Edisun Power Europe Ltd.
Corporate Governance Report 2020 Financial Statements 2020
20
Content
Corporate Governance Report 2020
04 Executive Summary
06 Group Structure
08 Shareholders
10 Capital Structure
12 Board of Directors
17 Management Board
18 Compensation and Remuneration Report
21 Report of the Compensation Auditors
22 Shareholders' Participation Rights
23 Auditors
24 Information Policy
24 Financial Calendar
Financial Statements 2020
25 Consolidated Financial Statements
26 Balance Sheet
27 Income Statement
28 Cash Flow Statement
29 Statement of Changes in Equity
30 Notes
50 Report of the Group Auditors
53 Statutory Financial Statements
54 Balance Sheet
55 Income Statement
56 Notes
61 Appropriation of Available Earnings
62 Report of the Statutory Auditors
All values are rounded individually.
Corporate Governance Report 2020
Edisun Power has high standards when it comes to effective Corporate Governance. This en-sures responsible and trans-parent company leadership and management and contributes to our long-term success. It is the key to meeting the demands of our various stakeholder groups, including shareholders, custom- ers, employees and the local communities in which we operate.
Corporate Governance describes how management is organized and how it operates. Ultimately, it contributes to our success by protecting the interests of our share-holders while at the same time creating value for all
1 Executive Summary
Changes in share capital
stakeholders. The Board of Directors is committed to maintaining the highest standards of integrity and transparency in the governance of the company. In this, it is guided by the Swiss Code of Best Practice and the most recent principles of Corporate Governance.
Good Corporate Governance seeks to balance entrepre-neurship, control and transparency, while promoting an efficient decision-making process within the company. The Board of Directors and the Management Board work constantly to improve the quality of Corporate Govern-ance.
As of December 31 | 2020 | 2019 | 2018 |
Ordinary share capital (in CHF) | 31 074 630.00 | 31 074 630.00 | 15 370 920.00 |
Total shares | 1 035 821 | 1 035 821 | 512 364 |
Significant shareholders as of December 31
Smartenergy Invest AG Community of heirs of Nef Hans 1) Eberhard Martin
Mirabaud - Equities Swiss Small and Mid
1) Hans Nef deceased on November 29, 2019
Auditors
The auditors are appointed annually at the General As-sembly of Shareholders. The term of office is one year. BDO AG, Zurich, was first elected at the General Assem-bly of Shareholders of May 12, 2017 and Christoph Tschu-mi has been serving as lead auditor since then.
Compensation in CHF
Total compensation of the Board of Directors Total compensation of the Management Board
Highest total compensation in CHF
Board of Directors: Rainer Isenrich Management Board: Rainer Isenrich
2020
139 489 557 083
2020
44 219 308 419
2020 | 2020 | 2019 |
Number of Shares | in % | in % |
27.7 % | 27.7 % | |
19.5 % | 20.4 % | |
9.3 % | 9.2 % | |
4.8 % | 4.8 % |
286 654
202 083
95 987
50 000
Shareholders' participation rights
• Each registered ordinary share bears one voting right at the General Assembly of Shareholders and entitle-ment to dividend payments.
• Extraordinary General Assemblies are convened by the Board of Directors if shareholders representing at least 10 of the share capital request such meetings.
2 Group Structure
Operational Group structure
Listed companies
The headquarter of the Edisun Power Group is in Zurich, Switzerland. Group subsidiaries operate in Switzerland, Germany, Spain, France, Italy and Portugal. Edisun Power Europe Ltd. is the parent company and has been listed on the domestic segment of the SIX Swiss Ex-change since November 4, 2013, having previously been listed on the main segment since the IPO in 2008.
Apart from Edisun Power Europe Ltd. no other compa-nies belonging to the consolidated Edisun Power Group have equity securities listed on a stock exchange.
Key data for the shares of Edisun Power Europe Ltd. as of December 31:
The following chart shows the Group's operational structure as of December 31, 2020:
General Assembly of
Shareholders
Registered office: | 8006 Zurich, Switzerland | |
Listing: | SIX Swiss Exchange | |
Valor number: | 2 473 640 | |
ISIN: | CH0024736404 | |
Ticker symbol: | ESUN | |
Management Board | Nominal value: | CHF 30.00 |
CEO, CFO |
2020 | 2019 | 2018 | |
Market capitalization (CHF m) | 120.2 | 137.8 | 36.9 |
As a % of equity | 147.0 | 172.7 | 182.7 |
Share price (CHF) | 116.00 | 133.00 | 72.00 |
Non-listed companies
The following organizational chart shows all the companies in the Edisun Power Group as of December 31, 2020 (share of ownership, registered office and share capital in local currency):
Edisun Power Europe Ltd.
CH-Zurich
3 Shareholders
Registered shareholders
As of December 31, the holdings of registered shareholders were distributed as follows:
Number of shares held
1 - 100
101 - 1 000
1001 - 10 000
10 001 - 100 000
100 001 - 1 000 000
Total registered shareholders
Significant shareholders / Groups of shareholders
As of December 31, the significant shareholders and their holdings were as follows:
Smartenergy Invest AG Community of heirs of Nef Hans 1) Eberhard Martin
Mirabaud - Equities Swiss Small and Mid
Registered shareholders with holdings of less than 3 % Not registered
Total shares
1) Hans Nef deceased on November 29, 2019
The above table shows the closing balances of the hold-ings of the significant shareholders as of December 31, 2020. All shareholder notifications from 2020 or the pre-vious years can be accessed on the SIX Swiss Exchange website under the following link:www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html
2020 shares
286 654
202 083
95 987
50 000
320 076
81 021
1 035 821
2020 2019
535 448
468 56 2 2
1 063
2020 % of total
27.7 %
19.5 %
9.3 %
4.8 %
30.9 %
7.8 %
100.0 %
449 60 2 2
961
2019 % of total
27.7 %
20.4 %
9.2 %
4.8 %
29.7 %
8.0 %
100.0 %
Shareholder structure
On December 31, the distribution of shareholders by type was as follows:
Type | 2020 | 2019 |
Individual shareholders | 54 % | 53 % |
Legal entities | 34 % | 35 % |
Nominees, fiduciaries | 4% | 4% |
Not registered | 8% | 8% |
Total | 100 % | 100 % |
On December 31, the distribution of shareholders by domicile was as follows: | ||
Origin | 2020 | 2019 |
Switzerland | 86 % | 86 % |
Europe (other than Switzerland) | 6% | 6% |
Others | <1% | <1% |
Not registered | 8% | 8% |
Total | 100 % | 100 % |
Cross-shareholdings | ||
Edisun Power Europe Ltd. has no cross-shareholdings with other companies. |
4 Capital Structure
On December 31, 2020, the capital of Edisun Power Europe Ltd. was as follows:
Ordinary share capital (CHF) Total shares
31 074 630.00 1 035 821
Authorized share capital
The General Assembly of Shareholders held April 24, 2020, approved the creation of authorized share capital of 500000 registered shares with a par value of CHF 30.00 per share. The Board of Directors decides on the conditions of the capital increase. According to the Gen-eral Assembly of Shareholders of April 24, 2020, the sub-scription rights of shareholders might only be limited for the acquisitions of companies, parts of companies or
Changes in share capital
equity stakes, for the financing of investment projects, for a quick and flexible equity raising through a share placement, which would be difficult or result in consid-erably worse conditions if the subscription rights were preserved, or for employee benefit programs.
The authorization granted to the Board of Directors to in-crease the company's share capital with the authorized share capital created has not been used in 2020 and ex-pires on April 23, 2022.
As of December 31, the capital of Edisun Power Europe Ltd. comprises the following:
Changes in share capital | 2020 | 2019 | ||
Ordinary share capital (CHF) | 31 074 630.00 | 31 074 630.00 | ||
Total shares | 1 035 821 | 1 035 821 | 512 364 | 341 576 |
Authorized share capital (CHF) | 15 000 000.00 | 4 246 290.00 | 7 500 000.00 | - |
Authorized shares | 500 000 | 141 543 | 250 000 | - |
2018
2017
2016
2015
2014
15 370 920.00 15 370 920.00 17 949 818.80 17 949 818.80 17 949 818.80
512 364
341 576
341 576
5000000.00 5000000.00
95 147
95 147
Shares and participation certificates
Admissibility of nominee registration
Edisun Power Europe Ltd. registered shares have been listed on the SIX Swiss Exchange since September 26, 2008. Since May 12, 2017, the par value is CHF 30.00 per share. Before, since May 7, 2013, the par value has been CHF 52.55 per share, and prior to that it was CHF 100 per share. The share capital is fully paid up. Each ordinary share bears one voting right at the General Assembly of Shareholders and entitlement to dividend payments.
Edisun Power Europe Ltd. has not issued any participa-tion certificates.
Profit sharing certificates
Edisun Power Europe Ltd. has not issued any profit sharing certificates.
Limitations on transferability and nominee registrations
Nominees are persons who have filed an application for registration, and who do not expressly declare them-selves to be holding shares for their own account, and with whom the Board of Directors has reached an agree-ment to this effect. The Board of Directors may enter a nominee in the register of shareholders when the nomi-nee holds voting rights for up to 3 % of the share capital recorded in the commercial register. When a nominee holds 3 % or more of the share capital, the Board of Di-rectors may enter shares held by the nominee in the reg-ister of shareholders if the nominee discloses the name, address and number of shares held by each person on whose account the shares are held.
Legal entities and associations that are linked through capital ownership or voting rights, through common management or in like manner, as well as individuals, legal entities or partnerships that act in concert, syndi-cate or in like manner with the intent to evade the entry restriction, are considered as one nominee within the meaning of this article.
To be recognized as a shareholder with comprehensive rights, an acquirer of shares must submit an application for entry in the share register. The Corporation may refuse the entry in the share register if the applicant does not explicitly declare that it has acquired and will hold the shares in its own name and on its own account. Parties who act together are considered as one person. The Board of Directors may approve exceptions with good reason and no special quorum is required for such a decision.
Granting exceptions in the year under review
During the reporting period, no exceptions to the above listed rules were granted by the Board of Directors.
Procedures and conditions for cancelling statutory privileges and limitations on transferability
In the event that such a situation arises, an absolute ma-jority of the votes represented at the General Assembly of Shareholders and, in case of statutory privileges, an absolute majority of the votes of the beneficiaries repre-sented at the General Assembly of Shareholders, is suf-ficient to proceed with cancellation of statutory privi-leges and limitations on transferability.
Convertible bonds and warrants/options
Edisun Power Europe Ltd. has not issued any convertible bonds, warrants or options.
5 Board of Directors
The Board of Directors may take decisions on all matters that are not reserved for the General Assembly of Share-holders. The Board of Directors is responsible for the ultimate management of the Company as well as for the ultimate supervision of the management. The Board of Director's non-transferable and inalienable duties according to Swiss corporate law include the establish-ment of the organizational structure and the accounting system of the Company, financial control and financial planning, appointment and dismissal of management, overall supervision of management, preparation of the annual report, as well as the General Assembly of Share-holders and making legal notification in the event of qualified indebtedness. The Board of Directors can del-egate the management entirely or in part to individual members of the Board of Directors or to third persons. To this end, the Company has enacted organizational regu-lations, which further detail the duties and competence of the Board of Directors in particular with regard to planning, regulation, supervision and personnel matters.
The Articles of Association restrict the number of group-external mandates for each member of the Board to 5 mandates for listed companies and 15 for other legal entities. Further, a maximum of 10 honorary positions in non-profit organizations are allowed.
Rainer Isenrich, holding both positions, Chairman and CEO, is the only executive member of the Board of Direc-tors. The other members of the Board of Directors have not been members of the Executive Board during the three years prior to the reporting period, nor do any of them have material business relationships with compa-nies in the Edisun Power Group.
Rainer Isenrich, Chairman of the Board
born 1960, Swiss national executive member
Rainer Isenrich has been a member of the company's Board of Directors since May 29, 2015, and has been elected by the General Assembly of Shareholders to serve as the Chairman from that date.
He studied electrical engineering at the Swiss Federal Institute of Technology (ETH) Zurich, gained a master's degree in Management from Georgia Institute of Tech-nology (Atlanta, USA) and completed further studies in Innovation Management at IMD in Lausanne. Rainer Isenrich has accumulated extensive international pro-fessional and management experience in a diverse range of industries and roles. From 1990 to 2005 he worked for Georg Fischer, where, among other positions, he served as Chief Information Officer from 1997 to 2000 and was head of various business units and divisions from 2000 to 2005. From 2005 to 2008 he was CEO of Multi-Contact Group (today: Stäubli Electrical Connectors) and thereby also responsible for Multi-Contact's activities as the market leader in electrical connectors for photovoltaic modules. Subsequently Rainer Isenrich held various po-sitions with automation specialist Infranor and plastics manufacturer Fischer Söhne AG.
He is a member of the board of directors of the following non-listed companies: Verpama AG (member since 2012), Younergy Solar AG (member and President since 2017) and Insolight SA (member since 2018).
Fulvio Micheletti, Vice-Chairman of the BoardReto Klotz, Member of the Board
born 1957, Swiss and Italian non-executive member
born 1952, Swiss national non-executive member
Fulvio Micheletti has been a member of the company's Board of Directors since May 29, 2015.
Reto Klotz has been a member of the company's Board of Directors since May 18, 2018.
Fulvio Micheletti began his career in 1973 with a com-mercial apprenticeship at the Swiss Bank Corporation, and went on to spend almost 40 years at the bank, (which became UBS following a merger in 1998), in various man-agement positions. Most recently, as director for corpo-rate clients, he had overall responsibility for the bank's business customers in Switzerland. He studied at the American Institute of Banking and Finance in New York (1982-1984), at the Swiss Finance Institute in Zürich (1991-1994) as well as at the Wharton Business School (University of Pennsylvania) in Philadelphia (1996). In subsequent years he attended numerous internal train-ing seminars on leadership and management within UBS. Fulvio Micheletti has been an independent busi-ness consultant since 2012 and has taken on director-ships at several medium-sized Swiss companies. He is also an established expert financial specialist and coach for the Swiss Economic Forum.
Fulvio Micheletti was a board director and the CEO of the Federation of Swiss Finance Directors (VSF) (2007-2011) and a non-executive director of Würth Finance Interna-tional B.V. (2007-2011). Since 2012 he has served on the boards of AgricoGas AG and Priora-Group (since 1.1.2020 as Financial Advisor to Priora Luxemburg S.a.r.l., Luxem-burg).
Reto Klotz began his professional career in an architec-tural office with basic training as a draftsman/construc-tion engineer TS. He then continued his education in spatial planning, real estate and construction and ad-ministrative law. From 1977 he worked for the city of Rapperswil for 30 years, from 1977 to 1989 as Construc-tion Secretary and from 1990 to 2006 as head of the con-struction department with responsibility for urban plan-ning, structural and civil engineering, work services, real estate and construction police. In addition, he served as Deputy City Secretary and for 7 years as President of Rapperswil Tourism. In 2007, Reto Klotz founded KLOTZ Immobilien/Bau GmbH, based in Rapperswil. KLOTZ Immobilien/Bau GmbH is a regionally well-established company specializing in real estate trading and manage-ment as well as planning, construction and building law. At the end of 2018, after eleven years, he handed over the operational management to his son but remains owner of the company and will continue to act as a consultant. His new challenge is the management of the partner company KLOTZ Investment GmbH, which was estab-lished in 2018 and is involved in larger and smaller con-struction projects.
José Luis Chorro López, Member of the Board
born 1979, Spanish national non-executive member
José Luis Chorro López has been a member of the com-pany's Board of Directors since May 17, 2019.
He studied law at the University of Valencia, an educa-tion which he completed summa cum laude. He is a law-yer (since 2003) and member of the DSJV (German-Spanish Lawyers Association). José Luis Chorro López has founded two law firms in Spain, focusing on issues in the real estate, banking, food and energy sectors. Paral-lel to his work at various Spanish courts, he specialized in contract negotiations, investment management and corporate restructuring. He also served as insolvency administrator and compliance officer. Since 2012, Mr. Chorro has held various positions within the Swiss Smartenergy Group, currently as Chief Legal Officer.
Election procedure and limits on the term of office
The Articles of Association of Edisun Power Europe Ltd. provide that the Board of Directors consists of three to nine members. As of December 31, 2020, the Board of Directors had four members. The members of the Board of Directors are elected individually at the General As-sembly of Shareholders. All members are elected for a period of one year. The term ends on the day of the Gen-eral Assembly of Shareholders. In the event that a substi-tute is elected to the Board of Directors during a term, the newly elected member finishes the term of his or her pre-decessor. Re-election for successive terms is possible.
Allocation of tasks within the Board of Directors
The Chairman is elected by the General Assembly of Shareholders, which also elects the members of the Nomination and Compensation Committee. Apart from these functions, the Board appoints itself and its Secre-tary. The secretary need not be a member of the Board of Directors or a shareholder. Since October 1, 2014, Reto Simmen, CFO of the Group, has been Secretary of the Board of Directors.
The adoption of resolutions by the Board of Directors requires an absolute majority of the votes cast. In the event of a tie, the chairman of the Board of Directors has the deciding vote. Resolutions to a motion may also be reached in writing if no member of the Board of Directors objects to this process. Minutes of the deliberations and resolutions must be kept and must be signed by the Chairman and Secretary of the Board of Directors. The allocation of assignments between the Board of Direc-tors and the CEO is defined in the Edisun Power Europe Ltd. Organizational Regulations. In accordance with the Organizational Regulations, the Board has appointed an Audit Committee.
Tasks and area of responsibility for Board of Director's committees
The duties and authorities of the committees are de-fined in the Committee Charters of the Board of Direc-tors of Edisun Power Europe Ltd. The committees report to the Board on their activities and findings. The overall responsibility for duties delegated to the committees re-mains with the Board. The committees were established during the course of the initial public offering in Septem-ber 2008. Until then the entire Board of Directors was responsible for all duties.
Nomination and Compensation Committee
As of December 31, 2020, the Nomination and Compen-sation Committee, which was elected at the General As-sembly of Shareholders, had three members: Fulvio Micheletti (Chairman of the Committee), Reto Klotz and José Luis Chorro López. The Nomination and Compensa-tion Committee meets at least once a year, or as often as required. In 2020 the Committee met four times, partly during a regular Board meeting with an average duration of 40 minutes. The meetings were attended by all mem-bers of the Committee.
Audit Committee
As of December 31, 2020, the Audit Committee had three members: Fulvio Micheletti (Chairman of the Commit-tee), Reto Klotz and José Luis Chorro López. The Audit Committee meets at least twice a year, or as often as re-quired. In the year under review, three meetings of the Audit Committee were held. All of the meetings were at-tended by all members of the committee as well as by the CEO and the CFO as guests. Furthermore, the two regular meetings were also attended by the auditors. The average duration of the meetings was 52 minutes.
Within the context of its overall remit, the Audit Commit-tee assesses the work and effectiveness of the external auditor on behalf of the Board of Directors, by evaluating their level of competence, independence, communica-tion, quality of deliverables as well as fees. Furthermore, the Audit Committee assesses the financial control, the financial structure and risk management mechanisms of the company, and reviews the interim and annual fi-nancial accounts of the Group.
The primary tasks of this Committee are to review and propose the compensation structure and the amount of compensation for the members of the Board of Directors and the Management Board, to select and propose suit-able candidates for election to the Board of Directors and for appointment to the Management Board. The Committee submits the relevant proposals and nomina-tions to the Board of Directors.
Working methods of the Board of Directors and its Committees
The Board of Directors convenes ordinary meetings as often as required by the business and the affairs of the Company. Additional meetings or telephone/video con-ferences are held as needed. The Board may pass reso-lutions if the majority of its members is present (includ-ing presence via phone or electronic media), except with respect to resolutions regarding the implementation of capital increases, for which there is no statutory quo-rum. In 2020, the Board of Directors held ten meetings (seven ordinary and three extraordinary meetings) which were always attended by all members of the Committee. No telephone conferences were held in 2020, but five meetings were held by video conference. Usually the meetings of the Board of Directors last half a day. The members of the Management Board take part regularly
in meetings of the Board of Directors to report on special projects in their areas of responsibility. In addition, the Board of Directors receives monthly written reports on current projects, liquidity planning, sale of electricity and budget variances.
events occur, the Management Board is required to in-form the Board of Directors immediately. In connection with meetings of the Board of Directors, the members of the Management Board report to the Board of Directors on their respective business areas.
Definition of areas of responsibility
The Board of Directors has delegated the day-to-day management of Edisun Power to the Executive Manage-ment, except as otherwise provided by law and the Arti-cles of Association. The CEO heads the operational busi-ness and is empowered to fulfill his duties, unless otherwise provided by law, the Articles of Association or the organizational regulations. The specific tasks and areas of authority are specified in the organizational regulations and in the annex to the Company's organiza-tional regulations.
The primary tasks reserved for the Board of Directors are the definition of principles and decisions concerning the subjects of corporate strategy, financial planning, or-ganizational structure, human resources policy and supervision of top management. The Board of Directors is also responsible for the preparation of the annual re-port, the preparation for the General Assembly of Share-holders and the implementation of the resolutions adopted at General Assemblies of Shareholders. Last but not least, the Board approves the formal risk assess-ment which is required by Article 663b of the Swiss Code of Obligations. The Board has approved the design, im-plementation and maintenance of the Internal Control System required under applicable law.
Information and controlling instruments vis-à-vis the Management Board
The Management Board reports regularly, during the Board and Committee meetings, to the Board of Direc-tors on the course of business. Should extraordinary
The standardized reporting consists of monthly written reports on current sale of electricity, projects, liquidity planning and budget variances of the Group. The resul-ting analysis and action taken are presented at each Board meeting by the Mangement Board. Complete con-solidated financial statements under Swiss GAAP FER are prepared on a semi-annual basis and submitted to the Board of Directors.
Risk management analyzes the Group's overall risk ex-posure and supports the strategic decision-making pro-cess. It is therefore linked closely with the Group's stra-tegic management process. The types of risks considered include those concerning the market, business environ-ment, operations, financial risks (including currency, in-terest, cash-flow and liquidity risks), compliance and risks concerning company reputation. The examination of exposure to risk includes the identification of possible opportunities as well as an analysis of threats. The Board of Directors analyzes Group risk at least once a year and discusses it with the Management Board.
6 Management Board
The Management Board is responsible for the operatio-nal management of the company. Furthermore, it pre-pares for and then executes decisions made by the Board of Directors. According to the Organizational Reg-ulations of Edisun Power Europe Ltd. it must, as a mini-mum requirement, include the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO). The Manage-ment Board is appointed by the Board of Directors and currently includes only the CEO and the CFO.
The Articles of Association restrict the number of group-external mandates for each member of the Management Board to 2 mandates for listed companies and 8 for other legal entities. Further, a maximum of 10 honorary posi-tions in non-profit-organizations are allowed.
positions, he served as Chief Information Officer from 1997 to 2000 and was head of various business units and divisions from 2000 to 2005. From 2005 to 2008 he was CEO of Multi-Contact Group (today: Stäubli Electri-cal Connectors) and thereby also responsible for Multi-Contact's activities as the market leader in electrical connectors for photovoltaic modules. Subsequently Rainer Isenrich held various positions with automation specialist Infranor and plastics manufacturer Fischer Söhne AG.
He is a member of the board of directors of the following non-listed companies: Verpama AG (member since 2012), Younergy Solar AG (member and President since 2017) and Insolight SA (member since 2018).
Rainer Isenrich, CEO
Reto Simmen, CFO
born 1960, Swiss national
born 1971, Swiss national
Rainer Isenrich has been CEO of Edisun Power since March 1, 2012. Since May 29, 2015 he was elected to be Chairman of the Board of Directors. From March 1, 2012 until April 30, 2016 he was additionally holding the posi-tion of CFO.
Rainer Isenrich studied electrical engineering at the Swiss Federal Institute of Technology (ETH) Zurich, gained a master's degree in Management from Georgia Institute of Technology (Atlanta, USA) and completed further studies in Innovation Management at IMD in Lausanne. Rainer Isenrich has accumulated extensive international professional and management experience in a diverse range of industries and roles. From 1990 to 2005 he worked for Georg Fischer, where, among other
Reto Simmen joined Edisun Power on October 1, 2014 as head of finance and accounting. Effective May 1, 2016 he was elected by the Board of Directors to become a mem-ber of the Executive Board and Group CFO.
Reto Simmen is an Economics graduate (lic. oec. HSG), qualified as a CAIA (Chartered Alternative Investment Analyst) and has more than 20 years of experience in various functions in the area of corporate finance. After completing his studies in 1996, he began his career in corporate banking with Credit Suisse, and then worked as a corporate finance consultant with Pricewater-houseCoopers from 1999 to 2000. After that, he spent 10 years in investment banking as a financial analyst and partner with Swiss stockbroker NZB Neue Zürcher Bank. From 2010, Reto Simmen worked as an analyst for Rime-sa Unternehmungsberatungs AG, a consulting and in-vestment firm, before joining Edisun Power Group on October 1, 2014.
7 Compensation and Remuneration Report
Composition and method of determining compensation
The compensation principles of Edisun Power Europe Ltd. are based on performance. The compensation pack-ages of Edisun Power Group employees comprise a fixed salary and a variable performance-related salary for middle and top management.
Fixed salary
The fixed salary is intended to give each employee a regular and predictable salary that does not depend on the annual performance of the employee or of Edisun Power Europe Group's business. Salary levels depend on job descriptions and market competitiveness as well as on the skills of each employee. The competitiveness shall be assessed based on comparison with other Euro-pean electricity producers from renewable sources. Salaries are reviewed annually and their evolution de-pends on the individual performance of each employee.
Variable salary
In 2009 the Group introduced a variable salary compo-nent to middle and top management depending on job description and management level. The variable salary component of the Management Board is determined by the Nomination and Compensation Committee based on annual targets with a maximum amount being 30% of fixed salary for the CEO and 20 % for the CFO. The varia-ble part of the salary is calculated as follows: 70% is based on quantitative targets and 30% on qualitative and strategic targets.
Statutory rules concerning compensation and remuneration for members of the Board of Directors and the Management Board
The company's Articles of Association (available online at:www.edisunpower.com/en/home-en/investors-en/ corporate-governance-en/articles-of-association) state in article 13a and 20a rules regarding the variable com-pensation and the issuance of shares, conversion or op-tion rights, the additional amount of compensation for members of the Management Board elected after the resolution of the General Assembly of Shareholders, possible credits and loans to members of the Board of Directors or the Management Board and regarding the voting by the General Assembly of Shareholders regard-ing the compensation.
Determination of compensation for members of the Board of Directors and the Management Board
In accordance with the Articles of Association (article 13a para 1) each year, at the General Assembly of Share-holders, a decision is made on the maximum total remu-neration of the Board of Directors for the period until the next General Assembly of Shareholders, and on the com-pensation of the Management Board for the coming fi-nancial year.
If members join the Management Board during a period for which the remuneration has already been decided, or if they take on additional responsibilities, then the com-pany is authorized to increase the total remuneration already agreed by a maximum of 37 % (article 13a para 5 of the Articles of Association).
For 2020 the quantitative targets were: achieving the budgeted net profit as well as implementing the project pipeline in Portugal. The qualitative and strategic targets for 2020 were: Preparing for further growth and building a pipeline of additional projects.
In compliance with the Articles of Association (article 20a para 8) the company does not grant credit or loans to members of the Board of Directors or the Management Board.
Board of Directors
According to the Articles of Association (article 20a para 1), all members of the Board of Directors receive a fixed fee. The total maximum compensation of CHF 170 000 for the compensation until the next General As-sembly has been approved by the General Assembly 2020. The total compensation includes all social bene-fits as well as other possible compensations. The Nomi-nation and Compensation Committee sets the individual fixed fee for the Chairman and the members of the Board.
Management Board
and expenses (article 20a para 2 ss. of the Articles of As-sociation). The fixed salary is paid in cash on a monthly basis (1/13th with the 13th monthly salary in December) and the variable salary (if any) is paid in cash at the be-ginning of the next fiscal year. In case of a termination of the contract the variable part is paid out on a pro rata basis only in case of a termination by the company.
According to the Articles of Association the total maxi-mum compensation of CHF 660000 for the year under review has been approved by the General Assembly 2019. For 2020, a total Management Board bonus of CHF 70 000 was granted. No further compensation in shares or options of the Group was granted.
The Management Board of Edisun Power Europe Ltd. consists of the CEO and the CFO. Its annual financial compensation consists of a fixed and a variable salary, with customary social benefits (employer's contribution)
The employment contracts of the CEO and the CFO were concluded for an indefinite period of time and may be terminated with six months' notice. These contracts of employment do not include severance compensation.
Remuneration report according to swiss law and the ordinance against excessive compensation in stock exchange listed companies
This remuneration report is subject to the audit by the external auditors.
The following table shows compensation granted to the individual members of the Board of Directors for their activities in the year under review and in the previous year in CHF:
Social benefits
(employer's | Total cash | Total | |||
Financial year | Fixed fee | contribution) | compensation | compensation | |
Rainer Isenrich | 2020 | 37 000 | 7 219 | 44 219 | 44 219 |
Chairman from 29.5.2015 | 2019 | 32 000 | 6 248 | 38 248 | 38 248 |
Hans Nef, Vice-Chairman from 29.5.2015 | 2020 | 2 083 | 44 | 2 128 | 2 128 |
Deceased on 29.11.2019 | 2019 | 25 000 | 521 | 25 521 | 25 521 |
Fulvio Micheletti | 2020 | 30 000 | 2 282 | 32 282 | 32 282 |
Member from 29.5.2015 | 2019 | 25 000 | 1 864 | 26 864 | 26 864 |
Reto Klotz | 2020 | 30 000 | 860 | 30 860 | 30 860 |
Member from 18.5.2018 | 2019 | 25 000 | 521 | 25 521 | 25 521 |
José Luis Chorro López | 2020 | 30 000 | - | 30 000 | 30 000 |
Member from 17.5.2019 | 2019 | 14 583 | - | 14 583 | 14 583 |
2020
2019
Total compensation of the Board of Directors in CHF
139 489
130 737
The following table shows the compensation granted to the CEO and the CFO for their activities in the year under review and in the previous year in CHF:
Social benefits
Variable | (employer's | Total | ||||
Financial year | Fixed salary | salary | contribution) | Expenses | compensation | |
Rainer Isenrich | 2020 | 208 000 | 45 500 | 48 719 | 6 200 | 308 419 |
CEO | 2019 | 204 000 | 65 000 | 49 296 | 6 300 | 324 596 |
Reto Simmen | 2020 | 187 000 | 24 500 | 37 164 | 0 | 248 664 |
CFO | 2019 | 180 000 | 35 000 | 36 139 | 0 | 251 139 |
Total compensation | ||||||
of the Management Board in CHF |
2020
2019
557 083
575 735
Additional payments to members of the Board of Directors and the Management Board
Neither in the reporting period nor in the previous year were additional fees paid for services on top of the ordi-nary compensation, nor were any loans awarded or guar-antees given to members of the Board of Directors or the Management Board or persons closely linked to them.
Related parties transactions
There were no other transactions with related parties in 2020 in accordance with Art. 16 of the OaEC.
REPORT OF THE STATUTORY AUDITOR To the General Meeting of
Edisun Power Europe Ltd., Zurich
We have audited the accompanying remuneration report of Edisun Power Europe Ltd. (pages 19-20) for the year ended 31 December 2020.
Responsibility of the Board of Directors
The Board of Directors is responsible for the preparation and overall fair presentation of the remu-neration report in accordance with Swiss law and the Ordinance against Excessive compensation in Stock Exchange Listed Companies (Ordinance). The Board of Directors is also responsible for design-ing the remuneration system and defining individual remuneration packages.
Auditor's Responsibility
Our responsibility is to express an opinion on the accompanying remuneration report. We conducted our audit in accordance with Swiss Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report complies with Swiss law and articles 14 - 16 of the Ordinance.
An audit involves performing procedures to obtain audit evidence on the disclosures made in the re-muneration report with regard to compensation, loans and credits in accordance with articles 14 - 16 of the Ordinance. The procedures selected depend on the auditor's judgment, including the as- sessment of the risks of material misstatements in the remuneration report, whether due to fraud or error. This audit also includes evaluating the reasonableness of the methods applied to value components of remuneration, as well as assessing the overall presentation of the remuneration re-port.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the remuneration report of Edisun Power Europe Ltd. for the year ended 31 December 2020 complies with Swiss law and articles 14 - 16 of the Ordinance.
Zurich, 25 March 2021
BDO Ltd
Christoph Tschumi
Guido SchwengelerAuditor in Charge Licensed Audit ExpertLicensed Audit Expert
BDO Ltd, a limited company under Swiss law, incorporated in Zurich, forms part of the international BDO Network of independent member firms.
Corporate Governance Report 2020 | |
Phone +41 44 444 35 55 | BDO Ltd |
Fax +41 44 444 35 35 | Schiffbaustrasse 2 |
www.bdo.ch | 8031 Zurich |
8 Shareholders' Participation Rights
Voting rights and representation restrictionsAgenda
Each registered ordinary share bears one voting right at the General Assembly of Shareholders and entitlement to dividend payments (Art. 6 para. 1 of the Articles of Association).
Statutory quorums
To the extent that neither the law nor the Articles of Association provide otherwise, an absolute majority of share votes must be represented at the General Assem-bly of Shareholders for resolutions to be passed and elections to be conducted.
Shareholders who are entitled to vote and who represent at least CHF 1 million or 10 % of the share capital may request items to be added to the agenda. Such requests must be addressed in writing to the Chairman of the Board of Directors no later than 45 days before the meet-ing.
Entries in the share register
The closing date before the General Assembly of Share-holders for registered shareholders to be entered in the share register will be given each time in the invitation to the General Assembly of Shareholders.
Convocation of the General Assembly of Shareholders
Changes of control and defense measures
The General Assembly of Shareholders is held within six months after the financial year is closed.
Extraordinary General Assemblies of Shareholders can be called as often as necessary, particularly in cases re-quired by law.
General Assemblies of Shareholders are convened by the Board of Directors and, if necessary, by the auditors. Extraordinary General Assemblies of Shareholders are convened by the Board of Directors if shareholders rep-resenting at least 10 % of the share capital request such meetings in writing, setting forth the items to be dis-cussed and the proposals to be decided upon.
There are no clauses relating to changes of control or defense measures.
9 Auditors
Duration of the mandate and term of office of the lead auditorInformation instruments pertaining to the external audit
During the General Assembly of Shareholders of May 12, 2017, BDO AG was appointed as new auditor based on their level of competence, their independence and the economic offer. BDO AG was elected for a term of one year with Christoph Tschumi beeing the lead auditor. In 2020 BDO AG has been reappointed and Christoph Tschumi continues to be responsible for the existing au-diting mandate.
Fees
The fees charged by BDO AG to the Edisun Power Group during the financial years 2020 and 2019, were as fol-lows (in CHF):
2020 | 2019 | |
Audit service | 52 400 | 52 400 |
Audit related services | 5 700 | 69 000 |
Other services | 0 | 0 |
Total | 58 100 | 121 400 |
Audit services are defined as the standard audit work that needs to be performed each year in order to issue opinions on the Consolidated Financial Statements of the Edisun Power Group, the Remunaration Report as well as opinions on the local statutory accounts of Edisun Power Europe Ltd.
Audit related services are defined as audit work for capi-tal increases and other statutory required confirma-tions.
Other services include consulting, legal and tax support.
Prior to the start of the annual audit, BDO presented a detailed annual audit plan to the Audit Committee, in-cluding the proposed audit fees. At the end of the audit, BDO presents a detailed report to the Audit Committee on the conduct of the financial statements audit, the findings (if any) on significant financial accounting and reporting issues as well as the findings (if any) on the Group's internal control system (ICS). The Audit Commit-tee of the Board of Directors reviews the performance, compensation and independence of the external audi-tors on a regular basis. The Audit Committee regularly reports its findings to the Board of Directors.
10 Information Policy
11 Financial Calendar
The Edisun Power Group reports to shareholders, the capital market, employees and the public at large in a transparent and timely manner, concerning its strategy, its global activities and the current state of the company. We nurture an open dialogue with our most important stakeholders, based on mutual respect and trust. This enables us to promote an understanding of our objec-tives, strategy and business activities, and to ensure a high degree of awareness about our company.
As a listed company, Edisun Power Europe Ltd. is com-mitted to disclosing facts that may materially affect the share price (ad-hoc disclosure, Art. 53 of the SIX listing rules). Members of the Board of Directors and the Man-agement Board are subject to SIX rules on the disclosure of management transactions. These can be accessed on the SIX website (www.ser-ag.com/en/resources/ notifications-market-participants/management-transactions.html).
The most important information tools are: the annual and semi-annual reports, the website (www.edisunpower.com/en/home-en), the newsletter and media releases (subscription at:www.edisunpower.com/en/home-en/investors-en/ad-hoc-press-release/subscribe-en),
as well as the General Assembly of Shareholders.
April 23, 2021
General Assembly of Shareholders of Edisun Power Europe Ltd.
August 27, 2021
Publication of Semi-Annual Report as of June 30, 2021
Media Information
March 25, 2022
Publication of the Annual Report as of December 31, 2021
Media Information
April 22, 2022
General Assembly of Shareholders of Edisun Power Europe Ltd.
Contact
Edisun Power Europe Ltd. Investor Relations Universitätstrasse 51 8006 Zurich Switzerland
Phone +41 44 266 61 20 Fax +41 44 266 61 22
E-Mail:info@edisunpower.comwww.edisunpower.com
Investor Relations Reto Simmen
Share register Computershare Schweiz AG Baslerstrasse 90
Postfach
4601 Olten Switzerland
Consolidated Financial Statements of Edisun Power Europe Ltd.
Consolidated Balance Sheet
31.12.2020 | 31.12.2019 | ||
Notes | TCHF | TCHF | |
Assets | |||
Cash and cash equivalents | 3 | 28 409 | 32 751 |
Trade receivables | 4 | 2 293 | 2 203 |
Other receivables and current assets | 4 | 1 141 | 1 733 |
Financial assets | 533 | 0 | |
Total current assets | 32 376 | 36 688 | |
Land, plant and equipment | 5 | 166 146 | 136 033 |
Intangible assets | 6 | 184 | 274 |
Financial and other long-term assets | 7 | 3 604 | 2 658 |
Total non-current assets | 169 934 | 138 965 | |
Total assets | 202 310 | 175 652 | |
Liabilities and equity | |||
Borrowings | 9 | ||
Trade payables | 8 | ||
Other payables | 8 | ||
Accrued cost | 8 | ||
Income tax liabilities | |||
Total current liabilities | |||
Borrowings | 9 | ||
Provisions | 10 | ||
Total non-current liabilities | |||
Total liabilities | 120 569 | 95 845 | |
Share capital | 11 | 31 075 | 31 075 |
Share premium | 11.1 | 46 777 | 47 916 |
Retained earnings and currency translation differences | 11.3 | 3 889 | 817 |
Total equity | 81 741 | 79 808 | |
Total liabilities and equity | 202 310 | 175 652 | |
The notes are an integral part of these consolidated financial statements. |
15 073 | 3 170 |
386 | 312 |
509 | 443 |
7 622 | 4 980 |
476 | 326 |
24 066 | 9 230 |
95 611 | 85 741 |
891 | 874 |
96 503 | 86 615 |
Consolidated Income Statement
2020 | 2019 | ||
Notes | TCHF | TCHF | |
Revenue from sale of electricity | 2.15/12 | 11 743 | 13 553 |
Other operating income | 2.15/12 | 623 | 709 |
Total revenues | 12 367 | 14 262 | |
Personnel expenses | 13/14 | - 822 | - 843 |
Rental and maintenance expenses | 15 | - 1 363 | - 1 397 |
Administration expenses | - 600 | - 623 | |
Advertising expenses | - 10 | -7 | |
Other operating expenses | - 871 | - 1 049 | |
Earnings before interest, tax, depreciation, amortization and | |||
deconsolidation (EBITDA) | 8 700 | 10 343 | |
Depreciation and amortization | 5/6 | - 4 454 | - 4 572 |
Impairment reversal | 5.1 | 559 | 181 |
Operating profit (EBIT) | 4 805 | 5 953 | |
Financial income | 16 | 1 512 | 469 |
Financial expenses | 16 | - 2 547 | - 2 460 |
Net profit before income tax | 3 770 | 3 962 | |
Income tax | 17 | - 476 | - 366 |
Net profit | 3 294 | 3 596 | |
attributable to shareholders of Edisun Power Europe Ltd. | 3 294 | 3 596 | |
Earnings per share attributable to shareholders of | |||
Edisun Power Europe Ltd. during the year (expressed in CHF per share): | |||
basic and diluted | 18 | 3.18 | 5.96 |
The notes are an integral part of these consolidated financial statements. |
Consolidated Cash Flow Statement
2020 | 2019 | ||
Notes | TCHF | TCHF | |
Net profit | 3 294 | 3 596 | |
Reversal of non-cash items: | |||
Depreciation and amortization | 5/6 | 4 454 | 4 572 |
Impairment reversal | 5.1 | - 559 | - 181 |
Change in accruals and provisions | - 76 | 823 | |
Financial income | 16 | - 1 512 | - 469 |
Financial expense | 16 | 2 547 | 2 460 |
Income tax expense | 17 | 476 | 366 |
Change in receivables and other current assets | 634 | - 1 443 | |
Change in payables | 141 | 52 | |
Interest paid | - 2 210 | - 2 357 | |
Taxes paid | - 321 | - 220 | |
Other non-cash items | - 148 | -1 | |
Cash flow from operating activities | 6 720 | 7 196 | |
Investments in plant and equipment | 5 | - 31 443 | - 6 581 |
Investments in intangible assets | 6 | -9 | - 91 |
Business acquisition, incl. capitalized cost | 5 | 0 | - 17 066 |
Investments in/repayment from financial assets | - 158 | - 1 960 | |
Interest received | 1 | 1 | |
Cash flow from investing activities | - 31 610 | - 25 696 | |
Capital increase, net of transaction costs | 11.1 | 0 | 27 840 |
Issuance of bonds, net of transaction costs | 9.2 | 0 | 22 564 |
Repayment of bonds | 0 | 0 | |
Increase of other borrowings | 24 663 | 424 | |
Repayment of other borrowings | - 3 001 | - 4 373 | |
Distribution of capital contribution reserves | - 1 139 | - 512 | |
Cash flow from financing activities | 20 522 | 45 942 | |
Net change in cash and cash equivalents | - 4 368 | 27 441 | |
Cash and cash equivalents at the beginning of the year | 3 | 32 751 | 5 613 |
Exchange effects on cash and cash equivalents | 26 | - 303 | |
Cash and cash equivalents at the end of the period | 3 | 28 409 | 32 751 |
The notes are an integral part of these consolidated financial statements. |
Consolidated Statement of Changes in Equity
Attributable to shareholders of the CompanyTCHF
December 31, 2018
Capital increase
Distribution of capital contribution reserves Net profit
Currency translation
December 31, 2019
Distribution of capital contribution reserves Net profit
Currency translation
December 31, 2020
Share capital
15 371
15 704
31075
31075
Share premium
The notes are an integral part of these consolidated financial statements.
Retained earnings
4 943
2 261
43 486 - 512
3 596
47 916
5 857
- 1 139
3 294
46 777
9 151
Currency translation differences
- 2 382
- 2 658
-5040
- 221
- 5 262
Notes to the Consolidated Financial Statements of Edisun Power Europe Ltd.
1 General Information
Edisun Power Europe Ltd. ('the Company') and its sub-sidiaries (together 'the Group') finance and operate pho-tovoltaic systems (PV) in Europe and sell solar energy to local electricity companies. The Group is present in Swit-zerland, Germany, Spain, France, Italy and Portugal.
Edisun Power Europe Ltd. is a limited company domi-ciled and incorporated in Switzerland. The address of the registered office is Universitätstrasse 51, 8006 Zurich, Switzerland.
The Company is listed on the SIX Swiss Exchange.
These consolidated financial statements were author-ized for issue by the Board of Directors on March 25, 2021. They are subject to formal approval by the annual general meeting.
1.1 Group companies
The consolidated financial statements include Edisun Power Europe Ltd. and the companies under its control.
Switzerland
Edisun Power Europe Ltd., Zurich
Edisun Power Switzerland Ltd., Zurich
Germany
Edisun Power PLC, Sigmaringen
Edisun Power Beteiligungs UG, Sigmaringen
PV Hörselgau UG & Co. KG, Sigmaringen
PV Leipzig Alter Flughafen UG & Co. KG, Sigmaringen
Ownership OwnershipSpain
Edisun Power Iberia SA, Madrid
Edisun Power Iberia Beta SA, Madrid
Edisun Power Iberia Gamma SA, Madrid
Edisun Power Iberia Delta SA, Madrid
Edisun Power Iberia Epsilon SA, Madrid
Salinas Energia Solar SL, Madrid
Cortadeta Fotovoltaica SL, Madrid
Sol de Tilla SL, Madrid
Digrun Grun SL, Madrid
Tenpro Renovables SL, Madrid
Renovables del Condado SL, Madrid
Smartenergy Sol20120014 SL, Madrid
Smartenergy Sol20120016 SL, Madrid
France
Edisun Power France SAS, Lyon
Sainte Maxime Solaire SAS, Sainte-Maxime
Italy
2020
2019
Activity 1)
Edisun Power Italia SRL, Andriano CTG Baal SRL, Andriano
Ownership Ownership
2020 100.0 %
2019 100.0 %
Activity 1)
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
Portugal
100.0 %
100.0 %
Smartenergy 1705 Lda., Lisbon Smartenergy 1706 SA, Lisbon HCMI-SGPS SA, Lisbon
100.0 %
100.0 %
Central Fotovoltaica da Mina Lda., Lisbon
100.0 %
100.0 %
Ignichoice Renewable Energy SA, Lisbon
100.0 %
100.0 %
100.0 %
100.0 %
Smartenergy 1810 Lda., Lisbon Smartenergy 1813 Lda., Lisbon Smartenergy 1814 Lda., Lisbon
100.0 % 100.0 %
100.0 % 100.0 %
100.0 % 100.0 %
100.0 % 100.0 %
100.0 %
100.0 %
100.0 % 100.0 %
100.0 % 100.0 %
100.0 %
100.0 %
1)
Services, holding company functionsOperation of photovoltaic systems (PV), selling of solar energy
2 Summary of Significant Accounting Policies
The principal accounting policies applied in the prepara-tion of these consolidated financial statements are set out below. These policies have been applied consistently in all the years presented, unless otherwise stated.
2.1 Basis for the preparation of the consolidated financial statements
The consolidated financial statements of Edisun Power Europe Ltd. have been prepared in accordance with the Accounting and Reporting Recommendations Swiss GAAP FER. The entire framework has been applied. The consolidated financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below, where a standard or an interpretation requires a different measurement meth-od.
All amounts in these financial statements are rounded individually.
2.2 Consolidation
The Group applies the acquisition method to account for acquisition of subsidiaries. The consideration trans-ferred includes the fair value of any asset or liability. Identifiable assets acquired and liabilities and contin-gent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
Acquisition-related costs are capitalized as incurred.
Goodwill is measured initially as the excess of the aggre-gate of the consideration transferred and the fair value of minority interest over the net identifiable assets ac-quired and liabilities assumed.
Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
All fully consolidated subsidiaries are listed in the Gen-eral Information. December 31 represents the uniform closing date for all companies included in the consoli-dated financial statements. The accounting policies of the subsidiaries are consistent with the policies adopted by the Group.
(a) Subsidiaries
Subsidiaries are all the entities over which the Group has the power to govern the financial and operating policies, which generally accompanies a shareholding that repre-sents more than one half of the voting rights. The exist-ence and effect of potential voting rights that are cur-rently exercisable or convertible are considered when assessing whether the Group controls a given entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are de-consolidated from the date that control ceases.
(b) Transactions and non-controlling interests Changes in a parent's ownership interest in a subsidiary that do not result in the loss of control are accounted for as equity transactions. Any difference between the amount by which the minority interests are adjusted and the fair value of the consideration paid or received shall be recognized directly in equity. For purchases from non-controlling interests, the difference between any consid-eration paid and the relevant share acquired of the car-rying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
2.3 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity oper-ates (the 'functional currency'). The consolidated finan-cial statements are presented in CHF, which is the Com-pany's functional and the Group's presentation currency.
(b) Transactions and balances
Transactions in foreign currency are recorded and trans-lated into CHF using the actual exchange rate on the transaction date. The resulting translation differences are included in the income statement as exchange gains or losses.
Monetary assets and liabilities in foreign currencies are translated into the functional currency on the balance-sheet date at the year-end rates of exchange. Non-mon-etary items are translated using the exchange rate pre-vailing on the transaction date. Translation differences are recorded in the income statement.
On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments des-ignated as hedges of such investments, are taken to shareholders' equity. When a foreign operation is partial-ly disposed of or sold, exchange differences that were recorded in equity are recognized in the income state-ment as part of the gain or loss on sale.
The Group has offset the accumulated exchange gains and losses that result from translating the financial statements of subsidiaries and associates up to the date of transition to Swiss GAAP FER on January 1, 2012 di-rectly against retained earnings, and no longer reports them seperately in equity.
Goodwill and fair-value adjustments arising on the ac-quisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated using the closing rate.
The CHF/EUR exchange rates relevant to the annual con-solidated financial statements were:
(c) Group companies
The results and financial position of all Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the pres-entation currency as follows:
• assets and liabilities for each balance sheet pre-sented are translated using the closing rate on the date of that balance sheet;
• income and expenses for each income statement are translated using average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated on the dates of the transactions);
• all resulting exchange differences are recognized in accumulated deficits.
1 EUR
31.12.2020 | Average 2020 | 31.12.2019 | Average 2019 |
1.0823 | 1.0712 | 1.0854 | 1.1142 |
2.4 Land, plant and equipment
Land consists of property that has been bought on which to build PV plants and is shown at cost. All other plant and equipment are stated at cost less cumulative depre-ciation. Historical cost includes expenditure that is di-rectly attributable to the acquisition or construction of the items. Borrowing costs that are directly attributable to the construction of PV plants are capitalized as part of the cost of this asset when specific criteria according to Swiss GAAP FER 18 are met.
Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropri-ate, only when it is probable that future economic bene-fits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carry-ing amount of the replaced part is derecognized. All oth-er repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost in excess of their residual values over their es-timated useful lives, as follows:
Plant
Furniture, fittings and equipment (FF&E)
20 - 30 years 3 - 4 years
The assets' residual values and useful lives have been reviewed and updated at the balance-sheet date.
2.5 Intangible assets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisi-tion over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in "intangible assets". Goodwill on acquisitions of associates is included in 'investments in associates' and is tested for impairment as part of the overall balance. Goodwill is amortized over a period of 5 years.
(b) Trademarks and licenses
Acquired trademarks and licenses are shown at histori-cal cost. Trademarks and licenses have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line meth-od to allocate the cost of trademarks and licenses over their estimated useful lives (15 - 20 years).
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are recognized with-in "Other operating income" in the income statement.
(c) Other intangibles
Other intangibles include capitalized software expenses and are carried at historical cost less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost of software over its estimated useful life (5 years).
Grants from electricity operators related to the con-struction of PV plants are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. The costs of the plant are reduced by the grant received resulting in a reduced depreciation charge in the future.
2.6 Impairment of intangible and tangible assets
Assets that are subject to amortization are reviewed for impairment whenever events or changes in circum-stances indicate that the carrying amount may not be recoverable at every balance sheet date. If indicators for a continuous impairment exist, the recoverable amount is determined. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value
in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are sep-arately identifiable cash flows (cash-generating units).
2.7 Trade receivables
Trade receivables, which generally have a 30-day term, are recognized initially at nominal value less provision for impairment. A provision for impairment of trade re-ceivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of esti-mated future cash flows, discounted at the effective in-terest rate. The amount of the provision is recognized in the income statement.
2.10 Trade payables and other payables
Trade payables and other payables are recognized at nominal value.
2.11 Borrowings
Borrowings (loans and straight bonds) are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the in-come statement over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless payments can be deferred for at least 12 months.
2.8 Cash and cash equivalents
2.12 Current and deferred income tax
Cash and cash equivalents includes cash in hand, depos-its held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.
2.9 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to issuing new shares are shown in equity as a deduction, net of tax, from the proceeds.
When any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income tax), is deducted from equity attributable to the Company's equity holders until the shares are cancelled or reissued.
The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the balance sheet date in the countries where the Group's subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. De-ferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance-sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be avail-able against which the temporary differences can be uti-lized. Deferred tax assets on tax loss carry forwards are not recognized.
Deferred income tax is provided on temporary differenc-es arising on investments in subsidiaries and associ-ates, except where the timing of the reversal of the tem-porary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
is shown net of value-added tax and after eliminating sales within the Group.
The Group recognizes revenue when the amount of rev-enue can be reliably measured, when it is likely that fu-ture economic benefits will flow to the entity, and when specific criteria have been met for each of the Group's activities as described below. The amount of revenue is not considered to be measurable reliably until all contin-gencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction, and the specifics of each arrangement.
2.13 Employee benefits
Pension obligations
The Group only has employees in Switzerland under a single plan. The plan is funded through payments to a collective pension fund.
2.14 Provisions
Provisions are recognized when the Group has a legal or constructive obligation as a result of past events (e.g. dismantling cost for PV plants) when it is likely that an outflow of resources will be required to settle the obliga-tion, and when a reliable estimate of the amount can be made. The costs associated with the dismantling of PV plants are capitalized in the carrying value of property, plant and equipment and depreciated over the life of the asset. The total provisions related to the PV plants, dis-counted to present value, are recorded under long-term provisions.
2.15 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue
(a) Revenue for sale of electricity
The Group sells solar energy to local electricity firms. These sales are usually based on a long-term (20 to 30-year) fixed-price contract and recognized in the period the delivery took place. In Switzerland, there are con-tracts with Zurich's electricity supplier EWZ (Elek-trizitätswerk der Stadt Zürich) and with SIG (Service in-dustriels de Genève). One contract is based on KEV (Kostendeckende Einspeisevergütung) since 1.1.2009. In Germany, the amount of the compensation is based on the German Renewable Energy Sources Act (EEG) dated 2000 and amended in later years. In Spain, the current regulatory framework is as of July 12, 2013, embodied in the Royal Legislative Decree 9/2013, the Royal Decree 413/2013 as well as the ministerial order 1045/2014. Un-til July 12, 2013, the compensations were based on the Royal Decrees 661/2007, 1578/2008 as well as in the Royal Decree 6/2009. The compensation in France is based on the "Arrêté du 10 juillet 2006" and the "Arrêté du 12 janvier 2010" as well as on Decrees 2000-1196 and 2009-252. In Italy, the compensation is based on the II Conto Energia (Ministerial Decree 19/02/07 and AEEG resolution No. 90/07).
If circumstances arise that may change the original esti-mates of revenues, costs or extent of progress toward completion, estimates are revised. These revisions may result in increases or decreases in estimated revenues or costs and are reflected in income in the period in which the circumstances that have given rise to the revi-sion become known by management.
(b) Other operating income
Other operating income mainly includes revenues from both the provision of assets management services for third-party PV systems and from support for the de-velopment of new PV projects by providing financing guarantees as well as insurance compensations for yield losses.
2.16 Leases
Leases in which a significant portion of the risks and re-wards of ownership are retained by the lessor are classi-fied as operating leases. Payments made under operat-ing leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
2.17 Distribution of dividends and capital contribution reserves
The distribution of dividends and capital contribution reserves to shareholders of Edisun Power Europe Ltd. is recognized as a liability in the Group's consolidated financial statements in the period in which the dividends are approved by the Company's shareholders.
3 Cash and Cash Equivalents
31.12.2020 31.12.2019
Cash on hand Banks
0 | ||
32 751 | ||
32 751 | ||
31.12.2020 | 31.12.2019 | |
Trade receivables | 2 294 | 2 204 |
Other receivables and current assets | 1 141 | 1 733 |
Less: provision for impairment of | -1 | -1 |
trade receivables | ||
Trade and other receivables - net | 3 434 | 3 936 |
Current portion | 3 434 | 3 936 |
Total
4 Trade and Other Receivables
0 28 409
28 409
5 Land, Plant and Equipment
2020
Gross Value
Land
Opening gross book amount - January 1 Exchange differences
Additions
Disposals
Change in consolidation scope Reclassifications
Closing gross book amount - December 31
Accumulated depreciation
1 036 -3 - - - - 1 033
Opening amount - January 1 Exchange differences Disposals Depreciation charge Impairment Reclassification
619 -2
Closing amount - December 31
PV PlantsAssets under construction
106 251
- 15
57 784
- 180
743 - -
33 322 - -
FF&E
39 643 146 622
- 39 609 51 318
Total
256 - - - - - 256
165 328
- 198
34 064 - -
35 199 229
- - - - 617
28 423
- 34 -
4 383
- 559 - 32 213
- - - - - - -
254 - - 1 - - 254
29 295
- 36 -
4 384
- 559 -
33 084
Net book value - January 1
Net book value - December 31
418 416
77 829 114 410
57 784 51 318
3 2
136 033 166 146
2019
Gross value
Land
Opening gross book amount - January 1 Exchange differences
Additions
Disposals
Change in consolidation scope Reclassifications
Closing gross book amount - December 31
PV PlantsAssets under construction
1 075 - 39 - - - - 1 036
109 988
- 3 763
- - 962
35 - -
9 985 -
- 10 106 251
48 761 -
57 784
FF&E
Total
254 -5 - - - 7 256
111 317
- 4 769
10 020 -
48 761
-2 165 328
Land
Accumulated depreciation Opening amount - January 1 Exchange differences Disposals Depreciation charge Impairment reversal Reclassification
642 - 23
Closing amount - December 31
PV PlantsAssets under construction
- - - - 619
25 017
- 920 -
4 513
- 181
-5 28 423
- - - - - - -
FF&E
Total
254
25 913
-5 -
- 948 -
1 -
4 514
- 181
3 254
-2
29 296
Net book value - January 1
Net book value - December 31
The PV plants' current and future receivables from the sale of solar power to local electricity companies are par-tially pledged to secure third-party loans (see note 21).
5.1 Impairment of PV plants
The Company performed a detailed impairment test for each PV plant individually as per December 31, 2020.
Interest rates after tax (Weighted Average Cost of Capital, WACC) have been reviewed and adjusted for each seg-ment as follows:
2020 | 2019 | |
Spain | 4.1 % | 4.2 % |
Germany | 2.9 % | 2.9 % |
Switzerland | 3.4 % | 3.5 % |
France | 3.8 % | 3.5 % |
Italy | 5.1 % | 5.2 % |
Portugal | 5.0 % | 4.2 % |
For three PV plants in Spain and in Germany, it was pos-sible to reverse part of the earlier recorded impairment in the amount of TCHF 559 in total based on a lower-than-expected reduction of the feed-in tariffs in Spain in the mid- to long-term as well as due to a non-occurrence of previously expected one-off costs in Germany.
433 418
84 971 77 828
- 57 784
- 3
85 405 136 033
5.2 Purchase and sale of PV plants / subsidiaries
No PV plants or subsidiaries were bought or sold in 2020.
In 2019, the following five photovoltaic projects were acquired:
In February 2019, the Company signed the contracts to purchase the 49 MW photovoltaic construction project "Mogadouro" in north-eastern Portugal for a total con-sideration of about CHF 8.4 million, paid in cash and by a capital increase through contribution in kind. On Decem-ber 30, 2020, the photovoltaic plant was connected to the Portuguese electricity grid.
In July 2019, Edisun Power signed the contracts to pur-chase another 23 MW photovoltaic construction project "Betty" in Portugal for a total price of approximately CHF 6.4 million. The transaction had again been financed via a cash payment and a capital increase through contribu-tion in kind. The project is still in execution.
In September 2019, the Company acquired the rights to three more photovoltaic projects "PQS" in southern Por-tugal with a total capacity of 134 MW. The purchase price amounted to about CHF 33.7 million and had been paid in cash as well as by offsetting receivables in connection with a large ordinary capital increase carried out in November 2019. The projects are still in execution.
The companies acquired in 2019 consisted of the following positions: |
Project |
Mogadouro |
Project | Projects | Total | ||
Betty | PQS | |||
Cash and cash equivalents | 58 | 15 | 37 | 110 |
Land, plant and equipment | 8 387 | 6 438 | 33 934 | 48 759 |
Other assets | - | - | 47 | 47 |
Interest-bearing liabilities | - | - | - | - |
Other liabilities | 4 | 45 | 341 | 390 |
Net assets acquired | 8 441 | 6 408 | 33 677 | 48 526 |
Acquisition price | 8 441 | 6 408 | 33 677 | 48 526 |
of which paid: | ||||
in cash | 2 616 | 3 625 | 10 935 | 17 176 |
by a capital increase through contribution in kind | 5 825 | 2 782 | - | 8 607 |
by offsetting payables with share subscriptions of a capital increase | - | - | 22 743 | 22 743 |
Consequently, no goodwill had been acquired through these acquisitions.
6 Intangible Assets
2020
Gross Value
Total
Opening gross book amount - January 1 926
Exchange differences -1
Additions 16
Disposals
Change in consolidation scope Reclassifications
- - - 35
Closing gross book amount - December 31 907
Accumulated depreciation
Opening amount - January 1 652
Exchange differences Disposals Depreciation charge Impairment Reclassification
- - 70 - -
Closing amount - December 31 722
Net book value - January 1 274
Net book value - December 31 184
2019
Gross value
Opening gross book amount - January 1 Exchange differences
Additions
Disposals
Change in consolidation scope Reclassifications
Closing gross book amount - December 31
Total
829
- 10
119 - -
- 12 926
Total
Accumulated depreciation Opening amount - January 1 Exchange differences Disposals Depreciation charge Impairment Reclassification
612
-5 -
57 -
- 12
Closing amount - December 31 652
Net book value - January 1 217
Net book value - December 31 274
Intangible Assets include capitalized software expenses and licenses.
7 Financial and Other Long-term Assets
Prepayments / deferred cost long-term Other long-term financial assets
Total financial and other long-term assets
Prepayments consist mainly of prepaid roof and land rents. Other long-term assets mainly include guarantees deposited with the Portuguese state energy authority "DGEG" (Direção Geral de Energia e Geologia) to ensure the execution of the PV projects as well as accrued inter-est income on payments for PV projects.
31.12.2020
767
31.12.2019
2 837
628 2 030
3 604
2 658
8 Trade and Other Payables
The following table provides details on trade payables and other payables:
Trade payables
Payables to related parties Value added taxes
Social security and other taxes Other
Total
31.12.2020
31.12.2019
353 32
296 16
374
339
24 111
0 105
895
755
The following table provides details on accrued costs:
31.12.2020 | 31.12.2019 | ||||
31.12.2020 | 31.12.2019 | ||||
Interest on borrowings | 510 | 450 | CHF | 52 510 | 52 467 |
Other accrued cost | 7 112 | 4 530 | EUR | 58 174 | 36 444 |
Total | 7 622 | 4 980 | Total | 110 684 | 88 911 |
9 Borrowings
31.12.2020
Current
Loans from third-party Straight bonds from third-party
2 823
12 250
Total current borrowings
15 073
Non-current
Loans from third-party Straight bonds from third-party
55 802
39 810
Total non-current borrowings
31.12.2019
3 170
3 170
33 724
52 017
95 611
85 741
The carrying amounts (in TCHF) of the Group's borrow-ings are denominated in the following currencies:
0
Other accrued cost include TCHF 6 028 outstanding invoices for the construction of the PV plants in Portugal.
At the end of 2020, the Group had unused credit lines amounting to TEUR 4 970 in total (2019: 5 805).
9.1 Loans from third-parties
At year-end, maturities of debt were as follows:
31.12.2020 | 31.12.2019 | |
Within 1 year | 2 823 | 3 170 |
Within 2 to 5 years | 12 808 | 11 872 |
After 5 years | 42 994 | 21 853 |
Total loans from third parties | 58 624 | 36 894 |
The following tables provide details on the conditions of the loans from third-parties:
2020
Final maturity
2024
2025
2026
2027
2029
2031
2034
2037
2038
2019
Interest rateamount
Final maturity
2.5 %
721 2020
1.4 - 5.9 %
728 2024
1.8 - 6.1 %
4 898 2025
2.9 - 5.1 %
2 530 2026
3.0 %
5 839 2027
1.9 - 3.0 %
9 057 2029
2.0 - 2.9 %
700 2031
3.3 %
11 323 2034
3.0 %
22 829 2038
Interest rateamount
2.5 %
450
2.5 %
271
4.5 - 5.9 %
891
1.8 - 6.1 %
5 616
2.9 - 5.1 %
2 888
3.3 %
3 254
1.9 - 3.3 %
7 056
2.0 - 2.9 %
710
3.3 %
15 759
Total
9.2 Straight bonds
The Group has issued several straight bonds:
Edisun Power Europe Ltd.
58 624
TotalNominal value in 000 local currency
2.25 % Bond 2015 - 2023 (CHF) 2.00 % Bond 2016 - 2021 (CHF) 2.00 % Bond 2017 - 2022 (CHF) 2.00 % Bond 2019 - 2024 (CHF)
3 980
12 250
13 315
22 615
Total
31.12.2020
Book value in 000 CHF
3 944
12 250
13 292
22 574
52 060
36 894
31.12.2019
Book value in 000 CHF
3 930
12 235
13 285
22 567
52 017
10 Provisions
Deferred tax liabilities
Year ended December 31, 2020
At beginning of the year Exchange differences Additions
Use Reversal
Change in consolidation scope At the end of the year thereof short-term thereof long-term
Year ended December 31, 2019
At beginning of the year Exchange differences Additions
Use Reversal
Change in consolidation scope At the end of the year thereof short-term thereof long-term
517 -1 5 - - - 521 - 521
532 - 19 5 - - - 517 - 517
Provisions for dismantling PV plants after termination of the contract with the owner (generally 20 - 30 years after construction of the PV plant) are based on future esti-mated costs discounted at a rate of 5 % (2019: 5 %).
Other provisions (long-term) include a provision in the amount of TCHF 51 (2019: TCHF 51) for a potential lawsuit regarding a defective construction of a rooftop installa-tion. Group management has used best estimates to measure the potential outcome and came to the conclu-sion that provisions are still accurate for this case.
Provisions for dismantling
305 -1 15 - - - 320 - 320
299 - 10 16 - - - 305 - 305
Other provisionsTotal
51 874
- -2
- 20
- - - 51 -- - - 891 -
51 891
53 885
-2 - - - - 51 - 51
- 31 21 - - - 874 - 874
11 Share Capital
11.1 Share premium
The share capital of Edisun Power Europe Ltd. entered in the commercial register amounts to TCHF 31 075 and is fully paid up. It consists of 1 035 821 ordinary shares with a nominal value of CHF 30.00 each.
In addition, the Board of Directors has been granted the right to increase the share capital of Edisun Power Eu-rope Ltd. until April 23, 2022 by a maximum aggregate amount of CHF 15.0 million (500 000 fully paid registered shares with a par value of CHF 30.00 each).
In 2019, the share capital of Edisun Power Europe Ltd. was increased from TCHF 15 371 to TCHF 31 075 in three steps. Firstly, the share capital was increased from TCHF 15 371 to TCHF 17 794 on June 20 through the issue of 80 782 fully paid registered shares with a par value of CHF 30.00 each via a contribution in kind out of author-ized capital. Secondly, it was increased from TCHF 17 794 to TCHF 18624 on September 5 through the issue of 27 675 fully paid registered shares with a par value of CHF 30.00 each, again via a contribution in kind out of authorized capital. Finally, the share capital was increased from TCHF 18 624 to TCHF 31 075 on Novem-ber 27 through the issue of 415 000 fully paid registered shares with a par value of CHF 30.00 each as part of an ordinary capital increase, partially paid in cash and par-tially by offsetting payables.
In 2020, the distribution of TCHF 1139 of the capital con-tribution reserve was recorded to the Share Premium.
In 2019, a capital contribution reserve of TCHF 44778 was created in the Share Premium in the course of the three capital increases carried out in June, September and November (see note 11). In addition, transaction cost of TCHF 1292 relating to the capital increases were de-ducted from the Share Premium. No internal expenses from management etc. were included in the transaction cost. Any internal cost had been charged to the in-come statement as incurred. Finally, the distribution of TCHF 512 of the capital contribution reserve was record-ed to the Share Premium.
11.2 Own shares
As of the balance sheet date, neither Edisun Power Eu-rope Ltd. nor any of its subsidiaries hold their own shares.
11.3 Accumulated deficits/retained earnings and currency translation differences
Accumulated deficits/retained earnings comprise accu-mulated and unappropriated earnings.
The consolidated accumulated deficits/retained earn-ings include non-distributable legal reserves of TCHF 347 (2019: TCHF 303).
Total currency translation differences amount to TCHF -221 (2019: -2 658), of which TCHF -85 (2019: -1 508) are arising from long-term intercompany loans with equity character.
12 Information by Segment
The segment revenues for the year ended December 31, 2020, are as follows:
Switzerland Germany
Total segment revenue Inter-segment revenue
Revenue from external customers EBITDA
EBITDA in % of revenue
SpainFrance
1 070 - 1 070 920 86.0 %
1 477 -6 308 -
2 801 -
1 477
6 308
2 801
1 137 77.0 %
4 454 70.6 %
2 228 79.5 %
The segment revenues for the year ended December 31, 2019, are as follows:
Switzerland Germany
Total segment revenue Inter-segment revenue
Revenue from external customers EBITDA
EBITDA in % of revenue
ItalyPortugalEPEGroup
450 - 450 310 69.0 %
- - - - 29
969
13 075
- 708
- 708
261
12 367
- 321
8 700 70.3 %
SpainFranceItalyPortugalEPEGroup
1 069 - 1 069 915 85.6%
1 504 -7 726 -
2 782 -551 - 551 406 73.7%
- - - - 25
1 223
14 854
- 592
- 592
1 504
7 726
2 782
631
14 262
1 178 78.3%
5 857 75.8%
2 229 80.1%
- 217
10 343 72.5%
13 Pension Fund Liabilities
Economic benefit/economic obligation and pension plan expenses:
Surplus / Deficit according to Swiss GAAP
Economic impact
FER 26
GroupChange to prior year or charge to income current yearContri-butions for the periodPension plan expenses in personnel expenses
31.12.2020
31.12.2020
31.12.2019
2020
2019
Pension schemes with funding surplus/deficit Switzerland
0
0
0
0
55
55
51
Pension institutions with funding surplus/deficit abroad
0
0
0
0
0
0
0
Unfunded pension schemes
0
0
0
0
0
0
0
Total
0
0
0
0
55
55
51
Surplus / Deficit according to Swiss GAAP
Economic impact
FER 26
GroupChange to prior year or charge to income current yearContri-butions for the periodPension plan expenses in personnel expenses
31.12.2019
31.12.2019
31.12.2018
2019
2018
Pension schemes with funding surplus/deficit Switzerland
0
0
0
0
51
51
53
Pension institutions with funding surplus/deficit abroad
0
0
0
0
0
0
0
Unfunded pension schemes abroad
0
0
0
0
0
0
0
Total
0
0
0
0
51
51
53
The employees of Edisun Power Europe Ltd. are insured under a collective pension plan. Consequently, due to its joint and several nature, the information to be disclosed cannot be determined on the basis of the individual participation agreement. The level of coverage of the collective plan as a whole, however, amounted to 116.9 % at the end of 2020 (114.2 % at the end of 2019).
14 Personnel Expenses
16 Financial Income and Expenses
15 Leasing Commitments
The figures in the preceding table mainly include rental |
contracts for land and roofs on which the Group's PV |
systems are built. |
2019 | |||
Interest income on loans | 1 | 0 | |
Interest income on payments | 1 487 | 375 | |
for PV projects | |||
Foreign exchange gains | 24 | 94 | |
Financial income | 1 512 | 469 | |
Borrowings third-party | - 1 258 | - 1 457 | |
Straight bonds | - 1 096 | - 808 | |
Foreign exchange losses | - 135 | - 99 | |
The Group's fixed operating leasing commitments that | Other financial expenses | - 58 | - 97 |
cannot be cancelled within 12 months and which are not | |||
Financial expense | - 2 547 | - 2 460 | |
recognized in the balance sheet are due as follows (not | |||
discounted): | Net finance cost | - 1 035 | - 1 991 |
17 Income Tax Expenses | |||
2020 | 2019 | ||
Current income tax expenses | - 471 | - 361 | |
Deferred income tax expenses | -5 | -5 | |
Total income tax expenses | - 476 | - 366 | |
Reported tax rate | 12.6 % | 9.2 % |
2020
Wages and salaries Social security costs Other personnel costs
Total
31.12.2020
Less than 1 year Between 1 and 5 years Over 5 years
Total
2020
2019
- 664
- 672
- 123
- 112
- 34
- 59
- 822
- 843
31.12.2019
658
666
4 603
3 292
11 344
14 261
16 606
18 220
The weighted average tax rate amounts to 22.8 % in the current year (2019: 23.9 %). The decline is due to the in-crease of profits in countries with a relatively lower tax burden. The reported tax rate is lower than the weighted average tax rate due to the usage of previously unrecog-nized tax loss carry-forwards.
No deferred income tax assets are recognized for tax loss carry-forwards.
As of December 31, 2020, the Group has tax losses for which no deferred tax asset has been recognized with an amount of TCHF 8 382 (2019: 10 012). The total deferred income tax asset arising from unused tax loss carry-forwards in the individual countries would amount to TCHF 1 713 (2019: 1 972).
Basic earnings per share is calculated by dividing the earnings attributable to equity holders of the Group by the weighted average number of ordinary shares in is-sue during the year, excluding ordinary shares pur-chased by the Group and held as treasury shares.
18 Earnings per Share
Profit attributable to equity holders of the Group
Weighted average number of ordinary shares outstanding
Basic and diluted earings per share (CHF per share)
19 Dividends per Share
2020 | 2019 |
3 294 | 3 596 |
1 035 821 | 602 905 |
3.18 | 5.96 |
In 2020, a dividend of CHF 1.10 per share was paid out (2019: CHF 1.00).
20 Contingencies
The Group has contingent liabilities in respect of legal claims arising in the ordinary course of business. It is not anticipated that any material liabilities will arise from the contingent liabilities other than those provided for.
21 Commitments and Collaterals
The following current and future receivables from the sale of solar power to local electricity companies have been pledged to secure third-party borrowings:
31.12.2020 | 31.12.2019 | |
to banks | 58 329 | 36 322 |
to bond-holders | 0 | 0 |
Total | 58 329 | 36 322 |
The book value of the receivables and PV plants pledged to secure bank financings amount to TCHF 1 764 (2019: 1607) and TCHF 96 062 (2019: 58 126), respectively. There were no other commitments as of December 31, 2020 and December 31, 2019, respectively.
22 Related-Party Transactions
Related party transactions are reported in the con-solidated financial statements for 2020 and 2019 and consist of the following positions:
Transactions with shareholders: | 2020 | 2019 |
Other operating income (see note 2.15) | 261 | 624 |
Purchase and development | 6 411 | 50 521 |
of PV projects | ||
Interest income on payments | 1 487 | 375 |
for PV projects | ||
Compensation for capital increase | 0 | 510 |
transaction cost | ||
Key Management and Board | 2020 | 2019 |
Compensation: | ||
Salaries and other short-term | 600 | 612 |
employee benefits | ||
Social benefits (employer's contribution) | 96 | 95 |
Termination benefits | 0 | 0 |
Total compensation | 697 | 706 |
23 Events after the Balance Sheet Date
There are no relevant events after the balance sheet date which would have a significant impact on the 2020 financial statements.
Phone +41 44 444 35 55 Fax +41 44 444 35 35www.bdo.ch
BDO Ltd Schiffbaustrasse 2 8031 Zurich
STATUTORY AUDITOR'S REPORT
To the General Meeting of Edisun Power Europe Ltd., Zurich
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Edisun Power Europe Ltd. and its subsidiaries (the Group), which comprise the consolidated balance sheet as at 31 Decem-ber 2020 and the consolidated income statement, consolidated cash flow statement and consolidated statement of changes in equity for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion the consolidated financial statements (pages 26 to 49) give a true and fair view of the consolidated financial position of the Group as at 31 December 2020, and its consolidated results of operations and its consolidated cash flows for the year then ended in accordance with Swiss GAAP FER and comply with Swiss law.
Basis for Opinion
We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Our re-sponsibilities under those provisions and standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our re-port.
We are independent of the Group in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession and we have fulfilled our other ethical responsi-bilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to pro-vide a basis for our opinion.
Report on Key Audit Matters based on the circular 1/2015 of the Federal Audit Oversight Authority
Key Audit Matters are those matters that, in our professional judgment, were of most sig-nificance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial state-ments as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
BDO Ltd, a limited company under Swiss law, incorporated in Zurich, forms part of the international BDO Network of independent member firms.
Recoverability of property, plant and equipment (PV plants)
The property, plant and equipment amount to CHF 166.1 million (82.1% of to-tal assets) as of December 31, 2020. Prop-erty, plant and equipment mainly consist of photovoltaic systems (PV plants).
We consider the valuation of PV plants as a particularly significant area due to the size of the carrying value and judgments involved in assessing the recoverability of these assets. Those judgments relate to the future performance of the PV plants and the discount rates applied to future cash flow forecasts.
Management assessed the recoverability of PV plants and shared the results with us. We critically evaluated and challenged the as-sumptions made by management. Manage-ment had followed a clearly documented pro-cess for drawing up future cash flow forecasts, which was subject to timely over-sight and challenge by the Board of Directors. We compared the current year actual results with the figures included in the prior year forecasts to consider whether any forecasts included assumptions that, with hindsight, had been optimistic.
We refer to Note 5 to the consolidated fi-nancial statements for the Group's disclo-sure on property, plant and equipment.
We challenged management's assumptions on the revenue, by comparing them to economic and industry forecasts and the discount rate, by assessing the cost of capital for compara-ble organisations, as well as considering terri-tory specific factors.
Responsibility of the Board of Directors for the Consolidated Financial Statements
The Board of Directors is responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with Swiss GAAP FER and the provi-sions of Swiss law, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, mat- ters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Key Audit Matter | How our audit addressed the Key Audit Matter |
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated finan- cial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and Swiss Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individ-ually or in the aggregate, they could reasonably be expected to influence the economic de-cisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located at the website of EXPERTsuisse:http://expertsuisse.ch/en/audit-re-port-for-public-companies. This description forms part of our auditor's report.
Report on Other Legal and Regulatory Requirements
In accordance with article 728a para. 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the prepara-tion of consolidated financial statements according to the instructions of the Board of Directors.
We recommend that the consolidated financial statements submitted to you be approved.
Zurich, 25 March 2021
BDO Ltd
Christoph Tschumi
Guido Schwengeler
Auditor in Charge Licensed Audit Expert
Licensed Audit Expert
Statutory Financial Statements of Edisun Power Europe Ltd.
Balance Sheet Edisun Power Europe Ltd.
Notes
Assets
Current assets
Cash and cash equivalents
Other current receivables from third parties Other current receivables from group companies Accrued income and deferred expenses
2.2/3.2
Total current assets
Non-current assets Loans to group companies Other financial assets
2.3/3.2
Investments in subsidiaries and associates Accrued income and deferred expenses Total non-current assets
2.4/3.3
2.6
Total assets
Liabilities and equity
Short-term liabilities
Trade payables to third parties Trade payables to group companies Short-term interest-bearing liabilities Other payables
3.6
2.7/3.4
Accrued expenses and deferred income Total short-term liabilities
3.6 3.6
Long-term liabilities
Long-term interest-bearing liabilities to third parties Long-term interest-bearing liabilities to group companies Long-term provisions
Total long-term liabilities
Total liabilities
Shareholders' equity Share capital
2.7/3.4/3.5
40 631 | 52 431 |
7 793 | 0 |
80 | 0 |
48 503 | 52 431 |
Reserves from capital contributions Loss brought forward
Profit for the period
Total equity
31.12.2020
TCHF
2 701 | 17 224 |
531 | 32 |
8 372 | 8 869 |
538 | 384 |
12 142 | 26 508 |
62 092 | 46 722 |
0 | 531 |
63 857 | 57 445 |
1 546 | 269 |
127 495 | 104 968 |
139 637
67 | 102 |
17 | 0 |
12 250 | 450 |
24 | 12 |
481 | 560 |
12 839 | 1 125 |
61 342
31 075 | 31 075 |
49 229 | 50 369 |
- 3 524 | - 3 660 |
1 515 | 136 |
78 295
31.12.2019
TCHF
131 476
53 556
77 920
Total liabilities and equity
The notes are an integral part of these interim financial statements.
139 637
131 476
Income Statement Edisun Power Europe Ltd.
Notes |
2020 | 2019 | ||
TCHF | TCHF | ||
Revenue from sales of services | 2.9 | 708 | |
166621 599 | |||
Other income | 3.1 | 261 | 624 |
Total revenues | 969 | 1 223 | |
Personnel expenses | - 822 | - 843 | |
Rental and maintenance expenses | 2.10/3.8 | -44 | -44 |
Administration expenses | - 371 | - 413 | |
Advertising expenses | - 10 | -6 | |
Other operating expenses | 0 | -7 | |
Earnings before interest, tax, depreciation and amortization (EBITDA) | - 279 | - 91 | |
Depreciation and amortization | - 74 | - 46 | |
Impairment reversal | 3.2 | 400 | 772 |
Earnings before interest and taxes (EBIT) | 47 | 635 | |
Financial income | 3.7 | ||
Financial expenses | 3.7 | ||
Earnings before taxes (EBT) | 1 554 | 268 | |
Taxes | - 39 | - 132 | |
Profit for the period | 1 515 | 136 | |
The notes are an integral part of these interim financial statements. |
3 862 | 2 132 |
- 2 356 | - 2 499 |
Notes to the Financial Statements Edisun Power Europe Ltd.
1 General Information
2.3 Financial assets
1.1 Legal form, registered office and capital
Edisun Power Europe Ltd., which is listed on the SIX Swiss Exchange in Zurich (Switzerland), is the holding company of the Edisun Power Group. The company was established on December 1, 2005 as a stock corporation and is domiciled in Zurich.
Financial assets mainly include loans to subsidiaries and are carried at their nominal value. Impairment charges are calculated for these assets on an individual basis.
2.4 Investments in subsidiaries and associates
The share capital of Edisun Power Europe Ltd. amounts to CHF 31074630.00 and consists of 1035821 regis-tered shares with a par value of CHF 30.00 each.
Investments in subsidiaries and associates are carried at cost less impairment charges. Impairment charges are calculated for these assets on an individual basis.
2 Key Accounting and Valuation Principles
2.5 Property, plant and equipment
2.1 Accounting principles applied in the preparation of the financial statements
These financial statements have been prepared in ac-cordance with the provisions of commercial accounting as set out in the Swiss Code of Obligations (Art. 957 to 963b CO, effective since 1 January 2013). Where not prescibed by law, the significant accounting and valua-tion principles applied are desribed below.
Edisun Power Europe Ltd. is presenting consolidated fi-nancial statements according to Swiss GAAP FER. As a result, these financial statements and notes do not in-clude additional disclosures, cash flow statement and management report.
2.2 Trade and other current receivables
Trade and other short-term receivables mainly include receivables from subsidiaries and are carried at their nominal value. Impairment charges are calculated for these assets on an individual basis.
Tangible fixed assets are valued at acquisition or manu-facturing costs less accumulated depreciation. The straight-line depreciation method is used for tangible fixed assets according to their expected useful life.
2.6 Accrued income and deferred expenses
Accrued income and deferred expenses mainly include accrued interest income on prepayments for PV projects, capitalized borrowing costs and capitalized software development costs. Capitalized costs are amortized us-ing the straight-line method over the contractual dura-tion of the financing (for capitalized borrowing costs) or over five years (for capitalized software development costs).
2.7 Interest-bearing liabilities
Interest-bearing liabilities are valued at their nominal value. Issuing costs of bonds are carried in accrued in-come and deferred expenses and are amortised using the straight-line method over the term of the bond.
3 Information Relating to Items on the
2.8 Foreign currency items
Balance Sheet and Profit and Loss Accounts
The currency in which Edisun Power Europe Ltd. oper-ates is CHF. Transactions in foreign currencies are con-verted into the curreny in which the company operates (CHF) at the exchange rate on the day the transaction takes place.
3.1 Other income
Other income includes revenues from support for the de-velopment of new PV projects by providing financing guarantees.
Monetary assets and liabilities in foreign currencies are converted into the currency in which the company oparates (CHF) at the exchange rate on the balance sheet date. Any profits or losses resulting from the ex-change are recorded in the income statement.
Euro exchange rate applied on balance sheet 31.12.2020:
CHF 1.0823 (31.12.2019: 1.0854)
2.9 Revenue recognition
Edisun Power Europe Ltd. records the gross invoice amount from the sale of services as revenues from sales of services. Edisun Power Europe Ltd. recognizes reve-nue when the amount of revenue can be reliably meas-ured and it is likely that future economic benefits will flow to the entity. The sale of services is invoiced twice a year at the end of each semester.
2.10 Leases
Leases in which a significant portion of the risks and re-wards of ownership are retained by the lessor are classi-fied as operating leases. Payments made under operat-ing leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
3.2 Intercompany loans and receivables
Other receivables from group companies (gross amount)
31.12.2020
TCHF
8 372
Impairment
Other receivables from group companies (net amount)
Loans to group companies (gross amount)
0
8 372
Impairment
73 439 - 11 347
Loans to group companies (net amount)
31.12.2019
TCHF
8 869
0
8 869
58 469 - 11 747
62 092
46 722
Loans to group companies include subordinated loans in the amount of CHF 38.1 million (2019: CHF 16.2 million).
3.3 Equity participations
Direct equity participations | 31.12.2020 | 31.12.2019 | |||
Capital | Share | Capital | Share | ||
Edisun Power Switzerland Ltd., Zurich | TCHF | 100.0 | 100 % | 100.0 | 100 % |
Edisun Power PLC, Sigmaringen | TEUR | 750.0 | 100 % | 750.0 | 100 % |
Edisun Power Iberia SA, Madrid | TEUR | 61.0 | 100 % | 61.0 | 100 % |
Edisun Power France SAS, Lyon | TEUR | 2 800.0 | 100 % | 2 800.0 | 100 % |
Edisun Power Italia SRL, Andriano | TEUR | 10.0 | 100 % | 10.0 | 100 % |
Smartenergy 1705 Lda., Lisbon | TEUR | 0.1 | 100 % | 0.1 | 100 % |
Smartenergy 1706 SA, Lisbon | TEUR | 50.1 | 100 % | 50.1 | 100 % |
Smartenergy 1810 Lda., Lisbon | TEUR | 0.1 | 100 % | 0.1 | 100 % |
Smartenergy 1813 Lda., Lisbon | TEUR | 0.1 | 100 % | 0.1 | 100 % |
Smartenergy 1814 Lda., Lisbon | TEUR | 0.1 | 100 % | 0.1 | 100 % |
Indirect equity participations | 31.12.2020 | 31.12.2019 | |||
Capital | Share | Capital | Share | ||
Edisun Power Beteiligungs-UG, Sigmaringen | TEUR | 1.0 | 100% | 1.0 | 100 % |
PV Hörselgau UG & Co. KG, Sigmaringen | TEUR | 16.0 | 100% | 16.0 | 100 % |
PV Leipzig Alter Flughafen UG & Co. KG, Sigmaringen | TEUR | 400.0 | 100% | 400.0 | 100 % |
Edisun Power Iberia Beta SA, Madrid | TEUR | 61.0 | 100% | 61.0 | 100 % |
Edisun Power Iberia Gamma SA, Madrid | TEUR | 61.0 | 100% | 61.0 | 100 % |
Edisun Power Iberia Delta SA, Madrid | TEUR | 61.0 | 100% | 61.0 | 100 % |
Edisun Power Iberia Epsilon SA, Madrid | TEUR | 61.0 | 100% | 61.0 | 100 % |
Salinas Energia Solar SL, Madrid | TEUR | 20.0 | 100% | 20.0 | 100 % |
Cortadeta Fotovoltaica SL, Madrid | TEUR | 3.1 | 100% | 3.1 | 100 % |
Sol de Tilla SL, Madrid | TEUR | 3.1 | 100% | 3.1 | 100 % |
Digrun Grun SL, Madrid | TEUR | 1 490.8 | 100% | 1 490.8 | 100 % |
Tenpro Renovables SL, Madrid | TEUR | 3.1 | 100% | 3.1 | 100 % |
Renovables del Condado SL, Madrid | TEUR | 750.0 | 100% | 750.0 | 100 % |
Smartenergy Sol20120014 SL, Madrid | TEUR | 3.0 | 100% | 3.0 | 100 % |
Smartenergy Sol20120016 SL, Madrid | TEUR | 3.0 | 100% | 3.0 | 100 % |
Sainte Maxime Solaire SAS, Lyon | TEUR | 50.0 | 100% | 50.0 | 100 % |
CTG Baal SRL, Andriano | TEUR | 30.0 | 100% | 30.0 | 100 % |
HCMI - SGPS SA, Lisbon | TEUR | 50.0 | 100% | 50.0 | 100 % |
Central Fotovoltaica da Mina Lda., Lisbon | TEUR | 1.0 | 100% | 1.0 | 100 % |
Ignichoice Renewable Energy SA, Lisbon | TEUR | 1 000.0 | 100% | 51.0 | 100 % |
3.4 Interest bearing liabilities
31.12.2020
TCHF
31.12.2019
TCHFLoans from shareholders 2.00 % Bond 2016 - 2021
0 12 250
Total short-term interest bearing liabilities
450 0
12 250
450
2.25 % Bond 2015 - 2023
2.00 % Bond 2016 - 2021
2.00 % Bond 2017 - 2022
3 980
0
13 315
2.00 % Bond 2019 - 2024 Loans from shareholders
22 615
721
Total long-term interest bearing liabilities
3 980
12 250
13 315
22 615
271
40 631
52 431
3.5 Collateral for third-party liabilities
3.7 Financial income and expenses
Neither in 2020 nor in 2019 any receivables from energy deliveries from the sale of solar power to local electricity companies of the subsidiaries of Edisun Power Europe Ltd. have been pledged to secure third-party loans or straight bonds.
However, Edisun Power Europe Ltd. has provided a guar-antee of TCHF 3 845 (2019: TCHF 4 377) to secure bank financing for Edisun Power France SAS.
The following table provides details on financial income and expenses:
Interest income on intercompany loans Foreign exchange gains
Other financial income
Financial income
2020
TCHF 1 458 917
2019
TCHF 1 596 162
1 487
375
3 862
2 132
3.6 Trade and other payables
The following table provides details on trade payables and other payables:
Trade payables to third parties Trade payables to group companies Payables to shareholders
Social security and other taxes
Total
31.12.2020
TCHF
31.12.2019
TCHF
35
17
32
24
108
The following table provides details on accrued costs:
Interest on borrowings | 242 | 253 |
Tax provision | 106 | 104 |
Other accrued costs | 132 | 203 |
Total | 481 | 560 |
Interest on straight bonds Interest on loans
Interest on intercompany loans Foreign exchange losses Other financial expenses
Financial expenses
- 1 053
- 752
- 18 - 76
- 40 0
- 1 192 - 16
- 1 673 - 35
- 2 356
- 2 499
86
0
16
12
115
3.8 Leasing commitments
The Group's fixed operating leasing commitments that cannot be cancelled within 12 months and which are not recognized in the balance sheet are due as follows (not discounted):
31.12.2020
TCHFLess than 1 year Between 1 and 5 years Over 5 years
Total
56
31.12.2019
TCHF
56
158
214
0
0
214
270
The figures in the preceding table exclusively include the rental contract for the business premises of the Company.
4 Other Information not Visible in the Balance
Sheet or Income Statement
4.1 Significant shareholders
4.2 Shares held by management and administrative bodies
Board of Directors
Nef Hans 1) Fulvio Micheletti Rainer Isenrich Reto Klotz Total
1) Hans Nef died end of November, 2019.
Management Board
Rainer Isenrich, CEO Reto Simmen, CFO Total
31.12.2020
202 083 3 526
4 000
4 225
213 834
31.12.2020
4 000
850
4 850
31.12.2019
211 694 3 526
4 000
4 195
223 415
31.12.2019
4 000
850
4 850
31.12.2020 in %
31.12.2019 in %
All management transactions can be accessed on the SIX website:www.ser-ag.com/en/resources/notifications-market-participants/management-transactions.html
Smartenergy Invest AG Community of heirs of Nef Hans 1) Eberhard Martin
Mirabaud Equities
27.7 %
27.7 %
19.5 % 9.3 % 4.8 %
20.4 % 9.2 % 4.8 %
4.3 Full-time equivalents
The annual average number of full-time equivalents for both 2020 and 2019 did not exceed 10.
1)
Hans Nef died end of November, 2019. He was member of the Board of Directors of Edisun Power Europe Ltd.
4.4 Subsequent events
There are no relevant events after the balance sheet date which would have a significant impact on the 2020 financial statements.
Appropriation of Available Earnings
Proposal for the appropriation of reserves from capital contribution
Capital contribution reserves before proposed distribution
Proposed distribution of capital contribution reserves (2020: CHF 1.10 per share; 2019: CHF 1.10 per share)
Capital contribution reserves after proposed distribution
The Board of Directors proposes to the annual general meeting of shareholders a cash distribution of CHF 1.10 per registered share payable out of capital contribution reserves.
2020 49 229 367.96 - 1 139 403.10 48 089 964.86
2019 50 368 771.06 - 1 139 403.10 49 229 367.96
Phone +41 44 444 35 55 Fax +41 44 444 35 35www.bdo.ch
BDO Ltd Schiffbaustrasse 2 8031 Zurich
STATUTORY AUDITOR'S REPORT
To the General Meeting of Edisun Power Europe Ltd., Zurich
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Edisun Power Europe Ltd. (the Company), which comprise the balance sheet as at 31 December 2020 and income statement and notes for the year then ended, including a summary of significant accounting policies.
In our opinion the financial statements (pages 54-61) as at and for the year ended 31 De-cember 2020 comply with Swiss law and the company's articles of incorporation.
Basis for Opinion
We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Our re- sponsibilities under those provisions and standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession and we have fulfilled our other ethical responsi-bilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to pro-vide a basis for our opinion.
Report on Key Audit Matters based on the circular 1/2015 of the Federal Audit Oversight Authority
Key Audit Matters are those matters that, in our professional judgment, were of most sig-nificance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
BDO Ltd, a limited company under Swiss law, incorporated in Zurich, forms part of the international BDO Network of independent member firms.
Valuation of investments in subsidiaries, loans and other current receivables to group companies
The investments in subsidiaries, loans and other current receivables to group companies amount to CHF 134.3 million (96.2% of assets) as of December 31, 2020.
We consider the valuation of invest-ments, loans and other current receiva-bles to group companies as a particularly significant area due to the size of the carrying value and judgement involved in assessing the recoverability of these as-sets.
Management assessed the recoverability of investments in subsidiaries, loans and other current receivables to group companies and shared the results with us. We critically evaluated and challenged the assumptions made by management. As a basis for the val-uation the earnings of individual solar power plants were used. Management had followed a clearly documented process for drawing up future cash flow forecasts, which was sub-ject to timely oversight and challenge by the Board of Directors.
Investments, loans and other current re-ceivables to group companies are not subject to scheduled depreciation, but impairments for possible value adjust-ments.
We compared the current year actual results with the figures included in the prior year forecasts to consider whether any forecasts included assumptions that, with hindsight, had been optimistic.
The valuation methods imply considera-ble judgment with respect to assump-tions about the future results of the busi-ness and the discount rates applied to future cash flow forecasts.
We challenged management's assumptions on the revenue, by comparing them to eco-nomic and industry forecasts and the dis-count rate, by assessing the cost of capital for comparable organisations, as well as considering territory specific factors.
Responsibility of the Board of Directors for the Financial Statements
The Board of Directors is responsible for the preparation of the financial statements in ac-cordance with the provisions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters re- lated to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realis-tic alternative but to do so.
Key Audit Matter | How our audit addressed the Key Audit Matter |
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to is- sue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and Swiss Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is lo-cated at the website of EXPERTsuisse:http://expertsuisse.ch/en/audit-report-for-public-companies. This description forms part of our auditor's report.
Report on Other Legal and Regulatory Requirements
In accordance with article 728a para. 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the prepara-tion of financial statements according to the instructions of the Board of Directors.
We further confirm that the proposed appropriation of available earnings complies with Swiss law and the Company's articles of incorporation. We recommend that the financial statements submitted to you be approved.
Zurich, 25 March 2021
BDO Ltd
Christoph Tschumi
Guido Schwengeler
Auditor in Charge Licensed Audit Expert
Licensed Audit Expert
Notes
Notes
Notes
The Corporate Governance Report as well as the Financial Statements can be downloaded at:www.edisunpower.com
Contact and Address: Edisun Power Europe Ltd., Universitätstrasse 51, 8006 Zurich, Switzerland, Phone +41 44 266 61 20, Fax +41 44 266 61 22,info@edisunpower.com, www.edisunpower.com Publisher: Edisun Power Europe Ltd.
Layout & Design: Crafft AG
Edisun Power Europe Ltd.
Universitätstrasse 51 8006 Zurich, Switzerland
Telephone +41 44 266 61 20 Fax +41 44 266 61 22info@edisunpower.comwww.edisunpower.com
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Edisun Power Europe AG published this content on 23 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2021 09:44:14 UTC.