2015 financial statements
31 Dividend payment
Based on the resolution of the annual General Meeting of 1 April 2015, a distribution of CHF 3.25 per outstanding share was made to the shareholders from the capital contribution reserves on 9 April 2015 (total amount: CHF 149.1 million; previous year: CHF 3.25 per share).
For the business year 2015, the Board of Directors will propose a distribution of a total of CHF 3.30 per share to the annual General Meeting on 31 March 2016. The distribution comprises a payment out of the capital contribu-tion reserves of CHF 1.80 per share respectively a maximum of CHF 82.6 million and dividends paid from retained earnings of CHF 1.50 per share respectively a maximum of CHF 68.8 million. (Treasury shares are not entitled to dividends or distributions; therefore, the total amounts for dividend payments and distributions out of the capital contribution reserves respectively the corresponding carry-forwards may deviate from these figures.)
32 Related parties
The disclosure of this note is made according to IFRS. In the reporting year, the Board of Directors and parties related to the Board of Directors, the Executive Board, the associated company as well as the Israeli company Alony Hetz Properties & Investments Ltd as a shareholder with 12.21 % of the voting rights (as at the end of 2015), which is controlled by two members of the Board of Directors of PSP Swiss Property Ltd, were considered as related parties (corporate or individual).
The disclosure of the following remunerations to the Members of the Board of Directors and the Executive Board is made according to the accrual principle (relating to the period of service and independent of payment flows). Further details on the remunerations are shown in the Corporate Governance section on pages 136 to 137.
1 The mandatory employer contributions to the state pension scheme (Old Age and Survivors’ Insurance, “AHV”) is – in such amount that entitles to the maximum AHV pension benefits – newly included in 2014 as compensation element and listed under employer contributions pension benefits. It amounts in aggregate to TCHF 14, out of a total of TCHF 61 employer contributions to the social security insurances (AHV/IV/EO). No non-executive member is insured under a company pension scheme.
Compensations to members of the Board of Directors (non-executive)
Adrian Dudle, Member, elected at the
annual General Meeting of 3 April 2014 56 0 0 3 59
1 Allocated in week 50/2014 at the market value per share at allocation date (average of end of day share prices week 50/2014: CHF 82.89).
2 The mandatory employer contributions to the state pension scheme (Old Age and Survivors’ Insurance, “AHV”) is – in the amount of TCHF 11 that entitles to the maximum AHV pension benefits – newly included in 2014 as compensation element and listed – together with the employer contributions to the company pension scheme – under employer contributions pension benefits. The total employer contributions to the social security insurances (AHV/IV/EO) amount to TCHF 224. The performance-based compensation is not insured under the company pension schemes; the fixed compensation only up to an amount of TCHF 700.
Compensations to members of the Executive Board (incl. executive member of the Board of Directors) business year 2014
blocked shares1 Employer contributions
Delegate of the Board of Directors
and Chief Executive Officer 882 0 0 921 11 111 219 2 022
Financial statements
In the reporting year, fees for legal advice were paid in the amount of CHF 0.024 million to the law firm Niederer Kraft & Frey AG, Zurich, where Prof. Dr. Peter Forstmoser holds the position of a partner (previous year: CHF 0.064 million). Since 2001, there has been a lease contract, according to which Niederer Kraft Frey AG leases storage facilities from PSP Swiss Property with an annual rent of CHF 0.11 million in the reporting year. For Niederer Kraft &
Frey AG as well as for PSP Swiss Property, this annual rent is marginal and therefore neglectible compared to legal fee turnover respectively rental income. No further disclosable fees and compensation were paid to Members of the Board of Directors or the Executive Board respectively their related parties for additional services to PSP Swiss Property Group.
1 The mandatory employer contributions to the state pension scheme (Old Age and Survivors’ Insurance, „AHV“) is – in such amount that entitles to the maximum AHV pension benefits – included in 2015 as compensation element and listed under employer contributions pension benefits. It amounts in aggregate to TCHF 13, out of a total of TCHF 31 employer contributions to the social security insurances (AHV/IV/EO). No non-executive member is insured under a company pension scheme.
Compensations to members of the Board of Directors (non-executive)
1 Allocated in week 50/2015 at the market value per share at allocation date (average of end of day share prices week 50/2015: CHF 84.25).
2 The mandatory employer contributions to the state pension scheme (Old Age and Survivors’ Insurance, “AHV”) is – in the amount of TCHF 11 that entitles to the maximum AHV pension benefits – included in 2015 as compensation element and listed – together with the employer contributions to the company pension scheme – under employer contributions pension benefits. The total employer contributions to the social security insurances (AHV/IV/EO) amount to TCHF 180.
The performance-based compensation is not insured under the company pension schemes; the fixed compensation only up to an amount of TCHF 700.
Compensations to members of the Executive Board (incl. executive member of the Board of Directors) business year 2015
blocked shares1 Employer contributions
Delegate of the Board of Directors
and Chief Executive Officer 882 0 0 883 10 480 222 1 987
Participations of members of the Board of Directors (non-executive)
Number of shares 31 December 2014 31 December 2015
Günther Gose, Chairman 28 093 18 000
Adrian Dudle, Member 0 0
Peter Forstmoser, Member 2 000 2 000
Nathan Hetz, Member1 5 600 000 5 600 000
Gino Pfister, Member 860 860
Josef Stadler, Member 168 168
Aviram Wertheim, Member1 0 0
Total 5 631 121 5 621 028
Participations of members of the Executive Board (incl. the executive member of the Board of Directors)
Number of shares 31 December 2014 31 December 2015 Luciano Gabriel, Delegate of the Board of Directors and Chief Executive Officer 171 394 182 042
Giacomo Balzarini, Chief Financial Officer 41 378 44 706
Ludwig Reinsperger, Chief Investment Officer 35 861 37 231
Total 248 633 263 979
1 Held by Alony Hetz Properties & Investments Ltd which is controlled by Nathan Hetz.
At the end of the respective periods, the non-executive members of the Board of Directors (including their related parties) held the following number of PSP shares:
As at the end of 2014, the non-executive members of the Board of Directors (including their related parties) held no options on PSP shares at the end of 2015.
At the end of the periods, the executive member of the Board of Directors and the other members of the Executive Board (including their related parties) held the following number of PSP shares:
As at the end of 2014, the executive member of the Board of Directors and the other members of the Executive Board (including their related parties) held no options on PSP shares at the end of 2015.
As in the previous year, no loans were granted to members of the Board of Directors or the Executive Board respec-tively their related parties in 2015. As at 31 December 2014, there were no such accounts receivable from these groups of persons at the end of 2015.
As at the end of 2014, there were no claims on related parties at the end of 2015.
Financial statements
33 Subsequent events
For the refinancing of financial liabilities, a 0.50 % bond with a duration from 2016 to 2024 and a volume of CHF 225 million was issued on 16 February 2016.
On 24 February 2016, Steiner AG – according to its own statement – has lodged a complaint with the Commercial Court of the Canton of Zurich against the group subsidiary PSP Properties Ltd and Löwenbräu-Kunst AG (com-plaint amount of CHF 58.5 million). PSP Swiss Property has not yet received a copy of the com(com-plaint. PSP Swiss Property has always rejected the additional claims by Steiner AG related to the Löwenbräu construction project in Zurich West. The statement of Steiner AG in its press release dated 24 February 2016 is not in accordance with the facts; PSP Swiss Property rejects additional claims by Steiner AG.
There were no further subsequent events.