R
PIONEER
PIONEER
PIONEER
AND
AND
AND
TECH-
TECH-
TECH-
NOLOGY
NOLOGY
NOLOGY
R
LEADER
LEADER
LEADER
Annual Report
2020
The Komax Group is a pioneer as well
as the market and technology leader in auto-
mated wire processing solutions. It is
aiming to consolidate this leading position
and set the pace on the trends that are
important today, such as electric mobility
and autonomous driving. To this end, it
is channeling above-average investment
into research and development.
Komax has set itself ambitious targets for
the period up to 2023 – for growth and profita-
bility. Through its business strategy, which
is geared to long-term success, Komax aims
to create sustainable value, an approach
which also benefits its shareholders.
KEY FIGURES
in TCHF
Order intake
Gross profit
in % of revenues
Investments in non-current assets
Free cash flow
Net working capital1
in % of revenues
Total assets
Net debt
2020
2019
+/− in %
345 349
408 682
199 860
258 930
–15.5
–22.8
61.0
25 811
15 435
62.0
54 448
–52.6
–36 886
–141.8
155 232
188 860
–17.8
52.5
47.0
452 089
481 236
92 426
106 224
–6.1
–13.0
m
Revenues in CHF
(2019: 418m)
328
%
3.7
RONCE
(2019: 8.4%)
Operating profit (EBIT)
in TCHF
80 000
60 000
40 000
20 000
14.0
14.1
13.5
20%
15%
10%
4
2
4
5
5
9
6
0
5
5
4
5
2
7
6
5.8
5
3
0
4
2
3.4
5%
4
5
2
1
1
2016 2
2017
2018
2019
2020
EBIT
EBIT in % of revenues
2 095
Headcount as at 31.12.2020
(31.12.2019: 2 211 employees)
–0.34
Basic earnings in CHF
(2019: 3.44)
–1.2
ppts
Foreign currency impact on the
EBIT margin
(2019: –0.8 ppts)
1 Net working capital: receivables plus inventories
less current liabilities.
2 Since the start of 2017, the consolidated financial
statements have been drawn up in accordance with
Swiss GAAP FER. The 2016 figures have been
revised accordingly.
Shareholders’ equity
in TCHF
320 000
240 000
160 000
80 000
68.9
62.3
60.8
50.8
52.3
4
7
1
6
4
2
8
7
1
8
5
2
0
4
6
1
8
2
4
0
6
4
4
2
6
8
4
6
3
2
2016 2
2017
2018
2019
2020
100%
75%
50%
25%
Shareholders’ equity
Shareholders’ equity in % of total assets
Group earnings after taxes (EAT)
in TCHF
50 000
40 000
30 000
9.9
10.3
10.8
20 000
10 000
3
0
7
8
3
1
0
1
2
4
7
8
7
1
5
3.2
1
2
2
3
1
9
1
3
1
–
– 0.4
2016 2
2017
2018
2019
2020
EAT
EAT in % of revenues
R&D expenditure
in TCHF
50 000
40 000
30 000
20 000
10 000
9.0
8.6
9.9
9.1
7.4
1
7
0
9
2
8
6
6
6
3
1
5
0
1
4
1
3
5
1
4
6
5
7
9
2
2016 2
2017
2018
2019
2020
R&D
R&D in % of revenues
15%
12%
9%
6%
3%
15%
12%
9%
6%
3%
CORPORATE
GOVERNANCE
61
COMPENSATION
REPORT
73
ANNUAL REPORT 2020
CONTENTS
FINANCIAL REPORT
Consolidated financial
statements
88
Financial statements of
Komax Holding AG
128
Five year overview
139
ANNUAL REPORT
Shareholders’ letter
02
Locations
04
Market and innovation
10
Interview with
Chairman and CEO
26
Global megatrends
30
Business model
and strategy
34
Board of Directors and
Executive Committee
42
Sustainability and
social responsibility
46
Information
for investors
57
01
ANNUAL REPORT 2020
SHAREHOLDERS’ LETTER
DEAR SHAREHOLDER
The coronavirus pandemic
posed a significant challenge
for the Komax Group in 2020
and had a substantial impact
on the result for the year. The
slump in demand in the auto-
motive industry triggered a
sizeable decrease in order
intake and revenues. Thanks
to the swift implementation of
comprehensive cost-cutting
measures, Komax proved
the robustness of its business
model, recording EBIT of
CHF 11.3 million despite the
adverse circumstances.
The automotive industry, in which Komax generates around
80% of its revenues, was drastically affected by the corona-
virus pandemic in 2020. Many automotive plants were shut
down for a number of weeks, operating at reduced capacity
utilization levels over several months. This resulted in only
74 million vehicles being produced worldwide in 2020 accord-
ing to analyses by IHS Markit, a drop of some 15 million ver-
sus 2019. This marked decline in production volumes left
many Komax customers facing excess capacities. As a con-
sequence, they significantly scaled back their investments in
automation solutions, which correlate directly to the number
of vehicles produced.
(CHF 408.7 million). Customer demand remained solid in par-
ticular for solutions linked to new technologies such as autono-
mous driving and e-mobility, and/or which play a role in further
increasing the level of automation in wire processing. Revenues
were down 21.6% to CHF 327.6 million (2019: CHF 417.8
million). This revenue result was attributable to a sizeable or-
ganic decline (–20.8%), acquisition-driven growth (+2.6%),
and negative foreign currency effects (–3.4%). The market
situation improved gradually from mid-2020 on, so much so
that both order intake (first half 2020: CHF 143.8 million, sec-
ond half 2020: CHF 201.5 million) and revenues (first half
2020: CHF 145.2 million, second half 2020: CHF 182.4 mil-
lion) were significantly higher in the second half of the year
than in the first, with the last few months of 2020 in particular
contributing to this increase.
Global decline in revenues
The decline in revenues was considerable in all regions and,
at –32.8%, was most substantial in North/South America. The
impact of the coronavirus pandemic was felt last of all in this
market area. Accordingly, the recovery also set in later here
than in other regions and was, in fact, still outstanding in
South America. Komax registered its lowest drops in sales in
Asia (–9.5%) and Africa (–12.2%). Asia witnessed the most
rapid improvement in the market situation, which was almost
back at the prior-year level towards the end of 2020. In Europe,
Komax posted revenues that were down 23.4% on the 2019
figure. At the mid-year point, the decline amounted to 32.4%,
the biggest drop of all the regions. In evidence for several
years already, the trend among wire manufacturers towards
relocating part of their production to North Africa due to a
growing shortage of personnel in Eastern Europe continued
in 2020.
The coronavirus pandemic also made itself felt in the other
market segments in which Komax operates. Aerospace was
especially hard hit, recording even bigger falls than the auto-
motive industry. Of all the market segments, industrial fared
best in the crisis year of 2020. Industrial customers such as
control cabinet manufacturers, for instance, remained fo-
cused on increasing the level of automation and thus produc-
tivity in wire processing, investing in Komax solutions as a
result.
Its broad product portfolio and customer proximity al-
lowed Komax to keep the decline in demand within limits,
however, and it recorded an order intake of CHF 345.3 million.
This represents a decrease of 15.5% on the previous year
Comprehensive cost-cutting measures
Given the lack of volume business in particular in 2020, a
business which makes a disproportionately high contribution
to Komax’s operating profit (EBIT), EBIT declined by 53.2%
02
to CHF 11.3 million (2019: CHF 24.0 million). The EBIT margin
narrowed from 5.8% to 3.4%, with negative foreign currency
effects accounting for a contraction of 1.2 percentage points
in the margin compared with the previous year. In the first half
of 2020, when the market situation was even worse, EBIT
amounted to CHF –4.7 million (second half 2020: CHF 16.0
million).
Since Komax reacted swiftly, putting in place comprehen-
sive cost-saving measures as early as the first quarter of the
year, it was able to mitigate the negative financial repercus-
sions. Action taken included structural adjustments, the intro-
duction of short-time working, a reduction in external services
(e.g. research and development), and a downsizing of posi-
tions around the world. Overall, Komax reduced its workforce
by around 10%, although a number of employees at various
companies will not leave the Group until the first half of 2021.
As a consequence of the cost-saving measures, research
and development expenditure decreased to CHF 29.8 million
(2019: CHF 41.5 million) or 9.1% (2019: 9.9%) of revenues,
which is roughly in line with the strategic target of 8%–9%.
Despite this considerable scaling back of the spend on inno-
vation, which was due primarily to short-time working, Komax
launched a number of new products in 2020, thereby under-
scoring its technology leadership.
Solid financial foundation
Group earnings after taxes (EAT) decreased by 110.0% to
CHF –1.3 million (2019: CHF 13.2 million). Both the financial
result of CHF –8.9 million (2019: CHF –4.9 million) and the
extraordinary tax rate of 156.7% (2019: 31.1%) weighed on
the result. The tax rate can be attributed to the fact that Komax
does not capitalize tax-loss carry forwards. Over the medium
term, Komax is expecting a tax rate in the vicinity of 20%. The
financial result comprises above all unrealized foreign exchange
losses on loans to subsidiaries in emerging markets as well
as higher interest costs.
2020 confirmed that Komax has a solid financial founda-
tion that gives it operating flexibility even in challenging market
environments. As at 31 December 2020, shareholders’ equity
totaled CHF 236.5 million (2019: CHF 244.6 million), while the
equity ratio stood at 52.3% (2019: 50.8%).
Reduction in net debt
Despite the many challenges faced, Komax decreased its net
debt by 13.0% in 2020 to CHF 92.4 million (2019: CHF 106.2
million), which will also bring down the level of interest charg-
es in the future. Free cash flow likewise witnessed a positive
development, amounting to CHF 15.4 million, after the signif-
icantly negative figure recorded in 2019 (CHF –36.9 million). A
particular contributory factor here was the lower level of in-
vestment activity compared with the previous year.
ANNUAL REPORT 2020
SHAREHOLDERS’ LETTER
In 2020, Komax invested primarily in the completion of the
new production and development building at its headquar-
ters in Switzerland. The move into the building took place in
the first half of the year, and April saw the first machines be-
ing produced there. The extension building, in which Komax
invested over CHF 75 million between 2017 and 2020, is de-
signed as a vertical factory with total floor space of more than
20 000 m², spread across a lower ground floor, ground floor and
five stories. As the move to the new building allowed Komax
to give up a rented site, it now operates just two locations in
Switzerland.
Waiver of dividend
In accordance with its strategic goals, every year Komax
seeks to distribute 50%–60% of Group earnings after taxes
to its shareholders. Since this result was negative in 2020, the
Board of Directors is proposing to the Annual General Meeting
to be held on 14 April 2021 that the distribution of a dividend
be waived.
Outlook
The crisis year of 2020 showed that customers continue to
target a significant increase in the level of automation in wire
processing going forward. Trends such as autonomous driving
and e-mobility will remain drivers of growth for Komax. The
current market situation is better than in the year just past,
but visibility as regards how business will develop is low. Giv-
en the vehicle production volumes forecast, our capacity
planning is geared to revenues of around 10% lower than in
2019. Depending on how revenues develop, we have the nec-
essary flexibility to be able to adapt costs. Although the pa-
rameters have changed, Komax is sticking with its mid-term
targets: by 2023, Komax is seeking to achieve revenues of
CHF 450–550 million and EBIT of CHF 50–80 million.
Yours sincerely,
Dr. Beat Kälin
Chairman of the
Board of Directors
9 March 2021
Matijas Meyer
CEO
03
ANNUAL REPORT 2020
LOCATIONS
AROUND
THE WORLD
The Komax Group has a presence in all key production
regions of its customers. Having had its finger on the
pulse of industry for more than 45 years, Komax is able to
develop appropriate, high-value, and innovative auto-
mation solutions for local requirements in global markets.
engineering and
production sites20
Komax produces in Europe, Asia, North
and South America, and Africa, and
provides sales and service support in
more than 60 countries through its
subsidiaries and independent agents.
04
ANNUAL REPORT 2020
LOCATIONS
Komax: production,
sales, and service
Komax: sales and service
Sales representative
Headquarters:
Komax Holding AG
Dierikon, Switzerland
countries with
sales and
service support60
Komax
companies
worldwide43
05
ANNUAL REPORT 2020
LOCATIONS
GLOBAL LOCAL
Customer proximity together with short reaction and
supply times are crucial to success. This is why Komax
has been applying the motto “global local” for many
years now – global production with a unique local sales,
engineering, and service network across all continents.
Komax produces standardized products and customer-
specific systems at 20 locations worldwide. More than
2 000 employees currently work in the 43 companies of
the Komax Group.
Komax has production sites spread across five continents: the company’s standardized (off-the-shelf)
products for wire processing are manufactured at locations in Switzerland, Belgium, Germany, France,
China, Japan, Singapore, and the US. The test systems of the TSK brand (see page 38) are manufac-
tured in Germany, Bulgaria, Turkey, Mexico, Brazil, Morocco, Tunisia, and China. Customer proximity is
very important when it comes to ensuring short supply times for testing adapters. Customer-specific
systems are produced at sites in Switzerland, Belgium, Germany, France, Hungary, China, and the US.
Thanks to its production sites in all the most important market regions of the world, Komax meets the
expectations of its global customers, who require their suppliers to have a local presence. What is more,
in the age of the coronavirus pandemic, it is a recipe for success if potential supply problems can be
reduced thanks to short delivery distances. In 2020, Komax expanded its network with an additional
production site for testing systems in Tangier, Morocco. Komax now has a production site both inside
and outside the free trade zone in Tangier.
Thanks to its customer proximity, Komax has its finger on the pulse of industry. This is crucial for
Komax if it is to deploy its experience of more than 45 years to develop high-quality, innovative auto-
mation solutions for local needs in global markets. In addition, the company’s international orientation
helps mitigate the repercussions of currency fluctuations. Komax seeks to ensure that costs and reve-
nues are generated or incurred in the same currencies to the greatest extent possible.
Unique selling proposition: distribution and service network
The Komax Group has a unique global presence that enables it to provide efficient and competent
support to its locally and globally active customers at all times. It provides sales and service support in
more than 60 countries through its subsidiaries and independent agents. Customers can also submit
their orders via the e-commerce platform Komax Direct. Around 240 employees work in Komax’s global
service organization.
06
ANNUAL REPORT 2020
LOCATIONS
Komax Academy – a comprehensive range of On.Site and On.Line training courses
Part of the service provided by Komax is to help its customers to use and maintain the acquired ma-
chines and testing systems properly in order to minimize outages caused by operating or maintenance
errors. To achieve this objective, the Komax Academy provides a modular training program at three
levels of competence – basic, advanced, and specialist – including certification. The training modules
are aligned with the various customer needs, e.g. those of new and experienced operators, service and
maintenance personnel, shift managers, quality control staff, etc. Depending on the machine and level
of competence, courses last from 1 to 10 days and take place at Komax Group locations worldwide.
Well-trained employees
are more productive
and achieve a higher
and more consistent
level of quality thanks
to optimally installed,
operated, and main-
tained Komax products.
This is why the Komax
Academy provides its
customers with On.Site
and On.Line training
courses.
Participants receive certification based on both theoretical and practical learning assessments involving
standardized global criteria with identical quality levels. Experience shows that with well-trained em-
ployees, machine installation times can be reduced, and unplanned outages avoided. This translates
into increased productivity as well as goods of a higher and more consistent quality.
The Komax Academy also offers over 100 training courses online in Chinese, German, English,
French, and Spanish. Each course can be booked individually, is available online 24/7, and can be
completed in 30 to 45 minutes.
Streamlining structures
In 2020, Komax adapted structures at various companies to be able to react more flexibly and shorten
communication and decision-making processes. The structure of the Komax Group with its 40-plus
companies was also optimized. Among other things, this included consolidation of Komax’s production
sites in North America. Komax now produces TSK brand-testing systems for its customers solely at its
new site in Ciudad Juárez, Mexico (opened in 2020), rather than in El Paso, USA, and in Irapuato, Mexico,
as it did previously.
Komax further streamlined its structures effective 1 January 2021: in France, Laselec SA and Komax
France Sàrl. were amalgamated to form Komax Laselec SA, headquartered in Toulouse, while in the US,
Komax Corporation and the Artos Engineering Company were merged to form Komax Corporation,
domiciled in Buffalo Grove. The existing Artos site in Brookfield will continue to operate as usual but is
now part of the Komax Corporation organization. This enables processes to be optimized and organized
more efficiently and systems to be streamlined, thus ensuring an even better customer focus in North
America. Products manufactured in Toulouse and Brookfield will continue to be sold under the brand
names of Laselec and Artos.
07
ANNUAL REPORT 2020
LOCATIONS
Innovation center as a vertical factory
At the beginning of 2020, Komax achieved a major milestone
at its headquarters in Dierikon: some two-and-a-half years
after construction started, staff began moving into the new
production and development building – a project in which
Komax has invested more than CHF 75 million. The newbuild
is connected to the previous building and boasts total floor
space of over 20 000 m², spread across the lower ground floor,
ground floor, and five stories. The production of machines in
the newbuild commenced in April. Since giving up its rented
site in Küssnacht am Rigi at the end of 2020, Komax now has
just two locations in Switzerland, namely in Dierikon and Rot-
kreuz.
08
Vertical factory facts
– Construction start: 16 August 2017
– Workload: over 820 000 person-hours
or 420 person-years
– Excavated material: 27 500 m³ of
earth, rubble, etc.
– Structural statics: 3 000 t of reinforcing
steel, 28 km of tensioning rope, and
45 500 t of concrete
– Facade: 290 t of glass
– Climate-friendly low-tech approach,
including natural lighting and thermal
activation of building components to
regulate temperature
ANNUAL REPORT 2020
LOCATIONS
To ensure optimum utilization of the available space, the new
innovation center was designed as a vertical factory offering
maximum flexibility of use. This means that each story can be
used for production as well as office activities. Support-free
halls with wide window facades offer maximum freedom
when it comes to the arrangement of production lines and
open-plan offices. If the exchange of knowledge is to work
optimally and the innovation process accelerated, paths need
to be short. That is why production and R&D are located to-
gether on the individual stories. Extending over four stories
containing coffee and discussion areas, the light-soaked atri-
um offers an opportunity for informal exchange and fosters
interdisciplinary teamwork. The coronavirus pandemic pre-
vented this from happening in 2020, however, as the majority
of office staff were working from home.
The lower ground floor houses the state-of-the-art, auto-
mated small-parts storage area with up to 21 000 containers
holding a wide range of different articles. If an article is re-
quired, the corresponding container is transported on an auton-
omous robotic carrier via a track system to the ground floor.
There the requested articles are picked manually. The robotic
carrier then brings the article to the story where it is needed
by the assembly worker to install in the machine.
09
The light-soaked newbuild
is a convenient place for
production and R&D staff
to interact.
ANNUAL REPORT 2020
MARKET AND INNOVATION
IN THE GRIP OF
THE PANDEMIC
The coronavirus pandemic has hit the automotive
industry hard, leading to a substantial decline in global
vehicle production. This left wire manufacturers facing
surplus capacity and significantly reduced their need
for automation solutions. Solutions for new technolo-
gies in connection with trends such as autonomous
driving and e-mobility nonetheless remained in
demand.
According to IHS Markit analyses, some 74 million cars and light commercial vehicles were manufac-
tured worldwide in 2020. Representing a decrease of 16.7% or 14.9 million vehicles, this is considerably
less than in 2019. Compared with 2017, the year with the highest production volume to date, around
22% or 21 million fewer vehicles were manufactured in 2020. The reason for this sharp decline was the
coronavirus pandemic, which forced many automotive plants around the world to shut down for weeks
in the first half of 2020. As a consequence, only around 30 million vehicles were manufactured in the first
six months of the year. In the second half, the production volume increased to approximately 44 million
vehicles, reaching the level recorded in 2019, a year in which a total of some 89 million vehicles were
manufactured.
All regions witnessed a year-on-year reduction in vehicle production in 2020. The smallest decline was
recorded in China. Following a strong slowdown in production in the first few months of the year, China’s
automotive market recovered faster from the pandemic than was the case in other regions of the world.
As a result, despite everything, 23.4 million vehicles were manufactured by the end of the year, represent-
ing a decrease of only 1.2 million or 5% against 2019. China thus remains by far the world’s biggest au-
tomotive producer. In the year under review, over 30% of all cars and light commercial vehicles were
manufactured in China. In other regions of Asia as well as in North America (–20%), Europe (–22%), and
South America (–31%), production volumes decreased much more substantially than in China. In total,
around 55% of all vehicles were produced in Asia, i.e. 3 percentage points more than in 2019.
Substantially higher production volume in 2021
The coronavirus pandemic is not yet over, but IHS Markit is expecting the automotive industry’s recov-
ery to continue and global production volumes to grow in 2021. IHS Markit forecasts that around 84
million vehicles will be produced, exceeding the 2020 figure by some 10 million, or almost 14%. For
2022, IHS Markit is projecting an increase to a good 88 million vehicles, which would correspond to the
pre-pandemic level of 2019.
10
ANNUAL REPORT 2020
MARKET AND INNOVATION
IHS Markit is predicting very strong growth of 24.6%, or 3.2 million vehicles, in North America in 2021.
An increase of this magnitude would lift North America’s production level back to its 2019 figure of a
good 16 million vehicles. The expected 5.6% rise, i.e. 1.3 million vehicles, should also return China to
its 2019 production level in 2021. Growth projections in South America are likewise promising: up
35.1%, or 0.8 million vehicles. Europe’s recovery is progressing at a slower pace. Although Europe, too,
is set to see a sizeable increase in production volumes in 2021 – up 15.1%, or 2.5 million vehicles – the
European automotive industry will still fall short of the 2019 level by over 2 million vehicles.
Gradual recovery after coronavirus pandemic
The following chart clearly illustrates the effects of the coronavirus pandemic on the expected develop-
ment of production volumes in the automotive industry. While the pre-crisis level will probably be
reached again in various regions as early as 2021, in November 2019 IHS Markit was forecasting even
higher production volumes for the coming years. For instance, 92 million vehicles were projected for
2021; now only 84 million are expected. Given that it is difficult to predict how fast the recovery will be
following the outlier year 2020, the figures below must be regarded as just a snapshot in time. Forecasts
were revised monthly in the course of 2020, with the low point reached in July, when IHS Markit was
predicting a production volume of only 78.6 million vehicles in 2021.
Number of passenger cars and light commercial vehicles produced
in million
100
80
60
40
20
4
9
9
8
9
8
4
7
2
9
4
8
4
9
8
8
7
9
1
9
9
9
3
9
2
0
1
5
9
2018
2019
2020
2021
2022
2023
2024
2025
Forecast November 2019
Forecast January 2021
Source: IHS Markit
Automotive industry in a state of flux
Independently of the coronavirus pandemic, the automotive industry is in a state of flux. Issues such as
e-mobility, digitalization, and autonomous driving play a key role, necessitating very sizeable invest-
ments from automotive manufacturers. While it is exciting for motorists to follow this trend, many are
left unsure as to the consequences. A great many consumers are presently uncertain about which drive
technology to opt for when buying a new vehicle and whether the time is ripe to switch to a newer tech-
nology. The selection is large, and automotive groups have announced a lot of new models for the years
ahead. In addition to fuel- and diesel-powered vehicles, there are alternatives such as electric, hybrid,
plug-in hybrid, natural gas, and fuel cell vehicles. In addition to this uncertainty, the coronavirus pan-
demic left consumers very reluctant to invest, prompting them to delay or put off purchase decisions.
11
ANNUAL REPORT 2020
MARKET AND INNOVATION
Slump in volume-based business
Markedly lower production volumes in the automotive industry translated into a sizeable decrease in
order intake and revenues at Komax in 2020. Approximately one third of Komax’s revenues hinge on the
number of vehicles produced. In 2020, this figure plunged drastically, after having already decreased
significantly in 2019 owing to a sluggish automotive industry. If production volumes drop as sharply as
in 2020, the majority of wire manufacturers have sufficient capacity to handle their orders or even have
excess capacity. In such a situation, demand for wire processing machines for volume-based business
is minimal. This is also due in no small part to individual customers moving machines between plants to
manage capacity. The outcome for Komax was a 15.5% reduction in order intake to CHF 345.3 million
and a 21.6% slide in revenues to CHF 327.6 million.
Order intake and revenues
in CHF million
500
400
300
200
100
7
.
6
9
4
7
.
9
7
4
7
.
8
0
4
8
.
7
1
4
3
.
5
4
3
6
.
7
2
3
2018
2019
2020
Order intake
Revenues
If Komax were dependent entirely on the number of vehicles produced per year, the decrease in reve-
nues in 2020 would have been much more severe. Excess capacity does not cause customers to invest
less in machines for volume-based business; it causes them not to invest in these machines at all.
Thanks to its broad product portfolio and customer proximity, Komax has been able to limit the collapse
in revenues. Demand remained solid above all for solutions that are linked to new technologies, such as
autonomous driving and e-mobility, and/or which play a role in further increasing the level of automation
in wire processing, and it was quick to return when automotive plants reopened and started producing
again. Bearing in mind that rising wage costs, a lack of staff availability, the trend towards wire minia-
turization, and the need for traceability in the individual process steps for quality assurance purposes
are decisive factors, customers will continue to come under pressure to further increase the degree of
automation at their plants (see also “Global megatrends” beginning on page 30).
12
ANNUAL REPORT 2020
MARKET AND INNOVATION
Robust industrial market segment
In 2020, the coronavirus pandemic reduced demand for automation solutions not only in the automotive
industry, but also in the other market segments in which Komax operates. The decline witnessed in the
industrial market segment was much less pronounced than in the automotive industry. Industrial cus-
tomers such as control cabinet manufacturers, for instance, remained focused on increasing the level
of automation in wire processing in order to raise productivity. While the decline in revenues in the data/
telecom market segment was also moderate, the aerospace segment witnessed a massive slump. The
coronavirus pandemic dealt the aviation industry a harsh blow, leaving numerous airline companies
fighting for survival and wiping out demand for new aircraft. Suppliers such as Komax were hit hard not
only by the slump in the automotive industry, but also by the drop in aircraft production.
Decline in revenues in all regions
As a consequence of the coronavirus pandemic, all regions reported a decrease in revenues in 2020. At
–32.8%, the decline was most substantial in North/South America. Komax registered its lowest drops
in sales in Asia (–9.5%) and Africa (–12.2%). Since both regions witnessed a continual improvement in
the market situation in the second half of the year, the year-on-year decline was less substantial at the
end of 2020 than at mid-year. In the first half of 2020, Africa recorded a 28.3% decline in sales and Asia
a decline of 19.0%. Europe too began to stage a recovery from mid-year on, albeit at a slower pace than
the two aforementioned regions. Heavily hit by the coronavirus pandemic, Europe suffered the largest
drop in revenue (–32.4%) in the first half of the year. 2020 saw a continuation of the trend in evidence
for several years already among wire manufacturers towards relocating part of their production to North
Africa to offset a growing shortage of personnel in Eastern Europe. The impact of the coronavirus pan-
demic was felt last of all in North/South America. Accordingly, the recovery set in later than in the other
regions and had, in fact, not yet begun in South America.
This regional difference in revenue trends also led to a change in the breakdown of revenues by in-
dividual currency from 2019 to 2020. While, for instance, the share in revenue in EUR grew from 45.6%
to 50.3% and in CNY from 10.3% to 13.1%, the USD figure slipped from 21.4% to 18.9%. The changes
in the key currencies and their respective sensitivities are set out on page 112.
Revenues by region
2020
2019
+/– in %
in TCHF
Switzerland
Europe
Asia/Pacific
North/South America
Africa
Total
4 864
8 479
131 894
169 991
72 156
69 862
48 847
79 767
103 907
55 627
327 623
417 771
–42.6
–22.4
–9.5
–32.8
–12.2
–21.6
A percentage breakdown of revenues by region can be found on page 95.
13
ANNUAL REPORT 2020
MARKET AND INNOVATION
Market segments
Komax focuses on four market segments. The core business is the automotive market segment, which
accounts for around 80% of revenues. Komax is continuously strengthening its presence in the other
three segments – aerospace, data/telecom, and industrial – and exploiting the synergy potential with the
core business. All segments benefit from the global service network of the Komax Group and from
service offerings such as the Komax Academy (see pages 6 and 7).
Automotive
The automotive segment is by far the most important market
segment for Komax. There are a number of reasons for this. In
no other industry is the volume of wires to be processed so
large. With a current annual production output of 70 to 90
million vehicles, each containing on average some 1 500 wires
with 2 500 crimp contacts (see page 33), the demand for au-
tomation solutions is enormous. This is because the number
of wires per vehicle is continually rising owing to an increase
in electrical functions. Although the automotive industry has
no peer when it comes to the degree of standardization and
automation in the production process, there is still plenty of
potential for additional automation steps, as wire harnesses
are still manufactured by hand to a large extent.
Data/telecom
The transfer of large volumes of data and the permanent net-
working of people have become standard practice in the data/
telecom market segment. The wiring used for these applica-
tions is being increasingly used in vehicles too, as cars be-
come ever more interconnected, with comprehensive informa-
tion systems that will facilitate autonomous driving in the
future. Komax can therefore also use the experience gained
from the data/telecom market segment in the automotive
segment.
14
ANNUAL REPORT 2020
MARKET AND INNOVATION
Aerospace
Issues such as safety, lightweight construction, and lower
emissions have been at the forefront of developments in aero-
space for many years. Komax can draw on the experience
gained in these areas when it comes to its core business too,
as these themes continue to gain in importance in the auto-
motive industry. Thanks to Toulouse-based Laselec (see
page 38), the Komax Group boasts a great deal of aerospace
know-how. There is very little automation of wire processing
in the aerospace industry. However, as the barriers to entry in
this market are very high for suppliers, it has taken several
years for Komax to record its first major success. The break-
through was made in late 2017. Following years of negotia-
tions, towards the end of 2017 Komax succeeded in winning
new orders from two leading aerospace companies for several
large-scale systems, which since 2019 are being delivered in
phases. These systems have taken the automation of wire
processing to a level previously unreached in the aerospace
industry.
15
Industrial
The processing of wires for industrial applications such as con-
trol cabinets often involves working with very small batches.
To ensure that automation is nevertheless a cost-efficient op-
tion for control cabinet manufacturers, Komax has developed
specific machines of the Zeta type. These machines manu-
facture all the various wires that are needed automatically,
ensuring that they are in the right sequence and of the right
length. This has the effect of reducing manual labor to a min-
imum. Manual processes such as cutting, stripping, marking,
and sleeve insertion are rendered obsolete. Automation of
this kind has proven its worth in the area of wire processing in
the automotive industry for many years, and is now increas-
ingly finding its way into industrial applications. For the pur-
pose of optimizing the available potential for automating con-
trol cabinet construction even more, Komax founded the Smart
Cabinet Building Initiative together with technology leaders
Weidmüller, Zuken, and Armbruster Engineering in 2020 (see
page 21).
ANNUAL REPORT 2020
MARKET AND INNOVATION
OUTSTANDING
INNOVATIVE
STRENGTH
Innovation is crucial to long-term success. This is why
Komax also invests heavily in research and develop-
ment when times are challenging. Global trends such as
e-mobility, autonomous driving, and digitalization allow
Komax to develop additional unique selling propositions
and consolidate its technology leadership.
Innovation is a key driver of success for Komax. In order to retain market and technology leadership
over the long term and stand out with innovative solutions, since 2017 Komax has set itself the goal of
spending 8%–9% of Group revenues on research and development (R&D) annually. Prior to that, the
target was 7%–8%. The coronavirus pandemic meant that Komax employees in Switzerland, where the
company's innovation center is located, were placed on short-time working as of March 2020. As a
consequence, R&D expenditure, which largely consists of personnel costs, dropped to CHF 29.8 million
(2019: CHF 41.5 million). This amount comprises expenditure on internal development services (CHF
25.1 million) and the development services of third parties (CHF 4.7 million).
R&D expenditure
in CHF million
50
40
30
20
10
9.9
9.0
8.6
9.1
7.4
15%
12%
9%
6%
3%
1
.
9
2
7
.
6
3
1
.
1
4
5
.
1
4
8
.
9
2
20161
2017
2018
2019
2020
R&D
R&D in % of revenues
16
1 Since the start of 2017, the consolidated
financial statements have been drawn
up in accordance with Swiss GAAP FER.
The 2016 figures have been revised
accordingly.
ANNUAL REPORT 2020
MARKET AND INNOVATION
One of the numerous cost-saving measures implemented by Komax was to reduce the external devel-
opment spend year-on-year by CHF 2.8 million, or over 35%. As revenues decreased less substantially
than investments in research and development, the R&D ratio fell from 9.9% to 9.1%.
Since 2016, Komax has spent CHF 178.2 million on R&D, securing a leading position from which to
further drive forward the automation of wire processing and actively shape the transition underway in
the automotive industry. For Komax this represents a form of decisive investment in an opportunity to
leverage additional unique selling propositions and to secure the company’s future. Although Komax
had to scale down its innovative efforts in 2020 and delay development projects, various innovations
could still be driven forward. Over the next few years as well, Komax will thus be presenting its custom-
ers with new solutions designed to give them additional competitive advantages.
More than 440 staff employed in R&D and engineering
As at 31 December 2020, the Komax Group employed a total of 264 staff (2019: 241 employees) in the
research and development area. The majority of these staff (166 employees) work in Switzerland, which
is why the lion’s share of R&D expenditure is incurred there. In addition, Komax has development units
in Belgium, China, Germany, France, Japan, Singapore, Hungary, and the US. The Group’s innovative
strength is further bolstered by 178 engineers (2019: 203 engineers), who make an important contribution
through the development of customer-specific applications. The personnel costs of these engineering
employees are not contained in research and development expenditure if the staff in question have
worked directly on customer projects.
Wire harness production of the future
The technological transformation of the automotive industry not only means substantial investments
for automotive companies, it also poses a challenge for suppliers, since they need to develop solutions
to meet new customer requirements. Issues such as e-mobility, autonomous driving, and digitalization
will shape the automotive industry for years to come. Wheels are already being set in motion that will
have long-term technological implications. This is why Komax is striving to play an active part in shap-
ing this development. The acquisition of the company Exmore in 2019 strengthened Komax’s position
in the autonomous driving sector. Exmore focuses on the development of applications relating to the
processing of sensor cables. Sensors are essential for making vehicles smarter. When it comes to
current trends, Komax also works together with leading companies in the automotive industry.
One such joint project on which Komax is actively helping shape technological change is underway
at the University of Stuttgart’s ARENA2036 research campus. ARENA stands for Active Research Envi-
ronment for the Next Generation of Automobiles, and the year 2036 marks the 150th anniversary of the
motor car. ARENA2036 brings science and business together to conduct interdisciplinary research into
mobility and automotive production of the future. Collaborating in mixed project groups across com-
pany and institute borders facilitates a transfer of expertise. The main focus is on disruptive approaches
and springboard innovations. “What does the car of the future look like?” and “How do production
processes need to be adapted?” are among the key questions.
An important topic at ARENA2036 is the wire harness, which as one of the most sophisticated, ex-
pensive, and complex individual components has assumed increasingly greater significance for the
automotive industry – especially in the context of megatrends such as e-mobility and autonomous
driving. Komax is therefore strongly committed to the ARENA2036 project “Innovation initiative wire
harness” and is heading several subprojects. Under one of these subprojects, guidelines are being
drawn up containing rules and recommendations on wire harness design specifications that automotive
manufacturers need to meet to achieve efficient and reliable high automation assembly. The number of
different components, the complexity of the manufacturing processes, and the actual structure of the
wire harness all play a major role. Komax possesses a great deal of experience and know-how in this
area and is cooperating under ARENA2036 with leading automotive manufacturers and suppliers such
as Aptiv, BMW, Bosch, Daimler, Dräxlmaier, Kromberg & Schubert, Kuka, Nexans, Rosenberger, and
Siemens.
17
ANNUAL REPORT 2020
MARKET AND INNOVATION
Industry 4.0: interconnectedness thanks to a uniform language
Komax also works with leading companies in the area of digitalization. It is a member of the Open In-
dustry 4.0 Alliance, founded in 2019 by companies in the mechanical engineering, factory automation,
and IT industries. The Alliance’s goal is to ensure that up to 80% of machines in a smart factory can
communicate with each other. This means that all the networked units in a factory’s value chain – from
the production systems and the intralogistics to the IoT cloud – must speak a uniform language. To this
end, the Alliance does not itself develop standards, but draws up a so-called framework which is based
on existing norms, standards, and protocols (e.g. OPC UA, IO-Link, RAMI 4.0), thanks to which the units
are intercompatible. Komax brings to the network its core technical competencies from the mechan -
ical engineering sector. This Alliance gives Komax an opportunity to actively play a part in shaping
Industry 4.0 and so ensure the optimum interconnectedness of newly developed Komax solutions. The
Alliance has grown continually since its founding and now numbers some 70 members, including com-
panies such as Beckhoff, Endress+Hauser, Fujitsu, Kuka, Samson, SAP, and TeamViewer.
Accelerated switch to e-mobility
Another area where Komax demonstrates its innovative strength is e-mobility. Of the 74 million vehicles
produced in 2020 “only” around two million were electric vehicles, i.e. pure battery electric vehicles
(BEVs) and plug-in hybrid electric vehicles (PHEVs). This is still one million more than in 2019 – despite
a significant decline in the number of vehicles produced overall. IHS Markit is projecting that around six
million electric vehicles will be produced in 2021. The coronavirus pandemic has accelerated the shift
to alternative drives, since in Europe in particular, several countries increased buyers’ premiums for
electric vehicles during the crisis. This was not yet foreseeable at the end of 2019, when it was predicted
that only four million electric vehicles would be produced in 2021.
Number of produced cars and light commercial vehicles by drive technology
in million
120
100
80
60
40
20
0
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Internal combustion engine (ICE)
Full hybrid (HEV)
Plug-in hybrid (PHEV)
Battery electric vehicle (BEV)
Source: IHS Markit und Komax
18
ANNUAL REPORT 2020
MARKET AND INNOVATION
In 2020, various automotive groups communicated or reinforced their ambitious multibillion plans in the
e-mobility sector and announced numerous new electric vehicles for the years ahead. This is in line with
national plans to reduce greenhouse gas emissions, a prerequisite for achieving the targets of initiatives
such as the Paris Agreement on climate change and the European Green Deal launched by the European
Commission. For instance, Denmark, the UK, Israel, the Netherlands, and Sweden declared their inten-
tions to ban the sale of new fuel- and diesel-powered vehicles with effect from 2030. The state of Cali-
fornia, the largest auto market in the US, is planning a ban effective 2035. Pressing ahead fastest,
however, is Norway, which plans to adopt a ban on sales of new cars with combustion engines in 2025.
54% of all new cars sold in Norway in 2020 were electric vehicles.
The Paris Agreement,
the European Green
Deal, and various other
initiatives are helping
to reduce greenhouse
gas emissions and to
promote alternative drive
concepts for vehicles.
Innovative solutions for the processing of high-voltage cables
Komax’s e-mobility center of competence in Hungary is clearly feeling a substantial increase in demand
for automation solutions for the processing of high-voltage cables in the fast-growing market for electric
and hybrid vehicles. In a few years’ time, up to 30% of new cars worldwide will be electrically powered.
Aggregates such as air conditioning, power-assisted steering, brake boosters, and heating are also
being integrated into the high-voltage electrical system. Up until now, most manufacturers have been
producing complex high-voltage cables largely by hand. Manual serial production of the required unit
quantities is barely feasible any more – and certainly not to the degree of precision demanded and
within the specified time frame. In order to be able to ensure efficient and economic processing, it is
becoming increasingly crucial to automate processes.
In 2018, Komax already boasted a portfolio of solutions covering the entire value chain from pro-
cessing high-voltage cables to testing harnesses. Plug manufacturing called for multiple machines from
the Lambda 2 series. These are semi-automatic, with every machine needing an operator. Optimum
productivity therefore requires a team of several people to process the high-voltage cables in parallel on
multiple machines.
19
ANNUAL REPORT 2020
MARKET AND INNOVATION
The modular concept allows
Komax to provide its custom-
ers with different levels of
automation, such as the
Lambda 440 (left) and the
Lambda 240 SP (right).
Komax took the next innovative step forward in 2019 and presented the Lambda 440, the first machine
for the automated production of high-voltage cables. The Lambda 440 is a modular platform made up
of processing modules from the Lambda 2 series. The various modules can be used as required. Op-
tions range up to full automation, where the system manufactures the cable from the preparation stage
to housing assembly. Under this process, stations connected in parallel can process different cables
simultaneously. When a cable has gone through the first steps and is being prepared for crimping, the
first tool is already removing the jacket and foil of the next cable. This saves time and increases produc-
tivity. Quality solutions integrated into the system are a guarantee that the stringent quality requirements
placed on high-voltage cables are met.
Komax does more than just offer solutions for processing individual high-voltage cables. Its portfolio
also contains the Omega 750 MEB, a machine capable of automatically producing complete wire har-
nesses for electric vehicles. This is a further development of the Omega 750 fully automatic block loader
machine. The Omega 750 MEB is used, for example, to manufacture the wire harness for the auxiliary
unit for Volkswagen's new modular electric drive matrix (MEB) in an automated process. This wire har-
ness connects the battery with various systems such as air conditioning, battery heat management, or
the direct current converter. In addition, the Omega 740 ensures the automated production of heat
pump wire harnesses for Tesla’s electric vehicles.
20
ANNUAL REPORT 2020
MARKET AND INNOVATION
Smart Cabinet Building Initiative – combination of technology and expertise
There is a lot of automation potential available not just in the automotive industry, but for instance in
control cabinet construction as well. To be able to lock into this potential to maximum effect, Komax
and three leading technology companies – Armbruster Engineering, Weidmüller, and Zuken – launched
the Smart Cabinet Building Initiative in 2020. The objective behind smart cabinet building is to combine
technology and expertise to provide holistic solutions across all process steps for present and future
challenges facing the control cabinet construction sector. The four partners cover everything – from the
selection of components through the prefabrication of wire harnesses, operating equipment, and hous-
ings to assisted final assembly and pre-commissioning testing.
LOGISTICS &
MECHANICS
ENGINEERING
COMPONENT
ASSEMBLY
The areas of expertise
of the four partners
complement each other
ideally. They cover all the
process steps in control
cabinet construction.
SERVICE
TESTING
WIRING
CABINET ASSEMBLY
COMPONENT
MARKING
WIRE
PROCESSING
& PRE-WIRING
Weidmüller boasts considerable expertise in the automatic assembly and labeling of terminal strips as
well as in manual activities. Zuken has unparalleled experience in the field of digital development data
as needed for fully automatic wire assembly on Komax machines. And with its many years of know-how
in assisted assembly, Armbruster Engineering rounds out the Initiative team.
In order for the individual process steps to be interconnected, a full digital description of the control
cabinet and its components is crucial. The so-called digital twin was created for this purpose. It is used
to control the various process steps and allows key optimization potential to be fully leveraged. The
systematic collaboration that characterizes the Smart Cabinet Building Initiative means the digital twin
can be deployed to maximum effect. This in turn will enable Komax and its partners to increase auto-
mation and efficiency levels in the control cabinet construction sector going forward.
21
ANNUAL REPORT 2020
MARKET AND INNOVATION
SMART FACTORY by KOMAX
For decades, Komax has been renowned for its innovative products and leading market position. But
what does Komax want to achieve and accomplish with its work? And what contribution is it making to
society? Komax’s purpose can be summarized in just a few words:
As a driver of innovation and market leader in
automated wire processing, we develop and
produce intelligent, reliable, and optimally
cost-effective wiring solutions for smart mobility
and smart city applications. We work closely
with our customers to make life simpler, more
convenient, and safer.
Komax understands smart mobility to mean today’s increasingly diverse range of mobility options,
which are used in very different ways. Many of these means of transport – from e-bikes to electric cars
and trains – are increasingly powered by electricity. Where electricity is used, there are wires, and where
there are wires, there are fields of application for Komax. What’s more, the optimal usage of these mo-
bility options is supported by smart city solutions, be they traffic management systems or intelligent
power usage, distribution, or storage systems. These solutions also need wires, for transmitting either
power or data.
The challenge: sustained high quality at low costs
The megatrends of smart mobility and smart city are increasingly becoming part of everyday life. And a
large number of products are becoming increasingly more intelligent and power-hungry. Komax’s cus-
tomers are involved in these trends and supply key components, so they have to overcome huge chal-
lenges: despite the increasing complexity, they have to deliver sustained high quality while keeping
costs as low as possible. To make this possible, Komax provides its customers with SMART FACTORY
by KOMAX, which encompasses products and solutions that substantially reduce quality costs and
significantly increase wire processing productivity. In specific terms, this means demonstrably fewer
faults and greater efficiency, even in complex production tasks. In this way, Komax – together with its
customers – is providing consumers with intelligent products that are not only continuously improving,
but also operate reliably and are affordable.
22
ANNUAL REPORT 2020
MARKET AND INNOVATION
SMART FACTORY by KOMAX is character-
ized by four attributes: it is intuitive to use,
it automates production as well as material
and dataflows, it is connected within a net-
work, and it self-regulates its production
processes.
What benefits does SMART FACTORY by KOMAX have to offer?
If operating Komax machinery is intuitive, human error can be largely eliminated because the system
specifies the settings and the correct operating procedure. This minimizes not only the operator’s influ-
ence and scope for decision-making, but also the need for customer training. The products are also
automated to such an extent that they can instigate and complete increasing numbers of tasks them-
selves. Once they are started up, significantly fewer human-led intermediate steps are needed. This
applies not only to material flows but also to data exchanges.
Smart factory solutions are integrated into a network, with all the stages of production being linked
to each other. Connectivity standards and the use of cloud technology enable full transparency and
make it possible to achieve fact-based increases in productivity and quality. Komax is working towards
enabling its systems to adjust themselves, thereby autonomously controlling the production process.
This could be the case for simple process and monitoring tasks, but may also extend as far as optimiz-
ing entire production processes. And this could even conceivably take place across different plants.
Customers would be able to reduce bottlenecks, downtimes, scrap, and rejects. At the same time,
smart factory solutions can systematically track and register any number of production stages so they
can be traced back if problems occur with deliveries.
Smart factory solutions
Komax has been developing intelligent products for years, well before the existence of terms such as
Industry 4.0, Smart Factory, and Industry 2025. SMART FACTORY by KOMAX is therefore the continu-
ation of a long tradition. It is helping Komax to continue fulfilling its role as a pioneer and technology
leader, thereby enabling its customers to benefit from an additional competitive edge. Over the past few
years, Komax has already launched numerous smart factory solutions onto the market, among the latest
of which is the Q1250 quality tool – the digital eye. With its intelligent image analysis, the Q1250 module
monitors crimp quality completely automatically, thereby eliminating the need for laborious visual checks
by the machine operator. Other important new elements of the smart factory include the Lambda 416 H-MTD
(see next page), the Komax Connect range of products, and the Sigma 688 ST. The Sigma 688 ST fea-
tures the maximum degree of automation for manufacturing twisted-pair wires.
23
ANNUAL REPORT 2020
MARKET AND INNOVATION
New products
Thanks to its targeted investment in research and development, Komax succeeds in bringing a variety
of new products and product enhancements to market every year. Despite the coronavirus pandemic,
2020 was a further year in which Komax was able to showcase its technology leadership to impressive
effect and set new standards, with a number of market launches. We provide a selection of these new
products below.
Lambda 416 H-MTD
The Lambda 416 H-MTD marks Komax’s successful entry
into the future-proof business of wire processing in the au-
tomotive Ethernet segment – the automobile Internet, so to
speak. The shielded twisted pairs (STPs) used permit high
data transfer rates and are a key element of the zonal elec-
trical system in vehicles (see page 31). The Lambda 416
H-MTD enables the efficient, semi-automated series pro-
duction of STPs and has a modular construction in terms
of hardware, machine control, and user interface. Reliable,
integrated testing systems deliver the high level of pro-
cessing quality necessary to ensure that the cables can
transfer high data volumes. The trend towards more and
more in-vehicle infotainment applications and modern
driver assistance systems which are required for highly au-
tomated and autonomous driving is prompting a continual
increase in the number of data lines to be processed.
Alpha 565
The Alpha 565 offers Komax customers a great deal of
flexibility when it comes to increasing the degree of auto-
mation. Based on the proven Alpha 550 technology, it can
be configured according to customer requirements. In
addition to its core functions of two-sided crimp and seal
insertion, the Alpha 565 also offers space for up to seven
process modules. Ferrule, tinning, twisting, double gripper,
and optical quality monitoring modules can, for instance,
be integrated. Even complex processes such as dual core
wire processing, ultrasonic compaction, or welding can be
realized. Realtime data exchange of all quality and produc-
tion data via Komax HMI also ensures a high degree of
quality and productivity. The Alpha 565 processes conduc-
tor cross sections of 0.13 to 6 mm² – an extension to cross
sections of up to 10 mm² is possible.
24
ANNUAL REPORT 2020
MARKET AND INNOVATION
M1650 Tube Marking Module
The M1650 Tube Marking Module marks wires fully automati-
cally with a wire tube that is pushed on. In this process, a tube
is printed on from a roller using the thermal transfer process,
cut to the correct length with V-blades and pushed onto the
wire using a gripper system. In contrast to many stand-alone
solutions on the market, this module is completely integrated
into Komax machines in the Zeta series, which permit fully auto-
mated wire harnessing. Labelling with Tube Marking allows the
marking to be rotated and moved on the wire. This is particularly
advantageous in control cabinet construction when wires have
to be shortened and markings aligned to the front.
Mira 340 Q
For wires that are a challenge to process and whose strip-
ping, cutting, and twisting has to satisfy the highest quality
standards – as required, for example, by the aviation in-
dustry – Komax has developed the Mira 340 Q benchtop
machine. The Mira 340 Q features a rotary cutting head that
is combined with 4X blades. In order to guarantee a con-
stant, high level of quality, Komax has integrated its ACD
(Automatic Conductor Detector) into the Mira 340 Q. This
is the first multi-patented ACD application worldwide with
rotary incision, and it is protected by multiple patents. ACD
detects and indicates even the slightest contact between
blade and conductor. The Mira 340 Q additionally offers an
automatic adjustment function, namely by modifying the
blade incision values on the basis of the measured conduc-
tor diameter. This has the effect of increasing work process
efficiency and hence productivity.
Komax Direct App
The Komax Direct App brings Komax’s digital services and
products closer to its customers and promotes direct dialog
with them. Customers can use the app to get direct access
to all product and service information (operating and service
manuals, overview of spare and wear parts, etc.) and to the
global distribution and service network for technical issues.
They also have access to the Komax Academy and its acti-
vated On.Line training courses (see page 7). In addition,
customers can use the app to send feedback on any topic
whenever they want. For Komax, the app represents a key
element of the digitalization road ahead, with new features
and services being continually added.
25
ANNUAL REPORT 2020
INTERVIEW
2020 financial year and outlook
MEGATRENDS WORKING
IN KOMAX’S FAVOR
In 2020, Komax mastered huge challenges, cut costs,
made its organization more agile, and achieved pro-
gress on innovation projects. It sees itself as well posi-
tioned for the future, and is sticking with its mid-term
targets.
Matijas Meyer, what was the greatest challenge
for Komax in the crisis year of 2020?
Matijas Meyer: Planning uncertainty. With the automotive in-
dustry having already weakened in 2019, making it a difficult
year for us, we were expecting 2020 to be challenging too.
We had prepared for this eventuality, having already initiated
a cost savings program the previous year. But within the
space of just a few weeks, the coronavirus pandemic com-
pletely altered the investment mindset of our customers,
exacerbating our situation to an extent that could not have
been predicted. Particularly as no-one was in a position
to gauge how long the pandemic would last, and how it
would impact capacity utilization at our customers’ factories.
This in turn made it difficult to estimate their short- and
medium-term need for our automation solutions. With the
result that any kind of planning became hugely challenging.
How did you respond?
Matijas Meyer: We immediately put together a comprehen-
sive package of measures that would allow us to bring down
costs in all of our companies. Revenues dropped significantly
in the spring, as many automotive factories were shut down
at this point for several weeks. This made it all more impor-
tant that we had started to reduce our cost base consistently
at an early stage. In Switzerland, for example, our employees
had already been on short-time working from March onwards.
Matijas Meyer, CEO
26
ANNUAL REPORT 2020
INTERVIEW
Beat Kälin, you have held various functions at Komax
since 2006, and have experienced a great deal
during this period. How does the 2020 financial year
rank compared with these experiences?
Beat Kälin: It was without doubt one of the most intensive
and difficult years in our history, and one that placed huge
demands on both the Executive Committee and the work-
force as a whole. In contrast to 2009, when Komax had to
contend with the repercussions of the global financial cri-
sis, 2020 was a challenge from more than just an economic
perspective. Due to the coronavirus pandemic, all employ-
ees found themselves facing a completely new and trying
situation which had a huge impact on their personal lives in
particular. So in the knowledge that the headwinds were
extreme in many ways during this unprecedented year, I am
very happy with the way that Komax mastered the situation.
“ We have reduced
costs by more than
CHF 50 million.”
Matijas Meyer
The company nonetheless reported negative
Group earnings after taxes…
Beat Kälin: It’s the first time that Komax has unveiled a loss
since 2009. Obviously, our expectations for 2020 were very
different. But no one could have predicted a pandemic in
2020 that would result in 15 million – or 17% – fewer vehicles
being produced than in 2019. Given these circumstances, and
bearing in mind that we reported Group earnings after taxes
of CHF –11.6 million mid-year, it is impressive that the loss
was reduced to just CHF –1.3 million by year-end. This also
confirms that we have a robust business model capable of
reacting to changing parameters within a reasonable period
of time.
What does this mean for the dividend?
Beat Kälin: Our strategy is to distribute 50%–60% of Group
earnings after taxes to our shareholders. Clearly, we have
nothing to distribute for 2020 given the negative result, which
is why we are proposing to the Annual General Meeting that
payment of a dividend be waived.
What is the total magnitude of cost savings in 2020?
Matijas Meyer: In comparison with the previous year,
we have reduced costs by more than CHF 50 million.
Beat Kälin, Chairman
How much in terms of these savings will also feed
through into 2021?
Matijas Meyer: A significant proportion of the savings relates
to short-time working compensation, which we claimed in
various countries. In keeping with the improvement in the
market situation, we consistently reduced the proportion of
short-time working over the course of 2020. Our aim is obvi-
ously to have no short-time working at all as soon as possi-
ble. After all, this would reflect the return of our business to
robust health. A number of cost reductions arose almost auto-
matically in 2020 due to the coronavirus pandemic – such
as savings on travel and trade fairs that never took place.
So these costs will return – but what savings are
sustainable?
Matijas Meyer: We reduced headcount across the whole of
the Komax Group by around 10% in 2020. Unfortunately,
this could not be achieved without redundancies in certain
companies, which is something I greatly regret. As a result,
we lost some highly qualified staff and valuable expertise.
Many of these employees will not leave the Group until the
first half of 2021, as notice was served in the final quarter of
2020. But it is not only the cost savings associated with
headcount reduction that are sustainable – so too are the
savings achieved through structural adjustments in various
companies. For example, in the first half of 2020 we consoli-
dated our North American production sites for testing sys-
tems. Since then, production has been concentrated exclu-
sively at our new site in Juárez, Mexico, and no longer either
elsewhere in Mexico or in the United States. Thanks to
these numerous other measures, we have sustainably re-
duced our cost base by more than CHF 10 million.
27
ANNUAL REPORT 2020
INTERVIEW
Has the fundamental situation changed for Komax as a
result of the coronavirus pandemic?
Beat Kälin: The megatrends remain exactly the same as they
were before the pandemic started. In other words, trends
such as e-mobility and autonomous driving are leading to
the need for an increasing amount of and new types of
wiring in vehicles. And as the degree of automation in wire
processing remains very low, Komax has considerable
growth potential. Rising wage costs and more rigorous quality
requirements, as well as the greater scarcity of personnel
resources are factors that are favorable for our business, as
they increase the pressure on customers to invest in auto-
mation solutions. So our fundamental situation remains very
good, and we have made the most of this crisis year to
position ourselves even more strongly for the years ahead.
Can you be more specific?
Matijas Meyer: Thanks to structural adjustments in a number
of companies, not only did we cut our costs, we also stream-
lined our organization and made it more agile. With commu-
nication paths and decision-making processes now shorter,
we are hoping to be able to react even more quickly to the
changing needs of our customers. In addition, we have driven
forward both internal and external digitalization in order to
create competitive advantages for our customers. The ap-
pointment of Tobias Rölz to the Executive Committee is also
part of this drive to give even more weight to digitalization.
He heads up the newly created Market & Digital Services
unit, which is enabling us to optimally exploit the potential
offered by digitalization across the board, i.e. from product
development right through to distribution.
“ We have made the most
of this crisis year to
position ourselves even
more strongly for the
years ahead.”
Beat Kälin
Are there other factors that will have a positive effect
going forward?
Matijas Meyer: Yes – there are numerous other areas in
which we made decisive progress in 2020. I would like to
mention two of these explicitly here – let’s start with the
integration of Artos and Exmore. We acquired these two
companies in 2019, and they have already become an
28
important part of the Komax Group. We integrated Artos and
Exmore into the Komax network very smoothly in 2020. With
the expertise that they possess, they have not only enriched
the Group, but also strengthened our market position. The
US company Artos has a strong track record in the develop-
ment of innovative applications. Thanks to Artos, we now
have engineering expertise in North America, and have been
able to reinforce our customer proximity in this market as a
result. Exmore is also strong in the area of application devel-
opment. Our Belgian colleagues specialize in applications
relating to the processing of sensor cables. These are a
hugely important aspect in the megatrend of autonomous
driving. And our acquisition of Exmore means that we are
superbly positioned in this area.
So what is the second area in which you made decisive
advances in 2020?
Matijas Meyer: We achieved breakthroughs in a number of in-
novation projects. That might sound rather paradoxical, given
that numerous development staff have been on short-time
working, and we consequently invested almost CHF 12 million
less in R&D than we did in the prior year. But a number of our
innovation projects were already so far advanced that field
tests at selected customers were scheduled for 2020. We
were able to conduct these tests and structure them success-
fully despite the coronavirus pandemic. The progress we have
made on these key projects is definitely right up there as one
of my highlights of the year. I am convinced that these innova-
tions will lead to additional competitive advantages for our
customers, thereby allowing us to further strengthen our tech-
nology leadership. I don’t want to give too much away, but
I will say that we are working furiously to ensure that we can
unveil a number of these innovations in November 2021 at
Productronica in Munich, our most important trade fair in
Europe.
And what was your highlight, Mr. Kälin?
Beat Kälin: I was delighted to see the completion of our new
production and development building at our headquarters in
Dierikon. This has been the largest investment project in
Komax’s history. We invested no less than CHF 75 million,
and for good measure delivered the project slightly below
budget after a construction period of some two-and-a-half
years. That is never a given with a large-scale project of this
nature, and reflects very well on the project management
team. Unfortunately, the coronavirus pandemic meant that
we have not yet been able to host an opening celebration,
and as the majority of the local workforce have been working
from home for months, the building is not yet fully occupied
either. Nonetheless, efficiency improvements are already evi-
dent in both production and logistics. As production and
R&D staff now work together on the individual floors of this
vertical factory, rather than apart, I’m convinced that the
innovation process will be accelerated going forward thanks
to shorter pathways.
“ Our employees put in
outstanding work
throughout the year.”
Matijas Meyer
In addition to all the positive aspects, the newbuild has
also contributed to a high level of net debt. How much
did this weigh on the Group during this crisis year?
Matijas Meyer: Liquidity planning was hugely important. In
the first quarter of 2020, we increased our syndicated loan
facility by a further CHF 30 million. In addition, we agreed
adjustments to the financial covenants that apply to this syn-
dicated loan for 12 months with effect from mid-2020. This
adjustment gave us some breathing space, but it obviously
came at a cost. Specifically, it entailed a significantly higher
interest burden, as is reflected in our financial result. Reduc-
ing the level of net debt therefore had the highest priority,
but this is easier said than done in a crisis environment.
Thanks to the great dedication of our employees, we none-
theless managed to bring net debt down by CHF 13.8 million
to CHF 92.4 million. Our employees put in outstanding work
in their specialist areas throughout the year, despite the hos-
tile environment. So on behalf of the Executive Committee,
I would like to express my deep gratitude to the entire work-
force for its commitment in this extremely challenging year.
You encountered a number of costly problems that
affected customer-specific projects in 2019. How did
the project business develop in 2020?
Matijas Meyer: The important thing was for us to have learned
the right lessons from the errors made in 2019, and to con-
clude the projects referred to within a reasonable period of
time. We did precisely that, strengthening our risk manage-
ment function as a result and adjusting processes. We are
now back on a solid footing, and were therefore able to ben-
efit in 2020 from the strong demand for automation solutions
in the processing of special cables, particularly data lines.
Based on the trend towards highly-automated or even au-
tonomous vehicles, we are expecting the need for automa-
tion in this area to increase further over the next few years.
Are the 2023 targets still realistic – or too ambitious?
Beat Kälin: They are no doubt ambitious, but from today’s
standpoint we still believe that they are achievable. When
ANNUAL REPORT 2020
INTERVIEW
the Board of Directors defined the mid-term targets at the
beginning of March 2020 – namely CHF 450 to 550 million
for revenues and EBIT of between CHF 50 and 80 million –
the world was a different place. At that time, we were antici-
pating some 97 million vehicles being produced in 2023.
But the analysts at IHS Market are now expecting production
volumes to work at around 6 million lower.
Why are you nonetheless confident about achieving
these targets?
Beat Kälin: The production volume currently predicted for
2023 is only 3 million below the level of 2018, when we
recorded revenues of CHF 480 million. Moreover – and this
is a much more important aspect – it became abundantly
clear in 2020 that our customers are determined to increase
their levels of automation. This mindset is down to the mega-
trends evident in the automotive industry, and is not related
to an increase in vehicle production. For as we saw in 2020,
the latter simply has not occurred. And although our volume
business – i.e. crimp-to-crimp machinery – declined signifi-
cantly against this backdrop, we were able to sell our cus-
tomers many machines from our broad product portfolio,
particularly in the second half of the year. Added to this is
the fact that our innovation pipeline is very well stocked, as
Matijas Meyer has already mentioned, and I think it’s fair to
say that my confidence is not misplaced. Nonetheless, these
targets remain challenging, particularly if the volume busi-
ness continues to be depressed, given that it makes a dis-
proportionately high contribution to EBIT.
What can we expect from 2021?
Matijas Meyer: Our capacity planning is based on 2021
being significantly better than the previous year, but none-
theless with revenues around 10% lower than in 2019. The
magnitude of the increase in EBIT will ultimately depend
on the extent to which the volume business bounces back.
And depending on how revenues develop, we have options
for responding on the cost side. Essentially, however, I am
convinced that we are well positioned and will emerge
strengthened from this crisis.
29
ANNUAL REPORT 2020
GLOBAL MEGATRENDS
GLOBAL
MEGATRENDS
The coronavirus pandemic has changed nothing here:
environmental awareness, safety, and networked and
affordable vehicles are global megatrends, and will
act as key drivers of the steady rise in demand for auto-
mation solutions. Each of these trends is resulting in
more and new types of wire being installed in vehicles,
and automated processing is increasingly required for
reasons of quality, efficiency, complexity, cost, minia-
turization, and traceability.
Global megatrends will support Komax’s business in the long term. These include growing environmen-
tal awareness on the part of consumers and the associated goal of emission-free vehicles. A key role
will be played in this respect by e-mobility (see page 18). Another megatrend is increasing interconnect-
edness. Info tainment systems in vehicles are becoming increasingly comprehensive and complex,
while integrated information systems are laying the basis for the future: autonomous driving. The need
for greater road traffic safety represents a further megatrend. Here the emphasis is now no longer just
on protection in the event of an accident, but above all on avoiding accidents. As a consequence, the
number of sensors in vehicles will continue to rise. Finally, a global megatrend towards affordable vehi-
cles is emerging. This requires greater cost efficiency in manufacturing, which in turn is increasing the
pressure to automate wire processing further.
More wires per vehicle
These megatrends are leading to an increase in the number of electronic functions in vehicles. Accord-
ingly, the number of wires that need to be assembled per vehicle is on the rise. The electrical systems
in today’s compact passenger cars comprise as many as 1 300 wires, 2 300 crimp contacts, and 250
plug housings. Full-size vehicles require as many as 1 800 wires, 3 200 crimp contacts, and 350 plug
housings. Innovations in vehicle construction, new functionalities, and an ever-rising fit-out level in all
vehicle classes are leading to a further increase in demand for wires and crimp contacts. This trend,
which has been perceptible for a number of years now, will strengthen further in the future.
30
ANNUAL REPORT 2020
GLOBAL MEGATRENDS
Low degree of automation
A large part of the wire harness manufacturing process is still done by hand, but rising wage costs and
an increasing lack of personnel are driving the trend towards automation solutions. As systems become
increasingly complex, the potential sources of error in manual wire processing and assembly become
more numerous. Manual processes are becoming less capable of meeting these demands. Furthermore,
the end-to-end traceability of the individual process steps cannot be ensured with the same degree of
reliability that comes with automation solutions. For example, in the absence of automation, the retro-
spective search for a source of error is more complicated. Intelligent automation solutions, quality as-
surance tools, and systems for testing harnesses before they are installed in vehicles help to guarantee
and increase the efficiency and reliability of the production process. This has been recognized by auto-
motive manufacturers, who are therefore increasingly calling on their suppliers to further automate their
production processes.
Simplifying wire harnesses and miniaturization
The individual subsystems and assemblies in vehicles – and wire harnesses in particular – are becoming
increasingly complex, which throws up challenges for automatic production. To counter this, various
automotive manufacturers are seeking to radically simplify the wire harness (see page 17). The aim is a
zonal electrical system with several smaller wire harnesses rather than one big, complex one. This re-
duces wire length, but not necessarily the number of wires used, and this is the key element for Komax.
Simpler wire harnesses with shorter wires will help significantly increase the degree of automation in
processing.
Another factor driving automation is the ongoing miniaturization of wires, a development that has
been around for some years now. Wire cross sections are becoming ever smaller, which makes manual
processing difficult or even impossible.
Global megatrends unchanged by coronavirus pandemic
The automotive industry was extremely hard hit by the coronavirus pandemic in the year under review,
as reflected in drastically lower production figures (see page 10). It also meant that Komax customers
had either sufficient or excess capacities and, as a result, did not invest in capacity expansion. The
aforementioned factors that are driving a higher degree of automation in wire processing – such as rising
wage costs, a lack of personnel, the ongoing process of miniaturization, seamless traceability, and higher
quality and efficiency demands on the part of automotive manufacturers – nevertheless had an impact.
Customers are aware that there is no way of avoiding the trend towards automation. The coronavirus
pandemic has underscored this realization, as – for example – being dependent on the availability of
personnel can become a problem. Reducing this dependency therefore becomes a goal to aim for.
Faced with the challenges to their business in 2020, Komax customers cut their investment in auto-
mation solutions significantly. Discussions about a lasting increase in the degree of automation at auto-
motive plants have continued, however. The coronavirus pandemic has thus not altered the fact that,
over the coming years, the global megatrends will help bring about a gradual rise in the level of automa-
tion in wire processing. The current projects of various automotive manufacturers and suppliers that
aim to simplify wire harness topology are also designed to increase the degree of automation signifi-
cantly. Komax is involved in some of these projects, and is demonstrating what changes are needed to
wire harnesses in order to facilitate a greater degree of automation in the production process. Modern
wiring concepts (e.g. for infotainment systems or electric vehicles) also present opportunities for Komax
to establish further unique selling propositions and thereby create additional sales potential.
The rapid proliferation of the zero-error tolerance principle means there is an increasing need for the
kind of test systems produced by TSK, for example. Test systems of this kind guarantee the 100%
functionality of wire harnesses and electronic assemblies installed in vehicles. This is understandable,
as defective wire harnesses require considerable time and expense – at the cost of productivity and
profitability – to repair or replace once they have been fitted in a vehicle. Moreover, functional defects
in the electronic systems of delivered vehicles can result in serious reputational damage.
31
ANNUAL REPORT 2020
GLOBAL MEGATRENDS
GLOBAL MEGATRENDS
Safety
Environmental
awareness
Affordable
vehicles
Integrated
vehicles
GROWTH DRIVERS
Number of wires
Complexity
of electrical
systems
Quality and
efficiency
demands
Miniaturization
New types of
wires and
new materials
ADVANTAGES OF KOMAX
Technology
leader
Broadest solution
portfolio
High degree of
innovation
Global sales and
service network
32
ANNUAL REPORT 2020
GLOBAL MEGATRENDS
NUMBER OF VEHICLES PRODUCED
WORLDWIDE 1
per year
39
million
49
million
58
million
78
million
74
million
1980
1990
2000
2010
2020
1 Passenger cars and light commercial vehicles (source: IHS Markit).
INCREASE IN ELECTRICAL FUNCTIONS
Compact
1300
2 300
250
Wires
Crimp contacts
Plug housings
Wire length
(total)
Full-size
1800
3 200
350
2 000 m
4 000 m
33
ANNUAL REPORT 2020
BUSINESS MODEL AND STRATEGY
BUSINESS
MODEL AND
STRATEGY
Developing solutions for automated wire processing
in four market segments is Komax’s strength. Here
Komax is a pioneer, as well as a market and technology
leader, and is looking to further consolidate this
leading global position. To this end, it pursues four
key strategic priorities. Above-average profitability
and sustainable growth are important objectives
here. This goes hand in hand with environmentally
conscious, socially aware, and responsible conduct
towards all stakeholder groups.
Komax specializes in innovative solutions for all wire processing applications and for the testing of wire
harnesses. The emphasis is on processes such as measuring, cutting, stripping, crimping, taping
wires, and block loading. Komax offers its customers fully automated and semi-automated serial
production models as well as customer-specific systems (for all degrees of automation and individual-
ization), which optimize processes while at the same time increasing productivity. These are supple-
mented by an extensive range of quality assurance modules, testing devices, and networking solutions
for the reliable and efficient production of wire harnesses. Digital services that increase the availability
of installed systems and test their productivity also form part of the range, as does intelligent software.
All of this provides ideal conditions for Komax’s customers to consolidate and increase their compet-
itive advantage.
34
ANNUAL REPORT 2020
BUSINESS MODEL AND STRATEGY
Four key strategic priorities
Komax has more than 45 years’ experience in the development of customer-oriented solutions for wire
processing. The company is both the technology and market leader in its field, with a market share more
than twice that of its nearest competitor. In order to further strengthen this global leadership position,
Komax pursues a growth strategy that involves four key priorities:
Solutions along the value
chain
Innovative production
concepts
Global customer proximity
Development of
non- automotive markets
Solutions along the value chain
Thanks to many decades of experience and its proximity to its customers (see page 6), Komax under-
stands their needs and offers them a comprehensive range of innovative and reliable automation solu-
tions. The offering covers the most capital-intensive and critical processes of customer value chains –
from measuring and cutting wires to the taping process and finally the testing of the completed wire
harness (see pages 40 and 41). Komax relies not only on its proprietary developments, but also on the
expertise of established partners. As a result, customers receive solutions for the key wire processing
applications from a single source. This approach is unique in the world. Thanks to a number of acquisi-
tions in recent years, Komax has succeeded in closing the existing gaps in its spectrum of products and
solutions, with the result that it can now offer its customers end-to-end solutions. Komax has the broad-
est portfolio of solutions, which means that it can address a whole range of customer needs in a targeted
way. To enable its customers to continue to increase productivity in the future, Komax works with a
number of partners in the field of software, among others. Komax strives to network and manage the
individual processes in the value chain, such as through Komax MES (Manufacturing Execution System)
and Komax Cloud MES, a form of production control software for the wire processing industry 4.0,
launched in collaboration with iTAC Software.
Innovative production concepts
For a market leader like Komax, innovations are of maximum strategic importance. Komax has therefore
been investing in innovations to optimize its existing product range, as well as in new developments,
for many years. Every year, Komax channels some 8%–9% of revenues into research and development
(see page 16). The bottom line here is to give customers an additional competitive edge by making their
processes safer and more efficient. All activities are systematically geared to customer needs and expec-
tations. That is why Komax typically employs interdisciplinary teams – consisting of marketing experts,
product managers, and development engineers – on innovation projects. For example, skillfully combin-
ing different processes and technologies reduces interfaces and lead times. At the same time, pro-
cessing reliability is increased.
35
ANNUAL REPORT 2020
BUSINESS MODEL AND STRATEGY
Global customer proximity
Komax has 20 production sites located in Europe, Asia, North
and South America, and Africa. The company provides sales and
service support in more than 60 countries through its subsidi-
aries and independent agents, which gives it a unique global
presence. It has set itself the goal of being close to its customers
so that it can provide outstanding service combined with the
shortest possible response and supply times.
%
R&D expenditure accounts for
%
of revenues8 –9
To remain competitive, Komax’s customers need to be flexi-
ble and select the optimal economic locations for their produc-
tion processes – in other words, set up operations wherever their
end customers are. This is also true for Komax. To ensure that it
stays close to its customers, including when those customers choose to relocate, Komax likewise has
to show flexibility. For this reason, Komax seeks to expand its global reach in a targeted way, be it
through acquisitions – as described in the section entitled “Selective acquisitions” – or through the
establishment of new sites (see page 6). Komax’s strong global presence is also reflected in the per-
centage breakdown of its revenues by region. The individual regions – Europe (including Africa), Asia/
Pacific, and North/South America – each generated between 21% and 55% of Komax’s revenues in
2020.
Development of non-automotive markets
Komax now generates around 80% of its revenues through customers in the automotive industry. Market
estimates indicate that some 60% of globally processed wiring is used in automotive manu facturing.
This high proportion is explained by the fact that the automotive industry is peerless when it comes to
standardization and automation. The high volume of wires needed for large-batch processing and the
stringent requirements in place with regard to finish quality are key arguments in favor of automated
solutions.
In addition to the automotive industry, there are countless other markets in which numerous wires
are processed. Komax focuses predominantly on three additional market segments (see pages 14 and
15), all of which have synergy potential with the core business: aerospace, data communication and
telecommunication (data/telecom), and industrial applications (industrial). As these offer attractive long-
term growth opportunities, Komax is seeking to increase its penetration of these markets. If this is to be
achieved, targeted investment in marketing and sales are essential.
The megatrends evident in the automotive sector (see pages 30 and 31) are influencing these three
market segments in different ways. However, the potential for synergies with the existing core business
in the automotive industry is considerable. The three other market segments are already addressing
issues such as safety, lightweight construction, multimedia, small-batch production, and integrated
production/Industry 4.0, and have been doing so for years. Moreover, Komax uses the experience
gained in these areas in the development of automation solutions for the automotive industry. Con-
versely, the aerospace, data/telecom, and industrial market segments benefit from Komax’s great ex-
pertise in the core business: in particular, Komax can adapt existing automotive solutions and, where
necessary, specifically develop new products for particular segments.
36
ANNUAL REPORT 2020
BUSINESS MODEL AND STRATEGY
Selective acquisitions
The primary goal of the Komax Group is to grow organically. In addition, potential candidates and op-
portunities for acquisitions are carefully examined as part of a clearly defined acquisition strategy that
revolves around its four key strategic priorities. Komax pursues this strategy as it intends to strengthen
its leading market position, also making use of acquisitions and equity stakes. In order to safeguard li-
quidity and maintain sufficient operational flexibility during the coronavirus pandemic, Komax did not
make any acquisitions in 2020.
The acquisitions completed in recent years have played a significant role in the implementation of the
strategic priorities. Examples of such acquisitions include the TSK Group (2012; solutions along the
value chain), SLE quality engineering (2014; innovative production concepts), Thonauer Group (2016;
increase in global reach), Laselec (2017; innovative production concepts and development of non-auto-
motive markets), Artos Engineering (2019; increase in global reach and innovative production concepts),
and Exmore (2019; innovative production concepts).
Komax Group brands
The acquisitions of recent years mean that the Komax Group is present in the market with six further
brands in addition to the Komax brand itself.
Komax manufactures innovative serial production machines as well as customer-specific systems for
automated wire processing. These are used for the automation of various processes, such as cutting,
stripping, labelling, crimping, and twisting, but they can also be used for the fully automatic production
of entire wire harnesses. Komax’s customers are active primarily in the automotive, aerospace, data/telecom,
and industrial market segments.
When it was founded by Max Koch in 1975, Komax was just a three-man operation. But even in
those very early days, the company was noted for its pioneering spirit. It launched the first cutting and
stripping machine with a stepping motor drive after just one year, and would go on to develop the
world’s first microprocessor-controlled fully automatic crimping machine in 1982. Expansion abroad
likewise started at an early stage – with the foundation of Komax USA in 1981.
Komax’s headquarters and largest production site are located in Dierikon, Switzerland. Outside of
Europe, Komax has production sites in Asia.
Artos Engineering, headquartered in Brookfield, Wisconsin, USA, is a leader in the automation of wire
processing in North America. The company, which was founded in 1911, has a subsidiary in France and
develops serial production machines for wire processing automation. In addition, Artos Engineering has
considerable experience of optimizing its machines to accommodate innovative applications tailored to
customers’ specific needs.
Artos Engineering has been part of the Komax Group since 2019 and primarily serves customers in
the industrial applications, automotive, and aerospace market segments.
37
ANNUAL REPORT 2020
BUSINESS MODEL AND STRATEGY
Founded in 1993, Exmore specializes in developing customer-specific solutions for automatic wire
processing. In keeping with its motto “making industrial standards work,” Exmore develops sophisticat-
ed applications with which it optimizes serial production machines and thereby meets its customers’
specific requirements. In doing so, the company focuses on the development of applications relating to
the processing of sensor cables. These cables are a key element in vehicles that drive on a highly auto-
mated or even autonomous basis.
Exmore has been part of the Komax Group since 2019 and has its headquarters in Beerse, Belgium.
The technology company predominantly supplies customers from the automotive, consumer electronics,
industrial applications, aerospace, and medical technology market segments.
Kabatec is a global market leader in the field of taping technology systems. This leading technology
company, which is headquartered in Burghaun, Germany, specializes in taping, bundling, and fixing of
holding parts to wire harnesses. Founded in 2008 by Heinz Billing and Markus Reisinger, its core exper-
tise involves the development and production of semi-automatic and fully automatic machines for pro-
cessing adhesive and non-adhesive tapes. It mainly serves customers in the automotive supply industry,
offering them both serial production machines and customized systems.
Kabatec has been part of the Komax Group since 2016. The two companies had enjoyed a strategic
partnership for several years prior to that.
Headquartered in Toulouse, France, Laselec develops laser-based solutions for stripping and marking
wires as well as intelligent assembly boards for wire harness manufacturing. These are used mainly in the
aerospace industry. The company was founded in 2001 and has a subsidiary in the US.
Laselec is one of the leading companies in the world for the development and production of serial
production machines and customized solutions for laser-based wire processing. The company meets
all significant international quality standards in the aviation industry and counts renowned aircraft
manufacturers among its customers.
Laselec has been part of the Komax Group since 2017. Komax acquired a 20% stake in Laselec
back in 2015, and the two companies have been working successfully together on various projects
since then. Thanks to this partnership, Laselec’s solutions have increasingly found their way into the
automotive industry.
Thonauer was founded in 1988 by Friedrich Thonauer in Austria, and is headquartered in Vienna. In ad-
dition to Austria, Thonauer is also represented in Romania, the Czech Republic, Hungary, and Slovakia.
The main focus of its activities is the sale of machines for wire processing, particularly for the automo-
tive, electric systems, and electronics industries.
The Thonauer Group has been part of the Komax Group since 2016. Prior to this acquisition, the two
companies had been working together very successfully as partners for decades. Thonauer has been
Komax’s representative in seven countries in Central and Eastern Europe right from the start.
TSK develops and sells test systems and adaptation units for testing wire harnesses and further electrical-
electronic assemblies and components. TSK products are used predominantly in the automotive sup-
plier industry and wherever the functionality of complex assemblies needs to be tested in order to rec-
ognize errors within the manufacturing process at an early stage.
TSK has decades of experience in quality assurance in wire assembly. The company was founded in
1983 by Helmut Kahl as Test Systeme Kahl, or TSK for short, and has its headquarters in Porta West-
falica, Germany. The TSK Group manufactures in Europe, North and South America, Africa, and Asia. It
has been part of the Komax Group since 2012.
38
ANNUAL REPORT 2020
BUSINESS MODEL AND STRATEGY
Mid-term targets
The Komax Group is distinguished by its robust equity base and strong profitability. This solid founda-
tion enables Komax to systematically pursue opportunities to develop the company further. As an ad-
ditional benefit, it offers security in challenging times.
For the period up to 2023, Komax has set itself ambitious targets for growth and profitability. These
are designed to consolidate its leading position and increase the value of the company via profitable
growth. Based on IHS Markit’s analyses of developments in the automotive market, the Board of Direc-
tors set the targets shown below at the beginning of March 2020 – i.e. before the extent and the conse-
quences of the coronavirus pandemic had become apparent:
450–
550
50
–
80
50–
60
Revenues 2023 in CHF million
EBIT 2023 in CHF million
Payout ratio in % of EAT
The coronavirus pandemic prompted IHS Markit’s current assessment of 6 million fewer vehicles pro-
duced in 2023 than in its forecast of twelve months ago (91 instead of 97 million vehicles). The Board of
Directors is nonetheless sticking to the targets for the period to 2023.
The targeted revenue of CHF 450–550 million by 2023 is to be achieved mainly through organic
growth. Komax is estimating that the market will grow on average by at least 9%–11% per year from
2021 to 2023. This growth is based on the annual increase in the number of vehicles produced globally
(CAGR: 7%–8%) and the steady rise in the degree of automation in wire processing (CAGR: 2%–3%).
Komax is expecting to generate annual organic revenue growth at least in line with the growth of the
market.
Komax has the broadest portfolio of solutions in the market, and benefits from its global presence in
growth phases. Rising revenue figures and an advantageous product mix enable Komax to deliver dis-
proportionately high increases in profitability. It is seeking to achieve EBIT of CHF 50–80 million in 2023.
Thanks to a business strategy that is geared to long-term success, Komax creates sustainable value
that benefits investors too. Komax has set itself the goal of distributing 50%–60% of Group earnings
after taxes (EAT) to its shareholders every year until 2023.
Revenues (in CHF million)
EBIT (in CHF million)
Payout ratio (in % of EAT)
2020
327.6
11.3
0.0
2019
417.8
24.0
0.0
39
ANNUAL REPORT 2020
BUSINESS MODEL AND STRATEGY
SOLUTIONS ALONG THE
VALUE CHAIN
Komax automation
solutions at work
Komax MES –
Manufacturing
Execution System
Order
Planning
Drawing
Production data
Omega 750
Taping
Pre-assembly line
Cutting area
Raw material
Supply
Alpha 550
bt 722
KTR 160
Final assembly
Testing
Final product
Delivery
TS1500 HV
40
ANNUAL REPORT 2020
BUSINESS MODEL AND STRATEGY
The majority of Komax customers are wire harness manufacturers whose business consists of process-
ing the individual wires – predominantly by hand – into wire harnesses and delivering these to vehicle
manufacturers (OEMs). Komax offers its customers a wide range of solutions and systems for the auto-
mated and efficient processing of wires and for the taping and testing of wire harnesses. These are used
in the cutting room, at the pre-assembly stage, and when taping and testing. In addition, Komax sup-
ports its customers along the entire value chain – from planning through to delivery – with the Komax
MES. This software automates the planning, controlling, monitoring, and analysis of all resources and
production processes. This has the effect of optimally deploying machines, materials, and employees,
so that wire harnesses can be completed to deadline, as well as to the requisite quality.
Cutting, stripping, crimping, block loading
With the Omega 750, the cutting, stripping, crimping, and
loading of terminals is undertaken with just one machine.
The end product is a wire harness fitted with contact housings
on both sides, produced in a fully automated way.
Cutting, stripping, crimping
Fully automatic crimping (crimp to crimp) and twisting machines
can be found in the cutting room. For the double-sided crimping
and fitting of seals, Komax customers use the fully automated
Alpha 550 crimping machine, which can twist and tinplate the
braids, among other things.
Semi-automatic crimping
In order to be able to process individual lines at the pre-assembly
stage, customers use a machine like the bt 722 benchtop crimp-
ing press. The programmable crimp height, integrated crimp
force analysis, and bad-crimp cutter ensure a final product of
top quality.
Taping
In order to reduce sources of noise and prevent electromagnetic
disruptions, wire harnesses are taped, as with the KTR 160
from Kabatec. The act of bundling wires or attaching clips to
wire harnesses is likewise covered by this section of the value
chain.
Testing
Before Komax customers deliver the completed wire harnesses
to the OEM, they subject every single wire harness to a connec-
tion test (electrical test). For this they resort to the test systems
of TSK, such as the TS1500 HV for high-voltage cables.
41
ANNUAL REPORT 2020
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Beat Kälin (1957)
Non-executive, independent member
and Chairman of the Board of Directors
since 2015, elected until 2020, Swiss
citizen, resident in Birmensdorf (CH).
Member of the Board of Directors of listed
company Huber + Suhner AG, Pfäffikon
ZH, Chairman of the Board of Directors of
Sevensense Robotics AG, Zurich, and
member of the Board of Directors of
CabTec Holding AG, Rotkreuz.
Beat Kälin holds a master’s degree and
a doctorate in engineering from ETH Zurich.
He also holds an MBA from INSEAD.
From 1987 to 1997 he held various manage-
ment positions in the Elektrowatt Group,
Stäfa and Zug; from 1998 to 2004 he was a
member of the Group Executive Board of
SIG Schweizerische Industrie-Gesellschaft
Holding AG, Neuhausen am Rheinfall; from
2004 to 2006 he was a member of the
Board of Management responsible for the
Packaging Technology Division at Robert
Bosch GmbH, Stuttgart (DE). He was COO
of the Komax Group from 2006 to 2007,
and CEO from 2007 to 2015. In the last
three years, Beat Kälin has not been a
member of the Executive Committee or
had any material business relationships
with the Komax Group.
David Dean (1959)
Non-executive, independent member
of the Board of Directors since 2014,
Vice Chairman since 2019, elec ted
until 2020, Swiss citizen, resident in
Penang (MY).
Member of the Board of Directors of listed
company Bossard Holding AG, Zug, and
Burckhardt Compression Holding AG,
Winterthur; he is also Chairman of the
Board of Directors of Haag-Streit
Holding AG, Köniz, a member of the
Board of Directors of the Brugg Group AG,
Brugg, as well as a member of the USA
Chapter Board of the Swiss-American
Chamber of Commerce, Zurich.
David Dean is an expert in accounting and
controlling. He holds a federal diploma and
is a certified accountant. Furthermore, he
has also completed management training
at Harvard Business School and IMD
Lausanne. From 1980 to 1990 he worked
for PricewaterhouseCoopers AG in various
management functions in auditing and
business consulting. Between 1990 and
1992 he was corporate controller and a
member of the Executive Committee of an
international logistics group. He then started
working for Bossard Group, Zug – first as
Corporate Controller, from 1998 to 2004 as
CFO, and from 2005 to 2019 as CEO. In the
last three years, David Dean has not been
a member of the Executive Committee or
had any material business relationships
with the Komax Group.
Andreas Häberli (1968)
Non-executive, independent member of
the Board of Directors since 2017, elec ted
until 2020, Swiss citizen, resident in
Bubikon (CH).
Member of the Board of Directors of listed
company Kardex Holding AG, Zurich, and
member of the Board of Directors of
3db Access AG, Thalwil, as well as a
member of the Industrial Advisory Board,
ETH Zurich, and the Swissmem Research
Commission, Zurich.
Andreas Häberli holds a master’s degree
in electrical engineering from ETH Zurich.
He then went on to obtain a doctorate
(Dr. sc. tech.) at ETH Zurich’s Laboratory
for Physical Electronics. Since 2003,
he has held various management roles at
the dormakaba Group (formerly Kaba
Group), where he has been Chief Tech-
no logy Officer (CTO) and a member of
the Executive Committee since 2011. He
was a member of the Executive Board of
Sen sirion AG in Stäfa from 1999 to 2003,
and worked for Invox Technology (USA)
from 1997 to 1999. In the last three years,
Andreas Häberli has not been a member
of the Executive Committee or had any
material business relationships with the
Komax Group.
As at 31 December 2020
42
ANNUAL REPORT 2020
BOARD OF DIRECTORS
Kurt Haerri (1962)
Non-executive, independent member of
the Board of Directors since 2012, elected
until 2020, Swiss citizen, resident in
Birrwil (CH).
Mariel Hoch (1973)
Non-executive, independent member of
the Board of Directors since 2019, elected
until 2020, Swiss and German citizen,
resident in Zurich (CH).
Roland Siegwart (1959)
Non-executive, independent member of
the Board of Directors since 2013, elected
until 2020, Swiss citizen, resident in
Schwyz (CH).
Member of the Board of Directors of
Bertschi Holding AG, Dürrenäsch, as well
as member of the Board of the Swiss-
Chinese Chamber of Commerce (Head
of the MEM Industry Chapter), Zurich,
and President of Gemeindienststiftung
Emmen.
Kurt Haerri holds a degree in mechanical
engineering from Lucerne University of
Applied Sciences as well as an Executive
MBA HSG from the University of St. Gallen.
He has worked for Schindler since 1987.
His roles included Global Head of High-
Rise Business as well as Marketing & Sales
at the Schindler Group. From 1996 to 2003
and from 2017 to 2019, he was based in
China for Schindler. Since 2020 he has
headed a global growth program in the
markets of China, India, Southeast Asia,
and the USA. Kurt Haerri was the President
of the Swiss-Chinese Chamber of Com-
merce from 2006 to 2013. He was also re-
sponsible for the Asia module of an Execu-
tive MBA program at ETH Zurich. In the
last three years, Kurt Haerri has not been a
member of the Executive Committee or
had any material business relationships
with the Komax Group.
Member of the Board of Directors of listed
company SIG Combibloc Group AG,
Neuhausen am Rheinfall, and of Comet
Holding AG, Flamatt; in addition, she is
a member of the Board of Directors of
MEXAB AG, Lucerne, as well as a
member of the Foundation Board of
The Schörling Foundation, Lucerne,
and Co-Chair of the Zurich committee of
Human Rights Watch.
Mariel Hoch obtained a PhD (Dr. iur.) from
the University of Zurich and was admitted
to the Zurich Bar in 2005. Since 2002 she
has been with the law firm Bär & Karrer AG
in Zurich, where she specializes in M&A
transactions and advises listed companies
on corporate and regulatory matters. Mariel
Hoch has been a partner since 2012. In the
last three years, Mariel Hoch has not been
a member of the Executive Committee or
had any material business relationships
with the Komax Group.
Member of the Board of Directors of
Evatec Holding AG, Trübbach, of NZZ
Media Group (AG für die Neue Zürcher
Zeitung), Zurich, and of Sevensense
Robotics AG, Zurich; he is also Chairman
of the Board of Trustees of Gebert Rüf
Stiftung, Basel, member of the Foundation
Board of the BlueLion Foundation, Zurich,
and a member of the Thematic Equity
Advisory Board of Credit Suisse Asset
Management, Zurich.
Roland Siegwart holds a master’s degree
in mechanical engineering as well as a
doctorate from ETH Zurich. He was Pro-
fessor of Microrobotics at EPFL Lausanne
from 1996 to 2006, and Vice President of
Research and Corporate Relations at ETH
Zurich from 2010 to 2014. He has been
Professor of Robotics at ETH Zurich since
July 2006 and Co-Director of the Wyss
Translational Center Zurich, a joint research
center of ETH Zurich and the University of
Zurich, since 2015. In the last three years,
Roland Siegwart has not been a member of
the Executive Committee or had any mate-
rial business relationships with the Komax
Group.
43
ANNUAL REPORT 2020
EXECUTIVE COMMITTEE
EXECUTIVE COMMITTEE
Matijas Meyer (1970)
Chief Executive Officer (CEO) since 2015,
member of the Executive Committee
since 2010, at Komax since 2007,
Swiss citizen, resident in Ebikon (CH).
Andreas Wolfisberg (1958)
Chief Financial Officer (CFO) since 1996,
member of the Executive Committee
since 1996, at Komax since 1991,
Swiss citizen, resident in Adligenswil (CH).
Jürgen Hohnhaus (1967)
Executive Vice President, member of
the Executive Committee since 2020,
at Komax since 2019, German and Swiss
citizen, resident in Riedholf (CH).
Matijas Meyer holds a degree in engi-
neering from ETH Zurich and an MBA from
Cranfield University (UK). From 1998 to
2004, he worked in product develop ment
at OC Oerlikon/ESEC, Cham, and from
2005 to 2006 in product man agement at
Tornos SA, Moutier. He joined the Komax
Group in 2007, heading the French pro-
duction and development site in Rousset
until 2010. He then took over as Head of
the Wire business unit and was appointed
as a member of the Komax Exec utive
Com mittee. He has been CEO of the
Komax Group since 2015.
Chairman of the Board of Directors of
Kowema AG, Rotkreuz, and of its subsidiary
CabTec Holding AG, Rotkreuz.
Andreas Wolfisberg is a Swiss Certified
Expert in Accounting and Controlling.
Before joining the Komax Group, he
worked in finance at von Moos Stahl AG
in Lucerne. He joined the Komax Group
in 1991, initially as Department Head
in finance and accounting and since 1996
as CFO and member of the Execu tive
Committee.
Jürgen Hohnhaus holds a degree in mechani-
cal engineering and obtained his doctorate
from the University of Stuttgart’s Institute
for Metal Forming Technology. From 2000
to 2008 he held various management posi-
tions at Dieffenbacher GmbH + Co. KG
in Eppingen (DE). Subsequently and until
2017 he was Chief Technology Officer and
a member of the Executive Committee at
the Bystronic Group in Niederönz. From
2018 to 2019, he headed the Products
division at the Güdel Group in Langenthal.
Jürgen Hohnhaus joined the Komax Group
in 2019 and has been a member of the
Executive Committee since 2020. He
heads a unit that addresses automation
along the value chain and whose primary
focus is on customer-specific solutions for
wire processing. And he is responsible for
the Group companies Exmore, Kabatec,
Komax SLE, Komax Thonauer, and Laselec.
As at 31 December 2020
44
ANNUAL REPORT 2020
EXECUTIVE COMMITTEE
Tobias Rölz (1977)
Executive Vice President, member of
the Executive Committee since 2020,
at Komax since 2017, German citizen,
resident in Thal (CH).
Marc Schürmann (1971)
Executive Vice President, member of
the Executive Committee since 2019,
at Komax since 1995, Swiss citizen,
resident in Zug (CH).
Marcus Setterberg (1978)
Executive Vice President, member of
the Executive Committee since 2019,
at Komax since 2007, Swedish citizen,
resident in Bäch (CH).
Tobias Rölz has a University of Applied
Sciences (FH) degree in business informat-
ics and a Kellogg-WHU Executive MBA.
From 2002 to 2008, he worked for Conti-
nental AG, leading group-wide IT projects
and managing international teams at vari-
ous locations in Germany and China. He
was then in various IT management posi-
tions at Hilti AG in Schaan (LI) and Buchs
until 2017, most recently as Head of IT
Workplace & Application Services. Tobias
Rölz joined the Komax Group in 2017 and
headed the Global IT & Digital Business
department. In 2020, he took over the new
Market & Digital Services department
and became a member of the Executive
Committee as of 1 July 2020.
Marc Schürmann graduated as a busi -
ness technician and has an Executive MBA
through the Rochester-Bern executive
program. He joined the Komax Group in
1995, initially as a service technician
and then in various management positions
in Switzerland and abroad. Among his
various positions, Marc Schürmann worked
for Komax France for five years and was
Managing Director of Komax China in
Shanghai for two years. From 2010 to
2017, he was a member of the Executive
Committee of the Wire business unit of the
Komax Group, latterly as Head of Marketing,
Sales & Service. He has headed a unit
focusing on wire processing since 2018
and is Managing Director of Komax AG in
Switzer land. Since 2019 he has been a
member of the Executive Committee.
Marcus Setterberg has a master’s degree
in science in industrial engineering & man-
agement from the KTH Royal Institute of
Technology in Stockholm, as well as a
master’s degree in science in business
administration and economics from the Uni-
versity of Stockholm. From 2004 to 2007,
he was a project manager and process
engineer for SIG Pack/Bosch Packaging in
Neuhausen am Rheinfall in post-merger
projects and projects aimed at developing
the service business. Marcus Setterberg
joined the Komax Group in 2007, working
first in Switzerland for the global service
unit. He then spent around five years in
China, including three as Managing Director
of Komax China in Shanghai. Since August
2016 he has headed a unit that focuses on
testing systems for wire processing, and
is responsible for the TSK companies. In
both these functions, he was a member of
the Executive Committee of the Wire busi-
ness unit of the Komax Group until the end
of 2017. Since 2019 he has been a member
of the Executive Committee.
45
ANNUAL REPORT 2020
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
SUSTAINABILITY
AND SOCIAL
RESPONSIBILITY
Sustainability and social responsibility are core
elements of Komax’s corporate strategy. They are
incorporated not only into the Group’s long-term
targets, but also into its operating activities. Komax
is determined to develop its competencies in
questions of sustainability and social responsibility
on an ongoing basis – for the benefit of its stake-
holders and the environment.
The way Komax is perceived by its customers, business partners, shareholders, and other stakeholders
depends to a significant extent on the conduct of its employees. For this reason, Komax has a Code of
Conduct that is binding for all employees of the Group and reviewed on a regular basis. It is available in
16 languages.
The Code of Conduct builds on the ethical principles Komax has been applying for many years. It
defines general rules of conduct and addresses issues such as equality of opportunity, conflicts of in-
terest, health and safety, and sustainability. In addition, it defines the five core values – innovation,
customer focus, success, quality, and responsibility – that constitute a key component of the Komax
Group’s identity. All employees are given training on the Code of Conduct when they join the company.
In order to sensitize staff to the Code of Conduct, various measures are implemented on a regular basis,
including web-based training that employees worldwide are required to complete. Violations of this
code are not tolerated, and will have corresponding consequences for the employees concerned. Any-
one who becomes aware of a violation may report this to their line manager, to the HR department, or
to the independent external whistleblowing service.
In its commercial relationships, Komax sets great store by respect, decency, social responsibility,
and consistent adherence to international guidelines. For this reason, Komax has drawn up codes of
conduct for both suppliers and business partners, and where possible makes compliance with these
codes a contractual obligation.
46
ANNUAL REPORT 2020
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
OF THE KOMAX GROUP
5 CORE VALUES
INNOVATION
As a pioneering and visionary company, we
ensure that our business activity has a long-term
focus. We are always open to new ideas and
regularly re-examine our approach. This includes
looking beyond our immediate concerns. We
are willing to take risks – on the basis of knowl-
edge and understanding – in order to reinforce
our leadership in terms of innovation. Following
new paths can lead to mistakes. We realize
and tolerate this because it gives us an oppor-
tunity to become even better. We are increas-
ing our lead by continuing to press ahead
with innovations proactively, quickly, and deter-
minedly while remaining committed to our
usual high quality standards.
CUSTOMER FOCUS
The varying needs of our customers are at
the center of our activities. We listen to them
carefully and ask the right questions. Under-
standing their requirements enables us to keep
on improving. We strive to ensure that our
solutions offer our customers added value, so
that they can increase their efficiency and pro-
ductivity and thus gain a competitive advan-
tage. We are close to our customers, commu-
nicate actively, and foster friendly, long-term
relationships and partnerships based on respect
and esteem.
SUCCESS
We pursue ambitious targets and make an effort
to achieve them every day. As a market and
technology leader we make high demands of
ourselves and strive to find the best solution
for our customers. Our long history of success
encourages us to continue the success story
and create sustainable value. This benefits our
customers, employees, and investors. We want
all these stakeholders to share equally in our
success. We nurture competent, committed
employees who enable us to retain loyal, satis-
fied customers.
QUALITY
Our day-to-day work is driven by quality and
a willingness to examine what we do critically.
We provide our customers with solutions
that fully meet our quality requirements and
supply what we have agreed. This commit -
ment lies at the heart of our long-term, trusting
customer relationships. Our efforts to keep
on getting better include always delivering the
agreed quality and actively asking customers
how we can improve further. It is clear to us that
this creates trust, which is of inestimable value.
RESPONSIBILITY
We take our responsibility towards our custom-
ers, employees, and investors seriously and
act as a reliable, trustworthy partner. Our integ-
rity and ability to keep to our agreements and
meet our deadlines make us stand out from the
crowd. We keep our word and ensure that our
partners and colleagues do so too. A strong
sense of shared responsibility is important to
us and we are careful to foster it. We take
responsibility for our actions, make decisions,
and carry them out. If we pass our responsi-
bility on to others, we do so deliberately and
ensure that they assume it in turn.
47
ANNUAL REPORT 2020
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
Product sustainability
The machines developed by Komax are characterized by their
exceptionally high quality and longevity. The Group’s own global
service network and its collaboration with partners ensure that
these machines are professionally maintained. This has a posi-
tive impact on their performance, value retention, and life span,
and it saves resources generally. Komax also ensures servicing
and the availability of upgrades and replacement parts years be-
yond its contractual obligations. Thanks to their modular con-
struction, the machines can usually be adapted to new techno-
logical developments or changing needs. As a result, numerous
products have been used by customers for decades.
%36
fewer occupational
accidents since
2016/2017
Reduction in consumption of resources
When developing new machines, Komax goes to great lengths to ensure that the consumption of re-
sources is continuously reduced – both in the production process and during the life cycles of the ma-
chines at the factories of its customers. For example, in the past few years, Komax has paid particular
attention to electricity consumption in new machine models. Thanks to the optimization of specific ele-
ments, such as ventilation for cooling a control cabinet, Komax has been successful in reducing energy
consumption of individual machine models. Extrapolated to the level of annual production of these
models, this results in a saving of hundreds of megawatt hours of electricity each year.
Declining consumption of fuel and materials
The wire processing solutions delivered by Komax do not contain any environmentally harmful compo-
nents. In the automotive supply industry, these solutions are used to process wiring for new fuel-saving
drives for various types of hybrid vehicle as well as for the fully electric car (see page 19). Moreover, the
innovative technologies mean that ever smaller wire cross sections and innovative materials such as
aluminum can be machine-processed, thereby contributing to a reduction in vehicle weight and, as a
result, fuel consumption. In addition, automated taping solutions, for example, help Komax’s customers
to use less adhesive tape then they would in the case of manual taping.
Komax commissions independent market research companies to carry out customer satisfaction
analyses on a regular basis. These evaluate the degree of customer loyalty and the extent to which
Komax meets customer expectations, for example. Komax sets particular store by customer feedback
on improvement potential.
In 2011, Komax launched its “Oekomax” program in Switzerland with the aim of continually optimiz-
ing environmental protection. Ever since, a team comprising employees from various areas of the com-
pany has been looking at sustainability issues. The spectrum of themes ranges from campaigns that
motivate employees to be sparing in the use of resources through to ideas as to how the energy effi-
ciency of newly developed machinery can be increased.
48
%5
ANNUAL REPORT 2020
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
Sustainability in procurement
reduction in
consumption of
electricity and
drinking water
by 2021
The company believes in long-term partnerships, and selects sup-
pliers that demonstrate an environmentally aware approach and
whose products conform to sustainability criteria. This is ascer-
tained with the assistance of a supplier evaluation questionnaire,
which evaluates new as well as existing partners on the basis of
uniform criteria. These criteria include the status that suppliers at-
tach to sustainability, quality, price, supply chain, delivery reliabil-
ity, and production technology. Furthermore, in a code of conduct
drawn up specially for suppliers, Komax obliges its suppliers to
comply with legislation and to act in an environmentally aware and
ethical way. Compliance with agreed guidelines and indicators is
reviewed in regular supplier audits. If violations are uncovered, a
supplier partnership may be immediately terminated as a result.
In addition to the investment volume, key criteria when evaluating and selecting new production sys-
tems include energy efficiency, environmental friendliness, and the economical use of resources.
Sustainability in production
A large proportion of Komax Group’s value creation consists of engineering services. The majority of
components are manufactured and supplied by third parties, which means that actual production at
Komax primarily comprises the assembly of components. Accordingly, Komax generates relatively few
emissions compared to other industrial companies.
Highly automated, state-of-the-art production systems are used for strategically important compo-
nents that Komax manufactures in-house. These are based on lean management concepts, the aims of
which include the avoidance of errors and minimization of rejects. The careful and efficient use of re-
sources has top priority: wherever possible, waste materials and wastewater are recycled or disposed
of appropriately, while the volume of waste is reduced continuously thanks to optimization programs.
Operational excellence
Key factors in Komax’s pursuit of operational excellence include safety and the protection of its em-
ployees’ health. Management attaches high priority to this issue, which is why internal processes are
regularly reviewed for safety and health risks. Furthermore, employees are sensitized to possible risks
in the workplace at the individual production sites in a targeted way. The low number of occupational
accidents over a period of many years is testimony to the success of initiatives in this area. In 2020, the
number of occupational accidents across the Komax Group as a whole decreased from 30 to 21. Komax
has set itself the target of reducing occupational accidents by 10% (compared with the average for
2016 and 2017, namely 33 work-related accidents) by 2021. Although Komax has more production sites
and more than 15% more employees than in 2016/2017, the number of occupational accidents has
decreased by 35% in this time frame. The significant decline in occupational accidents in 2020 is attrib-
utable only in part to the intensive awareness-raising work carried out. Another significant factor was
the challenging market situation, which led to a substantial decrease in hours of production at Komax.
That said, Komax had already succeeded in reducing occupational accidents in the preceding years
and is keen to see this positive trend persist so as to significantly exceed the target set for 2021 thanks
to the implementation of a number of measures.
49
ANNUAL REPORT 2020
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
Operational excellence and lean management play a key role at Komax not only in terms of production,
but also with regard to digital transformation. Thanks to very good project planning and a motivated
team, Komax implemented the cloud-based ERP system SAP S/4HANA at its company in Japan in the
space of just six months. In recognition of the high-quality, lean execution of this implementation pro-
ject, Komax received the 2020 SAP Quality Award (Gold) in the Fast Delivery category.
Certification status and integrated management system
The key production locations of the Komax Group, namely in Brazil, China, Germany, France, Switzer-
land, Tunisia, Turkey, Hungary, and the USA, are all ISO 9001-certified. In addition, Komax AG’s sites
in Dierikon and Rotkreuz, as well as Komax SLE in Grafenau, TSK in Porta Westfalica, and SC Thonauer
Automatic in Bucharest, all have ISO 14001 certification. These five sites employ around 940 people. All
have integrated management systems that encompass all company processes, the environment, health
protection, and workplace safety.
Country
Company
Certification
Brazil
China
TSK do Brasil Ltda.
Komax Shanghai Co. Ltd.
Germany
Komax SLE GmbH & Co. KG
France
Austria
TSK Prüfsysteme GmbH
Laselec SA
Thonauer Gesellschaft m.b.H.
Romania
SC Thonauer Automatic s.r.l.
Switzerland
Komax AG
Czech Republic
Thonauer spol. s.r.o.
Tunisia
Turkey
TSK Tunisia s.a.l.
TSK Test Sistemleri Ltd. Şti.
Hungary
Komax Thonauer Kft.
USA
Artos Engineering Company
Komax Corporation
TSK Innovations Co.
ISO 9001
ISO 9001
ISO 9001
ISO 9001
ISO 9001
ISO 9001
ISO 9001
ISO 9001
ISO 9001
ISO 9001
ISO 9001
ISO 9001
ISO 9001
ISO 9001
ISO 9001
ISO 14001
DE AEOC 104360
ISO 14001
ISO 14001
OHSAS 18001
ISO 14001
ISO 45001
Ecologically sustainable
At its various sites, Komax uses renewable energies such as solar or hydroelectric power wherever
possible. For example, in Switzerland – the country in which Komax has the highest production volume
– the company obtains natural energy from Central Switzerland’s RegioMix scheme. Komax also oper-
ates its own photovoltaic power plant on the roof of its new building in Dierikon (see pages 8 and 9) and
its production building in Rotkreuz. The plant in Dierikon will cover the electricity requirement of the new
building for around one month. In order to save on resources, Komax opted for a climate-friendly low-
tech approach that entails using technical solutions such as artificial ventilation, illumination, and motor-
ized shading in the new building. The internal courtyard plays a key role here, as it brings plenty of light
to the inner zone. In addition, as a vertical flue it dissipates warm air and thereby stimulates natural
ventilation via the external facade. Komax uses district heating in Dierikon. Both the newbuild and the
existing buildings have been heated in a CO2-neutral way since 2020.
The move to the new production and development building in Dierikon allowed Komax to reduce its
sites in Switzerland from three to two. This significantly cut the number of trips between the individual
sites, which in turn not only simplified logistics, but also had a positive effect on the CO2 footprint.
50
ANNUAL REPORT 2020
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
Resource and energy savings targets
In collaboration with the Energy Agency of the Swiss Private Sector (EnAW), Komax has established
resource and energy savings targets for its two Swiss sites. For example, by the end of 2021, per capita
electricity consumption is to be reduced by 3% versus the 2018 level (2 923 MWh or 4.7 MWh per cap-
ita). This follows on from a reduction in per capita electricity consumption of approximately 20% be-
tween 2014 and 2018. In 2020 a total of 2 787 MWh (2019: 2 870 MWh) of electricity was consumed,
corresponding to per capita consumption of 4.2 MWh or a reduction of over 10% versus 2018. Use of
the new building in Dierikon led to increased electricity consumption in 2020. However, it was lower
overall owing to the coronavirus pandemic and the associated marked falloff in production capacity
utilization.
Even though it could result in a slight increase in electricity consumption, Komax is promoting e-mobil-
ity at its sites in Dierikon and Rotkreuz. Since February 2019, a total of six charging stations at the two
locations have been available for use by employees and customers for electric vehicles. Flexible work-
ing from home arrangements and the mobility bonus (introduced in 2017) contributed to a reduction in
CO2 emissions. All employees in Switzerland who forego motorized private transport on their journey to
and from work receive CHF 100 a month.
Komax has set itself the target of a 5% reduction in both electricity and drinking water consumption
by 2021 compared to 2017. The Group’s per capita electricity consumption has fallen significantly since
2017 – by 10.3% or 3.9 MWh to 3.5 MWh. Per capita consumption of drinking water at the Swiss loca-
tions witnessed an even more substantial drop since 2017, down 43.4%, or from 7.6 m³ to 4.3 m³. This
substantial decrease can be mainly explained by the fact that due to the coronavirus pandemic, a lot of
short-time working was imposed and the majority of employees were working from home.
Sustainability: key figures
Consumption/accidents1
Electricity in MWh
Electricity per capita in MWh
Number of occupational accidents
Number of occupational accidents
for every 1 000 employees
Consumption/waste2
Drinking water in m³
Drinking water per capita in m³
Paper in kg
Paper per capita in kg
Refuse in kg
Refuse per capita in kg
1 Covering all production sites of the Komax Group.
2 Covering the production sites in Switzerland.
2020
2019
6 327
6 696
3.5
21
3.6
30
11.4
16.0
2 880
4.3
3 959
6.0
4 233
6.2
5 655
8.3
37 900
32 784
57.0
48.0
Over the next few years, Komax will successively expand its reporting on ESG topics. This includes
compiling additional key figures and defining new targets in 2021.
51
ANNUAL REPORT 2020
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
Contribution to regional development
Komax has been firmly rooted in the Canton of Lucerne, Switzerland, since 1975, where it is one of the
region’s biggest employers. The Group is committed to Switzerland as a business location because it
offers a good environment, facilitates very high productivity, and has a large pool of highly qualified labor.
As well as being an important employer in the region, Komax is also committed to advancing young
people in a number of different areas (including education, sport, the arts, and social involvement).
The production and distribution sites that the Group has established around the world since 1975
remain in their original locations, which generates a strong sense of identification with local areas.
Among other things, this manifests itself in the fact that a large number of employees can be recruited
regionally, and preference can be given to local suppliers wherever this is feasible and makes commer-
cial sense.
52
ANNUAL REPORT 2020
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
Attractive employer
At the end of 2020, Komax employed 2 095 staff worldwide (2019: 2 211 staff). In 2020, Komax adapted
its structures at various companies and reduced the headcount according to the market situation. At the
headquarters in Switzerland – by far the largest company in the Komax Group – it was announced in
November that 70 positions were to be downsized, over 40% of which are being reduced through natural
fluctuation and early retirement.
The following table contains approximately 80 employees who were either issued with redundancy
notices or resigned in the last quarter of 2020 and who will not be leaving the Komax Group until during
the first half of 2021.
Personnel expenses in the year under review amounted to CHF 131.0 million, corresponding to an
18.6% decrease versus 2019 (CHF 161.0 million). This significant reduction in costs is connected with
the downsizing and, in particular, short-time working introduced at various companies.
2020
Production
Research and development
Engineering
Marketing and sales
Service
Administration 2
Total headcount as at 31 December 2020
2019
Production
Research and development
Engineering
Marketing and sales
Service
Administration 2
Total headcount as at 31 December 2019
CH 1
Europe 1
Americas 1
Asia 1
Africa 1
Total
212
166
26
170
20
71
665
303
66
107
135
76
99
786
70
6
15
56
62
40
71
26
15
53
61
29
78
0
15
18
17
12
734
264
178
432
236
251
249
255
140
2 095
CH
Europe
Americas
Asia
Africa
Total
224
159
26
191
20
63
683
336
50
121
135
90
90
822
95
5
23
63
65
46
76
27
17
54
65
32
75
0
16
19
17
11
806
241
203
462
257
242
297
271
138
2 211
1 The individual companies and their locations are listed on page 116.
2 Including management and IT.
The companies of the Komax Group ensure that their employees enjoy equal opportunities, equal treat-
ment, and fair employment conditions, receive pay that is in line with the market, and benefits that are
in line with national and industry standards. In 2020, Komax conducted a pay comparison analysis in
Switzerland and had it reviewed and certified by an independent body. The analysis confirmed that
Komax pays women and men an equal wage for equal work. It also corroborated that employees with
equal functions are receiving the same pay. Fair pay is crucial to Komax, so it will continue to ensure
that its pay system is underpinned by equality.
The proportion of women in the Group’s global workforce was 18.7% in 2020 (2019: 20.2%). Komax
is not alone within the industry in having a relatively low proportion of women in its workforce. The main
reason for this phenomenon is the large number of technical positions within the company, for which
the recruitment potential among women is limited.
The Group’s staff turnover rate has been gratifyingly low for many years. In 2020, it amounted to 6.1%
(2019: 8.3%).
53
ANNUAL REPORT 2020
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
Major investment in tomorrow’s workforce
Komax is committed to the training of tomorrow’s professional specialists as a way of safeguarding its
global market and technology leadership. In 2020, 58 apprentices (2019: 51) were undergoing training in
10 professions at the Group’s Swiss sites, and 56 apprentices (2019: 57) were being trained in Germany,
France, and Tunisia. Komax has steadily increased the number of apprenticeships on offer since 2016
– from 74 to 114.
Komax offers its apprentices a wide-ranging training experience. The young professionals are right
at the heart of the action, actively following every step of a machine’s development from inception
through to production readiness. During their training, they get an insight into the various departments’
activities and thus gain an understanding of the numerous processes that take place in a company.
Komax has state-of-the-art workstations as well as well-equipped mechanical workshops and assem-
bly areas for the specific apprenticeship subjects. The budding professionals are supervised by a moti-
vated team of trainers who not only possess strong technical and teaching skills, but also sensitivity to
the social needs of the young people in their charge.
In addition to professional training, Komax also offers apprentices a number of interesting benefits
such as language courses, cultural events, preventive health measures, and its own teambuilding events.
Once apprentices have completed their training, Komax helps them make the transition to full pro-
fessional life, either at the site where they were trained or at one of the company’s locations abroad.
Moreover, the company supports the people it has trained in their professional development and further
vocational training.
54
ANNUAL REPORT 2020
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
Responsibility
Commitment builds trust
Room to maneuver requires
commitment and shared
responsibility. We challenge
our employees. Everyone
takes responsibility.
We take and delegate
responsibility, which forms
commitment between us.
Scope to create change
Room for ideas
We give our employees the
room to maneuver to pursue
their tasks and develop as
individuals. Everyone counts.
We facilitate development.
Togetherness
Inspiration through community
We maintain a valued working
atmosphere with interna -
tio nal character and sense of
to getherness. Everyone is
part of the whole.
We maintain an inspiring
to getherness.
Active employee development
Komax has a very good reputation as an attractive employer, which is partly explained by its corporate
culture. This is characterized by mutual respect, trust, and awareness of the paramount importance of
quality. In addition, the needs of employees themselves are not neglected, despite ambitious targets.
As part of an active staff development policy, Komax organizes regular management seminars and
training for its employees, as well as providing financial support for individual training activities. Each
year, Komax spends around 1% of its personnel budget on training. This figure was not matched in 2020:
the coronavirus pandemic meant that a large number of internal and external training programs could
not take place. Moreover, Komax also encourages international exchanges to allow its staff to gain new
experiences and expand their career perspectives.
As the world’s leading company in automated wire processing, Komax gives its employees the op-
portunity to shape the industry and take control of their careers. Here Komax relies on three principles:
the scope to create change, responsibility, and togetherness.
55
ANNUAL REPORT 2020
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
Young Community@Komax: a platform for young employees
In order to better understand the needs of our younger employees (those under 30) and thereby provide
them with more targeted support, Komax founded the Young Community in Switzerland in 2018. Or-
ganized in the same way as an association, the Young Community is a cross-functional, informal net-
work comprising around 60 employees in the under-30s generation. It offers its members a platform on
which they can communicate their needs relating to their employer and working environment, and de-
velop any necessary measures and solutions. Once a year, the Young Community’s steering committee
discusses with the CEO the themes that it has addressed; it is also responsible for maintaining a direct
line of communication between younger employees and their employer throughout the year.
A multifaceted program involving workshops, specialist talks, and events to strengthen the Commu-
nity is spread across the year. A further core component is the promotion of knowledge exchange and
an understanding of the different activities pursued at Komax. This is achieved, for example, by two
members of the Young Community exchanging roles for half a day. Komax is convinced that the valua-
ble ideas and suggestions coming from the Young Community can help it to develop further as an
employer and spark potential new approaches. This is vital, not least in terms of remaining attractive to
young, talented employees in an increasingly digitalized work world.
Highly motivated employees
Komax systematically measures employee satisfaction in the course of annual performance review
meetings. Staggered over three-year periods, it also carries out employee surveys at its over 30 loca-
tions across the globe. Since anonymity and discretion are the top priority with surveys, Komax com-
missions an independent, neutral firm to conduct them.
The survey was carried out at 16 companies in 2020. Over 1500 employees participated, corre-
sponding to a response rate of more than 80%. A particularly positive takeaway from the findings is the
degree of employee motivation. In the past three years, this indicator has continually improved at a high
level to reach 73 out of 100 points. This is an encouraging figure, even when compared with other inter-
national companies. It is even more significant given the immense strain that Komax and its workforce
were under with the coronavirus pandemic, short-time working, staff reductions, etc. during the survey
period. Komax employees feel most motivated by the friendly and respectful interaction that they have
with one another. Other key factors are the support given by line managers, as well as Komax's stand
on behaving responsibly towards the environment and society. It is also very pleasing to note that 59%
of employees see themselves as ambassadors for Komax and feel an exceptionally strong tie both with
the company and their work.
The per-company results varied. They are to be discussed in workshops, and line managers and
employees will work together to draw up measures for improvement to ensure that motivating factors
continue to be encouraged and demotivating factors are eliminated. The survey will be carried out at the
other companies in the course of the next two years, while it will be the turn of companies polled in 2020
again in three years' time. By then at the latest, it will be possible to see if the jointly defined measures
are having an impact and whether employee satisfaction at Komax has witnessed a renewed increase.
Targeted health promotion
It goes without saying that Komax satisfies all legal requirements with respect to working conditions in
the countries in which it operates. Furthermore, it actively promotes the health of its staff at the various
locations by means of various measures. In Switzerland, for example, staff benefit from the occupation-
al health management scheme fit@work. The focal points of the fit@work initiative are movement, nutri-
tion, and relaxation. Komax helps its employees to improve their physical and mental fitness with a
multifaceted offering that encompasses free sports offers, fruit initiatives, workshops, and specialist
talks. Another key element of fit@work is the employee health survey, which is conducted every three
years.
56
ANNUAL REPORT 2020
INFORMATION FOR INVESTORS
INFORMATION
FOR
INVESTORS
Komax cultivates a policy of open and transparent
communication with its investors. The shareholder
base has doubled in the last four years. At the end
of 2020, 6 281 shareholders were entered in the
share register.
Over the course of 2020, the daily closing price of the Komax share ranged between CHF 122.00 and
CHF 238.80. The year-end closing price was CHF 176.30. This represents a decrease of 25.4% on the
2019 year-end closing price (CHF 236.40). In contrast to the SPI Extra, which was up by 8.1% in 2020,
the Komax share staged only a partial recovery in the year under review following the coronavirus-related
drop in price in the first half of the year. In the past five years, the SPI Extra increased by 67.0%, faring
significantly better than the Komax share, which lost 7.5% in value in the same period.
Share price development (4 January 2016 – 31 December 2020)
in CHF
350
300
250
200
150
100
50
2016
2017
2018
2019
2020
2021
Komax
SPI Extra TR
57
ANNUAL REPORT 2020
INFORMATION FOR INVESTORS
Listing
Komax is listed on SIX Swiss Exchange. The market capitalization of the Komax Group at the end of
2020 was CHF 678.8 million.
ISIN
Security number
Bloomberg code
Thomson Reuters code
CH0010702154
1070215
KOMN SW
KOMN.S
Geographical distribution of shareholdings
The majority of shares not held in Switzerland are held in Germany, the United Kingdom, and the United
States.
30% Cleared shares
8% Other countries
62% Switzerland
Breakdown of shareholders by number of registered shares held
1–100
101–1 000
1 001–10 000
10 001–100 000
> 100 000
Total shareholders
31.12.2020
31.12.2019
3 782
2 212
259
24
4
6 281
4 325
2 493
276
22
4
7 120
The shareholder base decreased by 839 to 6 281 in 2020. Since the end of 2016, when 3 150 shareholders
were entered in the share register, the shareholder base has therefore doubled.
Free float
The free float as defined by SIX Swiss Exchange stands at 100%.
58
%100
free float
ANNUAL REPORT 2020
INFORMATION FOR INVESTORS
Disclosure of shareholdings /
significant shareholders
Under Art. 120 of the Financial Market Infrastructure
Act, FinMIA, anyone who acquires or sells equity se-
curities on their own account and thereby attains, falls
below, or exceeds the threshold of 3%, 5%, 10%,
15%, 20%, 25%, 331∕3%, 50%, or 66²∕3% of the voting
rights in a company (whether or not such rights may
be exercised) is subject to a reporting obligation. In-
formation on these significant shareholders can be
found on page 62 of this report.
The reporting obligation applies to anyone who directly, indirectly, or in concert with third parties
acquires or disposes of shares in a company incorporated in Switzerland whose equity securities are
listed in whole or in part in Switzerland. It also applies to anyone who can exercise the voting rights
attached to such equity securities at their own discretion. Disclosure must be made to the company and
stock exchanges on which the equity securities in question are listed.
Dividend policy
In the strategy, the Board of Directors has defined an attractive dividend policy with a payout ratio of
50%–60% from Group earnings after taxes. In the 2020 financial year, Komax recorded a Group result
after taxes that was negative, at CHF –1.3 million. Consequently, the Board of Directors is proposing to
the Annual General Meeting to be held on 14 April 2021 that the distribution of a dividend be waived, as
in the previous year.
Financial calendar
Annual General Meeting
Half-year results 2021
Preliminary information on 2021 financial year
Annual media and analyst conference on the 2021 financial results
Annual General Meeting
14 April 2021
17 August 2021
25 January 2022
15 March 2022
13 April 2022
59
ANNUAL REPORT 2020
INFORMATION FOR INVESTORS
Komax registered share: key data
Share capital as at 31 Dec.
in TCHF
385
385
385
383
377
2020
2019
2018
2017
20161
Number of shares as at 31 Dec.
Average number of outstanding shares
Key data per share
Par value
Basic earnings
EBITDA
EBIT
Shareholders’ equity
Distribution
Payout ratio
Dividend yield as at 31 Dec.
Share price development
Highest price
Lowest price
Closing price as at 31 Dec.
Average daily trading volume
P/E (price-earnings ratio) as at 31 Dec.
Total return per share
Distribution from prior-year profit
Change in value
Total (total return)
Annual return 3
No.
No.
CHF
CHF
CHF
CHF
CHF
CHF
%
%
CHF
CHF
CHF
No.
CHF
CHF
CHF
%
3 850 000
3 850 000
3 847 510
3 834 482
3 774 148
3 845 655
3 843 352
3 830 864
3 810 276
3 741 364
0.10
–0.34
6.85
2.93
61.42
0.00 2
0.0 2
0.0 2
238.80
122.00
176.30
15 809
–518.5
0.00
–60.10
–60.10
–25.42
0.10
3.44
9.58
6.25
63.53
0.00
0.0
0.0
0.10
13.52
20.52
17.56
73.20
7.00
52.0
3.0
0.10
11.05
17.35
14.45
67.33
6.50
59.2
2.0
0.10
10.34
17.22
14.81
65.23
6.50
63.4
2.6
264.00
329.00
319.50
251.25
165.10
223.00
243.50
180.10
236.40
230.00
319.50
251.25
16 802
13 342
12 274
68.7
17.0
28.9
7.00
6.40
6.50
–89.50
13.40
–83.00
5.83
–25.98
6.50
68.25
74.75
29.75
8 191
24.3
6.00
56.35
62.35
31.99
1 Since the start of 2017, the consolidated financial statements have been drawn up in accordance with Swiss GAAP FER. The 2016 figures
have been revised accordingly.
2 Proposal of the Board of Directors of Komax Holding AG: waiver of distribution.
3 Change on prior-year-end closing price.
Further information on the Komax registered share can be found on the Internet at
www.komaxgroup.com.
60
CORPORATE GOVERNANCE 2020
CONTENTS
CORPORATE
GOVERNANCE
Corporate structure
and shareholders
62
Shareholder
participation rights
70
Changes of control
and defense measures
71
Auditors
71
Information policy
72
Capital structure
63
Board of Directors
65
Executive Committee
69
Compensation,
shareholdings, and
loans
70
61
ANNUAL REPORT 2020
CORPORATE GOVERNANCE
Ensuring good corporate governance is very important to Komax. Objectives in this area include safe-
guarding company value and success in the interest of customers, shareholders, staff, creditors, sup-
pliers, and the public, as well as the provision of transparent, rapid, and simultaneous information to all
stakeholder groups. Komax takes as its starting point the principles and regulations of the “Swiss Code
of Best Practice” of Economiesuisse and the Directive on Information Relating to Corporate Gover-
nance (Directive Corporate Governance, DCG) of SIX Exchange Regulation, and gives account of devel-
opments in this area each year in the Annual Report. The key elements are laid down in the Articles of
Association, the Organizational Regulations, and the Regulations on the Remuneration Committee and
the Audit Committee. In addition, the Board of Directors regularly looks at the issue of corporate gov-
ernance and initiates the corresponding adjustments where appropriate.
1 Corporate structure and shareholders
Corporate structure
The Group structure and subsidiaries belonging to the Group are set out on pages 116 and 117 of the
Annual Report. With the exception of Komax Holding AG, no companies with listed participation secu-
rities form part of the scope of consolidation.
Komax Holding AG, the holding company of the Komax Group, has its headquarters in Dierikon,
Switzerland. Details on the place of listing, market capitalization, security, and ISIN numbers are set out
on page 58 (“Information for investors”).
Major shareholders
Shareholders whose share of the company’s share capital exceeds or falls below the thresholds of
3%, 5%, 10%, 15%, 20%, 25%, 33¹∕3%, 50%, and 66²∕3% have a reporting obligation under the Finan-
cial Market Infrastructure Act (FinMIA). According to the disclosure reports submitted, the company had
the following major shareholders holding more than 3% of the votes as at 31 December 2020:
Shareholder / shareholder group
Max Koch, Meggen, Switzerland
Leo Steiner, Steinhausen, Switzerland
Swisscanto Fondsleitung AG, Zurich, Switzerland
Number of shares
31.12.2020
Share in %
31.12.2020 1
190 285 2
126 954 3
121 233 4
4.942
3.298
3.149
1 The calculation is based on the 3 850 000 registered shares listed in the Commercial Register as at 31 December 2020.
2 Notification of position falling below 5% threshold on 13 March 2018.
3 Notification of breach of 3% threshold on 19 December 2007.
4 Notification of breach of 3% threshold on 29 December 2020.
All shareholdings reported to Komax Holding AG and the Disclosure Office of SIX Swiss Exchange
during the 2020 financial year as per Art. 120 of the Financial Market Infrastructure Act have been
published on SIX Swiss Exchange AG’s electronic publication platform, and can be viewed at
www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html.
Cross-shareholdings
There are no cross-shareholdings.
62
ANNUAL REPORT 2020
CORPORATE GOVERNANCE
385 000.00
0.00
0.00
2 Capital structure
Capital
in CHF
Ordinary capital
Conditional capital
Authorized capital
Further details are provided in the sections below.
Authorized and conditional capital in particular
For details on conditional capital, please see page 111 of the consolidated financial statements of Komax
Holding AG as well as Art. 3.2 of the Articles of Association.
The Annual General Meeting of 13 May 2009 approved the creation of new conditional capital up to
a maximum of CHF 18 000, thereby allowing the share capital of the company at that time to rise by up
to CHF 46 248 to cover the exercising of option or subscription rights issued as part of the Executive
and Employee Participation Programs of Komax Holding AG. The allocation of options was undertaken
in a framework determined by the Remuneration Committee. The option plan of Komax Holding AG was
authoritative. The individual allocation of options was at the discretion of the Board of Directors and
Executive Committee. The last options were allocated in 2014. Further information on the Komax
Group’s employee participation programs can be found on pages 80 and 81 and 119 to 121 of the
Annual Report.
The last shares were created from the conditional capital in 2019, with the Commercial Register
notified of their existence within the period stipulated in Art. 653h of the Swiss Code of Obligations.
Komax Holding AG has had no conditional capital since this time. Nor does it have any authorized capital.
Capital changes
Details of capital changes in 2019 and 2020 can be found on page 90 of the financial section of this
Annual Report. The corresponding information for 2018 can be found on page 86 of the financial section
of the 2019 Annual Report.
Shares, participation certificates, and bonus certificates
As at 31 December 2020, Komax Holding AG had fully paid-up capital of CHF 385 000.00 and distributed
over 3 850 000 registered shares with a par value of CHF 0.10 each. Each registered share entitles the
holder to vote at the Annual General Meeting as long as the shareholder is listed in the share register as
a “voting shareholder” (see also “Restrictions on transferability of shares and nominee registrations” on
page 64). Registered shares are fully entitled to receive dividends. Komax Holding AG has not issued
any participation certificates or bonus certificates.
Restrictions on transferability of shares and nominee registrations
The Komax Holding AG share register is divided into the categories of “non-voting shareholders” and
“voting shareholders.” “Non-voting shareholders” may exercise all property rights, but not the right to
vote or rights associated with that of voting. “Voting shareholders” may exercise all rights associated
with the share (Articles of Association, Section 6 para. 2).
Registration of an acquirer of shares as a “voting shareholder” may be refused under Komax Holding
AG’s Articles of Association (Section 6 para. 4) if, as a result of such recognition, the acquirer would
directly or indirectly hold more than 15% of the total number of shares recorded in the Commercial
Register. Legal entities and groups with joint legal status that are connected through capital, voting
rights, management, or in some other manner, along with all natural persons, legal entities, and groups
with joint legal status that act in concert by virtue of agreement, syndicate, or in some other manner, are
63
ANNUAL REPORT 2020
CORPORATE GOVERNANCE
regarded as a single acquirer for the purposes of this provision. This limitation also applies in the case
of the acquisition of registered shares through the exercising of subscription rights, option rights, or
conversion rights. No requests for an exception were made in the year under review. This restriction
does not apply to the acquisition of shares through inheritance, division of an estate, or joint marital
property.
Komax Holding AG’s Articles of Association (Section 6 paras. 5 and 6) also empower the Board of
Directors to refuse entry in the share register if the acquirer does not expressly declare, at the request
of the Board, that the shares were acquired in his/her own name and for his/her own account. Nominees
are listed in the share register as “non-voting shareholders.” After hearing the affected party, Komax
Holding AG may delete entries in the share register if such entries occurred in consequence of false
statements by the acquirer. The acquirer must be informed of the deletion immediately.
Convertible bonds and options
Komax Holding AG has no outstanding convertible bonds and there are no longer any option programs
for employees (see previous page, section “Authorized and conditional capital in particular”, as well as
page 119).
Management transactions
The Listing Rules of SIX Swiss Exchange stipulate a disclosure obligation for management transactions.
The Board of Directors has issued a set of regulations to comply with these provisions. Members of the
Board of Directors and Executive Committee have a disclosure obligation towards the company in this
respect. No notifications were submitted in the 2020 financial year (2019: 3 notifications).
At www.six-exchange-regulation.com/en/home/publications/management-transactions.html (website
of SIX Swiss Exchange) published notifications can be found.
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3 Board of Directors
The Board of Directors comprised six individuals as at 31 December 2020. No member of the Board of
Directors was a member of the Executive Committee in the three financial years prior to the reporting
period, and no member of the Board of Directors has any material business relationship with any Group
companies.
Members of the Board of Directors
Beat Kälin, Chairman
David Dean, Vice Chairman
Andreas Häberli
Kurt Haerri
Mariel Hoch
Roland Siegwart
AC: Audit Committee
RC: Remuneration Committee
Appointed
Term expires
Committees
2015
2014
2017
2012
2019
2013
2021
2021
2021
2021
2021
2021
RC (Chairman)
AC (Chairman)
RC
AC
AC
RC
There are no cross-involvements among the Board of Directors. Biographies of the individual Board
members and details of their other activities and interests are provided on pages 42 and 43 of the
Annual Report.
Statutory regulations with respect to the number of permissible activities
as per Art. 12 para. 1 point 1 ERCO
According to Section 21 para. 3 of the Articles of Association, the number of permissible mandates of
members of the Board of Directors in the highest management or administrative bodies of legal entities
that are obliged to have themselves entered in the Commercial Register or in a corresponding foreign
register and that are not controlled by the company or do not control the company, shall be
– four additional mandates for listed companies,
– five additional mandates for non-listed companies, and
– five additional mandates for charitable organizations,
as long as this does not involve any breach of statutory provisions and, in particular, of the due diligence
obligations of the Board of Directors. Mandates with different companies that belong to the same cor-
porate group count as a single mandate. Mandates undertaken by a member of the Board of Directors
at the behest of a Group company or to exercise an office under public law are not covered by the re-
striction on additional mandates described above.
The assumption of mandates other than those stipulated above is permissible without numerical
restriction, as long as these mandates are unremunerated and do not interfere with the Board member’s
fulfilment of his/her obligations in respect of the company. The reimbursement of expenses does not
count as compensation.
Election and term of office
According to the Articles of Association (Section 14 para. 1), the Board of Directors consists of three to
seven members. It is predominantly composed of independent, non-executive members, who are elect-
ed individually by the Annual General Meeting for a term lasting until the end of the next Annual Gener-
al Meeting. The Annual General Meeting also elects the Chairman. Members may be re-elected. There
is no restriction on the length of a member’s term of office. The Articles of Association provide no reg-
ulations regarding the appointment of the Chairman and the members of the Board of Directors that
deviate from statutory provisions.
The Chairman and all other members of the Board of Directors will be proposed for re-election at the
next Annual General Meeting on 14 April 2021.
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Internal organization
The Board of Directors consists of the Chairman and a maximum of six other Board members. With the
exception of the Chairman, who is elected by the Annual General Meeting unless that position becomes
vacant during the year, the Board of Directors organizes itself. If the office of Chairman becomes vacant
during the period of office, the Board of Directors will nominate a new Chairman for the remaining peri-
od of office, whereby this person must be an existing member of the Board of Directors.
The Chairman is responsible for chairing meetings. The Board of Directors additionally appoints a
Secretary, who does not need to be a member of the Board of Directors. The Board of Directors meets
as often as business requires, but no less than four times per year. It convenes at the invitation of the
Chairman. Each member of the Board of Directors is also entitled to demand that a meeting be called
to discuss a particular topic. In this case, the Chairman convenes the meeting within 14 days of receiv-
ing the request.
The Board of Directors is deemed to have a quorum if an absolute majority of its members are pres-
ent in person. The resolutions of the Board of Directors are adopted by an absolute majority of votes
present. In the event of a tie, the Chairman casts the deciding vote. All resolutions are minuted. In cas-
es of urgency, a meeting of the Board of Directors may be held by telephone or other appropriate me-
dium. Resolutions by circular letter are permissible provided no Board member calls for verbal discus-
sion.
Five ordinary meetings as well as seven extraordinary meetings of the Board of Directors were held
in 2020. All Board members were present at all meetings. On average, these meetings lasted around five
hours. However, these average times pertain to the actual duration of the meetings themselves, and do
not take into account the preparatory and follow-up work done by the individual members. Within the
Board of Directors, there are two committees that are exclusively made up of non-executive Board
members.
Every year, the Board of Directors undertakes an evaluation of its own work as well as that of its
committees. In addition, it regularly scrutinizes the composition of the Board.
– Remuneration Committee
This Committee amalgamates the tasks of a remuneration and nomination committee. The Remunera-
tion Committee consists of a maximum of three non-executive members. The Committee is elected
by the Annual General Meeting. The members’ term of office ends with the conclusion of the next
Annual General Meeting. Re-election is permissible. The current members are Beat Kälin (Chair), Andreas
Häberli, and Roland Siegwart. The Board of Directors is proposing to the Annual General Meeting of
14 April 2021 that the three existing members be re-elected.
The Articles of Association provide no regulations regarding the appointment of Committee mem-
bers that deviate from statutory provisions. If a member leaves the company prior to completing his
term of office, the Board of Directors will appoint a replacement from among its number for the remain-
ing period of office.
The Remuneration Committee meets as often as business requires, but at least twice a year. The
invitation, which contains details of the agenda items, is issued in writing at least ten days prior to the
meeting. The CEO and other members of the Executive Committee may attend these meetings in an
advisory capacity. However, they do not take part in discussions concerning their own compensation.
The Committee Chairman reports to the Board of Directors on the activities of the Committee after every
meeting. The minutes of Committee meetings are made available to members of the Board of Directors.
In 2020, the Committee held two ordinary meetings; in each case, all members were present. On
average, these meetings lasted a good four hours. These average times do not include the preparatory
and follow-up work done by the individual members.
The tasks of the Remuneration Committee include supporting the Board of Directors in the fulfilment
of the compensation and staff policy duties assigned to it by current legislation and the Articles of As-
sociation. In particular, the Remuneration Committee puts forward proposals on remuneration policy
and prepares all relevant decision-making material for the Board of Directors with respect to the ap-
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pointment and remuneration of members of the Board of Directors and the Executive Committee. The
detailed tasks and competencies of the Remuneration Committee are formulated in a set of Regulations
for the Remuneration Committee. Further details on the Remuneration Committee can be found in the
Compensation Report on pages 73 to 85.
– Audit Committee
The members of the Audit Committee are David Dean (Chair), Kurt Haerri, and Mariel Hoch. The Com-
mittee meets at least twice a year. Two ordinary meetings took place in 2020, with all members being
present on both occasions. On average, these meetings lasted four hours. These average times do not
include the preparatory and follow-up work done by the individual members.
The tasks of the Audit Committee include the overall supervision of the external and internal auditors,
as well as financial reporting. The Audit Committee sets out the scope and schedule of the audits to be
carried out by the two auditing bodies and also coordinates their work.
Both the external and internal auditors draw up a report on their audit work, and the Audit Committee
monitors the implementation of the audit findings. Furthermore, the Audit Committee evaluates the re-
liability of the internal control system and risk management, and acquires a picture of the extent to which
statutory and internal regulations are being adhered to (compliance).
The CEO and the CFO both attend meetings of the Audit Committee. The external auditor is invited
to attend. The CFO represents the internal audit unit. Both bodies have access to the minutes of the
meetings of the Board of Directors and Executive Committee. The detailed tasks and competencies of
the Audit Committee are set out in the Organizational Regulations for the Audit Committee.
Definition of areas of responsibility
According to Art. 716a para. 1 CO and Section 19 of the Articles of Association, the Board of Directors
must fulfill the following tasks:
– Overall management of the company and issuance of the necessary directives
– Defining the company’s organizational structure
– Determining the principles of accounting, financial controlling, and financial planning,
insofar as this is necessary for the management of the company
– Appointing and removing the persons entrusted with managing and/or representing the
company
– Ultimate supervision of the persons entrusted with managing the company, specifically
with respect to prevailing legislation, the Articles of Association, regulations, and directives
– Producing the Annual Report, making preparations for the Annual General Meeting, and
executing the resolutions passed by the Annual General Meeting
– Drawing up the Compensation Report
– Informing the courts in the event of excessive indebtedness
– Passing resolutions on supplementary contributions for shares not fully paid in
– Resolutions for the approval of capital increases and the resulting amendments to
the Articles of Association
The tasks, obligations, and powers of the Board of Directors, its Chairman, and the Committees are set
out in detail in the Articles of Association, the Organizational Regula tions of Komax Holding AG, and the
Regulations for the Remuneration Committee and the Audit Committee. These also define the rights,
obligations, and competencies of the CEO and Executive Committee. The relevant regulations are re-
viewed on a regular basis and amended where necessary. The most recent adjustments have been in
force since 13 June 2019.
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To the extent permitted by law and by the Articles of Association, the Board of Directors has delegated
operational management of the company to the CEO of the Komax Group. The Executive Committee is
made up of the CEO, CFO, and four further members. The members of the Executive Committee are
appointed by the Board of Directors at the proposal of the Remuneration Committee.
Information and control instruments in respect of the Executive Committee
The CEO informs the Board of Directors at each ordinary meeting about the course of business, the
Group’s most important transactions, and the status of the tasks delegated to the Executive Commit-
tee. In addition, the key data generated by the management information system (MIS) is discussed at
length with the CEO and CFO at these meetings. The Board of Directors is provided with full details of
the current course of business and the financial situation of the Group between each meeting. In addi-
tion, the Chairman of the Board of Directors and the CEO are in regular contact to discuss important
questions of company policy.
The risks associated with the Group’s commercial activities are systematically identified, ana lyzed,
monitored, and managed through an institutionalized risk management function. These risks are amal-
gamated into groups according to their nature, namely general external risks, business risks, financial
risks, risks arising in connection with corporate governance, trade compliance, and IT risks. The Ex-
ecutive Committee is responsible for the operational side of risk management, whereby specially ap-
pointed process owners are assigned responsibility for the management of key individ ual risks. These
process owners take specific measures and monitor their implementation. Every year, the Executive
Committee informs the Audit Committee of the risks identified and measures taken as part of risk man-
agement activities.
The MIS of the Komax Group is organized as follows: each subsidiary’s key balance sheet and prof-
it and loss figures are compiled and consolidated once a month. The subsidiaries’ balance sheets,
income statements, cash flow statements, and various indicators are compiled and consolidated on a
quarterly, half-yearly, and yearly basis. A comparison is then made with the previous year and the
budget. The budget forecast is checked for attainability against the quarterly statements for each indi-
vidual company and on a consolidated basis.
Using key controls, the internal control system (ICS) ensures proper and efficient management, safe-
guards assets, prevents and identifies offences and errors, and ensures accurate and complete
accounting records as well as timely preparation of reliable financial information. A report setting out the
results of these investigations and the corresponding measures taken is submitted to the Audit Com-
mittee.
The internal audit function evaluates the effectiveness of the ICS as well as of management and
monitoring processes. It also supports the Executive Committee in the risk management process. Inter-
nal audit duties are performed by the Finance & Accounting unit of Komax Management AG, Dierikon.
This unit scrutinizes the individual operating units of the Group and the various business areas of the
parent entity at regular intervals, and on the basis of an annually updated audit plan. The internal audi-
tors report the results of their investigations to the Audit Committee. The Audit Committee reviews and
approves the scope of the audit, the audit plan, and the corres ponding responsibilities. It also decides
on any measures to be implemented as a result of internal audit findings.
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4 Executive Committee
The Executive Committee is made up of the CEO, CFO, and four further members.
Matijas Meyer, CEO
Andreas Wolfisberg, CFO
Jürgen Hohnhaus
Tobias Rölz
Marc Schürmann
Marcus Setterberg
Function exercised since
2015
1996
2020
2020
2019
2019
Effective 1 January 2020, there was a change in the Executive Committee: Jürgen Hohnhaus replaced
Günther Silberbauer. The Executive Committee was expanded from five to six members from 1 July 2020,
with Tobias Rölz as a new addition to the Committee. Biographies of the individual members of the Exec-
utive Committee are provided on pages 44 and 45.
Other activities and interests
Aside from the mandates listed on pages 44 and 45, the members of the Executive Committee did not
exercise any activities on management or supervisory bodies of significant Swiss and foreign corporate
entities, institutions, or foundations under private or public law outside the Komax Group as at 31 De-
cember 2020.
Statutory regulations with respect to the number of permissible activities
as per Art. 12 para. 1 ERCO
According to Section 26 para. 1 of the Articles of Association, the number of permissible mandates of
members of the Executive Committee in the highest management or administrative bodies of legal
entities which are obliged to have themselves entered in the Commercial Register or in a corresponding
foreign register and which are not controlled by the company or do not control the company shall be
– two additional mandates for listed companies,
– two additional mandates for non-listed companies, and
– five additional mandates for charitable organizations,
as long as this does not involve any breach of statutory provisions and in particular the applicable due
diligence obligations and the duty of loyalty. Mandates with different companies that belong to the same
corporate group count as a single mandate. Mandates undertaken by a member of the Executive Com-
mittee at the behest of a Group company are not covered by the additional mandate restriction.
Executive Committee members may not accept any of the above-mentioned mandates without the
prior written approval of the Board of Direct ors. The assumption of mandates other than those stipulat-
ed above is permissible without numerical restriction, as long as these mandates are unremunerated
and do not interfere with the Executive Committee member’s fulfilment of his obligations regarding the
company. The reimbursement of expenses does not count as compensation.
Management contracts
No management agreements exist with companies or natural persons outside of the Group in relation
to transferred management responsibilities.
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5 Compensation, shareholdings, and loans
Details of compensation, shareholdings, and loans are set out in the Compensation Report on pages 73
to 85 of this Annual Report.
6 Shareholder participation rights
The fundamental participation rights of shareholders are set out in the Swiss Code of Obligations
(CO) and supplemented by the provisions of the company’s Articles of Association. There are no
regulations on participation in the Annual General Meeting that deviate from statutory provisions.
The Articles of Association of Komax Holding AG are available in electronic form on the website
www.komaxgroup.com/articles-of-association.
Voting rights and representation restrictions
Shareholders registered in the Komax Holding AG share register are entitled to vote; each share is
entitled to one vote. Treasury shares do not confer the right to vote. No single shareholder may directly
or indirectly exercise the votes of more than 15% of the total number of shares recorded in the Com-
mercial Register for his/her own registered shares and shares voted by proxy. Legal entities and groups
with joint legal status that are connected through capital, voting rights, management, or in some other
manner, along with all natural persons, legal entities, and groups with joint legal status that act in con-
cert by virtue of agreement, syndicate, or in some other manner, are regarded as one person for the
purposes of this provision. Representation by the independent proxy remains reserved.
Shareholders may be represented at the Annual General Meeting by another shareholder with voting
rights on the basis of a written power of attorney, and by the independent proxy on the basis of an
electronic or written power of attorney. The Chairman of the Annual General Meeting shall decide on the
permissibility of representation. The independent proxy is elected by the Annual General Meeting up
until the end of the next Annual General Meeting. The Articles of Association provide no regulations
regarding the appointment of the independent proxy that deviate from statutory provisions. The statu-
tory voting rights limitation may be removed by a resolution by the Annual General Meeting. Such a
resolution must be carried by an absolute majority of voting shares represented.
Statutory quorums
The Annual General Meeting votes and passes its resolutions with the absolute majority of votes repre-
sented, unless prevailing legislation or the Articles of Association contain mandatory provisions under
which resolutions have to be passed in a different way. In addition to the resolutions specified in CO Art.
704, under the Articles of Association of Komax Holding AG, a two-thirds majority of votes cast and an
absolute majority by value of shares voted is required to dismiss members of the Board of Directors.
Convocation of the Annual General Meeting of shareholders and agenda
The convocation of the Annual General Meeting is governed by applicable law. Shareholders rep-
resenting at least 1% of the share capital can request that items be placed on the agenda for discussion
by submitting the proposed motions in writing by the deadline published by the company.
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Entries in the share register
Any person acquiring shares is listed as a “shareholder with voting rights” up to a maximum of 15% of
the total number of shares published in the Commercial Register. Any person owning more than 15%
of the published shares will be entered as a “non-voting shareholder” for the portion in excess of 15%
(Komax Holding AG Articles of Association, Section 6 para. 4; see also “Restrictions on transferability
of shares and nominee registrations” on page 63).
Invitation to the Annual General Meeting of 14 April 2021
In accordance with the Swiss Federal Council’s COVID-19 Ordinance 3, the Board of Directors decided
that the Annual General Meeting of 14 April 2021 will take place without any shareholders physically
present. Shareholders are thus able to exercise their powers in respect of voting and electing solely via the
independent proxy. All shareholders registered in the Komax Holding AG share register as at 5:00 p.m.
on 7 April 2021 are entitled to vote in respect of the voting shares registered in their name.
Shareholders registered on 10 March 2021 will receive an invitation indicating the proposals of the
Board of Directors as well as a proxy form for issuing instructions to the independent proxy. Shareholders
who acquire shares later and whose registration application is re ceived by the Komax Holding AG share
register no later than 7 April 2021 will receive the invitation and the proxy form at a later date.
7 Changes of control and defense measures
Duty to make an offer
Upon reaching or exceeding a threshold of 33¹∕3, a shareholder must submit an offer to all shareholders
for the purchase of their shares (Art. 135 FinMIA). The Articles of Association do not contain any opting-
out or opting-up regulations.
Clauses on change of control
At the Komax Group, change-of-control clauses are not included in employment contracts. However,
the members of the Board of Directors, Executive Committee, and middle management are entitled to
exercise their share-based remuneration in part or in full, without regard to the applicable time limits, in
the event of a change in control.
8 Auditors
Duration of the mandate and term of office of the lead auditor
PricewaterhouseCoopers AG, Basel, has been the statutory auditor of Komax Holding AG and the
Komax Group’s consolidated financial statements since 1994. Pursuant to the provisions of the Swiss
Code of Obligations, the lead auditor is replaced after a maximum term of seven years. The lead auditor
has been responsible for the audit mandate since 2017.
Audit fee
PricewaterhouseCoopers invoiced the Komax Group CHF 617 278 in the 2020 financial year for services
in connection with auditing the annual statements of Komax Holding AG and the Group companies, as
well as the consolidated statements of the Komax Group.
Additional fees
During the 2020 financial year, PricewaterhouseCoopers invoiced additional fees amounting to a total
of CHF 175 195. This breaks down into fees of CHF 154 967 for tax and legal advice and CHF 20 228 for
transaction services and other consultancy fees.
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Information instruments of the external audit
The Audit Committee is responsible for evaluating the external auditors, who submit an audit report to
the Board of Directors and senior management. At least two consultations are held each year between
the external auditors and the Audit Committee, at which the material findings for each company (man-
agement letters) and the consolidated financial statements covered by the audit report are discussed in
detail. The auditors also explain the audits conducted (audit and review) for each company along with
recent changes in Swiss GAAP FER standards and their impact on the Komax Group’s consolidated
annual statements.
The ser vices provided by the statutory auditors are evaluated by the Audit Committee on the basis
of the quality of reporting and the audit reports, the implementation of the audit plan, and the level of
cooperation with the internal audit team. The independence of the auditors is verified by comparing the
fee for additional services charged by the external auditors with the audit fee, taking into account the
scope of these additional services.
9
Information policy
Komax Holding AG informs all stakeholders transparently, rapidly, and simultaneously. The CEO, CFO,
and the Head of Investor Relations/Corporate Communications are available as contact partners for
information purposes.
The consolidated financial statements are compiled in conformity with Swiss GAAP FER standards.
Komax Holding AG publishes comprehensive financial results twice a year, for the first half and the full
year. In addition to the financial results, shareholders and the financial markets are also regularly in-
formed of significant changes and developments.
Komax Holding AG publishes facts relevant to its share price in conformity with the disclosure poli-
cies of SIX Swiss Exchange Ltd. (ad hoc publicity, Art. 53 of the Listing Rules). The Listing Rules can be
downloaded at www.six-exchange-regulation.com. The official publication for company notices is the
“Swiss Official Gazette of Commerce” (“Schweizerisches Handelsamtsblatt”).
Information on share price trends, annual and half-year reports, the financial calendar, the minutes
of the most recent Annual General Meeting, media releases, and Komax Holding AG’s Articles of Asso-
ciation and Organizational Regulations are available at www.komaxgroup.com. Media and analyst con-
ferences are held at least once a year. Anyone who wants to receive all media releases of Komax
Holding AG by e-mail should sign up to the mailing list on the Komax website.
Contact
Komax Holding AG
Roger Müller
Vice President Investor Relations/Corporate Communications
Industriestrasse 6
6036 Dierikon
Switzerland
Phone +41 41 455 04 55
roger.mueller@komaxgroup.com
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COMPENSATION REPORT 2020
CONTENTS
COMPENSATION
REPORT
Introduction by the
Chairman of the
Remuneration Committee
74
Tasks and competencies
of the Remuneration
Committee
75
Provisions of the
Articles of Association
on compensation
76
Compensation and
shareholdings of
the Board of Directors
in 2020 (audited)
82
Compensation and
shareholdings of
the Executive Committee
in 2020 (audited)
83
Report of the auditors
85
Principles of
compensation policy
77
Structure of the
compensation system
78
This Compensation Report provides an overview of the compensation policy and compensation
systems of Komax Holding AG, as well as the principles used to determine the compensation of the
Board of Directors and the Executive Committee. In addition, the compen sation paid in 2020 is
disclosed in detail. The Compensation Report has been drawn up in accordance with the provisions
of the Ordi n ance against Excessive Remuneration in Listed Companies Limited by Shares (ERCO),
the Directive Corporate Governance (DCG) of SIX Swiss Exchange, and the principles of the
“Swiss Code of Best Practice for Corporate Governance” of Economiesuisse.
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COMPENSATION REPORT
1
Introduction by the Chairman of the Remuneration Committee
Dear Shareholder,
The coronavirus pandemic hit Komax hard, posing a huge challenge for employees and management in
the 2020 financial year. A very swift response by the Executive Committee in the form of comprehensive
cost-saving measures meant that, despite everything, EBIT was positive. Under the circumstances, this
was far from a foregone conclusion and testifies both to the considerable efforts of the Executive Com-
mittee and to the robustness of the Komax business model. 2020 was an intense year for the Board of
Directors too, as underscored not least by the five ordinary and seven extraordinary Board meetings
held. To avoid causing additional costs, the members of the Board of Directors did not claim atten-
dance fees for the extraordinary meetings. The Board also relinquished 20% of its fixed fee from May
to December 2020.
In 2020, the Remuneration Committee addressed personnel issues and adapted specific aspects of
the remuneration systems of the Board of Directors and Executive Committee. On behalf of the Remuner-
ation Committee, I would like to provide you with more detail on this in the following paragraphs. During
the first half of the year, the Remuneration Committee examined the Komax Group’s management
structure. Komax’s objective is to expedite internal and external digitalization even more rigor -
ously, with a focus on sales and service in order to generate additional competitive advantages for
customers. Against this backdrop, Tobias Rölz, previously Vice President Global IT & Digital Business
at Komax, was promoted to the Executive Committee effective 1 July 2020 and appointed head of the
new Market & Digital Services unit. The number of Executive Committee members thus rose to six as
of mid-2020.
The remuneration system of the Board of Directors will be modified slightly as of 2021 in that atten-
dance fees will no longer be paid, regardless of how many ordinary and extraordinary meetings are held.
Instead, the fixed fee will be increased to the amount paid out under the previous system for six meet-
ings of the Board of Directors. Membership in a committee will be remunerated with a fixed fee equiv-
alent to the previous attendance fees for two meetings. The long-term incentive component under the
Executive Committee remuneration system is to be broader based. With effect from the three-year
planning period beginning in 2021, RONCE is to be replaced as performance target by three perfor-
mance indicators of equal value: revenue growth, EBIT margin, and TSR (total shareholder return) com-
pared with a peer group. The Board of Directors has decided not to factor the 2020 RONCE into the
calculation of the target attainment levels for the long-term remuneration plans that are already running,
since the Executive Committee cannot be held responsible for the very low figure in the light of the
coronavirus pandemic.
You will be able to vote on the present Compensation Report at the Annual General Meeting of
Shareholders on 14 April 2021. Your vote on this and on the proposed maximum possible total com-
pensation for the Board of Directors and the Executive Committee for the 2022 financial year is impor-
tant to us. We have pursued a moderate remuneration policy for many years and I can assure you that
nothing is changing in this respect. The Remuneration Committee is very much aware of the consider-
able responsibility it bears in the execution of its mandate. You can find detailed information on our
compensation model and the compensation granted to the Board of Directors and the Executive Com-
mittee in 2020 on the following pages.
Yours sincerely,
Dr. Beat Kälin
Chairman of the Remuneration Committee
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COMPENSATION REPORT
2 Tasks and competencies of the Remuneration Committee
Under the Articles of Association, Organizational Regulations, and Regulations of the Remuner ation
Committee of Komax Holding AG, the Remuneration Committee is the supervisory body for staff and
compensation policy within the Komax Group. The Committee amalgamates the tasks of a remunera-
tion and nomination committee.
It has the following responsibilities and competencies:
– Development and regular review of staff policy and compensation policy, including the
principles of variable compensation and shareholding program
– Annual review and determination of the maximum total compensation amounts payable to
the Board of Directors and the Executive Committee, as well as preparation of the related
proposals to the Annual General Meeting
– Proposal on the individual compensation payable to members of the Board of Directors and
the CEO within the limits approved by the Annual General Meeting
– Resolutions on the compensation payable to the other members of the Executive Committee
within the limits approved by the Annual General Meeting
– Succession planning for the Board of Directors, Executive Committee, and other key functions
– Annual assessment of the independence of the members of the Board of Directors
– Annual assessment of the performance of the CEO and the members of the Executive
Committee
– Preparation of the Compensation Report
The Committee monitors and regularly discusses trends and developments in the area of compensation,
including any changes to statutory provisions or changes to provisions on corporate governance.
Delineation of competencies
Compensation policy, including the principles of variable compensation and
participation program
Maximum total compensation for the Board of Directors and
the Executive Committee
Individual compensation of the members of the Board of Directors
Evaluation of the performance of the CEO
Compensation of the CEO
Evaluation of the performance of the other members
of the Executive Committee
CEO
Committee
BoD
AGM
proposes
approves
proposes
submits
proposes
approves
proposes
approves
proposes
approves
approves
(binding vote)
proposes
approves
Individual compensation of the other members of the Executive Committee
proposes
approves
Compensation Report
proposes
approves
confirms
(advisory
vote)
Under the Articles of Association, the Remuneration Committee consists of a maximum of three
non-executive members of the Board of Directors. The Committee is elected by the Annual General
Meeting. The members’ term of office ends with the conclusion of the next Annual General Meeting.
Re-election is permissible. The 2020 Annual General Meeting elected Beat Kälin (Chairman), Andreas
Häberli, and Roland Siegwart to the Committee.
The Remuneration Committee meets as often as business requires, but at least twice a year, gener-
ally in March and December. Compensation issues are discussed at the March meeting. These discus-
sions include the assessment of the individual performance of the CEO and other members of the
Executive Committee for the previous year, the determination of the individual compensation payable
to members of the Board of Directors and the Executive Committee, and the approval of the Compen-
sation Report. At the December meeting, staffing questions are discussed, along with corporate gov-
ernance issues. In addition, the performance targets for the CEO and the other members of the Execu-
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ANNUAL REPORT 2020
COMPENSATION REPORT
tive Committee are set for the following year. In the reporting year, the Committee held two ordinary
meetings; in each case, all members were present. The Chairman of the Committee may invite the CEO
and other members of the Executive Committee to meetings in an advisory (non-voting) capacity. How-
ever, they do not take part in discussions concerning their own performance and compensation. The
Committee Chairman reports to the Board of Directors on the activities of the Committee after every
Committee meeting. The minutes of Committee meetings are made available to all members of the
Board of Directors.
Furthermore, the Committee may call in external consultants and draw on their assistance when
fulfilling its duties.
3 Provisions of the Articles of Association on compensation
In compliance with the Ordinance against Excessive Remuneration in Listed Companies Limited
by Shares (ERCO), the Articles of Association contain provisions relating to remuneration, which are
reproduced below in abbreviated form (as an excerpt) and set out in detail in sections 13 and 25 of
the Articles of Association:
Principles for the
compensation of
members of the
Board of Directors
Principles for the
compensation of
members of the
Executive Committee
– Members of the Board of Directors receive fixed compensation in cash as well as in
shares under the company’s employee participation program.
– The calculated value (fair value) of the shares at the time of allocation may not exceed
the amount of compensation paid in cash.
– The Board of Directors determines the conditions that apply to shares.
– The lock-in periods are at least three years.
– Members of the Executive Committee receive a fixed base salary, variable performance-
related compensation, and shares under the company’s employee participation
program.
– The Board of Directors determines the conditions for the performance-related com-
pensation component on an annual basis. These are linked to the attainment of one
or more performance criteria, whereby these criteria are either company-related or
individual in nature.
– The target amount may not exceed 50% of the annual fixed compensation. If targets
are not attained, the performance-related compensation may fall to zero. If all targets
are significantly exceeded, it may go up to a maximum of 100% of the annual fixed
compensation.
– The Board of Directors determines the conditions that apply to shares. The calculated
value (fair value) of the shares at the time of allocation may not exceed 100% of the
annual fixed compensation.
– The lock-in periods are at least three years.
Binding vote on the
compensation paid to
the Board of Directors
and Executive Committee
– The Annual General Meeting holds a separate vote each year on the total amount of
compensation payable to the Board of Directors and to the Executive Committee.
– The vote has binding effect, and applies for the coming financial year to the relevant
total maximum amounts that may be paid to members of the Board of Directors and
the Executive Committee.
Additional sum for pay-
ments to members of
the Executive Committee
appointed after the
binding vote of the AGM
– The additional amount for the compensation of members of the Executive Committee
appointed after the Annual General Meeting may not exceed 30% of the approved total
amount of compensation payable to the Executive Committee.
Pension benefits
– The pension benefits of members of the Executive Committee are only paid within
occupational domestic and foreign pension plans provided by the company or its Group
companies.
– The benefits and the employer contributions are solely drawn from the above-men tioned
occupational plans.
– Retirement benefits are provided solely within the context of the company’s ordinary
pension plans.
The Articles of Association of Komax Holding AG can be found at
www.komaxgroup.com/articles-of-association.
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ANNUAL REPORT 2020
COMPENSATION REPORT
4 Principles of compensation policy
Board of Directors
The members of the Board of Directors only receive fixed compensation. This ensures that they are
independent in their supervision of the Executive Committee. Their compensation is paid in cash and
restricted shares, thereby ensuring alignment with the long-term interests of shareholders. The amount
of compensation reflects the importance of the mandate in question, and is generally based on the
typical levels of compensation paid to board members of other listed Swiss industrial companies of
comparable size and complexity.
Executive Committee
The compensation policy for members of the Executive Committee is determined by the Board of
Directors. It is geared to key principles that take into account the corporate strategy of the Komax
Group, which aims for profitable growth, as well as the company’s wider values with respect to sustain-
ability and social responsibility. The compensation system is intended to provide an incentive to create
and preserve value for shareholders. It is also designed to motivate top managers to achieve exception-
al performance and to retain them in the long term. The amount of compensation awarded reflects the
company’s long-term financial success.
Performance
orientation
A significant proportion of compensation is directly linked to the operating and financial
performance of the company and the attainment of individual objectives.
Alignment with
shareholder interests
A proportion of compensation consists of Performance Share Units, which are intended
to align the interests of management more closely with the long-term interests of
the shareholders. Furthermore, there is a direct correlation between the amount of
compensation paid and the long-term success of the company.
Market comparability
The compensation rates are in line with the market when compared with similar
positions in comparable companies.
Fair compensation
The compensation reflects the job profile, the responsibility, the capabilities, and the
experience of the function holder.
Transparency
The compensation system is straightforward and transparent.
The compensation paid to the Executive Committee is determined on the basis of the following key
factors:
Practice of competitors
Performance
Available financial re -
sources of the company
and market situation
Compensation paid by other international Swiss industrial companies listed on the
SIX Swiss Exchange and included in the SPI Extra. These are companies of comparable
complexity, size, and geographic reach to Komax from the sectors of systems and
mechanical engineering, automation, chemicals, electrical engineering, logistics, and
supply engineering.
The sources used for the benchmark comparison are publicly accessible data such as
compensation reports and the Ethos study on remuneration in Swiss companies. As a
number of benchmark studies had been conducted in 2019 to review the compensation
of Executive Committee members, no benchmark studies were conducted in 2020.
The results of the studies indicate that individual target compensation amounts need to
be increased. This has been addressed in several stages since 2019.
The financial performance of the company and its relevant business areas, and the
attainment of individual targets agreed as part of the annual performance management
process.
Budget-related considerations, inflation, and wage trends in the local market.
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COMPENSATION REPORT
5 Structure of the compensation system
Board of Directors
5.1
The members of the Board of Directors only receive fixed compensation. To strengthen the alignment
of their interests with the long-term interests of shareholders, their compensation is paid partly in cash
and partly in restricted shares.
The amount of compensation depends on the responsibilities of the individual as well as the time
taken up by their mandate, and is based on the following structure:
in CHF
Basic annual
fee
Attendance
fee
Chairman of the Board of Directors
Vice Chairman of the Board of Directors
Member of the Board of Directors
Chairman of a committee
Member of a committee
187 500
75 000
75 000
0
0
5 000
2 500
2 500
5 000
2 500
Annual
allocation of
restricted
shares1
60 000
30 000
25 000
0
0
1 Fixed amount in CHF: is divided by the share price as per allocation date (average closing price over the last 40 trading days
prior to allocation) and rounded up to the nearest number of full shares.
The basic annual fee in cash (incl. expense allowance) and attendance fees are paid out in April and
December for the current calendar year. Restricted shares are allocated at the end of the member’s
period of office shortly before the Annual General Meeting; the lock-in period is three years. In the event
of retirement, death, or disability, the entitlement to restricted shares is calculated on a pro rata tempo-
ris basis. In such cases, the lock-in period may be either continued or rescinded at the discretion of the
Board of Directors. In the event of a change in company control, the lock-in period is automatically
rescinded.
With effect from 2021, attendance fees will no longer be paid for attending Board of Directors and
Committee meetings. Instead, the fixed fee for the individual functions will be increased (Chair, Vice
Chair, and member of the Board of Directors) and the Chair and members of a Committee will now re-
ceive a fixed fee for their additional function.
Additional compensation may be paid for exceptional efforts that cannot be considered part of the
ordinary Board of Directors activity. No such additional compensation was paid in 2020.
The Compensation granted to members of the Board of Directors is subject to the standard social
security deductions. The members of the Board of Directors do not participate in the staff pension plans
of Komax.
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ANNUAL REPORT 2020
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Executive Committee
5.2
In keeping with the principles of performance orientation and alignment with the long-term interests of
shareholders, the CEO and the other members of the Executive Committee receive a fixed salary com-
ponent, a variable, performance-related cash bonus, a long-term incentive component in the form of
Performance Share Units, and occupational benefits.
Fixed compensation
Attract, retain,
motivate
Function, market
comparability
–
Ongoing
Monthly cash
payments
Purpose
Driver
Performance criterion
Period
Instrument
Cash bonus
Long-term
incentive system
Pay for performance
Align with
shareholder interests,
pay for performance
Financial
and individual
performance
Revenues, EBIT,
individual objectives
One year
Yearly cash payment
Function
RONCE
Three years
Performance Share
Units (PSUs)
Retirement savings /
insurance plan
Occupational benefits
Protect against risks
Market comparability –
Ongoing
a) Fixed compensation
The fixed compensation component consists of a fixed base salary and a fixed company car allowance,
to which members of the Executive Committee are entitled according to the current expense regula-
tions. Expense allowances are not included, as these are not considered compensation. The fixed
salary component and the cash bonus for 100% target attainment form the so-called target salary. The
target salary is determined on the basis of the following factors:
– the tasks and responsibilities of the individual functions
– the standard market compensation rate for the function in question (external benchmark)
– an internal peer comparison (internal benchmark)
– the individual profile of the function holder, e.g. skills, capabilities, experience, and
performance
– the company’s available financial resources
b) Cash bonus
The cash bonus depends on the financial performance of the company and the attainment of the indi-
vidually agreed objectives in the year under assessment. The target amount (target bonus) may not
exceed 50% of the annual fixed basic salary for the CEO and all other members of the Executive Com-
mittee. The cash bonus is generally paid out in April of the following year.
CEO and CFO
The cash bonus payable to the CEO and CFO is calculated as follows: 75% on the basis of the financial
performance of the Komax Group and 25% on the basis of individual performance. The reference val-
ues relevant to the 2020 financial year were Group revenues and Group EBIT. The Board of Directors
determines the performance achievement level and the amount of the cash bonus payable to the CEO
annually on the recommendation of the Remuneration Committee. This also forms the basis for deter-
mining the performance achievement level and cash bonus of the CFO, which is likewise determined by
the Remuneration Committee. If performance objectives are not attained, the cash bonus may fall to
zero. If all objectives are significantly exceeded, the cash bonus may amount to a maximum of 175% of
the target bonus, but no more than 100% of annual fixed compensation.
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ANNUAL REPORT 2020
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Other members of the Executive Committee
The cash bonus payable to the other members of the Executive Committee is calculated as follows:
25% on the basis of the financial performance of the Komax Group and 75% on the basis of individual
performance. The reference value relevant to the 2020 financial year was Group EBIT. The performance
achievement level and corresponding bonuses are determined by the Remuneration Committee on the
recommendation of the CEO. If performance objectives are not attained, the cash bonus may fall to
zero. If all objectives are significantly exceeded, the cash bonus may amount to a maximum of 175% of
the target bonus, but no more than 100% of annual fixed compensation.
Target attainment
The attainment of financial targets is evaluated after the end of the financial year; it may fall anywhere
within a bandwidth of 0% to 200%.
The individual performance component is based on the attainment of personal objectives agreed as
part of the annual performance management process. These objectives may be both quantitative and
qualitative (above all strategic) in nature. Strategic objectives may encompass, for example, the opening-
up of new markets, the development of new products, the further development of a center of compe-
tence, and the management of key projects or management objectives. Attainment of individual objec-
tives is evaluated after the end of the financial year and may fluctuate within a range of 0% to 100%.
Financial performance
CEO and CFO
25% revenues (Group)
50% EBIT (Group)
Other members of
the Executive Committee
25% EBIT (Group)
Individual performance
25% individual objectives
75% individual objectives1
Payout bandwidth
0%–175%
0%–175%
1 Attainment of individual quantitative targets can fall anywhere within a bandwidth of 0% to 200%.
To ensure that the Komax Group does not suffer any competitive disadvantage, the Board of Directors
has resolved not to disclose the financial and individual objectives in detail. Any detailed communica-
tion of these objectives would allow competitors to acquire an in-depth insight into Komax’s strategy,
which could in turn jeopardize the implementation of this strategy. The annually defined objectives are
generally very ambitious, and are designed to help the Komax Group achieve its medium-term financial
targets.
c) Long-term incentive system
To ensure that the interests of the Executive Committee are aligned with long-term shareholder inter-
ests, the Komax Group has a long-term incentive system linked to the company’s financial performance.
This plan comprises Performance Share Units (PSUs) with a three-year vesting period that are depen-
dent on the attainment of a performance target (average RONCE figure over three years) and the con-
tinuation of the employment relationship. The Board of Directors determines the allocation amounts in
CHF, taking account of the importance of the function and its impact on corporate results.
Calculation of PSU allocation
The number of PSUs allocated is calculated by dividing a fixed CHF amount by the average closing
share price during the 60 days preceding the start of the vesting period. The allocation may amount to
a maximum of 66²∕3% of the fixed base salary. The actual payout at the end of the vesting period takes
the form of shares, and is dependent on the average RONCE figure over three years compared to the
target determined in advance by the Board of Directors. The payout factor may range between 0% and
150%. The actual value of the allocation at the end of the vesting period therefore depends on the pay-
out factor and the development of the share price over the course of the vesting period.
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ANNUAL REPORT 2020
COMPENSATION REPORT
Shares are definitively issued according to the following vesting rule:
– RONCE figure below threshold value: 0% of PSUs are converted into shares
(forfeiture rate of 100%)
– RONCE figure achieved: 100% of PSUs are converted into shares
– RONCE figure at maximum performance level: 150% of PSUs are converted
into shares (cap)
The payout factor between the threshold value, the target level, and the cap is obtained by linear inter-
polation.
Number of shares allocated at
time of vesting
=
Number of PSUs originally
granted to the individual
in question
X
Vesting factor
(0%–150%)
Duration of plan
Plan period (2020–2022)
2020 plan year
2021 plan year
2022 plan year
Average RONCE figure1
1 January 2020
allocation of PSUs
31 December 2022
end of the vesting period
(payout factor between 0% and 150%)
1 2020 was an exceptional financial year because of the coronavirus pandemic. For this reason, in the plan period 2020 to 2022,
only data for 2021 and 2022 will be factored into the calculation of the average RONCE figure.
In the event of any termination of employment, pro rata vesting applies at the ordinary vesting date. The
calculation is based on the number of whole months that have elapsed within the vesting period until
the departure date. Dismissals for cause are excluded from this regulation; in such cases, all unvested
PSUs are immediately forfeited and become worthless.
In the event of a change in control, accelerated pro rata vesting applies. The calculation is based on
the number of whole months that have elapsed by the date of change in control. This date is determined
at the discretion of the Board of Directors.
d) Occupational benefits
Members of the Executive Committee are insured under Komax’s ordinary staff pension scheme in
Switzerland. The amount insured is the annual fixed base salary multiplied by a factor of 1.2 in order to
additionally insure at least a proportion of the variable compensation. Contributions are graduated by
age, and are shared equally between the insured person and the employer. The benefits of the plan go
beyond the statutory requirements of the Swiss Federal Law on Occupational Retirement, Survivors’
and Disability Pension Plans, and are in line with the market practice of other industrial companies in
Switzerland.
e) Other provisions in employment contracts
The employment contracts of members of the Executive Committee are concluded for an inde finite
period and stipulate a maximum notice period of twelve months. They do not contain any severance
agreement or change of control provisions.
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ANNUAL REPORT 2020
COMPENSATION REPORT
6 Compensation and shareholdings of the Board of Directors in 2020
Section 6 of the Compensation Report was audited by the company’s external auditor.
Compensation
6.1
In 2020, six members of the Board of Directors received total compensation of CHF 831 589 (2019:
CHF 933 589), of which CHF 591 751 was paid out in cash (2019: CHF 687 500), CHF 190 000 in the
form of restricted shares (2019: CHF 192 500), and CHF 50 108 as social benefit contributions (2019:
CHF 53 589). Contributions to pension plans amounted to CHF 0 (2019: CHF 0).
In light of the negative effects of the coronavirus pandemic on the result for 2020, the members of
the Board of Directors opted to forgo 20% of their fixed fee in cash from May to December 2020.
in CHF
Basic annual fee1
Beat Kälin
David Dean
Andreas Häberli
Kurt Haerri
Daniel Hirschi 4
Mariel Hoch5
Roland Siegwart
Chairman
191 001
Member
Member
Member
Member
Member
Member
83 750
79 250
79 250
n.a.
79 250
79 250
Allocation
restricted
shares2
Social
benefits3
Total
compensation
2020
Total
compensation
2019
60 000
30 000
25 000
25 000
n.a.
25 000
25 000
10 962
8 426
7 680
7 680
n.a.
7 680
7 680
261 963
122 176
111 930
111 930
n.a.
111 930
111 930
293 146
135 397
125 973
125 973
42 696
84 431
125 973
Total Board of Directors
591 751
190 000
50 108
831 859
933 589
1 Basic annual fee in cash (incl. expense allowance) and attendance fees.
2 Fixed amount in CHF: is divided by the share price as per allocation date (average closing price over the last 40 trading days prior to allocation) and rounded
up to the nearest number of full shares. The share price applied in 2020 was CHF 174.52.
3 Includes mandatory employer contributions to social insurance.
4 Member of the Board until 16 April 2019.
5 Member of the Board since 16 April 2019.
No compensation was paid to former members of the Board of Directors for the 2019 and 2020 financial
years. Komax Group companies had not granted any guarantees, loans, advances, or credits to mem-
bers of the Board of Directors or parties closely linked to such persons as at 31 December 2020. No
members of the Board of Directors or persons closely linked to them are or were involved in Komax
Group transactions outside their normal duties.
Holdings of shares as at 31 December 2020
6.2
As at the end of 2019 and 2020, members of the Board of Directors had the following holdings of shares
in the company:
Assets in units
31.12.2020
31.12.2019
Chairman
Member
Member
Member
Member
Member
Shares
10 316
1 300
331
3 130
143
2 271
17 491
Shares
9 972
1 128
188
2 987
0
2 128
16 403
Beat Kälin
David Dean
Andreas Häberli
Kurt Haerri
Mariel Hoch
Roland Siegwart
Total Board of Directors
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ANNUAL REPORT 2020
COMPENSATION REPORT
7 Compensation and shareholdings of the Executive Committee in 2020
Section 7 of the Compensation Report was audited by the company’s external auditor.
Compensation at grant value
7.1
In 2020, six members of the Executive Committee received total compensation of CHF 2 790 230 (2019
with five members in the Executive Committee: CHF 2 491 180). Of this amount, CHF 1 643 454 was paid
as fixed compensation (2019: CHF 1 509 274) and CHF 262 500 as cash bonuses (2019: CHF 186 830),
CHF 565 000 was granted as Performance Share Units (2019: CHF 510 000), and CHF 319 275 com-
prised social security and pension fund contributions (2019: CHF 285 076).
in CHF
Matijas Meyer 5
Total other members of
the Executive Committee6
Fixed
compensation1
Cash bonus2
PSU allocation
(plan period
2020 – 2022) 3
Social
benefits4
Total
compensation
2020
Total
compensation
2019
CEO
458 395
62 500
220 000
81 937
822 832
791 941
1 185 059
200 000
345 000
237 338
1 967 397
1 699 239
Total Executive Committee
1 643 454
262 500
565 000
319 275
2 790 230
2 491 180
1 Expense allowances are not included in the fixed compensation as these are not considered compensation.
2 Bonus for 2020, to be paid in April 2021.
3 Fixed amount in CHF: is divided by the share price as per allocation date (average closing price over the last 60 trading days prior to allocation) and rounded
up to the nearest number of full shares. The share price applied in 2020 was CHF 219.65.
4 Includes mandatory employer contributions to social insurance of CHF 88 216 as well as contributions to occupational benefits (BVG). This amount entitles
members of the Executive Committee to draw the maximum state-insured pension benefits in the future.
5 Highest compensated member of the Executive Committee in 2020.
6 An additional member was appointed to the Executive Committee as at 1 July 2020.
Notes on the compensation overview
In 2020, the CEO’s cash bonus amounted to 14% of fixed compensation (2019: 11%). This payout
level is due to the development of revenues and EBIT and the attainment of individual objectives. For
the other members of the Executive Committee, the cash bonus amounted to 17% of fixed compensation
(2019: 13%).
The PSUs granted to the CEO in the year under review corresponded to 48% of the annual fixed
compensation (2019: 44%) and 29% for the other members of the Executive Committee (2019: 29%).
The overall variable compensation of the CEO in 2020 therefore amounted to 62% of the annual
fixed compensation (2019: 55%) and that of the other members of the Executive Committee to 46%
(2019: 42%). This is in line with the provisions of the company’s Articles of Association, which allows for
a maximum level of 100% of the annual fixed base salary for each element of variable compensation.
Further details on the participation plans can be found in the notes to the consolidated financial state-
ments, on pages 119 to 121 of the Financial Report 2020.
No compensation was paid to former members of the Executive Committee for the 2019 and 2020
financial years. Komax Group companies had not granted any guarantees, loans, advances, or credits
to members of the Executive Committee or parties closely linked to such persons as at 31 Decem-
ber 2020. No members of the Executive Committee or persons closely linked to them are or were
involved in Komax Group transactions outside their normal duties.
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ANNUAL REPORT 2020
COMPENSATION REPORT
Realized compensation
7.2
The annually allocated Performance Share Units are paid out to the members of the Executive Committee
in the form of shares after a three-year vesting period. In 2020, this payout took place for the period
2017–2019. The members of the Executive Committee received shares with a total value of CHF 132 027
(allocation amount on 1 January 2017: CHF 326 000, relevant share price: CHF 241.98). In 2019, when
the Executive Committee had one member fewer, shares with a total value of CHF 503 544 were remu-
nerated.
The total compensation figure for 2020 of CHF 2 357 257 (2019: CHF 2 484 724) is significantly below
the maximum amount of CHF 4 230 000 (2019: CHF 4 230 000) approved by the 2019 Annual General
Meeting.
in CHF
Fixed
compensation1
Cash bonus2
Compensation
amount PSU
plan period
(2017 – 2019)
Social
benefits3
Total
compensation
2020
Total
compensation
2019
Matijas Meyer 4
Total other members of
the Executive Committee5
CEO
458 395
62 500
64 870
81 937
667 702
816 011
1 185 059
200 000
67 157
237 338
1 689 555
1 668 713
Total Executive Committee
1 643 454
262 500
132 027
319 275
2 357 257
2 484 724
1 Expense allowances are not included in the fixed compensation as these are not considered as compensation.
2 Bonus for 2020, to be paid in April 2021.
3 Includes mandatory employer contributions to social insurance of CHF 88 216 as well as contributions to occupational benefits (BVG).
This amount entitles members of the Executive Committee to draw the maximum state-insured pension benefits in the future.
4 Highest compensated member of Executive Committee in 2020.
5 An additional member was appointed to the Executive Committee as at 1 July 2020.
Holdings of shares as at 31 December 2020
7.3
As at the end of 2019 and 2020, members of the Executive Committee had the following holdings of
shares in the company:
Assets in units
31.12.2020
31.12.2019
Matijas Meyer
Andreas Wolfisberg
Jürgen Hohnhaus1
Tobias Rölz2
CEO
CFO
Executive Vice President
Executive Vice President
Marc Schürmann
Executive Vice President
Marcus Setterberg
Executive Vice President
Günther Silberbauer3
Executive Vice President
Total Executive Committee
1 Member of the Executive Committee since 1 January 2020.
2 Member of the Executive Committee since 1 July 2020.
3 Member of the Executive Committee until 31 December 2019.
Shares
4 397
673
0
0
319
256
n.a.
5 645
Shares
4 000
500
n.a.
n.a.
200
137
0
4 837
84
ANNUAL REPORT 2020
COMPENSATION REPORT
Report of the statutory auditor to the Annual General Meeting of Komax Holding AG, Dierikon
Report on the audit of the compensation report
We have audited the accompanying compensation report (Art. 6 and 7) of Komax Holding AG for the year ended 31 Decem-
ber 2020.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation and overall fair presentation of the compensation report in accor-
dance with Swiss law and the Ordinance against Excessive Compensation in Stock Exchange Listed Companies (Ordi-
nance). The Board of Directors is also responsible for designing the remuneration system and defining individual remuner-
ation packages.
Auditor’s responsibility
Our responsibility is to express an opinion on the accompanying compensation report. We conducted our audit in accor-
dance with Swiss Auditing Standards. Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the compensation report complies with Swiss law and
articles 14–16 of the Ordinance.
An audit involves performing procedures to obtain audit evidence on the disclosures made in the compensation report with
regard to compensation, loans, and credits in accordance with articles 14–16 of the Ordinance. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of material misstatements in the compensation
report, whether due to fraud or error. This audit also includes evaluating the reasonableness of the methods applied to
value components of remuneration, as well as assessing the overall presentation of the compensation report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the compensation report of Komax Holding AG for the year ended 31 December 2020 complies with Swiss
law and articles 14–16 of the Ordinance.
PricewaterhouseCoopers AG
Thomas Brüderlin
Audit expert
Auditor in charge
Sebastian Gutmann
Audit expert
Basel, 15 March 2021
85
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CONSOLIDATED
FINANCIAL
STATEMENTS
Consolidated
income statement
88
Consolidated
balance sheet
89
Consolidated statement
of shareholders’ equity
90
Consolidated
cash flow statement
91
Notes
General information
92
Performance
94
Operating assets
and liabilities
101
Capital and financial
risk management
109
Group structure
113
Other information
118
Report of the auditors
124
FINANCIAL REPORT 2020
CONTENTS
FINANCIAL
STATEMENTS OF
KOMAX HOLDING AG
Balance sheet
128
Income statement
129
Notes
130
Proposal for the
appropriation of profit
135
Report of the auditors
136
87
Consolidated income statement
in TCHF
Net sales
Other operating income
Revenues
Change in inventory of unfinished and finished goods
Cost of materials
Gross profit
Personnel expenses
Depreciation on property, plant, and equipment
Depreciation on intangible assets
Other operating expenses
Operating profit (EBIT)
Financial result
Group earnings before taxes (EBT)
Income taxes
Group earnings after taxes (EAT)
Of which attributable to:
– Shareholders of Komax Holding AG
– Non-controlling interest
Basic earnings per share (in CHF)
Diluted earnings per share (in CHF)
Notes
2020
%
2019
%
321 741
5 882
327 623
–6 509
–121 254
199 860
–131 023
–11 122
–3 964
–42 497
11 254
–8 927
2 327
–3 646
–1 319
–1 319
0
–0.34
–0.34
1.2
1.2
1.3
2.3
2.4
1.3
1.4
1.6
1.7
1.7
100.0
61.0
3.4
0.7
–0.4
414 968
2 803
417 771
–2 434
–156 407
258 930
–160 957
–8 981
–3 821
–61 136
24 035
–4 851
19 184
–5 963
13 221
13 221
0
3.44
3.43
100.0
62.0
5.8
4.6
3.2
88
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Notes
31.12.2020
%
31.12.2019
%
Consolidated balance sheet
in TCHF
Assets
Cash and cash equivalents
Securities
Trade receivables
Other receivables
Inventories
Accrued income and prepaid expenses
Total current assets
Property, plant, and equipment
Intangible assets
Deferred tax assets
Other non-current receivables
Total non-current assets
Total assets
Liabilities
Current financial liabilities
Trade payables
Other payables
Current provisions
Accrued expenses and deferred income
Total current liabilities
Non-current financial liabilities
Other non-current liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Share capital
Capital surplus
Treasury shares
Retained earnings
Equity attributable to shareholders of Komax Holding AG
2.1
2.1
2.2
2.3
2.4
1.6
2.5
3.1
2.6
2.6
3.1
1.6
3.2
3.2
51 836
13
86 314
19 836
89 284
5 936
253 219
172 980
14 936
10 109
845
47 454
13
102 786
22 911
110 831
4 872
288 867
163 758
16 721
11 221
669
56.0
198 870
44.0
192 369
452 089
100.0
481 236
7 106
14 410
31 890
2 705
16 638
72 749
137 169
1 106
4 579
142 854
215 603
385
22 113
–1 106
215 094
236 486
17 188
20 720
31 964
3 263
19 993
93 128
136 504
2 185
4 815
143 504
236 632
385
22 113
–1 656
223 762
244 604
16.1
31.6
47.7
52.3
Total liabilities and shareholders’ equity
452 089
100.0
481 236
60.0
40.0
100.0
19.4
29.8
49.2
50.8
100.0
89
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Consolidated statement of shareholders’ equity
in TCHF
Notes
Share
capital
Premium
Treasury
shares
Goodwill
offset
Currency
differences
Other
retained
earnings
Total
retained
earnings
Share-
holders’
equity of
Komax
Holding AG
385
24 569
–2 311
–72 267
–4 402
335 666
258 997
281 640
3.2
0
620
–3 076
–1 010
1 665
13 221
13 221
13 221
0
0
620
–3 076
–23 838
–23 838
–23 838
0
–1 010
–882
–882
783
2.4
–18 352
–18 352
–18 352
385
22 113
–1 656
–90 619
–9 786
324 167
223 762
244 604
–5 384
–5 384
–5 384
385
22 113
–1 656
–90 619
–9 786
324 167
223 762
244 604
–540
1 090
–1 319
–1 319
–1 319
–99
0
–99
–540
991
385
22 113
–1 106
–90 619
–17 036
322 749
215 094
236 486
–7 250
–7 250
–7 250
Purchase of treasury shares
3.2
Balance as at
1 January 2019
Group earnings after taxes
Capital increase from
exercise of options
Distribution out of
reserves from capital
contributions
Dividend paid
Share-based payments
Goodwill offset with
shareholders’ equity
Currency translation
differences recorded in
the reporting period
Balance as at
31 December 2019
Balance as at
1 January 2020
Group earnings after taxes
Purchase of treasury shares
3.2
Share-based payments
Currency translation
differences recorded in
the reporting period
Balance as at
31 December 2020
90
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS
Consolidated cash flow statement
in TCHF
Cash flow from operating activities
Group earnings after taxes
Adjustment for non-cash items
− Taxes
− Depreciation and impairment of property, plant, and equipment
− Depreciation and impairment of intangible assets
− Profit (–) / loss (+) from sale of non-current assets
− Expense for share-based payments
− Net financial result
− Other non-cash items
Interest received and other financial income
Interest paid and other financial expenses
Taxes paid
Increase (+) / decrease (–) in provisions
Increase (–) / decrease (+) in trade receivables
Increase (–) / decrease (+) in inventories
Increase (+) / decrease (–) in trade payables
Increase (–) / decrease (+) in other net current assets
Total cash flow from operating activities
Cash flow from investing activities
Investments in property, plant, and equipment
Sale of property, plant, and equipment
Investments in intangible assets
Sale of intangible assets
Investments in Group companies and participations1
Increase in granted loans
Total cash flow from investing activities
Free cash flow2
Cash flow from financing activities
Decrease in current financial liabilities
Decrease in non-current financial liabilities
Increase in current financial liabilities
Increase in non-current financial liabilities
Capital increase (share-based payments)
Distribution out of reserves from capital contributions
Dividend paid
Purchase of treasury shares
Total cash flow from financing activities
Effect of currency translations on cash and cash equivalents
Increase (+) / decrease (–) in funds
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
1 Less cash and cash equivalents acquired.
2 No Swiss GAAP FER defined key figure, see note 5.5.
Notes
2020
2019
−1 319
13 221
1.6
2.3
2.4
1.4
2.3
2.4
3.2
3 646
11 122
3 964
−176
991
8 927
0
421
−6 550
−3 041
−503
13 403
17 566
−5 837
−848
41 766
−23 427
461
−2 384
9
−990
0
–26 331
5 963
8 981
3 821
−186
783
4 851
2
264
−3 333
−7 878
−11
24 137
−2 295
−8 426
1 393
41 287
−49 210
927
−5 238
0
−22 410
−2 242
–78 173
15 435
–36 886
−11 367
−28 660
1 350
30 000
0
0
0
−540
–9 217
−1 836
4 382
47 454
51 836
−1 687
−765
17 174
47 216
620
−3 076
−23 838
−1 010
34 634
−1 259
–3 511
50 965
47 454
91
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated financial statements
General information
Headquartered in Dierikon, Switzerland, Komax Holding AG (parent company), together with its subsid-
iary companies (the Komax Group), is a pioneer and market leader in the field of automated wire pro-
cessing, providing clients with innovative, future-oriented solutions in any situation that calls for precise
contact connections.
The present consolidated financial statements were adopted by the Board of Directors of Komax Hold-
ing AG on 9 March 2021 and released for publication. Their approval by the Annual General Meeting,
scheduled for 14 April 2021, is pending.
Accounting policies
The consolidated financial statements of the Komax Group are based on the individual financial state-
ments of the Group companies, compiled in accordance with uniform standards, as at 31 December
2020. The consolidated financial statements have been drawn up in accordance with the entire existing
guidelines of Swiss GAAP FER (Swiss Accounting and Reporting Recommendations). Furthermore, the
provisions of Swiss company law have been complied with. The consolidated financial statements are
based on the principle of historic acquisition cost (with the exception of securities and derivative finan-
cial instruments, which are recorded at their fair values), and have been drawn up under the “going
concern” assumption.
The accounting and valuation principles relevant to an understanding of the annual financial statements
are described in the relevant explanatory notes.
Key recognition and measurement assumptions
Preparation of the consolidated financial statements requires the Board of Directors and Group Management to
make estimates and assumptions, whereby such estimates and assumptions have an effect on the accounting
principles applied and are reflected in the amounts stated under assets, liabilities, income, expenses, and related
disclosures. Their estimates and assumptions are based on past experience and on various other factors deemed
applicable in the current situation. These form the basis for reporting those assets and liabilities that cannot be
measured directly from other sources. The actual values may differ from these estimates. The following material
estimates are included in the consolidated financial statements:
Recognition of revenue according to the POC method
Current and deferred income taxes
Impairment of property, plant, and equipment
Impairment of intangible assets and goodwill
Contingent consideration
Provisions
Page
95
100
103
107
108
108
92
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Key events of the reporting period
As mentioned on pages 2 and 3 of the Shareholders’ letter, 2020 was significantly impacted by the
coronavirus pandemic and its consequences. Order intake and revenues decreased considerably and
were well below 2019 levels. The shortfall in revenues could be countered with a number of cost-cutting
measures. In addition, in the current reporting period, the Komax Group received government grants in
the amount of CHF 24.6 million (2019: CHF 0.0 million), including in the form of short-time working
compensation.
As a result of structural changes implemented at various Komax Group companies, restructuring costs
of around CHF 1.6 million were incurred in 2020 and impacted the operating result by this amount.
Group earnings after taxes was substantially impacted by the negative financial result of CHF –8.9 mil-
lion (2019: CHF −4.9 million). The financial result consists largely of higher interest costs as well as
currency losses. Likewise, the tax rate of 156.7% (2019: 31.1%) impacted group earnings after taxes.
The high tax rate can mainly be explained by the fact that some of the Komax Group companies report-
ed a profit in 2020 and have formed tax provisions accordingly. Since Komax elects to not capitalize
tax-loss carry forwards that can be offset with profits in the subsequent accounting periods, the Komax
Group is accordingly reporting a very high tax rate.
To ensure long-term financing, the syndicated loan facility was increased by CHF 30.0 million in Febru-
ary 2020. Financial covenants with the banks for the syndicated loan facility were adjusted in line with
the changed market environment. From 30 June 2020 to 30 June 2021, EBITDA will be regarded as the
binding financial indicator instead of the debt factor, which was the basis applied before 30 June 2020
and which will apply again after 30 June 2021. The new conditions connected with this adjustment have
additionally impacted the financial result.
Despite the challenging market environment and the increase in the syndicated loan facility, net debt
could be reduced year-on-year thanks to various measures. Net debt decreased from CHF 106.2 million
as at 31 December 2019 to CHF 92.4 million as at 31 December 2020.
Events after the balance sheet date
In order to streamline structures, mergers were completed in France and the United States effective
1 January 2021. In France, Komax France Sàrl and Laselec SA were merged to form the new company
Komax Laselec SA. The two US subsidiaries Komax Corporation and Artos Engineering Company were
merged into the Komax Corporation by means of an absorption merger.
No other significant events occurred between the balance sheet date and the approval of the consoli-
dated financial statements by the Board of Directors on 9 March 2021 which might adversely affect the
information content of the 2020 consolidated financial statements or which would require disclosure.
93
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL REPORT 2020
CONSOLIDATED FINANCIAL STATEMENTS
Performance
1
In this section, we provide details of the 2020 result of the Komax Group. In addition to earnings per
share, we also provide details on revenues, expenses, the financial result, and taxes.
The operating profit (EBIT) of the Komax Group decreased from CHF 24.0 million in 2019 to CHF 11.3
million in 2020. The chart below illustrates the year-on-year change between the current reporting
period and the prior year.
in CHF million
60
30
0
– 30
24.0
– 59.0
+29.9
–2.2
+18.6
11.3
EBIT 2019
Gross
profit
Personnel
expenses
Depreciation
Operating
expenses
EBIT 2020
Segment information
1.1
The Komax Group is a global technology company that focuses on markets in the automation sector.
As a manufacturer of innovative and high-quality solutions for the wire processing industry, Komax
helps its customers to implement economical and safe manufacturing processes, especially in the auto-
motive supply sector. All Group companies are active in wire processing, have a uniform client base,
and are centrally managed. The Board of Directors and the Group Executive Committee, which make
the key strategic and operating decisions, manage the Komax Group primarily on the basis of the finan-
cial statements of the individual companies, the management information system, and the consolidated
financial statements. Due to the commercial similarity and interconnections of the Group companies,
Komax presents its business in amalgamated form as a single segment, in accordance with Swiss
GAAP FER 31.
94
94
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL REPORT 2020
CONSOLIDATED FINANCIAL STATEMENTS
Revenues
Revenues by region
1.2
a)
The percentage breakdown of revenues by region is as follows:
2020
1.5% Switzerland
22.0% Asia/Pacific
21.3% North and
South America
14.9% Africa
40.3% Europe
2019
2.0% Switzerland
19.1% Asia/Pacific
24.9% North and
South America
13.3% Africa
40.7% Europe
Construction contracts
b)
In the current reporting period, revenues of CHF 9.6 million (2019: CHF 1.5 million) were recorded from
long-term construction contracts on the basis of the POC method.
c)
Other operating income
in TCHF
Own work capitalized
Government grants
Gains from the disposal of non-current assets
Other income
Total other operating income
2020
1 524
1 223
232
2 903
5 882
2019
1 791
576
379
57
2 803
Key recognition and measurement assumptions
Automated assembly and production contracts are measured according to the POC method, provided the as-
sessment meets the requirements of Swiss GAAP FER 22 “Long-term contracts”. Although projects are assessed
monthly and in good faith in accordance with comprehensive project management guidelines, subsequent cor-
rections may be required. These corrections are made in the following period and may have a positive or negative
impact on revenue in this period.
95
Recognition and measurement
Revenue recognition: The Komax Group’s consolidated income statement is compiled using the nature of expense
method. Net sales comprise the fair value of considerations received or receivable for the sale of goods and services in
the course of ordinary business activities after deducting VAT, returns, discounts, and price reductions, and eliminating
intragroup sales. Revenues are recognized as described below. For any intermediated transactions, only the value of
services provided by Komax itself is reported. Transactions with a number of individually identifiable component parts
are recorded and valued separately.
Sale of goods: Revenue from the sale of goods is recognized when risk and rewards of ownership have been trans-
ferred to the buyer. All expenses connected with sales are recognized on an accrual basis.
Sale of services: Revenue from the sale of services is recognized in accordance with progress on the service accord-
ing to the ratio of completed to still outstanding services to be performed during the financial year in which the services
are rendered.
Manufacturing contracts: Manufacturing contracts in the automated assembly and production business units, involv-
ing the customer-specific manufacture of systems, are valued according to the percentage of completion method (POC)
in accordance with Swiss GAAP FER 22. On the balance sheet, these are reported either under “Trade receivables” or
“Other payables,” depending on the degree to which they are underfinanced or overfinanced. The percentage of com-
pletion is calculated according to the “cost-to-cost method” (costs incurred in relation to the overall estimated costs of
the contract). Anticipated project losses are recognized in full in the income statement. Any costs of debt capital are
capitalized provided debt capital is raised for the purpose of financing the project and its costs can be directly attributed
to a manufacturing contract.
Leases with Komax as lessor: Contractual relationships in which Komax acts as lessor are reported as financial
leases if all risks and returns associated with ownership are essentially transferred to the lessee. At the beginning of
the lease, lease payments are recognized in the balance sheet in the amount of the net investment value arising from
the lease. Revenue is recorded in the same way as the direct sale of goods. Financial income is spread over the term
of the lease.
Assets that are the subject of operating leases are reported in the balance sheet in accordance with their character-
istics, and are written down at the normal rates that apply to assets of that type. Lease income is recognized in the
income statement on a linear basis over the term of the lease.
Leases with Komax as lessee: Only in exceptional cases does Komax act as lessee in financial lease agreements. A
financial lease arises when the lessor transfers virtually all the risks and benefits associated with ownership of the leas-
ing object to the lessee. At the beginning of the contract term, the object in question is recorded on the balance sheet
as both an investment asset and a liability at its fair value or (if lower) at the net cash value of future leasing payments.
Every lease instalment is broken down into financing costs on the one hand and repayment of the residual debt on
the other, so that the interest rate remains constant for the residual liability. Financing costs are booked directly to the
income statement as an expense. Capitalized leasing objects are depreciated over their estimated economically useful
life, or (if lower) over the contractual period in question.
An operating lease agreement arises when a substantial proportion of the risks associated with ownership remain with
the lessor. Payments for operating leasing agreements are booked to the income statement as an expense in a linear
way for the entire duration of the agreement.
Government grants: Government grants are recognized if it is likely that the payments will be received and Komax can
fulfil the conditions attached to such subsidies. These are recognized in “Other operating income,” regardless of when
payment is received, and on a pro rata basis in the period in which the associated costs are incurred, and charged to
the income statement as an expense. Grants relating to an asset are deducted from the carrying amount.
96
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS 1.3
a)
Expenses
Personnel expenses
in TCHF
Wages and salaries
Share-based payments settled with equity instruments
Share-based payments settled in cash
Social security and pension contributions
Other personnel costs (in particular training and development)
2020
2019
−103 353
−129 505
−944
−147
−22 618
−3 961
−738
−224
−25 480
−5 010
Total personnel expenses
−131 023
−160 957
Personnel expenses include compensation from short-time working of CHF 24.0 million (2019: CHF 0.0
million). Likewise recognized under personnel expenses are restructuring costs of CHF 1.5 million (2019:
CHF 0.0 million).
b)
Other operating expenses
in TCHF
2020
2019
Expenditure on operating equipment and energy
Rental expenses
Repair and maintenance expenses
Third-party services for development expenses
Representation and marketing expenses
Legal and consultancy expenses
Shipping and packaging expenses
Expenditure on administration and sales
Other expenditure
−2 745
−3 403
−12 465
−4 720
−4 419
−4 442
−5 293
−2 684
−2 326
−2 587
−3 727
−15 448
−7 507
−13 784
−5 127
−7 148
−3 306
−2 502
Total other operating expenses
−42 497
−61 136
Other operating expenses contain restructuring costs of CHF 0.1 million (2019: CHF 0.0 million).
1.4
Financial result
in TCHF
Interest result (net)
Exchange rate translation differences (net)
Total financial result
Recognition and measurement
2020
−4 637
−4 290
2019
−1 776
−3 075
−8 927
−4 851
Interest: Interest income and expenses are accrued using the effective interest rate method.
97
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Non-operating and extraordinary result
1.5
No non-operating expense/income and no extraordinary expense/income were incurred or generated in
either the current reporting period or during the previous reporting period.
Recognition and measurement
Non-operating result: Non-operating result is expense and income that arise from events or transactions that clearly
differ from the usual business activities of the organization.
Extraordinary result: Expense and income that arise extremely rarely in the context of ordinary operations and which
are not predictable are considered as extraordinary.
1.6
a)
Taxes
Income taxes
in TCHF
Current income taxes
Deferred tax income (+) / tax expenses (–)
Total income taxes
Analysis of the tax rate
in TCHF
Group earnings before taxes (EBT)
Expected tax expenses
Impact of non-capitalized
tax-loss carry forwards
Utilization of non-capitalized
tax-loss carry forwards
Effect of changes in tax rate
Tax credits / charges from prior years
Effect of non-deductible expenses
Effect of non-taxable income
Non-reclaimable withholding taxes
Others
Effective tax expenses
2020
−2 595
−1 051
−3 646
2019
19 184
−4 042
−1 723
823
163
−641
−338
133
−343
5
−5 963
2019
−5 269
−694
−5 963
%
21.1
9.0
−4.3
−0.9
3.3
1.8
−0.7
1.8
−0.0
31.1
2020
2 327
−1 576
−2 058
518
17
−268
−287
385
−278
−99
−3 646
%
67.7
88.5
−22.3
−0.8
11.5
12.4
−16.5
11.9
4.3
156.7
98
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS As the Group is internationally active, its income taxes are dependent on a number of different tax juris-
dictions. The expected income tax rate is equivalent to the weighted average of tax rates of those
countries in which the Group is active. Due to the composition of the taxable income of the Group, as
well as changes in local tax rates, this Group tax rate varies from year to year.
The expected tax rate based on the ordinary result was at 67.7% (2019: 21.1%).
b)
Deferred tax assets and liabilities
in TCHF
31.12.2020
31.12.2019
Property, plant, and equipment / intangible assets
Trade receivables and inventories1
Provisions
Other items
Total deferred tax assets (gross)
Offset against deferred tax liabilities
Balance sheet deferred tax assets
Property, plant, and equipment / intangible assets
Trade receivables and inventories
Provisions
Other items
Total deferred tax liabilities (gross)
Offset against deferred tax assets
Balance sheet deferred tax liabilities
Net deferred tax assets (+) / tax liabilities (–)
1 Including unrealized intragroup profit.
7 118
2 609
1 391
1 314
12 432
−2 323
10 109
3 480
2 234
713
475
6 902
7 850
3 735
1 530
1 081
14 196
−2 975
11 221
3 226
2 992
826
746
7 790
−2 323
−2 975
4 579
5 530
4 815
6 406
The non-capitalized and unused tax-loss carry forwards expire as follows:
in TCHF
Expiry of unutilized tax-loss carry forwards
31 December 2020
31 December 2019
Within 5 years
After more than
5 years
8 982
4 513
65 383
68 095
Total
74 365
72 608
This results in a deferred tax claim (not recognized in the balance sheet) for as yet unutilized tax-loss
carry forwards of CHF 18.9 million (31 December 2019: CHF 19.5 million) as well as CHF 3.3 million
(31 December 2019: CHF 3.6 million) in non-recognized tax credits.
99
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Key recognition and measurement assumptions
In determining the assets and liabilities from current and deferred income taxes, estimates must be made on
the basis of existing tax laws and ordinances. Numerous internal and external factors may have favorable and
unfavorable effects on the assets and liabilities from income taxes. These factors include changes in tax laws
and ordinances, as well as the way they are interpreted, in addition to changes in tax rates and the total amount
of taxable income for the particular location. Any changes may affect the assets and liabilities from current and
deferred income taxes carried in future reporting periods.
Recognition and measurement
Deferred taxes: Deferred and future tax expenses are calculated on the basis of the comprehensive liability meth-
od. This method is based on the tax rates and tax regulations applicable on the balance sheet date or which have
in essence been enacted and are expected to apply at the time the deferred tax claim is realized or the deferred tax
liability is settled. Deferred and future taxes are calculated on the basis of the temporary differences in value between
the individual balance sheets and balance sheets for tax purposes. Such differences primarily exist in the case of non-
current assets, inventories, and some provisions. Deferred tax assets are recognized in the amount corresponding to
the probability that the Group companies in question will generate sufficient future taxable income to absorb the rele-
vant positive differences in the tax assets.
Loss carry forwards: Future tax savings from offsettable tax-loss carry forwards are not capitalized. The use of these
tax-loss carry forwards is recorded upon realization.
Temporary differences on investments in subsidiaries and associates: Deferred tax liabilities are provided on
temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal
of the temporary difference cannot be determined by the Group and it is consequently probable that the temporary
difference will not reverse in the foreseeable future.
1.7
Earnings per share (EPS)
in CHF
2020
2019
Group earnings (attributable to shareholders of Komax Holding AG)
−1 319 334
13 220 766
Weighted average number of outstanding shares
Basic earnings per share
3 845 655
3 843 352
−0.34
3.44
Group earnings (attributable to shareholders of Komax Holding AG)
−1 319 334
13 220 766
Weighted average number of outstanding shares
3 845 655
3 843 352
Adjustment for dilution effect of share-based compensation plans
0
5 765
Weighted average number of outstanding shares for
calculating diluted earnings per share
Diluted earnings per share
3 845 655
3 849 117
−0.34
3.43
Recognition and measurement
Earnings per share: Basic earnings per share are calculated by dividing the consolidated net earnings by the average
number of shares outstanding during the fiscal year, excluding treasury shares. Diluted earnings per share are calcu-
lated by adding all option rights and non-vested equity rights which would have had a dilutive effect to the average
number of shares outstanding.
100
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Operating assets and liabilities
2
In this section we describe the current and non-current operating assets and liabilities. Among other
things, this includes further details on receivables, inventories, tangible assets, and intangible assets.
2.1
a)
Current receivables
Trade receivables
in TCHF
Trade receivables
less provision for impairment
Accruals for construction contracts
less prepayments for construction contracts
Receivables arising from POC
31.12.2020
31.12.2019
82 312
−152
12 580
−8 426
4 154
98 452
−244
10 887
−6 309
4 578
Total
86 314
102 786
Overdue trade receivables that had not been written down amounted to CHF 22.7 million on 31 Decem-
ber 2020 (31 December 2019: CHF 29.3 million). Their maturity structure is set out in the following table:
in TCHF
Number of days
As at 31 December 2020
As at 31 December 2019
1–30
12 968
15 062
31–60
3 858
6 119
61–90
91–120
1 763
2 411
1 084
1 166
>120
3 057
4 513
Total
22 730
29 271
Other receivables
b)
In addition to prepayments to suppliers of CHF 0.6 million (31 December 2019: CHF 0.8 million), other
receivables mainly comprise credits due from government organizations (tax authorities) and bills
receivable.
Recognition and measurement
Current receivables: Receivables are recorded at nominal value. Impaired receivables are value-adjusted on an indi-
vidual basis; no flat-rate value adjustments are calculated for the remaining portfolio.
For manufacturing contracts of systems, the inventory includes all costs associated with the systems as well as the
production costs. The order costs comprise all costs attributable to the contract from the date the order is received until
the balance sheet date. The order proceeds per manufacturing contract are recorded as at 31 December according
to the POC.
101
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS 2.2
Inventories
in TCHF
Manufacturing components and spare parts
Semi-finished goods / work in process
Finished goods
Gross value inventories
less impairment
Inventories
Recognition and measurement
31.12.2020
31.12.2019
59 211
13 619
29 841
73 291
16 091
33 964
102 671
123 346
−13 387
−12 515
89 284
110 831
Inventories: Inventories are valued at the lower of acquisition/production costs and net market value. Acquisition/
production costs encompass all direct and indirect expenses incurred in bringing inventories to their current location or
state (full costs). Discounts are treated as acquisition price reductions. For all inventory components, the ascertainment
of value is undertaken for the most part in accordance with the FIFO method. The current market price in the sales
market in question is assumed when determining net market value.
102
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS 2.3
Property, plant, and equipment
in TCHF
Costs
Undeveloped
property
Land
Buildings Machines and
equipment
Other tangible
fixed assets
Assets under
construction
Total
property, plant,
and equipment
As at 31 December 2018
1 141
16 021
80 788
42 196
11 338
43 207
194 691
Additions
Disposals
Change in scope of consolidation
Reclassifications
Currency differences
As at 31 December 2019
Additions
Disposals
Reclassifications
Currency differences
0
0
300
0
3
1 444
0
0
0
0
As at 31 December 2020
1 444
Depreciation
As at 31 December 2018
Additions
Disposals
Change in scope of consolidation
Currency differences
As at 31 December 2019
Additions
Disposals
Currency differences
As at 31 December 2020
Book values
As at 31 December 2018
As at 31 December 2019
As at 31 December 2020
0
0
1 008
0
−129
16 900
0
0
0
−302
16 598
0
0
0
0
0
0
0
0
0
0
29 026
0
0
−13 544
−184
58 505
416
0
12 619
−5
4 611
12 451
−1 308
5 097
−1 434
1 280
1 118
−546
2 468
−498
1 034
−25
−301
109 156
47 711
14 016
18 039
0
51 119
−2 069
176 245
4 365
−652
6 800
−1 398
56 826
607
−323
4
−57 923
−458
13 846
−14
984
–43 787
–23 882
–6 793
−2 967
−4 048
−1 966
3
−814
117
874
−791
212
317
−667
218
–47 448
–27 635
–8 891
−4 666
−4 593
−1 863
0
360
413
751
303
306
–51 754
–31 064
–10 145
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1 141
1 444
1 444
16 021
16 900
16 598
37 001
61 708
124 491
18 314
20 076
25 762
4 545
5 125
3 701
43 207
58 505
984
Key recognition and measurement assumptions
Property, plant, and equipment are tested for impairment at least once a year. To determine whether impairment
exists, estimates are made of the expected future cash flows arising from use. Actual cash flows may differ from
the discounted future cash flows based on these estimates.
49 210
−1 937
8 233
0
−2 465
247 732
23 427
−975
0
−4 241
265 943
–74 462
−8 981
1 194
−2 272
547
–83 974
−11 122
716
1 417
–92 963
120 229
163 758
172 980
103
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Recognition and measurement
Property, plant, and equipment: Property, plant, and equipment are accounted for at historical acquisition or pro-
duction cost less accumulated depreciation. Borrowing costs incurred during the construction phase through the
financing of assets under construction are part of the acquisition cost if they are material. Depreciation is linear over
the expected service lifetime.
Depreciation period
Asset category
Machinery
Tools
Measuring, testing, and controlling devices
Operating installations
Warehouse installations
Vehicles
Office equipment
Information technology
Solar systems
Factory buildings
Office buildings
Land
Years
7–10
7
5
10
10–14
5–8
3–10
3–5
20
33
40
no depreciation
104
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS 2.4
a)
Intangible assets
Movements in the intangible assets
in TCHF
Costs
Software
Patents and
customer base
Software in
implementation
Total
intangible assets
As at 31 December 2018
29 455
5 289
Additions
Disposals
Change in scope of consolidation
Reclassifications
Currency differences
As at 31 December 2019
Additions
Disposals
Reclassifications
Currency differences
As at 31 December 2020
Depreciation
3 132
−52
641
80
−229
33 027
944
−83
1 005
−280
34 613
0
0
41
0
−14
5 316
0
0
0
−116
5 200
As at 31 December 2018
–15 728
–4 051
Additions
Disposals
Change in scope of consolidation
Currency differences
As at 31 December 2019
Additions
Disposals
Currency differences
As at 31 December 2020
Book values
As at 31 December 2018
As at 31 December 2019
As at 31 December 2020
−3 568
52
−637
160
−253
0
−18
6
–19 721
–4 316
−3 721
48
199
−243
0
42
–23 195
–4 517
13 727
13 306
11 418
1 238
1 000
683
414
2 415
2 835
414
2 106
0
0
−80
−25
2 415
1 440
0
−1 005
−15
2 835
0
0
0
0
0
0
0
0
0
0
35 158
5 238
−52
682
0
−268
40 758
2 384
−83
0
−411
42 648
–19 779
−3 821
52
−655
166
–24 037
−3 964
48
241
–27 712
15 379
16 721
14 936
105
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS
Goodwill
b)
Goodwill is offset against Group shareholders’ equity upon the acquisition of a subsidiary or the interest
in an associated company. Assuming a useful life of five years for trading companies acquired and ten
years for production operations acquired plus depreciation on a straight-line basis, the theoretical cap-
italization of goodwill would have the following impact on the consolidated balance sheet:
in TCHF
Historical costs as at 1 January
Additions
Currency differences
Historical costs as at 31 December
Theoretical accumulated depreciation
as at 1 January
Theoretical depreciation
Currency differences
Theoretical accumulated depreciation
as at 31 December
Theoretical net book value
as at 31 December
2020
90 423
0
−1 356
89 067
–40 157
−9 284
562
2019
72 238
18 352
−167
90 423
–31 856
−8 357
56
–48 879
–40 157
40 188
50 266
The capitalization and depreciation of goodwill would have the following theoretical impacts on share-
holders’ equity and Group earnings after taxes:
in TCHF
Shareholders’ equity according to balance sheet
Theoretical capitalization of net book value of goodwill
Theoretical tax impacts
Theoretical shareholders’ equity
in TCHF
Group earnings after taxes (EAT) according to income statement
Theoretical goodwill depreciation
Theoretical tax impacts
Theoretical Group earnings after taxes (EAT)
31.12.2020
31.12.2019
236 486
40 188
754
244 604
50 266
780
277 428
295 650
2020
−1 319
−9 284
48
–10 555
2019
13 221
−8 357
50
4 914
106
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Key recognition and measurement assumptions
Intangible assets and goodwill are tested for impairment if indicators reflect a possible impairment. To determine
whether impairment exists, estimates are made of the expected future cash flows arising from use. Actual cash
flows may differ from the discounted future cash flows based on these estimates.
Recognition and measurement
Software: Purchased software licenses are capitalized at acquisition or production cost plus costs incurred in readying
them for use. The total acquisition cost is amortized on a linear basis over three to eight years. Costs associated with
the development or maintenance of software are recorded as expenses at the time they are incurred.
Patents: Patents are recognized at historical acquisition cost less cumulative amortization. Acquisition costs are writ-
ten down in a linear way over patent life.
Customer base: Customer bases are recognized at historical acquisition cost less cumulative amortization. Acquisi-
tion costs are written down in a linear way over five to ten years.
Research and development: Research and development expenditure is fully charged to the income statement. These
costs are contained in the positions “Personnel expenses” and “Other operating expenses”.
Goodwill: Companies acquired over the course of the year are revalued and consolidated at the point of acquisition in
keeping with standardized Group principles. The difference between the acquisition cost (including material transaction
costs) and the prorated fair value of the net assets acquired is described as goodwill. Any potentially existing but not
previously capitalized intangible assets taken over as part of the acquisition – such as brands, technology, rights of use,
or client lists – are not separately recognized, but remain subsumed under goodwill. Goodwill can also arise from invest-
ments in associated companies, whereby this amounts to the difference between the acquisition cost of the investment
and the prorated fair value of the net assets acquired. The goodwill resulting from acquisitions is directly offset against
Group shareholders’ equity. If the purchase price contains components that are dependent on future results, these
components are estimated as accurately as possible at the point of acquisition and then capitalized. In the event of
deviations when the purchase price is definitively settled at a later date, the goodwill offset against shareholders’ equity
is adjusted accordingly. In case of disposal, acquired goodwill offset with equity at an earlier date is to be considered
at original cost to determine the profit or loss recognized in the income statement.
Other non-current receivables
2.5
As at 31 December 2020, other non-current receivables include mainly paid rent deposits and capital-
ized financing costs. In the corresponding period of the previous year, the other non-current receivables
include almost exclusively paid rent deposits.
107
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS 2.6
a)
Other liabilities
Other payables
in TCHF
Prepayments by customers
Contingent consideration
Current income tax liabilities
Prepayments for construction contracts
less accruals for construction contracts
Liabilities arising from POC
Other positions
Total other payables
31.12.2020
31.12.2019
15 332
890
2 681
6 200
−6 091
109
12 878
31 890
14 952
853
3 420
7 197
−6 167
1 030
11 709
31 964
Key recognition and measurement assumptions
For the determination of the fair value of a contingent consideration, profit and revenue forecasts as well as the
current exchange rates are used that might result in a higher or lower fair value measurement. In addition, the
continued employment of certain selling shareholders was assumed.
b)
Current provisions
in TCHF
Total as at 1 January
Additional provisions
Change in scope of consolidation
Amounts utilized during the year
Unused amounts reversed
Currency differences
Total as at 31 December
2020
3 263
1 930
0
−1 323
−1 102
−63
2 705
2019
2 975
2 618
340
−1 966
−662
−42
3 263
Current provisions are warranty provisions that include material and personnel costs in relation to war-
ranty work.
Key recognition and measurement assumptions
In relation to machines and systems already delivered, Komax calculates the necessary warranty provisions on the
balance sheet date on the basis of analyses and estimates. The actual costs may differ from the provisions stated.
Any differences may affect the provision carried for warranty events in future reporting periods and therefore the
reported result for the period.
Recognition and measurement
Provisions: Provisions are formed if the Group has a current legal or constructive obligation arising from an event in
the past, if it appears probable that the asset base will be negatively impacted by settlement of the obligation, and if the
amount of the provision can be reliably determined. Provisions for warranties are based on past payments, revenues in
prior years, and current contracts. Komax normally gives a one-year warranty on machines and systems.
108
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Capital and financial risk management
3
In addition to details on shareholders’ equity, details are also provided on financial risk management at
the Komax Group.
3.1
Financial liabilities
in TCHF
Bank liabilities
Bank liabilities
Bank liabilities
Currency
31.12.2020
31.12.2019
CHF
EUR
USD
116 500
121 000
23 325
4 450
27 792
4 900
Total financial liabilities
144 275
153 692
Komax Holding AG finalized an agreement with a bank syndicate for a credit line amounting to
CHF 190.0 million (31 December 2019: CHF 160.0 million), of which CHF 1.5 million has been am-
ortized by the end of 2020 (2019: CHF 0.0 million). Additionally, there are further local credit
lines for subsidiaries available amounting to CHF 14.7 million (31 December 2019: CHF 26.3 million).
The maximum available local credit line is CHF 30.0 million (31 December 2019: CHF 30.0 million).
As at 31 December 2020 the Group has drawn on this credit limit to the amount of CHF 151.8 million
(31 December 2019: CHF 156.0 million).
Credit lines Komax Group
in CHF million
200
160
120
80
40
3
0
2
2
5
1
6
8
1
6
5
1
31.12.2020
31.12.2019
Total credit lines
Utilized credit lines
The maturities of the financial liabilities (without interest) are as follows:
in TCHF
less than 1 year
1–5 years
over 5 years
Total
As at 31 December 2020
As at 31 December 2019
8 012
18 103
135 477
133 881
786
144 275
1 708
153 692
Recognition and measurement
Financial liabilities: Financial liabilities comprising bank loans, mortgages, and bonds are valued at amortized cost.
Financial liabilities are recorded as current liabilities in the balance sheet unless the Group has the unconditional right to
defer settlement of the liability to a point in time at least twelve months after the relevant balance sheet date.
109
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS
Shareholders’ equity
3.2
This section shows the change in shareholders’ equity compared to the prior year.
Shareholders’ equity
in CHF million
600
450
300
150
100%
75%
52.3
50.8
50%
2
5
4
6
3
2
1
8
4
5
4
2
31.12.2020
31.12.2019
25%
Balance sheet total
Shareholders’ equity
Shareholders’ equity in % of total assets
a)
Share capital
Balance sheet date
31 December 2020
31 December 2019
31 December 2018
All registered shares are fully paid up.
b)
Treasury shares
Number of
shares
3 850 000
3 850 000
3 847 510
Par value
in CHF
0.10
0.10
0.10
Par value
in CHF
385 000
385 000
384 751
2020
Number
Average
price
in CHF
Purchase
costs (avg.)
in TCHF
Number
7 121
3 500
232.55
154.44
1 656
540
9 303
4 490
Average
price
in CHF
248.44
224.88
2019
Purchase
costs (avg.)
in TCHF
2 311
1 010
−4 688
232.55
−1 090
−6 672
249.54
−1 665
Total as at 1 January
Purchases
Transfer
(share-based compensation)
Total as at 31 December
5 933
186.47
1 106
7 121
232.55
1 656
Both at the end of the reporting year and at the end of the prior-year period, all treasury shares were
envisaged for share-based compensation programs. All treasury shares are held by Komax Holding AG.
Neither the other Group companies nor the staff pension scheme of Komax AG hold any shares of
Komax Holding AG.
110
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS c)
Conditional capital
Total as at 1 January
Exercise of options
Total as at 31 December
2020
Number
Par value
in CHF
Conditional
share capi-
tal in CHF
Number
Par value
in CHF
0
0
0
0.10
0.10
0.10
0
0
0
2 490
−2 490
0
0.10
0.10
0.10
2019
Conditional
share capital
in CHF
249
−249
0
There was no increase in conditional capital either in 2019 or in 2020. Conditional capital was created
for management and employee share ownership schemes.
Reserves
d)
The non-distributable reserves amounted to CHF 5.0 million as at 31 December 2020 (31 December
2019: CHF 5.2 million).
Recognition and measurement
Treasury shares: Treasury shares are recognized at the average weighted cost of acquisition, including the trans-
action costs assignable to them, and are then offset against shareholders’ equity. When treasury shares are sold or
issued, the consideration received is credited to shareholders’ equity.
Issuance of shares: Costs that are directly assignable to the issuance of new shares are recognized in shareholders’
equity in net form as a deduction from the issue proceeds.
Preferred shares: No preferred shares have been issued to date.
Financial risk management
3.3
The Komax Group is exposed to various financial risks, for example currency, credit, liquidity, and inter-
est rate risks, through its business activities. The Group’s overall risk management strategy is focused
on the unpredictability of developments in the financial markets and is intended to minimize the poten-
tial negative impact on the Group’s financial position. The Group uses derivative financial instruments
to protect itself against interest rate, currency, and credit risks. Risk management is conducted by the
finance department of Komax Holding AG in conformity with the guidelines issued by the Board of Di-
rectors. These guidelines set out procedures for the use of derivatives as well as for dealing with foreign
currency, interest rate, and credit risks. The guidelines are binding for all subsidiaries of the Komax
Group.
111
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Currency risk
a)
The Komax Group operates internationally and is therefore exposed to a variety of foreign exchange
risks. Foreign currency risks arise from future cash flows, assets, and liabilities recognized in the bal-
ance sheet, and investment in foreign companies. Komax Group generates its revenues in the following
currencies:
2020
8.3% CHF
9.4% Others
13.1% CNY
18.9% USD
2019
11.3% CHF
11.4% Others
10.3% CNY
21.4% USD
50.3% EUR
45.6% EUR
The most important year-end and average exchange rates were as follows:
Currency
USD
EUR
CNY
Year-end rate
31.12.2020
Average rate
2020
Year-end rate
31.12.2019
Average rate
2019
0.890
1.090
0.136
0.960
1.080
0.138
0.980
1.100
0.140
1.000
1.130
0.146
Komax is mainly exposed to currency risks relating to the USD, the EUR, and the CNY. Assuming that
the average rates against the CHF had been 10% lower or higher and that all other parameters re-
mained largely unchanged, the EBIT margin would have been changed as follows:
EUR/CHF average rate +/– 10%
USD/CHF average rate +/– 10%
CNY/CHF average rate +/– 10%
Change EBIT margin 2020
Change EBIT margin 2019
+/– 1.1%-pt.
+/– 0.8%-pt.
+/– 0.6%-pt.
+/– 0.8%-pt.
+/– 0.9%-pt.
+/– 0.5%-pt.
Credit risk
b)
Credit risks may exist with regard to bank account balances, derivative financial instruments, and re-
ceivables from customers. Komax regularly reviews the independent ratings of financial institutions.
Moreover, all risks pertaining to cash and cash equivalents are further minimized by using a variety of
banks rather than one single bank.
112
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Capital risk
c)
In the management of its capital, the Komax Group pays special attention to ensuring that the Group is
able to continue to operate, that shareholders receive an appropriate return for their risks, and that fi-
nancial ratios are optimized, taking the cost of capital into account. To achieve these targets, Komax
may adjust its dividend payment, issue new shares, or sell assets in order to scale back its debt.
Liquidity risk
d)
Prudent liquidity risk management involves maintaining sufficient reserves of cash and cash equivalents
and liquid securities as well as financing capacity through an adequate volume of approved lines of
credit. The amount of cash required for operations is reviewed annually and monitored on a monthly
basis by the finance department. Given the business environment in which Komax operates, it is also
essential for the Group to maintain the necessary financing flexibility by maintaining sufficient unused
lines of credit.
Interest rate risk
e)
Neither at 31 December 2020 nor at the prior year’s balance sheet date did the Komax Group possess
any assets that were subject to any material rate of interest. The Group’s financial risk policy is to fi-
nance long-term investments with long-term liabilities, which gives rise to an interest rate risk. If there is
a significant interest rate risk, the related cash flow risks are hedged through interest rate swaps.
Group structure
4
This section contains details on the scope of consolidation, including any changes (acquisitions, busi-
ness areas to be discontinued). The list of investments additionally contains all directly and indirectly
held investments as at 31 December 2020.
Scope of consolidation
4.1
The consolidated financial statements incorporate the individual financial statements of Komax Hold-
ing AG, Dierikon, and its subsidiaries.
The second half of 2020 saw the foundation of a further subsidiary, Testing Solutions Maroc Sàrl., which
commenced operations in the fourth quarter. There were no acquisitions in the period under review. In
the prior-year period, Artos Engineering and Exmore were acquired and a further subsidiary founded in
the form of Komax Distribution (Thailand) Co., Ltd.
Recognition and measurement
Subsidiaries: Subsidiaries are fully consolidated if Komax Holding AG exercises control over their financial and busi-
ness policies. As a rule, this is the case if Komax Holding AG directly or indirectly holds more than 50% of the subsid-
iary’s voting capital.
Date of consolidation: Subsidiaries are included in the consolidated financial statements from the date on which the
Group assumes control. They are deconsolidated from the date on which control is ceded.
Intragroup eliminations: Intragroup transactions, intragroup balances, and unrealized gains or losses from transac-
tions between Group companies are eliminated from the scope of consolidation.
113
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Business combinations
Acquisitions 2020
4.2
a)
There were no acquisitions in the reporting period.
b)
Acquisitions 2019
in TCHF
Acquired net assets at fair value
Cash and cash equivalents
Trade receivables
Other receivables
Inventories
Accrued income and prepaid expenses
Property, plant, and equipment
Intangible assets
Deferred tax assets
Other non-current receivables
Total assets
Current financial liabilities
Trade payables
Other payables
Current provisions
Accrued expenses and deferred income
Non-current financial liabilities
Deferred tax liabilities
Total liabilities
Acquired net assets
Acquisition costs
Goodwill
Total consideration
Contingent consideration
Transferred consideration
less acquired cash and cash equivalents
Net cash out 2019
114
Exmore
Artos
Engineering
3 235
2 127
248
3 360
178
3 392
1
83
0
12 624
−37
−2 593
−2 364
−325
−1 527
−31
−437
286
1 710
35
4 029
83
2 569
26
673
7
9 418
−1 652
−1 566
−523
−15
−602
−2 242
−88
Total
3 521
3 837
283
7 389
261
5 961
27
756
7
22 042
−1 689
−4 159
−2 887
−340
−2 129
−2 273
−525
−7 314
−6 688
−14 002
5 310
156
2 730
145
8 040
301
10 835
7 216
18 051
16 301
10 091
26 392
0
16 301
−3 235
13 066
1 889
8 202
−286
7 916
1 889
24 503
−3 521
20 982
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Exmore
Komax acquired a 100% stake in Exmore NV, Belgium, as per 1 October 2019. The acquired company
generated revenues of CHF 3.4 million in the fourth quarter 2019. The repercussions of this acquisition
for Group earnings after taxes are negligible.
Artos Engineering
Komax acquired a 100% stake in Artos Engineering Company, USA, and its subsidiary Artos Engineering
France S.à.r.l., France, as per 1 April 2019. The acquired company generated revenues of CHF 9.4
million from 1 April to 31 December 2019. The repercussions of this acquisition for Group earnings after
taxes are negligible.
Investments in associates
4.3
As at 31 December 2020 and 31 December 2019, Komax held no investments in associate companies.
Recognition and measurement
Investments in associates: Companies in which the Komax Group holds at least 20% of voting rights but in which it
has a stake of less than 50% or on which it exerts a key influence in other ways are recognized by the equity method,
and initially recorded at the corresponding acquisition cost.
115
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS 4.4
Equity holdings
Direct and indirect equity participation of Komax Holding AG as at 31 December 2020
Company
Switzerland
Komax Management AG
Komax AG
Europe
Artos Engineering France S.à.r.l.
Exmore NV
Kabatec GmbH & Co. KG
TSK Test Systems Bulgaria Ltd.
Komax Consult Deutschland GmbH
Komax France Sàrl.
Komax Kabelverarbeitungs-Systeme Deutschland GmbH
Komax Kabatec Verwaltungs GmbH
Komax Portuguesa S.A.
Komax SLE GmbH & Co. KG
Komax SLE Verwaltungs GmbH
Komax Thonauer Kft.
Laselec SA
SC Thonauer Automatic s.r.l.
Thonauer Gesellschaft m.b.H.
Thonauer spol. s.r.o.
Thonauer s.r.o.
TSK Beteiligungs GmbH
TSK Prüfsysteme GmbH
TSK Test Sistemleri San. Ltd. Şti.
TSK Test Systems SRL
Africa
Komax Maroc Sàrl.
Komax TSK Maroc Sàrl.
Testing Solutions Maroc Sàrl
TSK Tunisia s.a.l.
North/South America
Artos Engineering Company
Komax Comercial do Brasil Ltda.
Komax Corporation
Komax de México S. de R.L. de C.V.
Komax Holding Corporation
Komax York Inc.
Laselec Inc.
TSK Sistemas de Testes do Brasil Ltda.
TSK Test Systems Mexico, S. de R.L. de C.V.
TSK Innovations Co.
Asia
Komax Automation India Pvt. Ltd.
Komax Distribution (Thailand) Co., Ltd.
Komax Japan K.K.
Komax Shanghai Co. Ltd.
Komax Singapore Pte. Ltd.
116
Place
Dierikon, Switzerland
Dierikon, Switzerland
Treillières, France
Beerse, Belgium
Burghaun, Germany
Yambol, Bulgaria
Nuremberg, Germany
Domont, France
Nuremberg, Germany
Burghaun, Germany
Alcabideche, Portugal
Grafenau, Germany
Grafenau, Germany
Budakeszi, Hungary
Toulouse, France
Bucharest, Romania
Vienna, Austria
Brno, Czech Republic
Bratislava, Slovakia
Porta Westfalica, Germany
Porta Westfalica, Germany
Ergene/Tekirdağ, Turkey
Bistrita, Romania
Mohammédia, Morocco
Tangier, Morocco
Tangier, Morocco
Tunis, Tunisia
Brookfield, Wisconsin, USA
São Paulo, Brazil
Buffalo Grove, Illinois, USA
Irapuato, Mexico
Buffalo Grove, Illinois, USA
Buffalo Grove, Illinois, USA
Grand Prairie, Texas, USA
Colombo, Brazil
Irapuato, Mexico
El Paso, Texas, USA
Gurgaon, India
Bangkok, Thailand
Tokyo, Japan
Shanghai, China
Singapore
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Purpose
Participation
Consolidation
Ordinary capital
Group services and management
R&D, engineering, production, marketing, sales
Sales
R&D, engineering, production, marketing, sales
R&D, engineering, production, marketing, sales
Engineering, production, marketing, sales
Regional services
Sales
Sales
Administration
Sales
R&D, engineering, production, marketing, sales
Administration
R&D, engineering, production, marketing, sales
R&D, engineering, production, marketing, sales
Sales
Sales
Sales
Sales
Holding of equity interests
R&D, engineering, production, marketing, sales
Engineering, production, marketing, sales
Sales
Sales
Engineering, production, marketing, sales
Engineering, production, marketing, sales
Engineering, production, marketing, sales
R&D, engineering, production, marketing, sales
Sales
Sales
Sales
Holding of equity interests
Administration
Sales
Engineering, production, marketing, sales
Production
Sales
Sales
Sales
R&D, production, marketing, sales
R&D, production, sales
R&D, production, sales
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
CHF
CHF
EUR
EUR
EUR
BGN
EUR
EUR
EUR
EUR
EUR
EUR
EUR
HUF
EUR
100 000
5 000 000
182 939
60 760
100 000
600 000
30 000
1 500 000
400 000
25 000
750 000
5 700 000
25 000
10 000 000
545 280
Full consolidation
RON
2 200 000
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
EUR
CZK
EUR
EUR
EUR
TRY
36 336
200 000
6 639
4 000 000
1 764 700
14 950 000
Full consolidation
RON
110 152
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
MAD
EUR
MAD
TND
USD
BRL
USD
MXN
USD
USD
USD
BRL
MXN
USD
INR
THB
JPY
USD
SGD
10 000 000
300 000
2 100 000
366 000
330 905
200 000
1 000 000
3 000
8 160 000
150
1
362 500
3 000
1 000 000
10 000 000
33 000 000
90 000 000
12 210 000
8 600 000
117
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Other information
5
This section contains all the information not addressed in the previous sections, e.g. information on
employee benefits and share-based compensation.
5.1
Employee benefits
in TCHF
2020
2019
Pension plans with surplus cover
Total
in TCHF
Surplus cover
as per FER 26
Economic share
within the Group
Economic share
within the Group
753
753
0
0
0
0
Change compared
to prior year /
expense of
reporting period
Contributions accrued
for the period
Employee benefits
expenditure in
personnel expenses
Employee benefits
expenditure in
personnel expenses
2020
2019
Pension plans with
surplus cover
Total
0
0
5 016
5 016
5 016
5 016
4 881
4 881
The employee benefits expenditure stated only comprises contributions made to the benefit schemes
at the expense of the company.
The pension plans with surplus cover are related to the staff pension scheme of Komax AG in Switzer-
land. The coverage rate amounted to 113.4% as at 31 December 2020 (31 December 2019: 115.8%).
The actuarial calculations are based on a technical interest rate of 1.75% (31 December 2019: 2.0%)
as well as the technical basis of BVG 2015 (31 December 2019: BVG 2015).
There were no material employer contribution reserves as at 31 December 2020 or as at 31 Decem-
ber 2019.
Recognition and measurement
Employee benefits: The key companies are based in Switzerland, where employee benefits are amalgamated in a
legally independent foundation regulated by the Federal Law on Old-Age, Survivors’ and Disability Insurance (BVG). No
significant pension plans are managed abroad. The ascertainment of any surplus or shortfall in respect of Swiss pension
plans is undertaken on the basis of the annual financial statements of the corresponding pension schemes in accor-
dance with Swiss GAAP FER 26. Any benefit arising from employer contribution reserves is recognized as an asset. The
capitalization of an additional economic benefit (as a result of a pension scheme having surplus cover) is not intended,
nor are the prerequisites for such a step met. An economic obligation is carried as a liability if the prerequisites for the
creation of a provision are met.
118
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Share-based compensation
5.2
The Komax Group has the following share-based compensation agreements:
Komax Performance Share Unit Plan (PSU)
a)
The plan (equity-settled plan) for the executive management comprises PSUs with a three-year vesting
period which are dependent on the attainment of a performance target and the continuation of the em-
ployment relationship. The number of PSUs allocated is calculated by dividing a fixed amount by the
average closing share price during the 60 days preceding the start of the vesting period. The actual
payout at the end of the vesting period takes the form of shares, and is dependent on the average EBIT
margin or RONCE over three years compared to the target determined in advance by the Board of
Directors. The payout multiplier may range from 0% to 150%. The actual value of the allocation at the
end of the vesting period is therefore dependent on the payout multiplier and the development of the
share price over the course of the vesting period. In the event of any termination of the employment
relationship, pro rata vesting applies at the ordinary vesting date.
Terms of outstanding rights as at 31 December 2020
Number of outstanding rights
Vesting period
Allocation
Fair value on the day of granting
Total fair value at allocation
2018–2020
2019–2021
2020–2022
1 337
3 years
2021
295.00
394
0
3 years
2022
265.51
0
2 762
3 years
2023
219.65
607
CHF
TCHF
119
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Komax Long-term Share Incentive Plan
b)
The plan (equity-settled plan) for managers is currently not linked to profitability conditions, and con-
tains a three-year vesting period. The number of shares allocated is calculated by dividing a fixed
amount by the average closing share price during the 60 days preceding the start of the vesting period.
The actual payout at the end of the vesting period takes the form of shares. In the event of any termina-
tion of the employment relationship, pro rata vesting applies at the ordinary vesting date.
Number of rights
Total as at 1 January
Granted on 1 January
Forfeited
Transferred to participants
Total as at 31 December
2020
6 090
2 460
−104
2019
7 245
1 935
0
−2 495
−3 090
5 951
6 090
The fair value on the day of granting amounted to CHF 219.65 (2019: CHF 265.51).
Komax Long-term Cash Incentive Plan
c)
The plan (cash-settled plan) for managers is currently not linked to profitability conditions, and contains
a three-year vesting period. The actual payout at the end of the vesting period is determined at the end
of the performance period, and is based on a multiplication of the allocation amount by the share price
performance factor (ratio of final share price to starting share price).
Number of rights
Total as at 1 January
Granted on 1 January
Forfeited
Transferred to participants
Total as at 31 December
2020
3 602
1 777
−108
2019
3 694
1 432
−181
−1 099
−1 343
4 172
3 602
The fair value on the day of granting amounted to CHF 219.65 (2019: CHF 265.51).
120
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Komax Restricted Share Plan
d)
Restricted shares are allocated to Board members at the end of their period of office shortly before the
Annual General Meeting (equity-settled plan); the lock-in period is three years. In the event of resigna-
tion from office as a result of retirement, death, or disability, the entitlement to restricted shares is cal-
culated on a pro rata temporis basis. In such cases, lock-in periods may be either continued or rescind-
ed at the discretion of the Board of Directors. In the 2020 financial year, 1 088 shares (2019: 791 shares)
with a fair value of CHF 141.60 (2019: CHF 210.00) on the date of granting were allocated to the Board
of Directors.
Recognition and measurement
Share-based compensation: All share-based compensation granted to staff is estimated at fair value as per the date
it is granted, and is charged evenly across the vesting period to the corresponding income statement positions within
the operating result. In the case of compensation plans involving remuneration in the form of equity instruments, the
expense of the granted compensation is booked as an increase in shareholders’ equity, and any funds received from
the exercise of this compensation following the vesting period are booked as a change in shareholders’ equity. The
fair value of the amount that is to be paid to employees in respect of share appreciation rights and settled in the form
of cash is booked as an expense with a corresponding increase in debt over the period in which employees acquire
unrestricted access to these payments.
5.3
Related party transactions
Transactions with associated companies
in TCHF
Sale of goods and services
Interest income
Other receivables (current and non-current) as at 31 December
2020
2019
0
61
0
0
0
0
Related party transactions include members of the Board of Directors, members of the Executive Com-
mittee, pension funds, and key shareholders, as well as companies controlled by the same. In the year
under review, no transactions were entered into with closely linked persons in connection with the sale
and purchase of goods and services (2019: none). With the exception of the regular employer contribu-
tions to the pension fund, no transactions were effected with related parties (2019: none).
121
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Off-balance-sheet transactions
Contingent liabilities
5.4
a)
As of the end of 2020, there is a contingent liability of CHF 0.6 million. Komax considers the risk of a
payment due to this contingent liability to be low.
Aside from a service performance guarantee of CHF 0.1 million (31 December 2019: CHF 0.3 million),
there were other guarantees of CHF 6.6 million (31 December 2019: CHF 2.4 million) granted; these al-
most exclusively comprise guarantees granted to customers for advance payments.
b)
Ownership restrictions for own liabilities
in TCHF
Book value real estate
Lien on real estate
Utilization
31.12.2020
31.12.2019
77 835
37 344
33 770
18 867
7 280
6 283
The pledged assets will be used to secure own liabilities.
Contractual obligations
c)
As at 31 December 2020, no contractual obligations existed with respect to the acquisition of property,
plant, and equipment (31 December 2019: CHF 15.6 million). Future liabilities arising from operating
lease agreements amount to CHF 1.8 million due in 2021 and CHF 2.1 million due in 2022–2025
(31 December 2019: CHF 2.7 million due in 2020 and CHF 3.0 million due in 2021−2024).
Other key accounting principles
Key figures not defined under Swiss GAAP FER
5.5
a)
By stating its free cash flow in the cash flow statement, the Komax Group is reporting an item that is not
in conformity with Swiss GAAP FER but is nonetheless a key figure for Komax, as well as being widely
used and recognized in the financial sector. This key figure is an amalgamation of cash flow from oper-
ating activities and cash flow from investing activities. In the income statement, Komax discloses the
revenues as an additional subtotal that is not defined under Swiss GAAP FER. This subtotal includes
other operating income in addition to net sales and is used for the calculation of important key figures.
As gross profit is an important key figure for Komax, the corresponding interim total is reported sepa-
rately in the income statement. Gross profit comprises revenues (net sales and other operating income)
minus the cost of materials and changes in inventory of unfinished and finished products.
122
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS b)
Currency conversion
Recognition and measurement
Functional currency and reporting currency: Items included in the financial statements of each entity are measured
using the currency that best reflects the economic substance of the underlying events and circumstances relevant to
that entity (the functional currency). The consolidated financial statements are presented in CHF, which is the functional
currency of the parent company, Komax Holding AG.
Transactions and balances: Foreign currency transactions are translated into the functional currency at the rate
prevailing on the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such trans-
actions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in
the income statement.
Group companies: The earnings and balance sheet figures of foreign business units with a functional currency other
than the Swiss franc are translated to Swiss francs as follows:
a) Assets and liabilities are translated at the exchange rate on the balance sheet date for each such date.
b) Revenues and expenses are translated at the weighted average exchange rate for each income statement.
c) All exchange rate gains and losses are recognized in shareholders’ equity and reported on a separate line within
retained earnings.
Exchange rate differences arising from the translation of net investments in foreign business units are recognized under
comprehensive income. When a foreign company is sold, these exchange rate differences are reported in income as
part of the gain or loss from the sale.
c)
Other important accounting policies
Recognition and measurement
Cash and cash equivalents: Cash and cash equivalents include banknotes, sight deposits, and other current, highly
liquid financial assets with an original maturity of no greater than three months. Utilized current account overdrafts are
shown on the balance sheet as payables to credit institutions under current financial liabilities.
Trade payables: Trade payables are valued initially at fair value, which is normally the amount originally invoiced, and
subsequently measured at amortized cost.
Non-operating properties: Investment property encompasses land and buildings held with a view to generating rental
income or for purposes of capital appreciation, and not for internal production purposes, the delivery of goods, or the
provision of services, administrative purposes, or sales in the context of ordinary business activity. Investment property
is valued at acquisition or construction cost less cumulative depreciation.
Transactions with minorities: Changes in ownership interests in subsidiaries are recognized as equity capital trans-
actions provided control remains intact.
Impairment of non-monetary assets: Assets subject to planned amortization are also tested for impairment if events
or changes in circumstances create a presumption that the carrying value can potentially no longer be realized. An
impairment is recorded in the amount by which the asset’s carrying value exceeds its realizable value. The realizable
value is the greater of the asset’s fair value less disposal costs and its use value. In determining impairments, assets
are grouped according to the smallest separately identifiable cash-generating units.
123
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Report of the statutory auditor to the General Meeting of Komax Holding AG, Dierikon
Report on the audit of the consolidated financial statements
Opinion
We have audited the consolidated financial statements of Komax Holding AG and its subsidiaries (the Group),
which comprise the consolidated income statement, the consolidated balance sheet as at 31 December 2020, the
consolidated statement of shareholders’ equity and the consolidated cash flow statement for the year then ended,
and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements on pages 88 to 123 give a true and fair view of the consoli-
dated financial position of the Group as at 31 December 2020 and its consolidated financial performance and its
consolidated cash flows for the year then ended in accordance with Swiss GAAP FER and comply with Swiss law.
Basis for opinion
We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Our responsibilities under
those provisions and standards are further described in the “Auditor’s responsibilities for the audit of the consoli-
dated financial statements” section of our report.
We are independent of the Group in accordance with the provisions of Swiss law and the requirements of the Swiss
audit profession and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our audit approach
Overview
Materiality
Audit scope
Key audit
matters
Overall Group materiality: CHF 1 900 000
We concluded full scope audit work at eight reporting units in six countries.
Our audit scope addressed 60% of the Group's net sales. In addition, an au-
dit of account balances was performed at one other Group company, which
addressed a further 12% of net sales of the Group. We obtained additional
assurance through the audits of the statutory financial statements of a further
eight companies (five different countries). These addressed a further 12% of
net sales of the Group.
As key audit matter, the following area of focus was identified:
– Revenue recognition in the appropriate period
Materiality
The scope of our audit was influenced by our application of materiality. Our audit opinion aims to provide reason-
able assurance that the consolidated financial statements are free from material misstatement. Misstatements may
arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the
overall Group materiality for the consolidated financial statements as a whole as set out in the table below. These,
together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on
the consolidated financial statements as a whole.
124
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Overall Group
materiality
CHF 1 900 000
How we determined it
0.6% of net sales, rounded
Rationale for the
materiality benchmark
applied
We chose net sales as the benchmark for determining materiality. This benchmark
takes into account the volatility of the business environment and is a generally accept-
ed benchmark for materiality considerations.
We agreed with the Audit Committee that we would report to them misstatements above CHF 180 000 identified
during our audit as well as any misstatements below that amount which, in our view, warranted reporting for qual-
itative reasons.
Audit scope
We designed our audit by determining materiality and assessing the risks of material misstatement in the consoli-
dated financial statements. In particular, we considered where subjective judgements were made; for example, in
respect of significant accounting estimates that involved making assumptions and considering future events that
are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal
controls, including among other matters consideration of whether there was evidence of bias that represented a
risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the
consolidated financial statements as a whole, taking into account the structure of the Group, the accounting pro-
cesses and controls, and the industry in which the Group operates.
The consolidated financial statements include within their scope 43 entities. We identified eight Group companies
for which, in our opinion, an audit of the complete financial information was necessary on the grounds of their size
or risk characteristics. For one other Group company, an audit of account balances was performed to address sig-
nificant items adequately. We obtained additional assurance from the timely performance of audits of the statutory
financial statements of eight Group companies.
All of the Group companies in the described audit scope were audited by local national PwC firms. None of the
Group companies excluded from our audit of the consolidated financial statements accounted individually for
more than 3% of Group net sales.
To provide appropriate guidance to and monitor the work of the auditors of the Group companies, the Group audit
team performed selected reviews of the audit working papers and held telephone conferences with the auditors
of the Group companies.
Report on key audit matters based on the circular 1/2015 of the Federal Audit Oversight Authority
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements of the current period. These matters were addressed in the context of
our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Revenue recognition in the appropriate period
Key audit matter
How our audit addressed the key audit matter
We consider revenue recognition in the appropriate
period to be a key audit matter because of the scope
for judgement involved in determining, as required,
exactly when the risks and rewards associated with
goods delivered and services rendered are transferred
in accordance with the Swiss GAAP FER accounting
requirements.
On the basis of the agreed delivery terms (Incoterms),
the expected average delivery times until the effective
transfer of the risks and rewards of ownership to the
customer and taking into account special cases (e.g.
delivery delays), Komax realises revenue from sales of
goods in the period in which it transfers the risks and
rewards of ownership.
Please refer to page 96 of the notes to the consolidated
financial statements.
We checked on a sample basis that revenue was recog-
nised in the correct period for the months of December
2020 and January 2021. For the selected samples, we
assessed the underlying Incoterms and in selected cas-
es checked the average delivery times. In some cas-
es, we interviewed the persons responsible, including
those from other departments.
We concluded that the criteria for revenue recognition
in the appropriate period in accordance with the Swiss
GAAP FER requirements were complied with in the
consolidated financial statements for the year ended
31 December 2020.
125
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS Responsibilities of the Board of Directors for the consolidated financial statements
The Board of Directors is responsible for the preparation of the consolidated financial statements that give a true
and fair view in accordance with Swiss GAAP FER and the provisions of Swiss law, and for such internal control
as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with Swiss law and Swiss Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these con-
solidated financial statements.
As part of an audit in accordance with Swiss law and Swiss Auditing Standards, we exercise professional judgment
and maintain professional scepticism throughout the audit. We also:
–
–
–
–
–
–
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material mis-
statement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, for-
gery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit
opinion.
126
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS We communicate with the Board of Directors or its relevant committee regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant deficiencies in inter-
nal control that we identify during our audit.
We also provide the Board of Directors or its relevant committee with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors or its relevant committee, we determine those matters
that were of most significance in the audit of the consolidated financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation pre-
cludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an
internal control system exists which has been designed for the preparation of consolidated financial statements
according to the instructions of the Board of Directors.
We recommend that the consolidated financial statements submitted to you be approved.
PricewaterhouseCoopers AG
Thomas Brüderlin
Audit expert
Auditor in charge
Basel, 15 March 2021
Sebastian Gutmann
Audit expert
127
FINANCIAL REPORT 2020CONSOLIDATED FINANCIAL STATEMENTS
Balance sheet of Komax Holding AG
in TCHF
Assets
Cash and cash equivalents
Other current receivables third parties
Other current receivables Group
Financial loans Group
Accrued income / prepaid expenses
Total current assets
Financial investments Group
Investments in subsidiaries
Total non-current assets
Total assets
Liabilities and shareholders’ equity
Trade payables
Current interest-bearing liabilities Group
Current interest-bearing liabilities third parties
Other current liabilities third parties
Other current liabilities Group
Accrued expenses / deferred income
Provisions
Total current liabilities
Non-current interest-bearing liabilities third parties
Total non-current liabilities
Total liabilities
Share capital
Capital contribution reserves
Other statutory capital reserves
Statutory profit reserves
Profit reserves determined by resolution
Retained earnings
Earnings after taxes
Treasury shares
Total shareholders’ equity
31.12.2020
%
31.12.2019
%
441 843
100.0
461 471
1 019
723
3 106
92 653
92
97 593
108 399
235 851
344 250
239
1 635
7 085
0
1
449
564
9 973
103 350
103 350
113 323
385
814
2 000
100
311 403
177
14 747
−1 106
328 520
216
168
4 460
131 262
79
22.1
136 185
29.5
93 674
231 612
325 286
77.9
249
0
17 150
1
1
297
350
2.3
18 048
3.9
23.4
25.7
130 200
130 200
148 248
385
814
2 000
100
271 403
693
39 484
−1 656
74.3
313 223
70.5
100.0
28.2
32.1
67.9
100.0
Total liabilities and shareholders’ equity
441 843
100.0
461 471
128
FINANCIAL REPORT 2020FINANCIAL STATEMENTS OF KOMAX HOLDING AG Income statement of Komax Holding AG
in TCHF
Dividend income
Other financial income
Other operating income
Total income
Financial expenses
Compensation
Other operating expenses
Value adjustment on investments
Direct taxes
Total expenses
Earnings after taxes
2020
23 760
6 849
500
31 109
−11 645
−754
−2 538
−1 429
4
2019
40 355
8 955
645
49 955
−6 960
−860
−2 494
0
−157
−16 362
−10 471
14 747
39 484
129
FINANCIAL REPORT 2020FINANCIAL STATEMENTS OF KOMAX HOLDING AG Notes to the 2020 financial statements of Komax Holding AG
Principles
General
1
1.1
These annual financial statements were drawn up according to the provisions of Swiss accounting law
(Section 32 of the Swiss Code of Obligations). The key valuation principles applied other than those
prescribed by law are described below. Here it should be remembered that use has been made of the
option to create and release hidden reserves for the purpose of securing the company’s lasting
prosperity.
As Komax Holding AG draws up a set of consolidated financial statements in line with a recognized
accounting standard (Swiss GAAP FER), it has elected not to include in these financial statements – in
keeping with statutory guidelines – explanatory notes on interest-bearing liabilities and audit fees, as
well as the presentation of a cash flow statement.
Financial investments
1.2
Financial investments comprise non-current financial loans. Granted loans are valued at the respective
balance sheet date, whereby unrealized losses are accounted for but unrealized gains are not (imparity
principle).
Investments
1.3
Investments are initially recognized at cost. The valuation of investments is reviewed annually on an
individual basis and if necessary adjusted to a lower recoverable amount.
Treasury shares
1.4
Treasury shares are recorded at the time they are acquired as minus items in shareholders’ equity, at
acquisition cost. In the event of a later resale, the profit or loss is recognized in the income statement
as financial income or financial expense.
Share-based compensation
1.5
If treasury shares are used for the share-based compensation of Board members, the difference be-
tween the acquisition cost and the actual payment to Board members when the shares are allocated is
booked to compensation.
130
FINANCIAL REPORT 2020FINANCIAL STATEMENTS OF KOMAX HOLDING AG Information on balance sheet and income statement positions
Assets
2
2.1
Other current receivables from Group companies decreased by a total of CHF 1.4 million. This balance
sheet item contains open interest receivables in respect of subsidiary companies.
The Group’s current financial loans decreased by a total of CHF 38.6 million. This balance sheet item
likewise encompasses the current account loan of Komax Holding AG to Komax AG, Switzerland.
Financial investments Group comprise non-current financial loans and participation loans. The Group’s
financial investments have increased as a result of regrouping current financial loans and newly granted
loans.
Liabilities
2.2
The “Current interest-bearing liabilities third parties” and “Current interest-bearing liabilities Group”
items comprise current financial loans reported by subsidiary companies and banks.
The provisions relate to taxes on earnings and capital taxes as well as open tax claims in respect of
corporation tax to be paid on the holdings in Germany.
Komax Holding AG and a syndicate of banks led by Credit Suisse have a valid credit agreement for a
credit limit of CHF 160.0 million. The credit agreement is valid until 31 January 2023. The credit line
provides the Group with the necessary entrepreneurial flexibility, guarantees the financing of commer-
cial operations, and ensures the continued implementation of corporate strategy. As at 31 December
2020, the Group had drawn on this credit limit to the amount of CHF 88.0 million, USD 5.0 million, and
EUR 10.0 million (total drawing: CHF 103.4 million).
In accordance with the applicable capital contribution principle, capital contributions (share premiums)
made after 31 December 1996 are disclosed in the separate equity item “Statutory capital reserves”.
Repayments to shareholders from this account are treated in the same way as the repayment of nominal
capital and are not subject to withholding tax.
Income
2.3
Dividend income amounted to CHF 23.8 million in the year under review (2019: CHF 40.4 million).
Other financial income contains interest income on granted loans as well as realized and unrealized
exchange rate gains on cash and cash equivalents, and loans in foreign currency.
Other operating income comprises billed amounts for holding fees and licenses, as well as incidental
revenues of third parties and the Group.
131
FINANCIAL REPORT 2020FINANCIAL STATEMENTS OF KOMAX HOLDING AG Expenses
2.4
The “Financial expenses” item comprises, among other things, interest expenses and commissions,
securities losses, and unrealized and realized exchange rate losses on cash and cash equivalents, and
loans in foreign currency.
Compensation comprises compensation paid to the Board of Directors.
The “Other operating expenses” item includes patents and license costs, advisory and legal expenses,
investor relations expenses, representation expenses, insurance premiums, and other operating expendi-
ture items.
Direct taxes contain expenses for taxes on earnings and corporation tax.
Company and legal form, registered office
3
Company:
Legal form:
Registered office: Dierikon, Canton Lucerne, Switzerland
Komax Holding AG
Aktiengesellschaft (company limited by shares)
Full-time employees
4
Komax Holding AG does not have any employees.
Participations
5
The direct and indirect participations of Komax Holding AG are set out in the consolidated financial
statements on pages 116 and 117.
Treasury shares
6
Details of the treasury shares of Komax Holding AG are provided in the consolidated financial state-
ments on page 110.
7
Contingent liabilities
in TCHF
Joint liability for Group taxation value-added tax
31.12.2020
31.12.2019
p.m.
p.m.
Guarantees
in EUR
in USD
Total
5 707
75
5 782
1 288
291
1 579
From the total contingent liabilities of CHF 5.8 million (31 December 2019: CHF 1.6 million),
CHF 5.7 million (31 December 2019: CHF 1.3 million) are contingent liabilities in favor of subsidiaries.
132
FINANCIAL REPORT 2020FINANCIAL STATEMENTS OF KOMAX HOLDING AG Major shareholders
8
As at 31 December 2020 and 31 December 2019, the company had no major shareholders holding
more than 5% of the votes.
Externally regulated capital requirements (covenants)
9
The Group’s financial liabilities are generally subject to the following externally regulated capital require-
ment (covenant) as per the syndicated loan agreement:
The debt factor may not exceed 3.25 either at 31 December 2019 or thereafter at each quarter-end
balance sheet date.
This parameter was adjusted owing to the development of business. Measurement of the debt factor is
being suspended from 30 June 2020 to 30 June 2021. In place of the debt factor, a defined minimum
EBITDA must be achieved during this period.
The Komax Group complied with those requirements as at 31 December 2020. Within the scope of the
syndicated loan agreement, Komax Holding AG guarantees the liabilities of any member of the Komax
Group.
133
FINANCIAL REPORT 2020FINANCIAL STATEMENTS OF KOMAX HOLDING AG 10
Holdings of shares
Assets in units
Board of Directors
Beat Kälin
David Dean
Andreas Häberli
Kurt Haerri
Mariel Hoch
Roland Siegwart
Total Board of Directors
Executive Committee
Matijas Meyer
Andreas Wolfisberg
Jürgen Hohnhaus1
Tobias Rölz2
Chairman
Member
Member
Member
Member
Member
CEO
CFO
Executive Vice President
Executive Vice President
Marc Schürmann
Executive Vice President
Marcus Setterberg
Executive Vice President
Günther Silberbauer3
Executive Vice President
Total Executive Committee
1 Member of the Executive Committee since 1 January 2020.
2 Member of the Executive Committee since 1 July 2020.
3 Member of the Executive Committee until 31 December 2019.
31.12.2020
Shares
31.12.2019
Shares
10 316
1 300
331
3 130
143
2 271
17 491
4 397
673
0
0
319
256
n.a.
5 645
9 972
1 128
188
2 987
0
2 128
16 403
4 000
500
n.a.
n.a.
200
137
0
4 837
Net release of hidden reserves
11
The total amount of the net released hidden reserves amounted to CHF 0.0 million (2019:
CHF 0.0 million).
134
FINANCIAL REPORT 2020FINANCIAL STATEMENTS OF KOMAX HOLDING AG
FINANCIAL REPORT 2020
PROPOSAL FOR THE APPROPRIATION OF PROFIT
Proposal for the appropriation of profit
The Board of Directors proposes the following appropriation of profit:
in CHF
Balance carried forward from previous year
Profit after taxes
Total available for distribution
Allocation to free reserves
Profit carried forward
Total
31.12.2020
31.12.2019
176 830
692 879
14 747 274
39 483 951
14 924 104
14 800 000
40 176 830
40 000 000
124 104
176 830
14 924 104
40 176 830
135
Report of the statutory auditor to the General Meeting of Komax Holding AG, Dierikon
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Komax Holding AG, which comprise the balance sheet as at 31 De-
cember 2020, income statement and notes for the year then ended, including a summary of significant accounting
policies.
In our opinion, the financial statements as at 31 December 2020 on pages 128 to 135 comply with Swiss law and
the company’s articles of incorporation.
Basis for opinion
We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Our responsibilities under
those provisions and standards are further described in the “Auditor’s responsibilities for the audit of the financial
statements” section of our report.
We are independent of the entity in accordance with the provisions of Swiss law and the requirements of the Swiss
audit profession and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our audit approach
Overview
Materiality
Overall materiality: CHF 1 600 000
We tailored the scope of our audit in order to perform sufficient work to enable
us to provide an opinion on the financial statements as a whole, taking into
account the structure of the entity, the accounting processes and controls, and
the industry in which the entity operates.
Audit scope
As key audit matter the following area of focus has been identified:
– Valuation of investments in subsidiaries
Key audit
matters
Materiality
The scope of our audit was influenced by our application of materiality. Our audit opinion aims to provide reason-
able assurance that the financial statements are free from material misstatement. Misstatements may arise due to
fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including
the overall materiality for the financial statements as a whole as set out in the table below. These, together with
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our
audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the financial
statements as a whole.
Overall materiality
CHF 1 600 000
How we determined it
0.5% of net assets, rounded
Rationale for the
materiality bench-
mark applied
We chose net assets as the benchmark for materiality considerations because the
Company primarily holds investments and grants loans to Group companies.
We agreed with the Audit Committee that we would report to them misstatements above CHF 160 000 identified
during our audit as well as any misstatements below that amount which, in our view, warranted reporting for qual-
itative reasons.
136
FINANCIAL REPORT 2020FINANCIAL STATEMENTS OF KOMAX HOLDING AG Audit scope
We designed our audit by determining materiality and assessing the risks of material misstatement in the financial
statements. In particular, we considered where subjective judgements were made; for example, in respect of sig-
nificant accounting estimates that involved making assumptions and considering future events that are inherently
uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including
among other matters consideration of whether there was evidence of bias that represented a risk of material mis-
statement due to fraud.
Report on key audit matters based on the circular 1/2015 of the Federal Audit Oversight Authority
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Valuation of investments in subsidiaries
Key audit matter
How our audit addressed the key audit matter
The shares of the capital of subsidiaries held by the Komax
Holding AG are recognised in the financial statements
under “Investments in subsidiaries” (CHF 235.9 million).
Investments in subsidiaries are valued individually and
stated at acquisition cost less necessary impairment
charges.
The company tests these investments for impairment
by comparing the book value of the investment with the
shareholders’ equity according to Swiss GAAP FER. If
the book value exceeds the shareholder’s equity, the
value in use of the subsidiary is considered. To deter-
mine the value in use, an indepth valuation analysis is
performed using cash flow forecasts based on the busi-
ness plans approved by Management and the Board of
Directors.
This valuation analysis is based on Management’s as-
sumptions, which involve significant scope for judge-
ment. For this reason, we deemed the impairment
testing of investments in subsidiaries to be a key audit
matter.
Please refer to note 1.3 (Investments).
Where a book value was higher than the recorded
shareholders’ equity, we performed a detailed analysis
of the valuation analysis performed by Management.
This included:
–
–
–
–
–
Discussion with Management of the results and fu-
ture prospects of specific subsidiaries.
Assessment of the correctness and mathematical
accuracy of the applied valuation methods.
Plausibility check of the assumptions applied by
Management concerning the discount rate, long-
term growth rates and margins.
We compared the results of the year under review
with the forecasts made in the prior year and as-
sessed the appropriateness of the prior year’s as-
sumptions.
Conducting sensitivity analyses.
We consider the valuation process and the assump-
tions applied by Management to be adequate and a
sufficient basis for assessing the valuation of invest-
ments in subsidiaries.
Responsibilities of the Board of Directors for the financial statements
The Board of Directors is responsible for the preparation of the financial statements in accordance with the pro-
visions of Swiss law and the company’s articles of incorporation, and for such internal control as the Board of
Directors determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the entity’s ability to con-
tinue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intends to liquidate the entity or to cease operations, or
has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with Swiss law and Swiss Auditing Standards will always detect a material misstatement when it exists. Misstate-
ments can arise from fraud or error and are considered material if, individually or in the aggregate, they could rea-
sonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
137
FINANCIAL REPORT 2020FINANCIAL STATEMENTS OF KOMAX HOLDING AG As part of an audit in accordance with Swiss law and Swiss Auditing Standards, we exercise professional judgment
and maintain professional scepticism throughout the audit. We also:
–
–
–
–
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi-
cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, inten-
tional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the entity’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condi-
tions that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related dis-
closures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our con-
clusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the entity to cease to continue as a going concern.
We communicate with the Board of Directors or its relevant committee regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant deficiencies in inter-
nal control that we identify during our audit.
We also provide the Board of Directors or its relevant committee with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors or its relevant committee, we determine those mat-
ters that were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an in-
ternal control system exists which has been designed for the preparation of financial statements according to the
instructions of the Board of Directors.
We further confirm that the proposed appropriation of available earnings complies with Swiss law and the compa-
ny’s articles of incorporation. We recommend that the financial statements submitted to you be approved.
PricewaterhouseCoopers AG
Thomas Brüderlin
Audit expert
Auditor in charge
Basel, 15 March 2021
Sebastian Gutmann
Audit expert
138
FINANCIAL REPORT 2020FINANCIAL STATEMENTS OF KOMAX HOLDING AG
FIVE YEAR OVERVIEW
FURTHER INFORMATION 2020
FIVE YEAR OVERVIEW
in TCHF
Income statement
Revenues
Gross profit
in % of revenues
EBITDA
in % of revenues
Operating profit (EBIT)
in % of revenues
Group earnings after taxes (EAT)
in % of revenues
Depreciation
Research and development
in % of revenues
Balance sheet
Non-current assets
Current assets
Shareholders’ equity2
in % of total assets
Share capital
Total liabilities
in % of total assets
Non-current financial liabilities
Current financial liabilities
Net cash (+) / net indebtedness (−)
Total assets
Cash flow statement
Cash flow from operating activities
Investments in non-current assets
Free cash flow
Employees
Headcount as at 31 December
Revenues per employee3
Gross value added per employee3
Net value added per employee3
Share details
Shares4
Par value
Highest price
Lowest price
Closing price as at 31 December
2020
2019
2018
2017
20161
327 623
199 860
61.0
26 340
8.0
11 254
3.4
−1 319
−0.4
15 086
29 756
9.1
198 870
253 219
236 486
52.3
385
215 603
47.7
137 169
7 106
−92 426
452 089
41 766
25 811
15 435
2 095
177
83
75
3 850
0.10
238.80
122.00
176.30
417 771
258 930
479 698
297 903
408 509
256 476
391 820
247 943
62.0
36 837
8.8
24 035
5.8
13 221
3.2
12 802
41 531
9.9
192 369
288 867
244 604
50.8
385
62.1
78 614
16.4
67 254
14.0
51 787
10.8
11 360
41 051
8.6
149 299
313 605
281 640
60.8
385
62.8
66 115
16.2
55 069
13.5
42 101
10.3
11 046
36 668
9.0
123 356
291 102
258 178
62.3
383
63.3
64 420
16.4
55 424
14.1
38 703
9.9
8 996
29 071
7.4
125 181
231 879
246 174
68.9
377
236 632
181 264
156 280
110 886
49.2
136 504
17 188
−106 224
481 236
41 287
54 448
−36 886
2 211
197
92
86
3 850
0.10
264.00
165.10
236.40
39.2
90 338
0
−39 358
462 904
29 629
41 340
−4 340
2 006
248
120
114
3 848
0.10
329.00
223.00
230.00
37.7
69 856
0
−10 544
414 458
26 767
22 201
−7 582
1 841
238
118
112
3 834
0.10
319.50
243.50
319.50
31.1
31 445
78
17 008
357 060
36 906
22 827
441
1 633
255
122
116
3 774
0.10
251.25
180.10
251.25
No.
No. 1 000
CHF
CHF
CHF
CHF
1 Since the start of 2017, the consolidated financial statements have been drawn up in accordance with Swiss GAAP FER. The 2016 figures have been revised
accordingly.
2 Equity attributable to equity holders of the parent company.
3 Calculated on the basis of the average headcount.
4 Changes resulting from the exercising of option rights.
139
Komax Holding AG
Investor Relations/Corporate Communications
Roger Müller
Industriestrasse 6
6036 Dierikon
Switzerland
Phone +41 41 455 04 55
komaxgroup.com
Financial calendar
Annual General Meeting
Half-year results 2021
14 April 2021
17 August 2021
Preliminary information on 2021 financial year
25 January 2022
Annual media and analyst conference
on the 2021 financial results
Annual General Meeting
15 March 2022
13 April 2022
Forward-looking statements
The present Annual Report contains forward-looking statements in relation
to Komax which are based on current assumptions and expectations.
Unforeseeable events and developments could cause actual results to
differ materially from those anticipated. Examples include: changes
in the economic and legal environment, the outcome of legal disputes,
exchange rate fluctuations, unexpected market behavior on the part
of our competitors, negative publicity, and the departure of members of
management. The forward-looking statements are pure assumptions,
made on the basis of information that is currently available.
This Annual Report is available in English and German. The original German
version is binding.
140
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Published by:
Komax Holding AG, Dierikon
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www.linkgroup.ch
Produced on a climate-neutral basis by Multicolor Print AG, Baar
Komax Holding AG
Industriestrasse 6
6036 Dierikon
Switzerland
Phone +41 41 455 04 55
komaxgroup.com