Overview of the Schaeffler Group
The Schaeffler Group (also referred to as “Schaeffler” below) is a globally leading, integrated automotive and industrial supplier. High quality, outstanding technology, and exceptionally innovative spirit form the basis for the continued success of the company. With more than 92,000 employees, the Schaeffler Group is one of the leading global technology companies. The Schaeffler Group identifies key trends early on, invests in researching and developing new forward-looking products, and sets new standards in technology. In doing so, it focuses on its key opportunities for the future – E-Mobility, Industry 4.0, and Digitalization. Extensive systems know-how enables the Schaeffler Group to offer comprehensive solutions that are tailored to customer and market requirements. By delivering cutting-edge products for the automotive and industrial sector, the Schaeffler Group is shaping “Mobility for tomorrow” to a significant degree. These include products both for vehicles with only an internal combustion engine and for hybrid and electric vehicles, as well as components and systems for rotary and linear movements, and services, maintenance products, and monitoring systems for a large number of industrial applications. Additionally, the global business with spare parts provides repair solutions in original-equipment quality for the automotive spare parts market.
Under its strategy “Mobility for tomorrow”, the Schaeffler Group concentrates on 4 focus areas: eco-friendly drives, urban mobility, interurban mobility, and energy chain. These 4 focus areas are based on four megatrends that will influence the business of the Schaeffler Group in the future: climate change, urbanization, globalization, and digitalization. The 8 strategic pillars developed based on these focus areas define the scope for action under the strategy “Mobility for tomorrow” and constitute the basis for the continuous further development of the Schaeffler Group. The program for the future, the “Agenda 4 plus One”, was developed to ensure implementation of the strategy. Two of the 20 strategic initiatives comprising this program for the future will be successfully completed in early 2019.
Schaeffler AG’s common non-voting shares are listed on the Frankfurt Stock Exchange and are included in Deutsche Börse’s MDAX index. The company’s main shareholder is IHO Holding, a group of holding companies owned indirectly by the Schaeffler family that holds all of Schaeffler AG’s common shares. The free float amounts to approximately 24.9% of Schaeffler AG’s total common and common non-voting share capital. Schaeffler AG intends to pay a dividend of 30 to 40% of consolidated net income before special items to its shareholders.
The Schaeffler Group is characterized by a three-dimensional organizational and leadership structure which differentiates between divisions, functions, and regions. Thus, the Schaeffler Group’s business is managed based on the three divisions – Automotive OEM, Automotive Aftermarket, and Industrial – which also represent the reportable segments. The Automotive OEM division organizes its business in the Engine Systems, Transmission Systems, E-Mobility, and Chassis Systems business divisions. The Automotive Aftermarket and Industrial divisions are managed based on the regions Europe, Americas, Greater China, and Asia/Pacific.
In addition to the divisions, the Schaeffler Group’s organizational model includes five functional areas: (1) CEO Functions, (2) Technology, (3) Operations, Supply Chain Management & Purchasing, (4) Finance, and (5) Human Resources. Distribution is embedded directly in each of the divisions. The third dimension are the group’s four regions Europe, Americas, Greater China, and Asia/Pacific.
The Schaeffler Group is managed by the Board of Managing Directors of Schaeffler AG. Along with the Chairman of the Board of Managing Directors (Chief Executive Officer - CEO), the Board of Managing Directors comprises the CEOs of the Automotive OEM (CEO Automotive OEM), Automotive Aftermarket (CEO Automotive Aftermarket), and Industrial (CEO Industrial) divisions and the Managing Directors responsible for the Schaeffler Group’s functions (Chief Technology Officer, Chief Operating Officer, Chief Financial Officer, and Chief Human Resources Officer).
The Board of Managing Directors is directly responsible for managing the company, setting objectives and strategic direction, and managing the implementation of the growth strategy taking into account the interests of shareholders, employees and other stakeholders of the company in order to add long-term value. The CEO coordinates the management of the company and the Schaeffler Group. In addition to the divisions and the functions, the group’s matrix organization comprises the regions Europe, Americas, Greater China, and Asia/Pacific, each managed by a Regional CEO. The Regional CEOs report directly to the CEO. Together, the Board of Managing Directors and the Regional CEOs represent the Schaeffler Group’s Executive Board. In this manner, the Schaeffler Group’s organizational structure is reflected in its leadership structure.
The Supervisory Board of Schaeffler AG appoints, advises, and oversees the Board of Managing Directors and is involved in fundamental decisions. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board.
The Board of Managing Directors and the Supervisory Board comply with the recommendations of the German Corporate Governance Code in conducting their affairs and have issued the declaration of conformity pursuant to section 161 German Stock Corporations Act (“Aktiengesetz” – AktG) in December 2018. The corporate governance report including the corporate governance declaration in accordance with section 289f HGB and section 315d HGB including the declaration of conformity pursuant to section 161 AktG is publicly available from the company’s website.
Corporate governance report including the corporate governance declaration in accordance with section 289f HGB and 315d HGB including the declaration of conformity pursuant to section 161 AktG at: www.schaeffler.com/ir
Locations and changes in the scope of consolidation
The corporate head office of the Schaeffler Group is located in Herzogenaurach. In addition, the Schaeffler Group’s network of manufacturing locations, research and development facilities, and distribution companies consists of approximately 170 locations in over 50 countries. The production system is the cornerstone of the Schaeffler Group's operations. In 2018, the company decided to integrate its “Bearing & Components Technologies” (BCT) unit, which had previously acted as an internal supplier, into the Automotive OEM and Industrial divisions. Under this reorganization, the plants previously assigned to BCT were transferred to the Automotive OEM and Industrial divisions. As a result, the production system comprised 73 manufacturing locations in 22 countries as at December 31, 2018. Furthermore, the Schaeffler Group is actively helping to shape technological progress for “Mobility for tomorrow” with 20 R&D centers and additional R&D locations in a total of 24 countries. As a global development partner and supplier, the Schaeffler Group maintains stable long-term relationships with its customers and suppliers. In addition to Schaeffler AG, which acts as the group’s lead company, the Schaeffler Group included 152 (prior year: 151) domestic and foreign subsidiaries as at December 31, 2018. As at December 31, 2018, 104 (prior year: 103) of these subsidiaries are domiciled in the Europe region, 25 (prior year: 25) in the Americas region, 10 (prior year: 10) in the Greater China region, and 13 (prior year: 13) in the Asia/Pacific region.
In 2018, the Schaeffler Group signed a master agreement with Roland Arnold, Arnold Verwaltungs GmbH, and Paravan GmbH for the formation of a joint venture. The joint venture is named Schaeffler Paravan Technologie GmbH & Co. KG and has commenced operations on October 1, 2018. Schaeffler Technologies AG & Co. KG has a 90% stake in the new company which is included in the Schaeffler Group's consolidated statement of financial position under investments in equity-accounted investees. The Schaeffler Group's share of the net income of the joint venture is presented in the consolidated income statement under income from equity-accounted investees. The scope of consolidation underwent only minor changes overall during the year.
See the notes to the consolidated financial statements for further details
Legal group structure
Schaeffler AG is a publicly listed corporation domiciled in Germany. Schaeffler AG’s share capital consists of a total of 666 million shares. 500 million of these shares are unlisted common bearer shares and 166 million are common non-voting bearer shares. Each common share and each common non-voting share represents an interest in total share capital of EUR 1.00.
All 500 million of the common bearer shares are held by IHO Verwaltungs GmbH, which is part of IHO Holding. This represents an approximately 75.1% interest in Schaeffler AG. The 166 million common non-voting bearer shares in Schaeffler AG are widely held. The free float amounted to approximately 24.9% as at December 31, 2018. IHO Holding also holds approximately 46.0% of the shares in Continental AG.