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4 Other information

4.1 Employees

The number of full-time equivalent employees in 2020 and 2019 did not exceed ten on an annual average basis.

4.2 Significant shareholders

According to the disclosure notifications reported to the Company during 2020 and published by the Company via the electronic publishing platform of SIX Swiss Exchange, the following shareholders had holdings of 3% or more of the voting rights of the Company as of 31 December 2020 and 2019.

 

 

Voting rights as of

Significant shareholders

 

31 Dec. 2020

 

31 Dec. 2019

Onex Corporation1

 

<3.0%

 

32.9%

Winder Investment Pte Ltd2

 

6.0%

 

6.0%

Norges Bank (the Central Bank of Norway)

 

5.9%

 

<3.0%

Al Obeikan Printing and Packaging Company CJS3

 

5.5%

 

<3.0%

BlackRock Inc

 

3.6%

 

<3.0%

UBS Fund Management (Switzerland) AG

 

3.2%

 

<3.0%

Ameriprise Financial

 

3.0%

 

<3.0%

1

Beneficially owned by Mr Gerald Schwartz, Canada.

2

Beneficially owned by Haldor Foundation, Liechtenstein.

3

Reported as beneficially owned by Fahad al Obeikan, Riyadh, Saudi Arabia. However, the shares will not be transferred to Al Obeikan Printing and Packaging Company CJS until the completion of the Group’s planned acquisition of the remaining shares in its two joint ventures in the Middle East. See also 3.12 and 4.4

To the best of the Company’s knowledge, no other shareholder held 3% or more of SIG Combibloc Group AG’s total share capital and voting rights as of 31 December 2020 and 2019, respectively.

Onex Corporation (“Onex”), which acquired the Group in 2015, has since the Company’s listing in 2018 gradually reduced its shareholding in the Company. As of 31 December 2020, Onex no longer reported any shareholding of 3% or more of the voting rights of the Company.

4.3 Shares held directly or indirectly by the Board of Directors and the Group Executive Board, including any related parties

As of 31 December 2020, the members of the Board of Directors as of that date directly held the following number of shares and restricted share units.

Board of Directors

 

Number of directly or beneficially held shares1,2

 

Unvested restricted share units2

 

Total shareholdings

Andreas Umbach

 

81,026

 

 

81,026

Matthias Währen

 

26,483

 

 

26,483

Colleen Goggins

 

24,826

 

7,287

 

31,113

Werner Bauer

 

51,939

 

 

51,939

Wah-Hui Chu

 

37,741

 

6,949

 

44,690

Mariel Hoch

 

12,564

 

 

12,564

Nigel Wright

 

 

 

Total

 

234,579

 

14,236

 

248,815

1

Ordinary registered shares of SIG Combibloc Group AG, including blocked shares.

2

The members of the Board of Directors receive 40% of their total compensation under share-based payment arrangements. The share-based payment compensation is paid out in blocked SIG shares. A three-year blocking period applies to the shares. In the prior year, a smaller part of the share-based payment compensation was paid out in restricted share units (“RSUs”) with a three-year vesting period. Further details about the compensation of the Board of Directors, including terms, number and value of instruments granted, are included in the Compensation Report and in 31 of the consolidated financial statements included elsewhere in this Annual Report.

As of 31 December 2019, the members of the Board of Directors as of that date directly, or indirectly, held the following number of shares and restricted share units.

Board of Directors

 

Number of directly or beneficially held shares1,4

 

Number of indirectly held shares1

 

Total shareholdings

 

Unvested restricted share units4

 

Total shareholdings, including unrestricted share units

Andreas Umbach

 

67,529

 

 

67,529

 

 

67,529

Matthias Währen

 

20,960

 

 

20,960

 

 

20,960

Colleen Goggins

 

 

23,8202

 

23,820

 

7,287

 

31,107

Werner Bauer

 

22,842

 

23,8202

 

46,662

 

 

46,662

Wah-Hui Chu

 

8,888

 

23,8202

 

32,708

 

6,949

 

39,657

Mariel Hoch

 

7,287

 

 

7,287

 

 

7,287

Nigel Wright

 

 

106,4223

 

106,422

 

 

106,422

Total

 

127,506

 

177,882

 

305,388

 

14,236

 

319,624

1

Ordinary registered shares of SIG Combibloc Group AG, including blocked shares.

2

Shares were held indirectly through partnership interests in Wizard Management II GmbH & Co. KG, which held ordinary registered shares of SIG Combibloc Group AG (figures rounded).

3

Indirectly attributable through minority investment in affiliates of Onex Corporation, the former major shareholder (figures rounded).

4

The members of the Board of Directors receive 40% of their total compensation under share-based payment arrangements. The larger part of the Board of Directors’ total share-based payment compensation was paid out in blocked SIG shares while a smaller part was paid out in restricted share units (“RSUs”). A three-year blocking/vesting period applies to the shares/RSUs. Further details about the compensation of the Board of Directors, including terms, number and value of instruments granted, are included in the Compensation Report and in 31 of the consolidated financial statements included elsewhere in this Annual Report.

As of 31 December 2020 and 31 December 2019, the members of the Group Executive Board as of these dates held the following number of shares and performance share units.

 

 

As of 31 Dec. 2020

 

As of 31 Dec. 2019

Group Executive Board

 

Number of directly or beneficially held shares1

 

Unvested performance share units2

 

Number of directly, beneficially or indirectly held shares1

 

Unvested performance share units2

Rolf Stangl, Chief Executive Officer

 

 

56,200

 

665,5443

 

168,599

Samuel Sigrist

 

200,063

 

135,510

 

290,0633

 

79,031

Markus Boehm5

 

n/a

 

n/a

 

268,6483

 

52,688

Ian Wood

 

75,000

 

92,556

 

84,2254

 

52,688

Lawrence Fok

 

268,572

 

77,320

 

359,9553

 

47,419

Martin Herrenbrück

 

50,000

 

15,807

 

134,6334

 

47,419

Ricardo Rodriguez

 

250,002

 

77,320

 

263,7023

 

47,419

Total

 

843,637

 

454,713

 

2,066,770

 

495,263

1

Ordinary registered shares of SIG Combibloc Group AG.

2

Members of the Group Executive Board participate in a share-based long-term incentive plan under which they were granted performance share units (“PSUs”) in 2019 and 2020. One PSU represents the contingent right to receive one SIG share. Vesting occurs three years after the grant date. The exact number of PSUs vested depends on the long-term performance of SIG during the vesting period. Further details about the 2020 and 2019 incentive plans, including terms, number and value of instruments granted, are included in the Compensation Report and in 31 of the consolidated financial statements included elsewhere in this Annual Report.

3

Shares were held indirectly through partnership interests in Wizard Management I GmbH & Co. KG, which held ordinary registered shares of SIG Combibloc Group AG (figures are rounded).

4

Shares were held indirectly through partnership interests in Wizard Management II GmbH & Co. KG, which held ordinary registered shares of SIG Combibloc Group AG (figures are rounded).

5

Markus Boehm was not a member of the Group Executive Board as of 31 December 2020.

The Company has during the year ended 31 December 2020 implemented or initiated organisational changes in its Group Executive Board. Samuel Sigrist (Chief Financial Officer until 31 December 2020) was appointed Chief Executive Officer effective 1 January 2021 following the voluntary departure of the former Chief Executive Officer (Rolf Stangl) on 31 December 2020. On 1 January 2021, Frank Herzog was appointed as Chief Financial Officer. The position of Chief Market Officer (formerly held by Markus Boehm) was eliminated in August 2020. Martin Herrenbrück, who held the position of President and General Manager of Europe, voluntarily left the Group as of 31 December 2020. José Matthijsse took over his position as President and General Manager of Europe effective 1 February 2021. See also note 3.3.

4.4 Other

The Company announced on 25 November 2020 that the Group has entered into an agreement to acquire the remaining 50% of the shares in the two joint ventures in the Middle East from the joint venture partner Obeikan Investment Group (“OIG”).

The acquisition is expected to complete before the end of the first quarter of 2021. The completion is subject to customary closing conditions and approvals from regulatory authorities. The consideration for the shares of the joint ventures will be made up of €167 million in cash and around 17.5 million newly issued SIG ordinary shares (to be issued out of authorised share capital of the Company). See note 4 of the consolidated financial statements of the Company for the year ended 31 December 2020 for additional details about the planned acquisition.

Management considers that the business of SIG is well placed to withstand the impacts of the global spread of a novel strain of corona virus (COVID-19) due to its role in the supply chain for essential food and beverages and its broad geographic reach. The Company, and its subsidiaries, is overall currently not significantly impacted by the COVID-19 pandemic.

There have been no events subsequent to 31 December 2020 that would require an adjustment to or disclosure in these financial statements except for the disclosures given in note 4.3 regarding organisational changes in the Group Executive Board.

There are no further items to disclose according to Art. 959c of Swiss Code of Obligations.