2005 Annual Report Julius Baer Holding Ltd. - GAM Holding AG

More documents

Recommendations

Info

Corporate Governance 2. Capital structure 2.1 Capital As of 31 December 2005, ordinary capital in the amount of CHF 11 162 823.90 existed. There is no authorized capital. The share capital of the company amounts to CHF 11 162 823.90. It is fully paid-up and divided into 111 628 239 registered shares with a par value of CHF 0.10 each. The registered shares (security no. 1 208 301; ISIN CH 0012083017) are listed on the SWX Swiss Exchange, traded on the virt-X in London and are a component of the Swiss Market Index (SMI). 2.2 Conditional and authorized capital in particular Conditional capital The company’s share capital is to be increased by the issue of up to 5 000 000 registered shares, to be fully paid-up and each with a par value of CHF 0.10, in a maximum total amount of CHF 500 000 through the exercise of conversion or warrant rights in connection with bonds issued by the company or its subsidiaries. Existing shareholders are excluded from subscription rights. The acquisition of shares through the exercise of conversion or warrant rights and the subsequent transfer of shares are subject to the entry limitations as set forth in Article 4.3 ff. of the Articles of Incorporation. When issuing convertible or warrant bonds, the Board of Directors may rescind priority subscription rights of existing shareholders for important reasons. Important reasons can be the securing of optimal conditions in issuing of bonds and ensuring equal treatment of shareholders domestically and abroad. In the event that the Board of Directors precludes the priority subscription rights, the following applies: a) Conversion rights may be exercised only during a maximum of seven years, and warrant rights only during a maximum of four years from the date of issue of the relevant bond. b) The new shares shall be issued according to the applicable conversion or warrant conditions. The convertible and warrant bonds must be issued in conformity to market conditions (including the usual market conditions with regard to protection against dilution). The conversion or option price must be not less than the average of the last prices paid on the Zurich stock exchange during the five days preceding the determination of the final issue conditions for the relevant convertible or warrant bonds. 34
2.3 Changes of capital The description of the changes of capital in the last three years is disclosed on page 66. Share repurchase program Julius Baer Holding Ltd. announced on 7 April 2000 that in the future it intends to repurchase bearer shares in the market on a regular basis in order to correspondingly reduce its capital. Since the repurchases are planned to be financed through current income, the repurchase volume is geared to the financial results. Among the resolutions passed by the Annual General Meeting on 12 April 2005 were the following regarding the share repurchase program 2004/2005: – Nullification of 907 000 registered shares held by the company itself – Reduction of the share capital by CHF 90 700 to CHF 5 293 461 A maximum of CHF 90 million worth of bearer and/or registered shares were supposed to be repurchased in the market through a second trading line on the SWX Swiss Exchange between 16 March 2005 and 28 February 2006. As a result of the acquisitions announced on 5 September 2005 and their financing, the share repurchase program was suspended and some of the 446 000 registered shares with a total market value of CHF 35.3 million repurchased up to that point through the second trading line on the SWX Swiss Exchange were sold on the stock exchange, while the remainder of these shares were used as part of the transaction with UBS. Since instituting the share repurchase program in 1998, Julius Baer Holding Ltd. has repurchased a total of more than CHF 785 million worth of shares in the market and nullified them as well as carried out a partial repayment of equity par value of CHF 50 million. The current status of the share repurchase program may be viewed at the Julius Baer Group website www.juliusbaer.com. Corporate Governance 35
Page 1 and 2: 2005 Annual Report Julius Baer Hold
Page 3 and 4: Key figures 2004 2005 Change CHF m
Page 5: Annual Report 2005
Page 8 and 9: Foreword 4 Dear Shareholders and Cl
Page 10 and 11: Foreword 6 Annual financial results
Page 12 and 13: Foreword 8 The significant economie
Page 14: Foreword 10 2005 will go down in th
Page 17 and 18: anks, the decision has been made to
Page 19 and 20: this corresponds to CHF 2.59 per re
Page 21: 2004 2005 Change Change CHF m CHF m
Page 24 and 25: Private Banking 20 Private Banking
Page 26 and 27: Asset Management 22 Asset Managemen
Page 28 and 29: Trading & Sales 24 Trading & Sales
Page 30 and 31: Corporate Center 26 Corporate Cente
Page 32 and 33: Corporate Center 28 Our model of su
Page 35 and 36: Corporate Governance
Page 37: 1.2 Cross-shareholdings There are n
Page 41 and 42: egistered shares not physically rep
Page 43 and 44: Corporate Governance tors of Julius
Page 45 and 46: 3.3 Cross-involvement Since 2004, M
Page 47 and 48: The Chairman’s Committee receives
Page 49 and 50: Group Executive Board The Group Exe
Page 51 and 52: Group Managing Board of UBS AG, 199
Page 53 and 54: 4.3 Other activities and functions
Page 55 and 56: Equity Bonus Plan 2004 2005 Number
Page 57 and 58: 5.3 Compensation for former members
Page 59 and 60: 5.7 Additional honorariums No addit
Page 61 and 62: 7. Changes of control and defense m
Page 63 and 64: 9. Information policy Julius Baer H
Page 65 and 66: Financial Report
Page 67 and 68: Consolidated income statement 2004
Page 69 and 70: 31.12.2004 31.12.2005 Change Change
Page 71 and 72: Translation differences 2003 2004 2
Page 73 and 74: Consolidation policies and valuatio
Page 75 and 76: when the contractually stipulated p
Page 77 and 78: A hedge is regarded as highly effec
Page 79 and 80: Intangible assets Intangible assets
Page 81 and 82: In the case of defined benefit pens
Page 83 and 84: Under revised IAS 32, certain deriv
Page 85 and 86: Notes JULIUS BAER GROUP 81
Page 87 and 88: 3. Credit risks Credit or counterpa
Page 89 and 90:
Assets by countries/country groups
Page 91 and 92:
5. Liquidity and financing risks Th
Page 93 and 94:
The liquidity position of Bank Juli
Page 95 and 96:
Hedges The Group hedges a portion o
Page 97 and 98:
7. Reputational risks The Group’s
Page 99 and 100:
3 Results from trading operations N
Page 101 and 102:
7 Taxes Notes 2004 2005 Change Chan
Page 103 and 104:
The depreciation and write-offs of
Page 105 and 106:
Information on the consolidated bal
Page 107 and 108:
12 Financial investments 31.12.2004
Page 109 and 110:
Notes 31.12.2004 31.12.2005 Change
Page 111 and 112:
18 Financial liabilities designated
Page 113 and 114:
20a Deferred tax assets Notes 31.12
Page 115 and 116:
23 Corporate capital Notes Register
Page 117 and 118:
25 Pension plans and other employee
Page 119 and 120:
26 Assets and liabilities by domest
Page 121 and 122:
27 Consolidated off-balance-sheet t
Page 123 and 124:
28 Derivative financial instruments
Page 125 and 126:
29 Financial instruments (continued
Page 127 and 128:
30 Risk-weighted assets (BIS) Notes
Page 129 and 130:
Notes Head Office Currency Capital
Page 131 and 132:
Notes Head Office Currency Capital
Page 133 and 134:
Pro-forma information The following
Page 135 and 136:
Movements in shares granted under v
Page 137 and 138:
Notes 31.12.2004 31.12.2004 31.12.2
Page 139 and 140:
Breakdown of assets under managemen
Page 141 and 142:
Report of the Group auditors to the
Page 143 and 144:
Financial Report of Julius Baer Hol
Page 145 and 146:
lion to CHF 28 million due to capit
Page 147 and 148:
Balance sheet 31.12.2004 31.12.2005
Page 149 and 150:
Proposal of the Board of Directors
Page 151 and 152:
Report of the statutory auditors to
Page 153 and 154:
Addresses and contacts
show all

2005 Annual Report Julius Baer Holding Ltd. - GAM Holding AG

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?