CalIdaHolding - CALIDA Group
Transcription
CalIdaHolding - CALIDA Group
CalIdaHolding annual report 2014 This annual report may include forward-looking statements based on current assumptions and forecasts of Executive Management of CalIda Holding aG. Various known or unknown risks, uncertainty or other factors mean that the actual results, financial position, development or performance of the Company may differ significantly from the estimates made here. CalIda Holding aG assumes no obligation of any kind to update forward-looking statements or to adjust them to reflect future events or developments. CalIda Holding aG publishes its annual report in German and English. The German version is binding. CalIda in the reporting period 4 CalIda at a glance 9 Consolidated financial statements 2014 CalIda Group 13 Financial statements 2014 CalIda Holding aG 58 Remuneration report 2014 65 Corporate governance report 2014 71 CalIda in the reporting period dear shareholders, CalIda fully consolidated the laFUMa Group for the first time in the fiscal year 2014 following completion of the majority takeover prior to year-end. The CalIda Group has grown substantially as a result of the acquisition and is in good shape. although the traditional brands CalIda and aUBadE were, as expected, unable to match the excellent sales and income figures of the prior year, the CalIda Group still managed to generate strong growth in the fiscal year 2014 thanks to the above-plan development of all three divisions in the newly acquired laFUMa Group. We thus managed to turn around the loss-making laFUMa Group more quickly than envisaged when we made the takeover. The key financial performance indicators developed as follows in the fiscal year 2014: – Net sales doubled from CHF 206.4 million to CHF 412.4 million (up 99.8 percent). – after all non-recurring expenses, the operating result increased by 29.4 percent from CHF 21.0 million to CHF 27.2 million; return on sales came to 6.6 percent (prior year 10.2 percent). – Net income increased by 123.1 percent from CHF 10.6 million to CHF 23.6 million. – at CHF 19.5 million (prior year CHF 19.7 million) and CHF 31.2 million (prior year CHF 34.7 million), respectively, cash flow from operating activities and net liquidity remain more or less unchanged, despite the cash outflow for laFUMa restructuring (CHF 10.5 million). – The equity ratio increased from 49.2 percent to 53.8 percent. Following a strong first half year, which saw sales grow by 1.5 percent, consumer demand tailed off in the second half. Overall and adjusted for currency effects, a very modest increase of 0.6 percent was reported at year-end. like-for-like growth of 2.2 percent was generated in our own stores, while direct internet sales increased by 71.9 percent to CHF 2.4 million and outlet store sales were up 11.3 percent to CHF 10.9 million. The positive development of our own sales channels compensated for a further slowdown in wholesale. The wholesale business with retailers and department stores once again declined in the reporting period. Traditional retail sales were stable in the CalIda brand’s key markets, Switzerland and Germany, where over 80% of sales are generated. department store sales dropped, however. The export markets exhibited steady development. The CalIda brand’s activities in the reporting period focused on updating and modernising the collections, which are aligned to changing consumer needs on an ongoing basis, always bearing in mind our promise to deliver high quality materials, fit and production. despite intense cost pressure, we permanently strive to offer value for money. The positive development of sales through our own distribution channels and the exceptional operating result confirm that the CalIda brand is on the right track. AUBADE Division Going forward, the CalIda Group is thus well equipped both financially and from an operational perspective to defend and expand on its position in the extremely competitive markets in which it operates. after five years’ solid growth (from EUR 39.6 million in 2009 to EUR 55.0 million in the prior year), aUBadE’s sales slipped slightly in the reporting period 2014, with a 2.0 percent decrease to EUR 53.9 million. There were considerable differences in the business development and operational focus of the five divisions in the reporting year. This is mainly attributable to the weak consumer environment in the primary market, France, and in the major export markets of Europe and Japan. Our own direct sales channels generated like-for-like growth (of 0.6 percent with aUBadE boutiques, 10.8 percent with outlets and 47.3 percent with direct internet sales) and proved to be an important stabilising influence on sales. This development was not enough to compensate entirely for the fall in wholesale sales, however. CALIDA Division With sales essentially unchanged at CHF 137.8 million (prior year CHF 138.7 million) and the contribution to profit once again extremely solid, the CalIda brand business remains the major supporting pillar of the CalIda Group. 4 Wholesale sales were down equally in France and the export markets as a result of structural factors. Specialist stores have been losing ground for many years and we have to focus CalIda in the reporting period consistently on direct sales to our customers. Retail, outlet and internet sales channels already account for 41.9 percent of aUBadE sales. direct sales channels already account for around 22.7 percent of sales, they are underperforming in terms of efficiency and profitability. The profitability of the retail business has been an important operating focus at aUBadE in recent years, and the brand has virtually reached the desired level at its French stores thanks to ongoing optimisation of the inventory control system, training of sales staff and targeted marketing measures. There is also room for improvement in product procurement. The MIllET Mountain Group operates three production plants of its own in Hungary, Tunisia and China, all of which exhibit considerable potential for optimisation. In contrast, development on the international markets outside of France is less than satisfactory in both the wholesale business and at our own boutiques. The dominating strategic issue for the coming years, then, will be the internationalisation of the aUBadE brand – driven by collection development, marketing and sales measures. MILLET Mountain Group The MIllET Mountain Group captures the three brands MIllET, EIdER and laFUMa Outdoor. Overall, the division generated sales of EUR 109.8 million (prior year EUR 122.7 million), with the MIllET brand suffering a slight fall to EUR 59.1 million (prior year EUR 60.4 million) and EIdER enjoying modest growth to EUR 22.6 million (prior year EUR 21.8 million). laFUMa Outdoor saw sales plummet, shrinking 33.4 percent to EUR 25.6 million (prior year EUR 38.7 million). The sales development of the three brands in the MIllET Mountain Group, which are managed by a single team in annecy for the first time in 2014, matches our strategy and expectations. The MIllET Mountain Group made a clearly positive contribution to profit and exceeded the budget. The main focus of the reporting year was on integrating the three brands into the CalIda Group, realigning the management team and repositioning the laFUMa Outdoor brand, which had previously been loss-making. While the organisational and structural changes for the MIllET Mountain Group were completed in France at the end of 2014, there are still major projects to be tackled internationally. The MIllET Mountain Group currently consists of many operating entities in the foreign markets and the structure needs to be simplified and centralised. The retail, outlet and internet business will also be a key area of focus for this division in the future. although these three asia will prove vital to the division’s future market development. The region already contributes around 20 percent to sales – a strong basis for further expanding our presence in this growth market. FURNITURE Division The FURNITURE division manufactures camping and garden furniture in the mid-price segment. Previously integrated in the laFUMa brand organisation, its first year as an independent division has been extremely efficient. Sales in the reporting period increased by 1.5 percent to EUR 32.6 million and the contribution was solid. Extremely positive is the fact that the FURNITURE division saw significant growth in the export markets in particular, which made up for a slight decrease in sales in the weak economic environment of its home market France. It is also encouraging to see that sales growth was coupled with margin growth. Over the next few years, the development focus for the FURNITURE division will be on developing innovative products, expanding export markets and tapping into new market segments. OXBOW Division The surf and snowboard brand OXBOW has seen sales tumble over the past years, falling dramatically from EUR 78 million in 2008 to EUR 29.8 million in 2014. Compared to the prior year, the drop came to 23.3 percent (prior year EUR 38.8 million). The collapse in the global surf and snowboard market was the main factor driving this negative development. after riding a growth wave for many years, the surf industry crashed in 2008. The sales decline in the reporting period is not only attribut- 5 CalIda in the reporting period able to the weak market, however, but the result of a strategic change following the takeover by the CalIda Group. In recent years, OXBOW has offered trade customers huge price discounts and other special conditions to curb falling sales. These measures were not successful in stabilising sales and margins slipped even further as a result. Thanks to a return to normalised market conditions as well as structural adjustments made in the prior year, OXBOW reported a positive contribution for the first time in years in the reporting period. The task now is to develop the brand across all available sales channels (wholesale, retail, outlet and internet). In France, and indeed internationally, OXBOW enjoys extremely high brand recognition and this is something we can build on. Group Management The acquisition (increase to 59.9 percent of voting and participation rights) was a major step in the Group’s growth and the subsequent integration of the laFUMa Group has demanded strengthening and realignment of Group Management. This led first and foremost to stricter segregation of Group functions and operational responsibility at divisional level as well as recruitment of new Management members. The General Managers, who lead and take responsibility for their divisions, report directly to the CEO. The other members of Group Management assume functional responsibility for a given business area across all divisions. In the reporting period, the work of Group Management focused mainly on: – developing and rolling out Group-wide consolidation software – Converging reporting and accounting processes – Managing the operating aspects of the laFUMa Group restructuring – Realigning the Management Team into the three divisions of the laFUMa Group – defining a development strategy for brands and divisions of the laFUMa Group – aligning CalIda brand management – Internationalising the aUBadE brand outlook The year 2015 started with the Swiss National Bank’s surprise decision in mid-January to abandon the minimum CHF/EUR 6 exchange rate of 1.20. The CalIda Group faces major challenges in the coming year in light of the massive appreciation of the Swiss franc and considerable depreciation of the euro against the US dollar, coupled with growing economic weakness (especially in southern Europe and France). The Group is affected in several ways: in its home market, Switzerland, sales are likely to fall if Swiss consumers increasingly opt to spend in neighbouring countries, as was the case three years ago. In addition, lower costs in euro (production in Hungary) will only make a small contribution towards compensating for the CalIda brand’s costs in Swiss francs, i.e. most of them (materials, administrative expenses, operating expenses). There is only little scope for increasing sales prices in the euro zone, and adjustment would inevitable involve a delay. Overall, the CalIda Group generates around 75 percent of its sales and income in euro. Translated into Swiss francs, both indicators will be much lower from mid-January this year, depending of course on how the euro exchange rate develops. The exchange rate with the US dollar will also have a considerable impact. The MIllET Mountain Group and OXBOW both incur the majority of their production and procurement costs in US dollars, while sales are mainly (MIllET Mountain Group) or even exclusively (OXBOW) generated in euro. despite currency hedges, the Group’s earning power will be affected in 2015 and further in 2016 as the euro weakens against the US dollar. The CalIda Group will respond quickly to these negative external influences and adjust cost structures wherever possible. The Group’s brands are firmly embedded with trade and private consumers, which, coupled with a solid operating structure, will help support the Group’s earning power. We still expect income for the fiscal year 2015 to fall considerably, however. We thank you, our valued shareholders, for the trust and confidence you place in us. dr Thomas lustenberger Chairman of the Board Felix Sulzberger Chief Executive Officer CalIda at a glance selected KPis (in CHF million except employees) 2014 2013 1) 2012 2011 Gross sales as a % of prior-year figure 423.9 200.9% 211.0 103.9% 203.1 98.5% 206.2 96.6% 213.4 100.2% Net sales as a % of prior-year figure 412.4 199.8% 206.4 103.8% 198.9 99.6% 193.6 96.0% 201.6 101.0% operating result (eBit) before exceptional items as a % of net sales 27.2 6.6% 23.4 11.3% 22.2 11.2% 24.7 12.7% 24.6 12.2% operating result (eBit) as a % of net sales 27.2 6.6% 21.0 10.2% 27.2 13.7% 24.7 12.7% 24.6 12.2% Net income as a % of net sales 23.6 5.7% 10.6 5.1% 20.6 10.4% 22.9 11.8% 20.9 10.4% 63.2 75.2 73.9 43.1 37.9 –10.7 –21.3 –32.0 –23.3 –17.2 –40.5 – – – –0.3 –5.5 –5.8 – – – 31.2 34.7 73.9 37.3 37.9 19.5 4.7% 19.7 9.5% 28.6 14.4% 22.8 11.8% 21.9 10.9% –5.2 –1.3% –16.7 –8.1% 37.9 19.1 % –3.5 –1.8 % 11.9 5.9 % 7.0 8.8 3.1 13.4 21.2 4.6 1.5 8.0 – 6.2 3.8 7.6 – 16.7 5.5 6.0 – 3.6 3.8 6.6 181.8 337.8 53.8% 13.6% 166.8 2) 338.9 49.2% 7.0% 133.1 173.4 76.8% 16.3% 119.2 163.8 72.8% 20.9% 99.8 139.3 71.6% 22.4% 3’007 3’116 1’586 1’490 1’376 liquidity Current financial liabilities Non-current financial liabilities Gross debt Net liquidity operating cash flow as a % of net sales free cash flow as a % of net sales Investments in Group companies and associates Investments in fixed assets Investments in intangible assets depreciation/amortisation/impairment Shareholders’ equity (including non-controlling interests) Total assets equity ratio Return on equity headcount as at 31 december 1) 2) 2010 The provisional purchase price allocation for the acquisition of the laFUMa Group has been adjusted. Non-controlling interests adjusted to reflect their 40.1% shareholding in laFUMa following completion of the mandatory takeoverbid in January 2014. 9 CalIda at a glance Key share figures Number of registered shares with a par value of CHF 2.10 each 3) less treasury shares as at 31 december Shares with dividend rights as at 31 december Outstanding options Nominal capital (in CHF) 2014 2013 1) 2012 2011 2010 2) 8’053’437 7’995’380 7’945’380 7’920’380 7’705’180 –2’200 8’051’237 –2’200 7’993’180 –2’200 7’943’180 –3’956 7’916’424 – 7’705’180 153’943 144’000 164’000 154’000 347’600 16’912’218 16’790’298 16’685’298 16’632’798 16’180’878 Key figures per registered share (average number; in CHF) Gross sales Net sales Operating result (EBIT) before exceptional items basic diluted Operating result (EBIT) basic diluted Net income/(loss) basic diluted Equity (book value per share) dividend per registered share 4) 52.85 51.41 26.89 26.33 25.59 25.06 26.20 24.60 27.81 26.28 3.39 3.38 2.93 2.92 2.79 2.78 3.13 3.12 3.21 3.18 3.39 3.38 2.74 2.74 22.66 0.80 2.63 2.63 1.36 1.36 20.90 0.80 3.43 3.41 2.59 2.58 16.77 0.80 3.13 3.12 2.91 2.90 15.15 0.80 3.21 3.18 2.73 2.70 13.00 0.80 stock market prices (in CHF) Highest lowest Year-end 39.15 28.40 36.85 29.95 22.30 28.15 29.95 22.70 25.45 32.50 23.50 27.95 28.00 15.65 28.00 market capitalisation (in CHF million) Highest lowest Year-end 315.2 227.1 296.8 238.0 178.3 225.0 237.2 180.4 202.2 257.2 186.0 221.4 215.7 118.5 215.7 Highest lowest Year-end 13.4 1.6 0.7 2.0% 2.8% 2.2% 21.6 1.4 1.0 2.7% 3.6% 2.8% 9.8 1.5 1.0 2.7% 3.5% 3.1% 9.6 1.8 1.1 2.5% 3.4% 2.9% 10.3 2.2 1.0 2.9% 5.1% 2.9% 29.2% 58.8% 30.8% 27.5% 29.3% Price/earnings ratio Price/book value ratio Price/sales ratio dividend yield dividend payout ratio 1) 2) 3) 4) The provisional purchase price allocation for the acquisition of the laFUMa Group has been adjusted. Comparative figures restated to reflect the 1:20 share split. Par value reduced from CHF 2.50 to CHF 2.10 in 2010. 2014: Proposal of the Board of directors to the General Meeting. 10 CalIda at a glance consolidated income statement in accordance with the nature of expense method 2014 2013 1) Change Gross sales 423’936 210’984 +100.9% Net sales 412’381 206’387 +99.8 % Gross profit as a % of net sales 228’052 55.3% 131’432 63.7 % +73.5 % operating expenses as a % of net sales –200’847 –48.7% –108’070 –52.4 % +85.8% 23’362 11.3 % +16.4% operating expenses (eBit) before exceptional items as a % of net sales Non-recurring effects 27’205 6.6% – –2’338 27’205 6.6% 21’024 10.2 % 718 – 927 –8’448 earnings before tax as a % of net sales 27’923 6.8% 13’503 6.5 % income taxes –4’291 –2’910 Net income as a % of net sales 23’632 5.7% 10’593 5.1 % operating result (eBit) as a % of net sales financial result, net Share of losses of an associate 1) +29.4% laFUMa Group fully consolidated from 23 december 2013 – net impact of CHF –0.2m considered in the operating result (EBIT). 11 Consolidated financial statements 2014 CalIda Group Group statement of financial position as at 31 december in CHF 1’000 Note 2014 2013 1) (restated) Cash and cash equivalents Trade accounts receivable Other current receivables Current financial assets Inventories Current tax assets Prepaid expenses and accrued income current assets 1 2 3 7 4 63’224 47’543 18’225 1’957 86’003 4’346 3’894 225’192 75’157 46’974 14’469 7 80’366 4’298 4’408 225’679 Property, plant and equipment Intangible assets Non-current financial assets Other non-current assets deferred tax assets Non-current assets 5 6 7 19 13 25’383 73’786 6’193 366 6’848 112’546 27’900 79’767 6’038 658 3’411 117’774 337’768 343’453 10’732 36’169 31’303 – 3’421 12’389 15’586 109’600 23’314 34’518 33’608 20’342 1’016 20’805 18’154 151’757 21’318 9’664 6’387 9’034 46’403 17’154 1’427 7’108 7’951 33’640 liabilities 156’003 185’397 Share capital Treasury shares Reserves equity held by shareholders of calida holding aG Non-controlling interests 2) shareholders’ equity 16’912 –53 130’814 147’673 34’092 181’765 16’790 –53 122’584 139’321 18’735 158’056 337’768 343’453 assets Current financial liabilities Trade accounts payable Other current liabilities Current liability from mandatory takeover bid for laFUMa Current tax liabilities Current provisions accrued expenses and deferred income current liabilities Non-current financial liabilities Other non-current liabilities deferred tax liabilities Non-current provisions Non-current liabilities shaReholdeRs’ eQUitY aNd liaBilities 1) 2) 8 9 10 2) 12 11 8 19 12 13 15 14 during the reporting period adjustments were made to the provisional purchase price allocation of laFUMa Group. For further detail, please refer to the section “acquisition of the laFUMa Group in the reporting period 2013”. an amount of CHF 7 million was used to acquire shares under the mandatory takeover bid until its expiry in January 2014, compared to the potential liability of CHF 20.3 million recorded as at 31 december 2013, and adjusted non-controlling interests amounted to CHF 27.4 million instead of the reported CHF 18.7 million. The accounting policies and notes on pages 19 to 55 are an integral component of these consolidated financial statements. 13 Consolidated financial statements 2014 CalIda Group Group income statement 1 January – 31 december in CHF 1’000 2014 2013 412’381 206’387 64 3’102 – – 998 1’033 415’547 208’418 –163’008 –119’674 –91’977 –13’412 –271 –388’342 –62’554 –65’639 –51’117 –7’959 –125 –187’394 27’205 21’024 117 –1’236 1’837 718 180 –224 971 927 – –8’448 27’923 13’503 –4’291 –2’910 Net income 23’632 10’593 attributable to: Shareholders of CalIda Holding aG Non-controlling interests 21’999 1’633 10’863 –270 2.74 2.74 1.36 1.36 Net sales Note 18 Gain on the disposal of non-current assets Other operating income Other operating income generated from an associate operating income Cost of goods sold and third-party services Personnel expenses Other operating expenses depreciation/amortisation loss on the disposal of non-current assets operating expenses 19 21 22 operating result Financial income Financial expenses Exchange differences financial result, net 23 23 23 Share of losses of an associate earnings before tax Income taxes Earnings per registered share in CHF diluted earnings per registered share in CHF 14 13 24 24 Consolidated financial statements 2014 CalIda Group Statement of comprehensive income in CHF 1’000 2014 2013 Net income 23’632 10’593 items that might be reclassified to profit or loss, after tax Exchange differences recognised in other comprehensive income Hedge accounting –3’369 2’260 –153 – items that cannot be reclassified to profit or loss, after tax Remeasurements of the net defined benefit liability (asset) Share of other comprehensive income of an associate –7’610 – 870 –2 total other comprehensive income –8’719 715 total comprehensive income 14’913 11’308 attributable to: Shareholders of CalIda Holding aG Non-controlling interests 13’209 1’704 11’578 –270 15 Consolidated financial statements 2014 CalIda Group 1 January 2013 Net income Other comprehensive income Comprehensive income dividend from capital contribution reserve Capital increase 2) Share-based payments 3) Tax effect of share-based payments 4) Change in scope of consolidation (restated) 1) 31 december 2013 (restated) 1)) Net income Other comprehensive income Comprehensive income dividend from capital contribution reserve Capital increase 2) Capital contribution from non-controlling interests Change in non-controlling interests Share-based payments 3) Tax effect of share-based payments 4) 31 december 2014 1) 2) 3) 4) shareholders’ equity Non-controlling interests equity held by the shareholders of calida holding aG in CHF 1’000 Reserves Exchange differences Retained earnings Capital reserves treasury shares share capital Group statement of changes in shareholders’ equity 16’685 –53 17’452 114’743 –15’741 116’454 133’086 – 133’086 – – – – – – – – – 10’863 868 11’731 – –153 –153 10’863 715 11’578 10’863 715 11’578 –270 – –270 10’593 715 11’308 – 105 – – – – –6’393 480 280 – – – – – – –6’393 480 280 –6’393 585 280 – – – –6’393 585 280 – – 185 – – 185 185 – 185 – 16’790 – –53 – 12’004 – 126’474 – –15’894 – 122’584 – 139’321 19’005 18’735 19’005 158’056 – – – – – – – – – 21’999 –6’029 15’970 – –2’761 –2’761 21’999 –8’790 13’209 21’999 –8’790 13’209 1’633 71 1’704 23’632 –8’719 14’913 – 122 – – –6’417 1’219 – – – – –6’417 1’219 –6’417 1’341 – – –6’417 1’341 – – – – – – – 4’965 4’965 – – – – – 372 – – – – – 372 – 372 8’688 – 8’688 372 – 16’912 – –53 –153 7’025 – 142’444 – –18’655 –153 130’814 –153 147’673 – 34’092 –153 181’765 during the reporting period adjustments were made to the provisional purchase price allocation of laFUMa Group. For further details, please refer to the section “acquisition of the laFUMa Group in the reporting period 2013”. See note 14. See note 20. See note 13. Reserves include legal reserves of CHF 13’798 (2013: CHF 13’798) which cannot be distributed to shareholders. 16 Consolidated financial statements 2014 CalIda Group Group statement of cash flows in CHF 1’000 Note Net income adjustments for non-cash items – Income taxes – depreciation and amortisation – Share-based payments – adjustment to defined benefit cost – loss on disposal of non-current assets – Financial result, net – Share of losses of an associate Change in net working capital and provisions – Restructuring provisions – Other provisions – Changes in inventories – Changes in trade accounts receivable – Changes in other current assets – Changes in current liabilities Taxes paid cash flow from operating activities (a) Interest received acquisition of shares in an associate loans granted to an associate acquisition of Group companies Investments in property, plant and equipment Investments in intangible assets Sale of non-current assets loans granted to an associate Repayment of loans granted cash flow from investing activities (B) Interest paid Proceeds from borrowings from banks Repayment of borrowings from banks/bonds Repayment of borrowings from non-controlling interests dividend from capital contribution reserve (C) Options exercised from share-based payment plans Capital contributions from non-controlling interests cash flow from financing activities 13 22 20 5 6 14 Impact of exchange rate fluctuations on cash and cash equivalents change in cash and cash equivalents Cash and cash equivalents at the beginning of the year cash and cash equivalents at the end of the year Free Cashflow (a + B + C) 1) 1 2014 2013 (restated) 1) 23’632 10’593 4’291 13’412 372 –17 271 –762 2’910 7’959 280 –7 125 –927 – 8’448 –10’234 1’461 –6’822 –1’395 1’965 –3’411 –3’312 19’451 141 – – –7’039 –8’803 –3’126 867 –637 384 –18’213 –1’159 11’185 –13’016 –5’595 –6’417 1’341 1’343 –12’318 –4’068 500 –2’562 811 1’741 808 –6’893 19’718 137 –17’533 –3’065 –3’624 –4’556 –1’516 232 –220 107 –30’038 –185 17’154 – – –6’393 585 – 11’161 –853 –11’933 441 1’282 75’157 63’224 73’875 75’157 –5’179 –16’713 CalIda has challenged the presentation of the statement of cash flows and has defined net income as starting point (prior years: operating result). The comparable figures were adjusted accordingly. This change in presentation results in adjusted reconciling items from net income to cash flow from operating activities. The cash flow from operating activities remains unchanged. 17 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements The figures in the notes to the consolidated financial statements are presented thousand Swiss francs (CHF k) unless indicated otherwise (information on share and option prices, dividends and earnings per share are presented in CHF). Business The CalIda Group is a global player specialising in clothing with its brands CalIda, aUBadE, MIllET, EIdER, laFUMa Outdoor, laFUMa Mobilier and OXBOW. The CalIda and aUBadE brands make the CalIda Group one of the world’s leading providers of high-quality underwear, nightwear and luxury lingerie. CalIda and aUBadE are sold in around 70 countries via high-end specialty retailers, upmarket department stores and our own CalIda stores and aUBadE boutiques. The CalIda Group’s specialist brands for quality outdoor equipment are MIllET, EIdER, laFUMa Outdoor, laFUMa Mobilier and OXBOW. drawing on their rich tradition, the companies behind these brands develop products for ambitious alpinists and mountaineers, discerning hikers and excursionists and style-conscious hobby and garden enthusiasts. The CalIda Group is headquartered in Oberkirch (Switzerland) and has around 3’000 employees in total. accounting policies General These consolidated financial statements of the CalIda Group were prepared in accordance with the International Financial Reporting Standards (IFRSs) and Swiss law. The historical cost principle is applied, except for derivative financial instruments which are measured at fair value. changes in accounting policies The International accounting Standard Board (IaSB) issued a new interpretation and revised or amended various existing International accounting Standards (IaSs) and International Financial Reporting Standards (IFRSs). The following changes, amendments and revisions are applicable for the CalIda Group from the reporting period 2014 onwards: IaS 32 Offsetting Financial assets and Financial liabilities IaS 39 Novation of derivatives and Continuation of Hedge accounting IFRS 10, IFRS 12, IaS 27 Investment Entities IFRIC 21 levies The individual changes did not have any material impact on the consolidated financial statements of the CalIda Group. The IaSB has published new and amended standards and interpretations. The following changes are potentially relevant and applicable for reporting periods from 2015 onwards: Standard IaS 19 IFRS 15 IFRS 9 annual improvements process 1) 2) description Effective date adoption planned defined Benefit Plans: Employee Contributions 1 July 2014 2015 1) Revenue from Contracts with Customers 1 January 2017 2017 2) Financial Instruments 1 January 2018 2018 2) Collective standard with amendments to various IFRS standards with the primary goal of eliminating inconsistencies and clarifying terminology 1) No material impact is expected on the financial position or performance of the CalIda Group. The impact on the consolidated financial statements cannot yet be accurately determined. 19 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements consolidation principles The consolidated financial statements are prepared based on the financial statements of CalIda Holding aG and its subsidiaries, all of which are prepared in accordance with uniform accounting principles. The consolidated financial statements of the CalIda Group include all companies in which the Group holds more than 50% of voting rights, or which it controls in some other way. Newly acquired companies are consolidated from the date that control is obtained. The acquisition method is applied. For each business combination, the non-controlling interest in the acquiree is measured either at fair value or at the proportionate share of the acquiree’s identifiable net assets. In business combinations, the identifiable assets, liabilities and contingent liabilities of a subsidiary are measured at fair value on the acquisition date. The acquisition method requires goodwill to be measured, recognised and subsequently tested for impairment. an impairment loss is recognised for any permanent impairment. a bargain purchase, which arises when the fair value of the identified net assets exceeds the consideration transferred on the acquisition date, is recorded directly in the income statement. all intercompany transactions, profits and balances are eliminated for consolidation purposes. associated companies over which the Group has significant influence (generally entities in which it holds more than 20% of the voting rights but not more than 50%), are recognised in accordance with the equity method. Investments in associates are initially recorded at cost, including any goodwill upon acquisition. Subsequently, the carrying amount is adjusted to reflect the CalIda Group’s interest in the associate’s equity. measurement principles foreign currency translations The annual financial statements of foreign subsidiaries are prepared in the respective local currency, which is also the functional currency of the subsidiary in question. They are translated into Swiss francs for consolidation purposes as follows: statement of financial position at year-end rates, income statement and statement of cash flows at average rates over the reporting period. Exchange differences resulting from this principle, as well as those arising from the translation of intercompany equity-like loans, are recorded in other comprehensive income. Once the Group loses control over a subsidiary, the cumulative currency translation differences are recycled from other comprehensive income to profit or loss. Other exchange differences, including those from foreign currency positions and transactions relating to normal business activities, are posted through the income statement. Goodwill and fair value adjustments of assets and liabilities in connection with acquisitions of foreign subsidiaries are treated as assets and liabilities of this foreign operation and translated into Swiss francs at the rate prevailing on the reporting date. Exchange rates at year-end: EUR USd HUF GBP TNd JPY HKd CNY 20 Unit 1 1 100 1 1 100 1 1 2014 1.2029 0.9896 0.3937 1.5372 0.5325 0.8251 0.1276 0.1612 2013 1.2259 0.8905 0.4261 1.4684 0.5435 0.8471 0.1146 0.1468 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements average exchange rates for the year: EUR USd HUF GBP TNd JPY HKd CNY Unit 1 1 100 1 1 100 1 1 2014 1.2148 0.9154 0.4060 1.5071 0.5411 0.8660 0.1181 0.1490 2013 1.2259 0.9272 0.4280 1.4500 0.5726 0.8836 0.1160 1.1480 fair value Fair value is the price that would be received to sell and asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is determined based on observable market prices or on using generally accepted valuation methods such as option price models or the discounted cash flow method. Statement of financial position cash and cash equivalents Cash and cash equivalents consist of cash in hand, bank balances, time deposits and sight funds which are held at banks or similar institutions and have an original term to maturity of less than three months. Positions are measured at nominal values. trade accounts receivable and other current receivables Trade accounts receivable and other current receivables are measured at the original invoice amount less any necessary allowances. Besides specific valuation allowances for known risks to the receivables, general allowances are recognised basing on past experience and on the receivables’ ageing structure. The allowance account for receivables is carried separately and reflects the difference between the carrying amount of the receivables and the present value of the future expected cash flows from the transaction. a receivable is offset against the allowance amount only if it is no longer recoverable. Changes in the allowance account are recorded within sales and marketing expenses. inventories Inventories comprise raw materials, semi-finished and finished goods and merchandise. Inventories are measured at the lower of cost and net realisable value. Raw materials are measured at cost price using the weighted average cost method. Semi-finished and finished goods produced internally are measured at production cost and merchandise at cost price. Production cost includes the entire cost of material, manufacturing costs and the proportional share of fixed production overheads. Outmoded and unsaleable goods are written down to their net realisable value. Net realisable value is the estimated selling price less the costs of completion and the costs necessary to make the sale. It is calculated using a range of coverage analysis for standard products. Seasonal effects are considered for fashion items. Unrealised profits from intercompany transactions are eliminated. Property, plant and equipment land is recognised at cost. Buildings, machines, vehicles and plant facilities are recorded at cost less accumulated depreciation and impairment. depreciation is recognised on a straight-line basis over the estimated useful lives of the assets as follows: 21 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements Buildings Fixtures and fittings Machinery IT equipment and operating software Vehicles Furniture Store fittings Useful life in years 5–40 5–12 5–10 3–5 4–5 3–10 3 Residual values, useful lives and the depreciation method used are reviewed and adjusted as necessary at year-end. Impairment losses are recorded where necessary. The Group has not entered into any finance leases. Maintenance and repair costs are expensed immediately unless they increase the value of the asset. Gains or losses on the disposal of property, plant and equipment are disclosed separately in the income statement. Goodwill Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for the non-controlling interest over the net identifiable assets acquired and liabilities assumed. Goodwill is recognised as an asset with an indefinite useful life. It is not amortised but subject to an impairment test annually and whenever there are indications of possible impairment. intangible assets licences, software and customer lists are recognised at cost less any accumulated amortisation and any accumulated impairment losses. They are amortised on a straight-line basis over their useful lives as follows: Useful life in years Customer lists 5–10 licences 3–5 Software 3–5 Costs for development projects or software are capitalised if they will yield measurable benefits for the organisation over several years. Trademarks Trademarks are treated as intangible assets with an indefinite useful life provided there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity. Intangible assets with indefinite useful lives are not amortised but subject to an annual impairment test. Key money Provided there is an active market and legal basis, key money for retail stores is not amortised but subject to an annual impairment test. Key money that is not repayable or only payable in certain circumstances is amortised over the term of the lease agreement, including any options to extend. impairment of assets Items of property, plant and equipment and intangible assets are tested for impairment at each reporting date. If there are indications of impairment, an impairment test is carried out to determine the recoverable amount of the asset. Recoverable amount is determined for the cash-generating unit to which the asset belongs if the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. The recoverable amount is the higher of the fair value less costs to sell and the value in use. an asset is impaired when its carrying amount exceeds its recoverable amount. Goodwill and intangible assets with an indefinite useful life are tested for impairment annually and whenever there is an indication that it may be impaired. 22 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements With the exception of goodwill, assets are reviewed on each reporting date for any indications that a previously recorded impairment loss no longer exists or has decreased. a previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. financial assets Financial assets are designated to the following two categories: – Financial assets held for trading and derivative financial instruments – loans and receivables Regular way purchases or sales of financial assets are recognised on the date the Group makes a commitment to buy or sell the asset. Financial assets are derecognised when the rights to the cash flows have expired or if the right to receive the cash flows has been transferred and the CalIda Group has substantially transferred all risks and rewards incidental to ownership. Derivative financial instruments The CalIda Group uses hedging instruments such as forward exchange contracts or currency options to hedge against the exchange rate risk from firm commitments or highly probable forecast transactions (cash flow hedge). derivative financial instruments are measured at fair value on the date they are entered into and then subsequently as at each reporting date. If the fair value is positive, they are recorded as an asset and if it is negative, as a liability. all fair value changes in derivative financial instruments are recorded through profit or loss unless the criteria for hedge accounting are fulfilled. If so, the effective portion of the gain or loss on the hedging instrument is recognised in other comprehensive income, while any ineffective portion is recognised immediately in the income statement. amounts recorded in other comprehensive income are reclassified to cost of goods sold when the hedged transaction affects profit or loss. If the forecast transaction is no longer expected to occur, the cumulative gains or losses previously recorded in other comprehensive income are recycled to the financial result. Loans and receivables loans and receivables are non-derivative assets with determinable payments that are not quoted in an active market. They are shown as current assets if they are due within 12 months after the reporting date. Otherwise they count as non-current assets. after initial recognition, loans and receivables are subsequently measured at amortised cost using the effective interest rate method. Financial assets are tested for impairment as at each reporting date. an impairment loss is recorded if there is objective evidence of impairment. Examples include insolvency, default or other significant financial difficulty of the issuer or obligor. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. The reversal is limited so that the carrying amount of the asset does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. financial liabilities Financial liabilities are designated to the following two categories: – Financial liabilities held for trading and derivative financial instruments – Other financial liabilities Derivative financial instruments Refer to the detailed description in the section “Financial assets”. 23 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements Other financial liabilities Other financial liabilities comprise loans and borrowings. They are initially measured at fair value, which is generally determined as the amount needed to settle the liability less transaction costs. Other financial liabilities are subsequently measured at amortised cost; any difference between the amount received (after deducting transaction costs) and the amount repayable is recorded in financial expense over the term of the liability using the effective interest method. any amount or portion due in the next 12 months is recognised as current liabilities. If there are provisions permitting an extension of the contractual term, the new term is used to classify the liability as current or non-current. trade accounts payable Trade accounts payable are initially recognised at fair value and subsequently at amortised cost. Provisions Provisions are set up if the Group has a legal or constructive obligation from a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be reliably estimated. share capital Share capital equals the nominal value of all issued shares. capital reserves Paid-in capital exceeding the nominal share value (less transaction costs) and allocations of share options from share-based payments are recognised in the capital reserves. treasury shares Treasury shares are measured at cost and deducted from shareholders’ equity. Gains or losses from the disposal of treasury shares are recognised directly in the capital reserves. Income statement Net sales and revenue recognition Net sales comprise all invoiced sales to third parties after deduction of any value-added tax, volume discounts or other reductions. Revenue is recognised when the risk and rewards are substantially transferred to the customer, the sales price can be estimated reliably and payment is probable (e.g. handover of merchandise in the shop or upon delivery). employee benefits and other defined benefit plans The CalIda Group maintains both defined contribution and defined benefit plans. Employees in Group companies outside of Switzerland are mainly insured via state pension funds or independent savings institutions. These plans are classified as defined contribution plans. Under these defined contribution plans, the CalIda Group pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligation relating to employee service in prior periods. The contributions are recognised as personnel expenses in the period in which they are made. Pension plans in Switzerland and some in France qualify as defined benefit plans. The net defined benefit liability (asset) is calculated based on actuarial valuations, which are prepared annually. The defined benefit obligation is determined using the projected unit credit method, taking into account the service rendered by employees up to the reporting date as well as assumptions as to future salary trends, employee turnover and mortality. The actuarial valuations use the most recent generational tables to consider expected mortality. 24 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 The present value of the defined benefit obligation (dBO) is compared to the fair value of the plan assets for each plan and recognised as a net defined benefit liability or asset. The carrying amount of any asset is limited so that it does not exceed the economic benefits available to the CalIda Group in the form of refunds from the plan or reductions in future contributions to the plan. The cost of defined benefit plans are recorded as follows: – Service cost (current and past service costs from plan amendments): through profit and loss, within personnel expenses – Net interest on the net defined benefit liability (asset): through profit and loss, within financial result – Remeasurements of the net defined benefit liability (asset) comprising actuarial gains and losses, the return on plan assets (less interest at the discount rate, which is included in net interest) as well as the effects of the asset ceiling: in other comprehensive income executive participation plan Certain members of the Board of directors, Executive Management and other executive employees receive equity-settled sharebased payments. These are measured at fair value on the grant date using the binomial model. The amount is recorded in personnel expenses on a straight-line basis over the vesting period based on the number of equity instruments that management estimates will actually become vested. Borrowing costs Interest costs and other borrowing costs are expensed directly and only capitalised if they are directly related to the acquisition or production of a qualifying asset. income taxes Provisions are recognised for taxes on profits regardless of when they fall due for payment. deferred taxes are the result of temporary differences arising when measuring items in the financial statements according to uniform Group principles compared to measurements for tax purposes. They are calculated using the balance sheet liability method. Expected tax rates are relevant. deferred tax assets on tax losses carried forward are only recognised if it is probable that they can be realised by offsetting against future profits. Current and deferred tax assets and liabilities are netted if is a legally enforceable right to do so and the income taxes were levied by the same tax authority. No deferred taxes are recognised for taxes that would be payable upon distribution of subsidiaries’ profits unless the distribution is planned to take place in the foreseeable future. estimates and assumptions The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period, and the amount of income and expenses during the reporting period. assets and liabilities are recognised when it is probable that any future economic benefit associated with the item will flow to or from the entity and value or cost can be measured reliably. If these estimates and assumptions – made by management to the best of their knowledge as at the reporting date – prove to differ significantly from the actual circumstances at a later point in time, the original estimates and assumptions are adjusted in the reporting period in which the circumstances changed. In the following, the key assumptions as to future developments are set out together with details of the main sources of estimation uncertainty that could trigger adjustments to assets and liabilities over the next twelve months. inventories Inventories are written down to reflect losses in value of unsaleable, slow-moving or defective raw materials, semi-finished and finished goods and merchandise. The allowances are determined based on assumptions as to the resaleability of the goods. Management relies on past experience but also considers trends in future sales as well as differences in the resaleability of raw materials compared to seasonal and standard articles within the range. Write-downs totalling CHF 23’610 (2013: CHF 12’930) were recorded as at 31 december 2014. Inventories were recognised at a net carrying amount of CHF 86’003 (2013: CHF 80’366) as at 31 december 2014. The actual outcome may differ from the assumptions due to changes in the market conditions or economic environment. Such differences would impact the subsequent reporting period. 25 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 Key money Key money is recognised at cost. Provided there is an active market and legal basis, key money is not amortised but subject to an annual impairment test. The impairment test involves making estimates and assumptions about the expected future cash flows associated with the use of key money. The actual cash flows may differ from the discounted future cash flows based on these estimates. Key money, which has an indefinite useful life, is carried at CHF 22’556 (2013 (restated): CHF 20’497). trademarks/goodwill Estimates as to the future development and cash flows have to be made to determine the fair value of the trademarks and goodwill acquired. In making these estimates, management considers all of the information available as at the acquisition date. Subsequently testing trademarks and goodwill for impairment again involves making estimates and assumptions about the expected future cash flows. The actual cash flows may differ from the discounted future cash flows based on these estimates. Trademarks and goodwill are carried at CHF 46’451 (2013 (restated): CHF 51’800). Net defined liability (asset) In accordance with IaS 19, the net defined benefit liability (asset) is calculated based on various assumptions about financial and demographic variables. These assumptions are reviewed annually and adjusted if necessary. Changes in assumptions, e.g. the discount rate of future salaries, or circumstances can materially impact the amount of future cost of a defined benefit plan as reported in the income statement or other comprehensive income, and the net defined benefit liability (asset) reported. The defined benefit asset recorded in the statement of financial position as at 31 december 2014 came to CHF 366 (2013: CHF 658) and the defined benefit liability to CHF 9’664 (2013: CHF 1’427). Provisions The provisions were determined based on a best estimate, i.e. the amount that the Company would rationally pay to settle the obligation at the end of the reporting period. The provisions are reviewed at the end of each reporting period. Expenses incurred may vary depending on developments in potential proceedings, including legal rulings. Such changes would affect the subsequent reporting period. The provisions amounted to CHF 18’776 as at 31 december 2014 (2013: CHF 27’913). deferred tax assets from tax losses carried forward Various CalIda Group companies carry forward substantial tax losses. These lapse after seven years in Switzerland. In some other countries there is no limitation period. deferred taxes are calculated based on the assumption that temporary differences will be recovered before the tax loss carryforward lapses and can therefore be offset against tax loss carryforwards. Tax effects on tax losses carried forward are also capitalised based on future expected earnings. If there is uncertainty as to the future development of earnings at a given Group company, no deferred tax assets are recognised. deferred tax assets of CHF 601 are recognised on tax loss carryforwards as at 31 december 2014 (2013: CHF 0). 26 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements scope of consolidation and acquisitions scope of consolidation Company 1) Registered office activity Share capital in local currency Capital share/ voting rights in % CalIda aG CalIda austria GmbH CalIda Belgium SPRl CalIda Finance aG 2) CalIda France SaS CalIda GmbH CalIda Handels GmbH CalIda Management aG 3) CalIda Netherlands BV CalIda Ungarn Produktionsgesellschaft mbH aUBadE Sa aUBadE Paris SaS aUBadE denmark apS aUBadE Handels GmbH aUBadE lingerie de Femme Inc. aUBadE Paris (UK) ltd. aUBadE Paris & Cie SCS BElaUBadE Sa Société de lingerie azur SOlaUBadE SURl SPTF aZUR Sa laFUMa Sa KaNION Sp. z o.o. BIG PaCK New Technology Co., ltd. EIdER SaS l.M.O. SRl. l.W.a. Sa laFPROM HK ltd. laFPROM SaS laFPROM Tunisie laFUMa america Inc. laFUMa BV laFUMa China Trading Co., ltd. laFUMa Group GmbH laFUMa Group Sl laFUMa Hong Kong ltd. laFUMa Hungaria KFT laFUMa MIllET KK laFUMa Mobilier SaS laFUMa Outdoor Trading Co., ltd. Oberkirch/Sursee, Switzerland Vienna, austria Forest, Belgium Sursee, Switzerland Paris, France lörrach, Germany lörrach, Germany Oberkirch, Switzerland Rotterdam, Netherlands Sales/logistics Sales Sales Financial services Sales Sales Sales Management services Sales CHF EUR EUR CHF EUR EUR EUR CHF EUR 10’000’000 100’000 18’550 100’000 16’639’200 102’258 100’000 100’000 18’000 100% 100% 100% 100% 100% 100% 100% 100% 100% Rajka, Hungary Oberkirch, Switzerland Paris, France Hellerup, denmark lörrach, Germany New York, USa Hemel Hempstead, England Monte Carlo, Monaco Forest, Belgium Monastir, Tunisia Madrid, Spain Sursee, Switzerland annecy-le-Vieux, France Warsaw, Poland Nanjing, China annecy-le-Vieux, France Montebelluna, Italy Wavre, Belgium Kwun Tong, Hong Kong anneyron, France Sousse, Tunesia lafayette, USa leusden, Netherlands Shanghai, China Bissingen / Teck, Germany Barcelona, Spain Kwun Tong, Hong Kong Sarvar, Hungary Tokyo, Japan anneyron, France Shanghai, China Production Sales Sales/logistics Sales Sales Sales Sales Sales Sales Production Sales Holding Holding/Sales Sales Production Sales Sales Sales logistics logistics Production Sales Sales Sales Sales Sales Sales Production Sales Sales Sales HUF 477’300’000 CHF 500’000 EUR 15’754’230 dKK 80’000 EUR 100’000 USd 1’283’733 GBP 100 EUR 100’000 EUR 362’000 TNd 10’000 EUR 300’000 CHF 100’000 EUR 56’885’352 PlN 697’900 CNY 15’029’780 EUR 2’020’000 EUR 10’000 EUR 66’931 HKd 10’000 EUR 94’240 TNd 100’000 USd 24’500 EUR 113’445 CNY 1’655’420 EUR 285’000 EUR 475’000 HKd 10’000 HUF 51’350’000 JPY 10’000’000 EUR 9’262’561 CNY 4’984’459 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 59.9% 30.5% 59.9% 59.9% 59.9% 59.9% 58.7% 59.9% 59.9% 59.9% 59.9% 59.9% 59.9% 59.9% 59.3% 59.9% 59.9% 59.9% 59.9% 27 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements lallEMaNd SaS MIllET Mountain Group (Switzerland) aG 3) MIllET SaS OXBOW distribution SaS OXBOW SaS PaCCaRd diffusion SaRl SHERPa logistique SaS 1) 2) 3) in CHF 1’000 Vieux d’Izenave, France Sales EUR 925’540 59.9% Oberkirch, Switzerland annecy-le-Vieux, France Mérignac, France Mérignac, France Chamonix, France Saint-Rambert d’albon, France Sales Sales Sales Sales Sales logistics CHF EUR EUR EUR EUR EUR 100’000 3’234’218 2’777’761 50’000 150’000 373’570 59.9% 59.9% 59.9% 59.9% 59.9% 59.9% Only active companies are listed. Name changed in fiscal year 2014. Founded in fiscal year 2014. Companies liquidated in 2014: – OBER SaS, Paris, France – SCI lE CHEVRIl, Vieux d’Izenave, France acquisition of the lafUma Group in the reporting period 2013 In January 2013, the CalIda Group acquired an initial investment of 15.3% in the listed French sportswear and outdoor clothing producer laFUMa. This investment was associated with acquisition costs of CHF 17’533. as the CalIda Group had significant influence over laFUMa, the investment was recognised in accordance with the equity method until 23 december 2013. On 20 december 2013, the Extraordinary General Meeting of laFUMa voted in favour of a capital increase reserved for the CalIda Group at an issue price of EUR 14 per share. after paying up the capital on 23 december 2013, the CalIda Group had increased its shareholding in laFUMa to 50.6% and assumed control. The subsequent mandatory takeover bid for third-party shareholders at a price of EUR 14 per share ran from 27 december 2013 to 13 January 2014. Under this programme, the CalIda Group was obligated to purchase all laFUMa shares offered during this period at the same conditions as the controlling majority acquired from the capital increase on 23 december 2013. Some laFUMa shareholders agreed in advance not to offer their shares. The CalIda Group gradually increased its shareholding by 9.0% to 59.6% over the course of the mandatory takeover bid. The final shareholding as at 14 January 2014 was 59.9% as the CalIda Group also acquired the shares held by CEO Felix Sulzberger at a price of EUR 14 per share. The first capital increase and the mandatory takeover bid are treated as a linked transaction. The CalIda Group recorded a liability as at the acquisition date for all laFUMa shares which could potentially have been tendered over the term of the mandatory takeover bid. Following expiry of that term on 13 January 2014, the liability was reduced by the amount of shares not offered and the consideration transferred, goodwill and non-controlling interests were reduced to reflect the 59.9% actually acquired by the CalIda Group. In a third step following the mandatory takeover bid, laFUMa carried out a second capital increase of CHF 12’307 (see note 8), granting subscription rights at an issue price of EUR 9 per share. The CalIda Group’s shareholding remained unchanged at 59.9% following the fully subscribed capital increase. The CalIda Group views the shareholding in laFUMa as a strategic investment, giving the Group access to a new and complementary growth segment beyond the underwear market. all of the laFUMa Group labels are established brands with strong recognition in France and, in some cases, internationally. Goodwill from the business combination reflects the access to a new and growing market segment and international markets. 28 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 The purchase price allocation was finalised during the 12 months subsequent to assuming control and was concluded as at 23 december 2014. The fair values for the identifiable assets and liabilities of laFUMa break down as follows as at 23 december 2014, the date on which control was obtained: fair Value (restated) 1) Cash an cash equivalents Receivables Inventories Other current assets Property, plant and equipment Intangible assets Other non-current assets Current financial liabiliteis Trade accounts payables Other current liabilities accrued liabilities and deferred income Current tax liabilities Non-current financial liabilities Provisions deferred tax liabilities Net assets acquired 31.12.2013 1/2) (restated) Fair Value of previously held equity interest (15.3%) 9’083 Fair value of the new shares acquired from initial capital increase and mandatory takeover bid 43’130 (31.12.2013: 35.3%; 14.01.2014: 44.6%) 22’451 liability for mandatory takeover bid 4) 19’005 Non-controlling interests 1/5) consideration transferred 93’669 Goodwill from acquisition 24’580 1) 2) 3) 4) 5) 41’617 31’090 43’997 18’640 12’708 31’375 4’863 184’290 –23’314 –29’555 –32’226 –290 –38 –1’427 –22’819 –5’532 –115’201 69’089 14.01.2014 3) 9’083 52’641 0 27’693 89’417 20’328 The following fair value adjustments were made compared to the provisional purchase price allocation presented in the annual report 2013: – Property, plant and equipment CHF –362 – Intangible assets CHF –717 – Provisions CHF –2’489 (including CHF –490 contingent liabilities) – deferred tax liabilities CHF 1’227 The adjustments to the provisional purchase price allocation for the acquisition of the laFUMa Group as at 23 december 2013 only have a limited impact on the 2013 result so restatement of the income statement, the statement of comprehensive income and the statement of cash flows is not required. according to the presentation in the annual report 2013. after the mandatory takeover bid concluded as at 14 January 2014. The first capital increase and the mandatory takeover bid are treated as a linked transaction. This item therefore includes all shares which could potentially have been offered to the CalIda Group at a price of EUR 14 per share. Comprises the share in net assets as at 31 december 2013 attributable to non-controlling shareholders of laFUMa who agreed prior to the assumption of control not to offer their shares for sale to the CalIda Group. 29 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 The cash flow from investing activities relating to the acquisition of laFUMa breaks down as follows: cash paid for the acquisition of an assiciate (15.3%) Purchase price for the nes shares acquired in the first capital increase (35.3%) Purchase price paid under the mandatory takeover bid Cash and cash equivalents acquired cash paid for the acquisition of Group companies 2014 0 0 –7’039 0 –7’039 2013 –17’533 –43’130 –2’111 41’617 –3’624 total cash outflow –7’039 –21’157 No transaction costs in connection with the business combination were recorded in other operation expenses (2013: CHF 696), whereas CHF 330 (2013: CHF 292) are reflected in the cash flow from operating activities. Goodwill is not deductible for tax purposes. 30 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 Notes to the coNsolidated fiNaNcial statemeNts The figures in the notes to the consolidated financial statements are presented in thousand Swiss francs (CHF k) unless indicated otherwise (information on share and option prices, dividends and earnings per share are presented in CHF). 1. cash and cash equivalents Cash on hand and bank balances total 2014 2013 63’224 63’224 75’157 75’157 The effective interest rate for bank balances and current bank deposits was between 0.0% and 0.1% (2013: 0.0% and 0.2%). 2. trade accounts receivable Trade accounts receivable from third parties Trade accounts receivable from related parties allowances total, net 2014 2013 54’130 20 –6’607 47’543 49’385 29 –2’440 46’974 The receivables are carried at fair value. No interest is charged for the first 80 to 120 days after the invoice date. Thereafter, interest is charged on the amount outstanding at a rate of between 5% and 10% p.a. Trade accounts receivable can be broken down into those that are past due and those that are not past due based on the individual terms agreed with the customer. The ageing analysis is as follows: Not past due Past due by 1–60 days Past due by 61–120 days Past due by more than 120 days total, net 2014 34’355 7’771 2’285 3’132 47’543 2013 43’397 2’477 779 321 46’974 allowances for trade accounts receivable are made based on individual assessment and recent experience. Bad debt allowances: Balance as at 1 January additions Utilisation Reversals Exchange rate differences Balance as at 31 december 2014 –2’440 –4’670 162 311 30 –6’607 2013 –2’561 –1’003 516 640 –32 –2’440 31 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 Currencies of relevance for trade accounts receivable: CHF EUR USd JPY HKd GBP Other total 3. other current receivables Receivables from government authorities Receivables from pension funds Prepayments to suppliers Other receivables total, net 4. inventories Raw materials Semi-finished goods Finished goods total 2014 1’799 36’573 3’775 2’080 1’688 573 1’055 47’543 2013 1’689 33’959 4’133 2’167 2’326 1’147 1’553 46’974 2014 2013 10’493 21 5’480 2’231 18’225 8’583 3 1’518 4’365 14’469 2014 2013 7’978 6’790 71’235 86’003 8’734 7’494 64’138 80’366 The allowance for the individual items of inventories amounts to CHF 23’610 (2013: CHF 12’930) and is considered in the cost of goods sold. 32 Consolidated financial statements 2014 CalIda Group total assets under construction Vehicles in CHF 1’000 Furniture and store fittings Fixtures and fittings Machinery land and buildings 5. Property, plant and equipment IT equipment and operating software Notes to the consolidated financial statements historical cost 1 January 2013 additions Change in scope of consolidation (restated) 1) disposals Exchange rate differences 31 december 2013 (restated) 1) additions disposals Exchange rate differences 31 december 2014 44’164 61 7’140 12’393 482 2’883 15’167 54 – 5’159 577 191 30’411 3’279 2’480 954 103 2 – – 12 108’248 4’556 12’708 –1’125 1 50’241 1’365 –377 –613 50’616 –1’955 –102 13’701 1’201 –39 –813 14’050 –960 –33 14’228 80 – –9 14’299 –1’530 12 4’409 265 –40 –59 4’575 –4’249 206 32’127 5’149 –726 –496 36’054 –223 –12 824 187 –120 –9 882 – – 12 556 – –4 564 –10’042 72 115’542 8’803 –1’302 –2’003 121’040 accumulated depreciation and impairment 1 January 2013 depreciation disposals Exchange rate differences 31 december 2013 depreciation disposals Exchange rate differences 31 december 2014 38’754 768 –1’125 1 38’398 1’948 – –296 40’050 10’590 414 –1’932 –74 8’998 1’390 – –765 9’623 14’638 143 –960 –15 13’806 159 – –26 13’939 4’389 401 –1’527 9 3’272 481 –4 –59 3’690 21’869 4’654 –3’947 130 22’706 6’065 –480 –428 27’863 584 108 –222 –8 462 121 –87 –4 492 – – – – – – – – – 90’824 6’488 –9’713 43 87’642 10’164 –571 –1’578 95’657 10’566 4’427 360 885 8’191 390 564 25’383 11’843 4’703 422 1’137 9’421 362 12 27’900 Net carrying amount as at 31 december 2014 Net carrying amount as at 31 december 2013 1) during the reporting period adjustments were made to the provisional purchase price allocation of laFUMa Group. For further detail, please refer to the section “acquisition of the laFUMa Group in the reporting period 2013”. Property, plant and equipment of CHF 2’929 (2013: CHF 3’144) has been pledged (refer to note 26). 33 Consolidated financial statements 2014 CalIda Group accumulated amortisation and impairment 1 January 2013 amortisation disposals Exchange rate differences 31 december 2013 amortisation disposals Exchange rate differences 31 december 2014 Net carrying amount as at 31 december 2014 Net carrying amount as at 31 december 2013 1) 2) total Other intangible assets Key money in CHF 1’000 Software Customer lists historical costs 1 January 2013 additions Changes in scope of consolidation (restated) 1) disposals Exchange rate differences 31 december 2013 (restated) 1) additions Change in non-controlling interests 2) disposals Exchange rate differences 31 december 2014 Goodwill 6. intangible assets Brands, licences and patents Notes to the consolidated financial statements 21’585 – 17’305 81 4’515 – 10’994 564 18’794 871 1’053 – 74’246 1’516 24’580 – 324 46’489 – –4’252 – –993 41’244 23’334 – 260 40’980 21 – –28 –769 40’204 449 – 68 5’032 – – – –94 4’938 1’912 –2’905 8 10’573 1’096 – –231 –198 11’240 5’530 –38 242 25’399 1’306 – – –288 26’417 149 –466 9 745 703 – –5 –33 1’410 55’954 –3’409 911 129’218 3’126 –4’252 –264 –2’375 125’453 21’585 – – 319 21’904 – – –387 21’517 13’442 7 – 208 13’657 32 –28 –313 13’348 3’971 222 – 59 4’252 308 – –82 4’478 8’995 934 –2’905 3 7’027 2’589 – –155 9’461 1’906 308 –6 18 2’226 201 – –43 2’384 845 – –466 6 385 118 –16 –8 479 50’744 1’471 –3’377 613 49’451 3’248 –44 –988 51’667 19’727 26’856 460 1’779 24’033 931 73’786 24’585 27’323 780 3’546 23’173 360 79’767 during the reporting period adjustments were made to the provisional purchase price allocation of laFUMa Group. For further detail, please refer to the section “acquisition of the laFUMa Group in the reporting period 2013”. adjustment based on the expiration of the mandatory takeover bid (refer to the section “acquisition of the laFUMa Group in the reporting period 2013”). 34 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 Brands The CalIda Group own several brands with indefinite useful lives based on their high degree of recognition and long tradition as well as the marketing strategies aimed at maintaining the position of the brands. These brands are tested for impairment annually at the level of the cash generating units (CGU), which is the respective operating segment. The main brands are MIllET (CHF 10.2m), laFUMa Mobilier (CHF 8.9m) and aUBadE (CHF 3.8m; 2013: CHF 3.9m). The pretax discount rates are 13.7%/13.7%/11.4% (aUBadE 2013: 13.5%). The average growth rates for the planning periods are 3.3%/4.0%/4.2% (aUBadE 2013: 5.2%). Key money Key money for retail space for aUBadE, CalIda, laFUMa Outdoor and OXBOW is recognised as an asset with an indefinite useful life at a carrying amount of CHF 22’556 (2013: CHF 20’497). The recoverable value is determined per store based on a value-in-use calculation which uses cash flow forecasts based on individual business plans per store and assumes that sales will grow at a rate of 2.0% (2013: 1.0%) after the planning period. a pre-tax discount rate of 11.4% – 18.6% (2013: 13.5%) is applied. Goodwill as at 31 december 2014, goodwill of CHF 19’727 is recognised for the acquisition of a 59.9% interest in the laFUMa Group. In connection with restructuring the laFUMa Group in the reporting period, the goodwill was allocated at the level of the operating segments of the MIllET Mountain Group (CHF 11’918) and FURNITURE division (CHF 7’809), which simultaneously represent the cash-generating units (CGU). The recoverable amount of a CGU is derived from the value-in-use calculation. For these calculations, the estimated free cash flows are used based on the business plans. The planning period is five years. For the MIllET Mountain Group/FURNITURE division an average sales growth rate of 3.3%/4.0% and a pre-tax discount rate of 13.7%/13.7% is considered. The pre-tax discount rate applied reflects the specific risks for the operating segments. Cash flows beyond the planning period are projected with a growth rate of 2.0%, which does not exceed the long-term growth rate of the respective market, in which the CGU is active. The recoverable amount exceeds the carrying amounts recorded. Even if the basis data were to change significantly, e.g. zero-growth beyond the planning period, no impairment of goodwill would result. 7. financial assets 2014 2013 derivative financial instruments loans to third parties total current financial assets 1’944 13 1’957 – 7 7 loans to third parties Impairment Total non-current financial assets, net 6’193 – 6’193 6’092 –54 6’038 loans to third parties mainly relate to security deposits paid for rental agreements. The terms of the loans match the terms of the respective rental agreement. In the reporting period impairments of CHF 54 were reversed. There were no impairment losses or reversals of impairment in the prior year. 35 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 8. financial liabilities Net liquidity – the difference between interest-bearing debt and cash and cash equivalents – decreased in the reporting period from CHF 34.7 million to CHF 31.2 million. Financial liabilities break down as follows: Current financial liabilities to banks loans for laFUMa shareholders Bonds current financial liabilities 2014 10’732 – – 10’732 2013 9’081 9’329 4’904 23’314 Non-current financial liabilities to banks Non-current financial liabilities 21’318 21’318 17’154 17’154 total financial liabilities 32’050 40’468 In another step following the mandatory takeover bid, laFUMa carried out a second capital increase of CHF 12’307, granting subscription rights at an issue price of EUR 9 per share. The existing loans to laFUMa shareholders were partly charged against the capital increase (CHF 3’592) or partly repaid (CHF 5’595). Together with early repayment of the outstanding bond and the syndicated loan of the laFUMa Group, current financial liabilities were thereby reduced. Financing the takeover bid and the share of CalIda Holding aG in this second capital increase resulted in an increase of non-current financial liabilities. The CalIda Group disposed of the following syndicated loan facility as at the reporting date 31 december: debtor: CalIda Holding/ Currency Interest rate Term CalIda Finance aG/CalIda aG acquisition loan EUR lIBOR + margin 1) 2013 –2018 Revolving credit facility EUR / CHF lIBOR + margin 1) 2013 –2018 total syndicated loan 1) 2014 loan Of which volume drawn 28’870 28’870 40’058 – 68’928 28’870 2013 loan Of which volume drawn 52’714 17’154 40’518 – 93’232 17’154 depending on leverage. The acquisition loan within the syndicated loan facility was used to finance the mandatory takeover bid and subsequent second capital increase at laFUMa, which was paid up in mid-February 2014. The revolving credit facility safeguards CalIda’s long-term financing and was unused as at the reporting date. Besides other terms and conditions, the facility contains financial covenants relating to leverage (expressed as the ratio of net debt to EBITda) and the equity ratio (equity as a percentage of total assets). There are other conditions typical for syndicated loan agreements. all covenants and other conditions were met as at the reporting date of the current and the prior year. 9. trade accounts payable Trade accounts payable total 36 2014 2013 36’169 36’169 34’518 34’518 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 Trade accounts payable break down by currency as follow as at reporting date: CHF EUR Other total 2014 3’351 26’873 5’945 36’169 2013 1’150 26’568 6’800 34’518 2014 2013 19’848 423 – 11’032 31’303 20’270 486 713 12’139 33’608 2014 2013 7’823 5’904 1’859 15’586 7’493 4’674 5’987 18’154 Trade accounts payable do not bear interest and are usually payable within 30 to 60 days. 10. other current liabilities liabilities to government authorities liabilities to commercial agents derivative financial instruments Other liabilities total as at 1 January 2014 (restated) additions Utilisation Reversal Exchange rate differences 31 december 2014 litigation Personnel provisions Restructuring 12. current and non-current provisions Transfer fees Invoices not yet received accrued personnel expenses Other accrued expenses and deferred income total total 11. accrued expenses and deferred income Other provisions Other current liabilities do not bear interest and have an average payment term of three months. 1’516 – – –64 –9 1’443 14’160 1’391 –10’529 –759 –171 4’092 4’546 689 –1’571 – –48 3’616 3’101 1’178 –914 –613 –58 2’694 4’590 4’002 –1’371 –185 –105 6’931 27’913 7’260 –14’385 –1’621 –391 18’776 Current provisions 2014 Non-current provisions 2014 Provisions 2014 321 1’122 1’443 4’092 – 4’092 – 3’616 3’616 2’694 – 2’694 5’282 1’649 6’931 12’389 6’387 18’776 Current provisions 2013 Non-current provisions 2013 Provisions 2013 342 1’174 1’516 14’160 – 14’160 147 4’399 4’546 3’101 – 3’101 3’055 1’535 4’590 20’805 7’108 27’913 1) 1) during the reporting period adjustments were made to the provisional purchase price allocation of laFUMa Group. For further details, please refer to the section “acquisition of the laFUMa Group in the reporting period 2013”. 37 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 transfer fees Provisions are recognised for any guaranteed transfer fees to commercial agents upon cancellation of contracts. The amount is determined based on the likelihood of occurrence and expected timing and recognised as an addition to sales provisions. Transfer fees are determined based on the sales generated by the respective commercial agent. an outflow of resources for the non-current portion is expected within the next ten years. Restructuring Provisions recognised for two redundancy plans related to restructuring of the laFUMa Group in 2013 cover the expected cost of reducing the headcount in anneyron and Bordeaux as well as transferring jobs from anneyron to annecy-le-Vieux and closing the Paris location. Implementation of the plans started in September 2013 and is well advanced. In the reporting period payments in the amount of CHF 10.5m were made. The remaining cash outflows are expected during the next 12 months. Personnel provisions Personnel provisions relate to provisions for a long-term employee profit-sharing plan required under French law (“Participation des salariés”) and the CEO participation plan. The “Participation des salariés” plan is determined using a legally prescribed formula based on the local entity’s profit in the commercial accounts, reduced by a pre-defined equity discount. The provision for the CEO participation plan contains the potential future claims arising from this plan. an outflow of resources for the non-current portion is expected after one to four years. litigation The provision for litigation covers risks and legal costs incurred in connection with various pending legal disputes, including those concerning redundancies as well as commercial matters. an outflow of funds is expected within 12 months. other provisions Other provisions cover various risks to which the Group is exposed in the course of its ordinary business activities. The provisions are generally utilised within one to three years. 13. income taxes deferred tax assets and liabilities relate to the following items of the statement of financial position: Receivables Inventories Property, plant and equipment Intangible assets Other assets Provisions defined benefit obligation Other liabilities Tax losses carried forward total deferred tax assets/(liabilities) Netting total deferred tax assets/(liabilities) as disclosed 1) deferred tax assets 2014 2013 (restated) 1) 6 574 3’417 1’164 1’714 1’451 76 1 717 405 1’291 1’218 1’079 – 715 1’755 601 – 9’616 6’568 –2’768 6’848 –3’157 3’411 deferred tax liabilities 2014 2013 (restated) 1) –611 –111 –1’591 –951 –155 –318 –7’751 –9’686 –282 – –722 – –235 –40 –455 –2 – – –11’802 –11’108 2’768 –9034 3’157 –7’951 during the reporting period adjustments were made to the provisional purchase price allocation of laFUMa Group. For further details, please refer to the section “acquisition of the laFUMa Group in the reporting period 2013”. 38 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 Unrecognised tax loss carryforwards Unrecognised tax loss carryforwards lapse: in 1 year in 2 to 5 years in more than 5 years do not lapse total unrecognised tax loss carryforwards 2014 2013 79 700 1’812 71’715 74’306 – 469 4’916 59’330 64’715 Tax loss carryforwards are only recognised to the extent that it is probable that future taxable profits will be available against which they can be utilised. tax expense recorded in the income statement Current income taxes deferred income taxes total tax expense recorded in the income statement tax effect recorded in other comprehensive income deferred income taxes from remeasurements of defined benefit obligation tax effect recorded directly in equity Current income taxes from share-based payments deferred income taxes from sahre-based payments total tax effect recorded directly in equity 2014 2013 –5’610 1’319 –4’291 –3’332 422 –2’910 996 –119 49 –202 –153 –25 210 185 tax expense analysis The Group operates in various countries with differing tax laws and tax rates. as a result, the expected and actual tax expense each year depends on the specific country to which profits or losses can be attributed. The change in the expected tax rate (2014: 22.8%; 2013: 23.4%) mainly relates to the change in the mix of pre-tax results returned by the individual countries. The analysis below shows the main factors explaining differences between the expected and actual tax expense (calculated using the weighted average tax rates based on the pre-tax profit or loss of each Group company): Earnings before taxes Tax expense based on expected tax rate 2014 27’923 –6’366 Effect of changes in the tax rates Non-deductible expenses and/or non-taxable income Unrecognised tax losses in the current period Utilisation of unrecognised tax loss carryforwards Other effects actual tax expense recorded in the income statement 65 2’276 –1’361 1’351 –256 –4’291 1) in % 22.8 2013 13’503 –3’160 15.4 101 –2’454 –661 3’775 –511 –2’910 1) in % 23.4 21.6 Mainly related to non-taxable income from investments. 39 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 14. shareholders’ equity - Group dividend from capital contribution reserve The General Meeting of 13 May 2014 approved a dividend of CHF 0.80 per registered share to be paid from the capital contribution reserve. The dividend of CHF 6’417 was paid out after 20 May 2014, leading to a CHF 4’537 reduction in the capital contribution reserve including premiums of CHF 1’880 contributed from capital increases (see “Financial statements of CalIda Holding aG”). Following the distribution, the capital contribution reserves of CalIda Holding aG amount to CHF 9’655. The share capital of CalIda Holding aG breaks down as follows: 8’053’437 registered shares wirh a par value of CHF 2.10 each (2013: 7’995’380 registered shares with a par value of CHF 2.10 each (issued an fully paid up)) 2014 2013 16’912 16’790 authorised capital The authorised capital can be used for acquisitions of companies, parts of companies or shareholdings by way of share swap, for financing or refinancing acquisitions of companies, parts of companies, new investment undertakings and private placement of shares. at the General Meeting held on 3 april 2013 the Board of directors was authorised until 3 april 2015 to increase the share capital by a maximum of CHF 6’300 through the issue of no more than 3’000’000 fully paid-up registered shares with a par value of CHF 2.10 each. The Board is entitled to restrict or exclude the subscription rights of shareholders and to allocate them to third parties. authorised capital of CHF 6’300 (2013: CHF 6’300) was available as at 31 december 2014, equivalent to 3’000’000 registered shares (2013: 3’000’000 registered shares) with a par value of CHF 2.10 each. conditional capital The General Meeting held on 13 May 2014 authorised an increase of the existing conditional capital by CHF 630. The increase will place place under exclusion of shareholders’ subscription rights by issuing a maximum of 300’000 shares to be fully paid up at a par value of CHF 2.10 each. In the reporting period, a conditional capital increase of CHF 122 (2013: CHF 105) or 58’057 registered shares (2013: 50’000 registered shares) was carried out at an average issue price of CHF 23.52 per share (2013: CHF 12.01). The premium, representing the excess over par value after deduction of transaction costs, was allocated to the capital reserves (2014: CHF 1’219; 2013: CHF 480). Conditional capital of CHF 644 (2013: CHF 136) was available as at 31 december 2014, equivalent to 306’563 registered shares (2013: 64’620 registered shares) with a par value of CHF 2.10 each. treasury shares No treasury shares were sold or purchased in the reporting period (2013: no sales or purchases). 15. Non-controlling interests The Group company laFUMa Sa in annecy (F), and its subsidiaries (laFUMa Group), which are controlled by the CalIda Group and operate internationally, have significant non-controlling interests. The following table provides a breakdown: 40 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements Non-controlling interests 1/2) Share at the net income Share at the shareholders’ equity 1) 2) in CHF 1’000 2014 40.1% 1’633 34’092 2013 27.5% –270 18’735 Voting rights equal capital share. as at 31 december 2013, the disclosed share of non-controlling interests relates to laFUMa shareholders that agreed in advance of the mandatory takeover bid not to offer their shares to CalIda. Please refer also to the section “acquisition of the laFUMa Group in the reporting period 2013”. Condensed financial information of the laFUMa Group, including goodwill and fair values of the identified assets and liabilities but before elimination of intercompany transactions: 2014 2013 statement of financial position assets liabilities 189’338 84’067 208’630 108’712 Net assets 105’271 99’918 income statement Net sales Net income/(loss) 209’141 2’758 3’637 –510 cash flow statement Cash flow from opreating activities Change in cash and cash equivalents –10’552 –20’269 – – 16. significant shareholders The following shareholders reported that they held more than 5% (directly and/or indirectly) of CalIda Holding aG’s share capital recorded in the commercial register as at the reporting date. Shareholder group of Kellenberger family members Micalux S.a., luxemburg 1) M.I.3 S.a., luxemburg 1) Vontobel Fonds Services aG 2) Shareholder group of Fondation Ethos, Pictet Funds Sa and Vontobel Fonds Services aG 1) 2) 2014 34.7% 16.4% 0.0% 6.4% 2013 34.7% 0.0% 10.1% 6.8% 5.0% 5.1% In the reporting period M.I.3 S.a. transferred all its shares held in CalIda Holding aG to Micalux S.a. Includes 397’500 registered shares of the shareholder group of Fondation Ethos, Pictet Funds Sa and Vontobel Fonds Services aG. 17. dividend distribution The Board of directors will submit a proposal to the General Meeting of CalIda Holding aG on 12 May 2015 to issue a dividend for the reporting period 2014 of CHF 0.80 per registered share from the capital contribution reserve (2013: CHF 0.80). 18. segment reporting as chief operating decision maker, the CalIda Group Executive Management determines the business activities and monitors internal reporting to assess performance and make decisions about resources to be allocated. Following the integration of the laFUMa Group, the CalIda Group has five reporting segments (2013: three) which are organised and managed independently of each other in accordance with their market alignment. The prior-year figures have been restated accordingly. 41 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 calida division The traditional Swiss brand CalIda stands for wellbeing, quality and authenticity. Made from natural materials, the high-quality underwear and nightwear for women, men and children is durable and comfortable and has been meeting customers’ needs since 1941. CalIda is headquartered in Sursee (Switzerland) and is one of the leading underwear brands in Europe with its main markets in Switzerland and Germany. aUBade division aUBadE has been a leading luxury lingerie brand ever since its launch in 1958. Every creation is a blend of innovative styling and glamorous creativity. The perfect finish is part of aUBadE’s “savoir-vivre” – as is the art of seduction. Enjoying cult status in France, the “leçons de séduction” campaign has generated awareness of the brand worldwide. aUBadE is headquartered in Paris (France). millet mountain Group The MIllET Mountain Group segment has its headquarters in annecy (France) and combines the brands MIllET, EIdER and laFUMa Outdoor. For over 60 years, MIllET has been a popular choice with mountain sports enthusiasts who are energised by alpine beauty. as a pioneer in innovative and functional products, MIllET offers a complete range of mountaineering, climbing and walking gear for trekking tours, skiing and speed hiking. at the heart of French alps, EIdER has been working tirelessly since 1962 to create innovative clothing for mountain sports. EIdER products for ambitious sport enthusiasts and lovers of the great outdoors combine high-quality materials with functionality and modern elegance. The company cooperates closely with professional adventurers to ensure that its products meet the very highest standards. laFUMa Outdoor specialises in clothing and equipment for active explorers, offering innovative technologies, protection and comfort for hiking, travel and trekking. fURNitURe division as an expert in outdoor gear, laFUMa Mobilier has been developing stylish, functional equipment for camping, gardening and leisure since 1954. Customers appreciate the unique collections, which marry practical elegance with ingenious design and are developed with sustainability and environmental aspects in mind. The segment’s headquarters are in anneyron (France). oXBoW division OXBOW, the pioneering French surfboard brand headquartered in Bordeaux (France), was founded by two passionate surfers in 1985. a premium surfing brand, OXBOW offers a comprehensive collection of high-quality, comfy clothing for sport and leisure. The focus on uncompromising comfort and quality is backed up by unique expertise in cut and materials. other activities Beside corporate functions the other activities also contain a few smaller companies of the laFUMa Group which are not allocated to an operative segment. operating reporting The CalIda Group monitors segment performance at the level of the operating profit contribution, which shows – in the presentation according to the nature of expense method – the operating profit contribution of each segment after deduction of costs of goods sold and allocated sales and marketing costs (e.g. costs of the sales organisation, rents for sales areas). The non-allocated operating costs mainly contain costs for product development, logistics, IT, administration and management. The CalIda Group’s internal reporting is based on International Financial Reporting Standards (IFRS). 42 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements 2014 Net sales Operating profit contribution Non-allocated operating costs Operating result Financial result, net Earnings before tax amortisation and depreciation thereof impairment Investments calida division aUBade division 137’753 39’193 65’536 18’077 –4’994 – 4’592 –3’175 – 3’105 calida division 2013 (restated) Net sales Operating profit contribution Non-allocated operating costs Operating profit Financial result, net Share of losses of an associate Earnings before tax amortisation and depreciation thereof impairment Investments 138’718 38’977 –4’496 – 3’616 in CHF 1’000 millet fURNitURe mountain division Group 130’371 39’625 30’012 12’323 –3’883 – 2’551 –944 – 724 oXBoW division other activities calida Group 36’141 7’952 2’955 219 412’381 107’776 –80’571 27’205 718 27’923 –416 – 628 – – 330 –13’412 – 11’929 aUBade division millet fURNitURe oXBoW other calida mountain division division activities Group Group 67’669 2’751 325 561 –3’637 206’387 19’256 –386 –45 –79 – 57’723 –36’699 21’024 927 –8’448 13’503 –3’463 – 2’456 – – – – – – – – – – – – –7’959 – 6’072 Geographical reporting Net sales France Germany Switzerland Other Europe asia USa Other markets total 2014 167’287 70’024 62’342 73’217 28’483 6’728 4’300 412’381 2013 45’593 59’282 65’709 28’854 2’148 2’745 2’056 206’387 Net sales are broken down by region according to the customer’s location. 43 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements Property, plant and equipment and intangible assets France Switzerland Hungary Germany Other markets total 1) in CHF 1’000 2014 79’639 8’962 4’342 2’866 3’359 99’168 2013 (restated) 1) 85’925 8’918 4’390 3’395 5’039 107’667 during the reporting period adjustments were made to the provisional purchase price allocation of laFUMa Group. For further details, please refer to the section “acquisition of the laFUMa Group in the reporting period 2013”. Property, plant and equipment and intangible assets are broken down by geographical location. Other markets are mainly the rest of Europe, asia and the USa. 19. Pension plans and personnel expenses Personnel expenses of the CalIda Group break down as follows: Wages and salaries Social security expenses Expenses for defined benefit plans Expenses for defined contribution plans Share-based payments Other personnel expenses total 2014 85’888 22’332 921 1’023 372 9’138 119’674 2013 50’280 10’180 1’006 946 280 2’947 65’639 Pension plans in Switzerland and some in France qualify as defined benefit plans under IaS 19. all other plans are defined contribution plans. switzerland Pension plans are governed by the Federal act on Occupational Retirement, Survivors and disability Pension Plans (BVG/lPP) which requires pension plans to be managed by a separate and legally independent entity. The governing body of the pension plan (Employee Benefit Committee) is responsible for general management, drafting the pension fund regulations, defining the investment strategy and determining how the benefits will be funded. The Employee Benefit Committee comprises employee and employer representatives. The beneficiaries of the plan are insured against the economic consequences of old age, disability and death. Benefits paid to the beneficiaries are governed by the pension fund regulations but minimum benefits are also prescribed by the law (BVG/lPP). The benefits paid are based on the retirement savings capital of the insured person, which is accrued through annual contributions and interest. annual contributions are made by the employer and the employee and depend on the insured salary and the age of the plan participant. Upon retirement, plan participants can choose between receiving a life time annuity or a lump sum payment of savings capital. The major risks of relevance for the pension fund are the investment risk, interest rate risk, invalidity risk and risk of longevity. The pension fund of the Swiss Group companies has taken out reinsurance to cover these risks. The policy is limited to a fixed term, with the first possible termination date for both parties at the end of 2016. 44 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 france Employees in France receive a lump sum retirement indemnity (“indemnité de fin de carrière”, IFC). The amount due is based on the number of years of service at the company, the salary and the rank of the retiree. Entitlement lapses if the employee leaves the company before retirement. The plan for aUBadE is funded, while the laFUMa plan is not. The net defined benefit obligation of all defined benefit plans is presented below: 2014 2013 –64’226 54’928 –9’298 –54’267 53’498 –769 366 –9’664 658 –1’427 –769 –965 –8’611 1’035 – 12 –9’298 –347 –999 991 1’013 –1’427 – –769 as at 1 January Service cost Past service cost Interest expense Employee contributions Benefit payments actuarial (gains)/loss Change in scope of consolidation Exchange rate differences as at 31 december 54’267 1’045 –124 1’263 988 –1’811 8’629 – –31 64’226 52’716 1’006 – 1’054 962 –1’816 –1’082 1’427 – 54’267 of which relating to Switzerland: Present value of the dBO active employees Pensioners average duration in years 61’546 62% 38% 16.4 52’379 59% 41% 11.2 Breakdown of the net defined benefit liability Present value of the dBO Fair value of plan assets Net defined benefit asset/(liability) of which recorded in other non-current assets of which recorded in other non-current liabilities The net defined benefit liability developed as follows: as at 1 January Cost of defined benefit plans, through profit and loss Remeasurements, in other comprehensive income Employer contributions Change in scope of consolidation Exchange rate differences as at 31 december Present value of the dBo 45 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements fair value of plan assets as at 1 January Interest income at discount rate Employer contributions Employee contributions Benefits paid actuarial gains/(losses) Exchange rate differences as at 31 december in CHF 1’000 2014 2013 53’498 1’219 1’035 988 –1’811 18 –19 54’928 52’600 1’061 1’013 962 –1’816 –322 – 53’498 The CalIda Group recognised expenses for defined benefit plans within the following income statement line items in the reporting period: Service cost in personnel expenses Net interest in financial expenses total 2014 921 44 965 2013 1’006 –7 999 Remeasurements of the net defined benefit liability recorded in other comprehensive income break down as follows: Remeasurement of the net defined benefit liability – Changes in financial assumptions – Experience adjustments Return on plan assets (excluding the interest income discount rate) Change in the effect of asset ceiling total remeasurement of the net defined benefit liability, before tax 2014 2013 –8’798 169 18 0 –8’611 1’622 –540 –322 231 991 The following weighted actuarial assumptions were applied in determining the defined benefit obligation (dBO): discount rate Estimated future salary increases 2014 1.13% 1.38% 2013 2.26% 1.02% In line with the development of the long-term interest rates (by reference to market yields on high quality corporate bonds) the CalIda Group has decreased its discount rate for the actuarial calculations to 1.13%. This adjustment results in a significant increase in the dBO and is recognised as actuarial loss in other comprehensive income. sensitivity a change in these significant actuarial assumptions would have the following (weighted) impact on the dBO: an increase/decrease of 0.5% in the discount rate would lead to a decrease/increase of –7.2%/+8.2% (2013: –5.0%/+5.6%) in the dBO. a decrease/increase of 0.5% in the salary increase would lead to an increase/decrease of +0.4%/–0.4% (2013: +0.3%/–0.3%) in the dBO. The sensitivity analysis was performed separately for each assumption and reflects changes that were reasonably possible at the reporting date. Interdependencies were not taken into account. The actual effects may differ from these estimates. 46 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 The table below provides a breakdown by investment category of the fair value of plan assets from all plans: 2014 10.0% 12.8% 3.7% 73.5% 100.0% Shares Bonds Real estate Receivables from an insurance company (collective foundation) total 2013 9.1% 12.7% 2.9% 75.3% 100.0% Shares and bonds are all securities traded in an active market. The fair market value of real estate relates exclusively to indirect investments in listed securities. The pension funds do not hold any CalIda shares and none of the Group companies have access to assets of the pension funds. The CalIda Group expects to make employer contributions of CHF 1’146 for the fiscal year 2015. 20. share-based payments Call options on registered shares in CalIda Holding aG are granted as part of the performance-related variable compensation for members of the Board of directors, Executive Management and certain executive employees. Each option is associated with the right to call one share. The options are american style. The fair value of the options is recorded in personnel expenses over the individual vesting periods. 31 december 2014 Number of options 3’143 18’000 Term 01.03.2011–31.03.2016 01.03.2011–31.03.2017 Exercise in CHF 25.18 25.18 Settlement date vested 01.04.2015 8’000 7’400 14’000 01.03.2012–31.03.2017 01.03.2012–31.03.2017 01.03.2012–31.03.2018 28.05 28.05 28.05 vested 01.04.2015 01.04.2016 4’000 8’600 8’800 14’000 01.04.2013–31.03.2018 01.04.2013–31.03.2018 01.04.2013–31.03.2018 01.04.2013–31.03.2019 26.65 26.65 26.65 26.65 vested 01.04.2015 01.04.2016 01.04.2017 14’600 14’600 14’800 24’000 153’943 01.04.2014–31.03.2019 01.04.2014–31.03.2019 01.04.2014–31.03.2019 01.04.2014–31.03.2020 total 30.75 30.75 30.75 30.75 01.04.2015 01.04.2016 01.04.2017 01.04.2018 The CalIda Group recorded personnel expenses of CHF 372 in connection with stock option plans in 2014 (2013: CHF 280). In the previous period, allocations from 2012 and earlier periods were extended by one month to 31 March of the relevant term. The effect of remeasurement was not material. 47 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 The table below presents the number of options, the weighted average exercise price and changes during the reporting period. Outstandings as at 1 January Granted in the reporting period lapsed in the reporting period Exercised in the reporting period outstanding at 31 december Vested at 31 december 1) 2014 Number of options Ø exercise price 144’000 25.46 68’000 30.75 – – –58’057 23.52 153’943 28.53 15’143 27.08 1) 2013 Number of options Ø exercise price 164’000 27.23 40’000 26.65 –10’000 28.22 –50’000 12.01 144’000 25.46 34’900 26.07 1) The weighted average share price on the exercise date of options was CHF 34.82 (2013: 26.85). The exercise price of options outstanding as at the end of the reporting period was between CHF 25.18 and CHF 30.75 (2013: CHF 16.36 and CHF 28.22), while the average term to maturity was 3.68 years (2013: 3.12 years). Options granted in the reporting period had an average weighted fair value of CHF 7.47 (2013: CHF 7.34). The fair value of allocated options was determined on the grant date using the binomial model, taking into account the terms and conditions of the option plans. The table below shows the weighted average measurement parameters for the reporting period: Share price in CHF Exercise price in CHF Expected volatility in % Expected lifetime in years Risk interest in % Expected dividend in CHF 2014 33.55 30.75 28.3% 5.35 0.3% 0.80 2013 27.10 26.65 31.3% 5.35 0.5% 0.80 The expected volatility is determined based on past price trends for the CalIda share. The swap rate for the relevant term of the option on the grant date is considered as the risk-free interest rate. Management’s best estimate of the expected life of the options based on past experience is used for the model. For options granted, it is assumed that these are held over the entire term. No other characteristics of the options granted are incorporated in the fair value measurement. 21. other operating expenses Sales and marketing expenses Rental expenses General administrative expenses Other expenses total 22. depreciation and amortisation depreciation of property, plant and equipment amortisation of intangible assets total 48 2014 2013 –23’825 –26’252 –19’475 –22’425 –91’977 –17’884 –11’878 –10’200 –11’155 –51’117 2014 2013 –10’164 –3’248 –13’412 –6’488 –1’471 –7’959 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 23. financial result, net 2014 2013 – – 117 117 7 37 136 180 –44 –873 –319 –1’236 1’837 1’837 – –147 –77 –224 971 971 718 927 2014 2013 21’999 10’863 8’053’437 –31’483 8’021’954 7’995’380 –14’508 7’980’872 2.74 2.74 1.36 1.36 Net interest on defined benefit plans Interest income from an associate Interest income from financial assets total financial income Net interest on defined benefit plans Interest expense from financial liabilities Bank fees and other financial expenses total financial expenses Net gains on exchange differences total exchange differences total 24. earnings per registered share Net income, attributable to the shareholders of CalIda Holding aG Numbe of shares as at reporting date less weight average capital increase average number of shares outstanding earnings per registered share in chf diluted earnings per registered share in chf The dilutive effects were calculated based on the average number of outstanding call options and the average share price. The outstanding options with an exercise price below the average share price (determined at daily closing price) are taken into account in determining dilutive effects. The average number of potential registered shares included in the calculation was CHF 15’458 (2013: 7’019). 25. lease obligations There are minimum lease payments from fixed-term leases as follows (not including options to extend): due in up to 1 year 2 to 5 years more than 5 years total 2014 20’126 46’659 18’528 85’313 2013 23’751 51’314 20’653 95’718 The leases mainly relate to rent obligations for retail stores and vehicles. They generally have a term to maturity of up to 9 years, although most agreements include an option to extend. 49 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements 26. Pledged assets Pledged land and buildings at carrying amounts liens on property Current financial liabilities to banks secured by real estate Non-current financial liabilities to banks secured by real estate Pledged bank balances Pledged brands Non-current financial liabilities to banks secured by brands in CHF 1’000 2014 2013 2’929 27’000 7’217 21’652 3’144 27’000 – 17’154 4’734 6’638 – – 23’334 2’945 In connection with the new syndicated loan facility, the Group pledged real estate of CalIda aG with a carrying amount of CHF 2’929 (2013: CHF 3’144) and the shares in laFUMa Sa. 27. transactions with related parties Business relationships exist between CalIda Holding aG and its subsidiaries as well as members of the Board of directors and Executive Management. Other related parties are significant shareholders, companies controlled by members of the Board of directors and the pension funds. all business transactions with related parties are carried out at arm’s length. Group companies an overview of consolidated subsidiaries is provided in the section “Scope of consolidation”. Transactions between CalIda Holding aG and its subsidiaries as well as between subsidiaries of the Group were eliminated in the consolidated financial statements. members of the Board of directors and executive management Short-term benefits long-term benefits Post-emplyment benfits Share-based payments total 2014 4’830 451 247 283 5’811 2013 3’326 482 875 220 4’903 Remuneration (incl. social security contributions of CHF 717) is disclosed as short-term benefits (2013: net remuneration). longterm benefits relate to changes in the CEO participation plan. Post-employment benefits refer to pension plans (2013: incl. social security contributions of CHF 523). The amounts shown for share-based payments reflect the expenses recorded in the reporting period from options allocated in the years 2010 to 2014 (2013: 2009 to 2013); refer to note 20. For further disclosures according to art. 13 et seq. Ordinance against Excessive Compensation at listed Joint-Stock Companies (OaEC), please refer to the remuneration report of CalIda Holding aG. The CalIda Group draws on the legal advisory services of several law firms, including Meyerlustenberger lachenal, Zurich, in which dr Thomas lustenberger, Chairman of the Board of directors of CalIda Holding aG, is a partner. Meyerlustenberger lachenal rendered services costing CHF 222 (2013: CHF 136) in the reporting period. Of this, CHF 16 (2013: CHF 103) was outstanding as at 31 december 2014. In connection with the acquisition of the laFUMa Group, the CalIda Group purchased 22’000 laFUMa shares from Felix Sulzberger, director and CEO, as at 14 January 2014. The purchase price of EUR 14 per share corresponds to the price offered to other shareholders during the mandatory takeover bid from 27 december 2013 to 13 January 2014. 50 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 significant shareholders The reported receivables from third parties of CHF 20 (2013: CHF 29) as at 31 december 2014 relate to a company controlled by a significant shareholder; sales of CHF 415 (2013: CHF 465) were generated with this company in the reporting period. The outstanding amounts are unsecured and will be settled in cash. No guarantees have been received or issued. 28. financial risk management The CalIda Group is exposed to interest rate, currency, credit and liquidity risks in the course of its business operations. limits have been set for the individual risk categories. These are monitored continuously for compliance and adjusted overall to the risk capacity of the Group. financial instruments Financial assets are allocated to the following categories: Cash and cash equvalents Trade accounts receivable loans (current and non-current) Other financial assets 1) total – at amortised cost at fair value through profit and loss (derivate financial instruments – level 2) total 1) 2014 63’224 47’543 6’206 2’231 119’204 1’944 121’148 2013 75’157 46’974 6’045 4’365 132’541 – 132’541 2014 32’050 36’169 7’823 11’455 87’497 – 87’497 2013 40’468 34’518 7’493 12’625 95’104 713 95’817 Component of other current receivables (note 3). Financial liabilities are allocated to the following categories: Financial liabilities (current and non-current) Trade account payable accrued liabilities and deferred income 1) Other current liabilities 2) total - at amortised cost at fair value through profit and loss (derviative financial instruments – level 2) total 1) 2) Not including accrued personnel expenses and other accruals of CHF 7’763 (2013: CHF 10’661). Not including liabilities to government authorities of CHF 19’848 (2013: CHF 20’270). due to being short term, the carrying amounts of the current financial assets and liabilities are generally equal to their market value (non-discounted amounts). due to having floating interest rates, the carrying amounts of the non-current financial liabilities are generally equal to their market value. credit risks Current bank balances and time deposits are held exclusively with banks that enjoy an excellent credit rating. The risk of default is mitigated by maintaining business relationships with a number of banks and other financial institutions and by monitoring the credit risk continuously. Trade accounts receivable are subject to active risk management. doubtful accounts are assessed for impairment individually. Indications of possible impairment include significant financial difficulty or insolvency of the customer as well as situations where financial restructuring is probable or the customer has already defaulted. due to the varied customer structure, there are no 51 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 generally applicable credit limits across the Group. However, customers’ creditworthiness is tested systematically, taking into account the financial situation, past experience and/or other factors. The likelihood of risk concentrations in this area is limited by the fact that the Group’s customer base is broad, geographically diversified and spread across five divisions. The CalIda Group does not hold any specific collateral for trade accounts receivable as at year-end 2014 (2013: none). Management does not expect any material losses from receivables in excess of the allowances recognised. The maximum risk of default is the total carrying amount of the receivables and financial loans set out above. Notes 2 and 7 contain disclosures on maturities of receivables and financial assets. liquidity risks The CalIda Group monitors the liquidity risk through a liquidity management system designed to ensure that sufficient highly liquid reserves are available to meet liquidity requirements at any time. This includes financing options from an appropriate amount of confirmed credit lines with various financial institutions. Rolling liquidity plans are prepared and regularly updated based on projected cash flows. Syndicated loan facility The acquisition loan within the syndicated loan facility was used to finance the mandatory takeover bid and subsequent second capital increase at laFUMa, which was paid up in mid-February 2014. The revolving credit facility safeguards CalIda’s long-term financing and was unused as at the reporting date. The liquidity situation breaks down as follows as at the reporting date: Cash and cash equivalents Confirmed credit lines 1) Credit lines used total 1) as at the reporting date 31 december 2014, there was no factoring line (2013: CHF 22’006). 52 2014 63’224 87’634 –32’675 118’183 2013 75’157 131’396 –35’468 171’085 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 The table below provides a maturity analysis of cash flows from financial liabilities as at the reporting date based on the contractually agreed terms to maturity. 31 december 2014 Financial liabilities Trade accounts payable derivative financial instruments Cash inflows Cash outflows Net Other current liabilities 1) accrued liabilities and deferred income 2) carrying amount 32’050 36’169 contractual payments 33’313 36’169 <1 year 11’292 36’169 1–5 years 22’021 – –1’944 11’455 7’823 –29’000 27’186 –1’814 11’455 7’823 –29’000 27’186 –1’814 11’455 7’823 – – – – – 31 december 2013 Financial liabilities Trade accounts payable Other current liabilities 1) derivative financial instruments Cash inflows Cash outflows Net Current liability from mandarory takeover bid for laFUMa accrued liabilites and deferred income 2) 1) 2) 3) 3) 40’468 34’518 12’625 41’981 34’518 12’625 23’314 34’518 12’625 18’667 – – 713 20’324 7’493 –14’871 15’627 756 20’342 7’493 –14’871 15’627 756 20’342 7’493 – – – – – Not including liabilities to government authorities of CHF 19’848 (2013: CHF 20’270). Not including accrued personnel expenses and other accruals of CHF 7’763 (2013: CHF 10’661). Following closure of the mandatory takeover bid in January 2014, the actually liability came to CHF 7.0 million instead of the potential CHF 20.3 million recognised. interest rate risks The Group’s current liabilities to banks and time deposits bear interest at floating rates. The CalIda Group is exposed to fluctuations in market interest rates, which can affect income and shareholders’ equity. Interest-bearing liabilities with floating rates expose the Group to a cash flow risk, while changes in interest rates on fixed-rate liabilities can have a material direct impact on the income statement and shareholders’ equity. The sensitivity analysis below shows the impact of a change in interest rates on earnings before tax, assuming that all other variables remain unchanged: Change in interest rates +/– 20 basis points +/– 15 basis points Currency EUR CHF 2014 +/–27 +/–26 2013 +/–15 +/–18 currency risks due to the CalIda Group’s considerable investment in operations in France, a currency risk (translation risk) is associated with the annual financial statements of the foreign Group companies which are prepared in euro and translated into Swiss francs for the purpose of the consolidated financial statements. 53 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 Currency risks are also incurred at transactional level in connection with sales or operating expenses incurred by Group companies in a currency that is not the functional currency of the operating entity. The currency risk is reduced significantly by offsetting operating income and expenses in EUR. as part of its risk policy, the CalIda Group also has the option to conclude forward exchange contracts or option contracts in order to hedge against the risks associated with exchange rate movements in the residual foreign currency exposure or when concluding specific transactions. To hedge goods purchased in USd, the CalIda Group partially concludes forward exchange contracts and options. Usually, goods purchased for the next summer and winter collections are hedged, and the derivatives mature in the next 12 months. Cash flow hedges (forward exchange contracts) 31 december 2014 31 december 2103 Fair Value / Carrying amount due / Nominal value Positive replacement value Negative replacement value < 1 year 1’944 – 29’000 – –713 14’871 a change in the USd/EUR closing rate of +/–10.0% would lead to a change of CHF +/–3’114 (2013: +/–13) in the derivatives, which would be recorded in other comprehensive income, assuming the hedge was fully effective. If the EUR were to depreciate by 5.0% against the Swiss franc as at 31 december 2014, but all other parameters remained unchanged, earnings before taxes would have increased by CHF 341 (2013: decrease of CHF 48). Vice versa, if it were to appreciate by the same amount, the results would have decreased by the amount of the increase described above. Exchange rate gains/losses as at the balance sheet date on cash and cash equivalents and receivables as well as loans and accounts payable would be largely responsible for the impact. capital management Sufficient liquidity is available for ordinary business operations in the fiscal year 2015 and thereafter based on the cash inflow from operating activities and confirmed credit lines. The Company can also issue securities if required. Capital management at the CalIda Group focuses on safeguarding the Group’s ability to continue as a going concern, generating an appropriate return for shareholders and optimising financial ratios while considering cost of capital. The CalIda Group can adjust the dividend payout, return capital to shareholders or issue new shares to reach these targets. No adjustments or changes were made to the capital management objectives or policies in the reporting periods 2014 or 2013. The CalIda Group uses the equity ratio to monitor the capital structure. The equity ratio expresses shareholders’ equity as a percentage of total capital. Total capital is the amount stated in the Group statement of financial position. It is a long-term goal of the CalIda Group to keep the self-financing ratio above 50%. The equity ratio breaks down as follows as at the reporting dates: Shareholder’s equity Total capital equity ratio 1) 2014 181’765 337’768 53.8% 2013 1) 158’056 343’453 46.0% The liability from the mandatory takeover bid for all laFUMa shares which could potentially have been tendered over the term of the mandatory takeover bid negatively affects shareholders’ equity of the CalIda Group. Reducing the liability to the level of the shares actually tendered would have caused the Group’s equity ratio to increase to 49.2% (refer to note “acquisition of the laFUMa Group in the reporting period 2013”). 54 Consolidated financial statements 2014 CalIda Group Notes to the consolidated financial statements in CHF 1’000 29. Risk assessment The Board of directors has instructed Executive Management to perform a risk assessment, at least annually. The material risks of relevance for the Group are assessed to determine the likelihood of occurrence and impact based on a periodic, systematic risk identification process. appropriate measures are then taken to avoid, mitigate or transfer these risks as necessary. any residual risk is monitored. The Board of directors approved the risk assessment. 30. subsequent events On 15 January 2015, the Swiss National Bank abandoned the minimum exchange rate of CHF 1.20 to the euro. The market response caused the euro to depreciate massively, even slipping below parity at times. The exchange rate subsequently stabilised at a lower level, with one euro worth CHF 1.04 on 31 January 2015. If the CHF/EUR exchange rate had already stood at 1.04 on 31 december 2014 and thus been applicable for translating items at year-end, earnings before tax would have been CHF 899 higher and other equity CHF –18’938 lower. Exchange rate gains/losses on cash and cash equivalents, accounts receivable and payable, and financial loans would have been largely responsible for the impact on the income statement as at the reporting date in this scenario. The change in other capital is attributable to translation differences on the net investment in foreign operations. Furthermore, interest rates on Swiss franc and euro balances fell again in January 2015, leading to a renewed increase in pension obligations. We refer to the corresponding sensitivity analysis in note 19. The consolidated financial statements were approved by the audit & Risk Committee on 6 March 2015 and released for publication by the Board of directors on the same day. The consolidated financial statements are subject to approval by the General Meeting scheduled for 12 May 2015. There were no further events between 31 december 2014 and the date on which these consolidated financial statements were approved by the Board of directors which would have required disclosure here or an adjustment to the figures in these consolidated financial statements. 55 Consolidated financial statements 2014 CalIda Group Report of the statutory auditor to the General Meeting of CalIda Holding aG, Oberkirch as statutory auditor, we have audited the consolidated financial statements of CalIda Holding aG, which comprise the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes (pages 13–55), for the year ended 31 december 2014. Board of directors’ responsibility The Board of directors is responsible for the preparation of these consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss auditing Standards and International Standards on auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. an audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. an audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. opinion In our opinion, the consolidated financial statements for the year ended 31 december 2014 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with IFRS and comply with Swiss law. Report on other legal requirements We confirm that we meet the legal requirements on licensing according to the auditor Oversight act (aOa) and independence (article 728 CO and article 11 aOa) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of directors. We recommend that the consolidated financial statements submitted to you be approved. ernst & Young ltd Christoph Michel licensed audit expert (auditor in charge) Zurich, 6 March 2015 56 Ruth Gwerder licensed audit expert Financial statements 2014 CalIda Holding aG Balance sheet as at 31 december in CHF 1’000 Note 2014 2013 5 8’036 53 9’988 53 84 – 8’173 42 306 10’389 145’777 9’038 154’815 111’138 29’561 140’699 162’988 151’088 7’217 – 2 11 976 455 8’661 – 30 1’858 1’232 3’120 Non-current liabilities to banks loans from Group companies Non-current liabilities 21’652 – 21’652 18’044 9’013 27’057 liabilities 30’313 30’177 16’912 16’790 7’500 9’655 53 98’555 132’675 7’500 14’192 53 82’376 120’911 162’988 151’088 Cash and cash equivalents Treasury shares Other receivables from third parties from Group companies current assets Financial assets Shareholdings loans to Group companies Non-current assets 1 assets Current liabilities to banks Other liabilities to third parties to shareholders to Group companies accrued liabilities and deferred income current liabilities Share capital legal reserves General reserves Capital contribution reserve Reserve for treasury shares Retained earnings shareholders’ equity shaReholdeRs’ eQUitY aNd liaBilities 58 3/4 3/4 Financial statements 2014 CalIda Holding aG Income statement/ Statement of changes in shareholders’ equity Note 2014 2013 18’700 729 – 11 19’440 32’900 1’960 6’358 – 41’218 administrative expenses Financial expenses eXPeNses –1’802 –1’459 –3’261 –1’774 –1’486 –3’260 eaRNiNGs BefoRe taXes 16’179 37’958 – – 16’179 37’958 dividend income Financial income Reversal of impairment loss recorded on shareholding Other operating income iNcome 1 Taxes Capital increase dividend from capital contribution reserve Change in reserve for treasury shares Net income 31 december 2012 Capital increase dividend from capital contribution reserve Net income 31 december 2013 Capital increase dividend from capital contribution reserve Net income 31 december 2014 Reserve for treasury shares 7’500 25’064 98 32’662 38’184 87’479 52 – – – – – – – 644 –6’346 – – – – –45 – 644 –6’346 –45 – – – 45 6’189 696 –6’346 – 6’189 16’685 7’500 19’362 53 26’915 44’418 88’018 105 – – – – – 1’223 –6’393 – – – – 1’223 –6’393 – – – 37’958 1’328 –6’393 37’958 16’790 7’500 14’192 53 21’745 82’376 120’911 122 – – – – – 1’880 –6’417 – – – – 1’880 –6’417 – – – 16’179 2’002 –6’417 16’179 16’912 7’500 9’655 53 17’208 98’555 132’675 Retained earnings 16’633 total legal reserves Capital contribution reserve 1 January 2012 General reserves share capital Net iNcome shareholders’ equity 1 January – 31 december in CHF 1’000 59 Financial statements 2014 CalIda Holding aG Notes to the financial statements Notes to the financial statements The figures in the notes to the financial statements are presented in thousand Swiss francs (CHF k) unless indicated otherwise (information on shares and options are presented in CHF). 1. shareholdings company 1) CalIda aG CalIda CalIda CalIda CalIda CalIda CalIda CalIda austria GmbH Belgium SPRl Finance aG 2) France SaS GmbH Handels GmbH Management aG Registered office Oberkirch / Sursee, Switzerland Vienna, austria Forest, Belgium Sursee, Switzerland Paris, France lörrach, Germany lörrach, Germany Oberkirch, Switzerland activity Sales/logistics Sales Sales Financial services Sales Sales Sales 3) Management services CalIda Netherlands B.V. Rotterdam, Netherlands Sales CalIda Produktionsgesellschaft mbH Rajka, Hungary Production aUBadE Sa Oberkirch, Switzerland Sales aUBadE denmark apS Hellerup, denmark Sales aUBadE Handels GmbH lörrach, Germany Sales SPTF aZUR Sa Sursee, Switzerland Holding annecy-le-Vieux, France Holding/sales laFUMa Sa 4/5) share capital interest in local currency 31. 12. 2014 31. 12. 2013 CHF 10’000’000 100% 100% EUR EUR CHF EUR EUR EUR CHF 100’000 18’550 100’000 16’639’200 102’258 100’000 100’000 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% EUR HUF CHF dKK EUR CHF EUR 18’000 477’300’000 500’000 80’000 100’000 100’000 56’885’352 100% 100% 100% 100% 100% 100% 59.9% 100% 100% 100% 100% 100% 100% 41.3% Only active companies are listed. Name and business activity changed in the fiscal year 2014. 3 Founded in fiscal year 2014. 4) acquired in the fiscal year 2013. 5) as at 31 december 2013 CalIda Holding aG had a direct shareholding in laFUMa Sa of 41.3% and an indirect shareholding of 15.3% via CalIda France SaS. 1) 2) In the reporting period, no impairment losses on shareholdings were reversed to their original value (2013: CHF 6’358). 2. significant shareholders The following shareholders reported that they held more than 5% (directly and/or indirectly) of the share capital of CalIda Holding aG recorded in the commercial register as at the reporting date. Shareholder group of Kellenberger family members Micalux S.a., luxemburg 1) M.I.3 S.a., luxemburg 1) Vontobel Fonds Services aG 2) Shareholder group of Fondation Ethos, Pictet Funds Sa and Vontobel Fonds Services aG 1) 2) 2014 34.7% 16.4% – 6.4% 5.0% In the reporting period M.I.3 S.a. transferred all its shares to Micalux S.a. Includes 397’500 registered shares of the shareholder group of Fondation Ethos, Pictet Funds Sa and Vontobel Fonds Services aG. 60 2013 34.7% – 10.1% 6.8% 5.1% Financial statements 2014 CalIda Holding aG Notes to the financial statements 3. authorised capital The authorised capital can be used for acquisitions of companies, parts of companies or shareholdings by way of share swap, for financing or refinancing acquisitions of companies, parts of companies, new investment undertakings and private placement of shares. at the General Meeting held on 3 april 2013 the Board of directors was authorised until 3 april 2015 to increase the share capital by a maximum of CHF 6’300 through the issue of no more than 3’000’000 fully paid-up registered shares with a par value of CHF 2.10 each. The Board is entitled to restrict or exclude the subscription rights of shareholders and to allocate them to third parties. authorised capital of CHF 6’300 (2013: CHF 6’300) was available as at 31 december 2014, equivalent to 3’000’000 registered shares (2013: 3’000’000 registered shares) with a par value of CHF 2.10 each. 4. conditional capital The General Meeting held on 13 May 2014 authorised an increase of the existing conditional capital by CHF 630. The increase will take place under exclusion of shareholders’ subscription rights by issuing a maximum of 300’000 shares to be fully paid up at a par value of CHF 2.10 each. In the reporting period, a conditional capital increase of CHF 122 (2013: CHF 105) or 58’057 registered shares (2013: 50’000 registered shares) was carried out. a premium of CHF 1’880 (2013: CHF 1’223) from the capital increase was added to the capital contribution reserves. Conditional capital of CHF 644 (2013: CHF 136) was available as at 31 december 2014, equivalent to 306’563 registered shares (2013: 64’620 registered shares) with a par value of CHF 2.10 each. 5. treasury shares No treasury shares were sold or purchased in the reporting period (2013: no sales or purchases). 6. contingent liabilities Guarantee obligations in favour of third parties of up to CHF 68’928 (2013: CHF 93’232) have been issued for Group companies in connection with bank financing as at 31 december 2014. Claims of CHF 28’870 (2013: 17’154) had been made as at the reporting date 31 december 2014. as at 31 december 2014 and unchanged on the prior year, the Company had also issued rent guarantees in favour of third parties for two aUBadE stores in England. 7. Pledged assets as at 31 december 2014, shares in laFUMa Sa of CHF 58’362 (2013: CHF 43’131) were pledged to the bank consortium in connection with financing the takeover of the laFUMa Group. 8. Risk assessment The Board of directors has instructed the Executive Management to perform a risk assessment at least annually. The material risks of relevance for the Company are assessed to determine the likelihood of occurrence and impact based on a periodic, systematic risk identification process. appropriate measures are then taken to avoid, mitigate or transfer these risks as necessary. any residual risk is monitored. The Board of directors approved the risk assessment. 61 Financial statements 2014 CalIda Holding aG Notes to the financial statements 9. interests held by members of the Board of directors and executive management Numbers as at 31 december Registered shares 74’680 0.9 % Thomas lustenberger (Chairman) Share of voting rights Marco Gadola (Vice-Chairman) Beat Grüring (Member) Share of voting rights Christian Haas (Member) Share of voting rights Hans-Kristian Hoejsgaard (Member) Marianne Tesler (Member) total 74’680 0.9 % – – – – 21’174 0.3 % – 21’174 0.3 % 21’174 0.3 % – 21’174 0.3 % – 1’311’210 16.3% n/a n/a n/a – – n/a n/a n/a – 2’772’170 34.4 % 2’759’170 34.5 % 2’772’170 34.4 % Erich Kellenberger (Member) 3) Share of voting rights 2013 Employee options – – – 1) total 74’680 0.9 % Registered shares 74’680 0.9 % – 1’311’210 16.3% 1/2) 2014 Employee options – – 2’759’170 34.5 % – – – – – – 138’780 1.7 % – 138’780 1.7 % 138’780 1.7 % – 138’780 1.7 % Philippe Bernaud (General Manager aUBadE) (Potential) share of voting rights – 44’000 0.5 % 44’000 0 .5% – 42’000 0.5 % 42’000 0.5 % daniel Gemperle (COO & Group Projects) (Potential) share of voting rights – 24’000 0.3 % 24’000 0.3 % – 14’000 0.2 % 14’000 0.2 % andreas lindemann (General Manager CalIda) (Potential) share of voting rights – 22’100 0.3 % 22’100 0.3 % 13’022 0.2 % 38’000 0.4 % 51’022 0.6 % Manuela Ottiger (Head of Group HR) – – – n/a n/a n/a 4’000 0.0 % 27’143 0.3 % 31’143 0.3 % 4’000 0.1 % 17’000 0.2 % 21’000 0.3 % Felix Sulzberger (CEO and Member) Share of voting rights 4) Thomas Stöcklin (CFO) (Potential) share of voting rights 1) 2) 3) 4) New since election by the General Meeting on 13 May 2014. Shareholding via Micalux S.a. Shareholder group of Kellenberger family members. New since fiscal year 2014. 62 Financial statements 2014 CalIda Holding aG Proposal of the Board of directors for the approbation of available earnings and capital contribution reserves in CHF 1’000 2014 2013 Retained earnings Balance carried forward from prior year Net income Retained earnings at year-end/balance to be carried forward to new account 82’376 16’179 98’555 44’418 37’958 82’376 capital contribution reserves Balance carried forward from prior year allocation to capital contribution reserves capital contribution reserve at the disposal of the General meeting dividend from capital contribution reserve Balance carried forward to new account of the capital contribution reserves 7’775 1’880 9’655 –6’443 3’212 12’969 1’223 14’192 –6’417 7’775 The Board of directors will submit a proposal to the General Meeting of CalIda Holding aG on 12 May 2015 to issue a dividend for the fiscal year 2014 of CHF 0.80 per registered share from the capital contribution reserve. This distribution is equivalent to 38.1% of the par value of the registered share. all shares outstanding as at 31 december 2014 are eligible for the dividend. The exact amount of the dividend may change slightly due to potential new shares issued to employees from conditional capital. Treasury shares held on the date of the dividend payment are not eligible for dividends; as a result, the total dividend amount payable depends on the number of treasury shares held on the distribution date. The dividend can be distributed without withholding tax. Natural persons living in Switzerland are not liable for income tax on the dividend. assuming the General Meeting approves the dividend, the payment will be made after 19 May 2015. 63 Financial statements 2014 CalIda Holding aG Report of the statutory auditor to the General Meeting of CalIda Holding aG, Oberkirch as statutory auditor, we have audited the financial statements of CalIda Holding aG, which comprise the balance sheet, income statement and notes (pages 58–63), for the year ended 31 december 2014. Board of directors’ responsibility The Board of directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. an audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. an audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. opinion In our opinion, the financial statements for the year ended 31 december 2014 comply with Swiss law and the company’s articles of incorporation. Report on other legal requirements We confirm that we meet the legal requirements on licensing according to the auditor Oversight act (aOa) and independence (article 728 CO and article 11 aOa) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of directors. We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved. ernst & Young ltd Christoph Michel licensed audit expert (auditor in charge) Zurich, 6 March 2015 64 Ruth Gwerder licensed audit expert Remuneration report 2014 CalIda Holding aG introduction The CalIda Group’s remuneration report describes the remuneration system applied and provides detailed information on the remuneration of members of the Board of directors (Bod) and Executive Management for the fiscal years 2014 and 2013. This report meets the requirements set out in SIX Swiss Exchange’s directive on Information relating to Corporate Governance (dCG) dated 1 September 2014 as well as the requirements of articles 13 to 16 of the Ordinance against Excessive Compensation at listed Joint-Stock Companies (OaEC), which entered into force on 1 January 2014. In the past, these disclosures were largely included in the CalIda Group’s Corporate Governance Report and in the notes to financial statements of CalIda Holding aG. 1. Principles The value and success of the CalIda Group hinges on the quality and dedication of its employees. The remuneration policy is designed to recruit, motivate and retain qualified individuals for the Group. Performance-based and share-based components of remuneration are included with the aim of encouraging individuals to think and act in the interests of the share-holders. The remuneration system is based on the following principles: – Remuneration should be fair and in line with the market – Remuneration should be linked to the Company’s success – The remuneration system should align the Group’s long-term strategy with employee interests – Remuneration should be transparent 2. Remuneration regulations The Nomination & Compensation Committee (NCC) supports the Board if directors in ful-filling its duties with regard to defining compensation and designing option and participation plans. approval process decision on Remuneration of Executive Management members (without CEO) Remuneration of the CEO CEO participation plan Remuneration of the Bod and its committees 1) CEO Proposal – – – NCC Proposal Proposal – Proposal Bod decision decision decision decision 1) The CEO participation plan was agreed in 2001 before the NCC had been set up. The NCC consisted of dr Thomas lustenberger as Chairman and Beat Grüring as member during the reporting period. NCC meetings generally take place prior to meetings of the Board of directors so that proposals can be defined and approved by the full Board. as a whole, the NCC and Board of directors have solid knowledge and comprehensive insights into the textiles and clothing industry as well as the retail (non-food) sector. as a result, they are well placed to evaluate the Company’s market position and value. Overall, the rewards package is geared towards responsibility, productivity in the scope of each function and individual performance. 65 Remuneration report 2014 CalIda Holding aG 3. Remuneration system Board of directors The members of the Board of directors generally receive fixed compensation in cash; the exact composition depends on the function and whether the individual serves on any committees of the Board. Some or all members of the Board of directors may be awarded variable compensation in the form of options on or registered shares in CalIda Holding aG. When such an allocation is made, the amount of the remuneration corresponds to the value of the participation certificates or rights on the date of allocation; conditions precedent and conditions subsequent do not affect the date of allocation. The Board of directors defines allocation conditions, exercise conditions and exercise periods, as well as any vesting periods, forfeiture rules or conditions leading to unconditional and/or early legal claims to acquire the allocated participation certificates. Both fixed and variable compensation is defined at the discretion of the Board of directors as a whole based on the recommendation of the NCC, subject to appoval by the General Meeting (starting from fiscal year 2016). The Company is entitled to reimburse members of the Board of directors for out-of-pocket expenses in the form of actual or lumpsum expense payments permitted in accordance with tax provisions. This does not count as remuneration. In addition to a fixed fee of CHF 120k for his service on the Board of directors, Thomas lustenberger also received compensation of CHF 17k (2013: CHF 80k) for his activities as member of the Board of directors of laFUMa Sa, France. The fee paid was calculated according to the actual time spent, i.e. 28 hours (2013: 145 hours). The remuneration model was proposed and approved by resolution of the NCC – without Thomas lustenberger – and the Vice-Chairman of the Company’s Board of directors in the fiscal year 2013. Thomas lustenberger stepped down from the Board of directors of laFUMa Sa on 11 September 2014. No loans or credits are granted to current or former members of the Board of directors. executive management The members of Executive Management receive fixed and variable remuneration. The amount depends on qualitative and quantitative targets and parameters set by the Board of directors. The performance targets take account of the function and level of responsibility of the Executive Management member and may be based, among other things, on the Company’s performance, targets against the market, other companies or comparable benchmarks, the share price or agreed personal goals. Some or all members of Executive Management – apart from the CEO – may be allocated employee stock options on registered shares of CalIda Holding aG. When such an allocation is made, the amount of the remuneration corresponds to the value of the participation certificates or rights on the date of allocation; conditions precedent and conditions subsequent do not affect the date of allocation. The Board of directors defines allocation conditions, exercise conditions and exercise periods, as well as any vesting periods, forfeiture rules or conditions leading to unconditional and/or early legal claims to acquire the allocated participation certificates. The Board of directors as a whole has discretionary powers to define the amount based on a recommendation by the NCC, subject to appoval by the General Meeting (starting from fiscal year 2016). The Company’s compensation policy is performance-based and in line with the market. The Company is entitled to reimburse members of Executive Management for out-of-pocket expenses in the form of actual or lumpsum expense payments permitted in accordance with tax provisions. This does not count as remuneration. 66 Remuneration report 2014 CalIda Holding aG In the reporting period, earnings targets (operating profit, EBIT) – defined by the Board of directors during the budgeting process – served as the basis for measuring short-term variable components. The variable components based on short-term targets are capped at CHF 800k (gross) for the CEO, with a minimum value of CHF 0k in accordance with the range set for the earnings targets. The variable components for other members of Executive Management are capped at 52 percent of the fixed component, with a minimum value of 0 percent. Short-term, variable remuneration is generally paid out in the calendar month following publication of the annual report. The articles of incorporation of CalIda Holding aG provide for the possibility of a non-compete clause of up to three years for departing members of Executive Management. There were no such contractual clauses in force as at 31 december 2014 or in the past. CEO participation plan When the CEO was appointed in 2001, the Board of directors arranged an employee participation plan geared towards the longterm development of the Company. Under the original terms of the plan, the CEO was entitled to a 5 percent share in the increase in value of the shares. The current plan was defined on 21 april 2010 and amended and extended in its modified form on 20 december 2013. The plan will take the form of a phantom stock plan until 31 december 2017, entitling the CEO to CHF 375k for each CHF 2.50 increase in the share price. The plan provides for a payment of CHF 375k to be made when the price of the CalIda Holding aG share exceeds the threshold of CHF 37.50, CHF 40.00, CHF 42.50, etc. Payment shall be made only once each time a threshold is exceeded on a sustainable basis, i.e. no second payment is made if the price slips below the threshold before rising again. The payment is made on the last day of the first month in the half year following the date on which the threshold was exceeded on a sustainable basis. Externally contracted member of Executive Management Manuela Ottiger was appointed Head of Group HR and joined Executive Management on 31 March 2014. She was Head of HR of the CalIda division from 2003 to 2011 before going into business for herself. Manuela Ottiger fulfills her function based on a service agreement and receives monthly compensation for her activities based on a daily market rate. The agreement also provides for a variable performance-related component based on the same system applicable for other members of Executive Management. Her fees are disclosed in the line item “Fixed salary (net)”. No loans or credits are granted to current or former members of Executive Management. Related parties No remuneration is paid to related parties, nor are loans or credits granted. 67 Remuneration report 2014 CalIda Holding aG 4. Remuneration paid to members of the Board of directors Current and former members of the Board of directors in CHF 1’000 Thomas lustenberger (Chairman) 1) Marco Gadola (Vice-Chairman) 2) alfred M. Niederer (Vice-Chairman) 3) Beat Grüring (Member) Christian Haas (Member) 4) Hans-Kristian Hoejsgaard (Member) 4) Erich Kellenberger (Member) Marianne Tesler (Member) Non-executive members of the Board of directors Felix Sulzberger total 1) 2) 3) 4) 2014 Fixed additional Pension salary (net) compen- expenses sation 120 17 18 78 – 11 29 – 3 71 – 11 32 – 3 45 – 7 51 – 4 51 – 4 Total 155 89 32 82 35 52 55 55 2013 Fixed additional Pension salary (net) compen- expenses sation 114 80 17 69 – 10 79 – 8 69 – 10 – – – – – – 45 – 7 47 – 4 Total 211 79 87 79 – – 52 51 477 17 61 555 423 80 56 559 – 477 – 17 – 61 – 555 – 423 – 80 – 56 – 559 The additional compensation awarded to Thomas lustenberger relates to compensation for his activity as representative of CalIda Holding aG on the Board of directors of laFUMa Sa until 11 September 2014. Vice-Chairman from 13 May 2014 and member prior to that. Until the General Meeting on 13 May 2014. New since election by the General Meeting on 13 May 2014. 5. Remuneration paid to members of executive management Current and former members of Executive Management in CHF 1’000 Fixed salary (net) Variable salary (net) total salary (net) 2014 Felix Sulzberger total executive 2) (CEO) management 600 1’608 759 1’229 1’359 2’837 Remuneration from the ceo participation plan 750 1) 750 Options (variable) Compensation in kind Pension expenses – 7 361 353 32 903 2’477 4’875 total remuneration 1) 2013 Felix Sulzberger total executive (CEO) management 577 1’367 1’424 4) 853 3) 1’430 2’791 – 5) – 7 278 1’715 – 234 5) 32 819 3’876 Compared to the remuneration disclosed in accordance with OaEC, CHF 1.1 million more remuneration was disclosed in the years 2010 to 2013 than was actually paid to the CEO. The reason for the difference is that according to the former accounting principles of art. 663bbis CO not only the effective payouts were included but also the initial measurement of potential future claims from the CEO participation plan for 2010–2017 and the subsequent measurement. Executive Management was expanded by one member in the fiscal year 2014 (Head of Group HR). Of which CHF 237k based on individual performance review. 4) Of which CHF 370k based on individual performance review. 5) 48’000 (2013: 32’000) call options on registered shares in CalIda Holding aG with a par value of CHF 2.10 each; 1 option is equivalent to 1 subscription right for a registered share at an exercise price of CHF 30.75 (2013: CHF 26.65); the definitive options purchased depend on vesting conditions being met, e.g. continued employment, measurement using binomial model. 2) 3) 68 Remuneration report 2014 CalIda Holding aG Report of the statutory auditor on the remuneration report of CalIda Holding aG, Oberkirch We have audited the remuneration report dated 31 december 2014 of CalIda Holding aG (page 68) for the year ended 31 december 2014. Responsibility of the Board of directors The Board of directors is responsible for the preparation and overall fair presentation of the remuneration report in accordance with Swiss law and the Ordinance against Excessive Compensation in Stock Exchange listed Companies (Ordinance). The Board of directors is also responsible for designing the remuneration system and defining individual remuneration packages. auditor’s responsibility Our responsibility is to express an opinion on the accompanying remuneration report. We conducted our audit in accordance with Swiss auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report complies with Swiss law and articles 14 – 16 of the Ordinance. an audit involves performing procedures to obtain audit evidence on the disclosures made in the remuneration report with regard to compensation, loans and credits in accordance with articles 14 – 16 of the Ordinance. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements in the remuneration report, whether due to fraud or error. This audit also includes evaluating the reasonableness of the methods applied to value components of remuneration, as well as assessing the overall presentation of the remuneration report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. opinion In our opinion, the remuneration report for the year ended 31 december 2014 of CalIda Holding aG complies with Swiss law and articles 14 – 16 of the Ordinance. ernst & Young ltd Christoph Michel licensed audit expert (auditor in charge) Ruth Gwerder licensed audit expert Zurich, 6 March 2015 69 CalIda Group Corporate governance report 2014 1. Group structure and shareholders 1.1 Group structure 1.1.1 Overview of the Group’s operating structure The chart below shows the Group’s operating structure as at year-end: ceo Felix Sulzberger1) calida andreas lindemann1) 1) aUBade Philippe Bernaud1) millet mountain Group Frédéric ducruet furniture arnaud du Mesnil oXBoW Bruno delaporte coo & Group Group hR Projects Manuela Ottiger1) daniel Gemperle1) cfo Thomas Stöcklin1) Member of the Executive Management Operating division Group function 1.1.2 listed companies in the consolidated group The registered shares of CalIda Holding aG (“the Company”), with registered offices in Oberkirch (Switzerland), are traded on the main segment of the SIX Swiss Exchange (ISIN CH0126639464, ticker symbol CalN). Market capitalisation came to approx. CHF 296.8m as at the reporting date 31 december 2014. The registered shares of laFUMa Sa, with registered offices in annecy (France), are traded on the EURONEXT (ISIN FR0000035263, ticker symbol laF). Market capitalisation came to approx. EUR 136.2m as at the reporting date 31 december 2014. Shareholder group of Fondation Ethos, Pictet Funds Sa and Vontobel Fonds Services aG Balfidor Fondsleitung aG 5.0% 3.1% Includes 397’500 registered shares of the shareholder group of Fondation Ethos, Pictet Funds Sa and Vontobel Fonds Services aG. 1) The Company makes disclosures about significant shareholders if it receives disclosure notifications in the reporting period pursuant to art. 20 SESTa. Parties subject to the notification requirement have to disclose shareholdings when their voting rights in CalIda Holding aG reach, exceed or fall below the thresholds of 3, 5, 10, 15, 20, 25, 33 1⁄3, 50 or 66 2⁄3 percent. 1.1.3 Unlisted companies in the consolidated group The annual report provides details of unlisted companies in the consolidated group in the section “Scope of consolidation” in the “Financial statements 2014 of the CalIda Group”. all disclosure notifications of shareholdings in CalIda Holding aG are available on the disclosure Office’s electronic publication platform at: http://www.six-swiss-exchange. com/shares/companies/major_shareholders_en.html. 1.2 significant shareholders The following shareholders reported that they held more than 3% (directly and/or indirectly) of the share capital of CalIda Holding aG recorded in the commercial register as at 31 december 2014. Shareholdings of members of the Board of directors and Executive Management are presented in detail within the relevant section of the notes to the financial statements 2014 of CalIda Holding aG, which form part of this annual report. The Company is not aware of any further significant shareholders in the meaning of art. 20 SESTa. Shareholder group of Kellenberger family members Micalux S.a., luxemburg Vontobel Fonds Services aG 1) 34.7% 16.4% 6.4% 1.3 cross-shareholdings There are no cross-shareholdings. 71 CalIda Group Corporate governance report 2014 2. capital structure 2.1 capital as at 31 december 2014 The ordinary share capital of the Company amounts to approx. CHF 16.9m, divided into 8’053’437 registered shares with a par value of CHF 2.10 each. The ordinary share capital entered in the commercial register was approx. CHF 16.8m as at 31 december 2014, corresponding to 7’995’380 registered shares. The available authorised capital amounts to CHF 6.3m, equivalent to 3’000’000 registered shares with a par value of CHF 2.10 each. The available conditional capital amounts to approx. CHF 0.6m. This equates to 306’563 registered shares with a par value of CHF 2.10 each. 2.2 authorised and conditional capital in particular The authorised capital can be used for acquisitions of companies, parts of companies or shareholdings by way of share swap, for financing or refinancing acquisitions of companies, parts of companies or shareholdings, new investment undertakings and private placement of shares. The Board of directors is authorised until 3 april 2015 to increase the share capital by the available authorised capital. The Board is entitled to restrict or exclude the subscription rights of shareholders and to allocate them to third parties. Increases can be carried out by way of firm underwriting and/or in increments. The Board of directors is authorised to define the issue price of the shares, the type of capital contribution and the timing of dividend entitlement. Shares for which subscription rights have been issued, but not exercised, are to be used by the Board of directors in the interests of the Company. The conditional capital is used for participation plans for employees and members of the Board of directors of the Company or of Group companies. a subscription right for shareholders is excluded. Options for registered shares of CalIda Holding aG are issued in accordance with a plan prepared by the Board of directors. The exercise price of option rights issued can be set below the stock exchange price prevailing on the issue date. 2.3 changes in capital The statement of changes in shareholders’ equity in the financial statements 2014 of CalIda Holding aG, which form part of this annual report, contains details of the changes in capital for the last three reporting periods. 72 2.4 shares and participation certificates The number of shares and their par value are shown in section 2.1 above. The Company only has one share class, meaning that the ratio of par value to voting power remains constant. Each registered share has a par value of CHF 2.10 and gives the shareholder unrestricted entitlement to the dividend. The capital is fully paid up. The Company has not issued any participation certificates. 2.5 dividend-right certificates The Company has not issued any dividend-right certificates. 2.6 limitations on transferability and nominee registrations 2.6.1 limitations on transferability for each share category, along with an indication of statutory group clauses, if any, and rules for granting exceptions The articles of incorporation do not provide for any limitations on transferability of registered shares. 2.6.2 Reasons for granting exceptions in the reporting year The articles of incorporation do not provide for any limitations on transferability of registered shares. 2.6.3 admissibility of nominee registrations, along with an indication of percent clauses, if any, and registration conditions The Company does not accept any nominee registrations. 2.6.4 Procedure and conditions for cancelling statutory privileges and limitations on transferability There are no statutory privileges or limitations on transferability. 2.7 convertible bonds and options The Company has not issued any convertible bonds. For details of employee stock options, please refer to the section on share-based payments in the notes to the consolidated financial statements 2014 of the CalIda Group, which form part of this annual report. CalIda Group Corporate governance report 2014 3. Board of directors 3.1 members of the Board of directors (Bod) a) Name, nationality, education and professional background dr thomas lustenberger, Chairman of the Board of directors (non-executive member of the Board of directors) Nationality: Year of birth: Joined the Bod: term of office: Swiss 1951 16.06.2000 until the annual General Meeting for the fiscal year 2014 committee: Nomination & Compensation Committee, Chairman education: University of Berne (dr. iur.), Harvard law School (ll.M.) Professional background: Partner in the law firm Meyerlustenberger lachenal, Zurich, since 1987 other activities and vested interests: Chairman of the Board of directors of allreal Holding aG, Baar; Board member of further non-listed companies marco Gadola, Vice-Chairman of the Board of directors (non-executive member of the Board of directors) Nationality: Year of birth: Joined the Bod: term of office: Swiss/French 1963 07.04.2011 until the annual General Meeting for the fiscal year 2014 committee: audit & Risk Committee, Chairman education: University of Basel (lic. rer. pol; MBa), london School of Economics (accelerated Management development Programme) Professional background: Since March 2013 CEO and member of Executive Management of the Straumann Group; July 2012 to February 2013 CEO asia Pacific of the Panalpina Group; 2008 to June 2012 CFO and member of Executive Management of the Panalpina Group; 2005 to 2008 CFO/Chief Operations Officer and member of Executive Management of the Straumann Group; 2001 to 2005 Group CFO and member of Executive Management of the HERO Group; 1992 to 2001 various positions in the Hilti Group, including in the USa, Spain and Germany other activities and vested interests: – Beat Grüring, (non-executive member of the Board of directors) Nationality: Year of birth: Joined the Bod: term of office: Swiss 1961 04.05.2005 until the annual General Meeting for the fiscal year 2014 committee: Nomination & Compensation Committee, member education: Higher Business and Management College, Berne (Business Economist FH) Professional background: Co-owner and CEO of the Tally Weijl Group, Basel, since 1984 other activities and vested interests: – christian haas, (non-executive member of the Board of directors) Nationality: Year of birth: Joined the Bod: term of office: French 1948 13.05.2014 until the annual General Meeting for the fiscal year 2014 education: Ecole Nationale d’administration, Paris; dES droit; IEP Paris Professional background: Since March 2014, President of Micalux; since 2011, CEO of M.I.3 luxembourg; since 1996 President of MaTINVEST and Vice-President Matignon Investissement et Gestion; since 1996 General director of Senlisienne de Portefeuille and COMIR; 1985 to 1996 Banque Worms: deputy General director and in charge of investment banking; 1978 to 1985 Institut de developpement Industriel other activities and vested interests: Since 2001 represenative of COMIR in the Board of directors of laFUMa Sa, annecy-le-Vieux / F which is acting as a group with SOPaRCIF hans-Kristian hoejsgaard, (non-executive member of the Board of directors) Nationality: Year of birth: Joined the Bod: term of office: committee: danish 1958 13.05.2014 until the annual General Meeting for the fiscal year 2014 audit & Risk Committee, member 73 CalIda Group Corporate governance report 2014 education: Southern denmark Business School (Hd business graduate); Harvard Business School (Executive Education); INSEad (Executive Education); The Wharton School of Business, University of Pennsylvania (Executive Education) Professional background: Since 2011 Oettinger davidoff aG, Basel, CEO, member of the Board of directors since 2014; 2008–2009 Timex Group B.V., New York, CEO and Member of the Board of directors of Timex India; 2003 to 2007 Georg Jensen a/S, Kopenhagen, Member of the Board of directors; 1998 to 2002 lancaster Group (Coty), Paris, CEO; 1993 to 1998 Guerlain (lVMH) Hong Kong, Regional Managing director, asia Pacific; 1986 to 1993 Seagram International, Italy, Hong Kong, Thailand other activities and vested interests: – erich Kellenberger, (non-executive member of the Board of directors) Nationality: Year of birth: Joined the Bod: term of office: Swiss 1948 22.09.1986 until the annual General Meeting for the fiscal year 2014 education: leicester Polytechnic (Textil Ing.) Professional background: Various operational functions in the CalIda Group from 1970 to 2001 other activities and vested interests: Chairman of the Board of directors of Blue lemon aG, lucerne; Chairman of the Board of directors of dama aG, Oberkirch; Board member of further non-listed companies felix sulzberger, (executive member of the Board of directors) CEO Nationality: Year of birth: Joined the Bod: term of office: Swiss 1951 09.04.2008 until the annual General Meeting for the fiscal year 2014 education: University of Graz / a (Mag. rer. soc. oec.) Professional background: 1986 to 2001 General Manager / President Europe for three leading, multinational companies in the sports and clothing industry; 1976 to 1986 international marketing and sales 74 positions in the tobacco and food division of a multinational company other activities and vested interests: Member of the advisory Board of Finatem Beteiligungs GmbH, Frankfurt a.M. / d; Président et directeur Général of laFUMa Sa, annecy-le-Vieux / F marianne tesler, (non-executive member of the Board of directors) Nationality: Year of birth: Joined the Bod: term of office: French 1946 10.05. 2006 until the annual General Meeting for the fiscal year 2014 education: Université libre de Bruxelles (degree in Political Science and administration and Journalism); Université de Paris dauphine (Graduate of the “Institut d’administration d’Entreprises”) Professional background: Since 2008 CEO art Partner Inc.; 2006 to 2008 CEO damon dash Enterprises and Rachel Roy, New York; 2004 to 2006 international development of the multi-brand concept for antichi Pelletieri; 1999 to 2004 CEO Givenchy Haute Couture and Ready-to-Wear; 1996 to 1999 CEO Nike France; 1995 to 1996 Vice-President Supply Chain Whirlpool Europe; 1994 to 1995 Controller Whirlpool North america; 1990 to 1994 CFO and deputy General Manager Whirlpool France; 1985 to 1990 Philips other activities and vested interests: Trustee of the International House, New York/USa b) Operational management tasks for the issuer or one of the issuer’s subsidiaries With the exception of Felix Sulzberger, none of the members of the Board of directors have operational management duties within the Group. c) Executive management representation and significant business relationships None of the non-executive members of the Board of directors have been represented within the Executive Management of CalIda Holding aG or any of its subsidiaries for the last four years. The CalIda Group draws on the legal advisory services of several law firms, including Meyerlustenberger lachenal, Zurich, in which dr Thomas lustenberger, Chairman of the Board of directors of CalIda Holding aG, is a partner. Mey- CalIda Group Corporate governance report 2014 erlustenberger lachenal invoiced the CalIda Group for fees totalling CHF 222k in the reporting period. as at 14 January 2014 and in connection with the acquisition of the laFUMa Group, the CalIda Group acquired 22’000 shares in laFUMa Sa from Felix Sulzberger, member of the Board of directors and CEO. The purchase price of EUR 14 per share corresponds to the price under the mandatory takeover bid from 27 december 2013 to 13 January 2014. The shareholder group of the Kellenberger family members, which holds 34.7% of the share capital entered in the commercial register, is represented by Erich Kellenberger on the Board of directors of CalIda Holding aG. CalIda aG generated revenue of CHF 415k with Blue lemon aG, which is controlled by Erich Kellenberger. The transactions were conducted at arm’s length. There are no other significant business relationships between the CalIda Group and the non-executive members of the Board of directors. 3.2 other activities and vested interests The other activities and vested interests of individual members of the Board of directors are set out in section 3.1 a) above. 3.3 Rules in the articles of incorporation on the number of permitted activities pursuant to art. 12 para. 1 point 1 ordinance against excessive compensation at listed Joint-stock companies (oaec) The members of the Board of directors are limited in the number of additional activities they may assume in the supreme management or administrative bodies of other legal entities required to be registered in the commercial register or a comparable foreign register unless these companies control or are controlled by the Company. The limits are as follows: – 5 mandates for listed companies, with multiple mandates for different companies within the same group counting as a single mandate; and – 10 paid mandates for other legal entities, with multiple mandates for different companies within the same group counting as a single mandate; and – 10 non-paid paid mandates (expense payments do not count as “paid”), with multiple mandates for different companies within the same group counting as a single mandate. Not in scope of these limitations are mandates assumed by a member of the Board of directors on behalf of the Company (e.g. for joint-ventures or pension funds of this legal entity or for entities in which this legal entity holds a material (non-consolidated) interest). 3.4 election and term of office 3.4.1 Principles of the election procedure The members of the Board of directors are elected for a term of one year. Re-election is permissible without restrictions. The members of the Board of directors are elected individually. 3.4.2 Initial election and remaining term of office Section 3.1 a) above shows the date of first election to office and the remaining term of office for the individual members of the Board of directors. 3.5 internal organisational structure 3.5.1 allocation of tasks within the Board of directors details regarding the individual members of the Board of directors and their functions are shown in section 3.1 a). The Board of directors is self-constituting, subject to mandatory competences of the General Meeting. It appoints a Vice-Chairman and a secretary, who does not have to be a member of the Board. The term of office for the responsibilities allocated during constitution is usually identical to the term of office as a member of the Board of directors. However, the Board has the right to terminate the assignment to a field of responsibility before expiry of this term where there is a valid reason, subject to mandatory competences of the General Meeting. 3.5.2 Members list, tasks and area of responsibility for each committee of the Board of directors Membership of the various committees of the Board of directors is shown in section 3.1 a) above. The Board of directors can at any time make use of standing or ad-hoc committees for the purpose of preparing individual resolutions and fulfilling certain control functions, or for other specific tasks. These committees are not authorised to pass resolutions. The Nomination & Compensation Committee shall be elected by the General Meeting for a term until the conclusion of the following ordinary General Meeting. The members of the other committees, in particular the audit & Risk Committee, shall be determined by the Board of directors. as a rule, between two and four members of the Board of directors sit on each committee. Members who are also part of Executive Management cannot, and the Chairman of the Board of directors should not, if possible, serve in the audit & Risk Committee. 75 CalIda Group Corporate governance report 2014 However, the latter can attend the committee meetings with the permission of its chairman, provided he is not personally affected by one of the agenda items. The Board of directors elects the committee members on the recommendations of the Nomination & Compensation Committee, except the members of the Nomination & Compensation Committee who are elected by the General Meeting. Re-election is permissible. The Board of directors also elects the chairman of the committee. In accordance with the organisational regulations issued by the Board of directors, the audit & Risk Committee has the following main duties: – Examine the design of the accounting system (applicable accounting and reporting regulations, internal and external financial reporting, liquidity and financing management, assessment of valuation and financing principles) with regard to suitability, reliability and effectiveness and, if required, submit change proposals together with the CFO and in coordination with the CEO for the attention of the Board of directors; – Examine the annual financial statements and other financial information included in published financial statements of the Group; – Monitor and assess risks to the organisation and review risk management practices and the effectiveness and efficiency of the internal control system (ICS); – Periodically review the insurance coverage available to the Group (including d&O insurance); – Supervise business activities to monitor compliance with resolutions of the Board of directors, internal regulations and guidelines, directives, and the relevant legal provisions, including, but not limited to, stock exchange legislation (compliance); – Review the performance, independence and fees paid to the external auditors and make a recommendation to the Board of directors and ultimately the General Meeting regarding election; – discuss the audit reports in detail; discuss all significant findings and recommendations of the external auditors with Executive Management and the external auditors; – Monitor implementation of the external auditors’ recommendations; – Monitor the performance of and fees paid for consulting engagements with related parties; – Perform any other tasks delegated by the Board of directors. In accordance with the organisational regulations issued by the Board of directors, the Nomination & Compensation Committee has the following main duties: 76 – Manage the selection process and formulate proposals regarding new members of the Board of directors; – Manage the selection process and formulate proposals regarding the CEO; – Examine the selection process for members of Executive Management (including interviews at the final selection stage) as well as the significant terms of their employment contracts; – Submit proposals regarding the compensation of the Board of directors and its committees; – Examine, negotiate and submit proposals regarding the compensation paid to the CEO; – Examine and submit proposals (together with the CEO) regarding compensation to the members of Executive Management and note secondary activities of members of Executive Management; – Examine, recommend and monitor implementation of option and participation plans for members of the Board, the CEO, the Executive Management and other employees; – Succession planning at top management level; – Perform any other tasks in the area of nomination and compensation delegated by the Board of directors. 3.5.3 Working methods of the Board of directors and its committees Ordinary Board meetings are held at least four times each year. One of the meetings is a strategy meeting and a longer session is scheduled accordingly. The meetings usually last for between half a day and one and a half days. The Board of directors also meets as often as necessary beyond the scope of ordinary meetings. Extraordinary meetings are held at the request of the Chairman or one of the members of the Board of directors. They are scheduled to enable a majority of Board members to participate. When organising meetings, members who are not able to attend in person can request to participate in the discussions and resolutions by telephone, if necessary. In the reporting period, four ordinary meetings as well as three extraordinary telephone conferences and one extraordinary meeting were held. The Board of directors is quorate when at least half of its members are present at the meeting, with the exception of resolutions in connection with capital increases, for which the quorum requirement does not apply. Resolutions may also be passed by means of video or telephone conference or electronic media unless a member requests a meeting to discuss the matter. Such requests should be expressed as early as possible. CalIda Group Corporate governance report 2014 Resolutions can also be passed by circulation, i.e. by letter, fax, e-mail or comparable systems, unless a member requests verbal discussion in a video or telephone conference or at a meeting. The Chairman of the Board of directors is responsible for managing the process for resolutions passed by circulation. approval of all Board members, especially those who are absent, is required to pass resolutions on agenda matters which were not formally announced in advance. Members of the Board of directors and Executive Management are required to leave the meeting whenever matters are discussed or decisions made which involve their own interests or those of related parties. They should arrange their business affairs to avoid conflicts of interest to the extent possible. The Board of directors determines whether a conflict of interest exists. The relevant member of Executive Management or the Board of directors may not take part in discussions or decisions relating to the affected agenda item and must leave the meeting but is permitted to make a personal statement before the discussion begins. The audit & Risk Committee meets as often as business requires but at least twice a year. The committee meets at least once each year with representatives of the external auditors. No members of Executive Management are permitted to attend such meetings. The CFO usually participates in the meetings with the exception of the aforementioned meeting. The committee can request the attendance of other members of the Board of directors, the CEO, individual members of Executive Management or other specialists. The decision is made by the Chairman of the committee. Three meetings took place in the reporting period. The Nomination & Compensation Committee meets as often as business requires. The Chairman can invite members of Executive Management or third parties to the meetings. One meeting took place in the reporting period. The Chairman also assumes special tasks as the contact person for the CEO and Executive Management. Twelve meetings were held in the reporting period in connection with such tasks. The meetings of the Board of directors and its committees usually take place at the Company’s registered offices or at the registered offices of its subsidiaries but can occasionally also take place at other locations. The members of Executive Management participate in meetings of the Board of directors and its committees if required. 3.6 definitions of areas of responsibility The main duties of the Board of directors consist of defining and periodically reviewing the corporate strategy, business policies and organisation of the Group; monitoring operational business and risk management; as well as periodically evaluating its own performance, that of the CEO, and together with him, that of the members of Executive Management. Operational business management is delegated to the CEO to the extent permitted by law and based on the organisational regulations issued by the Board of directors. Operational business management encompasses all management duties which are not reserved for the Board of directors by law, the articles of incorporation, the organisational regulations and, if applicable, specific Board resolutions and includes the general management of the entire Group, including, but not limited to, the subsidiaries. The non-transferable duties in the meaning of art. 716a CO remain the domain of the Board of directors as a whole. The CEO is the Chairman of the Executive Management, which also includes a CFO and other executives required for general management. The CEO is responsible for the organisation (including representation arrangements), management and supervision of Executive Management as well as for all subordinated entities within the Group. For this purpose, he draws up an organisational chart and appropriate management regulations (including the regulation of authorities within Executive Management and lower levels of hierarchy), both of which are to be approved by the Board of directors. 3.7 information and control instruments vis-à-vis executive management The Board of directors has various information and control instruments vis-à-vis Executive Management. Besides the duty of the CEO to provide information in accordance with the provisions of the organisational regulations, the various committees (see section 3.5.2) also have defined tasks and reporting duties. another instrument are the comments and findings of the statutory auditor in the course of the audit engagement. The CalIda Group does not have its own internal audit function. The organisational regulations approved by the Board of directors require the CEO to provide information as follows: – The CEO shall inform the Board of directors of the significant events in operational business management, the implementation of resolutions passed by the Board and any other factors of significance for the Board of directors and its decision making; – In particular, the CEO and, in his absence, his deputy or the responsible member of Executive Management, must 77 CalIda Group Corporate governance report 2014 immediately inform the Board of directors of any events which significantly influence or could influence the business; – The CEO is responsible for ensuring that the following information is provided to the Board of directors in a timely manner, i.e. immediately once it is available: consolidated half-year and annual financial statements and reports; consolidated monthly financial statements, including KPIs; interim reports on the business for every meeting of the Board of directors; information on the development of the business and the market for each meeting of the Board of directors; information tailored to the relevant level with regard to the ICS and risk management system – as needed but at least half yearly; if necessary, additional information requested by the Board of directors. The Board of directors carries out an annual assessment of the risk management system. Executive Management prepares a risk portfolio containing the risks of relevance for the entire CalIda Group. The identified risks are categorised by area, i.e. environment, sales, distribution, design and development, procurement, administration, finance, organisation and IT, and assessed for the likelihood of occurrence and impact. a risk tracking sheet is prepared each year. The audit & Risk Committee monitors the risk assessment on behalf of the Board of directors and reviews risk management practices. The Board of directors also comments from a strategic perspective. More detailed information about financial risk management and the risk assessment is provided in the notes to the financial statements 2014 of the CalIda Group in the sections “Financial risk management” and “Risk assessment”. The organisational regulations also contain provisions entitling every member of the Board of directors to request information on matters involving the Company from other members and from Executive Management at meetings of the Board of directors. Beyond the scope of the meetings, every member of the Board is entitled to request information from the CEO and the CFO regarding the course of business and significant transactions. 4. executive management 4.1 members of the executive management (em) Name, nationality, education and professional background felix sulzberger, Chief Financial Officer (executive member of the Board of directors) Nationality: Swiss Year of birth: 1951 Joined em: 01.11.2001 education: University of Graz / a (Mag. rer. soc. oec.) Professional background: 1986 to 2001 General Manager / President Europe for three leading, multinational companies in the sports and clothing industry; 1976 to 1986 international marketing and sales positions in the tobacco and food division of a multinational company other activities and vested interests: Member of the advisory Board of Finatem Beteiligungs GmbH, Frankfurt a.M. / d; President and General director of laFUMa Sa, annecy-le-Vieux / F Philippe Bernaud, General Manager aUBadE Brand Nationality: Year of birth: Joined em: education: French 1969 01.03.2010 diplôme d’Etudes Comptables et Financiers Professional background: 1995 to 2010 div. positions in the finance department, most recently Head of Finance and Head of Retail of the aUBadE brand; 1993 to 1995 Head of accounting at an energy company; 1992 to 1993 auditor at a marketing company other activities and vested interests: Member of the Board of directors of laFUMa Sa, annecy-le-Vieux / F daniel Gemperle, COO & Group Projects Nationality: Year of birth: Joined em: education: 78 Swiss 1959 01.08.2011 University of applied Sciences, clothing & technology, Mönchengladbach / d (Ing. FH) CalIda Group Corporate governance report 2014 Professional background: 1999–2011 member of Executive Management of the CalIda brand and responsible for production, logistics, procurement and technical development and some aspects of information technology; 2005–2011 additionally responsible for integration projects for the aUBadE brand; 1988 to 1999 member of Executive Management (Operations division) and the Board of directors of a Swiss clothing company; 1984 to 1988 responsible for operations at a Swiss clothing group (retail and production) other activities and vested interests: Member of the Board of directors of laFUMa Sa, annecyle-Vieux / F andreas lindemann, General Manager CalIda Brand Nationality: Year of birth: Joined em: education: Swiss 1962 01.01.2003 University of applied Sciences and arts, lucerne (Business Economist FH), Swiss academy of accounting, Zurich (Swiss Certified accountant) Professional background: 2003 to 2010 CFO and member of Executive Management of the CalIda Group; 1998 to 2002 member of Executive Management (CFO and Head of Management Services) of a Swiss media group; 1995 to 1998 Head of Finance and accounting in the duty Free division of a multinational tobacco company; 1989 to 1995 auditor for a global auditing and advisory firm other activities and vested interests: Member of the Board of directors of auto aG Holding, Rothenburg manuela ottiger, Head of Group HR Nationality: Year of birth: Joined em: education: Swiss 1971 28.03.2014 SIB Schweizerisches Institut für Betriebsökonomie (certified HR Manager) Professional background: Since 2012 owner and CEO of Ottiger Consulting; 2003 to 2011 Head of HR and member of Executive Management of the CalIda brand; 1994 to 2003 Head of HR at a Swiss media group; 1991 to 1993 accountant at an accountancy firm other activities and vested interests: Member of the Board of directors of laFUMa Sa, annecyle-Vieux / F (since 10.09.2014); member of the Board of the foundation “lebensraum Gebirge” thomas stöcklin, Chief Financial Officer Nationality: Year of birth: Joined em: education: Swiss 1970 01.02.2011 University of applied Sciences and arts, lucerne (Business Economist FH), Swiss academy of accounting, Zurich (Swiss Certified accountant) Professional background: 2005 to 2010 Group Controller of the CalIda Group and then Head of Finance of the CalIda brand; 2001 to 2005 audit manager and 2002 to 2005 assistant to the Head of audit Switzerland at a global audit and advisory firm; 1997 to 2001 audit assistant at a global audit and advisory firm; 1985 to 1997 various positions at a major Swiss bank in lucerne and lausanne other activities and vested interests: Member of the Board of directors of laFUMa Sa, annecy-le-Vieux / F 4.2 other activities and vested interests These details are provided in section 4.1. 4.3 Rules in the articles of incorporation on the number of permitted activities pursuant to art. 12 para. 1 point 1 oaec The members of Executive Management are limited in the number of additional activities they may assume in the supreme management or administrative bodies of other legal entities required to be registered in the commercial register or a comparable foreign register unless these companies control or are controlled by the Company. The limits are as follows: – 1 mandate for listed companies, with multiple mandates for different companies within the same group counting as a single mandate; and – 1 paid mandates for other legal entities, with multiple mandates for different companies within the same group counting as a single mandate; and – 2 non-paid paid mandates (expense payments do not count as “paid”), with multiple mandates for different companies within the same group counting as a single mandate. 79 CalIda Group Corporate governance report 2014 Not in scope of these limitations are mandates assumed by a member of Executive Management on behalf of the Company (e.g. for joint-ventures or pension funds of this legal entity or for entities in which this legal entity holds a material (non-consolidated) interest). Mandates or employment offers beyond the CalIda Group are subject to the prior authorisation of the Board of directors. 4.4 management contracts In 2014 Manuela Ottiger was appointed Head of Group HR. a contractual agreement to this end was entered into with Ottiger Consulting GmbH, Eich, a company controlled by Manuela Ottiger. The contract provides for Manuela Ottiger to personally fulfil the function as member of Executive Management and therefore does not constitute a management contract. 5. compensation, shareholdings and loans 5.1 content and method of determining the compensation and shareholding programmes For details of the content and method of determining the remuneration and shareholding programmes, please refer to the 2014 remuneration report of CalIda Holding aG (pages 65 to 68 of this annual report). 5.2 disclosures from issuers subject to the oaec 5.2.1 Rules in the articles of incorporation on the principles applicable to performance-related pay and to the allocation of equity securities, convertible rights and options, as well as the additional amount for payments to members of Executive Management appointed after the vote on pay at the General Meeting For details of the principles governing performance-related pay and the allocation of participation certificates, convertible rights and options, please refer to the 2014 remuneration report of CalIda Holding aG (pages 65 to 68 of this annual report). an additional amount in accordance with art. 19 OaEC is available for members of Executive Management who are appointed after the maximum total remuneration is approved. For a new CEO or CFO, the additional amount may not exceed by more than 30% the maximum total remuneration approved by the General Meeting for the former CEO/CFO for the relevant fiscal year. For any other members of Execu- 80 tive Management, the additional amount may not exceed by more than 30% the average total remuneration of the other members of the Executive Management for the relevant fiscal year. The average total remuneration of an Executive Management member is the maximum amount approved for the members of Executive Management less the amount relating to the CEO and the CFO, divided by the number of Executive Management members (without the CEO and CFO) on the date the amount was approved by the General Meeting. 5.2.2 Rules in the articles of incorporation on loans, credit facilities and post-employment benefits for members of the Board of directors and Executive Management No loans, credit facilities and post-employment benefits are granted to members of the board of directors and executive management 5.2.3 Rules in the articles of incorporation on the vote on pay at the General Meeting The General Meeting approves total remuneration of the members of the Board of directors and Executive Management annually, generally at the annual General Meeting, for the fiscal year following the General Meeting. The vote of the General Meeting is binding. The Board of directors may submit proposals for approval by the General Meeting regarding the maximum total amounts, individual remuneration components for other periods or other matters. The Board can also present the remuneration report for the preceding fiscal year for a non-binding vote by the General Meeting. If the General Meeting rejects the maximum total remuneration for Executive Management and/or the Board of directors, the Board of directors can submit amended proposals for approval by that same meeting or subsequent ordinary or extraordinary General Meetings. The amended proposals can relate to a maximum total amount or several maximum partial amounts, taking into account all relevant factors. 6. shareholders’ participation 6.1 Voting rights restrictions and representation 6.1.1 Rules in the articles of incorporation on restrictions to voting rights, along with an indication of group clauses and rules on granting exceptions, as well as exceptions actually granted during the year under review The Company’s articles of incorporation do not provide for any restrictions on voting rights. They contain provisions al- CalIda Group Corporate governance report 2014 lowing a shareholder to be represented by another shareholder with a written power of attorney. The above is subject to legal representation. 6.1.2 Not applicable 6.1.3 Reasons for granting exceptions in the year under review There are no restrictions on voting rights. 6.1.4 Procedure and conditions for abolishing voting rights restrictions laid down in the articles of incorporation There are no restrictions on voting rights. 6.1.5 Rules in the articles of incorporation on participation in the General Meeting The Company’s articles of incorporation do not contain any regulations which deviate from the legal stipulations. 6.1.6 Information on any rules which might be laid down in the articles of incorporation on the issue of instructions to the independent proxy The General Meeting elects an independent proxy, which can be a natural or legal entity or a partnership. The term ends at the end of the next ordinary General Meeting. Re-election is possible. The General Meeting can dismiss the independent proxy effective as of the end of the General Meeting. If the Company does not have an independent proxy, the Board of directors appoints one for the next General Meeting. The independent proxy must follow the voting instructions issued. If no explicit or concluding instructions are received, the independent proxy abstains from voting. The Board of directors can determine the requirements relating to representations and instructions. It can also define the criteria for valid instruction of the independent proxy. Furthermore, it can waive the requirement for a qualified electronic signature for electronic representations. The Board of directors ensures that the shareholders have the possibility to instruct the independent proxy on each of the proposals presented at the time of the convocation. It also ensures that shareholders have the possibility to issue general instructions i) on new proposals added to the agenda (including those on rejected remuneration proposals in accordance with art. 15 para. 3 of the articles of incorporation and (ii) on proposals relating to unannounced agenda items (proposal to convene an extraordinary general meeting or conduct a special audit). 6.2 statutory quorums The Company’s articles of incorporation do not contain any regulations which deviate from the legal stipulations. The General Meeting passes resolutions and carries out elections with the absolute majority of share votes represented, unless defined otherwise by law or the articles of incorporation. In the second round of election, the relative majority decides. In the event of a tie, the Chairman has the casting vote except for elections, where the result is decided by lot. 6.3 convocation of the general meeting of shareholders The Company’s articles of incorporation do not contain any regulations which deviate from the legal stipulations. Shareholders recorded in the share register are invited in writing and by publication in the Swiss Official Gazette of Commerce at least 20 days prior to the meeting. 6.4 inclusion of items on the agenda Shareholders representing shares with a par value of at least one million Swiss francs or 10% of the share capital can request to add a matter to the agenda for discussion. agenda items with proposals to the General Meeting must be submitted to the Company in writing, for the attention of the Board of directors, no more than 45 days before the date of the General Meeting. 6.5 inscription into the share register The Company only considers shareholders as such if they are entered in the share register. Shareholders are entitled to vote at the General Meeting provided they are recorded in the share register 30 days before the date of the General Meeting. No changes are made to the share register in the 30 days leading up to or on the date of the General Meeting. 7. changes of control 7.1 duty to make an offer There are no regulations in the articles of incorporation regarding opting out or opting up (art. 22 SESTa). 7.2 clauses on changes of control Options granted to the Board of directors, Executive Management or employees can be converted immediately in the event of a change of control. 81 CalIda Group Corporate governance report 2014 8. auditing body 8.1 duration of the mandate and term of office of the lead auditor 8.1.1 date of assumption of the existing auditing mandate Ernst & Young ltd, Zurich, was first appointed as the Company’s statutory auditors for one fiscal year at the General Meeting for the fiscal year 2006 (2 May 2007). The statutory auditors were re-elected for another year at the General Meeting for the fiscal year 2013. 8.1.2 date on which the lead auditor responsible for the existing auditing mandate took up office The auditor in charge of the audit engagement took office as engagement partner at the General Meeting for the 2013 fiscal year (13 May 2014). The auditor in charge is rotated every seven years in accordance with the maximum term allowed. The current term will expire at the General Meeting for the fiscal year 2020. 8.2 audit fees audit fees of approx. CHF 570k (allocated to the appropriate period) were payable to the statutory auditors Ernst & Young ltd for the audit of the separate and consolidated financial statements 2014. The non-recurring audit related fees amount to CHF 30k. 8.3 additional fees additional fees of CHF 45k were payable to Ernst & Young ltd for advisory services. 8.4 informational instruments pertaining to the external audit The audit & Risk Committee carries out an annual review of the performance, fees and independence of the statutory auditors. It recommends which statutory auditors should be proposed by the Board of directors to the General Meeting. The audit & Risk Committee assesses the work and the fees of the statutory auditors based on the comprehensive reports and audit reports prepared by the auditors, as well as verbal discussions. The audit & Risk Committee meets at least once each year with representatives of the external auditors. No members of Executive Management are permitted to attend such meetings. The audit & Risk Committee held one meeting with representatives of the statutory auditors over the course of the reporting period. 82 9. information policy CalIda Holding aG updates its stakeholders on the business development in annual and half-year reports. Shareholders recorded in the Company’s share register can request a copy of the annual report dated 31 december 2014. Requested reports are sent out with the invitation to the annual General Meeting. an electronic version is available on our website (see below) from 16 March 2015. Shareholders can request a copy of the half-year report in summer 2015. annual reports, half-year reports, ad hoc news, press releases, key dates, etc. can all be found online in the “Investors” section of www.calidagroup.com. Interested parties can also sign up to receive ad hoc news electronically. Printed documents and brochures can be ordered online at www.calidagroup.com, by e-mail from investor.relations@ calida.com, or from CalIda Holding aG, Investor Relations, P.O. Box, 6210 Sursee, +41 41 925 42 42. The Company announces price-sensitive facts in accordance with regulations of the SIX Swiss Exchange. calida holding aG Bahnstrasse CH–6208 Oberkirch Phone +41 41 925 45 25 Fax +41 41 925 42 84 www.calidagroup.com Postal address Investor Relations P.O. Box CH–6210 Sursee Phone +41 41 925 42 42 Fax +41 41 925 46 15 investorrelations@calida.com