The Group has related party relationships with its shareholders, its subsidiaries and joint ventures, its key executive officers and Directors (including the members of the Group Executive Board of SIG and the Board of Directors) and companies affiliated with Onex.

Shareholders

The Company’s shares are listed on SIX Swiss Exchange. To the best knowledge of the Company, the publicly held shares as of 31 December 2019 represented 67.1% (47.4% as of 31 December 2018) of the issued shares. The remaining shares are held indirectly by Onex, certain members of SIG management and a number of co-investors. Onex has in September 2019 sold 9.4% and in November 2019 sold 9.8% (expressed as a percentage of the issued shares in the Company) that had been held by it, and held 31.8% of the issued shares as of 31 December 2019. Before its disposal of shares in September 2019, Onex was the ultimate parent company of the Group.

Certain members of SIG management (key executive officers and Directors) participate in a management equity plan that was established in 2015. They hold shares in the Company, acquired at fair value, via its participation in two limited liability partnerships. No additional shares have been, or will be, issued to these limited liability partnerships since the IPO. The limited liability partnerships held 1.1% of the shares as of 31 December 2019 (1.7% as of 31 December 2018) of which 0.6% relates to members of the Group Executive Board (1.0% as of 31 December 2018) and 0.02% relates to members of the Board of Directors (0.02% as of 31 December 2018).

Certain parties, including Onex, members of the SIG management and other co-investors entered into investment and shareholders’ agreements in 2015 with respect to their investment in the Company. These agreements, along with certain ancillary agreements thereto, contain agreements among the parties with respect to, among other things, tag-along rights, drag-along rights, pre-emptive rights and restrictions on the transfer of shares. The agreements also contain provisions regarding the transfer of shares held by employees who cease to be employees or officers and regarding circumstances in which such rights and restrictions terminate. In conjunction with the Onex sale of shares in November 2019, members of SIG management exercised tag-along rights under the pre-IPO management equity plan and sold some of the shares they held in the Company (see above).

In addition to the indirect shareholdings in the Company via the limited liability partnerships, members of the Board of Directors directly held 0.04% of the shares as of 31 December 2019 (0.03% as of 31 December 2018). Members of the Board of Directors associated with Onex indirectly held 0.03% of the shares as of 31 December 2019 (0.07% as of 31 December 2018) via minority investments in affiliates of Onex.

Key management

The Company’s key management include the members of the Group Executive Board of SIG and the Board of Directors.

The table below includes information about compensation to the Group Executive Board.

(In € million)

 

Year ended
31 Dec. 2019

 

Year ended
31 Dec. 2018

Short-term employee benefits

 

6.8

 

7.4

Post-employment benefits

 

0.5

 

0.4

Share-based payment plans

 

1.1

 

Total compensation to the Group Executive Board

 

8.4

 

7.8

Short-term employee benefits for the year ended 31 December 2018 include an amount of €2.5 million that was awarded to selected members of the Group Executive Board for their significant contribution to the process of going public.

Since the beginning of the year ended 31 December 2019, the members of the Group Executive Board are entitled to participate in a share-based long-term incentive plan. See note 31 for additional information.

Compensation to the members of the Board of Directors totalled €1.6 million for the year ended 31 December 2019 (€0.4 million for the year ended 31 December 2018). The members of the Board of Directors have in 2019 received part of their compensation in restricted share units (“RSUs”). See note 31 for additional information.

Further details about compensation paid to the members of the Group Executive Board and the Board of Directors can be found in the Compensation Report included elsewhere in the 2019 Annual Report. Information about SIG shareholdings of these persons are included in the section Shareholders above and in the Compensation Report.

Other related parties

The Group’s subsidiaries are listed in note 26. Information about the joint ventures is included in note 28.

Related party transactions and balances

The Group had a consulting services agreement with Onex, which was terminated without compensation in connection with the IPO in September 2018. The Group paid Onex an amount of €0.8 million under this agreement for the year ended 31 December 2018.

Onex continues to provide consultancy services to the Company on various matters without any compensation other than for out-of-pocket expenses. The Company and Onex have entered into an information sharing agreement on the mutual sharing of information including, but not limited to, information to comply with legal, regulatory, tax and accounting requirements. The agreement does not provide for any compensation payments.

Information about other related parties is provided in the following table.

There were no other significant related party transactions during the years ended 31 December 2019 and 31 December 2018. Information about commitments to incur capital expenditure with related parties is included in note 12.