just<br />

finishing something quickly. It combines<br />

speed with a sense of effortlessness<br />

and the determination to eliminate<br />

anything unnecessary. It’s about<br />

constant improvement and enjoying<br />

your work. Often, increasing efficiency<br />

is really many small steps that add up<br />

to very noticeable progress. It’s also not<br />

always a matter of saving time; a welldesigned<br />

workflow that is safe and not<br />

hectic is equally important. A lot of this<br />

can be learned, but primarily you need<br />

a drive, an inner “fire” and lots of experience<br />

to be able to recognize what’s<br />

important. The perfect workflow is<br />

swift, easy and it can be a lot of fun.<br />

Since starting at <strong>Siegfried</strong> as an Operations<br />

Manager about 12 years ago,<br />

I was always able to influence and<br />

make a direct contribution to my work<br />

environment. My decisiveness was also<br />

highly valued by my superiors. Being<br />

responsible for three production lines<br />

demands that decisions are made –<br />

constantly. Only rarely do you have<br />

time to carefully weigh the pros and<br />

cons of a situation. This is where experience<br />

– my own and that of my closest<br />

and most important colleagues, the<br />

plant foremen – makes the difference,<br />

because a decision will always be<br />

made.<br />

Our organization’s matrix structure<br />

also facilitates sharing know-how with<br />

others. One of the most satisfying aspects<br />

of my job is start a new process<br />

with the product chemist. This includes<br />

discussing possible procedural and<br />

chemical stumbling blocks, point out<br />

more efficient possibilities, and ensure<br />

that the offline and waste flows are<br />

not forgotten. When you work with<br />

the production planners, the safety<br />

specialists, and also with the whole<br />

regulatory area and the analytical<br />

team, no day is like the other. In addition,<br />

we have customer and regulatory<br />

audits almost every week. They, too,<br />

should feel the “fire” that drives us<br />

and our commitment to doing a job<br />

well.<br />

I also enjoy teaching. For the past<br />

11 years I’ve taught ‘chemical technology’<br />

every week at a vocational school.<br />

The budding chemical and pharmaceutical<br />

specialists there appreciate my<br />

enthusiasm and not insignificant experience.<br />

As president of my community’s<br />

school board I am also involved<br />

in making the most of the available<br />

school budget for the good of the<br />

children.<br />

When my family – my wife, Eveline and<br />

our sons, 5 and 7 years old – is out<br />

swimming, riding bikes or hiking, the<br />

boys set the pace. I enjoy our time together<br />

immensely, even when my wife<br />

is on a multi-day birding expedition,<br />

taking care of bats or leading an excursion<br />

while the boys and I have our time<br />

together and I immerse myself in their<br />

world. My wife also leaves me time for<br />

my fastest hobby, which is not mountain-biking<br />

or skiing, but takes place<br />

on various racetracks across Europe.<br />

Numerous times every year I convert<br />

my KTM 1000 Superduke motorbike<br />

from street to race trim, put it on the<br />

trailer and head for the track – to see<br />

just how fast I can go. The performance<br />

of today’s bikes can only be fully<br />

enjoyed on the track and when a day<br />

of turning in laps goes well and without<br />

a spill, I’m in the “flow,” where I<br />

feel as one with the machine, my concentration<br />

is optimal and the effort<br />

seems almost playful. My sense of satisfaction<br />

after a successful day is huge<br />

and, similar to other hobbies (and my<br />

family), is a large part of my positive<br />

‘work/life balance.’<br />

11


Corporate Governance<br />

Table of contents<br />

0. Foreword and general framework<br />

1. <strong>Siegfried</strong> Group management structure & shareholders<br />

2. Capital structure<br />

3. Board of Directors<br />

4. Executive management<br />

5. Compensation, investments and loans<br />

6. Participatory rights of shareholders<br />

7. Controlling and defensive measures<br />

8. Auditors<br />

9. Information policy<br />

12 Corporate Governance


0. Foreword and general framework<br />

Regarding corporate governance, the <strong>Siegfried</strong> Group takes<br />

an integrated approach and is fully committed to mutual<br />

trust and clarity toward shareholders, employees, business<br />

journalists and financial analysts.<br />

Our experience with the SIX Swiss Exchange guidelines has<br />

shown the importance of stable and long-term relationships<br />

with all shareholders and stakeholders, and a sensible application<br />

of corporate governance instruments.<br />

Cooperate governance at <strong>Siegfried</strong> is based on the statutes<br />

of <strong>Siegfried</strong> Holding AG, the rules of procedure of the<br />

<strong>Siegfried</strong> Group, and the structure of the Group and the two<br />

Divisions, <strong>Siegfried</strong> Actives and <strong>Siegfried</strong> Generics. This report<br />

describes the principles of management and control of<br />

the <strong>Siegfried</strong> Group. Corporate governance of the <strong>Siegfried</strong><br />

Group substantially follows the “Swiss Code of Best Practice”<br />

of March 2002. In accordance with the Transparency<br />

law (Transparenzgesetz Art. 663b and Art. 663c) the remunerations,<br />

stock ownership by the members of the Board of<br />

Directors and executive management are now disclosed in<br />

the notes of the statutory financial statements of <strong>Siegfried</strong><br />

Holding AG.<br />

Corporate governance of the <strong>Siegfried</strong> Group is regularly<br />

reviewed and adjusted by the Board of Directors.<br />

Corporate Governance<br />

13


1. Structure of the <strong>Siegfried</strong> Group<br />

1.1 Management structure of the <strong>Siegfried</strong> Group (until February 28, 2010)<br />

<strong>Siegfried</strong> Holding<br />

Markus Altwegg, Ph. D.<br />

Chairman<br />

<strong>Siegfried</strong> Group<br />

Rudolf Hanko, Ph. D.<br />

CEO (since 05/01/09)<br />

Corporate Communications<br />

Peter A. Gehler<br />

CCO, Secretary to the BoD<br />

Human Resources<br />

Hanspeter Brun<br />

Head Human Resources<br />

Division Actives<br />

Hubert Stückler, Ph. D.<br />

President <strong>Siegfried</strong> Actives<br />

Division Generics<br />

Marianne Späne<br />

President <strong>Siegfried</strong> Generics<br />

Finance<br />

Michael Hüsler<br />

CFO (since 07/01/09)<br />

14<br />

Corporate Governance


Participation structure of <strong>Siegfried</strong> Holding AG<br />

Currency Share Capital in LC Participation Comments<br />

1. Switzerland<br />

<strong>Siegfried</strong> Ltd, Zofingen CHF 20 000 000 100.00%<br />

<strong>Siegfried</strong> Pharma Int. AG CHF 100 000 100.00%<br />

<strong>Siegfried</strong> Generics International AG, Zofingen CHF 2 000 000 100.00%<br />

<strong>Siegfried</strong> Finance AG, Zofingen CHF 14 000 000 100.00%<br />

Sigamed AG, Zug CHF 500 000 100.00%<br />

2. Europe<br />

<strong>Siegfried</strong> GmbH, Munich EUR 25 000 100.00%<br />

<strong>Siegfried</strong> Pharma Development GmbH, Munich EUR 25 000 100.00%<br />

<strong>Siegfried</strong> Generics (Malta) Ltd., Valletta EUR 100 000 100.00%<br />

<strong>Siegfried</strong> Deutschland Holding GmbH, Bad Säckingen EUR 1 790 000 100.00%<br />

Paid-in nominal capital:<br />

[<strong>Siegfried</strong> B.V., Amsterdam (in Liq.)] EUR 80 000 100.00% NLG 35,000 (20%)<br />

3. North and Central America<br />

<strong>Siegfried</strong> (USA), Inc., Pennsville USD 500 000 100.00%<br />

Penick Holding Company, Pennsville USD 2 100.00%<br />

Penick Corporation, Pennsville USD – 100.00%<br />

4. Asia<br />

SCI Pharmatech Inc., Taiwan TWD 361 617 420 16.11%<br />

Alpine Dragon Pharmaceuticals Ltd, Huangyang, Gansu Province, China USD 1 453 061 49.00%<br />

Corporate Governance 15


1.2 Shareholders<br />

Major shareholders<br />

The following table describes the shareholder structure of<br />

<strong>Siegfried</strong> Holding AG and lists shareholders reporting holdings<br />

of 3% or more of the voting rights of <strong>Siegfried</strong> Holding<br />

AG. In addition, the shareholdings of the Board of Directors<br />

and of the Group Management are shown.<br />

Shares held<br />

Shares held<br />

as of 31.12.<strong>2009</strong> % as of 31.12.2008 %<br />

With holdings over 3%<br />

Camellia Group (consisting of<br />

Camellia Holding AG, Glarus; Affish Ltd, Linton) 933 680 33.35 933 680 33.35<br />

<strong>Siegfried</strong> Shareholders’ Group (consisting of<br />

descendants of Dr. h.c. Hans <strong>Siegfried</strong> and Sigamed AG, Zug) 103 630 3.70 102 897 3.67<br />

Tweedy, Browne Company LLC, New York 1 275 361 9.83 287 532 10.27<br />

Bayerninvest Kapitalgesellschaft mbH, Munich<br />

(100% subsidiary of Kreissparkasse Biberach) 2 106 106 3.79 – –<br />

Total 1 418 777 50.67 1 324 109 47.29<br />

Board of Directors and Group Management<br />

Board of Directors, non-executive 3 23 971 0.86 16 491 0.59<br />

Board of Directors, executive and Group Management 2 945 0.10 7 257 0.26<br />

Total 26 916 0.96 23 748 0.85<br />

Others<br />

Public shareholders 1 342 385 47.94 1 443 381 51.55<br />

Shares held by <strong>Siegfried</strong> Holding AG 11 922 0.43 8 762 0.31<br />

Total 1 354 307 48.37 1 452 143 51.86<br />

Grand total 2 800 000 100.00 2 800 000 100.00<br />

The Camellia Group and the <strong>Siegfried</strong> Shareholders Group have granted each other the right of first refusal relative to the sale of shares held by them.<br />

1<br />

By its own account, Tweedy Brown LLC, New York, held 9.83% of the shares of <strong>Siegfried</strong> Holding AG; 3% of these shares are registered in the share register<br />

with voting rights.<br />

2<br />

By its own account, Bayerninvest, Munich, Germany held 3.79% of the shares of <strong>Siegfried</strong> Holding AG; Bayerninvest has not applied to register these shares<br />

in the share register.<br />

3<br />

Excluding the shareholdings of Dr. Bernard A. <strong>Siegfried</strong>, which are included under “<strong>Siegfried</strong> Shareholders’ Group.”<br />

1.3 Crossholdings<br />

The <strong>Siegfried</strong> Group has not entered into any crossholdings<br />

with other companies involving capital or voting.<br />

16<br />

Corporate Governance


2. Capital structure<br />

2.1 Capital<br />

The share capital of <strong>Siegfried</strong> Holding is CHF 5,600,000 and<br />

is divided into 2,800,000 fully paid-up registered shares with<br />

a par value of CHF 2 each.<br />

2.2 Changes in capital during the past three<br />

reporting years<br />

There were no changes in capital during the last three years.<br />

2.3 Limitations on transferability and registration<br />

Only persons entered in the share register can exercise the<br />

right to vote and the privileges related thereto. Registration<br />

is subject to the following statutory restrictions:<br />

– Registration requests are considered granted if the company<br />

has not denied them within 20 days after receipt.<br />

– Petitioners must declare in writing that they have acquired<br />

the shares in their own name and account.<br />

– The Board of Directors must deny the request if the petitioner<br />

alone or together with associated persons controls<br />

more than 3% of the voting rights after approval.<br />

– Upon presentation of relevant reasons,<br />

the Board of Directors may approve exceptions.<br />

– To the extent that federal regulations require that the<br />

company be controlled by Swiss citizens, the Board of<br />

Directors must deny the request if the registered foreigner<br />

already controls over 10% of the voting rights or would<br />

do so after registration.<br />

No exceptions were granted during the reporting year.<br />

Corporate Governance<br />

17


3. Board of Directors<br />

The tasks of the Board of Directors are governed by law and<br />

are set forth in the statutes and company regulations of the<br />

<strong>Siegfried</strong> Group.<br />

3.1 Members of the Board of Directors<br />

The Board of Directors of <strong>Siegfried</strong> Holding AG comprises<br />

seven persons. The members of the Board of Directors have<br />

no significant business relationships with <strong>Siegfried</strong> Holding<br />

AG or the <strong>Siegfried</strong> Group.<br />

The following table gives information about the name, age,<br />

position, and date of entry and duration of term in office of<br />

the members of the Board of Directors:<br />

Board of Directors<br />

From left to right:<br />

Bernard A. <strong>Siegfried</strong>, Ph.D., Susy Brüschweiler,<br />

Markus Altwegg, Ph.D., Thomas Staehelin, Ph.D.,<br />

Prof. Felix Gutzwiller, M.D., Felix K. Meyer, Ph.D.<br />

(Malcolm Perkins is not included in the photo)<br />

18<br />

Corporate Governance


Name Birthyear Position Entry Elected until<br />

Markus Altwegg 1941 Chairman, non executive 2002 2011<br />

Thomas Staehelin 1947 Vice-Chair, non-executive 1991 2012<br />

Bernard A. <strong>Siegfried</strong> 1934 Honarary Chair and member, non-executive 1977 2010<br />

Susy Brüschweiler 1947 Member, non-executive 1999 2011<br />

Felix Gutzwiller 1948 Member, non-executive 1999 2011<br />

Felix K. Meyer 1953 Member, non-executive 2006 2012<br />

Malcolm Perkins 1945 Member, non-executive 2008 2011<br />

Secretary to the Board of Directors:<br />

Peter A. Gehler 1958 2000<br />

Corporate Governance<br />

19


3.2 Profiles<br />

Markus Altwegg, Ph.D., Chairman<br />

Markus Altwegg (1941) joined the Board of <strong>Siegfried</strong><br />

Holding AG in 2002 and became Chairman in 2003. At the<br />

Roche Group, he was responsible for the worldwide operations<br />

of the Vitamin & Fine Chemicals Division from 1999<br />

until his retirement in 2003. Prior to that he held various<br />

positions within different departments at Roche since 1968<br />

and was appointed to the Executive Committee in 1986.<br />

Markus Altwegg serves on the Board of the Energiedienst<br />

Holding AG and the private bank Sal. Oppenheim AG.<br />

Furthermore, he is a member of numerous industry associations<br />

and scientific and charity organizations. He is Chairman<br />

of the committee of the Basel Museum of Art, a committee<br />

member of the Basel Museum of Ancient Art and Chairman<br />

of the committee of the Technology Transfer Organization<br />

(WTT) of the University of Basel.<br />

He has a Ph.D. in Economics from the University of Basel.<br />

Markus Altwegg is a Swiss citizen.<br />

Thomas Staehelin, Ph.D., Vice Chairman<br />

Thomas Staehelin (1947) was appointed Vice Chairman<br />

of <strong>Siegfried</strong> Holding AG in 1999; prior to that he served<br />

as the company’s Chairman from 1991 and 1998. Thomas<br />

Staehelin is a partner in Fromer, Schultheiss und Staehelin,<br />

a law firm in Basel. As a lawyer, he specializes in tax,<br />

corporate, and contract law.<br />

Thomas Staehelin is Chairman of the Basel Chambers of<br />

Commerce and a board member and chairman of the tax<br />

and finance committee of the Swiss Business Federation<br />

(economiesuisse). He is a member of the Board of the Association<br />

of Private Joint Stock Companies and a member of<br />

the Expert Committee on Financial <strong>Report</strong>ing (SWISS GAAP<br />

FER). Thomas Staehelin serves on the Board of Directors of<br />

the following companies: Chairman of Swissport International<br />

AG, Kühne Holding AG, and Scobag Private Bank AG,<br />

Board member of Kühne & Nagel International AG, Lantal<br />

Textiles, and Inficon Holding. In a few of these companies he<br />

also chairs the auditing committee.<br />

Thomas Staehelin is a Swiss citizen.<br />

20 Corporate Governance


Bernard A. <strong>Siegfried</strong>, Ph.D., Honorary Chairman<br />

Bernard A. <strong>Siegfried</strong> (1934) was Chairman of <strong>Siegfried</strong><br />

Holding AG from 1998 to 2003. After furthering his professional<br />

development in Mexico and the USA, he joined the<br />

family-owned company in 1967. In 1977 Bernard A.<br />

<strong>Siegfried</strong> was appointed Chief Executive Officer, and on<br />

January 1, 2001 he withdrew from all operative functions.<br />

In recognition of his services to the company, the Board of<br />

Directors appointed him Honorary Chairman in 2003. He<br />

continues as a regular member of the Board of Directors.<br />

Bernard A. <strong>Siegfried</strong> has a Ph.D. in Economics from the<br />

University of St. Gall (HSG) in Switzerland. He is a member<br />

of the Board of Directors of Camellia, PLC, Linton (UK).<br />

Bernard A. <strong>Siegfried</strong> is a Swiss citizen.<br />

Susy Brüschweiler<br />

Susy Brüschweiler (1947) was appointed to the Board of<br />

<strong>Siegfried</strong> Holding AG in 1999. A trained nurse, she studied<br />

economics and business management at the University of<br />

Neuchâtel. From 1986 to 1990 she directed the Bois-Cerf<br />

Nursing School in Lausanne, Switzerland; and from 1990<br />

to 1994 she was headmistress of the School for Nursing<br />

Management in Aarau, Switzerland. In 1995 she joined the<br />

former SV-Service (market leader in Swiss catering services)<br />

as CEO, transforming the association into the SV GROUP<br />

Inc., which she heads as CEO today.<br />

Susy Brüschweiler is a member of the Boards of Schweizerische<br />

Mobiliar Holding AG and the Schweizerische<br />

Mobiliar Association (an insurance company), and Movis AG.<br />

She serves on the Board and the Board Committee of the<br />

Swiss Employers’ Association. In December <strong>2009</strong>, she joined<br />

the Board of the Swiss Paraplegic Foundation, Nottwil.<br />

Susy Brüschweiler is a Swiss citizen.<br />

Corporate Governance 21


Prof. Felix Gutzwiller, M.D.<br />

Felix Gutzwiller (1948) joined the Board of <strong>Siegfried</strong> Holding<br />

AG in 1999. Since 1988 he is a professor and head of the<br />

Preventive Medicine Department at the University of Zurich.<br />

He is a member of the Swiss Parlament (Senate).<br />

Felix Gutzwiller completed his studies at the universities<br />

of Basel, Harvard, and Johns Hopkins (U.S.A.).<br />

In addition to <strong>Siegfried</strong> Holding AG, Felix Gutzwiller is also<br />

on the Boards of Rahn AG, Medi-Clinic (Switzerland) AG,<br />

Bank Clariden Leu AG, Axa Winterthur Schweiz AG, and<br />

Osiris Therapeutics, Inc. He serves on the Board of Trustees<br />

of numerous charity, scientific and public health foundations.<br />

Felix Gutzwiller is a Colonel in the Swiss Army.<br />

Felix Gutzwiller is a Swiss citizen.<br />

Felix K. Meyer, Ph.D.<br />

Felix K. Meyer (1953) joined the Board of <strong>Siegfried</strong> Holding<br />

AG in 2006. He worked for Ciba-Geigy AG (later Ciba<br />

Specialty Chemicals) from 1981-2004, and held various positions<br />

in Switzerland and abroad, ultimately, as a Segment<br />

Manager and member of the Board. During this time he focused<br />

corporate strategy and marketing issues, representing<br />

the company in joint ventures in Europe and Asia (China and<br />

Japan). From 2004 to <strong>2009</strong>, Felix K. Meyer was CEO of the<br />

Baerlocher Group, a global specialty chemicals company<br />

with headquarters in Munich, Germany.<br />

Since January 2010, he is a member of the advisory board<br />

of the Baerlocher Group.<br />

He received his Ph.D. in Chemical Engineering from the<br />

ETH in Lausanne, Switzerland and spent a year in Stanford<br />

University (U.S.A.) as a Post-doctoral Fellow.<br />

Felix K. Meyer is a Swiss citizen.<br />

22 Corporate Governance


Malcolm Perkins<br />

Malcolm Perkins (1945) joined the Board of <strong>Siegfried</strong> Holding<br />

AG in 2008. He was Managing Director since 1974 and<br />

Chairman since 1996 of Linton Park Plc, a listed company<br />

within the Camellia Plc Group. In 1999, he joined the Board<br />

of Camellia and was elected Chairman in 2001. His responsibilities<br />

for the Camellia Group have necessitated him working<br />

in the UK, East and Southern Africa, the U.S.A. and the<br />

Indian subcontinent.<br />

Malcolm Perkins is a British citizen.<br />

Corporate Governance<br />

23


3.3 Linking directorates<br />

3.3.1 Corporate linking directorates<br />

Malcolm Perkins is Chairman of the Board of Directors and<br />

Bernard A. <strong>Siegfried</strong> is a member of the Board of Camellia,<br />

Plc, Linton.<br />

There is no other mutual representation between the<br />

Boards of <strong>Siegfried</strong> Holding AG and those of other listed<br />

companies.<br />

3.3.2 Linking directorates within the Board<br />

All directorates in other listed companies of the members<br />

of the Board of <strong>Siegfried</strong> Holding AG are described under<br />

Section 3.2 “Profiles”.<br />

3.4 Election and period of office<br />

The Board of Directors of <strong>Siegfried</strong> Holding AG is elected<br />

by the General Meeting of Shareholders and subsequently<br />

constitutes itself. Members of the board are elected in a<br />

staggered sequence for a period of three years and can be<br />

re-elected. Regulations specify that members must retire<br />

from the Board of Directors at the General Meeting of<br />

Shareholders following their 68th birthday. A special ruling<br />

can be made for the Chairman or the Honorary Chairman.<br />

Decisions are made by the entire Board of Directors.<br />

Four committees assist them:<br />

– Audit & Finance<br />

– Human Resources<br />

– Nomination & Compensation<br />

– Products & Market<br />

The responsibilities and competencies of the committees<br />

are set forth in the adjoining excerpt from the company<br />

regulations of the <strong>Siegfried</strong> Group.<br />

During the business year, the Board of Directors met for six<br />

meetings, an assessment meeting and a strategy seminar.<br />

All members of the Board of Directors (with one exception)<br />

were present. The assessment meeting analyzed the<br />

cooperation within the Board and evaluated how goals were<br />

achieved.<br />

During the year, the Audit & Finance committee met four<br />

times, the HR committee, the Nomination & Compensation<br />

committee, and the Products & Markets committee all met<br />

two times. The following table shows the composition of<br />

the Board committees:<br />

3.5 Internal organization<br />

The Board of Directors is responsible for supervision of the<br />

Group and the Divisions. The Board determines group<br />

strategy, the allocation of resources and the structure of the<br />

Group. It is also responsible for setting the organizational<br />

structure, accounting, financial control, and financial planning.<br />

To the extent it does not exercise these duties itself or<br />

delegate them to the Chairman of the Board of Directors,<br />

the Board delegates management of the business to the<br />

CEO of the <strong>Siegfried</strong> Group, who is responsible for management<br />

and for all matters not otherwise delegated to another<br />

company body by law, statutes or organizational regulations.<br />

Committee Chair Members<br />

Audit and Finance Thomas Staehelin Susy Brüschweiler<br />

Human Resources Susy Brüschweiler Felix K. Meyer<br />

Nomination & Compensation Markus Altwegg Thomas Staehelin<br />

Felix K. Meyer,<br />

Products & Market Felix Gutzwiller Malcolm Perkins<br />

24 Corporate Governance


3.6 Executive management information<br />

and control instruments<br />

Information is based on monthly reporting that is structured<br />

as follows: results for the Group, the Divisions, and individual<br />

sites are presented in detail and compared with the<br />

budget and the previous year’s results – including a results<br />

forecast for the entire year. Monthly comments focus on any<br />

deviations from plan, important business incidents, and key<br />

performance indicators. A fully consolidated financial statement<br />

is prepared every quarter.<br />

The results are discussed and evaluated with the CEO,<br />

the CFO, and with the Division managers at the Board<br />

of Directors meetings.<br />

Excerpt from the company regulations of the <strong>Siegfried</strong> Group<br />

3.3.3 Committees appointed by the Board of Directors<br />

The Board of Directors may appoint committees, at least for such topics as<br />

personnel (HR committee), products / market (Products & Markets committee),<br />

nomination and compensation (Nomination & Compensation committee) and<br />

audit and finance (Audit & Finance committee). Such committees also determine,<br />

at an early stage, the risks in various business activities through contact<br />

with the responsible authorities, and informing the Board of Directors. They<br />

do not have powers of decision (exception: the Nomination & Compensation<br />

committee on the compensation for the Group Management), but do have<br />

a comprehensive right of information as well as issuing recommendations to<br />

the Board of Directors. They may request items to be included on the agenda<br />

at the next meeting of the Board of Directors, and report on their activities at<br />

the Board meetings. As a rule, two members of the Board shall be included<br />

on a committee, one of whom shall be the Chairperson. The committees<br />

meet as often as is necessary, at least, however, twice a year.<br />

The issues to be covered include:<br />

Human Resources:<br />

– Personnel policies of the Group and the Divisions<br />

– Maintaining company know-how, training and continued education<br />

– Being an attractive employer<br />

– Parameters for negotiations between management and labor<br />

– Employee surveys and their evaluation<br />

– Talent promotion, management development<br />

– All pension plans and other social benefits<br />

provided by the Group companies<br />

– Supply structure, services, products<br />

– Market processing, instruments, geographic presence<br />

– Market coverage, market data, market evaluation<br />

Nomination/compensation<br />

– Nominations to the Board, the Board of Director committees,<br />

Division heads and Holding functions<br />

– Compensation policy of the <strong>Siegfried</strong> Group<br />

– Compensation recommendations for Board members,<br />

submitted to the entire Board<br />

– Setting the employment conditions and compensation for Division heads,<br />

Holding functions, and members of the executive management<br />

– Bonus systems and stock and option programs<br />

Auditing/finances<br />

– Accounting<br />

– External and internal auditing<br />

– Budget, medium-term and long-term planning<br />

– Financial planning<br />

– Monitoring management accounting (controlling)<br />

Products/markets<br />

– Pipelines<br />

Corporate Governance<br />

25


Dr. Birgit Timischl<br />

Project Manager / Development<br />

When I speak people hear that I’m<br />

from Austria. And like many of my –<br />

often very famous – fellow countrymen,<br />

I’ve seen a good bit of the world<br />

too. My interest in foreign countries<br />

began when I was a young student<br />

and traveled a lot by train. Thanks to<br />

the “Erasmus” European student exchange<br />

program I was able to spend a<br />

semester in Sweden. I wrote my degree<br />

thesis in Fribourg, Switzerland. The first<br />

part of my graduate work was done in<br />

Stanford, California; from there I went<br />

to Regensburg in Bavaria, Germany to<br />

complete my dissertation. After graduating<br />

I returned to Switzerland to work<br />

at <strong>Siegfried</strong> in Zofingen. Finally, I now<br />

live in Zurich, so I still get to travel a bit<br />

– it’s a daily two-hour commute with<br />

the train. And I like to use this time for<br />

one of my favorite hobbies: reading.<br />

I read everything from fantasy and science<br />

fiction, to the classic works and<br />

non-fiction books on philosophy and<br />

molecular biology.<br />

Of course, I don’t just live in a fantasy<br />

world. I am fascinated by all there is to<br />

explore in the real world too – on foot,<br />

on my bike, or with snowshoes in the<br />

winter.<br />

When I get to Zofingen, my time is<br />

dedicated to analytical development,<br />

an area that ensures the high quality of<br />

our formulas. Sometimes we implement<br />

our clients’ test methods on our<br />

systems, optimize these methods or<br />

develop our own, once in a while with<br />

new analysis instruments. I greatly enjoy<br />

learning how to use and test new<br />

instruments, what can be achieved<br />

with the processes and where the limits<br />

are. In fact, I really like developing<br />

and optimizing new things, and later<br />

during the validation processes and in<br />

daily use, show how well they work.<br />

It’s not a good thing when problems<br />

pop up – it often means more stress.<br />

But the challenge to work hard on a<br />

solution is also gratifying – especially<br />

when you’ve unraveled a particularly<br />

tough problem.<br />

I appreciate my job as an interface between<br />

many different departments and<br />

people. For example, we discuss the<br />

pending jobs and results with the analytical<br />

development lab specialists.<br />

Then there are the colleagues on the<br />

Quality Center team that make sure<br />

the methods we’ve developed run reliably<br />

in daily operation. Quality is a very<br />

important aspect that I have come to<br />

appreciate and try to integrate in the<br />

method development and documentation.<br />

We also work closely with the colleagues<br />

in Synthesis; it’s important that<br />

we also understand their requirements<br />

for a chemical process, so we can develop<br />

and optimize our processes.<br />

Last but not least, a good working relationship<br />

with the people in production<br />

helps ensure that scaling up to<br />

pilot production and finally, to full<br />

commercial production is successful.<br />

This is the actual goal of our development<br />

efforts: when a project goes into<br />

production, it’s key that we can follow<br />

the process exactly and provide support<br />

by quickly analyzing and solving<br />

any problems that arise. Other important<br />

partners include the Quality Assurance<br />

team that oversees the creation<br />

of our documents according to GMP<br />

guidelines. Of course, I also enjoy the<br />

contact to our customers, where we<br />

reconcile their oftentimes very different<br />

demands with the realities at <strong>Siegfried</strong>.<br />

All in all, it’s exciting to work on different<br />

projects with so many people. It<br />

motivates me to keep learning anew<br />

and stay attuned to emerging challenges.<br />

I can never complain about<br />

boredom! Often I go to the lab early in<br />

the morning, hoping to tackle the next<br />

item on my “to do” list. But then, an<br />

urgent call from a customer, or something<br />

is amiss at the facility, or the<br />

chromatogram readouts look a bit<br />

strange – and already the day goes by<br />

where I’m busy with completely different<br />

things.<br />

27


Group Management<br />

From left to right:<br />

Peter A. Gehler, Michael Hüsler, Rudolf Hanko, Ph.D., Marianne Späne,<br />

Hubert Stückler, Ph.D., Hanspeter Brun<br />

28 Corporate Governance


4. Executive management<br />

The Chief Executive Officer is responsible for managing the<br />

operations and performance of the Group and its Divisions.<br />

Subject to the competencies and instructions of the Board<br />

of Directors and/or the President, the CEO reports to the<br />

Board of Directors and is responsible for implementing and<br />

achieving the corporate objectives and for management and<br />

control of the Group Divisions and subsidiary companies<br />

(with responsibility for earnings and the balance sheet).<br />

The powers and tasks of the CEO are set forth in detail<br />

in the organizational regulations of the <strong>Siegfried</strong> Group.<br />

4.1 Members of Group Management<br />

Name Birthyear Position Start In current position since<br />

Rudolf Hanko 1955 Chief Executive Officer <strong>2009</strong> <strong>2009</strong><br />

Hanspeter Brun 1948 Head Human Resources 1989 1989<br />

Peter Gehler 1958 Chief Communications Officer, Secretary to the BoD 2000 2002<br />

Michael Hüsler 1972 Chief Financial Officer <strong>2009</strong> <strong>2009</strong><br />

Marianne Spähne 1962 President <strong>Siegfried</strong> Generics Division 2004 2008<br />

Hubert Stückler 1953 President <strong>Siegfried</strong> Actives Division 2004 2004<br />

Corporate Governance 29


4.2 Portraits<br />

Dr. Rudolf Hanko, CEO<br />

On May 1, <strong>2009</strong>, Dr. Rudolf Hanko (1955) took over as CEO<br />

of <strong>Siegfried</strong>. He worked previously in the chemical-pharmaceutical<br />

industry in various management positions, prior to<br />

<strong>Siegfried</strong> with the German company, Evonik Industries AG as<br />

head of Custom Synthesis and Amino Acids division. Rudolf<br />

Hanko also headed the Pharmaceutical division of Bayer AG<br />

as head of Chemical Research and as General Manager of<br />

the Fine Chemicals division.<br />

Rudolf Hanko received his Ph.D. in Chemistry from the<br />

University of Goettingen, Germany and completed postdoctoral<br />

studies at the Max Planck Institute (Germany).<br />

Hanspeter Brun, Head Human Resources<br />

Hanspeter Brun (1948) joined the <strong>Siegfried</strong> Group in 1989<br />

as Head of Human Resources, and since 2005, is also the<br />

Zofingen Site Manager. Previously, he was responsible for<br />

Human Resources and Training at an electrotechnical company<br />

in Zurich. He completed an apprenticeship as a lab assistant,<br />

and then graduated from the Institute for Applied<br />

Psychology (IAP) in Zurich with a degree in Industrial Psychology.<br />

Hanspeter Brun is on the Board of Directors of Parkhaus<br />

AG, Zofingen and the Housing Association (Wohnbau-<br />

Genossenschaft) Zofingen, and the Landenhof Foundation<br />

(Swiss School for the Hearing Impaired), Unterentfelden.<br />

Hanspeter Brun is a Swiss citizen.<br />

Rudolf Hanko is a German citizen.<br />

30 Corporate Governance


Peter A. Gehler, CCO and Secretary to the Board of Directors<br />

Peter Gehler (1958) has been Chief Communications Officer<br />

of the <strong>Siegfried</strong> Group since 2000 and also head of the<br />

Chairman’s Office since 2002. As Chief Communication Officer,<br />

he heads the Corporate Communications Department.<br />

Prior to joining <strong>Siegfried</strong>; he was a marketing and sales<br />

manager in the textile industry (1988-92) and an independent<br />

consultant for marketing and communications from<br />

1992 until 1999, mainly for industrial and commercial<br />

clients. Peter Gehler graduated from the University for<br />

Applied Sciences, St Gall with a Business Administration<br />

degree (major in Marketing); in 2006 he received his Master<br />

degree in Economics and Marketing from the University of<br />

Basel. He is a member of the Board of Directors of the<br />

Aargau Chamber of Commerce & Industry (AIHK), and<br />

Chairman of the Zofingen Regional Chamber of Commerce<br />

& Industry (WRZ). Further, he is also member of the Advisory<br />

Board to the New Aargauer Bank (NAB) and of the Nische<br />

Foundation (for hearing impaired) in Zofingen, and member<br />

of the Board of the Soliday Foundation.<br />

Michael Hüsler, CFO<br />

Michael Hüsler (1972) joined <strong>Siegfried</strong> as Chief Financial Officer<br />

on July 1, <strong>2009</strong>. He completed his studies in Economics<br />

in 1997 at the University of Basel and worked at PricewaterhouseCoopers<br />

as an Economic Planner until 2000. From<br />

2000-2005 he was Corporate Controller and finally, Head of<br />

Corporate Controlling at Straumann Holding AG. In addition,<br />

he completed his studies as a Certified IFRS Accountant<br />

in 2004. Michael Hüsler was CFO and member of the executive<br />

management at Bachem Holding AG from 2005-<strong>2009</strong>.<br />

Michael Hüsler is a Swiss citizen.<br />

Peter Gehler is a Swiss citizen.<br />

Corporate Governance 31


Marianne Späne, President <strong>Siegfried</strong> Generics<br />

Marianne Späne (1962) joined <strong>Siegfried</strong> in 2004. She has<br />

headed the <strong>Siegfried</strong> Generics Division since October 2008<br />

and was previously responsible for the Classical Generics<br />

business unit. Between 2004 and January 2008, Marianne<br />

Späne managed the Business Development department<br />

and the Supply Chain for Generics.<br />

Prior to joining <strong>Siegfried</strong>, she worked for Boucheron, a<br />

cosmetics company, in logistics, business development and<br />

as site manager. Later, she changed to the pharmaceutical<br />

industry and joined Schweizerhall as a head of the sales<br />

and marketing department of the Pharma Division. Later,<br />

she joined Aceto, a U.S. company, where she developed<br />

European expansion strategies. Marianne Späne holds a<br />

degree in finance, business administration and marketing<br />

from the Kaufmännische Führungsschule KFS in Basel and<br />

the Marketing & Business School in Zurich.<br />

Hubert Stückler, Ph.D., President <strong>Siegfried</strong> Actives<br />

Hubert Stückler (1953) took over as Head of the <strong>Siegfried</strong><br />

Actives Division in 2004 (then a Business Unit).<br />

Before joining <strong>Siegfried</strong>, he worked for Chemie Linz in<br />

various functions, where he was appointed member of the<br />

executive management responsible for R&D, Marketing &<br />

Sales, Purchasing and PR. He was promoted to New Business<br />

Development Manager after the company was acquired by<br />

DSM (The Netherlands) in 1996; he was also member of<br />

the ‘Acquisition and Integration’ team during the purchase<br />

of the Roche Vitamin Division (2003). He graduated with<br />

a Ph.D. from the University of Graz, Austria.<br />

Hubert Stückler is an Austrian citizen.<br />

Marianne Späne is a German citizen.<br />

32 Corporate Governance


Corporate Governance 33


4.3 Management Contracts<br />

<strong>Siegfried</strong> Holding AG and the companies of the Group have<br />

not concluded management contracts with any third parties.<br />

of each year. Since September 2005, the investment amount<br />

set by each employee is automatically deducted from his<br />

or her salary.<br />

5. Compensation, Investments and Loans<br />

5.1 Contents and process for compensation<br />

and participation<br />

The members of the Board of Directors are compensated<br />

at the level set by the Board of Directors, as recommended<br />

by the Board’s Nomination & Compensation committee.<br />

<strong>Siegfried</strong> Group managers receive compensation based on<br />

performance, which can range from 5% to 40% of the base<br />

salary. The actual component depends on the achievement<br />

of business targets within the particular area of responsibility<br />

and individual objectives. Achievement of the business<br />

targets influences the variable component by a factor of 0<br />

(worst case) and up to a factor of 1.75 (best case). The factors<br />

for attaining personal goals lie between 0 and 1.25. The<br />

variable component can achieve a maximum factor of 1.5.<br />

The Nomination & Compensation committee sets the levels<br />

of compensation for executive management.<br />

The period of notice for executive management is six<br />

months.<br />

5.2. Employee Stock Option Plan (ESOP)<br />

In August 2005 the <strong>Siegfried</strong> Group introduced a stock option<br />

plan for all Swiss employees. They can invest up to 10%<br />

of their income in this option plan to buy <strong>Siegfried</strong> shares.<br />

Board of Director members can participate in the option plan<br />

with their entire salary. The subscription rights are subject<br />

to a lock-up period of three years. The company contributes<br />

a supplement of 30% of the employee’s amount. Employees<br />

may opt out or adjust their investment amount in August<br />

A total of 123 employees and 6 members of the Board<br />

participated in the stock option plan in <strong>2009</strong>.<br />

5.3 Compensation of current and former members<br />

of governing bodies<br />

See report on page 110.<br />

5.4 Distribution of shares during <strong>2009</strong><br />

As part of his total compensation, a member of the executive<br />

management received 500 shares of <strong>Siegfried</strong> Holding<br />

AG in September <strong>2009</strong>, which are locked-in for 3 years. In<br />

December <strong>2009</strong>, a further member of the executive management<br />

received 100 shares as a bonus for the successful<br />

project implementation, also with a locked-in period of three<br />

years. No further <strong>Siegfried</strong> Holding AG shares were allotted<br />

to any other members of the Board of Directors, Group<br />

management, or to persons associated with them during the<br />

<strong>2009</strong> business year.<br />

5.5 Share ownership<br />

Ownership of shares by members of the Board of Directors<br />

or executive management is listed in the consolidated<br />

financial statement of <strong>Siegfried</strong> Holding AG in this report<br />

on page 111.<br />

34 Corporate Governance


5.6 Additional fees and compensation<br />

No members of the Board of Directors, Group Management,<br />

or persons associated with them billed either <strong>Siegfried</strong><br />

Holding AG or any of its Group companies for additional<br />

services that equal or exceed by 50% their compensation<br />

as a Board member during the <strong>2009</strong> business year.<br />

5.7 Loans to corporate bodies<br />

Members of the Board of Directors or executive management<br />

and/or persons closely associated with them are/were<br />

not previously involved in any business activities beyond the<br />

usual activities of <strong>Siegfried</strong> Holding AG or any of its Group<br />

companies, or in other extraordinary business activities that<br />

are essential to <strong>Siegfried</strong> Holding AG during the current or<br />

the previous business year.<br />

As of 31 December <strong>2009</strong>, <strong>Siegfried</strong> Holding AG and its<br />

Group companies have provided no guarantees, loans,<br />

advances or credits to members of the Board or Group<br />

Management, or to any person associated with them.<br />

6. Voting rights and proxy<br />

6.1 Voting rights and proxy<br />

Each voting share registered at the General Meeting of<br />

Shareholders of <strong>Siegfried</strong> Holding AG is accorded one vote.<br />

Registered shareholders can choose to be represented by<br />

a legal representative or by another registered shareholder,<br />

which requires a written power of attorney.<br />

6.2 Statutory quorums<br />

Decisions are made at the General Meeting of Shareholders<br />

by absolute majority of the shares voted, unless otherwise<br />

required by law or the statutes. In a tie vote, the President<br />

casts the deciding vote.<br />

At least a two-thirds majority of the shares voted and an<br />

absolute majority of the share value is required for decisions<br />

concerning:<br />

– Amendment of the corporate purpose<br />

– Introduction of voting shares<br />

– Amendment of the provisions concerning<br />

the transfer of registered shares<br />

– Conversion of registered shares into bearer shares<br />

– An authorized or conditional increase in capital<br />

– An increase in capital from shareholder’s equity,<br />

from a non-cash capital contribution or asset acquisition,<br />

or from the granting of special privileges<br />

– Restriction or cancellation of stock options<br />

– Transfer of the company’s legal place of business<br />

– Company closure without liquidation<br />

6.3 Calling a General Meeting of Shareholders<br />

and setting the agenda<br />

The calling of a General Meeting of Shareholders and setting<br />

of the agenda are subject to the applicable legal regulations.<br />

Corporate Governance 35


Shareholders with at least 250,000 shares with voting rights,<br />

amounting to a total nominal capital of CHF 500,000 are<br />

authorized to propose agenda items for the General Meeting,<br />

when submitted at least 45 days prior to the General<br />

Meeting of Shareholders. <strong>Siegfried</strong> Holding AG also inquires<br />

if these stockholders intend to submit any particular agenda<br />

items.<br />

6.4 Entry into the share register/invitation<br />

to the General Meeting of April 14, 2010<br />

For the General Meeting the Board of Directors has set a<br />

deadline (Wednesday, April 7, 2010, 8:00 a.m.) to determine<br />

the eligible shareholders. All participants must be registered<br />

in the share register by this time. Admission tickets and<br />

voting materials can be ordered with the response card<br />

(<strong>Siegfried</strong> Holding AG, Share Register, c/o Nimbus AG, Postfach,<br />

CH-8866 Ziegelbrücke, Switzerland) by April 9, 2010.<br />

Upon receipt of the response card, an admission ticket and<br />

the voting materials are sent to the shareholder. No entries<br />

will be made into the share register from April 7, 2010,<br />

8 a.m. until April 15, 2010. Shareholders who sell their<br />

shares prior to the General Meeting of Shareholders forfeit<br />

their voting rights.<br />

The invitation to the General Meeting, the minutes of the<br />

previous General Meeting, and the proposals of the Board of<br />

Directors can be viewed on the website of <strong>Siegfried</strong> Holding<br />

AG (www.siegfried-holding.com) as of March 23.<br />

7. Control changes and defensive measures<br />

7.1 Duty to offer<br />

There are no statutory regulations regarding opting out<br />

or opting up (Art. 22 BEHG).<br />

7.2 Control change clauses<br />

There are no control change clauses.<br />

8. Auditors<br />

8.1 Period of the contract and length of service<br />

of the lead auditor<br />

PricewaterhouseCoopers AG (PwC), Basel (or predecessor<br />

organizations) has been the auditor of <strong>Siegfried</strong> Holding AG<br />

since 1920. The lead auditor, Dr. M. Jeger, carried out the<br />

audits of both mandates for the seventh time in <strong>2009</strong>.<br />

8.2 Audit fees and additional fees<br />

PwC billed the <strong>Siegfried</strong> Group CHF 377,400 during <strong>2009</strong><br />

for services in connection with auditing of the financial<br />

statement of <strong>Siegfried</strong> Holding AG and of the Group<br />

companies and the consolidated financial statement of the<br />

<strong>Siegfried</strong> Group. PricewaterhouseCoopers also received<br />

CHF 36,000 for tax services. For the auditing of foreign subsidiaries<br />

CHF 37,000 was paid to other auditing companies;<br />

these companies received over CHF 133,000 for further<br />

services in <strong>2009</strong>.<br />

8.3 Supervision and control instruments<br />

related to the audit<br />

As mandated by the Board of Directors, the Audit & Finance<br />

committee oversees and evaluates the performance of the<br />

external auditors, and advised if PwC should be nominated<br />

for re-election at the General Meeting. The parameters used<br />

to judge auditor services include technical and operative<br />

competency, an independent and objective point of view,<br />

application of sufficient resources, a focus on areas of higher<br />

risk for <strong>Siegfried</strong>, presentation of effective and practical recommendations,<br />

and open and efficient communication and<br />

coordination with the Finance & Audit committee. In <strong>2009</strong>,<br />

the committee met three times with the PwC representatives.<br />

Usually, all members of the Finance & Audit committee,<br />

the partner and senior PwC manager, our CEO, CFO,<br />

and the Chief Communications Officer/Secretary to the<br />

Board of Directors attend these meetings. The auditors present<br />

the auditing plans and test results to the committee and<br />

submit a comprehensive report to the Board of Directors<br />

(as specified by Art. 728b of the Swiss Code of Obligations).<br />

36 Corporate Governance


The Finance & Audit committee approves, together<br />

with the CFO, the remuneration of PwC for auditing and<br />

related services.<br />

9. Information policy<br />

The <strong>Siegfried</strong> Group is committed to an open and consistent<br />

information policy. The media, financial analysts and other<br />

interest groups are kept up to date on important developments<br />

and events. Shareholders are informed semi-annually<br />

on the state of the business and receive the annual report<br />

and the semi-annual report upon request. The annual report,<br />

minutes of the previous General Meeting, media releases,<br />

important contacts, and current share price can be found<br />

at www.siegfried-holding.com. A news conference is held<br />

annually for the media and financial analysts.<br />

<strong>Siegfried</strong> Holding strictly observes the SIX Swiss Exchange’s<br />

duty of disclosure (ad hoc notification) regarding events that<br />

could affect the stock price.<br />

In 2010, the company will inform about the course of<br />

business as follows:<br />

– March 5, 2010: Publication of results for the <strong>2009</strong> business<br />

year at a media and analyst conference in Zofingen<br />

– April 14, 2010: General Assembly of Shareholders<br />

in Zofingen<br />

– August 27, 2010 (tentative): Publication of semi-annual<br />

figures at a telephone conference at 9:30 a.m.<br />

– October 28, 2010 (tentative): Publication of business<br />

figures for the first nine months of the 2010 business year<br />

Corporate Governance<br />

37


Dr. Tanja Westphal<br />

Manager Pharmaceutical Development<br />

I’ve been a Project Manager with Pharmaceutical<br />

Development in Zofingen<br />

since September 2008. For <strong>Siegfried</strong><br />

(and also other companies) I develop<br />

medications together with my colleagues<br />

from other departments. We<br />

do everything, from the initial feasibility<br />

study to formula development, clinic<br />

sample production, and up to transfer<br />

to pharmaceutical production.<br />

That I would end up specializing in<br />

pharmaceutical technology came to<br />

me relatively late in my studies. At the<br />

time I was doing an internship at a<br />

galenical development department and<br />

because my school had considered this<br />

subject as something minor, I soon realized<br />

there was much more to it than I<br />

had previously suspected. And it hasn’t<br />

changed since then – I remain fascinated<br />

by how many different medications<br />

you can produce out of a relatively limited<br />

number of materials. After all, it’s<br />

these medications that enable a medical<br />

treatment.<br />

At <strong>Siegfried</strong>, I enjoy the interdisciplinary<br />

and international cooperation<br />

with the team. The company is just the<br />

right size and very manageable, which<br />

allows me to accompany the development<br />

process of a medication from<br />

start to finish – and, at the same time,<br />

gain remarkable insights into the different<br />

areas my colleagues work in.<br />

And my colleagues helped me when I<br />

first arrived here, and they continue to<br />

make Zofingen feel so “right.” That’s<br />

not as easy as it sounds; I come from<br />

the big city of Hamburg, Germany,<br />

about 900 km (560 miles) further<br />

north. Suddenly finding myself in a<br />

small town was a big change, but now<br />

I enjoy the luxury of having everything<br />

I need just a short walk away. Fortunately<br />

for me, the reserved manner of<br />

the Swiss here is also very similar to my<br />

Northern German style.<br />

I like to do sports and meet people<br />

outside the office world too. Since<br />

moving here I’ve taken up the game of<br />

badminton again. Right now I do it just<br />

for fun, but I’m improving my technique<br />

to get to a more ‘competitive’<br />

level. I’ve taken a break from my second<br />

hobby – salsa dancing – until my<br />

partner moves to Switzerland and<br />

we’re together again.<br />

The only thing that I miss in Zofingen<br />

besides him is the ocean and walking<br />

on the beach, where you have to lean<br />

into the wind to get anywhere. But I’ll<br />

admit that the mountains are increasingly<br />

attractive and I am now taking<br />

time to get to know them better. For<br />

example, this winter I decided to learn<br />

how to ski.<br />

39


<strong>Siegfried</strong> Sustainability <strong>Report</strong> <strong>2009</strong><br />

Content<br />

Introduction<br />

Situation<br />

Priorities and scope of action<br />

What guides us<br />

Corporate principles<br />

<strong>Siegfried</strong> as a competitive player<br />

<strong>Siegfried</strong> as a profitable company<br />

<strong>Siegfried</strong> as employer<br />

Code of Conduct<br />

Corporate Governance<br />

Structural foundation<br />

Our stakeholders<br />

Markets<br />

About the report<br />

Compliance<br />

Introduction<br />

Policies<br />

Inspections and audits<br />

Cooperation with public officials<br />

Customer satisfaction<br />

Goals and outlook<br />

Safety, Health and Environment (SHE)<br />

Introduction<br />

Guidelines<br />

Safety and health<br />

Process safety<br />

Workplace safety<br />

External audits<br />

Internal audits<br />

Workplace accidents and illnesses<br />

Health<br />

Goals & outlook<br />

Corporate environmental protection<br />

General observations<br />

Energy consumption<br />

Emissions<br />

Water consumption<br />

Waste<br />

Reclaimed solvents<br />

Waste solvents<br />

Fines and non-monetary penalties<br />

Goals and outlook<br />

<strong>Siegfried</strong> as an Employer<br />

Focus on the employee<br />

Working conditions<br />

Employee development<br />

Apprentices<br />

Family-friendly policies<br />

Mutual respect<br />

Compensation<br />

Satisfaction index<br />

Social Responsibility<br />

Introduction<br />

Social responsibility<br />

Competition<br />

Sustainable procurement / Personal rights<br />

40 Sustainability <strong>Report</strong>


IntroductionSituation<br />

‘Sustainability’ is more than a buzzword in the Life Science<br />

industry. Regulatory authorities, customers, and users closely<br />

watch the activities of every company in this market. Sustainability<br />

is a central competitive and reputation factor for<br />

<strong>Siegfried</strong>, and carries a high economic value.<br />

We take the expectations of all stakeholders for transparency<br />

and honesty seriously. The Board of Directors and Group<br />

management contributed to the <strong>Report</strong>, and they will continue<br />

to implement improvements to ensure a high standard<br />

of information.<br />

Priorities and scope of action<br />

Within the range of relevant sustainability topics, <strong>Siegfried</strong><br />

focuses on Compliance, Quality, Safety, Health & Environment<br />

(SHE), and our responsibility as an employer. As a relatively<br />

modest sized company in the Life Science industry,<br />

<strong>Siegfried</strong> has little influence in how the ingredients produced<br />

at our facilities are used and consequently, has little contact<br />

with the end user. This limits our scope of action.<br />

What guides us<br />

<strong>Siegfried</strong> offers a capability unique in our market: the development<br />

and production of active ingredients and dosage<br />

forms under one roof. Both competencies are based on the<br />

same compliance system. The combination of synthesis<br />

and formulation represents an attractive market opportunity<br />

for the long-term viability of the company (and jobs). These<br />

strengths form the key element of our new “Transform”<br />

strategy. It will also become evident with the significant<br />

infrastructure investments that are planned.<br />

Corporate principles<br />

<strong>Siegfried</strong> as a competitive player<br />

– We intend to remain an independent company.<br />

– We strive for market leadership in clearly defined market<br />

segments – by differentiating ourselves from the competition<br />

and gaining a sustainable competitive advantage<br />

through the intelligent use of our resources.<br />

– We want to be seen as a service-oriented company;<br />

targeted development of technology and know-how serve<br />

to enhance our ties to the customer.<br />

<strong>Siegfried</strong> as a profitable company<br />

– We strive for profit rather than sales growth; especially<br />

by sustainably increasing our return on investment.<br />

– We intend to grow from an internationally active company<br />

to a global operation.<br />

<strong>Siegfried</strong> as employer<br />

– We strive to avoid risks to the health and well-being<br />

of our employees.<br />

– We want to be an attractive employer for highly<br />

motivated and talented people that are results-oriented,<br />

self-motivated, and work efficiently in a team.<br />

Code of Conduct<br />

In 2008 <strong>Siegfried</strong> introduced a Code of Conduct policy that<br />

specifies our most important policies, such as the role of the<br />

employee in ensuring the success of the company, how to<br />

deal with conflicts of interest, honesty and trust, bribery and<br />

corruption. The Code was distributed to every employee<br />

and is part of the introductory program for new employees<br />

and valid for all <strong>Siegfried</strong> sites.<br />

See:<br />

www.siegfried.ch/en/siegfried/company/code-of-conduct<br />

Corporate Governance<br />

The <strong>Siegfried</strong> Group takes an integrated approach to Corporate<br />

Governance and is committed to mutual trust and clari-<br />

Sustainability <strong>Report</strong><br />

41


ty toward shareholders, employees, journalists and financial<br />

analysts. Our experience with the SWX Swiss Exchange<br />

guidelines has shown the importance of sustainable and<br />

long-term relationships with all shareholders and stakeholders,<br />

and a sensible application of corporate governance instruments.<br />

Corporate governance at <strong>Siegfried</strong> is based on<br />

the statutes of <strong>Siegfried</strong> Holding AG, the rules of procedure<br />

of the <strong>Siegfried</strong> Group, and the structure of the Group and<br />

the two Divisions, <strong>Siegfried</strong> Actives and <strong>Siegfried</strong> Generics.<br />

The corporate governance report (on page 12) describes the<br />

principles of management and control of the <strong>Siegfried</strong><br />

Group. Corporate governance in the <strong>Siegfried</strong> Group mainly<br />

follows the “Swiss Code of Best Practice” of March 2002.<br />

It is regularly reviewed and revised by the Board of Directors,<br />

the ultimate institution responsible for the content and implementation<br />

of the corporate governance guidelines.<br />

Markets<br />

<strong>Siegfried</strong> serves the Life Science industry worldwide. This industry<br />

includes international chemical and pharmaceutical<br />

companies that outsource their development and production<br />

projects or producers of finished products that have their<br />

active ingredients produced by <strong>Siegfried</strong>.<br />

About the report<br />

Whenever possible and relevant, this report is based on the<br />

guidelines of the Global <strong>Report</strong>ing Initiative (GRI). If not noted<br />

elsewhere, the comments made in this <strong>Report</strong> are valid<br />

for all of the <strong>Siegfried</strong> Group, exclusive of its holdings in<br />

Taiwan and China. The Sustainability <strong>Report</strong> is part of the<br />

<strong>Annual</strong> <strong>Report</strong>; important amendments will be published on<br />

our website at www.siegfried.ch. Links to the website locations<br />

are listed throughout the <strong>Annual</strong> <strong>Report</strong>.<br />

See:<br />

www.siegfried.ch/en/siegfried/company/organizationalregulations<br />

Structural foundation<br />

The Board of Directors and executive management are the<br />

highest institutions responsible for the implementation and<br />

maintenance of all sustainability policies and guidelines. The<br />

Compliance Committee, along with the Chief Compliance<br />

Officer, is responsible for the implementation of compliance<br />

and quality standards, and for the area of Safety, Health and<br />

Environment. The Secretary of the Board of Directors supervises<br />

the Code of Conduct.<br />

Our stakeholders<br />

For <strong>Siegfried</strong>, our most important stakeholders are our customers,<br />

employees, investors, and the public authorities and<br />

regulators. Further stakeholders are the general public and<br />

our suppliers. They are all equally important, which is why<br />

an open and honest information policy is very important to<br />

<strong>Siegfried</strong>.<br />

42 Sustainability <strong>Report</strong>


<strong>2009</strong><br />

Audits<br />

Site<br />

Inspections (Customers / Suppliers)<br />

<strong>Siegfried</strong> Generics Switzerland, Malta, Germany 6 65<br />

<strong>Siegfried</strong> Actives U.S.A. 4 15<br />

<strong>Siegfried</strong> Actives Switzerland 3 37<br />

Any questions and comments about the <strong>Report</strong> can be submitted<br />

to the Secretary of the Board of Directors:<br />

Peter Gehler, CCO<br />

c/o <strong>Siegfried</strong> Holding AG<br />

Untere Brühlstrasse 4<br />

CH-4800 Zofingen<br />

Switzerland<br />

Tel: +41 62 746 11 48<br />

peter.gehler@siegfried.ch<br />

Sustainability <strong>Report</strong><br />

43


Lindsey Pruitt<br />

Business Development Manager – U.S. Multi-clients<br />

I will never forget the time I was completely<br />

fascinated with the dissection<br />

of a cow’s eyeball at a children’s museum.<br />

I was five years old, and my passion<br />

for a life filled with discovery was<br />

born.<br />

Although my love for science started at<br />

an early age, I had an equally strong<br />

interest in the arts. In an effort to<br />

break me out of my shy disposition, my<br />

mother encouraged me to audition for<br />

a musical theater production as a<br />

young teenager. I made the show, and<br />

my love for singing, performing, and<br />

yes – the spotlight – was born. The<br />

next several years were characterized<br />

by various roles in theater productions,<br />

and I continued to sharpen my performance<br />

skills through vocal training<br />

and acting classes.<br />

Despite the influence of the arts, I<br />

could not ignore the growing desire to<br />

impact others in the healthcare field.<br />

At one point I co-hosted a local television<br />

show which focused specifically<br />

on health and medical issues in the<br />

community. I worked as a medical assistant<br />

for a prominent dermatologist<br />

and developed a passion for educating<br />

others on important healthcare issues.<br />

I even created a website for skin cancer<br />

awareness and spoke to local civic organizations<br />

about cancer awareness<br />

and prevention.<br />

In college, I completed a B.A. in Psychology<br />

along with several advanced<br />

level Biology, Chemistry, and Physics<br />

courses with the intent of pursuing<br />

medical school. In addition to my studies,<br />

I worked as a microbiology lab assistant<br />

in my undergraduate program.<br />

Upon graduation, I accepted a job as<br />

a Sales & Marketing Associate at Chattem<br />

Chemicals, Inc. while waiting on<br />

the next step of my medical school<br />

application.<br />

My introduction to the generic API<br />

industry during the next two years<br />

sparked an unexpected interest in the<br />

production and sale of fine chemicals,<br />

and I decided to pursue this new career<br />

path with enthusiasm. I found it<br />

rewarding to utilize my scientific background<br />

along with my communication<br />

and leadership skills to enhance the<br />

lives of patients through pharmaceutical<br />

manufacturing.<br />

In January of 2007 I accepted a sales<br />

position at <strong>Siegfried</strong> with the intent of<br />

expanding my knowledge and influence<br />

within the fine chemicals industry.<br />

I am currently a Business Development<br />

Manager for our U.S. Multi-clients<br />

business and manage at least half of<br />

our commercial API product line in the<br />

U.S. Product management includes the<br />

communication of forecast requirements<br />

between the customer and<br />

operations as well as the facilitation<br />

of internal activities to optimize our<br />

processes and meet our customers<br />

needs.<br />

With our continually expanding opiates<br />

portfolio, I also focus on business development<br />

activities for the opiates as<br />

well as key customer activities involving<br />

product qualifications. As <strong>Siegfried</strong><br />

continues to become a market leader<br />

for the supply of generic APIs in the<br />

U.S., it is exciting to be a company representative<br />

and join in the efforts to increase<br />

our influence in the marketplace<br />

and with our customers.<br />

When I am not traveling for business,<br />

I enjoy spending time with my husband<br />

at home and singing worship music at<br />

my church. Cooking is my favorite pastime,<br />

and this hobby allows me to<br />

blend creativity with chemistry. I enjoy<br />

the challenge of combining new ingredients<br />

and creating new recipes, and it<br />

is satisfying when others enjoy my<br />

homemade treats. Although I cook<br />

many different types of dishes, I love<br />

making desserts. At our <strong>Siegfried</strong> picnic<br />

last summer in Pennsville, I received<br />

the “Best Dessert” award for my apple<br />

streusel cheesecake. Next year I hope<br />

to hold the title of “Best Dessert” once<br />

again with my chocolate truffle recipe!<br />

My favorite college professor once told<br />

me I had “the mind of a scientist and<br />

the soul of an artist.” My passion for<br />

life is balanced by my intense curiosity<br />

for learning and pursuing new challenges,<br />

and I hope these two aspects<br />

will continue to enhance my professional<br />

and personal experiences in<br />

the future.<br />

45


Compliance<br />

Introduction<br />

<strong>Siegfried</strong> is committed to quality oriented management and<br />

permanent improvement of all company processes and activities.<br />

Our quality policy is an integral part of the corporate<br />

policy.<br />

Audits and inspections make the value of compliance/quality<br />

evident. The results of customer audits and regulatory inspections,<br />

in particular by the U.S. Food & Drug Administration<br />

(FDA) and the Swiss Health Ministry (Swissmedic) confirm<br />

our capabilities and are not only an indication of our<br />

high quality standards, but also represent a solid competitive<br />

advantage.<br />

Policies<br />

<strong>Siegfried</strong> has an overall quality management system<br />

throughout our value chain. Based on the procedures set by<br />

ISO 9001 (quality management) and ISO 14001 (environmental<br />

management) www.iso.org, this system covers all<br />

valid international guidelines:<br />

– Current Good Manufacturing Practice (cGMP)<br />

www.ema.europa.eu or www.fda.gov<br />

– International Conference on Harmonization (ICH),<br />

used to define standards by the pharmaceutical authorities<br />

and industry associations in the U.S., Europe, and Japan<br />

www.ich.org<br />

– World Health Organization (WHO) www.who.int<br />

The Compliance Board has a total of 24 members at the end<br />

of <strong>2009</strong> and participants from executive management<br />

(ExeCom). The Board meets every other month on the behalf<br />

of the CEO and under the direction of the Chairman of<br />

the Compliance Board to discuss quality issues at <strong>Siegfried</strong>.<br />

Decisions on quality policy are made by the Compliance<br />

Board, which also approves <strong>Siegfried</strong> Group policies.<br />

While dealing mainly with quality issues, the Board also<br />

influences areas of finance, safety, health and environment<br />

(SHE), and pharmaceutical co-vigilance, and employee<br />

conduct (Code of Conduct at www.siegfried.ch/en/siegfried/<br />

company/code-of-conduct).<br />

Inspections and audits<br />

As is customary in the pharmaceutical industry, all <strong>Siegfried</strong><br />

sites are constantly monitored, through inspections (by regulatory<br />

authorities), audits (by customers at <strong>Siegfried</strong>, or by<br />

<strong>Siegfried</strong> at suppliers), and internal audits. Customer and<br />

supplier audits are planned weeks and months in advance,<br />

inspections and internal audits can occur without notice.<br />

In general, regulatory inspections are carried out:<br />

– In the U.S. by the Food and Drug Administration (FDA),<br />

and by the Drug Enforcement Administration (DEA)<br />

when narcotics are involved; for the first time the Japanese<br />

Pharmaceuticals and Medical Devices Agency (PMDA)<br />

carried out an inspection in <strong>2009</strong><br />

– In Switzerland by Swissmedic, the Swiss Northeast Regional<br />

Drug Inspection Agency (RHI) and the American FDA<br />

– In Malta by the Medicines Authority Malta (MAM)<br />

and the American FDA<br />

– In Germany by the Federal Executive Committees<br />

(Regierungspräsidien) and the American FDA<br />

46 Sustainability <strong>Report</strong>


Since 2002, the FDA has issued clear “No Action Indicated”<br />

approvals for our sites; all licenses have been approved or<br />

renewed.<br />

www.siegfried.ch/en/siegfried/compliance/inspection-history<br />

Undergoing over 100 successful inspections and audits over<br />

the past years gives <strong>Siegfried</strong> the chance to measure itself<br />

against other company systems and regulatory demands –<br />

and draw instructive conclusions about our application of<br />

the guidelines. This confirms our quality system and is a persuasive<br />

argument with our customers.<br />

2010 is expected to be another intense year for inspections:<br />

– For <strong>Siegfried</strong> Generics in Switzerland, possibly Swissmedic/<br />

RHI; in Malta the Maltese health inspectors and perhaps<br />

the American FDA<br />

– For <strong>Siegfried</strong> Actives in the U.S. the FDA and DEA,<br />

and possibly the Korean FDA<br />

– For <strong>Siegfried</strong> Actives in Switzerland (in the active ingredients<br />

area) the American FDA, and the Japanese Pharmaceuticals<br />

and Medical Devices Agency (PMDA)<br />

Customer audits will continue to take place frequently<br />

in 2010.<br />

Cooperation with public officials<br />

Anti-counterfeit (product piracy): <strong>Siegfried</strong> works closely<br />

with the American FDA to prevent product piracy and ensure<br />

the safety of the end user. <strong>Siegfried</strong> provides material, certificates<br />

and labels to enable the FDA to make comparisons<br />

with potential counterfeit products.<br />

Pharmaceutical co-vigilance (reporting system for<br />

side effects):<br />

The ongoing and systematic surveillance of drug safety is<br />

done not only during clinical tests, but also after registration<br />

to identify, evaluate, and understand any undesirable side effects,<br />

as well as to implement the necessary risk minimizing<br />

measures. The registration team within the <strong>Siegfried</strong> Generics<br />

Division (in Munich, Germany) is responsible for these<br />

issues and registered as the contact with the regulatory<br />

authorities. Inquiries about undesirable side effects (ca.<br />

1-2 annually) are usually made by our customers (customer<br />

complaint) and not by the end user, who does not recognize<br />

<strong>Siegfried</strong> as a producer. <strong>Siegfried</strong>’s pharmaceutical co-vigilance<br />

system is being prepared and implemented for the<br />

new inhalation technology product line.<br />

Customer satisfaction<br />

<strong>Siegfried</strong> is a service-oriented company that focuses on the<br />

customer and cultivates close, long-term relationships. This is<br />

why <strong>Siegfried</strong> has an established customer complaint system<br />

(also stipulated in the pharmaceutical industry) to process<br />

all inquiries and complaints. All external questions and complaints<br />

are systematically registered, whether justified or not,<br />

and evaluated. The type and number of complaints are systematically<br />

recorded and the individual cases are evaluated<br />

and discussed on a monthly basis by a quality-assurance<br />

committee under the direction of subject matter experts<br />

from <strong>Siegfried</strong> Actives and <strong>Siegfried</strong> Generics. If necessary,<br />

changes are implemented. The Compliance Board is consulted<br />

for critical or strategic questions. The results of the investigation,<br />

or intermediate reports, are sent to the customer<br />

within 30 days.<br />

Sustainability <strong>Report</strong><br />

47


Our goal is to cultivate a quality system that strives to eliminate<br />

customer complaints; for customer audits our goal is to<br />

eliminate any critical issues or observations that could endanger<br />

the <strong>Siegfried</strong>-customer relationship. In addition, we<br />

also try to avoid any significant issues during regulatory inspections<br />

and ‘warning letters’ from the American FDA (see<br />

next section). We succeeded in this endeavor in <strong>2009</strong>.<br />

Goals and outlook<br />

Our Good Manufacturing Practice (GMP) status and reputation<br />

for quality are recognized around the world. All our facilities<br />

work hard to uphold this standard and are recognized<br />

as a dependable and high quality partner.<br />

For 2010, the number of audits and inspections will remain<br />

high. Despite these distractions, it is important that we<br />

remain focused on remaining quick, flexible, and customerfriendly.<br />

Safety, Health and Environment (SHE)<br />

Introduction<br />

Safety, Health and Environment (SHE) are the central elements<br />

of our success. Guided by this principle, our employees<br />

and specialist teams strive daily to improve safety and<br />

minimize adverse affects on our environment.<br />

Approximately 3% of our global personnel is active in the areas<br />

of SHE. They are responsible for the risk management of<br />

processes, systems and the workplace, as well as implementation<br />

of the environmental regulations. A team of subject<br />

matter experts, engineers and chemists work closely together<br />

and are in constant contact with other sites and partner<br />

companies.<br />

The following chapters describe the details of our SHE policies,<br />

workplace safety, and accident statistics. Environmental<br />

protection is summarized in a separate report.<br />

Guidelines<br />

As a member of the Swiss Society of the Chemical Industry<br />

(SGCI), <strong>Siegfried</strong> in Zofingen committed to the Responsible<br />

Care ® program since 1992. Based on these principles, our internal<br />

SHE guidelines were adapted and completed. As part<br />

of the <strong>Siegfried</strong> Quality Management system, ISO 14001<br />

was successfully introduced and certified in 1998. Our<br />

Pennsville production site qualified for the SOCMA Chem-<br />

Steward ® program in 2006. By 2006, the various programs<br />

and systems were unified in a global SHE policy and implemented<br />

at all sites. This policy describes the <strong>Siegfried</strong> SHE<br />

philosophy to our employees, third party companies, customers,<br />

shareholders, authorities and the public.<br />

Our SHE policy commits <strong>Siegfried</strong> to very stringent levels of<br />

environmental protection and responsibility for the health<br />

and safety of our employees, customers and the general<br />

public. The goal of the policy is to reduce waste and emis-<br />

48 Sustainability <strong>Report</strong>


sions, decrease accidents, and promote awareness of SHE<br />

issues among our employees, customers and the general<br />

public.<br />

For further information:<br />

www.siegfried.ch/en/siegfried/compliance/<br />

safety-health-environment<br />

Safety and health<br />

Process safety<br />

Efficient and safe chemical processes are two central elements<br />

of process development. <strong>Siegfried</strong> introduced a comprehensive<br />

procedure for all aspects of chemical process<br />

development. Our internal safety lab has well-trained specialists<br />

and the newest measuring instruments for the physical<br />

and thermal testing of materials. Flammability, danger<br />

of explosion, and performance during daily use and in case<br />

of accident are tested and evaluated.<br />

As part of the precautionary measures, the process systems<br />

and the chemical materials they handle are subjected to<br />

a comprehensive risk analysis. The results are summarized in<br />

a report and reviewed by the regulatory authorities during<br />

their annual inspection.<br />

<strong>Siegfried</strong> maintains an internal emergency team to respond<br />

to explosions, fires or chemical incidents. In a first for the<br />

canton Aargau, in <strong>2009</strong>, this team was merged with the fire<br />

brigade of Ringier Print AG (an adjacent company) to form<br />

a Zofingen HAZMAT and fire fighting organization. Over<br />

100 employees from both companies volunteer for fire fighting<br />

service – ensuring the safety of far more than 1,000 jobs<br />

in both facilities. As mandated by the canton, this new<br />

organization is also the official HAZMAT response team for<br />

incidents outside our facility.<br />

Workplace safety<br />

Substantial efforts were made by the workplace safety department<br />

to promote a safety-oriented way of working.<br />

Campaigns, audits and training sessions were used to instill<br />

greater safety awareness among the employees, and to<br />

avoid unsafe practices at the workplace. These efforts resulted<br />

in an encouraging decline in accidents. For the first time,<br />

two production sites reported no accidents or workdays lost<br />

due to accidents.<br />

Making the wearing of helmets compulsory in 2008 once<br />

again proved sensible and effective, as no head injuries were<br />

reported in <strong>2009</strong>. Also, serious eye injuries (and any subsequent<br />

damage) from contact with chemicals were avoided<br />

through the introduction of portable eye rinse solutions.<br />

The topic of fire prevention received renewed attention in<br />

<strong>2009</strong>, based on the results from customer audits and regulatory<br />

inspections. Together with the production and engineering<br />

teams, safety specialists launched a “No Chance for Fire”<br />

initiative for fire doors and fire stop measures. Doors were<br />

checked at all storage, lab, and production buildings and,<br />

where necessary, marked as fire doors. At the same time,<br />

defective or missing fire stop measures were updated or installed<br />

and employees received training on active fire prevention<br />

procedures.<br />

Sustainability <strong>Report</strong><br />

49


External audits<br />

During <strong>2009</strong>, national and international regulatory agencies,<br />

insurance companies, and various customers inspected the<br />

<strong>Siegfried</strong> facilities. The inspectors and customers certified<br />

that <strong>Siegfried</strong> has a good and integrated risk and environmental<br />

management system. For example, the HDI-Gerling<br />

insurance company rated our Zofingen facility in the top<br />

10% of all inspected companies around the world.<br />

SHE Audits (number) Swiss facility (Zofingen) &<br />

U.S. facility (Pennsville)<br />

250<br />

200<br />

150<br />

the SHE safety patrols by the employees confirm that safety,<br />

health and environment measures are taken seriously and also<br />

applied.<br />

Workplace accidents and illnesses<br />

Our accident reduction goals were achieved – or clearly surpassed<br />

– at most of our sites. The production facilities in<br />

the U.S. and Malta reported a year without accidents and<br />

absences. For the first time, Switzerland registered under<br />

10 accidents per 1,000 employees, reducing the accident<br />

quota by half over the last 5 years. Höchstadt (Germany)<br />

reported one accident. The number of sick days in Zofingen,<br />

however, grew over the previous year. Two accidents (with<br />

a forklift, and torn ligaments from a fall) and the resulting<br />

leg injuries led to absences of many weeks, for a total<br />

of 89 days lost. Our goal of less than 130 sick days per<br />

1,000 employees was achieved.<br />

100<br />

50<br />

0<br />

<strong>2009</strong> 2008 2007<br />

Zofingen Pennsville<br />

2006 2005<br />

Whenever possible, interim ‘light duty’ work is offered to<br />

injured personnel to enhance an accelerated reintegration<br />

into the job. This lies in the interest of the employees, the<br />

employer, and the insurer; such cost-saving options helps<br />

<strong>Siegfried</strong> employees contribute towards keeping healthcare<br />

costs under control.<br />

GR_SHE_Audits<br />

Internal audits<br />

Over the past few years a system of internal audits and safety<br />

patrols has been used at our Zofingen and Pennsville facilities.<br />

These safety management procedures are very important<br />

for both locations because, unlike in Germany or Malta,<br />

chemical substances are produced there. This results in a<br />

very high number of audits – with numerous improvement<br />

possibilities, of which already 90% have been implemented.<br />

This procedure has proven to be simple, very efficient, and<br />

supported by the people involved. The often extremely creative<br />

improvement recommendations and active support of<br />

50 Sustainability <strong>Report</strong>


Workplace accidents with sick days: 2005–<strong>2009</strong><br />

Workplace accidents with sick days per 1,000 employees <strong>2009</strong> 2008 2007 2006 2005<br />

Zofingen (Switzerland) 9 10 11 13 18<br />

Pennsville (U.S.A.) 0 11 11 12 44<br />

Hal Far (Malta) 0 0 0 0 n.a.<br />

Munich / Höchstadt (Germany) 19 0 n.a. n.a. n.a.<br />

Sick days per 1,000 employees <strong>2009</strong> 2008 2007 2006 2005<br />

Zofingen 104 68 47 158 190<br />

Pennsville 0 17 155 53 179<br />

Hal Far 0 0 0 0 n.a.<br />

Munich / Höchstadt 11 0 n.a. n.a. n.a.<br />

Total workplace accidents and sick days<br />

(reported to SUVA) per 1,000 employees<br />

100<br />

90<br />

80<br />

70<br />

60<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

Chemie/Pharma Schweiz<br />

<strong>2009</strong><br />

GR_Berufsunfaelle<br />

2008<br />

<strong>Siegfried</strong> Zofingen<br />

2007<br />

2006<br />

2005<br />

The number of workplace accidents and illnesses in Zofingen<br />

dropped by 1/3 in <strong>2009</strong>. The 36 accidents per 1,000 employees<br />

corresponds to the perennial average, with a slight<br />

downward trend. The number of reported injuries and<br />

illnesses remains slightly above the industry average. The<br />

injuries required treatment outside the facility (<strong>Siegfried</strong> has<br />

no on-site MD). These treatments are covered by SUVA and<br />

reported in the insurer’s statistics as accidents; the severity<br />

of the accident is not reported.<br />

Health<br />

“Promoting Employee Health” was the theme of numerous<br />

activities at <strong>Siegfried</strong>. The SHE department organized a nutrition<br />

workshop (together with the specialists from Nutrition<br />

Bern) about “Eating Healthy at the Workplace” with valuable<br />

information on the right diet; the lunch that followed<br />

gave practical examples of how a healthy and balanced diet<br />

can also taste good and is easy to prepare. The workshop<br />

was a resounding success with very positive feedback.<br />

A ‘theraband’ course was offered to promote flexibility.<br />

A gymnastics instructor showed small groups of interested<br />

employees how the theraband is used in simple workplace<br />

exercises to promote well-being, health and improve performance.<br />

Our in-house ‘Sportclub’ offers the more sportsminded<br />

employee further possibilities for movement: soccer,<br />

tennis and even target shooting or bowling are offered.<br />

For the third time, <strong>Siegfried</strong> Zofingen (44 employees in<br />

11 teams) participated in the Swiss “Bike to Work” campaign<br />

along with 1098 other companies. During one month,<br />

Sustainability <strong>Report</strong><br />

51


the <strong>Siegfried</strong> teams pedaled the distance of almost 13,000<br />

km (over 8,000 miles), a notable distance that, unfortunately,<br />

did not reach the internal “<strong>Siegfried</strong> bikes around the<br />

world” goal. But the goal that every participant bikes to<br />

work at least 50% of the time during the month was clearly<br />

met – a valuable contribution to personal health and the<br />

environment.<br />

In Q4/<strong>2009</strong>, an ergonomics presentation (part of the “Preventive<br />

Healthcare at the Workplace” program) was made<br />

by the in-house Workplace Safety team. They offered employee<br />

consultations and personal checklists to evaluate the<br />

workplace.<br />

<strong>Siegfried</strong> also organized an annual free flu vaccination campaign;<br />

over 100 people participated. The campaign was<br />

expanded due to the threat of an H1N1 pandemic, which<br />

also saw many employees participate.<br />

Medical consultations and (SUVA-mandated) check-ups for<br />

about 200 employees were made possible again this year<br />

through our cooperation with the Institute for Workplace<br />

Medicine (ifa Baden).<br />

A workplace hygienist answers questions about workplace<br />

hygiene; this includes workplace evaluations and classification<br />

of production systems. When necessary, technical, organizational,<br />

and personnel (TOP) measures ensure that the<br />

workplace is laid out well and job processes are established<br />

for every employee; their effectiveness is tested by our<br />

in-house SHE lab.<br />

Goals & outlook<br />

The activities and goals for our SHE program for 2010<br />

include:<br />

– Less than 8 accidents with sick days per 1,000 employees<br />

– Less than 120 sick days resulting from workplace accidents<br />

per 1,000 employees<br />

– Less than 30 accidents per 1,000 employees<br />

– Availability of interim ‘light duty’ work for<br />

quick reintegration of injured employees<br />

– Carry out informational campaigns to promote<br />

health awareness and reduce accidents<br />

– Implement a Global Harmonized System<br />

as part of our EPR system<br />

– Optimize resources at our fire fighting / HAZMAT unit<br />

– Modernize the production systems<br />

to safely handle solid and gas materials<br />

52 Sustainability <strong>Report</strong>


Corporate environmental protection<br />

The preservation of our environment is an urgent goal for<br />

<strong>Siegfried</strong>. The company and its employees strive constantly<br />

to minimize our environmental impact. Using more environmentally<br />

friendly energy sources, minimizing water consumption<br />

and emissions, and reducing (and recycling) waste<br />

– these are all part of our efforts to make a difference.<br />

The following chapters show the results from our facilities<br />

in Switzerland, U.S.A., Malta, and Germany.<br />

In <strong>2009</strong>, a VOC balance sheet was created for local authorities.<br />

In addition, Zofingen was registered with the SwissPRTR<br />

(Swiss Register for Pollutant Emissions & Transfers), which<br />

was introduced in Switzerland in 2007.<br />

In <strong>2009</strong> the new development lab building with our analytical<br />

and synthesis labs was inaugurated, replacing labs that<br />

were previously scattered across three different buildings.<br />

We are confident that the new building technology will<br />

result in relatively low energy consumption.<br />

General observations<br />

Looking at the trends over the years shows remarkable<br />

progress: heavy fuel oil has been almost wholly replaced by<br />

significantly cleaner natural gas and fuel sources recovered<br />

from our own production facilities. The emission of greenhouse<br />

gases into the atmosphere, especially VOCs, was<br />

markedly reduced; CO 2<br />

emissions were also slightly reduced.<br />

In contrast, water consumption increased, making further<br />

conservation efforts absolutely necessary in order to reach<br />

our goals.<br />

The amount of waste generated remains stable, i.e. not<br />

much change over the past few years. A positive trend is the<br />

increased recycling of wastes. The largest source of waste in<br />

pharmaceutical production is solvents. Here the amount was<br />

reduced thanks to an in-house solvent reclaiming process.<br />

Unfortunately, regulations often forbid such measures and<br />

we have looked for an external recycling solution. In many<br />

cases we were able to recycle (instead of incinerate) the<br />

solvents.<br />

For <strong>2009</strong>, the emissions of CO 2<br />

at Zofingen were further<br />

reduced. 1,210 tons of CO 2<br />

reduction was sold to the<br />

“Climate Cents” (Klimarappen) Foundation.<br />

See:<br />

http://klimarappen.ch/<br />

Sustainability <strong>Report</strong><br />

53


Energy consumption<br />

<strong>2009</strong> 2008 2007 2006 2005 Unit<br />

Total energy 378 300 362 500 385 800 364 800 371 800 GJ<br />

Natural gas 198 700 183 000 187 500 197 700 179 800 GJ<br />

Heating oil 5 900 7 400 22 000 20 500 12 000 GJ<br />

Alternate fuels (solvents) TAR 29 900 34 400 29 400 14 000 56 500 GJ<br />

Electricity 131 500 124 800 132 500 125 600 118 000 GJ<br />

Compared to the previous year, total energy consumption<br />

for <strong>2009</strong> increased. The Zofingen site reported only a moderate<br />

(1.1%) increase, but the Pennsville site jumped by<br />

11.9%. The improved production utilization levels compared<br />

to the previous year led to the increase. Energy use at<br />

Pennsville actually dropped by 1.3% when compared to<br />

the 5-year average.<br />

Energy consumption total (1,000 Giga Joules)<br />

500<br />

400<br />

300<br />

More natural gas and electricity were consumed In Zofingen;<br />

the increase in electricity usage was due to a different product<br />

portfolio. More products were produced that demand<br />

centrifuges and cooling systems, which are more energy intensive<br />

systems. The use of natural gas climbed as less alternative<br />

fuels were available.<br />

200<br />

100<br />

0<br />

<strong>2009</strong><br />

2008<br />

2007<br />

2006<br />

2005<br />

Natural gas accounted for most of the increase in energy<br />

in Pennsville, but the use of electricity also increased and<br />

fuel oil was further reduced, to only 0.24% of the total<br />

energy use.<br />

GR_Gesamtverbrauch_Energie<br />

54 Sustainability <strong>Report</strong>


Emissions<br />

<strong>2009</strong> 2008 2007 2006 2005 Unit<br />

CO 2<br />

emissions 15 300 15 000 15 800 15 000 16 600 Tons<br />

VOC emissions 26 39 48 62 57 Tons<br />

The CO 2<br />

emissions for <strong>2009</strong> remained stable compared to<br />

2008. Increased use of natural gas in Zofingen replaced alternative<br />

fuels and extra light heating oil, resulting in lower<br />

overall CO 2<br />

emissions. The reduction in Zofingen was compensated<br />

by the increase in Pennsville (due to higher production<br />

utilization levels in the U.S.). The CO 2<br />

reduction sold to<br />

the “Climate Cents” (Klimarappen) Foundation; the amount<br />

sold increased from 390 tons in 2008 to 1,210 tons in <strong>2009</strong>.<br />

CO 2<br />

emissions (1,000 tons)<br />

18<br />

16<br />

14<br />

12<br />

10<br />

8<br />

The VOC emissions (hydrocarbons) again decreased over<br />

the year, due mainly to the product portfolio in the U.S. The<br />

VOC emissions in Zofingen decreased somewhat less than<br />

in the previous year. The thermal exhaust cleaning system<br />

posted a consistently high availability.<br />

6<br />

4<br />

2<br />

0<br />

<strong>2009</strong> 2008<br />

GR_CO 2<br />

_Emissionen<br />

2007<br />

2006<br />

2005<br />

VOC emissions (tons)<br />

70<br />

60<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

<strong>2009</strong><br />

2008<br />

2007<br />

2006<br />

2005<br />

GR_VOC_Emissionen<br />

Sustainability <strong>Report</strong><br />

55


Water consumption<br />

Water consumption <strong>2009</strong> 2008 2007 2006 2005 Unit<br />

<strong>Siegfried</strong> Group 1 998 000 1 790 000 1 586 000 1 921 000 1 746 000 Malta 3<br />

Zofingen 1 887 000 1 679 000 1 490 000 1 828 000 1 661 000 Malta 3<br />

Pennsville 104 700 104 700 91 100 89 300 85 300 Malta 3<br />

TOC emissions <strong>2009</strong> 2008 2007 2006 2005 Unit<br />

<strong>Siegfried</strong> Group 650 495 521 643 658 Tons<br />

Zofingen 528 415 431 532 566 Tons<br />

Pennsville 122 80 90 111 92 Tons<br />

Our goal to reduce cooling water consumption by modernizing<br />

our heating and cooling systems was not met. Despite<br />

the inauguration of the new development lab building,<br />

which is cooled with a circulating water system rather than<br />

fresh water, consumption in Zofingen increased by almost<br />

200,000 m 3 , an 11.4% jump. This increase is due to the<br />

growing use of water in chemical processes and also for<br />

cooling purposes; both categories are directly related to production.<br />

During the year an increasing number of products<br />

with a high level of water usage (such as cooling) were produced.<br />

Only the health area saw a slight decrease. Water<br />

consumption in Pennsville was slightly lower than the previous<br />

year, but could not compensate overall for the increase<br />

in Zofingen.<br />

Water consumption (1,000 m 3 )<br />

2500<br />

2000<br />

1500<br />

1000<br />

500<br />

0<br />

<strong>2009</strong> 2008 2007<br />

GR_Wasserverbrauch<br />

2006<br />

2005<br />

The substance levels in wastewater grew in parallel to water<br />

consumption. The total load of organic carbon rose by<br />

155 tons from 2008. Most of this increase originated in<br />

Zofingen; the increase in Pennsville was moderate. Similar<br />

to the level of water consumption, the TOC emissions are<br />

directly related to the type of products being produced.<br />

Decreasing the amount of wastewater would also provide<br />

a financial savings, as the pollution loads are charged to<br />

<strong>Siegfried</strong>. The annual wastewater costs for Zofingen are<br />

currently over CHF 1.5 million.<br />

The goal of reducing the amount of active ingredients in<br />

wastewater could be partially met by introducing or optimizing<br />

wastewater treatments. However, processes that emit<br />

active ingredients must be improved in the coming years.<br />

56 Sustainability <strong>Report</strong>


Waste<br />

<strong>2009</strong> 2008 2007 2006 2005 Unit<br />

Total amount of waste 1 26 800 24 900 21 600 30 400 24 000 Tons<br />

Chemical waste 14 200 12 400 11 200 16 300 13 100 Tons<br />

Waste for external recycling 1 840 1 820 1 370 1 210 310 2 Tons<br />

1<br />

Without sewage sludge<br />

2<br />

Number was not raised<br />

The total amount of waste increased over the previous year<br />

by 1,900 tons, or 7.5%, due mainly to a sharp increase of<br />

waste from chemical production, where the amount of<br />

waste is directly related to the substances produced. The remaining<br />

waste amounts not immediately related to chemical<br />

production decreased slightly. A positive trend is the total<br />

amount of recycled waste – increased 6 times over the past<br />

five years.<br />

Chemical Waste (1,000 tons)<br />

18<br />

16<br />

14<br />

12<br />

10<br />

8<br />

6<br />

4<br />

2<br />

0<br />

<strong>2009</strong><br />

2008<br />

2007<br />

2006<br />

2005<br />

Waste (1,000 tons)<br />

Recycled GR_Chemieabfaelle waste outsourced (tons)<br />

35<br />

2000<br />

30<br />

25<br />

1500<br />

20<br />

15<br />

1000<br />

10<br />

500<br />

5<br />

0<br />

<strong>2009</strong><br />

2008<br />

2007<br />

2006<br />

2005<br />

0<br />

<strong>2009</strong><br />

2008<br />

2007<br />

2006<br />

2005<br />

GR_Abfaelle_fuer_externe_Recycling<br />

GR_Abfaelle<br />

Sustainability <strong>Report</strong><br />

57


Reclaimed solvents<br />

<strong>2009</strong> 2008 2007 2006 2005 Unit<br />

<strong>Siegfried</strong> Group 2 240 3 160 2 230 3 290 2 570 Tons<br />

Zofingen 1 906 2 880 1 880 1 790 1 290 Tons<br />

Waste for external recycling 336 280 350 1 270 1 270 Tons<br />

The goal to optimize the reclaiming of solvents was not<br />

achieved. The amount of solvents recycled internally<br />

decreased notably in <strong>2009</strong>. This is due to the products that<br />

were produced. For many production processes it is not<br />

possible to recycle solvents either because of regulatory<br />

limitations (product quality) or technical reasons.<br />

Reclaimed solvents (1,000 tons)<br />

3.5<br />

3.0<br />

2.5<br />

2.0<br />

1.5<br />

1.0<br />

0.5<br />

0.0<br />

<strong>2009</strong> 2008 2007<br />

GR_Regenerierte_Loesungsmittel<br />

2006<br />

2005<br />

58 Sustainability <strong>Report</strong>


Waste solvents<br />

<strong>2009</strong> 2008 2007 2006 2005 Unit<br />

<strong>Siegfried</strong> Group 12 500 11 900 10 500 15 800 12 900 Tons<br />

Zofingen 9 900 10 100 8 380 12 340 10 000 Tons<br />

Pennsville 2 600 1 740 2 130 3 510 2 820 Tons<br />

The amount of waste solvents in Zofingen decreased slightly<br />

in <strong>2009</strong>. This positive trend, however, was more than compensated<br />

by the increase in Pennsville, a result of improved<br />

production utilization during the year.<br />

Waste solvents (1,000 tons)<br />

18<br />

16<br />

14<br />

12<br />

10<br />

8<br />

6<br />

4<br />

2<br />

0<br />

<strong>2009</strong><br />

2008<br />

2007<br />

2006<br />

2005<br />

GR_Abfallloesungsmittel<br />

Sustainability <strong>Report</strong><br />

59


Fines and non-monetary penalties<br />

<strong>Siegfried</strong> had no fines levied in the SHE area. Two incidents<br />

were reported to the authorities: hydrogen chloride gas<br />

emissions and the emission of an active ingredient into the<br />

wastewater. The necessary repair measures have already<br />

been implemented.<br />

Goals and outlook<br />

<strong>Siegfried</strong> will strive to reduce the level of water and energy<br />

consumption to 2008 levels, and to increase the amount of<br />

reclaimed solvents. This will save resources and money. Further<br />

goals and activities for 2010 include:<br />

– Decreasing water consumption in Zofingen to 2008 levels<br />

– Decreasing energy consumption in Zofingen and Pennsville<br />

to 2008 levels<br />

– Raise the proportion of recycled in-house solvents<br />

to outsourced waste solvents to >0.27<br />

– Reduce the amount of waste solvents generated by the<br />

three largest products in Pennsville through re-circulation<br />

or recycling, either in-house or outsourced<br />

– Introduce an emergency energy concept in Hal Far (Malta)<br />

with savings of >10%<br />

Note: We are working towards a more precise articulation of<br />

goals through a goal-setting process now in development.<br />

<strong>Siegfried</strong> as an Employer<br />

Focus on the employee<br />

The commercial success of <strong>Siegfried</strong> is based primarily on<br />

the commitment of our employees. <strong>Siegfried</strong> is dedicated to<br />

employee relationships based on partnership and an open<br />

exchange of information. Various dialogue channels between<br />

employees and management are available, such as<br />

the CEO session, management and employee meetings,<br />

Summer Night Festival, etc. The procedures described below<br />

were created to enable each employee to perform optimally.<br />

Only with the wide range of experience, profound technical<br />

know-how, and reliability of our employees can our company<br />

master the growing complexity of the customer contracts<br />

and meet the increasingly stringent regulations.<br />

See: www.siegfried.ch/siegfried/human-resources-jobs/<br />

personalpolitik (German only)<br />

Working conditions<br />

Qualified and experienced staff is particularly important<br />

in the chemical and pharmaceutical industries. Lost knowhow<br />

is difficult to replace and the ramp-up phase for new<br />

employees is significantly longer than in other industries.<br />

This is why <strong>Siegfried</strong> pays special attention to good working<br />

conditions for its employees:<br />

– Employment contracts are basically unlimited<br />

– Zofingen and Pennsville each have collective labor agreements;<br />

Malta has individualized employment contracts<br />

– Zofingen has an agreement with the labor union<br />

– Flexible work hours (or ‘flex time’) consider both the interests<br />

of the company and needs of the individual, promoting<br />

a sense of job responsibility; upper management<br />

adheres to open work hours<br />

60 Sustainability <strong>Report</strong>


– Our ‘Fraud Policy’ combats internal fraud in all regions<br />

and is reviewed annually by the Board of Directors and<br />

the company auditors<br />

See:<br />

www.siegfried.ch/en/siegfried/human-resources-jobs/fraud<br />

Employee development<br />

The quality of management is crucial for the success of a<br />

company and to ensure positive levels of employee satisfaction<br />

and motivation. Our management provides an entrepreneurial<br />

approach to meeting job requirements. <strong>Siegfried</strong> also<br />

promotes an openness to change, employee flexibility and<br />

project-based tasks. We offer versatile training opportunities<br />

and continuing education programs (at all levels and at all<br />

sites) to secure the indispensable know-how of our personnel<br />

and to give them the chance to enhance their skills. Our<br />

programs focus on individual strengths and specific group<br />

goals. Every employee has an annual performance and<br />

career assessment review to better identify specific development<br />

plans. Each manager is responsible for the ongoing<br />

training and development of his/her staff. In addition to the<br />

comprehensive job-specific training programs, personnel development<br />

is another key focal point; i.e. early identification<br />

and development of talented, high-potential candidates.<br />

Ongoing & management training: 29 hours /<br />

employee<br />

Incl. GMP training: 4 hours /<br />

employee<br />

stay with <strong>Siegfried</strong> after completing their training confirms<br />

the value of our efforts.<br />

Family-friendly policies<br />

<strong>Siegfried</strong> is one of the most important employers in the<br />

Zofingen region. About 60% of our employees live in and<br />

around Zofingen. They can, for example, take advantage of<br />

day care services (operated together with Ringier, a neighboring<br />

company); men can also apply for an unpaid paternity<br />

leave of up to 12 months.<br />

Mutual respect<br />

Working in a multi-cultural environment, <strong>Siegfried</strong> is a globally<br />

active company in an international market. Diversity is<br />

considered an enrichment for the company and discrimination<br />

based on gender, race or ethnic origin, religion, worldview<br />

or disability is not tolerated. Our regulations (“Respect<br />

and Responsible Towards Each Other”) show how victims<br />

and witnesses can respond to discrimination and how we<br />

support them. We strive to prevent sexual harassment and<br />

mobbing at the workplace; various trusted internal and external<br />

representatives have been designated as contacts.<br />

See:<br />

www.siegfried.ch/siegfried/human-resources-jobs/respekt<br />

(German only)<br />

Apprentices<br />

In Zofingen for <strong>2009</strong>, there were 38 apprentices in training:<br />

13 chemical technologists, 15 lab specialists (synthetic and<br />

analytical), 7 business apprentices, and 3 logisticians. In addition<br />

to the technical education, we also promote team spirit,<br />

social skills, and self-confidence during the apprenticeship.<br />

The fact that usually over half of our apprentices choose to<br />

Sustainability <strong>Report</strong><br />

61


Total workforce by region as of December 31, <strong>2009</strong>:<br />

Switzerland 559<br />

Germany 52<br />

Malta 39<br />

U.S.A. 163<br />

<strong>Annual</strong> employee turnover 12.3%<br />

Women (% total workforce)<br />

(in Zofingen) 26%<br />

Women (% management)<br />

(in Zofingen) 26%<br />

Compensation<br />

The compensation policy at <strong>Siegfried</strong> considers individual<br />

and technical competencies as well as overall performance.<br />

The policy outlines a modern and market-driven framework<br />

that promotes diversity and equal opportunity. Salaries are<br />

set according to function, rather than gender; they are<br />

based on a contractually set monthly or annual salary, and<br />

variable components (bonuses, premiums, and allowances),<br />

as well as social and employee benefits. Compensation for<br />

all <strong>Siegfried</strong> locations is set according to the job classification,<br />

individual performance and job experience, as well as<br />

overall corporate success and the marketplace situation.<br />

Satisfaction index<br />

Giving each employee a voice on company issues is a goal<br />

set by Group management. Accordingly, every three years a<br />

comprehensive questionnaire is distributed across all departments<br />

to gain information on current work situations, the<br />

level of satisfaction and identification with the company, and<br />

strengths and possibilities for improvement (regarding<br />

processes, leadership, resolving conflicts and communication).<br />

The most recent questionnaire, distributed in late<br />

2008, gave a remarkably high rating of 49.4% “progressively<br />

satisfied” (based on an overall satisfaction scale ranging<br />

from “satisfied” to “good”). Two of the main reasons for<br />

this positive level of satisfaction are ‘work environment’<br />

(4.6 rating) and ‘work content’ (4.5), which are both rated<br />

as ‘good.’ The immediate supervisors also received good ratings,<br />

as did the social benefits package (4.7) and efforts of<br />

the Safety, Health & Environment (SHE) department. Our<br />

employees identify themselves strongly with the company<br />

and are prepared for an above average commitment.<br />

The next employee questionnaire is planned for 2011.<br />

62 Sustainability <strong>Report</strong>


Social Responsibility<br />

Introduction<br />

<strong>Siegfried</strong>’s responsibility goes beyond the immediate influence<br />

of the company. Within our scope of possibilities, we<br />

contribute to a sustainable development of society.<br />

Social responsibility<br />

As a responsible economic force and employer, <strong>Siegfried</strong> is<br />

committed socially, culturally, and in sports across Switzerland,<br />

and in particular in the Zofingen/Aargau region. For<br />

example, the company sponsors:<br />

– Social/civic projects in Switzerland<br />

– Political activities of our employees<br />

(through flexible work hours)<br />

– Regional cultural and sports organizations<br />

Competition<br />

<strong>Siegfried</strong> stands for a fair competitive environment and contributes<br />

to lower medicinal costs through the manufacture<br />

of generic products. To prevent corruption and price fixing,<br />

<strong>Siegfried</strong> trains its sales teams in fair competitive practices.<br />

Currently there are no pending suits concerning anti-competitive<br />

practices, cartel or monopolistic activities.<br />

Sustainable procurement/Personal rights<br />

Regular and systematic on-site audits of our suppliers are<br />

part of our quality management. Our presence in Shanghai<br />

puts us close to suppliers in high-risk areas, allowing us to<br />

respond quickly and effectively to defects or shortcomings.<br />

Employee safety and environmental protection are an important<br />

aspect of such audits.<br />

<strong>Siegfried</strong> also takes a clear stand against child labor and human<br />

rights violations of any kind. However, such cases are<br />

extremely rare in the chemical and pharmaceutical sectors.<br />

– Youth-oriented projects<br />

<strong>Siegfried</strong> dedicates a substantial sum every year to sponsor<br />

such activities. The company is a member of the Swiss<br />

Chemical Pharmaceutical Society (SCGI) and the Swiss Society<br />

for Healthcare Policy. In addition, an executive management<br />

member is on the Board of Directors of the Aargau<br />

Chamber of Industry & Commerce (AIHK) and president of<br />

the Business Association of the Zofingen Region (WRZ).<br />

Together with the University of Zurich, <strong>Siegfried</strong> organizes<br />

the international <strong>Siegfried</strong> Symposium every two years and<br />

awards the <strong>Siegfried</strong> Medal in recognition of extraordinary<br />

achievements in the field of process chemistry.<br />

Sustainability <strong>Report</strong><br />

63


Ken Zrebiec<br />

Director of Operations<br />

Having been with <strong>Siegfried</strong> for over<br />

nine years I have held a number of<br />

roles. In my current position as Director<br />

of Operations for the Pennsville site<br />

I am responsible for all activities from<br />

sourcing of the raw material through<br />

manufacturing and finally to customer<br />

fulfillment. It is exciting to be able to<br />

see the entire operation and get a<br />

sense of achievement when a delivery<br />

is made to the customer. Responsible<br />

for all aspects of the supply chain also<br />

lets me interact with people from all<br />

aspects of the industry. Whether I am<br />

working with our customer, an internal<br />

project team, or a raw material supplier,<br />

I really enjoy collaborating with<br />

others on a new project.<br />

<strong>Siegfried</strong> has also given me the chance<br />

to experience Europe. For two years<br />

I worked at our headquarters in Zofingen,<br />

Switzerland. The experience I had<br />

there was as rewarding personally as it<br />

was professionally. I had the pleasure<br />

of sharing this experience with my<br />

wife, Barbara, and our three children,<br />

Sarah, Ashley, and Stephen. Living in a<br />

different country really taught me to<br />

evaluate issues with a fresh perspective.<br />

As for my family, there was no<br />

better way to teach my children about<br />

the diversity of the world than to let<br />

them experience it for themselves.<br />

I know this experience will stay with<br />

them and influence them throughout<br />

their lives.<br />

When I am not shuttling the children<br />

between soccer, swimming lessons,<br />

and ballet, I try to find the time to enjoy<br />

my favorite activity: playing the<br />

drums. Drumming has been a part of<br />

my life since I was eight years old. I began<br />

studying percussion in third grade<br />

and continue my pursuit through college.<br />

I have had the opportunity to<br />

play in concert bands, marching bands,<br />

symphonic orchestras, and rock bands.<br />

It is an exhilarating feeling to relax into<br />

a solid rhythm. This is a passion that I<br />

know will remain with me throughout<br />

my life.<br />

By nature, I am a “fixer” and an<br />

“organizer.” I enjoy puzzles and logic<br />

problems and am drawn to finding<br />

solutions and making complex issues<br />

manageable. Perhaps this is what<br />

drove me to study Chemical Engineering<br />

in the first place and ultimately led<br />

me into manufacturing.<br />

My family plays a central role in my<br />

free time outside of work. I enjoy<br />

spending time with my children as they<br />

try out new activities in sports, music,<br />

and the arts. Since they are all still<br />

young they have yet to pick a favorite<br />

activity. But, this makes it even more<br />

fun to try new things with each of<br />

them! As a family, we also enjoy traveling,<br />

something we really took advantage<br />

of while living in Switzerland.<br />

65


Consolidated Financial Statements <strong>Siegfried</strong> Holding AG<br />

Editorial<br />

Sales increase in core business despite<br />

difficult market conditions<br />

In <strong>2009</strong> <strong>Siegfried</strong> achieved sales of CHF 283.0 million, a<br />

2.6% increase over 2008 base business (CHF 275.8 million),<br />

or a 3.8% increase in local currencies. Compared to the<br />

industry, this is a favorable result for the year. Overall Group<br />

sales declined by 2.2% in CHF, in local currencies by 1.1%;<br />

this includes the one-time license payment of CHF 13.5 million<br />

for a bio-generic product in 2008.<br />

Sales for the <strong>Siegfried</strong> Actives Division posted a strong<br />

increase of 15.3% to CHF 220.9 million. However, the<br />

<strong>Siegfried</strong> Generics Division showed a decline of 26.2%<br />

(base business), or 36.4% when including the 2008 license<br />

payment for a bio-generic. This drop is due mainly to the<br />

changes in the Germany generics market. The shortfall<br />

was clearly reduced during the second half of <strong>2009</strong>, when<br />

the sales decline was only 3.9%.<br />

When comparing the first half of the year with the second<br />

half, income of CHF 121.0 million for the first six months<br />

rose to CHF 162.0 million for the last six months, corresponding<br />

to a 17.2% drop in the base business for the first half,<br />

then a 25.0% jump during the second half. Particularly the<br />

<strong>Siegfried</strong> Actives Division turned in a strong second half performance,<br />

increasing income by 34.8% over the same previous<br />

year period.<br />

Operating results<br />

The EBITDA before special effects was CHF 25.3 million,<br />

or 8.9% of sales. EBITDA was CHF 21.0 million with special<br />

effects (incl. one-time costs for the “Deliver” reorganization<br />

project). Excluding the investments in the inhaler (CHF 11.9<br />

million), EBITDA for the core business is CHF 37.1 million<br />

(before special effects), corresponding to a 13.1% EBITDA<br />

margin. These results show the EBITDA and EBITDA margin<br />

to be slightly lower than the previous year. All inhaler development<br />

costs were booked against earnings.<br />

For <strong>2009</strong>, the <strong>Siegfried</strong> Actives Division achieved an EBITDA<br />

of CHF 25.9 million and an 11.7% EBITDA margin, while<br />

<strong>Siegfried</strong> Generics (excl. inhaler) contributed an EBITDA of<br />

CHF 14.8 million to the Group results, with a 23.9% EBITDA<br />

margin. EBITDA is CHF 3.0 million when inhaler costs are<br />

included.<br />

The <strong>Siegfried</strong> base business posted <strong>2009</strong> an operative profit<br />

(EBIT) of CHF 6.1 million. In <strong>2009</strong>, adjustments of CHF 16.2<br />

million were made to the activated development costs after<br />

a review of the earnings potential. This revaluation included<br />

and costs of project “Deliver” as well, an operating loss of<br />

CHF 14.4 million resulted. Including the inhaler development<br />

costs of CHF 13.4 million, the operating loss amounted to<br />

CHF 27.7 million.<br />

The “Deliver” project surpassed expectations with savings of<br />

about CHF 10 million achieved already for <strong>2009</strong>. Further savings<br />

of approximately CHF 10 million are expected for 2010.<br />

These savings will have a sustainable effect on our results.<br />

Costs of CHF 235.5 million for products sold, or 83.2% of<br />

sales, resulted in a gross profit of CHF 47.5 million for <strong>2009</strong>,<br />

which translates to a 16.8% gross profit margin.<br />

Marketing and distribution costs for <strong>2009</strong> were CHF 9.5 million,<br />

about CHF 2 million less than the previous year. R&D<br />

costs decreased from CHF 40.3 to CHF 31.5 million. The special<br />

effect (activated development costs) noted above is separately<br />

disclosed as impairment costs. Administrative costs<br />

increased to CHF 22.5 million and include the one-time costs<br />

66 Financial Statements <strong>Siegfried</strong> Group


elated to the Deliver project. In addition, the previous<br />

year figure included a positive effect from changes to the<br />

pension scheme.<br />

Non-operative results<br />

The financial results include the interest costs for the bank<br />

loan of CHF 4.9 million. In this figure, the costs for the<br />

re-negotiation are included as well. Further, the value of our<br />

Arena shares was adjusted downward by CHF 6.9 million.<br />

<strong>Siegfried</strong> received these shares in 2008 as part of the sales<br />

price for production equipment in Zofingen. Despite positive<br />

clinical results published last fall by Arena, the share price<br />

continued to go down and the value of our stock holdings<br />

reached CHF 5.5 million by end <strong>2009</strong>. The shares are locked<br />

until the end of 2010. Further, a biotech fund investment<br />

made some time ago was impaired by CHF 0.5 million.<br />

In addition, financial income of CHF 0.9 million and foreign<br />

currency losses of CHF 0.8 million are booked in the<br />

financial result.<br />

<strong>Siegfried</strong> holds a minority share in SCI Pharmtech, Inc.<br />

This company continues to prosper, resulting in CHF 0.9 million<br />

result from associated companies for <strong>2009</strong>.<br />

Because pre-tax income remains negative, there was a tax<br />

income for <strong>2009</strong> of CHF 5.1 million.<br />

Overall, the sum of these effects led to a net loss of<br />

CHF 35.3 million for <strong>2009</strong>. Despite the negative results,<br />

our equity ratio grew somewhat to 68% (2008: 65%).<br />

Balance sheet – cash flow<br />

For <strong>2009</strong>, <strong>Siegfried</strong> focused on net working capital management,<br />

which was reduced by CHF 39.4 million (from<br />

CHF 172.3 million to CHF 132.9 million) – a reduction of<br />

more than 20%. (Net working capital includes trade<br />

accounts receivable, inventory, and trade accounts payable.)<br />

The “Focused Factories” and “Joint Analytics” initiatives of<br />

our “Deliver” program enabled substantial progress through<br />

optimized processes in production and analytics. Tighter<br />

control of overdue receivables also contributed notably to<br />

the reduction in net working capital. By the end of <strong>2009</strong>, net<br />

working capital was 47.0% of sales and we expect further<br />

improvements for 2010. The positive cash flow from operating<br />

activities of CHF 45.5 million for <strong>2009</strong>, an increase of<br />

69.4% over the previous year, is in large part a result of the<br />

clearly reduced level of net working capital. However, this<br />

reduction also led to a drop in operating results because of<br />

reduced absorption of fixed costs.<br />

Cash flow from investing activities was CHF 32.3 million for<br />

<strong>2009</strong>, including capitalized development costs of CHF 12.4<br />

million and capital expenditure of CHF 20.8 million. CHF 4.1<br />

million was dedicated towards new production equipment in<br />

Pennsville and CHF 1.6 million was distributed among our<br />

remaining facilities. CHF 15.1 million relate to Zofingen. The<br />

new lab building, inaugurated in September <strong>2009</strong>, represents<br />

our single largest investment.<br />

In <strong>2009</strong>, net debt was reduced by CHF 7.9 million to<br />

CHF 63.3 million, thanks to strong operating cash flow<br />

and reduced investment activities. Ultimately, a dividend of<br />

CHF 5.7 million (CHF 2.10 per share) was paid out in <strong>2009</strong><br />

for the 2008 financial year. Due to the capital increase and<br />

the current earnings situation, the Board of Directors proposes<br />

to the <strong>Annual</strong> General Meeting of Shareholders to<br />

renounce paying a dividend for the business year <strong>2009</strong>.<br />

Michael Hüsler, CFO<br />

Financial Statements <strong>Siegfried</strong> Group<br />

67


Consolidated Balance Sheet<br />

In 1000 CHF (as of December 31) Notes * <strong>2009</strong> 2008 1 1.1.2008 1<br />

Assets<br />

Non-current assets<br />

Property, plant and equipment 2 235 613 241 729 317 673<br />

Intangible assets 3 44 248 51 252 66 665<br />

Investments in associated companies and joint ventures 4 5 971 6 024 5 477<br />

Financial and other non-current assets 5, 6 15 661 20 391 1 123<br />

Non-current pension assets 19 – – 18 815<br />

Deferred tax assets 7 – – 8 698<br />

Total non-current assets 301 493 319 396 418 451<br />

Current assets<br />

Inventories 8 111 055 130 841 148 022<br />

Trade receivables 5, 9 45 462 63 143 68 737<br />

Other current assets 5, 10 10 393 10 720 19 408<br />

Current taxes 7 582 13 –<br />

Derivative financial instruments 11 – 434 527<br />

Cash 12 8 083 14 937 4 714<br />

Total current assets 175 575 220 088 241 408<br />

Non-current assets held for sale – – 19 600<br />

Total assets 477 068 539 484 679 459<br />

Liabilities and Equity<br />

Equity<br />

Share capital 5 600 5 600 5 600<br />

Treasury shares 13 –4 867 –5 039 –4 950<br />

Reserves and retained earnings 326 613 351 452 486 971<br />

Total equity 327 346 352 013 487 621<br />

Non-current liabilities<br />

Non-current financial liabilities 5, 14 71 336 86 127 75 824<br />

Non-current provisions 15 6 350 10 911 9 166<br />

Deferred tax liabilities 7 436 573 34 126<br />

Other non-current liabilities 16 5 645 6 530 6 910<br />

Pension liabilities 19 2 471 18 943 6 280<br />

Total non-current liabilities 86 238 123 084 132 306<br />

Current liabilities<br />

Trade payables 17 23 581 21 657 15 156<br />

Other current liabilities 18 25 942 33 048 38 070<br />

Derivative financial instruments 11 3 854 4 300 –<br />

Pension liabilities 19 921 922 954<br />

Current provisions 15 8 866 4 420 3 735<br />

Current income tax liabilities 7 320 40 1 617<br />

Total current liabilities 63 484 64 387 59 532<br />

Total liabilities 149 722 187 471 191 838<br />

Total liabilities and equity 477 068 539 484 679 459<br />

*<br />

The notes on pages 72–103 are an integral part of the Group Financial Statements<br />

1<br />

Balance sheet 1.1.2008 and 31.12.2008 restated, see page 73<br />

68 Financial Statements <strong>Siegfried</strong> Group


Consolidated income statement<br />

In 1000 CHF (for the year ended December 31) Notes * <strong>2009</strong> 2008 1<br />

Net sales 29 283 041 289 309<br />

Cost of goods sold 8 –235 529 –226 865<br />

Gross profit 47 512 62 444<br />

Marketing and sales –9 478 –11 220<br />

Research and development –31 515 –40 336<br />

Administration and general overhead –22 476 –14 609<br />

Other operating income 20 4 425 18 537<br />

Operating result before impairment –11 532 14 816<br />

Impairment 2, 3 –16 209 –99 551<br />

Operating result –27 741 –84 735<br />

Share of results of associated companies 4 906 1 252<br />

Financial income 21 857 1 125<br />

Financial expenses 21 –13 519 –6 068<br />

Exchange rate differences 21 –823 243<br />

Loss before income taxes –40 320 –88 183<br />

Income taxes 7 5 057 13 299<br />

Net loss group –35 263 –74 884<br />

Net loss per share<br />

Undiluted net loss per share 22 –12.79 –27.02<br />

Diluted net loss per share 22 –12.79 –27.02<br />

*<br />

The notes on pages 72–103 are an integral part of the Group Financial Statements<br />

1<br />

Income statement 2008 restated, see page 74<br />

Consolidated statement of comprehensive income<br />

In 1000 CHF (for the year ended December 31) Notes * <strong>2009</strong> 2008<br />

Net loss –35 263 –74 884 1<br />

Other comprehensive income<br />

Cash Flow Hedges<br />

– gains (losses) taken to equity 781 –2 717<br />

– deferred taxes thereon –62 213<br />

Available-for-sale financial assets<br />

– losses taken to equity –1 247 –6 000<br />

– deferred taxes thereon 300 1 440<br />

– losses transferred to income statement 7 420 –<br />

– deferred taxes thereon –1 788 –<br />

Actuarial gains (losses) from defined benefit plans 19 14 721 –41 827<br />

– deferred taxes thereon –3 313 9 034<br />

<strong>Siegfried</strong>’s share in the equity of associated companies –564 100<br />

Exchange rate differences –1 052 –9 026<br />

Other comprehensive income (net) 15 196 –48 783<br />

Total comprehensive income for the year –20 067 –123 667<br />

*<br />

The notes on pages 72–103 are an integral part of the Group Financial Statements<br />

1<br />

Statement of comprehensive income restated, see page 74<br />

Financial Statements <strong>Siegfried</strong> Group 69


Consolidated statement of cash flows<br />

In 1 000 CHF (for the year ended December 31) Notes * <strong>2009</strong> 2008 1<br />

Net loss –35 263 –74 884<br />

Adjustments:<br />

Depreciation and impairment PP&E and Intangibles 2, 3 48 778 136 762<br />

Change in provisions (2008 excl. Impact of Arena transaction) 15, 20 63 –446<br />

Other non-cash items –3 415 ** –26 358<br />

Expenses for share-based payments 504 226<br />

Exchange rate differences 21 823 –243<br />

Financial income 21 –857 –1 125<br />

Financial expenses 21 13 519 6 068<br />

Income taxes 7 –5 057 –13 299<br />

Share of result of associated companies 4 –906 –1 252<br />

Net result on disposal of property, plant and equipment –13 103<br />

Net result from sale of non-current assets held for sale 20 – –13 537<br />

Cash flow from operating activities before change in net current assets 18 176 12 015<br />

Change in trade receivables 17 704 5 310<br />

Change in other current assets 301 8 163<br />

Change in inventories 19 627 14 777<br />

Change in trade payables 2 929 2 008<br />

Change in other current liabilities –7 976 –7 762<br />

Payments out of provisions 15 –179 –1 005<br />

Interest paid and bank charges –4 876 –4 255<br />

Income taxes paid –241 –2 413<br />

Cash flow from operating activities 45 465 26 838<br />

Purchase of property, plant and equipment –20 840 –30 511<br />

Proceeds from disposal of property, plant and equipment 531 1 430<br />

Proceeds from sale of non-current assets held for sale 20 – 21 822<br />

Purchase of intangible assets –12 368 –12 434<br />

Investments in associated companies and joint ventures – –240<br />

Purchase of available-for-sale financial assets 145 –196<br />

Sale of available-for-sale financial assets 36 –<br />

Interest received 125 614<br />

Dividend received 83 2<br />

Cash flow from investing activities –32 288 –19 513<br />

Increase in non-current financial liabilities 14 8 014 30 000<br />

Redemption of non-current financial liabilities 14 –22 635 –15 000<br />

Increase in current financial liabilities – 23<br />

Redemption of current financial liabilities – 181<br />

Change in other non-current liabilities –593 –<br />

Purchase/disposal of treasury shares, net 1 042 –230<br />

Dividend paid to shareholders of <strong>Siegfried</strong> Holding AG –5 739 –11 647<br />

Cash flow from financing activities –19 911 3 327<br />

Net change in cash –6 734 10 652<br />

Cash at the beginning of the year 14 937 4 714<br />

Net effect of exchange rate changes on cash –120 –429<br />

Cash at the end of the year 8 083 14 937<br />

1<br />

Cash flow statement 2008 restated, see page 74<br />

*<br />

The notes on pages 72–103 are an integral part of the Group Finanical Statements<br />

**<br />

Other non-cash items mainly include capitalized own development.<br />

70 Financial Statements <strong>Siegfried</strong> Group


Consolidated statement of changes in equity<br />

Value<br />

Capital surplus fluctuations Cumulative<br />

Share Treasury and legal of financial Retained translation<br />

In 1000 CHF capital shares reserves * instruments * earnings * adjustments * Total equity<br />

As of January 1, 2008 5 600 –4 950 18 483 –123 507 587 –38 976 487 621<br />

Restatement – – – – – – –<br />

As of January 1, 2008 (after restatement) 5 600 –4 950 18 483 –123 507 587 –38 976 487 621<br />

Comprehensive income – – – –7 064 –107 577 –9 026 –123 667<br />

Dividends – – – –11 647 – –11 647<br />

Employee share plan – – – – –63 – –63<br />

Change in treasury shares – –89 – – –142 – –231<br />

As of December 31, 2008 5 600 –5 039 18 483 –7 187 388 158 –48 002 352 013<br />

Comprehensive income – – – 5 404 –24 419 –1 052 –20 067<br />

Dividends – – – – –5 739 – –5 739<br />

Employee share plan – – – – 97 – 97<br />

Change in treasury shares – 172 – – 870 – 1 042<br />

As of December 31, <strong>2009</strong> 5 600 –4 867 18 483 –1 783 358 967 –49 054 327 346<br />

*<br />

in the Group’s Consolidated Balance Sheet these items are combined as reserves and retained earnings.<br />

There are no minority interests in the <strong>Siegfried</strong> Group<br />

(as in the prior year).<br />

The share capital of the <strong>Siegfried</strong> Group remains unchanged<br />

at CHF 5.6 million and is divided into 2 800 000 registered<br />

shares (par value CHF 2).<br />

Financial Statements <strong>Siegfried</strong> Group 71


Notes to the Consolidated Financial<br />

Statements<br />

Accounting principles Group<br />

Financial Statements The Consolidated Financial Statements<br />

of the <strong>Siegfried</strong> Group (<strong>Siegfried</strong>) comply with the<br />

International Financial <strong>Report</strong>ing Standards (IFRS). The Consolidated<br />

Financial Statements are based on historical costs,<br />

except the revaluation of specific financial assets and liabilities,<br />

such as derivative financial instruments and availablefor-sale<br />

financial assets. As described in the following policies,<br />

these are assessed at fair value. The <strong>Siegfried</strong> registered<br />

shares are listed on the Swiss stock exchange SIX. The Board<br />

of Directors approved the Consolidated Financial Statements<br />

on March 3, 2010.<br />

Estimates and Valuations In compliance with IFRS, the<br />

compilation of the Consolidated Financial Statements<br />

requires estimates and the use of company-wide accounting<br />

and valuation procedures by management. Estimates and<br />

assumptions for activities of key importance to the Group<br />

Financial Statements and those judged more complex and<br />

needing additional leeway are explained under these Notes<br />

under the caption “Significant accounting judgments and<br />

estimates”. Actual results may vary from the estimates.<br />

Revised accounting standards In 2008 the <strong>Siegfried</strong><br />

Group early adopted IFRS 8 “Operating segments”, which<br />

was required to be implemented from 1 January <strong>2009</strong> at<br />

the latest. Therefore there have been no further adjustments<br />

to this Year-end report.<br />

IAS 1 (revised) «Presentation of financial statements» –<br />

effective January 1, <strong>2009</strong> Amongst other matters, the<br />

revised standard requires some changes to the format of<br />

the statement of comprehensive income, the statement of<br />

changes in equity and additional disclosures in the notes to<br />

the consolidated financial statements. The changes from the<br />

implementation of the revised standard are purely presentational<br />

and have no impact on the results and financial position<br />

of the <strong>Siegfried</strong> Group.<br />

IAS 23 (revised) «Borrowing costs» The revised standard<br />

requires capitalization of borrowing costs relating to qualifying<br />

assets as part of the cost of these assets. Previously the<br />

Group immediately recognized all borrowing costs as an<br />

expense. In the reporting period <strong>2009</strong>, no material qualifying<br />

assets for capitalizing borrowing cost were identified, so that<br />

the revised Standard (IAS 23) had no impact on the consolidated<br />

financial statements ended 31 December <strong>2009</strong>.<br />

IFRS 7 «Financial instruments – Disclosures» (amendment)<br />

- effective January 1, <strong>2009</strong> The amendment<br />

requires enhanced disclosures about fair value measurement<br />

and li-quidity risk. As the change only results in additional<br />

disclosures, there is no impact on the results and the financial<br />

position of the <strong>Siegfried</strong> Group.<br />

IFRS 2 (amendment) «Share-based payments» - effective<br />

January 1, <strong>2009</strong>, deals with vesting conditions and<br />

cancellations. The amendment had no impact on the group’s<br />

financial statements.<br />

Future changes in accounting principles<br />

The Group is currently assessing the potential impact of the<br />

new and revised standards and interpretations that are effective<br />

from January 1, 2010 and later and have not been<br />

applied early. This applies in particular to IFRS 3 (revised)<br />

“Business Combinations”, IAS 27 (revised) “Consolidated<br />

and Separate Financial Statements”, IAS 38 (amended),<br />

“Intangible Assets”, IFRS 5 (amendment), “Measurement of<br />

non-current assets (or disposal groups). It is anticipated that<br />

these and further revised and amended standards will have<br />

no significant impact on the results and the financial position<br />

of the <strong>Siegfried</strong> Group.<br />

Changes in accounting principles<br />

Development costs for Generic dossiers are capitalized<br />

according to the stage of the project, if all relevant capitalization<br />

criteria’s are fulfilled. In the past capitalized project<br />

costs were recorded under inventories and as a rule separately<br />

compensated by the clients during the development<br />

phase. Over the past years, the business environment has<br />

continuously changed. The projects are more and more complex,<br />

with longer development periods and higher amounts<br />

involved. Further the projects costs are now recovered mainly<br />

by future margins on production. Management has decided<br />

to adapt the accounting treatment to the changed business<br />

model, as this will result in more relevant information to the<br />

users of the financial statements. Development costs are<br />

new capitalized as intangibles and amortized over the duration<br />

of the contract. The amortization starts with the market<br />

entry (start of production). Down-payments during the<br />

development phase are recorded as a liability (deferred<br />

income) in the Balance Sheet, they are recognized in the<br />

income statement on an accrual basis over the duration of<br />

the production contract. The opening Balance Sheet as of<br />

January 1, 2008 has been restated accordingly. The impact<br />

on earnings per share for the year 2008 is immaterial. The<br />

following table shows the impact on the Balance Sheets,<br />

the Income statements and Cash flow statements previously<br />

presented:<br />

72 Financial Statements <strong>Siegfried</strong> Group


Reclassification of<br />

Balance sheet January 1, 2008 capitalized costs for January 1, 2008<br />

In 1000 CHF (before restatement) development projects (restated)<br />

Intangible assets 48 870 17 795 66 665<br />

Total non-current assets 400 656 17 795 418 451<br />

Inventories 160 523 –12 501 148 022<br />

Total current assets 253 909 –12 501 241 408<br />

Non-current assets held for sale 19 600 – 19 600<br />

Total assets 674 165 5 294 679 459<br />

Total equity 487 621 – 487 621<br />

Other non-current liabilities 2 940 3 970 6 910<br />

Other current liabilities 36 746 1 324 38 070<br />

Total liabilities 186 544 5 294 191 838<br />

Total liabilities and equity 674 165 5 294 679 459<br />

Reclassification of December 31,<br />

Balance sheet December 31, 2008 capitalized costs for 2008<br />

In 1000 CHF (before restatement) development projects (restated)<br />

Intangible assets 30 353 20 899 51 252<br />

Total non-current assets 298 497 20 899 319 396<br />

Inventories 147 066 –16 225 130 841<br />

Total current assets 236 313 –16 225 220 088<br />

Total assets 534 810 4 674 539 484<br />

Reserves and retained earnings 351 502 –50 351 452<br />

Total equity 352 063 –50 352 013<br />

Deferred tax liabilities 579 –6 573<br />

Other non-current liabilities 3 124 3 406 6 530<br />

Other current liabilities 31 724 1 324 33 048<br />

Total liabilities 182 747 4 724 187 471<br />

Total liabilities and equity 534 810 4 674 539 484<br />

Financial Statements <strong>Siegfried</strong> Group 73


Reclassification of<br />

2008 capitalized costs for<br />

Income statement before restatement development projects 2008 restated<br />

Net sales 288 745 564 289 309<br />

Cost of goods sold –226 301 –564 –226 865<br />

Research and development –42 836 2 500 –40 336<br />

Impairment –96 995 –2 556 –99 551<br />

Loss before income taxes –88 127 –56 –88 183<br />

Income taxes 13 293 6 13 299<br />

Net loss group –74 834 –50 –74 884<br />

Reclassification of<br />

2008 capitalized costs for<br />

Cash flow Statement before restatement development projects 2008 restated<br />

Net loss group –74 834 –50 –74 884<br />

Depreciation and impairment PP&E and intangible assets 132 882 3 880 136 762<br />

Other non-cash items –23 354 –3 004 –26 358<br />

Income taxes –13 293 –6 –13 299<br />

Cash flow from operating activities before change in net current assets 11 195 820 12 015<br />

Change in inventories 11 053 3 724 14 777<br />

Cash flow from operating activities 22 294 4 544 26 838<br />

Purchase of intangible assets –7 890 –4 544 –12 434<br />

Cash flow from investing activities –14 969 –4 544 –19 513<br />

Method and scope of consolidation The Consolidated<br />

Financial Statements include all Swiss and foreign companies<br />

in which <strong>Siegfried</strong> Holding AG controls directly or indirectly<br />

(generally over 50% of voting interest) the financial and<br />

operating policy. Assets and liabilities, income and expenses<br />

are included according to the full consolidation method.<br />

Minority interests in the net assets and income of consolidated<br />

companies are recorded separately in the Consolidated<br />

Balance Sheet and the Consolidated Income Statement.<br />

Investments in associated companies are accounted for by<br />

the equity method. These are companies over which the<br />

Group exercises significant influence, but which it does not<br />

control. This is normally the case with a voting rights share<br />

of 20%-50%. An exception is the investment in SCI<br />

Pharmtech Inc. This has been accounted for by the equity<br />

method since April 1, 2007 although the share of voting<br />

rights is 16.11% because, as a result of the representation in<br />

the Board of Directors, the opportunity for significant influence<br />

exists. Investments in joint ventures are also accounted<br />

for by the equity method.<br />

Group companies acquired or disposed of during the reporting<br />

period are included in or excluded from the Consolidated<br />

Financial Statements from the date of acquisition or disposal.<br />

The individual financial statements on which the Consolidated<br />

Financial Statements are based are drawn up in accordance<br />

with accounting principles applied consistently<br />

throughout the Group. All intercompany Group accounts<br />

receivable and payable, expenses and income and unrealized<br />

intercompany profit are eliminated in the consolidation.<br />

The annual reporting period for all Group companies ends<br />

on December 31.<br />

Business combinations The acquisition of subsidiary companies<br />

is reported according to the purchase method. The<br />

purchase costs of an acquisition include the sum of the fair<br />

market value of the acquired assets, current and contingent<br />

liabilities, and issued equity instruments on the acquisition<br />

date, plus the directly attributable transaction costs of the<br />

acquisition. Goodwill is the excess of the acquisition cost<br />

over the fair value of the identified net assets of the acquired<br />

company. If the fair value of the net assets exceeds the<br />

acquisition costs, this surplus is credited to net profit.<br />

Segment reporting Operating segments are reported in<br />

line with the internal reporting (management approach).<br />

Foreign currency translation The positions of the Balance<br />

Sheets are valued on a functional currency basis. The<br />

Consolidated Financial Statements are denominated in Swiss<br />

francs. The functional currency of the Group companies is<br />

the respective local currency. Balance sheets stated in foreign<br />

currencies are translated at the year-end exchange rates, the<br />

corresponding income statements at the average annual<br />

exchange rates, which do not differ significantly from the<br />

74 Financial Statements <strong>Siegfried</strong> Group


exchange rates prevailing on the transaction dates. The<br />

exchange rate differences arising from the translation of the<br />

Financial Statements are recognized directly in consolidated<br />

equity. Exchange rate differences arising on intercompany<br />

loans that, in substance, form part of the net investment in<br />

that subsidiary as well as financial liabilities that are designated<br />

as hedges of these investments, are also recognized in<br />

equity. Intercompany loans are regarded as part of a net<br />

investment in a subsidiary, if the settlement of these loans is<br />

neither planned nor likely to occur in the foreseeable future.<br />

All other exchange rate differences are included in the<br />

Income Statement.<br />

Translation differences on non-monetary financial assets and<br />

liabilities such as equities held at fair value through profit or<br />

loss are recognized in the income statement as part of the<br />

fair value gain or loss. Translation differences on non-monetary<br />

financial assets such as equities classified as availablefor-sale<br />

are included in the reserve for value fluctuations of<br />

financial instruments in equity.<br />

The exchange rates applied to the Group’s most important<br />

foreign currencies are as follows:<br />

Balance Sheet<br />

Year-end rates <strong>2009</strong> 2008<br />

1 USD 1.038 1.056<br />

1 EUR 1.488 1.489<br />

Income Statement<br />

Average rates <strong>2009</strong> 2008<br />

1 USD 1.0857 1.0831<br />

1 EUR 1.5102 1.5874<br />

Property, plant and equipment are valued at acquisition<br />

or production cost less accumulated depreciation. Land is<br />

not depreciated. Depreciation is charged on a straight-line<br />

basis over the following estimated useful life of the assets:<br />

Buildings<br />

Machinery and equipment<br />

Vehicles<br />

IT equipment<br />

10–45 years<br />

8–15 years<br />

8–10 years<br />

3–5 years<br />

or losses on disposal are recorded in the Income Statement.<br />

In determining the recoverable value for items of property,<br />

plant and equipment, expected future cash flows are discounted<br />

to their present value. Maintenance and repair costs<br />

are recognized in the Income Statement. Subsequent purchase<br />

and production costs are capitalized, only if a future<br />

economic benefit is expected and the costs of the asset can<br />

be reliably determined. All other repair and maintenance<br />

costs are recorded in the Income Statement in the financial<br />

year in which these costs are incurred.<br />

Leasing Leased property, plant and equipment for which<br />

the significant risks and rewards are transferred to the Group<br />

are disclosed as Financial leases. All other lease agreements<br />

are classified as Operating leases. Financial leasing contracts<br />

are capitalized at the beginning of the leasing period at the<br />

lower of fair value of the leased property and the net present<br />

value of the minimum lease payments. The corresponding<br />

liability is disclosed under Financial Liabilities (after<br />

deduction of the financing costs). The depreciation period<br />

for leased objects corresponds to the guidelines for the<br />

depreciation of property, plant and equipment (see above)<br />

or the period of the lease if shorter. Leasing instalments are<br />

divided into a repayment and an interest portion. The interest<br />

portion is charged at a constant rate (for the remainder<br />

of the liability) against financial expenses.<br />

Intangible assets Intangible assets consist of licenses,<br />

patents, trademarks, technology, customer base, software<br />

and capitalized development costs for <strong>Siegfried</strong> products and<br />

generic dossiers. Goodwill from an acquisition is allocated to<br />

the cash-generating units on the date of the acquisition that<br />

benefit from future cash flow as a result of the acquisition.<br />

Goodwill is the excess of the cost of the acquisition over the<br />

Group’s interest in the fair value of the identifiable net assets<br />

acquired. Goodwill is carried in the local currency of the<br />

Group company, which has performed the purchase.<br />

Patents, licenses, trademarks and other intangible assets<br />

acquired through acquisitions are recorded at fair value at<br />

the acquisition date, or if separately acquired at cost.<br />

If parts of a fixed asset have different useful lives, they are<br />

recognized and depreciated as separate assets. The useful<br />

lives of assets are evaluated at least once a year at the<br />

reporting date and, if necessary, amended. Property, plant<br />

and equipment are excluded from the Balance Sheet on<br />

retirement or when no value in use can be expected. Gains<br />

Financial Statements <strong>Siegfried</strong> Group 75


Goodwill from acquisitions and intangible assets with indefinite<br />

useful lives are not amortized. Instead these items are<br />

tested for impairment at least once a year, or if indications<br />

for possible impairment are evident. After the impairment of<br />

Goodwill in the year 2008, the <strong>Siegfried</strong> Group’s Balance<br />

Sheet contains no assets with indefinite useful lives.<br />

All intangible assets having a finite useful life and are<br />

amortized systematically on a straight-line basis over their<br />

economic or legal life, whichever is shorter:<br />

Licenses, patents<br />

Trademarks, technology<br />

client base<br />

Capitalized development costs<br />

Software<br />

The shorter of economic or legal life,<br />

as a rule 5 – 20 years<br />

The shorter of economic or legal life,<br />

as a rule 5 – 20 years<br />

5–10 years<br />

3–5 years<br />

Impairment tests are carried out whenever there are indications<br />

that intangible assets may be impaired. If the carrying<br />

amount is greater than the recoverable amount, equal to<br />

the greater of the two amounts market value less costs of<br />

disposal and value in use, the carrying amount is reduced<br />

to the recoverable amount. This reduction is recognized<br />

in the Consolidated Income Statement as expense. Intangible<br />

assets also include capitalized development costs<br />

for <strong>Siegfried</strong> products and for Generic projects as well as<br />

Actives. Assets are capitalized only if all relevant capitalization<br />

criteria are fulfilled. These costs are capitalized according<br />

to the stage of the project. The capitalized development<br />

costs are regularly assessed for “recoverability” and impaired<br />

if the recoverable amount is below the carrying amount.<br />

Impairments of capitalized development costs are recognized<br />

in the Income Statement under Research and development.<br />

Impairment of non-financial non-current assets An<br />

assessment whether the value of Property, plant and equipment<br />

and other non-current assets with finite useful life may<br />

be impaired is undertaken if as a result of events or changed<br />

circumstances it appears possible that the carrying amounts<br />

are too high. If the carrying amount exceeds the recoverable<br />

amount, then a special impairment is recorded to this<br />

amount. The recoverable amount is the higher of the asset’s<br />

fair value less costs to sell and the value in use. When an<br />

impairment loss arises the useful life of the asset in question<br />

is reviewed and, if necessary, the future depreciation charge<br />

is accelerated. The recoverability of assets with an indefinite<br />

life is reviewed at least once a year.<br />

Financial assets Financial assets are classified into the<br />

following categories:<br />

– Financial investments at ”fair value through profit and<br />

loss“. These include financial investments that are held for<br />

trading purposes and derivative and financial instruments<br />

that on initial recognition are designated as at ”fair value<br />

through profit and loss”. These are acquired for the purpose<br />

of generating a profit from short-term fluctuations in<br />

price. These assets are included under current assets, if<br />

they are held for trading purposes or will probably be<br />

realized within 12 months.<br />

– Loans and receivables. These contain loans, trade and<br />

other receivables and cash and cash equivalents with fixed<br />

payments that are not listed on a capital market. With<br />

a due date of 12 months or less, they are classified as<br />

current assets; anything over that period is classified<br />

as a non-current asset at discounted value.<br />

– Financial investments “available for sale” are non-derivative<br />

instruments, which either were allocated to this category<br />

or belong to neither of the other categories. They are<br />

disclosed under non-current assets in Financial and other<br />

non-current investments, except when it is planned to sell<br />

them within the coming 12 months.<br />

The classification of the financial assets is reviewed at every<br />

reporting date.<br />

All purchases and disposals of financial assets are recognized<br />

on the trade date. All financial assets are initially recorded at<br />

fair value, including transaction costs, except for “fair value<br />

through profit and loss” assets (no transaction costs).<br />

Changes in the fair value of “fair value through profit and<br />

loss“ assets are recorded in the financial result of the reporting<br />

period. Available-for-sale financial assets are subsequently<br />

carried at fair value, with all unrealized changes in fair value<br />

(after tax) recorded in equity. When the available-for-sale<br />

financial assets are sold, impaired or otherwise disposed of,<br />

the cumulative gains and losses previously recognized in<br />

equity are transferred to the result for the current period.<br />

The fair value of financial assets is based in principle on<br />

current market prices. If the market for a financial investment<br />

is not active and no current market prices are available,<br />

the fair value is determined by means of suitable valuation<br />

techniques such as reference to comparable instruments<br />

and transactions or the application of Discounted Cash Flow<br />

analyses.<br />

At each balance sheet date financial assets are assessed for<br />

impairment. Financial assets are impaired only if there is<br />

objective evidence of impairment as a result of events that<br />

occurred after the initial recognition of the asset. If the carrying<br />

value exceeds the net recoverable amount, the asset is<br />

impaired to the recoverable amount calculated on the basis<br />

76 Financial Statements <strong>Siegfried</strong> Group


of discounted future cash flows. Various criteria are applied<br />

to determine if there is objective evidence of an impairment<br />

loss. These criteria include significant financial difficulty of<br />

the issuer, a breach of contract, danger of bankruptcy, disappearance<br />

of an active market, etc. In the case of equity<br />

investments classified as available-for-sale, a significant or<br />

prolonged decline in the fair value of the security below its<br />

cost is evidence that the assets are impaired.<br />

Inventories Inventories are carried in the Balance Sheet at<br />

the lower of acquisition/production costs and net realizable<br />

value. Production costs comprise all manufacturing costs<br />

including an appropriate share of production overheads.<br />

Costs are assigned to inventory based on the “first-in, firstout”<br />

method. Appropriate valuation allowances are made<br />

for obsolete and slow-moving inventory items. Net realizable<br />

value is the estimated selling price in the ordinary course of<br />

business, less applicable variable selling expenses. Intercompany<br />

profits on inventories of goods produced in the Group<br />

are eliminated from net profit.<br />

Trade receivables Trade receivables are included initially<br />

at fair value and subsequently at amortized cost; this is equal<br />

to the amounts invoiced after deducting allowances for<br />

doubtful accounts. Indications for possible impairment are<br />

given if payment is delayed, the customer is experiencing<br />

financial difficulties or recapitalization or bankruptcy is likely.<br />

Allowances for doubtful accounts are established based on<br />

the difference between the net present value of the nominal<br />

amount of the receivables and the estimated net collectible<br />

amount. The expected loss is recognized in the Income<br />

Statement in the caption “Marketing and sales”. When a<br />

trade receivable becomes uncollectible, it is written off<br />

against the allowance for doubtful accounts.<br />

Other current assets Other current assets consist of<br />

advance payments for deliveries of goods or services,<br />

prepayments and accrued income and other amounts<br />

receivable. They are recorded at net realizable value.<br />

Cash Cash consists of cash, balances held in postal and<br />

bank accounts and short-term deposits with a maturity<br />

of three months or less from the date of acquisition. Cash is<br />

the defined fund of the Consolidated Cash Flow Statement.<br />

Non-current assets held for sale Non-current assets<br />

are classified as held for sale if their carrying amount will be<br />

recovered principally through a sale transaction rather than<br />

through continuing use. Non-current assets held for sale are<br />

measured at the lower of their carrying amount and fair value<br />

less costs to sell.<br />

Equity/Treasury shares A purchase of treasury shares<br />

by a Group company, including all costs (net after taxes), is<br />

recorded against equity, until the shares are redeemed,<br />

issued again or sold. If treasury shares are issued or sold at a<br />

later date, the net consideration less directly attributable<br />

transaction costs and income taxes is recorded in equity.<br />

Transactions with minority interests are treated using the<br />

Economic Entity method like treasury share transactions.<br />

Therefore all payments for the purchase of minority interests<br />

or sales proceeds on the sale of minority interests are recorded<br />

over equity. Any differences compared with the minority<br />

interests carried in the Balance Sheet are eliminated through<br />

the reserves.<br />

Financial liabilities All financial liabilities are recorded<br />

under current or non-current financial liabilities. They are<br />

valued at amortized cost and any difference between the<br />

amount received (less transaction costs) and the settlement<br />

amount is recognized in the Income Statement over the<br />

period of the loan using the effective interest method.<br />

The non-current financial liabilities include all liabilities<br />

with a residual duration of more than one year. The current<br />

financial liabilities include all liabilities with a duration of less<br />

than one year, including the current portion of non-current<br />

liabilities. If at the reporting date there is a binding commitment<br />

to extend a maturing loan, it is classified according<br />

to the new duration.<br />

Provisions Provisions are calculated according to uniform,<br />

consistent operating criteria. They are intended to cover<br />

identifiable risks of loss and payment liabilities. Provisions are<br />

recorded if the Group has, as a result of a past event, a present<br />

obligation (legal or constructive) that will probably (more<br />

likely than not) result in an outflow of economic resources<br />

and if a reasonable estimate of that obligation can be made.<br />

Provisions are discounted to their net present value. Increases<br />

in provisions due to interest effects are recorded as interest<br />

expenses. Possible obligations that are dependent on<br />

future events or where no reasonable estimate of the obligation<br />

can be made, are not recorded, but disclosed as contingent<br />

liabilities.<br />

Financial Statements <strong>Siegfried</strong> Group 77


Employee benefits<br />

Pension plans The expense and the net present value of<br />

pension commitments of the material defined benefit plans<br />

and other long-term employee benefits are determined<br />

based on various economic and demographic assumptions<br />

using the Projected Unit Credit Method. This takes into<br />

account insurance years up to the valuation date. The major<br />

assumptions involved in the calculation are expectations<br />

about future salary increases, return on pension assets,<br />

turnover and life expectancy.<br />

The fair value of the shares corresponds to the fair value at<br />

the grant date. Costs for the employee share plan are<br />

recorded as personnel expenses in the period in which the<br />

employee performed his services. The costs for the shares<br />

are adjusted to fair value on the grant date and also booked<br />

as personnel expenses.<br />

Profit sharing/Bonus plans Bonus obligations and profit<br />

sharing are recognized on an accrual basis as a liability and<br />

expense, if there is a contractual commitment or past business<br />

practice constitutes a de facto commitment.<br />

The valuation of the pension commitments of the material<br />

defined benefit plans is performed on an annual basis by<br />

independent qualified actuaries. The last valuation of the<br />

pension commitments of the material defined benefit plans<br />

was performed as of Decemberr 31, <strong>2009</strong>. Pension assets<br />

are valued annually, at market value. The calculation is based<br />

on November 30, <strong>2009</strong> figures with an expansion to year<br />

end.<br />

Current service cost is recorded in the Income Statement in<br />

the period in which it is incurred. Past-service costs resulting<br />

from plan changes are recognized in income on a straightline<br />

basis over the average period until vesting. If deferred<br />

benefits vest immediately, they are recognized in income<br />

immediately.<br />

Differences in experience and changes in actuarial assumptions<br />

result in actuarial gains and losses. The Group has<br />

adopted the policy to recognize these actuarial gains and<br />

losses directly in equity in the Statement of comprehensive<br />

income. As the differences may be significant, this method<br />

may have a material impact on the Group’s equity.<br />

Surpluses in pension plans are recognized to the extent of<br />

their future economic benefit for the <strong>Siegfried</strong> Group.<br />

Taxes The tax expense for the period comprises current and<br />

deferred tax. Tax is recognized in the income statement,<br />

except to the extent that it relates to items recognized in<br />

other comprehensive income or equity. In this case tax is also<br />

recognized there. Provisions are made for all tax liabilities at<br />

the balance sheet date, irrespective of the date on which<br />

they are payable. Provisions are made for deferred taxes on<br />

all temporary differences between amounts determined for<br />

tax purposes and those reported for Group accounting purposes<br />

at the actual local tax rates likely to be applied (liability<br />

method), except for those temporary differences related to<br />

entities, where the timing of their reversal can be controlled<br />

and it is probable that the difference will not reverse in the<br />

foreseeable future. These differences are mainly due to the<br />

application of declining balance depreciation allowed for tax<br />

purposes and to the creation of reserves on inventories and<br />

receivables. Deferred tax assets arising from temporary timing<br />

differences and tax loss carry-forwards are recognized<br />

if it is probable that future taxable profits will be available<br />

against which the deferred tax asset can be utilized.<br />

Changes in deferred taxes are measured against net profit<br />

unless the tax relates to an item recognized under equity. No<br />

provisions are made for deferred income taxes on potential<br />

future dividends out of retained earnings, as these sums are<br />

deemed permanently reinvested.<br />

Other non-current employee benefits Other non-current<br />

employee benefits represent amounts to be provided by<br />

Group companies under deferred compensation arrangements<br />

mandated by certain jurisdictions or regulations. In<br />

the <strong>Siegfried</strong> Group these are mainly benefits related to long<br />

service awards. The commitments calculated by the expert<br />

are included in Other non-current liabilities. Benefit costs are<br />

recognized on an accrual basis in the Income Statement.<br />

Share-based payments In September 2005 the <strong>Siegfried</strong><br />

Group implemented an Employee Share Plan to allow<br />

employees and the Board of Directors to buy shares at a discounted<br />

rate (30% below market value). The share plan is<br />

considered as an equity-settled share-based payment plan.<br />

Net sales Net sales represent amounts received and receivable<br />

for goods and services supplied to customers after<br />

deducting discounts and volume rebates and excluding sales<br />

and value added taxes. Revenue from the sale of goods is<br />

recognized when the significant risks and rewards of ownership<br />

have passed to the buyer, usually upon shipment. Raw<br />

materials supplied by the customer or raw materials, on<br />

which the customer carries the risk, are not recognized as<br />

sales. Income from services is recognized on an accrual basis<br />

in accordance with the underlying service agreements.<br />

Cost of goods sold The production costs of the goods<br />

and services sold include the direct production costs and the<br />

78 Financial Statements <strong>Siegfried</strong> Group


production overheads related to the goods sold and the<br />

services rendered.<br />

Other operating income Royalties are recognized in<br />

Other operating income on an accrual basis in accordance<br />

with the terms of the underlying agreement. Payments<br />

linked to milestones are recognized as income on achievement<br />

of the agreed objectives, provided in management’s<br />

judgment the applicable risks and rewards have passed to<br />

the purchaser and there are no other obligations in respect<br />

of the milestones. The remainder of the Other operating<br />

income also includes gains on the sale of fixed assets and<br />

income from activities that are not part of the <strong>Siegfried</strong><br />

Group’s core business.<br />

Research and development Research and development<br />

costs include wages and salaries, cost of materials, depreciation<br />

of property, plant and equipment, amortization of capitalized<br />

development costs and overheads. Development<br />

costs for own products and Generic projects are capitalized<br />

as intangible assets. Costs are capitalized only if all relevant<br />

capitalization criteria are fulfilled. Research costs are not capitalized,<br />

but charged to the Income Statement in the period<br />

in which they are incurred.<br />

Borrowing costs Borrowing costs that are directly attributable<br />

to the acquisition, construction or production of a qualifying<br />

asset are capitalized as part of the cost of that asset.<br />

All other credit and financing costs are expensed in the period<br />

in which they are incurred.<br />

Dividends Dividends to shareholders are recorded as liabilities<br />

at the time the resolution to pay a dividend is passed.<br />

Public subsidies In connection with investment projects<br />

some foreign companies of the <strong>Siegfried</strong> Group receive public<br />

subsidies, which are capitalized at their fair value only if<br />

there is a high probability that the conditions will be met.<br />

Government grants related to assets are deducted in arriving<br />

at the carrying amount of the asset. The grant is recognized<br />

as income over the life of a depreciable asset by way of a<br />

reduced depreciation charge.<br />

Financial Statements <strong>Siegfried</strong> Group 79


Risk management<br />

<strong>Siegfried</strong>’s business involves risks which should be identified<br />

by the Risk Management. By identifying risks at an early<br />

stage it is possible to take early action. The Board of Directors<br />

has delegated the responsibility for the organization and<br />

maintenance of a risk management system to the management.<br />

A distinction is made between “operating risks” and<br />

“risks on strategic projects” as significant risk classes.<br />

The operating risks were determined separately for the<br />

Business Units, Actives, Generics and the Corporate Center.<br />

Responsibility for documenting, communicating and managing<br />

the current operating risks lies with the Operational<br />

Leaders of the Business Units and of the Corporate Center.<br />

The operating risks are evaluated and classified according<br />

to the probability that they will occur and the amount of<br />

damage. The ten most important risks per division are<br />

regularly reviewed.<br />

Major projects of a strategic nature are subject within the<br />

<strong>Siegfried</strong> Group to systematic project management. Part of<br />

the project management is the ongoing recognition, monitoring<br />

and proactive correction of risks. Risks associated with<br />

strategic projects are documented and evaluated in the<br />

dimensions External Risk (Market/Regulatory) and Internal<br />

Risk (Execution/Technology Risk). Responsibility for Strategic<br />

Projects and therefore also for the risk management always<br />

lies with a member of management.<br />

Operating risks that are expected or have occurred are communicated<br />

in monthly reports to the management. Risks of<br />

greater consequence are also communicated in monthly<br />

reports to the Board of Directors. The progress of strategic<br />

projects is communicated monthly to the management and<br />

at least quarterly also to the Board of Directors. This reporting<br />

also includes an up-to-date risk assessment.<br />

At its strategy meeting on July 7 and 8, <strong>2009</strong> the Board of<br />

Directors considered in depth the strategic projects and their<br />

inherent risks. When there were significant changes, it also<br />

called for information at other meetings about risks associated<br />

with strategic projects. Operating risks were discussed in<br />

the Board of Directors at its regular meetings. When approving<br />

the internal control system at its meeting on December<br />

4, <strong>2009</strong> the documentation and classification of the<br />

ten most important operating risks by division were also<br />

approved.<br />

80 Financial Statements <strong>Siegfried</strong> Group


Financial risk management<br />

Financial risk management within the Group is governed by<br />

policies and guidelines approved by management. These<br />

policies cover foreign exchange risk, interest rate risk, market<br />

risk, credit risk and liquidity risk. Group policies also cover<br />

the investment of excess funds and the raising of debts.<br />

Both the investment of excess funds and the raising of current<br />

and non-current debts are centralized. Risk management<br />

strives to minimize the potential negative effects on<br />

the Group‘s financial position.<br />

Market risk <strong>Siegfried</strong> is exposed to market risks which consist<br />

mainly of foreign exchange risk, interest rate risk and<br />

market value risk.<br />

Foreign exchange risk <strong>Siegfried</strong> operates across the world<br />

and is exposed to movements in foreign currencies affecting<br />

its reporting in Swiss francs. Foreign exchange risks arise on<br />

business transactions that are not conducted in the Group‘s<br />

functional currency. <strong>Siegfried</strong> continues to monitor its currency<br />

exposures and, when appropriate, uses forward contracts,<br />

swaps or currency options to hedge its risks. Specific<br />

net investments in Group companies are hedged through<br />

bank credits in the same foreign currencies.<br />

The <strong>Siegfried</strong> Group is exposed principally to currency risk in<br />

respect of the Euro and the USD. The following table illustrates<br />

the sensitivity of a possible change in the USD and<br />

Euro exchange rates on the after tax profit and on other<br />

equity components, assuming that all other variables remain<br />

constant.<br />

Impact on other<br />

Impact on<br />

components<br />

Increase/decrease post-tax profit of equity<br />

Currency in FX rate (in CHF 1000) (in CHF 1000)<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

EUR + 3% + 3% 135 –412 – –<br />

– 3% – 3% –135 412 – –<br />

USD + 8% + 8% 1 516 1 588 –2 258 –2 298<br />

– 8% – 8% –1 516 –1 612 2 258 2 298<br />

Interest rate risk Interest rate risks arise from movements<br />

in interest rates, which could have adverse effects on the<br />

Group’s net profit or financial position. Interest rate movements<br />

can result in changes in interest income and expense<br />

on interest bearing assets and liabilities. In addition they can<br />

also, as described under the market value risks below,<br />

impact specific assets, liabilities and financial instruments.<br />

Within the <strong>Siegfried</strong> Group interest rate management is centralized.<br />

The <strong>Siegfried</strong> Group does not own significant interest<br />

bearing assets and therefore the effects of movements in<br />

the market interest rate on interest income are not material.<br />

More important are the effects of interest rate movements<br />

on the interest expense. The interest bearing liabilities<br />

amounted on the reporting date 31.12.<strong>2009</strong> to CHF 71.3<br />

million (2008: CHF 86.1 million), the average interest rate on<br />

the CHF, Euro and USD borrowings was 4.0 %<br />

(2008: 5.3%).<br />

The following table illustrates the sensitivity of a possible<br />

movement in the interest rates in the CHF, Euro and USD<br />

environment on the after tax profit and on other equity<br />

components, assuming all other variables remain constant.<br />

Impact on other<br />

Increase/decrease Impact on components<br />

of interest rate post-tax profit of equity<br />

Currency (basis points) (in 1000 CHF) (in CHF 1000)<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

CHF + 50bp + 50bp 304 482 – –<br />

– 50bp – 50bp –304 –482 – –<br />

EUR + 50bp + 50bp 34 –81 – –<br />

– 50bp – 50bp –34 81 – –<br />

USD + 50bp + 100bp 57 71 344 1 027<br />

– 50bp – 100bp –57 –71 –344 –1 027<br />

Financial Statements <strong>Siegfried</strong> Group 81


Financial instruments, such as interest rate swaps, are used<br />

by the Group to hedge in part the risks from interest rate<br />

movements, by exchanging fixed and floating rate risks<br />

(see Note 11).<br />

Market value risk Changes in the market value of financial<br />

assets and derivative financial instruments can affect the<br />

financial position and net profit of the Group. Non-current<br />

financial investments, such as investments in subsidiaries,<br />

are held primarily for strategic reasons. Risks of loss in value<br />

are minimized by thorough analysis before purchase and<br />

by continuously monitoring the performance and risks of<br />

the investments. The financial assets consist essentially of<br />

the shares in Arena Pharmaceuticals Inc., San Diego, USA<br />

(see Note 6). They are listed on NASDAQ and are therefore<br />

subject to general market movements and company specific<br />

risks (in particular realization of the “Lead compound<br />

Lorcaserin”).<br />

Liquidity risk Group companies need to have sufficient<br />

access to cash to meet their obligations. The corporate<br />

finance department manages the raising of current and noncurrent<br />

debt. Cash flow forecasting is performed in the<br />

operating entities of the Group and aggregated and monitored<br />

by group finance. The management of excess liquidity<br />

is also centralized.<br />

At the reporting date the available liquidity was as follows:<br />

<strong>2009</strong> 2008<br />

Liquidity reserves and credit limits<br />

Cash 8 083 14 937<br />

Credit limit under the syndicated loan 120 000 200 000<br />

./. Credit line drawn –71 210 –86 127<br />

Total liquidity reserves and<br />

unused credit line 56 873 128 810<br />

With the 2006 prolonged syndicated loan adapted in spring<br />

<strong>2009</strong>, which is due for repayment in 2012, the funds for<br />

normal operating activities should be available in adequate<br />

amount. In the event of a major acquisition or of extraordinary<br />

investments in property, plant and equipment, additional<br />

financing would be considered. The following table contains<br />

an overview of the maturities of the financial liabilities.<br />

The interest bearing financial liabilities and information<br />

regarding covenants are explained in more detail in Note 14.<br />

In 1000 CHF <strong>2009</strong><br />

Between Between Between Between<br />

Less than 1 and 3 3 and 12 1 and 2 2 and 5 Over<br />

1 month months months years years 5 years Total<br />

Interest bearing financial liabilities 218 436 1 960 2 614 71 646 – 76 874<br />

Other non-current liabilities – – – 2 157 1 679 1 933 5 769<br />

Trade payables 19 679 2 323 1 579 – – – 23 581<br />

Other current liabilities 1 023 4 908 20 011 – – – 25 942<br />

Derivative financial instruments – 589 1 766 2 118 1 410 – 5 883<br />

In 1000 CHF 2008<br />

Between Between Between Between<br />

Less than 1 and 3 3 and 12 1 and 2 2 and 5 Over<br />

1 month months months years years 5 years Total<br />

Interest bearing financial liabilities – – 1 889 1 889 88 332 – 92 110<br />

Other non-current liabilities – – 11 – – 3 113 3 124<br />

Trade payables 19 338 1 341 978 – – – 21 657<br />

Other current liabilities 1 818 3 190 26 716 – – – 31 724<br />

Derivative financial instruments – – 1 163 1 163 1 837 – 4 163<br />

Forward contracts – inflow – 1 170 3 529 – – – 4 699<br />

Forward contracts – outflow – 1 056 3 168 – – – 4 224<br />

Credit risk/Counter-party risk Credit risk arises from the<br />

possibility that the counter-party to a transaction may be<br />

unable or unwilling to meet their obligations, causing a<br />

financial loss to <strong>Siegfried</strong>. Trade receivables are subject to<br />

active risk management focusing on the monitoring and<br />

controlling of risks.<br />

The <strong>Siegfried</strong> Group’s business model contains mainly project<br />

transactions. As partner in the development and production<br />

of medicaments <strong>Siegfried</strong> collaborates intensively with<br />

individual customers for a specific period. As a result concentrations<br />

of risks may be built up at a specific date. At<br />

31.12.<strong>2009</strong> receivables from one large customer amounted<br />

82 Financial Statements <strong>Siegfried</strong> Group


to 20.5% (2008: 17.7%) and 13.4% (2008: 11.3%) of<br />

the aggregate trade receivables. The customers concerned<br />

are major pharmaceutical companies with first class credit<br />

ratings.<br />

Credit risks on other financial assets are controlled by a<br />

policy of limiting the exposure only to partners with high<br />

credit ratings, by on-going review of credit ratings and<br />

by limiting individual aggregate balances. At 31.12.<strong>2009</strong><br />

CHF 5 million/62% in cash was invested with a single<br />

financial institution (2008: CHF 8.1 million/55%).<br />

Capital risk The capital of the <strong>Siegfried</strong> Group is managed<br />

with a view to ensuring the continuation of operations,<br />

to earning an adequate yield for the shareholders and to<br />

optimizing the capital structure in order to reduce the cost<br />

of capital.<br />

The capital structure can be influenced by changing the dividend<br />

distribution, by repayments of capital, capital increases,<br />

by sales of assets and repayment of liabilities.<br />

Similarly to other companies the <strong>Siegfried</strong> Group monitors<br />

the capital structure by reference to the net debt ratio. The<br />

net debt is expressed as a percentage of the aggregate capital.<br />

The net debt is calculated as the sum of the interest<br />

bearing liabilities, the trade payables, the on-account payments<br />

and the other current liabilities less cash. The aggregate<br />

capital is calculated as the sum of the net debt and the<br />

reported equity. Overall the net debt has increased slightly<br />

compared with the prior year.<br />

In 1 000 CHF <strong>2009</strong> 2008<br />

Net debt ratio<br />

Financial liabilities 71 336 86 127<br />

Trade payables 23 581 21 657<br />

On account payments 1 100 302<br />

Other current liabilities 7 756 6 221<br />

./. Cash –8 083 –14 937<br />

Net debt 95 690 99 370<br />

Equity 327 346 352 013<br />

Aggregate capital 423 036 451 383<br />

Net debt ratio (percent) 22.6% 22.0%<br />

Derivative financial instruments To manage currency<br />

and interest rate exposure <strong>Siegfried</strong> uses forward exchange<br />

contracts as well as interest rate and currency swaps or put<br />

options. All derivative financial instruments are measured at<br />

their fair value when the contract is concluded and subsequently.<br />

For qualifying cash flow hedges the portion of fair<br />

value changes that is determined to be an effective hedge is<br />

recognized in equity, the remaining ineffective portion in the<br />

financial result. Gains and losses on cash flow hedges that<br />

were initially recognized directly in equity are transferred to<br />

the Income Statement in the period when the hedge transaction<br />

is recognized in the Income Statement. Any changes<br />

in the fair value of other financial instruments are recognized<br />

in the Income Statement of the reporting period.<br />

Fair value estimation Effective 1 January <strong>2009</strong>, the<br />

<strong>Siegfried</strong> Group adopted the amendment to IFRS 7 for financial<br />

instruments that are measured at fair value. This requires<br />

disclosure of fair value measurements by level of the following<br />

fair value measurement hierarchy:<br />

The fair value of financial instruments traded in active markets<br />

is based on quoted market prices at the balance sheet<br />

date (level 1). The fair value of financial instruments that are<br />

not traded in an active market is determined by using valuation<br />

techniques. The use of observable market data is preferred<br />

compared to entity specific estimates. If all significant<br />

inputs are observable, the instrument is included in level 2. If<br />

one or more of the significant inputs is not based on observable<br />

market data, other valuation techniques, such as discounted<br />

cash flow analysis are used and the instrument is<br />

included in level 3.<br />

Financial Statements <strong>Siegfried</strong> Group 83


The following table presents the group’s assets and liabilities<br />

that are measured at fair value at 31 December <strong>2009</strong>:<br />

In 1000 CHF Level 1 Level 2 Level 3 Total<br />

Financial assets<br />

Derivative financial instruments for hedging –<br />

Available-for-sale financial assets<br />

– Securities held long-term 5 484 926 10 6 420<br />

Liabilities<br />

Financial liabilities – at fair value through profit and loss<br />

– interest rate swaps (CHF) 1 519 – 1 519<br />

Financial liabilities – «Hedge accounting»<br />

– interest rate swaps (USD) 2 335 – 2 335<br />

Significant accounting judgments and estimates<br />

Preparing the Consolidated Financial Statements requires a<br />

certain degree of discretionary decision making and estimates<br />

by management. The most important forward looking<br />

assumptions, from which a substantial risk may arise, that<br />

could lead to a material adjustment to assets and liabilities<br />

within a year are listed below.<br />

– Impairment test of non-financial non-current assets<br />

In compliance with the above accounting principles the<br />

recoverability of the net assets is tested if there is any indication<br />

for impairment. In the year 2008 the Goodwill was<br />

completely impaired. The recoverable amount of the cashgenerating<br />

unit is calculated using the Discounted Cash Flow<br />

method, based on approved mid-range plans. These calculations<br />

require management to make forward looking assumptions<br />

and estimates.<br />

For the Division Actives (cash-generating unit actives) the<br />

value in use calculation with a discount rate (before taxes)<br />

of 9.6% and a for the industry conservative growth of the<br />

residual value of 1.25% resulted in a surplus of CHF 10.9<br />

million. A growth rate of only 0.25% would have resulted in<br />

an impairment of CHF 15.9 million. The annual growth rate<br />

over the years <strong>2009</strong>–2014 is 5.7% in average. An increase<br />

of the WACC by 0.3% would have resulted in an impairment<br />

of CHF 3.6 million.<br />

For the Division Generics (Cash generating unit classical<br />

generics) the value in use calculation with a discount rate<br />

(before taxes) of 9.4% and a for the industry conservative<br />

growth of the residual value of 1.25% resulted in a surplus<br />

of CHF 34.3 million in <strong>2009</strong>. A growth rate of only 0.25%<br />

would have resulted in a surplus of CHF 24.8 million. The<br />

annual growth rate over the years <strong>2009</strong>–2014 is 5.1% in<br />

average. An increase of the WACC by 0.3% would have<br />

resulted in a surplus of CHF 30.0 million.<br />

The recoverability of the non-financial non-current assets of<br />

the CGU Inhalation technology in the amount of CHF 14.9<br />

million was tested based on plans. The management is convinced<br />

that these plans can be realized. Deviations from<br />

these plans could have an impact on the valuation of these<br />

non-current assets.<br />

– Capitalized development costs Development costs for<br />

both own developments and customer projects are capitalized<br />

if the corresponding criteria are met. At December 31,<br />

<strong>2009</strong>, intangible assets include CHF 28.7 million of capitalized<br />

development costs. Management reviews the capitalized<br />

development costs on a monthly basis for impairment.<br />

For this purpose discounted cash-flow calculations are prepared.<br />

These calculations are based on assumptions such as<br />

discount rates and forecasts of future earnings, costs and<br />

investments attributable to the individual projects. Due to<br />

changes in the economic and market conditions the assumptions<br />

used may differ from the actual results. These differences<br />

could have a significant impact on capitalized development<br />

costs in future periods.<br />

– Potential deferred tax assets At December 31, <strong>2009</strong>,<br />

<strong>Siegfried</strong> has available unrecognized tax losses and tax credits<br />

of CHF 268.1 million. Any substantial change in the<br />

financial position of the subsidiary companies, especially in<br />

the USA, would enable the use of these unrecognized tax<br />

assets and capitalization of the corresponding tax receivables.<br />

Management assesses the capitalization of tax losses<br />

and tax credits on an annual basis based on the taxable<br />

profits expected in the future (see also Note 7).<br />

– Environmental provisions Provisions relate to obligations<br />

to eliminate environmental pollution. Future decontamination<br />

costs depend on the regulatory status and management<br />

decisions on future construction projects. Depending<br />

on the nature and scope of the construction projects<br />

84 Financial Statements <strong>Siegfried</strong> Group


ealized, the obligation to eliminate detrimental effects on<br />

the environment is increased or reduced. The environmental<br />

provision amount (CHF 9.9 million) would as a consequence<br />

be higher or lower (see also Note 15).<br />

– Pensions and other post-employment benefits The<br />

calculations of the recognized assets and liabilities from such<br />

plans are based upon statistical and actuarial assumptions<br />

such as discount rates, future increases in salaries and future<br />

pension indexations. In addition the actuaries use statistically<br />

based data for their assumptions such as future withdrawals<br />

of participants from the plan and estimates on life expectancy.<br />

Due to changes in the market and economic conditions,<br />

the actuarial assumptions used may differ materially from<br />

actual results. These differences could significantly impact<br />

the assets or liabilities recognized in the Balance Sheet in<br />

future periods (see also Note 19).<br />

Financial Statements <strong>Siegfried</strong> Group 85


1. Scope of consolidation<br />

The consolidation includes the following companies:<br />

Group companies Share capital in local currencies %<br />

Operating:<br />

<strong>Siegfried</strong> Ltd, Zofingen (CH) 20 000 000 CHF 100.00<br />

<strong>Siegfried</strong> (USA), Inc., Pennsville, NJ (USA) 500 000 USD 100.00<br />

Penick Corporation, NJ (USA) – USD 100.00<br />

<strong>Siegfried</strong> Generics International AG, Zofingen (CH) 2 000 000 CHF 100.00<br />

<strong>Siegfried</strong> Generics (Malta) Ltd., Valletta (MT) 100 000 EUR 100.00<br />

<strong>Siegfried</strong> Pharma Development GmbH, Munich (D) 25 000 EUR 100.00<br />

<strong>Siegfried</strong> GmbH, Munich (D) 25 000 EUR 100.00<br />

<strong>Siegfried</strong> Pharma International AG, Zofingen (CH) former <strong>Siegfried</strong> Biologics AG 100 000 CHF 100.00<br />

Finance and administration:<br />

<strong>Siegfried</strong> Holding AG, Zofingen (CH) 5 600 000 CHF 100.00<br />

<strong>Siegfried</strong> Finance AG, Zofingen (CH) 14 000 000 CHF 100.00<br />

Sigamed AG, Zug (CH) 500 000 CHF 100.00<br />

<strong>Siegfried</strong> Deutschland Holding GmbH, Bad Säckingen (D) 1 790 000 EUR 100.00<br />

Penick Holding Company, NJ (USA) 2 USD 100.00<br />

<strong>Siegfried</strong> BV, Amsterdam (NL) in liquidation 80 000 EUR 100.00<br />

Associated company<br />

SCI Pharmtech Inc., Taoyuan (Taiwan) 361 617 420 TWD 16.11<br />

Joint venture<br />

Alpine Dragon Pharmaceuticals Ltd., Huangyang Gansu Province (China) 1 453 061 USD 49.00<br />

Changes in the scope of consolidation<br />

Compared with the prior year the scope of consolidation<br />

is unchanged. The share in SCI Pharmtech Inc. decreased<br />

from 16.67% to 16.11% as the company implemented a<br />

management participation program with respective dilutive<br />

effect.<br />

86 Financial Statements <strong>Siegfried</strong> Group


2. Property, plant and equipment<br />

Land and Machinery and Assets under<br />

In 1000 CHF buildings equipment construction Total<br />

Acquisition costs<br />

As of January 1, 2008 155 502 465 871 39 927 661 300<br />

Translation differences –2 759 –7 889 –1 259 –11 907<br />

Additions – 6 044 29 272 35 316<br />

Disposals –2 391 –5 360 –2 501 –10 252<br />

Reclassifications 6 963 34 976 –41 939 –<br />

As of December 31, 2008 157 315 493 642 23 500 674 457<br />

Translation differences –673 –1 388 –31 –2 092<br />

Additions 44 2 713 18 862 21 619<br />

Disposals – –5 767 –209 –5 976<br />

Reclassifications 13 357 12 156 –25 513 –<br />

As of December 31, <strong>2009</strong> 170 043 501 356 16 609 688 008<br />

Accumulated depreciation and impairments<br />

As of January 1, 2008 74 302 269 325 – 343 627<br />

Impairments 20 354 48 000 – 68 354<br />

Translation differences –1 145 –3 999 – –5 144<br />

Depreciation charge 3 890 28 592 – 32 482<br />

Disposals –2 165 –4 426 – –6 591<br />

Reclassifications –60 60 – –<br />

As of December 31, 2008 95 176 337 552 – 432 728<br />

Translation differences –378 –1 069 – –1 447<br />

Depreciation charge 3 144 22 285 – 25 429<br />

Disposals – –4 315 – –4 315<br />

Reclassifications –235 235 – –<br />

As of December 31, <strong>2009</strong> 97 707 354 688 – 452 395<br />

Net book value December 31, <strong>2009</strong> 72 336 146 668 16 609 235 613<br />

Net book value December 31, 2008 62 139 156 090 23 500 241 729<br />

Insurance value December 31, <strong>2009</strong> 889 055<br />

Insurance value December 31, 2008 852 133<br />

As of 31.12.<strong>2009</strong> commitments for the purchase of<br />

Property, plant and equipment amounted to CHF 1.7 million<br />

(2008: CHF 2.6 million).<br />

<strong>Siegfried</strong> Generics Malta Ltd. received in 2008 investment<br />

subsidies of CHF 6.0 million. Partially these government<br />

grants were attached to certain conditions such as minimum<br />

number of employees or minimum duration of operating<br />

activity. The subsidies were deducted directly from the acquisition<br />

cost of the assets and are recognized as income over<br />

the useful life of the depreciable asset by way of a reduced<br />

depreciation charge. As of 31.12.<strong>2009</strong> capital investment<br />

subsidies in the amount of CHF 6.0 million (2008: CHF 6.0<br />

million) were directly deducted from the acquisition cost and<br />

CHF 1.5 million (2008: CHF 1.0 million) from accumulated<br />

depreciation. The depreciation charge of the reporting period<br />

was reduced by CHF 0.5 million (2008: CHF 0.5 million).<br />

In <strong>2009</strong> no additional investment subsidies were received.<br />

Financial Statements <strong>Siegfried</strong> Group 87


3. Intangible assets<br />

Trademarks, Capitalized<br />

Licenses, Technology, Development<br />

In 1000 CHF Goodwill Patents Client base costs Software Total<br />

Acquisition cost<br />

As of January 1, 2008<br />

(before restatement) 22 150 15 081 7 442 7 512 6 545 58 730<br />

Restatement – – – 23 637 – 23 637<br />

As of January 1, 2008<br />

(after restatement) 22 150 15 081 7 442 31 149 6 545 82 367<br />

Translation differences –1 338 –739 –450 –631 –74 –3 232<br />

Additions – 829 – 20 309 1 783 22 921<br />

Disposals – –1 169 – – – –1 169<br />

As of December 31, 2008 20 812 14 002 6 992 50 827 8 254 100 887<br />

Translation differences –361 –199 –121 –459 –55 –1 195<br />

Additions – 748 – 14 298 1 555 16 601<br />

Disposals – – – – –22 –22<br />

As of December 31, <strong>2009</strong> 20 451 14 551 6 871 64 666 9 732 116 271<br />

Accumulated amortization and impairments<br />

As of January 1, 2008<br />

(before restatement) – 2 750 1 922 1 140 4 047 9 859<br />

Restatement – – – 5 843 – 5 843<br />

As of January 1, 2008<br />

(after restatement) – 2 750 1 922 6 983 4 047 15 702<br />

Impairments 20 812 2 086 992 6 635 671 31 196<br />

Translation differences – –161 –159 –152 –39 –511<br />

Depreciation charge – 589 717 2 329 1 095 4 730<br />

Disposals – –1 169 – –313 – –1 482<br />

As of December 31, 2008 20 812 4 095 3 472 15 482 5 774 49 635<br />

Impairments 1 – – – 16 209 – 16 209<br />

Translation differences –361 –92 –87 –366 –33 –939<br />

Depreciation charge – 481 612 4 647 1 400 7 140<br />

Disposals – – – – –22 –22<br />

As of December 31, <strong>2009</strong> 20 451 4 484 3 997 35 972 7 119 72 023<br />

Net book value December 31, <strong>2009</strong> – 10 067 2 874 28 694 2 613 44 248<br />

Net book value December 31, 2008 2 – 9 907 3 520 35 345 2 480 51 252<br />

1<br />

Based on changed market expectations and corresponding adjustments of the plan figures impairments on Development projects were<br />

recognized, this on a basis of value in use calculation with a pre-tax discount rate of 8.1%: In the Division <strong>Siegfried</strong> Actives CHF 9.1 million and in the Division<br />

<strong>Siegfried</strong> Generics CHF 7.1 million.<br />

2<br />

Net book value January 1, 2008, see restatement on page 73<br />

88 Financial Statements <strong>Siegfried</strong> Group


4. Investments in associated companies<br />

and joint ventures<br />

The share of the <strong>Siegfried</strong> Group in the assets, liabilities<br />

and results of associated companies is set out in the<br />

following table:<br />

In 1000 CHF <strong>2009</strong><br />

Country Assets Liabilities Net sales Profit/(Loss) Share in percent Carrying amount<br />

Associate<br />

SCI Pharmtech Inc. Taiwan 6 760 1 698 4 711 918 1 16.11% 5 238<br />

Joint ventures<br />

Alpine Dragon Pharmaceuticals Ltd. China 736 3 – –12 49.00% 733<br />

Total 906 5 971<br />

In 1000 CHF 2008<br />

Country Assets Liabilities Net sales Profit/(Loss) Share in percent Carrying amount<br />

Associate<br />

SCI Pharmtech Inc. Taiwan 6 191 926 5 410 1 293 1 16.67% 5 265<br />

Joint ventures<br />

Alpine Dragon Pharmaceuticals Ltd. China 784 25 – –41 49.00% 759<br />

Total 1 252 6 024<br />

1<br />

Based on expected results<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Change in Investments in associated<br />

companies and Joint Ventures<br />

As of January 1 6 024 5 477<br />

Share in results 906 1 252<br />

Other equity movements –941 –311<br />

Translation differences –18 –394<br />

As of December 31 5 971 6 024<br />

The investment in SCI Pharmtech is included as an associated<br />

company, because as a result of the seat in the Board of<br />

Directors the opportunity for significant influence exists.<br />

The shares in this company are listed on the stock exchange<br />

in Taiwan. Calculated on the stock market quotation the<br />

fair value of <strong>Siegfried</strong>’s interest in this company amounted<br />

at 31.12. <strong>2009</strong> to about CHF 15.4 million (31.12.2008:<br />

CHF 10.5 million). Because at the time of preparing this<br />

<strong>Annual</strong> <strong>Report</strong> the annual accounts were not yet available,<br />

estimates of the result, based on publicly available reports<br />

and estimates by independent financial analysts, were used.<br />

Alpine Dragon Pharmaceuticals Ltd. was incorporated during<br />

2007 as a joint venture with the Chinese company, Gansu<br />

Medical Alkaloids, Inc. The joint venture company is at present<br />

in the development stage and therefore no sales have<br />

yet been made and the impact on the financial statements<br />

is immaterial. There are no contingent liabilities or payment<br />

commitments in connection with this joint venture.<br />

The investments in associated companies and joint ventures<br />

include no goodwill at the reporting date.<br />

Financial Statements <strong>Siegfried</strong> Group 89


5. Financial instruments<br />

Financial assets and liabilities are classified in the following<br />

categories:<br />

Carrying amount Carrying amount Fair value Fair value<br />

In 1000 CHF <strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Financial assets<br />

Financial assets – at fair value through profit and loss<br />

– derivative financial instruments – 434 – 434<br />

Total Financial assets – at fair value through profit and loss – 434 – 434<br />

Loans and receivables<br />

– trade receivables 45 462 63 143 45 462 63 143<br />

– other receivables 19 634 23 376 19 634 23 376<br />

– cash 8 083 14 937 8 083 14 937<br />

Total Loans and receivables 73 179 101 456 73 179 101 456<br />

Available-for-sale financial assets<br />

– Investments and securities held long-term 6 420 7 735 6 420 7 735<br />

Total available-for-sale financial assets 6 420 7 735 6 420 7 735<br />

Financial liabilities<br />

At amortized cost<br />

– trade payables 23 581 21 657 23 581 21 657<br />

– other current liabilities 7 756 6 221 7 756 6 221<br />

– non current financial liabilities 71 336 86 127 71 336 86 127<br />

Total financial liabilities at amortized costs 102 673 114 005 102 673 114 005<br />

Financial liabilities – at fair value through profit and loss<br />

– interest rate swaps (CHF) 1 519 1 183 1 519 1 183<br />

Total financial liabilities at fair value through profit and loss 1 519 1 183 1 519 1 183<br />

Financial liabilities – “hedge accounting”<br />

– interest rate swaps (USD) 2 335 3 117 2 335 3 117<br />

Total financial liabilities – “hedge accounting” 2 335 3 117 2 335 3 117<br />

90 Financial Statements <strong>Siegfried</strong> Group


6. Financial and other non-current assets<br />

Financial assets are classified in the following categories:<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Shares Arena Pharmaceuticals Inc.,<br />

San Diego, USA 5 484 6 555<br />

Burill Life Sciences Capital Fund,<br />

San Francisco, USA 926 1 025<br />

Other non-current receivables 9 241 12 656<br />

Other non-current liabilities 10 155<br />

Total financial and other<br />

non-current assets 15 661 20 391<br />

Available-for-sale financial assets are measured at fair value.<br />

In connection with the sale transaction with Arena Pharmaceuticals<br />

GmbH in 2008 the <strong>Siegfried</strong> Group received<br />

1 488 482 shares in this company. The shares are subject to<br />

a non-disposal period of three years. The Arena shares are<br />

measured at fair value, based on the stock exchange quotations<br />

on the reporting date. The Arena shares are classified<br />

as financial assets “available-for-sale”. Changes in the fair<br />

value (after tax) were previously recognized in equity. As the<br />

share price of the Arena shares has been significantly and for<br />

prolonged period below its cost value, the shares were<br />

impaired as of December 31, <strong>2009</strong>. The cumulative loss was<br />

removed from equity and an impairment loss of CHF 6.9 million<br />

was recognized in the income statement.<br />

The amount capitalized in the Burrill Fund represents the<br />

market value of the capital portion according to valuation<br />

documents received from the fund. Further investments in<br />

the amount of USD 0.1 million (2008: USD 0.2 million) can<br />

be withdrawn from the fund. At December 31, <strong>2009</strong>, an<br />

impairment loss of CHF 0.5 million was recognized as the<br />

fair value of the investment in the Burrill Fund has been significantly<br />

below cost for a prolonged period. Other securities<br />

include various long-term investments, which are not traded<br />

in an active market. Management determines the fair value<br />

in these cases applying specific valuation methods, including<br />

comparable transactions at market conditions and Discounted<br />

Cash-Flow analyses.<br />

Other non-current receivables include CHF 9.2 million due<br />

from Arena Pharmaceuticals GmbH in connection with the<br />

sale transaction in 2008.<br />

Financial Statements <strong>Siegfried</strong> Group 91


7. Income taxes<br />

Income taxes in the Consolidated Financial Statements<br />

In 1000 CHF <strong>2009</strong> 2008 1<br />

Current income taxes –108 322<br />

Deferred income taxes –4 949 –13 621<br />

Total –5 057 –13 299<br />

1<br />

restated, see page 74<br />

Analysis of expected and actual (effective)<br />

income taxes<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Loss before taxes –40 320 –88 183<br />

Expected tax rate (percent) 21.5 38.8<br />

Expected tax income –8 684 –34 198<br />

Non-taxable income –6 –274<br />

Effect of expenses not tax deductible – 10 211<br />

Effect of unrecognized deferred tax assets 4 044 17 615<br />

Reversal of deferred tax liabilities –428 –6 391<br />

Effect of different effective tax rates – –3<br />

Previous years’ adjustments and other items 17 –259<br />

Actual tax income –5 057 –13 299<br />

As percentage of pre-tax loss 12.5 15.1<br />

The expected average tax rate is calculated by multiplying<br />

the taxable results of the individual group companies by the<br />

applicable tax rate. In the previous year the expected Group<br />

tax rate was comparatively high as companies with high<br />

local tax rates suffered losses. The lower expected tax rate in<br />

the reporting period is due to comparatively high losses in<br />

countries with low tax rates.<br />

The effective taxable income differs from the expected taxable<br />

income mainly as a result of unrecognized deferred tax<br />

assets deriving from local tax losses in the reporting period.<br />

The deferred tax liabilities comprise the following significant<br />

elements:<br />

The deferred tax liabilities <strong>2009</strong> will for the most part be<br />

realized after more than 12 months.<br />

Tax losses not recognized Tax losses carried forward, tax<br />

credits and deferred tax assets on temporary differences are<br />

recognized only to the extent that it is probable that future<br />

taxable profits will be available against which they can be<br />

utilized. Management reviews annually the financial position<br />

and the profit expectations of the group companies concerned.<br />

Based on the loss situation in earlier years tax assets<br />

deriving from accumulated tax losses have not been recognized.<br />

The following unrecognized tax losses are available to<br />

<strong>Siegfried</strong>:<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Expiry of unrecognized<br />

tax losses and tax credits<br />

Within one year 1 532 417<br />

Between one and five years 21 723 12 021<br />

More than five years 244 805 154 736<br />

Total unrecognized tax losses<br />

and tax credits 268 060 167 174<br />

Taxes on retained earnings of Group companies As of<br />

December 31, <strong>2009</strong> the total retained earnings of all Group<br />

companies were CHF 91.1 million (2008: CHF 110.9 million).<br />

In CHF 1000 <strong>2009</strong> 2008<br />

Movements in recognized<br />

deferred income taxes, net<br />

Deferred tax liabilities, net, as of January 1 573 25 428<br />

Credited to the consolidated income statement –4 949 –13 621<br />

Charged/credited to equity 4 863 –10 687<br />

Foreign currency translation and other –51 –547<br />

Deferred tax liabilities, net,<br />

as of December 31 436 573<br />

1<br />

restated, see page 73<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Deferred tax liabilities<br />

Property, plant and equipment 190 860<br />

Intangible assets –108 –479<br />

Financial assets 85 332<br />

Inventories 200 2 067<br />

Provisions 152 1 069<br />

Pension liabilities –82 –3 306<br />

Other –1 30<br />

Total deferred tax liabilities 436 573<br />

92 Financial Statements <strong>Siegfried</strong> Group


8. Inventories<br />

In 1 000 CHF <strong>2009</strong> 2008 1 1.1.2008 1<br />

Raw materials 21 166 29 885 30 566<br />

Work in progress 44 449 56 554 61 819<br />

Finished goods<br />

and trade merchandise 45 440 44 402 55 637<br />

Total inventories 111 055 130 841 148 022<br />

1<br />

restated, see page 73<br />

Work in progress includes capitalized development costs of<br />

service projects of the <strong>Siegfried</strong> Actives Division to be sold to<br />

third parties in the total amount of CHF 1.6 million (2008:<br />

CHF 3.9 million).<br />

The carrying amount of inventories includes valuation<br />

allowances of CHF 13.3 million (2008: CHF 14.3 million)<br />

for slow-moving and obsolete inventory items.<br />

In the Income Statement CHF 6.8 million (2008: CHF 8.2<br />

million) was written off as impairments to costs of goods<br />

sold.<br />

The allowances for doubtful accounts are calculated using<br />

the difference between the nominal amount of the receivables<br />

and the estimated net amount collectible. The net<br />

amount collectible is estimated on the basis of experience.<br />

Receivables more than 6 months overdue in the amount of<br />

CHF 0.3 million (2008: CHF 2.0 million) are included in the<br />

allowance. <strong>2009</strong> already impaired receivables in the amount<br />

of CHF 1.9 million (2008: CHF 0.1 million) are booked out.<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Change in the allowances<br />

for doubtful accounts<br />

Allowance at January 1 –2 327 –2 738<br />

Allowances utilized 1 906 89<br />

Cash received from receivables<br />

provided for in prior years 170 527<br />

Changes in allowances<br />

charged against income –20 –257<br />

Currency translation –18 52<br />

Allowance at December 31 –289 –2 327<br />

The trade receivables are denominated in the following<br />

currencies:<br />

9. Trade receivables<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Trade receivables 45 751 65 470<br />

Provision for impairment –289 –2 327<br />

Total trade receivables 45 462 63 143<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Currency<br />

CHF 10 197 29 226<br />

USD 26 890 25 877<br />

EUR 8 375 8 040<br />

Total trade receivables 45 462 63 143<br />

The ageing structure of the trade receivables is as follows:<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Ageing structure<br />

of the trade receivables<br />

Not yet due 40 111 53 892<br />

Overdue up to 1 month 4 483 5 699<br />

Overdue between 1 and 3 months 840 3 509<br />

Overdue between 3 and 6 months – 389<br />

Overdue between 6 and 12 months – 62<br />

Overdue more than 12 months 317 1 919<br />

Total trade receivables 45 751 65 470<br />

Allowances for doubtful accounts –289 –2 327<br />

Total trade receivables 45 462 63 144<br />

10. Other current assets<br />

In 1 000 CHF <strong>2009</strong> 2008<br />

Other receivables 6 981 6 842<br />

Prepaid expenses 3 412 3 878<br />

Total other current assets 10 393 10 720<br />

Other current assets include Value Added Tax receivables of<br />

CHF 2.6 million (2008: CHF 3.7 million) as well as a receivable<br />

from the sale of a license of CHF 4.0 million. Prepaid<br />

expenses include miscellaneous prepayments and accruals.<br />

Financial Statements <strong>Siegfried</strong> Group 93


11. Derivative financial instruments<br />

The principles of <strong>Siegfried</strong>’s financial risk management are<br />

described in the accounting principles. Within the framework of<br />

these principles, <strong>Siegfried</strong> uses derivative financial instruments<br />

to hedge foreign exchange and interest rate risks. The contract<br />

value discloses the outstanding transaction volume.<br />

Derivative financial instruments<br />

Contract value Positive fair value Negative fair value<br />

In 1000 CHF <strong>2009</strong> 2008 <strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Foreign currency swaps – 4 699 – 434 – –<br />

Interest rate swaps<br />

at fair value through profit and loss 40 000 40 000 – – 1 519 1 183<br />

Interest rate swaps “CF hedges” 33 210 33 795 – – 2 335 3 117<br />

Total 73 210 78 494 – 434 3 854 4 300<br />

Foreign exchange contracts: At the balance sheet date there<br />

were no open foreign exchange forward contracts. In the<br />

previous year expected cash inflows of USD 4.7 million were<br />

hedged with the aid of foreign exchange forward contracts.<br />

Fair value changes in foreign exchange contracts are recognized<br />

in the financial result.<br />

A loan of USD 32 million raised in the Group in 2005 is to<br />

be regarded as a hedge of the net investment in the US<br />

subsidiary, Penick Holding Company (hedge of a net investment).<br />

The exchange gain resulting from translating the<br />

liability into CHF at the reporting date of CHF 0.6 million<br />

(2008: CHF 2.2 million) has been recognized directly in<br />

equity.<br />

Interest rate swaps: Interest rate swaps were used to fix variable<br />

interest loans in CHF and USD in the amount of CHF<br />

73.2 million (2008: CHF 73.8 million). The fixed interest rates<br />

at 31.12.<strong>2009</strong> vary between 2.6% and 4.5% (2008: 2.6%<br />

and 4.5%), the most important variable interest rates are<br />

CHF LIBOR 3 months 0.3% (2008: 0.7%), USD LIBOR 0.3%<br />

(2008: 1.4%) and EURIBOR 3 months 0.7% (2008: 2.9%).<br />

The fair value changes of the interest rate swaps of CHF 40<br />

million are recognized in the financial result. The interest rate<br />

swap of USD 32 million qualifies as a hedge and therefore<br />

the portion effective for hedging is recognized in equity.<br />

12. Cash<br />

Cash balances of CHF 8.1 million (2008: CHF 14.9 million)<br />

are primarily current accounts with banks.<br />

94 Financial Statements <strong>Siegfried</strong> Group


13. Treasury shares<br />

Treasury shares are deducted at transaction value directly<br />

from Equity. At 31.12. <strong>2009</strong> the nominal amount of the<br />

treasury shares was CHF 65 476 (2008: CHF 59 156).<br />

2008 Change <strong>2009</strong><br />

Treasury shares<br />

Shares reserved for<br />

Employee Share Plan 8 762 3 160 11 922<br />

Treasury shares not reserved 20 816 – 20 816<br />

Total treasury shares 29 578 3 160 32 738<br />

Total shares in issue 2 770 422 –3 160 2 767 262<br />

Total <strong>Siegfried</strong> shares 2 800 000 – 2 800 000<br />

and the financing of expected growth. As of 31.12.<strong>2009</strong><br />

CHF 71.2 million (2008: CHF 86.1 million) of this credit line<br />

has been drawn; the covenants were met. In connection<br />

with the decision not to capitalize development costs related<br />

to the inhalation technology, an amendment of the<br />

covenants was discussed with the banks in the reporting<br />

period. The covenants were adapted to the new situation.<br />

In addition the credit line of CHF 200 million was reduced<br />

to CHF 120 million. At year-end, the company was again<br />

negotiating with the banks to adjust the covenants, but the<br />

credit line is unchanged. The company is confident that<br />

these discussions will be concluded in the first quarter 2010.<br />

The syndicated bank loan will be due for repayment in 2012.<br />

<strong>Siegfried</strong> has the right to draw up to CHF 30.0 million in<br />

additional debt capital outside this facility.<br />

14. Financial liabilities<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Loans from banks 71 210 86 127<br />

Other non-current liabilities 126 –<br />

Total non-current interest bearing liabilities 71 336 86 127<br />

Maturity and average interest rates of bank loans:<br />

<strong>2009</strong> 2008<br />

In the year 2012 71 210 86 127<br />

Ø Interest rate in % 4.0% 5.4%<br />

Total 71 210 86 127<br />

15. Provisions<br />

Environmental Other<br />

In 1000 CHF provisions provisions Total<br />

Statement of changes<br />

As of December 31, 2008 10 522 4 809 15 331<br />

Costs incurred –178 – –178<br />

Additions, interest 601 1 717 2 318<br />

Releases (unused provisions) –1 000 –1 255 –2 255<br />

As of December 31, <strong>2009</strong> 9 945 5 271 15 216<br />

Of which current 3 595 5 271 8 866<br />

of which non-current 6 350 – 6 350<br />

Variable interest rate bank loans of CHF 40.0 million and<br />

USD 32.0 million (2008: CHF 40.0 million and USD 32 million)<br />

were fixed with interest rate swaps. The remaining<br />

financial liabilities are subject to interest rate risks.<br />

The financial liabilities are denominated in the following<br />

currencies:<br />

In 1000 CHF Total CHF EUR USD<br />

As of<br />

December 31, <strong>2009</strong><br />

Bank loans 71 210 38 000 – 33 210<br />

Other non-current<br />

liabilities 126 –<br />

Total 71 336 38 000 – 33 210<br />

As of<br />

December 31, 2008<br />

Bank loans 86 127 30 000 22 332 33 795<br />

Total 86 127 30 000 22 332 33 795<br />

In August 2006 a credit line of a syndicated bank loan of<br />

CHF 200 million was opened. This credit line was arranged<br />

with a group of banks to secure planned capital expenditure<br />

Environmental provisions The <strong>Siegfried</strong> Group produces<br />

chemicals at various locations. As part of the manufacturing<br />

process, undesirable incidents may arise that result in an<br />

obligation to remedy pollutant effects on the environment.<br />

Such obligations are recognized in the period when they<br />

become apparent. A provision is recorded if it is expected<br />

that the obligation results in an outflow of economic<br />

resources in the medium term and if a reasonable estimate<br />

of that obligation can be made. By their nature the amounts<br />

and timing of any outflows are difficult to predict. In connection<br />

with planned construction projects, environmental<br />

investigations were performed. Possible remediation obligations<br />

of CHF 9.9 million have been provided for. The start of<br />

the planned construction projects is anticipated within the<br />

next 15 years; in connection with the construction of a laboratory<br />

building CHF 0.2 million of the provision was used;<br />

the unused portion of the provision foreseen for this purpose<br />

of CHF 1.0 million has been released to income. The<br />

environmental provision was discounted to the present value<br />

of the expected expenditures. Management reviews the provisions<br />

annually based on regulatory changes or changes in<br />

planned investments.<br />

Financial Statements <strong>Siegfried</strong> Group 95


Other provisions relate to transfer costs and other costs<br />

totaling CHF 5.3 million (2008: CHF 3.9 million) in direct<br />

connection with the sale transaction with Arena Pharmaceuticals<br />

GmbH in 2008 and provisions for other operating risks.<br />

16. Other non-current liabilities<br />

In 1000 CHF <strong>2009</strong> 2008 1 1.1.2008 1<br />

Employee benefits 1 712 3 113 2 932<br />

Other non-current liabilities 3 933 3 417 3 978<br />

Total other 5 645 6 530 6 910<br />

1<br />

restated see page 73<br />

The liabilities for employee benefits relate to long service<br />

awards foreseen in regulations. In the reporting period the<br />

regulations were adapted, which resulted in a decrease of<br />

the liabilities.<br />

17. Trade payables<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Trade payables 23 581 21 657<br />

Total 23 581 21 657<br />

Trade payables are denominated in the following currencies:<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Currency<br />

CHF 8 595 12 479<br />

USD 9 703 4 139<br />

EUR 5 273 4 980<br />

Other 10 59<br />

Total trade payables 23 581 21 657<br />

18. Other current liabilities<br />

In 1000 CHF <strong>2009</strong> 2008 1.1.2008 1<br />

Other liabilities 7 756 6 221 9 922<br />

On account payments 1 100 302 429<br />

Accrued expenses 17 086 26 525 27 719<br />

Total other current liabilities 25 942 33 048 38 070<br />

1<br />

restated see page 73<br />

Under other current liabilities are recorded reimbursements<br />

to customers, Value Added Tax liabilities and other liabilities.<br />

The accrued expenses include goods received, but not yet<br />

invoiced, sales commissions, accruals for personnel costs and<br />

social security charges as well as a number of expense and<br />

income accruals.<br />

96 Financial Statements <strong>Siegfried</strong> Group


19. Employee benefits and personnel<br />

expenses<br />

[In 1000 CHF] <strong>2009</strong> 2008<br />

Wages and salaries 82 003 81 963<br />

Pension expense defined contribution plans 575 760<br />

Pension expense/-income defined benefit plans 4 045 –4 230<br />

Income/-expense other long-term<br />

employee benefits –1 115 440<br />

[Sozial- und übriger Personalaufwand] 15 800 19 423<br />

Total personal expenses 101 308 98 356<br />

In the year under review the average personnel strength<br />

(in full time positions) was 823 (2008: 826).<br />

IFIRC 14 (The Limit on a Defined Benefit Asset, Minimum<br />

Funding Requirements and their Interaction) applies to all<br />

post-employment defined benefits and other long-term<br />

employee defined benefits. It addresses the question when<br />

refunds or reductions in future contributions should be<br />

regarded as available as an economic benefit to the company<br />

and when a minimum funding requirement might give<br />

rise to a supplemental liability. As already at December 31,<br />

2008 the interpretation had no impact on the equity of the<br />

Group at December 31, <strong>2009</strong>.<br />

The following amounts have been recorded in the profit and<br />

loss account as personnel expense:<br />

Staff pension schemes and other long-term employee<br />

benefits The Group operates various employee benefit<br />

plans in and outside of Switzerland for employees that satisfy<br />

the participation criterions. Among these plans are<br />

defined benefit plans and defined contribution plans that<br />

cover the majority of employees for death, disability and<br />

retirement. There are also plans for jubilee benefits or other<br />

year of service depending plans which qualify as plans for<br />

other long-term employee benefits.<br />

Benefits are usually dependent on one or more factors such<br />

as the number of years the employee was covered in the<br />

plan, age, pension able salary and on the accumulated old<br />

age capital. The assets of the funded pension plans are held<br />

within separate foundations or insurances and may not<br />

revert to the employer.<br />

In Switzerland, the benefits are provided through the<br />

autonomous pension fund “Pensionskasse <strong>Siegfried</strong>” and<br />

four pension plans affiliated to a collective foundation. As of<br />

January 1, <strong>2009</strong>, three of these four schemes have been<br />

merged with the “Pensionskasse <strong>Siegfried</strong>”. The “Pensionskasse<br />

<strong>Siegfried</strong>” and the plan provided through the collective<br />

foundation qualify under IAS 19 as defined benefit<br />

plans.<br />

During fiscal year <strong>2009</strong> a restructuring occurred in Switzerland.<br />

For certain employees the restructuring program provided<br />

enhanced early retirement benefits. Moreover, certain<br />

retirement and jubilee benefits have been reduced. The pension<br />

plan in the US was closed for new entries and frozen for<br />

the current employees. In total a curtailment gain of CHF 2.3<br />

million and an expense of CHF 1.4 million for termination<br />

benefits resulted for the pension plans. For the other longterm<br />

employee benefits the reduction in the benefits resulted<br />

in a prior service income of CHF 1.6 million.<br />

Employee benefits expense<br />

Pension plans<br />

Other long-term<br />

employee benefits<br />

In CHF million <strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Current service cost 6.1 6.6 0.3 0.3<br />

Interest on obligation 8.4 8.7 0.1 0.1<br />

Expected return on plan assets –9.6 –10.7 – –<br />

Curtailments –2.3 –11.1 – –<br />

Termination benefits 1.4 – – –<br />

Amortization of unvested<br />

past service cost – 2.3 –1.6 –<br />

Recognized actuarial losses – – 0.1 –<br />

Total employee benefits expense 4.0 –4.2 –1.1 0.4<br />

Actual return on plan assets 24.8 –33.2<br />

The following amounts are recognized in the statement of<br />

comprehensive income for the pension plans.<br />

Statement of comprehensive income<br />

Pension plans<br />

In CHF million <strong>2009</strong> 2008<br />

Opening recognized (gains)/losses as of 1.1. 31.9 –9.8<br />

Actuarial (gains)/losses during the year 0.5 –2.1<br />

Asset (gains)/losses –15.2 43.9<br />

Exchange differences on foreign plans – –0.1<br />

Closing recognized (gains)/losses as of 31.12. 17.2 31.9<br />

Financial Statements <strong>Siegfried</strong> Group 97


Changes in the present value of the defined benefit<br />

obligation<br />

Pension plans<br />

Other long-term<br />

employee benefits<br />

In CHF million <strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Opening defined benefit<br />

obligation as of 1.1. 248.2 256.7 3.1 2.9<br />

Current service cost 6.1 6.6 0.3 0.3<br />

Plan participants’ contributions 3.4 3.3 – –<br />

Interest on obligation 8.4 8.7 0.1 0.1<br />

Benefit payments and net<br />

transferals through pension assets –16.2 –15.0 – –<br />

Benefit payments by employer –0.3 –0.3 –0.3 –0.2<br />

Past service cost –0.2 2.0 –1.6 –<br />

Curtailments –2.3 –11.2 – –<br />

Termination benefits 1.4 – – –<br />

Actuarial (gains) or losses 0.5 –2.0 0.1 –<br />

Exchange differences<br />

on foreign plans –0.1 –0.6 – –<br />

Closing defined benefit<br />

obligation as of 31.12. 248.9 248.2 1.7 3.1<br />

Changes in the fair value of plan assets<br />

[Vorsorgepläne]<br />

In CHF million <strong>2009</strong> 2008<br />

Opening fair value of plan assets as of 1.1. 226.7 266.3<br />

Plan participants’ contributions 3.4 3.3<br />

Contributions by employer 5.6 5.6<br />

Benefit payments and net transferals<br />

through pension assets –16.2 –15.0<br />

Expected return on plan assets 9.6 10.7<br />

[Gewinn/(Verlust) aus Vermögensertrag] 15.2 –43.9<br />

Exchange differences on foreign plans –0.2 –0.3<br />

Closing fair value of assets as of 31.12. 244.1 226.7<br />

The pension assets on 31.12.<strong>2009</strong> include shares of the<br />

Group with a market value of CHF 1.2 million (previous year:<br />

CHF 1.2 million). The assets do not include any property or<br />

assets used by the Group.<br />

Expected employer contributions and expected benefit payments<br />

by the employer for <strong>2009</strong> amount to CHF 5.7 million<br />

for defined benefit plans and CHF 0.3 million for other longterm<br />

benefits.<br />

The net position of pension obligations in the balance sheet<br />

can be summarized as follows:<br />

Amount recognized in the Balance Sheet<br />

Other long-term<br />

In CHF million Pension plans employee benefits<br />

Valuation date 31.12. <strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Present value of funded obligation 246.4 245.7 – –<br />

Fair value of plan assets –244.1 –226.7 – –<br />

Under-/(Over-)funding 2.3 19.0 – –<br />

Present value of non-funded<br />

obligation 2.5 2.5 1.7 3.1<br />

Present value of<br />

unfunded obligations –1.4 –1.6 – –<br />

Recognized pension liabilities/-assets 3.4 19.9 1.7 3.1<br />

Net liability<br />

Amounts in the balance sheet 3.6 19.9 1.7 3.1<br />

Liabilities –0.2 – – –<br />

Recognized pension liabilities/-assets 3.4 19.9 1.7 3.1<br />

of which current 0.9 0.9<br />

of which non-current 2.5 18.9<br />

The following principal assumptions form the basis for the<br />

actuarial calculation:<br />

Other long-term<br />

In % Pension plans employee benefits<br />

Valuation date 31.12. <strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Calculation of defined<br />

benefit obligations<br />

Discount rate 3.3 3.5 3.3 3.4<br />

Future salary increases 2.5 2.5 2.5 2.5<br />

Future pension indexations 0.5 0.6<br />

Average life expectancy<br />

man at age 65 18 years 18 years<br />

Calculation of expense <strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Discount rate 3.5 3.5 3.4 3.5<br />

Expected return on plan assets 1 4.3 4.2<br />

1<br />

The expected return on plan assets is based on actual interest rates of<br />

bands and historical risk premiums for other classes of assets.<br />

The pension assets are composed of the following significant<br />

asset classes:<br />

Asset classes pension plans<br />

In %<br />

Asset classes pension plans<br />

Valuation date 31.12. <strong>2009</strong> 2008<br />

Equities 22 21<br />

Bonds 33 35<br />

Real estate 19 20<br />

Qualified insurance policies 2 7<br />

Others including cash 24 17<br />

98 Financial Statements <strong>Siegfried</strong> Group


The following table shows how the actual development of<br />

obligations and assets for the benefit plans deviates from<br />

their expected development.<br />

In million CHF<br />

Valuation date 31.12. <strong>2009</strong> 2008 2007 2006<br />

Defined benefit obligation 248.9 248.2 256.7 277.2<br />

Fair value of assets –244.1 –226.7 –266.3 –277.8<br />

[Unter-/(Über-)deckung] 4.8 21.5 –9.6 –0.6<br />

Experience adjustments<br />

on plan liabilities 3.1 1.9 –4.8 6.4<br />

Experience adjustments<br />

on plan assets 15.2 –43.9 –2.9 7.5<br />

Defined Contribution Plans The Group sponsors defined<br />

contribution plans in the USA. The pension expense for<br />

these plans is CHF 0.5 million and CHF 0.7 million in <strong>2009</strong><br />

and 2008.<br />

20. Other operating income<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Gain on asset sale 59 13 537<br />

Royalty income 1 730 1 708<br />

Income from firefighting courses 1 416 1 587<br />

Sundry other income 1 220 1 705<br />

Total other operating income 4 425 18 537<br />

Financial Statements <strong>Siegfried</strong> Group 99


21. Financial result<br />

Total<br />

Total<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Interest income from banks 90 655<br />

Interest income from<br />

non-current receivables 684 468<br />

Income from investment 83 2<br />

Financial income 857 1 125<br />

Interest expense on<br />

financial liabilities –4 949 –3 883<br />

Interest expense on<br />

non-current provisions –412 –154<br />

Impairment on «AFS»-Financial assets –7 420 –<br />

Change in value of derivative –336 –1 752<br />

Bank charges and arranger fees –402 –279<br />

Financial expenses –13 519 –6 068<br />

Exchange rate differences –823 243<br />

The arranger fees for the renewal of the syndicated bank<br />

loan are charged to expenses over the duration of the<br />

facility.<br />

22. Loss/Earnings per share<br />

Earnings per share are calculated by dividing the net<br />

profit/loss attributable to the shareholders of <strong>Siegfried</strong> Holding<br />

AG of CHF –35.3 million (2008: CHF –74.8 million) by<br />

the weighted average number of shares outstanding, total<br />

2 758 104 shares (2008: 2 771 432). Treasury shares are<br />

deducted in calculating the weighted average number of<br />

shares outstanding. There are no equity instruments outstanding<br />

to dilute the amounts disclosed.<br />

23. Dividend per share<br />

On April 8, <strong>2009</strong>, the shareholders approved in respect of<br />

the financial year 2008 the distribution of a gross dividend<br />

of CHF 2.10 per nominal share (previous year: CHF 4.20).<br />

For <strong>2009</strong> it will be proposed to the <strong>Annual</strong> General Meeting<br />

on April 14, 2010, to renounce a dividend payment.<br />

24. Commitments and contingencies<br />

The operations of the Group companies continue to be<br />

exposed to risks from political, legal, fiscal and regulatory<br />

developments, including those related to environmental protection.<br />

The nature and frequency of these developments<br />

and events, which are not covered by insurance, are not predictable.<br />

Possible obligations that are dependent on future<br />

events are disclosed as contingent liabilities. As of December<br />

31, <strong>2009</strong>, contingent liabilities amount to CHF 1.0 million<br />

(2008: CHF 1.5 million).<br />

On April 30, 2007, the <strong>Siegfried</strong> Group sold the Business<br />

Unit Sidroga to Santo Holding AG, resident in Zollikon<br />

(Switzerland). Following the closing differences arose<br />

between the parties. On November 30, 2007, Santo Holding<br />

AG initiated an arbitration procedure and made several<br />

claims (damages, partial nullity and rescission action). The<br />

<strong>Siegfried</strong> Group considers the claims brought by the purchaser<br />

to be unjustified. Because the procedure is still in<br />

process, no further information will be given.<br />

Contingent liabilities for additional purchase price payments<br />

and royalty payments in connection with the acquisition of<br />

the Penick companies in May 2005 are as follows:<br />

If annual sales of the acquired products exceed USD 30 million<br />

prior to 2013, an additional payment of USD 14 million<br />

is due to the seller. Royalty payments of 5% are due on<br />

annual sales exceeding USD 45 million until 2014. It is not<br />

expected that these sales limits will be exceeded.<br />

25. Maturity of rental and lease payments<br />

Operating<br />

leases<br />

Operating<br />

leases<br />

In 1000 CHF <strong>2009</strong> 2008<br />

Due under 1 year 1 296 593<br />

Due between 1 and 2 years 1 109 456<br />

Due between 2 and 3 years 975 257<br />

Due between 3 and 4 years 660 414<br />

Due between 4 and 5 years 512 402<br />

Due after 5 years 43 2 917<br />

Total payments 4 595 5 039<br />

Of the leasing payments CHF 1.7 million (2008: CHF 4.3 million)<br />

relate to the production facility in Malta.<br />

26. Transactions with related parties<br />

As the parent company, <strong>Siegfried</strong> Holding AG directly or<br />

indirectly owns all investments in the <strong>Siegfried</strong> Group. The<br />

Camellia Group is the largest shareholder, with interests of<br />

33.35% in <strong>Siegfried</strong> Holding AG. During the year under<br />

review there were no transactions between the two groups.<br />

The companies belonging to the <strong>Siegfried</strong> Group are listed<br />

under “Scope of consolidation“ (Note 1). During the reporting<br />

period products to the value of CHF 1.1 million (2008:<br />

100 Financial Statements <strong>Siegfried</strong> Group


CHF 1.2 million) were purchased from the associated company,<br />

SCI Pharmtech Inc., Taiwan. All transactions between<br />

fully consolidated companies have been eliminated as part<br />

of the consolidation and are not described in this note.<br />

Compensation of the members of the Board of Directors<br />

and management: For the reporting year the members<br />

of the Board of Directors were paid a total of CHF 0.7<br />

million (2008: CHF 0.7 million).<br />

were purchased from the plan. The total funds accumulated<br />

as of December 31, <strong>2009</strong> entitle plan participants to receive<br />

3 938 shares (2008: 3 407 shares).<br />

28. Subsequent events<br />

No events requiring disclosure occurred between the balance<br />

sheet date and the date of the audit report.<br />

In <strong>2009</strong> the remuneration of the members of management<br />

was CHF 3.3 million (2008: CHF 4.4 million). The total remuneration<br />

includes pension fund contributions of CHF 0.4 million<br />

(2008: CHF 0.4 million).<br />

At the end of the year there were no amounts receivable<br />

from the members of the management team (2008:<br />

CHF 16 000), otherwise there were no outstanding receivables<br />

or liabilities from transactions with related parties.<br />

The expense related to the Employee Share Plan was for the<br />

Board of Directors CHF 39 600 (2008: CHF 73 900) and for<br />

management CHF 55 600 (2008: CHF 40 300).<br />

In 2008, the total remuneration of CHF 4.4 million included<br />

wage continuation of CHF 499 015 and termination pay of<br />

CHF 500 000 to the former CEO. The mandatory disclosures<br />

of remuneration paid to executive bodies under Swiss law<br />

(CO 663b bis ) are an integral part of the financial statements<br />

of <strong>Siegfried</strong> Holding AG.<br />

27. Employee Share Plan<br />

The total costs for the Employee Share Plan in the year under<br />

review amounted to CHF 0.4 million (2008: CHF 0.3 million).<br />

In the reporting period 14 193 shares (2008: 7 265 shares)<br />

29. Segment information<br />

The <strong>Siegfried</strong> Group applied early the new standard IFRS 8,<br />

Operating segments, which became compulsory from<br />

1.1.<strong>2009</strong>, in 2007. The operating segments, which form the<br />

basis for the segment information, conform with the internal<br />

reporting and are based on two divisions:<br />

The Division <strong>Siegfried</strong> Actives comprises the contract specific<br />

patented pharmaceutical ingredients for researching<br />

pharmaceutical companies (exclusive synthesis) and own out<br />

of patent active ingredients for various customers (multiclient<br />

products).<br />

The Division <strong>Siegfried</strong> Generics includes finished pharmaceutical<br />

products and the corresponding registration dossiers<br />

for generics and development costs in connection with the<br />

development of inhalation technology.<br />

Management monitors the performance by using the operating<br />

results of the divisions and this information also forms<br />

the basis for taking decisions about the allocation of<br />

resources.<br />

Transactions between the divisions are on the basis of<br />

comparable prices with third parties.<br />

Financial Statements <strong>Siegfried</strong> Group 101


Financial year <strong>2009</strong><br />

Corporate and<br />

<strong>Siegfried</strong> Actives <strong>Siegfried</strong> Generics Eliminations Group<br />

Net sales 220.9 62.1 – 283.0<br />

Operating result before special charges and impairment –1.5 –2.1 1 –3.7 –7.3<br />

Operating result after special charges and impairment –10.9 –8.9 1 –7.9 –27.7<br />

Financial result, net –12.6<br />

Profit before taxes –40.3<br />

Segment assets 365.4 85.8 4.2 455.4<br />

Unallocated assets – – 21.7 21.7<br />

Total assets 365.4 85.8 25.9 477.1<br />

Segment liabilities 51.5 20.4 1.9 73.8<br />

Unallocated liabilities – – 75.9 75.9<br />

Total liabilities 51.5 20.4 77.8 149.7<br />

Segment investments 29.7 8.5 – 38.2<br />

Segment depreciation 27.4 5.1 0.1 32.6<br />

Segment impairment 9.4 6.8 – 16.2<br />

1<br />

In the reporting period the opeating result includes CHF 13.4 million development costs related to the build-up of inhalation technology<br />

Financial year 2008<br />

Corporate and<br />

<strong>Siegfried</strong> Actives <strong>Siegfried</strong> Generics Eliminations Group<br />

Net sales 191.6 97.7 – 289.3 2<br />

Operating result before impairment –5.5 26.7 1 –6.4 14.8<br />

Operating result after impairment –85.4 7.1 1 –6.4 –84.7<br />

Financial result, net –3.5<br />

Profit before taxes –88.2<br />

Segment assets 415.2 93.4 4.0 512.6 2<br />

Unallocated assets – – 26.9 26.9<br />

Total assets 415.2 93.4 30.9 539.5<br />

Segment liabilities 69.7 22.6 4.2 96.5 2<br />

Unallocated liabilities – – 91.0 91.0<br />

Total liabilities 69.7 22.6 95.2 187.5<br />

Segment investments 37.4 13.9 – 51.3<br />

Segment depreciation 31.2 6.0 – 37.2 2<br />

Segment impairment 79.9 19.6 – 99.5 2<br />

1<br />

The opeating result includes CHF 11.8 million development costs related to the build-up of inhalation technology<br />

2<br />

restated see page 74<br />

102 Financial Statements <strong>Siegfried</strong> Group


In addition to sales of products net sales include development<br />

services invoiced and compensation for services<br />

provided under cooperation agreements with customers<br />

and royalties.<br />

Net sales to third parties<br />

In CHF million <strong>2009</strong> 2008 1<br />

Sales of products 273.6 264.5<br />

Development services 1.6 3.5<br />

Services 7.8 21.3<br />

Total net sales 283.0 289.3<br />

1<br />

restated see page 74<br />

Sales between the divisions are eliminated in the Consolidated<br />

Income Statement. The segment assets include property,<br />

plant and equipment, intangible assets, inventories, trade<br />

receivables and operating cash. Tax assets and financial<br />

assets are excluded.<br />

The segment liabilities include operating liabilities.<br />

Tax liabilities and financial liabilities are excluded.<br />

Segment investments include additions to fixed assets<br />

and intangible assets.<br />

Geographic information The most important production<br />

facilities are located in Switzerland and the USA. The key<br />

markets are Western Europe and the USA.<br />

Net sales to third parties 1<br />

In CHF million <strong>2009</strong> 2008 2<br />

USA 115.7 76.5<br />

Switzerland 60.5 58.3<br />

Other regions 106.8 154.5<br />

Total 283.0 289.3<br />

1<br />

by market location<br />

2<br />

restated see page 74<br />

In <strong>2009</strong> the Division <strong>Siegfried</strong> Actives generated with one<br />

customer a turnover of CHF 38.8 million (2008: with one<br />

customer CHF 44.3).<br />

Segment assets 1<br />

In CHF million <strong>2009</strong> 2008 2<br />

Europe (excluding Switzerland) 36.3 36.9<br />

USA 120.0 127.5<br />

Switzerland 299.2 348.2<br />

Total 455.5 512.6<br />

1<br />

by production location<br />

2<br />

restated see page 73<br />

Financial Statements <strong>Siegfried</strong> Group 103


<strong>Report</strong> of the Statutory Auditor<br />

to the General Meeting of <strong>Siegfried</strong> Holding AG, Zofingen<br />

<strong>Report</strong> of the statutory auditor on the consolidated<br />

financial statements<br />

As statutory auditor, we have audited the consolidated<br />

financial statements of <strong>Siegfried</strong> Holding AG, which comprise<br />

the balance sheet, income statement, statement<br />

of comprehensive income, cash flow statement, statement<br />

of changes in equity and notes (pages 68 to 103), for the<br />

year ended December 31, <strong>2009</strong>.<br />

Board of Directors’ Responsibility<br />

The Board of Directors is responsible for the preparation and<br />

fair presentation of the consolidated financial statements in<br />

accordance with the International Financial <strong>Report</strong>ing Standards<br />

(IFRS) and the requirements of Swiss law. This responsibility<br />

includes designing, implementing and maintaining an<br />

internal control system relevant to the preparation and fair<br />

presentation of consolidated financial statements that are<br />

free from material misstatement, whether due to fraud or<br />

error. The Board of Directors is further responsible for selecting<br />

and applying appropriate accounting policies and making<br />

accounting estimates that are reasonable in the circumstances.<br />

Auditor’s Responsibility<br />

Our responsibility is to express an opinion on these consolidated<br />

financial statements based on our audit. We conducted<br />

our audit in accordance with Swiss law and Swiss Auditing<br />

Standards as well as the International Standards on<br />

Auditing. Those standards require that we plan and perform<br />

the audit to obtain reasonable assurance whether the<br />

consolidated financial statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence<br />

about the amounts and disclosures in the consolidated<br />

financial statements. The procedures selected depend on<br />

the auditor’s judgment, including the assessment of the risks<br />

of material misstatement of the consolidated financial statements,<br />

whether due to fraud or error. In making those risk<br />

assessments, the auditor considers the internal control system<br />

relevant to the entity’s preparation and fair presentation<br />

of the consolidated financial statements in order to design<br />

audit procedures that are appropriate in the circumstances,<br />

but not for the purpose of expressing an opinion on the<br />

effectiveness of the entity’s internal control system. An audit<br />

also includes evaluating the appropriateness of the accounting<br />

policies used and the reasonableness of accounting estimates<br />

made, as well as evaluating the overall presentation of<br />

the consolidated financial statements. We believe that the<br />

audit evidence we have obtained is sufficient and appropriate<br />

to provide a basis for our audit opinion.<br />

Opinion<br />

In our opinion, the consolidated financial statements for the<br />

year ended December 31, <strong>2009</strong> give a true and fair view of<br />

the financial position, the results of operations and the cash<br />

flows in accordance with the International Financial <strong>Report</strong>ing<br />

Standards (IFRS) and comply with Swiss law.<br />

<strong>Report</strong> on other legal requirements<br />

We confirm that we meet the legal requirements on licensing<br />

according to the Auditor Oversight Act (AOA) and independence<br />

(article 728 CO and article 11 AOA) and that there<br />

are no circumstances incompatible with our independence.<br />

In accordance with article 728a paragraph 1 item 3 CO and<br />

Swiss Auditing Standard 890, we confirm that an internal<br />

control system exists which has been designed for the preparation<br />

of consolidated financial statements according to the<br />

instructions of the Board of Directors.<br />

We recommend that the consolidated financial statements<br />

submitted to you be approved.<br />

PricewaterhouseCoopers AG<br />

Dr. Matthias Jeger<br />

Audit expert<br />

Auditor in charge<br />

Basel, March 3, 2010<br />

Thomas Illi<br />

Audit expert<br />

104 Financial Statements <strong>Siegfried</strong> Group


Five-year overview 2005 – <strong>2009</strong>, consolidated figures<br />

<strong>2009</strong> 2008 2007 2006 2005<br />

Net sales 3 CHF million 283.0 289.3 318.3 359.8 318.3<br />

Change vs. previous year Percent –2.2 –9.1 –11.5 13.0 –1.0<br />

Operating profit (EBIT) 1,3 CHF million –7.3 12.3 30.5 41.1 42.9<br />

Change vs. previous year Percent n.a. –70.2 –25.8 –4.2 28.4<br />

Operating margin Percent n.a. 4.2 9.6 11.4 13.5<br />

EBITDA 1,3 CHF million 25.3 52.0 69.0 78.9 79.0<br />

Change vs. previous year Percent –73.4 –44.1 –22.5 –0.1 18.6<br />

EBITDA margin Percent 8.9 18.0 21.7 21.9 24.8<br />

Net profit CHF million –35.3 –74.9 49.7 32.4 36.5<br />

Change vs. previous year Percent n.a. n.a. 63.4 –21.2 152.6<br />

Cash flow from operating activities 3 CHF million 45.5 26.8 9.2 53.7 47.6<br />

Change vs. previous year Percent 394.2 –50.0 –82.9 12.8 –34.1<br />

As % of net sales 16.1 9.3 2.9 14.9 15.0<br />

Total assets CHF million 477.1 539.5 658.7 690.8 677.4<br />

Change vs. previous year Percent –27.6 –21.9 –4.6 2.0 15.6<br />

Equity CHF million 327.3 327.3 479.8 445.5 435.4<br />

Change vs. previous year Percent –31.8 –26.5 7.7 2.3 12.2<br />

Current assets CHF million 175.6 220.1 253.9 250.5 227.8<br />

Change vs. previous year Percent –30.8 –12.1 1.4 10.0 13.2<br />

Non-current assets CHF million 301.5 319.4 385.2 435.5 449.6<br />

Change vs. previous year Percent –21.7 –26.7 –11.5 –3.1 16.9<br />

Current liabilities CHF million 63.5 64.4 56.7 76.7 65.7<br />

Change vs. previous year Percent 12.0 –16.1 –26.1 16.7 21.2<br />

Non-current liabilities CHF million 86.2 123.1 122.2 168.7 176.4<br />

Change vs. previous year Percent –29.4 –27.0 –27.6 –4.4 22.8<br />

Capital expenditure 3 CHF million 21.6 35.3 35.5 35.8 29.6<br />

Change vs. previous year Percent –39.1 –1.4 –0.8 20.9 12.5<br />

As % of net sales 7.6 12.2 11.2 9.9 9.3<br />

Depreciation charge/impairment 3 CHF million 48.8 136.8 38.5 37.8 36.1<br />

Change vs. previous year Percent 26.7 261.8 1.9 4.7 3.1<br />

As % of net sales 17.2 47.3 12.1 10.5 11.3<br />

Personnel expenses 3 CHF million 101.3 98.4 108.6 121.9 119.0<br />

Change vs. previous year Percent –6.7 –19.3 –10.9 2.4 –7.4<br />

As % of net sales 35.8 34.0 34.1 33.9 37.4<br />

Employees 2,3 Number 823 826 867 967 913<br />

Change vs. previous year Percent –5.1 –14.6 –10.3 5.9 –5.7<br />

Sales per employee CHF million 343 900 350 300 367 000 372 000 349 000<br />

Change vs. previous year Percent –6.3 –5.8 –1.3 6.6 5.1<br />

1<br />

2004* excluding restructuring costs of CHF 10.2 million<br />

2<br />

<strong>Annual</strong> average<br />

3<br />

2007 Continuing operations<br />

Financial Statements <strong>Siegfried</strong> Group 105


John Odilon Scerri, Malta<br />

Technical Coordinator<br />

I’ve worked in the pharmaceutical<br />

branch for over 32 years, really since<br />

the day I finished school. During<br />

this time I’ve done almost everything<br />

you can do in this business. I spent<br />

12 years as an analyst in quality control,<br />

12 years in production, and the<br />

other eight years as a formulation<br />

scientist in R&D, in business development,<br />

and now, as a product manager<br />

for product transfers.<br />

In 2008, I began at <strong>Siegfried</strong> in Malta,<br />

the most beautiful island in the<br />

Mediterranean Sea. At the time, I<br />

thought my know-how and experience<br />

were enough to continue at <strong>Siegfried</strong><br />

as I had done before. To my surprise,<br />

I had to deal with completely different<br />

and new procedures and technologies.<br />

Once again I realized how true it is<br />

that “you never stop learning in life.”<br />

The moments of greatest job satisfaction<br />

are when we successfully transfer<br />

a product from one site to another,<br />

especially considering the differences<br />

in equipment and – yes, why not –<br />

the climate.<br />

Next to my job, which I love very<br />

much, my private life with my wife is<br />

very important. A typical, very fulfilling<br />

weekend starts on Friday evening with<br />

a long, relaxing walk, going to the cinema,<br />

or enjoying a fine meal at one of<br />

the great restaurants close to where<br />

we live. I like to split Saturdays into<br />

two parts. The mornings are for doing<br />

what I was unable to do during the<br />

week, then a nice lunch, rest, and off<br />

we go around 9 p.m. In the summer<br />

we are often in the “Numero Uno,”<br />

a fantastic place to relax, dance and<br />

meet friends – until the early hours of<br />

the morning. Some people might<br />

think, “What’s the old guy doing in a<br />

disco” But I really believe that you are<br />

as old as you feel. And why should I<br />

stop dancing in discos just because<br />

I’m now over 50<br />

I enjoy music a lot and have collected<br />

thousands of tracks of all types of music<br />

over the years: dance music, pop,<br />

country, techno, trance, house and so<br />

on. I keep myself up-to-date with the<br />

latest Top 100 charts and take pleasure<br />

in working as a DJ for parties, weddings,<br />

and other events. It’s a lot of fun<br />

– and also lets me earn something for<br />

my vacation fund.<br />

That’s important because I love to travel<br />

abroad with my wife. It’s fun and<br />

keeps mind and body fit. You learn<br />

about new places, people and cultures.<br />

But you can also discover a lot right<br />

here at home in Malta. I am a member<br />

of a group called “Ramblers.” We organize<br />

hikes on our beautiful islands to<br />

learn more about our long and exciting<br />

history and how our culture was<br />

formed by many different influences.<br />

During these outings I always bring my<br />

camera. I also enjoy showing visitors<br />

the scenic parts of our islands, taking<br />

people for day cruises on a boat to our<br />

sister island, Gozo. There they experience<br />

unforgettable moments and<br />

fantastic views of caves that you can’t<br />

see from anywhere else.<br />

I’m interested in a lot of things and<br />

have had many hobbies in my life.<br />

Many came and went but a few<br />

remain. For example, for years I built<br />

models of ships, cars and airplanes,<br />

even winning some competitions.<br />

Some of the models that I still have are<br />

from the 1950’s. When I was younger<br />

I also restored cars. Getting them to<br />

run and make them look good was a<br />

passion – but also too expensive to do<br />

for long.<br />

Maybe when I retire I’ll start restoring<br />

cars again. But for the time being<br />

I really like my work.<br />

107


Financial Statements <strong>Siegfried</strong> Holding Ltd<br />

Balance Sheet of <strong>Siegfried</strong> Holding AG<br />

In CHF 31.12.09 31.12.08<br />

Assets<br />

Non-current assets<br />

Fixed assets 5 597 8 452<br />

Intangible assets 61 846 55 160<br />

Investments in subsidiaries and affiliates 78 139 650 76 139 761<br />

Loans to subsidiaries 248 005 432 302 944 452<br />

Total non-current assets 326 212 525 379 147 825<br />

Current assets<br />

Other accounts receivable from third parties 6 382 7 564<br />

Other accounts receivable from subsidiaries 0 586 139<br />

Prepaid expenses 2 239 949 1 859 198<br />

Securities 1 067 360 952 757<br />

Cash and cash equivalents 348 042 241 965<br />

Total current assets 3 661 733 3 647 623<br />

Total assets 329 874 258 382 795 448<br />

In CHF 31.12.09 31.12.08<br />

Liabilities and shareholders‘ equity<br />

Shareholders‘ equity<br />

Share capital 5 600 000 5 600 000<br />

Legal reserves 2 800 000 2 800 000<br />

Reserves for treasury shares 4 866 725 5 040 859<br />

Free reserves 283 311 631 363 517 293<br />

Accumulated retained earnings/losses 17 851 330 –74 640 462<br />

Total shareholders‘ equity 314 429 686 302 317 690<br />

Liabilities<br />

Financial liabilities to third parties 0 63 795 200<br />

Financial liabilities to subsidiaries 8 451 080 3 117 020<br />

Other liabilities to third parties 82 656 204 648<br />

Other liablities to subsidiaries 920 306 0<br />

Accrued expenses 5 990 530 13 360 890<br />

Total liabilities 15 444 572 80 477 758<br />

Total liabilities and shareholders‘ equity 329 874 258 382 795 448<br />

108 Financial Statements <strong>Siegfried</strong> Holding AG


Income Statement of <strong>Siegfried</strong> Holding AG<br />

In CHF <strong>2009</strong> 2008<br />

Income<br />

Income from investments 26 000 000 0<br />

Financial income 5 472 667 25 569 594<br />

Management service fees 7 337 759 9 065 961<br />

Total income 38 810 426 34 635 555<br />

Expenses<br />

Administrative expenses 3 284 380 3 060 650<br />

Financial expenses 17 578 423 19 530 784<br />

Taxes 62 623 66 399<br />

Depreciation 33 670 41 241<br />

Impairment investments in subsidiaries 0 87 122 548<br />

Total expenses 20 959 096 109 821 622<br />

Net profit/loss 17 851 330 –75 186 067<br />

Notes to the Financial Statements<br />

of <strong>Siegfried</strong> Holding AG (in accordance<br />

with Art. 663b and c of the Swiss Code<br />

of Obligations)<br />

Guarantees and securities: CHF 134.5 million (2008:<br />

CHF 222.5 million). To secure the syndicated loan drawn<br />

down <strong>Siegfried</strong> Holding AG has assigned receivables from<br />

subsidiary companies in favor of the lending banks. At<br />

December 31, <strong>2009</strong>, there was no amount drawn down<br />

(2008: CHF 63.8 million) and therefore no receivables were<br />

assigned.<br />

For risks in connection with the sale of the Business Unit<br />

Sidroga refer to Note 24 of the Consolidated Financial<br />

Statements.<br />

According to its own statement, Tweedy, Browne Company<br />

LLC, New York, USA, holds an interest of 9.83% of the<br />

shares in <strong>Siegfried</strong> Holding AG. 3% of these shares are registered<br />

with voting rights, the remaining shares – as far as<br />

notified – without voting rights.<br />

According to its own statement, the Bayerninvest Kapitalgesellschaft<br />

mbH, München, a 100% subsidiary of the Kreissparkasse<br />

Biberach, holds an interest of 3.79% of the shares<br />

in <strong>Siegfried</strong> Holding AG. These shares are not registered and<br />

are therefore without voting rights.<br />

Treasury shares During the reporting period <strong>Siegfried</strong><br />

Holding AG and one of its subsidiaries have purchased and<br />

sold <strong>Siegfried</strong> shares, resulting in a net increase of 3 160<br />

shares.<br />

Insurance value of fixed assets: CHF 0.1 million<br />

(2008: CHF 0.2 million).<br />

All subsidiaries of significance for an assessment of the<br />

Group’s financial position and earnings are listed on<br />

page 86.<br />

Shareholders representing more than 3% of the votes<br />

included in the shareholder‘s register are: The Camellia<br />

Group (consisting of Camellia Holding Ltd., Glarus and<br />

Affish Ltd, Linton) holds an interest of 33.35% (933 680<br />

shares) and the <strong>Siegfried</strong> Shareholders Group (consisting of<br />

the heirs of Dr. h.c. Hans <strong>Siegfried</strong> and Sigamed AG, Zug)<br />

3.70% (103 630 shares). These Groups have entered into<br />

agreements entitling each other with preemption rights for<br />

shares which the other Group may wish to sell.<br />

CHF Number of shares Average prices<br />

At January 1, 2008 26 891 184.1<br />

Purchases Jan.–Dec. 08 11 652 147.1<br />

Sales Jan.–Dec. 08 8 965 165.6<br />

At December 31, 2008 29 578 170.4<br />

Purchases Jan.–Dec. 09 103 601 70.9<br />

Sales Jan.–Dec. 09 100 441 83.6<br />

At December 31, <strong>2009</strong> 32 738 148.7<br />

General information <strong>Siegfried</strong> Holding AG holds directly<br />

or indirectly all subsidiaries of the <strong>Siegfried</strong> Group. The<br />

Financial Statements of <strong>Siegfried</strong> Holding AG are prepared in<br />

accordance with Swiss company law.<br />

Financial Statements <strong>Siegfried</strong> Holding AG 109


Transparency Law Art. 663b and Art. 663c CO<br />

Content and procedure for determining remuneration<br />

and profit participation scheme<br />

The members of the Board of Directors receive for their work<br />

remuneration, which is determined by the entire Board on<br />

motion of the Nomination and Compensation Committee.<br />

The management of the <strong>Siegfried</strong> Group is remunerated on<br />

a performance basis. The variable component foreseen is<br />

between 5% and 40% of the base salary. The effective variable<br />

component depends on achieving business targets in<br />

their area of responsibility and individual objectives. The<br />

achievement of business targets influences the variable component<br />

with a factor of 0 in the worst case and of 1.75 in<br />

the best case. The personal achievement factor lies between<br />

0 and 1.25. The variable component can achieve a maximum<br />

factor of 1.5. The Nomination & Compensation Committee<br />

of the Board of Directors determines the remuneration<br />

of the members of management.<br />

Employee share plan In August 2005 the <strong>Siegfried</strong> Group<br />

initiated for all employees in Switzerland a share savings<br />

plan. Employees may invest at most 10 percent of their base<br />

salary in this share plan and with this purchase <strong>Siegfried</strong><br />

shares. Board members may participate in this share plan up<br />

to a maximum of 90% of their total remuneration. The<br />

shares are subject to a holding period of three years. The<br />

company contributes 30% to the employees’ paid in<br />

amount. The employees may in August of each year withdraw<br />

from the plan or change their participation amounts.<br />

Since September 2005 the amounts fixed by the employees<br />

themselves each August are deducted monthly from their<br />

pay.<br />

In aggregate, in <strong>2009</strong> 123 (2008: 153) employees and<br />

6 (2008: 6) board members participated in the share<br />

savings plan.<br />

Compensation to members of executive bodies in<br />

office The members of the Board of Directors receive annual<br />

compensation of CHF 50 000 plus a lump-sum CHF 5 000<br />

for expenses, the Chairman of the Board CHF 270 000 plus<br />

CHF 20 000 lump-sum expenses and the Deputy Chairman<br />

CHF 60 000, plus CHF 10 000 lump-sum expenses. The<br />

compensation paid to members of the Board of Directors<br />

therefore amounts to CHF 635 000 (2008: CHF 635 000).<br />

Under the terms of the Employee Share Plan board members<br />

were also entitled to purchase shares with a rebate of 30%<br />

financed by the firm. The individual members receive compensation<br />

as follows:<br />

Contribution for Expenditure for<br />

share savings social security<br />

Board of Directors Position Remuneration plan (AHV) Total <strong>2009</strong> Total 2008<br />

Markus Altwegg Chairman 290 000 15 713 13 580 319 293 335 729<br />

Thomas Staehelin Deputy chairman 70 000 6 226 2 682 78 908 83 471<br />

Bernard A. <strong>Siegfried</strong> Honorary Chairman and member 55 000 9 384 2 150 66 534 76 438<br />

Susy Brüschweiler Member 55 000 1 061 3 088 59 149 60 235<br />

Felix Gutzwiller Member 55 000 2 119 3 153 60 272 62 443<br />

Felix K. Meyer Member 55 000 5 070 3 331 63 401 64 517<br />

Malcolm Perkins Member 55 000 0 3 035 58 035 57 525<br />

Total 635 000 39 573 31 019 705 592 740 358<br />

Contribution for Expenditure for<br />

share savings social security<br />

Executive management Position Remuneration plan (AHV/pension) Total <strong>2009</strong> Total 2008<br />

Executive management 2 783 569 55 636 426 673 3 265 878 4 366 751<br />

Highest individual compensation:<br />

President<br />

Hubert Stückler <strong>Siegfried</strong> Actives 553 063 2 509 148 803 704 375<br />

Highest individual compensation:<br />

Douglas C. Günthardt former CEO 1 525 607 8 999 175 916 1 710 522<br />

Compensation paid to former members of executive<br />

management The above remuneration of CHF 4.4 million<br />

for the year 2008 included also wage continuation of<br />

CHF 0.5 million and a termination pay of CHF 0.5 million<br />

to the former CEO.<br />

Share ownership On December 31, <strong>2009</strong>, the non-executive<br />

members of the Board of Directors and persons closely<br />

related to them owned 70 742 (2008: 62 529) registered<br />

shares in <strong>Siegfried</strong> Holding AG. This represents 2.5% (2008:<br />

2.23%) of the entire share capital of <strong>Siegfried</strong> Holding AG.<br />

The members of the management (including persons closely<br />

110 Financial Statements <strong>Siegfried</strong> Holding AG


elated to them) owned at the same date 2 945 (2008:<br />

7 257 including executive member of the Board of Directors)<br />

registered shares, 0.11% (2008: 0.26%) of the share capital<br />

of <strong>Siegfried</strong> Holding AG.<br />

Year <strong>2009</strong><br />

Board of Directors Position Number of shares of which blocked 1<br />

Markus Altwegg Chairman of the Board 6 350 2 685<br />

Thomas Staehelin Deputy chairman of the Board 7 309 860<br />

Bernard <strong>Siegfried</strong> 2 Honorary chairman and member 55 531 1 490<br />

Susy Brüschweiler Member 269 207<br />

Felix Gutzwiller Member 767 360<br />

Felix K. Meyer Member 516 516<br />

Malcolm Perkins Member 0 0<br />

Executive management<br />

Rudolf Hanko CEO 500 500<br />

Michael Hüsler CFO 0 0<br />

Hanspeter Brun Head HR 945 761<br />

Peter A. Gehler CCO 409 409<br />

Marianne Späne President <strong>Siegfried</strong> Generics 594 482<br />

Hubert Stückler President <strong>Siegfried</strong> Actives 497 398<br />

1<br />

blocked shares in connection with the Employee Share Plan<br />

2<br />

Bernard A. <strong>Siegfried</strong> is a member of the shareholders’ group <strong>Siegfried</strong>, which owns 3.70% or 103 630 shares, and<br />

together with the Camellia Group with an interest of 33.35% or 933 680 shares form a shareholders’ group.<br />

Year 2008<br />

Board of Directors Position Number of shares of which blocked 1<br />

Markus Altwegg Chairman of the Board and CEO 5 122 2 122<br />

Thomas Staehelin Deputy chairman of the Board 6 823 623<br />

Bernard <strong>Siegfried</strong> 2 Honorary chairman and member 54 798 1 131<br />

Susy Brüschweiler Member 186 186<br />

Felix Gutzwiller Member 601 401<br />

Felix K. Meyer Member 121 121<br />

Malcolm Perkins Member 0 0<br />

Executive management<br />

Richard Schindler CFO 660 660<br />

Hanspeter Brun Head HR 555 545<br />

Peter A. Gehler CCO 375 375<br />

Marianne Späne President <strong>Siegfried</strong> Generics 244 244<br />

Hubert Stückler President <strong>Siegfried</strong> Actives 301 301<br />

1<br />

blocked shares in connection with the Employee Share Plan<br />

2<br />

Bernard A. <strong>Siegfried</strong> is a member of the shareholders’ group <strong>Siegfried</strong>, which owns 3.67% or 102 897 shares, and<br />

together with the Camellia Group with an interest of 33.35% or 933 680 shares form a shareholders’ group.<br />

Loans to members of executive bodies The members of<br />

the Board of Directors or of management and persons closely<br />

related to them are, or were, in the current or preceding<br />

financial year not interested in transactions beyond the<br />

normal business activity of <strong>Siegfried</strong> Holding AG or of one<br />

of its group companies or in other transactions that in form<br />

or substance were unusual, but important for <strong>Siegfried</strong><br />

Holding AG.<br />

At December 31, <strong>2009</strong>, <strong>Siegfried</strong> Holding AG and its group<br />

companies have not granted securities, loans, advances or<br />

credits to the members of the Board of Directors or of the<br />

management or to persons closely related to them. There<br />

were no expense advances to members of the management<br />

(2008: CHF 16 000).<br />

Risk management The Board of Directors and management<br />

are responsible for the risk management process of the<br />

Financial Statements <strong>Siegfried</strong> Holding AG 111


<strong>Siegfried</strong> Group, in which the risks of <strong>Siegfried</strong> Holding AG<br />

are included. In this connection the business risks and their<br />

development are analyzed and it is ensured that the measures<br />

necessary for their limitation are taken. Special attention<br />

is paid to financial reporting risks. A more detailed<br />

description of the risk assessment can be found in the Notes<br />

to the Consolidated Financial Statements under “Risk management”<br />

on page 80.<br />

Balance Sheet<br />

Non-current assets Investments in subsidiaries and affiliates<br />

include those companies in which <strong>Siegfried</strong> Holding AG<br />

has an interest of more than 50% and the minority interests<br />

in SCI Pharmtech Inc. Taoyuan, Taiwan and Alpine Dragon<br />

Pharmaceuticals Ltd., Huangyang, China. In the reporting<br />

period, <strong>Siegfried</strong> Holding AG has taken over the investment<br />

in <strong>Siegfried</strong> Generics International AG from <strong>Siegfried</strong> Ltd.<br />

The investments are valued at acquisition cost less valuation<br />

allowances. The long-term loans to affiliates were used for<br />

the financing of capital expenditures and other operational<br />

activities. The intangible assets include capitalized software.<br />

Current assets Prepaid expenses include the arranger fee<br />

for the renewal of the syndicated bank loan, which is<br />

charged to expense over the duration of the loan, as well as<br />

the accrual accounting for several items of income. Securities<br />

are stated at the lower of cost or market value at the<br />

balance sheet date.<br />

Shareholders‘ equity The share capital of CHF 5.6 million<br />

comprises 2,800,000 registered shares of CHF 2 nominal value<br />

each.<br />

Ordinary reserves are unchanged at CHF 2.8 million. The<br />

accumulated deficit of CHF 74.6 million of the previous year<br />

was charged against free reserves. In addition the reserves<br />

for treasury shares were reduced by CHF 0.2 million in favor<br />

of the free reserves, reflecting the net value of purchases<br />

and sales during the reporting period, measured at cost.<br />

Liabilities As of December 31, <strong>2009</strong>, the syndicated bank<br />

loan of the <strong>Siegfried</strong> Group with a credit line of CHF 120<br />

million (2008: 200 million) was solely utilized by a subsidiary<br />

company. In the previous year, <strong>Siegfried</strong> Holding AG had<br />

drawn down CHF 63.8 million. The syndicated bank loan<br />

expires in February 2012.<br />

Accrued expenses include the deferrals and accruals of<br />

various income and expense items.<br />

Income Statement Income from investments includes<br />

CHF 26.0 million of dividends received from subsidiaries.<br />

Financial income consists of interest on receivables from<br />

subsidiaries, foreign exchange gains and income from<br />

the securities portfolio. Management service fees relate to<br />

services provided to subsidiaries.<br />

Financial expenses include interest on loans from third parties<br />

and subsidiaries, exchange losses and valuation adjustments<br />

on loans to subsidiaries.<br />

Including the balance from the prior year of CHF 0.0 million<br />

and the net profit for the year of CHF 17.9 million, total<br />

available earnings for the year amount to CHF 17.9 million.<br />

Proposal for the appropriation of earnings<br />

In CHF <strong>2009</strong><br />

Net profit 17 851 330<br />

Balance brought forward 0<br />

Total earnings available for appropriation 17 851 330<br />

Balance to be carried forward 17 851 330<br />

In CHF 2008<br />

Net loss –75 186 067<br />

Balance brought forward 545 605<br />

Accumulated deficit –74 640 462<br />

Charged against free reserves 74 640 462<br />

Balance to be carried forward 0<br />

Free reserves available for appropriation 288 876 831<br />

Gross dividend of CHF 2.10<br />

per registered share of CHF 2<br />

on 2 800 000 dividend entitled shares 5 739 334<br />

Free reserves carried forward 283 137 497<br />

112 Financial Statements <strong>Siegfried</strong> Holding AG


<strong>Report</strong> of the statutory auditors<br />

To the General Meeting of <strong>Siegfried</strong> Holding AG, Zofingen<br />

<strong>Report</strong> of the statutory auditor on the financial<br />

statements<br />

As statutory auditor, we have audited the financial statements<br />

of <strong>Siegfried</strong> Holding AG, which comprise the balance<br />

sheet, income statement and notes (pages 108 to 112),<br />

for the year ended December 31, <strong>2009</strong>.<br />

Board of Directors’ Responsibility<br />

The Board of Directors is responsible for the preparation of<br />

the financial statements in accordance with the requirements<br />

of Swiss law and the company’s articles of incorporation.<br />

This responsibility includes designing, implementing<br />

and maintaining an internal control system relevant to the<br />

preparation of financial statements that are free from material<br />

misstatement, whether due to fraud or error. The Board<br />

of Directors is further responsible for selecting and applying<br />

appropriate accounting policies and making accounting estimates<br />

that are reasonable in the circumstances.<br />

Auditor’s Responsibility<br />

Our responsibility is to express an opinion on these financial<br />

statements based on our audit. We conducted our audit in<br />

accordance with Swiss law and Swiss Auditing Standards.<br />

Those standards require that we plan and perform the audit<br />

to obtain reasonable assurance whether the financial statements<br />

are free from material misstatement.<br />

effectiveness of the entity’s internal control system. An audit<br />

also includes evaluating the appropriateness of the accounting<br />

policies used and the reasonableness of accounting estimates<br />

made, as well as evaluating the overall presentation of<br />

the financial statements. We believe that the audit evidence<br />

we have obtained is sufficient and appropriate to provide a<br />

basis for our audit opinion.<br />

Opinion<br />

In our opinion, the financial statements for the year ended<br />

December 31, <strong>2009</strong> comply with Swiss law and the company’s<br />

articles of incorporation.<br />

<strong>Report</strong> on other legal requirements<br />

We confirm that we meet the legal requirements on licensing<br />

according to the Auditor Oversight Act (AOA) and independence<br />

(article 728 CO and article 11 AOA) and that there<br />

are no circumstances incompatible with our independence.<br />

In accordance with article 728a paragraph 1 item 3 CO and<br />

Swiss Auditing Standard 890, we confirm that an internal<br />

control system exists which has been designed for the preparation<br />

of financial statements according to the instructions<br />

of the Board of Directors.<br />

We further confirm that the proposed appropriation of available<br />

earnings complies with Swiss law and the company’s<br />

articles of incorporation. We recommend that the financial<br />

statements submitted to you be approved.<br />

PricewaterhouseCoopers AG<br />

An audit involves performing procedures to obtain audit evidence<br />

about the amounts and disclosures in the financial<br />

statements. The procedures selected depend on the auditor’s<br />

judgment, including the assessment of the risks of material<br />

misstatement of the financial statements, whether due to<br />

fraud or error. In making those risk assessments, the auditor<br />

considers the internal control system relevant to the entity’s<br />

preparation of the financial statements in order to design<br />

audit procedures that are appropriate in the circumstances,<br />

but not for the purpose of expressing an opinion on the<br />

Dr. Matthias Jeger<br />

Audit expert<br />

Auditor in charge<br />

Basel, March 3, 2010<br />

Thomas Illi<br />

Audit expert<br />

Financial Statements <strong>Siegfried</strong> Holding AG 113


Stock market data<br />

<strong>2009</strong> 2008 2007 2006 2005<br />

Registered shares of CHF 2 800 000 2 800 000 2 800 000 2 800 000 2 800 000<br />

Dividend bearing capital CHF million 5.6 5.6 5.6 5.6 5.6<br />

Gross dividend per registered share 2 CHF 0 2.10 4.20 4.20 4.20<br />

Total dividend paid CHF 0 5 880 000 11 760 000 11 760 000 11 760 000<br />

Market prices registered share high CHF 107.0 183.0 206.9 211.0 165.4<br />

low CHF 54.4 84.0 173.0 161.0 138.0<br />

Year-end CHF 93.5 91.0 193.0 183.0 164.5<br />

Gross yield per registered share high % 0 2.5 2.4 2.6 3.0<br />

low % 0 1.1 2.0 2.0 2.5<br />

Consolidated net result per registered share 1 CHF –12.8 –27.0 18.0 11.7 13.2<br />

Consolidated operating cash flow<br />

per registered share 1 CHF 16.5 8.0 3.3 19.4 17.4<br />

Consolidated equity and reserves<br />

per registered share 1 CHF 118.7 127.0 176.5 160.9 157.0<br />

P/E ratio (year-end) 1 –7.3 –3.4 10.7 15.6 12.4<br />

Market capitalization at year-end CHF million 262 255 540 512 461<br />

1<br />

Calculated on the weighted average number of shares outstanding, deducting treasury shares<br />

2<br />

For <strong>2009</strong> as per proposal to the General Meeting of Shareholders<br />

<strong>Siegfried</strong> shares are traded on the SIX Swiss stock exchange:<br />

Sec. No. 239546<br />

Stock symbols Reuters SFZZn<br />

Telekurs<br />

SFZN<br />

Transfer restrictions: shareholders are registered with at most<br />

3% of the registered share capital.<br />

Share price development<br />

Period from January 1, 2003 to December 31, <strong>2009</strong><br />

70 %<br />

225<br />

52 %<br />

200<br />

33 %<br />

175<br />

14 %<br />

150<br />

– 5 %<br />

125<br />

– 24 %<br />

100<br />

– 43 %<br />

75<br />

– 62 % 50<br />

2002 2003 2004 2005 2006 2007 2008 <strong>2009</strong><br />

<strong>Siegfried</strong><br />

SMI<br />

114 Financial Statements <strong>Siegfried</strong> Holding AG


Cautionary statement regarding forward-looking statements<br />

This <strong>Annual</strong> <strong>Report</strong> contains certain forward-looking statements identified by<br />

words such as ‘believes’, ‘expects’, ‘anticipates’, ‘projects’, ‘intends’, ‘should’,<br />

‘seeks’, ‘estimates’, ‘future’ or similar expressions or by discussion of, among<br />

other things, strategy, goals, plans or intentions. Various factors may cause<br />

actual results to differ materially in the future from those reflected in forwardlooking<br />

statements contained in this <strong>Annual</strong> <strong>Report</strong>, among others: (1) pricing<br />

and product initiatives of competitors; (2) legislative and regulatory developments<br />

and economic conditions; (3) delay or inability in obtaining regulatory<br />

approvals or bringing products to market; (4) fluctuations in currency exchange<br />

rates and general financial market conditions; (5) uncertainties in the<br />

discovery, development or marketing of new products or new uses of existing<br />

products, including without limitation negative results of clinical trials or research<br />

projects, unexpected side-effects of pipeline or marketed products;<br />

(6) increased government pricing pressures; (7) interruptions in production;<br />

(8) loss of or inability to obtain adequate protection for intellectual property<br />

rights; (9) litigation; (10) loss of key executives or other employees; and (11)<br />

adverse publicity and news coverage.<br />

The statement regarding earnings per share growth is not a profit forecast<br />

and should not be interpreted to mean that <strong>Siegfried</strong>’s earnings or earnings<br />

per share for 2010 or any subsequent period will necessarily match or exceed<br />

the historical published earnings or earnings per share of <strong>Siegfried</strong>.<br />

Financial Statements <strong>Siegfried</strong> Group 115


Publisher’s note<br />

This annual report is also available in<br />

German, being the original version.<br />

<strong>Annual</strong> General Meeting of Shareholders<br />

Wednesday, April 14, 2010, 11 a.m.<br />

in the Stadtsaal, Zofingen<br />

<strong>Siegfried</strong> Holding AG<br />

Untere Brühlstrasse 4<br />

CH-4800 Zofingen<br />

Phone + 41 62 746 11 11<br />

Fax + 41 62 746 11 03<br />

www.siegfried-holding.com<br />

Editor:<br />

Peter A. Gehler<br />

Marcel Gremaud<br />

Idea, Concept, Layout:<br />

Seiler Communications AG, Zurich<br />

Fotos:<br />

Dan Cermak, Zurich<br />

Albert Zimmermann, Zurich<br />

Markus Senn, Biel<br />

Production:<br />

MDD Management Digital Data AG, Schlieren<br />

Print:<br />

NZZ Fretz AG, Schlieren<br />

116 Publisher’s note

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