Corporate governance
Corporate governance forms an important element of Flughafen Zürich AG’s corporate policy. It is based on transparency and clearly defined responsibilities. The company meets the guidelines of SIX Swiss Exchange and those of the Swiss Code of Obligations and observes the Swiss Code of Best Practice for Corporate Governance recommendations issued by economiesuisse.
Group and capital structures
Group structure
Flughafen Zürich AG is a semi-public joint-stock company under Swiss law, based in Kloten in the Canton of Zurich. For details concerning the group operational structure, please see the section on segment reporting. Apart from Flughafen Zürich AG, which is listed on SIX Swiss Exchange (securities no. 31941693, ISIN CH0319416936, market capitalisation of CHF 4.4 billion as at 31 December 2022), the consolidated group does not comprise any other listed companies. However, it does include the following unlisted companies:
Company |
|
Domicile |
|
Share capital |
|
Stake held in % |
Flughafen Zürich AG |
|
Kloten |
|
CHF 307,018,750 |
|
Parent company |
Airport Ground Services AG |
|
Kloten |
|
CHF 100,000 |
|
100.0 |
Zurich Airport International AG |
|
Kloten |
|
CHF 100,000 |
|
100.0 |
Zurich Airport International Asia Sdn. Bhd. |
|
Kuala Lumpur |
|
MYR 1.0 million |
|
100.0 |
Yamuna International Airport Private Ltd. |
|
New Delhi |
|
INR 15,269 million |
|
100.0 |
Concessionária do Aeroporto Internacional de Florianópolis S.A. |
|
Florianópolis |
|
BRL 304 million |
|
100.0 |
Zurich Airport Latin America Ltda. |
|
Rio de Janeiro |
|
BRL 581 million |
|
100.0 |
Aeroportos do Sudeste do Brasil S.A. |
|
Vitória |
|
BRL 571 million |
|
100.0 |
A-port S.A. |
|
Santiago de Chile |
|
CLP 16,139 million |
|
100.0 |
Sociedad Concesionaria Aeropuerto de Antofagasta S.A. |
|
Santiago de Chile |
|
CLP 3,600 million |
|
100.0 |
Sociedad Concesionaria Aeropuerto de Iquique S.A. |
|
Santiago de Chile |
|
CLP 600 million |
|
100.0 |
Sociedad Concesionaria Aeropuerto Diego Aracena S.A. |
|
Santiago de Chile |
|
CLP 10,700 million |
|
100.0 |
A-port Operaciones S.A. |
|
Santiago de Chile |
|
CLP 1,352 million |
|
99.0 |
A-port Operaciones Colombia S.A. |
|
Bogotá |
|
COP 100 million |
|
99.0 |
Unique IDC S.A. de C.V. |
|
Tegucigalpa |
|
HNL 0.2 million |
|
99.0 |
Unless otherwise stated, data included in sustainability and non-financial reporting likewise refer to the consolidated data of the company including any majority-owned subsidiaries.
Capital structure
The group’s ordinary share capital amounts to CHF 307,018,750, which is divided into 30,701,875 fully paid-up registered shares with a nominal value of CHF 10.00 each. All shares have the same dividend entitlements and voting rights (as long as they have been entered in the Share Register accordingly). No approved or conditional capital, no participation or dividend-right certificates and no outstanding convertible bonds or options existed as at the balance sheet date.
For information concerning the distribution of shares to employees (no options are distributed), please refer to the Financial report, Consolidated financial statements according to IFRS, Notes to the consolidated financial statements, note 3, Personnel expenses.
The changes in share capital, reserves and available earnings (financial statements according to the provisions of the Swiss Code of Obligations) during the past three years are shown below:
(CHF million) |
|
31.12.2020 |
|
31.12.2021 |
|
31.12.2022 |
Share capital |
|
307.0 |
|
307.0 |
|
307.0 |
Legal capital reserves |
|
|
|
|
|
|
Capital contribution reserves |
|
117.0 |
|
117.0 |
|
117.0 |
Legal retained earnings |
|
|
|
|
|
|
General legal retained earnings |
|
42.4 |
|
42.4 |
|
42.4 |
Voluntary retained earnings |
|
109.6 |
|
109.7 |
|
109.7 |
Available earnings |
|
|
|
|
|
|
Profit brought forward |
|
1,817.1 |
|
1,689.4 |
|
1,699.0 |
Earnings for the year |
|
–127.8 |
|
9.6 |
|
194.9 |
Treasury shares |
|
–0.5 |
|
–0.1 |
|
–0.1 |
Total equity |
|
2,264.9 |
|
2,275.0 |
|
2,469.9 |