dormakaba Annual Report 2020

FY2020 Annual Report · dormakaba
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dormakaba Holding AG

Annual Report

Group Management Report, 
 financial statements,  
governance and compensation

Financial Year

2019/20

dormakaba

Annual Report 2019/20

2

dormakaba

Annual Report 2019/20

3

dormakaba

Annual Report 2019/20

Letter to shareholders

4

Dear Shareholders,

Financial year 2019/20 was a year of two very different halves, which is reflected in our 

business performance and results. Whereas the first half-year was largely in line with 

expectations, the outbreak and spread of Covid-19 led to an unprecedented slump in 

business activity from February 2020 to the end of our financial year.

The resulting worldwide crisis has been unique, with both supply and demand heavily 

impacted at the same time in almost all industries, and it has forced companies, 

governments, and communities to take extensive, unparalleled measures. The pandemic and 

related restrictions – particularly the government-mandated blanket lockdowns – had a 

substantial negative effect on our business, leading to supply chain issues and a significant 

reduction in sales. Owing to our global presence in procurement, production and sales, 

dormakaba was affected by these measures right from the beginning.

Our top priorities throughout this pandemic have been business continuity and the health 

Riet Cadonau, Chairman & CEO

and safety of all our employees. Our company was early to implement a comprehensive 

crisis management with the aim to ensure that all employees remain safe and at the same 

time to minimize the impact on our business operations and supply chains, and thus on our 

customers. In addition, we also adjusted our financial management in order to retain our 

entrepreneurial flexibility and financial stability at all times.

Over the past months, many of our employees have worked under challenging conditions in 

production, logistics, and services to maintain the supply chain to our customers, others have 

been working under unfamiliar circumstances in the field or in home-office. I remain 

impressed with the way our employees are handling these challenges and continuing our 

business, but I am not surprised. Over the past years since the merger, we have attached 

great importance to building a strong corporate culture. In February 2020, shortly before the 

worldwide spread of Covid-19, we conducted our second worldwide employee survey 

“dormakaba dialogue”, to once again measure enablement and engagement of our 

employees. 80% of our employees used the opportunity to provide feedback. The global 

results show positive development across all 25 survey items against the first survey in 2018. 

One key strength continues to be that employees show a high level of commitment toward 

the dormakaba values in their ways of working, and that employees feel a strong sense of 

community in being “one dormakaba”. While there is still room for improvement, a sound 

culture is a strong asset to help us navigate these challenging times. Please read more on 

dormakaba dialogue in our 

2019/20 Sustainability Report
.

Since our merger in 2015, we have significantly improved our risk profile. Our company has 

gained scale, while remaining financially flexible and noticeably expanding our product 

portfolio and global presence. Therefore, today, we are well-positioned with our wide range 

of products, solutions, and services to address customer demand for smart and secure 

access to buildings and rooms. This includes the demand emerging from the pandemic for 

example in the area of seamless and touchless access solutions.

Nevertheless, it is evident that the Covid-19 pandemic will continue to impact our 

environment and business activities for the time being. Mastering the effects of the 

pandemic and doing everything that we can for dormakaba to come out stronger will be a 

marathon, not a sprint. It is inevitable that we have to reduce costs. To achieve this, various 

measures have already been taken to adjust capacities and costs in all segments and on 

corporate level. Unfortunately, measures also include a reduction of our global 

workforce. We do not do so lightly – however, to stay a healthy company with a solid 

financial profile, we need to take these steps.

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dormakaba

Annual Report 2019/20

Letter to shareholders

5

At the same time, we also need to invest to ensure business continuity, future 

competitiveness, and long-term profitable growth in the post-Covid-19 period. Our sound 

business and financial profile has enabled us to consistently execute initiatives to achieve our 

key strategic objectives even during the current crisis. It also allows us continued investment 

activity. While projects have been assessed again and re-prioritized, dormakaba continues to 

invest in innovation, digital transformation, and sustainability. Further, we intend to remain 

an active participant in the industry consolidation, which is likely to gain momentum again 

after the pandemic.

Business performance and results impacted by Covid-19

Following organic sales growth in the first half of financial year 2019/20 of 0.8% with an 

EBITDA margin at 15.5%, our company recorded negative organic sales growth of 14.3% and 

an EBITDA margin of 9.6% for the second half-year as a result of the Covid-19 pandemic. 

Consequently, results for the financial year 2019/20 as a whole were significantly lower than 

the previous-year figures, with organic sales growth of –6.9% and an EBITDA margin of 

12.8%. Beyond that, the strengthening of the Swiss franc over the course of the financial 

year had an additional negative currency translation effect on sales and EBITDA.

While all 

segments

 added to the decline in operating results, their performance varied. 

Segment performance in the second half of 2019/20 was overshadowed by the severity of 

the pandemic in individual countries. The sales decline was therefore most pronounced in the 

Key & Wall Solutions segment where in the Key Systems business unit all major production 

sites and end markets were impacted by Covid-19. However, even in this difficult business 

environment, the Movable Walls business unit was able to achieve organic sales growth and 

an improvement in profitability, which was driven by strong volume growth in the US 

market. Access Solutions (AS) APAC was hit first timewise by Covid-19, and countries within 

this segment like India experienced a 90% decline in sales between April and June 2020 

versus the previous year period. There was a strong negative impact on AS AMER as well. AS 

DACH was least impacted by the regional lockdown, with Switzerland and Germany even 

experiencing organic sales growth for the full year 2019/20, while the impact on AS EMEA 

was somewhere in-between.

To further address the ongoing Covid-19 pandemic-related substantial volume contraction 

and to maintain operational and financial efficiency, dormakaba has initiated a Group-wide 

cost savings and restructuring program in the fourth quarter of 2019/20. Measures include a 

sizeable headcount reduction, mainly in manufacturing in Asia and the Americas, to adjust 

capacities due to lower demand. Overall, up to 1,300 full-time equivalents are affected, of 

which around 900 were already reduced by the end of June 2020. Costs of the program are 

expected to amount to CHF 26 million, of which CHF 12 million have already been expensed 

in financial year 2019/20.

Net profit was 35.0% lower compared to the previous year at CHF 164.1 million, primarily 

because of the decline in operating profit. Based on an unchanged dividend policy to 

envisage a payout ratio of minimum 50% of consolidated net profit after minority interests, 

the Board of Directors proposes that CHF 10.50 per share be paid out for the financial year 

2019/20, down from the CHF 16.00 per share paid for the previous year. The reduction in 

dividend is in line with the decline in net profit.

Early in the pandemic, dormakaba introduced measures aimed at improving cash flow, 

following the “cash is king” principle. One particularly successful measure was to reduce 

outstanding trade receivables by more than CHF 100 million. This has led to a noteworthy 

improvement in net working capital and supported net debt development from CHF 836.1 

million as of 31 December 2019 to CHF 667.7 million as of 30 June 2020. Leverage (ratio of 

net debt to EBITDA) thus remained solid at 2.1x despite the strain caused by the crisis. 

Another key element of dormakaba’s financial stability is the availability of sufficient 

committed credit lines. These are solid, with an unused amount of more than CHF 500 

million at the end of the financial year 2019/20.

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dormakaba

Annual Report 2019/20

Letter to shareholders

6

Continued strong focus on sustainability

The Covid-19 pandemic illustrates how important sustainability factors like health at 

workplaces and social responsibility are for our company and our communities. At the same 

time, we continue to face a global climate challenge with serious impacts for people and all 

the natural systems that sustain us. In the face of these interconnected challenges, we 

cannot afford only to tackle one or the other. We can – and must – tackle both. That is why 

dormakaba committed to fostering sustainable development along our value chain in line 

with our economic, environmental, and social responsibilities, and to the UN Sustainable 

Development Goals. Despite the challenges and disruptions brought by the pandemic we 

have remained steadfast in our sustainability activities and have again made good progress 

on achieving our communicated targets. Please find detailed information on our 

sustainability initiatives in our 

2019/20 Sustainability Report
.

In the period under review, we have also strengthened our sustainability governance by 

developing and bringing into force a Sustainability Charter, which clearly outlines the 

responsibilities and contributions expected from all levels of the business. For example, 

accountabilities are now also attributed on Board of Directors’ level, with the Chairman 

being mandated to monitor and evaluate the implementation of the sustainability strategy 

and the sustainability risks and opportunities. 

Our efforts and progress in sustainability have been acknowledged by independent experts 

in this field. In December 2019, we have been awarded a 

gold medal for sustainability by 

EcoVadis

, placing us in the top 5% of our assigned sector.

Changes in the Executive Committee

In the period under review, we announced various changes in the Executive Committee. As of 

1 January 2020, Steve Bewick (53) has taken over as 

Chief Operating Officer for the 

segment AS EMEA

. After joining our company on 1 April for a three-month onboarding 

period, Alex Housten (39) has taken over as 

Chief Operating Officer for the segment AS 

AMER

 as of 1 July 2020. In addition, with Chief Manufacturing Officer Jörg Lichtenberg 

leaving dormakaba on 30 June 2020, it was decided to discontinue the Chief Manufacturing 

Officer role. Over four years after the merger, the company’s new operating model is well 

established which allows management to reassign the Chief Manufacturing Officer’s 

respective responsibilities within the organization.

Sabrina Soussan new Chief Executive Officer as of 1 April 2021

Following a thorough search process, the Board of Directors has appointed 

Sabrina Soussan 

to be my successor as Chief Executive Officer

. She combines strong leadership and 

interpersonal skills, profound industrial knowledge and a successful track record of growing 

businesses profitably. Along with my colleagues of the Board of Directors, I am convinced 

that, with her global business experience, her know-how in the field of technology and her 

drive for innovation as well as her authentic personality, she is an excellent fit for dormakaba 

and has everything it takes to successfully advance our business. With a view to ensuring a 

smooth transition, Sabrina Soussan will join dormakaba at the beginning of 2021 as a 

member of the Executive Committee and assume the CEO function on 1 April 2021. With 

this, in line with previous communications, my dual mandate as Chairman and CEO will end.

Annual General Meeting on 20 October 2020

As announced in September 2019, Rolf Dörig, member of the Board of Directors of 

dormakaba since 2004 and Vice-Chairman from 2006 to 2018, has decided to retire from 

the Board at the next Annual General Meeting on 20 October 2020. The Board of Directors 

is proposing 

John Liu to be elected as a new member

. Over the course of his career, John Liu 

held several leadership positions in businesses driven by digitalization and thus is a 

recognized digital technology expert with in-depth knowledge of Asian markets. All other 

members of the Board of Directors will stand for re-election for another one-year term of 

office, with myself as Chairman and Hans Hess as Vice-Chairman and Lead Independent 

Director.

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dormakaba

Outlook

Annual Report 2019/20

Letter to shareholders

7

Financial performance in the months of June and July 2020 indicate an improvement of the 

economic environment for dormakaba’s businesses compared with the very weak months of 

April and May 2020. While some important countries for dormakaba continue to suffer from 

negative Covid-19 impacts, other important countries show resilience and an improved 

business performance.

However, due to the ongoing Covid-19 pandemic, global business visibility is still very limited. 

Geopolitical risks like the ongoing trade conflicts create additional uncertainty.

Under the assumption that Covid-19 or geopolitical tensions will not create additional 

significant deterioration of the business environment, dormakaba expects for the first 

quarter of financial year 2020/21 to outperform financial results of the fourth quarter of 

2019/20, both in terms of organic growth and EBITDA margin. Based upon the same 

framework, expectation for the first half of financial year 2020/21 is to outperform second 

half of financial year 2019/20.

Due to the lack of visibility to the further course of business dormakaba does not provide 

any additional financial and business guidance for the financial year 2020/21 and beyond.

Thanks

The past financial year was an unprecedented year for all of us. The Covid-19 pandemic has 

significantly affected the way we live, work, and interact with each other. I want to thank 

our team – the Board of Directors, the Executive Committee and all dormakaba employees 

– for their steadfast focus in navigating dormakaba through these challenging times as a

healthy, stable company.

On behalf of the Board of Directors and the Executive Committee, I thank our customers 

and partners for the continued productive collaboration and the openness to interact in new 

ways. Our thanks also go to all shareholders who continue to support dormakaba. We 

appreciate that even in these challenging times you are endorsing the strategic direction of 

dormakaba. I am confident that dormakaba has the strong foundation necessary to 

continue mastering this ongoing crisis while enhancing future competitiveness and long-

term profitable growth.

Stay healthy.

Sincerely yours,

Riet Cadonau

Chairman & CEO

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dormakaba

Annual Report 2019/20

Business performance

8

2019/20 in brief 

• Consolidated net sales of CHF 2,539.8 million 

• Organic sales decrease of 6.9%

• EBITDA reaches CHF 325.0 million, with an EBITDA margin of 12.8% 

• Net profit of CHF 164.1 million 

• Dividend proposal of CHF 10.50 per share in accordance with dividend policy

dormakaba worldwide

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dormakaba

Annual Report 2019/20

Business performance

9

Segment Access Solutions AMER

Organic sales and profitability heavily impacted by Covid-19 pandemic

Operational performance

AS AMER achieved total sales of CHF 755.3 million in the financial year 2019/20. Organic 

sales decreased 8.1% compared to the previous year. Segment EBITDA reached CHF 128.1 

million (previous year CHF 168.1 million), the EBITDA margin was at 17.0% (previous year 

20.6%).

While the business recorded organic growth in the first half of financial year 2019/20, 

organic sales and profitability were heavily influenced by the Covid-19 pandemic in the 

second half. Impact was driven by the contraction of operational capacity that came as a 

result of government-mandated manufacturing site closures and restrictions on 

manufacturing employee density. While in the United States these impacts were short in 

duration, the manufacturing sites in Canada, Mexico, and Brazil experienced material, 

unfavorable capacity impact in the period. In addition to capacity impact, the Covid-19 

pandemic resulted in increased shipping costs and challenges with supply chain component 

availability.

The segment’s performance was still impacted by challenges in its hollow metal door 

dormakaba news

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business (Mesker), which continued to affect both the top line and profitability. While the 

technical issues had been resolved early on in the period under review, the business 

performance remains under pressure, as Covid-19 risk management measures slowed 

efforts.

Despite favorable price realization, procurement savings, a positive M&A effect from the 

acquisition of Alvarado, as well as cost measures including lower discretionary spending and 

reduced personnel costs, the strong volume contraction resulted in a lower EBITDA margin.

As part of the Group-wide cost savings and restructuring program to address the ongoing 

Covid-19 pandemic-related substantial volume contraction and to maintain operational and 

financial efficiency, AS AMER in the fourth quarter of financial year 2019/20 has initiated 

specific measures to adjust capacities and costs. Measures include a reduction of around 150 

full-time equivalents. This comprises responsible and necessary headcount reductions across 

multiple AS AMER entities with the objective to shift job duties and to automate processes 

and the further consolidation of smaller manufacturing and distribution sites, while 

maintaining commitment to key strategic priorities such as new digital product development 

and the advancement of the dormakaba brand.

Market development

In the first half of 2019/20, growth in AS AMER was driven by Door Hardware, Safe Locks, 

Interior Glass Systems, and the Lodging Systems business in North America. Latin America 

contributed to growth as well, driven by an improvement in Mexico.

However, sales in the second half of 2019/20 were heavily impacted by the Covid-19 

pandemic. Revenue contracted for all countries and product clusters, as sales development 

was harmed by project execution constraints resulting from lockdowns in individual 

locations. Markets experienced sequential order rate improvement beginning in April 2020 

and extending through the end of the reporting period. While construction site activities in 

the US resumed normal levels by the end of the financial year 2019/20, US interstate travel 

restrictions continue to limit service and installation activities.

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dormakaba

Annual Report 2019/20

Business performance

10

Beyond Door Hardware and Electronic Access & Data, which were negatively impacted most 

in terms of volume by the Covid-19 pandemic, the Lodging Systems business has experienced 

notable impact, as this product cluster is tightly connected to the strength of the hospitality 

industry. However, given the segment’s innovative Lodging product portfolio, including 

wireless devices and mobile key solutions, as well as touchless solution synergies with other 

product cluster offerings, dormakaba is well positioned to support health-oriented hotel 

facility improvement and participate in market recovery.

Outlook

Assuming no further disruptions related to Covid-19, AS AMER expects a sequential 

improvement in the first quarter of financial year 2020/21 versus the fourth quarter of 

financial year 2019/20. However, there will be still a negative impact of Covid-19 in financial 

year 2020/21. Therefore, sales for the first half of financial year 2020/21 will be below 

previous year’s period which was not affected by Covid-19.

The segment will continue to drive operational efficiency and reduce its cost base to 

compensate for lower demand. Initiatives to maximize benefits of scale and assure 

integration synergies will be prioritized, as these steps also support positive capability 

development to serve customers.

The Covid-19 era will disrupt customary practices in the access solutions marketplace. 

Access and credentialing policies across all vertical end markets will be strengthened, with 

emphasis on adaptability, versatility, and health. As such, the segment believes it is well-

equipped with key products and interoperable solutions to realize the growth potential in the 

area of seamless and touchless access solutions. Furthermore, the segment is expected to 

capitalize on targeted technology investments made over recent years with successful 

launch of new and innovative products. The most recent example is 

Switch Tech

, a highly 

durable, digital lock replacement for small-format interchangeable cores. This device 

replaces a traditional mechanical lock cylinder and extends electronic access control and 

mobile credentials to the simple mechanical doorway.

Alex Housten assumed responsibility as COO of AS AMER on 1 July 2020 after an 

onboarding period of three months. He and his team will focus on strategic investments and 

efficiencies to support sustainable profitable growth. In addition, priorities will be to further 

strengthen relationships with key customers and build the dormakaba brand reputation and 

trust in the key market USA.

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dormakaba

Annual Report 2019/20

Business performance

11

Key figures - segment AS AMER

CHF million, 
except where indicated

Net sales third parties

Intercompany sales

Total segment sales

Change in segment sales

Of which translation exchange differences

Of which acquisition (disposal) impact

Of which organic sales growth

Operating profit before 
depreciation and amortization 
(EBITDA)

Average number of full-time equivalent 
employees

Segment sales (in CHF million) - AS AMER

Financial year ended 
30.06.2020

%  

Financial year ended 
30.06.2019

%  

 720.4 

 34.9 

 755.3 

–61.4

–18.6

23.8

–66.6

–7.5  

–2.3  

2.9  

–8.1

 783.7 

 33.0 

 816.7 

–11.7

12.8

–10.0

–14.5

–1.4  

1.6  

–1.2  

–1.8  

Change on
previous year 
in %

–8.1

–7.5

 128.1 

17.0  

 168.1 

20.6  

–23.8

 2,811 

 2,875 

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dormakaba

Annual Report 2019/20

Business performance

12

Segment Access Solutions APAC

Despite strong negative impact from Covid-19 pandemic on sales, 
EBITDA margin kept at a good level

Operational performance

AS APAC achieved total sales of CHF 402.4 million in the financial year 2019/20. Organic 

sales for the full financial year 2019/20 were 8.5% below previous year’s level as the second 

half of 2019/20 was severely impacted by the outbreak of the Covid-19 pandemic. Segment 

EBITDA reached CHF 54.8 million, which is 20.5% lower than a year earlier (CHF 68.9 

million). Nevertheless, the EBITDA margin was at 13.6% (previous year 14.9%) as effective 

cost management, reduction of personnel expenses, efficiency improvements, and a 

favorable product mix could to some extend offset the negative effects of substantially 

lower volume.

As part of the Group-wide cost savings and restructuring program to address the ongoing 

dormakaba Blog Editor's Choice

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Covid-19 pandemic-related substantial volume contraction and to maintain operational and 

financial efficiency, AS APAC has initiated specific measures to adjust capacities and costs. 

Measures impact all regions of AS APAC and will include a reduction of around 500 full-time 

equivalents, most of this being effective already at the end of financial year 2019/20.

Market development

In AS APAC, the second half of the financial year 2019/20 was heavily impacted by the 

Covid-19 pandemic and its fallout.

The major impact in the third quarter of 2019/20 came from China, where the lockdown in 

various provinces had a strong negative impact on local demand, whereas production and 

supply chain could be maintained at a reasonable level. The commercial business, which is a 

major driver for the segment’s performance in China, held up well in 2019/20 versus a strong 

basis from previous year despite the Covid-19 impact. Therefore, organic sales for China for 

the financial year 2019/20 were only slightly below previous year.

In the fourth quarter of 2019/20, all major markets across ASEAN region were severely 

impacted by Covid-19, which not only led to lower local demand but also to bottlenecks in 

production and supply chain. The biggest negative impact for the business from Covid-19 

was attributable to region South Asia, especially India. Fourth quarter sales of our 

organization in India came close to a standstill being down by roughly 90% compared to 

previous years’ level. However, the Pacific region and particularly Australia have yet been less 

affected by the impact of Covid-19 and even experienced organic sales growth for the 

financial year 2019/20, with growth supported by a strong Services business.

Similarly to previous year, sales were still impacted by the ongoing trade conflict between 

China and the USA, which negatively affects dormakaba’s OEM business in China (Wah 

Yuet) for the US market. AS APAC has initiated countermeasures such as starting to shift 

capacity to Chinese domestic customers and insourcing production to compensate the top-

line shortfall.

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dormakaba

Outlook

Annual Report 2019/20

Business performance

13

Barring newer waves of Covid-19 outbreaks, AS APAC expects an improvement in the first 

half of financial year 2020/21 versus the second half of financial year 2019/20. However, 

there will be a continued negative impact of Covid-19 as some regions are still in lockdown 

respectively hit by a second wave of the coronavirus such as Australia. Therefore, sales for 

the first half of 2020/21 will be below a comparable base that was not affected by Covid-19.

The segment will continue to adjust its cost base to compensate for lower demand due to 

the fallout of the Covid-19 pandemic.

The segment will focus on new and innovative products, like dormakaba 9160, a new face 

recognition terminal, which can be easily integrated with automatic doors or physical access 

systems thus enabling touchless access to buildings and rooms. This terminal will be 

launched in China in the first half of the financial year 2020/21 and for further markets in 

the second half of 2020/21.

Another product particularly attractive for the Chinese market is IC 800, a cost-effective 

digital door lock with basic fingerprint functions for the retail and project channel which will 

be launched in the financial year 2020/21.

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Key figures - segment AS APAC

CHF million, 
except where indicated

Net sales third parties

Intercompany sales

Total segment sales

Change in segment sales

Of which translation exchange differences

Of which acquisition (disposal) impact

Of which organic sales growth

Operating profit before 
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employees

Segment sales (in CHF million) - AS APAC

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–13.2

–13.0

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%  

Financial year ended 
30.06.2019

%  

 378.2 

 24.2 

 402.4 

–59.9

–20.6

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–39.3

–12.9  

–4.4  

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–8.5  

 435.8 

 26.5 

 462.3 

–5.7

–12.0

–11.0

17.3

–1.2  

–2.5  

–2.4  

3.7  

 54.8 

13.6  

 68.9 

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–20.5

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dormakaba

Annual Report 2019/20

Business performance

14

Segment Access Solutions DACH

Overall negative impact from Covid-19 pandemic

Operational performance

AS DACH generated total sales of CHF 791.9 million in the financial year 2019/20. Following 

moderate organic sales growth in the first half of 2019/20, the segment reported an organic 

sales decline of 3.5% for full financial year 2019/20 due to the negative impact of the 

Covid-19 pandemic.

EBITDA stood at CHF 129.3 million which represents a 15.8% decrease compared to previous 

year (CHF 153.6 million). The EBITDA margin was at 16.3% (previous year 17.8%). The 

segment was able to compensate the negative volume impact partly by benefiting from its 

performance-based program started in financial year 2018/19 to further improve 

competitiveness. This was supplemented by effective cost management, efficiency 

improvements, procurement savings, and final merger synergies.

As part of this performance-based program, the segment initiated profitability measures to 

improve its German site in Ennepetal such as strengthening the management and improving 

the supply chain as well as the level of automatization and flexibilization of production. In 

addition, it comprises opportunities to convert personnel from indirect to direct labor and 

the introduction of flexible production experts’ teams. These initiatives will lead to 

headcount reduction of around 100 full-time equivalents by the end of financial year 

2020/21.

As part of the Group-wide cost savings and restructuring program to address the ongoing 

Covid-19 pandemic-related volume contraction and to maintain operational and financial 

efficiency, AS DACH in the fourth quarter of financial year 2019/20 has initiated specific 

measures to adjust capacities and costs. It comprises the rightsizing of the German 

production facilities in Bad Salzuflen and Buehl to address lower volumes and price 

pressures in the market. Initiatives have already started in the financial year 2019/20 and 

will include headcount reductions of another around 100 full-time equivalents predominately 

until end of financial year 2021/22.

Market development

The business experienced organic sales growth for the first nine months of the financial year 

2019/20; the third quarter particularly benefited from the reduction of the backlog of 

project business in Germany. However, this could not offset the strong negative impact of 

the Covid-19 pandemic in the fourth quarter of financial year 2019/20, which particularly 

impacted April and May 2020, while June 2020 was on previous year's level.

Switzerland was able to deliver organic growth in the financial year 2019/20 which was 

driven by the Product Clusters Electronic Access & Data and Mechanical Key Systems. Sales 

in the German market were slightly above last years’ level, whereas the segments’ plants 

suffered from the global shortfall of intercompany demand due to Covid-19.

The Covid-19 impact was by far most pronounced for Austria, which experienced a decline in 

sales for the financial year 2019/20. This is due to the country’s full lockdown during which 

major construction companies closed all sites for several weeks.

Since the Door Hardware production sites in Singapore, Melaka (Malaysia) and Suzhou 

(China) belong to AS DACH, there was a substantial negative impact on sales and margins 

for the segment because of lower intercompany demand for global door hardware products 

due to Covid-19, which impacted capacity utilization at these sites. On a more positive note, 

the segment was able to ensure its supply chain continuity despite several regional 

lockdowns at its major production sites.

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dormakaba

Outlook

Annual Report 2019/20

Business performance

15

Assuming no further disruptions related to Covid-19, AS DACH expects a sequential 

improvement in the first quarter of financial year 2020/21 versus the fourth quarter of 

financial year 2019/20. However, there will be still a negative impact of Covid-19 due to 

lower global intercompany demand for its main product range. Therefore, sales for the first 

half of financial year 2020/21 will be below previous year’s period which was not affected by 

Covid-19.

The segment expects to maintain its bottom line by efficiency improvements and benefits 

from its cost savings and restructuring programs as well as the execution of its 

performance-based program.

The segment will continue to focus on the introduction of new and innovative products such 

as the new self-boarding gate dormakaba ARGUS AIR. This product combines dormakaba’s 

latest design-oriented sensor barriers (

Argus

) with biometric control allowing for touchless 

access and will be launched in the second quarter of the financial year 2020/21. In addition, 

the segment will introduce a new generation of highly performing sliding doors and 

strengthen, driven by current market demand, the marketing efforts on its product portfolio 

based on touchless access solutions.

Key figures - segment AS DACH

CHF million, 
except where indicated

Net sales third parties

Intercompany sales

Total segment sales

Change in segment sales

Of which translation exchange differences

Of which acquisition (disposal) impact

Of which organic sales growth

Operating profit before 
depreciation and amortization 
(EBITDA)

Average number of full-time equivalent 
employees

Segment sales (in CHF million) - AS DACH

Financial year ended 
30.06.2020

%  

Financial year ended 
30.06.2019

%  

 501.4 

 290.5 

 791.9 

–71.1

–32.6

–8.7

–29.8

–8.2  

–3.7  

–1.0  

–3.5  

 534.4 

 328.6 

 863.0 

10.6

–12.9

0.0

23.5

1.2  

–1.6  

0.0  

2.8  

Change on
previous year 
in %

–6.2

–8.2

 129.3 

16.3  

 153.6 

17.8  

–15.8

 3,452 

 3,481 

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dormakaba

Annual Report 2019/20

Business performance

16

Segment Access Solutions EMEA

Sales and profitability negatively impacted by Covid-19 pandemic

Operational performance

AS EMEA generated total sales of CHF 696.1 million in the financial year 2019/20. Organic 

sales for the full year were impacted by the Covid-19 pandemic with 5.7% below previous 

year’s level despite organic growth during the first nine months of the financial year 

2019/20. Segment EBITDA reached CHF 45.5 million, which is 19.8% lower than a year earlier 

(CHF 56.7 million).

The EBITDA margin reached 6.5% (previous year 7.3%). Volumes dropped substantially 

during the last four months of the financial year as a consequence of the Covid-19 

pandemic. Strong cost management, reduction of personnel expenses (including furlough 

compensation and overtime reduction), efficiency improvements, and procurement savings 

could partly offset the negative volume impact.

As part of the Group-wide cost savings and restructuring program to address the ongoing 

Covid-19 pandemic-related volume contraction and to maintain operational and financial 

efficiency, AS EMEA has adjusted its market organizations with an overall headcount 

reduction of around 150 (around 5% of total AS EMEA headcount) through the consolidation 

of certain regional support functions and business model alignments.

Market development

AS EMEA experienced organic growth in the first nine months of the financial year 2019/20 

dormakaba Blog Editor's Choice

which was driven by high single-digit growth rates in most markets in Central & Eastern 

Europe as well as double digit growth in Turkey. The UK and Benelux as well as South Europe 

also contributed to organic growth in the first nine months, the latter region with both solid 

product and project business activity in France.

All markets were to some degree negatively impacted by the Covid-19 pandemic during the 

last four months of financial year 2019/20. The Covid-19 impact was significant in South 

Europe in countries such as Italy, France and Spain, followed by UK and Benelux (where only 

Netherlands continued to achieve solid growth), in Middle East & Africa and Central & 

Read more

Eastern Europe (especially Russia), whereas the Covid-19 impact in Scandinavia was less 

pronounced. Even stable business activities such as Services were negatively impacted due 

to restricted access to customer premises during lockdown.

Overall, for the financial year 2019/20, the region Central & Eastern Europe continued to 

deliver solid growth in most markets except Russia. In addition, Saudi Arabia, Finland and 

Netherlands were other countries with growth despite Covid-19.

Outlook

Assuming no further disruptions related to Covid-19, AS EMEA expects a gradual 

improvement in the first quarter of financial year 2020/21 (as compared to the fourth 

quarter of financial year 2019/20) with the completion of previously delayed projects and 

stronger products sales. There will continue to be a negative impact of Covid-19 during the 

financial year 2020/21 with the return to stable business as individual countries open up post 

lockdown. Therefore, sales for the first half of financial year 2020/21 are expected to be 

lower than previous year.

As of 1 January 2020, the segment is led by a new COO, Steve Bewick. Steve and his team 

have successfully addressed structural issues in Scandinavia, and EBITDA in Sweden has 

significantly improved. The Norwegian business will improve operational efficiency through 

the 

divestment of its project installation business

 as well as enhanced business model. The 

divestment includes approximately 80 employees and is expected to close end of August 

2020.

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dormakaba

Annual Report 2019/20

Business performance

17

The segment will continue to introduce new and innovative solutions, such as an automatic 

door system that uses 3D and thermal imaging to control the flow of people in stores and 

meets the legal requirements of several countries imposed as a result of the Covid-19 

pandemic. This innovative solution was developed in only two months and launched in June 

2020. AS EMEA has already received a major order in the UK, which also includes a service 

component.

Key figures - segment AS EMEA

CHF million, 
except where indicated

Net sales third parties

Intercompany sales

Total segment sales

Change in segment sales

Of which translation exchange differences

Of which acquisition (disposal) impact

Of which organic sales growth

Operating profit before 
depreciation and amortization 
(EBITDA)

Average number of full-time equivalent 
employees

Segment sales (in CHF million) - AS EMEA

Financial year ended 
30.06.2020

%  

Financial year ended 
30.06.2019

%  

 585.2 

 110.9 

 696.1 

–81.7

–37.4

0.2

–44.5

–10.5  

–4.8  

0.0  

–5.7  

 660.7 

 117.1 

 777.8 

–4.1

–22.3

3.0

15.2

–0.5  

–2.8  

0.4  

1.9  

Change on
previous year 
in %

–11.4

–10.5

 45.5 

6.5  

 56.7 

7.3  

–19.8

 3,468 

 3,408 

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dormakaba

Annual Report 2019/20

Business performance

18

Segment Key & Wall Solutions

Despite strong negative impact from Covid-19 pandemic on sales, 
EBITDA margin kept at a good level

Operational performance

While the Key Systems Business Unit was severely affected by the pandemic, the Movable 

Walls Business Unit recorded sales and profitability above the previous year. Overall, the 

segment Key & Wall Solutions generated total sales of CHF 351.4 million in the financial year 

2019/20, representing a year-on-year organic sales decline of 8.9%. EBITDA stood at 

CHF 50.5 million, 19.8% below previous year; the EBITDA margin came to 14.4% (previous 

year 15.7%).

While the segment experienced organic sales growth of 2.8% in the first half of the financial 

year 2019/20, both organic sales and profitability came heavily under pressure by the 

Covid-19 pandemic in the second half of 2019/20.

The EBITDA margin for the financial year 2019/20 was impacted by lower volume. Therefore, 

the segment has initiated swift mitigation measures to adjust costs for the lower volumes, 

including lower discretionary spending and the reduction of personnel expenses.

As part of the Group-wide cost savings and restructuring program to address the ongoing 

Covid-19 pandemic-related substantial volume contraction and to maintain operational and 

financial efficiency, Key & Wall Solutions in the fourth quarter of financial year 2019/20 has 

initiated specific measures to adjust capacities and costs. Measures include overall 

headcount reductions of around 350 full-time equivalents, which mainly consists of the 

rightsizing of its North American Key Systems business and further headcount reductions in 

Latin America, in India, in Malaysia and in Germany.

Market development

The Key Systems Business Unit

 was heavily impacted by the Covid-19 pandemic in the 

second half of 2019/20. April and May 2020 in particular were impacted by a sales decline of 

more than 60%, as major production sites in the US, in Italy, India, Columbia and Peru were 

unexpectedly and temporarily closed. Furthermore, regional lockdowns in most of the major 

business markets led to a significant decline in demand, which was particularly pronounced 

in India and Latin America. Sales were also impacted by an unprecedented slump in the 

global automotive industry, which is an important customer for the segment. However, the 

business unit saw sales increase in June 2020 above the low levels of May and April.

The Movable Walls Business Unit

 was impacted by a temporary shutdown of its major 

production sites in Canada and Malaysia, with the latter impacting particularly the sizeable 

Australian business. Moreover, customers have postponed some major projects due to 

regional lockdowns. Despite this challenging environment, the Movable Walls Business Unit 

achieved good organic growth in the financial year 2019/20, especially based on a strong 

performance of its US-based Modernfold business. The EBITDA margin in the financial year 

2019/20 increased as well. The margin improvement was supported by a positive 

contribution from measures to increase the automatization of the production site in Ocholt 

(Germany) as well as by a strong performance of the Modernfold and Skyfold (Canada) 

businesses.

dormakaba news

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dormakaba

Outlook

Annual Report 2019/20

Business performance

19

Assuming no further disruptions related to Covid-19, the segment expects a sequential 

improvement in the first quarter of financial year 2020/21 versus the fourth quarter of 

financial year 2019/20 due to the suspension of regional lockdowns and because major end-

consumer markets such as the automotive industry are showing first signs of 

recovery. However, there will be still a negative impact of Covid-19 on individual countries in 

financial year 2020/21. Therefore, sales for the first half of financial year 2020/21 for the 

segment will be below previous year’s period which was not affected by Covid-19.

Sales in the Movable Walls business are expected to be driven both by good order intake and 

by a strong backlog of projects that could not be finalized in the financial year 2019/20.

Key & Wall Solutions will continue to adjust its cost base to compensate for lower demand. 

Additional cost savings and restructuring measures are in preparation and will put in place 

dependent on the economic development and on the duration and severity of the impact of 

the Covid-19 pandemic.

The segment sees growth potential for new products such as cost-effective automated 

movable walls which will be launched in autumn 2020. Key Systems is expected to further 

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benefit from new digital solutions, including “

MyKeys Safe

”, a digital wallet for residential 

and automotive keys that offers end users support for lost key situations, that has been 

successfully launched in 2019/20.

Key figures - segment Key & Wall Solutions

CHF million, 
except where indicated

Net sales third parties

Intercompany sales

Total segment sales

Change in segment sales

Of which translation exchange differences

Of which acquisition (disposal) impact

Of which organic sales growth

Operating profit before 
depreciation and amortization 
(EBITDA)

Average number of full-time equivalent 
employees

Financial year ended 
30.06.2020

%  

Financial year ended 
30.06.2019

%  

 340.2 

 11.2 

 351.4 

–50.5

–14.6

0.0

–35.9

–12.6  

–3.7  

0.0  

–8.9  

 388.0 

 13.9 

 401.9 

14.4

–1.6

7.5

8.5

3.7  

–0.4  

1.9  

2.2  

Change on
previous year 
in %

–12.3

–12.6

 50.5 

14.4  

 63.0 

15.7  

–19.8

 2,188 

 2,296 

Segment sales (in CHF million) - Key & Wall Solutions

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dormakaba

Annual Report 2019/20

Financial performance

20

Overview

The company’s business performance and results for the financial year 2019/20 reflect a 

year of two very different halves. Whereas the first half-year was largely in line with 

expectations, the outbreak and spread of Covid-19 led to an unprecedented slump in 

business activity both on the supply and demand side from February 2020 until the end of 

the financial year. The pandemic and related restrictions – particularly the government-

mandated blanket lockdowns – had a substantial negative effect on supply and business, 

leading to a significant reduction in sales. Owing to its global presence in procurement, 

production, and sales, dormakaba was affected by these measures right from the start of 

the pandemic. As a result, the company recorded negative organic sales growth of 14.3% for 

the second half of the financial year 2019/20, consequently, organic sales for the financial 

year 2019/20 as a whole were with –6.9% below previous year. Beyond that, the 

strengthening of the Swiss franc over the course of the financial year had an additional 

negative currency translation effect on net sales. 

To cope with the emerging Covid-19 pandemic, dormakaba was early to implement a 

comprehensive crisis management. The aim has been to ensure the health and safety of all 

employees and at the same time to minimize the impact on business operations and supply 

chains, and thus on customers. In parallel, dormakaba has adjusted its financial 

management in order to retain its entrepreneurial flexibility and financial stability at all 

times during the pandemic. dormakaba introduced measures aimed at improving cash flow, 

following the “cash is king” principle. To further address the ongoing Covid-19 pandemic-

related substantial volume contraction and to maintain operational and financial efficiency, 

dormakaba has initiated a Group-wide cost savings and restructuring program in the fourth 

quarter of financial year 2019/20. Measures include a sizeable headcount reduction, mainly 

in manufacturing in Asia and the Americas, due to lower demand. Overall, up to 1,300 full-

time equivalents are affected, of which around 900 were already reduced by the end of June 

2020. Costs of the program are expected to amount to CHF 26 million, of which CHF 12 

million have already been expensed in financial year 2019/20.

Sales

Following organic sales growth in the first half of financial year 2019/20 of 0.8%, the 

business in the second half was impacted by the Covid-19 pandemic which resulted in a 

slump in organic sales growth of –6.9% for the full financial year 2019/20. Consolidated net 

sales for the financial year 2019/20 were also impacted by a negative effect from currency 

translation of 3.7% (CHF 104.3 million), due to the strengthening of the Swiss franc in the 

reporting period versus previous financial year. Portfolio adjustments increased sales growth 

by 0.7% (CHF 19.0 million) as acquisitions made in the reporting period were slightly larger 

than divestments. Overall, consolidated net sales amounted to CHF 2,539.8 million (previous 

year CHF 2,818.3 million), a decline by 9.9% (CHF 278.5 million).

Profitability

The decline in sales and lower volumes due to the Covid-19 pandemic impacted profitability 

in the period under review as reflected in both a lower gross margin and a lower EBITDA 

margin. The gross margin for the reporting period was at 41.1% (previous year 42.1%). 

EBITDA decreased by 27.5% to CHF 325.0 million compared to CHF 448.0 million in the 

previous year. EBITDA was also negatively impacted by currency translation effects by an 

amount of CHF 16.0 million which was partly compensated by a positive effect from 

portfolio adjustments of CHF 9.3 million on EBITDA.

–6.9%

organic sales growth

12.8%

EBITDA margin

CHF 10.50

dividend per share

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dormakaba

Annual Report 2019/20

Financial performance

21

The EBITDA margin declined to 12.8%, compared to 15.9% in the previous year and 

compared to a 15.5% EBITDA margin in the first half of the financial year 2019/20. In 

addition to the lower volumes, extraordinary non-recurring costs for restructuring and some 

other projects impacted the reporting period. These effects overcompensated 

improvements in operational efficiencies, final merger-related cost synergies, positive 

acquisition and divestment effects, and lower raw material costs.

EBIT decreased by CHF 121.8 million to CHF 253.2 million (previous year CHF 375.0 million), 

and the EBIT margin was at 10.0% compared to 13.3% in the previous year.

While all segments added to the decline in operating results, their performance varied. 

Segment performance in the second half of financial year 2019/20 was overshadowed by 

the severity of the Covid-19 pandemic in individual countries. The sales decline was most 

pronounced in the 

Key & Wall Solutions

 segment. 

AS APAC

 was hit first by Covid-19, already 

in February 2020, and countries within this segment like India experienced a 90% sales 

decline between April and June 2020 versus previous year period. There was a strong 

negative impact on 

AS AMER

 as well. 

AS DACH

 was least impacted by Covid-19 and regional 

lockdowns, with Switzerland and Germany even experiencing organic sales growth for the 

full year 2019/20, while the impact on 

AS EMEA

 was somewhere in-between.

Financial result, profit before taxes, and income taxes

The net financial result for the reporting period was slightly better at CHF –42.0 million 

(previous year CHF –42.3 million) as interest expenses declined due to ongoing amortization, 

lower interest rates and reduced USD/EUR and USD/CHF interest rate spreads. These 

effects overcompensated higher debt due to acquisitions and due to a base effect, as 

previous year’s result from associates was slightly inflated by a positive contribution from 

the divestment of the ISEO minority participation (closed on 15 October 2018).

Profit before taxes decreased to CHF 211.2 million (previous year CHF 332.7 million). Income 

taxes for the reporting period amounted to CHF 47.1 million (previous year CHF 80.2 million). 

The weighted applicable income tax rate of 23.4% is lower than in the previous year (24.2%) 

mainly as a result of countries with lower-than-average tax rates contributing more to the 

tax profit of the Group. The effective income tax rate amounts to 22.3% (previous year 

24.1%) due to a positive one-off effect in the USA.

Net profit

dormakaba closed the 2019/20 financial year with a net profit of CHF 164.1 million (previous 

year CHF 252.5 million), a decline of 35.0%. This is mainly attributable to the reduced 

operating performance due to Covid-19 which more than overcompensated the positive 

effects of a lower income tax rate and a slightly improved financial result.

Net profit after minority interests declined to CHF 84.6 million (previous year CHF 131.8 

million). The corresponding basic earnings per share amounted to CHF 20.4 (previous year 

CHF 31.6).

Based on an unchanged dividend policy to envisage a payout ratio of minimum 50% of 

consolidated net profit after minority interests, the Board of Directors proposes that 

CHF 10.50 per share be paid out for the financial year 2019/20, down from the CHF 16.00 

per share paid for the previous year. This corresponds with a payout ratio of 52.1%. The 

reduction in dividend is thus in line with the reduction in net profit.

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dormakaba

Annual Report 2019/20

Financial performance

22

Cash flow and balance sheet

Cash flow from operations amounted to CHF 407.9 million (previous year CHF 372.8 million) 

as net working capital was substantially reduced by 121.3 million. This is a successful result of 

the “cash is king” principle, that was swiftly implemented after the start of the Covid-19 

pandemic.

Free cash flow of CHF 95.7 million was below previous year (CHF 212.9 million) due to 

acquisitions; in addition, previous year’s free cash flow benefited from the sale of the 

minority participation in ISEO.

Cash flow from investing activities of CHF –232.4 million includes mainly capital 

expenditures of CHF 94.9 million (previous year CHF 111.4 million) on property, plant, and 

equipment, as well as intangible assets, which in total represents 3.7% of sales (previous 

year 4.0%).

Moreover, it includes acquisitions of CHF 147.2 million, whereas last year’s result benefited 

from the proceeds from the sale of investments in associates and joint ventures in the 

amount of CHF 40.9 million. Cash flow from financing activities came to CHF –65.8 million, 

which includes dividend payments to company shareholders of CHF 66.5 million, as well as to 

minority shareholders of CHF 59.0 million (in total CHF 125.5 million; previous year CHF 117.1 

million). There was no purchase of treasury shares in the financial year 2019/20 (previous 

year CHF 38.7 million).

The asset structure did not change significantly and largely reflects our portfolio 

management transactions as well as improvements in net working capital. As of 30 June 

2020, total assets are at CHF 1,808.6 million. Within current assets, cash and cash 

equivalents amount to CHF 156.8 million, while inventories stand at CHF 445.0 million (24.6% 

of total assets; previous year 23.8%); due to measures which have been initiated because of 

the Covid-19 pandemic, trade receivables declined to CHF 388.1 million (21.4% of total 

assets; previous year 26.2%). Non-current assets consist mainly of property, plant, and 

equipment worth CHF 441.8 million (24.5% of total assets; previous year 24.4%).

Total liabilities are at CHF 1,667.3 million (92.2% of total assets; previous year 86.5%), of 

which CHF 680.4 million reflect the two corporate bonds due in October 2021 and October 

2025.

Net financial debt increased by CHF 16.3 million to CHF 667.7 million as of 30 June 2020 

(previous year CHF 651.4 million). Financial leverage, which is net debt relative to EBITDA is 

at 2.1 times and basically stable compared to 31 December 2019, but at a higher level than at 

30 June 2019, which was 1.5 times. The change is mainly due to the lower EBITDA 

contribution and acquisitions in the reporting period.

The company's equity stands at CHF 141.3 million as of 30 June 2020, which represents an 

equity ratio of 7.8% (previous year CHF 258.5 million or 13.5%). The change in equity is 

mainly due to acquisition-related goodwill, which has been entirely offset against equity.

Currency translation effects

The average euro exchange rate against the Swiss franc fell by 4.8% year-on-year from 

CHF 1.135 to CHF 1.080. The average exchange rate of the US dollar decreased by 1.8% from 

CHF 0.995 to CHF 0.977. Most other major currencies also depreciated against the Swiss 

franc, such as the Australian dollar by 7.9%, the British pound by 4.4%, and the Chinese 

renminbi by 4.7%. Therefore, the currency translation had an overall negative impact of 

CHF 104.3 million on net sales and of CHF 16.0 million on EBITDA.

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dormakaba

Sales

Annual Report 2019/20

Financial performance

23

pro forma = former Dorma Group and former Kaba Group both 12 months

EBITDA

pro forma = former Dorma Group and former Kaba Group both 12 months

EBITDA margin

pro forma = former Dorma Group and former Kaba Group both 12 months

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dormakaba

Annual Report 2019/20

Financial performance

24

Dividend per share

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dormakaba

Annual Report 2019/20

Financial performance

25

Key figures

CHF million, 
except where indicated

Net sales

Change in sales

Of which translation exchange difference

Of which acquisition (disposal) impact

Of which organic sales growth

Operating profit before 
depreciation and amortization (EBITDA)

Operating profit (EBIT)

Profit before taxes

Net profit

Dividend per share (in CHF) 1)

Other key figures

Total assets

Net debt

Market capitalization

Average number of 
full-time equivalent employees

%

 –0.8 

 –1.1 

 –1.0 

 1.3 

 15.9 

 13.3 

 11.8 

 9.0 

Financial year ended 
30.06.2020

%  

Financial year ended 
30.06.2019

 –9.9 

 –3.7 

 0.7 

 –6.9 

 12.8 

 10.0 

 8.4 

 6.5 

 2,539.8 

 –278.5 

 –104.3 

 19.0 

 –193.2 

 325.0 

 253.2 

 211.2 

 164.1 

 10.5 

 1,808.6 

 667.7 

 2,147.2 

 15,676 

 2,818.3 

 –22.7 

 –29.6 

 –29.0 

 35.9 

 448.0 

 375.0 

 332.7 

 252.5 

 16.0 

 1,909.0 

 651.4   

 2,932.8   

 15,811   

1) Financial year ended 30.06.2020: proposal to the Annual General Meeting; distribution of an equal share from the reserves from capital contributions and 

from statutory retained earnings.

Third-party sales by segments

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dormakaba

Annual Report 2019/20

Financial performance

26

EBITDA contribution by segments (in % of total main segment EBITDA)

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dormakaba

Annual Report 2019/20

Fundamental information about dormakaba

27

Fundamental information about 
dormakaba

dormakaba Holding AG is the ultimate parent company of dormakaba Group. dormakaba 

Group was formed by merging the two previously unaffiliated enterprises, Dorma and Kaba, 

on 1 September 2015. Since then dormakaba Holding AG owns 52.5% of dormakaba 

Holding GmbH + Co. KGaA, which as an intermediate holding company combines all 

operating entities of the Group and is fully consolidated in dormakaba Group’s consolidated 

financial statements, prepared by the parent company, dormakaba Holding AG, as at 

30 June 2020 . Minority interests are shown separately as part of equity capital. dormakaba 

1)

Holding AG has prepared its consolidated financial statements in Swiss francs (CHF) and in 

accordance with Swiss GAAP FER to the end of the financial year that runs from 1 July 2019 

to 30 June 2020. Swiss GAAP FER is an internationally accepted accounting standard for 

small and medium-sized organizations and groups of organizations with a presence in 

Switzerland. dormakaba Holding AG is listed on the SIX Swiss Exchange and is 

headquartered in Rümlang (Zurich/Switzerland).

In addition to the provisions of Swiss GAAP FER, dormakaba Holding AG produces a Group 

Management Report that meets the requirements of the Schweizer Obligationenrecht (OR, 

Swiss Code of Obligations), particularly Art. 961c, and of the Deutsches Handelsgesetzbuch 

(HGB, German Commercial Code) § 315 HGB, and of Deutscher Rechnungslegungs 

Standard (DRS 20, German Accounting Standard).

1) Under § 290 of the Deutsches Handelsgesetzbuch (HGB, German Commercial Code), dormakaba 

Holding GmbH + Co KGaA is obliged to prepare consolidated financial statements, and under § 315 
HGB it is obliged to prepare a Group Management Report. However, under § 292 HGB dormakaba 
Holding GmbH + Co KGaA is exempt from these obligations if consolidated financial statements and 
a Group Management Report are produced and published at the level of the parent company in 
Switzerland. dormakaba Holding GmbH + Co KGaA’s single-company financial statements were 
produced in accordance with the relevant provisions of HGB.

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dormakaba

Annual Report 2019/20

Fundamental information about dormakaba

28

Business model

dormakaba Group (dormakaba) is one of the leading companies in the global security and 

access solutions market. With its comprehensive portfolio and strong brands, dormakaba 

offers its customers products, solutions, and services for access to buildings and rooms from 

a single source. The portfolio includes locking systems – from cylinders, keys, and locks right 

through to fully networked electronic access solutions as well as cloud-based solutions – but 

also physical access systems and automatic door systems, as well as a comprehensive range 

of door hinges and fittings, door closers, and doorstoppers. These are augmented by 

products for time and enterprise data recording, high-security locks, horizontal and vertical 

sliding walls, and movable partitions. The business is also a market leader for key blanks, key 

cutting machines, and automotive solutions, such as transponder keys and programmers.

dormakaba is active in over 130 countries and has a presence in all relevant markets through 

production sites and/or distribution and service offices as well as through collaboration with 

local partners.

dormakaba has a long tradition of innovation and engineering skills. On the way to its 

strategic objective of innovation leadership within the industry, dormakaba links customer 

requirements to technological trends and continuously develops state-of-the-art solutions 

that create added value for customers and end users.

The company’s business is divided into five segments which are aligned to the implemented 

management structure. The four Access Solutions segments are based on geographical 

markets and offering. Segment Key & Wall Solutions is also based on offering but operating 

globally. A detailed description of the segments can be found in the notes to the 

consolidated financial statements

 for financial year 2019/20.

Goals and strategies

As a stock-listed company, dormakaba pursues the overall objective of increasing its 

enterprise value on a lasting basis, i.e. across industry cycles and economic ups and downs. In 

addition to creating shareholder value, the company’s strategy takes into account the 

interests of other stakeholder groups, too. Above all, this includes satisfied customers and 

partners, based on a successful positioning of the company’s products, solutions, and 

services in its target markets. dormakaba has distribution channels and production facilities 

in all of the industries’ key markets and will accelerate global expansion through a strong 

presence in Europe, the Americas, and Asia-Pacific.

dormakaba has a strong Pool Shareholder Group that will ensure its long-term-oriented 

strategy. In order to grow profitably, dormakaba focuses on a clearly defined strategy with 

the following pillars:

• Providing a superior offering of products, along with services to meet the needs of 

customers and their installations along the entire life cycle;

• Expanded presence in existing markets, vertical extension of these markets, and 

expansion into new markets;

• Achieving enterprise excellence by improving processes and driving efficiency and 

competitiveness along the entire value chain;

• Leadership in innovation for superior customer value;

• Active management of the portfolio of business activities and disciplined pursuit of 

options for corporate transactions (acquisitions, divestments, joint ventures); and

• Efficient deployment of employees: having “the right people in the right roles”.

These strategic pillars are based on the two foundations of sustainability and enhancing the 

global brand power.

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Annual Report 2019/20

Fundamental information about dormakaba

29

Internal management system

dormakaba is led strategically by the Board of Directors (BoD) of dormakaba Holding AG. 

The duties and responsibilities of the BoD are defined by the Swiss Code of Obligations and 

the company’s 

Articles of Incorporation

 and Organizational Regulations. The BoD has 

delegated management of ongoing business to the Executive Committee (EC) under the 

leadership of the Chief Executive Officer (CEO). Therefore, the CEO is responsible for overall 

management of dormakaba. The powers and functions of the EC are set out in the 

Organizational Regulations. Further details on the internal management system can be 

found in the 

Corporate Governance Report 2019/20
.

Compensation system for BoD and EC

The principles for compensating the BoD and EC are set out in the 

Articles of Incorporation

. 

The following regulations are particularly important:

• Basic principles of compensation for the BoD (Article 23);

• Basic principles of compensation for the EC (Article 24);

• Binding vote by the General Meeting (Article 22);

• Maximum additional amount of compensation for new EC members (Article 25);

• Loans (Article 28).

The Compensation Report, which provides further details on the compensation system and 

on compensation paid out in the financial year 2019/20, can be found 

here
.

Sustainability reporting

dormakaba has defined sustainability as a foundation of its business strategy. The company 

is committed to foster a sustainable development along the entire value chain in line with its 

economic, environmental, and social responsibilities toward current and future generations.

Detailed information on sustainability strategy, measures and progress can be found in the 

dormakaba 

Sustainability Report 2019/20

, published in accordance with the Global 

Reporting Initiative Standards. dormakaba also publicly reports on sustainability-related 

matters on an annual basis in the dormakaba 

Modern Slavery Statement

, the 

Communication on Progress to the UN Global Compact, and in its submission to the Carbon 

Disclosure Project.

Research and development

The innovative strength of dormakaba and the development of new products, solutions, and 

services are key to the company's sustainable profitable growth. The aim is to invest 4–5% 

of consolidated sales in R&D every financial year. Research and development activities are 

coordinated across all segments. In financial year 2019/20, digitization continued to be an 

important driver in research and development work. The digitization of processes, products, 

solutions, and services creates opportunities for new business models and value streams.

In recent years, the product portfolio of dormakaba has increasingly embraced electronics 

and connectivity. For example, the company has achieved strong growth supported by its 

Mobile Access Solutions, which allow e.g. hotel guests to open their doors with their 

smartphones. This technology is now expanded into Exos 9300, a flexible and scalable access 

management solution, and into Matrix Professional Access solution, which meets individual 

requirements with regard to access control, time recording, and time management. In 

financial year 2019/20, the company comprehensively launched the Mobile Access 

technology for components such as online readers, terminals, fittings and also cylinders 

which can now all be delivered prepared for mobile access support.

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Annual Report 2019/20

Fundamental information about dormakaba

30

Exivo, another web-based access solution, enables small and mid-sized enterprises to 

individually plan, configure, customize, and install access systems with both electronic and 

wireless components, and dynamically assign access rights. With this networked solution, 

dormakaba is operating as a service provider with a new business model, known as “Access 

as a Service”.

dormakaba also wants to continue to expand its market leadership in mechanical solutions 

with innovations. For example, it produces high-performance, high-quality products to meet 

the growing demand for cost-effective solutions in Asia. In Europe and in America another 

goal is to extend services as a strong part of its offering.

The products launched in the financial year 2019/20 included:

•

Argus

: further development of this new generation of sensor barrier which is based 

on the company’s XEA design language and offers various features for more 

convenience while at the same time providing the same high level of safety and 

security. New features include elements to support access control in times of a 

pandemic.

•

Self-locking panic locks

: launch of the new generation of self-locking panic locks with 

new advanced features like an advanced locking action, the possibility to be 

operated by three protocols, and a LED indicator which eases handling by the 

installer and service technician.

•

Switch Tech

 (Switch Core): a battery-powered, Bluetooth-enabled Small Format 

Interchangeable Core (SFIC) core that can replace a traditional mechanical core in 

an existing lock, allowing customers to bring electronic access control to openings 

that would not traditionally have been practical for economic reasons. Switch Tech 

allows to go from mechanical to digital in minutes and at a fraction of the costs of 

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Swing Door Operators 

- ED "Force Balancing Technology": major enhancement to 

our winning swing door operators ED series which significantly extends service 

lifetime.

• FH9 Digital Door Lock: a handle fingerprint lock in high-security design for advanced 

home security for the Asian markets, with various features such as vibration 

feedback, silent unlock, encryption management, and multiple alarms.

•

Universal Motion

: the self-closing patch fitting for toughened glass assemblies in 

Universal design. The door closes softly by itself, all components are integrated in 

the patch fitting, no power supply needed. Smart, almost invisible, comfortable and 

easy to install.

•

Variflex

 Moduline: a redesign of the existing versatile Variflex system range, resulting 

in simplified production and sales processes. The products sport an optimized design 

to achieve high acoustic performance and offer advantages in terms of weight as 

well as in smaller dimension for space saving in stacking and operation.

•

My Keys Safe

: an innovative B2C (Business-to-Customer) digital service to allow end 

users to store digitalized data of their residential and automotive keys into a secure 

cloud wallet. Both key digitalizing and copying operations with Silca electronic 

machines at a locksmith’s shop are controlled by the user.

dormakaba will continue to invest substantially in the development of new and existing 

products, of services and platforms as part of its solutions, as well as in modernizing its 

production facilities and developing its information technology systems. dormakaba will also 

allocate additional funds to digital transformation in the coming years and is convinced that 

these investments are vital to further shape the competitive position of the company and to 

develop new products and solutions to address market opportunities.

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dormakaba

Annual Report 2019/20

Fundamental information about dormakaba

31

Macroeconomic and sector-specific conditions

The overall economic environment for the financial year 2019/20 was characterized by an 

almost unprecedented level of uncertainty. While the first half of financial year 2019/20 

showed growth, which was slightly below previous year but still solid, the Covid-19 pandemic 

dealt a substantial blow to the global economy. Global GDP is expected to contract by 5.2% 

in 2020 according to the World Bank (June 2020), the deepest recession over the past 

eighty years. This represents a 7.7% downgrade from the 2.5% global GDP growth 

anticipated by the World Bank in pre-Covid-19 forecasts (January 2020). Restrictions such 

as government-mandated blanket lockdowns and closed borders, while necessary to slow 

down the Covid-19 spread, disrupted international trade. Overall, global trade is expected to 

suffer an 11.9% decline, with specific sectors such as travel and tourism facing considerably 

more damage (IMF World Economic Outlook, June 2020).

Certain geographies were more affected than others, as size and duration of outbreaks as 

well as stringency of government responses differed widely. The impact of Covid-19 was 

deeply felt in regions across North and Latin America as well as in Asia, especially in China, 

region ASEAN and India, while in Europe it was most pronounced in France, Italy, Spain and 

Austria.

Furthermore, pre-crisis geopolitical and economical challenges were reinforced by the 

world’s increased vulnerability ensuing from the pandemic. Trade tensions between the 

United States, China, and the European Union, but also in other parts of the world, made 

doing business more challenging as well.

dormakaba as a globally operating company is active in very heterogenous regional markets 

and was therefore substantially negatively impacted by the Covid-19 pandemic. In addition 

to a description of impact on the entire Group, the company discloses information about the 

economic development in each of its 

segments
.

The dormakaba Covid-19 crisis management has continuously aimed at ensuring the health 

and safety of its employees, while at the same time limiting the impact on its business 

operations, preventing disruptions in its supply chain and securing financial stability. The 

company reacted quickly and decisively to this financial year’s numerous external market 

environment challenges. While the Covid-19 pandemic is a setback for some of dormakaba’s 

verticals like hospitality, it does not question the five megatrends that will shape our industry 

in the longer-term:

• Prosperity will increase globally, especially in growth markets with growing middle 

classes, and this will fuel the desire for additional protection (Growth driver: 

Increasing prosperity);

• At the same time, the average life expectancy is rising steadily, which means that 

institutions and private homes increasingly need barrier-free solutions that allow 

senior citizens to move easily from room to room (Growth driver: Demographic 

change);

• Then, urbanization is creating more conurbations and more cities with over a million 

inhabitants, requiring ever more complex infrastructure solutions (Growth driver: 

Urbanization);

• There is an increasing need that buildings and land must be secured, while flow of 

people must be managed in ways that ensure optimum efficiency and convenience 

(Growth driver: Need for security);

• Finally, technology influences practically every aspect of the access and security 

market, from digitization to distribution channels to the networking of products in 

the “Internet of Things” (Growth driver: Technology).

All these factors are contributing to a growing demand for smart and secure access 

solutions. With its comprehensive service offering and global presence, dormakaba is playing 

a significant role in these markets.

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dormakaba

Annual Report 2019/20

Fundamental information about dormakaba

32

In addition to these five megatrends, dormakaba is well-positioned to address demand 

emerging from the Covid-19 pandemic. The company expects access and credentialing 

policies across all vertical end markets to be strengthened, with emphasis on adaptability, 

versatility, and health. As such, dormakaba believes it is well equipped with key products and 

interoperable solutions to realize the growth potential, for example in the area of seamless 

and touchless access solutions.

Course of business and position at the end of the financial year

Detailed information on the business performance and the average number of full-time 

equivalent employees in the financial year 2019/20 can be found in the 

financial 

performance section

 of this Group Management Report and in the 

consolidated financial 

statements

 for financial year 2019/20.

Non-financial performance indicators

dormakaba continuously tracks non-financial performance indicators. These indicators have 

a strategic focus respective objective, however dormakaba is not being operated by them. 

The main non-financial performance indicators are the following:

Customers and products
One of the things the dormakaba brand stands for is high-quality products. Product quality 

and customer satisfaction are therefore crucial and must remain a focus at all stages along 

the entire value chain. Customer satisfaction is measured regularly through customer dialog 

as well as through local surveys. Customers usually consider the expanded offering from a 

single source as a benefit.

Human resources
Employees are crucial to the success of dormakaba. Therefore, the company strives to shape 

a work environment which enables professional growth and engagement. As part of this, 

dormakaba implemented a Group-wide employee engagement program called “dormakaba 

dialogue” in the financial year 2017/18. In February 2020, all dormakaba employees around 

the globe were invited to participate in the second round of the corresponding survey. The 

high response rate of 80% shows that a vast majority of dormakaba employees used the 

opportunity to provide feedback – a substantial increase compared to the participation rate 

of the survey conducted two years ago (72%). Overall, the global results show a positive 

development across all survey items compared to the first results from 2018.

dormakaba offers various trainings and development programs to continuously develop and 

engage its employees, for instance courses on sales skills, project management, intercultural 

awareness, or leadership. More information on human resources can be found in the 

dormakaba 

Sustainability Report 2019/20
.

Compliance and human rights
When conducting its business, it is a matter of course for dormakaba to comply not only 

with applicable law and legal regulations at the local, national, and international level but 

also with internal company directives at all its locations. This applies to internal processes as 

well as to relations with external partners, including customers, authorities and suppliers. To 

live up to its responsibilities in these areas, dormakaba has developed measures and 

processes to ensure its responsibilities are met and to prevent abuse. These measures and 

processes are continuously improved and developed further. The company sets binding rules 

in its Group-wide Code of Conduct which is available to employees on the Group Intranet in 

various languages and to external stakeholders on the 

dormakaba website

. Furthermore, 

the segments ensure that all dormakaba employees participate in the mandatory Code of 

Conduct trainings. The Code and additional directives form an important foundation for the 

sustained economic success of dormakaba all over the world.

dormakaba acknowledges its responsibility to respect human rights as outlined in the Code 

of Conduct and the Supplier Code of Conduct (see paragraph on supply chain below).

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dormakaba

Annual Report 2019/20

Fundamental information about dormakaba

33

In August 2019, dormakaba published its 

Statement of Commitment on Human Rights

 in 

line with international standards including the UN Guiding Principles on Business and Human 

Rights. The commitment clarifies:

1. The relevant international human rights frameworks that the company subscribes 

to,

2. Salient human rights issues of dormakaba, and

3. The company’s Human Rights Due Diligence (HRDD) framework describing the 

appropriate policies and processes to implement its human rights commitment.

Based on the human rights-related risks and impacts identified, dormakaba will continue to 

develop prevention and mitigation measures integrated into company operations, training 

programs, policies, and management systems. This will be achieved through the 

implementation of a human rights roadmap which was established in the financial year 

2018/19 and approved by the EC in the context of the HRDD process development. Further 

information on human rights can be found in the 

Sustainability Report 2019/20
.

Environment
dormakaba uses resources in the manufacture of its products and generates waste and 

emissions. Environmental issues are therefore a key aspect of sustainability and are relevant 

along the entire value chain. A detailed overview of the company’s sustainability work and 

the most important benchmarks, including greenhouse gas emissions, energy consumption, 

water consumption and waste management can be found in the 

Sustainability Report 

2019/20

.

Supply chain
dormakaba pursues a comprehensive and consistent procurement policy. Based on a 

detailed analysis of all expenditures, goods, and services are grouped into material 

categories according to their characteristics. By means of this analysis, all products and 

quantities as well as the complete supplier portfolio are identified and then classified into 

either global, regional, or local material groups.

The process to approve a supplier is in accordance with DIN and ISO requirements, as are 

the supplier evaluation and assessment processes. Audits are performed on demand, for 

example, for new suppliers or covering quality and sustainability issues. In addition, the 

dormakaba Supplier Code of Conduct

 outlines minimal requirements with regards to human 

rights, fair working conditions, environmental responsibility, and business ethics, among 

others. Further information can be found in the chapter 

supplier social and environmental 

assessment

 of the Sustainability Report 2019/20.

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Annual Report 2019/20

Fundamental information about dormakaba

34

Opportunity and risk report

Opportunities
Opportunities arising from market position and synergy effects

dormakaba is one of the global leaders in the fragmented market for security and access 

solutions, and offers its customers high-quality products, solutions, and services for access 

to buildings and rooms from a single source. dormakaba is expanding its competitive 

position based on its expanded complementary product portfolios, combined geographical 

presence, and optimized value chains.

Opportunities arising from the “dormakaba” brand

The brands Dorma and Kaba are being continued under “dormakaba” following the merger. 

Both brands and their sub-brands are well known in the relevant customer groups as 

representing high-quality, innovative products. By combining the two brands to one master 

brand for Access Solutions, opportunities are being created by complementary strengths, 

firstly through the cross-selling potential, and secondly through the ability to offer 

customers a comprehensive product portfolio from a single source.

Opportunities arising from industry consolidation

Opportunities also arise from the ongoing and anticipated consolidation of the industry 

dormakaba operates in. Despite the consolidation that has already occurred, the market for 

security and access solutions remains highly fragmented. The three biggest companies in the 

industry together account for only about 30% of market share. dormakaba wants to build 

up its market position substantially and thus continues to play an active role in industry 

consolidation. The focus for any acquisition activity is to strengthen the Group’s global 

presence and to secure targeted improvements in technologies and/or the product portfolio, 

innovations, and services, while at the same time maintaining a solid financial profile.

Opportunities through innovation

The market for security and access solutions is in transformation. Megatrends such as the 

rising need for security, urbanization, demographic change, technology, and increasing 

prosperity in emerging economies, are driving the demand, but also require new 

technological approaches. dormakaba intends to invest 4–5% of sales annually in innovation 

and product development to exploit the growth opportunities brought by these megatrends, 

and to achieve its desired innovation leadership (see also the statements on Research and 

Development above).

Risk policy, risk management, and risks at dormakaba
Risk policy

dormakaba manages a globally active business. All its business activities are conducted with 

the aim of securing economic success. However, these activities can also bring about risks. 

The overriding goal of the risk policy of dormakaba is to secure the future development of 

the Group, to achieve sustainable profitable growth, and thus to increase enterprise value. In 

the course of its business activities, dormakaba is exposed to the general risks inherent in 

any entrepreneurial operation, and these may impede or prevent the achievement of its 

goals. Consequently, it is sometimes necessary to take certain calculable and controllable 

risks to exploit the opportunities this risk-taking creates. Opportunities are therefore taken 

in the course of the Group’s business activities; the associated risks are identified early, 

actively monitored and reassessed on a continuous basis.

dormakaba always takes strategic and operational decisions on the basis of a systematic 

analysis and evaluation of the opportunities and risks relating to its assets, financial position, 

and earnings. It never enters into incalculable, unreasonably high or existential risks.

Opportunities, as understood in the Group’s opportunity and risk policy, are chances to use 

events, developments or active operations to achieve or exceed planned quantitative and 

qualitative objectives. Risks, as understood in the risk policy of dormakaba, are all those 

internal and external events and developments that could have a negative effect on the 

Group’s planned economic success. In addition to direct, quantitatively measurable risks, 

qualitative risks, such as reputational risks, are also taken into account.

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dormakaba

Annual Report 2019/20

Fundamental information about dormakaba

35

Risk management

The overriding aim of dormakaba is to sustainably increase its enterprise value (see also 

Chapter Goals and Strategies above). Active risk management helps the company’s 

management to achieve this goal.

Opportunities and risks should be identified at an early stage and actively controlled. To do 

this, dormakaba has implemented a comprehensive risk management system.

a) Internal Control System based on Group accounting

In line with the Swiss Code of Obligations, dormakaba has implemented an Internal Control 

System (ICS) based on the consolidated (Group) accounting (in the following section 

“accounting”). The ICS ensures that business activities are correctly recorded, analyzed, 

evaluated, and transmitted to the external accounts.

The essential characteristics of the ICS with respect to accounting are:

• A clear organizational, business, controlling, and monitoring structure;

• Computer systems used for accounting are protected against unauthorized access;

• Internal regulations about the specific requirements are developed, implemented, 

and communicated;

• The departments and persons involved in accounting meet the requirements in 

terms of quantity and quality;

• The ICS, as it relates to accounting, and the internal reporting systems ensure and 

continuously check the correctness and completeness of data in the accounting 

system; the Internal Audit department regularly conducts spot checks of the 

implemented processes and controls;

• The two-pairs-of-eyes principle has to be applied to all processes relevant to 

accounting, and the separation of functions has to be respected, both to the extent 

organizationally possible, which is subject to special audits;

• The BoD regularly deals with the main topics relevant to accounting, risk 

management, Internal Audit, the external audit mandate, and external audit 

priorities.

In addition, statutory and specific internal corporate guidelines and directives are used to 

ensure that accounting is consistent and proper. The application of clear and consistent 

accounting rules and a uniform consolidation software tool ensures consistent accounting 

throughout the Group in line with legal and statutory requirements.

Further information can be found in the 

Corporate Governance Report 2019/20
.

b) Risk management system

Risk management is integrated into the regular business and decision-making processes, 

codified in internal rules and regulations, and made binding to all Group companies. It 

includes an impact-focused assessment of risks, implementation of appropriate risk control 

measures, regular review of identified risks and measures, and transparent reporting of the 

risk situation. Responsibility for the definition and monitoring of risk management (“risk 

governance”) lies with the BoD, while the Audit Committee monitors implementation. 

Responsibility for implementing and applying the risk management system rests with the EC 

and with line managers throughout the internal hierarchy.

The company’s risk management system distinguishes between operational and strategic 

risks:

• Operational risks are future events that could hurt the efficiency or effectiveness of 

business processes, or that could compromise compliance with regulations or 

reporting requirements in day-to-day business. Responsibility for identifying and 

controlling these risks lies with segment heads.

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dormakaba

Annual Report 2019/20

Fundamental information about dormakaba

36

• Strategic risks are future events that may compromise the long-term development 

of dormakaba and prevent it from reaching its strategic objectives. Reports about 

strategic risks from the segments and Group functions are consolidated at Group 

level into risk maps that show likelihood of occurrence and potential amount of 

damage, with both dimensions divided into four evaluation categories. Strategic 

risks are discussed within the medium-term planning process and consolidated by 

the EC into a “Group Risk Assessment” that is presented for approval to the BoD 

through its Audit Committee. The EC reviews the risk situation every half year. 

Additionally, the risk situation is scheduled for discussion and review during the 

segments’ Monthly Performance Review meetings every quarter.

The Group Internal Audit function is responsible for internal audits at dormakaba. Internal 

Audit reports directly to the Audit Committee, though in functional terms it reports to the 

CFO. All audits performed in financial year 2019/20 were in line with the (yearly) audit plan 

and approved by the Audit Committee.

Risks faced by dormakaba

a) Risks arising from business transactions

The planned growth strategy is also implemented by means of acquisitions. This creates 

risks in the evaluation, transaction and integration of the corresponding entities and assets. 

To minimize these risks, dormakaba manages the acquisition projects rigorously, using well-

trained specialist employees and professional support from outside the Group.

b) Opportunities and risks arising from the business model

In recent years, dormakaba has continued to extend its product portfolio on electronic and 

cloud-based solutions. Its products are very frequently used in security-relevant applications 

such as access control systems; increasingly often these are connected. dormakaba is 

therefore more exposed to the risk that hackers will gain unauthorized access to sites and 

premises protected by products and thus cause damage to the Group’s reputation and 

possibly expose dormakaba to liability claims. dormakaba counters the increasing 

significance of such hacking scenarios during the product development process by using the 

latest methods to identify points that could be attacked, and then closing these known 

vulnerabilities in the hardware and software with upgrades before new products are 

launched on the market. Equally important, existing products (mechanical, electronic, and 

cloud-based) are subject to continuous testing to keep them robust against new threats. 

dormakaba has taken out product liability insurance to be protected against these hacking 

threats to an extent that is economically reasonable.

Digital transformation is progressing rapidly, and it is essential to the success of dormakaba 

that it keeps pace with this development. This applies to the Group’s products and their 

connectivity, but also to operational processes. Sudden, disruptive developments are not 

rare these days, and there is a risk that existing competitors or new entrants to the markets 

of dormakaba could use such disruptive leaps to create significant advantages for 

themselves. The company’s innovation management team systematically monitors and 

analyzes the relevant technologies. As part of medium-term planning, targeted analysis of 

information relating to the state of the market and the competition is conducted to ensure 

that local peculiarities are also taken into consideration.

For dormakaba, as a manufacturer and supplier of high-quality access products and 

solutions in the premium market segment, the growing pressure on prices in relevant 

markets and specific product areas also represents a risk. It counters this risk through the 

targeted development of new products that offer customers a broader range of services, 

and thus help to secure the Group’s market position. This strategy is complemented by 

elaborate strategic pricing efforts.

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dormakaba

Annual Report 2019/20

Fundamental information about dormakaba

37

A significant risk in product manufacturing is the possibility of a lengthy interruption to 

operations at one or several of the Group’s worldwide production sites, for example because 

of fire. Supplier failure and poor-quality raw materials and components also constitute a 

risk. Alongside the essential insurance protection, a central goal of the loss prevention 

programs in place at all manufacturing sites is to minimize the risk of fire. Through these 

programs, the measures in place to prevent fire are regularly updated, formulated and 

implemented. This is a recurring process that includes regular site visits and systematic risk 

grading analyses, conducted by the company’s global insurance provider who also organizes 

feedback loops and supports in improvement projects.

Manufacturing processes create the risk of air and water pollution. To minimize this risk, 

dormakaba invests continuously in environmental protection measures. dormakaba has ISO 

14001 certification for 28% of its manufacturing sites worldwide.

As a globally active company, dormakaba is exposed to risks created by the political 

situation in individual countries and regions, and also to risks resulting from trade conflicts 

between countries or country groups. Both risk drivers can rarely be influenced. dormakaba 

carefully monitors such situations and tries to implement prompt and appropriate risk 

control measures. Its top priority is always to protect its own employees.

In early 2020, these political tensions and the overall economic development started to be 

impacted by the Covid-19 pandemic. The pandemic and the regulatory consequences 

implemented by most governments worldwide resulted in a unprecedented slump in 

business activity in many countries dormakaba is doing business in. This effect is visible in the 

company’s financial year 2019/20 revenues and profitability, and it can be expected to 

impact revenues and profitability in financial year 2020/21 and possibly further into the 

future. dormakaba has reacted by implementing state-of-the-art crisis management 

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processes both to ensure the health and safety of employees and to minimize the impact on 

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business operations and supply chains, and thus on customers, while at the same time 

placing a strong focus on its cash situation and financial stability. Additionally, scenario 

planning methods are used to identify organizational and geographic units that provide 

opportunities for cost reduction measures. The scenarios are also used to find opportunities 

to introduce new products or fine-tune the business approach to specific markets. In this 

context, dormakaba is keeping a close watch on its supply chains to make sure that 

imminent disruptions caused by non-performing vendors or regulatory hindrances are 

noticed at an early stage and an adequate reaction can be initialized. Monitoring and re-

evaluation of the current situation is institutionalized and repeated at a quick pace in order 

to keep up with geopolitical and economic developments. The target is to be and remain 

capable of reacting quickly and adequately to changes that might occur.

c) Personnel risks

Committed employees and managers are crucial to the sustainable business success of 

dormakaba and to the implementation of its strategy. The most common personnel risks 

evaluated by the Group are those relating to succession planning, fluctuation, and 

competences. There is a risk that vacant positions cannot be filled properly, and that 

competent employees could be lost. In the wake of various personnel initiatives, and with the 

aim of fostering long-term employee retention, these risks are addressed throughout the 

Group with the help of employee surveys, talent and succession management, and through 

individual, targeted employee development. The Group has also developed various change 

management measures aimed at further fostering the development of the new corporate 

culture.

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dormakaba

d) IT risks

Annual Report 2019/20

Fundamental information about dormakaba

38

The main business processes and customer solutions of dormakaba are supported by IT 

systems. The failure of these systems and the permanent loss of data through operating or 

program error, or as a result of increasingly prevalent external influences (e.g. cybercrime) 

represent a risk. To limit the risk of critical systems and infrastructure failing, the company’s 

IT strategy is to use state-of-the-art standards such as email address validation, client 

security, identity and access control management, network security management, network 

and infrastructure management (e.g. 24x7 monitoring, high-level firewall protection tools, 

redundant network connections), and IT continuity operating plans as provision of redundant 

data and systems. dormakaba is using advanced threat protection solutions and operates a 

security operations center to further mitigate cyber security risks. A global information 

security management system (ISMS) according to ISO 27001 is in place. Cyber security risk 

awareness trainings (e-Learnings, behavior trainings concerning phishing malware) are 

globally mandatory for each employee with access to corporate IT systems. Additionally, 

dormakaba has taken out insurance to be protected against cyber threats to an extent that 

is economically reasonable.

Successful and timely execution of the global IT strategy (standardization of applications 

and infrastructure) is vital for the company’s future success. Failure could result in delay of 

integration projects and underperformance of important business or Group-wide processes, 

including financial damage. dormakaba manages such risks by an IT governance model, 

which involves all relevant stakeholders including operational business.

e) Legal and tax risks

As a globally active group of companies, dormakaba is exposed to the risk of legal disputes. 

These legal disputes can concern e.g. product liability claims as well as potential competition 

and antitrust law and trademark or patent rights infringements. Risks are managed with 

the aid of Group-wide standards, trainings, and controls. The internal Legal department 

and/or external lawyers are brought in for legal matters associated with specific risks.

International business activities can also give rise to tax risks. As tax law is in the 

responsibility of each jurisdiction, external tax assessments might not be aligned and might 

lead to double taxation. To identify and manage such tax risks, dormakaba sets directives 

and manuals based on a defined tax policy. The responsibility for the tax policy rests with the 

BoD. For intra-Group transactions dormakaba follows the dealing at arm’s length principle 

of the OECD (Organization for Economic Cooperation and Development). This leads to tax 

payments where the economic value is created. dormakaba publishes the amount of taxes 

paid in a yearly CbCR (Country-by-Country Report). Transactions may further be subject to 

export control regulations. Compliance is managed through Group-wide standards, including 

directives and employee trainings. The internal Tax department works closely together with 

the local internal finance and legal organization and consults external advisors in case of 

need.

f) Compliance risks

It is Group Compliance’s mission to support the dormakaba organization and every 

dormakaba employee to take appropriate decisions consistent with applicable laws and 

corporate regulations and to act with integrity.

This mission is based on the following strategic goals:

• Enable employees to work in accordance with legal requirements as well as 

dormakaba´s company values, its Code of Conduct and other internal rules and 

regulations.

• Support the BoD and EC to ensure that all provisions of the law and dormakaba’s 

rules and regulations are complied with. The objective is to achieve compliance by all 

Group entities.

• Reduce undue risks for dormakaba, its employees and management.

• Implement and operate a Compliance Management System (CMS) which meets the 

most stringent certification-demands according to best practice standards.

That is why prevention is the priority: the implemented system is intended to avoid 

infringements, and employees are properly trained and advised.

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dormakaba

Annual Report 2019/20

Fundamental information about dormakaba

39

On 1 July 2016, a new 

Code of Conduct

 was introduced. The subsequent mandatory Code of 

Conduct trainings have been successfully completed for all dormakaba employees. 

Procedures are in place to ensure that new employees sign the dormakaba Code of Conduct 

and are trained. In addition, dormakaba placed emphasis on antitrust trainings for a defined 

target group of employees who are particularly exposed (Senior Management, Sales, etc.). A 

full set of internal rules and regulations on Group Directive level covering the main activities 

of dormakaba is available and regularly updated. The implemented compliance mechanisms 

are adjusted to changing circumstances where necessary.

Compliance risks arise as a result of a business model involving worldwide production and 

sales units, a growth strategy in emerging countries and increasingly internationalized 

procurement. Risks also result from the wide variety of distribution channels, from 

participation in tendering processes, from the use of products in public spaces and private 

buildings, and from active work within trade associations. Significant compliance risks 

include bribery and corruption, infringements of antitrust and competition law, fraud, 

preferential treatment of business partners from personal motives, violation of intellectual 

property protection rights, and shortages or improper installation of products. These risks 

can result in financial, liability and reputational damage.

g) Other risks

The company’s business model could also give rise to other risks not mentioned so far. These 

could be, for instance, liability risks resulting from local laws that are not known at Group 

level. dormakaba counters these risks by keeping the quality of its products and services 

consistently high, by engaging legal experts when the risk of a legal dispute is identified, and 

by taking out appropriate insurance cover.

h) Financial risks

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dormakaba is exposed to various financial risks on account of its international activities. As 

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well as the risk of default on claims, e.g. trade receivables, liquidity and credit risks, these 

include market price risks in particular (interest rate, currency, and other price risks).

Further details on dormakaba’s financial risk exposure and its risk avoidance and mitigation 

measures can be found in the 

consolidated financial statements

 for financial year 2019/20.

Since 1 April 2014, the “European Market Infrastructure Regulation” (EMIR), the EU initiative 

to regulate OTC trade in derivatives, has imposed an audit duty. During the annual audit 

under § 20 para. 1 of the German Securities Trading Act for the audit period from 1 July 

2018 to 30 June 2019, it was confirmed that dormakaba has an overall and in all respects 

appropriate and effective system for ensuring compliance with the statutory requirements. 

Since 1 January 2016, Switzerland regulates the OTC trade in derivatives with the 

Finanzmarktinfrastrukturgesetz (FinfraG). All Swiss-based Group companies classify as 

“NFC“ (small non-financial counterparties) and have signed agreements with their banks 

regarding the delegation of reporting duties.

The funding for dormakaba Group companies is managed centrally. A five-year syndicated 

credit facility, agreed for dormakaba during financial year 2015/16 with a consortium of 

banks, amounts to CHF 500 million with options to extend by another two years and to 

increase the facility by CHF 200 million. There are also agreements with various regional 

banks for bilateral credit facilities. dormakaba thus has sufficient liquidity reserves to ensure 

that even unexpected events do not have a significant effect on its liquidity position.

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dormakaba

Annual Report 2019/20

Fundamental information about dormakaba

40

Assessment of overall risk and opportunity situation

In conclusion, the company’s opportunity and risk situation can be rated as moderate.

Existing risks are identified, continuously monitored through the risk management system, 

and hedged where necessary using appropriate countermeasures. With the organizational 

and process structure in place, and with the existing innovation structure and approach, the 

prospects of further profitable growth for dormakaba remain promising.

Apart from the ramifications of a possible worsening of the Covid-19 situation, there is no 

expectation of a significant change in the risk situation, compared with the previous 

financial year. There is no sign of any risks that would endanger the continued existence of 

dormakaba. Currently no risk has been identified that could significantly affect the assets, 

financial position, or earnings of dormakaba, neither there is evidence of any liquidity risk. A 

material deterioration in the future assets, financial position and earnings is not expected 

given the current risk situation.

Future prospects (forward-looking report)

The Covid-19 pandemic led to a global economic shock of significant and unprecedented 

magnitude. Forecasts from the World Bank anticipate a 5.2% contraction in global GDP for 

2020, the deepest recession over the past eighty years. As global trade is expected to 

experience a sharp decline of 11.9%, certain sectors such as travel and hospitality face 

considerable and potentially long-lasting damage (IMF World Economic Outlook, June 

2020). Therefore, future developments will be closely linked to the evolution of the ongoing 

Covid-19 pandemic. Medical breakthroughs, increased preparedness to new cases, and 

limited new outbreaks are factors that could positively affect the Covid-19 situation.

As stated by the IMF, other risks were exacerbated by the pandemic (IMF World Economic 

Outlook, June 2020). First, the trade tensions between the United States, China, and the 

European Union, but also in other parts of the world, make doing business more challenging 

and less profitable. Secondly, the resilience of the financial sector is expected to be 

challenged. Amongst others, sovereign and private debt levels are considered 

“uncomfortably high” in some countries (OECD Economic Outlook, 2020). Thirdly, rising 

national political instability and social unrests could contribute to negatively impact the 

economic situation. In short, the global macroeconomic environment shows acute levels of 

uncertainty with a very low visibility.

Since the merger to form dormakaba in September 2015, the company’s risk profile has 

improved significantly; dormakaba has gained scale, while remaining financially flexible and 

noticeably diversifying its product portfolio and global presence. This enables the company 

to continue to execute its strategy consistently even during the current crisis and thus 

creating a solid basis for its competitiveness and sustainable profitable growth in the post-

crisis period. This includes consistently continuing to invest around 4–5% of annual sales into 

R&D. After the crisis, dormakaba will most likely also consider investing in the ongoing 

consolidation of the industry, which is likely to accelerate and depends on the progression of 

the Covid-19 pandemic.

Financial performance in the months of June and July 2020 indicate an improvement of the 

economic environment for dormakaba’s businesses compared with the very weak months of 

April and May 2020. While some important countries for dormakaba continue to suffer from 

negative Covid-19 impacts, other important countries show resilience and an improved 

business performance.

However, due to the ongoing Covid-19 pandemic, global business visibility is still very limited. 

Geopolitical risks like the ongoing trade conflicts create additional uncertainty.

Under the assumption that Covid-19 or geopolitical tensions will not create additional 

significant deterioration of the business environment, dormakaba expects for the first 

quarter of financial year 2020/21 to outperform financial results of the fourth quarter of 

2019/20, both in terms of organic growth and EBITDA margin. Based upon the same 

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dormakaba

Annual Report 2019/20

Fundamental information about dormakaba

41

framework, expectation for the first half of financial year 2020/21 is to outperform second 

half of financial year 2019/20.

Due to the lack of visibility to the further course of business dormakaba does not provide 

any additional financial and business guidance for the financial year 2020/21 and beyond.

Capital structure

Detailed information on dormakaba Holding AG’s capital structure can be found in the 

Corporate Governance Report 2019/20
.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

42

dormakaba

Annual Report 2019/20

Consolidated financial statements

43

dormakaba

Annual Report 2019/20

Consolidated financial statements

44

Consolidated income statement

CHF million, 
except share amounts

Financial year 
ended 30.06.2020

Note  

Financial year 
ended 30.06.2019

%

%

Net sales

Cost of goods sold

Gross margin

Other operating income, net

Sales and marketing

General administration

Research and development

Operating profit (EBIT)

Result from associates

Financial expenses

Financial income

Profit before taxes

Income taxes

Net profit

Net profit attributable to minority 
interests

Net profit attributable to the owners 
of the parent

Basic earnings per share in CHF

Diluted earnings per share in CHF

Operating profit before depreciation 
and amortization (EBITDA)

1.2  

2,539.8 

100.0 

2,818.3 

100.0

–1,497.0 

–58.9 

–1,632.4 

–57.9

1,042.8 

11.3 

41.1 

0.4 

–428.7 

–16.9 

–269.7 

–10.6 

–102.5 

–4.0 

10.0

0.0 

–1.7 

0.1 

8.4

–1.9 

6.5

253.2 

–0.2 

–43.2 

1.4 

211.2 

–47.1 

164.1 

79.5 

 84.6 

20.4 

20.3 

42.1

0.8

–15.7

–10.1

–3.8

13.3

0.1

–1.7

0.1

11.8

–2.8

9.0

1,185.9 

21.2 

–441.3 

–283.4 

–107.4 

375.0 

2.9 

–47.4 

2.2 

332.7 

–80.2 

252.5 

120.7 

131.8 

31.6 

31.5 

325.0 

12.8

448.0 

15.9

4.2  

1.4  

1.4  

1.5  

3.3

3.3

1.1

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dormakaba

Annual Report 2019/20

Consolidated financial statements

45

Consolidated balance sheet

Assets

CHF million

Current assets

Cash and cash equivalents

Trade receivables

Inventories

Current income tax assets

Other current assets

Total current assets

Non-current assets

Property, plant, and equipment

Intangible assets

Investments in associates

Non-current financial assets

Deferred income tax assets

Total non-current assets 

Total assets

Liabilities and equity

CHF million

Current liabilities

Current borrowings

Trade payables

Current income tax liabilities

Accrued and other current liabilities

Provisions

Total current liabilities

Non-current liabilities

Bonds

Accrued pension costs and benefits

Deferred income tax liabilities

Other non-current liabilities

Total non-current liabilities

Total liabilities

Equity

Share capital

Additional paid-in capital

Retained earnings

Goodwill offset in equity

Treasury shares

Translation exchange differences

Total equity owners of the parent

Minority interests

Total equity 

Financial year 
ended 30.06.2020

Note  

Financial year 
ended 30.06.2019

%

%

2.1

2.2

2.6

2.3

2.3

4.2

2.6

1.5

156.8

388.1

445.0

33.9

60.4

8.7 

21.4 

24.6 

1.9 

3.3 

122.4

499.5

454.7

28.2

58.8

6.4

26.2

23.8

1.5

3.1

1,084.2

59.9 

1,163.6

61.0

441.8

24.5 

465.4

24.4

83.7

3.3

35.9

159.7

724.4

4.6 

0.2 

2.0 

8.8 

40.1 

63.7

3.5

39.5

173.3

745.4

3.3

0.2

2.1

9.0

39.0

1,808.6

100.0 

1,909.0

100.0

Financial year 
ended 30.06.2020

Note  

Financial year 
ended 30.06.2019

%

%

3.1

2.6

2.4

3.1

2.5

1.5

3.1

3.2

3.4

3.2

3.5

3.4

139.9

129.0

44.5

312.6

43.9

7.7

7.1

2.5

17.3

2.4

669.9

37.0

680.4

288.4

24.4

4.2

997.4

1,667.3

0.4

811.3

1,261.4

37.7

16.0

1.3

0.2

55.2

92.2

0.0

44.9

69.7

86.3

134.3

45.8

336.7

39.0

642.1

680.5

295.5

25.4

7.0

1,008.4

1,650.5

0.4

811.3

1,244.9

4.5

7.0

2.5

17.6

2.0

33.6

35.6

15.5

1.4

0.4

52.9

86.5

0.0

42.5

65.2

–1,881.3

–104.1

–1,809.2

–94.7

–31.4

–22.3

138.1

3.2

141.3

–1.7

–1.2

7.6

0.2

7.8

–40.2

–10.6

196.6

61.9

258.5

–2.1

–0.6

10.3

3.2

13.5

Total liabilities and equity

1,808.6

100.0

1,909.0

100.0

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dormakaba

Annual Report 2019/20

Consolidated financial statements

46

Consolidated cash flow statement

CHF million

Net profit

Depreciation and amortization

Income tax expenses

Interest expenses

Interest income

(Gain) Loss on disposal of fixed assets, net

Adjustment for non-cash items

Change in trade receivables

Change in inventories

Change in other current assets

Change in trade payables

Change in accrued pension cost

Change in accrued and other current liabilities

Cash generated from operations

Income taxes paid

Interest paid

Interest received

Net cash from operating activities

Cash flows from investing activities

Additions of property, plant, and equipment

Proceeds from sale of property, plant, and equipment

Additions of intangible assets

Change in non-current financial assets

Acquisition of subsidiaries, net of cash acquired

Acquisition of associates and joint ventures

Sale of investment in associates and joint ventures

Net cash used in investing activities

Free cash flow

Cash flows from financing activities

Other proceeds from (repayment of) current 
borrowings, net

Proceeds from (repayment of) non-current borrowings, 
net

Change in other non-current liabilities

Dividends paid to company’s shareholders

Dividends paid to minority shareholders

(Purchase) Sale of treasury shares

Net cash flows from financing activities

Translation exchange differences

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Net increase (decrease) in cash and cash equivalents

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

Note  

2.3

1.5

1.4

1.4

2.3

2.3

2.3

4.3

4.2

4.2

5.1

3.1

3.1

3.3

3.2

164.1 

71.8 

47.1 

36.7 

–1.2 

–2.8 

9.6 

94.7 

–5.6 

–2.9 

0.1 

3.7 

–7.4 

407.9 

–44.7 

–36.3 

1.2 

328.1 

–59.6 

8.8 

–35.3 

0.9 

–147.2 

0.0 

0.0 

–232.4 

95.7 

59.0 

2.1 

–1.4 

–66.5 

–59.0 

0.0 

–65.8 

4.5 

34.4 

122.4 

156.8 

34.4 

252.5

73.0

80.2

42.1

–1.4

–8.6

5.6

–13.0

–36.2

–2.2

–27.5

3.9

4.4

372.8

–51.2

–42.3

1.4

280.7

–84.4

14.0

–27.0

–3.6

–6.2

–1.5

40.9

–67.8

212.9

–71.6

4.4

–0.9

–62.2

–54.9

–38.7

–223.9

–11.9

–22.9

145.3

122.4

–22.9

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dormakaba

Annual Report 2019/20

Consolidated financial statements

47

Consolidated statement of 
changes in equity

CHF million

Share
capital

Additional
paid-in 
capital

Retained
earnings

Goodwill 
offset in 
equity

Treasury
shares

Cumul.
translation
adjustm.

Minority 
interests

Balance at 30.06.2020

0.4

811.3

1,261.4

–1,881.3

–31.4

–22.3

Net profit for the reporting 
period

Goodwill on acquisitions and 
divestments (see note 3.4)

Currency translation 
adjustments

Dividend paid (see note 3.3)

Shares awarded (share-
based compensation)

84.6

–66.5

–1.6

Balance at 30.06.2019

0.4

811.3

1,244.9

–1,809.2

Net profit for the reporting 
period

Goodwill on acquisitions and 
divestments (see note 3.4)

Currency translation 
adjustments

Dividend paid (see note 3.3)

Shares awarded (share-
based compensation)

Treasury shares (purchased) 
re-issued

–4.2

131.8

–62.2

0.2

Balance at 01.07.2018

0.4

811.3

1,175.1

–1,805.0

–72.1

–65.3

–137.4

–11.7

–10.6

–12.5

–59.0

–1.4

61.9

–24.2

–125.5

5.8

258.5

120.7

252.5

–3.8

–8.0

–12.7

–13.7

–54.9

–26.4

–117.1

0.2

9.2

2.1

13.4

–38.7

187.0

8.8

–40.2

8.8

–38.7

–10.3

Total
equity

141.3

164.1

3.2

79.5

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dormakaba

Annual Report 2019/20

Consolidated financial statements

48

Notes to the consolidated financial 
statements for the financial year 
2019/20

1. Performance

This section provides information on the operational performance of dormakaba Group. The 

description of the operating model provides useful information to understand the segment 

reporting, which corresponds to the Group's internal reporting system. In addition, 

information is presented on selected income and expense items.

The key headlines concerning the Group's performance are:

• Consolidated net sales of CHF 2,539.8 million (previous year CHF 2,818.3 million)

• EBITDA reaches CHF 325.0 million (previous year CHF 448.0 million), with an

EBITDA margin of 12.8% (previous year 15.9%)

• Net profit of CHF 164.1 million (previous year CHF 252.5 million)

• Operating cash flow margin up to 12.9% (previous year 10.0%)

1.1 Segment reporting

Operating model
dormakaba Group has divided the areas of business in which the company is globally active 

into five segments. Access Solutions (AS) is structured in four segments by region: AS AMER 

(North and South America), AS APAC (Asia Pacific), AS DACH (Germany, Austria, and 

Switzerland), and AS EMEA (Europe, Middle East, and Africa). The Key & Wall Solutions 

segment is global.

To best meet customers’ needs, dormakaba Group’s operating model is based on a matrix 

structure, which means that all four Access Solutions segments have a dual responsibility. 

The Access Solutions global product portfolio is arranged in eight Global Product Clusters: 

Lodging Systems, Safe Locks, Door Hardware, Interior Glass Systems, Entrance Systems, 

Mechanical Key Systems, Electronic Access & Data, and Services. The Global Product 

Clusters are each assigned to specific segments, along with the related production facilities, 

regardless of the geographical location. These Global Product Clusters are complemented by 

local products in all Access Solutions segments.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

49

dormakaba Group’s worldwide operations are as follows:

 this segment includes dormakaba Group’s business activities for access solutions in North 

AS AMER:
and South America. It also has overall responsibility across all segments for the Global Lodging 
Systems and Safe Locks Product Clusters.

AS APAC:
Asia-Pacific region.

 this segment includes dormakaba Group’s business activities for access solutions in the 

 this segment includes dormakaba Group’s business activities for access solutions in 

AS DACH:
Germany, Austria, and Switzerland. It also has overall responsibility across all segments for the Door 
Hardware, Interior Glass Systems, and Entrance Systems Global Product Clusters, including the 
associated production facilities and competence centers, in particular in Singapore, Suzhou (China), 
Melaka (Malaysia), and Sofia (Bulgaria).

 this segment includes dormakaba Group’s business activities for access solutions in 

AS EMEA:
Europe (excluding DACH), the Middle East, and Africa. It also has overall responsibility across all 
segments for the Global Product Clusters Mechanical Key Systems and Electronic Access & Data, 
including the associated production facilities and competence centers, in particular in Wetzikon and 
Rümlang (Switzerland), Herzogenburg and Eggenburg (Austria), and Villingen-Schwenningen 
(Germany).

this segment combines the two global business units, Key Systems and 

Key & Wall Solutions: 
Movable Walls. Key Systems includes the Keys, Key Cutting Machines, and Automotive Solutions 
product categories. Movable Walls specializes in acoustic movable partitions and in horizontal and 
vertical partitioning systems in the space-dividing systems sector. The segment has production 
facilities in Europe, North and South America, and Asia.

Other business activities, which do not fit into the basic segment structure, are disclosed in the 
“Other” segment. These mainly consist of operations involving contactless identification systems and 
trusted services based on the Legic SmartCard and Connect technologies.

Offering
dormakaba stands for security, sustainability, and reliability. It aims to develop products, 

solutions, and services that make access in life of its customers smart and secure. 

dormakaba offers an expanded, comprehensive portfolio of products, solutions, and services 

for access to buildings and rooms from a single source – whether it be hotels, shops, sporting 

venues, airports, hospitals, the home, or the office. The product offering includes:

•

For the Access Solutions segments: 

the four AS segments – AMER, APAC, DACH, 

and EMEA – include all hardware- and software-based components, products, and 

solutions for access solutions as well as related services. The offering includes the 

Global Product Clusters (Lodging Systems, Safe Locks, Door Hardware, Interior 

Glass Systems, Entrance Systems, Mechanical Key Systems, Electronic Access & 

Data, and Services) as well as local products. The multifaceted portfolio ranges 

from door technology solutions, automatic door systems, a wide variety of fittings, 

door closers and stoppers, and locking systems – from cylinders, keys, and locks all 

the way to fully networked electronic access solutions for companies, public 

facilities, hotels, and many other applications. The range also includes physical 

access systems, high-security locks, glass fittings, solutions for workforce 

management, as well as services for all these applications.

The profitability of each AS segment depends on the different market dynamics of 

the geographical regions but also reflects dormakaba Group’s operating model. In 

compliance with transfer pricing regulation, profit is allocated to entities based on 

the functions they perform and the risks they assume. As a result, the profitability of 

AS EMEA, for example, is lower as the segment consists mainly of sales companies 

and it has fewer production sites; therefore, products sold in this segment might 

contribute to the financial performance of another segment as well.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

50

•

Key & Wall Solutions segment:

 the global Key Systems and Movable Walls business 

units are combined in this segment. Key Systems offers a range of high-

performance key blanks and mechanical, electronic, and (semi-)industrial key cutting 

and origination machines. In addition, the portfolio covers solutions for the 

automotive industry, such as vehicle keys, transponders, and key programming 

devices and duplication equipment. The Movable Walls unit specializes in acoustic 

movable partitions as well as horizontal and vertical partitioning systems. The 

business is global and offers partition solutions that range from manual application 

to fully automatic/electronic walls.

In accordance with the management organization and the reporting to the Group 

management level, the reporting segments consist of the businesses as described above. 

The reporting forms the basis for assessing performance and allocating resources. Segment 

accounting is prepared up to the level of EBITDA/EBIT because these are the key figures 

used for management purposes. Net working capital that is directly attributable or can be 

allocated on a reasonable basis to a specific segment is reported under the segment 

concerned. With the exception of certain central costs and items that affect comparability, 

which are not allocated to the individual segments for internal reporting purposes, the 

segment results are based on the same accounting principles that are used to determine the 

operating profit of the Group. Intersegment transactions are based on the arm’s length 

principle.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

51

CHF million

Net sales third parties

Intercompany sales

Total sales

Operating profit (EBIT)

as % of sales

Depreciation and amortization

Operating profit before depreciation 
and amortization (EBITDA)

as % of sales

Net working capital

Capital expenditure

Net sales third parties

Intercompany sales

Total sales

Operating profit (EBIT)

as % of sales

Depreciation and amortization

Operating profit before depreciation 
and amortization (EBITDA)

as % of sales

Net working capital

Capital expenditure

Net sales third parties

Intercompany sales

Total sales

Operating profit (EBIT)

as % of sales

Depreciation and amortization

Operating profit before depreciation 
and amortization (EBITDA)

as % of sales

Net working capital

Capital expenditure

Net sales third parties

Intercompany sales

Total sales

Operating profit (EBIT)

as % of sales

Depreciation and amortization

Operating profit before depreciation 
and amortization (EBITDA)

as % of sales

Net working capital

Capital expenditure

Financial year 
ended 
30.06.2020

Financial year 
ended 
30.06.2019

Financial year 
ended 
30.06.2020

Financial year 
ended 
30.06.2019

Financial year 
ended 
30.06.2020

Financial year 
ended 
30.06.2019

Access Solutions AMER

Access Solutions APAC

Access Solutions DACH

720.4

34.9

755.3

114.8

15.2%

13.3

128.1

17.0%

165.8

24.3

783.7  

33.0  

816.7  

154.7  

18.9%  

13.4  

168.1  

20.6%  

210.2  

19.9  

378.2

24.2

402.4

46.6

11.6%

8.2

54.8

13.6%

100.4

8.0

435.8  

26.5  

462.3  

60.4  

13.1%  

8.5  

68.9  

14.9%  

109.1  

10.9  

501.4

290.5

791.9

112.3

14.2%

17.0

129.3

16.3%

136.5

16.8

534.4

328.6

863.0

136.4

15.8%

17.2

153.6

17.8%

138.8

32.3

Access Solutions EMEA

Eliminations

Access Solutions TOTAL

585.2

110.9

696.1

32.8

4.7%

12.7

45.5

6.5%

167.1

11.8

0.0

0.0

0.0

–93.3

0.0%

11.7

–81.6

0.0%

–13.2

16.6

660.7  

117.1  

777.8  

43.6  

5.6%  

13.1  

56.7  

7.3%  

199.2  

14.4  

0.0

–454.3

–454.3

–2.1

0.5%

0.0

–2.1

0.5%

–14.5

0.0

0.0

–497.9

–497.9

–0.8

0.2%

0.0

–0.8

0.2%

–14.3

0.0

Key & Wall Solutions

340.2

11.2

351.4

41.7

11.9%

8.8

50.5

14.4%

84.0

10.4

388.0  

13.9  

401.9  

54.0  

13.4%  

9.0  

63.0  

15.7%  

111.5  

15.4  

Corporate

Eliminations

0.0  

0.0  

0.0  

–74.1

0.0%  

11.6  

–62.5

0.0%  

–6.2

16.8  

0.0

–21.9

–21.9

0.0

0.0%

0.0

0.0

0.0%

2.0

0.0

0.0

–24.4

–24.4

0.0

0.0%

0.0

0.0

0.0%

1.1

0.0

2,185.2

6.2

2,191.4

304.4

13.9%

51.2

355.6

16.2%

555.3

60.9

14.4

4.5

18.9

0.4

2.1%

0.1

0.5

2.6%

3.8

7.0

2,539.8

0.0

2,539.8

253.2

10.0%

71.8

325.0

12.8%

631.9

94.9

2,414.6

7.3

2,421.9

394.3

16.3%

52.2

446.5

18.4%

643.0

77.5

Other

15.7

3.2

18.9

0.8

4.0%

0.2

1.0

5.3%

3.8

1.7

Group

2,818.3

0.0

2,818.3

375.0

13.3%

73.0

448.0

15.9%

753.2

111.4

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Annual Report 2019/20

Consolidated financial statements

52

1.2 Net sales by region

CHF million

Financial 
year 
ended 
30.06.2020

Financial 
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ended 
30.06.2019

%  

%

Net sales to third parties

2,539.8 100.0

2,818.3 100.0

Switzerland

Germany

Rest of EMEA

Americas

Asia Pacific

178.9

329.8

726.9

942.5

361.7

7.0

13.0

28.6

37.2

14.2

 176.3 

 352.9 

 836.3 

 1,027.4 

 425.4 

6.3

12.5

29.7

36.4

15.1

Accounting principles

Net sales include all sales of goods and related services, after deduction of any sales 

reductions including rebates, discounts, value-added taxes, and commissions.

Sales related to tangible and intangible products is recognized when the products 

have been delivered and the benefits and risks as well as the authority to dispose of 

the products have been transferred to the customer. Sales related to services is 

recognized when the services have been performed. Distinctive components related 

to multi-element contracts are recognized separately.

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Annual Report 2019/20

Consolidated financial statements

53

1.3 Personnel expenses

CHF million

Personnel expenses

Salaries and wages

Social security expenses

Share-based payments

Pension cost (see note 2.5)

Employment termination expenses

Other benefits

Financial 
year 
ended 
30.06.2020

Financial 
year 
ended 
30.06.2019

%  

%

1,027.7 100.0 

1,055.1

100.0

815.4

79.3 

847.0

80.2

163.8

16.0 

166.4

15.8

6.0

25.9

15.4

1.2

0.6 

2.5 

1.5 

0.1 

9.1

25.7

5.9

1.0

0.9

2.4

0.6

0.1

Employees at balance sheet date

Average number of full-time equivalent employees

15,189

15,676

15,829

15,811

Average number of employees per segment

15,676 100.0 

15,811

100.0

Access Solutions AMER

Access Solutions APAC

Access Solutions DACH

Access Solutions EMEA

Key & Wall Solutions

Other

Corporate

2,811

17.9 

3,299

21.0 

2,875

3,326

18.2

21.0

3,452

22.0 

3,481

22.0

3,468

22.1 

2,188

14.0 

61

397

0.4 

2.6 

3,408

2,296

66

359

21.6

14.5

0.4

2.3

Average number of employees per geographical region

15,676 100.0 

15,811

100.0

Switzerland

Germany

Rest of EMEA

Americas

Asia Pacific

825

5.3 

2,971

19.0 

3,688

23.5 

3,825

24.4 

4,367

27.8 

804

3,022

3,615

3,975

4,395

5.1

19.1

22.9

25.1

27.8

Share-based payments
The Compensation Committee nominates individual Executive Committee (EC) members 

and other members of Senior Management for long-term incentive awards. The long-term 

incentive award is split into two components: in the 2019/20 financial year one-half 

(2018/19: two-thirds) is granted in the form of restricted shares of dormakaba subject to a 

three-year blocking period. This component of the award is designed to provide participants 

an ownership interest in the long-term value creation of the company by making them 

shareholders. The second half (2018/19: one-third) of the award is granted in the form of 

performance share units of dormakaba subject to a three-year performance-based vesting 

period. This component of the award is designed to reward participants for the future 

performance of the earnings per share (EPS) and, since the 2018/19 financial year, the 

relative Total Shareholder Return (TSR) of the company over the three-year performance 

period. Both performance conditions are equally weighted at 50%. The vesting level may 

range from 0% to a maximum of 200% of the original number of units granted (maximum 

two shares for each performance share unit originally granted).

The fair value of the restricted shares corresponds to the value of the closing price of the 

dormakaba Holding AG share on the SIX Swiss Exchange as at the business day prior to the 

date of the allocation.

The fair value of the performance share units as at the grant date comprises adjustments 

for lost dividends during the vesting periods and the TSR performance condition. The 

expenses for the performance share units are allocated on a straight-line basis over the 

vesting period.

The restricted shares allocated to the members of the Board of Directors (BoD) are also 

blocked for three years.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

54

Further information about the allocation of treasury shares is disclosed in the note on 

share 

capital and treasury shares (3.2)

, and further details about long-term incentive stock award 

plans are outlined in the 

Compensation Report
.

Accounting principles

The fair value of the employee services received in exchange for shares is measured 

at the fair value of the shares as at the grant date and recognized as an expense 

with a corresponding entry in equity. Expenses for shares that vest immediately are 

recognized accordingly. Shares that are subject to future services are recognized 

over the vesting period.

1.4 Financial result

CHF million

Financial income

Interest income

Other financial income

Financial expense

Interest expenses for bonds

Interest expenses for forward contracts

Other interest expenses

Foreign exchange losses (gains) 

Other financial expenses

1.5 Taxes

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

Note  

1.4

1.2

0.2

43.2

4.5

22.1

10.1

2.8

3.7

2.2

1.4

0.8

47.4

4.4

26.3

11.4

2.4

2.9

3.1

3.5

3.5

Income taxes
The weighted applicable tax rate is calculated using the expected income tax rates of the 

individual Group companies in each jurisdiction. These rates vary significantly. The change in 

the weighted applicable tax rate is mainly due to benefits from the US tax reform.

CHF million

Profit before taxes

Weighted applicable tax rate

Tax calculated at applicable tax rate

Current income taxes

Deferred income taxes

Income taxes

Difference between applicable and effective income taxes

Impact of losses and tax loss carryforwards

Tax-exempt income

Non-deductible expenses

Non-recoverable withholding tax expenses

Tax charges (credits) relating to prior periods, net

Other

Income taxes charged to equity

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

211.2

23.4%

332.7

24.2%

49.4

39.0

8.1

47.1

–2.3

–4.2

–2.7

3.3

3.5

1.8

–4.0

0.5

80.6

67.7

12.5

80.2

–0.4

–2.4

–2.6

3.1

2.9

0.8

–2.2

0.1

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dormakaba

Annual Report 2019/20

Consolidated financial statements

55

Deferred taxes

CHF million

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

Balance sheet presentation of deferred income taxes

Total deferred income taxes, net

Deferred income tax assets

Deferred income tax liabilities

Expiration of tax loss carryforwards not recognized as 
deferred tax assets

Balance of tax loss carryforwards at end of financial year 

Expiry in 1 year

Expiry in 2 to 5 years

Expiry after 5 years

No expiry

Accounting principles

 135.3 

 159.7 

 24.4 

139.9  

0.0  

8.3  

3.0  

128.6  

147.9

173.3

25.4

170.0

0.2

14.2

12.0

143.6

Current income taxes are based on taxable income for the current year and charged 

to income when incurred. Deferred income taxes are determined using the liability 

method, with the applicable and substantially enacted income tax rates applied on a 

comprehensive basis to eligible temporary differences. Deferred income tax assets 

arising from temporary differences are only recognized to the extent that it is 

probable that future taxable profit will be available, against which the temporary 

differences can be utilized. Deferred income taxes resulting from tax loss 

carryforwards applicable to future taxable income are only recognized to the extent 

of the available deferred tax liabilities.

Use of accounting estimates

The recoverable amount of deferred income tax assets is based on past 

performance and forecasts of the corresponding taxable entity over a period of 

several years. Deviations between actual and projected results can lead to 

impairment losses.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

56

2. Operating assets and liabilities

Detailed information on the operating assets used and liabilities incurred to support the 

Group’s operating activities are disclosed in this section. This includes disclosures on the 

valuation of trade receivables and inventory as well as movements in tangible and intangible 

assets, provisions, and employee benefits.

2.1 Trade receivables

Maturity analysis

CHF million

Financial year ended 30.06.2020  

Financial year ended 30.06.2019

Gross  

Allow.  

Net  

Gross  

Allow.  

Net

Trade receivables

Not yet due

1–30 day(s) overdue

31–60 days overdue

61–90 days overdue

91–120 days overdue

121–150 days overdue

412.8  

–24.7  

388.1  

522.2  

–22.7  

271.4  

42.5  

18.3  

17.9  

12.6  

7.8  

–0.4  

–0.3  

–0.1  

–0.1  

–0.4  

–0.5  

271.0  

345.0  

42.2  

18.2  

17.8  

12.2  

7.3  

19.4  

81.7  

26.3  

17.8  

10.2  

5.0  

36.2  

–1.2  

–0.2  

–0.2  

–0.1  

–0.4  

–0.3  

–20.3  

499.5

343.8

81.5

26.1

17.7

9.8

4.7

15.9

More than 150 days overdue

42.3  

–22.9  

The Group does not hold material collateral as security for trade receivables.

Accounting principles

Short-term accounts receivable are stated at nominal value less allowance for 

doubtful accounts. The amount of the allowance is the difference between the 

asset’s carrying amount and the present value of estimated future cash flows. It is 

assessed based on the maturity structure. In addition, accounts receivable are 

individually impaired if there is clear evidence of insolvency or other indications that 

collectability is severely endangered.

2.2 Inventories

CHF million

Inventories, net

Allowance for obsolete and slow-moving items

Inventories, gross

Raw materials and supplies

Semi-finished goods and work in progress

Finished goods

Prepayments to suppliers

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

445.0  

57.1  

502.1  

205.8  

74.6  

218.7  

3.0  

454.7

52.8

507.5

196.3

85.9

221.2

4.1

Accounting principles

Inventories are valued at the lower of purchase/manufacturing cost and net 

realizable value. Cost is determined using the weighted average method. 

Manufacturing cost includes direct labor and material as well as a commensurate 

share of related overhead cost. Allowances are made for obsolete and slow-moving 

items. Cash discounts from suppliers are treated as purchase cost reductions.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

57

2.3 Property, plant, and equipment/Intangible assets

CHF million, 
except where indicated

Plant, 
machinery,
and 
equipment  

Land and 
buildings  

Furniture
and 
fixtures  

Pre-

payments  

Total 
property, 
plant, and 
equipment  

Intangible 
assets

30 June 2020, net

30 June 2019, net

234.8  

127.7  

234.6  

127.4  

58.7  

61.2  

20.6  

441.8  

42.2  

465.4  

83.7

63.7

Cost 30 June 2020

348.1  

345.1  

176.0  

20.6  

889.8  

166.0

Additions

Disposals

Reclassifications

Acquisition of businesses

Translation exchange 
differences

30 June 2019

Additions

Disposals

Reclassifications

Acquisition of businesses

Translation exchange 
differences

4.2  

–7.4  

20.2  

0.0  

18.2  

–8.2  

12.8  

0.1  

16.2  

–6.2  

6.1  

0.4  

21.0  

–0.1  

–41.5  

0.0  

59.6  

–21.9  

–2.4  

0.5  

35.3

–0.5

2.3

0.0

–11.3  

–12.5  

–8.0  

–1.1  

–32.9  

–5.1

342.4  

334.7  

167.5  

42.3  

886.9  

134.0

7.8  

–8.1  

2.0  

0.0  

18.8  

–8.1  

17.3  

0.1  

19.3  

38.5  

84.4  

–5.8  

0.0  

–22.0  

5.9  

0.1  

–25.5  

–0.3  

0.0  

0.2  

–7.3  

–8.9  

–5.4  

–1.2  

–22.8  

1 July 2018

348.0  

315.5  

153.4  

30.5  

847.4  

Estimated useful life (in years)  

20-50 1)

4-15  

3-15  

Accumulated 
depreciation 30 June 2020

Additions

Disposals

Reclassifications

Divestment of businesses

Translation exchange 
differences

30 June 2019

Additions

Disposals

Reclassifications

Translation exchange 
differences

1 July 2018

1) Land is not depreciated.

113.3  

217.4  

117.3  

9.7  

–2.4  

0.1  

0.0  

25.7  

–8.0  

–0.4  

0.0  

21.3  

–5.6  

0.4  

0.0  

–1.9  

–7.2  

–5.1  

107.8  

207.3  

106.3  

11.5  

–2.9  

0.1  

26.8  

–7.9  

–1.3  

–1.6  

–5.4  

100.7  

195.1  

21.1  

–5.9  

1.2  

–3.1  

93.0  

0.0  

0.0  

0.0  

–0.1  

0.0  

0.0  

0.1  

0.1  

0.0  

0.0  

448.0  

56.7  

–16.0  

0.0  

0.0  

–14.2  

421.5  

59.5  

–16.7  

0.0  

0.0  

0.0  

–10.1  

388.8  

–1.7

60.0

27.0

–1.3

0.3

0.0

–3.5

111.5

2-5

82.3

15.1

–0.4

0.0

0.0

–2.7

70.3

13.5

–1.3

–0.2

Intangible assets: additions to cost include CHF 9.6 million (2018/19: CHF 5.4 million) 

invested in research and development projects.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

58

Accounting principles

Property, plant, and equipment 

are recorded at cost less accumulated depreciation 

using the straight-line method. Subsequent costs are included in the asset’s carrying 

amount or recognized as a separate asset, as appropriate, only when it is probable 

that future economic benefits associated with the item will flow to the Group and 

the cost of the item can be measured reliably. The carrying amount of the replaced 

part is derecognized. All other repairs and maintenance are charged to the income 

statement during the financial period in which they are incurred.

Items of minor value are charged directly to the income statement. All gains and 

losses on the disposal of property, plant, and equipment are recognized in the 

income statement.

Intangible assets

 that embody future economic benefits (such as acquired licenses, 

patents, and similar rights) and eligible development costs are capitalized at cost 

and are amortized using the straight-line method.

Development costs are recognized as an asset when specific recognition criteria are 

met and the amount recognized is assessed to be recoverable through future 

economic benefits.

Use of accounting estimates

Property, plant, and equipment as well as intangible assets are tested for 

impairment whenever events or changes in circumstances indicate that the carrying 

amount may not be recoverable. To determine whether impairment exists, 

estimates are made of the expected future cash flows arising from the use of the 

asset. Actual cost may differ from the discounted future cash flows based on these 

estimates.

2.4 Provisions

CHF million

Warranty and
customer returns  

Restructuring  

Other  

Total

Provisions 30 June 2020

Additions

Releases

Usage

Acquisition of businesses

Translation exchange 
differences

Provisions 30 June 2019

Additions

Releases

Usage

Translation exchange 
differences

Provisions 1 July 2018

14.3  

9.0  

–1.0  

–8.2  

0.1  

–0.5  

14.9  

9.9  

–0.8  

–7.5  

–0.5  

13.8  

12.6  

10.5  

–1.0  

–4.0  

0.0  

–0.4  

7.5  

3.7  

–0.4  

–12.3  

–0.3  

16.8  

17.0  

7.8  

–0.7  

–5.5  

0.0  

–1.2  

16.6  

5.9  

–1.5  

–7.7  

–0.6  

20.5  

43.9

27.3

–2.7

–17.7

0.1

–2.1

39.0

19.5

–2.7

–27.5

–1.4

51.1

The additions in the provisions for restructuring mainly relates to initiatives to address the 

ongoing Covid-19 pandemic.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

59

Accounting principles

Provisions are recognized when:

• the Group has a present obligation (legal or constructive) as a result of a 

past event;

• it is probable that a use of resources will be required to settle the obligation; 

and

• the amount of the obligation can be reliably estimated.

The provision for warranty and customer returns covers customer warranty claims 

and voluntary concessions as well as customer returns.

A restructuring is a program planned and controlled by the Management that 

materially changes the manner in which the business is conducted. Costs relating to 

restructuring plans or agreements, including the reduction of excess staff, the 

discontinuation of certain activities, the streamlining of facilities and operations, 

and other restructuring measures, are recorded in the period in which the Group 

commits itself to a detailed formal plan.

Other provisions mainly comprise those relating to environmental risks, litigation, 

and sales agents' indemnities.

Use of accounting estimates

In the course of their ordinary operating activities, Group companies can face claims 

from third parties. Provisions for pending claims are measured on the basis of the 

information available and a realistic estimate of the expected outflow of resources. 

The outcome of these proceedings may result in claims against the Group that 

cannot be met at all or in full through provisions or insurance cover.

Significant judgment is required to determine the costs of restructuring plans. The 

actual cost might deviate from the original plan.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

60

2.5 Employee benefit liabilities

CHF million

Financial year 
ended 

30.06.2020  

Financial year 
ended 
30.06.2019  

Economic part of 
the Corporation  

Translation 
differences  

Financial year 
ended 

30.06.2020  

Financial year 
ended 
30.06.2019

Change to 
previous year 
period or 
recognized 
in current 
result of the 
period, 

Contributions 
concerning 
the 
business 

respectively  

period  

Pension benefit expenses 
within personnel expenses

 25.5 

 9.5 

 15.0 

 1.0 

 25.9 

 9.5 

 15.0 

 1.4 

 25.7 

 9.0 

 12.2 

 4.5 

Total

Pension institutions 
with surplus

Pension institutions 
without surplus/deficit

Pension institutions 
without own assets

Other long-term 
employee benefits

CHF million

 288.4 

 295.5 

 –10.0 

 0.4 

 263.0 

 272.6   

 –10.0 

 0.4 

 25.4 

 22.9   

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

Pension benefit expenses within personnel expenses

Decrease/increase economic obligation from pension 
institutions without own assets

Contributions and changes employer contribution reserves

Contributions to pension institutions from Group entities

25.9  

1.4  

24.5  

24.5  

25.7

4.5

21.2

21.2

The expenses for pension institutions with a surplus relate entirely to pension plans in 

Switzerland. The Swiss plans are valued annually as of December and in line with Swiss 

GAAP FER 26. The pension institutions without own assets are assessed annually as of the 

financial year-end closing. They relate mainly to pension liabilities of Group companies in 

Germany, Austria, and Italy.

Accounting principles

There are various pension plans in existence within the Group, which are individually 

aligned with local conditions in the respective countries. The plans are financed 

either by means of contributions to legally independent pension/insurance funds or 

by recognition as liabilities in the balance sheet of the respective Group companies. 

An economic obligation or an economic benefit arising from a Swiss pension scheme 

is determined from the statements made on the basis of Swiss GAAP FER 26 

“Accounting of Pension Plans” and recognized in the balance sheet accordingly.

The provision for pension plans of foreign subsidiaries, which are not organized as an 

independent legal entity, is determined based on the local valuation methods.

Use of accounting estimates

dormakaba Group operates pension plans in various countries. The calculation of 

pension provisions for plans that do not have their own assets is based on actuarial 

assumptions, which may differ from the actual results.

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Annual Report 2019/20

Consolidated financial statements

61

2.6 Other assets and liabilities

Other assets

CHF million

Other current assets 

Prepaid expenses

Retentions

Sales, withholding and other recoverable taxes

Fair value of forward contracts

3.5

Other receivables and miscellaneous

Non-current financial assets

Loans

Pension-related assets

Long-term prepaid expenses

Long-term held securities

Accounting principles

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

Note  

60.4

17.5

5.7

33.0

1.0

3.2

35.9

0.0

19.4

6.6

9.9

58.8

21.9

5.5

28.7

0.0

2.7

39.5

1.7

21.7

7.0

9.1

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Long-term held securities are recorded at fair value. All realized and unrealized gains 

and losses are recognized in the income statement. Other non-current financial 

assets are stated at amortized cost less valuation adjustments.

Other liabilities

CHF million

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

Note  

Accrued and other current liabilities

Advances from customers

Deferred income

Sales, withholding and other tax payable

Payables to social security and pension fund

Accruals for vacation, overtime, and other employee 
benefits

Accrued interest 

Fair value of forward contracts

3.5

Other accruals and current non-interest-bearing 
liabilities

312.6

38.8

33.4

35.7

17.3

89.3

3.6

0.7

93.8

336.7

32.6

34.1

38.7

13.3

112.4

3.3

1.9

100.4

Current borrowings and other non-current liabilities are disclosed in the note on 

capital 

management (3.1)

 as this information relates to capital management disclosures.

Accounting principles

Financial liabilities measured at amortized cost are initially recorded at fair value, 

net of transaction costs incurred, and subsequently measured at amortized cost. 

Any difference between the proceeds from disposal (net of transaction costs) and 

the redemption value is recognized in the income statement over the period of the 

borrowing using the effective interest method.

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Annual Report 2019/20

Consolidated financial statements

62

3. Capital and financial risk
management

This section outlines the principles and procedures applied to manage the capital structure 

and the financial risks to which the Group is exposed. Detailed information on dormakaba 

Group’s sources of funding, such as credit facilities and bonds, are also provided here. In 

addition, the details of the share capital, treasury shares, earnings per share, and dividends 

are disclosed in this section. The theoretical movement of goodwill provides information 

about the impact of dormakaba Group’s accounting option to offset the goodwill in equity.

3.1 Capital management

Capital management has the following objectives:

• securing sufficient liquidity to meet the Group’s needs to fulfil its financial

obligations;

• securing sufficient funding capacity for future investments and acquisitions;

• ensuring creditworthiness;

• achieving an appropriate risk-adjusted return for investors.

As a consequence of the Covid-19 pandemic, dormakaba has adjusted its financial 

management in order to retain entrepreneurial flexibility and financial stability at all times 

during this crisis. Measures aimed at focusing on cash flow by following the “cash is king” 

principle. This includes daily monitoring of the liquidity and financial debt status on group 

level, also regarding financial covenants and undrawn credit facilities. Further increased 

attention was on the net working capital management, which also includes a strict credit 

management and collection discipline on the trade receivables as well as restrictions on 

capital expenditures.

Borrowings and other financial liabilities

CHF million

Current borrowings

Short-term bank loans and overdrafts

Current portion of other non-current liabilities

Bonds

Other non-current liabilities

Other non-interest bearing liabilities

Other interest-bearing liabilities

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

139.9

139.0

0.9

86.3

84.9

1.4

680.4

680.5

4.2

0.1

4.1

7.0

4.0

3.0

Credit facility
As of 30 June 2020, the short-term bank loans and overdrafts amount to CHF 139.0 million 

(2018/19: CHF 84.9 million).

The majority of the current borrowings relates to a syndicated credit facility of CHF 500 

million established in March 2016 for a five-year period, which includes options for a 

prolongation of two additional years and for an increase of up to CHF 200 million. The single 

financial covenant is the net debt ratio (calculated as the ratio of net debt to EBITDA). As of 

30 June 2020 and throughout the 2019/20 financial year, dormakaba complied with this 

financial covenant.

The interest expenses on short-term bank loans and overdrafts are recorded within other 

interest expenses. Interest expenses are disclosed in detail in the note on the 

financial result 

(1.4)

.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

63

Net debt
Disclosed below are the corresponding key figures as at 30 June 2020 and 30 June 2019, 

respectively, including the maturities.

CHF million

Current 
borrowings

Other non-current 
liabilities

Bonds

Cash and cash 
equivalents

Net debt

EBITDA

Net debt/EBITDA 
(Leverage)

Financial year ended 30.06.2020  

Financial year ended 30.06.2019

Up to 
1 year  

2 to 5 
years  

Over 
5 years  

Total  

Up to 
1 year  

2 to 5 
years  

Over 
5 years  

Total

139.9  

139.9  

86.3  

86.3

2.0  

2.2  

4.2  

6.3  

0.7  

7.0

  360.0  

320.4   680.4  

360.1  

320.4  

680.5

  –156.8  

  –156.8  

–122.4  

–122.4

–16.9   362.0  

322.6  

667.7  

–36.1  

366.4  

321.1  

651.4

325.0  

2.1x  

448.0

1.5x

The interest expenses for drawdowns from the syndicated credit facility and other credit 

facilities are recorded within other interest expenses. Interest expenses are disclosed in 

detail in the note on the 

financial result (1.4)

.

Accounting principles

Financial liabilities measured at amortized cost are initially recorded at fair value, 

net of transaction costs incurred, and subsequently measured at amortized cost. 

Any difference between the proceeds of disposal (net of transaction costs) and the 

redemption value is recognized in the income statement over the period of the 

borrowing using the effective interest method.

Bonds
Two bonds were placed in September 2017 in the Swiss capital market by dormakaba 

Finance AG, a Group company of dormakaba Holding AG, as a dual tranche transaction 

worth a total of CHF 680 million (ISIN CH0384629884 due in 2021 and ISIN CH0384629892 

due in 2025).

CHF million

Bonds (at fixed interest rates)

CHF 360 million bond 2017 – 2021 
Payment date: 13 October 2017
Issue price: 100.298%

CHF 320 million bond 2017 – 2025 
Payment date: 13 October 2017
Issue price: 100.46%

Coupon
% p.a.

Financial year 
ended 30.06.2020  

Coupon
% p.a.

Financial year 
ended 30.06.2019

680.4  

680.5

0.375

360.0  

0.375

360.1

1.000

320.4  

1.000

320.4

The interest expenses for the two bonds amount to CHF 4.5 million in 2019/20 (2018/19: 

CHF 4.4 million). This is disclosed in the note on the 

financial result (1.4)

.

Accounting principles

Bonds are initially recorded at issue price, net of issue costs. Issue costs as well as 

any discount or premium are recognized in the financial result of the income 

statement over the period of each bond.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

64

3.2 Share capital and treasury shares

Share capital
As of 30 June 2020, the share capital comprised 4,200,026 registered shares with a par 

value of CHF 0.10 each. The shares are listed on the SIX Swiss Exchange (DOKA/ISIN 

CH0011795959).

Conditional capital as of 30 June 2020 amounted to CHF 42,438.

In accordance with the resolution of the Annual General Meeting (AGM) of 22 October 2019, 

the BoD is authorized to increase the share capital, no later than 22 October 2021, by a 

maximum amount of CHF 42,000 through the issue of a maximum of 420,000 fully paid-in 

registered shares at a nominal value of CHF 0.10 each. The increase may be made in partial 

amounts. No shares were issued out of authorized capital in the 2019/20 financial year.

Treasury shares
Treasury shares are recorded as a negative balance within equity and disclosed in the 

consolidated statement of changes in equity. These registered shares are predominantly 

intended for share-based compensation. Further information about the long-term incentive 

stock award plans are disclosed in the note on 

personnel expense (1.3)

 and within the 

Compensation Report
.

Equity and treasury shares

Treasury shares as at 30 June

Purchases of treasury shares

Shares awarded (share-based compensation)

Treasury shares as at 1 July

Financial year ended 30.06.2020

Financial year ended 30.06.2019

Number of 
shares  

Transaction (Ø) 
price in CHF per 
share  

Treasury shares
in CHF million

Number of 
shares  

Transaction (Ø) 
price in CHF per 
share  

Treasury shares
in CHF million

 42,810 

 0

–11,899 

 54,709 

 733.00 

0.00

 743.55 

 735.29 

 31.4 

0.0

–8.8 

 40.2 

 54,709 

 53,028 

–11,102 

 12,783 

 735.29 

 730.00 

 788.47 

 803.44 

 40.2 

 38.7 

 –8.8 

 10.3 

In the 2019/20 financial year, a total of 11,899 shares (2018/19: 11,102 shares) were allocated. 

10,104 shares (6,006 restricted and 4,098 performance shares) were vested as part of the 

long-term incentive stock award plans (2018/19: 9,217 shares made up of 7,659 restricted 

and 1,558 performance shares). In addition, 1,787 restricted shares (2018/19: 1,282 restricted 

shares) were allocated to the BoD members and 8 shares (2018/19: 603 shares) were 

allocated as consideration for acquisitions from previous years. Further information on the 

long-term incentive stock award plans is included in the 

Compensation Report
.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

65

3.3 Earnings per share and dividends

Earnings per share

Number of shares, 
except where indicated

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

Net profit attributable to the owners of the parent

84.6  

 131.8 

For basic number of shares

Number of shares outstanding at end of financial year

Own shares (acquired)/reissued

Number of shares outstanding at beginning of financial year

4,157,216  

11,899  

4,145,317  

4,145,317

–41,926

4,187,243

Weighted average number of shares outstanding (basic)

4,149,791  

4,166,973

Basic earnings per share in CHF 

20.4  

31.6

For diluted number of shares

Weighted average number of shares outstanding (basic) 

4,149,791  

4,166,973

Eligible shares under stock award plans and shares awarded in 
acquisitions

9,945  

13,016

Weighted average number of shares outstanding (diluted)

4,159,736  

4,179,989

Diluted earnings per share in CHF 

20.3  

31.5

The earnings per share is calculated based on the profit attributable to the owners of the 

parent only. Net profit attributable to minority interests is not taken into account. The 

minorities represent mainly the shareholders who hold 47.5% of the shares of dormakaba 

Holding GmbH + Co. KGaA, a direct subsidiary of the Group parent, dormakaba Holding AG, 

which holds the remaining 52.5%. The legal subsidiaries are disclosed in the note on the 

legal 

structure of the dormakaba Group (5.3)
.

Accounting principles

Basic earnings per share is calculated by dividing net profit attributable to the 

owners of the parent by the weighted average number of shares outstanding during 

the reporting period.

The diluted earnings per share includes all potentially dilutive effects.

Dividends

CHF million, 
except where indicated

CHF per 
share 1)  

Financial year 
ended 
30.06.2020 2)  

CHF per 
share  

Financial year 
ended 
30.06.2019  

CHF per 
share  

Financial year 
ended 
30.06.2018

Dividend for the 
financial year

Net profit 
attributable to the 
owners of the parent

Dividend payout ratio 
in %

10.50  

43.7  

16.00  

66.5  

15.00  

62.2

84.6  

51.6  

131.8  

50.5  

123.8

50.2

1) In 2019/20: proposal to the AGM; distribution of an equal share from the reserves from capital 

contributions and from statutory retained earnings.
Date of payment: 26 October 2020 (estimated final dividend payable, subject to variations in the 
number of shares up to the recording date). This dividend has not been recognized as a liability as at 
30 June 2020 and will be recognized in subsequent consolidated financial statements.

2) The dividend for the financial year is calculated on the basis of the outstanding shares at the end of 

the financial year.

dormakaba Group envisages a dividend policy whereby the minimum payout ratio should be 

50% of the consolidated net profit after minority interests.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

66

The dividend distribution is proposed to the AGM in the form of an equal distribution from 

legal capital reserves and statutory retained earnings of the parent entity, dormakaba 

Holding AG. After approval of this proposal by the AGM, the distribution from the reserves 

from capital contributions as well as dividend distribution from statutory retained earnings 

will be paid out on 26 October 2020 according to the instructions received: CHF 10.50 

(2018/19: CHF 16.00) gross per listed registered share at CHF 0.10 par value, whereof only 

the distribution from reserves from capital contributions will be paid free of Swiss 

withholding tax in accordance with Art. 5 para. 1  of the Federal Law on Withholding Tax.

bis

3.4 Theoretical equity and goodwill movement

The total goodwill of CHF 137.4 million, resulting from acquisitions, recorded in the 2019/20 

financial year (2018/19: CHF 8.0 million) is offset in equity as disclosed in the consolidated 

statement of changes in equity. See also the note on 

business combinations (4.3)

. The 

following tables show the impact on equity and net profit based on the assumption that the 

goodwill was capitalized and amortized over a period of five years.

CHF million

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

Theoretical book value of goodwill, net

406.2  

667.6

Cost 30 June

Additions from acquisitions

Adjustments (earn-out, divestments and others)

Translation exchange differences

Cost 1 July

Accumulated amortization 30 June

Additions

Translation exchange differences

Accumulated amortization 1 July

2,026.7  

1,935.0

136.9  

0.5  

–45.7  

1,935.0  

1,620.5  

383.7  

–30.6  

1,267.4  

6.5

1.5

–23.2

1,950.2

1,267.4

376.9

–13.2

903.7

Financial year ended 30.06.2020  

Financial year ended 30.06.2019

Theoretical 
(incl. 
amorti-
zation 

goodwill)   Effective  

Theoretical 
(incl. 
amorti-
zation 
goodwill)

Amorti-
zation 
goodwill  

Amorti-
zation 
goodwill  

CHF million

Effective  

Effects on the income 
statement

Operating profit (EBIT)

253.2  

–383.7  

–130.5  

375.0  

–376.9  

EBIT as % of net sales

10.0  

–15.1  

–5.1  

13.3  

–13.4  

–1.9

–0.1

Net profit

164.1  

–383.7  

–219.6  

252.5  

–376.9  

–124.4

Effect on the balance sheet

Equity according to balance 
sheet

Equity as % of balance sheet 
total

141.3  

406.2  

547.5  

258.5  

667.6  

926.1

7.8  

24.7  

13.5  

48.5

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dormakaba

Annual Report 2019/20

Consolidated financial statements

67

Accounting principles

As goodwill is fully offset in equity at the date of acquisition, an impairment of 

goodwill does not affect income; it is only disclosed in the notes to the consolidated 

financial statements.

Goodwill represents the excess of the consideration transferred, the amount of any 

non-controlling interest in the acquired entity, and the book value as at the 

acquisition date of any previous equity interest in the acquired entity over the fair 

value of the Group’s share of the identifiable net assets acquired. Only intangible 

assets purchased separately are recognized as part of an acquisition. The positive or 

negative goodwill resulting from acquisitions is offset in equity at the date of 

acquisition against retained earnings.

If the purchase price contains elements that are dependent on future results, they 

are estimated as accurately as possible at the date of acquisition and recognized in 

the balance sheet. In the event of any disparities when the definitive purchase price 

is settled, the goodwill offset in equity is adjusted accordingly. The consequences of 

a theoretical capitalization and amortization of goodwill are explained in the note on 

the theoretical movement of goodwill.

3.5 Financial risk management

The tasks of the BoD include identifying risks, determining suitable measures, and 

implementing these measures or having them implemented. The BoD of dormakaba 

Holding AG conducted a regular Group-wide risk assessment in the year under review and 

determined the risks to be managed at particular management levels.

With regard to the Covid-19 pandemic, the BoD in April 2020 assessed and acknowledged 

the comprehensive crisis management measures implemented by the Group management. 

The aim of the measures is to ensure the health and safety of all employees and at the same 

time to minimize the impact on business operations and supply chains, and thus on 

customers. In parallel, dormakaba adjusted its financial management as well as its forecast 

structures in order to retain its entrepreneurial flexibility and financial stability at all times 

during the Covid-19 pandemic. dormakaba also initiated a Group-wide cost savings and 

restructuring program in the fourth quarter of financial year 2019/20 to adjust capacities 

and costs which is assessed by the board on an ongoing basis and through dialogue with the 

EC. This ensures that operating risks are given due attention, reported accordingly and the 

BoD has a comprehensive overview of the key risks and measures taken.

Liquidity risk
Liquidity risk arises due to the possibility that dormakaba Group might experience difficulty 

in settling its debts or otherwise meeting its obligations related to financial liabilities.

Liquidity risk is managed centrally by Group Treasury. The Group’s objective is to maintain a 

balance between the continuity of funding and flexibility by using varied financing 

instruments across a range of maturities. The Group aims to maintain a spread of 

maturities to avoid excessive refinancing in any one period. The Group endeavors to maintain 

funding flexibility by keeping available committed credit lines with a variety of 

counterparties.

Credit risk
Credit risk is the risk of loss if a counterparty fails to fulfil its obligations to dormakaba 

Group. Hence, dormakaba Group is exposed to credit risk arising from financing activities, 

including deposits with banks and financial institutions, foreign exchange transactions, and 

other financial instruments, such as trade receivables, other current assets, and non-current 

financial assets.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

68

Cash and cash equivalents are mainly held in the form of current accounts and current fixed-

term deposits. Counterparty risks with financial institutions are monitored continuously and 

are minimized by the Group limiting its relationships to high-ranking banks only.

Trade receivables are monitored on an ongoing basis locally and via Group management 

reporting procedures. The danger of cluster risks on trade receivables is limited due to the 

large number and wide geographical spread of customers. The extent of the credit risk is 

determined mainly by the individual characteristics of each customer. The assessment of 

this risk involves a review of the customer’s creditworthiness based on its financial situation 

and experience. The maturity analysis of trade receivables is disclosed in the note on 

trade 

receivables (2.1)
.

Interest rate risk
Interest rate risk is the risk that the Group’s financial situation is impacted by changes in 

interest rates.

The dormakaba Group’s interest rate risk arises from its short-term and long-term 

borrowings. The interest rate risk is hedged only in a few cases. Management strives for a 

well-balanced mix of long- and short-term interest rate exposure, taking into consideration 

the planned funding requirements. Funding and related interest are managed centrally by 

Group Treasury.

Foreign currency exposure
Translation risk

dormakaba Group does not actively manage the translation risk.

In the 2019/20 financial year, the Group’s equity was negatively impacted in the amount of 

CHF 24.2 million by foreign currency translation (2018/19: CHF 26.4 million positive impact).

The key exchange rates based on net sales in foreign currencies are disclosed in the table 

below:

Currency rates (CHF), 
net sales (CHF million)

Net sales 
30.06.2020  

Exchange 
rate 
30.06.2020  

Average 
rate 
2019/20  

Net sales 
30.06.2019  

Exchange 
rate 
30.06.2019  

Average 
rate 
2018/19

Total net sales

2,539.8  

USD

EUR

CHF

CAD

AUD

GBP

CNY

INR

HKD

NOK

736.4  

707.5  

189.3  

148.9  

138.0  

91.3  

65.2  

49.3  

44.2  

0.952  

1.069  

0.977  

1.080  

1.000  

1.000  

0.696  

0.653  

1.170  

0.134  

0.013  

0.123  

0.729  

0.656  

1.231  

0.139  

0.014  

0.125  

40.8  

0.098  

0.105  

Net sales in other 
currencies

328.9  

2,818.3  

848.8  

791.9  

187.0  

109.3  

146.0  

109.2  

70.7  

70.9  

55.3  

50.6  

378.6  

0.976  

1.110  

1.000  

0.745  

0.684  

1.237  

0.142  

0.014  

0.125  

0.115  

0.995

1.135

1.000

0.752

0.712

1.288

0.146

0.014

0.127

0.117

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dormakaba

Annual Report 2019/20

Consolidated financial statements

69

In the 2019/20 financial year, dormakaba Group’s sales growth was negatively impacted by 

foreign currency translations in the amount of CHF 104.2 million (2018/19: CHF 29.6 million 

negative impact) and EBITDA likewise by CHF 16.0 million (2018/19: CHF 2.4 million negative 

impact).

Transaction risk

Management monitors foreign exchange risks on a regular basis. When management deems 

it appropriate to do so, dormakaba uses derivative financial instruments to manage its 

transaction risk exposure to fluctuations in exchange rates.

Foreign exchange risks relating to intercompany loans are covered to a large extent by 

forward exchange contracts with third parties. The external counterparties involved are 

high-ranking financial institutions. dormakaba enters into financial transactions only to 

hedge against a related off-balance-sheet risk or a highly probable future business 

transaction. No uncovered short transactions are entered into.

Intercompany invoicing is structured in a way that foreign exchange risks are concentrated 

in dormakaba's manufacturing companies. The use of a group netting system with 

intercompany payment terms of up to 60 days reduces the intercompany exposure and 

foreign exchange risk. The third party and intercompany cross-currency exposures are 

reduced through natural hedges or they are hedged using financial instruments.

dormakaba Group actively manages the transaction risk arising from net investment in 

foreign currencies.

The following currency forward contracts for hedging purposes existed as at the balance 

sheet date:

CHF million

Contract value

Fair value – held-for-trading, net

Assets from fair value of forward contracts

Liabilities from fair value of forward contracts

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

 739.1 

740.3

 0.3 

1.0 

 –0.7 

–1.9

0.0

–1.9

In the 2019/20 financial year, the net foreign exchange loss amounts to CHF 2.8 million 

(2018/19: CHF 2.4 million). While the hedges mitigate the foreign currency effect arising 

from intercompany loans, the interest expenses for forward contracts amounts to CHF 22.1 

million (2018/19: CHF 26.3 million). The foreign exchange gains and losses as well as the 

interest expenses and income are disclosed in the note on the 

financial result (1.4)

.

Accounting principles

Derivative financial instruments for the purpose of hedging balance sheet items are 

recorded using the same valuation principles as applied to the underlying hedged 

positions.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

70

4. Other financial information

This section provides details of the various commitments and contingencies as well as 

information about the associated companies, the acquisitions, and the legal subsidiaries 

including the Group companies' shareholdings.

4.1 Commitments and contingencies

Lease commitments
Operating lease payments are charged to income (CHF 36.0 million in 2019/20 and 

CHF 40.5 million in 2018/19) on a straight-line basis over the lease term. The following table 

shows the future minimum lease payments resulting from non-cancellable operating leases:

CHF million

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

Future payment commitments for operating leases

Up to 1 year

2 to 5 years

Over 5 years

118.8  

34.2  

62.7  

21.9  

130.0

33.3

74.1

22.6

Operating lease commitments mainly refer to the lease of buildings used for operational 

purposes.

Accounting principles

Operating lease agreements are lease agreements that do not qualify as finance 

leases and are not capitalized in the balance sheet.

Other commitments and contingencies

CHF million

Current endorsement liabilities

Investments committed to purchase from third parties:

Property, plant, and equipment

Intangible assets

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

 2.1 

 5.5 

 1.5 

3.7

13.4

0.6

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dormakaba

Annual Report 2019/20

Consolidated financial statements

71

4.2 Equity accounted investments

CHF million

Investments in associates - 30 June

Increase of investments in associates

Sale of investments in associates

Share of profit (loss)

Translation exchange differences

Investments in associates - 1 July

Result from associates

Share of profit (loss)

Profit from sale of investments in associates

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

3.3

0.0

0.0

–0.2

0.0

3.5

–0.2

–0.2

0.0

3.5

1.5

–37.7

–0.3

–0.6

40.6

2.9

–0.3

3.2

Accounting principles

Investments in associates and joint ventures where dormakaba Group exercises 

significant influence but does not have control (i.e. usually an interest between 20% 

and 50%) are accounted for using the equity method of accounting. Under the 

equity method, investments in associated companies and joint ventures are initially 

recognized at cost, and the carrying amount is increased or decreased to recognize 

dormakaba Group’s share of the profit or loss of the associate/joint venture after 

the date of acquisition. Profit and loss are attributed to the owners of the parent 

and to the minority interests, even if this results in a negative balance. Investments 

in which dormakaba Group does not have significant influence (i.e. dormakaba 

Group’s interest is usually less than 20%) are recorded at cost.

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Annual Report 2019/20

Consolidated financial statements

72

4.3 Business combinations

The following table summarizes all considerations paid for businesses, as well as the assets 

and liabilities acquired and recognized at fair value as at the acquisition date for the full 

financial year 2019/20 and for the full financial year 2018/19 in comparison.

CHF million

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

 Alvarado 

 Others 

Total consideration

Cash paid

Deferred payment

Acquisition-related costs

Identifiable assets and 
liabilities

Cash and cash equivalents  

Trade receivables

Inventories

Current income tax assets

Other current assets

Property, plant, and 
equipment

Deferred income tax assets  

Trade payables

Current income tax 
liabilities

Accrued and other current 
liabilities

Provisions

Non-current borrowings

Goodwill

159.6 

158.0 

0.7 

0.9 

23.8 

16.8 

4.1 

5.3 

1.8 

0.2 

0.4 

0.2 

–0.3 

0.0 

–4.6 

–0.1 

0.0 

135.8 

1.7 

1.1 

0.6 

0.0 

0.1 

0.0 

0.1 

0.0 

0.0 

0.0 

0.1 

0.0 

–0.1 

0.0 

0.0 

0.0 

0.0 

1.6 

 Total 

161.3 

159.1 

1.3 

0.9 

23.9 

16.8 

4.2 

5.3 

1.8 

0.2 

0.5 

0.2 

–0.4 

0.0 

–4.6 

–0.1 

0.0 

137.4 

 Total 

6.6 

6.2 

0.1 

0.3 

0.4 

0.4 

0.7 

0.3 

0.0 

0.0 

0.2 

0.0 

–0.3 

–0.1 

–0.5 

0.0 

–0.3 

6.2 

Alvarado Manufacturing Co. Inc.

On 27 June 2019, dormakaba signed an agreement to acquire Alvarado Manufacturing Co. 

Inc., based in Chino (CA/USA). The transaction was closed on 31 July 2019. Alvarado is a 

leading manufacturer of physical access solutions in North America such as speed gates, 

turnstiles, and other admission devices with a focus on office, commercial and government 

buildings, as well as sports, leisure and entertainment facilities.

Accounting principles

Goodwill represents the excess of the consideration transferred, the amount of any 

non-controlling interest in the acquired entity and the book value as at the 

acquisition date of any previous equity interest in the acquired entity over the fair 

value of the Group’s share of the identifiable net assets acquired. Only intangible 

assets purchased separately are recognized as part of an acquisition. The positive or 

negative goodwill resulting from acquisitions is offset in equity at the date of 

acquisition against retained earnings.

If the purchase price contains elements that are dependent on future results, they 

are estimated as accurately as possible at the date of acquisition and recognized in 

the balance sheet. In the event of any disparities when the definitive purchase price 

is settled, the goodwill offset in equity is adjusted accordingly. The consequences of 

a theoretical capitalization and amortization of goodwill are explained in the note on 

the 

theoretical equity and goodwill movement (3.4)

.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

73

5. Other disclosures

This section provides a general understanding of the preparation and consolidation principles 

as well as an overview of the use of accounting estimates. In addition, it details any events 

occurring between the balance sheet date and the date at which the financial statements 

are approved by the BoD.

5.1 About this report

Parent company of the Group
The parent company of the Group is dormakaba Holding AG, a company limited by shares 

that is incorporated and domiciled in Rümlang (Switzerland). The address of its registered 

office is Hofwisenstrasse 24, 8153 Rümlang, Switzerland. The company is listed on the SIX 

Swiss Exchange.

Basis for preparation
These consolidated financial statements were approved for issue by the BoD on 27 August 

2020 and will be presented for approval by the AGM on 20 October 2020.

The consolidated financial statements of dormakaba Group comply with Swiss law and have 

been prepared using the historical cost principle, except where disclosed in the accounting 

policies below, and in accordance with Swiss GAAP FER as a whole (GAAP = Generally 

Accepted Accounting Principles, FER = Fachempfehlung zur Rechnungslegung or “accounting 

and reporting recommendations”). Furthermore, the accounting complies with the provisions 

of the Listing Rules of SIX and Swiss company law. The accounting policies have been 

applied consistently by Group companies. No changes to the Swiss GAAP FER requirements 

were announced or released in the year under review.

Currency conversion
The consolidated financial statements are presented in Swiss francs (CHF), which is 

dormakaba Group’s presentation currency. Items included in the financial statements of 

each dormakaba Group company are measured using the currency of the primary economic 

environment in which that company operates (the “functional currency”).

Foreign currency transactions are converted into the functional currency of the appropriate 

entity using the exchange rates prevailing as at the dates of the transactions. Foreign 

exchange gains and losses resulting from the settlement of such transactions and from the 

translation of monetary assets and liabilities denominated in foreign currencies at year-end 

exchange rates are recognized in the income statement.

The assets and liabilities of subsidiaries reporting in currencies other than Swiss francs are 

translated at the exchange rates prevailing as at the balance sheet date. Income, expenses, 

cash flows, and other movement items are translated at average exchange rates for the 

period. All resulting exchange differences are recognized in equity. Upon consolidation, 

exchange differences arising from the translation of the net investment in foreign 

companies and from borrowings and other currency instruments designated as hedges of 

such investments are taken to equity. When a foreign operation is sold, exchange differences 

that were recorded in equity are recycled to the income statement as part of the gain or loss 

on the sale.

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Annual Report 2019/20

Consolidated financial statements

74

Basis of consolidation
The consolidated financial statements of dormakaba Group include the operations of 

dormakaba Holding AG and all direct and indirect subsidiaries. The Group controls an entity 

when the Group is exposed to, or has rights to, variable returns from its involvement with 

the entity and it has the ability to affect those returns through its power over the entity. The 

consolidated accounts are based on the annual financial statements of the individual 

subsidiaries. All companies follow the uniform measurement and reporting practices 

prescribed by the Group. In applying the full consolidation method, the assets, liabilities, 

income, and expenses of all subsidiaries are included in their entirety. Minority interests in 

equity and profit are disclosed separately. Subsidiaries are consolidated from the date 

when control is acquired. The identifiable assets and liabilities are revalued and included 

according to the acquisition method. Any difference between the cost of acquisition and the 

fair value of the Group’s share of net assets acquired constitutes goodwill. Subsidiaries sold 

are excluded from consolidation as of the date when control ceases. All intercompany 

balances, transactions, and intercompany profits are eliminated upon consolidation. 

Investments in associates and joint ventures where dormakaba Group exercises significant 

influence but does not exercise control (i.e. usually an interest between 20% and 50%) are 

accounted for using the equity method of accounting. Under the equity method, investments 

in associated companies and joint ventures are initially recognized at cost, and the carrying 

amount is increased or decreased to recognize dormakaba Group’s share of the profit or 

loss of the associate/joint venture after the date of acquisition. Profit and loss are 

attributed to the owners of the parent and to the minority interests, even if this results in a 

negative balance. Investments in which dormakaba Group does not have significant 

influence (i.e. dormakaba Group’s interest is usually less than 20%) are recorded at cost.

Companies established or acquired or those in which the Group increases its interest and 

thereby obtains control during the year are consolidated as of the date of establishment or 

the date when control commences. Companies are deconsolidated as of the date that 

control effectively ceases upon disposal or a reduction in ownership interest. This rule is 

applied similarly to investments in associates.

In the event that shares of a Group company or associated company are sold, the difference 

between the proceeds from the sale and the proportional book value of the net assets, 

including historical goodwill, is recognized as a gain or loss in the income statement.

The Group treats transactions with minority interests that do not result in a loss of control 

as transactions with the equity owners of the Group. A change in ownership interest results 

in an adjustment between the carrying amounts of the controlling interests and minority 

interests to reflect their relative interests in the subsidiary.

Use of estimates
The preparation of financial statements in accordance with Swiss GAAP FER requires the 

use of estimates and assumptions, which have an effect on the reported value of assets and 

liabilities, the disclosure of contingent assets and liabilities at the date of the financial 

statements, and the reported value of revenues and expenses during the reporting period. 

Although these estimates are based on Management’s best knowledge of current events as 

well as actions that dormakaba Group may undertake in the future, the actual results may 

differ from the estimates.

The Covid-19 pandemic has a significant impact on the global economic environment. In light 

of these changes, dormakaba has reviewed all areas involving significant accounting 

estimates and assumptions. In this process also net book value of goodwill disclosed in note 

theoretical equity and goodwill movement (3.4)

 was assessed for impairments. Other areas, 

such as valuation of 

trade receivables (2.1)

 and 

inventories (2.2)

 were also in the focus of 

review. There was no impairment loss as a result of the review. In addition, the Covid-19 

pandemic had no material impact on the remaining significant accounting estimates and 

assumptions.

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Annual Report 2019/20

Consolidated financial statements

75

The most important accounting estimates are described in a blue box at the end of the note 

to which they relate as per the following table:

Use of accounting estimates

Deferred income taxes

Provisions

Testing goodwill and assets for impairment

Accrued pension costs and benefits

Note

1.5

2.4

2.3, 5.1

2.5

In accordance with Swiss GAAP FER, assets are subject to an impairment test based on 

indicators reflecting a possible impairment of the individual assets. Therefore, the following 

accounting estimates apply to all assets in general.

Use of accounting estimates

For the purpose of testing impairment, goodwill and assets are grouped in cash 

generating units for which cash flows are separately identifiable. The Group 

estimates the recoverable amount of those cash-generating units, which generally 

represent their value in use. Value in use is assessed using the discounted cash flow 

method. The estimates used in these calculations are based on updated budgets 

and medium-term plans covering a period of three years. Cash flows beyond the 

projection period are extrapolated in perpetuity.

When the carrying amount exceeds its recoverable amount, an impairment loss is 

recognized separately in the income statement. The recoverable amount is the 

higher of fair value less cost of disposal and value in use.

Alternative performance measures (APM)
Some of the key figures used by dormakaba to measure the financial performance are not 

defined by Swiss GAAP FER. The comparability of these figures with those of other 

companies might be limited. Explanations and reconciliations of these APMs are disclosed 

below. 

Capital expenditure

Capital expenditure (Capex) consists of the additions in property, plant, and equipment and 

the additions of intangible assets.

CHF million

Capital expenditure

Additions of property, plant, and equipment

Additions of intangible assets

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

94.9

59.6

35.3

111.4

84.4

27.0

Free cash flow and free cash flow before acquisition/divestments

Free cash flow consists of cash flow from operating activities together with cash flow from 

investing activities. Free cash flow before acquisition/divestments excludes the cash 

effective movements arising from acquisitions/divestments. 

CHF million

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

Free cash flow before acquisitions/divestments

Acquisition of subsidiaries, net of cash acquired

Acquisition of associates and joint ventures

Sale of investment in associates and joint ventures

Free cash flow

Net cash from operating activities

Net cash used in investing activities

242.9

–147.2

0.0

0.0

95.7

328.1

–232.4

179.7

–6.2

–1.5

40.9

212.9

280.7

–67.8

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Net working capital

Net working capital is used by the Group to measure the efficiency of the segment in 

managing financial resources and complements the Group’s performance management. 

dormakaba defines net working capital as trade receivables plus inventories, minus the sum 

of trade payables, advances from customers and deferred income.

CHF million

Net working capital

Trade receivables

Inventories

Trade payables

Advances from customers

Deferred income

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

Note  

2.1

2.2

631.9

388.1

445.0

–129.0

–38.8

–33.4

753.2

499.5

454.7

–134.3

–32.6

–34.1

Operating cash flow margin

Operating cash flow margin is calculated as the ratio of net cash from operating activities 

to net sales.

CHF million

Operating cash flow margin

Net sales

Net cash from operating activities

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

Note  

1.2

12.9%

2,539.8

328.1

10.0%

2,818.3

280.7

Operating profit before depreciation and amortization (EBITDA)

Earnings before interest, taxes, depreciation, and amortization (EBITDA) corresponds to the 

operating result (EBIT) before depreciation on tangible fixed assets and amortization on 

intangible assets.

CHF million

Operating profit (EBIT)

Depreciation and amortization

Operating profit before depreciation and amortization 
(EBITDA)

Depreciation and amortization

Result from associates

Financial expenses

Financial income

Profit before taxes

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

253.2

71.8

325.0

–71.8

–0.2

–43.2

1.4

211.2

375.0

73.0

448.0

–73.0

2.9

–47.4

2.2

332.7

Organic sales growth

Organic growth in sales refers to the growth compared to the same period of previous year 

adjusted for the impacts from currency translation as well as impacts from acquisition and 

divestment.

5.2 Events occurring after the balance sheet date

There were no events between 30 June 2020 and 27 August 2020 which would 

necessitate adjustments to the book value of the Group’s assets or liabilities, or which 

require additional disclosure in the consolidated financial statements.

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Annual Report 2019/20

Consolidated financial statements

77

5.3 Legal structure of the dormakaba Group

As at 30 June 2020

List of substantial Group and associated companies

Share capital 
in local currency 
(000)

Voting 
rights in %

  Group companies with shareholdings

dormakaba Holding AG, Rümlang/CH

dormakaba Holding GmbH + Co. KGaA, Ennepetal/DE

  CHF

  EUR

 420.0   

    Publicly Listed Company

 27,642.1   

52.5   dormakaba Holding AG

dormakaba Beteiligungs-GmbH, Ennepetal/DE

  EUR

 1,000.0   

52.5   dormakaba Holding AG

All of the following companies are held directly or indirectly by dormakaba Holding GmbH + Co. KGaA. The voting rights listed for these companies represent the voting 
rights of this sub-holding. dormakaba shareholders ultimately benefit from the 52.5% share of the cash flows generated by these entities.

dormakaba International Holding AG, Rümlang/CH

  CHF

 101.0   

100   dormakaba Holding GmbH + Co. KGaA

47.5   Familie Mankel Industriebeteiligung 

GmbH + Co. KGaA

ADUK Products Ltd., Haslemere/GB

Advanced Diagnostics Ltd., Haslemere/GB

Aluminium Services Inc., Randolph/US

Alvarado Manufacturing Co. Inc., Chino/US

any2any GmbH, Munich/DE

ATM-Türautomatik GmbH, Gleisdorf/AT

Chartwell Doors Ltd., Hitchin/GB

  GBP

  GBP

  USD

  USD

  EUR

  EUR

  GBP

 0.1   

 0.1   

 30.0   

100.0  

 33.2   

 35.0   

 0.3   

100   Kaba Holding (UK) Ltd.

100   ADUK Products Ltd.

100   dormakaba USA Inc.

100   dormakaba U.S. Holding Ltd.

20   dormakaba International Holding 

GmbH

100   dormakaba Austria GmbH

100   DORMA UK Ltd.

Corporación Cerrajera Alba, S.A. de C.V., Edo. de México/MX 

  MXN  

 202,059.4   

100   dormakaba Canada Inc.

Dörken + Mankel Verwaltungs-Gesellschaft mit beschränkter 
Haftung, Ennepetal/DE

  EUR

 30.0   

100   dormakaba Holding GmbH + Co. KGaA

DORMA Arabia Automatic Doors Company Ltd., Dammam/SA   SAR

 10.0   

95   Dorma- Vertrieb-International GmbH

DORMA Door Controls Pty. Ltd., Hallam/AU 

DORMA Ghana Limited, Accra/GH 

DORMA HUEPPE Pty. Ltd., Regents Park/AU

DORMA Hüppe Asia Sdn. Bhd., Senai, Johor/MY

DORMA Hüppe Austria GmbH, Linz/AT

DORMA Hüppe Raumtrennsysteme GmbH + Co. KG, 
Westerstede-Ocholt/DE

DORMA Hüppe S.A., Brugge/BE

DORMA Ireland Ltd., Kildare/IE

DORMA Movable Wall Verwaltungs-GmbH, Ennepetal/DE

DORMA Produktion International GmbH, Ennepetal/DE    

DORMA UK Ltd., Hitchin/GB

Dorma- Vertrieb-International Gesellschaft mit beschränkter 
Haftung, Ennepetal/DE

DORMA-Glas GmbH, Bad Salzuflen/DE

dormakaba (China) Technologies Ltd., Shenzhen/CN

dormakaba (Thailand) Ltd., Bangkok/TH

dormakaba Access Indonesia, PT, Jakarta/IN

dormakaba Access Solutions LLC, Doha/QA

dormakaba Australia Pty. Ltd., Hallam/AU

dormakaba Austria GmbH, Herzogenburg/AT

dormakaba Belgium N.V., Bruges/BE

dormakaba Brasil Soluções de Acesso Ltda., Sao Paulo/BR

dormakaba Bulgaria Ltd., Sofia/BG

dormakaba Canada Inc., Montreal/CA

dormakaba Cesko s.r.o., Praha/CZ

dormakaba China Ltd, Suzhou/CN

dormakaba Danmark A/S, Albertslund/DK

dormakaba Deutschland GmbH, Ennepetal/DE 

DORMAKABA DOO BEOGRAD, Beograd/RS

dormakaba EAD GmbH, Villingen-Schwenningen/DE 

  AUD

  GHS

  AUD

  MYR

  EUR

  EUR

  EUR

  EUR

  EUR

  EUR

  GBP

  EUR

  EUR

  CNY

  THB

  IDR

  QAR

  AUD

  EUR

  EUR

  BRL

  EUR

  CAD 

  CZK

  CNY

  DKK

  EUR

  RSD

  EUR

5   DORMA Produktion International 

GmbH

 910.7   

100   Dorma- Vertrieb-International GmbH

 1,850.0   

 5,374.4   

100   Dorma- Vertrieb-International GmbH

100   DORMA Door Controls Pty. Ltd.

 2,510.0   

100   DORMA Hüppe Raumtrennsysteme 

GmbH + Co. KG

k
s
i
r

 146.0   

100   DORMA Hüppe Raumtrennsysteme 

GmbH + Co. KG

 48,300.0   

100   dormakaba Holding GmbH + Co. KGaA

 3,300.0   

100   DORMA Hüppe Raumtrennsysteme 

GmbH + Co. KG

 1,500.0   

100   Dorma- Vertrieb-International GmbH

 25.0   

 60.0   

100   dormakaba Holding GmbH + Co. KGaA

100   dormakaba Deutschland GmbH

 250.0   

100   dormakaba Nederland B.V.

 110.0   

100   dormakaba Deutschland GmbH

 520.0   

100   dormakaba Deutschland GmbH

 69,500.0   

100   dormakaba Hong Kong Limited

 13,490.0   

100   Dorma- Vertrieb-International GmbH

 2,555,199.5   

90   Dorma- Vertrieb-International GmbH

10   DORMA Produktion International 

GmbH

 200.0   

100   Dorma- Vertrieb-International GmbH

 10.7   

100   DORMA Door Controls Pty. Ltd.

 1,460.0   

100   dormakaba International Holding AG

 2,416.3   

100   dormakaba International Holding AG

 35,160.7   

100   dormakaba International Holding AG

 1,314.1   

100   Dorma- Vertrieb-International GmbH

 1.0   

100   dormakaba International Holding AG

 100.0   

100   Dorma- Vertrieb-International GmbH

 127,759.1   

100   Dorma- Vertrieb-International GmbH

 696.0   

100   dormakaba International Holding AG

 126,780.0   

100   dormakaba Holding GmbH + Co. KGaA

 4,474.3   

100   Dorma- Vertrieb-International GmbH

 819.1   

100   dormakaba Holding GmbH + Co. KGaA

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dormakaba

Annual Report 2019/20

Consolidated financial statements

78

dormakaba España S.A.U., Madrid/ES

dormakaba Eurasia LLC, Moscow/RU

dormakaba Finance AG, Rümlang/CH

dormakaba Services B.V., Dodewaard/NL

dormakaba Finance GmbH, Ennepetal/DE

dormakaba France S.A.S., Créteil/FR

dormakaba Gulf FZE, Dubai/AE

dormakaba Hong Kong Limited, Hong Kong/HK

dormakaba Hrvatska d.o.o., Zagreb/HR

dormakaba Immobilien GmbH, Villingen-Schwenningen/DE

dormakaba India Private Limited, Chennai/IN

dormakaba International Holding GmbH, Ennepetal/DE

dormakaba Italia Srl., Milano/IT

dormakaba Japan Co. Ltd., Yokohama/JP

dormakaba Kapi Ve Güvenlik Sistemleri Sanayi Ve Ticaret A.S., 
Istanbul/TR

  EUR

  RUB

  CHF

  EUR

  EUR

  EUR

  USD

  HKD

  HRK

  EUR

  INR

  EUR

  EUR

  JPY

  TRY

 600.0   

100   dormakaba International Holding AG

 213,000.0   

100   Dorma- Vertrieb-International GmbH

 100.0   

100   dormakaba Holding GmbH + Co. KGaA

 100.0   

 25.0   

100   dormakaba Nederland B.V.

100   dormakaba Holding GmbH + Co. KGaA

 5,617.2   

100   dormakaba International Holding AG

 9,524.9   

100   Dorma- Vertrieb-International GmbH

 100.0   

100   dormakaba Nederland B.V.

 5,650.0   

100   Dorma- Vertrieb-International GmbH

 50.0   

100   dormakaba Holding GmbH + Co. KGaA

 1,147,197.3   

100   Dorma- Vertrieb-International GmbH

 1,000.0   

100   dormakaba Holding GmbH + Co. KGaA

 260.0   

100   dormakaba Schweiz AG

 120,000.0   

100   dormakaba Schweiz AG

 3,750.0   

99   Dorma- Vertrieb-International GmbH

1   dormakaba Deutschland GmbH

dormakaba Kenya Limited, Nairobi/KE

  KES

 40,000.0   

99   Dorma- Vertrieb-International GmbH

dormakaba Korea Inc., Seoul/KR

dormakaba Kuwait for Ready Made Windows LLC, Kuwait City/
KW

dormakaba Luxembourg S.A., Wecker/LU

dormakaba Magyarorszàg Zrt., Budapest/HU

dormakaba Malaysia SDN BHD, Selangor/MY

dormakaba Maroc SARL, Casablanca/MA

dormakaba México, S. de R.L. de C.V., Mexico City/MX

  KRW  

  KWD  

  EUR

  HUF

  MYR

  MAD  

  MXN  

dormakaba Middle East (LLC), Dubai/AE

dormakaba Middle East SPV Limited, Abu Dhabi/AE

dormakaba Nederland B.V., Dodewaard/NL

dormakaba New Zealand Limited, Auckland/NZ

dormakaba Norge A/S, Drammen/NO 

dormakaba Philippines Inc., Makati City/PH

dormakaba Polska sp.z.o.o., Konstancin-Jeziorna/PL

dormakaba Portugal, Unipessoal Lda., Lisbon/PT

dormakaba Production GmbH + Co. Kommanditgesellschaft, 
Ennepetal/DE, Singapore/SGP

dormakaba Production GmbH, Ennepetal/DE

dormakaba Production Malaysia SDN. BHD., Melaka/MY

dormakaba Romania S.R.L., Bucharest/RO

dormakaba Schweiz AG, Wetzikon/CH 

dormakaba Singapore Pte Ltd, Singapore/SGP

dormakaba Slovensko s.r.o, Bratislava/SK

dormakaba South Africa (Pty.) Ltd., Johannesburg/ZA

dormakaba Suomi Oy, Helsinki/FI

dormakaba Sverige AB, Västra Frölunda/SE

dormakaba Ukraine LLC, Kiev/UA

dormakaba Uruguay S.A, Montevideo/UY

dormakaba USA Inc., Wilmington/US 

dormakaba Workforce Solutions LLC, Wilmington/US

Farpointe Data Inc., Sunnyvale/US

Fermetures GROOM S.A.S., Javené/FR

Forponto Informática S.A., São Paulo/BR

Grupo Klaus S.A.C., Lima/PE

H. Cillekens & ZN BV, Roermond/NL

Kaba do Brasil Ltda., São Paulo/BR

Kaba Gallenschütz GmbH, Bühl/DE

Kaba Holding (UK) Ltd., London/GB

Kaba Holding AG, Rümlang/CH

Kaba Ilco Corp., Rocky Mount/US

  AED

  AED

  EUR

  NZD

  NOK

  PHP

  PLN

  EUR

  EUR

  EUR

  MYR

  RON

  CHF

  SGD

  EUR

  ZAR

  EUR

  SEK

  EUR

  UYU

  USD

  USD

  USD

  EUR

  BRL

  PEN

  EUR

  BRL

  EUR

  GBP

  CHF

  USD

1   dormakaba Deutschland GmbH

 150,000.0   

100   Dorma- Vertrieb-International GmbH

 10.0   

100   Dorma- Vertrieb-International GmbH

 15,191.6   

100   dormakaba International Holding AG

 251,000.0   

100   dormakaba Luxembourg S.A.

 200.0   

100   dormakaba Nederland B.V.

 2,000.0   

100   Dorma- Vertrieb-International GmbH

 3.0   

96.6   Dorma- Vertrieb-International GmbH

3.4   dormakaba Deutschland GmbH

 7,700.0   

100   Dorma- Vertrieb-International GmbH

 N/A   

 11.7   

100   dormakaba International Holding AG

100   Dorma- Vertrieb-International GmbH

 384.0   

100   dormakaba Nederland B.V.

 1,769.0   

100   dormakaba International Holding AG

 18,000.0   

100   Dorma- Vertrieb-International GmbH

 10,000.0   

100   dormakaba International Holding AG

 50.0   

100   Dorma- Vertrieb-International GmbH

 2,560.0   

100   dormakaba Deutschland GmbH

 50.0   

100   dormakaba Deutschland GmbH

 5,000.0   

100   Dorma- Vertrieb-International GmbH

 4,705.8   

100   Dorma- Vertrieb-International GmbH

 6,800.0   

100   dormakaba International Holding AG

 2,000.0   

100   dormakaba Production GmbH + Co. KG

 6.6   

 1.0   

100   Dorma- Vertrieb-International GmbH

100   Dorma- Vertrieb-International GmbH

 67.3   

100   Dorma- Vertrieb-International GmbH

 500.0   

 250.0   

 10.8   

 1.0   

 19.7   

100   dormakaba Nederland B.V.

99   Dorma- Vertrieb-International GmbH

1   dormakaba Deutschland GmbH

100   Dorma- Vertrieb-International GmbH

100   dormakaba U.S. Holding Ltd.

100   dormakaba U.S. Holding Ltd.

 1,701.7   

100   dormakaba USA Inc.

 1,500.0   

100   dormakaba France S.A.S.

 10.0   

100   Task Sistemas de Computação S.A.

 11,516.2   

100   dormakaba International Holding AG

 15.9   

100   dormakaba Nederland B.V.

 32,051.2   

100   dormakaba International Holding AG

 2,560.0   

100   dormakaba Holding GmbH + Co. KGaA

 173.0   

 100.0   

100   dormakaba International Holding AG

100   dormakaba International Holding AG

 56,897.6   

100   dormakaba U.S. Holding Ltd.

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dormakaba

Annual Report 2019/20

Consolidated financial statements

79

Kaba Jaya Security Sdn. Bhd., Selangor/MY 

Kaba Ltd., Tiverton/GB

Kaba Mas LLC, Lexington/US

Kaba Security Systems Private Limited, New Delhi/IN

dormakaba U.S. Holding Ltd., Wilmington/US

Kilargo Pty. Ltd., Hallam/AU

KIWS Property LLC, Delaware/US

Lasservice Midt-Norge A/S, Drammen/NO

Legic Identsystems AG, Wetzikon/CH

Mauer Thüringen GmbH, Bad Berka/DE 

Minda Silca Engineering Pvt. Ltd., New Delhi/IN

Modernfold Inc., Greenfield/US

Modernfold of Nevada LLC., Greenfield/US

Path Line (China) Ltd., Hong Kong/HK

Poksundo GmbH, Villingen-Schwenningen/DE

Rafi Shapira & Sons Ltd., Rishon LeZion/IL

Railtech Composites Inc., New York/US 

Resolute Testing Laboratories Pty. Ltd., Hallam/AU

Seca Solutions A/S, Sandnes/NO

Silca GmbH, Velbert/DE

Silca Key Systems S.A., Barcelona/ES

Silca S.A.S., Porcheville/FR

Silca S.p.A., Vittorio Veneto/IT

  MYR

  GBP

  USD

  INR

  USD

  AUD

  NOK

  CHF

  EUR

  INR

  USD

  USD

  HKD

  EUR

  ILS

  USD

  AUD

  NOK

  EUR

  EUR

  EUR 

  EUR

 350.0   

70   dormakaba Schweiz AG

30   dormakaba International Holding AG

 6,300.0   

100   Kaba Holding (UK) Ltd. 

 880.7   

100   dormakaba U.S. Holding Ltd.

 59,630.8   

100   dormakaba India Private Limited

 235,000.0   

59.52   dormakaba Schweiz AG

17   dormakaba Nederland B.V.

23.48   dormakaba International Holding AG

100   DORMA Door Controls Pty. Ltd.

100   dormakaba USA Inc.

100   dormakaba Norge A/S

100   dormakaba Schweiz AG

100   dormakaba EAD GmbH

 1.0   

 N/A   

 100.0   

 500.0   

 255.7   

 107,510.0   

65   dormakaba International Holding AG

 0.0   

 0.0   

100   dormakaba USA Inc.

100   Modernfold Inc.

 113,900.0   

100   Wah Yuet Hong Kong Limited

 38.4   

35   dormakaba International Holding 

GmbH

 0.1   

 0.1   

 0.1   

30   Dorma- Vertrieb-International GmbH

100   Skyfold Inc.

100   Kilargo Pty. Ltd.

 3,000.0   

100   dormakaba Norge A/S

 358.0   

 162.3   

 797.7   

100   dormakaba Holding GmbH + Co. KGaA

100   dormakaba Luxembourg S.A.

100   dormakaba France S.A.S.

 10,000.0   

97   dormakaba Luxembourg S.A.

3   dormakaba Schweiz AG

Silca South America S.A., Tocancipa/CO

  COP

 4,973,013.8   

65.92   dormakaba International Holding AG

Skyfold Inc., Quebec/CA

Smart Access Solutions Company Ltd., Riyadh/SA

Task Sistemas de Computação S.A., Rio de Janeiro/BR

  CAD

  SAR

  BRL

32.52   dormakaba Schweiz AG

 113,994.5   

100   dormakaba Canada Inc.

 25.0   

100   dormakaba Middle East SPV Limited

 26,438.7   

100   dormakaba International Holding AG

TLHM Co. Ltd., Taiwan/TWN

  TWD  

 270,000.0   

100   dormakaba International Holding AG

Wah Mei (Toishan) Hardware Co., Ltd., Taishan/CN

Wah Yuet Hong Kong Limited, Hong Kong/HK 

Wah Yuet (Ng’s) Overseas Co. Ltd., Tortola/VG

Wah Yuet Industrial Co. Ltd., Hong Kong/HK 

Yantai DORMA Tri-Circle Lock Co. Ltd, Yantai City/Shandong/
CN

  USD

  HKD

  USD

  HKD

  CNY

 15,000.0   

100   Wah Yuet Hong Kong Limited

 560,250.0   

100   dormakaba Schweiz AG

 13,289.0   

100   Wah Yuet Hong Kong Limited

 1,000.0   

100   Wah Yuet Hong Kong Limited

 10,000.0   

60   Dorma- Vertrieb-International GmbH

Apart from dormakaba Holding AG in Rümlang, none of the companies in the dormakaba Group’s scope of consolidation is listed on a stock exchange. The 

registered shares of dormakaba Holding AG are traded on the SIX Swiss Exchange (security no./ISIN: 1179595/CH 0011795959). As at 30 June 2020, the 

company’s market capitalization was CHF 2,147.2 million.

This disclosure meets the requirements of the GRI standards (Disclosure 102-45). 

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dormakaba

Annual Report 2019/20

Consolidated financial statements

80

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dormakaba

Annual Report 2019/20

Consolidated financial statements

81

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dormakaba

Annual Report 2019/20

Consolidated financial statements

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dormakaba

Annual Report 2019/20

Consolidated financial statements

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dormakaba

Annual Report 2019/20

Financial statements dormakaba Holding AG

84

dormakaba

Annual Report 2019/20

Financial statements dormakaba Holding AG

85

Balance sheet

Assets

CHF million

Current assets

Cash and cash equivalents

Total current assets

Non-current assets

Investments

Loans to Group companies

Total non-current assets

Total assets

Liabilities and equity

CHF million

Current liabilities

Other current liabilities: third parties

Accruals

Total current liabilities 

Long-term provisions

Equity

Share capital

Legal capital reserves

- reserves from capital contributions

Legal  reserves

Reserves for treasury shares

Statutory retained earnings

- available earnings carried forward

Net profit for the year

Total equity

Total liabilities and equity

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

Note  

0.1

0.1

704.9

170.9

875.8

875.9

0.2

0.2

704.9

173.6

878.5

878.7

2.1  

2.2

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

Note  

0.7

0.1

0.8

11.3

2.3 

2.4 

0.4

2.6 

93.5

261.0

31.4

411.3

66.2

863.8

875.9

1.1

0.1

1.2

13.5

0.4

159.9

261.0

38.7

341.9

62.1

864.0

878.7

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dormakaba

Annual Report 2019/20

Financial statements dormakaba Holding AG

86

Income statement

CHF million

Operating revenues

Income from investments

- Dividend income

Interest from Group loans

Total operating revenues

Operating expenses

Financial expenses

Cost of services provided by Group companies

Personnel expenses

Other operating expenses

Direct taxes

Total operating expenses

Net profit for the period

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

Note  

3.1 

3.2 

3.3 

3.4 

67.5

5.4

72.9

–3.6

0.0

–1.8

–1.0

–0.3

–6.7

66.2

63.6

5.4

69.0

–3.5

–0.1

–1.8

–1.1

–0.4

–6.9

62.1

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dormakaba

Annual Report 2019/20

Financial statements dormakaba Holding AG

87

Notes to the financial statements

1. Principles

1.1 General
These annual financial statements were prepared in accordance with the provisions of the 

Swiss accounting law (Title 32 of the Swiss Code of Obligations [CO]). The main valuation 

principles applied that are not prescribed by law are described below.

In accordance with the provisions of the Swiss accounting law (article 961d para. 1 CO), the 

company does not provide a management report, a cash flow statement, or additional 

information in the notes and refers instead to the consolidated financial statements of 

dormakaba Holding AG for the relevant information.

1.2 Loans to Group companies and other financial assets
Loans granted to Group companies and other financial investments in foreign currencies are 

valued at the market rate on the balance sheet date. The valuation is at nominal values, 

taking into consideration any impairment required. 

1.3 Investments
Investments are valued in accordance with the principle of individual valuation. General value 

adjustments can be applied. 

1.4 Dividend income
Dividend income is booked when payment is received.

2. Information on balance sheet items

2.1 Investments

Share capital
in local currency

Voting rights 
in %

dormakaba Holding GmbH + Co. KGaA, Ennepetal/DE

dormakaba Beteiligungs-GmbH, Ennepetal/DE

EUR  

EUR  

27,642,105  

1,000,000  

 52.5 

 52.5 

There are no changes to the investments. 

2.2 Loans to Group companies

Counterparty

Currency  

Interest 
rate  

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

dormakaba International Holding AG, 
Rümlang/CH

Total loans to Group companies

CHF  

1.00%  

170.9

170.9

173.6

173.6

2.3 Long-term provisions
These provisions relate to general risks.

2.4 Share capital
As at 30 June 2020, the share capital amounted to CHF 420,002.60 divided into 4,200,026 

registered shares at a par value of CHF 0.10.

Conditional capital as at 30 June 2020 amounted to CHF 42,438.40.

In accordance with the resolution of the Annual General Meeting (AGM) of 22 October 2019, 

the Board of Directors (BoD) is authorized to increase the share capital by no later than 

22 October 2021 up to a maximum amount of CHF 42,000 by issuing a maximum of 

420,000 fully paid-in registered shares with a nominal value of CHF 0.10 each. The increase 

may be made in partial amounts.

No shares were issued out of the authorized capital in the year under review. 

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dormakaba

Annual Report 2019/20

Financial statements dormakaba Holding AG

88

2.5 Principal shareholders

As at 30.06.2020 
No. of shares 
at CHF 0.10 
par value

As at 30.06.2019 
No. of shares 
at CHF 0.10 
par value

%

%

Pool Shareholders 1)

1,205,449

28.7

1,143,963

27.2

Group’s treasury shares

42,810

1.0

54,709

1.3

Public shareholders

T. Rowe Price Associates, Inc., Baltimore, 
USA 2)

Other public shareholders

Total public shareholders

BoD and EC members 3)

BoD members

EC members 4)

Less double-counting in respect of Riet 
Cadonau 5)

Total BoD and EC members

Less double-counting in respect of Pool 
Shareholders 6)

2,926,306

2,926,306

69.7

69.7

553,987

17,497

–5,840

565,644

13.2

0.4

–0.1

13.5

135,903

2,842,347

2,978,250

491,484

16,251

–4,730

503,005

3.2

67.7

70.9

11.7

0.4

–0.1

12.0

–540,183

–12.9

–479,901

–11.4

Total shares

4,200,026

100.0

4,200,026

100.0

1) The following persons are party to the pool agreement dated 29 April 2015: Familie Mankel 

Industriebeteiligungs GmbH + Co. KGaA / Ennepetal, Mankel Family Office GmbH / Ennepetal, KRM 
Beteiligungs GmbH / Ennepetal, Christine Mankel / Ennepetal, Stephanie Brecht-Bergen / Hamburg, 
as well as Martina Bössow / Meilen, heirs of Anja Bremi, Ulrich Bremi / Zollikon, Balz Dubs / Zurich, 
Karina Dubs / Zurich, Kevin Dubs / Zurich, Linus Dubs / Zurich, Anja Flückiger / Forch, Christian 
Forrer / Bern, Karin Forrer / Muri, Anna Katharina Kuenzle / Thalwil, Clive Kuenzle / Zurich, Michael 
Kuenzle / Meilen, Alexandra Sallai / Worb, Christoph Sallai / Worb, Andrea Ullmann / Zollikon, Sascha 
Ullmann / Zollikon, Adrian Weibel / Meilen and Tonia Weibel / Meilen.

2) Shareholdings as at 30 June 2020 is below 3%.

3) Including related parties.

4) Includes restricted shares granted at hiring date on 1 April 2020 to the (then designated) COO AS 
AMER as part of a replacement award in order to compensate for part of the forfeited long-term 
incentive plan at his previous employer. Further details are provided in the chapter ’Compensation 
architecture for the EC’ of the Compensation Report.

5) Shareholdings of Riet Cadonau as BoD and EC member are included under BoD members and EC 

members.

6) Shareholdings of Pool Shareholders who are also BoD members are included under Pool Shareholders 

and BoD members.  

2.6 Treasury shares

Treasury shares at the 
beginning of the period

Purchase

Share-based compensation

Revaluation

Treasury shares at the end 
of the period

Treasury shares held in 
other Group entities

Total Group’s treasury 
shares at the end of the 
period

Financial year ended 30.06.2020

Financial year ended 30.06.2019

CHF million   Number of shares

CHF million   Number of shares

0.0

1.1

–1.0

–0.1

0.0

–

1,787

–1,787

–

–

0.2

0.7  

–0.9

0.0

0.0

350

880

–1,230

–

–

31.4

42,810

38.7  

54,709

31.4

42,810

38.7

54,709

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dormakaba

Annual Report 2019/20

Financial statements dormakaba Holding AG

89

3. Information on the income statement

3.1 Dividend income
The dividend income for the year is CHF 67.5 million (2018/19: CHF 63.6 million).

3.2 Financial expenses
The financial expenses relate primarily to guarantee fees paid to dormakaba Holding GmbH 

+ Co. KGaA to guarantee the bond issued by dormakaba Finance AG. 

3.3 Other operating expenses
The main expense items relate to external consulting services and marketing expenses. 

3.4 Direct taxes
Direct taxes comprise capital taxes and income taxes.

4. Other information

4.1 General information
dormakaba Holding AG is incorporated and domiciled in Rümlang (Switzerland). The address 

of its registered office is Hofwisenstrasse 24, 8153 Rümlang, Switzerland.

The company is listed on the SIX Swiss Exchange. 

4.2 Full-time equivalents
As at 30 June 2020, dormakaba Holding AG did not employ any personnel. 

4.3 Contingent liabilities

CHF million

Guarantees

Of which used

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

693.7 

0.0 

693.7 

0.0 

As in the previous year, the guarantees disclosed relate to the guarantee accorded to the 

bondholders for the bonds issued by dormakaba Finance AG in the total nominal amount of 

CHF 680.0 million.

The dormakaba companies in Switzerland are treated as a single entity for VAT purposes 

(Group taxation article 13 Swiss VAT Act). If one company is unable to meet its payment 

obligations to the taxation authorities, the other Group companies within the tax group are 

jointly and severally liable.

5. Conditional and authorized capital

Financial year ended 30.06.2020  

Financial year ended 30.06.2019

Share capital 
value in CHF   Number of shares  

Share capital 
value in CHF   Number of shares

Conditional capital at the 
end of the period

Authorized capital  at the 
end of the period

42,438  

424,384  

42,438  

424,384

42,000  

420,000  

42,000  

420,000

Conditional capital of CHF 36,000 (2018/19: CHF 36,000) is earmarked for the coverage of 

convertible bonds and warrant bonds, plus CHF 6,438.40 (2018/19: CHF 6,438.40) for shares 

or share options to associates and BoD members of which CHF 0 (2018/19: CHF 0) were 

exercised in the 2019/20 financial year.

The authorized capital at year-end amounts to CHF 42,000 (2018/19: CHF 42,000).

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dormakaba

Annual Report 2019/20

Financial statements dormakaba Holding AG

90

6. Shareholdings of BoD and EC members

As at the reporting date, the individual BoD and EC members (including related parties) held 

the following numbers of shares in dormakaba Holding AG. None of the BoD and EC 

members held any options.

Number of shares

BoD

Birgersson Jens

Brecht-Bergen Stephanie

Cadonau Riet 1)

Daeniker Daniel

Dörig Rolf

Dubs-Kuenzle Karina

Gummert Hans

Heppner John

Hess Hans

Mankel Christine

Total BoD

EC

Berninger Alwin

Bewick Stephen 2)

Brinker Bernd

Cadonau Riet 1)

Gaspari Roberto 3)

Häberli Andreas

Housten Alex 4)

Kincaid Michael 5)

Lee Jim-Heng

Lichtenberg Jörg 5)

Zocca Stefano

Total EC

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

 347 

 220,156 

 5,840 

 1,687 

 2,626 

 99,746 

 762 

 919 

 1,623 

 220,281 

 553,987 

 210 

 199 

 1,549 

 5,840 

 2,265 

 564 

 1,543 

 2,329 

 853 

 2,145 

 17,497 

 52 

190,117

 4,730 

1,532

2,471

99,591

587

743

1,468

190,193

491,484

 80 

 974 

4,730

3,259

1,872

1,166

1,829

 532 

1,809

16,251

1) BoD and EC member, therefore displayed in both groups for the years of membership.

2) EC member as of 1 January 2020.

3) EC member until 31 December 2019.

4) Designated EC member from 1 April 2020 until 30 June 2020. EC member (successor of Michael 
Kincaid) as of 1 July 2020. The shares were granted at hiring date on 1 April 2020 as part of a 
replacement award in order to compensate for part of the forfeited long-term incentive plan at 
his previous employer. Further details are provided in the chapter ’Compensation architecture for 
the EC’ of the Compensation Report.

5) EC member until 30 June 2020.  

7. Events occurring after the balance sheet date

There were no events between 30 June 2020 and 27 August 2020 which would 

necessitate adjustments to the book value of the Group’s assets or liabilities, or which 

require additional disclosure in the financial statements.

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dormakaba

Annual Report 2019/20

Financial statements dormakaba Holding AG

91

Appropriation of retained earnings

Proposal for the appropriation of available retained earnings as at 
30 June 2020

CHF million

Financial year 
ended 30.06.2020

Financial year 
ended 30.06.2019

Net profit for the period

Allocation from reserves for treasury shares

Statutory retained earnings carried forward from previous 
year

Unappropriated retained earnings at the end of the period

Allocation from reserves from capital contributions 1)

Total at the AGM’s disposal

66.2

7.3

404.0

477.5

22.1

499.6

62.1

–30.1

372.0

404.0

67.2

471.2

1) Reserves from capital contributions will only be released in the amount of the resolution of the AGM.

The BoD will propose to the shareholders at the AGM on 20 October 2020 a total 

distribution of CHF 44.2 million on the basis of the share capital of CHF 420,002 (4,200,026 

shares at CHF 0.10) without contribution to other reserves, to be equally paid out from the 

reserves from capital contributions and statutory retained earnings:

• CHF 22.1 million (2018/19: CHF 67.2 million) from capital contributions without

deduction of Swiss withholding tax; and

• CHF 22.1 million (2018/19: CHF 0) from statutory retained earnings subject to Swiss

withholding tax

CHF million

Distribution from reserves from capital contributions 1)

Dividend distribution from statutory retained earnings 1)

To be carried forward

Total at the AGM’s disposal

Proposal to 
the AGM 2020

Approved by
the AGM 2019

22.1

22.1

455.4

499.6

67.2

0.0

404.0

471.2

1) Calculated based on the number of total shares as at 30 June 2020. The total amount of the 

distribution depends on the number of shares entitled to dividend as at 21 October 2020. Treasury 
shares are not entitled to dividend payout.

After approval of this proposal by the AGM, the distribution from the reserves from capital 

contributions as well as dividend distribution from statutory retained earnings will be paid 

out on 26 October 2020 according to the instructions received: CHF 10.50 (2018/19: 

CHF 16.00) gross per listed registered share at CHF 0.10 par value.

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dormakaba

Annual Report 2019/20

Financial statements dormakaba Holding AG

92

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dormakaba

Annual Report 2019/20

Financial statements dormakaba Holding AG

93

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dormakaba

Annual Report 2019/20

Financial statements dormakaba Holding AG

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dormakaba

Annual Report 2019/20

Corporate Governance

95

dormakaba

Annual Report 2019/20

Corporate Governance

96

General framework

This report on corporate governance sets out the principles of management and control at 

the highest level of the dormakaba Group (dormakaba) in accordance with the SIX Swiss 

Exchange Directive on Information Relating to Corporate Governance (Directive Corporate 

Governance, DCG). Unless otherwise stated, the information in this report for the financial 

year 2019/20 is as of 30 June 2020. dormakaba’s corporate governance largely follows the 

guidelines and recommendations set out in the Swiss Code of Best Practice for Corporate 

Governance of July 2002 and revised editions of 2007 and 2014. dormakaba has made some 

adjustments and simplifications to suit its management and shareholder structure as well 

as its medium size.

dormakaba’s principles and rules regarding corporate governance are set out in its 

Articles 

of Incorporation

, its Organizational Regulations and in the regulations of its Board 

committees. The ultimate parent company of dormakaba, dormakaba Holding AG, is listed 

on SIX Swiss Exchange and is headquartered in Rümlang (Zurich/Switzerland).

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dormakaba

Annual Report 2019/20

Corporate Governance

97

Group structure and shareholders

Group structure

dormakaba’s organizational structure consists of the following five segments:

• The four regional segments within Access Solutions (AS)

– AS AMER (North and South America)

– AS APAC (Asia-Pacific)

– AS DACH (Germany, Austria, Switzerland)

– AS EMEA (rest of Europe, Middle East, Africa)

• Key & Wall Solutions

The companies that lie within the Group’s scope of consolidation are listed in the 

financial 

statements

.

Shareholders 

As at 30.06.2020 
No. of shares 
at CHF 0.10 
par value

As at 30.06.2019 
No. of shares 
at CHF 0.10 
par value

%

%

Pool Shareholders 1)

1,205,449

28.7

1,143,963

27.2

Group’s treasury shares

42,810

1.0

54,709

1.3

Public shareholders

T. Rowe Price Associates, Inc., Baltimore, 
USA 2)

Other public shareholders

Total public shareholders

BoD and EC members 3)

BoD members

EC members 4)

Less double-counting in respect of Riet 
Cadonau 5)

Total BoD and EC members

Less double-counting in respect of Pool 
Shareholders 6)

2,926,306

2,926,306

69.7

69.7

553,987

17,497

–5,840

565,644

13.2

0.4

–0.1

13.5

135,903

2,842,347

2,978,250

491,484

16,251

–4,730

503,005

3.2

67.7

70.9

11.7

0.4

–0.1

12.0

–540,183

–12.9

–479,901

–11.4

Total shares

4,200,026

100.0

4,200,026

100.0

1) The following persons are party to the pool agreement dated 29 April 2015: Familie Mankel 

Industriebeteiligungs GmbH + Co. KGaA / Ennepetal, Mankel Family Office GmbH / Ennepetal, KRM 
Beteiligungs GmbH / Ennepetal, Christine Mankel / Ennepetal, Stephanie Brecht-Bergen / Hamburg, 
as well as Martina Bössow / Meilen, heirs of Anja Bremi, Ulrich Bremi / Zollikon, Balz Dubs / Zurich, 
Karina Dubs / Zurich, Kevin Dubs / Zurich, Linus Dubs / Zurich, Anja Flückiger / Forch, Christian 
Forrer / Bern, Karin Forrer / Muri, Anna Katharina Kuenzle / Thalwil, Clive Kuenzle / Zurich, Michael 
Kuenzle / Meilen, Alexandra Sallai / Worb, Christoph Sallai / Worb, Andrea Ullmann / Zollikon, Sascha 
Ullmann / Zollikon, Adrian Weibel / Meilen and Tonia Weibel / Meilen.

2) Shareholdings as at 30 June 2020 is below 3%.

3) Including related parties.

4) Includes restricted shares granted at hiring date on 1 April 2020 to the (then designated) COO AS 
AMER as part of a replacement award in order to compensate for part of the forfeited long-term 
incentive plan at his previous employer. Further details are provided in the chapter ’Compensation 
architecture for the EC’ of the Compensation Report.

5) Shareholdings of Riet Cadonau as BoD and EC member are included under BoD members and EC 

members.

6) Shareholdings of Pool Shareholders who are also BoD members are included under Pool Shareholders 

and BoD members. 

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dormakaba

Annual Report 2019/20

Corporate Governance

98

Major shareholders

The above table sets out the shareholder structure of dormakaba Holding AG on the balance 

sheet date 30 June 2020 and lists the names of shareholders who have reported holding a 

stake of 3% or more of voting rights in dormakaba Holding AG. The announcements related 

to the disclosure notifications made by shareholders based on stock exchange reporting 

obligations can be found via the search function on SIX Swiss Exchange Disclosure Office’s 

website at 

www.six-exchange-regulation.com/en/home/publications/significant-

shareholders.html

.

The Mankel/Brecht-Bergen Family and the Kaba Family Shareholders (collectively referred 

to as the Pool Shareholder Group) have concluded a pool agreement that governs the 

mutual rights and obligations of both parties. The pool agreement states that the Pool 

Shareholder Group can propose a maximum of five representatives to the General Meeting 

of shareholders (General Meeting) for election to the Board of Directors (BoD). This 

proposal right for up to five Board members reflects the majority participation of the Pool 

Shareholder Group in the operational business of dormakaba. Members of the Pool 

Shareholder Group hold:

• 28.7% of the 52.5% in dormakaba Holding GmbH + Co. KGaA, which are directly held 

by the ultimate parent company dormakaba Holding AG; and

• 47.5% in dormakaba Holding GmbH + Co. KGaA (held by the Mankel/Brecht-Bergen 

Family).

These shareholdings represent an economic interest of 62.6% in dormakaba.

This Pool Shareholder Group undertakes to exercise its voting rights in concert when voting 

on significant General Meeting resolutions. The members of the Pool Shareholder Group also 

grant each other the right of first refusal if they intend to sell shares in dormakaba 

Holding AG. Finally, if they sell 27% or more of dormakaba Holding AG voting rights, 

members of the Pool Shareholder Group undertake to commit the buyer to make a public 

takeover offer to all dormakaba Holding AG shareholders at the same price as that at which 

the members of the Pool Shareholder Group are selling. This is designed to prevent any price 

discrimination against minority shareholders. The pool agreement lasts until 29 April 2030. 

As far as dormakaba Holding AG is aware, there are no further shareholder agreements or 

other agreements between the major shareholders mentioned that involve the dormakaba 

Holding AG shares they own or that involve the exercise of the shareholder rights these 

shares confer.

Cross-shareholdings

dormakaba has not entered into any capital or voting cross-shareholdings with other 

companies.

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dormakaba

Annual Report 2019/20

Corporate Governance

99

Capital structure

Capital

dormakaba Holding AG’s share capital as at 30 June 2020 is CHF 420,002.60, divided into 

4,200,026 fully paid-up registered shares with a nominal value of CHF 0.10 each. As at 

30 June 2020, dormakaba Holding AG has authorized capital of CHF 42,000 (corresponding 

to 10% of the share capital), divided into 420,000 registered shares with a nominal value of 

CHF 0.10 each, and conditional capital of maximum CHF 42,438.40 (corresponding to 

10.10% of the share capital) for issuing bonds or similar instruments (up to a maximum of 

CHF 36,000, divided into 360,000 registered shares with a nominal value of CHF 0.10 each) 

and for employee participation programs (maximum CHF 6,438.40, divided into 64,384 

registered shares with a nominal value of CHF 0.10 each).

Conditional capital

The share capital of dormakaba Holding AG may be increased by an amount not exceeding 

CHF 36,000 by issuing up to 360,000 registered shares, to be fully paid up, with a nominal 

value of CHF 0.10 each, through the exercise of conversion and/or option rights that have 

been granted in connection with the issue of bonds or similar instruments by dormakaba 

Holding AG or a Group company, and/or through the exercise of option rights that have 

been conferred on shareholders. If bonds or similar instruments are issued in connection with 

conversion and/or option rights, the subscription rights of existing shareholders are 

excluded. The right to subscribe to the new registered shares falls to the respective holders 

of conversion and/or option rights.

The purchase of registered shares by exercise of conversion and/or option rights, as well as 

every subsequent transfer of registered shares, is subject to the restrictions set out in the 

Articles of Incorporation

. The BoD is entitled to limit or abolish the pre-emptive subscription 

right of shareholders in connection with the issue of bonds or similar instruments with 

conversion and/or option rights if such instruments are issued for the purpose of financing 

the acquisition of companies, parts of companies or equity interests. The share capital of 

dormakaba Holding AG may be increased by no more than CHF 6,438.40 by issuing to 

employees and BoD members of dormakaba Holding AG and of Group companies no more 

than 64,384 registered shares with a nominal value of CHF 0.10 each, which must be fully 

paid up. The subscription rights of existing shareholders to such new shares are excluded. 

Registered shares or option rights in this respect will be issued to employees or BoD 

members subject to one or more sets of regulations to be defined by the BoD and taking 

into account individual performance, function, and level of responsibility. The group of 

beneficiaries and the principles of allocation are disclosed in the 

Compensation Report

. Said 

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registered shares or option rights may be issued to employees or BoD members at a price 

below the market price. In connection with the issue of option rights to employees and BoD 

members, the pre-emptive subscription rights of existing shareholders are excluded. The 

purchase of shares within the context of employee share ownership schemes, as well as any 

subsequent transfers of such shares, are subject to the restrictions set out in the Articles of 

Incorporation.

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dormakaba

Annual Report 2019/20

Corporate Governance

100

Authorized capital

The Annual General Meeting of shareholders (AGM) of 22 October 2019 created authorized 

capital and authorized the BoD of dormakaba Holding AG to increase the share capital of 

dormakaba Holding AG by no more than CHF 42,000 through the issue of a maximum of 

420,000 fully paid-up registered shares with a nominal value of CHF 0.10 each by 

22 October 2021 at the latest. An increase in installments is allowed. Subscription to and 

acquisition of new shares and each subsequent transfer shall be subject to the restrictions 

set out in the 

Articles of Incorporation

. The BoD determines the date of issue of new shares, 

the issue price, type of payment, conditions of exercising subscription rights, and the start 

date for dividend entitlement. The BoD can issue new shares by having a bank or third party 

underwrite them all and then making an offer to existing shareholders. The BoD is 

authorized to set the issue price of new shares as close as possible to the market value of 

the shares. The BoD is authorized in this case to restrict or exclude trading with subscription 

rights. The BoD can let unexercised subscription rights lapse or can take these rights, or the 

shares for which these rights are granted but not exercised, and place them at market 

conditions or use them in some other way in the interests of dormakaba Holding AG. The 

BoD is also authorized to restrict or remove and allocate to third parties shareholders’ 

subscription rights if the shares are being used in connection with the acquisition of 

companies, parts of companies or participations, or if shares are being placed to finance or 

refinance such transactions.

Changes in capital in the last four financial years

Due to the allocation and issue of shares under (i) the directive regarding the compensation 

for the BoD members of dormakaba Holding AG and (ii) the Executive Stock Award Plans, 

the share capital of dormakaba Holding AG increased as at 30 June 2017 by CHF 500 from 

CHF 419,502.60 to CHF 420,002.60 through the issue of 5,000 registered shares with a 

nominal value of CHF 0.10 each; accordingly, conditional capital declined by CHF 500 from 

CHF 42,938.40 to CHF 42,438.40, represented by 424,384 registered shares with a nominal 

value of CHF 0.10 each.

Changes of capital of dormakaba Holding AG within the last four financial years

CHF million

30.06.2020  

30.06.2019  

30.06.2018  

30.06.2017

Equity

Share capital

Reserves from capital 
contributions

Legal reserves

Reserves for treasury 
shares

Treasury shares

Unappropriated retained 
earnings

Total equity

0.4  

93.5  

261.0  

31.4  

0.0  

477.5  

863.8  

0.4  

159.9  

261.0  

38.7  

0.0  

404.0  

864.0  

0.4  

222.1  

261.0  

8.6  

–0.2  

372.0  

863.9  

0.4

280.7

261.0

17.6

–1.0

301.9

860.6

Shares and non-voting shares (Partizipationsscheine)

Each share entitles the holder to one vote at the General Meeting of dormakaba 

Holding AG. Voting rights can only be exercised if the shareholder is registered with voting 

rights in the share register of dormakaba Holding AG. The shares of dormakaba Holding AG 

are not physical but are issued purely as security rights. They are registered as book-entry 

securities. Shares carry full dividend rights. There are no outstanding shares with privileged 

dividend rights or other preferential rights. dormakaba Holding AG has not issued any non-

voting shares (Partizipationsscheine).

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dormakaba

Annual Report 2019/20

Corporate Governance

101

Profit-sharing certificates (Genussscheine)

dormakaba Holding AG has not issued any profit-sharing certificates (Genussscheine).

Limitations on transferability and nominee registrations

Transfers of shares of dormakaba Holding AG require the approval of the BoD of the 

company. Approval may be refused if the acquirer of the shares does not expressly declare 

that these were acquired in its own name and for its own account. The BoD will register 

individual persons who do not expressly declare that they hold the shares for their own 

account (“nominees”) in the share register with the right to vote provided the nominee has 

entered into an agreement with the BoD with respect to its position and if the nominee is 

subject to recognized banking or financial market supervision. Otherwise, such shares held 

by nominees can be registered in the share register without voting rights.

In the year under review, the BoD granted no exemptions from the transfer restrictions.

Cancelling or changing the limitations on the transferability of shares requires a resolution 

by the General Meeting supported by at least two-thirds of the votes represented. Book-

entry securities based on dormakaba Holding AG shares cannot be transferred by 

assignment, neither can collateral be placed by assignment on these book-entry securities. 

The transfer of such book-entry securities follows the stipulations of the Federal 

Intermediated Securities Act.

Convertible bonds and options

Neither dormakaba Holding AG nor any of its Group companies have issued any convertible 

bonds or warrants that are still outstanding, or any options. This does not include the 

allocation of shares to employees under the stock award plans, details of which are given in 

the 

Compensation Report
.

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dormakaba

Annual Report 2019/20

Corporate Governance

102

Board of Directors (BoD)

The duties and responsibilities of the BoD of dormakaba Holding AG are defined by the 

Swiss Code of Obligations, the 

Articles of Incorporation

 and the company’s Organizational 

Regulations.

BoD members

The BoD of dormakaba Holding AG has ten members. Other than Riet Cadonau, all 

members are non-executive. None of the non-executive BoD members have sat on the 

Executive Committee (EC) of dormakaba Holding AG, Kaba Group or Dorma Group at any 

time in the last five financial years. Riet Cadonau has been CEO of dormakaba Group since 

2015 (and from 2011 to 2015 CEO of Kaba Group) and was elected as BoD Chair the first 

time in 2018.

Other than Riet Cadonau, no BoD members have significant business relations with 

dormakaba Holding AG. The maximum number of mandates that BoD members are allowed 

to take on the governing bodies of legal entities outside dormakaba is regulated in section 27 

of the 

Articles of Incorporation

. The following table lists the name, year of birth, date of 

joining the BoD, gender and nationality of the individual BoD members.

BoD members as of 30 June 2020

Name/Position

Year of birth  

Entry  

Gender  

Nationality

Riet Cadonau  (Chair)

Hans Hess  (Lead 
Independent Director and 
Vice-Chair)

Jens Birgersson

Stephanie Brecht-Bergen

Daniel Daeniker

Rolf Dörig

Karina Dubs-Kuenzle

Hans Gummert

John Heppner

Christine Mankel

1961  

2018 1)  

1955  

1967  

1985  

1963  

1957  

1963  

1961  

1952  

1982  

2012  

2018  

2015  

2010  

2004  

2001  

2015  

2013  

2015  

m  

m  

m  

f  

m  

m  

f  

m  

m  

f  

CH

CH

SE

DE

CH

CH

CH

DE

US

DE

1) Riet Cadonau was already a BoD member from 2006 until 2011 (at which time dormakaba Holding AG 

operated under the name Kaba Holding AG).

Elections and terms of office

The BoD of dormakaba Holding AG is elected by the AGM, with each member standing for 

election individually. The 

Articles of Incorporation

 state that the BoD shall have between five 

and ten members. Prospective members shall be elected for a one-year term of office up to 

the conclusion of the next AGM. BoD members can be re-elected. The Organizational 

Regulations provide that when they reach 70 years of age, BoD members shall resign at the 

next AGM.

Subject to his re-election as Chair of the BoD by the upcoming AGM on 20 October 2020, 

Riet Cadonau will continue to serve in a dual role as Chair and CEO, remaining CEO for the 

period until and including 31 March 2021. During this period, he will not be a member of any 

Board committees of the company and will not receive any compensation for his role on the 

BoD. The BoD intends to re-nominate Hans Hess as the Vice-Chair and Lead Independent 

Director subject to his re-election as BoD member at the upcoming AGM. This measure will 

continue to ensure that the BoD exercises independent control and supervision.

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dormakaba

Annual Report 2019/20

Corporate Governance

103

Following the announcement on 12 September 2019 by Rolf Dörig not to stand for re-

election as member of the BoD at the AGM 2020, the BoD is proposing to the AGM on 

20 October 2020 that all other serving members of the BoD be re-elected, and that John Liu 

be elected as new member of the BoD.

Internal organization

According to the Swiss Code of Obligations and dormakaba Holding AG’s 

Articles of 

Incorporation

 and Organizational Regulations, the main responsibilities of the BoD are:

• The strategic direction and management of dormakaba Group;

• Structuring the accounting system, the financial controls, and the financial planning;

• Appointing and dismissing members of the EC;

• Overall supervision of business activities;

• Preparation of the Annual Report, preparation of the General Meeting, and 

implementation of its resolutions;

• Approving the signing authority of dormakaba Holding AG representatives;

• Approving the purchase and sale of companies, business areas or other assets worth 

more than CHF 10 million;

• Approving investments, purchases, and disposals of real estate worth more than 

CHF 10 million.

The relevant decisions are taken by the whole BoD. The CEO and CFO regularly participate 

in meetings of the BoD in an advisory capacity. Other EC members are brought in to advise 

on individual items of the agenda. The agendas for Board meetings are defined by the Chair 

following consultation with the Lead Independent Director. Each BoD member may propose 

agenda items. BoD members always receive documentation prior to Board meetings so they 

can prepare for discussion of each item on the agenda. The BoD holds discussions with the 

company’s managers and visits one or more dormakaba locations, usually on an annual 

basis.

The BoD held eight meetings during the financial year 2019/20; one lasted two days, two 

around six hours, three around four hours and two lasted two hours or less. The following 

table shows the attendance of the individual BoD members at the Board meetings and of 

the individual committee members at the committee meetings during the financial year 

2019/20:

Attendance at Board and Committee meetings during the financial year 2019/20

Number of meetings held

Riet Cadonau  (Chair)

Hans Hess  (Lead 
Independent Director and 
Vice-Chair)

Jens Birgersson

Stephanie Brecht-Bergen

Daniel Daeniker

Rolf Dörig

Karina Dubs-Kuenzle

Hans Gummert

John Heppner

Christine Mankel

BoD  

8  

8  

8  

8  

8  

8  

5  

8  

8  

7  

8  

AC  

8  

CC  

4  

8  

8  

8  

4  

3  

4  

NC

6

6

6

4

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dormakaba

Annual Report 2019/20

Corporate Governance

104

Committees

The BoD has formed an Audit Committee, a Compensation Committee, and a Nomination 

Committee. Members of the Compensation Committee are elected at each AGM. Each 

committee has written terms of reference that define its tasks and responsibilities. The 

chairs of these committees are elected by the BoD. The committees meet regularly and are 

obliged to produce minutes as well as recommendations to the regular Board meetings. 

Committee meeting agendas are defined by the committee chair. Members of the 

committees receive documentation prior to the meetings so they can prepare for discussion 

of agenda items.

Audit Committee
The Audit Committee is composed of three non-executive BoD members, who have 

professional or other experience of financing and accounting:

•

Daniel Daeniker 

(Chair)

• Hans Gummert

• Hans Hess

The BoD has specified that members of the Audit Committee must meet certain 

requirements with regard to independence and skills and that they must not be EC 

members. The term of office is until the conclusion of the next AGM; members may be re-

elected. The Audit Committee meets at least twice a year but will be convened by the chair 

as often as business requires. During the financial year 2019/20, the Audit Committee held 

eight meetings, one lasting three hours, four lasting around two hours and three meetings 

lasting around one hour. The CFO takes part in the meetings in an advisory capacity, as do, 

where necessary, the CEO, representatives of the audit firm, representatives of Internal 

Audit and of the Accounting Department, and the General Counsel. In the financial year 

2019/20, representatives of the audit firm participated in three meetings, external 

consultants and representatives of Internal Audit in four, the General Counsel in eight, and 

representatives of the Accounting Department in five meetings. The Audit Committee 

minutes the deliberations and decisions taken during meetings. The principal responsibilities 

of the Audit Committee are to evaluate risk management and accounting processes, 

monitor financial reporting and internal auditing, and assess external audits. With regard to 

external audits, the Audit Committee has the following responsibilities:

• Approval of the audit priorities;

• Acceptance of the audit report and of any recommendations made by the auditors 

prior to the submission of the annual accounts (individual and consolidated financial 

statements, Group Management Report, Corporate Governance Report) to the 

whole BoD for approval;

• Proposing to the whole BoD which external auditor should be recommended to the 

AGM;

• Assessing the external auditor’s performance, pay, and independence, and checking 

that audit activities do not clash with any consultancy mandates.

The Audit Committee’s tasks relating to internal audits include:

• Approving the rules on internal audit’s organization and responsibilities;

• Approving audit plans;

• Checking the results of the audits and implementing the recommendations of the 

internal or external auditor;

• Transferring (if necessary) internal auditing activities to third parties or to the 

external auditor in an expansion of its audit activities;

• Monitoring the existing Internal Control System (ICS). Compliance with 

Management Information System guidelines, compliance with guidelines on limiting 

legal risk, and optimizing the risk profile through insurance. In individual cases, 

external specialist auditors may be brought in to help;

• Auditing the compliance report;

• Monitoring outstanding legal proceedings;

• Evaluating and monitoring business and financial risks.

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dormakaba

Annual Report 2019/20

Corporate Governance

105

The risk management system periodically records legal, operational, financial, and business 

risks. Legal risks include current or potential legal disputes; operational risks include 

scenarios such as operational failures and natural disasters; whereas business risks include 

for instance payment defaults or general negative market developments. Risks are 

quantified and weighted with regard to their likelihood and their possible financial and/or 

business impact. Preventative measures that have been planned or already implemented are 

also subject to review. Risks are recorded if they have a potential financial impact of CHF 2.5 

million or more. The Audit Committee regularly reports to the BoD as a whole about its 

activities, and it notifies the BoD immediately about important matters.

Nomination Committee
The Nomination Committee consists of three non-executive BoD members:

•

Hans Hess

 (Chair)

• Stephanie Brecht-Bergen

• Rolf Dörig

The term of office for each member is until the conclusion of the next AGM; members may 

be re-elected. The Nomination Committee meets at least once a year. During the financial 

year 2019/20, the Nomination Committee held six meetings, one meeting lasting more than 

four hours, one meeting lasting around 2.5 hours and four meetings lasting around one hour. 

The Nomination Committee invested substantially more time than in previous years as it 

dealt with the search for succession of two COOs, the CEO, and one BoD member. The CEO 

and the Senior Vice President Group Human Resources usually take part in the meetings in 

an advisory capacity. The Nomination Committee sets out the principles for appointing and 

re-electing BoD members and submits proposals to the BoD about its composition. The 

Nomination Committee also recommends the appointment and de-selection of EC 

members; the final decisions on appointments and de-selections are taken by the BoD as a 

whole. The Nomination Committee minutes its deliberations and decisions and regularly 

reports to the whole BoD.

Compensation Committee
The organization and members of the Compensation Committee as well as the details of 

the compensation policy of dormakaba are set out in the 

Compensation Report

. During the 

financial year 2019/20, the Compensation Committee held four meetings lasting around one 

to two hours each. The BoD Chair, the CEO, the Senior Vice President Group Human 

Resources, the Deputy Vice President Global Compensation & Benefits and member(s) of 

the external executive compensation consultancy usually take part in the meetings in an 

advisory capacity. They do not attend the parts of the meetings, where their own 

compensation and/or performance are being discussed. The Compensation Committee 

minutes its deliberations and decisions and regularly reports to the whole BoD.

Powers and responsibilities

Management organization
The BoD has the highest responsibility for business strategy and supervises management of 

dormakaba. It has the highest decision-making authority and sets the strategic, 

organizational, financial planning, and accounting rules that dormakaba must follow. The 

BoD has delegated management of ongoing business to the EC under the leadership of the 

CEO. Therefore, the CEO is responsible for overall management of dormakaba. The powers 

and functions of the EC are set out in the Organizational Regulations of dormakaba 

Holding AG. The CFO, the COOs, the CTO (Chief Technology Officer), and the CMO (Chief 

Manufacturing Officer) report to the CEO, who is responsible for overall management and 

for alignment between segments and functions. These roles have a seat on the EC. More 

than four years after the merger, dormakaba’s new operating model is well established 

which allowed to discontinue the CMO role as of 1 July 2020 and reassign the CMO’s 

respective responsibilities within the organization.

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dormakaba

Annual Report 2019/20

Corporate Governance

106

Lead Independent Director
Together with the dual role of BoD Chair and CEO, the BoD established the role of Lead 

Independent Director (LID) in the year 2018. This role is specifically designed to ensure the 

independence of the BoD from the BoD Chair and CEO and is equipped with competencies 

that are defined in the Organizational Regulations. The LID:

• Has a say in the agenda of the Board meetings;

• Leads private sessions without the participation of the BoD Chair and CEO at each 

BoD meeting;

• Chairs in matters related to the BoD Chair and CEO and in case of potential 

conflicts of interest of the BoD Chair and CEO;

• Has direct access to all EC members; and

• Can mandate independent reviews by external experts when required.

Chief Executive Officer (CEO)
The CEO manages dormakaba. He is responsible for all the things that are not allocated to 

other company bodies by law, by the 

Articles of Incorporation

, or by the Organizational 

Regulations. After consulting with the EC, the CEO submits the strategy, the long- and 

medium-term objectives, and the management guidelines for dormakaba to the BoD for 

approval. In response to a proposal by the CEO, the BoD decides on the annual budget and 

the medium-term plan, which covers a three-year period, individual projects, and the 

individual as well as consolidated financial statements of dormakaba. The CEO submits 

recommendations to the Nomination Committee about personnel issues at the EC level. The 

CEO also makes proposals to the Compensation Committee regarding the remuneration of 

EC members (including allocation of shares from the share allocation plans). The CEO 

regularly reports to the BoD about business performance, anticipated important business 

issues and risks, as well as about changes in management at the segment level. BoD 

members may request and examine further information. The CEO must inform the LID 

immediately about any important unexpected developments.

Information from and control over the EC
The Management Information System of dormakaba works as follows: monthly, quarterly, 

semi-annual, and annual financial statements (balance sheet, income statement, and cash 

flow statement) are prepared based on the Group’s individual reporting units. These figures 

are consolidated for each segment and for the Group as a whole. The financial figures are 

compared with the previous year and the budget. The achievability of the budget, which 

shows the first year of the medium-term plan for each reporting unit, is assessed against 

the monthly financial statements and in the form of regular forecasts. The CEO and CFO 

submit monthly written financial reports to the BoD about progress against the budget and 

comparisons with the previous year. At monthly meetings (monthly performance reviews), 

the segment heads (COOs) inform the CEO and the CFO about business performance and 

notable events based on written reports about e.g. achievement of budget targets. At BoD 

meetings, a summary of these reports is discussed and assessed with the CEO and the CFO.

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dormakaba

Annual Report 2019/20

Corporate Governance

107

Skills and expertise of the BoD

In line with the guideline of the Swiss Code of Best Practice for Corporate Governance for a 

well-balanced representation, the BoD members have a broad spectrum of educational 

background, professional skills and expertise as well as personal qualities from a range of 

industries.

In addition to age, gender, geographic and tenure diversity, the BoD assesses its level of 

diversity based on a skills matrix established by its Nomination Committee.

The skills matrix includes the following professional skills/expertise:

• Executive leadership experience,

• Corporate governance/compliance skills,

• Strategic industry and technology skills,

• Financial skills,

• Digital business model experience,

as well as several personal attributes.

All required competencies are represented in the BoD with emphasis on executive leadership 

experience as well as strategic industry and technology skills. With the proposal of the BoD 

to the AGM on 20 October 2020 that John Liu be elected as new member of the BoD, the 

BoD intends to further strengthen its competence in new business models driven by 

digitization as well as in Asian culture and business experience in Asia.

Details on age, gender, geographic and tenure diversity can be found in the table ‘

BoD 

members as of 30 June 2020

’. Details on the range of business sectors represented by the 

Board members can be found in their 

biographies

.

The Nomination Committee annually reviews the composition of the BoD and its 

committees based on the abovementioned characteristics of its members as well as on 

dormakaba’s strategy, business profile, risks, and opportunities in order to determine the 

need to propose changes to the AGM.

Events after balance sheet date

In line with its commitment to doing business responsibly in accordance with the ten 

principles of the UN Global Compact, the BoD decided on 24 June and 27 August 2020 to 

further strengthen the Group’s sustainability framework by:

• Proposing to the AGM 2020 to amend the purpose clause of the 

Articles of 

Incorporation

 by including an explicit reference to dormakaba Holding AG’s long-

term sustainable value creation;

• Mandating the BoD Chair to monitor and evaluate the implementation of the 

sustainability strategy and the sustainability risks and opportunities; and

• Allocating the Chair of the Group Sustainability Council to the CEO.

On 9 July 2020, dormakaba announced that the BoD:

• Has appointed Sabrina Soussan as new Chief Executive Officer of the Group 

effective 1 April 2021. She will succeed Riet Cadonau, who will focus on his role as 

BoD Chair, in line with previous communication;

• Will propose John Liu as a new member of the BoD to the AGM on 20 October 

2020, while Rolf Dörig does not stand for re-election, as previously announced.

On 27 August 2020, the BoD decided to propose to the AGM 2020 to combine the 

Compensation Committee and the Nomination Committee of the BoD into one Nomination 

and Compensation Committee by amending §§ 19 and 20 of the Articles of Incorporation.

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Annual Report 2019/20

Corporate Governance

108

BoD members

as of 30 June 2020

Riet Cadonau

BoD Chair & CEO

Swiss citizen

Education
Master of Arts in economics and business 
administration from the University of Zurich 
(CH); Advanced Management Program at 
INSEAD (FR)

1)

1)

Career
dormakaba: since 2018 Chair of the BoD 
dormakaba Group  (CH); since 2015 CEO and 
member of the EC dormakaba Group  (CH); 
2011–2015 CEO and member of the EC Kaba 
1)
Group  (CH); 
Ascom: 2007–2011 CEO Ascom Group  (CH); 
until 2007 Managing Director ACS Europe + 
Transport Revenue; 2001–2005 member of 
the Executive Board Ascom Group, from 2002 
Deputy CEO and General Manager of the 
Transport Revenue Division, which was 
acquired by ACS at the end of 2005; 
IBM: 1990–2001 various management 
positions at IBM Switzerland, lastly as a 
member of the Management Board and 
Director of IBM Global Services

1)

1)

External activities and interests
Since 2016 member of the BoD of Georg 
Fischer AG  (CH) and since 2013 member of 
the BoD of Zehnder Group  (CH); 2006–2011 
member of the BoD of Kaba Group and 
Griesser Group (CH)

1) 

1)

Hans Hess 

LID & Vice-Chair
Chair Nomination Committee 
Member Audit and Compensation 
Committees

Swiss citizen

Education
Master’s Degree in Material Science and 
Engineering ETH Zurich (CH); Master of 
Business Administration (MBA) from the 
University of Southern California (USA); 
Stanford Executive Program at Stanford 
University (USA)

1)

1)

Career
Since 2006 owner of Hanesco AG (CH); 
2006–2019 Chairman of the BoD of 
Burckhardt Compression Holdings AG  (CH); 
2005–2019 Chairman of the BoD of Comet 
Holding AG  (CH); 1996–2005 President and 
CEO Leica Geosystems AG  (CH); 1993–1996 
President Leica Optronics Group (CH); 1989–
1993 Vice President Leica Microscopy Group 
(CH); 1983–1988 Head of Polyurethane 
Business Unit Huber + Suhner AG  (CH); 
1)
1981–1983 Development Engineer Sulzer
(CH)

1)

1)

External activities and interests
Chairman of the BoD Reichle & De-Massari 
Holding AG (CH); President of Swissmem 
(CH); Vice-President of economiesuisse (CH)

Jens Birgersson

Swedish citizen

Education
Harvard Advanced Management Program, 
Harvard Business School, Boston (MA/USA), 
M. Sc. Engineering Physics, Royal Institute of 
Technology, Stockholm (SE); B. Sc. 
Economics, University of Stockholm (SE)

1)

 (DK); 2008–2015 with ABB  as 

Career
Since 2015 President and CEO of Rockwool 
1)
International
Group Senior Vice President and Head of 
Business Unit Network Management (CH); 
2005–2008 with Imerys  as Executive Vice 
President and Head of Business Group 
Performance Minerals & Pigments (BE); 1992–
2005 with ABB  in different positions (CH, 
SE, ZA)

1)

1)

External activities and interests
Since 2018 member of the Advisory Board of 
NREP (DK); since 2017 Chairman of the BoD 
of Randers Reb (DK); since 2016 member of 
the Confederation of Danish Industry Council 
(DK); since 2015 member of the BoD of 
Flumroc (CH), an affiliate of Rockwool 
International
of Nanjing SAC Automation Co  (CN)

; 2012–2014 member of the BoD 

1)

1)

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dormakaba

Annual Report 2019/20

Corporate Governance

109

Stephanie Brecht-
Bergen

Member Nomination Committee

German citizen

Education
Dr. rer. pol., EBS University (DE); M. Sc. in 
General Management, EBS University (DE); 
MBA, Pepperdine University (CA/USA)

Career
Since 2017 Managing Director KARL 
München GmbH & Co. KG (DE); since 2014 
Executive Board member Mankel Family 
Office GmbH (DE); 2010–2013 research 
assistant, EBS University (DE); since 2009 
shareholder dormakaba Holding GmbH + Co. 
KGaA (DE)

External activities and interests
Since 2008 Management Board member of 
the foundation “Rudolf Mankel Stiftung” (DE)

Daniel Daeniker

Chair Audit Committee

Swiss citizen

Education
Dr. iur., University of Zurich (CH), Zurich bar; 
LL.M. at the Law School of the University of 
Chicago (IL/USA)

Career
Since 2019 Senior Partner at Homburger AG 
(CH), where he became Partner in 2000 and 
which he joined in 1991; lecturer in law at the 
University of Zurich (CH)

External activities and interests
Member of the Supervisory Board Rothschild 
& Co SCA  (FR); member of the BoD of 
Hilti AG, Schaan (FL)

1)

Rolf Dörig

Chair Compensation Committee
Member Nomination Committee

Swiss citizen

Education
Dr. iur., attorney-at-law (CH), Advanced 
Management Program Harvard Business 
School, Boston (MA/USA)

1)

Career
2002–2008 CEO, 2008 Delegate and since 
2009 Chairman of the BoD Swiss Life 
Holding AG  (CH) and Adecco Group AG
(CH); 2000–2002 member of the Executive 
Board Credit Suisse  (CH) and responsible for 
Swiss Corporate and Retail Banking; 1986–
2002 various executive positions at Credit 
1)
Suisse  (CH)

*)1)

1)

*)1)

External activities and interests
Chairman of the BoD Swiss Life Holding AG
(CH) and Adecco Group AG  (CH); member 
of the Supervisory Board of Danzer 
Holding AG (AT); member of the Board of 
Emil Frey Holding AG (CH); Chairman Swiss 
Insurance Association (CH) and member of 
the Board Committee economiesuisse

1)

1)

listed company

*) resigned on 16 April 2020

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dormakaba

Annual Report 2019/20

Corporate Governance

110

Karina Dubs-Kuenzle

Hans Gummert

Swiss citizen

Education
Swiss federal certificate of higher vocational 
education and training in advertising (incl. 
International Advertising Association’s 
Advertising Diploma)

Career
Since 2009 partner FEHBA AG (CH); 1997–
2016 partner at Dubs Konzepte AG (CH); 
advertising assistant at Wirz 
Werbeberatung AG (CH) and at Heiri Scherer 
Creative Direction (CH)

External activities and interests
Member of the BoD of FEHBA AG (CH)

Member Audit and 
Compensation Committees

German citizen

Education
Universities of Tübingen and Bonn (DE); 
attorney-at-law, admitted to the bar in 1990

Career
Partner since 1991 and Managing Partner 
since 2008 of the law and tax consultancy 
firm Heuking Kühn Lüer Wojtek (DE/BE/CH)

External activities and interests
Chairman of the Supervisory Board of 
dormakaba Holding GmbH + Co. KGaA (DE); 
Chairman of the Supervisory Board of Familie 
Mankel Industriebeteiligungs GmbH + Co. 
KGaA (DE); Chairman of the Advisory Board 
Coroplast Fritz Müller GmbH & Co. KG (DE); 
member of the Supervisory Board of ara AG 
(DE); member of the Shareholders 
Committee Hoberg & Driesch Group (DE); 
member of the Advisory Board of Hoberg & 
Driesch Röhrenhandel GmbH & Co. KG (DE); 
member of the BoD Chiron-Werke SE (DE); 
member of the Supervisory Board of WIBU 
Wirtschaftsbund sozialer Einrichtungen eG 
(DE)

John Heppner

US citizen

Education
Bachelor of Science University of Wisconsin-
Milwaukee (WI/USA), MBA University of 
Wisconsin-Milwaukee (WI/USA)

Career
2006–2013 President and CEO Fortune 
Brands Storage and Security (USA) with 
global responsibility for Master Lock 
Company LLC and Waterloo Industries; 
2000–2006 Chief Operating Officer Master 
Lock Company LLC (USA); 1998–2000 
Executive Vice President Sales + Marketing 
Master Lock Company LLC (USA); 1996–1998 
Marketing + New Business Master Lock 
Company (USA); 1992–1996 Vice President 
Logistics and Corporate Controller Master 
Lock Company LLC (USA)

External activities and interests
Member of the National Association of 
Corporate Directors (USA); member of the 
Advisory Board of University of Wisconsin 
Milwaukee Business School (USA)

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dormakaba

Annual Report 2019/20

Corporate Governance

111

Christine Mankel

German citizen

Education
Diplomkauffrau, EBS University (DE)

Career
Since 2014 Management Board member of 
Mankel Family Office GmbH (DE); since 2009 
shareholder of dormakaba Holding GmbH + 
Co. KGaA (DE); 2006–2009 audit assistant, 
BDO AG Wirtschaftsprüfungsgesellschaft 
(DE)

External activities and interests
Since 2008 Management Board member of 
the foundation “Rudolf Mankel Stiftung” (DE)

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dormakaba

Annual Report 2019/20

Corporate Governance

112

Executive Committee (EC)

Management philosophy

dormakaba delegates entrepreneurial responsibility for operational business to segment 

level. The corresponding management organization is based on decentralized responsibility 

where appropriate and therefore rapid decision-making structures situated close to local 

markets. This helps to keep activities focused on the customer. Group functions like 

Accounting, Communications, Controlling, Human Resources, IT, Legal, Tax and Treasury 

define and monitor Group-wide standards and are responsible for functional, Group-wide 

projects. The CFO is responsible for the Group’s financial affairs as well as other Group 

functions such as IT and Group Development. The COOs are responsible for the business 

activities of their respective segments, including product development, production, sales, and 

services. Group Innovation Management focuses on digitization as well as Intellectual 

Property Management and is strategically managed at EC level by the CTO (Chief 

Technology Officer). Until the end of June 2020, the CMO (Chief Manufacturing Officer) 

was responsible for the global purchasing as well as the supplier management and advised 

and supported the segments in optimizing the production and supply chain. As of 1 July 

2020, the CMO role was discontinued and the respective responsibilities were reassigned 

within the organization.

EC dormakaba Group as of 30 June 2020

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dormakaba

Annual Report 2019/20

Corporate Governance

113

EC members as of 30 June 2020

Name/Position

Year of birth  

Entry  

Gender  

Nationality

Riet Cadonau  CEO

Bernd Brinker  CFO

Michael Kincaid 
COO Access Solutions 
AMER

Jim-Heng Lee
COO Access Solutions 
APAC

Alwin Berninger 
COO Access Solutions 
DACH

Steve Bewick
COO Access Solutions 
EMEA

Stefano Zocca 
COO Key & Wall Solutions

Andreas Häberli 
Chief Technology Officer

Jörg Lichtenberg 
Chief Manufacturing 
Officer

EC members

1961  

1965  

2011  

2015  

1961  

2013  

1962  

2014  

1969  

2018  

1966  

1963  

1968  

2020  

2011  

2011  

1964  

2015  

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m  

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m  

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m  

m  

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CH

DE

US/CA

SG

DE

GB

IT

CH

DE

The table above gives the name, position, year of birth, date of joining the EC, gender, and 

nationality of each EC member.

During the financial year 2019/20, the following changes within the EC have been made or 

announced:

• The dormakaba BoD appointed Steve Bewick as COO of the Segment Access 

Solutions EMEA as of 1 January 2020. He followed Roberto Gaspari, who decided to 

leave the company after almost 20 years in various management and leadership 

roles, to take up a new professional challenge outside of dormakaba.

• The dormakaba BoD appointed Alex Housten as COO of the Segment Access 

Solutions AMER as of 1 July 2020. He followed Michael Kincaid, who will continue to 

support dormakaba in a Senior Management role.

• Jörg Lichtenberg, CMO, stepped down from his position and as EC member as of 

30 June 2020. He will take up a new professional challenge outside of dormakaba.

External mandates

The maximum number of mandates that members of the EC are allowed to take on the 

governing bodies of legal entities outside dormakaba is regulated in section 27 of the 

Articles 

of Incorporation
.

Management contracts

Neither dormakaba Holding AG nor its Group companies have entered into any 

management contracts with third parties.

Compensation

The compensation policy and all the information relating to the compensation paid to the 

company’s management bodies are shown in the 

Compensation Report

. Sections 22–25 and 

28 of the 

Articles of Incorporation

 contain rules relating to compensation principles, loans to 

governing bodies, and General Meeting votes on compensation.

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dormakaba

Annual Report 2019/20

Corporate Governance

114

EC members

as of 30 June 2020

Riet Cadonau

BoD Chair & CEO

Swiss citizen

Bernd Brinker

CFO

German citizen

Education
Master of Arts in economics and business 
administration from the University of Zurich 
(CH); Advanced Management Program at 
INSEAD (FR)

Education
Degree in Business Administration 
(Diplomkaufmann) from the University of 
Cologne (DE)

Michael Kincaid

COO Access Solutions AMER 
(until 30 June 2020)

US and Canadian citizen

Education
Bachelor of Mechanical Engineering, Master 
of Business Administration

1)

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Career
Since 2015 CFO and member of the EC of 
dormakaba Group  (CH); 2014–2015 CFO of 
Dorma Group (DE); 
Evonik Industries  (DE): 2009–2014 Head of 
Corporate Portfolio Management and M&A, 
2006–2008 Head of Investor Relations; 
2001–2006 Head of Finance and Investor 
Relations Degussa AG  (DE); 1991–2001 
various management positions at VIAG AG
(today E.ON, DE) and its subsidiary SKW 
Trostberg AG  (DE), lastly as Head of Finance

1)

1)

1)

1)

1)

Career
Since 2015 COO Access Solutions AMER and 
member of the EC of dormakaba Group
(CH); 2013–2015 COO Access + Data Systems 
Americas and member of the EC of Kaba 
Group  (CH); 2012–2013 Senior Vice President 
North American Sales of ADS Americas and 
Deputy Head of Division; 2007–2012 Vice 
President and General Manager Access 
Control, Kaba Ilco Corp. (USA); 2003–2007 
Vice President and General Manager Access 
Control Regional Marketing Organization, 
Kaba Ilco Corp. (USA); 1998–2003 Vice 
President Sales and Marketing Unican 
Electronics Division, Montreal (CA); 1984–1998 
various technical and management positions 
at divisions of Unisys and SNC Lavalin

1)

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Career
dormakaba: since 2018 Chair of the BoD 
dormakaba Group  (CH); since 2015 CEO and 
member of the EC dormakaba Group  (CH); 
2011–2015 CEO and member of the EC Kaba 
1)
Group  (CH);
Ascom: 2007–2011 CEO Ascom Group  (CH); 
until 2007 Managing Director ACS Europe + 
Transport Revenue; 2001–2005 member of 
the Executive Board Ascom Group, from 2002 
Deputy CEO and General Manager of the 
Transport Revenue Division, which was 
acquired by ACS at the end of 2005;
IBM: 1990–2001 various management 
positions at IBM Switzerland, lastly as a 
member of the Management Board and 
Director of IBM Global Services

1)

1)

External activities and interests
Since 2016 member of the BoD of Georg 
Fischer AG  (CH) and since 2013 member of 
the BoD of Zehnder Group  (CH); 2006–2011 
member of the BoD of Kaba Group  and 
Griesser Group (CH)

1)

1)

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dormakaba

Annual Report 2019/20

Corporate Governance

115

Jim-Heng Lee

Alwin Berninger

Steve Bewick

COO Access Solutions APAC

COO Access Solutions DACH

COO Access Solutions EMEA

Singaporean citizen

German citizen

British citizen

Education
Diploma in Business Studies (Finance) at 
Ngee Ann Polytechnic Singapore (SG); 
Certified Public Accountant at Institute of 
Certified Public Accountants of Singapore 
(SG); Chartered Certified Accountant at 
University of Huddersfield (UK); MBA in 
Marketing at University of Strathclyde (UK)

)

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Career
Since 2015 COO Access Solutions APAC and 
member of the EC of dormakaba Group
(CH); 2014–2015 Head of Division Access + 
Data Systems Asia Pacific and member of the 
EC of Kaba Group¹  (CH); 2012–2014 Vice 
President and General Manager of Materials 
Group China, Avery Dennison Corporation
(CN); 1996–2011 various senior management 
positions at Assa Abloy : e.g. 2010–2011 Vice 
President Asia Pacific (HK); 2006–2010 
President China Door Group (CN); 2003–
2005 Vice President Mergers & Acquisitions 
(HK)

1)

1)

Education
BSc Hons in Combined Sciences from the 
University of Glamorgan (UK)

1) 

Career
Since 2020 COO Access Solutions EMEA and 
member of the EC of dormakaba Group
(CH); 2016–2019 Senior Vice President UK, 
Ireland and Benelux dormakaba; 2014–2015 
Senior Vice President Market North Nordics 
Kaba and 2010–2019 Managing Director Kaba 
UK; 2008–2009 Contracting Business 
Director Kaba UK; 2007–2008 Sales and 
Marketing Director Surelock McGill (UK); 
2005–2006 Sales & Marketing Director EDM 
Group (UK)

Education
MSc (Diplom-Ingenieur FH) University of 
Applied Science in Augsburg (DE), MBA 
Rotterdam School of Management Erasmus 
University (NL)

1)

1)

Career
Since 2018 COO Access Solutions DACH and 
member of the EC of dormakaba Group
(CH); 
Kuka Group  (DE): various positions, i.a. 
2015–2017 Chief Executive Officer of Kuka 
Industries (DE), 2015 Spokesman of the 
Managing Directors, Managing Director 
Strategy and Sales (CSO) Kuka Industries 
(DE), 2014 Managing Director Strategy and 
Sales (CSO) Reis Robotics (DE), 2010–2014 
Executive Vice President Asia/Pacific Kuka 
Roboter (CN), 2009–2010 Managing Director 
Operations Kuka Roboter (DE), 2006–2009 
Director Global Customer Services Kuka 
Roboter (DE), 2003–2005 Director Customer 
Services Kuka Roboter (DE), 2001–2003 
Director Development Kuka Roboter (DE)

1)

listed company

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dormakaba

Annual Report 2019/20

Corporate Governance

116

Stefano Zocca

Andreas Häberli

COO Key & Wall Solutions

CTO

Jörg Lichtenberg

CMO (until 30 June 2020)

Italian citizen

Swiss citizen

German citizen

Education
Economics Degree from the Bocconi 
University (IT)

1)

1)

Career
Since 2017 COO Key & Wall Solutions and 
1)
member of the EC of dormakaba Group
(CH); 2015–2017 COO Key Systems and 
member of the EC of dormakaba Group
(CH); 2011–2015 member of the EC of Kaba 
Group  (CH); since 2013 Head of Division Key 
Systems and 2011–2013 Head of Division Key 
Systems EMEA/AP/SAM; 
Whirlpool EMEA (IT): 2004–2011 General 
Manager Middle East, Africa + Turkey, since 
2010 also of Central Europe, 2000–2004 
Customer Service Regional Director, South, 
Central + East Europe, Middle East + Africa, 
1994–2000 European Procurement Manager; 
1988–1994 various positions in industrial and 
logistics operations; 
1986–1988 Procurement and Planning 
Assistant Imbal (IT)

1)

listed company

Education
Master’s Degree in electrical engineering ETH 
Zurich (CH); PhD in micro-engineering ETH 
Zurich (CH); Financial Management for 
executives St.Galler Business School (CH)

Career
Since 2015 CTO and member of the EC 
1)
dormakaba Group  (CH); 2011–2015 CTO and 
member of the EC of Kaba Group  (CH); 
2003–2010 Head of Development and 
member of Management Board Kaba AG 
(CH), from 2009 also of Kaba GmbH (AT); 
1999–2003 member Management Board 
Sensirion (CH); 1997–1999 Chip Design 
Engineer Invox (CA/USA)

1)

1)

External activities and interests
Since 2020 member of the BoD Kardex 
Holding AG  (CH); since 2018 member of the 
Industrial Advisory Board of the Department 
of Mechanical and Process Engineering of 
ETH Zurich (CH); since 2017 member of the 
BoD of Komax Holding AG  (CH); since 2016 
member of the Research Committee of 
Swissmem (CH)

1)

Education
Degree in engineering, Degree in economic 
engineering Universities of Hannover and 
Brunswick (both DE)

1)

Career
Since 2015 CMO and member of the EC of 
dormakaba Group  (CH); 2014–2015 Vice 
President Global Operations Industrials Group 
Gardner Denver (DE); 2007–2014 Director 
Group Logistics and Production Strategy resp. 
Director Operations Area North Eastern 
Europe resp. Director Operations Division 
Automatics Dorma GmbH & Co. KG (DE); 
2003–2007 CEO Schiffer Dental Care 
Products LLC (USA); 1999–2002 member of 
the EC Lindal Group Lindal Ventil GmbH (DE); 
1993–1999 Factory Manager resp. Business 
Development Manager Automatics 
Dorma GmbH & Co. KG (DE); 1991–1993 
Kienbaum Consulting (DE)

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dormakaba

Annual Report 2019/20

Corporate Governance

117

Shareholders’ participation rights

Voting rights and proxy voting

At dormakaba Holding AG’s General Meetings, each registered share entitles the owner to 

one vote. A shareholder may arrange for another shareholder to represent the vote with a 

written power of proxy or may be represented by the independent proxy.

Majorities required by the Articles of Incorporation

For resolutions covering the following, a majority of at least two-thirds of the votes 

represented is required:

• The conversion of registered shares into bearer shares;

• The dissolution of the company (including as a result of a merger);

• Changes to the Articles of Incorporation provisions on opting out, decision-making 

by the General Meeting and applicable quora, the number and terms of office of 

BoD members and the process of BoD decision-making;

• The introduction of voting right restrictions; and

• Capital increases.

Otherwise, the General Meeting of dormakaba Holding AG passes its resolutions and 

decides its elections by a majority of votes cast, irrespective of the number of shareholders 

present or votes represented. These rules are subject to overriding statutory provisions and 

section 36 paragraph 4 of the 

Articles of Incorporation

.

Convocation of the General Meeting of Shareholders and agenda

General Meetings are convened as stipulated by law. The BoD of dormakaba Holding AG is 

obliged to include items on the agenda of the General Meeting if these items are requested 

by shareholders who together represent at least 0.5% of the share capital, and if the 

request is made in writing at least four weeks before the General Meeting. Items must be 

included in writing with details of the matter concerned and the proposals.

Entries in the share register/invitation to the Annual General Meeting 
of 20 October 2020

Only shareholders entered in the share register with voting rights by 12 October 2020 will be 

entitled to vote at the AGM of 20 October 2020. They will receive the invitation to the AGM 

together with the motions of the BoD. After the return of the reply form, the admission 

ticket and voting slips will be sent out. No entries will be made in the share register from 13 

to 20 October 2020. Shareholders who sell their registered shares prior to the AGM are not 

entitled to vote. In the event of a partial sale or additional purchase of registered shares, the 

admission ticket must be exchanged at the information desk on the day of the AGM. All 

information about the AGM 2020 can be found 

online
.

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dormakaba

Annual Report 2019/20

Corporate Governance

118

Changes of control and defense 
measures

Compulsory offer

Section 5a of the 

Articles of Incorporation

 of dormakaba Holding AG includes a formal 

selective opting-out. The text of the formal selective opting-out is as follows (translation of 

the German version):

In the following cases, Familie Mankel Industriebeteiligungs GmbH + Co. KGaA and Mankel 

Family Office GmbH as well as their respective direct or indirect quota holders – individually 

or together with shareholders of the company with whom they entered into a pool 

agreement (Shareholder Pool) in connection with the combination of Kaba Group with 

Dorma Group – are exempted from the obligation to make an offer pursuant to Article 32 

paragraph 1 of the Swiss Federal Act on Stock Exchanges and Securities Trading of 

24 March 1995 (Article 135 paragraph 1 of the Swiss Federal Act on Financial Market 

Infrastructures and Market Conduct in Securities and Derivatives Trading of 19 June 2015):

(a) Combination of Kaba Group with Dorma Group pursuant to the transaction agreement 

dated 29 April 2015 between Familie Mankel Industriebeteiligungs GmbH + Co. KGaA and 

Mankel Family Office GmbH on the one hand and the company on the other hand;

(b) Transactions in shares of the company between parties of the Shareholder Pool and/or 

with third parties that result in changes of the majorities within the Shareholder Pool, 

changes in the composition of the Shareholder Pool or changes in the direct overall 

participation of the parties to the Shareholder Pool in the company, as long as such a direct 

overall participation does not exceed 33⅓% of the voting rights in the company;

(c) Dissolution of the Shareholder Pool;

(d) Consummation of the transfer agreement described in § 36 of the Articles of 

Incorporation.

Clauses on changes of control

If control of dormakaba Holding AG changes hands, dormakaba International Holding AG 

(joint liability with dormakaba Holding AG) is obliged to pay one member of the senior 

management (who is not an EC member) a compensation to improve his pension 

entitlement in the amount of one year’s salary (incl. variable salary component) if his 

employment contract is terminated within a year of the change of control or if he resigns 

within a year of the change of control.

The rules of the applicable long-term incentive plans state that if there is a change in the 

control of dormakaba Holding AG (as defined in the regulations) the share blocking period 

(see Compensation Report 

3.2 Long-term incentive

) will be lifted if this is permitted by law 

and the performance share units are subject to an accelerated full vesting at target 

performance (detailed in the regulations), provided the plan participants concerned still have 

an employment contract (that is not under notice) with dormakaba when the change of 

control occurs.

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dormakaba

Annual Report 2019/20

Corporate Governance

119

Section 36 of the 

Articles of Incorporation

 of dormakaba Holding AG states that according 

to the transfer agreement (called transfer agreement), which was concluded on 29 April 

2015 related to the merger of Kaba Group and Dorma Group, if there is a change of control 

of dormakaba Holding AG, the Mankel/Brecht-Bergen Family has the right to buy back a 

2.6% stake in dormakaba Holding GmbH + Co. KGaA and dormakaba Beteiligungs-GmbH in 

order to regain control (50.1%) of these companies. A change of control of dormakaba 

Holding AG happens if a third party (i) holds 33⅓% or more of voting rights in dormakaba 

Holding AG in shares, (ii) holds 33⅓% or more of voting rights in dormakaba Holding AG in 

purchase positions and the responsible Swiss authority has decided with legal effect that a 

mandatory offer has been triggered, or (iii) publishes the end result of a voluntary offer 

which, when completed, will give it at least 33⅓% of the voting rights of dormakaba 

Holding AG. The Mankel/Brecht-Bergen Family can only exercise the rights pursuant to the 

transfer agreement if dormakaba Holding AG receives a written statement of assurance 

that (i) nobody associated with the Mankel/Brecht-Bergen Family supports the change of 

control or has ever been involved in it, and (ii) the Mankel/Brecht-Bergen Family holds a 

stake of at least 47.5% of dormakaba Holding GmbH + Co. KGaA and dormakaba 

Beteiligungs-GmbH. The price according to the transfer agreement is based on the market 

price or nominal value of the shares and in the former case is calculated using a fixed 

formula agreed by the parties in the transfer agreement. Under certain conditions and for a 

specific period of time, dormakaba Holding AG has the right to buy back the said 2.6% 

stakes. The transfer agreement is annulled if the Mankel/Brecht-Bergen Family’s stake in 

dormakaba falls below 25%. Approval of the transfer agreement can be cancelled by 

resolution of the General Meeting. Such a decision to cancel must be taken (i) following the 

publication of a public takeover offer to acquire all of the outstanding shares of dormakaba 

Holding AG and before the end of the offer period and (ii) with a majority of at least 50% of 

the votes represented. The transfer agreement and its performance were declared valid 

under takeover law by the Swiss Takeover Board on 22 April 2015.

The transfer agreement is available for shareholders to inspect at the dormakaba 

Holding AG’s head office.

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dormakaba

Annual Report 2019/20

Corporate Governance

120

Auditors

Duration of mandate and term of office of Head Auditor

PricewaterhouseCoopers AG, Zurich, has been the auditor for dormakaba Holding AG since 

1907, and Group auditor of the dormakaba Group since 1982. The responsible lead auditor 

took on this function in the 2016/17 financial year. In accordance with the rules on terms of 

office pursuant to the Swiss Code of Obligations, latest from financial year 2023/24 a new 

lead auditor will be responsible for auditing the individual and consolidated annual accounts 

of dormakaba Holding AG.

Auditing fees and additional fees

The fees paid to audit firm PricewaterhouseCoopers for services relating to the audit of the 

annual financial statements of dormakaba Holding AG and Group companies and the 

consolidated financial statements of dormakaba Group came to around CHF 3.06 million in 

the financial year 2019/20. In financial year 2019/20, dormakaba Group also paid expenses 

in the amount of around CHF 0.47 million for other consultancy services from 

PricewaterhouseCoopers. Approximately CHF 0.06 million of this was for general advisory 

services relating to acquisition projects and other consulting projects, and around CHF 0.18 

million for taxation services (direct and indirect taxes). Another CHF 0.23 million was spent 

on support for subsidiaries relating to changes and/or implementation of new accounting 

practice rules or accounting questions and other projects.

Information pertaining to external auditors

Each year, the Audit Committee of the BoD assesses the performance, fees, and 

independence of the auditor and suggests to the BoD which external auditor should be 

proposed to the AGM for election. Each year, the Audit Committee also assesses the scope 

of external auditing, the audit plans and the relevant processes and discusses the results of 

the audit with the external auditors. You can find more information about the Audit 

Committee 

here
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Annual Report 2019/20

Corporate Governance

121

Information policy

This reporting on the financial year 2019/20 and the financial statements as at 30 June 

2020 include the Group Management Report with the consolidated financial statements, 

the financial statements of dormakaba Holding AG, the Corporate Governance Report, the 

Compensation Report, and the Sustainability Report. All reporting is available only digitally 

at 

www.report.dormakaba.com/2019_20

. The HTML format can be printed in PDF format 

or ordered as a printed copy if required. The share price development, business publications, 

media releases, and presentations may also be downloaded from 

www.dormakaba.com

. 

Media and analyst conferences or calls take place at least once a year, but usually twice a 

year. dormakaba typically holds a Capital Market Day at least every second year at which 

financial analysts and investors can gain a deeper insight into the Group by meeting EC 

members and management as well as seeing product presentations. In addition, the CEO, 

the CFO, and the Head of Investor Relations regularly take part in various external investor 

meetings. dormakaba Holding AG publishes price-sensitive information in accordance with 

its disclosure obligations under the rules of the SIX Swiss Exchange AG (Listing Rules, Art. 53, 

and rules on ad hoc publicity). dormakaba Holding AG informs its shareholders in writing 

about the course of its business at least every half year. The information on how the 

business is performing is available at 

www.dormakaba.com/en/news-media/media-

center

 and 

www.report.dormakaba.com

. The notifications, reports, and presentations of 

dormakaba are not continually updated by the company; the statements and data 

contained therein are therefore valid as of the relevant date of publication. For those 

wishing to obtain current information, dormakaba Holding AG recommends that they do not 

refer solely to past publications. A list of the most important dates in the financial year can 

be found at 

www.dormakaba.com/agenda
.

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Annual Report 2019/20

Compensation Report

122

dormakaba

Annual Report 2019/20

Compensation Report

123

General introduction

The Compensation Report describes the principles underlying the compensation policy and 

provides information about the steering process and the compensation awarded to the 

Board of Directors (BoD) and Executive Committee (EC) of dormakaba Holding AG. It 

meets the requirements of Articles 14 to 16 of the Ordinance Against Excessive Pay at 

Publicly Listed Companies of 20 November 2013 (VegüV), Article 663c of the Swiss Code of 

Obligations, the SIX Swiss Exchange’s Directive on Information relating to Corporate 

Governance, and economiesuisse’s Swiss Code of Best Practice for Corporate Governance.

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Annual Report 2019/20

Compensation Report

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Introductory notes from the 
Compensation Committee

The company’s business performance and results for the financial year 2019/20 reflect a 

year of two very different halves. Whereas the first half-year was largely in line with 

expectations, the outbreak and spread of Covid-19 led to an unprecedented slump in 

business activity from February 2020 to the end of the financial year. The pandemic and 

related restrictions – particularly the government-mandated blanket lockdowns – had a 

substantial negative effect on business, leading to a significant reduction in sales. As a 

result, the company recorded negative organic sales growth of 6.9% (previous year +1.3%) 

and EBITDA of CHF 325.0 million (previous year CHF 448.0 million; –27.5%). Correspondingly 

net profit was down by 35.0% to CHF 164.1 million. Based on an unchanged dividend policy, 

the BoD proposes that CHF 10.50 per share to be paid out for the financial year 2019/20, 

down from the CHF 16.00 per share paid for the previous year. The reduction in dividend of 

34.4% is thus in line with the reduction in net profit.

Due to the pandemic, all members of the BoD and the EC decided to take a voluntary and 

temporary reduction in their monthly base pay from May 2020 onwards. In addition, and 

following the reduction in net profit, the average short-term incentive payout for EC 

members is significantly below previous year’s level.

The Compensation Committee performed its regular activities throughout the financial year 

such as the propositions of compensation for the members of the BoD and EC, as well as 

the preparation of the Compensation Report and the binding say-on-pay votes at the 

Annual General Meeting (AGM). At the upcoming AGM, our shareholders will again be asked 

to prospectively approve the aggregate maximum amounts of compensation of the BoD for 

the period until the following AGM and of the EC for the financial year 2021/22. Further, our 

shareholders will have the opportunity to express their opinion about our compensation 

system and the compensation awarded to the BoD and to the EC by way of a consultative 

vote on the Compensation Report 2019/20.

At the AGM 2019, binding votes were conducted on the aggregate maximum compensation 

amounts for the BoD and for the EC, as well as a consultative vote on the Compensation 

Report. The shareholders approved the maximum compensation amounts for both the BoD 

and the EC with approval rates exceeding 95%, while the consultative vote on the 

Compensation Report received a lower approval rate of 71%. In response to this result, the 

Compensation Committee reviewed the shareholders’ feedback to understand and address 

their concerns on the compensation policy and decided to introduce the following changes:

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• Net working capital and sales growth elements will be added to the short-term 

incentive formula for the CEO and the EC members with functional responsibilities 

(CFO and CTO [Chief Technology Officer]). This will harmonize the short-term 

incentive formula across the entire EC by aligning the CEO and Group function 

leaders with their Chief Operating Officer (COO) colleagues and further strengthen 

their accountability for an efficient management of the company’s financial 

resources and growth driven value creation.

• The mix between restricted shares and performance share units under the long-

term incentive will be further shifted and the transition to 100% performance share 

units will be completed with the grant in the year 2021.

• The performance peer group for the total shareholder return under the long-term 

incentive plan is currently being reviewed, considering that it consists of SMIM 

companies and that dormakaba will no longer be part of the SMIM as of September 

2020. The results of the review will be communicated in the Compensation Report 

2020/21.

• At the AGM 2020, the BoD will propose to shareholders to combine the 

Compensation Committee and the Nomination Committee to a new Nomination 

and Compensation Committee to increase the efficiency of the committees.

• As previously announced, as of 1 April 2021, Riet Cadonau will step down from his 

role as CEO of dormakaba and continue in his role as BoD Chair only. As of then, he 

will start being remunerated in his capacity as BoD Chair, while his compensation 

for the CEO role will end.

We are convinced that the compensation system is well aligned with the business strategy 

and the long-term interests of shareholders and allows to attract, engage, and retain 

executives to drive performance and to encourage behaviors that are aligned with the values 

of dormakaba. Further, we trust that the amendments described above will address 

shareholders’ concerns. We will continue to regularly review our compensation policy to 

promote sustainable performance, alignment with the long-term interests of our 

shareholders and employees’ engagement, while being compliant with the regulatory 

environment. The Compensation Committee would like to thank our shareholders for their 

valuable feedback on our approach to executive compensation.

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Annual Report 2019/20

Compensation Report

126

Compensation at a glance

Summary of current compensation system of the BoD

To ensure their independence, BoD members only receive a fixed compensation paid in cash 

and shares restricted for three years. The amount of compensation depends on the function 

on the BoD.

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Shareholding ownership guideline
The BoD members are required to own at least 500 dormakaba shares within three years of 

tenure.

Compensation of the BoD in financial year 2019/20

The compensation awarded to the BoD in financial year 2019/20 is within the limits 

approved by the shareholders at the AGM:

Compensation period

  Approved amount (CHF)

  Effective amount (CHF)

AGM 2018 – AGM 2019

AGM 2019 – AGM 2020

  2,190,000

  2,390,000

  1,820,000

  To be determined*

* The compensation period is not yet completed, a definitive assessment will be provided in the 2020/21 

Compensation Report.

Summary of current compensation system of the EC

The compensation system applicable to the EC is designed to engage executives to 

implement the company’s strategy, to achieve the company’s short- and long-term business 

objectives and to create sustainable shareholder value. It consists of the following elements:

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Annual Report 2019/20

Compensation Report

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Shareholding ownership guideline
The members of the EC are required to own a minimum multiple of their annual base salary 

in dormakaba shares within five years of tenure:

CEO

  300% of annual base salary

EC member 

  200% of annual base salary

Compensation of the EC in financial year 2019/20

The compensation awarded to the EC in financial year 2019/20 is within the limits approved 

by the shareholders at the AGM:

Compensation period

  Approved amount (CHF)

  Effective amount (CHF)*

Financial year 2019/20

  18,000,000

  12,442,335

*

Includes the replacement award for the (designated) COO AS AMER in the amount of CHF 517,066. 
Further details can be found in the chapter "Compensation architecture for the EC" under “6. 
Assessment of actual compensation paid to the EC in the financial year 2019/20”.

Performance in financial year 2019/20
The company’s business performance and results for the financial year 2019/20 reflect a 

year of two very different halves. Whereas the first half-year was largely in line with 

expectations, the outbreak and spread of Covid-19 led to an unprecedented slump in 

business activity from February 2020 to the end of the financial year. As a result, the 

company recorded negative organic sales growth of 6.9% (previous year +1.3%) and EBITDA 

of CHF 325.0 million (previous year CHF 448.0 million; –27.5%). Correspondingly, net profit 

was down by 35.0% to CHF 164.1 million. Consequently, the average short-term incentive 

payout is significantly below previous year’s level.

Compensation governance

• The Compensation Committee supports the BoD with matters related to the 

compensation of the BoD and of the EC.

• Shareholders approve the maximum compensation amounts of the BoD and of the 

EC. Further, they also express their opinion on the compensation system through a 

consultative vote on the Compensation Report.

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Compensation Report

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Basic principles of compensation

The compensation system of dormakaba reflects the commitment to attract, engage, and 

retain the best talent within the industry. It is designed to engage executives and employees 

to implement the company’s strategy, to achieve the company’s short-term and long-term 

business objectives, and to create sustainable shareholder value.

The compensation for the 

BoD 

members consists exclusively of a fixed payment in cash and 

shares. This ensures that the BoD remains independent in exercising its supervisory duties 

towards the EC.

The compensation system for the  members is built on the following key principles:

EC 

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Managing compensation

Compensation Committee

In accordance with the 

Articles of Incorporation

 and the Organizational Regulations of 

dormakaba Holding AG, the BoD is responsible for the principles underlying the 

compensation policy and for the compensation steering process; it is supported in this work 

by the Compensation Committee.

The Compensation Committee consists of three BoD members who are elected annually 

and individually by the AGM for a period of one year. At the AGM 2019, the shareholders 

elected Rolf Dörig (Chair), Hans Gummert, and Hans Hess as members of the 

Compensation Committee.

The Compensation Committee’s main tasks are:

• Propose and periodically review the compensation policy and regulations for the 

attention of the BoD;

• Propose to the BoD the specific design of the fundamental compensation elements 

and the determination of the compensation-related performance objectives;

• Propose to the BoD the maximum aggregate compensation amount of the BoD and 

of the EC to be submitted to the shareholders’ vote at the AGM;

• Propose to the BoD the compensation to be paid to its members within the limits 

approved by the AGM;

• Decide on the terms of appointment, significant changes in existing employment 

contracts, and compensation for the EC members within the limits approved by the 

AGM;

• Decide on the share-based compensation to be awarded to the members of the EC 

and the Senior Management;

• Propose to the BoD the Compensation Report.

The compensation for the EC and for the Senior Management is set as part of an annual 

process.

Annual process and responsibilities in setting the compensation of the BoD and EC

  Aug

  Oct

  Dec

  Feb

  June

Compensation policy review and compensation principles for next 
financial year

Compensation planning and share award plan design

Compensation Report

Maximum aggregate compensation amounts of the BoD and EC for next 
compensation period

Compensation structure and level of BoD for next compensation period  

Individual target compensation of EC members for next financial year*

Individual short-term incentive payments of EC members for previous 
financial year*

Individual share awards of EC members and Senior Management*

CC
BoD

CC
BoD

CC
BoD

CEO
CC

CEO
CC

  AGM

  AGM

CC
BoD

CC
BoD

CC
BoD

  CC

CC
BoD

CEO
CC

CEO
CC

Review of external stakeholder feedback on compensation disclosure and 
[discussion of] changes for next disclosure

  CC

CC meeting schedule and agenda for next period of office

  CC

  CC

  CC

red: recommending body 

blue: reviewing body 

gray: approving body 

* Proposals related to the CEO compensation are prepared by the Compensation Committee Chair and approved by the Compensation Committee.

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dormakaba

Annual Report 2019/20

Compensation Report

130

The Compensation Committee meets as often as business requires but at least once a year. 

In the financial year 2019/20, the Compensation Committee held four meetings of 

approximately one to two hours each. Meeting attendance details, incl. participation of 

members of executive management and external advisors, are provided in the 

Corporate 

Governance Report

.

The Compensation Committee Chair reports to the BoD after each meeting on the activities 

of the committee. The minutes of the committee’s meetings are available to the BoD 

members.

The Compensation Committee may decide to consult external advisors on specific 

compensation matters. Agnès Blust Consulting, a company specialized in executive 

compensation in Swiss listed companies, has been appointed to provide independent advice 

in specific compensation and governance matters. This firm does not have any non-Human 

Resources related mandates with dormakaba.

Shareholders’ involvement

The BoD values the dialogue with shareholders and wants to know and understand their 

views on executive compensation. In this context, the BoD has held an annual consultative 

vote on the Compensation Report from financial year 2012/13 onwards. This vote allows 

shareholders to express their opinion on the compensation policy and systems applicable to 

the BoD and the EC. Since the AGM 2015, the BoD also seeks an annual prospective binding 

approval from shareholders of the maximum aggregate amount of compensation of the 

BoD and the maximum aggregate amounts of fixed and variable compensation of the EC.

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The Articles of Incorporation include the principles of compensation applicable to the BoD 

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and to the EC. Those provisions can be found 

online 

and include:

• Principles of compensation of the Board of Directors (Article 23);

• Principles of compensation of the Executive Committee (Article 24);

• Binding vote at the AGM (Article 22);

• Additional amount for new members of the Executive Committee (Article 25);

• Credits and loans to members of the Board of Directors and Executive Committee 

(Article 28).

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Annual Report 2019/20

Compensation Report

131

Compensation architecture for the 
BoD

BoD members only receive a fixed compensation based on the responsibilities and time 

requirement of their function, without any entitlement to performance-related 

compensation. This ensures that the BoD remains independent while exercising its 

supervisory duties towards the EC. The amount of compensation for each function of the 

BoD is determined annually considering the market compensation trends and comparisons 

with other listed Swiss industrial companies which operate internationally. The last 

benchmarking analysis was conducted by Agnès Blust Consulting in financial year 2017/18 

based on the following peer companies: Autoneum, Bucher Industries, EMS Chemie, Geberit, 

Georg Fischer, Landis + Gyr, Logitech, Lonza, OC Oerlikon, Sonova, and Sulzer. The results of 

the analysis had shown that overall, the compensation of the BoD was slightly below market 

practice.

In view of the evolving requirements on the BoD members’ role and considering that the 

compensation levels of the BoD remained unchanged since 2014 despite being below 

benchmark, they were increased effective for the term of office from the AGM 2019 until the 

AGM 2020. The basic compensation was increased to CHF 100,000 in cash and 

CHF 90,000 in restricted shares (previously CHF 90,000 in cash and CHF 80,000 in 

restricted shares) and the membership fee for the Audit Committee was increased to 

CHF 20,000 (previously CHF 15,000). The intention is to keep the compensation levels for 

ordinary members unchanged for the time being.

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1. Composition of compensation

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The BoD Chair does not receive any compensation for his function on the BoD as long as he 

acts in a dual role as Chair of the BoD and CEO.

The compensation paid to the other members of the BoD comprises a cash payment of 

CHF 100,000 and an award of CHF 90,000 in restricted shares of dormakaba Holding AG. 

Additional fees are paid in cash for specific functions such as committee chair and/or 

committee member of the BoD or for performing special additional tasks assigned by the 

BoD.

The compensation system and levels are documented in the BoD compensation directive and 

are summarized in the table below.

The members of the BoD may decide to receive part of the cash payment in the form of 

shares of the company. The number of shares awarded is calculated using the average 

closing share price for the last five trading days of the last month of the relevant 

compensation period. The awarded shares are restricted for a period of three years; this 

blocking period remains in place if a member leaves the BoD. In addition, a shareholding 

ownership guideline is in place, requiring Board members to hold a minimum of 500 shares 

of dormakaba within three years after their election to the BoD.

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Annual Report 2019/20

Compensation Report

132

Compensation is paid on a pro rata basis to Board members twice a year. For the term of 

office from the AGM 2019 until the AGM 2020, the first compensation period ended on 

30 April 2020, the second will end on 31 October 2020. Actual expenses incurred are only 

reimbursed for travel and journeys outside Switzerland or as caused by special additional 

tasks performed on behalf of and assigned by the BoD.

Effective 1 April 2021, the BoD Chair will step down from his dual role and hand over the 

CEO role to his successor. While compensation for his CEO role will stop as of the same 

date, he will start being remunerated in his capacity as BoD Chair with an annual fee of 

CHF 680,000, of which CHF 360,000 will be paid in cash and CHF 320,000 in restricted 

shares (following a similar ratio between cash and share compensation as for the other BoD 

members). The annual fee for the BoD Chair role was determined based on the expected 

time and effort required to effectively perform this role and with consideration of 

remuneration levels of defined benchmark companies. The BoD Chair is not eligible to 

receive any additional committee fees.

For the term of office from the AGM 2020 until the AGM 2021 and subject to approval by 

the AGM 2020, the BoD compensation system will be modified to accommodate the 

formation of the Nomination and Compensation Committee. The Committee Chair fee for 

the new Nomination and Compensation Committee will be CHF 60,000 and the 

membership fee will be CHF 20,000. This structure was determined based on the expected 

level of time and effort required to effectively run the committee and to be consistent with 

the existing structure for the Audit Committee. Upon implementation of the Nomination 

and Compensation Committee, the individual Compensation and Nomination Committees 

and their respective fee structures will be discontinued.

2. Assessment of actual compensation paid to the BoD in the financial 
year 2019/20

The actual compensation paid to the BoD for the financial year 2019/20 decreased 

compared to the previous year (–6%) mainly due to the former BoD Chair still being 

remunerated until he stepped down at the AGM 2018. Although the change in the 

compensation levels mentioned above resulted in slightly higher fees overall, all members of 

the BoD voluntarily and temporarily waived 10% of their basic compensation, starting from 

May 2020. Therefore, two months of the reporting period (May/June) were impacted by this 

reduction.

At the AGM 2019, the shareholders approved a maximum aggregate amount of 

CHF 2,390,000 for the BoD for the compensation period from the AGM 2019 until the AGM 

2020. The compensation effectively paid for the portion of this term of office included in this 

Compensation Report (October 2019 – 30 June 2020) is within the limit approved by the 

shareholders. A conclusive assessment for the entire period will be included in the 

Compensation Report 2020/21.

At the AGM 2018, the shareholders approved a maximum aggregate amount of 

CHF 2,190,000 for the BoD for the compensation period from the AGM 2018 until the AGM 

2019. The compensation effectively paid was CHF 1,820,000 and is within the limit approved 

by the shareholders.

As of 30 June 2020, in compliance with the 

Articles of Incorporation

, no loans or credits were 

granted to current or former BoD members, or parties closely related to them. Investments 

held by BoD members or related persons (including conversion and option rights) – if any – 

are listed 

here
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Annual Report 2019/20

Compensation Report

133

Compensation architecture for the 
EC

The compensation awarded to EC members is primarily driven by the success of the 

company. In addition to a competitive fixed compensation, there is a performance-related 

component that rewards for performance and allows EC members to participate in the 

company’s long-term value creation. The overall compensation consists of the following 

elements:

• Annual base salary;

• Benefits (such as retirement benefits);

• Short-term incentive;

• Long-term incentive (share-based compensation).

To ensure consistency across the organization, roles within the organization have been 

evaluated using the job grading methodology of Korn Ferry Hay Group. The grading system 

is the basis for compensation activities such as benchmarking and determination of 

compensation structure and levels. For comparative purposes, dormakaba refers to external 

compensation studies that are conducted regularly by Korn Ferry Hay Group in most 

countries. Overall, these studies include the compensation data of 2,500 technology and 

industrial companies, including listed and privately held competitors in the security sector 

that are comparable with dormakaba in terms of annual revenues, number of employees, 

and complexity in the relevant national or regional markets. Consequently, there is no 

predefined peer group of companies that is used globally. Rather, the benchmark companies 

vary from country to country based on the database of Korn Ferry Hay Group. For the CEO 

role, the following companies were included in the last benchmark analysis conducted in the 

financial year 2018/19 covering Swiss listed industrial companies of similar size in terms of 

market capitalization, revenue, and number of employees: Autoneum, Bucher Industries, 

EMS Chemie, Geberit, Georg Fischer, Landis+Gyr, Logitech, Lonza, OC Oerlikon, Sonova, and 

Sulzer.

As a principle, the compensation paid to the EC members must be based on the market 

median in the relevant national or regional market and must be within a range of –20% to 

+35% of this figure. The variable component of compensation (= short- and long-term 

incentives) is targeted to make up for at least 50% of the overall compensation.

1. Annual base salary

EC members receive an annual base salary for fulfilling their role. It is based on the following 

factors:

• Content, responsibilities and complexity of the function;

• External market value of the respective role: amount paid for comparable positions 

in the industrial sector in the country where the member works;

• Individual profile in terms of skill set, experience, and seniority.

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2. Benefits

Annual Report 2019/20

Compensation Report

134

As the EC is international in its nature, the members participate in the benefits plans 

available in their country of employment. Benefits mainly consist of retirement, insurance, 

and health care plans that are designed to provide a reasonable level of protection for the 

participants and their dependents in respect to the events of retirement, disability, death, 

and illness/accident. The EC members with a Swiss employment contract participate in the 

occupational pension plans offered to all employees in Switzerland, which consist of a basic 

pension fund and a supplementary plan for management positions. The benefits offered by 

the pension fund of dormakaba in Switzerland are in line with benefits provided by other 

Swiss multinational industrial companies.

EC members under foreign employment contracts are insured commensurately with market 

conditions and with their position. Each plan varies in line with the local competitive and 

legal environment and is, as a minimum, in accordance with the legal requirements of the 

respective country.

Further, EC members are also provided with certain executive perquisites such as company 

car or car allowance, representation allowance, and other benefits in kind according to 

competitive market practice in their country of employment.

3. Variable compensation

The variable compensation consists of a short-term incentive (STI) and a long-term incentive 

(LTI).

3.1 Short-term incentive
The short-term incentive is defined annually as a cash payment and aims to motivate the 

participants to meet and exceed the company’s financial objectives, which are defined in line 

with the Group’s strategy. Pursuant to the 

Articles of Incorporation

, the short-term 

incentive may not exceed 150% of the individual annual base salary for the EC members 

(cap).

Following the “We are ONE company” principle, the individual short-term incentive paid to 

the EC members is strictly based on Group and segment financial objectives and not on 

individual goals. For the CEO and other EC members (CFO, CTO, CMO), the incentive 

formula relates exclusively to Group results. For the COOs, it relates to segment results and 

Group results as follows:

  Group   Segment

  Rationale

Access Solutions 
(AS)

  10%  

30% all AS 
segments,
60% own AS 
segment

Key & Wall 
Solutions

  30%   70%

AS segments (AMER, APAC, DACH, EMEA) are 
interdependent, therefore the weighting strongly 
encourages collaboration between AS segments 
and rewards for the AS collective performance and 
the individual performance of each AS segment in a 
balanced manner.

Key & Wall Solutions is an independent global 
segment, the 30 – 70% split between Group’s and 
segment’s results is well balanced in terms of 
rewarding the collective performance of the Group 
and the individual performance of the segment.

The business results are compared to the previous year’s results to drive a continuous 

improvement of the business achievements, year after year.

The incentive formulas for all EC members are built around the following principle: the short-

term incentive consists of a predefined share of profit, which is determined for each function 

individually, multiplied by a growth multiplier and, for COOs, by a net working capital (NWC) 

multiplier (see the following illustration).

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dormakaba

Annual Report 2019/20

Compensation Report

135

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The predefined share of profit is expressed as a percentage of Group net income or as a 

percentage of segment EBIT. The growth multiplier depends on the company’s net income 

growth or on the segment’s sales growth compared to previous year and is capped at 1.6 in 

case of substantial growth; the net working capital (NWC) multiplier depends on the 

segment’s change of net working capital compared to previous year and is capped at 1.4 in 

case of substantial reduction of net working capital.

This formula is aligned to the business strategy of profitable growth because it rewards for 

bottom-line (Group net income or segment EBIT) and, for the COOs, top-line results (sales 

growth) and an efficient management of the company’s financial resources.

The calculation of the short-term incentive is based – just as the audited financial 

statements of the Group – on the actual figures recorded in the financial reporting system. 

Special effects that have a material impact on the financial results, such as significant 

acquisitions and divestments or extraordinary results representing merger-related 

integration costs, are excluded so that the financial results are comparable to previous year. 

There was no such special effect in the reporting year.

For the financial year 2020/21, the short-term incentive formula for the CEO and other EC 

members in a Group function role (CFO and CTO) will be modified to include both a sales 

growth and a net working capital multiplier in addition to the current net income growth 

multiplier. This modification is intended to harmonize the incentive formulas across the 

entire EC and further strengthen the accountability for the efficient use of the company’s 

financial resources as well as growth-driven value creation. The new multipliers will be 

applied in similar fashion to those currently in place for the COOs:

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Annual Report 2019/20

Compensation Report

136

3.2 Long-term incentive
The purpose of the long-term incentive is to give the EC an ownership interest in dormakaba 

and a participation in the long-term performance of the company and thus to align their 

interests to those of the shareholders.

At the beginning of the long-term incentive plan cycle (grant date), EC members are 

awarded restricted shares and performance share units of dormakaba based on the 

following criteria:

•

External benchmark:

 typical grant size of long-term incentive for a similar function 

in the relevant market and positioning of the individual’s total direct compensation 

compared to that benchmark. Total direct compensation includes fixed base salary 

plus short-term incentive plus allocation under the long-term incentive plan.

•

Individual performance:

 measured against predefined priorities in the financial year 

prior to the grant, as documented within the performance management process. 

The long-term incentive is the only compensation program that takes into 

consideration the individual performance of the EC members. For each member, a 

list of individual strategic priorities is determined before the start of each financial 

year based on the mid-term plan of the Group, segment or function. At the end of 

each financial year, the individual performance of the member is evaluated against 

those strategic priorities and will be considered for the determination of the grant 

size of the long-term incentive in the following financial year.

•

Strategic importance:

 impact of the EC member's projects on the long-term 

company's success.

•

Retention:

 desire to retain the person to the company and to its overall long-term 

value creation by offering restricted shares and performance share units subject to 

a three-year vesting period.

Based on the above criteria, the CEO formulates a proposal for long-term incentive awards 

of the individual EC members and other members of Senior Management, which is subject 

to approval by the Compensation Committee. For the CEO, the Compensation Committee 

Chair formulates a proposal that is subject to the approval of the Compensation 

Committee. Pursuant to the 

Articles of Incorporation

, the fair value of the long-term 

incentive at grant may not exceed 150% of the individual annual base salary for the EC 

members (cap).

The long-term incentive award is split into two components: one half is granted in form of 

restricted shares of dormakaba subject to a three-year blocking period. This component of 

the award is designed to provide participants an ownership interest in the long-term value 

creation of the company by making them shareholders. The second half of the award is 

granted in form of performance share units of dormakaba subject to a three-year 

performance-based vesting period. This component of the award is designed to reward 

participants for the future performance of the earnings per share (EPS) and the relative 

Total Shareholder Return (TSR) of the company over the three-year performance period. 

Both performance conditions are equally weighted at 50%. The vesting level may range from 

0% to a maximum of 200% of the original number of units granted (maximum two shares 

for each performance share unit originally granted).

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Annual Report 2019/20

Compensation Report

137

TSR is measured relative to companies of the Swiss Market Index Mid (SMIM) – in which 

dormakaba is included as at 30 June 2020 – and provides for a 100% vesting for median 

performance. The SMIM was selected as a performance benchmark because of the 

insufficient number of direct competitors of dormakaba that are listed. Therefore, the SMIM 

as an index of companies of comparable size listed on the SIX Swiss Exchange was the most 

appropriate alternative.

In response to dormakaba having to leave the SMIM in September 2020, the performance 

peer group is currently being reviewed by the Compensation Committee. The results of this 

review will be provided in the Compensation Report 2020/21.

The EPS growth target is fully aligned with dormakaba’s communicated strategy of organic 

sales growth, which is to outperform weighted GDP growth by 2% points. The vesting 

formula for both performance indicators is illustrated below, there is no vesting below the 

threshold levels of performance:

The vesting formula has been designed in line with market practice for Swiss publicly traded 

companies to combine pay for performance compensation principles and reach alignment 

with the long-term shareholder interest. It has both challenging targets and no excessive 

leverage. To reach the target, the company needs to outperform half of the peers in respect 

of relative TSR and needs to outperform GDP growth by 2% points on the EPS condition. 

While there is no payout below the threshold levels of performance, a partial payout is still 

possible for a performance between the threshold and the target. On the other side, an 

extraordinary performance is required to reach the cap of 200%.

Restricted shares and performance share units are usually awarded annually in September. 

In case of voluntary termination by the participant or termination for cause by the company, 

restricted shares remain blocked and the performance share units are forfeited without any 

compensation. In case of termination without cause or retirement, restricted shares remain 

blocked and the performance share units are subject to a pro rata vesting at the regular 

vesting date. In case of disability, death or change of control, the blocking period of the 

shares is lifted and performance share units are subject to an accelerated pro rata vesting 

based on a performance assessment by the BoD (see also Corporate Governance Report 

'

Changes of control and defense measures

'). The conditions for the award of shares and 

performance share units are governed by the stock award plans of dormakaba.

Shares awarded in recent years have come from treasury shares and to a small extent from 

conditional capital.

The long-term incentive awards are subject to clawback and malus provisions since 2019. In 

certain circumstances, such as in the case of financial restatement due to material non-

compliance with financial reporting requirements or of fraudulent behavior or substantial 

willful misconduct, the BoD may decide to suspend the vesting or forfeit any granted long-

term incentive award (malus provision) or to require the reimbursement of vested shares 

delivered under the long-term incentive (clawback provision).

The mix between restricted shares and performance share units under long-term incentive 

will continue to be shifted and the transition to a fully performance based long-term 

incentive will be completed in the financial year 2021/22 as follows:

• Grant in September 2020: two-thirds performance share units and one-third 

restricted shares.

• Grant in September 2021: 100% performance share units (discontinuation of 

allocation of restricted shares).

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Annual Report 2019/20

Compensation Report

138

4. Employment contracts

The EC members are employed under employment contracts of unlimited duration that are 

subject to a notice period of up to twelve months. EC members are not contractually 

entitled to termination payments or any change of control provisions other than the 

accelerated vesting and/or unblocking of share awards mentioned above. The employment 

contracts of the EC members may include non-competition clauses for a duration of up to a 

maximum of two years. In cases where the company decides to activate the non-

competition provisions, the compensation paid in connection with such non-competition 

provisions may not exceed the monthly base salary, or half of the total compensation, for a 

period of twelve months.

5. Shareholding ownership guideline

The EC members are required to own a minimum multiple of their annual base salary in 

dormakaba shares within five years of hire or promotion to the EC, as set out in the 

following table.

CEO

  300% of annual base salary

EC member 

  200% of annual base salary

To calculate whether the minimum holding requirement is met, all vested shares are 

considered regardless of whether they are restricted or not. However, unvested performance 

share units are excluded from the calculation. The Compensation Committee reviews 

compliance with the share ownership guideline on an annual basis. In the event of a 

substantial rise or drop in the share price, the BoD may, at its discretion, review the 

minimum ownership requirement.

6. Assessment of actual compensation paid to the EC in the financial 
year 2019/20

In comparison to the previous year, total direct compensation (TDC) of the EC decreased by 

8%. There are several factors that impacted the level of actual compensation paid to the EC 

in the 2019/20 financial year, which are summarized below.

•

Changes in EC composition: 

one EC member left the company at the end of 

December 2019 and two members stepped down at the end of the reporting period. 

On the other hand, two individuals are reported on a pro rata basis starting from 

January respectively April 2020. As part of their on-boarding, these individuals 

received one-time relocation support. In addition, one individual received a 

replacement award in lieu of the forfeited compensation at the previous employer. 

Further details can be found below.

•

Impact of currency exchange rates:

 six members of the EC are paid in foreign 

currencies. Their compensation is converted into Swiss francs for the disclosure in 

this report and has changed due to a change in currency exchange rates even when 

the compensation amount in local currency has remained unchanged. This leads to a 

slightly reduced compensation in comparison to the previous reporting period.

•

Base salary changes:

 the target base salary of five EC members was adjusted at the 

beginning of the reporting year, to account for their individual performance and to 

further align them with market levels. The base salaries of the CEO and the other 

EC members did not change. Starting from May 2020, the EC members voluntarily 

agreed to a reduction in monthly base salary of 10% in the context of the Covid-19 

pandemic and as a sign of solidarity with the global workforce. Overall, the annual 

base salaries paid out decreased by 2%.

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Annual Report 2019/20

Compensation Report

139

•

STI payout:

 the STI payout formula is based on performance improvements versus 

previous year (and not on the achievement of budgeted targets). A payout of 112% 

of annual base salary (on average) for the EC members corresponds to the level of 

originally expected performance for the financial year 2019/20. The STI payout of 

the EC members reflects the underlying financial performance in the reporting year, 

especially the obviously lower Group net income which is the main driver of the STI 

payout for the CEO and EC members with global responsibility (CFO, CTO, CMO). 

All segments (COOs) achieved a significantly lower profitability compared to the 

previous year (lower EBITDA and EBIT as well as lower EBITDA margin and EBIT 

margin). All segments contributed to the negative organic sales growth of the 

Group. In the reporting year, the STI payout of EC members is 70% of annual base 

salary on average (previous year 94%).

•

LTI grant in September 2019:

 to determine the individual grant size, the allocation 

criteria in place for several years (described under 

section 3.2

) such as individual 

performance in previous year, strategic importance of the projects under 

responsibility, position against benchmark and retention need) were considered. 

Based on those factors, the LTI grant size of two EC members was increased 

compared to previous year, while it was decreased for one other EC member. For 

the CEO and the other EC members, the LTI grant size remained unchanged 

compared to previous year. The strategic priorities of the CEO for financial year 

2018/19 (considered for determining the grant size in the reporting year) are 

detailed below and have been implemented successfully.

Strategic priorities of the CEO (financial year 2018/19)*

Business performance

  Achieve business performance in line with guidance.

Business development

Selectively establish further acquisitions/divestments in accordance 
with the defined strategic priorities. 

Group innovation

  Drive the digitization initiatives (cloud-based solutions). 

Supply chain management

Deliver the defined procurement savings and execute the agreed 
Industry 4.0 initiatives. 

Organization

Ensure succession plans for key positions, strengthen leadership 
teams and develop/retain key talents. Implement the defined IT 
strategy.

* This information is disclosed in summarized form for confidentiality reasons.

The replacement awards for the (designated) COO AS AMER relate to the forfeited 

compensation at the previous employer. The replacement award in cash for forfeited cash 

compensation at the previous employer amounts to CHF 109,422. The replacement award in 

equity amounts to CHF 246,581 in restricted shares and CHF 161,063 in PSU to compensate 

for part of the forfeited LTI at the previous employer. The shares and PSU have been 

granted at the hiring date on 1 April 2020. The shares are subject to a blocking period of 1 

year and 5 months and 2 years and 5 months, respectively. The PSU are subject to a vesting 

period of 1 year and 5 months and 2 years and 5 months respectively, based on the EPS and 

rTSR performance conditions used in the dormakaba LTI plan. The blocking period of the 

shares and the vesting period of the PSU mirror the restriction periods of the outstanding 

plans at dormakaba (LTI grants 2018 and 2019, vesting in 2021 and 2022 respectively) and 

broadly reflect those of the forfeited awards at the previous employer.

The performance share units granted under the long-term incentive in September 2016 

vested in September 2019 based on the EPS growth over the three-year vesting period at a 

vesting level of 200%. The share price at vesting amounted to CHF 638.50 compared to 

CHF 735.50 at grant.

Variable compensation forms a major part of total direct compensation (TDC). The 

percentage of overall compensation paid to the EC as variable compensation in the 

reporting year was 62% (excluding benefits and social security contributions) and dropped 

(previous year 67%) due to decrease in STI payout. Variable compensation paid out in shares 

accounted for 33% of the TDC (previous year 32%), which is in line with the compensation 

strategy to award 30% or more of total compensation in equity-based compensation by 

applying increases primarily on the long-term incentive component rather than on the other 

compensation elements.

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dormakaba

CEO

Annual Report 2019/20

Compensation Report

140

EC*

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* Annual Base Salary

* EC excl. CEO
** Annual Base Salary

At the AGM 2018, the shareholders approved a maximum aggregate amount of 

CHF 18,000,000 for the EC for the financial year 2019/20. The compensation effectively 

awarded of CHF 12,442,335 is within the limits approved by the shareholders. This includes 

the replacement award for the (designated) COO AS AMER in the amount of CHF 517,066.

As at 30 June 2020, in compliance with the 

Articles of Incorporation

, no loans or credits were 

granted by dormakaba to current or former EC members, or parties closely related to them. 

Investments held by EC members or related persons (including conversion and option rights) 

– if any – are listed 

here
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dormakaba

Annual Report 2019/20

Compensation Report

141

Compensation to the BoD and EC

Financial year 2019/20

Compensation 1)

  Basic compensation  

Additional 
compensation 
(committees, 
special tasks)  

Social benefits  

Total (CHF)  

of which in shares 
(CHF) 2)

180,167  

180,167  

–  

6,667  

–  

–  

–  

–  

–  

180,167  

186,833  

148,785

128,486

–  

–

180,167  

60,000  

16,835  

257,001  

84,613

180,167  

75,000  

17,902  

273,069  

84,613

180,167  

180,167  

20,000  

96,487  

13,988  

–  

214,154  

276,654  

84,613

84,613

180,167  

180,167  

–  

103,333  

–  

20,294  

180,167  

303,794  

94,737

84,613

180,167  

1,621,500  

–  

361,487  

–  

180,167  

69,019  

2,052,006  

148,785

943,857

BoD

Birgersson Jens

Brecht-Bergen Stephanie

   Member Nomination Committee (since AGM 
2019)

Cadonau Riet

   Chair of the Board

Daeniker Daniel

   Chair Audit Committee

Dörig Rolf

   Chair Compensation Committee

   Member Nomination Committee

Dubs-Kuenzle Karina

Gummert Hans

   Member Audit Committee 

   Member Compensation Committee 

   Member Nomination Committee (until AGM 
2019)

Heppner John

Hess Hans

   Vice-Chair of the Board

   Lead Independent Director

   Chair Nomination Committee

   Member Audit Committee 

   Member Compensation Committee 

Mankel Christine

Total BoD

1) Compensation for the employer representatives on the Swiss pension fund (Rolf Dörig, Karina Dubs-Kuenzle) of CHF 20,000 p.a. each and compensation 

for the membership of the Supervisory Board of dormakaba Holding GmbH + Co. KGaA (Hans Gummert) of CHF 64,153.04 are included in the 
compensation (additional compensation). Business expenses are not included. For Mr Gummert the additional compensation is paid in EUR and is lower 
compared to the previous period due to him leaving the Surpervisory Board of ISEO.

2) The compensation for the reporting period is paid out in three installments (November 2019, May 2020, and November 2020). Shares are awarded based 

on a fixed monetary amount of CHF 90,000 for the Board members. The average of the closing share prices of the last five trading days in the month prior 
to the payment is used to determine the number of shares allocated (CHF 635.70 for the shares transferred in November 2019 and CHF 482.12 for the 
shares transferred in May 2020).

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dormakaba

Annual Report 2019/20

Compensation Report

142

  Fixed compensation

  Variable compensation

Total CHF

Benefits and 
social / 
pension 
contributions 1) 

Total 
aggregate 
amount

Fixed basic 
payment

 STI 2)

 LTI 3) 4)

contributions  

Social / 
pension 

Total 
aggregate 
amount

EC members active on 30 
June 2020

Cadonau Riet

Other EC 5)

Subtotal 

 818,142   

 175,249   

 993,391   

 859,294   

 1,016,401   

 328,687   

 2,204,381   

 3,197,772 

 2,856,665   

 1,113,745   

 3,970,410   

 1,909,994   

 2,129,375   

 717,718   

 4,757,087   

 8,727,497 

 3,674,807 

 1,288,994 

 4,963,801 

 2,769,288 

 3,145,776 

 1,046,405 

 6,961,468 

 11,925,269 

1) Includes contributions to social security and occupational pension plans as well as fringe benefits. Contributions to social security and occupational pension 
plans are the contributions effectively paid in the reporting year and relate to the fixed and variable compensation effectively paid out in the reporting 
year. Fringe benefits include elements such as private use of company car, company car allowance, service anniversary, housing contributions, and one-time 
relocation allowances for two new EC members to facilitate their relocation following their appointment to the EC role. Fringe benefits amount to CHF 
31,882 for the CEO and CHF 625,174 for the other EC members.

2) The short-term incentive reported will be paid after the end of the reporting year.

3) The grant value of the LTI includes CHF 1,606,294 in restricted shares and CHF 1,539,481 in performance share units (PSU). The fair value on the grant date 
is CHF 667.50 per restricted share. The value of the PSUs is based on their fair value on the grant date which includes adjustments for lost dividends during 
the vesting period and the TSR performance conditions.

4) In accordance with his employment contract from 2011, the CEO receives a guaranteed allocation of 550 shares (worth CHF 285,979) which are blocked for 
three years. These shares are not yet included in the shares held as of 30 June 2020 as listed in the table ’Shares held by BoD and EC’ as they were not yet 
allocated by the end of the financial year (grant date of 1 September 2020). However, they have been included in the long-term incentive compensation 
figure with a share price of CHF 519.96 (average closing price of May/June 2020).

5) Includes the compensation for the (designated) COO AS AMER, who joined the company on 1 April 2020 as designated COO and assumes COO and EC 

responsibility as of 1 July 2020. His compensation for the period from 1 April to 30 June 2020 comprises base salary, pro rata STI and LTI, and a one-time 
relocation allowance. The replacement awards in cash and equity relating to the forfeited compensation at the previous employer are not included. The 
replacement award in cash for forfeited cash compensation at the previous employer amounts to CHF 109,422. The replacement award in equity amounts 
to CHF 246,581 in restricted shares and CHF 161,063 in PSU to compensate for part of the forfeited LTI at the previous employer. The shares and PSU have 
been granted at the hiring date on 1 April 2020. The shares are subject to a blocking period of 1 year and 5 months and 2 years and 5 months, respectively. 
The PSU are subject to a vesting period of 1 year and 5 months and 2 years and 5 months respectively, based on the EPS and rTSR performance conditions 
used in the dormakaba LTI plan. The blocking period of the shares and the vesting period of the PSU mirror the restriction periods of the outstanding plans 
at dormakaba (LTI grants 2018 and 2019, vesting in 2021 and 2022 respectively) and broadly reflect those of the forfeited awards at the previous employer.

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dormakaba

Annual Report 2019/20

Compensation Report

143

Financial year 2018/19

BoD

Birgersson Jens (since 2018 AGM)

Brecht-Bergen Stephanie

Cadonau Riet (since 2018 AGM)

   Chair of the Board

Chiu Elton SK (until 2018 AGM)

Daeniker Daniel

   Chair Audit Committee

Dörig Rolf

   Vice-Chair of the Board (until 2018 AGM)

   Chair Compensation Committee

   Member Nomination Committee

Dubs-Kuenzle Karina

Graf Ulrich (until 2018 AGM)

   Chair of the Board

   Chair Nomination Committee

Gummert Hans

   Member Audit Committee 

   Member Compensation Committee 

   Member Nomination Committee

Heppner John

Hess Hans

   Vice-Chair of the Board (since 2018 AGM)

   Lead Independent Director (since 2018 AGM)

   Chair Nomination Committee (since 2018 
AGM)

   Member Audit Committee 

   Member Compensation Committee 

Mankel Christine

Total BoD

Compensation 1)

  Basic compensation  

Additional 
compensation 
(committees, 
special tasks)  

Social benefits  

Total (CHF)  

of which in shares 
(CHF) 2)

113,333  

170,000  

–  

56,667  

170,000  

–  

–  

–  

–  

60,000  

–  

–  

–  

3,892  

16,019  

113,333  

170,000  

–  

60,559  

246,019  

53,233

103,430

–

26,271

79,504

170,000  

68,333  

16,618  

254,952  

79,504

170,000  

190,000  

20,000  

6,667  

13,201  

10,560  

203,201  

207,227  

79,504

79,753

170,000  

137,149  

–  

307,149  

79,504

170,000  

170,000  

13,333  

78,333  

–  

17,738  

183,333  

266,072  

83,727

79,504

170,000  

1,720,000  

–  

383,816  

–  

78,030  

170,000  

2,181,845  

125,682

869,618

1) Compensation for the employer representatives on the Swiss pension fund (Ulrich Graf, Rolf Dörig, Karina Dubs-Kuenzle) of CHF 20,000 p.a. each and 
compensation for the membership of the Supervisory Board of dormakaba Holding GmbH + Co. KGaA and ISEO (Hans Gummert) of CHF 102,149 are 
included in the compensation (additional compensation). Business expenses are not included. For Mr Gummert the additional compensation is paid in EUR 
and remains stable vis-à-vis the previous year, however, fluctuates in CHF due to currency exchange.

2) The compensation for the reporting period is paid out in three installments (November 2018, May 2019 and November 2019). Shares are awarded based on 
a fixed monetary amount of CHF 240,000 for the Chair of the Board (until AGM 2018) and CHF 80,000 for the other Board members. The average of the 
closing share prices of the last five trading days in the month prior to the payment is used to determine the number of shares allocated (CHF 703.70 for 
the shares transferred in November 2018 and CHF 767.30 for the shares transferred in May 2019).

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dormakaba

Annual Report 2019/20

Compensation Report

144

  Fixed compensation

  Variable compensation

Total CHF

Benefits and 
social / 
pension 
contributions 1) 

Total 
aggregate 
amount

Fixed basic 
payment

 STI 2)

LTI 3) 4)

contributions  

Social / 
pension 

Total 
aggregate 
amount

EC

Cadonau Riet

Other EC

Total EC

 832,008   

 140,914   

 972,922   

 1,275,000   

 1,184,696   

 346,350   

 2,806,046   

 3,778,968 

 2,819,911   

 798,191   

 3,618,102   

 2,565,392   

 2,273,293   

 679,528   

 5,518,213   

 9,136,315 

 3,651,919 

 939,105 

 4,591,024 

 3,840,392 

 3,457,989 

 1,025,878 

 8,324,259 

 12,915,283 

1) Includes contributions to social security and occupational pension plans as well as fringe benefits. Contributions to social security and occupational pension 
plans are the contributions effectively paid in the reporting year and relate to the fixed and variable compensation effectively paid out in the reporting 
year. Fringe benefits include elements such as private use of company car, service anniversary or housing contributions. Fringe benefits amount to CHF 
23,759 for the CEO and CHF 413,302 for the other EC members.

2) The short-term incentive reported will be paid after the end of the reporting year.

3) The grant value of the LTI includes CHF 2,378,955 in restricted shares and CHF 1,078,993 in performance share units (PSU). The fair value on the grant date 

is CHF 680.50 per restricted share. The value of the PSUs is based on their fair value on the grant date which includes adjustments for lost dividends 
during the vesting period and the TSR performance conditions.

4) In accordance with his employment contract from 2011, the CEO receives a guaranteed allocation of 550 shares (worth CHF 391,254) which are blocked for 
three years. These shares are not yet included in the shares held as of 30 June 2019 as listed in the table ’Shares held by BoD and EC’ as they were not yet 
allocated by the end of the financial year (grant date of 1 September 2019). However, they have been included in the long-term incentive compensation 
figure with a share price of CHF 711.37 (average closing price of May/June 2019).

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dormakaba

Annual Report 2019/20

Compensation Report

145

Shares held by BoD and EC

As at the respective call date, the individual BoD and EC members (including related parties) 

held the following number of shares in dormakaba Holding AG.

Number of shares

BoD

Birgersson Jens

Brecht-Bergen Stephanie

Cadonau Riet 1)

Daeniker Daniel

Dörig Rolf

Dubs-Kuenzle Karina

Gummert Hans

Heppner John

Hess Hans

Mankel Christine

Total BoD

EC

Berninger Alwin

Bewick Stephen 2)

Brinker Bernd

Cadonau Riet 1)

Gaspari Roberto 3)

Häberli Andreas

Housten Alex 4)

Kincaid Michael 5)

Lee Jim-Heng

Lichtenberg Jörg 5)

Zocca Stefano

Total EC

Financial year 
ended 30.06.2020  

Financial year 
ended 30.06.2019

 347 

 220,156 

 5,840 

 1,687 

 2,626 

 99,746 

 762 

 919 

 1,623 

 220,281 

 553,987 

 210 

 199 

 1,549 

 5,840 

 2,265 

 564 

 1,543 

 2,329 

 853 

 2,145 

 17,497 

 52 

190,117

 4,730 

1,532

2,471

99,591

587

743

1,468

190,193

491,484

 80 

 974 

4,730

3,259

1,872

1,166

1,829

 532 

1,809

16,251

1) BoD and EC member, therefore displayed in both groups for the years of membership.

2) EC member as of 1 January 2020.

3) EC member until 31 December 2019.

4) Designated EC member from 1 April 2020 until 30 June 2020. EC member (successor of Michael 
Kincaid) as of 1 July 2020. The shares were granted at hiring date on 1 April 2020 as part of a 
replacement award in order to compensate for part of the forfeited long-term incentive plan at his 
previous employer. Further details are provided in the chapter ’Compensation architecture for the EC’ 
of the Compensation Report.
5) EC member until 30 June 2020.

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dormakaba

Annual Report 2019/20

Compensation Report

146

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dormakaba

Annual Report 2019/20

Five-year performance overview

147

Information for investors as at 
30 June 2020

CHF million, except where indicated

2019/20

2018/19

2017/18

2016/17

2015/16

Net sales

Organic growth in %

Earnings before depreciation and amortization (EBITDA)

EBITDA in % of net sales

Earnings before interest and tax (EBIT)

EBIT in % of net sales

Net profit 1)

Net profit in % of net sales

Net profit after minorities

Basic earnings per share (in CHF)

Diluted earnings per share (in CHF)

Dividend per share (in CHF) 2)

Payout ratio in % 3)

Cash generated from operations

Net cash from operating activities

Operating cash flow margin in %

Net cash used in investing activities

Free cash flow (net) before dividend

Net cash flows from financing     activities

Of which dividends paid

Personnel expenses

Average number of full-time equivalent employees

Total assets

Total assets in % of net sales

Property, plant and equipment in % of net sales

Inventories in % of net sales 

Receivables in % of net sales

Net working capital 4)

Net working capital in % of net sales

Net debt

Net debt/EBITDA

Interest coverage (EBITDA / interest expense, net)

Shareholders’ equity

Return on equity (ROE) in %

Shareholders’ equity per share (in CHF) 

2,539.8

2,818.3  

2,841.0

2,520.1

2,302.6 *

–6.9

325.0

12.8

253.2

10.0

164.1

6.5

84.6

20.4

20.3

10.50

51.6

407.9

328.1

12.9

–232.4

95.7

–65.8

–66.5

1,027.7

15,676

1,808.6

71.2

17.4

17.5

15.3

631.9

24.9

667.7

2.1

9.2

141.3

116.1

34.0

1.3  

448.0  

15.9  

375.0  

13.3  

252.5  

9.0  

131.8  

31.6  

31.5  

16.00  

50.5  

372.8  

280.7  

10.0  

–67.8

212.9  

–223.9

–62.2

1,055.1  

15,811  

1,909.0  

67.7  

16.5  

16.1  

17.7  

753.2  

26.7  

651.4  

1.5  

11.0  

258.5  

97.7  

61.8  

2.6  

4.3 *

431.0

15.2

364.3

12.8

238.7

8.4

123.8

29.6

29.5

15.00

50.2

367.2

268.9

9.5

–231.8

37.1

–129.8

–58.6

1,045.6

16,433

1,982.3

69.8

16.1

15.2

17.7

705.7

24.8

701.2

1.6

 10.5 

187.0

127.6

44.6

387.3

15.4

327.0

13.0

224.6

8.9

116.4

27.8

27.7

14.00

50.3

354.7

265.3

10.5

–964.5

–699.2

654.1

–50.4

933.3

16,250

1,909.0

75.8

16.4

16.3

18.3

648.0

25.7

627.6

1.6

 25.0 

183.1

122.7

43.5

2.3 *

332.7 *

14.4 *

278.2 *

12.1 *

117.2 *

5.1 *

60.4 *

14.4 *

14.4 *

12.00

54.6 *

327.6

255.3

12.1

13.5

268.8

–213.2

–240.7

792.6

15,779

1,579.3

68.6 *

14.3 *

15.8 *

17.5 *

583.1

25.3 *

–159.1

–0.5 *

 40.6  *

680.5

17.2 *

162.0

1) Only in 2015/16: includes merger-related extraordinary expenses CHF 89.4 million.

2) In 2019/20: proposal to the Annual General Meeting; distribution of an equal share from the reserves from capital contributions and from statutory 

retained earnings.

3) Only in 2015/16: payout ratio excludes extraordinary expenses CHF 89.4 million and the related tax impact.

4) As from 2018/19, the definition of the net working capital was aligned with the internal and the segment reporting. In order to enable a fair comparison 
with the current-year data, all previous year information has been adjusted. dormakaba defines net working capital as trade receivables plus inventories,
minus the sum of trade payables, advances from customers, and deferred income.

* Pro forma-based (other items as reported)

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dormakaba

Annual Report 2019/20

Five-year performance overview

148

Information for investors per share data

2019/20  

2018/19  

2017/18  

2016/17  

2015/16  

Capital stock

Registered shares at CHF 0.10 par value

No  

4,200,026  

4,200,026  

4,200,026  

4,200,026  

4,195,026  

Outstanding shares at end of financial 
year

Weighted average number of shares 
outstanding (diluted)

No  

4,157,216  

4,145,317  

4,187,243  

4,177,588  

4,190,963  

No  

4,159,736  

4,179,989  

4,195,507  

4,208,743  

4,200,816  

Par value of average outstanding shares

Par value of year-end outstanding shares

Shareholders as at 30 June (registered)

CHF m  

CHF m  

No  

Figures per share (fully diluted)

EBITDA per share (Group)

Earnings per share (Group)

Shareholders’ equity per share (Group)

Price per share

– high

– low

– 31 December

– 30 June

Market capitalization

– high

– low

– 30 June

Dividend yield

– low 1)

– high 1)

0.4  

0.4  

9,389  

78.1  

20.3  

34.0  

737.0  

396.4  

692.5  

516.5  

0.4  

0.4  

9,195  

107.2  

31.5  

61.8  

781.5  

579.0  

593.0  

707.5  

CHF  

CHF  

CHF  

CHF  

CHF  

CHF  

CHF  

CHF m  

CHF m  

CHF m  

3,063.9  

1,647.9  

2,147.2  

3,239.6  

2,400.1  

2,932.8  

0.4  

0.4  

8,874  

102.7  

29.5  

44.6  

1,001.0  

674.0  

907.5  

694.5  

4,191.4  

2,822.2  

2,908.0  

0.4  

0.4  

7,525  

92.0  

27.7  

43.5  

888.0  

659.0  

757.0  

833.0  

0.4  

0.4  

7,181  

79.2 *
14.4 *

162.0  

693.5  

543.0  

683.5  

679.5  

3,709.7  

2,753.0  

3,479.9  

2,906.4  

2,275.7  

2,847.8  

%  

%  

1.4  

2.6  

2.0  

2.8  

1.5  

2.2  

1.6  

2.1  

1.7  

2.2  

1) In 2019/20: under the precondition that the shareholder approves the dividend proposed at the Annual General Meeting.

* Pro forma-based (other items as reported or market rates)

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dormakaba

Annual Report 2019/20

149

Disclaimer

This communication contains certain forward-looking statements including, but not limited 

to, those using the words “believes”, “assumes”, “expects” or formulations of a similar kind. 

Such forward-looking statements are made on the basis of assumptions and expectations 

that the company believes to be reasonable at this time, but may prove to be erroneous.

Undue reliance should not be placed on such statements because, by their nature, they are 

subject to known and unknown risks, uncertainties and other factors which could lead to 

substantial differences between the actual future results, the financial situation, the 

development or performance of the company or the Group and those either expressed or 

implied by such statements. Such factors include, but are not limited to:

• general economic conditions,

• impacts of the Covid-19 pandemic,

• competition from other companies,

• the effects and risks of new technologies,

• the company’s continuing capital requirements,

• financing costs,

• delays in the integration of mergers or acquisitions,

• changes in the operating expenses,

• currency and raw material price fluctuations,

• the company’s ability to recruit and retain qualified employees,

• political risks in countries where the company operates,

• changes in applicable law,

• realization of synergies,

• and other factors identified in this communication. 

Should one or more of these risks, uncertainties or other factors materialize, or should any 

underlying assumption or expectation prove incorrect, actual outcomes may vary 

substantially from those indicated. In view of these risks, uncertainties or other factors, 

readers are cautioned not to place undue reliance on such forward-looking statements. 

Except as required by applicable law or regulation, the company accepts no obligation to 

continue to report or update such forward-looking statements or adjust them to future 

events or developments. It should be noted that past performance is not a guide to future 

performance. Please also note that interim results are not necessarily indicative of the full-

year results. Persons requiring advice should consult an independent adviser.

For definition of alternative performance measures, please refer to the chapter 5.1 of the 

notes to the consolidated financial statements of the Annual Report 2019/20 of dormakaba.

This communication does not constitute an offer or an invitation for the sale or purchase of 

securities in any jurisdiction.

dormakaba®, dorma+kaba®, Kaba®, Dorma®, Ilco®, La Gard®, LEGIC®, Silca®, SAFLOK®, BEST® 

etc. are registered trademarks of the dormakaba Group. Due to country-specific constraints 

or marketing considerations, some of the dormakaba Group products and systems may not 

be available in every market.

Imprint

Editor 

dormakaba Holding AG, www.dormakaba.com

Project lead

 Daniela Schöchlin, Senior Vice President Group Communications

Project management 

Laura Zeller, Communications Specialist Group Communications

Copyrights

 © dormakaba Holding AG, 2020

Design

 NeidhartSchön AG, Dorfstrasse 29, 8037 Zurich, www.neidhartschoen.ch

Technical Implementation

 ns.wow by Multimedia Solutions AG, Dorfstrasse 29, 8037 Zurich, 

www.mmssolutions.ch

Picture credits  

  © Günter Bolzern, Zurich

Rümlang/Switzerland, 27 August 2020

Contact 
Investor Relations
Siegfried Schwirzer 
Phone +41 44 818 90 28 
investor@dormakaba.com

Media Relations
Martin Bahnmüller 
Phone +41 44 818 92 00 
communications@dormakaba.com

dormakaba Holding AG
Hofwisenstrasse 24 
8153 Rümlang, Switzerland