Corporate Governance

As required by the SIX Swiss Exchange’s Directive on Information Relating to Corporate Governance of 20 March 2018, in force since 1 May 2018, (Directive Corporate Governance, DCG), this chapter describes those main principles of Implenia Group’s organisation and structure that directly or indirectly affect the interests of shareholders and other stakeholders. Unless stated otherwise, the details are correct as of the balance sheet date (31 December 2018).

The structuring and numbering of this chapter correspond to the scheme set out in the appendix to the DCG. Information on remuneration, profit-sharing and loans is summarised in the Remuneration Report (see pages 173 et seqq.).

Implenia’s principles and rules regarding corporate governance are set out in its Articles of Association and organisational regulations. Rules on acceptable business practices and correct standards of behaviour for all Implenia Group employees are set out in its Code of Conduct.

The Articles of Association of 27 March 2018 (“Articles of Association”) and the Organisational and Management Regulations of 21 December 2015 (“OR Implenia”), both of which applied on the balance sheet date of the year under review, as well as the Code of Conduct, are available on Implenia’s website under the following links.
http://www.implenia.com/goto/corporategovernance/2018/en/Articles-of-Association-20180327.pdf
http://www.implenia.com/goto/corporategovernance/2018/en/OR-Implenia-20151221.pdf
http://www.implenia.com/goto/corporategovernance/2018/en/Code-of-Conduct-20181112.pdf

1. Group structure and shareholders

Implenia Group


1.1 Group structure

1.1.1 Operational group structure (as at 31 December 2018, valid until 28 February 2019)

Implenia Ltd., which is organised as a holding company, is the group company responsible for overall management of Implenia Group.

In the 2018 financial year and up to and including 28 February 2019, Implenia was divided into the same operating business units as in the previous year (see chart above).

Operational units were supported by the Group corporate units: Human Resources, Technical Center, IT, and the Corporate Center. The Corporate Center provides central services including Corporate Controlling, Corporate Reporting & Tax, Business Development, Treasury & Investor Relations, Legal, Marketing / Communications, Insurance and Procurement.

Implenia’s reporting is based on five segments: Development, Switzerland, Infrastructure, International and Miscellaneous / Holding. Segment activities are described in the notes to Implenia’s consolidated financial statements (see pages 228–229).

1.1.2 Operational group structure (as of 1 March 2019)

As of 1 March 2019, Implenia will be organised into four divisions, several global functions and a competence centre (see chart below). The Development, Buildings, Civil Engineering and Specialties divisions operate successfully in their markets by taking entrepreneurial responsibility and applying their wealth of expertise. The global functions (Finance, HR, Legal, Marketing / Communications and IT) support the divisions and provide Group-wide leadership in their areas. The “Project Excellence & Services” competence centre supports the divisions as they carry out their projects. To ensure Implenia remains close to its customers and maintains deep local roots, it is establishing regional and national organisations to represent its interests across all divisions.

Implenia Group (as of 1 March 2019)


1.1.3 Listed companies within the Group

Implenia Group comprises only one publicly listed company, Implenia Ltd., which has its registered office in Dietlikon, Canton Zurich. It has been listed on the SIX Swiss Exchange Ltd. (Valor number: 2 386 855, ISIN: CH0023868554, valor symbol: IMPN) since 6 March 2006. Implenia Group owns no investments in listed companies within its scope of consolidation. As at 31 December 2018, Implenia Ltd.’s market capitalisation amounted to CHF 611 million.

1.1.4 Unlisted companies within the Group

Significant unlisted companies within the Group, including their official names, registered offices, share capital and the stake held by the Group, are shown on pages 290–291 in the Notes to the consolidated financial statements of Implenia.

1.2 Significant shareholders

The Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infra­structure Act, FMIA) dictates that shareholders of a listed company in Switzerland whose voting rights reach, exceed or fall below certain thresholds based on their proportion of total share capital must report and disclose these movements.

According to disclosure notifications made to SIX Swiss Exchange Ltd. and the Share Register, the shareholders listed below held more than 3% of Implenia Ltd.’s share capital and voting rights on 31 December 2018.

Significant shareholders

Shareholder

Shareholdings

Parmino Holding AG / Max Rössler

16.3%

Rudolf Maag

5.4%

Credit Suisse Funds AG

3.1%

Dimensional Holdings Inc.

3.0%

All reports relating to disclosures pursuant to Art. 120 FMIA published during the year under review and since 1 January 2019 can be found at the Disclosure Office of the SIX Swiss Exchange Ltd. at the following link:
https://www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html

1.3 Cross-shareholdings

There are no cross-shareholdings.