Annual Report 2012                     Gurit Annual Report 2012                                                           ...
imprint                                                                                    gurit holding Ag, Wattwil, swit...
table OF cOntents             OrganizatiOn page 02             Facts at a glance page 03             investOr relatiOns pa...
gurit annual repOrt 2012             OrganizatiOn             page 2             OrganizatiOn             Board and Group ...
gurit annual repOrt 2012                                                                                                  ...
gurit annual repOrt 2012             investOr relatiOns             page 4             investOr relatiOns             Comp...
gurit annual repOrt 2012                                                                                                  ...
gurit annual repOrt 2012             letter tO sharehOlders             page 6             tOWards the Future OF cOMpOsite...
gurit annual repOrt 2012                                                                                                  ...
G             ­ urit­annual­report­2012             letter­to­shareholders             paGe­8             the prior year. ...
gurit annual repOrt 2012                                                                                                  ...
Gurit differentiates itself with a comprehensive product offering Wind energy                                             ...
gurit annual repOrt 2012                                                                                                  ...
Gurit is globally the largest independent, fully integrated, and tOOling                                                  ...
gurit annual repOrt 2012                                                                                                  ...
Gurit is a world-wide leading composite materials supplier transpOrtatiOn                                           for ai...
gurit annual repOrt 2012                                                                                                  ...
Gurit has been at the forefront of composite technology de- industrial                                                 vel...
gurit annual repOrt 2012                                                                                                  ...
Combining its world-wide structural engineering teams and engineered                                                  prot...
gurit annual repOrt 2012                                                                                                  ...
Gurit annual report 2012             Corporate GovernanCe             paGe 20             Corporate GovernanCe            ...
Gurit annual report 2012                                                                                                  ...
Gurit annual report 2012             Corporate GovernanCe             paGe 22             Gurit Board of Directors        ...
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Gurit Annual Report 2012

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gurit – delivering the future of composite solutions. We specialize in advanced
composite materials, production tools, components, and engineering services
for demanding industries such as wind energy, aerospace, rail, automotive,
marine, civil engineering, architecture, ocean energy, agriculture and new appli-
cations where materials such as metal, wood or concrete are being replaced by
engineered, durable and lightweight composite solutions. Our complete materi-
als offering comprises glass, carbon, and aramid fibre prepregs, structural foam
and balsa wood core materials, gel coats, adhesives, resins, and consumables.
Our components business includes large-scale tooling moulds, rapid prototyping
and the manufacture of certain finished parts. Our engineering services combine
an unparalleled know-how in materials manufacturing, composite processing, and
structural engineering with a high responsiveness based on our global presence.

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Gurit Annual Report 2012

  1. 1. Annual Report 2012 Gurit Annual Report 2012 delivering the future of composite solutionsGurit Holding AGEbnater Strasse 79CH-9630 Wattwilwww.gurit.com
  2. 2. imprint gurit holding Ag, Wattwil, switzerland c/o gurit services Ag, schaffhauserstrasse 339, ch-8050 Zürich Bernhard Schweizer, Group Communications / Investor Relations pictures: Photo archives of Gurit companies; (10) iStock photo; (14) Aston Martin Lagonda; (18) arripay, published on Flickr under Creative Commons license by attribution / non commercial; (6, 32, 35, 36) Christian Höfliger printing: Neidhart + Schön AG, Zurich This Annual Report contains forward-looking statements that include risk and uncertainties regarding the future global developments that cannot be influenced by the Company.gurit – delivering the future of composite solutions. We specialize in advancedcomposite materials, production tools, components, and engineering servicesfor demanding industries such as wind energy, aerospace, rail, automotive,marine, civil engineering, architecture, ocean energy, agriculture and new appli-cations where materials such as metal, wood or concrete are being replaced byengineered, durable and lightweight composite solutions. Our complete materi-als offering comprises glass, carbon, and aramid fibre prepregs, structural foamand balsa wood core materials, gel coats, adhesives, resins, and consumables.Our components business includes large-scale tooling moulds, rapid prototypingand the manufacture of certain finished parts. Our engineering services combinean unparalleled know-how in materials manufacturing, composite processing, andstructural engineering with a high responsiveness based on our global presence.
  3. 3. table OF cOntents OrganizatiOn page 02 Facts at a glance page 03 investOr relatiOns page 04 letter tO sharehOlders page 06 Wind energy page 10 tOOling page 12 transpOrtatiOn page 14 industrial and Marine page 16 engineered structures page 18 cOrpOrate gOvernance page 20 reMuneratiOn repOrt page 28 Financial repOrt page 31 addresses page 72339.indd 1 11.03.2013 09:16:50
  4. 4. gurit annual repOrt 2012 OrganizatiOn page 2 OrganizatiOn Board and Group Management Board of Directors of Gurit Holding AG Peter Leupp, Chairman of the Board Robert Heberlein, Chairman of the Audit and Corporate Governance Commmittee Nick Huber, Chairman of the Compensation and Nomination Committee Urs Kaufmann, Member Peter Pauli, Member Group Management Rudolf Hadorn, CEO (as per December 31, 2012) Markus Knüsli Amacker, CFO Damian Bannister, Director Innovation, Products, and Solutions Binjiang (“Bing“) Chen, General Manager Tooling Rudolf Gerber, General Manager Wind Energy Graham Harvey, General Manager Engineered Structures Kees Reijnen, General Manager Transportation Paul Goddard, General Manager Marine (ad interim) Group Management Rudolf Hadorn, CEO and General Manager Gurit Composite Systems and Engineering (as from February 1, 2013) Markus Knüsli Amacker, CFO Stefan Gautschi, General Manager Gurit Composite Materials Damian Bannister, Chief Technology Officer Auditors PricewaterhouseCoopers AG, Zurich OrganizatiOnal chart (as per December 31, 2012) Chief Executive Officer Rudolf Hadorn Finance Corporate Functions Chief Financial Officer Markus Knüsli Amacker Wind Energy Tooling Transportation Marine Engineered Structures Innovation, Products, General Manager General Manager General Manager General Manager General Manager and Solutions Rudolf Gerber Bing Chen Kees Reijnen Paul Goddard Graham Harvey Director Dr. Damian Bannister OrganizatiOnal chart (as from February 1, 2013) Chief Executive Officer Rudolf Hadorn Composite Materials Composite Systems and Engineering General Manager General Manager Stefan Gautschi Rudolf Hadorn Chief Technology Officer Chief Financial Officer Dr. Damian Bannister Markus Knüsli Amacker339.indd 2 11.03.2013 09:16:50
  5. 5. gurit annual repOrt 2012 Facts at a glance page 3 Facts at a glance Amounts in million CHF 2012 2011 +/– % Net sales 351.0 344.7 1.8% EBITDA 36.6 44.8 – 18.4% EBITDA margin 10.4% 13.0% – EBIT 13.9 31.0 – 55.2% EBIT margin 4.0% 9.0% – Operational EBIT* 26.9 27.6 – 2.6% Operational EBIT margin 7.7% 8.0% – Profit for the year 13.7 22.3 – 38.5% Return on net assets (RONA) 3.6% 7.6% – Net cash flow from operating activities 48.3 – 2.5 – Capital expenditures 6.0 10.1 – 40.4% Net debt / (net cash) – 6.0 32.6 – Equity in % of total assets 70.5% 53.5% – Number of employees at December 31 1 733 2 182 – 20.6% Earnings per bearer share CHF 29.39 CHF 47.83 – 38.6% Distribution per bearer share (proposed / resolved) CHF 15.00 CHF 15.00 – Market capitalization at December 31 168.7 191.1 – 11.7% * Operational EBIT Operating profit 12.7 28.1 Less: other operating income – 1.6 – 3.2 Less: non-recurring expenses 3.7 0.9 Less: impairment, net of reversals 10.7 1.8 Less: inventory impairment from restructuring 1.4 – = Operational EBIT 26.9 27.6 sales 2012 sales 2012 sales 2012 by Markets by regiOn OF destinatiOn by prOduct categOry Engineered Structures Wind Energy Rest of the World Europe Prepreg 1.1% (0.9%) 58.3% (57.1%) 5.7% (5.1%) 47.0% (43.2%) 55.9% (44.1%) 16.4% (14.5%) Others Industrial and 14.5% (18.7%) Marine Core Material Transportation 18.7% (25.7%) 17.1% (15.0%) Americas 31.2% (21.3%) Tooling 7.1% (12.5%) Asia Formulated 16.0% (30.4%) 10.9% (11.5%) (Prior year period) (Prior year period) (Prior year period)339.indd 3 11.03.2013 09:16:54
  6. 6. gurit annual repOrt 2012 investOr relatiOns page 4 investOr relatiOns Company capital: important dates: The share capital of Gurit Holding AG consists of: April 9, 2013 Annual General Meeting Press release on Q1 sales 240 000 registered shares August 23, 2013 Half-year report 2013 at CHF 10.00 par value security number 185 039 Analyst/Media conference 420 000 bearer shares October 25, 2013 Press release on Q3 sales at CHF 50.00 par value security number 801 223 End of Jan. 2014 Press release on FY 2012 sales Par value adjusted to CHF 50, this results arithmetically in a total of 468 000 shares. March 14, 2014 Presentation full-year results 2013; Analyst/Media conference stock market trading: Publication of Annual Report The Gurit bearer shares are listed on SIX Swiss Exchange. April 10, 2014 Annual General Meeting Prices are published in the Swiss daily and financial press as well as in electronic price information systems under The key dates are continuously updated at the following symbols or numbers: http://investors.gurit.com/default.aspx Bearer share: Reuters GUR.S internet/e-mail: Telekurs GUR Further information about Gurit can be found at Security number 801 223 www.gurit.com ISIN CH0008012236 To obtain a subscription to the Group’s news service, please register in the investor relations section of the Gurit website at http://investors.gurit.com/news-alert-subscription.aspx Key figures per bearer share Gurit Holding AG 2012 2011 2010 2009 2008 Price at year-end CHF 360.50 CHF 408.25 CHF 573.00 CHF 580.00 CHF 450.00 Highest price CHF 545.00 CHF 688.00 CHF 629.00 CHF 728.00 CHF 1 119.00 Date 23.4.2012 21.4.2011 12.4.2010 29.9.2009 3.1.2008 Lowest price CHF 360.00 CHF 361.00 CHF 406.25 CHF 246.00 CHF 340.00 Date 21.12.2012 12.9.2011 31.8.2010 9.3.2009 20.11.2008 Earnings per share CHF 29.39 CHF 47.83 CHF 53.45 CHF 44.87 CHF 36.81 Gross dividend – – – CHF 15.00 CHF 13.00 Distribution out of reserves from capital contributions CHF 15.00 CHF 15.00 CHF 15.00 – – taxable values of traded securities 31.12.2012 31.12.2011 31.12.2010 31.12.2009 31.12.2008 Bearer shares CHF 50 CHF 360.50 CHF 408.25 CHF 573.00 CHF 580.00 CHF 450.00339.indd 4 11.03.2013 09:16:54
  7. 7. gurit annual repOrt 2012 investOr relatiOns page 5 stOck price chart Gurit bearer shares and respective indices Share price in CHF 800 GURIT (GUR) SPI rebased on GUR share price RENIXX rebased on GUR share price 700 600 500 400 300 200 100 Mar 12 Apr 12 Sept 12 Oct 12 Dec 12 Mar 13 Jan 12 May 12 June 12 July 12 Nov 12 Jan 13 Aug 12 Feb 12 Feb 13 0 Source: Thomson Reuters Datastream: Gurit; SPI; Volumes; IWR Internationales Wirtschaftsforum Regenerative Energien: RENIXX Trading volumes in Gurit bearer shares Daily volume 12 000 10 000 8 000 6 000 4 000 2 000 Jan 12 Feb 12 Mar 12 Apr 12 May 12 June 12 July 12 Aug 12 Sept 12 Oct 12 Nov 12 Dec 12 Jan 13 Feb 13 Source: Thomson Reuters Datastream339.indd 5 11.03.2013 09:16:58
  8. 8. gurit annual repOrt 2012 letter tO sharehOlders page 6 tOWards the Future OF cOMpOsite sOlutiOns Dear Shareholders Gurit performed very well during the first three quarters of the year 2012 but witnessed a strong decline in demand in the Wind Energy market in the fourth quarter. The Group made important steps towards future growth in its existing and in additional markets for composite materials and solutions. Gurit’s new Group Organization will provide a strong foundation for these efforts in 2013. strategy paves ground for future growth As lightweight, high-performance composites are finding their way into a growing array of industries, Gurit maintained its focus on established customers and target markets and intensified the strategic process initiated in 2011 with the formation of the Engineered Structures business unit: New avenues for future growth were evaluated. The use of Gurit’s comprehensive composite materials range in newly emerging industries or in applications which are now converting from traditional materials to versatile composites together with newly arising engineering and parts manufacturing opportunities will create future growth. These prospects will also help re-balance the dominant sales contribution of the Wind Energy market to Group sales, which is attractive in the long-term but volatile in the short-term. Double-digit sales growth in all non Wind Energy related markets In 2012, Gurit achieved strong, double-digit sales increases in all target markets except the ones serving the global wind energy industry. In Transportation, Gurit continued to gradually grow sales in Aerospace and dynamically expanded its Automotive parts business. Industrial and Marine saw rising activity in the superyacht and race boat busi- ness and a significant increase of material sales for new industrial composite applications. Engineered Structures, too, expanded both its engineering consultancy and its components manufacturing business. In the three quarters of the year, Wind Energy sales were growing strongly, too. They benefitted from strong American demand in wind energy for composite materials in general and for carbon fibre prepregs in particular. This demand, however, came to an abrupt halt towards year-end as the US production tax credits – a major subsidy – were not yet extended. Eventually renewed, they are certainly a silver lining on the horizon for the American market for the remainder of the current year. The sharp decline towards the end of 2012, however, called for restructuring measures in the Canadian and due to the market decline also in the Chinese wind energy prepreg plants in the last quarter. The almost exclusively wind energy related sales in Tooling remained low throughout the year reflecting primarily the hesitant investment mood on the Chinese market for new blade model tooling. Overall, Group sales reached CHF 351.0 million in 2012. In reported Swiss francs, this represents an increase of 1.8%, or at constant 2012 translation rates, a decline of 2.1%. Rudolf Hadorn Chief Executive Officer Peter Leupp Chairman of the Board of Directors339.indd 6 11.03.2013 09:17:06
  9. 9. gurit annual repOrt 2012 letter tO sharehOlders page 7 operational EBit margin just short of longer-term 8 to 10% target level Gurit’s longer-term operating profit target remains unchanged at 8 to 10% of sales. For 2012, the operational EBIT margin excluding all net one-off effects (“the operational EBIT”) almost reached this level with 7 .7%. To counteract the sharp demand decline in Wind Energy towards year-end, Gurit was forced to implement restructuring measures and mothballed its prepreg production in Canada and China and reduced its work-force by around 150 people. The resulting restructuring charges of CHF 12 million, mainly due to the impairment of fixed assets and inventory, was the main reason for the decrease of the operating profit to CHF 12.7 million or 3.6% of net sales. After lower financial expenses and an income tax credit resulting from the release of a CHF 11.9 million deferred tax liability at the holding company level, the profit for the year amounted to CHF 13.7 million. This equals CHF 29.39 per listed bearer share after CHF 47 recorded a year ago. .83 strong cash flow from operations, net cash position, and solid balance sheet Gurit generated a strong cash flow from operating activities of CHF 48.3 million after recording a negative cash flow of CHF 2.5 million for the prior year. This improvement was largely attributable to a reduction in working capital due to better collection of accounts receivable and lower sales levels towards year-end. Group-wide capital expenditures amounted only to CHF 6.0 million: Apart from maintenance capital expenditures, 2012 saw the investments into a new factory for glued balsa blocks in Ecuador and capacity increases in the Automotive parts production in the UK. The plant in the UK will see yet another doubling expansion in 2013. Gurit closed the books with cash and cash equivalents of CHF 37 million, a net cash position of CHF 6.0 million and a healthy balance sheet featuring an equity ratio of 70.5% – up from 53.5% a year ago. Developments by target market Wind Energy reports a sales increase of 4.0% to CHF 204.6 million and thus accounted for 58.3% of Group sales. In the first half-year, sales dynamically increased by 34.0%, boosted by strong demand in the Americas for Gurit’s innovative carbon prepregs. In contrast, the global demand for glass fibre prepregs continued to decline, affecting particularly sales to European customers. The Asian wind energy market suffered from over-capacities both at blade makers and materials suppliers and from the resulting price competition. Even so, Gurit continued to invest in its materials offering, addressing key issues of the industry. Gurit successfully positioned itself as the world-wide leading carbon fibre prepreg specialist. Carbon fibre prepregs are an ideal solution for ultra-light and/or ultra-long blades espe- cially. New developments launched to the market included VelinoxTM, a low-exotherm resin system developed for the manufacture of thick laminates in shorter cycle times. The new AirstreamTM coating also addresses the efficient manufacture of thick, low-void structures at ambient temperatures of up to 35 °C without requiring time-consuming de-bulking steps. Gurit has also developed next-generation PET and balsa wood core materials that feature low resin uptake, just like CoreCell. With these market-leading and enabling improvements, Gurit continues to drive innovation in Wind Energy. Tooling was confronted by low demand for new moulds for wind energy turbine blades, both from the local Chinese and the global export markets, especially India. Sales declined by 42.3% to CHF 24.9 million compared with the prior year and contributed 7 .1% to Group sales. As the globally largest independent and fully integrated leader in blade moulds, Gurit is now starting to offer its tools also for additional applications beyond the wind energy market. First plugs and moulds for carbon fibre spars and composite boat hulls have been produced. In addition, Gurit has entered into a co-operation with Hawart Sondermaschinenbau, Germany, for the manufacture of blade and turbine tower seg- ment transportation racks and the supply of hinge systems. Transportation signed new long-term materials supply agreements for all Airbus aircraft including the flagship A380, the new extra-wide body plane A350 and the Neo generation of the A320 craft. A specialist in interiors, Gurit is pro- gressively moving towards structural applications. Besides Airbus, Gurit is gradually expanding its Aerospace business with smaller and non-commercial aircraft manufacturers. Sales to transportation customers rose by 16% to CHF 60.1 million. This equates to 17 .1% of Group sales. The lion’s share of this increase was attributable to the rapidly rising sales Gurit achieved in its Automotive parts business. Sales to the Automotive industry rose by 76.4% compared with339.indd 7 11.03.2013 09:17:08
  10. 10. G ­ urit­annual­report­2012 letter­to­shareholders paGe­8 the prior year. This increase was supported by winning new customers, additional car models, and through a higher share of materials per vehicle. What is more, the development of new composite materials with high-temperature resistance allows the finished components to be painted in the OEM’s standard paint shop. The newly developend press technology paves the way for larger production runs and and is expected to drive growth and market interest in the future. Gurit is committed to accommodate growth in this market with a next capacity expansion of the automo- tive parts production site in 2013. Industrial and Marine sales grew strongly by 15.7% over last year to CHF 57 million which equates to 16.4% of .6 Group sales. Interesting projects in the global race boat and superyacht markets and renewed momentum in Europe supported sales, while the American, Asian, and Pacific marine markets did not fully meet expectations. Most of the year-over-year sales increase relates to non-marine applications, showing that Gurit is sucessfully addressing a growing range of new industrial markets and composite applications. Engineered Structures reports 19.5% higher sales of CHF 3.8 million which accounts for 1.1% of Group sales. A key focus remained on Ocean Energy where Gurit has made solid inroads as engineering and parts manufacturing partner. Also, the manufacture of large series composite parts grew in 2012. Successfully building the prototype rear sections for London’s new double-deck commuter buses resulted in winning the contract for the following series production. Besides, Gurit developed new patented concepts for lightweight, easy-to-install modular bridges. An internal task force has thoroughly evaluated future opportunities, which has already led to promising contacts and initial compo- nent and solution trials. Corporate Governance At last year’s Annual General Meeting, Dr. Paul Hälg was no longer available for re-election as Member of the Board of Directors. Dr. Hälg looks back on a 27-year-long history with Gurit. He held various positions including the CEO function at Gurit-Essex, a joint venture sold to the partner corporation in 2001. He then served on the Board of Directors, since 2004 as its Chairman. Board and Management would like to thank Dr. Paul Hälg for his many years of service. Peter Pauli was elected as new member of the Board of Directors and Peter Leupp was appointed as new Chairman. New Group Organisation geared for future growth Over the past years, Gurit has successfully expanded its product offering which now covers practically all key material categories used for state-of-the-art composite structures. What is more, Gurit has evolved from a key materials sup- plier for select markets to becoming a true systems supplier and composite engineering partner for an increasing ar- ray of industries. Some of these industries are already benefitting from the versatility of composites, and many are just now starting to discover the many advantages of these engineered materials. Today, lightweight composite struc- tures rapidly find their way into new applications and contribute to the creation of entire new industries. Remaining fully committed to best serve its existing and new composite materials customers and markets, Gurit also wants to seize those newly emerging opportunities. Fully leveraging the long-standing capabilities in structural engineering and prototyping, coupled with the know how in the manufacture of large moulds and the production of leading-edge com- posite components will lead that way. Still in 2012, Gurit thus initiated an internal process to gear up its Group or- ganisation for future growth. Going forward, Gurit is now organized in two business units: Gurit Composite Materials covers the materials business of the former Wind Energy, Transportation and Industrial and Marine target markets as well as all other existing and new material markets and application fields. This business unit covers the full materials range including the key product categories prepregs, core materials, and formulated products. Gurit Composite Materials will be led by Stefan Gautschi who joined Gurit on February 1, 2013.339.indd 8 11.03.2013 10:05:20
  11. 11. gurit annual repOrt 2012 letter tO sharehOlders page 9 Gurit Composite Systems and Engineering unites as the second unit the existing Tooling, Automotive Parts and Engineered Structures businesses and aims at globally building Gurit’s capabilities as a systems supplier and engi- neering partner. Rudolf Hadorn will lead this business as General Manager, in addition to his function as CEO. The Gurit Executive Committee (i. e. Group Management) is now smaller and comprises since February 1, 2013 Rudolf Hadorn as Chief Executive Officer and General Manager Gurit Composite Systems and Engineering, Markus Knüsli Amacker as Chief Financial Officer and Head Investor Relations, Stefan Gautschi as General Manager Gurit Composite Materials, and Damian Bannister as Chief Technology Officer. Board and Management wish to thank the previous Executive Committee for their important work and valuable con- tributions. We wish them every success in their new functions. outlook and proposed distribution to shareholders Gurit today is well positioned to seize all composite material supply opportunities and rapidly expand its engineering, tooling, and finished parts and solutions businesses at the same time. Putting a comprehensive focus on the global composites market, we are confident that we will grow our business significantly over the next years. Supported by the now renewed production tax credits in the US, Gurit expects the Wind Energy market to recover gradually during 2013 from the low levels of the fourth quarter 2012. In addition, Gurit Composite Materials is also expected to benefit from growing sales to other existing and new markets. Additional customer wins and larger car body part series in the Automotive business and slowly recovering Tooling activities should support Gurit Composite Systems and Engineering sales. Thanks to the excellent cash flow and the solid operational performance, the Board of Directors proposes to keep the distribution out of capital reserves at the same level as last year, i. e. at CHF 15 per listed bearer share for the full financial year 2012. We thank all our customers, business partners, and employees for their continued trust and support. Together we can live up to Gurit’s new corporate mission: Delivering the Future of Composite solutions. Best regards Peter Leupp, Rudolf Hadorn, Chairman of the Board of Directors President and Chief Executive Officer339.indd 9 11.03.2013 09:17:10
  12. 12. Gurit differentiates itself with a comprehensive product offering Wind energy covering all material needs to manufacture wind turbine blades. We are known for our enabling innovations which allow customers to reduce the weight and increase the length of their blades and consequently maximise the yield of wind turbines. Gurit is the global leader in carbon fibre prepregs and offers an exten- sive materials range and process know how allowing customers to improve production efficiencies, achieve better blade designs, maximise turbine up-time, and energy yield and thus contributes to the competitiveness of this key renewable energy source. Gurit has developed a comprehensive range of products and technical services to support its customers and their chosen blade manufacturing technology.339.indd 10 11.03.2013 09:17:27
  13. 13. gurit annual repOrt 2012 Wind energy page 11 Engineered Structures Wind Energy 1.1% (0.9%) 58.3% (57.1%) Wind Energy – target market Review 2012 carbon fibre prepreg 16.4% (14.5%) Industrial and Marine demand in america supports sales in 2012 Transportation 17.1% (15.0%) Tooling 7.1% (12.5%) Wind Energy benefitted from a of carbon fibre prepregs and is well builders to look at new design considerable boom in the Amer- positioned to support the trend to- and materials options. In combination icas, supported by demand for wards lighter and longer blades. with Gurit’s SparPregTM materials, the Gurit’s market leading carbon fi- AirstreamTM coating technology over- bre prepreg. While the European stagnating and declining comes the generally conflicting ma- market remained stable, sales in markets in Europe and Asia terials characteristics of low tack and China declined further after an Year-over-year sales in Europe re- high drape and allows for the cost already weak prior year. Well- mained largely unchanged versus effective manufacture of thick lami- received product launches under- last year, as the market picked up nates at normal ambient tempera- pin Gurit’s position as innovator in the second half of the year after tures. VelinoxTM is a next-generation for the global wind energy market. a slow start. Demand in Asia – and resin platform specially developed especially in China – declined further for the fast cure of thick sections strongly diverging market from an already low prior-year level. such as turbine blade spars or roots. trends in various global areas Gurit therefore adjusted its global Another important new product is a The Wind Energy market showed di- manufacturing base in line with over- clear process coat for smooth blade verging developments in the various all lower demand levels for wind finishes and again shorter finishing global market areas. Demand in the energy materials: in October, the times. Americas was very strong through- production of prepreg materials in out the first three quarters of the Canada and China was mothballed A seamless track record in delivering year. This was reflected in a high level and Gurit had to reduce its global work- the best product for a specific need of overall demand for prepregs and force by approximately 150 people. and a strong innovation pipeline will core materials in this market as key enable Gurit to maintain and expand players hurried to benefit from US tax innovation strengthens its market position in this long-term subsidies on fears that the so-called market position growth market, even if the shorter production tax credit for wind energy Despite lower demand levels and term market outlook remains cau- would not be extended. The second challenging market conditions, Gurit tious. effect supporting demand in the kept its global market position not Americas related to Gurit’s innovative least supported by a series of inno- carbon fibre prepregs which cus- vative product launches. Besides de- tomers utilize to build extremely livering the biggest orders for inno- long and ultra-lightweight turbine vative carbon fibre prepregs, Gurit blades often used for lighter-wind also introduced new material con- territories. Gurit has established it- cepts: AirstreamTM and VelinoxTM pro- self globally as the leading supplier vide convincing arguments for blade339.indd 11 11.03.2013 09:17:35
  14. 14. Gurit is globally the largest independent, fully integrated, and tOOling highly specialized and flexible manufacturer of large composite production equipment – especially but not exclusively wind turbine plugs and moulds of up to 70 meters, as well as com- plementing heating, turn-over and closing and transport systems. With its high quality moulds manufactured in China, Gurit sets new benchmarks for mould delivery times and price, both on domestic Chinese and global export markets. Gurit provides high quality plugs and moulds for the global composite industry, opening new possibilities in cost-effective production for wind energy, marine, ocean energy, transport, and architectural markets.339.indd 12 11.03.2013 09:17:49
  15. 15. gurit annual repOrt 2012 tOOling page 13 Engineered Structures Wind Energy 1.1% (0.9%) 58.3% (57.1%) tooling – target market Review 2012 Witnessing globally 16.4% (14.5%) Industrial and Marine low investments in new blade moulds Transportation 17.1% (15.0%) Tooling 7.1% (12.5%) Tooling managed to expand its capability of Gurit and additional ca- longevity of moulds, reduce the cy- offering and market share in a very pacities to mass produce transport cle time of blade making and require difficult market. Demand for new systems. Additionally, customers can less release agents. To lower trans- wind turbine blade moulds was now choose between Gurit or Hawart portation costs, Gurit now also offers weak throughout the reporting hinge systems which technically com- split moulds for extralong blades. period. plement one another. looking beyond wind energy strengthening competitiveness Gurit has already successfully manu- Demand for wind energy blade in a difficult market factured a significant number of blade moulds is expected to gain some With an estimated share of over transportation racks and wind ener- momentum during the current year 50% of the addressable export mar- gy turbine tower transportation tools as Chinese customers are now push- ket and building seven out of every leveraging on its large steel welding ing for new mould designs. While ten externally fabricated moulds for capability at Taicang. Gurit expects to see increasing de- the Chinese market, Gurit Tooling mand from India and Europe, the successfully expanded its market High quality and service American markets are believed to re- share and strengthened its position at attractive prices main depressed for the next quar- in the global wind energy supply Gurit Tooling is committed to contin- ters. Therefore, Gurit is increasingly chain. uous improvement and launched in looking at extending its large-scale this context a pro-active service ini- plug and mould making capabilities Co-operation agreement tiative in 2012. Service engineers are to non-wind-energy customers – with Hawart visiting customers to advise them especially in Marine. Gurit and Hawart Sondermaschinen- on how to best use and maintain bau GmbH agreed in September 2012 their moulds. This initiative was well to co-operate in the areas of mould received by the customers. and transport systems production for wind energy rotor blades. In At the same time, Gurit strives to Europe, Gurit customers now have maximize the competitiveness of its access to a local and highly qualified tools with a series of cost optimiza- installation and service organization tion initiatives. These include for ex- for moulds. They will also benefit ample the uncompromisingly accu- from the global availability of the rate, yet less sturdy plugs when they Hawart transport systems. Custom- do not require long-distance ship- ers of Hawart benefit from the fully ping or are not utilized multiple times. integrated, industrial mould making New coating surfaces improve the339.indd 13 11.03.2013 09:18:00
  16. 16. Gurit is a world-wide leading composite materials supplier transpOrtatiOn for aircraft and rail interiors and secondary structures. our innovative composite materials systems enhance both energy efficiency in mass transit and passenger comfort. Gurit has also established itself as tier-1 supplier of Class-A carbon car body parts for high-end cars. supported by novel production processes and high-temperature resistant resins, the technology is now making inroads into the broader automotive industry. Gurit provides Class-A carbon composite body panels for the new Aston Martin Vanquish.339.indd 14 11.03.2013 09:18:38
  17. 17. gurit annual repOrt 2012 transpOrtatiOn page 15 Engineered Structures Wind Energy 1.1% (0.9%) 58.3% (57.1%) transportation – target market Review 2012 continued growth in 16.4% (14.5%) Industrial and Marine aerospace and rapidly growing automotive Transportation parts business 17.1% (15.0%) Tooling 7.1% (12.5%) The positive sales trend in Trans- novel press production technology. tance. Gurit has introduced a series portation reflects both the con- Together, these two innovations al- of lower cost material solutions tinued and steady growth in the low reduced cycle times to less than based on changes in applied raw large Aerospace business and ten minutes per component which materials. These new material con- the rapidly expanding automotive now makes this technology availa- cepts should allow customers to parts business. ble for bigger car manufacturing increase their profitability. Sales series of up to 30 000 cars per year. rose at a stable single-digit rate, taking automotive parts With its existing hand lay-up and its largely parallel to the higher build production to the next level automated press technology, Gurit rates and the growing utilization Gurit’s automotive parts manufac- is now superbly positioned to serve of composites per aircraft at the turing business has seen almost a the international automotive indus- major civil aircraft manufacturers doubling of sales in 2012. Our mar- try as it continues to convert more and increased demand from non- ket-leading carbon fibre composite and more components from steel commercial and smaller aircraft pro- car body manufacturing technology and aluminium to composites. We ducers. During 2012, Gurit agreed is seeing growing interest in the believe that the manufacturing tech- a series of new multi-year supply premium car segment. Gurit won nology and the materials concept contracts with all key customers several contracts for car body parts developed over the past years are specializing in different interior and for new car models of existing and now ready to take carbon car parts secondary aircraft structures and new customers. With series pro- manufacturing to a next industrial contributing at various tier levels to duction of cars from three major level. the full range of the large Airbus premium car manufacturers, 2013 aircraft family. Gurit also won new is expected to see the same solid Helping aerospace to lower cost qualifications for floor materials from growth as in the year under review. The market conditions in the global smaller aircraft manufacturers. The automotive parts production aerospace industry were generally site successfully passed its TS favorable during the year under re- All aerospace manufacturing sites 16949 re-audit. view, despite fierce competition in have successfully passed their ISO the airline market. The aircraft in- 9001 and EN 9100 audits. Gurit ex- 2012 also marks a milestone from dustry remains at the forefront of pects the Aerospace market to con- a technology point of view: While adopting advanced composite solu- tinue to develop at a solid single- the carbon car body parts manufac- tions for an increasing range of ap- digit percentage range during 2013 tured so far require a considerable plications. Aiming both at exceed- – again mainly reflecting the build amount of manual labour, Gurit has ing existing physical requirements rate of large passenger aircrafts. now completed the development and achieving lower overall cost, of a new materials concept and a material innovation is gaining impor-339.indd 15 11.03.2013 09:19:10
  18. 18. Gurit has been at the forefront of composite technology de- industrial velopment for the global marine industry for over 30 years, and offers an unrivalled range of composite materials to and Marine customers across all sectors of the market. this same product and service offering is increasingly being used in new applica- tions as a growing number of industries are realizing the ben- efits of advanced composites, in industries like agriculture, construction, and medical. Gurit provided a structural engineering and B3 SmartPac materials solution for the construction of composite roof panels for The Base / Te Awa retail centre in Hamilton, New Zealand.339.indd 16 11.03.2013 09:19:28
  19. 19. gurit annual repOrt 2012 industrial and Marine page 17 Engineered Structures Wind Energy 1.1% (0.9%) 58.3% (57.1%) industrial and marine – target market Review 2012 gradual recovery in 16.4% (14.5%) Industrial and Marine marine and more rapid growth in general Transportation industrial applications 17.1% (15.0%) Tooling 7.1% (12.5%) The Marine industry continued to significant growth from ing certification test results. Also recover globally, especially driven non-marine industrial markets launched onto the marine market by composite boat builders in In 2012, Gurit’s growth for this busi- was Sparpreg™. Although an estab- Scandinavia, Turkey, and the Mid- ness unit came from the increasing lished product in our wind energy dle East. Newly established and number of non-marine applications sector, this versatile unidirectional emerging inroads into industries using composites. The agriculture prepreg was launched for the effi- which are only now discovering and architecture sectors featured cient manufacture of high quality the advantages of composites significantly, with materials sold marine spars, producing thick lami- supported growth significantly in for the fabrication of rotary milking nates with minimal void content 2012 and are expected to be main platforms, crop spraying arms, trailer without the need for an intermediary growth drivers in the years ahead. beds, as well as large roof panels de-bulking process. and domes, railway electrification marine markets gradually screens, and bridges. Sales into picking up these two sectors are expected to The marine industry saw in 2012 continue to grow in the next twelve some recovery after a particularly months. The potential for sales with- hard three years. However, boat sales in the “general industrial” area is sig- globally were still some way off the nificant and in-roads were made into highs seen in the mid to late 2000s. a number of other market sectors in Gurit saw notable recovery in the 2012, which should bear fruit in 2013. superyacht sector, especially at com- posite builders in Scandinavia, Tur- Continuous product development key, and the Middle East, but marine to address specific market needs sales overall for the company re- In 2012, the Industrial and Marine mained flat. business unit focused on the devel- opment of a range of products with A significant achievement for Gurit in fire retardant properties, which are 2012 was the supply of prepreg and particularly critical for Gurit’s suc- core materials to all four America’s cess in the architecture/construction Cup AC72 syndicates – Oracle Team and general industrial sectors. The USA, Emirates Team NZ, Luna Rossa new fire retardant laminating sys- Challenge, and Artemis Racing. tems have already been released to the market. Other products in this range are awaiting launch, pend-339.indd 17 11.03.2013 09:19:45
  20. 20. Combining its world-wide structural engineering teams and engineered prototyping capabilities with business development, Gurit is rapidly building a new global offering comprising of com- structures posite structural engineering solutions and component manu- facturing for new and emerging applications such as ocean Energy, commuter bus components, and pedestrian bridges. Gurit provided structural engineering, materials selection services and delivered a wide range of composite materials for the lighting masts of the Twin Sails Bridge crossing Poole Harbour, UK.339.indd 18 11.03.2013 09:20:04
  21. 21. gurit annual repOrt 2012 engineered structures page 19 Engineered Structures Wind Energy 1.1% (0.9%) 58.3% (57.1%) Engineered structures – target market Review 2012 building a platform for 16.4% (14.5%) Industrial and Marine future growth as com- ponent manufacturer Transportation 17.1% (15.0%) Tooling 7.1% (12.5%) As composite materials find their low-cost, easy-to-install ocean energy, civil engineering, and way into a growing array of in- modular bridges other industrial markets increase. dustries and applications, Gurit is Emphasis has also been placed on positioning itself as a composite developing the market for composite Establishing a growing parts parts and solution provider and pedestrian bridges utilizing Gurit’s manufacturing business engineering partner. Ocean energy, efficient and low-cost manufacturing Regarding composite component modular pedestrian bridges and sites together with a modular con- supply, Gurit has been successful in lightweight components for com- struction approach to allow cost securing the order for continued muter buses continued to be the competitive supply coupled with the supply of finished parts for the new main focal points in 2012. inherent advantages of reduced in- bus for London. Based on a small stallation costs and low maintenance initial series of buses, the project ocean Energy stands the test regimes. gained the green light in the second In 2012, Gurit started the move to- half of 2012; this now leads towards wards developing new markets that market-leading engineering for the series production of the new could lead to strategically interesting in-house and third party clients double-deck commuter buses for component manufacturing opportu- Gurit’s engineering team continues London. Throughout this flagship nities, where Gurit could hold sig- to support the Group’s designated project, Engineered Structures suc- nificant market shares in the future. material markets of Wind Energy, cessfully completed various studies A particular focus has been on devel- Transportation as well as Industrial and prototypes, such as the supply oping ocean energy applications, a and Marine with appropriate design of a composite infrastructure com- field of activity where Gurit already and engineering knowledge. In addi- ponent, which will undergo testing has gathered valuable experience. tion to this, our global base allows us in 2013. Following the successful operation to provide local support to our shared of the Andritz Hammerfest Strøm customers and to new clients inter- 1 MW turbine which was installed ested to learn how composites could on December 26, 2011, this potential enhance their market positioning new energy source is gaining further and differentiation potential. momentum. A number of engineer- ing studies have been completed The consultancy business of Gurit is and Gurit anticipates these will lead thus changing in line with market de- to component manufacturing oppor- mand: While still a key area, Marine tunities in the coming years. engineering jobs now only make up approximately 60% of the total engi- neering revenue as contracts in the339.indd 19 11.03.2013 09:20:19
  22. 22. Gurit annual report 2012 Corporate GovernanCe paGe 20 Corporate GovernanCe The following chapter describes the principles of corporate governance applied at Group and senior management level at Gurit in accordance with the “Guidelines concerning information on Corporate Governance” published by SIX Swiss Exchange. Gurit also publishes a Remuneration Report, included as a separate chapter in this Annual Report. Unless otherwise indicated, all information refers to the financial year 2012 ended December 31, 2012. The key principles and rules on Corporate Gover- nance for Gurit are defined in the statutes and the organizational regula- tions; they are based on the recommendations set out in the “Swiss Code of Best Practice for Corporate Governance” published by economie- suisse. To make orientation easier, the order and numbering of the individual sections correspond to those used in the “Guidelines concerning information on corporate governance” published by SIX Swiss Exchange. Significant changes that have occurred between year-end and the copy deadline for this report have also been indicated as appropriate. 1  Group structure and shareholders 1.2  Major shareholders 1.1  Group structure On December 31, 2012, the Company knew of the fol- 1.1.1  Operative Group structure lowing shareholders holding over 3% of the voting rights The Gurit Group is an international industrial group in Gurit Holding AG: specializing in the development, production, and market- ing of advanced composite materials, technologies, tool- Huwa Finanz- und Beteiligungs AG, Bahnhofstrasse 2, ing, and parts. Financial statements are prepared on 9435 Heerbrugg, is holding 220 000 registered shares. a one segment company basis. An organizational chart This equals 9.4% of the share capital and 33.33% of depicting Group Organization for the financial year 2012 all voting rights in Gurit Holding AG. The shares of Huwa as well as the update effective as from February 1, 2013 Finanz- und Beteiligungs AG are controlled by Hans can be found at the beginning of this report. Huber, Appenzell. 1.1.2  Legal structure of subsidiaries Robert Heberlein, Tobelmülistrasse 20, 8126 Zumikon, Of all the companies consolidated, Gurit Holding AG (the held directly and indirectly via Burix Holding AG, Bleicher- Gurit Group’s holding company) is the only one listed. weg 58, 8027 Zürich, 4.12% of the voting rights in It is headquartered in Wattwil/SG; Gurit bearer shares Gurit since a purchase on January 28, 2008. 2.96 per- (security No. 801223, ISIN CH0008012236, symbol GUR) centage points thereof stem from the ownership of are listed on SIX Swiss Exchange; the registered shares 19 545 registered shares and 1.14 percentage points are not listed. Based on the bearer shares year-end from 7633 bearer shares. The amount of bearer shares closing price of CHF 360.50 and equally valuating the par has since increased to 10 740. value adjusted registered shares, the market capitalization on December 31, 2012, amounted to CHF 168.7 million. Martin Bisang, 8700 Küsnacht, held since a purchase on October 29, 2012 through Whale Holding AG, Baarer- 1.1.3  Information about the non-listed companies can be strasse 2, 6300 Zug, with 35 000 bearer shares 5.3% of found in the overview on page 61 of the Financial Report. the voting rights in Gurit Holding AG. Sarasin Investmentfonds AG, Wallstrasse 9, 4002 Basel, disclosed on January 20, 2011 that they held since a pur- chase on January 19, 2011 a total of 3.11% of the voting rights in Gurit Holding AG with 20 500 bearer shares.30.indd 20 08.03.2013 16:30:43
  23. 23. Gurit annual report 2012 Corporate GovernanCe paGe 21 Updated information on major shareholders is available 2.5  Profit-sharing certificates on the SIX Swiss Exchange website at: http://www.six- Gurit Holding AG has not issued any profit-sharing swiss-exchange.com/shares/companies/major_share- certificates. holders_de.html?fromDate=19980101&issuer=14575 2.6  Restrictions on transferability of shares  1.3  Cross-shareholding and nominee registrations Gurit Holding AG has no cross-shareholding arrange- According to paragraph 4 of the statutes, only individuals ments with other companies. who are entered in the Share Register may be recog- nized as the owners or beneficiaries of non-traded regis- tered shares. Registration of ownership may be refused 2  Capital structure only in cases where the purchaser does not expressly Information about the capital structure can be found declare that he acquired the registered shares for his in Gurit Holding AG’s statutes, in the Financial Report own account. Bearer shares listed on the stock market and the Statements on Gurit Holding AG as well as in are freely transferable. There are no regulations to any the Investor Relations section on page 4 of this report. other effect regarding nominee registrations. The statutes (in German) are available on the website at http://investors.gurit.com/corporate-governance-1.aspx Changes in the statutory regulations restricting the trans- ferability of registered shares require at least two-thirds 2.1  Capital of the votes represented at the Annual General Meeting Details on the capital are included in the notes to Gurit and an absolute majority of the nominal value of the Holding AG’s financial statements on page 66. shares. 2.2  Authorized or contingent capital in particular 2.7  Convertible bonds and warrants/options Gurit Holding AG has no authorized or contingent capital. Gurit Holding AG has no outstanding convertible bonds nor options. 2.3  Changes in equity of Gurit Holding AG In the past three years (January 1, 2010, to December 31, 2012), the following changes in equity occurred. 3  Board of Directors On December 31, 2012, the Board of Directors of Gurit IN CHF 1000 December 31,  December 31,  December 31,  2012 2011 2010 Holding AG consisted of five members. Share capital 23 400 23 400 23 400 3.1 and 3.2  Members of the Board of Directors Reserves from capital The personal details together with the other activities contributions 32 724 39 744 11 700 and vested interests of individual members of the Board Reserves for treasury shares 37 499 1 249 of Directors are listed on the next page. Free reserves – – 32 845 Retained earnings 62 099 56 703 50 785 3.4  Election and term of office Total equity 118 260 120 346 119 979 The Board of Directors is elected by the General Meeting for a term of three years. At the end of their term of office, members may be reelected. There is no statutory 2.4  Shares and participation certificates limit to the period of office of members of the Board of The company’s share capital consists of 240 000 regis- Directors. The members of the Board of Directors are tered shares with a par value of CHF 10 and 420 000 elected globally. bearer shares with a par vlaue of CHF 50. Bearer shares are traded in the domestic segment of SIX Swiss The period of office is limited to the Annual General Exchange (security No. 801223, ISIN CH0008012236, Meeting following the completion of the age of 72. symbol GUR). All shares are fully paid up and entitled to dividends. All registered shares and bearer shares, re- gardless of their nominal value, are entitled to one vote. Gurit Holding AG has not issued any participation certifi- cates.30.indd 21 08.03.2013 16:30:43
  24. 24. Gurit annual report 2012 Corporate GovernanCe paGe 22 Gurit Board of Directors Peter Leupp Professional background (main stages) Chairman of the Board of Directors 1977 – 1988 Various functions at BBC (now ABB) El.-Ing ETH Zurich in High Voltage Development Swiss citizen, 1951 1988 – 1989 CEO, Technochemie 1989 – 1999 Various leading positions at High and Medium Voltage, ABB, Switzerland 1999 – 2000 Local Head of Power Transmissions and Distribution division at ABB, Switzerland 2001 – 2006 Country Manager in China; Chairman and President of ABB (China) Ltd 2005 – 2006 ABB Region Manager North Asia 2007 – 2012 Head Power Systems division, Member of the Group Executive Committee of ABB Ltd, Switzerland Since 2012 Executive Advisor ot the Group Executive Committee of ABB Ltd., Switzerland Other important activities and vested interests – Member of the Board of Directors, ABB Ltd, India – Member of the Board of Directors, ABB (China) Ltd, China Robert Heberlein Professional background (main stages) Member of the Board of Directors Since 1977 Partner/Counsel, Lenz & Staehelin, Zurich Dr. iur., attorney-at-law Other important activities and vested interests Swiss citizen, 1941 – Member of the Board of Directors of COLTENE Holding AG, Altstätten Non-executive member – Chairman of Huwa Finanz- und Beteiligungs AG, Heerbrugg Nick Huber Professional background (main stages) Member of the Board of Directors 1990 – 1995 Account Manager, IBM (Schweiz) AG Businessman 1995 – 2005 Divisional Head, SFS Unimarket AG Swiss citizen, 1964 Since 2005 Member of the Executive Management Non-executive member of SFS Services AG, Heerbrugg SG Other important activities and vested interests – Chairman of the Board of Directors of COLTENE Holding AG, Altstätten – Member of the Board of Directors, Orell Füssli Holding AG, Zürich – Member of the Board of Directors, Huwa Finanz- und Beteiligungs AG, Heerbrugg Urs Kaufmann Professional background (main stages) Member of the Board of Directors 1987 – 1993 Production and Sales Manager with Zellweger Dipl. Ing. ETH Zurich Uster AG, Uster and USA Senior Executive Program IMD 1994 – 1997 Managing Director of Henry Berchtold AG, Zell ZH, Swiss citizen, 1962 subsidiary of Huber+Suhner AG Non-executive member 1997 – 2000 Division Manager and Member of the Executive Management Team at Huber+Suhner AG Since 2001 Member of Group Management Huber+Suhner AG 2002 – present CEO Huber+Suhner AG Other important activities and vested interests Member of the Board of Müller Martini Holding AG, Hergiswil Member of the Board of Directors of SFS Holding AG, Heerbrugg Peter Pauli Professional background (main stages) Member of the Board of Directors 1985 – 1995 Various functions inc. Member of Executive Board, Mechanical engineer, postgraduate Transelastic AG, CH-Wallbach (Siegling Group) studies in industrial engineering, 1995 – 2000 Head of Executive Board, Siegling (Switzerland) Advanced Management Program INSEAD 2000 – 2002 Head Sales and Marketing, Siegling GmbH, Hannover Swiss citizen, 1960 2002 – 2010 CEO and Member of the Board of Directors, Non-executive member Meyer Burger AG Since 2011 CEO; Member and Delegate of the Board of Directors of Meyer Burger Technology AG Other important activities and vested interests Since 2011 Member and Delegate of the Board of Directors of Meyer Burger Technology AG30.indd 22 08.03.2013 18:05:43
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