Annual Report 2010 - Meyer Burger Technology AG
Annual Report 2010 - Meyer Burger Technology AG
Annual Report 2010 - Meyer Burger Technology AG
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<strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>
The <strong>Meyer</strong> <strong>Burger</strong> Group<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd is one of the world’s leading<br />
providers of innovative systems and production lines for photovoltaics<br />
in the solar industry, and for the semiconductor and optics<br />
industries. The globally active technology group employs more<br />
than 1 200 people across three continents. In photovoltaics, <strong>Meyer</strong><br />
<strong>Burger</strong> offers its customers complete systems, comprehensive<br />
solutions and complementary technologies along the entire value<br />
chain including wafering, cells, modules and integrated solar systems.<br />
Mono/MulticSi Wafering Solar cells Solar modules Solar systems<br />
The systems, expertise and technologies of <strong>Meyer</strong> <strong>Burger</strong> Group are also deployed<br />
in the semiconductor and optical industries. The Group’s core competences encompass a<br />
broad range of production processes, machines and systems, which are used for the production<br />
of ultrathin, highquality wafers, for the inspection and measurement of solar cells,<br />
for laminating, soldering, and testing of solar modules and for buildingintegrated solar systems.<br />
The Group covers the most important technology steps in the value chain of photovoltaics<br />
with its products and solutions portfolio. A worldwide service network with wear and<br />
tear parts, consumables, regrooving services, process knowhow, aftersales service, training<br />
and other services completes the comprehensive product portfolio.
Wafering<br />
Cutting technologies,<br />
band saws, ID/OD saws,<br />
wire saws<br />
Solar cells<br />
Inspection systems,<br />
loading and unloading<br />
systems, sorting<br />
systems for solar cells<br />
Solar modules<br />
Fully automatic production<br />
lines for solar modules,<br />
fully automatic laminating<br />
lines<br />
Solar systems<br />
Solar systems for façades,<br />
roofs, shading solutions<br />
Customer services<br />
Global aftersales services<br />
Our Brands and Technologies<br />
Diamond wire technology,<br />
process consumables<br />
Customised solutions<br />
for cell handling<br />
Fully automatic string<br />
soldering machines,<br />
softtouch soldering<br />
process for solar cells<br />
Automation and<br />
robotic systems<br />
Fully automatic string<br />
soldering machines,<br />
softtouch soldering<br />
process for solar cells<br />
Testing systems for solar<br />
cells and modules<br />
Measurement and inspection<br />
systems, sorting<br />
systems for solar wafers<br />
Testing systems for solar<br />
cells and modules<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Customised solutions<br />
for wafer handling,<br />
automation technology<br />
SOLARIS<br />
Coating for cSi solar cells<br />
Powered by Oerlikon Systems
Key Figures<br />
Consolidated income statement<br />
in TCHF <strong>2010</strong> 2009<br />
Net sales<br />
826 005 420 943<br />
Gross profit 408 752 170 076<br />
in % of net sales 49.5% 40.4%<br />
EBITDA 187 535 63 323<br />
in % of net sales 22.7% 15.0%<br />
EBIT 127 851 41 314<br />
in % of net sales 15.5% 9.8%<br />
Group earnings 97 949 29 177<br />
Consolidated balance sheet<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Total assets<br />
1 066 799 460 195<br />
Current assets 624 564 283 745<br />
Longterm assets 442 234 176 450<br />
Current liabilities 372 300 178 178<br />
Noncurrent liabilities 51 572 85 730<br />
Equity 642 927 196 287<br />
Equity ratio 60.3% 42.7%<br />
Net sales<br />
in CHF million<br />
800<br />
600<br />
400<br />
200<br />
0<br />
2007<br />
2008<br />
2009<br />
<strong>2010</strong><br />
EBITDA<br />
in CHF million<br />
200<br />
150<br />
100<br />
50<br />
0<br />
2007<br />
2008<br />
2009<br />
<strong>2010</strong><br />
Total balance sheet<br />
in CHF million<br />
1200<br />
900<br />
600<br />
300<br />
0<br />
2007<br />
2008<br />
2009<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
<strong>2010</strong><br />
Equity<br />
in CHF million<br />
600<br />
450<br />
300<br />
150<br />
0<br />
2007<br />
2008<br />
2009<br />
<strong>2010</strong>
Table of Contents<br />
2 Letter to Shareholders<br />
<strong>Report</strong> to Fiscal Year <strong>2010</strong><br />
10 Management discussion and analysis of results <strong>2010</strong><br />
18 <strong>Meyer</strong> <strong>Burger</strong> Group strategy<br />
19 Our Global Presence<br />
20 Core competences of <strong>Meyer</strong> <strong>Burger</strong> Group<br />
28 Sustainability<br />
34 Milestones<br />
Corporate Governance<br />
36 Group structure and shareholders<br />
39 Capital structure<br />
46 Board of Directors<br />
58 Executive Board<br />
62 Compensation, shareholdings and loans<br />
64 Shareholders’ participation rights<br />
65 Change of control and defence measures<br />
66 Auditors<br />
67 Information policy<br />
Financial <strong>Report</strong><br />
70 Consolidated balance sheet<br />
71 Consolidated income statement<br />
72 Consolidated statement of other comprehensive income<br />
73 Consolidated cash flow statement<br />
74 Consolidated statement of changes in equity<br />
76 Notes to the consolidated financial statements<br />
138 <strong>Report</strong> of the auditors<br />
140 Balance Sheet<br />
141 Income statement<br />
142 Notes to the financial statements<br />
147 Proposal by the Board of Directors for the allocation of retained earnings<br />
148 <strong>Report</strong> of the auditors<br />
Other information<br />
150 Five-year summary<br />
151 Information for investors and media<br />
152 Addresses
2<br />
Peter M. Wagner<br />
Chairman<br />
Peter Pauli<br />
Chief Executive Officer<br />
Letter to Shareholders<br />
Dear Shareholders<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
<strong>2010</strong> was once more a recordbreaking year for <strong>Meyer</strong> <strong>Burger</strong> Group. An organic<br />
sales growth of 62%, the successful integration of the 3S Group companies, surpassing the<br />
CHF 1 billion mark in incoming orders and order backlog for the first time in the company’s<br />
history, and robust operating results are highlights in <strong>2010</strong> that we are proud of. <strong>Meyer</strong> <strong>Burger</strong><br />
is a healthy, innovative technology Group, with a strong balance sheet, high cash flows,<br />
attractive profit margins and interesting prospects for continuing strong, sustainable growth.<br />
With the large order backlog at yearend, surpassing the CHF one billion mark in sales will<br />
just be a matter of time during 2011.<br />
Rising demand for energy – solar power to be a key part of the solution<br />
Global demand for energy will continue to rise in the coming years. Estimates by<br />
respected, independent institutions such as the International Energy Agency (IEA) anticipate<br />
that global primary energy consumption will increase by 36% between 2008 and 2035, corresponding<br />
to an average annual growth rate of approximately 1.2%. Electricity consumption<br />
will increase by 2.2% per annum over the same period. The market share of technologies that<br />
use renewable energy will climb rapidly. Fossil fuels, such as crude oil, will become more<br />
expensive as supplies are finite, and climate change in particular means that alternative<br />
technologies will have to be used to a greater extent for the generation of electricity. With its<br />
technologies, processes and systems, <strong>Meyer</strong> <strong>Burger</strong> Group is active along the entire value<br />
chain of photovoltaics and thereby directly influences a further reduction in production costs<br />
and cost of electricity from renewables for the end users.<br />
Governments and politicians all around the world are faced with the challenge of<br />
adopting an environmentalfriendly energy mix. The range of programmes for solar power<br />
and other renewable energy solutions that have been launched in major countries such as<br />
China, the USA and India as well as in many European countries, underlines the changes in<br />
attitude in this direction. That countries like Germany or Spain cut their feedin tariffs for the<br />
time being, is in our opinion a direct result of the government deficits due to the economic<br />
and financial crisis of 2008/2009. We anticipate that this will result in a market consolidation<br />
among manufacturers and distributors of solar cells in the next few years. Nevertheless, the<br />
dynamic development of the solar industry as a whole will remain uninterrupted.
Additional technological advances are needed in the industry in order to further<br />
reduce the production costs of solar systems and to achieve grid parity as soon as possible.<br />
We believe that in certain countries grid parity could already be reached in 2012. With its<br />
strong strategic market position, <strong>Meyer</strong> <strong>Burger</strong> will continue to profit from the expected<br />
increasing demand. We will continuously expand our technological edge. The financial<br />
situation of our Group also allows us additional growth through targeted valueenhancing<br />
acquisitions.<br />
Strong, profitable growth in <strong>2010</strong><br />
In <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> Group recorded CHF 1,329.8 million in incoming orders<br />
(2009: CHF 193.7 million). The order backlog also surpassed the CHF 1 billion mark for the<br />
first time in the company’s history, amounting to CHF 1,048.5 million as of 31 December <strong>2010</strong><br />
(2009: CHF 516.4 million). Net sales rose by 96% to CHF 826.0 million (2009: CHF 420.9<br />
million). The organic growth rate – achieved by the companies that were already within the<br />
scope of consolidated in 2009 – reached 62%. This underlines the strong market position of<br />
our Group, and our excellent performance.<br />
Profitability also increased sharply. EBITDA rose by 196% to CHF 187.5 million<br />
(2009: CHF 63.3 million), representing an EBITDA margin of 22.7% (2009: 15.0%). Group<br />
earnings amounted to CHF 97.9 million (2009: CHF 29.2 million). Total assets reached<br />
CHF 1,066.8 million as of 31 December <strong>2010</strong> (2009: CHF 460.2 million) and equity amounted<br />
to CHF 642.9 million (2009: CHF 196.3 million), representing an equity ratio of 60.3%.<br />
<strong>Meyer</strong> <strong>Burger</strong> Group is active in an industry that will continue to be characterised by<br />
strong growth and innovation among the market leading companies. The Board of Directors<br />
therefore proposes to the <strong>Annual</strong> General Meeting on 21 April 2011 that retained earnings be<br />
carried forward to finance further growth of our Group.<br />
Net sales CHF<br />
826.0 M<br />
3
4<br />
Successful integration of the 3S companies<br />
Integration of the business activities of the 3S Group companies (merger in January<br />
<strong>2010</strong>) proceeded according to plan and was completed by yearend of <strong>2010</strong>. The integration<br />
took place in 16 key projects. During the first half of the year, we also adapted the brand ar<br />
chitecture of our Group by launching a consistent brand image for all of the different technol<br />
ogies within the Group during March <strong>2010</strong>. Our Group companies’ websites were also rede<br />
signed as part of this process and now represent a unified brand architecture.<br />
In autumn <strong>2010</strong>, we acquired two longterm strategic sales and service partners in<br />
the USA (SGS Slicing Solutions Inc., Colombia, New Jersey, and SGS Machine Tool, LLC,<br />
Hillsboro, Oregon), as part of an asset purchase agreement. This strengthened <strong>Meyer</strong> <strong>Burger</strong><br />
Group’s sales and service organisation in the USA and allows us to serve this market from<br />
two new sites – in addition to Diamond Materials Tech, Inc., which we acquired in 2009.<br />
Outlook<br />
<strong>Meyer</strong> <strong>Burger</strong> enjoys an excellent position along the value chain of the solar industry.<br />
With our strong presence in Asia and Europe, we benefit from the capacity expansions by<br />
solar cell manufacturers. For fiscal year 2011, we are planning to achieve further strong sales<br />
growth, with net sales of around CHF 1,200 million and an EBITDA margin of around 20%.<br />
These forecasts are based on the assumption that the economic conditions will remain<br />
largely stable and our customers will be able to realise their infrastructure projects as planned.<br />
We remain very positive on a longterm view. We firmly believe that the solar industry<br />
will meet a high proportion of the world's energy needs in future, as an efficient and environmentally<br />
sound source of energy. It is our firm intention to play a key role in further developing<br />
our market and the necessary technologies. <strong>Meyer</strong> <strong>Burger</strong> has the potential and<br />
financial strength to continue on the course of exponential growth of recent years, through<br />
both organic growth and targeted acquisitions.<br />
Personal comments and thanks<br />
As part of the merger with 3S in January <strong>2010</strong>, the Board of Directors of <strong>Meyer</strong><br />
<strong>Burger</strong> Group was expanded by three members who had previously served on the Board of<br />
3S Group: Rudolf Samuel Güdel, Rolf Wägli and Prof. Dr. Konrad Wegener. Peter Pauli and<br />
Prof. Dr. Eicke Weber stepped down from the Board of Directors on the date of the successful<br />
merger. Peter Pauli continues to act as CEO of our Group. The newly expanded<br />
Executive Board includes Dr. Patrick HoferNoser, Michel Hirschi and Sylvère Leu. Prof. Dr.<br />
Eicke Weber also remains closely involved with the company, and has been in charge of<br />
the newly established <strong>Technology</strong> Advisory Board since February <strong>2010</strong>. The Advisory Board<br />
supports the Board of Directors and the Executive Board with regards to development trends<br />
in solar energy, and new processes and technological solutions.<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>
The success and repeated dynamic development of our Group in <strong>2010</strong> reflects the<br />
high motivation and outstanding achievements of our employees. On behalf of the entire<br />
Board of Directors and the Executive Board, we would like to express our special thanks<br />
and our highest appreciation. We also thank our customers and suppliers for working with us<br />
and for the trust that they place in our company. We would also like to thank you, our shareholders,<br />
for your confidence in and loyalty to our company. We look forward to sharing a<br />
successful future with you.<br />
Peter M. Wagner Peter Pauli<br />
Chairman Chief Executive Officer<br />
5
PlanetSolar – a project to protect the earth<br />
Circumnavigation of the globe in a solar-powered boat equipped with a<br />
silent, emission-free engine will enable PlanetSolar to display the true potential of<br />
photovoltaic energy technology.<br />
With this project, the PlanetSolar team aims to demonstrate that current<br />
solar technology is reliable and efficient, while giving research into renewable<br />
energies a decisive boost. PlanetSolar has already helped to push forward tech-<br />
nological developments in various areas – such as the manufacture of composite<br />
materials or the production and storage of solar energy or solar power. Each stage<br />
of the project and each day at sea will contribute to scientific progress in solar<br />
technology.<br />
First roundtheglobe solar boat expedition<br />
Pasan SA, a member of <strong>Meyer</strong> <strong>Burger</strong> Group, actively supports PlanetSolar as an<br />
official scientific partner with many years of experience and know-how in measure-<br />
ment technology for solar modules. We are proud to contribute our expertise to the<br />
Swiss PlanetSolar expedition in the first solar-powered circumnavigation of the<br />
globe by sea.
© PlanetSolar <strong>2010</strong>
© Schweizer Solarpreis <strong>2010</strong> / Solar Agentur Schweiz<br />
Klein Matterhorn – Europe’s highest solar power plant<br />
At an altitude of just under 4 000 metres, the façade of the Klein Matterhorn<br />
Glacier Paradise restaurant, built in accordance with the latest environmental stand-<br />
ards, produces the electricity required to run the gastronomy.<br />
Never before has a building-integrated photovoltaic system of this kind<br />
been constructed in Europe at such an altitude. With an installed capacity of 22 kilo-<br />
watts, the electricity generated on the Klein Matterhorn is roughly equivalent to the<br />
annual consumption of twelve households.<br />
Sustainable lowemission construction in the Alps<br />
The high-precision lamination technology of 3S Modultec, a member of <strong>Meyer</strong> <strong>Burger</strong><br />
Group, ensures a long service life for the modules even under the extreme weather<br />
conditions prevailing on the Klein Matterhorn. The new restaurant opened by Zermatt<br />
Bergbahnen is an excellent example of how environmental pollution can be reduced<br />
through modern, sustainable construction. Solar modules from our company provide<br />
the electricity for restaurant visitors and alpinists at this lofty height.
10<br />
Order backlog CHF<br />
1,048.5 M<br />
Net sales by region<br />
in <strong>2010</strong><br />
Asia 76%<br />
Europe 17%<br />
America 7%<br />
<strong>Report</strong> to the Fiscal Year <strong>2010</strong><br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Management discussion and analysis of results <strong>2010</strong><br />
The solar industry recovered significantly during <strong>2010</strong>, following a very difficult<br />
market environment in 2009, when the global economic crisis and limited credit availability<br />
affected the financing of large projects. It became already evident during the first half of<br />
<strong>2010</strong> that large projects, which will substantially increase manufacturing capacities at solar<br />
cell producers in the years 2011–2013, received financial backing at normal conditions again.<br />
This trend was further confirmed during the second half of the year.<br />
<strong>Meyer</strong> <strong>Burger</strong> succeeded in concluding a number of major orders in this environment.<br />
In total, the Group recorded CHF 1,329.8 million in new orders, compared with<br />
CHF 193.7 million in the previous year. For the first time in the company’s history, incoming<br />
orders and order backlog surpassed the CHF 1 billion mark. As of 31 December <strong>2010</strong>, the<br />
order backlog amounted to CHF 1,048.5 million, which once more provides an excellent<br />
basis for the business performance in the upcoming two years.<br />
Sales<br />
Net sales rose by 96% to CHF 826.0 million compared to CHF 420.9 million in<br />
2009. The increase in sales was based on 62% organic growth and 34% growth as a result<br />
of M&A activities. Sales grew most rapidly in Asia (+150%), which continues to be the most<br />
important customer region with 76% of net sales (percentage of sales in 2009: 60%). Europe<br />
provided 17% of net sales (change in sales of (4)%; percentage of sales in 2009: 34%), while<br />
customers in the USA accounted for 7% (growth of +144%; percentage of sales in 2009:<br />
6%).<br />
Gross profit<br />
Gross profit more than doubled yearonyear to CHF 408.8 million compared to<br />
CHF 170.1 million in 2009. The gross margin for the period rose to 49.5% from 40.4% in<br />
2009. The increase in margin was mainly due to very high production volumes at the manufacturing<br />
sites in Thun and Zülpich, which resulted in leverage on fixed production costs. This<br />
effect was further supported by general process optimisation, as well as a slightly changed<br />
product mix.<br />
Operating costs<br />
As of 31 December <strong>2010</strong>, the Group employed 1,276 people on a fulltime basis, an<br />
increase of 73% compared with 31 December 2009. The increase by a total of 538 employees<br />
includes 311 positions resulting from the merger with 3S Group and the acquisition<br />
of the SGS companies in the USA. The remaining 227 posts are newly created positions,<br />
mainly in production, research and development and in the aftersales services of the Group’s<br />
service companies. In addition, 255 temporary employees (as of yearend <strong>2010</strong>) were hired,<br />
predominantly in the second half of <strong>2010</strong>. Personnel expenses for the year rose to CHF 133.9<br />
million compared with CHF 66.8 million in the previous year.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Operating expenses increased to CHF 87.4 million during the reporting period,<br />
compared with CHF 40.0 million in 2009. This increase was primarily due to volumerelated<br />
higher transportation costs, additional costs arising from the expansion of the Group, and<br />
M&A expenses in conjunction with the merger with 3S Industries Ltd in January <strong>2010</strong>.<br />
EBITDA and EBIT<br />
EBITDA amounted to CHF 187.5 million with a margin of 22.7% in <strong>2010</strong>, compared<br />
with EBITDA of CHF 63.3 million and a margin of 15.0% in the previous year. Depreciation,<br />
amortisation and impairments during <strong>2010</strong> totalled CHF 59.7 million, including CHF 47.1 million<br />
for scheduled amortisation of intangible assets, which mainly relate to the acquisitions<br />
(Hennecke, AMB Automation and Diamond Wire), and to the merger with 3S Industries Ltd<br />
(3S Modultec, 3S Photovoltaics, Somont and Pasan).<br />
At EBIT level, <strong>Meyer</strong> <strong>Burger</strong> Group increased its profit by 209% to CHF 127.9 million<br />
compared with CHF 41.3 million in 2009. The EBIT margin grew by 5.7 percentage points to<br />
15.5%.<br />
Financial result and taxes<br />
The decline of the Euro and the US Dollar against the Swiss Franc (Euro (16.2)%,<br />
US Dollar (9.3)%) compared with yearend 2009 led to a substantially lower valuation of<br />
intercompany loans made by <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd to foreign subsidiaries as of the<br />
balance sheet date 31 December <strong>2010</strong>. The financial expenses of CHF 37.6 million include<br />
unrealised foreign exchange rate losses of CHF 31.6 million net, which predominantly related<br />
to the intercompany loans. Interest expenses during the reporting period came to CHF 3.5<br />
million, compared with CHF 0.9 million in the previous year.<br />
In the first half of <strong>2010</strong>, the federal and cantonal tax authorities granted tax relief<br />
of 50% on federal, cantonal, municipal and church taxes to the subsidiary MB Wafertec<br />
(<strong>Meyer</strong> <strong>Burger</strong> Ltd). The tax relief was granted retroactively to 1 January 2008 and for a<br />
period of 10 years. The tax relief resulted in a nonrecurring positive effect on income taxes<br />
of CHF 9.6 million (tax credit for years 2008 and 2009) and in a reduction in tax expenses<br />
of CHF 14.1 million for <strong>2010</strong>. In total, the income statement for <strong>2010</strong> includes recognised<br />
tax income of CHF 4.6 million, compared to a tax expense of CHF 10.1 million for the previ<br />
ous year.<br />
Group earnings<br />
Earnings for <strong>2010</strong> amounted to CHF 97.9 million, compared to CHF 29.2 million in<br />
the previous year. This corresponds to diluted earnings per share of CHF 2.18, compared<br />
to CHF 0.94 in 2009. As in previous years, the Board of Directors will propose to the <strong>Annual</strong><br />
General Meeting on 21 April 2011 that the retained earnings shall be carried forward in order<br />
to finance continued growth.<br />
EBITDA margin<br />
22.7%<br />
11
12<br />
Equity ratio<br />
60.3%<br />
Balance sheet<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
As a result of the merger with 3S Industries Ltd in January <strong>2010</strong> and the excellent<br />
result in <strong>2010</strong>, the balance sheet increased strongly, reaching total assets of CHF 1,066.8 mil<br />
lion as of 31 December <strong>2010</strong>. The high amount of cash and cash equivalents and the sound<br />
cash flows allowed the Group to make an early repayment of CHF 29.2 million in June <strong>2010</strong><br />
and a further repayment of USD 20 million in September <strong>2010</strong> on the syndicated loan that<br />
was agreed in September 2009. In addition, a further CHF 6.9 million in bank liabilities was<br />
repaid. Despite these repayments, cash and cash equivalents amounted to CHF 393.5 million<br />
as of 31 December <strong>2010</strong>. Compared to the substantial increase in sales, inventories and<br />
trade receivables only increased slightly. In conjunction with the merger with 3S Industries<br />
Ltd, the Group acquired intangible assets in an amount of CHF 326.2 million. Mainly as a<br />
result of the excellent earnings (CHF 97.9 million) and the capital increase in conjunction with<br />
the merger with 3S Industries Ltd, equity increased to CHF 642.9 million from CHF 196.3 million<br />
in the previous year. The equity ratio rose to 60.3% from 42.7% as of yearend 2009. The<br />
balance sheet of <strong>Meyer</strong> <strong>Burger</strong> Group by the end of <strong>2010</strong> is entirely free of debt, very solid<br />
and healthy.<br />
Cash flow<br />
The Group generated an operating cash flow of CHF +347.5 million, compared<br />
to CHF +55.3 million in the previous year. The very strong cash flow is mainly due to high<br />
volumes of sales, positive developments in the margins and a substantial decrease in net<br />
working capital. The decrease in net working capital is mainly a result of the increase in customer<br />
payments and an optimised management of inventories.<br />
Cash flow from investing activities amounted to CHF +10.1 million, compared with<br />
CHF (50.8) million in 2009. The merger with 3S Industries Ltd resulted in an increase in cash<br />
and cash equivalents of CHF 46.9 million. The Group paid CHF 24.9 million in cash and<br />
CHF 14.5 million by issuing shares of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd for the acquisition of the<br />
remaining 34% participation in Hennecke Systems GmbH. Capital expenditure in property,<br />
plant and equipment during <strong>2010</strong> reached CHF 13.3 million, net.<br />
Cash flow from financing activities was CHF (53.6) million, compared with<br />
CHF +48.9 million in 2009. Due to the positive development of the cash situation, the Group<br />
repaid financial liabilities in a total amount of CHF 57.0 million during <strong>2010</strong>.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Currency risks<br />
<strong>Meyer</strong> <strong>Burger</strong> Group recorded approximately 70% of its net sales in Swiss Francs<br />
during fiscal year <strong>2010</strong>. As major subsidiaries are located in Switzerland (MB Wafertec in<br />
Thun; 3S Modultec and 3S Photovoltaics in Lyss; Pasan in Neuchâtel), a large proportion of<br />
production is also based in the same country. <strong>Meyer</strong> <strong>Burger</strong> aims to achieve a high proportion<br />
of its sales in the same currencies that the individual subsidiaries deliver their production<br />
services, in order to limit currency risks as much as possible through a process of natural<br />
hedging. To hedge against residual currency risks, the company uses forward contracts.<br />
<strong>Meyer</strong> <strong>Burger</strong> does not hedge against foreign currency risks on the carrying amounts of foreign<br />
subsidiaries or on the conversion of the earnings of foreign companies.<br />
At constant exchange rates, net sales in fiscal year <strong>2010</strong> would have been approximately<br />
CHF 12.9 million higher than in the previous year (average exchange rates of the<br />
Euro and US Dollar declined by about 8.4% and 3.7%, respectively, compared with the previous<br />
year).<br />
Markets and customers<br />
In general, the solar industry was considerably more robust in <strong>2010</strong> than during the<br />
economically difficult year 2009. Global expansion in photovoltaic capacity in <strong>2010</strong> doubled<br />
to over 15 GW compared with 7.2 GW at the end of 2009 (source: EPIA Global Market<br />
Outlook for PV to 2014).<br />
However, the dynamic growth in the photovoltaic sector varied between the individual<br />
regional markets. In Asia, especially in the markets of China, India and South Korea, customers<br />
recovered most rapidly from the previous year’s economic difficulties and were again<br />
successful in securing the financing for various large projects at normal conditions. The clear<br />
position of the Chinese government with its “Golden Sun” subsidies programme for solar<br />
energy has given this market additional momentum ever since the programme, which plans<br />
for 20 GW until the year 2020, was announced. In Europe, the largest manufacturers of crystalline<br />
silicon solar cells are still to be found in Germany. The announced reductions of up to<br />
15% for feedin tariffs in Germany’s Renewable Energies Act (EEG) have not yet led to any<br />
major decline in demand by end users. In general, capacities among German cell manufacturers<br />
were also expanded during <strong>2010</strong>.<br />
<strong>Meyer</strong> <strong>Burger</strong> further developed its already strong market position in Asia and<br />
Europe in <strong>2010</strong>. Due to the sustained high levels in demand for <strong>Meyer</strong> <strong>Burger</strong>’s slicing and<br />
sawing systems as well as for Hennecke’s measurement technologies and inspection systems,<br />
the sales and customerservice organisation in China was further expanded. The fact<br />
that customer proximity and an excellent aftersales service are key to generating and maintaining<br />
customer satisfaction was confirmed by the “Supplier of the Year” award, which we<br />
received in <strong>2010</strong> from Trina Solar, an internationally recognised manufacturer of mono and<br />
multicrystalline photovoltaic modules in China.<br />
Net sales<br />
by currency<br />
in <strong>2010</strong><br />
CHF 70%<br />
EUR 22%<br />
USD 6%<br />
Other 2%<br />
13
14<br />
Logo Corporate Brand<br />
Wafer sun<br />
Claim<br />
Brand<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
The <strong>Meyer</strong> <strong>Burger</strong> brand<br />
<strong>Meyer</strong> <strong>Burger</strong> has a brand management strategy that conveys and embodies the<br />
unique nature and characteristics of the technology group within its strategic business areas.<br />
Following the merger with 3S Industries Ltd, the previously different brand images<br />
of the individual subsidiaries were unified. Within its own brand architecture, <strong>Meyer</strong> <strong>Burger</strong><br />
has developed a new umbrella brand and a system of logos. The logo consists of three<br />
elements – the brand image of a wafer sun, the corporate brand name and the brand’s<br />
claim. The brand image is an arrangement of solar cells or wafers. The range of colours<br />
of the wafer sun that depict the sun together with the corporate and technology<br />
brand emphasise the corresponding corporate identity and the variety of industrial appli<br />
cations. Each subsidiary can thus have its own individual market appearance, while the<br />
connection of the shared wafer sun logo identifies each company as forming part of the<br />
<strong>Meyer</strong> <strong>Burger</strong> Group.<br />
The new brand policy was launched in March <strong>2010</strong>. The brand image and the corresponding<br />
corporate brand names are trademarked throughout the world. The umbrella<br />
brand <strong>Meyer</strong> <strong>Burger</strong> and the Group’s technology brands enjoy an excellent reputation and<br />
high degree of recognition within the industry. Additional public relations and advertising<br />
measures are used to further strengthen and underpin the brand recognition.<br />
Production<br />
In <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong>’s production facilities once again achieved an excellent industrial<br />
performance. At MB Wafertec in Thun, production output almost tripled in a yearonyear<br />
comparison. Even compared with the previous record year 2008, the number of machines<br />
manufactured in <strong>2010</strong> represented an increase of 57%. In December <strong>2010</strong>, MB Wafertec surpassed<br />
the 1,000machine threshold for the first time in the company’s history. This achievement<br />
was reached thanks to ongoing analysis and optimisation of the entire manufacturing<br />
process. Ongoing analysis and optimisation is a daytoday activity in our production facilities,<br />
allowing MB Wafertec to increase its production output and reduce assembly lead time<br />
as far as possible.<br />
With modularised machine components, optimised logistics and assembly processes,<br />
and increasing efficiencies throughout the production process, the time required to<br />
handle an order for a wire saw from the start of a customer order through to being ready for<br />
shipping is just four weeks. The lead time within the final assembly stage has been reduced<br />
to five days. At the beginning of 2011, MB Wafertec is producing up to 35 sawing systems<br />
per week. Our objective is to further expand capacities and raise production to up to 40 saws<br />
per week in the shortterm.<br />
In the entire <strong>Meyer</strong> <strong>Burger</strong> Group, 1,421 machines and systems were produced in<br />
<strong>2010</strong>, which represents an increase of 238% compared with the previous year.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Innovation<br />
As a globally active technology group, <strong>Meyer</strong> <strong>Burger</strong> views innovation as a core<br />
element of its successful business strategy. With outstanding research and development,<br />
the Group continuously sets new benchmarks for production methods and processes that<br />
are used in photovoltaics.<br />
In the wafering process, sawing technologies and systems with diamond wire have<br />
undergone further development and improvements. The BrickMaster – a diamondwire saw<br />
specially developed by MB Wafertec to cut silicon blocks into process optimised brick shapes<br />
– was successfully introduced in the market during <strong>2010</strong> and penetration in the high volume<br />
markets of Asia was very positive. The qualification of the diamond wire for the core process<br />
of wafering as well as the industrialisation of the diamondwirewafering process was pushed<br />
by strong support of research and development within MB Wafertec. The success confirms<br />
to <strong>Meyer</strong> <strong>Burger</strong> that our organisation supports the market with the right advanced technologies<br />
such as the diamond wire technology and at the same time helps leading solar cell<br />
manufacturers to reduce the total cost of ownership within the value chain of photovoltaics.<br />
With the introduction of diamond wire for the wafering process, another technology of our<br />
Group will develop into an important and recurring source of sales.<br />
A further focus of innovation is in combining individual technologies along the value<br />
added chain. With its comprehensive portfolio of technologies in wafering (MB Wafertec,<br />
Diamond Materials Tech (Consumables), MB Robotics, Hennecke, AMB Automation), in solar<br />
cells (Hennecke, AMB Automation, Solaris, Pasan), in solar modules (3S Modultec, Somont,<br />
Pasan) and in solar systems (3S Photovoltaics), <strong>Meyer</strong> <strong>Burger</strong> Group is represented in the key<br />
technology processes along the entire value chain of photovoltaics, and clearly distinguishes<br />
itself from its competitors. In <strong>2010</strong>, various sales activities for integrated systems within the<br />
Group have led to joint customer contracts, particularly for MB Wafertec (saw technologies)<br />
in combination with Hennecke (measurement and inspection systems), and between the<br />
module line companies Somont (stringer systems), 3S Modultec (laminators) and Pasan (sun<br />
simulating systems).<br />
15
16<br />
Planned new complex of<br />
buildings of MB Wafertec in Thun.<br />
Light grey:<br />
2 nd stage of construction<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Capital expenditure<br />
<strong>Meyer</strong> <strong>Burger</strong> Group invested CHF 40.6 million in research and development<br />
during <strong>2010</strong>. This represents around 5% of net sales. Costs for research and development<br />
are not capitalised in the balance sheet, but recognised as expenses in the income<br />
statement. In total, 197 employees were engaged in research and development in the year<br />
under review.<br />
Capital expenditure in property, plant and equipment amounted to a gross amount<br />
of CHF 16.5 million in <strong>2010</strong> (net: CHF 13.3 million). For 2011/2012, additional capital expenditure<br />
of around CHF 50 million is expected, in connection with the first stage of construction for<br />
the new headquarters in Thun (approximately half of the amount in 2011, the other half in<br />
2012). In November <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> was granted the final building permit for this new<br />
complex of buildings, and the groundbreaking ceremony was held in January 2011. The first<br />
stage of construction will result in a production and office facility for 600 to 700 employees, on<br />
a total land area of around 30,000 m2 . It is scheduled for completion and occupation by the<br />
end of Q1, 2012. The design is based on the latest innovations in building construction and<br />
energy management, and targets optimised energy efficiency. <strong>Meyer</strong> <strong>Burger</strong> has set itself the<br />
goal of keeping energy consumption as low as possible, while also striving for a high energy<br />
recovery. Once the entire building complex has been built and is in use for a longer period of<br />
time, it will be possible to measure the achieved energy parameters, which will be the case for<br />
the first time in 2013. The first stage of construction will take up around two thirds of the available<br />
land area. The planning phase for the second stage of construction has already started<br />
too.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Risk management<br />
<strong>Meyer</strong> <strong>Burger</strong> uses various risk management instruments to assess and manage<br />
the strategic, financial and operational risks of the Group. The Board of Directors has primary<br />
responsibility for evaluating strategic risks. Financial and operational risks are mainly assessed<br />
by the Executive Board of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. Regular risk reports are submitted<br />
to the Board of Directors. Risk management is integrated within the company’s management<br />
processes, and involves in particular, the areas of Planning, Finance & Controlling, Internal<br />
Audit, Production & Logistics, Research & Development, Product Management, Sales, IT,<br />
Corporate Communications, Human Resources, and external tax and legal consulting. Occupational<br />
safety is of core importance to <strong>Meyer</strong> <strong>Burger</strong>. Through careful analysis of operating<br />
procedures and the provision of employee training, the Group minimises risks and achieves<br />
a high degree of process safety. Occupational safety as a topic is covered in detail on page<br />
33 of this <strong>Annual</strong> <strong>Report</strong>. For more detailed information on financial risk management, please<br />
see Note 3 on page 93ff, in the financial statements.<br />
Targets and outlook for 2011<br />
The longterm trend in favour of renewable sources of energy will be sustained. The<br />
solar industry will continue to enjoy strong growth, and will make a key contribution in the<br />
future to providing an efficient, nonpolluting source of energy for the world. The industry still<br />
faces the challenge of making further cuts to the cost of solar electricity so that the aim of grid<br />
parity can be achieved as quickly as possible. The technologies developed by <strong>Meyer</strong> <strong>Burger</strong><br />
Group will contribute to this process.<br />
With its extraordinarily strong presence in Asia and Europe, <strong>Meyer</strong> <strong>Burger</strong> is able to<br />
profit from the substantial expansion of photovoltaic capacities. With a healthy order backlog<br />
of about CHF 1,050 million, the company has made a very positive start into fiscal year 2011.<br />
Assuming that the economic conditions will remain relatively stable and that our customers<br />
will be able to carry out their expansion plans without major disruption, we anticipate net<br />
sales for 2011 of approximately CHF 1.2 billion and an EBITDA margin of around 20%.<br />
17
18<br />
Our focus<br />
Photovoltaics<br />
Lean organisation,<br />
decentralised management<br />
Fast<br />
decision-making<br />
<strong>Meyer</strong> <strong>Burger</strong> Group Strategy<br />
Market leadership along the value chain in photovoltaics<br />
<strong>Meyer</strong> <strong>Burger</strong> is a world leading specialist in innovative systems and processes for<br />
cutting and handling crystalline and other highgrade materials. With its precision products<br />
and technologies, the Group has made a name for itself as an international premium brand in<br />
the photovoltaic industry. Our range of products and services covers the entire value chain in<br />
photovoltaics, including the production processes of wafering, solar cells, solar modules and<br />
solar systems. Our focus on the entire value chain enables us to develop technical innovations<br />
and align products and technologies in such a way that our customers’ manufacturing<br />
costs and their cost of ownership will be reduced continuously.<br />
The four pillars of our corporate strategy<br />
Solutions provider<br />
Our thinking as well as our research and development efforts, are focused on systems and<br />
processes. This allows us to continually set new standards for production processes in the<br />
photovoltaics industry. We offer our customers integrated systems and dedicated solution<br />
packages. We implement customer specific process control and supervising systems that<br />
span across different processes. By combining our process knowhow and close customer<br />
process support with our serviceoriented machinery and systems business and our logisticsdriven<br />
consumables business, we provide substantial added value for our customers.<br />
Technological leadership<br />
We take an active part in shaping the industrial processes of the future and setting standards<br />
in the photovoltaics industry. At the same time, we evaluate and implement new technologies<br />
that can be used to achieve additional economies of scale, thus reducing the cost of ownership<br />
for our customers and the costs per kWh for solar power.<br />
Ahead of the market<br />
The market drives our product offering. We reach fastest time to market. We follow a consistent<br />
approach of optimising the level of modularisation and offering the best in terms of logistics<br />
for machinery and systems. Modularisation reduces the number of components used,<br />
which in turn optimises production time and costs and, combined with efficient logistics,<br />
leads to reduced production throughput times. We continually strengthen our service network,<br />
by expanding our range of value added services.<br />
Lean organisation<br />
<strong>Meyer</strong> <strong>Burger</strong> is an innovative and modern employer, with a corporate culture characterised<br />
by openness. Our streamlined organisational structure and short decisionmaking paths<br />
serve to promote an understanding of personal and corporate responsibility of the management<br />
and the workforce as a whole. The companies in our Group assume responsibility as<br />
centres of excellence for their technologies. Our decentralised corporate structure allows us<br />
to achieve the highest levels of flexibility and profitability. With a strict vertical financial management,<br />
combined with horizontal interlinkage of competencies, we optimise our own<br />
resources.<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Our Global Presence<br />
<strong>Meyer</strong> <strong>Burger</strong> companies<br />
USA<br />
Colorado Colorado Springs; New Jersey Columbia; Oregon Hillsboro<br />
Europe<br />
Switzerland Baar, Lyss, Neuchâtel, Thun; Germany Langenfeld, Langweid, Umkirch, Wurzen, Zülpich;<br />
Norway Porsgrunn; Spain Barcelona<br />
Asia<br />
China Shanghai; India Pune; Japan Tokyo; Korea Seoul; Singapore Singapore; Taiwan Taoyuan County<br />
19
20 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Core Competences of <strong>Meyer</strong> <strong>Burger</strong> Group<br />
Wafering<br />
Thinnest wires cut thinnest solar wafers<br />
MB Wafertec specialises in cutting technologies and processes for hard and brittle materials.<br />
Band, cropping and wire saws are used to cut highgrade silicon, sapphire or other crystals<br />
into ultrathin wafers, prisms and other shapes. Our machines meet the highest quality<br />
require ments with each single cut. Reliable cutting processes with 140 to 200 μm wire guar<br />
antee mass production in the photovoltaics industry. MB Wafertec’s advanced wire saw tech<br />
nologies already qualify for wire strength ranging from 100 to 120 μm today.<br />
Diamond wire technology for bricking and wafering<br />
Diamond Wire develops and produces diamond wire that is used for cutting multicrystalline<br />
silicon ingots into solar bricks and in a followup process cutting them into ultrathin solar<br />
wafers. From a commercial and technological perspective, the technology represents a highly<br />
attractive alternative to the widely established slicing method using steel wire and slurry<br />
(a dispersion made of SiC and PEG). The use of diamond wire in cropping and wire saws shall<br />
enable customers to reach a significant increase in their production capacities.<br />
Fast and efficient brick/wafer handling and separation<br />
MB Robotics develops and implements customised solutions in the area of robotic handling<br />
systems. MB Robotics optimises cost and quality sensitive processes of automated single<br />
processes up to fully automated process lines. AMB Automation develops advanced wafer<br />
handling and automation technologies. With AMB systems, it becomes possible to process<br />
and transport ultrathinly cut wafers in a fast and efficient way, without any damage to the<br />
wafers. This can secure over 1.35 million solar wafers per year.<br />
Precise wafer quality inspection, feeding and sorting<br />
Hennecke specialises in optical and electrical precision measuring technology for solar<br />
wafers. The measuring equipment examines the quality of wafers in terms of thickness, edge<br />
defects, geometry, saw marks, sori, bow nonvisible microcracks/inclusions and stain. Premium<br />
measurement devices enable an optimal quality control of solar wafers.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 21<br />
Solar cells<br />
Quality assurance und measurement<br />
The inspection modules of Hennecke and the wafer handling solutions of AMB Automation<br />
are also used in the cell production process. Pasan offers celltesting and sorting equipment<br />
for the most precise performance measurement of solar cells. Even the slightest increase in<br />
accuracy of the performance measurement has a significant influence on the profitability of a<br />
cell manufacturer.<br />
Highest performance and quality in cell connection<br />
Somont offers string soldering machines for cell connections, with integrated testing equipment,<br />
layup systems and fully automated interconnection worldwide. The company guarantees<br />
the highest and scalable throughput of cells of 4,900 cells per hour through very flexible<br />
automation grades and maximum uptimes. Cell connection is a critical production process,<br />
as it determines the duration of the electrical output of the solar module.<br />
Reliable soft-touch soldering process<br />
Somont enables cells to be handled exceptionally gently with its specially developed string<br />
soldering machines and the established softtouch soldering process. The machine types<br />
RAPID and CERTUS can process and solder precisely and reproducible all common types<br />
and sizes of solar cells.<br />
Homogenous uniformity of coating process<br />
The Solaris system, a strategic marketing and distribution cooperation with Oerlikon Systems,<br />
uses innovative coating technology in an efficient and precise way. In the anti reflective<br />
coating process Solaris offers a “silane free” alternative.<br />
Easy operation and maintenance<br />
The Solaris system can typically be put into operation at the customer’s production facility<br />
within one week. The multisource sputtering chambers can be changed by a single person<br />
(operator) within minutes, an advantage over other systems.
22 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Solar modules<br />
Integrated production lines from a single source<br />
3S Modultec is the technological world leader in laminating. During the laminating process,<br />
an interconnection takes place whereby the solar cells are encapsulated between a covering<br />
glass plate and a back sheet, made of glass or foil. This protects the solar module from<br />
weathering and is therefore critical to ensuring that the modules longevity is increased. Our<br />
laminating lines meet the most stringent demands placed on the laminating process. 3S<br />
Modultec integrates the various machines into entire production lines with different automation<br />
grades for the production of solar modules. 3S Modultec production lines are modular in<br />
their assembly design and can be expanded with a minimum of interruption in manufacturing<br />
and at lowest costs. The flexible 3SModulteclineassortment – combined with certification<br />
support and comprehensive process training – are the basis for a project handling within the<br />
shortest period of time.<br />
The industry standard in performance measurement<br />
Pasan develops and produces testing systems for solar cells and modules. For certified quality<br />
assurance, testing of each worldwide produced module is part of the tests done by solar<br />
module manufacturers. The testing process is decisive with regard to the pricing of the individual<br />
module and therefore for the revenues of a module producer. Pasan testers have a<br />
unique light uniformity on the illuminated surface, outstanding light stability during the flash<br />
and an unmatched spectral correlation with sunlight. With such high standing quality, Pasan<br />
testers achieve top precision in the simulation of sunlight and are deployed by leading European<br />
test institutes such as the ESTI, the European Solar Test Installation, Italy, Fraunhofer<br />
ISE Freiburg, and TÜV Rheinland in Cologne, both in Germany. Through this excellence in<br />
knowhow and certification, customers can save up to 6 months in time to market when<br />
introducing a new product – winning time for the benefit of our customers.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 23<br />
Solar systems<br />
State-of-the-art technology for building-integrated PV systems<br />
3S Photovoltaics develops and produces buildingintegrated solar systems, and has become<br />
a specialist in solar modules for roofs, façades and shading solutions. The unframed solar<br />
modules enable largescale solar energy systems which can be integrated into a building’s<br />
shell to create a highly aesthetically and pleasing overall look. The offer can be adjusted to<br />
particular customer needs – customised module sizes and special designs – for example in<br />
case of major building projects or ancient objects that are under preservation.<br />
Intelligent solutions for every building<br />
The solar systems of 3S Photovoltaics replace traditional roof tiles, when used as inroofsolutions.<br />
They are also used in façades, overhead glazing, porch roofs, balcony cladding<br />
and other special constructions, where an active energy production using the sun’s strength<br />
is being sought. With more than 20 years of experience in highly prestigious PV projects, be<br />
it tourist buildings in high alpine locations, plusenergyhouses, public buildings such as<br />
nursery schools or campus facilities, 3S Photovoltaics enables projects for environmentally<br />
attractive buildings in the countryside as much as hightech projects and tests for a future<br />
CO2free mobility. <strong>Technology</strong> made in Switzerland for a longterm, high energy yield.
© Solar Impulse / Jean Revillard
Solar Impulse – a contribution to the future<br />
Solar Impulse, the solar airplane project of André Boschberg and Bertrand<br />
Piccard, is aiming to circumnavigate the globe. Without fuel, day and night.<br />
People are fascinated by great adventures and want to share the dreams of<br />
pioneers and explorers. Solar Impulse aims to use currently available technologies<br />
to unite this passion for adventure with positive and sustainable emotions related to<br />
renewable energy. Public attention must be drawn to the fact that changes need to<br />
be made if we are to ensure the energy requirements and environmental future of<br />
our planet.<br />
In July <strong>2010</strong>, the first day and night flight took place with a flight time of over<br />
26 hours. Solar Impulse thus achieved its first goal and demonstrated what can<br />
already be accomplished using alternative energy sources such as solar energy<br />
when combined with new technologies and applications.<br />
Solar Impulse represents the true potential of<br />
alternative energy sources<br />
3S Modultec, a member of <strong>Meyer</strong> <strong>Burger</strong> Group, supports Solar Impulse as a special-<br />
ist in the integration of solar cells into powerful solar modules. We are proud to be<br />
part of this fantastic project and adventure and to be able to use our expertise to<br />
support the circumnavigation of the globe in a solar plane.
A community building for livestock in Melchnau – future-oriented,<br />
building-integrated solar technology<br />
The project combines state-of-the-art solar technology and attractive<br />
architecture with a private initiative and national networking.<br />
The newly constructed agricultural building in Melchnau is equipped with<br />
a photovoltaic system which is perfectly integrated into the roof of the building.<br />
The implementation of the facility was made possible through the collaboration of<br />
various local and national partners. For farmers, the use of solar power represents<br />
an important continuation of their tradition of a sustainable subsistence strategy<br />
that is in tune with nature, while opening up new sources of revenue through the<br />
sale of solar electricity. With an installed capacity of 264 kWp, the plant produces<br />
approximately 250,000 kWh of solar electricity each year, enough to supply around<br />
65 households.<br />
Solar technology combining modern trends<br />
with tradition<br />
The pioneering project in Melchnau near Langenthal in the canton of Berne combines<br />
technological advances in solar power technology with the agricultural tradition<br />
of living in harmony with nature.
28<br />
Sustainability<br />
As a globally active technology group, <strong>Meyer</strong> <strong>Burger</strong> has focused its longterm<br />
industrial and social commitment on the various internal and external stakeholders. Our aim<br />
is to further develop our company on a successful and sustainable basis.<br />
We are a reliable partner to our customers, suppliers, employees and trainees, as<br />
well as to our shareholders and the public.<br />
Our values<br />
We are committed to acting ethically and responsibly.<br />
Sustainability<br />
We focus on achieving sustainable profitability and growth. We work in harmony with the<br />
environment and adhere to core social values.<br />
Long-term loyal partnership<br />
Our actions, both within the Group and in terms of our relationships with our suppliers,<br />
customers and business partners, are marked by loyalty and respect. We strive for a trusting<br />
and targetoriented cooperation.<br />
Creativity and innovation<br />
We are innovative and set new benchmarks in our markets. We combine innovation with<br />
competitiveness, customer benefits, consistent quality and longterm reliability.<br />
Code of Conduct<br />
In its Code of Conduct, <strong>Meyer</strong> <strong>Burger</strong> has constituted rules that govern interactions<br />
with people inside and outside of the Group. All of our employees throughout the world are<br />
bound by this Code of Conduct. <strong>Meyer</strong> <strong>Burger</strong> is committed to equal opportunities, an open<br />
and friendly working environment, transparency and respect.<br />
We regard team spirit and individual responsibility as key elements for good, sustainable<br />
corporate development. The company fights all forms of discrimination and adheres<br />
strictly to the national and international legislations that are relevant to the Group.<br />
The Code of Conduct contains principles and guidelines on cooperation within <strong>Meyer</strong><br />
<strong>Burger</strong> Group, on equality of opportunity for our employees, against mobbing or harrassment<br />
in the workplace, on behaviour in respect of contracted partners and customers, on the confidentiality<br />
of business secrets and information, and on obligations to report any kind of abuse.<br />
In the event of uncertainty or doubt, line managers, the Code of Conduct Officer or a member<br />
of the Executive Board may be approached for advice or support at any time.<br />
For the Board of Directors and the Executive Board, this Code of Conduct and strict<br />
compliance with the guidelines are of paramount importance. For this reason, in 2007 the<br />
Board of Directors appointed the company’s Chief Financial Officer, Michel Hirschi, as the<br />
direct Code of Conduct Officer.<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Environment<br />
Through the involvement in the value chain of photovoltaics, our Group is closely<br />
tied to the ecological benefits of using solar cells as a source of electricity and energy. In our<br />
production processes, we take care not to use hazardous substances or pollutants, wherever<br />
possible. During fiscal year <strong>2010</strong>, the electricity consumption of the entire Group amounted<br />
to 9.1 million kWh.<br />
On 10 January 2011, we were able to celebrate the groundbreaking ceremony<br />
for the new corporate headquarters of MB Wafertec in Thun. This site will comprise a<br />
newly constructed production and office facility for 600 to 700 employees. Construction of<br />
the first stage is scheduled for completion by the end of Q1 2012. The design is based on the<br />
latest innovations in building construction and energy management, and targets most optimised<br />
energy efficiency. In comparison with the currently leased manufacturing and office<br />
facilities, which are spread over 15 different buildings throughout the region, we anticipate<br />
that the new site will lead to a significant reduction in our average energy consumption from<br />
2013 onwards. The basic objective is to keep energy consumption as low as possible, while<br />
also striving to recover as much energy as we can. We will set precise targets for the site at<br />
the end of 2012, once the buildings have been completed and are in use.<br />
Social role as an employer<br />
<strong>Meyer</strong> <strong>Burger</strong> provides a technological and creative working environment. In the<br />
past four years, our company has grown from a pure specialist of highly innovative sawing<br />
machines with annual sales of CHF 83 million and 284 employees in 2006, to a global technology<br />
group with sales of CHF 826 million and 1,276 employees (FTE) in <strong>2010</strong>. This tremendous<br />
growth presents our Group and our staff with new challenges, for example in rapid adjustment<br />
to changing corporate structures, increased production output, improvements to<br />
our products through research and development, and in training and continuing professional<br />
development.<br />
However, the dynamic growth also opens up new opportunities and horizons. We<br />
foster a corporate culture in which everyone can make a personal contribution. Our company<br />
thrives from the pioneering spirit, creativity and outstanding commitment of our staff. Our<br />
streamlined organisational structure and short decisionmaking paths serve to promote a<br />
common understanding of personal and entrepreneurial responsibility on the part of management<br />
and the workforce as a whole.<br />
We want to be an employer that attracts outstanding talents from the market. We<br />
offer our employees fair and competitive salaries, good social benefits, and promote targeted<br />
training and development. Our corporate culture is characterised by technology, openness,<br />
transparency, team spirit and responsibility.<br />
29
30<br />
Development of personnel<br />
since 2007<br />
Number of employees (FTEs)<br />
1400<br />
1200<br />
1000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
2007<br />
2008<br />
2009<br />
<strong>2010</strong><br />
More than 1,500 employees<br />
More than 1,500 people were working on innovative products and solutions at our sites<br />
across the world, at the end of <strong>2010</strong>. The number of employees on permanent contracts rose<br />
by around 73% yearonyear, to a total of 1,311 people (1,276 FTEs). Of these, 311 FTEs were<br />
added by the merger with 3S Group at the beginning of January <strong>2010</strong> and the takeover of<br />
the SGS companies in the USA in November <strong>2010</strong>. The remaining 227 positions were newly<br />
created jobs, mainly in production, research and development, and in the aftersales services<br />
in our service companies.<br />
In order to avoid capacity constraints in production and logistics, we also hired an<br />
increasing number of temporary staff during the second half of <strong>2010</strong>. In addition to its permanent<br />
workforce, as of 31 December <strong>2010</strong>, the Group also employed 225 people on a temporary<br />
basis (yearend 2009: 10 temporary employees).<br />
Workforce<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Employees (FTEs) <strong>2010</strong> 2009 2008 2007<br />
Total at year-end<br />
1 276 738 630 379<br />
Production, Logistics 654 370 360 224<br />
Research, Development 197 137 95 56<br />
Sales, Services 299 156 125 71<br />
Finance, Administration 126 75 50 28<br />
Training and Personnel Development<br />
The sustainable and systematic development of our employees’ occupational skills is a core<br />
focus of our Human Resources policy. We firmly belief that this approach also allows us to<br />
strengthen the competitive position of our company. In order to be able to enhance our<br />
employees’ full potential, we put great value to continuing professional development. We<br />
support a broad range of inhouse and external training opportunities, ranging from apprenticeship<br />
training courses to individually tailored management seminars and vocational training<br />
programmes. Onthejob training is another important instrument of our personnel development<br />
programme.<br />
<strong>Meyer</strong> <strong>Burger</strong> has been active in basic vocational training under the various systems<br />
that exist in different countries and has been training young people in commercial careers<br />
and, in particular, in technical vocations for many years. We offer internships to students from<br />
the Swiss Federal Institute of <strong>Technology</strong> (ETH) and universities, to give them their first experiences<br />
of working in the industry. In <strong>2010</strong>, the Group companies based in Switzerland offered<br />
34 vocational training places; two further apprenticeships were offered by subsidiaries in<br />
Germany. In Switzerland, trainees make up 5% of the total workforce. These apprenticeships<br />
were spread over four occupational groups—fitter, automation mechanic, design engineering<br />
and commercial. In <strong>2010</strong>, we received approval to add apprenticeships in IT and logistics to<br />
these four groups. This means that in the current reporting period 2011, we are able to offer<br />
apprenticeships in six different training professions and trades in Switzerland.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 31<br />
Employees
32<br />
Employee structure<br />
by region<br />
in <strong>2010</strong><br />
Switzerland 51%<br />
Europe (excl. Switzerland) 22%<br />
Employees<br />
in <strong>2010</strong><br />
Male 85%<br />
Female 15%<br />
Asia 10%<br />
USA 17%<br />
Talent Management<br />
A key strategy in our HR policy is to fill vacancies in key leadership and management posi<br />
tions with internal candidates, wherever possible. We support this training of the next gener<br />
ation of managers with our own specific management development process. In <strong>2010</strong>, 82%<br />
of all senior management vacancies (Executive Managements in the subsidiaries) were filled<br />
by internal candidates.<br />
Management training<br />
During <strong>2010</strong>, we conducted several leadership workshops and management development<br />
seminars for the benefit of our managers. About 100 managers throughout the Group participated<br />
in two separate leadership workshops in April and September. The aim of these seminars<br />
was to strengthen a shared management culture within <strong>Meyer</strong> <strong>Burger</strong> and to improve<br />
the skills of our managers at all levels. The interconnection of our various group companies –<br />
as a key factor for the success of <strong>Meyer</strong> <strong>Burger</strong> – was a further priority in the second workshop.<br />
Long-term partnerships with customers and suppliers<br />
The commercial success of <strong>Meyer</strong> <strong>Burger</strong> Group is based on the confidence of our<br />
customers and on supplier relationships that are nurtured on a foundation of partnership. Our<br />
technology companies have earned the confidence of their customers through the reliability<br />
of their products, high standards of quality, excellent services and personal relationships<br />
based on fairness.<br />
Our focus on the entire value chain in photovoltaics means that we can continuously<br />
develop technical innovations and align products and technologies at the different<br />
process stages in wafer, cell and module production in such a way that our customers’<br />
manu facturing costs and their cost of ownership are continually reduced.<br />
To ensure the expansion of our production capacities, we are reliant on timely deliv<br />
eries of prefabricated components and on the integration of our key suppliers into our<br />
internal logistics processes. Therefore, we also strive to maintain open communication chan<br />
nels with our suppliers, and to develop longterm business relationships based on mutual<br />
partnership.<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Occupational safety, quality management<br />
Occupational safety, accident prevention in the workplace and looking after our<br />
employees’ health is very important to us. <strong>Meyer</strong> <strong>Burger</strong> has issued clear safety rules for visitors<br />
and employees in its production and logistics operations. Our staff receive regular training<br />
in accident prevention, and are provided with written documentation and the opportunity<br />
to attend information events. In production and logistics environments, we provide employees<br />
with specific training for dealing with cranes, forklifts and special tools that are used in<br />
the process of packing machinery for shipping, such as nail guns for example.<br />
In addition to providing every employee with thorough instruction, we also carry out<br />
regular safety reviews so that any potential hazards can be detected at an early stage and<br />
eliminated without delay. Thanks to this comprehensive approach to health and safety, <strong>Meyer</strong><br />
<strong>Burger</strong> Group once again recorded an exceptionally low figure of 0.72% (2009: 0.98%) for<br />
absences caused by occupational accidents in <strong>2010</strong> (measured as a proportion of total output).<br />
The entire <strong>Meyer</strong> <strong>Burger</strong> Group operates on the basis of high quality standards, as<br />
reflected in its products, services and solutions. By means of clearly defined quality management,<br />
our Group companies ensure that we can fulfil our customers’ requirements in terms<br />
of product safety and deadlines. Workflows and structures are updated regularly and documented<br />
accordingly, with employees having direct access to those documents at all times.<br />
The largest subsidiary in terms of production, MB Wafertec, has integrated occupational<br />
health and safety into its management system, and has been awarded certification of<br />
compliance with OHSAS 18001:2007 (Occupational Health and Safety Management System)<br />
and ISO 14001:2007 (Environmental Management). In addition, MB Wafertec, 3S Modultec<br />
and 3S Photovoltaics are all certified as compliant with ISO 9001:2008 (Quality Management).<br />
33
34<br />
Milestones<br />
<strong>2010</strong> Acquisition of SGS Slicing Solutions, Inc., Colombia, New Jersey, USA, and of SGS<br />
Machine Tool, LLC, Hillsboro, Oregon, USA, two longstanding strategic sales and service<br />
partners, by means of an asset purchase agreement<br />
Acquisiton of the remaining 34% share capital of Hennecke (Hennecke Systems GmbH)<br />
Merger with 3S Industries Ltd, the leading provider of manufacturing equipment and<br />
entire production lines for the manufacturing of solar modules, with its centres of excellence<br />
3S Modultec (laminating), Somont (electrical cell connection, soldering process),<br />
Pasan (testing and measuring of solar cells and modules) and 3S Photovoltaics (solar<br />
systems for façades, roofs, shading).<br />
2009 Market launch of the BrickMaster for cutting multicrystalline silicon ingots into square<br />
bricks<br />
Acquisition of business activities of Diamond Wire (Diamond Materials Tech, Inc.,<br />
Colorado Springs, USA − producer of diamond wire)<br />
Acquisition of the remaining 49% share capital of AMB Automation (AMB Apparate +<br />
Maschinenbau GmbH)<br />
Strategic cooperation with OC Oerlikon Balzers Ltd for the distribution and further development<br />
of the Solaris systems used for the coating of crystalline solar silicon cells<br />
2008 Acquisition of majority participations in Hennecke (Hennecke Systems GmbH – precision<br />
measurement and sorting systems for solar wafers) and AMB Automation (AMB<br />
Apparate + Maschinenbau GmbH − wafer handling and automation technologies)<br />
2007 Market launch of a fully automated and integrated brick line for monocrystalline and<br />
multicrystalline silicon bricks<br />
2006 Holding name changed to <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd, incorporated in Baar, Switzerland<br />
Initial Public Offering on 23 November 2006 on SIX Swiss Exchange<br />
2005 Market launch of wire saw DS 264<br />
Joint venture with SiC Processing (Wuxi) Ltd., Wuxi, China<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
2004 Market launch of band saw with rotating clamping table BS 805 for solar industry and<br />
of wire saw DS 265<br />
2003 Market launch of diamond wire saws in cooperation with Diamond Wire (Diamond Wire<br />
<strong>Technology</strong>, Inc.), USA<br />
Foundation of subsidiaries in China and Japan, positioning in the Asian markets<br />
Entering the Russian market through agreement with sales agent High Tech Solutions,<br />
Moscow<br />
Entering the Asian and American markets through cooperation with SiC to ensure<br />
slurryrecycling supply of <strong>Meyer</strong> <strong>Burger</strong> customers
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
2002 Launch of wire saw DS 261, specially targeted at 12’’ semiconductor industry<br />
Further development of band saw BS 800 into BS 801<br />
2000 Market launch of the first wire saw DS 262, which was specifically targeted at the solar<br />
industry<br />
1999 Incorporation of <strong>Meyer</strong> & <strong>Burger</strong> Holding Ltd, incorporated in Zug, Switzerland<br />
Market launch of the first band saw BS 800 for solar industry and of wire saw DS 261<br />
for semiconductor industry<br />
1998 Development of band saw for wafer mass production<br />
1992 Market launch of ID saw TS 207<br />
1991 Market launch of wire saw DS 260<br />
1985 Market launch of OD saw TS 121<br />
1980 Development of a saw based on wire saw technology<br />
1977 Market launch of ID saw TS 23<br />
Starting 1970 Development of ID saw and start of cutting of silicon wafers for the semiconductor<br />
industry<br />
1960 Market launch of OD saw TS 3<br />
1953 Foundation of <strong>Meyer</strong> & <strong>Burger</strong> Ltd<br />
35
36 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Corporate Governance<br />
<strong>Meyer</strong> <strong>Burger</strong> is fully committed to good Corporate Governance.<br />
The Company relies on the recommendations of the Swiss Code of Best Practice for Corporate<br />
Governance by Economiesuisse and adheres to the standards of the directive on<br />
information relating to Corporate Governance by SIX Swiss Exchange, if applicable and<br />
significant to <strong>Meyer</strong> <strong>Burger</strong>.<br />
1. Group structure and shareholders<br />
1.1 Group structure<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd (subsequently referred to as “the Company”) is a holding com<br />
pany organised in accordance with Swiss law and holds all companies belonging to the<br />
<strong>Meyer</strong> <strong>Burger</strong> Group either directly or indirectly.<br />
<strong>Meyer</strong> <strong>Burger</strong> Group is a leading and globally active technology group specialising in innovative<br />
systems and processes for cutting and handling crystalline and other highgrade mate r<br />
ials. With its products and services, the Group covers different parts of the value chain in the<br />
solar (photovoltaic), semiconductor and optical industries. Until 14 January <strong>2010</strong>, the Group<br />
was operationally managed by the Executive Board (Chief Executive Officer, Chief Financial<br />
Officer).<br />
The Executive Board was extended as part of the merger between <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />
Ltd and 3S Industries Ltd on 14 January <strong>2010</strong> (date of the Extraordinary Meeting of Shareholders).<br />
The operational Group structure is organised according to different areas of responsibilities<br />
of each member of the Executive Board. These responsibilities apply across the<br />
entire Group and on a global basis.<br />
− Chief Executive Officer<br />
Overall Operational Management, Strategy, Marketing & Sales, Corporate Communication,<br />
Human Resources<br />
− Chief Financial Officer<br />
Finance, Group Controlling, Treasury, Mergers & Acquisitions, Investor Relations,<br />
Tax & Legal, Group IT<br />
− Chief <strong>Technology</strong> Officer<br />
Management Research & Development, Deputy CEO<br />
− Chief Innovation Officer<br />
Planning, <strong>Technology</strong> Development along process chain, Control and Organisation<br />
of business processes
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 37<br />
1.2 Listed company<br />
The shares of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd, headquartered in Baar, Switzerland, are listed<br />
on SIX Swiss Exchange (ValorNo. 10850379, ISINNo. CH0108503795). The ticker symbol<br />
is MBTN. <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd held 45,521 treasury shares as of 31 December<br />
<strong>2010</strong>. None of the other consolidated group companies held any shares in <strong>Meyer</strong> <strong>Burger</strong><br />
<strong>Technology</strong> Ltd. The market capitalisation of the Company reached CHF 1,328.8 million as of<br />
31 December <strong>2010</strong>.<br />
1.3 Non-listed companies<br />
The scope of consolidation includes nonlisted companies, which are listed on page 80 in the<br />
financial section of this <strong>Annual</strong> <strong>Report</strong>.<br />
1.4 Significant shareholders<br />
The Company is aware of the following shareholders, who according to Article 20 SESTA<br />
(Stock Exchange Act) held more than 3% of the voting rights based on the outstanding share<br />
capital as of 31 December <strong>2010</strong>:<br />
Shareholder Voting rights<br />
Credit Suisse Asset Management Funds <strong>AG</strong>, CHZurich<br />
> 3%<br />
Gerhard Knoll, DEUmkirch 1 > 3%<br />
Peter Pauli, CHMöhlin 1 3.60%<br />
Swisscanto Asset Management <strong>AG</strong>, CHZurich > 3%<br />
The Capital Group Companies, USALos Angeles/CA > 3%<br />
Vontobel Fonds Services <strong>AG</strong>, CHZurich > 5%<br />
1 incl. employee shares in vesting period and employee options held<br />
Disclosure of shareholdings by various shareholders in accordance with Article 20 SESTA<br />
during fiscal year <strong>2010</strong>:<br />
– Eiger Investments, LLC (previously Diamond Wire <strong>Technology</strong>, LLC), USAColorado Springs<br />
Going below the 3% threshold limit as of 15 January <strong>2010</strong>, as a result of the capital<br />
increase in conjunction with the merger between <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd and 3S<br />
Industries Ltd (disclosed participation 2.1975%).<br />
– W+S Maschinenbau GmbH, DEFreiburg<br />
Exceeding the 3% threshold limit as of 15 January <strong>2010</strong>, as a result of the merger between<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd and 3S Industries Ltd (disclosed participation 3.266%).<br />
Going below the 3% threshold limit as of 6 May <strong>2010</strong>, as a result of sale transactions (disclosed<br />
participation < 3%).<br />
– Peter Pauli, CHMöhlin<br />
Going below the 5% threshold limit as of 15 January <strong>2010</strong>, as a result of the capital<br />
increase in conjunction with the merger between <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd and 3S<br />
Industries Ltd (disclosed participation including employee options held 4.1%).<br />
Market capitalisation CHF<br />
1,328.8 M
38 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
– Swisscanto Asset Management <strong>AG</strong>, CHZurich<br />
Exceeding the 3% threshold limit as of 15 January <strong>2010</strong>, as a result of the merger between<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd and 3S Industries Ltd (disclosed participation 3.11%).<br />
– Gerhard Knoll, DEUmkirch<br />
Exceeding the 3% threshold limit as of 15 January <strong>2010</strong> through holding by Ernst Knoll<br />
Feinmechanik GmbH, DEUmkirch (controlled by Gerhard Knoll), as a result of the merger<br />
between <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd and 3S Industries Ltd (disclosed participation<br />
including employee options held 3.83%).<br />
– <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd, CHBaar<br />
Sale position of over 3% due to outstanding employee options (disclosed sale position<br />
3.95%). Employee options were granted in different years since 2006. The disclosure<br />
notice was filed on 21 July <strong>2010</strong>.<br />
– Credit Suisse Asset Management <strong>AG</strong>, CHZurich<br />
Exceeding the 3% threshold limit as of 17 September <strong>2010</strong>, as a result of purchase trans<br />
actions (disclosed participation 3.26%).<br />
– Vontobel Fonds Services <strong>AG</strong>, CHZurich<br />
Going below the 5% threshold limit as of 14 October <strong>2010</strong>, as a result of sale transactions<br />
(disclosed participation 4.9958%). Exceeding the 5% threshold limit as of 20 October<br />
<strong>2010</strong>, as a result of purchase transactions (disclosed participation 5.018%).<br />
– The Capital Group Companies, Inc., USALos Angeles/CA<br />
Exceeding the 3% threshold limit as of 27 October <strong>2010</strong>, as a result of purchase transactions<br />
(disclosed participation 3.0261%).<br />
Details to the individual disclosure notices mentioned above are available on the website of<br />
SIX Swiss Exchange under the direct link<br />
http://www.sixswissexchange.com/shares/companies/major_shareholders_en.html<br />
1.5 Cross-shareholdings<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd does not have any crossshareholdings with other companies<br />
as of 31 December <strong>2010</strong>.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 39<br />
2. Capital structure<br />
2.1 Capital structure as of 31 December <strong>2010</strong><br />
Ordinary share capital CHF 2 279 236.15 (registered in the commercial register: CHF 2 257 956.00)<br />
45 584 723 fully paidin registered shares with a nominal value of CHF 0.05 each<br />
(registered in the commercial register: 45 159 120 registered shares)<br />
Conditional share capital CHF 181 232.35 (according to Articles of Association: CHF 202 512.50)<br />
3 624 647 registered shares with a nominal value of CHF 0.05 each for exercising<br />
of option rights granted to employees and members of the Board of Directors of the<br />
Company or of group companies (according to Articles of Association:<br />
CHF 4 050 250 registered shares)<br />
CHF 200 000.00<br />
4 000 000 registered shares with a nominal value of CHF 0.05 each<br />
for exercising of conversion and/or option rights in conjunction with convertible<br />
bonds, bonds with option rights or similar financial market instruments of the<br />
Company or of group companies<br />
Authorised share capital CHF 225 000.00<br />
4 500 000 registered shares with a nominal value of CHF 0.05 each<br />
issuance possible until 29 April 2012<br />
2.2 Conditional share capital<br />
In accordance with Article 3b of the Company’s Articles of Association, dated 29 April <strong>2010</strong>,<br />
the share capital may be increased by a maximum amount of CHF 202,512.50 by means of<br />
the issuance of no more than 4,050,250 fully paidin registered shares with a nominal value<br />
of CHF 0.05 each, by virtue of the exercise of option rights granted to employees and members<br />
of the Board of Directors of the Company or of group companies in accordance with a<br />
plan to be worked out by the Board of Directors. The preferential rights of the shareholders<br />
shall be excluded.<br />
In accordance with Article 3c of the Company’s Articles of Association, dated 29 April <strong>2010</strong>,<br />
the share capital may be increased by a maximum amount of CHF 200,000.00 by means of<br />
the issuance of no more than 4,000,000 fully paidin registered shares with a nominal value<br />
of CHF 0.05 each, by virtue of the exercise of conversion and/or option rights in conjunction<br />
with convertible bonds, bonds with option rights or similar financial market instruments of the<br />
Company or of group companies.<br />
The preferential rights of the shareholders shall be excluded in connection with the issuance<br />
of convertible bonds, bonds with option rights or other financial market instruments, which<br />
carry conversion and/or option rights. The then current owners of conversion and/or option<br />
rights shall be entitled to subscribe for the new shares.<br />
The acquisition of shares through the exercise of conversion and/or option rights and each<br />
subsequent transfer of the shares shall be subject to the restrictions set forth in Article 4 of<br />
the Articles of Association (in reference to limitations for registration in the share register).
40 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
The Board of Directors may limit or withdraw the right of the shareholders to subscribe in pri<br />
ority to convertible bonds, bonds with option rights or similar financial market instruments<br />
when they are issued, if:<br />
1) the financial market instruments with conversion or option rights are issued in conjunction<br />
with the financing or refinancing of the acquisition of an enterprise or parts of an enterprise<br />
or with participations or new investments of the Company; or<br />
2) an issue by firm underwriting by a bank or a consortium of banks with subsequent offering<br />
to the public without preferential subscription rights seems to be the most appropriate<br />
form of issue at the time, particularly in terms of the conditions or the time plan of the<br />
issue.<br />
If advance subscription rights are denied by decision of the Board of Directors, the following<br />
shall apply:<br />
1) conversion rights may be exercisable only for up to 10 years, option rights only for up to<br />
7 years from the date of the respective issuance; and<br />
2) the respective financial market instruments must be issued at the relevant market conditions.<br />
2.3 Authorised share capital<br />
In accordance with Article 3a of the Articles of Association, dated 29 April <strong>2010</strong>, the Board of<br />
Directors is entitled to increase the share capital of the Company by not more than CHF<br />
225,000.00 until 29 April 2012 by virtue of the issuance of a maximum of 4,500,000 registered<br />
shares with a nominal value of CHF 0.05 each.<br />
The Board of Directors is entitled to limit or exclude the advance subscription rights of the<br />
shareholders and allocate them to third parties, if the new shares are to be used:<br />
1) for the acquisition of enterprises, parts of enterprises, participations or new investment<br />
plans;<br />
2) for the financing or refinancing of the acquisition of enterprises, parts of enterprises, participations<br />
or new investment plans; or<br />
3) for the placement of shares in the capital market.<br />
Shares, for which advance subscription rights have been granted but not exercised, should<br />
be used in the interests of the Company.<br />
The increase can take place by means of a firm underwriting and/or in partial amounts. The<br />
Board of Directors is entitled to set the issue price of the shares, the type of contribution, as<br />
well as the date of entitlement to dividends. Shares issued under these terms are subject to<br />
limitations for registration in the share register in accordance with Article 4 of the Articles of<br />
Association of the Company.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 41<br />
2.4 Changes in capital over the past three reporting years<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009 31.12.2008<br />
Share capital<br />
2 279 1 605 1 513<br />
Capital reserves 175 276 89 141 51 920<br />
Reserve for treasury shares 574 – –<br />
Profit 51 930 34 293 1 715<br />
Total equity 230 059 125 039 55 148<br />
2.4.1 Changes in capital during <strong>2010</strong><br />
In conjunction with the successful conclusion of the merger with 3S Industries Ltd, the<br />
Extraordinary Meeting of Shareholders held on 14 January <strong>2010</strong> approved a share split in a<br />
ratio of 1:10 and an ordinary increase in the share capital. The Board of Directors decided to<br />
implement the share capital increase of CHF 625,231.20 to CHF 2,229,763.70 (capital as in<br />
the commercial register) directly after the shareholders meeting.<br />
In the time span between 1 January – 14 January <strong>2010</strong>, 1,550 employee options (after the<br />
share split on 14 January <strong>2010</strong>: 15,500 options) were exercised and the ordinary share capital<br />
therefore increased by CHF 775.<br />
The capital increase was determined by the Board of Directors on 4 February <strong>2010</strong> and<br />
r egistered with the commercial register. As of 4 February <strong>2010</strong>, the ordinary share capital of<br />
the Company amounted to CHF 2,230,938.70 (44,618,774 registered shares with a nominal<br />
value of CHF 0.05 each). The conditional capital amounted to CHF 202,512.50 (4,050,250<br />
registered shares with a nominal value of CHF 0.05 each) for exercising of option rights<br />
granted to employees and members of the Board of Directors, and to CHF 150,000.00<br />
(3,000,000 registered shares with a nominal value of CHF 0.05 each) for exercising of conversion<br />
and/or option rights in conjunction with convertible bonds, bonds with option rights<br />
or similar financial market instruments. The authorised capital amounted to CHF 188,500.00<br />
(3,770,000 registered shares with a nominal value of CHF 0.05 each). Further details to<br />
the capital structure after the merger are available on page 30 of the <strong>Annual</strong> <strong>Report</strong> 2009.<br />
The <strong>Report</strong> is available on the Company website under: http://www.meyerburger.com/en/<br />
investorrelations/financialreports/archive/<br />
In conjunction with the successful conclusion of the purchase contract for the remaining 34%<br />
participation in Hennecke Systems GmbH, the Company issued 540,346 registered shares<br />
on 22 April <strong>2010</strong> out of the existing authorised share capital at that time. The ordinary share<br />
capital increased by CHF 27,017.30 to CHF 2,257,956.00 (45,159,120 registered shares with<br />
a nominal value of CHF 0.05 each). At the same time, the authorised capital decreased by the<br />
corresponding amount of CHF 27,017.30 to CHF 161,482.70.<br />
The General Meeting of Shareholders on 29 April <strong>2010</strong> resolved, in line with the proposals of<br />
the Board of Directors, the following changes in capital:<br />
1) Increase of the conditional share capital for convertible bonds and/or bonds with options<br />
or other financial market instruments from previously existing CHF 150,000.00 (3,000,000<br />
registered shares) to CHF 200,000.00 (4,000,000 registered shares).
42 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
2) Continuation and a respective increase of the authorised share capital to CHF 225,000.00<br />
(4,500,000 registered shares), issuance possible until 29 April 2012.<br />
As a result of the exercise of options, the ordinary share capital increased until the end of fiscal<br />
year <strong>2010</strong> by CHF 21,280.15 (425,603 registered shares) to CHF 2,279,236.15 (45,584,723<br />
registered shares). The conditional share capital for exercising of option rights granted to employees<br />
and members of the Board of Directors decreased by the corresponding amount to<br />
CHF 181,232.35 (3,624,647 registered shares). The registration of the corresponding change<br />
has not been registered in the commercial register yet.<br />
2.4.2 Changes in capital during 2009<br />
In conjunction with the successful conclusion of the purchase contract for the business ac<br />
tivities of Diamond Wire <strong>Technology</strong>, LLC, the Company issued a total of 163,000 registered<br />
shares out of the existing authorised share capital in September 2009. As a result, the ordinary<br />
share capital of the Company increased by CHF 81,500.00 to CHF 1,594,595.00 and the<br />
authorised share capital decreased to CHF 188,500.00.<br />
As a result of the exercise of 19,875 employee options between 1 January and 16 December<br />
2009, the conditional share capital for exercising of option rights granted to employees and<br />
members of the Board of Directors decreased as of 16 December 2009 from CHF 213,625.00<br />
to CHF 203,687.50. The ordinary share capital increased by CHF 9,937.50 from CHF<br />
1,594,595.00 to CHF 1,604,532.50. The registration of the change in the Articles of Association<br />
in the commercial register was done on 17 December 2009.<br />
Between 17 December 2009 and 31 December 2009, an additional 800 employee options<br />
were executed. The conditional share capital for exercising of option rights granted to employees<br />
and members of the Board of Directors decreased as of 31 December 2009 from<br />
CHF 203,687.50 to CHF 203,287.50. The ordinary share capital increased by CHF 400.00<br />
from 1,604,532.50 to CHF 1,604,932.50. The registration of the corresponding change in the<br />
commercial register was done, together with the change in capital in conjunction with the<br />
merger with 3S Industries Ltd, on 15 January <strong>2010</strong>.<br />
2.4.3 Changes in capital during 2008<br />
In conjunction with the successful conclusion of the purchase contracts for the acquisition of<br />
majority stakes in AMB Apparate + Maschinenbau GmbH and in Hennecke Systems GmbH,<br />
the Company issued a total of 63,440 registered shares out of the existing authorised share<br />
capital in January and February 2008, respectively. As a result, the ordinary share capital of<br />
the Company increased by CHF 31,720.00 to CHF 1,511,720.00 and the authorised share<br />
capital decreased to CHF 263,280.00.<br />
The General Meeting of Shareholders on 8 May 2008 resolved, in line with the proposals of<br />
the Board of Directors, the following changes in capital:<br />
1) Increase of the conditional share capital for exercising of option rights granted to employees<br />
and members of the Board of Directors of the Company or of group companies from<br />
previously existing CHF 145,000.00 to CHF 215,000.00.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 43<br />
2) Creation of new conditional share capital for convertible bonds and/or bonds with options<br />
or other financial market instruments of CHF 150,000.00.<br />
3) Continuation and a respective increase of the authorised share capital of previously existing<br />
CHF 263,280.00, issuance possible until 28 September 2008, to CHF 270,000.00 and<br />
issuance possible until 8 May <strong>2010</strong>.<br />
As a result of the exercise of 2,750 employee options, the conditional share capital for exercising<br />
of option rights granted to employees and members of the Board of Directors has<br />
decreased to CHF 213,625.00 since the General Meeting of Shareholders was held on 8 May<br />
2008. The ordinary share capital has increased by the respective amount of CHF 1,375.00 to<br />
CHF 1,513,095.00. The corresponding changes in the Articles of Association were registered<br />
in the commercial register as of February 2009.<br />
2.5 Shares<br />
The share capital of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd, as of 31 December <strong>2010</strong>, was divided into<br />
45,584,723 registered shares (number of registered shares reflected in the commercial register<br />
as of 31.12.<strong>2010</strong> was 45,159,120) with a nominal value of CHF 0.05 each. All shares are<br />
fully paidin. Each share is entitled to one vote. All shares are entitled to dividends. The Company<br />
recognises only one entitled party for each share. A share register is kept on the shares<br />
issued, in which the owners, usufructuaries and nominees of the registered shares are entered<br />
along with the name, domicile, address and nationality. The entry in the share register<br />
depends on identification by means of transfer of the ownership interest or the creation of a<br />
usufruct in the correct form and in accordance with the Articles of Association. The Company<br />
will only consider as shareholders those, who are registered in the share register.<br />
2.6 Participation or bonus certificates<br />
The Company has neither participation nor bonus certificates outstanding.<br />
2.7 Limitations on transferability and nominee registrations<br />
As a matter of principle, the Articles of Association of the Company do not include any<br />
restrictions on transferability.<br />
– Acquirers of registered shares are entered into the share register upon request as shareholders<br />
with voting rights providing that they expressly declare that they have acquired<br />
these registered shares on their own behalf and for their own account.<br />
– The Board of Directors may enter nominees with up to a maximum of 3% of the registered<br />
share capital with voting rights in the share register. In accordance with this regulation,<br />
nominees are persons who do not expressly declare in the share register entry that they<br />
hold the shares for their own account and with whom the Board of Directors has entered<br />
into an agreement to this effect.<br />
– Beyond this limit, the Board of Directors can enter registered shares of nominees with voting<br />
rights in the share register, if the nominee in question states the name, address and<br />
shareholdings of those persons for whose account it holds 0.5% or more of the registered<br />
share capital as recorded in the commercial register.<br />
1 Share:<br />
1 Vote
44 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
– Legal entities or partnerships or other associations or joint ownership arrangements which<br />
are linked through capital ownership or voting rights, through common management or in<br />
like manner, as well as individuals, legal entities or partnerships (especially syndicates)<br />
which act in concert with intent to evade the entry restrictions are considered as one<br />
shareholder or nominee.<br />
– The entry restrictions also apply to registered shares that were purchased or acquired<br />
through the exercising of advance subscription rights, options or conversion rights.<br />
2.8 Convertible bonds, options, share participation programme<br />
As of 31 December <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd did not have any convertible bonds<br />
outstanding.<br />
Option plan (until the end of fiscal year 2009)<br />
The Board of Directors of the Company has adopted an option plan in fiscal year 2006 for the<br />
members of the Board of Directors and the members of the Executive Board as well as for<br />
other key employees within the group. Based on this plan, the Board of Directors granted options.<br />
The options were granted free of charge and are nontransferable. Each option entitled<br />
to subscribe to a registered share (nominal value of CHF 0.05) in accordance with the conditions<br />
determined by the Board of Directors. After a defined vesting period, the options could<br />
be exercised during the exercise period but only, if a valid employment contract or Board<br />
membership existed. Options that have not been exercised will be forfeited after expiry of the<br />
exercise period.<br />
Outstanding options as of 31 December <strong>2010</strong>:<br />
Date of grant No. of options Exercise price Ratio Vesting period Exercise period<br />
12.09.2007 1 115 500 CHF 20.40 1 : 1<br />
2 years 14.09.2009–14.09.2011<br />
04.11.2008 1 324 700 CHF 15.37 1 : 1 2 years 04.11.<strong>2010</strong>–04.11.2012<br />
07.09.2009 1 526 200 CHF 19.50 1 : 1 2 years 07.09.2011–06.09.2013<br />
18.01.<strong>2010</strong> 2 234 821 CHF 1.12 1 : 1 2 years 01.09.2009–31.08.2011<br />
2 679 CHF 1.51 1 : 1 2 years 01.09.2009–31.08.2011<br />
20 532 CHF 1.81 1 : 1 2 years 14.01.<strong>2010</strong>–13.01.2012<br />
69 251 CHF 2.12 1 : 1 2 years 14.01.<strong>2010</strong>–13.01.2012<br />
33 611 CHF 2.12 1 : 1 2 years 14.01.<strong>2010</strong>–13.01.2012<br />
115 377 CHF 13.44 1 : 1 2 years 01.09.<strong>2010</strong>–31.08.2012<br />
136 117 CHF 19.04 1 : 1 2 years 01.09.2011–31.08.2013<br />
1 For the options that had been granted in the years 2007–2009 out of the option programme of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />
Ltd, the number of options and the exercise prices were adjusted in January <strong>2010</strong> in the same ratio (1:10) as the share<br />
split of the registered shares took place (ratio of 1:10).<br />
2 On the date of the merger between the Company and 3S Industry Ltd on 15 January <strong>2010</strong>, 3S Industry Ltd had a total<br />
of 930,050 options outstanding, which were exercisable into one 3S share each. Out of this total, 625,100 of these options<br />
were directly exercisable, whereas 304,950 options were not exercisable yet. <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd allocated<br />
with effect from 14 January <strong>2010</strong>, out of the existing share capital of the Company, to the beneficiary owners of<br />
these options a corresponding amount of options exercisable into shares of the Company in accordance with the exchange<br />
ratio of 1.12:1 as agreed in the merger contract. The exercise price was adjusted taking into consideration the<br />
exchange ratio and the fact that the beneficiaries should not receive worse conditions than under the existing participation<br />
plans of 3S Industries.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 45<br />
The 1,578,788 options mentioned in the table correspond to 3.50% of the outstanding ordi<br />
nary share capital of the Company as of 31 December <strong>2010</strong> (capital registered in the com<br />
mercial register).<br />
Share participation programme (since fiscal year <strong>2010</strong>)<br />
The Board of Directors approved in December 2009 a new share plan (which was applied for<br />
the first time in fiscal year <strong>2010</strong>) for the members of the Board of Directors and members of<br />
the Executive Board as well as for other selected employees within the Group. The Board of<br />
Directors determines the individual participants of the plan at its own discrection. Shares may<br />
only be allocated to employees with an employment contract of indefinite term and in positions<br />
not under notice, and to serving members of the Board of Directors, who have not submitted<br />
their resignation.<br />
Each participant receives an individual offer letter, stipulating the number of offered shares<br />
being offered, the acquisition price per share, the payment conditions, the period within<br />
which the participant has to declare acceptance of the offer, as well as the (optional) retention<br />
periods. Within this acceptance period, the participant has to 1) declare acceptance of<br />
the offer, 2) declare, which retention period that was set by the Board of Directors, he/she<br />
wishes to be applied in acquiring the shares, 3) pay the full acquisition price for all shares,<br />
which the participant wishes to acquire. The shares, which the Board of Directors has allocated,<br />
have a vesting period of two years and an optional retention period that can be<br />
selected by the participant of either zero, three or five years (following the end of the vesting<br />
period). During the vesting period and the (optional) retention period, the participants cannot<br />
sell (in part or entirely), transfer, pledge or debit the shares in any form. Shares acquired under<br />
this plan forfeit in the event that the employee gives his/her notice or the Company ends the<br />
employment relationship prior to expiration of the vesting period (subject to special situations<br />
such as retirement, death or permanent incapacity for work due to invalidity, etc.). The same<br />
rule applies in the event of the voluntary resignation of a member of the Board of Directors (or<br />
deselection by shareholders at a Meeting of Shareholders) prior to expiration of the vesting<br />
period.<br />
The Board of Directors is also entitled to set different modalities from the above mentioned<br />
conditions for participants domiciled outside of Switzerland. It will thereby aim for equal treatment<br />
of the participants taking into account the tax differences within the different states of<br />
domicile. (Slightly modified conditions are currently applied for employees in Germany (deferred<br />
acquisition of ownership, no optional retention period), the USA (no retention period)<br />
and in China and Spain, where employees have been offered socalled phantomshares.)<br />
Under the share plan, the following number of shares was offered during fiscal year <strong>2010</strong>. The<br />
vesting period of these shares started on 1 December <strong>2010</strong>.<br />
Date of grant No. of shares Acquisition price Vesting period<br />
15.12.<strong>2010</strong><br />
134 230<br />
CHF 0.05<br />
01.12.<strong>2010</strong>–30.11.2012<br />
The 134,230 registered shares mentioned in the table correspond to 0.30% of the outstanding<br />
ordinary share capital of the Company as of 31 December <strong>2010</strong> (capital registered in the<br />
commercial register).
46 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
The total amount of share capital for the option and share participation programme together<br />
amounts to 3.80% of the outstanding ordinary share capital of the Company as of 31 December<br />
<strong>2010</strong>.<br />
3. Board of Directors<br />
The Company’s Board of Directors consisted of six members as of 31 December <strong>2010</strong>. As<br />
part of the merger with 3S Industries Ltd, Messrs. Rudolf Samuel Güdel, Rolf Wägli and Prof.<br />
Dr. Konrad Wegener were newly elected as members of the Board of Directors. Peter Pauli<br />
and Prof. Dr. Eicke Weber stepped down from the Board as of that date.<br />
Board of Directors as of 31 December <strong>2010</strong><br />
Name Born Position First elected Elected until <strong>AG</strong>M<br />
Peter M. Wagner<br />
1953 Chairman 2006 2012<br />
Dr. Alexander Vogel 1964 Vice Chairman 1999 2012<br />
Rudolf Samuel Güdel 1948 Member <strong>2010</strong> 2013<br />
Heinz Roth 1954 Member 2009 2012<br />
Rolf Wägli 1951 Member <strong>2010</strong> 2013<br />
Prof. Dr. Konrad Wegener 1958 Member <strong>2010</strong> 2013<br />
Peter M. Wagner<br />
Chairman, non executive member of the Board of Directors, German citizen<br />
Education Studies in mathematics and physics at the University of Mainz, DEMainz<br />
Degree in mathematics<br />
1978–1987 Software engineer at Alcatel SEL <strong>AG</strong> (previously Standard Elektrik Lorenz <strong>AG</strong>),<br />
DEStuttgart<br />
1987–1989 Assistant to the Chief Executive Officer of Alcatel SEL <strong>AG</strong>, DEStuttgart<br />
1989–1995 Head of Business Unit Product Strategies and Synergies, Head of Business Unit<br />
Telecommunications Systems at Alcatel SEL <strong>AG</strong>, DEStuttgart<br />
1995–1998 Managing Director at Wandel & Goltermann Management Holding GmbH,<br />
DEEningen<br />
1998 Chief Executive Officer of Wandel & Goltermann Management Holding GmbH,<br />
DEEningen<br />
1998–2000 Chief Executive Officer of Wavetek Wandel Goltermann GmbH, DEEningen, and<br />
President/CEO of Wavetek Wandel Goltermann, Inc., USARaleigh/NC<br />
2000–2004 Chief Executive Officer of debitel <strong>AG</strong>, DEStuttgart<br />
Since 2004 Independent business consultant, DEÜberlingen<br />
2007–2008 On ad interim basis: Head of Research & Development at <strong>Meyer</strong> <strong>Burger</strong> Ltd,<br />
CHThun<br />
Since <strong>2010</strong> On ad interim basis: Chief Operating Officer at AMB Apparate + Maschinenbau<br />
GmbH, DELangweid<br />
Since 1990, many mandates as a member of supervisory boards or in similar positions at various<br />
technology companies and organisations, including: Member of the Board of Directors<br />
of Deutsche Messe <strong>AG</strong>, DEHanover; member of the Chairmanship of DEKRA e.V., DEStutt
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 47<br />
gart; member of the Main Board of Directors of the Bundesverband Informationswirtschaft,<br />
Telekommunikation und neue Medien e.V. (Federal Association of IT, Telecommunications<br />
and New Media), DEBerlin (BITKOM), and President of the Verband der Anbieter von<br />
Telekommunikations und Mehrwertdiensten e.V. (Association of Telecommunications and<br />
ValueAdded Services Providers), DECologne/DEBerlin (VATM); member of the Advisory<br />
Board of the Wissenschaftliche Institut für Kommunikationsforschung (Scientific Institute for<br />
Communications Research), DEBonn (WIK).<br />
Current mandates: Chairman of the Board of Directors of DAT<strong>AG</strong>ROUP IT Services Holding<br />
<strong>AG</strong>, DEPliezhausen; Chairman of the Board of Directors of KEYMILE International GmbH,<br />
ATVienna; Chairman of the Advisory Board of the Stiftung für konkrete Kunst (Foundation for<br />
Concrete Art), DEReutlingen.<br />
Details to the services as COO of AMB Apparate + Maschinenbau GmbH are available in<br />
Note 6.32.4 “Related party transactions” on page 133 of this <strong>Annual</strong> <strong>Report</strong>.<br />
Dr. Alexander Vogel, LL.M.<br />
Vice Chairman, non executive member of the Board of Directors, Swiss citizen<br />
Education Studies in business administration and law at the University of St. Gall, CHSt. Gall;<br />
Dissertation in the area of company and group law<br />
Research project of the national fund in the area of group law<br />
Licensed to practice law, licensed notary (Lucerne and Zug)<br />
Postgraduate studies (LL.M.) at Northwestern University in Chicago,<br />
USAChicago<br />
1992–1999 Associate at law firm meyerlustenberger in Zurich and Zug<br />
Activities in the areas of company and commercial law, as well as banking, financial<br />
and capital market law<br />
1994 Active for law firm Mayer Brown & Platt in Chicago, licensed to practice law in<br />
New York<br />
Since 2000 Partner at law firm meyerlustenberger in Zurich and Zug, Head Practise Group<br />
commercial and financial market law, various publications and lectures in commercial<br />
and financial market law<br />
Member of the Board of Directors of various mediumsized companies in Switzerland. Member<br />
of the Board and Secretary of the Swiss Association of Investment Companies (SAIC). No<br />
significant official functions or political offices.<br />
<strong>Meyer</strong> <strong>Burger</strong> obtains consultancy services in legal cases from various law firms, including<br />
meyerlustenberger, in which Dr. Vogel is one of several partners. The Executive Board generally<br />
decides on awarding mandates to external lawyers without consulting the Board of Directors.<br />
Further details are available in Note 6.32.4 “Related party transactions” on page 133 of<br />
this <strong>Annual</strong> <strong>Report</strong>.
48 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Rudolf Samuel Güdel<br />
Non executive member of the Board of Directors, Swiss citizen<br />
Education Studies in machinery construction at the Federal Institute of <strong>Technology</strong> (ETH)<br />
Zurich, CHZurich<br />
Master degree on thermal machines (Professor Traupel)<br />
1970 Exchange semester in Korea and practical training in a South Korean power plant<br />
1972 Training to Officer of Swiss Army<br />
1973–1979 Efficiency engineer and Assistant to the Manager at the 135MWpower plant<br />
of Alusuisse aluminium plant in Northern Territory, Australia<br />
Since 1979 Owner and Delegate of the Board of Directors at Güdel Group Ltd (robotic and<br />
automation) and Chief Executive Officer of Güdel Ltd, CHLangenthal<br />
Member of the Board of Directors of 3S Industries Ltd until the merger with <strong>Meyer</strong> <strong>Burger</strong><br />
<strong>Technology</strong> Ltd. Member of the Board of Directors of VDMA Sector Robotics and Visions,<br />
DEFrankfurt. Founding member of EUnited, BEBruxelles. Member of the Advisory Board of<br />
University of Applied Science in CHBerne (BUAS). No further Board of Directors memberships<br />
or consultancy activities for important Swiss or foreign organisations. No significant official<br />
functions or political offices.<br />
The Company procures services from/performs services to Güdel Group. The Executive<br />
Board generally decides on the size of cooperation with Güdel Group without consulting the<br />
Board of Directors. Further details are available in Note 6.32.4 “Related party transactions”<br />
on page 133 of this <strong>Annual</strong> <strong>Report</strong>.<br />
Heinz Roth<br />
Non executive member of the Board of Directors, Swiss citizen<br />
Education Business School, Swiss Certified Banker, Graduate of Swiss Banking School<br />
1977–2002 Various management positions (international and within Switzerland) at Credit<br />
Suisse Group, including Key Account Manager Corporate Banking, Head<br />
Region Zurich NorthWest, Member of the Executive Board of Credit Suisse<br />
Private Banking and Head Central/Northern/and Eastern Europe, Member of<br />
the Executive Board of Credit Suisse Financial Services and CEO Private<br />
Banking Switzerland<br />
2002 Executive Program at Stanford University<br />
Since 2003 Independent business consultant specialised on the financial sector (mandates<br />
as member of the Board of Directors and mandates on a project basis)<br />
Member of the Board of Directors of Vontobel Holding Ltd, CHZurich, and of Bank Vontobel<br />
Ltd, CHZurich, from 2004 until 2009 (Member of Audit Committee, Chairman of IT Committee).<br />
Member of the Board of Directors of Walter Meier Ltd, CHSchwerzenbach (Chairman<br />
of Audit Committee). Member of the Board of Directors of Banca Arner SA, CHLugano.<br />
Member of the Board of Directors of various non listed companies in Switzerland and member<br />
of different foundation boards. President of the foundation Davos Festival. No significant<br />
official functions or political offices.<br />
No significant business relationship with the Company or one of its group companies.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 49<br />
Rolf Wägli<br />
Non executive member of the Board of Directors, Swiss citizen<br />
Education Business School, Swiss Certified Banker<br />
1976–1990 Activities in Investment Banking and Private Banking with broad international<br />
experience, including ten years in management capacities. Positions in Switzerland<br />
and internationally at Credit Suisse, Bank Cantrade, Rothschild, InterallianzBank,<br />
Grindlays and at the Swiss Banking Institute Zurich<br />
Since 1990 Independent asset manager (R. Wägli & Cie Ltd) for international private clients<br />
Since 2000 Founder and Chairman of the Board of Directors of New Value Ltd, CHZurich, a<br />
private equity investment company, listed on the SIX Swiss Exchange<br />
2003–2009 Chairman of the Board of Directors of 3S Industries Ltd, CHLyss<br />
Member of the Board of Directors of 3S Industries Ltd (Chairman) until the merger with <strong>Meyer</strong><br />
<strong>Burger</strong> <strong>Technology</strong> Ltd. Chairman of the Board of Directors of New Value Ltd, Zurich. Member<br />
of the Board of Directors of various mediumsized companies in Switzerland. No significant<br />
official functions or political offices.<br />
No significant business relationships with the Company or one of its group companies.<br />
Prof. Dr. Konrad Wegener<br />
Non executive member of the Board of Directors, German citizen<br />
Education Studies in machinery construction and doctorate in the equation of material<br />
behaviour of plastics at the Technische Universität (TU) Braunschweig,<br />
DEBraunschweig<br />
1990–1999 Schuler Pressen GmbH & Co. KG, DEGöppingen<br />
Tasks in restructuring the construction departments<br />
Head of project planning for series machines<br />
Divisional Head of technical services<br />
Preparation of Schuler’s engagement in laser technology<br />
1999–2003 Technical CEO of Schuler Laser <strong>Technology</strong>, DEHeusenstamm. Development<br />
and construction of largescale welding installations for the ship building and<br />
aviation industries, as well as welding and cutting equipment for applications<br />
in the construction of vehicle bodywork and fabric cutting machinery<br />
Lecturer on tensor calculation and continuum mechanics at TU Braun schweig,<br />
and on metal forming technology and machinery in Darmstadt<br />
Since 2003 Professor for production technology and tool machinery at the Federal Insti<br />
tute of <strong>Technology</strong> (ETH) Zurich, CHZurich<br />
Head of the IWF (Institute for tool machinery and production) as well as inspire<br />
Ltd, a transfer centre for production technology at the ETH Zurich<br />
Member of the Board of Directors of 3S Industries Ltd until the merger with <strong>Meyer</strong> <strong>Burger</strong><br />
<strong>Technology</strong> Ltd. Member of the Board of the Swiss Association for Welding <strong>Technology</strong>,<br />
member and Delegate of the Board of Directors of inspire Ltd, Zurich. No significant official<br />
functions or political offices.<br />
No significant business relationship with the Company or one of its group companies.
50 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Executive activities for the Company or one of its group companies<br />
The non executive members of the Board of Directors, Dr. Alexander Vogel, Rudolf Samuel<br />
Güdel, Heinz Roth, Rolf Wägli, and Prof. Dr. Konrad Wegener have never been members of<br />
the Executive Board of the Company or one of the group companies. Peter M. Wagner acted<br />
as Head of Research & Development at <strong>Meyer</strong> <strong>Burger</strong> Ltd on an ad interim basis from July<br />
2007 until midDecember 2008 and has been acting as COO of AMB Apparate + Maschinenbau<br />
GmbH since May <strong>2010</strong>.<br />
3.1 Elections and terms of office<br />
In accordance with the Articles of Association of the Company, the Board of Directors con<br />
sists of one or more members. The members of the Board of Directors are elected individu<br />
ally for a term of office of three years up to and including the next <strong>Annual</strong> General Meeting.<br />
Reelection is possible. The term of office of a member of the Board of Directors will, however,<br />
end irrevocably on the date of the <strong>Annual</strong> General Meeting following the 70th birthday<br />
of the particular member of the Board of Directors.<br />
At the Extraordinary Meeting of Shareholders, held on 14 January <strong>2010</strong>, Messrs Rudolf<br />
Samuel Güdel, Rolf Wägli and Prof. Dr. Konrad Wegener were newly elected as members of<br />
the Board of Directors (in individual elections) for a term of office of three years. Peter Pauli<br />
and Prof. Dr. Eicke Weber, previously members of the Board of Directors, had agreed to step<br />
down from the Board as per 14 January <strong>2010</strong>, if the merger with 3S Industries Ltd became<br />
effective.<br />
3.2 Internal organisation<br />
The Board of Directors constitutes itself. It shall choose a Chairman, one or more Vice Chair<br />
man, the members of the Committees and a Secretary. The latter need not be a member of<br />
the Board of Directors. If the CEO is a member of the Board of Directors, he will take the role<br />
as Delegate of the Board of Directors. Peter M. Wagner has been in office as Chairman of the<br />
Board of Directors since September 2006, Vice Chairman is Dr. Alexander Vogel.<br />
The Board of Directors holds ordinary Board meetings at least four times per year (usually at<br />
least one meeting per quarter). Additional meetings are held as often as necessary. The<br />
meetings of the Board of Directors usually last between half a day to an entire day. In fiscal<br />
year <strong>2010</strong>, the Board of Directors held six Board meetings, one telephone conference and<br />
passed two resolutions by means of circular resolution. The CEO and the CFO participated<br />
at five of the meetings.<br />
The Board of Directors can introduce permanent or ad hoc Committees for the preparation<br />
of individual resolutions, for the performance of certain control functions, or for other special<br />
tasks. The Committees do not have decision authority, except for special decisions by the<br />
Board of Directors in particular cases.<br />
The Board of Directors formed three permanent Committees, the Risk & Audit Committee,<br />
the Nomination & Compensation Committee and the Mergers & Acquisitions Committee. The<br />
duration of the Committee meetings depends on the issues discussed.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 51<br />
In addition, the Board of Directors formed a Construction Committee, which accompanies<br />
the construction planning of the new headquarters of MB Wafertec (<strong>Meyer</strong> <strong>Burger</strong> Ltd).<br />
Furthermore, the Board of Directors formed a <strong>Technology</strong> Advisory Board in fiscal year <strong>2010</strong>.<br />
The duration of the meetings of the Construction Committee and of the <strong>Technology</strong> Advisory<br />
Board depends on the issues discussed.<br />
3.3 Risk & Audit Committee<br />
Committee members during fiscal year <strong>2010</strong>: Heinz Roth (Chairman), Peter M. Wagner and<br />
Dr. Alexander Vogel.<br />
The R&A Committee is responsible for the arrangement of accounting, the monitoring of the<br />
assessment of risks within the group and the internal control system IKS. The Committee is<br />
also responsible for the inspection of the annual financial statements and of other financial<br />
information, of insurances, business activities with regard to compliance, the services, inde<br />
pendence and fees of the auditors and their recommendations, as well as the services and<br />
fees for consulting mandates.<br />
The Committee meets as often as business requires, but at least three times a year. The Chief<br />
Financial Officer usually participates in these meetings. Other members of the Board of Directors,<br />
the Chief Executive Officer or other members of the Executive Board, representatives of<br />
the external auditors or other specialists may also be invited to these meetings. The decision<br />
thereto is with the Chairman of the R&A Committee. The appointment of assignments to third<br />
parties requires the approval of the Board of Directors or, in urgent cases, of the Chairman of<br />
the Board of Directors. The Committee meets at least twice per year with representatives of<br />
the external auditors. During the length of such a meeting with the auditors none of the members<br />
of the Executive Board shall be present.<br />
In fiscal year <strong>2010</strong>, the R&A Committee held three meetings which lasted between 3.5 to 5<br />
hours, and there were five telephone conferences. The CFO participated at all the meetings<br />
and at two of the telephone conferences. The external auditors participated at two of the<br />
meetings. No other external advisors participated in any of the meetings.<br />
3.4 Nomination & Compensation Committee<br />
Committee members during fiscal year <strong>2010</strong>: Rolf Wägli (elected as Chairman at the<br />
Board meeting on 25 February <strong>2010</strong>, assumed role as Chairman on 24 March <strong>2010</strong>), Rudolf<br />
Samuel Güdel, Dr. Alexander Vogel (Chairman until 24 March <strong>2010</strong>) and Peter M. Wagner.<br />
The N&C Committee is in charge of the process for the selection of new members of the<br />
Board of Directors and the application process for new members of the Board of Directors<br />
and the Executive Board. In addition, the Committee proposes the compensation for the<br />
members of the Board of Directors and the Committees of the Board of Directors, as well as<br />
for the members of the Executive Board. Finally, the Committee is responsible for the inspection,<br />
proposal and monitoring of the implementation of option and share participation plans,<br />
as well as for the planning of successors at the highest level of management.
52 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
The Committee meets as often as business requires (usually at least four times per year). The<br />
Chairman of the Committee can invite members of the Executive Board, members of the<br />
management of significant subsidiaries or third parties to the meetings. The appointment of<br />
assignments to third parties requires the approval of the Board of Directors or the Chairman<br />
of the Board of Directors.<br />
In fiscal year <strong>2010</strong>, the N&C Committee held seven meetings and three telephone conferences.<br />
The CEO and the CFO participated at one of the meetings. No external advisors participated<br />
in any of the meetings.<br />
3.5 Mergers & Acquisitions Committee<br />
Committee members during fiscal year <strong>2010</strong>: Peter M. Wagner (Chairman), Heinz Roth,<br />
Dr. Alexander Vogel and Rolf Wägli.<br />
The M&A Committee is responsible for the preliminary evaluation of material investments (notably<br />
purchases of companies) and divestments. It is also responsible for the monitoring and,<br />
if needed, the support of the Executive Board in terms of preparation, valuation and pricing,<br />
and negotiations in conjunction with investments/divestments and important financial transactions.<br />
In addition and whenever needed, the M&A Committee will support the Executive<br />
Board in the implementation and integration of investment projects.<br />
The Committee meets as often as business requires. The CEO and if possible the CFO usually<br />
participate at the meetings of the M&A Committee. The Chairman of the Committee can<br />
invite other members of the Board of Directors, other members of the Executive Board, other<br />
members of the management of significant subsidiaries or third parties to the meetings. The<br />
appointment of assignments to third parties requires the approval of the Board of Directors<br />
or the Chairman of the Board of Directors.<br />
In fiscal year <strong>2010</strong>, the M&A Committee held one meeting and four telephone conferences.<br />
The CEO participated at each of the telephone conferences, the CFO at the one meeting and<br />
at three of the telephone conferences. The Committee has selectively invited external advisors<br />
to support them in certain projects.<br />
3.6 Construction Committee<br />
Committee members during fiscal year <strong>2010</strong> (since February <strong>2010</strong>): Rudolf Samuel Güdel<br />
(Chairman), Heinz Roth and Dr. Alexander Vogel.<br />
The Committee was established by the Board of Directors in February <strong>2010</strong> and supervises<br />
the construction planning of the new headquarters of <strong>Meyer</strong> <strong>Burger</strong> Ltd in Thun. The Committee<br />
accompanies and supports the Project Steering Board of the Executive Board of MB<br />
Wafertec (<strong>Meyer</strong> <strong>Burger</strong> Ltd), Thun. It supervises the operations of the project management<br />
and controls the financing of the project.<br />
The Committee has continuously accompanied the project and examined the regular, written<br />
reports of the project management. Thereafter, the Committee reported about the project at<br />
the next meeting of the Board of Directors. In fiscal year <strong>2010</strong>, there were three telephone<br />
conferences with all members of the Committee and several decisions were taken by circular<br />
resolution.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 53<br />
3.7 <strong>Technology</strong> Advisory Board<br />
Committee members during fiscal year <strong>2010</strong> (since February <strong>2010</strong>): Prof. Dr. Eicke Weber<br />
(Director of the Fraunhofer Institute for Solar Energy Systems ISE, DEFreiburg, and Professor<br />
of Mathematics and Physics and of Applied Sciences at the Albert Ludwigs University,<br />
DEFreiburg), Dr. Patrick HoferNoser (Chief <strong>Technology</strong> Officer and Deputy CEO of <strong>Meyer</strong><br />
<strong>Burger</strong> <strong>Technology</strong> Ltd), Sylvère Leu (Chief Innovation Officer of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd),<br />
Ralf Preu (Head of PV production technology and quality assurance at the Fraunhofer Institute<br />
for Solar Energy Systems ISE, DEFreiburg) and Prof. Dr. Konrad Wegener (Professor for production<br />
technology and tool machinery at the Federal Institute of <strong>Technology</strong> (ETH) Zurich,<br />
CHZurich, and Head of the IWF and of inspire Ltd, a transfer centre for production technology<br />
at the ETH Zurich; Member of the Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> <strong>AG</strong>).<br />
The <strong>Technology</strong> Advisory Board was established by the Board of Directors in February <strong>2010</strong>.<br />
The Advisory Board will usually meet four times per year for meetings that shall last for an entire<br />
day; three meetings were held in fiscal year <strong>2010</strong>. The <strong>Technology</strong> Advisory Board ensures<br />
that the Board of Directors and the Executive Board are aware of the development<br />
trends in the solar industry and of potential new processes, in order for <strong>Meyer</strong> <strong>Burger</strong> Group<br />
to invest into the most promising industry potentials at the right time. The Advisory Board can<br />
act in an advisory capacity during M&A projects, if it is mandated by the Executive Board to<br />
do so. The <strong>Technology</strong> Advisory Board focuses on processes along the value chain of Photovoltaic,<br />
which have a competitive advantage with regards to cost of ownership and potential<br />
further cost reductions. The Advisory Board regularly informs the Board of Directors and<br />
the Executive Board and prepares a detailed report regarding the R&D activities of <strong>Meyer</strong><br />
<strong>Burger</strong> Group once per year (towards the end of the year).<br />
3.8 Definition of areas of responsibility<br />
The main tasks of the Board of Directors are the determination and periodic inspection of the<br />
corporate strategy, Company policy, as well as the organisation (including controlling systems)<br />
of the group, the control of the operative management and of the risk management. In<br />
addition, it is responsible for the periodic assessment of its own performance and that of the<br />
Executive Board.<br />
In general, the Board of Directors has fully delegated the operational management of the<br />
group to the CEO and the Executive Board, respectively.<br />
The Board of Directors explicitly reserved the approval of the following circumstances to itself:<br />
– Incorporation/financing/closing of subsidiaries; investments into/divestments of participations,<br />
changes in participation quotas or of share ownership ratios; purchase of a business<br />
or a company or parts thereof through the acquisition of assets or of assets and<br />
liabilities (including workforce); opening balance sheet of business parts that shall be<br />
transferred to subsidiaries, as well as concept and main details of contracts between<br />
group companies<br />
– Contracts/cancellation of contracts regarding strategic alliances that have an influence on<br />
the business scope, geographic scope or the capital structure of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />
Ltd or any of its group companies
54 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
– Decisions on business affairs that are of major importance to <strong>Meyer</strong> <strong>Burger</strong> Group<br />
– Individual expenditures, investments, divestments; sale of assets, abandonment of plants<br />
or assets, liquidation of investments, waiving of receivables; grant of sales reductions or<br />
adjustments to invoices as long as there is assurance that defined budgeted targets<br />
(Sales, EBIT) for the year are reached; writeoff of receivables as long as there is assurance<br />
that defined budgeted targets (Sales, EBIT) for the year are reached: Above CHF 1.5 million,<br />
if included in the budget; above CHF 1 million, if not included in the budget<br />
– Agreements to and allowance of letter of comforts and guarantees<br />
– Credit limits, loans to third parties<br />
– Financing transactions (bank loans, bonds issues), leasing above CHF 5 million<br />
– Structured financing transactions<br />
– Decisions concerning communication (Identity, design, branding, communication policy,<br />
marketing communication strategy)<br />
– Personnel and salary policy of the group<br />
– Wage negotiations and social plans for the group<br />
– Appointment, dismissal and compensation of members of the Executive Board<br />
– Employment conditions for highest level of management positions<br />
– Share and option programmes, including programmes of profit sharing for associates and<br />
employees<br />
– Principles for pension plans and social benefits<br />
– Large restructuring programmes<br />
Members of the Board of Directors and the members of the Executive Board of the Company<br />
have joint signature authority.<br />
3.9 Information and control instruments vis-à-vis the Executive Board<br />
The Board of Directors receives from the Executive Board a report on business development<br />
and on the key figures for all group companies, every month as part of a structured information<br />
system. The information relates in particular to:<br />
– Detailed monthly reports and consolidated monthly financial statements (including key figures<br />
for the group)<br />
– Information on incoming orders, order backlog, situation of inventory, production data,<br />
development of employees, liquidity of the group<br />
The members of the Board of Directors also receive the following information on a quarterly<br />
basis and during Board meetings:<br />
– Consolidated quarterly financial statements and quarterly reports (financial figures are<br />
compared with the budget and the results for the previous year’s period)<br />
– Interim reports on the course of business at each meeting of the Board of Directors<br />
– Information on the business and market development at each meeting of the Board of<br />
Directors<br />
– Appropriate information with regard to events, which concern the internal control system<br />
and the risk management, respectively, at each meeting of the Board of Directors
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 55<br />
At those Board of Directors’ meetings, at which financial results are discussed, both the CEO<br />
and the CFO participate during the meetings.<br />
During Board meetings, each member of the Board of Directors can request information from<br />
the other members of the Board, as well as from the members of the Executive Board on all<br />
affairs of the Company. Outside of Board meetings, each member of the Board of Directors can<br />
request information on the course of business or important business transactions from the<br />
CEO, the CFO or from other members of the Executive Board. If approved by the Chairman,<br />
the members of the Board of Directors can also contact members of the management of group<br />
companies and request access to business documents. In case that the Chairman denies such<br />
contact or access to documents, the Board of Directors will decide upon the matter.<br />
The Board of Directors approved an optimised internal control System (“IKS”), which has become<br />
effective as of 1 January 2009. The IKS applies a risk oriented approach (focused on<br />
major risks and control). The scope of the IKS depends on the size and risks of each subsidiary<br />
within the group. Each subsidiary of <strong>Meyer</strong> <strong>Burger</strong> is classified as a “Full Scope” or “Limited<br />
Scope” company. This classification is reviewed once per year. For the Full Scope companies,<br />
the key risks are continuously monitored and every three years, all control measures<br />
of the major processes that are relevant for the financial reporting will be reviewed with regards<br />
to their effectiveness. For the Limited Scope companies, the controls shall be executed<br />
in accordance to a plan that will be defined on a yearly basis. On the group level, controls are<br />
implemented with regards to the consolidated financial statements of the group.<br />
The following processes were defined as financially relevant: Sales, materials management,<br />
production, fixed assets, payroll accounting, finance department, information technology. For<br />
each of these processes, a particular IKS person has been defined as the responsible person<br />
for the process. For an evaluation of the companywide controls in accordance with the<br />
scope, the Executive Board of each group subsidiary executes a selfassessment each year<br />
during the first half of the year. Measures that result out of the evaluation are implemented<br />
until the end of the respective year. The Board of Directors receives an IKS report once per<br />
year. The external auditors also audit as part of their annual audit the compliance of IKS regulations<br />
and report their conclusions directly to the Risk & Audit Committee as well as to the<br />
Board of Directors.<br />
The Company also has an internal audit, which is independent and reports directly to the Risk<br />
& Audit Committee. The internal audit ensures that it is continuously informed about all important<br />
activities, plans, projects, instructions, rules, regulations, etc. of the group. To ensure<br />
the effectiveness of its supervisory tasks, the internal audit can conduct audits, review any<br />
document and demand that all information it asks for is provided. The internal audit is obliged<br />
to immediately report possible irregularities or fundamental shortcomings to the Risk & Audit<br />
Committee. It defines a detailed audit programme (in respect of business affairs, timing, personnel<br />
involved) once per year, which has to be approved by the Risk & Audit Committee<br />
prior to the conduct of the audit. The results of each audit have to be reported to the Risk &<br />
Audit Committee in written format (as an audit report). Once per year, the Risk & Audit Committee<br />
also receives a written report, reflecting the activities of the internal audit. The internal<br />
audit strives for a cooperation with the external auditors that ensures both, a maximal benefit<br />
of the cooperation and a mutual independence of both parties.
56 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Board of Directors<br />
From top left to bottom right: Peter M. Wagner, Dr. Alexander Vogel, Heinz Roth, Rudolf Samuel Güdel,<br />
Rolf Wägli, Prof. Dr. Konrad Wegener
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 57<br />
Executive Board<br />
From top left to bottom right: Peter Pauli, Dr. Patrick HoferNoser, Michel Hirschi, Sylvère Leu
58 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
4. Executive Board<br />
The Executive Board of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd consisted of two members, Peter Pauli,<br />
CEO, and Michel Hirschi, CFO until 14 January <strong>2010</strong>. The Executive Board was expanded as<br />
part of the merger with 3S Industries Ltd, which was approved by the Extraordinary Meeting<br />
of Shareholders on 14 January <strong>2010</strong>. Since that date, the Executive Board of the Company<br />
has been consisting of four members.<br />
Executive Board as of 31 December <strong>2010</strong><br />
Name Born Position Member since<br />
Peter Pauli 1960 Chief Executive Officer 2002<br />
Michel Hirschi 1967 Chief Financial Officer 2006<br />
Dr. Patrick HoferNoser 1966 Chief <strong>Technology</strong> Officer, Deputy CEO <strong>2010</strong><br />
Sylvère Leu 1952 Chief Innovation Officer <strong>2010</strong><br />
Peter Pauli<br />
Chief Executive Officer, Swiss citizen<br />
Education Mechanical engineer<br />
Graduate FH engineer in mechanical engineering, specialising in plant<br />
engineering<br />
Postgraduate studies in industrial engineering specialising in business<br />
management<br />
Advanced Management Program, INSEAD<br />
1985–1990 Assistant to the Executive Board and Head of IT at Transelastic <strong>AG</strong>, CHWallbach<br />
(subsidiary of Siegling Group)<br />
1990–1995 Manager and member of the Executive Board at Transelastic <strong>AG</strong>, CHWallbach<br />
1995–2000 Management responsibility at Siegling (Switzerland) as part of the takeover by<br />
Forbo (1995), responsible for the Extremultus product group within Siegling Group<br />
2000–2002 Responsible for the European sales and service organisations as Head of Sales<br />
& Marketing at Siegling GmbH in DEHanover<br />
2002–<strong>2010</strong> Chief Executive Officer (CEO) and member of the Board of Directors of the Company<br />
(until 14 January <strong>2010</strong>) and of <strong>Meyer</strong> <strong>Burger</strong> Ltd<br />
Since 2008 Member of the Swisscanto Advisory Board for Sustainability of Swisscanto<br />
Fondsleitung <strong>AG</strong><br />
Since <strong>2010</strong> Chief Executive Officer (CEO) and member of the Executive Board of the<br />
Company<br />
Peter Pauli is a member of the Board of Directors or of the Executive Board of different group<br />
companies of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. During fiscal year 2009 and until the Extraordinary<br />
Meeting of Shareholders on 14 January <strong>2010</strong>, he was also member and Delegate of the<br />
Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. No further Board of Directors memberships<br />
or consultancy activities for important Swiss or foreign organisations. No significant<br />
official functions or political offices.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 59<br />
Michel Hirschi<br />
Chief Financial Officer, Swiss citizen<br />
Education Business School (banking industry)<br />
Training in programming and analysis<br />
BSC Economics and Business Administration, College of Higher Education<br />
Executive Master of Corporate Finance, College of Higher Education Central<br />
Switzerland<br />
1983–1993 Analyst and Programmer at Valiant Bank in CHBerne<br />
1995–1997 Team Leader/Project Leader of a BPR project at the newly formed banking informationoutsourcing<br />
company RBAService Ltd in Gümlingen, CHBerne<br />
1997–1999 Profit Centre Controller at Swatch Ltd, CHBiel, for profit centres FlikFlak,<br />
Swatch Telecom and Swatch Access<br />
1999–2002 Head of Controlling at Swisscom Group, CHBerne, responsible for supervising<br />
the business unit International Business Solutions, project participation<br />
and Project Manager, inter alia for a project involving the development of a<br />
completely new value flow model in SAP R/3<br />
2001–2003 Member of the Board of Directors of Comsol Ltd, CHBerne<br />
2002–2006 Chief Financial Officer, responsible for Finance, Administration and Human<br />
Resources and member of the Executive Board at Infonet Schweiz <strong>AG</strong>,<br />
CHBerne (joint venture between Swisscom and Infonet USA)<br />
2006–<strong>2010</strong> Member of the Executive Board and CFO of <strong>Meyer</strong> <strong>Burger</strong> Ltd<br />
Since 2005 Member of the Board of Directors and member of the Audit Committee at<br />
Zurmont Finanz <strong>AG</strong>, CHZug (Zurmont Capital I)<br />
Since 2006 Chief Financial Officer and member of the Executive Board of the Company<br />
Michel Hirschi is a member of the Board of Directors and/or of the Executive Board of differ<br />
ent group companies of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. Member of the Board of Directors and<br />
member of the Investment Committee of Zurmont Madison Management <strong>AG</strong>. Member of the<br />
Board of Directors and of the Audit Committee of CLS Corporate Language Services Holding<br />
<strong>AG</strong>. No further mandates for Board memberships or consulting activities for important<br />
Swiss or foreign organisations. No significant official functions or political offices.
60 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Dr. Patrick Hofer-Noser<br />
Chief <strong>Technology</strong> Officer and Deputy CEO, Swiss citizen<br />
Education Electronic and machinery engineer<br />
Diploma electro engineer, ETHZ<br />
Doctorate in power electronics and drive technology at the professorship of<br />
Prof. Dr. Hugel, at ETHZ<br />
1993–1997 Assistant professor for electrotechnical development and construction at the<br />
ETH Zurich<br />
Studies and diploma theses, assistance with expertises<br />
Preparation of lectures and exercise courses in electrotechnology, conducting<br />
practical trainings and lecture courses<br />
Research activities with ABB transport systems in power electronics for traction<br />
applications<br />
1998–2000 Head Electrotechnology at Atlantis Water Desalination <strong>AG</strong>, CHBerne<br />
Design, realisation of large PV projects<br />
Product modifications to conform with UL Norms 1703 and 790<br />
Quality monitoring of manufacturing in Switzerland and the USA<br />
Responsible for IT including computer network<br />
Construction of a laminator for the photovoltaic industry<br />
2001–2008 Founding member of 3S and Chief Executive Officer of 3S Industries Ltd,<br />
CHLyss<br />
2008–<strong>2010</strong> Delegate of the Board of Directors and Chief Executive Officer of 3S Industries<br />
Ltd, CHLyss<br />
Since <strong>2010</strong> Chief <strong>Technology</strong> Officer (CTO) and member of the Executive Board of the<br />
Company, Deputy CEO<br />
Member of the Board of Directors of 3S Industries Ltd (Delegate) until the merger with <strong>Meyer</strong><br />
<strong>Burger</strong> <strong>Technology</strong> Ltd. Dr. Patrick HoferNoser is a member of the Board of Directors and/or<br />
of the Executive Board of different group companies of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. Member<br />
of the Board of Directors of Güdel Group Ltd, CHLangenthal. No further mandates for<br />
Board memberships or consulting activities for important Swiss or foreign organisations. No<br />
significant official functions or political offices.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 61<br />
Sylvère Leu<br />
Chief Innovation Officer, Swiss citizen<br />
Education Engineer (dipl. El.Ing. ETH) Federal Institute of <strong>Technology</strong> (ETH) Zurich,<br />
CHZurich<br />
BSC in Economics and Business Administration at University St. Gall (lic. oec.<br />
HSG), CHSt. Gall<br />
1975–1978 BBC Baden, project planning for large power plants<br />
1979–1986 Assistant of production management board and Head of controlling for manufacturing<br />
plants at Hilti Ltd, LISchaan<br />
University lecturer at University St. Gall (HSG)<br />
1986–1988 Managing Director at Elmess (turnaround situation)<br />
Development, manufacturing and sales of electronic measurement systems<br />
Realignment of electromechanical instruments to electronic instruments<br />
(memobox)<br />
1989–1997 Member of the Executive Board at Fabrisolar Ltd, CHSchwerzenbach<br />
(turnaround situation)<br />
Manager of four Business Units: Photovoltaik, Power supply, EMC and Real<br />
time image processing. Construction of the first gridtied PV system in<br />
Switzerland<br />
Coowner EMC test centre (MBO from Contraves), from 1995–2005<br />
1997–2001 Foundation and Managing Director Fabrisolar Ltd, CHKüsnacht. MBO from<br />
Fabrimex <strong>AG</strong>. Sold to Suntechnics HH in 2001 (Conergy Group)<br />
2001–2005 Managing Director Suntechnics GmbH, DEHamburg (subsidiary of Conergy<br />
Group), Development of the first PV MW power plants<br />
Development of engineering and sales departments in 7 countries<br />
2006–2008 Managing Director Conergy SolarModule GmbH, DEFrankfurt/Oder<br />
Development of the first fully integrated production line with wafer, cell and<br />
module manufacturing<br />
2008–<strong>2010</strong> Chief Operating Officer of 3S Industries Ltd, CHLyss<br />
Since <strong>2010</strong> Chief Innovation Officer (CIO) and member of the Executive Board of the<br />
Company<br />
Member of the Board of Directors of Cipetec Ltd Consulting, CHSchönenberg. No further<br />
mandates for Board memberships or consulting activities for important Swiss or foreign or<br />
ganisations. No significant official functions or political offices.<br />
4.1 Management contracts<br />
There are no management contracts between <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd or any of the<br />
group companies and third parties.
62 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
5. Compensation, shareholdings and loans<br />
5.1 Contents and method in fiscal year <strong>2010</strong><br />
Non executive members of the Board of Directors:<br />
The non executive members of the Board of Directors receive compensation in the form of a<br />
Board of Directors fee, which is usually proposed on an annual basis by the Nomination &<br />
Compensation Committee and is decided upon by the entire Board of Directors using dutiful<br />
judgment. The total compensation is based on the exposure and responsibilities of each<br />
individual member (Board of Directors: Chairman, Vice Chairman, Member; Committees:<br />
Chairman, Member). The compensation is paid in cash and/or in form of shares with a vesting<br />
period of two years and a optional retention period of zero, three or five years, following<br />
the vesting period (until and including fiscal year 2009, it was in form of options with a vesting<br />
period of two years). The compensation to the members of the Board of Directors is not<br />
bound to specific targets of the Company.<br />
For fiscal year <strong>2010</strong>, the non executive members of the Board of Directors received their compensation<br />
in cash and in shares. The vesting period for the shares started on 1 December<br />
<strong>2010</strong>. The main details of the share participation programme are mentioned in section “2.8<br />
Convertible bonds, options and share participation programme” on page 44 of this report.<br />
For fiscal year <strong>2010</strong>, the Board of Directors fees (cash) for the members of the Board and of<br />
the Committees were set as follows:<br />
Chairman of the Board of Directors CHF 150 000 (2009: CHF 88 000)<br />
Vice Chairman of the Board of Directors CHF 58 000 (2009: CHF 58 660)<br />
Member of the Board of Directors CHF 55 000 (2009: CHF 58 660)<br />
Chairman of Committee CHF 23 000 (2009: CHF 1500 for each physical meeting per committee)<br />
1<br />
Member of Committee CHF 15 000 (2009: CHF 1000 for each physical meeting per committee)<br />
1<br />
1 Committee members partly or entirely waived the payment per meeting during fiscal year 2009 due to the challenging<br />
economic situation<br />
The fee for the Chairman of the Board of Directors was raised in fiscal year <strong>2010</strong> to reflect the<br />
expansion of <strong>Meyer</strong> <strong>Burger</strong> Group and the associated duties/responsibilities of the Chairman.<br />
The changes in the total amount of compensation for the members of the Board of Directors<br />
(please refer to page 131 in the financial statements of this <strong>Annual</strong> <strong>Report</strong>) are mainly due to the<br />
changes in compensation as a member of a Committee and due to the differences in valuation<br />
between the allocated shares (in fiscal year <strong>2010</strong>) and the allocated options in the previous fiscal<br />
year.<br />
Members of the Executive Board:<br />
The compensation for the members of the Executive Board is verified and proposed to the<br />
Board of Directors by the Nomination & Compensation Committee together with the Chief<br />
Executive Officer. The total compensation is decided upon by the entire Board of Directors,<br />
usually once a year. When discussing the compensation of the CEO (who also was a member<br />
of the Board of Directors and acted as its Delegate in fiscal year 2009 and until 14 January<br />
<strong>2010</strong>), the CEO is not included in the discussion. The other members of the Executive Board<br />
do not participate during the time of the Board meeting, when the Board of Directors discusses<br />
their compensation.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 63<br />
The compensation for the members of the Executive Board includes a base salary in accor<br />
dance with their responsibilities and a variable, performancerelated component (cash<br />
bonus). The base salary is fixed at the beginning of the year and will not be changed during<br />
the reporting period.<br />
A target bonus is defined for each member of the Executive Board. This target bonus forms<br />
the basis for the calculation of the effective cash bonus. The amount of bonus for the CEO and<br />
the CFO is determined on overall and financial targets of the Company (in fiscal year <strong>2010</strong>: Net<br />
Sales, EBITDA) with a weighting of 70%, and on individual “non financial” targets (e.g. targets<br />
for specific projects, product market launches, development of certain markets) that are<br />
weighted with 30%. There will be no bonus paid, if the financial targets are not achieved by<br />
80% or more. In case of an 80% or more achievement, the amount of bonus will be calculated<br />
on a linear basis to the target. The effective bonus can reach 150% of the target bonus as a<br />
maximum. As part of the merger with 3S Industries Ltd, the Executive Board of <strong>Meyer</strong> <strong>Burger</strong><br />
<strong>Technology</strong> Ltd was expanded by two Executive members of the merged company. The two<br />
new members of the Executive Board hold the positions of CTO and CIO. To ensure a smooth<br />
integration of 3S Industries Ltd and its subsidiaries, the target weightings for the CTO and CIO<br />
for fiscal year <strong>2010</strong> have been adjusted with targets for the previous 3S Group. Their target<br />
weightings were: 40% financial targets of the Company, 30% financial targets of the previous<br />
3S Group, 30% individual “non financial” targets. For fiscal year 2011, the target weightings for<br />
the CTO and CIO will be brought in line with those of the CEO and CFO.<br />
For fiscal year <strong>2010</strong>, the allotment of the performancerelated component (bonus in cash) as<br />
a percentage of the base salary was 119% for the CEO (2009: 100%) and between 67% to<br />
78% for the other members of the Executive Board (2009: 47% for the CFO).<br />
In addition, the Board of Directors can issue shares (until fiscal year 2009: options) to the<br />
members of the Executive Board as well as to other members of the management team, depending<br />
on management level and individual function, to reward their achievements and for<br />
the purpose of retaining key contributors. The amount of shares allocated during fiscal year<br />
<strong>2010</strong> has been decided by the Nomination & Compensation Committee, based on a special<br />
decision by the Board of Directors, and was finally approved by the Board of Directors. The<br />
Company also pays certain allowances in kind and social benefits. The amounts for the base<br />
salaries, for the performancerelated components and for the possible allotment of shares is<br />
decided upon by the entire Board of Directors, based on the proposal by the Nomination &<br />
Compensation Committee, using dutiful judgement. The Board of Directors did neither use<br />
external consultants nor particular surveys, when deciding upon these amounts.<br />
The changes in the total amount of compensation for the members of the Executive Board<br />
(please refer to page 133 in the financial statements of this <strong>Annual</strong> <strong>Report</strong>) are mainly due to<br />
the expansion of the Executive Board as well as due to the differences in valuation between<br />
the allocated shares (in fiscal year <strong>2010</strong>) and the allocated options in the previous fiscal year.<br />
Neither the members of the Board of Directors nor the members of the Executive Board have<br />
any contracts with specific severance payments or contracts with particularly long termination<br />
terms (contracts with the members of the Executive Board have termination terms of six<br />
and twelve months, respectively).
64 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
The shares allocated in December <strong>2010</strong> forfeit<br />
a) in the event that the employee gives his/her notice or ends the employment relationship<br />
prior to the expiration of the vesting period (2 years). Exceptions to this rule are the ending<br />
the employment relationship as a result of retirement, death or permanent incapacity for<br />
work due to invalidity on the part of the eligible employee and where the employee gives<br />
his/her notice with valid reasons for which the employer must bear responsibility (along the<br />
lines with Article 340c of the Swiss Code of Obligations)<br />
b) in the event that the employer gives notice to terminate the working relationship prior to<br />
expiration of the vesting period. Exceptions to this rule are the giving of notice where the<br />
employee has not provided valid reasons (along the lines with Article 240c of the Swiss<br />
Code of Obligations), in particular the giving of notice for financial/economic reasons<br />
c) in the event of the voluntary resignation of a member of the Board of Directors, or deselection<br />
(assuming that this is on justified reasons attributable to the member of the<br />
Board of Directors in question) by a Meeting of Shareholders prior to expiration of the vesting<br />
period (2 years), to the extent the resignation is not at the request of the Company and<br />
there are no valid reasons for this attributable to the member of the Board of Directors.<br />
d) in the event that shares forfeit, the eligible participant receives reimbursement in the<br />
amount of the acquisition price paid, without interest. Members of the Board of Directors,<br />
members of the Executive Board and employees are all treated equally.<br />
5.2 Compensation, shareholdings and loans<br />
Details to the compensation, shareholdings and loans to acting and former members of the<br />
Board of Directors and of the Executive Board are reported in detail within the financial statements<br />
of this <strong>Annual</strong> <strong>Report</strong> on pages 131 to 136.<br />
6. Shareholders’ participation rights<br />
6.1 Voting rights restrictions and representation<br />
Each share is entitled to one vote. The shareholder rights can be exercised by anyone who is<br />
registered in the share register as a shareholder 30 days prior to the General Meeting of<br />
Shareholders and who has not sold his shares until the end of the General Meeting of Shareholders.<br />
A shareholder may be represented at the General Meeting of Shareholders by a person with<br />
written power of attorney, who does not need to be a shareholder. All shares held directly or<br />
indirectly by a shareholder can only be represented by one person. For voting rights of nominees<br />
please refer to section “Limitations on transferability and nominee registrations” on<br />
page 43 of this <strong>Annual</strong> <strong>Report</strong>.<br />
6.2 Statutory quorums<br />
The General Meeting of Shareholders drafts its resolutions and performs its votes on the<br />
basis of the absolute majority of the voting rights represented. At least two thirds of the votes<br />
represented and the absolute majority of the nominal value of shares represented is required,<br />
among others, for resolutions in accordance with Article 704 paragraph 1 and 2 of the Swiss<br />
Code of Obligations (OR).
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 65<br />
6.3 Convocation of a General Meeting of Shareholders<br />
The convocation of a General Meeting of Shareholders will take place by means of the pub<br />
lication of an invitation in the Swiss Official Gazette of Commerce at least 20 days prior to the<br />
date of the Meeting. In addition, shareholders who are registered in the share register will receive<br />
a written invitation from the Company to participate at the General Meeting of Shareholders.<br />
The invitation must include the motions and the proposals by the Board of Directors<br />
and of those shareholders, who have requested either the convocation of a Meeting or the inclusion<br />
of a certain motion on the agenda.<br />
6.4 Agenda<br />
Shareholders representing shares that account for at least 10% of the voting rights may re<br />
quest the inclusion of an item on the agenda of the General Meeting of Shareholders. Such<br />
requests must be submitted to the Board of Directors at least 45 days prior to the General<br />
Meeting of Shareholders in writing, specifying the items and proposals to appear on the<br />
agenda.<br />
Requests with regard to motions that have not been properly announced may be permitted<br />
for discussion, if the General Meeting of Shareholders concludes to do so. It will not be possible,<br />
however, to take a decision on such a request until the next General Meeting of Shareholders.<br />
This rule does not apply for requests of an Extraordinary General Meeting or for the<br />
performance of a special audit.<br />
No prior notice is required for requests regarding motions that are on the agenda.<br />
6.5 Registration into the share register<br />
No entries will be made in the share register for a period of 30 days prior to a General Meet<br />
ing of Shareholders, including the day after the General Meeting.<br />
7. Change of control and defence measures<br />
7.1 Duty to make an offer<br />
There are no statutory regulations with regard to optingout (Article 22 Stock Exchange Act<br />
SESTA) or optingup (Article 32 paragraph 1 SESTA).<br />
7.2 Clauses on changes of control<br />
In case that a third party would acquire more than 33 1 /3% of voting rights of <strong>Meyer</strong> <strong>Burger</strong><br />
<strong>Technology</strong> Ltd, the vesting periods and/or retention periods for employee shares and/or op<br />
tions set by the Board of Directors shall be accelerated so that any unvested share or option<br />
shall be immediately vested in full. The vesting would take place on the first day of the grace<br />
period in case of a successful public tender offer. There are no further clauses regarding a<br />
change of control that would favour the members of the Board of Directors or the members<br />
of the Executive Board.
66 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
8. Auditors<br />
8.1 Duration of the mandate and term of office of the lead auditor<br />
The auditors for the Company have been PricewaterhouseCoopers <strong>AG</strong>, Bälliz 64, CH3600<br />
Thun, since fiscal year 2003. The lead auditor, Hanspeter Gerber, has been responsible for<br />
the audit mandate since September 2006. The auditors have to be elected each year by the<br />
General Meeting of Shareholders.<br />
8.2 Auditing fees<br />
The auditing fees of PricewaterhouseCoopers, for services related to the audit of the an<br />
nual financial statements of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd and its subsidiaries and of the<br />
consolidated statements of <strong>Meyer</strong> <strong>Burger</strong> Group, as well as the review of the HalfYear<br />
<strong>Report</strong>, amount to a total of approximately TCHF 477 for fiscal year <strong>2010</strong>. In addition, the<br />
auditors charged auditing fees of approximately TCHF 121 in conjunction with the merger<br />
with 3S Industries Ltd.<br />
8.3 Additional fees<br />
Additional fees of PricewaterhouseCoopers for further services during fiscal year <strong>2010</strong>:<br />
Fiscal representation in Norway (fiscal invoicing in Norway) TCHF 75<br />
Consulting services regarding VAT TCHF 10<br />
Other TCHF 4<br />
Total TCHF 89<br />
8.4 Supervisory and control instruments vis-à-vis the auditors<br />
The Risk & Audit Committee examines once per year the auditing concept, the auditing plan<br />
and the fee structure, as well as the auditors independence from the Company.<br />
The external auditors perform at least once per year a detailed audit report and brief the Risk<br />
& Audit Committee extensively. The important statements and recommendations in the audit<br />
reports compiled by the external auditors are then discussed in detail with the entire Board of<br />
Directors and the Executive Board.<br />
In fiscal year <strong>2010</strong>, the external auditors performed two detailed audit reports (one each for<br />
the half year and the fiscal year reporting). Representatives of the external auditors participated<br />
in two meetings of the Risk & Audit Committee. Representatives of the internal audit of<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd also participated at these two meetings, as well as at one more<br />
meeting of the Risk & Audit Committee.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 67<br />
The Board of Directors verifies once per year the selection of potential auditors, in order to<br />
propose the preferred audit firm for election to the shareholders at the General Meeting of<br />
Shareholders. The Risk & Audit Committee evaluates the effectiveness of the auditors in accordance<br />
with the Swiss law. In this evaluation, the Risk & Audit Committee attaches great<br />
importance to the following criteria: Independence of the external auditors (personal independence<br />
of the lead auditor and independence of the audit firm in general), understanding of the<br />
Company’s business areas, sufficient resources set aside by the auditors, practical recommendations<br />
for the implementation of regulations in accordance with Swiss law and IFRS,<br />
global network of the auditors, understanding of the specific business risks of the Company,<br />
focus of the audit within the audit programme, cooperation with the Risk & Audit Committee,<br />
as well as with the internal audit and the Executive Board.<br />
The Board of Directors follows the regulations of the Swiss Code of Obligations with regards<br />
to the rotation intervals of the lead auditor, i.e. the lead auditor will be rotated every seven<br />
years.<br />
The Risk & Audit Committee also examines the proportion between the auditing fee for the<br />
annual financial statements and the additional nonaudit services performed by the auditors.<br />
The Committee will examine potential consequences regarding the independence of the<br />
auditors. The Executive Board is permitted to assign nonaudit mandates to the auditors up<br />
to an amount of TCHF 50. Any nonaudit mandates exceeding this amount must be approved<br />
by the Risk & Audit Committee prior to the assignment. The auditing fee for the annual audit<br />
mandate is finally approved by the entire Board of Directors.<br />
During <strong>2010</strong> as well as in the previous year, the Company has especially assigned tax consultancy<br />
services to another internationally active consultancy and audit group. For fiscal year<br />
<strong>2010</strong>, the Board of Directors concluded that the independence of the auditors was fully ensured<br />
at all times.<br />
9. Information Policy<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd communicates openly and transparently and treats sharehold<br />
ers, analysts, business partners, employees and the public equally when it promptly informs<br />
about any development in the Company.<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd publishes its results in an annual report and an interim report,<br />
as well as through press releases. When the annual results are released, the Company organises<br />
a physical conference for the media and the financial community to discuss details of<br />
the reported earnings and, depending on the occasion an additional conference call will be<br />
held. For the interim results, the Company organises either a physical conference or a conference<br />
call. The Company’s financial reports are available on the Company website in electronic<br />
form or can be ordered from the Company in print form.<br />
Official notices are published in the Swiss Official Gazette of Commerce (Schweizerisches<br />
Handelsamtsblatt). Publications in conjunction with the listing of the registered shares at SIX<br />
Swiss Exchange are made in accordance with the listing rules of SIX Swiss Exchange. The<br />
rules can be viewed under http://www.sixexchangeregulation.com/admission_en.html<br />
(Admission).
68<br />
Detailed information regarding disclosure notices is available under www.sixswissexchange.<br />
com, Product Search “MBTN”, Overview, Major Shareholders. Price sensitive information is<br />
published according to the adhoc publicity rules. The modalities for distribution of adhoc<br />
press releases (the so called push and pull systems) have been implemented in accordance<br />
with the adhoc publicity rules of SIX Swiss Exchange.<br />
The press releases can be viewed under<br />
http://www.meyerburger.com/en/investorrelations/adhoccommercialnews/<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
The contact form to subscribe for direct receipt of the ad hoc press releases is available<br />
under http://www.meyerburger.com/en/investorrelations/newsservice/<br />
Information to transactions with shares of the Company by members of the Board of Directors<br />
and members of the Executive Board are published under www.sixswissexchange.<br />
com, Product Search “MBTN”, Overview, Management Transactions.<br />
The Articles of Association of the Company (in German language only) are available under<br />
http://www.meyerburger.com/en/investorrelations/articlesofincorporation/<br />
For details regarding the investor relations contacts, as well as an agenda of important dates<br />
for fiscal year 2011 please refer to page 151 of this <strong>Annual</strong> <strong>Report</strong>.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Table of Contents<br />
Financial <strong>Report</strong><br />
70 Consolidated balance sheet<br />
71 Consolidated income statement<br />
72 Consolidated statement of other comprehensive income<br />
73 Consolidated cash flow statement<br />
74 Consolidated statement of changes in equity<br />
76 Notes to the consolidated financial statements<br />
138 <strong>Report</strong> of the auditors<br />
140 Balance Sheet<br />
141 Income statement<br />
142 Notes to the financial statements<br />
147 Proposal by the Board of Directors for the allocation of retained earnings<br />
148 <strong>Report</strong> of the auditors<br />
Other information<br />
150 Five-year summary<br />
151 Information for investors and media<br />
152 Addresses<br />
69
70 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Consolidated Financial Statements<br />
Consolidated balance sheet<br />
in TCHF Notes 31.12.<strong>2010</strong> 31.12.2009<br />
6.x<br />
Assets<br />
Current assets<br />
Cash and cash equivalents 1 393 543 96 610<br />
Trade receivables 2 36 937 27 722<br />
Net assets from construction contracts 3 5 859 –<br />
Other receivables 2 42 727 36 330<br />
Current tax assets 6 155 123<br />
Financial assets 4 / 5 / 6 / 7 314 588<br />
Inventories 8 139 028 121 487<br />
Availableforsale financial assets 9 – 885<br />
Total current assets<br />
Long-term assets<br />
624 564 58.5% 283 745 61.7%<br />
Other receivables 2 3 078 –<br />
Financial assets 4 / 5 / 6 / 7 186 1 457<br />
Property, plant and equipment 10 34 171 25 508<br />
Intangible assets 11 395 385 146 225<br />
Deferred tax assets 16 9 414 3 260<br />
Total long-term assets 442 234 41.5% 176 450 38.3%<br />
Total assets 1 066 799 100.0% 460 195 100.0%<br />
Liabilities and equity<br />
Liabilities<br />
Current liabilities<br />
Financial liabilities 12 582 23 421<br />
Trade payables 77 565 39 309<br />
Customer prepayments 231 087 77 754<br />
Other liabilities 14 29 044 15 910<br />
Provisions 13 17 591 10 356<br />
Current income tax liabilities 16 431 11 428<br />
Total current liabilites<br />
Non-current liabilities<br />
372 300 34.9% 178 178 38.7%<br />
Financial liabilities 12 310 59 478<br />
Provisions 13 4 273 416<br />
Retirement benefit obligation 15 3 989 817<br />
Deferred tax liabilities 16 41 365 24 461<br />
Other liabilities 14 1 634 558<br />
Total non-current liabilities 51 572 4.8% 85 730 18.6%<br />
Total liabilities<br />
Equity<br />
423 872 39.7% 263 908 57.3%<br />
Share capital 17 2 279 1 605<br />
Capital reserves 448 521 91 806<br />
Treasury shares (574) –<br />
Reserve for sharebased compensation 18 19 665 5 420<br />
Retained earnings 195 986 98 038<br />
Other reserves (22 955) (581)<br />
Total equity excl. minority interests 642 923 60.3% 196 287 42.7%<br />
Minority interests 4 –<br />
Total equity incl. minority interests 642 927 60.3% 196 287 42.7%<br />
Total liabilities and equity 1 066 799 100.0% 460 195 100.0%<br />
The Notes starting on page 76 are an integral part of the consolidated financial statements.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Consolidated income statement<br />
in TCHF Notes 1.1.–31.12.<strong>2010</strong> 1.1.–31.12.2009<br />
Net sales<br />
6.x<br />
19 826 005 100.0% 420 943 100.0%<br />
Changes in inventories of finished products and work in process 122 535 (31 128)<br />
Other income 20 23 723 16 999<br />
Income 972 262 406 814<br />
Costs of products and services of subcontractors (563 511) (236 737)<br />
Gross profit 408 752 49.5% 170 076 40.4%<br />
Personnel expenses 21 (133 859) (66 801)<br />
Other operating expenses 22 (87 357) (39 952)<br />
Earnings before interests, taxes, depreciation and amortisation (EBITDA) 187 535 22.7% 63 323 15.0%<br />
Depreciation and amortisation 10 / 11 (59 684) (22 009)<br />
Earnings before interest and taxes (EBIT) 127 851 15.5% 41 314 9.8%<br />
Financial income 23 3 122 782<br />
Financial expenses 23 (37 604) (2 779)<br />
Earnings before taxes (EBT) 93 369 11.3% 39 317 9.3%<br />
Income taxes 24 4 580 (10 139)<br />
Earnings from continuing operations 97 949 11.9% 29 177 6.9%<br />
Earnings from discontinued operations – –<br />
Group earnings 97 949 11.9% 29 177 6.9%<br />
Attributable to<br />
Shareholders of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd 97 948 29 177<br />
Minority interests 1 –<br />
Earnings per share in CHF<br />
Basic earnings per share 26 2.22 0.95<br />
Diluted earnings per share 26 2.18 0.94<br />
The Notes starting on page 76 are an integral part of the consolidated financial statements.<br />
EBITDA, EBIT and EBT are nonIFRS financial measures.<br />
71
72 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Consolidated statement of other<br />
comprehensive income<br />
in TCHF 1.1.–31.12.<strong>2010</strong> 1.1.–31.12.2009<br />
Group earnings<br />
Other comprehensive income<br />
97 949<br />
29 177<br />
Currency translation differences (22 373) (1 277)<br />
Total other comprehensive income (22 373) (1 277)<br />
Total comprehensive income 75 576 27 900<br />
Attributable to<br />
Shareholders of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd 75 575 27 900<br />
Minority interests 1 –<br />
The Notes starting on page 76 are an integral part of the consolidated financial statements.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Consolidated cash flow statement<br />
in TCHF Notes 1.1.–31.12.<strong>2010</strong> 1.1.–31.12.2009<br />
6.x<br />
Group earnings<br />
97 949<br />
29 177<br />
Income taxes 24 (4 580) 10 139<br />
Financial result 23 34 482 1 998<br />
Depreciation, amortisation and impairments (net) 10 / 11 59 684 22 009<br />
Gain / loss from sale of property, plant, equipment and intangible assets 20 / 22 (1 123) –<br />
Interest received 1 955 689<br />
Interest paid (3 483) (705)<br />
Income taxes paid (22 274) (14 634)<br />
Tax reimbursement received 6 286 –<br />
Decrease / (increase) in trade receivables 2 3 423 29 161<br />
Decrease / (increase) of net assets from contribution contracts 3 (5 859) –<br />
Decrease / (increase) in inventories 8 4 694 44 985<br />
Decrease / (increase) in other receivables (673) 1 413<br />
Increase / (decrease) in provisions 13 7 283 3 387<br />
Increase / (decrease) in current financial liabilities 58 27<br />
Increase / (decrease) in noncurrent financial liabilities 73 –<br />
Increase / (decrease) in trade payables 27 511 16 908<br />
Increase / (decrease) in customer prepayments 152 886 (67 414)<br />
Increase / (decrease) in other liabilities 4 094 (16 668)<br />
Other noncash related changes (14 865) (5 207)<br />
Cash flow from operating activities (operative cash flow) 347 520 55 265<br />
Purchase / sale of financial assets (availableforsale and loans) 4 2 649 (193)<br />
Investments in property, plant and equipment 10 (16 495) (5 845)<br />
Sale of property, plant and equipment 10 3 238 6 615<br />
Investments in intangible assets 11 (1 256) (2 369)<br />
Sale of intangible assets 11 – 1<br />
Increase in cash from merger with 3S Industries Ltd 30 46 924 –<br />
Purchase of business activities of Diamond Materials Tech, Inc. – (49 003)<br />
Purchase of remaining participation in Hennecke Systems GmbH (24 912) –<br />
Cash flow from investing activities 10 147 (50 794)<br />
Capital increases (incl. premium) 3 460 2 322<br />
Purchase of treasury shares – (29)<br />
Sale of treasury shares – 29<br />
Issuance of (current) financial liabilities 12 – 12 650<br />
Repayment of (current) financial liabilities 12 (23 062) (29)<br />
Issuance of (noncurrent) financial liabilities 12 – 33 956<br />
Repayment of (noncurrent) financial liabilities 12 (33 956) (47)<br />
Cash flow from financing activities (53 557) 48 851<br />
Change in cash and cash equivalents 304 109 53 322<br />
Cash and cash equivalents at beginning of period 1 96 610 43 739<br />
Currency translation differences on cash and cash equivalents (7 177) (451)<br />
Cash and cash equivalents at end of period 1 393 543 96 610<br />
The Notes starting on page 76 are an integral part of the consolidated financial statements.<br />
73
74 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
in TCHF<br />
Attributable to shareholders of<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
Notes<br />
6.x<br />
Share capital Capital reserves<br />
Equity as of 1.1.2009<br />
1 513<br />
51 966<br />
Capital increase 17 92 38 740<br />
Purchase of treasury shares 17 – –<br />
Sale of treasury shares – –<br />
Sharebased compensation 17 – –<br />
Comprehensive income – –<br />
Reclassification – 1 100<br />
Equity as of 31.12.2009 1 605 91 806<br />
Capital increases 17 22 3 479<br />
Capital increase as of 14.1.<strong>2010</strong> and exchange of shares 17 625 331 972<br />
Capital increase as of 22.4.<strong>2010</strong> and exchange of shares 17 27 14 311<br />
Sale of treasury shares – –<br />
Sharebased compensation 17 – –<br />
Comprehensive income – –<br />
Reclassification – 6 953<br />
Equity as of 31.12.<strong>2010</strong> 2 279 448 521<br />
The Notes starting on page 76 are an integral part of the consolidated financial statements.<br />
Consolidated statement of changes in equity
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Treasury shares<br />
–<br />
Attributable to shareholders of<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
Reserve for<br />
sharebased<br />
compensation Retained earnings<br />
2 681<br />
68 861<br />
Currency translation<br />
differences<br />
696<br />
Total equity excl.<br />
minority interests Minority interests<br />
125 717<br />
–<br />
Total equity incl.<br />
minority interests<br />
125 717<br />
– – – – 38 831 – 38 831<br />
29 – – – 29 – 29<br />
(29) – – – (29) – (29)<br />
– 3 839 – – 3 839 – 3 839<br />
– – 29 177 (1 277) 27 900 – 27 900<br />
– (1 100) – – – – –<br />
– 5 420 98 038 (581) 196 287 – 196 287<br />
– – – – 3 502 3 3 505<br />
(589) 14 793 – – 346 801 – 346 801<br />
– – – – 14 338 – 14 338<br />
15 – – – 15 – 15<br />
– 6 405 – – 6 405 – 6 405<br />
– – 97 948 (22 373) 75 575 1 75 575<br />
– (6 953) – – – – –<br />
(574) 19 665 195 986 (22 955) 642 923 4 642 927<br />
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76 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Notes to the consolidated financial statements<br />
1 General information<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd is a public limited company constituted in accordance with<br />
Swiss law. The address of the company’s registered office is: Grabenstrasse 25, 6340 Baar,<br />
Switzerland. <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd registered shares (ticker: MBTN) are listed on the<br />
SIX Swiss Exchange in Zurich. The fiscal year of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd runs from<br />
1 January to 31 December. These consolidated financial statements were approved for publication<br />
by the Board of Directors on 3 March 2011. They will be submitted for approval to<br />
the <strong>Annual</strong> General Meeting on 21 April 2011.<br />
The Group currency (reporting currency) is the Swiss Franc (CHF). The consolidated statements<br />
are shown in thousands of Swiss Francs.<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd is a leading, globally active technology group specialising in<br />
innovative systems and processes for cutting and handling crystalline and other highgrade<br />
materials.<br />
The machines, competences and technologies of the different companies within the Group<br />
are deployed in the solar (photovoltaics), semiconductor and optical industries. These three<br />
market areas use ultrathin wafers made from silicon, sapphire or other crystals for the manufacture<br />
of solar modules, switching circuits or highperformance LEDs. The Group’s core<br />
competencies cover a wide range of production processes, machines and systems deployed<br />
within the value chain for the manufacture of highquality wafers. Since its merger in January<br />
<strong>2010</strong> with 3S Industries Ltd, the global market leader in turnkey production systems and<br />
single equipment for the manufacture of solar modules, the Group also covers the entire<br />
value chain of solar module production and combines the key technologies of soldering, laminating<br />
and testing under one roof. Module manufacturers all over the world use Somont’s<br />
string soldering machines, 3S’s laminating lines and Pasan’s testing technologies to produce<br />
solar modules whose performance, operating life and quality meet the highest demands. The<br />
Group’s comprehensive range of products includes a worldwide service network with wear<br />
and tear parts, consumables, regrooving services, process knowhow, servicing, aftersales<br />
services, training and other services. As a globally active company, <strong>Meyer</strong> <strong>Burger</strong> Group is<br />
represented in Europe, Asia and North America in the respective key markets.<br />
2 Significant accounting and valuation policies<br />
The significant accounting and valuation policies employed in the preparation of these<br />
consolidated financial statements are described below. The described policies have been<br />
applied consistently to all of the reporting periods presented unless specifically stated to<br />
the contrary.<br />
2.1 Basis of accounting policies<br />
The consolidated financial statements of the <strong>Meyer</strong> <strong>Burger</strong> Group have been prepared in<br />
accordance with International Financial <strong>Report</strong>ing Standards (IFRS). All of the standards of<br />
the IASB (International Accounting Standards Board) that had entered into force by the reporting<br />
date and all of the valid interpretations of the IFRIC (International Financial <strong>Report</strong>ing<br />
Interpretation Committee) have been taken into account.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
The consolidated financial statements have been prepared on the historical cost basis, with<br />
the exception of financial instruments availableforsale, which are stated at fair value, and<br />
financial assets and financial liabilities including derivative financial instruments, which are<br />
shown at fair value through profit and loss.<br />
The preparation of the consolidated financial statements in conformity with IFRS requires that<br />
management make judgements, estimates and assumptions that could affect the reported<br />
amounts of assets and liabilities, income and expenses, as well as the disclosure of contingent<br />
liabilities and contingent claims during the reporting period. While these estimates are<br />
based on management’s best knowledge of current circumstances and possible future measures,<br />
actual results may ultimately differ from these estimates.<br />
These consolidated financial statements are published in German and English. The German<br />
original version is the binding version.<br />
2.2 Changes to accounting policies<br />
2.2.1 New and amended standards and interpretations that have entered into force<br />
for fiscal years beginning on or after 1 January <strong>2010</strong>:<br />
– Amendment to IFRS 2 “ShareBased Payment”: the amendment entered into force on<br />
1 January <strong>2010</strong> and defines the distinction between equitysettled and cashsettled sharebased<br />
payments. This change has no material effect on <strong>Meyer</strong> <strong>Burger</strong> Group's consolidated<br />
financial statements.<br />
– The revised standard IFRS 3 “Business Combinations”, applicable for fiscal years beginning<br />
on or after 1 July 2009, introduces significant changes to the way in which business<br />
combinations are reported. All anticipated purchase price payments are recognised at fair<br />
value at the time of acquisition. Subsequent adjustments to the purchase price are then<br />
recognised through profit and loss. Goodwill may be calculated on the basis of the majority<br />
shareholder's proportion of net assets or alternatively inclusive of the minority interest pro<br />
portion. In future, all transaction costs will be recognised immediately as expenses. These<br />
changes may have a significant influence on the financial presentation of future business<br />
combinations. <strong>Meyer</strong> <strong>Burger</strong> Group applies IFRS 3 prospectively from 1 January <strong>2010</strong>.<br />
– The revised standard IAS 27 “Consolidated and Separate Financial Statements”, applicable<br />
to financial years beginning on or after 1 July 2009, envisages that all transactions<br />
with minority interests will be recognised within equity, as long as no change in control<br />
has occurred. In future, neither goodwill nor profits or losses from these transactions will<br />
be recognised. The standard redefines the circumstances and the method of reporting<br />
in the case of a loss of control over another company. The remaining holding will be<br />
measured at fair value through profit and loss. In addition, the total net income will be<br />
allocated to the majority shareholder and minority interests, even if this results in a<br />
negative amount for minority interests in equity. These changes may affect the presen<br />
tation of future transactions with minority interests. The <strong>Meyer</strong> <strong>Burger</strong> Group applies<br />
IAS 27 prospectively from 1 January <strong>2010</strong>.<br />
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78 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Furthermore, as part of its annual improvement process, the IASB issued various minor<br />
changes to a number of existing individual standards in April 2009. These are to be applied<br />
to fiscal years beginning on or after 1 January <strong>2010</strong> and has no significant impact on <strong>Meyer</strong><br />
<strong>Burger</strong> Group's consolidated financial statements.<br />
2.2.2 New and amended standards and interpretations that have entered into force<br />
for fiscal years beginning on or after 1 January <strong>2010</strong> and which do not apply<br />
to <strong>Meyer</strong> <strong>Burger</strong> Group:<br />
– The amended standard IAS 39 “Financial Instruments: Recognition and Measurement”<br />
entered into force for financial years beginning on or after 1 July 2009. The amendment<br />
applies to complex hedge accounting and stipulates the conditions under which inflation<br />
represents a risk and with regard to hedging onesided risks using options. Currently,<br />
<strong>Meyer</strong> <strong>Burger</strong> Group does not make any use of hedge accounting.<br />
– The new interpretation IFRIC 17 “Distributions of Noncash Assets to Owners” applies to<br />
fiscal years beginning on or after 1 July 2009 and deals with the valuation of noncash<br />
dividends distributed to owners. <strong>Meyer</strong> <strong>Burger</strong> Group does not distribute any noncash<br />
dividends to its owners.<br />
– The new interpretation IFRIC 18 “Transfers of Assets from Customers” applies to fiscal<br />
years beginning on or after 1 July 2009 and deals with the treatment of agreements under<br />
which an entity receives from a customer an item of property, plant and equipment or cash<br />
for investment in property, plant and equipment for the purposes of connecting that customer<br />
to a network. <strong>Meyer</strong> <strong>Burger</strong> Group does not engage in any such utility services for<br />
which customers make assets available.<br />
2.2.3 New and amended standards and interpretations that have not yet entered<br />
into force for fiscal years beginning on or after 1 January <strong>2010</strong> and that have<br />
not been applied earlier than required:<br />
– The new standard IFRS 9 “Financial Instruments” deals with the classification and measurement<br />
of financial assets, thereby concluding the first of three project stages. IFRS 9<br />
will fully replace IAS 39 “Financial Instruments: Recognition and Measurement” over the<br />
next two years. IFRS 9 simplifies the financial asset categories, reducing them in number<br />
from four to two. This standard must be applied by 1 January 2013 at the latest, with earlier<br />
application permitted. <strong>Meyer</strong> <strong>Burger</strong> Group is currently of the view that the new standard<br />
will not have any material impact on its consolidated financial statements.<br />
– The revised standard IAS 24 “Related Party Disclosures”, applicable to financial years beginning<br />
on or after 1 January 2011, simplifies the disclosure requirements for public companies<br />
and redefines the concept of a “related party”. <strong>Meyer</strong> <strong>Burger</strong> Group is currently of<br />
the view that the new standard will not have any material impact on its consolidated financial<br />
statements.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
– The amended standard IAS 32 “Financial Instruments: Presentation”, applicable as of<br />
1 February <strong>2010</strong>, contains new rules on the presentation of subscription rights. <strong>Meyer</strong><br />
<strong>Burger</strong> Group is currently of the view that the new standard will not have any material impact<br />
on its consolidated financial statements.<br />
– The new interpretation IFRIC 19 “Extinguishing Financial Liabilities with Equity Instruments”<br />
applies to financial years beginning on or after 1 July <strong>2010</strong>. In situations in which financial<br />
liabilities are extinguished with equity instruments, the equity instruments are to be treated<br />
as money paid. <strong>Meyer</strong> <strong>Burger</strong> Group does not currently intend extinguishing financial<br />
liabilities with equity instruments. <strong>Meyer</strong> <strong>Burger</strong> Group is currently of the view that the new<br />
standard will not have any material impact on its consolidated financial statements.<br />
– The revised interpretation IFRIC 14 “IAS 19 – The Limit on a Defined Benefit Asset, Minimum<br />
Funding Requirements and their Interaction” is applicable to financial years beginning on<br />
or after 1 January 2011 and stipulates that voluntary payments into a pension plan, constituting<br />
a surplus, should be recognised as an economic benefit. This can typically occur in<br />
Switzerland in cases where pension plans have an employer contribution reserve. <strong>Meyer</strong><br />
<strong>Burger</strong> Group is currently of the view that the new standard will not have any material<br />
impact on its consolidated financial statements.<br />
2.3 Principles of consolidation<br />
Group companies are all those companies in which <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd either<br />
directly or indirectly holds more than 50% of the voting rights or in which it has control in<br />
another form. New Group companies are fully consolidated from the time at which control of<br />
the company is transferred to <strong>Meyer</strong> <strong>Burger</strong>. They are deconsolidated at the point in time at<br />
which control ceases.<br />
Assets and liabilities as well as the income and expenses of these companies are fully consolidated.<br />
The share of net assets and net profit or loss attributable to minority shareholders<br />
is presented separately in the consolidated balance sheet and income statement. All material<br />
intragroup transactions, balances, and unrealised profits and losses resulting from intragroup<br />
transactions are eliminated.<br />
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80 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
2.4 Scope of consolidation<br />
Company Registered office Currency Nominal<br />
value<br />
Participation 1<br />
31.12.<strong>2010</strong> 31.12.2009<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd Baar, Switzerland CHF 2 279 236 100% 100%<br />
<strong>Meyer</strong> <strong>Burger</strong> Ltd Thun, Switzerland CHF 500 000 100% 100%<br />
<strong>Meyer</strong> <strong>Burger</strong> Machinery (Shanghai) Co. Ltd Shanghai, China CNY 1 655 400 100% 100%<br />
<strong>Meyer</strong> <strong>Burger</strong> Systems (Shanghai) Co. Ltd Shanghai, China CNY 6 816 060 100% 0%<br />
<strong>Meyer</strong> <strong>Burger</strong> Kabushiki Kaisha Tokyo, Japan JPY 10 000 000 100% 100%<br />
<strong>Meyer</strong> <strong>Burger</strong> GmbH Langenfeld, Germany EUR 25 000 100% 100%<br />
<strong>Meyer</strong> <strong>Burger</strong> Automation GmbH Langenfeld, Germany EUR 25 000 100% 100%<br />
<strong>Meyer</strong> <strong>Burger</strong> Services GmbH Halle (Saale), Germany EUR 25 000 100% 100%<br />
AMB Apparate + Maschinenbau GmbH Langweid, Germany EUR 30 000 100% 100%<br />
Hennecke Systems GmbH Zülpich, Germany EUR 25 000 100% 100%<br />
Hennecke Services GmbH Zülpich, Germany EUR 25 000 100% 100%<br />
<strong>Meyer</strong> <strong>Burger</strong> France SAS 2 Paris, France EUR 37 000 0% 100%<br />
MB Services AS Porsgrunn, Norway NOK 100 000 100% 100%<br />
MB Services Pte. Ltd Singapore, Singapore SGD 1 100% 100%<br />
Diamond Materials Tech, Inc. Colorado Springs, USA USD 100 100% 100%<br />
MB Services Co. Ltd Taipei, Taiwan TWD 5 000 000 100% 100%<br />
3S Swiss Solar Systems Ltd Lyss, Switzerland CHF 3 000 000 100% 0%<br />
Pasan SA Neuenburg, Switzerland CHF 102 000 100% 0%<br />
Somont GmbH Umkirch, Germany EUR 25 000 100% 0%<br />
MBT Systems Ltd Tucson, USA USD 1 100% 0%<br />
<strong>Meyer</strong> <strong>Burger</strong> S.L. Barcelona, Spain EUR 3 010 100% 0%<br />
MB Services Co. Ltd Seoul, Korea KRW 50 000 000 100% 0%<br />
MB Systems PVT, Ltd Pune, India INR 1 000 000 85% 0%<br />
3S Industries Ltd. Hong Kong, Hong Kong HKD 1 100% 0%<br />
1 The participation in capital corresponds to the voting rights.<br />
2 <strong>Meyer</strong> <strong>Burger</strong> France SAS was liquidated in the <strong>2010</strong> reporting period.<br />
2.5 Foreign currency translation<br />
2.5.1 Foreign currency translation of financial statements of subsidiaries<br />
in foreign currencies<br />
Individual Group companies compile their financial statements in the local currency (functional<br />
currency).<br />
The balance sheets and income statements of Group companies are converted into Swiss<br />
francs for the purposes of consolidation as follows:<br />
− Assets (including goodwill) and liabilities at the closing rate<br />
− Equity (excluding net income or loss for the year) at the historical rate<br />
− Comprehensive income in equity at the average rate for the period<br />
− Income statement incl. Group earnings at average exchange rates for the period<br />
Foreign exchange differences arising from the conversion of financial statements of foreign<br />
Group companies and associates are taken to equity. Any currency translation difference<br />
existing at the time of the sale of a foreign Group company is recognised in the income<br />
statement as part of the profit on sale.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
The following conversion rates into Swiss Francs were used during the year under review:<br />
Balance sheet Income statement<br />
Unit <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
Chinese Yuan Renminbi (CNY)<br />
100 14.2729 15.1786 15.4031 15.8900<br />
European Euro (EUR) 1 1.2468 1.4875 1.3831 1.5099<br />
Japanese Yen (JPY) 100 1.1537 1.1251 1.1882 1.1602<br />
Norwegian Kroner (NOK) 100 15.9555 17.8567 17.2628 17.2913<br />
Singapore Dollar (SGD) 1 0.7290 0.7384 0.7648 0.7461<br />
Taiwan Dollar (TWD) 100 3.2398 3.2192 3.3066 3.2840<br />
US Dollar (USD) 1 0.9408 1.0378 1.0431 1.0855<br />
Hong Kong Dollar (HKD) 1 12.0897 – 13.4256 –<br />
Indian Rupee (INR) 100 2.0760 – 2.2761 –<br />
Korean Won (KRW) 100 0.0832 – 0.0902 –<br />
2.5.2 Foreign currency translation in the individual financial statements<br />
For the initial recognition of a transaction in a foreign currency, the amount in the foreign currency<br />
must be translated into the functional currency at the exchange rate at the time of the<br />
transaction. Average values (e.g. monthly rates) are allowed if they represent a reasonable<br />
approximation to the actual value.<br />
Balance sheet items are translated as follows at the end of the reporting period:<br />
− Monetary items at closing rate<br />
− Nonmonetary items measured at amortised cost, at historical rate<br />
− Nonmonetary items measured at fair value, at closing rate<br />
All exchange differences must be recognised in the income statement, with the exception of<br />
exchange differences on financial assets with equity character that fall into the “availableforsale”<br />
category, as well as derivative financial instruments held for the purpose of cash flow<br />
hedging.<br />
2.6 Cash and cash equivalents<br />
Cash and cash equivalents include all cash, postal and bank account balances, cheques and<br />
notes receivable as well as time deposits with an original maturity of up to 90 days.<br />
Cash and cash equivalents are reported at their nominal value.<br />
2.7 Trade receivables<br />
Trade receivables include all claims arising from the sale of goods or the provision of services.<br />
Trade receivables are initially measured at fair value. Subsequent measurement is at amortised<br />
cost less allowances. Individual allowances are used in all cases based on the specific<br />
debtor risks in addition to other known risks. An allowance can also be made on a portfolio<br />
basis where this is deemed appropriate on the basis of historical experience. In such a case,<br />
the risk pattern is regularly assessed and adjusted where necessary.<br />
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82 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Changes to allowances for doubtful receivables as well as effective losses due to bad<br />
debts are shown in other operating expenses.<br />
2.8 Other receivables<br />
This item includes all other receivables that do not arise from deliveries and services (e.g. VAT<br />
credits, withholding tax credits, receivables from social insurance, etc.). Included within this<br />
item are also payments to suppliers as well as prepaid expenses (e.g. for rent, interest, insurance<br />
premiums, etc.).<br />
Other receivables are initially measured at fair value. Subsequent measurement is at amortised<br />
cost less allowances.<br />
2.9 Financial assets<br />
Depending on the reason for the acquisition, <strong>Meyer</strong> <strong>Burger</strong> Group classifies its financial<br />
assets into the following categories:<br />
2.9.1 Financial assets at fair value through profit and loss<br />
This category is divided into two subcategories: financial assets that are allocated as “held<br />
for trading” or “designated” from the beginning. A financial asset is allocated to this category<br />
if it was primarily acquired with an intention to sell the asset within a short period of time or<br />
if management classified it accordingly. Derivative financial instruments also belong to this<br />
category, provided they do not qualify for hedge accounting. Financial assets in this category<br />
are shown as current assets if they are either held for trading or will most probably be<br />
sold within 12 months of the balance sheet date.<br />
2.9.2 Loans and receivables<br />
Loans and receivables are nonderivative financial assets with fixed or determinable pay<br />
ments that are not quoted in an active market. They are classified as current assets provided<br />
the maturity date falls no longer than 12 months after the balance sheet date. Otherwise, they<br />
are reported as noncurrent assets.<br />
Trade receivables are dealt with in Note 2.7.<br />
2.9.3 Available-for-sale financial assets<br />
“Availableforsale” financial assets are any nonderivative financial assets that are not allo<br />
cated to the other designated categories. They are allocated to longterm assets, provided<br />
management does not intend to sell them within 12 months of the balance sheet date.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
All financial assets, with the exception of loans, are recognised on the trade date on which<br />
<strong>Meyer</strong> <strong>Burger</strong> Group commits to buy or sell the asset. Loans are recognised on the settlement<br />
date. Financial assets of the category “at fair value through profit and loss” are designated<br />
on initial recognition at fair value. Financial assets that belong to the other categories<br />
are designated on initial recognition at fair value plus transaction costs. A financial asset is<br />
derecognised if either the contractual rights to receive the cash flows from the financial asset<br />
have expired, or if substantially all the risks and rewards arising from the financial asset have<br />
been transferred to a third party. Availableforsale financial assets and financial assets of<br />
the category “fair value through profit and loss” are designated at fair value after their initial<br />
recognition. Loans are measured at amortised cost using the effective interest method.<br />
Gains or losses from financial assets at fair value through profit and loss are recognised in the<br />
income statement, in the financial result for the period, in which they arise. Dividends from<br />
“availableforsale” equity instruments are recognised in the income statement upon establishment<br />
of the right to receive payment. Changes in the fair value of monetary financial<br />
assets that are classified as “availableforsale” are divided into currency translation differ<br />
ences, changes to amortised cost through profit and loss, and other changes to the carrying<br />
amount without any effect on profit and loss. Changes in the fair value of nonmonetary financial<br />
assets that are designated as “availableforsale” are recorded under Other comprehensive<br />
income without any effect on profit and loss.<br />
If financial assets that are classified as “availableforsale” are sold or become impaired, the<br />
cumulative recognised remeasurement of the fair value previously booked to Other reserves is<br />
recognised in the income statement.<br />
The fair value of listed holdings is measured according to the current bid price in the market.<br />
If there is no active market for a financial asset or the asset concerned is not listed, the fair<br />
value is calculated using appropriate valuation methods. These include reference to recent at<br />
arm's length market transactions between independent parties, use of the current fair value<br />
of other instruments that are substantially the same, discounted cash flow (DCF) analysis,<br />
and option pricing models that as far as possible reflect market conditions and exclude as far<br />
as possible companyspecific data.<br />
A check is carried out at each balance sheet date to assess if there is any objective evidence<br />
of impairment of a financial asset or a group of financial assets. If such evidence exists for<br />
“availableforsale” financial assets, the cumulative loss – measured as the difference between<br />
cost and current fair value less any impairments recognised in relation to the financial<br />
asset concerned – will be booked out of Other reserves and recognised in the income statement.<br />
Impairments relating to financial assets with equity character recognised through<br />
profit and loss may no longer be made good through profit and loss, but must be reported<br />
directly under Other reserves and are only recognised through profit and loss when the<br />
instrument is sold.<br />
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2.9.4 Derivative financial instruments<br />
Derivative financial instruments are designated upon initial recognition at the time of the con<br />
tract being concluded at fair value, and are subsequently carried at fair value at each balance<br />
sheet date. The profit or loss resulting from the measurement is immediately recognised in<br />
the income statement unless the derivative is designated as and effective as a hedging instrument<br />
within the framework of hedge accounting. The timing of the recognition in the income<br />
statement of the measurement results depends on the type of hedging relationship. <strong>Meyer</strong><br />
<strong>Burger</strong> Group may designate individual derivative financial instruments to hedge the fair value<br />
of balancesheet assets, liabilities or fixed obligations, or to hedge transactions that are expected<br />
with a high degree of probability or the foreigncurrency risk of fixed obligations (hedging<br />
cash flows).<br />
Where hedge accounting is used, the effective portion of changes in the fair value of derivative<br />
financial instruments is recognised in Other reserves. The ineffective portion of such<br />
changes in fair value is, however, recognised directly in the income statement. Accrued<br />
amounts in Other reserves are recycled to the income statement and recognised as income<br />
during the period in which the underlying hedged transaction affects profit and loss (e.g. at<br />
the time at which a future hedged sale occurs). If the future transaction is no longer expected<br />
to occur, the cumulative profit or loss booked to Other reserves is immediately recognised in<br />
the income statement.<br />
Derivative financial instruments that are used as hedging instruments as part of the <strong>Meyer</strong><br />
<strong>Burger</strong> Group’s risk strategy and that do not meet the strict criteria of hedge accounting at<br />
inception are allocated to the category “fair value through profit and loss” and recognised as<br />
profit or loss.<br />
Derivative financial instruments with positive replacement values are reported under financial<br />
assets, while derivative financial instruments with negative replacement values are reported<br />
under financial liabilities.<br />
2.10 Inventories<br />
Depending on the stage of completion of the individual products and their purpose, inventories<br />
are broken down into raw materials, purchased parts and goods for resale, goods in<br />
consignment, semifinished goods and work in process, finished goods and machines before<br />
acceptance.<br />
Raw materials, purchased parts, goods for resale and goods in consignment are measured<br />
at weighted average cost or lower net selling price. Semifinished goods, work in process,<br />
finished goods and machines before acceptance are measured at cost of production or lower<br />
net selling price. The lower net selling price corresponds to the estimated sales price less<br />
direct sales costs and where applicable costs of completion.<br />
Allowances are made for overly high levels of inventories that in all probability cannot be sold,<br />
for inventories where there is no or virtually no inventory turnover, and for damaged and<br />
unsalable inventories.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Customer prepayments directly attributable to a machine or an order are recognised as de<br />
ductions in inventories, but only up to the amount of the recognised value of the goods.<br />
2.11 Construction contracts<br />
Construction contracts are contracts for the construction of customerspecific assets or<br />
groups of assets, which normally extend over several reporting periods.<br />
Construction contracts are measured using the percentageofcompletion (PoC) method.<br />
The degree of completion is calculated individually for each construction contract and corresponds<br />
to the ratio of construction costs incurred up until the closing date to the estimated<br />
overall construction costs at that date. The costs incurred and the realised net income calculated<br />
on the basis of the stage of completion are recognised in the income statement. In the<br />
balance sheet, the accrued costs plus the proportion of profit minus customer prepayments<br />
are shown as net assets or net liabilities from construction contracts.<br />
2.12 Long-term assets held for sale<br />
A longterm asset or disposal group held for sale is reclassified as “longterm assets held<br />
for sale” if the asset can be sold immediately in its current condition, the sale is made under<br />
conditions that are usual and customary for such a sale, and the conclusion of the sale is<br />
highly probable.<br />
A longterm asset or disposal group held for sale is measured at the lower of its carrying<br />
amount or fair value less costs to sell. As soon as assets are classified “as held for sale”,<br />
regular depreciation of such assets must cease.<br />
The liabilities of a longterm asset or disposal group classified as held for sale are disclosed<br />
separately from other liabilities in the balance sheet. Those assets and liabilities may not be<br />
offset and disclosed as a single amount.<br />
2.13 Investments in associates<br />
An investment in an associate is normally said to exist when a company holds between 20%<br />
and 50% of the voting rights. Nonetheless, it is also possible that a holding of less than 20%<br />
of the voting rights can represent an investment in an associate if the investor is able to exercise<br />
significant influence.<br />
Investments in associates are recorded using the equity method. Upon initial recognition of<br />
an investment in an associate, the acquired investment is carried at cost. The goodwill paid<br />
for an associate is included in the carrying amount of the respective investment. The investment<br />
in the associate is adjusted thereafter for the postacquisition change in the investor’s<br />
share of the net assets.<br />
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2.14 Property, plant and equipment<br />
Property, plant and equipment include land, property used for operational purposes,<br />
facilities, machinery, IT and vehicles, as well as plant and equipment under construction.<br />
Property, plant and equipment are measured at their purchase price or construction costs<br />
less scheduled accumulated depreciation and accumulated impairment losses.<br />
Scheduled depreciation is generally carried out using the straightline method over the following<br />
expected useful lives:<br />
Useful life in years<br />
Land<br />
No depreciation<br />
Properties used for operational purposes 10–30<br />
Facilities 5<br />
Machinery 3–10<br />
IT 3<br />
Vehicles 4–8<br />
As soon as components of a fixed asset are shown to have differing useful lives or to be useful<br />
in different forms, the purchase price or construction costs is/are divided and allocated<br />
to the significant components.<br />
2.15 Intangible assets<br />
Intangible assets relate in particular to goodwill, development costs, acquired software, pat<br />
ents, licenses and intangible assets from acquisitions. The intangible assets from acquisitions<br />
include measured technologies, customer relationships, brands and orders.<br />
Goodwill is valued at the cost of acquisition less any impairment losses. Goodwill is allocated<br />
to the cashgenerating unit and not amortised on a linear basis, but tested annually for impairment.<br />
Intangible assets from acquisitions (for example, technology or customer relationships) are<br />
reported at fair value at the time of acquisition and then amortised using the straightline<br />
method over the scheduled useful life of the asset or amortised in relation to the expected<br />
sales during the planned useful life of the asset.<br />
Development costs are capitalised if they relate to a project that is technically feasible, if a<br />
future inflow of benefits is probable and if the costs can be reliably determined. Research<br />
costs are recognised as expenses.<br />
Development costs as well as all other intangible assets are reported at their purchase price<br />
or construction costs less cumulative scheduled amortisation and cumulative impairment<br />
charges.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Intangible assets from acquisitions are amortised over the following useful lives:<br />
Useful life in years<br />
Order backlog<br />
1–2<br />
Technologies 6–10<br />
Customer relationships 6–10<br />
Brands 6–10<br />
The assets are amortised on a straightline basis over the planned useful life or in relation to<br />
the expected sales over the planned useful life. Software is amortised over three years using<br />
the straightline method. All other intangible assets are amortised over their expected useful<br />
life subject to a maximum of ten years.<br />
In the event that an intangible asset does not have a determinable useful life and therefore<br />
cannot be amortised on a straightline basis, an annual test for impairment is conducted.<br />
2.16 Income taxes<br />
Income taxes on the result comprise current and deferred income taxes.<br />
Current income taxes are the expected taxes payable on the taxable income for the year of<br />
the respective Group companies including any adjustment to taxes payable in respect of<br />
previous years. Current income taxes are recorded on accrued basis.<br />
Deferred income taxes are recognised using the liability method, providing for temporary differences<br />
(valuation differences) between the tax bases of assets and liabilities and their carrying<br />
amounts for financial reporting purposes under IFRS. However, if the deferred income<br />
taxes arise from initial recognition of an asset or liability in a transaction other than a business<br />
combination that at the time of the transaction affects neither accounting nor taxable profit/<br />
loss, they are not accounted for either at the point of initial recognition or thereafter. Deferred<br />
income taxes are determined using tax rates and laws that have been enacted or substantially<br />
enacted by the balance sheet date and are expected to apply when the related deferred<br />
income tax asset is realised or the deferred income tax liability is settled.<br />
Deferred income tax assets are recognised to the extent that it is probable that future taxable<br />
profit will be available against which the temporary difference or a loss carryforward can be<br />
utilised.<br />
Deferred income tax liabilities are recognised on temporary differences arising on investments<br />
in subsidiaries and associates, except where the timing of the reversal of the temporary<br />
difference can be determined by <strong>Meyer</strong> <strong>Burger</strong> Group and it is probable that the temporary<br />
difference will not reverse in the foreseeable future due to this influence.<br />
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2.17 Financial liabilities<br />
Financial liabilities are divided into current and noncurrent depending on the time to ma<br />
turity, and include in particular liabilities to banks, derivative financial instruments, liabilities<br />
from finance leases, loans and mortgages.<br />
Financial liabilities are valued at cost less transaction costs. Subsequent measurement is at<br />
amortised cost using the effective interest rate method.<br />
Also shown within Financial liabilities are the negative replacement values of derivative financial<br />
instruments (see Note 2.9).<br />
Finance leases are discussed in Note 2.27.<br />
2.18 Trade payables<br />
Trade payables are recognised when a legal obligation to pay cash arises due to prior perfor<br />
mance.<br />
Trade payables are recognised at amortised cost, which is generally the nominal value.<br />
2.19 Customer prepayments<br />
A prepayment is a noninterestbearing payment by a customer under an existing contract for<br />
construction and/or delivery of products and services.<br />
Customer prepayments are recognised at amortised cost, corresponding to the nominal<br />
value.<br />
Customer prepayments directly attributable to a machine (or order) or a longterm construction<br />
contract are recognised as deductions in inventories or in longterm construction<br />
contracts.<br />
2.20 Other liabilities<br />
Other liabilities include noninterest bearing liabilities, in particular VAT liabilities, liabilities<br />
for social security payments, current and noncurrent employee benefits (e.g. accrued paid<br />
annual leave and overtime, profitsharing, bonuses, etc.) as well as accrued expenses and<br />
prepaid income.<br />
Other liabilities are measured at cost, which is generally the nominal value. Subsequent<br />
measurement is made at amortised cost, which is generally also the nominal value.<br />
2.21 Provisions and contingent liabilities<br />
<strong>Meyer</strong> <strong>Burger</strong> makes a distinction between the following categories of provisions: warranties,<br />
provisions for restructuring, onerous contracts, legal cases and other provisions.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Provisions are only recognised if there is a present obligation to third parties as a result of a<br />
past event, a reliable estimate can be made of the amount of the obligation, and an outflow<br />
of resources is probable. If an obligation cannot be estimated with sufficient reliability, it is<br />
shown as a contingent liability but not recognised.<br />
A provision is measured on the best estimate concept, i.e. the amount recognised as a provision<br />
is the best estimate of the expenditure required to settle the present obligation on the<br />
balance sheet date. The amount of a provision is reviewed for appropriateness at every balance<br />
sheet date. Noncurrent provisions are discounted.<br />
2.22 Equity<br />
Equity includes share capital, capital reserves, treasury stock, the reserve for sharebased<br />
payments, retained earnings, other reserves and minority interests in equity.<br />
Share capital is the par value of all outstanding shares.<br />
Capital reserves contain payments by shareholders in excess of par. This is the premium,<br />
reduced by the excess value over par of cancelled treasury stock. Gains and losses realised<br />
on the sale of treasury stock are also recognised directly in the capital reserves.<br />
Treasury stock comprises shares in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd held by <strong>Meyer</strong> <strong>Burger</strong><br />
<strong>Technology</strong> Ltd itself or indirectly through a Group company. Treasury stock is recognised at<br />
cost and is not remeasured at the end of a reporting period.<br />
The reserve for sharebased payments includes the fair value of options granted to the<br />
Executive Board, the Board of Directors and key employees and recognised over the vesting<br />
period.<br />
Retained earnings are profits of the <strong>Meyer</strong> <strong>Burger</strong> Group that are not distributed as dividends<br />
and that are freely available for the greater part. They include the legal, statutory and free<br />
reserves.<br />
Other reserves include currency translation differences from translating financial statements<br />
of foreign subsidiaries, fair value adjustments of financial assets held for sale, fair value adjustments<br />
of derivative financial instruments held for cash flow hedging, the share in other<br />
comprehensive income of associates, as well as the income tax influence on other comprehensive<br />
income.<br />
The minority interests in equity include the part of Group company equity that is attributable<br />
directly or indirectly to thirdparty shareholders.<br />
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2.23 Revenue recognition<br />
Revenue corresponds to the fair value of the consideration received or receivable from the sale<br />
of goods and services. Revenue is recognised net of sales or other goods and services taxes,<br />
deductions of credit notes, returns and discounts.<br />
Appropriate provisions are created for expected warranty claims arising from the sale of goods<br />
and services.<br />
Revenue is recognised when the amount of revenue can be measured with reliability and when<br />
it is probable that the future economic benefits that are associated with the transaction will flow<br />
to the company and the following specific criteria are fulfilled:<br />
Net revenue from the sale of machinery is recognised after deduction of revenue reductions at<br />
the time of the sale to the customer, at the point when the risks and rewards of ownership of<br />
the product are transferred to the buyer. Net revenue from longterm construction contracts is<br />
measured using the percentageofcompletion (PoC) method.<br />
Net revenue from service agreements is recognised on the basis of the proportion of services<br />
performed by the balance sheet date.<br />
Net interest income is recognised using the effective interest rate method in a periodcompliant<br />
manner; dividend income is recognised as soon as a legal right to payment is established.<br />
2.24 Share-based payments<br />
A sharebased payment is a transaction in which an entity receives goods or services as<br />
consideration for equity instruments of the entity, or acquires goods or services by incurring<br />
liabilities to the supplier of those goods or services for amounts that are based on the price<br />
of the entity’s shares or other equity instruments of the entity. The accounting treatment for<br />
sharebased payments depends on how the transaction is settled, namely whether it is settled<br />
with equity instruments or with cash. <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd makes sharebased<br />
payments settled with equity instruments. The fair value at the time of the shares or options<br />
being issued is recognised in personnel expenses at the time of issuance or, where appropriate,<br />
over the vesting period.<br />
2.25 Business combinations<br />
All business combinations are recognised in accordance with the purchase method. The<br />
purchase costs of an acquisition comprise the fair value at the acquisition date of the assets<br />
acquired, the liabilities entered into or assumed and any equity instruments issued. The costs<br />
arising from the business combination are charged to the income statement. The identifiable<br />
assets acquired or liabilities and contingent liabilities assumed in a business combination are<br />
recognised at fair value at the time of the first consolidation regardless of any minority interests.<br />
If the acquisition costs exceed the fair value of the share of the net assets of the company<br />
acquired by <strong>Meyer</strong> <strong>Burger</strong> Group, this difference will be recognised as goodwill and<br />
allocated to cashgenerating units. If the acquisition costs are lower than the fair value of the<br />
share of the net assets of the acquired subsidiary, the difference is recognised directly in the<br />
income statement. Minority interests are measured either by the full goodwill method using fair<br />
value or the proportionate share of the net assets.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
2.26 Segmentation<br />
Operational segments are disclosed on the same basis as that used for internal report<br />
ing to the management bodies responsible for decision making. The Executive Board, as<br />
the executive decisionmaking body, reviews the allocation of resources and performance<br />
assessment.<br />
2.27 Leases<br />
A fundamental distinction is made between finance leases and operating leases.<br />
A finance lease must be recognised in the balance sheet and generally transfers substantially<br />
all the risks and rewards incidental to ownership of the leased asset to the lessee on conclusion<br />
of the leasing agreement. These transactions are capitalised at the lower of the present<br />
value of future leasing payments or the fair value of the assets and depreciated over the<br />
shorter of the estimated useful life or the lease term. The particular liability is then periodically<br />
reduced by the amortisation portion of the lease payment and, depending on the due date,<br />
allocated to either noncurrent or current financial liabilities. The finance charge portion of the<br />
lease payment is recognised as a financial expense.<br />
All leases that do not qualify as finance leases are deemed to be operating leases and are<br />
treated in the same way as normal rent, i.e. the resultant payments are recognised as an<br />
expense in the income statement over the lease term on a straightline basis.<br />
2.28 Government grants<br />
A government grant is not recognised until there is reasonable assurance that the con<br />
ditions attaching to it will be fulfilled, and that the grant will be received.<br />
Government grants relating to assets are presented as a deduction from the carrying<br />
amount of the asset. Grants relating to income are deducted from the related expense.<br />
2.29 Borrowing costs<br />
Borrowing costs comprise interest and other costs incurred in connection with the borrowing<br />
of funds.<br />
Borrowing costs that are directly attributable to the acquisition, construction or production of<br />
a qualifying asset are capitalised as part of the cost of that asset.<br />
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2.30 Impairment of non-financial assets<br />
Nonfinancial assets are assessed on each balance sheet date for any indication of impair<br />
ment. If any such indication exists, a check is carried out to determine whether the asset<br />
could be impaired, i.e. whether the carrying amount could exceed the higher of the asset’s<br />
fair value less costs to sell and its value in use. If this is the case, the appropriate impairment<br />
loss is recognised.<br />
The same method is applied to reversals of impairment losses as to identifying impairment,<br />
i.e. a review is carried out on each reporting date to assess whether there are indications that<br />
an impairment loss might no longer exist or might have decreased. If this is the case, the<br />
amount of the decrease in impairment loss is determined (difference between recoverable<br />
amount and net carrying amount) and the impairment reversed accordingly.<br />
Goodwill is tested for potential impairment annually.<br />
For the purpose of impairment testing, goodwill acquired in a business combination must,<br />
from the acquisition date, be allocated to each of the acquirer’s cashgenerating units, or<br />
groups of cashgenerating units, that are expected to benefit from the synergies of the combination,<br />
irrespective of whether other assets or liabilities of the acquiree are assigned to<br />
those units or groups of units.<br />
Impairment may not be reversed for goodwill.<br />
2.31 Pension plans<br />
<strong>Meyer</strong> <strong>Burger</strong> Group has a range of pension plans designed to take account of local condi<br />
tions in individual countries. The Group operates defined benefit plans in Switzerland and<br />
defined contribution plans in other countries. Assets and liabilities of the Swiss pension plans<br />
are held in institutions that are legally independent of the <strong>Meyer</strong> <strong>Burger</strong> Group.<br />
Defined benefit plans typically prescribe an amount of pension benefits which an employee will<br />
receive upon retirement and which, as a rule, is dependent on one or more factors such as<br />
age, years of service and salary. In contrast, with a defined contribution plan, a fixed amount<br />
is paid to an entity (insurance company or fund) that does not belong to <strong>Meyer</strong> <strong>Burger</strong> Group.<br />
<strong>Meyer</strong> <strong>Burger</strong> does not have any legal or constructive obligation to make further payments<br />
should the defined contribution fund have insufficient assets to settle the claims to postemployment<br />
benefits of all employees relating to the current and previous financial years.<br />
For defined benefit plans, the amount recognised in the balance sheet should be the present<br />
value of the defined benefit obligation reduced by the fair value of plan assets at the balance<br />
sheet date and adjusted for cumulative unrecognised actuarial gains and losses and unrecognised<br />
past service cost. The defined benefit obligation (DBO) is calculated annually by an<br />
independent actuary using the projected unit credit method.<br />
In all cases, any underfunding is recognised as a liability. Overfunding, however, is only capitalised<br />
to the extent that it represents an economic benefit for the Group.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Actuarial gains and losses that are based on experiencebased adjustments and the effects of<br />
changes in actuarial assumptions and exceed 10% of the fair value of plan assets or, if higher,<br />
10% of the present value of the defined benefit obligation are recognised in the income statement<br />
over the expected average remaining working lives of the employees participating in that<br />
plan (corridor rule).<br />
In the case of defined contribution plans, <strong>Meyer</strong> <strong>Burger</strong> Group pays contributions to public or<br />
private pension insurance plans on the basis of a statutory or contractual obligation, or on a<br />
voluntary basis. <strong>Meyer</strong> <strong>Burger</strong> does not have any further payment obligations over and above<br />
payment of the contributions. The contributions are recognised under personnel costs when<br />
they fall due.<br />
2.32 Earnings per share<br />
Earnings per share is calculated by dividing the Group’s profit or loss attributable to registered<br />
shareholders of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd by the weighted average number of registered<br />
shares outstanding during the period in question. For the purposes of diluted earnings per<br />
share, potential diluting effects, e.g. from the exercise of options or conversion rights, are<br />
taken into account when counting the number of outstanding shares, and the relevant profit is<br />
adjusted accordingly.<br />
Treasury shares are not regarded as outstanding shares and are not included in the calculation.<br />
Earnings per share, if there are discontinued operations, is reported both for continuing<br />
operations and also for the total result.<br />
3 Financial risk management and capital management<br />
3.1 Overview of financial instruments<br />
The following is an overview of the <strong>Meyer</strong> <strong>Burger</strong> Group’s financial instruments:<br />
Financial assets<br />
in TCHF<br />
Fair value<br />
Receivables through profit<br />
and loans and loss<br />
Available<br />
forsale Total<br />
31.12.<strong>2010</strong><br />
Cash and cash equivalents 393 543 – – 393 543<br />
Trade receivables 36 937 – – 36 937<br />
Other receivables 42 727 – – 42 727<br />
Financial assets 500 – – 500<br />
Total 473 707 – – 473 707<br />
31.12.2009<br />
Cash and cash equivalents 96 610 – – 96 610<br />
Trade receivables 27 722 – – 27 722<br />
Other receivables 36 330 – – 36 330<br />
Financial assets 187 588 1 270 2 045<br />
Total 160 849 588 1 270 162 706<br />
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Financial liabilities<br />
in TCHF<br />
Fair value<br />
through profit<br />
and loss<br />
Derivative<br />
for hedge<br />
accounting<br />
Other<br />
financial<br />
liabilities Total<br />
31.12.<strong>2010</strong><br />
Financial liabilities – – 893 893<br />
Trade payables – – 77 565 77 565<br />
Other liabilities – – 30 678 30 678<br />
Total – – 109 135 109 135<br />
31.12.2009<br />
Financial liabilities 27 – 82 872 82 899<br />
Trade payables – – 39 309 39 309<br />
Other liabilities – – 16 468 16 468<br />
Total 27 – 138 648 138 675<br />
3.2 Fair value assessment<br />
With effect from 1 January 2009 and in accordance with IFRS 7, financial instruments<br />
measured at fair value are to be disclosed on the basis of a threelevel valuation hierarchy.<br />
The valuation methods for each of these three levels differ as follows:<br />
Level I Listed prices on active markets (not adjusted)<br />
Level II Valuation method with observable model inputs<br />
Level III Valuation method with nonobservable model inputs<br />
Fair value hierarchy<br />
in TCHF Level I Level II Level III Total<br />
31.12.<strong>2010</strong><br />
Financial assets<br />
Derivative financial instruments – – – –<br />
Availableforsale financial assets – – – –<br />
Total financial assets<br />
Financial liabilities<br />
– – – –<br />
Derivative financial instruments – – – –<br />
Total financial liabilities – – – –<br />
31.12.2009<br />
Financial assets<br />
Derivative financial instruments – 588 – 588<br />
Availableforsale financial assets – – 1 270 1 270<br />
Total financial assets<br />
Financial liabilities<br />
– 588 1 270 1 857<br />
Derivative financial instruments – (27) – (27)<br />
Total financial liabilities – (27) – (27)
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
The financial assets of TCHF 588 and financial liabilities of TCHF 27 shown under Level II as<br />
of 31 December 2009 corresponded to the positive and negative replacement values of<br />
forward currency contracts entered into. As of 31 December <strong>2010</strong>, no current forward cur<br />
rency contracts are outstanding.<br />
The financial asset of TCHF 1,270 shown under Level III as of 31 December 2009 corresponded<br />
to a participation of approximately 9% in SiC Processing Wuxi. The valuation was<br />
carried out on 31 December 2009, applying net fair value on the basis of two capital increases<br />
carried out shortly before the balance sheet date. This stake was sold in the <strong>2010</strong> reporting<br />
period.<br />
Financial assets at fair value in level III<br />
in TCHF<br />
Fair value through<br />
profit and loss<br />
Traded<br />
securities<br />
Traded<br />
derivative<br />
financial<br />
instruments<br />
Available<br />
forsale Total<br />
Equity<br />
instruments<br />
1.1.2009<br />
–<br />
– 1 212 1 212<br />
Changes in scope of consolidation – – – –<br />
Reclassification of associated companies<br />
Total earnings or losses<br />
– – – –<br />
reflected in income statement – – 106 106<br />
reflected in other comprehensive income – – – –<br />
Purchases – – – –<br />
Issues – – – –<br />
Sales – – – –<br />
Currency translation differences – – (49) (49)<br />
Reclassification from level III – – – –<br />
31.12.2009<br />
Total earnings or losses of the period for financial assets<br />
– – 1 270 1 270<br />
still held at the end of the reporting period<br />
–<br />
– 58 58<br />
1.1.<strong>2010</strong><br />
–<br />
– 1 270 1 270<br />
Changes in scope of consolidation – – – –<br />
Total earnings or losses – – – –<br />
reflected in income statement – – 1 230 1 230<br />
reflected in other comprehensive income – – – –<br />
Purchases – – – –<br />
Issues – – – –<br />
Sales – – (2 649) (2 649)<br />
Currency translation differences – – 149 149<br />
Reclassification from level III – – – –<br />
31.12.<strong>2010</strong><br />
Total earnings or losses of the period for financial assets<br />
– – – –<br />
still held at the end of the reporting period<br />
–<br />
–<br />
–<br />
–<br />
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96 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
in TCHF<br />
3.3 Financial risk management<br />
<strong>Meyer</strong> <strong>Burger</strong> Group is exposed in its operations to liquidity, credit and market risks (interest<br />
rate and foreign currency risks). As part of the Group’s risk management approach, derivative<br />
financial instruments are used to hedge against such risks. Generally, fluctuations in the fair<br />
value of these derivative financial instruments coincide with fluctuations in the opposite direction<br />
with regard to the hedged positions.<br />
3.3.1 Market risks<br />
Foreign currency risks<br />
<strong>Meyer</strong> <strong>Burger</strong> Group is exposed in particular to exchange rate fluctuations through operating<br />
expenses and finance denominated in a currency other than the local currency (functional<br />
currency) of the individual Group company concerned. The extent of the risk posed by sales<br />
denominated in a foreign currency is lower. At a consolidated level, the Group is also exposed<br />
to exchange rate fluctuations between the Swiss Franc and the respective local currencies of<br />
the Group companies. The major foreign currencies relevant to the <strong>Meyer</strong> <strong>Burger</strong> Group are<br />
the Euro, US Dollar, Japanese Yen and Chinese Yuan Renminbi.<br />
<strong>Meyer</strong> <strong>Burger</strong> Group uses forward currency contracts to hedge against exchange rate risks.<br />
Most of the hedge transactions have a term of up to 12 months. Foreign exchange rate risks<br />
relating to the carrying amount of the net investment in a foreign entity or to the conversion of<br />
results posted by foreign entities are not hedged.<br />
There were no open forward currency contracts on the balance sheet date. Fair value fluctuations<br />
in relation to foreign currency hedging are reported under Other income. Hedge<br />
accounting has not been used to date.<br />
The table below shows the currency risks from monetary financial instruments where the currency<br />
is not the same as the functional currency of the Group company holding the financial<br />
instrument:<br />
Foreign currency exposure (monetary and different from functional currency)<br />
31.12.<strong>2010</strong> 31.12.2009<br />
CHF EUR USD JPY NOK Total CHF EUR USD NOK Total<br />
Currency balance after hedging 336 11 507 28 902 290 393 41 428 458 10 291 (7 652) 1 606 4 703<br />
Income statement related sensitivity analysis +/– 5% 17 575 1 445 14 20 2 071 23 515 (383) 80 235<br />
Foreign currency rate fluctuations of 5% would have increased/reduced the consolidated<br />
equity/the result by TCHF 2,071 (previous year: TCHF 235). This analysis is based on the<br />
assumption that all other variables, particularly interest rates, remained unchanged.<br />
Interest rate risks<br />
<strong>Meyer</strong> <strong>Burger</strong> Group faces an interest rate risk from fluctuations in interest rates on the capital<br />
market. Liabilities from the use of syndicated bank loans are particularly exposed to the risk of<br />
fluctuating interest levels, with a potential related impact on cash flow. The other noncurrent<br />
financial liabilities are mainly subject to fixed rates of interest. As a result, changes in interest
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
rates could cause the fair value of such financial liabilities to fluctuate, which would not<br />
however have any effect on either Group earnings or future cash flow. <strong>Meyer</strong> <strong>Burger</strong> Group<br />
actively manages its interest rate risks. Its main goal lies in limiting the volatility of planned cash<br />
flows. As at 31 December 2009 and as at 31 December <strong>2010</strong>, there were no corresponding<br />
derivatives outstanding.<br />
Cash flow sensitivity analysis for variableinterest financial instruments: a change of 50 basis<br />
points in the rate of interest would have increased/reduced the result and consolidated equity<br />
by TCHF 1,680 (previous year: TCHF 183). This analysis is based on the assumption that all<br />
other variables remained unchanged.<br />
Further price risks<br />
<strong>Meyer</strong> <strong>Burger</strong> Group does not currently hold any financial instruments with equity character<br />
and is therefore not exposed to any such price risks. A commodity is a physical substance,<br />
generally a basic resource such as iron ore, nickel, aluminium, copper or other metals, crude<br />
oil, natural gas, coal, etc. Basically, <strong>Meyer</strong> <strong>Burger</strong> is only exposed indirectly, through its<br />
acquired products, to fluctuations in commodity prices. The actual price risk is caused by<br />
the time difference between cost rises implemented by suppliers as their raw material prices<br />
increase and the opportunity for the Group companies to increase their prices. Each Group<br />
company is responsible for identifying and quantifying its commodity price risks. <strong>Meyer</strong><br />
<strong>Burger</strong> Group did not trade in any such derivatives during the 2009 and <strong>2010</strong> reporting<br />
periods.<br />
3.3.2 Credit risks<br />
<strong>Meyer</strong> <strong>Burger</strong> Group is exposed to various credit risks through its operating activities. The<br />
Group has put in place guidelines to guarantee that products and services are only sold to customers<br />
with a good credit rating. Outstanding debts are also permanently monitored in relation<br />
to operating activities. Due account is taken of credit risks in relation to trade receivables and<br />
with regard to prepayments by means of individual value adjustments and flatrate value adjustments.<br />
Cluster risks are minimised by ensuring that the Group has a balanced number of different<br />
customers. With regard to the financial assets that were neither impaired nor the subject<br />
of payment arrears as at the balance sheet date, there are no signs that the debtors concerned<br />
will be unable to meet their payment obligations. The Group’s counterparties with regard to securities<br />
transactions, derivative financial instruments and investments are carefully selected<br />
financial institutions which are constantly monitored within defined limits. Because of the high<br />
inflow of funds in the period under review, around CHF 252 million or 64% of the cash and cash<br />
equivalents were invested with a large Swiss bank as of 31 December <strong>2010</strong>. On the basis of<br />
this institution’s credit ratings, <strong>Meyer</strong> <strong>Burger</strong> Group does not expect to incur any losses on account<br />
of nonperformance of contracts. The maximum credit risks are limited to the carrying<br />
amounts of the respective financial assets. Further information on the financial assets can be<br />
found in Note 6.2 (Receivables).<br />
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3.3.3 Liquidity risks<br />
The liquidity risk is the risk that <strong>Meyer</strong> <strong>Burger</strong> Group might be unable to meet its financial<br />
obligations on time. The availability of sufficient liquidity is permanently monitored, with<br />
monthly details provided to management. Liquidity reserves are maintained such that the<br />
Group is in a position to even out any normal fluctuations in the requirement for funds. At the<br />
same time, unused credit lines are available as a means of cushioning any major fluctuations<br />
should they arise. The total amount of unused credit lines as at 31 December <strong>2010</strong> due to<br />
the high exposure to advance payment guarantees was CHF 14.4 million (31 December<br />
2009: CHF 54.7 million).<br />
The table below shows the total contractual maturities of nondiscounted financial liabilities<br />
(including estimated future interest payments):<br />
Contractual maturities of financial assets (not discounted)<br />
in TCHF<br />
Book Total<br />
value payments<br />
till 1 year<br />
Due<br />
1 to 5<br />
years > 5 years<br />
31.12.<strong>2010</strong><br />
Financial liabilities (without foreign exchange rate contract) 893 893 583 310 –<br />
Foreign exchange rate contracts grosscashinflow – – – – –<br />
Foreign exchange rate contracts grosscashoutflow – – – – –<br />
Trade payables 77 565 77 565 77 565 – –<br />
Other liabilities 30 678 30 678 29 599 985 93<br />
Total financial liabilities 109 136 109 136 107 747 1 296 93<br />
31.12.2009<br />
Financial liabilities (without foreign exchange rate contract) 82 899 86 146 16 125 69 138 883<br />
Foreign exchange rate contracts grosscashinflow – (1 482) (1 482) – –<br />
Foreign exchange rate contracts grosscashoutflow 27 1 509 1 509 – –<br />
Trade payables 39 309 39 244 39 244 – –<br />
Other liabilities 16 468 18 964 18 402 558 5<br />
Guarantees – – – – –<br />
Total financial liabilities 138 702 144 381 73 797 69 696 888
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Contractual maturities of financial assets (not discounted)<br />
in TCHF Book value<br />
Total<br />
payments<br />
till 1 year<br />
Due<br />
1 to 5<br />
years > 5 years<br />
31.12.<strong>2010</strong><br />
Cash and cash equivalents 393 543 393 543 393 543 – –<br />
Trade receivables 36 937 36 937 36 937 – –<br />
Other receivables 45 805 45 805 42 727 3 078 –<br />
Financial assets – – – – –<br />
Foreign exchange rate contracts grosscashinflow – – – – –<br />
Foreign exchange rate contracts grosscashoutflow – – – – –<br />
Participation in SiC Processing (Wuxi) Ltd – – – – –<br />
Loans 500 500 314 186 –<br />
Total financial assets 476 785 476 785 473 521 3 264 –<br />
31.12.2009<br />
Cash and cash equivalents 96 610 96 610 96 610 – –<br />
Trade receivables 27 722 27 722 27 722 – –<br />
Other receivables 36 330 36 330 36 330 – –<br />
Income tax receivables – – – – –<br />
Financial assets 588 19 219 19 219 – –<br />
Foreign exchange rate contracts grosscashinflow (18 632) (18 632) – –<br />
Foreign exchange rate contracts grosscashoutflow 1 270 1 270 – 1 270 –<br />
Participation in SiC Processing (Wuxi) Ltd 187 187 – 187 –<br />
Loans – – – – –<br />
Total financial assets 162 706 162 706 161 249 1 457 –<br />
3.4 Capital management<br />
The capital managed by <strong>Meyer</strong> <strong>Burger</strong> Group is the consolidated equity. The aims in managing<br />
this capital are to maintain a healthy and solid balance sheet structure on the basis<br />
of goingconcern values, while guaranteeing the financial room for manoeuvre needed for<br />
future investments and acquisitions and generating a return for investors commensurate<br />
with the level of risk. The capital structure is monitored using the equity ratio as key financial<br />
data.<br />
Capital management<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Equity attributable to shareholders of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
642 923 196 287<br />
Minority interests 4 –<br />
Total equity 642 927 196 287<br />
Total assets 1 066 799 460 195<br />
Equity ratio 60.3% 42.7%<br />
The Group’s capital management is also based around the requirements of the lending banks<br />
with a view to improving the current rating. In September 2009, <strong>Meyer</strong> <strong>Burger</strong> Ltd entered<br />
into an agreement for a syndicated credit line (for further information on the syndicated credit<br />
see Note 6.12). The bank syndicate defined covenants. Should <strong>Meyer</strong> <strong>Burger</strong> be unable to<br />
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100 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
meet these covenants, the bank syndicate would have the right to cancel the loan at short<br />
notice. The bank syndicate stipulated a minimum equity ratio and a maximum level of indebt<br />
edness as of 31 December <strong>2010</strong>. All covenants were met as of that date.<br />
4 Estimation uncertainties and management judgements<br />
Preparation of the financial statements in accordance with IFRS requires that management<br />
make estimates and assumptions that could affect the reported amounts of income and<br />
expenses, assets and liabilities and contingent liabilities at the time of the accounts being<br />
prepared. These estimates, assumptions and assessments are permanently being revised.<br />
The adjustments made can affect the current period or also future periods depending on the<br />
circumstances concerned. The estimates, assessments and assumptions are based on historical<br />
values as well as other appropriate and justified factors. Actual events might deviate<br />
from these estimates. Additionally, the application of accounting standards requires that the<br />
management make decisions that could have a significant impact on the amounts reported<br />
in the financial statements. Above all, the assessment of business transactions with a complex<br />
structure or legal form requires that management make decisions. This applies to the<br />
following circumstances in particular:<br />
Business combinations<br />
In the event of control over another company being acquired, the costs of the acquisition are<br />
allocated to assets, liabilities and contingent liabilities. Any residual amount is reported as<br />
goodwill. This assessment requires an estimate from management of the fair value of these<br />
items. The estimates made by management are reflected in particular in the reporting and<br />
measurement of intangible assets (technology, order backlog, customer base, etc.) and of<br />
contingent items, and are reviewed by external valuation experts.<br />
Impairment of property, plant and equipment, goodwill and intangible assets<br />
Detailed impairment tests are carried out at least once a year for goodwill and other intan <br />
gible assets with an indefinite service life. The value of all other assets is reviewed if there are<br />
indicators that they are overvalued. Goodwill is allocated to the cashgenerating units (CGUs).<br />
Within <strong>Meyer</strong> <strong>Burger</strong> Group, these CGUs correspond to the individual subsidiaries. The residual<br />
values of the individual CGUs are compared against the higher of fair value less costs to<br />
sell and value in use. As part of the same process, the amount obtainable from property,<br />
plant and equipment is calculated using the same method. These impairment tests are based<br />
on estimated future cash flows from the use of these assets. The actual cash flows recorded<br />
in practice could differ considerably from these estimates as a result of changes to the<br />
planned use of assets such as technical obsolescence or market changes.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Provisions<br />
The Group companies may, on the basis of their ordinary business activity, become involved<br />
in legal disputes. Provisions for current or pending cases are measured based on<br />
existing knowledge on the basis of cash outflows judged to be realistic. Depending on the<br />
outcome of such cases, claims may arise against the Group, fulfilment of which might not<br />
be covered in full or in part by provisions or by insurance cover. The amount of warranty<br />
provisions is determined from past historical data and the currently known warranty risks.<br />
These provisions are made on a machinespecific basis as soon as a piece of equipment is<br />
invoiced (commencement of warranty period), and are reduced over the warranty period in<br />
line with the warranty costs incurred for the machine in question. Appropriate provisions<br />
are made to cover any contractual obligations on the basis of which the unavoidable costs<br />
of fulfilling the obligation exceed the economic benefits expected to be received under<br />
them. The amount of the provisions is based on management’s assessment of the case.<br />
Pension plans<br />
The estimates and assumptions used to determine the annual plan costs and plan liabilities are<br />
based on future projections and calculations (e.g. discount rate, expected longterm asset earnings,<br />
expected rate of increase in wages, expected rate of inflation), which are determined on a<br />
joint basis with actuaries.<br />
Income taxes<br />
Estimates have to be made to determine the level of claims and liabilities from current and<br />
deferred income taxes. These are based on an interpretation of the existing tax laws and regu<br />
lations. Numerous internal and external factors can impact on the final assessment. These<br />
include amendments to tax law, changes in tax rates, the future level of pretax profits and<br />
audits carried out by the tax authorities.<br />
5 Segment reporting<br />
<strong>Meyer</strong> <strong>Burger</strong> Group is a leading globally active technology group specialising in innovative<br />
systems and processes for cutting and handling crystalline and other highgrade materials in<br />
the solar (photovoltaic), semiconductor and optical industries. <strong>Meyer</strong> <strong>Burger</strong> Group only has<br />
one reportable segment, which means that the segment information corresponds to the figures<br />
in the consolidated statements. During implementation of IFRS 8, the following circumstances<br />
led to the conclusion that the Group had only one reportable segment:<br />
– Internal monthly reporting is carried out in concentrated form for the whole Group, with no split<br />
by geography, industry (solar, semiconductors, optical industries) or technology (e.g. cutting,<br />
automation and robotic systems, measurement systems, laminating, soldering systems or<br />
customer services).<br />
– Because of the close integration of the Group companies in individual projects, the legal en <br />
tities also generate sales with sister companies. Key decisions are therefore made for the whole<br />
Group by Group management on the basis of individual projects and not on the basis of the<br />
individual financial statements of the legal entities.<br />
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102 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
The holding companies only supply internal services; their operating results are monitored in<br />
the internal monthly reports referred to above.<br />
<strong>Meyer</strong> <strong>Burger</strong> Group invested TCHF 367,768 (<strong>2010</strong>: TCHF 84,053) in noncurrent assets<br />
in the <strong>2010</strong> reporting period, which was mainly the result of acquisitions (see Business combinations<br />
in Note 6.30), other property, plant and equipment (see Note 6.10) and intangible<br />
assets (see Note 6.11).<br />
Geographical information<br />
in TCHF Switzerland Europe Asia USA Total<br />
<strong>2010</strong><br />
Net sales third parties 10 537 128 325 628 722 58 420 826 005<br />
Longterm assets 143 429 211 019 1 567 73 465 429 480<br />
Sales in Europe mainly related to sales to Germany, and in Asia mainly to China. Net sales of<br />
CHF 252 million were generated from one major client, corresponding to 30.5% of the <strong>Meyer</strong><br />
<strong>Burger</strong> Group’s net sales.<br />
in TCHF Switzerland Europe Asia USA Total<br />
2009<br />
Net sales third parties 4 431 140 633 251 939 23 940 420 943<br />
Longterm assets 14 268 74 901 1 909 77 574 168 652<br />
Sales in Europe mainly related to transactions with Norway and Germany, while China was the<br />
main sales market in Asia. Net sales of CHF 62 million were generated from one major client,<br />
corresponding to 14.7% of the <strong>Meyer</strong> <strong>Burger</strong> Group’s net sales.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Net sales from products and services<br />
Net sales include the following products and services:<br />
in TCHF <strong>2010</strong> 2009<br />
Net sales from products<br />
Machines/systems manufactured 731 645 371 306<br />
Machines/systems traded 9 323 18 052<br />
Spare parts 25 508 16 032<br />
Consumables 19 457 7 056<br />
Other goods<br />
Net sales from services<br />
3 961 81<br />
Servicing and maintenance 4 590 2 558<br />
Regrooving and recoating 6 256 4 973<br />
Commissions 151 454<br />
Consultancy and training 84 26<br />
Other services 1 125 405<br />
Net sales from construction contracts 23 906 –<br />
Net sales 826 005 420 943<br />
6 Notes to the consolidated financial statements<br />
6.1 Cash and cash equivalents<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Cash and cash equivalents<br />
373 513 96 511<br />
Time deposits with maturities up to 90 days 20 030 98<br />
Cash and cash equivalents 393 543 96 610<br />
Of the total amount of cash and cash equivalents, TCHF 14,863 (2009: TCHF 6,681) is<br />
located in countries where cash flows to other countries are subject to formal requirements<br />
or applications. Taking the periods required for this into account, these funds can be made<br />
available at short notice.<br />
6.2 Receivables<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Trade receivables<br />
39 922 30 820<br />
Other receivables 45 970 36 330<br />
Value adjustments (3 150) (3 098)<br />
Receivables 82 742 64 052<br />
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Receivables without individual adjustments<br />
in TCHF<br />
Trade<br />
receivables<br />
31.12.<strong>2010</strong> 31.12.2009<br />
Other<br />
receivables<br />
Trade<br />
receivables<br />
Other<br />
receivables<br />
Not yet due<br />
20 853 45 655 13 948 36 317<br />
1–30 days overdue 6 603 – 3 150 –<br />
31–90 days overdue 4 123 – 1 810 –<br />
More than 91 days overdue 4 826 – 7 960 12<br />
Receivables without individual adjustments 36 406 45 655 26 868 36 330<br />
Receivables with individual adjustments<br />
in TCHF<br />
Trade<br />
receivables<br />
31.12.<strong>2010</strong> 31.12.2009<br />
Other<br />
receivables<br />
Trade<br />
receivables<br />
Other<br />
receivables<br />
Gross receivables<br />
3 516 315 3 783 –<br />
Value adjustments (2 817) (165) (2 928) –<br />
Receivables adjusted 699 150 854 –<br />
Changes in adjustments on receivables<br />
in TCHF<br />
Trade receivables Other receivables<br />
Individual<br />
value<br />
adjustments<br />
Overall<br />
value<br />
adjustments<br />
Individual<br />
value<br />
adjustments<br />
Overall<br />
value<br />
adjustments<br />
Balance as of 1.1.2009<br />
(1 290)<br />
–<br />
–<br />
–<br />
Impairment (2 425) (178) – –<br />
Reversal of impairment 674 – – –<br />
Disposals 101 – – –<br />
Currency translation differences 12 8 – –<br />
Balance as of 31.12.2009 (2 928) (170) – –<br />
Changes in scope of consolidation (961) – (114) –<br />
Impairment (2 539) (17) (50) –<br />
Reversal of impairment 2 234 – – –<br />
Disposals 1 213 – – –<br />
Currency translation differences 164 18 – –<br />
Balance as of 31.12.<strong>2010</strong> (2 817) (169) (165) –<br />
Both the trade receivables and other receivables are for the most part current in nature.<br />
Long-term receivables account for approximately CHF 3 million. <strong>Meyer</strong> <strong>Burger</strong> Group has not<br />
pledged any receivables to third parties as collateral. The maximum credit risk for <strong>Meyer</strong><br />
<strong>Burger</strong> Group corresponds in every case to the carrying amount of the receivables recognised.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
6.3 Net assets from construction contracts<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Accrued project costs<br />
15 275<br />
–<br />
Recognised portion gross profit 8 631 –<br />
Work in process 23 906 –<br />
Customer prepayments (18 047) –<br />
Net assets from construction contracts 5 859 –<br />
6.4 Financial assets<br />
Fair value through<br />
profit and loss<br />
in TCHF Trading Designated<br />
Available-<br />
for-sale<br />
Derivative<br />
financial<br />
instruments Loans Total<br />
Balance as of 1.1.2009<br />
–<br />
– 1 212 555<br />
– 1 767<br />
Changes in scope of consolidation – – – – – –<br />
Additions – – – 588 193 781<br />
Income statement related impairment – – 106 – – 106<br />
Impairment not affecting income statement – – – – – –<br />
Reclassification within financial assets – – – – – –<br />
Reclassification of long-term financial assets held-for-sale – – – – – –<br />
Disposals – – – (555) – (555)<br />
Currency translation differences – – (49) – (6) (54)<br />
Balance as of 31.12.2009 – – 1 270 588 187 2 045<br />
Changes in scope of consolidation – – – – 79 79<br />
Additions – – – – 315 315<br />
Income statement related impairment – – 1 230 – – 1 230<br />
Impairment not affecting income statement – – – – – –<br />
Reclassification within financial assets – – – – – –<br />
Reclassification of long-term financial assets held-for-sale – – – – – –<br />
Disposals – – (2 649) (588) (84) (3 321)<br />
Currency translation differences – – 149 – 3 152<br />
Balance as of 31.12.<strong>2010</strong> – – – – 500 500<br />
Thereof short-term<br />
Fair value through<br />
profit and loss<br />
in TCHF Trading Designated<br />
Available-<br />
for-sale<br />
Derivative<br />
financial<br />
instruments Loans Total<br />
01.01.2009<br />
–<br />
–<br />
– 555<br />
– 555<br />
31.12.2009 – – – 588 – 588<br />
31.12.<strong>2010</strong> – – – – 314 314<br />
The maximum credit risk for <strong>Meyer</strong> <strong>Burger</strong> Group corresponds in every case to the carrying<br />
amount of the financial assets recognised. <strong>Meyer</strong> <strong>Burger</strong> Group has not pledged any financial<br />
assets to third parties as collateral.<br />
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106 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
6.5 Financial assets carried at fair value through profit or loss<br />
and available-for-sale<br />
As of 31 December 2009, <strong>Meyer</strong> <strong>Burger</strong> Group held a participation of approximately 9%<br />
in SiC Processing (Wuxi) Ltd. This participation was sold during financial year <strong>2010</strong>. This<br />
financial asset was classed as “availableforsale” with a carrying amount of TCHF 1,270 as<br />
at 31 December 2009. For information on the measurement of fair value, see Note 3.2.<br />
6.6 Derivative financial instruments<br />
in TCHF<br />
Positive<br />
current<br />
market value<br />
Negative<br />
Contract current<br />
volume market value<br />
Contract<br />
volume<br />
Cash flow hedges<br />
Currency – – – –<br />
Interest rates<br />
Fair value hedges<br />
– – – –<br />
Currency – – – –<br />
Interest rates<br />
Trading assets<br />
– – – –<br />
Currency 588 19 219 (27) 1 509<br />
Interest rates – – – –<br />
31.12.2009<br />
Cash flow hedges<br />
588 19 219 (27) 1 509<br />
Currency – – – –<br />
Interest rates<br />
Fair value hedges<br />
– – – –<br />
Currency – – – –<br />
Interest rates<br />
Trading assets<br />
– – – –<br />
Currency – – – –<br />
Interest rates – – – –<br />
31.12.<strong>2010</strong> – – – –<br />
There were no outstanding foreign currency instruments as of 31 December <strong>2010</strong>. The foreign<br />
currency instruments as of 31 December 2009 were mainly foreign currency hedges in US<br />
Dollars and Euros. The maximum residual term of the forward exchange currency contracts<br />
was 12 months.<br />
6.7 Loans<br />
The loans as of 31 December <strong>2010</strong> with a carrying amount of TCHF 500 (31.12.2009: TCHF<br />
187) were not subject to an impairment; the amount shown corresponds to the effective receivables<br />
from the borrowers. The carrying amounts of these loans do not differ materially<br />
from the fair value. The maximum exposure to credit risk corresponds to its carrying amount.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
6.8 Inventories<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Raw materials, purchased parts<br />
53 621 54 222<br />
Goods in consignment 22 –<br />
Semifinished goods 76 746 55 297<br />
Finished goods 20 202 6 506<br />
Machines before acceptance 201 112 97 980<br />
Customer prepayments (202 772) (82 059)<br />
Value adjustment inventories (9 903) (10 460)<br />
Inventories 139 028 121 487<br />
Allowances are made for overly high levels of inventories that in all probability cannot be sold,<br />
for inventories where there is no or almost no inventory turnover, and for damaged and<br />
unsalable inventories.<br />
6.9 Long-term assets held for sale<br />
The longterm assets held for sale as of 31 December 2009 at a carrying amount of<br />
TCHF 885 corresponded to the value of four cylindrical grinding machines belonging to<br />
<strong>Meyer</strong> <strong>Burger</strong> Machinery (Shanghai) Co. Ltd., the sale of which was pending and which<br />
were no longer being used for the originally intended purpose. As of 31 December 2009, no<br />
liabilities were associated with these machines intended for sale. These machines were sold<br />
during the financial year <strong>2010</strong>.<br />
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108 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
6.10 Property, plant and equipment<br />
in TCHF<br />
Land and<br />
Assets under<br />
buildings Equipments Maschines IT Vehicles construction Total<br />
Purchase price<br />
Balance as of 1.1.2009 5 303 5 749 20 031 1 387 916 – 33 386<br />
Change in scope of consolidation 2 055 327 5 529 305 15 – 8 232<br />
Increase – 767 4 892 83 54 713 6 509<br />
Capitalisation – – 226 – – – 226<br />
Reclassification within property, plant and equipment – 36 (81) – 45 – –<br />
Reclassification from/to noncurrent assets held for sale – – (1 183) – – – (1 183)<br />
Disposal (5 303) (236) (2 487) – (179) – (8 205)<br />
Currency translation differences (90) (16) (180) (14) (4) (29) (334)<br />
Balance as of 31.12.2009 1 965 6 626 26 747 1 761 847 684 38 631<br />
Change in scope of consolidation 147 2 647 5 031 229 100 – 8 154<br />
Increase 166 1 265 4 235 207 520 2 115 8 508<br />
Capitalisation – – 3 776 – – 4 981 8 757<br />
Reclassification within property, plant and equipment (1 975) 2 142 4 243 10 10 (4 431) –<br />
Reclassification from/to noncurrent assets held for sale – – – – – – –<br />
Disposal – (25) (3 372) – (91) – (3 488)<br />
Currency translation differences 6 (789) (1 990) (28) (36) (214) (3 051)<br />
Balance as of 31.12.<strong>2010</strong> 310 11 866 38 670 2 179 1 351 3 134 57 510<br />
Cumulative depreciations and impairments<br />
Balance as of 1.1.2009 (3 709) (1 419) (5 501) (785) (211) – (11 626)<br />
Depreciation according to plan (147) (1 212) (5 315) (353) (175) – (7 201)<br />
Impairment – – (160) – – – (160)<br />
Reclassification within property, plant and equipment – (11) 14 – (4) – –<br />
Reclassification from/to noncurrent assets held for sale – – 256 – – – 256<br />
Disposal 3 784 208 1 459 – 96 – 5 547<br />
Currency translation differences 3 3 51 1 2 – 61<br />
Balance as of 31.12.2009 (68) (2 430) (9 195) (1 137) (292) – (13 123)<br />
Depreciation according to plan (27) (2 588) (8 124) (638) (232) – (11 609)<br />
Impairment – (14) (685) 5 – – (693)<br />
Reclassification within property, plant and equipment 69 (93) 19 – 4 – –<br />
Reclassification from/to noncurrent assets held for sale – – – – – – –<br />
Disposal – 25 1 293 – 55 – 1 373<br />
Currency translation differences 1 168 470 52 21 – 713<br />
Balance as of 31.12.<strong>2010</strong> (25) (4 931) (16 221) (1 718) (444) – (23 339)<br />
Net book value<br />
31.12.2008 1 594 4 330 14 530 602 705 – 21 761<br />
31.12.2009 1 896 4 196 17 552 624 555 684 25 508<br />
31.12.<strong>2010</strong> 285 6 935 22 449 461 907 3 134 34 171<br />
Therefrom financial leasing<br />
31.12.2008 – – – – – – –<br />
31.12.2009 – – – – – – –<br />
31.12.<strong>2010</strong> – – – – – – –<br />
The capital investment commitments for the acquisition of property, plant and equipment as of 31 December <strong>2010</strong> totalled<br />
TCHF 15,271 (31.12.2009: TCHF 342), and relate to a large extent (CHF 10.8 million) to the planned construction of the new<br />
<strong>Meyer</strong> <strong>Burger</strong> Ltd facility in Thun.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
6.11 Intangible assets<br />
in TCHF Goodwill Software<br />
Development<br />
costs<br />
Customer<br />
relationships<br />
Software<br />
Trade<br />
(from<br />
name <strong>Technology</strong> Acquisition)<br />
Order<br />
Backlog<br />
Other<br />
intangible<br />
assets Total<br />
Purchase price<br />
Balance as of 1.1.2009 22 622 4 069 – 23 131 – 52 299 – 5 527 114 107 761<br />
Change in scope of consolidation 23 374 – – – 1 499 46 096 – 701 – 71 671<br />
Increase – 864 1 505 – – – – – – 2 369<br />
Changes in value (1 646) – – – – – – – – (1 646)<br />
Capitalisation – – 430 – – – – – – 430<br />
Reclassification within intangible assets – (1 050) 1 050 – – – – – – –<br />
Disposal – (1) – – – – – – – (1)<br />
Currency translation differences (1 008) (2) (6) (20) (66) (2 071) – (36) – (3 209)<br />
Balance as of 31.12.2009 43 342 3 881 2 979 23 111 1 433 96 324 – 6 193 114 177 376<br />
Change in scope of consolidation 141 503 291 23 49 289 23 525 93 228 8 453 9 847 – 326 160<br />
Increase – 1 378 65 – – – – – – 1 443<br />
Changes in value 15 298 – – – – – – – – 15 298<br />
Capitalisation – – 31 – – – – – – 31<br />
Reclassification within intangible assets – – – – – – – – – –<br />
Disposal – (16) – – – – – (5 135) – (5 150)<br />
Exchange rate differences (19 657) (124) (69) (9 319) (1 334) (21 723) – (1 284) (18) (53 528)<br />
Balance as of 31.12.<strong>2010</strong> 180 486 5 410 3 030 63 081 23 625 167 829 8 453 9 621 96 461 630<br />
Cumulative depreciations<br />
and impairments<br />
Balance as of 1.1.2009 – (1 149) – (2 924) – (7 809) – (4 836) – (16 718)<br />
Depreciation according to plan – (1 228) (291) (3 352) (2) (8 984) – (752) (39) (14 647)<br />
Exchange rate differences – 1 – 52 – 144 – 17 1 215<br />
Balance as of 31.12.2009 – (2 376) (291) (6 224) (2) (16 649) – (5 571) (38) (31 151)<br />
Depreciation according to plan – (1 350) (996) (7 770) (2 334) (22 780) (1 691) (10 128) (32) (47 081)<br />
Changes in value – – (263) – – – – – (38) (301)<br />
Disposal – 16 – – – – – 5 135 – 5 150<br />
Exchange rate differences – (9) 40 1 638 74 4 438 – 944 13 7 138<br />
Balance as of 31.12.<strong>2010</strong> – (3 719) (1 510) (12 356) (2 262) (34 991) (1 691) (9 621) (95) (66 245)<br />
Net book value<br />
31.12.2008 22 622 2 920 – 20 207 – 44 490 – 691 114 91 043<br />
31.12.2009 43 342 1 504 2 688 16 887 1 431 79 675 – 621 76 146 226<br />
31.12.<strong>2010</strong> 180 486 1 691 1 519 50 725 21 363 132 838 6 762 – – 395 385<br />
Therefrom financial leasing<br />
31.12.2008 – – – – – – – – – –<br />
31.12.2009 – – – – – – – – – –<br />
31.12.<strong>2010</strong> – – – – – – – – – –<br />
The capital investment commitments for the acquisition of intangible assets as of 31 December<br />
<strong>2010</strong> were TCHF 141 (31.12.2009: TCHF 80). Research and development expenses during<br />
the reporting period came to TCHF 40,591 (2009: TCHF 20,566).<br />
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110 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Goodwill allocation to cash-generating units (CGUs)<br />
in TCHF Hennecke DMT 3S Pasan Somont Total<br />
31.12.<strong>2010</strong><br />
Goodwill<br />
Intangible assets with unlimited<br />
30 003 21 190 45 776 17 792 65 725 180 486<br />
expected useful life<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
31.12.2009<br />
Goodwill<br />
Intangible assets with unlimited<br />
19 968 23 374 – – – 43 342<br />
expected useful life<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
Goodwill is allocated to groups of cashgenerating units (CGUs) which are expected to<br />
benefit from the business combination that resulted in the goodwill. Goodwill was accordingly<br />
allocated to Diamond Materials Tech, Inc. (DMT), Hennecke Systems GmbH (Hennecke) and<br />
the companies 3S Swiss Solar Systems Ltd (3S), Pasan SA (Pasan) and Somont GmbH<br />
(Somont), which were acquired in the context of the merger with 3S Group in <strong>2010</strong>.<br />
in TCHF Hennecke DMT 3S Pasan Somont<br />
Growth rate<br />
2.00% 2.00% 2.00% 2.00% 2.00%<br />
Discount (before tax) rate 13.88% 16.04% 11.58% 12.19% 13.70%<br />
For the purposes of the annual impairment test, the recoverable amount of goodwill is measured<br />
on the basis of value in use. This method contains future cash flow projections in<br />
accordance with approved budgets and financial plans for three years, and a continuing<br />
annuity was calculated for subsequent years. The continuing annuity was calculated on the<br />
basis of the cash flow for budget year 3, incorporating a growth rate. Based on the principle<br />
of conservatism, <strong>Meyer</strong> <strong>Burger</strong> used for the goodwill impairment test the same growth rates<br />
for all companies and has set them at low levels. The cash flow projections for the individual<br />
companies are discounted on the basis of a discount rate (before tax) that takes account of<br />
the respective country and companyspecific features of the individual CGUs. Discount rates<br />
of between 11.58% and 16.04% were applied during the reporting year. The net present values<br />
are subject to exceptionally sensitive estimates and assumptions specific to the activities<br />
pursued by the individual CGUs in <strong>Meyer</strong> <strong>Burger</strong> Group. These estimates include:<br />
– Amount and timing of expected future cash flows<br />
– Tax and discount rate applied<br />
– Amount and timing of likely investment costs<br />
– Estimates of market shares<br />
– Longterm sales forecasts<br />
– Behaviour of competitors (market launch of competing products, marketing activities, etc.)<br />
A 10% reduction in operating result or cash flow, or a 10% increase in the discount rate,<br />
would not lead to any need for impairment with regard to any of the companies. Furthermore,<br />
carrying out the calculation without a growth rate would also not lead to any need for impairment.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
The change in goodwill for Hennecke is due to the fact that in <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> made early<br />
use of its right to exercise a purchase option included in the purchase agreement for the<br />
acquisition of the remaining 34% participation in Hennecke. The good order situation at<br />
Hennecke had pushed up the value of this purchase option. The higher residual payment for<br />
the purchase was recorded as an adjustment to goodwill. For detailed information on this<br />
acquisition, see Note 6.30.2. The decline in value of the Euro also resulted in a reduction in<br />
goodwill in relation to Hennecke.<br />
The change in goodwill in relation to DMT is purely attributable to the foreign currency measurement<br />
on the balance sheet date.<br />
At the Extraordinary General Meeting of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd on 14 January <strong>2010</strong> in<br />
Berne, the shareholders agreed to the merger with 3S Industries Ltd, Lyss, Switzerland. The<br />
Extraordinary General Meeting of 3S Industries Ltd, also held on 14 January <strong>2010</strong>, for its part<br />
agreed in full to the merger with <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. Following the purchase price<br />
allocation in <strong>2010</strong>, the merger resulted in goodwill of TCHF 141,503. For detailed information on<br />
this acquisition, see Note 6.30.<br />
Development of goodwill<br />
in TCHF<br />
Goodwill as of 1.1.2009<br />
22 622<br />
Increase in goodwill due to purchase of DMT 23 374<br />
Adjustment to goodwill of AMB (350)<br />
Adjustment to goodwill of Hennecke (1 296)<br />
Currency translation differences (1 008)<br />
Goodwill as of 1.1.<strong>2010</strong> 43 342<br />
Increase in goodwill of Hennecke 15 298<br />
Increase in goodwill due to merger with 3S Industries Ltd 141 503<br />
Currency translation differences (19 657)<br />
Goodwill as of 31.12.<strong>2010</strong> 180 486<br />
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112 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
6.12 Financial liabilities<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Shortterm<br />
Liabilities to banks 113 7 314<br />
Derivative financial instruments – 27<br />
Shortterm portion of longterm debts 310 16 000<br />
Other 158 79<br />
Short-term liabilities 582 23 421<br />
Long term<br />
Liabilities banks – 33 956<br />
Derivative financial instruments – –<br />
Loans 310 883<br />
Liability business combinations 1 – 24 639<br />
Long-term liabilities 310 59 478<br />
Financial liabilities<br />
1 For detailed information on this purchase obligation arising from business combinations, see Note 6.30.<br />
893<br />
82 899<br />
In September 2009, <strong>Meyer</strong> <strong>Burger</strong> arranged a syndicated line of credit in the amount of<br />
TCHF 130,000 to finance acquisitions and working capital with a syndicate made up of<br />
several highly reputed Swiss financial institutions. The borrowers are <strong>Meyer</strong> <strong>Burger</strong> Ltd<br />
and 3S Swiss Solar Systems Ltd since January <strong>2010</strong>. This syndicated loan is split up into<br />
an acquisition credit limit (amortising portion) and a guarantee/working capital limit<br />
(revolving portion). In <strong>2010</strong>, the acquisition credit limit was fully amortised early. The in<br />
terest rate is Libor plus a spread based on a given spread table, and is set quarterly. The<br />
bank syndicate defined covenants. Should <strong>Meyer</strong> <strong>Burger</strong> be unable to meet these covenants,<br />
the bank syndicate would have the right to terminate the loan at short notice. As<br />
of 31 December <strong>2010</strong>, the bank syndicate stipulates a minimum equity ratio, a maximum<br />
level of indebtedness and a minimum interest coverage ratio. All covenants were met as<br />
of that date. As collateral against the acquisition funding, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
stood guarantor for the obligations of <strong>Meyer</strong> <strong>Burger</strong> Ltd, and the shares in Diamond<br />
Materials Tech, Inc. were pledged to the bank syndicate. The full amortisation of the<br />
acquisition credit means that this pledge no longer applies.<br />
The interestbearing current liabilities to banks of TCHF 7,314 as of 31 December 2009 (bank<br />
loans to AMB Apparate + Maschinenbau GmbH issued by two German banks) were also<br />
amortised during the year under review.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
6.13 Provisions<br />
in TCHF Warranties<br />
Onerous<br />
contracts<br />
Other<br />
provisions Total<br />
Balance as of 1.1.2009<br />
6 586 800<br />
– 7 386<br />
Change in scope of consolidation – – – –<br />
Increase 4 810 5 994 1 493 12 297<br />
Use (1 650) – (399) (2 049)<br />
Released (6 548) (309) (4) (6 861)<br />
Present value adjustment – – – –<br />
Reclassification – – – –<br />
Currency translation differences (1) – – (1)<br />
Balance as of 31.12.2009 3 196 6 485 1 091 10 772<br />
Change in scope of consolidation 3 273 656 179 4 108<br />
Increase 6 277 6 477 2 795 15 549<br />
Use (3 269) (1 355) (996) (5 620)<br />
Released (805) (1 491) (234) (2 531)<br />
Present value adjustment – – – –<br />
Reclassification (114) 1 – – (114)<br />
Currency translation differences (165) – (134) (299)<br />
Balance as of 31.12.<strong>2010</strong> 8 393 10 772 2 700 21 864<br />
Therefrom short-term<br />
01.01.2009 6 586 800 – 7 386<br />
31.12.2009 2 781 6 485 1 091 10 356<br />
31.12.<strong>2010</strong><br />
1 Reclassification from provisions to other liabilities.<br />
7 454 7 438 2 700 17 591<br />
Warranties: provisions for services to be rendered during the contractual warranty period.<br />
The amount of the provisions is determined from past historical data and the currently known<br />
warranty risks. The cash outflow is expected within the warranty period granted, which is one<br />
year in most cases, or a maximum of two years.<br />
Onerous contracts: provisions for contracts under which the unavoidable costs of meeting<br />
the contractual obligations exceed the expected economic benefits. The outflow of economic<br />
benefits is generally expected within the next 12 months, but within the next 36 months at the<br />
most.<br />
Other provisions: the other provisions cover a variety of risks that occur in normal business<br />
operations and principally contain provisions for contractual penalties and litigation risks. The<br />
cash outflow is expected within the next 12 months.<br />
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114 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
6.14 Other liabilities<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Shortterm<br />
Accrued expenses 12 813 6 115<br />
Shortterm employee benefits 9 772 4 762<br />
Other 6 460 5 033<br />
Other short-term liabilities 29 044 15 910<br />
Longterm<br />
Other longterm employee benefits 1 634 558<br />
Other – –<br />
Other long-term liabilities 1 634 558<br />
Other liabilities 30 678 16 468<br />
6.15 Pension plans<br />
In <strong>2010</strong>, the acquisition of 3S Group resulted in the addition of the defined benefit pension<br />
plans of 3S Swiss Solar Systems Ltd and Pasan SA.<br />
Analysis of balance sheet position<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Present value of employee benefit obligation<br />
64 767 40 096<br />
Fair value of plan assets (54 944) (36 293)<br />
Funded status 9 823 3 803<br />
Unrecognised actuarial gain/loss (5 835) (2 986)<br />
Not balanced assets – –<br />
Liabilities from defined benefit pension plans 3 988 817<br />
Expenses pension plan in income statement<br />
in TCHF <strong>2010</strong> 2009<br />
Contributions by employees<br />
(2 712) (2 023)<br />
Interest cost of pension fund requirements (1 695) (1 200)<br />
Expected return on plan assets 1 537 1 184<br />
Change in not balanced assets – –<br />
Expenses pension plan (defined contribution) (2 870) (2 039)<br />
Expenses pension plan (defined benefit) (231) (17)<br />
Total expenses pension plan in the income statement (3 101) (2 056)
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Movement in the defined benefit obligation<br />
in TCHF <strong>2010</strong> 2009<br />
Balance as of 1.1.<br />
40 096 33 213<br />
Change in scope of consolidation 15 291 –<br />
Current service costs 2 709 1 963<br />
Employee contributions 2 977 2 015<br />
Contribution to risk premiums and administration costs (1 276) (898)<br />
Interest cost of pension fund requirements 1 695 1 200<br />
Actuarial gain/loss 3 024 2 445<br />
Paid out pension fund benefit 251 156<br />
Balance as of 31.12. 64 767 40 096<br />
Movement in the fair value of plan assets<br />
in TCHF <strong>2010</strong> 2009<br />
Balance as of 1.1.<br />
36 293 31 749<br />
Change in scope of consolidation 12 010 –<br />
Expected return on plan assets 1 537 1 184<br />
Actuarial gain/loss 175 71<br />
Employee contributions 2 977 2 014<br />
Employer contributions 2 977 2 015<br />
Contribution to risk premiums and administration costs (1 276) (898)<br />
Benefits paid 251 156<br />
Balance as of 31.12. 54 944 36 293<br />
Principal categories of plan assets and expected return<br />
31.12.<strong>2010</strong> 31.12.2009<br />
Equities<br />
5.3% 0.0%<br />
Bonds 10.8% 0.0%<br />
Real estate Switzerland 3.9% 0.0%<br />
Others 80.0% 100.0%<br />
The actual return on plan assets was TCHF 1,712 (2009: TCHF 1,255) in the <strong>2010</strong> reporting<br />
period.<br />
The pension plan assets of <strong>Meyer</strong> <strong>Burger</strong> Ltd and <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd are invested<br />
in a group insurance contract for occupational pensions with WinterthurColumna Foundation<br />
through an affiliation contract. 100% of the investments therefore consist of direct claims<br />
against the insurance company or against the group foundation. The expected longterm<br />
return of 3% on this insurance plan is based on historical experience with insurance contracts<br />
and expected future income.<br />
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116 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
The pension plan assets of 3S Swiss Solar Systems Ltd and Pasan SA are invested in a range<br />
of investments with various different foundations on the basis of the BVV 2 rules. The expected<br />
longterm return of 3.5% on these investments is based on historical experience and expected<br />
future income.<br />
Expected ordinary employer contributions for 2011 are TCHF 3,104.<br />
Principal actuarial assumptions<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Discount rate<br />
2.75% 3.0%<br />
Expected rate of return on plan assets 3– 3.5% 3.0%<br />
Future salary increases 1.5% 1.5%<br />
Future pension indexation 1.0% 1.0%<br />
4-years-overview<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009 31.12.2008 01.01.2008<br />
Present value of defined benefit obligation<br />
64 767 40 096 33 213 26 434<br />
Fair value of plan asset (54 944) (36 293) (31 749) (26 606)<br />
Overfunding/(underfunding) 9 823 3 803 1 464 (172)<br />
Adjustments from experiences of plan assets 175 71 (731) –<br />
Adjustments from experiences of plan liabilities (1 329) 778 119 –<br />
6.16 Deferred income taxes<br />
Causes for deferred income taxes<br />
Deferred<br />
tax assets<br />
Deferred<br />
tax liabilities<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009 31.12.<strong>2010</strong> 31.12.2009<br />
Trade receivables (7) – 409 935<br />
Inventories 2 224 330 6 104 5 065<br />
Financial assets – – – 218<br />
Property, plant and equipment 151 75 1 694 1 687<br />
Intangible assets 1 370 – 41 790 16 285<br />
Other assets 231 – – –<br />
Tax loss carryforwards 12 049 2 946 – –<br />
Financial liabilities 19 – 2 –<br />
Trade payables 2 156 169 92 –<br />
Provisions – – 662 713<br />
Liabilities from defined benefit plans 610 181 – –<br />
Subtotal 18 802 3 701 50 753 24 903<br />
Compensation (9 388) (442) (9 388) (442)<br />
Deferred tax liabilities 9 414 3 260 41 365 24 461<br />
The deferred income taxes on trade receivables, inventories and trade payables are current<br />
in nature.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
The capitalised tax loss carryforwards mainly result from losses realised at Diamond Materials<br />
Tech, Inc. (DMT) and AMB Apparate + Maschinenbau GmbH. Both companies are expected<br />
to achieve positive results in the future, making it possible to apply these loss carryforwards<br />
towards tax in the mediumterm.<br />
The valuation differences relating to those investments for which no deferred taxes were<br />
recognised are TCHF 673,810 as at 31 December <strong>2010</strong> (31.12.2009: TCHF 100,046).<br />
Development of deferred taxes (net)<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Balance as of 1.1.<br />
(21 202) (30 692)<br />
Change in scope of consolidation (43 007) –<br />
Income statement related 26 665 9 625<br />
Currency translation differences 5 592 (135)<br />
Balance as of 31.12. (31 952) (21 202)<br />
Tax losses not recognised<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Due in one year – –<br />
Due in 1–2 years – –<br />
Due in 3–4 years – –<br />
Due over 5 years 4 616 9 710<br />
Nonforfeitable 35 –<br />
Unaccounted tax loss carry-forward 4 651 9 710<br />
The tax rates for unrecognised tax loss carryforwards are 38% for the amount of TCHF<br />
4,610 and 28% for the amount of TCHF 41. In 2009, the tax rates were 40% for TCHF 1,759<br />
and 30% for TCHF 7,949.<br />
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118 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
6.17 Share capital<br />
Numbers<br />
of shares in CHF<br />
Balance as of 1.1.2009<br />
3 026 190 1 513 095<br />
Option plans 20 675 10 338<br />
Acquisition of subsidiaries 163 000 81 500<br />
Capital increase – –<br />
Capital decrease – –<br />
Balance as of 31.12.2009<br />
Share split 1:10 on 14.01.<strong>2010</strong><br />
3 209 865<br />
32 098 650<br />
1 604 933<br />
1 604 933<br />
Balance as of 14.01.<strong>2010</strong> after share split<br />
32 098 650 1 604 933<br />
Capital increase as of 14.01.<strong>2010</strong> 12 504 623 625 231<br />
Capital increase as of 22.04.<strong>2010</strong> 540 346 27 017<br />
Option and share plans 441 103 22 055<br />
Capital decrease – –<br />
Balance as of 31.12.<strong>2010</strong><br />
45 584 723<br />
2 279 236<br />
The share capital of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd as of 31 December <strong>2010</strong> was divided into<br />
45,584,723 registered shares with a par value of CHF 0.05 each. The share capital is fully paid<br />
up.<br />
The capital increase costs of TCHF 184 arising in connection with the <strong>2010</strong> capital increases<br />
and the adjustment for fractions of units related to the merger with 3S Industries Ltd amounting<br />
to TCHF 41 were offset against the capital reserves.<br />
No dividend was paid in the reporting period or in the previous year. A proposal will once<br />
more be submitted to the <strong>Annual</strong> General Meeting on 21 April 2011 to waive payment of a<br />
dividend for fiscal year <strong>2010</strong> and to carry forward the retained earnings to finance further<br />
growth.<br />
Conditional capital<br />
In accordance with Article 3b of the Articles of Association, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
held conditional share capital as of 1 January <strong>2010</strong> of CHF 203,287.50 for option rights<br />
granted to employees and members of the Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />
Ltd or of group companies. This capital was created by resolutions passed by the General<br />
Meetings of Shareholders held on 29 September 2006 and 8 May 2008 and was adjusted in<br />
conjunction with the merger with 3S Industries Ltd on the occasion of the company’s Extraordinary<br />
General Meeting on 14 January <strong>2010</strong> due to the share split in a ratio of 1:10.<br />
In accordance with Article 3c of the Articles of Association, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
held conditional share capital as of 1 January <strong>2010</strong> of CHF 150,000 for conversion and/or<br />
option rights granted in connection with convertible bonds, bonds with options or other<br />
financial market instruments of the company or group companies. This capital was created<br />
by a resolution passed by the General Meeting of Shareholders on 8 May 2008, was adjusted
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
in conjunction with the merger with 3S Industries Ltd on the occasion of the Extraordinary<br />
General Meeting of the company on 14 January <strong>2010</strong> due to the share split in a ratio of 1:10<br />
and was subsequently increased from CHF 150,000 to CHF 200,000 on the occasion of the<br />
Ordinary General Meeting of 29 April <strong>2010</strong>.<br />
Pursuant to Articles 3b and 3c of the Articles of Association, dated 29 April <strong>2010</strong>, the share<br />
capital may be increased as follows:<br />
– The share capital may be increased by a maximum of CHF 202,512.50 through the exercise<br />
of option rights granted to the employees and members of the Board of Directors of<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd or of group companies in accordance with a plan to be<br />
devised by the Board of Directors. The preferential rights of the shareholders shall be<br />
excluded. The new registered shares will be subject to the registration restrictions set forth<br />
in Article 4 of the Articles of Association following acquisition.<br />
– The share capital will be increased by a maximum amount of CHF 200,000 by virtue of the<br />
exercise of conversion and/or option rights in conjunction with convertible bonds, bonds<br />
with options or similar financial market instruments of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd or<br />
group companies.<br />
The preferential rights of shareholders are excluded in the event of the issuance of convertible<br />
bonds, bonds with options or other financial market instruments which are linked to<br />
conversion and/or option rights. Holders of conversion and/or option rights are entitled to<br />
subscribe for the new shares. The acquisition of shares through the exercise of conversion<br />
and/or option rights and each subsequent transfer of the shares is subject to the registration<br />
restrictions set forth in Article 4 of the Articles of Association following acquisition.<br />
The Board of Directors may limit or withdraw the preferential rights of shareholders to subscribe<br />
to convertible bonds, bonds with option rights or similar financial market instruments<br />
when they are issued, if:<br />
– the financial instruments with conversion or option rights are issued in connection with the<br />
financing or refinancing of the acquisition of an enterprise or parts of an enterprise, participations<br />
or new investment projects, or<br />
– an issue by firm underwriting by a bank or consortium of banks with subsequent offering<br />
to the public without preferential subscription rights seems to be the most appropriate<br />
form of issue at the time, particularly in terms of the conditions or time plan of the transaction.<br />
If preferential subscription rights are withdrawn by a decision of the Board of Directors, the<br />
following conditions shall apply:<br />
– conversion rights may be exercisable for up to 10 years, option rights for up to 7 years<br />
from the date of the respective issuance; and<br />
– the respective financial market instruments must be issued at the relevant market conditions.<br />
As a result of the exercise of option rights, the conditional share capital in accordance with<br />
Article 3b of the Articles of Association was reduced to CHF 181,232.35 as of 31 December<br />
<strong>2010</strong>. The conditional share capital in accordance with Article 3c of the Articles of Association<br />
remained unchanged as of 31 December <strong>2010</strong> at CHF 200,000.<br />
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120 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Authorised share capital<br />
In accordance with its Articles of Association, as of 1 January <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />
Ltd had an authorised share capital of CHF 188,500, issuable up to 8 May <strong>2010</strong>, which was<br />
created by a resolution passed by the <strong>Annual</strong> General Meetings held on 29 September 2006<br />
and 8 May 2008. In conjunction with the completion of the purchase of the remaining 34%<br />
participation in Hennecke Systems GmbH, 540,346 registered shares in the company were<br />
issued from the then authorised share capital on 22 April <strong>2010</strong>. This reduced the authorised<br />
share capital to CHF 161,482.70. The continuation/creation of authorised capital in the maximum<br />
amount of CHF 225,000, issuance of which is possible until 29 April 2012, was resolved<br />
at the Ordinary General Meeting on 29 April <strong>2010</strong>.<br />
In accordance with Article 3a of the Articles of Association, dated 29 April <strong>2010</strong>, the Board of<br />
Directors is entitled to increase the share capital of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd by not more<br />
than CHF 225,000 until 29 April 2012.<br />
The Board of Directors is entitled to limit or exclude the subscription rights of the shareholders<br />
or allocate them to third parties if the new shares are to be used for the following purposes:<br />
– for the acquisition of enterprises, parts of enterprises, participations or new investment<br />
projects;<br />
– for the financing or refinancing of the acquisition of enterprises, parts of enterprises, participations<br />
or new investment projects; or<br />
– for a placement of shares in the capital market.<br />
Shares for which subscription rights have been granted but not exercised should be used in<br />
the interests of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd.<br />
The increase may take place by means of a firm underwriting and/or in partial amounts. The<br />
Board of Directors is entitled to set the issue price of the shares, the type of contribution and<br />
the date of entitlement to dividends. Shares issued under these terms will be subject to the<br />
registration restrictions set forth in Article 4 of the Articles of Association of <strong>Meyer</strong> <strong>Burger</strong><br />
<strong>Technology</strong> Ltd.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
6.18 Share-based payment<br />
The Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd has approved an option plan for its<br />
own members, the members of the Executive Board and other key employees in 2006, and<br />
has granted options based on this plan. The options were allocated by the Board of Directors<br />
free of charge and are nontransferable. The exercise price was calculated in each case on<br />
the basis of the average closing price on the last 20 trading days prior to the allocation date.<br />
Every option entitles the holder to subscribe for one registered share. The options may be<br />
exercised after the expiry of a defined vesting period and during the exercise period, and only<br />
while the holder has a valid employment contract or Board membership at the company.<br />
Options that have not been exercised will be forfeited after the expiry of the exercise period.<br />
The Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd approved in December 2009 to<br />
replace the option plan with a sharebased payment plan, which was applied for the first time<br />
in <strong>2010</strong>. A fixed number of <strong>Meyer</strong> <strong>Burger</strong> shares can be allocated annually. These shares<br />
have a vesting period of two years and an optional retention period of zero, three or five years<br />
that can be chosen by the participant (the retention period follows the end of the vesting<br />
period). The amount of the sharebased payment is calculated using the share price on the<br />
day on which the recipients of the shares are informed of the share allocation and the appli<br />
cable terms and conditions.<br />
The option plan (pursuant to paragraph 1) in force prior to the introduction of the sharebased<br />
payment plan will continue to run until such time as all options have been exercised, have<br />
expired or have had to be cancelled. The options issued in <strong>2010</strong> were options from the 3S<br />
Industries Ltd option plan which were acquired in the context of the merger with 3S Industries<br />
Ltd and integrated into the <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd option plan.<br />
Share participation programme<br />
The following shares were allocated during the <strong>2010</strong> reporting year:<br />
Share-based compensation<br />
<strong>2010</strong> 2009<br />
Number of issued shares<br />
134 230<br />
–<br />
Date of grant 15.12.<strong>2010</strong> –<br />
Share price at date of grant in CHF 28.90 –<br />
Value of the granted shares in CHF 3 879 247 –<br />
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122 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Option plan<br />
Option plans<br />
Number of<br />
options<br />
Average<br />
exercise<br />
price<br />
Balance as of 1.1.2009<br />
901 000 15.29<br />
Issued 591 600 19.50<br />
Expired (15 500) 17.15<br />
Exercised (206 750) 11.23<br />
Not exercised – –<br />
Balance as of 31.12.2009 1 270 350 17.89<br />
Thereof exercisable 244 750 –<br />
Issued<br />
–<br />
–<br />
Additions through merger with 3S 842 901 6.41<br />
Expired (133 900) 17.69<br />
Exercised (400 563) 8.70<br />
Not exercised – –<br />
Balance as of 31.12.<strong>2010</strong> 1 578 788 14.11<br />
Thereof exercisable 916 471 –<br />
The previous year’s figures with regard to number of options and average exercise price have<br />
been adjusted in line with the share split in a ratio of 1:10 carried out on 14 January <strong>2010</strong>.<br />
The weighted average share price at the time the options were exercised in the reporting<br />
period was CHF 27.46 (previous year: CHF 23.90).<br />
Option expiration<br />
Jahr<br />
Average<br />
exercise<br />
price<br />
in CHF<br />
<strong>2010</strong> 2009<br />
Number of<br />
options<br />
Average<br />
exercise<br />
price<br />
in CHF<br />
Number of<br />
options<br />
<strong>2010</strong><br />
–<br />
– 4.83 30 250<br />
2011 7.43 353 000 20.40 214 500<br />
2012 12.06 563 471 15.37 434 000<br />
2013 19.41 662 317 19.50 591 600<br />
Options – 1 578 788 – 1 270 350<br />
The previous year’s figures with regard to number of options and average exercise price have<br />
been adjusted in line with the share split in a ratio of 1:10 carried out on 14 January <strong>2010</strong>.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Parameters of calculation and valuation at the time of grant<br />
in TCHF Merger 3S<br />
Tranche<br />
2009<br />
Grant date<br />
14.01.<strong>2010</strong> 07.09.2009<br />
Start of exercise period div. 07.09.2011<br />
End of exercise period div. 06.09.2013<br />
Holding period in years div. 3<br />
Closing price in CHF 26.65 20.99<br />
Exercise price in CHF 6.411) 19.50<br />
Volatility 64% 1) 70%<br />
Riskfree interest rate 1.061% 1) 1.429%<br />
Expected employee fluctuation 8% 8%<br />
Valuation at the time of option grant (CHF) 22.69 1) 8.77<br />
The calculation parameters and the valuation of the 2009 tranche have been adjusted in line<br />
with the share split based on a ratio of 1:10 carried out on 14 January <strong>2010</strong>.<br />
The options were valued at the time of issue on the basis of the extended BlackScholes<br />
model. The volatility of the tranches was calculated based on historical price movements. The<br />
weighted average holding period for earlier tranches was used to calculate the holding period<br />
for the 2009 tranche.<br />
1) In conjunction with the merger with 3S Industries Ltd, a total of seven different option tranches<br />
were acquired and integrated into <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd’s existing option plan. The<br />
allocation date for all of the acquired tranches is the date of the merger (14 January <strong>2010</strong>). The<br />
closing price of CHF 26.65 is the closing price on the date of the merger. The earliest date<br />
on which exercising of the options may commence is 1 September 2009, and the latest date<br />
for the commencement of the exercising of the options is 1 September 2011. The earliest date<br />
on which exercising of the options may end is 31 August 2011, with the latest date being<br />
31 August 2013. The holding period for the calculation of the value of the option at the time of<br />
issue is between one and six years. The average weighted exercise price of the options<br />
acquired as a result of the merger with 3S Industries Ltd is CHF 6.41 (lowest exercise price:<br />
CHF 1.12, highest exercise price: CHF 19.04). The average weighted riskfree interest rate is<br />
1.061% (lowest interest rate: 0.684%, highest interest rate: 1.814%). The average weighted<br />
value at the time the acquired options were issued is CHF 22.69 (lowest value: CHF 17.24,<br />
highest value: CHF 25.54).<br />
6.19 Net sales<br />
in TCHF <strong>2010</strong> 2009<br />
Net sales from sales of goods<br />
789 894 412 526<br />
Net sales from rendering of services 12 205 8 416<br />
Net sales from construction contracts 23 906 –<br />
Net sales 826 005 420 943<br />
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124 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
6.20 Other income<br />
in TCHF <strong>2010</strong> 2009<br />
Capitalised service<br />
8 788 5 108<br />
Gain from sale of property, plant and equipment 1 236 4 929<br />
Currency translation differences 5 265 1 602<br />
Gain on foreign currency contracts 214 1 414<br />
Gain from acquisition AMB Apparate + Maschinenbau GmbH – 3 710<br />
Other income 8 221 236<br />
Other income 23 723 16 999<br />
6.21 Personnel expenses<br />
in TCHF <strong>2010</strong> 2009<br />
Wages and salaries<br />
(89 645) (49 470)<br />
Social security (11 281) (5 533)<br />
Expenses pension plan (defined contribution) (231) (17)<br />
Expenses pension plan (defined benefit) (2 870) (2 039)<br />
Sharebased payments (6 536) (4 233)<br />
Other longterm employee benefit (267) (240)<br />
Other personnel expenses (11 844) (4 821)<br />
Temporary personnel (11 186) (448)<br />
Personnel expenses (133 859) (66 801)<br />
6.22 Other operating expenses<br />
in TCHF <strong>2010</strong> 2009<br />
Rental costs<br />
(6 969) (3 987)<br />
Maintenance and repair (6 348) (1 726)<br />
Vehicles and transportation expenses (26 131) (6 593)<br />
Property insurance, fees and contributions (1 945) (1 375)<br />
Energy and waste disposal expenses (2 016) (793)<br />
Administration expenses (14 591) (4 652)<br />
IT expenses (5 335) (2 958)<br />
Marketing expenses (6 330) (2 565)<br />
Loss on sale of property, plant and equipment (113) (422)<br />
Other operating expenses (17 578) (14 881)<br />
Other operating expenses (87 357) (39 952)
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
6.23 Financial income and expenses<br />
in TCHF <strong>2010</strong> 2009<br />
Interests received<br />
Cash and cash equivalents 1 887 672<br />
Financial assets availableforsale 1 230 –<br />
Loans 5 3<br />
Impairment on financial assets – –<br />
availableforsale – 106<br />
Financial income<br />
Interest paid<br />
3 122 782<br />
Liabilities banks (3 483) (919)<br />
Loans – (61)<br />
Adjustment present value obligation business combinations (360) (2 344)<br />
Currency translation differences (net) (31 595) 1 643<br />
Other financial expenses (2 166) (1 098)<br />
Financial expenses paid (37 604) (2 779)<br />
Financial result (net) (34 482) (1 998)<br />
6.24 Income taxes<br />
in TCHF <strong>2010</strong> 2009<br />
Current income taxes<br />
(22 085) (19 764)<br />
Deferred income taxes 26 665 9 625<br />
Income taxes 4 580 (10 139)<br />
Transition calculation from expected to effective income taxes<br />
Earnings before taxes (EBT) 93 369 39 317<br />
Expected average weighted tax rate (%) 22.50% 22.50%<br />
Expected income taxes<br />
Cause for variance:<br />
(21 008) (8 846)<br />
Decrease in tax rate at <strong>Meyer</strong> <strong>Burger</strong> Ltd due to granted tax relief 14 125 –<br />
Income tax in other accounting periods 11 796 (388)<br />
Other deviation from tax rate to the expected tax rate of the Group (3 636) 1 713<br />
Subsequent capitalisation of loss carry forwards from previous years 2 169 27<br />
Waive of deferred income tax credit capitalisation of fiscal losses (1 812) (3 428)<br />
Change of deferred income tax rate in comparison to previous year 1 601 –<br />
Nondeductible expenses 849 7<br />
Taxexempt incomes 381 587<br />
Other effects 116 189<br />
Income taxes 4 580 (10 139)<br />
Effective income taxes in % (4.9)% 25.8%<br />
The expected tax rate of 22.5% has been calculated from the probable income tax rates applicable<br />
to the operating companies in Switzerland, which may naturally change depending<br />
on the level of their individual earnings.<br />
The difference in the effective income tax expense in percent compared with the previous<br />
year and compared with the expected rate of tax is primarily due to the tax relief granted to<br />
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126 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
<strong>Meyer</strong> <strong>Burger</strong> Ltd, Thun. The fact that this tax relief has been applied retrospectively with<br />
effect from 1 January 2008 resulted in income from other periods in the form of tax credits<br />
from the years 2008 and 2009, in addition to the lower rate of tax during the reporting year.<br />
6.25 Currency translation differences<br />
in TCHF <strong>2010</strong> 2009<br />
Other income<br />
5 265 2 091<br />
Cost of products and services (4 146) 285<br />
Other operating expenses (34) (52)<br />
Financial expenses (31 595) 1 643<br />
Currency translation differences (30 510) 3 966<br />
6.26 Earnings per share<br />
in TCHF <strong>2010</strong> 2009<br />
Basic earnings<br />
Group earnings attributable to shareholders of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd 97 948 29 177<br />
Weighted average number of outstanding shares (in 1 000) 44 193 30 793<br />
Basic earnings per share in CHF 2.22 0.95<br />
Diluted earnings<br />
Group earnings attributable to shareholders of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd 97 948 29 177<br />
Weighted average number of outstanding shares (in 1 000) 44 193 30 793<br />
Adjustment of share options issued (in 1 000) 799 95<br />
Weighted average number of outstanding shares diluted (in 1 000) 44 992 30 888<br />
Diluted earnings per share in CHF 2.18 0.94<br />
The basic earnings per share are calculated by dividing earnings for the reporting period<br />
by the average number of outstanding shares. The dilution takes into account the possible in<br />
fluence of the conversion of options from the employee participation programme.<br />
A resolution on a share split in the ratio of 1:10 was passed at the Extraordinary General<br />
Meeting on 14 January <strong>2010</strong>. This share split was taken into account for the calculation of<br />
the earnings per share. The previous year’s figure was also adjusted in line with the higher<br />
number of outstanding shares.<br />
As of 31 December <strong>2010</strong>, there were no issued options which were not included in the calculation<br />
of the dilution for <strong>2010</strong>, as the exercise prices of all option tranches were lower than<br />
the average share price in <strong>2010</strong>.<br />
A capital increase in connection with the merger with 3S Industries Ltd, Lyss, Switzerland,<br />
was approved at the Extraordinary General Meeting of 14 January <strong>2010</strong>. The <strong>Meyer</strong> <strong>Burger</strong><br />
<strong>Technology</strong> registered shares required for the share swap were created by means of the capital<br />
increase. The share capital was increased after the General Meeting by CHF 625,231.20<br />
(12,504,624 registered shares at a par value of CHF 0.05) for the purpose of completing the<br />
merger. The new shares will be entitled to all dividends approved by the General Meeting from<br />
the time of completion of the merger with the 3S Group onwards. These new shares were
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
taken into account in the above calculation of earnings per share in <strong>2010</strong>. The calculations<br />
for 2009 did not take into account the shares that were newly created in <strong>2010</strong>, since these<br />
new shares did not affect the capital contribution used to generate the profit. For information<br />
on the merger with the 3S Group, see Note 6.30.1.<br />
6.27 Contingent liabilities<br />
The guarantees amounting to TCHF 149,500 recognised in the 2009 <strong>Annual</strong> <strong>Report</strong> related<br />
to guarantees by <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd for obligations of <strong>Meyer</strong> <strong>Burger</strong> Ltd in connection<br />
with taking up the syndicated loan. This is an intragroup guarantee and not a contingent<br />
liability towards third parties. As of 31 December <strong>2010</strong>, there were no contingent liabilities<br />
visàvis third parties.<br />
6.28 Leasing<br />
Future liabilities from operating leasing<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Due date in the following fiscal year<br />
6 131 3 793<br />
Due date from 1 to 5 years 12 812 8 835<br />
Due date more than 5 years 33 775 3 250<br />
Future liabilities from operating leasing 52 718 15 878<br />
Leasing payments reflected in income statement<br />
Minimal leasing payment 9 652 3 361<br />
Conditional leasing payment 270 23<br />
Obligations arising from operating leases mainly relate to obligations for noncancellable<br />
rights to build and rental agreements. The largest items are composed as follows:<br />
– Right to build agreement: <strong>Meyer</strong> <strong>Burger</strong> Ltd has entered into a right to build agreement<br />
with the city of Thun for the construction of new company premises. The agreement has a<br />
term of 99 years. Future lease obligations for this future ground rent amount to CHF 30.6<br />
million.<br />
– Rental agreements for property leased by <strong>Meyer</strong> <strong>Burger</strong> Ltd (CHF 4.4 million), Diamond<br />
Materials Tech, Inc. (CHF 5.5 million), Somont GmbH (CHF 4.7 million) and <strong>Meyer</strong> <strong>Burger</strong><br />
Machinery (Shanghai) Co. Ltd. (CHF 2 million).<br />
The expenses for operating lease obligations recognised in the income statement amounted<br />
to CHF 9.7 million in the reporting period (previous year: CHF 3.4 million).<br />
6.29 Fire insurance values<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Inventories and equipment<br />
257 613 178 725<br />
Fire insurance values 257 613 178 725<br />
127
128 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
6.30 Business combinations<br />
6.30.1 Merger with 3S Industries Ltd<br />
At the Extraordinary General Meeting of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd on 14 January <strong>2010</strong> in<br />
Berne, the shareholders agreed to the merger with 3S Industries Ltd, Lyss, Switzerland. The<br />
General Meeting of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd approved the merger between the company<br />
and 3S Industries Ltd and the merger agreement of 8 December 2009. The Extraordinary General<br />
Meeting of 3S Industries Ltd, also held on 14 January <strong>2010</strong>, likewise gave its full consent<br />
to the merger with <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. On the basis of the approved merger agreement<br />
and the statutory regulations, <strong>Meyer</strong> <strong>Burger</strong> took over all assets and liabilities of 3S Industries<br />
Ltd in the merger.<br />
3S Industries Ltd was integrated into <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd in the absorption merger<br />
and was deregistered upon its completion, or rather when the merger was entered in the<br />
commercial register. The following group companies of 3S Industries Ltd were thus transferred<br />
to <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd in the merger:<br />
– 3S Swiss Solar Systems Ltd, Lyss (Switzerland)<br />
– 3S Swiss Solar Equipment Ltd, Lyss (Switzerland)<br />
– Pasan SA, Neuchâtel (Switzerland)<br />
– Somont GmbH, Umkirch (Germany)<br />
– Service companies in the USA, Singapore, Spain and Hong Kong<br />
100% of the shares in the equity and voting rights of the abovementioned companies was<br />
acquired.<br />
Through this merger, <strong>Meyer</strong> <strong>Burger</strong> Group became the first global technology group in the<br />
solar industry to cover the key technology steps in the photovoltaics value chain from solar<br />
silicon to finished solar installations. The business combination offers fully integrated production<br />
solutions for the solar industry consisting of machinery and automated production lines,<br />
critical consumables, process knowhow and local service from a single source. The combination<br />
of these core competences is unique and enables further significant cost reductions<br />
along the entire manufacturing chain, with the aim of reaching the targeted grid parity for<br />
solar energy even more quickly. The companies are an ideal fit in terms of technology portfolio<br />
and geographical presence, and have a global sales and service network at their disposal<br />
which is unique in the industry.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
The following assets were acquired through the merger with 3S Industries Ltd:<br />
in TCHF Fair value<br />
Cash and cash equivalents<br />
46 924<br />
Trade receivables 14 963 1<br />
Financial assets 79<br />
Inventory 28 245<br />
Property, plant and equipment 8 154<br />
Intangible assets 184 655<br />
Deferred tax assets 252 2<br />
Other receivables 8 251 3<br />
Trade payables (11 710)<br />
Customer prepayments (5 096)<br />
Provisions (4 108)<br />
Deferred tax liabilities (43 007) 4<br />
Defined benefit obligation (3 281)<br />
Other liabilities (18 980)<br />
Acquired net assets 205 340<br />
Goodwill 141 503 4<br />
Purchase price 346 843<br />
plus acquired cash and cash equivalents 46 924<br />
less value of employee options absorbed (14 803)<br />
less fair value of shares issued (331 998)<br />
less paid value for fraction of shares in the merger (41)<br />
Net cash inflow 46 924<br />
1 Gross amount of contractual trade receivables TCHF 16 053<br />
Operating value adjustments TCHF (1 089)<br />
Fair value of acquired trade receivables TCHF 14 963<br />
2 The gross amount of deferred tax assets relates to carry forward losses that have not been used tax wise and reflect the<br />
fair value at the time of the acquisition.<br />
3 The other receivables consist of other receivables third parties, prepayments to suppliers and prepaid expenses. The<br />
gross amount of these other receivables reflect the fair value at the time of the acquisition.<br />
4 3S Swiss Solar Systems Ltd received a tax relief at the end of <strong>2010</strong> that will be applicable for reporting periods starting<br />
from 2011. Due to this tax relief the tax rate for the calculation of the deferred income tax liabilities at the time of the acquisition<br />
is reduced when compared to the amount published in the Half Year report <strong>2010</strong>. The reduction in the deferred<br />
income tax liabilities due to the lower tax rate has resulted in a change in goodwill.<br />
In the context of the purchase price allocation, intangible assets (brand names, customer<br />
relationships, technologies, software, order backlog) were identified, measured and assigned<br />
to the acquired companies.<br />
The goodwill recognised that is not assigned to any asset category represents strategic advantages<br />
resulting from the business combination. These include complementary product<br />
ranges, growth potential, anticipated synergies, the acquired knowhow of the employees,<br />
network setup costs and a premium paid for the business combination.<br />
Between the purchase date and 31 December <strong>2010</strong>, the acquired 3S companies generated<br />
net revenue of TCHF 132,443 and realised a loss of TCHF 8,175. This loss results largely<br />
from the amortisation of the intangible assets acquired in the merger, amounting to TCHF<br />
31,211. If the companies had been included in the consolidated financial statements as at<br />
129
130 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
1 January <strong>2010</strong>, this would not have had a material effect on the earnings or net revenue of<br />
the <strong>Meyer</strong> <strong>Burger</strong> Group.<br />
6.30.2 Buyout of the remaining Hennecke participation<br />
A 66% majority participation in Hennecke Systems GmbH (Hennecke) of Zülpich, Germany,<br />
was acquired on 14 February 2008. The purchase agreement included an option for <strong>Meyer</strong><br />
<strong>Burger</strong> to purchase the remaining 34%, which, under the agreement, could have been exercised<br />
in 2011. The payment for the remaining participation was estimated at CHF 38.5 million<br />
at the time of the acquisition on 14 February 2008.<br />
On 22 April <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> took over this remaining 34% by exercising the purchase<br />
option early and making a payment of CHF 39.4 million (CHF 24.9 million in cash and<br />
CHF 14.5 million by issuing shares in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd).<br />
Under the contractual agreement, the payment still to be made in relation to the purchase<br />
option for the remaining 34% of the shares was to result from the EBITDA achieved by<br />
Hennecke in <strong>2010</strong> and an adjusted capital market multiplier for <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd.<br />
On the basis of revised estimates of the <strong>2010</strong> EBITDA and the adjusted capital market<br />
multiplier, the value of the purchase option as of 31 December 2009 was reduced by CHF<br />
13.8 million compared with the estimate at the time of the acquisition and by CHF 1.3 million<br />
compared with 31 December 2008.<br />
Hennecke’s order situation developed very positively in <strong>2010</strong>, partly in conjunction with<br />
large orders which the company was able to acquire through the <strong>Meyer</strong> <strong>Burger</strong> Group. The<br />
EBITDA estimate for <strong>2010</strong> and the capital market multiplier of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
had therefore increased accordingly at the time of the remaining payment being made. The<br />
purchase obligation of CHF 24.1 million recognised in the balance sheet was discharged<br />
by the early exercise of the purchase option as at 22 April <strong>2010</strong>. The share of the remaining<br />
payment in excess of the purchase obligation, amounting to CHF 15.3 million, was capitalised<br />
as additional goodwill.<br />
6.30.3 SGS<br />
With effect from 1 December <strong>2010</strong>, MBT Systems Ltd (formerly 3S Industries USA, Inc.) acquired<br />
certain assets and employees from SGS Slicing Solutions, Inc., Colombia, New Jersey,<br />
and from SGS Machine Tool, LLC, Hillsboro, Oregon, at their carrying amounts. The purchase<br />
price was TUSD 1,150.<br />
Both companies had been longterm strategic sales and service partners to MB Wafertec<br />
(<strong>Meyer</strong> <strong>Burger</strong> Ltd) in the area of sawing systems and solutions. At the same time, MBT Systems<br />
Ltd became a subsidiary of Diamond Materials Tech, Inc. and took over the sales and<br />
service functions for the <strong>Meyer</strong> <strong>Burger</strong> technology group in the USA.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
6.31 Significant shareholders<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd has the following significant shareholders:<br />
Shareholder Voting rights<br />
31.12.<strong>2010</strong><br />
Vontobel Fonds Services <strong>AG</strong> CHZurich 5.05%<br />
Peter Pauli CHMöhlin 3.60% 1<br />
31.12.2009<br />
Vontobel Fonds Services <strong>AG</strong> CHZurich 7.65%<br />
Peter Pauli CHMöhlin 5.71% 1<br />
Eiger Investments, LLC (formerly Diamond Wire <strong>Technology</strong>, LLC) USAColorado Springs 3.07%<br />
1 The voting rights reflect the participation held by registered shares, employee options, and restricted shares.<br />
6.32 Compensation, participations and loans to members of the Board of<br />
Directors, Advisory Board and Executive Board (disclosure in accordance<br />
with the Swiss Code of Obligations)<br />
6.32.1 Compensation to non-executive members of the Board of Directors<br />
<strong>2010</strong><br />
Name<br />
Position<br />
in Board of<br />
Directors<br />
Honorarium 1<br />
(CHF)<br />
Share related<br />
compensation 2<br />
(number)<br />
Share related<br />
compensation 2<br />
(CHF)<br />
Additional<br />
compensation 3<br />
(CHF)<br />
Social benefits 4<br />
(CHF)<br />
Peter M. Wagner<br />
Chairman<br />
203 000 2 500 72 125 126 520 27 089 428 734<br />
Dr. Alexander Vogel Vice Chairman 103 000 1 500 43 275 – 7 946 154 221<br />
Rudolf Samuel Güdel Member 70 000 1 000 28 850 – 5 400 104 250<br />
Heinz Roth Member 93 000 1 000 28 850 – 7 175 129 025<br />
Rolf Wägli Member 93 000 1 000 28 850 – 42 879 164 729<br />
Prof. Dr. Eicke Weber Member 5 – – – – – –<br />
Prof. Dr. Konrad Wegener Member 55 000 1 000 28 850 – 4 243 88 093<br />
Total 617 000 8 000 230 800 126 520 94 732 1 069 052<br />
1 Fees as a member of the Board of Directors and member of the Board of Directors’ committees.<br />
2 The shares were allocated on 15 December <strong>2010</strong> with a nominal value of CHF 0.05. The share price at the time of issue<br />
was CHF 28.90. In calculating the total compensation, the allocated shares were valued at CHF 28.85. The shares have<br />
a vesting period of 2 years. Upon termination of an individual’s employment contract or Board membership, the shares<br />
for which the twoyear vesting period has not yet expired will be returned to the company.<br />
3 The additional compensation for Peter M. Wagner includes the compensation for his role as temporary Chief Operating<br />
Officer (COO) at AMB Apparate + Maschinenbau GmbH.<br />
4 Includes postemployment benefits on Board of Directors’ fee, on additional compensations, and on options exercised<br />
during the reporting year.<br />
5 Prof. Dr. Eicke Weber was a member of the Board of Directors until 14 January <strong>2010</strong> and did not receive any compensation<br />
to cover the period 1 January to 14 January <strong>2010</strong>.<br />
131<br />
Total<br />
(CHF)
132 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Name<br />
2009<br />
Position<br />
in Board of<br />
Directors<br />
Honorarium<br />
(CHF)<br />
Options 1<br />
(number)<br />
Options 1<br />
(CHF)<br />
Additional<br />
compensation 2<br />
(CHF)<br />
Social benefits<br />
(CHF)<br />
Peter M. Wagner<br />
Chairman<br />
92 000 25 000 219 300 63 360 12 417 387 077<br />
Dr. Alexander Vogel Vice Chairman 63 660 15 000 131 580 – 3 861 199 101<br />
Prof. Dr. Eicke Weber Member 58 660 10 000 87 720 – – 146 380<br />
Heinz Roth Member 42 433 10 000 87 720 – 2 573 132 726<br />
Total 256 753 60 000 526 320 63 360 18 851 865 284<br />
Total<br />
(CHF)<br />
1 The number of options and exercise prices were adjusted in conjunction with the share split of 1:10 on 14 January <strong>2010</strong>.<br />
The options were allocated free of charge on 7 September 2009. They are nontransferable. The exercise price is CHF<br />
19.50 per option (prior to the share split CHF 195). The exercise price was calculated on the basis of the average closing<br />
price on the last 20 trading days prior to the allocation date. Each option entitles the holder to subscribe for one<br />
registered share in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. The options have a vesting period of 2 years. The exercise period is<br />
from 7 September 2011 to 6 September 2013. Options may only be exercised while the holder has a valid employment<br />
contract or Board membership at the company. Options that have not been exercised will be forfeited after the expiry of<br />
the exercise period. In calculating the total compensation, the options were measured at CHF 8.772 per option (prior to<br />
the share split CHF 87.72). For more information on the calculation parameters and measurement of the options, see<br />
Note 7.18.<br />
2 The additional compensation for Peter M. Wagner includes professional service fees of CHF 44,960 and a bonus for his<br />
work as Head of Research & Development at <strong>Meyer</strong> <strong>Burger</strong> Ltd in 2008 (CHF 18,400).<br />
6.32.2 Compensation to members of the <strong>Technology</strong> Advisory Board<br />
<strong>2010</strong><br />
Name Position<br />
Honorarium<br />
(CHF)<br />
Total<br />
(CHF)<br />
Prof. Dr. Eicke Weber<br />
Chairman<br />
13 000 13 000<br />
Dr. Patrick HoferNoser Member 1 – –<br />
Sylvère Leu Member 1 – –<br />
Ralf Preu Member 5 250 5 250<br />
Prof. Dr. Konrad Wegener Member – –<br />
Total 18 250 18 250<br />
1 Dr. Patrick HoferNoser and Sylvère Leu do not receive any separate payment for their role on the Advisory Board. The<br />
compensation is included in their compensation as members of the Executive Board (see following section).<br />
2009<br />
No compensation in the 2009 reporting year, as the <strong>Technology</strong> Advisory Board was set up<br />
in <strong>2010</strong>.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
6.32.3 Compensation to the members of the Executive Board<br />
<strong>2010</strong><br />
Name Position<br />
Basic salary 1<br />
(CHF)<br />
Bonus<br />
(CHF)<br />
Share related<br />
compensation 2<br />
(number)<br />
Share related<br />
compensation 2<br />
(CHF)<br />
Compensation<br />
in kind 3<br />
(CHF)<br />
Social<br />
benefits<br />
(CHF)<br />
Peter Pauli<br />
Other members of the<br />
CEO<br />
270 400 322 840 8 900 256 765 7 619 111 299 968 923<br />
Executive Board<br />
711 532 506 200 18 900 545 265 17 037 330 697 2 110 731<br />
Total 981 932 829 040 27 800 802 030 24 656 441 996 3 079 654<br />
1 Peter Pauli was a member of the Board of Directors until 14 January <strong>2010</strong>. His basic salary includes his contractually<br />
agreed fixed salary as CEO of the company and his pro rata fee as a member of the company’s Board of Directors.<br />
2 The shares were allocated on 15 December <strong>2010</strong> with a nominal value of CHF 0.05. The share price at the time of issue<br />
was CHF 28.90. In calculating the total compensation, the allocated shares were valued at CHF 28.85. The shares have a<br />
vesting period of 2 years. Upon termination of an individual’s employment contract or Board membership, the shares for<br />
which the twoyear vesting period has not yet expired will be returned to the company. For further information on the share<br />
plan, see Note 6.18.<br />
3 Compensation in kind includes the payment for private use of a company car. The sum declared in the salary statement<br />
for the purpose of filing a tax return under “private share of company car” was applied as a component of salary.<br />
2009<br />
Name Position<br />
Basic salary 3<br />
(CHF)<br />
Bonus<br />
(CHF)<br />
Options<br />
(number)<br />
Options 1<br />
(CHF)<br />
Compensation<br />
in kind 2<br />
(CHF)<br />
Social benefits<br />
(CHF)<br />
Peter Pauli Delegate of the<br />
Board of Directors,<br />
Chief Executive Director 256 100 255 288 7 400 649 128 7 619 129 550 1 297 685<br />
Michel Hirschi Chief Financial Officer 195 160 91 821 5 000 438 600 5 621 65 028 796 230<br />
Total 451 260 347 109 12 400 1 087 728 13 240 194 578 2 093 915<br />
1 Options were allocated to the members of the Executive Board in the 2009 reporting year on the same conditions as<br />
those allocated to the nonexecutive members of the Board of Directors. For details of the options, please refer to footnote<br />
1) below the table showing the compensation to nonexecutive members of the Board of Directors for 2009.<br />
2 Compensation in kind includes the payment for private use of a company car. The sum declared in the salary statement<br />
for the purpose of filing a tax return under “private share of company car” was applied as a component of salary.<br />
3 Peter Pauli’s basic salary includes his contractually agreed fixed salary as CEO of the company and his fee as a member<br />
of the company’s Board of Directors.<br />
6.32.4 Compensation to related parties<br />
The related parties consist primarily of shareholders, members of the Board of Directors,<br />
pension funds, members of the Executive Board and nonconsolidated subsidiaries.<br />
Information on the allocation of free options to the Board of Directors and Executive Board is<br />
disclosed in detail in Note 6.32.<br />
The company and <strong>Meyer</strong> <strong>Burger</strong> Ltd procure advisory services from meyerlustenberger,<br />
among others. Dr Alexander Vogel, member of the Board of Directors, is a partner in this law<br />
firm. The scope of the services performed came to TCHF 615 in the <strong>2010</strong> fiscal year and<br />
TCHF 883 in the 2009 fiscal year.<br />
133<br />
Total<br />
(CHF)<br />
Total<br />
(CHF)
134 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
In addition to his role on the Board of Directors, Peter M. Wagner also held the position of tem<br />
porary Chief Operating Officer (COO) of AMB Apparate + Maschinenbau GmbH in <strong>2010</strong>. His<br />
compensation in this regard totalled TCHF 127 in <strong>2010</strong>. A fee of TCHF 18 (bonus for 2008) was<br />
paid to Mr Wagner in 2009 for his work as interim Head of Research & Development at <strong>Meyer</strong><br />
<strong>Burger</strong> Ltd in 2008. He also invoiced TCHF 45 for additional professional services in 2009.<br />
The company procures services from the Güdel Group. Mr Rudolf Güdel was a member of the<br />
Board of Directors of 3S Industries <strong>AG</strong> and, since the merger on 14 January <strong>2010</strong>, has been a<br />
member of the Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. He holds a participation in<br />
Güdel Group and is also a member of its Board of Directors. The total value of procured services<br />
during the <strong>2010</strong> reporting year was CHF 4.4 million. Companies in the Güdel Group purchased<br />
goods and services from Pasan SA in the amount of TCHF 122 during the year under<br />
review. In 2009, Mr Rudolf Güdel was not yet a member of the Board of Directors of <strong>Meyer</strong><br />
<strong>Burger</strong> <strong>Technology</strong> Ltd, with the result that he and his related parties were not included in the<br />
company’s group of related parties.<br />
The company procures services from CLS Communication <strong>AG</strong> (a wholly owned subsidiary of<br />
CLS Corporate Language Services Holding <strong>AG</strong>). CFO Michel Hirschi is a member of the Board<br />
of Directors of CLS Corporate Language Services Holding <strong>AG</strong>. The scope of the services performed<br />
came to TCHF 51.2 in the <strong>2010</strong> fiscal year and TCHF 26 in the 2009 fiscal year.<br />
The Fraunhofer Institute for Solar Systems ISE, in Freiburg, Germany, headed by Professor<br />
Eicke R. Weber, invoiced the <strong>Meyer</strong> <strong>Burger</strong> Group TCHF 6 in 2009 for services in connection<br />
with technical support and expert reports. No services were obtained from this institute during<br />
the reporting year.<br />
Of the compensation to related parties described above, TCHF 386 (31.12.2009: TCHF 519)<br />
had not yet been paid as at 31 December <strong>2010</strong> and was recognised as a liability in the balance<br />
sheet. Of the goods and services provided to related parties, TCHF 186 (31.12.2009: CHF 0)<br />
had not yet been paid as at 31 December <strong>2010</strong> and was recognised as a receivable in the balance<br />
sheet.<br />
All business relationships with related parties are conducted at “arm’s length”. No unusual<br />
transactions were effected with either the main shareholders or other related parties.<br />
6.32.5 Compensation to former Board members<br />
No compensation was paid to former Board members in 2009 or <strong>2010</strong>.<br />
6.32.6 Loans and credits to members of the Board of Directors or the Executive Board<br />
As of 31 December <strong>2010</strong> and 31 December 2009 respectively, there were no company<br />
loans or credits outstanding to the current members of the Board of Directors, the Executive<br />
Board or or the <strong>Technology</strong> Advisory Board. There were also no loans or credits outstanding<br />
to former members of the Board of Directors or the Executive Board or any related party.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
6.32.7 Participations in the company<br />
<strong>2010</strong><br />
The members of the Board of Directors, the <strong>Technology</strong> Advisory Board and the Executive<br />
Board (including related parties) held the following participations through shares, option<br />
rights and restricted shares in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd as of 31 December <strong>2010</strong>:<br />
Name Position<br />
Peter M. Wagner Chairman of the Board<br />
of Directors<br />
Dr. Alexander Vogel Vice Chairman of the<br />
Board of Directors<br />
Rudolf Samuel Güdel Member of the Board<br />
of Directors<br />
Heinz Roth Member of the Board<br />
of Directors<br />
Rolf Wägli Member of the Board<br />
of Directors<br />
Prof. Dr. Konrad Wegener<br />
Member of the Board<br />
of Directors<br />
Registered<br />
shares<br />
(number)<br />
6 500<br />
50 000<br />
–<br />
10 000<br />
–<br />
–<br />
Options 1<br />
(number)<br />
75 000<br />
45 000<br />
7 143<br />
10 000<br />
14 643<br />
3 571<br />
Restricted<br />
shares 2<br />
(number)<br />
2 500<br />
1 500<br />
1 000<br />
1 000<br />
1 000<br />
1 000<br />
Total participation<br />
(in % of<br />
outstanding<br />
shares)<br />
0.18%<br />
0.21%<br />
0.02%<br />
0.05%<br />
0.03%<br />
0.01%<br />
Prof. Dr. Eicke Weber Chairman of the <strong>Technology</strong><br />
Advisory Board<br />
– 30 000<br />
– 0.07%<br />
Peter Pauli Chief Executive Officer 1 484 000 148 000 8 900 3.60%<br />
Michel Hirschi Chief Financial Officer 215 000 150 000 6 000 0.82%<br />
Patrick HoferNoser Chief <strong>Technology</strong> Officer,<br />
Deputy CEO<br />
113 368 304 077 7 400 0.93%<br />
Sylvère Leu Chief Innovation Officer – – 5 500 0.01%<br />
1 Details of the options are shown in the following table.<br />
2 Details of the shares (in vesting period) are shown in the following table.<br />
3 Total participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing the participation<br />
(including options) as a percentage of the number of outstanding registered shares as of 31 December <strong>2010</strong>.<br />
Details in relation to options<br />
Details of total options held by the members of the Board of Directors, the Executive Board<br />
and the <strong>Technology</strong> Advisory Board as of 31 December <strong>2010</strong>:<br />
Grant date<br />
Number<br />
of options<br />
Exercise price<br />
(CHF) Ratio<br />
Vesting<br />
period Exercise period<br />
12.09.2007<br />
90 000 20.40 1 : 1 2 years<br />
14.09.2009–14.09.2011<br />
04.11.2008 174 000 15.37 1 : 1 2 years 04.11.<strong>2010</strong>–04.11.2012<br />
07.09.2009 184 000 19.50 1 : 1 2 years 07.09.2011–06.09.2013<br />
14.01.<strong>2010</strong> 1 329 434 6.41 1 : 1 div. div.<br />
1 The options issued in <strong>2010</strong> were options from the 3S Industries Ltd option plan which were acquired in the context of<br />
the merger with 3S Industries Ltd and integrated into the <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd option plan.<br />
The options were granted free of charge. They are nontransferable. Each option entitles the<br />
holder to subscribe for one registered share in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. After the defined<br />
vesting period, the options may be exercised during the exercise period, but only if the<br />
holder has a valid employment contract or Board membership. Options that have not been<br />
exercised will be forfeited after the expiry of the exercise period.<br />
135
136 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Details of shares in vesting period<br />
Granted<br />
15.12.<strong>2010</strong><br />
Number<br />
of shares Vesting until<br />
35 800<br />
01.12.2012<br />
2009<br />
The members of the Board of Directors and the Executive Board (including related parties)<br />
held the following participations through shares and option rights in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />
Ltd as of 31 December 2009:<br />
Name Position<br />
Registered<br />
shares<br />
(number)<br />
Options 1<br />
(number)<br />
Participation<br />
total 2<br />
(in % of<br />
outstanding<br />
shares)<br />
Peter M. Wagner<br />
Chairman of the Board of Directors<br />
4 000 75 000 0.25%<br />
Dr. Alexander Vogel Vice Chairman of the Board of Directors 50 000 45 000 0.30%<br />
Prof. Dr. Eicke Weber Member of the Board of Directors – 30 000 0.09%<br />
Heinz Roth Member of the Board of Directors<br />
Delegate of the Board of Directors,<br />
– 10 000 0.03%<br />
Peter Pauli<br />
Chief Executive Officer<br />
1 647 000 185 000 5.71%<br />
Michel Hirschi Chief Financial Officer 210 000 155 000 1.14%<br />
1 Details of the options are shown in the following table.<br />
2 Total participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing the participation<br />
(including options) as a percentage of the number of outstanding registered shares as of 31 December 2009.<br />
Details of total options held by the members of the Board of Directors and the Executive<br />
Board as of 31 December 2009:<br />
Grant date<br />
Number<br />
of options<br />
Exercise price<br />
(CHF) Ratio<br />
Vesting<br />
period Exercise period<br />
05.10.2006<br />
5 000 4.83 1 : 1 2 years<br />
05.10.2008–05.10.<strong>2010</strong><br />
12.09.2007 137 000 20.40 1 : 1 2 years 14.09.2009–14.09.2011<br />
04.11.2008 174 000 15.37 1 : 1 2 years 04.11.<strong>2010</strong>–04.11.2012<br />
07.09.2009 184 000 19.50 1 : 1 2 years 07.09.2011–06.09.2013<br />
The options were granted free of charge. They are nontransferable. Each option entitles the<br />
holder to subscribe for one registered share in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. After the defined<br />
vesting period, the options may be exercised during the exercise period, but only if the<br />
holder has a valid employment contract or Board membership. Options that have not been<br />
exercised will be forfeited after the expiry of the exercise period.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
6.33 Disclosures on implementation of a risk assessment pursuant to the<br />
Swiss Code of Obligations<br />
In its capacity as an international group, <strong>Meyer</strong> <strong>Burger</strong> Group is exposed to various financial<br />
and nonfinancial risks that are inextricably linked to its business activities. In the broadest<br />
sense, the risks are defined as the threat that it might not be possible for the Group to<br />
achieve its financial, operational or strategic aims as planned. In order to secure the Group’s<br />
longterm corporate success, it is therefore crucial that risks are identified effectively, analysed<br />
and either eliminated or limited by means of suitable measures.<br />
Clearly defined management information and control systems are used to measure, monitor<br />
and control the risks to which <strong>Meyer</strong> <strong>Burger</strong> is exposed. Detailed reports are prepared on a<br />
halfyearly basis, and the Board of Directors is briefed accordingly. In <strong>2010</strong>, the Board of<br />
Directors discussed the risk portfolio during two Board meetings.<br />
For the purposes of guaranteeing effective risk management, transparency and the aggregation<br />
of risks in risk reporting, <strong>Meyer</strong> <strong>Burger</strong> has opted for a uniform and integrated approach<br />
to corporate risk management across the Group as a whole.<br />
As part of the risk assessment process, the probability of occurrence and the extent of the<br />
loss are considered. <strong>Meyer</strong> <strong>Burger</strong> uses both quantitative and qualitative methods for this<br />
process, applying these on a uniform basis across the Group as a whole and thereby enabling<br />
risk assessments to be compared across different areas of the company. Based on<br />
the results for probability of occurrence and expected implications, a clear risk assessment<br />
matrix is drawn up.<br />
To ensure transparency with regard to all risks within the Group and also to facilitate risk<br />
management and reporting processes, the risk portfolio is managed and maintained using<br />
organisational and process management software (IMSKWP).<br />
6.34 Events after the reporting date<br />
There have been no events since the balance sheet date that could have a material influence<br />
on the <strong>2010</strong> annual financial statements.<br />
137
138 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
<strong>Report</strong> of the auditors
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
<strong>Report</strong> of the auditors<br />
139
140 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Financial Statements <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
Balance sheet<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
Assets<br />
Current assets<br />
Cash and cash equivalents 79 152 16 023<br />
Treasury shares 574 –<br />
Receivables intercompany 17 916 4 148<br />
Other receivables third parties 133 32<br />
Other receivables intercompany 119 154 71 378<br />
Accruals third parties 164 82<br />
Total current assets<br />
Long-term assets<br />
217 093 91 663<br />
Investments 10 542 37 051<br />
Loans intercompany 9 974 –<br />
Property, plant and equipment 62 83<br />
Intangible assets 910 –<br />
Total long-term assets 21 488 37 134<br />
Total assets 238 581 128 797<br />
Liabilities and equity<br />
Liabilities<br />
Liabilities third parties 2 156 1 293<br />
Liabilities intercompany 255 15<br />
Deferrals third parties 6 012 2 417<br />
Longterm provisions 99 33<br />
Total liabilities<br />
Equity<br />
8 522 3 758<br />
Share capital 2 279 1 605<br />
Capital reserves 175 276 89 141<br />
Reserve for treasury shares 574 –<br />
Retained earnings 51 930 34 293<br />
Total equity 230 059 125 039<br />
Total liabilities and equity 238 581 128 797
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Income statement<br />
in TCHF 1.1.–31.12.<strong>2010</strong> 1.1.–31.12.2009<br />
Income<br />
Other operating income 16 003 10 245<br />
Dividend income 35 000 25 000<br />
Financial income 209 1 519<br />
Interest income 7 050 1 620<br />
Profit from foreign currency translations – 1 424<br />
Total income<br />
Expenses<br />
58 262 39 808<br />
Personnel expenses 6 557 2 485<br />
Compensation to Board of Directors and <strong>Technology</strong> Advisory Board 635 257<br />
Administrative expenses 9 761 3 682<br />
Interest on loans – 105<br />
Financial expenses 1 689 –<br />
Bank interest and fees 253 48<br />
Loss from currency translations 21 635 –<br />
Depreciation and amortisation 96 48<br />
Taxes (1) 605<br />
Total expenses 40 625 7 230<br />
Net profit 17 637 32 578<br />
141
142 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Notes to the financial statements<br />
Information on significant investments<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
<strong>Meyer</strong> <strong>Burger</strong> Ltd, Thun<br />
Purpose: Manufacturing and trading in machines and their parts<br />
Share capital 500 500<br />
Percentage of capital held 100% 100%<br />
<strong>Meyer</strong> <strong>Burger</strong> GmbH, Langenfeld<br />
Purpose: Holding of participations of <strong>Meyer</strong> <strong>Burger</strong> Group in Germany (Holding company)<br />
Common stock 41 41<br />
Percentage of capital held 100% 100%<br />
<strong>Meyer</strong> <strong>Burger</strong> France SAS, Paris<br />
Purpose: Holding of participations of <strong>Meyer</strong> <strong>Burger</strong> Group in France (Holding company)<br />
Share capital – 60<br />
Percentage of capital held – 100%<br />
MB Services AS, Porsgrunn<br />
Purpose: Providing of services<br />
Common stock 20 20<br />
Percentage of capital held 100% 100%<br />
MB Services Pte. Ltd., Singapore<br />
Purpose: Providing of services<br />
Common stock 0 0<br />
Percentage of capital held 100% 100%<br />
MB Services Co. Ltd., Taiwan<br />
Purpose: Providing of services<br />
Common stock 166 49<br />
Percentage of capital held 100% 100%<br />
<strong>Meyer</strong> <strong>Burger</strong> Systems (Shanghai) Co. Ltd., Shanghai<br />
Purpose: Providing of services<br />
Common stock 1 080 –<br />
Percentage of capital held 100% –<br />
3S Swiss Solar Systems Ltd, Lyss<br />
Purpose: Management and operation of companies in the area of solar energy<br />
Share capital 3 000 –<br />
Percentage of capital held 100% –<br />
Pasan SA, Neuchâtel<br />
Purpose: Manufacturing, purchase and sales of electronic, electromechanical and<br />
audiovisual solar power plants<br />
Share capital 102 –<br />
Percentage of capital held 100% –<br />
3S Industries Ltd, Hong Kong<br />
Purpose: Providing of services<br />
Common stock 0 –<br />
Percentage of capital held 100% –
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />
<strong>Meyer</strong> <strong>Burger</strong> S.L., Barcelona<br />
Purpose: Providing of services<br />
Common stock 4 –<br />
Percentage of capital held 100% –<br />
MB Systems PVT, Ltd, Pune, India<br />
Purpose: Providing of services<br />
Common stock 21 –<br />
Percentage of capital held 85% –<br />
MB Systems Co. Ltd, Seoul<br />
Purpose: Providing of services<br />
Common stock 45 –<br />
Percentage of capital held 100% –<br />
Other operating income<br />
Other operating income in fiscal year <strong>2010</strong> includes mainly management fees that were<br />
invoiced to the consolidated companies.<br />
Dividend income<br />
The disclosed dividend income of TCHF 35,000 in fiscal year <strong>2010</strong> reflects the dividend payout<br />
for fiscal year 2009 that was authorised by the Ordinary General Meeting of Shareholders<br />
of <strong>Meyer</strong> <strong>Burger</strong> Ltd, Thun, held on 6 April <strong>2010</strong>.<br />
Interest income<br />
The reported interest income in fiscal year <strong>2010</strong> includes mainly the interest received for<br />
loans to consolidated group companies.<br />
Loss from foreign currency translations<br />
The decline of the Euro against the Swiss Franc compared with yearend 2009 led to a substantially<br />
lower valuation of intercompany loans to foreign subsidiaries as of the balance sheet<br />
date 31 December <strong>2010</strong>. The loss from foreign currency translations is mainly due to this new<br />
valuation as of 31 December <strong>2010</strong>.<br />
Leasing liabilities not entered in the balance sheet<br />
Leasing liabilities not entered in the balance sheet amounted to TCHF 40 in fiscal year <strong>2010</strong><br />
and to TCHF 32 in the previous year.<br />
Liabilities towards pension plan institutions<br />
Liabilities towards pension plan institutions amounted to TCHF 5 in fiscal year <strong>2010</strong>. There<br />
were no liabilities towards pension plan institutions in the previous year.<br />
Guarantees, pledged assets<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd guarantees for a credit line of <strong>Meyer</strong> <strong>Burger</strong> Ltd in a maximum<br />
amount of TCHF 149,500. The credit limit amounts to TCHF 130,000.<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd guarantees for the fleet framework contract with a total<br />
guarantee of TCHF 2,000.<br />
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144 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Share capital<br />
The share capital of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd as of 31 December <strong>2010</strong> is divided into<br />
45,584,723 registered shares with a par value of CHF 0.05 each. The share capital is fully<br />
paid up.<br />
Conditional capital<br />
In accordance with Article 3b of the Articles of Association, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
held conditional share capital as of 1 January <strong>2010</strong> of CHF 203,287.50 for option rights<br />
granted to employees and members of the Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />
Ltd or of group companies. This capital was created by resolutions passed by the General<br />
Meetings of Shareholders held on 29 September 2006 and 8 May 2008 and was adjusted<br />
in conjunction with the merger with 3S Industries Ltd on the occasion of the company’s<br />
Extra ordinary General Meeting on 14 January <strong>2010</strong> due to the share split in a ratio of 1:10.<br />
In accordance with Article 3c of the Articles of Association, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
held conditional share capital as of 1 January <strong>2010</strong> of CHF 150,000 for conversion and/or<br />
option rights granted in connection with convertible bonds, bonds with options or other<br />
financial market instruments of the company or group companies. This capital was created<br />
by a resolution passed by the General Meeting of Shareholders on 8 May 2008, was adjusted<br />
in conjunction with the merger with 3S Industries Ltd on the occasion of the Extraordinary<br />
General Meeting of the company on 14 January <strong>2010</strong> due to the share split in a ratio of 1:10<br />
and was subsequently increased from CHF 150,000 to CHF 200,000 on the occasion of the<br />
Ordinary General Meeting of 29 April <strong>2010</strong>.<br />
Pursuant to Articles 3b and 3c of the Articles of Association, dated 29 April <strong>2010</strong>, the share<br />
capital may be increased as follows:<br />
− The share capital may be increased by a maximum of CHF 202,512.50 through the exercise<br />
of option rights granted to the employees and members of the Board of Directors of<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd or of group companies in accordance with a plan to be<br />
devised by the Board of Directors. The preferential rights of the shareholders shall be<br />
excluded. The new registered shares will be subject to the registration restrictions set forth<br />
in Article 4 of the Articles of Association following acquisition.<br />
− The share capital will be increased by a maximum amount of CHF 200,000 by virtue of the<br />
exercise of conversion and/or option rights in conjunction with convertible bonds, bonds<br />
with options or similar financial market instruments of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd or<br />
group companies.<br />
The preferential rights of shareholders are excluded in the event of the issuance of convertible<br />
bonds, bonds with options or other financial market instruments which are linked to<br />
conversion and/or option rights. Holders of conversion and/or option rights are entitled to<br />
subscribe for the new shares. The acquisition of shares through the exercise of conversion<br />
and/or option rights and each subsequent transfer of the shares is subject to the registration<br />
restrictions set forth in Article 4 of the Articles of Association following acquisition.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
The Board of Directors may limit or withdraw the preferential rights of shareholders to sub<br />
scribe to convertible bonds, bonds with option rights or similar financial market instruments<br />
when they are issued, if:<br />
− the financial instruments with conversion or option rights are issued in connection with the<br />
financing or refinancing of the acquisition of an enterprise or parts of an enterprise, participations<br />
or new investment projects, or<br />
− an issue by firm underwriting by a bank or consortium of banks with subsequent offering<br />
to the public without preferential subscription rights seems to be the most appropriate<br />
form of issue at the time, particularly in terms of the conditions or time plan of the transaction.<br />
If preferential subscription rights are withdrawn by a decision of the Board of Directors, the<br />
following conditions shall apply:<br />
− conversion rights may be exercisable for up to 10 years, option rights for up to 7 years<br />
from the date of the respective issuance; and<br />
− the respective financial market instruments must be issued at the relevant market conditions.<br />
As a result of the exercise of option rights, the conditional share capital in accordance with<br />
Article 3b of the Articles of Association was reduced to CHF 181,232.35 as of 31 December<br />
<strong>2010</strong>. The conditional share capital in accordance with Article 3c of the Articles of Association<br />
remained unchanged as of 31 December <strong>2010</strong> at CHF 200,000.<br />
Authorised share capital<br />
In accordance with its Articles of Association, as of 1 January <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />
Ltd had an authorised share capital of CHF 188,500, issuable up to 8 May <strong>2010</strong>,<br />
which was created by a resolution passed by the <strong>Annual</strong> General Meetings held on<br />
29 September 2006 and 8 May 2008. In conjunction with the completion of the purchase<br />
of the remaining 34% participation in Hennecke Systems GmbH, 540,346 registered<br />
shares in the company were issued from the then authorised share capital on 22 April<br />
<strong>2010</strong>. This reduced the authorised share capital to CHF 161,482.70. The continuation/<br />
creation of authorised capital in the maximum amount of CHF 225,000, issuance of which<br />
is possible until 29 April 2012, was resolved at the Ordinary General Meeting on 29 April<br />
<strong>2010</strong>.<br />
In accordance with Article 3a of the Articles of Association, dated 29 April <strong>2010</strong>, the Board of<br />
Directors is entitled to increase the share capital of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd by not more<br />
than CHF 225,000 until 29 April 2012.<br />
145
146 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
The Board of Directors is entitled to limit or exclude the subscription rights of the shareholders<br />
or allocate them to third parties if the new shares are to be used for the following purposes:<br />
− for the acquisition of enterprises, parts of enterprises, participations or new investment<br />
projects;<br />
− for the financing or refinancing of the acquisition of enterprises, parts of enterprises, participations<br />
or new investment projects; or<br />
− for a placement of shares in the capital market.<br />
Shares for which subscription rights have been granted but not exercised should be used in<br />
the interests of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd.<br />
The increase may take place by means of a firm underwriting and/or in partial amounts. The<br />
Board of Directors is entitled to set the issue price of the shares, the type of contribution and<br />
the date of entitlement to dividends. Shares issued under these terms will be subject to the<br />
registration restrictions set forth in Article 4 of the Articles of Association of <strong>Meyer</strong> <strong>Burger</strong> Tech<br />
nology Ltd.<br />
Treasury shares<br />
in TCHF No of shares 31.12.<strong>2010</strong> 31.12.2009<br />
Opening balance<br />
–<br />
–<br />
–<br />
Increase through merger with 3S Industries Ltd 46 727 589 –<br />
Decrease 1 206 15 –<br />
Total treasury shares 45 521 574 –<br />
Significant shareholders<br />
Shareholder Voting rights<br />
31.12.2009<br />
Vontobel Fonds Services <strong>AG</strong> CHZurich 5.05%<br />
Peter Pauli CHMöhlin 3.60% 1<br />
31.12.2009<br />
Vontobel Fonds Services <strong>AG</strong> CHZurich 7.65%<br />
Peter Pauli CHMöhlin 5.71% 1<br />
Eiger Investments, LLC (formerly Diamond Wire <strong>Technology</strong>, LLC) USAColorado Springs 3.07%<br />
1 The voting rights reflect the participation held by registered shares, employee options and restricted shares.<br />
Compensation, participations and loans to the members of the Board of Directors,<br />
the <strong>Technology</strong> Advisory Board and the Executive Board (Disclosure in accordance<br />
with Swiss Code of Obligations)<br />
For details to the compensation, please refer to the consolidated financial statements on<br />
page 131 of this <strong>Annual</strong> <strong>Report</strong>.<br />
Information on the procedure of a risk assessment<br />
For a description of the risk management, please refer to page 137 in the Notes to the consolidated<br />
financial statements.
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
Proposal by the Board of Directors for the<br />
allocation of retained earnings<br />
in TCHF <strong>2010</strong><br />
Proposal by<br />
the Board of<br />
Directors<br />
2009<br />
Resolution by the<br />
General Meeting<br />
of Shareholders<br />
For decision by the General Meeting of Shareholders<br />
Balance carried forward from the previous year 34 293 1 715<br />
Net profit for the period 17 637 32 578<br />
Retained earnings 51 930 34 293<br />
Proposal by the Board of Directors<br />
Allocation to the capital reserves – –<br />
Balance to be carried forward 51 930 34 293<br />
Retained earnings 51 930 34 293<br />
147
148 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
<strong>Report</strong> of the auditors
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />
<strong>Report</strong> of the auditors<br />
149
150 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
<strong>Meyer</strong> <strong>Burger</strong> Group<br />
Five-Year Summary<br />
in TCHF <strong>2010</strong> 1 2009 1 2008 1 2007 2006<br />
Consolidated income statement<br />
Incoming orders 1 329 828 193 748 575 541 710 500 169 717<br />
Order backlog (as of 31 December) 1 048 535 516 367 829 832 657 900 141 365<br />
Net sales 826 005 420 943 448 378 207 968 82 619<br />
Gross profit 408 752 170 076 183 829 86 212 39 887<br />
in % of net sales 49.5% 40.4% 41.0% 41.5% 48.3%<br />
Earnings before interest, taxes, depreciation and amortization (EBITDA) 187 535 63 323 82 663 27 797 9 073<br />
in % of net sales 22.7% 15.0% 18.4% 13.4% 11.0%<br />
Earnings before interest and taxes (EBIT) 127 851 41 314 60 138 24 990 8 018<br />
in % of net sales 15.5% 9.8% 13.4% 12.0% 9.7%<br />
Earnings before taxes (EBT) 93 369 39 317 49 858 24 547 7 870<br />
Group earnings 97 949 29 177 35 017 19 187 5 608<br />
Consolidated balance sheet (as of 31 December)<br />
Total assets 1 066 799 460 195 398 776 207 835 124 744<br />
Current assets 624 564 283 745 284 651 193 821 117 353<br />
Longterm assets 442 234 176 450 114 124 14 014 7 391<br />
Current liabilities 372 300 178 178 205 773 130 834 70 405<br />
Noncurrent liabilities 51 572 85 730 67 286 7 104 3 582<br />
Equity 642 927 196 287 125 717 69 897 50 757<br />
Equity ratio 60.3% 42.7% 31.5% 33.6% 40.7%<br />
Cash flow statement<br />
Cash flow from operating activities before changes in NWC 347 520 55 265 22 747 37 230 15 288<br />
Cash flow from investing activities 10 147 (50 794) (57 665) (8 921) (3 658)<br />
Investments in property, plant and equipment (16 495) (5 845) (16 165) (8 125) (2 843)<br />
Cash flow from financing activities (53 557) 48 851 11 733 (4 411) 27 208<br />
Employees 2<br />
No. of employees (as of 31 December) 1 276 738 630 379 284<br />
Net sales by employee in TCHF 716 639 849 627 351<br />
Gross profit by employee in TCHF 355 258 348 260 156<br />
1 Financial statements in accordance with IFRS, previous years 2006–2007 according to Swiss GAAP FER<br />
2 Employees refers to fulltime equivalent basis (FTE)
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 151<br />
Information for investors and the media<br />
Important dates<br />
21 March 2011: Press and Analyst Conference<br />
SIX Swiss Exchange, Zurich<br />
21 April 2011: Ordinary <strong>Annual</strong> General Meeting<br />
Stade de Suisse, Berne<br />
1 September 2011: Publication HalfYear<br />
Results 2011, SIX Swiss Exchange, Zurich<br />
Details to the registered shares<br />
Swiss valor number<br />
ISIN<br />
Listing<br />
SIX Ticker Symbol<br />
Reuters<br />
Bloomberg<br />
Nominal value per registered share<br />
Number of outstanding shares<br />
Share price high/low <strong>2010</strong><br />
Year end closing price <strong>2010</strong><br />
Accounting standard<br />
Auditors<br />
Contact Address<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
Grabenstrasse 25<br />
CH6340 Baar<br />
Switzerland<br />
Phone +41 41 761 80 00<br />
Fax +41 41 763 08 08<br />
Email mbtinfo@meyerburger.com<br />
www.meyerburger.com<br />
10850379<br />
CH0108503795<br />
SIX Swiss Exchange<br />
MBTN<br />
MBTN.S<br />
MBTN SW<br />
CHF 0.05<br />
45 584 723 as of 31 December <strong>2010</strong><br />
CHF 33.35/22.25<br />
CHF 29.15<br />
IFRS<br />
PricewaterhouseCoopers <strong>AG</strong><br />
Investor Relations<br />
Michel Hirschi<br />
Chief Financial Officer<br />
Phone +41 33 439 05 06<br />
Fax +41 33 439 36 88<br />
Email ir@meyerburger.com<br />
Media Relations<br />
Werner Buchholz<br />
Head of Group Communications<br />
Phone +41 33 439 05 06<br />
Fax +41 33 439 36 88<br />
Email w.buchholz@meyerburger.ch
152<br />
Address Details<br />
Group companies<br />
HOLDING<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
Grabenstrasse 25, 6340 Baar, Switzerland<br />
Phone +41 41 761 80 00, Fax +41 41 763 08 08, Email mbtinfo@meyerburger.com, www.meyerburger.com<br />
3S MODULTEC<br />
3S Swiss Solar Systems Ltd<br />
Schachenweg 24, 3250 Lyss, Switzerland<br />
Phone +41 32 391 11 11, Fax +41 32 391 11 12, Email info@3s.ch, www.3s.ch<br />
3S PHOTOVOLTAICS<br />
3S Swiss Solar Systems Ltd<br />
Schachenweg 24, 3250 Lyss, Switzerland, Phone +41 32 391 11 11, Fax +41 32 391 11 12,<br />
Email info@3spv.ch, www.3spv.ch<br />
AMB AUTOMATION<br />
AMB Apparate + Maschinenbau GmbH<br />
GottliebDaimlerStrasse 4, 86462 Langweid, Germany<br />
Phone +49 8230 700 99 0, Fax +49 8230 700 99 750, Email info@ambautomation.de,<br />
www.ambautomation.de<br />
DIAMOND WIRE<br />
Diamond Materials Tech, Inc.<br />
3505 N. Stone Ave., Colorado Springs, CO 80907, USA<br />
Phone +1 719 570 1150, Fax +1 719 570 1176, Email info@dmtinc.com, www.dmtinc.com<br />
HENNECKE<br />
Hennecke Systems GmbH<br />
Aachener Strasse 100, 53909 Zülpich, Germany<br />
Phone +49 2252 9408 01, Fax +49 2252 9408 98, Email info@henneckesystems.de,<br />
www.henneckesystems.de<br />
MB ROBOTICS<br />
<strong>Meyer</strong> <strong>Burger</strong> Automation GmbH<br />
ElisabethSelbertStrasse 19, 40764 Langenfeld, Germany<br />
Phone +49 2173 3945 50, Fax +49 2173 3945 522, Email info@meyerburger.de, www.meyerburger.de<br />
MB WAFERTEC<br />
<strong>Meyer</strong> <strong>Burger</strong> Ltd<br />
Allmendstrasse 86, 3600 Thun, Switzerland<br />
Phone +41 33 439 05 05, Fax +41 33 439 05 10, Email mbinfo@meyerburger.ch, www.meyerburger.ch<br />
<strong>Meyer</strong> <strong>Burger</strong> Machinery (Shanghai) Co. Ltd<br />
Nanjing East Road, 200 001 Shanghai, China<br />
Phone +86 21 636 024 55, Fax +86 21 635 047 15, Email jin.li@meyerburger.cn, www.meyerburger.com/en/<br />
PASAN<br />
Pasan SA<br />
Rue JaquetDroz 8, 2000 Neuchâtel, Switzerland<br />
Phone +41 32 391 16 00, Fax +41 32 391 16 99, Email info@pasan.ch, www.pasan.ch<br />
<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
SOMONT<br />
Somont GmbH<br />
Im Brunnenfeld 8, 79224 Umkirch, Germany<br />
Phone +49 7665 9809 7000, Fax +49 7665 9809 7999, Email info@somont.com, www.somont.com
<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 153<br />
Sales and Service companies<br />
<strong>Meyer</strong> <strong>Burger</strong> Machinery (Shanghai) Co. Ltd<br />
Nanjing East Road, 200 001 Shanghai, China<br />
Phone +86 21 636 024 55, Fax +86 21 635 047 15; Email Sales: jin.li@meyerburger.cn,<br />
Email Service: service@meyerburger.cn, www.mbservices.ch<br />
MB Systems Co. Ltd<br />
7F, Othrys B/D, 1543, Samsungdong, Gangnamgu, Seoul 135090, Korea<br />
Phone +82 2 3454 0701, Fax +82 2 3454 0760, Email info@mbsystems.kr, www.meyerburger.com/en/<br />
<strong>Meyer</strong> <strong>Burger</strong> Company Ltd<br />
1F, No. 8650, Wenhua 1st Road, Gueishan Township, Taoyuan County 333, Taiwan<br />
Phone +886 3 396 06 36, Fax +886 3 396 06 23, Email service@meyerburger.tw, www.meyerburger.com/en/<br />
<strong>Meyer</strong> <strong>Burger</strong> India Private Ltd<br />
14 Commerce Avenue, Mahaganesh Colony, Paud Road, 411 038 Pune, India<br />
Phone +91 20 2545 9531 / 32, Fax +91 20 2545 9530, Email s.raibagi@meyerburger.in, www. meyerburger.com/en/<br />
MBT Systems Ltd<br />
309 Route 94, 07832 Columbia, NJ, USA<br />
Phone +1 908 496 8999, Fax +1 908 496 8998, Email sales@mbtsystems.com, www.meyerburger.com/en/<br />
<strong>Meyer</strong> <strong>Burger</strong> S.L.<br />
Alaba, 61 Planta 6a, 08005 Barcelona, Spain<br />
Phone +34 931 131 132, Fax +34 932 208 626, Email info@meyerburger.es, www.meyerburger.com/en/<br />
Service companies<br />
<strong>Meyer</strong> <strong>Burger</strong> Kabushiki Kaisha<br />
Ishikawa Building 4F, 255 Kudan Minami, 1020074 Chiyodaku, Tokyo, Japan<br />
Phone +81 3 5211 2123, Fax +81 3 4496 4206, Email service@meyerburger.jp<br />
MBT Systems Ltd<br />
23562 NW Clara Ln, 97124 Hillsboro, OR, USA<br />
Phone +1 503 645 3200, Fax +1 503 645 6707, Email spoc@mbtsystems.com<br />
<strong>Meyer</strong> <strong>Burger</strong> Services GmbH<br />
AlbinSchöneStrasse 8, 04808 Wurzen, Germany<br />
Phone +49 342 585 410 90, Fax +49 342 585 410 99, Email services@meyerburger.de,<br />
www.meyerburger.com<br />
MB Services AS<br />
Tormod Gjestlandsveg 46, Bygg 239, 3908 Porsgrunn, Norway<br />
Phone +47 35 93 40 30, Fax +47 35 93 40 33, Email services@meyerburger.ch, www.meyerburger.com<br />
MB Services Pte. Ltd<br />
20, Tuas South Avenue 14, 637312 Singapore, Singapore<br />
Phone +65 6686 2170, Fax +65 6686 2173, Email service@meyerburger.sg, www.meyerburger.com
154 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
Declaration on Forward-Looking Statements<br />
This <strong>Report</strong> contains statements that constitute “forwardlooking statements”, relating to <strong>Meyer</strong> <strong>Burger</strong>.<br />
Because these forwardlooking statements are subject to risks and uncertainties, the reader is cautioned that<br />
actual future results may differ from those expressed in or implied by the statements, which constitute projections<br />
of possible developments. All forwardlooking statements are based only on data available to <strong>Meyer</strong><br />
<strong>Burger</strong> at the time of preparing this <strong>Report</strong>. <strong>Meyer</strong> <strong>Burger</strong> does not undertake any obligation to update any<br />
forwardlooking statements contained in this <strong>Report</strong> as a result of new information, future events or otherwise.<br />
This <strong>Report</strong> is also available in German. The original German language version is binding.<br />
The <strong>Report</strong> can also be viewed online: www.meyerburger.com<br />
Publishing Details<br />
Publisher: <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd, Baar<br />
Concept: Tolxdorff & Eicher Consulting, Horgen<br />
Layout, prepress and printing: Linkgroup, Zurich<br />
Translation: CLS Communication <strong>AG</strong>, Zurich<br />
© <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd 2011
<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />
Grabenstrasse 25<br />
CH6340 Baar<br />
Switzerland<br />
mbtinfo@meyerburger.com<br />
www.meyerburger.com