Annual Report 2011

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, 2011, 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 7.4 billion. On March 1, 2012, this market capitalisation amounted to approximately CHF 9.3 billion.

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

Since January 1, 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 geographies consist of France, North America, UK & Ireland, Japan, Germany & Austria, Benelux, Italy, Nordics, Iberia, Australia & New Zealand, Switzerland, and Emerging Markets. The business lines consist of Office, Industrial, Information Technology, Engineering & Technical, Finance & Legal, Medical & Science, and 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.

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

As of January 1, 2012, the Company’s Executive Committee was composed as follows:

  • Patrick De Maeseneire, Chief Executive Officer;
  • Dominik de Daniel, Chief Financial Officer and Head of Global Solutions;
  • Alain Dehaze, Regional Head of France;
  • 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;
  • Martín Alonso, Regional Head of Northern Europe;
  • Federico Vione, Regional Head of Italy, Eastern Europe & India;
  • 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 126 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, 2011, the total number of shareholders directly registered with Adecco S.A. was 18,716. 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 Internet:
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 [2]

 

 

 

Artisan

11.03.2011

4.96% equity [2]

 

07.03.2011

5.01% equity

 

23.02.2011

4.99% equity

 

23.02.2011

5.01% equity

 

 

 

Group BlackRock Inc.

19.05.2011

Falling below threshold of 3%

 

 

 

Franklin Resources Inc.

10.02.2011

4.97% equity [2]

 

27.01.2011

5.37% equity

 

 

 

Harris Associates L.P.

13.05.2011

5.10% equity [2]

 

 

 

Jacobs Group

30.08.2011

18.97% purchase positions of which 18.74% equity [2]

 

29.04.2011

18.33% equity

 

 

 

Och Ziff Group

20.12.2010

3.04% purchase positions

 

 

 

Sonata Securities S.A.

13.01.2011

Falling below threshold of 3%

[1]For information on treasury shares held by Adecco S.A. as of December 31, 2011, refer to Note 3 to Adecco S.A. (Holding Company) financial statements.

[2]For the shareholding in 2011 refer to Note 5 to Adecco S.A. (Holding Company) financial statements.

As of December 31, 2011, 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. 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, 3313, 50 or 6623% 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, 2011, there were no cross-shareholdings exceeding 5% of a party’s share capital.