Annual Report 2020 WE CREATE and BUILD HOW WE LIVE, WORK and MOVE Table of Contents 2 IMPLENIA ANNUAL REPORT 2020
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Annual Report 2020 WE CREATE AND BUILD HOW WE LIVE, WORK AND MOVE Table of contents 2 IMPLENIA ANNUAL REPORT 2020 The year in brief 003 Sustainability 072 5 FINANCIAL REPORT 122 Innovation 074 Consolidated financial statements Global functions 075 1 TO OUR SHAREHOLDERS 005 of the Implenia Group 123 Consolidated income statement 123 Letter from the Chairman of the Board of Directors 006 Consolidated statement of 3 CORPORATE GOVERNANCE 078 View from the CEO 007 comprehensive income 123 080 124 Information for investors 011 Group structure and shareholders Consolidated balance sheet 125 Capital structure 081 Statement of changes in consolidated equity Consolidated cash flow statement 126 Board of Directors 084 2 ANNUAL REVIEW 019 Notes to Implenia’s consolidated Implenia Executive Committee 092 financial statements 127 Group profile 020 ANNUAL REPORT 2020 REPORT ANNUAL Compensation, shareholdings and loans 096 Report of the statutory auditor Business report 027 on the consolidated financial statements 181 Shareholders’ participation rights 096 Insight: Space for future generations 030 Statutory financial statements of Implenia Ltd. 187 Changes of control and defence measures 097 Insight: Expertise in complex infrastructure 034 Income statement 187 IMPLENIA Auditors 098 Balance sheet 188 Divisions 038 Communications policy 098 Notes to the statutory financial statements 189 Real Estate 039 Report of the statutory auditor Buildings 043 on the statutory financial statements 194 Civil Engineering 047 4 COMPENSATION REPORT 099 Specialties 051 Letter from the Chairman of the Nomination 6 FURTHER INFORMATION 197 055 Insight: Added value through innovation and Compensation Committee 100 059 Alternative performance measures 198 Insight: Sustainably into the future Compensation philosophy and governance 102 063 Contacts, dates and publication details 200 Non-financial report Compensation of the Board of Directors 106 Employees 064 Compensation of the Health & Safety 068 Implenia Executive Committee 110 Approval of the Compensation Report 121 IN BRIEF TO OUR SHAREHOLDERS ANNUAL REVIEW CORPORATE GOVERNANCE COMPENSATION REPORT FINANCIAL REPORT FURTHER INFORMATION 3 The year in brief WE CREATE AND BUILD HOW WE LIVE, WORK AND MOVE Implenia recorded a stable operating performance in the 2020 financial year, in line with its ambitious objectives. 2020 was a year of challenge and transformation, partly because of the COVID-19 pandemic, but especially because of a necessary acceleration in strategy implementation, ANNUAL REPORT 2020 REPORT ANNUAL which resulted in significant negative one-time effects. Now we are focused on our core competencies, the strategic IMPLENIA measures we have implemented are having an effect. Implenia is ready for sustainable profitable growth in 2021. This report includes alternative performance benchmarks. These are defined on page 198. This Annual Report is also available in German. The original German version is binding. IN BRIEF TO OUR SHAREHOLDERS ANNUAL REVIEW CORPORATE GOVERNANCE COMPENSATION REPORT FINANCIAL REPORT FURTHER INFORMATION 4 The year in brief Consolidated revenue EBITDA Geographical presence in CHF m in CHF m Implenia’s relevant markets 3,989 –4.9 SWEDEN (2019: 4,431) (2019: 187) NORWAY Consolidated revenue: decline EBITDA impacted by COVID-19 highly impacted by COVID-19 pandemic and various one-time pandemic. effects. ANNUAL REPORT 2020 REPORT ANNUAL GERMANY FRANCE IMPLENIA Market capitalisation Employees (FTE) in CHF m as at 31.12.2020 444 8,701 AUSTRIA (2019: 725) (2019: 8,867) SWITZERLAND Market capitalisation influenced Employees take Implenia for- by Ina Invest transaction and ward. They create and build how restructuring. we will live, work and move in future. IN BRIEF TO OUR SHAREHOLDERS ANNUAL REVIEW CORPORATE GOVERNANCE COMPENSATION REPORT FINANCIAL REPORT FURTHER INFORMATION 5 1 TO OUR SHAREHOLDERS Letter from the Chairman of the Board of Directors 006 View from the CEO 007 ANNUAL REPORT 2020 REPORT ANNUAL Information for investors 011 IMPLENIA IN BRIEF TO OUR SHAREHOLDERS ANNUAL REVIEW CORPORATE GOVERNANCE COMPENSATION REPORT FINANCIAL REPORT FURTHER INFORMATION 6 Letter from the Chairman of the Board of Directors DEAR SHAREHOLDERS 2020 was an eventful year for Implenia. The Implenia will focus in future on integrated con- COVID-19 pandemic meant that from March com- struction and real estate services in Switzerland prehensive measures had to be put in place to pro- and Germany. In other markets we will only offer tect employees on construction sites, while office tunnelling and related infrastructure projects. workers had to get used to working from home for Non-strategic and non-profitable areas of busi- a while. The management team and our employ- ness are being sold or ramped down, while we are ees dealt with these challenges professionally and outsourcing capital-intensive activities and equip- with great flexibility and commitment; and they ment. With an eye on future success, Implenia is kept our operational business going. driving forward external and internal innovation, Implenia reviewed strategy implementation and nurturing the best talent. in all divisions last year and found that it needed We are confident that with the measures we to be intensified and accelerated, especially for have taken, Implenia will become a strong, profit- ANNUAL REPORT 2020 REPORT ANNUAL the strategic priorities “Portfolio” and “Profit- able company with a substantially improved risk able Growth”. As a consequence, the company profile. The Group is firmly on the way to realising had to take unavoidable and painful measures, its unchanged vision and strategy of becoming a such as portfolio adjustments, a restructuring leading multinational integrated construction and IMPLENIA that included layoffs, as well as write-downs and real estate services provider. a rightsizing of businesses and functions. Implenia laid the foundations for profit- Implenia’s results for 2020 were, therefore, in- able growth in 2020. To support this effort and fluenced by various factors. Operational business to strengthen the balance sheet, the Board of performed well, and numerous flagship projects Directors is proposing to the General Meeting of were acquired. The spin-off of half our develop- Shareholders on 30 March 2021 that no dividend ment portfolio at market value to establish Ina be paid. Invest, with an IPO in June, also had a positive On behalf of the Board of Directors, I would like influence on results. Meanwhile, write-downs, to thank all employees for their hard work during Hans Ulrich Meister re-evaluations, and restructuring provisions all the year, and to thank you for your trust. I look for- Chairman of the Board of Directors had a negative effect. ward to your continued support as a shareholder. IN BRIEF TO OUR SHAREHOLDERS ANNUAL REVIEW CORPORATE GOVERNANCE COMPENSATION REPORT FINANCIAL REPORT FURTHER INFORMATION 7 View from the CEO SOUND BASIS FOR PROFITABLE GROWTH ANNUAL REPORT 2020 REPORT ANNUAL Implenia achieved an underlying performance at the EBITDA level of CHF 163.5 million in 2020 (incl. COVID-19 impact of approximately CHF – 52 million). COVID-19 was not the only negative effect on business during the year under review. IMPLENIA As announced in October, significant write-downs and re- evaluations required faster execution of the initiatives under the “Portfolio”and “Profitable Growth” strategic priorities. Consequently, reported EBITDA was reduced to CHF – 4.9 mil- lion. Following these one-time effects and thanks to the measures that are now being taken, however, Implenia has shed ballast and laid the foundations for profitable growth: CEO André Wyss believes the company is well equipped for its development into a leading multinational integrated “Our strategic course has construction and real estate services provider. strengthened our core business in the relevant markets.” André Wyss CEO IN BRIEF TO OUR SHAREHOLDERS ANNUAL REVIEW CORPORATE GOVERNANCE COMPENSATION REPORT FINANCIAL REPORT FURTHER INFORMATION 8 View from the CEO improving Implenia’s risk profile. In concrete led us to take on projects that are more attractive Innovation and talent terms this means concentrating on integrated in both strategic and financial terms: in the offer As well as the initiatives on Portfolio Transforma- construction and real estate services in Swit- phase through a strong focus on project oppor- tion and Profitable Growth, action has been taken zerland and Germany. We also offer tunnelling tunities and risks up to and including contract on the Innovation and Talent & Organization stra- and related infrastructure projects in other formulation; and in the implementation phase tegic priorities. Implenia has three priorities for markets.” through progressive monitoring based on regu- Innovation: strengthening our intrapreneurship larly reviewed milestones. As a result of all this, culture by systematically promoting ideas through Focus on core business Detailed information about the numbers and spe- the margin we calculate at the start and the mar- the Innovation Hub; developing and expanding The significant reduction in revenue, EBITDA and cific developments can be found in the Group gin we actually achieve at the end are much closer an external network of research institutions and net result compared with the previous year was profileand in the Financial report. together. start-ups; continuously screening, short-listing the expected outcome of, among other things, the and validating acquisition