2011 Consolidated Financial Statement and Management Report
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2011 Consolidated Financial Statements and Management Report of Fresenius SE & Co. KGaA, Bad Homburg v. d. H. at December 31, 2011 applying Section 315a HGB in accordance with International Financial Reporting Standards 1 CONTENT 2 Operations and business environment 47 Responsibility, environmental management, sustainability 2 Group structure and business 52 Sales, marketing, and logistics 3 Management and control 4 Key products and services 53 Overall assessment of the business situation 4 Important markets and competitive position 4 Legal and economic factors 53 Opportunities and risk report 5 Capital, shareholders, articles of association 53 Opportunities management 6 Corporate performance criteria, goals, and strategy 53 Risk management 7 Strategy and goals 54 Risk areas 8 Overall business development 61 Assessment of overall risk 8 Economic environment 61 Corporate rating 10 Health care industry 15 The Management Board’s assessment of the effect 61 Subsequent events of general economic developments and those in the health care sector for Fresenius 62 Outlook 15 Significant factors affecting operating performance 62 General and mid-term outlook 15 The Management Board’s assessment of the 63 Future markets business results 64 Economic outlook 15 Comparison of the actual business results with 65 Health care sector and markets the forecasts 68 Group sales and earnings 69 Sales and earnings by business segment 16 Results of operations, financial position, assets and liabilities 69 Financing 16 Results of operations 70 Investments 16 Sales 70 Procurement 18 Earnings structure 71 Research and development 19 Reconciliation to Group net income 72 Corporate structure and organization 19 Development of other major items in the 72 Planned changes in human resources and the social area statement of income 72 Dividend 20 Value added 21 Financial position 73 Consolidated financial statements 21 Financial management policies and goals 74 Consolidated statement of income 22 Financing 75 Consolidated statement of comprehensive income 24 Effect of off-balance-sheet financing instruments on 76 Consolidated statement of financial position our financial position and assets and liabilities 78 Consolidated statement of cash flows 24 Liquidity analysis 80 Consolidated statement of changes in equity 24 Dividend 82 Consolidated segment reporting 24 Cash flow analysis 86 Notes 25 Investments and acquisitions 26 Assets and liabilities 160 Compensation Report 26 Asset and liability structure 27 Currency and interest risk management 168 Auditor's Report 28 Non-financial performance indicators 169 Report of the Supervisory Board and other success factors 28 Employees 176 Boards 33 Research and development 39 Procurement 43 Quality management 2 Management Report MANAGEMENT REPORT. 2011 was an excellent year for Fresenius. We again achieved record sales and earnings. All business segments contributed to the strong sales and earnings growth. We also improved our profitability and increased Group net income by 17% in constant currency. OPERATIONS AND BUSINESS part of the transaction, all non-voting preference shares in ENVIRONMENT Fresenius SE were mandatorily converted into voting ordinary shares at a 1:1 exchange ratio. The Company’s total share GROUP STRUCTURE AND BUSINESS capital remained unchanged. Fresenius is an international health care group with products The operating business comprises the business segments, and services for dialysis, hospitals, and outpatient medical all of which are legally independent entities managed by care. In addition, Fresenius focuses on hospital operations the operating parent company Fresenius SE & Co. KGaA. This and offers engineering and services for hospitals and other Group structure has not changed in the reporting period. health care facilities. The Annual General Meeting of Fresenius SE on May 12, ▶ Fresenius Medical Care is the world’s leading dialysis 2010 had approved the change of the Company’s legal form company, with products and services for patients with into an SE & Co. KGaA (a partnership limited by shares). The chronic kidney failure. As of December 31, 2011, change was registered with the commercial register and Fresenius Medical Care treated 233,156 patients at 2,898 thereby became effective on January 28, 2011. Fresenius SE dialysis clinics. has since been operating as Fresenius SE & Co. KGaA. As ▶ Fresenius Kabi specializes in infusion therapies, intra- venously administered drugs (IV drugs), and clinical nutrition for critically and chronically ill people in hospi- GROUP STRUCTURE tals and outpatient care. The company is also a leading supplier of medical devices and products in the area of Fresenius SE & Co. KGaA transfusion technology. ▶ Fresenius Helios is one of the largest private hospital oper- 30% 100% 100% 77% ators in Germany. The HELIOS-Kliniken Group operates Fresenius Fresenius Fresenius Fresenius 65 proprietary clinics, of which 64 are located in Germany Medical Care Kabi Helios Vamed Management Report Operations and business environment 3 and one in Switzerland. HELIOS has a total of more than Management Board’s rules of procedure, each member is 20,000 beds. accountable for his own area of responsibility. However, the ▶ Fresenius Vamed provides engineering and services for members have joint respon sibility for the management of the hospitals and other health care facilities internationally. Group. In addition to the Supervisory Board of Fresenius ▶ The segment Corporate / Other comprises the holding activ- SE & Co. KGaA, Fresenius Management SE has its own Super- ities of Fresenius SE & Co. KGaA, the IT service provider visory Board. The Management Board is required to report to Fresenius Netcare, and Fresenius Biotech. Fresenius the Supervisory Board of Fresenius Management SE regu- Biotech is active in research and development in the field larly, in particular on its corporate policy and strategies, busi- of antibody therapies. Corporate / Other also includes the ness profitability, current operations, and any other matters consolidation measures conducted among the business that could be of significance for the Company’s profitability segments. and liquidity. The Supervisory Board of Fresenius Manage- ment SE also advises and supervises the Management Board The Fresenius Group operates internationally and all busi- in its management of the Company. It is prohibited from ness segments have a regional and decentralized structure. managing the Company directly. However, the Management Responsibilities are clearly defined in line with the Compa- Board’s rules of procedure require it to obtain the approval of ny’s “entrepreneur in the enterprise” management principle. the Supervisory Board of Fresenius Management SE for spe- Additionally, management accountability is reinforced by cific activities. an earnings-oriented and target-linked compensation system. The members of the Management Board are appointed Fresenius has an international sales network and maintains and dismissed by the Supervisory Board of Fresenius more than 80 production sites around the globe. Large pro- Management SE. Appointment and dismissal is in accordance duction sites are located in the United States, China, Japan, with Article 39 of the SE Regulation. The articles of asso- Germany, and Sweden. Production plants are also located in ciation of Fresenius Management SE also provide that deputy other European countries, in Latin America, Asia-Pacific, and members of the Management Board may be appointed. South Africa. This international production network allows us The Supervisory Board of Fresenius SE & Co. KGaA to implement our business model while meeting the most advises and supervises the management of the Company’s exacting logistical and regulatory requirements. The decen- business by the general partner, reviews the annual financial tralized structure of the production sites also substantially statements and the consolidated financial statements, and reduces transportation costs and currency exposure. performs the other functions assigned to it by law and the Company’s articles of association. It is involved in corporate MANAGEMENT AND CONTROL planning and strategy, and in all matters of fundamental Since the change of legal form to a KGaA took effect, the importance for the Company. Company’s corporate bodies are the General Meeting, the The Supervisory Board of Fresenius SE & Co. KGaA has Supervisory Board, and the general partner, Fresenius Man- six shareholder representatives and six employee represen- agement SE. Fresenius Management SE is wholly owned by tatives. All twelve members of the Supervisory Board are the Else Kröner-Fresenius-Stiftung. The KGaA has a two-tier appointed by the General Meeting, with six of the members, management system – management and control are strictly who can come from various European countries, being separated. appointed on the basis of a proposal put forward by the The Management Board of the general partner con- employees. The General Meeting is bound by the employees’ ducts the business and represents the Company in dealings proposal. with third parties. It has seven members. According to the The Supervisory Board must meet at least twice per cal- endar half-year. The Supervisory Board of Fresenius SE & Co. KGaA has two permanent committees: the Audit Committee, consisting of five members, and the Nomination Committee, consisting of three members. The members of the committees are listed on page 177 of this annual report. 4 Management Report The Company’s