Sulzer AG (SUN) Earnings Call Transcript & Summary

Dear shareholders, ladies and gentlemen. Welcome to the 107th Annual General Meeting of Sulzer Ltd. I herewith formally open the Annual General Meeting, noting that the invitation for shareholders to the Annual General Meeting today was published in the Swiss Commercial Gazette on the 19th of March 2021 in compliance with the statutory notice period of 20 days. On the same day, the 19th of March 2021, we sent out the agenda, including our motions to the shareholders, pursuant to Article 696 of the Swiss Code of Obligations. No later than 20 days prior to the Annual General Meeting, the annual report, the compensation report and the auditors' reports have to be made available at the headquarters of the company to shareholders, and we have done that. The full annual report, including the compensation report and the auditors' reports, have been available for download from our website since the 24th of February 2021. On the website, you also have an opportunity to look at the CVs of the members of the Board of Directors proposed for election. In the run-up to the Annual General Meeting, we have not received any requests for additional items to be put on the agenda or questions -- nor questions from shareholders on the item. So the Annual General Meeting has been duly convened within the law and the Articles of Association and is qualified to pass resolutions. Based on the COVID-19 regulation #3 by the Swiss government, shareholders cannot be physically present at the Annual General Meeting again. The shareholders instead had an opportunity to commission the independent proxy by -- in written or electronic form and instruct them to vote according their instructions. Based on these extraordinary circumstances at the Annual General Meeting today, the other members of the Board of Directors, with the exception of Mr. Matthias Bichsel and of the Executive Committee, are not present physically. 26,121,935 shares at a par value of a total of CHF 261,219.35 are represented by the independent proxy, which accounts for 76.24% of our share capital. The auditors, KPMG of Zurich, is represented by Mr. Rolf Hauenstein. Let me also welcome our independent proxy, Proxy Voting Services, represented by Dr. René Schwarzenbach, a lawyer of Zurich. The Annual General Meeting today will be chaired by the Board of Directors, myself, pursuant to Article 14 of our Articles of Association. And I herewith appoint Thomas Schönholzer to keep the minutes and count the votes. The minutes of last year's Annual General Meeting of 15th April 2020 was duly signed by the Chairman and the keeper of the minutes, and was available for inspection at headquarters. Furthermore, the minutes can also be inspected on our website. The Annual General Meeting passes resolutions on items 1 through 8 at the absolute majority of votes represented pursuant to Article 15 Paragraph 1 of our articles, and on item 9 regarding the amendment of articles at 2/3 majority of votes represented pursuant to Article 16 of our articles based on Article 704 Paragraph 1 of the Code of Obligations. As a courtesy, I would like to point out that we are carrying out a webcast of the entire Annual General Meeting and we are also videotaping the AGM. Before moving on to the items on the agenda, as the Chairman of the Board, let me make a few remarks. Almost exactly 1 year ago, we carried out the first Annual General Meeting without the physical participation of shareholders in the history of Sulzer due to the pandemic. And today, still, the coronavirus and its mutations keep us in suspense. The ramifications for the global economy and our company were hard to assess last spring. However, we assumed that not only our China business would be impacted by the upheavals, which is why at the time we decided on severe measures proactively. To mitigate the immediate consequences of the market disturbances due to the pandemic, we have lowered our operational costs by CHF 59 million. We anticipated a weakening of the energy markets, which is why we also, at an early stage, adapted our capacities in that regard. Our teams implemented these measures swiftly and in a very focused way. So once again, we are proving how well we can adapt to a quickly changing market environment. The returning savings budgeted to about CHF 70 million have already had a positive effect on 2020. And this year, they will be, to a large extent, also be fulfilled. Thanks to these measures, despite a slumping business, we were able to achieve an operational profitability of 9%, which is only 1% below the profitability of last year. The order intake dropped adjusted for currency effects compared to the previous year 2019 by 2.2%, the revenue by 4.6%. Our global network, our geographical and industrial diversification as well as our extraordinary commitment of our employees have helped. They, our employees, have supported and accompanied our clients complying with the most strict security measures, and they went above and beyond to support our clients. And that is a foundation for our success. Our strategy, our portfolio includes a bolt-on acquisition. And in dynamic growth markets, we have done 2 strategic takeovers in the area of health care and in the water sector. The acquisition of Haselmeier allows Sulzer the marked entry in the very appealing drug delivery business. And on February 1, 2021, we concluded the takeover of the Swedish company, Nordic Water, which is active in the area of water treatment. With these acquisitions, we obtained an additional access to the growing market of clean water. With these acquisitions, we continue with the industrial realignment of Sulzer, and we also continuously expand our business in growth markets. Today, we are well positioned in sustainable areas such as water treatment, energy efficiency, recycling, the application for biomaterials, low-emission technologies or medical care. To further promote the development and implementation of our sustainability strategy, we have appointed our Head of HR and ExCo member, Armand Sohet, as our Chief Sustainability Officer. This underlines the significance sustainable development has for Sulzer. Today, we are optimistic about our future. We are -- because we still keep the risks in mind since the storm has not passed yet. The world is still in the midst of a global health crisis with far-reaching impact on economy -- our economy and our lives. Due to our track record, especially in difficult times, we do have good reason to believe that we are well equipped to continue to weather the storm and to continuously generate additional value. Ladies and gentlemen, at the Annual General Meeting today, the independent proxy represents a total of 26,121,935 votes, which accounts for 76.24% of share capital. The absolute majority of votes is 13,060,968, and the qualified majority of 2/3 of votes represented for item 9 amounts to 17,414,624. This brings us to dealing with the agenda items. Item 1. Business review, financial statements. This is again subdivided into item 1.1 and item 1.2. Item 1.1 is the business review, financial statements of Sulzer Ltd and the 2020 consolidated financial statements and auditors' reports; as well as item 1.2, an advisory vote on the 2020 compensation report. On item 1.1, the Board of Directors proposes that the business review, the financial statements of Sulzer Ltd and the 2020 consolidated financial statements be approved. The annual report includes the business review, the financial statements and consolidated financial statements and the auditors' reports and has been available, as I said before. Let me remind you of Sulzer Ltd income statement. The parent company's accounts closed at total revenues of CHF 267.8 million and total expenses of CHF 136.8 million and a profit of CHF 131 million. The parent company's financial statement, again, this year is based on the principles of the Swiss Code of Obligations. The auditors' reports can be found in the financial section of the annual report on Pages 166 and following for the consolidated financial statements, and Pages 188 and following for the financial statements of Sulzer Ltd. The page numbers refer to the PDF that you can download from our website. I would like to thank KPMG for their work. Prior to the Annual General Meeting, the representative of KPMG present here today told me that they would not want to add any comments to their report. So let's proceed to the vote as there are no questions on this item. The Board of Directors proposes to approve the business review, the financial statements of Sulzer Ltd and the 2020 consolidated financial statements. The votes on the business review and the financial statements produced the following results: yes votes, 99.84%; no votes, 0.03%; and abstentions, 0.12%. The absolute majority is 13,060,968. I herewith note, ladies and gentlemen, that you have approved the business review, the financial statements of Sulzer Ltd and the 2020 consolidated financial statements. Again, last year, which was a challenge in our operations, Sulzer were successful in many ways. This would not have been possible without the extraordinary performance from our employees. So let me take this opportunity, on behalf of the Board of Directors and the Executive Committee, to thank everyone for their great commitment and performance last year. Moving on to item 1.2, which is an advisory vote on the 2020 compensation report. The Board of Directors proposes to approve the 2020 compensation report according to Pages 65 to 92 of the annual report. This is a nonbinding advisory vote. The compensation report outlines the fundamental principles of the compensation policy and plans of Sulzer and compensation of the members of the Board of Directors and the Executive Committee. The compensation policy and plans of Sulzer are based on the company's performance focus and its strong alignment and focus on long-term shareholder value and profitable growth. It is subject to annual review and adjustment if necessary. Sulzer is in favor of appropriate compensation. As for the members of the Board of Directors, compensation is composed of a fixed base salary in cash and an award of Restricted Stock Units. Restricted Stock Units are grants for future awards of stocks. Industry comparisons demonstrate that compensation for the directors at Sulzer is -- ends up in mid-field among peer companies. Compensation for the members of the Sulzer Executive Committee is composed of the following components: a fixed compensation, that is a base salary and pension and fringe benefits; variable compensation, including a short-term bonus plan and a long-term performance share plan based on personal and corporate goals; as well as relative total shareholder return. The Board of Directors is convinced that with these fixed and variable and short- and long-term components of compensation, the Executive Committee's interests are aligned with the interest of the shareholders effectively. As there are no questions and counterproposals on this item, let's proceed to the vote, that is advisory and nonbinding as I mentioned before. The Board of Directors proposes to approve the 2020 compensation report as outlined on Pages 65 to 92 of the annual report. The advisory vote on the 2020 compensation report, the absolute majority is 13,060,968. Yes votes account for 87.39% of the vote, no votes account for 12.3% of the vote and abstentions, 2.31%. I herewith note that you, dear shareholders, have approved the 2020 compensation report at a very clear majority. And the Board of Directors would like to thank you for this. We construe this as a sign of confidence that you have in the effectiveness of Sulzer's compensation systems. Moving on to item 2, appropriation of net profit. The Board of Directors proposes to distribute it the total balance of CHF 181,591,802, including the profit carried forward from 2020 of CHF 131 million and a profit in the year 2020, and profit carried forward of CHF 50,591,802 and distributed as follows: payout of an ordinary dividend in the amount of CHF 135,343,612 and amount carried forward to new accounts, CHF 46,248,190. As you know, Sulzer pursues a dividend policy, taking into account the company's liquidity situation and its economic situation. If you approve the Board's proposal, the gross dividend prior to a deduction of 35% of Swiss withholding tax will amount to CHF 4 per share to be paid out on the 20th of April 2021. All treasury shares held by Sulzer Limited and its subsidiaries on that day will not be entitled to dividends. As there are no questions and no countermotions have been submitted, let's proceed to the vote. This is the vote on appropriation of net profit. Absolute majority is 13,060,968. Yes votes account for 96.23%, no votes account for 3.69% and abstentions for 0.8% -- 0.08%. I herewith note that the Annual General Meeting has approved the Board's motion for the appropriation of net profit. Moving on to item 3, discharge. The Board of Directors proposes that discharge to be granted to the members of the Board of Directors and the Executive Committee for the 2020 business year. I would like to remind you that pursuant to Article 650 of the Swiss Code of Obligation, anyone involved in the management of the business is not allowed to take part in this vote. And this also applies to shares held by Tiwel. As there were no questions and no counterproposals, let's proceed to the vote. You are voting on collective discharge to be granted to the members of the Board of Directors and the Executive Committee. The absolute majority is 4,640,725. Yes votes account for 92.22%, the no votes account for 6.97% and abstentions for 0.81%. I herewith note that the Annual General Meeting has approved discharge should be granted to the Board of Directors and the Executive Committee. I would like to thank you for your trust. This brings us on to item 4, compensation of the members of the Board of Directors and the Executive Committee. We are now going to vote on compensation of the members of the Board of Directors and the Executive Committee. Item 4 is divided into 2 subitems requiring 2 separate votes: part 1 is approval of the compensation of the members of the Board of Directors and part 2 approval of compensation of the Executive Committee. For more details on the approval of compensation submitted, let me refer to the separate report from the Board of Directors that you have been sent, along with the invitation for this Annual General Meeting. I will briefly talk about the 2 subitems before we then proceed to the votes. Let me begin with compensation of the members of the Board of Directors. The maximum aggregate amount submitted for approval refers to compensation of the members of the Board of Directors for a 1-year period of office from today's AGM to the next ordinary AGM in 2022. The proposed maximum aggregate amount of CHF 2.984 million is based on compensation for 8 directors. The members of the Board of Directors of Sulzer receive fixed compensation only in order to guarantee their independence. They do not get any variable or performance-based compensation and are not entitled in taking part in Sulzer's pension plan. Compensation of the directors is paid in cash and in Restricted Stock Units. Let me make some remarks about compensation of the members of the Executive Committee. The maximum aggregate amount submitted for approval refers to compensation of the Executive Committee for the 2022 financial year. The proposed amount of CHF 19.5 million covers total compensation of the members of the Executive Committee. The total compensation is composed of fixed-based salaries and variable components. The variable components include a short-term performance-based bonus paid in cash and a long-term performance share unit plan. This system is designed to encourage above-average performance and recognize such performance accordingly. We're talking about maximum amounts based on legal provisions. Calculation of the maximum aggregate amount of compensation of the Executive Committee takes into account potentially maximum amounts under variable components of compensation, that is to say both long-term and short-term incentive systems. Compensation actually paid out will be disclosed in the compensation report for the 2022 financial year that will submitted to -- will be submitted to shareholders for an advisory vote. As there were no questions and counterproposals, we are going to proceed to the vote on item 4.1. You are now voting on approval of the total amount of compensation of the Board of Directors for the period of office from the ordinary AGM in 2021 until completion of the ordinary AGM in 2022 in the amount of CHF 2.984 million maximum. This is the vote on compensation from the directors. Absolute majority is 13,060,968 votes. Yes votes account for 95.03%, no votes for 4.67% and abstentions for 0.3%. I herewith note that the Annual General Meeting has approved the maximum aggregate compensation for the Board of Directors for the period of office from the 2021 AGM until completion of the 2022 AGM. I would like to thank you for the trust you have placed in us. This brings us to the vote on item 4.2. You are voting on approval of the total amount of compensation for the Executive Committee for the 2022 financial year, that is a maximum of CHF 19.5 million. The absolute majority is 13,060,968 votes. Yes votes account for 88.07%, no votes for 11.39% and abstentions account for 0.54%. I herewith note that the Annual General Meeting has approved the maximum total compensation for the Executive Committee for the 2022 financial year, and I would like to thank you for the trust you are placing in us. Now moving on to item 5, the election and reelection of the members of the Board of Directors. This item is subdivided into 3 different parts and 3 votes: part 1, reelection of the Chairman of the Board of Directors; part 2, reelections; and part 3, election of new members. Now we move on to part 1, which is the reelection of the Chairman of the Board. Since this affects me personally, I will hand over the chair for this item to my board colleague, Matthias Bichsel. After that, I'll be resuming my duties as Chairman of the Board.

Thank you, Peter. The Board of Directors proposes to reelect Peter Löscher for the term of 1 year until the end of the next ordinary Annual General Meeting as member of the Board and its Chair. Peter Löscher was elected as member and President and Chairman of the Board of Directors in 2014 at the AGM. And he is, in addition, also the Chair of the Strategy and Sustainability Committee. Since there were no questions or counterproposals that were submitted, we now move on to the reelection, and this is item 5.1. The Board of Directors proposes the reelection of Mr. Löscher for the term of 1 year until the end of the next Annual General Meeting and to elect as a member of the Board and its Chair. Here, we have the results of this vote. We can see that Mr. Löscher was voted -- reelected with 96.86% of votes in favor. I herewith declare that the AGM has reelected Peter Löscher for the term of 1 year as a member of the Board of Directors and its President, its Chair. I would like to congratulate Mr. Löscher on his reelection and will now hand the floor back to him.

Thank you. Now moving on to part 2 of the reelections. The Board of Directors currently consists of 8 internationally aligned personalities, including myself. The Board of Directors supports the reelection. And the members up for reelection, who are Matthias Bichsel, Mikhail Lifshitz, Alexey Moskov, Gerhard Roiss and Hanne Birgitte Breinbjerg Sørensen. Marco Musetti and Lukas Braunschweiler are not up for election today. I would like to express to them my deepest gratitude for the work they have done in the past years. Marco Musetti joined the Board of Directors of Sulzer in 2011. His comprehensive wealth of experience and his expertise, especially in the area of finances, allowed him to contribute significantly to the further development of the company in the past 10 years. He was the member of the Audit and Compensation Committee as well. He was -- I'm sorry, Lukas Braunschweiler was elected as a member of the Board of Directors in 2018. With his experience in leadership, he was a great support for the work of the Board of Directors in many ways. He was also a member of the Strategy and Sustainability Committee. I would like to wish Marco Musetti and Lukas Braunschweiler much success in the future and all the best. Now to the presentation and election of the members up for reelection for the Board of Directors. Matthias Bichsel has been part of the Board of Directors since 2014. He is Vice Chair and also a member of the Strategy and Sustainability Committee. Mikhail Lifshitz was elected to the Board of Directors in 2016. He's also a member of the Strategy and Sustainability Committee and represents the Tiwel Holding in the Board of Directors. Alexey Moskov was elected in 2020 to the Board of Directors, and he is also a member of the Audit Committee and represents Tiwel in the Board -- on the Board. Gerhard Roiss is also part of the Board of Directors, has been since 2015, and is a member and Chair of the Nomination and Compensation Committee and member of the Audit Committee. Hanne Birgitte Breinbjerg Sørensen was elected to the Board of Directors in 2018, and she is the chair of the Audit Committee and member of the Nomination and Compensation Committee. The Board of Directors proposes to reelect the members of the Board of Directors, Matthias Bichsel, Mikhail Lifshitz, Alexey Moskov, Gerhard Roiss and Hanne Birgitte Breinbjerg Sørensen for the term of 1 year until the end of the next AGM. Since no questions and counterproposals were submitted, we can now move on to the election. We start with the reelection of Hanne Birgitte Breinbjerg Sørensen under item 5.2.1. Reelection of Hanne Birgitte Breinbjerg Sørensend, the absolute majority is at 13,060,968 votes, yes votes. And we have 97.97% votes in favor, 1.91% against and 0.12% of abstentions. I herewith declare that the Annual General Meeting has reelected Hanne Birgitte Breinbjerg Sørensen for the term of 1 year. Now moving on to the election of Matthias Bichsel under item 5.2.2. To the results of this reelection, absolute majority at 13,060,968 votes. Yes votes in the amount of 99.57%, no votes in the amount of 0.3% and 0.13% of abstentions. I herewith declare that the AGM has reelected Matthias Bichsel as a member of the Board of Directors for the term of 1 year. Moving on to the reelection of Mikhail Lifshitz under item 5.2.3. Now moving on to the results of this election -- reelection. Absolute majority, 13,060,968. Yes votes amounting to 97.83%, no votes 2.04% and abstention 0.13%. I herewith declare that the AGM has reelected Mr. Mikhail Lifshitz for the term of 1 year as a member of the Board of Directors. Moving on to the reelection of Alexey Moskov under item 5.2.4. Results of this election -- reelection, absolute majority is at 13,060,968. We have yes votes amounting to 96.45%, no votes 3.41% and abstentions amounting to 0.14%. I herewith declare that the AGM has reelected Alexey Moskov for the term of 1 year to the Board of Directors. Moving on to the reelection of Gerhard Roiss under item 5.2.5. The results of this reelection, absolute majority, 13,060,968 votes. Yes votes amounting to 98.81%, no votes 1.06% and abstentions amounting to 0.13%. I herewith declare that the Annual General Meeting has reelected Gerhard Roiss for the term of 1 year to the Board of Directors. Now moving on to Part 3 of the elections, the election of new members. This is the presentation of the new members up for election to the Board of Directors. Suzanne Thoma is the CEO of the BKW and she is also a member of the Board of Directors of OC Oerlikon. David Metzger has several mandates as a member of the Board of Directors. Amongst them, the listed Swiss Steel, and he also will be representing Tiwel in the Board -- on the Board of Directors of Sulzer. Since there were no questions and counterproposals submitted, we move on with the election with item 5.3.1, election of Suzanne Thoma. Absolute majority, 13,060,968 votes. Yes votes amounted to 91.26%, no votes 8.59% and abstentions 0.15%. I herewith declare that the AGM reelects Suzanne Thoma for the term 1 year to the -- I'm sorry, elects Suzanne Thoma to the Board of Directors for the term of 1 year. Now moving on to the election of David Metzger under item 5.3.2. To the results of this election, absolute majority at 13,060,968 votes. Yes votes amounting to 94.2%, no votes 5.64%, abstention 0.16%. I herewith declare that the AGM has elected David Metzger for the term of 1 year to the Board of Directors. I would like to thank you for your trust and would like to congratulate the newly elected members of the Board of Directors on their election or reelection. The Board of Directors will have a meeting after this AGM in its new form and will publish decisions accordingly and resolutions accordingly. This concerns the election of the Vice President to the Board of Directors, the election of the Chairman of the Compensation Committee, the election of the -- and constitution of the Strategy and Sustainability Committee, which means also electing the members and the chair, and the election and constitution of the Audit Committee, which also means the election of the members and the chair. Moving on to the election of the members of the Compensation Committee. We have the reelection of Hanne Birgitte Breinbjerg Sørensen as a member of the Compensation Committee. The Board of Directors proposes to reelect Hanne Birgitte Breinbjerg Sørensen for the term of 1 year until the end of the next AGM as member of the Compensation Committee. She was elected to the Board of Directors in 2018. And also, since 2019, she's been a member of the Nomination and Compensation Committee, and she's also the chair of the Audit Committee. Since no questions and counterproposals have been submitted, we move on with the election -- or reelection of Hanne Birgitte Breinbjerg Sørensen under item 6.1.1. Results of the election -- reelection. Absolute majority, 13,060,968 votes. Yes vote amounting to 91.74%, no votes 8.08% and abstentions amounting to 0.18%. I herewith declare that the AGM has reelected Hanne Birgitte Breinbjerg Sørensen for the term of 1 year as a member of the Compensation Committee. I would like to congratulate Ms. Sørensen on her reelection as a member of the Compensation Committee. The Board of Directors proposes to reelect Gerhard Roiss for the term of 1 year until the end of the next AGM as a member of the Compensation Committee. Gerhard Roiss has been a member of the Board of Directors of Sulzer since 2015. He is also the Chairman of the Compensation Committee and member of the Audit Committee. Since no questions and counterproposals have been submitted, we move on with the election under item 6.1.2. Results of the reelection of Gerhard Roiss to the Compensation Committee. Absolute majority, 13,060,968. Yes votes amount to 91.83%, no votes 7.98%, abstentions 0.19%. I herewith declare that the AGM has reelected Gerhard Roiss for the term of 1 year as a member of the Compensation Committee. I would like to congratulate Mr. Roiss to his reelection to the Board of -- I'm sorry, to the -- as a member of the Compensation Committee. Now to the newly -- new election of a member of the Compensation Committee, the Board of Directors proposes to elect Suzanne Thoma for the term of 1 year until the end of the next ordinary Annual General Meeting as member of the Compensation Committee. She was elected to the Board of Directors today, and she has a vast experience with -- considering the fact that she has been part of a Compensation Committee of a listed company. There were no questions or counterproposals submitted regarding her election, which is why we move on to the results. Absolute majority, 13,060,968. Yes votes amounting to 89.21%, no votes 10.59%, abstentions 0.19%. I herewith declare that the AGM has reelected Suzanne Thoma for the term of 1 year as a member of the Compensation Committee. I would like to congratulate Ms. Thoma on her election as a member of the Compensation Committee. Now moving on to item 7, reelection of the auditors. The Board of Directors proposes to reelect KPMG Zurich as auditors for the term of 1 year. Since no questions or counterproposals have been submitted, we move on to this reelection. The results of this election, absolute majority, 13,060,968. Yes votes amount to 99.38%, no votes 0.52%, abstention 0.1%. I herewith declare that the AGM has reelected KPMG as auditors for the term of 1 year. I congratulate them on their reelection. Moving on to item 8, reelection of the independent proxy. The Board of Directors proposes to reelect for the term of 1 year until the end of the next AGM to reelect Proxy Voting Services as independent proxy. Proxy Voting Services complies with the requirements regarding independence, especially because she has no other dealings with Sulzer. Since no questions or counterproposals have been submitted, we now move on to the reelection. To the results of this reelection, absolute majority, 13,060,968. Yes votes amounting to 99.91%, no votes 0.01%, abstentions 0.08%. I herewith declare that the AGM has reelected Proxy Voting Services as its independent proxy for the term of 1 year. I congratulate Proxy Voting Services on their reelection. Moving on to item 9, change of the Articles of Association. Generating the condition share capital, the Board of Directors proposes to amend the Articles of Association with a new, article, 3a, to generate additional conditional share capital. To pass this vote, at least 2/3 of today's votes represented have to agree with this change. The Board of Directors should, in this way, have a means to refinance or acquire or use this capital for other financing purposes and that in the amount of a maximum of 5% of the new share capital. We move on to the vote on this item. Qualified majority, 17,414,624. Yes votes amount to 96.51%, no votes 3.28% and abstentions [ 0.22% ]. I herewith declare that the AGM has approved the suggested changes to the Articles of Associations with the 2/3 majority. Ladies and gentlemen, dear shareholders. I thank you for your interest in Sulzer, and I wish you all the best and much health in the future. We hope that we will see you again in person at our next AGM. This concludes today's Annual General Meeting. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]