Annual Report 2009 - Von Roll

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Financial Reporting 2009 – Statutory Financial Statements 2009 95Details of options held:Number 2009 2008Thomas LimbergerChairman of the Board and Chief Executive Officer 600,000 300,000Markus ScherbelChief Financial Officer 100,000 –Jürgen BremerChief Legal and HR Officer 100,000 100,000Andreas HartingChief Marketing Officer 200,000 100,000Total 1,000,000 500,000In 2007, a stock option plan for the Executive Management was introduced. Non-transferable stock options may begranted free of charge each year; however, there is no obligation to grant any options. The options may be exercisedat any time for a period of three years for a price determined at the grant date, if at the time of exercise, the executiveofficer is still employed by the company. A maximum of 50 % of the options granted may be exercised each year.The options can only be settled in shares (equity settlement). The potential commitment to provide shares for optionswill be covered solely by the purchase of shares on the stock exchange.In 2007, 500,000 options to acquire 500,000 shares were granted to the Executive Management. The exercise pricewas fixed at CHF 20. The issued options may be exercised from the grant date until 31 December 2010; however, only50 % may be exercised in 2007 and 2008, and 50 % in 2009.The options granted at that time are valued on the basis of the Black-Scholes option pricing model and have anaverage fair value of CHF 1.05. The volatility rate of 46 % is based on historically observed stock prices. The risk-freeinterest rate of 3.25 % is based on Swiss government bonds with similar maturities. The underlying dividend yield isexpected to be 1.06 %.In the reporting period, 500,000 options to acquire 500,000 shares were granted to the Executive Management. Theexercise price was fixed at CHF 12. The issued options may be exercised from the grant date until 31 December 2012;however, only 50 % may be exercised in 2009 and 2010, and 50 % in 2011.The options granted are valued on the basis of the Black-Scholes option pricing model and have an average fairvalue of CHF 0.95. The volatility rate of 43 % is based on historically observed stock prices. The risk-free interest rateof 2.32 % is based on Swiss government bonds with similar maturities. The underlying dividend yield is expected tobe 1.56 %.In the reporting period, corresponding personnel expenses were recognised to the amount of TCHF 350(2008: TCHF 194). Social security contributions related to options are chargeable only as of the exercise date. Taxesare to be borne by the option holder.No options were exercised in the reporting period, neither have any lapsed.
96 Financial Reporting 2009 – Statutory Financial Statements 2009On 31 December, members of the Board of Directors, members of the management team and parties related to themheld the following shares:Number 2009 2008Thomas LimbergerChairman of the Board andChief Executive Officer 100 100Guido EgliVice-Chairman of the Board of Directors 1,067 1,067Gerd AmtstätterMember of the Board of Directors 466,667 466,667Peter KalantzisMember of the Board of Directors 1,333 1,333Jürgen BremerChief Legal and HR Officer – 7,666Andreas HartingChief Marketing Officer 100 100Total 469,267 476,93310.| Risk assessmentThe Board of Directors and Executive Management attach a great deal of importance to dealing carefully with riskand extended their risk management systems in the reporting year. In addition to ensuring that comprehensive andeffective insurance cover is in place, risk management involves the systematic identification, assessment and reportingof strategic, operational and financial risk. Strategic risk is primarily assessed by the Board of Directors,while financial and operational risk is the responsibility of Executive Management. The Risk Officer reports toExecutive Management on risk management every six months. The Board of Directors is immediately advised ofrisks entailing a gross exposure in excess of CHF 25 million.Risk management is not only limited to the Group’s finances but includes all business segments and companies.Suitable management tools were assigned to identified risks. Risks were distinguished in accordance with theirsignificance in the key processes procurement, production and sales and in accordance with risks in support processessuch as IT, communications technology and Human Resources.The risk assessment carried out is based on information obtained in interviews with key staff. Risks are categorisedin accordance with the same framework as that used in the internal control system. For the top ten risks (includingthose which can lead to incorrect or fraudulent reporting), a detailed analysis of the probability of their occurringand their impact was carried out, which constitutes the basis for the introduction of a proportionate risk managementsystem.Risk management activities are focused on hedging currency and metal price risks and in managing receivables.New risks were also identified via direct contact between departments and the risk management team.11. | Significant events after the balance sheet dateOn 8 January 2010, Von Roll established Von Roll Water Holding AG, based in Breitenbach. The purpose of the entityis the acquisition, disposal and management of investments in existing and future industrial, commercial and financialcompanies of all types in Switzerland and abroad, in particular in the water, sewage and sludge sector aswell as in the field of renewable energy sources.
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SEGMENTSAPPLICATIONGeneratorsRotati
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MARKETSPower stations (gas, coal, w
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26 Corporate Governance1.1.31.21.3|
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28 Corporate GovernanceGuido EgliVi
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Annual Report 2009 - Von Roll

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