Annual Report • Apr 5, 2016
Annual Report
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Incorporated in France with limited liability and issued capital of 9,148,603.20 euros Headquarters: 19, boulevard Jules Carteret – 69007 Lyon – France Registered in Lyon, no. 955 512 611 – APE business identification code: 6420 Z
The French version of this Registration Document was filed with the French financial market authority (Autorité des Marchés Financiers – AMF) on March 24, 2016 pursuant to Article 212-13 of the General Regulation of the AMF. It may be used in support of a financial transaction only if it is accompanied by a short form prospectus endorsed by the AMF. It was drawn up by the issuer and binds the signatories.
In accordance with Article L. 621-8-1-l of the French Monetary and Financial Code, the French version was registered after verification by the AMF "that the document was complete and comprehensible and that the information contained therein was coherent". This does not imply the authentication by the AMF of the accounting and financial information presented.
The English language version of this Registration Document is a free translation of the original, which was prepared in French. The original language version of the document in French takes precedence over the translation.
Pursuant to article 28 of European Commission Regulation (EC) No 809/2004, the following information is included by way of reference in this Registration Document:
| 1.1 Key figures | 5 |
|---|---|
| 1.2 Timeline | 7 |
| 1.3 Organization chart | 9 |
| 1.4 Business and strategy | 9 |
| 1.5 Research and Development (R&D) | 11 |
| 1.6 Risk factors | 13 |
| 2.1 Report from the Chairman of the Board | |
|---|---|
| of Directors | 19 |
| 2.2 Compensation of Corporate Officers | 38 |
| 2.3 Statutory Auditors' Report | 42 |
| 3.1 Issues | 44 |
|---|---|
| 3.2 Development of Responsible Products and Services |
47 |
| 3.3 Corporate Social Responsibility | 47 |
| 3.4 Protection of the Environment | 57 |
| 3.5 Societal Commitment | 64 |
| 3.6 Methodology | 66 |
| 3.7 Cross-reference Table | 68 |
| 3.8 Independent Third-party Report | 72 |
| 4.1 Significant events in 2015 | 75 |
|---|---|
| 4.2 Comments on the Consolidated Financial Statements |
76 |
| 4.3 Comments on the Company Financial Statements |
78 |
| 4.4 Outlook and Post-balance Sheet Events | 79 |
Financial Indicators 81
| 8 | COMBINED SHAREHOLDERS' MEETING | ||
|---|---|---|---|
| 8.1 Agenda | 187 | ||
| 8.2 Text of the Resolutions Submitted for Approval by the Combined Shareholders' Meeting on April 28, 2016 |
188 | ||
| 8.3 Board of Directors' Report on the Resolutions Presented to the Combined Shareholders' Meeting on April 28, 2016 |
193 | ||
| 8.4 Statutory Auditors' Report on the Allocation of Stock Options |
197 | ||
| 8.5 Statutory Auditors' Report on the Allocation of Existing Free Shares |
198 | ||
| 8.6 Statutory Auditors' Report on the Reduction in Share Capital |
199 | ||
| DECLARATION BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT |
200 | ||
| TABLE | REGISTRATION DOCUMENT CROSS-REFERENCE | 201 |
01
Economic revenue corresponds to the consolidated revenue of the Group plus revenue from the Group's joint ventures, up to the Group's percentage stake. BPO, HBPO and YFPO for Plastic Omnium Automotive. The figure reflects the operational and managerial realities of the Group.
The consolidated revenue, In implementation of IFRS Standards 10-11-12, does not include the share of joint ventures, which are consolidated by using the equity method.
The operating margin corresponds to the operating results, including the share of the results for companies which have been consolidated by using the equity method, and the amortization of intangible assets acquired in business combinations, before other operating income and expenses.
Capital expenditures and projects
In € millions and as % of consolidated revenue
In € millions and as % of consolidated revenue
Net debt / EBITDA
Capital expenditure refers to acquisitions of property, plant and equipment and intangible fixed assets net of disposals, the net change in advances to suppliers of fixed assets and investment subsidies received (see Cash Flow Statement and Note I.5 to the consolidated financial statements, line E "Net cash used in operations").
Free cash flow corresponds to the operating cash flow, less tangible and intangible investments net of disposals, taxes and net interest paid +/- variation of the working capital requirements (cash surplus from operations).
Net debt includes all of the long-term borrowings, short-term loans and bank overdrafts, less loans, marketable debt instruments and other non-current financial assets, and cash and cash equivalents.
Shareholders' equity includes operating grants.
EBITDA corresponds to the operating margin, which includes the share of the results of associates and joint ventures before depreciation charges and operating provisions.
The Company's origins stretch back to 1946, when Plasticomnium set up business at the rue du Louvre in Paris. The Company then had three employees and Pierre Burelle was the Chairman and Chief Executive Officer. Its first products were pipe fittings, dehydrator spark plugs, and other plastic automotive parts (Jaeger).
At this time, injection molding machines were characterized by the weight of the part produced. In 1949, the Company had five molds, with the biggest able to produce a 250-gram part.
The Company moved to rue du Parc in Levallois-Perret.
The Company borrowed to buy a mold capable of making 1,200-gram parts, a serious challenge for a company of this size.
New premises in Langres (Haute-Marne) were built to keep pace with the significant growth in business.
Plasticomnium took control of UMDP (Union Mutuelle Des Propriétaires Lyonnais), a company listed on the Lyon stock exchange. The two companies merged and Pierre Burelle became Chairman and Chief Executive Officer of the new entity. Plasticomnium's stock market listing dates back to this merger.
UMDP was a septic tank cleaning and sanitation company. Pierre Émile Burelle, a civil engineer and graduate of the École des Mines in Paris, took over its management in 1877 at the age of 29.
Under his leadership, the Company installed an extensive pipeline network to carry sludge from the La Mouche plant in Lyon to local farmland and market gardens. The 55 km network led to the creation of La Culture par l'Épandage (spread cropping).
After 1914, with the development of sewer systems, Pierre Émile Burelle refocused the business on waste bucket rentals. He died in 1926. Two of his sons were involved in the management of UMDP: Jean, who died in the war in 1915, and Charles, who headed the Company until 1965. In that year, Pierre Burelle, Jean Burelle's son and the grandson of Pierre Émile Burelle, acquired a majority stake in UMDP on the Lyon stock exchange.
UMDP's waste bucket business was the starting point for the development of a range of products and services by Pierre Burelle, Chairman and Chief Executive Officer of Plasticomnium, including waste container rental, maintenance and cleaning. This is now the backbone of the Environment Division.
Over the following two years, Pierre Burelle simplified the two companies' product ranges by selling off certain businesses. UMDP's La Mouche plant in Lyon became the waste container management center for the Lyon area and the starting point of the current Environment Division.
The current corporate identity was adopted, with a new logo designed by Raymond Loewy and with Plastic Omnium written as two words.
Plastic Omnium acquired Gachot's fluorinated resin department and set up a plant in Langres dedicated to this activity, which became the 3P Division.
The 1970s saw the start of the Company's international expansion with the creation of one subsidiary a year, including Spain in 1970, Germany in 1972, the United Kingdom in 1973, and the United States in 1977.
A Group holding company was set up, Compagnie Plastic Omnium.
In 1974, the Company acquired a 2,500 metric ton injection-molding machine, followed in 1982 by a 10,000 ton machine, both records in terms of power for the time.
New headquarters were built on Avenue Jules Carteret in Lyon, and the Berges du Rhône development was built in Lyon on the site of the former La Mouche plant.
Plastic Omnium's acquisition of the Landry group and Techniplaste Industrie led to the creation of the Fuel System Division that now operates under the name of Inergy Automotive Systems.
Jean Burelle took over as Chairman and Chief Executive Officer of Compagnie Plastic Omnium, while Pierre Burelle became Honorary Chairman and remained on the Board.
In the 1990s, the Company continued to extend its geographic reach with the creation of new subsidiaries and with new acquisitions:
The Company continued to grow with a targeted acquisition and partnership strategy, and established a presence in Asia. It also stepped up its spending on R&D.
Saw the creation of Inergy Automotive Systems, a 50/50 joint venture with Solvay that became the world's largest fuel systems manufacturer.
Laurent Burelle became Chairman and Chief Executive Officer of Compagnie Plastic Omnium.
Saw the acquisition of Beauvais Diffusion, a selective waste collection company in France.
The Company acquired waste container specialist Temaco in France from Groupe Sita and sold Plastic Omnium Medical.
Plastic Omnium and two German automotive equipment manufacturers, Hella and Mahle-Behr, set up a joint venture named HBPO, the global leader in complex front-end automotive module design, development, assembly and logistics.
The Company acquired control of Inoplast, a manufacturer of components and products made with composite materials and thermoplastics for cars and trucks.
The Performance Plastics Products (3P) Division was sold.
The Company bought out Solvay's 50% stake in the Inergy Automotive Systems joint venture.
Since 2010, the Company has continued to expand in fast growing regions, through a combination of organic growth and acquisitions.
The Company acquired Ford's fuel system production assets in the United States, and the Polish auto exterior plants of its competitor Plastal.
Saw the creation of two majority-owned fuel system joint ventures, one in China with BAIC, and the other in Russia with DSK.
Sale of Signature's German and French operations to Eurovia, as well as the unwinding of cross shareholdings.
The Group added to its presence in high growth regions with the opening of five new plants in China, bringing the number of industrial facilities in this country to 19.
Continued development in China with four new plants opened. Nine additional plants were also being built in North America (United States, Mexico), China and Russia to fulfill all the orders in the Automotive Division.
R&D activities were strengthened with the opening of α-Alphatech, the Auto Inergy Division's global R&D center in Compiègne, France.
Sale of its highway signage business in Switzerland, Signal AG, by the Environment Division.
The Group continued its development strategy in dynamic markets by opening nine plants in China, the United States, Germany, South Korea and Russia.
In November, the Group opened a new development center for its automotive division in Tokyo.
In December, the Group announced that it had signed a memorandum of understanding with the Faurecia Group to acquire its Exterior Systems business (bumpers and front-end modules) for a enterprise value of €665 million.
The Group and its joint ventures employed 26,000 people working in 120 plants and 21 R&D centers in 30 countries.
Environment
* 73.4% voting rights.
** The % voting rights is equal to the % holding.
Compagnie Plastic Omnium has two core businesses, Automotive and Environment.
The Automotive Division manufactures and sells automotive body components and modules, and automotive fuel systems through its worldwide network of plants. Its customers are exclusively carmakers.
The Environment Division manufactures and sells a complete range of products and services in the waste containerization and urban design segments. Its main clients are either local authorities or waste collection companies.
The Plastic Omnium Group is organized around the holding companies or holding countries indicated in the organization chart above, which own shares of the local operating subsidiaries. The activity of these local operating entities primarily depends on their local market; therefore, they have the assets and liabilities necessary for their activity but they do not have strategic assets. All Group companies are directly or indirectly wholly owned and controlled by Compagnie Plastic Omnium, with the exception of the following companies, which are owned jointly with partners:
HBPO owned in equal proportions by Plastic Omnium, Hella and Mahle-Behr. The world leader in front-end modules, HBPO contributed revenue of €641 million in 2015 (Plastic Omnium's share), through its network of 21 assembly plants.
YFPO this 49.95%-owned joint venture is China's leading manufacturer of auto exterior components. Its revenue contribution stood at €290 million in 2015 (Plastic Omnium's share). YFPO employs some 3,400 people in its development center and 17 plants in China.
Plastic Omnium is a manufacturing and services company that partners carmakers and local authorities through its two businesses – Automotive equipment and Environment. It operates worldwide on four continents (see page 76 comments on the consolidated financial statements for the breakdown of revenue by region).
The Automotive Division, which accounted for 94% of 2015 revenue, or €5.6 billion (see page 76 comments on the consolidated financial statements), holds leadership positions in two business segments. The key market is global automobile manufacturing, which amounted to 85.8 million vehicles in 2015, up by 1.5% from the 84.6 million in 2014 (source: IHS January 2016).
The Auto Exterior Division is ranked number one worldwide for exterior components and modules*, manufactured mainly from injected polypropylene and composite materials. The division designs and delivers a wide array of parts and modules including bumpers and energy absorption systems, front-end modules, and products made from composite materials, especially tailgates. In 2015, Auto Exterior delivered over 18 million painted bumpers, representing 11% of the global market. This market share was 8% in 2010 and has risen due the expansion of the division in high growth regions, especially China, where Auto Exterior had an 18% share of the market in 2015. Its two main competitors are the Canadian group Magna (8% market share) and the French equipment manufacturer Faurecia (6%); 32% of the worldwide productionof bumpers is still handled by auto-makers themselves. On December 14, 2015, Plastic Omnium announced that it had signed a memorandum of understanding with the Faurecia Group to acquire its Exterior Systems business (bumpers and frontend modules) for an enterprise value of €665 million. Active in the decorative component segment, Plastic Omnium Auto Exterior * In-house analysis using IHS data.
designs customized, high value-added, multi-material solutions that integrate both functionality and safety performance, making vehicles lighter and reducing carbon emissions.
The Auto Inergy Division is the world's leading manufacturer of blowmolded polyethylene fuel systems.* Combining integrated safety and emissions-control, fuel systems must serve a number of functions: refueling, storage, ventilation, engine supply and fuel level gauge systems. In 2015, Auto Inergy produced 18 million systems for a 21% share of the global market. Its three main competitors are the US group Kautex, a Textron subsidiary, the Chinese group YAPP and the TI group, which have market shares of 15%, 11% and 9% respectively. Metal fuel tanks still account for 23% of the global market, offering substantial growth potential for the replacement of metal with plastic, particularly for safety and weight reasons. Plastic Omnium Auto Inergy's market share growth, which went from 16% in 2010 to 21% in 2015, is due partly to increases in this type of substitution but is also attributable to the heavy capital expenditures made to locate the business in high-growth regions. Auto Inergy also develops and markets SCR emissions control systems that enable diesel vehicles to eliminate up to 95% of their NOx emissions and up to 8% of their carbon emissions (see paragraph "Confirmation of the success of the SCR offer" in section 4.1 "Significant events in 2015" on page 75).
The two businesses are present across four continents through a network of 109 local plants. Just-in-time deliveries, the large size of components and – in the case of bumpers painted the same color as the bodywork – their fragility, means production must take place close to the carmakers' plants. However, as they do not use the same production techniques or raw materials, each business has to have its own plants.
Compagnie Plastic Omnium's Automotive Division and its joint ventures were employing over 23,800 people and supplying nearly all of the world's carmakers in 2015. German carmakers accounted for 31% of Automotive revenue in 2015, ahead of American (28%), Asian (20%) and French (19%) carmakers.
The Environment Division accounted for 6% of the Group's revenue in 2015, or €386 million (see page 76 comments on the consolidated financial statements), and had over 2,000 employees.
* In-house analysis using IHS data.
With 11 plants in Europe (France, Germany, the United Kingdom, and Spain) and one R&D center in France, Plastic Omnium Environment is the world leader in waste containerization, through its three main businesses:
Plastic Omnium Environment has a 30% share of the market in Europe. Its main competitors are German groups ESE and Schaefer, which have market shares of 20% and 17% respectively.
Both of the Company's core businesses operate in growing markets.
In the Automotive Division's market, production by the world's carmakers is forecast to increase by an average of about 3% a year in the next four years (source: IHS January 2016). Global vehicle production is set to rise from 85.8 million units in 2015 to 97.2 million units in 2019 with China's share rising to 28%. This amounts to an increase of 11.4 million units of which China will account for 4.9 million (43%), Asia excluding China for 2.2 million, Europe for 1.9 million and North America for 1.7 million. Accordingly, the first strand of Plastic Omnium's development strategy is to support this growth with targeted investment in new plants. This is leading to changes in the location of the Company's main production centers. At the end of 2015, the Group was running 109 automotive equipment plants of which 38 in Asia, 47 in Europe, 17 in North America and 7 in South America and Africa.
For the Environment Division, rising living standards in emerging markets will generate an increase in waste produced, and consequently a growing demand for waste containerization solutions, a trend that will help to drive expansion in Plastic Omnium's business.
Alongside volume growth in Plastic Omnium's global markets, there will be an increase in the demand for more environmentally friendly products, driven by new regulations especially in mature markets in Europe and North America. The second strategic objective is therefore to increase research and development resources to respond to this demand.
An integral part of the Group's long-term strategy, innovation supports the Compagnie Plastic Omnium's performance and its reputation as a leader in automotive equipment and services for local authorities.
In 2015, a total of €295 million was allocated for research and development, equivalent to 5.9% of revenue.
Innovation revolves around two international R&D centers: ∑-Sigmatech (based in Lyon with 500 employees) manufactures exterior body parts and composite materials while α-Alphatech (based in Compiègne, France) manufactures fuel systems, emissions-control systems andnew energy storage solutions. α-Alphatech was opened on September 1, 2014 following an investment of €65 million and has 450 employees. In line with the Group's growth and globalization strategy, its R&D facilities have been strengthened with 19 development centers in growth regions.
The Group thus boasts 21 centers worldwide with 2,000 engineers of 20 nationalities dedicated to finding innovative solutions to meet the strictest environmental standards. Rewarding this focus on R&D policy, the Group manages a portfolio of over 3,500 patents of which 142 were filed in 2015, placing it in 30th position in France (source: INPI 2014 rankings) and in 7th position in the automotive sector.
In a context of stricter global regulations, the Group is focusing its research on solutions that reduce carbon dioxide (CO2) and nitrogen oxide (NOx) emissions in order to help carmakers design and build the clean cars of tomorrow by activating two main levers:
Lighter and more aerodynamic vehicles play an important role in helping to meet the carbon emission thresholds set by the European Union and governments in various Plastic Omnium Group host countries. These thresholds call for a weighted average of 95 grams of CO2 per kilometer for all vehicles sold by carmakers registered in the European Union in one year beginning in 2020 and are backed by financial penalties on excess emissions for manufacturers who fail to comply.
A world leader in the market for exterior parts, Plastic Omnium Auto Exterior makes over 70,000 pieces of plastic body parts per day (bumpers, fenders, tailgates, spoilers, floor modules and body protectors). These injected plastic exterior parts are up to 40% lighter than steel parts. On some vehicles these plastic panels make up 50% of the painted surface of the body. Improved aerodynamics (both active and passive) can result in a gain of over 3 grams of CO2 per kilometer.
As the vehicle's first contact with air flow, the front bumpers are key to reducing aerodynamic drag. Plastic Omnium offers active systems to direct airflow around the car:
These active systems also comprise advanced driver assistance systems. Layout, function integration and electromagnetic transparency offer means of including sensors, radars, antennas and other equipment that can, in the best conditions, enhance performance and reliability.
Plastic Omnium is the world leader in composite tailgates as evidenced by its 60% share of this booking market and the 1 million vehicles it fitted worldwide in 2015. Composite tailgates offer carmakers a new degree of design freedom on the rear surface of the vehicle, a 30% weight advantage compared to traditional steel, and a modular structure to facilitate managing the increasing diversity of vehicles and versions.
Plastic Omnium offers two technologies covering a wide range of vehicles:
• Higate Hybrid combines a thermoset composite interior frame with thermoplastic exterior panels in a bodywork finish pasted to the frame. It is well suited to vehicles such as SUVs and full-size station wagons with large tailgates.
Its benefits include:
Higate Hybrid and Higate Thermoplastic currently feature in PSA Peugeot Citroën, Volvo and Jaguar Land Rover vehicles.
Two new versions are under development. Higate Premium will cater to vehicles such as large SUVs and station wagons consisting of a carbon fiber-reinforced composite frame. Higate Entry is an economic solution that will cater to A-segment and B-segment vehicles.
Furthermore, the Auto Exterior Division is expanding its range of innovative products with high-performance composites that significantly reduce vehicle weight. Plastic Omnium produces and converts close to 20,000 metric tons of composite materials for the automobile and truck industries, making it a leader in the growth market of vehicle weight reduction. The design and manufacture of composite material parts, from formulating materials to converting them in high-production-rate processes, is done entirely in-house.
Plastic Omnium is seeking to develop high-performance composites for structural parts such as floors, center pillars and cross members using next-generation, high-reinforcement materials such as new resins and carbon fibers. New processes such as Advanced SMC, pultrusion and thermoplastic overmolding are also being developed to reduce cycle times by 1-2 minutes and reduce finishing stages so as to make high-performance composites compatible with mass car production.
These efforts are beginning to bear fruit, as evidenced by the first recycled carbon fiber SMC part produced for BMW in 2015.
In March 2015, Plastic Omnium won two awards from JEC, the world's largest composite materials industry body, for two innovations developed jointly with PSA Peugeot Citroën and Hyundai Motor Europe.
Both innovations offer a crashworthiness equivalent to current metallic parts.
The goal is to fit the new front bumper impact beam onto an initial Hyundai vehicle by 2017 and then roll it out in subsequent vehicles.
The floor developed in conjunction with PSA was fitted onto the PSA Peugeot 208 Hybrid Air and Citroën C4 Cactus Concept Airflow prototypes presented at the Paris Motor Show in October 2014. The first applications could come into commercial production as soon as 2020.
Auto Inergy has stepped up the development of systems that control and reduce emissions of hydrocarbons, NOx and CO2, with its SCR-DINOx and TSBM solutions.
A plastic fuel tank made by extrusion blow-molding gives a weight advantage of some 20-30% compared to an equivalent metal tank, which significantly helps reduce CO2 emissions. Moreover, a range of manufacturing techniques allows plastic tanks to meet the strictest standards in terms of evaporative emissions. Finally, the flexibility of its shape makes it possible to optimize the vehicle's available space, allowing complex designs and the integration of a great many functions and components. Plastic fuel tank systems therefore improve the filling operation and are anti-corrosive and compatible with all types of fuel including biodiesels and bio-ethanols.
Selective Catalytic Reduction (SCR) is a highly effective emissions control technology for diesel vehicles. An aqueous solution of urea, known as AdBlue®, is injected upstream of a catalytic converter in the exhaust pipe. When it makes contact with the warm gases it is transformed by hydrolysis into ammonia, which then reacts with the nitrogen oxides (NOx) so that finally only nitrogen, which makes up 80% of our air, and water vapor are emitted. Building on its experience with handling on-board technical fluids, since 2006 Auto Inergy has developed AdBlue®storage and distribution systems for light commercial vehicles. Currently in its second generation, DINOx Premium, the SCR system eliminates 95% of a diesel vehicle's NOx emissions and up to 8% of its CO2 emissions. Optimized in terms of size and performance, the system meets emissions and fuel consumption standards including the EURO 6 standard which took effect in Europe in September 2014.
Auto Inergy is currently working on an innovation in the field of Selective Catalytic Reduction, the DINOx Compact. This system incorporates the electronic control unit and all related sensors in a single module to maximize the performance/cost ratio for manufacturers.
Moreover, DINOx Compact is specifically designed to work seamlessly with the control and diagnostic systems developed and patented by Plastic Omnium.
This all-in-one module is compatible with blow-molded and injection-molded fuel tanks and is designed to adapt to the requirements of future standards.
Today Plastic Omnium is positioned as a leader in the SCR market which is growing strongly due to stricter environmental standards aimed at reducing NOx emissions (EURO 6 in Europe and Tier 2 Bin 5 in North America). In early 2015, the Group began producing SCR systems for Audi's MLBevo platform.
Plastic Omnium produced 600,000 SCR systems in 2015 and is expected to produce 2.7 million such systems in 2019, which would amount to a global market share of 33%.
The Plastic Omnium Group's weight-saving solutions for hybrid and electric vehicles are especially important in that they offset battery weight while optimizing vehicle range. For hybrids, Auto Inergy has developed the INBAFFLE range of noise reduction systems that attenuate the sloshing noise caused by the movement of fuel in the tank when the vehicle comes to a halt and these sounds are no longer covered by the noise of the engine. For future plug-in hybrids, whose batteries can be recharged via a regular electrical outlet, Auto Inergy is developing appropriate fuel storage solutions. For gasoline versions, fuel vapors cannot be treated when the car is operating in all-electric mode or when it is at a standstill. To remedy this situation, Auto Inergy has developed reinforced plastic fuel systems that safely store hydrocarbon vapor without deforming the system, until the internal combustion engine is restarted and the vapor is purged. TSBM technology, which helps reduce hydrocarbon emissions by integrating the maximum of components into the fuel tank during the blow molding stage instead of welding them once the tank has been manufactured, is particularly adapted. It enables weight saving of 5-10kg compared to equivalent steel systems. Two of these tanks are currently being developed.
In the Environment business, research programs focus primarily on materials and the optimization of existing products. The Environment Division has gradually increased the percentage of recycled polyethylene in its worldwide production of bins from 20% in 2007 to 60% in 2015. In addition, the Division is now offering a line of 100% recycled 4-wheeled bins. These are made from regenerated materials from a variety of sources: used bins, manufacturing rejects, polyethylene flakes and bottles, etc. Finally, Plastic Omnium Environment sells a "Green Made" line of HDPE manufactured from non-food grade sugar cane.
The other strand of the Environment Division's research and development consists of services, primarily assistance to local authorities to improve the effectiveness of their sorting and recycling so that ultimately the fraction of non-reusable waste is reduced. Plastic Omnium is the only player to offer integrated data management services, based on efficient hardware and software computer systems. These include RFID chips to track equipment, access control and telemetry systems to measure container fill levels, embedded weighing system on collection trucks, etc. The systems collect and send the data safely to the Plastic Omnium Customer Service Center, local authorities or collection companies, where it is processed to improve waste container management, analyze sorting performance or optimize collection routes in real time. Plastic Omnium can use the data to help local authorities set up incentive-based invoicing and cut costs.
Compagnie Plastic Omnium has reviewed the risks that could have a material adverse effect on its business, financial position, or results, and considers that there are no significant risks other than those listed below.
Each automotive program has risks which could reduce its profitability from that initially expected. The risk in particular affects programs incorporating innovations, which could necessitate higher levels of investment and/or expenses by Compagnie Plastic Omnium than initially forecast, in order to reach the level of quality required. In addition, each automotive program is subject to risks in terms of manufacturing volumes, which depend on a wide range of factors, some of which are regional in nature, such as economic activity, carmaker production strategy, consumer access to credit and the regulatory environment, but also on factors specific to each vehicle, such as the attractiveness of its design.
Compagnie Plastic Omnium's commitment to diversifying its businesses and increasing the number of automotive programs represents a key component of its strategic vision that significantly reduces exposure to geographic and other risks.
The Automotive Division has more than 30 customers in 40 countries, comprising nearly all of the world's major carmakers and serving different market segments and two distinct product families. This Division has continued to diversify its exposure to global automobile manufacturing markets with the launch of 132 new programs in production in 2015.
In terms of commitments, all new projects are subject to a highly detailed approval process. The largest projects must be authorized by Compagnie Plastic Omnium's senior management. Once a project has been accepted, a structured operational and financial monitoring system is set up to track it.
The day-to-day activities of Compagnie Plastic Omnium's business lines and support services could be affected by the unavailability of critical IT systems, mainly due to system breakdown, network failure, damage to infrastructure or internal or external malicious acts.
The Information Systems Department, with the support of senior management, has placed increased emphasis on systems standardization and consolidation and continues to upgrade IT and network production infrastructures, business applications and workstation services. Management pays special attention to the incorporation of new technologies and to the availability and integrity of Company data.
The security of technical systems, applications and networks is addressed at the outset of strategic projects and followed up by regular audits and self-assessment programs.
Like any industrial activity, Compagnie Plastic Omnium's sites are exposed to risks such as workplace accidents, occupational illnesses, environmental damage (pollution), non-compliance or the tightening of regulatory requirements applicable in the area of HSE. Such events may generate additional costs or investment expenses for Compagnie Plastic Omnium in order to remedy the situation, comply or in respect of any sanctions.
With regard to health, safety and the environment, Compagnie Plastic Omnium has introduced a policy that is described in the Sustainable Development section of the document. Rolled out worldwide, this policy is based on a shared vision, a structured management system, regular reporting and an ongoing certification program.
It is managed by Compagnie Plastic Omnium's Executive Committee, which examines individual subsidiaries' performance every month, via the specific reporting system set up to help drive continuous improvement.
A dedicated organization comprised of front-line Health, Safety and Environment HSE facilitators is responsible for supporting and coordinating its deployment. This network of experts is led by Compagnie Plastic Omnium's HSE Department, backed by central HSE managers at the Division level. Final responsibility for managing health, safety and environment risks lies with the Division senior management.
Ongoing corrective and improvement action plans have been introduced and included in the programs to obtain ISO 14001 and OHSAS 18001 certification for industrial facilities. These plans foster wider adoption of best practices. They include training on ergonomics, the Man-Machine interface and the tools of the in-house Top Safety program, along with compliance for machinery and equipment.
Compagnie Plastic Omnium also has its own management system. Promoted by the Executive Committee, the system is based on five management road-maps: leadership, motivation, competence, the search for excellence and working conditions. A specialized Group Health, Safety & Environment (HSE) committee comprised of several Executive Committee members is overseeing its implementation.
In 2015, OHSAS 18001 certification was renewed for Compagnie Plastic Omnium's system for centrally managing the safety of people and property.
Lastly, since 2013, the HSE information published in the Annual Report is subject to an audit by an external organization.
Compagnie Plastic Omnium cannot rule out the fact that one of its customers could find itself in financial difficulty that prevents it from respecting certain commitments.
A balanced division of revenues by carmaker was maintained. In 2015, this breakdown was as follows:
The breakdown of the customer base is shown in Note 3.1.4.2 to the consolidated financial statements.
A Credit Manager is responsible for implementing structured customer risk monitoring and outstanding collection procedures within the Divisions. The DSO ratio was 52 days in 2015. Receivables over six months past due amounted to €8 million net of provisions. Lastly, in all businesses, review procedures are carried out before the results of bids are issued, in particular to ensure a balanced portfolio of customer receivables, in line with a target profile defined and continually monitored by Compagnie Plastic Omnium senior management.
As at December 31, 2015 the risk of non-recovery was low and involved only a non-material amount of receivables more than twelve months past due (see Note 6.3.1 to the consolidated financial statements).
Default by a major supplier, in particular a supplier of specific components for which rapid substitution is difficult, given the work and time necessary to accredit a new supplier, could entail a change in production for Compagnie Plastic Omnium or generate additional costs impacting Compagnie Plastic Omnium's operating margin.
Consequently, all automotive suppliers must be accredited according to meticulously defined operational, financial and regional criteria.
For approved suppliers, these criteria are then regularly monitored by the purchasing and quality assurance departments, with the help of specialized agencies. At risk suppliers are subject to special monitoring and when necessary safety stocks are put in place.
The Environment Division has more than one supplier for the most important materials. It also constantly monitors a number of major suppliers with support from corporate units and, as needed, from outside agencies.
Lastly, operating units are especially vigilant in this area. They focus on effectively anticipating and managing breakdowns in the supply chain that, while infrequent, can ultimately develop rapidly.
In 2015, Compagnie Plastic Omnium had no major supplier failures with negative consequences for logistics processes.
Compagnie Plastic Omnium must have access, at all times, to adequate financial resources not only to finance operations and the investments required to support its growth, but also to withstand the effects of any exceptional developments.
After two successful market financings in 2012, one a €250 million "EuroPP" private bond issue maturing in December 2018 and the other a €119 million "Schuldschein" private placement maturing in June 2017, Compagnie Plastic Omnium issued €500 million in bonds to institutional investors in 2013, maturing in May 2020.
In addition, Compagnie Plastic Omnium and some of its subsidiaries have unsecured confirmed medium-term bank lines of credit that are not subject to any financial covenants. As at December 31, 2015, the average maturity of these lines of credit was more than 5 years. Compagnie Plastic Omnium also has programs of receivables sales with an average maturity of more than 3 years.
As at December 31, 2015, available medium-term facilities covered Compagnie Plastic Omnium's financing needs through December 31, 2020 (excluding the planned acquisition of Faurecia Auto Exterior's systems announced in December 2015). Lastly, Compagnie Plastic Omnium has a commercial paper program. All of the medium-term and short-term lines of credit are with leading banking institutions.
The breakdown of financial assets and liabilities is shown in Note 6.4.2 to the consolidated financial statements.
The cash positions of Compagnie Plastic Omnium and its Divisions are monitored daily and a report is submitted once a week to Senior Management.
Compagnie Plastic Omnium has performed a specific review of its liquidity risk and considers that it is in a position to meet its upcoming debt maturities.
Disclosures about market risks are also provided in Notes 6.2, 6.5 and 6.6 to the consolidated financial statements.
Compagnie Plastic Omnium centrally manages the treasury of its subsidiaries through Plastic Omnium Finance, which manages liquidity, currency and interest rate risks on their behalf. The market risk hedging strategy, which involves entering into on- and off-balance sheet commitments, is approved every quarter by the Chairman and Chief Executive Officer.
Compagnie Plastic Omnium is exposed to exchange rate fluctuations, in particular where its manufacturing sites purchase raw materials and components or sell their production in currencies other than their accounting currency.
Compagnie Plastic Omnium's activities are based for the most part on local plants. By producing locally what is sold locally, the Group has little exposure to currency fluctuations, aside from currency translation adjustments for the financial statements.
Compagnie Plastic Omnium's policy is to minimize the currency risk on transactions involving a future inflow or outflow of funds. Nonetheless, if a transaction does give rise to a material currency risk, it is hedged by a forward currency contract. The subsidiary involved places this hedge with the central treasury or, with the latter's approval, locally.
Interest rate risk is due to fluctuations in interest rates, in particular those applicable to that part of debt financed at floating rates, and could result in an increase in the cost of finance.
At December 31, 2015, following the fixed-rate bonds issued in 2012 and 2013, 80% of the Group's debt was financed at fixed rates.
To eliminate or limit the impact on its income statement of a rise in interest expense from variable-rate instruments, Compagnie Plastic Omnium used interest rate hedges such as swaps and caps. Note 5.2.8.1 to the consolidated financial statements lists these hedges.
As at December 31, 2015, unhedged interest rate risk was accordingly not significant.
Compagnie Plastic Omnium's operations use large quantities of plastic, steel, paint and other raw materials which are subject to price changes that could have an impact on its operating margin.
To limit the impact of price fluctuations, Plastic Omnium has negotiated price indexation clauses with most of its automotive customers or, failing that, regularly renegotiates selling prices.
The Environment Division, as part of its proactive sustainability policy, manufactures its products using over 60% recycled plastic, which by nature is scarcely affected by price swings. For the remainder, the division negotiates annual price contracts with its suppliers. Lastly, inventories are managed to reduce the price impact as much as possible.
Taking these measures together, Compagnie Plastic Omnium considers that raw material price changes do not have a material impact on its operating margin.
Compagnie Plastic Omnium's Legal Affairs Department is supported, as needed, by local advisors and a network of correspondents in the main countries. The Department helps operating and corporate units, in all their on-going and exceptional operations, to prevent, anticipate and manage legal risks relating to the business, as well as being responsible for claims and litigation.
At the date of this report, there is no dispute or lawsuit and no governmental, legal or arbitration proceeding (including all proceedings of which Compagnie Plastic Omnium is aware, which are pending or with which the Group is threatened) that might have, or has had during the past twelve months, a material effect on the financial position or profitability of the Plastic Omnium Group.
Compagnie Plastic Omnium is mainly exposed to a risk of misappropriation of know-how, as both a victim and an offender, which could give rise to disputes.
Research and Innovation are major priorities for Compagnie Plastic Omnium, in both the Automotive and Environment Divisions. A structured approach of actively monitoring and investigating prior claims enables the Company to manage and protect its intellectual property rights. Extensive policies have been established in respect of patent filings for the innovations that result from research and development. Despite the measures taken, including research into prior claims, Compagnie Plastic Omnium cannot rule out the possibility of prior intellectual property claims and of the risks of litigation that might result.
Compagnie Plastic Omnium is exposed to the risk of warranty and liability claims from customers in respect of the products it sells and services it provides. Compagnie Plastic Omnium is also exposed to the risk of third-party product liability claims.
With regard to product and process quality, the Divisions have implemented dedicated organizations and reliable processes whose robustness and effectiveness are systematically tested by certification procedures ISO/TS 16949 for the Automotive Division and ISO 9001 for the Environment Division. These organizations and processes have been widely used in industry for many years, especially in the automotive sector.
These risks fall into the area of contractual liability and are covered by specific insurance policies.
Non-compliance with competition law regulations by one of its employees (in particular, an agreement with a competitor regarding the fixing of sales prices, sales conditions or the sharing of markets) could expose Compagnie Plastic Omnium to penalties that could be imposed by the competition authorities.
Compagnie Plastic Omnium introduced a Code of Conduct in 2010 to ensure compliance with competition law, making sure that all employees who work in sales and purchasing were trained when it was introduced. Compagnie Plastic Omnium has since maintained its training efforts every year, with training sessions organized regularly in various geographical regions where the Group operates. All sales and purchasing employees have been invited every year since 2013 to participate in these e-learning sessions concerning the Group's Code of Conduct.
The complex, international structure of Compagnie Plastic Omnium means comprehensive monitoring is needed to keep abreast of tax requirements, issues and risks: These risks concern in particular international transactions, in respect of which the tax administrations increasingly require more information, to which the Group intends to respond, or, concerning knowledge of local constraints to which the Group must adhere.
Consequently, the Compagnie Plastic Omnium has put into place a Tax Department, which works in close collaboration with the Accounting, Legal, and Finance Departments. Comprising three separate units in charge of tax affairs at entity, division and Group level, it is supported by a network of tax experts at headquarters and in the main countries as well as by corporate and local advisors. The Department ensures that subsidiaries fulfill their tax obligations in compliance with local laws and regulations and provides them with the support and expertise they need to carry out all recurring and non-recurring operations related to tax issues.
A regular tax reporting system allows current and deferred taxes from all of the tax entities controlled by Compagnie Plastic Omnium to be monitored and managed, and helps to ensure that the consolidated financial statements are prepared rapidly and to a high standard. A transfer pricing documentation system ensures that transfer prices within Compagnie Plastic Omnium are effectively monitored and managed, and contributes to the quality of fiscal management and reducing potential risks in this field. These two information systems and management processes are supplemented by other country-specific tools and provide necessary information to users.
This set of means and resources enables the corporate Tax Affairs Department to provide assurance to senior management that all tax obligations, issues and risks inherent in the complex international structure of an expanding business group are closely monitored.
Compagnie Plastic Omnium has put in place a global program of insurance benefiting all the subsidiaries in which it has a majority interest. This program is coupled with local coverage in all countries where the Company is located. The program is intended to cover the main risks that can affect its operations, results or assets and includes:
The levels of cover and the insured amounts are appropriate for the types of risk insured and take into account conditions in the insurance market.
02
In accordance with the provisions of article L. 225-37 of the Commercial Code (Code de Commerce), this chapter includes information on the composition of the Board of Directors and on the conditions for the preparation and organization of its work, the internal control and risk management procedures implemented by the Company, and any restrictions that the Board of Directors may have placed on the powers exercised by General Management.
Pursuant to article L. 225-37 of the Commercial Code, the Board of Directors of Compagnie Plastic Omnium approved this chapter during its meeting of February 24, 2016.
Pursuant to Article 11 of the Company's bylaws and Article L. 225-17 of the French Commercial Code, the Board of Directors of Compagnie Plastic Omnium is composed of up to 18 members.
The term of office of each director is three years. Directors are elected by the Shareholders' Meeting for three-year terms expiring at the close of the Shareholders' Meeting called during the year in which their term expires to approve the accounts for the previous financial year.
As at December 31, 2015, the Company is governed by a Board of Directors composed of 13 members: the Chairman and CEO, the Co-Chief Executive Officer and Chief Operating Officer, the Chief Operating Officer, 10 directors.
Act No. 2011-103 of January 27, 2011 and the AFEP-MEDEF Code establish a principle of balanced representation between women and men on the Board of Directors. As at December 31, 2015, the Board of Directors of Compagnie Plastic Omnium comprises 5 women directors out of 13, which is a proportion of 38.46%.
The composition of the Board of Directors complies with the law that fixes a first minimum proportion of 20% of directors of the same gender to be achieved in 2014.
The Appointments Committee carries out its selection work so as to propose candidates for the Board of Directors. At all events, in 2017 the Board's composition will be in compliance with the law that requires a minimum proportion of 40% of directors of each gender.
French Age 66 Professional address: Plastic Omnium 1, Allée Pierre Burelle – 92300 Levallois-Perret
Laurent Burelle is a graduate of the Federal Institute of Technology (ETH) in Zurich, and holds a Master of Science Degree in Chemical Engineering from the Massachusetts Institute of Technology (MIT).
He began his career with the Plastic Omnium Group as a Production engineer and assistant to the Director of the Langres plant. In 1977, he was appointed Chief Executive Officer of Plastic Omnium SA in Valencia (Spain), going on to become Chairman and Chief Executive Officer. From 1981 to 1988, he served as Head of the Environment-Urban Systems Division, before becoming Vice Chairman and Chief Executive Officer of Compagnie Plastic Omnium in 1988. He has been Chairman and Chief Executive Officer of Compagnie Plastic Omnium since July 2001. He is a director with the Pernod-Ricard and CIC Lyonnaise de Banque companies, and a member of the Supervisory Board with Wendel and Labruyère-Eberlé. Furthermore, he is director of the Fondation Jacques Chirac, director of the AFEP and Vice Chairman of the Institut de l'Entreprise.
Laurent Burelle is a Commandeur de la Légion d'honneur.
Chairman and Chief Executive Officer since July 1, 2001 Director since June 18, 1981 Holds 57,000 Plastic Omnium's shares
| French companies | |
|---|---|
| Burelle SA/* | Chief Operating Officer and Director |
| Sofiparc SA** | Chairman and member of the Supervisory Committee |
| Burelle Participations SA** | Director |
| Plastic Omnium Auto Exteriors SAS** | Chairman |
| Plastic Omnium Auto Inergy SAS**(1) | Chairman |
| Lyonnaise de Banque | Director |
| Pernod Ricard SA* | Director |
| Labruyère-Eberlé SAS | Member of the Supervisory Board |
| Wendel SA* | Member of the Supervisory Board |
| Institut de l'Entreprise (Association) | Vice Chairman |
| AFEP (Association) | Director |
| Fondation Jacques Chirac (Association) | Director |
| European Transalpine liaison committee Lyon-Turin (Association) | Director |
| International companies | |
| Compania Plastic Omnium SA** (Spain) | Chairman and Deputy Director |
| Plastic Omnium Holding (Shanghai) Co. Ltd** (China) | Chairman |
| Plastic Omnium Inc.** (United States of America) | Chairman |
| SOGEC 2 SA** (Belgium) | Deputy director |
| Compagnie Financière de la Cascade SRL** (Belgium) | Manager |
| Terms of office ended in 2015 | |
| Plastic Omnium Environnement SAS | Chairman and member of the Supervisory Committee through March 30, 2015 |
| Plastic Omnium Environment BV**(2) (The Netherlands) | Chairman through March 20, 2015 |
* Listed company.
** Member of the Compagnie Plastic Omnium Group/Burelle.
(1) Ex-Inergy Automotive Systèmes SAS.
(2) Ex-Plastic Omnium International BV.
French Age 55 Professional address: Plastic Omnium 1, Allée Pierre Burelle – 92300 Levallois-Perret
After graduating from ESSEC business school in 1982, Jean-Michel Szczerba joined Banque Vernes & Commerciale de Paris as a financial
Co-Chief Executive Director since December 15, 2015 Chief Operating Officer since March 16, 2010 Director since April 26, 2012 Holds 360,000 Plastic Omnium's shares
analyst. He joined Plastic Omnium in 1985, where he was successively Financial Controller, Finance Department Manager, and Chief Financial Officer, before becoming Deputy Chief Executive Officer in 2001. He was appointed Chief Operating Officer of Compagnie Plastic Omnium in 2010, Director in 2012 and co-Chief Executive Officer in 2015.
Jean-Michel Szczerba is a Chevalier de la Légion d'Honneur and a Chevalier de l'Ordre National du Mérite.
| French companies | |
|---|---|
| Burelle Participations SA** | Director |
| Plastic Omnium Finance SNC** | Manager |
| Plastic Omnium Gestion SNC** | Manager |
| Plastic Omnium Environnement Holding SAS** | Chairman |
| Groupe Progrès SA | Director |
| International companies | |
| Plastic Omnium GmbH** (Germany) | Manager |
| Hella Behr Plastic Omnium GmbH** (Germany) | Director |
| Yanfeng Plastic Omnium Automotive Exterior Systems Co. Ltd** (China) | Director |
| Plastic Omnium Holding (Shanghai) Co. Ltd** | Director |
| Plastic Omnium Inergy (Shanghai) Consulting Co. Ltd** (China) | Chairman |
| Plastic Omnium Inc.** (United States of America) | Director |
| Compania Plastic Omnium** (Spain) | Director |
| Plastic Omnium Auto Exteriors Spzoo** (Poland) | Manager |
| Plastic Omnium Auto Spzoo** (Poland) | Manager |
| Plastic Omnium Automotive NV** (Belgium) | Chairman and Director |
| Plastic Omnium Automotive Ltd** (Great Britain) | Director |
| Plastic Omnium Auto Exteriors (India) Pvt Ltd** (India) | Director |
| DSK Plastic Omnium BV** (The Netherlands) | Chairman and Director |
| Plastic Omnium Environment BV** (The Netherlands) | Member of the Supervisory Board since March 20, 2015 |
| B-Plas Plastic Omnium Otomotiv AS** (Turkey) | Vice-Chairman of the Board of Directors and Director |
| Terms of office ended in 2015 | |
| Plastic Omnium Environnement SAS | Chief Executive Officer and member of the Supervisory Committee through March 30, 2015 |
| Plastic Omnium International SAS*** | Chairman through October 31, 2015 |
| Plastic Omnium Auto Inergy France SAS**(1) | Chairman through March 31, 2015 |
| Plastic Omnium Auto Inergy Services SAS**(2) | Chairman through March 31, 2015 |
** Member of the Compagnie Plastic Omnium Group/Burelle.
(1) Ex-Plastic Omnium Management 1 SAS.
(2) Ex-Plastic Omnium Management 2 SAS.
French Age 69 Professional address: Plastic Omnium 1, Allée Pierre Burelle – 92300 Levallois-Perret
Paul Henry Lemarié holds a doctorate in physics from University of Paris-Orsay and a post-graduate degree (DEA) in Management and Finance from University of Paris-Dauphine.
Chief Operating Officer since May 15, 2001 Director since June 26, 1987 Holds 190,900 Plastic Omnium's shares
After completing a doctorate in physics at CEA, he began his career in the Finance Department of Paribas bank in 1973. He then joined Sofresid, an engineering group (steel, mining, offshore), before moving to Plastic Omnium Group in 1980 as Head of the 3P (Performance Plastics Products) Division. In 1985, he became Chairman of the Automotive Division. He was appointed Deputy Chief Executive Officer of Compagnie Plastic Omnium in 1987 and Chief Executive Officer in 1988. Appointed Chief Executive Officer of Burelle SA in April 1989, he became Chief Operating Officer of Burelle SA and Compagnie Plastic Omnium on May 15, 2001.
| French companies | |
|---|---|
| Burelle SA/* | Chief Operating Officer and Director |
| Burelle Participations SA ** | Chief Operating Officer and Director |
| Sofiparc SAS ** | Member of the Supervisory Committee |
| International companies | |
| Compania Plastic Omnium** (Spain) | Director |
| Terms of office ended in 2015 | |
| Plastic Omnium Environnement SAS | Member of the Supervisory Committee through March 30, 2015 |
* Listed company.
** Member of the Compagnie Plastic Omnium Group/Burelle.
French Age 70 Professional address: Burelle SA 1, rue François Ier – 75008 Paris
After earning a master's degree in English from the University of Paris-Sorbonne and graduating from Sciences Po, Éliane Lemarié devoted her professional career to the corporate information and communication sector.
Permanent representative of Burelle SA Director since April 28, 2009 Member of the Appointments Committee since July 22, 2014 Holds 395,996 Plastic Omnium's shares
She began her career as a journalist and copy editor in various written press publications as part of the Permanent Assembly of Chambers of Commerce and Industry (APCCI) from 1969 to 1975.
In 1976, she was hired by SOGEC to set up and develop a Public Relations, Media Relations and Publishing Department, a position she held until 1983.
In 1983, she founded and developed Irma Communication, a corporate communications consultancy with a client roster of French and international companies listed in Paris, New York and Mumbai, serving as Chairman and Chief Executive Officer until 2010.
| French companies | |
|---|---|
| Sofiparc SA** | Member of the Supervisory Committee |
| Burelle SA/* | Director |
| Union Industrielle | Chairman of the Supervisory Committee |
| International companies | |
| SOGEC 2 SA** (Belgium) | Deputy Director |
* Listed company.
** Member of the Compagnie Plastic Omnium Group/Burelle.
French Age 77 Professional address: Burelle SA 1, rue François Ier – 75008 Paris
Jean Burelle is a graduate of the Federal Institute of Technology (ETH) in Zurich, and holds an MBA from Harvard Business School. He began his career in 1966 at L'Oréal, before joining Compagnie Plastic Omnium in 1967 as Department Manager. In 1987, he was appointed Chairman and Chief Executive Officer, a position he held until 2001. Since then, he has been Chairman and Chief Executive Officer of Burelle SA, the majority shareholder of Compagnie Plastic Omnium.
Jean Burelle is Director of Compagnie Plastic Omnium. He is Chairman of Medef International.
Jean Burelle is an Officier de la Légion d'Honneur and an Officier de l'Ordre National du Mérite.
Director since January 1, 1970 Honorary Chairman since September 20, 2001 Holds 416,378 Plastic Omnium's shares
| French companies | |
|---|---|
| Burelle SA/* | Chairman and CEO |
| Burelle Participations SA** | Chairman and CEO |
| Sofiparc SAS** | Member of the Supervisory Committee |
| Sycovest 1 | Permanent representative of Burelle Participations SA, itself Director |
| Soparexo SCA | Member of the Supervisory Committee |
| Banque Hottinguer SA with Management Board | Member of the Supervisory Board and Compensation Committee |
| Medef International | Chairman |
| International companies | |
| Compania Plastic Omnium SA** (Spain) | Director |
| SOGEC 2 SA** (Belgium) | Chairman of the Board of Directors and Deputy Director |
| Terms of office ended in 2015 | |
| Plastic Omnium Environnement SAS | Member of the Supervisory Committee until March 30, 2015 |
* Listed company.
** Member of the Compagnie Plastic Omnium Group/Burelle.
French Age 53 Professional address: Dassault Systèmes 10, rue Marcel Dassault – 78140 Vélizy-Villacoublay
Holder of a master's degree in transport design from the Center for Creative Studies in Detroit, as well as a degree in industrial design
Director since April 28, 2011 Member of the Audit Committee since February 26, 2013 Chairman of the Audit Committee since February 24, 2015 Holds 900 Plastic Omnium's shares
from École Nationale Supérieure des Arts Appliqués in Paris, Anne Asensio began her career with Renault in 1987, where she was notably charged with the design of the Twingo, Clio and Mégane (Scenic) ranges. She then held several management positions with General Motors, leading the development of a number of concept cars.
She joined Dassault Systèmes in November 2007 as Vice President for Design, in charge of design and corporate identity.
Anne Asensio is a Chevalier de la Légion d'Honneur.
| French companies | |||
|---|---|---|---|
| Vice Chairman of Design Experience | |||
| Directors – Member of the Strategic Board | |||
| Director | |||
| International companies | |||
| Member of the Strategic Board | |||
| Member of the Global Advisory Council | |||
* Listed company.
French Age 66 Professional address: Presstalis 30, rue Raoul Wallenberg – 75019 Paris
After beginning her professional career in 1973 as an attorney in Paris, Anne-Marie Couderc joined the Hachette Group in 1982 as Deputy Corporate Secretary. She became the Group's Deputy Chief Executive Officer in 1993.
A Paris city councilor then Deputy Mayor and Member of Parliament for Paris, she was appointed Secretary of State for Employment in 1995, then Minister Attached to the Ministry of Labor and Social Affairs with responsibility for Employment until 1997.
At the end of 1997, Anne-Marie Couderc was appointed Chief Executive Officer and member of the Editorial Committee of Hachette Filipacchi Medias, and director of several publications.
She became Corporate Secretary of Lagardère Active in 2007, before joining Presstalis as Chief Executive Officer in August 2010, subsequently becoming Chairman of the Board of Directors.
Anne-Marie Couderc is an Officier de la Légion d'Honneur and an Officier de l'Ordre National du Mérite.
Director since June 20, 2010 Chairman of the Compensation Committee since December 31, 2013 Member of the Appointments Committee since July 22, 2014 Holds 1,350 Plastic Omnium's shares
| Chairman of the Board of Directors |
|---|
| Director and Chairman of the Compensation & Appointments Committee |
| Director and Chairman of the Compensation Committee and member of the Audit Committee |
| Member of the Supervisory Committee |
| Director |
| Director |
French Age 37 Professional address: 313, Terrasses de l'Arche 92727 Nanterre
After a career as a professional tennis player, Amélie Oudéa-Castera opted for academia rather than high-level sport. A graduate of IEP Paris and ESSEC while at the same time obtaining a master's degree in Law, she won a place at ENA, graduating in April 2004 and taking
Director and member of the Compensation Committee since January 1, 2014 Holds 900 Plastic Omnium's shares
up a position as auditor with the French Court of Auditors, acting as Legal Counselor and Rapporteur of the public report on the situation and outlook of the public finances.
In 2008, Amélie Oudéa-Castera joined the AXA Group, where she performed cross-cutting assignments for the Group CFO. In 2010, she was appointed Director of Strategic Planning. In 2011, she was named Director of Marketing, Brand and Services at AXA France and in 2012 her scope of responsibility was extended to digital business. In 2015, she was appointed CEO of AXA Particuliers/Professionnels, the retail entity of AXA France, while retaining the responsibility of digital business, brand and partnerships of AXA France.
| Deputy Chief Executive Officer |
|---|
| Director of Digital Business, Brand Partnerships |
| Member of the Executive Committee |
| Member of the Strategic Board of the Digital Business Division |
| Director |
| Legal Counselor |
French Age 53 Professional address: Banque Martin Maurel 17, avenue Hoche – 75008 Paris
After starting her professional career in 1985 as a business attorney in the law firm Gide Loyrette Nouel, Lucie Maurel Aubert joined, in
Term of office ends in 2018
Director since December 15, 2015 Holds 900 Plastic Omnium's shares 2002, the family bank Martin Maurel in which she has been a Director since 1999.
She was appointed as the Deputy Chief Executive Officer of the Compagnie Financière Martin Maurel in 2007, and then as the Vice Chairman and Deputy CEO in 2011. Moreover, she is CEO of the Banque Martin Maurel.
Lucie Maurel Aubert is a Chevalier de la Légion d'Honneur.
| French companies | |
|---|---|
| Compagnie Financière Martin Maurel | Vice Chairperson and Deputy Chief Executive Officer |
| Banque Martin Maurel | Chief Executive Officer |
| Rotschild & Co. | Member of the Supervisory Board |
| Montupet SA | Member of the Supervisory Board |
| French Bankers' Association | Vice Chairperson |
| Deposit Guarantee Fund | Member of the Supervisory Board |
| St Joseph Hospital Foundation | Director |
| Théâtre du Châtelet | Director |
| Terms of office ended in 2015 | |
| Aéroport de Marseille | Member of the Supervisory Board |
French Age 56 Professional address: 46, rue du Ranelagh 75016 Paris
Jérôme Gallot graduated from IEP Paris and ENA and was first appointed at the Cour des comptes (Court of Auditors) in 1985, then with the Ministry of Finance, where he was the Managing Director of the Competition, Consumer Affairs and Anti-Fraud Division (1997-2003).
`Term of office ends in 2018
Director since December 15, 2006 Chairman of the Audit Committee until February 24, 2015 Member of the Audit Committee since July 19, 2011 Member of the Appointments Committee since July 22, 2014 Holds 5,400 Plastic Omnium's shares
He then joined the Executive Committee of Caisse des Dépôts, where he was responsible for Pension and Employee Benefit Financing and International Operations, before becoming Executive Chairman of CDC Entreprises, CDC's private equity arm. When France created a Strategic Investment Fund, he was appointed to its Executive Committee.
In February 2011, Jérôme Gallot was appointed Chief Executive Officer of Veolia Transdev and acted as Consultant to the Chairman from January 2013 to February 2014. He is also a Director of Nexans and Caixa Seguros, and a non-voting Director of NRJ Group.
Jérôme Gallot is a Chevalier de la Légion d'honneur.
| French companies | |
|---|---|
| JGC | Manager |
| SP 3H | Director |
| Acerde SAS | Member of the Supervisory Board |
| Nexans SA* | Director |
| NRJ Group | Non-voting Director |
| International companies | |
| Caixa Seguros SA (Brazil) | Director |
* Listed company.
German Age 72 Professional address: AutoValue GmbH Savignystrasse 34 – 60325 Frankfurt-am-Main
Prof. Dr. Bernd Gottschalk holds a doctorate in economics from the University of Hamburg, and a degree from Stanford University in California. He began his career at Daimler-Benz as Communications Director, before becoming Chairman of the Brazilian subsidiary.
In 1992, he was appointed to the Board of Management of the Daimler-Benz Group, Global Vice President of the Commercial Vehicles Division. In 1997, he was appointed Chairman of the Federation of German Automotive Industry (VDA) and in 2007 created AutoValue GmbH, an automotive consultancy that he has headed since that date.
Director since April 28, 2009 Member of the Compensation Committee since December 13, 2013 Holds 900 Plastic Omnium's shares
| German companies | ||
|---|---|---|
| Plastic Omnium GmbH** | Member of the Advisory Board | |
| Serafin Group, Munich | Member of the Advisory Board | |
| AutoValue GmbH | Managing Partner | |
| Schaeffler GmbH | Director | |
| Jost Group | Director | |
| Joh Hay GmbH & Co. KG | Chairman of the Board of Directors | |
| Facton GmbH | Chairman of the Board of Directors | |
| Woco Group | Chairman of the Board |
** Member of the Compagnie Plastic Omnium Group/Burelle.
French Age 65 Professional address: Financière du Centre 70, avenue Édouard Herriot 71009 Mâcon
A graduate of the Federal Institute of Technology (ETH) in Zurich, Vincent Labruyère began his career in 1976 at Éts Bergeaud Mâcon, a subsidiary of Rexnord Inc., a US-based manufacturer of materials preparation equipment.
In 1981, he became head of Imprimerie Perroux, a printer of checks and bank forms, which he diversified in 1985 by creating DCP Technologies, a subsidiary specializing in credit card manufacture and encoding.
In 1989, he founded the SPEOS Group, specialized in desktop publishing and electronic archiving of management documents and the manufacture of means of payment, which he sold to the Belgian Post Office in 2001.
He then joined Labruyère-Eberlé as Chief Executive Officer and then Chairman of the Management Board. Labruyère-Eberlé is a familyowned company operating vineyards in France and the United States, which also operates supermarkets and invests growth capital in France and abroad.
Vincent Labruyère is a Director of Banque Martin Maurel, Slota, Mathon Développement and Imprimerie Perroux.
Director and member of the Audit Committee since May 16, 2002 Holds 10,332 Plastic Omnium's shares
| French companies | |
|---|---|
| Société Financière du Centre SAS | Chairman |
| Labruyère-Eberlé SAS | Chairman of the Management Board |
| Société Commercial de Bioux SAS | Member of the Management Board |
| Perroux et fils | Director |
| Martin Maurel | Director |
| Slota SA | Director |
| SNPI SCA | Member of the Supervisory Board |
| Pige SA | Permanent representative of Labruyère-Eberlé, itself Director |
Dr. Alain Mérieux
French Age 77 Professional address: Institut Mérieux 17, rue Bourgelat – 69002 Lyon
Dr. Alain Mérieux is Chairman of Institut Mérieux, a family-owned holding company for three industrial biology companies dedicated to serving public healthcare worldwide: bioMérieux (in vitro diagnostics), Transgène (immunotherapy to treat cancer and infectious diseases) and Mérieux NutriSciences (food safety, environment, nutrition). Institut Mérieux also comprises: ABL, a research company, Mérieux Développement, an investment company operating in healthcare. Institut Mérieux currently has over 15,000 employees in more than 40 countries worldwide.
Dr. Alain Mérieux is Chairman of the Fondation Mérieux, an independent family foundation registered as a public charity. He is Honorary Chairman and Director of Fondation Christophe et Rodolphe Mérieux, which operates under the aegis of the Institut de France. These two foundations are dedicated to the fight against infectious diseases in developing countries.
He is a Member of the Ordre National du Mérite and a Grand Officier de la Légion d'Honneur.
Director since June 23, 1993 Holds 6,318 Plastic Omnium's shares
| Institut Mérieux | Chairman and CEO |
|---|---|
| Fondation Mérieux | Chairman of the Board of Directors and Director |
| Fondation Christophe et Rodolphe Mérieux – Institut de France | Honorary Chairman and Director |
| Biomérieux SA* | Director |
| Fondation Pierre Fabre | Director |
| Fondation Pierre Vérots | Director |
| CIC Lyonnaise de Banque | Director |
| Transgène SA | Director |
| International companies | |
| BioMérieux Italia SpA (Italy) | Director |
| Mérieux NutriSciences (United States of America) | Director |
* Listed company.
French and American Age 76 Professional address: 83, rue Jules Rein 78600 Le Mesnil-le-Roi
A graduate of the Institut d'Études Politiques de Paris and holder of a Masters Degree in Business Administration from Harvard University, Jean-Pierre Ergas had headed up various industrial manufacturing groups in the metallurgy and packaging sectors in Europe and the United States for over thirty years.
Chief Executive Officer of Cebal and then Cégédur Pechiney, Chairman of the Chambre Syndicale de l'Aluminium, he was appointed Deputy Chief Executive Officer of Pechiney Group in 1986. Jean-Pierre Ergas has lived in Chicago (USA) since 1989 and was Chairman and Chief Executive Officer of American National Can in 1990. He served as Chairman and Chief Executive Officer of Alcan Europe from 1995 to 2000 and subsequently became Chief Executive Officer of BWAY Corporation (NYSE) in 2000, a company he sold in 2010.
Jean-Pierre Ergas is a Director of Dover Corporation (NYSE), and Managing Partner of Ergas Ventures LLP and Sagre LP.
Jean-Pierre Ergas is a Chevalier de la Légion d'Honneur.
| French companies | |
|---|---|
| FIBI-Aplix SA | Director |
| International companies | |
| Dover Corporation (United States of America) | Director |
| Sagre Group LP (United States of America) | Director |
| Ergas Ventures LLC (United States of America) | Director |
During its meeting held on February 24, 2015, the Board of Directors decided to renew the combining of the duties of Chairman and CEO and re-appointed Laurent Burelle to this position.
This decision was taken in line with the recommendations of the Appointments Committee, in the best interest of the Company. Since its establishment, the General managers of Compagnie Plastic Omnium have had a clear vision of the Group's prospects, based on their perfect knowledge of the Group's activities and its local and international environment. The Company has to be responsive in a highly competitive international environment. Furthermore, this mode of governance is best suited to the specific characteristics of Compagnie Plastic Omnium and the structure of its shareholding, composed primarily of the family group committed to the Group's long-term development.
In its meeting held on December 15, 2015, on the recommendation of the Chairman and Chief Executive Officer and after the validation of the Appointments Committee, the Board of Directors decided to appoint Jean-Michel Szczerba as Co-CEO. This appointment is intended to guarantee continuity and governance of the Group and pave the way for the succession of the Chairman and CEO.
The work of the Board is set out in Article 12 of the bylaws, and its organization is described in Article 1 of the Internal Procedures of the Board of Directors. The Internal Procedures may be amended by the Board of Directors in response to changes in laws and regulations, but also to changes in its own organization.
The Board of Directors meets as often as the interests of the Company require and, pursuant to the Internal Procedures, at least four times per year. Board meetings may be held by any means of videoconferencing or telecommunication allowing the identification of directors and ensuring their effective participation in accordance with the terms and conditions laid down in the Internal Procedures.
The Chairman of the Board of Directors directs the proceedings and ensures compliance with the provisions of the Internal Procedures. He seeks to ensure the quality of discussions and to promote collective decision-making. He also ensures that the Board devotes sufficient time to its discussions, giving each item on the agenda time proportionate to the importance it represents for the Company. The directors collectively ensure that there is a correct balance in the speaking time of each one of them. The Chairman ensures that the questions asked in line with the agenda receive appropriate answers.
The Secretary of the Board of Directors assumes responsibilities of the secretariat of the Board and draws up the minutes of its meetings.
Pursuant to the provisions of Article 11 of the bylaws, each director must own at least nine hundred shares in the Company.
The Shareholders' Meeting of April 30, 2015 renewed the directorships of Laurent Burelle, Paul Henry Lemarié, Jean-Michel Szczerba, the company Burelle SA represented by Éliane Lemarié, Jean Burelle, Anne-Marie Couderc, Jean-Pierre Ergas, Jérôme Gallot, Bernd Gottschalk and Alain Mérieux for a new three years period.
After being actively involved in the work of the Board of Directors for twenty-five years, Jean-Pierre Ergas resigned from his directorship at the end of the Board meeting of December 15, 2015.
Jean-Pierre Ergas had been appointed as director of Compagnie Plastic Omnium in 1990.
At its meeting of December 15, 2015 and based on the recommendation of the Appointments committee, the Board of directors appointed Lucie Maurel Aubert as director by co-optation for Jean-Pierre Ergas' remaining term of office, i.e. until 2018.
With her experience, Lucie Maurel Aubert seamlessly complements the competence of the Board, specifically in the financial field. Lucie Maurel Aubert serves as an independent director, free of motive, accessible and competent.
The ratification of Lucie Maurel Aubert's appointment as director shall be subject to the approval of the Shareholders' Meeting of April 28, 2016.
Each director has continuous information and means suited to the performance of his or her mission. The directors have a duty of vigilance and fully independent participation in the work and decisions of the Board of Directors and, where applicable, its Review Committees.
All are subject to compliance with the rules applicable to conflicts of interest.
With regard to the independence criteria mentioned in the AFEP-MEDEF Code, a member of the Board of Directors is independent if he or she does not maintain any relation with the Company, its Group or its Management that might compromise the exercise of his or her freedom of judgment. The criteria laid down in the AFEP-MEDEF Corporate Governance Code are:
not to be an executive corporate officer of a company in which the Company directly or indirectly holds a directorship, or in which a directorship is held by an employee, designated as such, or a corporate officer of the Company (currently or within the previous five years) (criterion No. 2);
not to be customer, supplier, investment banker, corporate banker of significant importance to the Company or the Group, or for which the Company or its Group represents a significant part of its activity (criterion No. 3);
The Appointments Committee's meeting of December 10, 2015 and the Board of Directors' meeting of December 15, 2015, reviewed on a case-by-case basis the situation of each of the members concerned with regard to the independence criteria mentioned in the AFEP-MEDEF Code.
| Criterion 1 | Criterion 2 | Criterion 3 | Criterion 4 | Criterion 5 | Criterion 6 | Qualification applied |
|
|---|---|---|---|---|---|---|---|
| Anne Asensio | yes | yes | yes | yes | yes | yes | Independent |
| Anne-Marie Couderc | yes | yes | yes | yes | yes | yes | Independent |
| Lucie Maurel Aubert | yes | yes | yes | yes | yes | yes | Independent |
| Amélie Oudéa-Castera | yes | yes | yes | yes | yes | yes | Independent |
| Jérôme Gallot | yes | yes | yes | yes | yes | yes | Independent |
| Bernd Gottschalk | yes | yes | yes | yes | yes | yes | Independent |
As a result, on December 31, 2015, 6 out of the 13 members of the Board of Directors, i.e. 46.15%, qualified as independent, with the AFEP-MEDEF Code recommending a minimum threshold of 33.33% independent directors for controlled listed companies.
Under the law and as part of the rights and duties of directors defined in the Internal Procedures of the Board of Directors of Compagnie Plastic Omnium and in accordance with the AFEP-MEDEF Code, directors are subject to the rules applicable to the situation of conflict of interests and stock exchange code of ethics.
In this respect, based on each director's declarations, the Board did not identify any conflict of interests.
Laurent Burelle, Jean Burelle, Paul Henry Lemarié and Éliane Lemarié are related.
To the Company's knowledge, none of its directors has been convicted of fraud, none has been involved as a corporate officer in a bankruptcy, receivership or liquidation in the past five years, and none has been the subject of any official charges or public sanctions pronounced by a statutory or regulatory authority. None of the members of the Board of Directors has been disqualified by a court from acting as a member of a governing, administrative or supervisory body of an issuer, or from taking part in the management or business of an issuer during the past five years.
The method for the organization and working of the Board of Directors of the Compagnie Plastic Omnium would enable it, where applicable, to prevent any misuse of control by a shareholder, largely due to the presence of independent directors within the Company.
No corporate officers are bound either to the company or to any of its subsidiaries through service contracts providing benefits of any kind.
The Board of Directors is aware of the rules to be applied to prevent insider misconduct, in particular with regard to the periods during which trading in securities of the Company is prohibited. It has had the opportunity to update the charter for the prevention of insider trading and issue recommendations to Senior Management.
Based on the legal texts, regulations and recommendations in place, this code states that inside information must be transmitted and used only for professional purposes.
This charter requires the exercise of great caution, where the person with inside information is carrying out financial transactions or is having financial transactions carried out on Plastic Omnium's securities in the stock exchange and points out that misconduct in this regard is subject to criminal penalties. Directors with permanent insider status are particularly requested not to carry out transactions on the securities of Plastic Omnium during certain periods if they have insider information. The Internal procedures of the Board of Directors states the Board members' obligation to respect the terms of the charter.
During the meeting of the Board of Directors of December 15, 2015, the directors received the schedule for 2016 with open and closed periods enabling them to trade in Plastic Omnium's shares.
Finally, the executive corporate officers notify the Autorité des Marchés Financiers (AMF) of each transaction carried out by them or by their relatives on Plastic Omnium's securities. They are periodically reminded of this obligation by the Company (cf. the summary of transactions carried out by corporate officers in 2015 on the securities of Plastic Omnium see chapter 7.3).
Preparing and holding meetings of the Board of Directors and its Committees require ever greater availability and involvement from each director. In this respect, the directors of the Compagnie Plastic Omnium are regularly informed of all the Company's activities and its performances.
On the agenda, directors may propose in a totally independent manner work for the Board and its committee comprising any topic useful for corporate governance.
Each committee prepares the discussions and proceedings of the Board in its domain.
With their expertise coming from outside and freedom of judgment, the directors jointly ensure the measures adopted contribute to implementing the strategy of the Plastic Omnium Group. The Board debates issues transparently and in detail.
In 2015, the Board of Directors met four times. The average attendance rate at Board meetings was 93%. The attendance rate at the meetings of Board of Director Committees is specified in the statements on pages 31 to 32.
Details of the distribution of directors' fees is given on page 39. The rules for the distribution of fees allocated for 2015 take on board the recommendations of the AFEP-MEDEF Code into account, with a major variable portion taking account of the diligence of each of the directors at Board meetings and the effective presence at Committee meetings.
The directors monitor the Group's economic and financial management and help define its strategy. They examine and approve the broad lines of action laid down by senior management, which then implements them.
In this context, the Board constantly seeks a working method which, while strictly complying with the Law, is conducive to the conditions of good corporate governance.
The work of the Board of Directors is based on its Internal Procedures, which aim at completing and specifying the legal, regulatory and statutory rules and the industry recommendations that the Board refers to. The Internal Procedures are published on Plastic Omnium's website.
In 2015, apart from the regular monitoring of the Group's activity (markets, business, geographical development, competition, quantitative and qualitative objectives), the Board of Directors continued its work on defining the Compagnie Plastic Omnium's strategy and monitoring its implementation.
Continuous dialogue with Management has enabled the Board to prepare strategy, especially by analyzing the strategic interest of acquisition transactions, their impact on the Company's financial structure and long-term development capacities.
Thus, the Board took part in the strategic thinking related to the proposed acquisition of Faurecia's Exterior Systems business.
The Board also focuses on monitoring the acquisitions made in the previous years and requires a statement of operations carried out to be submitted to it, which mainly includes integration within the Group, developed synergies, implementation of the Business plan prepared during the acquisition and value creation for Plastic Omnium.
In order to benefit from the best possible knowledge of Plastic Omnium's businesses, the Board of Directors holds regular meetings at the Group's French or international industrial sites. Thus, in 2015, the Board met on October 23, 2015 in the new α-Alphatech research center of the Auto Inergy Division located in the Oise Region and, during the site visit, various operational heads were able to present the technological developments to the directors.
The Company's financial position and cash position are analyzed at least twice a year during the Board's meeting when approving the financial statements and reviewing the half-yearly financial statements. If required, they may be reviewed at any time.
The Company's commitments are reviewed as part of the annual renewal of the authorizations given to the Chairman and CEO and the delegations that he grants.
The Board's discussions and decisions are facilitated by the work of its Review Committees which report to it after each of their meetings. The details of the missions of each Committee are given in the Internal Procedures of the Board of Directors.
In 2015, Board Committees were once again mandated by the Board to prepare its deliberations. The details of the composition of these Committees, their missions and work in 2015 are given below.
Board of Director Committees act strictly within the framework of the missions allocated to them by the Board. They actively prepare its work, put forward proposals, but have no decision-making powers.
| Composition | Composition as at December 31, 2015: • Anne Asensio (Chairman) • Jérôme Gallot • Vincent Labruyère |
|---|---|
| Since February 24, 2015, the Committee has been chaired by Anne Asensio, an independent director and member of the Committee since February 26, 2013. In compliance with the AFEP-MEDEF Code recommendations, the number of independent directors is two from three, |
|
| i.e. 67%. The directors who are members of the Audit Committee have the necessary qualification due to their professional experience and good knowledge of the Group's accounting and financial procedures, which are regularly reported to them. |
|
| The Chairman and CEO is not a member of the Committee. | |
| The Committee had the opportunity to hear the directors in charge of the fields whose activity is reviewed by it, lar | |
| gely as part of the processes related to risk management and control. | |
| The Statutory Auditors attend Committee meetings. | |
| The Committee did not seek advice from external experts. | |
| In 2015, the Audit Committee met three time with an attendance rate of 100%. | |
| Principal missions | • Monitoring the basis of preparation for the Group's financial information • Monitoring the legal audit of the financial statements and consolidated financial statements by the Statutory Auditors |
| • Reviewing the Statutory Auditors' audit plans and engagement program and the outcome of their verifications • Monitoring the independence of the Statutory Auditors |
|
| • Monitoring the efficacy of the Internal Control and Risk systems | |
| • Monitoring the Group's major exposures and sensitivity to risks | |
| • Warning role of the Chairman of the Board in the event of detection of a major risk, which, according to him, has not been treated appropriately |
|
| • Reviewing the program and objectives of the Internal Audit Department, as well as the methods and procedures of the internal control systems used |
|
| Principal activities | Reviewing the annual results for 2014 and the 1st half of 2015 |
| in 2015 | • Reviewing the Statutory Auditors' report |
| • Reviewing the audit plan and the outcome of the verification carried out, their recommendations as well as the action taken as part as the statutory audit |
|
| • Reviewing the audits carried out by the Statutory Auditors with regard to social, environmental and societal information |
|
| • Proposed renewal of the term of office of the Statutory Auditors | |
| • Monitoring the Internal Audit activity, the Committee having concluded that Internal Audit has carried out a detailed review of the key processes with exacting criteria. |
|
| • Reviewing risk factors and risk mapping, the Committee having concluded that risk management is controlled | |
| and assumed at the operational level and the level of corporate departments | |
| • Monitoring the results of programs raising awareness with regard to risk of fraud and prevention of corruption • Information on legal risks and potential disputes and major facts that are likely to have a significant impact on the financial situation of Plastic Omnium |
| Composition as at December 31, 2015: • Anne-Marie Couderc (Chairman) • Amélie Oudéa-Castera • Bernd Gottschalk |
|---|
| Since December 13, 2013, the Committee has been chaired by Anne-Marie Couderc, an independent director and Committee member since December 13, 2013. In compliance with the AFEP-MEDEF Code recommendations, the number of independent directors is three, i.e. |
| 100%. The directors actively participate in Committee meetings, acting in the interests of the shareholders and exercising their judgment in a completely independent manner. In 2015, the Compensation Committee met three time with an attendance rate of 100%. |
| • Drafting proposals for the compensation of the Chairman-CEO and the Chief Operating Officer and for the pension and insurance plans • Fixing the budget for the directors' fees to be submitted to the Shareholders' Meeting and the distribution method • Determining the long-term incentive plan policy, mainly including plans for the allocation of free shares |
| • Reviewing the components of the fixed salary and bonus of executive corporate officers and recommendations to the Board • Analyzing the performance of executive corporate officers in 2014 and recommendation to the Board for an annual bonus • Analyzing the performance of executive corporate officers in 2015 and recommendation to the Board for an annual bonus for 2015 • Say on Pay: preparing the resolutions submitted at the Shareholders' Meeting of April 30, 2015 • Reviewing the stock-option plan set up by the Board of Directors on July 21, 2015 and proposed allocation to executive corporate officers • Distribution of directors' fees pursuant to the rules providing a majority variable share |
| Composition | Composition as at December 31, 2015: • Anne-Marie Couderc (Chairman) • Éliane Lemarié • Jérôme Gallot |
|---|---|
| Since July 22, 2014, the Committee has been chaired by Anne-Marie Couderc, an independent director and Committee member since the same date. In compliance with the AFEP-MEDEF Code recommendations, the number of independent directors is two from three, i.e. |
|
| 67%. The directors actively participate in Committee meetings, acting in the interests of the shareholders and exercising their judgment in a completely independent manner. |
|
| In 2015, the Appointments Committee met once with an attendance rate of 100%. | |
| Principal missions | • Consideration and recommendation to the Board regarding procedures for the exercising of powers by Senior management • Opinion on the proposal of the Chairman of the Board of Directors for the appointment of Chief Operating Officers • Recommendation for new directors to the Board |
| • Examination of the qualification of independent directors, reviewed by the Board of Directors every year • Verification of the proper application of the Corporate Governance Code referred to by the Company • Discussion on issues pertaining to the governance related to the working and organization of the Board • Preparation of succession plans for executive corporate officers in the event of unforeseen vacancies |
|
| Principal activities in 2015 |
• Reviewing the succession plans of executive corporate officers to ensure continuity of Senior Management • Reviewing the conditions for the exercising of powers by Senior Management: uniqueness of the responsibilities of the Chairman and Chief Executive Officer • Discussing the composition of the Board: diversity, complementary nature of profiles, competence, gender |
| balance • Selecting and meeting with candidates, proposed candidature of Lucie Maurel Aubert as new director |
|
| • Reviewing and validating the Chairman's proposal on the renewal of the term of office of Chief Operating Officers Jean-Michel Szczerba and Paul Henry Lemarié |
|
| • Reviewing and validating the Chairman's proposal as to the appointment of Jean-Michel Szczerba as Co-Chief Executive Officer |
|
| • Discussing the composition of Board Committees • Reviewing the independence of each director with respect to the criteria listed in the AFEP-MEDEF Code |
Every year, the Board carries out a formal assessment, stipulated by the AFEP-MEDEF Code, of its composition, organization and method of working, largely so as to ensure, under certain conditions, that the agenda of its work covers the extent of its missions, that major issues have been suitably prepared and discussed and so as to to measure the contribution of each member in the Board's work.
This assessment complies with the recommendations of the AMF and those of the AFEP-MEDEF Code referred to by the Company.
The directors once again exercised total freedom of judgment in 2015. This freedom of judgment allowed them to take part with full independence in the work and collective decisions of the Board of Directors, and, for those concerned, the preparatory work and the Board Committee's proposals.
The Board concluded that the quality of its meetings, with regard to what was considered as avenues of progress at the end of the self-assessment in late 2014, continues to improve, mainly with respect to the analysis of the Group's strategic challenges, which are regularly discussed and debated.
This year as well, the strategic approach was reviewed in detail in the Board's work with regard to the development of the countries and markets in which the Group operates.
In 2015, the Board was fully satisfied with the tempo, frequency of the meetings and the format of the information forwarded to it as part of activity in general and the principal events of the Group's life. The availability of documentation prior to Board or Committee meetings, in keeping with the confidentiality requirements and time constraints that the Company is subject to, enhance the quality of discussions.
The Compagnie Plastic Omnium remains committed to the application of rules of corporate governance laid down by AFEP-MEDEF, by referring to the Corporate Governance Code of listed companies, available on the website http://medef.fr.
The table below provides the Company's explanations for the recommendations of the AFEP-MEDEF Code that are not applied.
| Recommendations of the AFEP-MEDEF Code |
Compagnie Plastic Omnium practices and justifications |
|---|---|
| Terms of office of directors must be staggered so as to prevent reappointment en masse (Article 14) |
The term of office of ten from the thirteen members of the Board of directors expires in 2018, the terms of office of two Board members expire in 2017 and that of one expires in 2016. The Company wished to prioritize a frequent appointment principle for directors by stipulating a statutory three-year term of office. |
| Adequate time for reviewing the accounts by the Audit Committee, at least two days before the Board meeting (Article 16.2.1) |
As part of the publication of the annual and interim results, the meeting of the Audit Committee for reviewing the financial statements is close to that of their presentation to the Board of Directors. It may be noted that the Board and its Audit Committee have prior useful information for accomplishing their audit mission, which is sent to them systematically prior to the meetings. |
Internal control and risk management are the responsibility of senior management, and require the involvement of all stakeholders in the Company, in accordance with the tasks assigned to them. Compagnie Plastic Omnium's internal control and risk management systems are designed to ensure:
effective and controlled implementation of guidelines and objectives set by senior management, particularly with regard to risk;
the smooth running of Compagnie Plastic Omnium's internal processes, particularly those relating to the safeguarding of the Group's assets in the broadest sense;
Internal control and risk management systems play a critical role in Compagnie Plastic Omnium's management. However, they cannot provide an absolute assurance that the Company's objectives will be achieved or that all risks will be eliminated.
Compagnie Plastic Omnium is actively working to reinforce its internal control and risk management systems as part of a continuous improvement process that relies in large part on the Implementation Guide to the Reference Framework for Risk Management and Internal Control Systems of the Autorité des Marchés Financiers (AMF).
This report describes the internal control system of Compagnie Plastic Omnium, the parent company of the Plastic Omnium Group. It therefore focuses on the procedures intended to guarantee (i) the reliability of the consolidated financial statements and (ii) the Company's control over entities in which it has a majority interest.
Compagnie Plastic Omnium regularly reviews and assesses the operations of significant investments over which it exercises joint control, and uses all of its influence to ensure that these entities comply with its internal control requirements.
Compagnie Plastic Omnium is built around two Divisions:
Under the supervision and control of Compagnie Plastic Omnium's senior management, these two autonomous divisions are each responsible for implementing the means and resources necessary to achieve the financial targets set in their annual budgets approved by senior management.
The internal control and risk management system deployed within the Group is based on the rules and principles of its internal control framework and the implementation of processes aimed at continuously improving the management of the main risks to which it may be exposed.
The organization of the system involves all Company employees. However, its oversight and controls are performed by the following seven key functions:
The senior management of Compagnie Plastic Omnium sets the guidelines for organizing and running the internal control and risk management system.
They are assisted in this task by the Executive Committee, which has management and decision-making powers with regard to the Company's business. It is composed of the Chairman-CEO, Co-CEO and Chief Operating Officer, the Director of Strategy and Development, Director of Finance, General Secretary – Legal Director, Director of Human Resources, Director of Communication and the Executive Directors of various Divisions. It meets once a month to review the Group's business performance and recent developments, and to discuss its outlook. It addresses cross-business issues such as sales and marketing, organization, investment, legal and human resources issues, safety and the environment, research and development, mergers and acquisitions, and financing. Each month, it analyzes the results and balance sheets of all Divisions and subsidiaries, including trends in respect of capital expenditure and working capital compared with the situation of the prior year and monthly budget projections. It also reviews three-month forecasts for the consolidated income statement and balance sheet, and plays a pro-active role in steering the Company's management. It also validates updates of current-year forecasts. Every June, it analyzes the strategic five-year plans for each Division and the Group. These plans are then used in preparing the budget, which is definitively adopted in December each year.
The cornerstone of Compagnie Plastic Omnium's internal control system is its Internal Control Framework, which sets out the rules and principles applicable to the companies it controls. It comprises a Code of Conduct, Internal Control Rules and Procedures and an Accounting and Financial Procedures Handbook.
• The Code of Conduct: in addition to its economic responsibilities, Compagnie Plastic Omnium attaches great importance to human rights and sustainable development. Compagnie Plastic Omnium is a signatory of the UN Global Compact, a set of principles that stand alongside the Plastic Omnium Code of Conduct to exemplify the spirit of responsibility that has always informed the Group's commitment. Together, these texts highlight the values governing individual and collective conduct that Compagnie Plastic Omnium aims to promote, and which determine the fundamental principles in which the rules and procedures of its internal control system are rooted. In 2010, Compagnie Plastic Omnium adopted a Code of Conduct on practices governed by competition law, which has been circulated throughout the Group as part of a compliance program.
The Code of Conduct applies to Compagnie Plastic Omnium and to all the affiliates in which it holds a majority stake. Plastic Omnium does everything in its power to encourage other affiliates to establish rules of conduct consistent with the provisions of the Code. It is the responsibility of senior management, members of the Executive Committee, divisional CEOs and plant managers to ensure that all employees are aware of the contents of the Code, and that they have sufficient resources to comply with its provisions. In return, the Code requires individual employees to behave in a way that demonstrates a personal and ongoing commitment to complying with the prevailing laws and regulations, and with the ethical rules it lays down.
The rules cover routine and non-routine business operations alike. They are a single and comprehensive reference framework designed to ensure that the internal control procedures implemented by the Group are both consistent and appropriate. In a number of cases, they include procedures that describe their application.
• The Accounting and Financial Procedures Handbook: Compagnie Plastic Omnium has an Accounting and Financial Procedures Handbook prepared in accordance with IFRS. These accounting procedures are applicable to all consolidated companies.
As part of a process of continuous improvement in terms of internal control, the Internal Control Framework is subject to additions, and is updated regularly to reflect established practices, as well as changes in organization and the applicable regulations.
The main risks to which Compagnie Plastic Omnium is exposed are described in the "Risk Management" section. This section also describes the key measures and processes used to effectively prevent and manage these risks.
The risk management system incorporates, as part of the organizational framework presented in this report, a process of mapping and analyzing the main risks facing the Company, the purpose of which is to verify the pertinence of approaches implemented at Group level and to take action to strengthen or complement existing approaches. At Group level, this process is led by the Risk Management Department in conjunction with the operational management teams and corporate departments.
The system is overseen by senior management.
Compagnie Plastic Omnium seeks to combine accountability and independence of judgment at the three levels responsible for controlling its operations and its risk management system: the operational management departments, corporate departments and the Internal Audit Department.
The operational management teams implement the structures and resources necessary for the satisfactory implementation of the rules and principles governing internal control in their respective activities. They are tasked in particular with assessing the pertinence of remedial measures implemented as a result of assignments undertaken by Internal Audit. They are also responsible for identifying the risks inherent to their own activity and for taking reasonable steps to control them.
The corporate departments, namely Human Resources and Sustainable Development, Corporate Finance and Information Systems, and Legal Affairs, have the broadest powers in their areas of expertise, and under the supervision of senior management, to establish rules and procedures applying within Compagnie Plastic Omnium. They are tasked with coordinating and monitoring the activities of their functional networks with a view to protecting the interests of the Group and all its stakeholders.
In the particular area of internal control and risk management, they are responsible for analyzing the risks inherent in their activities and for defining the appropriate structures and systems to ensure their smooth running. They prepare and update the Internal Control Framework and cross-business approaches to risk management. In doing so, they are required to ensure the adequacy of the Internal Control Framework in respect of prevailing standards, regulations and laws, and to implement the appropriate means for relaying the information they produce.
Compagnie Plastic Omnium has a centralized Internal Audit Department that is part of the Corporate Risk Management Department and reports to the Corporate Secretary. It also reports regularly to the Internal Control Committee, which is responsible for overseeing internal control procedures. It conducts assessments of the general system, and ensures the efficiency of its implementation.
The Internal Audit Department conducts audits on a scope covering all subsidiaries, whether or not Compagnie Plastic Omnium exercises control. At the conclusion of each audit, it makes recommendations to the audited units, which respond with appropriate action plans subject to systematic monitoring by divisional management teams. The annual internal audit plan is based on criteria relating to how often audits are performed and to each entity's risk and control environment. None of the audits performed in 2015 revealed any serious weaknesses in the internal control and risk management system.
The Internal Audit Department also oversees annual internal control self-assessment campaigns, launched in 2006. The questionnaire design is based on the Implementation Guide to the AMF Framework. It is both an effective assessment tool and a means of raising the awareness of local organizations. Lastly, it is a useful tool for the Internal Audit Department in preparing its audit work.
Note that the application of international safety, environmental and quality assurance standards, in addition to the audit of our insurance companies and our customers, gives rise to regular specialized audits conducted by independent bodies. As of December 31, 2015, 88% of the eligible facilities that were at least 50%-owned had earned ISO 14001 certification and 85% were OHSAS 18001-certified.
The internal control rules and procedures are available to employees on the home page of the Group's intranet portal. However, the internal control system is deployed largely through formal documents, awareness raising, training programs and reporting processes conducted by the corporate departments. These activities, which include the self-assessment referred to above, allow local management teams to appreciate senior management's profound commitment to internal control processes.
Finally, the relaying of information on the preparation of financial and accounting data is subject to specific processes described later in this report.
Senior management, assisted by the Risk Management Department, is responsible for the overall oversight of the Company's internal control and risk management processes.
The Risk Management Department exercises a critical oversight role concerning the internal control system as part of its specific remit. It reports its analysis and recommendations to senior management, to which it reports directly, as well as the Internal Control Committee. It is also responsible for the process of identifying business risks undertaken at Group level, and coordinates the preparation of the ensuing risk management plan.
The Internal Control Committee coordinates the internal control system, and ensures that it runs smoothly. It is chaired by the Compagnie Plastic Omnium Corporate Secretary. Its other members include the Head of Human Resources, the Chief Financial Officer, the Head of Risk Management and Internal Audit, the Chief Executive Officers and the Chief Financial Officers of the Divisions. It is tasked with ensuring the quality and effectiveness of the system. It relays the decisions and recommendations of the Chairman and Chief Executive Officer, to whom it reports its findings. Its composition gives it the authority to coordinate the efforts of all actors involved in internal control and risk management in each division or corporate function.
Lastly, the Board of Directors reviews all of the major assumptions and strategies laid down for Compagnie Plastic Omnium by senior management. It reviews the broad outlines of the internal control and risk management system and acquires an understanding of the various procedures involved in the preparation and processing of overall and financial information.
The Finance Department is responsible for ensuring that the preparation of the Group's financial information is consistent. As such, it is tasked with:
The consistency of the Group's financial statements is guaranteed by the use of the same accounting standards and a single chart of accounts by all Group entities. The standards and chart of accounts take into account the specific characteristics of the subsidiaries' various businesses. They are laid down by the Accounting Standards and Principles Department, which is part of the Accounting and Tax Department and is the sole entity with authority to change them.
Consistency is further ensured by the coordinated management of information systems that contribute to the preparation of the financial information of each subsidiary: the use of a single software application guarantees that reporting and consolidation processes are standardized and applied consistently; moreover, based on a software package recommended by the Group, the various divisions have developed integrated management systems and rolled them out across the majority of their plants, thereby helping to ensure that the information used in the preparation of the financial statements is properly controlled.
Consolidated financial information is prepared for the following key processes:
These four processes apply to all subsidiaries controlled directly and indirectly by Compagnie Plastic Omnium.
Each subsidiary is responsible for producing its own accounts. Firsttier controls and analyses of subsidiaries' financial statements are performed locally. Second-tier controls are performed centrally in each division. Third-tier controls are performed by the Finance Department.
Reporting is done on a monthly basis. It is submitted to senior management one week after the close of the monthly accounts, and is reviewed by the Senior Management and analyzed by the Executive Committee. The reporting package comprises an income statement broken down by function, with an analysis of production costs, overheads, and research and development expenditure. It also includes a full cash flow statement, business forecasts for the subsequent three months and a set of environmental and safety indicators. The information is prepared at Group, division and subsidiary level. It provides comparisons between the various items – monthly actual, year-to-date actual, prior-year actual and current-year budget – together with an analysis of material differences.
The budget process begins in September each year, when the subsidiaries prepare their figures, which are consolidated at division level. Budgets are then submitted to senior management in November and validated in December, before being presented to Compagnie Plastic Omnium's Board of Directors. The budget package comprises an income statement, cash-flow statement and data concerning return on capital employed for each subsidiary and division for the year N+1.
Revised forecasts are regularly produced to allow remedial measures to be made with a view to ensuring that initial budget targets are met. They also allow senior management to report reliably on changes in the situation.
The budget is based on the rolling four-year business plan approved in July of each year by Senior Management, which includes income statement and balance-sheet projections prepared on the basis of the sales, industrial and financial strategies of the Group and the divisions.
Compagnie Plastic Omnium is responsible for managing the mediumterm financing requirements of all the subsidiaries controlled by the Group, while Plastic Omnium Finance covers short-term financing. Through Plastic Omnium Finance, the Group has set up a global cash-pooling and netting system for all Group subsidiaries in all countries where local rules allow this practice. In addition, intragroup receivables and payables are netted monthly. In this way, it manages funding streams and verifies cash positions on a daily basis.
In general, subsidiaries cannot negotiate external financing arrangements without the prior authorization of the Work planned in 2016 Group's Central Treasury.
Plastic Omnium Finance is also responsible for controlling all currency and interest rate hedging transactions.
Cash reports are sent to the senior management on a weekly basis. They provide an analysis of the cash position of each division, and of the Group as a whole, together with comparisons with the prior year and the budget for the current year.
No material incidents or significant changes occurred in 2015 that could have compromised the effectiveness of the internal control system described above.
As part of a process of continuous improvement of its internal control system, Compagnie Plastic Omnium plans to upgrade a number of procedures in order to enhance their pertinence and encourage operational staff to appropriate them. This approach, in which the Risk Management Department is playing an important role, covers internal control procedures, accounting and financial, and risk management procedures.
The Internal Audit Department will conduct 42 audits in 2016, compared with 37 in 2015.
To improve the internal control and risk management system, the Company will continue to apply the procedure for tracking progress on implementing recommendations issued by the Internal Audit Department.
In accordance with the provisions of Article L. 225-102-1 of the French Commercial Code and the AFEP-MEDEF Corporate Governance Code, the total compensation and benefits in kind paid to each corporate officer is presented in the tables below.
| Laurent Burelle Chairman and Chief Executive Officer |
Year 2014 | Year 2015 |
|---|---|---|
| Compensation due in respect of the year (see details below) | 4,234,744 | 4,584,864 |
| Value of stock options awarded during the year (see details below) | 0 | 651,000 |
| Total | 4,234,744 | 5,235,864 |
| Jean-Michel Szczerba Director, Co-Chief Executive Officer and Chief Operating Officer |
Year 2014 | Year 2015 |
| Compensation due in respect of the year (see details below) | 1,295,873 | 1,358,351 |
| Value of stock options awarded during the year (see details below) | 0 | 651,000 |
| Total | 1,295,873 | 2,009,315 |
| Paul Henry Lemarié Director and Chief Operating Officer |
Year 2014 | Year 2015 |
| Compensation due in respect of the year (see details below) | 2,120,342 | 2,310,619 |
| Value of stock options awarded during the year (see details below) | 0 | 0 |
| Laurent Burelle | Year 2014 Year 2015 |
||||
|---|---|---|---|---|---|
| Chairman and Chief Executive Officer | Totals due | Totals paid | Totals due | Totals paid | |
| • fixed salary(1) | 86,573 | 86,573 | 87,471 | 87,471 | |
| • bonus(1)(2) | 3,905,604 | 3,774,709 | 4,275,290 | 4,133,631 | |
| • exceptional compensation | 0 | 0 | 0 | 0 | |
| • directors' fees | 242,567 | 242,567 | 222,103 | 222,103 | |
| • benefits in kind | Company car | Company car | |||
| Total | 4,234,744 | 4,103,849 | 4,584,864 | 4,443,205 |
Total 2,120,342 2,310,619
| Paul Henry Lemarié | Year 2014 | Year 2015 | ||
|---|---|---|---|---|
| Director and Chief Operating Officer | Totals due | Totals paid | Totals due | Totals paid |
| • fixed salary(1) | 86,573 | 86,573 | 87,471 | 87,471 |
| • bonus(1)(2) | 1,952,802 | 1,887,355 | 2,137,645 | 2,066,815 |
| • exceptional compensation | 0 | 0 | 0 | 0 |
| • directors' fees | 80,967 | 80,967 | 85,503 | 85,503 |
| • benefits in kind | Company car | Company car | ||
| Total | 2,120,342 | 2,054,895 | 2,310,619 | 2,239,789 |
(1) Paid by Burelle SA. This fixed compensation equals 120% of the highest coefficient in the collective bargaining agreement in the Plastics industry (coefficient of 940).
(2) Burelle SA pays gross compensation to executive corporate officers for their management services, which is then billed to Compagnie Plastic Omnium and its subsidiaries, calculated on the basis of the estimated time spent by each director on business relating to the Plastic Omnium Group. Directors' bonuses are paid by Burelle SA, and are determined on the basis of the Burelle Group's consolidated operating cash flow. This calculation is based on consolidated IFRS operating cash flow after tax and interest expense plus the share of operating cash flow of joint ventures (after tax and interest expense and net of dividends paid (see Note 5.1.14, page 120).
| Jean-Michel Szczerba | Year 2014 | Year 2015 | ||
|---|---|---|---|---|
| Director, Co-Chief Executive Officer and Chief Operating Officer |
Totals due | Totals paid | Totals due | Totals paid |
| • fixed salary | 830,929 | 830,929 | 872,464 | 872,464 |
| • bonus(1) | 363,829 | 363,829 | 382,020 | 382,020 |
| • exceptional compensation | 0 | 0 | 0 | 0 |
| • directors' fees | 101,115 | 101,115 | 103,831 | 103,831 |
| • benefits in kind | Company car | Company car | ||
| Total | 1,295,873 | 1,295,873 | 1,358,315 | 1,358,315 |
(1) Calculated on individual objectives and financial performance (operating margin and debt).
In accordance with Article L. 225-102-1 of the French Commercial Code, the compensation paid by Burelle SA to Compagnie Plastic Omnium's corporate officers in 2015 and the portion billed to Compagnie Plastic Omnium for management services are presented in the table below:
| Gross compensation paid by Burelle SA in 2015 |
O/w bonus | Amount billed to the Plastic Omnium Group in 2015 |
O/w bonus | |
|---|---|---|---|---|
| Laurent Burelle | 4,246,774 | 4,133,631 | 3,208,037 | 3,141,559 |
| Paul Henry Lemarié | 2,179,958 | 2,066,815 | 1,077,143 | 1,033,407 |
| Jean Burelle | 2,196,659 | 2,066,815 | 409,314 | 392,695 |
| Jean-Michel Szczerba | 0 | 0 | 0 | 0 |
| Members of the Board | Directors' fees paid in 2014 | Directors' fees paid in 2015 |
|---|---|---|
| Laurent Burelle | 29,715 | 34,431 |
| Paul Henry Lemarié | 24,115 | 28,831 |
| Jean Burelle | 24,115 | 28,831 |
| Jean-Michel Szczerba | 24,115 | 28,831 |
| Éliane Lemarié | 25,415 | 30,131 |
| Jean-Pierre Ergas | 26,715 | 21,623 |
| Jérôme Gallot | 31,715 | 34,831 |
| Vincent Labruyère | 28,015 | 32,731 |
| Alain Mérieux | 12,058 | 14,415 |
| Bernd Gottschalk | 24,115 | 30,131 |
| Anne-Marie Couderc | 28,315 | 33,031 |
| Anne Asensio | 26,715 | 34,331 |
| Amélie Oudéa-Castera | 25,415 | 30,131 |
| Total | 330,538 | 382,279 |
At its meeting of December 11, 2014, the Board of Directors allocated directors' fees for 2015 as follows:
| Corporate officer | Directors' fees paid in 2014 | Directors' fees paid in 2015 |
|---|---|---|
| Laurent Burelle | 242,567 | 222,103 |
| Paul Henry Lemarié | 80,967 | 85,503 |
| Jean Burelle | 118,492 | 102,203 |
| Jean-Michel Szczerba | 101,115 | 103,831 |
| Total | 543,141 | 513,640 |
| Name and position of the corporate officer |
Number of options awarded during the year |
Value of options using the method applied in the consolidated financial statements |
Exercise price |
Exercise period |
|---|---|---|---|---|
| Laurent Burelle Chairman and Chief Executive Officer |
150,000 | €651,000 | €24.72 | 2019-2022 |
| Jean-Michel Szczerba Director, Co-Chief Executive Officer and Chief Operating Officer |
150,000 | €651,000 | €24.72 | 2019-2022 |
| Paul Henry Lemarié Director and Chief Operating Officer |
0 | – | – | – |
In accordance with the AFEP-MEDEF Code recommendations:
(ii) the Company's operating margin compared with its main competitors;
• each director must retain 10% of the shares resulting from the exercise of options in registered form until the end of his or her term of office.
| Name and position of the corporate officer | Plan date | Number of options exercised during the year |
Exercise price |
|---|---|---|---|
| Laurent Burelle | 2008 plan | 54,000 | €2.94 |
| Chairman and Chief Executive Officer | 2010 plan | 200,000 | €2.84 |
| Jean-Michel Szczerba Director, Co-Chief Executive Officer and Chief Operating Officer |
– | 0 | – |
| Paul Henry Lemarié Director and Chief Operating Officer |
2010 plan | 270,000 | €2.84 |
| Name and position of the corporate officer |
Performance shares awarded during the year to each executive corporate officer by the issuer or any Group company |
Plan date |
Number of shares awarded during the year |
Value of shares using the method applied in the consolidated financial statements |
Vesting date |
End of vesting period |
|---|---|---|---|---|---|---|
| Laurent Burelle Chairman and Chief Executive Officer |
0 | – | – | – | – | – |
| Jean-Michel Szczerba Director, Co-Chief Executive Officer and Chief Operating Officer |
0 | – | – | – | – | – |
| Paul Henry Lemarié Director – and Chief Operating Officer |
0 | – | – | – | – | – |
| Name and position of the corporate officer |
Performance shares that vested during the year for executive corporate officers |
Plan date |
Number of shares that vested during the year |
Vesting conditions |
|---|---|---|---|---|
| Laurent Burelle Chairman and CEO |
0 | – | – | – |
| Jean-Michel Szczerba Director, Co-Chief Executive Officer and Chief Operating Officer |
0 | – | – | – |
| Paul Henry Lemarié Director and Chief Operating Officer |
0 | – | – | – |
In 2003, the Board of Directors of Compagnie Plastic Omnium decided to introduce a supplementary pension plan for the Executive Committee members of Compagnie Plastic Omnium. The plan guarantees these employees defined-benefit retirement compensation, provided they are still employed by the Group when they retire at age 65, under the following terms:
| Plastic Omnium Plan | Recommendations of the AFEP-MEDEF Code |
|
|---|---|---|
| Required length of service | 7 years | At least 2 years |
| Actual length of service | Laurent Burelle: 41 years – Paul Henry Lemarié: 36 years – Jean-Michel Szczerba: 31 years | The length of service of the three executive corporate officer is: |
| Average of the average total annual compensation | ||
| Reference compensation | for the five years prior to retirement | Several years |
| Annual amount paid (% of the reference compensation) |
1% | 5% maximum |
| Ceilings | 10 % of the reference compensation or 8 times the Social Security ceiling |
45% of compensation |
The Board of Directors of Burelle SA approved a similar plan for corporate officers in 2003. The portion of the annual cost in respect of this plan billed by Burelle SA to Compagnie Plastic Omnium and its controlled companies was €670,769 in 2015. The other pension plans for senior management are the same as those in place for the Group's managerial employees.
In compliance with AFEP-MEDEF Code recommendations, Laurent Burelle and Paul Henry Lemarié are no longer under an employment contract, Jean-Michel Szczerba's employment contract was suspended.
The Company has no commitment to pay the corporate officers any compensation for loss or change of office or due to a non-competition clause.
Year ended December 31, 2015
To the Shareholders,
As Statutory Auditors of Compagnie Plastic Omnium and in accordance with the Article L. 225-235 of French Commercial Code (Code de commerce), we hereby present our report on the Chairman of the Board of Directors report in compliance with the Article L. 225-37 of French Commercial Code regarding fiscal year ending December 31, 2015.
It is the Chairman's responsibility to establish and submit for the Board of Directors' approval a report on internal control and risk management procedures implemented by the Company and to provide the other information required by Article L. 225-37 of the French Commercial Code (Code de commerce) relating to matters such as corporate governance.
It is our responsibility to:
We conducted our work in accordance with professional standards applicable in France.
The professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman's report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information. These procedures consist mainly in:
On the basis of our work, we have no matters to report on the information relating to the Company's internal control and risk management procedures relating to the preparation and processing of the accounting and financial information contained in the report prepared by the Chairman of the Board of Directors in accordance with article L. 225-37 of the French Commercial Code (Code de commerce).
We confirm that the report prepared by the Chairman of the Board of Directors also contains the other information required by Article L. 225-37 of the French Commercial Code (Code de commerce).
Paris-la Défense, February 24, 2016
The Statutory Auditors
MAZARS ERNST & YOUNG et Autres Jean-Luc Barlet Gilles Rabier
03
This chapter presents the non-financial information about the Plastic Omnium Group, set outs the sustainable development issues and how Plastic Omnium addresses them.
3.1 - Issues
In a global context of the fight against climate change, sustainable mobility issues, challenges raised by global urbanization and increasing population levels are, for Compagnie Plastic Omnium, the opportunity to consolidate its position as leader in the automotive equipment and waste collection sectors by offering innovative solutions and its technological expertise.
At the forefront of sustainable development through its businesses and targeted markets, Plastic Omnium is also committed to a strategy of sustainable development. The Group effectively believes that its innovations, support given to its employees, environmental protection, a societal commitment and ethics are powerful levers of sustainable performance and profitable growth for all its businesses worldwide. Plastic Omnium's joining of the United Nations Global Compact in 2003 is fully in line with this conviction.
Taking into account the social and environmental consequences of its activities and always striving to meet its societal commitments in favor of sustainable development also means anticipating and taking the right decisions at the right time, not only for Plastic Omnium but also for its stakeholders. In receiving the "Gold" recognition level right from its first assessment in 2015 by EcoVadis, the international CSR rating specialist, the Group has received confirmation that it is on the right track. EcoVadis has now invited Compagnie Plastic Omnium to adopt a continuous improvement plan, in particular through a Corporate Social Responsibility (CSR) approach and relevant indicators to manage the process and measure its performance. The Group has already endowed its Health, Safety and Environment (HSE) policy, fully integrated into the Company's strategy and management, as well as a human resources policy working for development, with dedicated governance systems that are measured and developed using specific collection tools. We have set out the results of our commitments in favor of sustainable development through the indicators and information in this chapter in compliance with Article R.225 of the French Commercial Code and its implementation decree No. 2012-557 of April 24, 2012 on corporate transparency requirements in relation to social and environmental issues.
The Company therefore monitors the key performance indicators below both globally and at the level of operational entities:
Temporary staff
Training hours per year per employee Total training hours per employee
Women
employees)
Absenteeism rate due to workplace accidents Absenteeism rate due to other causes
12,648 12,737 12,443
Breakdown of workforce by gender (excluding temporary
PLASTIC OMNIUM 2015 REGISTRATION DOCUMENT 44 45
Lost time accident frequency rates Tf1
Number of ISO14001 certified sites
Electricity consumption in kWh per kg of material processed
Gas consumption in kWh per kg of material processed
Water consumption in liters per kg of material processed
Proportion of recycled plastic in the consumption of plastic material
Accident severity rates
The increased awareness of the environmental impacts at the global level is reflected in the continuing tightening of domestic, European and international regulations concerning issues such as lower consumption levels and greenhouse gas emissions. In this context, lighter vehicle weights have become a major and priority challenge for carmakers. This has resulted in the increasing use of plastic and composites for body parts. Innovative solutions to make vehicles lighter (plastic tailgates, parts in composite and carbon fiber), improve aerodynamics (light-air bumper) or DINOx-SCR (Selective Catalytic Reduction) systems to reduce nitrogen oxides (NOx) – irritant gases that aggravate the greenhouse gas effect – are significantly leveraging the growth of Plastic Omnium's businesses. The SCR solutions proposed by Plastic Omnium enable carmakers to meet the most stringent standards in accordance with state-of-the-art technology. Safety-related regulatory standards such as pedestrian impacts represent other growth opportunities for the Group, for instance through the concept of ultra-compact bumpers.
The regulatory pressure exerted on the automotive sector, in particular with the REACH directive on the elimination of dangerous substances in automotive construction and the End-of-Life Vehicle directive, have made ecodesign a strategic necessity for equipment manufacturers. Plastic Omnium has been involved in ecodesign since 2007, in particular through being one of the seven companies behind the creation of the Cluster CREER (Cluster Research: Excellence in Ecodesign & Recycling), in partnership with SERAM and the MAPIE laboratory of the ENSAM Institute in Chambéry. For the Group, CREER is the opportunity to improve its efficiency in ecodesign and to share and benefit from respective research agendas regarding the environment.
Plastic Omnium is also a member of the Plastipolis competitiveness cluster, and in this connection it participates in projects labeled by the Axelera chemical cluster aimed at stepping up the creation of a world-class industrial and scientific sector in the Rhône Alps region, which will combine the chemical industry and the environment. Plastic Omnium initiated the VALEEE project for the sorting and recovery of plastics obtained from waste from electrical and electronic equipment. It also participated in the Triptic project, aimed at improving the identification of polymers, specifically seen in shredder residue, which are subsequently recovered and developed.
For the Environment Division of Plastic Omnium, a world leader for products and services dedicated to waste management, the challenge consists in meeting the expectations of local communities: improvement of sorting efficiency, budget control and environmental protection. The Company proposes sustainable innovations and smart solutions that enable local communities to reach these targets.
Significant design work coupled with massive investment to recreate molds contributed in dividing the carbon balance of wheeled bins by ten: Life Cycle Analysis (LCA) has made it possible to increase the share of integrated recycled material; the quantity of plastic material needed has been reduced, resulting in lighter bins. These bins are now stackable, enabling the conveyance of increased quantities transported in a single truck, and therefore a reduction in greenhouse gas emissions related to transportation. We have also worked on noise levels from the shutting of bin lids and have now significantly reduced noise pollution for residents.
Innovation and technology are the major focuses of Plastic Omnium's development, and this is achieved through the commitment and expertise of the Company's people. Our human resources policy is a key component of our growth, and thereby, our responsibility to our stakeholders. It is based on the five pillars of the PO Way – Independence, Investment, Innovation, Internationalization, Integration – which have formed the bedrock of the Group's identity since its inception and structured its operations.
The fifth pillar – Integration – marks more particularly the Group's attachment to sharing its fundamentals, beliefs and values with all employees on all continents, all the while taking specific cultural differences into account.
Several major events contribute each year to shaping a common vision, a sharing of the PO Way values, and fast and efficient learning of its processes, a binding agent for integration within the Company.
For example, the annual meeting of the Compagnie Plastic Omnium ("Top 100") managers is an annual highlight, where the Group's senior management shares the Group strategy, the medium-term vision of challenges and priorities with senior managers, and rallies employees around a shared ambition.
Each Operational Division as well as the main support functions (finance, purchasing, human resources, HSE, R&D, legal and IT) organizes a management convention during the year, focused on its specific challenges and priorities.
The Executive Committee of the Plastic Omnium Group also holds Management Meetings in the major regions where the Company operates. For example, in 2015, all the management teams of the Divisions of each of the key regions shared with the Executive Committee the specific challenges of their activity, an analysis of the competition and the priorities for the coming years. This method ensures a close relationship between the Group's senior management and operational teams. These Management Meetings systematically include visits to the main countries concerned (seven countries during the year). Management Meetings are an integral part of the Group's success. They are a proven and demanding process that requires extensive work, but also provide an opportunity for local teams and the Executive Committee to trade views on corporate culture as well as the regional economic and social context.
The Group's "World Safety Day" was held for the second year running last October and engaged more than 20,000 employees. This event underlines the high level of standards for safety results that Plastic Omnium has set for all its activities in each and every business country.
At the end of 2015, the Group had 20,289 employees, up 5.3% year on year (an additional 1,014 employees), a reflection of Compagnie Plastic Omnium's growth. This is expressed in a change in the scope of sites, in particular with the opening of two sites in Warrington (United Kingdom) and Fairfax (United States) representing 113 additional employees.
The increase in the number of managers (7.5%) is a key indicator testifying to increased business and the expansion of the Group's technological content worldwide. The 16.8% increase in the average number of temporary staff compared with 2014 provides additional evidence of the Group's development and dynamism and reflects the increase in its revenue.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Permanent employment contracts | 14,906 | 14,643 | 15,081 |
| Fixed-term employment contracts | 1,471 | 1,461 | 1,547 |
| Registered employees | 16,377 | 16,104 | 16,628 |
| Temporary staff | 3,032 | 3,171 | 3,661 |
| Total employees (registered and temporary) | 19,409 | 19,275 | 20,289 |
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Workers | 8,898 | 8,428 | 8,801 |
| Employees – Technicians and supervisors | 4,147 | 4,251 | 4,146 |
| Managers & Engineers | 3,332 | 3,425 | 3,681 |
These figures reflect the need for a strong and ambitious human resource policy that can draw on modern and efficient resources to anticipate the Group's development and transformation. It must enable the Group to reinforce existing teams and promote internal mobility while aiming at expressing the Group's diversity, cohesion and agility. It must also enable the Group to attract the best talents and guide them in their career development.
Career opportunities offered to Managers & Engineers are constantly on the rise. 13.4% of Managers & Engineers underwent a career move in 2015, compared with 13% in 2014. Internal promotions thus allowed us to fill more than 70% of vacant key positions in 2015. To facilitate internal mobility, we have deployed a career management tool, OPteam, worldwide to enable each employee to indicate their desires in terms of mobility and to complete their internal résumé. It also allows them to consult internal job postings and submit an application. International mobility within Plastic Omnium is a career development lever. The Company has set itself the ambitious target whereby in 2016, 75% of senior management positions will be filled in-house. Our expatriate profile has changed and there are now more than 30% of assignment missions for which one's home country is not France.
| Permanent employment contract |
Fixed-term employment contract |
Total registered employees |
Temporary staff |
Total | |
|---|---|---|---|---|---|
| France | 4,454 | 40 | 4,494 | 1,039 | 5,533 |
| Western Europe excluding France | 2,911 | 203 | 3,114 | 790 | 3,904 |
| Eastern Europe | 1,736 | 645 | 2,381 | 448 | 2,829 |
| North America | 2,921 | 534 | 3,455 | 569 | 4,024 |
| South America + Africa | 1,076 | 7 | 1,083 | 52 | 1,135 |
| Asia | 1,983 | 118 | 2,101 | 763 | 2,864 |
| Total | 15,081 | 1,547 | 16,628 | 3,661 | 20,289 |
| Manufacturing workers |
Administrative staff, technicians and supervisors |
Managers | Total | |
|---|---|---|---|---|
| France | 1,820 | 1,236 | 1,438 | 4,494 |
| Western Europe excluding France | 1,606 | 949 | 559 | 3,114 |
| Eastern Europe | 1,447 | 600 | 334 | 2,381 |
| North America | 2,218 | 618 | 619 | 3,455 |
| South America + Africa | 643 | 294 | 146 | 1,083 |
| Asia | 1,068 | 448 | 585 | 2,101 |
| Total | 8,801 | 4,146 | 3,681 | 16,628 |
| 2015 | |
|---|---|
| France | 11.5% |
| Western Europe excluding France | 9% |
| Eastern Europe | 15.5% |
| North America | 19% |
| South America + Africa | 23% |
| Asia | 17% |
| Total | 13.4% |
In a dynamic business sector, attracting the best talents from all over the world, in particular engineers and future managers, and supporting them in their development, is a nonstop priority for the Group's Human Resources Division. The development of the employer brand, evolved across the social networks and particularly on LinkedIn, and on our "careers" website, is a strong and defining focal point of the Group's recruitment policy. In 2015, the "careers" website recorded more than 90,000 unique visitors, while the LinkedIn page has more than 19,000 followers. Given its growth outlook, Compagnie Plastic Omnium is planning to hire more than 2,000 managers by 2019. This is more than 500 persons per year with a special focus on electronic and R&D skills, in order to reinforce and develop the Company's innovation and technology capabilities.
Plastic Omnium also pays special attention to the recruitment of young talent, with the objective of hiring between 25% and 30% of newly graduated managers or managers with a first experience each year. To do this, the Company has reinforced its partnerships with prestigious universities and engineering schools in Brazil, China, the United States, France, India, Mexico, Poland, Russia and Thailand. At Group level, a partnership has been set up with École Centrale, through the Raid Centrale event, which in addition to being a rigorous sports competition is also a unique opportunity to bring together students and companies in a non-professional setting. It is also the occasion to present internship offers, VIE (Volunteers for International Experience) or jobs with profiles that the Company is looking for from among the participating schools. For several years now, the Group has set up an active VIE integration program that is an excellent pool for the future recruitment of young talents.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Managers & Engineers hired | 429 | 543 | 611 |
| Non-Managers hired | 2,650 | 2,269 | 2,958 |
| Total | 3,079 | 2,812 | 3,569 |
| Managers & Engineers | |
|---|---|
| France | 186 |
| Western Europe excluding France | 108 |
| Eastern Europe | 68 |
| North America | 114 |
| South America + Africa | 16 |
| Asia | 119 |
| Total | 611 |
After recruitment comes the integration and retention of talents. An orientation seminar enables us to welcome new Managers & Engineers recruited during the year in France and abroad and create genuine cohesion between employees by passing on the Group's values.
In 2013, Plastic Omnium introduced "My Learning Place", a comprehensive training management tool aimed at strengthening the acquisition and development of knowledge and skills, at defining individual training paths and at diversifying learning paths (e-learning, on-site training, virtual classrooms, mixed learning, etc.). In 2015, 13,286 employees were registered on the training management platform, a 39% increase over 2014. E-learning currently accounts for 10% of the training modules created. For instance, modules for Code of Conduct, Group HSE Policy and Finance for non-financial employees have been introduced since 2013. The Group's training schemes are completed with three corporate universities (one per Division). They are responsible for developing technical skills. For example, in Spain, a diploma course in plastics has been introduced. The 279-hour course which is intended for technical operators enables them to acquire a professional diploma in plastic injection mold techniques.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Training commissions | 28 | 32 | 38 |
| Number of employees who received training | 37,809 | 86,227* | 106,405 |
| Number of training sessions per employee per year | 2.31 | 5.35 | 6.40 |
| Total training hours | 389,861 | 372,160 | 424,446 |
| Training hours per year per employee | 23.81 | 23.11 | 25.53 |
| Total expenditure on external training bodies (in € thousands) | 4,130 | 4,335 | 4,779 |
* As from 2014, all training hours, regardless of their duration, are now recorded in the number of trainees.
The Group has implemented new development programs in order to ensure high-quality management and to develop employee leadership skills. Managerial and leadership abilities are essential to guarantee Plastic Omnium's continued growth and profitability.
The Starter program, designed with all Group Divisions, was launched in China and North America at the end of 2014, then rolled out in Central Europe and Western Europe in 2015. This program aims to develop executive leadership skills during the early years of their career as well as to grow their understanding of Plastic Omnium's culture and history through the PO Way. About 100 participants are concerned with this program which benefits from the involvement of members of the Executive Committee. It has helped to instill greater loyalty into these young managers.
Additionally, the Human Resources Department carries out an automatic exit interview for resigning employees through a single online questionnaire deployed across all Compagnie Plastic Omnium entities. Replies are regularly analyzed to identify the main causes of departure and to implement remedial actions such as the improvement of annual appraisal reviews (APR).
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Redundancies | 384 | 359 | 338 |
| Terminations for other reasons | 694 | 676 | 565 |
| Other departures | 758 | 1,001 | 1,238 |
| Total | 1,836 | 2,036 | 2,141 |
Developing the loyalty of young talents requires an ability to assess them correctly in order to take the best decisions over the support they need. To enable managers to improve annual interviews and better support the Company's performance, the Group's Human Resources Office has developed and organized workshops. This initiative, which has been rolled out worldwide, involved more than 750 managers at the end of 2014 to prepare the 2015 interviews, thereby significantly helping to improve the quality of the teams' performance management. The annual appraisal review is conducted using a global process for managers, based on a form translated into eight languages that can be accessed from the Group intranet. Executive employees are assessed on their general as well as managerial skills. The Group's objective is to integrate all the general and managerial skills into its training programs. Furthermore, under the career management and detection of potential program (people review) and to optimize internal mobility, as many as 1,500 non-managerial staff were also given an annual review supported by the OPteam career management tool: the other employees were given an interview using a local process. In 2015, the Group recorded a global APR rate of 99% for managers.
Through its Code of Conduct and membership of the UN Global Compact, Plastic Omnium has undertaken not to practice any form of discrimination whether for hiring employees or during their professional career path. Every year, comparative analyses of compensation for men and women are carried out in each different country. Gender equality agreements have been signed within the perimeter of France.
An analysis of salaries of managerial staff resulting in an action plan is also conducted each year to ensure consistency and internal equity as well as competitiveness with relation to the market. Each country defines social benefits based on local social best practices, and compliance with applicable regulations is a prerequisite. A very large majority of countries have set up collective bonus schemes, such as profit-sharing and incentives in France.
In France, at December 31, 2015, the 1,475 employee members of the Group stock ownership plan held 1,639,959 Compagnie Plastic Omnium shares purchased on the market, representing 1.1% of share capital. Employees do not hold other shares in respect of shareholding as provided for by Articles L. 225-129 and L. 225-138 of the French Commercial Code, nor in respect of Company profit-sharing.
| In thousands of euros | 2013 | 2014 | 2015 | Change in 2014/2015 |
|---|---|---|---|---|
| Wages and salaries | (576,133) | (587,135) | (628,169) | 7% |
| Payroll taxes | (165,250) | (159,115) | (170,757) | 7% |
| Non-discretionary profit-sharing | (10,753) | (11,307) | (14,008) | 24% |
| Pension and other post-employment benefit costs | (994) | (1,077) | (800) | –26% |
| Share-based compensation | (2,060) | (2,354) | (3,025) | 29% |
| Other employee benefits expenses | (23,485) | (29,030) | (42,216) | 45% |
| Total employee benefit expenses excluding temporary staff costs | (778,675) | (790,018) | (858,975) | 9% |
| Temporary staff costs | (77,453) | (95,430) | (119,588) | 25% |
| Total employee benefit expenses including temporary staff | (856,128) | (885,448) | (978,563) | 11% |
The safety of people at Compagnie Plastic Omnium worldwide, regardless of their activity, has always been at the heart of the Company's concerns. It constitutes a major commitment upheld by Senior management and shared by all managers and all the HSE and Human Resources teams.
The Group's Health, Safety and Environment Division manages the safety of people and property in conjunction with senior management. It ensures that all entities comply with legal requirements and makes sure that each one has adopted a continuous improvement approach relating to the management of health and safety at work to reach the objective of "zero serious accident", a goal set by the General Management with the ambition of achieving the "accident-free" workplace. To reach these objectives, serious accidents must be reported to Senior Management, supported by the software for collecting and managing non-financial information that is used by each of the Group's industrial facilities. Each entity declares every kind of event in real time (safety of people and property, health, environment). Near accidents and dangerous situations concerning Group personnel as well as temporary employees are also recorded. Every month, an analysis of serious accidents carried out by the Health, Safety and Environment Division is presented to Senior Management.
The annual "Top 100" meeting is the occasion to engage managers around the Top Safety program. On this occasion, the Chairman and CEO, Laurent Burelle, presents the Safety Awards. For each Division, a prize is given for the best safety result, another is awarded for the best improvement and there is a third prize for the largest amount of consecutive days without accidents and downtime. The last indicator has been monitored for twelve years now, and there are sites that always meet this criterion. Furthermore, during the 2014 "Top 100" meeting, the HSE Division presented seven booths that demonstrated the main risks faced by the Group's employees in order to increase the awareness of managers and provide them with the resources for prevention and action. These booths were designed as a roadshow for Group entities and the rollout of the managerial awareness campaign. By the end of 2015, nearly 1,000 managers had benefited from this campaign by HSE teams.
The Company's commitment is also reflected in the Compagnie Plastic Omnium Code of Conduct. There is a chapter dedicated to employee Health and Safety, which states that the Company undertakes to create a work environment that protects the health and safety of all. Each employee is invited to become involved in the compliance with procedures and to employ their best efforts to avoid accidents and propose all initiatives that contribute to improving safety, whether for procedures, equipment or facilities. Employees are encouraged to notify their managers or the Group's Human Resources Division in case of situations that create risks for them or for their colleagues.
The building and sharing of the safety culture within the Group is based on the five pillars of the Group's "Top Safety" program: machines and equipment, employees and managers, sites and projects, standards and management, and work conditions. This program is widely deployed in each of the Group's businesses and on all sites, in order to reinforce the collective and individual commitment required for its application. 35,415 Top Safety visits were made across all Compagnie Plastic Omnium sites (the number of visits per employee and per year increased from 1.61 in 2014 to 1.77 in 2015). All Group managers have individual safety objectives. The implementation of the Top Safety program is also based on training sessions provided in Europe, the United States, Mexico, South America and Asia. 156 managers took part in 12 sessions in 2015, which brings the total number of people trained since the launch of the Top Safety program in 2005 to 1,857. 322 technicians also attended the Top Safety Maintenance training course launched specifically for them in 2014. Moreover, awareness was raised among 1,544 people in 2015, which brings the total number of people informed by the Top Safety program since 2005 to 15,151.
Technicians
To complete the system and operationally reflect the Group's global commitment to health and safety, a first "World Safety Day" was held in October 2014. The second edition of this event took place on October 21, 2015 and was inaugurated with live link-ups between four facilities moderated by the Chairman and CEO of Compagnie Plastic Omnium and in the presence of the Executive Committee. The rest of the day, organized in the 17 languages spoken throughout the Company, enabled more than 20,000 employees in 29 countries to experience this event and trade views with the Executive Committee. The agenda included one hour of activities and work in groups around videos illustrating concrete situations. The aim was to have each employee understand the causes of accidents and know how to identify good and bad practices. Several entities took advantage of this day to develop the concept of educational booths, used to concretely explain the risks related to the Company's business. These included risks related to the "6 non-negotiables": pedestrian circulation, wearing of personal protective equipment (PPE), forklifts, suspended loads, lockout-tagout operations and working at heights.
Compagnie Plastic Omnium's health and safety culture is also expressed in its 79 OHSAS 18001 certified sites. This represents 85% of the scope used for the publication of the non-financial section of this document. Moreover, OHSAS 18001 certification for the Compagnie Plastic Omnium system, that centrally manages the safety of people and property obtained in December 2006, was renewed in December 2015.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Sites certified to OHSAS 18001 standards | 68 | 74 | 79 |
The "Alphavision" virtual reality room created in the Auto Inergy Division is an illustration of the Group's determination to optimize working conditions for its employees. It is a center for the design and modeling of workstations that contributes to improving production both in terms of workstation ergonomics as well as operator safety, all the while adopting the best possible position of tanks. Wearing a 3D helmet and sensors, an operator reproduces the movements needed to accomplish his future task. The tool generates a workstation ergonomics score, thereby helping to optimize workstation conditions.
At the same time, several preventive and remedial initiatives have been implemented to reduce employees' exposure to noise and odors. A mapping of noise exposure levels was updated in 2014 across all our sites. In the wake of this mapping, the Group carried out actions to reduce noise at source on most of its sites in order to reduce employee exposure. The identified best practices were integrated into the standards for designing new facilities. Ambient air quality studies (fumes and dust) were also conducted by specialized firms in the Compagnie Plastic Omnium's three Divisions. CMR substances (Carcinogenic, Mutagenic, Reprotoxic) and SVHCs (substances of very high concern) are being replaced according to criteria that exceed current regulation.
90% of the workstations at the Auto Inergy Division were assessed based on a method for rating physical strain. Similar processes have been implemented in the other two Divisions. The Company has decided to include ergonomists in its permanent teams and conducts ad hoc studies with osteopaths.
In the first quarter of 2016, the health and safety of employees will be addressed in the in-house satisfaction survey that will be circulated on all sites. By renewing the survey conducted in 2013 that enabled the Group to roll out specific local action plans, the Group is aiming, over and above the excellent results obtained, to remain vigilant and take the measures needed to bring the Company in line with a continuous improvement approach that meets its requirements and the expectations of employees.
The management of fire risk is also at the heart of Plastic Omnium's concerns with respect to the safety of people and property. The Group carried out an overhaul of its fire prevention/protection standards through new procedures available on the Compagnie Plastic Omnium intranet: "New Constructions", "Paint Lines", "Injection Presses", "Protection of IT rooms" and "Air-Conditioning". Ten sites have now been awarded the HPR (Highly Protected Risk) label by the Group's insurers. Thanks to the efforts deployed, a new site obtained this label in 2015. In terms of industrial risk management, a site must meet the most stringent criteria to obtain the HPR label. For a site, it reflects an optimal standard of protection and is an additional token of confidence.
As a result of the effectiveness of the Health, Safety and Environment policy, the number of work-related accidents and their severity have dropped steadily since the measures were introduced. The targets set for 2015 in terms of frequency and severity have been met, in particular the Auto Exterior Division, which recorded an excellent performance with a 23% improvement in frequency compared with 2014 (Tf2)(1), representing 24 fewer accidents.
In one year, the entire Group saw a 8% improvement in the frequency rate of workplace accidents with lost time(2) (temporary staff included), which came to 2.87 compared with 3.11 in 2014, while frequency rate for workplace accidents with and without lost time(1) (temporary staff included) was 4.80, compared with 5.52 in 2014, an improvement of 13%.
With respect to the severity rate(3) (temporary staff included), an improvement in the management of safety conditions and, in particular, the introduction of the "6 non-negotiables" helped keep the figure steady at 0.10 as in 2014.
(1) Tf2 = Number of workplace accidents with and without lost time, including temporary staff × 1,000,000 / Number of hours worked.
(2) Tf1 = Number of workplace accidents with lost time, including temporary staff × 1,000,000 / Number of hours worked.
(3) Tg = Number of days of workplace accident-related lost time x 1000/Number of hours worked.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Number of first aid cases | 1,782 | 1,945 | 2,186 |
| Number of workplace accidents without lost time | 159 | 91 | 76 |
| Number of workplace accidents with lost time | 161 | 117 | 113 |
| Number of days of workplace accident-related lost time | 10,524* | 3,928 | 3,803 |
* Includes 6,000 days of lost time due to a fatal accident at a Group facility in Thailand.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Tf1: Frequency rate of workplace accidents with lost time in number of accidents per million hours worked |
4.34 | 3.11 | 2.87 |
| Tf2: Frequency rate of workplace accidents with and without lost time in number of accidents per million hours worked |
8.62 | 5.52 | 4.80 |
| Tg: Severity rate of workplace accidents in number of days lost per thousand hours worked |
0.28* | 0.10 | 0.10 |
* Includes 6,000 days of lost time due to a fatal accident at a Group facility in Thailand.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Tf1: Frequency rate of workplace accidents with lost time in number of accidents per million hours worked |
4.13 | 3.01 | 2.95 |
| Tf2: Frequency rate of workplace accidents with and without lost time in number of accidents per million hours worked |
8.54 | 5.51 | 4.87 |
| Tg: Severity rate of workplace accidents in number of days lost per thousand hours worked |
0.33* | 0.12 | 0.11 |
* Includes 6,000 days of lost time due to a fatal accident at a Group facility in Thailand.
Absenteeism related to workplace accidents was also stable compared with 2014, as a result of the continued mild severity of accidents.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Absenteeism rate due to workplace accidents | 0.10% | 0.10% | 0.10% |
| Absenteeism rate due to other causes | 2.78% | 2.65% | 2.67% |
| Total absenteeism rate | 2.88% | 2.76% | 2.77% |
Occupational illnesses rose compared with 2014. Each illness declared is analyzed according to the 8D method of root cause analysis (an eight-stage collaborative method that solves problems by finding the root causes). Most of these illnesses are linked to musculoskeletal disorders, which the Company aims to reduce through its policy to improve working conditions.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Number of occupational illnesses declared | 19 | 23 | 34 |
| Number of occupational illnesses recognized | 18 | 26 | 32 |
In France, after a year of consultation, an agreement was signed by all the labor unions that now makes it possible for employees to obtain coverage of medical expenses. This collective Group-wide agreement which establishes a supplemental guarantee of reimbursement of medical expenses, covers 3,200 employees (7,800 persons including beneficiaries), regardless of their professional category.
The Group's joining of the UN Global Compact has affirmed its founding value: respect for Ethics to which its senior managers are firmly attached. It has also expressed the Group's commitment not to practice any form of discrimination whether for hiring employees or during their professional career path.
Membership of the Global Compact requires compliance with international labor standards as defined by the International Labor Organization International (ILO): respect freedom of association and recognize the right to collective bargaining, contribute to the abolition of all forms of forced or compulsory labor, the effective abolition of child labor and the elimination of all discrimination in employment and trades. The Company's Code of Conduct affirms this commitment: Compagnie Plastic Omnium undertakes to maintain, worldwide, a professional environment where employees are treated with respect. It unambiguously prohibits all forms of discrimination or harassment, whether linked to gender, race, age, color, origin, religion, sexual orientation or disability.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Number of incidents of discrimination(1) | 0 | 0 | 1(2) |
| Number of measures taken following incidents of discrimination | 0 | 0 | 0 |
(1) The number of incidents of discrimination is reported within the global scope via the non-financial data reporting software application.
(2) The incident of discrimination, which occurred in the United States, is being investigated by the competent authorities.
In France, the fight against discrimination has been reinforced by the signing of an agreement on gender equality that concerns 4,800 employees. Furthermore, since 2012, Plastic Omnium has been a partner of the association "Elles bougent" created to promote female engineer and technician jobs.
| 2013 | 2014 | 2015 | ||||
|---|---|---|---|---|---|---|
| Men | 12,648 | 77.2% | 12,443 | 77.3% | 12,737 | 76.6% |
| Women | 3,729 | 22.8% | 3,661 | 22.7% | 3,891 | 23.4% |
| 2013 | 2014 | 2015 | ||||
|---|---|---|---|---|---|---|
| Number of women Managers & Engineers at December 31 | 648 | 19.4% | 695 | 20.3% | 758 | 20.6% |
| Number of women Managers & Engineers hired during the year | 95 | 22.1% | 114 | 21.0% | 125 | 20.5% |
PLASTIC OMNIUM 2015 REGISTRATION DOCUMENT 54 55
In 2015, the taking into account of disability translated to the recruitment of 26 persons with disabilities. Many French sites use the services of workshops promoting the occupational integration of people with disabilities for their outsourced work (catering, reprography, etc.). The Bort-les-Orges site (Environment Division) called upon a service provider to further the professional integration of disabled workers.
The French subsidiaries Mixt Composites Reyclables and Plastic Omnium Composites have set an example by employing 26% of employees with disabilities in France, which exceeds the legal 6% target.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Number of disabled workers | 284 | 310 | 310 |
| Workstations adapted for disabled workers | 38 | 33 | 31 |
| Number of disabled workers recruited in the year | 5 | 19 | 26 |
Plastic Omnium has an employee relations policy which aims to develop dialogue and cooperation in all its business countries. For this purpose, 63% of employees around the world are covered under a collective agreement and 120 agreements have been signed this year. As part of the proactive approach toward health, safety and the environment, the Group has signed 15 agreements related to health and safety at work, in addition to the 31 agreements signed in 2014. A Group-wide agreement was signed in 2015. Today, 3,200 employees in France (71% of the French workforce of permanent and fixed-term contracts), Managers & Engineers and non-Managers & Engineers, benefit from the same healthcare coverage.
With respect to dialogue with Personnel Representative Bodies (IRP), the European Consultation Committee has met once a year since 1996. This consultative committee comprises of 31 employees representing eight countries.
The number of labor unions represented within the Group is relatively stable with 31 unions.
Aside from France, the Human Resources Divisions of each country, Division are in charge of labor relations. The Corporate Human Resources Division is involved in the implementation of defining social projects. The objective is, in particular, to ensure maximum uniformity of the decisions and practices implemented on sites within one and the same country.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Existing committees | 153 | 154 | 165 |
| Of which Works Councils | 59 | 59 | 62 |
| Other committees (training/ideas) | 67 | 68 | 74 |
| Number of trade unions represented | 30 | 31 | 31 |
| Number of Company agreements signed during the year | 146 | 125(1) | 120 |
| Agreements on health and safety at work | 18 | 31 | 15 |
| Percentage of employees covered by a collective agreement | 58% | 63% | 63% |
(1) The number of agreements signed during the year decreased due to a clarification of the definition: when an agreement has been signed at the Economic and Social Unit level (a grouping of distinct legal entities), this agreement is recorded at that level and not at each of the sites where it is applicable.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Total contribution to works council employee welfare programs (in € thousands) | 1,517 | 1,439 | 1,456 |
Because of its manufacturing business, the organization of Compagnie Plastic Omnium's activity requires shift work and night work.
Total number of employees working in shifts
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Employees working in shifts | 9,364 | 9,615 | 9,873 |
| Of which employees working only nights | 987 | 1,026 | 1,025 |
| Of which employees working only weekends | 121 | 63 | 122 |
| Part-time employees | 300 | 290 | 295 |
Weekly working hours and the use of overtime to cope with peaks in business activity comply with applicable legislation in each different country. Operations remained strong in 2015, as shown by overtime levels (999 after conversion into full-time equivalents) and the 16.8% increase in the average number of temporary workers compared with 2014.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Hours worked per week | 35 to 48 hrs | 35 to 48 hrs | 35 to 48 hrs |
| Overtime (full-time equivalent) | 1,168 | 1,027 | 999 |
As a global leader of exterior components and modules, emission control systems and plastic fuel systems, as well as a global leader in leader waste management and containerization, Plastic Omnium designs and produces solutions to improve the environmental performance of vehicles together with solutions to optimize waste sorting and recycling. Contributing to reducing the environmental impacts of the sectors it serves lies at the heart of the Group's strategy, research and development and production facility. Environmental protection makes sense for a Company that has been conducting its business in compliance with Ethics for more than sixty years now. The reduction of the impact of its own activities on the environment is consequently a commitment that concerns all Group entities.
Environmental protection is broken down around three focal points:
The taking into account of sustainable development issues is championed by the Senior management and adapted in each of the three Divisions worldwide and at each site, regardless of its business.
This involvement at the highest level of the Company is expressed by the implementation of defining actions for the entire Group.
The Code of Conduct, published for the first time in 2003, dedicates one chapter to the environment. It states that over and above regulatory compliance alone, Plastic Omnium wishes to develop and implement its own rules when there are no legal provisions or when its considers these provisions to be inadequate.
To do this, in 2001 Compagnie Plastic Omnium began the formalization of its environmental management. The Group's environmental management and reporting is based on the involvement of all players through the ISO 14,001 standards, with responsibilities decentralized to each unit. Only the general strategy and the consolidation of raw site data are centralized. Partners and suppliers are gradually being integrated into this comprehensive approach. The active involvement of senior management and the implementation of a safety and environmental management system since 2002 are reflected in sustained improvements of indicators, as seen once again with this year's results. Furthermore, the ISO 14001 certification program was continued in 2015, with 82 out of 93 sites currently certified, representing 88% of the scope of certification, versus 79 out of 87 sites at yearend 2014. The remaining 12% are the sites that joined the Company recently and are currently implementing their environmental management system. The scope of certification covers all production sites in which Compagnie Plastic Omnium holds at least a 50% share. Supply-in-line sequence facilities (SILS) are included in the certification of the production sites to which they belong.
Number of sites certified to OHSAS 14001 standards
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| ISO 14001 certified sites | 76 | 79 | 82 |
Since 2007, Compagnie Plastic Omnium has been pursuing a proactive policy to reduce its energy consumption and greenhouse gas emissions with the launch of the Top Planet program. This program was drawn up because the Company wanted to make its contribution to preserving the planet, complying with local and international regulations on sustainable practices, and also to reduce its energy expenditure. Since then, Top Planet has emerged as a priority for the entire Group. It benefits from the commitment of the Group's senior management and aims to optimize the energy performance of all Group sites.
The Health, Safety and Environmental management organization launched in 2001 is supported by:
This agile structure enables regular and effective operational stewardship:
The deployment of the HSE plan introduced by the Executive Committee in 2012, which reflects Compagnie Plastic Omnium's commitment to developing its HSE strategy in all its activities worldwide (enhancing the safety of people and property and minimizing the environmental impact of its operations), increased by 4% in 2015 (77% of objectives reached in 2015 versus 74% in 2014).
A key success factor in the deployment of the HSE plan and the accounting for environmental impacts on all sites, ISO 14001 certification is based in particular on the raising of employee awareness. The 82 sites with ISO 14001 certification (88% of the reporting scope) must make sure that all employees are aware of the following:
The Group also organized Safety & Environment information and awareness-raising sessions during the year under review. 80,061 hours were provided in 2015 (62,476 hours in 2014) to 54,249 participants (covering 100% of board members). 90,786 hours of HSE were provided in 2015 (96,790 hours in 2014) to 35,992 participants.
These sessions also included raising awareness to selective sorting. The Top Planet program aimed at reducing energy consumption consists of six best practices to be implemented. Four new actions will be added in the near future. These best practices are presented in the form of sheets and posters and are regularly sent to all employees.
The commitments made by governments during the Climate Conference (COP21) held in Paris in December 2015 invite all companies worldwide to participate actively in the fight against climate change by reducing their direct impacts and by assisting their clients to follow suit with sustainable products and services. With its position as leader in the automotive and waste sorting and collection sectors, Plastic Omnium contributes to the reduction of the indirect impacts of its clients. The Group decided to act on its direct impacts as far back as 2007, when it fell in with the momentum of the Grenelle Environment Forum by deciding to launch the Top Planet program.
From the raising of employee awareness to the sharing and implementation of best practices, the optimization of the energy performance of all its sites has, over the years, become established as a priority for the Group. Top Planet constitutes the solid foundations of its low carbon strategy and its commitment to reduce greenhouse gas effects for each of its businesses. It enables the Group to work ahead of the Energy Transition Act (Act No. 2015-992 published in the Official Journal of August 18). To do this, the Management has defined four undertakings:
• promote the deployment of the ISO 50001 standard to ensure that sites with a developed energy management system obtain certification;
The Top Planet program is sponsored by the Co-CEO and Chief Operating Officer and deployed by the Corporate HSE Division. A steering committee meets five times a year to monitor and analyze the program's deployment and results.
The Group's environmental strategy projects that all sites already certified to ISO 14001 will take a step further in this direction by aiming for ISO 50001 certification. To meet regulatory requirements, European sites that are obliged to conduct an energy audit have decided to go the extra mile by setting up an energy management system and aiming for ISO 50001 certification. Accordingly, in 2015 the eight entities certified in 2014 were joined by four sites in France for the Auto Exterior Division: Amiens, Guichen, Langres and Ruitz, and three sites in Germany (Eisenach, Rottenburg and Neu-Isenburg) for the Auto Inergy Division. The certification process will continue in all Divisions in 2016. Furthermore, European sites subject to energy audit regulations have met their obligations by demonstrating good energy management, with relevant avenues of improvement that will be implemented in the very near future.
The Group obligates sites that are not subject to energy audit regulations and are not sufficiently mature to deploy ISO 50001 certification to achieve annual energy efficiency targets (kWh/kg of processed material) set by each of the three Divisions. To help production sites to measure and manage their energy efficiency, the Group has decided to deploy measurement kits (INeco kit) that are used from site to site. Each kit contains 45 sensors that measure the electricity consumption of machines used over several weeks according to the products being manufactured; 10,000 items of consumption data are thus collected every day. At the end of this self-audit period, the sites analyze the data and then decide on the action plan to be implemented. It should be noted that some sites have decided to acquire this measurement kit in order to monitor the consumption of certain machines continuously and so improve their energy efficiency management.
87% of sites have implemented local improvement actions in order to reduce their energy consumption and thereby their greenhouse gas emissions. 3% of sites are now using renewable energies.
In 2015, the Divisions worked to define energy consumption targets per kilo of processed material with the aim of setting up Group-wide targets for 2016. They consisted of the following: 1,700 kWh of electricity per kilo of material processed and 0.500 kWh of gas per kilo of processed material. Energy efficiency criteria are therefore added to purchases with an impact on energy consumption such as production and infrastructure facilities. At the same time, as mentioned earlier, products are subjected to a life cycle analysis in order to assist clients in improving their own energy efficiency via lighter or more streamlined vehicles, for example.
Energy audits and the deployment of measurement kits have enabled Compagnie Plastic Omnium to identify sources of reductions in energy consumption and greenhouse gas emissions. Best practice sheets are drawn up, updated and disseminated to all sites in order to encourage and boost the implementation of the Group's reduced consumption drive. This involves cutting off unused energy, the use of the consumption measurement kit by facilities, the installation of variable frequency drives, the setting up of an ISO 50001 energy management system, the recovery of heat from compressors and the replacement of combustion engines with electric engines.
The Top Planet Awards were created in 2008 to reward sites that have implemented the most effective reductions in energy consumption and greenhouse gas emissions in each Division. Two maturity levels have been defined to encourage emulation among sites: the Silver and Gold Awards. 15 criteria are used on four themes: energy management (including personnel awareness raising) – change in key performance indicators (KPIs) between the present and previous year – compliance with regulations – protection of the planet and initiatives for prevention (including the use of renewable energy). In 2016, the Award attribution criteria will be reviewed to adapt to changes in sites and in their results.
In 2015, 16 sites from the Auto Inergy Division were rewarded for their 2014 results:
These showcased sites are the reflection of a global policy, the results of which have steadily improved since 2012.
Group Electricity Consumption (MWh)
Group Gas Consumption (MWh)
Automotive Electricity Consumption (MWh)
Automotive Gas Consumption (MWh)
Environmental Business
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Electricity | 1.658 | 1.760 | 1.756 |
| Gas | 0.516 | 0.499 | 0.510 |
| Total | 2.174 | 2.259 | 2.266 |
Electricity/Automotive Ratio (kWh/kg proc. mat) Gas/Automotive Ratio (kWh/kg proc. mat)
Electricity/Environmental Ratio (kWh/kg proc. mat) Gas/Environmental Ratio (kWh/kg proc. mat)
To calculate these ratios, we took into account all the processed raw materials that go into the manufacturing of products and that require energy consumption for implementation: plastics, paint, wood and metals.
When new plants are commissioned, energy consumption begins before production starts: this has a negative impact on the ratio of energy consumption per kilo of processed material. The same applies during the launch of products that use up a lot of energy at the beginning of production to make the necessary settings. The many launches made in 2015 combined with plant openings explain the stability of ratios of energy consumption per kilo of processed material. At the same time, CO2 emissions stem mostly from electricity consumption, the emission factors of which depend on the country's energy mix. In 2015, Compagnie Plastic Omnium expanded for the most part in countries where energy policies include a low proportion of low impact energies. Emission factors and, therefore CO2, emissions were consequently more significant. This, combined with site openings and numerous launches, explains the slight increase in emissions.
Group
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Greenhouse gas emissions | |||
| in kg of CO2 eq per kg of processed material | 0.775 | 0.830 | 0.836 |
| In metric tons of CO2 equivalent | 2013 | 2014 | 2015 |
|---|---|---|---|
| CO2* | 348,807 | 367,175 | 384,289 |
| N2O | 0 | 0 | 0 |
| CH4 | 12 | 16 | 5 |
| HFCs | 601 | 273 | 735 |
| Total GHG (in equivalent metric tons of CO2) | 349,420 | 367,464 | 385,029 |
* These figures correspond to CO2 emissions from energy consumed in industrial facilities.
In addition to greenhouse gas emissions related to energy consumption, some sites are likely to discharge VOCs (Volatile Organic Compounds) into the air. Generated primarily by the use of paints and solvents, these molecules, which are harmful for health, contribute to the formation of lower atmosphere ozone and therefore have an indirect impact on global warming. To limit these discharges, sites that use paints and solvents now have incinerators that destroy VOCs. We also use, whenever possible, water soluble paints which give off fewer VOCs.
| Annual consumption of raw materials (metric tons) | 2013 | 2014 | 2015 |
|---|---|---|---|
| Paint | 5,485 | 5,915 | 6,070 |
| Solvents | 6,166 | 7,011 | 7,676 |
| Total | 11,651 | 12,925 | 13,745 |
| VOC emissions (metric tons) | 2013 | 2014 | 2015 |
| VOCs | 1,714 | 1,611 | 1,170 |
The Top Planet program is emblematic in the drive to get sites to account for their environmental footprint. In addition to the control of energy consumption and greenhouse gas emissions, our sites are implementing actions to prevent, reduce and correct local impacts on the ground, biodiversity and water resources, in particular by way of ISO 14001 certification. Complaints from residents are also monitored and processed because they reveal potential local environmental problems or nuisances related to our activity. In 2015, as was the case in 2014, there were no complaints thanks to our sound management of sites.
The management of raw material consumption lies at the heart of the Company's business and is a key theme for the Company's development. Compagnie Plastic Omnium provides sites with resources adapted to their need to harness their environmental footprint and to prevent risks.
The Risk Management Department, in collaboration with the HSE Department, has mapped the Group's industrial activities in order to establish the environmental challenges facing all its sites and to assess the risks of natural disasters such as typhoons or floods, which are on the rise because of global warming.
In addition to energy consumption, managed by the Top Planet program, the use of raw materials for product manufacturing contributes to the impact of Plastic Omnium's activity on climate change. It carries out actions to take into account and reduce these effects such as the maximization of recycled materials (see the section "Consumption of materials and waste management" on page 63).
Sites also use up a lot of floor space. Each site is therefore responsible for the area where it is located. 62% of our sites say they have put in place measures to prevent, reduce, and/or remedy air, water and ground emissions that are harmful to the environment.
Sites have set up storage areas with containment areas for liquid products that can pollute soils or water, such as paints, solvents and oils. The products used are studied in order to replace CMR (Carcinogenic, Mutagenic and Reprotoxic) and SVHC (substance of very high concern) products, which are classified for their risk to health as well as their adverse impact on the environment. Restricting their use and replacing them as far as possible and whenever possible are priority issues. To do this, the Company works closely with a chemical hazard management agency which helps the sites to manage the product database according to CMR or SVCH content. Plastic Omnium has currently chosen to go further than the regulations by deciding to replace all these classified products, even when their use is permitted. As a result, of the 3,500 and more products used by Group entities, now fewer than 50 products remain on the replacement list.
Furthermore, the Company's environmental policy requires compliance with applicable environmental regulations in each business country. It also compels sites to protect natural environments and the quality of life of residents as best as possible, with continuous improvement always an imperative. For example, an impact study is carried out before the construction or purchase of a site. A Phase 2 environmental assessment, also called a preliminary environmental characterization, makes it possible to confirm or refute the presence of contaminants in higher concentrations than the law allows. This information is essential for controlling knowledge of the environmental challenges faced by all our sites.
The implementation of an environmental management system means that each ISO 14001 certified site must have identified all direct significant impacts on biodiversity.
We encourage sites to take local initiatives to protect biodiversity. In France, the construction of the α-Alphatech site may be cited as an example: 2,839 trees and shrubs of 32 different species were planted as well as nearly 9,000 strains of grass, ground cover, ferns and wetland plants. In Spain, we can cite the awareness raising campaign on the importance of waste sorting and recycling that was carried out in Marbella, in the city and with 38 schools: efficient sorting enables optimized recycling leading to a drop in the consumption of biodiversity resources and a drop in the impacts of waste in the natural environment. In Mexico, Plastic Omnium is actively involved with other manufacturers in the reforestation project for the Izta-Popo national park. The site ensures the maintenance of 5 hectares (over 12 acres) of forest, has planted 300 Hartweg's pines and takes part in the wildlife inventory of its sphere of influence.
Plastic Omnium also monitors the impact on water resources: it manages water consumption by ascertaining the various sources of withdrawal. None of its sites are located in areas where there is a restriction on water consumption or which were subject to restrictions or water cuts in 2015. The widespread use of closed-loop water circuits for cooling has helped to reduce the use of water and to prevent the discharge of effluents. Only the Saint-Désirat site in France is in open circuits and accounts for 43% of the Group's water consumption. To operate, it withdraws water from the Rhône River to cool facilities and then discharges it back into the river. In agreement with the local authorities, measurements and checks are made regularly, in particular to check the quality and temperature of water when it leaves the plant. The results are compliant with applicable legislation.
On the sites with activities involving paint, the Group has set up paint sludge treatment facilities to eliminate any emissions that could be harmful to water.
| Water consumption* | 2013 | 2014 | 2015 |
|---|---|---|---|
| 1,636,441 | |||
| Annual consumption (in m3) | 2,071,920 | 1,898,100 | Of which 702,238 m3 at Saint-Désirat |
| Consumption in l/kg of processed material | 4.594 | 4.285 | 3.552 |
* Sources of water supply: of 96% of the water consumed in 2015, 92% came from urban water and 8% from groundwater.
Plastic represents the main material used by all three Divisions. Aware of the need to control its consumption of resources, Compagnie Plastic Omnium is developing innovative technologies to reduce or even replace this component.
The Phoenix approach, conducted by the Environment Division, aims at increasing the proportion of recycled materials in the composition of wheeled bins. Regenerated materials from used products are integrated into the production of new bins, just like recycled material from household packaging. This process, which enables us to divide the carbon balance of a bin by 10, has a considerable impact since 45% of production costs are linked to the material used. With the integration of recycled materials, in 2014, the Division identified its primary source of productivity and wishes to improve this further in 2015. The Environment Division has also worked on the replacement of plastic of mineral origin by 100% vegetal polyethylene. This "green" or biosourced plastic obtained from sugarcane is used in two products: 2-wheeler and 4-wheeler bins.
With respect to the Automotive Divisions, the systematic recycling of faulty components or cuttings removed during the manufacturing of parts reduces the consumption of new feedstock and the production of waste. This internal recycling varies, depending on the parts manufactured, but can be as high as 60% of the weight of parts in the Auto Inergy Division.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| New plastics | 332,968 | 337,678 | 343,229 |
| Recycled plastics | 43,478 | 43,627 | 50,807 |
| Biosourced plastics | 467 | 1,623 | 1,036 |
| Total plastics | 376,913 | 382,928 | 395,072 |
The other raw materials used by the Group are wood, aluminum, and steel. They are primarily used by the Environment Division for the production of playgrounds, metal drums, buried containers and urban furniture.
| 2013 | 2014 | 2015 | |
|---|---|---|---|
| Plastics Consumption | 376,913 | 382,928 | 395,072 |
| Paints/solvent Consumption | 11,651 | 12,925 | 13,745 |
| Steel/Aluminium Consumption | 62,319 | 47,024 | 51,835 |
| Wood Consumption | 93 | 72 | 52 |
Compagnie Plastic Omnium has harnessed its manufacturing processes and the process of integration of recycled materials, resulting in the control over generated waste.
| Waste generated annually per type of waste (metric tons) | 2013 | 2014 | 2015 |
|---|---|---|---|
| Plastic parts | 20,029 | 20,937 | 29,141 |
| Common industrial waste | 10,255 | 9,938 | 11,035 |
| Metals | 10,209 | 9,383 | 8,477 |
| Cardboard | 5,422 | 4,567 | 4,666 |
| Wood | 3,031 | 2,878 | 3,456 |
| Plastic packaging | 624 | 992 | 1,122 |
| Glass | 5 | 0 | 21 |
| Solvents | 3,126 | 3,764 | 4,036 |
| Paint sludge | 3,090 | 3,805 | 3,968 |
| Oils | 593 | 570 | 908 |
| Other waste* | 2,779 | 4,142 | 6,008 |
| Waste generated annually per type of waste | 59,162 | 60,978 | 72,837 |
* Other waste: washing and maintenance water, sundry special industrial waste
The increase in plastic parts waste in 2015 compared with 2014 is related to the increase in launches, which use up a lot of plastic material during the adjustment phases. However, these parts are recycled in-house, as shown in the increase in recycled waste in 2015 compared with 2014.
| Waste generated annually per treatment type (metric tons) | 2013 | 2014 | 2015 |
|---|---|---|---|
| Recycling | 40,354 | 41,167 | 50,608 |
| Recovery | 9,387 | 11,782 | 13,461 |
| Incineration or disposal in landfills | 9,421 | 8,029 | 8,768 |
| Total waste | 59,162 | 60,978 | 72,837 |
Waste is reprocessed using several methods. A portion is resold for recovery by participating in the manufacture of new products. Proceeds from resale reached €9,475 million in 2015. Although waste recovery is on the rise, recycling remains the most common type of treatment within the company. Thus, 88% of waste is not disposed of or incinerated without energy recovery.
In 2015, the total cost of waste retreatment was €6,035 million.
Compagnie Plastic Omnium has placed its employees as well as the environment at the heart of its concerns. A key component of a global value chain, the Company also has a responsibility toward its stakeholders, not only locally but also at the Group level. This responsibility translates to a societal commitment that includes the taking into account of the Company's territorial, economic and social impact, the desire to build constructive and responsible relationships with stakeholders, especially suppliers through a responsible purchasing policy, and lastly the placing of ethics at the heart of its modus operandi.
The Company has operations in 30 countries through its 120 plants and 21 R&D centers. The Company's development and the gaining of new markets have led to the creation of dynamic industrial areas where suppliers and clients all contribute to regional economic development and the creation of local jobs. This proximity-based strategy has resulted, on one hand, in the establishment of Plastic Omnium sites at the sites of its clients, in particular for the Automotive Division, and on the other hand the regular creation of new local production sites. Whenever possible, the Group endeavors to have local suppliers benefit from this economic momentum for non-centralized purchasing categories.
The deployment of a new business or the takeover of a site leads not only to the recruitment of local employees, but also to the sharing of skills through our internal mobility policy. With its skills management policy and "people review" process, Compagnie Plastic Omnium aims to develop motivating local career paths and identify local high potential executives for the region.
Parallel to the development of local jobs, the construction and management of new sites always proceed in compliance with applicable local regulations and laws. In particular, environmental impact studies are carried out upfront to ensure that the Group will avoid, reduce or offset impacts on the natural environment. The environmental strategy described in the previous chapter, and particularly the ISO 14001 certification process for all sites, whether acquired or built, attests to this determination to reduce environmental impacts. Local impacts are thus controlled and any complaints from local residents are monitored and taken into account (see page 61).
To contribute to the local development of the regions where it operates, the Company leaves country managers the latitude to engage in sponsorship activities that respond to local issues.
In France at the end of 2015, the Company launched a partnership with the association NQT (formerly Nos Quartiers ont du Talent) to invite employees to volunteer for a skills sponsorship program to assist young people from priority neighborhoods and/or underprivileged backgrounds. In the space of one month, 10 sponsors had registered for the program.
Plastic Omnium is also a partner to the "Fondation de la 2e Chance", which aims at providing human and financial support for people in highly vulnerable and unstable situations who have demonstrated a genuine wish to bounce back and undertake a realistic and sustainable professional project: skills training, creation or takeover of a business.
In France, Compagnie Plastic Omnium also supports exhibitions. In particular in 2014, it sponsored an exhibition at the "Bibliothèque Nationale" on the history of nautical charts.
In the United States, Plastic Omnium works with the association "Focus Hope" which acts in favor of deprived people in the region by providing them with educational projects and managing a food bank. In 2015, Plastic Omnium donated over €100,000 to the NGO to help it accomplish its missions, and has pledged to give a total of €1 million over five years. Each year, the association organizes a solidarity march: in 2015, 240 employees participated and helped us to win the "Corporate Cup" awarded to the Company with the largest number of participants.
At the beginning of 2015, Plastic Omnium's Indian subsidiary went into a partnership with the "Magic Bus foundation". It donated €18,000, which enabled 1,200 young girls to benefit from actions in the field of health and education.
In Spain, the Environment Division took part in awareness raising campaigns concerning the challenges and importance of selective sorting and recycling with children from 38 schools, using an educational kit.
These actions carried out by the Company to assist local populations, in particular through educational projects, represent a part of all the actions carried out locally, at the initiative of countries, sites and employees.
Over and above local populations, Plastic Omnium maintains constructive relationships with all its stakeholders.
As front-running stakeholders, employees are particularly involved in the life of the Company. A collaborative area (TopShare) has been successfully created to promote a high degree of responsiveness in the execution of projects together with constant and meaningful dialogue. There are many actions of internal communication and exchanges, such as the "World Safety Day", the "Top 100 Managers" convention, Management Meetings, the biannual 30-page information magazine and open days for families. Every three years, a satisfaction survey is carried out enabling employees to anonymously express their views on a large range of themes such as working conditions, safety, professional careers, management, recognition and communication. The 2013 survey, which was conducted in 26 countries and received a 91% reply rate from the employees polled (from all professional categories), resulted in the setting up of two to three actions chosen and implemented per site, monitored by the Division's Human Resources Department. In 2015, a total of over 400 actions were carried out at some 100 sites.
Plastic Omnium actively participates in R&D clusters made up of clients, suppliers, federations, certifying bodies, laboratories, and schools (see section 3.1).
The Company also takes part in the work of professional organizations such as Institut de l'Entreprise, Plate-forme de l'Automobile, MEDEF and the AFEP.
As a leader in its sector, the Company is present at many international trade shows such as the Internationale Automobil Ausstellung, the Autoshow Frankfurt or the National Shanghai Center, the world's largest exhibition center. In March 2015, during an international composite trade show organized by JEC Europe (the largest network of composites worldwide), Plastic Omnium won two JEC Europe 2015 Innovation Awards for innovative and exclusive developments in composites for the automotive industry.
In its business, the Company employs the finest specialists who assist with specific themes: Eco Mundo participates in the assessment of chemical hazards through the management of the chemical product database or the database for CMR and SVHC products (see section 3.4); a law firm studies changes in international regulations for high risk substances; insurance companies are included in the fire prevention/protection policy and award the HRP label to new sites each year. Through this collaborative work, sites audited by insurers have an above-average prevention/protection rating.
Plastic Omnium also threads a very close relationship with its suppliers in the aim of creating genuine partnerships based on the long term, dialogue and transparency. For example, in the second half of 2015 the Auto Inergy Division launched a satisfaction survey with 150 in order to identify areas of improvement and organize dedicated information days. In 2015, there were four events in Europe, North America, South America and Asia.
Over and above constructive dialogue with suppliers, Compagnie Plastic Omnium is keen to put in place an advanced responsible purchasing approach built around ethical, social and environmental criteria.
Purchases are made primarily from suppliers listed at Group level for business-related components. This listing is based on economic and technical criteria as well as social and environmental factors.
The terms of purchase drawn up by the Plastic Omnium Divisions are an entry point in supplier relationships and comprise clauses related to the supplier's societal responsibility. The Company asks its suppliers to endeavor to comply with international texts that govern labor law such as the ILO conventions pertaining to refusal of forced labor, child labor, concealed work discrimination and respect for human rights. Compagnie Plastic Omnium also includes in its terms of purchase criteria relating to environmental protection (via the setting up of the environmental management system and compliance with ISO 14001) and the health and safety of employees (via compliance with OHSAS 18001). Of its suppliers, 638 have provided proof of their management of environmental impacts through ISO 14001 certification.
The suppliers concerned also undertake to respect the European REACH (Registration, Evaluation, Authorization and restriction of CHemicals) regulations and not to use CMR (carcinogenic, mutagenic or reprotoxic) substances in their products.
Through its purchasing terms, Compagnie Plastic Omnium reserves the right to conduct supplier audits on social and environmental themes. New suppliers are audited when first listed. Follow-up audits can then be conducted to ensure that a continuous improvement process has been established.
In 2015, over 128 audits were carried out, completing the 138 already conducted in 2014. 176 safety-specific audits were also carried out. This was 5% more than in 2014 (167).
In 2003, the Plastic Omnium Group decided to formalize its ethics commitments through a Code of Conduct. This is a key element of corporate culture, which is distributed to all new managers. It governs the conduct of each employee within the Company and toward Company stakeholders. It is the responsibility of each manager to ensure that all employees have access to, understand and apply the guidelines set out in the code. To reach this objective, the Code of Conduct is available in seven languages on the intranet and training sessions are provided, specifically through an e-learning module. In 2015, this course was followed by 1,249 employees. The Internal Audit Department verifies, through site audits, that the Code of Conduct has been given to employees and that employees know and understand it. In 2015, over 37 sites were audited, completing the 36 sites audited in 2014. On average, sites are audited every three years.
Through this Code of Conduct, the Company affirms its commitment to comply with 13 undertakings including the fight against corruption, management of conflicts of interest as well as respect for safety and the environment.
A principle of the United Nations Global Compact of which Compagnie Plastic Omnium is a member, the fight against corruption includes the refusal to receive or give gifts likely to influence business relations, in particular in relations with government authorities, and to propose employment or a financial benefit. This undertaking is implemented through anti-corruption clauses included in the terms of purchase.
The Code of Conduct was rounded off in 2010 by a "competition" Code of Conduct distributed to the employees concerned such as buyers and sales personnel. This code, translated into 13 languages, is also the subject of instructor-led training and e-learning courses, which were followed by 323 employees in 2015.
Compagnie Plastic Omnium, which is listed on NYSE Euronext Paris, is a company with industrial operations and employees.
The CSR indicators are collected separately by the HSE and Human Resources Departments from all sites included in the reporting scope, and are subject to consistency checks during the central data consolidation.
The Plastic Omnium Group's social, environmental and societal reporting approach is based on:
The reporting scope aims to represent all the businesses of Compagnie Plastic Omnium. For the 2015 fiscal year therefore, social, environmental and societal reporting covered the entire 2015 consolidated revenue of Compagnie Plastic Omnium.
Only one point of service of the Environment Division is included, as the environmental impact of the other points of service is not considered to be material. The water and energy consumption of the Supplyin-line sequence facilities (SILS) managed by the Auto Exterior Division and the Auto Inergy Division are also taken into account, together with their CO2 emissions.
The Group has 16 environmentally-regulated facilities (ICPE) subject to authorization. These facilities are integrated into the Group's HSE scope with the exception of one site of the Auto Exterior Division (Plastic Omnium Recycling) which is outside the IFRS scope.
Changes in scope of consolidation:
Site acquisitions and creations are included in the scope of HSE data as from the date of start of operations. The Auto Exterior Chattanooga, Auto Inergy Saint Petersbourg, Auto Inergy α-Alphatech, Auto Inergy Fairfax, and Auto Inergy Ningbo sites were therefore consolidated.
For social reporting, the sites are integrated into the reporting scope as from the first recruitment. In 2015, the sites concerned were Auto Exterior Warrington and Auto Inergy Fairfax.
Sites disposed of during the year were not included in the scope.
Indicators are approved on December 31 2015, except for the following indicators:
2.2 The indicators approved on November 30 2015 and extrapolated to December 31 based on the 12/11 ratio: internal and external training hours, invoices from training organizations, number of interns, number of employees trained since January 1, all environmental data (except for the number of ISO 14001-certified sites, approved on December 31).
2.3 The indicators approved on November 30 2015 and considered as valid for the entire year: hours worked per week, percentage of employees covered under a collective agreement, number of disabled workers, workstations adapted for disabled workers, expenses and investments related to the environment and safety.
All the indicators for 2013 and 2014 where recalculated on the IFRS scope to enable comparability with 2015 data, calculated over the same scope.
A specific reporting protocol for the HSE and Human Resources Departments was developed and provides information about the collection and validation procedure as well as definitions for the indicators identified, in a single document. This protocol is sent to all contributors and validators of non-financial data. The data is collected into a non-financial reporting software application, Enablon.
The CSR procedure and the consolidated results of the CSR data are reviewed by senior management.
For 2015, the non-financial indicator reporting procedures were checked externally by an independent third party, Mazars. In this context, audits were held based on a selection of social, environmental and societal indicators on 10 sites representative of Plastic Omnium's activities in order to validate the quality and overall credibility of the reporting system:
Sites audited in 2015 (AI: Auto Inergy, AE: Auto Exterior):
The nature of the audits and the related conclusions are presented in a specific certification at the end of this chapter.
The glossary of indicators may be obtained upon request from the Group Human Resources and HSE divisions.
| Categories of Article 225 (Grenelle Act) |
Information | Pages | Correspondence between Article 225 and GRI G4 |
Correspondence with the UN Global Compact |
|---|---|---|---|---|
| General reporting principles | ||||
| Comparability | The information published is presented so as to enable a comparison of data (Law of July 7, 2010). The report from the Board of Directors or the Management Board presents the data observed during the year under review, and if necessary the previous year, to enable data comparison (decree of April 24, 2012) |
66, 67 | G4-22 ; G4-23 | |
| Comply or explain |
The report presents, among the information listed by the implementation decree, which disclosures cannot be produced or do not appear to be relevant, given the nature of the Company's activities or organization, and provides all the explanations stating why this is so (Decree of April 24, 2012). |
68, 69, 70 | ||
| Voluntary compliance with a standard |
Where a company complies voluntarily with a national or international social or environmental standard, the report may mention this by giving the recommendations of this standard that were chosen and how this standard may be consulted (decree of April 24, 2012) |
44 | G4-15 | |
| Disclosure scope |
When a company draws up the consolidated financial statements, the information provided is consolidated and concerns the Company itself together with all its subsidiaries or the companies that it controls (Act of July 12, 2010) |
66, 67 | G4-17 ; G4-18 | |
| Verification by an independent third party |
The social and environmental information presented or that must be presented under legal and regulatory obligations is verified by an independent third party […]. This verification is confirmed by an opinion submitted to the shareholders' meeting at the same time as the report from the Board of Directors or Management Board (Act of July 12, 2010). The independent third party is appointed for a term that may not exceed six years. It is subject to incompatibilities provided for under Article L. 882-11 of the French Commercial Code (Auditors may not provide consultancy services to the companies whose accounts they certify, or their subsidiaries) (Decree of April 24, 2012) |
72 | G4-33 |
| Categories of Article 225 (Grenelle Act) |
Information | Pages | Correspondence between Article 225 and GRI G4 |
Correspondence with the UN Global Compact |
|
|---|---|---|---|---|---|
| I. Social information | |||||
| I. a) Employment | Total workforce and breakdown of the workforce by gender, age and region |
48, 49, 55 | G4-9; G4-10; LA1 partially, LA12 |
||
| New hires and terminations | 50, 51 | EC6; LA1 | |||
| Compensation and changes in compensation | 51 | G4-51 partially; G4-52; LA2 |
|||
| I. b) Organization | Organization of working hours | 56 | G4-10 | ||
| of working hours | Absenteeism | 54 | LA6 | ||
| I. c) Labor relations |
Organization of industrial dialogue, procedures for informing and consulting employees and negotiating with them |
56 | 3. Companies are invited to uphold |
||
| Review of collective agreements | 56 | G4-11 | freedom of association and to recognize the right to collective bargaining |
||
| I. d) Health | Conditions of occupational health and safety | 52 to 54 | |||
| and safety | Review of agreements signed with labor union organizations or employee representatives regarding occupational health and safety |
56 | |||
| Occupational accidents, in particular their frequency and severity, as well as occupational illnesses |
54 | LA6; LA7 | |||
| I. e) Training | Training policies | 50, 51 | LA10; LA11 | ||
| Total number of training hours | 50, 66 | LA9; HR2 | |||
| I. f) Equal treatment |
Measures taken in favor of gender equality | 51, 55 | LA12 (see also Section 2.1.1 Composition and independence of the Board of Directors) |
2. Companies are asked to ensure that their own entities do not become party to violations of human |
|
| Measures taken to promote the employment and inclusion of persons with disabilities |
55, 56 | LA12 | rights 4. Elimination of all |
||
| Anti-Discrimination Policy | 51, 55, 65 | LA12; HR3 | forms of forced or compulsory labor |
||
| I. g) Promotion and enforcement |
• to the upholding of freedom of association and the right to collective bargaining |
55, 56 | HR4 partially | 5. The effective abolition of child |
|
| of the provisions of the core |
• to the elimination of discrimination in respect of employment and occupation |
51, 56 | HR3 | labor 6. Elimination |
|
| conventions of the International |
• to the elimination of forced or compulsory labor | 55, 65 | HR6 partially | of discrimination in respect of |
|
| Labour Organization (ILO) relating |
• to the effective abolition of child labor | 55, 65 | HR5 partially | employment and occupation |
| Categories of Article 225 (Grenelle Act) |
Information | Pages | Correspondence between Article 225 and GRI G4 |
Correspondence with the UN Global Compact |
|||
|---|---|---|---|---|---|---|---|
| II. Environmental information | |||||||
| II. a) General environmental policy |
Organization by the Company to take environmental issues into account and, where appropriate, take into consideration assessment or certification processes concerning the environment |
44, 57 to 59 |
G4-1 partially; G4-44 |
7. Companies are invited to apply a precautionary approach to |
|||
| Training and information of employees conducted on the subject of environmental protection |
58 | G4-43 partially | environmental issues 8. To take initiatives |
||||
| Resources devoted to the prevention of environmental risks and pollution |
61 & 62 | EN31 partially | that will promote greater environmental responsibility |
||||
| Amount of provisions and guarantees for environmental risks, provided that such information is not likely to cause serious damage to the Company in an ongoing dispute |
62 | EN29; EN34 | |||||
| II. b) Pollution and waste |
Measures for the prevention, reduction or compensation for air, water and soil emissions seriously affecting the environment |
47, 58, 61 & 62 |
EN10 partially; EN20; EN21; EN27 |
7. Companies are invited to apply |
|||
| management | Measures for prevention, recycling and disposal of waste | 63 & 64 | EN23; EN25 | a precautionary | |||
| Accounting for noise pollution and other forms of pollution arising from a specific activity |
47, 53, 61 & 62 |
EN27 | approach to environmental issues 9. To favor the development and dissemination of environmentally friendly technologies |
||||
| II. c) Sustainable use of resources |
Water consumption and water supply according to local constraints |
62 | EN8 | 7. Companies are invited to apply |
|||
| Consumption of raw materials and measures to improve efficiency in their use |
61, 63 & 64 |
EN1; EN2 | a precautionary approach to |
||||
| Energy consumption, measures to improve energy efficiency and use of renewable energy |
58 to 60 | EN3; EN5; EN6 | environmental issues. 9. To favor the development and |
||||
| Land use | 62 | dissemination of environmentally friendly technologies |
|||||
| II. d) Climate change |
Greenhouse gas emissions | 61 | EN15; EN16; EN18; EN19 |
||||
| Adaptation to the impacts of climate change | 62 | ||||||
| II. e) Protection of biodiversity |
Measures taken to preserve or develop biodiversity | 62 | EN13 partially |
| Categories of Article 225 (Grenelle Act) |
Information | Pages | Correspondence between Article 225 and GRI G4 |
Correspondence with the UN Global Compact |
|---|---|---|---|---|
| III. Information relating to societal commitments to sustainable development | ||||
| III. a) Regional, economic and social impact of the |
With respect to employment and regional development |
64 & 65 | ||
| Company's activity | On local or neighboring populations | 64 & 65 | ||
| III. b) 1 Relationships with persons or organizations |
Conditions for dialogue with these people or organizations |
65 | G4-24; G4-26; G4-27 |
|
| with an interest in the Plastic Omnium Group's businesses, in particular vocational integration associations, educational institutions, environmental protection associations, consumer associations and local residents |
Partnership or sponsorship actions | 64 & 65 | ||
| III. c) Outsourcing and suppliers |
Taking social and environmental challenges into account in the purchasing policy |
65 | EN33; LA15; HR11; SO10 |
1. Companies are invited to promote and protect international law relating to human rights within |
| Importance of outsourcing and taking the social and environmental responsibility of suppliers and subcontractors into account |
65 | EN32; LA14; HR10; SO9 |
their sphere of influence 2. They must ensure that their own entities do not become party to infringements of human rights |
|
| III. d) Fair practices | Measures taken in favor of consumer health and safety |
47 | ||
| Actions undertaken to prevent corruption |
66 | G4-56; G4-58; SO3; SO4; SO5 |
1. Companies are invited to promote and protect international |
|
| III. e) Other actions carried out in favor of human rights |
54 to 56, 65 & 66 |
G4-56; G4-57; HR2; HR9 |
law relating to human rights within their sphere of influence 2. They must ensure that their own entities do not become party to infringements of human rights 4. Elimination of all forms of forced or compulsory labor 5. The effective abolition of child labor 10. Companies are invited to act against corruption in all its forms, including extortion and bribery |
As the independent third-party (members of the Mazars' network), Statutory Auditors of Plastic Omnium, whose accreditation was accepted by Cofrac under number 3-1058(1), we hereby present our report on the consolidated social, environmental and societal information provided in the management report prepared for the year ended December 31, 2015, (hereinafter referred to as the "CSR information"), pursuant to article L. 225-102-1 of the French Commercial Code (Code de commerce).
The Board of Directors is responsible for preparing a management report including the CSR information required under article R. 225-105-1 of the French Commercial Code, in accordance with the CSR reporting protocol used by the Company (hereinafter the "Reporting Criteria"), a summary of which is given in the management report and is available on request from the Company's head office.
Our independence is defined by regulatory texts, the profession's Code of Ethics and by the provisions of article L. 822-11 of the French Commercial Code. Furthermore, we have set up a quality control system that includes documented policies and procedures designed to ensure compliance with deontological rules, professional standards and applicable legal texts and regulations.
Based on our work, our role is to:
Our work was carried out by a team of six people during a nine-week period between October 2015 and February 2016.
We conducted the work described below in accordance with the professional standards applicable in France and the legal order dated May 13, 2013 determining the methodology according to which the independent third-party body conducts its mission and, on the reasoned opinion, in accordance with ISAE 3000(2).
We got acquainted with the direction that the Group is taking, in terms of sustainability, with regard to the social and environmental consequences of the Company's business and its societal commitments and, where appropriate, the actions or programs that stemmed from it.
We compared the CSR Information presented in the management report to the list set forth in article R. 225-105-1 of the French Commercial Code.
In the event of omission of some consolidated information, we checked that explanations were provided in accordance with the third paragraph of the article R. 225-105 of the French Commercial Code.
We checked that the CSR information covers the consolidated scope, which includes the Company and its subsidiaries within the meaning of article L. 233-1 of the French Commercial Code and the companies that it controls within the meaning of article L. 233-3 of the French Commercial Code, subject to the limits set forth in the methodological Note presented in the Registration Document (Chapter 3 "Sustainable Development"), which includes the management report.
Based on our work, and taking into account the limitations mentioned above, we attest that the required CSR information has been disclosed in the management report.
(1) The scope of which is available on the website www.cofrac.fr.
(2) ISAE 3000 – Assurance engagements other than audits or reviews of historical information.
We conducted 20 or so interviews with those responsible for the preparation of CSR information from the departments in charge of the processed of gathering information and, where appropriate, those responsible for internal control and risk management to:
We determined the nature and extent of tests and controls depending on the nature and importance of CSR information in relation to the characteristics of the Company, the social and environmental issues of its operations, its strategic priorities in relation to sustainable development, and the industry best practices.
Concerning the CSR information that we considered to be most significant(3):
The selected sites contribution to Group data equals to 24% of headcount and between 15% to 55% of the quantitative environmental information tested.
Regarding the other CSR consolidated information, we assessed its fairness and consistency based on our knowledge of the Group.
Finally, we assessed the relevance of the explanations relating to, where necessary, the omission of certain information.
We deem that the sampling methods and sample sizes we have learned by exercising our professional judgment allow us to formulate a conclusion providing limited assurance; a higher level of assurance would have required more extensive work. Because of the use of sampling techniques, and because of other limits inherent to any information and internal control systems, the risk of not detecting a material misstatement in the CSR information cannot be completely eliminated.
Based on our work, we did not identify any material misstatements that would lead us to believe that the CSR information, taken as a whole, has not been fairly presented, in all material respects, in accordance with the Reporting Criteria.
Done in Paris-la Défense, on February 24, 2016 The Independent third-party,
MAZARS
Jean-Luc Barlet Emmanuelle Rigaudias Partner CSR & Sustainable Development Partner
(3) Social information: Workforce by type of employment contract, status, gender, age and region, training hours, absenteeism rate, workplace accident frequency rate with and without lost time, number of employees who have received Top Safety Training.
Environmental information: electricity consumption, gas consumption, water consumption, recycled and recovered waste, greenhouse gases (GHG).
Societal information: number of supplier CSR audits, number of people trained in the Code of Conduct.
(4) For all selected social and environmental data cited above: AE Gliwice AE Tulipan, AI Lublin, AE Lozorno, AI Lozorno, AI Rottenburg, AE Measham.
For the societal information: centrally from the AI and AE Human Resources and Supplier Quality Departments.
In addition, for information on electricity consumption, gas consumption, recycled and recovered waste, greenhouse gases (GHG): AI Adrian.
In addition, for social information: AE Anderson.
In addition, for information on the workforce (by type of employment contract, status, gender, age and region), training hours, absenteeism rate (by reason), water consumption and electricity consumption: AE Saint-Désirat.
04
The year of 2015 was a record year. All of the Group's financial aggregates posted double-digit growth to reach historical highs. Revenue, operating margin and net income have all nearly doubled in the space of five years.
The year also saw strong sales growth as was evidenced by the unprecedented number of orders placed with Compagnie Plastic Omnium, thus cementing its business leadership, validating its technologies and giving the Group a clear view of future growth.
The Plastic Omnium Group is committed to supporting carmakers worldwide and to developing its industrial capacity in high-growth regions for auto production. It continues to strengthen its footprint in these regions.
In China, four new plants became operational in 2015: the Wuhan Jiangxia, Hangzhou and Changsha sites for exterior body parts and the Beijing plant for front-end modules. In 2015, the Group had 25 plants in China, the leading automotive manufacturer worldwide.
In South Korea, the Pyeongtaek plant began the production of frontend modules for SsangYong. This brings the number of plants in South Korea to six (five for front-end modules and one for the Auto Inergy Division).
In Germany, the Regensburg plant began the production of front-end modules for BMW. This brings the number of Automotive plants in Germany to six (four for front-end modules and two for the Auto Inergy Division).
In the United States, two new plants became operational in 2015: the Chattanooga plant for exterior body parts for Volkswagen and the Fairfax plant for fuel systems for General Motors. This brings the number of plants in the United States to eight (four for the Auto Exterior Division and four for the Auto Inergy Division).
In Russia, the Saint Petersburg plant began the production of fuel systems for Nissan, Ford and Toyota. This brings the number of plants in Russia to three.
Three new plants will become operational in 2016: two in Mexico (one for the Auto Inergy Division and one for front-end modules) and one in the United Kingdom for the Auto Exterior Division.
With capital expenditure in high-growth regions, innovation is the Group's other driver of growth. Compagnie Plastic Omnium is continuing to pour significant resources into Research & Development.
Technological innovations contribute greatly to the Group's growth: they are supported by legislation which is becoming increasingly stringent worldwide in terms of polluting emissions (CO2 and nitrogen oxide/NOx). Plastic Omnium is developing solutions to reduce these emissions through two main levers: making vehicles lighter and more aerodynamic, and emission control systems.
With regard to making vehicles lighter, in 2015 Compagnie Plastic Omnium won contracts for 10 different tailgate and spoiler programs for 6 carmakers.
Emissions control systems are based on the SCR system, which enables diesel vehicles to eliminate 95% of their NOx emissions and up to 8% of their CO2 emissions. The Auto Inergy Division secured orders for this system in 2015 from six new customers (American, European and Japanese), bringing the total number of customers having opted for Plastic Omnium technology to 13.
The SCR (selective catalytic reduction) system for pollution reduction in diesel engines, patented by Plastic Omnium, is based on the injection of an aqueous solution of urea in the exhaust and reduces emissions of nitrogen oxides from diesel engines by up to 95%.
Plastic Omnium today ranks as one of the leaders in SCR, a market that is growing strongly due to the tightening of environmental standards for NOx reduction (Euro 6 applicable in Europe since September 2014 and Tier 2 Bin 5 applicable in North America since 2007/2009). For this equipment, Plastic Omnium provides the urea tank and the pump which feeds urea into the the injector that reduces NOx and meets the environmental standards in force in each country.
Today, this system has been adopted by 13 automakers including Audi, Fiat/Chrysler, Ford, General Motors, Nissan, Porsche and Toyota.
Plastic Omnium's production volumes, which rose to 600,000 units in 2015, should grow to 2.7 million systems in 2019, for a global market share of 33%.
On December 14, 2015 Compagnie Plastic Omnium signed an MOU (Memorandum of Understanding) with the Faurecia group to acquire its External Systems business (bumper and front end modules) for a enterprise value of €665 million.
In 2014, Faurecia's External Systems business produced sales of €2 billion (¾ of which for production of bumpers and ¼ for front end modules) for an operating margin of EUR 69 million. It employs 7,700 persons in 22 industrial sites in Germany, France, Spain, Slovakia and North and South America. Half of the revenue comes from Germany where Plastic Omnium has no production site for this activity.
With this French global business, Plastic Omnium is giving rise to a global player with revenue of over €8 billion, among the leading 25 global automotive suppliers in a tried-and-tested approach of financial and industrial independence.
By its size, it significantly strengthens the offer and technological potential of Plastic Omnium faced with the environmental challenges of relief and reduction of emissions from motor vehicles. The Group's R&D budget will be increased by 100 million annually from about €300 million to about €400 million.
The transaction has to be submitted to the relevant competition authorities and to procedures in connection with staff representation bodies in the countries concerned. It could be finalized during 2016. The objective will be to double the profitability of this activity in three years.
This operation will be financed from the undertaking's own resources (cash and use of existing credit lines).
In 2015, Compagnie Plastic Omnium's revenue was €5,983 million, up by 13.9% from 2014 (up by 6.6% at constant scope and exchange rates) on the back of a strong second half of the year (up by 10.4% at constant scope and exchange rate from the second half of 2014).
The over €700 million increase in revenue was driven in equal parts by Europe (around €300 million) and North America (around €300 million), while Asia for the first time crossed the €1 billion revenue threshold.
There was a positive currency effect of €405 million. There was a
In 2015, Compagnie Plastic Omnium repurchased 800,000 of its own shares (0.52% of share capital) for €20.3 million at an average price of €25.34 per share. At December 31, 2015, it held 3.6% of its own shares.
| positive consolidation scope effect of €21 million following the dispo |
|---|
| sal of the Group's 50% stake in Signal AG's Environment Division. |
| In €m, by business segment | 2014 | 2015 | % change | At constant scope and exchange rates |
|---|---|---|---|---|
| Automotive | 4,840 | 5,597 | +15.6% | +7.3% |
| Environment | 410 | 386 | –6.0% | –1.6% |
| Revenue(1) | 5,251 | 5,982 | +13.9% | +6.6% |
| Consolidated revenue(2) | 4,437 | 5,010 | +12.9% | +5.0% |
| In €m and as a % of revenue, by region | 2014 | 2015 | % change | At constant scope and exchange rates |
|---|---|---|---|---|
| Europe/Africa | 2,836 | 3,136 | +10.6% | +10.2% |
| 54% | 52% | |||
| North America | 1,401 | 1,683 | +20.2% | +1.3% |
| 27% | 28% | |||
| South America | 179 | 162 | –9.3% | –2.8% |
| 3% | 3% | |||
| Asia | 835 | 1,001 | +19.9% | +5.6% |
| 16% | 17% | |||
| Revenue(1) | 5,251 | 5,982 | +13.9% | +6.6% |
| 100% | 100% | |||
| Consolidated revenue(2) | 4,437 | 5,010 | +12.9% | +5.0% |
(1) Economic sales correspond to the consolidated sales of the Group and its joint ventures up to their percentage stake. BPO, HBPO and YFPO for Plastic Omnium Automotive. The figure reflects the operational and managerial realities of the Group.
(2) In accordance with IFRS 10-11-12, consolidated sales do not include the share of the joint ventures, consolidated under the equity method.
Revenue for Plastic Omnium Automotive was up by 15.6% to €5,597 million (an increase of 7.3% at constant exchange rates). With global automotive production up by 1.5%, the Group outperformed the market by nearly 6% with a particularly strong performance in the second half of the year.
This strong growth was the result of investment in new plants in the most dynamic regions and innovation through products such as SCR systems for reducing diesel vehicle emissions and lighter tailgates:
Volkswagen remains the Group's leading customer with 17% of Automotive revenue ahead of General Motors with 16% and PSA Peugeot Citroën with 12%.
In 2015, German carmakers remained the top contributors to Automotive revenue with 31% of the business (similar to 2014) ahead of American auto-makers with 28% (versus 27% in 2014), Asian manufacturers with 20% (versus 19% in 2014) and French manufacturers with 19% (versus 20% in 2014).
Revenue for Plastic Omnium Environment was down by 1.6% to €386 million at constant scope and exchange rates due to budget restrictions on the part of French local authorities.
Consolidated gross profit was €837 million, versus €732 million in 2014. It represented 16.7% of consolidated revenue, up from 16.5% in 2014.
Gross Research & Development spend was up 15% to €295 million versus €257 million in 2014. Net R&D spend, after deduction of capitalized development costs and amounts re-invoiced to customers, was €108 million (2.2% of consolidated revenue), versus €104 million (2.3% of consolidated revenue) in 2014.
Selling costs were €62 million (1.2% of consolidated revenue) versus €57 million (1.3% of consolidated revenue) in 2014.
Administrative expenses rose from €199 million in 2014 to €213 million in 2015 (from 4.5% of consolidated revenue in 2014 to 4.3% in 2015).
Amortization of intangible assets acquired in business combinations amounted to an expense of €19 million in 2015, versus €18 million in 2014.
The share of profit/(loss) of associates and joint ventures amounted to €35 million in 2015, versus €39 million in 2014.
Operating margin after amortization of intangible assets acquired in business combinations and after share of profit of associates and joint ventures was up by 19.6% to €470 million. It represented a record 9.4% of revenue.
Operating income for the Automotive Division amounted to €447 million in 2015 (9.7% of revenue), versus €364 million in 2014 (9% of revenue). The Automotive Division benefited from a high utilization rate of its production capacity worldwide. The improved operating income was also supported by the operational excellence of the 132 new programs launched during the year together with strict cost control.
Operating income for the Environment Division amounted to €23 million in 2015 (6% of revenue, versus 7.3% in 2014) helped by an efficient industrial network and streamlined structures.
| Consolidated revenue | 2014 | 2015 | |||||
|---|---|---|---|---|---|---|---|
| and operating margin by business Aggregates expressed in € millions |
Revenue | Operating margin |
% | Revenue | Operating margin |
% | |
| Plastic Omnium Automotive | 4,048 | 364 | 9.0% | 4,624 | 447 | 9.7% | |
| Plastic Omnium Environment | 389 | 28 | 7.3% | 386 | 23 | 6.0% | |
| Total | 4,437 | 393 | 8.8% | 5,010 | 470 | 9.4% |
Other operating income and expense resulted in a net expense of €75 million in 2015 versus net income of €35 million in 2014. In 2015, Plastic Omnium intensified its efforts focusing on industrial efficiency and organization.
Net finance costs amounted to €56 million, versus €64 million in 2014. These costs account for 1.2% of revenue.
In 2015, the Group recorded income tax expense of €75 million, versus €64 million in 2014, an effective tax rate of 24.8%, (25.2% in 2014).
Net profit, Group share rose by 15% to €258 million, versus €225 million in 2014. It accounted for 5.2% of revenue.
Earnings per share amounted to €1.75, versus €1.52 in 2014 (+15.1%).
Group EBITDA was up by 13.4% to €691 million (13.8% of revenue) and cash flow from operations was up by 9.2% to €606 million (12.1% of revenue) in 2015.
The year 2015 saw substantial investments amounting to €323 million (6.4% of consolidated revenue), versus €326 million in 2014 (the 2014 figure includes the Lyon Gerland rental investment of €47 million, versus €7 million in 2015). Nine new plants came into operation in the year (four in China, two in the USA, one in Germany, one in South Korea and one in Russia) and 132 automotive programs were launched.
Free cash flow amounted to €202 million, up strongly from the €83 million figure for 2014. It significantly reduced debt to €268 million (versus €390 million as at end-2014) after €75 million in dividends and share buy-backs.
Group net debt/equity was 21% and net debt/EBITDA was 0.4 (versus 36% and 0.6 respectively in 2014).
The €1.7 billion five-year investment program announced in December 2014 is intended to strengthen the Group's presence in high-growth regions and to speed up innovation with new product lines. It will be carried out as follows:
In January 2016, at the Detroit International Show, which Plastic Omnium attended for the first time, the Group set out its high growth potential in the North American market, borne by a sustained investment plan.
Over the 2015-2019 period, North America is the first region contributing to Plastic Omnium's total growth. Revenue is expected to grow by nearly \$1 billion to \$2.8 billion in 2019, an increase of more than 50%.
This strong growth is based on a sustained investment plan totalling \$650 million to increase the industrial fabric, diversify the client portfolio and develop innovative offerings.
The main changes in the balance sheet were as follows.
As at December 31, 2015, Compagnie Plastic Omnium ended the year with net cash of €150.4 million, versus €174.6 million as at December 31, 2014.
These changes were mainly as a result of:
Compagnie Plastic Omnium posted operating revenue of €38.4 million in 2015, versus €40.5 million the previous year. This revenue can be broken down as follows:
Net operating loss came to €5.1 million in 2015, compared with a profit of €0.1 million in 2014, mainly due to fees incurred as part of the planned acquisition of the Exterior Systems business of Faurecia Group.
Net financial income for Compagnie Plastic Omnium was €220.8 million, versus €182.9 million in 2014. The change was largely due to:
After factoring in €0.2 million in non-operating expense, income before tax amounted to €215.5 million, versus €185.8 million in 2014.
A net income tax profit of €7.4 million was recorded in 2015 compared with a tax charge of €1.5 million the previous year.
As a result, net income for 2015 was €222.9 million, compared with €184.3 million in 2014.
No non-deductible overhead expenses were added back to taxable income during 2015, in application of articles 223 quater and 223 quinquies of the French General Tax Code.
Following a robust 2015, Plastic Omnium will continue on its path of profitable and cash-generating growth in 2016. In an expected global automotive market with growth of between 2% and 3% in 2016, the Group will:
The Group is confirming its ability to outperform global automotive production by virtue of:
Furthermore, the planned acquisition of Faurecia's Exterior Systems business is proceeding. Employee representative bodies are being informed of developments according to schedule. Once these bodies are fully informed, the transaction must be submitted to the relevant competition authorities. It could be completed in the course of 2016.
During its meeting of February 24, 2016, and in accordance with the delegation of authority granted by the Shareholders' Meeting of April 30, 2014, the Board of Directors of Compagnie Plastic Omnium decided to cancel 1,100,000 treasury shares, i.e. 0.72% of the share capital. This operation was carried out on March 21, 2016.
Following this capital reduction through the cancellation of treasury shares, the share capital of Compagnie Plastic Omnium was reduced from 153,576,720 shares to 152,476,720 with a nominal value of €0.06, which corresponds to €9,148,603.20.
This operation increased the stake held by the controlling holding company, Burelle SA from 56.6% to 57.01% of the share capital.
No event likely to have a material impact on the Group's business, financial position, earnings or assets and liabilities as at December 31, 2015 has occurred since the closing date.
In the context of its financial communication, the Group uses financial indicators based on consolidated data from the consolidated financial statements issued in accordance with IFRS as adopted within the European Union.
As indicated in Note 3.1 to the consolidated financial statements as of December 31, 2015 relating to segment information, for operational management purposes the Group uses the concept of economic sales, which corresponds to the consolidated sales of the Group and its joint ventures up to the Group's percentage stake: HBPO, a German company and world leader in front-end modules, Yanfeng Plastic Omnium, the Chinese leader in exterior body parts, BPO, a major player in the Turkish market for exterior equipment, and Plastic Recycling, a specialist company in plastics recycling.
Reconciliation between economic sales and consolidated sales:
| In thousands of euros | 2015 | 2014 |
|---|---|---|
| Economic sales | 5,982,499 | 5,250,775 |
| Including Sales from joint ventures at the Group's percentage stake | 972,604 | 813,570 |
| Consolidated sales | 5,009,895 | 4,437,205 |
05
| In thousands of euros | Notes | December 31, 2015 |
December 31, 2014 |
|---|---|---|---|
| Goodwill | 3.1.2 – 3.2 – 5.1.1 – 5.1.2 | 287,496 | 284,570 |
| Other intangible assets | 3.1.2 – 3.2 – 5.1.2 | 381,164 | 351,718 |
| Property, plant and equipment | 3.1.2 – 3.2 – 3.3 – 5.1.3 – 5.1.4 | 1,149,215 | 1,008,470 |
| Investment property | 3.1.2 – 3.2 – 5.1.5 | 93,263 | 88,825 |
| Investments in associates and joint ventures | 5.1.6 | 159,073 | 144,793 |
| Available-for-sale financial assets(1)(2) | 5.1.7 – 5.2.7.5 – 6.4.2 – 6.7 | 1,528 | 1,841 |
| Other non current financial assets(1) | 5.1.8 – 5.2.7.5 – 6.7 | 64,740 | 45,147 |
| Deferred tax assets | 5.1.12 | 87,310 | 78,067 |
| Total non current assets | 2,223,789 | 2,003,431 | |
| Inventories | 3.1.2 – 5.1.9 | 347,413 | 313,476 |
| Finance receivables(1) | 5.1.10 – 5.2.7.5 – 6.7 | 18,833 | 31,213 |
| Trade receivables | 3.1.2 – 5.1.11.2 – 5.1.11.4 – 6.3.1 – 6.4.2 – 6.7 | 577,855 | 501,602 |
| Other | 3.1.2 – 5.1.11.3 – 5.1.11.4 | 225,689 | 194,281 |
| Other financial assets and financial receivables(1) | 5.1.10 – 5.2.7.5 – 6.4.2 – 6.7 | 27,010 | 8,104 |
| Hedging instruments(1) | 3.1.2 – 5.2.7.5 – 5.2.8 – 6.4.2 – 6.7 | 1,558 | 374 |
| Cash and cash equivalents(1) | 3.1.2 – 5.1.13.1 – 5.1.13.2 – 5.2.7.5 – 6.4.2 – 6.7 | 663,156 | 535,412 |
| Total current assets | 1,861,514 | 1,584,462 | |
| Assets held for sale | 5.1.16 | 5,780 | – |
| Total assets | 4,091,083 | 3,587,893 |
| In thousands of euros | Notes | December 31, 2015 |
December 31, 2014 |
|---|---|---|---|
| Capital | 5.2.1.1 | 9,215 | 9,215 |
| Treasury stock | (52,502) | (33,948) | |
| Additional paid-in capital | 38,637 | 38,637 | |
| Consolidated reserves | 1,012,773 | 815,782 | |
| Net income for the period | 258,374 | 224,553 | |
| Equity attributable to owners of the parent | 1,266,497 | 1,054,239 | |
| Attributable to non-controlling interests | 20,822 | 17,749 | |
| Total equity | 1,287,319 | 1,071,988 | |
| Current borrowings(1) | 3.1.2 – 5.2.7.5 – 6.7 | 921,148 | 901,649 |
| Provisions for pensions and other post-employment benefits | 5.2.5 – 5.2.6.5 | 101,991 | 93,165 |
| Provisions for liabilities and charges | 5.2.5 | 34,498 | 24,451 |
| Current grants | 5.2.4 | 13,875 | 11,287 |
| Deferred tax liabilities | 5.1.12 | 59,704 | 47,778 |
| Total non current liabilities | 1,131,216 | 1,078,330 | |
| Bank overdrafts(1) | 3.1.2 – 5.1.13.2 – 5.2.7.5 – 6.4.2 – 6.7 | 15,891 | 4,148 |
| Current borrowings(1) | 3.1.2 – 5.2.7.5 – 6.7 | 94,188 | 88,688 |
| Current debt(1) | 3.1.2 – 5.2.7.5 – 6.4.2 – 6.7 | 4 | 17 |
| Hedging instruments(1) | 3.1.2 – 5.2.7.5 – 5.2.8 – 6.4.2 – 6.7 | 12,757 | 16,658 |
| Provisions for liabilities and charges | 5.2.5 | 35,019 | 49,395 |
| Current grants | 5.2.4 | 281 | 273 |
| Trade payables | 5.2.9.1 – 5.2.9.3 – 6.4.2 – 6.7 | 1,010,431 | 803,993 |
| Other operating liabilities | 5.2.9.2 – 5.2.9.3 | 503,977 | 474,403 |
| Total current liabilities | 1,672,548 | 1,437,575 | |
| Liabilities related to assets held for sale | 5.1.16 | – | – |
| Total equity and liabilities | 4,091,083 | 3,587,893 |
(1) Components of net debt. Net debt stood at €267.5 million at December 31, 2015 compared with €389.5 million at December 31, 2014 (see Note 5.2.7.5).
(2) Of which €1,172 thousand at December 31, 2015 and €1,372 thousand at December 31, 2014, respectively, are included in the calculation of net debt (see Notes 5.1.7 and 5.2.7.5).
| In thousands of euros | Notes | 2015 | % | 2014 | % |
|---|---|---|---|---|---|
| Consolidated sales (Revenue) | 3.1.1 – 3.1.4.1 – 3.1.4.2 | 5,009,895 | 100.0% | 4,437,205 | 100.0% |
| Cost of goods and services sold | 4.2 | (4,172,415) | –83,3% | (3,705,041) | –83.5% |
| Gross profit | 837,480 | 16.7% | 732,164 | 16.5% | |
| Net research and development costs | 4.1 – 4.2 | (108,079) | –2.2% | (104,035) | –2.3% |
| Selling costs | 4.2 | (62,215) | –1.2% | (57,297) | –1.3% |
| Administrative expenses | 4.2 | (213,423) | –4.3% | (199,276) | –4.5% |
| Operating margin before amortization of intangible assets acquired in business combinations and before share of profit of associates and joint ventures |
3.1.1 | 453,763 | 9.1% | 371,557 | 8.4% |
| Amortization of intangible assets acquired in business combinations(1) |
3.1.1 – 4.4 | (18,795) | –0.4% | (18,297) | –0.4% |
| Share of profit/loss of associates and joint ventures |
3.1.1 – 4.5 | 34,749 | 0.7% | 39,321 | 0.9% |
| Operating margin(2) | 3.1.1 | 469,717 | 9.4% | 392,581 | 8.8% |
| Other operating income | 3.1.1 – 4.6 | 20,943 | 0.4% | 3,373 | 0.1% |
| Other operating expenses | 3.1.1 – 4.6 | (96,441) | –1.9% | (38,010) | –0.9% |
| Finance costs, net | 3.1.1 – 4.7 | (53,646) | –1.1% | (51,244) | –1.2% |
| Other financial income and expenses, net | 3.1.1 – 4.7 | (2,532) | –0.1% | (13,050) | –0.3% |
| Profit from continuing operations before income tax and after share of profits of associates and joint ventures |
3.1.1 | 338,041 | 6.7% | 293,650 | 6.6% |
| Income tax | 3.1.1 – 4.8 | (75,200) | –1.5% | (64,168) | –1.4% |
| Net income | 3.1.1 | 262,841 | 5.2% | 229,482 | 5.2% |
| Net profit attributable to non-controlling interests |
4.9 | 4,467 | 0.1% | 4,929 | 0.1% |
| Net profit attributable to owners of the Parent Company |
258,374 | 5,2% | 224,553 | 5.1% | |
| Earnings per share attributable to owners of the Parent Company |
4.10 | ||||
| • Basic earnings per share (in euros)(3) | 1.75 | 1.52 | |||
| • Diluted earnings per share (in euros)(4) | 1.72 | 1.49 |
(1) Intangible assets acquired in business combinations.
(2) Basic earnings per share are calculated using the weighted average number of ordinary shares outstanding, less the average number of shares held in treasury stock.
(3) Diluted earnings per share takes into consideration the average number of treasury shares deducted from equity and shares which might be issued under stock option programs.
(4) Operating margin after amortization of intangible assets acquired in business combinations and after share of profit of associates and joint ventures: The Group has changed the way the share of profit/(loss) of associates and joint ventures is now shown at the operating level in the income statement; it is now shown at the operating margin level.
| In thousands of euros | 2015 | 2014 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total | Gross | Tax | Total | Gross | Tax | |||
| Net profit for the period – Group share(1) | 258,374 | 332,453 | (74,079) | 224,553 | 287,804 | (63,251) | ||
| Reclassified to the income statement | 25,858 | 27,404 | (1,546) | 37,015 | 37,962 | (947) | ||
| Reclassified in the period | 1,626 | 2,620 | (994) | 3,233 | 4,816 | (1,583) | ||
| Exchange differences on translating foreign operations – reclassified to the income statement |
– | – | – | 642 | 642 | – | ||
| Cash flow hedges – Interest rate instruments reclassified to the income statement |
1,626 | 2,620 | (994) | 2,591 | 4,174 | (1,583) | ||
| Reclassified at a later date | 24,232 | 24,784 | (552) | 33,782 | 33,146 | 636 | ||
| Exchange differences on translating foreign operations | 23,374 | 23,374 | – | 33,682 | 33,682 | – | ||
| Cash flow hedges | 858 | 1,410 | (552) | 100 | (536) | 636 | ||
| Gains/(losses) for the period – Interest rate instruments | 858 | 1,410 | (552) | 568 | 218 | 350 | ||
| Gains/losses for the period – Currency instruments | – | – | – | (468) | (754) | 286 | ||
| Cannot be reclassified to the income statement at a later date | (2,455) | (1,745) | (710) | (14,750) | (20,264) | 5,514 | ||
| Actuarial gains/(losses) recognized in equity | (2,455) | (1,745) | (710) | (16,180) | (22,570) | 6,390 | ||
| Fair value adjustments to property, plant and equipment | – | – | – | 1,430 | 2,306 | (876) | ||
| Other comprehensive income | 23,403 | 25,659 | (2,256) | 22,265 | 17,698 | 4,567 | ||
| Comprehensive income – Group share(2) | 281,777 | 358,112 | (76,335) | 246,818 | 305,502 | (58,684) | ||
| Net profit for the period attributable to non-controlling interests | 4,467 | 5,588 | (1,121) | 4,929 | 5,845 | (916) | ||
| Reclassified to the income statement | 409 | 409 | – | (679) | (679) | – | ||
| Reclassified at a later date | 409 | 409 | – | (679) | (679) | – | ||
| Exchange differences on translating foreign operations | 409 | 409 | – | (679) | (679) | – | ||
| Cannot be reclassified to the income statement at a later date | (5) | (5) | – | (119) | (119) | – | ||
| Actuarial gains/(losses) recognized in equity | (5) | (5) | – | (119) | (119) | – | ||
| Other comprehensive income | 404 | 404 | – | (798) | (798) | – | ||
| Comprehensive income attributable to non-controlling interests | 4,871 | 5,992 | (1,121) | 4,132 | 5,048 | (916) | ||
| Total comprehensive income | 286,648 | 364,104 | (77,456) | 250,949 | 310,550 | (59,600) |
(1) Net profit for the period amounted to €151,691 thousand at December 31, 2015 compared with €132,082 thousand at December 31, 2014.
(2) Total net profit attributable to owners of the parent amounted to €165,431 thousand at December 31, 2015 compared with €145,178 thousand at December 31, 2014.
| In thousands of euros | Number of | Capital | Additional | Treasury | Other | Translation | Net profit | Shareholders' equity | Total equity | |
|---|---|---|---|---|---|---|---|---|---|---|
| In thousand units for the number of shares | shares | paid-in capital |
stock | reserves (1) | adjustment | for the period |
Attributable to owners of the parent |
Attributable to non-controlling interests |
||
| Equity at December 31, 2013 | 154,977 | 9,299 | 65,913 | (44,348) | 675,275 (1) | (28,991) | 193,211 | 870,358 | 15,570 | 885,928 |
| Appropriation of net profit at December 2013 | – | – | – | – | 193,211 | – | (193,211) | – | – | – |
| Net profit at December 31, 2014 | – | – | – | – | – | – | 224,553 | 224,553 | 4,929 | 229,482 |
| Other comprehensive income | – | – | – | – | (12,686) | 34,951 | – | 22,265 | (798) | 21,467 |
| Exchange differences on translating foreign operations |
– | – | – | – | (627) | 34,951 | – | 34,324 | (679) | 33,645 |
| Actuarial gains/(losses) recognized in equity | – | – | – | – | (16,180) | – | – | (16,180) | (119) | (16,299) |
| Cash flow hedges – Interest rate instruments | – | – | – | – | 3,159 | – | – | 3,159 | – | 3,159 |
| Cash flow hedges – currency instruments | – | – | – | – | (468) | – | – | (468) | – | (468) |
| Fair value adjustments to property, plant and equipment |
– | – | – | – | 1,430 | – | – | 1,430 | – | 1,430 |
| Comprehensive income | – | – | – | – | 180,525 | 34,951 | 31,342 | 246,818 | 4,132 | 250,949 |
| Treasury stock transactions | – | – | – | (16,960) | 3,038 | – | – | (13,922) | – | (13,922) |
| Capital reduction (cancellation of treasury stock)(1) | (1,400) | (84) | (27,276) | 27,360 | – | – | – | – | – | – |
| Tax effect of treasury stock transactions | – | – | – | – | (1,154) | – | – | (1,154) | – | (1,154) |
| Change in scope of consolidation and reserves(2) | – | – | – | – | (221) | (1,248) | – | (1,469) | – | (1,469) |
| Dividends paid by Compagnie Plastic Omnium | – | – | – | – | (48,746) | – | – | (48,746) | – | (48,746) |
| Dividends paid by other Group companies | – | – | – | – | – | – | – | – | (1,953) | (1,953) |
| Stock option costs | – | – | – | – | 2,354 | – | – | 2,354 | – | 2,354 |
| Equity at December 31, 2014 | 153,577 | 9,215 | 38,637 | (33,948) | 811,071 (1) | 4,712 | 224,553 | 1,054,239 | 17,749 | 1,071,988 |
| Appropriation of net profit at December 2014 | – | – | – | – | 224,553 | – | (224,553) | – | – | – |
| Net profit at December 31, 2015 | – | – | – | – | – | – | 258,374 | 258,374 | 4,467 | 262,841 |
| Other comprehensive income | – | – | – | – | (39) | 23,442 | – | 23,403 | 404 | 23,807 |
| Exchange differences on translating foreign operations |
– | – | – | – | (68) | 23,442 | – | 23,374 | 409 | 23,783 |
| Actuarial gains/(losses) recognized in equity | – | – | – | – | (2,455) | – | – | (2,455) | (5) | (2,460) |
| Cash flow hedges – Interest rate instruments | – | – | – | – | 2,484 | – | – | 2,484 | – | 2,484 |
| Comprehensive income | - | - | - | - | 224,514 | 23,442 | 33,821 | 281,777 | 4,871 | 286,648 |
| Treasury stock transactions | – | – | – | (18,554) | 1,278 | – | – | (17,276) | – | (17,276) |
| Change in scope of consolidation and reserves(2) | – | – | – | – | (435) | – | – | (435) | 797 | 362 |
| Dividends paid by Compagnie Plastic Omnium | – | – | – | – | (54,833) | – | – | (54,833) | – | (54,833) |
| Dividends paid by other Group companies | – | – | – | – | – | – | – | – | (2,595) | (2,595) |
| Stock option costs | – | – | – | – | 3,025 | – | – | 3,025 | – | 3,025 |
| Equity at December 31, 2015 | 153,577 | 9,215 | 38,637 | (52,502) | 984,620 (1) | 28,154 | 258,374 | 1,266,497 | 20,822 | 1,287,319 |
(1) See Note 5.2.1.2 for details of "Other reserves and retained earnings".
(2) See Note 5.2.1.3 for details of "Changes in scope of consolidation and reserves".
The dividend per share distributed in 2015 by Compagnie Plastic Omnium in respect of the 2014 fiscal year was €0.37 compared with €0.33 in 2014 in respect of the 2013 fiscal year (see Note 5.2.2 on dividends voted and paid).
| In thousands of euros | Notes | 2015 | 2014 |
|---|---|---|---|
| I – Cash flows from operating activities | |||
| Net income | 3.1.1 | 262,841 | 229,482 |
| Dividends received from associates and joint ventures | 24,887 | 22,685 | |
| Non-cash items | 318,389 | 302,589 | |
| Share of profit/(loss) of associates and joint ventures | 4.5 | (34,749) | (39,321) |
| Stock option plan expense | 3,025 | 2,354 | |
| Other adjustments | (1,715) | 10,420 | |
| Depreciation and provisions for impairment of fixed assets | 3.1.3 – 5.1.3 | 144,809 | 122,343 |
| Depreciation and provisions for impairment of intangible assets | 3.1.3 – 5.1.2 | 80,852 | 78,138 |
| Changes in provisions | 2,384 | 16,411 | |
| Net (gains)/losses on disposals of non current assets | 4.6 a | 887 | 1,058 |
| Proceeds from operating grants recognized in the income statement | (2,388) | (1,392) | |
| Current and deferred taxes | 4.8.1 | 75,200 | 64,168 |
| Interest expense | 50,084 | 48,410 | |
| Net operating cash generated by operations before impact of financial expenses and income tax cash payments (A) |
606,117 | 554,756 | |
| Change in inventories and work-in-progress – net | (24,649) | (37,253) | |
| Change in trade receivables – net | (81,644) | 22,576 | |
| Change in trade payables | 133,961 | 22,155 | |
| Change in other operating assets and liabilities – net | 5,958 | (24,447) | |
| Change in working capital requirements (B) | 33,626 | (16,969) | |
| Taxes paid (C) | (65,262) | (80,990) | |
| Interest paid | (52,465) | (53,411) | |
| Interest received | 2,625 | 5,871 | |
| Net financial interest paid (D) | (49,840) | (47,540) | |
| Net cash generated by operating activities (A + B + C + D) | 524,641 | 409,257 | |
| II – Cash flows from investing activities | |||
| Acquisitions of property, plant and equipment | 3.1.3 – 3.2 – 5.1.3 | (269,311) | (253,736) |
| Acquisitions of intangible assets | 3.1.3 – 5.1.2 | (108,891) | (92,697) |
| Disposals of property, plant and equipment | 4.6 a | 4,625 | 8,519 |
| Disposals of intangible assets | 4.6 a | 7,973 | 3,559 |
| Net change in advances to suppliers of fixed assets | 38,034 | 7,905 | |
| Government grants received | 4,916 | 643 | |
| Net cash used in operations-related investing activities (E) | (322,654) | (325,807) | |
| Free cash flow (A + B + C + D + E)(1) | 201,987 | 83,450 | |
| Acquisitions of shares in subsidiaries and associates, investments in associates and joint ventures and related investments |
5.1.14.1 | 101 | (208) |
| Proceeds from disposals of shares in subsidiaries and associates | 4.6 a – 5.1.14.2 | 4 | 16,610 |
| Impact of changes in scope of consolidation – Cash and cash equivalents contributed by companies entering the scope of consolidation |
5.2.1.3 | 797 | – |
| Net cash from financial investing activities (F) | 901 | 16,402 | |
| Net cash from investing activities (E + F) | (321,753) | (309,405) |
| In thousands of euros | Notes | 2015 | 2014 |
|---|---|---|---|
| III – Cash flows from financing activities | |||
| (Purchases)/sales of treasury stock, net | (17,276) | (13,922) | |
| Dividends paid to Burelle SA(2) | (32,161) | (28,684) | |
| Dividends paid to other shareholders(3) | (25,267) | (22,015) | |
| Increase in financial debt | 41,561 | 68,394 | |
| Repayment of borrowings | (52,950) | (60,311) | |
| Net cash provided by (used in) financing activities (G) | (86,094) | (56,538) | |
| Effect of exchange rate changes (H) | (793) | 5,119 | |
| Net change in cash and cash equivalents (A + B + C + D + E + F + G + H) | 116,001 | 48,433 | |
| Net cash and cash equivalents at beginning of period | 5.1.13.2 | 531,264 | 482,831 |
| Cash and cash equivalents at end of period | 5.1.13.2 | 647,265 | 531,264 |
(1) "Free Cash Flow" is an important concept for the Plastic Omnium Group. It is used in all of the Group's external financial communication (press releases) and, in particular, for annual and interim results presentations.
(2) Compagnie Plastic Omnium paid the dividend to Burelle SA in full over the two periods.
(3) In 2015, the dividend paid to other shareholders amounting to €22,672 thousand (compared with €20,062 thousand in 2014) was paid by Compagnie Plastic Omnium, bringing the total dividends paid by Compagnie Plastic Omnium to €54,833 thousand (compared with €48,746 thousand in 2014). See Note 5.2.2 "Dividends voted and paid by Compagnie Plastic Omnium".
The consolidated financial statements of the Plastic Omnium Group for the fiscal year ended December 31, 2015 were approved by the Board of Directors of February 24, 2016. They will be submitted to the Combined Shareholders' Meeting of April 28, 2016 for approval.
Compagnie Plastic Omnium, a company governed by French law, was set up in 1946. The bylaws set its duration until April 24, 2112. The Company is registered in the Lyon Trade and Companies Register under number 955 512 611 and its registered office is at 19, boulevard Jules-Carteret, 69007 Lyon, France.
The terms "Compagnie Plastic Omnium", "the Group" and "the Plastic Omnium Group" all refer to the group of companies comprising Compagnie Plastic Omnium and its consolidated subsidiaries.
The Plastic Omnium Group is a world leader in the transformation of plastic materials for the automotive market (body component modules, fuel storage and distribution systems) representing 92.3% of its consolidated sales (93.6% of its economic sales) and for local authorities (waste collection containers and highway signage) for the remainder of its sales revenue.
Plastic Omnium Group shares have been traded on the Paris Stock Exchange since 1965. Listed on Eurolist in compartment A since January 17, 2013, the Group is part of the SBF 120 and the CAC Mid 60 indices. The Group's main shareholder is Burelle SA, which owned 56.60% of the Group's shares (58.71% excluding treasury stock) at December 31, 2015.
The unit of measurement used in the Notes to the consolidated financial statements is thousands of euros, unless otherwise indicated.
The accounting policies used to prepare the consolidated financial statements are those applied by the Group at December 31, 2014. They comply with the International Financial Reporting Standards (IFRS) standards and interpretations adopted for use in the European Union at December 31, 2015 and are available on the website: http:// ec.europa.eu/internal_market/accounting/ias_fr.htm#adopted-commission. IFRS includes the International Accounting Standards (IAS), International Financial Reporting Standards (IFRS) and interpretations published by the International Financial Reporting Interpretations Committee (IFRIC). These principles are not materially different from the mandatory standards and interpretations published by the IASB and applicable with effect from December 31, 2015.
The accounting policies applied by the Group are described in Note 1 "Basis of Preparation" to the 2014 consolidated financial statements, except for those affected by the new standards and amendments mandatory from January 1, 2015. In fact, the Group applied IFRIC 21 which specifies the accounting rules for various taxes, duties and other levies falling within the scope of IAS 37 "Provisions, contingent liabilities and contingent assets" as well as other standards mandatory from January 1, 2015 ("Annual improvements" – 2011-2013 cycle), without any material impact on the Group's 2015 financial statements.
Furthermore, the Group has changed the way the share of profit of associates and joint ventures is shown in the consolidated income statement in order to provide more relevant information; because these companies' operations impact the continuing business activity of the Group, the share of their profits is now shown at the operating margin level.
The impact of IFRS 9 "Financial Instruments" and IFRS 15 "Revenue from Contracts with Customers", published in 2015 by the IASB with an application date of January 1, 2018 but not yet adopted by the European Union, is currently being analyzed by the Group. At this stage, the analyses have not revealed any material impact.
Entities in which the Group owns more than 50% of the voting rights are fully consolidated. Entities in which the Group owns less than 50% but that are controlled in substance are also fully consolidated.
The companies over which the Group exercises joint control with other shareholders, regardless of the shareholding percentage, treated as "joint ventures" insofar as the Group does not have joint operations, in addition to the companies over which the Group exercises significant influence, and treated as "Investments in associates" (significant influence is assumed when the Group holds more than 20% of the voting rights in a company) are recognized using the equity method.
Non-controlling interests correspond to the share of the Group's interest attributable to outside shareholders. They are presented as a separate item in the income statement and under equity in the consolidated balance sheet, separately from profit and equity attributable to owners of the parent.
Non-controlling interests may be measured either at fair value at the acquisition date (i.e. including a share of goodwill) or at their proportionate share of the fair value of the identifiable net assets acquired. The option is available on a transaction-by-transaction basis.
Changes in a parent's ownership interest in a subsidiary that do not result in a loss of control are recognized as equity transactions. Accordingly, when the Group's interest in a controlled entity is increased (or reduced), without control being acquired (or lost), the difference between the acquisition price (or disposal value) and the carrying amount of the share of the net assets acquired (sold) share is recorded in equity.
Segment information is presented on the basis of the segments identified in the Group's internal reporting and notified to the management in order to decide on the allocation of resources and for performance analysis.
The Group is managed on the basis of two operational segments:
Business combinations are recognized by applying the acquisition method. Under this method, assets, liabilities and identifiable contingent liabilities acquired are recognized at their fair value on the acquisition date.
Goodwill is recognized as the excess of (i) the consideration transferred to the vendor plus (ii) the amount of any non-controlling interest in the company acquired over (iii) the net balance of the identifiable assets and liabilities acquired.
In a business combination carried out in stages, the consideration also includes the acquisition-date fair value of the acquirer's previously held equity interest in the acquired company. The previously held equity interest is measured at fair value through profit or loss.
Acquisition-related costs are recorded as expenses.
The fair value adjustments of assets and liabilities acquired are offset against goodwill adjustments for a period of twelve months after the acquisition date. After that date, any changes in value are recognized in profit or loss, including any changes in tax assets.
Plastic Omnium Group uses the euro as its presentation currency in the consolidated financial statements. Financial statements of foreign subsidiaries are prepared in their functional currency i.e. the currency of the economic environment in which an entity operates; it is usually the local currency, except for certain subsidiaries that carry out the majority of their transactions in another currency. These accounts are translated into the Group's presentation currency, as follows:
• balance sheet items, other than equity, are translated at the exchange rate on the balance sheet date;
Goodwill arising from business combinations with foreign entities is recognized in the functional currency of the acquired entity. They are then translated into the Group's presentation currency at the closing rate, with the translation difference recorded in equity. On disposal of the entire interest in a foreign operation, the related translation differences initially recognized in equity, are reclassified in profit or loss.
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rate in force on the transaction date. When the accounts are being drawn up, foreign currency monetary items are translated using the rate at the balance sheet date.
The resulting translation difference is recognized in the income statement under "Other operating income and expense" for transactions related to operating activities, and under "Other financial income and expenses" for financial transactions.
Borrowings in foreign currencies obtained from the Group by a subsidiary, for which repayment is neither planned nor likely in the foreseeable future, are considered as part of the net investment of the Plastic Omnium Group in this foreign business. The corresponding translation adjustments are recorded under equity.
Revenue is recognized when control and the risks and rewards of ownership are transferred, and it is likely that future economic benefits associated with the transaction will flow to the Group and the amount of this revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, net of any trade discounts and volume rebates as well as any other sales taxes or customs duties.
Revenue from the sale of goods and from wholesale transactions is recognized when the material risks and rewards of ownership of the goods are transferred to the buyer, generally on delivery.
Revenue generated during the project phase of automotive contracts (development work and production of tooling) is recognized when the main risks and rewards of ownership have been transferred to the customer. A determining factor in the Group's analysis is whether or not the customer has formally agreed to the price.
When a contractual agreement has been signed with the customer concerning the sale price of the tooling, the tooling is considered as having been sold and the related revenue is recognized on the basis of the stage of completion validated by the customer and, at the latest, on the first day of series production of the model concerned. Similarly, when the Group has a contractual agreement with customers, development revenue billed on a time-spent basis is gradually recognized using the stage of completion method.
Where there is no such agreement with the customer (e.g.: where the customer finances the project by "development unit" with no volume guarantee), the Group does not believe the material risks and rewards are transferred to the client; the tooling and/or development time expenses are then recognized in the Group's property, plant and equipment and/or intangible assets, and amortized over the life of the series. Where necessary, income from the customer is recognized in revenue over the lifetime of the series.
Most lease-maintenance contracts are operating leases. Revenue from lease-maintenance contracts classified as operating leases is recognized on a straight-line basis over the lease term. Services provided under contracts classified as finance leases are recognized as a sale, for an amount corresponding to the sum of the survey and equipment installation costs and the estimated sale price of the equipment made available.
Receivables are initially recognized at fair value. Fair value generally represents the nominal amount of the receivable when the corresponding sale is subject to routine payment terms. Provisions for doubtful accounts are recorded when there is objective evidence that the receivables are impaired. Their amount is determined separately for each customer.
Finance receivables mainly correspond to lease-financing sales in the Environment business, and development and tooling sales for which the Group has signed an agreement enabling customers to pay in installments (for example: "development unit" prices contractually agreed by customers.) These latter receivables are originally due in more than one year and may be interest-bearing in the framework of an asset financing agreement with the customer. The corresponding finance income is recognized in revenue. Finance receivables are deducted from the calculation of net debt.
Sold receivables, which are removed from the balance sheet, meet the following criteria:
The risks taken into account are:
Operating margin corresponds to profit from fully consolidated companies, before other operating income and expenses which consist mainly of:
Amortization of contractual customer relationships acquired in business combinations is recognized as a separate component of operating margin.
Since the 2015 fiscal year, a share of profit of associates and joint ventures has also been shown in the operating margin as a separate line item (see Note 1.1).
Consequently, the Group shows an operating margin prior to taking into account amortization of intangible assets from acquisitions within the framework of business combinations and the share of profit of associates and joint ventures, and an operating margin after taking these factors into account.
The operating margin, after taking these factors into account, is the main performance indicator used by the Group.
Certain research expenditure by Group subsidiaries qualifies for French tax credits. These credits are included under operating margin as a deduction from "Net research and development costs", see Notes 4.1 "Analysis of research and development costs" and 4.2 "Cost of sales, development, selling and administrative costs".
Material development costs are recognized as an intangible asset when the entity can demonstrate in particular:
Development hours devoted to an Automotive Division project subject to a customer contractual payment agreement are considered as sold and expensed on the basis of the stage of completion. The revenue recognition policy is described in Note 1.1.7 "Sales/Revenue".
Costs incurred on orders for specific tooling and molds subject to a customer contractual payment agreement are considered as sold and recognized in inventories. Related income is recognized in "Revenue" based on the percentage of the total cost incurred on the date of technical acceptance, or, at the latest, on the first day of series production. Amounts received prior to these dates are recorded under "Customer prepayments".
Development hours financed by the customer under "development unit" pricing and not covered by a customer contractual volume undertaking or payment guarantee are recognized under intangible assets in progress during the development phase.
These capitalized development amounts are amortized when daily output reaches 30% of estimated production and, at the latest, three months after the first day of series production. Amortization is calculated on a straight-line basis over the estimated period of series production, which averages three years for body parts and five years for fuel systems.
Other research and development costs are recognized under expenses for the period in which they are incurred.
Other intangible assets are measured at cost less accumulated amortization and impairment losses. They are amortized on a straightline basis over their estimated useful lives.
They mainly include "Plastic Omnium Auto Inergy" and "Ford-Milan" customer contractual relationships.
These assets are tested for impairment whenever there is objective evidence that they are impaired.
Costs corresponding to start-up phases, including organization costs, are included in expenses in accordance with the pace at which they are incurred. They correspond to the use of new production capacities or techniques. As indicated in Note 1.1.9. pre-start-up costs for new plants are recognized under other operating expenses.
Plastic Omnium Group goodwill is not amortized but is tested for impairment at least once a year, at the year end, and on the interim balance sheet date if there is objective evidence of impairment.
Impairment tests are carried out at the level of each cash generating unit (CGU) or groups of units generating cash and cash equivalents, namely:
The Group presents its segment information in two "reportable segments", Automotive and Environment (see Note 3 "Segment information"), and information on Goodwill is presented on the same basis (see Note 5.1.1 "Goodwill").
The carrying amount of each CGU's assets (including goodwill) is compared with its recoverable amount. Recoverable amount is the higher of fair value less the costs to sell and value in use, determined by the discounted cash flow method.
Future cash flows are estimated based on the Group's four-year business plan, revised where necessary to take into account the most recent market conditions. The terminal value is calculated by capitalizing projected cash flows for the last year covered by the business plan, using a long-term growth rate that reflects the outlook for the market concerned. The cash flow projections are then discounted.
The assumptions used to determine the discount rates take into account:
Sensitivity tests of a 0.5% increase in the discount rate or a reduction of 0.5% on the long-term growth rate or a reduction of 0.5% in the operating margin rate are regularly carried out.
Negative goodwill (badwill) is recorded in the income statement during the year of acquisition.
Goodwill is measured annually at cost, less any accumulated impairment losses. Impairment losses recognized on goodwill are irreversible.
Property, plant and equipment are initially recorded at acquisition cost, or production cost for assets manufactured by the Group (or by a subcontractor) for its own use, or at fair value in the case of assets acquired without consideration.
Gains and losses on intra-group sales or acquisitions of property, plant and equipment are eliminated in the consolidated financial statements.
Property, plant and equipment are subsequently recognized at their cost less accumulated amortization and accumulated impairment losses.
After initial recognition, property and industrial buildings are measured at depreciated cost. Maintenance and repair costs to restore or maintain the future economic benefits expected based on the asset's estimated level of performance at the time of acquisition are recognized as an expense as incurred.
Assets acquired under finance leases are recognized in property, plant and equipment at the lower of their fair value and the present value of future minimum lease payments. They are depreciated at the same rate as assets that are owned outright. Contracts classified as finance leases primarily concern industrial buildings, major functional assemblies such as paint lines and presses, and containers leased by Plastic Omnium Environment.
Property, plant and equipment are depreciated by the straight-line method over the following estimated useful lives:
| Buildings and fixtures | 20-40 years |
|---|---|
| Presses, blow molding and transformation | 7-12 years |
| Machining, finishing and other equipment | 3-7 years |
| Containers (Plastic Omnium Environment) | 8 years |
Each significant part of a property asset or major functional assembly, such as a paint line, press or blow molding machine, is depreciated separately over its specific estimated useful life.
Property, plant and equipment are tested for impairment when the decision is made to cease production, to withdraw a product manufactured using the assets concerned or to close a facility.
The elements in the "Investment property" section of the assets on the Group's balance sheet are not included in ordinary operations. These assets, which belong to the Group, correspond to real estate as follows:
The Group may select to use all or part of a property whose use has yet to be decided (in which case the relevant part is reclassified as owner-occupied property) or to lease it under one or more operating leases.
Investment property is measured at fair value at the balance sheet date, with changes in fair value recognized in profit or loss. The same accounting treatment is applied to the land on which the property is constructed. The land and buildings are valued at regular intervals as part of the year-end closing process by an independent valuer. Between two valuations, the Group is kept informed of any material changes in the real estate market. The fair value determined by the valuer is calculated by direct reference to observable prices in an active market (fair value level 2).
Properties or parts of properties previously classified under investment property and reclassified as operating property when the Group decides to use them for its own occupation are recognized at their carrying amount on the transfer date.
When properties are moved from the "Property, plant and equipment" category to the "Investment property" category, any difference between their carrying amount and their fair value on that date is accounted for as a revaluation.
Raw materials and supplies are measured at the lower of cost and net realizable value.
A provision for impairment is recorded when the estimated selling price of the related finished products in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale, is less than the carrying amount of the raw materials or supplies.
Finished and semi-finished products are measured at standard production cost, adjusted annually. Cost includes raw materials and direct and indirect production costs. It does not include any administrative overheads or IT costs that are unrelated to production or any research and development or distribution costs. In addition, it does not include the cost of any below normal capacity utilization.
At each balance sheet date, the gross value of finished and semi-finished products is compared to their net realizable value, determined as explained above, and a provision for impairment is recorded when necessary.
Current and non current debt are valued using the amortized cost method and the effective interest rate.
Provisions for contingencies and charges are recorded when the Group has obligations to third parties involving a likely outflow of resources in favor of these third parties, and no equivalent benefit is expected to be received by the Group. Losses identified on onerous contracts, i.e. contracts where the unavoidable costs of meeting the obligations under the contract exceed the expected economic gains from said contracts, are recognized under provisions. These provisions for contingencies and charges are recognized in current or non current liabilities according to whether they are short- or medium-long term in nature.
The cost of downsizing plans is recognized in the period in which a detailed plan is drawn up and announced to the employees concerned or their representatives.
All Group employees are covered by pension and other long-term post-employment benefit plans. Pension plans comprise both defined contribution and defined benefit plans.
The cost of defined contribution plans, corresponding to salary-based contributions to government-sponsored pension and death/disability insurance plans made in accordance with local laws and practices in each country is recognized in operating expense. The Group has no legal or constructive obligation to pay any additional contributions or any future benefits. Consequently, no benefit obligation is recognized in respect of these defined contribution plans.
The Group's defined benefit plans are mainly post-employment benefit plans, consisting of length-of-service awards payable to employees of the French companies in the Group and:
Provisions for employee defined benefit plans are calculated on an actuarial basis by independent actuaries using the projected unit credit method.
The calculations take into account:
In the case of funded defined benefit plans, the obligations are deducted from the fair value of plan assets at the reporting date. This valuation builds in long-term profitability assumptions of invested assets calculated on the basis of the discount rate used to value Company commitments.
Changes in provisions for defined benefit obligations are recognized over the benefit vesting period, under "Operating expenses" in the income statement, except for:
Other long-term benefits mainly correspond to long-service awards payable to employees of French companies in the Group.
Actuarial gains and losses on "Other long-term benefit plans" (mainly long-service awards) are recognized immediately in profit or loss.
Government grants are recognized as a liability in the balance sheet and correspond to grants to finance investments in new facilities, production equipment or research and development programs.
They are reclassified in gross profit over the periods and in the proportions in which the acquired assets are depreciated.
Treasury stock is recorded as a deduction from equity, regardless of the purpose for which the shares are being held.
Proceeds from sales of treasury stock are recorded directly as an increase in the Group's equity and gains or losses on the sales therefore have no impact on profit for the year.
Options allocated under stock option plans are measured at their fair value at the date of grant by the Board of Directors, using the Black & Scholes option pricing model.
The fair value is recognized in "Employee benefits expense" on a straight-line basis over the option vesting period, with a corresponding adjustment to reserves.
When options are exercised, the cash amount received by the Group for the exercise price is recorded in cash and cash equivalents with a corresponding adjustment to consolidated reserves.
Financial assets include equity interests in companies that are not consolidated because they are not controlled by the Group (either alone or jointly with a partner) or because the Group does not exercise significant influence over their management, as well as loans and securities.
Financial assets are classified as non current assets, except for assets maturing within twelve months of the balance sheet date which are recorded under current assets or cash equivalents, as appropriate.
Equity interests in companies over which the Group does not exercise control or significant influence are classified as available-for-sale financial assets. They are measured at their fair value at the closing date. Changes in fair value are directly recorded in equity. An impairment is recorded in the income statement when there is objective evidence that these securities have lost value. A significant or prolonged drop in the fair value with reference to the acquisition value is objective evidence of a loss in value. This impairment cannot be written back.
Other financial assets comprise loans, security deposits and surety bonds. They are measured at amortized cost. Whenever there is any objective evidence of impairment – i.e. the carrying amount is lower than the recoverable amount – an impairment provision is recognized through profit or loss. These provisions may be reversed if the recoverable amount subsequently increases.
In order to manage its interest rate risk, the Group uses over the counter derivatives. These hedging instruments are recognized and measured in the balance sheet at fair value.
Changes in the fair value of instruments described as "Cash flow hedges" are recorded under "Other comprehensive income" (equity) for the efficient parts and under "Net financial income" for the inefficient parts.
Changes in the fair value of instruments that do not qualify for hedge accounting are recognized directly in profit or loss.
Cash and cash equivalents presented in the statement of cash flows are short-term, highly liquid investments that are readily convertible into known amounts of cash and are subject to an insignificant risk of change in value. Cash comprises cash at bank and in hand, shortterm deposits and bank balances in credit, except for funds used to cover short- or medium-term cash needs arising in the ordinary course of business. The latter are considered to represent sources of financing and, as such, are excluded from cash and cash equivalents. Cash equivalents correspond to the temporary investment of surplus cash in instruments with short maturities (money market mutual funds, negotiable debt securities, etc.). Changes in their fair value are recognized in profit or loss.
The following items are classified as "Assets held for sale" on the balance sheet, as soon as the assets or groups of assets are available for sale in their current state and the sale is highly probable:
Liabilities related to these assets, groups of assets, activities or entities held for sale are also presented as a separate item under liabilities in the balance sheet: "Liabilities directly related to assets held for sale".
Assets (or disposal groups) classified as held for sale are no longer depreciated. They are measured at the lower of their carrying amount and selling price, less costs to sell. Any impairment losses are recognized by the Group in "Other operating expense".
In the balance sheet, data related to "Assets held for sale and discontinued operations" shown separately in the financial statements do not give rise to a restatement of prior years in terms of presentation.
In the income statement, the profit/loss (from the period and from sale) of business operations or entities that meet the definition of a discontinued operation are reported as a separate line item entitled "Net income from discontinued operations" in each of the fiscal years presented.
Deferred taxes related to temporary differences between the carrying amount of assets and liabilities on the balance sheet and their tax base are recognized by the Plastic Omnium Group without discounting.
Deferred taxes are calculated using the liability method based on the most recent enacted tax rate (or the rate substantively enacted) at the balance sheet date that is applicable to the period in which the temporary differences reverse.
Tax credits and deferred tax assets on tax loss carryforwards and other temporary differences are only recognized when it is probable in the relative near term that sufficient taxable earnings will be generated to permit their utilization.
In order to prepare its financial statements, the Plastic Omnium Group uses estimates and assumptions to value certain assets, liabilities, income, expenses and commitments. These estimates and assumptions are reviewed by senior management at regular intervals. The amounts shown in the future financial statements of the Group may reflect changes in these estimates or assumptions in consideration of experience or changes in circumstances or economic conditions.
As a general rule, estimates and assumptions used during the fiscal year are based on the latest available information on the balance sheet date. Estimates may be revised depending on developments in the underlying assumptions. The assumptions used mainly concern:
The recognition of deferred tax assets depends on the probability of sufficient taxable earnings being generated to permit their utilization. The Group makes regular estimates of future taxable earnings, mainly in its medium-term business plans. These estimates take account of the recurring or non-recurring nature of certain losses and expenses.
The Group, assisted by independent actuaries, adopts assumptions for actuarial valuations in respect of its defined benefit pension plans (see Notes 1.1.19 and 5.2.6 "Provisions for pensions and other post-employment benefits") concerning:
Asset impairment tests are conducted notably on goodwill and on development costs for automotive projects recognized as intangible assets. Within the framework of these tests, in order to determine the recoverable value, the concepts of fair value net of disposal costs and value in use obtained by the discounted cash flow method are used. These tests are based on assumptions concerning future flows of operational cash and cash equivalents and the discount rate. Assumptions that could significantly impact the financial statements concern in particular the discount rate and growth rates.
On December 14, 2015, Compagnie Plastic Omnium signed an MOU (Memorandum of Understanding) with the Faurecia Group to acquire its Exterior Systems business (bumpers and front-end modules) for an enterprise value of €665 million.
This consolidation of the French automotive sector creates a global leader in automotive equipment.
The Exterior Systems business of Faurecia Group has €2 billion in sales and employs 7,700 people at 22 industrial sites in Germany, France, Spain, Slovakia and North and South America. Half of the sales come from Germany where Plastic Omnium has no production sites for this business.
The transaction will firstly be reviewed by employee representative bodies in the countries concerned and then be submitted to the Competition Authorities for approval. The transaction should be completed in the second half of 2016.
The impact of the transaction on the 2015 consolidated financial statements only affects consultancy fees. They are recognized under other operating expenses (see Note 4.6).
The official opening of the Lyon Gerland site took place on March 30, 2015. The project consisted of the construction of 33,000 sq.m. of office buildings by the Group (including 3,000 sq.m. of service buildings) for the rental market.
Total investment stands at €80.6 million (excluding the land value) since the start of the project, including:
The site is currently more than 80% occupied by a third-party tenant. The Plastic Omnium Group uses around 900 sq.m.
This property is classified as investment property. See Note 5.1.5 "Investment Property".
Construction of the plant in Chattanooga in the state of Tennessee, United States, was completed in spring 2015. Part of the Auto Exterior Division of the Automotive Division, it produces exterior body parts for Volkswagen and should ultimately accommodate nearly 180 employees. Investment stands at €46.2 million (US\$54.5 million) of which:
The construction of the General Motors plant in Fairfax in the state of Kansas, United States, was completed in the fall of 2015. Part of the Inergy Division of Automotive Division, it produces fuel systems for the General Motors assembly plant. The site should ultimately employ nearly 50 people.
The investment has been financed by the customer, General Motors, except for the industrial equipment.
To this end, the Group:
The Group started construction on a plant in Warrington in the United Kingdom in the first half of 2015, which should be completed in 2016. It is part of the Auto Exterior Division of the Automotive Division and will produce exterior body parts for the carmaker Jaguar Land-Rover.
Investments amounted to €60.9 million (£44.9 million), of which:
The Group is divided into two operating segments: Automotive and Environment.
For operational management purposes the Group uses the concept of economic sales, which corresponds to the consolidated sales of the Group and its joint ventures up to the Group's percentage stake: HBPO, a German company and world leader in front-end modules, Yanfeng Plastic Omnium, the Chinese leader in exterior body parts, BPO, a major player in the Turkish market for exterior equipment and Plastic Recycling, a specialist company in plastics recycling.
The columns in the tables below show the amounts for each segment. The "Unallocated items" column groups together inter-segment eliminations and amounts that are not allocated to a specific segment (e.g. holding company activities) so as to reconcile segment information to the Group's financial statements. Financial results, taxes and the share of profit/(loss) of associates are monitored by the Group and not allocated to the segments. Inter-segment transactions are carried out on an arm's length basis.
segment
| In thousands of euros | 2015 | |||||
|---|---|---|---|---|---|---|
| Automotive | Environment | Unallocated items(3) |
Total | |||
| Economic sales(1) | 5,596,732 | 385,767 | – | 5,982,499 | ||
| Including Sales from joint ventures at the Group's percentage stake | 972,604 | – | – | 972,604 | ||
| Sales to third parties | 4,624,217 | 385,828 | (150) | 5,009,895 | ||
| Sales between segments | (89) | (61) | 150 | – | ||
| Consolidated revenue | 4,624,128 | 385,767 | – | 5,009,895 | ||
| % of segment revenue – Total | 92.3% | 7.7% | 100.0% | |||
| Operating margin before amortization of intangible assets acquired in business combinations and before share of profit of associates and joint ventures |
430,774 | 22,989 | – | 453,763 | ||
| % of segment revenue | 9.3% | 6.0% | 9.1% | |||
| Amortization of intangible assets acquired in business combinations |
(18,795) | – | – | (18,795) | ||
| Share of profit/(loss) of associates and joint ventures | 34,749 | – | – | 34,749 | ||
| Operating margin(2) | 446,728 | 22,989 | – | 469,717 | ||
| % of segment revenue | 9.7% | 6.0% | 9.4% | |||
| Other operating income | 19,551 | 1,392 | – | 20,943 | ||
| Other operating expenses | (89,936) | (6,505) | – | (96,441) | ||
| % of segment revenue | –1.5% | –1.3% | –1.5% | |||
| Finance costs, net | (53,646) | |||||
| Other financial income and expenses, net | (2,532) | |||||
| Profit from continuing operations before income tax and after share in associates and joint ventures |
338,041 | |||||
| Income tax | (75,200) | |||||
| Net income | 262,841 |
(1) Economic sales correspond to the consolidated sales of the Group and of its joint ventures up to the Group's percentage stake.
(2) Operating margin after amortization of intangible assets acquired in business combinations and after share of profit of associates and joint ventures: the Group has changed the way the share of profit of associates and joint ventures is shown in the consolidated income statement; it is now shown at the operating margin level.
(3) "Unallocated items" correspond to inter-segment eliminations and amounts that are not allocated to a specific segment (for example, holding company activities). This column is included to enable segment information to be reconciled to the Group's financial statements.
| In thousands of euros | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Automotive | Environment | Unallocated items(3) |
Total | |||||
| Economic sales(1) | 4,840,342 | 410,432 | – | 5,250,775 | ||||
| Including Sales from joint ventures at the Group's percentage stake | 792,278 | 21,292 | – | 813,570 | ||||
| Sales to third parties | 4,048,150 | 389,397 | (342) | 4,437,205 | ||||
| Sales between segments | (86) | (256) | 342 | – | ||||
| Consolidated revenue | 4,048,064 | 389,141 | – | 4,437,205 | ||||
| % of segment revenue – Total | 91.2% | 8.8% | 100.0% | |||||
| Operating margin before amortization of intangible assets acquired in business combinations and before share of profit of associates and joint ventures |
344,363 | 27,194 | – | 371,557 | ||||
| % of segment revenue | 8.5% | 7.0% | 8.4% | |||||
| Amortization of intangible assets acquired in business combinations |
(18,297) | – | – | (18,297) | ||||
| Share of profit/(loss) of associates and joint ventures | 38,163 | 1,158 | – | 39,321 | ||||
| Operating margin(2) | 364,229 | 28,352 | – | 392,581 | ||||
| % of segment revenue | 9.0% | 7.3% | 8.8% | |||||
| Other operating income | 2,804 | 569 | – | 3,373 | ||||
| Other operating expenses | (28,956) | (9,054) | – | (38,010) | ||||
| % of segment revenue | –0.6% | –2.2% | –0.8% | |||||
| Finance costs, net | (51,244) | |||||||
| Other financial income and expenses, net | (13,050) | |||||||
| Profit from continuing operations before income tax and after share in associates and joint ventures |
293,650 | |||||||
| Income tax | (64,168) | |||||||
| Net income | 229,482 |
(1) Economic sales correspond to the consolidated sales of the Group and of its joint ventures up to the Group's percentage stake.
(2) Operating margin after amortization of intangible assets acquired in business combinations and after share of profit of associates and joint ventures: the Group has changed the way the share of profit of associates and joint ventures is shown in the consolidated income statement; it is now shown at the operating margin level.
(3) "Unallocated items" correspond to inter-segment eliminations and amounts that are not allocated to a specific segment (for example, holding company activities). This column is included to enable segment information to be reconciled to the Group's financial statements.
| 3.1.2. Consolidated balance sheet data by operating segment | |||||
|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | ------------------------------------------------------------- |
| In thousands of euros Net amounts |
Automotive | Environment | Unallocated items |
Total |
|---|---|---|---|---|
| December 31, 2015 | ||||
| Goodwill | 168,225 | 119,271 | – | 287,496 |
| Intangible assets | 355,491 | 15,943 | 9,730 | 381,164 |
| Property, plant and equipment | 1,035,158 | 63,783 | 50,274 | 1,149,215 |
| Investment property | – | – | 93,263 | 93,263 |
| Inventories | 305,564 | 41,849 | – | 347,413 |
| Trade receivables | 522,801 | 46,778 | 8,276 | 577,855 |
| Other | 175,748 | 10,955 | 38,986 | 225,689 |
| Finance receivables(1) (C) | 51,439 | 4,091 | – | 55,530 |
| Current accounts and other financial assets (D) | (270,706) | (17,395) | 343,154 | 55,053 |
| Available-for-sale financial assets – FMEA 2 (F) | – | – | 1,172 | 1,172 |
| Hedging instruments (E) | 253 | – | 1,305 | 1,558 |
| Net cash and cash equivalents(2) (A) | 115,245 | 6,071 | 525,949 | 647,265 |
| Total segment assets | 2,459,218 | 291,346 | 1,072,109 | 3,822,673 |
| Borrowings (B) | 101,907 | 3,695 | 922,495 | 1,028,097 |
| Segment liabilities | 101,907 | 3,695 | 922,495 | 1,028,097 |
| Segment net debt = (B – A – C – D – E – F)(3) | 205,676 | 10,928 | 50,915 | 267,519 |
| December 31, 2014 | ||||
| Goodwill | 165,378 | 119,192 | – | 284,570 |
| Intangible assets | 323,543 | 17,319 | 10,856 | 351,718 |
| Property, plant and equipment | 892,763 | 68,327 | 47,380 | 1,008,470 |
| Investment property | – | – | 88,825 | 88,825 |
| Inventories | 257,796 | 41,850 | 13,830 | 313,476 |
| Trade receivables | 443,221 | 43,365 | 15,016 | 501,602 |
| Other receivables | 151,873 | 9,126 | 33,282 | 194,281 |
| Finance receivables(1) (C) | 56,034 | 5,619 | – | 61,653 |
| Current accounts and other financial assets (D) | (326,310) | 636 | 348,486 | 22,811 |
| Available-for-sale financial assets – FMEA 2 (F) | – | – | 1,372 | 1,372 |
| Hedging instruments (E) | – | – | 374 | 374 |
| Net cash and cash equivalents(2) (A) | 132,915 | 6,536 | 391,813 | 531,264 |
| Total segment assets | 2,097,213 | 311,970 | 951,234 | 3,360,417 |
| Borrowings (B) | 86,706 | 6,450 | 913,856 | 1,007,012 |
| Segment liabilities | 86,706 | 6,450 | 913,856 | 1,007,012 |
| Segment net debt = (B – A – C – D – E – F)(3) | 224,067 | (6,341) | 171,811 | 389,537 |
(1) At December 31, 2015, "Finance receivables" included €36,697 thousand reported in the balance sheet under "Other non current financial assets" against €30,440 thousand at December 31, 2014, and €18,833 thousand reported under "Finance receivables – current portion" against €31,213 thousand at December 31, 2014.
(2) Net cash and cash equivalents as reported in the statement of cash flows. See also Note 5.1.13.2 "Net cash and cash equivalents at end of period".
(3) See Note 5.2.7.1 "Net debt indicator used by the Group" and Note 5.2.7.5 "Reconciliation of gross and net debt".
| 2015 In thousands of euros |
Automotive | Environment | Unallocated items |
Total |
|---|---|---|---|---|
| Acquisitions of intangible assets | 106,961 | 740 | 1,190 | 108,891 |
| Capital expenditure including acquisitions of investment property |
242,613 | 14,034 | 12,664 | 269,311 |
| Depreciation and amortization expense(1) | (201,882) | (16,091) | (7,688) | (225,661) |
| 2014 In thousands of euros |
Automotive | Environment | Unallocated items |
Total |
| Acquisitions of intangible assets | 90,620 | 671 | 1,406 | 92,697 |
| Capital expenditure including acquisitions of investment property |
191,291 | 13,184 | 49,261 | 253,736 |
| Depreciation and amortization expense(1) | (177,898) | (16,454) | (6,129) | (200,481) |
(1) This item corresponds to depreciation, amortization and impairments of property, plant and equipment and intangible assets, including the amortization of intangible assets (brands and client contracts) acquired in business combinations.
The following table shows revenue generated by the Group's subsidiaries in the regions or market countries indicated below:
| 2015 | 2014 | ||||
|---|---|---|---|---|---|
| In thousands of euros | Totals | % | In thousands of euros | Totals | % |
| France | 746,508 | 12.5% | France | 666,901 | 12.7% |
| North America | 1,683,288 | 28.1% | North America | 1,400,946 | 26.7% |
| Europe excluding France | 2,333,553 | 39.0% | Europe excluding France | 2,115,459 | 40.3% |
| South America | 162,317 | 2.7% | South America | 178,880 | 3.4% |
| Africa | 55,497 | 0.9% | Africa | 53,368 | 1.0% |
| Asia | 1,001,336 | 16.7% | Asia | 835,221 | 15.9% |
| Economic sales | 5,982,499 | 100% | Economic sales | 5,250,775 | 100% |
| Including Sales from joint ventures at the Group's percentage stake |
972,604 | Including Sales from joint ventures at the Group's percentage stake |
813,570 | ||
| Consolidated revenue | 5,009,895 | Consolidated revenue | 4,437,205 |
| 2015 | 2014 | ||||
|---|---|---|---|---|---|
| In thousands of euros | Totals | % | In thousands of euros | Totals | % |
| United States | 1,161,243 | 19.4% | United States | 947,803 | 18.1% |
| Germany | 748,501 | 12.5% | Germany | 694,025 | 13.2% |
| France | 746,508 | 12.5% | France | 666,901 | 12.7% |
| China | 510,958 | 8.5% | China | 428,904 | 8.2% |
| Mexico | 472,154 | 7.9% | Mexico | 380,933 | 7.3% |
| United Kingdom | 427,310 | 7.1% | Spain | 369,364 | 7.0% |
| Spain | 384,507 | 6.4% | United Kingdom | 351,288 | 6.7% |
| South Korea | 244,124 | 4.1% | Slovakia | 207,329 | 3.9% |
| Slovakia | 233,974 | 3.9% | South Korea | 200,115 | 3.8% |
| Hungary | 129,430 | 2.2% | Brazil | 106,060 | 2.0% |
| Others | 923,790 | 15.4% | Other | 898,053 | 17.1% |
| Economic sales | 5,982,499 | 100% | Economic sales | 5,250,775 | 100% |
| Including Sales from joint ventures at the Group's percentage stake |
972,604 | Including Sales from joint ventures at the Group's percentage stake |
813,570 | ||
| Consolidated revenue | 5,009,895 | Consolidated revenue | 4,437,205 |
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| Automotive manufacturers | Automotive manufacturers | |||||
| In thousands of euros | Totals | % of total Automotive revenue |
In thousands of euros | Totals | % of total Automotive revenue |
|
| Volkswagen – Porsche | 954,310 | 17.1% | Volkswagen – Porsche | 787,975 | 16.3% | |
| General Motors | 886,897 | 15.8% | General Motors | 747,506 | 15.4% | |
| PSA Peugeot Citroën | 651,540 | 11.6% | PSA Peugeot Citroën | 601,729 | 12.4% | |
| Renault/Nissan | 555,357 | 9.9% | Renault/Nissan | 471,580 | 9.7% | |
| BMW | 508,216 | 9.1% | BMW | 491,368 | 10.2% | |
| Total – main manufacturers | 3,556,320 | 63.5% | Total – main manufacturers | 3,100,158 | 64.0% | |
| Other automotive manufacturers | 2,040,412 | 36.5% | Other automotive manufacturers | 1,740,184 | 36.0% | |
| Total Automotive Segment – Economic sales |
5,596,732 | 100% | Total Automotive Sector – Economic sales |
4,840,342 | 100% | |
| Including Sales from joint ventures at the Group's percentage stake Sub-total Automotive Segment |
972,604 | Including Sales from joint ventures at the Group's percentage stake Sub-total Automotive Segment |
792,278 | |||
| Total Automotive Segment – Consolidated revenue |
4,624,128 | Total Automotive Segment – Consolidated revenue |
4,048,064 |
| In thousands of euros | France | Europe excluding France |
North America |
Asia | South America |
Other(1) | Total |
|---|---|---|---|---|---|---|---|
| December 31, 2015 | |||||||
| Goodwill | 149,951 | 109,785 | 27,496 | 264 | – | – | 287,496 |
| Intangible assets | 82,258 | 145,249 | 108,296 | 39,244 | 3,062 | 3,055 | 381,164 |
| Property, plant and equipment, of which | 233,297 | 363,320 | 339,547 | 183,620 | 22,079 | 7,352 | 1,149,215 |
| Capital expenditure for the year | 31,050 | 102,399 | 94,363 | 33,493 | 573 | 495 | 262,373 |
| Investment property, of which | 93,263 | – | – | – | – | – | 93,263 |
| Investment property | 6,938 | – | – | – | – | – | 6,938 |
| Total non current fixed assets | 558,769 | 618,354 | 475,339 | 223,128 | 25,141 | 10,407 | 1,911,138 |
| In thousands of euros | France | Europe excluding France |
North America |
Asia | South America |
Other(1) | Total |
|---|---|---|---|---|---|---|---|
| December 31, 2014 | |||||||
| Goodwill | 149,951 | 109,707 | 24,664 | 248 | – | – | 284,570 |
| Intangible assets | 108,918 | 127,006 | 75,552 | 34,355 | 4,188 | 1,699 | 351,718 |
| Property, plant and equipment, of which | 252,805 | 301,924 | 247,730 | 164,530 | 32,673 | 8,808 | 1,008,470 |
| Capital expenditure for the year | 73,282 | 55,566 | 46,186 | 25,904 | 5,492 | 534 | 206,964 |
| Investment property, of which | 88,825 | – | – | – | – | – | 88,825 |
| Investment property | 46,772 | – | – | – | – | – | 46,772 |
| Total non current fixed assets | 600,499 | 538,637 | 347,946 | 199,133 | 36,861 | 10,507 | 1,733,583 |
(1) "Others" includes South Africa and Morocco.
| In thousands of euros | Automotive | Environment | Unallocated items |
Total |
|---|---|---|---|---|
| December 31, 2015 | ||||
| Property, plant and equipment owned outright – carrying amount |
1,024,088 | 46,610 | 50,274 | 1,120,972 |
| Property, plant and equipment owned outright and under operating leases where the Group is lessor – carrying amount(1) |
– | 14,005 | – | 14,005 |
| Property, plant and equipment leased under finance leases where the Group is lessee – carrying amount(2) |
11,070 | – | – | 11,070 |
| Property, plant and equipment leased under finance leases where the Group is lessee that has been sub-let to third parties under operating leases where the Group is lessor – carrying amount(1)(2) |
– | 3,168 | – | 3,168 |
| Total Property, plant and equipment (excluding Investment property) |
1,035,158 | 63,783 | 50,274 | 1,149,215 |
| In thousands of euros | Automotive | Environment | Unallocated items |
Total |
|---|---|---|---|---|
| December 31, 2014 | ||||
| Property, plant and equipment owned outright – carrying amount |
877,995 | 49,455 | 47,380 | 974,830 |
| Property, plant and equipment owned outright and under operating leases where the Group is lessor – carrying amount(1) |
– | 13,241 | – | 13,241 |
| Property, plant and equipment leased under finance leases where the Group is lessee – carrying amount(2) |
14,768 | – | – | 14,768 |
| Property, plant and equipment leased under finance leases where the Group is lessee that has been sub-let to third parties under operating leases where the Group is lessor – carrying amount(1)(2) |
– | 5,632 | – | 5,632 |
| Total Property, plant and equipment (excluding Investment property) |
892,763 | 68,327 | 47,380 | 1,008,470 |
(1) The sum of "Owned property, plant and equipment leased under operating leases where the Group is lessor" and "Property, plant and equipment leased under finance leases where the Group is lessee that has been sub-let to third parties under operating leases where the Group is lessor" corresponds to the value of "Property, plant and equipment leased under operating leases where the Group is lessor" (see corresponding sub-section of Note 5.1.3).
(2) See sub-section "Property, plant and equipment leased under finance leases where the Group is lessee" in Note 5.1.3.
The percentage of research and development costs is expressed in relation to revenue.
| In thousands of euros | 2015 | % | 2014 | % |
|---|---|---|---|---|
| Research and development costs | (295,404) | -5.9% | (256,763) | -5.8% |
| Of which capitalized development costs and research and development costs billed to customers |
187,325 | 3.7% | 152,728 | 3.4% |
| Net research and development costs | (108,079) | -2.2% | (104,035) | -2.4% |
| In thousands of euros | 2015 | 2014 |
|---|---|---|
| Cost of sales includes: | ||
| Raw materials (purchases and changes in inventory)(1) | (3,109,711) | (2,747,510) |
| Direct production outsourcing | (13,389) | (10,899) |
| Utilities and fluids | (79,395) | (78,781) |
| Employee benefits expense | (502,094) | (452,607) |
| Other production costs | (337,006) | (282,890) |
| Proceeds from the sale of waste containers leased to customers under operating leases(2) | 2,095 | 998 |
| Carrying amount of waste containers leased to customers under operating leases(2) | (1,586) | (732) |
| Depreciation | (122,181) | (115,983) |
| Provisions for liabilities and charges | (9,148) | (16,637) |
| Total | (4,172,415) | (3,705,041) |
| Research and development costs include: | ||
| Employee benefits expense | (136,216) | (125,391) |
| Amortization of capitalized development costs | (59,968) | (56,013) |
| Other | 88,105 | 77,369 |
| Total | (108,079) | (104,035) |
| Selling costs include: | ||
| Employee benefits expense | (40,414) | (36,976) |
| Depreciation, amortization and provisions | (175) | (274) |
| Other | (21,626) | (20,047) |
| Total | (62,215) | (57,297) |
| Administrative costs include: | ||
| Employee benefits expense | (120,863) | (110,286) |
| Other administrative expenses | (84,720) | (79,579) |
| Depreciation | (9,949) | (8,806) |
| Provisions for liabilities and charges | 2,109 | (605) |
| Total | (213,423) | (199,276) |
(1) Of which charges, reversals and provisions for impairment on inventories amounting to:
• -€2,174 thousand in 2015;
• -€1,078 thousand in 2014.
(2) See "Gains/(losses) on disposals of non current assets" in Note 4.6 "Other operating income and expenses".
| In thousands of euros | 2015 | 2014 |
|---|---|---|
| Wages and salaries | (585,620) | (536,711) |
| Payroll taxes(1) | (160,296) | (149,722) |
| Non-discretionary profit-sharing | (12,418) | (10,052) |
| Share-based compensation | (3,025) | (2,354) |
| Pension and other post-employment benefit costs | (798) | (661) |
| Other employee benefits expenses | (37,432) | (25,759) |
| Total employee benefits expense excluding temporary staff costs | (799,589) | (725,259) |
| Temporary staff costs | (109,540) | (87,231) |
| Total employee benefits expenses | (909,129) | (812,490) |
(1) This item combines payroll taxes on stock purchase and option plans in the amount of:
• -€1,811 thousand (including -€592 thousand for executive corporate officers) in 2015;
• no new stock purchase and option plans were granted in 2014.
This item refers to recurring effects related to the recognition of the acquisition cost of 50% of Inergy Automotive Systems (acquired in 2010) and Ford's fuel tank business in the United States (acquired in 2011).
| In thousands of euros | 2015 | 2014 |
|---|---|---|
| Brands | (350) | (350) |
| Contractual customer relationships | (18,445) | (17,947) |
| Total amortization of intangible assets acquired in business combinations | (18,795) | (18,297) |
| In thousands of euros | % Interest | 2015 | 2014 |
|---|---|---|---|
| JV HBPO GmbH and its subsidiaries and sub-subsidiaries | 33.33% | 12,731 | 10,999 |
| JV Yanfeng Plastic Omnium and its subsidiaries | 49.95% | 12,668 | 17,398 |
| B.P.O. AS | 49.98% | 9,543 | 10,030 |
| Signal AG | 50.00% | – | 1,158 |
| JV Valeo Plastic Omnium (SNC and SL) | 50.00% | (4) | (8) |
| Plastic Recycling SAS | 50.00% | (189) | (256) |
| Total share of profit/(loss) of associates and joint ventures | 34,749 | 39,321 |
| (623) | |
|---|---|
| (9,928) | (22,418) |
| (14,498) | (1,322) |
| (4,268) | (1,525) |
| (613) | 64 |
| (13,585) | (6,695) |
| (7,654) | 46 |
| (3,345) | (839) |
| (1,396) | (1,325) |
| (75,498) | (34,637) |
| 20,943 | 3,373 (38,010) |
| (20,211) (96,441) |
In the 2015 fiscal year, the Group opened three new plants in Russia and North America (see Notes 2.3 "Investments in manufacturing capacity" and 5.1.3 "Property, plant and equipment excluding investment property"). Pre-start-up costs concern the Automotive sector and are broken down as follows:
These primarily involve:
• and the unreplaced start-up costs for a French subsidiary of the Environment Division.
This essentially covers depreciation of the property, plant and equipment of the Division's Composites business Automotive in France and China.
Provisions for charges cover the risk of customer returns under warranty for the Automotive Division in Europe and Asia.
In fiscal year 2015, foreign exchange gains on transactions concerned:
The Group embarked upon several acquisitions (see Notes 2.1 "Proposed acquisition of the Exterior Systems business of the Faurecia Group" and 7.6 "Subsequent events", etc.). The costs recognized reflect the expenses incurred.
It includes various non-material amounts.
These primarily involve:
They include various non-material amounts.
The detail on disposals of non current assets shown below explains the impact on non current operating income of transactions in non current assets and reconciles them with changes in the statement of cash flows:
| In thousands of euros | 2015 | 2014 | ||
|---|---|---|---|---|
| Disposal proceeds |
Gain/loss | Disposal proceeds |
Gain/loss | |
| Sales of waste containers included in operating margin | 2,095 | 509 | 998 | 266 |
| Total amount of waste containers included in operating margin (see Note 4.2) |
2,095 | 509 | 998 | 266 |
| Disposals of intangible assets | 7,973 | (195) | 3,559 | (113) |
| Disposals of property, plant and equipment | 2,530 | (1,197) | 7,521 | (425) |
| Total from disposals of non-current assets excluding non current financial assets (see table above) |
10,503 | (1,392) | 11,080 | (538) |
| Disposals of non current financial assets | 4 | (4) | 16,610 | (786) |
| Total proceeds from disposal of non-current financial assets (see table above)(1) |
4 | (4) | 16,610 | (786) |
| Total | 12,602 | (887) | 28,688 | (1,058) |
2014:
(1) The entire income from the disposal of non current financial assets corresponded to the proceeds from the disposal of the 50% stake in Signal AG.
| In thousands of euros | 2015 | 2014 |
|---|---|---|
| Finance costs | (43,037) | (39,252) |
| Interest cost of post-employment benefit obligations(1) | (2,505) | (2,429) |
| Financing fees and commissions | (8,104) | (9,563) |
| Finance costs, net | (53,646) | (51,244) |
| Exchange gains or losses on financing activities | (1,150) | 3,074 |
| Gains or losses on interest rate and currency hedges(2) | (2,502) | (15,062) |
| Other | 1,120 | (1,062) |
| Other financial income and expenses, net | (2,532) | (13,050) |
| Total | (56,178) | (64,294) |
(1) See Notes 5.2.6.5 on the "Changes in net balance sheet amounts".
(2) See Notes 5.2.8.1.3 on the "Impact of hedging on the Income statement" and 5.2.8.2.2 on the "Impact of non-unwound currency hedging on profit or loss".
Income tax expense breaks down as follows:
| In thousands of euros | 2015 | 2014 |
|---|---|---|
| Current taxes | (78,683) | (80,390) |
| Current income tax (expense)/benefit | (83,682) | (74,802) |
| Tax (expense)/benefit on non-recurring items | 4,999 | (5,588) |
| Deferred taxes | 3,483 | 16,222 |
| Deferred tax (expense)/benefits on timing differences arising or reversing during the period | 5,965 | 15,950 |
| Effect of changes in tax rates or the introduction of new taxes | (2,482) | 272 |
| Income tax recorded in the consolidated income statement | (75,200) | (64,168) |
The analysis of the income tax expense reveals the following factors:
| Income tax analysis | 2015 | 2014 | |
|---|---|---|---|
| Consolidated profit before tax and share of profit/(loss) of associates and joint ventures (A) |
(in thousands of euros) | 303,292 | 254,328 |
| Actual income tax expense reported in the income statement (B) | (in thousands of euros) | (75,200) | (64,168) |
| Effective tax rate (C) = (B) / (A) | (in %) | 24.8% | 25.2% |
| French standard tax rate (D) | (in %) | 38% | 38% |
| Theoretical cost of income tax (E) = (A) x (D) | (in thousands of euros) | (115,251) | (96,645) |
| Difference (F) Net actual cost of income tax (B) – Theoretical cost of income tax (E) |
(in thousands of euros) | 40,051 | 32,477 |
| Analysis of the difference between actual and theoretical income tax expense (F) |
Totals | % | Totals | % |
|---|---|---|---|---|
| Tax credits and other tax savings | 28,435 | 9.4% | 22,636 | 8.9% |
| Permanent differences between recorded profits and taxable profits | (4,653) | -1.5% | (4,651) | -1.8% |
| Recognition and/or utilization of tax loss carryforwards and other deferred taxes (change in unrecognized deferred taxes) |
(230) | -0.1% | (6,046) | -2.4% |
| Impact on opening deferred taxes of a tax rate change | (2,482) | -0.8% | 272 | 0.1% |
| Impact of differences in foreign tax rates | 22,481 | 7.4% | 18,407 | 7.2% |
| Other | (3,500) | -1.2% | 1,859 | 0.7% |
| Total difference (F) | 40,051 | 13.2% | 32,477 | 12.8% |
The effective tax rate levied on the Group for 2015 was 24.8% (against 25.2% for 2014). The factors determining this tax rate have remained relatively stable.
At December 31, 2015, the actual income tax expense was €75 million (versus €64 million in 2014) compared with a theoretical tax expense of €115 million (versus €97 million in 2014) based on a tax rate of 38% in 2015 (unchanged from 2014).
The difference between actual income tax expense and theoretical income tax expense is accounted for by:
The net profit attributable to non-controlling interests corresponds to that share of minority interests in the profit/loss of fully consolidated entities controlled by the Group. It breaks down as follows:
| In thousands of euros | 2015 | 2014 |
|---|---|---|
| Inergy Automotive Systems Manufacturing (Beijing) Co. Ltd | 3,987 | 4,175 |
| Inergy Automotive Systems Manufacturing India Pvt Ltd | 846 | 559 |
| RMS Rotherm Maschinenbau GmbH | (10) | 195 |
| DSK Plastic Omnium Inergy | (215) | 86 |
| DSK Plastic Omnium BV | (141) | (86) |
| Total attributable to non-controlling interests | 4,467 | 4,929 |
| Net profit attributable to owners of the parent | 2015 | 2014 |
|---|---|---|
| Basic earnings per share (in euros) | 1.75 | 1.52 |
| Diluted earnings per share (in euros) | 1.72 | 1.49 |
| Weighted average number of ordinary shares outstanding | 153,576,720 | 154,731,489 |
| Treasury stock | (5,592,866) | (7,158,328) |
| Weighted average number of ordinary shares, undiluted | 147,983,854 | 147,573,161 |
| Impact of dilutive instruments (stock options) | 2,534,828 | 3,092,705 |
| Weighted average number of ordinary shares, diluted | 150,518,682 | 150,665,866 |
| Weighted average price of the Plastic Omnium share during the period | ||
| Weighted average share price | 25.06 | 21.52 |
For 2015, the following assumptions were used for impairment tests (see Note 1.1.13) conducted on cash generating units (CGU) or groups of cash generating units (business segments):
These assumptions are unchanged from 2014.
At December 31, 2015, the tests conducted did not lead to the recording of any impairment in respect of the Group's goodwill. A 0.5% increase in the discount rate or a reduction of 0.5% in the long-term growth rate or a reduction of 0.5% in the operating margin rate would not have any impact on the test results.
Concerning the Automotive and Environment CGUs, only unreasonable assumptions might jeopardize the test results. Unreasonable assumptions means a negative long-term growth rate combined with a discount rate increased by more than two points. For the Signature CGU, an increase of one point in the discount rate combined with a 0.5 point drop in the long-term growth rate could result in an impairment of approximately €1 million.
| Goodwill In thousands of euros |
Cost | Impairment | Carrying amount |
|---|---|---|---|
| Value at January 1, 2014 | 301,521 | (20,000) | 281,521 |
| Allocation of prior impairment losses | (20,000) | 20,000 | – |
| Translation adjustment | 3,049 | – | 3,049 |
| Value at December 31, 2014 | 284,570 | – | 284,570 |
| Translation adjustment | 2,926 | – | 2,926 |
| Value at December 31, 2015 | 287,496 | – | 287,496 |
| Goodwill by reporting segment In thousands of euros |
Cost | Impairment | Carrying amount |
|---|---|---|---|
| Automotive | 168,225 | – | 168,225 |
| Environment | 119,271 | – | 119,271 |
| Value at December 31, 2015 | 287,496 | – | 287,496 |
| Automotive | 165,377 | – | 165,377 |
| Environment | 119,193 | – | 119,193 |
| Value at December 31, 2014 | 284,570 | – | 284,570 |
| In thousands of euros | Goodwill | Patents and licenses |
Software | Development costs |
Contractual customer relationships |
Other | Total |
|---|---|---|---|---|---|---|---|
| Carrying amount at January 1, 2015 | 284,570 | 26,154 | 16,989 | 251,210 | 56,063 | 1,302 | 636,288 |
| Acquisitions | – | 518 | 6,925 | 101,354 | – | 94 | 108,891 |
| Disposals – net | – | (19) | (172) | (7,976) | – | – | (8,167) |
| Reclassifications | – | 929 | (3,956) | (7,506) | – | 2,054 | (567) |
| Depreciation for the period | – | (1,845) | (9,281) | (50,586) | (18,451) | (569) | (80,732) |
| Impairments recognized and reversed | – | (120) | – | – | – | – | (120) |
| Translation adjustment | 2,926 | (19) | 53 | 8,193 | 1,660 | 254 | 13,067 |
| Carrying amount at December 31, 2015 | 287,496 | 25,598 | 18,470 | 294,689 | 39,272 | 3,135 | 668,660 |
| In thousands of euros | Goodwill | Patents and licenses |
Software | Development costs |
Contractual customer relationships |
Other | Total |
|---|---|---|---|---|---|---|---|
| Carrying amount at January 1, 2014 | 281,521 | 26,774 | 17,623 | 212,625 | 72,132 | 1,117 | 611,792 |
| Acquisitions | – | 71 | 5,353 | 86,639 | – | 634 | 92,697 |
| Disposals – net | – | – | 487 | (4,250) | – | – | (3,763) |
| Reclassifications | – | 1,203 | 1,679 | (4,184) | – | 119 | (1,183) |
| Depreciation for the period | – | (1,767) | (8,252) | (49,269) | (17,947) | (783) | (78,018) |
| Impairments recognized and reversed | – | (120) | – | – | – | – | (120) |
| Translation adjustment | 3,049 | (7) | 99 | 9,649 | 1,878 | 215 | 14,883 |
| Carrying amount at December 31, 2014 | 284,570 | 26,154 | 16,989 | 251,210 | 56,063 | 1,302 | 636,288 |
The significant changes under the sub-section "Goodwill and intangible assets" during the two periods 2015 and 2014 correspond essentially to increased Automotive Division development assets.
| In thousands of euros | Goodwill | Patents and licenses |
Software | Development costs |
Contractual customer relationships |
Other | Total |
|---|---|---|---|---|---|---|---|
| Analysis of carrying amount at January 1, 2015 |
|||||||
| Cost | 284,570 | 39,677 | 100,409 | 519,839 | 132,799 | 6,772 | 1,084,066 |
| Accumulated amortization | – | (13,158) | (83,420) | (268,629) | (76,736) | (5,470) | (447,413) |
| Accumulated impairment (losses) | – | (365) | – | – | – | – | (365) |
| Carrying amount at January 1, 2015 | 284,570 | 26,154 | 16,989 | 251,210 | 56,063 | 1,302 | 636,288 |
| Analysis of carrying amount at December 31, 2015 |
|||||||
| Cost | 287,496 | 41,081 | 113,972 | 613,288 | 135,655 | 6,794 | 1,198,286 |
| Accumulated amortization | – | (14,998) | (95,502) | (318,287) | (96,383) | (3,659) | (528,829) |
| Accumulated impairment (losses) | – | (485) | – | (312) | – | – | (797) |
| Carrying amount at December 31, 2015 | 287,496 | 25,598 | 18,470 | 294,689 | 39,272 | 3,135 | 668,660 |
| In thousands of euros | Goodwill | Patents and licenses |
Software | Development costs |
Contractual customer relationships |
Other | Total |
|---|---|---|---|---|---|---|---|
| Analysis of carrying amount at January 1, 2014 |
|||||||
| Cost | 301,521 | 38,410 | 93,935 | 444,419 | 129,832 | 6,837 | 1,014,954 |
| Accumulated amortization | – | (11,391) | (76,312) | (231,794) | (57,700) | (5,720) | (382,917) |
| Accumulated impairment (losses) | (20,000) | (245) | – | – | – | – | (20,245) |
| Carrying amount at January 1, 2014 | 281,521 | 26,774 | 17,623 | 212,625 | 72,132 | 1,117 | 611,792 |
| Analysis of carrying amount at December 31, 2014 |
|||||||
| Cost | 284,570 | 39,677 | 100,409 | 519,839 | 132,799 | 6,772 | 1,084,066 |
| Accumulated amortization | – | (13,158) | (83,420) | (268,629) | (76,736) | (5,470) | (447,413) |
| Accumulated impairment (losses) | – | (365) | – | – | – | – | (365) |
| Carrying amount at December 31, 2014 | 284,570 | 26,154 | 16,989 | 251,210 | 56,063 | 1,302 | 636,288 |
Property, plant and equipment owned or leased by the Group mainly pertain to plants and research and development centers.
These plants and development centers break down as follows by number and region:
| Number of plants and research and development centers In units |
December 31, 2015 |
December 31, 2014 |
|---|---|---|
| Western Europe | 53 | 52 |
| Eastern Europe | 16 | 15 |
| North America | 19 | 17 |
| Asia | 44 | 39 |
| South America | 7 | 7 |
| Africa | 2 | 2 |
| Total | 141 | 132 |
| of which total plants managed under joint ventures | 39 | 33 |
Asset breakdowns over the two periods are such that no factory site represents a material portion of the total property, plant and equipment over each period.
| In thousands of euros | Land | Buildings | Revalued | Tech. eq. | Assets under construction | Other | Total | |
|---|---|---|---|---|---|---|---|---|
| buildings | & tools | Transferred to "Investment property" |
Transferred to "Operating assets" |
|||||
| Carrying amount at January 1, 2015 | 77,117 | 330,476 | 14,736 | 324,383 | – | 154,178 | 107,580 | 1,008,470 |
| Acquisitions(1) | 1,079 | 40,056 | – | 45,275 | – | 145,051 | 30,912 | 262,373 |
| Disposals | (13) | (14) | – | (1,891) | – | (1) | (3,396) | (5,315) |
| Reclassifications(2) | 3,303(3) | 43,857 | (14,736)(4) | 58,660 | – | (121,125) | 27,328 | (2,713)(5) |
| Impairments recognized and reversed | – | (2,874) | – | (7,064) | – | – | (2,099) | (12,037) |
| Depreciation for the period | (1,061) | (21,380) | – | (72,211) | – | – | (38,120) | (132,772) |
| Translation adjustment | 1,866 | 8,569 | – | 10,901 | – | 7,926 | 1,947 | 31,209 |
| Carrying amount at December 31, 2015 | 82,291 | 398,690 | – | 358,053 | – | 186,029 | 124,152 | 1,149,215 |
| In thousands of euros | Land | Buildings | Revalued | Tech. eq. | Assets under construction | Other | Total | |
|---|---|---|---|---|---|---|---|---|
| buildings | & tools | Transferred to "Investment property" |
Transferred to "Operating assets" |
|||||
| Carrying amount at January 1, 2014 | 68,068 | 245,908 | 13,745 | 304,879 | (996) | 149,692 | 109,846 | 891,142 |
| Acquisitions(1) | 697 | 50,722 | – | 26,456 | – | 110,133 | 18,956 | 206,964 |
| Disposals | – | (167) | – | (3,700) | – | – | (4,720) | (8,587) |
| Reclassifications | 8,195 | 38,247 | 2,496 | 48,796 | 996 | (113,199) | 15,652 | 1,183(5) |
| Revaluations | – | 2,306 | – | – | – | – | – | 2,306 |
| Impairments recognized and reversed | – | – | – | 34 | – | – | 18 | 52 |
| Depreciation for the period | (820) | (17,876) | (1,505) | (67,062) | – | – | (35,132) | (122,395) |
| Translation adjustment | 977 | 11,336 | – | 14,980 | – | 7,552 | 2,960 | 37,805 |
| Carrying amount at December 31, 2014 | 77,117 | 330,476 | 14,736 | 324,383 | – | 154,178 | 107,580 | 1,008,470 |
"Tech. eq. & tool": technical equipment and tooling.
"Assets": non-current assets.
(1) At December 31, 2015, property, plant and equipment reported in the "Statement of cash flows" corresponded to acquisitions of property, plant and equipment excluding investment property for €262,373 thousand, against €206,964 thousand at December 31, 2014.
(2) At December 31, 2015, practically all depreciation of buildings, technical equipment, tooling and other property, plant and equipment concerned the assets of the Automotive Division's Composites business in France and in China.
(3) From now on, the Group uses the Nanterre site, which was previously classed as "investment property" for a value of €2.5 million, as the Environment Division's exhibition center (see Note 5.1.5). At December 31, 2015, this land was reclassified as "Operating buildings".
(4) After reclassifying the Nanterre land to "Operating buildings", the entire Nanterre site, reclassified as an operating site, was switched to "Land" and "Buildings" at December 31, 2015. (5) At December 31, 2015, the net balance of -€2,713 thousand is due to the following reclassifications:
• -€5,780 thousand in "Assets held for sale" (see Note 5.1.16);
• €2,500 thousand in "Investment property" (see Note 5.1.5);
• and €567 thousand in "Intangible assets".
At December 31, 2014, the net balance of an amount of €1,183 thousand is due to reclassifications under "Intangible assets".
| In thousands of euros | Land | Buildings | Tech. eq. & tools |
Assets under construction |
Other | Total |
|---|---|---|---|---|---|---|
| Analysis of carrying amount at January 1, 2015 | ||||||
| Cost | 84,369 | 557,961 | 1,223,536 | 154,178 | 411,705 | 2,431,749 |
| Depreciation | (7,245) | (212,749) | (899,065) | – | (304,102) | (1,423,161) |
| Accumulated impairment (losses) | (7) | – | (88) | – | (23) | (118) |
| Carrying amount at January 1, 2015 | 77,117 | 345,212 | 324,383 | 154,178 | 107,580 | 1,008,470 |
| Analysis of carrying amount at December 31, 2015 | ||||||
| Cost | 90,727 | 635,223 | 1,331,283 | 186,029 | 436,425 | 2,679,687 |
| Depreciation | (8,428) | (233,659) | (966,082) | – | (310,489) | (1,518,658) |
| Accumulated impairment (losses) | (8) | (2,874) | (7,148) | – | (1,784) | (11,814) |
| Carrying amount at December 31, 2015 | 82,291 | 398,690 | 358,053 | 186,029 | 124,152 | 1,149,215 |
| In thousands of euros | Land | Buildings | Tech. eq. & tools |
Assets under construction |
Other | Total |
|---|---|---|---|---|---|---|
| Analysis of carrying amount at January 1, 2014 | ||||||
| Cost | 74,445 | 438,312 | 1,128,789 | 148,696 | 396,135 | 2,186,377 |
| Depreciation | (6,371) | (178,659) | (823,788) | – | (286,249) | (1,295,067) |
| Accumulated impairment (losses) | (6) | – | (122) | – | (40) | (168) |
| Carrying amount at January 1, 2014 | 68,068 | 259,653 | 304,879 | 148,696 | 109,846 | 891,142 |
| Analysis of carrying amount at December 31, 2014 | ||||||
| Cost | 84,369 | 557,961 | 1,223,536 | 154,178 | 411,705 | 2,431,749 |
| Depreciation | (7,245) | (212,749) | (899,065) | – | (304,102) | (1,423,161) |
| Accumulated impairment (losses) | (7) | – | (88) | – | (23) | (118) |
| Carrying amount at December 31, 2014 | 77,117 | 345,212 | 324,383 | 154,178 | 107,580 | 1,008,470 |
"Tech. eq. & tool": technical equipment and tooling.
"Assets": non-current assets.
| In thousands of euros | December 31, 2015 |
December 31, 2014 |
|---|---|---|
| Cost | 60,742 | 64,205 |
| Accumulated depreciation | (43,565) | (45,312) |
| Accumulated impairment | (5) | (20) |
| Of which depreciation for the year | (4,844) | (4,666) |
| Of which provisions for the year | 15 | 20 |
| Accumulated net depreciation and impairment | 17,173 | 18,873 |
The above figures correspond to waste containers leased to customers by the Environment Division under contracts that do not qualify as finance leases.
Minimum lease payments receivable under non-cancelable operating leases and/or lease-maintenance contracts
| In thousands of euros | December 31, 2015 |
December 31, 2014 |
|---|---|---|
| Due within one year | 44,847 | 56,772 |
| Due in one to five years | 93,674 | 115,722 |
| Due beyond five years | 42,895 | 69,290 |
| Total | 181,416 | 241,784 |
These assets, which are included in the tables above on property, plant and equipment, correspond to plants, research and development centers and production equipment.
| In thousands of euros | Land and Buildings | Technical equipment and tooling |
Total |
|---|---|---|---|
| Gross value at December 31, 2015 | 27,059 | 12,280 | 39,339 |
| Accumulated depreciation and provisions at December 31, 2015 | (20,302) | (4,799) | (25,101) |
| Carrying amount at December 31, 2015(1) | 6,757 | 7,481 | 14,238 |
| Gross value at December 31, 2014 | 36,412 | 14,880 | 51,292 |
| Accumulated depreciation and impairment and provisions at December 31, 2014 |
(24,513) | (6,379) | (30,892) |
| Carrying amount at December 31, 2014(1) | 11,899 | 8,501 | 20,400 |
(1) See Note 3.3. "Property, plant and equipment (excluding Investment property) by operating segment".
Changes in payments and discounted value relating to assets under finance leases where the Group is lessee
| In thousands of euros | Minimum payments at December 31, 2015 |
Discounted value at December 31, 2015 |
|---|---|---|
| Due within one year | 2,463 | 2,503 |
| Due in one to five years | 4,718 | 4,137 |
| Carrying amount at December 31, 2015(1) | 7,181 | 6,640 |
| In thousands of euros | Minimum payments at December 31, 2014 |
Discounted value at December 31, 2014 |
|---|---|---|
| Due within one year | 3,039 | 3,191 |
| Due in one to five years | 5,333 | 5,490 |
| Carrying amount at December 31, 2014(1) | 8,372 | 8,681 |
(1) See Note 5.2.7.5 "Reconciliation of gross and net debt".
| Property, plant and equipment by category In thousands of euros |
Cost | Depreciation | Impairment | Total |
|---|---|---|---|---|
| At december 31, 2015 | ||||
| Property, plant and equipment owned outright | 2,587,051 | (1,454,270) | (11,808) | 1,120,972 |
| Owned property, plant and equipment leased under operating leases where the Group is lessor(1) |
53,298 | (39,289) | (5) | 14,005 |
| Property, plant and equipment leased under finance leases where the Group is lessee(2) |
31,895 | (20,825) | – | 11,070 |
| Property, plant and equipment leased under finance leases where the Group is lessee that has been sub-let to third parties under operating leases where the Group is lessor(1)(2) |
7,444 | (4,276) | – | 3,168 |
| Total Property, plant and equipment (excluding Investment property) | 2,679,688 | (1,518,660) | (11,813) | 1,149,215 |
| Property, plant and equipment by category | Cost | Depreciation | Impairment | Total |
| In thousands of euros | ||||
|---|---|---|---|---|
| At december 31, 2014 | ||||
| Property, plant and equipment owned outright | 2,327,212 | (1,352,285) | (101) | 974,830 |
| Owned property, plant and equipment leased under operating leases where the Group is lessor(1) |
53,248 | (39,987) | (20) | 13,241 |
| Property, plant and equipment leased under finance leases where the Group is lessee(2) |
40,335 | (25,566) | – | 14,768 |
| Property, plant and equipment leased under finance leases where the Group is lessee that has been sub-let to third parties under operating leases where the Group is lessor(1)(2) |
10,957 | (5,325) | – | 5,632 |
| Total Property, plant and equipment (excluding Investment property) | 2,431,749 | (1,423,160) | (118) | 1,008,470 |
(1) The sum of "Property, plant and equipment owned outright and leased under operating leases where the Group is lessor" and "Property, plant and equipment leased under finance leases where the Group is lessee that has been sub-let to third parties under operating leases where the Group is lessor" corresponds to the value of "Property, plant and equipment leased under operating leases where the Group is lessor".
(2) See sub-section "Property, plant and equipment leased under finance leases where the Group is lessee".
The item "Investment property" saw the following movements over the two periods:
| In thousands of euros | Land | Buildings | Total |
|---|---|---|---|
| Fair value at December 31, 2014 | 15,200 | 73,625 | 88,825 |
| Lyon Gerland building | – | 6,938 | 6,938 |
| Nanterre building – reclassification as operating building(1) | (2,500) | – | (2,500) |
| Fair value at December 31, 2015 | 12,700 | 80,563 | 93,263 |
| In thousands of euros | Land | Buildings | Total |
|---|---|---|---|
| Fair value at December 31, 2013 | 15,200 | 26,853 | 42,053 |
| Buildings under construction in Lyon Gerland | – | 46,772 | 46,772 |
| Fair value at December 31, 2014 | 15,200 | 73,625 | 88,825 |
(1) See reclassification of non current assets in Note 5.1.3 "Property, plant and equipment excluding investment property".
| In thousands of euros | Land | Buildings | Total |
|---|---|---|---|
| Lyon Gerland complex | 12,700 | 80,563 | 93,263 |
| Fair value at December 31, 2015(1) | 12,700 | 80,563 | 93,263 |
| In thousands of euros | Land | Buildings | Total |
|---|---|---|---|
| Nanterre site in Île-de-France in Hauts-de-Seine | 2,500 | – | 2,500 |
| Lyon Gerland complex | 12,700 | 73,625 | 86,325 |
| Fair value at December 31, 2014(1) | 15,200 | 73,625 | 88,825 |
(1) See Note 2.2 "Delivery and inauguration of the Lyon Gerland building project".
At December 31, 2015, the balance of investment property covered the following components:
• Lyon Gerland construction project: the Lyon Gerland real estate project for the construction of 33,000 sq.m. of office buildings (including 3,000 sq.m. of service buildings) for the rental market was delivered and inaugurated on March 30, 2015. Total investment (including the value of the land) was €93.3 million, €7.0 million of which was spent in 2015.
The primary tenant took occupancy of two-thirds of the offices (18,977 sq.m.) on April 1, 2015 as initially planned in the contract on a twelve year lease. On October 1, 2015, the same tenant signed an additional lease for a firm term of six years (5,684 sq.m.), increasing its occupancy rate to 82%. The Plastic Omnium Group uses around 900 sq.m.
The entire building complex is classified under investment property. The portion used by the Group for its own occupation is 3%, and deemed to be immaterial.
• Land attached to the Nanterre site in île-de-France in Hauts-de-Seine: the land in Nanterre, which was classified as an investment property at December 31, 2014 was reclassified as operating property at December 31, 2015. It is now used by the Group as an exhibition center for the Environment Division's exterior fittings products.
Investments in associates and joint ventures correspond to investments by the Group in the following companies:
| In thousands of euros | % interest | December 31, 2015 | December 31, 2014 |
|---|---|---|---|
| JV HBPO GmbH and its subsidiaries and sub-subsidiaries | 33.33% | 33,100 | 30,446 |
| JV Yanfeng Plastic Omnium and its subsidiaries | 49.95% | 105,121 | 93,995 |
| B.P.O. AS | 49.98% | 20,983 | 20,292 |
| JV Valeo Plastic Omnium (SNC and SL) | 50.00% | (34) | (30) |
| Plastic Recycling SAS | 50.00% | (97) | 90 |
| Total investments in associates and joint ventures | 159,073 | 144,793 |
Investments in these entities include goodwill by segment in the following amounts:
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Goodwill in associates and joint ventures – Automotive | 21,333 | 21,044 |
| Total goodwill in associates and joint ventures | 21,333 | 21,044 |
The tables below provide summary balance sheet and income statement data for all of the associates and joint ventures.
The associates Chengdu Faway YFPO, Dongfeng Plastic Omnium AE and Hicom HBPO are included in the YFPO and HBPO joint ventures respectively.
The following presentation covers 100% of the data from the consolidated balance sheet and income statement before elimination of internal operations:
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Non-current assets | 478,157 | 406,940 |
| Current assets | 1,200,402 | 999,619 |
| Total assets | 1,678,559 | 1,406,559 |
| Shareholders' equity | 515,202 | 464,981 |
| Non-current liabilities | 6,472 | 6,300 |
| Current liabilities | 1,156,885 | 935,278 |
| Total equity and liabilities | 1,678,559 | 1,406,559 |
| Revenue | 3,195,096 | 2,631,984 |
| Net income | 210,106 | 162,242 |
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Shell companies and dormant companies | 356 | 469 |
| Contribution to the "FMEA 2" fund(1) | 1,172 | 1,372 |
| Available-for-sale financial assets | 1,528 | 1,841 |
(1) Contributions to the "FMEA 2" fund are listed with long-term financial receivables in Note 5.2.7.5 "Reconciliation of gross and net debt".
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Loans | 220 | 228 |
| Negotiable debt securities(1) | 5,000 | – |
| Deposits and bonds | 22,775 | 14,436 |
| Other | 48 | 43 |
| Other non-current assets and financial receivables (see Note 5.2.7.5) | 28,043 | 14,707 |
| Finance receivables related to Environment finance leases (see Note 6.4.1) | 2,620 | 4,064 |
| Finance receivables related to Automotive contracts (see Note 6.4.1) | 34,077 | 26,376 |
| Non-current financial receivables (see Note 5.2.7.5) | 36,697 | 30,440 |
| Total | 64,740 | 45,147 |
(1) See Note 5.2.7.3 "Loans, Negotiable debt securities and Other financial assets".
Deposits and bonds correspond mainly to guarantee deposits on leased offices and sold receivables sales programs.
Finance receivables mainly concern work in progress on automotive projects for which the Group has received a firm commitment on the selling price of developments and/or tooling. These receivables are discounted.
| In thousands of euros | December 31, 2015 | December 31, 2014 | |
|---|---|---|---|
| Raw materials and supplies | |||
| At cost | 115,743 | 103,953 | |
| Net realizable value | 107,481 | 96,788 | |
| Molds, tooling and engineering | |||
| At cost | 128,648 | 102,933 | |
| Net realizable value | 128,583 | 102,844 | |
| Other work in progress | |||
| At cost | 63 | 13,940 | |
| Net realizable value | 63 | 13,847 | |
| Maintenance inventories | |||
| At cost | 41,381 | 36,144 | |
| Net realizable value | 33,617 | 29,168 | |
| Goods | |||
| At cost | 8,010 | 9,104 | |
| Net realizable value | 7,072 | 8,335 | |
| Semi-finished products | |||
| At cost | 33,019 | 30,468 | |
| Net realizable value | 31,008 | 28,910 | |
| Finished products | |||
| At cost | 42,758 | 36,286 | |
| Net realizable value | 39,589 | 33,584 | |
| Total, net | 347,413 | 313,476 |
| In thousands of euros | December 31, 2015 | December 31, 2014 | |||
|---|---|---|---|---|---|
| Undiscounted values |
Carrying amount |
Undiscounted values |
Carrying amount |
||
| Current financial receivables (see Note 5.2.7.5) | 19,205 | 18,833 | 31,456 | 31,213 | |
| Of which Environment Division finance lease receivables | 1,653 | 1,471 | 1,791 | 1,555 | |
| Of which Automotive Division finance receivables | 17,552 | 17,362 | 29,665 | 29,658 | |
| Other current financial assets and financial receivables (see Note 5.2.7.5) | 27,010 | 27,010 | 8,194 | 8,104 | |
| Of which "Current accounts" | 1,852 | 1,852 | 1,934 | 1,934 | |
| Of which "Negotiable debt securities"(1) | 19,030 | 19,030 | – | – | |
| Of which "Other" | 6,128 | 6,128 | 6,260 | 6,170 | |
| Total current financial receivables | 46,215 | 45,843 | 39,650 | 39,317 |
(1) See Note 5.2.7.3 "Loans, Negotiable debt securities and Other financial assets".
Compagnie Plastic Omnium and some of its European and North American subsidiaries have set up several receivables sales programs with French banks. These programs are due within more than two years on average.
Nearly all of these non-recourse programs transfer substantially all the risks and rewards of ownership to the buyer, with only the non-material dilution risk retained by the Group, and the sold receivables are therefore derecognized.
Receivables sold under these programs, and which are therefore no longer included on the balance sheet, totaled €260 million at December 31, 2015, against €235 million at December 31, 2014.
| In thousands of euros | December 31, 2015 | December 31, 2014 | ||||
|---|---|---|---|---|---|---|
| Cost | Impairment | Carrying amount |
Cost | Impairment | Carrying amount |
|
| Trade receivables | 582,264 | (4,409) | 577,855 | 506,713 | (5,111) | 501,602 |
The Group has not identified material customer risk that has not been given an accounting provision in the two periods.
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Sundry receivables | 54,293 | 53,656 |
| Prepayments to suppliers of tooling and prepaid development costs | 36,536 | 12,890 |
| Prepaid and recoverable income taxes | 61,591 | 60,656 |
| Other prepaid and recoverable taxes | 68,046 | 60,470 |
| Employee advances | 951 | 3,369 |
| Prepayments to suppliers of non current assets | 4,272 | 3,240 |
| Other | 225,689 | 194,281 |
| In thousands of currency units | Receivables at December 31, 2015 | Receivables at December 31, 2014 | ||||||
|---|---|---|---|---|---|---|---|---|
| Local currency |
Euro | % | Local currency |
Euro | % | |||
| EUR | Euro | 395,988 | 395,988 | 49% | 373,648 | 373,648 | 54% | |
| USD | US dollar | 200,324 | 184,003 | 23% | 187,162 | 154,157 | 22% | |
| CNY | Chinese yuan | 568,412 | 80,502 | 10% | 441,297 | 58,560 | 8% | |
| GBP | Pound sterling | 41,282 | 56,246 | 7% | 24,145 | 30,999 | 4% | |
| Other | Other currencies | 86,805 | 11% | 78,519 | 11% | |||
| Total | 803,544 | 100% | 695,883 | 100% | ||||
| Of which: | ||||||||
| • Trade receivables | 577,855 | 72% | 501,602 | 72% | ||||
| • Other receivables | 225,689 | 28% | 194,281 | 28% |
Sensitivity tests on exchange rate movements for "Trade and other receivables" give the following results:
| In thousands of currency units |
Sensitivity tests on Receivables at December 31, 2015 | Sensitivity tests on Receivables at December 31, 2014 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base | Increase – all currencies |
Decrease – all currencies |
Base | Increase – all currencies |
Decrease – all currencies |
||||||||
| +10% | +20% | –10% | –20% | +20% | –10% | –20% | |||||||
| Local currency |
Translation rate |
% | % | % | % | Local currency |
Translation rate |
% | % | % | % | ||
| EUR | Euro | 395,988 | 1.00000 | 47% | 45% | 52% | 55% | 373,648 | 1.00000 | 51% | 49% | 56% | 59% |
| USD | US dollar | 200,324 | 0.91853 | 24% | 25% | 22% | 20% | 187,162 | 0.82366 | 23% | 24% | 21% | 20% |
| CNY | Chinese yuan | 568,412 | 0.14163 | 10% | 11% | 9% | 9% | 441,297 | 1.28386 | 9% | 9% | 8% | 7% |
| GBP | Pound sterling | 41,282 | 1.36249 | 7% | 8% | 7% | 6% | 24,145 | 0.13270 | 5% | 5% | 4% | 4% |
| Other | Other currencies | 12% | 11% | 10% | 10% | 12% | 13% | 11% | 10% | ||||
| Total in euros | 803,544 | 844,300 | 885,056 | 762,788 | 722,033 | 695,883 | 728,107 | 760,330 | 663,660 | 631,436 | |||
| Of which: | |||||||||||||
| Trade receivables | 577,855 | 607,164 | 636,473 | 548,547 | 519,238 | 501,602 | 524,830 | 548,057 | 478,375 | 455,148 | |||
| Other receivables | 225,689 | 237,136 | 248,583 | 214,241 | 202,795 | 194,281 | 203,277 | 212,273 | 185,285 | 176,288 |
Currency sensitivity tests on "Trade and other receivables" and "Trade payables and other operating liabilities" (see Note 5.2.9.3) give practically the same net exposure for the Group by currency as the exposure calculated based on actual data in 2015.
As explained in Note 1.1.27 to the accounting rules and methods above, deferred tax assets corresponding to tax loss carryforwards, deductible temporary differences and tax credits are measured based on the probability of sufficient taxable earnings being generated to permit their utilization. To this end, new estimates were made for the year-end closing of accounts, leading to the recognition of assets based on probable use within a relatively short period. This reflects a prudent approach given the current economic context.
Recognized deferred taxes relate to the following items:
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Property, plant and equipment | (46,150) | (42,697) |
| Post-employment benefit obligations | 33,704 | 31,435 |
| Provisions for liabilities and charges | 42,916 | 31,192 |
| Financial instruments | 4,790 | 7,311 |
| Tax loss carryforwards and tax credits | 91,639 | 91,199 |
| Other | (18,164) | (11,843) |
| Impairment of deferred tax assets | (81,129) | (76,308) |
| Total | 27,606 | 30,289 |
| of which: | ||
| Deferred tax assets | 87,310 | 78,067 |
| Deferred tax liabilities | 59,704 | 47,778 |
Unrecognized deferred tax assets on tax loss carryforwards amounted to €55 million at December 31, 2015 against €58 million at December 31, 2014, as follows:
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Evergreen tax loss carryforwards | 45,743 | 50,115 |
| Tax loss carryforwards available for more than 5 years | 2,281 | 3,290 |
| Tax loss carryforwards available for up to 5 years | 3,165 | 2,613 |
| Tax loss carryforwards available for up to 4 years | 1,865 | 1,240 |
| Tax loss carryforwards available for up to 3 years | 1,115 | 605 |
| Tax loss carryforwards available for less than 3 years | 1,156 | – |
| Total | 55,325 | 57,863 |
The change during the year stems essentially from changes in France and Germany.
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Cash at bank and in hand | 212,968 | 182,972 |
| Short-term deposits | 450,188 | 352,440 |
| Total cash and cash equivalents on the balance sheet | 663,156 | 535,412 |
Group cash and cash equivalents breaks down as follows:
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Cash and cash equivalents of the Group's captive reinsurance company | 51,189 | 45,613 |
| Cash and cash equivalents in countries with exchange controls on remittances and transfers(1) |
70,100 | 85,225 |
| Cash equivalents | 541,867 | 404,574 |
| Total cash and cash equivalents on the balance sheet | 663,156 | 535,412 |
(1) The "countries with exchange controls on remittances and transfers" include Brazil, China, India, Chile and Argentina.
The above amounts are presented in the balance sheet as current assets as they are not subject to any general restrictions.
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Cash and cash equivalents | 663,156 | 535,412 |
| Short-term bank loans and overdrafts | (15,891) | (4,148) |
| Net cash and cash equivalents at end of period in the statement of cash flows | 647,265 | 531,264 |
Financial acquisitions made by the Group are broken down into the following two categories:
Acquisitions of shares in subsidiaries and associates, investments leading to a change in control, equity investments in associates, joint ventures and related investments
These are recorded under "Cash flows from investments" in the Consolidated statement of cash flows.
At December 31, 2015, the -€101 thousand under "Acquisitions of interests in non-consolidated companies" relates to the repatriation of amounts set aside in prior years for the creation of non-consolidated shell companies.
At December 31, 2014, the total was €208 thousand for transactions, which, taken individually, were not significant.
The proceeds from disposals of shares in subsidiaries and associates are recorded under "Cash flows from investments" in the consolidated statement of cash flows.
In 2015, the Group disposed of €4 thousand in non-Group securities belonging to Compania Plastic Omnium SA.
In 2014, the Group had disposed of its 50% interest in Signal AG for €16,610 thousand (see Note 2.4 of the 2014 Consolidated Financial Statements on the "Disposal of the Group's stake in Signal AG").
Consolidated funds from operations and proportionate share of funds from operations of associates and joint ventures, after taxes and interest paid, net of dividends paid, break down as follows:
| In thousands of euros | 2015 | 2014 |
|---|---|---|
| Consolidated financial statements | ||
| Funds from operations | 606,117 | 554,756 |
| Tax paid | (65,262) | (80,990) |
| Interest paid | (49,840) | (47,540) |
| Funds from operations after payment of taxes and interest | 491,015 | 426,226 |
| Associates and joint ventures | ||
| Share of funds from operations | 58,408 | 75,253 |
| Share of tax paid | (7,958) | (13,302) |
| Share of interest received/paid | 1,255 | 1,927 |
| Elimination of dividends paid | (24,887) | (22,685) |
| Share of funds from operations after payment of taxes and interest received, net of dividends paid | 26,818 | 41,193 |
| Total | 517,833 | 467,419 |
After opening its new α-Alphatech Research and Development Center for fuel systems on September 1, 2014, the Group put its old technical center in the Oise department up for sale, as well as the one in Laval in the Mayenne department (see Note 2.1 "Investments in the Research and Development Center" of the Consolidated Financial Statements at December 31, 2014).
In addition, the Group put the assets of its Environment Division's former Neustadt (Germany) site up for sale. The plant produced metal drums and has been shut down since May 2015, following the transfer of activities to the Herford plant in Germany.
The breakdown by site of assets reclassified to "Assets and liabilities held for sale" is given below:
| In thousands of euros | December 31, 2015 Total |
|---|---|
| Compiègne technical center in the Oise department | 846 |
| of which Land | 167 |
| of which Buildings, equipment, building improvements, fixtures and fittings | 679 |
| Laval technical center in the Mayenne department | 1,893 |
| of which Land | 178 |
| of which Buildings, equipment, building improvements, fixtures and fittings | 1,715 |
| Environment division's Neustadt site in Germany | 3,041 |
| of which, Land | 2,780 |
| of which Buildings, equipment, building improvements, fixtures and fittings | 261 |
| Net assets held for sale | 5,780 |
5.2.1.1 Share capital of Compagnie Plastic Omnium
| In euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Share capital at January 1 | 9,214,603 | 9,298,621 |
| Capital reduction during the year | – | (84,018) |
| Share capital at end of period (ordinary shares with a par value of €0.06) | 9,214,603 | 9,214,603 |
| Treasury stock | 331,350 | 347,417 |
| Total share capital net of treasury stock | 8,883,254 | 8,867,186 |
Shares registered in the name of the same holder for at least two years carry double voting rights.
At December 31, 2015, Compagnie Plastic Omnium held 5,522,492 treasury shares, i.e. 3.60% of the share capital, against 5,790,280 or 3.77% of share capital at December 31, 2014.
The Board of Directors' meeting of October 24, 2014 had decided to reduce the share capital of Compagnie Plastic Omnium by €84,018.06, as authorized by the twelfth resolution of the Combined Shareholders' meeting of April 30, 2014. The capital reduction was done by cancelling 1,400,301 shares with a par value of €0.06, thus reducing the capital to €9,214,603.20 for 153,576,720 shares, versus €9,298,621.26 for 154,977,021 shares before the transaction.
| In thousands of euros | Actuarial gains/ (losses) recognized in equity |
Cash flow hedges – interest rate instruments |
Cash flow hedges – currency instruments |
Fair value adjustments to property, plant and equipment |
Retained earnings and other reserves |
Attributable to owners of the parent |
|---|---|---|---|---|---|---|
| December 31, 2013 | (22,764) | (7,303) | 419 | 16,726 | 688,197 | 675,275 |
| Movements for 2014 | (16,180) | 3,159 | (468) | 1,430 | 147,855 | 135,796 |
| At December 31, 2014 | (38,944) | (4,144) | (49) | 18,156 | 836,052 | 811,071 |
| Movements for 2015 | (2,455) | 2,484 | – | – | 173,520 | 173,549 |
| At December 31, 2015 | (41,399) | (1,660) | (49) | 18,156 | 1,009,572 | 984,620 |
| In thousands of euros | Shareholders' equity | Total equity | |
|---|---|---|---|
| Attributable to owners of the parent |
Attributable to non-controlling interests |
||
| Adjustment of opening balance sheet for Ford's United States' fuel tank business | (1,469) | – | (1,469) |
| Other changes in scope of consolidation at December 31, 2014 | (1,469) | – | (1,469) |
| Impact IFRIC 21(1) | (435) | – | (435) |
| Partner's subscription to the DSK Plastic Omnium BV capital increase | – | 797 | 797 |
| Other changes in scope of consolidation at December 31, 2015 | (435) | 797 | 362 |
(1) See Note 1.1. "Basis of preparation" on IFRIC 21.
| Dividend per share in euros | December 31, 2015 | December 31, 2014 | ||
|---|---|---|---|---|
| In thousands of euros Number of shares, in units |
Number of shares in 2014 |
Dividend | Number of shares in 2013 |
Dividend |
| Dividend per share (in euros) | 0.37(1) | 0.33(1) | ||
| Total number of shares outstanding at the end of the previous year | 153,576,720 | 154,977,021 | ||
| Total number of shares held in treasury on the ex-dividend date | 5,379,571(2) | 7,262,537(2) | ||
| Total number of shares held in treasury at the year end (for information) |
5,790,280(2) | 8,528,162(2) | ||
| Dividends on ordinary shares | 56,823 | 51,142 | ||
| Dividends on treasury stock (unpaid) | (1,990)(2) | (2,396)(2) | ||
| Total net dividend | 54,833 | 48,746 |
(1) In 2015, Compagnie Plastic Omnium paid a dividend of €0.37 per share on profits from 2014.
In 2014, Compagnie Plastic Omnium paid a dividend of €0.33 per share on profits from 2013.
(2) December 31, 2015: the number of treasury shares taken into account for the determination of the provisional total dividend was 5,790,280 at December 31, 2014. On the 2015 ex-dividend date, there were only 5,379,571 shares in treasury and the dividends attached to treasury shares therefore fell from €2,142 thousand to €1,990 thousand. December 31, 2014: the number of treasury shares taken into account for the determination of the provisional total dividend was 8,528,162 at December 31, 2013. On the 2014 ex-dividend date, there were only 7,262,537 shares in treasury, reducing the dividends attached to those shares from €2,814 thousand to €2,396 thousand.
The recommended dividend in respect of 2015 to be proposed to the Combined Shareholders' Meeting of April 28, 2016, amounts to €0.41 per share, representing a total payout of €62,966 thousand based on the 153,576,720 shares outstanding at December 31, 2015 before deducting treasury stock.
On July 21, 2015, the Board of Directors allocated share purchase options (see minutes of the Shareholders' Meeting of April 25, 2013) with effect as from August 6, 2015 and exercisable as from August 7, 2019 for a three-year period. The exercise of the stock options granted to corporate officers is subject to market and performance conditions, details of which are given in Note 7.3.1 "Compensation paid to Senior Executives and Corporate Officers".
This plan has been assessed according to the method described in Note 1.1.22. The main assumptions used for this assessment are as follows:
| Other information | August 6, 2015 plan |
|---|---|
| Plastic Omnium share price at the plan grant date | 26.33 |
| Exercise price | 24.72 |
| Zero-coupon interest rate | 0.92% |
| Expected volatility | 39.00% |
| Expected dividend rate | 1.75% |
| Maturity | August 7, 2019 |
| Total number of recipients | 172 |
| subject to the achievement of certain market performance criteria | 10 |
| not subject to the achievement of certain market performance criteria | 162 |
On this basis, the plan was valued at €8,510,740. The cost will be amortized on a straight-line basis over the four-year vesting period.
The social contributions amounting to €1,810,846 relating to the implementation of this new plan were recognized in full as expenses in 2015. They were calculated on the basis of 25% of the share price on the stock option allocation date and represent 30% of the total value of the stock options allocated to French beneficiaries (917 thousand stock options).
| Valuation of the August 6, 2015 plan In euros |
Stock options of the August 6, 2015 plan |
Total | ||
|---|---|---|---|---|
| In units for the number of options | Subject to market conditions |
Not subject to market conditions |
||
| Average value of one stock option | 4.34 | 8.68 | 6.79 | |
| Number of options | 545,000 | 708,000 | 1,253,000 | |
| Accounting expense (with adjustment to reserves) | 2,365,300 | 6,145,440 | 8,510,740 |
| Grant date | Options exercisable for |
Grantees | Vesting conditions |
Maximum number of options available under the plan |
Multiplier following the division by three of the par value of the share on May 10, 2011 |
Maximum number of options available under the plan as adjusted for the stock split(1) |
Multiplier following the division by three of the share par value on September 10, 2014 |
Maximum number of options available under the plan as adjusted for the stock split(2) |
|---|---|---|---|---|---|---|---|---|
| July 22, 2008 Stock options | 39 | Employment | 350,000 | 3 | 1,050,000 | 3 | 3,150,000 | |
| April 1, 2010 Stock options | 124 | contract in | 375,000 | 3 | 1,125,000 | 3 | 3,375,000 | |
| March 21, 2012 |
Stock options | 208 | force on the option exercise |
N/A | N/A | 889,500 | 3 | 2,668,500 |
| August 7, 2013 |
Stock options | 184 | date, except in the case |
N/A | N/A | 424,000 | 3 | 1,272,000 |
| August 6, 2015 |
Stock options | 172 | of transfer by the employer, early retirement or retirement |
N/A | N/A | N/A | N/A | 1,253,000 |
(1) On April 28, 2011, the Extraordinary Shareholders' Meeting of Compagnie Plastic Omnium voted to divide the par value of its shares by three, with effect from May 10, 2011. The share price went from €0.50 to €0.17. Since all the plans outstanding at December 31, 2011 preceded that decision, the number of options granted to each employee in each plan as of that date, was multiplied by three and the exercise price divided by three.
(2) On April 25, 2013, the Combined Shareholders' Meeting of Compagnie Plastic Omnium voted to divide the par value of its shares by three, with effect from September 10, 2013. The share price went from €0.17 to €0.06. The number of stock options for every employee in every plan preceding that decision was multiplied by three and the exercise price divided by three.
| Successive effects of the three-to-one split of the Plastic Omnium share |
Plan of July 22, 2008 |
Plan of April 1, 2010 |
Plan of March 21, 2012 |
Plan of August 7, 2013 |
|---|---|---|---|---|
| Effects of division by three of the par value of the share | ||||
| Voted by the Extraordinary Shareholders' Meeting of April 28, 2011: | ||||
| Effective as from May 10, 2011: | ||||
| Number of stock options at January 1, 2011 before division by three of the par value of the share |
340,800 | 371,500 | N/A | N/A |
| Number of stock options at May 10, 2011 after division by three of the par value of the share |
1,022,400 | 1,114,500 | N/A | N/A |
| Effects of division by three of the par value of the share | ||||
| Voted by the Shareholders' Meeting of April 25, 2013: | ||||
| Effective as from September 10, 2013 following the Meeting of the Board of Directors on July 23, 2013: |
||||
| Number of stock options before division by three of the par value of the share in 2013 |
773,422 | 1,030,500 | 842,000 | 424,000 |
| Number of stock options at September 10, 2013 after three-to-one split of the par value of the share(1) |
2,320,266 | 3,091,500 | 2,526,000 | 1,272,000 |
(1) The number of share purchase options was multiplied by three following the division by three of the par value of the Plastic Omnium share on September 10, 2013.
The vesting period for each plan is four years.
| Outstanding options In euros In units for the number of options |
Options outstanding at January 1, 2015 |
Revaluations/ adjustments |
Increases | Decreases | Cost for the period |
Options outstanding at December 31, 2015 |
|||
|---|---|---|---|---|---|---|---|---|---|
| Options granted during the period |
Options forfeited during the period |
Options that expired during the period |
Options exercised during the period |
Total | Of which, options exercisable at December 31, 2015 |
||||
| July 22, 2008 plan | |||||||||
| Number of options | 144,000 | 72,000 | (216,000) | ||||||
| Share price at the grant date | 1.99 | 1.99 | |||||||
| Exercise price | 2.95 | 2.95 | |||||||
| Term | 7 years | 7 years | |||||||
| Unrecognized cost at period-end |
– | – | |||||||
| Remaining life | – | – |
| Outstanding options In euros In units for the number of options |
Options outstanding at January 1, 2015 |
Revaluations/ adjustments |
Increases | Decreases | Cost for the period |
Options outstanding at December 31, 2015 |
|||
|---|---|---|---|---|---|---|---|---|---|
| Options granted during the period |
Options forfeited during the period |
Options that expired during the period |
Options exercised during the period |
Total | Of which, options exercisable at December 31, 2015 |
||||
| April 1, 2010 plan | |||||||||
| Number of options | 1,511,000 | (18,000) | (867,000) | 626,000 | 626,000 | ||||
| Share price at the grant date | 3.2 | 3.2 | |||||||
| Exercise price | 2.84 | 2.84 | |||||||
| Term | 7 years | 7 years | |||||||
| Unrecognized cost at period-end |
– | – | |||||||
| Remaining life | 2.5 years | 1.5 years |
| Outstanding options In euros In units for the number of options |
Options outstanding at January 1, 2015 |
Revaluations/ adjustments |
Increases | Decreases | Cost for the period |
Options outstanding at December 31, 2015 |
|||
|---|---|---|---|---|---|---|---|---|---|
| Options granted during the period |
Options forfeited during the period |
Options that expired during the period |
Options exercised during the period |
Total | Of which, options exercisable at December 31, 2015 |
||||
| March 21, 2012 plan | |||||||||
| Number of options | 2,401,500 | (63,000) | 2,338,500 | None | |||||
| Share price at the grant date |
7.3 | 7.3 | |||||||
| Exercise price | 7.38 | 7.38 | |||||||
| Term | 7 years | 7 years | |||||||
| Unrecognized cost at period-end |
1,151,355 | (127,787) | (837,673) | 185,895 | |||||
| Remaining life | 4.25 years | 3.25 years | |||||||
| Outstanding options In euros In units for the number of options |
Options outstanding at January 1, |
Revaluations/ adjustments |
Increases | Decreases | Cost for the period |
Options outstanding at December 31, 2015 |
|||
| 2015 | Options granted during the |
Options forfeited during the |
Options that expired |
Options exercised during |
Total | Of which, options exercisable |
|||
| period | period | during the |
the period | at December 31, |
|||||
| period | 2015 | ||||||||
| August 7, 2013 plan | |||||||||
| Number of options | 1,233,000 | (33,000) | 1,200,000 | None | |||||
| Share price at the grant date |
17.71 | 17.71 | |||||||
| Exercise price | 16.17 | 16.17 | |||||||
| Term | 7 years | 7 years | |||||||
| Unrecognized cost at period-end |
3,674,990 | (210,419) | (1,331,125) | 2,133,446 | |||||
| Remaining life | 5.6 years | 4.6 years | |||||||
| Outstanding options In euros In units for the number |
Options outstanding at |
Revaluations/ adjustments |
Increases | Decreases | Cost for the period |
Options outstanding at December 31, 2015 |
|||
| of options | January 1, 2015 |
||||||||
| Options granted during the period |
Options forfeited during the period |
Options that expired during the period |
Options exercised during the period |
Total | Of which, options exercisable at December 31, 2015 |
||||
| August 6, 2015 plan | |||||||||
| Number of options | 1,253,000 | 1,253,000 | None | ||||||
| Share price at the grant date Exercise price |
26.33 24.72 |
26.33 24.72 |
Term 7 years 7 years Unrecognized cost at period-end 8,510,740 (855,731) 7,655,009 Remaining life 7 years 6.6 years Total cost for the year (3,024,529)
At December 31, 2015, the shares intended for grant but not yet allocated amounted to 303,000 shares, against 189,000 shares at December 31, 2014.
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Grants recognized in non current liabilities | 13,875 | 11,287 |
| Grants recognized in current liabilities | 281 | 273 |
| Total grants recognized as liabilities | 14,156 | 11,560 |
| In thousands of euros | December 31, 2014 |
Charges | Utilizations | Releases of surplus provisions |
Reclassifications | Actuarial gains/ (losses) |
Translation adjustment |
December 31, 2015 |
|---|---|---|---|---|---|---|---|---|
| Customer warranties | 7,840 | 10,564 | (4,755) | (383) | 4,057 | – | (27) | 17,296 |
| Reorganization plans(1) | 17,153 | 644 | (13,879) | (828) | 46 | – | (120) | 3,017 |
| Taxes and tax risks | 6,117 | 222 | (2,985) | – | – | – | 7 | 3,362 |
| Contract risks(2) | 33,241 | 23,208 | (10,049) | (4,681) | (4,860) | – | 6 | 36,865 |
| Claims and litigation(3) | 4,708 | 592 | (1,044) | (1,541) | – | – | (58) | 2,657 |
| Other(4) | 4,787 | 4,208 | (2,908) | (530) | 757 | – | 7 | 6,321 |
| Provisions for liabilities and charges |
73,846 | 39,438 | (35,619) | (7,963) | – | – | (185) | 69,517 |
| Provisions for pensions and other post-employment benefits(5) |
93,165 | 7,010 | (3,413) | – | – | 1,751 | 3,478 | 101,991 |
| Total | 167,011 | 46,448 | (39,032) | (7,963) | - | 1,751 | 3,293 | 171,508 |
(1) See 2014 Note reference. This refers to the ongoing reorganization plans for the Compiègne-Laval and Saint-Désirat sites.
(2) These are impacts of onerous contracts and losses on completion of development contracts and various risks contracts in the Automotive Division referred to as of 2014.
(3) Charge/reversal for the period mainly concerns ongoing litigation in the Automotive Division.
(4) The sub-section "Other" is made up of non-material individual amounts.
(5) The actuarial gains/losses refer to the lower rates in the Eurozone and the American. Outsourcing of the North American retirement plan (see Note 5.2.6.2) had no impact on changes in retirement provisions for the period, since the reduction in the amount was offset by the reduction in hedging assets.
| In thousands of euros | December 31, 2013 |
Charges | Utilizations | Releases of surplus provisions |
Reclassifications | Actuarial gains/ (losses) |
Translation adjustment |
December 31, 2014 |
|---|---|---|---|---|---|---|---|---|
| Customer warranties | 8,714 | 9,869 | (7,512) | (1,950) | (1,302) | – | 21 | 7,840 |
| Reorganization plans(1) | 16,201 | 12,660 | (11,389) | (299) | – | – | (20) | 17,153 |
| Taxes and tax risks | 6,465 | 1,856 | (2,161) | (32) | – | – | (11) | 6,117 |
| Contract risks(2) | 14,325 | 33,118 | (6,661) | (9,094) | 1,536 | – | 17 | 33,241 |
| Claims and litigation | 5,117 | 507 | (913) | (167) | – | – | 164 | 4,708 |
| Other(3) | 6,305 | 2,383 | (3,003) | (711) | (234) | – | 47 | 4,787 |
| Provisions for liabilities and charges |
57,127 | 60,393 | (31,639) | (12,253) | – | – | 218 | 73,846 |
| Provisions for pensions and other post employment benefits(4) |
65,347 | 5,147 | (3,311) | – | – | 22,685 | 3,297 | 93,165 |
| Total | 122,474 | 65,540 | (34,950) | (12,253) | – | 22,685 | 3,515 | 167,011 |
(1) Charges/reversals for the period mainly concerned the Automotive Division for the Compiègne-Laval site in France, which were still undergoing the reorganization started in prior years, and the Saint-Désirat site in France.
(2) Charges/reversals for the period mainly concerned the risks related to onerous contracts, losses on completion of development contracts and various contract risks on Automotive Division contracts.
(3) The sub-section "Other" was made up of non-material individual amounts.
(4) The actuarial loss corresponds to the fall in interest rates in the Eurozone and the United States, as well as changes to the mortality table in the United States.
The generic term "post-employment benefits" is used to refer to both pension benefits and other employee benefits.
Provisions for pensions mainly cover:
In France, supplementary pension plans only concern executive corporate officers and consist of termination benefits. In other countries, any supplementary pension plans concern all employees.
Plans for the payment of healthcare costs of retired employees mainly concern the North America region (United States).
Other long-term benefits concern other length-of-service awards.
Post-employment benefit plans are set up in accordance with the regulations applicable in each of the Group's host countries. Consequently, the costs recorded in the accounts are not a function of the number of employees in each country.
The regions identified and presented are those for which the regulations are consistent, allowing data to be aggregated. Where no such aggregation is possible, no reference actuarial rates are provided as the differences in parameters are too great to allow an average rate to be calculated. Similarly, sensitivity tests are performed on country data that can be reliably aggregated.
The main actuarial assumptions used to measure post-employment and other long-term benefit obligations are as follows:
| December 31, 2015 | December 31, 2014 | ||||
|---|---|---|---|---|---|
| France | United States |
France | United States |
||
| Managers and non-managers |
Managers and non-managers |
||||
| Minimum age for receiving a full pension | 60 to 62 years | 65 years | 60 to 62 years | 65 years | |
| Age from which no reduction applies | 65 to 67 years | 65 to 67 years | |||
| Discount rate – post-employment benefits | 2.00% | 4.50% | 1.75% | 4.30% | |
| Discount rate – length-of-service awards | 1.50% | 1.60% | |||
| Inflation rate | 1.70% | 1.70% | |||
| Rate of future salary increases | 1.70% to 4.70% | 3.25% | 1.70% to 4.70% | 3.25% | |
| Rate of growth in healthcare costs(1) | 7.50% | 8.00% | |||
| Expected long-term rate of return on pension plan assets | 2.00% | 4.50% | 1.75% | 4.30% |
(1) In the United States, rates are expected to decline by 0.5% per year to reach 5% in 2019.
The Group uses as a reference the bond rates issued by good quality (AA) industrial and commercial companies with maturity equal to the estimated commitment.
In France, benefits are indexed to inflation.
In the United States, the impact of inflation is not material.
The average rates of future salary increases are weighted between "managers" and "other employees" and depending on employees' ages.
These rates are based on long-term market forecasts and take account of each plan's asset allocation.
For other foreign subsidiaries, rate differentials are determined based on local conditions.
The amounts reported in the balance sheet for defined benefit plans are as follows:
| In thousands of euros | Post-employment benefit plans |
Other long-term benefits |
Total | ||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31 | December 31, | December 31, | |||||||
| 2015 | 2014 | 2013 | 2015 | 2014 | 2013 | 2015 | 2014 | 2013 | |
| Projected benefit obligation at January 1 | 125,733 | 86,910 | 89,593 | 6,989 | 7,056 | 7,241 | 132,722 | 93,966 | 96,834 |
| Service cost | 8,300 | 6,212 | 6,337 | 371 | 316 | 309 | 8,671 | 6,529 | 6,646 |
| Interest cost | 4,068 | 3,700 | 3,457 | 99 | 169 | 150 | 4,167 | 3,869 | 3,607 |
| Curtailments, settlements and other | (6,652) | (244) | 488 | (1,299) | (82) | 110 | (7,951) | (326) | 598 |
| Actuarial gains and losses | 6,307 | 25,152 | (7,999) | (20) | (205) | (434) | 6,287 | 24,948 | (8,433) |
| of which, experience adjustments | 1,676 | 221 | 374 | (37) | (180) | (413) | 1,639 | 41 | (39) |
| Benefits paid from plan assets | (13) | 8 | (256) | 17 | 6 | 6 | 4 | 14 | (250) |
| Benefits paid by the Company | (9,529) | (2,903) | (2,429) | (574) | (342) | (300) | (10,103) | (3,246) | (2,729) |
| Translation adjustment | 6,910 | 6,898 | (2,282) | 95 | 71 | (25) | 7,005 | 6,968 | (2,307) |
| Projected benefit obligation at December 31 | 135,123 | 125,733 | 86,910 | 5,678 | 6,989 | 7,056 | 140,802 | 132,722 | 93,966 |
| Change in projected benefit obligation | 9,390 | 38,823 | (2,683) | (1,311) | (68) | (185) | 8,080 | 38,756 | (2,868) |
| Fair value of plan assets at January 1 | 39,557 | 28,619 | 21,439 | – | – | – | 39,557 | 28,619 | 21,439 |
| Return on plan assets | 1,663 | 1,440 | 901 | – | – | – | 1,663 | 1,440 | 901 |
| Employer contributions | 4,757 | 4,005 | 5,209 | – | – | – | 4,757 | 4,005 | 5,209 |
| Actuarial gains and losses | 4,556 | 2,406 | 2,933 | – | – | – | 4,556 | 2,406 | 2,933 |
| Benefit payments funded by plan assets | (7,091) | 77 | (260) | – | – | – | (7,091) | 77 | (260) |
| Curtailments, settlements and other | (8,158) | (660) | (581) | – | – | – | (8,158) | (660) | (581) |
| Translation adjustment | 3,527 | 3,670 | (1,022) | – | – | – | 3,527 | 3,670 | (1,022) |
| Fair value of plan assets at December 31 | 38,811 | 39,557 | 28,619 | – | – | – | 38,811 | 39,557 | 28,619 |
| Change in fair value of plan assets | (746) | 10,937 | 7,180 | – | – | – | (746) | 10,937 | 7,180 |
| Excess of projected benefit obligation over plan assets = provision recorded in the balance sheet |
96,312 | 86,176 | 58,290 | 5,679 | 6,989 | 7,056 | 101,991 | 93,165 | 65,347 |
| • of which France | 49,185 | 44,860 | 36,603 | 4,226 | 4,162 | 3,815 | 53,411 | 49,022 | 40,418 |
| • of which Europe excluding France and Switzerland |
11,105 | 9,998 | 5,054 | 916 | 445 | 887 | 12,021 | 10,442 | 5,941 |
| • of which United States | 28,142 | 26,742 | 14,203 | 537 | 383 | 474 | 28,679 | 27,125 | 14,677 |
| • of which other regions | 7,880 | 4,576 | 2,431 | 1,999 | 1,879 | 7,880 | 6,575 | 4,310 |
The present value of partially funded obligations was €80,801 thousand at December 31, 2015, including €9,216 thousand for French plans and €54,942 thousand for US plans. The present value of partially funded obligations was €74,092 thousand at December 31, 2014, including €8,068 thousand for French plans and €59,326 thousand for American plans.
The American retirement plan was affected by two events that resulted in the outsourcing of all entitlements of retirees and deferred retirees (persons who are no longer employed by the American company, but have not yet reached the age for liquidating their entitlements):
The obligation recognized for entitlements of retirees and deferred members is \$15.3 million; the two events described above resulted in a reduction of the obligation and a proportional reversal of the corresponding provision. Hedging assets were used to fund these two events. A \$0.2 million charge was recognized in the 2015 income statement under "Other operating expenses".
The remaining obligation under this plan concerns employees who joined the company before January 1, 2015, since this plan has been closed since that date.
The Group also carried out a valuation of the defined contribution plans for which the employer's obligation does not end after the premiums have been paid. This is because some defined contribution plans fall within the scope of the definition of defined benefit plans under IAS 19 R due to the existence of legal minimum yields. The impact is a €4 million increase in net obligations in respect of the plans of two Belgian subsidiaries.
The following table shows the net projected benefit obligation by country:
| In thousands of euros | December 31, 2015 | December 31, 2014 | ||||||
|---|---|---|---|---|---|---|---|---|
| France | Europe excluding France |
United States |
Other | France | Europe excluding France |
United States |
Other | |
| Post-employment benefit plans | ||||||||
| Length-of-service awards payable on retirement | 47,217 | 354 | – | 7,880 | 43,985 | 6,775 | 2,951 | 4,575 |
| Supplementary pension plans | 1,968 | 10,751 | 24,576 | – | 875 | 3,223 | 23,315 | – |
| Healthcare plans | – | – | 3,566 | – | – | – | 476 | – |
| Total post-employment benefit obligations | 49,185 | 11,105 | 28,142 | 7,880 | 44,860 | 9,998 | 26,742 | 4,575 |
| Other long-term benefits | 4,226 | 916 | 537 | – | 4,162 | 445 | 383 | 1,999 |
| Total other post-employment benefit obligations | 4,226 | 916 | 537 | – | 4,162 | 445 | 383 | 1,999 |
| Net obligations recognized in the balance sheet | 53,411 | 12,021 | 28,679 | 7,880 | 49,022 | 10,442 | 27,125 | 6,575 |
| December 31, 2015 | December 31, 2014 | ||||
|---|---|---|---|---|---|
| France | United States |
France | United States |
||
| Average maturity of obligations (in years) | 13 | 20 | 13 | 21 | |
| Amount of obligations (in thousands of euros) | 57,200 | 54,942 | 53,150 | 58,444 | |
| of which: | |||||
| Pension obligations | – | 1,677 | – | 4,851 | |
| Deferred obligations | – | 200 | – | 8,357 | |
| Asset obligations | 57,200 | 53,065 | 53,150 | 45,236 |
For retirement obligations, the results of sensitivity tests on the main external variable – discount rates – in 2015 and 2014 were as follows:
| In thousands of euros | December 31, 2015 | December 31, 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Basis | Increase | Decrease | Basis | Increase | Decrease | |||||
| +0.25% | –0.25% | +0.25% | –0.25% | |||||||
| Amount | % | Amount | % | Amount | % | Amount | % | |||
| France | ||||||||||
| Effect on service cost and interest cost |
4,616 | 4,597 | -0.42% | 4,634 | 0.39% | 5,096 | 5,083 | -0.27% | 5,109 | 0.23% |
| Effect on projected benefit obligation |
57,200 | 55,408 | -3.12% | 59,059 | 3.26% | 58,442 | 56,791 | -2.83% | 60,159 | 2.94% |
| United States | ||||||||||
| Effect on service cost and interest cost |
6,302 | 6,137 | -2.62% | 6,469 | 2.65% | 5,699 | 5,550 | -2.61% | 5,848 | 2.61% |
| Effect on projected benefit obligation |
54,942 | 52,317 | -4.78% | 57,705 | 5.03% | 59,324 | 56,268 | -5.15% | 62,330 | 5.07% |
Changes in net balance sheet amounts for defined benefit plans are as follows:
| In thousands of euros | Post-employment Other long-term benefit plans benefits |
Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | December 31, | |||||||
| 2015 | 2014 | 2013 | 2015 | 2014 | 2013 | 2015 | 2014 | 2013 | |
| Net projected benefit obligation at January 1 |
86,176 | 58,290 | 68,151 | 6,989 | 7,056 | 7,241 | 93,165 | 65,347 | 75,394 |
| Expense/income for the year | |||||||||
| Service cost | 8,300 | 6,210 | 6,337 | 371 | 317 | 309 | 8,671 | 6,527 | 6,646 |
| Curtailments, settlements and other | 1,504 | 420 | 1,070 | (1,300) | (76) | 110 | 204 | 344 | 1,180 |
| Benefits paid by the Company | (9,529) | (2,904) | (2,429) | (574) | (342) | (299) | (10,103) | (3,246) | (2,728) |
| Actuarial gains and losses | (20) | (143) | (434) | (20) | (143) | (434) | |||
| Benefit payments funded by plan assets | 7,078 | (69) | 4 | 17 | – | 6 | 7,096 | (69) | 10 |
| Employer contributions | (4,757) | (4,005) | (5,209) | – | – | – | (4,757) | (4,005) | (5,209) |
| Net non-recurring post-employment benefit plan costs recorded in operating expense(2) |
2,596 | (347) | (227) | (1,505) | (245) | (308) | 1,091 | (593) | (535) |
| Interest cost | 4,068 | 3,700 | 3,454 | 100 | 169 | 150 | 4,168 | 3,869 | 3,604 |
| Expected return on plan assets | (1,663) | (1,440) | (901) | – | – | – | (1,663) | (1,440) | (901) |
| Interest costs of post-employment benefit obligations(1) |
2,405 | 2,259 | 2,552 | 100 | 169 | 150 | 2,505 | 2,429 | 2,702 |
| Balance sheet impact | |||||||||
| Actuarial gains and losses | 1,751 | 22,746 | (10,932) | – | (61) | – | 1,751 | 22,685 | (10,932) |
| Translation adjustment | 3,383 | 3,227 | (1,257) | 95 | 71 | (26) | 3,478 | 3,297 | (1,283) |
| Balance sheet impact | 5,135 | 25,972 | (12,188) | 95 | 9 | (26) | 5,230 | 25,982 | (12,214) |
| Net projected benefit obligation at December 31 |
96,312 | 86,176 | 58,290 | 5,679 | 6,989 | 7,056 | 101,991 | 93,165 | 65,347 |
(1) See "Interest cost – post-employment benefit obligations" in Note 4.7 on "Net financial income".
(2) Including -€293 thousand recorded as other operating income and expenses for 2015 versus €1,254 thousand for 2014.
The following table shows the impact of a 1-point change in the healthcare cost trend rate in the United States:
| In thousands of euros | December 31, 2015 | December 31, 2014 | ||
|---|---|---|---|---|
| Increase | Decrease | Increase | Decrease | |
| Effect on provisions for post-employment benefit obligations | 520 | (655) | 448 | (569) |
The funded plan assets at fair value – mainly in the United States – broke down as follows by investment category:
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Equities | 24,713 | 26,146 |
| Bonds | 4,998 | 9,794 |
| Real estate | 194 | 206 |
| Other | 8,905 | 3,412 |
| Total | 38,811 | 39,557 |
Contributions paid in respect of defined contribution plans amounted to €4,681 thousand in 2014, compared with €3,960 thousand in 2013.
Net debt is an important indicator for day-to-day cash management purposes. It is used to determine the Group's debit or credit position outside of the operating cycle. Net debt is defined as:
The history of the Group's private placement notes and bonds is as follows:
On May 21, 2013, the Group issued bonds to the value of €500 million on the European market, without covenants or ratings, as described below:
| Bond issue | Issued in 2013 | |
|---|---|---|
| Issue – fixed rate | (in euros) | 500,000,000 |
| Maturity | May 29, 2020 | |
| Interest rate | 2.875% | |
| Listed | Euronext Paris |
"EuroPP" private bond placement of €250 million without financial "covenant" or "rating" with French banks, as described below:
| Private placement notes | Euro PP | |
|---|---|---|
| Issue – fixed rate | (in euros) | 250,000,000 |
| Maturity | December 12, 2018 | |
| Interest rate | 3.875% | |
| Listed | Euronext Paris |
A €119 million "Schuldschein" private placement notes issue placed mainly with foreign private investors (Asian, German, Canadian and Belgian) but also with French investors, with the following characteristics:
| Private placement – Schuldschein | Amount | Interest rate | |
|---|---|---|---|
| Issue – fixed rate | (in euros) | 45,000,000 | 3.72% |
| 6-month Euribor + |
|||
| Issue – variable rate | (in euros) | 74,000,000 | 240 bps |
| Maturity | June 27, 2017 |
Other financial assets mainly comprise loans, security deposits and surety bonds and negotiable debt securities. They are measured at amortized cost. Whenever there is any objective evidence of impairment – i.e. the carrying amount is lower than the recoverable amount – an impairment provision is recognized through profit or loss. These provisions may be reversed if the recoverable amount subsequently increases.
Other financial assets also include short-term investment securities that do not meet the criteria to be classified as cash equivalents. They are measured at their fair value at the closing date, with changes in fair value recognized in net financial income.
In 2015, the Group subscribed to four negotiable medium-term bank notes with a credit institution.
| Negotiable medium-term notes (non-current portion)(1) | ||
|---|---|---|
| Subscription date | February 24, 2015 | |
| Nominal | in euros | 5,000,000 |
| Maturity (not available for 8 quarters following the subscription date) | February 24, 2020 | |
| Quaterly coupon | Sets the first eight quarters following the issue 3-month Euribor + spread as of the ninth quarter |
(1) See Note 5.1.8 "Other non current financial assets".
| Negotiable medium-term notes (current portion)(2) | |||
|---|---|---|---|
| Subscription date | February 24, 2015 | July 11, 2014(3) | July 13, 2015 |
| Nominal | 5,000,000 | 10,000,000 | 4,000,000 |
| Maturity (not available for 4 quarters following the subscription date) |
February 25, 2019 | July 11, 2018 | July 15, 2019 |
| Quarterly coupon | Sets the first four quarters after the issue 3-month Euribor + spread as of the fifth quarter |
Sets the first four quarters after the issue 3-month Euribor + spread as of the fifth quarter |
Sets the first four quarters after the issue 3-month Euribor + spread as of the fifth quarter |
(2) See Note 5.1.10 "Current financial receivables".
(3) On July 13, 2015, the Group subscribed, on a secondary market, to this investment for which the first issue date was July 11, 2014.
At December 31, 2015 and December 31, 2014, the Plastic Omnium Group had access to several confirmed bank lines of credit with an average maturity of more than four years.
These confirmed bank lines of credit exceeded the Group's requirements. At December 31, 2015, they amounted to €1,269 million, against €1,197 million at December 31, 2014.
| In thousands of euros | December 31, 2015 | December 31, 2014 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total | Income before non operating items |
Non current portion |
Total | Income before non operating items |
Non current portion |
|||
| Finance lease liabilities | 6,640 | 2,503 | 4,137 | 8,681 | 3,191 | 5,490 | ||
| Bonds and bank loans | 1,008,696 | 91,685 | 917,011 | 981,656 | 85,497 | 896,159 | ||
| of which bond issue in 2013 | 504,103 | 8,507 | 495,596 – |
503,187 | 8,507 | 494,680 | ||
| of which EuroPP private placement notes issue | 248,811 | 504 | 248,307 | 248,281 | 504 | 247,777 | ||
| of which Schuldschein private placement notes issue | 119,000 | – | 119,000 | 119,000 | – | 119,000 | ||
| of which bank lines of credit | 136,782 | 82,674 | 54,108 | 111,188 | 76,486 | 34,702 | ||
| Non current and current borrowings (+) | 1,015,336 | 94,188 | 921,148 | 990,337 | 88,688 | 901,649 | ||
| Other current debt (+) | 4 | 4 | – | 17 | 17 | – | ||
| Hedging instruments – liabilities (+)(1) | 12,757 | 12,757 | – | 16,658 | 16,658 | – | ||
| Total borrowings (B) | 1,028,097 | 106,949 | 921,148 | 1,007,012 | 105,363 | 901,649 | ||
| Available-for-sale financial assets – FMEA 2 fund (–)(2) | (1,172) | – | (1,172) | (1,372) | – | (1,372) | ||
| Other financial assets (–) | (83,573) | (18,833) | (64,740) | (76,360) | (31,213) | (45,147) | ||
| of which non current financial receivables(3) | (23,043) | – | (23,043) | (14,707) | – | (14,707) | ||
| of which negotiable debt securities(3) | (5,000) | – | (5,000) | – | – | – | ||
| of which finance receivables(3) | (55,530) | (18,833) | (36,697) | (61,653) | (31,213) | (30,440) | ||
| Other current financial assets and financial receivables (–) | (27,010) | (27,010) | – | (8,104) | (8,104) | – | ||
| of which negotiable debt securities | (19,030) | (19,030) | – | – | – | – | ||
| Hedging instruments, assets (–)(1) | (1,558) | (1,558) | – | (374) | (374) | – | ||
| Total financial receivables (C) | (113,313) | (47,401) | (65,912) | (86,210) | (39,691) | (46,519) | ||
| Gross debt (D) = (B) + (C) | 914,784 | 59,548 | 855,236 | 920,801 | 65,672 | 855,129 | ||
| Cash and cash equivalents (–)(4) | 663,156 | 663,156 | – | 535,412 | 535,412 | – | ||
| Short-term bank loans and overdrafts (+) | (15,891) | (15,891) | – | (4,148) | (4,148) | – | ||
| Net cash and cash equivalents as recorded in the statement of cash flows (A)** |
(647,265) | (647,265) | – | (531,264) | (531,264) | – | ||
| Net debt (E) = (D) + (A)(5) | 267,519 | (587,717) | 855,236 | 389,537 | (465,592) | 855,129 |
(1) See Note 5.2.8 "Interest rate and foreign exchange hedges".
(2) See Note 5.1.7 "Available-for-sale financial assets".
(3) See Note 5.1.8 "Other non current financial assets".
(4) See Note 5.1.13.1 "Cash and cash equivalents – gross".
(5) See Note 5.1.13.2 "Net cash and cash equivalents at close".
| As a % of total debt | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Euro | 88% | 89% |
| US dollar | 5% | 4% |
| Chinese yuan | 4% | 3% |
| Pound sterling | 1% | 2% |
| Brazilian real | 1% | 1% |
| Other currencies(1) | 1% | 1% |
| Total | 100% | 100% |
(1) "Other currencies" concerns various currencies, which, taken individually, account for less than 1% of total financial debt over the two periods.
| As a % of total debt | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Hedged variable rates | 12% | 18% |
| Unhedged variable rates | 8% | 0% |
| Fixed rates | 80% | 82% |
| Total | 100% | 100% |
| In thousands of euros | December 31, 2015 | December 31, 2014 | |||
|---|---|---|---|---|---|
| Assets | Liabilities and Shareholders' Equity |
Assets | Liabilities And Shareholders' Equity |
||
| Interest rate derivatives | – | (8,145) | 10 | (11,911) | |
| Foreign exchange derivatives | 1,558 | (4,612) | 364 | (4,747) | |
| Total balance sheet | 1,558 | (12,757) | 374 | (16,658) |
Interest rate hedges used in first-half 2013 included swaps and caps. Their purpose is to hedge variable rate debt against increases in interest rates.
The total notional amount of derivative instruments used to manage interest rate risks was €255 million at December 31, 2015 (€355 million at December 31, 2014).
At December 31, 2015, the nominal value of cash-flow hedges as per IAS 39 amounted to €60 million (€135 million at December 31, 2014). In 2015, €100 million of interest rate swaps reached maturity and no interest rate derivatives were set up, settled or restructured.
Non-hedging instruments nonetheless form part of the Group's interest rate hedging strategy, as it obtains financing at variable rates of interest, in particular under the framework of its sales of receivables.
The derivatives are recognized in the balance sheet at fair value under "Hedging instruments" in assets or in liabilities.
For derivatives that qualify for hedge accounting under IFRS:
Changes in fair value of instruments that do not qualify for hedge accounting are recognized directly in profit or loss.
| In thousands of euros | December 31, 2015 | December 31, 2014 | |||||
|---|---|---|---|---|---|---|---|
| Fair value of hedging instruments |
Recorded in assets |
Recorded in liabilities |
Fair value of hedging instruments |
Recorded in assets |
Recorded in liabilities |
||
| Interest rate derivatives (fair value) | (8,145) | – | (8,145) | (11,901) | 10 | (11,911) | |
| Outstanding premiums | (1,035) | – | (1,035) | (1,717) | – | (1,717) | |
| Total fair value and outstanding premiums | – | (9,180) | 10 | (13,628) |
| Composition of interest rate derivatives portfolio: | |
|---|---|
| ----------------------------------------------------- | -- |
| In thousands | December 31, 2015 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| of euros | Fair value |
Recorded in assets |
Recorded in liabilities |
Effective portion included in OCI(1) |
Nominal | Maturity | Reference interest rate |
Outstanding premiums(2) |
Nature of derivative |
|||
| Caps | – | – | – | – | 60,000 | May 2017 | 2-month Euribor |
– | CFH(3) | |||
| Caps | – | – | – | – | 90,000 | June 2017 | 1-month Euribor |
– | Not considered |
|||
| Swaps | (8,145) | – | (8,145) | – | 105,000 | February 2019 | 1-month Euribor |
N/A | Not considered |
|||
| Total | (8,145) | – | (8,145) | – | 255,000 | – |
(1) OCI: Other comprehensive income.
(2) Cap premiums are paid out in installments over the duration of the instruments. Outstanding premium amounts are classified under liabilities and shareholders' equity in the consolidated balance sheet under "Non-current debt" and "Current debt".
(3) CFH: Cash flow hedges.
| In thousands | December 31, 2014 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| of euros | Fair value |
Recorded in assets |
Recorded in liabilities |
Effective portion included in OCI(1) |
Nominal | Maturity | Reference interest rate |
Outstanding premiums(2) |
Nature of derivative |
|||
| Caps | 7 | 7 | – | – | 60,000 | May 2017 | 2-month Euribor |
(715) | CFH(3) | |||
| Caps | 3 | 3 | – | – | 90,000 | June 2017 | 1-month Euribor |
(1,002) | Not considered |
|||
| Swaps | (1,414) | – | (1,414) | (1,414) | 75,000 | June 2015 | 6-month Euribor |
N/A | CFH(3) | |||
| Swaps | (261) | – | (261) | – | 25,000 | August 2015 | 1-month Euribor |
N/A | Not considered |
|||
| Swaps | (10,236) | – | (10,236) | – | 105,000 | February 2019 | 1-month Euribor |
N/A | Not considered |
|||
| Total | (11,901) | 10 | (11,911) | (1,414) | 355,000 | (1,717) |
(1) OCI: Other comprehensive income.
(2) Cap premiums are paid out in installments over the duration of the instruments. Outstanding premium amounts are classified under liabilities and shareholders' equity in the consolidated balance sheet under "Non-current debt" and "Current debt".
(3) CFH: Cash flow hedges.
The following amounts are expressed as gross values before tax.
| In thousands of euros | Balance before tax recorded in OCI(1) at December 31, 2014 |
Transactions in the period |
Change in fair value of derivatives |
Fair value adjustments reclassified in profit or loss |
Balance before tax recorded in OCI(1) at December 31, 2015 |
|---|---|---|---|---|---|
| Effective portion of gains and losses on derivatives in the portfolio |
(1,414) | – | 1,414 | – | – |
| Effect of August 2010 and February 2012 restructuring of the derivatives portfolio(2) |
3,303 | – | – | (676) | 2,627 |
| Effect of June 2013 restructuring of the derivatives portfolio | (8,453) | – | – | 3,296 | (5,157) |
| Total | (6,564) | – | 1,414 | 2,620 | (2,530) |
| In thousands of euros | Balance before tax recorded in OCI(1) at December 31, 2013 |
Transactions in the period |
Change in fair value of derivatives |
Fair value adjustments reclassified in profit or loss |
Balance before tax recorded in OCI(1) at December 31, 2014 |
|---|---|---|---|---|---|
| Effective portion of gains and losses on derivatives in the portfolio |
(1,630) | – | 216 | – | (1,414) |
| Effect of August 2010 and February 2012 restructuring of the derivatives portfolio(2) |
3,258 | – | – | 45 | 3,303 |
| Effect of June 2013 restructuring of the derivatives portfolio | (12,582) | – | – | 4,129 | (8,453) |
| Total | (10,954) | – | 216 | 4,174 | (6,564) |
(1) OCI: Other comprehensive income.
(2) Restructuring of derivatives portfolio with no impact on cash flow, so as to extend maturity of hedging instruments.
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Effective component of hedging instruments related to derivatives portfolio (hedging of interest rates accruing over the period) |
(4,217) | (4,643) |
| Reclassification in profit or loss of accumulated gains and losses following past restructurings(1) |
(2,620) | (4,174) |
| Time value of caps | 674 | 256 |
| Changes in fair value of instruments that do not qualify for hedge accounting | 2,332 | (2,118) |
| Total(2) | (3,831) | (10,679) |
(1) See Note 5.2.8.1.2 "Reclassified in profit or loss".
(2) See "Gains or losses on interest rate and currency hedges" in Note 4.7 "Net financial income". See also the impact of currency hedges in Note 5.2.8.2.
The Group uses derivatives to hedge its exposure to currency risks. Changes in the fair value of financial instruments are recorded in profit or loss since January 1, 2014.
| December 31, 2015 | December 31, 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Fair value in thousands of euros |
Notional amount in thousands of currency units |
Medium term exchange rate |
Exchange rate at December 31, 2015 |
Fair value in thousands of euros |
Notional amount in thousands of currency units |
Medium term exchange rate |
Exchange rate at December 31, 2014 |
|
| Currency/ Euro |
Currency/Euro | Currency/ Euro |
Currency/ Euro |
|||||
| Net sell position (net buy position if <0) |
||||||||
| USD – Forward exchange contract |
+221 | (31,891) | 1.1024 | 1.0887 | (147) | (6,347) | 1.2557 | 1.2141 |
| GBP – Forward exchange contract | +510 | (30,561) | 0.7280 | 0.7340 | – | – | – | – |
| HUF – Forward exchange contract | +1 | (59,396) | 313.5869 | 315.9800 | +5 | (54,035) | 306.6140 | 315.5400 |
| CNY – Forward exchange contract | +253 | (48,000) | 7.0550 | 7.0608 | – | – | – | – |
| MYR – Forward exchange contract | – | (1,060) | 4.6942 | 4.6959 | – | – | – | – |
| PLN – Forward exchange contract | – | – | – | – | +15 | +12,000 | 4.3074 | 4.2732 |
| USD – Forward currency swap | (4,596) | (191,950) | 1.1200 | 1.0887 | (4,776) | (180,000) | 1.2553 | 1.2141 |
| GBP – Forward currency swap | (62) | (11,617) | 0.7368 | 0.7340 | +19 | +7,800 | 0.7804 | 0.7789 |
| CZK – Forward currency swap | – | +834 | 26.9350 | 27.0230 | +15 | (71,531) | 27.5830 | 27.7350 |
| PLN – Forward currency swap | – | – | – | – | +14 | (4,112) | 4.2493 | 4.2732 |
| RUB – Forward currency swap | +619 | (900,000) | 76.7620 | 80.6736 | +471 | (700,000) | 72.2350 | 72.337 |
| SEK – Forward currency swap | – | – | – | – | +1 | +436 | 9.4435 | 9.3930 |
| Total | (3,054) | (4,383) |
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Value of unsettled currency hedges | 1,329 | (4,383) |
| Total(1) | 1,329 | (4,383) |
(1) See "Gains or losses on interest rate and currency hedges" in Note 4.7 "Net financial income". See also Note 5.2.8.1.3 "Impact of interest rate hedging on the Income statement".
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Trade payables | 897,404 | 734,023 |
| Due to suppliers of fixed assets | 113,027 | 69,970 |
| Total | 1,010,431 | 803,993 |
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Accrued employee benefits expense | 119,769 | 111,941 |
| Accrued income taxes | 30,877 | 25,167 |
| Other accrued taxes | 67,090 | 53,290 |
| Other payables | 141,497 | 125,890 |
| Customer prepayments | 144,744 | 158,115 |
| Total | 503,977 | 474,403 |
| In thousands of currency units | Liabilities at December 31, 2015 | Liabilities at December 31, 2014 | ||||||
|---|---|---|---|---|---|---|---|---|
| Local currency |
Euro | % | Local currency |
Euro | % | |||
| EUR | Euro | 689,143 | 689,143 | 46% | 629,548 | 629,548 | 49% | |
| USD | US dollar | 426,623 | 391,865 | 26% | 374,742 | 308,658 | 24% | |
| GBP | Pound sterling | 109,647 | 149,393 | 10% | 72,839 | 93,515 | 7% | |
| CNY | Chinese yuan | 720,017 | 101,974 | 7% | 643,506 | 85,393 | 7% | |
| BRL | Brazilian real | 62,169 | 14,419 | 1% | 90,831 | 28,202 | 2% | |
| Other | Other currencies | 167,614 | 10% | 133,080 | 11% | |||
| Total | 1,514,408 | 100% | 1,278,396 | 100% | ||||
| Of which: | ||||||||
| • Trade payables | 1,010,431 | 67% | 803,993 | 63% | ||||
| • Other operating liabilities | 503,977 | 33% | 474,403 | 37% |
Sensitivity tests on exchange rate movements for "Trade payables and other liabilities" give the following results:
| In thousands | of currency units | Sensitivity tests on liabilities at December 31, 2015 |
Sensitivity tests on liabilities at December 31, 2014 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base | Increase – all currencies |
Decrease – all currencies |
Base | Increase – all currencies |
Decrease – all currencies |
|||||||||
| +10% | +20% | –10% | –20% | +10% | +20% | –10% | –20% | |||||||
| Local currency |
Translation rate |
% | % | % | % | Local currency |
Translation rate |
% | % | % | % | |||
| EUR | Euro | 689,143 | 1.00000 | 43% | 41% | 48% | 51% | 629,548 | 1.00000 | 49% | 47% | 45% | 52% | |
| USD | US dollar | 426,623 | 0.91853 | 27% | 28% | 25% | 23% | 374,742 | 0.82366 | 24% | 25% | 26% | 23% | |
| GBP | Pound sterling | 109,647 | 1.36249 | 10% | 11% | 9% | 9% | 72,839 | 1.28386 | 7% | 8% | 8% | 7% | |
| CNY | Chinese yuan | 720,017 | 0.14163 | 7% | 7% | 6% | 6% | 643,506 | 0.13270 | 7% | 7% | 7% | 6% | |
| BRL | Brazilian real | 62,169 | 0.23193 | 1% | 1% | 1% | 1% | 90,831 | 0.31049 | 2% | 2% | 2% | 2% | |
| Other | Other currencies | 12% | 12% | 11% | 10% | 11% | 11% | 12% | 10% | |||||
| Total in euros | 1,514,408 | 1,596,935 | 1,679,462 | 1,431,882 | 1,349,355 | 1,278,396 | 1,343,281 | 1,408,166 | 1,213,511 | 1,148,627 | ||||
| Of which: | ||||||||||||||
| • Trade payables | 1,010,431 | 1,065,493 | 1,120,556 | 955,368 | 900,305 | 803,993 | 844,800 | 885,606 | 763,187 | 722,380 | ||||
| • Other operating liabilities | 503,977 | 531,442 | 558,906 | 476,514 | 449,050 | 474,403 | 498,481 | 522,560 | 450,324 | 426,247 |
Currency sensitivity tests on "Trade payables and other operating liabilities" and "Trade and other receivables" (see Note 5.1.11) gives practically the same net exposure for the Group by currency as the exposure calculated based on actual data in 2014.
Compagnie Plastic Omnium has set up a global cash management system with its subsidiary Plastic Omnium Finance, which manages liquidity, currency and interest rate risks on behalf of all subsidiaries. The market risks strategy, which may involve entering into balance sheet and off-balance sheet commitments, is approved every quarter by the Chairman and Chief Executive Officer.
Plastic Omnium raises equity and debt capital on the markets to meet its objective of maintaining ready access to sufficient financial resources to carry out its business operations, fund the investments required to drive growth and respond to exceptional circumstances.
It seeks funding from the capital markets, leading to capital and financial liabilities management.
Under its capital management, the Group pays dividends to its shareholders and may adjust its strategy in line with changes in economic conditions.
The capital structure may also be adjusted by paying ordinary or special dividends, buying back and canceling Company shares, returning a portion of the share capital to shareholders or issuing new shares and/or securities carrying rights to shares.
The Group uses the gearing ratio – corresponding to the ratio of consolidated net debt to equity – as an indicator of its financial condition. Net debt includes all of the Group's interest-bearing financial liabilities (other than operating payables) less cash and cash equivalents and other financial assets (other than operating receivables), such as loans and marketable securities. At December 31, 2015 and December 31, 2014, the gearing ratio stood at:
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Net debt(1) | 267,519 | 389,537 |
| Equity (including non current government grants) | 1,301,194 | 1,083,275 |
| Gearing ratio | 20.56% | 35.96% |
(1) See Note 5.2.7.5 "Reconciliation of gross and net debt".
None of the Group's bank loans or financial liabilities contains acceleration clauses based on compliance with financial ratios.
As part of its capital management strategy, the Group has made the following changes to its liquidity contract with financial institutions:
Compagnie Plastic Omnium ended the liquidity agreement signed with CM-CIC Securities.
It signed a new liquidity agreement (0 share and €3,000 thousand in cash) on January 2, 2015 with Kepler Capital Markets SA, with a one-year term, renewable automatically. The agreement is compliant with the Code of Ethics drawn up by AMAFI (French Association of Financial Markets) and approved by the AMF (decision of March 21, 2011) and relates to Compagnie Plastic Omnium ordinary shares. The liquidity account shows the following positions:
Plastic Omnium's operations use large quantities of plastic, steel, paint and other raw materials which are subject to price changes that could have an impact on its operating margin.
To limit the risks of price fluctuations, the Group has negotiated price indexation clauses with most of its automotive customers or, failing that, regularly renegotiates selling prices.
The Environment Division, as part of its proactive sustainability policy, manufactures its products using over 50% recycled plastic, which by nature is scarcely affected by price swings. For the remainder, the Division negotiates annual price contracts with its suppliers. Lastly, inventories are managed to reduce the price impact as much as possible.
Taking these measures together, the Group considers that raw material price changes do not have a material impact on its operating margin.
Credit risk covers customer credit risk and bank counterparty risk.
At December 31, 2015, 8.6% of the Group's Trade receivables were past due, against 8% at December 31, 2014. Trade receivables break down as follows:
Ageing analysis of receivables
| December 31, 2015 In thousands of euros |
Total outstanding |
Not yet due |
Due and past due |
Less than 1 month |
1-2 months |
2-4 months |
4-6 months |
6-12 months |
More than 12 months |
|---|---|---|---|---|---|---|---|---|---|
| Automotive | 522,799 | 484,679 | 38,120 | 19,621 | 9,980 | 2,083 | 618 | 2,754 | 3,064 |
| Environment | 46,780 | 35,394 | 11,386 | 6,377 | 779 | 1,078 | 596 | 576 | 1,980 |
| Unallocated items | 8,276 | 8,261 | 15 | – | – | – | – | – | 15(1) |
| Total | 577,855 | 528,334 | 49,521 | 25,998 | 10,759 | 3,161 | 1,214 | 3,330 | 5,059 |
| December 31, 2014 In thousands of euros |
Total outstanding |
Not yet due |
Due and past due |
Less than 1 month |
1-2 months |
2-4 months |
4-6 months |
6-12 months |
More than 12 months |
|---|---|---|---|---|---|---|---|---|---|
| Automotive | 443,221 | 413,546 | 29,675 | 15,418 | 2,611 | 3,797 | 366 | 6,175 | 1,308 |
| Environment | 43,365 | 32,641 | 10,724 | 5,362 | 1,521 | 712 | 267 | 367 | 2,495 |
| Unallocated items | 15,016 | 14,886 | 130 | 108 | – | – | – | – | 22(1) |
| Total | 501,602 | 461,073 | 40,529 | 20,888 | 4,132 | 4,509 | 633 | 6,542 | 3,825 |
(1) This item corresponds to receivables regarding disposed entities and definitively recognized as receivables with regard to external third parties.
The risk of non-recovery is low and involves only a non-material amount of receivables more than twelve months past due.
The Group invests its cash surplus with first class banks and/or in senior securities.
The Group needs access, at all times, to adequate financial resources not only to finance operations and the investments required to support its growth, but also to withstand the effects of any exceptional events.
This requirement is met primarily through medium-term bank lines of credit, but also through short-term bank facilities.
The cash position of each division and the Group position are reviewed on a daily basis and a cash report is submitted to the Chairman and Chief Executive Officer and the Chief Operating Officers every week.
Undiscounted values can be reconciled to the information listed in the table in Note 6.4.2 on "Liquidity risk by maturity".
| In thousands of euros | December 31, 2015 | December 31, 2014 | ||
|---|---|---|---|---|
| Undiscounted finance receivables |
Carrying amount |
Undiscounted finance receivables |
Carrying amount |
|
| Due in one to five years | 37,979 | 36,530 | 31,406 | 30,107 |
| Other receivables (see Note 5.1.8) | 48 | 48 | 19 | 19 |
| Finance receivables related to Environment finance leases (see Note 5.1.8) |
2,625 | 2,405 | 4,119 | 3,712 |
| Automotive Division finance receivables (see Note 5.1.8) | 35,306 | 34,077 | 27,268 | 26,376 |
| Due beyond five years | 249 | 215 | 445 | 376 |
| Other receivables (see Note 5.1.8) | – | – | 24 | 24 |
| Finance receivables related to Environment finance leases (see Note 5.1.8) |
249 | 215 | 421 | 352 |
| Total | 38,228 | 36,745 | 31,851 | 30,483 |
Liquidity risk by maturity is calculated on the basis of the undiscounted contractual cash flows of financial liabilities. An analysis of liquidity risk yields the following:
| In thousands of euros | December 31, 2015 | Less than 1 year |
1 to 5 years |
More than 5 years |
|---|---|---|---|---|
| Financial assets | ||||
| Available-for-sale financial assets | 1,528 | – | 1,528 | – |
| Other financial assets – Non-current | 28,043 | – | 28.043 | – |
| Finance receivables – Current portion(1) | 57,385 | 19,205 | 37,931 | 249 |
| Trade receivables(2) | 577,855 | 572,796 | 5,059 | – |
| Other financial assets and financial receivables – Current | 27,010 | 27,010 | – | – |
| Hedging instruments | 1,558 | 1,558 | – | – |
| Cash and cash equivalents | 663,156 | 663,156 | – | – |
| Total financial assets | 1,356,535 | 1,283,725 | 72,561 | 249 |
| Financial liabilities | ||||
| Non current debt(3) | 1,037,995 | 28,546 | 1,005,728 | 3,721 |
| Bank overdrafts | 15,891 | 15,891 | – | – |
| Current debt(4) | 97,890 | 97,890 | – | – |
| Other current debt | 4 | 4 | – | – |
| Hedging instruments | 12,757 | 12,757 | – | – |
| Trade payables | 1,010,431 | 1,010,431 | – | – |
| Total financial liabilities | 2,174,969 | 1,165,520 | 1,005,728 | 3,721 |
| Financial assets and financial liabilities – net(5) | (818,434) | 118,205 | (933,167) | (3,472) |
| In thousands of euros | December 31, 2014 | Less than 1 year |
1 to 5 years |
More than 5 years |
|---|---|---|---|---|
| Financial assets | ||||
| Available-for-sale financial assets | 1,841 | – | 1,841 | – |
| Other financial assets – Non-current | 14,707 | – | 14,683 | 24 |
| Finance receivables – Current portion(1) | 63,264 | 31,456 | 31,387 | 421 |
| Trade receivables(2) | 501,602 | 497,777 | 3,825 | – |
| Other financial assets and financial receivables - Current | 8,194 | 8,194 | – | – |
| Hedging instruments | 374 | 374 | – | – |
| Cash and cash equivalents | 535,412 | 535,412 | – | – |
| Total financial assets | 1,125,394 | 1,073,213 | 51,736 | 445 |
| Financial liabilities | ||||
| Non current debt(3) | 1,045,442 | 27,667 | 505,659 | 512,115 |
| Bank overdrafts | 4,148 | 4,148 | – | – |
| Current debt(4) | 92,215 | 92,215 | – | – |
| Other current debt | 17 | 17 | – | – |
| Hedging instruments | 16,658 | 16,658 | – | – |
| Trade payables | 803,993 | 803,993 | – | – |
| Total financial liabilities | 1,962,473 | 944,699 | 505,659 | 512,115 |
| Financial assets and financial liabilities – net(5) | (837,079) | 128,514 | (453,923) | (511,670) |
(1) Undiscounted amounts (see Notes 5.1.10 "Current financial receivables" and 6.4.1 "Other long-term financial receivables").
(2) "Trade receivables" includes €49,521 thousand past due at December 31, 2015, against €40,529 thousand at December 31, 2014. See Note 6.3.1 on "Customer credit risk".
(3) Non-current borrowings include the amounts reported in the balance sheet and interest payable over the remaining life of the debt.
(4) Current borrowings include the amounts reported in the balance sheet and interest due within one year.
(5) See Note 5.2.7.4 on confirmed medium-term credit lines and drawdowns: in 2015 and 2014, confirmed and undrawn bank lines of credit comfortably covered the Group's medium-term cumulative financing needs.
Plastic Omnium's activities are based for the most part on local plants: By producing locally what is sold locally, the Group has little exposure to currency fluctuations, aside from currency translation adjustments for the financial statements.
The Company's policy is to minimize the currency risk on transactions involving a future inflow or outflow of funds. Nonetheless, if a transaction does give rise to a material currency risk, it is hedged by a forward currency contract. The subsidiary involved places this hedge with the central treasury or, with the latter's approval, locally.
Interest rate risk relates to the effect of possible increases in variable rates on variable rate debt, which would have a negative impact on net financial income. Interest rate risk on debt is managed by the Group with the prime objective of keeping debt financing costs relatively low so as not to threaten profits.
At December 31, 2015, as at December 31, 2014, most of the Group's financing was at fixed rates (see Note 5.2.7.7 "Analysis of debt by type of interest rate" and Note 5.2.8.1 "Interest rate hedges").
Financial transactions, particularly interest rate hedges, are carried out with a number of leading financial institutions. A competitive bidding process is used for all material transactions, one of the selection criteria being satisfactory resource and counterparty diversification.
At December 31, 2015, an increase of 1% in the rate of interest charged on the variable-rate debt would result in a net increase of €0.3 million in interest expense, after taking into account the impact of hedging instruments, compared with an increase of €1.5 million (in interest expense, after the impact of hedging instruments, for a 1% increase in the rate charged on variable-rate debt) at December 31, 2014.
At December 31, 2015, a 1% reduction in the interest rate charged on the variable-rate debt would result in a net decrease of €0.1 million in interest expense, after taking into account the impact of hedging instruments, compared with a decrease of €0.04 million (in interest expense, after the impact of hedging instruments, for a 1% reduction in the rate charged on floating-rate debt) at December 31, 2014.
Most of the derivatives are traded over-the-counter on which there are no listed prices. Accordingly, they are valued based on models commonly used by traders to evaluate financial instruments (future discounted cash flow models or option valuation models).
Financial assets and liabilities by category and fair value break down as follows:
| In thousands of euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Assets | 2015 | ||||||||
| At | At fair value | Total | Valued | Instrument | Valuations | Valuations | |||
| amortized cost |
Through the income statement |
Through shareholders' equity (AFS)(2) |
Through shareholders' equity (CFH hedge)(3) |
Carrying amount |
at cost | listed on an active market (level 1) |
based on observable market data (level 2) |
based on unobservable market data (level 3) |
|
| Available-for-sale financial assets | – | – | 1,528 | – | 1,528 | 1,528 | – | – | – |
| Other non-current financial assets | 64,740 | – | – | – | 64,740 | – | – | – | – |
| Finance receivables – current portion |
18,833 | – | – | – | 18,833 | – | – | – | – |
| Trade receivables | 577,855 | – | – | – 577,855 | – | – | – | – | |
| Other current financial assets and financial receivables |
27,010 | – | – | – | 27,010 | – | – | – | – |
| Hedging instruments | – | 1,558 | – | – | 1,558 | – | – | 1,558 | – |
| Cash and cash equivalents | – | 663,156 | – | – 663,156 | – | 444,614 | 218,542 | – |
| In thousands of euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Liabilities | At | At fair value | Total | Valued | Instrument | Valuations | Valuations | ||
| amortized cost |
Through the income statement |
Through shareholders' equity (AFS)(2) |
Through shareholders' equity (CFH hedge)(3) |
Carrying amount |
at cost | listed on an active market (level 1) |
based on observable market data (level 2) |
based on unobservable market data (level 3) |
|
| Non-current borrowings(1) | 921,148 | – | – | 921,148 | – | – | – | – | |
| Bank overdrafts | 15,891 | – | – | 15,891 | – | – | – | – | |
| Current debt | 94,188 | – | – | 94,188 | – | – | – | – | |
| Other current debt | 4 | – | – | 4 | – | – | – | – | |
| Hedging instruments | – | – | 12,757 | 12,757 | – | – | 12,757 | – | |
| Trade payables | 1,010,431 | – | – | 1,010,431 | – | – | – | – |
| In thousands of euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Assets | 2014 | ||||||||
| At | At fair value | Total | Valued | Instrument | Valuations | Valuations | |||
| amortized cost |
Through the income statement |
Through shareholders' equity (AFS)(2) |
Through shareholders' equity (CFH hedge)(3) |
Carrying amount |
at cost | listed on an active market (level 1) |
based on observable market data (level 2) |
based on unobservable market data (level 3) |
|
| Available-for-sale financial assets | – | – | 1,841 | – | 1,841 | 1,841 | – | – | –- |
| Other non-current financial assets | 45,147 | – | – | – | 45,147 | – | – | – | – |
| Finance receivables – current portion |
31,213 | – | – | – | 31,213 | – | – | – | – |
| Trade receivables | 501,602 | – | – | – 501,602 | – | – | – | – | |
| Other current financial assets and financial receivables |
8,104 | – | – | – | 8,104 | – | – | – | – |
| Hedging instruments | – | 374 | – | – | 374 | – | – | 374 | – |
| Cash and cash equivalents | – | 535,412 | – | – 535,412 | – | 310,977 | 224,435 | – |
| In thousands of euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Liabilities | At | At fair value | Total | Valued | Instrument | Valuations | Valuations | ||
| amortized Through Through Through cost the shareholders' shareholders' income equity (AFS) (2) equity (CFH statement hedge)(3) |
Carrying amount |
at cost | listed on an active market (level 1) |
based on observable market data (level 2) |
based on unobservable market data (level 3) |
||||
| Non-current borrowings(1) | 901,649 | – | – 901,649 | – | – | – | – | ||
| Bank overdrafts | 4,148 | – | – | 4,148 | – | – | – | – | |
| Current debt | 88,688 | – | – | 88,688 | – | – | – | – | |
| Other current debt | 17 | – | – | 17 | – | – | – | – | |
| Hedging instruments | – | – | 16,658 | 16,658 | – | – | 16,658 | – | |
| Trade payables | 803,993 | – | – 803,993 | – | – | – | – |
(1) See Note 5.2.7.5 "Reconciliation of gross and net debt". This includes "Finance lease liabilities" and "Bonds and bank loans".
(2) AFS: "Available for sale".
(3) CFH: "Cash Flow Hedge".
There were no transfers between fair value levels in 2015, as in 2014.
The fair value of financial assets and liabilities at amortized cost was close to the carrying amount, except for current and non-current debt.
| In thousands of euros | Balance sheet values at December 31, 2015 |
Fair value at December 31, 2015 |
||||
|---|---|---|---|---|---|---|
| Total | Income before non operating items |
Non-current portion |
Total | Income before non operating items |
Non-current portion |
|
| Bonds and bank loans(1) | 1,008,696 | 91,685 | 917,011 | 1,055,535 | 92,098 | 963,437 |
| In thousands of euros | Balance sheet values at December 31, 2014 |
Fair value at December 31, 2014 |
||||
|---|---|---|---|---|---|---|
| Total | Income before non operating items |
Non-current portion |
Total | Income before non operating items |
Non-current portion |
|
| Bonds and bank loans | 981,656 | 85,497 | 896,159 | 997,126 | 85,354 | 911,773 |
(1) See Note 5.2.7.5 "Reconciliation of gross and net debt".
duration of the product at year end (level 2). The discount rate used is the market rate matching the product's maturity and characteristics.
| December 31, 2015 | December 31, 2014 | ||||||
|---|---|---|---|---|---|---|---|
| Excluding temporary staff |
Temporary staff |
Total | Excluding temporary staff |
Temporary staff |
Total | Change over total |
|
| France | 4,494 | 1,039 | 5,533 | 4,500 | 723 | 5,223 | 6% |
| % | 27.0% | 28.4% | 27.3% | 27.9% | 22.8% | 27.1% | |
| Europe excluding France | 5,495 | 1,238 | 6,733 | 5,109 | 1,215 | 6,324 | 6% |
| % | 33.0% | 33.8% | 33.2% | 31.7% | 38.4% | 32.8% | |
| North America | 3,455 | 569 | 4,024 | 3,161 | 526 | 3,687 | 9% |
| % | 20.8% | 15.5% | 19.8% | 19.6% | 16.6% | 19.1% | |
| Asia and South America(1) | 3,184 | 815 | 3,999 | 3,334 | 704 | 4,038 | -1% |
| % | 19.1% | 22.3% | 19.7% | 20.7% | 22.2% | 21.0% | |
| Total | 16,628 | 3,661 | 20,289 | 16,104 | 3,168 | 19,272 | 5% |
(1) The "Asia and South America" region includes Turkey, South Africa and Morocco.
| In thousands of euros | Total | Intangible assets |
Property, plant and equipment |
Financial assets and liabilities |
Other non financial current assets/liabilities |
|---|---|---|---|---|---|
| Surety bonds given | (14,719) | – | (810) | (1,788) | (12,121) |
| Commitments to purchase assets(1) | (84,506) | – | (84,506) | – | – |
| Debt collateral (mortgages) | (4,151) | – | – | (4,151) | – |
| Other off-balance sheet commitments(2) | (10,085) | – | – | (5,200) | (4,885) |
| Total commitments given | (113,461) | – | (85,316) | (11,139) | (17,006) |
| Surety bonds received | 2,298 | – | 799 | 781 | 718 |
| Other commitments received | – | – | – | – | – |
| Total commitments received | 2,298 | – | 799 | 781 | 718 |
| Total commitments – net | (111,163) | – | (84,517) | (10,358) | (16,288) |
| In thousands of euros | Total | Intangible assets |
Property, plant and equipment |
Financial assets and liabilities |
Other non financial current assets/liabilities |
|---|---|---|---|---|---|
| Surety bonds given | (17,526) | – | (865) | (5,695) | (10,966) |
| Commitments to purchase assets(3) | (59,633) | – | (59,633) | – | – |
| Debt collateral (mortgages) | (4,589) | – | (4,589) | – | – |
| Other off-balance sheet commitments | (2,284) | – | – | (1,000) | (1,284) |
| Total commitments given | (84,032) | – | (65,087) | (6,695) | (12,250) |
| Surety bonds received | 1,359 | – | 1,097 | – | 262 |
| Other commitments received | 310 | – | 310 | – | – |
| Total commitments received | 1,669 | – | 1,407 | – | 262 |
| Total commitments – net | (82,363) | – | (63,680) | (6,695) | (11,988) |
(1) At December 31, 2015, the increase in commitments given on the acquisition of assets was mainly related to the investments made:
• in Mexico at the Ramos, Puebla and Léon plants (€15 million);
• and in China, at Guangzhou (€5 million).
(2) The increase in other off-balance sheet commitments given on assets and liabilities relates to a €4.7 million counter-guarantee (for an ARS60 million loan) to BNP Argentina in favor of the Automotive division's subsidiary Plastic Omnium SA.
(3) At December 31, 2014, the increase in commitments given on the acquisition of assets was mainly related to the investments made:
• in the United States for the Anderson and Huron sites in particular (€7 million); and
• in the United Kingdom for the Warrington site (€22 million).
| In thousands of euros | December 31, 2015 | December 31, 2014 |
|---|---|---|
| Minimum lease payments under non cancelable operating leases | ||
| Due within one year | 37,151 | 33,510 |
| Due in one to five years | 83,135 | 76,715 |
| Due beyond five years | 32,076 | 8,987 |
| Total | 152,362 | 119,212 |
Senior managers are the "persons having authority and responsibility for planning, directing and controlling the activities" of Compagnie Plastic Omnium and its subsidiaries, as defined in IAS 24.
On July 21, 2015, the Board of Directors decided to allocate a share purchase option plan according to the terms set by the Combined Shareholders' meeting of April 25, 2013 on the basis of 300,000 share purchase options for Executive Corporate Officers according to cumulative criteria relative to the SBF 120 index and to the main automotive equipment manufacturers. This plan took effect on August 7, 2015. The share purchase options may be exercised as from August 7, 2019 for a three-year period. The exercise of the options granted is subject to market conditions and performance.
The total amount of compensation paid to members of the Board of Directors and Senior managers is presented in the table below:
| In thousands of euros | Paid or payable by… | 2015 | 2014 |
|---|---|---|---|
| Directors' fees | Paid by Compagnie Plastic Omnium | 121 | 102 |
| Directors' fees | Paid by companies controlled by Compagnie Plastic Omnium (excl. Compagnie Plastic Omnium) and by Burelle SA |
395 | 543 |
| Gross compensation | Payable by the Plastic Omnium Group | 6,089 | 5,620 |
| Supplementary pension plans | Payable by the Plastic Omnium Group | 886 | 886 |
| Cost of stock option plans | Payable by the Plastic Omnium Group | 1,476 | 718 |
| Cost spread over the vesting period | 884 | 718 | |
| Social contributions related to the new plan over the period | 592 | – | |
| Total compensation | 8,966 | 7,869 |
The rate of social contributions for the stock option plan of August 6, 2015 is 30%. The Group did not grant any new stock option plans in 2014. The share of contributions related to the stock options of Executive Corporate Officers is presented in the table below and concerns only 2015:
| In thousands of euros In units for the number of options |
August 6 2015 plan |
|---|---|
| Rate of contribution of payroll taxes on stock option plans | 30.00% |
| Total number of options forming part of the basis on which contributions are calculated | 545,000 |
| Total contributions subject to performance conditions (in thousands of euros)(1) | 1,076 |
| Number of share options of Executive Corporate Officers | 300,000 |
| Social contributions on stock options of Executive Corporate Officers (in thousands of euros) | 592 |
(1) All stock options granted to Senior Executives and Corporate Officers are subject to performance conditions. Contributions for all stock options subject to performance conditions were €1,076 thousand, and €735 thousand for the others.
| In thousands of euros | Direct and indirect costs |
Royalties and management fees |
Financial income and expenses |
Current accounts |
Deposits | Trade payables |
Trade receivables |
Other receivables |
Long-term borrowings |
|---|---|---|---|---|---|---|---|---|---|
| Sofiparc SAS | 862 | (4,462) | 10 | 1 | 1,059 | 25 | 2 | – | – |
| Burelle SA | – | (8,206) | 16 | 13 | – | 3,446 | 7 | 18 | – |
| Burelle Participations SA | – | – | 6 | – | – | – | 6 | – | – |
| In thousands of euros | Direct and indirect costs |
Royalties and management fees |
Financial income and expenses |
Current accounts |
Deposits | Trade payables |
Trade receivables |
Other receivables |
Long-term borrowings |
|---|---|---|---|---|---|---|---|---|---|
| Sofiparc SAS | (549) | (4,705) | 10 | 2 | 1,058 | 48 | 2 | – | – |
| Burelle SA | – | (7,794) | 7 | 6 | – | 1,930 | 6 | 18 | – |
| Burelle Participations SA | – | – | 6 | – | – | – | – | – | – |
| In thousands of euros | 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Mazars | Ernst & Young | Total | |||||
| Audit services | (1,774) | (2,018) | (3,792) | ||||
| Of which: | |||||||
| Compagnie Plastic Omnium | (384) | (357) | (741) | ||||
| Subsidiaries | (1,390) | (1,661) | (3,051) | ||||
| Other fees and services related directly to the duties of the Statutory Auditor | (177) | (35) | (212) | ||||
| of which: | |||||||
| Compagnie Plastic Omnium | (51) | 12 | (39) | ||||
| Subsidiaries | (126) | (47) | (173) | ||||
| Total | (1,951) | (2,053) | (4,004) |
| In thousands of euros | 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Mazars | Ernst & Young | Total | |||||||
| Audit services | (1,629) | (1,695) | (3,324) | ||||||
| Of which: | |||||||||
| Compagnie Plastic Omnium | (384) | (357) | (741) | ||||||
| Subsidiaries | (1,245) | (1,338) | (2,583) | ||||||
| Other fees and services related directly to the duties of the Statutory Auditor | (213) | (183) | (396) | ||||||
| of which: | |||||||||
| Compagnie Plastic Omnium | (81) | (10) | (91) | ||||||
| Subsidiaries | (132) | (173) | (305) | ||||||
| Total | (1,842) | (1,878) | (3,720) |
Burelle SA holds 58.71% of Compagnie Plastic Omnium after the impact of cancellation of Compagnie Plastic Omnium's treasury stock (56.60% prior to cancelation of treasury stock) and fully consolidates the Company.
Burelle SA – 19, boulevard Jules-Carteret
69342 Lyon Cedex 07
On January 8, 2016, the Group announced its intention to close the fuel systems production site in Laval (Mayenne, France) during 2016. The site is part of the Automotive division and employs 93 people.
Business at the Laval site declined by 60% in the period 2011 to 2015, falling from an annual rate of production of 880,000 fuel systems to 350,000, with no recovery in sight.
The plan for the closure presented by Plastic Omnium provides for the transfer of fuel system production to two other sites in France, Pfastatt (Haut-Rhin) and Compiègne (Oise), and the takeover of part of the valves production activity by a local business.
All 93 employees will be offered redeployment support.
In a €3.3 million deal, on January 27, 2016 the Group acquired the 30% stake in the German-based RMS Rotherm Maschinenbau GmbH from its partners, brothers Egbert and Andreas Rotherm. Under the terms of the transaction, ownership is transferred immediately giving the Group 100% of the company.
Since the company was already controlled by the Group, the method of consolidation remains unchanged.
The impact of the acquisition of minority interests on 2016 consolidated equity – Group share will be –€1,812 thousand.
No event likely to have a material impact on the Group's business, financial position, earnings or assets and liabilities at December 31, 2015 has occurred since the closing date.
| Legal name | Reportable segments | December 31, 2015 | December 31, 2014 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Automotive Environment | Not assigned |
Consolidation method |
% voting rights |
% interest |
Consolidation method |
% voting rights |
% interest |
Tax group |
||
| France | ||||||||||
| COMPAGNIE PLASTIC OMNIUM SA |
* | Parent company | Parent company | 1 – a | ||||||
| PLASTIC OMNIUM SYSTÈMES URBAINS SAS |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – b | ||
| METROPLAST SAS | * | FC | 100 | 100 | FC | 100 | 100 | 1 – b | ||
| LA RÉUNION VILLES PROPRES SAS |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – b | ||
| PLASTIC OMNIUM CARAÏBES SAS |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – b | ||
| INERGY AUTOMOTIVE SYSTEMS FRANCE SAS |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – a | ||
| PLASTIC RECYCLING SAS |
* | EM_IFRS_2014 | 50 | 50 EM_IFRS_2014 | 50 | 50 | ||||
| PLASTIC OMNIUM AUTO EXTÉRIEUR SA |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – a | ||
| PLASTIC OMNIUM AUTO EXTÉRIEUR SERVICES SAS |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – a | ||
| PLASTIC OMNIUM GESTION SNC |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – a | ||
| PLASTIC OMNIUM FINANCE SNC |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – a | ||
| LUDOPARC SAS | * | FC | 100 | 100 | FC | 100 | 100 | 1 – b | ||
| PLASTIC OMNIUM ENVIRONNEMENT SAS |
d2015 | * | FC | 100 | 100 | FC | 100 | 100 | 1 – a | |
| PLASTIC OMNIUM AUTO EXTERIORS SAS |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – a | ||
| PLASTIC OMNIUM AUTO INERGY SAS |
x2015a * |
FC | 100 | 100 | FC | 100 | 100 | 1 – a | ||
| PLASTIC OMNIUM AUTO INERGY MANAGEMENT SAS |
x2015b * |
FC | 100 | 100 | FC | 100 | 100 | 1 – a | ||
| VALEO PLASTIC OMNIUM SNC |
* | EM_IFRS_2014 | 50 | 50 EM_IFRS_2014 | 50 | 50 | ||||
| BEAUVAIS DIFFUSION SAS |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – b | ||
| PLASTIC OMNIUM VERNON SAS |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – a | ||
| TECHNIQUES ET MATÉRIELS DE COLLECTE – " TEMACO " SAS |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – b | ||
| PLASTIC OMNIUM COMPOSITES SA |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – a | ||
| MIXT COMPOSITES RECYCLABLES – MCR SAS |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – a | ||
| PLASTIC OMNIUM ENVIRONNEMENT HOLDING SAS |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – b | ||
| SIGNALISATION FRANCE SA |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – b | ||
| SULO FRANCE SAS | * | FC | 100 | 100 | FC | 100 | 100 | 1 – b | ||
| PLASTIC OMNIUM AUTO EXTERIORS INDUSTRIES SAS |
d2015 * |
FC | 100 | 100 | FC | 100 | 100 | |||
| PLASTIC OMNIUM INTERNATIONAL SAS |
d2015 * |
FC | 100 | 100 | FC | 100 | 100 | |||
| INERGY AUTOMOTIVE SYTEMS INDUSTRIES SAS |
* | FC | 100 | 100 | FC | 100 | 100 | 1 – a |
| Legal name | Reportable segments | December 31, 2015 | December 31, 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Automotive Environment | Not assigned |
Consolidation method |
% voting rights |
% interest |
Consolidation method |
% voting rights |
% interest |
Tax group |
|||
| PLASTIC OMNIUM AUTO INERGY SERVICES SAS |
a2015 | * | FC | 100 | 100 | – | – | – | |||
| PLASTIC OMNIUM AUTO INERGY FRANCE SAS |
a2015 | * | FC | 100 | 100 | – | – | – | |||
| South Africa | |||||||||||
| PLASTIC OMNIUM AUTO INERGY SOUTH AFRICA (PROPRIETARY) LTD |
x2015c | * | FC | 100 | 100 | FC | 100 | 100 | |||
| Germany | |||||||||||
| PLASTIC OMNIUM GmbH PLASTIC OMNIUM AUTO |
* | * | FC FC |
100 100 |
100 100 |
FC FC |
100 100 |
100 100 |
2 – b 2 – b |
||
| COMPONENTS GmbH | |||||||||||
| PLASTIC OMNIUM ENTSORGUNGSTECHNIK GmbH |
* | FC | 100 | 100 | FC | 100 | 100 | 2 – c | |||
| PLASTIC OMNIUM AUTO INERGY GERMANY GmbH |
x2015d | * | FC | 100 | 100 | FC | 100 | 100 | 2 – b | ||
| HBPO BETEILIGUNG SGESELLSCHAFT GmbH |
* | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| HBPO RASTATT GmbH | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| HBPO GERMANY GmbH | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| HBPO GmbH | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| PLASTIC OMNIUM ENVIRONNEMENT GmbH |
* | FC | 100 | 100 | FC | 100 | 100 | 2 – c | |||
| ENVICOMP SYSTEMLOGISTIK GmbH |
* | FC | 100 | 100 | FC | 100 | 100 | 2 – a | |||
| WESTFALIA INTRALOG GmbH |
* | FC | 100 | 100 | FC | 100 | 100 | 2 – a | |||
| SULO EISENWERK STREUBER & LOHMANN GmbH |
* | FC | 100 | 100 | FC | 100 | 100 | 2 – c | |||
| SULO UMWELTTECHNIK GmbH |
* | FC | 100 | 100 | FC | 100 | 100 | 2 – c | |||
| SULO UMWELTTECHNIK BETEILIGUNGS GmbH |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| SULO EMBALLAGEN GmbH |
a2015 | * | FC | 100 | 100 | – | – | – | 2 – b | ||
| PLASTIC OMNIUM URBAN SYSTEMS GmbH |
* | FC | 100 | 100 | FC | 100 | 100 | 2 – a | |||
| PLASTIC OMNIUM COMPOSITES GmbH |
* | FC | 100 | 100 | FC | 100 | 100 | 2 – b | |||
| RMS ROTHERM MASCHINENBAU GmbH |
* | FC | 70 | 70 | FC | 70 | 70 | ||||
| HBPO INGOLSTADT GmbH |
* | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| HBPO REGENSBURG GmbH |
* | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| SULO EA GmbH | * | FC | 100 | 100 | FC | 100 | 100 | 2 – c | |||
| Argentina | |||||||||||
| PLASTIC OMNIUM AUTO INERGY ARGENTINA SA |
x2015e | * | FC | 100 | 100 | FC | 100 | 100 | |||
| PLASTIC OMNIUM SA | * | FC | 100 | 100 | FC | 100 | 100 | ||||
| Belgium | |||||||||||
| PLASTIC OMNIUM AUTOMOTIVE NV |
e2015 | * | FC | 100 | 100 | FC | 100 | 100 | |||
| PLASTIC OMNIUM NV | * | FC | 100 | 100 | FC | 100 | 100 | ||||
| PLASTIC OMNIUM ADVANCED INNOVATION AND RESEARCH NV |
x2015f | * | FC | 100 | 100 | FC | 100 | 100 | |||
| PLASTIC OMNIUM AUTO INERGY BELGIUM SA |
x2015g | * | FC | 100 | 100 | FC | 100 | 100 |
| Legal name | Reportable segments December 31, 2015 |
December 31, 2014 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Automotive Environment | Not assigned |
Consolidation method |
% voting rights |
% interest |
Consolidation method |
% voting rights |
% interest |
Tax group |
|||
| Brazil | |||||||||||
| INERGY AUTOMOTIVE SYSTEMS DO BRAZIL LDA |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| PLASTIC OMNIUM DO BRASIL Ltda |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| Canada | |||||||||||
| INERGY AUTOMOTIVE SYSTEMS CANADA INC. |
e2014 | * | – | – | – | FC | 100 | 100 | |||
| HBPO CANADA INC. | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| Chile | |||||||||||
| PLASTIC OMNIUM SA | * | FC | 100 | 100 | FC | 100 | 100 | ||||
| China PLASTIC OMNIUM COMPOSITES (JIANGSU) Co Ltd |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| WUHAN PLASTIC OMNIUM AUTO INERGY Co Ltd |
x2015r | * | FC | 100 | 100 | FC | 100 | 100 | |||
| YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
* | EM_IFRS_2014 | 49.95 | 49.95 EM_IFRS_2014 | 49.95 | 49.95 | |||||
| PLASTIC OMNIUM INERGY (SHANGHAI) CONSULTING Co. Ltd |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| INERGY AUTOMOTIVE SYSTEMS CONSULTING (BEIJING) Co. Ltd |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| INERGY AUTOMOTIVE SYSTEMS MANUFACTURING (BEIJING) Co. Ltd |
* | FC | 60 | 60 | FC | 60 | 60 | ||||
| CHONGQING YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR FAWAY Co. Ltd |
* | EM_IFRS_2014 | 49.95 | 25.47 EM_IFRS_2014 | 49.95 | 25.47 | |||||
| GUANGZHOU ZHONGXIN YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR TRIM Co. Ltd |
* | EM_IFRS_2014 | 49.95 | 25.47 EM_IFRS_2014 | 49.95 | 25.47 | |||||
| CHENGDU FAWAY YANFENG PLASTIC OMNIUM Co. Ltd |
* | EM | 24.48 | 24.48 | EM | 24.48 | 24.48 | ||||
| HBPO CHINA Co Ltd | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| YANFENG PLASTIC OMNIUM (SHANGHAI) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
* | EM_IFRS_2014 | 49.95 | 49.95 EM_IFRS_2014 | 49.95 | 49.95 | |||||
| DONGFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
g2014 | * | EM | 24.98 | 24.98 | EM | 24.98 | 24.98 | |||
| GUANGZHOU PLASTIC OMNIUM AUTO INERGY Co. Ltd |
x2015s | * | FC | 100 | 100 | FC | 100 | 100 | |||
| SHENYANG PLASTIC OMNIUM AUTO INERGY Co. Ltd |
x2015t | * | FC | 100 | 100 | FC | 100 | 100 | |||
| YANFENG PLASTIC OMNIUM YIZHENG AUTOMOTIVE EXTERIOR SYSTEM Co. Ltd |
* | EM_IFRS_2014 | 49.95 | 49.95 EM_IFRS_2014 | 49.95 | 49.95 | |||||
| PLASTIC OMNIUM HOLDING (SHANGHAI) Co. Ltd |
* | FC | 100 | 100 | FC | 100 | 100 |
| Legal name | Reportable segments December 31, 2015 |
December 31, 2014 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Automotive Environment | Not assigned |
Consolidation method |
% voting rights |
% interest |
Consolidation method |
% voting rights |
% interest |
Tax group |
|||
| YANFENG PLASTIC OMNIUM (SHENYANG) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
* | EM_IFRS_2014 | 49.95 | 49.95 EM_IFRS_2014 | 49.95 | 49.95 | |||||
| YANFENG PLASTIC OMNIUM NINGBO AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
* | EM_IFRS_2014 | 49.95 | 49.95 EM_IFRS_2014 | 49.95 | 49.95 | |||||
| YANFENG PLASTIC OMNIUM WUHAN AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
* | EM_IFRS_2014 | 49.95 | 49.95 EM_IFRS_2014 | 49.95 | 49.95 | |||||
| (NINGBO) PLASTIC OMNIUM AUTO INERGY Co. Ltd |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| HBPO CHINA BEIJING Co. Ltd |
a2014 | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | ||||
| YANFENG PLASTIC OMNIM HARBIN AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
a2015 | * | EM_IFRS_2014 | 49.95 | 49.95 | – | – | – | |||
| (CHONGQING) PLASTIC OMNIUM AUTO INERGY Co. Ltd |
a2015 | * | FC | 100 | 100 | – | – | – | |||
| South Korea | |||||||||||
| SHB AUTOMOTIVE MODULES |
* | EM_IFRS_2014 | 16.67 | 16.67 EM_IFRS_2014 | 16.67 | 16.67 | |||||
| HBPO KOREA Ltd | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| PLASTIC OMNIUM Co. Ltd |
x2015h | * | FC | 100 | 100 | FC | 100 | 100 | |||
| HBPO PYEONGTAEK Ltd | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| HBPO ASIA HQ Ltd | a2014 | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | ||||
| Spain | |||||||||||
| COMPAÑIA PLASTIC OMNIUM SA |
* | FC | 100 | 100 | FC | 100 | 100 | 3 | |||
| PLASTIC OMNIUM EQUIPAMIENTOS EXTERIORES SA |
* | FC | 100 | 100 | FC | 100 | 100 | 3 | |||
| PLASTIC OMNIUM SISTEMAS URBANOS SA |
* | FC | 100 | 100 | FC | 100 | 100 | 3 | |||
| INERGY AUTOMOTIVE SYSTEMS VALLADOLID SL |
e2014 | * | – | – | – | FC | 100 | 100 | |||
| PLASTIC OMNIUM AUTO INERGY SPAIN SA |
x2015i | * | FC | 100 | 100 | FC | 100 | 100 | 3 | ||
| VALEO PLASTIC OMNIUM SL |
e2014 | * | – | – | – EM_IFRS_2014 | 50 | 50 | ||||
| PLASTIC OMNIUM COMPOSITES ESPANA SA |
* | FC | 100 | 100 | FC | 100 | 100 | 3 | |||
| HBPO IBERIA SL | d2015 | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | ||||
| SIGNATURE SENALIZACION SA |
* | FC | 100 | 100 | FC | 100 | 100 | 3 | |||
| HBPO AUTOMOTIVE SPAIN SL |
* | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| PLASTIC OMNIUM COMPONENTES EXTERIORES SL |
* | FC | 100 | 100 | FC | 100 | 100 | 3 | |||
| United States | |||||||||||
| PLASTIC OMNIUM AUTO EXTERIORS LLC |
* | FC | 100 | 100 | FC | 100 | 100 | 4 | |||
| PLASTIC OMNIUM Inc. | * | FC | 100 | 100 | FC | 100 | 100 | 4 | |||
| PLASTIC OMNIUM INDUSTRIES Inc. |
* | FC | 100 | 100 | FC | 100 | 100 | 4 |
| Legal name | Reportable segments December 31, 2015 |
December 31, 2014 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Automotive Environment | Not assigned |
Consolidation method |
% voting rights |
% interest |
Consolidation method |
% voting rights |
% interest |
Tax group |
|||
| PLASTIC OMNIUM AUTO INERGY (USA) LLC |
x2015u | * | FC | 100 | 100 | FC | 100 | 100 | 4 | ||
| PLASTIC OMNIUM AUTOMOTIVE SERVICES Inc. |
* | FC | 100 | 100 | FC | 100 | 100 | 4 | |||
| HBPO NORTH AMERICA Inc. |
* | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| INERGY AUTOMOTIVE SYSTEMS HOLDING Inc. |
d2014 | * | – | – | – | FC | 100 | 100 | |||
| Hungary HBPO MANUFACTURING HUNGARY Kft |
* | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| HBPO AUTOMOTIVE HUNGARIA Kft |
* | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| India | |||||||||||
| PLASTIC OMNIUM AUTO EXTERIORS (INDIA) PVT Ltd |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| PLASTIC OMNIUM AUTO INERGY INDIA PVT Ltd |
x2015v | * | FC | 100 | 100 | FC | 100 | 100 | |||
| PLASTIC OMNIUM AUTO INERGY MANUFACTURING INDIA PVT Ltd |
x2015w | * | FC | 55 | 55 | FC | 55 | 55 | |||
| Japan | |||||||||||
| PLASTIC OMNIUM KK | x2015j | * | FC | 100 | 100 | FC | 100 | 100 | |||
| HBPO JAPAN KK | a2014 | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | ||||
| Malaysia | |||||||||||
| HICOM HBPO SDN BHD | * | EM | 13.33 | 13.33 | EM | 13.33 | 13.33 | ||||
| Morocco | |||||||||||
| INERGY AUTOMOTIVE SYSTEMS (MOROCCO) SARL |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| Mexico | |||||||||||
| PLASTIC OMNIUM AUTOMOVIL SA DE CV |
* | – | – | – | FC | 100 | 100 | ||||
| PLASTIC OMNIUM AUTO EXTERIORES SA DE CV |
d2014* | * | – | – | – | FC | 100 | 100 | |||
| PLASTIC OMNIUM INDUSTRIAL AUTO EXTERIORES RAMOS ARIZPE SA DE CV |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| PLASTIC OMNIUM DEL BAJIO SA DE CV |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| PLASTIC OMNIUM AUTO INERGY MEXICO SA DE CV |
x2015k | * | FC | 100 | 100 | FC | 100 | 100 | |||
| PLASTIC OMNIUM AUTO INERGY INDUSTRIAL MEXICO SA DE CV |
x2015l | * | FC | 100 | 100 | FC | 100 | 100 | |||
| INOPLAST COMPOSITES SA DE CV |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| INOPLASTIC OMNIUM INDUSTRIAL SA DE CV |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| PLASTIC OMNIUM SISTEMAS URBANOS SA DE CV |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| HBPO MEXICO SA DE CV | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| PLASTIC OMNIUM MEDIO AMBIENTE SA DE CV |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| PLASTIC OMNIUM TOLUCA SA DE CV |
* | FC | 100 | 100 | FC | 100 | 100 |
| Legal name | Reportable segments | December 31, 2015 | December 31, 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Automotive Environment | Not | Consolidation | % voting | % | Consolidation | % voting | % | Tax | |||
| assigned | method | rights | interest | method | rights | interest | group | ||||
| PLASTIC OMNIUM AUTO INDUSTRIAL SRL DE CV |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| PLASTIC OMNIUM AUTO INERGY INDUSTRIAL SA DE CV |
x2015m | * | FC | 100 | 100 | FC | 100 | 100 | |||
| Netherlands | |||||||||||
| PLASTIC OMNIUM BV | xd2014 | * | FC | 100 | 100 | FC | 100 | 100 | 5 | ||
| PLASTIC OMNIUM ENVIRONMENT BV |
x2015n | * | FC | 100 | 100 | FC | 100 | 100 | 5 | ||
| SULO BV | xd2014 | * | FC | 100 | 100 | FC | 100 | 100 | 5 | ||
| DSK PLASTIC OMNIUM BV |
* | FC | 51 | 51 | FC | 51 | 51 | ||||
| Poland | |||||||||||
| PLASTIC OMNIUM AUTO INERGY POLAND Sp Z.O.O |
x2015o | * | FC | 100 | 100 | FC | 100 | 100 | |||
| PLASTIC OMNIUM AUTO EXTERIORS Sp Z.O.O |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| SULO Sp Z.O.O | * | FC | 100 | 100 | FC | 100 | 100 | ||||
| PLASTIC OMNIUM AUTO Sp Z.O.O |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| Czech Republic | |||||||||||
| HBPO CZECH S.R.O. | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| SULO S.R.O. | * | FC | 100 | 100 | FC | 100 | 100 | ||||
| Romania | |||||||||||
| PLASTIC OMNIUM AUTO INERGY ROMANIA SRL |
x2015p | * | FC | 100 | 100 | FC | 100 | 100 | |||
| United Kingdom | |||||||||||
| PLASTIC OMNIUM AUTOMOTIVE Ltd |
* | FC | 100 | 100 | FC | 100 | 100 | 6 | |||
| PLASTIC OMNIUM URBAN SYSTEMS Ltd |
* | FC | 100 | 100 | FC | 100 | 100 | 6 | |||
| SIGNATURE Ltd | * | FC | 100 | 100 | FC | 100 | 100 | 6 | |||
| SULO MGB Ltd | * | FC | 100 | 100 | FC | 100 | 100 | ||||
| HBPO UK Ltd | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| Russia | |||||||||||
| OOO STRAVROVO AUTOMOTIVE SYSTEMS |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| DSK PLASTIC OMNIUM INERGY |
* | FC | 51 | 51 | FC | 51 | 51 | ||||
| Singapore | |||||||||||
| SULO ENVIRONMENTAL SYSTEMS PTE Ltd |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| Slovakia | |||||||||||
| PLASTIC OMNIUM AUTO EXTERIORS S.R.O. |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| PLASTIC OMNIUM AUTO INERGY SLOVAKIA S.R.O. |
x2015q | * | FC | 100 | 100 | FC | 100 | 100 | |||
| HBPO SLOVAKIA S.R.O. | * | EM_IFRS_2014 | 33.33 | 33.33 EM_IFRS_2014 | 33.33 | 33.33 | |||||
| Sweden | |||||||||||
| PLASTIC OMNIUM AB | * | FC | 100 | 100 | FC | 100 | 100 | ||||
| Switzerland | |||||||||||
| PLASTIC OMNIUM AG | * | FC | 100 | 100 | FC | 100 | 100 | ||||
| PLASTIC OMNIUM RE AG | * | FC | 100 | 100 | FC | 100 | 100 | ||||
| SIGNAL AG | c2014 | * | – | – | – | MEE_ IFRS_2014 |
50 | 50 | |||
| Thailand | |||||||||||
| PLASTIC OMNIUM AUTO INERGY THAILAND Co LTD |
x2015x | * | FC | 100 | 100 | FC | 100 | 100 |
| Legal name | Reportable segments | December 31, 2015 | December 31, 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Automotive Environment | Not assigned |
Consolidation method |
% voting rights |
% interest |
Consolidation method |
% voting rights |
% interest |
Tax group |
|||
| PLASTIC OMNIUM AUTOMOTIVE Co Ltd |
* | FC | 100 | 100 | FC | 100 | 100 | ||||
| Turkey | |||||||||||
| B.P.O. AS | * | MEE_Ifrs_2014 | 50 | 49,98 EM_IFRS_2014 | 50 | 49.98 | |||||
| FC: EM: EM_IFRS_2014: |
Consolidation method and notes: Fully consolidated. Entities that were already consolidated by the equity method before the application of the new consolidation standards on January 1, 2014. Companies consolidated by the equity method since the application of the new consolidation standards as of January 1, 2014. |
||||||||||
| Movements during the period: | |||||||||||
| a2014 a2015 c2014 |
Creation of entities: Companies newly-formed and/or in start-up phase in 2014. Companies newly-formed and/or in start-up phase in 2015. Disposal of entities: Companies divested in 2014. |
||||||||||
| d2014 d2015 d2014* xd2014 |
Merging of entities: Companies merged in 2014. Companies merged in 2015. Company legally absorbed by Inoplast Composites SA de CV in 2010 and recognized as such on the financial statements in June 2014. "Sulo BV" absorbed "Plastic Omnium BV" and took over the "Plastic Omnium BV" company name. |
||||||||||
| e2014 e2015 g2014 |
Liquidation of entities: Companies liquidated in 2014. Companies liquidated in 2015. Change in the percentage of Plastic Omnium ownership: Capital increase for "Dongfeng Plastic Omnium Automotive Exterior Systems Co. Ltd" fully subscribed by Plastic Omnium. |
||||||||||
| Change in company name: x2015 |
Companies whose name was changed in 2015. | ||||||||||
| x2015a | "Plastic Omnium Auto Inergy SAS" is the new name of "Inergy Automotive Systems SAS". | ||||||||||
| x2015b | "Plastic Omnium Auto Inergy Management SAS" is the new name of "Inergy Automotive Systems Management SAS". | ||||||||||
| x2015c | "Plastic Omnium Auto Inergy South Africa (Proprietary) Ltd" is the new name of "Inergy Automotive Systems South Africa Ltd". | ||||||||||
| x2015d x2015e |
"Plastic Omnium Auto Inergy Germany GmbH" is the new name of "Inergy Automotive Systems Germany GmbH". "Plastic Omnium Auto Inergy Argentina SA" is the new name of "Inergy Automotive Systems Argentina SA". |
||||||||||
| x2015f | "Plastic Omnium Advanced Innovation and Research NV" is the new name of "Inergy Automotive Systems Research NV". | ||||||||||
| x2015g | "Plastic Omnium Auto Inergy Belgium SA" is the new name of "Inergy Automotive Systems Belgium SA". | ||||||||||
| x2015h | "Plastic Omnium Co. Ltd" is the new name of "Inergy Automotive Systems Co. Ltd". | ||||||||||
| x2015i | "Plastic Omnium Auto Inergy Spain SA" is the new name of "Inergy Automotive Systems Spain SA". | ||||||||||
| x2015j | "Plastic Omnium K.K" is the new name of "Inergy Automotive Systems K.K.". | ||||||||||
| x2015k | "Plastic Omnium Auto Inergy Mexico SA de CV" is the new name of "Inergy Automotive Systems Mexico SA de CV". | ||||||||||
| x2015l x2015m |
"Plastic Omnium Auto Inergy Industrial Mexico SA de CV " is the new name of "Inergy Automotive Systems Industrial Mexico SA de CV". "Plastic Omnium Auto Inergy Industrial SA de CV" is the new name of "Inergy Automotive Industrial SA de CV". |
||||||||||
| x2015n | "Plastic Omnium Environment BV" is the new name of "Plastic Omnium International BV". | ||||||||||
| x2015o | "Plastic Omnium Auto Inergy Poland Sp Z.O.O." is the new name of "Inergy Automotive Systems Poland Sp Z.O.O.". | ||||||||||
| x2015p | "Plastic Omnium Auto Inergy Romania SRL" is the new name of "Inergy Automotive Systems Romania SRL". | ||||||||||
| x2015q | "Plastic Omnium Auto Inergy Slovakia S.R.O." is the new name of "Inergy Automotive Systems Slovakia S.R.O.". | ||||||||||
| x2015r | "Wuhan Plastic Omnium Auto Inergy Co Ltd" is the new name of "Inergy Automotive Systems (Wuhan) Co Ltd". | ||||||||||
| x2015s x2015t |
"Guangzhou Plastic Omnium Auto Inergy Co Ltd" is the new name of "Inergy Automotive Systems Guangzhou Co Ltd". "Shenyang Plastic Omnium Auto Inergy Co Ltd" is the new name of "Inergy Automotive Systems Shenyang Co Ltd". |
||||||||||
| x2015u | "Plastic Omnium Auto Inergy (USA) LLC" is the new name of "Inergy Automotive Systems (USA)". | ||||||||||
| x2015v | "Plastic Omnium Auto Inergy India Pvt Ltd" is the new name of "Inergy Automotive Systems India Pvt Ltd". | ||||||||||
| x2015w | "Plastic Omnium Auto Inergy Manufacturing India Pvt Ltd" is the new name of "Inergy Automotive Systems Manufacturing India Pvt Ltd". | ||||||||||
| x2015x | "Plastic Omnium Auto Inergy Thailand Co Ltd" is the new name of "Inergy Automotive Systems (Thailand) Ltd". | ||||||||||
| Tax group: | |||||||||||
| 1 – a | Plastic Omnium France. | ||||||||||
| 1 – b | France Plastic Omnium Environnement Holding. | ||||||||||
| 2 – a | Germany Systèmes Urbains. | ||||||||||
| 2 – b 2 – c |
Germany Plastic Omnium GmbH. Germany Plastic Omnium Environnement. |
||||||||||
| 3 | Spain. | ||||||||||
| 4 | United States. | ||||||||||
| 5 | Netherlands. | ||||||||||
| 6 | United Kingdom. |
To the Shareholders,
In compliance with the assignment entrusted to us by your Shareholders' Meeting, we hereby report to you, for the year ended December 31, 2015 on:
These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2013 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
Without qualifying our opinion, we draw your attention to the following point stated in Note 1.1 to the consolidated financial statements which indicate the change in the presentation of the share of profit/(loss) of associates and joint ventures in the consolidated income statement.
Pursuant to the provisions of Article L. 823-9 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we draw your attention to the following matters:
• Regarding risks, litigation and contingent liabilities, we examined the processes put in place by the Group in order to inventory them, evaluate them and enforce their accounting translation. We made sure the main litigations identified are described on an appropriate basis, especially in Note 5.2.5 to the consolidated financial statements.
These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law of information pertaining to the Group, given in the management report.
Except for the impact of the facts stated in the first part of this report, we have no comments to make as to its fair presentation and consistency with the consolidated financial statements.
Paris-la Défense, February 24, 2016 The Statutory Auditors
MAZARS ERNST & YOUNG et Autres Jean-Luc Barlet Gilles Rabier 06
| In thousands of euros | Notes | 2015 | 2014 |
|---|---|---|---|
| Net sales(1) | K | 26,408 | 2,954 |
| Production held as inventory | (13,829) | 13,829 | |
| Provision reversals and expense transfers | 6 | 1,102 | |
| Other operating revenue(1) | 25,810 | 22,657 | |
| Total operating revenue | K | 38,395 | 40,542 |
| Purchases and other external charges | L | (36,982) | (36,050) |
| Taxes other than on income | (164) | (226) | |
| Payroll taxes | (77) | (51) | |
| Depreciation, amortization and provisions | M | (3,437) | (997) |
| Other expenses | (2,876) | (3,078) | |
| Net operating income (loss) | (5,141) | 140 | |
| Net financial income | N | 220,846 | 182,902 |
| Income before non-operating items | 215,705 | 183,042 | |
| Non-operating items | O | (165) | 2,734 |
| Income before tax | 215,540 | 185,776 | |
| Corporate income tax | P | 7,353 | (1,452) |
| Net income | 222,893 | 184,324 | |
| (1) Net sales and other operating revenue | 52,218 | 25,611 |
| In thousands of euros | Notes | 2015 | 2014 | ||
|---|---|---|---|---|---|
| Gross | Depreciation, amortization and provisions |
Net | Net | ||
| Non-current assets | |||||
| Intangible assets | A | 8,857 | 905 | 7,952 | 7,921 |
| Property, plant and equipment | B | 95,127 | 6,385 | 88,742 | 80,258 |
| Investments | C | 1,703,197 | 20,036 | 1,683,161 | 1,530,637 |
| Total non-current assets | 1,807,181 | 27,326 | 1,779,855 | 1,618,816 | |
| Current assets | |||||
| Inventories and goods in process | D | 0 | 0 | 0 | 13,829 |
| Prepayments to suppliers | E | 1,680 | 0 | 1,680 | 151 |
| Trade receivables | E | 7,566 | 0 | 7,566 | 10,553 |
| Other receivables | E | 60,575 | 4,668 | 55,907 | 54,450 |
| Cash and cash equivalents | F | 532,874 | 0 | 532,874 | 352,048 |
| Total current assets | 602,695 | 4,668 | 598,027 | 431,031 | |
| Prepaid expenses | G | 846 | 0 | 846 | 630 |
| Deferred charges (debt issuance costs) | G | 2,671 | 0 | 2,671 | 3,313 |
| Bond redemption premiums | G | 3,425 | 0 | 3,425 | 4,230 |
| Translation loss on FX payables and receivables | G | 1,213 | 0 | 1,213 | 905 |
| Total | 2,418,031 | 31,994 | 2,386,037 | 2,058,925 |
| In thousands of euros | Notes | 2015 | 2014 |
|---|---|---|---|
| Shareholders' equity | |||
| Share capital | H | 9,215 | 9,215 |
| Additional paid-in capital | H | 38,637 | 38,637 |
| Other reserves and retained earnings | H | 979,608 | 850,117 |
| Net income for the year | 222,893 | 184,324 | |
| Tax-regulated provisions | H | 605 | 561 |
| Total equity | H | 1,250,958 | 1,082,854 |
| Provisions for contingencies and charges | I | 38,259 | 33,851 |
| Liabilities | |||
| Bonds | 759,011 | 759,011 | |
| Bank borrowings | 33,409 | 23,479 | |
| Other borrowings | 243,585 | 70,051 | |
| Customer prepayments | 0 | 15,781 | |
| Trade payables | 14,548 | 23,285 | |
| Accrued taxes and payroll costs | 4,781 | 5,200 | |
| Other liabilities | 36,337 | 41,164 | |
| Total liabilities | J | 1,091,671 | 937,971 |
| Translation adjustment on FX payables and receivables | 5,149 | 4,249 | |
| Total | 2,386,037 | 2,058,925 |
Note: Net cash and cash equivalents of Compagnie Plastic Omnium of €150.4 million in 2015 (including medium- and long-term loans) versus €174.6 million of net cash and cash equivalents in 2014.
| In thousands of euros | 2014 | 2015 |
|---|---|---|
| Financial position | ||
| Capital | 9,215 | 9,215 |
| Shareholders' equity | 1,082,854 | 1,250,958 |
| Net financial liabilities | 174,641 | 150,422 |
| Net non-current assets | 1,618,816 | 1,779,855 |
| Total assets | 2,058,925 | 2,386,037 |
| Results of operations | ||
| Operating revenue | 40,542 | 38,395 |
| Net operating income (loss) | 140 | (5,141) |
| Income before non-operating items | 185,776 | 215,705 |
| Non-operating items | 2,734 | (165) |
| Net income | 184,324 | 222,893 |
| Earnings per share (in euros) | 1.20 | 1.45 |
The Lyon Gerland site was officially opened on March 30, 2015. Compagnie Plastic Omnium built 33,000 sq.m. of office buildings (including 3,000 sq.m. of service buildings) for the rental market.
As at December 31, 2015, total investment since the start of the project stood at €80.6 million (excluding the land value) as follows:
The site is currently more than 80% occupied by a third-party tenant. The Plastic Omnium Group is using around 900 sq.m. of the total area.
In the course of the year the Plastic Omnium Group simplified the holding structure of entities in the Environment Division, following the universal transfer of assets and liabilities of the subsidiary Plastic Omnium Environnement. All of the subsidiaries in this division are now held by Plastic Omnium Environment BV, a wholly-owned subsidiary of Compagnie Plastic Omnium.
On December 14, 2015, Compagnie Plastic Omnium signed an MOU (Memorandum of Understanding) with the Faurecia Group to acquire its Exterior Systems business (bumpers and front-end modules) for a corporate value of €665 million.
This consolidation of the French automotive sector creates a global leader in automotive equipment.
Faurecia's Exterior Systems business has €2 billion in revenue and 7,700 employees at 22 plants in Germany, France, Spain, Slovakia and North and South America. Half of its revenue comes from Germany where Plastic Omnium has no exterior systems production sites.
The transaction has to be reviewed by personnel representative bodies in the countries concerned and will then be submitted to the anti-trust & fair trade authorities for clearance. It should be completed in the second half of 2016.
The impact of the transaction on the 2015 Company financial statements was due to consultancy fees only.
The financial statements of Compagnie Plastic Omnium have been prepared in accordance with French generally accepted accounting policies (ANC Regulation No. 2014-03 of June 5, 2014).
The accounting policies used to prepare the 2015 financial statements are the same as those used in the previous year. The significant accounting policies applied are described below:
Intangible assets mainly comprise trademarks that are not amortized.
However, patent filing fees are recognized as costs in the income statement as incurred.
Compagnie Plastic Omnium owns a multipurpose office complex in Nanterre, France. The Company decided to use this complex for its own operations from January 1, 2013. It was previously let.
Property, plant and equipment are initially recognized at cost and depreciated on a straight-line basis over their estimated useful lives, as follows:
The office complex was accepted on March 30, 2015 and will mostly be rented out.
Property, plant and equipment are initially recognized at cost and depreciated on a straight-line basis over their estimated useful lives, as follows:
| • Buildings | 20-40 years |
|---|---|
| • Fixtures and fittings | 10 years |
| • Office equipment and furniture | 5-10 years |
Investments in subsidiaries and affiliates are initially recognized at cost or transfer value. Where applicable, impairment provisions are taken when the value in use is lower than the carrying amount.
Value in use is based on a proportional share of equity and profit outlook in view of current market conditions as set out in the subsidiaries' medium-term business plans.
The Company has been authorized by shareholders to purchase its own shares to (i) maintain a liquid market for its shares under a liquidity contract with an investment firm, (ii) reduce the share capital by canceling shares, (iii) cover current or future stock option or stock grant plans for employees and officers of the Group, or (iv) hold in treasury for subsequent delivery in exchange or payment for acquisitions.
The accounting classification of treasury stock depends on its final purpose:
Treasury shares are measured in line with their accounting classification (investments, stock option plans, acquired under liquidity contract) using a FIFO (first in, first out) method.
They are initially recognized at cost and impairment is recorded where the carrying amount is higher than the market value. For shares allocated to covering stock option plans, market value is the lower of the exercise price of the options granted and the stock market price.
For shares otherwise classified, market value is determined on the basis of the average quoted stock market price during the month before the balance sheet date.
The short-term investment securities are valued by securities category (shares held to maintain stock liquidity, unallocated treasury stock, other short-term investment securities), using a FIFO (first in, first out) method.
Receivables are valued at their nominal value. Depreciation is recorded where the inventory value is less than the carrying amount. Receivables are depreciated through provisions that take into account possible recovery problems.
Unhedged foreign currency payables and receivables are recorded at the transaction date exchange rate and remeasured on the balance sheet date at the applicable year-end rate of exchange.
Resulting gains and losses are recognized as translation losses/gains on FX payables and receivables. Provisions are recorded for unrealized translation losses.
Hedged foreign currency payables and receivables are recorded at the transaction date exchange rate. Gains and losses on foreign exchange derivatives are offset by gains or losses resulting from the revaluation of hedged foreign currency payables and receivables at closing rate, except for derivative swaps, which are spread in financial income/ expense over the hedging term.
Issuance costs and redemption premiums incurred at the time of borrowing are spread over the life of the bond using the compound interest rate method.
Inventories and leases are entered at their acquisition cost. Related income and costs are entered according to the percentage-of-completion method.
| In thousands of euros | 2014 | + | – | 2015 |
|---|---|---|---|---|
| Patents, trademarks and licenses | 8,818 | 39 | 8,857 | |
| Total, gross | 8,818 | 39 | 0 | 8,857 |
| Accumulated amortization | 897 | 8 | 905 | |
| Total, net | 7,921 | 31 | 0 | 7,952 |
| In thousands of euros | 2014 | + | – | 2015 |
|---|---|---|---|---|
| Land | 2,287 | 2,287 | ||
| Buildings | 5,169 | 80,563 | 85,732 | |
| Fixtures and fittings | 2,182 | 1,633 | 3,815 | |
| Office equipment and furniture | 266 | 3,021 | 3,287 | |
| Property, plant and equipment in progress | 69,951 | 13,515 | 83,460 | 6 |
| Prepayments to suppliers of non-current assets | 4,000 | 4,000 | 0 | |
| Total, gross | 83,855 | 98,732 | 87,460 | 95,127 |
| Accumulated amortization | 3,597 | 2,788 | 0 | 6,385 |
| Total, net | 80,258 | 95,944 | 87,460 | 88,742 |
The €80,563,000 increase in the item "Buildings" corresponds to the acceptance of the office building of 33,000 sq.m. built in Lyon Gerland that will be rented out and put into service gradually over the year (see "Significant events of the year").
The capitalized €4 million advance entered at December 31, 2014 corresponded to the payment made to the construction company responsible for the project.
| In thousands of euros | 2014 | + | – | 2015 |
|---|---|---|---|---|
| Shares in subsidiaries and affiliates | 866,968 | 170,642 | 21,235 | 1,016,375 |
| Other long-term investments | 9,867 | 20,721 | 320 | 30,268 |
| Loans | 672,500 | 61,010 | 76,956 | 656,554 |
| Total, gross | 1,549,335 | 252,373 | 98,511 | 1,703,197 |
| Provisions for impairment | 18,698 | 1,338 | 20,036 | |
| Total, net | 1,530,637 | 251,035 | 98,511 | 1,683,161 |
Changes in shares in subsidiaries and affiliates came about as a result of the transactions carried out under the legal restructuring mentioned in the section "Significant events of the year":
Other long-term investments include 1,127,492 treasury shares carried at €26,374,000 allocated to external growth acquisitions and €445,000 allocated to market making.
Loans only have to do with medium- and long-term financing provided to entities of Plastic Omnium Group.
As at December 31, 2015, provisions for impairment of shares in subsidiaries and affiliates amounted to €20 million following a provision for the additional impairment of shares acquired in Plastic Omnium Recycling.
| In thousands of euros | 2014 | + | – | 2015 |
|---|---|---|---|---|
| Inventories and goods in process | 13,829 | 0 | 13,829 | 0 |
| Total, net | 13,829 | 0 | 13,829 | 0 |
The work requested by the future tenant of the Lyon Gerland building, recognized in inventories at December 31, 2014 for an amount of €13.8 million, was fully recognized as income in 2015.
| In thousands of euros | 2015 | Maturity date Less than 1 year |
Maturity date More than 1 year |
|---|---|---|---|
| Prepayments to suppliers | 1,680 | 1,680 | 0 |
| Trade receivables | 7,566 | 7,566 | 0 |
| Tax receivables | 35,398 | 12,405 | 22,993 |
| Short-term loans – Current accounts | 1,992 | 1,992 | 0 |
| Other | 18,517 | 18,517 | 0 |
| Total, net | 65,153 | 42,160 | 22,993 |
Prepayments to suppliers amounting to €1.7 million included the €1.5 million progress payment to the construction company responsible for the Lyon Gerland project. The balance will be paid once the final account is agreed in 2016.
Trade receivables mainly consisted of €6.8 million accrued income of which €5.6 million in royalties and €800,000 in patent protection costs.
Tax receivables included €28.5 million in research tax credits, €5 million in deductible VAT and €1.6 million in deductible withholding tax.
Other receivables represent :
| In thousands of euros | 2014 | + | – | 2015 |
|---|---|---|---|---|
| Short-term investment securities | 27,849 | 2,167 | 25,682 | |
| Other short-term investment securities | 310,926 | 1,583,909 | 1,426,225 | 468,610 |
| Bank accounts | 13,273 | 25,309 | 38,582 | |
| Total, gross | 352,048 | 1,609,218 | 1,428,392 | 532,874 |
| Impairment provisions | 0 | 0 | ||
| Total, net | 352,048 | 1,609,218 | 1,428,392 | 532,874 |
Short-term investment securities includes 4,395,000 treasury shares allocated to various stock option plans or intended to cover future plans but not yet allocated. These two categories are valued at €23,169,000 and €2,513,000 respectively.
As at December 31, 2015, Compagnie Plastic Omnium granted the following stock options:
The item "Other short-term investment securities" totaling €468 million consists of €429 million in money market funds, €24 million in negotiable medium-term notes and €15 million in short-term investments.
The item "Cash and cash equivalents" totaling €38.6 million consists mainly of interest-bearing bank accounts.
| In thousands of euros | 2014 | 2015 |
|---|---|---|
| Prepaid expenses | 630 | 846 |
| Deferred charges (debt issuance costs) | 3,313 | 2,671 |
| Bond redemption premiums | 4,230 | 3,425 |
| Translation loss on FX payables and receivables | 905 | 1,213 |
| Total, net | 9,078 | 8,155 |
Issuance costs and the redemption premium on the Euro Bond and Euro PP bonds are spread over the life of the bonds using the compound interest rate method.
Prepaid expenses mainly consist of commitment and other fees on unused credit lines.
| In thousands of euros | 2014 | + | – | 2015 |
|---|---|---|---|---|
| Capital | 9,215 | 9,215 | ||
| Additional paid-in capital | 38,637 | 38,637 | ||
| Revaluation reserve | 245 | 245 | ||
| Legal reserve | 1,501 | 1,501 | ||
| Other reserves | 41,166 | 41,166 | ||
| Retained earnings | 807,205 | 184,324 | 54,833 | 936,696 |
| Net income for the year | 184,324 | 222,893 | 184,324 | 222,893 |
| Tax-regulated provisions | 561 | 44 | 605 | |
| Total | 1,082,854 | 407,261 | 239,157 | 1,250,958 |
As at December 31, 2015, share capital amounted to €9,214,603.20 consisting of 153,576,720 shares of €0.06 each.
The number of shares held as treasury shares totals 5,522,492 and represents 3.60% of the Company's capital.
| Provisions for contingencies and charges |
2014 | + | Utilized | Surplus | 2015 |
|---|---|---|---|---|---|
| Provisions for foreign exchange losses | 903 | 1,213 | 903 | 1,213 | |
| Provisions for other contingencies | 150 | 461 | 51 | 560 | |
| Provisions for taxes (see Note R) | 32,798 | 3,688 | 36,486 | ||
| Total | 33,851 | 5,362 | 51 | 903 | 38,259 |
During the year, Compagnie Plastic Omnium recorded a €3.7 million provision for taxes to reflect use by the tax group of subsidiaries' tax losses that the subsidiaries themselves may use in the future, taking the amount of this provision to €36.5 million as at December 31, 2015.
| In thousands of euros | 2015 | Maturity date Less than 1 year |
Maturity date 1 to 5 years |
Maturity date More than 5 years |
|---|---|---|---|---|
| Bonds | 759,011 | 9,011 | 750,000 | 0 |
| Bank borrowings | 33,409 | 927 | 32,482 | 0 |
| Other borrowings | 243,585 | 242,033 | 1,552 | 0 |
| Total net financial liabilities | 1,036,005 | 251,971 | 784,034 | |
| Trade payables | 14,548 | 14,548 | 0 | 0 |
| Accrued taxes and payroll costs | 4,781 | 4,781 | 0 | 0 |
| Other liabilities | 36,337 | 14,808 | 21,529 | 0 |
| Total | 1,091,671 | 286,108 | 805,563 | 0 |
The key features of bonds issued are as follows:
| Bond issue | Euro Bond |
|---|---|
| Amount in euros | 500,000,000 |
| Maturity | May 29, 2020 |
| Annual coupon – Fixed rate | 2.875% |
| Listed | Euronext Paris |
| Private bond placement | Euro PP |
|---|---|
| Amount in euros | 250,000,000 |
| Maturity | December 12, 2018 |
| Annual coupon – Fixed rate | 3.875% |
| Listed | Euronext Paris |
The accrued interest payable on bonds totaled €9 million at December 31, 2015.
Bank borrowings mainly consisted of foreign currency loans of CNY203 million (€28.8 million as at December 31, 2015) and medium-term loans of €4.1 million.
Other borrowings comprised €242 million in current accounts at Group entities.
The decrease in trade payables was due to the completion of the Gerland project in the first quarter of 2015.
Accrued taxes and payroll costs correspond to the €4.1 million tax liability of the tax group headed by Compagnie Plastic Omnium.
Other liabilities related mainly to current accounts corresponding to tax payable by the Company to other members of the tax group for €29 million (including €28.1 million relating to tax credits).
Total operating revenue excluding expense transfers and provision reversals breaks down as follows:
| In thousands of euros | 2014 | 2015 |
|---|---|---|
| By business segment | ||
| • rental payments and other expenses re-invoiced | 2,954 | 26,408 |
| • production held as inventory | 13,829 | (13,829) |
| • license and service fees | 22,657 | 25,810 |
| Total | 39,440 | 38,389 |
| By region | 2014 | 2015 |
| • France(1) | 22,674 | 18,515 |
| • International | 16,766 | 19,874 |
| Total | 39,440 | 38,389 |
(1) Of which €13,829,000 of changes in inventory in 2015.
The increase in revenue in the year was due to rent and fittings invoiced to the third-party tenant of the Gerland office complex which was completed in the first quarter of 2015.
| In thousands of euros | 2014 | 2015 |
|---|---|---|
| General management services | 1,732 | 1,853 |
| Overheads and headquarters expenses | 3,870 | 5,590 |
| Professional fees | 3,119 | 11,417 |
| Advertising, print collateral and publication | 2,147 | 1,564 |
| Travel and entertainment | 1,809 | 1,681 |
| Bank charges | 6,692 | 5,430 |
| Other | 16,681 | 9,447 |
| Total | 36,050 | 36,982 |
The increase in fees was largely due to services provided as part of the planned acquisition of the Exterior Systems business of Faurecia Group mentioned in the section "Significant events of the year".
Changes in other purchases and external charges were due to a €10 million reduction in tenant fittings relating to the Gerland building project.
| Change in depreciation In thousands of euros |
2014 | + | – | 2015 |
|---|---|---|---|---|
| Trademarks, patents and software | 897 | 8 | 905 | |
| Land development | 169 | 169 | ||
| Buildings | 1,345 | 2,385 | 3,730 | |
| Fixtures and fittings | 2,179 | 113 | 2,292 | |
| Office equipment and furniture | 73 | 121 | 194 | |
| Total | 4,494 | 2,796 | 0 | 7,290 |
| Changes in provisions | 2014 | + | – | 2015 |
|---|---|---|---|---|
| On assets | ||||
| Investments | 18,698 | 1,338 | 20,036 | |
| Other | 2,934 | 1,734 | 4,668 | |
| Total | 21,632 | 3,072 | 0 | 24,704 |
| On liabilities | ||||
| Tax-regulated provisions | 561 | 44 | 605 | |
| Provisions for contingencies and charges (see Note P) | 33,851 | 4,459(1) | 51 | 38,259 |
| Total | 34,412 | 4,503 | 51 | 38,864 |
(1) Of which €460,000 related to the universal transfer of assets and liabilities.
| In thousands of euros | 2014 | 2015 |
|---|---|---|
| Dividend income | 176,661 | 199,578 |
| Other financial income and expenses | 28 | 18,741 |
| Interest income and expense | 7,349 | 4,845 |
| Net gain on disposal of short-term investment securities | 413 | 344 |
| Foreign exchange gains and losses | (762) | (209) |
| Provision charges and reversals | (787) | (2,453) |
| Total | 182,902 | 220,846 |
Dividend income comprises €119.7 million in dividends from French subsidiaries and €79.9 million from international subsidiaries.
The decrease in interest expense was related to the reduction in loans in the year (see Section C).
Other financial income and expenses largely consisted of a net surplus of €18.7 million relating to the universal transfer of assets and liabilities of Plastic Omnium Environment as part of the legal restructuring of the Environment Division.
The provision for impairment of shares in subsidiaries and affiliates largely accounts for the item "Provision charges and reversals" (see Section C).
| In thousands of euros | 2015 | ||
|---|---|---|---|
| Income | Expenses | Net | |
| On revenue transactions | 4 | (4) | |
| On capital transactions | 4,511 | 2,945 | 1,566 |
| Provision charges and reversals | 51 | 1,778 | (1,727) |
| Total | 4,562 | 4,727 | (165) |
This total mainly resulted from the following transactions:
• a net gain of €1,279,000 on the disposal of treasury shares;
• a provision for the impairment of a loan of €1,734,000.
| In thousands of euros | 2015 net income | |||
|---|---|---|---|---|
| Income before non-operating items |
Non-operating items |
Net | ||
| * Income before tax | 215,705 | (165) | 215,540 | |
| * Tax adjustments | (203,108) | 4 | (203,104) | |
| = Tax base | 12,597 | (160) | 12,436 | |
| Theoretical tax (38%) | (4,787) | 61 | (4,726) | |
| Income after tax at standard rate | 210,918 | (104) | 210,814 | |
| Impact of Group relief | 18,290 | |||
| Addition to provisions for taxes | (3,688) | |||
| Other impacts | (7,249) | |||
| Total corporate income tax | 7,353 | |||
| Income after tax | 222,893 |
Compagnie Plastic Omnium is the parent company of a tax consolidation group comprising 15 entities.
The tax savings for 2015 due to this tax consolidation group amounted to €15 million.
During the year, Compagnie Plastic Omnium recorded a €3.7 million provision for taxes to reflect the use by the tax group of subsidiaries' tax losses that the subsidiaries themselves may wish to use in the future if they return to profit.
The tax group has tax loss carryforwards totaling €10.6 million, equivalent to future tax savings of €3.6 million.
In 2015, €5.1 million of tax loss carryforwards arising since 2000 were used to offset the consolidated taxable profits for the fiscal year.
Unrecognized deferred tax assets and liabilities, calculated at a tax rate of 38%, broke down as follows at December 31, 2015:
| In thousands of euros | |
|---|---|
| Non-deductible provisions and accrued expenses: | (261) |
| Translation gain on FX payables and receivables 2015: | 5,149 |
| Share in accounting profit/(loss) SNC Group 2014: | (1,170) |
| Share in taxable profit/(loss) SNC Group 2015: | 3,097 |
| Translation loss on FX payables and receivables 2015: | (1,213) |
| Net deferred tax asset | 5,602 |
| Balance sheet items | Related parties |
|---|---|
| Assets | |
| Shares in subsidiaries and affiliates | 997,043 |
| Loans | 656,554 |
| Trade receivables | 6,919 |
| Short-term loans – Current accounts | 1,992 |
| Other | 12,517 |
| Liabilities | |
| Other borrowings – Current accounts | 242,244 |
| Trade payables | 1,851 |
| Other liabilities | 29,025 |
| Income statement items | Related parties |
|---|---|
| Income | |
| Net sales and other operating revenue | 29,743 |
| Financial income | 250,464 |
| Non-operating income | 2,681 |
| Expenses | |
| Operating expenses | (13,152) |
| Interest cost | (2,170) |
| Non-operating expenses | (2,366) |
| Commitments given | |
|---|---|
| In thousands of euros | 2015 |
| Guarantee(1) | 350,826 |
| Collateral | 4,170 |
| Total | 354,996 |
(1) Guarantees given to banks on behalf of subsidiaries.
In accordance with the provisions of Article L. 441-6-1, paragraph 1 of the French Commercial Code, the balance of trade payables, by maturity, breaks down as follows:
| Balance of trade payables In thousands of euros |
at 30 days | at 60 days | at 90 days | at 120 days | Accrued invoices |
Total |
|---|---|---|---|---|---|---|
| 2014 Fiscal Year | 13,231 | 26 | 0 | 170 (1) | 9,858 | 23,285 |
| 2015 Fiscal Year | 4,855 | 443 | 0 | 656 (1) | 8,594 | 14,548 |
(1) Retention money for work in progress.
No loans or advances were made to senior executives as defined in Article L. 225-43 of the French Commercial Code.
The total compensation paid to the Board of Directors in 2015 amounted to € 382,277.
No significant events have occurred since December 31, 2015 that would be likely to have a material impact on the Company's business, financial position, results or assets.
The financial statements of Compagnie Plastic Omnium are consolidated by its parent company Burelle SA – 19, boulevard Jules-Carteret – 69342 Lyon Cedex 07, France.
At December 31, 2015, Burelle SA held 56.60% of the capital of Compagnie Plastic Omnium (58.71% excluding treasury stock).
| In thousands of euros | 2011 | 2012 | 2013 | 2014 | 2015 |
|---|---|---|---|---|---|
| 1 – Capital at year end | |||||
| a) Share capital | 8,939 | 8,782 | 9,299 | 9,215 | 9,215 |
| b) Shares outstanding* | 157,751,391 | 154,977,021 | 154,977,021 | 153,576,720 | 153,576,720 |
| c) Convertible bonds outstanding | 0 | 0 | 0 | 0 | 0 |
| 2 – Revenue and profit/(loss) for the year | |||||
| a) Total operating revenue | 21,244 | 24,563 | 27,605 | 40,542 | 38,395 |
| b) Profit before tax, depreciation, amortization and provisions | 134,290 | 249,647 | 211,614 | 186,503 | 223,159 |
| c) Corporate income tax before provisions |
11,046 | 14,407 | 11,970 | 7,595 | 11,041 |
| d) Net income | 134,613 | 252,587 | 222,526 | 184,324 | 222,893 |
| e) Dividends | 36,283(1) | 39,261(2) | 51,142(3) | 56,823(4) | 62,996(5) |
| 3 – Per share data* | |||||
| a) Profit after tax, before depreciation, amortization and provisions |
0.92 | 1.70 | 1.44 | 1.26 | 1.33 |
| b) Earnings per share | 0.85 | 1.63 | 1.43 | 1.20 | 1.45 |
| c) Dividend per share | 0.23 | 0.25 | 0.33 | 0.37 | 0.41 |
| 4 – Employees | |||||
| a) Number of employees | 0 | 0 | 0 | 0 | 0 |
| b) Total payroll | 0 | 0 | 0 | 0 | 0 |
| c) Social Security and other employee benefits | 0 | 0 | 0 | 0 | 0 |
* Restated for the three-for-one stock splits in 2011 and 2013.
(1) Including €2,717 thousand in respect of treasury shares that was not paid out as these shares do not carry dividend rights
(2) Before deducting dividends in respect of shares held in treasury at the date of the Shareholders' Meeting, which do not carry dividend rights.
(3) Before deducting dividends in respect of shares held in treasury at the date of the Shareholders' Meeting, which do not carry dividend rights.
(4) Before deducting dividends in respect of shares held in treasury at the date of the Shareholders' Meeting, which do not carry dividend rights.
(5) Before deducting dividends in respect of shares held in treasury at the date of the Shareholders' Meeting, which do not carry dividend rights.
| Subsidiaries | Share capital | % interest |
|---|---|---|
| PLASTIC OMNIUM AUTO EXTERIORS SAS | 65,367,000 | 100.0% |
| 19, boulevard Jules Carteret – 69007 Lyon – France | EUR | |
| PLASTIC OMNIUM VERNON SAS | 150,000 | 100.0% |
| 19, boulevard Jules Carteret – 69007 Lyon – France | EUR | |
| PLASTIC OMNIUM AUTO INERGY SAS | 119,796,330 | 100.0% |
| 19, boulevard Jules Carteret – 69007 Lyon – France | EUR | |
| PLASTIC OMNIUM GESTION SNC | 2,011,500 | 100.0% |
| 19, boulevard Jules Carteret – 69007 Lyon – France | EUR | |
| PLASTIC OMNIUM FINANCE SNC | 247,500 | 100.0% |
| 19, boulevard Jules Carteret – 69007 Lyon – France | EUR | |
| PO MANAGEMENT 4 SAS | 37,500 | 100.0% |
| 19, boulevard Jules Carteret – 69007 Lyon – France | EUR | |
| PLASTIC OMNIUM ENVIRONMENT BV | 26,415,200 | 100.0% |
| Beneluxstraat 4, 6014 CC Ittervoort – Netherlands | EUR | |
| PLASTIC OMNIUM GmbH | 13,500,000 | 100.0% |
| Romanstrasse 35 – 80639 Munich – Germany | EUR | |
| COMPAÑIA PLASTIC OMNIUM SA | 30,350,500 | 100.0% |
| Calle Pouet de Nasio – Parcela No. 5 – Ribarroja del Turia – Valencia – Spain | EUR | |
| PLASTIC OMNIUM RE AG | 16,167,000 | 100.0% |
| Schochenmühlestrasse 2 – 6340 Baar – Switzerland | CHF | |
| PLASTIC OMNIUM INC. | 60,100 | 100.0% |
| 1209 Orange Street, Wilmington – Delaware 19801 – USA | USD | |
| PLASTIC OMNIUM INERGY (SHANGHAI) CONSULTING CO. LTD | 250,000 | 100.0% |
| Room 2802, Tower B – New Cao He Jing International Business Building N° 391 Guiping Road – Xuhui District – 200233 Shanghai – PR China |
EUR | |
| PLASTIC OMNIUM HOLDING (Shanghai) CO. LTD | 50,000,000 | 100.0% |
| RM 3501, F35 Building 2 N° 391 Guiping Road Shanghai – PR China |
EUR | |
| Affiliates | ||
|---|---|---|
| BPO AS | 5,000,000 | 50.0% |
| Y. Yalova Yolu 8 km, Panayir – Bursa – Turkey | TRL | |
| PLASTIC RECYCLING SAS | 123,000 | 50.0% |
| ZA du Monay – Saint-Eusèbe – 71210 Montchanin – France | EUR |
| In thousands of euros | Subsidiaries | Affiliates | ||
|---|---|---|---|---|
| French | International | French | International | |
| Carrying amount of shares held | ||||
| • Gross | 492,187 | 517,279 | 2,753 | 4,156 |
| • Net | 492,187 | 500,300 | 400 | 4,156 |
| Loans and advances granted | 270,153 | 173,022 | 1,839 | |
| Dividends received | 119,530 | 72,741 | 110 | 7,197 |
To the Shareholders,
In compliance with the assignment entrusted to us by your Shareholders' Meeting, we hereby report to you, for the year ended December 31, 2015 on:
These financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at December 31, 2014 and of the results of its operations for the year then ended in accordance with French accounting principles.
Pursuant to the requirements of Article L. 823-9 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we bring to your attention the following matter(s):
• Note I to the financial statements describes the accounting policies and methods used to measure shares in subsidiaries and affiliates, and stock options. We verified the appropriateness of the accounting methods applied and reviewed the assumptions used, as well as the resulting values.
These assessments were made as part of our audit of the financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law.
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the Board of Directors and in the documents addressed to shareholders with respect to the financial position and the financial statements.
Concerning the information given pursuant to the requirements of Article L. 225-102-1 of the French Commercial Code relating to remunerations and benefits received by the directors and any other commitments made in their favor, we have verified consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Company from companies controlling your Company or controlled by it. Based on these investigations, we attest to the accuracy and fair presentation of this information.
Pursuant to legislation, we have verified that the management report contains appropriate disclosures as to the acquisition of shares and controlling interests.
Made this day in Paris-la Défense, February 24, 2016
The Statutory Auditors
To the Shareholders,
In our capacity as Statutory Auditors of your Company, we hereby report on certain related party agreements and commitments.
We are required to inform you, on the basis of the information provided to us, of the terms and conditions and the reasons justifying the Company's interest in the agreements and commitments indicated to us, or that we may have identified in the performance of our engagement. We are not required to comment as to whether they are beneficial or appropriate or to ascertain the existence of any such agreements and commitments. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce), to evaluate the benefits resulting from these agreements and commitments prior to their approval.
In addition, we are required, where applicable, to inform you in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce) concerning the implementation, during the year, of the agreements and commitments already approved by the Shareholders' Meeting.
We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying that the information provided to us is consistent with the documentation from which it has been extracted.
In accordance with Article L. 225-38 of the French Commercial Code (Code de commerce), we hereby inform you that we have not been advised of any related party agreements or commitments authorized in the course of the year and to be submitted to the of Shareholders' Meeting for approval.
In accordance with Article R. 225-30 of the French Commercial Code (Code de Commerce), we have been advised that the implementation of the following agreements and commitments which were approved by the General Meeting of Shareholders in prior years continued during the year.
Agreement concluded on April 11, 2007 between Compagnie Plastic Omnium and Yanfeng Plastic Omnium Automotive Systems CO. LTD, of which Jean-Michel Szczerba is also a director.
Compagnie Plastic Omnium indirectly holds 49.95% of the share capital of Yanfeng Plastic Omnium Automotive Systems CO. LTD.
Authorization: This agreement was authorized by the Board of Directors on February 26, 2013 and ratified by the Shareholders' Meeting of April 25, 2013.
Purpose: the agreement covers the use of brands belonging to Compagnie Plastic Omnium.
Practical implementation: 0.25% of the beneficiary company's revenue.
Term: the agreement runs for 30 years.
At December 31, 2015, Compagnie Plastic Omnium invoiced €1,488,135 to Yanfeng Plastic Omnium Automotive Systems CO. LTD.
Agreement concluded on September 10, 2010 between Compagnie Plastic Omnium and Plastic Omnium Auto Inergy SAS, of which Laurent Burelle is also Chairman.
Compagnie Plastic Omnium directly owns all the share capital of Plastic Omnium Auto Inergy SAS.
Authorization: This agreement was authorized by the Board of Directors on March 15, 2011 and ratified by the Shareholders' Meeting of April 28, 2011.
Purpose: Compagnie Plastic Omnium declared its interest in having the portfolio of trademarks owned by Plastic Omnium Auto Inergy SAS and meanwhile, requested to be able to benefit from an assignment, in its favor, of a license for operating the Trademarks for manufacturing or having manufactured, and/or selling and having sold products covered by all the Trademarks.
Practical implementation: 0.1% of the revenue of all Inergy Division entities.
Term: the agreement came into effect on September 1, 2010, and ended on December 31, 2012 at the latest. Unless otherwise requested by the parties, this agreement is renewable automatically every year.
At December 31, 2015, Plastic Omnium Auto Inergy invoiced €2,019,190 to Compagnie Plastic Omnium.
Agreement concluded on December 21, 2001, between Compagnie Plastic Omnium and BPO-B.Plas-Plastic Omnium Otomotiv Plastik Yan Sanayi A.S, of which Jean-Michel Szczerba is also a director.
Compagnie Plastic Omnium holds 50% of the voting rights in B.Plas-Plastic Omnium Otomotiv Plastik.
Authorization: this agreement was authorized by the Board of Directors on February 26, 2013 and ratified by the Shareholders' Meeting on April 25, 2013.
Purpose: the agreement covers the use of Compagnie Plastic Omnium's designs, models, industrial processes, know-how and related technical assistance services.
Practical implementation: 1.5% of B.Plas-Plastic Omnium Otomotiv Plastik's net sales of licensed products.
Term: the agreement runs for a five-year period, and is renewable automatically from year to year.
At December 31, 2015 Compagnie Plastic Omnium invoiced €515,676 to B.Plas-Plastic Omnium Otomotiv Plastik.
Agreement amended in the second half of 2011 between Compagnie Plastic Omnium and Burelle SA, of which Jean Burelle is Chairman, Laurent Burelle and Paul Henry Lemarié are Chief Operating Officers, and Éliane Lemarié is a director.
Burelle SA directly owns 56.60% of Compagnie Plastic Omnium's share capital.
Purpose: the agreement covers the management and coordination of all Compagnie Plastic Omnium's activities by the Group's senior management.
Practical implementation: Burelle SA invoices Compagnie Plastic Omnium for general management services according to re-invoicing criteria.
Term: the agreement is renewable automatically every year.
At December 31, 2015 Compagnie Plastic Omnium booked a charge in the amount of €1,667,866 for Group general management services.
Agreement concluded in 2003 between Compagnie Plastic Omnium and Burelle SA, of which Jean Burelle is Chairman and Laurent Burelle, Paul Henry Lemarié and Éliane Lemarié are directors.
Burelle SA directly owns 56.60% of Compagnie Plastic Omnium's share capital.
Authorization: This agreement was authorized by the Board of Directors on December 11, 2003 and ratified by the Shareholders' Meeting of April 22, 2004.
Purpose-Practical implementation: The agreement covers a supplementary pension plan granting corporate officers who are employees of the Company pension benefits representing up to 10% of their current compensation. Part of the related cost paid by Burelle SA is theoretically allocated to Compagnie Plastic Omnium on the basis of the same ratio as that used to calculate its share of management fees.
Term: the agreement is renewable automatically every year.
At December 31, 2015 Compagnie Plastic Omnium booked a charge in the amount of €185,580 for its share of the retirement plan cost.
Done in Courbevoie and Paris-la Défense, on February 24, 2016
The Statutory Auditors
ERNST & YOUNG et Autres MAZARS
Gilles RABIER Jean-Luc BARLET
07
The full company name is Compagnie Plastic Omnium. Its registered office is located at 19, boulevard Jules Carteret, 69007 Lyon, France and its administrative headquarters is at 1, allée Pierre Burelle, 92300 Levallois-Perret, France.
The Company is registered with the Lyon Trade and Companies Registry under number 955 512 611.
Created in April 1946, Compagnie Plastic Omnium, created in April 1946, is a public limited company under French law (Société Anonyme) with a Board of Directors. It is governed by the French Commercial Code (Code de commerce).
The Company's term ends will run until April 24, 2112.
The Company's accounting period runs for twelve months, from January 1 to December 31.
In accordance with Article 3 of the Company's bylaws, the Company's corporate purpose is to:
manage its investment portfolio of equity interests and securities;
carry out all works and services relating to general administration and building maintenance (other than acting as a building manager); and
The Company may, both in France and abroad, create, acquire, use or grant licenses to use all trademarks, brands, commercial names, designs, models, patents and manufacturing processes related to the above purpose.
It may act directly or indirectly, on its own behalf or for a third party, in any country. It may do so either alone or with any other persons or companies in a partnership, joint venture, consortium or company, and may make any transaction within the scope of its corporate purpose.
Compagnie Plastic Omnium is a holding company with the following role:
The financial statements of Compagnie Plastic Omnium are audited by two sets of Principal Statutory Auditors, in compliance with article L. 225-228 of the French Commercial Code.
Represented by Gilles Rabier
Tour First
1, place des Saisons
92037 Paris-la Défense Cedex, France
Represented by Jean-Luc Barlet
61, rue Henri Régnault
92075 Paris-la Défense Cedex, France
Tour First – 1, place des Saisons, 92037 Paris-la Défense Cedex, France.
61, rue Henri Régnault, 92075 Paris-La Défense Cedex, France
The renewal of the term of office of the Principal and Alternate Auditors for a period of six fiscal years will be put to a vote at the Shareholders' Meeting of April 28, 2016.
The Statutory Auditors are members of the Versailles Auditors' Association (Compagnie régionale de Versailles).
The bonds issued in October 2012 and May 2013 are subject to a clause allowing the investor to demand redemption or re-purchase if the control of the Company changes. There is a similar clause in most other Group financing contracts.
There is currently no bylaw, charter, regulation or provision that could delay, postpone or prevent a change in control.
None.
On December 14, 2015, Compagnie Plastic Omnium signed an MOU (Memorandum of Understanding) with the Faurecia Group with a view to acquiring its Exterior Systems business (bumpers and front-end modules) for a corporate value of €665 million. The transaction will be reviewed by personnel representative bodies in the countries concerned and then submitted to the anti-trust & fair trade authorities for clearance. It should be completed in the second half of 2016.
There are no other material contracts apart from those agreed in the normal course of business.
The Company's material financial contracts (contracts related to financing) are described in Note 5.2.7 to the consolidated financial statements page 131.
Compagnie Plastic Omnium is not currently dependent on any patents or manufacturing processes owned by third parties or on any special procurement contracts.
In the sector of the automotive industry in which Compagnie Plastic Omnium operates, sub-contractors do not generally define the specifications for sub-contracted parts. When, exceptionally, sub-contractors are capable of doing so, the Group's policy is to define contractually the arrangements for the sub-contractor to transfer the design work, in order that it can then be used with other services.
The Shareholders' Meetings are convened, meet and deliberate under conditions set forth by law. The agenda of the Meetings is determined by the author of the notice; however, one or more shareholders may, under conditions set forth by law, require draft resolutions to be written into the agenda.
The Meeting takes place at the registered office, or at any other place indicated in the notice.
The notice of meeting for the General Meeting is published in the French Official Bulletin of Legal Notices ("BALO") under conditions set forth by law and regulations.
Meetings are chaired by the Chairman of the Board of Directors, or in his absence, by a director who is specially authorized for such purpose by the Board of Directors. Otherwise, the Meeting shall itself elect its Chairman.
The duties of the tellers shall be performed by the two members of the Meeting who are present and accept such duty, and who have the greatest number of votes. The officers of the meeting shall appoint a Secretary, who may be chosen from outside of the shareholders.
There shall be an attendance list kept under conditions set forth by law. The minutes of the General Meetings shall be drawn up, and copies thereof shall be delivered and certified under conditions set forth by law.
Every shareholder has the right to participate in the meetings, provided that all payments due for such shares have been met.
The right to participate in the meetings, or arrange to be represented, is subject to the accounting entry of the shares in the name of the shareholder by the 2nd business day preceding the Meeting at 0:00 hours, Paris time, either in registered share accounts kept by the Company, or in bearer share accounts kept by an authorized intermediary.
The Board of Directors may, if it deems it useful, arrange for the delivery to the shareholders of admission cards with their names, and require the presentation of the same in order to access the General Meeting.
Documents that must be made available to the public (Company's bylaws, reports from the Statutory Auditors, reports from the Board of Directors and past financial information relating to Compagnie Plastic Omnium and its subsidiaries, including that included in this Financial Report) may be consulted, while they remain valid, at the Registered Office of Compagnie Plastic Omnium and also at its administrative headquarters (1, allée Pierre Burelle, 92300 Levallois-Perret, France). Some of these documents may also be available in electronic format on www.plasticomnium.com.
This document and the Compagnie Plastic Omnium Activity Report are both available in English.
| Publication of the annual results for 2015 | February 25, 2016 |
|---|---|
| Publication of revenue for the first quarter of 2016 | April 21, 2016 |
| Publication of the interim financial statements for 2016 | July 27, 2016 |
| Publication of revenue for the third quarter of 2016 | October 20, 2016 |
| Shareholders' Meeting | April 28, 2016 |
|---|---|
| Dividend payment date | May 12, 2016 |
Registrar: BNP Paribas Securities Services (tel.: +33 (0) 826 109 119).
0 800 777 889
Shares in Compagnie Plastic Omnium are listed on Eurolist of Euronext Paris (compartment A). Plastic Omnium shares are included in the SBF 120 and CAC Mid 60 indices.
As at December 31, 2015, Compagnie Plastic Omnium's share capital amounted to €9,214,603.20, divided into 153,576,720 fully paid-up shares with a par value of €0.06 each.
At March 21, 2016, after the capital reduction through the cancellation of 1,100,000 treasury shares representing 0.72 % of the share capital, the share capital amounts to €9,148,603.20 divided into 152,476,720 fully paid-up shares with a par value of €0.06 each.
Shareholders have the right to vote and speak at Shareholders' Meetings. Each shareholder has one vote per fully paid-up share he or she holds.
In accordance with Article 16 of the Company bylaws, all fully paid-up shares held on a registered basis in the name of the same shareholder for at least two years are entitled to a double voting right. For this purpose, the shareholder can has either heritated the shares under intestacy rules or is a spouse or a relative entitled to inherit the shares and who has received them as an inter vivos gift.
If the equity capital is increased by incorporating reserves, profits or share premiums, the double voting right is also attached to the registered bonus shares linked to the shares with double voting rights already held by the shareholder.
A double voting right shall cease for any share which has been the subject of a conversion to bearer form or a transfer.
It may also be cancelled by decision of an Extraordinary Shareholders' Meeting.
As at December 31, 2015, the Company had shares with the same number of voting rights, including 148,054,228 shares with voting rights and excluding treasury shares, including 88.590.203 shares with double voting rights.
As at December 31, 2015, there were no securities or rights giving direct or indirect access to the share capital of Compagnie Plastic Omnium.
There were no stock option plans running as at December 31, 2015.
The Company's shareholders have delegated the following powers and financial authorizations to the Board of Directors:
| Resolution no. | Type of authorization and delegated power |
Duration and expiry date |
Maximum amount per authorization or delegated power |
Use of the authorization or delegation of power |
|---|---|---|---|---|
| 10 | Authorization to grant stock options to corporate officers and/or employees of the Company and/or Group companies |
38 months – through June 24, 2016 |
Maximum holding: 2.5% of the equity capital, to be deducted from the 2.5% in the eleventh resolution approved at the Shareholders' Meeting on April 25, 2013 |
424,000 stock options granted on August 7, 2013 to 184 grantees 1,253,000 stock options granted on August 6, 2015 to 172 grantees |
| Resolution no. | Type of authorization and delegated power |
Duration and expiry date |
Maximum amount per authorization or delegated power |
Use of the authorization or delegation of power |
|---|---|---|---|---|
| 12 | To reduce the equity capital by cancelling treasury shares |
26 months – through June 30, 2016 |
10% of the share capital per 24-month period |
Cancellation of 1,400,301 treasury shares on October 31, 2014 |
| 13 | Delegation to increase the equity capital with cancellation of preferential subscription rights in favor of members of a company savings scheme |
26 months – through June 30, 2016 |
4,649,310 shares i.e. €278,958.60 |
None |
| Resolution no. | Type of authorization and delegated power |
Duration and expiry date |
Maximum amount per authorization or delegated power |
Use of the authorization or delegation of power |
|---|---|---|---|---|
| 5 | To trade in the Company's own shares |
18 months – through October 30, 2017 |
Maximum purchase price: €60 – Maximum holding: 10% of share capital – Accumulated value of acquisitions: €921,460,320 |
As at December 31, 2015, Compagnie Plastic Omnium held 3.60% of its equity capital |
| 20 | Delegation of authority to issue ordinary shares and/or equity securities providing access to other equity securities, or granting entitlement to the allocation of debt securities and/ or investment securities providing access to equity securities to be issued by the Company, with preferential subscription rights |
26 months – through June 30, 2017 |
€100 million for shares – €50 million for debt securities |
None |
| 21 | Delegation of authority to issue ordinary shares and/or equity securities providing access to other equity securities or entitling the allocation of debt securities and/or investment securities providing access to equity securities to be issued by the Company, without preferential subscription rights, through a public offer and/or as consideration for securities as part of a public exchange offer during the delegation |
26 months – through June 30, 2017 |
€100 million for shares through a public offer – €50 million for debt securities |
None |
| 22 | Delegation of authority to issue ordinary shares and/or equity securities providing access to other equity securities, or granting entitlement to the allocation of debt securities and/ or investment securities providing access to equity securities to be issued by the Company, without preferential subscription rights by way of an offer referred to in par. II of article L. 411-2 of the French Monetary and Financial Code (Code monétaire et financier) |
26 months – through June 30, 2017 |
€100 million for shares by way of an offer referred to in par. II of article L. 411-2 of the French Monetary and Financial Code – €50 million for debt securities |
None |
| 23 | Delegation of authority to increase the number of shares or securities to be issued when a share issue with or without preferential subscription rights is made under the 20th to 22nd resolutions up to a maximum of 15% of the initial issue |
26 months – through June 30, 2017 |
€100 million for shares – €50 million for debt securities |
None |
| 24 | Authorization for free allocation of Company's shares to corporate officers and/or employees of the Company and/ or Group companies |
38 months – through June 30, 2018 |
Maximum holding: 2.5% of the equity capital, to be deducted from the 2.5% in the tenth resolution approved at the Shareholders' Meeting on April 30, 2015 |
None |
| Year and type of corporate transaction |
Amount of capital increase/ reduction |
Share capital (in euros) |
Number of shares |
Par value of share |
|
|---|---|---|---|---|---|
| Nominal | Premium | comprising the equity capital |
(in euros) | ||
| April 2011 Capital increase resulting from the decision to round up the par value after the three-for one share split reducing the par value from €0.50 to €0.17 |
176,455.99 | – | 8,998,745.49 | 52,933,797 | 0.17 |
| November 2011 Reduction in equity capital by cancelling 250,000 treasury shares |
59,500 | 6,490,200 | 8,939,245.49 | 52,583,797 | 0.17 |
| September 2012 Reduction in equity capital by cancelling 924,790 treasury shares |
157,214.30 | 17,055,373.45 | 8,782,031.19 | 51,659,007 | 0.17 |
| September 2013 Capital increase resulting from the decision to round up the par value after the three-for one share split reducing the par value from €0.17 to €0.06 |
516,590.07 | – | 9,298,621.26 | 154,977,021 | 0.06 |
| October 2014 Reduction in equity capital by cancelling 1,400,301 treasury shares |
84,018.06 | 27,275,732.44 | 9,214,603.20 | 153,576,720 | 0.06 |
| Percentage of equity capital held directly and indirectly by the Company as at December 31, 2015 including: | 3.60% |
|---|---|
| • backing existing stock option plans | 2.66% |
| • intended for cancellation | None |
| Number of shares cancelled over the past 24 months | 1,400,301 |
| Number of securities in the portfolio | 5,522,492 |
| Carrying amount of portfolio on December 31, 2015 | €52,502,492.82 |
| Market value of portfolio on December 31, 2015 | €161,974,690.36 |
| Aggregate gross movements | |||||
|---|---|---|---|---|---|
| Purchases | Sales | Options exercised | |||
| Number of securities | 2,517,325 | 1,701,613 | 1,083,500 | ||
| Average transaction price | €24.85 | €24.78 | – | ||
| Average exercise price | – | – | €2.86 | ||
| Totals | €62,544,246.26 | €42,170,750 | €3,098,740 |
Dealing fees of €56 thousand were incurred in buying back shares during the 2015 fiscal year.
The change in the number of outstanding shares between the opening date and the closing date of fiscal year 2015 is as follows:
| January 1, 2015 | Movements during fiscal year 2015(*) |
December 31, 2015 | |
|---|---|---|---|
| Number of shares comprising the share capital | 153,576,720 | 153,576,720 | |
| Number of treasury shares | 5,790,280 | -267,788 | 5,522,492 |
| Number of outstanding shares | 147,786 440 | 267,788 | 148,054,228 |
(*) See purchase flows, sales flows, and options exercised, indicated above
The fifth resolution of the Combined Shareholders' Meeting on April 30, 2015 authorized the Company to trade in its own shares, subject to the following conditions:
| Maximum purchase price | €60 per share |
|---|---|
| (excluding acquisition costs) | |
| Maximum shares that may be held |
10% of the share capital on the date of the Combined Shareholders' Meeting on April 30, 2015 |
| Maximum investment in the buyback program |
€921,460,320 |
A new liquidity agreement was made with Kepler Capital Markets SA on January 1, 2015. It has a term of one year, renewable automatically, in accordance with the Code of Ethics drawn up by AMAFI and had an initial value of €3 million. The primary purpose of the agreement is to reduce the volatility of the Plastic Omnium share price, and thus the risk perceived by investors.
Between January 1 and February 29, 2016, the Company acquired 310,712 shares for a total amount of €8,774,937 (€28.24 per share) under the liquidity agreement. Over the same period, the Company sold 297,000 shares under the liquidity contract for a total amount of €8,473,959 (€28.53 per share).
Between January 1 and February 29, 2016, the Company did not acquire any shares to cover its commitments to those benefiting from options, free shares and company savings schemes.
At February 29, 2016, Compagnie Plastic Omnium held 6,166,225 treasury shares (4.02% of share capital) broken down as follows:
| 29,424 shares | Liquidity agreement AMAFI |
|---|---|
| 4,342,000 shares | Shares allocated to employees or corporate officers of the Company or of Group companies |
| 1,794,801 shares | Acquisitions |
| None | Cancellation |
| None | Hedging of securities carrying rights to the allocation of shares |
Under Articles 241-1 to 241-6 of the AMF General Regulations, this description defines the objectives of the Compagnie Plastic Omnium share repurchase program and how it will be implemented. The program will be submitted for approval to the Combined Shareholders' Meeting convened for April 28, 2016.
Compagnie Plastic Omnium intends to use the share repurchase program to achieve the following objectives:
to potentially cancel the shares purchased, in accordance with the authorization conferred by the Shareholders' Meeting on April 28, 2016 in its nineteenth extraordinary resolution;
to cover stock option plans and/or free share plans (or similar) for Group employees and/or corporate officers, as well as any allocations of shares for a company or group savings scheme (or similar), in respect of employee profit sharing and/or all other forms of allocation of shares to employees and/or corporate officers of Compagnie Plastic Omnium;
The maximum proportion of the equity capital that may be acquired and the maximum amount payable by Compagnie Plastic Omnium
Compagnie Plastic Omnium is authorized to acquire in total a maximum 10% of its equit y capital on Februar y 29, 2016, 15,357,672 shares, each with a par value of €0.06.
Since the Company held 5,522,492 treasury shares as at December 31, 2015, the maximum number of shares it could purchase under the share buyback program is 9,835,180. In the event that the treasury shares already held are cancelled or used, the maximum that the Company can pay out to acquire the 15,357,672 shares is €921,460,320.
Thus the total value of acquisitions (net of costs) may not exceed €921,460,320, based on the maximum purchase price of €60 provided in the sixth resolution to be proposed to the Combined Shareholders' Meeting on April 28, 2016.
Shares may be purchased, sold or transferred using any method, including by purchasing blocks of shares, on the stock market or over the counter. These methods include the use of any derivatives, traded on a regulated market or over the counter, and the setting up of option operations such as the purchase and sale of call and put options. Transactions may be made at any time.
The share repurchase program may continue for a period of eighteen months from the approval of the sixth resolution to be voted by shareholders at the Combined Shareholders' Meeting on April 28, 2016, i.e. until October 27, 2017.
Issuer Currency Coupon Initial issue date Maturity date Amount outstanding (in millions of euros) Listing market Compagnie Plastic Omnium EUR 3.875% 10/04/2012 12/12/2018 250 Paris Compagnie Plastic Omnium EUR 2.875% 05/21/2013 05/29/2020 500 Paris
Details of the bonds issued by the Company in circulation on December 31, 2015 are given below:
| Price as at December 31, 2015 | €29.33 |
|---|---|
| Average closing price of the last 30 trading sessions in 2015 | €27.50 |
| Highest price in 2015 | €29.50 on December 30, 2015 |
| Lowest price in 2015 | €20.10 on September 29, 2015 |
| Year on year increase as at December 31, 2015 | |
| Plastic Omnium | +31.7% |
| SBF 120 | +9.4% |
| CAC Mid 60 | +16.2% |
| Market capitalization as at December 31, 2015 | €4,504,405 |
Dividends must be claimed within five years. Unclaimed dividends are paid back to the Caisse des Dépôt et Consignations.
| Highest price (in euros) |
Lowest price (in euros) |
Transaction volume (daily average) |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| 2013(1) | 2014 | 2015 | 2013(1) | 2014 | 2015 | 2013(1) | 2014 | 2015 | |
| January | 9.61 | 21.005 | 25.605 | 7.70 | 18.71 | 21.580 | 28,056 | 355,925 | 240,114 |
| February | 10.95 | 25.095 | 27.205 | 9.67 | 18.66 | 25.055 | 23,471 | 371,267 | 211,298 |
| March | 12.33 | 27.21 | 27.380 | 10.33 | 24.415 | 24.540 | 34,286 | 311,719 | 258,106 |
| April | 12.56 | 27.91 | 26.960 | 10.70 | 24.025 | 24.830 | 24,616 | 268,292 | 245,568 |
| May | 13.74 | 24.915 | 26.645 | 12.47 | 22.38 | 24.180 | 18,067 | 286,540 | 198,070 |
| June | 14.01 | 25.40 | 25.830 | 12.26 | 22.93 | 22.855 | 26,747 | 179,514 | 235,133 |
| July | 17.86 | 23.04 | 26.380 | 13.75 | 19.955 | 22.220 | 46,975 | 261,310 | 271,674 |
| August | 18.03 | 21.225 | 26.455 | 16.00 | 18.28 | 22.490 | 36,237 | 309,526 | 199,236 |
| September | 19.93 | 21.095 | 26.875 | 16.96 | 18.825 | 20.100 | 211,323 | 197,293 | 288,633 |
| October | 21.48 | 19.005 | 26.510 | 18.16 | 16.32 | 21.220 | 251,006 | 369,563 | 266,072 |
| November | 22.84 | 21.01 | 27.710 | 20.91 | 18.42 | 25.455 | 161,563 | 203,965 | 172,779 |
| December | 22.48 | 22.615 | 29.500 | 19.39 | 20.035 | 25.250 | 300,472 | 211,235 | 200,810 |
(1) From the closing price adjusted by a three-for-one stock split on September 10, 2013.
| December 31, 2015 | December 31, 2014 | December 31, 2013 | |||||
|---|---|---|---|---|---|---|---|
| % equity capital |
% voting rights |
% equity capital |
% voting rights |
% equity capital |
% voting rights |
||
| Burelle SA | 56.6 | 73.4 | 56.6 | 73.6 | 56.1 | 73.99 | |
| Employee shareholders | 1.1 | 1.1 | 1.2 | 1.2 | 1.3 | 1.3 | |
| Held by Company | 3.6 | – | 3.8 | – | 5.5 | – | |
| Public | 38.7 | 25.5 | 38.4 | 25.2 | 37.1 | 24.71 | |
| 100 | 100 | 100 | 100 | 100 | 100 |
As at December 31, 2015, Burelle SA held 56.6% of the equity capital of Compagnie Plastic Omnium. To the Company's knowledge, no other shareholder owns 5% or more of the share capital.
Compagnie Plastic Omnium reviewed identifiable bearer securities as at December 31, 2015 and concluded that 14,662,265 shares were held by individual investors.
The Company has not been informed of any shareholders' agreement.
At December 31, 2015, the 1,475 employee members of the Group stock ownership plan held 1,639,959 Compagnie Plastic Omnium shares purchased on the market, representing 1.1% of share capital.
Following Compagnie Plastic Omnium's capital reduction carried out on March 21, 2016, Burelle SA holds 57.01% of the company's capital to date.
| Name and position of officer | Transaction | Number of securities | Total amount |
|---|---|---|---|
| Laurent Burelle | Sale of stock from options exercised | 200,000 | 4,716,477.05 |
| Chairman and CEO | Options exercised | 54,000 | 158,760.00 |
| Jean-Michel Szczerba Co-Chief Executive Officer and Chief Operating Officer |
– | 0 | 0 |
| Paul Henry Lemarié | Sale of stock from options exercised | 80,000 | 1,810,254.73 |
| Chief Operating Officer | Options exercised | 190,000 | 539,600.00 |
As at December 31, 2015, Compagnie Plastic Omnium had several stock option plans; key information about these plans is given below:
| Shareholders' Meeting |
Board of Directors |
Original option price |
Number of recipients |
Total no. of options in the initial plan |
Option price |
Number of options |
Total number of options exercised or expired at 12/31/2015 |
|---|---|---|---|---|---|---|---|
| 04/24/2008 | 07/22/2008 | 26.51 | 39 | 350,000 | 2.94 | 3,150,000 | 3,150,000 |
| 04/28/2009 | 03/16/2010 | 25.60 | 124 | 375,000 | 2.84 | 3,375,000 | 2,749,500 |
| 04/28/2011 | 03/06/2012 | 22.13 | 208 | 889,500 | 7.37 | 2,668,500 | 330,000 |
| 04/25/2013 | 07/23/2013 | 48.50 | 184 | 424,000 | 16.17 | 1,272,000 | 72,000 |
| 04/25/2013 | 07/21/2015 | 24.72 | 172 | 1,253,000 | 24.72 | 1,253,000 | 0 |
| Information on stock options | Plan 1 | Plan 2 | Plan 3 | Plan 4 | Plan 5 |
|---|---|---|---|---|---|
| Date of Shareholders' Meeting | 04/24/2008 | 04/28/2009 | 04/28/2011 | 04/25/2013 | 04/25/2013 |
| Date of Board meeting | 07/22/2008 | 03/16/2010 | 03/06/2012 | 07/23/2013 | 07/21/2015 |
| Total number of shares offered for purchase | 3,150,000 | 3,375,000 | 2,668,500 | 1,272,000 | 1,253,000 |
| Earliest exercise date | 08/04/2012 | 04/01/2014 | 03/21/2016 | 08/07/2017 | 08/07/2019 |
| Expiry date | 08/03/2015 | 03/31/2017 | 03/20/2019 | 08/06/2020 | 08/06/2022 |
| Purchase price | 2.94 | 2.84 | 7.37 | 16.17 | 24.72 |
| Arrangements for exercise (for plans with several tranches) |
NA | NA | NA | NA | NA |
| Number of share subscriptions at 12/31/2015 | 3,150,000 | 885,500 | 0 | 0 | 0 |
| Total number of stock options cancelled or expired | 773,300 | 1,535,500 | 141,000 | 72,000 | 0 |
| Options outstanding at the year end | 0 | 626,000 | 2,338,500 | 1,200,000 | 1,253,000 |
| Laurent Burelle Chairman and CEO |
540,000 | 450,000 | 360,000 | 180,000 | 150,000 |
|---|---|---|---|---|---|
| Jean-Michel Szczerba Co-Chief Executive Officer Chief Operating Officer and Director |
360,000 | 270,000 | 240,000 | 120,000 | 150,000 |
| Paul Henry Lemarié Chief Operating Officer and Director |
270,000 | 360,000 | 180,000 | 60,000 | 0 |
Number of stock options allocated to the ten employees (excluding corporate officers) granted most options; number of options exercised by the ten employees who have accordingly bought or subscribed for the highest number of shares
| No. of stock options allocated/no. of shares subscribed for or purchased |
Weighted average exercise price (in euros) |
Exercise date |
Date of Board meeting |
|
|---|---|---|---|---|
| Number of options allocated during the period by Compagnie Plastic Omnium and any other company included in the option allocation scope to the ten employees of the issuer, or any company within the above scope, allocated the highest number of options |
275,000 | 24,72 | 08/06/2022 | 07/21/2015 |
| Number of stock options for Compagnie Plastic Omnium shares or shares of companies in the abovementioned scope, exercised during the period by the ten employees of the issuer or qualifying companies who bought or subscribed for the highest number of shares |
60,000 | – | – | – |
08
Twelfth resolution: Renewal of the term of office of an Alternate Auditor (Auditex)
Thirteenth resolution: Amount of directors' fees allocated to members of the Board of Directors
After having read the Company financial statements for the year ended December 31, 2015, the reports of the Board of Directors, the Chairman of the Board of Directors and the Statutory Auditors' report on the Company financial statements for the year ended December 31, 2015, and voting in accordance with the quorum and majority rules applicable to Ordinary Shareholders' Meetings, the shareholders approve the Company financial statements for the year ended December 31, 2015 as presented, showing a net profit of €222,893,428, as well as the transactions reflected in the said financial statements or described in the said reports.
Noting that the profit for the year ended December 31, 2015 shows a net balance of €222,893,428, that retained earnings totaled €936,695,406 and voting in accordance with the quorum and majority rules applicable to Ordinary Shareholders' Meetings, the shareholders decide to appropriate the net sum of €1,159,588,834 as proposed by the Board of Directors, namely:
| • Dividends on 153,576,720 existing shares as of December 31, 2015 | €62,966,455 |
|---|---|
| • Retained earnings | €1,096,622,379 |
| €1,159,588,834 |
Consequently, the Shareholders' Meeting sets the dividend for 2015 at €0.41 per share. Individual shareholders resident in France for tax purposes will qualify for the 40% tax relief provided for in Article 158- 3-2. of the French General Tax Code (Code général des impôts) on the total dividend.
The ex-dividend date will be May 10, 2016.
The dividend will be paid on the date set by the Board of Directors, i.e. May 12, 2016.
Compagnie Plastic Omnium shares held in treasury on the dividend payment date will be stripped of dividend rights and the related dividends will be credited to retained earnings.
In accordance with the law, the Shareholders' Meeting notes that, after deducting dividends not paid on treasury stock, dividends for the last three years were as shown in the table below. The information provided below takes account of the three-for-one stock split occurring on September 10, 2013.
| Year | Number of shares with dividend rights | Total dividend (in euros) |
Net dividend (in euros) |
|---|---|---|---|
| 2012* | 154,977,021 shares with dividend rights | 38,744,255 | 0.25 |
| 2013* | 147,714,484 shares with dividend rights | 48,745,780 | 0.33 |
| 2014* | 148,197,149 shares with dividend rights | 54,832,945 | 0.37 |
* The dividends for the years ended December 31, 2012, December 31, 2013 and December 31, 2014 were eligible for the 40% tax relief for individual shareholders resident in France for tax purposes, as provided for under Article 158-3-2. of the French General Tax Code.
After having read the special report of the Statutory Auditors on related party agreements referred to in Article L. 225-38 of the French Commercial Code, the Shareholders' Meeting notes the information mentioned in this report regarding the continuation, during the current year, of an agreement signed in the course of previous years.
After having read the special report of the Statutory Auditors on related party agreements referred to in Article L. 225-38 of the French Commercial Code, the Shareholders' Meeting approves the agreements renewed tacitly in 2015 and mentioned in said report.
After having read the reports of the Board of Directors, the Chairman of the Board of Directors and the Statutory Auditors' report on the consolidated financial statements, and voting in accordance with the quorum and majority rules applicable to Ordinary Shareholders' Meetings, the shareholders approve the consolidated financial statements for the year ended December 31, 2015 as presented, as well as the transactions reflected in the financial statements or summarized in these reports and from which a net Group share profit of €258,374 thousand resulted.
After having read the Board of Directors' report, and voting in accordance with the quorum and majority rules applicable to Ordinary Shareholders' Meetings, the Shareholders' Meeting authorizes the Board of Directors to purchase Company shares under the terms and conditions set forth in the provisions of Article L. 225-209 et seq. of the French Commercial Code (Code de commerce) in order:
and as per the following terms:
• the maximum number of shares that may be purchased by the Company cannot exceed 10% of the Company's share capital on the date of this decision, i.e. a maximum of 15,357,672 shares as of this date;
• the shares may not be repurchased at a price of more than €60 per share. In the event of a transaction affecting capital, in particular, stock splits or reverse stock splits or free share allocations, the aforementioned amount will be adjusted in the same proportion (coefficient of the ratio between the number of shares comprising the equity capital before the transaction and the number of shares after the transaction).
As of December 31, 2015, the Company held 5,522,492 treasury shares. If these shares were canceled or used, the maximum amount that the Company would be allowed invest in the buyback program would be €921,460,320, for the acquisition of 15,357,672 shares.
Shares may be purchased, sold or transferred using any method, including by purchasing blocks of shares, on the stock market or over the counter. These methods include the use of any derivatives, traded on a regulated market or over the counter, and the setting up of option operations such as the purchase and sale of call and put options. Transactions may be made at any time, except during a public offer period concerning the Company.
This authorization takes effect at the end of this Shareholders' Meeting and is valid for a period of eighteen months from today. It cancels and supersedes the authorization granted by the Combined Shareholders' Meeting of April 30, 2015 in its fifth resolution for the unused portion.
Unless it takes this action itself, the Shareholders' Meeting authorizes the Board of Directors to adjust the aforementioned maximum number of shares and maximum purchase price as necessary to take into account the impact on the share price of any change in the par value of the shares or any capital increase by incorporation of reserves and bonus share issue, any stock split or reverse stock split, any return of capital or any other capital transaction, within the aforementioned limits of 10% of equity capital and €921,460,320.
The shareholders grant full powers to the Board of Directors to use this authorization, to conclude any agreements, carry out any filing and other formalities, notably with the Autorité des Marchés Financiers or any other authority that may replace it, and, more generally, take all necessary action.
After having read the Board of Directors' report, and voting in accordance with the quorum and majority rules applicable to Ordinary Shareholders' Meetings, the Shareholders' Meeting ratifies the temporary appointment of Mrs. Lucie Maurel Aubert as director, by the Board of Directors during its meeting held on December 15, 2015, replacing Mr. Jean-Pierre Ergas, who resigned as director.
Mrs. Lucie Maurel Aubert shall perform her duties for the remaining term of her predecessor, i.e. until the end of the Shareholders' Meeting held in 2018 which shall approve the accounts for the previous year.
After having read the Board of Directors' report, and voting in accordance with the quorum and majority rules applicable to Ordinary Shareholders' Meetings, the Shareholders' Meeting renews the directorship of Mrs. Amélie Oudéa-Castera for a three-year term. Her term will expire at the close of the Shareholders' Meeting to be held in 2019 to approve the 2018 financial statements.
After having read the Board of Directors' report, and voting in accordance with the quorum and majority rules applicable to Ordinary Shareholders' Meetings, the Shareholders' Meeting renews the term of the Cabinet Mazars as the Principal Statutory Auditor.
The term of Cabinet Mazars will expire at the close of the Ordinary Shareholders' Meeting which will approve the accounts for 2021.
After having read the Board of Directors' report, and voting in accordance with the quorum and majority rules applicable to Ordinary Shareholders' Meetings, the Shareholders' Meeting renews the term of Mr. Gilles Rainaut as the Alternate Auditor.
The term of Mr. Gilles Rainaut will expire at the close of the Ordinary Shareholders' Meeting which will approve the accounts for 2021.
After having read the Board of Directors' report, and voting in accordance with the quorum and majority rules applicable to Ordinary Shareholders' Meetings, the Shareholders' Meeting renews the term of the Ernst & Young et Autres, as the Principal Statutory Auditor.
The term of Ernst & Young et Autres will expire at the close of the Ordinary Shareholders' Meeting which will approve the accounts for 2021.
After having read the Board of Directors' report, and voting in accordance with the quorum and majority rules applicable to Ordinary Shareholders' Meetings, the Shareholders' Meeting renews the term of Auditex, as the Alternate Auditor.
The term of Auditex will expire at the close of the Ordinary Shareholders' Meeting which will approve the accounts for 2021.
The shareholders resolve to increase the aggregate amount of directors' fees allocated to members of the Board of Directors from €400,000 to €460,000.
This decision applies from the current year until a new amount is set.
Pursuant to the recommendation in §24.3 of the AFEP-MEDEF Corporate Governance Code dated November 2015, which serves as the code of reference for Compagnie Plastic Omnium in accordance with Article L. 225-37 of the French Commercial Code (Code de commerce), the Shareholders' Meeting issues a favorable opinion on the components of compensation due or allocated to Mr. Laurent Burelle, Chairman and Chief Executive Officer, for the year ended December 31, 2015, as presented in section 2.2 of the document.
Pursuant to the recommendation in §24.3 of the AFEP-MEDEF Corporate Governance Code dated November 2015, which serves as the code of reference for Compagnie Plastic Omnium in accordance with Article L. 225-37 of the French Commercial Code (Code de Commerce), the Shareholders' Meeting issues a favorable opinion on the components of compensation due or allocated to Mr. Jean-Michel Szczerba, Co-Chief Executive Officer and Chief Operating Officer , for the year ended December 31, 2015, as presented in section 2.2 of the document.
Pursuant to the recommendation in §24.3 of the AFEP-MEDEF Corporate Governance Code dated November 2015, which serves as the code of reference for Compagnie Plastic Omnium in accordance with Article L. 225-37 of the French Commercial Code (Code de commerce), the Shareholders' Meeting issues a favorable opinion on the components of compensation due or allocated to Mr. Paul Henry Lemarié, Chief Operating Officer, for the year ended December 31, 2015, as presented in section 2.2 of the document.
Seventeenth resolution: Authorization to be given to the Board of Directors to grant Company stock options to the employees and/or corporate officers of the Company and/or Group companies, duration of the authorization, ceiling, exercise price, maximum duration of the option
After having read the Board of Directors' report and the special report of the Statutory Auditors, and voting in accordance with the quorum and majority rules applicable to Extraordinary Shareholders' Meetings, the Shareholders' Meeting:
beneficiaries and decide the number of shares that each of them may purchase,
Eighteenth resolution: Authorization to be given to the Board of Directors to allocate existing free shares in the Company to the employees and/or corporate officers of the Company and/or Group companies, duration of the authorization, ceiling, minimum duration of the vesting period and retention period
Having considered the Board of Directors' report and the Statutory Auditors' special report, voting in accordance with the quorum and majority rules applicable to Extraordinary Shareholders' Meetings, and pursuant to Articles L. 225-197-1 et seq. of the French Commercial Code (Code de Commerce), the Shareholders' Meeting:
authorizes the Board of Directors, with the option to subdelegate under the terms and conditions set forth by law, to carry out, on one or more occasions, free allocations of the Company's existing shares for employees or certain categories of them which it shall determine from among employees and/or corporate officers of the Company or companies or consortium associated with the Company within the meaning of Article L. 225-197-2 of the French Commercial Code;
Existing shares, which may be allocated pursuant to this resolution, should be acquired by the Company, either under Article L. 225-208 of the French Commercial Code, or, where applicable, under the share buyback program authorized by the sixth ordinary resolution adopted by this Meeting pursuant to Article L. 225-209 of the French Commercial Code or of any share buyback program applicable before or after the adoption of this resolution;
Having considered the Board of Directors' report and the Statutory Auditors' report, voting in accordance with the quorum and majority rules applicable to Extraordinary Shareholders' Meetings, and pursuant to the provisions of Article L. 225-209 of the French Commercial Code (Code de Commerce), the Shareholders' Meeting:
The Shareholders' Meeting grants full powers to the bearer of an original, a copy or an extract of the minutes of the meeting to carry out any and all legal filings and formalities.
The first resolution submits for your approval the parent company financial statements for the financial year ended December 31, 2015, which result in a profit of €222,893,428.
The second resolution concerns the proposed appropriation of net income and determination of the dividend for the year ended December 31, 2015.
| In euros | |
|---|---|
| Retained earnings as of December 31, 2015 | 936,695,406 |
| Net income for the year ended December 31, | |
| 2015 | 222,893,428 |
| Total amount to be appropriated | 1,159,588,834 |
If the Shareholders' Meeting adopts this resolution, the net dividend for the fiscal year ended December 31, 2015 will amount to €0.41 per share, corresponding to a total distributed dividend of €62,966,455.
Upon payment, the dividend attributable to treasury shares held by the Company will be transferred to "Retained earnings".
Shares will trade ex-dividend from May 10, 2016, and the dividend will be paid on May 12, 2016.
Individual shareholders resident in France for tax purposes will qualify for the 40% tax relief provided for in Article 158-3-2° of the French General Tax Code (Code Général des Impôts).
As a reminder, the following dividends have been distributed over the past three years. The information provided below takes account of the three-for-one stock split occurring on September 10, 2013.
| Year | Number of shares with dividend rights | Total dividend (in euros) |
Net dividend (in euros) |
|---|---|---|---|
| 2012* | 154,977,021 shares with dividend rights | 38,744,255 | 0.25 |
| 2013* | 147,714,484 shares with dividend rights | 48,745,780 | 0.33 |
| 2014* | 148,197,149 shares with dividend rights | 54,832,945 | 0.37 |
* The dividends in respect of the years ended December 31, 2012, December 31, 2013 and December 31, 2014 were eligible for the 40% tax relief for individual shareholders resident in France for tax purposes, as provided for in Article 158-3-2° of the French General Tax Code.
The Board of Directors recommends that this amount be appropriated as follows:
| In euros | |
|---|---|
| Total amount to be appropriated | 1,159,588,834 |
| Appropriation | |
| • Net dividend distributed for the 2015 | |
| fiscal year | 62,966,455 |
| • Carried forward | 1,096,622,379 |
| Total appropriated | 1,159,588,834 |
The purpose of the 3rd resolution, in compliance with Article L. 225- 38 of the French Commercial Code, is to acknowledge the agreements mentioned in the special report of the Statutory Auditors on related party agreements pursued by Compagnie Plastic Omnium during 2015.
The purpose of the 4th resolution is to submit the agreements mentioned in the special report of the Statutory Auditors on related-party agreements renewed by Compagnie Plastic Omnium during 2015 to your approval, in compliance with Article L. 225-38 of the French Commercial Code.
The fifth resolution submits for your approval the consolidated financial statements for the fiscal year ended December 31, 2015, which show a Group share consolidated net profit of €258,374 thousand.
At the Shareholders' Meeting of April 30, 2015, the shareholders authorized the Company to trade in its own shares under the following terms and conditions:
| Maximum purchase price | €60 per share | |
|---|---|---|
| Maximum shares that may be held | 10% of share capital | |
| Maximum investment in the buyback program | €921,460,320 |
Between May 2, 2015 and February 29, 2016, the Company:
Details of these transactions and a description of the authorization submitted to your vote can be found in the section entitled "Share buyback program" in the management report.
The authorization to trade in the shares of the Company granted by the Shareholders' Meeting on April 30, 2015 expires on October 29, 2016.
You are being asked to grant the Board of Directors a new authorization to trade in the shares of the Company for a further period of eighteen months.
Share buybacks allow an investment service provider to make a market in the Company's shares under a liquidity contract complying with the Code of Ethics issued by the French Association of Financial Markets (AMAFI), while the subsequent cancellation of shares improves our return on equity and earnings per share.
Shares can also be repurchased to support external growth operations, to cover stock option and bonus share plans for employees or corporate officers, or for delivery in connection with financial transactions involving transfers, sales or exchanges, or for any market practice accepted by stock market authorities.
The Board would not be authorized to use this authorization during the course of a takeover bid for the Company's shares.
We are seeking to renew this authorization on the following terms:
| Maximum purchase price: | €60 per share |
|---|---|
| Maximum shares that may be held: | 10% of share capital |
| Maximum investment in the buyback program: | €921,460,320 |
It is proposed that the Shareholders' Meeting ratify the temporary appointment of Mrs. Lucie Maurel Aubert as director, decided by the Board of Directors Meeting held on December 15, 2015, replacing Mr. Jean-Pierre Ergas, and this for the remaining term of her predecessor, i.e. until the end of the Ordinary Shareholders' Meeting to be held in 2018 to approve the 2017 financial statements.
The biographical details of Mrs. Lucie Maurel Aubert can be found in this document in paragraph 2.1.1.1. – Composition of the Board of Directors. After receiving the opinion of the Appointments Committee, the Board of Directors has deemed that Mrs. Lucie Maurel Aubert can be considered as an independent director as defined in the AFEP-MEDEF Code.
At the Shareholders' Meeting, shareholders are being asked to renew the directorship of Mrs. Amélie Oudéa-Castera for a statutory term of three years.
Her term will expire at the close of the Shareholders' Meeting to be held in 2019 to approve the 2018 financial statements.
The biographical details of Mrs. Amélie Oudéa-Castera can be found in this document in paragraph 2.1.1.1. – Composition of the Board of Directors. After receiving the opinion of the Appointments Committee, the Board of Directors has deemed that Mrs. Amélie Oudéa-Castera can be considered as an independent director as defined in the AFEP-MEDEF Code.
It is proposed to the Shareholders' Meeting to renew the terms of the Principal Statutory Auditors, audit firms Mazars and Ernst & Young et Autres as well as those of the Alternate Auditors Mr. Gilles Rainaut and audit firm Auditex for the statutory period of six fiscal years.
Their term will expire at the close of the Ordinary Shareholders' Meeting called to approve the accounts for 2021.
The 13th resolution asks the Shareholders' Meeting to increase the amount of directors' fees granted to the members of the Board of Directors to €460,000 from 2016.
The 14th, 15th and 16th resolutions ask the Shareholders' Meeting to express an opinion on the components of compensation due or allocated in respect of 2015 to Mr. Laurent Burelle, Chairman and Chief Executive Officer, to Mr. Jean-Michel Szczerba, Co-Chief Executive Officer, Chief Operating Officer, and to Mr. Paul Henry Lemarié, Chief Operating Officer in accordance with the recommendations of the AFEP-MEDEF Code (the "Say on Pay" principle). Details of the proposed compensation can be found as presented in section 2.2 of the document.
Authorization given to the Board of Directors at the Combined Shareholders' Meeting of April 25, 2013 by its 10th resolution for granting stock options to employees and/or corporate officers of the Company and/or Group companies expiring in June 2016.
The purpose of the 17th resolution would be to ask the Shareholders' Meeting to grant authorization to the Board of Directors to allocate stock options for the existing shares held by the Company.
The beneficiaries of the stock-options would be members of the employed staff and some corporate officers of the Company and some companies associated with it. The total number of options that could be granted under this authorization may not give entitlement to the purchase of shares representing more than 1% of the share capital on the day of this Shareholders' Meeting, it being specified that, out of this number of shares likely to be purchased by exercising the stock options would be applied to the number of bonus shares likely to be allocated by virtue of the 18th resolution.
The price for the purchase of the shares by the grantees shall be fixed by the Board of Directors, in accordance with the provisions of Articles L. 225-177 and L. 225-179 of the French Commercial Code. This subscription price would correspond to the average share price quoted in twenty trading sessions preceding the day the options would be granted, without the option to use the legal discount, and may not be less than 80% of the average price of the shares held by the Company pursuant to Articles L. 225-208 and L. 225-209 of the French Commercial Code.
The Board of Directors will have full powers specifically to approve the list of option grantees and to decide the number of shares that each one may acquire, as well as the conditions for the acquisition of shares.
This authorization would be granted for a period of 38 months starting from this Shareholders' Meeting and would consequently supersede any previous authorization with the same purpose starting from this date.
The 18th resolution aims to renew the Board of Directors' authorization granted during the Shareholders' Meeting of April 30, 2015 in its 24th resolution. It aims to grant the Board of Directors a new authorization to allocate free shares to employees and/or corporate officers of the Company as well as of companies related to it, under the terms and conditions set forth by law and in accordance with the provisions of Articles L. 225-197-1 to L. 225-197-3 of the French Commercial Code.
Under this authorization, the number of bonus shares that may be allocated may not represent more than 1% of the share capital on the day of this the Shareholders' Meeting, being hereby specified that the number of shares likely to be purchased by exercising the stock options would be applied to the number of bonus shares likely to be allocated pursuant to the 17th resolution.
The allocation of bonus shares to their grantees would become final:
In every case, the Board of Directors will have the option to set a longer vesting or lock-up period than these minimum periods.
If the Shareholders' Meeting votes this resolution, the possible allocation of bonus shares will be decided on the basis of the proposals of the General Management reviewed by the Compensation Committee.
The Board of Directors will determine the identity of the beneficiaries, the number of shares allocated to each of them and, where applicable, the criteria for allocating these shares.
It may use this authorization one or several times.
In compliance with Article L. 225-197-4 of the French Commercial Code, a special report will be created in order to inform the Shareholders' Meeting of transactions made by virtue of this authorization.
The renewal of this authorization would span a period of 38 months starting from this Shareholders' Meeting and accordingly supersedes the previous delegation granted by the Shareholders' Meeting of April 30, 2015, as from this date.
The 19th resolution asks the Shareholders' Meeting to authorize the Board of Directors, in accordance with the provisions of Article L. 225- 209 of the French Commercial Code, to reduce the share capital, on one or more occasions, in the proportions and at the times that it may decide, through the cancellation of all or part of the shares acquired or that may be acquired by virtue of the authorization granted by the Ordinary General Meeting, the Company itself, by up to 10% of the share capital per 24-month period, it being specified that this limit is applicable to an amount of the share capital that will be, where applicable, adjusted to take into account transactions allocating the share capital after the next Shareholders' Meeting.
This authorization will be valid for a period of 26 months from the next Shareholders' Meeting.
The purpose of the 20th resolution is to authorize the bearer of an original, a copy or an extract of the minutes of the Shareholders' Meeting to carry out any and all legal filings and formalities in relation to the execution of the decisions of this Shareholders' Meeting.
To the Shareholders,
In our capacity as Statutory Auditors of your Company and in compliance with Articles L. 225-177 and R. 225-144 of the French Commercial Code, we hereby report on the authorization to grant stock options to the salaried personnel and/or the corporate officers of your Company and companies associated with it within the meaning of Article L. 225-180 of the French Commercial Code, an operation upon which you are called to vote.
The total number of stock options likely to be allocated pursuant to this authorization may not give the right to purchase a number of shares representing more than 1% of the share capital on the day the decision of their allocation is taken by the Board of Directors, it being specified that this ceiling is common with the allocations likely to be made in accordance with the 18th resolution.
Your Board of Directors proposes that on the basis of its report it be authorized, for a period of 38 months as from the date of this Meeting, to grant stock options.
It is the responsibility of the Board of Directors to report on the reasons for granting stock options and the methods proposed for determining the stock option purchase price. Our responsibility is to report on the proposed methods for determining the subscription price for the shares.
We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body (Compagnie nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted mainly in verifying that the methods proposed for determining the subscription price for the shares are specified in the Board of Directors' report and that they comply with legal and regulatory provisions.
We have no comments to make on the methods proposed for determining the purchase price of the shares.
Made in Courbevoie and Paris-La Défense, February 24, 2016
The Statutory Auditors
ERNST & YOUNG et Autres MAZARS
Mr. Gilles RABIER Mr. Jean-Luc BARLET
To the Shareholders,
In our capacity as Statutory Auditors of your Company and in compliance with Article L. 225-197-1 of the French Commercial Code, we hereby report on the proposed authorization to grant existing free shares to the salaried personnel and/or the corporate officers of your Company and companies associated with it within the meaning of Article L. 225-197-2 of the French Commercial Code, an operation upon which you are called to vote.
The total number of shares that may be allocated pursuant to this authorization shall not represent more than 1% of the share capital as of the date of the Board of Directors' decision to make the grant, it being specified that this ceiling is taken together with the allocations likely to be made pursuant to the 17th resolution.
Your Board of Directors proposes that on the basis of its report it be authorized, for a period of 38 months as from the date of this Meeting, to grant existing free shares.
It is the responsibility of the Board of Directors to prepare a report on the proposed operation. Our role is to report to you on any matters relating to the information provided to you regarding the proposed operation.
We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body (Compagnie nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted mainly in verifying that the proposed methods described in the Board of Directors' report comply with the legal provisions governing such operations.
We have no matters to report as to the information provided in the Board of Directors' report relating to the proposed authorization to grant existing free shares.
Made in Courbevoie and Paris-La Défense, February 24, 2016
The Statutory Auditors
ERNST & YOUNG et Autres MAZARS
Mr. Gilles RABIER Mr. Jean-Luc BARLET
To the Shareholders,
In our capacity as Statutory Auditors of your Company and in compliance with Article L. 225-209 of the French Commercial Code in the event of a reduction in share capital through the cancellation of the shares purchased, we have drawn up this report to inform you of our assessment of the reasons and conditions of the proposed reduction in share capital.
Your Board of Directors asks you to grant it, for a period of 26 months from the date of this meeting, full powers to cancel, within the limits of 10% of its capital and per 24 month period, the shares purchased pursuant to the implementation of an authorization granted to your Company to purchase its own shares under the provisions of the aforementioned Article.
We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body (Compagnie nationale des Commissaires aux Comptes) for this type of engagement. These procedures lead to an examination of whether the reasons and conditions for the proposed reduction in share capital, which should not affect the equality among shareholders, are fair.
We have no comments to make on the reasons and conditions of the proposed reduction in share capital.
Made this day in Courbevoie and Paris-La Défense, February 24, 2016
The Statutory Auditors
ERNST & YOUNG et Autres MAZARS
Mr. Gilles RABIER Mr. Jean-Luc BARLET
I declare that, to the best of my knowledge, all reasonable care has been taken to ensure that the information contained in this Registration Document reflects the facts and contains no omission likely to affect its import.
I certify that to the best of my knowledge the financial statements are drawn up in accordance with the accounting standards applicable and give a true and fair view of the assets, financial position and results of the company and the companies the Group consolidates, and the information in the management report gives a fair view of the business development results and financial position of the Company and the companies the Group consolidates, and describes the main risks and uncertainties to which they are exposed.
I have received a completion letter from the Statutory Auditors in which they state that they have checked the information relating to the financial position and the financial statements appearing in this document and that they have read through the document in its entirety.
Historical financial information was included in the Statutory Auditors' reports, which contain the observations appearing on page 154 of this document, page 179 of the 2014 Registration Document and page 129 of the 2013 annual report.
Levallois, March 24, 2016
Laurent Burelle
Chairman and Chief Executive officer
| 1 | RESPONSIBLE PERSON | 200 |
|---|---|---|
| 2 | STATUTORY AUDITORS | 175 |
| 3 | SELECTED FINANCIAL INFORMATION | 5-6 |
| 4 RISK FACTORS | 13-17 | |
| 5 | INFORMATION ABOUT THE ISSUER 5.1 — Company history and development 5.1.1 — Business and trade name of the issuer 5.1.2 — Issuer's place of registration and number 5.1.3 — Term of the issuer 5.1.4 — Issuer's registered office and legal form, legislation governing its business activities, country of origin, address and telephone number of its registered office 5.1.5 — Material events in the development of the issuer's business activities 5.2 — Main investments 5.2.1 — Investments made 5.2.2 — Ongoing investments |
7-8 175 175 175 outside back cover 7-8, 75-79 9-13, 75-79, 98, 104 75-79, 98 75-79, 98 |
| 6 | 5.2.3 — Investments to be made OVERVIEW OF BUSINESS ACTIVITIES 6.1 — Main business activities 6.2 — Main markets 6.3 — Extraordinary events 6.4 — Degree of dependence on patents, licenses, industrial, trade or financial agreements or on new manufacturing processes 6.5 —Competitive positioning |
75-79, 98 9-11, 99, 102-103 9-11, 102-103 n/a 176 9-11 |
| 7 | ORGANIZATION CHART 7.1 — Description of the group 7.2 — List of major subsidiaries |
9-11 9, 147-153, 170 |
| 8 | PROPERTY, PLANT AND EQUIPEMENT 8.1 — Existing or planned material property, plant and equipment and any major spending relating thereto 8.2 — Environmental issues that could influence the use, by the issuer, of its property, plant and equipment |
78, 112-115 14, 57-64 |
| 9 | REVIEW OF FINANCIAL POSITION AND RESULTS 9.1 — Financial position 9.2 — Net operating income (loss) 9.2.1 — Material factors with a significant impact on net operating income (loss) 9.2.2 — Explanation of changes in revenue or income 9.2.3 — Strategy or factors of a governmental, economic, budgetary, monetary or political nature having had, or that could have in the future, a direct, or indirect, material impact on the issuer's transactions |
78 76-791 13-17 76-79 9-17 |
| 10.1 — Equity capital |
78, 84, 177-181 | |
|---|---|---|
| 10.2 — Source and amount of cash flows | 88 | |
| 10.3 — Information on the issuer's borrowing conditions and financing structure | 131-133 | |
| 10.4 — Information about any restriction on the use of equity capital or any restriction | ||
| that could have a direct, or indirect, material influence on the issuer's operations | n/a | |
| 10.5 — Information on expected financing sources for planned investments | n/a | |
| 11 RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES | 11-13 | |
| 12 TRENDS | ||
| 12.1 — Main trends affecting production since the end of the last fiscal year | 79 | |
| 12.2 — Commitments likely to have a material impact on the issuer's outlook | n/a | |
| 13 | PROFIT FORECASTS OR ESTIMATES | N/A |
| 14 ADMINISTRATIVE, GOVERNING AND SUPERVISORY BODIES | ||
| AND SENIOR MANAGEMENT | ||
| 14.1 — Administrative and governing bodies | 19-27 | |
| 14.2 — Conflicts of interest in terms of administrative and governing bodies | 28-29 | |
| 15 | COMPENSATION AND BENEFITS | |
| 15.1 — Amount of compensation and benefits in kind | 38-39 | |
| 15.2 — Total amount of sums set aside or recognized in order to pay pensions, | ||
| and other post-employment benefits | 41, 128 | |
| 16 OPERATION OF ADMINISTRATIVE AND GOVERNING BODIES | ||
| 16.1 — Expiry date of current terms of office | 20-27 | |
| 16.2 — Service contract binding members of administrative bodies | 29 | |
| 16.3 — Audit committee and compensation committee information | 30-32 | |
| 16.4 — Compliance with current corporate governance | 33 | |
| 17 | EMPLOYEES | |
| 17.1 — Number of employees |
45, 143 | |
| 17.2 — Non-discretionary profit-sharing and stock options | 38-41, 122-125, 184-185 | |
| 17.3 — Agreement on non-discretionary profit-sharing | n/a | |
| 18 | MAJOR SHAREHOLDERS | |
| 18.1 — Shareholders owning over 5% of share capital | 184 | |
| 18.2 — Existence of different voting rights | 177 | |
| 18.3 — Direct or indirect ownership or control of the issuer | 184 | |
| 18.4 — Agreement, known to the issuer, which could lead to a future change in its control | 176 | |
| 19 RELATED-PARTY TRANSACTIONS | 145, 167, 172-173 | |
| 20.1 — Historical financial reporting | 5-6, 82-168 |
|---|---|
| 20.2 — Pro forma financial reporting | n/a |
| 20.3 — Financial statements | 82-168 |
| 20.4 — Audit of historical annual reporting | 154-155, 171 |
| 20.5 — Date of latest financial reporting | 82-156 |
| 20.6 — Interim financial reporting | n/a |
| 20.7 — Dividend distribution policy | 122, 182 |
| 20.8 — Legal arbitration procedures | 16 |
| 20.9 — Material change in the financial or commercial position since the end of the last fiscal year |
n/a |
| 21 ADDITIONAL INFORMATION | |
| 21.1 — Share capital | 177 |
| 21.2 — Constitution and bylaws | 175-176 |
| 22 MATERIAL CONTRACTS |
131, 176 |
| 23 INFORMATION FROM THIRD PARTIES, EXPERT STATEMENTS | |
| AND DECLARATION OF INTERESTS | N/A |
| 24 DOCUMENTS ACCESSIBLE TO THE PUBLIC | 177 |
| 25 INFORMATION ON AFFILIATES | 170 |
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