ANNUAL REPORT
2023
Global Presence
North America | Europe | Asia-Pacific | ||||
27% Sales | 25% Sales | 48% Sales | ||||
611 Employees | 717 Employees | 288 Employees | ||||
INFICON HOLDING AG, Bad Ragaz, Switzerland, Parent Company
Syracuse, NY, USA* | Corregidora Qro., Mexico* | Hefei, China |
Balzers, Liechtenstein* | Monterrey, Mexico | Hong Kong* |
Cologne, Germany* | Blackburn, United Kingdom* | Tainan City, Taiwan |
Longmont, CO, USA* | Courtaboeuf, France* | Chubei City, Taiwan* |
Austin, TX, USA | Copenhagen, Denmark* | Bungdang, Korea* |
Overland Park, KS, USA* | Verona, Italy | Kumamoto, Japan |
Newton, MA, USA | Bozen, Italy* | Hiroshima, Japan |
Linköping, Sweden* | Dresden, Germany | Kasugai, Japan |
Mariehamn, Finland* | Singapore* | Osaka, Japan |
Shanghai, China* | Chengdu, China | Kawasaki-Shi, Japan* |
Santa Clara, CA, USA | Bejing, China | Sendai, Japan |
Phönix, AZ, USA | Guangzhou, China* |
Group Administration | |
Main Centers of Competence | |
Specialized Centers of Competence | |
Sales, Application and Service Offices | *Legal entities |
15
Group Organization
(as of March 4, 2024)
Board of Directors and Group Management
Left side from front to back: Matthias Tröndle (CFO), Beat Siegrist, Lukas Winkler
Right side from front to back: Oliver Wyrsch (CEO), Dr. Beat Lüthi (Chairman), Vanessa Frey, Dr. Reto Suter
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Group Organization
(as of March 4, 2024)
Board of Directors
Dr. Beat E. Lüthi - Chairman
Vanessa Frey
Beat Siegrist
Dr. Reto Suter
Lukas Winkler
Audit Committee
Dr. Reto Suter - Chairman
Vanessa Frey
Beat Siegrist
Compensation and Human
Ressource Committee
Beat Siegrist - Chairman
Dr. Reto Suter
Lukas Winkler
Group Management
Oliver Wyrsch - President and CEO
Matthias Tröndle - Vice President and CFO
Board and Executive Carolin Siebert, General Secretary to the Board of Directors
SecretaryINFICON HOLDING AG, Hintergasse 15 B, CH-7310 Bad Ragaz, Switzerland Tel. +41 81 300 4980
E-mail: carolin.siebert@inficon.com
17
Corporate Governance
Introduction
This Corporate Governance Report explains the principles of management and control of INFICON HOLDING AG at the highest corporate level in accordance with the Directive on Information relating to Corporate Governance (the Corporate Governance Directive) in its current version issued by the SIX Swiss Exchange on June 29, 2022 entry into force Jan 1, 2023.
Corporate governance of INFICON HOLDING AG complies with the principles and recommendations of the "Corporate Governance - Swiss Code of Best Practice".
INFICON HOLDING AG is committed to continually reviewing its corporate governance framework, with a view to related developments.
Information on Board of Directors and Company Management compensation is outlined in our Compensation Report, beginning on page 30.
Furthermore, the Company's internal guidelines regarding corporate governance are provided in its Articles of Incorporation, Organizational Regulations, Board Committee Charters, Code of Business Conduct and Ethics, as well as internal policies.
The following Corporate Governance Report follows the structure of the SIX Directive on Information relating to Corporate Governance.
1 Group Structure and Shareholders
1.1 Group Structure
Operational Group Structure
See page 17.
INFICON HOLDING AG is the parent company of the INFICON Group which operates from 17 countries and consists of a parent company, 8 manufacturing com panies and 11 sales and service subsidiaries. The legal entity structure of the INFICON group is seen on page 15.
Listed Corporation: INFICON HOLDING AG INFICON HOLDING AG is based in Bad Ragaz, Switzerland. It has a share capital of made up of 2,445,161 shares with a nominal value of CHF 5 each. Registered shares are listed on SIX Swiss Exchange under security number 1102994, ISIN CH0011029946 and symbol IFCN.
Since January 3, 2012, the registered shares
of INFICON HOLDING AG are traded on SIX Swiss Exchange's Domestic Standard.
Market capitalization at December 31, 2023 was TCHF 2,948,864 based on shares outstanding.
Share Capital and Percentage of
Shares Held by Subsidiaries
See statutory financial statements, Note 2.3, "Investments".
1.2 Significant Shareholders
Shareholder Structure
Based on number of registered shareholders as of December 31, 2023.
Number of shares | Number of shareholders |
> 50,000 | 3 |
10,000-50,000 | 10 |
1-9,999 | 4,362 |
Total | 4,375 |
18
Corporate Governance
Shareholders by Country
Based upon number of registered shareholders as of December 31, 2023.
Country | Number of shareholders |
Switzerland | 3,907 |
Germany | 216 |
United States of America | 67 |
Liechtenstein | 44 |
Rest of Europe | 70 |
Rest of World | 71 |
Total | 4,375 |
Major Shareholders
See statutory financial statements, Note 3.2, "Significant Shareholders".
1.3 Cross-shareholdings
INFICON HOLDING AG has no cross-shareholdings.
2 Capital Structure
2.1 Capital (Issued, Authorized & Conditional)
Registered shares of CHF 5 each at December 31, 2023:
Issued share capital | 2,445,161 | TCHF 12,226 |
Capital bandwidth | lower limit | upper limit |
MCHF 11,615 | MCHF 12,837 | |
The issued share capital comprises 2,445,161 registered shares of CHF 5 each. Each share entitles the registered owner to one vote at the General Meeting of Share- holders, as well as a share of dividends or distribution from capital contribution reserve, if any, declared by the Company and proceeds from liquidation, correspond ing to its nominal value as a percentage of the total nominal value of issued share capital.
2.2 Conditional Share Capital
Since the latest revision in March 2023 the Articles of Incorporation provide no more conditional capital (according to Art. 653 of the Swiss Code of Obligations).
2.3 Capital Bandwidth
The Articles of Incorporation provide a capital bandwidth (according to Art. 653s-653v of the Swiss Code of Obligations) with an lower limit of MCHF 11,615 and an upper limit of MCHF 12,837. Within the scope of the capital bandwidth, the Board of Directors is authorised to increase or reduce the share capital once or several times and in any amount until March 30, 2028, or until the capital bandwidth expires earlier, or to acquire or sell shares directly or indirectly. The Articles of Incorporation can be accessed via the following weblink https://www.inficon.com/media/9261/download/Articles- of-Association.pdf?v=1&inline=true&language=en
2.4 Changes in Shareholders' Equity
Changes in shareholders' equity are presented in the consolidated statements of shareholders' equity section of the consolidated financial statements for INFICON HOLDING AG for the years ended December 31, 2023 and 2022.
2.5 Shares
For further information refer to Note 2.1, "Capital" as above. No participation certificates are issued.
2.6 Profit Sharing Certificates
The Company currently has no profit sharing certificates.
-
Limitations on Transferability and
Nominee Registrations
The Articles of Incorporation contain no special regula- tions regarding limitations on transferability and nominee registrations. - Convertible Bonds and Warrants / Options
The Company currently has no convertible bonds or bonds with warrants.
19
Corporate Governance
3 Board of Directors
3.1 Members of the Board of Directors, other
Activities and Vested Interests, and Internal
Organizational Structure
Board of Directors and Management Board
Our Articles of Incorporation provide that the Board of Directors may consist of three or more members at any time. Directors are elected and removed by shareholder resolution. Members of our Board of Directors serve one- year terms and may be re-elected upon completion of their term of office. The shareholders may remove the directors without cause. Our five directors currently in office were elected by shareholder resolution.
All members of the Board of Directors are non-executive Board members.
According to the law, the Board of Directors is responsible for the ultimate direction and supervision of INFICON HOLDING AG. The Board of Directors has delegated the conduct of the day-to-day business operations to the Company's Group Management comprising the Chief Executive Officer and Chief Financial Officer. Group Management is responsible for the management of INFICON HOLDING AG and for all other matters except for those reserved by law and the Articles of Incorporation. The Board of Directors is required to resolve all matters, which are not defined by the law, Articles of Incorpora- tion, or management bylaws as being the responsibility of any other governing body. According to the Swiss Code of Obligations and to the Articles of Incorporation the following non-transferable and inalienable responsibilities are incumbent on the Board of Directors:
- the ultimate management, i.e. the determination of the strategy, its resources and its supervision, of the Hold- ing and the Group and the issuance of the necessary policies and directives including the definition of cor- porate goals and the planning of financial resources
- the determination of the organization of the Holding and the Group;
- the structuring of the accounting system, the financial controls and the financial planning of the Holding and the Group;
- the appointment and the removal of the Members of the Group Management, the approval of their job descriptions and the granting of the signatory power to members of the Group Management and to employees of the Holding;
- the ultimate supervision of the persons entrusted with the management of the Holding and the Group, in particular with regard to compliance with the law, the Articles of Incorporation, regulations and directives;
- the preparation of the Holding's business report and other reports including but not limited to the compen- sation report and the report on non-financial matters pursuant to Article 964c CO as well as the prepara- tion of the Shareholders' Meetings and the implemen- tation of their resolutions;
- the submission of a request for a debt-restructuring moratorium and notification of the judge in case of overindebtedness of the Holding;
- the passing of resolutions regarding the subsequent payment of non-fullypaid-in shares;
- the passing of resolutions confirming capital increases in the share capital and regarding the amendments to the Articles of Incorporation entailed thereby;
- the examination of the professional qualifications of specially qualified auditors in those cases in which the law foresees the use of such auditors.
The Board of Directors, as of the date of this report, has established an Audit Committee and a Compensation and Human Resources Committee. Each of these committees has regulations, which outline its duties and responsibilities. The Board of Directors elects the Chairman for each committee. The committees meet regu larly carrying out preparatory work to provide the Board of Directors with updates and recommendations at its regular meetings. Their respective chairperson sets the agendas for the committee meetings. The length of the meetings range from an hour up to an entire day, depending on the agenda as decided by the chairman.
20
Corporate Governance
Sustainability is anchored at all corporate levels at INFICON. The Board of Directors determines the corporate strategy, including all aspects relating to sus- tainability / ESG. Sustainability topics are discussed several times a year by the Board of Directors and Group Management depending on their urgency. To strengthen its sustainability approach, the Board has implemented a Sustainability Council consisting of the Board members Dr. Reto Suter, Lukas Winkler and CFO Matthias Troendle. The council defines roadmap, reviews targets, studies the regulatory developments in the ESG area and supports the Audit Committee in non-financial reporting.
Sustainability reporting on all material topics, results and target achievement for further development of material topics (see page 39 ff.) are discussed and developed together with Group Management and the dedicated Board of Directors representative several times a year and at least two times a year by the Board of Directors and Group Management. The sustainability reporting covers the required elements of non-financial reporting in accordance with the requirements of Art. 964b of the Swiss Code of Obligations and is approved by the Board of Directors.
Overview Board
Board of Directors (5 members) | |
Chairman | Dr. Beat E. Lüthi |
Members | Beat Siegrist, |
Vanessa Frey, | |
Dr. Reto Suter, | |
Lukas Winkler | |
Audit Committee | Dr. Reto Suter, |
Financial- and non-financial reporting, | Chairman |
risk management, compliance, audit, | Vanessa Frey |
accounting & internal controls, financial | Beat Siegrist |
health | |
Compensation and Human Ressource | Beat Siegrist, Chairman |
Committee | Dr. Reto Suter |
Compensation and benefits, nomination, | Lukas Winkler |
career development, goal setting, culture | |
Sustainability Council | Lukas Winkler, Lead |
Formally established in 2023, this Council | Dr. Reto Suter |
defines roadmap, reviews targets, studies | Matthias Tröndle, CFO |
the regulatory developments in the ESG | |
area, supports Audit Committee in | |
non-financial reporting. |
The Audit Committee
The Audit Committee consists of three non-executive members of the Board of Directors. Currently, the Audit Committee is comprised of the following members:
Dr. Reto Suter, Chairman
Vanessa Frey
Beat Siegrist
The responsibilities of the Audit Committee include:
- Recommending to the Board of Directors the inde- pendent public accountants to be selected to conduct the annual audit of our books and records;
- Reviewing the proposed scope of such audit and approving the audit fees to be paid;
- Reviewing the adequacy and effectiveness of our accounting and internal financial controls with the independent public accountants and our financial and accounting staff;
- Reviewing and approving transactions between the Company, its directors, officers and affiliates; and
- Reviewing and reassessing, on an annual basis, the adequacy of our audit committee charter.
The Compensation and Human Resources Committee
The Compensation and Human Resources Committee is to provide a general review of our compensation and benefit plans to ensure they meet corporate financial and strategic objectives, as well as to make recommendations to the Board regarding appointment, dismissal and career development of executive management positions. The responsibilities of the Compensation and Human Resources Committee also include the goal settings and the administration of employee incentive plans. The Compensation and Human Resources Committee consists of three non-executive members of the Board of Directors. Currently, the Compensation and Human Resources Committee is comprised of the following members:
Beat Siegrist, Chairman
Dr. Reto Suter
Lukas Winkler
21
Corporate Governance
Frequency of Meetings of the Board of Directors and its Committees
The Board of Directors holds four or more meetings per year and additional ad hoc meetings and conference calls as necessary. The Audit Committee holds three meetings per year in addition to five virtual meetings. The Compensation and Human Resources Committee holds three or more meetings per year in addition to one virtual meeting.
The following table does not include preparation of meetings, travel time as well as various separate meetings:
- Meetings with audit firm
- Meetings with Group Management
- Meetings with shareholders
Number of meetings and conference calls in 2023:
Compen- | |||
sation and | |||
Human | |||
Board of | Audit | Resources | |
Directors | Committee | Committee | |
Number of physical meetings | 3 | 2 | 2 |
in 2023 | |||
Approx. average duration of | 7.3h | 1.4h | 3.7h |
physical meetings (in hours) | |||
Dr. Richard Fischer (until | 0 | 0 | 0 |
March 30,2023) | |||
Vanessa Frey | 3 | 2 | 2 |
Dr. Beat E. Lüthi | 3 | 2 | 2 |
Beat Siegrist | 3 | 2 | 2 |
Dr. Reto Suter | 3 | 2 | 2 |
Lukas Winkler | 3 | 2 | 2 |
(as of March 30, 2023) | |||
KPMG calling in | 0 | 2 | 0 |
Compen- | ||||
sation and | ||||
Human | ||||
Board of | Audit | Resources | ||
Directors | Committee | Committee | ||
Number of virtual meeting | 0 | 4 | 0 | |
in 2023 | ||||
Approx. average duration | 0h | 0.5h | 0h | |
of virtual meetings (in hours) | ||||
Dr. Richard Fischer | 0 | 1 | 0 | |
(until March 30,2023) | ||||
Vanessa Frey | 0 | 3 | 0 | |
Dr. Beat E. Lüthi | 0 | 4 | 0 | |
Beat Siegrist | 0 | 4 | 0 | |
Dr. Reto Suter | 0 | 4 | 0 | |
Lukas Winkler | 0 | 3 | 0 | |
(as of March 30, 2023) | ||||
KPMG | 0 | 1 | 0 | |
Number of hybrid meetings | 2 | 2 | 2 | |
in 2023 | ||||
Approx. average duration | 1.0h | 1.3h | 0.5h | |
of hybrid meetings (in hours) | ||||
Dr. Richard Fischer | 1 | 1 | 1 | |
(until March 30,2023) | ||||
Vanessa Frey | 2 | 2 | 2 | |
Dr. Beat E. Lüthi | 2 | 2 | 2 | |
Beat Siegrist | 2 | 2 | 2 | |
Dr. Reto Suter | 2 | 2 | 2 | |
Lukas Winkler | 1 | 1 | 1 | |
(as of March 30, 2023) | ||||
KPMG | 0 | 1 | 0 |
The meetings took place in Buchs (Switzerland), Obbürgen (Switzerland), Cologne (Germany) and Syracuse (USA).
22
Corporate Governance
The Company's Board of Directors is composed of:
Dr. Beat E. Lüthi, Citizen of Switzerland, 1962 Chairman of the Board of Directors
Educational Background
1980-1986 Swiss Federal Institute of Technology, ETH, Master in Electrical Engineering
1987-1990 Ph.D. at ETH / BWI on "Management of Industrial Software Projects"
1994 INSEAD, Fontainebleau France, International Executive Program
Executive Experience
1987-1990 Zellweger Uster, Project Manager
1990-1998Mettler-Toledo, Business Unit Manager
1994-1998Mettler-Toledo (Switzerland) AG,
General Manager
1998-2002 Feintool International, CEO and Member
of the Board
2002-2007Mettler-Toledo, Laboratory Division CEO
Since 2007 CTC Analytics AG, CEO and Member of
the Board
Previous Board Mandates
2002-2005 Soudronic AG, Member
2007-2010 Uster Technologies AG, Member
2007-2011 Addex Pharma SA, Member
2002-2013 Bossard AG, Member
2017-2020 Orell Füssli Holding AG, Member
2010-2023 Straumann AG, Member
Current Board Mandates
Since 2012 INFICON HOLDING AG, Chairman Since 2021 Skan AG, Member
Vanessa Frey, Citizen of Switzerland, 1980 Director, Member of the Audit Committee
Educational Background
2000-2002 University of St. Gallen, Switzerland
Undergraduate Studies in Economics,
Business Administration and Law
2003-2004 Stockholm School of Economics, Sweden Master of Science in International Economics and Business Major in Finance
Executive Experience
2004-2006 Handelsbanken Capital Markets, Corporate Finance, Stockholm, Sweden
2007 HSZ Group, Asset Manager, Hong Kong Since 2007 Corisol Holding AG, Family Office, Zug, CEO
Previous Board Mandates
2010-2011 South Pole Carbon Asset Management 2010-2012 Absolute Invest, Member 2012-2018 Garaventa Lift AG, Vice Chairwoman 2016-2019 Zur Rose Group AG, Member
Current Board Mandates
Since 2002 Corisol Holding AG, Member Since 2008 Swiss Small Cap Invest, Member Since 2008 KWE Beteiligungen AG, Member Since 2012 INFICON HOLDING AG, Member Since 2014 Schweiter Technologies AG, Member Since 2018 Tata 1mg, Member
Since 2023 Avilan Ocean Foundation, Chairwoman Since 2023 fit4future Foundation, Chairwoman
Beat Siegrist, Citizen of Switzerland, 1960 Director, Member of the Audit Committee, Chairman of the Compensation and Human Resources Committee
Educational Background
1980-1985 Swiss Federal Institute of Technology, ETH, Master in Electrical Engineering 1987-1988 INSEAD, Fontainebleau France, MBA
Executive Experience
1985-1986 Contraves AG (Defense Equipment),
Development Engineer
1987-1993 McKinsey&Co. (Consulting), first McKinsey Fellows in Switzerland, Consultant and Project Manager
1993-1995 Outsourcing AG (Reorganisation and Out- sourcing of Productions), Founder and CEO
1996-2008 Schweiter Technologies (Machinery Equipment for Textiles, Semiconductor and Optics), CEO
2008-2012 Essilor (Ophthalmic Lens Manufacturer), Member of the Executive Team and President of machinery division Satisloh, which was sold to Essilor from Schweiter Technologies
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INFICON Holding AG published this content on 04 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2024 06:08:31 UTC.