Structure, shareholders, and capital

1. Structure and shareholders

1.1 Legal and management structure

Adecco S.A. is a stock corporation (société anonyme) organised under the laws of Switzerland with its registered office at Chéserex, Switzerland. The Company’s principal corporate office is the office of its management company, Adecco management & consulting S.A., at Sägereistrasse 10, Glattbrugg, Switzerland.

Adecco S.A. is listed on the SIX Swiss Exchange (symbol ADEN, security number 1213860; ISIN CH0012138605). As of December 31, 2010, the market capitalisation of Adecco S.A., based on the number of shares issued, including treasury shares and the closing price of shares on the SIX Swiss Exchange, amounted to approximately CHF 11.6 billion. On March 8, 2011, this market capitalisation amounted to approximately CHF 12.0 billion.

The Company is the world’s leading provider of human resource solutions including temporary staffing, permanent placement, outsourcing, outplacement, and consulting services.

In 2010, the Company was organised in a geographical structure complemented by business lines. The geographies consist of France, North America, UK & Ireland, Japan, Germany & Austria, Benelux, Italy, Iberia, Nordics, Australia & New Zealand, Switzerland, and Emerging Markets. The business lines consist of Office, Industrial, Information Technology, Engineering & Technical, Finance & Legal, Medical & Science, Sales, Marketing & Events, and Human Capital Solutions. The classification of a specific branch into a business line is determined by the business line generating the largest revenue share in that specific branch. Since January 2011, the Company is organised in a geographical structure plus the global business Lee Hecht Harrison (“LHH”). This structure is complemented by business lines.

The Company provides services to businesses and organisations located throughout Europe, North America, Asia Pacific, South America, and Africa.

As of January 1, 2011, the Company’s Executive Committee was composed as follows:

  • Patrick De Maeseneire, Chief Executive Officer;
  • Dominik de Daniel, Chief Financial Officer;
  • François Davy, Regional Head of France, Switzerland & India;
  • Theron I (Tig) Gilliam Jr., Regional Head of North America;
  • Peter Searle, Regional Head of UK & Ireland;
  • Andreas Dinges, Regional Head of Germany & Austria;
  • Mark Du Ree, Regional Head of Japan & Asia;
  • Alain Dehaze, Regional Head of Northern Europe;
  • Federico Vione, Regional Head of Italy & Eastern Europe;
  • Enrique Sanchez, Regional Head of Iberia & South America;
  • Sergio Picarelli, Chief Sales Officer;
  • Christian Vasino, Chief Human Resources Officer.

The Company comprises numerous legal entities around the world. The major consolidated subsidiaries are listed on page 176 of this Annual Report. No subsidiary has shares listed on a stock exchange; however, a wholly-owned subsidiary which is not consolidated has issued mandatory convertible bonds, as further described in section 2.7 “Convertible notes and options”.

1.2 Significant shareholders

As of December 31, 2010, the total number of shareholders directly registered with Adecco S.A. was 18,186. The major shareholders and their shareholdings were disclosed to the Company as listed in the following table. The table lists the significant shareholders highlighted in bold letters and their latest disclosures regarding their percentage of voting rights.

Please note that percentages of shareholdings refer to the date of disclosure unless indicated otherwise and may have changed in the meantime.

For further details pertaining to the below listed disclosures refer to http://www.six-swiss-exchange.com/
shares/companies/major_shareholders_de.html?fromDate=19980101&issuer=1432
and http://www.adecco.com/InvestorRelations/CorporateGovernance/Pages/DisclosureOfShareholding.aspx or http://ir.adecco.com.

 

Investor

Date of Adecco     
publication

Percentage of voting
rights as disclosed

 

 

 

Adecco S.A.

20.11.2009

8.86% purchase positions of which 8.02% equity, 14.75% sale positions [1]

 

 

 

Akila Finance S.A.

09.12.2005

5.44% equity [1]

 

 

 

Artisan

07.03.2011

5.01% equity [1]

 

23.02.2011

4.99% equity

 

23.02.2011

5.01% equity

 

29.07.2010

3.17% equity

 

 

 

AXA S.A.

26.02.2010

Falling below threshold of 3%

 

04.02.2010

4.87% equity

 

 

 

Group BlackRock Inc.

10.11.2010

3.05% purchase positions of which 3.01% equity positions

 

20.07.2010

Falling below threshold of 3%

 

 

 

Group Deutsche Bank AG

17.12.2010

Falling below threshold of 3%

 

05.11.2010

22.62% purchase positions of which 3.89% equity, 18.10% sale positions

 

13.09.2010

22.19% purchase positions of which 3.38% equity, 18.22% sale positions

 

31.08.2010

22.22% purchase positions of which 3.47% equity, 18.22% sale positions

 

20.04.2010

22.75% purchase positions of which 4.06% equity, 18.16% sale positions

 

14.04.2010

22.66% purchase positions of which 3.98% equity, 18.13% sale positions

 

31.03.2010

22.38% purchase positions of which 3.63% equity, 18.18% sale positions

 

29.03.2010

21.35% purchase positions of which 3.61% equity, 18.17% sale positions

 

 

 

FIL Limited (by accounts
managed by FIL)

12.04.2010

Falling below threshold of 3% [1]

 

 

 

Franklin Resources Inc.

10.02.2011

4.97% equity

 

27.01.2011

5.37% equity

 

05.11.2010

6.67% equity

 

 

 

Harris Associates L.P.

08.12.2010

4.92% equity

 

26.08.2010

5.12% equity

 

 

 

Jacobs Group

14.12.2010

18.60% purchase positions of which 18.58% equity [1]

 

07.12.2010

30.64% purchase positions of which 18.62% equity

 

03.12.2010

30.64% purchase positions of which 18.62% equity, 17.10% sale positions

 

09.06.2010

33.37% purchase positions of which 18.62% equity, 22.64% sale positions

 

16.03.2010

31.23% purchase positions of which 19.87% equity, 22.67% sale positions

 

 

 

Och Ziff Group

20.12.2010

3.04% purchase positions

 

 

 

Sonata Securities S.A.

13.01.2011

Falling below threshold of 3%

[1]For the shareholding as per December 31, 2010 refer to Note 5 to Adecco S.A. (Holding Company) financial statements.


As of December 31, 2010, Adecco S.A. is not aware of any person or legal entity, other than those stated above, that directly or indirectly owned 3% or more of voting rights in Adecco S.A., as defined by the Swiss disclosure requirements entered into force as of December 1, 2007. Adecco S.A. is not aware of shareholders’ agreements, other than those described in the above mentioned disclosures, between its shareholders pertaining to Adecco S.A. shares held.

According to Art. 20 of the Swiss Stock Exchange Act, any investor who directly, indirectly, or together with another person acquires, holds or disposes of voting rights in Adecco S.A., for his own account, and thereby attains, falls below, or exceeds the thresholds of 3, 5, 10, 15, 20, 25, 331⁄3, 50 or 662⁄3% of the voting rights, whether or not such rights may be exercised, must notify Adecco S.A. and the Disclosure Office of the SIX Swiss Exchange. Such notification must be made no later than four trading days after the obligation to disclose arises.

1.3 Cross-shareholdings

As of December 31, 2010, there were no cross-shareholdings exceeding 5% of a party’s share capital.