Annual Report - Sonova Holding AG

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This report describes the principles of Corporate Governance for the Phonak Group and provides background information on the Group’s executive officers and bodies, effective March 31, 2006. The report complies with the general principles on Corporate Governance set down in the Group’s Articles of Association and Organizational Regulations, which in turn comply with the Directive on Information relating to Corporate Governance published by the SWX Swiss Exchange. Group Structure and Shareholders Group Structure The Phonak Group is headquartered in Stäfa, Switzerland, and is active in over 70 countries through a combination of 32 subsidiaries in 22 countries and a network of independent distributors. The organization chart on page 20 shows the structure of the Phonak Group. The Phonak Holding AG is the parent company and is listed on the SWX Swiss Exchange. Legal Structure For details of the legal structure of the Phonak Group as of March 31, 2006, we refer to Note 38 to the Consolidated Financial Statements (page 86 of this report). Apart from Phonak Holding AG, there are no other companies belonging to the consolidated Phonak Group whose equity securities are listed on a stock exchange. Shareholders As of March 31, the shareholders of Phonak Holding AG were the following: Outstanding shares 2006 2006 2005 Founding shareholders Number in % in % Beda Diethelm 7,462,000 11.24 12.72 Andy Rihs 7,239,100 10.91 12.18 Hans-Ueli Rihs 6,057,953 9.13 9.50 Public shareholders 45,601,872 68.72 65.60 Total share capital 66,360,925 100.00 100.00 The founding shareholders are those who were already shareholders before the Initial Public Offering in November 1994. There are no shareholders’ agreements between these persons. The Phonak Group does not know of any minority shareholder who owns more than 5% of the share capital and voting rights. Investors who had previously exceeded the 5% threshold, FMR Corp., Fidelity International Limited, and Chase Nominees Ltd., have since reported the reduction of their holdings to below the obligatory disclosure limit of 5% in accordance with Art. 20 of the Swiss Stock Exchange Law “Disclosure of holdings”. As of March 31, 2006, a total of 16,235 (previous year 16,381) shareholders were entered in the share register of Phonak Holding AG. Of these 1,275 (previous year 1,027) were non-Swiss nationals who held a total of 17.4% (previous year 18.1%) of the outstanding shares. Key data for shares Key data for the shares of Phonak Holding AG as of March 31: 2006 2005 2004 Market capitalization in CHF m 4,924 2,720 1,997 in % of equity 785% 605% 572% Share price in CHF 74.20 41.20 30.50 P/E ratio 28.9x 28.7x 29.0x Listing SWX Swiss Exchange Security No. 1,254,978 ISIN CH0012549785 Corporate Governance 19
Phonak Holding AG Board of Directors Phonak Group CEO, Management Board Phonak Hearing Systems Unitron Hearing Wireless Communication Systems Phonak AG Stäfa, Switzerland Phonak GmbH Fellbach-Oeffingen, Germany Hansaton Akustische Geräte-Gesellschaft m.b.H. Wals-Himmelreich, Austria Phonak France SA Bron-Lyon, France Phonak Italia Srl Milan, Italy Phonak Ibérica, S.A. Alicante, Spain Ets. Lapperre BHAC NV Groot-Bijgaarden, Belgium Phonak Belgium NV Dilbeek, Belgium Phonak B.V. Nieuwegein, The Netherlands Phonak Danmark A/S Frederiksberg, Denmark Phonak AB Stockholm, Sweden Phonak AS Oslo, Norway Phonak Group Ltd. Warrington, United Kingdom Phonak Polska Sp. Z o.o. Warsaw, Poland 20 Corporate Governance Phonak LLC Warrenville, USA Phonak Canada Ltd. Mississauga, Canada CAS Produtos Médicos Ltda. Sao Paulo, Brazil Phonak Pty. Ltd. Baulkham Hills, Australia Phonak New Zealand Ltd. Auckland, New Zealand Jordan Hearing Aids Manufacturing Co. Ltd. Amman, Jordan Phonak Japan Co., Ltd. Tokyo, Japan Phonak (Sichuan) Co., Ltd. Sichuan, China THC Finance Ltd. Bermuda RAV Finance Inc. USA Metro Hearing Inc. Wilmington, USA HIMSA, A/S Copenhagen, Denmark Cochlear Acoustics Ltd. London, United Kingdom Unitron Hearing GmbH Fellbach-Oeffingen, Germany Unitron Hearing B.V. Nieuwegein, The Netherlands Unitron Hearing, Inc. Plymouth (Minnesota), USA Unitron Hearing Ltd. Kitchener, Canada Unitron Hearing (Suzhou) Co., Ltd. Suzhou, China Unitron Hearing Korea Co., Ltd. Seoul, South Korea Phonak Communications AG Murten, Switzerland
Page 1 and 2: Annual Report 2005/06 Annual Report
Page 3 and 4: FIVE-YEAR KEY FIGURES (Consolidated
Page 5 and 6: CHAIRMAN’S FOREWORD In 2005/06, t
Page 7: Move with the melody
Page 10 and 11: digital entry-level product line, w
Page 12 and 13: MARKETS General market development
Page 15 and 16: NEW TECHNOLOGIES AND PRODUCTS Platf
Page 17 and 18: OPERATIONS AND STAFF Operations Wit
Page 19: Listen to life
Page 24 and 25: Capital Structure Changes in capita
Page 26 and 27: Left to right: Robert F. Spoerry, D
Page 28 and 29: Andy Rihs (born in 1942) has been C
Page 30 and 31: Dr. Valentin Chapero Rueda (born in
Page 32 and 33: Share and option ownership of membe
Page 34 and 35: Highest total compensation The high
Page 36 and 37: Investor Relations Calendar July 6,
Page 39 and 40: SUSTAINABILITY Phonak’s managemen
Page 41 and 42: Our customers buy a better quality
Page 43 and 44: Corporate Governance Phonak’s Boa
Page 45: Push your performance
Page 49 and 50: Consolidated Income Statement 1,000
Page 51 and 52: Consolidated Statement of Cash Flow
Page 53 and 54: Notes to the Consolidated Financial
Page 55 and 56: equity method, the investment in an
Page 57 and 58: Short-term debts Short-term debts c
Page 59 and 60: Employee benefit plans Phonak has v
Page 61 and 62: 5. Segment information Profit or lo
Page 63 and 64: 6. Consolidated Income Statement by
Page 65 and 66: 9. Financial income/(expenses), net
Page 67 and 68: 11. Earnings per share Basic earnin
Page 69 and 70: 17. Inventories 1,000 CHF Raw mater
Page 71 and 72: 19. Investments in associates and j
Page 73 and 74:
1,000 CHF Cost Balance April 1 Chan
Page 75 and 76:
Among various other items, other pr
Page 77 and 78:
27. Other long-term liabilities 1,0
Page 79 and 80:
29. Acquisition of subsidiaries Dur
Page 81 and 82:
30. Related-party transactions 1,00
Page 83 and 84:
The amount recognized in the consol
Page 85 and 86:
Summary of outstanding and exercisa
Page 87 and 88:
35. Number of employees At March 31
Page 89 and 90:
38. List of significant consolidate
Page 91:
Cherish the cheers
Page 95 and 96:
Income Statement 1,000 CHF Income M
Page 97 and 98:
Notes to the Financial Statements 1
Page 99 and 100:
3.4 List of significant investments
Page 101 and 102:
Appropriation of Available Earnings
Page 103:
Launch a laugh
Page 106 and 107:
Phonak AB Hornsbruksgatan 28 SE-117
Page 108 and 109:
Impressum Concept Althaus & Weil AG
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Annual Report - Sonova Holding AG

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