SGS 2022 Integrated Report en
SGS 2022 Integrated Report en
SGS 2022 Integrated Report en
Letter to stakeholders 8
CEO Q&A 10
Our company 12
Non-financial and financial results 14
Our TIC megatrends 16
Our business model 18
Our leadership team 22
Our corporate strategy 24
– a sustainability solutions framework 26
Our divisional strategy 28
– aligned to megatrends
Our investment strategy 30
– our platform for growth
Our investment strategy in action 32
Our investment strategy 34
– acquisitions and partnerships
Our focus on sustainability 36
Stakeholder engagement 40
Our material topics 42
Our risk intelligence 43
Our principal risks 46
Quantifying our value through six capitals 50
Financial capital 52
Financial capital by divisional 54
performance and outlook
Manufactured capital 58
Intellectual capital 62
Human capital 66
Social and relationship capital 72
Natural capital 76
Our contribution to the SDGs 80
SGS brings together global teams
Corporate governance 84
of highly qualified experts providing
Investor relations at SGS 101
specialized solutions across our
Remuneration report 102 industries. We enable a better, safer
and more interconnected world,
Financial statements 124
making business faster, simpler
Non-financial statements 190
and more efficient.
Our approach to sustainability reporting 191
Databank192
Our leading testing, inspection and
2022 GRI content index
Sustainable Accounting Standards
204
212
certification services add measurable
Board (SASB) framework alignment value to business and society.
Appendix215 They reduce risk, improve efficiency,
TCFD report 215 safety, quality, productivity and
Human rights report
Shareholder information
228
236 sustainability, accelerate speed
to market and create trust.
Our integrated reporting approach
The Integrated Reporting framework <IR> aims to create
transparency. For the first time we have integrated our
financial, operational and sustainability information into a single
fully integrated report – measuring, as we have for the last five
years, our financial and non-financial performance across the
six <IR> capitals. This report has been prepared in accordance
with the comprehensive option of the GRI Standards, the
Sustainability Accounting Standard for the Professional and
Commercial Services Industry (SASB), and it follows the
guidelines for the AA1000 AccountAbility Principles Standard.
This report also complies with the reporting requirements
set in articles 964a to 964c of the Swiss Code of Obligations.
www.sgs.com/en/integrated-report
Cover image: Randall Maduro, Netherlands
Management Corporate Remuneration Financial Non-financial Appendix
report governance report statements statements 1
We are passionate
about our purpose
César Denegri, Peru
We are SGS
Nicolas Kyndt,
Switzerland
We are
providing our
customers with
better energy
solutions.
The challenge
for our customers
There is a growing need to
accelerate the world’s energy
transition and to achieve net-
zero. This has become more
urgent for corporations and
governments, with high fuel
prices, inflationary pressures,
supply chain bottlenecks and
geopolitical tensions. They are
seeking urgent improvements
in every aspect of their energy
management: from producers
to end users.
40%
Expected carbon reduction
• We are working with customers
to reduce energy costs and
greenhouse gas emissions to help
them become more independent
per building portfolio from energy market disruption
7 500
assets inspected to be transitioned Watch our case study film at
to our new digital platform www.sgs.com/en/integrated-report
Jorge Bazo,
Peru
We are
at the forefront
of testing for
food safety.
The challenge
for our customers
Despite our strong food testing
footprint across the Group,
we were unable to offer a
comprehensive testing solution
throughout Central and South
America. Sending samples for
testing across borders was also
slow due to customs issues
and turnaround time challenges.
With the food market growing
across the continent, our
customers needed help to meet
local demand and food safety
requirements for exporting.
9
food laboratories across
food, locally and globally.
400+
attendees to our SGS Tour Agro Watch our case study film at
event in Peru and Colombia www.sgs.com/en/integrated-report
Kai-Fan Chang,
Netherlands
We are
helping
manufacturers
of IoT devices to
ensure product
security.
SGS | 2022 Integrated Report
Management Corporate Remuneration Financial Non-financial Appendix
report governance report statements statements 7
The challenge
for our customers
Many Internet of Things (loT)
device manufacturers have
products that are connected
to a network or interact with
other devices, but they may
not always be aware of all the
regulations, or the security they
need to build into their devices.
As a result, consumers may buy
IoT devices that are not secure,
risking their cyber safety and as
a result, potentially damaging
the manufacturer’s brand.
35+
years of experience in
security evaluations
55+
laboratory set ups Watch our case study film at
www.sgs.com/en/integrated-report
Letter to
stakeholders
Calvin Grieder
Chair of the Board
of Directors
Enabling a better,
We have set very ambitious targets and
to meet them we must concentrate on
what is at the heart of our business – our
people. Better performance is not just about
interconnected
emphasizes safety, efficiency and excellence.
Underpinning this is a philosophy of training
that prioritizes personal development to
deliver expertise across the network.
world
At the same time, we understand we do
not exist in isolation and so we are finding
new ways to help the most vulnerable
groups in our society. For example, SGS
Academy provided pro bono training to
over 400 people in Ghana, Pakistan, India,
Together we are Dear stakeholders,
Bangladesh and Turkey in 2022. This is
the kind of concrete support we provide to
building a thriving and Imagine a world without access to the
resources of today. How would this affect
the communities in which we operate and
which we aim to accelerate.
sustainable business. the way you live and work? Ensuring a safe
flow of goods is at the core of us all at SGS, I am proud to say that SGS is the first
every day. company in the TIC sector to have its
1.5º C and net-zero targets approved by
These are challenging times. Pandemics,
the Science-Based Target Initiative and
global supply chain decoupling, inflation
we are now committed to reach net-zero
and social disconnection have all become
greenhouse gas emissions across the value
part of the new normal but there is one
chain by 2050. To meet this goal and protect
challenge that, if left unchecked, will be
the planet every person must play their part.
catastrophic for everyone – our impact on
the environment and the climate crisis. I tried to work on understanding what
these targets mean to me and to put our
SGS is fully engaged in finding solutions to
company-wide actions into this context. It is
these problems, answering the challenges
difficult to work on an abstract CO2 emission
of the modern world while enhancing
number and set it in proportion to what we
sustainability and building prosperity. To be
do every day. If we consider that a single
truly successful, the changes we need to
round trip flight from Geneva to New York
make must impact every aspect of our daily
already accounts for 20% of the average CO2
lives, both at home and work. All across
emissions1 of a single person per year, we
the network, we are making decisive
have a good understanding of the magnitude
improvements by focusing on people,
of steps a company of our size must do
planet and performance.
to reduce its impact.
We are
helping our customers
Another example we can all relate to is
our daily meals. Think about how much
we could reduce by consuming local
CEO Q&A
Frankie Ng
CEO
Bringing our
purpose to life
Our strong spirit Markets saw some recovery
in 2022 but the current
In my opinion, our greatest achievement is
our spirit of solidarity. This has had a positive
of solidarity is trading environment remains
challenging. How has SGS
impact throughout the network over the last
year, sometimes in extreme circumstances.
helping us support fared, and can you highlight
a few achievements?
For example, when we asked how we
could help displaced colleagues at the
our customers I’d like to start by expressing my gratitude
start of the war in Ukraine, we received an
overwhelming amount of support with our
to over 97 000 colleagues around the globe
and communities. who have contributed so much to the
people going to the border to transport our
colleagues and families to safe hotels to get
success of SGS in 2022. This is a journey food and rest. This support and kindness
we are on together and it is testament to gave our colleagues a chance to recuperate
your capabilities and fortitude that we have and consider the next stage of their journey.
achieved so much during the last 12 months.
We’ve seen similar things in Shanghai,
At the beginning of 2022 it looked like China, where what was predicted to be
we were nearing the end of the pandemic a short Covid lockdown ended up lasting
and then, almost immediately, the war two months. During this time we had
in Ukraine began. There have also been colleagues confined to their homes and
macro-economic factors that have impacted stuck at laboratories, but together we
all companies, like inflation and labor issues found ways to keep them supplied with
and some more specific to the TIC industry. food and other essentials.
I would say we’ve responded well, with
strong results in 2022 and we continue to In challenging times, this spirit of solidarity
challenge ourselves to make sure we meet brings us together and makes us stronger.
and exceed the goals we have set for 2023.
Turning to SGS’s three main Other new ways to optimize our network The business climate is likely
strategic objectives for 2023 include the implementation of World to remain challenging in the
– investment to consolidate Class Services, with 26 laboratories now foreseeable future. How is
growth, becoming the largest employing World Class Management, and SGS positioned to respond?
digital company in the TIC we continue to gain efficiencies through
sector, and increasing revenue improved back-office systems such We are seeing multiple macro-economic
from sustainability solutions – as enterprise resource planning (ERP), challenges at the moment, such as high
what progress have you seen? customer relationship management (CRM), inflation and geopolitical disruption.
shared service centers and IT outsourcing. These cycles seem to be becoming more
Looking at the five divisions, a primary Finally, sustainability. With a clear vision, frequent and stronger, however, we remain
strategic objective was consolidation new targets and a framework for looking confident that we can continue to adapt
through investment to secure our leadership at sustainability in external services, we and be agile in our responses.
position. I am proud to say that this has been are confident of reaching our goal of 50% SGS is a resilient company, with highly
achieved in Natural Resources, Connectivity of revenue from sustainability solutions. diversified end-markets both industrially and
& Products and Knowledge, and we will We are also finding new ways to support geographically. Our focus is on maintaining
continue to reinforce these areas through our customers on their sustainability organic development in the areas where
the expansion of our technical consultancy journeys, regardless of their industry we are already strong. We are continuing to
network. We are also on target to complete sector or maturity. Together, we are even make acquisitions to exploit potential growth
more than CHF 1 billion of revenue (constant introducing new solutions which reduce areas, such as expansions in our footprint,
currency) in the Health & Nutrition sector and the impact of industries which traditionally skill set and technical capacities, adding
become the market leader in Environment have a bigger environmental impact. competences and accreditations. Finally,
for our Industries & Environment division. we are investing in innovative processes
Working in this innovative, forward-thinking
In terms of operational performance, way, we are discovering solutions that and solutions to optimize our systems
we have achieved mid- to high-single digit benefit our customers, our business and customer offering.
organic growth over the last two years and and our planet. Operating in this way, we have built a
continue to acquire expertise in key sectors resilient and sustainable structure that can
such as cybersecurity, cosmetics, biopharma weather all macro-economic challenges
and analytical services to expand our reach SGS has announced ambitious
targets with its Sustainability in the long term.
and capabilities.
Ambitions 2030. Where do we
Looking at becoming the most digital stand today with these targets? How else do you
company in the TIC sector, we are making see SGS guaranteeing
solid progress building our ‘platform for That is a long list but, based on what a thriving future?
growth’ through our Level Up initiatives we’ve seen so far, I would say we are on
being driven by our Chief Financial Officer target to meet both our 2023 and 2030 I started this Q&A by expressing my
and Chief Information Officer. We have targets, whether they are for safety, carbon gratitude to everyone in the SGS network
successfully implemented our digital emissions or diversity and inclusion. for their hard work and resilience. In my
labs strategy in our Natural Resources travels to meet with affiliates, what I see
However, it’s not all about hitting targets
laboratories by harmonizing our Laboratory again and again is our people working with
and what is more interesting to me is
Information Management Systems (LIMS) passion, looking for innovative solutions that
the evolution I see in SGS’s culture of
which standardizes workflows, improves support our customers and communities,
sustainability. Through investment in new
efficiencies and reduces turnaround times finding better ways to bring SGS’s purpose
schemes and concepts and effective
for our customers. As part of our digital to life. This is what is important to me and
communication with colleagues, we are
evolution, this progress will continue to be again it takes me back to SGS’s strong spirit
changing this culture both at home and in
made across the rest of the network over of solidarity.
the office. Improvements can be difficult
the next two years.
to quantify, but it is vital if we are to meet
our 2023-2030 Sustainability Ambitions
and I am pleased to say we are making
good progress.
Americas
20.5%
of total SGS revenue
North America
Latin America
1 2 3
Connectivity & Products Health & Nutrition Industries & Environment
We are the experts who support brands, We assure quality, safety, sustainability and We enable safer, greener and smarter
manufacturers, retailers and governments security in the health, wellness and nutrition infrastructure, transportation and industries
across the supply chain with the performance, industries, helping our customers to meet through our innovative solutions, which is
safety, security and quality of their products stringent standards throughout their supply important as organizations transition towards
and services. We help make products better chain and, ultimately, improving the quality cleaner and sustainable energy solutions to
and safer for an increasingly connected world. of life in society. meet their environmental responsibilities.
Revenue by division
Total
1 311 MIO
35.2%
& Nutrition
44.3%
Industries &
Environment
of total SGS revenue
4 5 Natural
Natural Resources Knowledge Resources
1 583 MIO
We are a global network of trusted, We have the expertise and knowledge,
independent and committed experts who and the people, processes and tools to help
deliver pivotal solutions to the agricultural, organizations improve their results, manage
mining, oil, gas and chemical industries, risk, comply with regulatory changes, adopt
supporting quality, safety, efficiency and best practice and meet increasingly stringent
sustainability goals across the supply chain. sustainability requirements.
699 MIO
Read more on page 55 Read more on page 55
SO Strategic Objective
Our corporate
sustainability leadership People Planet
Women in leadership positions Reduction in CO2 emissions
Performance
Revenue Adjusted operating income* Adjusted operating income margin*
CHF 6.6 BN
+6.8%1 +5.8% organic*
1 023 MIO
+0.1%1
15.4%
(1.0)pp1,2
2022 6.6 2022 1 023 2022 15.4
Profit for the period Basic earnings per share Proposed dividend
CHF
(3.8)%
630 MIO CHF
(3.7)%
78.86 CHF 80
2022 630 2022 78.86 2022 80
CHF
(20.2)%
507 MIO 18.6%
(1.0)pp2
7
2022 507 2022 18.6 2022 7
With access to the internet rising The nutrition, health and wellness Today, many are vulnerable to climate
rapidly and technologies such as 5G, industries are converging, responding change impacts such as droughts,
the IoT and AI, we are entering a new to consumer demands for healthier floods, heat waves, extreme weather
era where networks of machines lifestyles and well-being. A rise in both events and a rise in sea levels.
are digitally connected often without consumer interest and purchasing The earth’s finite natural resources
human involvement. A more connected power presents tremendous are disappearing fast, and of all the
world brings both opportunities and opportunities for companies, but minerals, fossil fuels, metals and
challenges for brands, manufacturers, consumers need to know that the biomass used each year, just 8.6%3 are
retailers and governments. We can food they eat and the products they cycled back into the circular economy.
help them to deliver safe, accessible, use are safe. We can help companies Organizations face growing scrutiny
high-quality products and services demonstrate the safety, security, in this area, but we can help them put
in stores and online, ensure secure quality, sustainability, authenticity sustainability at the center of their value
connectivity and reduce risks. and efficacy of food, healthcare proposition and business models.
and wellness products.
USD 6 tn
is the estimated global annual
USD 1.5 tn
is the estimated value of the global
3.3 bn
people’s daily lives are ‘highly vulnerable’
cost of cybercrime in 20211 wellness market, with annual growth to impacts of climate change4
of 5-10%2
Our industries
Our services cover 11 major
industries. We develop and
maintain world-class expertise Life Agriculture Mining Oil Energy Chemical
to support the evolving needs sciences and food and gas
of our customers. Thanks to our
capabilities we are able to provide We safeguard We develop Our expert Our innovative, We power We drive
solutions to the challenges the quality innovative safety, services improve sustainable processes in innovation,
they face across the globe. Our and efficacy quality and speed to market, solutions add renewables and optimization,
chosen markets are and will be of medicines. sustainability manage risks and up along the conventional efficiency and
determined by our ability to be solutions for maximize returns. value chain. energy. safety, from
the most competitive and to supply chains. feedstocks to
consistently deliver unequalled finished products.
service to our customers.
1. www.techxplore.com/news/2022- 4. www.ipcc.ch/report/ar6/wg2/about/
05-global-cybercrime-topped-trillion- factsheets/
defence.html 5. www.worldbank.org/en/topic/
2. www.mckinsey.com/industries/ urbandevelopment/overview
consumer-packaged-goods/our-insights/ 6. www.ey.com/en_qa/consumer-
feeling-good-the-future-of-the-1-5- products-retail/redesign-consumer-
trillion-wellness-market ecosystems-to-scale-sustainability
3. www.circularity-gap.world/2022
Divisional addressable
market
(CHF BN)
Connectivity
& Products
CHF 40 BN
Infrastructure Consumer
Empowerment
Health
& Nutrition
While the growing trend towards More and more, consumers are CHF 65 BN
urbanization enables increased flexing their purchasing power to
productivity, the additional need for encourage companies to take a
resources and space affects the stand on issues like sustainability,
economy, environment and quality transparency and fair employment
of life. Innovations in areas such practices. This has increased
as smart cities and smart mobility the demand for traceability and
contribute to economic growth, transparency across the supply chain,
but we can also help organizations as people are looking to eat less
adopt more sustainable approaches meat, source more organic food, fly
to infrastructure, transportation less and buy electric cars. We can Industries
and community services, while help organizations keep up to date & Environment
protecting workers, reducing with complex regulatory obligations
environmental footprints, managing to reduce their legal, financial and CHF 70 BN
risk, and enhancing efficiency reputational risks.
and brand reputation.
>80%
of global GDP is generated in cities5
72%
of consumers say companies should be
driving positive sustainability outcomes6
Natural
Resources
CHF 60 BN
Our business model We are the leader in the TIC industry and
create value by enabling a better, safer and
more interconnected world. We measure
total value creation using the six capitals.
Intellectual
CHF 2 105 MIO CHF 83 MIO operating licenses, accreditations and government
authorizations – a compelling offer which is difficult
capital to replicate. Our global footprint comprises
Organizational, 2 650 laboratories and offices and 97 000 experts.
knowledge-based
intangibles We leverage these capabilities and our expertise to
bid for large multiyear contracts and, as our network
expands, our customer offer also increases, creating
Employees a virtuous circle.
Natural
capital Fuel consumed
The natural
460 GWh
resources we
Testing Inspection Certification
need to operate
CHF 6.6 BN CHF 507 MIO CHF 219 million taxes paid to governments
2 650
food supply chain
3% 26
Improving knowledge through innovation
Women in leadership positions Lost time incident rate Protecting the health of employees
through operational integrity excellence
2 MIO 84.5%
Improving how we work with
capital
Meaningful stakeholder Percentage of suppliers locally sourced
98%
engagement and strong
brand and reputation
Our business model The activities that underpin our world, ever more sophisticated products
need a high degree of testing expertise.
business model also underpin
continued the global economy.
ICT devices and systems need to be
certified against international security
For example, consumers can be confident standards to provide the highest levels
the products they buy have been tested of assurance and confidence.
and meet the required quality and safety
Testing reduces risks, shortens time to
standards and regulations. A proliferation
market and tests the quality, safety and
of global brands has increased the need
performance of products against relevant
for brand protection, leading to greater
health, safety and regulatory standards.
scrutiny of supply chains and quality, health
Inspection controls quantity and quality,
and safety and environmental systems.
and helps customers meet all relevant
Importers know the content of their
regulatory requirements across different
cargo has been inspected and meets
regions and markets. Certification ensures
quality control standards. The content
products, processes, systems or services
has been monitored across supply
meet national and international standards
chains and is the same as specified in
and regulations.
their contract. In an increasingly digital
Customer
2 Process planning
1 Customer need Define the correct methodology
including safety and ESG
Job scope agreed with customer. considerations
Inspection of quantity, or
compliance to measurement,
or a build specification
4 Stage 2: audit
Evaluation of compliance
with certification
7 Maintaining 6 Customer standard requirements
certification Certification documents
Ongoing surveillance provided to the customer
and cyclical 5 Technical review &
recertification certificate decision
audit program
Independent evaluation of the
efficacy of the audit process to
determine if certification shall
be granted
Regions Functions
Respect
Making sure we treat all people fairly. We respect
human rights. We all take responsibility for creating
a working environment that is grounded in dignity,
equal opportunities and mutual respect. We promote
diversity in our workforce and do not tolerate
discrimination of any kind.
Sustainability
Alim Saidov Derick Govender Making sure we add long-term value to society.
Industries & Environment Natural Resources We use the scale and expertise of SGS to enable
a more sustainable future. We ensure our impact
on the environment is minimized throughout
the value chain. We are good corporate citizens,
investing in our communities and enabling a
better, safer and more interconnected world.
Leadership
Making sure we work together and think ahead.
We are passionate and innovative people with
a relentless desire for improvement. We work in
an open culture, where smart work is recognized and
Jeffrey McDonald
rewarded. We foster teamwork and commitment.
Knowledge
www.sgs.com/en/our-company/about-sgs/
business-principles
Our strategy
1 2 3
Invest to consolidate Become the most Increase proportion
leadership position digital company of revenue from
in the TIC industry sustainability solutions
Higher 21% 2% 2%
Connectivity
& Products
Goal: market leader
Status: achieved
Health
& Nutrition
Goal: CHF 1bn
Status: target 2023
Lower 8% 4% 18%
Growth
Our divisions are closely aligned to the key TIC We are optimizing our field and lab resources
Natural Resources
Goal: market leader
megatrends and customer demand. The combined to generate network synergies, building on our
Status: achieved size of the TIC market is estimated to be worth cybersecurity expertise, and addressing the key
around CHF 255 billion on a global basis, though opportunities in the environmental, connectivity,
only 45% may be accessible, i.e. outsourced to mobility and natural resources industries.
a third-party business like SGS. We are also accelerating investment in biopharma
We are the global leader in three of our divisions: and analytical services to grow our Health &
Knowledge Knowledge, Natural Resources, and Connectivity Nutrition division.
Goal: market leader & Products. We aim to build on these leadership Our Environment, Health & Safety services will
Status: achieved positions through expanding our technical consulting become an important building block in our Industries
network, particularly in Europe and Asia, developing & Environment division through the integration of
new digital solutions. SGS Analytics.
Digitalizing
operations
>50%
applicable
>50%
FAIR* data-
A data-
ongoing inspections & leveraging driven
audits remote structured data
Our goals
company
Become the most digital
company in the TIC industry
Digitalizing
operations
Ongoing
Launch
Sustainability 40%
Solutions
Framework
Achieved
30%
New sustainability
solutions in all 20%
divisions
Achieved
10%
>50% revenue under
our Sustainability
0%
Solutions
Framework 2020 2021 2022 2023
Target 2023
On our previous annual report, we set out an We are helping companies to implement
innovation curve showing that a large majority better and more efficient processes, address
of companies were followers with a less stakeholder concerns and reduce risks.
mature approach to sustainability. They take a The table on page 27 shows the revenue
compliance and risk approach to address regulatory breakdown by division and confirms that we
environmental, social and governance risks through now offer sustainability solutions across all
ISO and standards. We expect these companies to our divisions. In 2022, Health and Nutrition
move towards a holistic approach to sustainability accounted for the largest proportion, driven
that encompasses their entire supply chain. by our sustainable living pillar. We are on
Our Sustainability Solutions Framework supports track to achieve our 2023 target of generating
our customers as they move along this curve. than 50% of revenue from our Sustainability
No matter what their level of maturity is, we Solutions Framework.
can offer multiple integrated options to improve
environmental, social and governance performance
and reduce risk at every point of the supply
chain, from sourcing raw materials to using
the final product.
Sustainable
business practices
• Sustainable Finance • Ethics & Social
• ESG Data advisory & Practices
Assurance Services • Education
• Digital Services • Productivity
• Risk Management
Progress in 2022
In 2022 we achieved our goal of launching – Connectivity & Products: chemical – Industries & Environment: climate
new sustainability solutions in all divisions. risks and circular economy change and greenhouse gases
Having analyzed the market trends and – Health & Nutrition: responsible emissions; waste management
customer demands, we identified several sourcing and traceability; soil fertility – Natural Resources: energy and
focus areas: and water management water optimization
– Knowledge: reporting, assurance,
and impact valuation
Our divisional Our five divisions are closely aligned to the key
strategy – aligned TIC megatrends, to better service our customers
to megatrends and to anticipate future demand.
Connectivity
& Products
We are focusing investment in Connectivity to increase our
competitive advantage.
1
Strategic objectives 2023 and beyond Progress during the year
• Consolidate our leading market position • Consolidated our leading market position in Softlines and
• Leverage market growth supported by the progressing ahead of target for Top 3 in Connectivity
proliferation of 5G technology and loT devices • Significant capex has been approved for East Asia
• Continue to build cybersecurity expertise and the USA
as an integral part of our ‘total solution’ • New cybersecurity laboratories have been opened
• Focus on automotive and semiconductor in East Asia
industries as key opportunities • Supply chain challenges temporarily slowed progress
• Continue to lead the expansion of the but expect the eMobility development and semiconductor
domestic Chinese market global demand to boost this end of the year
• New data services to generate first • Invested in a program called ‘China Import’ providing
Our growing portfolio of sustainability solutions
revenue by 2023 support to exporters from North America and
During 2022, we launched various SGS Western Europe who want to sell goods on China’s
product marks (sustainability, certification and
domestic markets
performance) addressing customer demand
• First European retailers have committed to use our
across all product categories.
new digital solution Truum™
Capex intensity Higher Net working capital intensity Lower Last 12 months return profile +++ M&A appetite High in Connectivity
Health
& Nutrition
We are expanding our global footprint through the organic development
of our network and acquisitions.
2
Strategic objectives 2023 and beyond Progress during the year
• Achieve CHF 1 billion of divisional revenue • H&N delivered solid organic growth of 4.1% in 2022,
by 2023 and, complemented by the acquisition of proderm,
• Health Science to become the largest business total growth of 7.6%
unit of Health & Nutrition, with investment • Continued investments in Biopharma including lab
focusing on biopharma and health services expansions in Belgium and Switzerland have Health
• Consolidate our leadership position in cosmetics Science well on track to become the largest H&N
supported by increasing regulatory requirements division in 2023
• Consolidate our market leadership position in • Acquisition of proderm cements our leadership position
food in Asia and expand our global network • On track with geographical and portfolio
and portfolio in the Americas and Europe expansions including:
Our growing portfolio of sustainability solutions
• Enhance AI-enabled regulatory and compliance – Capacity and scope expansions in Thailand,
Services in our portfolio help to address our pillars solutions in key Health & Nutrition sectors Vietnam and China
of Sustainable Living as well as Sustainable Use – New lab capacity in Latin America, particularly Brazil,
of Resources. New initiatives are underway to
Mexico, Peru and a new laboratory in Puntas Arenas,
broaden our offerings around verification of product
Chile, supporting the local seafood market
and supply chain sustainability including product
marks and automated emerging risks monitoring – Acquisition of Industry Lab in Romania expanding
on our AI-assisted platform. our footprint in Eastern Europe
– Ramp up of our laboratory hub and spoke
model in Europe to gain economies of scale
and improve efficiency
• Launch of SGS Digicomply Nutriwise, an AI-powered
solution to perform composition assessment of food
supplements and guide companies on compliance
questions when entering new markets
• Expansion of SGS Digicomply Regulatory Watch
to the cosmetics business segment
Capex intensity Higher Net working capital intensity Average Last 12 months return profile = M&A appetite High
Industries
& Environment
Using our expertise to provide integrated solutions, while accelerating our transition
to a high-volume hub and spoke testing model in our Environmental testing business.
3
Strategic objectives 2023 and beyond Progress during the year
• Reach a market leadership position in • I&E Health and Safety strengthened its footprint providing
Environment Health & Safety in 2025 H&S Management Services in customer data centers with
• Reassess portfolio focusing on TIC megatrends several bluechip customers (Amazon, Microsoft etc.)
and complement our expertise related to • We continued to work with customers and build expertise
energy transition through M&A in renewables in the development of energy transition markets despite
and specialty fields delays due to geopolitical factors
• Increase footprint and competences in • I&E Auditing and Compliance has achieved double-digit
sustainability services through organic organic growth in 2022 focused on mandatory and
growth and acquisitions voluntary carbon verifications and other industry specific
• Leverage the acquisition of SGS Analytics to schemes, and waste management related products
Our growing portfolio of sustainability solutions
transition to a hub and spoke laboratory model • Development of a common Target Operation Model
SGS is expanding its capacity globally in response • Leverage digital and data to enhance our (TOM) for environmental lab activities
to increased demand for emissions verification
existing and create new ones • New I&E Zengine product has been piloted in the USA
and accounting under multiple schemes.
for B2C and B2B markets and we continue to work
on improvements
Capex intensity Average Net working capital intensity Average Last 12 months return profile = M&A appetite Selective
Natural
Resources
We are building on our wide-ranging expertise across the mining industry and optimizing
our processes to help customers use fewer resources.
4
Strategic objectives 2023 and beyond Progress during the year
• Consolidate our leading market position • Further enhanced our biofuels testing capability.
• Trade activities to remain core, with a This includes providing services to the agri market
supportive outlook for mining and agriculture, as well for used cooking oil analyses
and oil and gas currently under pressure • Smart warehouse scaling underway: 18 warehouses
• Develop new sustainability services for in four countries
mid-term transformation of portfolio • Identified ESG diagnostic solution to scale across all NR
• Optimize field and lab resources to generate customers in collaboration with the Kn and I&E divisions
network synergies who will execute these services for our customers
• More than 50% of trade back-office activities • Economic and production-related sustainability services
to operate on digital platforms (i.e. blockchain) to the mining industry have been developed within the
Our growing portfolio of sustainability solutions
by 2023 to enhance security and efficiency metallurgical consulting group and focusing on three
Our acquisition of Sulphur Experts in late 2021 has key areas: increased optimization in operating plants,
expanded our sustainability services in supporting
improved energy and water utilization and waste reduction
refineries and gas plants with reduced air pollution.
• SGS and VAKT (blockchain developer) have launched a
digital products database for the oil, gas and chemicals
market. This will allow all users of the VAKT block chain
platform to have a single database to conduct transactions
Capex intensity Lower Net working capital intensity Average Last 12 months return profile +++ M&A appetite Low
Knowledge We provide business assurance and operational efficiency solutions across supply chains that
deliver sustainable value for the organization, the environment, society and shareholders.
5
Strategic objectives 2023 and beyond Progress during the year
• Consolidate our leading market position • With organic growth at 8.7%, we are exceeding industry
• Certification remains core with new schemes performance across all business segments highlighted
driving demand by Certification, Responsible Business Services from
• Business enhancement to represent >50% social and environmental audits, and our consulting
of divisional revenue by 2023, including business, Maine Pointe in the USA
expanding our technical consulting network • Despite a challenging environment from a post transition
in Europe and Asia year, investment in the information security segment and
• ESG and sustainability services to increasingly medical device industry has allowed us to deliver above
become a material part of the portfolio industry organic growth in Certification
• Focus on digital solutions in supplier risk • Replication of consulting activities in Europe and in Asia,
Our growing portfolio of sustainability solutions
management, with 20% revenue delivered combined with a very strong performance of Maine
Our new ESG and Sustainability Assurance by digital services and remote by 2023 Pointe, has further increased the proportion of revenue
solutions have enabled us to enter new markets,
generated outside our traditional certification activity
including the financial sector where we have seen
• The addition of new ESG and sustainability solutions
significant growth, particularly in Sustainability
Report Assurance. has enabled us to enter new markets, including the
financial services sector. We have also seen significant
growth in existing solutions, particularly Sustainability
Report Assurance
Capex intensity Lower Net working capital intensity Lower Last 12 months return profile +++ M&A appetite Selective
Objective Centralization, harmonization and Centralized billing via standardized/ Deployment of Salesforce
standardization of key financial harmonized processes and as the global CRM solution
processes (B2C, P2P, R2R) in systems by country to drive
regional FSSCs to drive productivity productivity increase
and lower service cost
+5%
Benefits • Increase productivity by 20% Increased customer intimacy
for processes in scope and stronger sales focus
75% 33%
Target 2023 Add remaining countries and
remaining businesses to the
CRM platform
Operate five regional FSSCs Accelerated rollout of centralized
covering 75% of revenues billing covering 33% of
via fully standardized/ group revenue
harmonized processes
80%
Target 2025 Full global coverage n/a
60% 13%
Achievements Deployment of Salesforce as the
2022 global CRM solution in 70 countries
during 2022
of group revenues are covered of group revenues are covered
by FSSCs via fully standardized/ by billing centralization
harmonized processes
IT modernization: adopting modern Evolution of current Laboratory Information Higher customer satisfaction/safer place
technologies and processes, improving Management Systems (LIMS) to create to work with enhanced productivity
time to market and quality as well as digital labs, with AI, machine learning and
efficiency in the delivery and operations full predictive analysis based in consolidated
data with fully standardized and harmonized
LIMS processes
Standardized target operation model/access Productivity increase of 10%+ per lab Increased customer satisfaction
to new technologies Better quality, cost optimization, innovation Safer place to work with
of new services, enhancement of customer enhanced productivity
experience and launching new services
to generate streams of revenues based
on data
5% +70% 90%
incremental productivity increase of lab revenues are executed via DLC of current WCS perimeter to achieve WCM
awarded levels (bronze and above), reach at
least first WCM Gold awarded site by end
of 2030
Our investment
strategy in action
We are
Our digital labs
transformation program, transforming
launched in 2022, will
see us move to fully
digital laboratories with
our laboratories
new generation LIMS
by the end of 2025,
supporting our drive
for a digital future.
for more sustainable
practices across
the business.
We have
started our journey Our digital transformation
We provide our services to customers from
towards maximizing more than 1 000 laboratories across the
world. It’s a geographically spread network
automation in our that presents us with several operational
challenges. We recognized that without
laboratories. a standardized Laboratory Information
Management System (LIMS), we lacked
a uniform way of managing the workflows,
administration, finances and operations
at our laboratories. This made it harder
for us to leverage the complex data we
hold, and affected our ability to scale up
new technologies, boost productivity and
improve efficiency.
Aligning, optimizing and digitizing our
laboratory processes through our new digital
labs transformation program is enabling us
to increase efficiency, improve quality and
standardize our test methods. In turn, this
will allow us to introduce new data analytics
solutions, move towards integrated digital
laboratories with smart instrumentation,
mobility and analytics, then deliver secure,
supported and cost-effective LIMS
solutions (G6, STARLIMS and LabVantage)
and automated labs with AI-enabled insights
and modelling, and excellent scalability.
We will
meet customers’ Stronger governance
and greater visibility
expectations by The implementation of new generation
LIMS solutions within our digital labs
using advanced program is already delivering outstanding
benefits, offering best in the market lab
technology. specific capabilities, including customizable
reporting. Smooth integration with other
systems across our network means we
can provide direct operational support to
our laboratories, reducing the need for
manual tasks, and minimizing human error.
The new LIMS solutions also provide
stronger governance and greater visibility,
“STARLIMS is one of our making it possible to standardize naming
new generation LIMS. conventions, parameters and method
It has a flexible Application references for key international customers’
Programming Interface reporting, BI tools and data extractions.
(API), which makes it easy We have set clear objectives for our digital
to integrate with other lab transformation: 30% of total group
laboratories sales will be generated by
systems, ours or our
digital laboratories with new generation
customers’, accelerates the LIMS by the end of 2023, rising to more than
job registration process, 70% by the end of 2025. We will meet our
and means it can generate customers’ expectations by using technology
complex reports quickly that provides advanced reports, client and
regulatory specification management, a
and conveniently.”
customer portal, and enhanced due diligence
Adams Yu solutions. The transformation will also help
CN CCL Deputy Director and Owner our IT organization by reducing the risk of
of CN CCL STARLIMS Project system obsolescence.
AIEX provides mainly technical and welding AMS specializes in 3D metrology precision
inspection services to the nuclear and services and high precision measurements
marine industries in France. The acquisition in the aerospace industry.
adds complementary inspection capabilities
to our existing testing expertise, supporting
sustainable nuclear energy production
in the country and helping to reduce
dependence on fossil fuels.
SGS Digicomply was created and developed Sister companies Silver State Analytical
by our joint venture C-Labs, and offers Laboratories and Excelchem Laboratories
a fully automated intelligence-gathering are regionally recognized environmental
solution that scans regulatory, media, testing laboratories serving companies
trading and environment information in and government agencies across the
real-time to support our food and cosmetics western USA for their water and soil
industry customers. Following the needs. The acquisitions not only expand
acquisition of the remaining 49% stake from our capabilities in the region, but they
the other shareholders of C-Labs, we now also become an important part of our
own 100% of SGS Digicomply. Sustainability Solutions Framework.
Strong sustainability governance Sustainability awareness and training • The challenge also included activities
From the Board of Directors to our affiliates, Every employee has the opportunity to to promote recognition. More than 30
a strong governance structure ensures contribute to the Sustainability Ambitions affiliates organized activities to choose
that sustainability remains at the heart 2030 (SA2030) no matter their position or their best employees and/or best teams
of our activities. Our senior management location. To make them an active part of our • We also organized fundraising and
is actively involved in overseeing the commitment, we have worked on several volunteering activities in more than 25
delivery which is developed by the initiatives in 2022: affiliates to support local communities
corporate sustainability team. • We have developed and launched a new • Our human rights policy was updated in
The Sustainability Committee assists the sustainability training that is mandatory for 2022 to better reflect our commitment and
Board in evaluating and approving the group all new employees. The course explains align with the best practices of the market
policies and strategies regarding the impact our sustainability commitment and strategy,
of the group’s activities on the environment and provides tips about how everyone Supporting the network
and society. Then the SGS Operations can contribute to the group’s SA2030 The importance of purpose and sustainability
Council takes the overall strategy forward, • The current energy crisis being a major in B2B environments is increasing. In particular,
approving and implementing more detailed concern for all of us, we have launched our customers are placing greater importance
programs, policies and targets for all our an energy savings campaign, to help our on the environmental, social and governance
operations across the group. employees save energy both at home practices of their suppliers and business
Our regions and affiliates are responsible and at work, teaching them responsible partners. Also, the demand for specific
for implementing various initiatives behaviors and minimizing our environmental sustainability-related information is increasing.
that support the group’s sustainability impact. We also share good practices To ensure we continue making sustainability
targets. We have appointed sustainability between affiliates, for example ways to an essential part of SGS’s value proposition,
ambassadors in most of our regions who improve energy efficiency and renewable we have provided training and materials to
are responsible for implementing the energy projects at different sites across our sales teams. This will help them better
programs in their affiliates, cascading our our network understand and convey our sustainability
corporate programs and guidelines down • For the third consecutive year we organized commitment to our customers.
to every single SGS site. the SGS People – 15 Day Challenge, In addition, we are encouraging closer
with more than 60 countries participating collaboration between the sustainability
in activities that reinforce our sense of professionals in our network to help us share
community. We organized other activities knowledge, good practices and success
for our colleagues’ families, including a stories, and ultimately to provide a better
drawing contest for children that attracted service to our customers.
almost 2 000 entries
2022 progress
On track
In progress
Focus for improvement
Excellence Integrity
2023 targets 2022 performance 2023 targets 2022 performance
Promote a culture of During the 2022 our labs reached important Ensure 100% of 99.9% employees trained on
efficiency and excellence milestones with 3 Labs already at their 4th employees are trained on our Integrity Principles
through our WCS program, WCS external audit (with the best score of our Integrity Principles on
with 20% of WCS labs 42 against the 50 required for the Bronze an annual basis
reaching WCM Bronze Award level)
Achieve 30% women 31.1% women at CEO-3 level, Continue performing Annual risk assessment completed
in senior leadership a 7% increase compared to 2021 annual risk assessments for 2022
positions (3 levels on human right across the Due diligence program continued
below CEO) Group, keep developing to develop
our human rights due
diligence program to Human rights eLearning completed by
78% employees. Plans are in place to
Health and safety avoid violations across
account for employees that completed the
our operations and train
100% of our employees training off line (currently excluded) and to
2023 targets 2022 performance
on our human rights further increase the completion ratio
Reduce our Total LTIR of 0.19 and TRIR of 0.35, a -25% principles annually
Recordable Incident and -16% variation respectively compared
Rate (TRIR) by 20% to 2018
and Lost Time Incident Community investment
Rate (LTIR) by 10%1
2023 targets 2022 performance
HSE certify the 229 sites, covering approximately
main operational 33 000 employees, have now achieved Increase by 10% our CHF 2 million of community investment
sites (integrated certification in ISO 45001 (previously, positive impact on our and 18 691 hours of volunteering,
ISO 45001 and ISO OSHAS 18001) and ISO 14001 communities through representing a 54% and 9% variation
14001 certification) employee volunteering, compared to 2019
with special focus
on vulnerable groups
affected by pandemics2
Knowledge and engagement
2023 targets 2022 performance
Better planet Supporting the transition to a low-carbon and climate resilient world
through responsible resource use and effective waste management.
approval for our 1.5ºC and net-zero targets from the • We commit to reduce absolute scope 1, 2 and 3
Science Based Targets initiative (SBTi). GHG emissions 90% by 2050 from a 2019 base year
Science-based targets provide a clearly defined pathway
for companies to reduce greenhouse gas (GHG) emissions, Our direct emissions reductions will be prioritized, and
helping prevent the worst impacts of climate change and all residual emissions will be neutralized in line with SBTi
future-proof business growth. criteria before reaching net-zero emissions by 2050.
Aligned with the 1.5ºC objective from the Paris Agreement, This means another great milestone for SGS and
we have committed to reach net-zero greenhouse gas further proof of our commitment to make a positive and
emissions across the value chain by 2050. To achieve this long-lasting impact in society, and limit global temperature
objective, we have approved near- and long-term science- rise to 1.5ºC. Our Sustainability Ambitions 2030 set the
based emissions reduction targets with the SBTi: roadmap to reducing our emissions, including initiatives
Near-term targets: such as the reduction of energy consumption in our top
energy intensive owned buildings, our vehicle policy and
• We commit to reduce absolute scope 1 and scope 2
the use of renewable energy, among others.
GHG emissions 46.2% by 2030 from a 2019 base year
Consumers
Our material topics The SGS Business Materiality Matrix captures the
issues deemed by our stakeholders to be materially
important to our organization. It is the outcome of a
rigorous process, including stakeholder consultation,
megatrend and risk analysis, and benchmarking
against international principles, including the UN
Sustainable Development Goals (SDGs).
Materiality assessment
The nine topics that are most important to the organization
We conduct a formal materiality assessment
every two years. In 2022, we integrated the 1 Cybersecurity 6 Talent attraction and retention
results of our risk assessment and kept in 2 Data privacy and protection 7 Customer relationship management
close contact with our stakeholders through
our regular channels, such as meetings 3 Ethical behavior 8 Corporate governance
with investors, our investor days, voice 4 Health and safety 9 Sustainable supply chain
of the customer surveys, our employee 5 Risk management
engagement survey, and meetings with
local communities. This has further These are key topics which have helped to shape our group strategy. Although relatively
contributed to our deep understanding less material for SGS, all other topics remain an essential part of our sustainability
of the most material topics for the Group. management systems. We systematically re-evaluate them to determine whether
they have become more material to the organization.
Other material topics
10 Adaption and mitigation of climate change 18 Local community investment support
1
5
2 3
4
6
10
8
9
23
13
12
7
15
24
14
18 20
25
21
16 17
22
19
11
Audit Committee
Supporting the Board in risk assessment
and monitoring Global Risk
Macro
& Compliance
risk assessment
(GRC) platform
Operations Council
Ultimately responsible for identifying company
risks and integrating the management of these
risks into key business planning processes
Risk champions
– Affiliates
– Local Divisions
Group Risk Steering Committee – Operations
Chaired by the CEO, the Committee gathers executive
members, including the CFO and CCO, together with Own risks in local jurisdictions
operational function representatives applying a bottom-up approach
The Task Force on Climate-related As part of our assessment process, we Business continuity
Financial Disclosures also identify emerging risks that are likely These times have underlined the need for
The Task Force on Climate-related Financial to impact our business in the next three businesses to build resilience and to be
Disclosures (TCFD) is a guidance framework to five years. prepared for disruptive events. During the
that helps companies disclose climate An example of these risks is the increase of year, we have built on our robust business
related-financial risks to investors, lenders extreme weather events which already occur continuity resilience strategy that focuses on
and insurers. due to climate change and are expected to the critical processes of the business, and
continue increasing in frequency and severity minimizes the risks associated with them
Read more in our from a business continuity perspective.
over the coming years. The main impact
TCFD Report We validate our business continuity plans
of extreme weather on SGS is closure of
laboratories and offices and interference with by running scenario exercises, which cover
2022 risk assessment results proactive resilience, planning and incident
the logistics of our services, whose impact
In 2022, we carried out risk assessments response. Our business continuity officers,
is being assessed in order to be mitigated,
in 56 of our main markets, applying full who operate at the three levels – local,
(i) through business continuity plans, to
and limited scope approach. We assessed regional and global – are central to everything
ensure that we are fully prepared for any
147 specific risks within 44 risk categories we do. They are normally managers or senior
extreme weather eventuality, and (ii) through
defined globally. managers, who have positions where they
a global climate scenario analysis, to help
The assessment has confirmed a number us with future planning. Other significant can influence what happens. To support
of prevailing and emerging risks, particularly risks, mentioned already above, are political them, we have provided training sessions
in relation to cyber and data security, and military conflicts, global energy crisis, and webinars, and enhanced our knowledge
increasing dependence on technology, which adversely impact the supply chain hub launched in 2021 for all the business
including outsourced IT services and and sourcing activities, result in growing continuity officers to have access to best
disruptive technology, also the attention operational costs of our business. practice documentation.
to information governance, fraud and illicit/
unauthorized activities, continued pandemic
challenges, as well as the importance
of customer needs, service delivery and
pricing processes, and talent management.
External risks
Communication & Investor Relations Environment & climate change Pandemic
Customer needs Industry Political risk, war, crime, terrorism
Cyberattack Legal & regulatory Technological innovation
Economy & sovereign
Internal risks
Operational Non-operational
risks risks
Process Management Human capital Compliance Technology Treasury Strategic
information
6 Pricing
7 Sourcing
8 Fraud & illicit or unauthorized activities
9 Talent management
10 Technological innovation
Impact
3.0
12 Pandemic
12 10
13 Data privacy
11
9 6 5
13 8 1
2.0
7 4 2
3
Low 1.0
• Health and safety • Business disruption, asset loss or • Crisis management in place to monitor
and terrorism of employees harm to employees due to civil or the situation and take necessary
interstate war, political violence and actions with respect to the Russia/
• Sustainable terrorism and external criminality Ukraine conflict
supply chain
• Reputational risks, risk of penalties • No major concentration of
and loss of business due to investments in single countries
international trade sanctions to ensure adequate level
and embargoes of diversification
• Implementation of security
updates and patches in systems
and applications
• Vulnerability management plan
in place to detect and remediate
potential weaknesses
Economy &
External
Pandemic • Health and safety • Spread of infections (including • Ongoing use of business continuity
of employees outbreak, epidemics, pandemics, taxonomy and related implementation
etc.), disrupting business operations, of action plan (2 000 actions defined
• Sustainable interactions with suppliers and on a worldwide basis within the
supply chain customers, resource availability SGS operations)
Access to IT
Technology
Technological
External
• Ethical behavior • Business disruption, asset loss • Strong code of conduct policy and
unauthorized or harm to employees due to philosophy with regular and recurrent
• Good practices fraud, theft and abuse of integrity training for SGS employees
activities and corporate of services
governance • Confidential and anonymous whistle-
• Illegitimate and unsupported revenue blower reporting system in place
recognition, mainly linked to unbilled
revenue and work-in-progress, • Reinforcement of business ethics
resulting in potential overstatement compliance function at corporate
of revenue and understatement and affiliates levels
of cost (P&L)
• Security integrity vulnerability
assessment incorporated into
business processes
Data privacy • Data privacy • Failure to comply with data • Appointment of a full-time group
and protection protection laws and/or changes data privacy officer (DPO) and local
in privacy regulatory environment DPOs in major affiliates to drive and
and enforcement monitor compliance with policies
and legislation relating to protection
of personal data
Supply chain
Process
Talent
Human capital
The framework is based on six forms We created the majority of this value through
of capital, as defined by the International profit generation, the paying of taxes and
Integrated Reporting Council. We use it wages, and our investments in training
to help us to make better decisions, by programs and information security.
considering non-financial as well as financial The framework also shows that we
aspects of our business. We measure generated CHF 822 million of negative
our progress using 32 indicators that societal impacts, arising from the
support how we track our measurable environmental footprint of our supply chain.
positive impact.
www.sgs.com/en/our-company/
Applying our Impact Valuation Framework corporate-sustainability/value-to-
methodology, we have calculated that our society
total value to society calculated in 2022
for 2021 was +CHF 6 397 million, and
that the value of our positive benefit to
society was +CHF 7 220 million.
Our manufactured
Our human capital Our intellectual This capital is The total value
Our financial capital value The most negative
value is directly capital value is positively impacted to society of
capital results measures the impact is related
influenced, among mostly driven by by the way we SGS direct
are impacted improvement to the footprint in
others, by our our training and improve our operations and
by profit, of capital assets the value chain,
risk of having development relationships with supply chain
revenue, (directly controlled especially in our
human rights programs local communities, activities
employment and those of our supply chain
non-compliances creating trust to
costs and supply chain)
in our value chain customers and also
taxes paid to and by our negatively impacted
governments suboptimal data due to the risk
on gender equality of suppliers’
financial stress
Positive impacts
Supply chain 1 919 Supply chain 463 Supply chain 0 Supply chain 0 Supply chain 0 Supply chain 0 Value to society
Direct operations 4 104 Direct operations 145 Direct operations 71 Direct operations 7 Direct operations 298 Direct operations 209 Total
Negative impacts
Supply chain 0 Supply chain 0 Supply chain (118) Supply chain (352) Supply chain 0 Supply chain 0
Direct operations 0 Direct operations (53) Direct operations (134) Direct operations (14) Direct operations (24) Direct operations (125)
1. Value to society is calculated using 2021 figures. Within each capital we have identified positive and negative impacts. The values presented in each capital are the result of adding the
positive impacts and subtracting the negative impacts.
Through our SGS Impact Valuation This exercise helps us better understand
Framework we can measure the impact the impact of our services in terms of how
of what happens in our operations and much value they add to the different capitals.
across our supply chain. We are committed We have covered almost all the revenue
to measuring the impact of the sustainability coming from our sustainability solutions so
solutions we offer. far, and our initial impact calculation shows a
To create a valuation methodology based significant positive impact in many different
on verifiable data and research we worked areas. Among the main impact indicators,
across all five of our divisions by identifying we have looked at so far are consumption
services and their impacts. Then, based on of energy and CO2 emissions avoided; water
a mix of research and input data, we are able consumption avoided; injuries avoided; and
to calculate the impact and monetize it. lost disability-adjusted life years avoided.
An example of the methodology applied
to energy and green building services
is shown below.
1. Impact indicators resulting from applying the SGS Impact Valuation Framework and covering 90% of the revenue coming from our sustainability solutions.
2. Disability-adjusted life years (DALY). One DALY represents the loss of the equivalent of one year of full health.
1
How we develop our financial capital
Mid-term targets – High-single digit constant currency revenue compound annual growth rate (CAGR) driven
by mid-single digit organic* growth per annum and a focus on M&A
2020-2023
– >10% Adjusted operating income* CAGR(a)
– Strong economic value-added discipline (EVA)
– Maintain or grow the dividend per share
2
Our inputs
2022 2021 2020
3
Progress during the year
Financial discipline – The structural optimization plan, at a one-off cost of CHF 35 million, will deliver over CHF 50 million
recurring savings from 2023
and focused
– Continued strong investment into our network expansion with net capex as a percentage of
capital allocation group revenue of 4.8% and seven acquisitions. In particular, our acquisition of proderm GmbH
adds competence in cosmetics and personal care testing, significantly reinforcing our leading
global position
– We issued two bonds with a total value of CHF 500 million. All our long-term debt is fixed
at an average interest rate of 0.8%
– CHF 250 million share buyback for cancellation as part of our flexible capital allocation strategy
A resilient financial performance
– Total revenue reached CHF 6.6 billion, up 3.7% (6.8% at constant currency*), with mid to high-
single digit growth achieved across all divisions. Organic revenue* increased by 5.8%, supported
by pricing initiatives and volume increase throughout the SGS network
– Adjusted operating income*, on a constant currency basis, is broadly stable at CHF 1 023 million
in 2022 compared to CHF 1 022 million in prior year. Operational leverage was temporarily offset
by the impact of Covid in China, supply chain disruption and acceleration of inflationary pressure
– Adjusted operating income margin* of 15.4% compares to 16.5% in prior year (16.4% at
constant currency*)
– Operating income of CHF 898 million compares to CHF 977 million in prior year. It was also
impacted by restructuring measures, the decision to cease two key upstream projects in Libya
following absence of cash collection, and strengthening of the Swiss Franc
– Net financial expenses slightly decreased from CHF 53 million in prior year to CHF 51 million in 2022
– Effective tax rate (ETR) improved from 29% in prior year to 26% in 2022, reflecting a normalization
of non-deductible expenses
– Profit attributable to equity holders of CHF 588 million compares to CHF 613 million in prior year,
a reduction of (4.1)% over prior year
(a) While we expect an improved adjusted operating income* and margin* in 2023, this target is more challenging given progress in
2022 and our disciplined approach to M&A.
* Alternative Performance Measures (APM), refer to the ‘2022 Full Year APM’ document.
3
Progress during the year continued
Financial discipline – Basic earnings per share of CHF 78.86 compares to CHF 81.91 in prior year. On an adjusted*
basis, earnings per share increased by 3.4% to CHF 92.46
and focused
– Free cash flow (FCF)* of CHF 507 million compares to CHF 635 million in prior year. Cash flow
capital allocation was impacted by higher net working capital* to support the strong revenue growth. Consequently,
operating net working capital balance was close to 0% as a percentage of revenue compared
to (2.4)% in prior year. In addition, Cash flow from operating activities decreased from
CHF 1 169 million in prior year to CHF 1 030 million in 2022 for the same reason
– Investment activities: Net capital expenditure was CHF 321 million, compared to CHF 331 million
in prior year. The group completed seven acquisitions for a total consideration of CHF 64 million
– Financing activities: In 2022, the group paid a dividend of CHF 599 million and issued two new
bonds in August for an amount of CHF 500 million. A new share buyback program was completed
for a total of CHF 250 million
– Return on invested capital (ROIC)* of 18.6% compares to 19.6% in prior year, mainly due to the
higher net working capital requirement
– As at 31 December 2022, the group net debt* increased from CHF 1 691 million in December 2021
to CHF 2 219 million
4
Outcomes
2022 2021 2020
5
Outlook 2023
– Mid-single digit organic growth
– Improved adjusted operating income* and margin*
– Strong cash conversion
– Maintain best-in-class organic return on invested capital*
– Accelerate investment into our strategic focus areas with M&A as a key differentiator
– At least maintain the dividend
* Alternative Performance Measures (APM), refer to the ‘2022 Full Year APM’ document.
Connectivity
& Products
A very strong performance given the impact from Covid in China
Overview Outlook
1
• Organic growth of 3.9%, a solid • Solid growth expected across all activities
performance given the lockdowns against a potentially challenging backdrop
in China and supply chain disruption
• Connectivity to remain major growth
• Connectivity growth was strong, driver benefiting from investment and
supported by our continuous investment cybersecurity market development
in new technologies
• Softlines to develop in new sourcing
• Softlines grew in high-single digits countries despite some short-term
Revenue (CHF million)
benefiting from market share gains market headwinds
4.5%
driven by Antifraud services in Africa
and eCustoms
Health
& Nutrition
Health Science to reaccelerate in 2023
Overview Outlook
2
• Organic growth of 4.1% • Structural growth drivers to remain strong
in 2023
• Food organic growth well above
divisional average • Americas Food network expansion
to support portfolio growth
• Vaccine volumes largely replaced,
however organic growth slightly • Investment in Biopharma will support
declined in Health Science reacceleration of growth in Health Science
Revenue (CHF million) • Cosmetics & Hygiene grew in line • The integration of our recent acquisitions
892 MIO
with the divisional organic average combined with efficiency initiatives will
CHF driven by clinical and panel activity support profitability
7.6%
investment in the network
Industries
& Environment
Growth led by industrial businesses
Overview Outlook
3
• Organic growth of 4.8% from both • Growth momentum in Field Services
volume and price and Inspection with expansion into new
services and geographies
• Double-digit growth in Technical
Assessment & Advisory driven by an • Strong growth expected in safety,
improving market and new contract wins and the new areas of energy transition
and sustainability solutions
• Field Services and Inspection grew above
divisional average driven by environmental • Continue to develop new innovative
Revenue (CHF million)
field and marine services solutions to enhance the service portfolio
5.4%
Natural
Resources
Strong momentum in minerals
Overview Outlook
4
• Organic growth at 8.7% reflects an overall • Continued momentum in the mining
strong commodity market, mainly in mining industry, while oil and gas and agriculture
markets continue to be dependent on
• Strong growth in Trade and Inspection macro factors
as a result of favorable market conditions
in all commodities • Laboratory Testing momentum continues
to be driven by ongoing exploration demand
• Double-digit growth in Laboratory Testing and outsourcing opportunities
due to strong momentum in geochemistry
Revenue (CHF million)
and new outsourcing contracts in oil and gas • Investing in our biofuels testing capacity
9.3%
Knowledge
Certification growth ahead of market and very strong growth
in consulting
Overview Outlook
5
• Organic growth of 8.7% with good • Overall demand for Knowledge services
performance from all SBUs in to remain strong
all geographies
• Solid growth in Certification led by medical
• Certification organic growth was devices and information security, while our
strong, ahead of the market new and innovative CertIQ online portal
will also support growth
• Consulting grew well above the
divisional average primarily driven • Momentum in Consulting supported by
Revenue (CHF million)
by SGS Maine Pointe network expansion
8.7%
SGS | 2022 Integrated Report
56 Management
report
Financial capital
in action
Financial
capital
We are
The acquisition of
proderm, now SGS growing
proderm GmbH,
has brought us
complementary
organically and
capabilities and scientific
expertise in dermatology, through strategic
acquisitions.
ophthalmology, oral care,
women’s health and
intimate hygiene, as well
as ‘cosmeceutical’ and
medical-related products.
We have
expanded and Providing our customers
with optimal support
strengthened our The global cosmetics and hygiene market
continues to grow rapidly, fueled by an
clinical testing increased consumer focus on well-being.
To differentiate their products from the
capabilities. competition, brands and manufacturers
constantly need to develop new innovative
formulations that will fulfill consumer
expectations. They need to stay on the
leading edge of trends and developments
by offering sustainable, green products
and move away from fossil fuel-based
ingredients to bio-based ones.
These organizations operating within
the health, beauty and consumer goods
industries are also held to incredibly high
standards. Their products must be safe
and effective, meeting both consumer
expectations and regulatory requirements.
The acquisition of proderm, with a team of
nearly 140 study experts and more than 20
specialist doctors, allows us to better assist
our global customers as a one-stop testing
solutions shop. In particular, expanding and
strengthening our capabilities in clinical
testing for cosmetics and pharmaceuticals
means we can provide our customers with
optimal support during the clinical studies
required if they are to make successful
product launches into the market.
We will
drive revenue Unique offering in cosmetics & hygiene
The acquisition of proderm GmbH completes
synergies across our global footprint. Now we are able to
provide solutions across a network of 45
the organization. laboratories and clinical testing sites across
North America, Europe and Asia. It gives us
a unique cosmetics and hygiene footprint,
offering analytical, microbiological, stability
and in-vitro testing, as well as clinical studies
for safety and efficacy.
In 2023 we will look to drive revenue
synergies through our sales and marketing
activities, setting up joint cross-site working
groups and projects, enabling us to share
+59 000
“We want to use the proderm SGS’s and proderm’s capabilities and
team’s globally recognized expertise in clinical trials and testing of
expertise to expand cosmetics, dermatological products and
products tested since foundation medical devices. We have already started
our offer to customers.
these collaborative efforts at some of our
The team exceeded our sites, including SGS Analytics’ clinical
+250 000
expectations, both culturally testing and molecular biological laboratory
and strategically, adding in Germany. Further cross-site projects are
great value to SGS and planned to create efficiency gains – making
subjects enrolled since foundation more use of digitalization, and replicating
our customers.”
SGS proderm’s unique techniques in
Dr. Sheida Hönlinger areas such as panel management and
Director Health Science and Cosmetics the recruitment of study subjects.
& Hygiene Germany/Austria
1
How we develop our manufactured capital
We invest in – Our laboratory network is at the center of our business activities, making the equipment and
services we require to operate them one of our largest procurement categories. We not only
and maintain have to negotiate the right commercial terms for the business need, we must also ensure they
our testing are fit for purpose, high quality and delivered on time anywhere in the world
laboratories
We create great – We manage our large corporate real estate (CRE) portfolio proactively with the aim of 100%
accuracy of our database, with no expired contracts. This enables us to operate in full compliance
places to work with group policy and deliver workspaces that are fully sustainable, energy efficient and correctly
that support our priced. With 85% of our portfolio leased, it is important that we start (re)negotiating early, usually
business growth 18-24 months ahead of a lease expiry or the initiation of a new project, to guarantee the best
leverage for SGS
2
Our inputs
2022 2021 2020
3
Progress during the year
We invest in – We expanded our food laboratory network in our South and Central American region, including
adding capabilities at our labs in Peru, Chile and Argentina, and establishing brand new labs in
and maintain Mexico and Brazil
our testing – In February, we acquired Gas Analysis Services, an Irish gas analysis testing and instrumentation
laboratories specialist group. This acquisition built further on our competence in high purity gas testing and
critical skills and knowledge
– May brought two new acquisitions: AIEX, which adds complementary inspection capabilities
to our existing testing expertise, supporting sustainable nuclear energy production in France;
and Ecotecnos, which provides sea monitoring and oceanography services to multiple sectors
in Chile including aquaculture, energy, mining and petrochemical. We also acquired the remaining
49% stake from the other shareholders of C-Labs, which means we now own 100% of SGS
Digicomply, its market-leading regulatory compliance solution
– We continued to expand our water and soil testing capabilities in North America with the acquisition
of Silver State Analytical Laboratories, Inc. and Excelchem Laboratories, Inc. in July. We also added
advanced clinical testing solutions for cosmetics, personal care and medical products with our
acquisition of proderm GmbH in Germany
– In August, we expanded our cybersecurity capabilities and footprint into the USA with the
acquisition of Penumbra Security, Inc. – supporting our global strategy to become the global
TIC leader in cybersecurity
– During the year, we also acquired Ecotecnos, which provides sea monitoring and oceanography
services to multiple sectors in Chile, and Industry Lab in Romania, which has expanded our food
services and laboratory network in Europe
– We invested further in our Advanced Metrology Solutions laboratories to help us increase our
presence in the fast growing 3D metrology and dimensional measurement inspection services
sector in Spain and across Europe
We create great – We have rolled out a standard set of guidelines, called the CRE Golden Rules, to guide our people
through the negotiation process. We have also consolidated our office space by implementing new
places to work work from home policies, which have improved our people’s work-life balance, as well as delivering
that support our cost reductions
business growth
4 5
Outcomes Outlook 2023
– Since 2020, we have achieved a CHF 66 million cost – Work with innovative suppliers like Microsoft to support
reduction over the length of lease agreements against our digital agenda and develop new innovative and
our target of CHF 40 million sustainable business opportunities
– Develop a plug and play model to integrate new
companies efficiently and leverage acquisitions
to further deliver synergies across the group
– Retain cost reductions over CRE portfolio at
CHF 40 million over life cycle of leases
Manufactured capital
in action
Manufactured
capital
We are
Today’s office buildings
are more than just a reducing our
workspace. They need
to empower people
by boosting their
footprint and
productivity with access
to the right technology, working more
flexibly and
while addressing their
work-life balance, with
an emphasis on health
and well-being.
efficiently.
We are
creating modern, Making more efficient use of our space
In the Philippines, our teams were based
flexible and attractive at three large buildings that, due to new
working patterns that became more
workspaces to inspire common during the pandemic, had become
under-utilized. That’s why SGS Philippines
our people. consolidated two of its shared service
centers into a single more efficient space.
We were able to achieve an overall reduction
of 3 095 sqm of office space, halving the
space we occupy, while bringing a range
of benefits for both SGS and our people.
We started the consolidation project by
running an analysis that not only determined
the cost savings we could make, but also
how it would be possible to reduce the
overall size of our office space without
creating a problem for colleagues. In fact,
it quickly became apparent that by making
more efficient use of a smaller space, we
could offer significant benefits to our people,
introducing new IT platforms and innovations
that would make our offices an even better
place to work.
We will
improve the way we Working better together –
wherever we are
work together and Our new ways of working at these offices
in the Philippines have helped our teams
attract new talent. improve their productivity, while colleague
engagement has benefited from reliable
communication platforms, and the exciting
new collaboration and creative spaces we
have provided. This is not just good for our
existing employees, but is also important
when trying to attract talented new people to
the organization. Alongside our new working
from home policy, most colleagues attending
our offices feel they now have a better
2.25 MIO
“Our new co-work app work-life balance. We have also seen cost
means we can manage savings and other benefits in a range of areas
CHF our workspaces more – including less rent payable for the two
total cost reduction in five years buildings, and lower energy consumption.
effectively, from monitoring
One very useful innovation we have
employee traffic in the office, introduced is the SGS Co-Work app, which
3 095 sqm
to managing car parking employees can download to their mobile
spaces and our canteens.” device and use to book hot desks, shared
rooms and training rooms. This is a great
Paula Fuentebella benefit to colleagues and visitors alike, and is
reduction in office space (51%)
Communications Supervisor another example of how we are supporting
our people to thrive in whatever working
environment they choose.
1
How we develop our intellectual capital
We build – Our strategic program includes a wide range of initiatives and programs that promote a
culture of efficiency and excellence not just through the development of our people, but
capabilities that by fostering a mindset change, driving engagement and empowerment that helps us
will enable us create and spread knowledge
to deliver on – We want to provide our customers with the most efficient and cost-effective solutions for
our strategy testing by implementing a World Class Services (WCS) program along with a hub and spoke
model where applicable
– We are implementing a zero trust security model that assumes that untrusted actors already
exist inside and outside the organization’s network. Our approach relies on identity management
and governance that supports the principle of least privilege, meaning that someone only has
those privileges needed to complete their task
– We are pivoting towards a more digital business to capture market growth with the objective
of providing our operations with technology-based products to improve business results
We innovate for – We promote innovative ideas among our employees through initiatives such as our moonshot
campaigns, and provide tools and coaching that will help us develop ideas and prioritize projects
our customers with the potential to scale up to significant new revenue streams for SGS
– Within our own operations we are applying digital technologies such as machine learning and IoT
in our labs to reduce manual touch points during testing. Applying remote applications and drone
technologies to existing services is keeping our inspectors out of harm’s way while giving us new
ways to monitor and manage objects in the physical world and providing new streams of data
We inspire and – The ability of our people to innovate is integral to our success. To support them, we promote
self-directed learning, and invest in digital tools for training and development. We also tailor our
encourage our talent development programs to fit local markets, business needs and employee expectations
people to innovate
and generate new
intellectual capital
We secure our – Our information security policy describes the principles we use to prevent information from
information and being lost, from becoming public knowledge, and from being unavailable
know-how – We maintain a state of constant vigilance – through our risk analyses, our constant analysis
of tools and market solutions, and by monitoring the cyber threat landscape. That ensures we
can provide preventive, detective and corrective solutions to reduce or mitigate possible future
security incidents, with the aim of transforming security from a risk to an enabler for the business
– Our information governance framework (IGF) establishes fundamental principles designed to
create a system of behavioral guidelines, physical and technical controls that protect information
in any format, whether digital, hard copy or spoken
2
Our inputs
2022 2021 2020
Goodwill and other intangible assets CHF MIO 2 105 2 160 1 984
3
Progress during the year
We build – We have launched a permanent digital builders organization that will empower joint business and
IT teams to design and develop technology-based products to improve business results in the short
capabilities that to medium term through increased revenues or efficiency
will enable us – In 2022, four additional laboratories have embarked on their WCS journey – in India, Turkey, Peru
to deliver on and the USA. That’s one more than our initial target for the year and brings us up to a total of 26
our strategy sites in scope for the program
– We have enhanced our detection capabilities both internally and externally by extending the
capabilities and services of the security operations center. These include digital surveillance
services that provide us with early warnings of exfiltrated credentials, and cybercriminal
movements in corners of the dark web that could affect our assets
3
Progress during the year continued
We innovate for – We completed our first two moonshot (innovation) campaigns in collaboration with our Natural
Resources and Industries & Environment divisions in 2022
our customers
– Microsoft has signed an agreement to invest in SGS digital innovations over the next three years.
Taking a customer-centric approach, we will jointly explore emerging technology trends in
collaboration with Microsoft, such as AI, IoT or the metaverse, to identify new business models
for SGS and joint go-to-market opportunities
We inspire and – We partnered with two of the world’s leading business schools to create a development program
for managers to support our business growth strategy and digital awareness, and equip our
encourage our managers with new skills and behaviors to help them and their teams deliver solutions around
people to innovate transformation and digital awareness
and generate new – The program provides strategic tools, concepts and perspectives that will allow us to develop a
intellectual capital strategic response to the new digital possibilities that will support us in becoming more proactive
in the digital domain, help us turn digital threats into opportunities, create a competitive advantage
and enhance our performance. It will support our ambition to build a culture of innovation and
create a language of digital innovation
– In parallel, we have developed a comprehensive digital and innovation database containing both
learning and marketing material to help us apply digital technologies and methodologies to create
new products and services. It will also improve the way we work and the services we provide
by augmenting our physical operations with AI and machine learning
– We also conducted digital and innovation workshops, led by innovation coaches, to encourage
innovation in our teams and to boost cross-functional communication and collaboration
We secure our – We have created a holistic information security management system by adapting our processes
and methodologies to the ISO/IEC 27001 standard
information and
– Our cybersecurity plan has helped us improve our incident detection and response capabilities
know-how
– Throughout the year, our security technical office has continued to work on the framework of
policies and procedures as part of the cycle of continuous improvement, with the aim of creating
a robust risk and compliance management framework
– The adoption of information classification has also helped us understand our data and its value
better, increasing its usage within the company
– Our new IGF effectively requires sensitivity and awareness of fitness for purpose.
Corporate Security has conducted 13 pilot projects involving more than 1 000 employees across
all levels of the company and received very positive feedback
– We have appointed a full-time group data privacy officer (DPO) and local DPOs in our major
affiliates to drive and monitor compliance with policies and legislation relating to the protection
of personal data
– We are also providing induction training to all new employees to ensure a level of awareness
in managing personal data in line with the group’s exposure in this vital area
4
Outcomes
2022 2021 2020
5
Outlook 2023
– Continue the WCS journey by adding four further – Continue to enhance current technologies by adopting a zero trust
laboratories, expanding the full number to 30 in model in combination with a powerful training and awareness program
scope of the program and leveraging more of our and the advanced monitoring support of the security operations center
internal resources – The new classification system will be launched in Q1 2023. It will
– Continue the external WCS audits to measure our be accompanied by an intense training and education program to
progress in driving growth explain the concepts of information security and classification, and
– Continue to develop the learning strategy to meet to empower managers and other leaders to interpret and apply the
the upskilling needs of our workforce system to their own areas of responsibility
– Introduce an integrated talent management model – Continue the focus on personal data protection – we will launch a new
to the organization, which will include how to identify, global data privacy eLearning module in 2023, while developing a new
assess, develop and retain our talented people education, awareness and communication program on data privacy.
This will feature specific activities targeted at work involving sensitive
– Continue to engage innovators across our divisions, data and marketing data
regions and countries through our moonshot campaigns
– Improve our organizational setup for data protection with more
– Maintain the cycle of continual improvement, formalized roles and responsibilities across the accountable
conducting internal audits to verify the implementation business areas
of security controls
Intellectual capital
in action
Intellectual
capital
We are
Combining deep
product knowledge with leading the
proprietary algorithms
and AI models, Truum™
autonomously scans
way in managing
product pages, offering
retailers effortless
analysis of their catalog
data at scale.
health, saving them
time, and enabling
them to focus on
what matters most:
their customers.
We have
learned how to Identifying the real issues retailers
face with their online catalogs
speak our customers’ The rise of eCommerce has seen consumers
move from physical stores to online
language. shopping, and this shift has come with its
own set of challenges. Online shoppers no
longer interact with products – they interact
with product data and the sheer volume
of that data is staggering. There are now
millions of product data points for every
single eCommerce website.
Managing data at such a scale is close to
impossible and most retailers are unaware
of how much bad product data is polluting
their online catalogs. Not only does this
impact their eCommerce performance,
by lowering conversion rates, or increasing
returns and their regulatory exposure, but
it also significantly harms their brand image
and consumer trust.
Approaching this problem, we conducted
more than 150 interviews with online
retailers. This helped us identify the real
issues that existing systems are not solving
with their online catalog. We also learned
how to speak their language to ensure
we built a solution that truly resonates
with users and will have a positive impact
on a daily basis.
We will
help retailers develop Delivering data quality assurance
and a thriving future
their relationship with Truum is not a regular innovation, it reflects
the obsession upon which it was built
digital customers. – we start with the customer and keep
them at the center of everything we do.
Our first product, Digital Shelf Monitoring,
autonomously scans online catalogs
and inspects the product pages seen by
consumers. Our proprietary technology
automatically identifies missing, incoherent
or erroneous data points on every product
page. In a few clicks, our customers can
prioritize and share corrective actions
+20 MIO
“Combining our core product with all their data actors to get rid of bad
expertise and the latest product data, quickly and efficiently.
AI technologies, Truum Bad product data hurts online retailers’ top
product pages scanned/analyzed and bottom-lines, resulting in endless catalog
helps us pave the way for
reworks, high product returns, unexpectedly
trust in eCommerce and low conversions, dissatisfied customers and
>55%
invent solutions that not regulatory exposure. Truum delivers data
only make our customers’ quality assurance for products sold online,
lives better: it empowers allowing retailers to thrive and confidently
of product pages have issues progress in the eCommerce world. As more
their own customers.”
retailers take advantage of all that Truum has
Vincent Jeanne to offer, we believe they will regain trust in
Vice President of Global Innovation their operations and renew their relationships
with their digital customers, taking their
businesses from strength to strength.
1
How we develop our human capital
We work – Being trusted is a prerequisite of everything we do as a business. Our people do not engage in
any form of bribery or corruption, and we adhere to the legal requirements of every country where
with integrity we operate. The SGS code of integrity applies to all employees, as well as affiliated companies,
contractors, subcontractors, joint venture partners and agents
– Our code of integrity is reinforced through mandatory annual integrity training, and we require
all new employees to complete the same training within three months of joining us
We respect – Our absolute commitment to human rights is grounded in our SGS code of integrity and our SGS
business principles. It is also reflected in our human rights policy, supplier code of conduct and
human rights other relevant policies. We follow the principles of the United Nations Global Compact and United
Nations Guiding Principles on Business and Human Rights. These incorporate by reference the
rights and principles expressed in the International Bill of Human Rights and in the International
Labour Organization Declaration on Fundamental Principles and Rights at Work with its eight
core conventions
– As part of our continuous effort to respect human rights, we have put in place numerous policies,
programs and plans to prevent and mitigate the risk of our business causing or contributing to
adverse impacts to human rights
We attract, – Our global Employer Value Proposition (EVP) of #Bethechange and #BeSGS guides us and helps
us to attract, engage and retain the best people in a very challenging labor market. The four pillars
develop and retain of our EVP define the essence of our employer brand and are complemented by our integrated
the best talent talent management and total reward strategy
We commit to – Our culture of diversity and inclusion makes us more competitive and creates value for our
customers, investors and employees. Our commitment to diversity and equal opportunities
diversity and equal is expressed in our business principles, our code of integrity, our human rights policy and
opportunities our anti-discrimination and dignity at work policy
– We do not tolerate any form of discrimination and are proud to be known as a diverse employer
– We value the skills, knowledge and cultural diversity that people bring to our organization and
actively seek to engage them within our teams
– We are committed to paying our employees equally for work of equal value and conduct regular
analyses to ensure this remains the case
We engage – We invest in benefits, programs and services to support each dimension of our employees’
well-being – physical, mental, social, professional and financial. We also value feedback
with and care and encourage employees to voice their opinions via our voluntary annual employee
for our people’s engagement survey
well-being
We provide a – To achieve our operational integrity (OI) mission, we develop safety initiatives around eight areas:
(i) visible leadership; (ii) performance management; (iii) resources and skills; (iv) training and
safe and healthy awareness; (v) communications; (vi) risk management; (vii) health, safety and environmental
environment (HSE) compliance; and (viii) digitalization, recognizing the important benefits technology can
bring to our work in OI
– We run a bi-annual Health & Safety (H&S) survey to check that safe operations and practices are
in place in workplaces and facilities. It is an opportunity to assess how employees and contractors
perceive the value of H&S initiatives and for us to identify improvements opportunities
2
Our inputs
– 97 000 (average number of employees) – 15 SGS Rules for Life
3
Progress during the year
We work – We built a network of regional compliance managers across our regions. We also implemented
with integrity policies in relation to risk management of third parties and sanctions
We respect – In 2022, our human rights task force progressed in the development of our human rights due
human rights diligence program. We also updated our group policy on human rights in line with the United
Nations Guiding Principles on Business and Human Rights, clarifying our focus areas. We provided
a mandatory online training program for all our employees
– We also published our first SGS human rights report this year and an update report regarding our
2022 operations can be found in the appendix, page 228. The report consolidates the principles,
policies and initiatives that demonstrate our human rights commitment. Our aim is to improve
transparency to our stakeholders, and to report openly on our progress
We attract, – We continued to roll out our talent acquisition tool Smart Recruiters during the year. The tool is
develop and retain now used in 55 countries and covers about 90% of open positions globally. It helps our teams
streamline their recruitment processes, improves service levels and increases the speed of hiring.
the best talent We have also engaged with a reputable, global pre-employment screening provider to reinforce
our commitment to employing honest, trustworthy people
– We conducted a full talent review and succession planning exercise that included the review
of our top 100 critical jobs across the business, by geography and function. We also partnered
with a well-known global consulting firm to conduct a leadership assessment, to provide feedback
to our leaders, and help to determine our leadership development needs. An action plan is in
place and we are tracking its progress
– More than 100 leaders participated in different leadership programs, with 50% of our leaders
completing programs across a range of subjects
– 82 000 of our employees are registered in SGS Campus, our global e-Learning platform.
Each affiliate and division use this tool to provide targeted learning and training programs
to local employees and global teams
– Our UK affiliate opened the resource and learning center ’becoming a manager’, in SGS Campus.
It aims to help their employees to seamlessly transition to managerial roles
– Our global divisions use SGS Campus to upskill their global teams in a range of technical areas,
such as inspection procedures and sampling. Our affiliates also provide on-the-job training and
some of them kicked off mentoring and coaching programs like the UK, who opened a virtual
learning center to help their employees transition to managerial roles
We commit to – The diversity of our Board members continues to progress with 33% of positions being held
diversity and equal by women and eight out of nine board members are ethnically diverse
– Our workforce represents nationalities from 118 countries, territories and regions across
opportunities five generations demonstrating our competitive advantage. The unique backgrounds and
perspectives that each nationality and generation brings helps us thrive
– To address generational issues, SGS Germany created a ‘shadow board’, a group of 14
non-executive employees between the age of 25-35 years that work with senior executives
on strategic initiatives. The shadow board helps SGS Germany address young employees’
lack of sense of belonging within the company, and the company’s ability to adapt to rapidly
changing market needs. It also promotes dialog between generations, supporting new
perspectives and fresh ideas, as well as providing a platform for the younger generation
to increase their visibility and add the benefits of their insights
– We continue to impose a diversity target for gender representation of interviewed candidates
for all management/leadership positions. About 36.8% of our new hires are women worldwide
– More than 300 managers participated in an unconscious bias webcast training during the year.
The training explains that how a person thinks can be based on life experiences which may
lead to unfair beliefs and views of others
– SGS Switzerland progressed on its diversity goals obtaining equal salary certification,
a symbol of excellence in terms of equal pay for all its employees
– SGS France held events to coincide with the 26th annual European Week for the Employment
of People with Disabilities including inviting Paralympics medal winning table tennis player,
Thu Kamkasophou, to share her story and advice. They also conducted a webinar for people
managers on how to integrate disability into their day-to-day work, and conducted a DuoDay,
where they welcomed people with a disability to pair up with SGS employees to share experiences
Human capital
continued
3
Progress during the year continued
We engage – We formed a cross-functional well-being working group to further develop our global employee
and care for well-being program and launched a campaign to raise awareness and increase employee
participation in our well-being initiatives
our people’s – We launched the first group-wide well-being portal providing a single place to share global
well-being well-being initiatives and ideas. It promotes successes of local initiatives and offers numerous
online courses designed to increase happiness, build more productive habits, and develop
skills that help to increase resilience
– We continue to offer flexible working where the nature of the work allows. A hybrid workplace
model not only enables us to attract and retain talent but supports employee well-being
– We encourage each affiliate to develop an employee recognition program based on their local
needs and culture. This improves motivation, and helps individuals feel valued in their roles
– In South and Central America we have implemented numerous programs to recognize our
employees’ and teams’ accomplishments. An example is Colombia’s ‘Extra Mile’ program,
which seeks to promote a culture of recognition based on our employees demonstrating
SGS values in their achievements and behaviors. The program began in 2021, and this year,
SGS Colombia has recognized 360 employees who went the ‘Extra Mile’. They are proud
and happy to be part of this initiative, receiving recognition from colleagues, and sharing
prizes in their personal network
– Our annual employee engagement survey helps us understand how colleagues feel about
working for SGS. In May 2022, more than 28 000 colleagues from 37 affiliates were invited
to complete the catalyst survey. More than 79% provided feedback, our overall employee
engagement index was rated at 69/100 and our manager effectiveness index was rated
at 72/100
– These results demonstrate that our employees recognize our strengths in: role clarity
(employees clearly understand what is expected from them in their role), highlighting the
efforts our managers have made to clearly express team expectations, even when many
work remotely; and safety and ethics (employees feeling safe at their workplace and
employees being encouraged to behave ethically), both key areas for SGS
– Country action based on the survey plans have been developed and are being executed
by our affiliates
We provide a – Our global H&S survey delivered many positive outcomes, such as the confidence to stop any
safe and healthy work if unsafe, the willingness to report all H&S issues, and the overall satisfaction with H&S
training. Some clear opportunities for improvement were identified, including clarifying the
environment purpose of our H&S actions, increasing the quality of dialog between managers and employees,
and improving the H&S onboarding which have been beneficial to safety at SGS
– Globally, a number of pioneer countries, such as Spain, Bangladesh, Turkey, France, Algeria,
Morocco, South Africa and Peru, have been selected to work jointly with global and regional
H&S teams. Their aim is to develop and put in place solutions that involve managers,
employees and specific experts, that we hope will result in improvements
– At a global level we launched three main initiatives to address some of the challenges highlighted
by the global H&S survey. First, our new global H&S vision considers all of our stakeholders’
expectations, and is known as ‘Because We Care.’ Based on care, inclusion, listening and
increasing ownership, it is part of a more human centric approach to addressing H&S; the
second initiative was the launch of the Safety LeaderSHIFT program, equipping our leaders
with practical tools and insights to demonstrate care to their teams, while encouraging a culture
of accountability on H&S; and third was Safety Month 2022, dedicated to the shared vigilance
concept, promoting both self-care and care for others. Under our motto, ‘See Something,
Say Something’, employees were introduced to the ‘Intervention’ process with practical
workshops and live events, covering safety and neurosciences, and how we can work
together safely
– We have been developing complete fire safety assessments on 20 sites in different
countries to upgrade their fire protection systems in line with our insurance company’s
standards. These assessments are in addition to their visits to our key sites (where the
insured values are above CHF 10 million), and have led to more than 200 actions to
improve safety, including fire safety training and better control of inventory. We have
also implemented new fire protection equipment in business critical sites, where a fire
could have severe consequences for our people and our strategic assets
4
Outcomes
2022 2021 2020
5
Outlook 2023
– Expand our network of regional compliance managers – Further develop our well-being strategy in collaboration with an
– Perform integrity audits throughout the SGS network external expert
– Strengthen our human rights due diligence, with special – Continue to provide well-being training programs to our managers
focus on further identifying and mitigating risks and employees – by further building our well-being culture we will
improve employee engagement and retain our talent
– Continue to embed and promote our employee value
proposition and employer brand and develop a better, – Continue analyzing the global H&S survey results to assess the
more efficient talent acquisition delivery model globally impact of the global efforts made by the countries to address their
challenges, especially the pioneer ones
– Continue to provide training and include digital
elements within our talent acquisition and talent – Explore further opportunities to improve onboarding and the
development strategy well-being of employees and evaluate our well-being baseline
and set improvement targets
– Maintain our focus on gender equality and
generational diversity
Human capital
in action
Human
capital
We are
At SGS we share
responsibility for our promoting a
health and safety.
We are all empowered
and trusted to act
culture of caring
to improve our own
and others’ health
and safety, while
throughout SGS.
acting to preserve
the environment
through conscious and
responsible decisions.
We have
made solid progress, Engagement, leadership
and commitment
but we need to Over the last decade, we have acted
and implemented systems, programs and
go further. actions across our sites and reached a level
of health and safety that is close to our
goal. Disappointingly though, our Health,
Safety and Environment (HSE) results are
now ‘plateauing.’ We continue to work hard
to understand the reasons for this plateau.
First of all, we think it is important to set
the right priorities and look beyond the
immediate benefits, as this will help us
mitigate any risks. In order to achieve these
objectives on our health and safety journey
we need engagement, leadership and
commitment from everyone.
We all have a role to play in our
health and safety, whether we are at
management level or out in the field.
That means engaging in constant dialog
and learning of all HSE matters. We must
adopt the correct behaviors and aim
to be a role model for others.
We will
work to become Our new HSE vision – Because We Care
We are taking further actions that will improve
a company where our HSE performance. We made a lot of
progress setting up reactive and proactive
everyone goes systems and now we are moving towards
cultural aspects. 90% of accidents are
home safely. caused by unsafe behavior. Behavior is not
the problem but a symptom that needs to be
adjusted. To better understand the symptoms
that lead to an incident we are examining the
human psychological aspects to improve our
prevention programs. In 2021, we conducted
a global employee perception survey.
This survey helped us identify employees’
main concerns and delivered candid feedback
on their experiences with our HSE initiatives.
We are fully convinced that if we demonstrate
care to our workers, they will not only take
care of themselves, but also of others. This is
230+
“We truly believe that if we why we believe that promoting a culture of
demonstrate care to our caring will help us make SGS a safer and
healthier company.
workers, they will not only
operations managers have been trained take care of themselves, One of the key programs to support our
as safety leaders in five countries new HSE vision is the Safety LeaderSHIFT.
but also of others.” It’s a program designed for SGS leaders
19
Nassim Beneddine and provides an insight into what they can
Global OI Head – Learning, do to improve their people´s health and safety
Resources and Cultural Change thinking and behaviors.
The Safety LeaderSHIFT program was first
sessions organized in 2022 launched in Lima, Peru, in May, at an event
attended by 70 operational leaders and local OI
employees. Since then, further LeaderSHIFT
sessions have been held as the program
visited Spain, Benelux, France and Germany.
We aim to continue the deployment in these
existing countries and extend the program
globally, with the support of local champions,
until all managers are in scope.
SGS | 2022 Integrated Report
72 Management
report
1
How we develop our social and relationship capital
We engage with – Our brand is a vital tool, both for our business and for all of the stakeholders that interact with us.
It helps consumers to recognize quality and safety; it helps employees and prospective employees
our customers to connect to our identity and values; and it helps prospects and customers to find us and do
business with us
– Our divisions each have a customer care department, connecting customers to the relevant parts
of SGS. Each of these departments works hard to adapt our communication channels to meet our
customers’ needs
– We tailor our web presence to local needs in more than 80 countries and over 20 languages.
These websites fulfill many functions, including business and corporate information, knowledge
sharing, online engagement (including chat services), certification and document verification
We collaborate – We collaborate with more than 50 000 global, regional and local suppliers worldwide, enabling us
to prioritize our sustainability and innovation goals. While maintaining solid partnerships with our
with suppliers key strategic suppliers to generate long-term growth, we also work closely with local suppliers.
This allows us to seek new opportunities for development and collaboration, which will support
and benefit the communities where we operate
We use – Procurement plays a key role in supporting our sustainability ambitions through effective
collaboration with our suppliers, which drives growth, innovation and productivity. Our supply
procurement to chain is an important part of our value chain and we are serious about our responsibility to embed
drive sustainability sustainability in our suppliers’ operations
– We include sustainability criteria in the selection of our suppliers, monitor their risk through our
Self-Assessment Questionnaire (SAQ), and work closely with them on the development of global
and local sustainability initiatives
We support our – We are committed to investing in the communities where we operate, and we do so across
three pillars: empowerment, education and environmental sustainability. Through our community
communities investment program, we help to tackle global challenges such as poverty, equal opportunities,
health, education, climate change and environmental degradation
2
Our inputs
– SGS Community Program – More than 50 000 suppliers – Voice of the Customer program
3
Progress during the year
We engage with – We launched a new SGS online store strategy in 2022, providing a new digital sales channel for local
our customers affiliates to administer, helping them prioritize online sales and facilitate a faster go-to-market. We have a
new agile platform which was piloted in Germany, the Netherlands and New Zealand. This allows teams
to add new services to the platform quickly with reduced implementation costs. Launch of the platform
was achieved in just one week and it has already provided an improved customer journey
– We track customer sentiment annually through our global Voice of the Customer (VoC) program.
In 2022, we expanded the program to cover 27 affiliates across six regions, gathering the voice of
19 000 customers. This represents a massive improvement in geographical coverage compared to
prior years, as well as a robust improvement in customer diversity per affiliate, with surveys sent
to key accounts and a proportionately relevant sample from all divisions of other customers
– The global VoC program is now the source for our customer satisfaction (CSAT) results, replacing
the Laboratory Excellence program. Our CSAT results are shared with all relevant stakeholders
across the organization and corrective actions are developed to increase customer satisfaction.
CSAT results were 84.5% in 2022, very close to our 2023 target of 85%, although slightly lower
than prior years due to the expansion of location and type of customers surveyed
– In 2022, we migrated our corporate website to a new platform, and began consolidating all local
corporate websites on the new platform under a single domain. This is a secure and futureproof
environment, offering smarter and faster internal operations with reduced manual work, and
new, industry-leading ways to interact with our audiences and service their needs. It gives us a
competitive advantage by further strengthening our leadership position as the number one online
authority for the TIC industry. All remaining local corporate sites will be migrated and consolidated
during 2023
3
Progress during the year continued
We collaborate – Business continuity remained a challenge in 2022 due to the pandemic, bottlenecks in supply
with suppliers chains and geopolitical conflicts. That’s why we have put such an emphasis on supplier
collaboration to ensure the supply chain in all the countries we operate, with constant reviews
of the market conditions, global backorders with high dependency products such as lab
consumables, chemical products and IT equipment. We have avoided long delays by working
with our suppliers on portfolio substitution and rationalization, which has mitigated the effects
of global supply chain issues
– Reducing the risk of price increases has been another business continuity challenge in 2022.
Many of the actions we have taken with our suppliers have been to anticipate risks, standardize
payment terms and compliance, set up mitigation plans or promote more effective tendering
– Managing CHF 2 billion third-party spend, we have reinforced the value of procurement by
strengthening the collaboration among global, regional and local procurement teams to find
synergies, optimize our savings and support our operations
– Procurement is a key enabler for capturing innovation from our partner ecosystem to the SGS
group, carrying out more than 200 sourcing events related to business innovation and digital
transformation in 2022. New agreements and partnerships will also bring efficiency and growth
in the SGS Digital Transformation Journey, improving the way we work in areas such as
information security, production and delivery services
– Our Supplier Relationship Management (SRM) program is a systematic approach to evaluating
and engaging with our suppliers. Through the SRM program we aim to develop and leverage the
way we work with suppliers based on their risk to the business and the potential of added value
solutions to our stakeholders. SRM is focused on developing long-term relationships with our most
strategic suppliers to create business, innovation and sustainability opportunities. The program
is also there to increase collaboration among our global, regional and local teams, enabling us
to manage suppliers and key categories in a more efficient manner
We use – We have started rolling out our new self-assessment questionnaire (SAQ) for strategic suppliers.
procurement to This includes the definition of a new process that considers supply chain risk management and
mitigation plans for high-risk vendors. The first phase, in Q4 2022, covered our strategic global
drive sustainability suppliers and strategic local suppliers from four countries. By the end of 2023, we plan to extend
the use of the SAQ to all countries in scope
– We deployed the new SGS Supplier Segmentation in more than 25 countries and with over 6 000
top suppliers. This segmentation will not only leverage our category management but will also
allow us to put in place more efficient sustainability-driven projects by supplier segment
– We continued to promote our commitment to best practices in sustainability and ESG by making
adherence to our code of conduct part of our tendering and contracting processes
We support our – The development of our new community strategy has been a priority in 2022, and this will be
communities launched in the early months of 2023
– During the year, we have also worked with our regional and local sustainability network to promote
community investment with a special focus on volunteering. We have now made it mandatory for
all affiliates to organize volunteering activities. This commitment to volunteering, in kind and cash
donations, helps us to contribute towards our global priority sustainable development goals. We
are also committed to finding and supporting more online community volunteering opportunities.
Our affiliates continue to participate in global initiatives that support local communities, like the
SGS People 15 Day Challenge and the SGS Academy for the Community
4
Outcomes
2022 2021 2020
* This is a satisfaction score on a 0-100% scale. The data sources used are the global VoC program in 2022 and the Laboratory Excellence Program for previous years.
Following a change in the methodology, data of the actual year is now reported.
5
Outlook 2023
– Continue and strengthen the VoC program to reach – Start our procurement transformation project (‘Horizon’)
85% CSAT, while increasing the sample size to gather to support our business in a more impactful way, by further
statistically relevant results by affiliate and by division developing our agility, collaborative mindset and impact on
– Full rollout of SGS online stores for those countries SGS financial performance
which want to start the online selling journey – Extend supplier SAQ to all affiliates in scope
– Continue to focus on brand awareness – helping – Launch and deploy our new community strategy
consumers to recognize the SGS brand as an – Continue promoting volunteering activities throughout
authority on quality and safety, in turn benefiting the network
our market leadership
Social and
relationship capital
in action
Social and
relationship capital
We are
Through our SGS
Academy for the committed
Community program,
we bring training to
disadvantaged people
to supporting
who do not have access
to the opportunities people in our
communities.
some of us take
for granted.
We have
helped people to Providing a helping hand
across the world
be more employable In many of our communities, we see a
vicious cycle whereby people cannot afford
and productive. an education, so they remain unqualified and
therefore cannot find well-paid employment.
Through the SGS Academy for the Community,
we continue to provide high-quality technical
training free of charge, to people earning
less than the average living wage in the
communities in which we operate.
During the year, SGS Academy for the
Community provided support and training
for people in Pakistan, Ghana, India,
Bangladesh, Turkey and the UK.
For example, in Pakistan we trained people
with disabilities who had completed their
graduation but had not been able to become
economically independent. By training these
people in ISO management systems, we gave
them an opportunity to enter the workplace.
We also provided support to professionals with
low skills, upskilling them and making them
more employable and productive.
In Turkey we trained 225 female unemployed
environmental engineers and students on
integrated management systems, which will
enhance their employability.
And in Ghana we trained women from four
shea butter cooperatives in low-income
neighborhoods. They learned about good
manufacturing practices and hazard control.
This enabled them to increase the quality of
the shea butter they make, a product that is
used in beauty products in western countries,
and most importantly it has helped them
guarantee their jobs in the longer term.
We will
continue to support Generating opportunities
for individuals to thrive
economic development The ongoing aim of the program is to
support economic development by
worldwide. enhancing individuals’ employability and
improving their qualifications, so they can
seek better paid positions. In deciding what
+600
“We are passionate, courses to offer, we consider the local
employment market in each country.
considerate and fully
The program shares our philosophy of
understand that there are continual improvement by reaching out
people trained by the SGS people in the world who need
Academy for the Community and educating individuals and communities,
a helping hand to get them which in turn supports an improvement
on the road to personal and in the quality of life for many others.
1
How we manage our natural capital
Our Climate – Our climate change strategy focuses on three main pillars:
Change Strategy 1. Reducing energy consumption at source: our main sources of CO2 emissions come from
buildings and vehicles – we have specific programs such as the Energy Efficiency in Buildings
(EEB) program to address these sources of emissions
2. Using renewable energy whenever possible
3. Offsetting all residual emissions
– Our employees are an essential part of the journey we are on, and the environmental awareness
initiatives we develop are an important part of this. We encourage employee participation to
strengthen their and our commitment and we are keen to take their initiatives and suggestions
into account
We promote the – While we produce relatively little waste, we do need to carefully consider the way we handle chemicals,
circular economy test samples, paper, plastic and organic waste at our offices and laboratories in order to preserve
natural resources
2
Our inputs
2022 2021 2020
3
Progress during the year
Leading In 2022 we became the first TIC company to receive approval for our 1.5ºC and net-zero targets
from the Science Based Target initiative (SBTi).
decarbonization
Aligned with the 1.5ºC objective from the Paris Agreement, we have committed to reach net-zero
path following greenhouse gas (GHG) emissions across the value chain by 2050. To achieve this objective, we
SBTi have approved near and long-term science-based emissions reduction targets with the SBTi:
Near-term targets:
– We commit to reduce absolute scope 1 and scope 2 GHG emissions 46.2% by 2030 from
a 2019 base year
– We also commit to reduce absolute scope 3 GHG emissions 28% by 2030 from a 2019 base year
Long-term target:
– We commit to reduce absolute scope 1, 2 and 3 GHG emissions 90% by 2050 from a 2019
base year
Our direct emissions reductions will be prioritized, and all residual emissions will be neutralized
in line with SBTi criteria before reaching net-zero emissions by 2050.
In addition, we have been carbon neutral since 2014, meaning that so far, while reducing our absolute
emissions year-on-year, we have compensated our residual emissions using avoidance off-sets.
In our sustainability journey, while prioritizing the reduction of absolute emissions, we aim to gradually
transition from using avoidance off-sets to exclusively removal off-sets.
Evaluating and managing the risks associated with climate change remains a priority for us, and
we are supporters of the Task Force on Climate-related Financial Disclosures (TCFD). We are
well ahead of the mandatory implementation of the TCFD recommendations, recently approved
in Switzerland, and we have adopted their recommendations around governance, strategy, risk
management, and metrics and targets. In 2022, we have worked to quantify the financial impact
of some of our key risks and opportunities. The result of this analysis is available in our TCFD
appendix to this report.
3
Progress during the year continued
We reduce energy – Our Energy Efficiency in Buildings (EBB) program is our flagship program to target our major source
of energy consumption. In 2022, we enhanced our IT tool to help us manage and visualize data,
consumption as well as analyze and compare buildings from an energy-intensity prospective.
– By focusing our energy reduction efforts on our highest consumption buildings, we have
demonstrated that we can make a significant impact on our energy levels. The 701 buildings
we currently have in our EEB program account for 80% of our electricity and non-transport
fuel consumption. We have now approved a global capex fund to support EEB measures and
incentivize local investments. In specific, we’ve improved our electricity intensity per revenue
by 5% compared to last year. We’ve intensified our investment in on-site photovoltaic systems,
which led us to multiply by six the amount of renewable electricity directly generated in SGS
buildings compared to the previous year
– For new buildings, the SGS green building guidelines are applied, enabling us to rate facilities
based on KPIs spanning energy, water and pollution; to transport, building materials and
employee well-being
– In 2022, we approved our vehicle emissions policy. Our goal now is to continue innovating with
our 10 000 strong car fleet, so that by 2025 it emits 40% less carbon, and that by 2023 10% of
our cars make use of low-carbon technologies (increasing to 50% by 2030). These technologies
include, for example, full electric, plug-in hybrid, hybrid and ethanol
– After buildings and vehicles, energy use across our IT infrastructure and data centers is an important
priority for us. Our new sustainable IT activation plan promotes optimization in cloud migration,
hardware and e-waste management, and we now manage more than 80% of our workloads via
the cloud. We have downsized the data center at our Swiss headquarters, while migrating our
enterprise resource planning platform to a cloud data center in Europe
– We are also replacing devices with new ones that are more aligned with our sustainability
standards. This has meant updating our purchase catalog to include a range of new devices or
models from manufacturers like HP and Lenovo that adhere to stronger sustainable standards
– Our power reduction policy is helping us to move devices into a special mode that saves energy.
This policy is being implemented globally, and is based on the principle that a device should start
to consume less energy after four minutes of inactivity, and provide maximum energy saving after
just 15 minutes, compared to a three-hour period under our previous policy
– We are investing in both renewable energy certificates and onsite self-generation facilities (solar
panels). So far, 97% of the electricity consumed by SGS comes from renewable sources, and
we are working towards closing that gap as far as possible
We reduce waste – We have continued to develop our waste reduction initiatives, especially for plastic waste. We are
and conserve working towards embedding the circular economy into our operations – keeping resources in use
for as long as possible, extracting the maximum value from them, then recovering and regenerating
water products and materials at the end of their service life
– We engage in various initiatives that help us monitor the amount of water we use and minimize
consumption across all our operations. As a company, we are not a highly intense consumer of
water, so this is not such a material topic for us. However, we remain committed to ensuring we
have efficient water management strategies in place. Within our EEB program, which is primarily
focused on our energy reduction efforts, we also assess water consumption and installations,
so that we can make recommendations for site-specific water efficiency improvements
4
Outcomes
2022 2021 2020
CO2e thousand metric tons* 116 505 115 303 110 137
EEB program energy conservation measures identified (cumulative) 786 708 471
* Market-based figures. Excludes district heating and refrigerant gases emissions due to unavailability of data. 2021 and 2020 data are recalculated and no longer include
business travel category of scope 3 in line with our new SBTi targets.
5
Outlook 2023
– Develop a policy to include circular economy principles – Refine our green IT initiatives and promote them via regional
into our waste and water management and local IT
– Track compliance of our new vehicle emissions policy – Continue replacing local network equipment in all countries,
– Continue deploying our Energy Efficiency in consolidating in the cloud
Buildings program – Increase our environmental awareness initiatives to guide
– Reinforce our IT Activation Plan with communications our employees on how to contribute to decrease our impact
across the network as a company
– Re-evaluate the scope and criteria of our Green Building – Continue adopting the TCFD recommendations
Guidelines as continuous improvement process
Natural capital
in action
Natural
capital
We are
We have supported
our customer in their developing
transition toward a
circular economy for the
mining sector to reuse
innovative
damaged leaching layflat
hose – transporting solutions for a
circular economy.
the layflat hose to our
workshop to repair and
make them reusable in
a sustainable way.
We have
reduced industrial Enabling our customers to reuse
vital equipment
waste and delivered Our customer BHP Escondida is the world’s
largest producer of copper concentrates
cost savings. and cathodes. They use layflat hoses as an
essential input for the assembly of leaching
ponds in their metal extraction process.
When leaching layflat hoses are damaged,
they are normally disposed of as standard
waste in garbage dumps and replaced,
as they cannot be recovered in any form.
This poses a challenge to BHP Escondida
in their supply chain – specifically, with
the availability of these replacement
layflat hoses.
As part of the solution we provided to
our customer, our team now inspects the
hoses for damage, and where needed we
take them to our workshop to be cleaned,
disassembled, reconditioned and tested,
before returning them to the site for reuse.
This not only lowers our customer’s impact
on the environment, it reduces the new
materials they need as well as their costs, as
well as increasing their operational efficiency.
We support
our customers to Protecting the environment
This solution is in line with our commitment
make mining more to promote sustainable mining and to
support our customers in meeting their
sustainable for commitments to the environment.
Now, BHP Escondida receives a product that
future generations. was previously a waste at their operation, yet
it offers the same performance and quality
standard as the original hose. This reduces
their industrial waste by 50% and achieves
savings of more than 20% compared to
sourcing brand new hoses.
For the wider mining sector we have
50%
demonstrated that certain materials that are
currently disposed of could potentially be
recovered. It shows that we can all move
towards a more sustainable mining industry,
material recovered and reused while ensuring efficiency of operations.
We will seek opportunities to replicate this
+20%
project in other industries, wherever we
can put our principles into action to achieve
a positive outcome. Working closely with
our customers, we believe we can leave a
costs saved prosperous legacy for future generations.
Our contribution Through our client services and our own operations,
to the SDGs we make a measurable contribution to the Sustainable
Development Goals (SDGs). We are committed to
increasing this contribution year-on-year. To help track
and report our wider contribution to society and the
planet, SA30 is mapped to the 11 SDGs, out of 17,
that are most relevant to our business activities.
Our contribution
to the SDGs
continued
Environmental-DNA
(E-DNA) solutions
From our Global Biosciences
Center, we are trialling E-DNA
solutions for biodiversity
assessments in the mining,
construction and waste
sectors. Solutions using
E-DNA will support rapid and
remote biodiversity surveying
for clients.
Read more online
We are
ensuring
good corporate
governance.
This Corporate Governance report informs
shareholders, prospective investors and
society on SGS’s policies in matters
of corporate governance, such as: the
structure of the Group, shareholders’ rights,
the composition, roles and duties of the
Board of Directors and its committees
and Management, and internal controls
and audits. This report has been prepared
in compliance with the Swiss Exchange
(SIX) Directive on Information relating to
Corporate Governance of 18 June 2021 and
with the Swiss Code of Best Practice for
Corporate Governance. The SGS Corporate
Governance framework aims to achieve an
efficient allocation of resources and clear
mechanisms for setting strategies and
targets, in order to maximize and protect
shareholder value. SGS strives to attain this
goal by defining clear and efficient decision-
making processes, fostering a climate of
performance and accountability among
managers and employees alike and aligning
employees’ remuneration with the long-term
interests of shareholders.
Group structure
Chief Executive Africa & Western North & Central Finance, M&A, IT Connectivity Health &
Officer Europe Europe & Procurement & Products Nutrition
Eastern Europe & North East Asia Human Industries & Natural
Middle East Resources Environment Resources
3. Board of Directors The Board has set out criteria for the selection
of new directors and has conducted a
At the Annual Shareholders Meeting
of March 2022 Ms Phyllis Cheung was
The Board of Directors is the highest search which has resulted in changes to the appointed to the Board of Directors along
governing body within the Group. It is the composition of the Board of Directors in 2020, with the re-election of all incumbent
ultimate decision-making authority except 2021 and 2022. The aim of this exercise is members of the Board of Directors.
for those decisions reserved by law to the to ensure that the Board is continuously in Biographical information on former members
Annual General Meeting. a position to provide leadership, strategic of the Board of Directors is available in the
oversight and guidance and contribute to corporate governance reports of prior years.
3.1. Members of the Board setting ambitious targets for the Group and The members of the Board of Directors at
meeting long-term value creation objectives. 31 December 2022 were as follows:
of Directors
This section presents the Members of the The competencies sought by the Group for
Board of Directors of the Company with their its Board of Directors include experience of
functions in the Group, their professional senior executive leadership in international
backgrounds and all their material positions businesses, strategic planning, finance,
held outside the Group in governing and technology and innovation. When selecting
supervisory boards, management positions candidates to the Board of Directors, the
and consultancy functions, official tenures Company has due regards to the experience,
and political commitments, both in professional qualifications, areas of expertise,
Switzerland and abroad. age, gender and national background as
well as leadership style, so that at all times,
the Board and its committees have the
required skills.
Board members key industry experience based on the Global Industry Classification Standard (GICS):
Consumer Consumer Information Communication
Industrials Discretionary Staples Healthcare Financials Technology Services
Calvin Grieder
Sami Atiya
Paul Desmarais
Ian Gallienne
Tobias Hartmann
Shelby R. du Pasquier
Kory Sorenson
Janet Vergis
Europe, Africa and Middle East 67% Female 33% Between 3 and 6 years 36%
* Listed company.
* Listed company.
The Directors bring a wide range of experience The Board has concluded that its members 3.4. Elections and terms of office
and skills to the Board. They participate fully are independent on the basis of these The articles of association of SGS SA
in decisions on key issues facing the Group. criteria, with the exception of Shelby du provide that each member of the Board
Their combined expertise in the areas of Pasquier (whose tenure exceeds 12 yearly of Directors, and among them the Chair of
finance, commercial law, digital, cybersecurity, terms), Ian Gallienne and Paul Desmarais the Board of Directors and the members of
innovation, strategy and sustainability, and (both being representatives of a significant the Remuneration Committee, is elected
their respective positions of leadership in shareholder owning more than 10% of the annually by the shareholders for a period
various industrial sectors are important shares of the Company). ending at the next Annual General Meeting.
contributing factors to the successful None of the members of the Board of Each member of the Board is individually
governance of an organization of the size Directors exercise nor have they exercised elected. There is no limit to the number of
of the SGS Group. an executive role or operational management terms a Director may serve. The initial date
The Board undertakes a periodic review tasks for the Company or any entity of the of appointment of each board member is
of the Directors’ interests in which all Group. None of them have any significant indicated in Section 3.1.
potential or perceived conflicts of interests business connection with the Company
and issues relevant to their independence or the Group. 3.5. Internal organizational structure
are considered. In line with this review, the The remuneration of the members of The duties of the Board of Directors and its
Board has set a target stating that at least the Board of Directors is detailed in the committees are defined in the Company’s
60% of its members and members of its Remuneration report. The Chair of the articles of association and in its internal
committees will be independent and to plan Board, jointly with members of the Board regulations, which are reviewed periodically.
the succession of members accordingly. of Directors, assesses periodically the They set out all matters for which a decision
The Board of Directors considers the performance of the Board as a whole, by the Board of Directors is required.
following criteria to assess the independence of its committees and of each of its
In addition to the decisions required by
of its members: individual members.
Swiss company law, the Board of Directors
1. The director must not have been On the basis of this periodic assessment, approves the Group’s strategies and key
employed by the Company in an executive changes to the composition of the board business policies, investments, acquisitions,
capacity within the last five years membership are regularly proposed to the disposals and commitments in excess of
2. No family member of the director is Company’s Annual General Meeting. delegated limits.
employed or was employed during the This periodic performance evaluation is
3.5.1. Allocation of tasks within
past three years by the Group in any designed to ensure that the Board is always
the Board of Directors
management capacity in a position to provide an effective oversight
and leadership role to the Group. The Chair of the Board is elected by the
3. Neither the director or a family member Annual General Meeting. He or she plans
has received any payments from the and chairs the board meetings, defines
Group other than board remuneration 3.2. Other activities the agenda of the meetings and conducts
approved by the Annual General Meeting and vested interests the deliberations of the Board of Directors.
4. The director is not acting (and must Other activities and vested interests of All members of the Board of Directors
not be affiliated with a Company that the members of the Board of Directors participate in deliberations of the Board
is acting in material manner) as an are indicated in Section 3.1. and participate equally in its decisions.
advisor or consultant to the Company Within the limits permitted by law or by
or a member of the Company’s the articles of association, the Board of
3.3. Limits on external mandates
Senior Management Directors can decide to delegate certain of
The Company’s articles of association limit
5. The director must not be affiliated the number of mandates permissible to its tasks to standing or ad-hoc committees.
with a significant customer or supplier board members. With the exception of the members of the
of the Company Remuneration Committee, who are elected
These rules limit the number of mandates by the shareholders, the members of other
6. The director must have no personal that board members can accept to no more
services contract(s) with the Company committees are appointed by the Board.
than 10 board memberships in entities
or a member of the Company’s outside the Group, of which a maximum
Senior Management of five memberships may be in boards of
7. The director must not be affiliated companies whose shares are traded on a
with a not-for-profit entity that receives stock exchange. Mandates assumed at the
significant contributions request of a controlling entity do not count
from the Company towards the maxima defined in the articles
8. The director must not have been a partner of association.
or employee of the Company’s external In addition, the articles of association limit to
auditor during the past three years 10, the permissible participations in boards of
9. The director must not have any other association and other nonprofit organizations.
conflict of interest that the Board All board members have confirmed that they
determines to mean they cannot comply with these rules.
be considered independent
10. Any director who has served for more
than 12 consecutive terms is no longer
considered as independent
3.5.2. Members’ list, tasks and area of responsibility for each committee of the Board of Directors
The following chart describes the committees and their membership as at 31 December 2022:
Calvin Grieder
Sami Atiya
Ian Gallienne
Tobias Hartmann
Shelby R. du Pasquier
Kory Sorenson
Janet Vergis
Chair Member
The Board of Directors expects its members to attend and participate actively in its meetings and meetings of its committees and has set
a minimum target of attendance at 75% of meetings. The chart below summarizes the attendance by each board member in 2022 at the
meetings of the Board and the respective standing committees.
3.5.3. Working methods of the 3.6. Definition of areas In accordance with the Company’s internal
Board and its committees of responsibility regulations, operational management of
The Board of Directors and each committee the Group, a function which the Board of
The Board of Directors is responsible for the
convene regularly scheduled meetings Directors has delegated, is the responsibility
ultimate direction of the Group. The Board
with additional meetings held as and of the Operations Council. The Operations
discharges all duties and responsibilities
when required, in person or by phone Council has the authority and responsibility
that are attributed to it by law. In particular,
conference. The Board and the committees to decide on all issues that are not attributed
the Board:
may pass resolutions by written consent. to the Board of Directors. In the event of
Each board member has the right to request • Leads and oversees the conduct, uncertainty on a particular issue regarding
that a meeting be held or that an item for management and supervision of the separation of responsibility between the
discussion and decision be included in the the Group Board of Directors and the management,
agenda of a meeting. • Determines the organization of the final decision is taken by the Chair
the Group of the Board.
Board and committee members receive
supporting documentation in advance of the • Assesses risks facing the business The Chair of the Board is regularly informed
meetings and are entitled to request further and reviews risk management and of the activities of the Operations Council
information from the Management in order mitigation policies by the CEO, the Chief Financial Officer
to assist them to prepare for the meetings. • Appoints and removes the Group’s CEO and the General Counsel.
The Board and each of the committees and other members of management The Operations Council is chaired by the
can request the attendance of members of • Defines the Group’s accounting and CEO and consists of those individuals
the management of the Group. The Board control principles entrusted with the operational management
and each of the committees are authorized • Decides on major acquisitions, of the Group’s activities, as follows:
to hire external professional advisors to investments and disposals • The Chief Operating Officers (COOs) are
assist them in matters within their sphere • Discusses and approves the Group’s responsible for operations in the Group’s
of responsibility. strategy, financial statements and seven regions (see Section 1.1.)
To be adopted, resolutions need a majority annual budgets • The Executive Vice Presidents (EVPs)
vote of the members of the Board or • Prepares the General Meetings are entrusted with the management
committee, with the Chair having a of Shareholders and implements and development of the Group’s five
casting vote. shareholders’ resolutions business divisions (see Section 1.1.)
The Board and its committees convene • Notifies the judicial authorities in the • The Senior Vice Presidents (SVPs)
as often as required. In principle the event of insolvency of the Company, represent the principal group support
Board meets at least four times a year, as required by Swiss law functions (Finance, Human Resources,
i.e. once every quarter. The Audit Committee Corporate Communication, Sustainability
meets at least three times a year, i.e. & Investor Relations and Legal
once before the publication of the annual and Compliance)
and half-year results, and once outside these The composition, role and organization of the
periods, to review and approve the scope of Operations Council are detailed in section 4.
internal and external audit. The Sustainability
Committee and the Remuneration
Committee meet at least once a year.
3.7. Information and control During board meetings, the Board is updated E. Other
instruments vis-à-vis the on important issues facing the Group. In addition, the main divisions have
The CEO, the Chief Financial Officer and specialized technical governance units,
management the General Counsel and Chief Compliance which ensure compliance with internally
A. Responsibility of the Board Officer (hereafter ‘senior management’) set quality standards and industry best
The Board of Directors has ultimate attend all of the Board of Directors meetings, practices. Formal procedures are in place
responsibility for the system of internal while other Operations Council members for both internal and external auditors to
controls established and maintained by attend from time to time to discuss matters report their findings and recommendations
the Group and for periodically reviewing under their direct responsibility. The Board of independently to the Board’s
its effectiveness. Internal controls are Directors meets regularly with the members Audit Committee.
intended to provide reasonable assurance of the Operations Council.
against financial misstatement and/or loss, F. Risk assessment
During board meetings or committee
and include the safeguarding of assets, The Board conducts on a yearly basis an
meetings, board members can request any
the maintenance of proper accounting assessment of the risks facing the Group.
information concerning the Group. The Board
records, the reliability of financial information This process is conducted with the active
reviews and monitors regularly and formally
and compliance with relevant legislation, participation and input of the management.
previous acquisitions and large investments
regulation and industry practice. Once identified, risks are assessed according
as well as the implementation of related
to their likelihood, severity and mitigation.
B. Governance framework Group strategies.
The Board deliberates on the adequacy of
The Group has an established governance The Group has a dedicated Internal audit
measures in place to mitigate and manage
framework, which is designed to oversee function, reporting to the Chair of the Board
risks and assigns responsibility to designated
its operations and assist the Company in and the Audit Committee, which assesses
managers for implementation of such
achieving its objectives. The main principles the effectiveness and appropriateness
measures. As part of this process, the
of this framework include the definition of of the Group’s risk management, internal
ownership of and accountability for identified
the role of the Board and its committees, an controls and governance processes as well
risks are approved by the Board.
organizational structure with documented as the reliability of internal financial and
delegated authority from the Board to operational information, and ensures that The implementation of such actions is
management, and procedures for the the standards and policies of the Group audited by internal audit. These findings are
approval of major investments, acquisitions are respected. Internal audit reviews and communicated to the Board of Directors
and other capital allocations. identifies areas of potential risk associated so that progress and identified risks can be
with the key business activities performed monitored objectively and independently
The CEO and the Chief Financial Officer from management.
by a particular office, highlights opportunities
attend the meetings of the Board of
for improvement and proposes constructive The risks identified and monitored by the
Directors and the Audit Committee.
control solutions to reduce any exposures. Board fall broadly into three categories:
The group controller and the head of the
internal audit function attend the meetings All key observations are communicated to first, environment risk, which includes
of the Audit Committee. the Operations Council and the Chair of the circumstances outside the Group’s direct
Board through formal and informal reports. sphere of influence, such as competition
The SVP of Human Resources attends the and economic or political landscape; second,
meetings of the Remuneration Committee, The Audit Committee is regularly
process risks that include risks linked to the
and Nomination Committee, and the informed about audits performed and
operations of the business, the management
General Counsel and Chief Compliance important findings, as well as the progress
of the Group and the integrity of its
Officer attends all meetings of the Board in implementing the agreed actions
reputation in the marketplace; and third,
of Directors and its committees. by management.
risks associated with information and
The other members of the Operations D. General Counsel and Chief decision-making.
Council and other members of management Compliance Officer For each of the risk categories and within
only participate in the Board and committee Furthermore, the Group has a compliance these categories, for each significant
meetings by invitation. The Board and each function, headed by the General Counsel risk identified, the Board deliberates on
of its committees meet from time to time and Chief Compliance Officer, who reports proposed mitigation, risk avoidance or risk
in private sessions, outside of the presence to the Audit Committee and the Board transfer measures and approves action
of management. of Directors and has direct access to the plans designed to control such risks.
C. Information to the Board Chair of the Board. The Board receives regular updates on
The Board of Directors is constantly informed The compliance function supports the the implementation of risks mitigation
about the operational and financial results implementation of a compliance program measures and their effectiveness is tested
of the Group by way of detailed monthly based on the SGS code of integrity, available by Internal Audit which reports to the Board,
management reports, which describe the in 30 languages. The goal of the program respectively the Audit Committee.
performance of the Group and its divisions. is to ensure that the highest standards of
integrity are applied to all of the Group’s
During each board meeting, the CEO and
activities worldwide in accordance with
the Chief Financial Officer present a report
international best practices. The General
to the Board of Directors on the operations
Counsel and Chief Compliance Officer
and financial results, with an analysis of
reports violations of compliance rules every
deviations from prior year and from current
semester to the Sustainability Committee.
financial targets.
The Committee monitors disciplinary
actions taken and the implementation
of corrective actions.
Previous responsibilities
2013-2020: EVP, Oil, Gas and Chemicals
2007-2013: EVP, Oil, Gas and Chemicals Services
and Environmental Services
2005-2007: COO, Eastern Europe and Middle East
2004: COO, North America and
Managing Director, Canada
SGS | 2022 Integrated Report
Management Corporate Remuneration Financial Non-financial Appendix
report governance report statements statements 99
In addition, the articles of association set limits 5.2.2. Rules on loans, credit facilities Shareholders can give specific or generic
to participations in boards of association and and post-employment benefits voting instructions to the independent proxy
other not-for-profit organizations to no more Loans granted to members of the governing on all matters on the agenda of the General
than 10 such memberships. bodies of the Company may not exceed one Meeting of Shareholders. These instructions
year of remuneration and must be granted at can be issued in written form, or by
4.5. Management contracts market conditions. As at 31 December 2022 electronic transmission.
The Company is not party to any management (same as at 31 December 2021), no loan or The voting of resolutions by electronic votes
contract delegating management tasks to advance is granted by the Group to members is authorized by the articles of association,
companies or individuals outside the Group. of the Operations Council. within the modalities defined by the Board
of Directors.
5.2.3. Rules on vote on pay
5. Compensation, The Annual General Meeting approves the
6.2. Statutory quorums
following matters related to the compensation
shareholdings and loans of the Board and Operations Council: The General Meeting of Shareholders can
• It approves the fixed fees payable to the validly deliberate regardless of the number
5.1. Content and method of of shares represented at the meeting.
determining the compensation Board of Directors until the next Annual
General Meeting Resolutions are adopted by the absolute
and the shareholding programs majority of votes cast unless Swiss company
• It approves in advance a prospective
The Group’s overriding compensation law mandates a special majority.
maximum fixed remuneration to the
policies are defined by the Board of Directors.
Operations Council during the next
The objectives of these policies are twofold: 6.3. Convocation of General
financial year
1) to attract and retain the best talent available
• It approves the total aggregate amount Meetings of Shareholders
in the industry, and 2) to motivate employees
payable to the Operations Council for the The rules regarding the convocation of General
and managers to create and protect value
performance-related annual bonus related Meetings of Shareholders are in accordance
for shareholders by generating long-term
to the prior year with Swiss company law.
sustainable financial achievements.
• It approves the maximum amount payable
In line with these principles, board members
under Long-Term Incentive plans to be 6.4. Inclusion of items
are entitled to a fixed fee, which takes
introduced by the Company on the agenda
into account their level of responsibility.
• Resolutions of such matters are binding The agenda of the Annual General Meeting
Members of the Operations Council receive
to the Board of Directors. In addition, the is issued by the Board of Directors.
a fixed remuneration and are entitled to
Annual General Meeting is invited to cast a Shareholders representing shares with a
a performance-related annual bonus and
non-binding vote on the Remuneration report minimum par value of CHF 50 000 may
a Long-Term Incentive plan.
that describes the Company’s remunerations request the inclusion of an item on the agenda
The Annual General Meeting approves the policies. This allows shareholders to express
compensation payable to the Board and of the Annual General Meeting, provided that
a view on the overall policies of the Group such a request reaches the Company at least
the Operations Council. The rules on the in relation to remuneration
vote on pay applicable in the Group are 40 days prior to the meeting.
explained below.
The ultimate responsibility for defining
6. Shareholders’ 6.5. Registration in the
remuneration policies and deciding on all participation rights share register
matters relating to remuneration rests with The Company does not impose any deadline
the Board of Directors, subject to decisions All registered shareholders receive a copy
for registering shares prior to an Annual General
that require binding resolutions of the Annual of the half-year and full-year results upon the
Meeting. However, a technical notice of two
General Meeting. The Board of Directors publication of such results by the Company.
business days is required.
is assisted in its work by a Remuneration They can request a copy of the Company’s
Committee, which is elected by the Annual annual report and are personally invited to
General Meeting. attend the Annual General Meeting. 7. Change of control
and defense measures
5.2. Rules on approbation by the 6.1. Voting rights and
No restriction on changes of control is included
annual shareholders’ meeting of representation restrictions
in the Company’s articles of association.
All registered shareholders can attend the
executive pay
General Meetings of Shareholders and
5.2.1. Rules on performance-related pay exercise their right to vote. A shareholder may 7.1. Duty to make an offer
and allocation of equity-linked instruments also elect to grant power of attorney to an In the absence of any specific rules in the
The Company’s articles of association define independent proxy appointed by the Company Company’s articles of association, any investor
the principles of the variable remuneration or to any other registered shareholder. or group of investors acquiring more than
and the allocation of shares or equity- There are no voting restrictions, subject 33.3% of the shares and voting rights of
linked instruments to the members of the to the exclusion of nominee shareholders the Company has the duty to make a public
Operations Council. Please refer to the representing undisclosed principals, as offer in compliance with the applicable
Remuneration report pages 105 to 107 detailed in Section 2.6. Swiss takeover rules.
for a description of the Company’s rules
in the matter. 6.1.2. Rules on instructions to the 7.2. Clauses on change of control
independent proxy and electronic
In the event of changes in composition of There are no general plans or standard
participation in the annual
the Operations Council occurring after the agreements offering specific protection to
shareholders’ meeting
approval by the Annual General Meeting of board members, senior management or
the fixed remuneration of the executive team, Shareholders have the opportunity to give employees of the Group in the event of a
the Board is authorized to increase up to a general or specific voting instructions to the change of control, subject to the standard
maximum of 25% the amount authorized independent proxy, who is elected by the rules regarding termination of employment.
by the shareholders for that purpose. General Meeting of Shareholders.
Switzerland 24%
Other 23%
We are
driving fair and
equitable remuneration
policies and practices
aligned with our
sustainability ambitions.
The SGS Remuneration report provides an
overview of the SGS remuneration model,
its principles and programs and the related
governance framework. The report also includes
details on the remuneration of the Board
of Directors and of the Operations Council
related to the 2022 business year. The SGS
Remuneration report has been prepared in
compliance with the ordinance against excessive
compensation (OaEC) at listed joint-stock
companies, in effect as of 1 January 2014, the
Swiss Code of Best Practice for Corporate
Governance of economiesuisse, revised on
29 February 2016, and the Swiss Exchange
(SIX) Directive on Information relating to
Corporate Governance, revised on 18 June
2021, and according to the articles of association
of SGS SA, as approved by the shareholders at
the Annual General Meeting in 2015.
1. Introduction by the Since 2015, the Board of Directors has implemented the
consultative vote on the remuneration report and the binding
Remuneration Committee vote on compensation amounts at the Annual General Meeting.
The Committee received significant support in its activities and
On behalf of the Remuneration Committee, I am pleased to present direction through positive votes at the Annual General Meeting
the SGS Remuneration report for the year ended in December 2022. 2022, and will continue with the same ‘say-on-pay’ vote structure
I would like to start by thanking Shelby du Pasquier for his valuable at the forthcoming Annual General Meeting 2023:
contribution during his tenure as Chair of the Remuneration • Consultative vote on the remuneration report
Committee and express my sincere gratitude for his support and
advice since I took over the role. I would also like to thank my • Binding vote on the prospective maximum remuneration amount
colleagues for their engagement throughout the year; there were of the Board of Directors until the next Annual General Meeting
many challenges to overcome and accompanying opportunities • Binding vote on the retrospective short-term variable remuneration
to be seized. amount of the Operations Council members for the business
Our aim going forward is to further strengthen our attractiveness year 2022
and retention power towards our existing and future talents, driving • Binding vote on the prospective maximum fixed remuneration
fair and equitable remuneration policies and practices aligned with amount of the Operations Council members for 2024
our sustainability ambitions, our diversity, inclusion and well-being • Binding vote on the prospective maximum value of the grants
initiatives, and our purpose of enabling a better, safer and more awarded under the long-term incentive plan to the Operations
interconnected world. Council members in 2023
During 2022 the Committee reviewed the remuneration of the
On the following pages, you will find detailed information about
Board of Director members, with two main drivers: from one side,
our remuneration model, its principles and programs, and the
align their remuneration level to the prevalent market practices of
remuneration awarded to the Board of Directors and the Operations
the Swiss listed companies of similar size, and from the other side
Council related to the business year 2022. I hope that you find
deliver part of the remuneration in restricted shares, in support of the
this report informative. The Committee has sought to promote a
newly introduced shareholding requirement. Details on the Board
remuneration environment that is fully aligned with the purpose and
of Directors’ new remuneration levels and vehicle, and shareholding
the strategy of the group, its short-term and long-term performance,
requirement, are disclosed in section 3.1. and 4. of this report.
the interests of our shareholders, and relevant market practices
In 2022 the transition of the long-term incentive for Operations and trends.
Council members and selected senior managers, from one grant
I look forward to your support on the 2022 annual remuneration
every three years to a system with annual grants, was completed
report at the Annual General Meeting.
and, after the 2021 transition plan, the first annual plan was granted.
Details on the 2022 grant are disclosed in section 5.3. of this report.
The Committee reviewed and approved the contractual terms and Sami Atiya
conditions, including remuneration, of one new member of the Chair of the Remuneration Committee
Operations Council, appointed during 2022; the changes in the
composition of the Operations Council are disclosed in section 4.
of the Governance Report.
The table below summarizes the votes of the Annual General Meeting on the remuneration matters in the last five years.
Consultative vote on the remuneration report 89.79 94.50 93.05 92.70 83.94
Binding vote on the prospective maximum remuneration amount
of the Board of Directors 98.72 98.09 98.13 95.51 97.81
Binding vote on the prospective maximum fixed remuneration amount
of the Operations Council members 75.61 80.28 95.58 94.37 96.11
Binding vote on the retrospective short-term variable remuneration amount
of the Operations Council members 95.97 97.17 97.39 96.95 97.02
Binding vote on the value of the grants awarded under the long-term
incentive plan to the Operations Council members1 96.63 – – 96.40 96.88
1. Until 2020, the SGS Long-Term Incentive plan provided a grant every three years.
2. Remuneration policy and principles In line with its anti-discrimination and dignity at work policy, SGS is
committed to promoting equal opportunity for all employees and
an environment in which all members of the workplace treat all
2.1. Remuneration general principles individuals both in the workplace and in other work-related settings
The general principles of remuneration of the members of the Board at all times with dignity, consideration and respect.
of Directors and the members of the Operations Council are defined All employment related decisions, including compensation, benefits
in the articles of association (Art. 28, Art. 29, Art. 30, Art. 31 and Art. and promotions, will be solely made on the basis of an individual’s
32; link to the SGS articles of association: https://www.sgs.com/ qualifications, performance and behavior or other legitimate business
en/-/media/sgscorp/documents/corporate/sgs-legal-status-en-fr.cdn. considerations. SGS does not tolerate any discriminatory practices,
en.pdf). in particular based on age, civil partnership, disability, ethnicity, family
The remuneration of the members of the Board of Directors is status, gender, gender identity, ideological views, marital status,
defined with two main objectives: (i) to compensate their activities nationality, political affiliation, pregnancy, religion, sexual orientation,
and responsibilities as the highest governing body of the group and social origin or any other status that is protected as a matter of
their participation in the committees established within the Board local law.
of Directors, and (ii) to guarantee their independence in exercising Method of determination of remuneration levels – benchmarking
their supervisory duties towards the executive management.
SGS is a global company, operating in a broad range of sectors;
The remuneration of the members of the Operations Council is the determination of the remuneration levels of the Operations
defined with two main objectives: (i) to attract and retain the best Council members must consider both global and local practices.
talents available in the industry, and (ii) to motivate them to create We periodically compare our compensation practices with those
and protect long-term sustainable value for our shareholders of other similar global organizations:
and society.
• Competitors in the testing, inspection and certification industry:
The members of the Board of Directors receive a fixed ALS, Applus+, Bureau Veritas, Eurofins, Intertek, Mistras, Team
remuneration only. (the peer group of companies considered for the performance
The members of the Operations Council receive a fixed conditions of the long-term incentive plan, see section 3.2.4.)
remuneration and a variable remuneration linked to short-term • The SMI and SMIM-listed companies not belonging to the
and long-term results. capital markets, insurance and pharmaceuticals sectors of
Remuneration Board of Directors Operations Council
comparable size.
component (non-executive) (executive)
The elements of executive remuneration benchmarked include
Fixed remuneration annual base salary, other fixed remuneration elements, short-
term and long-term incentives, and benefits. To ensure proper
Short-term variable benchmarking, we use a proprietary job evaluation methodology.
remuneration Since half of our Operations Council members are based outside
Long-term variable Switzerland, we use information published by reputable data
remuneration providers, including Mercer and Willis Towers Watson, related
to both the Swiss market and the other markets where the
Operations Council members are based.
2.2. Remuneration policy for As a reference point, SGS targets the median compensation level
the executive management of the peer group.
The company’s remuneration policy applicable to the executive The company has not used external paid advisors to perform salary
management (Operations Council members) is defined by the Board benchmarks since 2015, relying instead on available market data.
of Directors in support of the company’s purpose of adding value No third-party services provider was engaged to perform such
to society by enabling a better, safer and more interconnected benchmark in 2022.
world, its business strategy of profitable growth, and in line with its
business principles: integrity, health, safety & environment, quality
2.3. Remuneration governance
& professionalism, respect, sustainability, leadership & innovation.
The Annual General Meeting approves every year the maximum
The remuneration system for the Operations Council members aggregate amount of remuneration of the Board of Directors.
operates according to four main principles: Within that limit, the Board of Directors is responsible for determining
• Market competitiveness the remuneration of the Chair and the directors. It also decides on
the remuneration and terms of employment of the CEO. In addition,
– Remuneration levels are in line with competitive
the Board of Directors defines general executive remuneration
market practices
policies, including the implementation and terms and conditions of
• Internal equity long-term incentive plans, as well as the financial targets relevant
to any incentive plan.
– Remuneration programs link remuneration to the level of
responsibility and the skillset required to perform the job
• Pay for performance
– A substantial portion of remuneration is directly linked to
business and individual performance
• Long-term value creation and alignment to shareholders’ interests
– Part of remuneration is delivered in equity subject to a multi-year
vesting period
2.3.1. Remuneration Committee The following chart summarizes the authorization levels for the main
The Board of Directors is assisted in its work by a Remuneration decisions relating to the compensation of the Board of Directors and
Committee (“the Committee”), which consists of non-executive the Operations Council members. When reviewing and deciding
Directors. The Committee acts in part in an advisory capacity on executive remuneration policies, the Committee and the Board
to the Board of Directors, and in part as a decision-making body of Directors have access to group human resources staff and may
on matters that the Board of Directors has delegated to the use third-party consultants that specialize in compensation matters.
Committee. The Committee reviews regularly, at least once In 2022, neither the committee nor the Board of Directors had
a year, the compensation of each member of the Operations recourse to such external advisors.
Council (including the CEO) and decides on all matters relating
to the remuneration of these executives.
Remuneration report
The following directors served on the committee during their 2.3.2. Shareholders’ engagement
mandate from Annual General Meeting 2022 to 2023: As has been the case since the 2015 Annual General Meeting,
• Sami Atiya (Chair) the company will continue to submit the remuneration report to
a consultative shareholders’ vote at the Annual General Meeting,
• Ian Gallienne
so that shareholders have an opportunity to express their opinion
• Kory Sorenson about our remuneration model.
In 2022, the Committee met three times, attended by all members, In addition, as required by the ordinance against excessive
and handled several matters pertaining to remuneration outside compensation (OaEC) for Swiss corporations, the aggregate
scheduled meetings. The Chair of the Remuneration Committee amounts of remuneration to be paid to members of the Board of
reports to the Board of Directors after each meeting on the activities Directors and the Operations Council are subject to the approval
of the Committee. The minutes of the committee meetings are of the shareholders in form of a binding vote on remuneration.
available to the members of the Board of Directors. Generally, The procedure on the vote is defined in the articles of association
the Chair of the Board attends the meetings of the Committee, and foresees separate votes on (i) the maximum remuneration of
except when matters pertaining to his own compensation are the Board of Directors for the period until the next Annual General
being discussed. Meeting, (ii) the maximum fixed remuneration of the Operations
Selected members of the Operations Council, the CEO, the senior Council for the next calendar year, (iii) the variable remuneration
vice president of human resources and the global head of total awarded to the Operations Council in respect of the previous
reward may be asked to attend the meetings in an advisory capacity. calendar year, and (iv) the maximum amount to be granted to the
They do not attend the meeting when their own compensation Operations Council under any long-term incentive plan during the
or performance are being discussed. current calendar year.
Shareholders’ vote
2022 2023 2024
at the 2023 AGM
3. Remuneration model For the mandate Annual General Meeting 2022 to 2023, the Board of
Directors reviewed the remuneration of its members, and defined the
following changes:
3.1. Structure of remuneration of the Board of Directors • An increase of the board retainer for the Chair and the board
Members of the Board of Directors receive a fixed remuneration only. members, to align with prevalent practices of Swiss publicly traded
They are entitled to a fixed annual board membership fee (annual board companies of similar size (see section 4. of this report for the
retainer) and additional annual fees for participation in board committees new amounts)
(committee fees). The annual board retainer of the Chair of the Board • A new remuneration settlement scheme, with a portion of
includes his or her attendance to any committee of the Board, whether remuneration to be settled in restricted shares
as a voting member or in an advisory capacity. By agreement with the
relevant tax authorities, part of the remuneration of the Chair of the • The introduction of shareholding requirements
Board may be settled as representation fees. Directors do not receive The aggregate amount of the new board remuneration was submitted
additional compensation for attending meetings and do not receive any to the Annual General Meeting for approval.
variable remuneration.
Each board member will receive 25% of the annual board retainer
The table below summarizes the remuneration elements of the in the form of shares restricted for a period of three years ending
members of the Board of Directors. on the third anniversary of their award. The restricted shares will be
Representation fees
awarded after the Annual General Meeting during which the board
(subject to agreement member is elected to their position. The number of restricted shares
Annual Committee fees with relevant tax awarded will be determined by dividing the cash value of 25% of the
Board retainer (per Committee) authorities) annual board retainer by the average closing share price during the
Chair 20-day period following the payment of the dividends after the Annual
General Meeting. Fractions will be rounded down to the nearest whole
Board number; the balance, if any, will be settled in cash, payable with the
members next installment of the fees. Such restricted shares may not be sold,
donated, pledged or otherwise disposed of to third parties during the
The remuneration to the members of the Board of Directors is subject three year restriction period. In case of change of control or liquidation,
to employer social charges according to Swiss legislation. or in case a member of the board ceases to exercise their mandate
following death or permanent disability, the restriction period of the
The amounts of the remuneration elements for the Chair and the shares lapses. The shares remain restricted in all other instances.
other board members are defined by the Board of Directors every
year. The maximum total amount is subject to the binding vote of The portion of remuneration settled in cash is paid in two installments,
the Annual General Meeting. in June and December of the calendar year.
In determining the amounts of the compensation elements, the Board Members of the Board of Directors do not hold service contracts
of Directors considers the prevailing practices of the Swiss publicly and are not entitled to any termination or severance payments.
traded companies belonging to the SMI or SMIM indexes, with market They do not participate in the company’s benefit schemes and the
capitalization of similar size, and not belonging to the capital markets, company does not make any contributions to any pension scheme
insurance and pharmaceuticals sectors. on their behalf.
Board members are required to accumulate during their tenure a
number of shares equivalent in value to two years of remuneration.
SGS | 2022 Integrated Report
108 Remuneration
report
The table below summarizes the various components of the remuneration of the Operations Council members.
Remuneration Remuneration Performance
element vehicle Drivers measures Purpose Plan period
Fixed remuneration
Annual base salary Cash Position and experience, n/a Attract and retain Continuous
market practice key executives
(benchmarking)
Benefits Contributions Market practice n/a Protect executives Continuous
to pension plans against risks,
and insurances, attract and retain
other contributions,
allowances,
benefits in kind
Variable remuneration
Short-term incentive 50% cash Annual financial Group revenue, group Pay for 1-year
50% restricted performance, individual NPAT2, group ROIC3, performance performance
shares performance group free cash flow, period
against leadership regional and division 3-year deferral
competency model profit, regional and period
and ESG1 metrics division NWC4,
leadership multiplier
Long-term incentive Performance Long-term financial Relative TSR5, Reward for long-term 3-year
share units and non-financial ESG1 metrics performance, align performance
(PSUs) performance compensation with period
the interests of the
shareholders
1. ESG: environmental, social and governance. 2. NPAT: net profit after tax. 3. ROIC: return on invested capital. 4. NWC: net working capital. 5. TSR: total shareholder return.
The remuneration of the members of the Operations Council is subject to employer social charges, according to the legislation in force in
their country of employment.
3.2.1. Fixed remuneration: annual base salary 3.2.3. Short-term variable remuneration
The base salaries of the CEO and each Operations Council The CEO and the other members of the Operations Council are
member are reviewed annually based on market data for similar eligible for a performance-related annual incentive (the “short-term
positions in those companies and geographies against which the incentive”). The short-term incentive is designed to reward the
group benchmarks itself. In addition to individual performance CEO and the other members of the Operations Council for the
and contribution and business performance and results, the annual financial performance of the group and its businesses, and
deciding body considers the scope and complexity of the areas for the demonstration of leadership behaviors in line with the SGS
of responsibility of the position, skillsets, experience required to competency model and the group’s sustainability ambitions.
perform the job, and relevant market practice in the industry. The short-term incentive plan is reviewed annually to ensure its
3.2.2. Fixed remuneration: benefits alignment with the group’s business strategy and value to society
ambitions. For the performance year 2022, only a minor change in
Benefits include the employer’s contributions to pension plans, the
the KPIs compared to 2021 was implemented: for the executive vice
employer’s contributions to insurances for health, life, disability and
presidents, heads of divisions, 10% of the incentive opportunity is
other risks, other cash contributions and allowances, and benefits in
now linked to the division net working capital, replacing the division
kind. They are awarded in accordance with prevailing practices in the
operating free cash flow, to ensure better consistency between
country of employment of the members of the Operations Council.
divisions and regions in managing the net working capital.
Swiss-based Operations Council members participate, on the same
The table below summarizes the short-term incentive components
basis as other Swiss employees of the group, in the company’s
for the CEO and the other members of the Operations Council.
pension scheme. Each participant can choose between three levels
of employee contributions (“standard”, “plus 2” and “maxi”), defined Other Operations
based on the participant’s age; the company contributes an amount Short-term incentive component CEO Council members
equal to one and a half times the participant’s contribution at the
Annual financial performance
“standard” level. Flexibility is granted to employees who wish to
fund a potential retirement before the normal age, and to those Leadership behaviors
who wish to continue working after the age of 65.
The target incentive is expressed as a percentage of the annual base Annual financial performance
salary and varies depending on the role. For the CEO, the target Each year, an annual business plan is derived from the long-term
incentive amounts to 100% of annual base salary, while the target strategic plan and sets the business objectives to be achieved during
incentive for the other members of the Operations Council varies the year.
between 65% and 90% of annual base salary. The key performance indicators used in the short-term incentive
The table below summarizes the annual incentive opportunity for to measure the annual financial performance of the group and its
the CEO and the other members of the Operations Council. businesses include measurements of growth (top-line contribution),
profitability (bottom-line contribution), cash generation and efficient
Other Operations
CEO Council members use of capital, and thus reflect the financial performance of the
company in a balanced manner. Those financial metrics are cascaded
Incentive frequency Annual Annual
consistently throughout the organization to ensure collective
Minimum incentive opportunity alignment. The CEO and the heads of corporate functions (SVPs)
as % of base salary 0% 0% are measured on the financial performance of the group, while
as % of target incentive the other members of the Operations Council are measured on
opportunity 0% 0% the financial performance of the group and on the financial
performance of their own division (EVPs) or region (COOs).
Target incentive opportunity
as % of base salary 100% 65-90% At the beginning of each year, based on a recommendation by
the CEO, the Board of Directors sets the target values of the key
Maximum incentive opportunity
performance indicators used in the short-term incentive, in line
as % of target incentive
with the annual business objectives.
opportunity 250% 250%
as % of base salary 250% 162.5-225%
The table below summarizes the key performance indicators applicable to the CEO and the other members of the Operations Council.
Heads of Corporate Heads of Divisions Heads of Regions
CEO Functions (SVPs) (EVPs) (COOs)
Group Profitability Group NPAT Group NPAT Group NPAT Group NPAT
results (bottom-line) 25% 25% 25% 25%
Growth Group revenue Group revenue Group revenue Group revenue
(top-line) 25% 25% 25% 25%
Efficient use Group ROIC (Organic) Group ROIC (Organic)
of capital 25% 25%
Cash Group free cash Group free cash
generation flow (organic) flow (organic)
25% 25%
Division Profitability Division profit
results (bottom-line) 40%
Cash Division NWC
generation 10%
Regions Profitability Regional profit
results (bottom-line) 40%
Cash Regional NWC
generation 10%
For each key performance indicator, a pay-out curve is defined according to the following principles:
• A threshold (minimum level of performance to trigger a pay-out, and below which the pay-out is zero), a target (expected level of
performance that triggers a pay-out equivalent to the target incentive), and a maximum (level of performance that triggers the highest
pay-out, and above which the pay-out is capped) are defined
• The lowest pay-out (triggered by the threshold performance) and the highest pay-out (triggered by the maximum performance) are defined
• The pay-out for performances between threshold and target and between target and maximum are calculated by linear interpolation
The chart below shows the pay-out curves for the group net operating profit after taxes (NPAT), group revenue, group return on invested
capital (ROIC), group free cash flow (FCF), divisional profit, regional profit.
200%
150%
Pay-out %
100%
50%
0%
80% 100% 133.3% 200%
Performance %
The pay-out curve for regional and divisional net working capital (NWC) is defined by the CEO at the beginning of the performance year
together with the objectives for each performance metric.
At the end of the performance period, the results for each key performance indicator are assessed against the pre-defined target and the
pay-out curve to determine a pay-out factor. The weighted average of the pay-out factors of each key performance indicator corresponds
to the overall financial performance pay-out factor.
An example of the calculation of the financial performance pay-out factor for an executive vice president is described in the chart below.
Leadership multiplier
The members of the Operations Council are also rewarded for the demonstration of leadership behaviors in line with the SGS competency
model and with the SGS sustainability ambitions. These criteria encompass a broader range of values than the three metrics used for the
determination of vesting of the long-term incentives (LTI). Their final incentive amount is calculated by multiplying the financial performance
pay-out factor by a leadership multiplier.
The leadership multiplier is determined for each executive based on an assessment of their behaviors against: i) the leadership competency
model of SGS in the areas of innovation, people management and change management, and ii) environmental, social and governance (ESG)
metrics aligned with the group’s sustainability ambitions. The assessment of the CEO is conducted at year end by the Board of Directors,
while the assessment of the other members of the Operations Council is conducted by the CEO and approved by the Remuneration
Committee. The assessment leads to a leadership multiplier that can range between 70% and 125%.
An example of the calculation of the final incentive amount for an OC member is described in the chart below.
Termination of employment
In case of termination of employment for any reason except for cause, if the last day of employment is on or after December 31 of the
respective business year, the executive is eligible to the full annual incentive payment. The annual incentive is paid fully in cash after the
approval at the Annual General Meeting.
In case of termination for cause before the date of payment, irrespective of whether the last day of employment is before or after
December 31 of the respective business year, the executive has no entitlement to receive any annual incentive payment.
In case of resignation, and if the last day of employment is before December 31 of the respective business year, the participant has
no entitlement to receive any annual incentive payment.
If employment ceases due to death or disability before December 31 of the respective business year, the annual incentive payment is
calculated pro-rata (calendar days) based on the Board of Directors’ best estimate of the performance on the last day of employment.
The annual incentive is paid fully in cash shortly after the last day of employment, as soon as administratively possible.
In case of retirement or termination not for cause before December 31 of the respective business year, the annual incentive payment
is calculated pro-rata (calendar days) based on actual performance at the end of the performance year, and it is paid fully in cash after
the approval at the Annual General Meeting.
The table below summarizes the rules in case of termination of employment.
Last day of employment Last day of employment
before December 31 between December 31 and AGM
Incentive Incentive
opportunity opportunity
Termination (target Incentive Payment Payment (target Incentive Payment Payment
reason incentive) pay-out date vehicle incentive) pay-out date vehicle
Termination Zero Zero – – Zero Zero – –
for cause
Resignation Zero Zero – – Full Based After AGM 100%
on actual approval cash
performance
Death or Pro-rated Based Shortly after 100% Full Based Shortly after 100%
disability on calendar on estimated the termination cash on actual the termination cash
days performance date performance date
Retirement, Pro-rated Based After the AGM 100% Full Based After AGM 100%
termination on calendar on actual approval cash on actual approval cash
not for cause days performance performance
Other Operations
CEO Council members
The PSUs granted under the long-term incentive vest after The list of the peer group companies is illustrated in the table below.
a performance period of three years, conditionally upon the
achievement of pre-defined performance objectives and subject ALS Applus+ Bureau Veritas Eurofins
to continuity of employment of the beneficiaries during the Intertek Mistras Team
vesting period.
The long-term incentive plan is reviewed annually to ensure its The vesting level for the TSR is defined as follows: 150% vesting
alignment with the group’s business strategy and value to society if SGS is ranked first among the eight companies (including SGS)
ambitions. No change in the structure of the long-term incentive composing the peer group, 125% vesting if SGS is ranked second,
plan was implemented in 2022; the only difference compared to 100% vesting if SGS is ranked third, 50% vesting if SGS is ranked
the 2021 transition plan was in the size of the grants. Details on fourth, and zero vesting if SGS is ranked fifth or worse.
the value of the 2022 grants in comparison with the 2021 grants The ESG metrics have been selected by the Board of Directors in line
are disclosed in section 5.3. of this report. with the company’s sustainability ambitions, in the areas of diversity
and inclusion (women in leadership positions), health and safety
Performance conditions (lost time incident rate) and environment protection (greenhouse
The performance conditions of the long-term incentive consist gas (GHG) emissions).
of the following key performance indicators: The vesting level for the ESG metrics is defined based on the
• Relative total shareholder return (rTSR1) (relative SGS performance company’s achievements against pre-defined performance levels
compared with the peer group), accounting for 80% of the and can range between zero (in case the performance of two of
incentive opportunity the metrics is below target) and 150% (in case the performance
of all three metrics is at maximum or above).
• Environmental, social and governance (ESG) metrics, accounting
for 20% of the incentive opportunity
The TSR of the group will be compared to the TSR of a group of
seven peer companies, selected by the Board of Directors as the
main listed competitors on the testing, inspection and certification
industry. The intention of indexing performance against a peer group
of companies is to reward the relative performance of the company,
where market factors that are outside the control of the executives
are neutralized.
1. Total shareholder return: (Ending stock price – Beginning stock price) + Sum of all dividends received during the measurement period.
The graphics below summarize the key performance indicators of the long-term incentive and their vesting levels:
175%
150%
125%
Vesting %
100%
75%
50%
25%
0%
175%
150%
125%
Vesting %
100%
75%
50%
25%
0%
2 or all 3 metrics 2 metrics at target all 3 metrics at target all 3 metrics at max
below target (or 2 metrics above target)
The overall vesting level of the PSUs granted will be calculated as a weighted average of each of the respective vesting levels for relative
TSR (80%) and ESG metrics (20%), and ranges between 0% and 150%.
The Group does not issue new shares to be allocated to employees for equity-based compensation plans, but uses treasury shares instead,
acquired through share buyback programs. Detailed information on the overhang and burn rate are disclosed in note 29.
Termination of employment
In case of termination of employment, all unvested PSUs are as a rule immediately forfeited without value and without any compensation,
except in the following cases:
• In case of termination of employment as a result of disability or retirement, unvested PSUs vest on a pro-rata basis, based on the number
of full months of the vesting period that have expired until the termination date. The shares are allocated after the regular vesting date
and the vesting level is determined based on the performance during the entire regular performance period. There is no early allocation
of the shares
• Upon termination of employment as a result of death, unvested PSUs will vest immediately on a pro-rata basis, based on the number of
full months of the vesting period that have expired until the termination date. The vesting level is based on an estimation of performance
by the Board of Directors
• In the event of a corporate transaction or liquidation, unvested PSUs vest immediately. The vesting level is based on an estimation
of performance by the Board of Directors
The table below summarizes the vesting rules in case of termination of employment:
Termination reason Vesting rule Vesting time and shares allocation Vesting level
Retirement or disability Vesting on a pro-rata basis At regular vesting date Based on actual performance
Death Vesting on a pro-rata basis Immediate Based on an estimation of
performance by the Board
of Directors
Corporate transaction Full vesting Immediate Based on an estimation of
or liquidation performance by the Board
of Directors
Other reasons Forfeiture – –
Remuneration mix for the CEO and other Operations Council members in three cases (%)
CEO Other Operations Council members (on average)
100 100
90 90
80 80
70 70
60 60
50 50
40 40
30 30
20 20
10 10
0 0
Minimum Target Maximum Minimum Target Maximum
Base salary (Cash) Short-Term Incentive (Cash) Short-Term Incentive (Restricted Shares) Long-Term Incentive (PSUs)
Timeline of remuneration
Timeline (performance period, time of payment) Performance KPIs
Annual
base
salary Fixed remuneration
and
benefits
Chairmanship 665 70 40 – 30
Membership 200 50 30 30 30
The total remuneration of the Board of Directors for the mandate from Annual General Meeting 2022 to 2023 is equal to CHF 2 655 000,
within the amount approved by the Annual General Meeting 2022 (CHF 2 700 000).
Each board member receives 25% of the annual board retainer in the form of shares restricted for a period of three years ending on the
third anniversary of their award; the remaining portion is settled in cash. The cash part is paid partly in the current fiscal year and partly
in the next fiscal year, on a pro-rata temporis basis. The restricted shares are awarded in the current fiscal year, after the Annual General
Meeting during which the board member is elected to their position.
The total remuneration of the Board of Directors for the mandate from Annual General Meeting 2021 to 2022 was equal to CHF 1 880 000,
within the amount approved by the Annual General Meeting 2021 (CHF 2 300 000).
Each board member could choose to receive up to 50% of his/her remuneration settled in shares or restricted shares. Two board members
decided to receive a portion (25% and 50%) of their remuneration in restricted shares; the remaining portion was settled in cash. The cash
part was paid partly in 2021 fiscal year and partly in 2022 fiscal year, on a pro-rata temporis basis. The shares or restricted shares were
granted in 2022 fiscal year, after the publication of the 2021 Group results.
The table below details the remuneration elements and the settlement vehicle of the directors for the mandate Annual General Meeting
2022 to 2023.
To be
Audit Remuneration Nomination Sustainability To be settled in
Board Committee Committee Committee Committee Total settled restricted
(CHF thousand, gross) Chairmanship membership membership membership membership membership remuneration in cash shares1
The table below details the remuneration elements and the settlement vehicle of the directors for the mandate Annual General Meeting
2021 to 2022.
Governance Proportion
Audit Remuneration & Compliance to be Settled in
Board Committee Committee Committee Total settled in restricted
(CHF thousand, gross) Chairmanship membership membership membership membership remuneration cash shares1
The remuneration of the Board of Directors is subject to employer social charges according to Swiss legislation.
The following table details the remuneration elements granted to each of the directors for their tenure in fiscal year 2022. It includes both
pro-rata temporis elements of remuneration for the mandate Annual General Meeting 2021 to 2022 and pro-rata temporis elements or
remuneration for the mandate Annual General Meeting 2022 to 2023.
Employer
Board Representation Committee Total Restricted Restricted social
(CHF thousand, gross) retainer fees fees remuneration Cash shares value shares NB charges
The following table details the remuneration elements granted to each of the directors for their tenure in fiscal year 2021. It includes both
pro-rata temporis elements of remuneration for the mandate Annual General Meeting 2020 to 2021 and pro-rata temporis elements or
remuneration for the mandate Annual General Meeting 2021 to 2022.
Employer
Board Representation Committee Total Restricted Restricted social
(CHF thousand, gross) retainer fees fees remuneration Cash shares value shares NB charges
The overall remuneration paid to the Board of Directors in 2022 is higher than the overall remuneration paid in 2021; this reflects the
adjustment of the board fees to market conditions (as explained in section 3.1. of this report), the split of the Governance & Sustainability
Committee into two separate committees (the Nomination Committee and the Sustainability Committee), and the increase in the number
of board members (9 members in the mandate Annual General Meeting 2022 to 2023, 8 members in the prior mandate).
Other
Contributions contributions
Base Other cash to pension and benefits Total fixed
(CHF thousand, gross) salary allowances plans in kind remuneration
The aggregate total fixed remuneration of the members of the Operations Council did not exceed the maximum amount approved by the
Annual General Meeting in 2021 (CHF 14 000 000). For 2023, the 2022 Annual General Meeting already approved a maximum aggregate
total fixed remuneration for the members of the Operations Council (CHF 12 500 000).
The table below summarizes the fixed remuneration paid to the Operations Council, senior management and the CEO in 2021.
Contributions Other contributions
Base Other cash to pension and benefits Total fixed
(CHF thousand, gross) salary allowances plans in kind remuneration
The decrease in fixed remuneration compared with 2021 reflects the change in the composition of the Operations Council.
The overall short-term incentive pay-out amounts to 63.5% of the target incentive opportunity for the CEO (2021: 121.9%) and ranges from
49.4% to 113.1% of the target incentive opportunity for the other members of the Operations Council (2021: 79.1% to 157.1%). For the
purpose of the short-term incentive, targets and performance achievement are measured at constant currency exchange rates. The table
below details the 2022 short-term incentive for the CEO.
CEO 2022 STI pay-out
Group financial KPIs Pay-out
KPI description Revenue (CHF million) NPAT (CHF million) ROIC (organic) (%) FCF (CHF million)
Target 6 623 630 20.5 677
Actual 6 642 588 19.0 507
Actual vs Target % 100.3% 93.3% 92.7% 74.8%
Pay-out % 100.8% 66.6% 63.4% 0.0%
Weight 25% 25% 25% 25%
Financial KPIs pay-out % 57.7%
Leadership multiplier 110%
Total pay-out % 63.5%
Pay-out (CHF thousand, gross) 762
In settlement of the equity portion of the short-term incentive 2022, SGS restricted shares will be allocated to the members of the
Operations Council in Q2 2023, after the approval of the total short-term incentive amount by the Annual General Meeting (in Q2 2022,
1 378 restricted shares were granted in settlement of the equity portion of the short-term incentive 2021). The number of restricted
shares to be allocated is calculated by dividing the equity portion of the short-term incentive by the average closing price of the share
during a 20-trading day period following the payment of the dividends after the Annual General Meeting, rounded up to the nearest
integer, and are restricted for a period of three years.
The table below summarizes the short-term variable remuneration awarded to the Operations Council, senior management and the CEO
for the 2022 performance year, and its comparison with the incentive opportunity.
Actual short-term
(CHF thousand, gross) Minimum Target Maximum variable remuneration
The total short-term remuneration amount will be submitted for approval to the Annual General Meeting of 2023, and the settlement for both
the cash and the equity part will be implemented shortly after.
The table below summarizes the short-term variable remuneration awarded to the Operations Council, senior management and the CEO
for the 2021 performance year, and its comparison with the incentive opportunity.
Actual short-term
(CHF thousand, gross) Minimum Target Maximum variable remuneration
The total 2021 short-term remuneration amount was approved by the Annual General Meeting of 2022, and the settlement for both the cash
and the equity part were implemented shortly after.
The decrease in short-term variable remuneration compared to 2021 reflects the lower achievements against the financial targets.
1. The value of the grant for the equity part is defined as the number of PSUs granted multiplied by the average closing price of the share during a 20-trading day period preceding the grant date.
The table below summarizes the value of the long-term variable remuneration awarded to the Operations Council, senior management and
the CEO in 2021.
Total value
of the grant1,2
Number of (CHF thousand,
PSUs granted gross)
1. The value of the grant for the equity part is defined as the number of PSUs granted multiplied by the average closing price of the share during a 20-trading day period preceding the
grant date.
2. The 2021-2023 LTI plan is a transition plan between the past practice (one grant every three years) and the new practice (annual grant); the value of the grant is two thirds of the past plans,
while as of 2022 the value of the grant is one third of the past plans.
1. The 2021-2023 LTI plan is a transition plan between the past practice (one grant every three years) and the new practice (annual grant); the value of the grant was two thirds of the past
plans, while as of 2022 the value of the grant will be one third of the past plans.
2. 19 FTE (Full-Time Equivalent).
3. 3 FTE.
Remuneration mix of the CEO and other Operations Council members (%)
CEO Other Operations Council members (on average)
100 100
90 90
80 80
70 70
60 60
50 50
40 40
30 30
20 20
10 10
0 0
2021 2022 2021 2022
Base salary (Cash) Short-Term Incentive (Cash) Short-Term Incentive (Restricted Shares) Long-Term Incentive (PSUs)
We have audited the remuneration report of SGS SA for the year ended 31 December 2022. The audit was limited to the
information according to articles 14–16 of the Ordinance against Excessive Compensation in Stock Exchange Listed Com-
panies (Ordinance) contained in sections 4 and 5 (pages 115 to 122) of the report.
Auditor’s responsibility
Our responsibility is to express an opinion on the remuneration report. We conducted our audit in accordance with Swiss
Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the remuneration report complies with Swiss law and articles 14–16 of the Ordi-
nance.
An audit involves performing procedures to obtain audit evidence on the disclosures made in the remuneration report with
regard to compensation, loans and credits in accordance with articles 14–16 of the Ordinance. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of material misstatements in the remuneration re-
port, whether due to fraud or error. This audit also includes evaluating the reasonableness of the methods applied to value
components of remuneration, as well as assessing the overall presentation of the remuneration report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the remuneration report of SGS SA for the year ended 31 December 2022 complies with Swiss law and arti-
cles 14–16 of the Ordinance.
PricewaterhouseCoopers SA
PricewaterhouseCoopers SA, avenue Giuseppe-Motta 50, case postale, CH-1211 Genève 2, Switzerland
Téléphone: +41 58 792 91 00, www.pwc.ch
PricewaterhouseCoopers SA is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.
We are
delivering
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results.
1. SGS Group
1.1. Consolidated Income Statement
For the years ended 31 December
(CHF million) Notes 2022 2021
Assets
Non-current assets
Property, plant and equipment 12 907 925
Right-of-use assets 13 577 605
Goodwill 14 1 755 1 778
Other intangible assets 15 350 382
Investments in joint ventures, associates and other companies 20 26
Deferred tax assets 10 153 164
Other non-current assets 16 125 173
Total non-current assets 3 887 4 053
Current assets
Inventories 59 59
Unbilled revenues and work in progress 5 210 175
Trade receivables 17 988 928
Other receivables and prepayments 18 223 204
Current tax assets 132 108
Cash and cash equivalents 19 1 623 1 480
Total current assets 3 235 2 954
Total assets 7 122 7 007
Cumulative Retained
(losses)/gains earnings
Cumulative on defined and Equity Non-
Share Treasury Capital translation benefit plans Group holders controlling Total
(CHF million) capital shares reserve adjustments net of tax reserves of SGS SA interests equity
Balance at 1 January 2021 8 (230) 160 (1 307) (241) 2 670 1 060 74 1 134
Profit for the period – – – – – 613 613 42 655
Other comprehensive income
– – – (35) 51 – 16 3 19
for the period
Total comprehensive income
– – – (35) 51 613 629 45 674
for the period
Dividends paid – – – – – (599) (599) (41) (640)
Share-based payments – – 12 – – – 12 – 12
Movement in
– – – – – 14 14 7 21
non-controlling interests
Movement on treasury shares (1) 222 (42) – – (178) 1 – 1
Balance at 31 December 2021 7 (8) 130 (1 342) (190) 2 520 1 117 85 1 202
Balance at 1 January 2022 7 (8) 130 (1 342) (190) 2 520 1 117 85 1 202
Profit for the period – – – – – 588 588 42 630
Other comprehensive income
– – – (143) (15) – (158) (5) (163)
for the period
Total comprehensive income
– – – (143) (15) 588 430 37 467
for the period
Dividends paid – – – – – (599) (599) (43) (642)
Share-based payments – – 18 – – – 18 – 18
Movement in
– – – – – (8) (8) 2 (6)
non-controlling interests
Movement on treasury shares – (271) (4) – – (1) (276) – (276)
Balance at 31 December 2022 7 (279) 144 (1 485) (205) 2 500 682 81 763
Adoption of new and revised International Financial Reporting Standards and Interpretations
Several new amendments and interpretations were adopted effective 1 January 2022 but have no material impact on the Group’s
consolidated financial statements. There are no IFRS standards or interpretations which are not yet effective and which would be
expected to have a material impact on the Group.
Basis of consolidation
Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Group.
Control is achieved when the Group:
• Has power over the investee
• Is exposed, or has the right, to variable return from its involvement with the investee; and
• Has the ability to use its power to affect its return
The Company reassesses whether or not the Group controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control
of the subsidiary.
The principal operating companies of the Group are listed on pages 187 to 189.
Non-controlling interests
Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Initially they are measured at the non-
controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. Subsequently to the acquisition, the
carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share
of subsequent changes in equity.
Associates
Associates are entities over which the Group has significant influence but no control or joint control over the financial and operating policies.
The consolidated financial statements include the Group’s share of the earnings of associates on an equity accounting basis from the date
that significant influence commences until the date that significant influence ceases.
Joint ventures
A joint venture is a contractual arrangement over which the Group exercises joint control with partners and where the parties have rights
to the net assets of the arrangement. The consolidated financial statements include the Group’s share of the earnings and net assets on
an equity accounting basis of joint ventures that it does not control, effective from the date that joint control commences until the date
that joint control ceases.
Joint operations
A joint operation is an arrangement whereby the parties that have joint control have separable specific rights to the assets and the liabilities
within the arrangement. When a Group entity undertakes its activities under joint operations, the Group as a joint operator recognizes in
relation to its interest in a joint operation:
• Its assets, including its share of any assets held jointly
• Its liabilities, including its share of any liabilities incurred jointly
• Its revenue from the sale of its share of the output arising from the joint operation
• Its share of the revenue from the sale of the output by the joint operation; and
• Its expenses, including its share of any expenses incurred jointly
Investments in companies not accounted for as subsidiaries, associates or jointly controlled entities
Investments in companies not accounted for as subsidiaries, associates or jointly controlled entities (normally below 20% shareholding levels)
are stated at fair value through profit and loss. Dividends received from these investments are included in financial income.
Transactions eliminated on consolidation
All intra-Group balances and transactions, and any unrealized gains and losses arising from intra-Group transactions, are eliminated in
preparing the consolidated financial statements. Unrealized gains and losses arising from transactions with associates and jointly controlled
entities are eliminated to the extent of the Group’s interest in those entities.
Foreign currency transactions
Transactions in foreign currencies are recorded at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate prevailing at that date.
Exchange differences arising on the settlement of monetary items or on reporting monetary items at rates different from those at which
they were initially recorded during the period or in previous financial statements, are recognized in the income statement.
Consolidation of foreign companies
All assets and liabilities of foreign companies that are consolidated are translated using the exchange rates in effect at the balance sheet
date. Income and expenses are translated at the exchange rate at the average exchange rate for the year, or at the rate on the date of the
transaction for significant items. Translation differences resulting from the application of this method are recognized in other comprehensive
income and reclassified to profit or loss on disposal. Average exchange rates are used to translate the cash flows of foreign subsidiaries
in preparing the consolidated statement of cash flows.
Revenue recognition
IFRS 15 Revenue from Contracts with Customers establishes a five-step model to account for revenue arising from contracts with
customers. Under IFRS 15, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled
in exchange for transferring services to a customer. The standard requires entities to exercise judgment, taking into consideration all of
the relevant facts and circumstances when applying each step of the model to contracts with their customers.
The Group recognizes revenue based on two main models: services transferred at a point in time and services transferred over time.
• The majority of SGS’ revenue is transferred at a point in time and recognized upon completion of performance obligations and measured
according to the transaction price agreed in the contract. Once services are rendered, e.g. a report issued, the customer is invoiced and
payment is due
• Services transferred over time mainly concern long-term contracts, where revenue is recognized based on the measure of progress.
When the Group has a right to consideration from a customer at the amount corresponding directly to the customer’s value of the
performance completed to date, the Group recognizes revenue in the amount to which it has a right to invoice. In all other situations, the
measure of progress is either based on observable output methods (usually the number of tests or inspection performed) or based on
input methods such as the time incurred to date relative to the total expected hours to the satisfaction of the performance obligation.
These invoices are usually issued per contractually agreed installments and prices. Payments are due upon invoicing
Segment information
The Group reports its operations by business segment, according to the nature of the services provided.
The Group operates in five business segments:
• Connectivity & Products (C&P): end-markets covered include Electrical and Electronic goods, Softlines, Hardlines and Trade Facilitation
• Health & Nutrition (H&N): end-markets covered include Food, Crop Science, Health Science and Cosmetics & Hygiene
• Industries & Environment (I&E): end-markets covered include Field Services and Inspection, Technical Assessment and Advisory,
Industrial and Public Health & Safety, Environmental Testing and Public Mandates
• Natural Resources (NR): end-markets covered include Trade and Inspection of minerals, oil and gas and agricultural commodities,
Laboratory Testing, Metallurgy and Consulting and Market Intelligence
• Knowledge (Kn): end-markets covered include Management System Certification, Customized Audits, Consulting and Academy
The chief operating decision maker evaluates segment performance and allocates resources based on several factors, of which revenue,
adjusted operating income and capital expenditures are the main criteria.
For the Group, the chief operating decision maker is the senior management, which is composed of the Chief Executive Officer,
the Chief Financial Officer and the General Counsel.
All segment revenues reported are from external customers. Segment revenue and operating income are attributed to countries based
on the location in which the services are rendered.
Capital additions represent the total cost incurred to acquire land, buildings and equipment as well as other intangible assets.
Property, plant and equipment
Land is stated at historical cost and is not depreciated. Buildings and equipment are stated at historical cost less accumulated depreciation.
Subsequent expenditures are capitalized only if they increase the future economic benefits embodied in the related item of property and
equipment. All other expenditures are expensed as incurred. Depreciation is calculated on a straight-line basis over the estimated useful
life of the assets as follows:
• Buildings 12–40 years
• Machinery and equipment 5–10 years
• Other tangible assets 5–10 years
Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease. Right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses. They are adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognized, initial direct costs incurred and lease payments made at or before the commencement
date, less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the
lease term, recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease
term. Right-of-use assets are subject to impairment.
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made
over the lease term. The lease payments include fixed payments less any lease incentives receivable, variable lease payments that depend
on an index or a rate, and amounts expected to be paid under residual value guarantees. The Group elected to use the practical expedient
to account for each lease component and any non-lease components as a single lease component. The lease payments also include the
exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease,
if the lease term reflects the Group exercising the option to terminate.
In the case that the implicit rate cannot be readily determined, the Group uses an incremental borrowing rate considering the country and
the lease duration. The rate is estimated by the combination of the reference rate, the financing spread and any asset specific adjustment
when required.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interests and reduced for the lease
payments made. Subsequently, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term,
a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. The Group applies
the short-term lease and low-value recognition exemptions. Lease payments on short-term leases and leases of low-value assets are
recognized as expenses on a straight-line basis over the lease term.
Goodwill
In the case of acquisitions of businesses, the acquired identifiable assets, liabilities and contingent liabilities are recorded at fair value.
The difference between the purchase price and the fair value is classified as goodwill and recorded in the statement of financial position
as an intangible asset.
Goodwill arising from business combinations is measured at cost less any accumulated impairment losses.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the
Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the
measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances
that existed at the acquisition date that, if known, would have affected amounts recognized at that date.
Goodwill arising on the acquisition of a foreign entity is recorded in the relevant foreign currency and is translated using the end of period
exchange rate.
On disposal of part or all of a business that was previously acquired and which gave rise to the recording of acquisition goodwill,
the relevant amount of goodwill is included in the determination of the gain or loss on disposal.
Goodwill acquired as part of business combinations is tested for possible impairment annually and whenever events or changes
in circumstances indicate their value may not be fully recoverable.
For the purpose of impairment testing, the Group has adopted a uniform method for assessing goodwill recognized under the acquisition
method of accounting. These assets are allocated to a cash generating unit or a group of cash generating units (CGU) which are expected
to benefit from the business combination. The recoverable amount of a CGU or the group of CGUs is determined through a value-in-
use calculation.
If the value-in-use of the CGU or the group of CGUs is less than the carrying amount of its net operating assets, then a fair value less costs
to sell valuation is also performed with the recoverable amount of the CGU or the group of CGUs being the higher of its value-in-use and
the fair value less costs to sell.
The key assumptions for the value-in-use calculations are those regarding the discount rates, growth rates, operating margins and expected
changes to selling prices or direct costs during the period. Pre-tax discount rates used are based on the Group’s weighted average cost of
capital, adjusted for specific risks associated with the CGUs or the group of CGUs’ cash flow projections. The growth rates are based on
industry growth forecasts.
Expected changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.
For all CGUs or groups of CGUs, a value-in-use calculation is performed using cash flow projections covering the next five years and
including a terminal growth assumption. These cash flow projections take into account the most recent financial results and outlook
approved by management.
If the recoverable amount of the CGU or of the group of CGUs is less than the carrying amount of the unit’s net operating assets, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of
the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.
Even if the initial accounting for an intangible asset acquired in the reporting period is only provisional, this asset is tested for impairment
in the year of acquisition.
Other intangible assets
Intangible assets, including software, licenses, trademarks and customer relationships are capitalized and amortized on a straight-line basis
over their estimated useful lives, normally not exceeding 20 years. The following useful lives are used in the calculation of amortization:
• Trademarks 5–20 years
• Customer relationships 2–20 years
• Computer software 3–5 years
Other intangible assets acquired as part of an acquisition of a business are capitalized separately from goodwill if their fair value can be
measured reliably. Internally generated intangible assets are recognized if the asset created can be identified, it is probable that future
economic benefits will be generated from it, the related development costs can be measured reliably and sufficient financial resources
are available to complete the development. These assets are amortized on a straight-line basis over their useful lives, which usually do
not exceed five years. All other development costs are expensed as incurred.
Impairment of assets excluding goodwill
At each balance sheet date, or whenever there is an indication that an asset may be impaired, the Group reviews the carrying amounts of
its tangible and intangible assets to determine whether they have suffered an impairment loss. If indications of impairment are present, the
assets are tested for impairment. If impaired, the carrying value of the asset is reduced to its recoverable value. Where it is not possible to
estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the CGU to which the asset belongs.
The recoverable amount of an asset is the greater of the fair value less cost of sale and its value-in-use. In assessing its value-in-use,
the pre-tax estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time-value of money and the risks specific to the asset.
Reversal of impairment losses
Where an impairment loss on assets other than goodwill subsequently reverses, the carrying amount of the asset or CGU is increased to
the revised estimate of its recoverable amount, but not in excess of the carrying amount that would have been recorded had no impairment
loss been recognized. A reversal of an impairment loss is recognized as income immediately.
Government grants
IAS 20 sets out the principle for the recognition, measurement, presentation and disclosure of government grants. Government grants that
are not related to assets are credited to the income statement as a deduction of the related expenses. Government grants are recognized
when there is a reasonable assurance that the grant will be received and all attached conditions will be met.
Trade receivables
Trade receivables are recognized and carried at original invoice amount less an allowance for any non-collectible amounts. An expected
credit loss allowance is made in compliance with the simplified approach using a provision matrix (expected credit loss model). This provision
matrix has been developed to reflect the country risk, the credit risk profile, as well as available forward looking and historical data. The Group
considers a trade receivable to be credit impaired when one or more detrimental events have occurred such as:
• Significant financial difficulty of the customer; or
• It is becoming probable that the customer will enter bankruptcy or other financial reorganization
Employee benefits
Pension plans
The Group maintains several defined benefit and defined contribution pension plans in accordance with local conditions and practices in the
countries in which it operates. Defined benefit pension plans are based on an employee’s years of service and remuneration earned during
a pre-determined period. Contributions to these plans are normally paid into funds, which are managed independently of the Group, except
in rare cases where there is no legal obligation to fund.
In such cases, the liability is recorded in the Group’s consolidated statement of financial position.
The Group’s obligations towards defined benefit pension plans and the annual cost recognized in the income statement are determined
by independent actuaries using the projected unit credit method. Remeasurement gains and losses are immediately recognized in
the consolidated statement of financial position with the corresponding movement being recorded in the consolidated statement of
comprehensive income.
Past service costs are immediately recognized as an expense. Net interest expense is calculated by applying the discount rate at the
beginning of the period to the net defined benefit liability or asset. The retirement benefit obligation recognized in the statement of financial
position represents the present value of the defined benefit obligation reduced by the fair value of plan assets. Any asset resulting from
this calculation is limited to the present value of available refunds and reductions in future contributions to the plan. Payments to defined
contribution plans are recognized as an expense in the income statement as incurred.
Post-employment plans other than pensions
The Group operates some non-pension post-employment defined benefit schemes, mainly healthcare plans. The method of accounting
and the frequency of valuations are similar to those used for defined benefit pension plans.
Equity compensation plans
The Group provides additional benefits to certain senior executives and employees through equity compensation plans. An expense is
recognized in the income statement for shares and equity-linked instruments granted to senior executives and employees under these plans.
Trade payables
Trade payables are recognized at amortized cost that approximates the fair value.
Provisions
The Group records provisions when: it has an obligation, legal or constructive, to satisfy a claim; it is probable that an outflow of Group
resources will be required to satisfy the obligation; and a reliable estimate of the amount can be made.
In the case of litigation and claims relating to services rendered, the amount that is ultimately recorded is the result of a complex process
of assessment of a number of variables, and relies on management’s informed judgment about the circumstances surrounding the past
provision of services. It also relies on expert legal advice and actuarial assessments.
Changes in provisions are reflected in the income statement in the period in which the change occurs.
Contract liabilities
Contract liabilities arise upon advance payments from clients and issuance of upfront invoices.
Restructuring costs
The Group recognizes costs of restructuring against operating income in the period in which management has committed to a formal plan,
the costs of which can be reliably estimated, and has raised a valid expectation in those affected that the plan will be implemented and the
related costs incurred. Where appropriate, restructuring costs include impairment charges arising from the implementation of the formal plan.
Capital management
Capital comprises equity attributable to equity holders, loans and other financial liabilities, lease liabilities and cash and cash equivalents.
The Board of Directors’ policy is to maintain a strong capital base in order to maintain investor, creditor and market confidence, and to sustain
the future development of the business. The Board also recommends the level of dividends to be distributed to ordinary shareholders on an
annual basis. The Group maintains sufficient liquidity at the Group and subsidiary level to meet its working capital requirements, fund capital
purchases and small and medium-sized acquisitions.
Treasury shares are intended to be used to cover the Group’s employee equity participation plan, convertible bonds and/or cancellation
of shares. Decisions to buy or sell are made on an individual transaction basis by management.
There were no changes in the Group’s approach to capital management during the year.
The Group is not subject to any externally imposed capital requirements.
Taxes
Income taxes include all taxes based upon the taxable profits of the Group, including withholding taxes payable on the transfer of income
from Group companies and tax adjustments from prior years. Taxes on income are recognized in the income statement except to the extent
that they relate to items directly charged or credited to equity or other comprehensive income, in which case the related income tax effect
is recognized in equity or other comprehensive income. Provisions of income and withholding taxes that could arise on the remittance of
subsidiary retained earnings are only made where there is a current intention to remit such earnings. Other taxes not based on income,
such as property taxes and capital taxes, are included within operating expenses.
Deferred taxes are provided using the full liability method. They are calculated on all temporary differences that arise between the tax base
of an asset or liability and the carrying values in the consolidated financial statements except for non-tax-deductible goodwill and for those
differences related to investments in subsidiaries where their reversal will not take place in the foreseeable future. Deferred income tax
assets relating to the carry-forward of unused tax losses and tax credits are recognized to the extent that it is probable that future taxable
profits will be available against which they can be used.
Current income tax assets and liabilities are off-set where there is a legally enforceable right to off-set. Deferred tax assets and liabilities
are determined based on enacted or substantively enacted tax rates in the respective jurisdictions in which the Group operates that are
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Earnings per share
Basic earnings per share are calculated by dividing the Group’s profit by the weighted average number of shares outstanding during the
year, excluding treasury shares. For diluted earnings per share, the weighted average number of shares outstanding is adjusted assuming
conversion of all potential dilutive shares. Group profit is also adjusted to reflect the after-tax impact of conversion.
Dividends
Dividends are reported as a movement in equity in the period in which they are approved by the shareholders.
Treasury shares
Treasury shares are reported as a deduction to equity. The original cost of treasury shares and the proceeds of any subsequent sale are
recorded as movements in equity.
Significant accounting estimates and judgments
Use of estimates
The key assumptions concerning the future, and other key sources of estimation at the balance sheet date that may have a risk of causing
a material adjustment to the carrying amount of assets and liabilities within the next financial year.
Business combinations
In a business combination, the determination of the fair value of the identifiable assets acquired, particularly intangibles, requires estimations
which are based on all available information and in some cases on assumptions with respect to the timing and amount of future revenues and
expenses associated with an asset. The purchase price is allocated to the underlying acquired assets and liabilities based on their estimated
fair value at the time of acquisition. The excess is reported as goodwill. As a result, the purchase price allocation impacts reported assets and
liabilities, future net earnings due to the impact on future depreciation and amortization expense and impairment charges. The purchase price
allocation is subject to a maximum period of 12 months adjustment.
Valuation of trade receivables, unbilled revenue and work in progress
The balances are presented net of expected credit loss allowance. These allowances for potential uncollected amounts are estimated in
compliance with the simplified approach using a provision matrix (expected credit loss model), which has been developed to reflect the
country risk, the credit risk profile, as well as available historical data. In addition, an allowance is estimated based on individual client
analysis when the collection is no longer probable.
Impairment of goodwill
The Group determines whether goodwill is impaired at a minimum on an annual basis. This requires identification of CGUs and an estimation
of the value-in-use of the CGUs to which the goodwill is allocated. Estimating the value-in-use requires the Group to make an estimate of
expected future cash flows from the CGU or group of CGUs that holds the goodwill at a determined discount rate in order to calculate the
present value of those cash flows.
3. Business combinations
The following business combinations occurred during 2022 and 2021:
Business combinations 2022
In 2022, the Group completed 7 business combinations for a total purchase price of CHF 75 million (note 21).
• 100% of Gas Analysis Services (GAS), a company specialized in instrumentation and gas analysis testing in Ireland (effective
28 February 2022)
• 100% of Ecotecnos, a company providing sea monitoring and oceanography services in Chile (effective 6 May 2022)
• 100% of AIEX, a company providing technical and welding inspection services in the nuclear and marine industries in France (effective
9 May 2022)
• 100% of Silver State Analytical Laboratories and Excelchem Laboratories, companies providing quality analytical and microbiological
testing and support services for clients in the environmental, water, utility, engineering, construction, food processing, chemical, mining,
healthcare, resort and hospitality industries (effective 1 July 2022)
• 100% of proderm GmbH, a company conducting clinical studies from initial consultation to final reports in Germany (effective 7 July 2022)
• 100% of Penumbra Security, a recognized leader providing various types of information security conformance testing to government
standards and regulatory compliance for multinational companies in the USA (effective 31 August 2022)
• 100% of Industry Lab, a company offering a comprehensive range of microbiological analysis services, from enumeration of indicator
organisms to detection of foodborne pathogens, located in Romania (effective 3 November 2022)
These companies were acquired for an amount of CHF 75 million and the total goodwill generated on these transactions amounted to
CHF 52 million.
All the above transactions contributed a total of CHF 20 million in revenue and CHF 3 million in operating income in 2022. Had all acquisitions
been effective 1 January 2022, the revenue for the period from these acquisitions would have been CHF 32 million and the operating income
would have been CHF 5 million.
On 7 July 2022, the Group has acquired proderm GmbH, a clinical research organization, specialized in advanced solutions for cosmetics and
personal care as well as medical clinical studies. This acquisition further supports the Group strategic expansion in cosmetics and hygiene.
proderm GmbH has contributed CHF 6 million to Group’s revenue and CHF 1 million to operating income in 2022. Had the company been
acquired on 1 January 2022 the revenue for the year would have been CHF 12 million and the operating income would have been CHF
2 million.
None of the goodwill arising on these acquisitions is expected to be tax deductible.
Divestment 2022
In 2022, the Group disposed of its US Drilling operations in the USA for a total consideration of CHF 2 million.
Business combinations 2021
In 2021, the Group completed 9 business combinations for a total purchase price of CHF 237 million (note 21).
• 100% of Analytical & Development Services (ADS), a company providing food testing in the UK (effective 7 January 2021)
• 55.92% majority stake into BZH GmbH Deutsches Beratungszentrum für Hygiene, a German based subsidiary of SYNLAB Analytics
& Services (A&S) food testing laboratory (effective 29 January 2021)
• 100% of Autoscope/CTOK, a provider of vehicle testing services in France (effective 2 February 2021)
• 100% of International Service Laboratory (ISL), a company providing regulated analytical laboratory and stability testing services for
a broad variety of pharmaceutical products (effective 1 April 2021)
• 100% of Brightsight, a company operating in cybersecurity in the Netherlands (effective 4 May 2021)
• 100% of Metair Lab, a company providing air sampling and asbestos testing services in France (effective 1 June 2021)
• 100% of Groupe IDEA TESTS (IDEA), a provider of clinical, microbiological and in-vitro testing services in France (effective
1 December 2021)
• 66.67% of Sulphur Experts Inc. a company supporting customers in the amine treating and sulfur recovery industries in Canada (effective
1 December 2021)
• 100% of Quay Pharmaceuticals Ltd (Quay Pharma), a leading innovative Formulation Research and Development Organization with
a comprehensive and flexible range of services, in the UK (effective 6 December 2021)
These companies were acquired for an amount of CHF 237 million and the total goodwill generated on these transactions amounted to
CHF 163 million.
All the above transactions contributed a total of CHF 46 million in revenue and CHF 5 million in operating income in 2021. Had all acquisitions
been effective 1 January 2021, the revenue for the period from these acquisitions would have been CHF 93 million and the operating income
would have been CHF 12 million.
On 4 May 2021 SGS has acquired Brightsight. This acquisition will significantly strengthen Group’s presence in the cybersecurity sector.
Brightsight has contributed CHF 13 million to Group’s revenue and CHF 1 million operating income in 2021. Had the company been acquired
on 1 January 2021 the revenue for the year would have been CHF 20 million and the operating income would have been CHF 2 million.
On 6 December 2021 SGS has acquired Quay Pharmaceuticals Limited. This acquisition supports Group’s strategy of increasing the scope
of services to support our customers across the Health Science supply chain. Quay Pharmaceuticals Limited has contributed CHF 1 million
to Group’s revenue and nil to operating income in 2021. Had the company been acquired on 1 January 2021 the revenue for the year would
have been CHF 20 million and the operating income would have been CHF 4 million.
None of the goodwill arising on these acquisitions is expected to be tax deductible.
Divestment 2021
There were no significant disposals in 2021.
* Alternative Performance Measures (APM), refer to the ‘2022 Full Year APM’ document.
* Alternative Performance Measures (APM), refer to the ‘2022 Full Year APM’ document.
2021
Adjusted Amortization Restructuring Transaction Operating
operating of acquisition costs and integration income
(CHF million) Revenue income* intangibles costs by business
* Alternative Performance Measures (APM), refer to the ‘2022 Full Year APM’ document.
Restructuring costs
The Group incurred a pre-tax restructuring charge of CHF 46 million (2021: CHF 15 million). Total restructuring costs comprised personnel
reorganization of CHF 26 million (2021: CHF 13 million) as well as fixed asset impairment of CHF 2 million (2021: CHF nil million) and other
charges of CHF 18 million (2021: CHF 2 million).
Other non-recurring items
The Group reported as non-recurring items a charge of CHF 29 million in 2022, related to the decision to cease two key upstream projects
in Libya. This decision is driven by absence of cash collection for services rendered in 2022, resulting in an impairment of fixed assets of
CHF 16 million in addition to incurred personnel costs of CHF 3 million and other charges of CHF 10 million.
Revenue from external customers by geographical area
(CHF million) 2022 % 2021 %
Revenue in Switzerland from external customers for 2022 amounted to CHF 164 million (2021: CHF 160 million). No country represented
more than 20% of revenues from external customers in 2022 nor 2021.
Major customer information
In 2022 and 2021, no external customer represented 5% or more of the Group’s total revenue.
Specific non-current assets in Switzerland for 2022 amounted to CHF 169 million (2021: CHF 162 million). No country represented more than
20% of non-current assets in 2022 nor 2021.
Reconciliation with total non-current assets
(CHF million) 2022 2021
1. Capital additions represent the total cost incurred to acquire land, buildings and equipment as well as other intangible assets.
2022 2021
Revenue evolution, timing and project maturity are the main factors impacting assets and liabilities related to contracts with customers.
In 2022, SGS has recognized revenue of CHF 159 million related to contract liabilities at 31 December 2021. In 2021, the revenue recognized
from contract liabilities at 31 December 2020 amounted to CHF 125 million. Revenue recognized from performance obligations satisfied in
previous periods were immaterial in 2022 and 2021.
The remaining performance obligations (unsatisfied or partially satisfied) expected to be recognized for long-term contracts amount
to CHF 918 million at 31 December 2022, out of which CHF 488 million are expected to be recognized in revenue within one year,
CHF 241 million between one year and two years and CHF 189 million after the next two years.
SGS is applying the practical expedient IFRS 15.121 and does not disclose unsatisfied or partially unsatisfied performance obligations
from contracts with an original duration of one year or less or where SGS may recognize revenue from the satisfaction of the performance
obligation in accordance with IFRS 15.B16. This paragraph permits as a practical expedient to exclude contracts where SGS has a right to
payment for performance completed to date.
Assets recognized from costs to fulfill a contract in 2022 and 2021 were not significant, while amortization and impairment losses were nil.
6. Government grants
Government grants for the period amount to CHF 12 million (2021: CHF 16 million), presented as a deduction of salaries and wages
expenses. The outstanding balance recognized in the statement of financial position amounted to CHF 5 million (2021: CHF 4 million).
7. Other operating expenses
(CHF million) 2022 2021
8. Financial income
(CHF million) 2022 2021
Interest income 11 12
Foreign exchange gains/(losses) 5 4
Other financial income 3 –
Net financial income on defined benefit plans 1 –
Total 20 16
9. Financial expenses
(CHF million) 2022 2021
Interest expense 43 46
Loss on derivatives at fair value 19 8
Other financial expenses 9 15
Total 71 69
10. Taxes
Major components of tax expense
(CHF million) 2022 2021
The Group has operations in various countries that have different tax laws and rates. Consequently, the effective tax rate on consolidated
income varies from year to year. A reconciliation between the reported income tax expense and the amount that would arise using the
weighted average statutory tax rate of the Group is as follows:
Reconciliation of tax expense
(CHF million) 2022 2021
The Group has unrecognized tax losses carried forward amounting to CHF 194 million (2021: CHF 161 million).
Unrecognized tax losses carryforwards at 31 December 2022
(CHF million)
At 31 December 2022, the unrecognized deferred tax assets amount to CHF 57 million (2021: CHF 48 million).
At 31 December 2022, the retained earnings of subsidiaries and foreign incorporated joint ventures consolidated by the Group include
approximately CHF 2 415 million (2021: CHF 2 805 million) of undistributed earnings that may be subject to tax if remitted to the parent
company. As set out in note 22, the nature of the Group’s business requires keeping a significant part of the cash reserves in the operating
units. The Group takes the view that a deferred tax liability is required when it is probable that unremitted earnings will be distributed in the
foreseeable future.
2022 2021
Diluted earnings per share are calculated as basic earnings per share except that the weighted average number of shares only includes the
dilutive effect of the Group’s equity compensation plans detailed in note 29. For the year ended 31 December 2022, the Group calculated
17 540 dilutive potential shares (2021: 11 661):
2022 2021
The Board of Directors will recommend to the Annual General Meeting (to be held on 28 March 2023) the approval of a dividend of CHF 80
per share (2021: CHF 80).
2022
Cost
At 1 January 463 2 327 719 3 509
Additions 11 154 126 291
Acquisition of subsidiaries 4 2 4 10
Disposals (4) (98) (35) (137)
Exchange differences and other (14) (45) (112) (171)
At 31 December 460 2 340 702 3 502
Accumulated depreciation and impairment
At 1 January 267 1 826 491 2 584
Depreciation 17 184 52 253
Impairment – 17 1 18
Acquisition of subsidiaries – 1 2 3
Disposals (3) (97) (33) (133)
Exchange differences and other (12) (94) (24) (130)
At 31 December 269 1 837 489 2 595
Net book value at 31 December 2022 191 503 213 907
2021
Cost
At 1 January 464 2 142 715 3 321
Additions 17 151 130 298
Acquisition of subsidiaries 6 15 8 29
Disposals (20) (72) (56) (148)
Exchange differences and other (4) 91 (78) 9
At 31 December 463 2 327 719 3 509
Accumulated depreciation and impairment
At 1 January 271 1 692 486 2 449
Depreciation 16 179 54 249
Impairment 1 – – 1
Acquisition of subsidiaries 1 7 5 13
Disposals (19) (71) (53) (143)
Exchange differences and other (3) 19 (1) 15
At 31 December 267 1 826 491 2 584
Net book value at 31 December 2021 196 501 228 925
Included in the other tangible assets are leasehold improvements, office furniture and IT hardware, as well as construction-in-progress assets
amounting to CHF 52 million (2021: CHF 63 million).
At 31 December 2022, the Group had commitments of CHF 6 million (2021: CHF 8 million) for the acquisition of land, buildings
and equipment.
Included in machinery & equipment are mainly vehicles for CHF 68 million (2021: CHF 67 million).
The following table summarizes the main foreign currencies of the lease liabilities.
The Group leases mainly offices, laboratory spaces and vehicles. During the year ended 31 December 2022, an additional CHF 9 million
(2021: CHF 6 million) was recognized as an expense in the income statement.
14. Goodwill
(CHF million) 2022 2021
Cost
At 1 January 1 778 1 651
Additions 52 163
Consideration/fair value adjustments on prior years’ acquisitions 1 3
Exchange differences (76) (39)
At end of the period 1 755 1 778
The Cash Generating Units (CGU) and groups of CGUs allocation has been done in accordance with IAS 36, which defines a CGU as the
lowest level of a group of assets generating cash inflows that are largely independent from other assets and groups of assets.
In the case of the following two divisions, the CGU covers the entire worldwide operations since customer activities executed by the local
entities, the clients and customers that they serve and the drivers of cash inflows are largely interdependent on a worldwide basis across
each business line:
• Connectivity & Products (C&P)
• Natural Resources (NR)
The Health & Nutrition (H&N) division is split into two worldwide CGUs to reflect the global nature of customer activities and drivers
of cash inflows in each sub-division: Nutrition, Health Science and Cosmetics & Hygiene
The Industry & Environment (I&E) division includes Vehicle Compliance and Upstream activities. To best reflect the interdependency of the
cash inflows, Vehicle Compliance has been split into two distinct CGUs regrouping regulated services activities in Spain and in France since
customers in this sector are country specific. Upstream services is assessed as one separate CGU regrouping the worldwide Upstream
activities for which cash inflows are independent from the rest of the I&E activities
For the remaining I&E activities (excluding Vehicle Compliance and Upstream services), business is driven primarily by regional or local
customer activities, therefore cash inflows are largely independent from each other. Consequently, a CGU organization by region has
been maintained, split regionally into four CGUs in line with the Group’s regional reporting structure.
The Knowledge (Kn) division is split into two CGUs, one regrouping the Technical Consultancy business in the USA for which cash inflows
remain largely independent from the rest of the division’s activities and the other regrouping the remaining worldwide Knowledge activities
for which there are synergies across the Group’s network, generating interdependent cash inflows
1. Within H&N, goodwill allocated to Nutrition CGU was CHF 184 million (2021: CHF 192 million) and goodwill allocated to Health Science and Cosmetics & Hygiene CGU was CHF 287 million
(2021: CHF 270 million).
2. Within I&E, goodwill allocated to I&E Europe/Africa/Middle East CGU was CHF 462 million (2021: CHF 476 million).
Goodwill impairment reviews have been conducted for all goodwill balances allocated to the CGUs as described above.
The recoverable amount of each of the CGUs, determined based upon a value-in-use calculation, is higher than its carrying amount thus
resulting in no goodwill impairment in 2022. Cash flow projections were used in this calculation, discounted at a pre-tax rate depending
on the business activities and geographic profile of each of the respective CGUs.
Pre-tax discount rate used in 2022 for the main CGUs or group of CGUs impairment testing
2022 2021
1. Nutrition pre-tax discount rate was 8.0% (2021: 8.5%), while Health Science and Cosmetics & Hygiene pre-tax discount rate was 7.9% (2021: 7.6%).
2. Within I&E, I&E Europe/Africa/Middle East pre-tax discount rate was 7.8% (2021: 7.8%).
The cash flow projections for the first five years were based upon financial plans, approved by the Group, for each CGU or group of CGUs.
The overall assumptions used in the cash flow projections are consistent with the expected average growth rates of the segments served
by the Group. For the subsequent years, the Group assumes a long-term growth rate in the range of 1%-2% (1% for CGUs where goodwill
allocated is significant), in line with market long-term inflation rates projections (2021: range of 0%-2%, 1% for CGUs where goodwill
allocated is significant), and stable operating margins depending on each CGU or group of CGUs.
Sensitivity to changes in assumption
Sensitivity analyses were conducted using the following key assumptions:
• Reducing the expected annual revenue growth rates for the first five years by 2 pp1
• Reducing the operating margin by 0.25 pp1
• Increasing the discount rate assumption by 1 pp1
For all impairment tests, changing the key assumptions retained in the scenario using the sensitivity analyses described above would not
result in any additional impairment, with the exception of our CGU Vehicle Compliance Spain, for which goodwill amounts to CHF 115 million.
For this CGU:
• Recoverable amount currently exceeds carrying amount by CHF 9 million
• Expected annual growth rate has been assumed at 3% for the projected period. A reduction by more than 40% (1.3 pp1) would cause the
recoverable amount to equal the carrying amount
• Pre-tax discount rate has been assumed at 9%. An increase by 0.5 pp1 would cause the recoverable amount to equal the carrying amount
1. Percentage points.
2022
Cost
At 1 January 92 454 202 200 948
Additions – – 17 21 38
Acquisition of subsidiaries – 17 – 1 18
Disposals – (2) – (6) (8)
Exchange differences and other (3) (23) 1 (11) (36)
At 31 December 89 446 220 205 960
Accumulated amortization
and impairment
At 1 January 66 176 159 165 566
Amortization 5 32 18 11 66
Acquisition of subsidiaries – – – 1 1
Disposals – (2) – (6) (8)
Exchange differences and other (3) (7) (1) (4) (15)
At 31 December 68 199 176 167 610
Net book value at 31 December 2022 21 247 44 38 350
Computer software
and Other assets
2021
Cost
At 1 January 91 388 182 262 923
Additions – – 21 17 38
Acquisition of subsidiaries 9 63 – 2 74
Disposals – – (5) (85) (90)
Exchange differences and other (8) 3 4 4 3
At 31 December 92 454 202 200 948
Accumulated amortization
and impairment
At 1 January 65 144 147 234 590
Amortization 5 34 14 12 65
Impairment – – 1 – 1
Disposals – – (5) (85) (90)
Exchange differences and other (4) (2) 2 4 –
At 31 December 66 176 159 165 566
Net book value at 31 December 2021 26 278 43 35 382
Other non-current assets are measured at fair value through profit and loss except non-current loans or amounts receivable from third parties
that are measured at amortized cost.
Depending on the nature of the balances, currency and date of maturity, interest rates on long-term balances or loans to third parties range
between 0.0% and 8.0%.
In 2022, other non-current assets included deposits for guarantees and restricted cash of CHF 38 million (2021: CHF 37 million).
Typical examples of restricted cash are cash deposits for performance bonds, rentals and other operating obligations.
At 31 December 2022 and 2021, the fair value of the Group’s other non-current assets approximates their carrying value.
The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties. Other receivables
consist mainly of sales taxes and other taxes recoverable as well as advances to suppliers.
2022
Corporate bonds 3 100 249 – – – (39) 3 310
Bank loans 5 469 – 3 – (8) 469
Put option on acquisition 33 (4) 1 – – (1) 29
Lease liabilities 636 (183) – 3 174 (26) 604
Other financial liabilities 26 (5) – 5 – – 26
Total 3 800 526 1 11 174 (74) 4 438
1. Other movements include interest accruals and payments, amortization under effective rate method, currency effects and other contingent consideration movements.
2021
Corporate bonds 2 600 548 – – – (48) 3 100
Bank loans 556 (555) – 4 – – 5
Put option on acquisition 62 – (27) – – (2) 33
Lease liabilities 621 (179) – 9 190 (5) 636
Other financial liabilities 23 (12) 13 – – 2 26
Total 3 862 (198) (14) 13 190 (53) 3 800
1. Other movements include interest accruals and payments, amortization under effective rate method, currency effects and other contingent consideration movements.
21. Acquisitions
Assets and liabilities arising from acquisitions
Total fair value Total fair value
Fair value on Fair value on other on acquisitions on acquisitions
(CHF million) proderm GmbH acquisitions December 2022 December 2021
In compliance with IFRS 3, fair value on acquisition remains provisional for a 12-month period following the date of acquisition, during which
the Group can finalize the purchase price allocation.
The goodwill arising on these acquisitions relates mainly to the value of expected synergies and the value of the qualified workforce that do
not meet the criteria for recognition as separable intangible assets. Consideration payable relates mainly to environmental and commercial
warranty clauses and the fair value of contingent future earn-out payments.
The Group incurred transaction-related costs of CHF 5 million (2021: CHF 8 million) related to external legal fees, due diligence expenses and
the costs of maintaining an internal acquisition department. These expenses are reported within other operating expenses in the consolidated
income statement.
Currently, the Group has certain exposure to interest and credit risks and no exposure to equity price risk.
Set out below is the information about the credit risk exposure on the Group’s trade receivables using a provision matrix based on ageing
of trade receivables as of invoice date at 31 December 2021:
As part of financial management activities, the Group enters into various types of transaction with international banks, usually with a credit
rating of at least A. Exposure to these risks is closely monitored and kept within predetermined parameters. The Group does not expect any
non-performance by these counterparties. The maximum credit risk to which the Group is theoretically exposed at 31 December 2022 is the
carrying amount of financial assets including derivatives.
In addition, the Group has issued CHF 181 million (2021: CHF 178 million) financial guarantees to certain financial institutions that have
provided credit facilities and foreign exchange lines to its subsidiaries. Management believes the likelihood that a material payment will
be required under these guarantees is remote.
Analysis of financial assets by class and category at 31 December 2022:
Fair value
In the fair value hierarchy, Level 1 measurements are those derived from the quoted price in active markets. Level 2 fair value measurements
are those derived from inputs other than quoted prices that are observable for the asset and liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices). Derivative assets (2022: CHF 12 million; 2021: CHF 11 million) qualify as Level 2 fair value measurement category
in accordance with the fair value hierarchy. Derivative assets consist of foreign currency forward contracts that are measured using quoted
forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contract.
Fair value
At fair value
Amortized cost At fair value through Equity through P&L Total
The corporate bonds qualify as fair value Level 1, which amounts to CHF 3 124 million (2021: CHF 3 166 million).
Other financial liabilities include CHF 29 million qualifying as fair value Level 3 (2021: CHF 33 million), which represents the estimated
present value of the redemption amount to acquire the remaining non-controlling interests of acquisitions if the put/call option is exercised.
Subsequent changes in the valuation of the redemption amount to acquire the remaining non-controlling interests of acquisitions if the
put/call option is exercised shall be recognized directly in equity attributable to owners, including the unwinding of the discount.
The remaining financial liabilities qualify as Level 2 determined in accordance with generally accepted pricing models.
Analysis of financial liabilities by class and category at 31 December 2021:
Fair value
At fair value
Amortized cost At fair value through Equity through P&L Total
Undiscounted contractual maturities of financial liabilities including interest payments at 31 December 2022:
On demand or within one year 360 130 1 301 (1 299) 1 014 173 1 679
Within the second year – – – – 283 125 408
Within the third year – – – – 409 89 498
Within the fourth year – – – – 716 64 780
Within the fifth year – – – – 747 45 792
After five years – – – – 771 135 906
Undiscounted contractual maturities of financial liabilities including interest payments at 31 December 2021:
On demand or within one year 368 152 1 167 (1 165) 285 171 978
Within the second year – – – – 535 135 670
Within the third year – – – – 274 98 372
Within the fourth year – – – – 250 73 323
Within the fifth year – – – – 710 57 767
After five years – – – – 1 189 189 1 378
The Group economically hedges its foreign exchange exposure on a net basis. The net position of the gross settled derivative financial
instruments of CHF 2 million (2021: CHF 2 million) represents the net nominal value expressed in CHF of the Group’s foreign currency
contracts outstanding at 31 December 2022.
Sensitivity analyses
The estimated changes in the value of net foreign currency positions are based on an instantaneous 5% weakening of the Swiss Franc
against all other currencies from the level applicable at 31 December 2022 and 2021 with all other variables remaining constant.
Sensitivity analysis based on net hedged positions at 31 December 2022 and 2021:
2022 2021
Income Income
statement impact Equity impact statement impact Equity impact
(CHF million) income/(expense) increase/(decrease) income/(expense) increase/(decrease)
Treasury shares
On 31 December 2022, SGS SA held 125 978 treasury shares (2021: 3 360 shares). The shares purchased for cancellation are directly
held by SGS SA, while the shares to cover the equity compensation plans are held by a subsidiary company.
In 2022, 3 381 treasury shares were sold or given in relation with the equity compensation plans and 12 500 were repurchased.
On 21 June 2022, SGS SA announced a CHF 250 million share buyback program for the purpose of capital reduction. The program ended on
21 December 2022 and 113 499 shares were repurchased for a total amount of CHF 250 million at an average price of CHF 2 203 per share.
Authorized and Conditional issue of share capital
The Board has the authority to increase the share capital of SGS SA by a maximum of 500 000 registered shares of a par value of
CHF 1 each, corresponding to a maximum increase of CHF 500 000 in share capital. The Board is mandated to issue the new shares
at the market conditions at the time of issue. In the event that the new shares are issued for an acquisition, the Board is authorized
to waive the shareholders’ preferential right of subscription or to allocate such subscription right to third parties.
The authority delegated by the shareholders to the Board of Directors to increase the share capital is valid until 23 March 2023.
The shareholders have conditionally approved an increase of share capital in the amount of CHF 1 100 000, divided into 1 100 000 registered
shares of a par value of CHF 1 each. This conditional share capital increase is intended to procure the necessary shares to satisfy employee
equity participation plans and option or conversion rights to be incorporated in convertible bonds or similar equity-linked instruments that the
Board is authorized to issue. The right to subscribe to such conditional capital is reserved for beneficiaries of employee equity participation
plans and holders of convertible bonds or similar debt instruments and therefore excludes shareholders’ preferential rights of subscription.
The Board is authorized to determine the timing and conditions of such issues, provided that they reflect prevailing market conditions.
The term of exercise of the options or conversion rights may not exceed ten years from the date of issuance of the equity-linked instruments.
In 2022, the Group started to issue commercial paper out of its EUR 1 billion Euro Commercial Paper (ECP) program, for an amount of
EUR 472 million (CHF 465 million) as at 31 December 2022.
Depending on the nature of the loan, currency and date of maturity, interest rates on long-term loans from third parties range between
0.125% and 13.22%, and on short-term loans from third parties range between 0.25% and 54.00%.
The loans from third parties exposed to fair value interest rate risk amounted to CHF 3 778 million (2021: CHF 3 104 million) and the loans
from third parties exposed to cash flow interest rate risk amounted to CHF less than 0.7 million (2021: CHF less than 0.5 million).
SGS SA issued the following corporate bonds listed on the SIX Swiss Exchange:
SGS Nederland Holding BV has issued the following corporate bond, which is guaranteed by SGS SA and which is listed on the Luxembourg
Stock Exchange:
The currency composition of bank loans, corporate bonds and other financial liabilities is as follows:
Bank loans and corporate bond Put option and other financial liabilities
United Kingdom
The Group operates a defined benefit plan through a trust, with the assets of the plans held separately from the Group and trustees who
ensure the plan’s rules are strictly adhered to. This plan has been closed to new entrants since 2002, and effective 31 October 2020, all
remaining participants ceased accruing any additional benefits in the defined benefit plan. Employees are now offered membership in
defined contribution plans operated by the Group.
Funding valuations of the defined benefit plans are carried out and agreed between the Group and the plan trustees at least once every
three years. The funding target is for the plans to hold assets equal in value to the accrued benefits based on projected salaries. As part
of the valuation process, if there is a shortfall against this target, then the Group and trustees will agree on deficit contributions to meet
this deficit over a specified period.
The weighted average duration of the expected benefit payments from the combined plans is approximately 14 years (2021: 19 years).
The Group expects to contribute CHF nil million to this plan in 2023.
Other countries
The Group sponsors defined retirement benefits plans in other countries where the Group operates. No individual countries other than those
described above are considered material and need to be separately disclosed. The Group expects to contribute CHF 4 million to those plans
in 2023.
The assets and liabilities recognized in the statement of financial position at 31 December for defined benefit obligations and for
post-employment benefit plans are as follows:
2022
Fair value of plan assets 494 134 156 77 861
Present value of funded defined benefit obligation (357) (115) (150) (79) (701)
Funded/(unfunded) status 137 19 6 (2) 160
Present value of unfunded defined benefit obligation (5) – (3) (41) (49)
Unrecognized asset due to asset ceiling (98) – – (1) (99)
Net asset/(liability) at 31 December 34 19 3 (44) 12
2021
Fair value of plan assets 485 255 201 85 1 026
Present value of funded defined benefit obligation (445) (194) (193) (100) (932)
Funded/(unfunded) status 40 61 8 (15) 94
Present value of unfunded defined benefit obligation (11) – (4) (57) (72)
Unrecognized asset due to asset ceiling – – – (2) (2)
Net asset/(liability) at 31 December 29 61 4 (74) 20
The net asset of CHF 12 million (2021: net asset of CHF 20 million) includes CHF 59 million (2021: CHF 104 million) of pension fund assets
recognized in the item other non-current assets in note 16 and CHF 47 million (2021: CHF 84 million) of pension fund liability recognized in the
item Defined Benefit Obligation in statement of financial position.
Amounts recognized in the income statement:
2022
Service cost expense 8 – 1 6 15
Net interest income on defined benefit plan – (1) – – (1)
Administrative expenses – 1 1 – 2
Total expense due to defined benefit obligation at 31 December 8 – 2 6 16
Expense charged in:
Salaries and wages 8 1 2 6 17
Financial expenses – (1) – – (1)
Total expense due to defined benefit obligation at 31 December 8 – 2 6 16
2021
Service cost expense 9 – 2 5 16
Net interest expense on defined benefit plan – (1) – 1 –
Administrative expenses – 1 1 – 2
Total expense due to defined benefit obligation at 31 December 9 – 3 6 18
Expense charged in:
Salaries and wages 9 1 3 5 18
Financial expenses – (1) – 1 –
Total expense due to defined benefit obligation at 31 December 9 – 3 6 18
2022
Remeasurement on net defined benefit liability
Change in demographic assumptions – – – (1) (1)
Change in financial assumptions (87) (68) (43) (34) (232)
Experience adjustments on benefit obligations 3 7 (1) 3 12
Actual return on plan assets excluding net interest expense (21) 99 50 14 142
Asset ceiling 98 – – 1 99
Total recognized in the statement of other comprehensive income
(7) 38 6 (17) 20
at 31 December
2021
Remeasurement on net defined benefit liability
Change in demographic assumptions – (1) 1 (1) (1)
Change in financial assumptions (13) (9) (10) (3) (35)
Experience adjustments on benefit obligations 6 – (4) 34 36
Actual return on plan assets excluding net interest expense (30) 1 4 (33) (58)
Asset ceiling – – – 1 1
Total recognized in the statement of other comprehensive income
(37) (9) (9) (2) (57)
at 31 December
In 2022, the Group recognized a CHF 99 million asset ceiling (2021: CHF 1 million), mainly made of a CHF 98 million (2021: CHF nil million)
increase for the SGS Swiss Pension Plan. The maximum economic benefit available in the SGS Swiss Pension Plan was determined applying
the common approach prescribed by IFRIC 14, and reflects the present value of reductions in future contributions to the plan. In making
this estimate, assumptions used for future service costs are consistent with those used to determine the defined benefit obligation as at
31 December 2022.
Movements in the net asset/(liability) during the period:
2022
Net asset/(liability) at 1 January 29 61 4 (74) 20
Expense recognized in the income statement (8) – (2) (6) (16)
Remeasurements recognized in other comprehensive income 7 (38) (6) 17 (20)
Contributions paid by the Group 6 – 7 13 26
Employer benefit payments – – – 3 3
Exchange differences – (4) – 3 (1)
Net asset/(liability) at 31 December 34 19 3 (44) 12
2021
Net asset/(liability) at 1 January (3) 50 (9) (84) (46)
Expense recognized in the income statement (9) – (3) (6) (18)
Remeasurements recognized in other comprehensive income 37 9 9 2 57
Effect of acquisitions/disposals (2) – – – (2)
Contributions paid by the Group 6 1 8 11 26
Employer benefit payments – – – 1 1
Exchange differences – 1 (1) 2 2
Net asset/(liability) at 31 December 29 61 4 (74) 20
2022
Opening present value of the defined benefit obligation 456 194 197 159 1 006
Current service cost 8 – 1 6 15
Interest cost 1 4 6 2 13
Plan participants’ contributions 5 – – 1 6
Actual net benefit payments (24) (7) (10) (9) (50)
(Gains)/losses due to changes in demographic assumptions – – – (1) (1)
(Gains)/losses due to changes in financial assumptions (87) (68) (43) (34) (232)
Experience differences 3 7 (1) 3 12
Exchange rate (gains)/losses – (15) 3 (7) (19)
Defined benefit obligation at 31 December 362 115 153 120 750
2021
Opening present value of the defined benefit obligation 457 203 205 132 997
Current service cost 9 – 2 6 17
Interest cost – 3 5 1 9
Plan participants’ contributions 4 – – – 4
Past service cost – – – (1) (1)
Net increase/(decrease) in DBO from acquisitions/disposals 8 – – – 8
Actual net benefit payments (15) (10) (10) (7) (42)
(Gains)/losses due to changes in demographic assumptions – (1) 1 (1) (1)
(Gains)/losses due to changes in financial assumptions (13) (9) (10) (3) (35)
Experience differences 6 – (4) 34 36
Exchange rate (gains)/losses – 8 8 (2) 14
Defined benefit obligation at 31 December 456 194 197 159 1 006
2022
Opening fair value of plan assets 485 255 201 85 1 026
Interest income on plan assets 1 5 6 2 14
Return on plan assets excluding amounts included in net
interest expense 21 (99) (50) (14) (142)
Actual employer contributions 6 – 7 16 29
Actual plan participants’ contributions 5 – – 1 6
Actual net benefit payments (24) (7) (10) (9) (50)
Actual admin expenses paid – (1) (1) – (2)
Exchange differences – (19) 3 (4) (20)
Fair value of plan assets at 31 December 494 134 156 77 861
2021
Opening fair value of plan assets 454 253 196 48 951
Interest income on plan assets – 4 5 – 9
Return on plan assets excluding amounts included in net
interest expense 30 (1) (4) 33 58
Actual employer contributions 6 1 8 12 27
Actual plan participants’ contributions 4 – – – 4
Actual net benefit payments (15) (10) (10) (7) (42)
Actual admin expenses paid – (1) (1) – (2)
Net increase/(decrease) in assets from acquisitions 6 – – – 6
Exchange differences – 9 7 (1) 15
Fair value of plan assets at 31 December 485 255 201 85 1 026
There are no reimbursement rights included in plan assets. The actual return on plan assets was a loss of CHF 128 million (2021: gain
of CHF 67 million).
The major categories of plan assets at the balance sheet date are as follows:
2022
Cash and cash equivalents 26 12 – 18 56
Equity securities 136 15 17 – 168
Debt securities 68 106 138 1 313
Assets held by insurance company 3 – – 21 24
Properties 217 – – – 217
Investment funds 44 – – – 44
Other – 1 1 37 39
Total plan assets at 31 December 494 134 156 77 861
2021
Cash and cash equivalents 26 19 1 18 64
Equity securities 176 36 25 – 237
Debt securities 56 200 175 1 432
Assets held by insurance company 3 – – 66 69
Properties 175 – – – 175
Investment funds 46 – – – 46
Other 3 – – – 3
Total plan assets at 31 December 485 255 201 85 1 026
In 2022 and 2021, the Group did not occupy any property that was included in the plan assets.
Properties are rented at fair market rental rates. There are no SGS SA shares or any other financial securities used by the Group included
in plan assets.
The plan assets are primarily held within instruments with quoted market prices in an active market, with the exception of the property
and insurance policy holdings.
The investment strategy in Switzerland is to invest, within the statutory and legal requirements, in a diversified portfolio with the aim of
generating long-term returns, which will enable the Board of the foundation to grow the accounts of the members of the pension fund,
whilst taking on the lowest possible risk in order to do so.
In the USA, the pension plan target policy is determined by both quantitatively and qualitatively assessing the risk tolerance level and return
requirements of the plan as determined by the Investment Committee. The investment portfolio asset allocation and structure are developed
based on the results of this process. In the UK, the Trustees review the investment strategy of the scheme and the plan on a regular basis
in order to ensure that they remain appropriate. The last review for both the scheme and plan was recently undertaken and is in the process
of being implemented.
Actuarial assumptions vary according to local prevailing economic and social conditions. The principal weighted average actuarial assumptions
used in determining the cost of benefits for both 2022 and 2021 are as follows:
2022
Discount rate 2.1 4.7 5.2 3.9
Mortality assumption LPP 2020, CMI SNA03M104%/ PRI 2012 MP –
2019 1.25% F94% CMI 2021 2021
1.25%
Salary progression rate 1.7 2.5 3.3 3.1
Future increase for pension in payments – 3.0 – 0.4
Healthcare cost trend assumed for the next year – – 6.7 –
Ultimate trend rate – – 4.5 –
Year that the rate reaches the ultimate trend rate 2030
2021
Discount rate 0.3 1.9 3.0 1.6
Mortality assumption LPP 2020 CMI SNA03M104%/ PRI 2012 MP –
2019 1.25% F94% CMI 2020 2021
1.25%
Salary progression rate 1.5 2.6 3.3 2.7
Future increase for pension in payments – 3.2 – 0.5
Healthcare cost trend assumed for the next year 3.0 – 7.0 –
Ultimate trend rate 3.0 – 4.5 –
Year that the rate reaches the ultimate trend rate 2030
The weighted average rate for each assumption used to measure the benefits obligation is also shown. The assumptions used to determine
the end-of-year benefits obligation are also used to calculate the following year’s cost.
In Switzerland, a decrease in the discount rate of 0.5% per annum would, all other things being equal, increase the obligation by
CHF 22 million; a 0.5% increase in assumed salary would increase the obligation by CHF 1 million; and a one-year increase in members’ life
expectancy would increase the obligation by approximately CHF 8 million.
In the USA, a decrease in the discount rate of 0.5% per annum would, all other things being equal, increase the obligation by CHF 8 million;
a 0.5% increase in assumed salary would not impact the obligation; and a one-year increase in members’ life expectancy would increase the
obligation by approximately CHF 3 million.
In the UK, a decrease in the discount rate of 0.5% per annum would, all other things being equal, increase the obligation by CHF 8 million;
a 0.5% increase in assumed salary would not impact the obligation; and a one-year increase in members’ life expectancy would increase the
obligation by approximately CHF 4 million.
These sensitivities have been calculated to show the movement in the defined benefit obligation in isolation and assume no other changes
in market conditions at the accounting date. This is unlikely in practice; for example, a change in discount rate is unlikely to occur without
any movement in the value of the assets held by the plans.
The amount recognized as an expense in respect of defined contribution plans during 2022 was CHF 81 million (2021: CHF 78 million).
26. Provisions
Legal and
warranty claims on Demobilization and
(CHF million) services rendered reorganization Other provisions Total
Current liabilities 58 60
Non-current liabilities 96 90
Total 154 150
A number of Group companies are subject to litigation and other claims arising out of the normal conduct of their business that can be
best viewed as claims on services rendered. The claim provision represents the sum of estimates of amounts payable on identified claims
and of losses incurred but not yet reported. They therefore reflect estimates of the future payments required to settle both reported and
unreported claims. In the opinion of management, based on all currently available information, the provisions adequately reflect the Group’s
exposure to legal and warranty claims on services rendered. The ultimate outcome of these matters is not expected to materially affect the
Group’s financial position, results of operations or cash flows.
Demobilization and reorganization provisions relate to present legal or constructive obligations of the Group toward third parties, such
as termination payments to employees upon leaving the Group, which in some jurisdictions are a legal obligation. For specific long-term
contracts, typically with two to five years’ duration, the Group is required to dismantle infrastructure and terminate the services of personnel
upon completion of the contract. These demobilization costs are provided for during the life of the contract. Experience has shown that these
contracts may be either extended or terminated earlier than expected.
Other provisions include present legal or constructive obligations towards tax authorities for indirect tax exposure as well as other provisions
towards third parties.
Trade accounts and other payables principally comprise amounts outstanding for trade purchases and ongoing operating costs.
At 31 December 2022 and 2021, the fair value of the Group’s trade accounts and other payables approximates the carrying value.
The Group has issued unconditional guarantees of CHF 461 million (2021: CHF 553 million), as well as performance bonds and bid bonds of
CHF 189 million (2021: CHF 205 million) to commercial customers on behalf of its subsidiaries. Management believes the likelihood that a
material payment will be required under these guarantees is remote.
Units Units
Vesting Outstanding at Outstanding at
period 31 December 31 December
Description from 2021 Granted Forfeited Vested 2022
The Group does not issue new shares to grant employees in relation to the equity-based compensation plans but uses treasury shares,
acquired through share buyback programs.
In total, as of 31 December 2022, the equity overhang, defined as the total number of unvested share units, (30 335 units) divided by the total
number of outstanding shares (7 495 032 shares) amounted to 0.40%.
The company’s burn rate, defined as the number of equities (shares, restricted shares and share units) granted in 2022 (13 485 units) divided
by the total number of outstanding shares, was 0.18%.
The Group recognized during the year a total expense of CHF 20 million (2021: CHF 14 million) in relation to equity compensation plans.
Total
At 31 December the Group had the following shares available to satisfy various programs:
Short-term benefits 15 17
Post-employment benefits 1 1
Share-based payments1 12 20
Total 28 38
1. 2022 represents the value at grant of restricted share units and performance share units granted in 2022 while 2021 represents the value at grant of restricted share units granted in 2021.
The remuneration of Directors and members of the Operations Council is determined by the Nomination and Remuneration Committee.
Additional information is disclosed in the SGS Remuneration report.
During 2022 and 2021, no member of the Board of Directors or of the Operations Council had a personal interest in any business transactions
of the Group.
The Operations Council (including senior management) participates in the equity compensation plans as disclosed in note 29.
The total compensation, including social charges, received by the Board of Directors amounted to CHF 2 797 000 (2021: CHF 1 997 000).
The total compensation (cash and shares/options), including social charges, received by the Operations Council (including senior
management) amounted to CHF 24 474 000 (2021: CHF 36 228 000).
Opinion
We have audited the consolidated financial statements of SGS SA and its subsidiaries (the Group), which comprise the
consolidated income statement and consolidated statement of comprehensive income for the year ended 31 December
2022, the consolidated statement of financial position as at 31 December 2022, the consolidated statement of cash flows
and consolidated statement of changes in equity for the year then ended, and notes to the consolidated financial state-
ments, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements (pages 126 to 165 and 187 to 189) give a true and fair view of the
consolidated financial position of the Group as at 31 December 2022 and its consolidated financial performance and its
consolidated cash flows for the year then ended in accordance with the International Financial Reporting Standards
(IFRS) and comply with Swiss law.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We concluded full scope audit work at 22 reporting units and audits of specific
balances were performed on a further 17 reporting units. Our audit scope ad-
dressed over 68 % of the Group’s revenue.
As key audit matters the following areas of focus have been identified:
• Taxation
PricewaterhouseCoopers SA, avenue Giuseppe-Motta 50, case postale, 1211 Genève 2, Switzerland
Téléphone: +41 58 792 91 00, www.pwc.ch
PricewaterhouseCoopers SA is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.
Materiality
The scope of our audit was influenced by our application of materiality. Our audit opinion aims to provide reasonable
assurance that the consolidated financial statements are free from material misstatement. Misstatements may arise due
to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influ-
ence the economic decisions of users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall
Group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the consolidated financial
statements as a whole.
Rationale for the materiality bench- We chose profit before tax as the benchmark because, in our view, it is the
mark applied benchmark against which the performance of the Group is most commonly
measured, and it is a generally accepted benchmark.
We agreed with the Audit Committee that we would report to them misstatements above CHF 2 million identified during
our audit as well as any misstatements below that amount which, in our view, warranted reporting for qualitative reasons.
Audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consoli-
dated financial statements as a whole, taking into account the structure of the Group, the accounting processes and con-
trols, and the industry in which the Group operates.
Due to the nature of its business and its organisation, the Group has a decentralised structure and operates in 116 coun-
tries in three main regions (Asia Pacific, Europe/Africa/Middle East and Americas). We instructed audit teams in 18
countries to perform a full scope audit and audit teams in another 10 countries to perform an audit of specific balances
(principally revenue, accounts receivable, work in progress and unbilled revenue). These teams audit the respective ac-
count balances as well as classes of transactions and report to us on their audit results in response to the audit instruc-
tions we sent to them.
As Group auditor, we ensure the quality of the audit teams' work by means of planning presentations with all teams, con-
ducting a detailed review of their audit plans and final memorandums as well as holding closing calls with teams auditing
all significant entities. In addition, procedures performed by us at Group level include analytical procedures on entities
not covered by Group reporting requirements to ensure that material risks are identified and addressed. We also assess
the appropriateness of Group accounting policies and the accounting for material or unusual transactions that is pre-
pared centrally, and audit the consolidation. The latter includes, in particular, the central consolidation adjustments, the
treatment of share-based compensation, tax balances, equity and intercompany eliminations as well as business combi-
nation accounting. Finally, we assess the compliance of the consolidated financial statements with IFRS and Swiss law.
Key audit matter How our audit addressed the key audit matter
The Group’s share of goodwill allocated to the Technical We obtained the Group’s impairment test for the Technical
Consultancy USA CGU (cash generating unit) amounts to Consultancy USA CGU and, in particular:
CHF 82 million as at 31 December 2022.
• We assessed the appropriateness of the impairment
We identified the valuation and recoverability of goodwill testing methodology;
and other intangible assets allocated to the Technical Con-
sultancy USA CGU as a key audit matter because despite • We reconciled the five-year cash flow projections to the
reaching the final stage of the recovery phase of declining financial forecasts that were approved by management;
operations, the business has been historically sensitive to • We challenged management to substantiate the key as-
the economic conditions. sumptions used in the cash flow projections of the Tech-
The discounted cash flow model is based on the value- in- nical Consultancy USA CGU's business during the fore-
use methodology and on a five-year plan. casted period;
The assessment of the recoverability of the Technical Con- • We obtained comfort over the appropriateness of cash
sultancy USA CGU's goodwill balance is dependent on the flow assumptions by analysing and performing substan-
estimation of future cash flows. tive detail testing on a sample of the 2022 backlog and
on the 2023 opportunity pipeline;
Management’s judgement is required to determine the as-
sumptions relating to the future business results, the long- • We tested, with the support of PwC's valuation experts,
term growth rate after the forecast period and the discount the reasonableness of the long-term growth rate after
rate applied to the forecasted cash flows. the forecast period and the discount rate;
Refer to the corresponding accounting policy in note 2 – • We tested the mathematical accuracy of the model;
Significant accounting policies and exchange rates and • We assessed the quality of the cash flow projections by
note 14 – Goodwill in the notes to the consolidated finan- comparing the actual results of the CGU to the prior
cial statements. year's budget to identify in retrospect whether any of the
assumptions might have been too optimistic;
• We assessed the adequacy of the disclosures included
in note 14 related to goodwill.
On the basis of the procedures performed, we conclude
that management’s impairment test of the Technical Con-
sultancy USA CGU was acceptable.
Key audit matter How our audit addressed the key audit matter
The Group’s share of goodwill allocated to the Vehicle We obtained the Group’s impairment test for the Vehicle
Compliance Spain CGU (cash generating unit) amounts Spain Compliance CGU and, in particular:
to CHF 115 million as at 31 December 2022.
• We assessed the appropriateness of the impairment
We identified the valuation and recoverability of goodwill testing methodology;
and other intangible assets allocated to the Vehicle Com-
pliance Spain CGU as a key audit matter because tech- • We reconciled the five-year projections to the financial
nical assumptions used in the determination of the CGUs forecasts that were approved by management;
recoverable amount are highly sensitive to the current • We challenged management to substantiate the key as-
economic situation. At the same time, the business is sumptions used in the cash flow projections of the Vehi-
highly dependent on the renewal of concessions in the cle Compliance Spain CGU's business during the fore-
coming years. casted period;
The discounted cash flow model is based on the value- • We obtained comfort over the appropriateness of cash
in-use methodology and on a five-year plan. flow assumptions by corroborating them with external
market data;
Management’s judgement is required to determine the as- • We tested, with the support of PwC's valuation experts,
sumptions relating to the future business results, the long- the reasonableness of the long-term growth rate after
term growth rate after the forecast period and the dis- the forecast period and the discount rate;
count rate applied to the forecasted cash flows.
• We tested the mathematical accuracy of the model;
Refer to the corresponding accounting policy in note 2 –
Significant accounting policies and exchange rates and • We assessed the quality of the cash flow projections by
note 14 – Goodwill in the notes to the consolidated finan- comparing the actual results of the CGU to the prior
cial statements. year's budget to identify in retrospect whether any of the
assumptions might have been too optimistic;
• We evaluated the Group’s sensitivity analysis of key as-
sumptions to ascertain the effect of changes in those
assumptions on the value-in-use;
• We assessed the adequacy of the disclosures included
in note 14 related to goodwill.
On the basis of the procedures performed, we conclude
that management’s impairment test of the Vehicle Compli-
ance Spain CGU was acceptable.
Key audit matter How our audit addressed the key audit matter
The amounts on the balance sheet related to unbilled rev- We reviewed SGS's revenue recognition policy and ob-
enue and work in progress total CHF 210 million. tained an understanding of how unbilled revenue and
WIP are accounted for. Our audit approach consisted of
Unbilled revenue is recognised for services completed but
the following procedures, in particular:
not yet invoiced and is measured at the net selling price.
WIP is recognised for partially completed performance • We assessed the design and implementation of the key
obligations under a contract. The measure of progress is controls relating to the monitoring of unbilled revenue
based on observable output or input methods. A propor- and WIP balances.
tion of the expected margin on completion is recognised
based on the actual costs incurred in proportion to total • We selected samples of unbilled revenue and WIP bal-
expected costs, provided that the project is expected to ances and traced them to underlying contracts and in-
be profitable once completed. voices with customers.
The assessment of the degree of progress and the esti- • We obtained comfort over the degree of progress from
mated margin requires judgement by management. discussions with project managers and performed rec-
onciliations to actual numbers recognised in the finan-
Given the significance and relevance of their impact on cial statements in selected cases.
the consolidated financial statements and because the
progress and the expected margin on completion must be • We selected samples of unbilled revenue and WIP bal-
estimated at the end of each reporting period, we deemed ances recorded at the previous period-end and com-
the measurement of unbilled revenue and work in pro- pared them to subsequent invoices and cash received
gress to be a key audit matter. from clients in order to evaluate the reliability of man-
agement's estimation process.
Refer to the corresponding accounting policy in note 2 –
Significant accounting policies and exchange rates and to • We analysed the aging of the open balances and as-
note 5 – Revenues from contracts with customers in the sessed the appropriateness of provisions recognised in
notes to the consolidated financial statements. accordance with the Group’s provision grid.
• For entities with significant unbilled or WIP balances not
subject to our Group audit, we performed central audit
procedures.
Taxation
Key audit matter How our audit addressed the key audit matter
The Group is subject to taxation in many jurisdictions and Our audit approach consisted of the following procedures,
management makes judgements about the incidence and in particular:
magnitude of tax liabilities that are subject to the future
outcome of assessments by the relevant tax authorities. • We assessed the existence of tax exposures by means
Accordingly, the calculation of tax expense and the re- of inquiry with local and Group management.
lated liability are subject to inherent uncertainty. • We discussed management’s process to assess the risk
To make these judgements, the Group has a structured of tax liabilities in the different jurisdictions as a result of
process whereby management systematically monitors potential challenges to the tax positions, and tested the
and assesses the existence, development and settlement measurement and timing of recognition of the provision
of tax risks in each of its jurisdictions. when applicable.
The Group’s main tax risks are i) that the tax authorities • With the support of PwC's internal tax experts, we ex-
might not accept the transfer prices applied and ii) poten- amined the documentation outlining the matters in dis-
tial adverse results of ongoing tax audits. pute or at risk and the benchmarks relied upon for trans-
fer pricing, and used our knowledge of the tax laws and
In accordance with its methodology, provisions for uncer- other similar taxation matters to assess the available ev-
tain tax positions are calculated and included within cur- idence, management’s judgmental processes and the
rent tax liabilities (CHF 165 million as at 31 December provisions.
2022).
On the basis of the procedures performed, we conclude
Refer to the corresponding accounting policy in note 2 – that management’s tax estimates were reasonable.
Significant accounting policies and exchange rates and to
note 10 – Taxes in the notes to the consolidated financial
statements.
Other information
The Board of Directors is responsible for the other information. The other information comprises the information included
in the annual report, but does not include the financial statements, the consolidated financial statements, the remunera-
tion report and our auditor’s reports thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial state-
ments or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
As part of an audit in accordance with Swiss law, ISAs and SA-CH, we exercise professional judgment and maintain pro-
fessional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrep-
resentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropri-
ate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal
control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and re-
lated disclosures made.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty ex-
ists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evi-
dence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclo-
sures, and whether the consolidated financial statements represent the underlying transactions and events in a man-
ner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide the Board of Directors or its relevant committee with a statement that we have complied with relevant
ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safe-
guards applied.
From the matters communicated with the Board of Directors or its relevant committee, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
In accordance with article 728a paragraph 1 item 3 CO and PS-CH 890, we confirm that an internal control system exists
which has been designed for the preparation of consolidated financial statements according to the instructions of the
Board of Directors.
PricewaterhouseCoopers SA
2. SGS SA
2.1. Income Statement
For the years ended 31 December
(CHF million) Notes 2022 2021
Operating income
Dividends from subsidiaries 696 734
Total operating income 696 734
Operating expenses
Other operating expenses (4) (6)
Total operating expenses (4) (6)
Operating result 692 728
Financial income 6 48 46
Exchange gain, net 30 1
Financial expenses 6 (51) (41)
Liquidation of subsidiaries, net – (1)
Financial result 27 5
Extraordinary losses 7 (67) (8)
Profit before taxes 652 725
Taxes 3 (1)
Withholding taxes (6) (10)
Profit for the year 649 714
Assets
Current assets
Cash and cash equivalents 424 324
Derivative assets 12 2
Other financial assets – 7
Amounts due from subsidiaries 434 691
Other receivables and prepayments 4 2
Total current assets 874 1 026
Non-current assets
Loans to subsidiaries 1 666 1 279
Other financial assets 5 –
Other assets 2 3
Investments in subsidiaries 2 2 008 1 981
Total non-current assets 3 681 3 263
Total assets 4 555 4 289
2.3. Notes
SGS SA (‘the Company’) is the ultimate parent company of the SGS Group which owns and finances, either directly or indirectly,
its subsidiaries and joint ventures throughout the world. The head office is located in Geneva, Switzerland.
The average number of employees is less than 10 people for this company (2021: less than 10).
2. Subsidiaries
The list of principal Group subsidiaries appears in the annual report on pages 187 to 189.
In 2020, SGS SA acquired 80% of the capital of Ryobi Geotechnique Pte Ltd in Singapore. The share purchase agreement includes an option
to acquire the remaining 20% of Ryobi Geotechnique Pte Ltd in 2025.
3. Corporate bonds
SGS SA made the following bond issuances:
As at 31 December 2022, two bonds in the above table are classified as short-term liabilities as the due date is less than a year.
On 5 September 2022, SGS SA issued two bonds, one CHF 150 million with a 1.250% coupon and one CHF 350 million with a 1.700% coupon.
The Company has listed all bonds on the SIX Swiss Exchange.
4. Total equity
Reserve for
treasury shares Treasury
Share held by a shares for Retained
(CHF million) capital Legal reserve subsidiary share buyback earnings Total
5. Share capital
Shares In Total shares Total share capital
circulation Treasury shares issued CHF (million)
Financial income
Interest income third party 1 –
Interest income Group 47 46
Financial income 48 46
Financial expenses
Interest expenses third party (21) (24)
Interest expenses Group (14) (8)
Other financial expenses (16) (9)
Financial expenses (51) (41)
7. Extraordinary losses
The extraordinary loss is composed of impairment respectively on investments in subsidiaries of CHF 52 million and on loan to subsidiaries of
CHF 15 million (2021: CHF 8 million).
The Company has unconditionally guaranteed or provided comfort to financial institutions providing credit facilities (loans and guarantee
bonds) to its subsidiaries. In addition, it has issued performance bonds to commercial customers on behalf of its subsidiaries.
The Company is part of a VAT Group comprising itself and other Group companies in Switzerland.
9. Remuneration
9.1. Remuneration policy and principles
This section appears in the SGS Remuneration report paragraph 2 in the annual report on pages 105 to 107.
9.2. Remuneration model
This section appears in the SGS Remuneration report paragraph 3 in the annual report on pages 107 to 115.
9.3. Remuneration awarded to the Board of Directors
This section appears in the SGS Remuneration report paragraph 4 in the annual report on pages 115 to 117.
9.4. Remuneration awarded to the Operations Council members
This section appears in the SGS Remuneration report paragraph 5 in the annual report on pages 117 to 122.
Name Shares
C. Grieder 485
S.R. du Pasquier 66
P. Desmarais 56
P. Cheung 19
K. Sorenson 104
I. Gallienne 20
S. Atiya 111
T. Hartmann 19
J. Vergis 19
The following table shows the shares held by Members of the Board of Directors as at 31 December 2021:
Name Shares
C. Grieder 90
S.R. du Pasquier 28
P. Desmarais 37
K. Sorenson 36
I. Gallienne 1
S. Atiya 92
T. Hartmann –
J. Vergis –
The following table shows the shares and restricted shares held by senior management as at 31 December 2021:
Details of the various plans are explained in the SGS Remuneration Report.
Profit for the year 649 821 069 714 760 947
Balance brought forward from previous year 278 541 020 110 997 119
Dividend paid on treasury shares released into circulation in 2021 prior the Annual General Meeting
in March 2021 – (1 688 800)
Dividend paid on treasury shares released into circulation in 2022 prior the Annual General Meeting
in March 2022 (85 841) –
Capital reduction by cancellation of shares – 70 700
Share buyback program (250 000 741) –
(Transfer to)/Reversal from the reserve for treasury shares (20 841 198) 53 734 814
Total retained earnings available for appropriation 657 434 309 877 874 780
Proposal of the Board of Directors:
Dividends¹ (589 524 320) (599 333 760)
Balance carried forward 67 909 989 278 541 020
Ordinary gross dividend per registered share 80.00 80.00
1. No dividend is paid on own shares held directly or indirectly by SGS SA.
Opinion
We have audited the financial statements of SGS SA (the Company), which comprise the income statement for the year
ended 31 December 2022, and the statement of financial position as at 31 December 2022, and notes to the financial
statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements, presented on pages 173 to 178, comply with Swiss law and the
company’s articles of incorporation.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
As key audit matter the following area of focus has been identified:
Materiality
The scope of our audit was influenced by our application of materiality. Our audit opinion aims to provide reasonable
assurance that the financial statements are free from material misstatement. Misstatements may arise due to fraud or
error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial statements.
PricewaterhouseCoopers SA, avenue Giuseppe-Motta 50, case postale, 1211 Genève 2, Switzerland
Téléphone: +41 58 792 91 00, www.pwc.ch
PricewaterhouseCoopers SA is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall
materiality for the financial statements as a whole as set out in the table below. These, together with qualitative
considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures
and to evaluate the effect of misstatements, both individually and in aggregate, on the financial statements as a whole.
Rationale for the materiality We chose total assets as the benchmark, because, in our view, it is the
benchmark applied benchmark against which the performance of the Company, which has limited
operating activities and which mainly holds investments in subsidiaries and
intra-group loans, is most commonly measured, and it is a generally accepted
benchmark for holding companies.
We agreed with the Audit Committee that we would report to them misstatements above CHF 2 million identified during
our audit as well as any misstatements below that amount which, in our view, warranted reporting for qualitative reasons.
Audit scope
We designed our audit by determining materiality and assessing the risks of material misstatement in the financial
statements. In particular, we considered where subjective judgements were made; for example, in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As
in all of our audits, we also addressed the risk of management override of internal controls, including among other
matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to
fraud.
Key audit matter How our audit addressed the key audit matter
As at 31 December 2022, SGS SA's investments in We obtained the Company’s work on the valuation of
subsidiaries amount to CHF 2,008 million. investments in subsidiaries, and we performed
the following procedures:
Given the significance of this amount in the financial
statements and because of the judgement used by • We obtained an understanding of management's
management in determining its value, we consider the process and controls relating to the valuation of
valuation of investments in subsidiaries a key audit matter. investments in subsidiaries.
• We tested the mathematical accuracy of the calculations
The Company measures individually the investment in and reconciled the balances to the financial statements.
• We challenged the appropriateness of management’s
each subsidiary. The Company conducts an annual risk
process to identify impairment indicators by comparing
assessment based on several impairment indicators to
the triggers used to common indicators such as historical
identify investments with an impairment risk.
profitability and capacity to pay dividends.
• We also performed testing by calculating revenue and
For those investments in subsidiaries with a higher identified operating profit multipliers based on the market
risk of impairment, the recoverable amount is determined capitalisation of the Group and comparing those to the
based on a five-year discounted cashflow forecast. The main respective multiples of the individual investments in
judgements applied by management relate to revenue and subsidiaries.
margin growth throughout the period of the five-year plan,
the long-term growth rate beyond the detailed forecast
period and the discount rate.
An impairment is recognised if the recoverable amount of For those investments in subsidiaries with a higher identified
an individual investment is lower than the associated risk of impairment, we critically assessed the
carrying value. reasonableness of the underlying key assumptions and
judgements applied by performing the following procedures
The results of management’s impairment testing in particular:
indicated that some investments in subsidiaries were
impaired. As a result, management recognised an • We assessed the quality of the five-year cashflow
impairment in the amount of CHF 52 million. forecast projections by comparing forecasted revenue
and margin growth to historical and market trends as
Refer to note 1 - Accounting policies well as by holding discussions with group management
to assess their intention and ability to execute the
strategic initiatives.
• We evaluated, with the support of PwC's valuation
specialists, the reasonableness of the discount rate and
long-term growth rate applied to those future cash flows.
Other information
The Board of Directors is responsible for the other information. The other information comprises the information included
in the annual report, but does not include the financial statements, the consolidated financial statements, the
remuneration report and our auditor’s reports thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide the Board of Directors or its relevant committee with a statement that we have complied with relevant
ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or
safeguards applied.
From the matters communicated with the Board of Directors or its relevant committee, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
In accordance with article 728a paragraph 1 item 3 CO and PS-CH 890, we confirm that an internal control system exists
which has been designed for the preparation of financial statements according to the instructions of the Board of Directors.
We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s
articles of incorporation. We recommend that the financial statements submitted to you be approved.
PricewaterhouseCoopers SA
3. Historical data
3.1. SGS Group – Five-Year Statistical Data Consolidated Income Statements
For the years ended 31 December
(CHF million) 2022 2021 2020 2019 2018
3.2. SGS Group – Five-Year Statistical Data Consolidated Statements of Financial Position
At 31 December
(CHF million) 2022 2021 2020 2019 2018
Share capital 7 7 8 8 8
Reserves 954 1 118 1 282 1 536 1 851
Treasury shares (279) (8) (230) (30) (191)
Equity attributable to equity holders of SGS SA 682 1 117 1 060 1 514 1 668
Non-controlling interests 81 85 74 81 75
Total equity 763 1 202 1 134 1 595 1 743
Loans and other financial liabilities 2 833 2 889 2 390 2 199 2 110
Lease liabilities 442 481 470 490 2
Deferred tax liabilities 79 92 53 23 30
Defined benefit obligations 47 84 136 151 119
Provisions 96 90 88 91 89
Total non-current liabilities 3 497 3 636 3 137 2 954 2 350
Trade and other payables 671 687 658 638 685
Contract liabilities 228 221 189 155 112
Current tax liabilities 165 169 140 145 127
Loans and other financial liabilities 1 009 282 863 38 412
Lease liabilities 162 155 151 154 –
Provisions 58 60 85 74 21
Other creditors and accruals 569 595 551 574 618
Total current liabilities 2 862 2 169 2 637 1 778 1 975
Total liabilities 6 359 5 805 5 774 4 732 4 325
Total equity and liabilities 7 122 7 007 6 908 6 327 6 068
Share information
Registered shares
Number of shares issued 7 495 032 7 495 032 7 565 732 7 565 732 7 633 732
Number of shares with dividend rights 7 369 054 7 491 672 7 469 238 7 552 390 7 550 707
Price
High 3 076 3 059 2 843 2 689 2 683
Low 2 002 2 595 1 974 2 213 2 170
Year-end 2 150 3 047 2 670 2 651 2 210
Par value 1 1 1 1 1
1. Calculation of the basic earnings per share (weighted average for the year) is disclosed in note 10 of SGS Group Results.
2. As proposed by the Board of Directors.
Market capitalization
At the end of 2022 market capitalization was approximately CHF 16 114 million (2021:CHF 22 837 million). Shares are quoted on the
SIX Swiss Exchange.
3.5. Closing prices for SGS & the Swiss market index (SMI) 2021-2022
SGS SA SMI
3 200 14 000
3 100 13 500
3 000 13 000
2 900 12 500
2 800 12 000
2 700 11 500
2 600 11 000
2 500 10 500
2 400 10 000
2 300 9 500
2 200 9 000
2 100 8 500
2 000 8 000
1 900 7 500
1 800 7 000
1 700 6 500
1 600 6 000
J F M A M J J A S O N D J F M A M J J A S O N D
2021 2022
High price
Closing Swiss market index (monthly close)
Low price
We are
reporting with
transparency.
Databank 192
Scope and boundaries Data collection process Assurance and basis of preparation
The scope of the sustainability information Robust data gathering is important to Each year, around 10% of our affiliates are
contained in this integrated annual report set targets and monitor performance. selected to be audited on all data reported
covers all regions and divisions of the SGS More than 60% of our data is collected and procedures in place to collect and
Group for the 2022 calendar year. A list of locally through centralized software consolidate data. Each audit is carried
SGS affiliates can be found on pages 187 to (SOLARIS), then reviewed and consolidated out by a qualified Sustainability Report
189 of this report. Unless stated otherwise, in a centralized manner. The remaining data Assurance (SRA) auditor.
our reported data scope covers the Group are gathered directly from global functions External assurance of the sustainability
business and targets for the period 1 January like the Global Legal & Compliance, performance indicators and the non-financial
to 31 December 2022. Global Procurement and Global Corporate performance indicators is an important
We have identified and prioritized the most Communications departments. part of our approach, and our sustainability
material impacts on our business and All sustainability data collected through reporting has been independently assured
on stakeholders across our value chain. SOLARIS is gathered on a half-year basis. since 2011.
This integrated annual report includes Remaining data is collected annually at In 2021, we appointed PricewaterhouseCoopers
performance data for our direct operations, the full year. SA (PwC) to provide independent assurance
as well as information on how we manage of our sustainability performance. PwC’s
the most material issues. External standards Assurance Report describes the work
We have published sustainability reports at
undertaken and their conclusion for the
For more information on how we SGS for more than ten years, and since 2015,
define our material issues, please reporting period to 31 December 2022.
we have integrated sustainability content
see page 42 of this report Documents relating to independent external
into our integrated annual report. We support
assurance in the years prior to 2022 are
the principle of integrated reporting, and
We report key performance indicators available in our Reporting Hub section on our
continue to move towards a fully integrated
(KPIs) from all of our facilities, subsidiaries, website: www.sgs.com/en/our-company/
reporting structure in line with the Integrated
and other business units, as determined corporate-sustainability/sustainability-at-sgs/
Reporting Framework. In 2019, we aligned
by our reporting boundaries. reporting-hub.
further to the Framework by using the six
Under the control approach, we endeavor capitals it defines as the structure of our Please see 2022 independent assurance
to account for 100% of the KPIs from integrated annual report. report on pages 213 and 214 of this
operations over which we have control. Since 2013, our non-financial information integrated annual report
We do not account for KPIs from operations has been developed using the guidelines
in which we own an interest but not a for the AA1000 Accountability Principles
control. Control is defined in financial terms. Standard and the Global Reporting Initiative’s
For joint ventures, we will use an equity Standards. We also align our reporting with
accounting basis. Where we do not have the Sustainability Accounting Standard for
accurate information for a given KPI we will the Professional & Commercial Services
exclude it from our accounting and reporting. Industry (SASB). Our reporting approach is
We will indicate this exclusion in the report. explained further in our Sustainability Basis
As an example, we currently do not account of Reporting.
for district heating and refrigerants in our Where GRI or SASB standards do not
total carbon dioxide (CO2) emissions. provide a methodology for a sustainability
We disclose our past and present performance indicator, or their methodology
performance over a five-year period in this is not appropriate, we apply the methodology
report. Sometimes historical data may differ provided in our Basis of reporting.
from that included in previous reports due For carbon emissions-related indicators,
to the availability of more accurate data or we follow the Greenhouse Gas Protocol
improved data gathering and/or reporting. (GHG Protocol) Corporate Standard
In such cases, variations in data of less than (financial control approach).
5% are generally considered immaterial. The London Benchmarking Group is used
However, significant changes to prior year as a guide to define indicators related to
data are disclosed where they first appear community investment.
in the report.
Databank
Total number of integrity issues reported through integrity helplines¹ 374 262 208
Total number of substantiated breaches of the code of integrity received through integrity helplines¹ 73 35 17
Broken down by type of breach:
Integrity of services 23 6 3
Integrity of financial records 3 4 1
Conflict of interest 12 – 2
Employee relations 10 9 9
Fair competition – – –
Compliance with laws 7 2 1
Gifts and entertainment – – –
Confidentiality 2 1 –
Use of company assets and resources 2 6 –
Environment, health & safety 7 – 1
Bribery and corruption 7 7 –
Intellectual property – – –
External communication – – –
Insider dealing – – –
Political donations and charitable contributions – – –
Consequences adopted during the reporting year, broken down by type : 2
Termination 38 11 3
Disciplinary action 29 18 6
Improvement in the processes 12 17 13
No action possible or needed 18 5 –
Under decision process – 7 8
Percentage of employees signing the code of integrity 100.0% 100.0% 100.0%
Percentage of employees trained on the code of integrity 99.9% 99.0% 99.0%
Percentage of operations analyzed for risks related to corruption 100.0% 100.0% 100.0%
Number and nature of confirmed incidents of corruption identified through corporate helplines1,3 7 7 –
Public legal cases regarding corruption brought against the organization/employees – – –
1. “Helplines” means channels used by employees and external parties to report suspected violations of the Code of integrity and submitted online, by phone call, sent via fax, email or post.
2. Consequences adopted during the reporting year. Some of these consequences may refer to breaches confirmed in previous years.
3. Measures taken for these 7 cases were the following: termination of employees (8), disciplinary action (1) and improvement in the processes (1).
Public policy
We do not provide any financial or in-kind support, given directly or indirectly, to political parties, their elected representatives or persons
seeking political office. We support some industry associations, but the sum is not material, representing less than 0.01% of our revenue.
1. The main associations we contributed to in 2022 were: TIC Council: CHF 76 264.05; Energy Institute: CHF 61 870.11; World Travel and Tourism Council: CHF 50 228.75; Swissholding:
CHF 50 000; IMD International Institute for Management Development: CHF 50 000.
Databank
continued
Sustainable procurement and supply chain
Our supply chain is diverse and covers over 100 countries from large industrial to small developing countries. These suppliers
are key stakeholders to SGS and we are committed to engage in an ongoing dialog to reach the highest social, economic and
environmental standards.
1. Potential sustainability risks identified in the supply chain (as a % of spend): − Economic risk: Low: 59%; Medium: 40%; High: 1% − Social risk: Low: 65%; Medium: 35%; High: 0%
− Environmental risk: Low: 49%; Medium: 49%; High: 2%.
2. Tier 1 suppliers within the scope of the SAQ.
General repairs
and maintenance 6%
Travel and vehicles 15%
Human rights
Our group human rights policy clearly sets out our commitment to treat everyone with whom we come into contact with fairness, dignity
and respect. It is in line with leading international human rights legislation and principles, and it applies to all those working for SGS or in our
supply chains.
Number of operations identified as having a significant risk of incidences of child labor, forced
or compulsory labor, or where the right to exercise freedom of association may be violated – – –
Total number of proven incidents of discrimination3 4 – –
Number of grievances identified through helplines1 related to human rights3 4 – –
Total number of employees trained on our human rights principles 2
79 893 39 137 36 390
Percentage of employees trained on our human rights principles2 78.4% 39.4% 39.0%
Percentage of employees covered by collective bargaining 4
46% 44% 41%
1. “Helplines” means channels used by employees and external parties to report suspected violations of the Code of integrity and submitted online, by phone call.
2. Each year, the human rights training course is launched on December and all employees must have passed it by March. Employees that completed the training offline are not included,
which we are working to do next year.
3. Measures taken for these 4 cases were the following: 2 terminations and 2 disciplinary actions.
4. Employees covered by collective consultation/representation processes. The scope is limited to those affiliates where collective bargaining exists according to the International Labour
Organization database for coverage rate.
Number of complaints received from outside parties and substantiated by the organization
(# of complaints) – – –
Substantiated complaints concerning breaches of data customer policy
(# of complaints) – 1 –
Number of complaints from regulatory bodies
(# of complaints) – – –
Completion rate of data protection and privacy e-learning
(As a % of people invited to the e-learning) 0%1 99.0% 98.8%
1. In 2022 there has been no global data privacy training for employees. New hires must take the Data Privacy Get Started e-learning course as part of the Shine program.
Workforce breakdown
Our workforce is characterized by diversity in generation, nationality and gender identity.
Number of employees
(# of employees) 101 860 99 374 93 269
Permanent workers
(As a % of total employees) 92% 91% 91%
Casual workers
(As a % of total employees) 8% 9% 9%
Databank
continued
Workforce breakdown continued
Gender, generation and other diversity indicators 2022 2021 2020
1. This data covers 96% of our employees as USA employees are not included in this breakdown.
Training ratio1
(As a % of total employment cost spent on training) 3.0% 2.6% 2.5%
Training hours per FTE
(# of hours per FTE) 54.7 45.8 48.8
Job related training hours per FTE
(# of hours per FTE) 43.3 38.9 42.0
Total training hours 2
1. Training and hours spent cost per total employment cost, including safety training hours. On a constant currency basis.
2. Broken down by type of training: Management and leadership development: 2%; Apprentice & trainee training programs: 4%; Technical training: 16%; Non-Technical training: 2%;
Operational integrity training: 55%; Compliance training: 14%; Other: 7%.
Employee engagement
We value feedback and encourage employees to voice their opinions via our voluntary annual employee engagement survey. Our managers
then use this input to launch improvement actions with their teams. Each year we survey different geographies, and we benchmark ourself
against external norms; local management takes appropriate actions to improve our scores.
2022 2021 2020
Databank
continued
Talent attraction and retention
Our recruitment process is designed to enable us to select creative, innovative people who have passion, potential and integrity. We make
our selection based on a combination of candidates’ skills, competencies, experience and motivation. Through this approach and targeted
talent attraction strategies, we have welcomed 28 430 new hires (internal and external) in 2022.
2022 2021 2020
New hires
(# of employees) 28 430 29 486 18 546
Internal new hires
(As a % of total new hires) 15.1% 14.8% 19.7%
New hires (female)
(As a % of internal hires) 50.3% 50.3% 45.4%
New hires (male)
(As a % of internal hires) 49.7% 49.7% 54.6%
External new hires
(As a % of total new hires) 84.9% 85.2% 80.3%
New hires (female)
(As a % of external hires) 36.8% 35.2% 34.3%
New hires (male)
(As a % of external hires) 63.2% 64.8% 65.7%
Voluntary turnover
(As a % of permanent employees) 14.8% 14.7% 10.1%
Total turnover
(As a % of total permanent employees) 20.3% 20.5% 18.1%
Total turnover female
(% of total female) 19.6% 20.1% 16.0%
Total turnover male
(% of total male) 20.8% 20.7% 19.3%
Internal new hires External new hires Employees that left on their own will
<30 years old 31.0% <30 years old 47.0% <30 years old 38.3%
30-50 years old 63.9% 30-50 years old 46.2% 30-50 years old 54.6%
>50 years old 5.1% >50 years old 6.8% >50 years old 7.1%
Remuneration
Our goal is to offer our existing and future talent a competitive compensation package, to attract, engage, motivate and retain them.
We systematically assess the competitiveness of our reward practices in all the markets in which we operate.
Operational integrity
Employee health and safety along with environmental protection are a priority. As detailed in our business principles, protecting employees
and the environment from harm are fundamental behaviors at SGS. In 2022, we have continued to make progress towards our target and
have achieved a further reduction in our incident rates.
1. Number of lost time, restricted duty, medical treatment incidents and fatalities per 200 000 hours worked.
2. Number of lost time, restricted duty, medical treatment incidents and fatalities.
3. Number of lost time incidents per 200 000 hours worked.
4. Event, situation or physical environment with the potential to cause injury, damage or loss to people, property and the environment, but which was avoided by circumstance.
5. Days of sickness absence and restricted duty per total days worked.
Databank
continued
Community investment
We are committed to investing in the communities where we operate, and we do so across three pillars: empowerment, education and
environmental sustainability. In doing so, we are helping to tackle global challenges such as poverty, equal opportunities, health, education,
climate change and environmental degradation. In 2022, we have increased our investment in community and doubled the number of
volunteering hours.
Community investment
Investment per type Investment per nature of contribution Investment per pillar
1. Electricity bought from a non renewable tariff linked to Energy Attribute Certificates.
2. Electricity bought from local renewable sources of production and through energy attribute certificates. Emissions related to Distric heating are currently not included in this figure.
3. On a constant currency basis.
4. From non renewable sources.
Databank
continued
Climate change – greenhouse gas emissions
We have committed to reducing greenhouse gas emissions through the Science Based Targets initiative (SBTi), which advocates the setting
of targets and deadlines in line with climate science in order to future-proof growth. In 2022, we received approval for our 1.5ºC and net-zero
targets from the SBTi and we will continue our efforts towards these targets by focusing on our major source of scope 1 and 2 emissions
(vehicle emissions) and our scope 3 emissions associated to our supply chain.
Water purchased
(m3) 1 985 965 1 919 430 1 715 493
Water use/FTE
(m3/FTE) 20.5 20.6 19.3
Weight of waste generated
(metric tonnes) 78 560 65 199 55 536
Weight of hazardous waste generated
(metric tonnes) 16 217 14 688 11 121
SGS offices and labs 10 829 11 020 7 503
Client samples 5 388 3 667 3 618
Weight of non-hazardous waste generated
(metric tonnes) 62 343 50 511 44 415
SGS offices and labs 36 558 28 518 24 153
Client samples 25 785 21 993 20 262
Weight of waste recovered
(metric tonnes) 24 783 20 888 15 293
Weight of hazardous waste recovered
(metric tonnes) 5 107 4 832 2 711
SGS offices and labs 2 343 3 745 1 775
Client samples 2 764 1 087 936
Weight of non-hazardous waste recovered
(metric tonnes) 19 676 16 056 12 582
SGS offices and labs 8 943 8 063 5 556
Client samples 10 733 7 993 7 026
Environmental incidents
(As # of environmental incidents including significant spills) 26 45 48
2-21 Annual total compensation ratio Pages 104-123, 199 – CEO and mean employee
compensation ratio
2-22 Statement on sustainable Pages 8-11
development strategy
2-23 Policy commitments Pages 23, 228-235
2-24 Embedding policy commitments Page 23
2-25 Processes to remediate Pages 46-49 , 228-235
negative impacts
2-26 Mechanisms for seeking Pages 228-235
advice and raising concerns
2-27 Compliance with laws As indicated in our Code of Integrity, SGS complies with
and regulations applicable laws in the countries where it does business.
During 2022 the SGS Group was not condemned to any
significant fines or penalties for non-compliance with
any kind of laws and regulations
2-28 Membership associations Page 193
2-29 Approach to stakeholder Pages 40-41, 193 – Customer satisfaction score
engagement (As a % score)
– Engagement index*
2-30 Collective bargaining agreements We respect our employees’ right to have collective – Percentage of employees covered
representation and to enter into collective bargaining by collective bargaining
agreements where this is accepted by local law
Page 195
GRI 3: Material Topics 2021
3-1 Process to determine Pages 42, 191
material topics
3-2 List of material topics Pages 42, 191
As a result of this year’s materiality review, the “corporate
governance” and “sustainable supply chain” are now included
as key material topics for the company
3-3 Management of material topics Pages 42, 191
GRI 201: Economic Performance 2016
3-3 Management of material topics Pages 52-57
201-1 Direct economic value – Total economic value generated: CHF 6 662 Mio (Revenue: – Total economic value generated
generated and distributed CHF 6 642 Mio; Financial and other income: CHF 20 Mio) – Total economic value distributed
– Total economic value distributed: CHF 6 666 Mio (Salaries – Total economic value retained
and wages: CHF 3 331 Mio; Subcontractors’ expenses:
CHF 399 Mio; Depreciation, amortization and impairment:
CHF 521 Mio; Other operating expenses: CHF 1 493 Mio
(including Other taxes: 37 Mio and Community contributions
and charitable donations: CHF 1 Mio); Financial expenses:
CHF 71 Mio; Expected dividends due to non-controlling
interests and to shareholders as proposed by the Board of
Directors: CHF 632 Mio; Income taxes CHF 219 Mio
– Total economic value retained: CHF -4 Mio
201-2 Financial implications and other Pages 215-227
risks and opportunities due to
climate change
201-3 Defined benefit plan obligations Page 134
and other retirement plans Only qualitative information is disclosed
201-4 Financial assistance received SGS does not receive any significant financial assistance from
from government governments, but we benefit from incentives in the form of
grants from certain government schemes, such as energy-
saving incentives. However, these benefits are of low value.
This information is based on our global information gathering
system. We are not aware of any significant incentives granted
by governments or any financial aid granted to political parties
at local level during 2022
2022 GRI
content index
continued
206-1 Legal actions for anti-competitive In 2022, we did not identify any legal actions related to – Number of legal actions pending
behavior, anti-trust, and monopoly anti-competitive behavior, antitrust and monopoly practices. or completed during the reporting
practices This information is based on our global information gathering period regarding anti-competitive
system based on incidents reported via the SGS integrity behavior and violations of anti-trust
helplines. We are not aware of any significant incidents of and monopoly legislation in which
this type at a local level during 2022 the organization has been identified
as a participant
GRI 207: Tax 2019
3-3 Management of material topics Pages 141-142
GRI 302: Energy 2016
3-3 Management of material topics Pages 76-77
302-1 Energy consumption within Pages 76-77, 201 – Total energy consumption
the organization The information reported is limited to the total fuel and the by source (MWh)
total electricity consumption broken down by renewable – Vehicle fuels energy (MWh)
and non-renewable electricity – Non-transport fuels energy (MWh)
– Total electricity (MWh)
– Standard electricity (MWh)
– Renewable electricity (MWh)
– Total renewable electricity (As %
of total electricity consumption)
302-3 Energy intensity Pages 76-77, 201 – Energy intensity per revenue
(MWh/CHF million)
– Energy intensity per FTE (MWh/FTE)
302-4 Reduction of energy consumption Page 201
Compared to 2019, our energy consumption has increased
by 1.4% in 2022
GRI 303: Water and Effluents 2018
3-3 Management of material topics Pages 76-77
303-1 Interactions with water Pages 76-77
as a shared resource
303-2 Management of water Pages 76-77
discharge-related impacts
303-5 Water consumption Page 203 – Water purchased (m3)
The information reported is limited to the total
water consumption
GRI 304: Biodiversity 2016
3-3 Management of material topics Not applicable. Being a service based company, SGS
does not have a significant impact on biodiversity
GRI 305: Emissions 2016
3-3 Management of material topics Pages 76-77
305-1 Direct (Scope 1) GHG emissions Pages 76-77, 202 – Scope 1 emissions from vehicles
We are currently improving our refrigerant gases collection – Scope 1 emissions from buildings
system to ensure the accuracy of the data. To date, reliable
data about refrigerant consumption is unavailable and
therefore they are excluded from the Group’s carbon footprint
305-2 Energy indirect (Scope 2) Pages 76-77, 202 – Scope 2 Electricity emissions
GHG emissions (location-based)
– Scope 2 Electricity emissions
(market-based)
305-3 Other indirect (Scope 3) Pages 76-77, 202 – Scope 3 emissions
GHG emissions (CO2e tonnes)
– Purchased goods and services
– Capital goods
– Fuel and energy related activities
(not included in Scope 1 and
Scope 2)
– Waste generated in operations
– Business travel
– Employee commuting
2022 GRI
content index
continued
305-4 GHG emissions intensity Pages 76-77, 202 – Scope 1+2 intensity per revenue
market-based (CO2e tonnes/
CHF million)
– Scope 1+2 intensity per FTE
market-based (CO2e tonnes/FTE)
– Scope 3 intensity
(CO2e tonnes/CHF million)
305-5 Reduction of GHG emissions Pages 76-77, 202 – Scope 1+2 emissions variation
(as a % against a 2019 baseline)
– Scope 3 emissions variation
(as a % against a 2019 baseline)
GRI 306: Waste 2020
3-3 Management of material topics Pages 76-77
306-1 Waste generation and significant Pages 76-77, 203
waste-related impacts
306-2 Management of significant Pages 76-77, 203
waste-related impacts
306-3 (2020) Waste generated Pages 203 – Weight of waste generated
(metric tonnes)
– Weight of hazardous waste
generated (metric tonnes)
– Weight of non-hazardous waste
generated (metric tonnes)
306-3 (2016) Significant spills Pages 203 – Environmental incidents (As # of
environmental incidents including
significant spills)
306-4 Waste diverted from disposal Pages 76-77, 203 – Weight of waste recovered
(metric tonnes)
– Weight of hazardous waste
recovered (metric tonnes)
– Non-hazardous waste recovered
(metric tonnes)
GRI 308: Supplier Environmental Assessment 2016
3-3 Management of material topics Pages 72-73
308-2 Negative environmental Page 194 – Tier 1 suppliers analyzed for
impacts in the supply chain The information reported is limited to the number of suppliers sustainability risks (as a %
and actions taken assessed for environmental impacts of total Tier 1 suppliers).
– Spend analyzed for sustainability
risks (as a %)
GRI 401: Employment 2016
3-3 Management of material topics Pages 66-69
401-1 New employee hires Page 198 – New hires (# of employees)
and employee turnover Information not broken down by region – Voluntary turnover (As a %
of permanent employees)
– Total turnover by gender (As a %
of total permanent employees)
401-2 Benefits provided to We offer benefits such as healthcare plans and occupational
full-time employees that pension plans to our employees considering their type of
are not provided to temporary contract, in accordance with local market practices
or part-time employees
401-3 Parental leave Many of our affiliates provide paid maternity and paternity
leave in excess of legally required minimum. For example,
SGS Switzerland offers 16 weeks of maternity leave paid at
100%. SGS Australia offers 8 weeks of paid maternity leave
in excess of the local legally required minimums and SGS
South Africa, offers 5 paid days while local regulation provides
3 paid days. We also provide different childcare facilities in
many of our affiliates. Some of our offices count with special
rooms equipped with armchairs and freezes dedicated to
breastfeeding. We also offer our employees the possibility
of flexible working arrangements such as flexible check-in
and checkout, remote or part-time working to promote
worklife balance
No quantitative information available
2022 GRI
content index
continued
Data SV-PS-230a.1 Description of approach to identifying and addressing data Disclosed Pages 46-48
Security security risks
SV-PS-230a.2 Description of policies and practices relating to collection, Disclosed Privacy at SGS
usage, and retention of customer information
Privacy policy
SV-PS-230a.3 (1) Number of data breaches Disclosed Page 195
(2) Percentage involving customers’ confidential business
information (CBI) or personally identifiable information (PII)
(3) Number of customers affected
Workforce SV-PS-330a.1 Percentage of gender and racial/ethnic group representation for Disclosed Pages 89-91, 97-98, 196
Diversity & (1) Executive management, and
Engagement
(2) All other employees
SV-PS-330a.2 (1) Voluntary, and Disclosed Page 198
(2) Involuntary turnover rate for employees
SV-PS-330a.3 Employee engagement as a percentage Disclosed Page 197
Professional SV-PS-510a.1 Description of approach to ensuring professional integrity Disclosed Pages 66-69
Integrity Code of integrity
Privacy policy
SV-PS-510a.2 Total amount of monetary losses as a result of legal Disclosed In 2022, we were not issued with
proceedings associated with professional integrity any significant fines or penalties
for non-compliance with regulations
associated with professional integrity
Activity metrics
Level of Page number(s)
Activity metric Code disclosure and/or URL(s)
1. FTEs, number of employees and percentage of casual and permanent workers are disclosed. We are working on reporting the requested breakdown in future reports.
2. The employee hours worked are only available at theoretical level. We are working on reporting these figures in future reports.
We have been engaged to perform assurance procedures to provide limited assurance on selected 2022 sustainability
indicators (including the GHG statement) of SGS SA and its consolidated subsidiaries (“SGS”) included in the Integrated
Report (“Report”) for the year ended 31 December 2022. Our limited assurance engagement focused on selected 2022
sustainability indicators as presented in the 2022 GRI Content Index of the Report of SGS SA on pages 204 to 211
marked with the check mark .
The reporting criteria used by SGS is described in the SGS Basis of Reporting document in the section “2. REPORTING
PRINCIPLES AND EXTERNAL STANDARDS” defining those procedures, by which the related sustainability indicators
are internally gathered, collated and aggregated. The SGS Basis of Reporting document is based on the GRI Sustaina-
bility Reporting Standards (GRI Standards) published by the Global Reporting Initiative (GRI) and the GHG Protocol
Corporate Accounting and Reporting Standard, Corporate Standard, Revised edition, among others. Our evaluation of
the selected 2022 sustainability indicators (including the GHG statement) is against applicable GRI-Criteria and the GHG
Protocol Corporate Standard (hereafter referred to as the “related GRI-Criteria”).
Inherent limitations
The accuracy and completeness of sustainability indicators (including the GHG statement) are subject to inherent limita-
tions given their nature and methods for determining, calculating and estimating such data. Our assurance report should
therefore be read in connection with SGS Basis of Reporting document, its definitions and procedures on sustainability
reporting therein. Further, the greenhouse gas quantification is subject to inherent uncertainty because of incomplete scientific
knowledge used to determine emissions factors and the values needed to combine emissions of different gases.
SGS responsibility
The Board of Directors of SGS is responsible for the Report as well as for selection, preparation and presentation of the
2022 sustainability indicators (including the GHG statement) in the Report in accordance with the SGS Basis of Prepara-
tion document. This responsibility includes the preparation of the SGS Basis of Reporting document and the design, im-
plementation, and maintenance of related internal control relevant to this reporting process that is free from material mis-
statement, whether due to fraud or error and the appropriate record keeping.
PricewaterhouseCoopers SA applies International Standard on Quality Management 1, which requires the firm to de-
sign, implement and operate a system of quality management including policies or procedures regarding compliance
with ethical requirements, professional standards and applicable legal and regulatory requirements.
Practitioner’s responsibility
Our responsibility is to express a limited assurance conclusion on selected 2022 sustainability indicators (including the
GHG statement) as presented in the 2022 GRI Content Index of the Report on pages 204 to 211 marked with the check
mark . We conducted our engagement in accordance with the International Standard on Assurance Engagements
(ISAE) 3000 (Revised) ‘Assurance engagements other than audits or reviews of historical financial information’ and the
International Standard on Assurance Engagements 3410, Assurance Engagements on Greenhouse Gas Statements
('ISAE 3410'), issued by the International Auditing and Assurance Standards Board. These standards require that we
plan and perform this engagement to obtain limited assurance about on whether anything has come to our attention that
causes us to believe that the selected 2022 sustainability indicators (including the GHG statement) presented in the
2022 GRI content index are not free from material misstatement evaluated against the related GRI-Criteria.
PricewaterhouseCoopers SA, avenue Giuseppe-Motta 50, case postale, 1211 Geneva 2, Switzerland
Téléphone: +41 58 792 91 00, www.pwc.ch
PricewaterhouseCoopers SA is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.
A limited assurance engagement undertaken in accordance with ISAE 3000 (revised) and ISAE 3410 (including the
PricewaterhouseCoopers SA
Independence and quality management
We are independent of the SGS SA in accordance with the International Code of Ethics for Professional Accountants
(including International Independence Standards) issued by the International Ethics Standards Board for Accountants
(IESBA Code). WeGuillaume
have fulfilled
Nayet our other ethical responsibilities
Maegan in accordance with the IESBA Code, which is founded
Gokarn
on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional
behaviour.
Geneva, 22 February 2023
PricewaterhouseCoopers SA applies
‘The maintenance andInternational Standard
integrity of SGS on Quality
SA’s website Management
and its content 1, which requires
are the responsibility the firm
of the Board to de-
of Direc-
sign, implement and tors; the work
operate carried out
a system by the assurance
of quality management provider does notpolicies
including involve consideration
or procedures of the maintenance
regarding and in-
compliance
tegrity of the SGS SA website and, accordingly, the assurance providers accept no responsibility for any
with ethical requirements,
changes professional
that may havestandards
occurred to and applicable
the reported legal andindicators
sustainability regulatory requirements.
or criteria since they were initially
presented on the website.
Practitioner’s responsibility
Our responsibility is to express a limited assurance conclusion on selected 2022 sustainability indicators (including the
2 SGS SA | Independent Limited Assurance Report
GHG statement) as presented in the 2022 GRI Content Index of the Report on pages 204 to 211 marked with the check
mark . We conducted our engagement in accordance with the International Standard on Assurance Engagements
(ISAE) 3000 (Revised) ‘Assurance engagements other than audits or reviews of historical financial information’ and the
International Standard on Assurance Engagements 3410, Assurance Engagements on Greenhouse Gas Statements
SGS | 2022 Integrated Report
('ISAE 3410'), issued by the International Auditing and Assurance Standards Board. These standards require that we
plan and perform this engagement to obtain limited assurance about on whether anything has come to our attention that
Management Corporate Remuneration Financial Non-financial Appendix
report governance report statements statements 215
We are
leading the
way on climate
change.
Our stakeholders already require detailed This increases our transparency and will This whilst also continuing to compensate
and comprehensive information on our help our stakeholders make more informed our remaining carbon emissions, further
sustainability performance, including climate decisions when engaging with SGS. It will developing our Sustainable Solutions
change related analysis and discussion, also help us align with the Swiss regulation, Framework and maintaining our capital
much of which you can find in our 2022 according to which, from 2024, large Swiss allocation decisions and management
Integrated Report. To add to our industry firms will be legally bound to report on incentivization to sustainable criteria.
leading sustainability performance and climate issues including climate-related During 2022, we also continued to embed
reporting, and to meet future reporting risks and opportunities. climatic risks and opportunities in our
requirements, we are publishing our Helping in the fight against climate change company decision making, and quantified
TCFD report. through changing our company behavior and the financial impact of some of our key risks
The purpose of the TCFD is to promote the provision of services to our customers and opportunities.
international financial stability through is a key factor in our purpose of enabling a
consistent information provided to financial better, safer and more interconnected world.
market participants that assess and value This is reflected by the upgrade in 2022
climate-related risks and opportunities. of our science-based targets, from 2.0°C
The additional reporting in this document to 1.5°C by 2030, and our commitment to
includes: our strategy to address climate achieve Net Zero by 2050.
related risks and opportunities, the results
of our scenario analysis, and our main
climatic risks and opportunities and
related impact in our organization.
Governance
Governance
continued
Strategy
Time horizons
We have defined the following time horizons for climate-related risks and opportunities:
These horizons were chosen because they are aligned with our business and sustainability strategies.
Impact on business, strategy Managing impact These risks and opportunities are prioritized
and financial planning In addition to identifying and evaluating depending on this assessment. An example
potential risks, for all our operations and of how we are investing to capture these
Identifying and quantifying impacts functions at local, regional and global levels opportunities is our sustainability solutions.
Climatic risks and opportunities are identified are required to explain the associated Our Sustainability Solutions Framework has
through various channels: mitigation programs, in order to define the been designed to support our customers
residual risks. These residual risks are then as they respond and adapt to societal and
• Climatic scenario analysis: through climatic
evaluated against SGS risk appetite and risk environmental challenges by implementing
analysis models, market trends, upcoming
tolerance level. sustainable, safer and more efficient
regulations and megatrends
• Our operations: they are up to date with In addition to the process described in processes across their value chains.
market changes that can result in risks section 2.2, executive vice presidents of As well as enhancing service visibility for
and/or opportunities each of our divisions take climatic risks into customers, the new framework also enables
consideration when defining the strategy of us to quantify and track revenue from
• Business continuity team: they analyze,
the division and in their financial planning. sustainability activities and helps with our
anticipate and prepare the organization
In most cases, this includes diversifying process of measuring the value to society
for potential business disruption, which
into other services or geographies where a that these services provide.
includes extreme weather events
portion of the business could be disrupted
Identified climatic risks include upstream due to market or regulatory changes, and
and downstream activities across the investing where new opportunities are likely
supply chains for all our stakeholders, to appear or where there may be an increase
which are input into our risk intelligence in demand for an existing service.
tool for evaluation.
Strategy
continued
Increasing price
Regulatory
Due to an increase in the price of carbon off-sets Reducing our carbon emissions Medium Global
of carbon (to maintain our carbon neutrality) and to an and energy consumption through term
increase in carbon taxes from governments. our climate change mitigation
strategy. Implementing a
strategy to mitigate the increase
in carbon offsets and increasing
self-generation of renewables.
Increased Higher operational costs to comply with climate We take a proactive approach Short Global
compliance related legislation (e.g. EU Taxonomy, adoption and adopt best- in-class practices term
costs of TCFD recommendations, etc.). towards climate change
mitigation and adaptation.
Failing to adapt to
Technology
Not adopting low carbon technologies (such as Our climate change mitigation Medium Global
new low carbon low carbon vehicles, energy efficiency measures strategy ensures that we term
technologies for our buildings or renewable energy generation) continuously innovate, for
would reduce our competitiveness and affect example through our energy
our reputation. efficiency in buildings program
or our vehicle emissions policy.
Shifts in service
Market
Market changes due to climate change can have We are diversifying our market Medium Global
demand a significant impact on client demand for SGS segment, to increase revenues term
services, either directly or indirectly. Some of from markets that will be
the specific potential shifts we have identified developing as a result of climate
by division are: change. Cornerstone to this
• Natural Resources: risks associated with are our sustainability solutions,
coal phaseout and different types of crops a wide range of services
in several regions, and with climate change that help organizations to
regulation and market demands implement better and more
efficient processes, address
• Connectivity & Products: two potential risks
stakeholder concerns, address
associated with carbon pricing and changes
risks and accomplish their
in customer behavior
sustainability goals. The impact
• Industries & Environment and Knowledge:
of this mitigation measure is
risks associated with transition-related
displayed as an opportunity
new markets
below, under “main climate-
related opportunities.”
Climate
Reputation
Failing to address appropriately our impact Our sustainability team ensures Long Global
reputation on climate change or to comply with climate that our approach to addressing term
regulation would impact the value of our brand climate change is best-in-class
and imply the loss of clients. and credible. Our sustainability
and legal teams ensure that we
stay up to date with legislation
and comply with all regulations.
Extreme
Acute physical
Extreme weather conditions, such as cyclones, We have business continuity Short, Global
weather hurricanes or floods, can affect our business guidelines and a global medium,
performance and continuity, by forcing us to emergency management and long
close sites disrupting our logistics, etc. standard which our affiliates term
must implement at local level.
This ensures that 100% of our
revenues, as well as any new
operations, are protected against
extreme weather-conditions.
Business continuity programs
across SGS define roles and
responsibilities in case of crisis
and provide guidelines and
group procedures to organize a
coordinated response in case
of emergencies.
Increase
Chronic physical
Higher mean temperatures result in higher Through our energy efficiency in Short, Global
in mean energy consumption and usage of refrigerant buildings program we implement medium,
temperatures gases, which translate into CO2 emissions. measures to optimize energy and long
consumption in our facilities. term
Our energy efficiency in
buildings program covers our
entire operations, ensuring that
100% of our revenues, as well
as any new operations, are
protected against the increase
in mean temperatures.
We are also working on reducing
the fugitive emissions of
refrigerant gases.
Rising Our coastal facilities could be impacted, Given that rising sea levels Long Global
sea levels requiring relocation. is a slow phenomenon, we term
continually assess when it
will be necessary to move
affected facilities.
* The financial impact related to shifts in service demand covers SGS’s services related to renewable energies, electric vehicles and minerals required for clean energy transition.
Strategy
continued
New and
Technology
An increased demand for low carbon Adopting these technologies will Medium Global
more affordable technologies is resulting in new technologies help us implement our climate term
low carbon appearing, being developed faster and being change mitigation strategy, also
made more affordable, in most cases. reducing costs associated with
technologies
energy and carbon.
Cost savings Reducing the energy that we consume in our Reducing our carbon emissions Short, Global
associated to buildings, as well as the amount of employee and energy consumption through medium,
climate strategy travel, will not only reduce our carbon emissions our climate change mitigation and long
but also the associated costs (such as the cost strategy (including amongst term
implementation
of energy, the trip and carbon offsets). others our energy efficiency
in buildings program and our
vehicle emissions policy).
Shifts in service
Market
Market changes due to climate change can have Through our sustainability Short and
demand a significant impact on client demand for SGS solutions we will be proactive medium
services, either directly or indirectly. about maximizing the term
Some of the specific potential shifts we have opportunities presented by
identified, by division, are: climate change, enhancing
existing services and creating
• Natural Resources: opportunities associated
new ones.
with energy and water efficiency, and several
opportunities associated with different types
of crops in Eastern Europe, the Mediterranean
region and North East Asia
• Connectivity & Products: several opportunities
associated with electric mobility, supply
chain certification and higher demand for
product testing
• Industries & Environment and Knowledge:
opportunities to increase our energy efficiency,
carbon pricing, green building and climate-
related reporting services clients
Quantification of financial impact Two climatic scenarios (2°C and 1.7°C) The estimated amounts presented in the
(explained in details in the following section) table below represent the total discounted
As transition risks and opportunities are as well as a 2050 time horizon were used, value of future revenues and costs driven
those expected to have the largest impact while two distinct operational scenarios have by transition risks and opportunities, for the
on the Group operations, we have quantified been assessed: period from 2023 to 2050, using a weighted
the estimated financial impact of : average discount rate of 7.4%.
• Business as usual, through which SGS
• Increasing price of carbon (risk) remains on its current level of climate The calculated financial impact on
• Cost savings associated to climate strategy (“gross financial impact”) SGS is denominated in Swiss francs.
strategy (opportunity) Where financial projections were
• Climate strategy, through which SGS
• Shifts in service demand (risk denominated in another currency,
fully reaches its climate targets (“net
and opportunity) these were converted to Swiss francs
financial impact”)
by using forward exchange rates from
Oxford Economics.
Where projections were made in real
terms, inflation expectations for
Switzerland were considered, taken
from Oxford Economics.
Regulatory
Increasing price (31) (24) (60) (25)
of carbon
Market
Shifts in service demand (6)* (6)* (140)* (140)*
Market
Shifts in service demand 419* 577* 656* 944*
* The financial impact related to shifts in service demand covers SGS’s services related to renewable energies, electric vehicles and minerals required for clean energy transition.
Strategy
continued
This scenario assumes that all climate commitments made This scenario provides a more conservative benchmark
by governments (as of September 2022) for 2030 targets for the future, because it does not take for granted that
and longer term net zero and other pledges will be met, governments will reach all announced goals, leading to
leading to a global warming of 1.7ºC. a global warming of 2.5ºC.
Fossil fuels become Strong buy-in for low Asset resilience Changes to
uncompetitive due to carbon products from requirements operating and/or
high price backlash customers and suppliers increase exponentially distribution seasons
Carbon price CO2 prices stagnate to USD 30/ton CO2 prices in OECD markets reach USD 340/ton
in 2030
Based on scenarios: IPCC SR1.5 and
RCP1.9-SSP5
20 000 20 000
15 000 15 000
10 000 10 000
5 000 5 000
0 0
2018 2030 2040 2018 2030 2040
Coal Oil Gas Nuclear Renewables Biomass Coal Oil Gas Nuclear Renewables Biomass
Resilience strategy In addition, our global business continuity Our resilience strategy also includes the
In order to enhance our resilience, SGS’s strategy aims to enable us to respond to any programs that we have in place to reduce
framework aims to minimize climatic risks disruption efficiently and effectively, while our CO2 emissions and our dependency
and maximize climatic opportunities. minimizing the impact on our operations in on energy. Some examples are our energy
To minimize risks, for each identified risk in terms of our sites, processes and service efficiency in buildings program and our
which the gross risk level is unacceptable delivery. See the risk intelligence section vehicle emissions policy.
(i.e. the risk can have a significant impact on page 43 of this report for more information.
business revenues, profit margin, business Finally, each division takes into consideration
continuity, reputation or operations), identified risks and the results of our scenario
mitigation programs are defined in order analysis to define our business strategies
to manage them and bring the residual and ensure that we anticipate any market or
risk level to an acceptable level. regulatory changes, and that we also exploit
any new opportunities. An example of this is
our Sustainability Solutions Framework.
To ensure that the system is more efficient and effective, we have improved the organizational structure and related roles and
responsibilities, and we have optimized the risk model and management process. As a result, a clear focus will be placed on key risks.
Climate change risks are included in this risk-management process.
The Company’s risk management process is conducted as follows:
1
All divisions and functions at local,
2
The risks are then evaluated
3
Additionally, we have defined
regional and global levels identify in terms of their impact and global risk category owners who
potential short-, medium- and long- likelihood, based on their financial, specialize in each type of risk and
term risks, including those related reputational and strategic impact, to review the evaluation provided
to climate change, and covering determine their gross risk levels. at local level. Each global risk
our entire value chain: supply chain, category owner is accountable for
own operations and services. the assessment, validation and
This is done via detailed workshops evaluation of the risk. The global
and our new risk intelligence tool. risk category owner must use
The assessment takes place a bottom-up approach for this
every six months. strategic risk assessment and
has the ability to override the
local assessment.
4
For each identified risk in which
5
Twice a year, the Group Risk
6
The Board of Directors and
the gross risk level is unacceptable Steering Committee and the the Audit Committee review
(i.e. the risk can have a significant Operations Council, chaired by and discuss with management
impact on the business revenues, the CEO, validates the results and the outcome of the above risk
profit margin, business continuity, shares them with the Board of assessment process. Special focus
reputation or operations), mitigation Directors and the Audit Committee is placed on ensuring that the risk
programs are defined, in order review, who review and approve profile covers all areas of concern
to manage climatic risks and the risks. identified by the Board and that
bring the residual risk level to an the Operations Council has put
acceptable level. Risk assessment in place mitigation measures to
and measurement is formally monitor the evolution of such risks
performed twice a year while the and mitigate their likely impact at
monitoring process is ongoing. an early stage. This includes those
related to climate change, which
are also reviewed and discussed in
the Sustainability Committee of the
Board of Directors.
The following information can be found In 2020, we linked the long-term incentive
in the “Non-financial statements” to ESG performance targets. These targets
section of this Integrated Annual Report: include CO2 emissions per unit of revenue.
• The key metrics used to measure While we are working to reduce CO2
and manage climate-related risks emissions from our operations as much as
and opportunities possible, we compensate for any residual
• Scope 1, Scope 2 and Scope 3 GHG emissions with our carbon off-setting
emissions and the related risks provided strategy. This enables us to bridge the gap
for historical periods to allow for between our current emissions levels and
trend analysis the more sustainable future which we are
• Key climate-related targets working hard to achieve.
We are
fully committed to
supporting human
rights and preventing
violations across our
global network.
At SGS, we are led by our Human rights report 228
purpose to enable a better,
Governance229
safer and more interconnected Embedding human rights in 230
our policies, principles and due
world. As a fundamental diligence processes
Delivering on our human 231
part of this, we commit to rights commitments
respecting human rights – not Fair labor practices 231
just an ethical obligation, but Supply chain
Data privacy
232
234
as an important part of our Additional progress reports 235
role in society. This report
consolidates the principles,
policies and initiatives that
demonstrate our commitment
to human rights. We aim to
improve transparency to our
stakeholders in everything
we do, and to report on our
progress around these efforts.
The chief compliance officer is responsible Our human rights task force is in charge
for managing compliance with the SGS code of strengthening SGS’s human rights due
of integrity, while the SGS supplier code diligence program and ensuring it remains
of conduct is jointly managed by our global suitable to the company’s nature and
procurement and corporate sustainability operations. This taskforce is integrated
teams. Senior managers are expected to by high-ranking representatives and
demonstrate visible and explicit support for steered by corporate sustainability.
human rights as defined in the SGS code Lastly, a dedicated sustainability
of integrity, the SGS business principles, committee of the board has been
the SGS human rights policy and the appointed to reflect the growing importance
SGS supplier code of conduct. of sustainability, including human rights,
to all our stakeholders and build on the
substantial work already achieved.
The UNGPs incorporate by reference Furthermore, SGS designed a gender No cash policy
the rights and principles expressed in the bias toolkit to help us prevent using gender- SGS recognizes that cash-based wage
International Bill of Human Rights and in the biased wording in job adverts. Gender-biased payments are not only inefficient
International Labor Organization Declaration words can be viewed as discrimination for employers, but also risky and
on Fundamental Principles and Rights at toward male or female candidates and disempowering for workers.
Work with its eight core conventions, all could discourage people from applying We therefore follow the recommendations
of which we respect. to work for SGS. of the International Labor Organization and
As part of our continuous effort to respect the UN-based Better than Cash Alliance to
Fair and competitive remuneration shift wage payments from cash to digital, in
human rights, SGS has implemented
SGS provides fair and competitive order to promote respect of workers’ rights,
numerous policies, programs and plans
remuneration packages in all the broaden financial inclusion and to make
to prevent and mitigate the risk of causing
markets in which we operate. payments safer and more transparent.
adverse impacts to human rights.
We ensure a fair and competitive Our group policies require wages to be paid
Unless specified otherwise, all policies,
remuneration package by using a well- digitally and not through cash or cheques.
programs and plans aimed at preventing
known and broadly used global grading
and mitigating human rights risks, as
methodology throughout the SGS Group. Education and employability
described in this report, apply to all SGS
This methodology helps us evaluate SGS promotes the right to education by
employees and over 2 650 offices and
each job’s contribution to our business offering continuous learning opportunities
laboratories operated by SGS.
success and it allows us to benchmark our to all our employees. Our employee online
Fair labor practices remuneration packages against local market learning portal offers a large portfolio
As an employer, we impact the lives of practices. The benchmarking data we use is of learning opportunities, ranging from
over 97 000 employees and their families. collected through salary surveys performed technical knowledge to interpersonal and
We want our employees to be well and by reputable professional service providers. management skills. It enables our employees
thrive during their time with SGS. We embed The remuneration is defined according to fully customize their individual learning
human rights in our policies, principles to the grade of the job that employees path to their needs. We believe that helping
and due diligence processes and invest in will perform, their knowledge, qualification, our employees embrace a lifelong learning
programs and services to support human skills and experience. Salary increases are mindset, will empower them to increase
rights throughout the entire employee reflective of the employee’s contribution their employability and help them be more
life cycle. and impact on our business success, as well resilient to life challenges.
as external factors, such as local legislation
Embracing diversity in our and collective bargaining agreements. Anti-discrimination and dignity at work
recruitment process As a global company, we consider that it
SGS applies these methodologies
To ensure that we are increasing the is our responsibility to stand up for human
throughout the SGS Group to promote
diversity of our hiring, we train our rights and practice tolerance, inclusion, and
the principle of equal pay for work of
recruiters on recruitment best practices respect to enable a better, safer and more
equal value and to support diversity.
and talent acquisition, and our managers interconnected world.
in recruitment, interviewing and diversity In line with our anti-discrimination and
We achieve this goal through the promotion
best practices. We are also measuring dignity at work policy, we are committed
of greater debate and transparency, and the
the gender diversity of our applicants. to promoting a workplace that provides
exchange of different views, experiences
equal opportunity for all employees.
SGS has a standardized recruitment and perspectives.
All employment-related decisions, including
process. The process includes the use of compensation, benefits, recognition The general obligation of every employee
interview scorecards to standardize the and promotions will be made solely on to abide by the principles of anti-
evaluation of our candidates in the interview the basis of an individual’s qualification, discrimination is embedded in our SGS
process. The proper and consistent use of performance and behavior or other code of integrity and our group policy on
interview scorecards helps us to remove legitimate business considerations. anti-discrimination and dignity at work.
potential interview bias, create a quantitative
standard for candidate evaluation and to We respect minimum wages defined by
make better hiring decisions. the local regulations and comply with all the
mandatory requirements defined by local
legislation or binding collective bargaining
agreements with regards to wages and
their evolution.
Delivering on
our human rights
commitments
continued
The latter aims to raise awareness of our Health and safety We have taken this matter seriously and
zero tolerance of any form of discrimination At SGS, we recognize that our operations notified appropriate legal authorities in an
and provide guidance on how to deal can impact the health of our workforce. effort to stop such fraudulent schemes.
with it. It supports our commitment to Some of the harmful health risks and In addition, we have launched internal and
promoting an equal opportunity workplace agents in our workplaces include exposure external communication campaigns to
for all employees and an environment in to noise, dust, chemicals, thermal and prevent candidates from becoming victims.
which we treat everyone with dignity, musculoskeletal stressors.
We invite candidates to check the
consideration and respect. We monitor the health status of our legitimacy of a job offer or to report
We encourage our employees to act workforce through the conduct of potentially fraudulent job offers to our
immediately and speak up if they encounter preemployment and subsequent periodic corporate security department.
discrimination. At SGS, there is no place health surveillance, to ensure early detection
for any form of discrimination. of potential ill health, and assist in the Home working
management and recovery from illness To mitigate the risks related to employees
Facilitating the freedom of expression resulting from these exposures through working from home, a group policy is in
and opinion appropriate case management. place outlining applicable rules, regulations
At SGS, we value an open culture and are In line with our culture of care, we promote and norms governing home working.
committed to cultivating an environment initiatives to enhance the physical and mental The policy includes, but is not limited to,
where everyone feels comfortable about well-being of our employees to ensure their guidance on health and workspace safety
engaging in an open dialog, contributing fitness for work. This includes the provision at home, and rules to prevent potential
ideas, and expressing thoughts and opinions of preventative health measures, such as harassment or discrimination of employees
without any fear of retaliation. As expressed vaccinations, and mental and physical health working from home. It also clarifies that the
in our business principle on leadership, we programs focused on awareness, support requirements relating to absence, sickness
are committed to encouraging an honest and resilience. and recording of work time at home must be
and transparent relationship with our
SGS advocates for educating and raising observed in the same way by home workers
people to promote sharing, collaboration
awareness among its entire workforce as as by employees who work in the office.
and engagement.
a means of ensuring the health and safety To help our employees manage mental
To enable our employees to share their of all its employees and delivers around health while working from home, we offer
honest feedback anonymously and to 2.5 million training hours on health and safety employee assistance programs in different
help us understand how our employees per annum to our employees. locations. These include mindfulness
feel about working for SGS, we conduct
In addition, SGS has identified roles sessions, stress management training,
regular employee engagement surveys.
and responsibilities of the managers. virtual yoga, mental health virtual talks,
We use communication tools, such as By establishing a clear mechanism for and much more.
Yammer, as SGS’s private and social clarifying responsibilities, managers are
collaboration network to foster open dialog. encouraged to ensure the safest possible
All our employees can join the SGS private working conditions for their employees.
network on Yammer, ask questions, share
ideas, express their opinion, and create and Zero-recruitment-fee policy
join communities. Large recruitment fees can leave employees
in situations of debt bondage, a form of
Bonded labor, child labor and forced labor in which a person’s labor is
forced labor demanded as means of repaying a loan,
SGS does not engage in bonded labor, trapping the individual into working for
child labor or forced labor. little or no pay until the debt is repaid.
As an inspection, verification, testing and SGS applies a zero-recruitment-fee policy.
certification company, it is in the nature As part of this fair recruitment practice,
of our business to employ workers with a SGS never requires an administration fee
certain level of occupational qualifications for processing job applications and never
(e.g., inspectors, auditors, office workers, requests money or financial information from
laboratory personnel, etc.). In our own an applicant to secure a job as an employee,
operations, a large part of our activities is intern, or to provide services as a contractor.
therefore considered inherently low-to-
medium risk for bonded labor, child labor In recent years, it has come to our attention
or forced labor. that various individuals and organizations
have contacted people offering false
We believe the policies and procedures in employment opportunities with SGS.
place mitigate any risks related to bonded
labor, child labor or forced labor.
Supply chain
Vulnerable groups As an example of our efforts, in 2022,
With a CHF 2 billion annual supply chain
Individuals from certain groups or SGS Switzerland obtained Equal Salary
spend, we have a significant opportunity to
populations may be particularly vulnerable Certification, a symbol of excellence in
extend our sustainability principles to many
to impacts on their human rights, such as terms of equal pay for all its employees
more businesses and employees beyond our
children, women and migrant workers. in Switzerland. After successfully passing
own. As a responsible major purchaser, we
SGS takes responsibility for paying the statistical analysis of all salaries, SGS
ensure that goods and services are sourced
special attention to vulnerable groups Switzerland underwent an internal audit
sustainably and that our suppliers respect
and recognizing the specific challenges entrusted to an external audit company
human rights.
that they may face. proving equal pay for women and men.
Code of conduct for suppliers
Children Migrant workers
Our supplier code of conduct sets out the
SGS does not employ children under We realize the importance and extent of
basis of our responsible sourcing approach.
the age of completion of compulsory the migration phenomenon and recognize
It defines not only the nonnegotiable
schooling and, in any case, under 16 years. the vulnerable situation in which migrant
minimum standards that we ask our
To ensure this, we closely monitor the age workers frequently find themselves.
suppliers to respect when conducting
of our employees and confirm a potential We mitigate the risk of employing workers business with SGS, but also the values
candidate’s identity and right to work who are non-documented or in an irregular which are shared throughout SGS, its various
through our global standards on pre- situation through our global standards on businesses and affiliates. Every supplier that
employment screening. pre-employment screening. Our global wants to do business with SGS is required
standards include, but are not limited to, to sign the SGS code of conduct to ensure
Women the confirmation that the identity of our that they are aligned with our standards and
SGS strives to have proportional candidates is genuine and that they have a commitments, including those related to
representation of women in leadership valid visa and work permit for the country human rights.
positions throughout the group. of employment.
We have included Women in Leadership SGS has also conducted a global Supplier self-assessment questionnaire
(CEO-1, CEO-2 and CEO-3 management compliance review of cross-border We have started rolling out our new
positions) as a non-financial KPI into the employment relationships. Each identified Self-Assessment Questionnaire (SAQ)
long-term incentive plan of the SGS Group. cross-border case was reviewed, tailor- for strategic suppliers. This includes the
In addition, our gender-inclusive made guidance was provided, and definition of a new process that considers
recruitment process for leadership corrective actions were implemented supply chain risk management and mitigation
positions requires that there is at least where required. Following the compliance plans for high-risk vendors. The first phase,
one woman on every interview panel review and, to mitigate any risks related to in Q4 2022, covered our strategic global
and at least one female candidate on cross-border employment relationships, suppliers and strategic local suppliers from
every final shortlist for CEO-1, CEO-2 SGS set global standards. Through the four countries. By the end of 2023, we plan
and CEO-3 positions. avoidance of cross-border employment to extend the use of the SAQ to all countries
relationships, SGS ensures that employees in scope.
In 2021, SGS became signatory of the
working in the same location have access
Women Empowerment Principles – Supplier diversity program
to the same rights and working conditions.
a United Nations private sector initiative SGS knows that diverse supplier
that offers guidance to businesses on networks bring uniquely rich insights and
how to promote gender equality and experiences that are vital to our innovative
women’s empowerment in the workplace, edge. Therefore, we are working to
marketplace and community. promote diversity and inclusion across
our supply chain.
As a result of these efforts, SGS North
America is ensuring that minority-run
suppliers have fair opportunities in
procurement tenders. By doing so, SGS
is not only improving the well-being of
underrepresented groups, but also creating
a positive socioeconomic impact on society
as a whole, as it supports small firms.
Delivering on
our human rights
commitments
continued
Data privacy
Empowering human rights SGS ensures that nobody faces any form
SGS is committed to treating the right of
At SGS, we believe that people are of retaliation or adverse consequences
any individual to control their own personal
empowered when they understand their for having sought advice or reported
information and to decide about it. Privacy is
human rights, know how to raise concerns any violations or risks of human rights
a fundamental human right and SGS has
and are provided with remediation violations. Retaliation against a rights-
adopted an approach that protects the
consistent with local laws and the United holder who has reported a violation in
personal data of our customers, employees
Nations Guiding Principles (UNGPs) on good faith will result in disciplinary action.
and third parties from the moment we
business and human rights. More information on our grievance
collect it to the time we destroy it.
mechanism can be found in the SGS code
Data privacy is a key principle of our code Human rights related training of integrity and human rights policy as well
of integrity. SGS respects the privacy We strive to build a culture of respect for as our group policy on anti-discrimination
and confidential nature of the personal human rights at SGS. We offer training and dignity at work.
information of any individual we interact on human rights related topics, because
with to the extent required for the effective we believe that raising awareness and Remediation
operation of its business or for complying sharing values through training is crucial We recognize that even with the best
with legal requirements. to ensuring that our employees act policies and practices, SGS may cause
Our data privacy policy governs how we responsibly. Some examples of courses or contribute to an adverse human rights
collect, use, and manage the personal related to human rights, in addition to those impact that we have not foreseen or been
data of customers, employees and third described above, include: able to prevent.
parties. Moreover, we have developed a • Human rights When this occurs, SGS applies remediation
management framework to allow us to • SGS code of integrity actions to ensure that the people who
manage personal data in a manner that is • The integrity minute were negatively affected receive an
consistent with the data privacy policy across effective remedy.
• Health and safety
all affiliates.
• IT security and data privacy In line with the UNGPs, when an adverse
Aside from the policies, our data protection human rights impact is detected in our own
officers provide continuous advice, identify Grievance mechanism operations, SGS is committed to taking
privacy risks, develop policies on specific We communicate extensively throughout transparent action to remedy the situation
issues, and train employees on data privacy. the Group on the different channels in a fair and equitable manner. Should the
We also take data privacy into consideration through which employees, external adverse impact be found in the supply
from the outset when developing new rightsholders and stakeholders can bring chain, SGS will encourage its suppliers
services or processes. By following the any violations or risks of human rights to respect human rights, either through
privacy by design approach, we aim to violations to our attention. the development and implementation of
avoid a “collect first, ask questions later” Our SGS integrity helpline is available corrective action plans or governance.
approach to personal data. For those 24/7 in multiple languages online and We do not tolerate violations of the code
projects that entail data privacy concerns, by phone and is one way to report of integrity. Violations of the SGS code
our data protection officers work closely concerns confidentially and anonymously. will result in disciplinary action, including
with the relevant business and IT security The SGS integrity helpline is operated termination of employment and criminal
teams to undertake a data protection by an independent service provider prosecution for serious violations.
impact assessment, documenting both specialized in dealing with compliance and
the potential risks to individuals and the In 2022, there were no human grievances
ethics concerns. Communications made identified through the SGS integrity
measures being taken to minimize them. to this helpline are treated confidentially helpline. Four cases of discrimination
Finally, any individual who wants to exercise and are reported to the SGS compliance were identified all of which resulted in
their privacy rights can do so by simply team which protects the anonymity of the disciplinary actions and two terminations.
visiting our online privacy request form at informant, where required.
www.sgs.com. We will not discriminate
against individuals who choose to exercise
any of their rights. Specifically, SGS will not
deny goods or services, charge different
prices or rates, or provide a different level
of quality of services.
Additional progress
reports
SGS has set ambitious human rights targets as part of our Sustainability Ambitions 2030, which address our entire value chain.
These targets include 2023 targets and 2030 targets, as set out below:
2023 2030
Human rights targets Human rights targets
• Achieve 30% of women at CEO-3 • Strive towards an equitable representation
• Reduce our Total Recordable Incident Rate by 20% and of genders at CEO-3
Lost Time Incident Rate by 10% and HSE certify the • Reduce our Total Recordable Incident Rate by 30% and
main operational sites (integrated ISO 45001 and ISO Lost Time Incident Rate by 20% and HSE certify the
14001 certification) main operational sites (integrated ISO 45001 and ISO
• Continue performing annual risk assessments on human 14001 certification)
rights across the group, keep developing our human • Continue performing annual risk assessments on human
rights due diligence program to avoid violations across our rights across the Group, keep developing our human
operations and train 100% of our employees on our human rights due diligence program to avoid violations across our
rights principles annually operations and train 100% of our employees on our human
rights principles annually
Shareholder
information