Wincor Nixdorf AG Annual Report 2011/2012
2011/20121 2010/20112 Change Statement of Income (€ millions)
Net Sales 2,343 2,328 1%
Gross profit 490 570 –14%
Gross profit as a percentage of net sales 20.9% 24.5% –
Research & development expenses –90 –100 –10%
R&D expenses as a percentage of net sales 3.8% 4.3% –
Selling, general and administration expenses3 –299 –308 –3%
SG&A expenses as a percentage of net sales 12.8% 13.2% –
Operating profit (EBIT) 101 162 –38%
Goodwill amortization 0 0 –
EBITA4 101 162 –38%
EBITA as a percentage of net sales (EBITA margin) 4.3% 7.0% –
Amortization/depreciation of property, plant and equipment
and licenses and write-down of reworkable service parts 73 63 16%
EBITDA 174 225 –23%
EBITDA as a percentage of net sales (EBITDA margin) 7.4% 9.7% –
Profit for the period 63 108 –42%
Profit for the period as a percentage of net sales 2.7% 4.6% –
Earnings per share (€)5 2.10 3.60 –
Cash flow (€ millions)
Cash flow from operating activities 88 144 –39%
Cash flow from investment activities –55 –66 –17%
Sept. 30, 2012 Sept. 30, 2011 Change Key Balance Sheet Figures (€ millions)
Working Capital 337 263 74
as a percentage of net sales (annualized) 14.4% 11.3% –
Net debt 199 199 0
Equity6 329 330 –1
Human Resources
Number of Employees (September 30) 9,057 9,171 –114
1) Oct. 1, 2011 – Sept. 30, 2012. 2) Oct. 1, 2010 – Sept. 30, 2011. 3) Including other operating income
and expenses.
4) Net profit on operating activities before interest, taxes and amortization of goodwill.
5) Calculated on basis of 29.776 million shares.
6) Including non-controlling interests.
Key Figures 2011/2012.
10-year Net Sales History. €m
02/03 03/04 04/05 05/06 06/07 07/08 08/09 09/10 10/11 11/12 2,500 2,250 2,000 1,750 1,500 1,250 1,000 750 500 250 Change 9% 11% 12% 10% 8% –3% 0% 4% 1% 1,440 1,576 1,744 1,948 2,145 2,319 2,250 2,239 2,328 2,343
10-year EBITA History. €m
02/03 03/04 04/05 05/06 06/07 07/08 08/09 09/10 10/11 11/12 250 225 200 175 150 125 100 75 50 25 Change 12% 17% 18% 16% 11% –13% –9% 0% –38% 104 116 137 161 186 206 179 162 162 101
Wincor Nixdorf AG Annual Report 2011/2012
Products and Services, see page 56 et seq. www.wincor-nixdorf.com
synergies.
In parallel, we are working at pace to expand our business in emerging countries, the aim being to tap into their growth to an even greater degree and thus compensate for the difficult market conditions currently being experienced in Europe.
Despite considerable investment restraint on the part of European banks and retailers, the market continues to present a number of opportunities. With companies pursuing efforts to slim down and consolidate their operations, our standardized service portfolios as well as our CINEO hardware now hold even greater appeal. For instance, they include software solutions packages, services aimed at safeguarding high-level availability, and offerings centered on low-cost operation and management of installed hardware as well as efficient updating of software applications.
Last but not least, as a partner to our customers we are firmly committed not only to further extending our expertise when it comes to automating cash payment transactions, but also to sup-porting cashless and mobile payment methods by providing state-of-the-art technology.
The Company.
Operating at a global level, Wincor Nixdorf assists retail banks and retailers by supplying success-ful IT solutions designed to optimize their processes at the interface with customers. This is all the more important when one considers that both industries are exposed to intense competition, forcing them to improve their business processes continuously.
Our Vision.
Wincor Nixdorf is a leading supplier of IT solutions and services centered around the branch and store operations of banks and retailers.
Our Mission.
We develop technologies tailored to our customers' consumer-facing operations. In doing so, we are able to capture the essence of market trends in new methods of interaction while also pursuing process excellence.
We are fully committed to exceeding the expectations of our national and international customers through innovative solutions and highly competitive deployment processes.
Solutions Portfolio and Core Competencies.
Wincor Nixdorf provides IT-based solutions aimed at efficiently shaping and automating business processes. We have developed particular expertise in bringing together hardware, software, and services to create a well-balanced, seamless offering. This provides us with a solid platform from which to optimize business processes on behalf of our customers, e.g., with regard to total cost of ownership. Our portfolio thus encompasses everything from process consulting and design to the on-site provision of solutions, as well as the integration and operation of installed technology.
Wincor Nixdorf AG Annual Report 2011/2012
How we create value for our customers Focusing on key customer processes International Subsidiaries. see cover Markets and Competitive Positioning, see page 59
Wincor Nixdorf Around the Globe.
Countries with a Wincor Nixdorf presence.
Markets and Market Positions.
Wincor Nixdorf is recognized as an innovation driver within its business segments: Supplying specialist software and services, we are acknowledged as one of the market leaders in our field In the hardware business, we are ranked second in Europe and worldwide in terms of the volume of ATMs shipped We have established ourselves as Europe’s number 1 and the world number 2 for the shipment of Electronic Point of Sale (EPOS) systems
Wincor Nixdorf Worldwide.
Our home market is Europe; it is here that we continue to generate more than 70% of our net sales. We have established a market presence in more than 130 countries worldwide, 42 of which are served by our own subsidiaries.
Wincor Nixdorf AG Annual Report 2011/2012
Net Sales by Segment. in €m
1,524 65% Banking
35% 819 Retail
Net Sales by Business Stream. in €m
1,100 47%
Hardware 53% 1,243Software/ Services
Net Sales by Region.
in €m 385 16% Asia/Pacific/ Africa 49% 1,134 Europe 252 11% Americas 572 24% Germany
Group: Business impacted by macroeconomic uncertainties, particularly in Europe Despite these conditions, net sales remain stable at +1% At the same time, EBITA plunges by 38% to €101 million; this figure reflects restructuring costs of €40 million Encouraging growth in Software/Services business by 6% offsets decline in Hardware business (–5%) Extensive restructuring program already implemented to a large extent for the purpose of enhancing global competitiveness In parallel, growth regions are further strengthened At €90 million, capital expenditure on R&D remains high
Banking segment: At €1,524 million, net sales remain largely unchanged year on year (2010/2011: €1,527 million) EBITA contracts by 43% to €69 million* (€120 million) EBITA margin falls to 4.5% (7.9%)
Retail segment: Net sales up by 2% to €819 million (2010/2011: €801 million) EBITA declines by 24% to €32 million* (€42 million) EBITA margin contracts to 3.9% (5.2%)
Group Business Performance, see page 63 et Seq.
Segment Performance, see page 68 et Seq.
Report on Expected Developments, see page 97 et seq.
2012/2013: Subdued Growth
and Ongoing Restructuring Measures.
Market situation remains challenging against the backdrop of volatile economic climate Wincor Nixdorf braces itself for sustained weakness in demand, particularly in Europe Growth in business more pronounced in emerging countries than in established markets Slight growth of 2% expected in net sales EBITA estimated at €120 million, factoring in €20 million attributable to costs of con-tinued restructuring Following successful completion of first phase, restructuring will focus on R&D as well as new global supply and production networks Capital expenditure on R&D remains at a high level
Wincor Nixdorf AG Annual Report 2011/2012
Magazine REENGINEERING PROCESSES, see page 23 et seq.
Global Processes. Worldwide Standards.
In an interview for the Magazine section of this Annual Report, the renowned economist Jagdish Bhagwati describes globalization from a macroeconomic perspective as “the inte-gration of the national into the international economy” (see Magazine, page 27). Bhagwati’s observation applies equally to businesses. Globalization offers companies an opportunity to participate in global economic growth or benefit from greater commer-cial activity across borders. However, it also presents them with specific challenges that they have to overcome in order to thrive and exploit new business opportunities around the globe.
With sales outside Germany accounting for over 70% of the Group’s total net sales, Wincor Nixdorf established itself as an international company some time ago. Nevertheless, the conditions in which it operates are changing constantly, not least in response to the needs of its worldwide customer base, the demand for complex global solutions, the emergence of new competitors, and the long-term growth prospects in emerging countries.
Against this background, “global processes” and “worldwide standards” are just some of the strategies that Wincor Nixdorf is developing and putting into practice. They also form part of the restructuring measures that the Company has already largely implemented in response to changing market conditions and that it intends to pursue in the current fiscal year 2012/2013, especially with regard to research and development and new global supply and production networks. The aim is to establish a process of ongoing change and thus provide a major boost to our competitive position at the international level. Plans to expand in emerging countries will play a key role in this overall strategy. You can find out more in the Management Report and under the heading REENGINEERING PROCESSES on page 23 of the Magazine section.
Wincor Nixdorf AG Annual Report 2011/2012
Cross references within the Annual Report Link to Internet Reference to nonfinancial performance indicators
Letter to Shareholders.
4
The Management Team.
6
Wincor Nixdorf Stock.
8
Corporate Governance.
12
Supervisory Board Report.
18
MAGAZINE: REENGINEERING PROCESSES.
23
Responsibility Statement.
52
Group Management Report.
54
Group Accounts.
104
Notes to the Group Financial Statements.
108
Auditor’s Report.
148
Glossary.
149
Financial Calender, Editorial.
152
International Subsidiaries.
153
Contents.
For a detailed table of contents relating to the Group Management Report, please refer to page 53. For a detailed table of contents relating to the Notes to the Group Financial Statements, please refer to page 103.
Wincor Nixdorf AG Annual Report 2011/2012
“Panta rhei,” observed the Greek philosopher Heraclitus more than 2,500 years ago – “everything flows.” His words speak right to the heart of our modern age. Seldom before have business and society changed so much in such a short time. The mobility, flexibility, and complexity of our world are increasing constantly and at an ever-faster pace.
Against this wider background, the conditions that affect our own business are also subject to constant change; hence the need for Wincor Nixdorf to undergo deep-rooted structural reform. The changes we face are many and varied: demand for global solutions; a trend among our customers towards transnational tendering; new competitors; and substantial opportunities for long-term growth in the world’s emerging markets.
In Europe, which accounts for the lion’s share of our net sales (73%), fiscal 2011/2012 was marked by unre-mittingly tough conditions. In particular, the reluctance of many banks to invest as a result of the sovereign debt crisis had a major impact on our business.
Overall, we ended the fiscal year with a modest 1% increase in net sales. By contrast, EBITA declined by 38%, although to a large extent this reflects costs in the region of €40 million for the ongoing restructuring program. In line with our dividend policy of distributing around 50% of profit for the fiscal year to shareholders, this translates into a proposed dividend of €1.05 per share.
So what is the idea behind our restructuring program? Above all, we want Wincor Nixdorf to be able to respond more effectively to changes in the business environment – to make it “fit for the future.” We also want to reduce our dependence on the European market and participate more in the growth of emerging countries.
In the year under review, we therefore began to move development work on products aimed at the emerg-ing markets to the Asia-Pacific region. We have been expandemerg-ing our local production capacity in this region for several years – with considerable success. At present, we are also making greater efforts to increase the share of locally sourced products in our supply chain. This will mean shifting part of our value chain from Europe to Asia.
Wincor Nixdorf AG Annual Report 2011/2012
These measures are not intended simply to improve our growth prospects in the emerging markets; they will also boost our overall competitive position at a global level. The first successfully completed steps in our restruc-turing program share the same broad aims. We plan to reinforce our sales activities and expand our portfolio of Professional Services. This will allow us to deliver complex solutions of uniformly high quality around the globe and generate new business even more effectively. We have also streamlined our management, support, and administrative functions.
Although we have already achieved a great deal, the restructuring of our Company is not yet complete. We shall continue our efforts in this area in fiscal 2012/2013 with a stronger focus on research and development processes, new global supply chains, and the way we supply solutions to our customers. As a result of these restructuring activities, there will be a further decline in the overall size of the workforce in the current fiscal year, predominantly in Germany and Europe. In total, we expect to lose around 500 jobs in the two fiscal years between 2011 and 2013. To date, that number stands at 300. However, we also plan to take on new personnel in expanding areas such as Services/Professional Services and in fast-growing regions.
Despite the fundamental shift in global economic activity towards the emerging countries, our established markets will remain vital to us as they account for a large proportion of our total net sales. Having strengthened our sales operations, we believe we are now in a good position here – thanks above all to our software portfolio. Our new CINEO product family offers banks and retailers a tremendous opportunity to move forward in the areas of streamlining and automation.
For us, new opportunities lie in taking advantage of the trend towards consolidation among many of our customers. To this end, we need to expand our existing portfolios to include new globally standardized services for customers such as Shell and Tesco (for more information, see the magazine section of this Annual Report). As a leading innovator and, above all, as a partner, we also support banks and retailers by supplying cutting-edge technology in the fast-growing area of increasingly mobile and cashless payment systems.
As you can see, there will be no let-up in fiscal 2012/2013 in terms of the pace of change in our economy as a whole or with regard to the more specific changes within our Company. Our performance will again be deter-mined in part by ongoing uncertainty in our European market and our restructuring program. Naturally, this impacts on our forecast for the fiscal year ahead. In 2012/2013, we anticipate a modest increase in net sales of around 2%. EBITA should edge back up to around €120 million after taking account of further restructuring costs in the region of €20 million.
These changes require tremendous commitment and flexibility from our employees, and I should like to take this opportunity to express my gratitude to them. We are also grateful to our customers for their support and cooperation, and especially for inspiring us to go on devising new solutions that meet their requirements. Last but by no means least, we wish to thank you, our shareholders, for the confidence you continue to place in our Company. Rest assured that we shall make every effort to be worthy of that trust by maintaining a consistent, reliable, and of course successful performance.
Sincerely yours
Wincor Nixdorf AG Annual Report 2011/2012 Jens Bohlen
▪ Senior Vice President, Services
▪ Born 1962. ▪ Since November 2006 at Wincor Nixdorf and Member of the Executive Board; responsible for the IT services business with banks and retail companies.
Rainer Pfeil ▪ Senior Vice President, Human Resources ▪ Born 1962. ▪ Joined Wincor Nixdorf in July 2001; since then Member of the Executive Board; responsible for Human Resources.
Reinhard Rabenstein ▪ Senior Vice President, CTO
▪ Born 1954. ▪ Joined Nixdorf in 1980. ▪ Since October 2005 Member of the Executive Board and Chief Technology Officer. Thomas Fell
▪ Senior Vice President, Retail
▪ Born 1968. ▪ Joined Wincor Nixdorf in November 2010 and since then Member of the Executive Board; responsible for the Retail business.
Wincor Nixdorf AG Annual Report 2011/2012 Dr. Jürgen Wunram
Member of the Board of Directors
▪ Executive Vice President, CFO, COO
▪ Born 1958. ▪ Joined the Company in March 2007 and since then Member of the Board of Directors; responsible for finances.
Khoon Hong Lim ▪ Senior Vice President, Region Asia-Pacific ▪ Born 1951. ▪ Joined Nixdorf in 1988. ▪ Member of the Executive Board since October 2005 and responsible for Group business in Asia-Pacific.
Javier López-Bartolomé ▪ Senior Vice President, Region Americas ▪ Born 1959. ▪ Joined the Company in 1997. ▪ Member of the Executive Board since 1999; responsible for the Group business in the Americas.
Eckard Heidloff President & Chief Executive Officer
▪ President & CEO ▪ Born 1956. ▪ Joined Nixdorf in 1983. ▪ President & CEO since January 29, 2007.
Wincor Nixdorf AG Annual Report 2011/2012
Wincor Nixdorf Share Performance Subdued Proposed Dividend of €1.05 per Share
Share Performance Well Below Market as a Whole.
Share Performance. At the end of the reporting period,Wincor Nixdorf stock closed at €30.43, nearly 9% down on its fiscal year opening price as of October 3, 2011.
Recording a gain of 34% over the same period, the per-formance of the MDAX was much more solid than that of Wincor Nixdorf shares.
40 45
October November December January February March April May June July August September
2011 2012
Wincor Nixdorf MDAX (Performance Index) MSCI World
€ 140% 130% 120% 110% 100% 90% 80% 70% 91.5 % 134.2 % 122.0 % Performance of Wincor Nixdorf Shares Compared to MDAX and MSCI World.
35
30
Wincor Nixdorf AG Annual Report 2011/2012
The following points can be observed in relation to the performance of Wincor Nixdorf stock as shown in the dia-grams for the fiscal year just ended:
▪ Overall, share prices generally rose up to the end of the fiscal year, with occasional downturns in response to the European debt crisis and corresponding fears of recession.
▪ Wincor Nixdorf stock outperformed the market as a whole up to the beginning of November; the stock then fell abruptly in mid-November following publication of the Group’s outlook for the fiscal year 2011/2012.
▪ After this downturn, the stock trended in line with the market as a whole and experienced a modest recovery in February.
▪ The Company’s share price fell sharply in March and April, partly in response to the announcement of its provisional half-year results and a change in the outlook for 2011/2012. ▪ From May onward, the stock’s movements again reflected the wider market trend with intermittent signs of recov-ery in August and September.
The lowest trading price for the reporting year was €26.41 on June 28, 2012, while the highest figure of €41.90 was achieved on February 21, 2012.
The average trading volume of Wincor Nixdorf shares on all German stock exchanges declined from 3.8 million shares per month in fiscal 2010/2011 to 3.5 million shares traded per month during fiscal 2011/2012.
Basic Data.
Date first traded May 19, 2004
Issue price €20.50
Stock exchange Frankfurt Securities & Stock
Exchange (Prime Standard)
Prime sector Industrial
Total number of shares 33,084,988 shares with a nominal value of €1.00 each WKN (German securities no.) A0CAYB
ISIN DE000A0CAYB2
40 45
October November December January February March April May June July August September
2011 2012
€
Wincor Nixdorf – Absolute Share Performance with Monthly High and Low.
35 30 25 41.62 40.62 36.09 36.91 41.90 41.79 37.68 31.41 29.45 31.65 33.65 34.07 31.89 30.76 31.75 33.36 35.90 36.79 27.95 28.10 26.41 26.60 29.89 28.80
Wincor Nixdorf AG Annual Report 2011/2012
Index Membership. According to data issued by Deutsche
Börse for September 2012, Wincor Nixdorf is ranked 30th in the MDAX index on the basis of market capitalization (previous year: 25th) and also 30th (previous year: 25th) on the basis of trading volume. Both criteria are particu-larly important to make the stock more appealing to insti-tutional investors.
Index Included since
MDAX September 20, 2004
MSCI World Index (World Small Cap) June 1, 2005
Dow Jones STOXX 600 June 19, 2006
Kempen SNS Smaller Europe SRI Index
(Socially Responsible Investment) October 1, 2007
Shareholder Structure – Broad Scope of International Ownership. A total of 90% of Wincor Nixdorf’s stock is in
free float (10% treasury shares). Based on the announce-ments issued pursuant to Section 21 WpHG (German Secu-rities Trading Act), at the end of the reporting period the following entities each held an interest in Wincor Nixdorf in excess of the disclosure threshold:
▪ AMUNDI S.A. (over 3%) ▪ DB X-Trackers (over 3%)
▪ Polaris Capital Management, LLC (over 3%)
▪ Artisan Partner Funds, Inc./Artisan Partners Limited Part-nership/Artisan Investments GP LLC/Artisan Partners Holdings LP/Artisan Investment Corporation/ZCIF, Inc./ Mr. Andrew A. Ziegler Ms. Carlene M. Ziegler (over 5%) ▪ DWS Investment GmbH (over 5%)
Details concerning [ 1 ] Directors’ Dealings pursuant to
Sec-tion 15a WpHG (German Securities Trading Act) are pub-lished on the Company’s website at www.wincor- nixdorf. com in the section entitled “Investor Relations.”
Regional Distribution of Shareholders.*
* Current estimate based on figures for May 2012.
Other 15% Treasury shares 10% Canada 5% France 10% U.K. 15% 25% USA 20% Germany
Investor Relations – Ongoing Communication. For Wincor
Nixdorf, all Investor Relations activities are centered on open and proactive financial communication. We are com-mitted to providing investors and analysts with informa-tion on the strategic direcinforma-tion and development of our Company in a comprehensive and timely manner. We aim to generate confidence by establishing an ongoing dialog with the capital markets.
During fiscal 2010/2011, we held a total of 23 road shows and conferences in Denmark, Germany, the United Kingdom, Finland, France, Ireland, Canada, Switzerland, Spain, and the United States of America as a means of fos-tering close relations with existing partners and establish-ing new contacts.
[ 1 ] Details concerning Directors’ Dealings at www.wincor-nixdorf. com, Section: Investor Relations
Wincor Nixdorf Shares – Key Facts & Figures.
2011/2012 2010/2011 2009/2010 2008/2009 2007/2008
Opening price (XETRA) €33.28 €48.00 €43.70 €41.74 €59.00
Fiscal year-end price (XETRA) €30.43 €33.80 €47.83 €44.01 €41.49
Fiscal year high (XETRA) €41.90 €63.45 €55.49 €45.26 €69.19
Fiscal year low (XETRA) €26.41 €31.55 €38.55 €26.90 €39.73
Number of shares as of September 30 33,084,988 33,084,988 33,084,988 33,084,988 33,084,988
Shares in free float as of September 30 29,776,490 29,776,490 31,370,717 31,664,008 31,664,008
Free float 90.0% 90.0% 94.8% 95.7% 95.7%
Market capitalization as of September 30 €906m €1,006m €1,500m €1,394m €1,314m
Total dividend €31m1 €51m €53m €59m €67m
Dividend per share €1.051 €1.70 €1.70 €1.85 €2.13
Dividend yield
(based on fiscal year-end price) 3.45% 5.03% 3.55% 4.20% 5.13%
Earnings per share 2 €2.10 €3.60 €3.38 €3.69 €4.26
1) Proposed dividend.
Wincor Nixdorf AG Annual Report 2011/2012
We also conducted numerous one-on-one meetings with investors at our headquarters in Paderborn. These included a tour of the plant and product presentations, allowing visitors to gain a comprehensive insight into our Company and portfolio.
In all, the Board of Directors and the Investor Relations team held talks with well over 400 institutional investors in the reporting period. Fund managers from France, the United Kingdom, and the U.S. in particular showed a strong interest in our Company.
Following the publication of our quarterly figures and provisional results for fiscal 2011/2012, we discussed our financial situation and business performance in the respec-tive segments at length during several conference calls with analysts and investors.
All ad hoc announcements, press releases, and quar-terly reports are published promptly on our website, both in German and English. The website also contains exten-sive information on our share buyback programs, corpo-rate structure, management, and stcorpo-rategy, in addition to providing details on [ 5 ] corporate governance and our
Annual General Meetings.
Analyst Coverage. At the end of the fiscal year under review,
the Company was officially covered by 22 financial ana-lysts, who issue comments and recommendations on a regular basis. These analysts are (in alphabetical order):
Bank of America Merrill Lynch, Bankhaus Lampe, Beren-berg Bank, Cheuvreux, Commerzbank, Deutsche Bank, DZ Bank, equinet Bank, Fairesearch, Goldman Sachs, Hauck & Aufhäuser, HSBC Trinkaus & Burkhardt, Independent Research, Kepler Capital Markets, LBBW, MainFirst, Metzler Equity Research, M. M. Warburg, Nord/LB, Silvia Quandt Research, UBS, Wedbush Morgan Securities.
Analyst recommendations at the end of fiscal 2011/ 2012:
8 Buy
Hold 12
2 Sell
Annual General Meeting. Shareholders attending the
Annual General Meeting (AGM) of Wincor Nixdorf AG in Paderborn, Germany, on January 23, 2012, represented over 65% of the Company’s voting rights. All resolutions on the agenda were adopted with large majorities. The next [ 2 ] Annual General Meeting is scheduled to take
place in Paderborn on January 21, 2013.
Consistent Dividend Strategy. For fiscal 2010/2011, we paid
a dividend of €1.70 per share. For fiscal 2011/2012, the Board of Directors and the Supervisory Board intend to propose a dividend of €1.05 per share to the Annual Gen-eral Meeting. This represents a [ 3 ] dividend yield of 3.45%
based on the fiscal year-end price of Wincor Nixdorf stock. This means that the Board of Directors will again follow the dividend strategy established at the time of flotation, according to which around 50% of [ 4 ] profit for the year
would be distributed to shareholders.
Dividend History. € per share
Fiscal year 04/05 05/06 06/07 07/08 08/09 09/10 10/11 11/12 3.00 2.50 2.00 1.50 1.00 0.50
Change on prev. year +33% +34%1 +13% –13% –8% 0% –38% 1) Including extra dividend +99%.
2) Proposed dividend. 1.052 1.70 1.70 1.85 2.13 2.78 1.40 1.05 1.88 0.90
Treasury Shares. At the end of the reporting period, the
Company held a total of 3,308,498 treasury shares, equiv-alent to 9.99% of its share capital, as a result of repur-chase programs from fiscal 2006/2007 up to 2010/2011.
The repurchased shares are intended for all purposes admitted by the law and covered by the authorization given by the AGM, in particular to fulfill the Company’s obligations in respect of the share options already issued or to be issued to members of the Board of Directors, other managerial staff, and employees of the Company and/or subordinate associated companies.
[ 2 ]Next AGM: January 21, 2013 [ 3 ] Glossary: Dividend Yield, see page 151 [ 4 ] Glossary: Profit for the Period, see page 151
[ 5 ] Corporate Governance, see page 12 et seq.
Wincor Nixdorf AG Annual Report 2011/2012
Central component of responsible corporate management Trusted partnership between Board of Directors and Supervisory Board Transparency and openness toward stakeholders Integrity as a basis for success
Compliance firmly enshrined in the organization
Corporate Governance.
At Wincor Nixdorf, responsible, transparent business man-agement and control centered on the creation of sustained added value is considered an essential basis for commer-cial success. Indeed, corporate governance has been an integral element of management for many years. The Board of Directors and the Supervisory Board have issued the statutory statement of compliance in accordance with Section 161 AktG (German Stock Corporation Act), stating that, with the exceptions specified therein, Wincor Nixdorf complies with all the recommendations of the German Corporate Governance Code. Adherence to this Code is monitored by the Board of Directors and the Supervisory Board. Issued annually, the statement of compliance is permanently available to all shareholders on the Internet at [ 1 ] www.wincor-nixdorf.com under the heading of
Inves-tor Relations.
Close Collaboration between Board of Directors and Supervisory Board. A relationship based on close
collab-oration and mutual trust exists between the Board of Direc-tors and the members of the Supervisory Board. The Board of Directors reports regularly, promptly, and comprehen-sively to the Supervisory Board on the progress of busi-ness activities. There is also an ongoing and constructive dialog concerning strategy, corporate planning, company profitability, risk status, risk management, and compliance. For further details, please refer to the [ 2 ] Supervisory Board
report.
The Supervisory Board convened five scheduled meet-ings in the fiscal year under review. In addition, it held four extraordinary meetings during this period. The report prepared by the Supervisory Board contains further details of board meetings convened over the course of the fiscal year. The Supervisory Board has established four commit-tees: a Mediation Committee, pursuant to Section 27 (3)
MitbestG (German Co-Determination Act); a Personnel Committee, responsible for preparing the essential ele-ments of staff decisions to be made by the Supervisory Board in respect of the Board of Directors as well as with regard to the compensation structure; a Nomination Com-mittee, responsible for preparing the candidate propos-als put forward by the Supervisory Board to the Annual General Meeting for the subsequent Supervisory Board elections; and an Audit Committee. No conflicts of inter-est arose among members of the Board of Directors or the Supervisory Board.
TRANSPARENCY AND COMPLIANCE.
Internal and External Transparency. Wincor Nixdorf is
committed to providing comprehensive, continuous, and prompt information in its communications with the Com-pany's shareholders. As regards the Annual General Meet-ing of Shareholders (AGM) on January 21, 2013, we will again appoint a proxy vote representative so that share-holders not attending the AGM can be given the oppor-tunity to exercise their voting rights. Shareholders will be able to issue their instructions via the Internet prior to the AGM.
With a view to ensuring prompt and open communi-cation with the public, we provide detailed documents and information on our website. This includes AGM infor-mation, financial reports, current ad hoc announcements, and press releases. Our online content also includes the Company’s Articles of Association, the Code of Conduct, and information on [ 3 ] Directors’ Dealings pursuant to
Sec-tion 15a WpHG (German Securities Trading Act).
[ 2 ] Supervisory Board Report, see page 18 et seq.
[ 1 ] www.wincor- nixdorf.com, heading: Investor Relations
[ 3 ] Directors’ Dealings, for further
information visit www.wincor-nixdorf. com, heading: Investor Relations
Wincor Nixdorf AG Annual Report 2011/2012
Either directly or indirectly, the Board of Directors and the Supervisory Board hold shares or options in Wincor Nix-dorf AG equivalent to more than 1% of the Company’s share capital. Together, the members of the Board of Direc-tors hold 1.96%, and the members of the Supervisory Board 0.26%, of the Company’s share capital.
A list of all third-party entities in which Wincor Nixdorf AG holds an interest deemed to be not of minor signifi-cance has been included in the annual financial statements of Wincor Nixdorf AG. The annual financial statements of Wincor Nixdorf AG have been published, among other places, on the Company’s website.
Compliance.
For Wincor Nixdorf AG, responsible and lawful conduct is a prerequisite for quality, business success, and sustain-able corporate development. The Board of Directors there-fore regards compliance as a fundamental management task and has pledged in its compliance statement to respect the law, while expressly acknowledging the need for law-ful, social, and ethical conduct.
Wincor Nixdorf has developed a Compliance Manage-ment System (Wincor Nixdorf CMS) tailored to the require-ments of an international group. This involves expanding the existing compliance organization, in addition to com-prising the process of further refining a compliance pro-gram.
Structure. At Wincor Nixdorf, the overall compliance
struc-ture has two key elements. Firstly, compliance manage-ment is linked to our business activities so that it remains an ongoing and integral part of existing processes. Sec-ondly, we have developed a Compliance Officer System that supports management by implementing and carry-ing out compliance measures.
As early as 2007, Wincor Nixdorf appointed a Chief Com-pliance Officer (COO) at holding company level with author-ity to report directly to the Board of Directors and the Audit Committee of the Supervisory Board. The Chief Com-pliance Officer is responsible for coordinating and man-aging the global implementation and monitoring of com-pliance measures and for ongoing development of the Wincor Nixdorf CMS. The role of the Local Compliance Officers (Local COs) appointed within Group companies is to ensure that the CMS is implemented and observed at regional level and to report back to the CCO.
The Compliance Program. The compliance program
com-prises the following components: prevention, detection/ control, and response. As regards prevention, considerable importance is attached to regular compliance training, implemented in the form of attended seminars and online sessions. The communication program includes a quar-terly compliance newsletter and the compliance portal on the Wincor Nixdorf intranet. Additionally, the Compliance Office is available to advise employees on all matters relat-ing to the Wincor Nixdorf CMS.
The Wincor Nixdorf CMS is subject to an ongoing pro-cess of development to ensure that Wincor Nixdorf can respond to changes in the legal and economic conditions governing its international business.
RISK MANAGEMENT SYSTEM FOR
VALUE-LED CORPORATE MANAGEMENT.
Responsible corporate governance is dependent on a properly functioning risk management system. The risk management system implemented by Wincor Nixdorf is geared toward meeting the practical requirements of our business. It is designed to highlight opportunities and risks at an early stage and to help avoid or limit them where they occur. Further details are provided in the Group Management Report in the section entitled Risk Report.
Wincor Nixdorf AG Annual Report 2011/2012
EXCEPTIONS TO THE CORPORATE
GOVERNANCE CODE.
Under Section 161 AktG (German Stock Corporation Act), the Board of Directors and the Supervisory Board of exchange-listed companies are obliged to issue a declara-tion each year stating that the recommendadeclara-tions of the “Code of the Government Commission on German Corpo-rate Governance,” as published by the German Federal Ministry of Justice in the official section of the Federal Gazette (electronic version), have been and are being met. This declaration must also specify which recommenda-tions have not been or are not being applied and why not.
Exceptions to the Corporate Governance Code. In
accor-dance with Section 161 AktG (German Stock Corporation Act), the Board of Directors and the Supervisory Board of Wincor Nixdorf AG issued a new declaration of compli-ance on November 20, 2012.
I. Since its last declaration of compliance on November 23, 2011, Wincor Nixdorf Aktiengesellschaft has complied with the recommendations of the Code of the Govern-ment Commission on German Corporate Governance, in the version dated May 26, 2010 (published in the Elec-tronic Federal Gazette on July 2, 2010), and with the rec-ommendations of the revised version of the Code, which came into force on May 15, 2012 (published in the Elec-tronic Federal Gazette on June 15, 2012), with the three exceptions detailed below:
1. The D&O insurance policy agreed by Wincor Nixdorf Aktiengesellschaft does not feature a policy deductible for the Supervisory Board (Section 3.8 Paragraph 3 GCGC).
Reasons: The D&O insurance policy agreed by Wincor Nixdorf Aktiengesellschaft does not feature a policy ible for the Supervisory Board, in particular no such deduct-ible of at least 10% of the damage up to at least one and a half times the fixed annual remuneration. The D&O insur-ance policy was taken out for a significant number of man-agement staff across the entire Wincor Nixdorf Group, at home and abroad, including members of the Company’s boards. When the policy agreement was signed, it did not appear proper to differentiate between Board members
and other management staff; equally there was no legal requirement to do so. Effective from July 1, 2010, only insurance policies for members of the Board of Directors were to be amended pursuant to Section 93 (2) Sentence 3 AktG (German Stock Corporation Act) in conjunction with Section 23 (1) Sentence 1 EGAktG (Introductory Act to the Stock Corporation Act). There is no stipulation in the legislation (Section 116 Sentence 1 AktG) of a manda-tory policy deductible for the Supervisory Board; indeed, the Supervisory Board is specifically exempted from such a mandatory policy deductible. Given the nature of the role of the Supervisory Board, which is also evident from that Board's different remuneration structure, this distinc-tion in the treatment of the Board of Directors and the Supervisory Board appears commensurate, especially since the insurance policies have not been changed for other senior managers. Consequently, it does not appear proper to extend the policy deductible in the D&O insurance pol-icy held by Wincor Nixdorf Aktiengesellschaft to members of the Supervisory Board.
2. In setting the level of remuneration paid to members of the Supervisory Board, no account is taken of chair-manship of any committee other than the Audit Commit-tee, or of membership of any of the Supervisory Board committees (Section 5.4.6 Paragraph 1 Sentence 3 GCGC). Reasons: Remuneration for mere membership of a committee is deemed unnecessary. As regards the activ-ities of the Supervisory Board, practice has shown that the vast majority of committee meetings are scheduled to coincide closely with meetings of the Supervisory Board itself. Chairmanship of the Audit Committee is remunerated separately due to the additional time and effort required by the role.
3. Members of the Supervisory Board are not paid any performance-related remuneration in addition to their fixed emoluments (Section 5.4.6 Paragraph 2 Sentence 1 GCGC old version).
Reasons: In the Company’s view, a fixed remuneration for members of the Supervisory Board is more appropri-ate given that the body’s supervisory function is indepen-dent of the Company’s performance. Furthermore, in the amended version of May 15, 2012, Section 5.4.6 Paragraph 2 GCGC no longer includes a recommendation concern-ing performance-related remuneration for members of the Supervisory Board.
Wincor Nixdorf AG Annual Report 2011/2012
II. Wincor Nixdorf Aktiengesellschaft will, in future, com-ply with the recommendations of the Code of the Gov-ernment Commission on German Corporate Governance in the version dated May 15, 2012 (published in the Elec-tronic Federal Gazette on June 15, 2012), with the follow-ing two exceptions:
1. The D&O insurance policy agreed by Wincor Nixdorf Aktiengesellschaft does not feature a policy deductible for the Supervisory Board (Section 3.8 Paragraph 3 GCGC).
Reasons: See above under I. 1.
2. In setting the level of remuneration paid to members of the Supervisory Board, no account is taken of chair-manship of any committee other than the Audit Commit-tee, or of membership of any of the Supervisory Board committees (Section 5.4.6 Paragraph 1 Sentence 3 GCGC).
Reasons: See above under I. 2.
OBJECTIVES OF THE SUPERVISORY BOARD
IN RELATION TO ITS COMPOSITION –
CURRENT STATE OF IMPLEMENTATION.
According to Section 5.4.1 Sentence 5 GCGC, the Corpo-rate Governance Report should contain details of the spe-cific objectives of the Supervisory Board in relation to its composition and with due regard for the organization’s international activities, potential conflicts of interest, the number of independent Supervisory Board members con-sidered adequate by the Supervisory Board, the stipula-tion of an age limit for members of the Supervisory Board, and diversity, the latter especially in terms of achieving an appropriate level of involvement of women. The report should also evaluate the state of implementation of these objectives.
To this end, at its meeting on September 26, 2012, the Supervisory Board set out its objectives in relation to the composition of the Board as follows:
As required by the German Co-Determination Act, the Supervisory Board of Wincor Nixdorf AG is made up of six shareholder representatives and six employee represen-tatives. A ballot to elect the six employee representatives on the Supervisory Board was held on December 8/9, 2010, with the result that the end of their terms of office will coincide with the end of the Annual General Meeting in January 2016. The Supervisory Board or, at a preliminary stage, its Nomination Committee may only exert an influ-ence on the election of the six shareholder representa-tives through its right to propose candidates to the Annual General Meeting.
Objectives:
The specific objectives for the composition of our Super-visory Board are therefore limited to the composition of the six shareholder representatives:
a) With regard to the international activities of the Company. The international activities of Wincor Nixdorf
AG have previously been taken into account in the com-position of the shareholder representatives on the Super-visory Board and will continue to be taken into account when the Supervisory Board submits candidate
propos-Wincor Nixdorf AG Annual Report 2011/2012
als to the Annual General Meeting. The key factors here are a knowledge of spoken and written English, profes-sional experience (either in management or on another supervisory body) in other German or foreign companies of a comparable size with an international presence, and an understanding of global economic issues in relation to manufacturing, sales, or services. This requirement for can-didates to have an international profile does not neces-sarily mean that the Supervisory Board should include one or more foreign nationals. German citizens can also pro-vide the desired international experience, e.g., as a result of time spent working in another country.
b) Avoiding potential conflicts of interest. Potential
conflicts of interest are avoided at an early stage when the Supervisory Board submits its proposed candidates to the Annual General Meeting. With the exception of the Chairperson of the Supervisory Board, who held the posi-tion of Chief Executive Officer of Wincor Nixdorf AG up to January 29, 2007, no other former members of the Board of Directors of Wincor Nixdorf or former Wincor Nixdorf general managers serve on the Supervisory Board as share-holder representatives. When it submits the names of pro-posed candidates to the Annual General Meeting, the Supervisory Board ensures that the candidates in ques-tion do not perform a managerial, advisory, or supervi-sory role on behalf of one of the Company's competitors, suppliers, lenders, or customers. This avoids conflicts of interest from the outset. In the event that a conflict of interest arises during the period of office of a member of the Supervisory Board, the person in question is required to disclose that conflict to the Supervisory Board via the Chairperson and, providing the conflict of interest is sig-nificant and not just temporary, to stand down.
c) Number of independent Supervisory Board mem-bers considered adequate by the Supervisory Board.
According to the recommendation set out in the Code, a Supervisory Board member is not to be considered inde-pendent if he/she has personal or business relations with the Company, its executive bodies, a controlling share-holder, or an enterprise associated with the latter that may cause a substantial and not merely temporary con-flict of interests. Based on the Supervisory Board’s assess-ment, at least seven of the twelve Supervisory Board mem-bers are to be considered independent memmem-bers within the meaning of the German Corporate Governance Code. Therefore, the independence of the Supervisory Board is
safeguarded to an adequate extent.
d) Stipulation of an age limit. The age limit, i.e., the
expiry of a serving member’s term of office at the end of the Annual General Meeting after which that person reaches the age of 70, is already stipulated in the Compa-ny’s Articles of Association (Article 7 Paragraph 6).
e) With regard to diversity. Due regard must be given
to issues of diversity in the composition of the Supervi-sory Board. In particular, the SuperviSupervi-sory Board must pro-vide for an appropriate level of female representation. At present, the Supervisory Board is made up of one female and eleven male members. Diversity is reflected in the varying professional careers and activities of shareholder representatives and – with regard to the Board’s interna-tional profile – the track record of experience within the Supervisory Board. In cases where male and female can-didates are equally qualified and suitable, due regard should be given to the appointment of a female candidate. The Company aims to ensure that there continues to be at least one female member of the Supervisory Board.
State of Implementation of Objectives:
Details of the current state of implementation of the objec-tives presented above under a) to e) for the composition of the Supervisory Board are given below:
The objectives relating to a) “With regard to the inter-national activities of the Company,” b) “Avoiding poten-tial conflicts of interest,” c) “Adequate number of inde-pendent Supervisory Board members,” and d) “Stipulation of an age limit” have already been met. Objective d) “Diver-sity, including the appropriate participation of female rep-resentatives on the Supervisory Board” will be given due consideration by the Supervisory Board in its proposal to the Annual General Meeting on January 21, 2013, for the appointment of a new member of the Supervisory Board as a future successor to Supervisory Board member Karl-Heinz Stiller. Acting in accordance with the proposals sub-mitted by the Nominations Committee, every effort will be made to select a female candidate with relevant inter-national experience from the pool of suitable candidates. Furthermore, the Company remains fully committed to identifying suitable female candidates as potential suc-cessors to a member whose term on the Supervisory Board is coming to an end.
Wincor Nixdorf AG Annual Report 2011/2012
AUDIT OF GROUP FINANCIAL STATEMENTS
BY KPMG.
The Group financial statements of Wincor Nixdorf AG for the fiscal year ended September 30, 2012, have been pre-pared in accordance with International Financial Report-ing Standards (IFRS) as applicable in the European Union, supplemented by the statutory requirements laid out in Section 315a (1) HGB (German Commercial Code). The Group financial statements have been audited by the accountancy firm KPMG AG.
Wincor Nixdorf AG Annual Report 2011/2012
In fiscal 2011/2012, the main challenge facing Wincor Nixdorf AG was that of adjusting to permanent changes in the prevailing conditions in each of its markets. Against this very difficult background, the Company nevertheless achieved a small increase in net sales. While its operating profit declined by 38%, it should be noted that this result includes the costs for the restructuring program initiated during the year under review, to drive forward a process of deep-rooted structural change and thus improve Wincor Nixdorf’s competitive position at a global level. The package of measures focuses on the Company’s performance and cost situation in order to exploit its outstanding product and service port-folio even more effectively. The work of the Supervisory Board in the year under review involved closely monitoring the development and implementation of these measures and the Company’s performance as a whole.
The Work of the Supervisory Board. In the fiscal year under review, the Supervisory Board of Wincor Nixdorf AG
dis-charged its duties in accordance with statutory requirements, the German Corporate Governance Code, and the Com-pany’s Articles of Association. First and foremost, this task involved advising and monitoring the Board of Directors on a regular basis in matters concerning the strategic direction and management of the Group. This collaboration was characterized by the fact that all decisions of fundamental importance to Wincor Nixdorf AG and its Group companies were agreed directly with the Supervisory Board. Receiving comprehensive information on a regular and timely basis in the form of verbal and written reports, the Supervisory Board was informed by the Board of Directors on all mate-rial issues relating to the corporate planning, strategic direction and development, business performance, and state of the Group, including risks and risk management. All business matters of importance to the Company were discussed by the Supervisory Board on the basis of reports furnished by the Board of Directors.
Wincor Nixdorf AG Annual Report 2011/2012
In fiscal 2011/2012, five scheduled Supervisory Board meetings were held, at which the Board of Directors informed the Supervisory Board about the Company’s situation and performance. In addition to these five scheduled meetings (on November 23, 2011, and on January 23, April 16, July 25, and September 26, 2012), the Supervisory Board held four extraordinary meetings. The extraordinary meetings of the Supervisory Board on February 6 and 8, 2012, both dealt with the amicable termination of the mandate of Stefan Auerbach with effect from February 29, 2012, and the corre-sponding agreement governing the cancellation of his service contract as a member of the Board of Directors. This was the result of a difference of opinion on the future strategic direction to be taken by the Company. Stefan Auerbach had been responsible for the Group’s worldwide operations relating to the Banking segment. The only point on the agenda at the extraordinary meeting of the Supervisory Board on November 8, 2011, was a discussion of the preliminary figures relating to the financial statements and the outlook for fiscal 2011/2012 prior to the annual press conference on Novem-ber 12, 2011. The meeting held on January 22, 2012, concerned itself solely with the Group’s first-quarter results and the forecast for the rest of the fiscal year prior to their publication the following morning.
The average attendance at these meetings of the Supervisory Board was 96.3%, and no committee members took part in less than half of the meetings. All meetings were attended by representatives of the Board of Directors. At the aforementioned meetings, all necessary resolutions were passed on the basis of documentation prepared in advance. Between each meeting convened by the Supervisory Board, the Board of Directors informed the Supervisory Board promptly and comprehensively about important events of particular significance in assessing the position and perfor-mance as well as the overall management of the Company. Furthermore, the Board of Directors remained in continuous contact with the Supervisory Board and informed it about the current business position as well as significant occurrences, developments, and decisions.
At its meeting on September 26, 2012, the Supervisory Board conducted a self-assessment in order to examine the efficiency of its activities.
Key Areas of Deliberation by the Supervisory Board. At its individual meetings, the Supervisory Board regularly
exam-ined the business, net sales, and earnings performance of the Group and its segments, as well as cash flows, imple-mentation of the strategic focus, and HR development. In order to exploit potential growth opportunities while at the same time improving efficiency and quality and reducing costs, the restructuring program announced in April was intro-duced and led to significant structural and organizational changes. In addition, the Supervisory Board discussed pro-posals to approve the issue of share options to members of the Board of Directors and employees (2012 tranche).
At its meeting on September 26, 2012, the Supervisory Board gave its approval to the fiscal 2012/2013 budget pro-posed by the Board of Directors and to the medium-term strategic business development plan. In addition, the Super-visory Board drew up objectives in relation to its own composition with regard to diversity and examined the current state of implementation. Details can be found in the [ 1 ] Corporate Governance Report in this Annual Report.
Committee Work. The Supervisory Board is supported in its duties by four committees established by this body. These
committees are responsible for preparing the ground for Supervisory Board resolutions and examining issues subse-quently to be addressed in plenary sessions. Furthermore, the Supervisory Board has delegated decision-making author-ity to the committees within specific areas.
With the exception of the Audit Committee, which is chaired by Supervisory Board member Prof. Dr. Edgar Ernst, the committees are presided over by the Chairman of the Supervisory Board.
[ 1 ] Corporate Governance, see page 12 et seq.
Wincor Nixdorf AG Annual Report 2011/2012
The Audit Committee convened on three occasions during the fiscal year under review. The main focus of its work was on examining the annual accounts and Group financial statements of Wincor Nixdorf AG and the budget for fiscal 2012/2013.
Other issues addressed were the Company’s risk report and risk management policy, reporting by Internal Audit, and the status and further expansion of the corporate compliance program.
During the year under review, the Personnel Committee met on July 25, 2012, to discuss the issue of a successor to Stefan Auerbach, who before leaving the Company had been responsible on the Board of Directors for Wincor Nixdorf AG’s worldwide Banking segment.
The Nomination Committee also convened on July 25, 2012, to prepare a proposal of the Supervisory Board to the Annual General Meeting on January 21, 2013, concerning the election of a shareholder representative to the Super-visory Board.
There was again no need to convene the Mediation Committee during the fiscal year just ended.
Corporate Governance and Declaration of Conformity. With regard to corporate governance, this Annual Report
contains a separate section with a report by the Board of Directors, issued also on behalf of the Supervisory Board, pursuant to Section 3.10 of the German Corporate Governance Code. On November 20, 2012, the Board of Directors and the Supervisory Board issued an updated Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz – AktG) and made the declaration, along with details of non-conformity, permanently available to shareholders on the Company website.
Approval of the Annual Accounts and Adoption of the Group Financial Statements. On January 23, 2012, the Annual
General Meeting appointed the accountancy firm KPMG AG (Bielefeld), as auditor of the accounts. The Group finan-cial statements for the fiscal year 2011/2012, prepared in accordance with Section 315 a of the German Commerfinan-cial Code (Handelsgesetzbuch – HGB) and IFRS, including a Group management report, have been audited by KPMG and given an unqualified audit opinion. This also applies to the separate annual accounts and management report of Win-cor Nixdorf AG for the fiscal year 2011/2012, which were prepared on the basis of German accounting regulations.
The documentation pertaining to the financial statements, the Board of Directors’ proposal for the appropriation of profit, and the auditor’s reports were submitted to the Audit Committee and the Supervisory Board in good time prior to their meetings. The information was examined in detail by the Audit Committee and subsequently by the full Supervisory Board, and discussed in the presence of the auditor, who was on hand to take questions and provide fur-ther information. Following its own examination of the Group financial statements and the Group management report, as well as the separate annual accounts and management report of Wincor Nixdorf AG, the Supervisory Board took the view that it did not wish to make any objections. Consequently, at its meeting on November 20, 2012, in line with the recommendation of its Audit Committee, the Supervisory Board concurred with the result of the audit and approved the financial statements and management reports drawn up by the Board of Directors. The annual accounts were thus formally adopted.
The Supervisory Board also discussed the proposal for the appropriation of profit and the dividend policy with the Board of Directors. With due regard for the Company’s solid financial situation, and the expectations of both shareholders and the capital markets, the Supervisory Board gave its unqualified approval to the proposal of the Board of Directors. The Supervisory Board determined its proposed resolutions for the agenda of the Company’s Annual General Meet-ing to be held on January 21, 2013, and approved this Supervisory Board report.
Wincor Nixdorf AG Annual Report 2011/2012
Composition of the Supervisory Board. In accordance with Section 7 of the Company’s Articles of Association, the
Supervisory Board consists of six shareholder representatives and six employee representatives. No conflicts of interest occurred within the Supervisory Board during the period under review. The terms of office of the six employee repre-sentatives as well as those of Dr. Alexander Dibelius and Hans-Ulrich Holdenried are due to expire at the end of the Annual General Meeting responsible for adopting a motion on the approval of their actions for fiscal 2014/2015. The term of office of Prof. Dr. Edgar Ernst continues until the end of the Annual General Meeting responsible for approv-ing the actions of the members of the Supervisory Board for fiscal 2015/2016. The terms of office of Walter Gunz and Prof. Dr. Achim Bachem continue until the end of the Annual General Meeting responsible for approving the actions of the members of the Supervisory Board for fiscal 2012/2013. My own term of office continues until the end of the Annual General Meeting responsible for approving our actions for fiscal 2011/2012.
Fiscal 2011/2012 placed great demands on the Board of Directors of Wincor Nixdorf AG, on the entire workforce and on employee representatives. At this point, the Supervisory Board wishes to express its gratitude for their com-mitted and constructive approach over the period.
My own official activities on behalf of Wincor Nixdorf cease at the end of the Annual General Meeting in January 2013. I would like to take this opportunity to thank you, our shareholders, for the trust you have placed in me during my time on the Supervisory Board. I take my leave with confidence that Wincor Nixdorf AG remains well placed to tackle the challenging future ahead.
Paderborn, November 20, 2012
Karl-Heinz Stiller
Wincor Nixdorf AG Annual Report 2011/2012
French writer and political journalist (1802–1885)
NOthING IS
SO POwERful AS AN IdEA
VICTOR-MARIE HUGO
2011/2012
PRocesses
To be pReseNT ARouNd The WoRld is veRy impoRTANT iN secToRs iN which your competitors are build- iNG A GlobAl pReseNce. if you doN’T keep up, you’ll be marginalized. Jagdish bhagwati, Global economist
iTs iNclusioN iN TWo of ouR mosT impoRTANT iNNovATioN pRoJecTs shoWs WhAT GReAT TRusT We hAve iN WiNcoR NixdoRf.
Julio pérez piňa, head of the bbVa innovation lab
iNNovATioN is
WhAT couNTs iN
GlobAl mARkeTs.
professor Jagdish bhagwati speaks in an interview about globalization, the challenges for companies and the conse-quences for society.
26
simply beT TeR seRvice.
iNNovATive
cusTomeR focus.
bbvA masters the challenge of customer orientation with innovative technology.
customer service optimized: With ATms that can do more, cbA frees up its employees to focus more on customer consulting.
34
30
GRoWiNG GlobAlly.
Tesco, the world’s third-biggest retailer with 6,200 supermarkets in 14 countries, relies on a strategic iT partner that provides standard ized services.
38
To meet its own demands, shell is modernizing the iT at its service stations in 20 countries.
42
beiNG The besT fuel
ReTAileR iN The WoRld.
ReengineeRing
PRocesses.
seRvice 24/7
ANyWheRe.
Wolfgang künkler, vice president services, explains in an interview why the topic of high availability has top priority for banks, retail companies, and Wincor Nixdorf.
46
only those companies that keep on rethinking
processes and products are successful on
glo-bal markets. innovation makes a sign ificant
contribution to competitiveness, as professor
Jagdish bhagwati explains in an exclusive
inter-view. bhagwati, one of the most
important economists of our
time, describes global presence
as another key success factor in
highly competitive industries.
in this magazine, we
de-scribe how Wincor Nixdorf is
constantly improving processes
at banks and retail companies
and thus, on the one hand, increasing its
cus-tomers’ competitiveness and, on the other,
making workflows user-friendly for consumers.
The current customer examples show that
Wincor Nixdorf is supporting the globalization
of banks and retail companies
worldwide on a
customer-oriented basis through
con-tinuous innovation – and
hence driving forward its own
global expansion.
essentially,
this involves
Recognizing
and
undeR-standing
Rational and
emotional
needs.
Professor Bhagwati, we talk about globalization as if it were self-evident. But does it really exist?
We should distinguish between economic and cultural globalization. economic globalization is the integration of national economies into the international economy. cultural globalization usu-ally refers to issues such as worries about the impact of foreign cultures on a national culture.
Is there such a thing as globalization that is both industrial and human?
indeed there is! The diffusion of democratic values is currently affecting the middle east, for example. And china is feeling its influence, too. you could say that “human globalization” is now catching up with economic globalization.
How global is today’s globalization?
in many countries, it still has a long way to go. even in the u.s., which ideologically favors
open-ness, some people argue populistically against outsourcing – a position that makes a mockery of American claims to leadership in matters of international trade. likewise, indian customs duties are still among the highest in the world, even if they’re much lower now than in 1991 when indian reforms began in earnest. beyond that, india’s retail sector is still closed to foreign multi-brand retailers, even though a substantial step toward liberalization is finally being consid-ered.
Are there industries in which globalization is more necessary than others – such as IT, banking, or retail?
international markets for both products and com-ponents are now important in all sectors. The economist michael spence wrote recently that the u.s. must rely on “non-traded” sectors for its growth, but this makes no sense. hardly any sector today is non-traded.
Are there any particular challenges to meet with regard to creativity, pace, or innovation?
yes, indeed! Today innovation is the way compa-nies and industries demonstrate their competi-tiveness. The automobile bailout in detroit has only been possible so far because automobile manufacturers there have adopted Toyota’s technology and improved it. but Toyota can do that too! so ultimately, you have to stay on your toes, because only innovation can give you an advantage through new products and pro cesses in highly competitive global markets.
