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Profile of the Interroll GroupThe Interroll Group is acknowledged as one of the world’s leading specialists
within the field of internal logistics. Headquartered in Sant’Antonino, Switzerland, the exchange-listed company employs around 1,500 people at 28 enterprises around the globe. Among the company’s 23,000 customers worldwide are plant manufacturers, system integrators, multinational corporations
and end-users. Designed as space-saving and energy-efficient solutions,Interroll products perform key functions in material handling systems from production through to distribution: Drum Motors for belt conveyors, Rollers andRollerDrives for conveyor units, flow storage modules for pallet and container
racking systems at distribution centres, Crossbelt Sorters, Belt Curves andother conveyor modules. The main fields of application include the food industry, airport logistics, courier/express/postal services, distribution centres andindustrial manufacturers operating in various segments of the market.

www.interroll.com

K e y f ig u r e s o f t h e i n t e r r o ll g r o u p
in CHF million, if not noted differently

2011

2010

2009

2008

2007

288.7

285.2

238.9

347.8

375.9

Incoming orders/net sales
Total incoming orders
Drives

95.1

97.9

82.9

114.7

124.1

Rollers

83.2

79.1

73.3

104.0

108.7

Conveyors & Sorters

42.8

52.1

33.6

61.5

64.8

Pallet- & Carton Flow

50.8

53.9

44.3

77.7

73.2

Total net sales

271.9

283.1

234.0

357.9

370.9

Profitability
EBITDA

36.2

35.8

18.8

58.2

67.5

in % of net sales

13.3

12.6

8.0

16.3

18.2

EBITA

25.7

24.8

8.0

48.0

56.6

in % of net sales

9.5

8.8

3.4

13.4

15.3

EBIT

20.4

20.4

3.1

43.4

45.2

in % of net sales

7.5

7.2

1.3

12.1

12.2

Result

18.2

14.4

5.7

33.8

31.9

in % of net sales

6.7

5.1

2.4

9.5

8.6

Operating cash flow

14.5

18.7

20.4

41.9

68.5

in % of net sales

5.3

6.6

8.7

11.7

18.5

Cash Flow

Free cash flow

–5.6

–8.5

–6.0

18.6

42.7

in % of net sales

–2.1

–3.0

–2.6

5.2

11.5

Total investments/capital expenditures

19.6

26.4

22.9

22.4

24.0

239.2

211.3

215.7

236.8

255.1

6.3

7.3

8.3

7.9

9.2

Balance sheet
Total assets
Goodwill in % of equity
Net financial assets (debts)

–17.6

–12.9

–4.2

4.4

–6.1

Gearing (net debts/equity)

0.12

0.10

0.03

–

0.05

Indebtedness factor (net debts/cash flow)

1.21

0.69

0.20

–

0.09

Equity

143.3

127.5

133.0

130.7

124.9

Equity ratio (equity in % of assets)

59.9

60.3

61.7

55.2

49.0

Return on equity (in %)

13.4

11.1

4.3

26.5

26.7

9.9

10.4

1.6

22.3

22.6
1 275

Other key figures
RONA (Return on net assets, in %)

1 340

1 255

1 206

1 315

Net sales per employee (in thousands CHF)

Average number of employees

203

226

194

272

291

Productivity (Added value/total personnel expenses)

1.77

1.98

1.66

2.21

2.14

i n f o r m a ti o n f o r i n v e s t o r s
The shares of Interroll Holding AG have been listed at the Swiss Exchange SIX since June 5th, 1997 (Investdata: INRN;
Reuters; INRN.S; Security number: 637,289).
2011

2010

2009

2008

2007

Number of registered shares

854 000

854 000

854 000

854 000

854 000

Number of average outstanding shares

791 452775 724

771 475

762 323780 715

Number of outstanding shares per (31.12.)

793 901

779 600

771 775

768 958

762 112

Information on the Interroll share

Market price: highest

CHF

450

371

320

581

632

Market price: lowest

CHF

271

267

173

215

420

Market price: per year end

CHF

279

368

307

256

581

Mio. CHF

221.50286.89236.55196.85442.79

Ratio

12.25

19.79

41.37

5.82

13.15

Market capitalization per 31.12.
P/E Ratio

Interroll Share Price (yellow curve) compared to SPI/SXGE (black curve)© Swissquote
61 %

700

38 %

600

15 %

500

–8%

400

– 31 %

300– 54 %

200– 77 %

2007

100
2008

2009

2010

2011
2011

2010

2009

2008

2007

10.00

10.00

15.00

20.00

30.50

5.00

5.00

10.50

Values per share (in CHF)
Par value as per year end
Reduction of par value
Distribution out of reserves from capital contributions*

7.00

5.00

Pay out ratio

30.45

26.89

67.48

11.36

23.77

Earnings per average share outstanding

22.99

18.59

7.41

44.00

44.17

Cash flow per average share outstanding (CHF 1)

18.34

24.09

26.43

54.94

87.77

Equity per share outstanding as per year end

180.48163.49172.36170.01163.89*The distribution out of reserves from capital contributions in the year under review is proposed by the board of directors
for the annual general assembly of May 11th, 2012.

c o n t e n t scontents
Highlights 2011

3

Report by the Board of Directors and Group Management 

5

Review of the Financial Year 

9Review of Regional Performance

16

Employees18
Growth drivers

19

Customer benefits

26

The strategy: “Inspired by efficiency”

31

Innovation in manufacturing

32

Product innovations34

What our customers say

39

Corporate Governance

45

Financial report of Interroll Group

65

Financial statements of Interroll Holding Ltd.

129

1

H i g h l i g h t s

2 0 1 1

H i g h l i g h t s 2 0 11
January		To strengthen its presence within the Australian market, Interroll acquires the business
operations of its long-term local licensee partner.
February		Interroll’s new easy-to-install cartridge solution for check-out counter motors is
showcased to a large international trade audience at the EuroShop supermarket fairin Düsseldorf.
March		Interroll reports on an encouraging performance in the 2010 financial year, withsignificant increases in sales and higher profitability.
April		As part of a large-scale order for Procter & Gamble, Interroll is commissioned tosupply dynamic storage technology for 19,500 pallet spaces.
May		At the CeMAT international trade fair for internal logistics, the Interroll RollerDrive
EC310 wins the “MM Logistik” award from Vogel Business Media.
June		Interroll expands its market presence in Turkey by opening its own sales officein Istanbul.
July		As part of the SAP project, 13 Interroll companies in Europe go live on the new
ERP system.
August		Mid-year report 2011: Interroll substantially increases profitability and margins in
the first half of 2011.
September	In Suzhou, west of Shanghai (China), Interroll celebrates the opening of its new
regional Centre of Excellence for the Asia/Pacific region.
October		Interroll China receives the “MM Maschinenmarkt” magazine award in recognition ofits leading role in the materials handling industry in China.
November	At Europe’s leading trade show for electrical automation, the SPS IPC Drives
in Nuremberg, Interroll launches its new frequency inverter for drum motors forenhanced performance of conveyor belt systems.
December	As the year draws to a close: Interroll’s Synchronous Drum Motor wins the 2012
International FoodTec Award in gold from the German Agricultural Society (Deutsche
Landwirtschafts-Gesellschaft e. V.).

3

R e p o r t

b y

t h e
B o a r do f
D i r e c t o r s
a n dGr o u p
M a n a g e m e n tReport by the Board of Directors
a n d Gr o u p M a n a g e m e n t
Dear Shareholders and Business Associates,
Interroll performed well during the 2011 financial year and was able to enhance its market
position worldwide. In terms of local currency, sales revenue rose by 7.5 % compared with 2010.
The adverse impact of foreign currency translation, particularly
with regard to the US dollar and the euro, resulted in sales revenue of CHF 271.9 million (2010: CHF 283.1 million) expressedin the currency of consolidation. Net profit was up significantly
by 26.1 % year on year from CHF 14.4 million to CHF 18.2 million.
Benefiting from major investment over the past five years, Interroll
gained additional market share worldwide in the period underreview. All product groups contributed to this favourable development. Individual products recorded significant
In brief

gains in market share, including the next-generation

Interroll performed well during the

24 V motorised rollers.

2011 financial year and was able toenhance its market position worldwide. In terms of local currency, sales

New corporate structure established successfully

revenue rose by 7.5 % compared

The new corporate structure introduced at the startwith 2010. Net profit was up 26.1 %of 2011 proved to be highly successful early on

year on year from CHF 14.4 million
to CHF 18.2 million.

Kurt Rudolf
Chairman of the Board of Directors

in the year under review. As a result of restructuring,
we were able to increase market penetrationand provide our customers with an extended range of efficient
key products in the field of internal logistics. The new structure makes Interroll more accessible and systematically aligns all
sales activities towards the requirements of different customer
groups: system integrators, equipment manufacturers and users.
Interroll also intends to leverage the new structure in orderto unlock potential for future growth and take advantage of thePaul Zumbühl
Chief Executive Officer

structural changes witnessed within the market.
The new structure makes the internal organisation more transparent, standardises processesof innovation and pools production technologies. This ensures that the product range is available
globally at a consistently high quality. Interroll Centres of Excellence in Europe, the United Statesand Asia, together with installation and service operations in various countries worldwide, enhance
the benefits to customers by cutting delivery times, as well as through applications engineeringand servicing.

5R e p o r t
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B o a r do fa n d
Gr o u p
M a n a g e m e n t

D i r e c t o r s

Growing brand awarenessOur customers’ client base is recognising the benefits of Interroll products to an increasing extent.
These clients include multinational corporations like Red Bull, Procter & Gamble, Amazon,
Coca-Cola, UPS and Frito Lay. Positive experience of working with Interroll on a project in 2009
prompted Red Bull in Thailand to order dynamic storage solutions from Interroll again in 2011
for a new distribution centre. In Germany, Interroll won a major contract for dynamic storage technology in the year under review for use in a distribution hub for Procter & Gamble. The Chinese
postal service opted for the Interroll crossbelt sorter due to its high level of energy efficiency andminimal maintenance requirements.
In addition to distribution centres and providers of postal, courier and express delivery services,
Interroll products are primarily deployed in growth markets such as the food industry, airport
logistics and various industrial sectors. Customers benefit from easy-to-integrate, plug-and-play
products for all primary interfaces within the area of internal logistics. These energy-efficientsolutions are provided under the single Interroll umbrella brand.
As various awards in the year under review demonstrate, Interroll is increasingly regarded as
an innovation partner when it comes to materials handling solutions. Interroll was presented with
the iF Product Design Award 2011 for its new control modules that are designed to enhancethe energy efficiency of container conveyor systems. In May 2011, the new RollerDrive motorised
rollers were awarded an MM Logistik Award by Vogel Business Media at CeMAT in Hanover(Germany), the world’s no. 1 trade show for internal logistics. In late 2011, the German Agricultural
Society (DLG) announced that the Interroll Synchronous Drum Motor was a winner of the International FoodTec Award 2012 in Gold.
In conjunction with Leibniz Universität Hannover (Germany) and Southeast University Nanjing(China), Interroll – as competence partner – launched a scientific study in the year under review into
the sustainable building and operation of distribution centres. The aim of the study is to create asimulation tool that calculates benchmark data for distribution centres. The program is designed to
identify possible long-term improvements for new-build and upgrade projects and support investment decisions in a professional, practical way. By simulating projects, Interroll aims to offer
its customers and operators of distribution centres worldwide real added value. The programis scheduled for completion in the current financial year. The project also serves to raise market
awareness of Interroll dynamic storage technology and its benefits with regard to handling fastmoving merchandise, and to promote sales.

6R e p o r t

b y

t h e
B o a r do f
D i r e c t o r s
a n dGr o u p
M a n a g e m e n tStrategic projects implemented
Alongside innovation, Interroll pressed ahead with its planned strategic projects and activities inthe year under review, which as well as the organisational realignment included further expansionof the global network and the introduction of SAP. The latter proved to be a demanding project,with Interroll now having attained the first intermediate target when the system successfully went
live at 13 companies in 10 European countries. Preparations for the next stage of the SAP rollout were speedily initiated. This major project is highly resource-intensive and requires a high levelof commitment from employees worldwide. The follow-on project is meticulously utilising findings
from the first phase of implementation to enable the tool – which is very important to the company’s
future – to be rolled out effectively across the entire Group.
In the period under review, Interroll continued to apply Kaizen methodology at its centres of excellence for products. The principle of continual improvement has been introduced at the regional
Centre of Excellence for Asia and at the Centre of Excellence for Subsystems and Conveyor Modules in Sinsheim (Germany), where Crossbelt Sorters, Belt Curves, Roller and Belt Conveyor
Modules are produced. The Kaizen concept forms part of ongoing efforts to boost productivity andlower costs.
A stronger geographic network
In September 2011, Interroll officially opened the new regional Centre of Excellence for Asia/
Pacific in China. The new facility in Suzhou (west of Shanghai) has four times more production spacethan before to enhance Interroll’s customer service offering in China, other Asian markets andAustralia. With its own production and assembly facility covering the entire product range, as wellas the expertise to provide applications engineering, the company is able to extend its customer
services, streamline delivery periods and guarantee on-time delivery even with regard to large-scale
projects. Employing more than 150 people, the company has a production area of 10,000 square
metres across two factory buildings. Over 160 customers, partners, representatives of the authorities
and associations, guests of honour and journalists from China, Japan, Korea and Thailand attended the opening ceremony.
In order to improve market penetration in Australia, Interroll took over the business activities of along-standing local partner at the beginning of 2011, consolidating two existing sites into one. In
Turkey, Interroll established its own local sales office in the year under review. A branch of Interroll
was also opened in Jakarta (Indonesia).
Distribution of reserves from capital contributions
In view of the financial stability of the company and the encouraging results achieved during
the financial year now ended, the Board of Directors will propose to the Annual General Meetingof Shareholders on 11 May 2012 a distribution of CHF 7.00 per registered Interroll share (2011:
CHF 5.00 per registered Interroll share) out of reserves from capital contributions. This distributionof reserves from capital contributions (in place of a dividend) is usually tax-exempt for shareholders.

7R e p o r t
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B o a r do fa n d
Gr o u p
M a n a g e m e n t

D i r e c t o r s

Thanks to our employees
The Board of Directors and Group Management would like to thank all members of staff for theirabove-average commitment in the year under review. It is a testament to the efforts of each one ofthem that the new structure was rolled out successfully. In addition to performing their day-to-day
duties, the European operations also had to take on the strategic SAP project. Every staff member
contributed to the encouraging results.
OutlookDespite a good start to the new year, with economic conditions remaining volatile Interroll is adopting a watchful approach to the immediate future. We do not expect the situation to fundamentally
improve during the current financial year: foreign exchange fluctuations are likely to continue alongwith rising commodity prices in some areas and the prospect of political upheaval. Our newly
reorganised corporate structure accords with our long-term growth strategy, helping further strengthen our market position and increase market share, as well as allowing us to leverage market
opportunities more effectively. We will continue to expand our global network in a targeted mannerand to forge ahead with our activities in the United States and Asia. Tight cost management,
ongoing increases in productivity and a solid financial base are other priorities. We will proceedwith strategic projects as planned. Other investment in innovative products offering real added
value for customers is also envisaged and is aimed at securing the future of the business.

			Kurt Rudolf								Paul Zumbühl
Chairman of the Board of Directors				 Chief Executive Officer8t h eR e v i e wo f
F i n a n c i a l
Y e a rReview of the Financial YearSales and order intake
Interroll can look back on an encouraging financial year, having captured additional market sharearound the globe and having strengthened its position in the business arena. Expressed in local
currency, net sales rose by 7.5 % compared to the previous year. As a result of unfavourable foreignexchange effects, attributable primarily to the US dollar and euro, net sales in the currency of
consolidation totalled CHF 271.9 million (2010: CHF 283.1 million). The negative effects associatedwith foreign exchange movements vis-à-vis the Swiss franc can be lessened slightly by the factthat the company manufactures and markets its products in various currency areas.
Order intake rose from CHF 285.2 million in 2010 to CHF 288.7 million at the end of 2011.
Expressed in local currency, this corresponds to growth of 13 %.
Having spiralled during the first half of 2011, commodity prices stabilised over the course of thesecond six months. To some extent, Interroll managed to offset this trend by adjusting its own
market prices. Above all, however, additional productivity improvements proved decisive within thisarea. At Interroll’s Centres of Excellence, Kaizen methods are a major contributor to ongoingproductivity gains. Kaizen is aimed at significantly improving a company’s efficiency levels. The
emphasis is on continuous optimisation in small steps and with small-scale capital investments
in order to reach the specified goals.
ResultEarnings before interest, taxes, depreciation and amortisation (EBITDA) edged up by 1.3 % year
on year, reaching CHF 36.2 million at the end of 2011 (2010: CHF 35.8 million); the EBITDA marginrose from 12.6 % to 13.3 %. Earnings before interest and taxes (EBIT) remained at CHF 20.4 million, while the EBIT margin rose from 7.2 % to 7.5 %. For the first time, the EBIT figure included amortisation relating to SAP, amounting to CHF 1.2 million for the second half of 2011. Profit for theyear increased by a considerable 26.1 %, up from CHF 14.4 million to CHF 18.2 million.

9

R e v i e w
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F i n a n c i a l

Y e a rNet sales Interroll Group in CHF million
0

100

200

300

400

2008357.9
2009234.0
2010283.1
2011271.9

EBITDA in CHF million
0

20

40

60

80

200858.2
200918.8
201035.8
201136.2

EBITDA in % of net sales
0

5

10

15

20

200816.3
20098.0
201012.6
201113.3

EBIT in CHF million
0

12

24

36

48

200843.4
20093.1
201020.4
201120.4

EBIT in % of net sales
0

5

10

15

20

200812.1
20091.3
20107.2
20117.5

10

t h eR e v i e wo f
F i n a n c i a l
Y e a rResult in CHF million
0

10

20

30

40

200833.8
20095.7
201014.4
201118.2

Operating cash flow in CHF million
0

20

40

60

80

200841.9
200920.4
201018.7
201114.5

Return on equity in %
0

10

20

30

40

2008

26.5

20094.3
201011.1
201113.4

Ordinary capital expenditure in CHF million
0

10

20

30

40

200822.4
200922.9
201027.4
201119.6

Average number of employees
0

500

1000

1500

2000		

2008131520091206
20101255
20111340

11

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F i n a n c i a l

Y e a rFinancial position
The financial position of the Interroll Group remains solid, as illustrated by the balance sheet
figures for the year under review. At the end of 2011, equity amounted to CHF 143.3 million (endof 2010: CHF 127.5 million); the equity ratio stood at 59.9 % (end of 2010: 60.3 %). Investments
in non-current assets totalled CHF 19.6 million in the reporting year. They included, primarily, thecontinued roll-out of an SAP project that is of particular strategic importance to the company,
as well as final extension work on the Centre of Excellence for Conveyor Rollers in Wermelskirchen(D) and the replacement of production systems.
Current assets increased on the back of revenue growth and as a result of the significant level oforder backlog and was one of the reasons for the rise in net debt (from CHF 12.9 to CHF 17.6 million). Cash flow from operating activities totalled CHF 14.5 million (2010: CHF 18.7 million).
Overview according to product groups
As part of the newly introduced Group structure, which came into effect at the beginning of 2011,
Interroll discontinued the use of business units and made appropriate adjustments to Groupmanagement. This decision had been announced by the company as early as 22 October 2010(cf. Interroll Annual Report 2010, Corporate Governance section). Instead of business units, theGroup now focuses on its revenue-generating product groups. Investment funds and HR resources
are allocated to these strategic product groups solely on the basis of their market potential.
Product group “Drives”
The Drives product group (motors and drives for conveyor systems) generated sales of CHF 95.1
million in the year under review (2010: CHF 97.9 million). Expressed in local currency, salesrose by 8.4 %. Order intake stood at CHF 98.0 million, compared to CHF 100.7 million in theprevious year. The company’s RollerDrive EC310 and Synchronous Drum Motor, both of which are
new products featuring recently developed intelligent control units, continued to capture market
share over the course of the reporting period. As sales volumes have shown, Interroll’s RollerDrive
EC310 meets the full range of market requirements. Designed for energy-efficient conveyor
systems, the RollerDrive was even honoured with the MM-Logistik Award at the world’s leading

Product group “Drives” (left) and product group “Rollers”.

12

t h eR e v i e wo f
F i n a n c i a l
Y e a rlogistics trade fair CeMAT in Germany. What is more, the new control units used in conjunction
with this product received the coveted iF Product Design Award 2011. The professional solution for
24 V drive technology represents an end-to-end concept and has the potential to emerge asa benchmark within the industry. At the same time, the new Synchronous Drum Motor is gradually
establishing itself within the market, particularly in the area of food production, in automatedindustrial applications and in the field of logistics. The new generation of Drum Motor has been engineered to handle a wide range of conveyor movements and is thus tailored to the requirementsof fully managed throughput performance.
In the United States, Interroll continued to press ahead with its efforts to penetrate the foodproduction market and secured new accounts for Drum Motors.
The solution developed specifically for checkout systems – including Drum Motors that are
pre-assembled in ready-to-install cartridges – was one of the highlights of the global Euroshop tradefair. The cartridge-based solution generated encouraging sales in Europe and partially offset thecontraction in the company’s US business within the area of conventional Drum Motors for checkout systems. The Centre of Excellence for Checkout Counter Motors, based in Denmark, developed very well in the period under review and shows encouraging business potential for the future.
Product group “Rollers”
Sales generated by the Rollers product group grew from CHF 79.2 million in 2010 to CHF 83.2
in 2011. Expressed in local currency, sales significantly rose by 16 %. In parallel, order intake
expanded year on year, from CHF 81.8 million to CHF 86.7 million. In Europe, Interroll saw Roller
sales rise by 7 %, while the Asian market generated growth of 12.7 %. In the United States,
meanwhile, the Group managed to secure a new contract as an outsourcing partner for the production of conveyor rollers. Interroll produces approx. 10 million conveyor rollers each year
and is acknowledged as the world’s leading manufacturer of specialist rollers. This is a tribute toGroup investments of more than CHF 10 million at the Centre of Excellence in Wermelskirchen (D)over the last three years as well as the considerable market success of Interroll-engineered rollers.
The rollers are manufactured on a just-in-time basis and can be delivered worldwide within
24 hours – even in the case of small batch sizes of just two to three conveyor rollers. Delivering
higher speeds and enhanced running smoothness, the new conveyor roller generation has
established itself well within the marketplace.
Product group “Conveyors & Sorters”
Sales within the Conveyors & Sorters product group stood at CHF 42.8 million at the end of theyear under review (2010: CHF 52.1 million). At CHF 51.2 million, order intake was slightly up on theprevious year’s figure (2010: CHF 51.0 million); expressed in local currency, it grew by 12.4 %.
Online trading has been identified as one of the key growth drivers for Sorters, as this area of business is dependent on efficient distribution centres for dispatch and returns handling. The newly
established regional Centre of Excellence in China celebrated a major milestone in 2011. The very
first Sorter assembled at the site is destined for the Chinese postal service. The subsidiaries in
Korea and Brazil secured initial contracts for Sorters. Meanwhile, Singapore Post took delivery ofan Interroll Sorter.
13

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F i n a n c i a l

Y e a rProduct group «Pallet & Carton Flow» for flow storage and commissioning (left) and product group “Conveyors & Sorters”
with crossbelt sorters, belt curves (picture on the right) and other conveying units.

Within the area of airport security, Interroll companies based in the US secured large-scale
contracts for Intelliveyor conveyor modules designed to increase passenger throughput within the
security zones. Interroll also acquired another conveyor system project within the security segment
for newly established Berlin-Brandenburg Airport.
Product group “Pallet & Carton Flow”
The Pallet & Carton Flow product group generated sales of CHF 50.8 million in the financial year
under review (2010: CHF 53.9 million). Expressed in local currency, sales rose by 4.3 %. Orderintake totalled CHF 52.8 million, which corresponds to an increase of 13.2 % expressed in local
currency.
In Europe, business relating to Carton Flow products was close to the level recorded in 2008.
Within this area, the company’s new roller tracks for improved throughput of totes in picking racks
captured a significant share of the market. Manufactured in Canada, Pallet Flow and Carton
Flow products supplied to the US came under increased pressure as a result of the unfavourable
exchange rate. In response, Interroll is currently assessing the possibility of relocating central
production from Canada to the United States and retaining a production site in Canada to serve
the local market.
The dynamic storage contracts secured by Interroll in connection with projects at Red Bulland Procter & Gamble are to be seen as a solid foundation for future business development. Withreferences such as these, the company looks set to benefit from growing demand for Interrollengineered material handling solutions among customers served by system integrators and plant
manufacturers.
Interroll again attended the world’s leading trade fair for internal logistics, CeMAT, where it showcased a range of new products tailored to the needs of high-performance distribution logisticsof the next generation. These include new dynamic storage modules, safety separators and speed
controllers for large-scale volumes in pallet flow storage systems. Working in close cooperation
with universities in Germany and China, Interroll launched an academic research project relating
to distribution centres. As part of this project, those involved will develop a special evaluation
program that is capable of calculating various scenarios for the optimisation of new facilities andrefurbished centres, as well as providing relevant data in support of investment decisions andoutlining the benefits of Interroll flow storage solutions.
14

t h eR e v i e wo f
F i n a n c i a l
Y e a rProduct management and innovation
As part of the company’s new organisational structure, the area of global product management,
which is of particular strategic importance, was brought together as a team and assigned
to Dietmar Hager as Head of Global Product Management. Having covered various productsegments within the company and having held a number of managerial posts, Dietmar Hager
possesses demonstrable experience relating to Interroll. The Head of Global Product Management
reports directly to the Head of Global Products & Technology at Group Management level.
Based in Wassenberg, to the west of Düsseldorf, the Interroll Research Centre (IRC) launched aresearch study into the development of 24 V RollerDrives of the next generation. The IRC also
completed its new concept for a new roller curve for light-duty applications, which is to be implemented at production level by the Centre of Excellence for Convey Rollers over the course of
the year. The IRC is focused entirely on innovation and is responsible for developing new products,
methods and technology in close cooperation with the Interroll Centres of Excellence, the Global
Product Management team and Sales.
Its R&D efforts are governed by issues such as energy efficiency, hygiene standards, the use of
new materials, system intelligence and noise levels, the aim being to develop solutions that deliver
tangible benefits in key areas within the field of internal logistics. The IRC underwent restructuringin the period under review, with the express purpose of streamlining its research activities.

Innovation from the Interroll Research Centre located in Wassenberg (Germany). Hygiene: High-pressure washdown in
the food processing industry.

15

R e v i e w

o f

R e g i o n a l

P e r f o rm a n c e

R e v i e w o f R e g i o n a l P e r f o rm a n c e
Europe, Middle East, Africa
Interroll’s overall performance in Europe was very successful in the period under review. Expressedin the currency of consolidation, the Interroll in Europe generated sales of CHF 181.4 million (2010:
CHF 188.7 million), which represents 66.7 % of Group sales. Expressed in local currency, sales rose
by 6.6 %. Order intake stood at CHF 198.8 million, compared to CHF 186.3 million in the previous year.
Projects such as the major contract for a dynamic storage solution to be implemented by Procter& Gamble in Southern Germany allowed Interroll to capture additional market share in Europe. In
Eastern Europe, Interroll entered into negotiations concerning further large-scale dynamic storage
contracts.
Inaugurated towards the end of 2010, the new Centre of Excellence for Conveyors & Sorters in
Sinsheim (D) was already operating at a high level of capacity utilisation in the year under review.
The company’s internal organisational structures are being streamlined in accordance with
Interroll standards in order to further reduce throughput and delivery times. Drawing on its specialist
expertise regarding Sorters, Conveyor Modules and Subsystems, the Sinsheim site directs andsupports the regional Centres of Excellence in the US and China. The Centre of Excellence forTechnopolymer Products (Sant’Antonino/Switzerland) also pressed ahead with a number of significant measures aimed at aligning production processes according to Kaizen principles. The same
applies to Baal in Germany, where the Centre of Excellence for Industrial Drum Motors is based.
In opening its own sales office in Istanbul in 2011, Interroll has significantly strengthened its market
presence in Turkey from a strategic perspective. As well as offering customers in Turkey a more
extensive product and service portfolio, the company has also established an important springboard
for business in the Near and Middle East. In taking this step, Interroll has responded to the evergrowing demand for professional services and just-in-time product solutions throughout the region,e.g. Drum Motors and Rollers for belt conveyor systems and conveyor modules. Additionally, theportfolio includes modules for highly efficient dynamic storage and carton flow systems, which havegenerated significant interest in view of their technological advantages and rapid return on investment.
In France, Interroll secured its first Sorter contract and captured additional market share withregard to its new Synchronous Drum Motor technology.

Interroll China’s new facility, inaugurated in September 2011 (picture on the right), boasts
a production area almost quadrupled to 10,000 sq.m.

16

R e v i e w

Interroll opened its own sales office in Istanbul,
Turkey, in 2011.

o f

R e g i o n a l

P e r f o rm a n c e

Major order from Procter & Gamble: flow storage
modules for around 20,000 pallet positions.

Americas
Expressed in the currency of consolidation, sales revenue attributable to this region totalled
CHF 59.0 million (2010: CHF 64.5 million), which represents 21.9 % of Group sales. Expressed inlocal currency, this corresponds to growth of 5.9 %. The US market developed well over thecourse of the year. Having secured new contracts for Drum Motors, Interroll captured additional
market share in the US food industry. Interroll also negotiated two follow-up orders with online
retailer Amazon. This was complemented by a Sorter contract from a leading courier operator. In
the United States, business within the area of Drum Motors for checkout systems fell short of
expectations. Having said that, this was offset to a certain extent by more buoyant sales from thenew plug-and-play cartridge solution. The fledgling Interroll company in South America moved
forward at an encouraging pace, securing its first Sorter contract in the period under review. The
Sorter is to be used by the distribution centre of a textile company. Interroll Brazil is planning to
relocate to larger business premises closer to the centre of São Paulo over the course of the year
in order to seize additional market opportunities.
Asia/Pacific
Sales generated in Asia totalled CHF 31.5 million which corresponds to 11.4 % of Group sales.
Interroll China supplied a large consignment of Belt Curves and produced its first Sorter for the
Chinese postal service. With its new facility in Suzhou (to the west of Shanghai), Interroll China has
now evolved into a regional Centre of Excellence for Asia/Pacific. Benefiting from the significant
expansion of its infrastructure, Interroll is able to manufacture and assemble the Group’s entire product range in China. The portfolio is complemented by application engineering services. The
broader scope of customer service translates into greater efficiency with regard to delivery schedules and reduces the lead time required for larger projects. The grand opening of the new facility
in September 2011 was well attended. More than 160 invited guests visited the new plant at Suzhou
Industrial Park. Elselike other Interroll Centres of Excellence, production processes at Interroll
China are also subject to continuous improvement according to Kaizen principles. Interroll also
managed in Thailand to expand its market share. On the back of a successful flow storage project in 2009, featuring Interroll technology, Red Bull placed a follow-up order for a pallet flow solution
at its new distribution centre. Interroll appointed successors being responsible for the markets
in South Korea and Japan. Having gone into scheduled retirement, the General Managers were replaced by the next generation of professionals with a proven track record in engineering. Interroll
South Korea secured its first Sorter contract in the period under review. Interroll established its own
sales office in Jakarta in order to tap into the burgeoning Indonesian market.
17

Em p l o y e e s

Em p l o y e e s
At a corporate level, the year under review was dominated by the introduction of the Group’s
new organisational structure. It is a testament to the exceptional, hands-on commitment of our employees around the globe that we were so successful in achieving this strategic objective. The
measures to be implemented proved particularly challenging to our sales teams, who had to familiarise themselves with the company’s new marketing approach within the shortest of time frames.
The company’s product portfolio is marketed to specific customer groups in accordance with theirprincipal requirements: system integrators, plant manufacturers and operators of internal logistics systems. In order to ensure the swift and effective execution of this “paradigm shift”, a numberof workshops were also organised at the Interroll Group headquarters in Sant’Antonino.
In Europe, the SAP project called for a committed contribution by all those involved. The first milestone was achieved at the beginning of July 2011: in line with the schedule set out for the project,some 500 members of staff from 13 Interroll companies in ten European countries were able to use
SAP for the first time. An international team of SAP experts based at Interroll’s headquarters inSant’Antonino, Switzerland, provide dedicated support for all matters relating to the new ERP system.
Education and training
In addition to providing training courses in Europe, the Interroll Academy significantly extended its
portfolio in Asia in the year under review. Among the new additions to the programme were seminars
focusing on the recently launched Synchronous Drum Motor. Staff in Europe thus have extensive
access to training courses relating to products within the “Drives” and “Rollers” product groups andthe associated intelligent control units. In Asia, meanwhile, the company’s training programme
on Drum Motors was complemented by courses (in Chinese and English) focusing on conveyor
rollers. In total, the Interroll Academy conducted 19 training courses, which corresponds to 82 daysof training in total. At the end of 2011, the Academy was serving more than 700 registered users
via its distance-learning platform. The online courses cover a range of subjects, from technical issues to the use of Microsoft Office applications, language skills and a “video of the week”. At the
beginning of the year under review a monthly e-newsletter was added to the list of services provided for employees within the Group.

The Interroll Academy rounds off its trainings with online courses.

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Gr o w t h

Dr i v e r s

G R OWT H D R IVE R SInterroll’s markets offer attractive prospects for growth. In the medium and long term, a whole
series of global megatrends should generate greater potential demand for Interroll solutions.
Population growth
The global population continues to expand and is set to reach eight billion by the year 2025. All
these people need to be supplied with food and other goods, and this in turn creates the need fora functioning infrastructure in their countries. Above all, population growth in major conurbations
places great demands on the distribution of goods and not just in the food industry. The demandfor innovative baggage/freight conveyor solutions and safety technology rises every time a
new airport is built, and in India alone there are plans to build or expand five hundred airportsby the year 2020.
Globalization
With regard to global trade, there will be a further move towards differentiation in the division oflabour. This trend will not only boost trade but also intensify competition. In order to safeguard andexpand their market position, companies will have to make ongoing improvements to their production, processing and logistics systems. Crucially, achieving this will require intelligent intralogistics.
According to expert assessments, emerging countries are set to play a bigger role as sales markets for the established industrialised states and not simply remain a source of goods and materials.
Functioning logistical structures will play a vital role as the backbone of future ERP systems.
Sustainability
Sustainability, resource scarcity and climate change are some of the biggest issues we face today.
More and more companies are taking steps to protect the environment by using resources more
efficiently and reducing their energy profile. They are also demanding similar action from their suppliers. In our globalised world, the challenge is to organise the movement of goods and people
on an ever-bigger scale in a way that is compatible with our resources. CO2 emissions can be reduced significantly using energy-saving technology. As a leader in the field of innovation andtechnology, the Interroll Group is well placed to take advantage of this market context.
Internet shopping
The expansion of broadband networks in the industrialised world and in the major cities of thedeveloping world allows more and more people to order the products they need online. This boomin online trading not only generates more revenue; it also provides a challenge to manufacturers,
retailers and the logistics industry in terms of procurement, storage, sorting, shipping and returns
management. Efficient warehouse logistics are crucial if companies are to deal with increasing
product diversity and faster throughput.
> Read more about these trends in the following chapters.

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D R IVE R S

POPULATION G R OWT H
The earth’s population is currently growing by 80 million people every year, and, in October 2011,
the UN officially welcomed the birth of the world’s seven billionth baby. Within the next ten years,
India (current population 1.2 billion) is set to overtake China (current population 1.3 billion) as themost populous country in the world. The UN estimates that, by 2025, the earth’s population will
have increased to 8 billion, with the 9 billion mark being hit by 2050.
This growth is mainly being driven by the high birth rates in Asia and Africa, where the major cities
are experiencing massive population explosions. Soaring population numbers are also fuellingdemand for everyday commodities. One of these is food, which needs to be distributed with greater
speed and efficiency. In the industrialised nations, there is a growing trend towards convenience products and portion packaging for food, whereas the emerging countries are more focused on
improving standards of hygiene. This opens up a large market for modern conveyor systems thatwill help to meet these needs.
Growing consumerism in emerging countries
While the industrialized nations are battling with their debt crises, the emerging countries, with
their huge populations, are booming. Millions of people are working their way up the social ladderand beginning to reap the rewards associated with a higher disposable income. In Brazil, aroundhalf of the population can now be described as middle or upper-class, and their consumer needs
and desires are growing accordingly. A well-developed logistics infrastructure is essential for theefficient distribution of these goods.
International air travel keeps on growing: Beijing International Airport underwent huge expansion
in 2008, but with 74 million passengers passing through its doors in 2010, it is already close toreaching its capacity of 76 million. By 2015, the Chinese government is planning to build 45 new
airports, extend a further 88 and relocate another 20. In its “Vision 2020”, the Indian government
is aiming to build or expand around 500 airports, at an estimated cost of 50 billion US dollars. This
will increase international demand for freight and baggage handling systems. Freight security
requirements are also increasing, which also serves to intensify demand for freight handling systems.

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D R IVE R S

Transport and logistics companies and the processing industry are being put under pressure tofind new solutions. They need to ensure that the increasing volumes of goods can be transported
efficiently, smoothly and safely, that they are properly warehoused and processed and thatthey are delivered to their consignees on time and in good condition. The Interroll Group is helping
companies approach these challenges in a professional way.
Population of the world in billions, 1950 – 2100, according to different projections and variants

GLOBALISATIONInternational trade transcends the borders that divide the countries and regions of the world. It has
led to a new division of labour in the global marketplace. Many products are no longer being
manufactured
in the industrialised countries of the West. For years now, retailers and consumer
Source: Population Division of the Department of Economic and Social Aﬀairs of the United Nations Secretariat (2011).
World Population
The 2010
Revision. New
UnitedNationsproducts from foreign manufacturers. Statistics
goods
firmsProspects:
have been
buyingtheYork:bulk
of theirshow that the world’s merchandise trade increased 29-fold between 1950 and 2007 (source: Federal Office for Political Education – Bundeszentrale für politische Bildung, Bonn). This trend islikely to continue in view of the way international trade is becoming increasingly interconnected.
This increase in trade has also brought with it an increase in competition. In their domestic
markets, businesses are no longer simply faced with local competitors; they now have to copewith competitors from all over the world, many of whom often have the advantage of much
lower production costs. In order to safeguard and strengthen their market position, companies findthemselves obliged to streamline their handling and distribution processes. Intelligent solutionsdelivered by Interroll contribute to the optimisation of internal logistics processes and clearly offer
added-value, including short returns on investment and a reduction in overall costs.
21

G R OWT H

D R IVE R SInterroll flow storage in Shanghai, China (left), and Seoul, South Korea.

Logistics infrastructure for fast-growing cities
Experts believe that, in future, the newly industrialised countries will not only supply goods
to the Western industrialized nations but will themselves become sales markets. There is already a
growing middle class in China. These people have money in their pockets, and they are keen to
spend it on Western brands. The Chinese government is also trying to boost domestic consumption. According to a 2011 study carried out by PricewaterhouseCoopers International Limited(PwCIL) entitled “Logistics in China: An All-Inclusive Market?”, logistics will be the catalyst for thisexpansion. Industry experts are working on the assumption that, by 2015, China will have overtaken the USA as the world’s largest food market. In China, it has taken just ten years for new retail
formats such as supermarkets, hypermarkets and convenience stores to establish themselves
alongside more traditional types of stores, particularly in the major cities. Retailers are now starting
to roll out these formats into the country’s more remote provinces.
This kind of rapid expansion in the newly industrialised countries has one primary requirement:functioning logistics structures and processes that form the basis of inventory management
systems. Interroll is systematically pursuing a globalisation strategy in order to tap into this potential
for growth. Since 2000, it has set up ten local production and service facilities in its key markets
around the world, including Japan, Korea, India, Brazil, China and Turkey.

SUSTAINABILITY
Protection of the environment, the scarcity of resources and climate change are some of the mostpressing issues facing our society today. Sustainable development means preserving an intact
ecological, social and economic system so that it is possible to meet the needs of the present
without compromising the ability of future generations to meet their own needs. This has now become a global challenge.
The need for action in the logistics sector
In the EU alone, around one-fifth of carbon dioxide (CO2) emissions are currently produced by thelogistics sector, and the trend is upward. Globalisation, the boom in e-commerce and rapid population growth in the emerging countries mean that there are more and more goods in circulation.

22

G R OWT H

D R IVE R S

According to forecasts by the Research Institute for Innovative Technology for the Earth, overthe next few decades, emerging nations such as China, India and Brazil will produce more greenhouse gases than the industrialised nations as a result of their booming economies (see chart).
Sustainability is a major social trend. In future, we can expect to see a plethora of rules and regulations being imposed on businesses and consumers alike. But many companies are already taking
steps to protect the environment, use resources more efficiently, save energy and avoid waste,
and they are increasingly expecting their suppliers and business partners to do the same. Introducing such measures to improve sustainability and save resources not only helps them reduce
costs, but also helps to increase their competitiveness and improve their lending profiles.
Forecast of energy-generated CO2 emissions worldwide
60 %
Other
50 %

Brazil
India

40 %

30 %

China

20 %
USA
10 %

1990

Countries
obliged to reduce

1995

2000

2005

2010

2015

2020

2025

2030

2035

2040

2045

2050

Source: Research Institute of Innovative Technology for the Earth, RITEIn an Interroll flow storage application pallets roll from the loading to the unloading side – safely and using gravity force.
Interroll RollerDrives EC310 recover brake energy.

23

G R OWT H

D R IVE R S

New materials-handling technologies help to save energy
Sustainability in logistics will play a key role in the future. In a globalised world, the challenge
is how to move growing numbers of goods from A to B in an efficient and energy-saving way. In
terms of transportation, CO2 emissions can be lowered by increasing efficiency and reducing
volumes. According to research carried out by the Fraunhofer Institute for Material Flow and Logistics (IML) in Dortmund, energy savings of up to one-third can be made by improving drivetraintechnologies. With its overall focus on the efficient use of resources, the Interroll Group is perfectly
placed to profit from this trend towards sustainability.

> Chart refers to the following chapter “Internet shopping”

Ve

Tsc

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D R IVE R S

INTE R NET s h o p p i n g
Fast data transfer is the digital lifeline of international business. Companies are connected to theirsubsidiaries, partners and customers and can increasingly run their businesses digitally – aroundthe globe. The internet is growing in importance as a sales channel. There is a huge selectionof goods on offer; the products can be presented in multimedia fashion using a range of formats,colours and forms, including photos, videos and additional information. The online shop is
open 24/7 and the goods are generally dispatched within one or two days. According to surveys
conducted by the technology association BITKOM, the Norwegians are the most active online
shoppers, at 71 %, followed by the Danes, with 68 % of the population shopping online (see chart).
Online shops need professional logistics solutions
More and more people are now able to shop online for goods and services, thanks to the spreadof the broadband network in industrialised nations and the major cities of the developing world.
According to the China Internet Network Information Center (CNNIC), over the last year the numberof internet users in China hit 513 million, an increase of 12 %. This places it well ahead of theUSA, which has around 250 million users. However, when it comes to e-commerce, with 145
million customers, China is lagging slightly behind the USA’s figure of 170 million. A study by
Boston Consulting suggests that this will change over the next few years. It claims that by 2015,
China will have 329 million online shoppers – more than any other nation in the world. The internet offers access to products that are not available in local shops, and brick-and-mortar businesses
are often not in a position to adequately cover larger areas.
The rapid spread of the internet is leading to a boom in the global e-commerce market, thanks to
the worldwide penetration of mobile technology which allows people to shop while they are on
the move. It has also been boosted by social shopping services such as Groupon, which offers its
members discounts on specific goods. The US-based financial services firm JP Morgan has predicted that, this year, global e-commerce revenue will reach 963 billion US dollars.
The boom in online shopping is not only increasing revenues but it is also presenting manufacturers, retailers and the logistics sector with new challenges when it comes to procurement, warehousing, sortation, dispatch and returns management. The number of products on offer is growing,
while warehouse space at the point of sale is shrinking. This means it is absolutely essential tofind efficient warehousing and distribution solutions.

Online orders need quick and accurate sortation processes for fast-moving food and non-food goods.

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B e n e f i t s

R ETU R NS M ANAGE M ENT ASSU M ES G R OWINGSIGNIFICANCE
E-commerce is one of the economy’s driving forces. The US-based financial services firm JP Morgan
has predicted that, this year, global e-commerce revenue will reach nearly one billion US dollars.
But online shopping brings with it a high volume of returns, which vary depending on the specificsector and the particular laws of each country. Textiles have a particularly high returns rate. Almost
half of all textile goods ordered are returned by the customer. By contrast, the rate for electronic
goods and computers is between 10 and 15 %. Professional returns management, involving thecreation of an additional goods inward procedure, presents a major challenge for online retailers.
The challenge of high returns rates
Internal logistics plays a key role in this respect and is an important factor when competing forcustomers. Industrialised countries and emerging nations alike need to make considerable investment in expanding and improving their warehousing solutions. According to a study carried out
by Boston Consulting, by 2015, China will have 329 million online shoppers – more than any othercountry in the world. The internet offers access to products that are not available in local shops,
and brick-and-mortar businesses are often not in a position to adequately cover larger areas. But
China’s boom in online shopping will also inevitably lead to high volumes of returns.
Online shopping boosts the business of delivery companies, whether they are handling orders or
returns. Many countries have privatized their state-owned postal services, which now have tocompete for business with up-and-coming private delivery companies. They both find themselves
having to consolidate their market positions through increased automation of their sortation anddistribution processes.

DHL runs return logistics operations on behalf of various mail-order companies.

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B e n e f i t s

Around the globe, systems integrators, parcel services and mail-order companies such as Amazon
place their trust in Interroll solutions
These companies can optimise their processes using modular systems with intelligent sortation
technology that is capable of handling both incoming and outgoing goods. Interroll is able to supply a complete modular system to provide online shops with an efficient and cost-effective solution
to their logistics and returns management challenges. Large global systems integrators, parcel
services and mail-order companies such as UPS and Amazon rely on Interroll’s sortation solutions.
They find that Interroll can supply the right sorters to meet all their needs and help them to manage their returns more effectively. Interroll provides cost-effective sortation and recovery solutions
that speed up the goods inward process. The same equipment can be used for sorting outgoinggoods and can also be used for picking, if required. Moreover, the mechanically-driven sorters
require low levels of investment, are inexpensive to operate and maintain, and benefit from low
energy consumption.

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CUSTO M E R

BENEFITS

U s i n g r e s o u r c e s e f f i c i e n t ly h e l p s
c o m pa n i e s r e m a i n c o m p e t i t i v e
The latest market trends are having a positive impact on Interroll’s business, as demonstrated not
only by the favourable knock-on effects of returns management in e-commerce. Indeed, there iscurrently strong pressure to modernise across virtually all sectors – a fact that compels operatorsof logistics centres to take action. As well as needing to meet increasingly stringent technicalrequirements in relation to improving working conditions and protecting the environment, for example, the pressure of competition in general makes it necessary to put effective measures in place
to save energy, time and space.
Helping companies tackle this challenge is Interroll’s core mission – expressed in the slogan“Inspired by Efficiency”. Products and solutions provided by Interroll enable companies to do business more profitably, reduce their environmental footprint and generate sustainable growth.
A modular platform for maximum efficiency
Based on its modular platform strategy, Interroll provides tailored solutions which excel in termsof efficiency and cost-effectiveness. An investment in an Interroll solution will typically pay for itself
in a maximum of two to three years. Interroll’s approximately 23,000 customers worldwide also
benefit from an ongoing continual process of innovation. With operations worldwide, the Interroll
Group continuously feeds expertise and applications knowledge acquired on countless reference
projects into ongoing product development.
International cooperation with universities
To improve efficiency for its customers even further, Interroll has tasked Leibniz Universität
Hannover (Germany) and Southeast University Nanjing (China) with developing a simulation application. This IT tool is designed to assist distribution centres handling fast-moving and moderately
fast-moving merchandise when it comes to decision-making regarding the building of new structuresand modernisation activities. It evaluates benchmark data such as throughput, the number of
employees and operating costs, and generates reliable predictions with regard to the energy footprint, total cost of ownership and ROI time that are achievable. The research study is also aimed
at raising market awareness of Interroll-developed flow storage technology and highlighting its
benefits with regard to the efficient management of fast-moving goods, as well as promoting sales.

Prof. Dr.-Ing. habil Lothar Schulze (Leibniz Universität, Hannover, Germany) and Prof. Dr.-Ing. Lindu Zhao
(Southeast University Nanjing, China) in charge of the scientific project of Interroll.

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CUSTO M E R

BENEFITSE x pa n d i n g e f f i c i e n t ly : r e t r o f i t t i n g
I n t e rr o l l s o l u t i o n s
The right choice made in the past may not necessarily be the best option today. Keeping pacewith the competition means recognising the need to regularly review your company’s intralogistics
solution. In addition to changes associated with technological progress, there are many reasonsfor adapting existing solutions. Over time, business processes will change, product structures will
evolve and increased orders in smaller batch sizes, for example, may call for a completely different way of working.
Modernisation rather than building new structures
As a rough guide – and depending on the industry – warehouses often become outdated in justseven to ten years. Factors here include changing requirements, the fact that technical components are no longer considered state-of-the-art solutions and general wear and tear as a result of
operations. Operating and process costs subsequently rise, while flexibility and competitivenessdecline. In many countries, there is added pressure to take action to improve the energy efficiencyof existing facilities based on new legislation.
Responding to these requirements appropriately does not always involve having to completely
redesign and build distributing systems. Updating, extending or retrofitting equipment in a timely
manner represents a cost-effective alternative to constructing expensive new facilities. Modernisation activities allow potential for optimisation of up to 30 % to be exploited. This relates not justto improvements in stock availability and a reduction in labour costs – with smart retrofit concepts
designed to meet future challenges it is possible to achieve significant gains in efficiency and flexibility, as well as substantial energy savings.
Making better use of the available space
One example is Interroll’s involvement in installing a flow storage system for pallets as part of a
retrofit project for the US conglomerate Procter & Gamble at the logistics centre of its production
site in Crailsheim near Stuttgart (Germany). In order to speed up the flow of goods and significantly increase warehouse occupancy, the existing pallets and drive-in racks were replaced withrack technology and dynamic storage solutions provided by Mecalux/Interroll. The compact,
space- and energy-saving storage blocks store merchandise on unmixed pallets and on a first in,
first out basis in gravity roller lanes that are six Euro pallets deep. To optimise the flow of goods,
pallets are stored dynamically even as the goods are being received and when being prepared forloading in the dispatch area. With a 4 % channel incline, Interroll dynamic storage modules makeuse of gravity, allowing pallets to roll from the loading point to the unloading side with high precisionand in an energy-neutral way. This also enables merchandise to be stored in transit between
racks, thereby increasing storage capacity to 170 %.
Another example highlights the benefits of retrofitting a high-tech Sorter solution. At its logistics
centre in Pforzheim (Germany), mail-order company Klingel replaced its old system with a hightech crossbelt Sorter solution while continuing to run its business throughout the process. As
a consequence, the home shopping retailer was able to achieve the increase in throughput that it
wanted by installing a space-saving, compact sorter configuration at its existing site. Every hour,
the system sorts up to 8,000 bags and parcels weighing between 0.2 and 10 kg. These kinds ofscalable conveyor sorter solutions can be integrated into existing facilities with ease and can be29

C u s t o m e r

B e n e f i t s

1)

2)

Before (left) and after: Cumbersome external drive station1) replaced by space-saving built-in Interroll Drum Motor 2).

tailored precisely to the user’s range of merchandise and business processes as regards thefeatures to be incorporated. Their integration into retrofit projects boosts system availability andreduces maintenance costs and downtime.
When retrofitting, the use of efficiency-optimised drives, lightweight components and combinationsof materials with low rolling resistance makes it easily possible to achieve double-digit percentage reductions in energy consumption. Optimisations made to the control hardware alone and to
the drives and sensors in materials handling components result in considerable improvements. On
older systems, these components have sometimes not been state-of-the-art for some time whereas
the mechanical transport components often remain in good condition.
Improved performance, lower operating costs
By deploying Interroll RollerDrives, an intelligently managed conveyor system divided into zones
can be set up without needing to alter the basic system structure to any great extent. With averagethroughputs of 600 to 1,000 containers per hour, a system modernised in this way will consume
up to 50 % less power than a conventional version where the drive motor runs continuously irrespective of throughput. The positive impact on operating costs and system service life yields a returnon investment in 12 to 36 months, depending on the specific operational situation.
Intelligently planned retrofit projects open up a number of options which allow optimal use to bemade of time, space, labour, energy and materials within even a short period. As a one-stop shop,
Interroll provides a complete portfolio of services ranging from assisting with project planning,offering consulting advice on strategic issues and plant design through to support on rapidly fitting
key products for intralogistics.
Compared to building an entirely new storage and distributing system, the costs of retrofit projects
are significantly lower. A further benefit over new installations is that retrofit projects can be carriedout much more quickly, usually with minimal disruption to regular business operations.

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I n s p i r e db y

e f f i c i e n c y

T H E ST R ATEGY : “ I n s p i r e d b y e f f i c i e n c y ”
The motto ‘Inspired by Efficiency’ refers not only to the benefits customers can expect from Interroll
solutions; the company also places a strong emphasis on its own resource efficiency. For Interroll,the efficient use of resources is the main precondition for maintaining and consolidating its technological and innovative pre-eminence – and that benefits customers and investors alike. Thanks
in no small part to this strategy, Interroll has been generating double-digit annual growth in per centin profit for the past decade, with the exception of 2009, the year of the financial crisis.
Continual improvements to productivity
In order to utilise resources more effectively and ensure ongoing rises in productivity, Interroll has
implemented Kaizen – a principle based on the continual perfecting of established solutions – at anumber of its production facilities and Centres of Excellence. According to the Kaizen principle,
managers and staff play an equal part in relevant improvement processes. At Interroll, the Kaizen
approach is also applied extensively to the areas of sustainability and energy efficiency. The
concept of sustainability needs to be widely understood and applied across many fields, rather
than just affecting specific areas. At the same time, the focus must be on simple solutions.
Shift-based delivery reliability exceeds 98 %Processes have been systematically reviewed and safety standards raised enormously; shift-based
delivery reliability has risen to over 98 % in the conveyor rollers area. Moreover, a thoroughly
rehearsed process extending from the supply chain to production and delivery is significantly
reducing cost-intensive stock levels, which would otherwise amount to nothing more thandormant capital. Interroll is now gradually extending the kaizen approach from production levelto the area of office administration.
Strategic investment in training
Interroll also founded the Interroll Academy with a view to optimising resources over the long term.
By promoting the advancement of staff members, the internal training centre, which was set up
in 2008, is helping the Interroll Group to implement its long-term growth strategy – and its successproves the concept is the right one. To a very high degree, Interroll has optimised and professionalised its internal know-how, thereby ensuring the needs of a wide range of customers can be met.

31

I n n o v a t i o n

i n

m a n u f a c t u r i n g“ Th e e n d u r a n c e o f t h e l o n g - d i s t a n c erunner”
Kaizen, an established principle in the Japanese culture of management and quality, also forms
the basis of the Interroll Production System (IPS). Armin Lindholm (Managing Director of Interroll’sCentre of Excellence for RollerDrives and Conveyor Rollers), Ralf Dorok (Head of Production,
Process Planning and Health & Safety) and Peter Trapkowski (TPM Manager and Head of Maintenance) explained how the principle of Kaizen works in practice.
What is the principle behind Kaizen?
Armin Lindholm: Kaizen is a principle of management introduced by the Japanese automobile industry in the first half of the 20th century. The term is derived from the Japanese words kai (meaning“change”) and zen (“for the better”). The basic idea is that small steps can lead to big changes.
How does that approach actually improve processes in a company?
Peter Trapkowski: First of all, Kaizen is a strategy of improvement through small steps. This makes
the process of change simpler while also raising acceptance and motivation amongst employees.
Secondly, the integrated approach of Kaizen draws together the whole workforce and every
aspect of a company that impacts on the bottom line – logistics, safety, quality, costs, technology
and the environment. It also takes account of partners, suppliers and customers. Thirdly, Kaizen
is not static. It is a dynamic concept that embraces profitability as part of the process.
So a company should be regarded from the viewpoint of its processes?
Armin Lindholm: Actually it’s our employees who advance the processes – they come up withideas for improvements and find new ways of working, and they consider themselves responsible
for the outcomes. This means higher levels of motivation and discipline, which in turn enhances
the general working environment and makes a company like Interroll a highly attractive employer
as well as a very reliable business partner.
How was Kaizen implemented at Interroll?
Peter Trapkowski: As we know, companies often meet with internal resistance when they introduce
new working practices. In many cases, opposition is based on ignorance or mistaken perceptions. That’s why from the outset, we brought the machine operators and production engineers into
the process along with the managers. After all, the employees are pivotal to the creation of value
within the company.
What were the actual steps that you took?
Armin Lindholm: The first step was to tidy up the production areas properly and give the processes
a clear and neat structure. This revealed the waste that had been in the system. We then carriedon simplifying the processes while introducing solution platforms, thereby cutting set-up times significantly and making our purchasing procedure more efficient. We have implemented Kaizen
methods in the office area too in much the same way.
So once a process has been set in motion, it can be left to its own devices?
Ralf Dorok: It’s not quite that easy. In a lot of areas, improvements to productivity and a more efficient use of resources came about pretty much automatically, that’s true. However, to maintain the32

I n n o v a t i o n

i n

m a n u f a c t u r i n g

Kaizen at Interroll: Ralf Dorok (left), Armin Lindholm (centre), Peter Trapkowski (right) never get tired of improving
processes.

standards of quality we have achieved, Interroll is still working with the Kaizen Institute and offeringongoing training to the various teams. We also carry out regular audits and workshops, bothscheduled and unscheduled.
How are customers responding to the changes?
Armin Lindholm: Thanks to the improve ments we’ve made, Interroll customers can count on
top-notch quality as well as reliable deliveries and exact quantities across all batch sizes – andcustomers are well aware of this. A number of companies have outsourced their production
to us, and we are currently manufacturing Rollers for clients in Europe and the USA as an outsourcing partner.
How do you see future developments?
Armin Lindholm: Kaizen has enabled us to introduce just-in-time production. Moreover, ourproduction processes and the entire supply chain are very well coordinated. This means we are ina position to meet the needs of customers at all times, achieve maximum efficiency and evenenhance the supply chains of our clients for the long term. There’s still a long way to go – we intend
to carry on finding things to optimise and realising improvements. The concept is all about
corporate growth over the long term. Achieving our goals is not a sprint – we are going to need
the endurance of a marathon runner.

33

Pr o d u c t

INNOVATIONS

R o l l e rDr i v e EC 3 1 0 : e f f i c i e n t , f l e x i b l e a n dreliable
Particularly in e-commerce and just-in-time production processes, the time needed to process
an order is a crucial parameter. Optimisations of this process call for efficient, reliable andflexible conveying technologies. The more stringent the throughput and “track and trace” requirements a system has to meet, the more accurately the installed technology has to work. Significant
improvements can be realised in this area by splitting up a roller conveyor system into different
zones. And this is precisely the underlying principle behind Interroll’s innovative 24 V RollerDrive
EC 310.
Demand-driven use of conveyor output
Instead of relying on one central motor to drive the entire conveyor, it is divided up into separately
driven segments in lengths that vary according to requirements. The individual conveying zones
are either interlinked with distributed control or activated as required via a higher-order controller.
This means that the drive operates with reference to throughput. The system does not use anyenergy in those sections not conveying any containers. Rather, the drive is only in operation withinthose sections where conveying is currently required. Not only does this reduce energy consumption, it also decreases noise and wear.
Another benefit of Interroll’s RollerDrive solution is that the absence of mechanical elements for
power transmission to the roller conveyor segments reduces maintenance, while at the sametime the service life of the system is extended. Depending on the mechanical components used,
the RollerDrive concept can offer a service life three to four times higher than conventional solutions – a key variable for the total cost. To further improve the energy balance, the RollerDrive solution uses regenerative braking. The braking energy recovered from cyclical operation is passed
on to other segments of the overall system. This substantially reduces the primary connected loadof the accumulator conveyor and at the same time decreases the thermal load on the RollerDrive’s
brushless motor.

Decentralised intelligence in roller conveyors helps save energy.

34

Pr o d u c t

INNOVATIONSHigh levels of system and operator safety
The new EC 310 RollerDrive also offers safety benefits. A distributed drive concept with alarge number of small drives working at low power does not require extensive protection against
unauthorised access or tampering by personnel, unlike a centrally driven system. In addition,
the drive station itself and reversing device for the flat belt do not have to be protected againstinterventions. Moreover, systems with 24 V DC power are in themselves safe and therefore
subject to less restrictive safety regulations.
Lower power consumption
Even when used in curved belts, the RollerDrive EC 310 – with its motor integrated into the roller– offers considerable benefits. Instead of using complicated and energy-wasting reversing devices, this solution employs power transmission from roll to roll via PolyVee belts. Whereas conventional roller conveyor curves are usually driven by a 250 watt motor, the RollerDrive at around30 watts consumes much less power. Depending on application, RollerDrives can also be usedwith various gear transmission ratios, for example in order to operate at a lower speed but havemore torque available.
Faster ROI
When it comes to renovating an existing system, the RollerDrive solution is generally the ideal basis for a future-proof retrofit concept. In most cases it will suffice to install new RollerDrives insteadof the non-driven rolls and to dismantle the central drive, the associated reversing unit and the
supporting rollers. Often, existing carrier rollers can be re-used. This means that Interroll’s EC 310
RollerDrives provide a solution with a manageable investment volume that can allow an existing
system to be run for a large number of extra years safely and with good uptime availability. Accumulation conveyors with Interroll RollerDrives feature much lower operating costs compared withconventional technologies and an ROI time of on average two to three years.

35

Pr o d u c t

INNOVATIONS

S y n c hr o n o u s Dr u m M o t o r s f o r m a x i m u menergy efficiency
Around 70 % of industrial energy consumption is caused by electric motors. Due to rising
power costs, improving the energy efficiency of such drives is one of the most promising ways
to reduce production costs. The German Environment Ministry, for instance, estimates that,in Germany alone, electricity consumption could be reduced by about 27 billion kilowatt hours
by the year 2020 through the use of more efficient electric motors.
Thanks to their design, Interroll drum motors stand out for their extremely low power loss. The
new Synchronous Drum Motors are the epitome of high performance, boasting an efficiency rate ofwell over 90 % (motor). Due to their comparatively low power consumption of less than 0.75 kW,these motors do not need to be tested for compliance with IEC 60034-30 standards relating to theefficiency of low-voltage three-phase motors. However, this is merely academic, as they fulfil theaforementioned requirements with ease, achieving the IE3 efficiency class (premium efficiency) or
the even stricter IE4 class.
According to an independent study by the Technical University Aalborg (Denmark), an asynchronous drum motor driving a conveyor belt with a 50 kg load (maximum load) consumes around
32 per cent less primary energy than a geared motor with identical capacity. When used to movean empty conveyor belt, the potential savings are as high as 47 %. This gives rise to further
potential savings. As there is significantly less power being lost and converted into heat, lessenergy also has to be consumed for cooling purposes – by for instance air conditioning
systems in the foodstuffs industry.
The fact that such aspects are more than worthy of consideration is evident from a comparison of
the various drive concepts. For instance, the Synchronous Drum Motor under full load at an
ambient temperature of 20 °C reaches a maximum surface temperature of 45 °C at the most, whileclassic geared motors can reach up to 70 °C. Savings can also be made with the SynchronousDrum Motor under normal operating conditions. The completely enclosed casing, for instance, andthe compact design of the drum motors means the need for cleaning is reduced by about 30 %.
This leads to significant savings in cleaning time and the related cost of hot water or steam.

Interroll Synchronous Drum Motors require little space only.

36

Pr o d u c t

INNOVATIONS

As far as technical performance is concerned, the new Synchronous Drum Motors stand out for
their consistently high torque across almost the entire speed range, right through to the maximum
rpm, which corresponds to the nominal rating. They make it easier to develop dynamic applications such as pick-and-place, inward transfers or merges, as side mounting is no longer required.
When used with a corresponding sensor system, like an integrated encoder, a very high degreeof precision can also be achieved. The benefits of the Synchronous Drum Motor also include spinoff savings in the overall operating costs of applications requiring servo technology. This includes packaging lines with the need for precisely timed intervals between conveyed goods – so-called
smart belts – or lines with dynamic positioning.
This new addition to the Interroll product range of a Synchronous Drum Motor is one of the mostpowerful and energy-efficient conveyor-belt drives ever developed. It combines the benefitsof the drum motor with the superior efficiency of the synchronous servo motor. The end result is anextremely compact and dynamic drive with outstanding energy efficiency of around 85 %(motor and gears). The fail-safe record and long service life of drum motor technology also speak
for the concept. This is a complete, all-in-one design, with all mechanical components of the
motor incorporated inside the drum. As well as an electric motor, this includes the gears and an
optional feedback system for closed-loop operation and brakes or mechanical backstops. The
fully encased design also ensures excellent protection from any outside influences.

37

W h a to u r

c u s t o m e r ss a y

HOUSEHOLD GOODS
Andrade Distribuidor in Arapiraca markets perfumery products, toiletries, household goods
and foodstuffs, general merchandise and stationery items. To increase its distribution
rates, the Brazilian company modernised its distribution centre at its headquarters in Arapiraca,
without having to incorporate any additional storage space.
Interroll built a maintenance-free, zero-energy Carton Flow rack into the existing palletrack system.
The picked cartons reach the palletising zone on roller conveyors fitted with Interroll RollerDrives.
The maintenance-free, low-noise, space-saving design and superior safety features made it
preferable to a solution with 380 V geared motors.

“This Interroll solution is extremely energy efficient,remarkably compact and quiet. With Interroll Carton
Flow we have achieved a significant improvementin our picking rates.”
Celso Pessoa, Owner of Andrade Distribuidor, Brazil

ANDRADE DISTRIBUIDOR
Application

Conveyed goods

Objective

Integrated
Interroll products

User benefits

Distribution centre

Household items,
foodstuffs,
merchandise incartons

Improve utilisationof existing
distribution centre

Carton Flow
combined withIntelliveyor tote
conveyors

Energy-efficient,space-saving
solution39

W h a to u r

c u s t o m e r ss a yBEVERAGES
Positive experience with Interroll dynamic storage technology installed in a distribution centre
in 2009 inspired Red Bull to commission Interroll again in 2011 to supply a dynamic pallet system
for a new warehouse.
The new distribution centre in Bangkok offers a total of 12,670 pallet spaces for flow storage
based on the FIFO principle (first in - first out) and top-up storage with Interroll Cart Pushback
based on the LIFO principle (last in - first out).
The flow storage channels in the FIFO area can take 16 pallets each, while the Cart Pushback
top-up units have channels capable of taking 4 to 5 pallets. This allows for optimal space utilisationin this area of the warehouse, with only two aisles required to load or unload the three rows of
top-up units.

“From its starting point, we have supported
the project with our know how and expertisefrom many other applications.”
Grisorn Nakapong, Managing Director Interroll (Thailand) Co. Ltd., Thailand

RED BULL
Application

Conveyed goods

Objective

Integrated
Interroll products

User benefits

Beverage
distribution

Beverage pallets

Successful
completion of anew project with atried and tested
partner

FIFO and LIFO
dynamic storage
modules

Space-saving,compact palletstorage within areadily available
system41

W h a to u r

c u s t o m e r ss a y

SALMON
MerAlliance, France’s number one supplier of salmon specialities, has leveraged the benefits of
the new Interroll Synchronous Drum Motor. Its production unit uses the belt conveyor drive ina new processing line for smoked salmon slices. The processing plant combines slicing machinerywith PU belt conveyors that are driven by the Synchronous Drum Motors in a precise and quiet
start-stop sequence. This ensures the carton carriers are pulsed in a perfectly timed sequence andthe salmon slices never slip off the carriers.

“Our new processing line has significantly increased
its productivity despite the limited space it has to workwith and the strict cleaning procedures. The Interroll
Synchronous Drum Motors are ideal for such an application. They make the conveyor movements completely controllable in a precisely positioned, stop-andgo operation and they work quietly and reliably too.”Antoine Aveline, industrial engineer with MerAlliance, France

MerAlliance/Armoric
Application

Conveyed goods

Objective

Integrated
Interroll products

User benefits

Food processing

Sliced salmon on
carton carriers

Install highfrequency stopand-go belt
conveyors in anarea with limited
spaceInterroll
Synchronous Drum
Motors as belt
drivesSpace-saving,hygienic belt drives

43

C o r p o r a t e

G o v e r n a n c e
C o n t e n t s

Corporate GovernanceContents
1

Introduction

46

2Group structure and shareholders

46

3

Capital structure

47

4	Operational management structure48

5

Board of Directors

51

6Internal organisation

54

7

Competence regulations

55

8

Information and control instruments

55

9Group management

56

10

Compensation, shareholdings and loans

59

11	Shareholders’ participation rights

61

12

Changes of control and defence measures

62

13

Auditor62

14

Information policy

6345

C o r p o r a t e
G o v e r n a n c e
I n t r o d u c t i o n/
G r o u p
S t r u c t u r ea n ds h a r e h o l d e r s

1 Introduction
The corporate governance report 2011 of the Interroll Group refers to the official guideline of
the SIX Swiss Exchange on Corporate Governance as well as to the regulations of the “Swiss codeof best practice for corporate governance”. In order to minimise repeated comments, certain
sections cross refer to other sections, especially to the financial report.
The compensation report is part of the financial statements of INTERROLL HOLDING LTD.

2 Group structure and shareholders
Group structure
The operational management structure is disclosed in chapter 4 of this report.
The mother company of the Group, INTERROLL HOLDING LTD., is domiciled in Sant’Antonino/TI,
Switzerland. Its registered shares are traded in the main segment of the SIX Swiss Exchange
under the security number 637289. Further notes to the listing can be found in the inside coverof the annual report (“Information for investors”).
Subsidiaries belonging to the consolidation range of the Interroll Group are disclosed in note 8.4of the Group’s financial statements. There are no other equity instruments publicly traded expect
those of INTERROLL HOLDING LTD.
Significant shareholders
All significant shareholders holding a reportable participation are disclosed in note 3.7(“Significant shareholders”) of the financial statements of INTERROLL HOLDING LTD.
Cross shareholdings
The Interroll Group does neither maintain capital nor voting rights with other entities.

46

C o r p o r a t e
G o v e r n a n c e
C a p i t a ls t r u c t u r e

3 C a p i ta l s t r u c t u r eCapital and authorised/conditional capital
The share capital of Interroll Holding Ltd. amounts to CHF 8.5 million and is made up of 854,000
fully paid registered shares with a par value of CHF 10 each. Each share has one voting right.
There is no authorised or conditional capital. Furthermore, the are no other equity-like instruments
such as profit sharing rights or participation certificates. Additional information to the equity isdisclosed in the financial statements of the Group (see 1.5 – “Consolidated statement of changes
in equity”) and in the respective notes.
Changes in capitalIn the year under review, the share capital remained unchanged at CHF 8.5 million.
Limitations on transferability and nominee rights
Information about limitations on transferability and other nominee rights of the shareholders is dis
closed in chapter 8 (“Shareholders’ participation rights”) of the report on the corporate governance of the Interroll Group.
Convertible bonds and options
There are no convertible bonds outstanding. In 2006, the board of directors approved a management
share option plan. Further information on this plan is disclosed in 7.1 of the Notes to the financial
statements of the Interroll Group.

47

C o r p o r a t e
G o v e r n a n c e
o p e r a t i o n a l
M a n a g e m e n t

4

S t r u c t u r e

o p e r at i o n a l m a n a g e m e n t s t r u c t u r e

The Interroll Group consists of one single business unit. The complete product range is sold in all
markets through local sales organisations. Interroll caters to the needs of its customers (system
integrators, plant manufacturers, end users) by offering a tailor-made product portfolio and expert
consultancy. The Interroll manufacturing units focus on the production of specific product ranges.
Assembly units receive semi-finished products from the manufacturing units and assemble a wide
product range for their local markets. The Interroll Research Center, which is centrally located,develops new application technologies and new products. The manufacturing units continue to explore new opportunities to develop further the product ranges they focus on.
The Group Management and the Interroll management structure are organized by functions (overall management, Products & Technology, Global Sales & Service, marketing, finance and IT). The
financial management of the Group by the Board of Directors is, on the one hand, based on turnover of the product groups and geographical markets and, on the other hand, on the reporting of
the consolidated financial statements. In addition, Group Management assesses the achievementof financial and qualitative targets and other key performance indicators of all subsidiaries.

Board of Directors
Chairman
Kurt Rudolf

Vice chairman

Audit Committee

Compensation Committee

Other members

Urs TannerPhilippe Dubois

Kurt Rudolf

Marco Ghisalberti

Paolo Bottini

Prof. Dr. Horst Wildemann

Ingo Specht

Group Management
Chief Executive Officer
Paul Zumbühl

Chief Financial Officer

Corporate Marketing

Jürg Häusermann

Jens Karolyi

Corporate IT
Christian Hähni
Global Sales & Service

Products & Technology

Dr. Christoph Reinkemeier

Dr. Ralf Garlichs

Regions48

Operational Head Americas		

Tim McGill

Operational Head Asia			

Kwang-Heng Sengo p e r a t i o n a l

C o r p o r a t e
G o v e r n a n c e
M a n a g e m e n t
S t r u c t u r eInterroll Research Center (IRC), Global Product Management
The Interroll Research Center (IRC) develops in close cooperation with the Centers of Excellence,
Global Product Management and Global Sales new products, techniques and technologies.
Functional unit

Managed byCompany

Research & Development

Dr. Thomas Wolters, a.i.

Interroll Holding GmbH, Wermelskirchen (DE)Global Product Management

Dietmar Hager

Interroll Holding GmbH, Wermelskirchen (DE)Global Centers of Excellence
The seven Interroll Centers of Excellence are responsible worldwide for product development,
strategic purchasing and the application and development of production technologies for specificproduct ranges. Furthermore, they produce for the European markets and supply semi-finishedgoods to group companies overseas. The global Centers of Excellence of the Interroll Group aremanaged by the following persons:Products

Managed byCompany

Rollers, RollerDrives

Armin LindholmInterroll Engineering GmbH, Wermelsk. (DE)

Industrial Drum Motors

Helmut LeuverInterroll Trommelmotoren GmbH, Baal (DE)Supermarket products

Dr. Anders Staf Hansen

Interroll Joki A/S, Hvidovre (DK)

Flow storage productsDidier Lermite

Interroll SAS, La Roche sur Yon (FR)Conveyor modules

Michael Kuhn

Interroll Automation GmbH, Sinsheim (DE)

Subsystems

Dr. Heinrich Droste

Interroll Automation GmbH, Sinsheim (DE)Polymer parts

Ingo Specht

Interroll AG, Sant’Antonino (CH)

HoldingGlobal Centers of Excellence
Sales/Production
Agents/Distributors
49

C o r p o r a t e
G o v e r n a n c e
o p e r a t i o n a l
M a n a g e m e n t

S t r u c t u r eWorldwide sales and production companies
Sales and service subsidiaries
Interroll sales companies concentrate on specific market and customer segments offering the fullrange of Interroll products and 24-hour repair service.
Production companies
Guided by the Interroll Centers of Excellence, production companies manufacture and assemble
products for regional markets. They concentrate on specific product groups within the full productrange.

The sales and service subsidiaries and the sales regions are managed by the following persons:

Function

Region/country

Managed by

Sales and Service

Central Europe

O. Schopp

Interroll Fördertechnik GmbH, Wermelskirchen (DE)EuropeSales and Service

FranceG. Calvez

Interroll SAS, Saint-Pol-de-Léon (FR)Middle East

Sales and Service

Northern Europe

E. KaiserInterroll Nordic A/S, Hvidovre (DK)

Sales and Service

Great Britain/Ireland

Ch. Middleton

Interroll Ltd., Corby (GB)Sales and Service

Iberic peninsula

R. RoviraInterroll España SA, Cerdanyola del Vallès (ES)Sales

Czech Rep., Balcany, Hungary

F. Ratschiller

Interroll CZ s.r.o., Breclav (CZ)

Sales and Service

Poland, Russia, Ukraine

F. Ratschiller

Interroll Polska sp.z.o.o., Warsaw (PL)Sales

Turkey, Middle East

F. Ratschiller

Interroll Lojistik Sistemleri Ticaret Limited, Istanbul (TR)Sales and Assembly

AfricaR. MeyInterroll SA (Proprietary) Ltd., Johannesburg (ZA)

Sales and Production

Special projects

H. LeuverTranstechnik GmbH, Wassenberg (DE)Sales and Production

North America

R. KeelyInterroll Corporation, Jeffersonville (US)Sales and Production

North America

S. CwiakInterroll Automation LLC, Jeffersonville (US)

Production

North America

C. Brown

Interroll Dynamic Storage, Inc., Hiram/Atlanta (US)Sales and Production

CanadaS. Gravelle

Interroll Canada Ltd,. Newmarket/Toronto (CA)Sales and Production

AmericaS. Gravelle

Interroll Components Canada Ltd,. Concord/Toronto (CA)Sales and Assembly

Brazil, Argentina

D. HahnInterroll Logística Ltda., Pindamonhangaba/São Paulo (BR)Sales and Production

China

S. Foong

Interroll (Suzhou) Co. Ltd., Suzhou (CN)Asia

Sales and Service

South Korea

N. KimInterroll Korea Corp. Seoul (KR)

Pacific

Sales and Service

Japan

Y. Kawakubo

Interroll Japan Co. Ltd., Tokyo (JP)Sales and Assembly

ThailandN. Grisorn

Interroll (Thailand) Co. Ltd., Panthong (TH)Sales and Service

Singapore, South East Asia

G. W. Seng

Interroll (Asia) Pte. Ltd, Singapore (SG)Sales and Assembly

Australia

P. CieriInterroll Australia Pty. Ltd,. Melbourne (AU)

AfricaAmericas50

CompanyC o r p o r a t e
G o v e r n a n c e
B o a r do f
d i r e c t o r s

5 B o a r d o f Di r e c t o r s
Members of the Board of Directors

From left to right
Ingo Specht, Urs Tanner, Kurt Rudolf, Philippe Dubois, Paolo Bottini, Marco Ghisalberti und Prof. Horst Wildemann

The Board of Directors of INTERROLL HOLDING LTD., Sant’Antonino (CH), consisted of sevenmembers at year-end 2011:
Name

Year of birth Function
Nationality Committee membership

Initialelection

Electeduntil

Kurt Rudolf

1942
Swiss

Chairman since 2006
Compensation committee since 2006

2001

2013

Urs Tanner

1951
Swiss

Deputy chairman since 2009

2008

2014

Paolo Bottini

1965
Swiss

MemberAudit committee since 2003

2003

2012

Philippe Dubois

1950
Swiss

MemberAudit committee since 2003

2003

2012

Dr. Horst Wildemann 1942
GermanMemberCompensation committee since 1999

1999

2014

Marco Ghisalberti

1961
ItalianMember

1997

2012

Ingo Specht

1964
GermanMember2006

2012

Election and terms of office
The Board of Directors is composed of at least six members. These members are elected individually by the General Meeting of the shareholders for a three-year term. The shareholders Dieter
Specht and Bruna Ghisalberti or their direct first-generation descendants are entitled to nominate
totally two representatives (one representative per family), as long as they hold at least 10 % eachof the share capital. The chairman of the Board is elected by the Board of Directors (Art. 19 and
20 of the Articles of Association). Specific topics and tasks may be assigned to members or committees of the Board.
51

C o r p o r a t e
G o v e r n a n c e
B o a r do f
d i r e c t o r sProfessional background and vested interests of the Board of Directors
Kurt Rudolf
Dipl.-Ing. ETH
Current activities
Since 2005: Member of the Board of Directors of Belimed Ltd., Zug (CH)
Since 1996: Member of the Board of Directors of Medela Group, Zug (CH/US)
Professional background1986 – 1990: CEO Portescap Group, La Chaux-de-Fonds (CH)1982 – 1985: Managing Director of LGZ Landis & Gyr Zug Ltd., Zug (CH)Urs Tanner
Executive MBA, University St. Gallen (CH)
AMP, Harvard (US)Current activities
Since 2011: Member of the Board of Directors of Koras Ltd., Hasle-Rüegsau (CH)
Since 2011: Member of the Board of Directors of Belimed Ltd., Zug (CH)
Since 2011: Member of the Board of Directors of Plaston Ltd., Widnau (CH)
Since 1995: Member and delegate of the Board of Directors of Medela Group, Zug (CH)
Professional background1995 – 2007: CEO of Medela Group, Baar (CH)1983 – 1994: Managing Director of Tool & Plastics, Mikron Group, Biel (CH)1967 – 1983: Management positions at Styner + Bienz (Adval Tech), Niederwangen (CH)
Paolo Bottini
Lic. iur., lawyer
Tax specialist (Eidg. dipl.)
Current activities
Since 2011: Managing Partner of Bär & Karrer, Zurich (CH)
Since 1996: Guest lecturer for law and tax at the Centro di Studi Bancari, Vezia (CH)
Professional background
2002– 2010: Partner and Director of Bär & Karrer, Lugano (CH)2000 – 2001: Partner of Bär & Karrer, Lugano (CH)1996 – 2000: Associate of Bär & Karrer, Lugano (CH)
Philippe Dubois
Lic. iur. and lic. oec.
Current activity
Since 2002: Independent management and financial consultant for M&A, corporate financeand management coaching
Professional background1999 – 2001: Senior Investment Banking positions at Bank Julius Bär
1982 –1999:	UBS Warburg (also responsible for the IPO of Interroll)52

C o r p o r a t e
G o v e r n a n c e
B o a r d
o f
Di r e c t o r sProf. Dr. Horst Wildemann
Prof. of university Dr. Dr. h. c. mult.
Honorary professor at the universities of Klagenfurth and Passau (DE)Award of the first class cross merit of the Federal Republic of Germany
Award of the order of merit of Bavaria
Dipl.-Ing. in mechanical engineering and Dipl.-Kfm. in business administration at the universities of
Aachen and Cologne (DE) and also of the universities of Southern California and Indianapolis (US)Member of the Logistic Hall of Fame (since 2004)
Current activities
Since 2007: Member of the Board of Directors of Sick AG, Waldkirch (DE)
Since 1996: Member of the Board of Directors of Zeppelin GmbH, Friedrichshafen (DE)
Since 1988:	Professor ordinarius for management, production and logistics at the Technische
Universität München, Munich (DE)
Since 1980: Managing Director of TCW Consulting GmbH, Munich (DE)
Marco Ghisalberti
Laurea, Economia e Commercio, Istituto Universitario di Bergamo (IT)MBA, Boston University, Boston (US)Current activities
Since 2006: Managing Director of Rulli Rulmeca S.p.A., Bergamo (IT)
Since 1996: Member of the Board of Directors of Rulli Rulmeca S.p.A. and Rulmeca S.p.A. (IT)Professional background2000 – 2003:	Senior managing positions within the Rulmeca Group
1995 –1999: Regional sales manager Rulli Rulmeca S.p.A., Bergamo (IT)Ingo Specht (executive member)
Professional qualifications as Industrial Business Manager of the Chamber of Commerceand Industry Cologne (DE)Current activity
Since 2007: Managing Director of Interroll Ltd., Sant’Antonino (CH)
Professional background2003 – 2007: Head of Corporate IT, Interroll Management LTD., Sant’Antonino (CH)1998 – 2002: Vice President Corporate Development, Interroll (Schweiz) AG, Sant’Antonino (CH)1993 –1997: Owner and managing director of Luxis AG, Locarno (CH)1986 –1993: Deputy Managing Director of Interroll LTD., Sant’Antonino (CH)53

C o r p o r a t e
G o v e r n a n c e
I n t e r n a lo r g a n i s a t i o n

6 I n t e r n a l o r g a n i s at i o n
The Board of Directors is responsible for strategic issues and performs high-ranking duties asregards the management, supervision and control of the executive members of the Interroll Group.
The Board of Directors consists of the Chairman, the Deputy Chairman and the other Members.
The Board of Directors is assisted by two permanent committees within the areas of auditing (Audit
Committee) and remuneration policy (Compensation Committee).
The Audit Committee receives the audit reports prepared by the external auditors and Group auditors, subsequently reporting on them to the Board of Directors. In particular, it satisfies itself that
the Group companies are also audited on a regular basis. At least once a year, the Audit Committee also commissions a report on audits undertaken and planned as well as on any proposals toimprove the auditing function. The Audit Committee submits its proposals to the Board of Directors
for decision.
The Compensation Committee submits its proposals for the salary and bonus of the CEO, theMembers of Group Management, and the compensation of the Board of Directors to the Board of
Directors for decision. At the beginning of the year, it defines the targets to be attained for bonus
payments to become applicable. In addition, the Compensation Committee is responsible for establishing the terms of the share ownership scheme.
Both committees meet as necessary. Any member is entitled to convene committee meetings. The
members of the two committees are listed in the report on the Corporate Governance of the Interroll Group (see 5 “Board of Directors” – “Members of the Board of Directors”).
The Board of Directors is deemed quorate if an absolute majority of its members is present in person. Resolutions are adopted on the basis of an absolute majority of votes present. In the eventof an equal division of votes, the Chairman casts the deciding vote. All resolutions are recorded in
the minutes. The Board of Directors meets as often as business requires, but at least four times
per year.
The meetings are convened by the Chairman of the Board of Directors. Each member of the Boardof Directors may demand that a meeting be convened, specifying the item on the agenda to
be discussed. In the business year 2011, the Board of Directors met on five occasions, the Audit
Committee three times and the Compensation Committee twice for regular scheduled meetings.
The Managing Directors of the respective functional units and of the Corporate Functions are invited to attend meetings when necessary.

54

C o m p e t e n c e

R e g u l a t i o n s/

C o r p o r a t e
G o v e r n a n c e
I n f o r m a t i o n
I n s t r u m e n t s

7 C o m p e t e n c e r e g u l at i o n sCompetences and controls are specified within a set of organisational regulations.
The Board of Directors has exercised its statutory authority to delegate management to third
parties who need not be shareholders (Group Management), reserving those duties which may
not be delegated or withdrawn.
In the provisions of the organisational regulations, the Board of Directors has delegated the
management of ongoing business to a Chief Executive Officer (CEO). The CEO is responsible forthe overall management of the Interroll Group and for all matters not falling under the purview
of another governing body, as specified by law, the Articles of Association or the organisational
regulations. In particular, the CEO is responsible for the operational management of the Company
as a whole.
Group Management consists of the CEO and the Managing Directors of the functional units andof the Corporate Functions, who report directly to him at the Company’s headquarters.

8 I n f o r m at i o n a n d c o n t r o l i n s t r u m e n t s
At each meeting, the CEO informs the Board of Directors of the course of business, the principal
events within the Group and the discharge of duties delegated to the Group Management.
The Management Information System (MIS) of the Interroll Group consolidates the balance sheet,income statement and cash flow statement, as well as financial data pertaining to the subsidiarycompanies, on a monthly basis and compares the current figures with those of the previous year
and the budget. On the basis of the quarterly financial statements, the budget is assessed in
the form of a forecast as to whether it is attainable with regard to each entity and also for the consolidated group. The financial reports (MIS) are discussed with the CEO at meetings of theBoard of Directors.
On behalf of the Audit Committee, internal audits are performed annually at selected subsidiarycompanies. The focal points of the audit are defined according to the risk profile of the respective
entity. The reports of the Audit Committee are discussed with the local management.
Extraordinary occurrences and decisions of material importance, as specified in the organisational
regulations, are immediately brought to the attention of all members of the Board of Directors inwriting.

55

C o r p o r a t e
G o v e r n a n c e
G r o u p
M a n a g e m e n t

9 Group Management
Members of the Group Management
Name

Year of birth
Nationality

Function

Member sincePaul Zumbühl

1957
Switzerland

Chief Executive Officer (CEO)January 2000

Jürg Häusermann

1961
Switzerland

Chief Financial Officer (CFO)

November 2000

Dr. Ralf Garlichs

1962
Germany

Head of Products & Technology

July 2006

Dr. Ch. Reinkemeier

1966
Germany

Head of Global Sales & Service

January 2011

Jens Karolyi

1970
Germany

Head of Corporate Marketing

January 2011

Christian Hähni

1958
Switzerland

Head of Corporate IT

July 2007

Tim McGill

1955
Great Britain

Head of operations Americas

January 2011

Kwang-Heng Seng

1951
Singapore

Head of operations Asia

April 1988

Professional background and vested interests of the Group Management
Paul Zumbühl
Dipl.-Ing., Lucerne university of applied sciences, Lucerne (CH)MBA, Joint University Program of the univ. in Boston, Berne, Shanghai
AMP, Kellogg Business School of Northwestern University, Chicago (US)Marketing Management Diploma (Eidg. Dipl.)
Current activity
Since 2000: CEO, Interroll Group
Further activities
Since 2009:	Member of the Board of Directors, Looser Holding, Arbon (CH)
Since 2007:	Member of the Board of Directors, Schlatter Holding, Zurich
Professional background1994 – 1999:	CEO of Mikron Plastics Technology and member of the Executive Management Board, Mikron Group, Biel (CH)1988 – 1994:	Managing Director and further management positions at the
Sarna Group, Sarnen (CH)1984 – 1987:	Sales Manager/Engineer at SYMALIT AG, Lenzburg (CH)56

C o r p o r a t e
G r o u p

G o v e r n a n c e
m a n a g e m e n tJürg Häusermann
Diploma in Economics and Business Administration, HWV(majoring in Finance and Marketing)Current activity
Since 2000: CFO, Interroll Group
Professional background1997 – 2000:	Division Controller, Segment Kitchen Technology,
FRANKE Group, Aarburg (CH)Dr. Ralf Garlichs
Dr. Ing. (Mech. engineering, focus production eng.), Univ. Hannover (DE)Current activity
Since 2011: Head of Products & Technology, Interroll Group
Professional background2006 – 2010: Managing Director of “Interroll Drives & Rollers”,
Interroll Group
1999 – 2006:	Managing Director of Reflex Winkelmann and further
managing positions at Winkelmann, Ahlen/Westfalen (DE)1994 – 1999:	Head Production, Logistics, Festo Tooltechnic, Esslingen/DE
DR. Christoph ReinkemeierDr. (System technologies), University of Münster (DE)Current activity
Since 2011: Head of Gobal Sales & Service, Interroll Group
Professional background2007 – 2010:	CEO for North and South America at Deckel Maho 		
Gildemeister (DMG) America Inc., Chicago (US)
2000– 2006:	Several management positions at Ista International GmbH,
Essen (DE)
1998– 2000: Project manager of corporate development E.On AG,
Düsseldorf (DE)
Jens Karolyi
Dipl. in Business Administration, University of Bamberg and Giessen (DE)Current activity
Since 2011: Head of Corporate Marketing, Interroll Group
Professional background2007 – 2010:	Vice President Marketing and Communications Northern
Europe, Ericsson, Düsseldorf (DE)2000 – 2007: Management positions in Marketing, Branding and Commu-		
nications at Ericsson Northern Europe, Düsseldorf (DE)57

C o r p o r a t e
G o v e r n a n c e
G r o u p
m a n a g e m e n t

Christian Hähni
Dipl. Masch.-Ing. FH
Executive MBA in Business Engineering, University of St. Gallen (CH)and Santa Clara University California (US)Current activity
Since 2007: Head of Corporate IT, Interroll Group
Professional background2003 – 2007: CIO at Walter Meier Holding Ltd., Schwerzenbach (CH)1995 – 2003: Management Consultant at KPMG und SAPTim McGill
Bachelor in English, Brockenhurst College, Hampshire (GB)Current activity
Since 2011: Head of operations Americas, Interroll Group
Professional background
2000– 2010:	Head of Interroll Dynamic Storage North America,
Newmarket (CA)
2000– 2010:	Head of Interroll Canada, Newmarket (CA)
1996– 2000: Head of Werner Precision Rollers Canada, Concord (CA)
1976– 1995:	Several management positions at Brammer UK, Europe

Kwang-Heng Seng
Bachelor of Science (Production Engineering) at Aston University (GB)Current activity
Since 2011: Head of operations Asia, Interroll Group
Professional background1988 – 2010: Head of New Markets of Interroll Group
1988 – 2010: Managing Director Interroll (Asia) Pte. Ltd., Singapore (SG)1986 – 1988: Division Manager, Guthrie (Singapore) Pte. Ltd., Singapore

Management contracts
There are no management contracts with third parties.

58

C o m p e n s a t i o n ,C o r p o r a t e
G o v e r n a n c e
s h a r h o l d i n g sa n dl o a n s

1 0 C o m p e n s at i o n , s h a r e h o l d i n g s a n d L o a n s
Content and method of determining the compensation of the Board of Directors
The Board of Directors determines on a yearly basis the level of compensation payable to its
members in accordance with their activities and responsibilities. The membership in committees is
not remunerated separatly. Extraordinary activities exceeding the normal activities of a memberof the Board of Directors may be compensated separately. The members of the Board of Directors
receive the total remuneration in cash. No variable portion is included in the total compensation.
No member of the Board of Directors participates in the existing share option plan. Any social costs
are borne by the employer.
Content and method of determining the compensation of the Group Management
Based on the proposal of the Compensation Committee, the Board of Directors annually determines the compensation of the Group Management. The total compensation for the CEO is proposedby the Compensation Committee. The total compensation for the other members of the GroupManagement is proposed by the CEO and presented annually to the Compensation Committee forauthorisation.
The compensation is determined in accordance with the global responsibility, the individual andconcrete contribution that adds value to the long term strategic development of the Group andon the complexity of the area of responsibility. There are individual remuneration agreements witheach member of Group Management. The target remuneration of each member of the GroupManagement consists of a fixed and of a variable component.
The variable component ranges between 10 % and 60 % of total compensation, depending on thefunction and the general business performance. There are two key criteria for defining the variable
compensation component of each member of Group Management: the total Group result or the
result for which the member is responsible, and the achievement of individually defined objectives
such as the launch of new products, increase of market share, successful development of strategic projects, the development of new markets, etc. The individual objectives range from 20% to 70%of the variable remuneration component. The percentage depends on the function (operational
management or central function) and on the strategic position of the company or operational unit.
The basic key performance indicators for the Group are the revenue development, the increasein productivity and the EBIT. If a member does not achieve the agreed objectives due to external
facts beyond his influence, the Compensation Committee may, as an exception, deviate fromthe compensation agreement in favour of the member of Group Management.
Adjustments to the fixed remuneration component can only be agreed upon after a term of three tofour years and are subject to individual performance assessments and changes in the scope of
responsibility. The fixed compensation component is paid in cash. The variable component is either
fully paid in cash or partly or even fully paid in shares. The payment method is individually determined with each member of Group Management. A part of the shares assigned may be blocked
over a period of three to five years.

59

C o r p o r a t e
G o v e r n a n c e
C o m p e n s a t i o n ,s h a r h o l d i n g sa n dl o a n s

In March 2006, Group Management and forty senior employees holding a management
position at that date were offered to participate in a share option scheme. The option life ends
on September 30th, 2013. The option cannot be executed before April 1st, 2012. Each option
entitles to subscribe for one Interroll share. The strike price is CHF 323 per share. The compensation of the difference between the market value at the exercise date and the strike price is
impossible. The number of allocated shares was individually agreed with each Group Management
member, whereby the specific function within the Group Management was taken into account.
There are special pension fund regulations for some members of Group Management. A memberof Group Management pays a fourth or a third of the saving portion. The rest is paid by the employer.
In addition, each member of Group Management has a company car at his disposal or, alternatively, an equivalent monthly allowance is paid. Beyond that no other significant compensation is
made.
Compared with the previous year, the total compensation of Group Management did not change
significantly based on the new organisational structure and new composition of this body introduced on 1.1.2011. The fixed remuneration components of the existing members of Group Management remained unchanged, year on year, and adjustments within the variable components were
insignificant.
Whenever deemed appropriate, external support and/or international compensation benchmark
studies will be referred to for the definition of the pay and benefits scheme.
Loans to governing bodies
INTERROLL HOLDING LTD. and its subsidiaries have not granted any loans, advances or credits
to members of the Board of Directors or of the Group Management in both years under review.

60

C o r p o r a t e
G o v e r n a n c e
S h a r e h o l d e r s ’
p a r t ici p a t i o nr ig h t s

1 1 S h a r e h o l d e r s ’ P a r t i c i p a t i o n Rig h t s
Representation and restriction of voting rights
Rights governing shareholder participation are in accordance with the requirements specified within
the Swiss Code of Obligations. Each share issued has one vote. A shareholder’s voting rights are
restricted to a maximum of 5 % of the total number of votes. Individual nominees, however, areentitled to exercise more than 5 % of the total votes if they disclose the identity of the beneficiaries
they represent and if the respective beneficiaries as a whole do not exercise more than 5 % of
the voting rights. This restriction of voting rights does not apply to the founding families, insofar as
the individual families hold at least 10 % of the share capital.
Registered shares of nominees that exceed 2 % of the shares outstanding are only listed in theRegister as shares furnished with voting rights if the nominee has provided written consent to thepossible disclosure of names, addresses and shareholdings of those persons for whom the said
nominee holds 0.5 % or more of the shares outstanding.
There is a statutory group clause.
Statutory quorum
Subject to contrary statutory or legal provisions, the General Meeting of shareholders is quorate
irrespective of the number of shareholders present and the shares represented by proxy.
Convocation of General Meeting of Shareholders
The invitation to the General Meeting of Shareholders is issued at least twenty days prior to the
Meeting and is legally effective upon inclusion in the Company’s chosen vehicle of communication(“Schweizerisches Handelsamtsblatt”). In addition, the Board of Directors sends a written invitation
to those registered shareholders listed in the share register.
Agenda and inscriptions in to the share register
The invitation to the General Meeting of Shareholders shall include all items on the agenda aswell as all motions put forward by the Board of Directors and, if applicable, by the shareholders
who have called for a General Meeting or the inclusion of an item on the agenda. No resolutions
shall be passed on motions relating to items which have not been announced in the requisitemanner, with the exception of those motions relating to the convocation of an Extraordinary Meeting of Shareholders or the execution of a special audit. No entries are made into the shareregister less than ten days prior to a General Meeting of Shareholders up to the day subsequent
to the General Meeting of Shareholders.

61

C o r p o r a t e
G o v e r n a n c e
C h a n g e so f
c o n t r o l ,d e f e n c e

m e a s u r e s/

A u d i t o r

12 Changes of control, defence measures
There are no statutory rules in relation to “opting up” and “opting out”. Furthermore, there are noseverance compensations agreed or any other agreements and plans in place that would apply inthe case of a change in control.

13 Auditor
Duration of the mandate and term of office of the lead auditor
With decision of the general assembly of May13th, 2011, INTERROLL HOLDING LTD. has appointed PricewaterhouseCoopers (PwC) to be its new auditing company. PwC was elected to a termof one year. Also a new auditor in charge assumed the responsibility for the Group audit in 2011.
Audit fees
The audit fees paid by the Interroll Group to PwC for the business year 2011 amounted to CHF
0.35 million in 2011 (audit fees paid to KPMG in 2010: CHF 0.47 million).
Additional fees
In 2011, PwC branch offices received a total of CHF 0.06 million for tax and other consulting services (fees for such services paid to KPMG in 2010: CHF 0.2 million).
Supervisory and control instruments pertaining to the audit
The Audit Committee is responsible for evaluating the external audit. The external auditors prepare
an audit report to be submitted to the Board of Directors. At least two consultations are heldeach year between the external auditors and the Audit Committee. Material findings for each entity(Management Letters) as well as for the consolidated accounts are presented in the “Comprehensive Auditor’s Report to the Board of Directors” which is discussed in detail.

62

C o r p o r a t e
G o v e r n a n c e
I n f o r m a t i o n
P o l ic y

1 4 I n f o r m at i o n P o l i c yInterroll is committed to providing swift, transparent and simultaneous information for all stakeholders. To ensure that, the CEO is available as a direct contact person.
The Interroll Group publishes comprehensive financial results twice a year: for the first half and forthe financial year as a whole. In addition to the financial results that are carried out in accordancewith IAS/IFRS, shareholders and financial markets are regularly kept informed of significant changes and developments.
Further relevant information and financial reports are available from www.interroll.com/ir.
Financial reports can be downloaded as PDF documents from www.interroll.com/en/investor_relations/
The half-yearly and annual reports are also sent in print to all shareholders on the publication date.

63

F i n a n c i a l
R e p o r t
I n t e rr o l l
G r o u p

Financial Reportof Interroll GroupTo the shareholders’ meetingo f IN T ERROLL HOLDING L T D .

Business year 2011
M a r c h 5 th, 2 0 1 2Contents
Financial statements of Interroll Group

66

Notes to the financial statement of Interroll Group72

Financial report of INTERROLL HOLDING LTD.

130
65

F i n a n c i a l

R e p o r t :C o n t e n t s
I n t e rr o l l
G r o u p

Financial Report
Contents
1

Consolidated financial statements of Interroll Group

68

1.1

Consolidated statement of financial position

68

1.2

Consolidated income statement

69

1.3

Consolidated statement of comprehensive income

69

1.4

Consolidated statement of cash flows

70

1.5

Consolidated statement of changes in equity

71

2

General information to the financial statements

72

2.1

Convention of preparation

72

2.2

Critical accounting estimates and judgments

74

2.3

Principles of consolidation and valuation

75

3

Risk management87

3.1	Operational and strategic risk management

87

3.2

Financial risk management

87

3.3

Capital risk management

90

4Changes to the scope of consolidation

91

5	Segment information

92

6

Notes to the consolidated statement of financial position

93

6.1

Movements of property, plant and euipment

93

6.2

Movements of goodwill and intangible assets

94

6.3

Assets pledged or assigned

95

6.4

Inventories

96

6.5

Trade and other accounts receivable

96

6.6

Cash and cash equivalents

98

6.7

Financial instruments

99

6.8

Financial risks

100

6.9

Information on shareholder's equity

105

6.10	Earnings per share

105

6.11 Financial liabilities

106

6.12 Leasing liabilities109

6.13 Provisions

109

6.14 Pension obligations and pension costs

110

6.15 Trade and other accounts payable1137

Notes to the consolidated income statement

114

7.1

Personnel expenses

114

7.2

Research and development expenditures

115

7.3

Other operating expenses

116

7.4

Other operating income

116

7.5

Financial result

117

7.6

Income tax expense

118

8

Other disclosures to the financial statements

122

8.1

Contingent liabilities and other commitments

122

8.2

Related party transactions

122

8.3

Subsequent events

124

8.4

Scope of consolidation

124

9Report of the Group auditor

126

67

F i n a n c i a l
I n t e rr o l l

1
1.1

R e p o r t :G r o u p

S t a t e m e n t

o f

f i n a n c i a l

p o s i t i o n

C ONSOLIDA T ED FINAN C IAL S T A T EMEN T S OF IN T ERROLL
Consolidated statement of financial positionseenotes*

31.12.2011

Property, plant and equipment

6.1

82 10782 945Intangible assets

6.2

40 68737 988932

912

in thousands CHF

in %31.12.2010

in %ASSE T S

Financial assets
Deferred tax assets

7.6

Total non-current assets

715
124 441821
52.0

122 666

Non-current assets held for sale

6.1

950

1 088

Inventories

6.4

45 10031 510528

650
45 239Current tax assets
Trade and other accounts receivable

6.5

57 654

Cash and cash equivalents

6.6

10 522

58.1

10 110Total current assets

114 754

48.0

88 597

41.9

Total assets

239 195

100.0

211 263

100.0

E Q UI T Y AND LIA B ILI T IES
Share capital

8 540

Group reserves

178 601

158 918

Translation reserve– 43 856– 40 001

Total equity

6.9 – 6.10

143 285

6.11

5 271

5 600

Deferred tax liabilities

7.6

2 441

3 130

Provisions

6.13

6 211

Non-current financial liabilities

Total non-current liabilities

13 923

59.9

127 457

60.3

7 298
5.8

16 028Current financial liabilities

6.11

22 85017 388Current tax liabilities

7.6

9 264

13 255Trade and other accounts payable

6.15

49 873

7.6

37 135

Total current liabilities

81 98734.3

67 77832.1

Total liabilities

95 91040.1

83 806

39.7

Total liability and shareholder’s equity

239 195

100.0

211 263

100.0* See notes to the consolidated financial statements.

68

8 540

F i n a n c i a l

1.2

R e p o r t :( C o m p r e h e n s i v e )I n c o m e
S t a t e m e n t
I n t e rr o l l
G r o u p

Consolidated income statementin thousands CHF

see notes*

Sales
Material expenses

2011

in %

2010

in %

271 932100.0

283 069

100.0– 123 657

– 45.5– 115 808

– 40.97.1 & 6.14

– 83 908– 30.9– 84 281– 29.810 566

3.9– 3 400– 1.2

Other operating expenses

7.3– 48 908– 18.0– 53 509– 18.9Other operating income

7.4

10 193

3.7

9 692

3.4

36 218

13.3

35 763

12.6– 10 497– 3.9– 10 912– 3.9

25 721

9.5

24 851

8.8– 5 320– 2.0– 4 464– 1.6

Operating result (EBIT)

20 401

7.5

20 387

7.2

Finance expenses– 1 234– 0.5– 1 550– 0.5

Finance income

1 316

0.5

1 589

0.6

82

0.0

39

0.0

20 483

7.5

20 426

7.2

Personnel expenses
Increase/(Decrease) in work in progress,
finished products and own goods capitalized

Operating result before depreciation
and amortisation (EBITDA)
Depreciation

6.1

Operating result before amortisation (EBITA)
Amortisation

Finance result, net

6.2

7.5

Result before income taxes
Income tax expense

7.6– 2 290– 0.8– 6 003

– 2.1

6.10

18 193

6.7

14 423

5.1

Non-diluted earnings (result) per share

6.10

22.99

18.59

Diluted earnings (result) per share

6.10

22.86

18.59

–

5.00

5.00

–

ResultValues per share (in CHF)

Paid out reduction of par value in the previous year
Distribution out of reserves from capital contributions in 2011

1.3

Consolidated statement of comprehensive income

Result18 19314 423Currency translation differences– 3 855– 19 579

Other comprehensive income, net of taxes– 3 855– 19 579

Total comprehensive income for the period

14 338– 5 156* See notes to the consolidated financial statements.

69

F i n a n c i a l
I n t e rr o l l

1.4

R e p o r t :G r o u p

S t a t e m e n to f

c a s hf l o w s

Consolidated statement of cash flows

in thousands CHF

see notes*

Result2010

18 19314 42315 376

Depreciation, amortisation and impairment

6.1 & 6.2

15 817

Loss/(gain) on disposal of tangible and intangible assets

7.3 & 7.4

11488

Financing result, net

7.5

– 82

– 39

Income tax expense

7.6

2 290

6 003

Changes in inventories– 14 544

2 530

Changes in trade and other accounts receivable– 13 153– 10 583

13 730– 5 307

Changes in trade and other accounts payable
Changes in provisions, net

6.13

Income tax paid
Personnel expenses on share based payments

– 828

1 807

– 6 867– 4 858

774

1 234

Other non-cash income– 828– 2 385

Cash flow from operating activities

14 51318 6897.1

Acquisition of property, plant and equipment

6.1– 11 885– 19 823

Acquisition of intangible assets

6.2– 7 734– 7 591

Acquisition of financial assets

– 66

– 171

Proceeds from disposal of property, plant and equipment

317

189

44

107

Settlement of loans receivable
Acquisition of subsidiaries, net of cash acquired

– 931

–

111

105

Cash flow from investing activities– 20 144– 27 184

Free cash flow

– 5 631– 8 495

4Interests received

Reduction of par value–– 3 884

Distribution out of reserves from capital contributions, net– 3 966–

Purchase of own shares– 1 294–

Sale of own shares

5 873

2 163

Proceeds from financial liabilities

7 052

13 453

Repayment of financial liabilities

– 784

– 315

Interests paid

– 570

– 474

Cash flow from financing activities

6 311

10 943

Translation adjustments on cash and cash equivalents

– 268

– 725

Change in cash and cash equivalent

412

1 723

Cash and cash equivalent at January 1
Cash and cash equivalent at December 31* See notes to the consolidated financial statements.

70

2011

6.6

10 1108 387

10 52210 110F i n a n c i a l

1.5

R e p o r t :S t a t e m e n t

o f

c h a n g e si n
e q u i t y
I n t e rr o l l
G r o u p

Consolidated statement of changes in equity

in thousands CHF

see notes*

Balance at January 1, 2010

Share
CapitalReserve
Share for own
Premium shares

Translation
Reserve

Retained
Earnings

Total equity

12 81028 145 – 32 386– 20 422

144 877

133 024

Result14 423

Translation adjustments– 19 579

14 423– 19 579

Other comprehensive income,net of taxes

–

–

–

– 19 579–– 19 579

Total comprehensive income

–

–

–

– 19 579

14 423– 5 156

Reduction of par value
Share based payments
Sale of own sharesincl. tax effects386– 3 884

7.1 & 7.6

– 4 270
325

909

1 234

6.9

– 893

3 132

2 239

Balance at December 31, 2010

8 540

27 577 – 27 959– 40 001

Result159 300
18 193

Translation adjustments– 3 855

127 457
18 193– 3 855

Other comprehensive income,net of taxes

–

–

–

– 3 855–– 3 855

Total comprehensive income

–

–

–

– 3 855

18 19314 338– 4 504–

Appropriation to reserves from capital
contributions

4 504

Distribution from reserves from capital
contributions, net
Share based payments– 3 966– 3 966

7.1 & 7.6

– 276

1 050

774

Sale of own sharesincl. tax effects

6.9– 1 209

7 185

5 976

Purchase of own sharesincl. tax effects

6.9– 1 294– 1 294

Balance at December 31, 2011

8 540

26 630 – 21 018– 43 856

172 989

143 285* See notes to the consolidated financial statements.

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2

2.1

t o

t h e

f i n a n c i a ls t a t e m e n t s

G e n e r a l I n f o r m a t i o n t o t h e f i n a n c i a ls tat e m e n t s
Convention of preparation

General notes to the convention of preparation
The 2011 consolidated financial statements of Interroll Group are based on the annual financial
statements of INTERROLL HOLDING LTD., Sant’Antonino and its subsidiaries as of December 31,
2011, drawn up according to uniform Group accounting principles. The consolidated financial
statements present a true and fair view of the financial position, results of operations and cash
flows in accordance with the International Financial Reporting Standards (IFRS) and comply
with Swiss law.
The consolidated financial statements are based on historical cost except for marketablesecurities, investments not involving significant influence and derivative financial instruments,
which are stated at fair value.
The preparation of financial statements in conformity with IFRS requires management to makejudgments, estimates and assumptions that affect the application of policies and reported
amounts of assets and liabilities, income and expenses. These judgments, estimates and assumptions are based on historical experience and other factors that are believed to be reasonable
under the given circumstances. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions toaccounting estimates are recognized in the period in which the estimate is revised if the revisionaffects only that period or in the period of the revision and future periods if the revision affects
both current and future periods.
Judgments made by management in the application of IFRS that have a significant effect on
the consolidated financial statements and estimates with a significant risk of material adjustment in
the next years are disclosed under “2.2 – Critical accounting estimates and judgments”.

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Revised IAS/IFRS standards and interpretations
The Group’s results are in line with IAS/IFRS standards and interpretations. Thus, the Groupregularly monitors the amendments and new standards published by the International AccountingStandards Boards (IASB). In the course of the business year 2011, the following amendments
resp. new standards and interpretations were enacted. None of them and neither the improvement
project 2010 had a major impact on the financial statements of the Interroll Group:• Amendment of IAS 24 (effectove as per 1.1.2011, disclosures on related party transactions)• Amendment of IAS 32 (effective as per 1.2.2010, presentation of financial instruments)• Amendment of IFRS 1 (effective as per 1.7.2010, first time adoption of IAS/IFRS)• Amendment of IFRIC 14 (effective as per 1.1.2011, interpretation to IAS 19)• New: IFRIC 19 (effective as per 1.7.2010, extinguishing financial liabilities with equity
instruments)
Future new or revised IAS/IFRS standards and interpretations
The following new or revised standards and interpretations were enacted before the balance sheet
date but will come into force later. Interroll does not early adopt these standards and interpretations in its consolidated financial statements:• New: IFRS 9 (effective as per 1.1.2015, financial instruments)• New: IFRS 10 (effective as per 1.1.2013, consolidated financial statements)• New: IFRS 11 (effective as per 1.1.2013, joint arrangements)• New: IFRS 12 (effective as per 1.1.2013, disclosure of interests in other entitites)• New: IFRS 13 (effective as per 1.1.2013, fair value measurement)• Amdendment of IAS 1 (effective as per 1.7.2012, presentation of other comprehensive result)• Amdendment of IAS 12 (effective as per 1.1.2012, deferred income tax)
• Amdendment of IAS 19 (effective as per 1.1.2013, pension costs)• Amdendment of IAS 27 (effective as per 1.1.2013, separate financial statements)• Amdendment of IAS 28 (effective as per 1.1.2013, investments in associates and joint ventures)• Amdendment of IFRS 7 (effective as per 1.7.2011, financial instruments)
As per amendment of IAS19, actuarial gains or lossses from pension liabilities/assets must be
debited or credited to the other comprehensive income at the date of their origine. This will havean impact on the Group’s equity in the same dimension as actuarial gains or losses from pension
liabilities/assets incurred over the past years. It will not change the value of the equity at a material
amount.
The Group Management currently analysis potential impacts on the other new or amended
standards and interpretations. The amendments may result in additional disclosures. 			

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Critical accounting estimates and judgments

The Group makes estimates and assumptions concerning the future. The resulting accounting
estimates can, by definition, deviate from the actual outcome. The estimates and assumptions thathave a significant risk of causing a material adjustment to the carrying amount of assets andliabilities within the next financial years are discussed below.
a) Income tax expense	The Holding company and its subsidiaries are subject to income taxes. Significant judgment isrequired in determining the required worldwide provision for current and deferred income taxes
and the realization of tax losses carried forward. There are many transactions and calculations
made for which the final tax determination is uncertain in the year under review. Where final tax
assessments or tax audits of such matters are different from the amounts that were initially
recorded, such differences may materially impact assets, liabilities, income tax and deferred tax
provisions in the period in which such determination is made. The relevant figures are outlined
in note 7.6.
b) Recoverable amount of goodwill, patents and licenses
	The assessment of the recoverable amount of goodwill and other intangible assets is, bydefinition, subject to uncertainties regarding expected future cash flows. It requires making
assumptions and calculating parameters, whose adequacy will only turn out in the future.
We refer to comments made under note 6.2 that also include the relevant carrying amounts.
c) Personnel related provisions
	The assessment of provisions and pension liabilities is, by definition, subject to uncertainties
regarding future cash flows. It requires making assumptions and determining parameters, whose
adequacy will only become clear in the future. We refer to comments made under notes 6.14
and 6.15, which also include the relevant carrying amounts.

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I n f o r m a t i o n

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I n t e rr o l l
G r o u p

Principles of consolidation and valuation

General notes to the principles of consolidation
The consolidated financial statements of INTERROLL HOLDING LTD. include the parent company’s
financial statements and the financial statements of all directly or indirectly held Swiss and foreignsubsidiaries where the parent company holds more than 50 % of the voting rights or effectively
exercises control through other means.
The full consolidation method is applied, whereby the assets, liabilities, income and expenses
are fully incorporated. The proportion of the net assets and net income attributable to minority
shareholders is presented separately as minority interest in the consolidated statement of financial
position, the consolidated income statement and the consolidated statement of comprehensive
income.
Accounts payable to, accounts receivable from, income and expenses between the companies
included in the scope of consolidation are eliminated. Intercompany profits included in inventories
of goods produced are also eliminated.
Subsidiaries acquired during the year are included in the consolidated financial statements fromthe date on which control is obtained, while subsidiaries sold are excluded from the consolidated financial statements from the date on which control is given up. The capital consolidation
at acquisition date is effected on the purchase method. The acquisition price for a businesscombination is defined by the sum of assets and liabilities acquired or incurred, measured at fairvalue, and of the sum of equity instruments issued. Transactions costs related to a business combination are expensed. The goodwill resulting from such business combination is to be recognized
as an intangible asset. It corresponds to the excess of the sum of the acquisition price, theamount of non-controlled interests of the entity acquired, the fair value of equity instruments held
already held before over the balance of assets, liabilities and contingent liabilities at fair value.
For the valuation of non-controlled interests there are options per transaction. Either the non-controlled interests is valued at fair value or based on the proportion of the net assets acquired
at fair value related to the non-controlled interests. An eventual negative goodwill is immediately
recognized in the income statement after review of the fair value of the net assets acquiredand eliminated against the purchase price. The goodwill is subject to a yearly impairment test or
even before if indications for an early impairment test exist.
Changes in the amount of holding which do not result in a loss of control are considered to betransactions with equity holders. Any difference between the acquisition price paid resp. theconsideration received and the amount, by which the non-controlled interests value is adjusted, isrecognized in the equity.

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Investments in associates are investments where the parent company is either (directly or indirectly) entitled to 20 % to 50 % of the voting rights or has considerable influence through other means.
Investments in associates are accounted for by applying the Equity Method. Under this method, theinvestment is initially recorded at the purchase price and subsequently increased or decreasedby the share of the associate’s profits or losses incurred after the acquisition, adjusted for any impairment losses. The Group’s share of results of associates is recognised in the income statement
and in the statement of comprehensive income under share of profit and loss of associates. Goodwill
included in the purchase price, representing any excess of consideration over the Group’s sharein net assets of the associate, is recognised as part of the investment’s carrying amount. Dividends
received during the year reduce the carrying amount of such investments.
Investments of which the Group does not hold a significant position of voting rights or of which
the Group holds less than 20 %, are not consolidated but stated at their estimated fair value. Suchinvestments are presented under financial assets at their estimated fair value. Any fair value
adjustments are recognized in retained earnings. Fair value adjustments are recycled through theincome statement at the date of disposal.
Foreign currency translation
The consolidated financial statements are presented in Swiss Francs (CHF). All assets and liabilitiesof the consolidated foreign subsidiaries are translated using the exchange rates prevailing at
the closing date. Income, expenses and cash flows are translated at the average exchange rates
for the year under review. The foreign currency translation differences resulting from applying
different translation rates to the statement of financial position, the income statement and the statement of comprehensive income are added to or deducted from the line translation reserve of
the equity. The same principle is applied for those resulting from the translation of the subsidiaries’
opening net asset values at year end rates and those arising from long term intercompany loans(net investment approach).
Transactions in consolidated entities where the transaction currency is different from the functional
currency of the entity are recorded using exchange rates prevailing at the time of the transaction.
Gains or losses arising on settlement of these transactions are included in the income statement.
Monetary assets and liabilities denominated in foreign currencies are translated using the exchange
rates prevailing at year end (closing date). Any gains or losses resulting from this translation are
also recognized in the income statement.

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The following most important exchange rates were used for the translation of financial statements
denominated in foreign currencies:

2011

Income Statement

Balance sheet(average rates)(Year end rates)

2010

Changein %31.12.2011

31.12.2010

Change
in %
– 2.9

1 EUR

1.233

1.373

– 10.2

1.216

1.252

1 USD

0.882

1.040

– 15.2

0.940

0.934

0.6

1 CAD

0.893

1.007

– 11.3

0.920

0.939

– 2.0

1 GBP

1.418

1.602

– 11.5

1.455

1.458

– 0.2

1 SGD

0.703

0.765

– 8.1

0.723

0.728

– 0.7

1 CNY

0.136

0.154

– 11.3

0.149

0.142

5.2

1 JPY

0.011

0.012

– 6.7

0.012

0.012

5.2

1 PLZ

0.299

0.343

– 12.9

0.273

0.316

– 13.8100 KRW

0.080

0.090

– 11.0

0.081

0.083

– 2.8

1 THB

0.029

0.033

– 12.2

0.030

0.031

– 4.5

1 ZAR

0.122

0.142

– 14.2

0.116

0.142

– 18.2Current/Non-current distinction
Current assets are assets expected to be realised within one year or consumed in the normal
course of the Group’s operating cycle or assets held for trading purposes. All other assets areclassified as non-current assets.
Current liabilities are liabilities expected to be settled by use of cash generated in the normal
course of the Group’s operating cycle or liabilities due within one year from the reporting
date. These also include short term borrowings made as part of credit limits granted for anindefinite period, but subject to a termination period of less than one year from reporting
date. All other liabilities are classified as non-current liabilities.

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Cash and cash equivalents
Cash and cash equivalents include cash on hand, postal and bank accounts, as well as credit
balances payable on demand and deposits with a residual maturity of not more than 90 days at
acquisition date. These balances are stated at nominal value.
Statement of cash flows
The statement of cash flows presents, net of any foreign exchange rate effects, cash flows
during the year classified by operating, investing and financing activities, thereby providing information about the changes of cash and cash equivalents during the reporting period. Cashequivalents are held for the purpose of meeting the Group’s short term cash commitments rather
than for investment or any other purposes.
Net cash from operating activities is determined using the indirect method, whereby the net result
for the year is adjusted for:a) effects of transactions of non-cash nature;b) deferrals or accruals of past or future operating cash receipts or payments;c) items of income or expense associated with investing or financing cash flows.
The effect of foreign exchange rate changes on cash and cash equivalents in foreign currencies isdisclosed separately.
Trade and other accounts receivable
Trade and other accounts receivable are stated at amortised cost, generally equalling nominal
value. The amount of valuation adjustments corresponds to the difference between the carrying
amount and the net present value of the future estimated cash flow. The valuation adjustments
include individual impairment for specifically identified positions, where indication exists that theoutstanding amount might not be fully recovered.
Lump sum impairment covers expected losses that cannot be excluded based on historical dataand payment statistics. As soon as sufficient evidence is available that the receivable willdefinitively not be recovered, the related amount is directly written off and offset with the specificindividual impairment respectively.
Marketable securities
Marketable securities are stated at their fair value through the income statement as of balance
sheet date. Unrealised gains and losses are included in the financial result.

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Inventories
Inventories are stated at the lower of cost (purchase price or Group production cost) and net
realisable value. The cost of inventories is calculated using the weighted average method.
Production overheads are allocated to inventories on a proportional basis. Slow moving goods
and obsolete stocks are impaired. Intercompany profits included in inventories are eliminatedby affecting net result.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment
losses. Non-current assets acquired by way of finance leases are recognised at the lower of thepresent value of future minimum lease payments and fair value, and depreciated accordingly. The
related leasing liabilities are presented at their present value.
Depreciation is recognised on a straight-line basis over the estimated useful life and considering
a potential residual value. The following useful economic life terms apply to the Group's main asset
categories:
Buildings 					25 years

Machinery 					10 years

Vehicles 						5 years

Office machines and furniture

5 years

Tools and moulds			

5 years

IT infrastructure				3 years

Components of major investments in fixed assets with different estimated useful lives are recognised separately and depreciated accordingly. Estimated useful lives and estimated residual
values are revised on a yearly basis as per reporting date and resulting adjustments are recordedin the income statement.
Assets under construction which completion has not yet been concluded or which cannot be
used yet are capitalised based on incurred costs as per closing date. Respective depreciation isrecognised when the construction can be used.
Interests directly related to the acquisition or construction of property, plant and equipment is
capitalised and allocated to the related asset.

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f i n a n c i a ls t a t e m e n t sIntangible assets
Intangible assets include goodwill, intangible assets purchased in the course of businesscombinations (patented and unpatented technology, customer relationship), licenses and patents
and similar rights acquired from third parties as well as software acquired from third parties.
These assets are stated at cost value and are are amortised on a straight-line basis over thefollowing, expected useful life time:Standard software 			

3

years

ERP – Software 				

8

years

Customer relationship 			

5 – 10 years

Patents, technology and licenses 6

years

Acquired customer relationship are customer values identified within the scope of IFRS 3. They
are amortised based on their estimated melt off being a period of 5 – 10 years. In markets inwhich Interroll holds a solid market position, customer value is amortised over 10 years. A shorter
amortization period is defined in markets with stiff competition.
Patents and technical know-how are amortised over their expected useful life. In view of theinnovative market- and competition environment the amortization period has been determined tobe 6 years.
Furthermore intangible values acquired within business combination may be identified. Such result
from individual contractual agreements. These values are amortized over the period deviated fromthe contractual agreement.
Goodwill and intangible assets with an indefinite useful life are allocated to specific cash generating
units in order to allow the identification of possible impairment. Such impairment tests are carriedout on a yearly basis and any impairment is recognised in the income statement. Goodwill arisingfrom the acquisition of a foreign entity is attributed to that entity’s net assets and reported in thefunctional currency of that entity being translated to the Group’s reporting currency at the year end
rate.
Financial assets
Financial assets mainly comprise loans receivable that are stated at amortised cost less any valuation allowance. The recognition of interest income is based on the effective interest rate method.
Moreover this item includes investments of less than 20 %. They are stated at their estimated fairvalue. Any fair value adjustments are recognised in the equity and are recycled in the income
statement only at the date of disposal or when impairment arises.

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Impairments
The carrying value of long term non-financial assets except assets from retirement benefits
and assets from deferred taxes are assessed at least once a year. If indications for an impairment
exist, a calculation of the recoverable amount is performed (impairment test). Goodwill, otherintangible assets with an indefinite useful lifetime and intangible assets which are not yet available
for use, the recoverable amount is calculated regardless of the existence of indications. If thecarrying value of such an asset or the cash generating unit to which such an asset belongs toexceeds the recoverable amount an adjustment is recognized through the income statement.
Impairments on a cash generating unit or a group of cash generating units are first adopted on the
goodwill and are thereafter proportionally split onto the other assets of the unit (or the Group).
The recoverable amount is the higher value of fair value less selling costs and value in use.
The estimated future discounted cash flows are evaluated to determine the value in use.
The discounting rate applied corresponds to a pre-tax rate which reflects the risk related theassets. If an asset does not largely generate independent cash flows the recoverable amountof the cash generating unit is calculated to which the asset concerned belongs to.
Impairments on the remaining assets are reversed if the estimations made in the calculation of therecoverable amount have changed and either has resulted in a reduction of the impairment
amount or no impairment is required anymore. An appreciation in value of the goodwill may not
be performed.
Non-current assets held for saleTangible assets or a group of assets are classified as “non-current assets held for sale” if theircarrying value will most probably be realised in a divestment transaction rather than by being usedin the normal course of business. Such assets are brought actively onto market and should besold within one year. Non-current assets held for sale are presented at the recoverable amount,which is the lower of book value or fair value less costs to sell.
Trade accounts payable
Trade accounts payable are stated at amortised cost, generally equalling nominal value.

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Financial liabilities
Loans payable and overdrafts are stated at amortised cost. The recognition of interest expenses isbased on the effective interest rate method.
Provisions
Provisions relate to product warranties and impending losses whose amount and timing is uncertain. They are recognised if the Group has an obligation based on past occurrences at balance
sheet date or a cash drain is probable and can be reliably determined. The amounts recognised
represent management’s best estimate of the expenditure that will be required to settle theobligation. Providing the effect is material, long term provisions are discounted.
Shareholders’ equity
Shareholders’ equity is categorised as following:a) Share capital
	The share capital contains the fully paid in registered shares.
b) Share premium	Share premium comprises payments from shareholders that exceed the par value as well as
realised gains/losses including tax on transactions with own shares.
c) Reserve for own shares	The acquisition price of own shares is disclosed as a reduction of shareholders’ equity. Realised
gains and losses on transactions with own shares are recognised in share premium. Compensation and cash inflows resulting from the issue and subsequent possible exercise of shareoptions are credited to share premium.
d)	Translation reserve	Translation reserve consists of accumulated translation differences resulting from translation ofgroup subsidiaries’ financial statements with a functional currency other than Swiss Francand of equity-alike intercompany loans. The changes in currency differences is presented in the
consolidated statement of comprehensive income.
e)	Retained earnings	Retained earnings contains not distributed profits.

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Revenue recognition, income from services
Revenue is generally recognised upon delivery (transfer of risk and use), depending on the size
and the complexity of the order, when technically approved by the customer. The Group establishes appropriate warranty provisions relating to rendered services in order to cover expectedclaims. Services which the Interroll Group performs in direct relation to its core products sold
are recognised upon delivery in net sales. The Group performs services to third parties in connection with administrative tasks and freight. Furthermore, the Group grants distribution licenses
to selected franchisees. Revenue resulting from these services are disclosed as other operating
income in the income statement.
Material expenses
Material expenses include all costs of raw materials and consumables used, goods purchased
and third-party manufacturing, processing or conversion of the Group’s products (services purchased).
Product development
Expenditure on research and development is only capitalised when the cumulative recognition
criteria of IAS 38 are met. Expenses for product development include wages and salaries, material
costs, depreciation of technical equipment and machinery dedicated to research and development, as well as proportional overhead costs. Such expenses are included in the respective line
item of the income statement.
Retirement benefits
The Group sponsors pension plans according to the national regulations of the countries in which
it operates. All significant pension plans are operated through pension funds that are legallyindependent from the Group. Generally, they are funded by employees’ and employers’ contributions. The foreign pension schemes are normally defined contribution plans whereby thepension expense for a period equals the companies’ contributions during that period. The Swissand French pension schemes have certain characteristics of a defined benefit plan; the financial
impact of this plan on the consolidated financial statements is determined based on the Projected
Unit Credit Method.
Actuarial gains and losses arising from the periodical reassessments of defined benefit plans arerecognised to the extent that they exceed 10 % of the higher of the present value of the defined
benefit obligation and the fair value of plan assets. The amount exceeding this “corridor” is amortised over the expected average remaining duration of employment of the employees participatingin the plan.

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Employee participation plans
Certain employees participate in equity based compensation plans of INTERROLL HOLDING LTD.
All equity based compensation granted to these employees is valued at fair value at grant dateand recognised as personnel expense over the period until vesting date. The fair value is calculatedon the basis of the Binomial method. Discounts granted to beneficiaries on the unconditionalpurchase of Interroll shares are recognised in the income statement at grant date. Cash inflows
resulting from equity based participation plans are recognised as an increase of equity. Cashcompensated participation plans are recognised as other liabilities and are valued at fair value atbalance sheet date.
Operating lease expenses
Property, plant and equipment that are held under operating leases are not recognised on thestatement of financial position. The operating lease expense is recognised in the income statement
on a straight-line basis over the lease contract period. Operating lease obligations depending onrevenues are estimated and accrued as they become due.
Financial result
Interest expenses on loans and finance lease liabilities are recognised as financial expenses,
whereas interest income on financial assets is recognised in financial income, both on an accrualbasis. Moreover the financial result includes foreign exchange gains and losses arising from thetranslation of items of the statement of financial position and transactions in foreign currencies aswell as changes in fair value of financial instruments.
Income tax expense
Current income taxes are calculated on the statutory results of the Group companies at theenacted or substantively enacted tax rate. They also include adjustment charges and credit notes
issued on previous years’ results.
Changes in deferred taxes are generally recognized in the income tax position, unless the underlying transaction has been directly recognised in the other comprehensive income. In such casethe related income tax is also directly recognized in the statement of comprehensive income or inequity. Temporary differences resulting from initial recognition of assets and liabilities are notrecognised in the income statement. Temporary differences on the participation value of subsidiaries are not recognised if it is probable that the temporary differences will not go into reverse in
the foreseeable future.
Deferred taxes are calculated using local enacted or substantively enacted tax rates. The future
benefits of tax loss carry-forwards are recognised as an asset if it is probable that future taxable
profits will be available to realise such benefits.

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I n f o r m a t i o n

t o

t h e

f i n a n c i a ls t a t e m e n t s
I n t e rr o l l
G r o u p

Derivative financial instruments
Derivatives financial instruments are stated at fair value. The method of recognizing gains orlosses depends on the type of the underlying transaction. The Group designates certain transactions with derivatives as either hedges of the fair value of recognised assets or liabilities (fairvalue hedges); or hedges of highly probable forecasted financial transactions (cash flow hedges).
The Group documents at the inception of the transaction the relationship between hedging
instruments and hedged items within the context of its risk management objective and strategy.
The Group also documents its assessment of the effectiveness of the derivatives at acquisitionand during its term in relation to both, the values hedged or also in view of future cash flows.
Changes in fair value are recognised as follows:a) Fair value hedges
	Changes in the fair value of derivatives designated and qualified as fair value hedges arerecorded in the income statement, together with any changes in the fair value of the hedged
assets or liabilities.
b) Cash flow hedges
	Changes in fair value of derivatives designated and qualified as cash flow hedges are recognised in equity. Amounts accumulated in equity are recycled to the statement of comprehensive
income in the periods when the hedged item will affect profit or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any
cumulative gain or loss existing in equity at that time remains in equity and is recognised
when the initial transaction is ultimately recognized in the income statement. When a forecast
transaction is no longer expected to occur, the cumulative gain or loss that was reported inequity is immediately transferred to the income statement.
c) Other securities or financial instruments
	Certain derivatives do not qualify for hedge accounting. Changes in the fair value of suchhedging instruments are recognised immediately in the income statement. The fair value ofderivatives traded in public markets is based on quoted market prices at the balance sheet
date. The quoted market price used for financial assets is the current bid price; the appropriate
quoted market price for financial liabilities is the current ask price. The fair value of derivatives
which are not traded publicly (for example, “over-the-counter” derivatives) is determined bya valuation provided by the financial institution from whom the derivative has been acquired.

85

G e n e r a l
I n f o r m a t i o n
I n t e rr o l l
G r o u p

t o

t h e

f i n a n c i a ls t a t e m e n t s

Segment reporting
As per 1st January 2011 the Interroll Group has simplified its operational management structureand has given up its former divisional structure. With the new operational structure, previous
segments were suspended and the Group Management was realigned.
The Interroll Group consists now of one single business unit. The complete product range is soldin all markets through the respective local sales organisation. The customer groups being OEM’s(original equipment manufacturers), system integrators and endusers are taken care by tailor-madeproduct offerings and differentiated consulting levels. The Interroll manufacturing units focus on
the production of specific product ranges. Assembly units receive semi-finished products from the
manufacturing units and assemble a wide product range for their local markets. The Interroll
Research Center, which is centrally located, develops new application technologies and new
products for all product groups. The manufacturing units continuously develop further thecurrent product ranges they are focused on.
The Group Management and the Interroll management structure are organized by functions (overall management, Products & Technology, Global Sales & Services, marketing, finance and IT). The
financial management of the Group by the Board of Directors is effected on one hand by turnoverof the product groups and geographical markets and on the other hand by the reporting of theconsolidated financial statements. The Group Management additionally assesses the achievementof financial and qualitative targets of all legal entities.
Based on the new management structure, financial reporting to the chief operating decision
makers is carried out in one reportable segment since January 1st, 2011. The previous period was
adjusted accordingly.

86

r i s k
m a n a g e m e n t
I n t e rr o l l
G r o u p3
3.1

r i s k m a n a g e m e n t
Operational and strategic risk management

Risk management on group level supports strategic decision making. Operational and strategicrisk management coordinates and monitors risks arising from the economic activities of the Group.
A systematic operational and strategic risk analysis is performed annually by the group management. In an annual strategy meeting, Group Management discusses and analysis such risks.
The board of directors is regularly informed in a uniform manner with the nature, scope, assessment
and counteractive measures of the risks.

3.2

Financial risk management

General information to the financial risk management of the Interroll GroupThe Group’s activities expose it to a variety of financial risks: market risk (currency risk, interest
rate risk and price risk), credit risk, liquidity risk and cash flow risk. The Group’s risk management
program focuses on the unpredictability of financial markets and seeks to minimize potential
adverse effects on Group’s financial performance.
The Board of Directors has the supreme responsibility for risk management. The Board of Directors
appoints thereto the Audit Committee, who is responsible for the development and the supervisionof the risk management principles. The Audit Committee reports regularly to the Board of Directors.
The principles established for risk management are geared to identify and analyze those risks that
may impact the Group, to define adequate limits and to perform controls over the risks and theiradherence to. The risk management principles and the related procedures are regularly verified inorder to consider changing market conditions and operations of the Group. The target is todevelop management regulations and management processes and a disciplined and constructive
control environment through existing training and guidelines ensuring a disciplined and conscious
handling of risks.
The Audit Committee supervises management in the control of compliance with principles andprocesses. Their adequacy is permanently verified in respect of the risks that the Group is
exposed to. The Audit Committee is supported in this respect by the internal audit department.

87

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G r o u p

Financial risk management is carried out by the central treasury department. Group Treasury
identifies, evaluates and reduces financial risks in close co-operation with the Group’s operating
units and reports at regular intervals to the Audit Committee.
The following sections provide a summary of the scope of individual risks and on the targets,principles and processes implemented for measuring, monitoring and hedging financial risks.
Additional information on the financial risks is included in the notes to the consolidated financial
statements (see note “6.8 – Financial risks”).
Market Risk
Market risks to which the Interroll Group is exposed to can be summarised into the following threemain risk categories:a) Currency risk exposure	The Group operates internationally and is exposed to foreign exchange risks arising fromvarious currencies. Foreign exchange risks arise from future commercial transactions and fromrecognised assets and liabilities. To manage its foreign exchange risk arising from futurecommercial transactions and recognised assets and liabilities, the Group operates an internalmonthly “Netting” process. Net exposure resulting from assets and liabilities recognised ispartially reduced using forward currency contracts. Such contracts are entered into only withhigh-credit-quality financial institutions. Furthermore the decentralised structure of the Group
contributes to a substantial reduction of foreign currency exchange risks.
b) Interest rate risk
	Financial assets and liabilities contain interest bearing loans at either a fixed or a variable rate.
Relating interest risks are disclosed in 6.8.
c) Price risk
	The Group is exposed to raw material price changes as well as to price changes on financial
liabilities and assets. Raw material price risks are not hedged while risks from financial assets
and liabilities may partially or fully reduced using derivative financial instruments (as describedin 2.3 – Principles of consolidation and valuation, section “derivative financial instruments”).

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Credit Risk
The risk of default is the risk to incur a financial loss when a customer or a counterparty to afinancial instrument does not fulfill its legal obligation. The default risk at Interroll exists on tradeand other accounts receivable and on cash and cash equivalents.
Customers exceeding EUR 5 000 credit limit are verified for their creditworthiness before the orderis executed. The creditworthiness verification is also based on the credit information databaseprovided by an international service provider leading in this sector. Their software allows determining
a credit limit per single customer, based on specifically determined calculation formulas. The
calculation formulas have been defined by the Interroll Group.
Accumulation of credit risks in trade and other accounts receivable is limited due to numerous
customers and their worldwide location. The extent of credit risks is mainly determined by theindividual characteristics of each single customer. The risk evaluation includes an assessment of
the creditworthiness by considering the customer’s financial situation, its credit history and otherfactors. Sales and revenue from services are performed only with customers whose credit worthinessis proved through the above process. A credit limit is defined for each customer. These limits areverified at least once a year.
Interroll invests its funds in short term deposits at a multitude of banks with whom long standing
relationships exist. Such deposits have a maturity date shorter than twelve months. Likewisetransactions with derivative financial instruments are entered into only with major financial institutions.
Interroll does not hold material open positions with these institutions.
The maximum credit risk from financial instruments corresponds to the balance sheet amountof each single financial asset. There are no guarantees or other liabilities that could increase therisk over the corresponding amount in the statement of financial position.
Liquidity Risk
Liquidity risk is the risk that the Group cannot fulfil its financial obligations on time.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities,
the availability of funding through an adequate amount of committed credit facilities and theability to close market positions at any time. Due to the dynamic nature of the underlying business,
Group Treasury aims to ensure funding by keeping committed credit limits available.

89r i s k
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G r o u p

3.3

Capital risk management

Objectives and principles of capital management		
It is the objective of the Interroll Group to safe-guard its going concern by the definition andadherence to a strong base of equity. Such equity level is defined based on the operational andbalance sheet risk of the Group. Refunding of the Group shall be adapted to the asset
structure and allow further growth of the business. The distribution of a regular portion of the
profits achieved shall be possible based on the realisation of an appropriate return on equity.
		Equity ratio targets and pay-out ratio		Based on above targets and base principles, Group Management aims at a long term equity ratioof approximately 50 %. The ordinary pay-out ratio corresponds to about 30 % of net profit. This ratio
may deviates based on the general economic outlook and the planned future investment activities.		
Key figures to capital management
The following table discloses some essential key figures in regards to capital risk management.
Further information can be found in the cover sheets of this annual report.

90

in thousands CHF, if not noted differently

2011

2010

Total assets

239.2

211.3

Net financial debts

17.6

12.9

Gearing (net debts/equity)

0.1

0.1

Operating cash flow

14.5

18.7

Indebtedness factor (net debts/cash flow)

1.2

0.7

Equity

143.3

127.5

Equity ratio (equity in % of assets)

59.9

60.3

Result18.2

14.4

Return on equity (in %)

13.4

11.1

Non-Diluted Earnings per share

23.0

18.6

Distribution per share

7.0

5.0

Pay out ratio (in %)

30.5

26.9

C h a n g e s

4

t o

t h e

s c o p eo f
c o n s o l i d a t i o n
I n t e rr o l l
G r o u p

C h a n g e s t o t h e s c o p e o f c o n s o l i d at i o n

Changes in the business year 2011
As per 1 January 2011 the business activities of the former licensing partner in Australia (CSA
Conveyors) were acquired by the existing Interroll entity in Australia. Intangible and tangible
assets at fair value amounted to CHF 1.1 million whereof half was paid in November 2010 andthe other half in January 2011.
Changes in the business year 2010
In the previous year, there was no acquisition of subsidiaries or business activities respectively.
There were also no payments due from previous acquisitions.
Allocation of net assets acquired
2011

2010

Fair value

Fair value

Property, plant and equipment

170–

Intangible assets

875

–

1 045

–

in thousands CHF

Total non-current assets
Inventory

331–

Total current assets

331

–

1 376

–

Total assets
Deferred tax liabilities

262–

Total liabilities

262

–

1 114

–

Total net assets acquired
Goodwill acquired
Total acquisition costs

–

–

1 114

–

The full amount is in relation to the acquisition of CSA Conveyors and was settled in cash.
Cash flow from acquisitionsin thousands CHF

2011

2010

– 1 114–

thereof already settled in the previous year

570–

Settlement of outstanding acquisition price from previous years

– 387

–

Net cash used in acquisitions

– 931

–

Settled in cash for the acquisition of CSA Conveyor

The settlement of an outstanding acquisition price was the last installment related to the acquisition of BDL France dated back in year 2006.
Further notes to acquisitions
Intangible assets taken over from the former licence partner in Australia mainly consists ofcustomer relations. Business activities from the acquired business contribute to CHF 2.8 million to
the current year’s Group's sales. Its effect onto the Group’s result is immaterial.

91

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5

S e g m e n t i n f o r m at i o n

Sales and non-current assets by geographical markets
Sales and non-current assets according to geographical markets are presented as follow:
Sales

in thousands CHF

Non-current assets

2011

in %

2010

in %

2011

in %

2010

in %

Other Europe, Middle East,
Africa124 19644.7

137 460

48.6

15 291

12.5

17 04014.1

Germany

52 251

19.2

46 21916.3

57 38846.7

58 341

48.2

Switzerland

4 928

1.8

5 001

1.7

37 10730.2

31 682

26.2

Total Europe,
Middle East, Africa (EMEA)

181 375

66.7

188 680

66.6

109 78689.4

107 063

88.5

USA

42 98915.8

52 774

18.6

6 672

5.4

7 447

6.2

Other Americas

15 997

5.9

11 725

4.2

2 172

1.8

2 791

2.3

Total Americas

58 986

21.7

64 499

22.8

8 844

7.2

10 238

8.5

Total Asia and Pacific

31 571

11.6

29 890

10.6

4 164

3.4

3 632

3.0

Total Group271 932100.0

283 069

100.0

122 794

100.0

120 933

100.0

The key definition of turnover has been defined according to the invoice address. Switzerland is the country of domicile
of INTERROLL HOLDING LTD. Non-current assets are disclosed excluding financial assets and deferred tax assets.
Material sales with specific customers
Sales is realized with more than 10 000 customers. There is no customer achieving a turnover of more than five per centof Group sales.
Sales by product group
Sales realised in the first half year by product group is presented as follow:
in thousands CHF

92

2011

in %

2010

in %

2009

in %

Drives95 132

35.0

97 917

34.6

82 871

35.4

Rollers

83 21230.6

79 08627.9

73 25331.3

Conveyors & Sorters

42 75815.7

52 145

18.4

33 55014.3

Pallet- & Carton Flow

50 83018.7

53 921

19.0

44 313

18.9

Total Group271 932100.0

283 069

100.0

233 987

100.0



6

N O T E S

T O

T H E

C O N S O L I D A T E D

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N
I nte r r oll  G r o u p

 O T E S T O T H E C O N S O L I D AT E D S TAT E M E N T O F F I N A N C I A LNPOSITION

6.1

M o v e m e n t s o f p r o p e r t y, p l a n t a n d e q u i p m e n t
Land &
Building

in thousands CHF
2011

Production
equipment &machinery

Office equipment& motor vehicles

Assets underconstruction

Total
property, plantand equipment

2010

2011

2010

2011

2010

2011

2010

2011

2010

Cost
At 1.1.

73 01369 95884 42591 5369 168

10 184

2 799

3 379

169 405

175 057

Currency translation adj.

–1 720–10 641–1 138–8 234

–177

–886

–71

–422

–3 106–20 183

Additions

4 248

11 831

5 093

4 716

1 320

1 200

1 224

2 076

11 88519 823

Disposals

–71

–394

–1 495–3 442–1 529–1 294–42–3 095–5 088

Reclassifications

–688

2 259

1 144

–151

–19

–36

–1 953–2 276–1 516–204

Changes in the scopeof consolidation**
At 31.12.

–

–

168

–

2

–

–

–

170

–

74 78273 01388 19784 425

8 765

9 168

1 999

2 799

173 743

169 405–22 404–23 509–57 123–58 431–6 933–7 538–86 460–89 478

470

3 420

700

5 200

136

576

1 306

9 196

–2 756–2 700–6 730–7 125–1 011–1 087–10 497–10 912

Accumulated
Depreciation &impairments
At 1.1.
Currency translation adj.
Depreciation
Impairment losses

–

–

–

–

–

–

–

–

Disposals

18

368

1 413

3 082

1 363

1 080

2 794

4 530

Reclassifications

1 110

17

92

151

19

36

1 221

204

At 31.12.

–23 562–22 404–61 648–57 123–6 426–6 933–91 636–86 460

Property, plant andequipment at 31.12.

51 22050 60926 54927 302

2 339

2 235

82 10782 945

1 999

2 799

Thereof finance leases*

–

–

–

12

–

–

–

12

Capital commitments

–

5 246

567

1 310

–

39

567

6 595

91 63891 701120 296

116 638––

211 934

208 339

Insurance value****
In the year under review as well as in the previous year there were no additions not involving the movement of cash and cash equivalents.
** Detailed information on the changes in the scope of consolidastion is disclosed in note 4.
*** The insurance value of production equipment and machinery also covers other tangible assets.

Reclassifications from/to non-current assets held for sale
The building put onto sale in Denmark was finally sold at a price of CHF 0.5 million. The property with a book valueof CHF 0.5 million was reclassified in 2009 from fixed assets to assets held for sale due to local restructuring. At yearend 2011, a letter of intent was signed to sell a part of the property in Wassenberg (DE). Thus, CHF 0.3 million werereallocated from tangible assets to assets held for sale. The building for sale in Spain is subject to current negotiations.
Further notes to the movevements of property plant and equipment
At the end of the period under review no risks exist in the opinon of Group Management which negatively impact thebook value of fixed assets.
93 O T E S
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6.2

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N

Movements of goodwill and intangible assets

in thousands CHF

Goodwill

SoftwarePatents,
technology andlicences

Customer
relationshipTotal
intangible
assets

2011

2010

2011

2010

2011

2010

2011

2010

2011

2010

12 407

14 11219 36312 16114 15419 18320 66624 65066 59070 106–233–1 705

–37

–228

–362

–2 828–553–3 984–1 185–8 745Cost
At 1.1.
Currency translation adj.
Additions

–

–

7 734

7 591

–

–

–

–

7 734

7 591

Disposals

–

–

–926

–146

–19

–2 201–––945–2 347

Reclassifications

–

–

–6

–15

–

–

–

–

–6

–15

Changes in the scopeof consolidation*

–

–

–

–

–

–

875

–

875

–

12 17412 40726 12819 36313 77314 15420 98820 66673 06366 590–30 581

At 31.12.
Accumulated
Amortisation &impairments–3 126–3 126–3 513–3 362–12 115–14 860–9 848–9 233–28 602

Currency translation adj.

At 1.1.

–

–

28

188

317

2 307

277

1 705

622

4 200

Amortisation–––1 516–381–1 553–1 763–2 251–2 320–5 320–4 464
2 228

Disposals

–

–

899

27

19

2 201

–

–

918

Reclassifications

–

–

6

15

–

–

–

–

6

15

At 31.12.

–3 126–3 126–4 096–3 513–13 332–12 115–11 822–9 848–32 376–28 602

Total intangible assets,
net at 31.12.

9 048

9 281

22 03215 850

441

2 039

9 166

10 81840 68737 988

–

–

752

798

–

–

–

–

752

798

Capital commitments* Detailed information on the changes in scope of consolidastion is disclosed in Note 4.

Goodwill: impairment test
The impairment tests are generally based on a three year plan and on the present value of future (pre-tax) cash flows(value in use) determined using a discount rate of 10.7 % (previous year: 9.1 %). The growth rate and the discountrate were defined as key assumptions. No further growth was assumed for the extrapolation of free cash flows. The sensitivity analysis performed resulted in both years under review in the conclusion that the discounted value of future
free cash flows exceeds the value of the current goodwill also when assuming a change of the discount rate under normal
economical conditions. The growth rate was reviewed in regards to its sensitivity. This test lead to the conclusion thatthe discounted value of future cash flows exceeds the value of the current goodwill position even if no growth is assumed.
Goodwill changed in both years under review only as an effect of currency fluctuation.

94

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O F

F I N A N C I A LP O S I T I O N
I nte r r oll  G r o u p

Software
Out of the accumulated acquisition costs, CHF 22.9 million (previous year: CHF 15.4 million) relate
to the set up, design and introduction of SAP. In the year under review the additions to thisprocess management system amount to CHF 7.5 million (previous year: CHF 7.3 million). Capitalcommitments for software are related to the investment and development of SAP in both years.
SAP was launched mid 2011 for the two Centers of Excellence for Drum Motors and Rollers/
RollerDrive as well as for all European sales and service subsidiaries. Development
costs incurred until that date in the amount fo CHF 19.5 million were capitalised mid 2011 andare subject to amortisation over 8 years. The Interroll Group has already started further
developments to introduce this ERP in Asia, North America and in the center of Excellence
for Supermarket Products. Respective investments amount to CHF 3.4 million. No amortisation
has been recognised so far on this amount.
An impairment test with the same key assumptions as those used for the tests on the goodwill
was performed for the intangible assets disclosed as software. The sensitivity analysis performed
resulted in the conclusion that the discounted value of future free cash flows exceeds the valueof the current goodwill also when assuming a change of the discount rate under normal economical
conditions.
Customer relationship
Customer relationship is normally amortised on a straght line basis over 10 years. At year end
2011, an amortisation term of additional 4 years remains on the major portion of customer
relationship. A review if indicators exist that point towards an impairment of customer relationshipwas performed. There are no signs that would indicate an impairment of this value.

6.3

Assets pledged or assignedin thousands CHF

31.12.2011

31.12.2010

Land & buildings

1 308

1 343

Production equipment and machinery–

12

Inventory

–

939

157

2 182

1 465

4 476

Trade receivables
Total assets pledged or assigned

These assets are pledged respectively assigned to local credit lines granted (see Liquidity risk
and credit facilities in note 6.8).

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6.4

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O NInventories

Detailed overview on the positions belonging to the inventory
in thousands CHF

31.12.2011

31.12.2010

Raw materials

27 40223 503Work in progress

18 343

7 712

Finished products

1 241

2 154

Valuation allowance–1 886–1 859Total inventory, net

45 10031 510in thousands CHF

2011

2010

Balance as per 1.1.

–1 859–2 386Developement of valuation allowance on inventory

Currency translation adjustment
Additions
Reductions
Total valuation allowance on inventory as per 31.12.

70

253

–313

–343

216

617

–1 886–1 859

Information on the carrying amount of pledged inventory is disclosed in note 6.3.
The addition of valuation allowances is due to slow or non-moving items within the inventory. The reduction of valuation
allowance on inventory is related to sale or scrap of items, as well as to a reassessment of the valuation allowance.

6.5

Tr a d e a n d o t h e r a c c o u n t s r e c e i v a b l e

Detailed overview of trade and other accounts receivable
Trade accounts receivable arise from deliveries and services relating to the Group’s operating activities.
in thousands CHF

31.12.2011

31.12.2010

Trade accounts receivable from goods and services

53 73943 862

Valuation allowance–2 407–3 019Total trade accounts receivable, net

51 33240 843–3

Prepaid expenses and accrued income

1 338

1 103

Prepayments for inventories

1 001

688

Other accounts receivable

3 983

2 602

Total other accounts receivable, net

6 322

4 396

Total trade and other accounts receivable, net

57 65445 239Foreign currency forward contracts**96

see note 6.8



N O T E S

T O

T H E

C O N S O L I D A T E D

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N
I nte r r oll  G r o u p

Ageing and valuation allowance of trade accounts receivable
Trade accounts receivables are due and specific/general valuation allowance have been evaluated as follows:in thousands CHF

			

Gross

31.12.2011

Valuation allowance
individual

31.12.2010
Gross

Net

collective

Valuation allowance
individualNet

collective

Not past due

34 61934 61929 331

Past due 1–30 days

11 676

11 6769 781

29 331

Past due 31–60 days

3 432

–2

3 430

2 116

–385

Past due 61–90 days

1 046

–94

952

556

–556

Past due > 90 days

2 966

–1 095–1 216

655

2 078

–826

–1 252–

Total trade accounts
receivable

53 739–1 191–1 21651 33243 862–1 767–1 25240 843

9 781
1 731
–

Development of the individual and collective valuation allowance of trade accounts receivable
The valuation allowance on trade accounts receivable from third parties developed as follows:in thousands CHF

At 1.1.

2011

2010

Valuation Allowance

Valuation Allowance

Total

individualcollective

Total

individualcollective–1 187–3 019–1 767–1 252–2 578–1 391

Currency translation adjustment

120

84

36

442

233

209

Additions

–292

–292

–1 491–1 217–274

Alllowance used

388

388

536

536

Allowance reversed

396

396

72

72

–2 407–1 191–3 019–1 767

At 31.12.

–1 216–1 252

During the year under review, an amount of CHF 0.4 million (previous year: CHF 0.5 million) relating to irrecoverable
trade receivables was written off. Currently, no other risks are identifiable in the net trade accounts receivables. Sales
are broadly diversified across geographical and industrial markets. Thus, the risk of unexpected losses from tradereceivables is assessed to be low.
Currencies in trade accounts receivable
Trade accounts receivables reported in CHF are denominated from the following currencies:in thousands CHF

31.12.2011

31.12.2010

in %

in %

EUR

28 80553.6

18 060

41.2

USD

8 424

15.7

9 401

21.4

CNY

3 822

7.1

3 268

7.5

GBP

1 881

3.5

2 635

6.0

ZAR

163

0.3

2 186

5.0

all other currencies

10 644

19.8

8 312

19.0

Total trade accounts receivables, gross

53 739100.0

43 862100.0

97 O T E S
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I nte r r oll  G r o u p

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N

Regional break down of trade accounts receivables
Trade accounts receivables can be broken down into the following geographical areas:in thousands CHF

31.12.2010

31.12.2011
in %

in %

Europe, Middle East, Africa

34 78464.7

26 33860.0

Americas

9 640

17.9

10 50924.0

Asia and Pacific

9 315

17.3

7 015

16.0

Total trade accounts receivables, gross

53 739100.0

43 862100.0

At average, trade accounts receivables are 57 days outstanding (DSO). The respective value is 56 for Europe, 63 forAmericas and 54 for Asia). In 2010, the DSO was 45 for the Group, 42 for Europe, 51 for Americas and 57 for Asia.

6.6

Cash and cash equivalents

Positions included in cash and cash equivalentsin thousands CHF
Cash on hand, bank and postal accounts
Short term deposits
Total cash and cash equivalents

31.12.2011

31.12.2010

9 797

9 131

725

979

10 52210 110Interest rates, currencies hold in cash and transfer limitations
The interest rates on cash and cash equivalents vary between 0 % (for CHF) and 5 % (for ZAR). The respective rates of2010 were 0 % (CHF) and 5 % (ZAR) respectively .
Cash is held in the following currencies:in %31.12.2011

31.12.2010

EUR

20.0

41.0

CHF

1.0

1.0

USD

17.0

16.0

THB

21.0

16.0

JPY

9.0

–

KRW

7.0

–

ZAR

6.0

8.0

other currencies

19.0

18.0

Total cash and cash equivalents

100.0

100.0

Cash and cash equivalents of CHF 1.0 million (2010: CHF 1.1 million) at Interroll South Africa as well as at Interroll Brasil
are subject to transfer limitations . These transfer limitations do not have any impact on their operating activities.

98

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6.7

N O T E S

T O

T H E

C O N S O L I D A T E D

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N
I nte r r oll  G r o u p

Financial instruments

Reconciliation from balance sheet items to valuation categories as per IAS 39
The table below shows an overview of financial instruments held by valuation category according to IAS 39:
in thousands CHF

31.12.2011

31.12.2010

Cash and cash equivalents

10 52210 110Trade and other accounts receivable

56 65344 548932

912

68 10755 570Foreign currency forward contracts*

–224

3

Total financial instruments at fair value

–224

3

Trade and other accounts payable

37 30534 283Financial liabilities

28 12122 988

Total financial liabilities
at carrying value

65 42657 271

Financial assets
Total financial assets
at amortised costs* see notes 6.5, 6.8 and 6.15

Book values of cash and cash equivalents, trade and other accounts receivable and payable as well as financial assets
amount closely to fair value due to their short term maturity. Advance payments for inventory are excluded form thevaluation categories as per IAS 39 because the subsequent transaction is not of monetary nature. Financial assets andliabilities are predominantly due within approximately 2 years and their net present values corresponds very closely
to their book values.

99 O T E S
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I nte r r oll  G r o u p

6.8

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O NFinancial risks

Currency risk exposure
Due to its international focus, the Interroll Group is exposed to foreign currency risks. Risk exposures result fromtransactions in currencies deviating from the entities’ functional currency.
The following table shows the major currency risks at the respective balance sheet date:in thousands CHF

31.12.2011
USD

Financial assets

CHF

EUR

70

2

Trade and other accounts
receivable

4 040

1 278

7 178

Cash and cash equivalentsincl. intercompany loans715

18 474382

Financial liabilities
Trade and other accounts
payableShort term liabilities

SGD

2 498

2 131

5 000
3 645

4 029

6 853

728

10 94070

2 291

Currency risks on thebalance sheet (gross)

9 128

39 791

14 485

4 789

Elimination equal currency–3 710–37 063–7 619–133

Currency risks on thebalance sheet (net)

5 418

2 728

6 866

4 656

Natural Hedges

JPY

109

2 240

31.12.2010
USD

CHF

EUR

2 989

68

5 899

1 222

2 194

3 957

20 748

997

841

5 000

SGD

CAD
1 226

1 132

511
748

364

2 818

2 585

4 520

21

6 200

43

3 493

51
845

16 52535 823

7 754

4 989

3 381

–2 884–25 611–3 612–1 101–1 7932 240

13 641

10 212

4 142

3 888

1 588

–223

–286

–593

–38

–1 183–1 295

FX forward contracts–3 702––656–2 565–1 116–4 020––1 393–2 439–678

Net currency risk exposure

1 493

2 442

5 617

2 053

1 124

9 621

9 029

1 454

1 449

910

The curency risk on the balance sheet (gross) is equal to the sum of the value of all positions in the balance sheet thatare held in a different currency than the functional currency of a company. Such positions contain both, group internal
as well as external amounts. In a first step, all of those risks are added up because a currency risk can arise on the
debit as well as on the credit side of the balance sheet. The total is then disclosed as currency risk on the balance sheet(gross). The risk of each currency group is translated into CHF at the closing rate and added up to total Group values.
“Elimination equal currency” results from setting off short positions versus long positions of currrency risks which exists
in the same foreign currency deviating from the functional currency and which are presented in the same group entity.
Natural hedges result from netting out currency risks among all group entities. The amount disclosed in line “FX forward
contracts” (foreign currency forward contracts) corresponds to the amount actually hedged and translated into CHF.
Changes in the valuation of fair value hedges are recognized in the financing result (see note 7.5). The table only contains the material foreign currency risks. All others are regarded to be immaterial in both years.
Net investments in foreign subsidiaries are long term investments. Such investments are exposed to currency fluctuation, because they are held in another currency than the Group’s functional currency. From a macroeconomic and longterm point of view, the currency exchange effects should be neutralised by the inflation rate at the subsidiaries domicile.
Due to this reason and also due to costs for respective derivative instruments, the Group does not hedge such risks.

100

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N O T E S

T O

T H E

C O N S O L I D A T E D

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N
I nte r r oll  G r o u p

Foreign currency forward contracts
The following table shows the contractual and fair values the foreign currency forward contracts held by the Group:in thousands CHF
Hedgedcurrency

31.12.2011

31.12.2010

Sell/Buy

Maturity

notional
amount in CHF

Fair value

Sell/Buy

notional
amount in CHF

Fair value

USD

USD/CAD

02–2012

2 467–

USD/CAD

1 645

35

USD

CAD/USD

02–2012

1 235

1USD/CHF

2 375

53

SGD

SGD/EUR

02–2012

1 363

–53

JPY/SGD

1 925

23

SGD

JPY/SGD

02–2012

1 202

–26

KRW/SGD

514

8

EUR

EUR/CHF

02–2012656

9CNY/EUR

642–23

ZAR/EUR

751

–68

EUR

–

JPY

JPY/EUR

02–2012

1 116

–66

02–2012

571

–41

CNY

CNY/EUR

CAD

–

THB

THB/EUR

Total FX forward
contracts

02–2012

985

–48

–
–
CAD/CHF

678

1

THB/EUR

626

–26

–224

3

* see notes 6.5 resp. 6.15

The fair values of the derivative financial instruments are classified as hierarchy 2 in the sense of IFRS 7. The valuationin hierarchy 2 is based on factors which cannot be tracked to actively listed prices on public markets. Instead, they canbe monitored directly (as a price) or indirectly (as a derivative of the price).
The Group prepares regularly a rolling forecast of foreign currency cash flows. 0 – 50 % of such budgeted, future foreign
currency flows may be hedged through forward contracts. At the end of the year under review, there were no open
cash flow hedges held by the Group.
The notional amount corresponds to the hedged balance sheet risk, translated into CHF. With derivative financial
instruments, the Group hedges normally 50 –100 % of its net currency risks on the balance sheet.

101 O T E S
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S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N

Sensitivity analysis to the currency risk exposure
As per year end, a sensitivity analysis was carried in respect to financial instruments. The sensitivity analyses calculates
the effect of FOREX – changes on the major currency pairs within the Group. These risks particularly result from different currencies between costs for production and invoicing currency to the customers. Asummed currency fluctuations
would have the following effects on the foreign currency positions in the balance sheet:in thousands CHF

CURRENCY PAIR
Financial Assets

31.12.2011

31.12.2010

EUR

CHF

CAD

EUR

CHF

CAD

vs. CHF

vs. USDvs. USDvs. CHF

vs. USDvs. USD

71

4 416

–

68

2 989

–

Trade and Other Receivables–2 092

196

2 663

–592

206

3 775

Cash and Cash Equiv. incl. IC-Loans

18 4593 666

611

20 083

3 449

467

Financial Liabilities

5 000

–

–

5 000

–

–

Trade and Other Payables

2 010

–174

713

644

–53

688

Short Term and Current Liabilities

10 940

657

5

6 200

–

21

Gross Exposure per currency pair

34 388

8 761

3 992

31 403

6 591

4 951

Risks opposing each other–32 876–967–1 437–23 688106–1 417

FX forward contracts

–985

–

–2 467––2 375–1 645Net FX exposure per currency pair

527

7 794

88

7 715

4 322

1 889

Currency change in %

10

15

5

10

10

10
189

Effect on the result (+/-)

53

779

9

772

432

Income tax expense at 20.1 %

–11

–157

–2

–155

–87

–38

Net FX exposure after income taxes

42

622

7

617

345

151

Analogously to the currency risk analyis, the net risks of currency pairs are summed up. The position “Risks opposing
each other” is a result of netting out those risks that are contrary to each other. The disclosed amount in line “FX
forward contracts” equals to the total of hedged currency risks of a currency pair. It is also deducted from the gross risk
as it deviates linearly with the fluctuation of the currency. The income taxes are calculated in line with the applicablerate for an ordinary taxed entity in Switzerland (see note 7.6).

102

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T O

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C O N S O L I D A T E D

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N
I nte r r oll  G r o u p

Interest risks
As per balance sheet date, the Group had interest bearing net financial liabilities of CHF 26.4 million (previous year:
CHF 20.5 million, see also note 6.11). The following table divides interest bearing assets and liabilities into fix andvariable as well as shows none interest bearing positions within financial assets and liabilities. A change of the interest
rate would have had no effect onto the equity because the Group currently does not hold any cash flow hedges tohedge currency risks and because there are no assets held for sale at a fix interest rate. The Group regularly monitors
its interest risks and reserves the possibility to hedge such in future.
in thousands CHF

31.12.2011
Nom. Int.
rate in %Bookvaluesfix int. rate

0–1.0

1 150

Var. int. rate

0–2.0

445

Financial assets

Basis points
+ 100
– 100

31.12.2010
Nom. Int.
rate in %Bookvalues0–0.15

977

–
4

–2

Not interest bearing

10

–1

10

–1

3

–1

912

3

–1

–

–

2

Total deposits
fix int. rate

Basis points
+ 100
– 100

1 595
2.0

4

–2

979

62

2.0

482

Var. int. rate–

0.25–0.35

263

Not interest bearing–

Total loans

62

167
–

–

Cash on hand, bank and postal
accounts

9 797

9 131

Trade and other receivables

56 65344 548

Total other financial assets

66 450––53 679––Total financial Assets

68 1074–2

55 570

13

–2

–227

182

–165

143

–227

182

–165

143

–

–

–

–

Financial liabilities
fix int. rate

0–1.7

5 018

Var. int. rate

0–1.9

22 779Not interest bearing

5 036
16 520–Total bank loans
fix int. rate

0.0–1.7
0.7–1.3

27 7976.0–

297

Not interest bearing

27

Total other loans324

fix int. rate–

Total finance leases–

Bank overdrafts–

21 556
6.0

703
313

–
–

–

1 016
5.0

4

0.0–12.75

412

–

4

Trade and other accounts payable

37 305

Total trade and other accounts
payable34 28337 305––34 695––

Total financial liabilities

65 426–227

182

57 271–165

143

Net financial liabilities

2 681

–223

180

–1 701

–152

141

103

 O T E S
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I nte r r oll  G r o u p

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N

Sensitivity analysis to the interest risks
Interest sensitivity is only calculated on interest bearing items of the balance sheet. Because items
that are interest bearing at a fixed rate, no effect is calculated on such due to an increase or
decrease of the interest rate. As per above analysis, the Group’s annual result could worsen due
to an increase of the interest rate of one percentage point by CHF 0.22 million (previous year:
CHF 0.15 million). The result would improve with an interest reduction of one percentage point by
CHF 0.18 million (previous year: CHF 0.14 million). For certain interest bearing positions, theinterest reate is already lower than one percent. Therefore, the effect of the reduction was only
calculated up to the current interest rate being lower than 1.0 %.
Liquidity risk and credit facilities
The Group carries out quarterly a complete liquidity planning on a consolidated basis. The Groupholds liquidity reserves in form of committed and uncommitted credit lines in order to comply withan unexpected and extraordinary liquidity demand.
The amount of unused credit facilities as per end of the reporting year amounted to CHF 57.3 million (previous year: CHF 64.7 million).
In 2009, new and committed credit lines for an amount of CHF 40.0 million with a duration of
3 years were agreed upon. In the previous year, an additional commited credit line in the amountof CHF 15.0 million was settled. They ensure the funding of the future investment program andserve generally for the business financing. The Group always complied with the agreed debt covenants. Debt covenants to be complied with are the following:
EBITDA : net interest costs= min. 4.0

Net debt : EBITDA= max. 3.0

Equity : total assets= min. 35 %The ageing of the financial liabilities is disclosed in Note 6.11 (see “Ageing of financial liabilities”).

104

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6.9

N O T E S

T O

T H E

C O N S O L I D A T E D

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N
I nte r r oll  G r o u pInfor mation on shareholder’s equity

Reconciliation from total issued shares to the outstanding shares
2011

2010

Issued shares par value CHF 10.00 each (previous year: CHF 10.00)

854 000

854 000

Own shares held by the Group as per 1.1.

74 40082 225Purchase of own shares

3 149

–

Sale of own shares–12 713–6 085Attribution of shares relating to bonus plan

–2 084–1 740Attribution of shares related to options exercised–2 653–Own shares held by the Group as per 31.12.

60 09974 400

thereof reserved for issuance under option program

45 96552 965

thereof unreserved

14 13421 435

Shares outstanding at 31.12.

793 901

779 600

6.10

Earnings per shareNon-diluted earnings per share
The non-diluted earnings per share in 2011 amount to CHF 22.99 (2010: CHF 18.59). The calclulation is based on the
profit attributable to the equity holders of the parent company, divided by the weighted average of shares outstanding.
2011

2010

Result attributable to the equity holders (in thousands CHF)

18 19314 423

Shares outstanding as of 1.1.

779 600

771 775

Effect of the purchase of own shares–2 076–

Effect of the sale/attribution of own shares

11 8283 949

Effect of the issue of shares under option plans

2 100

–

Weighted average of shares outstanding

791 452775 724

Non-diluted earnings per share (in CHF)

22.99

18.59

105

 O T E S
N
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C O N S O L I D A T E D
I nte r r oll  G r o u p

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O F

F I N A N C I A LP O S I T I O N

Diluted earnings per share
The diluted earnings per share in 2011 amount to CHF 22.86 (2010: CHF 18.59). They arecalculated by adjusting the weighted average number of ordinary shares outstanding to include all
dilutive potential ordinary shares.
The potential ordinary shares resulting from the issue of options under the employee stock
option plan (see note 7.1) had a dilutive effect due to the fact that the strike price (CHF 323) was
below the average share price (CHF 358) during the year under review. This effect is outlined
below. There was no dilutive effect in the previous year because the average price of CHF 317
was below the strike price.
2011

2010

Result attributable to the equity holders (in thousands CHF)

18 19314 423Weighted average of shares outstanding

791 452775 7244 521–

795 973775 724

22.86

18.59

31.12.2011

31.12.2010–412

22 85016 501

Dilutive effect of share options
Weighted average of shares outstanding (diluted)
Diluted earnings per share (in CHF)

6.11

Financial liabilities

Details to current and non-current financial liabilities
in thousands CHF
Bank overdrafts
Bank loans
Finance leases–

4

Other loans–

471

Total current financial liabilities

22 85017 388Bank loans

5 035

5 055

Other loans

106

236

545

Total non-current financial liabilities

5 271

5 600

Total financial liabilities

28 12122 988

N O T E S

T O

T H E

C O N S O L I D A T E D

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N
I nte r r oll  G r o u p

Net financial liabilities to equity ratio
in thousands CHF

31.12.2011

31.12.2010

Total financial liabilities

28 12122 988./. Cash and cash equivalents–10 522–10 110

Net financial liabilities

17 59912 878Equity143 285

127 457

12.28

10.10

Net financial debt in % to equity

Loan structurein thousands CHF

31.12.2011
Cur- effective av. Interest due Year ofrency interest rate Fix/Variable maturity

31.12.2010

Face
value

Carrying
amount10 19410 180

6 203

6 200

–

10 276

10 265

5 234

5 000

Fixed short term loan

CHF

0.65 %

V

2012

Fixed short term loan

CHF

1.33 %

V

2011

Fixed short term loan

EUR

0.70 %

V2012

12 617

12 571

Fixed long term loan

CHF

1.70 %

F

2013

5 151

5 000

Face
value

Carrying
amount–Other bank loans

134

134

93

91

Total bank loans

28 09627 88521 80621 5564

4

Finance Leases

EUR

5.00 %

F

2010

Total finance leases
Other loans
Total other loans
Total Loans

EUR

0 %–6.00 %

F

2012

4

4

236

236

1 067

1 016

236

236

1 067

1 016

28 33228 12122 87722 576107 O T E S
N
T O
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C O N S O L I D A T E D
I nte r r oll  G r o u p

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O NAgeing of financial liabilities
The financial liabilities as per December 31, 2011 are due as follows:Book value

Face value(undiscounted)

within6 months

within6 –12
monthswithin1 – 2 years

Bank loans

27 88528 09622 89712

5 187

Other loans

236

236

Trade/other accounts payable*

37 52937 52937 529Total financial liabilities

65 65065 86160 426in thousands CHF

12within2 – 5 years

179

57

5 366

57

* An ageing analysis is not readily available. Based on past experience, it can be reliably assumed that the full amount is due within less than 6 months.

The financial liabilities as per December 31, 2010 were due as follows:in thousands CHF

Book value

Face value(undiscounted)

within6 months

within6 – 12monthswithin1 – 2 years

within2 – 5 years

21 55621 806

16 494

26

63

5 223

4

4

4

1 016

1 067

479

337

251

400

5 474

Bank loans
Finance leases
Other loans
Bank overdrafts

412

412

412

Trade/other accounts payable*

34 28334 28334 283

Total financial liabilities

57 27157 57251 67226* An ageing analysis is not readily available. Based on past experience, it can be reliably assumed that the full amount is due within less than 6 months.

Loans to finance the BDL acquisition
In the course of the acquisition of the BDL group in 2006, two unsecured loans of totally CHF 24.0 million were taken
up at an interest rate of 2.7 % with four years repayment term. The loans were to be settled through annually equal
instalments. The last instalment was settled end of February 2010.
Mortgage secured loans
In both years under review, there were no loans secured by a mortgage.

108

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N O T E S

T O

T H E

6.12

C O N S O L I D A T E D

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N
I nte r r oll  G r o u p

Leasing liabilities

Finance leases
There was a remaining minor outstanding amount relating to Finance Lease which was fully due
and paid in 2011. There were no liabilities relating to finance lease outstanding at year end 2011.
Operating leases
Liabilities from operating leases mainly relate to building rentals and will become due as follows:in thousands CHF

31.12.2011

31.12.2010

within 1 year

3 010

2 753

between 1 and 5 years

7 631

7 300

over 5 years

2 540

1 424

Total operating leases

13 181

11 477

In both years under review, operating lease expense do not include material amounts for contingent rent.

6.13

Provisions
Other
provisions

Warranties

Total provisions

in thousands CHF

2011

2010

2011

2010

2011

2010
6 303

At 1.1.

5 661

4 650

1 637

1 653

7 298

Currency translation adj.

–232

–598

–27

–214

–259

–812

Provisions made

2 283

4 280

350

451

2 633

4 731

Provisions used

–2 281–1 890–664–207–2 945–2 097

Provisions reversed

–514

–781

–2

–46

–516

–827

At 31.12.

4 917

5 661

1 294

1 637

6 211

7 298

109

 O T E S
N
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C O N S O L I D A T E D
I nte r r oll  G r o u p

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O NWarranty provisions
The Group companies normally grant a 24-month warranty. The warranty provision is recognised
based on past experience as well as on specific projects. The warranty provision corresponds
to roughly 1.8 % (previous year: 2.0 %) of net sales. The absolute reduction of warranty provision isbased on the reduction of warranty cases for certain product groups. Data from the past indicatesthat between 30 % and 50 % of the warranty provision will be used in the subsequent year.
Other provisions
In 2007, an onerous contract provision in the amount of CHF 1.2 million was recognised that
relates to a long term building rental contract that will be terminated before its final term and thatwas not used anymore as from late 2010. The impending loss corresponds to the rental amountfor the periods during which the building no longer was used. The other provisions include pension
liabilities according to IAS 19 in the amount of CHF 1.0 million (previous year: CHF 0.7 million).

6.14

Pension obligations and pension costs

General information to the pension plans of the GroupThe pension costs for 2011 amounted to CHF 1.6 million (2010: CHF 1.8 million). Such costs consist of employer contributions relating to the defined contribution plans and pension costs relating
to the defined benefit plans.
The pension plans in Switzerland and France are regarded as defined benefits plans in line with
IAS 19. In both years under review, approximately 190 employees participated in the defined
benefit plans. The Swiss plan is outsourced to a collective foundation whereas the plan of France
is outsourced to an insurance company. It can be assumed that the assets of both plans do notinclude Interroll shares.

110



N O T E S

T O

T H E

C O N S O L I D A T E D

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N
I nte r r oll  G r o u p

Components of pension costsin thousands CHF

2011

2010

Costs of the defined contribution plans

–713

–927

Current service costs, gross–1 412–1 005

Employee contributions

706

326

Interest costs

–354

–375

Amortisation of actuarial losses

–76

–55

Expected return on plan assets

226

281

Costs of the defined benefit plans

–910

–828

–1 623–1 755

Total pension costs

The expected future contributions of the employer will not change materially in future years provided the number of insured employees remains stable.
Funded status for the defined benefit plansin thousands CHF, as per year end

2011

2010

2009

2008

2007

Present value of defined benefit obligation–12 211–12 151–10 770–9 478–7 606

Fair value of plan assets

11 012

9 882

9 357

8 402

6 381

Pension liability–1 199–2 269–1 413–1 076–1 225

Unfunded fair value of benefit obligations

–247

–239

–243

–205

–

Unrecognised net actuarial losses/(gains)

428

1 788

1 174

923

1 038

Unrecognised past service costs/(benefits)

64

68

–

–

–

–954

–652

–482

–358

–187

– of plan liabilities

266

–102

–76

573

297

– of plan assets

–378

35

68

14

8

Defined benefit obligation, net
Experience adjustments111

 O T E S
N
T O
T H E
C O N S O L I D A T E D
I nte r r oll  G r o u p

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O NRoll forward of the defined benefit obligationin thousands CHF

2011

2010

–12 390–11 013

Current service costs, net

–706

–679

Interest costs

–354

–375

Contributions from plan participants

–353

–326

Actuarial gains/(losses)

908

–628

Translation difference

8–17

Insurance premiums

265

284

Benefit obligation as per 1.1.

Benefits funded/(paid), net
Benefit obligation as per 31.12.

164

364

–12 458–12 390

In order to shorten the presented statement of financial position, the net benefit obligation is disclosed within the other long term provisions.
Roll forward of the present value of plan assets
in thousands CHF

2011

2010

Fair value of plan assets as per 1.1.

9 882

9 357

Expected return on plan assets

226

281

Actuarial gains/(losses)

378

–35

Translation difference

–2

–19

Insurance premiums

–265

–284

Employer contributions

604

620

Employee contributions

353

326

Benefits funded/(paid), net

–164

–364

11 012

9 882

2011

2010

Fair value of plan assets as per 31.12.

Investment categories
in %Equity securities

2.3

1.9

Debt securities

74.8

74.2

Real estate

17.3

17.6

Other investments
Total Investments in %

112

5.6

6.3

100.0

100.0



N O T E S

T O

T H E

C O N S O L I D A T E D

S T A T E M E N T

O F

F I N A N C I A LP O S I T I O N
I nte r r oll  G r o u p

Roll forward of the unrecognised pension deficit
in thousands CHF

2011

2010

Unrecognised pension liabilities as of 1.1.

–652

–482

Pension costs

–910

–828

Contributions

604

620

Currency translation/plan expansion

4

38

–954

–652

2011

2010

Discount rate

2.9

2.9

Expected return on plan assets

2.6

2.2

Expected benefit increases

0.0

0.5

Unrecognised pension liabilities as of 31.12.

Actuarial assumptionsin %Average future salary increases

1.5

1.5

Average fluctuation rate

10.0

10.0

31.12.2011

31.12.2010

Trade accounts payable to third parties

14 12314 717

Advances received from customers

12 344

2 852

Other liabilities

11 952

6 804

Accrued personnel expenses

6 861

6 440

6.15

Tr a d e a n d o t h e r a c c o u n t s p a y a b l e

in thousands CHF

Accrued interest
Other accrued expenses
Foreign currency forward contracts*
Total trade and other accounts payable

18

22

4 351

6 300

224

–

49 87337 135* see note 6.8

Advances received from customers mainly relate to larger projects within the Subsystems
segment. Other liabilities include VAT and social security related liabilities. Accrued personnel
expenses relate to accrued vacation and bonuses.

113

N O T E S
T O
T H E
C O N S O L I D A T E D
I nte r r oll  G R O U P

77.1

I N C O M E

S T A T E M E N T

N O T E S T O T H E C O N S O L I D AT E D I N C O M E S TAT E M E N T
Personnel expenses

Details to personnel expenses and number of employees
in thousands CHF

2011

2010

Wages and salaries

68 18368 381Social security costs

10 40910 553Pension costs (see note 6.14)

1 623

1 755

Other personnel related costs

2 919

2 358

Equity based personnel expenses to management personnel

774

1 234

Total personnel expenses

83 90884 281

Thereof production related personnel expenses

34 61741 653

Average number of employees

1 340

1 255

In the period under review 2 084 own shares (previous year: 1 740) were attributed to management members as partof their bonus scheme. In the year under review 1 200 shares (previous year: 1 550) have been blocked for sale for aperiod of five years as of grant date. The shares were valuated at the market value of the attribution date.
Option plan
On March 3, 2006 the Board of Directors approved a management share option plan for the next five years. In the course of the first half year of 2010, the option life time and blocked period was extended by two years for plan participants
still being employed without notice as per 31. March 2010. Respective increase in value of the option (CHF 0.7 million)
was debited to personnel expenses and credited to capital reserve in the year 2010.
The key data of the changed option plan is as follows:

114

Option life:

April 3, 2006 – September 30th, 2013 (previously until September 30th, 2011)

Blocked period:

April 3, 2006 – April 2nd, 2012 (previously until April 2nd, 2010)

Exercise period:

April 3, 2006 – September 30th, 2013 (previously until September 30th, 2011)

Strike price:

CHF 323.00 per registered share INRN

Reference price:

Average INRN price from March 27th, 2006 – March 31st, 2006 less 4 %Option/share:

1 option entitles to acquire 1 registered share INRN

Option price:

CHF 15 per option

N O T E S

T O

T H E

C O N S O L I D A T E D

I N C O M E
S T A T E M E N T
I nte r r oll  G R O U P

The following movements took place in the option plan in the years under review:
31.12.2011 attributed
Outstanding options

45 965

option life until 30.09.2013

45 965

option life until 30.09.2011–

thereof not excercisable
thereof exercisable

exercised

expired31.12.2010–4 347–2 65352 96552 96545 96545 965–4 347–2 6537 000

52 96545 96552 965–2 653–4 34745 965–attributed

exercised

1.1.2010

7 000

All outstanding options have been attributed in 2006. The fair value at the grant date was CHF 4.7 million (CHF 88.64
per option). The employees contribution amounted to CHF 0.8 million (CHF 15 per option). The valuation of the option isalways calculated on the basis of the binomial method and is carried out by a specialised institute. Besides from above
data on the option plan, the following parameters were used for the valuation:– risk free interest rate of 2.82 %– volatility 25 %– yearly unchanged profit distribution of CHF 6 per INRN
– average share price CHF 337
The options included in the plan are not subject to any vesting condition.

7.2

Research and development expenditures

The Group incurred the following expenses for research and development during the years under review:in thousands CHF

2011

2010

Research and development expenditures

8 068

8 668

These expenses are mostly incurred to further develop and complete the product range of the segments. They areincluded in personnel- and other operational expenses as well as in depreciation on fixed tangible assets. No expenses
have been capitalized as the preconditions stated in IAS 38 are not met cumulatively.

115

N O T E S
T O
T H E
C O N S O L I D A T E D
I nte r r oll  G R O U P

7.3

I N C O M E

S T A T E M E N T

Other operating expenses

in thousands CHF

2011

2010

Office and administration

6 833

5 884

Provisions and allowances, net

1 753

3 707

Non-income taxes

1 365

1 193

Consultancy, auditing

3 334

3 993

Marketing

4 332

4 311

Freight

8 388

8 467

Commissions, bad debt adjustments

1 965

3 535

Building rent

2 608

3 174

Building maintenance

3 741

2 219

Maintenance on machinery, tools and moulds

3 087

3 199

Travelling and transportation

5 168

4 857

Consumables for production

3 544

3 334

608

618

2 171

4 530

Insurances
Other expenses
Loss on disposal of property, plant and equipment/intangible assets

11

488

48 90853 509in thousands CHF

2011

2010

Income from commissions, licences and freight

8 947

8 674

Income from services

1 029

934

Total other operating expenses

7.4

116

Other operating income

Government grants received

217

84

Total other operating income

10 1939 692

N O T E S

7.5

T O

T H E

C O N S O L I D A T E D

I N C O M E
S T A T E M E N T
I nte r r oll  G R O U P

Financial resultin thousands CHF

2011

2010

Fair value changes of foreign currency forward contracts–348–1 072

Realised translation expenses

–239

–

Interest expenses

–647

–478

Financial expenses–1 234–1 550Foreign exchange gains, net

1 081

993

Realised translation gains

53–

Fair value changes of foreign currency forward contracts–

427

Interest income

182

169

Financial income

1 316

1 589

Financial result, net

82

39

The result from realized cash flow hedges is presented in the other operating income/expenses(see notes 7.3 resp. 7.4). In both years under review, no cash flow hedges existed (see note 6.8).
Realised translation expenses relate to the liquidation of Interoll DS Asia Pacific Co. Ltd. (Bangkok/
Thailand). Realised translation gains in 2011 relate to an equity-a-like write off of an intercompany
loan owed by Interroll Japan Co. Ltd. (Tokyo/Japan).

117

N O T E S
T O
T H E
C O N S O L I D A T E D
I nte r r oll  G R O U P

7.6

I N C O M E

S T A T E M E N T

Income tax expense

Components of income tax expensein thousands CHF

2011

2010

Income taxes relating to the current period

4 757

5 188

Income taxes relating to past periods, net–1 623

2 145

Current income tax expense

3 134

7 333

Due to temporary differences–856–1 675Due to tax rate changes

–4

–86

Due to (recognition)/use of tax loss carry-forwards

65

331

Adjustments to deferred tax assets

–50

98

Other effects

1

2

Deferred income tax expense/(income)–844–1 330Total income tax expense

2 290

6 003

Taxes on capital are included in other operating expenses (see note 7.3).
Deferred tax liabilities of CHF 0.2 million (previous year: CHF 0.2 million) have not been recognised for withholding and other taxes on the un-remitted earnings. Such distributable earnings which
are subject to withholding tax are normally left in the respective companies.
Reconciliation of effective tax ratein thousands CHF

2011

2010

Result before income taxes

20 48320 426

Income tax expenses at the expected tax rate of 20.1 % (2010: 20.1 %)

4 117

4 106

(Non-taxable income)/non-tax deductible expenses, net

87–1 534(Reversal of)/write offs on deferred tax assets, net

–50

98

Tax rate changes, net

–4

–86

Effect from deviation to tax rates in Group companies

–119

889

(Tax credits)/tax charges on prior years’ results, net–1 623

2 145

–147

387

(use of unrecognised tax losses)/effect of unrecognised tax losses on thecurrent year’s result, net
Other effects
Effective (total) income tax expense

29

–2

2 290

6 003

The income tax expense analysis is based on the expected tax rate for an ordinarily taxed company in Switzerland.

118

N O T E S

T O

T H E

C O N S O L I D A T E D

I N C O M E
S T A T E M E N T
I nte r r oll  G R O U P

Tax effects on recognised and unrecognised carried forward losses
in thousands CHF

31.12.2011

31.12.2010

notactivated

activatednotactivated

378

–

90

–

394

–

activated

Expiry:
2011
2012
2013

585

–

759

–

2014

561

–

597

–

2015
2016 and later

43

–

40

–

19 485257

20 501409

unlimited

5 572

2 567

3 631

2 490

Total

26 3362 824

26 3002 899

Tax benefit

9 278

699

9 433

777

Thereof unrecognisable–9 278Deferred tax assets fromcarried forward losses–9 433699

777

A tax effect of CHF 0.8 million resulted from new tax losses carried forward of CHF 2.8 million.
None of this effect was capitalized (previous year: new tax losses of 1.6 million with a tax effect of
CHF 0.6 million, whereof the full amount was activated).
Deferred tax assets on unused tax losses carried forward and based on temporary differencies arecapitalized in case it is probable that such assets can be set off against future taxable profits.
Due to the probability to set off current tax losses carried forward against future profits in various
subsidiaries, an amount of CHF 0.7 million has been capitalized in 2011 (2010: CHF 0.8 million).
Interroll considers the future set off probable based on approved business plans. The majority of
non-capitalized deferred tax assets on losses carried foward concern US-based subsidiaries.
The applicable tax rate for both years under review is 39 %.

119

N O T E S
T O
T H E
C O N S O L I D A T E D
I nte r r oll  G R O U PI N C O M E

S T A T E M E N T

Attribution of defered tax assets/liabilities to items of the statement of financial positionin thousands CHF
assets31.12.2011

31.12.2010

Deferred tax

Deferred tax

liabilities

assetsliabilities

Intangible assets

334

755

2 279

3 202

Property, plant and equipment

200

2 716

248

3 162

–

22

–

9

Inventory

Financial assets

239

122

271

139

Benefits of loss carry forwards

699

–

777

–

Receivables

88

302

144

210

Total assets

1 560

3 917

3 719

6 722

–

–

–

127

Provisions

Long term debts

813

297

1 156

473

Short term debts

118

36

218

84

Other Liabilities

34

1

4

–

Total liabilities

965

334

1 378

684

Set-off–1 810–1 810–4 276–4 276

Total net

715

2 441

821

3 130

Deferred tax assets and deferred tax liabilities are netted within and between companies belonging to the same taxable unit.
The reduction of deferred tax assets and liabilities of net CHF 0.7 million (previous year: decreaseof CHF 1.1 million) corresponds to net deferred tax income recognised in the income statementof CHF 0.8 million (previous year: deferred tax income of CHF 1.3 million) and currency translation
adjustements of CHF –0.1 million (previous year: CHF 0.2 million). In the year under review,
deferred tax liabilities were additionnally increased by CHF 0.3 million due to acquisition throughbusiness combinations. There were no acquisitions in line with IFRS 3 in the previous year.
In both years under review, current income taxes of CHF 0.1 million were credited to equity.
No taxes were recognised in the other comprehensive income in both years under review.

120

N O T E S

T O

T H E

C O N S O L I D A T E D

I N C O M E
S T A T E M E N T
I nte r r oll  G R O U P

Adjustment of presentation error of tax accruals from previous years
The Group regularly assesses the tax risks of its subsidiaries. Respective provisions and accruals to cover such risks
were allocated to deferred tax liabilities in the past. This methodology lead to correct accruals and income statements.
However, the presentation in the consolidated statement of financial position lead to a shift from “income tax liabilities”(short term liabilities) to “deferred tax liabilities” (long term liabilities).
The respective values of the previous year have been adjusted in these financial statements. This error in the presentation of the previous year’s statement of financial position had no effect on equity, balance sheet sum nor on thepresented results and is to be regarded as immaterial. The error was never claimed by the previous group auditor. Dueto its immaterial effect, extended disclosure as per IAS 1.39 has been refrained from.
The adjusted presentation lead to the following shift within statement of financial position and income statement:in thousands CHF

31.12.2010
beforeadjustment

1.1.2010

after
adjustment

beforeadjustment

after
adjustment

Deferred tax liabilities

10 5803 130

10 4764 259

other non-current liabilities

12 89812 898

7 747

7 747

Total non-current liabilities

23 47816 02818 22312 006

Current tax liabilities

5 805

13 2556 359

12 576

Other current liabilities

54 52354 52358 08758 087

Total current liabilties

60 32867 77864 44670 663

Total liabilties

83 80683 80682 66982 669beforeadjustment

after
adjustmentin thousands CHF

Current incom tax expense
Deferred income tax expens/(income)
Total income tax expense

2010

6 100

7 333

–97

–1 330

6 003

6 003

121

O T H E R  D I S C L O S UR E S
I nte r r oll gR O U P

8O T H E R D I S C L O S U R E S to the financial statements

8.1

Contingent liabilities and other commitments

The Interroll Group has committed to guarantees versus third party in the amount of CHF 0.5 million which are in relation
with a project settlement. There are no further contingent liabilities in both years under review.

8.2

Related party transactions

Transactions with related parties
Volumein thousands CHF
Purchase of materials
IT Investments/IT Services
Other costs

Open payables

Category

2011

2010

31.12.2011

31.12.2010

a

2 311

3 326

349

605
46

a

614

820

16

a+b

1 154

1 081

16

89

4 079

5 227

381

740

Total purchases

Volumein thousands CHF

Open receivables

Category

2011

2010

31.12.2011

31.12.2010

Sale of material

a

6 675

6 604

1 232

1 054

Other incomeb

Total services

377

446

114

97

7 052

7 050

1 346

1 151

Definition of related parties
The Interroll Group defines and categorises its related parties as following:a) Shareholders of INTERROLL HOLDING LTD. holding more than 3 % of the shareholder capital.
b) Members of the Board of Directors of INTERROLL HOLDING LTD. and legal entities that are directly controlled bythem.
c) Members of the Group Management of Interroll Group and legal entities that are directly controlled by them.
d) Local managing directors as well as people reporting to them (only for substantial transactions).

122

O T H E R  D I S C L O S UR E S
I nte r r oll gR O U P

Total compensation to the Board of Directors
Total compensation in the year 2011 to the Board of Directors of INTERROLL HOLDING LTD. is CHF 0.48 million (2010:
0.48 million). The detailed disclosure on the compensation to and shares owned by the Board of Directors required by
Swiss law are included in the notes to the financial statements of INTERROLL HOLDING LTD.
Total compensation to the Group Managementin thousands CHF

2011

2010

Salaries incl. bonus

3 965

3 910

Post-employment benefits

543

577

Other long term benefits

–

–

676

473

5 184

4 960

Equity based compensation
Total compensation to the Group Management

In the period under review as well as in the previous year no termination pay were executed and no loans were granted.
The detailed disclosure of the compensation and equities held by the Group Management in line with Swiss law (OR)can be found in the notes to the financial statements of INTERROLL HOLDING LTD.

123

O T H E R  D I S C L O S UR E S
I nte r r oll gR O U P

8.3

Subsequent events

The consolidated financial statements for the year 2011 were approved by the Board of Directors on March 5th, 2012
and are subject to further approval by the General Meeting of the Shareholders on May 11th, 2012.
No event has occurred between December 31st, 2011 and March 5th, 2012 which would reqiure adjustment to the carrying amount of the Group’s assets and liabilities as of December 31st, 2011, or would require disclosuere in accordancewith IAS 10.

8.4

Scope of consolidation

Name

Location (country)

Function Owner

Interroll Holding AG

Sant’Antonino (CH)

F

0

CHF

Interroll SA

Sant’Antonino (CH)

P

HD

CHF

100.0

100 %

Interroll (Schweiz) AG

Sant’Antonino (CH)

S

HD

CHF

5 000.0

100 %Interroll Management AG

Sant’Antonino (CH)

F

HD

CHF

100.0

100 %

Interroll Fördertechnik GmbH

Wermelskirchen (DE)

S

DHO

EUR

25.6

100 %

Interroll Engineering GmbH

Wermelskirchen (DE)

P

DHO

EUR

1 662.2

100 %Interroll Automation GmbHSinsheim (DE)

P/S

DHO

EUR

2 000.0

100 %Interroll Holding GmbH

Wermelskirchen (DE)

F

HD

EUR

500.0

100 %

Interroll GmbH

Wermelskirchen (DE)

D

HD

EUR

25.0

100 %

Interroll Trommelmotoren GmbH

Wermelskirchen (DE)

P/S

DHO

EUR

77.0

100 %

Transtechnik GmbH

Wassenberg (DE)

P/S

DHO

EUR

25.6

100 %

Interroll SAS

Saint-Pol-de-Léon (FR)

F

HDE

EUR

2 808.0

100 %Interroll SAS

La Roche sur Yon (FR)

P/S

F

EUR

2 660.0

100 %Interroll SAS

Saint-Pol-de-Léon (FR)

S

F

EUR

61.0

100 %

Interroll Nordic AS

Hvidovre (DK)

S

DKP

EUR

67.1

100 %

Interroll Joki AS, Hvidovre

Hvidovre (DK)

P

HD

EUR

2 013.8

100 %Interroll Ltd.

Corby (GB)

S

HDE

GBP

0.0

100 %

Interroll Engineering Ltd.

Corby (GB)

D

HDE

GBP

0.1

100 %

Interroll España SA

Barbera del Valles (ES)S

HDE/TI

EUR

600.0

100 %

Interroll CZ sro.

Breclav (CZ)

S

HDE

CZK

1 000.0

100 %Interroll Europe BV

Emmeloord (NL)

F

HD

EUR

90.8

100 %

Interroll Polska Sp.z.o.o.

Warszaw (PL)

S

HD

PLZ

100.0

100 %

Interroll Lojistik Sistemleri

Istanbul (TR)

S

HD

TRY

1 000.0

100 %Interroll SA (Proprietary) Ltd.

Johannesburg (ZA)

P/S

HD

ZAR

1 500.0

100 %Share capital in 1 000

Ownershipin %Switzerland
8 540.0

Europe, Africa excl. Switzerland

124

O T H E R  D I S C L O S UR E S
I nte r r oll gR O U P

NameShare capital in 1 000

Ownershipin %Location (country)

Function Owner

Interroll Corporation

Wilmington/N.C. (US)

P/S

HD

USD

65.0

100 %

Interroll Automation LLC

Jeffersonville (US)

P/S

HD

USD

0.1

100 %

Interroll Dynamic Storage Inc.

Hiram/Atlanta (US)

P/S

HD

USD

0.0

100 %

Interroll Canada Ltd.

Aurora (CA)

P/S

HD

CAD

1 720.0

100 %

P/S

HD

CAD

0.1

100 %

Pindamonhangaba/S. Paolo (BR) P/S

E

BRL

1 000.0

100 %Interroll (Asia) Pte. Ltd.

Singapur (SG)

P/S

HDE

SGD

18 625.0

100 %Interroll Suzhou Co. Ltd.

Suzhou (CN)

P/S

SGP

CNY

42 490.2

100 %Interroll Australia Pty. Ltd.

Victoria (AU)

S

HD

AUD

51.2

100 %

Interroll (Thailand) Co. Ltd.

Bangkok (TH)P/S

SGP/HD

THB 100 000.0

100 %Interroll Japan Co. Ltd.

Tokio (JP)

S

HD

JPY

10 000.0

100 %Interroll (Korea) Corporation

Seoul (KR)P/S

SGP/HDKRW 1 500 000.0

100 %AmericasInterroll Components Canada Ltd. Concord (CA)Interroll Logistica Ltda
Asia and PacificFunction:

P = Production, S = Sales, F = Finance, D = dorming

Owner:

HD = INTERROLL HOLDING LTD., HDE = Interroll Europe BV, TI = Interroll SA, DHO = Interroll Holding GmbH, DKP = Interroll Joki AS,
F = Interroll SAS, Saint-Pol-de-Léon, E = Interroll España SA, SGP = Interroll (Asia) Pte. Ltd., Singapur

Movements within the scope of concolidation in 2011
Mid 2011, Interroll founded Interroll Lojistik Sistemleri Tic. Ltd. Sti. which has taken over sales activities for Turkey andthe mid east. In December 2011 Interroll DS Asia Pacific Co. Ltd in Bangkok/Thailand was definitely liquidated.
Movements within the scope of concolidation in 2010
Assets and liabilities of Inroll Ltd., British Virgin Islands, belonging to the scope of consolidation, were merged with Interroll (Schweiz) AG as per June 1, 2010. Inroll Ltd. was thereafter liquidated. Furthermore Interroll Holding A/S has
been merged with its subsidiary Interroll Joki A/S as per end of May 2010. Also Interroll Financial Canada Ltd. in Aurora/
Toronto has been merged with its subsidiary Interroll Components Canada Ltd., Concord/Toronto as per January 1,
2010. Assets of Interroll DS Asia Pacific Co., Thailand were transferred to Interroll (Thailand) Co. Bangkok. Interroll(Malaysia SDN. BHD. has been liquidated in late 2010. Further notes to changes in the consolidation range are disclosed
in note 4.

125

Repo r t of the  G r o u p a u dito r
I nte r r oll  G R O U P

9R eport of the G roup auditor

Repor t of the Statutory Auditor on the Consolidated
Financial Statements to the General Meeting of
S h a r e h o l d e r s o f I N T E R R O L L H O L D I N G LT D . ,Sant’Antonino
As statutory auditor, we have audited the consolidated financial statements of INTERROLLHOLDING LTD, which comprise the balance sheet, income statement, statement of comprehensive income, statement of cash flows, statement of changes in equity and notes (pages 68 to 125),
for the year ended December 31, 2011.
Board of Directors’ Responsibility
The Board of Directors is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with the International Financial Reporting Standards (IFRS)
and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
The Board of Directors is further responsible for selecting and applying appropriate accounting
policies and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements basedon our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards
as well as the International Standards on Auditing. Those standards require that we plan andperform the audit to obtain reasonable assurance whether the consolidated financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers the internal control system relevant to the entity’s preparation and fair presentationof the consolidated financial statements in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theentity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating
the overall presentation of the consolidated financial statements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

126

Repo r t of the  G r o u p a u dito r
I nte r r oll  G R O U P

OpinionIn our opinion, the consolidated financial statements for the year ended December 31, 2011 givea true and fair view of the financial position, the results of operations and the cash flows inaccordance with the International Financial Reporting Standards (IFRS) and comply with Swiss law.
Other Matter
The consolidated financial statements of INTERROLL HOLDING LTD for the year ended December
31, 2010, were audited by another auditor who expressed an unmodified opinion on those statements on March 3, 2011.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight
Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we
confirm that an internal control system exists which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors.
We recommend that the consolidated financial statements submitted to you be approved.
PricewaterhouseCoopers AG

Urs Honegger						Martin Graf
Audit expert							Audit expert

Auditor in charge

Zurich, 5th March 2012127

F i n a n c i a ls t a t e m e n t so f

INTE R R OLL

H OL D IN G
LT D .
C o n t e n t s

Financial statementsof INTERROLL HOLDING LTD.
Contents
1

Financial statements of INTERROLL HOLDING LTD.

130

1.1

Balance sheet

130

1.2

Income statement131

1.3	Statement of changes in equity

131

2

General information to the financial statements

132

2.1

Accounting policies

132

2.2

Principles of valuation

132

3

Notes to the financial statements

133

3.1	Own shares and options

133

3.2

Investments

133

3.3

Loans due from Group companies

134

3.4

Loans due to Group companies

134

3.5

Provision for investment risks

135

3.6	Shareholder equity

135

3.7

136

Contingent liabilities

4	Other disclosures according to Swiss law

137

4.1

Risk assessment

137

4.2

Internal control system

137

4.3

Compensation of and shares held by the Board of Directors

138

4.4

Compensation of and shares held by the Group Management

139

5

Proposed appropriation of available earnings

141

6

Report of the statutory auditor

142

129

F i n a n c i a l
INTE R R OLL

1
1.1

s t a t e m e n t s
H OL D IN G
LT D .

F i n a n c i a l S t a t e m e n t s o f INTE R R OLL H OL D IN G LT D .
Balance sheet

in thousands CHF

see Notes*

31.12.2011

31.12.2010

A S S ET S
Cash and cash equivalents

5753

Accounts receivable from Group Companies

819

429

Other receivables from third party

79

43

17 13824 69818 04125 923

213 169

212 974

Own shares

3.6

Total current assets
Investments
Loans due from Group Companies

11 930

9 505

Total non-current assets

225 099

222 479

Total assets

243 140

248 402

337

231

3.3

E Q U IT Y AN D LIA B ILITIE S
Trade and other accounts payable Group Companies
Trade and other accounts payable from third party

109

79

Accrued Expenses

1 205

864

Total current liabilities

1 651

1 174

Loans due to Group Companies

3.4

2 209

11 929Provision for loan assets and investment risks

3.5

110 771

110 771

Other provisions
Total non-current liabilities

804
123 504

Share capital

3.6

8 540

8 540

Share premium

3.6

19 61619 078

5 209

5 209

21 01827 959General legal reserve
Reserve for own shares

3.6

Available earnings

73 32262 938

Total shareholder’s equity

127 705

123 724

Total liabilities and equity

243 140

248 402* See notes to the financial statements.

130

804
113 784

F i n a n c i a ls t a t e m e n t s
INTE R R OLL
H OL D IN G
LT D .

1.2

Income statementin thousands CHF

2011

2010

Investment income

10 091

5 877

Royalty income

2 654

2 731

Other operating income

728

4 923

Financial income

607

3 603

14 08017 134

Investment expenses–212–18 725

Administration expenses

–385

–339

Personnel expenses–1 685–1 325

Other operating expenses–2 989–2 638

Total income

Financial expenses

–860

–416

Total Expenses–6 131–23 443

Result before income taxes

7 949–6 309

Income tax expenses

–2

–6

7 947

–6 315Reserve forown shares

Available
earnings

Total

32 38664 826

134 309–6 315–6 315Result1.3

Statement of changes in equity

in thousands CHF
as of 1.1.2010

Share capital

12 810* Reserves
fromcapitalcontrib. Legal reserve

19 078

5 209

Result 2010
Reduction of par value–4 270–4 270Change of reservefor own shares
At 31.12.20108 540

19 0785 209–4 4274 427–

27 95962 938

123 724

7 947

7 947

Result 2011
Distribution from approbrationfrom capital contributions–3 966

Appropriation to reserves from
capital contributions*

4 504–3 966–4 504

Change of reservefor own shares
At 31.12.2011

8 540

19 6165 209––6 941

6 941–

21 01873 322

127 705* The amount of reserves from capital contributions has not yet been confirmed by the Swiss Federal Tax Authorities.

131G e n e r a l
i n f o r m a t i o nt oINTE R R OLL
H OL D IN G
LT D .

2t h e

f i n a n c i a ls t a t e m e n t s

 e n e r a l i n f o r m at i o n t o t h e f i n a n c i a lGs tat e m e n t s

2.1

Accounting Policies

Current/Non-current distinction
Current assets are assets expected to be realised or consumed in the normal course of theCompany’s operating cycle or assets held for trading purposes. All other assets are classified as
non-current assets.
Current liabilities are liabilities expected to be settled by use of cash generated in the normal
course of the Company’s operating cycle or liabilities due within one year from the reporting date.
All other liabilities are classified as non-current liabilities.
Foreign currency translation
Transactions in foreign currencies are recorded using exchange rates prevailing at the time of thetransaction. Gains or losses arising on settlement of these transactions are included in the current
year’s income under financial income and financial expenses respectively. Monetary assets andliabilities denominated in foreign currencies are translated using the exchange rates prevailing at
the balance sheet date. Any gains or losses resulting from this translation are also included in
the current year’s income, except for unrealised gains which are deferred.

2.2

Principles of valuation

Cash and cash equivalents, Accounts receivable and payable
Cash and cash equivalents are stated at nominal value. Accounts receivable are stated at nominal
value less any valuation adjustment for credit risks. Accounts payable are stated at nominal
value. Accounts receivable from Group companies arise from services provided by INTERROLLHOLDING LTD. and related interest and royalties billed. These services are recognised on an
accrual basis.
Own shares and options
Own shares and options to buy own shares are stated at the lower of cost and fair value.
Loans
Non-current loans receivable are stated at nominal value less any valuation adjustments deemednecessary to reflect the credit risk. Non-current loans payable are stated at nominal value.
Investments
Investments are stated at cost less any valuation adjustments deemed necessary to recognisea decline other than temporary in value (impairment). Additional provisions are recognised for general investment risks.
Accrued expenses
Accrued expenses primarily relate to interest due on loans payable stated at nominal value and to
accruals for the compensation of the Board of Directors.
132N o t e s

3
3.1

t o

t h e
F i n a n c i a ls t a t e m e n t s
INTE R R OLL
H OL D IN G
LT D .

N o t e s t o t h e F i n a n c i a l s tat e m e n t s
Own shares and options

In the year under review, the Company sold 12 713 own shares at an average price of CHF 395(previous year: 6 085 shares at an average price of CHF 356). In the year under review, thecompany acquired 3 149 Aktien (none in the previous year). At year end 2011, the company held
60 099 own shares with a carrying amount of CHF 21.0 million (2010: 74 400 own shares with acarrying amount of CHF 24.7 million). There is a reserve for own shares equal to the original cost of
CHF 21.0 million (previous year: CHF 24.7 million). In the year under review, 45 965 own sharesare reserved to cover the management share option plan (at end of 2010, 52 965 were reserved
for such purpose, see note 7.1 of the consolidated financial statements). In the year under review
2 653 shares (2010: none) were sold at the strike price of CHF 323 out of the share option plan.
2 084 shares (previous year: 1 740) with a carrying value of CHF 0.7 million (previous year:
CHF 0.5 million) were attributed to employees.

3.2

Investments

An overview on the material either directly or indirectly held investments can be found in the Notes
to the consolidated statements of the Interroll Group (see “8.4 – Scope of consolidation”).

133

N o t e s
t o
t h e
F i n a n c i a l
INTE R R OLL
H OL D IN G
LT D .

3.3

s t a t e m e n t s

Loans due from Group companies

The interest rates used were the following:

lowesthighestIn the year 2011

0.00 %

6.00 %In the year 2010

0.00 %

6.00 %The loans due from Group companies are normally redeemable with a notification period of threemonths. As of year end, the total outstanding group loans amounted to CHF 11.9 million (2010:
CHF 9.5 million). For CHF 2.8 million (previous year: CHF 4.2 million) a valuation allowance has
been accounted for.

3.4

Loans due to Group companies

The following interest rates were used:lowesthighestIn the year 2011

0.00 %

5.50 %In the year 2010

0.00 %

5.00 %The loans due to Group companies are normally redeemable with a notification period of threemonths. As of year end 2011, the total outstanding group loans amounted to CHF 2.2 million(2010: CHF 11.9 million).

134

N o t e s

3.5

t o

t h e
F i n a n c i a ls t a t e m e n t s
INTE R R OLL
H OL D IN G
LT D .

Provision for investment risks

During the year 2003 as well as in 2008, the Group implemented internal changes in the financing
structure that generated an unrealised capital gain. Therefore the Company created a provision
for investment risks that relates to investments in and loans due from group companies. Thereby, it
is ensured that the amount of shareholders’ equity presented of the parent company appears reasonable compared to the consolidated shareholders’ equity.

3.6

Shareholder equity

Composition of the share capital
The share capital consists of 854 000 fully paid-in registered shares with a par value of CHF 10.00
each (previous year: CHF 10.00). Each share entitles to equal dividend and voting rights.
Significant Shareholders (at least 3 % of the share capital)
The following table shows the number of shares held by the most significant shareholders as wellas their participation in percent.
31.12.2011

31.12.2010

Number ofsharesparticipationin %Number ofsharesparticipationin %D. Specht and family

108 845

12.75

108 645

12.72

B. Ghisalberti/E. Moreschi and family

112 743

13.20

112 743

13.20

N. Axmann and family

39 017

4.57

39 017

4.57

Sarasin Investmentfonds AG

83 594

9.79

85 215

9.98

Corisol Holding AG

22 013

2.58

43 832

5.13

Public (floating)487 78857.12

464 548

54.40

Total

854 000

100.00854 000

100.00Shareholder/Shareholder Group

Reserves from capital contributions (share premium)
In connection with the capital increase due to the initial public offering in 1997, the company
received a share premium of CHF 28.5 million. The transaction cost of the initial public offering  
(CHF 9.4 million) was deducted from this amount. In the year 2011, CHF 4.0 million was takenout of reserves from capital contribution and distributed to the share holders. CHF 4.5 million wasreclassified from retained earnings to reserves from capital contribution. This appropriation ofreserves has not yet been confirmed by the Swiss tax authorities.
Reserve for own shares
The reserve for own shares equals the purchase price of own shares held as of balance sheet date (see note 3.2).

135

N o t e s
t o
t h e
F i n a n c i a l
INTE R R OLL
H OL D IN G
LT D .

3.7

s t a t e m e n t sContingent liabilities

INTERROLL HOLDING LTD. has issued a guarantee for an existing shared credit facility in theamount of CHF 42 million in favour of Interroll (Schweiz) AG.
In addition, INTERROLL HOLDING LTD. issued letters of continuing financial support in favour ofthe following Group companies:
Country

Company

Germany

Interroll Automation GmbH, Sinsheim (DE)FranceInterroll SaS, La Roche sur Yon (FR)Switzerland

Interroll (Schweiz) AG, Sant’Antonino (CH)

CanadaInterroll Canada Ltd., Aurora (CA)Interroll Components Canada Ltd., Concord (CA)INTERROLL HOLDING LTD. carries joint liability in respect of the federal tax authorities for value
added tax debts of all Swiss subsidiaries.

136

O t h e r

44.1

d i s c l o s u r e s

a c c o rd i n g
INTE R R OLLt o
S w i s s
H OL D IN G

l a w
LT D .

O t h e r d i s c l o sur e s a c c o rd i n g
t o S w i ss l a w
Risk assessment

The risk management coordinates and aligns the risk management processes and reports to
the Board of Directors on a regular basis on risk assessment and risk management. Organizational
and process measures designed to identify and mitigate risks at an early stage have been assessed to be satisfactory by the Board of Directors.

4.2

Internal control system

The Board of Directors and management of the Group are responsible for establishing andmaintaining adequate internal control over financial reporting. INTERROLL HOLDING LTD.’s andthe Interroll Group’s internal control system was designed to provide reasonable assurance tothe Interroll Group’s management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of its published consolidated financial statements.
All internal control systems no matter how well designed have inherent limitations. Therefore,
even those systems determined to be effective may not prevent or detect misstatements and canprovide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the riskthat controls may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.
Interroll Group management assessed the effectiveness of the Group’s internal control overfinancial reporting as of December 31, 2011. Based on its assessment, management has
concluded that, as of December 31, 2011, the Interroll Group’s internal control over financial
reporting was effective based on those criteria (see notes to the consolidated financials
statements “3 – Risk Management”).

137

O t h e r
d i s c l o s u r e s
INTE R R OLL
H OL D IN G

4.3

a c c o rd i n g
LT D .

t o

S w i s sl a w

Compensation of and shares held by the Board of Directors

Compensation and shares held by the Board of Directors
The compensation of the members of the Board (BoD) and the shares held by them at year end are disclosed
in accordance with the Swiss Code of Obligations 663bis and 663c. The total compensation amounted to:in thousands CHF

Cash

Shares/
Options

SocialSecurity* Other Benefits

Total
Compensation

Shares held
as of 31.12.

Voting Rights
in %Kurt Rudolf
2011

P, CC

150

17

167

800

0.11

2010

P, CC

150

17

167

800

0.12

2011

VP

75

12

87

60

0.01

2010

VP

75

12

87

60

0.01

2011

AC

50

7

57

20

0.00

2010

AC

50

7

57

20

0.00

Urs Tanner

Paolo Bottini

Philippe Dubois
2011

AC

50

7

57

100

0.01

2010

AC

50

7

57

100

0.02

Horst Wildemann
2011

CC

50

6

56

–

0.00

2010

CC

50

6

56

–

0.00

2011

50

7

57

112 743

14.97

2010

50

7

57

112 743

17.42

2011

–

–

–

108 845

14.45

2010

–

–

–

108 645

16.79

Marco Ghisalberti

Ingo Specht

Total Board of
Directors
2011

425

–

56

–

481

222 568

29.56

2010

425

–

56

–

481

222 368

34.36

P : Chairman of the BoD
AC :Audit Committee
VP : Vice Chairman of the BoD CC :Compensation Committee* Social Security costs consist of employers- and employees contributions to the state run Swiss social security system.

Options held by the Board of Directors
The Board of Directors does not hold any options to buy shares of INTERROLL HOLDING LTD.

138

O t h e r

4.4

d i s c l o s u r e s

a c c o rd i n g
INTE R R OLLt o
S w i s s
H OL D IN G

l a w
LT D .

Compensation of and shares held by the Group Management

Total compensation of the Group Management
The compensation of the members of the Group Management and the shares held by them at year end are disclosed
in accordance with the Swiss Code of Obligations 663bis and 663c. The total compensation amounted to:

Remuneration (net)

Equity based compens.

fixvariable*

Shares**

Options

SocialSecurity

Other
Benefits

Total
Compensation

2011

595

867

315

–

456

41

2 274

2010

595

826

273

–

387

41

2 122

2011

1 468

624

234

–

337

71

2 734

2010

1 589

532

80

–

500

74

2 775

2011

2 063

1 491

549

–

793

112

5 008

2010

2 184

1 358

353

–

887

115

4 897

CEO (highest)

Other members

Total GroupManagement*

The difference between provisions made in the previous year and the actually paid-out bonuses is netted with the variable compensation planned for the year underreview.
** In the period under reivew 1 550 (previous year: 1 550) own shares were attributed. 1 200 of the shares (previous year: 1 550 shares) may not be sold for a period of five
years as of grant date (previous year: five years). Share based payments correspond to tax values.

Despite the new Group organisation effective as from 1.1.2011 and the related changes in Group Management, the totalcompensation to the Group Management has not materially changed to the previous year. The fixed portion of thecompensation of the existing members of the Group Management remained unchanged and the variable portion did
only change immaterially.
Explanation to the calculation methods and further notes to the total compensation
The calculation method according to IFRS deviates in two points from the calculation method applied for the compensation as per Swiss law, OR 663bis and 663c:a) The compensation for business cars results from all amounts recognized in the income statement including
depreciation/leasing instalments. According to Swiss law, 0.8 % per month based on the acquistion value of the cars
has been considered.
b) According to IFRS share-based payments are based on their market value at grant date. Granted shares arevaluated at market value according to Swiss law (OR). This value is reduced depending on the agreed blocking
period on these granted shares.
The difference of total compensation between the two methods of CHF 0.18 million (previous year: CHF 0.16 million)
is made up by business cars (CHF 0.05 million, previous year: CHF 0.04 million) and by share based payments(CHF 0.13 million, previous year: CHF 0.12 million).

139

O t h e r
d i s c l o s u r e s
INTE R R OLL
H OL D IN Ga c c o rd i n g
LT D .

t o

S w i s sl a w

Shares and options held by the Group Management
Shares and options owned by the members of Group management and their related parties were the following:
Shares as of 31.12.

Paul Zumbühl

Options as of 31.12.

2011

2010

2011

2010

12 598

11 39810 000

10 000Jürg Häusermann

950

950

3 340

3 340

Dr. Ralf Garlichs

–

–

2 500

2 500

Dr. Christoph Reinkemeier

–

n/a

–

n/a

Jens Karolyi

–

n/a

–

n/a

2 036

n/a

1 800

n/a

Kwang-Heng Seng

220

220

1 200

1 200

Dr. Heinrich Droste

n/a

532

n/a

2 970

Tim McGill

Didier Lermite
Total

n/a

–

n/a

2 970

15 80413 10018 84022 980Dr. Heinrich Droste and Didier Lermite have left the Group Management with the introduction of the new organisational
structure of the Interroll Group.

140



5

P r o p o s e da ppr o pr i a t i o no fa v a i l a b l ee a r n i n g s
INTE R R OLL
H OL D IN G
LT D .

 r o p o s e d a ppr o pr i a t i o n o f a v a i l a b l ePe a r n i n gs

Appropriation of available earnings
The Board of Directors proposes to the general assembly to appropriate the available earnings as
per end of the year under review as follows:in thousands CHF

2011

2010

Result7 947–6 315

Available earnings carried over from previous year

62 93864 826

Change of reserve for own shares

6 941

4 427

Appropriation to reserves from capital contributions–4 504–To be carried forward

73 32262 938Proposed distribution out of reserves from capital contributions
The Board of Directors proposes to the general assembly the distribution of reserves from capital
contributions of CHF 7.00 per share (previous year: CHF 5.00). If the distribution is approved, therespective settlement will be processed in the subsequent week to the general assembly 2012.
in thousands CHF

2011

2010

19 07819 078

Appropriation from available earnings*

4 504

–

Distribution of CHF 5.00 in the year 2011

–3 966–

Distributable reserves from capital contributions

19 61619 078Available capital contributions carried over from previous year

Proposed distribution of CHF 7.00 per share in 2012**–5 558–Reserves from capital contributions to be carried forward

14 05819 078*The appropriation to reserves as well as the total balance from capital contributions has not yet been confirmed by the Swiss Tax

Authorities.
** All shares held by Interroll Holding AG or by its subsidiaries neither have voting- nor dividend rights. The number of shares entitledto dividends may increase or decrease due to the exercise of options or changes in the number of own shares held. The maximum numberof shares entitled to dividends is 854 000. Accordingly the maximum amount of distribution is CHF 5.98 million. Disclosed proposed
distribution is based on oustanding shares as per 5th March 2012.

141

R e p o r t
o fi n t e rr o l lt h es t a t u t o r y
h o l d i n g
l t d .

6

a u d i t o r

R e p o r t o f t h e s t a t u t o ry a ud i t o rRepor t of the Statutor y Auditor on the Financial
Statements to the General Meeting of Shareholders of
INTE R R OLL H OL D IN G LT D , S a n t ’ A n t o n i n oReport of the statutory auditor on the financial statements
As statutory auditor, we have audited the financial statements of INTERROLL HOLDING LTD,
which comprise the balance sheet, income statement, statement of changes in equity and notes(pages 130 to 141), for the year ended December 31, 2011.
Board of Directors’ Responsibility
The Board of Directors is responsible for the preparation of the financial statements in accordancewith the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the
preparation of financial statements that are free from material misstatement, whether due tofraud or error. The Board of Directors is further responsible for selecting and applying appropriate
accounting policies and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Thosestandards require that we plan and perform the audit to obtain reasonable assurance whether
the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers the internal control
system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the entity’s internal control system. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of accounting estimates
made, as well as evaluating the overall presentation of the financial statements. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.

142

R e p o r t

o f

t h e
s t a t u t o r ya u d i t o r
i n t e rr o l l
h o l d i n g
l t d .

OpinionIn our opinion, the financial statements for the year ended December 31, 2011 comply with
Swiss law and the company’s articles of incorporation.
Other Matter
The financial statements of INTERROLL HOLDING LTD for the year ended December 31, 2010,
were audited by another auditor who expressed an unmodified opinion on those statements on
March 3, 2011.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight
Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890,
we confirm that an internal control system exists which has been designed for the preparation offinancial statements according to the instructions of the Board of Directors.
We further confirm that the proposed appropriation of available earnings complies with Swisslaw and the company’s articles of incorporation. We recommend that the financial statements
submitted to you be approved.
PricewaterhouseCoopers AG

Urs Honegger						Martin Graf
Audit expert							Audit expert
Auditor in charge

Zurich, 5th March 2012143

Interroll Holding Ltd.
Via Gorelle 36592 Sant’Antonino, Switzerland
Tel. +41 91 850 25 25
Fax +41 91 850 25 05
www.interroll.com
www.interroll.com/ir (Investor Relations)Contact

Paul Zumbühl
CEOTel. +41 91 850 25 25
investor.relations@interroll.com

Impressum
Concept and coordination:
Interroll Holding Ltd., Investor Relations
Layout/DTP:
Victor Hotz AG, Corporate Publishing & Print, S­ teinhausenThis annual report is also available in German.
The German version is binding.