Annual Report 2011 (5.07 MB, PDF-File) - Oerlikon

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6.0 Corporate Governance Group structure 1 Corporate Functions reporting to the CFO Group Controlling & Risk Management Group Accounting & Reporting Group Treasury Group Tax Group Internal Audit 3 Oerlikon Textile Clement Woon Oerlikon Drive Systems Gary Lehman Chief Financial Officer Jürg Fedier Board of Directors Tim Summers (Chairman) 2 Kurt J. Hausheer Dr. Urs A. Meyer Gerhard Pegam Carl Stadelhofer Wolfgang Tölsner Hans Ziegler Chief Executive Officer Dr. Michael Buscher Oerlikon Vacuum Dr. Andreas Widl 1 The COO position was phased out effective January 01, 2012. 2 Chairman since May 10, 2011. 3 Reports directly to the Chairman of the Audit Committee. Chief Human Resources Officer Adrian Cojocaru Oerlikon Solar Helmut Frankenberger Audit Committee Human Resources Committee Strategy Committee Oerlikon Coating Dr. Hans Brändle Corporate Functions reporting to the CEO Group Business Development Group Business Services Group Legal Services (incl. Group Trade Control) Group Communications, Investor Relations, Marketing & Brands Corporate Function reporting to the CHRO Group Compliance Oerlikon Advanced Technologies Andreas R. Dill Board of Directors Committees Executive Committee Segments Business Units
Committed to international standards Oerlikon is committed to the principles of good corporate governance as defined by Economiesuisse in the Swiss Code of Best Practice for Corporate Governance of March 25, 2002 (as amended on September 6, 2007). Through this commitment Oerlikon aims to reinforce the trust placed in it by the company’s present and future shareholders, lenders, employees, business partners and the general public. Responsible corporate governance requires transparency with regard to the organization of management and control mechanisms at the uppermost level of the enterprise. Therefore, the “Directive on Information relating to Corporate Governance” (DCG), enacted by the SIX Swiss Exchange on July 1, 2002 and revised on March 29, 2006 and on October 29, 2008, requires issuers of securities to make available to investors certain key information pertaining to corporate governance. In this annual report the corporate governance information is once again presented in a separate section, as prescribed by DCG. The framework of the directive has been adopted, however, the section “Compensations, shareholdings and loans” has been phased out in a separate chapter (7.0 Remuneration Report). References to other portions of the annual report are included in certain instances in an effort to avoid redundancies and enhance readability. All material changes between the balance sheet date and the time this annual report went to print have been taken into account. Further information regarding corporate governance can be found on the company website www.oerlikon.com. Group structure and shareholders Operational Group structure The Board of Directors is responsible for the strategic management of the Group. Pursuant to Art. 22 Para. 3 of the Articles of Association, the Board of Directors has delegated corporate management to the CEO. Operational responsibility lies with the individual Segments, each of which is overseen by its own Segment CEO. The Board of Directors, the CEO, the Executive Committee and the Business Units are supported by centralized Corporate Functions. A graphical presentation of the operational Group structure can be found on page 52. Listed Group companies OC Oerlikon Corporation AG, Pfäffikon is listed on the SIX Swiss Exchange (symbol: OERL; securities number: 81682; ISIN: CH0000816824). On December 31, 2011 the company’s market capitalization totaled CHF 1 625 million. For further information on OC Oerlikon Corporation AG, Pfäffikon see pages 137 et seq. OC Oerlikon Corporation AG, Pfäffikon holds indirectly 83.9 % of Fairfield Atlas Limited, Kolhapur/IN. Fairfield Atlas Limited is listed on the Bombay Stock Exchange (symbol: FAIRFIEL; ISIN: INE922C01013). On December 31, 2011 the market capitalization of Fairfield Atlas Limited totaled INR 1 743 million. 53
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on a new level Annual Report 2011
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Vision Oerlikon creates innovative
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Oerlikon’s Segments in brief Text
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On a new level 2011 was a year of s
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I. Operational review We achieved a
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Dear Shareholders, 2011 was a break
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Solid performance of Oerlikon share
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Remuneration Report Risk Management
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Page 19 and 20: Achieving a new level of profitabil
Page 21 and 22: Remuneration Report Risk Management
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Page 26 and 27: Dr. Michael Buscher, CEO Oerlikon G
Page 28 and 29: 3.1 Oerlikon Textile 1. In 2011, Oe
Page 31 and 32: Turnaround time reduced by 40 % The
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Page 38 and 39: Gary Lehman, CEO Oerlikon Drive Sys
Page 40 and 41: 3.3 Oerlikon Vacuum 1. Oerlikon Vac
Page 43 and 44: Output improved by 30 % “For a lo
Page 45 and 46: Output improved by 30 %
Page 47: Business development In 2011, the s
Page 50 and 51: Helmut Frankenberger, CEO Oerlikon
Page 52 and 53: 3.5 Oerlikon Coating 1. Oerlikon Co
Page 55 and 56: Productivity gains boost profitabil
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Page 62 and 63: Andreas Dill, CEO Oerlikon Advanced
Page 64 and 65: 4.0 Sustainability 1. Oerlikon prod
Page 66 and 67: 48 When a fine spray of fuel is fir
Page 68 and 69: 5.0 Compliance 1. In 2011, Oerlikon
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Page 76 and 77: 58 Stability and competence The Oer
Page 78 and 79: 60 Composition of the Board of Dire
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Page 86 and 87: 68 Leadership and accountability Th
Page 88 and 89: 70 Composition of the Executive Com
Page 94 and 95: 7.0 Remuneration report In this rem
Page 96 and 97: 78 Compensation of non-executive me
Page 100 and 101: 82 Share options Letter Information
Page 102 and 103: 8.0 Risk management 1. The 2011 enh
Page 104 and 105: Contents I. Operational review 1.0
Page 107 and 108: Key Figures Group Notes OC Oerlikon
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102 Expenses included in EBIT Key F
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104 Deferred taxes Key Figures Grou
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106 Financial investments Key Figur
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108 Property, plant and equipment i
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110 Key Figures Group Notes OC Oerl
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112 Intangible assets Previous year
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114 Post-employment benefit provisi
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116 Provisions in CHF million Key F
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118 Liquidity risk Key Figures Grou
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120 Credit risk Key Figures Group N
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122 Market risk Key Figures Group N
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124 Capital management Key Figures
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126 Related Party transactions Key
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128 Related Party transactions Memb
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130 Segment information Key Figures
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132 Companies by country Country Pr
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134 Report of the Statutory Auditor
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Key Figures Group Notes OC Oerlikon
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Contents I. Operational review 1.0
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9.0 Outlook for global markets Tren
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10.0 Research and development In 20
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166 Innovation highlights Oerlikon
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168 Oerlikon Vacuum MAGiNTEGRA: rob
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170 Oerlikon Coating INGENIA: the q
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11.0 Expanding the global footprint
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174 Oerlikon further expands in gro
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176 the greater the opportunity for
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Financial calendar March 5, 2012 An
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AB Applied Biosystems ∙ ABB ∙ A
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Annual Report 2011 (5.07 MB, PDF-File) - Oerlikon

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