ANNUAL REPORT 2013
VZ GROUP
KEY FIGURES
Income statement
CHF ‘000
2013
2012
2011
2010
2009
Operating revenues
171‘107
153‘152
143‘451
132‘880
110‘100
Operating expenses
94‘359
83‘312
77‘438
69‘144
61‘313
Operating profit (EBITDA)
76‘748
69‘840
66‘013
63‘736
48‘787
60’007
54’280
Net
profit1
51‘008
49‘338
37‘611
1 Including non-controlling interests.
Balance sheets
CHF ‘000
1
31.12.2013
31.12.2012
Total assets
Equity2
277’966
233’562
200’685
167‘684
133‘292
Net cash3
1
2
3
1’460’931
255’121
1’038’398
215’549
31.12.2011
31.12.2010
31.12.2009
1’058’512
183‘387
840’273
147‘562
875’534
119‘807
2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
Including non-controlling interests.
Cash & cash equivalents, short-term investments, marketable securities, financial assets less current liabilities due to customers, long-term debts
and due to banks.
Funds under management
CHF million
31.12.2013
31.12.2012
31.12.2011
31.12.2010
31.12.2009
Assets under Management
12‘114
10‘082
8‘432
7‘758
6‘717
Managed annual insurance premium
289
280
276
266
252
31.12.2013
31.12.20121 31.12.2011
31.12.2010
31.12.2009
22.5%
19.0%
20.0%
15.2%
29.3%
26.1%
25.4%
21.9%
29.3%
26.1%
25.4%
21.9%
Equity key figures
Equity ratio
19.0%
Common equity tier 1 capital ratio (CET 1) 28.9%
Tier 1 capital ratio (CET 1 & AT 1)
28.9%
1 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
Revenue and profit growth
Operating revenues
Net profit
132.9
in CHF million
171.1
143.5
153.2
110.1
37.6
2009
49.3
2010
51.0
2011
54.3
2012
60.0
2013
INFORMATION FOR SHAREHOLDERS
Share price VZ Holding N (VZN)
1.1.2008 to 31.12.2013
180
150
VZN in CHF
SPI adjusted
SMBAKX adjusted
120
90
60
30
0
2008
2009
2010
2011
2012
2013
Ticker symbols/Listing
SIX Swiss Exchange
ISIN number
Bloomberg
Reuters
Telekurs
VZN SW
VZN.S
VZN
CH0028200837
2820083
Securities number
Important dates
General meeting 2014
4 April 2014
Ex-Date
8 April 2014
Record-Date
10 April 2014
Dividend payment
11 April 2014
Publication of the half-year report 2014
15 August 2014
Publication of the annual report 2014
3 March 2015
General meeting 2015
10 April 2015
Contact
VZ Holding Ltd
Beethovenstrasse 24
8002 Zurich
Investor Relations
Petra Märk
Phone +41 44 207 27 27
[email protected]
Media
Nicola Waldmeier
Phone +41 44 207 27 27
[email protected]
Share statistics
2013
2012
Shares issued
8‘000‘000
8‘000‘000
Registered shareholders as at 31.12.
1‘240
1‘200
Share price as at 31.12.
CHF 166.40
CHF 115.00
Lowest price in the year
CHF 112.00
Highest price in the year
CHF 167.80
CHF 115.00
CHF 1‘331 Mio.
CHF 920 Mio.
31.12.2013
31.12.2012
Matthias Reinhart (direct and indirect)
60.79%
60.76%
Other members of the Board of Directors
1.21%
1.26%
Other members of the Executive Board
3.36%
3.59%
Employees1
0.51%
0.53%
CHF 85.95
Market capitalisation as at 31.12.
Ownership structure
UBS Fund Management
(reported on 9.11.2012)
3.33%
3.33%
DWS Investment GmbH
(reported on 12.11.2010)
3.06%
3.06%
3.01%
3.00%
3.00%
< 3.00%
4.22%
1.08%
1.91%
FIL Limited
(reported on 6.11.2013)
Capital Group
(reported on 31.10.2012)
Migros-Genossenschafts-Bund
(in accordance with the share register)
Treasury shares
< 3.00%
1 Only the locked-up shares listed in the share register held by VZ employees (including former employees) are shown.
Employees
31.12.2013
31.12.2012
31.12.2011
31.12.2010
31.12.2009
Number of employees
674
603
542
504
431
Full-time equivalents (FTE)
586.0
529.8
481.4
432.0
369.7
ANNUAL REPORT 2013
VZ GROUP
ANNUAL REPORT 2013
The photos in this annual report show the VZ financial portal lounge in Zurich. This is
where private investors meet who are keen to invest their money more successfully. Free
workshops have been organised at the lounge on a regular basis since the beginning of
2013. Participants acquire basic knowledge and understanding about investments, and
learn how to make best use of our online services. The workshops have been so well-attended that we are planning to open an additional lounge in Berne.
CONTENT
Letter to shareholders
Page 3
Interview with Matthias Reinhart
Page 4
Company portrait
Page 6
Comments on the results
Page 8
Corporate governance
Page 15
Financial statements VZ Group
Page 43
Financial statements VZ Holding Ltd
Page 111
1
In our free workshops you learn how to invest more successfully using intelligent rules.
Our investment experts introduce you to basic technical financial principles, and answer
your questions. You can follow up everything you hear directly on one of our notebooks.
Andreas Akermann, speaker at the workshop «Rule-based investment»
VZ GROUP: FINANCIAL YEAR 2013
Dear Shareholders
Solid results
VZ Group ended the 2013 financial year with a net profit of CHF 60.0 million
(+10.6%). Relative to the previous year operating revenues increased 11.7% to reach
CHF 171.1 million. This is slightly less than estimated in August. Operating costs rose
to CHF 94.4 million. The 13.3% increase reflects higher investments in infrastructure
and our financial portal.
More clients
Robust demand is evidenced by the net inflow of new money. Relative to the previous
year, net new money increased from some CHF 1.3 billion to over CHF 1.7 billion.
New services such as rule-based portfolio management attracted particular interest. As a
consequence, assets under management rose from CHF 10.1 billion to reach CHF 12.1
billion. The balance sheet total also rose in step with the growing client base: relative to
the previous year it increased 40.7% to reach around CHF 1.46 billion. The structure of
VZ Group’s balance sheet is extremely low risk, and equity capital is far above the average
for the sector.
13% higher
The Board of Directors is proposing a dividend of CHF 3.00 per share (2012: CHF 2.65),
resulting in the distribution of 40% of the net profit. As in previous years, the retained
profit will be used to finance VZ Group’s organic growth.
dividend
Investments in
future growth
We will continue to hire promising talents in the coming years as well in order to meet the
growing demand for our services. And we will also keep investing in our financial portal and
rule-based portfolio management services. While they will be reflected by higher operating
costs, these investments will lay the foundations for our future growth.
End of dual mandate
Matthias Reinhart will step down from the Board of Directors at the Shareholders’ Meeting in April, while remaining the majority shareholder and CEO of VZ Group. Because
VZ grew strongly in recent years and is set to continue growing, it makes sense to expand
and broaden the Board of Directors from four to five members. The Board is proposing
Roland Ledergerber and Olivier de Perregaux as additional members and the current Lead
Director Fred Kindle as the new Chairman of the Board of Directors.
Outlook
VZ is well established in the market and demand for our services remains robust. For
these reasons we are expecting revenues and profits to increase further in the current year.
We thank all those involved with VZ as well as those who help shape its development and
encourage its fortunes.
Zurich, 4 March 2014
Matthias Reinhart
Philipp Marti
Chairman of the Board of Directors
and Chief Executive Officer
Member of the Executive Board and Chief Financial Officer
Annual report 2013 VZ Group
Letter to shareholders
3
«WE FOCUS ON OCCUPATIONAL BENEFITS FOR COMPANIES
AND RULE-BASED INVESTMENTS FOR INDIVIDUALS.»
Head of Communications Nicola Waldmeier discusses
the results and the outlook for VZ Group with Matthias
Reinhart, Chief Executive Officer.
Mr Reinhart, was 2013 a good year in your view?
All in all, yes. The main concerns at the start of the
year were the debt crisis and the weak state of the global
economy. But apart from a mini crash in early summer,
stock markets posted gains around the world, driven
by the economic recovery and the cheap money. Meanwhile, long-term interest rates saw a trend turnaround,
with unwelcome consequences for bond investors. However, higher interest rates confirm that the economic
outlook is brightening. Within this environment our
business was able to perform well.
What were your highlights this year?
We gained a lot of clients last year and created 70
new jobs. These are the most obvious signs of our growth.
In addition, we also continued to progress both geographically and in terms of topics: our online services are
now also available in Germany, and we opened two new
branches in Fribourg and Chur. Succession planning is
«The many clients we gained and
the new jobs we created are the most
obvious signs of our growth.»
a new focus of our corporate consultancy work – as an
entrepreneur I know how important it is to line up one’s
own succession in good time. An important new initiative is the comprehensive occupational benefit solution
that we have developed for SMEs.
Why should SMEs opt for this solution?
Small and medium-sized enterprises are the backbone of the Swiss economy, and they employ two out
of three people in the workforce. These businesses need
to be extremely flexible and have to deploy their finite
resources with great care. As a rule, salaries and non-wage
labour costs constitute their largest cost block, and the
administrative burden is disproportionately heavy for
these companies. This is why we have launched a comprehensive solution that is specifically tailored to meet
the needs of SMEs. It benefits everyone: the enterprises
4
Interview with Matthias Reinhart
save money and overheads, their employees enjoy higher
net salaries and future retirees receive higher old-age
pensions.
You have been promoting rule-based investment
services for some time. Who are you aiming to reach
with this concept?
Today a large proportion of our new clients are
already choosing one of the new services that deploy
rule-based investments. This makes sense, as they are
transparent, straightforward and cost-effective, and
because they function efficiently for small as well as for
large portfolios. The best example is our «pillar 3a». It
is part of the rule-based savings and investment options
that are available from the VZ financial portal and already has an excellent track record.
Your financial portal has expanded into Germany.
What are you hoping to achieve with this roll-out?
The VZ financial portal focuses on rule-based
investment models. Germany is predestined for straightforward, intelligent and cost-effective management of
investments. Our experience has shown that German
investors are more price-sensitive and tend to be riskaverse. In terms of these criteria our service performs
extremely well.
Annual report 2013 VZ Group
In Zurich, there is even a financial portal lounge…
Yes, we opened the lounge last January. Private individuals who want to invest their money more effectively
meet there. Every week, investors participate in our free
workshops, boosting their knowledge about investments
and figuring out how our online services can best be used.
The workshops have been so well-attended that we are
planning to open a second lounge in Berne. Following
the workshop, many participants open a securities portfolio at VZ Depository Bank and consequently become
VZ clients.
«We are expecting a further rise in
revenues and profit in 2014.»
Another topic: why hasn’t VZ Depository Bank registered for Category 2 of the US tax programme?
We are barely affected by this controversy because
essentially we do not manage any money that should
have been declared for tax purposes in the USA. VZ Depository Bank was licensed by the regulatory authorities
in 2007. Right from the outset we took the decision not
to accept any US citizens as clients. For the same reason
there was no need to make any provisions for risks arising
from relations with offshore clients. We will decide by
summer whether we participate and, if yes, whether we
wish to register for Category 3 or 4.
How are you responding to increasing regulation?
It does make our work more complex. VZ is affected
only marginally by the tougher requirements for crossborder transactions, as we focus on domestic business.
As far as investor protection is concerned, I can claim
that our standards have always been very high. We will
carefully check all formal requirements and adapt our
procedures if necessary. For this reason we significantly
expanded our compliance department.
VZ appoints mostly young people. What can you
offer them?
VZ is a popular employer, particularly amongst the
well-qualified young people we seek. The word goes
around that we offer interesting jobs and a positive
working climate. Those who demonstrate commitment
and dedication advance rapidly – not least because VZ
is growing fast. We appoint a large number of young
professionals who have graduated from a university or a
university of applied science, or who are working towards
this objective. They then develop their expertise further
with us, in order to be fit for their demanding work.
Training and further training at all levels is essential in
our company, and nobody needs to stay where they are:
every year around a third of all employees complete one
of our internal trainings.
VZ has been growing year after year. What is driving
this development?
There is strong demand for our services. We will
continue to grow in the coming years, provided that we
attract enough young talent and are able to train these as
qualified consultants. Our goal is to have 120 full-time
equivalents dedicated to consulting new clients by the
end of 2015. In addition, we are always working on our
services. The current focus is on occupational benefit
solutions for SMEs and on rule-based investment services for private clients.
How do these initiatives impact the results?
Of course, there are costs involved. However they
are already translating into revenues. We are expecting a
further rise in revenues and profit in 2014.
Annual report 2013 VZ Group
Interview mit Matthias Reinhart
5
VZ PRESENTS ITSELF
The first choice for
wealth-related issues
In Switzerland VZ VermögensZentrum has for many years been the first port of call for
independent financial consulting. Each year several thousand wealthy clients plan their
retirement with us, have their investments reviewed, improve the financing of their real
estate properties, optimise their taxes or plan their estates. We advise corporate clients in
particular on questions relating to occupational benefit planning and risk management.
VZ Group has been listed on the SIX Swiss Exchange since 2007 and employs over 650
specialists at 26 sites in Switzerland and Germany.
Independent consultancy
Our clients know that we judge in their interest, because our business model excludes
conflicts of interest. We focus on consultancies on behalf of the client. Similar to law firms
and corporate consultancies, clients pay for expertise, not for products – namely for the
time an expert uses to answer their questions, to solve problems and to identify promising
solutions. This work can be documented and settled in a transparent manner.
Our most important target group is wealthy individuals and couples aged 50 or over. Many
of these come to us in order to plan their finances for retirement. After the consultancy
they have a comprehensive concept as an effective basis for their decisions, together with a
detailed plan of action. The result of a consultancy is a tangible added value: for example
a sound financial plan for the coming phase of their lives, an improved balance between
investment risk and returns, a lower tax burden or cheaper mortgages and insurance policies. This creates trust and opens many doors for us: an increasing number of consultancy
clients go on to use additional VZ services.
Intelligent management
A large proportion of financial consulting clients are keen to have VZ implement the
measures which we develop on their behalf, for example the management of securities,
mortgages, estates, insurance policies or retirement assets. For these management services
we are compensated not by the providers of financial products, but by our clients. We
charge a management fee which depends on the volume of assets under management.
Our clients may use three platforms to manage securities, to finance real estate and for
pension-related services. They all provide an objective cost advantage over other providers.
Cost-effective implementation
VZ Depository Bank
6
Company portrait
VZ Depository Bank is a custodian and offers cost-effective transactions. It does neither
issue financial products nor sell third party products. VZ clients may open an account and/
or a securities account at VZ Depository Bank. Both the custodian fees and the transaction
costs are significantly below normal market prices.
Annual report 2013 VZ Group
HypothekenZentrum
Most mortgage lenders are capital lenders, risk bearers and administrators at the same time.
HypothekenZentrum brings mortgage borrowers together with institutional investors that
are keen to invest in prime mortgages. This eliminates any conflicts of interest, for example
in respect of maturities. As HypothekenZentrum operates very cost-effectively, clients also
benefit from low interest rates.
VZ Foundations
Our foundations enable companies to insure their employees in Switzerland inexpensively,
to manage their occupational benefit plans effectively and to invest pension assets profitably. The foundations cover the second and third pillars of occupational benefits (Swiss
Occupational Pensions Act «BVG», executive pension plans, vested pension benefits, 3a
retirement savings).
What makes VZ different
Independence
We do not broker any financial products, but develop conceptual solutions for questions
relating to income and wealth. Conflicts of interest can be ruled out, because our services
are not targeted at brokerage commissions. Instead, our customers pay a fee for the added
value that we create.
Comprehensive view
We take account of all financial aspects and also clarify overriding issues in order to ensure
that our clients are familiar with the framework and understand all implications. This is
what makes our consultancy so successful: only those who keep the whole picture in sight
are able to take the right decision in each individual question.
Transparency
We place great value on ensuring that our clients are able to take objective decisions. For
this reason we make all decision-making criteria as transparent as possible. This principle
applies to our consultancy as well as to our management services.
Our key to success
We owe our success above all to our well-qualified employees. We select applicants with
analytical minds, integrity and determination to achieve ambitious career goals. Those
who join our team work closely together with experienced colleagues from the very first
day, build up the necessary specialist expertise and train their problem-solving and teamplaying abilities as well as their communication skills. VZ brings together the know-how
of financial consultants and wealth managers, lawyers and fiduciaries as well as real estate,
tax and insurance experts. Knowledge is our most important resource. For this reason we
offer training and further training programmes at all levels, and ensure that our extensive
wealth of knowledge and expertise is systematically and generously shared.
Annual report 2013 VZ Group
Company portrait
7
COMMENTS ON THE RESULTS
Slightly more relaxed
environment
The European debt crisis ostensibly eased in 2013, and stock markets posted gains in all
important industrialised nations. In the wake of the financial crisis, central banks in all
of these countries took similar actions, ensuring that practically unlimited amounts of
cheap money were available. Facing the difficult task to exit their extremely loose monetary
policies, these central banks appear to be taking different routes. This is likely to affect
exchange rates and could also impact economies and stock markets. The brightening
economic environment and the recovery in stock prices cannot hide the fact that many
problems remain unsolved and that the far-reaching consequences of the crisis have yet to
be overcome. In the meantime, the global economic recovery will remain fragile.
In this environment VZ Group generated a sound result: net profit reached CHF 60.0
million, corresponding to a 10.6% increase relative to the previous year. The foundation
of this success is the unbroken demand for our services: there was once again a significant
rise in the number of clients seeking consultations at one of our 26 branch offices in
Switzerland and in Germany, and the net inflow of new money increased substantially.
The strong interest in our new management services is particularly welcome: it confirms we
are on the right track with our innovations that create tangible added value for our clients.
Increasing regulation
2013 saw increasing red tape and the introduction of a large number of new laws governing the financial sector. Amendment of the Swiss Collective Investment Act (Kollektivanlagengesetz) means financial service providers are required to draw up more formal
records of their consultations. Enactment of the amended Swiss Stock Exchange and
Securities Trading Act (Börsen- und Effektenhandelsgesetz) has tightened the statutory
criminal provisions, primarily relating to insider trading. Following lengthy negotiations,
the USA and Switzerland reached agreement on the simplified implementation of FATCA
(Foreign Accounts Tax Compliance Act). This agreement will have to be implemented
by mid 2014. In addition, a new financial market directive is currently being drawn up
within the EU region (MiFID II) which will also have repercussions for Swiss financial
institutions.
Some of the new requirements also affect VZ Group. We have already brought part of our
processes into line with the new conditions. Further adjustments will be made during the
current year in order to ensure all requirements are met in good time. While these adjustments are generating considerable costs, they are also raising the quality of our services
and increasing transparency for our clients.
For many Swiss banks, the dispute with the US tax authorities constitutes a major
challenge. Within our group, the negotiated solution affects our banking activity. However, VZ Depository Bank will not be taking part in Category 2 of the tax programme,
because it excluded US citizens as clients from the very outset. For this reason there was
no need to make any provisions for latent costs arising out of such client relationships.
In overall terms, increasing regulation will have very little impact on the development of
VZ Group.
8
Comments on the results
Annual report 2013 VZ Group
Total revenues
+11.7%
Management fees
+15.8%
Banking revenues
+0.7%
Consulting fees
–3.1%
Costs
+13.3%
In the year under report VZ Group saw its operating revenues increase 11.7% relative to
the previous year to reach CHF 171.1 million. During the first half of the year revenues
rose 18.2% on a year-on-year basis. In absolute terms we were also able to increase revenues during the second half of the year – both in comparison with the first half of the year
as well as in year-on-year terms. At 6.1%, earnings growth was lower during the second
half of the year than during the first half. This was because revenue growth had been
exceptionally strong during the same period of the previous year. Around 91% of our
revenues are generated by the private client segment.
The major share of the management fees is linked to the volume of the assets under management. In 2013 the value of the assets under management increased from
CHF 10.1 billion to reach CHF 12.1 billion, corresponding to an increase of 20.2%.
The rise was attributable above all to the net inflow of new money, which grew from
CHF 1.3 billion to CHF 1.7 billion in year-on-year terms. The deviation between
the growth in management fees and the growth in assets under management is mainly attributable to the above-average demand for the newly-launched and standardised
portfolio management mandates with flat-rate fees and for the securities portfolio
management mandates without fee based consultation in the second half of the year.
Banking revenues developed significantly less strongly than management fees. In fact, they
increased by only 0.7% to reach CHF 21.6 million. Above all, persistently low interest
rates continue to dampen growth in this category. At the same time, flat-rate fees for the
new portfolio management services generated lower average revenues from commissions,
as the flat-rate fee covers all transaction costs.
In 2013 the number of consultancy projects remained broadly the same as in the previous
year. However, the fees charged declined by –3.1% to CHF 15.2 million. This decline
was due above all to the fact that an increasing number of clients seeked consultation on
investment topics. We are able to charge only part of the cost of such consultations if they
constitute a preliminary service leading to a portfolio management mandate or another
management service. As before, most consultancy projects are related to retirement or
estate planning, and the fees for such consultations remained stable. During the course
of the year the mix of consultancy topics shifted in favour of investment topics, and this
trend is likely to continue.
Operating expenses increased 13.3% relative to the previous year to reach a total of
CHF 94.4 million. Costs rose 13.9% during the first half, and by 12.7% in the second. Even
if the rise during the second half of the year was less pronounced, costs rose more strongly
over the whole of the year under report than had been anticipated. There are two reasons
for this: firstly, the growing number of new clients pushes costs higher. In order to advise
and support more clients, we need more employees. Investment in recruitment, training
and further training results in higher personnel costs, while the additional expenses for
workplaces and information technology are reflected in other costs. Secondly, additional
costs were incurred for a variety of projects during the year under report. We have expanded our financial portal for the Swiss market and made the necessary modifications for a
successful rollout in Germany. Moreover, we also opened the first financial portal lounge
Annual report 2013 VZ Group
Comments on the results
9
at our head offices in Zurich. The development of our occupational benefit scheme for
companies as well as further projects associated with the development of new services also
incurred additional costs. In the medium term, all of these costs will lead to higher revenues
and therefore constitute important investments in VZ Group’s future.
70 additional jobs
During the year under report we created around 70 new jobs in net terms in order to
manage growing business volumes and to launch new initiatives. As a result, the workforce
increased by 11.8% to reach a total of 674 employees by the end of 2013.
One of the key drivers for the success of our business model is the number of employees with
client responsibility. In 2013 we were able to expand our capacities in line with expectations: the number of full-time equivalent employees (FTE) on the financial consulting side
rose by around 14% in 2013 to an average of 90 FTE. We are looking to expand the circle
of financial consultants by a similar factor in 2014, and are planning an average figure of
103 FTE. The training of financial consultants is a very challenging and time-consuming
process. On average, it takes around two years of in-house training before new consultants
have attained the personal and professional qualifications required to advise and support
clients. We recruit graduates directly from universities and universities of applied sciences
as well as young professionals who started their careers in the financial sector.
VZ occupational
benefits for
companies
vzfinanzportal.ch
expands
vzfinanzportal.de
successfully launched
10
Comments on the results
At the end of 2013 we launched a new occupational benefit scheme for companies. This
combines pension fund schemes, sickness benefits as well as basic and supplementary
accident insurance in a single package. Because VZ bundles the risks and keeps administrative costs low, the premiums for this comprehensive package are very attractive. In
addition, we are able to reduce the administrative burdens on companies, as they have a
single contact partner for their pension fund schemes and all personnel insurance policies.
The new solution allows small and medium-sized enterprises to make substantial savings
while increasing net salaries and future old-age pensions.
We further expanded the services available from vzfinanzportal.ch in 2013. They now
include pension provisioning (pillar 3a), rule-based saving and investment services based
on ETF as well as mortgages and insurance. As a pilot project, we opened a financial portal lounge in January 2013. At this lounge, private investors can participate in workshops
and obtain information about how to make the financial portal work best for them. The
concept has proven successful, and we are planning to establish further lounges. The next
one will be opening in the coming months in Berne.
We also launched our online services in Germany: www.vzfinanzportal.de went online
in December 2013. Services for German clients encompass rule-based investment services
based on ETF or on individual stocks. While these services are directed primarily at our
core segment of private individuals aged 50 or over, they are also attractive for a younger
demographic.
Annual report 2013 VZ Group
Balance sheet total
tops CHF 1.4 billion
13% higher
dividend
Outlook for
VZ Group
Relative to 31 December 2012 the balance sheet total rose significantly last year, namely
by 40.7% to around CHF 1.46 billion. The most important reason for this growth was
the sharp rise in the number of new clients with deposits that are recognised in the balance
sheet: an increasing number of clients use services associated with cash deposits. When it
comes to growth in our revenues, the balance sheet total plays a subordinate role. In order
to minimise our balance sheet risks, we deliberately do not target higher returns from activities based on interest margin. VZ Group’s core capital ratio is 28.9%, which remains
substantially above the average for the sector.
The Board of Directors is proposing to raise the dividend from CHF 2.65 to CHF 3.00
per share. This means the distributed dividend corresponds to 40% of net profit (previous year: 39%). As in previous years, the retained profit will be used to finance organic
growth.
The market for our services is far from being saturated, and demand remains strong. We
are determined to expand our business still further by developing innovative services that
produce tangible benefits for clients, as well as by steadily extending our consultancy capacity. Therefore we are expecting revenues and profits to increase further in the current year.
Annual report 2013 VZ Group
Comments on the results
11
I found out how to invest my money more successfully at the workshop. Now I understand,
for example, exactly how ETFs work, and how to pick the right moment to enter or exit an
investment on the basis of price trends. We explored hands-on what we heard, using real
data. Of course, things will stick more easily that way than if we were only listening.
Erich Reithaar, participant at the workshop «Rule-based investment»
CORPORATE GOVERNANCE
Group structure and shareholders
Page 19
Capital structure
Page 22
Board of Directors
Page 25
Executive Board
Page 31
Compensation, shareholdings and loans
Page 33
Shareholders’ participation rights
Page 36
Changes of control and defence measures
Page 38
Auditors
Page 38
Information policy
Page 39
15
BOARD OF DIRECTORS
From left to right:
Roland Iff, Fred Kindle, Matthias Reinhart, Dr. Albrecht Langhart
Detailed information on the members of the Board of Directors can be found on pages 25 and 26.
16
Corporate Governance
Annual report 2013 VZ Group
EXECUTIVE BOARD
Front row (from left to right):
Matthias Reinhart, Tom Friess, Lorenz Heim, Giulio Vitarelli, Peter Stocker, Urs Feldmann, Rolf Biland1,
Stefan Thurnherr, Marc Weber
Back row (from left to right):
Conradin Ragettli1, Philipp Marti, Thomas Metzger1, Thomas Schönbucher, Roland Bron1
Detailed information on the members of the Executive Board and the extended Executive Board can be found
on pages 31 and 32.
1 Members of the extended Executive Board
Annual report 2013 VZ Group
Corporate Governance
17
CORPORATE GOVERNANCE
Effective corporate governance ensures fairness and transparency vis-à-vis all stakeholders,
in particular vis-à-vis shareholders. VZ Group is committed to protecting the interests of
shareholders and to disclosing all relevant information.
VZ Holding Ltd’s standards and principles are in accordance with Swiss and international
requirements for good corporate governance. VZ Group’s Code of Conduct describes
the values, objectives and behaviour that serve as a guideline for all employees within the
Group. This Code of Conduct can be downloaded from www.vzch.com.
Best Practice
The information in this section is based upon VZ Holding’s articles of association and
SIX Swiss Exchange’s directives. The information is structured according to the SIX
«Corporate Governance Directive» and Economiesuisse’s «Swiss Code of Best Practice».
Current
In March 2013, the Swiss voters adopted the so-called «initiative against rip-off». The
claims of the initiators have been translated into the «Swiss Ordinance against Excessive
Compensation in Listed Stock Companies» (VegüV), which has been in force since
1 January 2014. In particular, VegüV bans severance packages, advance payments or
commissions for the acquisition or transfer of businesses with immediate effect. As far as
VZ Group is concerned, none of its compensations fall into one of these categories.
developments:
VegüV
The Board of Directors will amend VZ Holding Ltd’s articles of association in accordance
with the VegüV pursuant to the transitional provisions. In this revision, the reorganisation
of the Board of Directors will also be taken into account (details see «Board of Directors»
on page 25). VZ Holding’s shareholders will vote on the revised articles of association at
the 2015 annual general meeting. Conforming to VegüV, the shareholders will already
vote at the annual general meeting held in April 2014 on the election of the Chairman of
the Board, the members of the new Compensation Committee and the independent proxy.
All information on the Board of Directors and VZ Holding Ltd’s compensations in this
report refers to 31 December 2013. No account is taken of developments after this date.
Regulations
18
Corporate Governance
VZ Group is subject to the Swiss Financial Market Supervisory Authority (FINMA).
VZ Depository Bank is licensed to operate as a depository bank and securities trader.
The German subsidiary VZ VermögensZentrum GmbH in Munich reports to the German Federal Financial Super­visory Authority and to the Deutsche Bundesbank.
Annual report 2013 VZ Group
Group structure and shareholders
Group structure
VZ Group encompasses the following legally-independent companies:
VZ Holding Ltd
VZ VermögensZentrum Ltd
VZ Vorsorge Ltd
VZ Depository
Bank Ltd
VZ Insurance
Services Ltd
VZ VermögensZentrum GmbH
HypothekenZentrum Ltd
VZ Asset
Management Ltd
VZ VersicherungsZentrum Ltd
VZ Portfolio
Services Ltd
VZ Corporate
Services Ltd
Früh & Partner
Vermögensverwaltung Ltd1
1 VZ Holding holds 40 percent of Früh & Partner Vermögensverwaltung Ltd‘s capital an 51 percent of the voting rights.
Listed company
VZ Holding Ltd (Zurich) is the only listed company within the scope of consolidation.
Its entire share capital is listed on SIX Swiss Exchange’s main segment (securities number
2820083, ISIN CH0028200837). The market capitalisation as at 31 December 2013
amounted to CHF 1’331 million.
Non-listed
VZ Group has expanded its scope of consolidation in the 2013 financial year. VZ Vorsorge
Ltd has been added as a new subsidiary. In addition, VZ Holding Ltd has acquired 100%
of the shares of eHypo Ltd from its subsidiary HypothekenZentrum Ltd as of 1 January
2013. On 11 January 2013, eHypo Ltd has been renamed VZ Corporate Services Ltd.
companies
The scope of consolidation now comprises the following subsidiaries (unless stated otherwise VZ Holding Ltd is the sole shareholder of these companies):
VZ VermögensZentrum Ltd, Zurich
Financial consulting and wealth management for private clients in Switzerland.
Share capital: CHF 2’000’000.
VZ VermögensZentrum GmbH, Munich
Financial consulting and wealth management for private clients in Germany.
Authorised capital: EUR 3’820’945.
HypothekenZentrum Ltd, Zurich
Management of mortgages and transfer of mortgages to institutional investors.
Share capital: CHF 250’000.
VZ Asset Management Ltd, Zug
Investment research as well as consulting and management mandates from institutional
clients. Share capital: CHF 400’000.
Annual report 2013 VZ Group
Corporate Governance
19
VZ Depository Bank Ltd, Zurich
Securities and currency transactions as well as portfolio advisory for private portfolio
management clients and institutional inves­tors; provision and purchasing of mortgage
credits; sureties and guarantees for clients who have deposited assets at VZ Depository
Bank as collateral for these sureties and guarantees.
Share capital: CHF 30’000’000.
In January 2014, VZ Depository Bank’s share capital has been increased to CHF
45’000’000.
VZ Insurance Services Ltd, Zurich
Risk management consulting as well as insurance and pension fund management for corporate clients. Share capital: CHF 100’000.
VZ VersicherungsZentrum Ltd, Zurich
Management of insurance portfolios for private clients.
Share capital: CHF 100’000.
VZ Portfolio Services Ltd, Zurich
IT services for banks and wealth managers.
Share capital: CHF 100’000.
VZ Corporate Services Ltd, Zurich
IT, marketing, HR, accounting and controlling services for VZ Group companies.
Share capital: CHF 100’000
VZ Holding Ltd has acquired 100% of the shares of eHypo Ltd retroactively as of
1 January 2013. The company has been renamed VZ Corporate Services Ltd on
11 January 2013. Prior to that, eHypo Ltd had been a subsidiary of HypothekenZentrum
Ltd.
VZ Vorsorge Ltd, Zurich
Consulting and management services for as well as management of investment foundations, pension funds and other institutions providing occupational benefit schemes.
Share capital: CHF 100’000
Subsidiary with a majority of voting rights:
Früh & Partner Vermögensverwaltung Ltd, Zug
Financial consulting and wealth management for enterpreneurs in Switzerland.
VZ Holding Ltd holds 40% of Früh & Partner Vermögensverwaltung Ltd’s share capital
and 51% of the voting rights.
Share capital: CHF 250’000.
VZ Group does not hold any other participations. The Board of Directors has decided
to acquire a minority holding in Dufour Capital Ltd, Zürich, in the 2014 financial year.
20
Corporate Governance
Annual report 2013 VZ Group
Major shareholders
The Swiss Stock Corporation Act stipulates that shareholders disclose their shareholdings
if they rise above or fall below certain thresholds. This is designed to ensure that material
changes in ownership and voting rights are transparent for all market participants.
Matthias Reinhart, founder and Chief Executive Officer of VZ Group, holds a majority
of 60,79% of all shares both directly and indirectly (indirectly through Madarex Ltd,
a company he controls). In addition to Matthias Reinhart, four institutional investors
controlled more than 3% of the voting rights as of 31 December 2013: UBS Fund Management (Switzerland) AG (Basel), DWS Investment GmbH (Frankfurt), FIL Limited
(Bermuda) and Capital Group Companies, Inc. (USA). While Migros-GenossenschaftsBund reduced its holding below 3% in June 2013, FIL Limited (Bermuda) passed the
reportable 3% threshold in November 2013. All relevant notifications are published on the
website of the SIX Swiss Exchange’s disclosure office (www.six-exchange-regulation.com/
obligations/ disclosure/major_shareholders_de.html).
Shareholders on 31.12.2013
Matthias Reinhart (directly and indirectly)
60.79%
Other members of the Board of Directors
1.21%
Other members of the Executive Board
3.36%
VZ
employees1
0.51%
UBS Fund Management (Switzerland) AG
DWS Investment GmbH
FIL Limited
(reported on 9 November 2012)
(reported on 12 November 2010)
(reported on 6 November 2013)
Capital Group Companies, Inc.
(reported on 31 October 2012)
Free float/remainder
3.33%
3.06%
3.01%
3.00%
21.73%
1 Reported are only those shares of employees (including former employees) which are registered in the share
register and subject to a lock-up period. For additional information, please refer to the table on page 23.
There are no shareholder pooling agreements.
Cross-shareholdings
No cross-shareholdings exist.
Annual report 2013 VZ Group
Corporate Governance
21
Capital structure
Ordinary share capital
VZ Holding Ltd’s nominal share capital amounts to CHF 2 million, divided into 8 mil­lion fully paid-up registered shares with a nominal value of CHF 0.25 each. Each registred
share entitles its holder to one voting right.
Authorised and conditional capital
There is no authorised capital.
The conditional share capital is limited to CHF 40’000. This sum is available to enable the
members of the Board of Directors and employees of VZ Group at all levels of seniority to
exercise the option rights they have acquired within the framework of the participation plan.
For this purpose, VZ Group may issue a maximum of 160’000 fully paid-up registered shares
with a nominal value of CHF 0.25 each. The preferential subscription rights of the shareholders are excluded for this conditional capital increase. By the end of 2013, no shares were
issued out of the conditional share capital.
Acquisition of the registered shares by exercising option rights and the subsequent transfer
of the registered shares is subjected to the transfer restrictions described in the section
«Transfer restrictions» on page 23. The conditions for the issuance, including issue price,
date of dividend rights, type of contribution and the participation plan are set by the Board
of Directors. The shares may be issued at a price below the market price.
Changes in capital
All changes in capital in 2013 are attributable to share based management benefit programmes: 38’470 registered shares were bought by VZ Holding AG in 2013 (2012: 63’621),
and 105’383 registered shares were sold to VZ employees in connection with a share based
management benefit programme (2012: 62’150). VZ shares held by the company are
accounted for in the balance sheet at a value of TCHF 9’399 (2012: TCHF 14’117).
Further details are shown in the notes to the consolidated financial statements under
«Share capital and reserves» (pages 91 to 92). For the year 2011, please refer to the 2011
annual report, page 20.
Dividend payments
2013 20122011
Dividends in % (annual profit VZ Group)
40%
39%38%
Dividends in TCHF
1
23‘741
20‘84618‘874
Payment date
11.4.14
12.4.1320.4.12
1 The dividend payments are based on a dividend of CHF 3.00 per registered share proposed to the shareholders’
meeting of 4 April 2014. No dividend will be paid on treasury shares. Therefore, the actual amount paid out is
dependent on the number of treasury shares held by VZ Group on the payment.
Participation and profit-sharing certificates
There are no participation or profit-sharing certificates.
22
Corporate Governance
Annual report 2013 VZ Group
Restrictions on transferability and nominee registration in the share register
Transfer restrictions
69’547 registered shares are currently subject to lock-up agreements. Since 2012, only
shares related to the management benefit programme are locked-up. During the year
under report, 23’208 shares were allocated (2012: 24’356). As for all shares related to the
management benefit programme, the lock-up period is three years, ending in February
2016. Detailed information on the management benefit programme can be found in the
notes to the consolidated financial statements under «share based compensation» (pages
60 and 61) and under «management benefit programme» (pages 95 and 96).
Share register
The Board of Directors keeps a share register, where the name and address of each holder
and usufructuary of registered shares are registered. Entry in the share register is contingent upon proof that the share has been acquired for ownership or for the establishment
of a usufruct. Vis-à-vis the company, shareholders or usufructuaries shall be deemed to be
only those persons who are recorded in the share register. Upon request, a shareholder’s
voting rights shall be recorded in the share register, provided the shareholders explicitly
acknowledge to have acquired the shares in their own name and for their own account.
Locked-up shares as of 31.12.2013
until 24.2.2014
until 23.2.2015
until 23.2.2016
Total
Number
in %
Number
Number
Number
in %
Matthias Reinhart
1’241
0.02
1’197
0.01
1’153
0.01
3’591
0.04
Other members
of the Board of Directors
1’003
0.01
1’259
0.02
1’010
0.01
3’272
0.04
Other members
of the Executive Board
in %
in %
7’332
0.09
7’584
0.09
7’353
0.09
22’269
0.27
Employees
12’407
0.16
14’316
0.18
13’692
0.17
40’415
0.51
Total
21’983
0.28
24’356
0.30
23’208
0.29
69’547
0.86
Exceptions
No exceptions to these transfer restrictions shall be granted.
Nominees
The Board of Directors may register persons who hold shares in the name of third parties
(«nominees») up to 5% of the share capital stated in the Commercial Register as shareholders with voting rights. The Board of Directors may approve the entry of voting rights
exceeding 5% for nominees who disclose the name, address and number of shares of
those persons for whose account they hold 0.5% or more of the share capital stated in the
Commercial Register. With these nominees the Board of Directors concludes agreements
regarding notification requirements, representation of the shares and exercise of the voting
rights. If an entry in the share register was based on false information by the shareholder,
the company may cancel the entry after a hearing with the nominee. The shareholder
must be notified immediately after the cancellation. Each registered share entitles its
holder to one vote at the shareholders’ meetings. Changes to the statutory provisions and
restrictions on the transferability of shares are subject to the approval of two thirds of the
represented votes and the absolute majority of the represented nominal share values at the
shareholders’ meeting.
Annual report 2013 VZ Group
Corporate Governance
23
Convertible bonds and options
The share based management benefit programme provides options for VZ Group’s senior
employees. These options have a maturity of six years, and may be redeemed only in exchange for shares (subscription ratio 1:1). In addition, the options are blocked for a period
of three years and shall become worthless and lapse if their owners leave VZ Group within
this period. As at 31 December 2013 VZ Holding AG held 86’245 VZ shares. These shares
are designated for share allotments and options exercised by employees. By the end 2013
no shares were issued from the conditional capital.
In the first quarter of 2013 44’396 options were granted under this programme (2012:
46’194), whereof 43’652 were still outstanding on 31.12.2013. If these options are
exercised, 43’652 registered shares will be transferred. It has been possible to exercise
options since 2011. During the year under report a total of 82’077 options were exercised (2012: 36’758). Options outstanding under all option plans totalled 174’269 as at
31 December 2013. If all these options will be exercised, 174’269 options will be transferred.
Detailed information on the benefit programme including the exercise prices per option
plan is disclosed in the notes to the consolidated financial statements (page 60 to 61,
section «Share based payments» and page 95 to 96, section «Share based management
benefit programme»).
No convertible bonds were outstanding during the year under report.
24
Corporate Governance
Annual report 2013 VZ Group
Board of Directors
VZ Holding Ltd’s Board of Directors is responsible for the ultimate direction of the
Group and for the supervision and control of the Group Executive Board. It appoints
and monitors the members of the Group Executive Board and periodically revises and
signs off the Group’s strategy. It issues the necessary directives and guidelines and
determines the Group’s organisation and risk policy.
Throughout 2013, the Board of Directors comprised four people, and its composition,
functions and activities remained unchanged. Several changes are planned in the current
financial year. These changes will be submitted to the annual general meeting in April
2014:
Firstly, Matthias Reinhart resigns from the Board of Directors and focuses entirely on
managing the operations. With the end of his dual mandate as Chairman of the Board
and CEO, both his role as Delegate of the Board of Directors and the function of the
Lead Director become obsolete. A new Chairman and a Vice President shall assume these
responsibilities. The Board of Directors proposes to elect Fred Kindle, Lead Director since
2007, as new Chairman of the Board of Directors and intends to appoint Roland Iff as
Vice President.
Secondly, the Board of Directors plans to expand the board from four to five members and
recommends the election of Roland Ledergerber and Olivier de Perregaux as new members.
Thirdly, the Board of Directors introduces a Compensation Committee whose members
will be elected by the shareholders. With these changes, the Board of Directors complies
with the requirements of VegüV, which has been in force since 1 January (details can
be found under «Current developments: VegüV» on page 18). The Board of Directors
recommends Fred Kindle and Roland Ledergerber as members of the new Committee.
All information in this corporate governance report refers to the period from 1 January
to 31 December 2013.
Members of the Board of Directors
Name,
Year of birth,
Nationality
Function
Elected
(for the first
time/until)
Professional background, other activities, vested interests
and education
Matthias Reinhart,
born 1960,
CH
Chairman
and Delegate
of the Board
of Directors
1992
to 2014
Matthias Reinhart is responsible for the overall management of
VZ Group. Before he founded VZ in 1992, he spent five years as an
Associate and Engagement Manager at McKinsey & Co. in Zurich and
Chicago. He graduated in business administration at the University of
St. Gallen in 1986 (lic. oec. HSG).
Matthias Reinhart is the Chairman of the Board of Directors of all
VZ Group companies in Switzerland, and a member of the Foundation
Board of VZ Immobilien-Anlagestiftung, VZ Freizügigkeitsstiftung der
Zentralschweiz (VZ Real Estate Investment Foundation and VZ Vested
Benefits Foundation of Central Switzerland) and the Swiss Epilepsy
Foundation. He is also a member of the Board of Directors of Familie
Ernst Basler Ltd (Zollikon) and of Paul Reinhart Ltd (Winterthur) as
well as the sole proprietor and Chairman of the Board of Directors of
Madarex Ltd (Zug) and Madarex Immobilien Ltd (Zug).
Annual report 2013 VZ Group
Corporate Governance
25
(continuation)
Name,
Year of birth,
Nationality
Fred Kindle,
born 1959,
CH
Function
Lead Director
Elected
(for the first
time/until)
2002
to 2014
Professional background, other activities, vested interests
and education
Fred Kindle became partner of Clayton, Dubilier & Rice, a private
equity firm based in New York and London, in October 2008.
He managed ABB Group worldwide (2004 to 2008) before joining
CD&R. Prior to this, Mr Kindle served as CEO of Sulzer Ltd (2001–2004)
and Sulzer Industries, Switzerland (1999–2001). From 1992 to 1998 he
held a number of senior positions within Sulzer Group.
He had previously worked with McKinsey, New York and Zurich, and
Hilty Ltd, Liechtenstein, for several years. He graduated in engineering at the Swiss Federal Institute of Technology in Zurich, before
completing an MBA at the Northwestern University, Evanston, USA.
Within the framework of his activities at Clayton, Dubilier & Rice,
Fred Kindle is the Chairman of the Board of Directors of Exova Ltd.
(Edinburgh) and BCA (Blackbushe). In addition, he is Vice President
of the Board of Directors of Zurich Insurance Group (Zurich) and a
member of the Board of Directors of Stadler Rail Ltd (Bussnang).
As a non-executive member of the Board of Directors, Fred Kindle has
never been a member of the Executive Board of VZ Holding Ltd or
any of its group companies. He has no material business relationships
with the companies of VZ Group.
Dr. Albrecht Langhart, Member
born 1961,
of the
CH
Risk & Audit
Committee
2000
to 2014
Dr. Albrecht Langhart is a partner of Blum & Grob Rechtsanwälte Ltd
in Zurich (2005 to 2008 BLUM Rechtsanwälte). Prior to this he was
an associate and partner with various commercial law firms in Zurich
(1989 to 2005). Since 2000 he has served as an arbitrator at the VSV
Verband Schweizerische Vermögensverwalter (Association of Swiss
Asset Managers). He studied at the University of Zurich (lic. iur. 1986,
Dr. iur. 1993) and at the Queen Mary and Westfield College of the
University of London (Master of Laws, LL.M. European Law, 1993).
He was called to the bar of the Canton of Zurich in 1988.
Albrecht Langhart has been a member of the Board of Directors of
several VZ Group companies since 1996. As a non-executive member
of the Board of Directors, Albrecht Langhart has never been a member
of the Executive Board of VZ Holding Ltd or any of its group
companies. He advises VZ Group in legal matters in his capacity as a
partner of Blum & Grob Rechtsanwälte Ltd. Apart from this he does
not maintain any material business relationships with the companies
of VZ Group.
Roland Iff,
born 1961,
CH
Head of
Risk & Audit
Committee
2006
to 2014
Roland Iff is the Chief Financial Officer of Geberit Group. He joined
Geberit in 1993 as Head of Group Development. In mid 1995 he
was given responsibility for group management accountancy. From
1997 onwards he ran the Group Treasury. Roland Iff has been Chief
Financial Officer since 2005. Before joining Geberit, he spent six years
working for Mead Corporation in Zurich, Milan (IT) and Dayton (USA).
He graduated in business administration at the University of St. Gallen
in 1986 (lic. oec. HSG), majoring in finance and accountancy.
As a non-executive member of the Board of Directors, Roland Iff has
never been a member of the Executive Board of VZ Holding Ltd or of
any of its group companies. He does not maintain any material business relationships with the companies of VZ Group.
26
Corporate Governance
Annual report 2013 VZ Group
Other activities and vested interests
For detailed information please refer to «Members of the Board of Directors», pages 25
and 26.
Election and term of office
Election
The members of the Board of Directors are elected by the shareholders’ meeting for a term
of one year. In the year under report each member of the Board of Directors was individually re-elected. The term of office ends on the day of the next ordinary shareholders’
meeting. The first year of election is specified in the section «Members of the Board of
Directors» (page 25 and 26). There is no restriction on how often a member of the Board
of Directors may be re-elected.
Internal organisation
Tasks
­ he Board of Directors consists of three or more members. Decisions are taken by the
T
entire Board of Directors, based on the majority of the votes present. If a vote results in a
tie, the Chairman takes the final decision. Decisions may be taken in writing, if none of
the members requests a meeting.
The Board of Directors has formed the Risk & Audit Committee to support and approve
its decision-making. This subcommittee prepares decisions and puts forward motions to
the entire board. Given the small number of members, there is no need for a nomination
and compensation committee. The entire Board of Directors decides on nominations
and compensation, whereas Matthias Reinhart, Chairman and Delegate of the Board of
Directors, abstains from decisions affecting him.
Board of Directors
Pursuant to the Swiss Code of Obligations, VZ Holding Ltd’s articles of association and
internal organisational regulations, the Board of Directors has the following duties:
• the ultimate management of the company and the issue of the necessary directives
• the establishment of the organisation
• the structuring of the accounting system, financial controls and financial planning
• the appointment and dismissal of the persons entrusted with the management and
representation of the company
• the ultimate supervision of the persons entrusted with the management
• the drawing up of the company’s annual report
• the preparation of shareholders’ meetings and the execution of its resolutions
• the notification of the responsible legal authorities in the event of over-indebtedness
• the passing of resolutions relating to the subsequent payment of capital contributions on
shares which have not been fully paid-up, and the ensuing amendments to the articles
of association
• the passing of resolutions relating to the confirmation of capital increases and the
ensuing amendments to the articles of association
• the examination of the professional qualifications of the approved expert auditors or
state-supervised audit companies in those cases where such auditors or audit companies
are legally required.
• the decision on the formation, liquidation or acquisition of subsidiaries, branches and
offices
Annual report 2013 VZ Group
Corporate Governance
27
• the appointment and dismissal of the Chairman who also acts as Delegate of the Board
of Directors
• the appointment and dismissal of the members of the Group Executive Board and the
Delegate of the Group Executive Board
• the establishment of and amendments to the organisation’s regulations
• the establishment of and amendments to the Risk & Audit Committee’s regulations
• the decision on motions brought forward by the Risk & Audit Committee
• the ultimate supervision of the internal control system
Chairman
The Chairman of the Board of Directors has the following duties:
• the preparation of the agenda for the shareholders’ meetings and the meetings of the
Board of Directors
• the convening of the meetings of the Board of Directors
• the chairing of the shareholders’ meetings as well as the meetings of the Board of Directors
• the monitoring of the implementation of the decisions taken by the Board of Directors
• the maintenance of the share register
• the keeping of the company’s records, documents and minutes
Delegate
The direction and representation of the company shall reside with the Delegate of the
Board of Directors, subject to legal and statutory restrictions or other internal regulations.
Lead Director
The Board of Directors shall elect one of its non-executive members as Lead Director.
With regard to good corporate governance the Lead Director shall maintain a balanced
management and control within the Board of Directors. The Lead Director may convene
additional meetings of the Board of Directors, decide upon the Chairman’s participation
and chair specific agenda items whenever this is necessary to fulfil his supervision or controlling duties. When the Chairman of the Board of Directors is absent, the Lead Director
shall act upon his behalf.
Risk & Audit
The Risk & Audit Committee comprises at least two independent, qualified members of
the Board of Directors. The Chairman of the Board of Directors is not eligible for this
committee. The principal responsibilities of the Risk & Audit Committee are to oversee
the risk management, the accounting, the financial reporting as well as the compliance
with the applicable legal and regulatory rules and regulations. The Risk & Audit Committee monitors the efficiency of the company’s controlling system and oversees and coordinates the internal and external auditors’ activities. In the case of important decisions,
the Risk & Audit Committee presents the Board of Directors with its recommendations.
Committee
28
Internal auditors
In 2007 the Board of Directors mandated Bankrevisions- und Treuhand Ltd, (Zurich),
as internal auditors.
Mode of operation
Policies
The Board of Directors meets as often as business requires, at least three times per year as
a rule. The Risk & Audit Committee meets at least twice a year with regard to the financial
reporting. These meetings usually take half a day.
Corporate Governance
Annual report 2013 VZ Group
Mode of operation of the Risk & Audit Committee
The Head of the Risk & Audit Committee invites members of the Executive Board to
attend the committee meetings in order to report on their departments. Usually, the CFO
participates in these committee meetings.
Meetings held in 2013
Board of Directors: four meetings (as in 2012)
Risk & Audit Committee: two meetings (as in 2012)
As in the previous year, all members took part in all meetings.
Powers and responsibilities
The ultimate direction of the company as well as the supervision and control of the Executive Board lies with the Board of Directors. The board acts as a body, issues guidelines for
corporate policies and is briefed on the course of business on a regular basis. The Board of
Directors may delegate the management of the company, parts thereof or the representation
of the company to one or several of its members or to third parties. The Delegate of the
Board of Directors is the Group’s Chief Executive Officer. His powers are:
• the organisation, management and control of the company’s activities on the executive
level
• the nomination of members for the Executive Board, of the Deputy Chief Executive
Officer, Directors and authorised representatives
• the organisation, management and control of the accounting system, financial controls
and financial planning
• the preparation of decisions to be taken by the Board of Directors
Information and management accountancy instruments
The Delegate of the Board of Directors reports to the Board of Directors about the performance of the Group companies and the fulfilment of his tasks at least twice a year. He
may inform all of the members of the board in writing or orally on the occasion of a board
meeting. The Delegate also provides reports on the company’s financial situation to the
other members of the board on a quarterly basis, and unsolicited points out unforeseen
financial liabilities.
Irrespective of the regular reporting, the Delegate also immediately informs the members
of the board in writing about events that might have a substantial impact on the course of
business, such as in particular:
• planned changes in the Executive Board and the extended Executive Board
• events that might significantly impair the financial situation of Group companies (e.g.
impending lawsuits, an adverse balance or insolvency) or
• significant irregularities in the management of the company.
The Risk & Audit Committee reports to the Board of Directors twice per annum within
the context of board meetings.
Risk management
system
No business activity is free of risks, and financial institutions active in the balance sheet
business are exposed to particularly high risks. VZ Group avoids activities with an unfavourable risk/return ratio and enters a business field only if it has the human and technical
Annual report 2013 VZ Group
Corporate Governance
29
resources to adequately control the risks. VZ Group’s business activities entail above all
the following risks: counterparty and credit risks, market, liquidity and refinancing risks,
operational, regulatory and legal risks as well as reputational risks.
The overall responsibility for the risk management lies with VZ Group’s Board of Directors. It defines the risk policy, issues organisational, business and competence regulations
and draws up a risk analysis every year. The Risk Office is responsible for the ongoing risk
control, including the independent control and monitoring of all risks, while the Legal &
Compliance office is responsible for risks of legal and regulatory nature. The Risk Office
draws up a bi-annual risk report, Legal & Compliance an annual activity report to the attention of the Board of Directors’ Risk & Audit Committee. Additional information is set
out in the notes to the consolidated accounts (pages 66 to 75, section «Risk management»).
Internal audit
The internal audit draws up an annual audit plan, based upon a risk-oriented multi-year
plan. The audit fields are based primarily upon the statutory requirements for audit obligations. In addition, the Board of Directors may define further fields. When planning
the audits, the internal audit shall coordinate with the external audit and shall make its
audit results available to the external audit. The Risk & Audit Committee shall approve
the annual audit plan at the latest on the occasion of the first ordinary meeting of the
Risk & Audit Committee of the current year. The internal audit shall inform the Risk & Audit Committee, the delegates of the Board of Directors and the managers of the audited
units in writing about the results of its audits. At the start of the year the internal audit
shall furthermore draw up a report on its activities in the past year. In order to enable the
internal audit to perform its duties, it has an unlimited right to conduct audits within
VZ Group.
Right to request
Insofar as this is necessary for the fulfilment of their duties, each member of the Board of
Directors may inspect the financial records and documents, and may demand information
from the Delegate of the Board of Directors about the performance of the business and
about individual transactions. If the Delegate rejects a request for information, for a hearing
or an inspection, then this shall be decided by the Board of Directors.
information
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Annual report 2013 VZ Group
Executive Board
The Executive Board consists of an Executive Board and an extended Executive Board.
The Executive Board is responsible for the management of the entire company. Together with the Board of Directors the Executive Board is responsible for developing the
business strategy. The extended Executive Board consists of the Executive Board and
additional appointed senior managers of the subsidiaries. At the request of the Executive
Board, the Chief Executive Officer nominates additional members to the extended
Executive Board who are not already members of the Executive Board. The members
of the extended Executive Board help the Executive Board fulfil its responsibilities. In
particular, they contribute their knowledge of the fields in which they are responsible and
active.
The section «Compensation, participations and loans» (pages 33 to 36) relates to the
members of the Executive Board.
Members of the Executive Board
Name,
Year of birth,
Nationality
Function
Professional background
Matthias Reinhart,
born 1960,
CH
Chief Executive Officer
VZ Group
See details under Board of Directors
1992
Giulio Vitarelli,
born 1971,
CH
Chief Executive Officer
VZ VermögensZentrum Ltd,
Switzerland
Master of law (lic. iur.)
Entry: 1998
2002
Thomas Schönbucher,
born 1973,
CH
Deputy CEO
VZ VermögensZentrum Ltd,
Switzerland
Master of business administration (lic. oec. HSG)
Entry: 2000
2012
Tom Friess,
born 1968,
CH
Managing Director
Germany
Degree in business administration (HWV)
Bank Vontobel, Swiss Invest (Argentina)
Entry: 1996
2000
Marc Weber,
born 1976,
CH
Managing Director
VZ Depository Bank
MAS in Bank Management
Vaudoise Versicherungen
Entry: 1999
2008
Peter Stocker,
born 1967,
CH
Managing Director
Asset Management
Degree in business administration (HWV)
Alpina Versicherungsgesellschaft
Entry: 1995
1998
Lorenz Heim,
born 1968,
CH
Managing Director
HypothekenZentrum
Schweizerischer Bankverein
Entry: 1994
1999
Stefan Thurnherr,
born 1964,
CH
Managing Director
VZ Insurance Services
Degree in business administration (HWV)
Neuenburger Versicherung, Winterthur Versicherung
Entry: 1993
1998
Annual report 2013 VZ Group
Member of the
Executive Board since
Corporate Governance
31
Members of the Executive Board (continuation)
Name,
Year of birth,
Nationality
Function
Professional background
Member of the
Executive Board since
Urs Feldmann,
born 1967,
CH
People Development &
Recruiting, Managing
Director Central Switzerland
Degree in business administration (HWV)
CSS Versicherung, Elvia Versicherung
Entry: 1996
2000
Philipp Marti,
born 1970,
CH
Chief Financial Officer
Master of business administration (lic. oec. HSG)
Schweizerische Bankgesellschaft,
Schweizerische Kreditanstalt
Entry: 1999
2002
Members of the extended Executive Board
Name,
Year of birth,
Nationality
Function
Professional background
Member of the
extended
Executive Board since
Rolf Biland,
born 1962,
CH
Chief Investment Officer
Credit Suisse Group
Aargauische Pensionskasse
Entry: 2001
2009
Thomas Metzger,
born 1970,
CH
Head of
Key Clients Switzerland
Degree in business administration (SGMI)
Patria Lebensversicherungen
Entry: 1994
2009
Roland Bron,
born 1968,
CH
Managing Director
Western Switzerland
Master of economics (lic. rer. pol.)
Entry: 1997
2012
Conradin Ragettli,
born 1969,
CH
Chief IT Officer
Graubündner Kantonalbank
Entry: 1994
2009
Other activities and vested interests
• Stefan Thurnherr is Chairman of the Foundation Boards of VZ Freizügigkeitsstiftung, VZ Freizügigkeitsstiftung der Zentralschweiz, VZ Sammelstiftung, VZ Anlagestiftung, VZ Vorsorgestiftung 3a and VZ BVG Sammelstiftung (VZ Vested Benefits
Foundation, VZ Vested Benefits Foundation of Central Switzerland, VZ Collective
Foundation, VZ Investment Foundation, VZ Pension Foundation 3a and VZ LPP
Collective Foundation) as well as a member of the Board of Directors of the Worldwide Broker Network (WBN), London.
• Rolf Biland is Chairman of the Foundation Board of VZ Immobilien-Anlagestiftung
as well as a member of the Foundation Boards of VZ Freizügigkeitsstiftung, VZ Freizügigkeitsstiftung der Zentralschweiz, VZ Sammelstiftung, VZ Anlagestiftung, VZ
Vorsorgestiftung 3a and VZ BVG Sammelstiftung (VZ Real Estate Investment Foundation, VZ Vested Benefits Foundation, VZ Vested Benefits Foundation of Central
Switzerland, VZ Collective Foundation, VZ Investment Foundation, VZ Pension
Foundation 3a and VZ LPP Collective Foundation).
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Corporate Governance
Annual report 2013 VZ Group
• Philipp Marti is a member of the Foundation Board of VZ Immobilien-Anlagestiftung
(VZ Real Estate Investment Foundation) as well as a board member of the Zurich
Trading Association (Verbands Zürcher Handelsfirmen VZH).
• Urs Feldmann is Managing Director of VZ Immobilien-Anlagestiftung as well as a
member of the Foundation Boards of VZ Freizügigkeitsstiftung and VZ Freizügigkeitsstiftung der Zentralschweiz (VZ Real Estate Investment Foundation, VZ Vested
Benefits Foundation and VZ Vested Benefits Foundation of Central Switzerland).
• Lorenz Heim is a member of the Foundation Board of HIG Immobilien-Anlagestiftung, VZ Immobilien-Anlagestiftung, VZ Anlagestiftung, VZ Freizügigkeitsstiftung,
VZ Freizügigkeitsstiftung der Zentralschweiz, VZ Sammelstiftung, VZ Vorsorgestiftung 3a and VZ BVG Sammelstiftung (VZ Real Estate Investment Foundation, VZ
Investment Foundation, VZ Vested Benefits Foundation, VZ Vested Benefits Foundation of Central Switzerland, VZ Collective Foundation, VZ Pension Foundation 3a
and VZ LPP Collective Foundation).
• Thomas Metzger is a member of the Foundation Board of VZ Freizügigkeitsstiftung,
VZ Sammelstiftung, VZ Anlagestiftung and VZ Vorsorgestiftung 3a (VZ Vested Benefits Foundation, VZ Collective Foundation, VZ Investment Foundation and VZ
Pension Foundation 3a).
The activities and vested interests of Matthias Reinhart are listed in the Board of Directors
section.
The members of the Group Executive Board do not hold any public or political office.
Changes during the reporting period
There were no changes during the period under report.
Management contracts
There are no management contracts.
Compensation, shareholdings and loans
Responsibility
Each year the Board of Directors decides on the compensation of its members and of the
members of the Group Executive Board. The Board of Directors is also responsible for
the compensation and participation programmes. VZ Group does not engage external
consultants to determine the level of compensation, participations and loans.
Board of Directors
Determination
procedure
The Board of Directors determines its own compensation each year. The level of compensation is in line with the compensation for boards of directors of comparable listed
companies. Each non-executive member receives a basic compensation. An additional sum
is determined to remunerate additional duties, such as for example chairmanship of or work
on the Risk & Audit Committee. The additional sum amounts to between 25 and 50%
Annual report 2013 VZ Group
Corporate Governance
33
of the basic compensation. The compensation of the Chairman of the Board of Directors
and Delegate of the Board of Directors is proposed by the Lead Director, and approved
by the entire Board of Directors, whereby the Chairman of the Board of Directors and
Delegate of the Board of Directors abstains from voting.
Payment
The members of the Board of Directors are compensated in shares. These shares are
subject to a three year lock-up period. The subscription price corresponds to the weighted
average price of the shares traded during the month of January in the year following the
compensation period.
Compensation
No agreement exists for compensation to be provided for departing members of the
Board of Directors.
for departing
Executive Board
Determination
procedure
Bonus
The Chairman of the Executive Board determines the overall compensation for each
member of the Executive Board annually. This is then approved by the Board of Directors.
The compensation is based on the average for the banking and financial sector, derived
from the current survey of executive salaries in Switzerland. The compensation of the
Chairman of the Board of Directors and Delegate of the Board of Directors is proposed by
the Lead Director, and approved by the entire Board of Directors, whereby the Chairman
of the Board of Directors and Delegate of the Board of Directors abstains from voting.
The compensation paid to the members of the Executive Board consists of a fixed basic
salary and a performance-related remuneration (bonus). The performance-related component is linked to the Group result and the results of the individual performance
appraisal. The first component is dependent upon revenue and profit growth at Group
level, each of which are given a 50% weighting. The Board of Directors defines these
targets each year in advance. The individual component for each member of the Executive Board is dependent upon the targets for his/her areas of responsibility, determined
by the Chairman of the Executive Board each year in advance.
The Group result and the individual target fulfilment each account for 50% of the target
bonus for all members of the Executive Board. The target bonus shall be deemed to have
been achieved if both the Group targets as well as the individual targets are fulfilled.
Depending upon seniority, the target bonus corresponds to between 25 and 43% of the
fixed basic salary. In relation to the total compensation, this amounts to at least 20%
and no more than 30% of the fixed basic salary.
If the Group or individual targets have not been achieved, the Board of Directors may
reduce or suspend the corresponding bonus components. If both the Group targets as
well as the individual targets are exceeded, the bonus will be increased proportionately;
however, it is capped. Depending upon seniority, the maximum bonus amounts to between
63 and 100% of a fixed basic salary.
The Board of Directors may approve exceptions to these bonus arrangements.
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Annual report 2013 VZ Group
Management benefit
programme
Severance packages
Within the framework of the management benefit programme, 50% of the bonus shall
be paid out in the form of locked-up shares. Members of the Executive Board may opt to
draw more shares; the maximum share ratio is 75%. The subscription price corresponds
to the weighted average price of the shares traded between 1 and 15 January in the year
following the bonus period. The shares are subject to a three year lock-up period, which
shall remain in force even if the share owner leaves VZ Group before the lock-up period has
expired. At the same time, members of the Executive Board shall receive two free options
per share subscription to acquire two additional shares. The strike price of the option is
125% of the subscription price of the underlying security. The options have a maturity of
six years, and may only be exchanged for shares; a cash settlement is excluded. In addition,
the options are locked-in for three years, and shall become worthless if the owner leaves VZ
Group within this period. Options are valued using the customary Black Scholes model.
Further informations about the management benefit programme including the exercise
prices, lock-up periods and maturities of each option plan are disclosed in the notes to
the consolidated accounts (pages 95 and 96, section «Management benefit programme»).
VZ Group does not foresee any severance packages for departing members of the
Executive Board.
Compensation of acting board members
The compensation paid by VZ Holding Ltd and its subsidiaries to the Board of Directors
for the 2013 financial year amounted to TCHF 125 (2012: TCHF 125). Matthias
Reinhart’s compensation as Chairman and Delegate of the Board of Directors is not included in this figure. His compensation is disclosed in combination with the compensation
for executives.
In the year under report, not all targets at Group level have been met. The individual target
attainment of the members of the Executive Board varied significantly. The compensation
paid to the Group Executive Board totalled TCHF 5’253 (2012: TCHF 4’996). This sum
comprises the fixed basic salary (including pension fund contributions paid by the employer) as well as bonus payments for the 2013 financial year. 64% of the compensation
was paid as fixed basic salary. Further details are disclosed in the notes to the financial
statements (pages 116 and 117, section «Compensations»).
Compensation of former board members
All board members are still active. Therefore, there were no compensations of former
board members.
Allocation of shares and options in the year under report
During the year under report, shares and options were allocated to the Board of Directors
and the Group Executive Board as compensation for their work in the year 2012. The
compensation in shares and options for the year 2013 will be allocated in March 2014.
The following shares were allocated in 2013 (the shares and options allocated to Matthias
Reinhart are included in the Executive Board allocations):
• Board of Directors: 1’010 shares (compensation in shares for the year 2012). For the
Annual report 2013 VZ Group
Corporate Governance
35
year 2011, 1’259 shares were allocated in 2011. The members of the Board of Directors
are excluded from the option plans.
• Group Executive Board: 8’506 shares and 17’012 options (compensation in shares for
the year 2012). For the year 2011, 8’781 shares and 17’562 options were allocated in
2012.
Shareholdings
As at 31 December 2013 Matthias Reinhart owned 60.79% of the shares and voting rights
(directly and indirectly). The other members of the Board of Directors held 1.21%. The
members of the Group Executive Board owned 3.36% of the shares and voting rights.
Options
Options on shares are granted in connection with the share based management benefit
programme (also see page 24, section «Convertible bonds and options»). The benefit programme includes executive members of the management only; the non-executive members
of the Board of Directors are not eligible for options under this programme. The members
of the Group Executive Board including Matthias Reinhart held a total of 70’694 options
as at 31 December 2013 (2012: 93’724).
Additional fees and compensation
Legal fees totalling TCHF 170 were paid in 2013 to Blum & Grob Rechtsanwälte (2012:
TCHF 327). Blum & Grob is represented by Dr. Albrecht Langhart, member of the Board
of Directors of VZ Group. These services are charged at market rates. VZ Group also
acquires further goods and services from companies with which members of the Board of
Directors are associated. The scope of these services does not impair the independence of
the members of the Board of Directors. Additional information is set out in the notes to
the consolidated accounts (page 93 to 94, section «Related party disclosures»).
Loans
As at the end of 2013 there were no outstanding loans to members of the Board of Directors
or the Group Executive Board.
Highest compensation
Matthias Reinhart, Chairman and Delegate of VZ Holding Ltd, received compensation
of TCHF 871 for 2013 (2012: TCHF 852). This amount comprises a fixed basic salary
(including pension fund premiums paid by the employer) and a bonus for the business
year 2013.
Shareholders’ participation rights
Restrictions on voting rights and representation
The Board of Directors keeps a share register, where the name and address of each holder
and usufructuary of registered shares are registered. Each share listed in the share register
entitles the holder to one vote. Entry in the share register is contingent upon proof that
the share has been acquired for ownership or for the establishment of a usufruct. Vis-à-vis
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Corporate Governance
Annual report 2013 VZ Group
the company, shareholders or usufructuaries shall be deemed to be only those persons who
are recorded in the share register. Further information about the registration conditions
is set out in the section «Restrictions on transferability and nominee registration in the
share register» on page 23.
If an entry in the share register was based on false information by the shareholder, the
company may cancel the entry after a hearing with the nominee. The shareholder must be
notified immediately after the cancellation.
Changes to the statutory provisions and restrictions on the transferability of shares are
subject to the approval of two thirds of the represented votes and the absolute majority of
the represented nominal share values at the shareholders’ meeting.
Shareholders may only exercise their voting rights if they are recorded as shareholders
with voting rights in the share register of VZ Holding Ltd. The treasury stock of VZ Holding Ltd does not confer voting rights.
No exemptions to these provisions were granted during the year under report.
The rules pertaining to participation at the shareholders’ meeting correspond to the rules
of the Swiss Code of Obligations.
Quorums pursuant to the articles of association
The conversion of registered shares into bearer shares as well as the liquidation and dissolution of the company are only possible with the consent of the shareholders’ meeting.
The minimum quorum required is two thirds of the represented voting rights as well as
the absolute majority of the nominal share value represented.
All other arrangements correspond to the provisions of Art. 703 and 704 of the Swiss Code
of Obligations.
Convening shareholders’ meetings
VZ Group’s procedures to convene the shareholders’ meetings are in line with the provisions of the Swiss Code of Obligations.
Agenda
The agenda for the shareholders’ meetings is set by the Board of Directors. Shareholders
who individually or collectively represent shares with an aggregated value of at least 1%
of the total share capital may submit proposals to be put on the agenda. The request must
be submitted to the Board of Directors in writing, including a proof of the number of
shares represented. Such a request must be received by the Board of Directors at least
45 days prior to the shareholders’ meeting.
Entry in the share register
The Board of Directors sets the deadline for entries in the share register and notifies the
shareholders in the invitation to the annual general meeting. As a rule, the share register
closes three days prior to the annual general meeting.
Annual report 2013 VZ Group
Corporate Governance
37
Changes of control and defence measures
Mandatory public take-over offer
The articles of association do not include an «opt-out» or «opt-up» clause pursuant to
Art. 22 Para. 2 of the Swiss Stock Exchange Act to remove or to increase the threshold
for a mandatory public take-over offer pursuant to Art. 32 Para. 1 of the Swiss Stock
Exchange Act.
Changes of control
As Matthias Reinhart holds a clear majority of VZ Holding AG’s shares, there is no
need for any special measures to protect the company against a hostile takeover, and no
change-of-control clauses exist.
Auditors
Duration of the mandate and term of office of the lead auditor
PricewaterhouseCoopers Ltd (PwC) have been elected as VZ Holding AG’s and VZ
Group’s auditor until the end of 2013. PwC has held this mandate since 2012, and Rolf
Birrer has been the head auditor since then. This makes him eligible for another five years
until the legally required rotation is due.
Auditing fee
For the audit of the 2013 financial year a fee of TCHF 360 was agreed with PwC (2012:
TCHF 265).
Additional fees
In the year 2013 PwC charged additional fees amounting to TCHF 28 (2012: TCHF 10).
This included TCHF 21 for audit-related issues as well as TCHF 7 for consultancy services.
Information instruments exercised by external auditors
The Risk & Audit Committee oversees and controls the external auditors. It approves the
audit targets and programme, peruses the auditors’ findings, recommendations and reports.
The committee also monitors the volume and organisation of the auditing. Finally, it assesses
the quality of the audit, the compensation and the independence of the external auditors,
notably if they also provide consultancy services.
The external auditors review the annual statements with the members of the committee and
attend additional meetings upon request. The members of the Risk & Audit Committee
discuss their feedback on the auditors’ work as well as on the cooperation with the auditor
in charge on a regular basis.
During the year under report, the external auditors attended one meeting of the Risk & Audit
Committee. The Head of the Committee briefs the members of the Board of Directors on
the auditing activities on a regular basis.
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Annual report 2013 VZ Group
Information policy
Regular provision of information
VZ Group has a policy of communicating with shareholders, the capital market and the
public in a transparent, comprehensive and regular manner. Regular reporting to shareholders includes publication of the annual and half-yearly reports, shareholder letters,
media and analysts’ conferences as well as the shareholders’ meeting. In addition, VZ Group
takes part in conferences for financial analysts and investors on a regular basis.
Important dates are listed at the beginning of this report under «Information for shareholders».
Permanent source of information
VZ Group publishes information simultaneously for all market participants and interested
parties on www.vzch.ch. Under the section «Mailing list», interested parties can put their
names on a mailing list if they want to be kept informed automatically about news.
Contact addresses
The main contact addresses are listed at the beginning of this report under «Information
for shareholders».
Annual report 2013 VZ Group
Corporate Governance
39
Just walk up to our info desk and find out what is new in our portal or ask us about the
next workshops. Watch the online services on our monitors, or grab one of our iPads and
sit down with a cup of coffee in a quiet corner, where you can familiarise with our online
services in a playful way.
FINANCIAL STATEMENTS VZ GROUP
Consolidated income statements
Page 44
Consolidated statements of comprehensive income
Page 45
Consolidated balance sheets
Page 46
Consolidated statements of cash flows
Page 47
Consolidated statements of changes in equity
Page 48
Notes to the consolidated financial statements
Page 50
– Accounting principles
Page 50
– Segment reporting
Page 64
– Risk management
Page 66
– Notes on the income statements
Page 76
– Notes on the balance sheets
Page 82
– Additional information
Page 93
Report of the statutory auditor
Page 106
43
CONSOLIDATED INCOME STATEMENTS
CHF ‘000
2013 2012
Page
Consulting fees
76
Management fees
76
133‘744 115‘449
Banking revenues
76
21‘641 21‘486
Other operating revenues
76
486 499
Total operating revenues
171’107 153’152
Personnel expenses
77
(69‘601) (62‘211)
Other operating expenses
77
(24‘758)(21‘101)
Total operating expenses
(94’359) EBITDA
76’748 69’840
Depreciation and amortisation
85, 86
15‘236 (4’058) 15‘718
(83’312)
(3’374)
72’690 66’466
EBIT
Interest expense
78
(114) (123)
Interest income
78
275 458
Net finance income
Profit before income taxes
72’851 66’801
Income taxes
79, 80
(12‘844) 335
(12‘521)
60’007 54’280
Net profit
Attributable to:
161 Shareholders of VZ Holding Ltd
60‘006 54‘302
Non-controlling interests
1 (22)
Basic earnings per share (CHF)
81
7.61 6.92
Diluted earnings per share (CHF)
81
7.59 6.89
The notes to the consolidated financial statement are an integral part of these consolidated financial statements.
44
Financial statements
Annual report 2013 VZ Group
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CHF ‘000
2013 2012
restated2
Net profit recognised in the income statement
Other comprehensive income1:
Items that may be reclassified subsequently to the income statement
Cumulative translation adjustments
56 (34)
Items that will not be reclassified to the income statement
Remeasurement of defined benefit obligation
Total comprehensive income
60’007 (80) 54’280
(1‘958)
59’983 52’288
Attributable to:
Shareholders of VZ Holding Ltd.
59’982 52’314
Non-controlling interests
1 (26)
1 Revenues and expenses recorded directly in equity.
2 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
The notes to the consolidated financial statement are an integral part of these consolidated financial statements.
Annual report 2013 VZ Group
Financial statements
45
CONSOLIDATED BALANCE SHEETS
CHF ‘000
Page
31.12.2013
31.12.2012
restated1
01.01.2012
restated1
Cash & cash equivalents
82
Short term investments
82
287’938
219’195
219’751
Marketable securities at fair value
82
985
832
776
Trade receivables
82, 83
3’768
3’358
3’765
Other receivables
82, 83
2‘965
1‘499
2‘870
Accrued income
83
28’087
24’234
22’614
Other current assets
83
2’442
1’703
1’382
Current assets
736’516
484’065
612’329
Financial assets
83, 84
Property and equipment
85
8’454
6’250
6’312
Intangible assets
86
4’214
2’853
2’109
Deferred tax assets
80
439
502
445
724’415
554’333
446’150
1’460’931
1’038’398
1’058’479
Assets
Non-current assets
Total assets
410’331
711’308
233’244
544’728
361’171
437’284
Liabilities and equity
Trade payables
87
Other current liabilities
87
7’815
5’346
4’852
Due to banks
87
27
0
0
Due to customers
87
1’080’471
752’579
834’229
Income tax payables
80
6’093
6’152
5’815
Provisions
88
0
0
474
Accrued expenses
89
7’489
6’631
7’760
Current liabilities
Long-term debts
90
74’943
29’871
1’366
Other non-current liabilities
90
2‘882
2‘995
901
Deferred tax liabilities
80
2’254
1’104’149
991
839
771’547
423
1‘029
854’159
849
Non-current liabilities
78‘816
33‘289
3‘116
Total liabilities
1’182’965
804’836
857’275
Share capital
91
Treasury shares
92
(9’399) (14’117) (10’878)
Retained earnings
92
225’915
191’990
159’777
60’006
54’302
51’008
Net profit
Cumulative translation adjustments
92
2’000
2’000
2’000
(681) (737) (703)
Equity attributable to shareholders of VZ Holding Ltd
277’841
233’438
201’204
Non-controlling interests
Total equity
277’966
233’562
201’204
1’460’931
1’038’398
1’058’479
Total liabilities and equity
125
124
0
1 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
The notes to the consolidated financial statement are an integral part of these consolidated financial statements.
46
Financial statements
Annual report 2013 VZ Group
CONSOLIDATED STATEMENTS OF CASH FLOWS
CHF ‘000
Page
Operating activities
2013 2012
restated1
60’006 54’302
Net profit
Depreciation of fixed assets and intangible assets
85, 86 Net capital (gains)/losses and impairments on financial assets
(Incrase)/decrease in dues from short term investments
82
(68’742) 556
(Incrase)/decrease in market value of marketable securities at fair value
82
(154) (56)
(Incrase)/decrease in trade receivables
82, 83(410) 407
(Incrase)/decrease in financial assets
83, 84 (144‘357) (54‘551)
(Incrase)/decrease in other operational assets
82, 83 (5‘994) (628)
Incrase/(decrease) in trade payables
87
Incrase/(decrease) in other operational liabilities
Incrase/(decrease) in due to banks
87
27 0
Incrase/(decrease) in due to customers
87
327‘892 (81‘650)
Non cash share-based payment transactions
(1‘243) 948
Other non-cash items
80 (1‘958)
4’058 3’374
798 432
1‘415 (190)
3‘723 896
177‘099 (78‘118)
Net cash flows (used in)/provided by operating activities
Investing activities
Purchase of property and equipment
85
(4‘218) (1‘803)
2 0
Proceeds from sale of property and equipment
Purchase of intangible assets
86
(3’406) (2’250)
Purchase of financial assets held to maturity
85
(46’272) (79’875)
Proceeds from financial assets held to maturity
85
23‘250 26‘550
(30’644) (57’378)
Cash flow (used in)/provided by investing activities
Financing activities
Purchase of treasury shares
92
(5’072) (5’951)
Proceeds of treasury shares
92
11’581 3’744
Repayment of long-term debts
90
(357) 0
Proceeds from long-term debts
90
45’441 28’505
Dividends paid to shareholders
48
(20’846) (18’874)
Change in non-controlling interests
48
0 150
Cash flow (used in)/provided by financing activities
30’747 7’574
Effect of foreign exchange rate changes
Net increase/(decrease) in cash and cash equivalents
177’087 (127’927)
Cash and cash equivalents at beginning of the period
233’244 361’171
Cash and cash equivalents at the end of the period
410‘331 233‘244
thereof
Cash at banks and in hand
307’719 Short term deposits less than 90 days
102’612 41’060
(115) (5)
192’184
Other supplementary cash flow disclosures
Interest paid
Interest received
163 321
(2) (16)
Income tax paid
(12‘659) (11‘192)
1 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
The notes to the consolidated financial statement are an integral part of these consolidated financial statements.
Annual report 2013 VZ Group
Financial statements
47
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
CHF ‘000
Share
Treasury
capital1 shares1
As at 1 January 2012
NonCumulative Retained Equity to
translation earnings1 shareholders of controlling
VZ Holding Ltd1 interests
adjustment1
(703) 210’266 (10‘878)
2’000
Restatement2
As at 1 January 2012
restated2
(10‘878)
2’000
Other comprehensive income
Total comprehensive income for the period
Participation plans
(3‘239)
Change in treasury shares1
Change in non-controlling interests
As at 31 December 2012
2’000
200’685
519
(703) 210’785 201’204
Net profit
Dividends
519 54‘302 54‘302
(34) (1‘954) (1‘988)
(34) 52’348 52’314
0 Total
equity
200’685
519
0 201‘204
(22) 54‘280
(4) (1‘992)
(26) 52’288
(1‘340) (1‘340)
(1‘340)
3‘373 134
134
(18‘874)
(18‘874) (18‘874)
0150 150
(14’117)
(737) 246’292 233’438
124 233’562
As at 1 January 2013
(737) 2’000
(14’117)
Restatement2
As at 1 January 2013
restated
(1‘435) 2’000
(14’117)
(737) 246’292 2
Net profit
56
Other comprehensive income
56
Total comprehensive income for the period
Participation plans
Change in treasury
shares1
(1‘435)
233’438
235’001
(4) (1‘439)
124 233‘562
60‘006 60‘0061 60‘007
(80) (24)
0 (24)
59’926 59’982
1 59’983
(3‘958) (3‘958)
(3‘958)
4‘718
4‘507 9‘225
9‘225
Dividends
As at 31 December 2013
247’727 234’873128 (20‘846) (20‘846)
2’000
(9’399)
(20‘846)
(681) 285’921 277’841
125 277’966
1 Further details are shown on page 91 and 92.
2 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
The notes to the consolidated financial statement are an integral part of these consolidated financial statements.
48
Financial statements
Annual report 2013 VZ Group
Your individual questions regarding your investments will be answered in the consultancy
zone of our lounge. If you choose one of our services, we will assist you with the completion
of the necessary forms that will allow you to use all services on our financial portal right
away.
NOTES TO THE FINANCIAL STATEMENTS
Accounting principles
The Board of Directors approved the consolidated financial statements of VZ Holding
Ltd on 21 February 2014. They must also be approved by the shareholders’ meeting on
4 April 2014.
Corporate information
The VZ Group consists of VZ Holding Ltd, founded in 1992 in Zurich, Switzerland,
and its consolidated subsidiaries. VZ Holding Ltd is a limited company under Swiss law,
domiciled in 8002 Zurich, Beethovenstrasse 24. The VZ Group is divided into the two
business segments, Private Clients and Corporate Clients. Private Clients contribute about
91% of total operating revenues while Corporate Clients generate about 9%.
For private clients the Swiss financial services provider is focused on wealthy individuals
aged 50 and above. Financial consulting services for these clients comprise topics such
as retirement and estate planning, taxes, insurance, mortgages and investment advice.
The fees for these services are charged by effective time expenditure. The majority of operating revenues in the private client segment stems from integrated wealth management
services, in particular from discretionary portfolio management mandates. Clients who
prefer not to delegate investment decisions entirely may opt for an advisory mandate to
get professional support for their investments. The fees for these wealth management
services are charged primarily by volume. The majority of wealth management clients
uses VZ Depository Bank Ltd as a custody and transaction platform. This platform is
also open to clients who manage their assets themselves. To supplement these traditional
services, we launched a financial portal in 2011 (www.vzfinanzportal.ch). These online
services also enable us to reach potential clients beyond our traditional target segment of
the over-50s.
In the corporate client segment we focus on medium and large-sized enterprises in questions relating to pension schemes, insurance and risk management. Following a successful
consultation, many clients decide to enter into long-term cooperation. Key services include insurance management mandates and the administration of pension fund solutions
which also entail the management of semi and fully autonomous pension fund schemes.
As with our private clients, we also advise corporate clients on the basis of an hourly fee,
while revenues from management mandates are normally settled on a volume basis.
50
Notes to the financial statements – accounting principles
Annual report 2013 VZ Group
Principles
Basis of preparation
The consolidated financial statements are presented in Swiss francs (CHF). All amounts
in the Notes are shown in thousand francs (CHF ’000), rounded to the nearest thousand
unless otherwise stated. The consolidated financial statements of the VZ Group have been
prepared in accordance with the International Financial Reporting Standards (IFRS) and
the requirements of Swiss law.
The preparation of the financial statements in conformity with IFRS requires management
to make estimates and assumptions that affect the application of the accounting standards
and reported amounts of assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and various other factors that
are believed to be reasonable under the circumstances. The results form the basis for
determining the carrying amounts of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the estimate is revised. A
revised estimate can affect both the current and future periods.
Decisions made by management in the application of IFRS can have a significant impact
on the consolidated financial statements while estimates in the annual financial statements can entail significant material adjustment in the following year. Further details are
provided in the section entitled «Estimates, assumptions and management’s discretionary
power» on page 63.
Changes in financial reporting
New accounting policies
The following new standards and amendments to existing standards have been adopted
with a date of initial application as of 1 January 2013:
• IAS 1
Changes to the Presentation of Other Comprehensive Income
• IAS 19 (revised) Employee Benefits
• IAS 27 (revised) Separate Financial Statements
• IAS 28 (revised) Investments in Associates and Joint Ventures
• IFRS 7
Disclosures – Offsetting Financial Assets and Financial Liabilities
• IFRS 10
Consolidated Financial Statements
• IFRS 11
Joint Arrangements
• IFRS 12
Disclosure of Interests in Other Entities
• IFRS 13
Fair Value Measurement
Annual report 2013 VZ Group
Notes to the financial statements – accounting principles
51
These new or revised IFRS Standards and Interpretations have no impact on the group
result or the equity capital of VZ Group, except for the changes due to the amended
IAS 19 standard, the impact of which is outlined below:
IAS 19 (revised) – Employee Benefits
The revised standard requires the immediate recognition of actuarial gains and losses in
other comprehensive income and eliminates the corridor approach previously applied
by the VZ Group, which recorded such gains and losses time-delayed. In addition,
the determination of personnel expenses for defined benefit plans has been essentially
altered. Instead of the interest expense on pension liabilities and the expected return on
plan assets, now the net interest expense respectively net interest income is recognised.
This is calculated on the basis of the interest on the net assets or net liabilities of a defined
benefit plan using the same rate as the discount rate for pension liabilities.
The IAS 19 standard requires retrospective application. As a result, all prior-year information has been restated. Further details are shown on the following page.
Standards and interpretations that have not yet been implemented
IASB and IFRIC have passed a number of new Standards and Interpretations that must
be applied from 1 January 2014 or later. VZ Group has not used the possibility of early
adoption of these changes and is currently analysing their implications. Based on initial
analyses, the following new and revised standards and interpretations are not expected to
have any significant impact on the VZ Group’s net profit, comprehensive income and
equity or are not expected to be relevant to the VZ Group:
• IFRS 9 Financial Instruments – Classification and Measurement
• IFRS 10
Investment Entities
• IFRS 14
Regulatory Deferral Accounts
• IAS 32 / IFRS7 Offsetting of Financial Instruments
• IAS 39
Novation of Derivatives and Continuation of Hedge Accounting
• Annual Improvements 2010–2012
• Annual Improvements 2011–2013
• IFRIC 21
Levies
52
Notes to the financial statements – accounting principles
Annual report 2013 VZ Group
Restatements because of IAS 19 (revised) – Employee Benefits
CHF ‘000
31.12.2012
Before restatements
31.12.2012
Restatements
01.01.2012
Before restatements
31.12.2012
After restatements
01.01.2012
Restatements
01.01.2012
After restatements
Consolidated balance sheets
Assets
Deferred tax assets
41092 502
Total assets
410
Liabilities and equity
Other non-current liabilities
1‘1871‘808 2‘995
1‘554(653) 901
Deferred tax liabilities
700(277) 423
748101 849
Total liabilities
Retained earnings
193‘425(1‘435) 191‘990
159‘258519 159‘777
Non-controlling interests
128(4) 124
00 0
Total equity
193‘553
(1‘439) 192’114
159’258
519 159’777
Total liabilities and equity
195’440
92 195’532
161’560
(33) 161’527
1‘887
92 502
1‘531 3’418
478(33) 445
478
(33) 2’302
(552) 445
1’750
Consolidated income statements
VZ Group’s net profit remained unaffected because the discount rate was the same as the expected return on the assets
in the financial year 2012 and there was no delayed recognition of actuarial gains and losses.
CHF ‘000
2012
Before restatements
2012
Restatements
2012
After restatements
Consolidated statements of comprehensive income
Remeasurement of defined benefit obligation (after tax)
Total comprehensive income
Annual report 2013 VZ Group
0(1‘958) (1‘958)
0
(1’958) (1’958)
Notes to the financial statements – accounting principles
53
Summary of key accounting principles
The consolidated financial statements of the VZ Group and its subsidiaries are prepared
applying consistent accounting and valuation principles.
Consolidation principles
The consolidated financial statements comprise the financial statements of the VZ Group
and its subsidiaries as at 31 December of each year. The financial statements of the
subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies. All intra-group balances, transactions, income and expenses and
profits and losses resulting from intra-group transactions are eliminated in full.
All subsidiaries are fully consolidated from the date on which control is transferred to the
Group until the date on which such control ceases.
Foreign currency translation and transactions
Foreign currency
translation
The consolidated financial statements are presented in Swiss francs (CHF), which is the
functional and presentation currency of the companies in Switzerland. The euro (EUR) is
the functional currency of VZ VermögensZentrum GmbH, Germany. At the end of the
year, the assets and liabilities of this subsidiary are translated into the presentation currency
of the VZ Group at the rate of exchange prevailing on the balance sheet date. Its income
and cash flow statements are translated at the average exchange rates for the year. The
resulting translation differences are recorded directly in the statements of comprehensive
income as cumulative translation adjustments.
Monetary assets and liabilities denominated in a foreign currency are converted at the
balance sheet date. Non-monetary assets are translated at historical foreign exchange rates.
Foreign exchange differences are recognized in the income statement.
Foreign currency
transactions
Revenues and expenses are translated at the foreign exchange rate prevailing on the date
of the transaction. The following currency exchange rates were used for the VZ Group:
Foreign
currency unit
54
Year end rates for
the balance sheets as of
Average rates for income statements
and cash flow statements for the years
31.12.13
31.12.12
2013
2012
USD
0.8909
0.9152
0.9268
0.9375
EUR
1.2270
1.2074
1.2306
1.2052
Notes to the financial statements – accounting principles
Annual report 2013 VZ Group
Cash and cash equivalents in the consolidated cash flow statements
Cash and cash equivalents in the consolidated cash flow statements comprise petty cash,
cash in bank and postal accounts, call deposits and short-term money market investments
with a maturity of three months or less from the date of acquisition, net of outstanding
bank and postal overdrafts.
Segment information
A business segment is a distinguishable component of the VZ Group that provides services
to a specific target group. Such segments also differ from each other in terms of risks and
rewards.
The VZ Group is divided into two business segments, Private Clients and Corporate
Clients, as determined by the business model of the VZ Group. The main activities of
both segments comprise consulting services (charged per hour) and management services
(charged by volume). The two segments form the basis for segment reporting.
Further details are provided on pages 64 and 65.
Financial instruments (general information)
Initial
recognition
Determination
of fair value
Impairment of
financial instruments
Annual report 2013 VZ Group
Purchases and sales of financial assets are recognised in the balance sheet on the transaction date. At the time of initial recognition, financial assets or liabilities are assigned to
a corresponding category according to IAS 39 criteria and measured at the fair value of
the consideration given or received including directly attributable transaction costs. In
the case of trading portfolios, the transaction costs are classified with immediate effect on
the income statement (see section entitled «Financial instruments» on pages 100 to 103).
Following initial recognition, the fair value of financial instruments is determined according to quoted market prices or the prices quoted by traders as long as the financial
instrument is traded on an active market. The fair value of the remaining financial instruments is exclusively determined using generally accepted valuation models that are based
on input parameters observable on the market. In these cases, the appropriateness of the
valuation is ensured through the application of clearly defined methods and processes as
well as independent controls.
The VZ Group assesses at each balance sheet date whether a financial instrument is
impaired. For listed financial instruments, impairment is considered if creditworthiness
requirements are no longer met because of a rating downgrade. Impairments are also
considered in case of available market information about a possible default or incomplete
recovery. For non-listed financial instruments valuation is assessed on the basis of other
suitable information (general financial information as well as information available to the
VZ Group due to its business activities).
Notes to the financial statements – accounting principles
55
Derecognition
Financial instruments are derecognized if the rights to receive payments from them have
expired or are transferred and the Group has transferred all risks and remuneration claims.
Financial liabilities are derecognized when the obligations specified in the contract are
discharged, cancelled or expired.
Financial instruments (specifications for the balance sheet items)
Trading portfolio
assets and other
financial instruments
at fair value
Financial assets
available for sale
Financial assets
held to maturity
Loans
56
Financial instruments held for trading purposes are reported in the balance sheet at fair
value under «Marketable securities». Profits and losses from sales and repayments, interest and dividend income as well as changes to the fair value are recorded in the income
statement.
As at the reporting date of 31 December 2013, the VZ Group did not hold any financial
assets classified as available for sale.
Financial assets held to maturity are reported in the balance sheet at amortized cost using
the effective interest method. A financial asset held to maturity is considered impaired
if it is likely that it will not be possible to collect the entire amount due according to the
contractual terms. The causes of an impairment may relate to the counterparty or be of
a country-specific nature. If an impairment takes place, the carrying amount will be
reported in the income statement at the reduced recoverable value. As per the reporting
date of 31 December 2013, the VZ Group did not have to carry out any impairments or
derecognitions. Interest is amortized using the effective interest method for each reporting
period and recorded under «Banking revenues».
Loans are reported in the balance sheet at amortized cost under «Financial assets» using
the effective interest method less any specific allowances for credit risks. Due to the size
and structure of the credit portfolio and the policy of the VZ Group, loans are generally
only granted on a secured basis and to counterparties with very high creditworthiness
and no general allowances are made for credit risks. A loan is considered impaired if it is
likely that the amount due according to the contractual terms cannot be entirely collected.
An impairment is recorded under «Valuation adjustments, provisions and losses» and corresponds to the difference between the carrying amount of the loan and the present value
of estimated future cash flows, taking account of the counterparty risk and the net proceeds
from the liquidation of any collateral. The reasons for impairment can be specific to the
relevant counterparties or countries. As a rule, derecognition takes place at the time when
a legal title confirms the conclusion of the liquidation process. On the reporting date of
31 December 2013, no impairments or derecognitions were necessary.
Interest income on loans which are not overdue are deferred to the respective period and
recorded in the income statement under «Banking revenues».
Notes to the financial statements – accounting principles
Annual report 2013 VZ Group
HypothekenZentrum Ltd continues to sell mortgages to third parties or to VZ Depository
Bank Ltd, so-called risk carriers. All risks and rewards associated with these mortgages are
transferred to the risk carrier and therefore not recorded in HypothekenZentrum Ltd’s
balance sheet. HypothekenZentrum Ltd retains the servicing operations such as customer
support and interest collection.
Derivative financial
instruments and
hedging transactions
Derivative financial instruments (foreign exchanges forward transactions) held for trading
are recognised as positive or negative replacement values. They are assessed at fair value and
recognised in the balance sheets. The fair values are based on stock exchange quotations
or option price models. Changes of the fair value of items held for trading are recognised
in the income statements under «banking revenues».
Derivative financial instruments (interest rate swaps) are only applied to manage the
interest rate risk. The positive and negative replacement values of derivative financial
instruments are assessed at fair value and reported in the balance sheet. The fair values
are based on stock exchange quotations or option price models. From an economic point
of view and in accordance with the VZ Group’s risk management principles, these interest rate swaps qualify as hedging transactions (hedge accounting). If hedge accounting
is applied, the VZ Group documents the relationship between the hedging instrument
and the underlying transaction as well as the type of risk and risk management objectives
and strategy. This documentation also comprises proof of how the VZ Group determines
the effectiveness of the hedging instrument regarding the offsetting of the exposure to
changes in the hedged item’s fair value or attributable cash flows. The effectiveness of
the hedge is measured at inception and periodically during its term and must amount to
between 80% and 125%. If not, hedge accounting is discontinued and the underlying
transaction is assessed at amortised cost again. The valuation difference at the time of the
revaluation of the underlying transaction as well as future changes in fair values of the
derivative financial instruments are recognised in the income statement under «Banking
revenues».
There are three basic types of hedge: «fair value hedge», «cash flow hedge» and «hedge
of net investments in foreign operations». The VZ Group currently only uses fair value
hedges. When applying fair value hedges, changes attributable to the hedged risk in the
fair value of the underlying transaction as well as overall changes to the derivative financial instrument are recognised in the income statement under «Banking revenues».
Changes in the fair value of the underlying transaction are reported under «Financial
assets» while changes in the fair value of the derivative financial instrument are shown
under «Other assets» or «Other liabilities».
Cash and cash
equivalents
Annual report 2013 VZ Group
Cash and cash equivalents in the balance sheet comprise petty cash and cash in bank and
postal accounts, call deposits and short-term money market investments with a maturity of
three months or less from the date of acquisition. The amount payable as per the reporting
date of claims vis-à-vis banks due on demand without fixed maturity dates corresponds
to the fair value.
Notes to the financial statements – accounting principles
57
Short term
investments
Short-term investments include fixed-term investments at banks as well as bridging loans
for mortgage customers and lombard credits. All positions entail maturities of between
three and twelve months from the date of acquisition.
Due to customers
Liabilities to clients include sight deposits and fixed-term investments made by clients.
The amount payable as per the reporting date of sight deposits without fixed maturity
dates corresponds to the fair value.
Non-current
Non-current financial liabilities include medium-term notes due to clients and loans from
central mortgage institutions as well as time deposits. Non-current financial liabilities are
recognised at fair value less transaction costs at initial issue and subsequently at amortised
cost using the effective interest method.
financial liabilities
Property and equipment
Property and equipment assets comprise interior fittings, furnishings, equipment and
IT systems. These assets are capitalized if their acquisition or production costs can be
reliably determined, they will bring future economic benefit and their expected period
of use exceeds one year. Minor purchases and renovation and maintenance costs that do
not generate added value, on the other hand, are charged directly to operating expenses.
Capitalization is recorded at cost less accumulated depreciation. Depreciation is calculated
on a straight-line basis over the useful life of the assets.
Property and equipment assets are derecognised upon disposal or when no future economic
benefits are expected from them. Any gain or loss arising on the derecognition of assets
(calculated as the difference between the net disposal proceeds and the carrying amount
of the assets) is included in the income statement in the year the assets are derecognised.
The residual values of the assets, their useful lives and the methods of depreciation are
reviewed and adjusted if appropriate at the end of each financial year.
Intangible assets
Intangible assets comprise both business set-up costs from external suppliers for software
solutions related to the creation of VZ Depository Bank and investments in software and
licences.
The business set-up costs were completely impaired and derecognized with the last regular
impairment in the financial year 2012. Intangible assets are capitalized if their acquisition or production costs can be reliably determined and they will bring future economic
benefit.
Capitalization is recorded at cost less accumulated depreciation. Depreciation is calculated
on a straight-line basis over the useful life of the assets.
58
Notes to the financial statements – accounting principles
Annual report 2013 VZ Group
Impairment of tangible and intangible assets
The carrying amount of tangible and intangible assets is reviewed whenever events or
changes in circumstances indicate that the carrying amount may be unjustifiably high. If
the carrying amount exceeds the recoverable amount, an impairment loss is recognized.
The amount of this impairment comprises the difference between the carrying amount and
the higher amount of a) the fair value less costs to sell or b) the value in use. Any reversal
of impairments at a later date is recognized in the income statement.
Trade payables and other current and non-current liabilities
Trade payables and other current and non-current liabilities are carried at amortized costs
using the effective interest rate method.
Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of funds will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation. The
recognition and release of provisions are presented in the income statement under the
corresponding expense category.
Recognition of revenue
Revenues from services are recognized in the account period in which the services are
rendered. Revenues from services are recognized pro rata if the services are rendered over
a given period.
Performance fees are only recognized once the contractual performance measurement
criteria are met. No revenue is recognized if there are significant uncertainties regarding
the solvency of a counterparty.
Net finance income
Net finance income comprise interest income and expenses, income from investments,
gains and losses from foreign exchange and securities transactions, and bank charges and
credit commissions. Gains and losses from foreign exchange transactions are determined
using the current foreign exchange rate. Interest income and expenses are recognized in
the income statement when incurred. For detailed information please see page 78.
The interest income and expenses of VZ Depository Bank form part of our business
activities and are therefore attributed to banking revenues and not reported under net
finance income.
Income taxes
Income tax assets and liabilities for the current and prior periods are measured at the
amount expected to be recovered from or paid to the taxation authorities. The tax rates
and tax laws used to calculate the amount are those that are enacted or most likely to be
enacted in the future.
Annual report 2013 VZ Group
Notes to the financial statements – accounting principles
59
Current
income taxes
Deferred
income taxes
Current income taxes are calculated on the basis of the applicable tax laws in the individual
countries and recognized as expenses in the period in which the related profits are made.
Assets or liabilities related to current income taxes are reported in the balance sheet as
income tax payables and receivables.
Tax effects arising from temporary valuation differences between the carrying amounts
of assets and liabilities in the Group balance sheet and their corresponding tax values are
recognized as «Deferred tax assets» and «Deferred tax liabilities» in the balance sheet.
Deferred tax assets arising from temporary valuation differences and from loss carryforwards eligible for offset are capitalized if it is likely that sufficient taxable profits will
be available against which these differences or loss carry-forwards can be offset. Deferred
tax assets and deferred tax liabilities are calculated at the tax rates expected to apply in the
period in which the tax assets will be realized or tax liabilities settled.
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained
by the lessor are classified as operating leases. Payments made under operating leases are
recognised as an expense in the income statement on an accrual straight-line basis over the
lease term. Operating lease contracts exist for office spaces and office equipment.
There are no financial lease contracts.
Treasury shares
Shares of VZ Holding Ltd held by the VZ Group are qualified as treasury shares. They
are deducted from equity at the weighted average acquisition value. Changes in fair value
are not recorded. For sales of treasury shares the FIFO method is applied. The difference
between the sales proceeds of the treasury shares and the acquisition value is reported
under reserves.
Share-based payments
Shares
As a reward for their services, senior management members receive part of their compensation in the form of shares of VZ Holding Ltd (so called equity-settled transactions).
Share-based compensation is restricted to variable salary components. Variable compensation is determined by the achievement of individual performance targets and the Group’s
financial results.
Furthermore, the remunerations of the members of the Board of Directors are paid out
in shares.
Options
Costs for equity-settled transactions are calculated at the fair value of the transactions on
their date of issue. The fair value is determined using the Black Scholes model.
The costs for granting the equity instruments and the corresponding increase in equity
are recognized over the vesting period (period in which the exercise or performance conditions must be fulfilled). The vesting period ends on the day on which the employee is
irrevocably entitled to exercise the option right. At each reporting date until the end of the
vesting period the cumulated costs of the equity-settled options are disclosed and reflect
the share of the vesting period already over and the number of equity-settled options that
60
Notes to the financial statements – accounting principles
Annual report 2013 VZ Group
are expected to be exercisable after the vesting period. The costs or revenues recognized in
the accounting period reflect the development of the cumulated costs for the equity-settled
options at the start and end of the accounting period. No costs are recognized for options
that do not become exercisable.
If the conditions for an equity-settled option plan are modified, the costs are recognized at
least to the extent to which they would have been incurred if the conditions had not been
modified. The VZ Group also recognizes the impact of changes at the time of modification
such as those that increase the fair value of the equity-settled option plan or entail any
other advantage for the employee.
If an equity-settled option plan is revoked, the costs for the annulled plan are recognized
as if the options had been exercised on the day of the annulment and any expense not
yet recognized is recognized immediately. If, however, the equity-settled option plan is
replaced by a new plan and on the date this new plan is granted the plan is declared to
be the replacement for the annulled plan, the new plan is reported in the same way as a
change in the former plan.
The diluting effect of the outstanding options on the calculation of earnings per share is
recognised by adding the outstanding exercisable options from the management participation program to the weighted number of shares.
Further information relating to the management participation is shown on pages 95 and 96.
Annual report 2013 VZ Group
Notes to the financial statements – accounting principles
61
Employee benefits/pensions
The VZ Group operates three different pension schemes for its employees. The schemes
are funded through payments to collective foundations or insurance companies. The VZ
Group has both defined contribution plans and a scheme qualifying as a defined benefit
plan under IAS 19.
For the defined contribution plans, the VZ Group pays contributions to a collective foundation or an insurance company. The VZ Group has no further payment obligations once
the contributions have been paid. The contributions are recognized as employee benefit
expenses when due. Prepaid contributions are recognized as an asset to the extent that a
cash refund or reduction in future contributions is provided.
The VZ Group’s net obligations in respect of the defined benefit pension plan are calculated by qualified actuaries using the projected unit credit method. The actuarial gains and
losses are recognized in the comprehensive income statements. Repayments and surpluses
are only recognised to the extent that the VZ Group derives an economic benefit in the
form of a reduction in future contribution payments or a refund.
62
Notes to the financial statements – accounting principles
Annual report 2013 VZ Group
Estimates, assumptions and management’s
discretionary power
Estimates and judgements are continuously evaluated and are based on historical experience and other factors that are believed to entail reasonable future expectations under
the circumstances. The VZ Group makes estimates and assumptions concerning the
future and assesses these according to the accounting principles in force. The estimates
and assumptions by definition rarely match the effective results entirely. The estimates and
assumptions that can significantly impact the carrying amounts of assets and liabilities in
the following financial year or for which application of the accounting principles is largely
based on estimates are discussed below.
Income taxes
and deferred
income taxes
The VZ Group and its subsidiaries are liable for income tax. Current income tax assets
and liabilities reported as per the balance sheet date and the current tax expenses resulting
for the reporting period are based in part on estimates and assumptions and can therefore
deviate from the amounts determined in the future by the tax authorities.
Deferred taxes from losses are capitalised only if sufficient taxable profits are likely to be
available in the future against which these losses carried forward can be offset.
For detailed information refer to pages 59 and 60.
Provisions
Management
benefit programme
Pension and other
post-employment
benefits
Revenue accruals
The amount recognized as a provision is calculated on the basis of the best estimates and
assumptions available on the balance sheet date. The provisions are reviewed on each
balance sheet date and adjusted to reflect the current best estimates.
For detailed information refer to page 59.
For the valuation of the costs for the options granted out of the share-based management
benefit programme the probability of employees resigning before the vesting period has to
be reassessed in the light of the current circumstances on a regular basis.
For detailed information refer to pages 95 and 96.
The costs of defined benefit pension plans are determined on the basis of actuarial valuations. The actuarial valuations involve making assumptions concerning the discount
factor, expected rates of return on assets, future salary increases, mortality rates and future
pension increases. Due to the long-term nature of these plans, such estimates are subject
to significant uncertainty.
For detailed information refer to page 62.
The recognition principles and the composition of revenues are described on pages 59
and 76. Although the principles are applied consistently, discretion may occur when
calculating certain revenue accruals. Estimates are based on the actual revenues due.
Annual report 2013 VZ Group
Notes to the financial statements – accounting principles
63
Segment reporting
In line with the requirements of IFRS 8, segment reporting reflects the view of how the
Board of Directors and Executive Board of the VZ Group make their financial management decisions, allocate resources and assess performance. The operational management
instruments and internal reports to the Board of Directors and Executive Board tally with
the financial figures contained in segment reporting. The VZ Group distinguishes between
private clients and corporate clients.
Private client
segment
For private clients the Swiss financial services provider focuses on wealthy individuals aged
50 years and above. Financial consulting services for these clients comprises topics such as
retirement and estate planning, taxes, insurance, mortgages and investment advice. The
fees for these services are charged by effective time expenditure. The majority of operating
revenues in the private client segment stems from integrated wealth management services,
in particular from discretionary portfolio management mandates. Clients who prefer not to
delegate investment decisions entirely may opt for an advisory mandate to get professional
support for their investments. The fees for these wealth management services are charged
primarily by volume. The majority of wealth management clients uses VZ Depository
Bank Ltd as a custody and transaction platform. This platform is also open to clients who
manage their assets themselves.
To supplement these traditional services, we launched a financial portal (www.vzfinanzportal.ch). These online services also enable us to reach potential clients beyond our
traditional target segment of the over-50s.
Corporate client
segment
In the corporate client segment we focus on medium and large-sized enterprises in questions relating to pension schemes, insurance and risk management. Following a successful consultation, many clients decide to enter into long-term cooperation. Key services
include insurance management mandates and the administration of pension fund solutions
which also entail the management of semi and fully autonomous pension fund schemes.
As with our private clients, we also advise corporate clients on the basis of an hourly fee,
while revenues from management mandates are normally settled on a volume basis.
A large share of the income and expenses can be attributed directly to the two segments.
The costs and income of central functions as well as consolidation entries are allocated
to the two segments using specific key criteria depending on the cost and income type.
64
Notes to the financial statements – segment reporting
Annual report 2013 VZ Group
Private clients
CHF ‘000
Corporate clients
Total
2013
2012 2013
2012
2012 2013
Consulting fees
Management fees
115‘449
102‘755 13‘879
12‘694 133‘744
119‘865
Banking revenues
21‘486
21‘486 0
0 21‘641
21‘641
Other operating revenues
499
498 0
1 486
486
Total operating revenues1
153’152
139’115 15’055
14’037 171’107
156’052
14‘060
14‘376 1’176
15‘718
1’342 15‘236
Personnel expenses
Other operating expenses
(22‘989)
(19‘377)(1’769)
(21‘101)
(1’724)(24‘758)
Total operating expenses
(83’012)
(72’918) (11’347)
(10’394) (94’359)
(83’312)
(60‘023)
(53‘541)(9‘578)
(8‘670) (69‘601)
(62‘211)
EBITDA
73’040
66’1973’708
3’643 76’748
69’840
Depreciation and amortization
(3‘698)
(3‘040) (360)
(334) (4’058)
(3’374)
EBIT
69’342
63’157 3’348
3’309 72’690
66’466
Interest expense
Interest income
275
458
Net finance income
Profit before income taxes
72’851
66’801
Income taxes
Net profit
60’007
54’280
(114)
161
(12‘844)
(123)
335
(12‘521)
Atributable to:
Shareholders of VZ Holding Ltd
60‘006
54‘302
Non-controlling interests
1
(22)
1 All revenues are generated in Switzerland except the insignificant revenues generated by the subsideary in Germany.
Additional information
Private clients
Corporate clients
Total
31.12.13
31.12.12 31.12.13
31.12.12 31.12.13
31.12.12
CHF ‘000
Additions in fixed and intangible assets
7‘001
3‘565 623
488 7‘624
4‘053
Segment assets
11‘382
8‘070 1‘286
1‘033 12‘668
9‘103
CHF Mio.
Assets under Management
12‘114
10‘082 12‘114
10‘082
Insurance premium volume p.a.
280 289
289
280
Assets under Management comprise: Assets that we manage under fully discretionary portfolio management mandates with private clients, portfolio
advisory mandates, portfolios without mandate, cash deposits with VZ Depository Bank and mortgages that we service under a mortgage management
mandate, including mortgages which have been con­trac­tually agreed but not yet funded. The fully discretionary portfolio management mandates with
private clients a
­ mount for CHF 7,813 Mrd. (2012: CHF 6,531 Mrd.). The premium volume encompasses the total of the annual insurance premiums of our
clients we are mandated to manage.
Annual report 2013 VZ Group
Notes to the financial statements – segment reporting
65
Risk management
The VZ Group’s good reputation among clients, investors, lenders, public authorities,
business partners and the public is its most valuable asset. Effective risk management
makes a significant contribution towards protecting this reputation. For this reason, the
correct assessment and monitoring of all key risks is a decisive factor when it comes to the
company’s sustained success.
Risk taking is inevitable in all business activities, and financial services, which are active
in asset and liability management, are exposed to particularly high risks. The VZ Group
avoids business areas with an unfavourable risk/return ratio. It only operates in business
areas for which it has sufficient human and technical resources to manage the associated
risks.
Organisation of risk management
Board of Directors
Overall responsibility for risk management, including guidance, supervision and control, lies with the Board of Directors of the VZ Group. It sets out the general guidelines for the entire Group, defines the risk policy and draws up the organisational,
business and competence regulations. These principles are reviewed and if necessary updated in the event of changes to legal and regulatory requirements or to general framework
conditions.
For its own support and relief, the Board of Directors has created the Risk & Audit
Committee that consists of at least two independent, professionally qualified members
of the Board of Directors and regularly reports to the entire Board of Directors on its
activities.
Executive Board
The Executive Board of the VZ Group is responsible for implementing the risk provisions stated by the Board of Directors and for managing and continuously monitoring
incoming risks. Its most important goals are to uphold the
Organisation of risk management
long-term interests of the VZ
Group and to maintain a balanBoard of Directors
VZ Holding Ltd
ced risk/return ratio in its business activities.
Risk & Audit Committee
Risk Office,
Legal & Compliance
66
The Risk Office is responsible
Legal &
for implementing risk control
Risk Office
Compliance Office
by independently checking and
monitoring all risks assumed.
Executive Board
VZ Group
Legal & Compliance is responsible for legal and regulatory
risks. The Risk Office compiles a semi-annual risk report and Legal & Compliance an annual activity report for the
attention of the Risk & Audit Committee of the Board of Directors.
Notes to the financial statements – risk management
Annual report 2013 VZ Group
The VZ Group is particularly exposed to the following types of risk:
1. Default risk (credit risk)
2. Market risk
3. Liquidity and refinancing risk
4. Operational risk
5. Regulatory and legal risk
6. Reputational risk
Default, market, liquidity and refinancing risks
The default, credit, market, liquidity and refinancing risks of the VZ Group largely result
from the interest margin business of VZ Depository Bank Ltd. On the asset side of the
balance sheet these include receivables from banks, public bodies and clients as well as its
financial assets. On the liabilities side these risks derive from liabilities towards clients of
VZ Depository Bank Ltd.
The Board of Directors and Executive Board attach greater importance to lower risks
than to short-term profit opportunities. For example, the non-interest-bearing sight
deposits at the Swiss National Bank were significantly increased in the year under review.
The very low interest rates in the money market with commercial banks were often of
no interest and did not sufficiently reflect the associated default risks.
The following sections describe these risks and the internal processes used to measure,
monitor and control them.
Default/credit risk
Default and credit risks reflect the losses that can arise if counterparties fail to service or
repay loans as agreed. Counterparties are banks, public bodies and clients. The maximum
default risk essentially amounts to the reported book values. There were no overdue financial
assets as at the reporting date and there are no value adjustments required.
Mortgages
Mortgage loans are a significant item in the balance sheet of the VZ Group. They are spread
across a large number of mortgage holders and secured by way of a real estate lien. For this
reason the default risk is low and there have been no defaults so far.
Loans to banks
The greatest default risks of the VZ Group arise from loans to counterparties of VZ Depository Bank Ltd, in particular to other banks. The consequences of the debt and financial
crisis remain a significant risk: A solution for reducing the high public debt has still not
been found in many countries and many bank balance sheets are not sufficiently underwritten with equity. In order to limit this credit risk, strict credit criteria apply to loans to
other banks. The VZ Group only approves loans to banks with high credit standings. The
credit standings of Swiss banks are easier to assess and monitor. For this reason, loans to
Swiss banks are also permitted if they have the rating of a local financial institution or in
exceptional cases no rating at all.
Annual report 2013 VZ Group
Notes to the financial statements – risk management
67
In addition, the Board of Directors of VZ Depository Bank Ltd restricts loans to individual
counterparties. These limits also include loans by other VZ Group companies. Additional
country limits ensure that regional cluster risks are also restricted.
Foreign exchange
swaps
Account
overdrafts
Short-term investments in foreign currencies are hedged with foreign exchange swaps.
A further counterparty risk exists for foreign currency swaps as an exchange loss can be
incurred if the counterparty of the swap transaction defaults. The Board of Directors of
VZ Depository Bank Ltd specifies the limit per counterparty applying to the selection of
these counterparties.
An additional default risk is posed by the possibility of clients of VZ Depository Bank Ltd
overdrawing their accounts at short notice. This risk is very low because the amount of
an overdraft is limited and the risk is distributed among a large number of clients. Nevertheless, VZ Depository Bank Ltd continuously monitors such overdrafts.
The Risk Office regularly monitors compliance with the credit criteria and limits. It immediately notifies the Executive Board and Board of Directors of violations and proposes
appropriate measures for reducing the risk.
VZ Depository Bank Ltd continued to expand its diversification in this area in the year
under review by increasing the share of mortgage loans and loans to public bodies.
Rating table financial instruments
CHF ‘000
State
guarantee1
Cash & cash equivalents
Sight deposits
Time deposits (< 90 days)
Short term investments
Time deposits (> 90 days)
Mortgage pre-financing
Lombard credits
AAA
BBB
AA
A
no
rating
233‘787
73‘341
13‘576
9‘816
57‘002
9‘455
3’354
307’719
10‘000
102‘612
216‘000
2‘454
54‘935
10‘000
283‘389
604
604
3’945
3’945
Total
Due to customers
Other receivables
2’965
2’965
Financial assets
Time deposits (> 1 year)
Mortgages
Bonds
Other financial assets
Total as at 31.12.2013
Total as at 31.12.2012
36‘673
30‘608
559’801 30’608
248’081 29’211
58‘926
35‘295
84’772 156’687
90’989 175’364
3’768
3’768
36‘673
545’989
545’989
3’497
128’326
320
320
0 584‘442
1‘416‘310
500
457‘879
1‘002‘024
1 Financial instruments with state guarantee comprise counterparties such as the Swiss National Bank, Cantonal
banks as well as Swiss public bodies.
68
Notes to the financial statements – risk management
Annual report 2013 VZ Group
Loans to customers (mortgages and lombard credits)
CHF ‘000
Mortgage
Collaterals
Lombard credits
Mortgages
Pre-financing
533’076
604
Total loans as at 31.12.2013
Total loans as at 31.12.2012
533’680
398’112
Other
Collaterals
Total
Without
Collaterals
3’945
12’891
22
3’945
545’989
604
16’836
11’521
22
55
550’538
409’688
Off-balance sheet information
CHF ‘000
Mortgage
Collaterals
Contingencies
Irrevocable residential
mortgages granted
Payment obligation regarding
depositor protection measures
13‘200
Total unconditional commitments/
payment obligations
13‘200
Call receivables and liabilities
Total as at 31.12.2013
Total as at 31.12.2012
Other
Collaterals
Without
Total
Collaterals
875
875
17‘758
4‘558
5‘050
5‘050
22‘808
4‘5585‘050
13‘200
9‘817
6
6
23‘689
5‘4335‘056
33‘895
1‘834
22‘244
Table domestic and foreign countries financial instruments
CHF ‘000
Domestic
Total
Cash & cash equivalents
Sight deposits
Time deposits (up to 90 days)
303‘394
88‘341
4‘325
14‘271
307‘719
102‘612
Short term investments
Time deposits (from 90 days)
Mortgage pre-financing
Lombard credits
269‘808
604
3‘945
13‘581
283‘389
604
3‘945
Financial assets
Time deposits (over 1 year)
Mortgages
Bonds
Other financial assets
36‘673
545‘989
27’357
320
Total as at 31.12.2013
Total as at 31.12.2012
Annual report 2013 VZ Group
Foreign countries
1’276’431
857’078
100’969
133’146
140’089
36‘673
545‘989
128’326
320
1’409’577
997’167
Notes to the financial statements – risk management
69
Concentration
risks
Concentration risks relate primarily to the banking law provisions concerning risk distribution (Art. 95 et seq. CAO). VZ Depository Bank Ltd restricts investments at other
banks with counterparty limits and monitors compliance with these limits on an ongoing
basis. It also takes investments of other VZ Group companies into account here.
Market risks
Market risks refer to the losses incurred due to adverse changes in market variables such as
interest rates, equity prices, exchange rates, precious metal or commodity prices.
Market price and
liquidity risk
Price risks reflect the price fluctuations of tradable assets or derivative financial instruments. Tradable assets and derivative financial instruments that are not traded on a liquid
market are additionally exposed to a market liquidity risk.
The VZ Group is barely exposed to any market price and liquidity risks because VZ Depository Bank Ltd does not engage in any proprietary trading and the VZ Group therefore
only holds small stocks of securities. In exceptional cases, VZ Depository Bank Ltd can
temporarily hold small residual items arising from the processing of transactions for clients.
In event of market shifts of +/–10% price risks on securities measured at fair value impact
total equity by +/– TCHF 99 (2012: +/– TCHF 83).
The financial assets reported primarily comprise mortgage loans and bonds. They are
only exposed to low market price and liquidity risks because they are held to maturity and
valued at amortized cost. However, all bonds and mortgage loans can be sold on if necessary. The price risk in the event of a premature sale of individual receivables of financial
assets is negligible in comparison to the overall risk.
Interest rate risk
Interest rates risks arise in the event of mismatches in the interest readjust dates of assets
and liabilities. This primarily affects interest-bearing assets of VZ Depository Bank Ltd
with longer maturities (e.g. loans or bonds) that are refinanced with short-term liabilities
(e.g. client deposits). If in this case the short-term interest rates rise, the margin will be
lower due to the different dates. The interest risks are determined in accordance with the
reporting of interest rate risks prescribed by FINMA Circular 08/6.
The strategic focus of VZ Depository Bank Ltd only entails low interest risks as it can
adjust its client interest rates (interest payable) to market developments at all times. Some
of the clients› money is deposited at sight and the residual maturity of most money market
investments is less than 90 days. The average fixed interest period of mortgage loans is
around 2.5 years (2012: 2.5 years), while for bonds it is around 2.6 years (2012: 2.4 years).
Since 2012, VZ Depository Bank Ltd has regularly participated in mortgage bond auctions
of Schweizerische Pfandbriefbank in order to align the maturities of assets and liabilities
and reduce the interest rate risk. Mortgage bonds on the balance sheet date amounted
to CHF 70.4 million (2012: CHF 27.7 million) with an average maturity of 6.4 years
(2012: 5.9 years). While mortgage bonds reduce the interest margin in the short term, the
interest rate risks with respect to a possible rise in interest rates are also reduced.
70
Notes to the financial statements – risk management
Annual report 2013 VZ Group
The interest risk in the event of a rise in the interest curve of 1% (or 100 basis points)
impact total equity by CHF 1.1 million (2012: CHF –10.2 million).
Currency risks
Currency risks refer to losses that can be incurred due to exchange rate fluctuations.
The VZ Group does not have any significant foreign exchange holdings and therefore
hardly bears any currency risks. To optimize revenues short-term foreign exchange contracts can be closed. For this reason foreign currency holdings are exchanged in Swiss francs
and hedged by forward foreign exchange contracts so that no currency risks arise. Group
Foreign currency holdings can be acquired from earnings in daily operations. For example,
such earnings at VZ Depository Bank Ltd are attributable to the spread on foreign exchange
transactions, interest payments and transaction fees in foreign currencies. The holdings
are continuously monitored and converted to Swiss francs. Foreign exchange transactions
for clients are normally traded through.
Foreign exchange table financial instruments
CHF ‘000
CHF
EUR1
USD
Others
Total
Cash & cash equivalents
Sight deposits
Time deposits (up to 90 days)
11’493
3’960
2’893307’719
289’373
34‘357
4‘455
102‘612
63‘800
Short term investments
Time deposits (from 90 days)
Mortgage pre-financing
Lombard credits
11‘043
5‘346
267‘000
604
3‘945
283‘389
604
3‘945
Financial assets
Time deposits (over 1 year)
Mortgages
Bonds
Other financial assets
34’000
2‘673
545‘989
117‘166
7‘149
4‘011
320
36’673
545‘989
128‘326
320
Due to banks
(27)
(27)
Due to customers
(908‘352)
(110‘623)
(56‘842)
(4‘654)(1’080‘471)
Long-term debts
Medium-term notes
(2‘534)
(2’534)
Loans from central mortgage institutions
(70‘409)
(70‘409)
Time deposits
(2‘000)
(2‘000)
Total as at 31.12.2013
338‘875
Foreign exchange forward contracts 0
(46‘581)
(36’397)
(1’761)254‘136
50‘234
36‘565
1’761
88‘560
Total as at 31.12.2013 (hedged)
338‘875
3‘653
168
0324‘696
Total as at 31.12.2012
211‘280
3‘010
39
388
214‘717
1 incl. cash & cash equiralents of VZ Germany of TEUR 1‘624 (2012: TEUR 2‘769).
Annual report 2013 VZ Group
Notes to the financial statements – risk management
71
The currency risk in the event of changes of foreign currency rates of +/–5% in EUR
impact total equity by +/– TCHF 183 (2012: +/– TCHF 151), respectively of +/–5% in
USD the impact amounts to +/– TCHF 8 (2012: +/– TCHF 19).
Liquidity and refinancing risks
Liquidity and refinancing risks arise when ongoing obligations can no longer be fulfilled
or assets such as loans can no longer be financed at a reasonable price.
Refinancing risk
The VZ Group hardly bears any refinancing risks in the conventional sense. Maturity
transformation is very low as the majority of clients› money and own funds are deposited
at sight or in small to medium-term investments.
Liquidity risk
The cash-flow and the gain in clients› money ensure sufficient liquidity for the VZ Group.
The treasury of VZ Depository Bank Ltd is primarily responsible for investing the liquid
assets.
VZ Depository Bank Ltd monitors its liquidity risks on the basis of the statutory risk
measurement figures. It complies with both the requirements pertaining to minimum
reserves (Art. 12 et seq. of the National Bank Ordinance) and the provisions governing
overall liquidity (Art. 12 et seq. of the Liquidity Ordinance). Since the introduction of
Basel III at the start of 2013, banks have to report an additional liquidity ratio, the so-called
liquid coverage ratio (LCR). The VZ Group and VZ Depository Bank Ltd have been
calculating this ratio and reporting it to the Swiss Financial Market Supervisory Authority
(FINMA) since June 2013.
VZ Depository Bank Ltd and the VZ Group also met all legal requirements without exception in the year under review.
72
Notes to the financial statements – risk management
Annual report 2013 VZ Group
Maturity table (remaining time to maturity) financial instruments
CHF ‘000
Demand
0 to
3 to
1 to
3 months 12 months 5 years
Cash & cash equivalents
307’719
Sight deposits
Time deposits (up to 90 days)
102’612
over
5 years
Total
307’719
102‘612
Short term investments
Time deposits (from 90 days)
Mortgage pre-financing
Lombard credits
105’135
178’254
283‘389
604
604
1‘920
2‘025
3‘945
Financial assets
Time deposits (over 1 year)
16’673
20’000
36’673
Mortgages
344’647
132’432
13’042
55’867
545’988
Bonds
15’499
19’904
77‘097
15‘827
128’327
Other financial assets
320
320
Due to banks
(27)
(27)
Due to customers
(2‘000)
(178)
(1’080‘471)
(1‘078‘293)
Long-term debts
Medium-term notes
(2‘177)
(277)
(2‘534)
(80)
Loans from central
mortgage institutions
(19‘255)
(51‘154)
(70’409)
Time deposits
(2‘000)
(2‘000)
Interest payments
(1‘667)
(4‘988)
(527)
(2‘553)
(241)
Total as at 31.12.2013
(772‘601)
255‘068
412‘432
115‘438
249‘148
238‘811
Total as at 31.12.2012
(560‘393)
196‘405
324‘359
105‘437
213‘660
147‘852
Annual report 2013 VZ Group
Notes to the financial statements – risk management
73
Operational Risk
Operational risks relate to the losses that can occur due to the failure of business processes or controls, systems or people or due to external events. Risk management ensures
that the guidelines are upheld in all key work processes. Organisational measures such as
automation, internal control and security systems, written guidelines and general damage
mitigation techniques additionally limit the operational risks. Employees are also sensitised
towards operational risks.
The Risk Office analyses and discusses the risks at regular intervals with the executive
boards of the individual subsidiaries and business units. The aim of this is also to identify
new risks and define their measurement and control.
Legal and regulatory risk management seeks to minimise the so-called compliance risk,
which refers to the legal or regulatory sanctions, financial loss or loss of reputation resulting
from failure to comply with the applicable provisions. For the VZ Group these particularly
include financial market regulations and decrees and self-regulatory provisions in addition
to its own code of conduct and provisions.
The legal and regulatory standards and requirements increased further in 2013. Several
laws and circulars were issued or amended with regard to Basel III. The FINMA has introduced additional requirements for the liquidity management of banks and financial groups
(liquidity coverage ratio) and redefined the market code of conduct as part of the revision
of the Federal Law on Stock Exchanges and Securities Trading (SESTA). Mention should
also be made of the implementation of the FATCA provisions and the FINMA requirements as part of the US programme for resolving the tax dispute with the United States.
The VZ Group continuously observes these developments. It has formed the necessary
committees and hired additional specialists in the Legal & Compliance unit in order to
coordinate and implement all requirements on time.
Reputational risk
Negative media coverage can damage the VZ Group’s good reputation. The VZ Group
minimises reputational risks by means of clear management structures, standardised work
processes, detailed client documentation, a code of conduct for all employees and the
centralisation of important communication tasks.
Capital management
The purpose of capital management is to ensure sufficient capital allocation to the individual companies of the VZ Group at all times. To this end, three-year capital planning is
carried out on an annual basis.
74
Notes to the financial statements – risk management
Annual report 2013 VZ Group
Banking regulatory disclosures on capital resources
The VZ Group as a financial services provider is subject to supervision by the Swiss
Financial Market Supervisory Authority (FINMA). It therefore also has to meet the banking law capital requirements and disclosure provisions. In terms of capital resources, the
VZ Group aims not only to meet the minimum regulatory requirements at all times, but
also to facilitate its growth thanks to a solid capital structure.
Presentation of eligible capital
CHF ‘000
31.12.2013 31.12.2012
restated1
Eligible adjusted common equity Tier 1 capital (CET 1)
(after taking account of bank-issued equity securities
which are to be deducted)
254’100 (17)
less other components to be deducted from core capital
212’702
Common equity Tier 1 capital (net CET 1)
254‘100 212‘685
Total regulatory capital (net T 1)
254‘100 212‘685
Presentation of required capital
CHF ‘000
Approach used
Credit risk
SA-CH
Non-counterparty-related risks
Capital adequacy requirements
31.12.2013 31.12.2012
restated1
40’375
31’606
6’355
4’576
Market risk
Standard approach
of which on currencies and precious metals
Operational risk
Basis indicator/rate of return
230
230
375
375
23’386
21’474
Total
70’346
58’031
BIS ratios
31.12.2013 31.12.2012
restated1
Common equity tier 1 capital ratio (CET 1)
Tier 1 capital ratio (CET 1 & AT 1)
29.32%
28.90%
Total capital ratio
28.90% 29.32%
Capital adequacy target according to the FINMA-Circular 11/2
Countercyclical buffer
1.00% 0.00%
Total capital adequacy targets
12.20% 11.20%
28.90% 11.20% 29.32%
11.20%
1 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
Annual report 2013 VZ Group
Notes to the financial statements – risk management
75
Notes on the income statements
Operating revenues
CHF ‘000
2013 2012
Consulting fees
Management fees
133‘744 115‘449
15‘236 Banking revenues
21‘641 21‘486
Other operating revenues
486 499
Total operating revenues
171’107 153’152
15‘718
Consulting fees
For private clients, consulting fees cover retirement and estate planning, real estate financing, tax planning, investment advice and the execution of wills; for corporate clients
risk management consulting and services relating to pension fund solutions, and payroll
services; for institutional clients investment advice.
Management fees
For private clients, management fees cover portfolio management, mortgage originating
and servicing and support services and for corporate clients insurance and pension fund
management.
Banking revenues
Banking revenues comprise the net revenues of VZ Depository Bank from the interest,
commission and trading business. Banking revenues attributable to portfolio management
services are reported under management fees.
CHF ‘000
2013 2012
Banking revenues
21‘641 21‘486
thereof interest income
7‘053 7‘198
thereof interest expense
3‘520 2‘523
Other operating revenues
Other operating revenues comprise mainly revenues generated with our publishing activities, e.g. books and periodicals.
76
Notes to the financial statements – notes on the income statements
Annual report 2013 VZ Group
Personnel expenses
31.12.2013 31.12.2012
Employees
Full time equivalents
586,0 529,8
674 603
CHF ‘000
2012
Pages 2013
Salaries
Pension costs – defined benefit plan
58‘613 1 53‘341 2
97 – 991‘840 1‘178
Pension costs – defined contribution plans
984 867
Other social security expenses
4‘600 4‘062
Other personnel expenses
3‘564 2‘763
Total personnel expenses
69’601 62’211
1 Including share-based payments of TCHF 2‘715 and costs for option plans TCHF 488.
2 Including share-based payments of TCHF 2‘288 and costs for option plans TCHF 499.
Other operating expenses
CHF ‘000
Annual report 2013 VZ Group
2013
2012
Office space rent and maintenance
Marketing expenses
6’870
6’231
General and administrative expenses
11‘832
9‘636
Total
24’758
21’101
6’056
5’234
Notes to the financial statements – notes on the income statements
77
Net finance income
CHF ‘000
2013 2012
Interest expense to third parties
Interest income from third parties
175 336
Interest income from related parties
0
36
Capital losses incl. foreign exchange
(44) (71)
Capital gains incl. foreign exchange
100
87
Other commission expenses
(68) (36)
Total
161 335
(2) (17)
All interest income and expenses stem from financial instruments that are recognised in
the balance sheet at amortized cost or fair value (excluding interest income from mortgages and bonds). In addition to the interest income and expenses shown in the table
above, operating revenues («Banking revenues») include the net interest income of VZ
Depository Bank Ltd. The net interest income of VZ Depository Bank Ltd forms part of
our business activities and is therefore attributed to «Banking revenues». Further details
can be found on page 76.
Marketable securities are recognized at fair value. The share of capital gains from securities tradable at short notice excluding foreign currency forward transactions amounts to
TCHF 65 (2012: TCHF 60) and the share of capital losses comes to TCHF –5 (2012:
TCHF –5). The remaining capital gains and losses were derived from financial instruments
that are valued at amortized cost.
78
Notes to the financial statements – notes on the income statements
Annual report 2013 VZ Group
Income tax
The VZ Group applies a weighted average tax rate that takes into account the official tax
rates of the individual Swiss companies and their share in the total profit that are used to
calculate the weighted average expected tax rate. Changes to the weighted average expected
tax rates are largely attributable to different local taxation rates. Since the contributions
of each company to total profit before income taxes differ each year, the weighted average
expected tax rates also change. Furthermore, changes to the local taxation rates can impact
the weighted average expected tax rates.
Consolidated income statement
CHF ‘000
2013
2012
Current income tax
Current income tax charge
12’255
12’501
Adj. in respect of current income tax of previous years
(75)
5
Deferred income tax
Relating to origination and reversal of temp. differences
664
15
Tax expense reported in the cons. income statement12’844
12’521
CHF ‘000
2013 Rate2012 Rate
Profit before income taxes
72’851
Expected income tax expense
Adj. in respect of current inc. tax of previous years Annual report 2013 VZ Group
66’801
13’035 17,90%
(75)
12’565 18,80%
5
Effect of higher tax rates in Germany
89
29
Appropriation of non-capitalized deferred taxes
loss carryforwards
(7)
(6)
Effect of tax losses
(198)
(72)
Effective income tax expenses
12’844 17,63%
12’521 18,74%
Notes to the financial statements – notes on the income statements
79
Deferred income taxes
CHF ‘000
31.12.2013
Deferred tax liabilities
31.12.2012
restated1
Provisions
Intangible assets
0
0
Options incl. social security expenses
(1‘254) (808)
Income for work in progress
(298) (310)
Total deferred tax liabilities
(1‘578) (1‘133)
(26) Deferred income tax assets
(15)
Deferred pension cost for defined benefit plan (IAS 19)
446
448
Property and equipment
35
66
Intangible assets
89
87
Tax loss carry-forwards
456
611
Total deferred income tax assets
1’026
1’212
Deferred tax assets net
(552) 79
Reflected in the balance sheet as follows
Deferred tax assets
Deferred tax liabilities
(991) (423)
Deferred (tax liabilities)/tax assets net
(552) 79
439 502
1 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
Tax assets from losses carried forward in Germany amount to TEUR 362 (2012: TEUR
497). These tax assets are available indefinitely for offset against future taxable profits of
VZ VermögensZentrum GmbH. The offsetting of the tax assets carried forward against
taxable profits may last for several years due to additional expenses entailed by the planned
expansion in Germany.
Furthermore, minor loss carryforwards arose at Früh & Partner Vermögensverwaltung Ltd
in the reporting year.
80
Notes to the financial statements – notes on the income statements
Annual report 2013 VZ Group
Earnings per share
Consolidated earnings per share are calculated by dividing the net profit for the year
attributable to shareholders of the parent company by the weighted average number of
outstanding shares (excluding the weighted number of treasury shares) for the year.
CHF ‘000
2013 2012
Net profit for the year
Weighted average number of shares issued
8’000’000 8’000’000
Less weighted average number of treasury shares
118‘364 153‘538
Weighted average number of outstanding shares (undiluted)
7’881‘636 7’846‘462
Dilution effect from option programmes
28‘191 30‘739
Weighted average number of outstanding shares (diluted)
7‘909‘827 7‘877‘201
Undiluted earnings per share (CHF)
7.61 6.92
Diluted earnings per share (CHF)
7.59 6.89
60‘006 54‘302
To calculate the diluted earnings per share, potentially dilutive shares from the option
programme are added to ordinary shares to create an adjusted number of shares of VZ
Holding Ltd. The dilution from the option programme is determined on the basis of the
number of ordinary shares of VZ Holding Ltd which could have been bought at the market
price for the amount of the accumulated difference between the market and exercise price
of the outstanding options. The relevant market price used is the average annual share
price in the financial year.
There were no other changes to the capital structure between the reporting date and the
date of preparation of these financial statements.
Annual report 2013 VZ Group
Notes to the financial statements – notes on the income statements
81
Notes on the balance sheets
Cash and cash equivalents
Cash and cash equivalents comprise cash in bank and postal accounts, petty cash, call
deposits and short-term investments with a residual maturity of three months or less from
the date of acquisition.
Short term investments
CHF ‘000
31.12.2013
31.12.2012
Time deposits more than 3 months
Interim financing for mortgages
604
6‘725
Lombard credits
3‘945
1‘235
Total
287’938
219’195
283‘389
211‘235
Time deposits comprise fixed-term deposits with banks with a maturity of between three
and twelve months from the date of acquisition.
Marketable securities at fair value
The securities item comprise above all investment funds as well as positive replacement
values of foreign exchange forward transactions, which are held at fair value as securities
investments tradable at short notice.
Receivables from clients and other receivables
As at 31 December, the maturity structure for receivables from clients and other receivables was as follows:
Receivables from clients
CHF ‘000
Summe
Not due
nor impaired
Due but not impaired
< 30 days
30–90 days
> 90 days
31.12.2013
3‘768
3‘290
209
100
169
31.12.2012
3‘358
2‘915
180
97
166
Other receivables
CHF ‘000
Summe
82
Not due
nor impaired
Due but not impaired
< 30 days
30–90 days
> 90 days
31.12.2013
2‘965
2‘965
0
0
0
31.12.2012
1‘499
1‘499
0
0
0
Notes to the financial statements – notes on the balance sheets
Annual report 2013 VZ Group
Receivables from clients and other receivables are non-interest bearing and generally have
one to three-month terms. Receivables from clients are largely derived from invoices for
consulting services not yet paid as per the balance sheet date.
Accrued income and deferred expenses
CHF ‘000
31.12.2013
31.12.2012
Prepaid expenses
Consulting fees
1’914
1’826
Management fees
19‘733
17‘994
Banking revenues
3’484
2’037
Other operating revenues
50
11
Total accrued revenues
Total
28’087
2‘906
25’181
2‘366
21’868
24’234
Accrued income and deferred expenses include revenues not invoiced as of 31 December
and prepaid expenses.
Other current assets
CHF ‘000
31.12.2013
31.12.2012
Rent deposits
Short term overdrafts due to securities transactions
1‘797
1‘326
Other positions
417
157
Total
2‘442
1‘703
31.12.2013
31.12.2012
Loans to employees
302
306
Time deposits more than 1 year
36‘673
37‘746
Mortgages
545‘989
401‘729
228
220
Financial assets
CHF ‘000
Bonds
(also see following overview)
128‘327
104‘930
Other financial assets
17
17
Total
711’308
544’728
(for further details, see the section «Risk management»)
Most loans to employees have no fixed repayment dates. Prime mortgage loans for Swiss
residential property and bonds investments were held for diversification purposes.
Annual report 2013 VZ Group
Notes to the financial statements – notes on the balance sheets
83
Disclosure of the remaining time to maturity/framework agreements 1 of mortgages
CHF ‘000
to 1 year
1 to 3 years
3 to 5 years
over 5 years
Total
Interest rate based on
libor
1 month libor
0
0
0 0
0
3 month libor
59‘493
127‘621
122‘878 1‘260
311‘252
6 month libor
500
1‘175
0 0
1’675
31.12.2013
Total libor mortgages
59’993
128’796
122’878 1’260
312’927
Fixed interest rate
8‘916
38‘074
2
54‘900 131‘172
233‘062
Total mortgages
177’778 31.12.2012
68’909
libor
Interest rate based on
166’870
132’432545’989
1 month libor
1‘355
0
0 0
1‘355
3 month libor
60‘298
113‘681
51‘533 240
225‘752
6 month libor
1‘225
850
300 0
2’375
Total libor mortgages
62’878
114’531
51’833 240
229’482
Fixed interest rate
7‘714
26‘363
2
39‘823 98‘347
172‘247
Total mortgages
1
2
70’592
140’894
91’656 98’587401’729
For mortgages with libor based interest rates maturities are fixed at the beginning – the table above displays
he remaining time to maturity.
VZ Group is applying fair value hedge accounting by using interest rate swaps (contract volume to CHF 5 million,
2012: CHF 5 million) to hedge its exposure to market fluctuations with fixed-rate mortgages. Further information
is shown on page 102.
These exclusively comprise Swiss prime residential mortgages. No value adjustments
were carried out in the reporting year. In addition, no mortgage receivables were classified
as distressed.
Further details of mortgages and bonds can be found in the section entitled «Risk
management» on pages 66 to 75.
84
Notes to the financial statements – notes on the balance sheets
Annual report 2013 VZ Group
Property and equipment
Interior fittings
CHF ‘000
Office furniture
and others
Equipment
and IT fittings
Total
2013
2012
2013
2012
2013
2012
2013
2012
Gross values at cost
Balance as at 1 January
Additions
2‘228
Disposals/Removals
(238)
(788)
(9)
(378)
(625)
(1‘778)
(785)
(205)
7’245
7’092
2’878
3’398
2’280
2’671
12‘794
12‘770
4‘218
988
1‘002
941
1‘803
265
597
Cumulative translation adjustments 1
0
3
1
1
(1)
0
(1)
Balance as at 31 December
9’236
7’245
3’858
3’296
16’390
2’878
2’671
12’794
Accumulated depreciation and impairment
Balance as at 1 January
Depreciation
836
694
2’013
445
732
1’868
458
716
Impairments
0
0
0
0
0
0
0
0
Disposals/Removals
(238)
(788)
(625)
(9)
(378)
(1‘778)
(785)
(205)
3’154
3’247
1’724
2’052
1‘666
1‘159
6’544
6’458
Cumulative translation adjustments 0
1
4
0
4
(4)
(1)
(4)
Balance as at 31 December
Net carrying amount
3’752
3’154
7’936
2’160
2’024
6’544
1’724
1’666
As at 1 January
As at 31 December
5’484
4’091
8’454
1’698
1‘272
6’250
1’154
1‘005
4’091
3’845
1’154
1’346
1‘121
1‘005
6’250
6’312
Impairment losses incurred and fire insurance value of property and equipment:
CHF ‘000
2013
2012
Impairment losses incurred
Fire insurance value
7’711
6’805
2013
2012
Interior fittings
10 years
10 years
Office furniture and others
5 years
5 years
Equipment and IT fittings
3 years
3 years
0
0
The estimated useful life of the tangible assets is as follows:
Annual report 2013 VZ Group
Notes to the financial statements – notes on the balance sheets
85
Intangible assets
Business set-up1
Software
CHF ‘000
Total
2013
20122013
20122013
2012
Gross values at cost
Balance as at 1 January
Additions
03‘406
2‘250
3‘406
2‘2500
Disposals/Removals
5‘367
(406)
3‘224
0
2’033
(2‘033)
(107)0
5’367
(406)
5’257
(2‘140)
Cumulative translation adjustments
00
0
0
00
Balance as at 31 December
08’367
5’367
8’367
5’3670
Balance as at 1 January
2‘514
Amortisation
1262‘045
1‘506
2‘045
1‘3800
Impairments
00
0
0
00
Accumulated amortisation and impairment
Disposals/Removals
(406)
1‘241
0
1‘907
(2‘033)
(107)0
2‘514
(406)
3‘148
(2‘140)
Cumulative translation adjustments
00
0
0
00
Balance as at 31 December
04’153
2’514
4‘153
2‘5140
As at 1 January
2‘853
As at 31 December
04‘214
2‘853
4‘214
2‘8530
Net carrying amount
1‘983
0
126
2‘853
2‘109
1 Business set-up costs comprise IT-solutions from external suppliers related to the creation of VZ Depository Bank.
The estimated useful life of the intangible assets is as follows:
86
2013
2012
Software
3 years
3 years
Business set-up costs
n.a.
5 years
Notes to the financial statements – notes on the balance sheets
Annual report 2013 VZ Group
Trade payables and other current liabilities
CHF ‘000
31.12.2013
31.12.2012
Trade payables
2’254
839
Tax payables
4‘806
3‘902
Derivative financial instruments
375
389
Others
2‘634
1‘055
Total other current liabilities
7‘815
5‘346
Due to banks
27
0
Due to customers
1’080’471
752’579
Total
1’090’567
758’764
Trade payables are not interest-bearing and are normally settled within 30 days.
Taxes and duties include withholding taxes, value added taxes and issue duties.
Derivative financial instruments include negative replacement values of interest rate swaps
and foreign exchange forward transactions. Further details can be found on page 102.
Client liabilities are primarily derived from client deposits with VZ Depository Bank Ltd.
As at 31 December the maturity structure of the liabilities was as follows:
CHF ‘000
Total
Demand
< 3 months 3–12 months
31.12.2013
Trade payables
2’254 2‘254
Other current liabilities
7‘525290
7’815 Due to banks
27 27
Due to customers
1’080’471 1‘080‘293
178
Total
1’090’567 1’080’320
9’957
290
31.12.2012
Annual report 2013 VZ Group
Trade payables
839 839
Other current liabilities
4‘957389
5’346 Due to customers
366
752’579 752‘213
Total
758’764 752’213
6’162
389
Notes to the financial statements – notes on the balance sheets
87
Unutilized credit limits
As at 31 December 2013, VZ Group reported CHF 31.4 million (31.12.12: CHF 31.4
million) of unutilized credit limits.
Provisions
CHF ‘000
Provisions for
operational risks
As at 1 January 2012
Additions
Used during the year
0
Unused amounts reversed
(474)
Cumulative translation adjustments
0
As at 31 December 2012
0 As at 1 January 2013
0
Additions
0
Used during the year
0
Unused amounts reversed
0
Cumulative translation adjustments
0
As at 31 December 2013
474
0
0
A number of Group companies are the subject of litigation arising out of the normal conduct of their business as a result of which claims could be made against them. Such claims,
in whole or in part, might not be covered by insurance. The provisions for operational risk
(legal fees and lawsuits) are valued at management’s best estimates.
Provisions for operational risks of TCHF 474 were released in the 2012 financial year.
This decision was based on a revaluation of the risks within the Group companies.
US tax programme
88
In the financial year 2013, all Swiss banks were invited to take part in the programme
aimed at resolving the tax dispute between the Swiss banks and the United States. The
programme was published by the US Department of Justice on 29 August 2013. Until the
end of 2013, the banks had to decide whether they wanted to participate in category 2 of
the programme. This category is intended for those banks, which have reasons to believe
that they have committed tax offences in relation to undeclared accounts held by US
citizens. VZ Depository Bank Ltd has never pursued an offshore strategy and always
excluded US citizen as clients. Based on a thorough analysis of client relations, VZ Depository Bank’s Board of Directors decided not to take part in category 2 of the programme.
In the financial year 2013, no provisions for fines or costs of proceedings were made.
Notes to the financial statements – notes on the balance sheets
Annual report 2013 VZ Group
Accrued expenses and deferred income
CHF ‘000
31.12.2013 31.12.2012
Personnel expenses
Other expenses
966 1‘033
Banking
expenses1
Management fee
expenses1
4’373 4’562
246 101
1‘547 29
Total accrued expenses
Prepaid revenues
357 906
Total
7’489 6’631
7’132 5’725
1 These expenses which have not yet been charged constitute expenditure (negative revenues) in conjunction
with bank revenues and administrative revenues which, in accordance with industry standards, are reported as
net revenues in the income statement.
Accrued expenses and deferred income include expenditure that has not yet been invoiced
as well as revenue paid in advance for services to be rendered in the future. Personnel
and other operating expenses which have not yet been settled are due within the next
90 days. The majority of banking and management expenses are also due within the next
90 days.
Annual report 2013 VZ Group
Notes to the financial statements – notes on the balance sheets
89
Non-current liabilities
CHF ‘000
31.12.2013
31.12.2012
restated1
Medium-term notes
Loans from central mortgage institutions
70‘409
27‘665
Time deposits more than 1 year
2‘000
0
Total long-term debts
(also see following overview)
2‘534
74‘943
2‘206
29‘871
Deferred pension cost
2‘336
2‘525
Others
546
470
Total other non-current liabilities
2‘882
2‘995
Total non-current liabilitites
77‘825
32‘866
1 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
Deferred pension fund costs relate to the liabilities attributable to occupational pension
plans pursuant to IAS 19. Further details can be found on pages 97 to 99.
Disclosure of the residual term to maturity of non-current financial liabilities
CHF ‘000
to 1 year
31.12.2013
3 to 5 years
over 5 years
680 0
Total
Medium-term notes 357
Loans from central
mortgage institutions0
0
19‘256 51‘15370‘409
Time deposits
2‘000
0 02‘000
19‘936 51‘153
765 0
0
Total long-term debts
31.12.2012
90
1 to 3 years
357
1‘497
3‘497
2‘534
74’943
Medium-term notes 357
Loans from central mortgage institutions0
0
6‘489 21‘17627‘665
Total long-term debts
357
Notes to the financial statements – notes on the balance sheets
1‘084
1‘084
7‘254 21‘176
2‘206
29’871
Annual report 2013 VZ Group
Share capital and reserves
The share capital of VZ Holding Ltd as per 31 December 2012 amounts to CHF 2 million and consists of 8 million registered shares with a nominal value of CHF 0.25 each.
All shares are fully paid up. There is a conditional share capital of 160’000 registered
shares with a nominal value of CHF 0.25 each to serve option plans for employees and
the Board of Directors. The company has not issued any preferential shares and there is
no authorized capital.
Matthias Reinhart directly holds 5.69% of VZ Holding Ltd’s shares. He also owns
100% of Madarex Ltd, Zug, which in turn holds an additional 55.10% of VZ Holding
Ltd’s shares. The other members of the Board of Directors hold 1.21% while the other
members of the Executive Board hold 3.36% of VZ Holding Ltd’s shares.
In addition, 0.51% of the shares are held by employees. These shares are locked-up and
listed in the share register.
The table below illustrates the shareholding structure of VZ Holding Ltd and lists the
shareholders holding 3% or more of the voting rights of VZ Holding Ltd. If no information on the number of shares is given for the year under review or the previous year, less
than 3% of VZ Holding Ltd’s voting rights were hold at the respective reporting date.
Major shareholders
as at 31.12.2013
Number of shares at CHF 0.25
nominal value each
in %
as at 31.12.2012
Number of shares at CHF 0.25
nominal value each
in %
Employees and statutory bodies
Matthias Reinhart (direct and indirect)1
Other members of the Board of Directors2
Other members of the Executive
Board2
Employees3
4‘863‘130
60.79
4‘860‘415
60.76
96‘623
1.21
100‘613
1.26
268‘431
3.36
287‘278
3.59
40‘415
0.51
42‘025
0.53
Other shareholders
UBS Fund Management
(reported on 9.11.2012)
266‘699
3.33
266‘699
3.33
DWS Investment GmbH
(reported on 12.11.2010)
245‘000
3.06
245‘000
3.06
240‘482
3.01
–
–
240‘000
3.00
240‘000
3.00
FIL Limited
(reported on 6.11.2013)
Capital Group Companies
(reported on 31.10.2012)
–
–
337‘935
4.22
Others < 3%
1‘739‘220
21.73
1‘620‘035
20.25
Grand total
8’000’000
100.00
8’000’000
100.00
Migros-Genossenschafts-Bund
(in accordance with the share register)
1 Thereof 3‘591 shares (0.04%) are locked-up (31.12.2012: 3‘891 shares (0.05%) are locked-up).
2 Without related parties.
3 Only the locked-up shares listed in the share register held by employees (including former employees) are shown.
Annual report 2013 VZ Group
Notes to the financial statements – notes on the balance sheets
91
Treasury shares
Number
Reserves
in ‘000 CHF
As of 1 January 2012
Purchases
63‘621 5‘951
Disposals
(62‘150) (2‘712)
As of 31 December 2012
As of 1 January 2013
153’158 14’117
Purchases
38‘470 5‘072
Disposals
(105‘383) (9‘790)
As of 31 December 2013
151’687 153’158 86’245 10’878
14’117
9’399
This position includes the retained net profit (retained earnings and free reserves) as well
as the reserves that are required by law (legal and statutory reserves). Together with the
«net profit» item, the reserves form the retained earnings. The VZ Group’s legal reserves
rose to CHF 7.048 million as at 31 December 2013 (2012: CHF 5.842 million). Statutory
reserves remained unchanged at CHF 0.363 million (2012: CHF 0.363 million).
The VZ Group is not subject to any legal restrictions on the amount of dividends it pays
to its shareholders apart from the Swiss Code of Obligations. The Swiss Code of Obligations stipulates that dividends may only be paid out of freely distributable reserves or
retained earnings and that 5% of annual retained earnings must be allocated to the legal
reserves until such reserves amount to 20% of the paid-in share capital.
Cumulative
translation
differences
92
The foreign currency translation reserves are used to record exchange differences arising
from the translation of the financial statements of VZ VermögensZentrum GmbH,
Munich.
Notes to the financial statements – notes on the balance sheets
Annual report 2013 VZ Group
Additional information
Related party disclosures
VZ Holding Ltd is the parent company of the VZ Group. Related parties include the Board
of Directors and members of the Group Executive Board. Since Madarex Ltd, Zug, holds
55.1% of the shares of VZ Holding Ltd, Zurich, Madarex Ltdand its subsidiary Madarex
Immobilien Ltd, Zug likewise qualify as related parties (ultimate parent). VZ Sammelstiftung, Zurich, VZ Freizügigkeitsstiftung, Zurich, VZ Immobilien-Anlagestiftung, Zug,
VZ Vorsorgestiftung 3a, Zurich, VZ Anlagestiftung, Zurich, VZ Freizügigkeitsstiftung
der Zentralschweiz, Zug and VZ BVG Sammerlstiftung, Zurich count as related parties
because the Supervisory Committee consists of representatives of the VZ Group.
Receivables and
libilities
Compensation of
members of the
Board of Directors
The table on the following page shows the total amounts of transactions with related parties
for the relevant financial years.
Outstanding balances at year end are largely unsecured. No guarantees have been issued or
received in connection with related party receivables or liabilities. For the year ending on
31 December 2013, the VZ Group did not form any provisions for outstanding amounts
owed by related parties (2012: zero). This assessment is carried out at the end of each
financial year.
The compensation paid to members of the Board of Directors, Group Executive Board and
related parties amounted to TCHF 5’591 in 2013 (2012: TCHF 5’222). Further details
can be found on pages 116 and 117.
and Group Executive
Board
The Board of Directors sets its compensation annually. It comprises fixed basic compensation as well as fixed compensation for additional tasks performed within the Board of
Directors such as sitting on a board committee or assuming a special function within the
Board of Directors.
The compensation of the Group Executive Board is also set annually by the Board of
Directors. The compensation comprises a fixed salary and a variable component (bonus).
The amount of the bonus is linked to the growth in revenues and net profit at Group level
and the attainment of individual targets. Depending on the particular function on the
Group Executive Board, the maximum bonus may amount to the level of the fixed salary
and in extreme cases be waived completely. The Board of Directors may agree exceptions
to the setting of bonuses as described here.
Annual report 2013 VZ Group
Notes to the financial statements – additional information
93
CHF ‘000
Services
rendered to
related parties
Services
purchased from
related parties
Receivables
vis-à-vis
related parties
Liabilities
vis-à-vis
related parties
Board of Directors and Executive Board
57
228 1
0
39
55
353 1
0
0
2013
73
35
6
0
2012
109
90
0
0
2013
2012
Madarex Ltd, Zug2
Madarex Immobilien Ltd, Zug
2013
6
14
0
0
2012
5
1
0
0
2013
518
113
123
0
2012
518
55
112
0
2013
3‘642
347
455
0
2012
3‘136
335
357
0
2013
380
0
83
0
2012
314
0
73
0
2013
966
0
280
0
2012
547
0
209
0
2013
4‘720
0
0
0
2012
3‘656
0
0
0
VZ Sammelstiftung, Zurich
VZ Freizügigkeitsstiftung, Zurich
VZ Immobilien-Anlagestiftung, Zug
VZ Vorsorgestiftung 3a, Zurich
VZ Anlagestiftung, Zurich
VZ Freizügigkeitsstiftung der Zentralschweiz, Zug
2013
59
119
0
0
2012
0
0
0
0
2013
0
100
9
0
2012
0
0
0
0
VZ BVG Sammelstiftung, Zurich
1
2
94
Blum&Grob attorneys at law Ltd – represented by Dr. Albrecht Langhart acting in his capacity as a partner – provided legal services worth
TCHF 170 (2012: TCHF 327) for VZ Holding Ltd as well as for its Group companies.
In addition, as at 31 December 2013 Madarex Ltd holds receivables vis-à-vis related parties of VZ Group in the amount of TCHF 17’274
(2012: TCHF 16’580) and no liabilities as at 31 December 2013 (2012: zero). Revenues generated out of these receivables amount for TCHF 209
(2012: TCHF 217) whereas expenses account for TCHF 46 (2012: TCHF 46).
Notes to the financial statements – additional information
Annual report 2013 VZ Group
Share-based management benefit programme
The share-based management benefit programme ensures that management employees
receive 20% to 50% of their bonus in the form of shares, depending on their level of
management. Management employees may also draw an additional part of their bonus
in shares rather than cash. The share component can be raised by 50% in relative terms
and therefore amount to a maximum of between 30% and 75%. The allotment rate of
the shares corresponds to the weighted average price of the traded shares within a period
specified in advance by the management. The shares remain blocked for three years from
the date of allocation.
2013
2012
Number of shares allocated
22‘198
23‘097
Price per share transferred
CHF 117.00
CHF 93.95
End of locked-up period
24.2.2016
23.2.2015
In addition, management employees receive two free options of one share each for every
share drawn. The option exercise price is 125% of the subscription price of the underlying share. The options have a maturity of six years and can only be redeemed against;
cash settlement is ruled out. The options remain locked-up for the first three years and
expire worthless if the employee leaves the VZ Group during this period. The options are
American-style call options.
Annual report 2013 VZ Group
Notes to the financial statements – additional information
95
Option plans
Year of
allocation
Valuation date
Remaining
maturity
Expiration
date
Market value
at grant date
Exercise
price
2013
25.2.2013
5,2 years
24.2.2019
CHF 16.71
CHF 146.25
2012
24.2.2012
4,2 years
23.2.2018
CHF 8.69
CHF 117.45
2011
25.2.2011
3,2 years
24.2.2017
CHF 17.67
CHF 147.25
2010
25.2.2010
2,2 years
24.2.2016
CHF 8.40
CHF
96.72
2009
25.2.2009
1,2 years
24.2.2015
CHF 2.70
CHF
43.67
2008
25.1.2008
0,1 years
24.1.2014
CHF 6.37
CHF 108.75
Outstanding options
Year of
allocation
Allocated options
Outstanding
as at 31.12.2012
Exercised
options
Forfeited options in
the reporting period
Outstanding
as at 31.12.2013
2013
44‘396
–
–
744
43‘652
2012
46‘194
45‘394
–
732
44‘662
2011
41‘960
39‘386
–
798
38‘588
2010
51‘330
47‘468
19‘245
–
28‘223
1
2009
98‘184
52‘906
34‘186
–
18‘720
1
2008
40‘860
29‘206
28‘646
136
424
1
Total
322‘924
214‘360
82‘077
2‘410
174’269
1 Options exercisable at balance sheet date.
The weighted average of the remaining maturities of outstanding options as at
31.12.2013 was 3.6 years (31.12.2012: 3.3 years). The weighted average exercise price
as at 31.12.2013 is CHF 119.96 (31.12.2012: CHF 98.94).
96
Notes to the financial statements – additional information
Annual report 2013 VZ Group
Pension plans
There are pension plans for the majority of employees at the VZ Group. These can be
either defined contribution or defined benefit plans. The majority of VZ Group employees
participate in a pension plan with affiliation to a collective foundation with full insurance
coverage. Contributions to such plans are paid by the employer and employees. Under
IAS 19, Swiss pension plans are regarded as defined benefit plans because they have a
guaranteed interest rate and a stipulated rate of benefit conversion. These plans cover
mandatory benefits as well as excess benefits. Actuarial calculations are carried out by
independent experts for defined benefit plans. The last actuarial calculation for these
pension plans was carried out as of 31 December 2013. The defined contribution benefit
plan is hedged by insurance premiums. These are charged against the income statement
in the period in question.
Disclosures
defined
benefit plan
Reconciliation of the amount recognized in the balance sheet at the end of the year
CHF ‘000
2013 2012
restated1
Plan assets at fair value
Present value of pension obligations
(33‘059) (29‘066)
Prepaid/(deferred) pension cost recognised
in the balance sheet
30‘723 (2‘336) 26‘542
(2‘524)
Component of pension expense
CHF ‘000
2013 2012
restated1
Current service cost
Net interest (expense)/income
(15) 20
Pension cost for defined benefit plans
recognized in personnel expenses
Actuarial (loss)/gain on obligation
247 (2‘360)
Actuarial (loss)/gain on plan assets
(348) (101)
Total remeasurement recognized in OCI
(1’825) (1’212)
(1’840) (1’192)
(101) (2’461)
Net pension cost for defined benefit plans for the VZ Group (1’941) (3’653)
1 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
Further details are shown on page 53.
Annual report 2013 VZ Group
Notes to the financial statements – additional information
97
Movements in the net amount recognized in the balance sheet
CHF ‘000
2013 2012
restated1
Prepaid/(deferred) pension cost at the beginning of the year (2‘525) (822)
Pension cost for defined benefit plans
(1‘941) (3‘653)
Employer contributions
2‘130 1‘950
Prepaid/(deferred) pension cost
(2’336) (2’525)
1 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
Further details are shown on page 53.
Changes in the present value of the pension obligation
CHF ‘000
2013 2012
restated1
Present value of the obligation as at 1 January
Interest cost
586 589
Current service cost
1’825 1’212
Employee’s contributions
1‘420 1’300
Benefits paid
Actuarial (gain)/loss on pension obligation (balancing
29‘066 23‘510
409 95
figure)2(247)
2‘360
Present value of the pension obligation as at 31 December 33’059 29’066
1
2
2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
Further details are shown on page 53.
All actual gains and losses are based on experience adjustments, except for the year 2013, when TCHF –682
was attributable to changes in the discount rate and 2012, when TCHF 1‘800 was attributable to changes in the
parameters (discount rate and futures salary increase).
Changes in the fair value of the plan assets
CHF ‘000
2013 2012
restated1
Fair value of plan assets as at 1 January
Expected return on plan assets
570 609
Employer’s contributions
2’130 1’950
Employee’s contributions
1’420 1’300
Benefits paid
409 95
Actuarial (gain)/loss on plan assets (balancing figure)2
(348) (100)
Fair value of plan assets as at 31 December
30’723 26’542
26‘542 22‘688
1 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
Further details are shown on page 53.
2 All actual gains and losses are based on experience adjustments.
98
Notes to the financial statements – additional information
Annual report 2013 VZ Group
Defined benefit pension plan (actuarial assumptions)
2013 2012
Discount rate (as at 31.12.)
Expected rate of return
2.25% 2.00%
Future salary increase
2.00% 2.00%
Future pension increases
0.00%
0.00%
Expected average remaining service years
8.5 8.6
2.25% 2.00%
Interest and current service cost for 2013 were calculated at a discount rate of 2.0% (2012:
2.5%). The discount rate is adjusted at year-end in order to revaluate the pension obligations. The technical principles for the calculation of the pension obligations are based on
the BVG 2010 generations table.
Sensitivity analysis (Impact of changes in parameters on pension obligations)
CHF ‘000
2013 2012
Discount rate (–0,5%)
Discount rate (+0,5%)
–1‘116 –
Future salary increase (–0,5%)
–333 –
Future salary increase (+0,5%)
+385 –
+1‘475 –
The assets of the collective foundation are invested in accordance with the Swiss Occupational Pensions Act (BVG). The assets managed by the collective foundation consist
entirely of assets from insurance contracts and receivables from life insurance policies.
The estimated employer’s contribution to be paid for our pension plans in 2014 amounts
to CHF 2.4 million (2013: CHF 2.4 million) and is based on prior-year premiums and
expected trends in personal expenses (number of employees, salary development).
Annual report 2013 VZ Group
Notes to the financial statements – additional information
99
Financial instruments
The table on the right shows the fair values of financial instruments based on the valuation
methods and assumptions described below.
The fair value corresponds to the sum at which assets can be freely exchanged and obligations fulfilled between willing and knowledgeable parties that are independent of each
other. Insofar as an active and liquid market (for example a recognised stock exchange)
exists, the VZ Group uses the market price, as this is the best indicator of the fair value
of financial instruments.
Liquid assets, short-term investments
For these financial instruments, the carrying amount on the balance sheet date corresponds
to the fair value.
Securities at fair value
For these financial instruments, the fair value corresponds to the market value.
Trade receivables and liabilities vis-à-vis clients, other receivables, other current assets,
financial assets, other liabilities, other financial liabilities
The fair value of these financial instruments is based on listed market prices or prices quoted
by traders insofar as the financial instruments are traded on an active market. Otherwise,
the fair value is determined using the cash value method. For products whose fixed interest
rate or payment flows cannot be determined in advance, replicable portfolios are used.
100
Notes to the financial statements – additional information
Annual report 2013 VZ Group
Fair value of financial instruments
CHF ‘000
Book value
Fair Value
Divergence
as at 31.12.2013
Assets
Cash & cash equivalents1
Short term investments2
Marketable securities at fair value1,2
Trade receivables2
Other receivables2
Other current assets2
Financial assets
Mortgage2
Bonds2
Time deposits2
Other financial assets2
Subtotal
410‘331
287‘938
985
3‘768
2‘965
2‘442
545‘989
128‘327
36‘673
319
1‘419’737
0
410‘331
0
287‘938
0
985
0
3‘768
0
2‘965
0
2‘442
12‘423
558‘412
129‘844
1‘517
36‘673
0
319
0
1‘433’677
13‘940
Liabilities
Trade payables2
Other current liabilities2
Due to banks2
Due to customers2
Long-term debts
Medium-term notes2
Loans from central mortgage institutions2
Time deposits2
Other non-current liabilities2
Subtotal
2‘254
7‘815
27
1‘080‘471
2‘534
70‘409
2‘000
2‘882
1’168’392
2‘254
0
7‘815
0
27
0
1‘080‘471
0
2‘580
(46)
69‘706
703
2‘000
0
2‘882
0
1’167’735
657
Total of divergence
14’597
as at 31.12.2012
Assets
Cash & cash equivalents1
Short term investments2
Marketable securities at fair value1,2
Trade receivables2
Other receivables2
Other current assets2
Financial assets
Mortgage2
Bonds2
Time deposits2
Other financial assets2
Subtotal
233‘244
221‘941
832
3‘358
1‘499
1‘703
401‘729
104‘930
37‘746
323
1‘007’305
0
233‘244
0
221‘941
0
832
0
3‘358
0
1‘499
0
1‘703
12‘631
414‘360
107‘578
2‘648
37‘746
0
323
0
1‘022’584
15‘279
Liabilities
Trade payables2
Other current liabilities2
Due to customers2
Long-term debts
Medium-term notes2
Loans from central mortgage institutions2
Other non-current liabilities2,3
Subtotal
839
5‘346
752‘579
2‘206
27‘665
2‘995
791’630
839
0
5‘346
0
752‘579
0
2‘262
(56)
27‘647
18
2‘995
0
791’668
(38)
Total of divergence
15’241
1 Financial instruments recognised at fair value (level 1).
2 Financial instruments recognised at fair value (level 2).
3 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
Annual report 2013 VZ Group
Notes to the financial statements – additional information
101
Valuation methods for financial instruments at fair value
CHF ‘000
as at 31.12.2013
Assets
Marketable securities at fair value
Listed
market
prices
Valuation
methods based
on market data
Valuation methods
not based on
market data
Total
(Level 1)
(Level 2)
(Level 3)
94 891 1
Liabilities
0 375
Derivative financial instruments
0
985
0
375
0
832
0
389
as at 31.12.2012
Assets
Marketable securities at fair value
Liabilities
102 730
0 389
Derivative financial instruments
1 Marketable securities include mainly investments funds and positive replacement values of foreign exchange forward
transactions.
Following initial recognition, the fair value of financial instruments (level 1) is determined
on the basis of listed market prices or prices quoted by traders insofar as the financial instruments are traded on an active market.
The fair value of financial instruments (level 2) is determined by generally accepted valuation models which are based on input parameters available on the market. The pricing
models are based on the relevant parameters such as the contract specifications, the underlying instrument’s market value and the interest rate curves. Investment funds are recognised according to their published net asset values.
The VZ Group does not have any financial instruments (level 3) whose fair value is determined using a valuation method which is not based on market data.
The VZ Group hedges foreign exchange risks with foreign exchange forward transactions.
For these transactions, no hedge accounting is applied. The fair values recognised as positive replacement values amounted to TCHF 167 (2012: TCHF 0), those recognised as
negative replacement values to TCHF 85 (2012: TCHF 0). The total value of the contracts
amounts to CHF 88,6 Mio. (2012: CHF 0 Mio.) The trading result of TCHF 81 (2012:
TCHF 0) is reported under «banking revenues».
The VZ Group deploys fair value hedge accounting using interest rate swaps to hedge its
exposure to market fluctuations with fixed rate mortgages. The fair values are recognised
as negative replacement values and amount to TCHF 290 (2012: TCHF 389) with a
contract volume of CHF 5 mio. (2012: CHF 5 mio.). Hedging instruments generated a
loss of TCHF –290 (2012: TCHF –389), while in the same period the hedged mortgages
yielded a gain of TCHF 251 (2012: TCHF 350). The trading result of TCHF –2 (2012:
TCHF –43) is reported under «Banking revenues».
102
Notes to the financial statements – additional information
Annual report 2013 VZ Group
Categories of financial instruments
CHF ‘000
Loans and
receivables
Held for
trading
Held to
maturity
Other
liabilities
Non-financial
instrument
Total
as at 31.12.2013
Assets
Cash & cash equivalents
410‘331
Short term investments
287‘938
Marketable securities at fair value
Trade receivables
3‘768
Other receivables
2‘965
Accrued income
Other current assets
2‘442
Financial assets
582‘981
Property and equipment
Intangible assets
Deferred tax assets
Total assets
1’290’425
Liabilities
Trade payables
Other current liabilities
Due to banks
Due to customers
Income tax payables
Provisions
Accrued expenses
Long-term debts
Other non-current liabilities
Deferred tax liabilities
Total liabilities
985
985
0 0
128‘327
128’327
0
28‘087
8’454
4’214
439
41’194
410‘331
287‘938
985
3‘768
2‘965
28‘087
2‘442
711‘308
8‘454
4‘214
439
1‘460’931
2‘254 2‘254
7‘815 7‘815
27
27
1‘080‘471 1‘080‘471
6’093 6‘093
0 0
7‘489 7‘489
74‘943 74‘943
2‘882
2‘882
991 991
74‘943 1’093‘449 14’573 1’182’965
as at 31.12.2012 (restated1)
Assets
Cash & cash equivalents
233‘244
Short term investments
219‘195
Marketable securities at fair value
Trade receivables
3‘358
Other receivables
1‘499
Accrued income
Other current assets
1‘703
Financial assets
439‘798
Property and equipment
Intangible assets
Deferred tax assets
Total assets
898’797
Liabilities
Trade payables
Other current liabilities
Due to customers
Income tax payables
Provisions
Accrued expenses
Long-term debts
Other non-current liabilities
Deferred tax liabilities
Total liabilities
832
832
104‘930
104’930
0
839
5‘346
752‘579
29‘871 2‘995
0 0
29‘871 761‘759
24‘234
6’250
2’853
502
33’839
233‘244
219‘195
832
3‘358
1‘499
24‘234
1‘703
544‘728
6‘250
2‘853
502
1‘038’398
839
5‘346
752‘579
6’152 6‘152
0 0
6‘631 6‘631
29‘871
2‘995
423 423
13’206 804’836
1 2012 figures have been restated due to the retrospective application of the amended IAS 19 – Employee Benefits.
Annual report 2013 VZ Group
Notes to the financial statements – additional information
103
Scope of consolidation
Changes in the
Group structure
eHypo AG (Zurich) is a wholly owned subsidiary of HypothekenZentrum Ltd. As of
1 January 2013, VZ Holding Ltd retroactively took over 100% of eHypo Ltd’s shares
at a value of CHF 100’000, rebranding the company as VZ Corporate Services Ltd as of
11 January 2013.
VZ Vorsorge Ltd, Zurich, was founded on 24 June 2013. VZ Holding Ltd is the sole
shareholder of the fully paid-up share capital of TCHF 100. This unit provides services
related to consulting, administration and the management of investment foundations,
pension funds and other foundations related to occupational benefits.
The consolidated financial statements include the financial statements of VZ Group and
the subsidiaries listed in the following table:
CHF ‘000
Currency
Share capital
31.12.13 31.12.12
Equity
interest
Subsidiaries (full consolidation)
VZ VermögensZentrum Ltd, Zurich
CHF
2’000
2’000
100%
VZ VermögensZentrum GmbH, Munich
EUR
3’821
3’821
100%
VZ Asset Management Ltd, Zug
CHF
400
400
100%
VZ VersicherungsZentrum Ltd, Zurich
CHF
100
100
100%
VZ Insurance Services Ltd, Zurich
CHF
100
100
100%
HypothekenZentrum Ltd, Zurich
CHF
250
250
100%
eHypo Ltd, Zurich
CHF
100
100
100%
VZ Depository Bank Ltd, Zurich
CHF
30’000
30’000
100%
VZ Portfolio Services Ltd, Zurich
CHF
100
100
100%
Früh & Partner Vermögensverwaltung Ltd, Zug
CHF
250
250
VZ Vorsorge Ltd, Zurich
CHF
100
0
40%1
100%
1 VZ Holding Ltd hold 50,66% of Früh & Partner Vermögensverwaltung Ltd’s voting rights (31.12.12: 50,66%).
104
Notes to the financial statements – additional information
Annual report 2013 VZ Group
Other liabilities
Operating lease
commitments
The VZ Group has entered into various operating leases for office space and equipment.
Future minimum lease payments under non-cancellable operating leases in the aggregate
for each of the following periods ending on 31 December are as follows:
CHF ‘000
31.12.2013
31.12.2012
Within one year
6’563
5’527
After one year but not more than five years
15‘470
12‘681
More than five years
744
1‘400
Subtotal commitments for minimum payments
under operating leases
19’608
Sublease rentals
(230) (219)
Commitments for minimum payments under
operating leases, net
22’547
19’389
Dividend paid
out in TCHF
22’777
Dividends paid and proposed
Date of the
general annual
meeting
Date of
the dividend
payment
Number of
ordinary
shares
Nominal
amount per
share in CHF
Dividend
per share
in CHF
13.4.2012
20.4.2012
8’000’000
0.25
2.40
18’874 1
5.4.2013
12.4.2013
8’000’000
0.25
2.65
20’846 1
Proposed dividend per ordinary shares for approval at the AGM for the year 2013:
4.4.2014
11.4.2014
8’000’000
0.25
3.00
23‘741 2
1 No dividend payments on treasury shares.
2 Status of dividend entitled shares as at 31 December 2013. The actual amount is to be determined at the dividend
distribution date (11 April 2014).
Events after the balance sheet date
No events took place between 31 December 2013 and 21 February 2014 that would
require adjustments to the amounts recognized in these consolidated financial statements
or disclosure under this heading.
Approval of the consolidated financial statements
At its meeting of 21 February 2014, the Board of Directors discussed and approved
the consolidated financial statements. They will be submitted to the general meeting of
shareholders on 4 April 2014 for approval.
Annual report 2013 VZ Group
Notes to the financial statements – additional information
105
REPORT OF THE STATUTORY AUDITOR
106
Report of the statutory auditor
Annual report 2013 VZ Group
Annual report 2013 VZ Group
Report of the statutory auditor
107
FINANCIAL STATEMENTS OF VZ HOLDING LTD
Income statements
Page 112
Balance sheets
Page 113
Notes to the financial statements
Page 114
Appropriation of balance sheet profit
Page 119
Report of the statutory auditor
Page 120
111
INCOME STATEMENTS
CHF ‘000
2013
2012
Management fees
Dividend income
26‘741
22‘975
Other financial income
8‘008
5‘102
Total revenues
38’431
31’431
Personnel expense
Office maintenance expense
68
70
Other operating expense
318
299
Other operating expense VZ Group companies
54
45
Depreciation and amortisation
17
16
Other financial expense
207
576
Income taxes
602
412
Total expenses
4’631
3’980
Net profit
33’800
27’451
Revenues
3’682
3’354
Expenses
112
Financial statements VZ Holding Ltd
3’365
2’562
Annual report 2013 VZ Group
BALANCE SHEETS
CHF ‘000
31.12.2013
31.12.2012
Cash & cash equivalents
Treasury shares
9‘300
13‘362
Other receivables
577
429
Accrued income
3
4
Accounts receivable VZ Group companies
58‘177
52‘209
Current assets
85’908
69’950
Investments in susidiaries
34’577
34’377
Loan VZ Group companies
30’000
30’000
Property and equipment
34
50
Non-current assets
64’611
64’427
150’519
134’377
Trade payables
Other current liabilitites
41
28
Liabilities VZ Group companies
17‘156
14‘757
Accrued expenses
504
414
Income tax payables
627
326
Current liabilities
18‘354
15‘551
Other non-current liabilities
909
524
Non-current liabilities
909
524
Total liabilities
19’263
16’075
Share capital
General reserve
1’000
1’000
Reserves for treasury shares
9‘400
14‘117
Free reserves
75’000
70’000
Retained earnings
43‘856
31‘185
Total equity
131’256
118’302
150’519
134’377
Assets
Total assets
17‘851
3‘946
Liabilities and equity
Total liabilities and equity
Annual report 2013 VZ Group
26
2’000
26
2’000
Financial statements VZ Holding Ltd
113
NOTES TO THE FINANCIAL STATEMENTS
CHF ‘000
31.12.2013 31.12.2012
Contingency items
HypothekenZentrum Ltd is allowed a credit line
by a third party bank for which VZ Holding Ltd
guarantees full coverage
20’000 20’000
Fire insurance value of the property and equipment (incl. coverage of price increases)
VZ Holding Ltd is co-insured
with VZ VermögensZentrum Ltd, Zurich
7’380 6’511
The total fire insurance value is:
VZ Holding Ltd has granted an indefinite
subordinate loan to VZ Depository Bank Ltd
30’000 30’000
Subordinate loan
Joint and several liability
In terms of Article 13 of the Value Added Tax Act (VAT), the VZ Group is subject to
group taxation for VAT purposes. VZ Holding Ltd is therefore held jointly and severally
liable for all VAT commitments of the VZ Group.
Shareholdings
CHF ‘000
Ownership
Voting
interest
VZ VermögensZentrum Ltd, Zurich
100%
100%
2’000
2’000
VZ VersicherungsZentrum Ltd, Zurich
100%
100%
100
100
VZ Asset Management Ltd, Zug
100%
100%
400
400
VZ VermögensZentrum GmbH,
Munich, Germany
Registered capital EUR 3’820’945
100%
100%
5’749
5’749
VZ Insurance Services Ltd, Zurich
100%
100%
100
100
HypothekenZentrum Ltd, Zurich
100%
100%
250
250
VZ Depository Bank Ltd, Zurich
100%
100%
30’000
30’000
VZ Portfolio Services Ltd, Zurich
100%
100%
100
100
40%
51%
250
250
VZ Corporate Services Ltd, Zurich
100%
100%
100
n.a.
VZ Vorsorge Ltd, Zurich
100%
100%
100
n.a.
Früh & Partner Vermögensverwaltung Ltd, Zug
114
Financial statements VZ Holding Ltd – notes to the financial statements
Share capital
31.12.2013 31.12.2012
Annual report 2013 VZ Group
Contingent capital
In 2007 the decision was taken to create contingent capital. The share capital can be
increased by up to CHF 40’000 by issuing up to 160’000 registered shares, which are
to be fully paid up, with a par value of CHF 0.25 each. These are to be used to exercise
the options of the share-based management benefit programmes granted to members of
the Board of Directors and employees. The preferential subscription rights of the shareholders are excluded in favour of the holders of the option rights. No shares from the
contingent capital had been issued by the end of 2013.
Major shareholders
For details of the major shareholders within the meaning of Art. 663c of the Swiss Code
of Obligations, please refer to the Notes to the financial statements of the VZ Group on
page 91.
Treasury shares
During the 2013 financial year, VZ Holding Ltd purchased a total of 38’470 treasury
shares (2012: 63’621) at an average price of CHF 131.84 (2012: CHF 93.54). During
the same period, it sold 105’383 shares (2012: 62’150) at an average price of CHF 135.66
(2012: CHF 97.90) within the framework of the share-based management benefit programme. As at 31 December 2013, VZ Holding Ltd had 86’245 treasury shares at an
average price of CHF 107.83 (2012: 153’158 shares at CHF 87.25).
Current account credit balances at VZ Depository Bank Ltd
The balance sheet item «Cash and cash equivalents» contains current account credit
balances at VZ Depository Bank Ltd totalling TCHF 16’833 (2011: TCHF 2’920).
Information concerning the performance of a risk assessment pursuant
to Art. 663b (12) of the Swiss Code of Obligations
VZ Holding Ltd’s risk assessment is included in the Notes to the financial statements of
the VZ Group.
Annual report 2013 VZ Group
Financial statements VZ Holding Ltd – notes to the financial statements
115
Remuneration
Board of Directors
Last name
First name
Variable salary
elements
Fixed salary
elements
CHF ‘000
Total
Pension plan
Others
premiums paid
by the employer
2012
2012
2012
2012
2012
2013
2013
2013
2013
2013
Reinhart
Matthias
Kindle
Fred
–
–
–
–
–
–
–
–
–
1
–1
40
40
–
–
–
–
–
–
40 2
40 2
2
40 2
45 2
Langhart
Albrecht, Dr.
40
40
–
–
–
–
–
–
40
Iff
Roland
45
45
–
–
–
–
–
–
45 2
125
125
–
–
–
–
–
–
Total Board of Directors
125
125
1 The compensation for the chairman of the Board of Directors, Matthias Reinhart, is disclosed in combination with his payment as CEO in the table below.
2 In 2013, 100% of the compensation was allocated in shares (2012: 100%).
Executive Board
Variable salary
elements
Fixed salary
elements
CHF ‘000
Others
Pension plan
premiums paid
by the employer
Total
2012
2013
2012
2013
2012
2013
2012
2012
2013
2013
ordinary compensation in cash
3’373
3’196
370
347
246
240
18
ordinary compensation in shares
–
–
962
1‘040
–
–
–
ordinary compensation in options
–
–
284
153
–
–
–
3’373
3’196
1’616
1’540
246
240
18
Total Executive Board
20 4’007
3’803
–
962
1‘040
–
284
153
20 5’253
4’996
thereof Matthias Reinhart
ordinary compens. in cash
625
612
42
45
28
28
9
9
704
694
ordinary compens. in shares
–
–
128
137
–
–
–
–
128
137
ordinary compens. in options
–
–
39
21
–
–
–
–
39
21
625
612
209
203
28
28
9
9
871
852
Total Matthias Reinhart
Related parties
Fixed salary
elements
Variable salary
elements
CHF ‘000
Others
Pension plan
premiums paid
by the employer
Total
2012
2013
2012
2013
2012
2013
2012
2012
2013
2013
Ordinary compensation
116
178
85
25
9
Financial statements VZ Holding Ltd – notes to the financial statements
10
7
–
–
213
101
Annual report 2013 VZ Group
Notes to the remuneration table
Variable salary
components
Remuneration
in shares
Remuneration
in options
Payment of the variable salary, which is composed of cash and shares, is not normally
carried out in the reporting year itself but in the following year. The variable components
are therefore reported on an accrual basis and shown as an accrued liability in the reporting
year while payment takes place in the following year.
Share-based remuneration consists of registered shares of VZ Holding Ltd with a nominal
value of CHF 0.25 valued at CHF 152.80 (2012: CHF 117.00). The allotment price of
the shares is the weighted average price of the traded shares within a given period of time
specified in advance by the management. The shares are blocked for three years, which
results in a fiscal discount of 16%.
Option-based remuneration consists of call options on registered shares of VZ Holding Ltd
(nominal value of CHF 0.25). These options were allocated in the reporting year within the
framework of the management benefit programme as bonus payments for the previous year.
An option entitles the holder to one registered share subject to a three-year lock-in period
and has a six-year term. The exercise price for the options granted in the year under review
is CHF 146.25 (2012: CHF 117.45). The market value of the options granted, which was
calculated using the Black Scholes model, is CHF 16.71 (2012: CHF 8.69) per option.
The parameters included in the option valuation model are listed on pages 95 and 96
of the consolidated financial statements («Management benefit programme»).
Others
Remuneration components such as public transport costs and the private use of company
cars are reported under «Others».
Loans
There were no loans granted by the company to members of the Board of Directors, Executive Board or their related parties as at the balance sheet date.
Annual report 2013 VZ Group
Financial statements VZ Holding Ltd – notes to the financial statements
117
Share ownership
Share portfolio of Board of Directors including related parties
Last name
First name
Reinhart
Matthias
Kindle
Fred
Langhart
Iff
Number of shares
per 31.12.2013
4‘863‘130
1
Number of shares
per 31.12.2012
4‘860‘415
92‘283
90‘960
Albrecht, Dr.
1‘871
6‘548
Roland
3‘469
3‘105
1
1 4’407’974 of the shares are held t­ hrough Madarex Ltd, Zug, of which Matthias Reinhart is the sole shareholder.
Share portfolio of Executive Board including related parties
Last name
First name
Reinhart
Matthias
see BoD
see BoD
Stocker
Peter
64‘326
80‘943
Vitarelli
Giulio
26‘001
24‘868
Feldmann
Urs
27‘067
28‘076
Friess
Tom
46‘984
50‘825
Thurnherr
Stefan
31‘769
31‘639
Heim
Lorenz
51‘014
50‘373
Marti
Philipp
11‘000
11‘056
Weber
Marc
9‘722
8‘492
Schönbucher
Thomas
2‘537
2‘500
Number of shares
per 31.12.2013
Number of shares
per 31.12.2012
Options portfolio of Executive Board including related parties as at 31.12.2013
Last name
First name
Year of allocation
2013
2012
2011
2010
2009
Reinhart
Matthias
2‘306
2‘394
2‘482
2‘906
0
Stocker
Peter
1‘602
1‘836
1‘846
1‘260
0
Vitarelli
Giulio
2‘270
2‘314
2‘418
0
0
Feldmann
Urs
1‘752
2‘034
2‘148
2‘662
60
Friess
Tom
1‘894
1‘286
1‘898
2‘280
0
Thurnherr
Stefan
960
1‘036
1‘082
1‘550
3‘348
Heim
Lorenz
1‘282
1‘356
1‘146
1‘550
751
Marti
Philipp
1‘152
1‘356
1‘272
775
0
Weber
Marc
2‘294
2‘234
1‘782
1‘938
0
Schönbucher
Thomas
1‘602
1‘756
1‘120
0
0
Exercised options
Exercise price in CHF
Maturity
0
0
0
5‘833
33‘761
146.25
117.45
147.25
96.72
43.67
24.2.2019
23.2.2018
24.2.2017
24.2.2016
24.2.2015
All options allocated in 2008 (exercise price CHF 108.75, maturity 24.1.2014) have been exercised.
118
Financial statements VZ Holding Ltd – notes to the financial statements
Annual report 2013 VZ Group
APPROPRIATION OF BALANCE SHEET PROFIT
Proposal of the Board of Directors to the General Meeting of shareholders
The Board of Directors will propose the following appropriation of the balance sheet profit
at its Annual General Meeting of shareholders on 4 April 2014:
CHF ‘000
31.12.2013
31.12.2012
Retained earnings, beginning of year
Allocation to reserves for treasury shares
4‘717
5‘339 (3‘239)
Net profit for the year
33’800
27’451
Retained earnings, end of year
43’856
6‘973
31’185
Dividend
1
(23‘741)
(20‘846)
Allocation to free reserves
(5’000) (5’000)
Balance carried forward
15’115
5’339
1 Status as at 31 December 2013. The dividend payments are based on a dividend of CHF 3.00 per registered share
proposed to the shareholders’ meeting of 4 April 2014. No dividend will be paid on treasury shares. Therefore, the
actual amount paid out is dependent on the number of treasury shares held by VZ Group on the payment date.
Since the legal reserve amounts to 50% of the share capital, no further allocation has been
proposed.
Assuming acceptance of the proposal by the Annual General Meeting of shareholders
on 4 April 2014, the dividend of CHF 3.00 per registered share with a nominal value
of CHF 0.25 each will be paid out on 11 April 2014 less 35% withholding tax.
Annual report 2013 VZ Group
Financial statements VZ Holding Ltd – appropriation of balance sheet profit
119
REPORT OF THE STATUTORY AUDITOR
120
Financial statements VZ Holding Ltd – report of the statutory auditor
Annual report 2013 VZ Group
Annual report 2013 VZ Group
Financial statements VZ Holding Ltd – report of the statutory auditor
121
WHERE TO FIND US
VZ VermögensZentrum Ltd
Zurich (head office)
Beethovenstrasse 24, 8002 Zurich, Phone +41 44 207 27 27
Aarau
Bahnhofstrasse 41, 5000 Aarau, Phone +41 62 825 28 28
Baden
Stadtturmstrasse 19, 5400 Baden, Phone +41 56 204 42 42
Basle
Aeschengraben 20, 4051 Basle, Phone +41 61 279 89 89
Bern
Spitalgasse 33, 3011 Bern, Phone +41 31 329 26 26
Chur
Quaderstrasse 15, 7000 Chur, Phone +41 81 286 81 81
Fribourg
Rue Saint-Pierre 6, 1700 Fribourg, Phone +41 26 350 90 90
Geneva
Rue Ami-Lévrier 15, 1201 Geneva, Phone +41 22 595 15 15
Horgen
Seestrasse 147, 8810 Horgen, Phone +41 43 430 36 36
Lausanne
Av. de la Gare 50, 1003 Lausanne, Phone +41 21 341 30 30
Liestal
Bahnhofplatz 11, 4410 Liestal, Phone +41 61 921 61 61
Lucerne
Inseliquai 12a, 6005 Lucerne, Phone +41 41 220 70 70
Meilen
Winkelstrasse 15, 8706 Meilen, Phone +41 43 430 00 00
Neuchâtel
Av. de la Gare 2, 2000 Neuchâtel, Phone +41 32 854 04 04
Rapperswil
Untere Bahnhofstrasse 2, 8640 Rapperswil, Phone +41 55 222 04 04
Rheinfelden
Baslerstrasse 15, 4310 Rheinfelden, Phone +41 61 564 88 88
Schaffhausen
Vordergasse 80, 8200 Schaffhausen, Phone +41 52 625 04 00
Solothurn
Dornacherstrasse 26a, 4500 Solothurn, Phone +41 32 560 30 30
St. Gallen
Neugasse 48, 9000 St. Gallen, Phone +41 71 231 18 18
Thun
Bälliz 48, 3600 Thun, Phone +41 33 252 22 22
Winterthur
Stadthausstrasse 22, 8400 Winterthur, Phone +41 52 218 18 18
Zug
Bahnhofstrasse 12, 6300 Zug, Phone +41 41 726 11 11
www.vermoegenszentrum.ch
VZ VermögensZentrum GmbH
Munich (head office)
Maximiliansplatz 12, 80333 Munich, Phone +49 89 288 117-0
Dusseldorf
Benrather Straße 12, 40213 Dusseldorf, Phone +49 211 5400 5600
Frankfurt am Main
Bleichstrasse 52, 60313 Frankfurt am Main, Phone +49 69 5050 948-0
Nurnberg
Vordere Sterngasse 2a, 90402 Nurnberg, Phone +49 911 881 88 9-0
www.vermoegenszentrum.de
VZ Depository Bank Ltd
Beethovenstrasse 20, 8002 Zurich, Phone +41 44 207 28 28
VZ Insurance Services Ltd
Beethovenstrasse 24, 8002 Zurich, Phone +41 44 207 24 24
Spitalgasse 33, 3011 Bern, Phone +41 31 329 28 28
Av. de la Gare 50, 1003 Lausanne, Phone +41 21 341 30 40
Ami-Lévrier 15, 1201 Geneva, Phone +41 22 595 15 40
HypothekenZentrum Ltd
Claridenstrasse 25, 8002 Zurich, Phone +41 44 563 63 33
VZ Asset Management Ltd
Bahnhofstrasse 12, 6300 Zug, Phone +41 41 726 11 55
VZ VersicherungsZentrum Ltd
Beethovenstrasse 24, 8002 Zurich, Phone +41 44 207 20 20
VZ Vorsorge Ltd
Beethovenstrasse 24, 8002 Zurich, Phone +41 44 207 20 20
VZ Portfolio Services Ltd
Beethovenstrasse 24, 8002 Zurich, Phone +41 44 207 27 27
VZ Corporate Services Ltd
Beethovenstrasse 24, 8002 Zurich, Phone +41 44 207 27 27
Früh & Partner Vermögensverwaltung Ltd
Bahnhofstrasse 12, 6300 Zug, Phone +41 58 958 97 97
Annual report 2013 VZ Group
Where to find us
123
INFO
The annual report for shareholders is available in German and English. The German version
prevails.
Electronic information
Additional information on VZ Holding Ltd can be found on our website: www.vzch.ch.
Disclaimer
All statements in this report, if they are not based on historical facts, relate to the future and
do not provide any guarantee regarding future benefits. They include risks and uncertainties
comprising, but not limited to future global economic conditions, exchange rates, legal provisions, market conditions, activities of competitors as well as other factors that are outside
the company’s control.
124
Info
Annual report 2013 VZ Group
VZ Holding Ltd
Beethovenstrasse 24
8002 Zurich
Phone +41 44 207 27 27
www.vzch.ch

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