EXTENSIVE & detailed ANNUAL REPORT 2013 SGS IS THE WORLD’S LEADING INSPECTION, VERIFICATION, TESTING AND CERTIFICATION COMPANY. SGS IS RECOGNISED AS THE GLOBAL BENCHMARK FOR QUALITY AND INTEGRITY. WITH MORE THAN 80 000 EMPLOYEES, SGS OPERATES A NETWORK OF OVER 1 650 OFFICES AND LABORATORIES AROUND THE WORLD. We provide competitive advantage, drive sustainability and deliver trust. At SGS, we are continually pushing ourselves to deliver innovative services and solutions that help our customers move their businesses forward. FINANCIAL HIGHLIGHTS from 2013 LETTER from the Chairman & CEO 05 06 SGS AT A GLANCE 10 BUSINESS REVIEW CORPORATE GOVERNANCE SGS GROUP RESULTS 12 20 48 SGS SA RESULTS 104 DATA 124 104 Income statement 124 SGS Group – five year 105 Balance sheet 106 Notes to the financial statements 120 Proposal of the Board of Directors for the appropriation of available retained earnings 121 Report of the statutory auditor to the General Meeting of SGS SA statistical data consolidated income statements 125 SGS Group – five year statistical data consolidated balance sheets 126 SGS Group – five year statistical share data 126 SGS Group share information 128 SGS Group principal operating companies and ultimate parent 48 Consolidated income statement 48 Consolidated statement of comprehensive income 49 Consolidated balance sheet 50 Consolidated statement of cash flows 51 Statement of changes in consolidated equity 52 Notes to the consolidated financial statements 101 Report of the statutory auditor to the General Meeting of SGS SA SHAREHOLDER information 134 FINANCIAL HIGHLIGHTS from 2013 and LETTER from the Chairman & CEO FINANCIAL HIGHLIGHTS FROM 2013 4.4 5.8 6.5 organic revenue growth in % 1 total revenue in CHF billion total revenue up in % 1 16.8 adjusted operating income margin in % 600 net profit for the year in CHF million 12 acquisitions 78.43 basic earnings per share in CHF 103 total cash consideration in CHF million for the acquisitions 948 65 cash flow from operating activities in CHF million proposed dividend per share in CHF 5 1. Constant currency basis. LETTER FROM THE CHAIRMAN & CEO DEAR SHAREHOLDERS, The SGS Group results for 2013 demonstrate a year of continued solid achievement. Revenues of CHF 5.8 billion for the year 2013, up 6.5% over prior year (constant currency basis), were supported by an organic revenue growth of 4.4% and an additional 2.1% contributed by recently acquired companies. On a reported basis, revenues for the year increased 4.7% in comparison with the restated figures for 2012, reflecting a 1.8% negative foreign exchange impact from the overall appreciation of the Swiss franc during the year. Challenging market conditions persisted throughout the year, with the slow economy in Europe hampering most activities in the region, particularly Industrial Services and Systems & Services Certification. At the same time, the cyclical downturn in the global mining industry heavily impacted our Minerals Services division and, to some extent, Environmental Services. Excluding the Minerals business, which experienced an organic revenue decline of 7.8%, and the winding-down of Life Science clinical trial operations in Paris, the remaining businesses delivered organic growth of 6.9%. Consumer Testing, Oil, Gas & Chemicals, Automotive and Governments & Institutions Services all achieved either double-digit or high single-digit organic growth. Operating cash flows remained strong at CHF 948 million, up 18.8% from the CHF 798 million in prior year, and corresponding to 16.3% of Group revenues versus 14.3% in prior year. The Board of Directors proposed a dividend of CHF 65 per share, representing a 12% increase in distribution in comparison with 2013. The Board remains committed to the strategic priorities identified in 2010 for each business at the inception of the 2014 Plan, and confident that these priorities remain the best way for the Group to maintain its successful growth path. We would also like at this time to extend our thanks to the Agnelli family who have owned a significant stake in SGS during the last 13 years, first through the Worms Group, then Sequana, IFIL, and finally EXOR, which decided in 2013 to divest from SGS. The strong representation and commitment from the Agnelli family helped to maintain the stability within the SGS Group during challenging economic times and ensured the Group had clear strategic goals for achieving ongoing success year-on-year. CHALLENGE AND OPPORTUNITY IN 2013 2013 marked the third year of The Plan and the challenge we set each operational region was to maximise returns from the preceding two years of investment. Each region faced its own unique geographical challenge in terms of delivering advantage for our customers, but across the SGS Group we remained focused on leveraging our industry-leading position into new business opportunities for growth. Collaboration and increased cooperation between SGS industries and a strong team ethic proved decisive in bringing new technologies, new service offerings and added value to the marketplace. Our willingness to share information between SGS geographies enabled many new synergies to be created in 2013. These new connections within the Group created global opportunities for more efficient, profitable and sustainable solutions, which positively impacted on our customers’ operations. During the past year we concentrated our efforts on improving operational excellence through the continuation of previously initiated programmes, and the implementation of new systems and processes. We remained engaged with each one of our 80 000 employees and 1 650 offices and laboratories around the world through CATALYST, our employee survey tool. As in its first year, 2012, CATALYST in 2013 gave us an insight into the ongoing thinking of our employees. This knowledge is invaluable in helping us accurately assess and meet the needs of our ever-increasing workforce. Crystal, our new incident reporting system which was rolled-out by the Operational Integrity (OI) global function, helped to unify and harmonise our worldwide incident reporting methods. It included for the first time the use of Risk Assessment Matrix (RAM) ratings to proactively apply the experience of actual events or incidents in the past to assess risks in the future. The new SGS Operational Integrity Management System (OIMS) provided us with a holistic management system based on the best operational risk, health, quality, safety, and environmental management practices. We organised the first SGS Safety Day in 2013, an event aimed at informing each employee of their role in building a stronger safety culture within SGS towards ‘Goal Zero’: no harm to people, the environment, assets, communities, or SGS reputation. We introduced a new CCLAS G6 Laboratory Information Management System (LIMS) to ‘future-proof’ our laboratory systems and protect our ability to deliver cutting-edge data management and delivery from the laboratories we managed and operated in 2013. The new system increased our web-based interactivity, improved automation of 6 tasks and allowed for more efficient data transfer between both internal and customer systems. Finally, with the wellbeing of employees a priority in 2013, we registered 247 SGS teams comprising 1 715 employees from 33 countries into the Global Corporate Challenge® (GCC), a global workplace health and wellness programme. The teams participated in a 16-week challenge that promoted healthier lifestyles via the wearing of a personalised interactive device that logged each individual’s’ daily activity and provided results online. THE SGS GROUP ACQUIRED 12 BUSINESSES ACROSS 10 COUNTRIES During 2013 we acquired 12 businesses across 10 countries, further strengthening our market presence and the expansion of our service portfolio in North America and South America, Africa, Europe, Asia, and Australia and New Zealand. RDFI Group, representing nine vehicle test stations in France, was one of our first acquisitions of the year in February 2013. This move enhances our worldwide statutory vehicle inspection capabilities, which achieved healthy results in all regions. The related acquisition in June 2013 of Qingdao Yuanshun Automotive Services Ltd., a vehicle inspection company based in the Shandong province, extended our services into one of the world’s biggest automotive markets, China. Better balance between our testing and inspection services in the materials testing space was achieved with five acquisitions in 2013: Grupo Labmat in Brazil, MSi Testing & Engineering in North America, Civil Quality Assurance Pty in Australia, MIS Testing Ltd. in the UK, and Industrial Valve Engineering limited in New Zealand. The acquisition of Enger Engerharia SA, headquartered in Brazil, allowed us to complement our materials testing expertise with industry leading project supervision and management, as well as technical consultancy, for the infrastructure and building market in South America. In April 2013, our acquisition of the Time Mining Group based in South Africa, a supplier of process plant design, project management, and commissioning and optimisation services for minerals processing plants opened up Plant Services to our already broad and resilient portfolio of offerings in the minerals industry. During the year, our environmental portfolio in Europe was increased with two acquisitions: Umweltanalytik RUK GmbH, a Germany based company providing biogas, stack and fugitive emission testing services, and MIS Environmental Ltd., a UK based laboratory offering a vast spectrum of experience in asbestos, environmental and health and safety testing and consultancy services. Across the SGS Group we ensured the challenge of integrating each new acquisition resulted in immediate benefits and new opportunities for our customers. Well-defined and proven integration procedures helped us bring the additional resources and expertise of new acquisitions into the SGS network in a timely manner. THE YEAR AHEAD As we enter the final year of the 2014 Plan, we have undertaken a strategic review of the SGS portfolio of services, and we remain focused on expanding our offerings along the value chain of each market sector, and on replicating successful services across our geographies. Enhancing economies of scale and capturing growth opportunities in emerging markets is key for growth, as is maintaining tight control over costs and focusing on efficiency of execution in mature economies such as Europe. With the commitment and dedication of each employee in 2014, we know SGS can continue as the world’s leading testing, inspection, certification and verification company. Sergio Marchionne Chairman of the Board Christopher Kirk Chief Executive Officer 7 SGS AT A GLANCE and BUSINESS REVIEW SGS AT A GLANCE OUR VISION OUR VALUES We seek to be epitomised by our passion, integrity, entrepreneurship and our innovative spirit, as we continually strive to fulfil our vision. These values guide us in all that we do and are the bedrock upon which our organisation is built. We aim to be the most competitive and the most productive service organisation in the world. Our core competencies in inspection, verification, testing and certification are being continuously improved to be best-in-class. They are at the heart of what we are. Our chosen markets will be solely determined by our ability to be the most competitive and to consistently deliver unequalled service to our customers all over the world. SGS is the best-in-class provider of innovative solutions for inspection, verification, testing and certification services. Our unrivalled ability to leverage a truly global network drives operational excellence and increases profitability in organisations around the world. We deliver sustainable business advantage through our unique understanding of how to overcome the complex challenges faced by industries today. Our customers rely on our expertise, experience and proven track record of delivering tailored, independent services that exceed expectations. Every day, SGS delivers business benefits which improve quality, safety, efficiency, productivity, and speed to market in our customers' operations, while reducing risk and building trust in the sustainability of their long-term performance. 10 OUR MANAGEMENT SENIOR MANAGEMENT* EXECUTIVE VICE PRESIDENTS Christopher Kirk Chief Executive Officer & IT Michael Belton Minerals Services SGS is led by a dynamic group of individuals with many years of experience in their respective fields, and who are committed to our success as a company and to the success of our customers. We are organised into ten lines of business and operate across ten geographic regions. Each business is led by an Executive Vice President (EVP), and each region is led by a Chief Operating Officer (COO). The EVPs and the COOs, in conjunction with the functional Senior Vice Presidents (SVPs) and the Group’s Chief Executive Officer, Chief Financial Officer and General Counsel, make up the Operations Council, which meets regularly throughout the year to determine Group-wide strategies and priorities and review performance. Geraldine Matchett Chief Financial Officer Olivier Merkt General Counsel & Chief Compliance Officer CHIEF OPERATING OFFICERS Teymur Abasov Eastern Europe and Middle East Helmut Chik China and Hong Kong Pauline Earl Western Europe Alejandro Gomez de la Torre South America Anthony Hall South Eastern Asia and Pacific Dirk Hellemans Northern and Central Europe Frédéric Herren Africa Jeffrey McDonald North America Ladislav Papik Southern Central Europe Dennis Yang Eastern Asia Olivier Coppey Agricultural Services Anne Hays Life Science Services Frédéric Herren Governments & Institutions Services Thomas Klukas Automotive Services François Marti Systems & Services Certification Frankie Ng Industrial Services Peter Possemiers Environmental Services Malcolm Reid Consumer Testing Services Alim Saidov Oil, Gas & Chemicals Services SENIOR VICE PRESIDENTS Dominique Ben Dhaou Human Resources Jean-Luc de Buman Corporate Development, Corporate Communications & Investor Relations François Marti Strategic Transformation * Denotes members of the Operations Council directly supervised by the Board of Directors (Senior Management). 11 BUSINESS REVIEW REVENUE AND ADJUSTED OPERATING INCOME BY BUSINESS REVENUE 1 GIS 4.7 % AUTO 5.2 % ENVI 5.6 % IND 16.5 % SSC 6.9 % ADJUSTED OPERATING INCOME 2 GIS 7.0 % AUTO 6.7 % ENVI 3.5 % IND 11.0 % SSC 7.5 % AGRI 6.5 % MIN 13.6 % OGC 19.6 % LIFE 3.5 % CTS 17.9 % AGRI 6.7 % MIN 12.6% OGC 15.8 % LIFE 2.8 % CTS 26.4 % 1. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). 2. Before amortisation of acquisition intangibles, restructuring, transaction and integration-related costs. REVENUE BY REGION Europe / Africa / Middle East 46.2 % Asia Pacific 29.0 % Americas 24.8 % 12 AGRICULTURAL SERVICES Agricultural Services delivered comparable revenue growth of 5.5% (of which 3.8% organic) to CHF 381 million for the year, supported by strong growth in Seed & Crop and Fumigation services combined with moderate growth in trade inspections. Revenue growth from trade-related services, which were hampered in the first semester by low export volumes in the Black Sea and Danube Corridor due to drought and an aflatoxins crisis, recovered in the second half of the year. North America also saw high Trade activity in the second semester, however, this was partially offset by a downturn in Asia Pacific, particularly in India where exports of sugar and non-basmati rice remained low. Non-trade related activities performed well throughout the year. Seed & Crop and Fumigation services delivered high double digit growth rates, benefiting MINERALS SERVICES The difficulties experienced by Minerals Services in the first semester continued throughout the balance of the year, with the cyclical downturn in the mining sector impacting primarily Geochemistry and Metallurgy volumes. The Group however successfully limited the Minerals Services revenue decline to 5.2%. This was achieved thanks to a broad geographical footprint, an increase in revenues from dedicated on-site laboratories as well as double-digit growth in trade-related services boosted by geographical expansion and market share gains. Growth contributed by the recently acquired E&S Engineering Solutions in the USA and Time Mining Group in South Africa also partially offset an organic revenue decline of 7.8%. The adjusted operating margin for the year declined from 18.7% (constant currency basis) in prior year to 15.6%, impacted mainly by the drop in Geochemistry volumes and an adverse shift in revenue mix. Since the beginning from the 2012 acquisitions of Gravena and WareCare, both performing ahead of expectation, as well as investments made to replicate these activities across geographies. Despite a difficult first semester in Eastern Europe for trade-related activities, the full year adjusted operating margin increased to 17.1% from 16.4% in prior year (constant currency basis), reflecting the positive impact of cost saving initiatives in the USA and profitable growth in Canada following the deregulation of the Canadian Wheat Board and Canadian Grain Commission. During the year, the business continued to invest in the expansion of inland services in addition to new lab capabilities in Central and Eastern Europe which are expected to come online in 2014. (CHF million) REVENUE Change in % ADJUSTED OPERATING INCOME 1 Change in % MARGIN % 1 2013 RESULTS 381.3 65.3 17.1 2012 PRO-FORMA 2 2012 RESTATED 3 361.3 5.5 59.4 9.9 16.4 369.5 3.2 60.9 7.2 16.5 1. Before amortisation of acquisition intangibles, restructuring, transaction and integration-related costs. 2. Restated figures on a constant currency basis. 3. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). of the year, the Group has focused on restructuring the operations. Costs were gradually aligned to the declining volumes, particularly in Australia, Africa and North America where mining companies have significantly reduced exploration expenditure and capital projects. Market conditions are not expected to improve in 2014. However, the measures taken should enable a partial margin recovery. During the year, the Group completed the acquisition of the Time Mining Group based in South Africa, specialised in providing process plant design, project management and commissioning and optimisation services for minerals processing plants. Through this acquisition and that of E&S Engineering Solutions in the USA, the Group has now added Plant services to its portfolio. (CHF million) REVENUE Change in % 2013 RESULTS 791.9 ADJUSTED OPERATING INCOME 1 123.4 Change in % MARGIN % 1 15.6 2012 PRO-FORMA 2 2012 RESTATED 3 835.1 (5.2) 156.0 (20.9) 18.7 868.0 (8.8) 162.1 (23.9) 18.7 1. Before amortisation of acquisition intangibles, restructuring, transaction and integration-related costs. 2. Restated figures on a constant currency basis. 3. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). 13 BUSINESS REVIEW OIL, GAS & CHEMICALS SERVICES Oil, Gas and Chemical Services delivered a very good year with double-digit comparable revenue growth of 10.3% (of which 9.4% organic) to CHF 1 140 million, supported by the expansion of non-trade related services across the network. Similar trends to those experienced during the first semester continued for the balance of the year, with trade-related services remaining flat while all other activities performed well. Upstream services delivered growth in excess of 30% mainly driven by Australia, the Middle East, Malaysia and Mexico, and through solid growth in sub-surface consultancy. Plant & Terminal Operations grew at a high double digit rate, with the continued expansion of operations in the USA and Canada. Other non-trade related services such as Metering & Instrumentation also delivered strong growth, gradually expanding into new geographies. LIFE SCIENCE SERVICES Life Science Services delivered significantly improved results with comparable revenues of CHF 205 million representing a growth, once adjusted for the winding-down of the Paris clinical trial activities, of 11.1% (of which 8.8% organic). In line with the first semester, laboratory activities continued to deliver strong results across most geographies, with an overall growth of 12.9%. Performance in Europe remained solid thanks primarily to the biologics-related expertise of M-Scan in three countries and Vitrology in UK, while the North American laboratories also continued to deliver strong profitable growth supported by investments made in prior periods. A strong global key account management approach started to gain traction, helping to increase revenues for our facilities in India and China. Excluding the Paris clinical trial activities, revenues from Clinical Research The adjusted operating margin for the period increased to 13.5% from 13.1% in prior year (constant currency basis), despite the margin on trade activities in Europe remaining under pressure due to flat volumes and a struggling refining industry. This was offset by positive trends in all other geographies, supported by the increasing scale of non-trade related activities in addition to operational efficiency initiatives and the restructuring of under-performing operations in Europe. On 31 December 2012, the Group acquired Herguth Laboratories in USA, a leading independent laboratory with strong expertise in lubricants, petroleum-based substance testing and tribological research, primarily serving the energy and transportation industries. The addition of this important location to our lubricant testing network makes SGS a truly global oil condition monitoring service provider. (CHF million) REVENUE Change in % 2013 RESULTS 2012 PRO-FORMA 2 2012 RESTATED 3 1 139.9 1 033.8 1 046.0 ADJUSTED OPERATING INCOME 1 154.0 Change in % MARGIN % 1 13.5 10.3 135.6 13.6 13.1 9.0 137.1 12.3 13.1 1. Before amortisation of acquisition intangibles, restructuring, transaction and integration-related costs. 2. Restated figures on a constant currency basis. 3. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). increased 6.7%, with late phase activities in North America and Belgium benefiting from new contracts and the integration of the Exprimo acquisition. However, early phase clinical trial revenues continued to face flat demand with limited opportunities for revenue growth. reflecting the winding-down of the Paris clinical trial activities as well as higher profitability in the recently acquired M-Scan and Vitrology companies. North American laboratories also performed well following operational efficiency initiatives carried out in 2012. The adjusted operating margin for the period increased to 13.2% from 8.4% in prior year (constant currency basis), During the second semester, the Group recognised an additional restructuring expense in relation to the clinical trial operations in Paris. (CHF million) REVENUE Change in % ADJUSTED OPERATING INCOME 1 Change in % MARGIN % 1 2013 RESULTS 205.0 27.1 13.2 2012 PRO-FORMA 2 2012 RESTATED 3 200.6 2.2 16.9 60.4 8.4 199.3 2.9 17.0 59.4 8.5 1. Before amortisation of acquisition intangibles, restructuring, transaction and integration-related costs. 2. Restated figures on a constant currency basis. 3. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). 14 CONSUMER TESTING SERVICES Consumer Testing Services delivered strong double-digit comparable revenue growth of 12.0% (of which 11.2% organic) to CHF 1 042 million for the year, becoming the second business division to exceed CHF 1.0 billion in annual turnover. This very solid growth was driven primarily by the operations in Asia, South America and Eastern Europe, offsetting a difficult year in some European countries. All segments of the business performed well. Electrical & Electronics activities delivered the strongest growth overall for the year, leveraging the substantial capital investments made in Wireless testing in Asia and significantly enhanced capabilities in North America. Softlines testing also remained strong, supported by new global customers and the launch of new services across an expanded network following investments made to increase laboratory capacity in several countries. Newer segments also performed well, with automotive parts testing in particular delivering revenue growth of nearly 50% after capacity expansions in China and India. The adjusted operating income margin for the period remained broadly stable at 24.8% (constant currency basis), despite continued pressure from labour cost increases in some Asian countries, the short-term impact of new laboratory expansions not yet at full capacity, as well as disappointing results in Germany. Overall market conditions in Europe remained challenging both in terms of growth and margin, however this was mostly offset by sustained profitable growth in all other important geographies. During the year, capital investments amounted to CHF 87 million including the relocation of our flagship laboratory in Hong Kong to new premises, and continued investments in our Electrical & Electronics capabilities in Korea and the USA. In addition, restructuring plans were completed in Europe in order to address areas of sub-optimal performance. (CHF million) REVENUE Change in % 2013 RESULTS 1 041.9 ADJUSTED OPERATING INCOME 1 258.3 Change in % MARGIN % 1 24.8 2012 PRO-FORMA 2 2012 RESTATED 3 930.6 12.0 231.7 11.5 24.9 936.2 11.3 232.4 11.1 24.8 1. Before amortisation of acquisition intangibles, restructuring, transaction and integration-related costs. 2. Restated figures on a constant currency basis. 3. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). SYSTEMS & SERVICES CERTIFICATION Systems and Services Certification delivered comparable revenue growth of 4.1% (of which 3.9% organic) to CHF 402 million for the year, as weak market conditions in Europe and Japan, as well as the loss of an important contract in Australia for the mining industry, offset in part the strong growth achieved in other geographies. In line with the first semester, performance across Europe remained disappointing where the market for Management and Environmental Systems certification is mature. However, this was offset by strong performance in other regions including Eastern Europe, Middle East, Africa and South America which all delivered double digit growth, along with increasing demand in new areas such as medical devices certification, food safety schemes and performance assessment activities. The adjusted operating income margin for the year increased slightly to 18.3% from 18.2% in prior year (constant currency basis), despite the lack of growth in mature countries and related pricing pressure. This was achieved through the introduction of cost saving programmes in Europe and Japan, as well as operational efficiency initiatives. Other regions also contributed significantly to this margin performance, with many countries still having significant up-side in terms of service diversification and operational leverage compared to mature markets. During the year, the Group acquired Hart Aviation, a global leader in aviation safety based in Melbourne, Australia. Hart Aviation conducts more than 700 auditing and advisory projects annually in over 60 countries, serving clients across all sectors and industries, to help them minimise their exposure to aviation risk. This acquisition will enable SGS to rapidly expand its offering to the aviation industry. (CHF million) REVENUE Change in % ADJUSTED OPERATING INCOME 1 Change in % MARGIN % 1 2013 RESULTS 401.6 73.3 18.3 2012 PRO-FORMA 2 2012 RESTATED 3 385.7 4.1 70.1 4.6 18.2 394.9 1.7 72.2 1.5 18.3 1. Before amortisation of acquisition intangibles, restructuring, transaction and integration-related costs. 2. Restated figures on a constant currency basis. 3. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). 15 BUSINESS REVIEW INDUSTRIAL SERVICES Industrial Services delivered comparable revenue growth of 8.3% (of which 2.1% organic) to CHF 960 million, as soft market conditions in Europe offset an organic growth in excess of 10.0% for the rest of the network. The slowdown in Europe that impacted this business in the first semester continued throughout the balance of the year, with difficult market conditions persisting in Spain and Italy, project delays affecting Germany and Benelux, as well as a few important contracts having ended. Restructuring activities have been undertaken in all these countries to align organisational structures to changing market demand. Other regions performed well, with investments carried out in prior periods delivering double digit growth in North America, Africa, South America and Asia. The adjusted operating income margin for the period remained stable at 11.2% (constant currency basis), supported by tight cost control and restructuring plans in Europe combined with profitable growth from testing activities in North America, South America and Africa. During the year, the Group completed six acquisitions in Industrial Services with a strong focus on achieving a balance between inspection and testing services. Labmat in Brazil, MSi in USA, Civil Quality Assurance in Australia and the laboratories of MIS Testing in the UK all contributed to increasing the Group’s presence in the material testing space. Also in Brazil, the Group acquired Enger, a leader in project supervision and technical consultancy for infrastructure, building and industrial projects which employs 410 staff. (CHF million) REVENUE Change in % 2013 RESULTS 960.3 ADJUSTED OPERATING INCOME 1 107.3 Change in % MARGIN % 1 11.2 2012 PRO-FORMA 2 2012 RESTATED 3 886.5 8.3 99.0 8.4 11.2 898.6 6.9 100.2 7.1 11.2 1. Before amortisation of acquisition intangibles, restructuring, transaction and integration-related costs. 2. Restated figures on a constant currency basis. 3. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). ENVIRONMENTAL SERVICES Environmental Services delivered comparable revenue growth of 3.0% to CHF 328 million for the year, with two acquisitions during the past twelve months countering an organic revenue decline of 0.3%. The uneven regional growth trends from the first semester continued throughout the second half of the year. Solid growth and margin improvements were achieved in Asia, South America and Australia where Environmental Services developed at a fast pace across all industrial sectors. In Africa opportunities also continued to grow mainly in the mining and the oil & gas sectors, albeit at a slow pace, reflecting the current downturn in mining. These positive developments were not sufficient to offset the impact of the weak market and prolonged winter conditions at the start of the year in Europe. Volumes in Spain, France, Italy and Belgium declined, and only Poland and the Netherlands succeeded in growing revenues. Despite the situation in Europe, the adjusted operating margin only decreased slightly from 10.5% (constant currency basis) in the prior year to 10.3%, benefiting from ongoing efforts made to restructure operating costs as certain markets continue to decline, particularly in Spain, France, Italy and the Czech Republic. Profitable growth in other regions also contributed to maintaining overall margins. During the year, the Group invested organically to continue geographical and service diversification, with new market entries in Asia and Africa. The Group also optimised the European laboratory network by introducing an improved regional sample distribution model to increase efficiency and profitability. (CHF million) REVENUE Change in % ADJUSTED OPERATING INCOME 1 Change in % MARGIN % 1 2013 RESULTS 328.0 33.8 10.3 2012 PRO-FORMA 2 2012 RESTATED 3 318.5 3.0 33.5 0.9 10.5 322.7 1.6 34.2 (1.2) 10.6 1. Before amortisation of acquisition intangibles, restructuring, transaction and integration-related costs. 2. Restated figures on a constant currency basis. 3. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). 16 AUTOMOTIVE SERVICES Automotive Services delivered comparable revenue growth of 11.4% (of which 10.4% organic) to CHF 305 million for the year, sustained by strong results from statutory inspection activities and other new contracts. Vehicle inspection operations achieved healthy results in all regions, including Western Europe where the large networks in France and Spain maintained revenues despite the economic conditions. Operations in Africa also performed well, with new centers being opened in Morocco during the year, and in South America revenues remain in line with expectations despite high inflation in Argentina. Other activities also developed well, with a new weighbridge management contract for axle load control being rolled out in Kenya and a vehicle and boat tax collection contract launched in Ivory Coast. In the USA, commercial inspection volumes also started to pick up after difficult market conditions in the past two years, while in Europe a new contract with the Irish Road Safety Authority has partially replaced revenues lost following the end of the Transport for London concession. The adjusted operating margin for the year declined from 22.2% (constant currency basis) in prior year to 21.6%, impacted by the loss of the Transport for London contract and increased competition in Spain following the transition to a liberalised model in the Madrid region. During the year, the Group successfully tendered for a ten year concession in Ecuador to establish and run statutory inspection services in the city of Guayaquil. These stations will become operational in 2014. The Group also acquired RDFI, a privately owned group of nine vehicle inspection test stations in France, and Yuanshun, the leading vehicle inspection company in Qingdao, Shandong province, representing a first step into the growing Chinese vehicle inspection market. (CHF million) REVENUE Change in % ADJUSTED OPERATING INCOME 1 Change in % MARGIN % 1 2013 RESULTS 305.1 65.8 21.6 2012 PRO-FORMA 2 2012 RESTATED 3 273.8 11.4 60.8 8.2 22.2 277.4 10.0 60.9 8.0 22.0 1. Before amortisation of acquisition intangibles, restructuring, transaction and integration-related costs. 2. Restated figures on a constant currency basis. 3. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). GOVERNMENTS & INSTITUTIONS SERVICES Governments & Institutions Services delivered solid organic revenue growth of 11.1% (constant currency basis) for the year to CHF 275 million, sustained by increasing volumes on all Product Conformity Assessment (PCA) programmes and solid growth from TradeNet solutions in Africa. Local Solution services, now representing 70% of total revenues for the division, delivered an organic revenue growth of 14.7% (constant currency basis) over prior year. This was achieved mainly through the strong performance of well established TradeNet solutions in Ghana and Madagascar, as well as an excellent start in Mozambique. PCA programmes also performed well, with increasingly high volumes in Kenya and Tanzania, as well as in Saudi Arabia, Kuwait and the Kurdistan region of Iraq. Global Solution activities also delivered solid results, generating an organic revenue growth of 10.4% for the year, with volumes in the major Pre- shipment Inspection (PSI) programmes in Cameroon and Haiti leading the growth in addition to the extension of the Destination Inspection programme in Nigeria. The PSI mandates in Bangladesh and Angola were discontinued. The adjusted operating margin for the year increased to 24.8% from 20.3% (constant currency basis), supported by economies of scale achieved through high volumes on all key PCA and PSI programmes. During the year, and in line with its strategy of diversifying away from PSI, the business continued to invest in new activities. Following pilot schemes in Haiti and Uganda, a new full scale telecoms monitoring programme has been signed with the Tanzanian authorities for a period of five years. In addition, for Global Solutions, the Group secured new PCA programmes with Uganda and Ethiopia. (CHF million) REVENUE Change in % ADJUSTED OPERATING INCOME 1 Change in % MARGIN % 1 2013 RESULTS 274.7 68.2 24.8 2012 PRO-FORMA 2 2012 RESTATED 3 247.2 11.1 50.3 35.6 20.3 256.0 7.3 53.7 27.0 21.0 1. Before amortisation of acquisition intangibles, restructuring, transaction and integration-related costs. 2. Restated figures on a constant currency basis. 3. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). 17 CORPORATE GOVERNANCE CORPORATE GOVERNANCE GROUP STRUCTURE and Shareholders CAPITAL STRUCTURE BOARD OF DIRECTORS 1 2 3 1.1 Group Structure 2.1 Issued Share Capital 3.1 Members of the Board of Directors 1.2 Significant Shareholders 2.2 Authorised and Conditional 3.2 Cross Involvement 1.3 Cross-shareholdings Share Capital 2.3 Changes in Capital 2.4 Shares and Participation Certificates 2.5 Profit Sharing Certificates 2.6 Limitations on Transferability and Admissibility of Nominee Registrations 2.7 Convertible Bonds and Warrants/Options 3.3 Elections and Terms of Office 3.4 Internal Organisational Structure 3.4.1 Allocation of Board Member Tasks 3.4.2 Committees 3.4.3 Board Meetings 3.5 Definition of Areas of Responsibility 3.6 Information and Control Instruments vis-à-vis the Management CHANGE OF CONTROL AND DEFENCE MEASURES AUDITORS INFORMATION POLICY 7 8 9 7.1 Duty to Make an Offer 8.1 Duration of the Mandate and Term 7.2 Clauses on Change of Control of Office 8.2 Audit Fees 8.3 Additional Fees 8.4 Supervisory and Control Instruments vis-à-vis the Auditors 20 OPERATIONS COUNCIL COMPENSATION, SHAREHOLDINGS AND LOANS SHAREHOLDERS' PARTICIPATION RIGHTS 4 5 6 4.1 Members of the Operations Council 5.1 Company’s Remuneration Policies 6.1 Voting Rights and 4.2 Other Activities and Functions 5.2 Compensation for Members 4.3 Management Contracts of Governing Bodies 5.2.1 Board of Directors 5.2.2 Compensation to the Operations Council, Senior Management and Chief Executive Officer 5.2.3 Company's Performance Representation Restrictions 6.2 Statutory Quorums 6.3 Convocation of General Meetings of Shareholders 6.4 Agenda 6.5 Registration in the Share Register This Corporate Governance Report informs shareholders, prospective investors and the public at large on SGS policies in matters of corporate governance such as the structure of the Group, shareholders' rights, roles and duties of the Board of Directors and its Committees and Management, internal controls and audits as well as directors and executive compensation. This report has been prepared in compliance with the Swiss Exchange (SIX) Directive on Information Relating to Corporate Governance of October 29, 2008 as amended and related commentary issued by the SIX. This report includes the SGS Compensation Report for 2013 (section 5), which is subject to an advisory vote at the Annual General Meeting of Shareholders following the recommendations of the Swiss Code of Best Practice for Corporate Governance in this matter. The SGS Corporate Governance framework aims to achieve an efficient allocation and management of resources, clear mechanisms for setting strategies and targets in order to maximise and protect shareholder value. SGS strives to attain this goal by defining clear and efficient decision-making processes, fostering a climate of performance and accountability among managers and employees alike and aligning employees’ remuneration with the long-term interests of shareholders. 21 1.2. SIGNIFICANT SHAREHOLDERS As at 31 December 2013, Group Bruxelles Lambert acting through Serena Sàrl held 15.00%, Mr. August von Finck and members of his family acting in concert held 14.97% (2012: 14.97%), the Bank of New York Mellon Corporation held 3.18% (2012: 3.26%), of the share capital and voting rights of the Company. SGS SA, together with certain of its subsidiaries, held 2.19% (2012: 2.43%) of the share capital of the company. During 2013, the Company has published regularly on the electronic platform of the Disclosure Office of the SIX Swiss Exchange Ltd. all disclosure notifications received from shareholders of transactions subject to the disclosure obligations of Article 20 SESTA. Such disclosure notifications can be accessed at http://www.six-swiss-exchange.com/ shares/companies/. 1.3. CROSS-SHAREHOLDINGS Neither SGS SA nor its direct and indirect subsidiaries has any cross-shareholding in any other entity, whether publicly traded or privately held. CORPORATE GOVERNANCE 1 GROUP STRUCTURE AND SHAREHOLDERS At 31 December 2013, geographic operations were organised as follows: Europe, Africa, Middle East • Western Europe • Northern and Central Europe 1.1. GROUP STRUCTURE • Southern Central Europe SGS SA, registered in Geneva (CH), also referred to as the “Company”, controls directly or indirectly all entities worldwide belonging to the SGS Group, which provides independent inspection, verification, testing, certification and quality assurance services. The shares of SGS SA are listed on the SIX Swiss Exchange and are traded on SIX Europe (Swiss Security Number: 249745; ISIN: CH0002497458). On 31 December 2013, the market capitalisation of SGS SA was CHF 16 052 million. None of the companies under the direct or indirect control of SGS SA has listed its shares or other securities on any stock exchange. The principal legal entities consolidated within the Group are listed on pages 128 to 131 of the Annual Report, with details of the share capital, the percentage of shares controlled directly or indirectly by SGS SA and the registered office or principal place of business. Details of acquisitions made by the SGS Group during 2013 are provided in note 3 to the consolidated financial statements included in the section SGS Group Results (pages 48 to 100) of this Annual Report. The operations of the Group are divided into 10 regions, each led by a Chief Operating Officer who is responsible for the SGS businesses in that region and for the local implementation of Group policies and strategies. • Eastern Europe & Middle East • Africa Americas • North America • South America Asia Pacific • East Asia • China & Hong Kong • South Eastern Asia & Pacific The Group is also structured into 10 lines of business. Each business line is responsible for the global development of Group activities within its own sphere of specialisation and for the execution of strategies with the support of the Chief Operating Officers. At 31 December 2013, the business lines were organised as follows: • Agricultural • Minerals • Oil, Gas & Chemicals • Life Science • Consumer Testing • Systems & Services Certification • Industrial • Environmental • Automotive • Governments & Institutions Each line of business is led by an Executive Vice President. Chief Operating Officers and Executive Vice Presidents are members of the Operations Council, the Group's most senior management body. 22 2 CAPITAL STRUCTURE 2.1. ISSUED SHARE CAPITAL The share capital of SGS SA is CHF 7 822 436 and comprises 7 822 436 fully paid-in, registered shares of a par value of CHF 1. On 31 December 2013, SGS SA held, directly or indirectly, 171 596 treasury shares (2012: 190 394). In 2013, 37 201 treasury shares were sold or released to cover option rights. These shares were sold at an average price of CHF 1 147. During the year, 18 403 treasury shares were purchased for an average price of CHF 2 088 in application of a CHF 250 million Share Buy-Back programme valid from 12 March 2012 to 31 December 2014. 2.2. AUTHORISED AND CONDITIONAL SHARE CAPITAL The Board of Directors has the authority to increase the share capital of the Company by a maximum of 500 000 registered shares with a par value of CHF 1 each, corresponding to a maximum increase of CHF 500 000 in share capital. The Board is authorised to issue the new shares at the market conditions prevailing at the time of issue. In the event that the new shares are issued for the purposes of an acquisition, the Board is authorised to waive the shareholders’ preferential right of subscription or to allocate such subscription rights to third parties. The authority delegated by the shareholders to the Board of Directors to increase the share capital is valid until 19 March 2014. The shareholders have conditionally approved an increase of share capital by an amount of CHF 1 100 000 divided into 1 100 000 registered shares with a par value of CHF 1 each. This conditional share capital increase is intended to obtain the shares necessary to meet the Company’s obligations with respect to employee share option plans and option or conversion rights of convertible bonds or similar equity- linked instruments that the Board is authorised to issue. The right to subscribe to such conditional capital is reserved to beneficiaries of employee share option plans and holders of convertible bonds or similar debt instruments and therefore excludes shareholders’ preferential rights of subscription. The Board is authorised to determine the timing and conditions of such issues, provided that they reflect prevailing market conditions. The term of exercise of the options or conversion rights may not exceed 10 years from the date of issuance of the equity-linked instruments. 2.3. CHANGES IN CAPITAL There have been no changes to the Company’s share capital in the last six years. 2.4. SHARES AND PARTICIPATION CERTIFICATES All shares, other than treasury shares held directly or indirectly by SGS SA, have equal rights to the dividends declared by the Company and have equal voting rights. The Company has not issued any participation certificates (bons de participation/Partizipationsscheine). 2.5. PROFIT SHARING CERTIFICATES The Company has not issued any profit sharing certificates. 2.6. LIMITATIONS ON TRANSFERABILITY AND ADMISSIBILITY OF NOMINEE REGISTRATIONS SGS SA does not limit the transferability of its shares. The registration of shares held by nominees is not permitted by the Company’s Articles of Association, except by special resolution of the Board of Directors. By decision of the Board, made public in a note issued by SAG (then SEGA) on 4 October 2001, the Company’s shares can be registered in the name of a nominee acting in a fiduciary capacity for an undisclosed principal. Such shares do not carry voting rights except with the approval of the Board of Directors. On 23 March 2005, the Board of Directors decided to approve the registration of such shares with voting rights of up to 5% of the aggregate share capital of the Company. This decision was communicated to SAG. The Company has a single class of shares and no preferential rights, statutory or otherwise, have been granted to any shareholder. 2.7. CONVERTIBLE BONDS AND WARRANTS/OPTIONS No convertible bonds have been issued by the Company or by any entity under its direct or indirect control. Options granted to senior managers and Directors of the Group are detailed in section 5. Details of all options outstanding are provided in note 31 to the consolidated financial statements of the Group. No other options or similar instruments have been issued by the Company nor by any of the Group’s subsidiaries. 23 CORPORATE GOVERNANCE 3 BOARD OF DIRECTORS The Board of Directors is the highest governing body within the Group. It is the ultimate decision-making authority except for those decisions reserved by law to the General Meeting of Shareholders. SERGIO MARCHIONNE (1952) Canadian/Italian Function in SGS Chairman: • Board of Directors • Audit Committee • Nomination and Remuneration Committee *Exor S.p.A., Turin (IT), Member of the Board since 2010 European Automobile Manufacturers’ Association (ACEA), Brussels (BE), Member of the Board since 2004 PAUL DESMARAIS, JR (1954) Canadian • Professional Conduct Committee Function in SGS 3.1. MEMBERS OF THE BOARD Initial appointment to the Board OF DIRECTORS May 2001 In 2013, Rui Brandolini d'Adda and John Elkann stepped down with effect on the day of an Extraordinary Shareholders Meeting convened on July 10. On that date, Paul Desmarais, Ian Gallienne and Gérard Lamarche were elected to the Board of Directors of the Company. This section presents the Members of the Board of Directors of the Company, with their functions in the Group, their professional background and all their material positions in governing and supervisory boards, management positions and consultancy functions, official tenures and political commitments, both in Switzerland and abroad, as at 31 December 2013 (an * denotes a listed company). Olivier Merkt, General Counsel & Chief Compliance Officer of the Group, acts as the Company Secretary; he is not a Member of the Board of Directors. Professional Background Chief Executive Officer of FIAT S.p.A. Turin (IT), since 2004 and Chrysler Group LLC, Auburn Hill, Michigan (USA), since 2009, Chairman since 2011. Sergio Marchionne holds a BA in Philosophy and Economics from the University of Toronto, and an LLB degree from Osgoode Law School, York University, Toronto. He also has an MBA and B.Com from the University of Windsor, in Canada. A barrister, solicitor and chartered accountant Mr Marchionne began his career in Canada in 1983. More recently, in 2011, he was appointed Chairman and Chief Executive Officer of Chrysler Group LLC, Chief Operating Officer at NAFTA and Chairman of Fiat Industrial S.p.A, including CNH, Iveco and FPT Industrial. His relationship with Chrysler dates back to 2009 when he was appointed Chief Executive Officer, a post he still holds. At Fiat, Mr Marchionne continues to fulfill the roles of Chief Executive Officer, Fiat Group Automobiles (2005 to present), Chief Executive Officer, Fiat S.p.A. (2004 to present) and Board Member, Fiat S.p.A (2003 to present). In addition he is also Chairman of CNH and has been since 2006. Other Activities and Functions *Fiat S.p.A., Turin (IT), Member of the Board since 2003 *CNH Industrial N.V., Amsterdam (NL), Chairman since 2013 *Philip Morris International SA, Lausanne (CH), Member of the Board since 2008 24 Member: • Board of Directors Initial appointment to the Board July 2013 Professional Background Chairman and Co-Chief Executive Officer, Power Corporation of Canada Paul Desmarais, Jr. has a degree in Business Studies from McGill University, Montréal and an MBA from the Institut Européen d'Administration des Affaires (INSEAD) in Fontainebleau. He has received honorary doctorates from various Canadian universities. He began his career in England with S.G. Warburg & Co, moving on to Standard Brands Incorporated in New York. In 1981, he joined Power Corporation of Canada, where he is now Chairman of the Board and Co-Chief Executive Officer. He is a Director of many Power group companies in North America. Other Activities and Functions *Group Bruxelles Lambert, Brussels (BE), Vice-Chairman of the Board of Directors *GDF SUEZ, Paris (F), Board Member *Great-West Lifeco Inc., Winnipeg (Can), Member of the Board (including those of its major subsidiaries) *IGM Financial Inc., Winnipeg (Can), Member of the Board (including those of its major subsidiaries) *Lafarge SA, Paris (F), Board Member *Pargesa Holding SA, Geneva, (CH), Board Member since 1992, Chairman of the Board since 2013 *Power Financial Corporation, Montreal (Can), Co-Chairman and Member of the Board *Total S.A., Paris (F), Board Member Founder and member of the International Advisory Board of l’Ecole des Hautes Etudes Commerciales (HEC) (Can) Founder and Honourary Member of the Desautels Faculty of Management International Advisory Board Member of the Principal’s International Advisory Board of McGill University (Can) Member of the Advisory Council of the European Institute of Business Administration (INSEAD) Trustee of the Brookings Institution and a Co-Chair of the Brookings International Advisory Council (USA) Based in Munich, the member of the third generation of the von Finck family belongs to several Boards of directors and holds interests in a number of German, Swiss, Austrian companies as well as in groups from other countries. In Switzerland, August von Finck's participations include Mövenpick Holding A.G. and Von Roll Holding A.G. IAN GALLIENNE (1971) French Function in SGS Member: • Board of Directors • Nomination and Remuneration Committee Other Activities and Functions Initial appointment to the Board Generali Holding Vienna AG, Vienna (AT), Member of the Board since 1974 AUGUST FRANÇOIS VON FINCK (1968) July 2013 Professional Background Ian Gallienne has a degree in Management and Administration, with a specialization in Finance, from Ecole Supérieure des Dirigeants d'Entreprises (ESDE) in Paris and an MBA from Institut Européen d'Administration des Affaires (INSEAD) in Fontainebleau. In 1992 he began his career in Spain as Co-Founder of a sales company. From 1995 to 1997, he was a member of management for a consulting firm, specialising in turning around struggling businesses in France. From 1998 to 2005, he was Manager of the private equity funds Rhône Capital LLC in New York and London. From 2005 to 2012, he has been Founder and Managing Director of the private equity funds Ergon Capital Partners in Brussels. He is a Director of Groupe Bruxelles Lambert since 2009 and Managing Director since 2012. Other Activities and Functions Chairman of the Investment Committee of the private equity funds Ergon Capital Partners in Brussels since 2012 Gruppo Banca Leonardo SpA Milan (IT), Member of the Board *Imerys, Paris (F), Member of the Board and Member of the Strategic Committee *Lafarge, Paris (F), Member of the Board, Member of the Corporate Governance and Nominations Committee, Member of the Remuneration Committee *Pernod Ricard S.A., Paris, (F), Member of the Board and Member of the Remuneration Committee Steel Partners, (BE), Member of the Board Member of the Global Board of Advisers of the Council on Foreign Relations (USA) Swiss Chairman of the Board of Governors of The International Economic Forum of the Americas (Can) Member of the Global Advisory Council of Harvard University (USA) Chairman of the Canadian Council of Chief Executives (Can) AUGUST VON FINCK (1930) German Function in SGS Member: • Board of Directors • Nomination and Remuneration Committee Initial appointment to the Board October 1998 Professional Background August von Finck, descends from the banking family von Finck. His grandfather, Wilhelm von Finck, founded Merck, Finck & Co. in 1870, the private bank which was at the origin of companies including Munich Re, Allianz insurance and the Löwenbräu breweries, among others. Function in SGS Member: • Board of Directors • Audit Committee Initial appointment to the Board May 2002 Professional Background François Von Finck holds a Master of Business Administration from Georgetown University, Washington D.C. He has a banking background and is currently Managing Director of Carlton Holding in Basel. Other Activities and Functions *Custodia Holding, Munich (DE), Member of the Board since 1999 Carlton Holding, Allschwil (CH), Member of the Board since 2001 *Staatl. Mineralbrunnen AG, Bad Brückenau (DE), Member of the Board since 2001 Bank von Roll, Zürich (CH), Vice-President of the Board since 2009 *Von Roll Holding AG, Breitenbach (CH), Member of the Board since 2010 25 Science and a specialisation in Business Administration and Management. He also completed the Advanced Management Program for Suez Group Executives at the INSEAD Business School and took part in the 1998-99 Wharton International Forum, Global Leadership Series. He began his professional career in 1983 with Deloitte Haskins & Sells in Belgium, and became M&A Consultant in the Netherlands in 1987. In 1988, he joined the Venture Capital Department of Société Générale de Belgique as Investment Manager. He was promoted to Controller in 1989, and in 1992 was appointed Advisor to the Director of Strategic Planning. He became Secretary of the Suez Executive Committee (1995-1997); he was later appointed Senior Vice President in charge of Planning, Control and Accounting. In July 2000, Gérard Lamarche joined NALCO (US subsidiary of the Suez Group and world leader in industrial water treatment) as Director, Senior Executive Vice President and CFO. He was appointed CFO of the Suez Group in March 2004. He is a Director of Group Bruxelles Lambert since 2011 and Managing Director since 2012. Other Activities and Functions *Lafarge, Paris (F), Member of the Board, Member of the Strategic Committee, Member of the Audit Committee *Legrand, Limoges (F), Member of the Board and Chairman of the Audit Committee *Total S.A., Paris (F), Board Member and Member of the Audit Committee *GDF SUEZ, Paris (F), Censor CORPORATE GOVERNANCE CORNELIUS GRUPP (1947) Austrian Function in SGS Member: • Board of Directors Initial appointment to the Board March 2011 Professional Background Dr. Grupp holds a Doctorate in law and a Master in Business Administration. He is the owner and general manager of Tubex Holding GmbH, Stuttgart, Germany a company active in the packaging industry and specialised in the production of aluminum aerosol cans, aluminum tubes and plastic tubes and of CAG Holding GmbH, Lilienfeld, Austria, active in the field of aluminum, glass and fibers. Other Activities and Functions Schoellerbank AG, Vienna (AT), Member of the Board since 1999 Stölzle Oberglas, Koeflach (AT), Member of the Board since 1989 Honorary Consul of Austria to the Land of Baden-Württemberg PETER KALANTZIS (1945) Swiss/Greek Function in SGS Member: • Board of Directors • Audit Committee Initial appointment to the Board March 2009 Professional Background Peter Kalantzis holds a Ph.D. in Economics and Political Sciences from the University of Basel and engaged in research as a member of the Institute for Applied Economics Research at the University of Basel between 1969 and 1971. Prior to 2000, Peter Kalantzis was responsible for Alusuisse-Lonza Group's corporate development and actively involved in the de-merger and stock market launch of Lonza, as well as the merger process of Alusuisse and Alcan. Dr. Kalantzis served as head of the Chemicals Division of Alusuisse-Lonza Group from 1991 until 1996. In 1991 Dr. Kalantzis was appointed Executive Vice- President and Member of the Executive Committee of the Alusuisse-Lonza Group. Dr. Kalantzis has worked as an independent consultant since 2000. Other Activities and Functions Mövenpick/Holding AG, Baar (CH), Chairman of the Board since 2001 Clair AG, Cham (CH), Chairman of the Board since 2004 *CNH Industrial NV, Amsterdam (NL), Member of the Board since 2013 Degussa Sonne/Mond Goldhandel AG, Cham (CH), Chairman of the Board since 2012 Lamda Consolidated Holdings Ltd., Luxembourg (LU), Member of the Board since 2003 *Lamda Development Ltd., Athens (GR), Chairman of the Board since 2010, Member since 2004 Elpe-Thraki, Athens (GR), Member of the Board since 2007 Paneuropean Oil and Industrial Holdings SA, Luxembourg (LU), Member of the Board since 2002 *Von Roll Holding AG, Breitenbach (CH), Chairman of the Board since 2010, Member of the Board since 2007 Transbalkan Pipeline BV, Amsterdam (NL), Member of the Supervisory Board since 2008 Hardstone Services SA, Geneva (CH), Member of the Board since 2009 GÉRARD LAMARCHE (1961) Belgian Function in SGS Member: • Board of Directors • Audit Committee Initial appointment to the Board July 2013 Professional Background Gérard Lamarche graduated from the University of Louvain-la-Neuve with a Bachelor’s degree in Economic 26 SHELBY R. DU PASQUIER (1960) Swiss Function in SGS Member: • Board of Directors • Professional Conduct Committee Initial appointment to the Board March 2006 Professional Background Attorney at law, Partner Lenz & Staehelin law firm, Geneva Shelby R. du Pasquier, holds degrees from Geneva University Business School and School of Law as well as from Columbia University School of Law (LLM). He was admitted to the Geneva Bar in 1984 and to the New York Bar in 1989. He became a partner of Lenz & Staehelin in 1994. Other Activities and Functions *Swiss National Bank, Member of the Board since 2012 Stonehage Trust Holdings (Jersey) Limited, Member of the Board since 2012 Pictet & Cie Group SCA, Chairman of the Supervisory Board since 2013 The Directors bring a wide range of experience and skills to the Board. They participate fully in decisions on key issues facing the Group. Their combined expertise in the areas of finance, commercial law, strategy, and their respective position of leadership in various industrial sectors are important contributing factors to the successful governance of an organisation of the size and complexity of SGS. The Board undertakes a periodic review of the Directors’ interests in which all potential or perceived conflicts of interests and issues relevant to their independence are considered. Based on this review, the Board has concluded that all the non-executive Directors (including the Chairman) are independent from management and free of any relationship that could materially interfere with the exercise of their independent judgement. With the exception of Sergio Marchionne, who was Chief Executive Officer of the Group between February 2002 and June 2004, none of the Directors or their close relatives has or had any management responsibility within the SGS Group. None of the Members of the Board of Directors or their close relatives has or had any material business connections with the Company or its affiliated companies. The remuneration of the Members of the Board of Directors is detailed in section 5.2.1. The Chairman of the Board, jointly with members of the Board of Directors, reviews periodically the performance of the Board as a whole, of its Committees and of each of its individual members. On the basis of this periodic assessment, changes to the composition of the Board membership are regularly proposed to the Company's Annual General Meeting of Shareholders. This periodic performance evaluation is designed to ensure that the Board is always in a position to provide an effective oversight and leadership role to the Group. 3.2. CROSS INVOLVEMENT No member of the Board of Directors or of the Operations Council is also a member of the executive bodies of entities or organisations with which the Group has material business or commercial relations. 27 3.3. ELECTIONS AND TERMS OF OFFICE The Articles of Association of SGS SA provide that the Members of the Board of Directors are elected by the shareholders for a maximum term of four years. Each Member of the Board is individually elected at the Annual Meeting of Shareholders. There is no limit to the number of terms a Director may serve. The term of office of all the current Board Members will expire at the 2014 Annual General Meeting of Shareholders, from which time all Board positions will be subject to annual election by the shareholders. There is no provision for partial, rotating or staggered renewal of the Board of Directors. By-elections may be held before the end of the term of office in the event of vacancies. The initial date of appointment of each Board Member is indicated in section 3.1. 3.4. INTERNAL ORGANISATIONAL STRUCTURE The duties of the Board of Directors and its Committees are defined in the Company’s internal regulations which are reviewed periodically. They set out all matters for which a decision by the Board of Directors is required. In addition to the decisions required by Swiss company law, the Board of Directors approves the Group’s strategies and key business policies, investments, acquisitions, disposals and commitments in excess of delegated limits. 3.4.1. Allocation of Board Member tasks The Board of Directors elects its Chairman, currently Sergio Marchionne (see section 3.1.) and the members of its committees at the beginning of each term, at its first meeting after the Annual General Meeting of shareholders. 3.4.2. Committees The Board has established the following committees: • Nomination and Remuneration • Audit • Professional Conduct Each committee acts within terms of reference established by the Board of Directors and set out in the internal CORPORATE GOVERNANCE regulations of the Company. The minutes of their meetings are available to all Directors. The Chairman of the Board also chairs each of the Board Committees. Section 3.1. indicates the membership of each Board Committee. Nomination and Remuneration Committee Section 5.1. of this report describes the terms of reference and activities during 2013 of the Nomination and Remuneration Committee. In 2013, the Committee held one meeting which lasted one hour, with all committee members attending. Audit Committee The Audit Committee supports the Board of Directors in discharging its duties in relation to financial reporting and control. Such duties include consideration of the appropriateness of accounting policies, the adequacy of internal controls and risk management and regulatory compliance. It is also responsible for the supervision of the internal and external auditors of the Group, each of which provides regular reports to the committee on findings arising from their work. The committee reports regularly to the Board of Directors on its findings. In 2013, the Audit Committee held three meetings with an average duration of meetings of one and a half hour. Every meeting of the Audit Committee in 2013 was attended by all members of the Committee. Professional Conduct Committee The Professional Conduct Committee assists the Board of Directors and Management in establishing policies relating to professional conduct and oversees their implementation. The Group’s professional conduct policies are embodied in the Code of Integrity which sets out the principles governing business conduct, which are applied across the whole SGS Group. These principles reflect the Business Principles for Countering Bribery issued by Transparency International and Social Accountability International and 3.5. DEFINITION OF AREAS OF RESPONSIBILITY The Board of Directors is responsible for the ultimate direction of the Group. The Board discharges all duties and responsibilities which are attributed to it by law. In particular, the Board: • Leads and oversees the conduct, management and supervision of the Group • Determines the organisation of the Group • Assesses risks facing the business and reviews risk management and mitigation policies • Appoints and removes the Group’s Chief Executive Officer and other members of Management • Defines the Group’s accounting and control principles • Decides on major acquisitions, investments and disposals • Discusses and approves the Group’s strategy, financial statements and annual budgets • Prepares the General Meetings of Shareholders and implements the shareholders’ resolutions • Notifies the judicial authorities in the event of insolvency of the Company, as required by Swiss law In accordance with the Company’s internal regulations, operational management of the Group, a function which the Board of Directors has delegated, is the responsibility of the Operations Council. The Operations Council has the authority and responsibility to decide on all issues which are not attributed to the Board of Directors. In the event of uncertainty on a particular issue regarding the separation of responsibility between the Board of Directors and the Management, the final decision is taken by the Chairman of the Board. The Chairman is regularly informed of the activities of the Operations Council by the Chief Executive Officer, Chief Financial Officer and General Counsel. incorporate the rules adopted by the International Federation of Inspection Agencies (IFIA), the professional association for the inspection industry. The Committee met twice in 2013 and passed several resolutions in writing. Meetings of the Professional Conduct Committee in 2013 were attended by all members and had an average duration of one hour. In addition to the Board Members indicated in the section 3.1., the Professional Conduct Committee also comprises the Chief Executive Officer and the General Counsel & Chief Compliance Officer (General Counsel). The head of Internal Audit attends all meetings of the Professional Conduct Committee. 3.4.3. Board Meetings The Board of Directors convenes regularly scheduled meetings at least once every quarter with additional meetings held as and when required, in person or by phone conference. It may pass resolutions by written consent. The Chairman plans and defines the agenda of the meetings of the Board and its Committees. Each Board Member has the right to request that a meeting be held or that an item for discussion and decision be included in the agenda of a meeting. Board and Committee members receive supporting documentation in advance of the meetings and are entitled to request further information from the Management in order to assist them to prepare for the meetings. To be adopted, resolutions need a majority vote of the members of the Board or Committee, with the Chairman having a casting vote. The Board of Directors held seven physical meetings in 2013 and one meeting by phone conference. Meetings of the Board of Directors had an average duration of two and half hours. With the exception of one member who was excused at one of the meetings, all members of the Board of Directors have attended every meetings of the Board of Directors in 2013. 28 The Operations Council is chaired by the Chief Executive Officer and consists of those individuals entrusted with the operational management of the Group’s activities, as follows: • The Chief Operating Officers (COOs) are responsible for operations in the Group’s 10 regions (see section 1.1.) • The Executive Vice Presidents (EVPs) are entrusted with the management and development of the Group’s 10 business lines (see section 1.1.) • The Senior Vice Presidents (SVPs) represent the principal Group support functions (Finance, Human Resources, IT, Communications & Investor Relations, Corporate Development, Legal & Compliance and Strategic Transformation) The composition, role and organisation of the Operations Council are detailed in section 4. 3.6. INFORMATION AND CONTROL INSTRUMENTS VIS-À-VIS THE MANAGEMENT A. Responsibility of the Board The Board of Directors has ultimate responsibility for the system of internal controls established and maintained by the Group and for periodically reviewing its effectiveness. Internal controls are intended to provide reasonable assurance against financial misstatement and/or loss, and include the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information and the compliance with relevant legislation, regulation and industry practice. B. Governance framework The Company has an established governance framework which is designed to oversee its operations and assist the Group in achieving its objectives. The main principles of this framework include the definition of the role of the Board and its Committees, an organisational structure with documented delegated authority from the Board to Management and procedures for the approval of major investments, acquisitions and other capital allocations. The Chief Executive Officer participates in the meetings of the Board of Directors and of the Committees; with the exception of the Nomination and Remuneration Committee; the Chief Financial Officer participates in the meetings of the Board of Directors and of the Audit Committee; the Group Controller and the Head of the Internal Audit Function participate in the meetings of the Audit Committee; the Head of Human Resources participates in the meetings of the Nomination and Remuneration Committee and the General Counsel & Chief Compliance Officer attends all meetings of the Board of Directors and its Committees. The other members of the Operations Council and other members of management only participate in the Board and Committee meetings by invitation. C. Information to the Board The Board of Directors is constantly informed about the operational and financial results of the Group by way of detailed monthly management reports which describe the performance of the Group and its divisions. During each Board meeting, the Chief Executive Officer and the Chief Financial Officer present a report to the Board of directors on the operations and financial results, with an analysis of deviations from prior year and from current financial targets. During Board Meetings, the Board is updated on important issues facing the Group. The Chief Executive Officer, the Chief Financial Officer and the General Counsel & Chief Compliance Officer (hereafter “Senior Management”) attend all of the Board of Directors meetings, while other Operations Council members attend from time to time to discuss matters under their direct responsibility. The Board of Directors meets with all members of the Operations Council at least twice a year. During Board Meetings or Committee Meetings, Board members can require any information concerning the Group. The Board reviews and monitors regularly and formally, once a year, all previous acquisitions and large investments as well as the implementation of related Group strategies. 29 The Group has a dedicated Internal Audit function, reporting to the Chairman of the Board and the Audit Committee, which assesses the effectiveness and appropriateness of the Group’s risk management, internal controls and governance processes as well as the reliability of internal financial and operational information and ensures that the standards and policies of the Group are respected. Internal Audit reviews and identifies areas of potential risk associated with the key business activities performed by a particular office, highlights opportunities for improvement and proposes constructive control solutions to reduce any exposures. All key observations are communicated to the Operations Council and the Chairman of the Board through formal and informal reports. The Audit Committee is regularly informed about audits performed and important findings, as well as the progress on implementing the agreed actions by management. D. General Counsel & Chief Compliance Officer Furthermore, the Group has a compliance function, headed by the General Counsel & Chief Compliance Officer, who is a member of the Professional Conduct Committee and has direct access to the Chairman of the Board. The compliance function supports the implementation of a compliance programme based on the SGS Code of Integrity, available in 30 languages. The goal of the programme is to ensure that the highest standards of integrity are applied to all of the Group’s activities worldwide in accordance with international best practices. E. Other In addition, the main business lines have specialised technical governance units, which ensure compliance with internally set quality standards and industry best practices. CORPORATE GOVERNANCE F. Risk Assessment The Board conducts on a yearly basis an assessment of the risks facing the Group. This process is conducted with the active participation and input by the Management. Once identified, risks are assessed according to their likelihood, severity and mitigation. The Board deliberates on the adequacy of measures in place to mitigate and manage risks and assigns responsibility to designated managers for implementation of such measures. As part of this process, the ownership and accountability for identified risks are assigned to named members of management, and actions for mitigation or remediation of identified risks are approved by the Board. The implementation of such actions is audited by Internal Audit. These findings are communicated to the Board of Directors so that progress and identified risks can be monitored objectively and independently from Management. The risks identified and monitored by the Board fall broadly into three categories: first, environment risks which include circumstances outside the Group's direct sphere of influence, such as competition and economic or political landscape, second, process risks which include risks linked to the operations of the business, the management of the Group and the integrity of its reputation in the market place and thirdly, risks associated with information and decision-making. 30 4 OPERATIONS COUNCIL The Operations Council (as defined in section 3.5.) meets on a regular basis, in principle at least six times a year. Between meetings, it holds regular phone conferences and may make decisions on such calls or by electronic voting. 4.1. MEMBERS OF THE OPERATIONS COUNCIL The members of the Operations Council at 31 December 2013 were as follows: CHRISTOPHER KIRK (1956) British Chief Executive Officer & IT Bachelor of Science Joined SGS in 1981 Previous responsibilities 2003 – 2006: EVP, Minerals and Environmental Services 2002 – 2003: COO, South Eastern Asia & Pacific 2000 – 2002: Managing Director and Sub-regional Manager, Singapore 1998 – 1999: Managing Director, Thailand GERALDINE MATCHETT (1972) Swiss/British/French Chief Financial Officer Master in Sustainable Development Chartered Accountant Joined SGS in 2004 Previous responsibilities 2004 – 2010: Group Financial Controller Other work experience 2001 – 2004: Deloitte, Geneva 1997 – 2001: KPMG, London OLIVIER MERKT (1962) DOMINIQUE BEN DHAOU (1965) Swiss Swiss General Counsel & Chief Compliance Officer SVP, Human Resources Degree in Hotel Industry Management Doctorate in Law, admitted to the bar in Switzerland Joined SGS in 2001 Joined SGS in 2001 Previous responsibilities 2006 – 2008: VP, Corporate Development 2001 – 2006: Senior Counsel Other work experience 1993 – 2001: Senior Manager Legal, Ernst & Young, Geneva TEYMUR ABASOV (1972) Azeri Previous responsibilities 2008 – 2010: Vice President, Human Resources 2003 – 2005: additional role as Africa Regional Human Resources Manager 2003 – 2008: Assistant Vice President Human Resources 2001 – 2003: International Compensation & Benefits and HQ HR Manager Other work experience International Human Resources positions: 2000 – 2001: Firmenich COO, Eastern Europe & Middle East 1999 – 2000: Novartis Consumer Health Degree in Electrical Engineering 1991 – 1998: Levi Strauss Joined SGS in 1994 Previous responsibilities 2006 – 2007: Managing Director, Kazakhstan & Caspian Sub-Region 2004 – 2006: Managing Director, Azerbaijan and Georgia JEAN-LUC DE BUMAN (1953) Swiss SVP, Corporate Communications, Investor Relations & Corporate Development 2003 – 2004: Managing Director, Georgia 2001 – 2003: Operations Manager, Oil Gas & Chemicals Services, Azerbaijan Legal studies Joined SGS in 1998 Other work experience 1978 – 1998: Country Head Switzerland, Sales Fixed Income, UBS HELMUT CHIK (1966) Chinese COO, China & Hong Kong Master in Business Administration Joined SGS in 1991 Previous responsibilities 2003: Managing Director, Hong Kong 2002: Global Business Manager, Softline, Consumer Testing Services 2000 – 2001: Director Greater China, SBU Softline, Consumer Testing Services 1999: Director, Hong Kong, Consumer Testing Services MICHAEL BELTON (1960) British EVP, Minerals Services BSc Chemistry Joined SGS in 2002 Previous responsibilities 2005 – 2007: Managing Director, Minerals Services, North America 2002 – 2005: Vice President, Global Non-Ferrous Minerals Services Other work experience 1995 – 2002: EVP, Alfred H. Knight North America Ltd. 31 CORPORATE GOVERNANCE OLIVIER COPPEY (1972) ANTHONY HALL (1963) FRÉDÉRIC HERREN (1955) Swiss Australian Swiss EVP, Agricultural Services (since February 2013) MSc Economics Joined SGS in 1994 Previous responsibilities 2009 – 2012: Vice President Seed & Crop, Agricultural Services 2006 – 2008: Vice President North America, Agricultural Services, USA 1994 – 2006: Managerial positions, Agricultural Services, Switzerland/ India/Cameroon COO, South Eastern Asia & Pacific EVP, Governments & Institutions Services Chemist, laboratory technician COO, Africa Joined SGS in 2001 Master in Economics Previous responsibilities 2007 – 2009: Managing Director, Australia 2005 – 2006: National Business Manager Australia, OGC, Industrial and Automotive 1997 – 2005: General Manager Environmental Services, Redback Drilling Tools, Expertest OGC Services Australia, Gearhart United Australia Initially joined SGS in 1986, rejoined in 1999 Previous responsibilities 2003 – 2006: EVP, Automotive Services 1999 – 2003: Head of Global Marketing, Trade Assurance Services (now Governments & Institutions Services) Other work experience 1995 – 1998: CEO, Unilabs International PAULINE EARL (1961) ANNE HAYS (1959) British French COO, Western Europe EVP, Life Science Services BSc in Food Science Joined SGS in 1995 PhD in Pharmacy Joined SGS in 1984 Previous responsibilities Previous responsibilities THOMAS KLUKAS (1965) German EVP, Automotive Services PhD Engineering Science Joined SGS in 2005 Previous responsibilities 2008 – 2010: VP Automotive Services 2005 – 2008: Automotive Services Regional Manager, North America Other work experience Manager DEKRA AG Stuttgart and Atlanta 2008 – 2010: Vice President Business Development R&D QC, Life Science Services 2001 – 2007: Global Sales QC, Life Science Services 1992 – 2000: General Manager, Laboratory Simon, France DIRK HELLEMANS (1958) FRANCOIS MARTI (1968) Belgian Swiss COO, Northern and Central Europe EVP Systems & Services Certification Degree in Chemical Engineering and Master in Business Administration SVP, Strategic Transformation Degree in International Relations Joined SGS in 1988 Previous responsibilities 2002 – 2004: COO, Central & North West Europe 1997 – 2002: Managing Director, Belgium Initially joined SGS in 2003, rejoined in 2011 Previous responsibilities 2003 – 2005: VP Continuous Improvement Other work experience 2005 – 2011: CEO Fiat Services Senior Manager PWC and IBM 32 2007 – 2010: Managing Director, United Kingdom 2004 – 2007: SSC Business Manager, United Kingdom ALEJANDRO GOMEZ DE LA TORRE (1959) Peruvian COO, South America Degree in Business Administration, Postgraduate Specialisation in International Commerce Joined SGS in 1986 Previous responsibilities 1996 – 2001: National Chief Executive, Peru and Manager Central Sub-Region, Latin America (1998 – 2001) JEFFREY MCDONALD (1964) PETER POSSEMIERS (1962) ALIM SAIDOV (1964) Australian Australian & Belgian Azeri EVP, Environmental Services (since February 2013) EVP, Oil, Gas & Chemicals Services and Environmental Services BSc Chemistry and Microbiology PhD in Science Joined SGS in 1983 Joined SGS in 1993 Previous responsibilities Previous responsibilities 2007 – 2012: Global Sales, OGC 2005 – 2007: Managing Director, Korea 2003 – 2005: OGC Business Development Manager Asia Pacific, China 2001 – 2003: OGC Business Development Manager Asia Pacific, Australia 1998 – 2000: OGC Manager, Singapore 2005 – 2007: COO, Eastern Europe & Middle East 2004: COO, North America and Managing Director, Canada 2001 – 2004: Managing Director, Kazakhstan & Manager Caspian Region MALCOLM REID (1963) British DENNIS YANG (1949) Taiwanese COO, East Asia EVP, Consumer Testing Services Master in Business Administration BSc Chemistry Joined SGS in 1987 Previous responsibilities 2008 – 2011: EVP Systems & Services Certification 2005 – 2007: Managing Director, Australia 2000 – 2005: Managing Director, Thailand 1997 – 2000: Managing Director, Philippines Joined SGS in 1975 Previous responsibilities 2000 – 2002: Managing Director, Taiwan 1992 – 2000: Assistant General Manager, Taiwan Additional information, including biographical details can be found on the Company’s website: http://www.sgs.com/en/Our-Company/ About-SGS/Board-and-Executive- Management/Operations-Council.aspx. 4.2. OTHER ACTIVITIES AND FUNCTIONS The following list presents all material activities in governing and supervisory boards, management positions and consultancy functions, official tenures and political positions held by each member of the Operations Council outside the Group, both in Switzerland and abroad. COO, North America Postgraduate Diploma in Education Joined SGS in 1995 Previous responsibilities 2004 – 2007: EVP, Systems & Services Certification 2003: Global Project Manager, Systems & Services Certification 1995 – 2003: Systems & Services Certification, South Eastern Asia & Pacific, Regional Manager (Bangkok) FRANKIE NG (1966) Swiss/Chinese EVP, Industrial Services BA in Economics and Electronics Engineering Joined SGS in 1994 Previous responsibilities 2005 – 2011 EVP, Consumer Testing Services 2002 – 2004: Managing Director, US Testing 2000 – 2002: Director, Consumer Testing Services, China and Global Hardlines 1997 – 2000: Operations Manager, Consumer Testing Services, China LADISLAV PAPIK (1953) Slovak COO, Southern Central Europe (since February 2013) Engineering degree in Metallurgy Joined SGS in 1992 Previous responsibilities 2006 to date: Managing Director, Hungary 1998 to date: Managing Director, Slovakia 1993 – 1998: Systems & Services Manager, Slovak Republic 1992: Lead Auditor, Systems & Services, Czechoslovak Republic 33 The Board of Directors is assisted in its work by a Nomination and Remuneration Committee (the Committee), which consists of independent non-executive Directors. The Committee acts in part in an advisory capacity to the Board, and in part as a decision-making body on matters that the Board has delegated to the Committee. The Committee reviews regularly, at least once a year, the compensation of each member of the Operations Council (other than the Chief Executive Officer), and decides on all matters relating to the remuneration of these executives. The Chairman of the Board is not allowed to participate in discussions and decisions on his own compensation. General executive remuneration policies, including the implementation of long term incentive plans, are decided by the Board, on the recommendation of the Committee. The following Directors served on the Nomination and Remuneration Committee in 2013: • Sergio Marchionne (Chairman) • August von Finck • John Elkann (until July 2013 • Ian Gallienne (since July 2013) The following chart summarises the authorisation levels for the main decisions relating to compensation of Board and Operations Council Members. CORPORATE GOVERNANCE CHRISTOPHER KIRK Compass Limited, Hamilton, Bermuda, Member of the Board since 2011 Geneva Trading & Shipping Association (GTSA), Member of the Executive Board since 2006 5 COMPENSATION, SHAREHOLDINGS AND LOANS JEAN-LUC DE BUMAN Association pour le Développement des Compétences Bancaires, Geneva (CH), Member of the Board since 1999 Hyposwiss Private Bank Genève SA, Geneva (CH), Member of the Board since 2006 Federal Accreditation Commission, Bern (CH), Member since 2012 ALEJANDRO GOMEZ DE LA TORRE Swiss-Peruvian Chamber of Commerce, Lima (Peru), Director THOMAS KLUKAS CITA, International Motor Vehicle Inspection Committee, Brussels (BE), Member of the Bureau Permanent since 2011 FRANÇOIS MARTI Member of the Board of IIOC (Independent International Organisation for Certification) since 2012 4.3. MANAGEMENT CONTRACTS The Company is not party to any management contract delegating management tasks to companies or individuals outside the Group. This section of the Corporate Governance Report serves as the Company’s remuneration report. In accordance with the recommendations of the Swiss Code of Best Practice for Corporate Governance in this matter, this section of the Report will be subject to a consultative vote at the next Annual General Meeting of Shareholders. 5.1. COMPANY’S REMUNERATION POLICIES The Company's remuneration policies are defined by the Board of Directors. The objectives of these policies are twofold: a) to attract and retain the best talent available in the industry; and b) to motivate employees and managers to create and protect value for shareholders by generating long-term sustainable financial achievements. The Board of Directors is responsible for determining the remuneration of the Chairman and the directors. It also decides on the remuneration and terms of employment of the Chief Executive Officer, based upon the recommendations of the Nomination and Remuneration Committee. It additionally determines the financial targets upon which the variable element of the remuneration of the Operations Council and other Group senior executives is based, and defines the conditions of all share option plans (including Long Term Incentive (LTI) plans) as well as the allocation of such options and the conditions of their granting, vesting and exercise. All general executive remuneration policies, including the criteria and weighting of financial targets relevant to the assessment of the variable element of executive remuneration, are approved by the Board of Directors. 34 SUBJECT MATTER RECOMMENDATION DECISION Compensation of Board Members Compensation of Chairman Remuneration of CEO Remuneration of other Operations Council Members Issuance of Long Term Incentive Plans Setting of annual financial targets for variable remuneration of Operations Council Members Issuance of Annual Share Options Plans Committee 1 Committee 1 Committee 1 CEO Committee 1 CEO CEO Board of Directors Board of Directors Board of Directors Committee 1 Board of Directors Board of Directors Committee 1 1. Nomination and Remuneration Committee. When reviewing and deciding on executive remuneration policies, the Committee and the Board have access to Group Human Resources staff and may use third party consultants specialising in compensation matters. In 2013, neither the Committee nor the Board had recourse to such external advisors. Benchmark A global business in a broad range of sectors, SGS’s business success is driven by the commitment and engagement of its key employees. Our compensation policy must take account of both global and local practices, whilst allowing for individual variations. We therefore compare our practices with those of other, similar organisations. The Group performs periodic benchmarks against companies which satisfy the following criteria • All SMI listed companies • Internationally active companies within and outside Switzerland which operate in one or more of the industry sectors in which SGS is active, including the energy, mining, industrial, chemical, medical goods, pharmaceutical, durable and non-durable goods, and food sectors, such as Alstom, GlencoreXstrata, Siemens, DuPont, Baxter, Actelion, Schindler, Amcor • Competitors in the testing, inspection and certification industry, such as Bureau Veritas, Intertek, DNV, TÜV. Elements of executive remuneration benchmarked include annual base salary, allowances, short-term and long-term incentive compensation, and benefits as set out elsewhere. To arrive at these benchmarks we use proprietary job sizing methodology in order to obtain publicly and commercially available information. Since nearly half of our Operations Council members are based outside Switzerland, we utilise information published by reputable data providers, including Mercer and Towers Watson, who are able to supply information on both a local and a global basis. Compensation Principles a) Board of Directors The members of the Board of Directors are entitled to a fixed annual Board Membership fee and additional annual fees for participation in Board Committees. Board members do not receive additional compensation for attending meetings. With the exception of the Chairman, Board members do not receive any variable remuneration, options or shares. The Chairman receives a fixed annual fee and additional fixed fees for chairing the Board Committees. He also receives share options issued by the Company under its annual and long term incentive plans. The conditions of grant, vesting and exercise of options awarded to the Chairman are the same as those applicable to the members of the Operations Council. The Board decides the number of such options on the basis of an assessment of the Company's finance performance and the Chairman's personal contribution. The Chairman does not receive any variable cash remuneration. 35 b) Operations Council The remuneration earned by the Chief Executive Officer and by members of the Operations Council comprises: (i) a fixed base salary including benefits; (ii) an annual performance bonus, settled in part in cash and in part by way of options with deferred vesting, granted under annual share options plan; and (iii) long term incentive plan(s). The Company considers that payment of variable remuneration in the form of equity linked instruments whose vesting and exercise is deferred is a key mechanism to align management’s incentives to the interests of shareholders. Employment Contracts Directors do not hold service contracts and are not entitled to any termination or severance payments. They do not participate in the Company’s share option plans (except for the Chairman) or other benefit schemes and the Company does not make any pension contributions on their behalf. Employment contracts of Operations Council members have no fixed term and can be terminated at any time by either party, provided a standard notice period (six months) is respected. The Chief Executive Officer’s employment contract provides for a severance payment equivalent to two years' total remuneration payable in the event that the employment contract is terminated or constructively terminated (including in the event of a change of control) by the Company, other than for cause. No severance payment is due if the employment relationship is terminated in any other circumstance. No other executive contract provides for any material change of control protection. CORPORATE GOVERNANCE The table below summarises the various components of the compensation of Operations Council members, including the Chief Executive Officer: COMPENSATION ELEMENT COMPENSATION VEHICLE DRIVERS PERFORMANCE MEASURES PURPOSE Base Salary Monthly cash salary Annual Bonus 50% cash / 50% allocation of stock options, with deferred vesting and blocking periods Discretionary Bonus Cash Long Term Incentives Stock options award, with vesting conditional upon achieving the Group objectives Position and experience, market practice Achievement of annual business and financial objectives Rewarding individual achievements or exceptional performance Achievement of long- term strategic plans stated by the Group Market practice, executive benchmark of international companies in relevant markets Financial targets: (i) Group Net Profit After Tax and Adjusted Operating Income for the Group as a whole, for regional or business units; (ii) measures of Economic Value Added; and (iii) Earnings Per Share (EPS) Discretionary allocations do not exceed 10% of Operations Council overall remuneration Earnings Per Share targets Attract and retain key executives Pay for performance Attract and retain key executives, recognise individual performance Align executive compensation with interests of shareholders Base salary The base salaries of the Chief Executive Officer and of each Operations Council member are reviewed annually on the basis of market data for similar positions in those companies and geographies against which the Group benchmarks itself. In addition to individual performance and contribution, business performance and results, the deciding body takes into account the scope and complexity of the areas of responsibility of the position, skill sets and experience, and relevant market practice in the industry. Additional employment benefits such as allowances or memberships may be awarded in accordance with prevailing practice in the locations of employment of individual Operations Council members. Retirement benefits are set out elsewhere in this Report. Geneva based Operations Council members participate, on the same basis as other Swiss employees of the Group, in the Company’s pension scheme. In view of the increased life expectancy and challenges brought about by investment volatility, the defined benefit scheme and the defined contribution scheme have been merged into one unique defined contribution scheme, effective 1 May 2013. This enables better risk sharing, cost savings on administration and asset management fees. The new scheme also brings our employees more transparency and equality of treatment. New features have been introduced to provide them with more flexibility in their retirement benefit through a modern and competitive plan. Employees contribute 8% of their base salary and the Company contributes an amount equal to one and a half times the contributions paid by all employees to the scheme. Employees have the possibility to increase their contribution rate by 2% above the standard rate. More flexibility have also been granted to employees who wish to fund a potential retirement before the normal age, or for those who wish to continue working after the age of 65. Annual bonus In addition to the base salary, members of the Operations Council (including the Chief Executive Officer) are entitled to a performance-related annual bonus. For this purpose, the Company defines annual targets at the beginning of the year for the Chief Executive Officer and for each Operations Council member. Relevant targets for the calculation of the Annual Bonus of the CEO are based on the Group Earnings Per Share (EPS). For the heads of corporate functions (SVPs) targets are based 100% on the Group Net Profit After Tax. For EVPs, the relevant targets relate for 50% to the Adjusted Operating Income of their respective business and for 50% to the Group Net Profit After Tax. For COOs, the relevant targets are for 62.5% their respective region's Adjusted Operating Income and Economic Value Added and for 37.5% the Group Net Profit After Tax. Bonuses are assessed and awarded to the Operations Council members on the basis of the actual performance against the predefined targets. 36 If targets are achieved they trigger the entitlement to an annual incentive bonus. Once the amount of a bonus is determined, it is settled 50% in cash and 50% in options. The cash component of the bonus is payable immediately. The economic value of the options which is used to convert a bonus entitlement into a number of options is fixed by the Company on the basis of a calculation of the value of the options at grant, taking into account a discount for the three years blocking period during which the options cannot be traded or exercised. The share options are granted immediately, but they vest rateably in three equal instalments over a period of three years and are only exercisable in the fourth and fifth year after grant. Unvested options are subject to forfeiture if the beneficiary leaves the Group for reasons other than retirement, disability or death. For this purpose, the Company issues Annual Share Option plans, in the form of traded warrants which are listed on the Swiss Stock Exchange. These warrants incorporate a right to buy shares in the Company at a predetermined fixed price through the grant of traded options. The strike price is determined for each plan on the basis of the average trading price of the Company’s shares in the last three months prior to the year of grant. These Annual Share Option plans serve (i) to pay part of the annual performance bonuses to Members of the Operations Council; (ii) to allocate options to the Chairman; and (iii) to be awarded as an incentive to other selected employees of the Group. All beneficiaries receive these options under the same conditions of vesting and exercise. The table below summarises the components of the annual performance targets and how these components are weighted, depending on the function of the respective Operations Council member: Annual bonus formula CEO SVPs (heads of corporate functions) EVPs COOs EARNINGS PER SHARE (EPS) 100% - - - PERFORMANCE OF THE GROUP (Net Profit After Tax) BUSINESS PERFORMANCE (Adjusted Operating Income of the relevant business) REGIONAL PERFORMANCE (Adjusted Operating Income and Economic Value Added of the relevant region) - 100% 50% 37.5% - - 50% - - - - 62.5% Discretionary bonus Long Term Incentive Plans In addition to the performance-related Annual Bonus which is structured to take account of quantitative performance targets, the Board of Directors and the Compensation Committee may also grant individual Operations Council members a discretionary bonus, based on qualitative individual performance. Discretionary bonuses are granted at the same time as the Annual Bonus and are awarded on an exceptional basis to reward outstanding personal achievement, recognising extraordinary achievement in developing and integrating new business and cross-business improvements. The total of discretionary bonuses does not exceed 10% of the Operations Council's overall remuneration costs. For 2013, a total of CHF 1 210 000 in discretionary bonuses was awarded to Operations Council members. In addition to the annual bonus, the Group periodically sets Long Term Incentive (LTI) Plans. Such plans are designed to motivate the leadership team to achieve the long-term stated objectives of the Group. They consist of options granted to a selected number of senior executives of the Group, the vesting of which is conditional upon: (1) the Group achieving or exceeding stated earnings per share targets; and (2) the beneficiary being employed by the Group on the vesting date. In 2011, the Company introduced a long term incentive plan (the 2011 LTI Plan) for which vesting is conditional upon the Group achieving or exceeding in 2014 EPS targets ranging from CHF 115 (minimum performance allowing a partial vesting of 50% of options granted under the Plan) to CHF 140 (full vesting of options granted under the Plan). In 2013, the Board of Directors reviewed these EPS targets and decided to introduce a normalisation 37 in order to exclude material distortions caused by foreign exchange fluctuations, the issuance of corporate bonds and the adoption of new accounting standards since the inception of the LTI plan. The 2011 LTI Plan involved the granting of options to acquire shares of the Company at a strike price of CHF 1 617. Such options are in the form of traded warrants, with 100 warrants required to purchase one share. The Group originally set aside 9 000 000 such warrants for this incentive plan. This plan is designed to motivate the leadership team to achieve the long-term stated objective by 2014. Full details of this long term incentive plan are provided in note 31 to the Group consolidated financial statements (pages 97 to 99 of the Annual Report). In 2013, no new Long Term Incentive Plan was introduced by the Group and no additional options were granted to members of the Operations Council in 2013 under the existing 2011 LTI Plan. CORPORATE GOVERNANCE The following table shows the strike price, the vesting period and the exercisable period of the options ¹ granted to the Chairman of the Board and to the members of the Operations Council under each plan. It includes options granted in January 2014 with respect to performance and financial results in 2013: I Annual Share Option Plans TYPE OF OPTIONS (Year of issue) SGSOP (2010) SGSMF (2011) SGSKF (2012) SGSWS (2013) SGSPF (2014) 3 STRIKE PRICE (CHF) 2 VESTING DATE 1/3 OF OPTIONS GRANTED VESTING DATE 1/3 OF OPTIONS GRANTED VESTING DATE 1/3 OF OPTIONS GRANTED 1 339 1 617 1 497 2 013 2 059 01.2010 01.2011 01.2012 01.2013 01.2014 07.2011 07.2012 07.2013 07.2014 07.2015 01.2013 01.2014 01.2015 01.2016 01.2017 PERIOD OF EXERCISE 01.2013 - 01.2015 01.2014 - 01.2016 01.2015 - 01.2017 01.2016 - 01.2018 01.2017 - 01.2019 II Long Term Incentive Plan SGSMF-2011 LTI (2011) 1. One hundred options give the right to acquire one share. 2. Before adjustment for capital reductions and special dividends. 3. Granted in 2014 in settlement of 2013 annual variable remuneration. 4. Vesting conditional on minimum EPS target reached in 2014. 01.2015 4 01.2015 - 01.2016 38 RELATIONSHIP BETWEEN ANNUAL VARIABLE COMPENSATION AND BASE SALARY The portion of fixed and variable remuneration, as a percentage of the total remuneration in any given year, depends on the extent to which pre-defined targets and objectives have been achieved. Assuming achievement of targets, the annual variable component of the Operations Council members' remuneration (annual bonus including cash and options award), expressed as a percentage of their respective annual remuneration ranges between 32% and 48% of their total annual compensation. If targets are exceeded, annual bonuses are increased on a multiplier basis with a maximum payout which could correspond to a range between 54% and 70% of their respective total annual compensation. In the event of underperformance against targets, the bonus is rateably reduced on a multiplier basis, so that no bonus is paid in the event that a pre-established minimum target is not achieved. TOTAL COMPENSATION (EXCLUDING LONG TERM INCENTIVE PLANS) FOR THE CHIEF EXECUTIVE OFFICER Below Minimum Target Performance On Target Performance Maximum Performance 100% 52% 24% 24% 30% 35% 35% Base Salary Variable cash compensation Variable Annual Option allocation (value at grant date) In 2013, the variable cash element of the Chief Executive Officer’s compensation represented 26% of the total compensation (2012: 32%) and the allocation of options represented 31% of the total compensation (2012: 7%). For the Operations Council as a whole, the variable cash element of the compensation in 2013 amounted to 24% of the total compensation (2012: 25%) and the allocation of options represented 18% of the total compensation (2012: 18%). Total compensation includes the guaranteed part (base salary) and the variable part of the compensation. It excludes fringe and social benefits. 5.2. COMPENSATION FOR MEMBERS OF GOVERNING BODIES The bonus settled in options is disclosed as part of the compensation for the year to which it relates (and not for the year it was approved). 5.2.1. Board of Directors In 2013, the annual board membership fee was CHF 150 thousand for all board members, unchanged from the prior year. Members of the Board serving on a Committee were entitled to an additional fee of CHF 30 thousand per committee, unchanged from last year. The annual fee payable to the Chairman was CHF 300 thousand, unchanged from the prior year. The Chairman was awarded, by decision of the Board of Directors 75 000 options under the 2014 Annual Share Options Plan in consideration of the 2013 annual performances (2012: 40 000 SGSWS options under the 2013 Annual Share Options Plan). The conditions of vesting and exercise of these options are the same as those granted to the management under these plans. 39 CORPORATE GOVERNANCE The following chart details the fees, other cash benefits and share options granted to each of the Directors for their tenure in 2013 and 2012: (CHF thousand) BOARD FEE COMMITTEE FEE OTHER BENEFITS TOTAL CASH COMPENSATION 2013 SHARE OPTIONS TOTAL 2013 COMPENSATION (INCLUDING OPTIONS) TOTAL 2012 COMPENSATION (INCLUDING OPTIONS) S. Marchionne T.R. Brandolini d'Adda 3 P. Desmarais 3 J. Elkann 3 A. von Finck A.F. von Finck I. Gallienne 3 C. Grupp P. Kalantzis G. Lamarche 3 S.R. du Pasquier TOTAL 300 75 75 75 150 150 75 150 150 75 150 1 425 90 15 - 15 30 30 15 - 30 15 30 270 25 - - - - - - - - - - 25 415 90 75 90 180 180 90 150 180 90 180 1 720 189 1 604 1 - - - - - - - - - - 189 90 2 75 90 2 180 180 90 150 180 90 180 1 909 504 1 180 2 - 180 2 180 180 - 150 180 - 180 1 734 1. 75 000 SGSPF granted in January 2014 in relation to the 2013 financial results (2012: 40 000 SGSWS: CHF 89 thousand granted for the 2012 financial results). 2. Board and committees fees for T.R. Brandolini d'Adda and J. Elkann have been paid to Exor Investissements SA, Luxembourg. 3. 2013 fees paid prorata temporis. The following table shows the details of the options¹ granted to the Chairman of the Board under each Annual Share Option Plans and Long Term Incentive Plans: TYPE OF OPTIONS (YEAR OF ISSUE) (CHF) STRIKE PRICE 2 (CHF) TOTAL NUMBER OF OPTIONS GRANTED UNDER EACH PLAN MARKET VALUE AT GRANT (THOUSAND) NUMBER VESTED ON 31 DECEMBER 2013 238 155 142 133 89 189 570 96 619 50 000 33 332 33 333 13 334 - - SGSGU (2009) SGSOP (2010) SGSMF (2011) SGSKF (2012) SGSWS (2013) SGSPF (2014) 3 SGSMF-2011 LTI (2011) 4 1 064 1 339 1 617 1 497 2 013 2 059 1 617 1. One hundred options give the right to acquire one share. 2. Before adjustment for capital reductions and special dividends. 3. Granted in 2014 on the basis of 2013 financial results. 4. Vesting conditional on minimum EPS target reached in 2014. 96 619 50 000 50 000 50 000 40 000 75 000 200 000 40 5.2.2. Compensation to the Operations Council, Senior Management and Chief Executive Officer This section sets out the global remuneration which was paid to the Operations Council as a whole, to the three Operations Council members who make up Senior Management and to the Chief Executive Officer during 2013. All amounts disclosed in this section include cash bonuses payable and options granted in January 2014 with respect to performance in 2013 and the related financial results. 5.2.2.1. Cash compensation (CHF thousand) 2013 2012 To the Operations Council (including Senior Management) To Senior Management (including Chief Executive Officer) To the Chief Executive Officer CHF 12 245 CHF 2 582 CHF 1 672 CHF 12 140 CHF 2 509 CHF 1 545 The total cash compensation paid to the Operations Council excludes severance payments (see section 5.2.2.5.). Post employment benefits of CHF 1 298 thousand are not included (2012: CHF 1 567 thousand). 5.2.2.2. Share options Annual Share Options Plans In settlement of 2013 annual bonus entitlements, a total of 926 061 SGSPF options (2012: 1 057 102 SGSWS options granted in January 2013) were granted to the Operations Council (including Senior Management) in January 2014 on the basis of 2013 results. Such SGS options grant the right to acquire shares of SGS at a strike price of CHF 2 059 (100 options give the right to acquire one share). They vest in tranches of one-third in 2014, 2015 and 2017 and are subject to a blocking period ending in January 2017. All options granted to the Operations Council on the basis of the 2013 results had a fair value at grant of CHF 2 335 thousand (2012: CHF 2 357 thousand). The Senior Management was awarded a total of 354 020 SGSPF options granted in January 2014 (2012: 163 223 SGSWS options granted in January 2013). This number includes 282 818 SGSPF options (2012: 48 577 SGSWS options granted in January 2013) awarded to the Chief Executive Officer. Long Term Options Plan Under the 2011 LTI Plan, a total of 4 320 000 SGSMF-2011 LTI options were granted to the Operations Council members as at 31 December 2013 (including Senior Management) in 2011. The vesting of such options in January 2015 is conditional upon the Group achieving or exceeding EPS targets ranging between CHF 115 (minimum performance allowing a partial vesting under the Plan) and CHF 140 (full vesting of options granted under the Plan) in 2014. In 2013, the Board of Directors reviewed these EPS targets and decided to introduce a normalisation in order to exclude material distortions caused by foreign exchange fluctuations, the issuance of corporate bonds and the adoption of new accounting standards since the inception of the LTI plan. If targets defined by the plan are not reached, they will be forfeited. The Senior Management was awarded a total of 1 120 000 SGSMF-2011 LTI options under the 2011 LTI Plan. This number includes 800 000 options awarded to the Chief Executive Officer. The following table presents details of the share options awarded to members of the Operations Council, Senior Management and the CEO, and shows those options which have been granted, vested and/or became exercisable in 2013. It includes options granted in January 2014 with respect to performance and financial results in 2013. In 2013, no new Long Term Incentive Plan was introduced by the Group and no additional options were granted to members of the Operations Council in 2013 under the existing 2011 LTI Plan. 41 CORPORATE GOVERNANCE This table relates to the individuals who were members of the Operations Council as at 31 December 2013: TYPE OF OPTIONS 1 (YEAR OF ISSUE) STRIKE PRICE (CHF) 2 TOTAL NUMBER OF OPTIONS GRANTED UNDER EACH PLAN MARKET VALUE AT GRANT (THOUSAND) NUMBER VESTED ON 31 DECEMBER 2013 OPERATIONS COUNCIL (INCLUDING SENIOR MANAGEMENT AND CHIEF EXECUTIVE OFFICER) SGSOP (2010) SGSMF (2011) SGSKF (2012) SGSWS (2013) SGSPF (2014) 3 SGSMF-2011 LTI 4 1 339 1 617 1 497 2 013 2 059 1 617 594 741 872 389 986 587 1 036 765 926 061 4 320 000 SENIOR MANAGEMENT (INCLUDING CHIEF EXECUTIVE OFFICER) SGSOP (2010) SGSMF (2011) SGSKF (2012) SGSWS (2013) SGSPF (2014) 3 SGSMF-2011 LTI 4 CHIEF EXECUTIVE OFFICER SGSOP (2010) SGSMF (2011) SGSKF (2012) SGSWS (2013) SGSPF (2014) 3 SGSMF-2011 LTI 4 1 339 1 617 1 497 2 013 2 059 1 617 1 339 1 617 1 497 2 013 2 059 1 617 1. One hundred options give the right to acquire one share. 2. Before adjustment for capital reductions and special dividends. 3. Granted in 2014 in settlement of 2013 bonus entitlements. 4. Vesting conditional on minimum EPS target reached in 2014. 92 803 246 769 282 863 163 223 354 020 1 120 000 42 647 174 920 180 225 48 577 282 818 800 000 1 844 2 486 2 624 2 312 2 335 12 312 288 703 752 364 893 3 192 132 499 479 108 713 2 280 594 741 581 593 657 725 345 588 - - 92 803 164 512 188 575 54 408 - - 42 647 116 614 120 150 16 192 - - 5.2.2.3. Total compensation to the Operations Council, Senior Management and Chief Executive Officer The table below presents all components of the remuneration earned in 2013 by the Operations Council, by the Senior Management and by the Chief Executive Officer. It does not take into account the potential value of options granted in 2011 under the 2011 Long Term Incentive Plan, whose vesting in 2015 is conditional upon the Group achieving minimum normalised EPS targets in 2014. (CHF thousand) To the Operations Council (including Senior Management) To Senior Management (including Chief Executive Officer) To the Chief Executive Officer BASE SALARY CONTRIBUTION TO PENSION BENEFITS OTHER EMPLOYMENT BENEFITS ANNUAL CASH BONUS ANNUAL GRANT OF SHARE OPTIONS DISCRETIONARY CASH BONUS TOTAL 2013 COMPENSATION (INCLUDING OPTIONS) TOTAL 2012 COMPENSATION (INCLUDING OPTIONS) 7 737 1 298 1 291 2 007 2 335 1 210 15 878 14 498 1 1 679 332 1 000 178 92 72 751 893 600 713 60 - 3 807 2 872 1 2 563 1 652 1 1. 2012 figures did not include contribution to pension benefits. 42 5.2.2.4. Highest total compensation In the year under review, the highest compensation paid by the Group was awarded to the CEO (see 5.2.2.3). 5.2.2.5. Severance payments In 2013, an amount of CHF 150 thousand was recognised as severance payments to Operations Council members (2012: CHF 626 thousand). 5.2.2.6. Loans to members of governing bodies As at 31 December 2013, no loan, credit or outstanding advance was due to the Group from members of its governing bodies (unchanged from prior year). 5.2.3. Company’s Performance The following graph compares the TSR (Total Shareholder Return) of the Company with the TSR of the Swiss Market Index (SMI) for the three year period 2011 to 2013. The company measures its performance against the SMI index because this index tracks the performance of large companies based in Switzerland, which are also active internationally. Comparison of relative returns between SGS and the SMI index, assuming that SGS dividends are re-invested to purchase additional equity at the closing price on the date of payment of dividends for the period 1 January 2011 to 31 December 2013 is as follow: SGS SA SMI INDEX ) 0 0 1 O T D E X E D N I ( N R U T E R L A T O T 250% 240% 230% 220% 210% 200% 190% 180% 170% 160% 150% 140% 130% 120% 110% 100% 90% 80% 70% 60% 50% 40% 143% 139% JAN 2011 MAY 2011 AUG 2011 DEC 2011 MAY 2012 AUG 2012 DEC 2012 MAY 2013 AUG 2013 DEC 2013 43 CORPORATE GOVERNANCE 6 SHAREHOLDERS' PARTICIPATION RIGHTS All registered shareholders receive a copy of the half year and full year results upon the publication of such results by the Company. They can request a copy of the Company’s Annual Report and are personally invited to attend the Annual General Meeting of Shareholders. 6.1. VOTING RIGHTS AND REPRESENTATION RESTRICTIONS All registered shareholders can attend the General Meetings of Shareholders and exercise their right to vote. A shareholder may also elect to grant power of attorney to an independent proxy appointed by the Company, to a bank or a regulated financial intermediary or to any other registered shareholder. There are no voting restrictions, subject to the exclusion of nominee shareholders representing undisclosed principals, as detailed in section 2.6. 6.2. STATUTORY QUORUMS 6.3. CONVOCATION OF GENERAL The General Meeting of Shareholders can validly deliberate regardless of the number of shares represented at the meeting. Resolutions are adopted by the absolute majority of votes cast. If a second ballot is necessary, a relative majority is sufficient. In addition to the specific provisions of Swiss company law, the following resolutions require a majority of two thirds of votes cast (“Special Majority”): • Increase in share capital • Election and removal of a member of the Board of Directors • Changes in the maximum number of Members of the Board of Directors • Amendment of the requirement for a Special Majority MEETINGS OF SHAREHOLDERS The rules regarding the convocation of General Meetings of Shareholders are in accordance with Swiss company law. 6.4. AGENDA The Agenda of the General Meeting of Shareholders is issued by the Board of Directors. Shareholders representing shares with a minimum par value of CHF 50 thousand may request the inclusion of an item on the agenda of the General Meetings, provided that such a request reaches the Company at least 40 days prior to the General Meeting. 6.5. REGISTRATION IN THE SHARE REGISTER The Company does not impose any deadline for registering shares prior to a General Meeting. However, a technical notice of two business days is required to process the registration. 44 7 CHANGE OF CONTROL AND DEFENCE MEASURES No restriction on changes in control is included in the Company’s Articles of Association. 7.1. DUTY TO MAKE AN OFFER In the absence of any specific rules in the Company’s Articles of Association, any investor or group of investors acquiring more than 33.3% of the shares and voting rights of the Company has the duty to make a public offer in compliance with the applicable Swiss takeover rules. 7.2. CLAUSES ON CHANGE OF CONTROL There are no general plans or standard agreements offering specific protection to Board Members, Senior Management or employees of the Group in the event of a change of control, subject to the standard rules regarding termination of employment. The employment contract of the Chief Executive Officer includes specific provisions which may trigger a severance payment of two years remuneration and the immediate vesting of options granted in the event there is a change of control in the Company. No other executive contract provides for any material change of control protection. 8 AUDITORS 8.1. DURATION OF THE MANDATE AND TERM OF OFFICE Following a competitive process in 2000, Deloitte SA was appointed auditor of the Company and of the SGS Group by the Annual General Meeting of Shareholders upon recommendation of the Board of Directors. The auditors of the Company are subject to re-election at the Annual General Meeting every year. The current lead auditor, James Baird, has acted in this capacity since 2012. He assumed this position after agreement by the Company's Audit Committee. 9 INFORMATION POLICY The policy of the Group is to provide individual and institutional investors, directly or through financial analysts, business journalists or investment consultants (financial community) and the employees with financial and business information in a consistent, broad, timely and transparent manner. The Group website has a section fully dedicated to Investor Relations, http://www.sgs.com/en/Our-Company/ Investor-Relations/At-a-Glance.aspx where all financial information and presentations are available. This includes an updated version of the Articles of Association, current information on Share Buy-Back programmes and minutes of shareholders’ meetings. SGS meets regularly with institutional investors, holds results presentations, road shows, presentations at broker-sponsored country or industry conferences as well as one-on-one meetings. The Group publishes consolidated half year unaudited and yearly audited results in print and on-line formats. These documents are sent to each registered shareholder and are available in English (binding version) and in French. The Annual Report is published in English (binding version) and in French and is available upon order or on the Internet. The current list of publication dates is available on the Internet. The Group acknowledges the Directives on the Independence of Financial Research issued by the Swiss Bankers Association, particularly articles 26 and 29-32. In addition, the Group complies with rules regarding information and reporting of the Federal Act on Stock Exchange and Securities Trading, and the Ordinance on Stock Exchanges and Securities Trading. 8.2. AUDIT FEES Total audit fees paid to Deloitte for the audit of the Company and the Group financial statements in 2013 amounted to CHF 6.1 million (2012: CHF 5.8 million). 8.3. ADDITIONAL FEES An aggregate amount of CHF 1.1 million (2012 CHF 1.1 million) was paid to Deloitte for other professional services, unrelated to the statutory audit activity. This amount includes CHF 0.6 million (2012: CHF 0.6 million) for tax compliance services and CHF 0.5 million (2012: CHF 0.5 million) for non-statutory reporting and assurance services. 8.4. SUPERVISORY AND CONTROL INSTRUMENTS VIS-A-VIS THE AUDITORS The Audit Committee is responsible for evaluating the external auditor on behalf of the Board of Directors, and conducts assessments of the audit services provided to the Group during its regular meetings. It meets with the auditor at least three times per year, including private sessions without the presence of management. The duties of the committee include consideration of the audit plan, regular assessment of the performance of the auditor and approval of audit fees on the basis of the amount of work required in order to perform the audit. The auditor regularly presents his findings, both during the deliberations of the Audit Committee and in written reports, to the attention of the Board of Directors which summarise key findings. The Group strives to safeguard and support the independence of the auditor by avoiding conflicts of interests. In applying this policy, the attribution of other consultancy assignments is carefully reviewed to ensure that such assignments do not endanger the auditor’s independence. 45 SGS GROUP RESULTS SGS GROUP RESULTS CONSOLIDATED INCOME STATEMENT FOR THE YEARS ENDED 31 DECEMBER (CHF million) NOTES REVENUE Salaries and wages Subcontractors’ expenses Depreciation, amortisation and impairment Other operating expenses OPERATING INCOME (EBIT) Analysis of operating income Adjusted operating income Restructuring costs Amortisation of acquisition intangibles Transaction and integration-related costs Operating income Financial income Financial expenses PROFIT BEFORE TAXES Taxes PROFIT FOR THE YEAR Profit attributable to: Equity holders of SGS SA Non-controlling interests BASIC EARNINGS PER SHARE (IN CHF) DILUTED EARNINGS PER SHARE (IN CHF) DIVIDENDS PER SHARE (IN CHF) 10 & 12 5 6 7 8 9 9 2013 5 830 (2 871) (357) (298) (1 392) 912 977 (33) (20) (12) 912 18 (56) 874 (236) 638 600 38 78.43 77.84 65.00 2 1. Restated figures as a result of changes in accounting standards (see Note 2). 2. As proposed by the Board of Directors. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 DECEMBER (CHF million) Actuarial gains/(losses) on defined benefits plans Income tax on actuarial gains/(losses) taken directly to equity Items that will not be subsequently reclassified to income statement Exchange differences and other 2 Items that will be subsequently reclassified to income statement OTHER COMPREHENSIVE INCOME FOR THE YEAR Profit for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR Attributable to: Equity holders of SGS SA Non-controlling interests 2013 71 (23) 48 (132) (132) (84) 638 554 516 38 2012 1 5 569 (2 733) (338) (280) (1 384) 834 931 (68) (17) (12) 834 17 (58) 793 (214) 579 545 34 71.52 71.06 58.00 2012 1 (38) 11 (27) (48) (48) (75) 579 504 472 32 1. Restated figures as a result of changes in accounting standards (see Note 2). 2. In 2013, exchange differences included net exchange losses of CHF 32 million on long-term loans treated as net investment in a foreign entity according to International Accounting Standard (IAS) 21 (2012: losses of CHF 8 million). 48 CONSOLIDATED BALANCE SHEET AT 31 DECEMBER (BEFORE APPROPRIATION OF AVAILABLE RETAINED EARNINGS) (CHF million) ASSETS NON-CURRENT ASSETS Land, buildings and equipment Goodwill Other intangible assets Investments in associated and other companies Deferred tax assets Other non-current assets TOTAL NON-CURRENT ASSETS CURRENT ASSETS Unbilled revenues and inventories Trade accounts and notes receivable Other receivables and prepayments Marketable securities Cash and cash equivalents TOTAL CURRENT ASSETS TOTAL ASSETS EQUITY AND LIABILITIES CAPITAL AND RESERVES Share capital Reserves Treasury shares EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF SGS SA Non-controlling interests TOTAL EQUITY NON-CURRENT LIABILITIES Loans and obligations under finance leases Deferred tax liabilities Retirement benefit obligations Provisions TOTAL NON-CURRENT LIABILITIES CURRENT LIABILITIES Loans and obligations under finance leases Trade and other payables Provisions Current tax liabilities Other creditors and accruals TOTAL CURRENT LIABILITIES TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES 1. Restated figures as a result of changes in accounting standards (see Note 2). 49 NOTES 2013 2012 1 10 11 12 8 13 14 15 16 17 18 22 22 23 8 24 25 23 26 25 27 1 029 1 009 207 18 173 42 2 478 330 952 306 9 964 2 561 5 039 8 2 314 (179) 2 143 69 2 212 1 293 66 94 96 1 549 15 502 18 142 601 1 278 2 827 5 039 1 015 959 213 17 224 42 2 470 302 977 255 17 970 2 521 4 991 8 2 228 (176) 2 060 58 2 118 1 305 72 176 97 1 650 17 492 23 103 588 1 223 2 873 4 991 SGS GROUP RESULTS CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER (CHF million) Profit for the year Non-cash items (Increase) in working capital Taxes paid CASH FLOW FROM OPERATING ACTIVITIES NOTES 19 19 Purchase of land, buildings, equipment and other intangible assets 10 & 12 Acquisition of businesses 3 & 19 (Increase)/decrease in other non-current assets Decrease/(increase) in marketable securities Interest and dividends received Sales of land, buildings and equipment CASH FLOW FROM INVESTING ACTIVITIES Dividends paid to equity holders of SGS SA Dividends paid to non-controlling interests Cash received on treasury shares Cash (paid) on treasury shares Interest paid Net flows related to Interest Rate Swaps Increase/(decrease) in borrowings CASH FLOW FROM FINANCING ACTIVITIES Currency translation (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR (Decrease) in cash and cash equivalents CASH AND CASH EQUIVALENTS AT END OF YEAR 18 1. Restated figures as a result of changes in accounting standards (see Note 2). 2013 638 552 (29) (213) 948 (357) (108) (4) 8 12 24 (425) (444) (27) 42 (38) (46) 2 (5) (516) (13) (6) 970 (6) 964 2012 1 579 501 (73) (209) 798 (386) (182) - (9) 10 10 (557) (497) (24) 88 (12) (46) 37 (12) (466) (5) (230) 1 200 (230) 970 50 STATEMENT OF CHANGES IN CONSOLIDATED EQUITY (CHF million) SHARE CAPITAL TREASURY SHARES CAPITAL RESERVE CUMULATIVE TRANSLATION ADJUSTMENTS CUMULATIVE GAINS/(LOSSES) ON DEFINED BENEFIT PLANS 2 RETAINED EARNINGS AND GROUP RESERVES EQUITY HOLDERS OF SGS SA NON- CONTROLLING INTERESTS TOTAL EQUITY ATTRIBUTABLE TO BALANCE AT 1 JANUARY 2012 RESTATED 1 Profit for the year Other comprehensive income for the year Total comprehensive income for the year Dividends paid Share-based payments Movement in non-controlling interests Movement on treasury shares BALANCE AS AT 31 DECEMBER 2012 RESTATED 1 BALANCE AT 1 JANUARY 2013 Profit for the year Other comprehensive income for the year Total comprehensive income for the year Dividends paid Share-based payments Movement in non-controlling interests Movement on treasury shares BALANCE AS AT 31 DECEMBER 2013 8 (232) 92 (580) (154) 2 861 1 995 - - - - - - - - - - - - - 56 - - - - 14 - - - (46) (46) - - - - - 545 545 (27) - (73) 50 34 (2) 2 045 579 (75) (27) 545 472 32 504 - - - - (497) 3 (497) (24) (521) - - 14 - 20 76 - - - 14 - 76 8 (176) 106 (626) (181) 2 929 2 060 58 2 118 8 (176) 106 (626) (181) 2 929 2 060 - - 600 600 (132) 48 - (84) 58 38 - 2 118 638 (84) (132) 48 600 516 38 554 - - - - - - - - (444) 3 (444) (27) (471) - 2 7 5 2 4 - - - 5 2 4 8 (179) 111 (758) (133) 3 094 2 143 69 2 212 - - - - - - - - - - - - - (3) - - - - 5 - - 1. Restated figures as a result of changes in accounting standards (see Note 2). 2. Net of tax. 3. The amounts available for dividends are based on the SGS SA’s statutory standalone shareholders’ equity determined in accordance with the legal provisions of the Swiss Code of Obligations. 51 SGS GROUP RESULTS NOTES 1 ACTIVITIES OF THE GROUP SGS SA and its subsidiaries (the “Group”) operate around the world under the name SGS. The head office of the Group is located in Geneva, Switzerland. SGS is the global leader and innovator in inspection, verification, testing and certification services supporting international trade in agriculture, minerals, petroleum and consumer products. It also provides these services to governments, international institutions and to customers engaged in the industrial, environmental and life science sectors. 2 SIGNIFICANT ACCOUNTING POLICIES BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS The consolidated financial statements of the Group are stated in millions of Swiss Francs. They are prepared from the financial statements of the individual companies within the Group with all significant companies having a year-end of 31 December 2013. The consolidated financial statements comply with the accounting and reporting requirements of the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The accounting conventions and accounting policies are the same as those applied in the 2012 consolidated financial statements, except for the Group’s adoption of new IFRS effective 1 January 2013. The financial statements are prepared on an accrual basis and under the historical cost convention, modified as required for the revaluation of certain financial instruments. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS In the current year, the Group has adopted the following Standards and Interpretations: • IAS 19 (amended) Employee benefits: In the current year, the Group applied IAS 19 Employee Benefits (as revised in 2011) and the related consequential amendments for the first time. IAS 19 (amended) changes the accounting for defined benefit plans and termination benefits. The most significant change relates to the interest cost and expected return on plan assets used in the previous version of IAS 19, and are replaced with net interest expenses under IAS 19 amended, which are calculated by applying the discount rate to the net defined liability or asset. This change had an impact on the figures recognised in the income statement and other comprehensive income in prior years. In addition, IAS 19 amended introduces certain changes in the presentation of the defined benefit cost including more extensive disclosures. Due to this amendment, the 2012 figures were restated. In this regard, the salaries and wages increased by CHF 9 million and the financial expenses by CHF 6 million, the taxes decreased by CHF 4 million, the actuarial gains/(losses) on defined benefits plans decreased by CHF 15 million and the income tax on actuarial gains/(losses) decreased by CHF 4 million, the non-cash items in the cash flow statement increased by CHF 11 million and the opening balance of the cumulative remeasurement gains/losses on defined benefit in equity decreased by CHF 89 million. The notes to the financial statements were accordingly restated. All the other balances in the 2012 primary statements remain unchanged from last year annual report. The impact of this restatement is not material and therefore the Group considers that it is not necessary to present a third balance sheet. • Package of five: IAS 27 (revised) Separate financial statements IAS 28 (revised) Investments in associates and joint ventures 52 IFRS 10 Consolidated financial statements IFRS 11 Joint arrangements Joint ventures previously recognised using proportional consolidation are now recognised using the equity method. The 2012 figures were restated. These changes decreased the 2012 revenues by CHF 9 million and decreased the expenses by CHF 9 million. Assets and liabilities decreased by CHF 3 million, the cash flow from operating activities decreased by CHF 2 million and the cash flow from investing activities increased by CHF 2 million. IFRS 12 Disclosures of interests in other entities The Group additionally adopted: • IFRS 7 (amendment) Disclosures – Offsetting financial assets and financial liabilities • IFRS 13 Fair value measurement • IAS 1 (amendment) Presentation of financial statements – Presentation of items of other comprehensive income The application of these changes had no material impact on consolidated balance sheet and on the consolidated income statement but extended specific disclosures. At the date of authorisation of these financial statements, the following Standards and Interpretations were issued, but not yet effective: • IAS 32 (amendment) Financial Instruments Presentation – Offsetting financial assets and financial liabilities • IFRS 9 Financial Instruments • Amendments to IFRS 10, IFRS 12, IAS 27: Investment entities • Amendments to IAS 39 Financial Instruments – Novation of derivatives and continuation of hedge accounting • IAS 36 (amendment) Impairment of Assets – Recoverable amount disclosures for non-financial assets • IFRIC 21 Levies • IFRS 14 Regulatory Deferral Accounts The Directors anticipate that the adoption of these new standards and interpretations will have no material impact on the consolidated financial statements. BASIS OF CONSOLIDATION Subsidiaries The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Group. Control is achieved when the Group: • has power over the investee; • is exposed, or has right, to variable return from its involvement with the investee; and joint operator recognises in relation to its interest in a joint operation: • its assets, including its share of any assets held jointly; • its liabilities, including its share of any liabilities incurred jointly; • its revenue from the sale of its share of the output arising from the joint operation; • its share of the revenue from the sale of the output by the joint operation; and • has the ability to use its power • its expenses, including its share of any to affect its return. expenses incurred jointly. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. The principal operating companies of the Group are listed on pages 128 to 131. Associates Associates are entities over which the Group has significant influence, but no control or joint control over the financial and operating policies. The consolidated financial statements include the Group’s share of the earnings of associates on an equity accounting basis, from the date that significant influence commences until the date that significant influence ceases. Joint ventures A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The consolidated financial statements include the Group’s share of the earnings of associates on an equity accounting basis, from the date that joint control commences until the date that joint control ceases. Joint operations A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and the liabilities. When a Group entity undertakes its activities under joint operations, the Group as a Investments in companies not accounted for as subsidiaries, associates or jointly controlled entities Investments in companies not accounted for as subsidiaries, associates or jointly controlled entities (normally below 20% shareholding levels) are stated at cost less any provision for impairment. The fair value of these investments cannot be reliably measured. Dividends received from these investments are included in financial income. Transactions eliminated on consolidation All intra-group balances and transactions, and any unrealised gains and losses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains and losses arising from transactions with associates and jointly controlled entities are eliminated to the extent of the Group’s interest in those entities. Foreign currency transactions Transactions in foreign currencies are recorded at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate prevailing at that date. Exchange differences arising on the settlement of monetary items or on reporting monetary items at rates different from those at which they were initially recorded during the period or in previous financial statements, are recognised in the income statement. 53 Consolidation of foreign companies All assets and liabilities of foreign companies that are consolidated are translated using the exchange rates in effect at the balance sheet date. Income and expenses are translated at the average exchange rate for the year. Translation differences resulting from the application of this method are classified as equity until the disposal of the investment. Average exchange rates are used to translate the cash flows of foreign subsidiaries in preparing the consolidated statement of cash flows. SEGMENT INFORMATION The Group reports its operations by business segment, according to the nature of the services provided. The Group operates in ten business segments. The Chief Operating Decision Maker evaluates segment performance and allocates resources based on several factors, of which revenue, adjusted operating income and return on capital are the main criteria. For the Group, the Chief Operating Decision Maker is the Senior Management composed of: the Chief Executive Officer, the Chief Financial Officer and the General Counsel. All segment revenues reported are from external customers. Segment revenue and operating income are attributed to countries based on the location in which the services are rendered. Segment assets and liabilities comprise all assets and all liabilities held by the Group’s operating affiliates after elimination of inter-company balances. Capital additions represent the total cost incurred to acquire land, buildings and equipment as well as other intangible assets. Depreciation and amortisation of segment assets include depreciation of buildings and equipment as well as other intangible assets. Impairment of segment assets includes impairment related to land, buildings and equipment, goodwill and other intangible assets when incurred. SGS GROUP RESULTS LAND, BUILDINGS AND EQUIPMENT Land is stated at historical cost and is not depreciated. Buildings and equipment are stated at historical cost less accumulated depreciation. Subsequent expenditures are capitalised only if they increase the future economic benefits embodied in the related item of property and equipment. All other expenditures are expensed as incurred. Depreciation is calculated on a straight- line basis over the estimated useful life of the assets as follows: • Buildings 12 – 40 years • Machinery and equipment 3 – 10 years • Other tangible assets 3 – 10 years LEASES Assets acquired under finance lease agreements, which provide the Group with substantially all the risks and rewards of ownership, are capitalised at fair value or, if lower, at amounts equivalent to the estimated present value of the underlying minimum lease payments. The corresponding liabilities are included in long- and short-term loans. These leased assets are depreciated over the lease period or their estimated useful lives, whichever is shorter. Leases where the lessor retains substantially all the risks and rewards of ownership of the assets are classified as operating leases. Operating lease expenditures are expensed on a straight-line basis over the lease terms. GOODWILL In the case of acquisitions of businesses, the acquired identifiable assets, liabilities and contingent liabilities are recorded at fair value. The difference between the purchase price and the fair value is classified as goodwill and recorded in the balance sheet as an intangible asset. Goodwill arising from business combinations is measured at cost less any accumulated impairment losses. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected amounts recognised at that date. Goodwill arising on the acquisition of a foreign entity is recorded in the relevant foreign currency and is translated using the end of period exchange rate. On disposal of part or all of a business which was previously acquired and which gave rise to the recording of acquisition goodwill, the relevant amount of residual goodwill is included in the determination of the gain or loss on disposal. Goodwill and other intangible assets with indefinite useful lives acquired as part of business combinations are tested for possible impairment annually and whenever events or changes in circumstances indicate their value may not be fully recoverable. For the purpose of impairment testing, the Group has adopted a uniform method for assessing goodwill and other intangibles recognised under the acquisition method of accounting. These assets are allocated to the cash generating unit (CGU) or group of CGUs that are expected to benefit from the business combination. The recoverable amount of a CGU is determined through a value-in-use calculation. The key assumptions for the value-in-use calculations are those regarding the discount rates, growth rates and expected changes to selling prices or direct costs during the period. Pre-tax discount rates used are based on the Group’s weighted average cost of capital, adjusted for specific risks associated with the CGU’s cash flow projections. The growth rates are based on industry growth forecasts. Expected changes in selling prices and direct costs are based on past practices and expectations of future changes in the market. For all CGUs, a value-in-use calculation is performed using cash flow projections covering the next 10 years. The cash flows for the first five years take into account the most recent financial results and outlook approved by management, while the subsequent 54 five years are extrapolated based on the estimated long-term growth rate for the relevant activity. If the recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. Even if the initial accounting for an intangible asset acquired in the reporting period is only provisional, this asset is tested for impairment. OTHER INTANGIBLE ASSETS Intangible assets, including software, licences, trademarks and customer relationships are capitalised and amortised on a straight-line basis over their estimated useful lives, normally not exceeding 20 years. Indefinite life intangible assets are not amortised but are subject to an annual impairment test. The following useful lives are used in the calculation of amortisation: • Trademarks 5 – 20 years • Customer relationships 5 – 20 years • Computer software 1 – 4 years Other intangible assets acquired as part of an acquisition of a business are capitalised separately from goodwill if their fair value can be measured reliably. Internally generated intangible assets are recognised if the asset created can be identified, it is probable that future economic benefits will be generated from it, the related development costs can be measured reliably and sufficient financial resources are available to complete the development. These assets are amortised on a straight-line basis over their useful lives, which usually do not exceed four years. All other development costs are expensed as incurred. IMPAIRMENT OF ASSETS EXCLUDING GOODWILL At each balance sheet date or whenever there is an indication that an asset may be impaired, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether they have suffered an impairment loss. If indications of impairment are present, the assets are tested for impairment. If impaired, the carrying value of the asset is reduced to its recoverable value. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the CGU to which the asset belongs. The recoverable amount of an asset is the greater of the net realisable value and its value-in-use. In assessing its value-in-use, the pre-tax estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. REVERSAL OF IMPAIRMENT LOSSES Where an impairment loss on assets other than goodwill subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but not in excess of the carrying amount that would have been recorded had no impairment loss been recognised. A reversal of an impairment loss is recognised as income immediately. UNBILLED REVENUES AND INVENTORIES Completed but unbilled services are recorded at net selling prices. Work-in-progress is measured at the lower of the costs incurred in providing the service and its ultimate invoice price less costs to complete. Inventories are recorded at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. Net realisable value represents the estimated selling price less all estimated costs to complete and costs to be incurred in selling and distribution. RECEIVABLES Trade receivables are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified. MARKETABLE SECURITIES Marketable securities are recorded in the balance sheet at fair value. Movements in the fair value of marketable securities held for trading are reported in the income statement as financial income/ expenses. For marketable securities designated as being available for sale, the movements in fair value are recorded as a component of shareholders’ equity and recognised in the income statement at the time of disposal. Marketable securities designated as available for sale are those that are not classified as at fair value through profit and loss. CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise cash, deposits held with banks and investments in money market instruments with an original maturity of three months or less. Bank overdrafts are included within current loans. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. Derivatives are accounted for on a mark-to-market basis. Derivative financial instruments are initially recognised at fair value and subsequently re-measured at fair value at each balance sheet date. The gains and losses resulting from the fair value re-measurement are recognised in the income statement. The fair value of forward exchange contracts is determined with reference to market prices at the balance sheet date. The Group designates and documents certain derivatives as hedging instruments against changes in fair value of recognised liabilities. The effectiveness of such hedges is assessed at inception and verified at regular intervals, at least each semester, using prospective and retrospective testing. 55 SGS GROUP RESULTS CORPORATE BONDS The corporate bonds issued by the Group are measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the net carrying amount on initial recognition. The Group uses fair value hedges to mitigate interest rate risks relating to its corporate bonds. The changes in fair value of hedging instruments are recognised in the income statement. EMPLOYEE BENEFITS Pension plans The Group maintains several defined benefit and defined contribution pension plans in accordance with local conditions and practices in the countries in which it operates. Defined benefit pension plans are based on an employee’s years of service and remuneration earned during a pre-determined period. Contributions to these plans are normally paid into funds which are managed independently of the Group, except in rare cases where there is no legal obligation to fund. In such cases, the liability is recorded in the Group’s consolidated balance sheet. The Group’s obligations towards defined benefit pension plans and the annual cost recognised in the income statement is determined by independent actuaries using the projected unit credit method. Remeasurement gains and losses are immediately recognised in the consolidated balance sheet with the corresponding movement being recorded in the consolidated statement of comprehensive income. Past service costs are immediately recognised as an expense. Payments to defined contribution plans are recognised as an expense in the income statement as incurred. Net interest expense is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation reduced by the fair value of plan assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the plan. Post-employment plans other than pensions The Group operates some post- employment defined benefit schemes, mainly healthcare plans. The method of accounting and the frequency of valuations are similar to those used for defined benefit pension plans. Equity compensation plans The Group provides additional benefits to certain senior executives and employees through equity compensation plans (see note 31). An expense is recognised in the income statement for shares and options granted to senior executives and employees under these plans. TRADE PAYABLES Trade payables are recognised at nominal value that approximates the fair value. PROVISIONS The Group records provisions when: it has an obligation, legal or constructive, to satisfy a claim; it is probable that an outflow of Group resources will be required to satisfy the obligation; and a reliable estimate of the amount can be made. In the case of litigation and claims relating to services rendered, the amount that is ultimately recorded is the result of a complex process of assessment of a number of variables, and relies on management’s informed judgement about the circumstances surrounding the past provision of services. It also relies on expert legal advice and actuarial assessments. Changes in estimates are reflected in the income statement in the period in which the change occurs. 56 REVENUE RECOGNITION Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenues represent fees for services rendered to third parties after the deduction of discounts and are recognised when the service has been completed. In certain circumstances, revenue is recognised in proportion to the stage of completion, normally determined by reference to costs incurred to date in comparison with the total estimated costs of the transaction at the balance sheet date. No margin is recognised on work-in-progress. Completed, but unbilled, services are recorded at net selling prices. BORROWING COSTS Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in the income statement in the period in which they are incurred. RESTRUCTURING COSTS The Group recognises costs of restructuring against operating income in the period in which management has committed to a formal plan, the costs of which can be reliably estimated, and has raised a valid expectation in those affected that the plan will be implemented and the related costs incurred. Where appropriate, restructuring costs include impairment charges arising from implementation of the formal plan. income and withholding taxes that could arise on the remittance of subsidiary retained earnings are only made where there is a current intention to remit such earnings. Other taxes not based on income, such as property taxes and capital taxes, are included within operating expenses. Deferred taxes are provided using the full liability method. They are calculated on all temporary differences that arise between the tax base of an asset or liability and the carrying values in the consolidated financial statements except for non tax-deductible goodwill and for those differences related to investments in subsidiaries where their reversal will not take place in the foreseeable future. Deferred income tax assets relating to the carry-forward of unused tax losses and tax credits are recognised to the extent that it is probable that future profits be available against which they can be utilised. Current income tax assets and liabilities are offset when the income taxes are levied by the same taxing authority and where there is a legally enforceable right of offset. Deferred tax assets and liabilities are determined based on enacted or substantively enacted tax rates in the respective jurisdictions in which the Group operates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. EARNINGS PER SHARE Basic earnings per share are calculated by dividing the Group’s profit by the weighted average number of shares outstanding during the year, excluding treasury shares. For diluted earnings per share, the weighted average number of shares outstanding is adjusted assuming conversion of all potential dilutive shares. Group profit is also adjusted to reflect the after-tax impact of conversion. DIVIDENDS Dividends are reported as a movement in equity in the period in which they are approved by the shareholders. TREASURY SHARES Treasury shares are reported as a deduction to equity. The original cost of treasury shares and the proceeds of any subsequent sale are recorded as movements in equity. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES Judgements In the process of applying the entity’s accounting policies described above, management has made the following judgements that have a significant effect on the amounts recognised in the financial statements. Legal and warranty claims on services rendered The Group is subject to litigation and other claims as described in note 25. Management bases its judgements on the circumstances relating to each specific event, internal and external legal advice, knowledge of the industries and markets, prevailing commercial terms and legal precedent and evaluation of the insurance cover where appropriate. The Group’s legal and warranty claims are reviewed, at a minimum, on a quarterly basis by a cross-functional representation of management. Use of estimates The key assumptions concerning the future, and other key sources of estimation at the balance sheet date that have a risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year, are discussed below. CAPITAL MANAGEMENT Capital comprises equity attributable to equity holders, loans and obligations under finance leases and cash and cash equivalents. The Board of Directors’ policy is to maintain a strong capital base in order to maintain investor, creditor and market confidence and to sustain the future development of the business. The Board also recommends the level of dividends to be distributed to ordinary shareholders on an annual basis. The Group maintains sufficient liquidity at the Group and subsidiary level to meet its working capital requirements, fund capital purchases and small and medium-sized acquisitions. Cash and cash equivalents as well as loans and obligations under finance leases are disclosed in notes 18 and 23. In 2012, the Group initiated a new Share Buy-Back programme for a total of CHF 250 million, valid from 12 March 2012 to 31 December 2014. Treasury shares are intended primarily to be used to cover the Group’s employee share option programmes and/or convertible bonds that may be issued. Decisions to buy or sell are made on an individual transaction basis by management. There were no changes in the Group’s approach to capital management during the year. The Group is not subject to any externally imposed capital requirements. TAXES Income taxes include all taxes based upon the taxable profits of the Group including withholding taxes payable on the transfer of income from Group companies and tax adjustments from prior years. Taxes on income are recognised in the income statement except to the extent that they relate to items directly charged or credited to equity or other comprehensive income, in which case the related income tax effect is recognised in equity or other comprehensive income. Provisions of 57 SGS GROUP RESULTS Recoverability of trade accounts Estimations of employee post- Income taxes and notes receivable employment benefits obligations The Group maintains several defined benefit pension plans in accordance with local conditions and practices in the countries in which it operates. The related obligations recognised in the balance sheet represent the present value of the defined benefit obligations calculated annually by independent actuaries. These actuarial valuations include assumptions such as discount rates, salary progression rates and mortality rates. These actuarial assumptions vary according to the local prevailing economic and social conditions. Details of the assumptions used are provided in note 24. Trade accounts and notes receivable are reflected net of an estimated allowance for doubtful accounts (see note 15). These allowances for potential uncollectible amounts are estimated based primarily on the Group’s ageing policy guidelines, individual client analysis and an analysis of the underlying risk profile of each major revenue stream by business and geography. Impairment of goodwill The Group determines whether goodwill is impaired at a minimum on an annual basis. This requires an estimation of the value-in-use of the CGUs to which the goodwill is allocated. Estimating the value-in-use requires the Group to make an estimate of the expected future cash flows from the CGU that holds the goodwill at a determined discount rate in order to calculate the present value of those cash flows. The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due, including estimated interest and penalties where appropriate. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. RISK ASSESSMENT Disclosures on the Group’s risk assessment process as required by Swiss law are presented in the notes to the accounts of SGS SA on page 106 of this report. The most significant currencies for the Group were translated at the following exchange rates into Swiss Francs: Australia Brazil Canada Chile China Eurozone AUD BRL CAD CLP CNY EUR United Kindgom GBP Hong Kong India Taiwan USA HKD INR TWD USD 100 100 100 100 100 100 100 100 100 100 100 YEAR-END RATES ANNUAL AVERAGE RATES 2013 79.57 37.85 83.98 0.17 14.70 122.76 146.93 11.50 1.44 2.98 89.20 2012 94.79 44.65 91.74 0.19 14.64 120.90 147.10 11.77 1.67 3.14 91.24 2013 89.85 43.20 90.09 0.19 15.08 123.09 145.01 11.95 1.59 3.12 92.72 2012 97.12 48.19 93.84 0.19 14.87 120.55 148.63 12.09 1.76 3.17 93.80 58 3 BUSINESS COMBINATIONS AND OTHER SIGNIFICANT TRANSACTIONS The following business combinations and other significant transactions occurred during 2013 and 2012: ACQUISITIONS 2013 In 2013, the Group completed 12 acquisitions for a total purchase price of CHF 118 million (note 20). Enger Engenharia S.A. Effective 1 May 2013, SGS acquired, for a purchase price of CHF 32 million, 100% of Enger Engerharia SA, headquarted in Sao Paulo, Brazil. The consulting engineering company serves the infrastructure & building market, performing project supervision and management as well as technical consultancy. Other In 2013, other acquisitions included: • 100% of RDFI Group, which operates vehicle inspection test stations in France (effective 1 February 2013); • 100% of Umweltanalytik RUK GmbH, Germany, a provider of biogas, stack and fugitive emission testing services (effective 1 February 2013); • 100% of Grupo Labmat, based in Sao Paulo state, Brazil. Grupo Labmat serves many markets in providing materials testing, welding and engineering services as well as metallurgy project inspections (effective 1 March 2013); • 100% of Time Mining Group in South Africa, a supplier of process plant design, project management, but also commissioning and optimisation services for minerals processing plants (effective 1 April 2013); • 100% of MSi Testing & Engineering Inc., a US-based laboratory in the fields of Metallurgical Testing and Failure Analysis (effective 1 April 2013); • 100% of Civil Quality Assurance Pty. Ltd., Australia, a geotechnical and environmental consultancy and testing business (effective 1 June 2013); • 100% of Qingdao Yuanshun Automotive Services Ltd., in Qingdao, China, a vehicle inspection company of the Shandong province, China (effective 1 June 2013); • 100% of MIS Environmental Ltd., a laboratory offering a vast spectrum of experience in asbestos, environmental and health and safety testing and consultancy services, based in Consett, United Kingdom (effective 1 September 2013); • 100% of MIS Testing Ltd., a mechanical and material testing laboratory, based in Consett, United Kingdom (effective 1 September 2013); • 100% of Industrial Valve Engineering limited, based in Tokoroa, New Zealand, a industrial valve testing & certification provider (effective 1 November 2013); • The business of Hart Aviation, based in Melbourne, Australia, a provider of aviation audit and advisory services to specifically mitigate aviation risks (effective 1 November 2013). These companies were acquired for a purchase price of CHF 86 million and the total goodwill generated on these transactions amounted to CHF 57 million (note 20). Total All the above acquisitions contributed in total CHF 65 million in revenues and CHF 11 million in operating income during the year for the Group. Had all acquisitions been effective 1 January 2013, the Group revenues for the period would have been increased by CHF 42 million and the Group operating income for the period would have been increased by CHF 7 million. None of the goodwill arising on acquisitions is expected to be tax deductible. 59 DIVESTMENTS 2013 There were no significant disposals in 2013. ACQUISITIONS 2012 In 2012, the Group completed 18 acquisitions for a total purchase price of CHF 203 million. CIMM Tecnologías y Servicios S.A. (CIMM T&S) Effective 6 January 2012, SGS acquired, for a purchase price of CHF 37 million, 100% of CIMM Tecnologías y Servicios S.A. (CIMM T&S), a leading provider of technical services to the mining industry in Chile. The accounting for the business combination is completed and the values of the identifiable assets and liabilities reflect the final amounts. Goodwill on acquisition amounted to CHF 19 million. Other In 2012, other acquisitions included: • 100% of Roplex Engineering Ltd., a UK-based company specialising in engineering support and test services for vapour recovery systems (effective 1 February 2012); • 100% of Estudios Técnicos SA, (ETSA), a leading engineering project supervision and management company based in Bogota, Colombia (effective 15 March 2012); • 100% of Metlab (Pty) Ltd., an independant metallurgical testing in laboratory in Boksburg, South Africa, (effective 1 April 2012); • 100% of Environ Cientifica Ltda, a leading Occupational Health and Industrial Hygiene (OIH) laboratory based in Sao Paulo, Brazil (effective 1 April 2012); • 100% of Analytical Perspectives of North Carolina, LCC, a laboratory specialised in the ultra-trace analysis of various persistent organic pollutants (POPs) based in Wilmington, USA (effective 1 April 2012); • 100% of Vitrology Limited, an organisation specialising in biosafety testing for the pharmaceutical industry, based in Glasgow, UK (effective 18 May 2012); Total All the above acquisitions contributed in total CHF 151 million in revenues and CHF 18 million in operating income during the year for the Group. Had all acquisitions been effective 1 January 2012, the Group revenues for the period would have been increased by CHF 61 million and the Group operating income for the period would have been increased by CHF 11 million. None of the goodwill arising on acquisitions is expected to be tax deductible. DIVESTMENTS 2012 There were no significant disposals in 2012. SGS GROUP RESULTS • 75% of Gravena Pesquisa, conultoria e Treinamento Agricola Ltda (Gravena), a leading field trial contract research service provider in Brazil, based in Sao Paolo, Brazil (effective 1 July 2012); • 100% of Exprimo NV, a Belgium- based life science consultancy company, based in Mechelon, Belgium (effective 1 July 2012); • 100% of Sercovam, a test laboratories group based in Etupes and Cestas, France (effective 1 July 2012); • 100% of Gladstone Testing Lab, a well established construction material testing business based in Gladstone (Queensland), Australia (effective 1 August 2012); • 100% of the Ludwig Group, a material and metallurgical testing laboratory, based in Calgary and Edmonton (Alberta), Canada (effective 1 September 2012); • 100% of Australian Radiation Services Pty. Ltd. (ARS), a provider of radiation calibration, monitoring, testing and consulting, based in Melbourne, Australia (effective 1 October 2012); • 100% of Sentinel Services (Proprietary) Limited, a provider of Non-Destructive Testing (NDT) services and consulting, based in Johannesburg, South Africa (effective 1 October 2012); • 100% of EMICS Ltd., (effective 1 August 2011), an independent UKAS (United Kingdom Accreditation Service) calibration laboratory, based in Nottingham, UK (effective 1 November 2012); • 100% of Ware Care Group, a provider of Integrated Pest Management services (IPM) and fumigation services, based in Beuningen, The Netherlands (effective 1 November 2012); • 100% of E&S Engineering Solutions Inc. a company specialised in the development of mineral processing facilities for the mining industry in Tucson (Arizona), USA (effective 31 December 2012); • 100% of Herguth Laboratories, Inc. a state-of-the-art petroleum and lubricant testing laboratory in Vallejo (California), USA (effective 31 December 2012). These companies were acquired for a purchase price of CHF 166 million and the total goodwill generated on these transactions amounted to CHF 120 million. 60 4 INFORMATION BY BUSINESS AND GEOGRAPHICAL SEGMENT (CHF million) 2013 Agricultural Services Minerals Services Oil, Gas & Chemicals Services Life Science Services Consumer Testing Services Systems & Services Certification Industrial Services Environmental Services Automotive Services Governments & Institutions Services TOTAL (CHF million) 2012 RESTATED Agricultural Services Minerals Services Oil, Gas & Chemicals Services Life Science Services Consumer Testing Services Systems & Services Certification Industrial Services Environmental Services Automotive Services Governments & Institutions Services TOTAL REVENUE ADJUSTED OPERATING INCOME AMORTISATION OF ACQUISITION INTANGIBLES OPERATING INCOME BY BUSINESS 381 792 1 140 205 1 042 402 960 328 305 275 5 830 65 124 154 27 258 73 108 34 66 68 977 - (1) (3) (2) (1) - (5) (1) (7) - (20) Unallocated costs GROUP OPERATING INCOME 65 123 151 25 257 73 103 33 59 68 957 (45) 912 REVENUE ADJUSTED OPERATING INCOME AMORTISATION OF ACQUISITION INTANGIBLES OPERATING INCOME BY BUSINESS 370 868 1 046 199 936 395 899 323 277 256 5 569 61 162 137 17 233 72 100 34 61 54 931 - (1) (2) (2) (1) - (4) (1) (6) - (17) Unallocated costs GROUP OPERATING INCOME 61 161 135 15 232 72 96 33 55 54 914 (80) 834 The revenues reported represent revenue generated from external customers. Revenue in Switzerland from external customers for 2013 amounted to CHF 267 million (2012: CHF 264 million). No country represented more than 15% of revenues from external customers in 2013 or 2012. 61 SGS GROUP RESULTS UNALLOCATED COSTS 2013 In 2013, the Group incurred CHF 12 million of integration-related costs and transaction-related costs that have been expensed in accordance with IFRS 3 (revised). At the same time, the Group incurred a pre-tax restructuring charge of CHF 33 million, largely as a result of personnel reorganisation due to the decline in market conditions in certain businesses and geographies (CHF 28 million) as well as fixed impairment and other charges (CHF 5 million). UNALLOCATED COSTS 2012 In 2012, the Group incurred a pre-tax restructuring charge of CHF 68 million, including a provision of CHF 21 million (net of tax) in view of the intended closure of the Paris clinic. These pre-tax restructuring costs are largely a result of personnel reorganisation due to the decline in market conditions in certain businesses and geographies (CHF 43 million) as well as fixed asset impairment and other charges (CHF 25 million). At the same time, the Group incurred CHF 12 million of integration-related costs and transaction- related costs that have been expensed in accordance with IFRS 3 (revised). (CHF million) 2013 % 2012 RESTATED % REVENUE FROM EXTERNAL CUSTOMERS BY GEOGRAPHICAL SEGMENT Europe/Africa/Middle East Americas Asia Pacific TOTAL 2 694 1 448 1 688 5 830 46.2 24.8 29.0 100.0 2 618 1 360 1 591 5 569 47.0 24.4 28.6 100.0 MAJOR CUSTOMER INFORMATION In 2013 and in 2012, no external customer represented 10% or more of the Group’s total revenue. (CHF million) OPERATING ASSETS BY BUSINESS SEGMENT Agricultural Services Minerals Services Oil, Gas & Chemicals Services Life Science Services Consumer Testing Services System & Services Certification Industrial Services Environmental Services Automotive Services Governments & Institutions Services TOTAL 2013 244 683 898 241 672 179 676 262 404 157 4 416 % 2012 RESTATED % 5.5 15.5 20.3 5.5 15.2 4.1 15.3 5.9 9.1 3.6 100.0 255 690 779 291 656 176 582 311 383 222 4 345 5.9 15.8 17.9 6.7 15.1 4.0 13.4 7.2 8.8 5.1 100.0 (CHF million) 2013 2012 RESTATED RECONCILIATION OF OPERATING ASSETS BY BUSINESS SEGMENT TO THE BALANCE SHEET Assets by business segment as above Non-operating assets TOTAL ASSETS PER BALANCE SHEET 4 416 623 5 039 4 345 646 4 991 Assets by business segment comprise all assets held by the Group’s operating affiliates after elimination of inter-company balances. 62 SPECIFIC NON-CURRENT ASSETS BY MATERIAL COUNTRIES Specific non-current assets by material countries: (CHF million) Switzerland Other countries TOTAL 2013 81 2 224 2 305 % 3.5 96.5 100.0 2012 RESTATED 95 2 150 2 245 % 4.2 95.8 100.0 No country represented more than 15% of the specific non-current assets in 2013 or 2012. RECONCILIATION WITH TOTAL NON-CURRENT ASSETS (CHF million) Specific non-current assets as above Deferred tax assets Non-current loans to third parties TOTAL (CHF million) OPERATING LIABILITIES BY BUSINESS SEGMENT Agricultural Services Minerals Services Oil, Gas & Chemicals Services Life Science Services Consumer Testing Services System & Services Certification Industrial Services Environmental Services Automotive Services Governments & Institutions Services TOTAL 2013 121 250 360 65 329 127 303 104 96 87 1 842 2013 2 305 173 - 2 478 2012 RESTATED 2 245 224 1 2 470 % 2012 RESTATED % 6.6 13.6 19.6 3.5 17.9 6.9 16.4 5.6 5.2 4.7 100.0 127 297 358 68 321 135 308 111 94 88 1 907 6.6 15.5 18.7 3.6 16.9 7.1 16.1 5.8 5.1 4.6 100.0 (CHF million) 2013 2012 RESTATED RECONCILIATION OF OPERATING LIABILITIES BY BUSINESS SEGMENT TO THE BALANCE SHEET Liabilities by business segment as above Non-operating liabilities TOTAL LIABILITIES PER BALANCE SHEET 1 842 985 2 827 1 907 966 2 873 63 SGS GROUP RESULTS (CHF million) CAPITAL ADDITIONS BY BUSINESS SEGMENT Agricultural Services Minerals Services Oil, Gas & Chemicals Services Life Science Services Consumer Testing Services System & Services Certification Industrial Services Environmental Services Automotive Services Governments & Institutions Services TOTAL (CHF million) 2013 15 60 68 16 91 5 32 22 25 23 357 2013 DEPRECIATION AND AMORTISATION BY BUSINESS SEGMENT Agricultural Services Minerals Services Oil, Gas & Chemicals Services Life Science Services Consumer Testing Services System & Services Certification Industrial Services Environmental Services Automotive Services Governments & Institutions Services TOTAL 13 46 52 17 68 5 36 20 23 12 292 % 2012 RESTATED % 4.2 16.8 19.0 4.5 25.5 1.4 9.0 6.2 7.0 6.4 100.0 23 90 76 19 82 5 32 21 9 29 386 5.9 23.2 19.6 4.9 21.2 1.4 8.3 5.4 2.3 7.5 100.0 % 2012 RESTATED % 4.4 15.7 17.7 5.8 23.3 1.7 12.3 7.2 7.8 4.1 100.0 12 43 46 13 59 5 33 20 23 13 267 4.5 15.9 17.2 4.9 22.1 1.9 12.4 7.5 8.7 4.9 100.0 (CHF million) 2013 % 2012 RESTATED % IMPAIRMENT BY BUSINESS SEGMENT Minerals Consumer Testing Services Life Science Services System & Services Certification Industrial Services TOTAL 1 - - 2 3 6 16.7 - - 33.3 50.0 100.0 AVERAGE NUMBER OF EMPLOYEES BY GEOGRAPHICAL SEGMENT Europe/Africa/Middle East Americas Asia Pacific TOTAL Number of employees at year end 64 3 1 8 1 - 13 23.1 7.7 61.5 7.7 - 100.0 2013 2012 RESTATED 32 485 18 754 29 271 80 510 81 948 31 779 18 045 26 967 76 791 79 208 5 OTHER OPERATING EXPENSES (CHF million) Rental expense, insurance, utilities and sundry supplies Consumables, repairs and maintenance Communication costs Travel costs Miscellaneous operating income and expenses TOTAL 6 FINANCIAL INCOME (CHF million) Interest income Foreign exchange gains Other financial income TOTAL 7 FINANCIAL EXPENSES (CHF million) Interest expense Loss on derivatives at fair value Loss/(gain) arising on an Interest Rate Swap 1 (Gain)/loss arising on adjustment for hedged item 1 Other financial expenses Net financial expenses on defined benefit plans TOTAL 1. In a designated fair value hedge accounting relationship. 2013 282 379 107 372 252 1 392 2013 16 1 1 18 2013 37 11 10 (10) 3 5 56 65 2012 RESTATED 265 374 107 363 275 1 384 2012 RESTATED 14 3 - 17 2012 RESTATED 38 10 (5) 5 4 6 58 SGS GROUP RESULTS 8 TAXES (CHF million) MAJOR COMPONENTS OF TAX EXPENSE Current taxes Deferred tax (credit)/expense relating to the origination and reversal of temporary differences TOTAL 2013 223 13 236 2012 RESTATED 209 5 214 The Group has operations in various countries that have differing tax laws and rates. Consequently, the effective tax rate on consolidated income varies from year to year. A reconciliation between the reported income tax expense and the amount that would arise using the weighted average statutory tax rate of the Group is as follows: (CHF million) RECONCILIATION OF TAX EXPENSE Profit before taxes Tax at the domestic rates applicable to the profits earned in the country concerned Tax effect of non-deductible or non-taxable items Tax charge from unrecognised tax losses Non-creditable foreign withholding taxes Other TAX EXPENSE 2013 874 181 5 12 32 6 236 2013 2012 RESTATED 793 156 11 17 30 - 214 2012 RESTATED (CHF million) ASSETS LIABILITIES ASSETS LIABILITIES COMPONENTS OF DEFERRED INCOME TAX BALANCES Fixed assets Inventories and receivables Remeasurement on actuarial gains and losses on pensions Provisions and other Intangible assets Tax loss carry-forwards DEFERRED INCOME TAXES 22 10 72 19 7 43 173 10 14 - 19 23 - 66 26 10 105 49 6 28 224 19 17 - 28 8 - 72 66 8 TAXES (CHF million) TOTAL MAJOR COMPONENTS OF TAX EXPENSE Current taxes Deferred tax (credit)/expense relating to the origination and reversal of temporary differences (CHF million) RECONCILIATION OF TAX EXPENSE Profit before taxes Tax at the domestic rates applicable to the profits earned in the country concerned Tax effect of non-deductible or non-taxable items Tax charge from unrecognised tax losses Non-creditable foreign withholding taxes Other TAX EXPENSE 2013 223 13 236 2013 874 181 5 12 32 6 236 2013 209 5 214 793 156 11 17 30 - 214 (CHF million) ASSETS LIABILITIES ASSETS LIABILITIES 2012 RESTATED COMPONENTS OF DEFERRED INCOME TAX BALANCES Remeasurement on actuarial gains and losses on pensions Fixed assets Inventories and receivables Provisions and other Intangible assets Tax loss carry-forwards DEFERRED INCOME TAXES 22 10 72 19 7 43 173 10 14 - 19 23 - 66 26 10 105 49 6 28 224 19 17 - 28 8 - 72 The Group has operations in various countries that have differing tax laws and rates. Consequently, the effective tax rate on 2012 RESTATED Net change in deferred tax assets/(liabilities): (CHF million) NET DEFERRED INCOME TAX ASSET (LIABILITY) AT 1 JANUARY 2012 (RESTATED) (Charged)/credited to the income statement (Charged)/credited to the shareholders' equity 1 Exchange differences and other NET DEFERRED INCOME TAX ASSET (LIABILITY) AT 31 DECEMBER 2012 (RESTATED) (Charged)/credited to the income statement (Charged)/credited to the shareholders' equity 1 consolidated income varies from year to year. A reconciliation between the reported income tax expense and the amount that Exchange differences and other would arise using the weighted average statutory tax rate of the Group is as follows: NET DEFERRED INCOME TAX ASSET (LIABILITY) AT 31 DECEMBER 2013 2012 RESTATED 1. Relate to remeasurement gains and losses on pensions. TOTAL 143 (5) 11 3 152 (13) (23) (9) 107 (CHF million) 2013 2012 RESTATED REFLECTED IN THE BALANCE SHEET AS FOLLOWS: Deferred tax assets Deferred tax liabilities TOTAL 173 (66) 107 224 (72) 152 The Group has unrecognised tax losses carried forward amounting to CHF 50 million (2012: CHF 67 million) of which none will expire within the next five years. No tax losses carried forward expired in 2013. At 31 December 2013, consolidated retained earnings include approximately CHF 3 729 million (2012: CHF 3 725 million) of undistributed earnings associated with investments in subsidiaries and foreign incorporated joint ventures that may be subject to tax if remitted to the parent company. As a Group policy, no deferred tax is recognised in respect of these amounts until the point at which the distributable earnings are determined and foreign statutory requirements, allowing the distribution, are fulfilled. Until that time, the Group is able to control the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future. 67 SGS GROUP RESULTS 9 EARNINGS PER SHARE Changes in accounting standards described in detail in note 2 had an impact of CHF 11 million on profit attributable to equity holders of SGS SA reported for 2012, representing a CHF 1.45 adjustment to the reported basic earnings per share and diluted earnings per share. Those changes also had an impact of CHF 1.59 and CHF 1.57 respectively on the adjusted basic earnings per share and on the adjusted diluted earnings per share. Basic earnings per share are calculated as follows: Profit attributable to equity holders of SGS SA (CHF million) Weighted average number of shares BASIC EARNINGS PER SHARE (CHF) 2013 600 2012 RESTATED 545 7 649 642 7 622 043 78.43 71.52 Diluted earnings per share are calculated as basic earnings per share except that the weighted average number of shares includes the dilutive effect of the Group’s share option plans (see note 31): Profit attributable to equity holders of SGS SA (CHF million) Diluted weighted average number of shares DILUTED EARNINGS PER SHARE (CHF) 2013 600 7 708 047 77.84 2012 RESTATED 545 7 670 714 71.06 Adjusted earnings per share are calculated as follows: Profit attributable to equity holders of SGS SA (CHF million) Amortisation of acquisition intangibles (CHF million) Restructuring costs net of tax (CHF million) Transaction and integration-related costs net of tax (CHF million) Adjusted profit attributable to equity holders of SGS SA (CHF million) ADJUSTED BASIC EARNINGS PER SHARE (CHF) ADJUSTED DILUTED EARNINGS PER SHARE (CHF) 2013 600 20 23 9 652 85.27 84.63 2012 RESTATED 545 17 47 8 617 81.06 80.55 68 LAND & BUILDINGS MACHINERY & EQUIPMENT OTHER TANGIBLE ASSETS TOTAL 608 102 5 (41) (31) 643 355 59 2 2 (33) (13) 372 271 1 1 - 2 521 327 21 (114) (114) 2 641 1 506 244 6 11 (95) (60) 1 612 1 029 6 5 1 10 LAND, BUILDINGS AND EQUIPMENT (CHF million) 2013 COST At 1 January Additions Acquisition of subsidiaries Disposals Exchange differences At 31 December ACCUMULATED DEPRECIATION AND IMPAIRMENTS At 1 January Depreciation Impairment Acquisition of subsidiaries Disposals Exchange differences At 31 December NET BOOK VALUE AT 31 DECEMBER 453 19 1 (7) (13) 453 204 17 - - (3) (4) 214 239 1 460 206 15 (66) (70) 1 545 947 168 4 9 (59) (43) 1 026 519 INCLUDED IN LAND, BUILDINGS AND EQUIPMENT ARE LEASED ASSETS AS FOLLOWS Purchase cost of leased tangible assets Accumulated depreciation NET BOOK VALUE AT 31 DECEMBER - - - 5 4 1 69 SGS GROUP RESULTS (CHF million) 2012 RESTATED COST At 1 January Additions Acquisition of subsidiaries Disposals Exchange differences At 31 December ACCUMULATED DEPRECIATION AND IMPAIRMENTS At 1 January Depreciation Impairment Acquisition of subsidiaries Disposals Exchange differences At 31 December NET BOOK VALUE AT 31 DECEMBER LAND & BUILDINGS MACHINERY & EQUIPMENT OTHER TANGIBLE ASSETS TOTAL 421 28 11 (4) (3) 453 185 17 3 5 (2) (4) 204 249 1 270 251 25 (69) (17) 1 460 851 153 1 17 (65) (10) 947 513 7 5 2 564 73 16 (32) (13) 608 334 52 - 4 (29) (6) 355 253 1 - 1 2 255 352 52 (105) (33) 2 521 1 370 222 4 26 (96) (20) 1 506 1 015 8 5 3 INCLUDED IN LAND, BUILDINGS AND EQUIPMENT ARE LEASED ASSETS AS FOLLOWS Purchase cost of leased tangible assets Accumulated depreciation NET BOOK VALUE AT 31 DECEMBER - - - At 31 December 2013, the Group had commitments of CHF 9 million (2012: CHF 12 million) for the acquisition of land, buildings and equipment. Included in the other tangible assets are construction-in-progress assets amounting to CHF 46 million (2012: CHF 30 million). The values of buildings and equipment for fire insurance purposes are as follows: (CHF million) Buildings Machinery, equipment and other tangible assets 2013 541 2 047 2012 RESTATED 523 1 916 70 11 GOODWILL (CHF million) COST At 1 January Additions Exchange differences AT 31 DECEMBER In 2013, the Group reviewed the CGU’s disclosed. In order to align the CGUs with the organisational structure, the lowest level of a CGU is a country and a business. Goodwill impairment reviews have been conducted for goodwill balances allocated to more than 57 specific cash generating units (CGU). The goodwill balances tested account for 99.5% of the total goodwill net book value reported as at 31 December 2013. No goodwill impairment exposure was identified and therefore no impairment charge was recorded (2012: nil). Detailed results of the impairment tests are presented below for larger goodwill balances (representing 50.0% of all goodwill items tested). These tests have all been performed in accordance with the Group's uniform method described on page 54. AUTOMOTIVE SPAIN AND ARGENTINA Goodwill recognised on the acquisition of the vehicle inspection businesses of General de Servicios ITV (Inspección Técnica de Vehículos) SA in Spain and Argentina (2010) has been allocated to the Automotive Services Spain and Argentina CGU for impairment testing purposes. The carrying amount of the goodwill allocated to the CGU is expressed in EUR for an equivalent of CHF 143 million as at 31 December 2013. 2013 2012 RESTATED 959 83 (33) 1 009 830 139 (10) 959 The recoverable amount of the CGU, determined based upon a value-in-use calculation, is higher than its carrying amount. Cash flow projections were used in this calculation, discounted at a pre-tax rate of 8.5%. The cash flows for the first five years were based upon financial plans approved by Group Management while the subsequent years assume a long-term growth rate of 1.0% and stable operating margins. The overall assumptions used in the calculation are consistent with the expected average growth rate of the vehicle inspection business served in Europe and South America. The key sensitivity for the impairment test is the growth in sales and operating margin. Reducing the expected annual revenue growth rates for the first five years by 200 basis points would not result in the carrying amount exceeding the recoverable amount. Reducing the operating margin by 25 basis points would not result in the carrying amount exceeding the recoverable amount. An increase of 1% in the discount rate assumption would not change the conclusions of the impairment test. LIFE SCIENCE SERVICES, EUROPE Goodwill recognised on the following main acquisitions has been allocated to the Life Science Services, Europe CGU for impairment testing purposes: Medisearch International (2003); Cibest (2004); Aster Cephac (2006); M-Scan Group (2010), Exprimo (2011) and Vitrology (2012). The carrying amounts 71 of the goodwill items allocated to this CGU are expressed in EUR for an equivalent of CHF 105 million as at 31 December 2013. The recoverable amount of the CGU, determined based upon a value-in-use calculation, is higher than its carrying amount. Cash flow projections were used in this calculation, discounted at a pre-tax rate of 7.6%. The cash flows for the first five years were based upon financial plans approved by Group Management while the subsequent years assume a long-term growth rate of 1.0% and stable operating margins. The overall assumptions used in the calculation are consistent with the expected average growth rate of the Life Science Services business in Europe. The key sensitivity for the impairment test is the growth in sales and operating margin. Reducing the expected annual revenue growth rates for the first five years by 200 basis points would not result in the carrying amount exceeding the recoverable amount. Reducing the operating margin by 25 basis points would not result in the carrying amount exceeding the recoverable amount. An increase of 1% in the discount rate assumption would not change the conclusions of the impairment test. INDUSTRIAL SERVICES, NORTH AMERICA Goodwill mainly recognised on the following main acquisition of Pfinde (2011), FTS US (2007) and MSI (2013) has been allocated to the Industrial Services North America CGU for SGS GROUP RESULTS impairment testing purposes. The carrying amount of the goodwill allocated to this CGU is expressed in USD and CAD for an equivalent of CHF 67 million as at 31 December 2013. The recoverable amount of the CGU, determined based upon a value-in-use calculation, is higher than its carrying amount. Cash flow projections were used in this calculation, discounted at a pre-tax rate of 7.0%. The cash flows for the first five years were based upon financial plans approved by Group Management while the subsequent years assume a long-term growth rate of 1.0% and stable operating margins. The overall assumptions used in the calculation are consistent with the expected average growth rate of the Industrial Services business in North America. The key sensitivity for the impairment test is the growth in sales and operating margin. Reducing the expected annual revenue growth rates for the first five years by 200 basis points would not result in the carrying amount exceeding the recoverable amount. Reducing the operating margin by 25 basis points would not result in the carrying amount exceeding the recoverable amount. An increase of 1% in the discount rate assumption would not change the conclusions of the impairment test. MINERALS SERVICES, NORTH AMERICA Goodwill recognised on the following main acquisitions has been allocated to the Minerals Services North America CGU for impairment testing purposes: Lakefield group (2002) and Minnovex group (2005), SMPN-CEMI (2008) and E&S Engineering (2012). The carrying amounts of the goodwill items allocated to this CGU are expressed in various currencies for an equivalent of CHF 64 million as at 31 December 2013. The recoverable amount of the CGU, determined based upon a value-in-use calculation, is higher than its carrying amount. Cash flow projections were used in this calculation, discounted at a pre-tax rate of 7.9%. The cash flows for the first five years were based upon financial plans approved by Group the recoverable amount. Reducing the operating margin by 25 basis points would not result in the carrying amount exceeding the recoverable amount. An increase of 1% in the discount rate assumption would not change the conclusions of the impairment test. OIL, GAS & CHEMICALS SERVICES, NETHERLANDS AND MALAYSIA Goodwill recognised on the following main acquisitions of Horizon Energy Partners (2008) and AKZO (2008) has been allocated to the Oil, Gas & Chemicals Services, Netherlands and Malaysia CGU for impairment testing purposes. The carrying amount of the goodwill allocated to the CGU is expressed in EUR for an equivalent of CHF 58 million as at 31 December 2013. The recoverable amount of the CGU, determined based upon a value-in-use calculation, is higher than its carrying amount. Cash flow projections were used in this calculation, discounted at a pre-tax rate of 8.5%. The cash flows for the first five years were based upon financial plans approved by Group Management while the subsequent years assume a long-term growth rate of 1.0% and stable operating margins. The overall assumptions used in the calculation are consistent with the expected average growth rate of the Oil, Gas & Chemicals Services, Netherlands and Malaysia segment served by the Group. The key sensitivity for the impairment test is the growth in sales and operating margin. Reducing the expected annual revenue growth rates for the first five years by 200 basis points would not result in the carrying amount exceeding the recoverable amount. Reducing the operating margin by 25 basis points would not result in the carrying amount exceeding the recoverable amount. An increase of 1% in the discount rate assumption would not change the conclusions of the impairment test. Management while the subsequent years assume a long-term growth rate of 1.0% and stable operating margins. The overall assumptions used in the calculation are consistent with the expected average growth rate of the Minerals Services business in North America. The key sensitivity for the impairment test is the growth in sales and operating margin. Reducing the expected annual revenue growth rates for the first five years by 200 basis points would not result in the carrying amount exceeding the recoverable amount. Reducing the operating margin by 25 basis points would not result in the carrying amount exceeding the recoverable amount. An increase of 1% in the discount rate assumption would not change the conclusions of the impairment test. MULTIBUSINESS SERVICES, GERMANY Goodwill mainly recognised on the following main acquisition of Institut Fresenius AG (2004) and Merlot Nokia Siemens network (2008), has been allocated to a specific cross-business CGU for impairment testing purposes. The carrying amount of the goodwill allocated to this CGU is expressed in EUR for an equivalent of CHF 65 million as at 31 December 2013. The recoverable amount of the CGU, determined based upon a value-in-use calculation, is higher than its carrying amount. Cash flow projections were used in this calculation, discounted at a pre-tax rate of 7.3%. The cash flows for the first five years were based upon financial plans approved by Group Management while the subsequent years assume a long-term growth rate of 1.0% and stable operating margins. The overall assumptions used in the calculation are consistent with the expected average growth rate in Multibusiness Services in Germany. The key sensitivity for the impairment test is the growth in sales and operating margin. Reducing the expected annual revenue growth rates for the first five years by 200 basis points would not result in the carrying amount exceeding 72 12 OTHER INTANGIBLE ASSETS (CHF million) 2013 COST At 1 January Additions Acquisition of subsidiaries Disposals Exchange differences At 31 December ACCUMULATED AMORTISATION AND IMPAIRMENT At 1 January Amortisation Acquisition of subsidiaries Disposals Exchange differences At 31 December NET BOOK VALUE AT 31 DECEMBER 30 8 - - (1) 37 45 (CHF million) 2012 RESTATED COST At 1 January Additions Acquisition of subsidiaries Disposals Exchange differences At 31 December ACCUMULATED AMORTISATION AND IMPAIRMENT At 1 January Amortisation Impairment Disposals Exchange differences At 31 December NET BOOK VALUE AT 31 DECEMBER 14 8 8 - - 30 54 84 - - - (2) 82 86 - - - (2) 84 TRADEMARKS AND OTHER CUSTOMER RELATIONSHIPS INTERNALLY GENERATED PURCHASED TOTAL COMPUTER SOFTWARE AND OTHER ASSETS TRADEMARKS AND OTHER CUSTOMER RELATIONSHIPS INTERNALLY GENERATED PURCHASED TOTAL COMPUTER SOFTWARE AND OTHER ASSETS 138 - 20 - (5) 153 38 12 - - (1) 49 104 73 5 - - - 78 62 5 - - - 67 11 225 25 1 (6) (5) 240 177 23 1 (5) (3) 193 47 520 30 21 (6) (12) 553 307 48 1 (5) (5) 346 207 69 5 - - (1) 73 56 5 1 - - 62 11 202 29 1 (3) (4) 225 159 22 - (3) (1) 177 48 462 34 36 (3) (9) 520 258 45 9 (3) (2) 307 213 105 - 35 - (2) 138 29 10 - - (1) 38 100 73 SGS GROUP RESULTS SIGNIFICANT INTANGIBLE ASSETS The Group is implementing global management information systems focusing on contract management, finance and sales order processing. In particular, additions relating to the Group's ERP system amount to CHF 6 million (2012: CHF 4 million) and are being amortised over a period of four years. Incremental costs relating to internally generated assets are capitalised when incurred and amortised over a period of four years from the time of occurrence. Purchased intangible assets mainly consist of purchased computer software and consultancy services required for implementations. 13 OTHER NON-CURRENT ASSETS (CHF million) Non-current loans to third parties Other non-current assets TOTAL 2013 1 41 42 2012 RESTATED 1 41 42 Depending on the nature of the loan, currency and date of maturity, interest rates on long-term loans to third parties range between 0% and 15.0%. Other non-current assets consist mainly of deposits for guarantees and include CHF 13 million (2012: CHF 14 million) of restricted cash. Typical examples of restricted cash are cash deposits for performance bonds, rentals and other operating obligations. At 31 December 2013 and 2012, the fair value of the Group's other non-current assets approximates the carrying value. 14 UNBILLED REVENUES AND INVENTORIES (CHF million) Work-in-progress Unbilled revenues Inventories TOTAL 2013 43 232 55 330 2012 RESTATED 40 207 55 302 74 15 TRADE ACCOUNTS AND NOTES RECEIVABLE (CHF million) Trade accounts and notes receivable Allowance for doubtful accounts TOTAL Ageing of trade accounts and notes receivables not impaired: Not overdue Past due not more than two months Past due more than two months but not more than four months Past due more than four months but not more than six months Past due more than six months but not more than one year Past due more than one year TOTAL 2013 1 111 (159) 952 365 413 86 47 41 - 952 2012 RESTATED 1 136 (159) 977 406 389 91 48 43 - 977 The nominal value, less impairment provisions, of trade accounts and notes receivable is considered to approximate their fair value. The movement of allowance for doubtful accounts is analysed as follows: (CHF million) Balance at beginning of the year Acquisition of subsidiaries Increase in allowance recognised in the income statement Utilisations Exchange differences TOTAL 2013 (159) (1) (17) 14 4 (159) 2012 RESTATED (145) (2) (26) 12 2 (159) Receivables aged less than 360 days are provided when the creditworthiness review indicates that the amounts may have become unrecoverable. The Group provides fully for all receivables over 360 days as historical experience shows that receivables aged more than 360 days are generally not recoverable. The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. Accordingly, management believes that there is no further credit provision required in excess of the allowance for doubtful debts. Credit risks arise mainly from the possibility that customers may not be able to settle their obligations as agreed. The Group periodically assesses the creditworthiness of customers. The Group’s credit risk is diversified due to the large number of entities that make up the Group’s customer base and the diversification across many different industries and geographic regions. The maximum credit risk to which the Group is theoretically exposed at 31 December 2013 is represented by the carrying amounts of receivables in the balance sheet. No customer accounts for 5% or more of the Group’s total receivables at balance sheet date. 75 SGS GROUP RESULTS 16 OTHER RECEIVABLES AND PREPAYMENTS (CHF million) Prepayments Derivative assets Interest Rate Swap designated in a fair value hedge accounting relationship Other receivables TOTAL 2013 68 8 - 230 306 2012 RESTATED 77 6 5 167 255 The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties. Other receivables consist mainly of sales and other taxes recoverable as well as advances to suppliers and prepaid income tax. 17 MARKETABLE SECURITIES (CHF million) Available for sale TOTAL 2013 9 9 2012 RESTATED 17 17 Unrealised gains or losses on marketable securities designated as available for sale and which are recorded in equity amounted to nil for 2013 (2012: nil). 18 CASH AND CASH EQUIVALENTS (CHF million) Cash and short-term deposits Short-term loans TOTAL 2013 964 - 964 2012 RESTATED 969 1 970 Cash and cash equivalents do not include restricted cash, which is reported within other non-current assets (note 13). 76 19 CASH FLOW STATEMENT 19.1. NON-CASH ITEMS (CHF million) Depreciation of buildings and equipment NOTES 10 Impairment of land, buildings and equipment and other intangible assets 10 & 12 12 Amortisation of intangible assets Net financial expenses (Decrease) in provisions and employee benefits Share-based payment expenses (Gain) on disposals of land, buildings and equipment Share of results from associates and other entities Taxes NON-CASH ITEMS 19.2 INCREASE IN WORKING CAPITAL (CHF million) (Increase) in unbilled revenues and inventories (Increase) in trade accounts and notes receivable (Increase) in other receivables and prepayments Increase in trade and other payables Increase in other creditors and accruals (Decrease)/increase in other provisions (INCREASE) IN WORKING CAPITAL 19.3. CASH FLOWS ARISING FROM ACQUISITIONS OF BUSINESSES (CHF million) Tangible and other long-term assets Intangible assets Current assets excluding cash and cash equivalents Cash and cash equivalents Current liabilities Non-current liabilities NET IDENTIFIABLE ASSETS ACQUIRED Acquired cash and cash equivalents SUBTOTAL Goodwill Consideration payable Payments on prior year aquisitions NET CASH FLOWS 2013 244 6 48 38 (16) 5 (5) (4) 236 552 2013 (42) (6) (31) 23 33 (6) (29) 2012 RESTATED 222 13 45 40 (45) 14 (1) (1) 214 501 2012 RESTATED (43) (91) (22) 27 20 36 (73) 2013 ACQUISITIONS 2012 ACQUISITIONS RESTATED (11) (20) (19) (14) 18 11 (35) 14 (21) (83) 1 (5) (108) (32) (36) (58) (19) 59 22 (64) 19 (45) (139) 8 (6) (182) Note 3 provides further information regarding acquisitions and divestments of businesses. All acquisitions were settled in cash. 77 SGS GROUP RESULTS 20 ACQUISITIONS ASSETS AND LIABILITIES ARISING FROM THE 2013 ACQUISITIONS (CHF million) FAIR VALUE ON ACQUISITION FAIR VALUE ON ACQUISITION FAIR VALUE ON ACQUISITION ENGER OTHER TOTAL Tangible and other long-term assets Intangible assets Trade accounts and notes receivable Cash and cash equivalents Other current assets Current liabilities Non-current liabilities NET ASSETS ACQUIRED Goodwill TOTAL PURCHASE PRICE Acquired cash and cash equivalents Consideration payable at date of acquisition Consideration paid in the period NET CASH OUTFLOW ON ACQUISITIONS - 9 2 2 4 (6) (5) 6 26 32 (2) (4) 4 30 11 11 10 12 3 (12) (6) 29 57 86 (12) (1) - 73 11 20 12 14 7 (18) (11) 35 83 118 (14) (5) 4 103 The goodwill arising on these acquisitions relates mainly to the value of expected synergies and the value of the qualified workforce that do not meet the criteria for recognition as separable intangible assets. Consideration payable relates mainly to environmental and commercial warranty clauses. The Group incurred transaction-related costs of CHF 5 million (2012: CHF 5 million) related to external legal fees, due diligence expenses as well as the costs of maintaining an internal acquisition department. These expenses are reported within Other Operating Expenses in the consolidated income statement. 78 21 FINANCIAL RISK MANAGEMENT RISK MANAGEMENT POLICIES AND OBJECTIVES The Group’s activities expose it primarily to market, credit and liquidity risk. Market risk includes foreign exchange, interest rate and equity price risks. The risk management policies and objectives are governed by the Group’s policies approved by the Board of Directors. The Group’s risk management policies are designed to identify and analyse these risks, to set appropriate risk limits and controls and to monitor the risk and limits continually by means of reliable and up-to-date administrative and information systems. The Audit Committee oversees how management monitors compliance with the Group’s risk management policies. The Audit Committee is assisted in its oversight role by Internal Audit. RISK MANAGEMENT ACTIVITIES The Group uses foreign exchange contracts to manage the Group’s exposure to fluctuations in foreign currency exchange rates. These activities are carried out in accordance with the Group’s risk management policies and objectives in areas such as counter-party exposure and hedging practices. Counter parties to these agreements are major international financial institutions with high credit ratings and positions are monitored using market value and sensitivity analyses. The associated credit risk is therefore limited. These agreements generally include the exchange of one currency for a second currency at a future date. The following table summarises foreign exchange contracts outstanding at year-end. The notional amount of derivatives summarised below represents the gross amount of the contracts and includes transactions which have not yet matured. Therefore the figures do not reflect the Group’s net exposure at year-end. The market value approximates the costs to settle the outstanding contracts. These market values should not be viewed in isolation but in relation to the market values of the underlying hedged transactions and the overall reduction in the Group’s exposure to adverse fluctuations in foreign exchange rates. Currently, the Group has limited exposure to interest risk and no exposure to equity price risks. (CHF million) 2013 2012 RESTATED 2013 2012 RESTATED 2013 2012 RESTATED NOTIONAL AMOUNT BOOK VALUE MARKET VALUE FOREIGN EXCHANGE FORWARD CONTRACTS Currency: Australian Dollar (AUD) Brazilian Real (BRL) Canadian Dollar (CAD) Chilean Peso (CLP) Chinese Renminbi (CNY) Colombian Peso (COP) Czech Koruna (CZK) Euro (EUR) British Pound Sterling (GBP) Hong Kong Dollar (HKD) Japanese Yen (JPY) Kenyan Shilling (KES) Korean Won (KRW) New Zealand Dollar (NZD) Philippines Peso (PHP) Polish Zloty (PLN) Russian Rubble (RUB) Turkish New Lira (TRY) US Dollar (USD) South African Rand (ZAR) Other TOTAL (30) (25) (19) (21) 21 (14) (4) (126) (10) 235 1 (3) - (1) (7) (7) (9) (17) (72) (40) - (148) - 1 - - - - - (1) - - - - - - - - - - (1) 1 - - (2) - - - - - - - - - - - - - - (1) - (1) - 1 (3) - 1 - - - - - (1) - - - - - - - - - - (1) 1 - - (2) - - - - - - - - - - - - - - - (1) - (1) - 1 (3) (49) - (15) 1 15 - - (230) (1) 145 (1) - (12) (3) (7) (8) (14) (20) (66) (8) (8) (281) 79 SGS GROUP RESULTS FAIR VALUE MEASUREMENT RECOGNISED IN THE BALANCE SHEET Marketable securities and derivative assets and liabilities are the only financial instruments measured at fair value subsequent to their initial recognition. Marketable securities (2013: CHF 9 million; 2012: CHF 17 million) qualify as Level 1 fair value measurement category. Derivative assets (2013: CHF 8 million; 2012: CHF 11 million) and liabilities (2013: CHF 10 million; 2012: CHF 9 million) qualify as Level 2 fair value measurement category in accordance with the fair value hierarchy. Level 1 fair value measurements are those derived from the quoted price in active markets. Level 2 fair value measurements are those derived from inputs other than quoted prices that are observable for the asset and liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Derivative assets and liabilities consist of foreign currency forward contracts that are measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contract. In addition, the Interest Rate Swap is measured using quoted interest rates and yield curves derived from quoted interest rates matching maturities of the contract. The fair values of financial assets and financial liabilities included in the level 2 above have been determined in accordance with generally accepted pricing models. CREDIT RISK MANAGEMENT Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. It arises principally from the Group’s commercial activities. The Group has dedicated standards, policies and procedures to control and monitor such risks. As part of financial management activities the Group enters into various types of transactions with international banks, usually with a credit rating of at least A. Exposure to these risks is closely monitored and kept within predetermined parameters. The Group does not expect any non-performance by these counter parties. The maximum credit risk to which the Group is theoretically exposed at 31 December 2013 is the carrying amount of financial assets including derivatives. Analysis of financial assets by class and category at 31 December 2013: AMORTISED COST LOANS AND RECEIVABLES FAIR VALUE AVAILABLE FOR SALE AT FAIR VALUE THROUGH P&L TOTAL (CHF million) CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE Cash and cash-equivalents Trade receivables Other receivables Unbilled revenues Loans to 3rd parties - current Loans to 3rd parties - non-current Marketable securities Derivatives 964 952 130 232 - 1 - - 964 952 130 232 - 1 - - TOTAL FINANCIAL ASSETS 2 279 2 279 - - - - - - 9 - 9 - - - - - - 9 - 9 - - - - - - - 8 8 - - - - - - - 8 8 964 952 130 232 - 1 9 8 964 952 130 232 - 1 9 8 2 296 2 296 1. Excluding VAT and other tax related items. In the fair value hierarchy, marketable securities qualify as level 1 and the remaining financial assets qualify as level 2. 80 Analysis of financial assets by class and category at 31 December 2012 (restated): AMORTISED COST LOANS AND RECEIVABLES FAIR VALUE AVAILABLE FOR SALE AT FAIR VALUE THROUGH P&L TOTAL (CHF million) CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE Cash and cash-equivalents Trade receivables Other receivables 1 Unbilled revenues Loans to 3rd parties - current Loans to 3rd parties - non-current Marketable securities Derivatives 2 970 977 107 207 1 1 - - 970 977 107 207 1 1 - - TOTAL FINANCIAL ASSETS 2 263 2 263 - - - - - - 17 - 17 - - - - - - 17 - 17 - - - - - - - 11 11 - - - - - - - 11 11 970 977 107 207 1 1 17 11 970 977 107 207 1 1 17 11 2 291 2 291 1. Excluding VAT and other tax related items. 2. Including an Interest Rate Swap designated in a fair value hedge accounting relationship of CHF 5 million. In the fair value hierarchy, marketable securities qualify as level 1 and the remaining financial assets qualify as level 2. LIQUIDITY RISK MANAGEMENT The objective of the Group liquidity and funding management is to ensure that all its foreseeable financial commitments can be met when due. Liquidity and funding is primarily managed by Group Treasury in accordance with practices and limits set in the risk management policies and objectives approved by the Board of Directors. The nature of the Group’s business requires keeping a significant part of the cash reserves in the operating units. Due to the significant cash position liquidity risk is limited. The Group has various committed and uncommitted bilateral credit facilities with its banks. Analysis of financial liabilities by class and category at 31 December 2013: AMORTISED COST AND OTHER LIABILITIES FAIR VALUE AT FAIR VALUE THROUGH P&L TOTAL CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE (CHF million) Trade payables Other payables and financial liabilities 1 Advances from clients 198 152 36 198 152 36 Loans and obligations under finance leases 1 307 1 307 Derivatives 2 Bank overdrafts - 1 - 1 TOTAL FINANCIAL LIABILITIES 1 694 1 694 - - - - 10 - 10 - - - - 10 - 10 198 152 36 198 152 36 1 307 1 307 10 1 10 1 1 704 1 704 1. Excluding VAT and other tax related items. 2. Including an Interest Rate Swap designated in a fair value hedge accounting relationship of CHF 5 million. In the fair value hierarchy, all financial liabilities qualify as level 2. 81 SGS GROUP RESULTS Analysis of financial liabilities by class and category at 31 December 2012 (restated): AMORTISED COST AND OTHER LIABILITIES FAIR VALUE AT FAIR VALUE THROUGH P&L TOTAL CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE - - - - 9 - 9 - - - - 9 - 9 201 152 30 201 152 30 1 319 1 319 9 3 9 3 1 714 1 714 (CHF million) Trade payables Other payables and financial liabilities 1 Advances from clients 201 152 30 201 152 30 Loans and obligations under finance leases 1 319 1 319 Derivatives Bank overdrafts - 3 - 3 TOTAL FINANCIAL LIABILITIES 1 705 1 705 1. Excluding VAT and other tax related items. In the fair value hierarchy, all financial liabilities qualify as level 2. Contractual maturities of financial liabilities including interest payments at 31 December 2013: (CHF million) On demand or within one year Within the second year Within the third year Within the fourth year Within the fifth year After five years BORROWINGS 3RD PARTY LT AND ST BANK OVERDRAFTS AND OTHER LIABILITIES GROSS SETTLED DERIVATIVE FINANCIAL INSTRUMENTS OUTFLOWS GROSS SETTLED DERIVATIVE FINANCIAL INSTRUMENTS INFLOWS TRADE PAYABLES AND OTHERS FINANCE LEASES 44 29 651 17 17 696 8 4 2 - - 1 1 134 (1 134) 330 - - - - - - - - - - - 3 - - - 1 1 - - - - TOTAL 383 34 656 17 17 697 The Group hedges its foreign exchange exposures on a net basis. The net gross settled derivative financial instruments of CHF 0 million (2012: minus CHF 5 million) represents the net nominal value expressed in CHF of the Group’s foreign contracts outstanding at 31 December 2013. Contractual maturities of financial liabilities including interest payments at 31 December 2012 (restated): (CHF million) On demand or within one year Within the second year Within the third year Within the fourth year Within the fifth year After five years BORROWINGS 3RD PARTY LT AND ST BANK OVERDRAFTS AND OTHER LIABILITIES GROSS SETTLED DERIVATIVE FINANCIAL INSTRUMENTS OUTFLOWS GROSS SETTLED DERIVATIVE FINANCIAL INSTRUMENTS INFLOWS TRADE PAYABLES AND OTHERS FINANCE LEASES 42 31 28 648 16 732 11 564 (569) 324 5 4 3 - - - - - - - 82 - - - - - 1 - - - - 2 1 - - - - TOTAL 374 38 32 651 16 732 SENSITIVITY ANALYSES The estimated changes in the value of net foreign currency positions are based on an instantaneous 5% weakening of the Swiss Franc against all other currencies from the level applicable at 31 December 2013 and 2012, with all other variables remaining constant. Sensitivity analysis at 31 December 2013 and 2012: (CHF million) US Dollar (USD) Euro (EUR) CFA Franc BEAC (XAF) British Pound Sterling (GBP) Australian Dollar (AUD) Canadian Dollar (CAD) New Metical (MZN) Brazilian Real (BRL) Colombian Peso (COP) Korean Won (KRW) Chilean Peso (CLP) 2013 2012 INCOME STATEMENT IMPACT INCOME/(EXPENSE) EQUITY IMPACT INCREASE/ (DECREASE) INCOME STATEMENT IMPACT INCOME/(EXPENSE) EQUITY IMPACT INCREASE/ (DECREASE) - (2) (1) - - - - - - - - 5 - - 2 2 5 1 2 1 1 2 (1) (2) 2 - - - - - - - - 6 - - 2 2 5 1 1 1 - 2 INTEREST RATE RISK MANAGEMENT The Group is exposed to fair value interest rate risk because the Group borrows funds at fixed interest rates. The risk is managed by the Group by the use of Interest Rate Swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied. On 27 May 2011, the Group entered into an Interest Rate Swap agreement, which hedges the 10 year CHF 275 million corporate bond with a coupon of 3.0% issued at the same date. In this case, the Group designated and documented the Interest Rate Swap exchanging fixed rate interest for floating interest as a hedging instrument against changes in fair value of recognised liability (fair value hedge). On 18 July 2012, the Group received a cash amount of CHF 33 million in relation with the re-setting of the Interest Rate Swap agreement to market rates. These cash proceeds were recognised against the carrying amount of the corporate bond and will be amortised within interest expense over the remaining life of the corporate bond by adjusting the effective interest rate under the effective interest method. At the same date, the Group has also re-designated the hedge accounting relationship in compliance with fair value hedge accounting requirements. If interest rates were 50 basis points higher/lower, the profit for the year ended 31 December 2013 would increase/decrease by nil (2012: nil), excluding the Interest Rate Swap. 83 SGS GROUP RESULTS 22 SHARE CAPITAL AND TREASURY SHARES SHARES IN CIRCULATION TREASURY SHARES TOTAL SHARES ISSUED TOTAL SHARE CAPITAL (CHF million) BALANCE AT 1 JANUARY 2012 Treasury shares released into circulation Treasury shares purchased BALANCE AT 31 DECEMBER 2012 Treasury shares released into circulation Treasury shares purchased BALANCE AT 31 DECEMBER 2013 7 563 860 74 859 (6 677) 7 632 042 37 201 (18 403) 7 650 840 258 576 (74 859) 6 677 190 394 (37 201) 18 403 171 596 7 822 436 - - 7 822 436 - - 7 822 436 8 - - 8 - - 8 ISSUED SHARE CAPITAL SGS SA has a share capital of CHF 7 822 436 (2012: CHF 7 822 436) fully paid in and divided into 7 822 436 (2012: 7 822 436) registered shares of a par value of CHF 1. All shares, other than own shares, participate equally in the dividends declared by the Company and have equal voting rights. TREASURY SHARES On 31 December 2013, SGS SA held, directly or indirectly, 171 596 treasury shares. In 2013, 37 201 treasury shares were sold or released to cover option rights. During the year, 18 403 treasury shares were purchased for an average price CHF 2 088. In 2012, the Group initiated a new Share Buy-Back programme for a total of CHF 250 million, valid from 12 March 2012 to 31 December 2014. AUTHORISED AND CONDITIONAL ISSUE OF SHARE CAPITAL The Board has the authority to increase the share capital of SGS SA by a maximum of 500 000 registered shares of a par value of CHF 1 each, corresponding to a maximum increase of CHF 500 000 in share capital. The Board is mandated to issue the new shares at the market conditions at the time of issue. In the event that the new shares are issued for an acquisition, the Board is authorised to waive the shareholders’ preferential right of subscription or to allocate such subscription right to third parties. The authority delegated by the shareholders to the Board of Directors to increase the share capital is valid until 19 March 2015. The shareholders have conditionally approved an increase of share capital in the amount of CHF 1 100 000, divided into 1 100 000 registered shares of a par value of CHF 1 each. This conditional share capital increase is intended to procure the necessary shares to satisfy employee share option plans and option or conversion rights to be incorporated in convertible bonds or similar equity-linked instruments that the Board is authorised to issue. The right to subscribe to such conditional capital is reserved for beneficiaries of employee share option plans and holders of convertible bonds or similar debt instruments and therefore excludes shareholders’ preferential rights of subscription. The Board is authorised to determine the timing and conditions of such issues, provided that they reflect prevailing market conditions. The term of exercise of the options or conversion rights may not exceed 10 years from the date of issuance of the equity-linked instruments. 84 23 LOANS AND OBLIGATIONS UNDER LEASES (CHF million) Bank loans Bank overdrafts Corporate bonds Finance lease obligations TOTAL Current Non-current 2013 17 1 1 288 2 1 308 15 1 293 2012 RESTATED 16 3 1 299 4 1 322 17 1 305 Depending on the nature of the loan, currency and date of maturity, interest rates on long-term loans from third parties range between 0% and 12.0% and on short-term loans from third parties range between 0% and 12.0%. The loans from third parties exposed to fair value interest rate risk amount to CHF 1 007 million (2012: CHF 1 003 million) and the loans from third parties exposed to cash flow interest rate risk amount to CHF 298 million (2012: CHF 319 million). At 31 December 2013, the fair value of the hedged bond issued 27 May 2011 approximated the carrying value. The fair value of the other corporate bonds was CHF 1 056 million (2012: CHF 1 076). SGS SA issued the following corporate bonds listed on the SIX Swiss Exchange: DATE OF ISSUE 19.08.2010 08.03.2011 27.05.2011 1 27.05.2011 3 FACE VALUE IN CHF MILLION COUPON IN % EFFECTIVE INTEREST RATE YEAR OF MATURITY ISSUE PRICE IN % REDEMPTION PRICE IN % 550 375 275 75 1.875 2.625 3.000 1.875 2.091 2.799 1.751 2 2.232 2016 2019 2021 2016 100.346 100.832 100.480 99.591 100.000 100.000 100.000 100.000 1. SGS SA entered into an Interest Rate Swap (IRS) agreement related to this bond. 2. Change in the effective interest rate due to the re-setting of the Interest Rate Swap (IRS). 3. Re-opening of the six-year bond issued on 19 August 2010. Loans and finance lease obligations mature as follows: BANK LOANS, OVERDRAFTS AND CORPORATE BONDS LEASE OBLIGATIONS (CHF million) On demand or within one year Within the second year Within the third year Within the fourth year Within the fifth year After five years TOTAL 2013 14 4 622 - - 666 1 306 2012 RESTATED 2013 2012 RESTATED 1 1 - - - - 2 1 1 - - - 2 4 15 3 - 620 - 680 1 318 85 SGS GROUP RESULTS The currency composition of loans and finance lease obligations is as follows: (CHF million) Swiss Franc (CHF) Euro (EUR) US Dollar (USD) Indian Rupee (INR) Colombian Peso (COP) Malagasy Ariary (MGA) Malaysian Ringgit (MYR) Brazilian Real (BRL) Turkish New Lira (TRY) Zloty (PLN) Other TOTAL BANK LOANS, OVERDRAFTS AND CORPORATE BONDS 2013 1 295 2012 1 299 1 1 - 1 2 - 3 - - 3 2 1 1 4 3 - 6 - - 2 1 306 1 318 24 RETIREMENT BENEFIT OBLIGATIONS LEASE OBLIGATIONS 2013 - 1 - - - - - - - - 1 2 2012 RESTATED - 1 - - - - - - - - 3 4 The Group mainly operates defined benefit pension plans in Switzerland, the United States of America, the United Kingdom, the Netherlands, Germany, Italy, France and Taiwan. Contributions to most plans are paid to pension funds that are legally separate entities. The Group also operates post-employment benefit plans, principally healthcare plans in the United States of America and in Switzerland. They represent a defined benefit obligation at 31 December 2013 of CHF 12 million (2012: CHF 13 million). The method of accounting and the frequency of valuation are similar to those used for defined benefit pension plans. Healthcare cost trend assumptions do not have a significant effect on the amounts recognised in the income statement. The Group's material defined benefit plans are in Switzerland, the United States of America and the United Kingdom. SWITZERLAND The Group jointly operates with the employees a retirement foundation in Switzerland. The assets and liabilities of the retirement foundation are held separately from the Group. The foundation board is equally composed of representatives of the employee and representatives of the employer. This foundation covers all the employees in Switzerland and provides benefits on a defined contribution basis. Each employee has a retirement account to which the employee and the Group contribute at a rate set out in the foundation rules based on a percentage of salary. Every year, the foundation decides the level of interest, if any, to apply to retirement accounts based on the agreed policy. At retirement, an employee can take the retirement account or have this paid as a pension. Because the foundation board is expected to eventually pay out all of the foundation’s assets as benefits to employees and former employees, no surplus is deemed to be recoverable by the Group. Similarly, unless the assets are insufficient to cover minimum benefits, the Group does not expect to make any deficit contribution to the foundation. According to IFRS, the foundation has to be classified as a defined benefit plan due to underlying benefit guarantees and has to be accounted for on this basis. The weighted average duration of the expected benefit payment is approximately 8 years. The Group expects to contribute CHF 7 million to this plan in 2014. 86 UNITED STATES OF AMERICA The Group operates a noncontributory defined benefit plan which is subject to the provisions of the Employee Retirement Income Security Act (ERISA). The assets of the plan are held separately from the Group by the trustee-custodian, and the plan’s third party pension administrator who disburses payments directly to retirees or beneficiaries under the plan. Both the trustee-custodian and the administrator ensure adherence to ERISA rules. Funding valuations are calculated on an actuarial basis and contributions are made as necessary. The funding target is to provide the plan with sufficient assets to meet future plan obligations. Effective 16 March 2004, non-exempt participants ceased accruing any additional benefits; only exempt employees of certain SGS business units in the United States of America are eligible for annual benefit accrual. In addition, the pension benefit was changed and is defined as percentage of the current year’s pensionable compensation; the cost of additional benefit accrual is evaluated annually. The Group reserves the right to make future changes to the benefit accrual structure of the plan. Eligible employees become participants in the plan after the completion of one year of service and after reaching the age of 21. Participants become fully vested in the plan after five years of service. The weighted average of duration of the expected benefit payment is approximately 10 years. The Group expects to contribute CHF 11 million to this plan in 2014. UNITED KINGDOM The Group operates two defined benefit plans through a trust. The assets of the plans are held separately from the Group and have trustees who ensure the plan’s rules are strictly adhered to. One plan has been closed to new entrants since 2002. Since then new employees have been offered membership of defined contributions plans which have been operated by the Group. The other plan has no active members. Under the defined benefit plans, each member’s pension at retirement is related to their pensionable service and final salary. Funding valuations of the defined benefit plans are carried out and agreed between the Group and the plan trustees at least once every three years. The funding target is for the plans to hold assets equal in value of the accrued benefits based on projected salaries. As part of the valuation process, if there is a shortfall against this target, then the Group and trustees will agree on deficit contributions to meet this deficit over a specified period. There is a risk to the Group that adverse experience could lead to a requirement for the Group to make additional contributions to recover any deficit that arises. The weighted average of duration of the expected benefit payments from the combined plans is approximately 20 years. The Group expects to contribute CHF 7 million to this plan in 2014. OTHER COUNTRIES The Group sponsors defined retirement benefits plans in other countries where the Group operates. No individual countries other than those described above are considered material and need to be separately disclosed. The Group expects to contribute CHF 13 million to those plans in 2014. The assets and liabilities recognised in the balance sheet at 31 December for defined benefit obligations and for post-employment benefit plans are as follows: (CHF million) 2013 Fair value of plan assets Present value of funded defined benefit obligation FUNDED/(UNFUNDED) STATUS Present value of unfunded defined benefit obligation Limit on pension asset (NET LIABILITY)/NET ASSET AT 31 DECEMBER CH UK USA OTHER TOTAL 316 (300) 16 (7) (16) (7) 207 (179) 28 - - 28 203 (228) (25) (8) - (33) 68 (99) (31) (51) - (82) 794 (806) (12) (66) (16) (94) 87 SGS GROUP RESULTS (CHF million) 2012 RESTATED Fair value of plan assets Present value of funded defined benefit obligation FUNDED/(UNFUNDED) STATUS Present value of unfunded defined benefit obligation Limit on pension asset (NET LIABILITY)/NET ASSET AT 31 DECEMBER CH UK USA OTHER TOTAL 292 (302) (10) (7) - (17) 183 (166) 17 - - 17 187 (270) (83) (9) - (92) 63 (96) (33) (51) - (84) 725 (834) (109) (67) - (176) Amounts recognised in the income statement: (CHF million) 2013 Service cost expense Net interest expense on defined benefit plan Administrative expenses TOTAL EXPENSE DUE TO DEFINED BENEFIT OBLIGATION AT 31 DECEMBER Expense charged in: Salaries and wages Financial expense TOTAL EXPENSE DUE TO DEFINED BENEFIT OBLIGATION AT 31 DECEMBER (CHF million) 2012 RESTATED Service cost expense Net interest expense on defined benefit plan Administrative expenses TOTAL EXPENSE DUE TO DEFINED BENEFIT OBLIGATION AT 31 DECEMBER Expense charged in: Salaries and wages Financial expense TOTAL EXPENSE DUE TO DEFINED BENEFIT OBLIGATION AT 31 DECEMBER CH 7 - - 7 7 - 7 CH 3 - - 3 3 - 3 UK USA OTHER TOTAL 2 (1) - 1 2 (1) 1 1 3 1 5 2 3 5 11 3 - 14 11 3 14 21 5 1 27 22 5 27 UK USA OTHER TOTAL 2 - - 2 2 - 2 2 4 1 7 3 4 7 11 2 - 13 11 2 13 18 6 1 25 19 6 25 88 Amounts recognised in the statement of the comprehensive income: (CHF million) 2013 Remeasurement on net defined benefit liability Change in demographic assumptions Change in financial assumptions Experience adjustments Actual return on plan assets excluding net interest expense Change in limit on pension asset TOTAL RECOGNISED IN THE STATEMENT OF OTHER COMPREHENSIVE INCOME AT 31 DECEMBER CH UK USA OTHER TOTAL 7 (12) (2) (21) 16 (12) - 9 1 (14) - (4) - (32) - (22) - (54) (1) (2) 2 - - (1) 6 (37) 1 (57) 16 (71) (CHF million) 2012 RESTATED Remeasurement on net defined benefit liability Change in demographic assumptions Change in financial assumptions Experience adjustments Actual return on plan assets excluding net interest expense Change in limit on pension asset TOTAL RECOGNISED IN THE STATEMENT OF OTHER COMPREHENSIVE INCOME AT 31 DECEMBER CH UK USA OTHER TOTAL 6 19 1 (17) (3) 6 - - - (12) - (12) - 37 2 (11) - 28 - 24 1 (9) - 16 6 80 4 (49) (3) 38 Movements in the net liability during the period: (CHF million) 2013 CH UK USA OTHER TOTAL NET (LIABILITY)/ASSET AT 1 JANUARY Expense recognised in the income statement Remeasurements recognised in other comprehensive income Contributions paid by the Group Exchange differences NET (LIABILITY)/ASSET AT 31 DECEMBER (17) (7) 12 7 (2) (7) 17 (1) 4 8 - 28 (92) (5) 54 10 - (33) (84) (14) 1 14 1 (82) (176) (27) 71 39 (1) (94) (CHF million) 2012 RESTATED CH UK USA OTHER TOTAL NET (LIABILITY)/ASSET AT 1 JANUARY Expense recognised in the income statement Remeasurements recognised in other comprehensive income Contributions paid by the Group Exchange differences NET (LIABILITY)/ASSET AT 31 DECEMBER (15) (3) (6) 7 - (17) (1) (2) 12 8 - 17 (80) (7) (28) 20 3 (92) (72) (13) (16) 19 (2) (84) (168) (25) (38) 54 1 (176) 89 SGS GROUP RESULTS Change in the defined benefit obligation is as follows: (CHF million) CH UK USA OTHER TOTAL 2013 Opening present value of the defined benefit obligation 309 166 Current service cost Interest cost Plan participants' contributions Past service cost Settlements Net benefit payments (Gains)/losses due to changes in demographic assumptions (Gains)/losses due to changes in financial assumptions Experience (gains)/losses Exchange differences DEFINED BENEFIT OBLIGATION AT 31 DECEMBER 5 6 4 2 - (13) 7 (12) (2) 1 307 2 8 1 - - (7) - 9 1 (1) 179 279 1 11 1 - (8) (14) - (32) - (2) 236 147 901 11 5 - - - (12) (1) (2) 2 1 150 19 29 6 2 (8) (46) 6 (37) 1 (1) 872 (CHF million) CH UK USA OTHER TOTAL 2012 RESTATED Opening present value of the defined benefit obligation 303 161 Current service cost Interest cost Plan participants' contributions Past service cost Settlements Net benefit payments (Gains)/losses due to changes in demographic assumptions (Gains)/losses due to changes in financial assumptions Experience (gains)/losses Exchange differences DEFINED BENEFIT OBLIGATION AT 31 DECEMBER 3 8 4 - (15) (20) 6 19 1 - 309 2 8 1 - - (6) - - - - 166 248 2 12 1 - - (13) - 37 2 (10) 279 116 11 5 - - (1) (10) - 24 1 1 147 828 18 33 6 - (16) (49) 6 80 4 (9) 901 Change in fair value of plan assets is as follows: (CHF million) CH UK USA OTHER TOTAL 2013 Opening fair value of plan assets Interest income on plan assets Return on plan assets excluding amounts included in net interest expense Employer contributions Plan participants' contributions Net benefit payments Admin expenses paid Settlements Exchange differences FAIR VALUE OF PLAN ASSETS AT 31 DECEMBER 292 6 21 7 4 (13) - - (1) 316 183 9 14 8 1 (7) - - (1) 207 187 7 22 10 1 (14) (1) (8) (1) 203 63 2 - 14 - (12) - - 1 68 725 24 57 39 6 (46) (1) (8) (2) 794 90 (CHF million) 2012 RESTATED Opening fair value of plan assets Interest income on plan assets Return on plan assets excluding amounts included in net interest expense Employer contributions Plan participants' contributions Net benefit payments Admin expenses paid Settlements Exchange differences FAIR VALUE OF PLAN ASSETS AT 31 DECEMBER CH UK USA OTHER TOTAL 291 8 17 7 4 (20) - (15) - 292 159 8 12 8 1 (6) - - 1 183 167 9 11 20 1 (13) (1) - (7) 187 45 2 9 19 - (10) - (1) (1) 63 662 27 49 54 6 (49) (1) (16) (7) 725 There are no reimbursement rights included in plan assets. The actual return on plan assets was a gain of CHF 81 million (2012: gain of CHF 75 million). Changes in the amount not recognised due to the asset limit are as follows: (CHF million) 2013 ASSET LIMIT AT 1 JANUARY Other changes in unrecognised asset due to the asset ceiling Exchange differences ASSET LIMIT AT 31 DECEMBER CH UK USA OTHER TOTAL - 16 - 16 - - - - - - - - - - - - - 16 - 16 (CHF million) 2012 RESTATED ASSET LIMIT AT 1 JANUARY Other changes in unrecognised asset due to the asset ceiling Exchange differences ASSET LIMIT AT 31 DECEMBER CH UK USA OTHER TOTAL 3 (3) - - - - - - - - - - - - - - 3 (3) - - 91 SGS GROUP RESULTS The major categories of plan assets at the balance sheet date are as follows: (CHF million) 2013 Cash and cash equivalent Equity securities Debt securities Insurance policies Property Investment funds Other TOTAL PLAN ASSETS AT 31 DECEMBER (CHF million) 2012 RESTATED Cash and cash equivalent Equity securities Debt securities Insurance policies Property Investment funds Other TOTAL PLAN ASSETS AT 31 DECEMBER CH UK USA OTHER TOTAL 27 83 71 - 116 19 - 316 1 122 84 - - - - 1 136 65 - - - - 207 203 10 3 1 55 - - - 68 39 344 221 55 116 19 - 794 CH UK USA OTHER TOTAL - 82 - - 106 73 30 291 - 103 - - - 77 3 183 - 117 53 - - 6 12 188 - - - 42 - - 21 63 - 302 53 42 106 156 66 725 In 2012, the “Other” assets consist mainly of cash and cash equivalents and assets related to insurance contracts. SGS occupies property that is included in the Plan assets with a fair value of CHF 6 million (2012: CHF 5 million). The property is rented at fair market rental rates. There are no SGS SA shares or any other financial securities used by the Group included in plan assets. The plan assets are primarily held within instruments with quoted market prices in an active market, with the exception of the property and insurance policy holdings. The investment strategy in Switzerland is to invest, within the statutory and legal requirements, in a diversified portfolio which provides a long-term return strategy which will enable the board of the foundation to provide increases to the accounts of the members of the pension fund, whilst taking on the lowest possible risk in order to do so. In the United States of America, the Pension Plan Target Policy is determined by both quantitatively and qualitatively assessing the risk tolerance level and return requirements of the Plan as determined by the Investment Committee. The investment portfolio asset allocation and structure are developed based on the results of this process. In the United Kingdom, the Trustees review the investment strategy of the Scheme and the Plan on a regular basis in order to ensure that they remain appropriate. The last review for both the Scheme and Plan has recently been undertaken and is in the process of being implemented. 92 Actuarial assumptions vary according to local prevailing economic and social conditions. The principal weighted average actuarial assumptions used in determining the cost of benefits for both 2013 and 2012 are as follows: (Weighted average %) 2013 Discount rate Mortality assumption Salary progression rate Future pension increases Healthcare cost trend assumed for the next year Ultimate trend rate Year that the rate reaches the ultimate trend rate (Weighted average %) 2012 Discount rate Mortality assumption Salary progression rate Future pension increases Healthcare cost trend assumed for the next year Ultimate trend rate Year that the rate reaches the ultimate trend rate CH 2.4 LPP 2012 2.0 0.5 4.0 4.0 - CH 2.1 LPP 2010 2.0 0.5 4.0 4.0 - UK USA OTHER 4.6 S1NA 3.8 2.3 - - - 4.9 IRS 2014 3.2 - 7.5 5.0 2022 3.31 - 2.3 0.5 - - - UK USA OTHER 4.8 S1NA 3.8 2.3 - - - 3.9 IRS 2013 3.2 - 8.0 5.0 2019 3.2 - 2.5 0.6 - - - The weighted average rate for each assumption used to measure the benefits obligation is also shown. The assumptions used to determine end-of-year benefits obligation are also used to calculate the following year’s cost. In Switzerland, a decrease in the discount rate of 0.5% per annum would, all other things being equal, increase the obligation by CHF 21 million; a 0.5% increase in assumed salary increases would increase the obligation by CHF 1 million and a one-year increase in members’ life expectancy would increase the obligation by approximately CHF 6 million. In the United States of America a decrease in the discount rate of 0.5% per annum would, all other things being equal, increase the obligation by CHF 15 million; a 0.5% increase in assumed salary increases would increase the obligation by less than CHF 1 million and a one-year increase in members’ life expectancy would increase the obligation by approximately CHF 9 million. In the United Kingdom, a decrease in the discount rate of 0.5% per annum would, all other things being equal, increase the obligation by CHF 18 million; a 0.5% increase in assumed salary increases would increase the obligation by CHF 3 million and a one-year increase in members’ life expectancy would increase the obligation by approximately CHF 5 million. These sensitivities have been calculated to show the movement in the defined benefit obligation in isolation, and assuming no other changes in market conditions at the accounting date. This is unlikely in practice; for example, a change in discount rate is unlikely to occur without any movement in the value of the assets held by the plans. The amount recognised as an expense in respect of defined contribution plans during 2013 was CHF 61 million (2012: CHF 46 million). 93 SGS GROUP RESULTS 25 PROVISIONS (CHF million) AT 1 JANUARY 2013 Acquisitions of subsidiaries Charge to income statement Release to income statement Payments Exchange differences AT 31 DECEMBER 2013 Analysed as: Current liabilities Non current liabilities TOTAL LEGAL AND WARRANTY CLAIMS ON SERVICES RENDERED DEMOBILISATION AND REORGANISATION OTHER PROVISIONS TOTAL 45 - 23 (12) (10) (1) 45 38 - 14 (2) (11) (2) 37 37 3 9 (11) (5) (1) 32 2013 18 96 114 120 3 46 (25) (26) (4) 114 2012 RESTATED 23 97 120 A number of Group companies are subject to litigation and other claims arising out of the normal conduct of their business that can be best viewed as claims on services rendered. The claim provision represents the sum of estimates of amounts payable on identified claims and of losses incurred but not yet reported. They therefore reflect estimates of the future payments required to settle both reported and unreported claims. The process of estimation is complex, dealing with uncertainty, requiring the use of informed estimates, actuarial assessment, evaluation of the insurance cover where appropriate and the judgement of management. Any changes in these estimates are reflected in the income statement in the period in which the estimates change. The timing of cash outflows from pending litigation and claims is uncertain since it depends, in the majority of cases, on the outcome of administrative and legal proceedings. The Group does not discount its provisions, as the timing of the cash outflows cannot be reasonably and reliably determined. In the opinion of management, based on all currently available information, the provisions adequately reflect exposure to legal and warranty claims on services rendered. The ultimate outcome of these matters is not expected to materially affect the Group’s financial position, results of operations or cash flows. For specific long-term contracts, typically with two to five years’ duration, the Group is required to dismantle infrastructure and terminate the services of personnel upon completion of the contract. These demobilisation costs are provided for during the life of the contract. Experience has shown that these contracts may be either extended or terminated earlier than expected. The timing of these demobilisation outflows is difficult to assess. The amounts are therefore not discounted. Other provisions relate to various present legal or constructive obligations of the Group toward third parties, such as termination payment to employees upon leaving the Group, which in some jurisdictions are a legal obligation. 95 SGS GROUP RESULTS 26 TRADE AND OTHER PAYABLES (CHF million) Trade payables Other payables Other financial liabilities TOTAL 2013 198 120 184 502 2012 RESTATED 201 114 177 492 Trade accounts and other payables principally comprise amounts outstanding for trade purchases and ongoing operating costs. At 31 December 2013 and 2012, the fair value of the Group’s trade accounts and other payables approximates the carrying value. 27 OTHER CREDITORS AND ACCRUALS (CHF million) Accrued expenses Advance billings Advances from clients Interest Rate Swap designated in a fair value hedge accounting relationship Derivative liabilities Total 2013 506 49 36 5 5 601 2012 RESTATED 490 59 30 - 9 588 At 31 December 2013 and 2012, the fair value of the Group’s other creditors and accruals approximates the carrying value. 28 CONTINGENT LIABILITIES In the normal course of business, the Group and its subsidiaries are parties to various lawsuits and claims. Management does not expect that the outcome of any of these legal proceedings will have a material adverse effect on the Group’s financial position, results of operations or cash flows. 96 29 GUARANTEES (CHF million) Guarantees Performance bonds TOTAL 2013 ISSUED 2012 ISSUED 144 228 372 113 99 212 The Group has issued unconditional guarantees to certain financial institutions that have provided credit facilities (loans and guarantee bonds) to its subsidiaries. In addition, it has issued performance bonds and bid bonds to commercial customers on behalf of its subsidiaries. Management believes the likelihood that a material payment will be required under these guarantees is remote. 30 OPERATING LEASES Operating lease rentals are payable as follows: (CHF million) Less than one year Between one and five years More than five years TOTAL 2013 127 237 69 432 2012 RESTATED 108 247 67 422 The Group leases the majority of its office and laboratory space, as well as vehicles and equipment. During the year ended 31 December 2013, CHF 154 million was recognised as an expense in the income statement in respect of operating leases (2012: CHF 100 million). 31 EQUITY COMPENSATION PLANS Selected directors and employees of the SGS Group are entitled to participate each year in a share option plan. The benefits consist of the right to buy SGS SA shares (accounted for as equity-settled share-based payment transactions) at a predetermined fixed price through a traded option plan. i) Grants to Directors and members of the Operations Council A total of 1 133 018 options granting the right to acquire shares of SGS SA at a strike price of CHF 2 013, [100 options give the right to acquire one share and each option expires in January 2018 (these options hereinafter referred to as SGSWS)] were granted to the members of the Operations Council and the Board of Directors in 2013. One-third of these options vest or have vested in each of the years 2013, 2014 and 2016 and can be exercised or sold between January 2016 and January 2018. At the date of grant, these options had an aggregated value (calculated on the basis required for Swiss tax reporting purposes) of CHF 1 031 046. The estimated fair value at the time of grant of the options granted was CHF 2 526 630. 97 SGS GROUP RESULTS ii) Grants to other employees In 2013, an additional 2 066 113 SGSWS options were granted to employees, other than members of the Operations Council and the Board of Directors. One-third of these options vest or have vested in each of the years 2013, 2014 and 2016 and can be exercised or sold between January 2016 and January 2018. At the date of grant, these options had an aggregate value (calculated on the basis required for Swiss tax reporting purposes) of CHF 1 880 163. The estimated fair value at the time of grant of the options granted was CHF 4 607 432. iii) Long Term Incentive Plans (LTI) In 2013, no additional grant of options of the discretionary long term incentive plan (SGSMF-2011 LTI) has been made in addition of options granted in 2011 for the same plan to members of the Operations Council and Directors. At the date of grant in 2011, these options had an aggregated value (calculated on the basis required for Swiss tax reporting purposes) of CHF 7 285 000. The estimated fair value of those options granted is CHF 13 395 000. Additional information is disclosed under the Director’s report on Corporate Governance in this report (pages 34 to 43). DESCRIPTION EXERCISE PERIOD FROM TO STRIKE PRICE 1 OPTIONS OUTSTANDING AT 31 DECEMBER 2012 GRANTED CANCELLED EXERCISED OR ADJUSTED OPTIONS OUTSTANDING AT 31 DECEMBER 2013 SGSMO-ordinarily issued Jan.11 Jan.13 1 239.50 106 663 - (106 663) - SGSGU-2009 SGSOP-2010 SGSMF-2011 Jan.12 Jan.14 973.57 935 413 (8 000) (814 252) 113 161 Jan.13 Jan.15 1 240.70 2 757 854 (16 672) (1 804 564) 936 618 Jan.14 Jan.16 1 528.78 2 992 429 (29 869) (3 500) 2 959 060 SGSMF-2011 LTI Jan.15 Jan.16 1 528.78 8 250 000 (140 000) 8 110 000 SGSKF-2012 SGSWS-2013 TOTAL Jan.15 Jan.17 1 448.85 3 252 371 - (47 579) (3 500) 3 201 292 Jan.16 Jan.18 1 989.31 3 199 131 (16 001) 3 183 130 18 742 359 3 199 131 (705 750) (2 732 479) 18 503 261 Of which exercisable 1 042 076 897 483 1. The strike price of the options has been adjusted in accordance with market practice for capital reductions and special dividends. The fair value of share options granted during the year is based on their market value at grant date. All options are publicly traded. The exercise dates are not known to the Group. Correspondingly, the weighted average share price at the date of exercise cannot be calculated. The Group recognised during the year a total expense of CHF 14 million in relation to all equity-settled share-based payment plans. However, the Board considered by the end of the year that the fulfilment in 2014 of the normalised EPS target [additional information is disclosed under the Director’s report on Corporate Governance in this report (pages 34 to 43)] in relation to the 2011 LTI incentive plan was unlikely to reach 100% and has consequently decided to reverse part of the expense recognised since 2011 for these options, resulting in a total net expense for the year of CHF 5 million (2012: CHF 14 million). Shares available for future option plans: AT 1 JANUARY 2012 Repurchased shares Options granted (SGSKF Plan and adjustments) Options cancelled AT 31 DECEMBER 2012 Repurchased shares Options granted (SGSWS Plan and adjustments) Options cancelled AT 31 DECEMBER 2013 98 TOTAL (56 543) 6 677 (41 619) 67 033 (24 452) 18 403 (37 537) 10 397 (33 189) At 31 December, the Group had the following shares available to satisfy the option and share purchase plan programmes: (CHF million) Number of shares held Shares allocated to 2008 option plans Shares allocated to 2009 option plans Shares allocated to 2010 option plans Shares allocated to 2011 option plans Shares allocated to 2012 option plans Shares allocated to 2013 option plans SHARES (REQUIRED) FOR FUTURE OPTION PLANS AT 31 DECEMBER 2013 TOTAL 2012 TOTAL 171 596 190 394 - (6 636) (15 713) (117 114) (33 112) (32 211) (33 189) (9 858) (20 280) (29 414) (117 514) (37 780) - (24 452) The Group has entered into agreements with various banks, whereby the Group has an obligation to offer to sell to the banks the shares underlying the option programme at the relevant strike price whenever these shares become unblocked. The banks are not obliged to purchase these shares. 32 RELATED PARTY TRANSACTIONS Transactions between the Company and its subsidiaries, which are related parties of the Group, have been eliminated on consolidation and are not disclosed in the note. COMPENSATION TO DIRECTORS AND MEMBERS OF THE OPERATIONS COUNCIL The remuneration of Directors and members of the Operations Council during the year was as follows: (CHF million) Short-term benefits Post-employment benefits Share-based payments 1 Severance payments TOTAL 1. Market value at grant date. 2013 14 1 3 - 18 2012 RESTATED 14 1 2 1 18 The remuneration of Directors and members of the Operations Council is determined by the Nomination and Remuneration Committee. Additional information is disclosed under the Directors’ report on Corporate Governance in this report (pages 34 to 43). During 2013 and 2012, no member of the Board of Directors or of the Operations Council had a personal interest in any business transactions of the Group. The Chairman of the Board and the Operations Council (including Senior Management) participate in the share option plans as disclosed in note 31. In 2013, Directors’ fees were CHF 1 720 000 (2012: CHF 1 645 000). In addition, the Chairman of the Board received options for a total value of CHF 189 000 (2012: CHF 89 200). 99 SGS GROUP RESULTS The total compensation (cash and options, excluding severance payments) received by the Operations Council (including Senior Management) amounted to CHF 15 878 000 (2012: CHF 14 498 000 including long term incentive options granted). Disclosure of compensation paid to the Board of Directors and Senior Management, as required by Swiss law is presented in the notes to the accounts of SGS SA on pages 110 to 119 of this report. LOANS TO MEMBERS OF GOVERNING BODIES As at 31 December 2013, no loan, credit or outstanding advance was due to the Company from members of its governing bodies (unchanged from prior year). TRANSACTIONS WITH OTHER RELATED PARTIES During the year, the Group performed inspection, verification, testing and certification services for other related parties on normal commercial terms generating total revenues of CHF 9.0 million (2012: CHF 13.6 million). Related trade receivable balances unpaid as at 31 December 2013 amounted to CHF 0 million (2012: CHF 5.2 million). No expense was incurred in 2013 and in 2012 in respect of any bad or doubtful debts due from these related parties. 33 SIGNIFICANT SHAREHOLDERS As at 31 December 2013, Groupe Bruxelles Lambert acting through Serena Sàrl held 15.00% (2012: 0%), Mr. August von Finck and members of his family acting in concert held 14.97% (2012: 14.97%) and the Bank of New York Mellon Corporation held 3.18% (2012: 3.26%) of the share capital and voting rights of the Company. At the same date, SGS Group held 2.19% of the share capital of the Company (2012: 2.43%). 34 APPROVAL OF FINANCIAL STATEMENTS AND SUBSEQUENT EVENTS The Board of Directors is responsible for the preparation and presentation of the financial statements. These financial statements were authorised for issue by the Board of Directors on 31 January 2014, and will be submitted for approval by the Annual General Meeting of Shareholders’ to be held on 13 March 2014. On 16 January 2014, the Group announced the acquisition of 100% of Nemko Oy, the Finnish subsidiary of the Nemko Group, based in Finland (effective 1 January 2014). 100 REPORT OF THE STATUTORY AUDITOR To the General Meeting of SGS SA, GENEVA REPORT OF THE STATUTORY AUDITOR ON THE CONSOLIDATED FINANCIAL STATEMENTS As statutory auditor, we have audited the consolidated financial statements of the SGS Group presented on pages 48 to 100, which comprise the consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of cash flows, consolidated statement of changes in equity and notes to the consolidated financial statements for the year ended 31 December 2013. Board of Directors’ Responsibility The Board of Directors is responsible for the preparation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law, Swiss Auditing Standards and International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements for the year ended 31 December 2013 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with IFRS and comply with Swiss law. REPORT ON OTHER LEGAL REQUIREMENTS We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 Code of Obligations (CO) and article 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors. We recommend that the consolidated financial statements submitted to you be approved. DELOITTE SA James Baird Licensed Audit Expert Auditor in Charge Geneva, 31 January 2014 Fabien Bryois Licensed Audit Expert 101 SGS SA RESULTS SGS SA RESULTS INCOME STATEMENT FOR THE YEARS ENDED 31 DECEMBER (CHF million) INCOME Dividends from subsidiaries Financial income Other income TOTAL INCOME EXPENSES Administrative expenses Liquidation of subsidiaries, net Depreciation Financial expenses Other expenses Exchange loss, net TOTAL EXPENSES PROFIT Profit before taxes Taxes PROFIT FOR THE YEAR NOTES 5 5 2013 744 36 1 781 (4) 0 0 (37) (3) (11) (55) 726 (9) 717 2012 341 61 2 404 (4) - 0 (35) (4) (8) (51) 353 (9) 344 104 BALANCE SHEET AT 31 DECEMBER (BEFORE APPROPRIATION OF AVAILABLE RETAINED EARNINGS) (CHF million) ASSETS NON-CURRENT ASSETS Land and buildings Financial assets Investments in subsidiaries Loans to subsidiaries Other financial assets TOTAL NON-CURRENT ASSETS CURRENT ASSETS Amounts due from subsidiaries Other current assets Cash and cash equivalents TOTAL CURRENT ASSETS TOTAL ASSETS EQUITY AND LIABILITIES CAPITAL AND RESERVES Share capital General reserve Reserve for own shares Retained earnings TOTAL EQUITY LIABILITIES Non-current liabilities Corporate bonds Current liabilities Provisions Amounts due to subsidiaries Other liabilities and accruals TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES NOTES 2013 2012 3 1 131 1 156 1 2 291 354 16 268 638 2 929 8 34 204 839 1 085 1 275 36 514 19 1 844 2 929 3 1 117 597 1 1 718 801 9 297 1 107 2 825 8 34 208 562 812 1 275 36 681 21 2 013 2 825 2 & 3 2 2 2 4 105 SGS SA RESULTS SGS SA (“the Company”) is the ultimate parent company of the SGS Group which owns and finances, either directly or indirectly, its subsidiaries and joint ventures throughout the world. The financial statements are prepared in accordance with the accounting principles required by Swiss law. During the year, there were no changes to the accounting policies. NOTES 1 SIGNIFICANT ACCOUNTING POLICIES INVESTMENTS IN SUBSIDIARIES Investments in subsidiaries are valued at acquisition cost less an adjustment for impairment where appropriate. FOREIGN CURRENCIES included in the determination of the net profit except long-term unrealised gains which are deferred. RISK ASSESSMENT Risks potentially threatening the Group’s ability to meet its strategic objectives are monitored on an ongoing basis by the Board of Directors through the approval of all major investments, transactions and changes by the Operations Council. In addition, in conjunction with the Operations Council, an annual risk assessment process is conducted to ensure the Group is responding effectively to changes in economic conditions, market dynamics and internal developments. Balance sheet items denominated in foreign currencies are converted at year end exchange rates with the exception of investments in subsidiaries which are valued at the historical exchange rate. All unrealised gains and losses arising on foreign exchange transactions are The annual risk assessment process is conducted in three stages. Individual members of the Operations Council, on a rotation basis, are requested to identify the key risks for their areas of responsibility that could prevent the Group from delivering its strategy and achieving its business objectives. All such risks are then ranked according to their potential significance, their likelihood and how effectively management is able to manage the exposure. By applying this framework, the key business risks profile of the Group across geographies and business segments is identified and tracked from one year to the next. On behalf of the full Board of Directors, the Audit Committee reviews and discusses with management, and in the presence of the external auditors, the outcome of the above risk assessment process. Special focus is placed on ensuring that the risk profile covers all areas of concern identified by the Board and that the Operations Council has put in place internal controls to monitor the evolution of such risks and mitigate their likely impact at an early stage. The outcome of the above process was approved by the Board of Directors on 18 October 2013. 2 TOTAL EQUITY (CHF million) SHARE CAPITAL GENERAL RESERVE RESERVE FOR OWN SHARES RETAINED EARNINGS BALANCE AT 1 JANUARY 2012 Dividends paid Decrease in the reserve for own shares Profit for the year BALANCE AT 31 DECEMBER 2012 Dividends paid Decrease in the reserve for own shares Profit for the year BALANCE AT 31 DECEMBER 2013 8 - - - 8 - - - 8 239 - (31) - 208 - (4) - 204 683 (496) 31 344 562 (444) 4 717 839 34 - - - 34 - - - 34 106 TOTAL 964 (496) - 344 812 (444) - 717 1 085 3 SHARE CAPITAL BALANCE AT 1 JANUARY 2012 Treasury shares released into circulation Treasury shares purchased, net BALANCE AT 31 DECEMBER 2012 Treasury shares released into circulation Treasury shares purchased, net BALANCE AT 31 DECEMBER 2013 SHARES IN CIRCULATION 7 563 860 74 859 (6 677) 7 632 042 37 201 (18 403) 7 650 840 TREASURY SHARES TOTAL SHARES ISSUED TOTAL SHARE CAPITAL CHF (MILLION) 258 576 (74 859) 6 677 190 394 (37 201) 18 403 171 596 7 822 436 - - 7 822 436 - - 7 822 436 8 - - 8 - - 8 Issued share capital Authorised and conditional issue SGS SA has a share capital of CHF 7 822 436 (2012: CHF 7 822 436) fully paid-in and divided into 7 822 436 (2012: 7 822 436) registered shares of a par value of CHF 1. All shares, other than own shares, participate equally in the dividends declared by the Company and have equal voting rights. Treasury shares On 31 December 2013, SGS SA, indirectly, held 171 596 of its own shares for which SGS SA has recorded a “reserve for own shares”. In 2013, 37 201 treasury shares were sold or released to cover option rights and 18 403 treasury shares have been purchased for an average price of CHF 2 088. A corresponding movement in the reserve for own shares, has been recorded. of share capital The Board of Directors has the authority to increase the share capital of the Company by a maximum of 500 000 registered shares of a par value of CHF 1 each, corresponding to a maximum increase of CHF 500 000 in share capital. The Board is authorised to issue the new shares at the market conditions prevailing at the time of issue. In the event that the new shares are issued for an acquisition, the Board is authorised to waive the shareholders’ preferential right of subscription, or to allocate such subscription rights to third parties. The authority delegated by the shareholders to the Board of Directors to increase the share capital is valid until 19 March 2015. The shareholders have conditionally approved an increase of share capital in the amount of CHF 1 100 000 divided into 1 100 000 registered shares of a par value of CHF 1 each. This conditional share capital increase is intended to obtain the necessary shares to satisfy employee share option plans and option or conversion rights to be incorporated in convertible bonds or similar equity-linked instruments that the Board is authorised to issue. The right to subscribe to such conditional capital is reserved to beneficiaries of employee share option plans and holders of convertible bonds or similar debt instruments and therefore excludes shareholders’ preferential rights of subscription. The Board is authorised to determine the timing and conditions of such issues, provided that they reflect prevailing market conditions. The term of exercise of the options or conversion rights may not exceed 10 years from the date of issuance of the equity-linked instruments. 107 SGS SA RESULTS 4 CORPORATE BONDS Bonds are recorded at nominal value. SGS SA issued the following bonds: DATE OF ISSUE 19.08.2010 08.03.2011 27.05.2011 ¹ 27.05.2011 ² FACE VALUE IN CHF MILLION COUPON IN % YEAR OF MATURITY 550 375 275 75 1.875 2.625 3.000 1.875 2016 2019 2021 2016 ISSUE PRICE IN % 100.346 100.832 100.480 99.591 REDEMPTION PRICE IN % 100.000 100.000 100.000 100.000 1. SGS SA entered into an Interest Rate Swap (IRS) agreement for the duration of this bond. 2. Re-opening of the six-year bond issued on 19 August 2010. The Group has listed all the bonds on the SIX Swiss Exchange. 5 FINANCIAL INCOME AND FINANCIAL EXPENSES (CHF million) FINANCIAL INCOME Interest income 3rd party Interest income Group TOTAL FINANCIAL INCOME FINANCIAL EXPENSES Interest expenses 3rd party Interest expenses Group Other financial expenses TOTAL FINANCIAL EXPENSES 2013 0 36 36 (28) (2) (7) (37) 2012 34 27 61 (27) (3) (5) (35) On 18 July 2012, the Group received a cash amount of CHF 33 million in relation with the re-setting of the Interest Rate Swap agreement to market rates. These cash proceeds were recognised in 2012 as interest income in the income statement. 108 6 GUARANTEES AND COMFORT LETTERS (CHF million) Guarantees Performance bonds TOTAL 2013 ISSUED 2013 UTILISED 2012 ISSUED 2012 UTILISED 184 22 206 92 22 114 154 14 168 87 14 101 The Company has unconditionally guaranteed or provided comfort to financial institutions providing credit facilities (loans and guarantee bonds) to its subsidiaries. In addition, it has issued performance bonds to commercial customers on behalf of its subsidiaries. The Company is part of a VAT Group comprising itself and other Group companies in Switzerland. 7 FIRE INSURANCE VALUE OF FIXED ASSETS (CHF million) Buildings 8 SUBSIDIARIES 2013 15 2012 15 The list of principal group subsidiaries appears in the Annual Report on pages 128 to 131. 109 SGS SA RESULTS The Board of Directors is assisted in its work by a Nomination and Remuneration Committee (the Committee), which consists of independent non-executive Directors. The Committee acts in part in an advisory capacity to the Board, and in part as a decision-making body on matters that the Board has delegated to the Committee. The Committee reviews regularly, at least once a year, the compensation of each member of the Operations Council (other than the Chief Executive Officer), and decides on all matters relating to the remuneration of these executives. The Chairman of the Board is not allowed to participate in discussions and decisions on his own compensation. General executive remuneration policies, including the implementation of long term incentive plans, are decided by the Board, on the recommendation of the Committee. The following Directors served on the Nomination and Remuneration Committee in 2013: • Sergio Marchionne (Chairman) • August von Finck • John Elkann (until July 2013) • Ian Gallienne (since July 2013) The following chart summarises the authorisation levels for the main decisions relating to compensation of Board and Operations Council Members. 9 COMPENSATION, SHAREHOLDINGS AND LOANS This section of the Corporate Governance Report serves as the Company’s remuneration report. In accordance with the recommendations of the Swiss Code of Best Practice for Corporate Governance in this matter, this section of the Report will be subject to a consultative vote at the next Annual General Meeting of Shareholders. 9.1. COMPANY’S REMUNERATION POLICIES The Company's remuneration policies are defined by the Board of Directors. The objectives of these policies are twofold: a) to attract and retain the best talent available in the industry; and b) to motivate employees and managers to create and protect value for shareholders by generating long-term sustainable financial achievements. The Board of Directors is responsible for determining the remuneration of the Chairman and the directors. It also decides on the remuneration and terms of employment of the Chief Executive Officer, based upon the recommendations of the Nomination and Remuneration Committee. It additionally determines the financial targets upon which the variable element of the remuneration of the Operations Council and other Group senior executives is based, and defines the conditions of all share option plans (including Long Term Incentive (LTI) plans) as well as the allocation of such options and the conditions of their granting, vesting and exercise. All general executive remuneration policies, including the criteria and weighting of financial targets relevant to the assessment of the variable element of executive remuneration, are approved by the Board of Directors. 110 SUBJECT MATTER RECOMMENDATION DECISION Compensation of Board Members Compensation of Chairman Remuneration of CEO Remuneration of other Operations Council Members Issuance of Long Term Incentive Plans Setting of annual financial targets for variable remuneration of Operations Council Members Issuance of Annual Share Options Plans Committee 1 Committee 1 Committee 1 CEO Committee 1 CEO CEO Board of Directors Board of Directors Board of Directors Committee 1 Board of Directors Board of Directors Committee 1 1. Nomination and Remuneration Committee. When reviewing and deciding on executive remuneration policies, the Committee and the Board have access to Group Human Resources staff and may use third party consultants specialising in compensation matters. In 2013, neither the Committee nor the Board had recourse to such external advisors. Benchmark A global business in a broad range of sectors, SGS’s business success is driven by the commitment and engagement of its key employees. Our compensation policy must take account of both global and local practices, whilst allowing for individual variations. We therefore compare our practices with those of other, similar organisations. The Group performs periodic benchmarks against companies which satisfy the following criteria • All SMI listed companies • Internationally active companies within and outside Switzerland which operate in one or more of the industry sectors in which SGS is active, including the energy, mining, industrial, chemical, medical goods, pharmaceutical, durable and non-durable goods, and food sectors, such as Alstom, GlencoreXstrata, Siemens, DuPont, Baxter, Actelion, Schindler, Amcor • Competitors in the testing, inspection and certification industry, such as Bureau Veritas, Intertek, DNV, TÜV. Elements of executive remuneration benchmarked include annual base salary, allowances, short-term and long-term incentive compensation, and benefits as set out elsewhere. To arrive at these benchmarks we use proprietary job sizing methodology in order to obtain publicly and commercially available information. Since nearly half of our Operations Council members are based outside Switzerland, we utilise information published by reputable data providers, including Mercer and Towers Watson, who are able to supply information on both a local and a global basis. Compensation Principles a) Board of Directors The members of the Board of Directors are entitled to a fixed annual Board Membership fee and additional annual fees for participation in Board Committees. Board members do not receive additional compensation for attending meetings. With the exception of the Chairman, Board members do not receive any variable remuneration, options or shares. The Chairman receives a fixed annual fee and additional fixed fees for chairing the Board Committees. He also receives share options issued by the Company under its annual and long term incentive plans. The conditions of grant, vesting and exercise of options awarded to the Chairman are the same as those applicable to the members of the Operations Council. The Board decides the number of such options on the basis of an assessment of the Company's finance performance and the Chairman's personal contribution. The Chairman does not receive any variable cash remuneration. 111 b) Operations Council The remuneration earned by the Chief Executive Officer and by members of the Operations Council comprises: (i) a fixed base salary including benefits; (ii) an annual performance bonus, settled in part in cash and in part by way of options with deferred vesting, granted under annual share options plan; and (iii) long term incentive plan(s). The Company considers that payment of variable remuneration in the form of equity linked instruments whose vesting and exercise is deferred is a key mechanism to align management’s incentives to the interests of shareholders. Employment Contracts Directors do not hold service contracts and are not entitled to any termination or severance payments. They do not participate in the Company’s share option plans (except for the Chairman) or other benefit schemes and the Company does not make any pension contributions on their behalf. Employment contracts of Operations Council members have no fixed term and can be terminated at any time by either party, provided a standard notice period (six months) is respected. The Chief Executive Officer’s employment contract provides for a severance payment equivalent to two years' total remuneration payable in the event that the employment contract is terminated or constructively terminated (including in the event of a change of control) by the Company, other than for cause. No severance payment is due if the employment relationship is terminated in any other circumstance. No other executive contract provides for any material change of control protection. SGS SA RESULTS The table below summarises the various components of the compensation of Operations Council members, including the Chief Executive Officer: COMPENSATION ELEMENT COMPENSATION VEHICLE DRIVERS PERFORMANCE MEASURES PURPOSE Base Salary Monthly cash salary Annual Bonus 50% cash / 50% allocation of stock options, with deferred vesting and blocking periods Discretionary Bonus Cash Attract and retain key executives Pay for performance Position and experience, market practice Achievement of annual business and financial objectives Market practice, executive benchmark of international companies in relevant markets Financial targets: (i) Group Net Profit After Tax and Adjusted Operating Income for the Group as a whole, for regional or business units; (ii) measures of Economic Value Added; and (iii) Earnings Per Share (EPS) Rewarding individual achievements or exceptional performance Discretionary allocations do not exceed 10% of Operations Council overall remuneration Attract and retain key executives, recognise individual performance Long Term Incentives Stock options award, with vesting conditional upon achieving the Group objectives Achievement of long- term strategic plans stated by the Group Earnings Per Share targets Align executive compensation with interests of shareholders Base salary The base salaries of the Chief Executive Officer and of each Operations Council member are reviewed annually on the basis of market data for similar positions in those companies and geographies against which the Group benchmarks itself. In addition to individual performance and contribution, business performance and results, the deciding body takes into account the scope and complexity of the areas of responsibility of the position, skill sets and experience, and relevant market practice in the industry. Additional employment benefits such as allowances or memberships may be awarded in accordance with prevailing practice in the locations of employment of individual Operations Council members. Retirement benefits are set out elsewhere in this Report. Geneva based Operations Council members participate, on the same basis as other Swiss employees of the Group, in the Company’s pension scheme. In view of the increased life expectancy and challenges brought about by investment volatility, the defined benefit scheme and the defined contribution scheme have been merged into one unique defined contribution scheme, effective 1 May 2013. This enables better risk sharing, cost savings on administration and asset management fees. The new scheme also brings our employees more transparency and equality of treatment. New features have been introduced to provide them with more flexibility in their retirement benefit through a modern and competitive plan. Employees contribute 8% of their base salary and the Company contributes an amount equal to one and a half times the contributions paid by all employees to the scheme. Employees have the possibility to increase their contribution rate by 2% above the standard rate. More flexibility have also been granted to employees who wish to fund a potential retirement before the normal age, or for those who wish to continue working after the age of 65. Annual bonus In addition to the base salary, members of the Operations Council (including the Chief Executive Officer) are entitled to a performance-related annual bonus. For this purpose, the Company defines annual targets at the beginning of the year for the Chief Executive Officer and for each Operations Council member. Relevant targets for the calculation of the Annual Bonus of the CEO are based on the Group Earnings Per Share (EPS). For the heads of corporate functions (SVPs) targets are based 100% on the Group Net Profit After Tax. For EVPs, the relevant targets relate for 50% to the Adjusted Operating Income of their respective business and for 50% to the Group Net Profit After Tax. For COOs, the relevant targets are for 62.5% their respective region's Adjusted Operating Income and Economic Value Added and for 37.5% the Group Net Profit After Tax. Bonuses are assessed and awarded to the Operations Council members on the basis of the actual performance against the predefined targets. 112 If targets are achieved they trigger the entitlement to an annual incentive bonus. Once the amount of a bonus is determined, it is settled 50% in cash and 50% in options. The cash component of the bonus is payable immediately. The economic value of the options which is used to convert a bonus entitlement into a number of options is fixed by the Company on the basis of a calculation of the value of the options at grant, taking into account a discount for the three years blocking period during which the options cannot be traded or exercised. The share options are granted immediately, but they vest rateably in three equal instalments over a period of three years and are only exercisable in the fourth and fifth year after grant. Unvested options are subject to forfeiture if the beneficiary leaves the Group for reasons other than retirement, disability or death. For this purpose, the Company issues Annual Share Option plans, in the form of traded warrants which are listed on the Swiss Stock Exchange. These warrants incorporate a right to buy shares in the Company at a predetermined fixed price through the grant of traded options. The strike price is determined for each plan on the basis of the average trading price of the Company’s shares in the last three months prior to the year of grant. These Annual Share Option plans serve (i) to pay part of the annual performance bonuses to Members of the Operations Council; (ii) to allocate options to the Chairman; and (iii) to be awarded as an incentive to other selected employees of the Group. All beneficiaries receive these options under the same conditions of vesting and exercise. The table below summarises the components of the annual performance targets and how these components are weighted, depending on the function of the respective Operations Council member: Annual bonus formula CEO SVPs (heads of corporate functions) EVPs COOs EARNINGS PER SHARE (EPS) 100% - - - PERFORMANCE OF THE GROUP (Net Profit After Tax) BUSINESS PERFORMANCE (Adjusted Operating Income of the relevant business) REGIONAL PERFORMANCE (Adjusted Operating Income and Economic Value Added of the relevant region) - 100% 50% 37.5% - - 50% - - - - 62.5% Discretionary bonus Long Term Incentive Plans In addition to the performance-related Annual Bonus which is structured to take account of quantitative performance targets, the Board of Directors and the Compensation Committee may also grant individual Operations Council members a discretionary bonus, based on qualitative individual performance. Discretionary bonuses are granted at the same time as the Annual Bonus and are awarded on an exceptional basis to reward outstanding personal achievement, recognising extraordinary achievement in developing and integrating new business and cross-business improvements. The total of discretionary bonuses does not exceed 10% of the Operations Council's overall remuneration costs. For 2013, a total of CHF 1 210 000 in discretionary bonuses was awarded to Operations Council members. In addition to the annual bonus, the Group periodically sets Long Term Incentive (LTI) Plans. Such plans are designed to motivate the leadership team to achieve the long-term stated objectives of the Group. They consist of options granted to a selected number of senior executives of the Group, the vesting of which is conditional upon: (1) the Group achieving or exceeding stated earnings per share targets; and (2) the beneficiary being employed by the Group on the vesting date. In 2011, the Company introduced a long term incentive plan (the 2011 LTI Plan) for which vesting is conditional upon the Group achieving or exceeding in 2014 EPS targets ranging from CHF 115 (minimum performance allowing a partial vesting of 50% of options granted under the Plan) to CHF 140 (full vesting of options granted under the Plan). In 2013, the Board of Directors reviewed these EPS targets and decided to introduce a normalisation 113 in order to exclude material distortions caused by foreign exchange fluctuations, the issuance of corporate bonds and the adoption of new accounting standards since the inception of the LTI plan. The 2011 LTI Plan involved the granting of options to acquire shares of the Company at a strike price of CHF 1 617. Such options are in the form of traded warrants, with 100 warrants required to purchase one share. The Group originally set aside 9 000 000 such warrants for this incentive plan. This plan is designed to motivate the leadership team to achieve the long-term stated objective by 2014. Full details of this long term incentive plan are provided in note 31 to the Group consolidated financial statements (pages 97 to 99 of the Annual Report). In 2013, no new Long Term Incentive Plan was introduced by the Group and no additional options were granted to members of the Operations Council in 2013 under the existing 2011 LTI Plan. SGS SA RESULTS The following table shows the strike price, the vesting period and the exercisable period of the options ¹ granted to the Chairman of the Board and to the members of the Operations Council under each plan. It includes options granted in January 2014 with respect to performance and financial results in 2013: I Annual Share Option Plans TYPE OF OPTIONS (Year of issue) SGSOP (2010) SGSMF (2011) SGSKF (2012) SGSWS (2013) SGSPF (2014) 3 STRIKE PRICE (CHF) 2 VESTING DATE 1/3 OF OPTIONS GRANTED VESTING DATE 1/3 OF OPTIONS GRANTED VESTING DATE 1/3 OF OPTIONS GRANTED 1 339 1 617 1 497 2 013 2 059 01.2010 01.2011 01.2012 01.2013 01.2014 07.2011 07.2012 07.2013 07.2014 07.2015 01.2013 01.2014 01.2015 01.2016 01.2017 PERIOD OF EXERCISE 01.2013 - 01.2015 01.2014 - 01.2016 01.2015 - 01.2017 01.2016 - 01.2018 01.2017 - 01.2019 II Long Term Incentive Plan SGSMF-2011 LTI (2011) 1. One hundred options give the right to acquire one share. 2. Before adjustment for capital reductions and special dividends. 3. Granted in 2014 in settlement of 2013 annual variable remuneration. 4. Vesting conditional on minimum EPS target reached in 2014. 01.2015 4 01.2015 - 01.2016 RELATIONSHIP BETWEEN ANNUAL VARIABLE COMPENSATION AND BASE SALARY The portion of fixed and variable remuneration, as a percentage of the total remuneration in any given year, depends on the extent to which pre-defined targets and objectives have been achieved. Assuming achievement of targets, the annual variable component of the Operations Council members' remuneration (annual bonus including cash and options award), expressed as a percentage of their respective annual remuneration ranges between 32% and 48% of their total annual compensation. If targets are exceeded, annual bonuses are increased on a multiplier basis with a maximum payout which could correspond to a range between 54% and 70% of their respective total annual compensation. In the event of underperformance against targets, the bonus is rateably reduced on a multiplier basis, so that no bonus is paid in the event that a pre-established minimum target is not achieved. TOTAL COMPENSATION (EXCLUDING LONG TERM INCENTIVE PLANS) FOR THE CHIEF EXECUTIVE OFFICER BELOW MINIMUM TARGET PERFORMANCE ON TARGET PERFORMANCE MAXIMUM PERFORMANCE Base salary Variable cash compensation Variable Annual Option allocation (value at grant date) 100% 0% 0% 52% 24% 24% 30% 35% 35% In 2013, the variable cash element of the Chief Executive Officer’s compensation represented 26% of the total compensation (2012: 32%) and the allocation of options represented 31% of the total compensation (2012: 7%). For the Operations Council as a whole, the variable cash element of the compensation in 2013 amounted to 24% of the total compensation (2012: 25%) and the allocation of options represented 18% of the total compensation (2012: 18%). Total compensation includes the guaranteed part (base salary) and the variable part of the compensation. It excludes fringe and social benefits. 114 9.2. COMPENSATION FOR MEMBERS OF GOVERNING BODIES The bonus settled in options is disclosed as part of the compensation for the year to which it relates (and not for the year it was approved). 9.2.1. Board of Directors In 2013, the annual board membership fee was CHF 150 thousand for all board members, unchanged from the prior year. Members of the Board serving on a Committee were entitled to an additional fee of CHF 30 thousand per committee, unchanged from last year. The annual fee payable to the Chairman was CHF 300 thousand, unchanged from the prior year. The Chairman was awarded, by decision of the Board of Directors 75 000 options under the 2014 Annual Share Options Plan in consideration of the 2013 annual performances (2012: 40 000 SGSWS options under the 2013 Annual Share Options Plan). The conditions of vesting and exercise of these options are the same as those granted to the management under these plans. The following chart details the fees, other cash benefits and share options granted to each of the Directors for their tenure in 2013: (CHF thousand) BOARD FEE COMMITTEE FEE OTHER BENEFITS TOTAL CASH COMPENSATION 2013 SHARE OPTIONS TOTAL 2013 COMPENSATION (INCLUDING OPTIONS) S. Marchionne T.R. Brandolini d'Adda 3 P. Desmarais 3 J. Elkann 3 A. von Finck A.F. von Finck I. Gallienne 3 C. Grupp P. Kalantzis G. Lamarche 3 S.R. du Pasquier TOTAL 300 75 75 75 150 150 75 150 150 75 150 1 425 90 15 - 15 30 30 15 - 30 15 30 270 25 - - - - - - - - - - 25 415 90 75 90 180 180 90 150 180 90 180 1 720 189 1 - - - - - - - - - - 189 604 1 90 2 75 90 2 180 180 90 150 180 90 180 1 909 1. 75 000 SGSPF granted in January 2014 in relation to the 2013 financial results. 2. Board and committees fees for T.R. Brandolini d'Adda and J. Elkann have been paid to Exor Investissements SA, Luxembourg. 3. 2013 fees paid prorata temporis. The following chart details the fees, other cash benefits and share options granted to each of the Directors for their tenure in 2012: (CHF thousand) BOARD FEE COMMITTEE FEE OTHER BENEFITS TOTAL CASH COMPENSATION 2012 SHARE OPTIONS TOTAL 2012 COMPENSATION (INCLUDING OPTIONS) S. Marchionne T.R. Brandolini d'Adda 2 J. Elkann 2 A. von Finck A.F. von Finck C. Grupp P. Kalantzis S.R. du Pasquier TOTAL 300 150 150 150 150 150 150 150 1 350 90 30 30 30 30 - 30 30 270 25 - - - - - - - 25 415 180 180 180 180 150 180 180 1 645 89 1 - - - - - - - 89 504 180 180 180 180 150 180 180 1 734 1. 40 000 SGSWS granted in January 2013 in relation to the 2012 financial results. 2. Board and committees fees for T.R. Brandolini d'Adda and J. Elkann have been paid to Exor Investissements SA, Luxembourg. 115 SGS SA RESULTS The following table shows the details of the options¹ granted to the Chairman of the Board under each Annual Share Option Plans and Long Term Incentive Plans: TYPE OF OPTIONS (YEAR OF ISSUE) (CHF) STRIKE PRICE 2 (CHF) TOTAL NUMBER OF OPTIONS GRANTED UNDER EACH PLAN MARKET VALUE AT GRANT (THOUSAND) NUMBER VESTED ON 31 DECEMBER 2013 SGSGU (2009) SGSOP (2010) SGSMF (2011) SGSKF (2012) SGSWS (2013) SGSPF (2014) 3 SGSMF-2011 LTI (2011) 4 1 064 1 339 1 617 1 497 2 013 2 059 1 617 96 619 50 000 50 000 50 000 40 000 75 000 200 000 238 155 142 133 89 189 570 96 619 50 000 33 332 33 333 13 334 - - 1. One hundred options give the right to acquire one share. 2. Before adjustment for capital reductions and special dividends. 3. Granted in 2014 on the basis of 2013 financial results. 4. Vesting conditional on minimum EPS target reached in 2014. 9.2.2. Compensation to the Operations Council, Senior Management and Chief Executive Officer This section sets out the global remuneration which was paid to the Operations Council as a whole, to the three Operations Council members who make up Senior Management and to the Chief Executive Officer during 2013. All amounts disclosed in this section include cash bonuses payable and options granted in January 2014 with respect to performance in 2013 and the related financial results. 9.2.2.1. Cash compensation (CHF thousand) 2013 2012 To the Operations Council (including Senior Management) To Senior Management (including Chief Executive Officer) To the Chief Executive Officer CHF 12 245 CHF 2 582 CHF 1 672 CHF 12 140 CHF 2 509 CHF 1 545 The total cash compensation paid to the Operations Council excludes severance payments (see section 5.2.2.5.). Post employment benefits of CHF 1 298 thousand are not included (2012: CHF 1 567 thousand). 9.2.2.2. Share options Annual Share Options Plans In settlement of 2013 annual bonus entitlements, a total of 926 061 SGSPF options (2012: 1 057 102 SGSWS options granted in January 2013) were granted to the Operations Council (including Senior Management) in January 2014 on the basis of 2013 results. Such SGS options grant the right to acquire shares of SGS at a strike price of CHF 2 059 (100 options give the right to acquire one share). They vest in tranches of one-third in 2014, 2015 and 2017 and are subject to a blocking period ending in January 2017. All options granted to the Operations Council on the basis of the 2013 results had a fair value at grant of CHF 2 335 thousand (2012: CHF 2 357 thousand). The Senior Management was awarded a total of 354 020 SGSPF options granted in January 2014 (2012: 163 223 SGSWS options granted in January 2013). This number includes 282 818 SGSPF options (2012: 48 577 SGSWS options granted in January 2013) awarded to the Chief Executive Officer. 116 Long Term Options Plan Under the 2011 LTI Plan, a total of 4 320 000 SGSMF-2011 LTI options were granted to the Operations Council members as at 31 December 2013 (including Senior Management) in 2011. The vesting of such options in January 2015 is conditional upon the Group achieving or exceeding EPS targets ranging between CHF 115 (minimum performance allowing a partial vesting under the Plan) and CHF 140 (full vesting of options granted under the Plan) in 2014. In 2013, the Board of Directors reviewed these EPS targets and decided to introduce a normalisation in order to exclude material distortions caused by foreign exchange fluctuations, the issuance of corporate bonds and the adoption of new accounting standards since the inception of the LTI plan. If targets defined by the plan are not reached, they will be forfeited. The Senior Management was awarded a total of 1 120 000 SGSMF-2011 LTI options under the 2011 LTI Plan. This number includes 800 000 options awarded to the Chief Executive Officer. The following table presents details of the share options awarded to members of the Operations Council, Senior Management and the CEO, and shows those options which have been granted, vested and/or became exercisable in 2013. It includes options granted in January 2014 with respect to performance and financial results in 2013. In 2013, no new Long Term Incentive Plan was introduced by the Group and no additional options were granted to members of the Operations Council in 2013 under the existing 2011 LTI Plan. This table relates to the individuals who were members of the Operations Council as at 31 December 2013: TYPE OF OPTIONS 1 (YEAR OF ISSUE) STRIKE PRICE (CHF) 2 TOTAL NUMBER OF OPTIONS GRANTED UNDER EACH PLAN MARKET VALUE AT GRANT (THOUSAND) NUMBER VESTED ON 31 DECEMBER 2013 OPERATIONS COUNCIL (INCLUDING SENIOR MANAGEMENT AND CHIEF EXECUTIVE OFFICER) 1 844 2 486 2 624 2 312 2 335 12 312 288 703 752 364 893 3 192 132 499 479 108 713 2 280 594 741 581 593 657 725 345 588 - - 92 803 164 512 188 575 54 408 - - 42 647 116 614 120 150 16 192 - - SGSOP (2010) SGSMF (2011) SGSKF (2012) SGSWS (2013) SGSPF (2014) 3 SGSMF-2011 LTI 4 1 339 1 617 1 497 2 013 2 059 1 617 594 741 872 389 986 587 1 036 765 926 061 4 320 000 SENIOR MANAGEMENT (INCLUDING CHIEF EXECUTIVE OFFICER) SGSOP (2010) SGSMF (2011) SGSKF (2012) SGSWS (2013) SGSPF (2014) 3 SGSMF-2011 LTI 4 CHIEF EXECUTIVE OFFICER SGSOP (2010) SGSMF (2011) SGSKF (2012) SGSWS (2013) SGSPF (2014) 3 SGSMF-2011 LTI 4 1 339 1 617 1 497 2 013 2 059 1 617 1 339 1 617 1 497 2 013 2 059 1 617 1. One hundred options give the right to acquire one share. 2. Before adjustment for capital reductions and special dividends. 3. Granted in 2014 in settlement of 2013 bonus entitlements. 4. Vesting conditional on minimum EPS target reached in 2014. 92 803 246 769 282 863 163 223 354 020 1 120 000 42 647 174 920 180 225 48 577 282 818 800 000 117 SGS SA RESULTS 9.2.2.3. Total compensation to the Operations Council, Senior Management and Chief Executive Officer The table below presents all components of the remuneration earned in 2013 by the Operations Council, by the Senior Management and by the Chief Executive Officer. It does not take into account the potential value of options granted in 2011 under the 2011 Long Term Incentive Plan, whose vesting in 2015 is conditional upon the Group achieving minimum normalised EPS targets in 2014. (CHF thousand) To the Operations Council (including Senior Management) To Senior Management (including Chief Executive Officer) To the Chief Executive Officer BASE SALARY CONTRIBUTION TO PENSION BENEFITS OTHER EMPLOYMENT BENEFITS ANNUAL CASH BONUS ANNUAL GRANT OF SHARE OPTIONS DISCRETIONARY CASH BONUS TOTAL 2013 COMPENSATION (INCLUDING OPTIONS) TOTAL 2012 COMPENSATION (INCLUDING OPTIONS) 7 737 1 298 1 291 2 007 2 335 1 210 15 878 14 498 1 1 679 332 1 000 178 92 72 751 893 600 713 60 - 3 807 2 872 1 2 563 1 652 1 1. 2012 figures did not include contribution to pension benefits. 9.2.2.4. Highest total compensation In the year under review, the highest compensation paid by the Group was awarded to the CEO (see 5.2.2.3). 9.2.2.5. Severance payments In 2013, an amount of CHF 150 thousand was recognised as severance payments to Operations Council members (2012: CHF 626 thousand). 9.2.2.6. Loans to members of governing bodies As at 31 December 2013, no loan, credit or outstanding advance was due to the Group from members of its governing bodies (unchanged from prior year). 9.3. SHARES AND OPTIONS HELD BY MEMBERS OF GOVERNING BODIES 9.3.1. Shares and options held by Members of the Board of Directors The following table shows the shares and vested options held by Members of the Board of Directors as at 31 December 2013: NAME S. Marchionne A. von Finck A.F. von Finck C. Grupp P. Kalantzis S.R. du Pasquier P. Desmarais I. Gallienne G. Lamarche SGSOP 50 000 SGSMF 33 332 SGSKF 33 333 SGSWS 13 334 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 118 SHARES 700 19 670 439 515 1 20 10 10 1 25 The following table shows the shares and vested options held by Members of the Board of Directors as at 31 December 2012: NAME SGSGU S. Marchionne T.R. Brandolini d’Adda J. Elkann A. von Finck A.F. von Finck C. Grupp P. Kalantzis S.R. du Pasquier - - - - - - - - SGSOP 33 332 SGSMF 33 332 SGSKF 16 666 - - - - - - - - - - - - - - - - - - - - - SHARES 700 1 1 19 670 439 515 1 20 10 9.3.2. Shares and options held by Senior Management The following table shows the shares and vested options held by Senior Management as at 31 December 2013: NAME CORPORATE RESPONSIBILITY SGSOP SGSMF SGSKF SGSWS SHARES C. Kirk Chief Executive Officer 42 647 116 612 120 150 G. Matchett Chief Financial Officer - O. Merkt General Counsel & Chief Compliance Officer 11 000 25 284 22 614 41 055 27 370 16 192 23 794 14 421 1 199 - 45 The following table shows the shares and vested options held by Senior Management as at 31 December 2012: NAME CORPORATE RESPONSIBILITY SGSGU SGSOP SGSMF SGSKF SHARES C. Kirk Chief Executive Officer 380 000 G. Matchett Chief Financial Officer O. Merkt General Counsel & Chief Compliance Officer - - 28 430 15 747 17 690 116 612 25 284 22 614 60 075 20 528 13 685 1 199 - 45 119 SGS SA RESULTS 10 SIGNIFICANT SHAREHOLDERS As at 31 December 2013, Groupe Bruxelles Lambert acting through Serena Sàrl held 15.00% (2012: 0%), Mr. August von Finck and members of his family acting in concert held 14.97% (2012: 14.97%) and the Bank of New York Mellon Corporation held 3.18% (2012: 3.26%) of the share capital and voting rights of the Company. At the same date, SGS Group held 2.19% of the share capital of the Company (2012: 2.43%). PROPOSAL OF THE BOARD OF DIRECTORS FOR THE APPROPRIATION OF AVAILABLE RETAINED EARINGS (CHF) Profit for the year Balance brought forward from previous year Dividend paid on own shares released into circulation in 2012 prior the Annual General Meeting on 22 March 2012 Dividend paid on own shares released into circulation in 2013 prior the Annual General Meeting on 19 March 2013 Reversal from the reserve for own shares TOTAL RETAINED EARNINGS AVAILABLE FOR APPROPRIATION Proposal of the Board of Directors: Dividends ¹ BALANCE CARRIED FORWARD Ordinary gross dividend per registered share Additional gross dividend per registered share TOTAL DIVIDEND PER REGISTERED SHARE 1. No dividend is paid on own shares held directly or indirectly by SGS SA. 2013 2012 716 901 451 119 625 639 344 300 612 189 002 408 - (2 935 141) (1 650 158) 4 305 538 839 182 470 - 31 916 195 562 284 075 (497 304 600) (442 658 436) 341 877 870 119 625 639 65.00 - 65.00 30.00 28.00 58.00 120 REPORT OF THE STATUTORY AUDITOR To the General Meeting of SGS SA, GENEVA REPORT OF THE STATUTORY AUDITOR ON THE FINANCIAL STATEMENTS As statutory auditor, we have audited the financial statements of SGS SA presented on pages 104 to 120, which comprise the income statement, balance sheet and notes for the year ended 31 December 2013. Board of Directors’ Responsibility The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements for the year ended 31 December 2013 comply with Swiss law and the company’s articles of incorporation. REPORT ON OTHER LEGAL REQUIREMENTS We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 Code of Obligations (CO) and article 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors. We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved. DELOITTE SA James Baird Licensed Audit Expert Auditor in Charge Geneva, 20 January 2014 Fabien Bryois Licensed Audit Expert 121 DATA DATA SGS GROUP – FIVE YEAR STATISTICAL DATA CONSOLIDATED INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER (CHF million) REVENUES Salaries and wages Subcontractors’ expenses Depreciation, amortisation and impairment Other operating expenses OPERATING INCOME (EBIT) Analysis of operating income Adjusted operating income Restructuring costs Amortisation of acquisition intangibles Transaction and integration-related costs Other non-recurring items Operating income Financial income/(expense) PROFIT BEFORE TAXES Taxes PROFIT FOR THE YEAR Profit attributable to: Equity holders of SGS SA Non-controlling interests ADJUSTED OPERATING INCOME MARGINS IN % 2013 2012 1 2011 5 830 (2 871) (357) (298) 5 569 (2 733) (338) (280) 4 797 (2 304) (331) (225) 2010 4 757 2009 4 712 (2 228) (2 229) (313) (225) (319) (228) (1 392) (1 384) (1 147) (1 155) (1 142) 912 834 790 836 794 977 (33) (20) (12) 912 (38) 874 (236) 638 600 38 16.8 930 (68) (16) (12) 834 (41) 793 (214) 579 545 34 16.7 815 - (16) (9) 790 (26) 764 (203) 561 534 27 17.0 848 - (8) (4) 836 (7) 829 (215) 614 588 26 17.8 822 (20) (8) - 794 (3) 791 (200) 591 566 25 17.4 AVERAGE NUMBER OF EMPLOYEES 80 510 76 790 67 633 60 321 57 153 1. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). 124 SGS GROUP – FIVE YEAR STATISTICAL DATA CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER (CHF million) 2013 2012 1 Land, buildings and equipment Goodwill and other intangible assets Investments in associated and other companies Deferred tax and other non-current assets TOTAL NON-CURRENT ASSETS Unbilled revenues and inventories Trade accounts and notes receivable Other receivables and prepayments Cash and marketable securities TOTAL CURRENT ASSETS TOTAL ASSETS Share capital Reserves Equity attributable to equity holders of SGS SA Non-controlling interests TOTAL EQUITY Loans and obligations under finance leases Deferred tax liabilities Provisions and retirement benefit obligations TOTAL NON-CURRENT LIABILITIES Loans and obligations under finance leases Trade and other payables Current tax liabilities Provisions, other creditors and accruals TOTAL CURRENT LIABILITIES TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES CAPITAL EXPENDITURE 1 029 1 216 18 215 2 478 330 952 306 973 2 561 5 039 8 2 135 2 143 69 2 212 1 293 66 190 1 549 15 502 142 619 1 278 2 827 5 039 1 015 1 172 17 266 2 470 302 977 255 987 2 521 4 991 8 2 052 2 060 58 2 118 1 305 72 273 1 650 17 492 103 611 1 223 2 873 4 991 2011 888 1 044 1 247 2 180 257 868 244 1 211 2 580 4 760 8 1 987 1 995 50 2 045 1 299 58 275 1 632 6 447 86 544 1 083 2 715 4 760 2010 756 982 2 235 1 975 217 772 202 815 2 006 3 981 8 2 061 2 069 39 2 108 553 63 254 870 3 401 91 508 1 003 1 873 3 981 2009 751 777 1 228 1 757 201 812 174 792 1 979 3 736 8 2 065 2 073 37 2 110 8 77 249 334 308 388 72 524 1 292 1 626 3 736 Land, buildings and equipment 357 386 345 261 221 1. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). 125 DATA SGS GROUP – FIVE YEAR STATISTICAL SHARE DATA (CHF unless indicated otherwise) 2013 2012 1 2011 2010 2009 SHARE INFORMATION REGISTERED SHARES Number of shares issued 7 822 436 7 822 436 7 822 436 7 822 436 7 822 436 Number of shares with dividend rights 7 650 840 7 632 042 7 596 871 7 629 482 7 568 664 PRICE High Low Year-end Par value KEY FIGURES BY SHARES Equity attributable to equity holders of SGS SA per share in circulation at 31 December Basic earnings per share 2 Dividend per share ordinary Dividend per share special Total dividend per share DIVIDENDS (CHF MILLIONS) Ordinary Special Total 2 450 1 952 2 052 1 2 156 1 559 2 026 1 1 724 1 255 1 555 1 1 704 1 332 1 569 1 1 400 1 036 1 351 1 280.08 269.95 263.75 272.53 276.36 78.43 65.00 3 - 3 65.00 497 3 - 3 497 71.52 30.00 28.00 58.00 229 214 443 70.52 30.00 35.00 65.00 228 266 494 77.64 30.00 35.00 65.00 229 267 496 75.48 30.00 30.00 60.00 227 227 454 1. Restated figures as a result of changes in accounting standards (see Note 2 in the consolidated financial statements). 2. Calculation of the basic earnings per share (weighted average for the year) is disclosed in note 9, page 68. 3. As proposed by the Board of Directors. SGS GROUP SHARE INFORMATION SHARE TRANSFER SGS SA has no restrictions as to share ownership, except that registered shares acquired in a fiduciary capacity by third parties may not be registered in the shareholders’ register, unless a special authorisation has been granted by the Board of Directors. MARKET CAPITALISATION At the end of 2013, market capitalisation was approximately CHF 16 052 million (2012: CHF 15 848 million). Shares are quoted on the SIX Swiss Exchange. 126 CLOSING PRICES FOR SGS AND THE SMI 2012 – 2013 SGS SA 2 500 2 400 2 300 2 200 2 100 2 000 1 900 1 800 1 700 1 600 1 500 1 400 1 300 1 200 1 100 1 000 900 J F M A M J J A S O N D J F M A M J J A S O N D 2012 HIGH PRICE CLOSE LOW PRICE SGS SA 2013 SWISS MARKET INDEX (MONTHLY CLOSE) 127 SMI 9 750 9 500 9 250 9 000 8 750 8 500 8 250 8 000 7 750 7 500 7 250 7 000 6 750 6 500 6 250 6 000 5 750 DATA SGS GROUP PRINCIPAL OPERATING COMPANIES AND ULTIMATE PARENT COUNTRY NAME AND DOMICILE ISSUED CAPITAL CURRENCY ISSUED CAPITAL AMOUNT % HELD BY GROUP DIRECT / INDIRECT Albania Albania Algeria Algeria Angola Argentina Argentina Australia Australia Austria Azerbaijan Bahamas SGS Albania Ltd., Tirana SGS Automotive Albania sh.p.k., Tirana Qualitest Algérie SPA, Alger Société de Contrôle Technique Automobile S.A., Rouiba-Alger SGS Angola Limitada, Luanda SGS Argentina S.A., Buenos Aires ITV SA, Buenos Aires SGS Australia Pty. Ltd., Perth Gearhart Australia Limited, Perth SGS Austria Controll-Co. Ges.m.b.H., Vienna SGS Azeri Ltd., Baku SGS Bahamas Ltd., Freeport Bangladesh SGS Bangladesh Limited, Dhaka Belarus Belgium Benin Bolivia SGS Minsk Ltd., Minsk SGS Belgium N.V., Antwerpen SGS Bénin S.A., Cotonou SGS Bolivia S.A., La Paz Bosnia-Herzegovina SGS Bosna i Hercegovina (d.o.o.) Ltd., Sarajevo Botswana SGS Botswana (Proprietary) Limited, Gaborone Brazil Brazil Bulgaria SGS do Brasil Ltda., São Paulo SGS Enger Engenharia Ltda, Barueri-SP SGS Bulgaria Ltd., Sofia Burkina Faso SGS Burkina S.A., Ouagadougou Cameroon Canada Chile Chile China Colombia Colombia Congo Croatia SGS Cameroun S.A., Douala SGS Canada Inc., Missisauga SGS Chile Limitada, Santiago de Chile CIMM Tecnologias y Servicios S.A., Santiago de Chile SGS-CSTC Standards Technical Services Ltd., Beijing SGS Colombia S.A., Bogota Estudios Técnicos S.A., (ETSA), Bogota SGS Congo S.A., Pointe-Noire SGS Adriatica, w.l.l., Zagreb Czech Republic SGS Czech Republic s.r.o., Praha Denmark SGS Danmark A / S, Glostrup Democratic Republic of Congo SGS RDC SPRL, Kinshasa Dubai Ecuador Egypt Estonia (see United Arab Emirates) SGS del Ecuador S.A., Guayaquil SGS Egypt Ltd., Cairo SGS Estonia Ltd., Tallinn ALL ALL DZD DZD AOA ARS ARS AUD AUD EUR USD BSD BDT USD EUR XOF BOB BAM BWP BRL BRL BGN XOF XAF CAD CLP CLP USD COP COP XAF HRK CZK DKK USD USD EGP EUR 100 000 190 000 100 50 000 000 173 600 000 8 000 000 4 171 536 1 500 000 200 000 5 609 210 185 000 100 000 5 000 10 000 000 20 000 2 178 200 10 000 000 41 900 2 151 1 000 68 009 486 3 000 000 10 000 10 000 000 10 000 000 20 900 000 9 394 781 237 6 715 706 117 3 966 667 29 084 965 360 265 739 000 10 000 000 1 300 000 7 707 000 700 000 50 000 147 680 1 500 000 42 174 100 100 100 77 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 85 100 100 100 100 100 100 100 100 100 100 D I D D D D I I I D D D D D I D D I D D I D D D D D I I D I D I I I D D D I 128 COUNTRY NAME AND DOMICILE ISSUED CAPITAL CURRENCY ISSUED CAPITAL AMOUNT % HELD BY GROUP DIRECT / INDIRECT Ethiopia Finland Finland France France France Georgia Germany Germany Germany Germany Ghana Ghana SGS Ethiopia Private Limited, Addis Abeba SGS Inspection Services Oy, Helsingfors SGS Fimko Oy, Helsingfors SGS Oil, Gas & Chemicals, SAS, Arcueil SGS Qualitest Industrie SAS, Orsay Securitest S.A., Paris SGS Georgia Ltd., Batumi SGS Gottfeld NDT Services GmbH, Herne SGS Germany GmbH, Hamburg SGS Institut Fresenius GmbH, Taunusstein SGS-TÜV GmbH, Sulzbach SGS Ghana Limited, Accra Ghana Community Network Services Limited, Accra Great Britain Great Britain Greece Guam SGS United Kingdom Limited, Ellesmere Port SGS M-Scan Limited, Ellesmere Port SGS Greece SA, Peristeri SGS Guam, Guam Guatemala SGS Cenral America S.A., Guatemala-City Guinea-Conakry SGS Guinée Conakry S.A., Conakry Guinea-Equatorial Compañia de Inspecciones y Servicios G.E., Malabo Hong Kong SGS Hong Kong Limited, Hong Kong Hungary India Indonesia Iran Ireland Italy Ivory Coast Ivory Coast Jamaica Japan Jordan SGS Hungária Kft., Budapest SGS India Private Ltd., Mumbai P.T. SGS Indonesia, Jakarta SGS Iran (Private Joint Stock) Limited, Tehran SGS Ireland (Holdings) Limited, Dublin SGS Italia S.p.A., Milan SGS Côte d’Ivoire S.A., Abidjan Société Ivoirienne de Contrôles Techniques Automobiles et Industriels S.A., Abidjan SGS Supervise Jamaica Limited, Kingston SGS Japan Inc., Yokohama SGS (Jordan) Private Shareholding Company, Amman Kazakhstan SGS Kazakhstan Limited, Almaty Kenya SGS Kenya Limited, Mombasa Korea (Republic of) SGS Korea Co., Ltd., Seoul Kuwait Latvia Lebanon SGS Kuwait W.L.L., Kuwait SGS Latvija Limited, Riga SGS (Liban) S.A.L., Beirut ETB EUR EUR EUR EUR EUR USD EUR EUR EUR EUR GHS GHS GBP GBP EUR USD GTQ GNF XAF HKD HUF INR USD IRR EUR EUR XOF XOF JMD JPY JOD KZT KES KRW KWD LVL LBP 15 000 102 000 260 000 2 320 000 200 000 100 100 100 100 100 2 745 000 92.14 80 000 750 000 1 210 000 7 490 000 750 000 4 005 202 1 978 604 8 000 000 139 301 731 25 000 1 068 000 50 000 000 10 000 000 200 000 518 000 000 800 000 200 000 50 000 000 62 500 2 500 000 300 000 000 200 000 000 1 569 520 100 000 000 100 000 146 527 2 000 000 9 617 540 000 50 000 83 200 100 100 100 100 74.9 100 60 100 100 100 100 100 100 51 100 100 100 100 100 100 100 100 95 100 100 50 100 100 100 49 100 30 000 000 99.99 D I I I I I D I I I I D D I I D D D D D D I D D D I I D D D D D D D D D I D 129 DATA COUNTRY NAME AND DOMICILE ISSUED CAPITAL CURRENCY ISSUED CAPITAL AMOUNT % HELD BY GROUP DIRECT / INDIRECT Liberia Lithuania SGS Liberia Inc, Monrovia SGS Klaipeda Ltd., Klaipeda Luxembourg SGS Luxembourg S.A., Windhof Madagascar Madagascar Malawi Malaysia Malaysia Mali Mauritius Mexico Moldova Mongolia Morocco Morocco SGS Madagascar SARL, Antananarivo Malagasy Community Network Services S.A., Antananarivo SGS Malawi Limited, Blantyre Petrotechnical Inspection (Malaysia) Sdn. Bhd., Kuala Lumpur SGS (Malaysia) Sdn. Bhd., Kuala Lumpur SGS Minéral Mali Sàrlu, Kayes SGS (Mauritius) LTD, Phoenix SGS de Mexico, S.A. de C.V., Mexico SGS (Moldova) S.A., Chisinau SGS Mongolia LLC, Ulaanbaatar SGS Maroc S.A., Casablanca SGS Maroc Automotive SA, Casablanca Mozambique SGS Mozambique, Limitada, Maputo Myanmar Namibia Netherlands Netherlands SGS (Myanmar) Limited, Yangon SGS Inspection Services Namibia (Propietary) Limited, Windhoek SGS Nederland B.V., Spijkenisse SGS Horizon B.V., Gravenhage New Zealand SGS New Zealand Limited, Auckland-Onehunga Nigeria Norway Oman Pakistan Panama SGS Inspection Services Nigeria Limited, Lagos SGS Norge A / S, Austrheim SGS Gulf Upstream, Oman (Branch office) SGS Pakistan (Private) Limited, Karachi SGS Panama Control Services Inc., Panama Papua-New-Guinea SGS PNG Pty. Limited, Port Moresby Paraguay Peru SGS Paraguay S.A., Asunción SGS del Perú S.A.C., Lima Philippines SGS Philippines, Inc., Manila Poland Poland Portugal Romania Russia Saudi Arabia SGS Polska Sp.z o.o., Warsaw SGS EKO-PROJEKT Sp. z.o.o., Pszczyna SGS Portugal - Sociedade Geral de Superintendência SA, Lisboa SGS Romania S.A., Bucharest SGS Vostok Limited, Moscow SGS Inspection Services Saudi Arabia Ltd., Jeddah LRD LTL EUR MGA MGA MWK MYR MYR XOF MUR MXN MDL USD MAD MAD MZM MMK NAD EUR EUR NZD NGN NOK - PKR USD PGK PYG PEN PHP PLN PLN EUR RON RUB SAR 100 40 000 38 000 20 000 000 10 000 000 30 000 500 000 60 000 2 500 000 100 000 7 065 828 488 050 10 000 12 000 000 33 000 000 100 000 300 000 100 250 000 45 000 4 522 190 200 000 803 000 - 2 300 000 850 000 2 1 962 000 000 11 738 890 24 620 000 10 144 200 2 559 000 500 000 100 002 8 000 000 1 000 000 100 100 100 100 70 100 70 100 100 100 100 100 100 100 75 100 100 100 100 100 100 50 100 - 100 100 100 100 100 100 100 100 100 100 100 75 D I I I D D D I D D D D D D D D D I I I D D I - D D I D D D I I I I D D 130 COUNTRY NAME AND DOMICILE ISSUED CAPITAL CURRENCY ISSUED CAPITAL AMOUNT % HELD BY GROUP DIRECT / INDIRECT Senegal Serbia SGS Sénégal S.A., Dakar SGS Beograd d.o.o., Beograd Sierra Leone SGS (SL) Ltd., Freetown Singapore Slovakia Slovenia South Africa Spain Spain Spain Sri Lanka Sweden Switzerland SGS Testing & Control Services Singapore Pte Ltd., Singapore SGS Slovakia spol.s.r.o., Kosice SGS Slovenija d.o.o. - Podjetje za kontrol blaga, Koper SGS South Africa (Proprietary) Limited, Johannesburg SGS Española de Control S.A., Madrid SGS Tecnos, S.A., Sociedad Unipersonal, Madrid General de Servicios ITV, S.A., Madrid SGS Lanka (Private) Limited, Colombo SGS Sweden AB, Göteborg SGS Société Générale de Surveillance SA, Geneva Switzerland SGS SA, Geneva Switzerland SGS Group Management SA, Geneva Taiwan Tanzania Thailand Togo Tunisia Turkey SGS Taiwan Limited, Taipei SGS Tanzania Superintendence Co. Limited, Dar-es-Salaam SGS (Thailand) Limited, Bangkok SGS Togo S.A., Lomé SGS Tunisie S.A., Tunis SGS Supervise Gözetme Etud Kontrol Servisleri Anonim Sirketi, Istanbul Turkmenistan SGS Turkmen Ltd., Ashgabat Uganda Ukraine SGS Uganda Limited, Kampala SGS Ukraine, Foreign Enterprise, Odessa United Arab Emirates SGS Gulf Limited, Abu Dhabi, (Branch office) United States SGS North America Inc., Wilmington Uruguay Uruguay Uzbekistan Venezuela Vietnam Zambia SGS Uruguay Limitada, Montevideo Sociedad Uruguaya de Control Técnico de Automotores Sociedad Anónima, Montevideo SGS Tashkent Ltd., Tashkent SGS Venezuela S.A., Caracas SGS Vietnam Ltd., Ho Chi Minh City SGS Inspections Services Ltd., Lusaka Zimbabwe SGS Zimbabwe (Private) Limited, Harare XAF EUR SLL SGD EUR EUR ZAR EUR EUR EUR LKR SEK CHF CHF CHF TWD TZS THB XOF TND TRY USD UGX USD – USD UYU UYU USD VEF USD ZMK ZWD 35 000 000 66 161 200 000 000 100 000 19 917 10 432 5 100 006 240 000 92 072 034 4 559 657 9 000 000 1 500 000 10 000 000 7 822 436 100 000 62 000 000 250 000 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 20 000 000 99.99 10 000 000 49 500 6 550 000 50 000 5 000 000 400 000 – 73 701 996 1 500 24 000 50 000 162 980 288 000 5 000 000 5 000 100 50 100 100 100 100 – 100 100 100 100 100 100 100 100 D I D D I I D I I I D I I Ultimate parent company I I D D D D I D D I – I D I D D D I D 131 SHAREHOLDER information SHAREHOLDER INFORMATION SGS SA CORPORATE OFFICE CORPORATE COMMUNICATIONS & PROJECT MANAGEMENT INVESTOR RELATIONS SGS SA Carole Streng Jean-Luc de Buman 1 place des Alpes P.O. Box 2152 CH – 1211 Geneva 1 t +41 (0)22 739 93 31 f +41 (0)22 739 92 00 www.sgs.com ANNUAL GENERAL MEETING OF SHAREHOLDERS The Annual General Meeting of Shareholders will be held on 13 March 2014 in Geneva. CONCEPT, DESIGN, PHOTOGRAPHY, REALISATION AND PRODUCTION Group Charlescannon Sàrl Geneva, Switzerland PRINTED BY Hertig Print SA Lyss, Switzerland The 2013 results and financial statements are also pu blished in French. The English version is binding. Printed on woodfree offset paper made from eucalyptus globulus fibre, whitened using PCC (Precipitated Calcium Carbonate), February 2014. 1 place des Alpes P.O. Box 2152 CH – 1211 Geneva 1 t +41 (0)22 739 91 11 f +41 (0)22 739 98 86 e sgs.investor.relations@sgs.com www.sgs.com STOCK EXCHANGE LISTING SIX Swiss Exchange, SGSN STOCK EXCHANGE TRADING SIX Swiss Exchange COMMON STOCK SYMBOLS Bloomberg: Registered Share: SGSN.VX Reuters: Registered Share: SGSN.VX Telekurs: Registered Share: SGSN ISIN: Registered Share: CH0002497458 Swiss security number: 249745 134 135 WWW.SGS.COM A S t n e m e g a n a M p u o r G S G S f o k r a m e d a r t d e r e t s g e r i a s i S G S - d e v r e s e r s t h g i r l l A – 4 1 0 2 – A S t n e m e g a n a M p u o r G S G S ©