Annual Report 2007 - RUAG

Annual Report 2007 - RUAG Annual Report 2007 - RUAG

04.07.2013 Views

REPORT BY THE BOARD OF DIRECTORS Implementation of Strategy 2010 is progressing Together with general oversight of the Group, strategic issues were again at the top of the RUAG Board of Directors’ agenda in 2007. The business development process launched with the Group’s new Strategy 2010 continued successfully. The Executive Board submitted a concrete implementation plan covering the different sub-strategies to the Board of Directors, which acknowledged and approved these sub-strategies. The Board of Directors also approved the corporate plan for 2008 to 2011. Revised owner's strategy In addition to the regular scheduled exchange of information between the Board of Directors and the shareholder, the Board was also involved in the re-authorization of the owner's strategy by the Swiss Federal Council. After the owner's strategy adopted in 2002 expired at the end of 2006, certain points were revised by the Swiss government. The revised strategy entered into force on 1 April 2007 and remains in effect until the end of 2010. The Federal Council regards RUAG as a major factor in its security policy deliberations. The following are among the fundamental business policy principles embodied in the owner's strategy: "The Federal Council expects RUAG to arrange its business activities and pursue business policies that • lead to strategic customer relationships in the military and civilian sectors that entail a high level of customer satisfaction and sustainable development; 10 • keep RUAG competitive; • provide a healthy financial foundation; • reflect a commitment to a progressive human resources policy; • support RUAG's public image as a high-performing, internationally active technology group committed to ethical principles." The Federal Council's owner's strategy and the Board of Directors’ Strategy 2010 provide the strategic foundations for the Group’s development over the next several years. Both of these foundations have the same goal: the success and long-term survival of RUAG. Production of the successful Do 228-212 resumes A significant step in the implementation of the civil aviation sub-strategy was resuming series production of the Do 228-212 two-engine turboprop aircraft. The decision to undertake the necessary investments was one that the Board of Directors considered very carefully. Well over two hundred of these aircraft were built at the plant in Oberpfaffenhofen, Germany, and 1 Three markets Aviation & Space Defence & Security Ammunition & Products marketed worldwide from 1982 to 2002. With the purchase of the Aircraft Services division of the former Fairchild-Dornier, RUAG also acquired the type certificate as original manufacturer of this aircraft model. Some 150 of these aircraft remain in service today, with RUAG providing maintenance for many of them. Recent market studies have shown that the characteristics of this plane when outfitted with the latest technology make it a strong contender on the "special mission aircraft" market. Two new Do 228-212 aircraft have already been built and delivered to the Dutch Coast Guard. The Board of Directors has approved the resumption of series production of the "new generation" Do 228-212. The project is in conformity with the corporate strategy and based on existing know-how and facilities. The entrepreneurial risk is readily assessed and manageable. The manufacturing plan calls for final assembly and customer-specific outfitting of the planes at Oberpfaffen- 2 Three prongs 3 Three success factors Profitability Market position Technological expertise Local base – international focus Strategic customer relationships Highly skilled staff

hofen. With the exception of customer-specific items, all components including fuselage and wings are bought in from partner companies. This entails closer collaboration particularly with Indian aircraft manufacturer Hindustan Aeronautics Ltd. in Kanpur, which has been successfully manufacturing the Do 228 under licence for the Indian market for several years. Internal Control System The RUAG subsidiaries possess a functional internal control system that has evolved over time. Risks are periodically assessed in view of market developments, projects and business processes. Recent Swiss legislation, however, requires greater transparency in this area from all businesses. In future the existence of the internal control system will have to be verified by the external auditors. To prepare for the necessary review, the control system will have to be systematized and visualized. The Board of Directors has initiated a project to carry out these tasks. During the year under review, the project advanced to a stage where the Board of Directors was able to adopt basic principles for the internal control system. These principles are binding from 1 January 2008. Annual shareholders’ meeting Federal Councillor Samuel Schmid, head of the Federal Department of Defence, Civil Protection and Sports, represented the shareholder at the annual shareholders’ meeting held in Thun in May. He praised the success- ful evolution of RUAG and thanked the Board of Directors, Executive Board and employees for their hard work. RUAG announced its strongest operating profit since the company's founding in 1999. The 2006 financial statements were approved, the actions of the governing bodies ratified and the distribution of a dividend resolved. The shareholder also approved the proposed compensation of the Board of Directors. Elections In the statutory elections, the annual shareholders’ meeting confirmed CEO Toni J. Wicki, Deputy Chairman Dr Hanspeter Käser and Major General Jakob Baumann as members of the Board of Directors. Dr Peter Saurer tendered his resignation with effect from 31 December 2007; he had represented the Federal Department of Finance on the Board since 2002 and had already retired from his position as Deputy Director of the Federal Department of Finance in 2006 on age grounds. The Board of Directors thanks Dr Saurer for his valuable service to RUAG. Konrad Peter Chairman of the Board of Directors On 20 December 2007 the shareholder elected barrister Dr Hans Lauri, former member of the Council of States and Director of Finance for the Canton of Berne, to succeed Peter Saurer as of 1 January 2008. Ueli Emch announced his retirement from the Executive Board and as CEO of the RUAG Electronics subsidiary with effect from the end of August 2008 on age grounds. The Board of Directors elected Andreas P. Herren, currently head of the C4ISTAR division of RUAG Electronics, to succeed him. Andreas Herren will assume his new duties on 1 September 2008. Acknowledgements At the close of this successful financial year, the Board of Directors especially thanks RUAG’s customers for their confidence and for their orders, the owner for maintaining a good working relationship and the Executive Board and the employees for their outstanding performance. Those bearing responsibility for the RUAG technology group remain dedicated to meeting the needs and expectations of its customers, shareholder, employees and stakeholders. Toni J. Wicki Chief Executive Officer 11

hofen. With the exception of customer-specific<br />

items, all components<br />

including fuselage and wings are<br />

bought in from partner companies.<br />

This entails closer collaboration particularly<br />

with Indian aircraft manufacturer<br />

Hindustan Aeronautics Ltd.<br />

in Kanpur, which has been successfully<br />

manufacturing the Do 228 under<br />

licence for the Indian market for<br />

several years.<br />

Internal Control System<br />

The <strong>RUAG</strong> subsidiaries possess a functional<br />

internal control system that has<br />

evolved over time. Risks are periodically<br />

assessed in view of market developments,<br />

projects and business<br />

processes. Recent Swiss legislation,<br />

however, requires greater transparency<br />

in this area from all businesses.<br />

In future the existence of the internal<br />

control system will have to be verified<br />

by the external auditors. To prepare<br />

for the necessary review, the control<br />

system will have to be systematized<br />

and visualized. The Board of Directors<br />

has initiated a project to carry out<br />

these tasks. During the year under<br />

review, the project advanced to a<br />

stage where the Board of Directors<br />

was able to adopt basic principles for<br />

the internal control system. These<br />

principles are binding from 1 January<br />

2008.<br />

<strong>Annual</strong> shareholders’<br />

meeting<br />

Federal Councillor Samuel Schmid,<br />

head of the Federal Department of<br />

Defence, Civil Protection and Sports,<br />

represented the shareholder at the<br />

annual shareholders’ meeting held in<br />

Thun in May. He praised the success-<br />

ful evolution of <strong>RUAG</strong> and thanked<br />

the Board of Directors, Executive Board<br />

and employees for their hard work.<br />

<strong>RUAG</strong> announced its strongest operating<br />

profit since the company's<br />

founding in 1999.<br />

The 2006 financial statements were<br />

approved, the actions of the governing<br />

bodies ratified and the distribution<br />

of a dividend resolved. The shareholder<br />

also approved the proposed<br />

compensation of the Board of Directors.<br />

Elections<br />

In the statutory elections, the annual<br />

shareholders’ meeting confirmed CEO<br />

Toni J. Wicki, Deputy Chairman Dr<br />

Hanspeter Käser and Major General<br />

Jakob Baumann as members of the<br />

Board of Directors.<br />

Dr Peter Saurer tendered his resignation<br />

with effect from 31 December<br />

<strong>2007</strong>; he had represented the Federal<br />

Department of Finance on the Board<br />

since 2002 and had already retired<br />

from his position as Deputy Director<br />

of the Federal Department of Finance<br />

in 2006 on age grounds. The Board of<br />

Directors thanks Dr Saurer for his valuable<br />

service to <strong>RUAG</strong>.<br />

Konrad Peter<br />

Chairman of the Board of Directors<br />

On 20 December <strong>2007</strong> the shareholder<br />

elected barrister Dr Hans Lauri,<br />

former member of the Council of<br />

States and Director of Finance for the<br />

Canton of Berne, to succeed Peter<br />

Saurer as of 1 January 2008.<br />

Ueli Emch announced his retirement<br />

from the Executive Board and as CEO<br />

of the <strong>RUAG</strong> Electronics subsidiary<br />

with effect from the end of August<br />

2008 on age grounds. The Board of<br />

Directors elected Andreas P. Herren,<br />

currently head of the C4ISTAR division<br />

of <strong>RUAG</strong> Electronics, to succeed<br />

him. Andreas Herren will assume his<br />

new duties on 1 September 2008.<br />

Acknowledgements<br />

At the close of this successful financial<br />

year, the Board of Directors especially<br />

thanks <strong>RUAG</strong>’s customers for their<br />

confidence and for their orders, the<br />

owner for maintaining a good working<br />

relationship and the Executive<br />

Board and the employees for their outstanding<br />

performance.<br />

Those bearing responsibility for the<br />

<strong>RUAG</strong> technology group remain dedicated<br />

to meeting the needs and<br />

expectations of its customers, shareholder,<br />

employees and stakeholders.<br />

Toni J. Wicki<br />

Chief Executive Officer<br />

11

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