1.1 Group structure
1.1.1 Operational Group structure
Swisscom Ltd is the holding company responsible for overall management of the Swisscom Group. It comprises six Group divisions: Group Business Steering, Group Strategy & Innovation (from 2014 Group Strategy & Board Services), Group Communications & Responsibility, Group Human Resources, Group Security and Group Participation Management (until end of 2013). Strategic and financial management of the autonomous Group companies, which are divided into three categories (strategic, important and other), is assured through the assignment of powers and responsibilities by the Board of Directors of Swisscom Ltd. Seats on the Board of Directors of the “strategic” company Fastweb S.p.A. are held by the CEO Swisscom Ltd as Chairman (this position was held ad interim by the Chief Financial Officer (CFO) from August to 17 December 2013), together with the CFO and other representatives of Swisscom. Seats on the Board of Directors of the “strategic” company Swisscom IT Services Ltd are held by the CEO Swisscom Ltd as Chairman (this position was held ad interim by the Head of Group Related Businesses from August to December 2013), together with the CFO and other representatives of Swisscom. In addition, the Boards of Directors of these two strategic companies are supplemented by external members. Swisscom is represented on the Board of Directors of the “strategic” company Swisscom (Switzerland) Ltd by the CEO Swisscom Ltd as Chairman (this position was held ad interim by the CFO from August to December 2013), together with other members of the Group Executive Board with the exception of the head of Swisscom (Switzerland) Ltd. In the case of the “important” Group companies, the responsibilities of the Chairman of the Board are fulfilled by the CEO of a “strategic” Group company, the head of a Group division or another person appointed by the CEO. Other representatives of Swisscom are also members of the Board of Directors.
The Group structure is shown in the Management Commentary in the section on Group structure and organisation. A list of Group companies, including company name, registered office, percentage of shares held and share capital, is given in Note 41 to the consolidated financial statements.
For the purposes of segment reporting in the consolidated financial statements, reporting is divided into the segments “Residential Customers”, “Small and Medium-Sized Enterprises”, “Corporate Business”, “Wholesale” and “Network & IT”, which are grouped together as “Swisscom Switzerland”, as well as “Fastweb” and “Other Operating Segments”, notably Swisscom IT Services, Group Related Businesses (formerly Swisscom Participations) and Swisscom Hospitality Services. “Group Headquarters”, which includes inter alia the Group divisions Worklink AG and Swisscom Re Ltd, are reported separately.
Changes as of 2014
Swisscom streamlined its Group structure as of 1 January 2014. As of this date, the activities of Swisscom IT Services Ltd are to be integrated into the operations of Swisscom (Switzerland) Ltd. Pending its legal integration, Swisscom IT Services Ltd is no longer being managed as a strategic Group company. From 2014 onwards the operations of Swisscom (Switzerland) Ltd are to be managed by the Group Executive Board, which is now composed of the CEO, the heads of the Group divisions Group Business Steering and Group Human Resources and the heads of the divisions Residential Customers, Small and Medium-Sized Enterprises, Enterprise Customers and IT, Network & Innovation. As of 1 January 2014 the Board of Directors of Swisscom (Switzerland) Ltd comprise the CEO, the CFO and the Head of the IT, Network & Innovation division.
1.1.2 Listed company
Swisscom Ltd, a company governed by Swiss law and headquartered in Ittigen (canton of Berne, Switzerland), is listed in the Main Standard of the SIX Swiss Exchange (Securities No. 874251; ISIN Code: CH0008742519; Ticker Symbol: SCMN). Trading in the United States is conducted over-the-counter (OTC) as a Level 1 programme (Symbol: SCMWY; ISIN No.: CH008742519; CUSIP for ADR: 871013108). At 31 December 2013, the Swisscom Ltd had a stock market capitalisation of CHF 24,394 million.
1.2 Disclosure notifications of significant shareholders
Information on significant shareholders must be made available if any disclosure notifications pursuant to Article 20 of the Federal Act on Stock Exchanges and Securities Trading are made during the financial year. There is a duty to disclose shareholdings where a person or group subject to the disclosure obligation reaches, exceeds or falls below 3, 5, 10, 15, 20, 25, 331/3, 50 or 662/3 per cent of the voting rights of Swisscom Ltd.
There were no disclosure notifications in the year under review. Information on significant shareholders can be found in Note 8 to the financial statements of Swisscom Ltd.
No cross-shareholdings exist between Swisscom Ltd and other public limited companies.