1. Group structure and shareholders

1.1.1 Operating group structure 

The operating activities of Von Roll Holding AG and its subsidiaries are broken down into the Insulation and Composites segments. Further details are available in the “Financial reporting” section (see Note 5 “Segment information”) on page 57 of this Annual Report.

Legally the Von Roll Group consists of Von Roll Holding AG and its subsidiaries (see Note 23 of the “Financial reporting” section on page 71 of this Annual Report). The Von Roll Group has two tiers of management: the Board of Directors and the Executive Management. The Board of Directors of Von Roll Holding AG is responsible for the company’s overall management, its organisational structure, accounting, financial control and financial planning. The Executive Management consists of the Delegate of the Board of Directors, who manages the Von Roll Group in the role of Chief Executive Officer (CEO), and the Chief Financial Officer (CFO). The CEO is responsible for operating and ongoing business management. The organisational structure is geared to the demands of an integrated technology company.

Management

For the Von Roll Group, customer focus, technological and innovative leadership, as well as the highest level of quality and service form the basis for long-standing business relationships. By focusing on our successful core business and expanding our portfolio, particularly in the direction of forward-looking and technologically intensive business segments, significant added value will be generated, resulting in a sustained increase in shareholder value. The foundation for this is constant optimisation of processes, costs and quality. To ensure sustained success, Von Roll relies on its business operating system for corporate management. With the business operating system, the aim of maximising our potential and consequently creating long-term value for our shareholders and clients is pursued. At the same time, the Von Roll Group strives to rank among the world’s leading companies in terms of performance, transparency and innovation. In so doing, our employees observe the legal and ethical conditions and demonstrate loyalty to the company. Our employees agree to comply with the internal code of conduct (“Global Code of Conduct”). They are also bound by all Group guidelines and directives published within the Von Roll Group.

1.1.2 Listed companies 

Since 11 August 1987, Von Roll Holding AG, with its registered office in CH-4226 Breitenbach and its domicile at Passwangstrasse 20, has been listed on the SIX Swiss Exchange (symbol: ROL, security number: 324.535, ISIN: CH0003245351). As of 31 December 2017, it had a market capitalisation of TCHF 282,476 (2016: TCHF 124,896). There are no other listed companies within the scope of consolidation of Von Roll Holding AG.

1.1.3 Unlisted companies

A list of significant unlisted consolidated companies is disclosed in Note 23 of the “Financial reporting” section on page 71 of this Annual Report.

As of 20 November 2008, the von Finck group of shareholders (comprising August von Finck, Munich, Germany ; Francine von Finck, Munich, Germany ; August François von Finck, Zurich, Switzerland ; Maximilian von Finck, Freienbach, Switzerland ; and Maria Theresia von Finck, Munich, Germany, together with Von Roll Holding AG, Breitenbach, Switzerland [treasury shares]) declared a shareholding of 66.75 %, which corresponds to 123,334,009 bearer shares (out of a total of 184,778,889 bearer shares issued as of 20 November 2008, which corresponds to 61.13 % of the total number of 201,768,555 bearer shares issued as of 31 December 2017).

On 15 March 2016, the company declared a purchase position amounting to 3.82 % of the share capital registered in the commercial register (7,061,312 treasury shares) (31 December 2017: 3.48 %, which corresponds to 7,014,048 treasury shares ; 31 December 2016: 3.51 %, which corresponds to 7,079,601 treasury shares) and a sale position amounting to 94.94 % of the share capital registered in the commercial register (31 December 2017: 78.65 %, which corresponds to 158,427,204 shares ; 31 December 2016: 78.81 %, which corresponds to 158,750,204 shares). The sale position covers the convertible bonds issued in 2014 and 2016.

There were no disclosure notifications regarding shareholdings of significant shareholders or groups of shareholders in the reporting year. Details about the disclosure notifications from previous years can be found on the SIX Swiss Exchange website www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html.

There are no cross-shareholdings with other companies. Possible cross-shareholdings may result from the disclosed significant shareholder structure.