Registration 2017
Registration 2017
Registration 2017
201
e
CONTENTS
1
Presentation
4
Management report 167
of the Group 9 4.1 2017 Highlights 168
1.1 General overview of the Group 10 4.2 Business review and results 169
1.2 Selected financial information 15 4.3 Cash flows and sources of financing 175
1.3 History 18 4.4 Internal control and risk management
procedures 181
1.4 The TIC industry 20
4.5 Events after the end of the reporting period 185
1.5 Strategy 24
4.6 Significant changes in financial and trading
1.6 Presentation of business activities 34 conditions 186
1.7 Accreditations, approvals and authorizations 54 4.7 2018 Outlook 187
1.8 Material contracts 55
1.9 Research and development,
innovation, patents and licenses
1.10 Information and management systems
1.11 Risk factors
1.12 Legal, administrative, government
56
56
57 5
Financial statements 189
and arbitration procedures and investigations 67
1.13 Insurance 69 5.1 Consolidated financial statements 190
5.2 Bureau Veritas SA statutory financial
statements 258
2
Corporate Social
5.3 Additional information regarding the Company
in view of the approval of the 2017 financial
statements 282
Responsibility
2.1 Vision
2.2 Governance and operational excellence
2.3 Human Resources
71
72
77
80
6
Information
2.4 Health, Safety and Environmental issues 88
on the Company
2.5 Society 96
and the capital 287
2.6 Duty of care plan 99 6.1 General information 288
2.7 Information compilation methodology 101 6.2 Simplified Group organization chart
2.8 Cross-reference index 103 at December 31, 2017 289
2.9 Opinion of the independent auditor 105 6.3 Main subsidiaries in 2017 290
6.4 Intra-group contracts 293
6.5 Industrial franchise, brand royalties
3
Corporate governance 109
and expertise licensing contracts
and central services
6.6 Share capital and voting rights
6.7 Ownership structure
293
294
297
6.8 Stock market information 299
3.1 Governance 111 6.9 Documents on display 301
3.2 Corporate Officers’ compensation 142 6.10 Related-party transactions 302
3.3 Interests of Executive Corporate Officers, 6.11 Articles of incorporation and by-laws 304
Directors and certain employees 160
6.12 Persons responsible 308
6.13 Statutory Auditors 309
6.14 Cross-reference table 310
Components of the Annual Financial Report are identified in this table of contents with the sign
REGISTRATION
DOCUMENT
2017
INCLUDING THE ANNUAL FINANCIAL REPORT
Copies of this Registration Document are available free of charge from the
registered office of Bureau Veritas at Immeuble Newtime, 40/52 Boulevard
du Parc, 92200 Neuilly-sur-Seine – France.
It may also be consulted on the Bureau Veritas Finance website
(finance.bureauveritas.fr) and on the AMF website (www.amf-france.org).
Pursuant to Article 28 of Commission Regulation (EC) No. 809/2004, the
following information is included by reference in this Registration
Document:
● the 2016 management report and consolidated financial statements as
well as the corresponding audit report set out on pages 133 to 148, 149
to 211 and 212 of the Registration Document filed with the AMF on
March 24, 2017 under number D.17-0225;
● the 2015 management report and consolidated financial statements as
well as the corresponding audit report set out on pages 127 to 141, 143
to 207 and 208 of the Registration Document filed with the AMF on
March 29, 2016 under number D.16-0217.
our Our mission is to reduce risk, improve our clients’ performance and
6 businesses
Marine & Offshore Industry Certification
25%
of revenue
34%
of revenue
10%
of revenue
31%
of revenue
(including USA 10%) (including France 15%) (including China 17%)
20,500 employees 17,800 employees 6,100 employees 29,000 employees
385 locations 445 locations 85 locations 525 locations
Industry
●● Oil & Gas, electricity, transport including automotive,
manufacturing and processing industries.
●● Our role: to maintain the safety, reliability and integrity of
industrial assets throughout their life cycle, and assess
compliance with national, international and voluntary
QHSE(1) standards. To verify quality and help optimize the
automotive supply chain.
Certification
●● International QHSE(1) standards (mainly ISO), industry
management systems (agri-food, aeronautics, automotive,
etc.) and sustainable development (CSR, climate change).
●● Our role: to certify that quality, health and safety and
environmental management systems comply with international,
national or industry standards or company‑specific standards
in order to improve risk management and performance.
Consumer Products
●● Textiles, toys, electronic appliances, smart devices, food,
jewelry, cosmetics, sports equipment and automotive spare
parts.
●● Our role: to test and verify consumer product compliance,
quality, safety and performance and improve supply chain
efficiency.
Consumer
Products 14% 8% Marine & Offshore 11% Marine & Offshore
Consumer
Products 22%
Certification 8% 18% Agri-food &
23% Agri-food Commodities
& Commodities
Buildings
& Infrastructure 24%
18% Industry
23%
Buldings
& Infrastructure
23% Industry
strategy
further transform the Group in order to seize opportunities on fast-growing
markets. It is designed to enhance Bureau Veritas’ growth profile, resilience
and profitability.
2 priority countries
Two specific countries will support
the Group’s growth: China and
the United States. These are the
world’s largest markets for TIC
services, alongside Europe where USA CHINA
Bureau Veritas already enjoys a
strong presence.
our 5 key
Growth
Initiatives
Our growth enhancement strategy is built on initiatives in sectors where Bureau Veritas
can leverage its expertise and global footprint. These initiatives address the major trends
impacting the economy and society today. Together representing one-third of the Group’s
revenue at end-2017, these five initiatives offer the Group an additional source of growth and
help it achieve its diversification strategy.
1. BInfrastructure
uildings & 2. O(Oilpex&services
Gas,
3. Agri-Food
Expand in a large
4. Automotive
Capitalize on key
5. SmartWorld
Leverage our
Leverage leading Power & Utilities, market driven expertise in supply leading position,
global position Chemicals) by supply chain chain services and address new
in sizeable and Build recurring globalization, be and connectivity needs arising
growing markets. business models recognized as a to become a from connectivity.
2020 ambition: in fragmented reference player. recognized player. 2020 ambition:
€350 million to markets, offering 2020 ambition: 2020 ambition: €110 million to
€400 million(1) strong outsourcing €250 million to €130 million to €150 million(1)
opportunities. €300 million(1) €150 million(1)
2020 ambition:
€300 million to
€350 million(1)
Components of the Annual Financial Report are identified in this table of contents with the sign
BUREAU VERITAS
2 3
ST MANUFACTURER ND BUYER RD INDEPENDANT
OR SELLER OR USER ORGANISATION
PARTY
PARTY
PARTY
According to ...
LICENSE
to operate
BRAND TRADE
reputation facilitation
Added value
1
of TIC
COST MARKET
control access
SAFETY
and reliability
Services
Bureau Veritas offers three main types of services: The Group’s services cover:
● laboratory and on-site tests and analyses are designed to ● Assets, such as:
determine the characteristics of a product or material. The aim
● ships, trains and planes,
is to ensure that the products or materials have the required
properties in terms of safety and quality and that they comply ● buildings, infrastructure and networks,
with specifications and applicable rules and regulations;
● power plants, refineries, pipelines, and other industrial
● inspection involves verifying on-site that a product, asset or installations;
system meets specified criteria. Inspections cover a wide range
of services designed to reduce risk, control quality, verify ● Products, such as:
quantity and meet regulatory requirements. They include visual ● consumer products – mass consumer electronics, textiles,
inspections, as well as verification of documents, manufacturing toys, automotive and food products, and connected devices,
supervision and electronic, electrical, mechanical and software
controls; ● industrial equipment – pressure equipment, machines,
electrical equipment,
● certification attests to compliance with specific requirements
and is delivered by an accredited body. It provides a guarantee ● commodities – oil, petrochemical products, minerals, metals,
from an independent third party that a product, service or and other agri-commodities;
management system meets specific standards. Certification ● Systems, such as:
enables companies to strengthen their reputation, access new
markets or simply carry out their activities. Bureau Veritas ● conventional QHSE management systems (ISO 9001,
offers certification services for management systems, products ISO 14001, OHSAS 18001, etc.),
and people. ● sector-specific QHSE management systems (automotive,
aeronautics, food, etc.),
● supply chain management including audits of suppliers.
Clients
Bureau Veritas has more than 400,000 clients. It operates in a wide range of industries, including transport and shipbuilding, the entire oil
and gas value chain from exploration to supply, construction and civil engineering, power and utilities, consumer products and retail,
aeronautics and rail, metals and mining industries, Agri-Food, government services, automotive and chemicals.
Organization
An increasingly global approach harnessing local Since the Group’s growth is driven by acquisitions that involve
execution capabilities in almost 140 countries integrating companies and teams within a wide variety of
practices and policies, Bureau Veritas has set up dedicated
Present in almost 140 countries with numerous operations in internal procedures to ensure the integration of companies
every global region, the Group has historically used a acquired.
decentralized management structure. This organization favors
local decision-making and accountability to better meet its client Changes in the organization of the Group’s
needs. businesses
In order to better capitalize on the market trends in which the Bureau Veritas continuously adapts its organization in order to
Group operates, this autonomy increasingly coincides with the better address the specific characteristics of some of its end
development of a transversal operational approach and global markets, meet the constantly evolving needs of its clients,
business management, based primarily on the Group’s Global improve management of its geographic network and support its
Service Lines. Bureau Veritas also has control procedures and 2020 strategic plan.
reporting rules applicable across the Group as a whole. These rules
In 2016, the Group adopted a leaner organization based around
and procedures are regularly updated to ensure that they are
the following four divisions: 1) Marine & Offshore, 2) Consumer
aligned with changes in Bureau Veritas’ businesses, organization,
Products, 3) Government Services & International Trade, and
processes and tools.
4) Commodities, Industry & Facilities (CIF). The CIF division
includes five businesses: Commodities, Industry, Construction,
Inspection & In-Service Verification and Certification.
Central leadership for supporting the roll-out of Growth Initiatives and for
improving agility and productivity through digitalization and
The Group’s support functions are under the responsibility of operational excellence;
certain Group Executive Committee members. ● Nicolas Tissot, Executive Vice President Finance & Legal, in
Since January 1, 2017, central support functions have been charge of finance, tax, internal audit, acquisitions support,
represented on the Executive Committee by: investor relations, legal affairs, risks and compliance;
● Philippe Donche-Gay, Senior Executive Vice President, who is ● Xavier Savigny, Executive Vice President Human Resources.
responsible for reinforcing the Group’s sales and client culture,
8% 8%
Commodities Commodities
Certification Certification
23 % 22 %
2017 2016
Consumer
11%
Products
22% Consumer 14%
Products 21%
18% Industry
Buildings & Infrastructure 23% Buildings & Infrastructure 21% 20% Industry
2017 2016
1.3 History
1828: Origins 2007: Initial public offering (IPO)
The "Information Office for Maritime Insurance" was founded in Bureau Veritas was listed on Euronext Paris on October 24, 2007.
Antwerp, Belgium, in 1828 to collect, verify and provide shipping This initial public offering was aimed at consolidating Bureau
underwriters with information on the condition of ships and Veritas’ growth strategy by raising its profile, giving it access to
equipment. Renamed Bureau Veritas, the Company transferred its new means of financing and forging loyalty among its employees.
head office to Paris and built up an international network.
2010: Development of the commodities business
1920: Modern industrial revolution and in high-potential markets
The growing number of accidents during the construction boom Fast-growing countries are investing more in infrastructure and
that followed the First World War led to the introduction of a experiencing growing demand for quality, safety and reliability.
series of preventive measures. Bureau Veritas served as an After its acquisition of Inspectorate in 2010, Bureau Veritas
important partner for industrial expansion and branched into new became one of the world’s top three players in the commodities
activities such as inspecting metal parts and equipment for the rail sector and continued to expand its geographic footprint. It
industry and conducting technical controls in the aeronautical, became the leader of its sector in Canada following the acquisition
automotive and construction industries. Bureau Veritas opened its of Maxxam in 2014 and carried out in parallel a series of
first laboratories near Paris to provide clients with metallurgical acquisitions in the construction and consumer products industries
and chemical analyses and testing services for building materials. in China.
Accessible/
Outsourced
~40%
of TIC market
1
Source: Bureau Veritas estimates (2015)
The outsourced TIC market also depends on a country’s administrative organization, whether or not it has a federal structure, and the
industry concerned. Over time, these factors may have a significant impact on the size of the market, irrespective of the underlying
macroeconomic conditions. The balance between insourcing and outsourcing therefore fluctuates from year to year, depending on the
policies implemented by governments or changes in practices within industry sectors. This is the case in China, for example, where certain
sectors are opening up gradually.
A breakdown in TIC by sector shows that the biggest markets are those relating to consumption, followed by Oil & Gas, construction,
chemicals and mining. For Bureau Veritas, it is important to operate and enhance its presence in these markets.
23 23
20
19 19
17
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● increased use of tests and inspections to facilitate and secure (2) The use of more complex technologies, for example in the
transactions and operations; case of the Internet of Things, is increasing the number of
tests that need to be carried out on each product and the
● subcontracting by businesses; number of subcontractors that need to be managed. Shorter
● privatization by government bodies; product life cycles are encouraging companies to outsource
a growing proportion of prototype testing and supply chain
● digitalization of the economy and of the service offer. monitoring, so that they can be more responsive to market
trends;
(3) It is increasingly difficult to protect global brands,
Global economic growth continues to influence particularly in view of the surge in popularity of social media,
the market where information can be shared in real time. In addition to
regulatory compliance and the drive to be responsible
After a period of vigorous growth driven by globalization, players, companies now believe that proactive and global
economic growth in emerging countries and the commodities management of QHSE issues offers a way to create value
“super cycle”, the TIC market should grow at a more moderate and guarantee survival over the long-term;
pace going forward. (4) Public authorities are increasingly contracting out their
(1) Globalization of the world economy accelerated when China control activities to specialized firms, which have the
joined the WTO, with global trade growing at double the rate necessary flexibility to adapt to the constraints of the
of global GDP growth on average. Since 2011, growth in markets in which they operate, allowing them to
global trade has slowed and in the next few years is considerably reduce their spending on such activities.
expected to be around one time the growth in global GDP; Bureau Veritas targets above-market growth by offering a range
(2) The commodities super cycle which had begun in the early of innovative services that meet clients’ new demands, thereby
2000s is now at an end. Over the next few years, commodity increasing its market share in the fastest-growing sectors and
prices are expected to remain low, leading to more modest regions, and seizing opportunities related to the outsourcing and
growth in investments in new projects (capital expenditure) privatization of certain markets.
and in commodity trading volumes;
(3) Emerging countries will continue to spearhead growth, albeit
at a less sustained pace. The growth gap between mature
and emerging economies should narrow.
1.5 Strategy
1.5.1 The Group’s key advantages
An efficient international network From a sales standpoint, its global network enables the Group to
service key accounts (around one-quarter of the Group’s revenue)
Bureau Veritas has an extensive global network of over 1,400 and thereby win major international contracts, which represent a
offices and laboratories in almost 140 countries. growing part of its activity.
This network is particularly well developed in leading industrialized From an operational standpoint, the Group improves its
countries (e.g., France, the United States, Canada, Japan, the profitability by generating economies of scale resulting in
United Kingdom, Spain, Italy, Australia), which have a strong particular from sharing offices, back-office functions and IT tools,
regulatory background and where the Group is recognized for its and from amortizing the cost of developing and replicating new
technical expertise and innovative production models. services and industrializing inspection processes over a larger
base.
Bureau Veritas is also well established in key high-potential
economies like China, Brazil, Chile, Colombia or India, where it has The organization into regional hubs located in key countries
built solid growth platforms with a strong local presence over enables the Group to spread knowledge, technical support and
time. The Group continues to expand its presence in these regions sales teams across a given region.
by opening new offices and laboratories and systematically In the future, the Group aims to strengthen this network
developing each of its businesses in these markets. organization around regional hubs enabling it to generate scale
The Group’s scale is one of its core assets, providing value and effects.
differentiation both commercially and operationally.
Europe
17,800 73,400
employees
445
1,440
Offices & Labs
34%
31%
25%
29,000
Asia Pacific
20,500 10%
Americas 525
385
6,100
Africa, Middle East
% of 2017 revenue
85
1. Expand market coverage through key 4. Balance its global footprint among three
growth initiatives geographic areas (Europe/Middle East/Africa,
Americas and Asia Pacific)
The Group will further penetrate its traditional markets through a
broader range of services. It has identified several initiatives to Bureau Veritas will take advantage of specific growth drivers in
achieve this objective, including Opex services (provided during key selected geographies:
the operational phase) in specific segments (Oil & Gas, Power &
Utilities, Chemicals). ● Europe, which is the reference for issuing standards and
regulations on quality, health, safety and the environment;
Bureau Veritas also plans to increase its exposure to sectors
related to consumer spending through four initiatives: Buildings & ● the United States, which has a strong economic outlook and in
Infrastructure, Agri-Food, Automotive and SmartWorld. which many Fortune 500 companies are headquartered, and
which is still a highly fragmented market;
● China, with the gradual opening of the domestic TIC market.
2. Become the partner of choice of large The Group will continue to expand and reinforce its geographic
international corporations for facilitating and footprint in developing markets.
securing their transactions and operations
Bureau Veritas is shifting towards more integrated and global 5. Continue to play a leading role in TIC market
solutions (combining inspections, audits, testing, data
management), increasing the digital content of its services, and consolidation
accelerating the roll-out of the key account management strategy
launched in 2014. In line with its successful model based on a combination of organic
and external growth, Bureau Veritas will continue to acquire small
and mid-size companies in specific markets and geographies.
1. Buildings & Infrastructure(1) expertise and further round out its portfolio of services to become
a recognized player in this sector.
The Group will benefit from its global leadership in this sizable and
fast-growing market. It will further develop its activities in
emerging markets where urbanization is leading to a surge in 5. SmartWorld(1)
demand for infrastructure and transportation. More stringent
regulations will also open up significant opportunities for TIC The Internet of Things will impact every market in which Bureau
services. The Group will continue to develop innovative solutions
and Opex services, both in mature and in emerging countries.
Veritas operates. The number of connected devices is expected to
grow exponentially for example, creating a significant market
opportunity for equipment testing but also for new services
1
related to connectivity and data security. Bureau Veritas will
2. Opex services in specific markets: Oil & Gas, benefit from its leading position, expertise, and reputation in this
segment.
Power & Utilities, Chemicals(1)
Bureau Veritas plans to develop its market share in Opex-related
services for the Oil & Gas, Power & Utilities and Chemicals 6. Certification global contracts
markets. The Group has identified these three markets on account
of their common characteristics, i.e., a high degree of The system certification market is still fragmented and is
fragmentation, the outsourcing potential and the opportunity to expected to consolidate as large international corporations
build recurring business models. It will leverage its excellent increasingly entrust system certifications to a single certification
reputation and expertise, in particular in Capex and body. Thanks to its global footprint, Bureau Veritas is ideally
product-related services. placed to address this new market need. With the implementation
of key account management, Bureau Veritas’ ambition is to
strengthen its market share on global contracts.
3. Agri-Food(1)
The TIC market for Agri-Food should see vigorous growth buoyed 7. Marine & Offshore
by the population increase, the globalization of the food supply
chain, more stringent regulations and rising consumer demand for Bureau Veritas is one of the top players in the highly profitable
quality and traceability. The Group is already present across the Marine & Offshore business. Its resilient business model combining
entire supply chain, enjoying front-ranking positions in specific verification of newly constructed facilities and inspections of
market segments, a global network and international in-service facilities will continue to reduce its exposure to market
accreditations. The Group plans to expand its geographic presence cycles. Bureau Veritas’ strategy is to develop its business in
while enlarging its portfolio of services. innovative services around energy efficiency and risk
management, and to maintain its technological leadership.
4. Automotive(1)
8. Adjacent segments – retail and mining
The automotive market is having to contend with several
deep-seated trends, including the relocation of production and Most retail and mining clients call on Bureau Veritas for just one
consumption to emerging countries and the fundamental shift to type of service. The Group sees significant cross-selling
“smart” cars and electric technologies. These trends will generate opportunities in offering the full portfolio of asset- and
additional needs for TIC services. Bureau Veritas has built a strong product-related services to existing customers through key
presence in supply chain services, electronics and connectivity account management. The Group will diversify into recurring
during the last five years. It aims to leverage these key areas of businesses and position itself as the provider of choice.
Digitalization
A number of digital technologies are currently disrupting the global economy: among those, Cloud, Artificial Intelligence, Open APIs
(Application Programming Interface) and Blockchain.
Collaborative
Economy
Industry 4.0 Social
CLOUD Business
These technologies can be leveraged and become transformative for the TIC activity of Bureau Veritas overall if seized quickly with a
business focus.
To that end, Bureau Veritas has integrated its digital transformation plan into its 2020 strategy and focused its digital strategy around
three business priorities:
Conformity
4.0
● Digital Efficiency relates to the deployment of new digital tools ● Inspection field force management: as the inspection business
to its field force and its backoffice to provide more automated is field-force intensive, deploying a standard, end-to-end, next
services and improve efficiency of the core Bureau Veritas generation field management platform, mixing mobile tools,
services; advanced scheduling as well as digital client interfaces in an
integrated way reduces drastically the back-office effort.
● New Digital Operating Models relates to the reinvention of the
Deployment of such platform in a pilot project in the Marine &
way the Group delivers services through digital to accelerate
Offshore division led to a significant reduction of these efforts.
the growth, both with digital customer engagement through
e-Commerce, marketplaces…(“One-stop-shop” offer) and new ● Complex project management: in very large projects such as
services relying heavily on Industry 4.0 technologies, such as buildings construction, a specific project management solution
Industrial Internet of Things, Artificial Intelligence, Big Data, (Sistema PRI) has been built and deployed successfully in Brazil,
Cloud 3D (“Conformity 4.0” offer); enabling Bureau Veritas to establish itself as the controller of
the works on behalf of the contractor.
● New TIC Digital Services relates to the developing market for
Bureau Veritas of testing and certifying the digital products and ● Digital collaboration, training & change management: to
services of its clients, such as cybersecurity certification, support the digitalization of processes, a significant
personal data protection certification, sensors testing, IOT transformation of the Group’s information systems
connectivity testing, connected cars testing. management has started under the lead of the new Chief
Information Officer (recruited in 2017), who will bring next
Here follows examples of realizations or on-going projects on
generation digital workplace and collaboration tools, migration
these three topics:
to the Cloud of significant business applications, and training
and change management regarding all of these.
Digital Efficiency
● Laboratories process and systems rationalization: in its testing New Digital Operating Models
activity, Bureau Veritas significantly grows through acquisitions,
having led in the past to the coexistence of multiple Laboratory
One-Stop-Shop
Information Management Systems (LIMS) and processes, and ● International e-commerce platform: Bureau Veritas, a world leader
difficulties to assess globally the calibration and quality of in certification, has built and rolled out an e-Commerce platform,
testing services. A significant harmonization work has been named LEAD (https://lead.bureauveritas.com) to enable any small
performed, leading to the global deployment of selected best and medium business (such as restaurants, craftsmen, small
in-class LIMS and associated tools, and rework and automation services, etc.) who want to be certified against standards, such as
of processes to enable the laboratories to have a fully online ISO 9001, or group of standards, to book and pay an audit online in a
service (digital work orders and reports), improving quality and few clicks in the simplest and fastest possible way. This platform
delay of service. has been deployed today in 10 countries including US, Brazil, India,
Spain, UK and Italy. Such platform will be extended to other
businesses such as supplier audit services within the CPS division.
1 AUTOMATE DATA
COLLECTION 2 AI TO DEFINE RISK
& SEVERITY OVER TIME 3 REVIEW RESULTS
& FOCUS INSPECTIONS 4 SHARE AND
COLLABORATE OVER TIME
Remote visual & infrared Deep learning networks Dashboards to organise Asset integrity Manager
aerial inspection to identify defects focused inspections
New Digital TIC Services sensors safety, telemetry and infotainment systems,
cybersecurity and data privacy. Generally speaking, the growth of
The separation between physical and digital assets is quickly connected things leads to an explosion of digital norms and
disappearing as connected things deploy at an exponential regulations to manage related cyber risks, a significant example of
rhythm. For instance, most cars are now connected and going these being the European GDPR (General Data Protection
towards autonomy, leading to a number of new elements requiring Regulation) regarding personal data.
testing or certification, such as on-board connectivity, UX and
EVOLUTION OF THE NUMBER OF IOT OBJECTS EVOLUTION OF THE NUMBER OF DIGITAL NORMS
(in billions)
75
GDPR
(General Data Protection Regulation)
(May 2018)
Cybersecurity act
(end of 2018)
30
14
15
5
3
1
In this context, Bureau Veritas has addressed the market with defined per the new General Data Protection Regulation set by
management systems certification handling Cybersecurity and the European Union, and assesses and certifies Data Protection
Data Protection: Officers to this end.
● Bureau Veritas Certification is accredited to deliver ISO 27000 In addition, the Group has also acquired and will continue to
certificates as well as IEC 62443 regarding industrial control, strengthen its strategic and leadership position in the digital
having issued thousands of certificates globally. testing space, with several acquisitions in the past years (7layers,
NCC, Siemic, ICTK), a healthy pipeline of new acquisitions, and
● The Group is accredited to deliver the Cyberessentials label, a
strong relationships and business with major global manufacturers
UK scheme with significant traction in Europe.
of digital products, bringing top credibility on this market. This is
● Bureau Veritas has built multiples guidelines on key digital related to the SmartWorld Growth Initiative described in
topics (IoT, connectivity, etc.) that it has combined with a section 1.5.3 of this Registration document.
software analyzer built with the CEA (French Alternative
Energies and Atomic Energy Commission), a public
government-funded research organization, to automatically
Digital Innovation program
analyze Code quality. Aside of these short-term impact business focuses, Bureau Veritas
has built an innovation program to incubate less mature but not
● The Marine & Offshore division is expanding its rule set for ships
less promising technologies such as Artificial Intelligence for Labs,
on Cyber with the SYS-COM additional class notation.
Blockchain for traceability and trust in digital trade, AR/VR for
● Bureau Veritas has developed a technical reference and remote inspection services.
certifications system to ensure protection of personal data as
2017 2017
The Group has several thousands of clients, and the largest ● shipowners;
represents 1.3% of the business segment’s revenue. Key clients ● oil companies and Engineering Procurement Installation
are: Commissioning (EPC) contractors involved in the construction
● shipyards and shipbuilders around the world; and operation of offshore production units;
● insurance companies, P&I clubs(1) and lawyers.
18.3
16.3 17.1
15.1
13.6
12.6
8.6
7.5 6.9
4.6 5.1
1.9
Dec. 2012 Dec. 2013 Dec. 2014 Dec. 2015 Dec. 2016 Dec. 2017
12000
10,914
10,519 118.0
10,152
113.9
109.1
103.6
10000
97.4
90.9
Dec. 2012 Dec. 2013 Dec. 2014 Dec. 2015 Dec. 2016 Dec. 2017
In partnership with Dassault Systems, Bureau Veritas Marine & Bureau Veritas is also actively working on new technologies, such
Offshore launched VeristarAIM3D, its new collaborative platform as drones or remote video inspections, aimed at improving service
built around a 3D digital twin which is able to consolidate all data lead times while reducing risks for inspectors and crews.
on a given asset and export that data to digital analytical tools
when revaluations are required. This innovative solution facilitates
decision-making, optimizes maintenance and repairs and reduces A strategy based on broadening the service offer
operating costs and lead times. Developing high value-added services remains an important
2017 also saw the roll-out of a digital inspection scheduling avenue for growth for Bureau Veritas Marine & Offshore. These
solution that helps optimize the timetable and productivity of services harness recent acquisitions (HydrOcean, MatthewsDaniel,
inspectors, while offering clients the appropriate skills in the right TMC Marine and MAC) that have allowed the Group to widen its
place and at the right time. portfolio of services and increase the number of clients it is able to
serve. At the same time, changes in regulations, particularly
Bureau Veritas Marine & Offshore entered into a partnership with environmental regulations (identification of hazardous materials,
Bourbon within the context of the Smart Shipping program, with a management of ballast water, monitoring of emissions), are
view to digitalizing vessel operations to optimize safety and creating new opportunities to support clients in preparing relevant
reliability of operations at optimum costs. The first applications of compliance strategies and optimizing the necessary measures to
this partnership include the real-time verification of the dynamic be rolled out. Lastly, Bureau Veritas Marine & Offshore looks to
positioning operations of the Bourbon fleet, classification of the assist its clients by offering services in the shipbuilding phase
connectivity systems and cybersecurity issues. (engineering, risk analysis) and also throughout the life of the
asset, using new digital tools.
2017 2017
The Commodities business provides a wide range of inspection (exploration, production, trade), and operates in many geographic
and laboratory testing services in three main market segments: Oil regions. The Group also offers single window inspection services
& Petrochemicals, Metals & Minerals (including coal) and to governments (primarily in Africa) to facilitate and support the
Agri-Food. The Group has a diversified business portfolio covering growth of international trade.
all commodities at each stage of the production cycle
20% 2017
Metals & Minerals
The Metals & Minerals segment provides a wide range of
inspection and laboratory testing services to the mining industry,
covering all minerals (coal, iron ore, base metals, bauxite, gold,
uranium) and metals (coke and steel, copper cathodes, bullion).
27%
These services can be split into two categories:
Metals & Minerals
Inspection and testing services relating to Crop monitoring is a prime example of upstream agri services. The
international trade (around 40% of revenue) world is experiencing a new agricultural revolution with new seed
varieties, crop protection technologies and digitalization driving
Bureau Veritas is a market leader in the Metals and Minerals Trade big increases in the productivity of available farm land. Bureau
sector. This covers the entire supply chain from the point at which Veritas is mapping planted areas using ground based
a mineral leaves its original mine site through to the time when it investigations, supplemented by drone and satellite data. Bureau
becomes part of a manufactured product, and in some cases it Veritas’ data is provided to farmers, traders, banks and input
extends into the recycling stage of the metal’s life cycle. suppliers enabling them to monitor the performance of their
products and maximize the efficiency and payback.
This business is strongly linked to the physical movement of the
traded commodities and the perceived risk level of the
transaction. Agricultural commodities inspection and testing
Trade-related inspection and testing services verify and certify the Agri-commodities include grains, oilseeds and vegetable oils,
quantity and quality of commodities as they move through the cotton, ‘softs’, animal feed, chemical feedstock and other
supply chain. These services inform the clients how much metal is by-products. Bureau Veritas’ network and services cover
there, enabling them to agree its commercial value. Major clients origination to destination and all points in between.
include traders, mining companies, smelters and metal refiners,
thermal power generators, banks, finance providers, and recyclers. Inspection services maximize control at every link in the supply
chain, from inland production and storage sites, to export
Bureau Veritas’ trade business is present in all the world’s key terminals, vessel hold and hatch surveys to loading and discharge
locations, with strategic hubs in London, Singapore, Shanghai, supervision.
Perth, Lima and Houston. These locations are major trading
centers and headquarters for many of the major mining Grading and laboratory analyses determine product quality and
companies, banks and traders. Additional support is provided by phytosanitary condition.
other key locations in Moscow, Rotterdam, Geneva, Jakarta, Trade-related inspection and testing services verify and certify the
Johannesburg, and Dubai. quantity and quality of agri-commodities as they move through
the supply chain. These services provide the Group’s clients with
Leading-edge laboratories data to enable them to agree commercial value. Major clients
include traders, buying organizations, banks and finance providers.
Bureau Veritas has world-class facilities in all of its Metals &
Minerals activities. The reputation for quality of service, technical Bureau Veritas’ agri-commodities trade business is present in all
excellence and innovation cultivated by the Group over the years the world’s key locations, with strategic hubs in London, Paris,
allows Bureau Veritas to offer high quality service across all Geneva, Sao Paulo, Moscow, Singapore, Shanghai and Houston.
laboratories and inspection facilities around the globe. Additional support is provided by other key locations in Rotterdam
and Dubai.
In Brazil, Bureau Veritas laboratories provide testing services to
cotton producers, enabling farmers and cotton processors to
Agri-Food establish the key parameters of fiber length, strength and
micronaire – and agree commercial value for their production.
Bureau Veritas intends to be a leading provider of inspection and
laboratory testing services to the agriculture and food industries,
covering the entire supply chain, from farm to fork. Food inspection and testing
These services can be split into three categories: Key analyses chiefly cover veterinary drug residues, pesticides,
heavy metals, organic contaminants, nutritional testing, allergens,
colorants and dyes, GMO, species identification, along with
Upstream agricultural services microbiological, chemical and environmental-type analyses for a
Bureau Veritas provides inspection and testing services during the series of foodstuffs.
growth and harvesting stages of the agricultural crops. The Group
Bureau Veritas’ global network of food safety experts carryout
is present in many of the world’s main farming regions, providing
visual inspections of finished food products for quality and
clients with the data they need to make informed decisions,
quantity checks, making sure its clients’ products are safe, healthy
leading to more efficient growing practices and contributing to a
and fresh. The Group is also combining food safety and brand
more sustainable and productive agriculture supply chain.
standards inspections in large retail and foodservice networks.
Bureau Veritas believes that it is ranked third worldwide in Oil & In the Metals & Minerals segment, Bureau Veritas’ priority is still to
Petrochemicals inspecting and testing and that it is one of provide a coherent, comprehensive offer, develop new services
two international operators offering the full range of inspection and optimize the Group’s geographic presence. Its ambition is to
and testing services at all stages of the cycle (exploration, increase its market share in trade-related inspections and in
production, international trade) for all minerals. testing services through an expanded network leveraging its
expertise and strong client relations.
Growth in the Agri-Food segment has been fueled by acquisitions.
In 2016, the Group became the leader of the food testing market In Agri-Food, the Group’s aim is to become world’s leading players,
in Australia, following its acquisition of DTS which also rounding out its offering to ensure it is present at every stage in
strengthened its leadership in servicing the dairy industry. In late the industry’s supply chain. Bureau Veritas will strengthen and
2016 Kuhlmann Monitoramento Agrícola Ltda (KMA) was carve out positions at the world’s biggest agri-commodity import
acquired, marking a move into the Brazilian upstream agri market. and export locations, and also intends to develop its global
This was followed by the acquisition of the Schutter Group in network of high-level food testing laboratories. Bureau Veritas is
March 2017. These two acquisitions helped move Bureau Veritas presently a world leader in rice inspections, and the market leader
into a leadership position in the important Brazilian for food testing in Canada, Australia and South America. The
agri-commodities market. Group is actively investing in new laboratory facilities in North
America, Asia and Pacific to support the growing demand of large
customers for a comprehensive and global offer. The TIC market
for Agri-Food should see vigorous growth driven by the population
A strategy focused on geographic expansion increase, the globalization of the food supply chain, more stringent
and an enriched portfolio of services regulations and rising consumer demand in terms of quality and
product traceability.
The recent economic environment defined by low oil prices and a
rise in trading of crude and refined products has been a boon to In terms of government services and international trade, the
Oil & Petrochemicals product analysis. The Group continues to Group’s strategy is based on supporting the transition to single
expand in this segment, reinforcing its market share in inspections windows. Recommendations by international organizations
and tests of marine cargo by deepening its geographic footprint encourage governments to set up secure web platforms to
and opening new sites. The Group’s strategy is also to develop its restructure and simplify government services. “Single windows”
laboratory testing for lube oil, marine fuel and natural gas, and to facilitate transactions and also deliver efficiency gains and cost
manage laboratories outsourced by clients. savings. Bureau Veritas assists players in their modernization drive
and helps them to manage change. Single windows have been
introduced as part of public-private partnerships.
2017 2017
1
18% Industry
23 % Industry
A portfolio of services covering the entire ● independent third-party certification of equipment or facilities,
in accordance with regional, national or international
asset lifecycle regulations;
Bureau Veritas supports its industrial clients by conducting ● services related to production continuity and asset integrity
conformity assessments for equipment and processes throughout management during the operation phase (opex) in order to
the entire life of any types of industrial facilities. This involves optimize asset performance, reduce risk and minimize costs.
verifying the quality of equipment, the reliability and integrity of These services include regulatory and voluntary inspections and
assets, the safety of processes and their compliance with client audits during the operation of industrial facilities, asset
specifications, as well as with national and international management solutions, non-destructive testing during
regulations and standards. shut-downs, and measurement of fugitive emissions;
The solutions offered by Bureau Veritas fall into four main ● HSE services for industry, technical training of staff, and the
categories: delivery of qualifications relating to technical standards and
client specifications.
● assistance for industrial projects during the engineering and
construction phases (Capex), including design review, risk and
safety studies, reliability studies, and shop and on-site
inspections, from design to commissioning;
Modification Procurement
Management of change verification
Fitness for service 5 2 Supplier assessment
Equipment certification
Lifetime extension Shop inspection
Operation 4 3 Construction
QHSE management services Code compliance
Asset integrity management services On-site supervision
Periodic inspection Operational safety
A global presence and significant exposure ● Opportunities regarding existing assets (opex services): amid
tighter financial conditions, industrial players are looking to
to high-potential regions prolong the life and use of their existing assets while reining in
operating costs. Certain clients are reconsidering outsourcing
Bureau Veritas’ Industry business is present across the globe. The control and inspection activities, thereby giving rise to new
Group is active in all major industrial countries (France, Australia, opportunities for growth. Industrial facilities are also equipping
the US, Italy, the UK, Germany, the Netherlands, Spain and Japan) themselves with more and more sensors and IoT, opening doors
and high-potential regions (Latin America, India, China, Africa, the to TIC industry for new services. All sectors including Oil & Gas
Middle East, South East Asia and the Caspian Sea countries). are benefiting from this trend.
The Industry business is reported in the Group’s CIF division, which
is managed by Global Service Lines.
GROUP ADJUSTED OPERATING PROFIT in various fields including structure, envelope, electrics, fire safety,
air conditioning, heating, elevators and lifting equipment, pressure
equipment, indoor air quality and acoustics. The in-service
inspection and verification services are recurrent, owing partly to
the periodic inspections required by regulations and partly to the
fact that the condition of an in-service real estate asset changes
on an ongoing basis and therefore requires regular inspections. As
a result, most of the Group’s business comes from multi-year
contracts or contracts that are renewed from year to year.
The service offering covers all types of buildings and facilities,
particularly residential buildings, commercial buildings (offices,
2017 hotels, hospitals, stores and supermarkets, logistics warehouses,
industrial buildings, multipurpose complexes) public buildings,
sports and leisure facilities.
The service also includes inspections in all type of equipment and
assets related to infrastructure segments like road, rail, port,
logistic center and airport.
Buildings
& Infrastructure 23% The Group has a global coverage of the in-service inspection and
verification services. It mainly operates in mature countries
(France, the UK, Spain, the US and Japan), but has also developed
an important presence in certain high-potential markets in recent
years (China, Brazil, India and the United Arab Emirates).
REVENUE BY GEOGRAPHIC AREA
World leader
South America 5%
The Group believes that it has a number of advantages that have
North America 8% enabled it to carve out a position as global leader of the In-Service
Inspection & Verification market:
● it is able to provide a comprehensive offering both to local and
international clients, leveraging its broad geographic coverage
and the diverse technical capabilities of its local teams, which
23%
Asia Pacific allow it to offer a full range of mandatory inspection services;
(incl. China 17%) 2017 ● it is involved in the construction phase for certain assets,
making it ideally placed for in-service work;
● it boasts unrivaled technical expertise based on leading-edge
methodological tools and technologies. The use of an integrated
suite of tools has raised the quality of the service provided to
Africa,
Middle East 4% 60% Europe
(incl. France 45%) clients; and
● its established position in the market gives it access to
historical data and statistics that are used to improve collective
knowledge.
Expansion in markets with strong growth exposure (90% of EMG revenue is Opex related services) and thus
potential reducing the Group’s Oil & Gas weight in the United States.
Certification 8%
2017 8% 2017
Certification
1
A full range of customized audit ● training: accredited by the Chartered Quality Institute (CQI) and
the International Register of Certificated Auditors (IRCA), the
and certification services Certification business also offers training in quality, health and
safety, environment, social responsibility, food safety,
As a certification body, Bureau Veritas certifies that the QHSE information system security, business continuity management
management systems utilized by clients comply with international and energy management.
standards, usually ISO norms, or with national, segment or large
company-specific standards.
The Certification business provides a global and integrated REVENUE BY BUSINESS SEGMENT
offering, including:
● QHSE management system certification services: Quality
(ISO 9001), Environment (ISO 14001), and Health and Safety
(OHSAS 18001);
Customized Solutions
● certification services in accordance with specific sector & Training
schemes, in particular for the automotive industry 26%
(ISO TS 16949, replaced by the IATF), aeronautics (AS 9100),
rail (IRIS), Agri-Food (IFS, ISO 22000, HACCP – management of
food health and safety), the forestry/wood sector (FSC/PEFC),
and health services. In France, Bureau Veritas also provides
44% QHSE
label certification services in the Agri-Food sector (e.g., Label
Rouge, Agriculture Biologique (AB) and Origine France Garantie); 2017
● environment-related services: verification of sustainability
practices in the fields of climate change (EU ETS), energy
management (ISO 50001), biomass and biofuel sustainability
(EU Directive on Renewable Energy), carbon footprinting
Supply Chain &
30%
(ISO 14064, PAS 2050), social responsibility (SA 8000,
Sustainable Development
ISO 26000) and sustainability reporting (AA 1000, GRI);
● customized certification and second-party audits, based on
standards defined by clients to audit or certify their network of
franchisees, resellers, stores or suppliers;
A resilient market Thanks to its global presence, Bureau Veritas is ideally placed to
help its clients develop in high-potential regions, particularly in
The Certification market has seen steady growth in line with Asia. The Certification business helps build company trust in these
growth in the world economy. This is due to the fact that emerging markets upstream of the supply chain.
Certification covers a wide variety of sectors and has a significant The Certification business is reported in the Group’s CIF division,
development potential on account of a still-low penetration rate which is managed by Global Service Lines.
in the corporate market.
Certification is also a very resilient market. Most contracts run on Bureau Veritas boasts strong competitive
a three-year cycle, with an initial audit phase during the first year advantages:
and further audits carried out during annual or semi-annual
supervisory visits in the following two years. The certification ● a broad, diverse offering covering all certification services,
process is generally renewed by the client for a new cycle after a meeting needs specific to the main business sectors and
period of three years. The average attrition rate observed for providing innovative, customized solutions to companies
these three-year certification missions is low. It is less than 10% wishing to improve their performance;
and mostly reflects clients who have discontinued their business,
● a global, coherent network of qualified auditors in all major
who no longer seek to be active in the markets for which
geographic regions, allowing Bureau Veritas to have critical
certification was required or who have reduced and consolidated
mass in local markets, along with the ability to manage
their numerous certification programs into one single program.
large-scale contracts through regional hubs;
Since September 2015, companies have been adapting their
● expertise universally acknowledged by over 50 national and
Management Systems to meet the new ISO 9001 and ISO 14001
international accreditation bodies;
standards, which bring more added value because they involve a
company’s entire management team, developing risk ● one-stop-shop offer: thanks to its very broad range of
management and allowing for standards to be more easily expertise, Bureau Veritas Certification simplifies management
assimilated. At the end of 2017, the number of companies for the most complex projects (multiple certifications,
transitioning to these new standards had picked up pace. In 2017 international issues, etc.);
transportation companies began their transition to the new IATF
standard in the automotive industry, which replaces ISO ● efficient report management tools, enabling customers to
TS 16949, the revised AS 9100 standard in the aeronautics consult audit results for all of their sites throughout the world
industry, and the new ISO/TS 22163 standard in the rail industry. and monitor key indicators such as the number of audits
already planned, incidents of non-compliance, certificates
issued and invoicing; and
a certification brand that is known and respected across the
A diversified client portfolio ●
globe as a symbol of expertise and professionalism, enabling
clients to enhance the image of their company and gain the
The Group manages a large volume of certificates (over 142,000
confidence of their customers and partners.
certificates currently valid) for three types of client:
● large international companies, most commonly for external
certification assignments of their management systems
covering all of their sites worldwide;
A strategy focused on key accounts and new
product development
● large national companies seeking to improve their performance
and enhance their reputation by certifying their management
systems; and
Increase business with key accounts
● small and medium-sized companies for which management The Certification market is still fragmented and is expected to
system certification may be a condition of access to export, consolidate as large international corporations entrust their
public procurement, and high-volume markets. system certifications to a limited number of certification bodies.
The aim is to simplify and harmonize the certification process,
The Certification portfolio is very diversified. The Group’s biggest obtain more visibility over their operations, better deploy and
Certification client represents less than 1% of the business’s assimilate standards and reduce direct and indirect costs related
revenue. to the audits.
Leveraging its global footprint, Bureau Veritas is ideally placed to
address this new market need. Bureau Veritas is one of the few
Market position companies able to offer global certification to the main standards
used by large international corporations.
A front-ranking player
Bureau Veritas is a leader in Certification along with a few other
global companies. The market is still fragmented, with more than
two-thirds of the world’s Certification business conducted by local
and/or small firms.
2017 2017
A portfolio of services covering the entire comply with regulatory safety standards or with voluntary or
industry standards of quality and performance, including as
consumer products manufacturing and supply regards connectivity and safety.
chain
The main product categories include:
The Group provides quality management solutions and ● textiles (clothing, leather goods, footwear);
compliance assessment services for the consumer products
manufacturing and supply chain. These solutions and services, ● hardlines (furniture, sporting and leisure goods, office
which include inspection services, laboratory testing and product equipment and supplies) and toys;
certification as well as production site and social responsibility ● electrical and electronic products such as domestic appliances,
audits, are provided to retailers, manufacturers and vendors of wireless and smart devices (tablets, smart phones, applications
consumer products. and connected objects) and automotive products (parts,
Services are provided throughout the clients’ manufacturing and components and on-board systems).
supply chains to ensure that products offered to the market
REVENUE BY PRODUCT CATEGORY Usually, the Group is accredited by a client-retailer as one of two
or three inspection and testing companies (generally its major
competitors) designated as an “approved supplier”. In this
situation, manufacturers and vendors can choose which company
will inspect and test their products.
33%
Electrical
& Electronics (E&E)
2017 The Group believes that the market will benefit from the following
factors:
● the development of new products and technologies that will
have to be tested;
● shorter product lifecycles and time-to-market, as
demonstrated by the swift adoption of wireless/smart
technologies and their emergence in all types of products;
31% Hardlines, Toys,
Audits
● the continuing tendency of retailers to outsource quality
control and product compliance assessment;
● stricter standards and regulations regarding health, safety, and
environmental protection;
The Group provides services:
● the emergence of new requirements linked to wireless
● during a product’s design and development: verification of
integration systems in terms of connectivity, interoperability,
product performance, advice on regulations and standards
safety and quality of service;
applicable in all countries across the globe, assistance in
defining a quality assurance program; ● growing demand from middle-class consumers in emerging
countries for safer, higher-quality products;
● at the sourcing stage for materials and components:
inspections and quality control tests for materials and ● the gradual opening up of previously unexploited markets (India
components used in manufacturing the product; and China) to foreign players;
● at the manufacturing stage: inspections and tests to assess ● the migration of manufacturing facilities to South Asia
regulatory compliance and product performance, as well as (Bangladesh, India, Pakistan, Sri Lanka) and South East Asia
compliance of product packaging, factory audits with respect to (Cambodia, Indonesia, Malaysia, Myanmar, the Philippines,
quality systems and social responsibility; and Vietnam).
● at the distribution stage: tests and assessment of compliance
with specifications, and comparative tests with equivalent
products. Leading positions in key market segments
A concentrated and loyal client base The Group is one of the three world leaders in consumer products
testing, with leadership positions in textiles, clothing and hardlines
The Group provides its services to retailers, brands and including toys. More recently, the Group has strengthened its
manufacturers throughout the world, but mainly in the US and positions in the Electrical & Electronics segment, and more
Europe for products they source from Asia. Retailers in emerging specifically in SmartWorld and wireless testing (mobiles,
countries in Latin America, China and India are also enjoying rapid connected devices) and for automotive products.
growth, and the Group has recently developed its business with
local Asian clients and manufacturers.
A particularly robust presence in the US
Most of the revenue from this business is traditionally generated
by around 100 key accounts. The 20 largest clients represented The Group distinguishes itself from competitors by its robust
just under 30% of the revenue for this business in 2017. presence in the US and its deep penetration of the large US
retailer market, which has resulted from the successful integration
of two US companies: ACTS, the US leader for testing toys and
products for children, acquired in 1998; and MTL, the US number
one for testing fabrics and clothes, acquired in 2001.
Each of the Group’s businesses has set up an organization dedicated to managing and monitoring these authorizations on a centralized
basis and the authorizations are subject to regular audits by the authorities concerned. Obtaining, renewing and maintaining these
authorizations must be justified by qualitative and quantitative criteria concerning the independence, impartiality and professional
capabilities of the beneficiaries, such as proof of experience in the field concerned over a certain length of time, the existence of trained and
qualified technical personnel, and an internal quality control system conforming to applicable standards, such as the EN 4005 standard for
inspection companies.
● Human and process risks future employees. Showcasing the meaning of its businesses in a
world where sustainable development, environmental and safety
With regard to employee security, all the work of the teams
concerns are increasingly important, is the best guarantee of a
follows detailed, documented procedures applicable to all of the
pertinent, high-quality recruitment policy.
Group’s data centers. This enables teams from other centers
around the world to carry out the tasks normally assigned to a The Group is not aware of any exposure to specific labor-related
different center, thus ensuring continuity of service in the event of risks other than risks that can arise in the ordinary life of a
social or geopolitical unrest. company of the Group’s scale and worldwide geographical reach.
In 2018, training and awareness-raising initiatives targeting all Additional information on Human Resources management is
Group users will help reduce vulnerability to hacking and the risk provided in section 2.3 – Human Resources on page 80 of this
that viruses and other threats will spread. The introduction of an Registration document.
IT Charter provides a framework for employees’ activities and
especially activities carried out by the Group’s subcontractors and
partners.
Risks related to health and safety
Data confidentiality and security, particularly in terms of personal
data, is one of the issues taken up in the Group’s Compliance Description
Program. This program puts in place the measures needed to
enhance the Group’s procedures and organization in terms of Bureau Veritas directly employs some 74,000 people in over
personal data protection, which notably include the appointment 1,400 offices and laboratories across the globe and also uses
of a Group Data Protection Officer before the Regulation comes many different subcontractors. Those working at either Group or
into effect. The Group’s compliance program is described in client facilities may be exposed to physical, mechanical, chemical
further detail in sections 4.4 – Internal control and risk or biological risks.
management procedures on page 181 of this Registration
A serious accident or epidemic with potentially devastating human
document.
consequences or, more generally, poor working or health and
safety conditions, represent a risk likely to affect the availability of
internal resources or subcontractors, thereby disrupting Bureau
Main risks related to Human Resources Veritas’ operations.
Description
could also adversely impact the Group’s business, financial
position, earnings or outlook. 1
Certain countries in which the Group may operate could be
subject to economic sanctions, embargoes or other restrictive
Risk management
measures provided for by the laws and regulations of certain A policy aimed at preventing counterfeit certificates has been in
governments or international organizations. In particular, the place in the Group since 2015. Whenever there is a suspected
European Union has adopted a number of regulations seeking to case of forged or counterfeit certificates, the Group conducts an
limit trade with Syria and Russia. The Group considers that its investigation to rapidly identify the source and authors of the
operations in the countries concerned do not infringe the forgeries/counterfeits. Where applicable, it reports on the matter
economic sanctions adopted by a Member State or other member to clients, accreditation bodies and, if necessary, government and
of the international community. However, the Group cannot customs authorities, particularly in light of applicable legal and
guarantee that current or future regulations in terms of economic regulatory requirements. Legal and criminal proceedings are also
sanctions will not have a significant adverse effect on its business, initiated to put a stop to the fraud and seek damages for the harm
financial position, or reputation. A breach of these regulations suffered by the Group. Penalties may be adopted against those
could result in material civil, criminal and/or financial penalties for responsible.
the Group.
For some of its businesses, the Group is developing an electronic
signature for its certificates and the use of QR codes in a bid to
Risk management reduce the risk of forged or counterfeit certificates and improve
the traceability of the reports and certificates issued by the Group.
The Group conducts frequent regulatory monitoring and
identification of risks associated with international sanctions
through its risk map. It has established specific control procedures
and awareness-raising programs so that it may conduct its Image and reputational risk
business in compliance with applicable rules and regulations. It
also maintains regular contact with the competent authorities. Description
Bureau Veritas’ ability to fulfill its responsibilities as a trusted third
party relies heavily on its reputation for integrity, independence
Risks related to the production of forged and competence. Publication in the media of any certain or alleged
certificates difficulties, particularly as regards the performance of major or
sensitive projects, could affect the Group’s image and credibility
Description among its clients and therefore, its ability to be awarded certain
contracts.
The Group’s main missions include ensuring that products, assets
and management systems conform to a given framework (mainly
standards and regulations in terms of environmental protection, Risk management
social responsibility, quality, health and safety). Bureau Veritas Bureau Veritas has implemented a three-pronged approach to
acts as an independent body and issues reports and certificates reducing its image and reputational risk.
stating that products, assets, and management systems conform
In the event these different restrictions were to apply, this could Liquidity risk
affect the Group’s ability to pursue its external growth policy,
maintain its borrowing costs stable or adapt its businesses to
competitive pressures; lead to a slowdown in its markets; or affect
Description
general economic conditions. In the event of a liquidity shortfall, In a crisis, the Group may not be able to access financing or roll
the Group may also be required to reduce or postpone its over the debt it needs to meet its investment commitments, or it
investment spending, sell assets, look for additional funding or may not be able to obtain satisfactory financial conditions.
restructure its debt.
The Group has always complied with the specified covenants and Risk management
fulfilled its obligations under these agreements. However, the
Group’s future ability to comply with the contractual covenants The Group seeks to ensure that it has confirmed, undrawn credit
and obligations contained in certain loans or agreements, or to lines at all times in order to service its debt. At December 31,
refinance or repay its loans according to the conditions agreed, 2017, the Group had access to an undrawn confirmed revolving
will depend in particular on its future operating performance and syndicated facility totaling €450 million (syndicated loan) in
could be affected by numerous factors beyond its control, such as addition to cash. This facility was set up in July 2012 for a
economic conditions, market conditions for debt and regulatory five-year period and its maturity was extended to April 2019 in
changes. 2014.
A detailed description of liquidity risk management is provided in
Risk management section 5.1 – Consolidated financial statements, note 5 – Financial
risk management on page 205, Note 24 – Borrowings and
A detailed description of Group debt is provided in section 4.3 – financial debt on page 224, of this Registration document.
Cash flows and sources of financing on page 175, and in
section 5.1 – Consolidated financial statements, Note 24 –
Borrowings and financial debt on page 224 of this Registration
document. Currency risk
A detailed description of liquidity risk management is provided in
section 5.1 – Consolidated financial statements, Note 5 –
Description
Financial risk management on page 205, and Note 24 – Due to the international scope of its operations, the Group is
Borrowings and financial debt on page 224 of this Registration exposed to fluctuations in exchange rates (in particular the euro
document. The Group looks to achieve a balanced debt repayment against the US dollar, Canadian dollar, Hong Kong dollar, Chinese
schedule. yuan, Brazilian real and Australian dollar) and to currency
devaluations.
Risk management
Counterparty and credit risk
The Group seeks to limit its exposure to a rise in interest rates
through the use of derivative financial instruments where
appropriate. Interest rate exposure is monitored on a monthly
Description
basis. The Group continually analyses the level of hedges put in Financial instruments that may expose the Group to counterparty
place and ensures that they are appropriate for the underlying risk are mainly trade receivables, cash and cash equivalents and
exposure. derivatives.
A detailed description of interest rate risk management is
provided in section 5.1 – Consolidated financial statements, Risk management
Note 5 – Financial risk management on page 205, Note 24 –
Borrowings and financial debt on page 224, and Note 34 – Counterparty risk arising on trade receivables is limited due to the
Additional financial instrument disclosures on page 236, of this large number of clients and the broad range of businesses and
Registration document. countries concerned (France and international).
A detailed description of counterparty risk management is
provided in section 5.1 – Consolidated financial statements,
Note 5 – Financial risk management on page 205, and Note 20 –
Trade and other receivables on page 220 of this Registration
document.
The court appointed a new team of experts in late 2015 to project and which was also summoned to the proceedings by
examine all aspects of the case. Their report, filed on Aymet, along with legal opinions provided by several distinguished
December 16, 2015, considers that BVG fulfilled its contractual professors of Turkish law, support the Company’s position
obligations and that Aymet’s claims are unfounded. Accordingly, according to which Aymet’s claims are without firm legal or
the experts state that Aymet should reimburse BVG for the contractual foundation.
residual amount owed for its services.
In November 2017, a decision was handed down in the case
Following the parties' observations, the judge requested that the between Aareal Bank and Aymet via its legal representative,
experts write an additional report. Three of the five experts have within the scope of the same affair. The Court considered that
since removed themselves from the case and were replaced in Aareal Bank had legitimately terminated its financing on account
February 2017. On March 15, 2017, the new experts filed a of a breach of contract by the lender, Aymet. This decision could
further report unfavorable to BVG, confirming the 2014 reports have a favorable impact on the proceedings involving BVG.
and increasing Aymet's calculation of alleged damages. In light of
Under local law, Aymet’s claim is now capped at 87.4 million
the troubling circumstances that led to this most recent report,
Turkish lira (around €18 million in March 2018), plus interest
BVG initiated criminal and disciplinary proceedings which the
charged at the statutory rate and court costs. BVG challenges
Court brought before the public prosecutor. The Company
both the principle of the initial claim and the assessment of the
considers that these unfavorable expert reports did not take into
damage.
account the evidence provided by BVG and Aareal Bank and did
not address the legal and contractual issues that might establish At the current stage of proceedings, the outcome of this dispute is
any liability on BVG’s part. At the hearing on January 17, 2018, the uncertain. Based on the available insurance coverage, the
Court requested that the experts prepare an additional report and provisions booked by the Group and the information currently
set the date for the next hearing on May 23, 2018. available, and after considering the opinions of its legal counsel,
the Company considers that this claim will not have a material
Regarding the merits of the case, the documents presented to the
adverse impact on the Group’s consolidated financial statements.
court by BVG and Aareal Bank, which provided a loan for the
1
1.13 Insurance
In 2017, the Group continued: business in France is insured locally, for example, due to the
specific characteristics of technical inspections and the ten-year
● its policy of centralizing insurance programs, in order to achieve
mandatory construction guarantee (see section 1.6.5 –
an appropriate match between the risks transferred and the
Buildings & Infrastructure in this chapter). In the event of a claim,
cover purchased, thereby maximizing economies of scale while
Group companies pay the deductible agreed under the terms of
taking into account the specific characteristics of the Group’s
these various insurance policies.
businesses and contractual or legal constraints;
The Group’s self-insurance system is centered on its reinsurance
● its optimization of cover limits and procedures for obtaining
subsidiary. This captive company has enabled the Group to better
insurance or reinsurance with appropriate deductibles.
manage risks and disputes and to optimize the insurance
To this end, the Group has taken out various global and centralized premiums it pays. The reinsurer provides:
insurance policies placed via specialized insurance brokers with
● first-line coverage for the Civil Liability policy for all of the
leading insurers such as Allianz Global Corporate & Specialty
Group’s businesses, where this is permitted by applicable
(AGCS), MSIG Insurance Europe AG, AIG, Zurich, RSA, XL Insurance
legislation and regulations. The maximum annual amount
Company, and Chubb. All insurers selected by the Group have a
payable by the reinsurance captive for the Civil Liability policy
minimum S&P rating of A-.
was €9 million for 2017, with a limit of €3 million per claim.
The main centralized programs are as follows: These amounts apply worldwide except for the United States,
where there is an annual per-claim limit of USD 10 million for
● the Civil Liability policy, which covers professional civil liability Errors & Omissions cover and of USD 2 million for General
for all the Group’s activities, with the exception of Construction Liability cover;
in France and Aeronautics (these are covered by specific
insurance programs). This Civil Liability policy is complementary ● as part of the Group’s Property Damage and business
to the Civil Liability policies taken out in the countries in which Interruption policy, per-claim cover of €400,000, up to a
Bureau Veritas operates, but with different limits and/or maximum amount of €1.2 million per annum. The per-claim
conditions. As in the past, this policy involves the traditional amount was increased to €2 million and the maximum amount
insurance and reinsurance market as well as the Group’s to €4 million per annum with effect from January 1, 2018.
captive reinsurance company;
The Group believes that the coverage and limits of these central
● the “Directors and Officers” (D&O) policy, which covers and local policies are broadly similar or even more extensive than
Corporate Officer liability; those subscribed by global companies of the same scale operating
in the same sector.
● the Aviation policy, which mainly covers aircraft inspection
activities leading to certificates of airworthiness; The Group intends to continue its policy of taking out global
insurance policies where possible, increasing coverage where
● the international Property Damage and Business Interruption necessary and reducing costs through self-insurance policies as
policy, which has been rolled out on a country-by-country basis appropriate. It will ensure that its main accidental or operational
since 2014. This policy covers the offices and laboratories risks are transferred to the insurance market where such a market
rented, owned or otherwise made available to the Group. exists, and that such transfer can be justified financially. The
Other risks must be managed locally. Insurance policies such as for insurance program described above will be adjusted in accordance
vehicle fleets or “worker’s compensation” are taken out on a with ongoing risk assessments (based mainly on risk maps),
national basis in compliance with local practices and regulations market conditions and available insurance capacity.
and to provide cover for the relevant risks. The Construction
Components of the Annual Financial Report are identified in this table of contents with the sign
Corporate Social Responsibility (“CSR”) is at the heart of Bureau quality, longer lasting and environmentally-friendly products,
Veritas’ activities and underpins the value of its brand. equipment and services.
The Group provides services that have a positive impact on The Bureau Veritas brand brings added trust, a key component of
quality, health and safety as well as protection of society and the economic success.
environment. By helping its clients, partners and suppliers to live
The development of CSR initiatives is an important aspect of the
and work in a safer and more responsible environment, Bureau
Group's development strategy and one of the drivers of its
Veritas actively contributes to the design and use of safer, better
operating efficiency model.
2.1 Vision
2.1.1 CSR at the heart of our business
Bureau Veritas helps to lessen negative external factors for both CSR – serving tomorrow’s world
small and large companies and organizations by delivering services
aimed at preventing risk; reducing environmental impact; Bureau Veritas has identified long-term structural trends that
safeguarding assets, products and infrastructure; promoting drive its strategic approach. Population growth, increasing scarcity
responsible purchasing; and ensuring traceability and supply chain of natural resources, climate change, global brand protection and
oversight. shorter product life cycles are challenges that the Group must
Beyond the immediate issue of regulatory compliance, Bureau anticipate by designing ever more effective, responsible and safer
Veritas helps its clients to increase the availability of their assets services.
by extending their useful lives, improving maintenance activities The new, more open and digitalized global economy is prompting
and introducing new control procedures. companies and organizations to completely rethink their
The Group also continues to develop its range of services directly relationships with their employees, clients and suppliers. Bureau
related to CSR and sustainable development, in order to reinforce Veritas sees these changes as opportunities.
the positive impact of its business activities on society.
It uses its expertise to foster sustainable, inclusive, transparent
growth, helping to maintain trust in a fast-changing environment. A CSR strategy which supports and
contributes to the Group’s economic
performance
Bureau Veritas’ strategic roadmap through to 2020, as described
in section 1.5 of this Registration document, is based on four
drivers. Human Resources, within which CSR plays an important
role, is one of these drivers.
IMPARTIALITY
TY
ET
AND INDEPENDENCE
FE
HIC
SA
S
RESPECT 3 ABSOLUTES INTEGRITY
FOR ALL 4 CORE AND ETHICS
INDIVIDUALS VALUES
2
SOCIAL
AND ENVIRONMENTAL
RESPONSIBILITY
FIN
A N CI OL
AL CO NTR
A dedicated organization has been set up at the level of the ● issues relating to Corporate Social Responsibility are managed
corporate support departments, led by a CSR Steering Committee. by the Communication department.
This committee, which also reports to the Group Human
2.1.3 Stakeholders
The Group’s key stakeholders include:
● employees: direct internal stakeholders;
● shareholders: indirect internal stakeholders;
● clients, suppliers, subcontractors and accreditation bodies: direct external stakeholders;
● civil society in a broad sense: indirect external stakeholders as Bureau Veritas provides services with a positive impact on quality, health
and safety as well as protection of society and the environment.
The economic performance shared with Bureau Veritas’ stakeholders and the manner in which the Group interacts with them are set out in
the following tables.
CREATING
AND SHARING
VALUE WITH
OUR
CLIENTS STAKESHOLDERS
Revenue
€4.69 billion
CIVIL SOCIETY
Risk prevention
through services DEBT FINANCING CAPITAL ACQUISITIONS SHAREHOLDERS
delivered to clients INCREASED BY INSTITUTIONS Lab equipment, IT External growth Dividends
€98 million(3) Financing costs €133 million (2)
€169 million (2)
€240 million(2)
€98 million(2) Share buybacks
€33 million(2)
CLIENTS Executive management Service quality Client satisfaction surveys; sales and
Account managers Safety technical meetings to anticipate
Business line heads Technical expertise long-term trends and ensure that the
Business unit managers Impartiality and integrity organization responds to client needs;
Quality management Internet portal; client seminars; breakfast
briefing on technical issues
2
SUPPLIERS AND Purchasing department Long-term business relations Responses to CSR questionnaire
SUBCONTRACTORS Business line managers Fair treatment Calls for trender contraining compliance
HR department Performance assessment clauses regarding Group CSR and Code of Ethics
QHSE department Working in a safe environment General terms and conditions of purchase
Legal, Risk and Standard contracts
Compliance department Training
Meeting discussing the process for classifying
suppliers and subcontractors
Monitoring of the implementation of contracts
and framework agreements
CIVIL SOCIETY Local management Prevention of social and Events, communication activities
Head of external environmental risks Training activities
local communication Safety Tradefairs and exhibitions
Respect for fundamental liberties Group Compliance Program
and civil rights
Business ethics
HIGHER EDUCATION HR department Sharing skills and expertise Student career days
with students Partnerships with certains schools
Career planning assistance Work placement programs
20 challenges were then identified by the Group and organized into four themes (Governance and operational excellence, Health, Safety
and Environmental issues, Human Resources and Society) illustrated in the diagram below:
ETHICS
TECHNICAL EXPERTISE
PERFORMANCE OCCUPATIONAL
CLIENT SATISFACTION & DATA PROTECTION & FINANCIAL CONTROL SAFETY
Significant
LICENSES TO OPERATE
ACCREDITATIONS
FINANCIAL TRANSPARENCY
JOB CREATION
REPUTATION
& RISK MANAGEMENT
SUBCONTRACTOR MANAGEMENT
Acknowledged
IMPORTANCE FOR STAKEHOLDERS
INNOVATION
SPONSORSING &
COMPENSATION
LOCAL INVESTMENT
IT STRATEGY
DIVERSITY
ENERGY MANAGEMENT
CARBON FOOTPRINT
Low
BIODIVERSITY
32 LANGUAGES
CODE
OF ETHICS
16 LANGUAGES
6 LANGUAGES
E-LEARNING
INTERNAL
MODULE
PROCEDURE MANUAL
RISK MAPPING
ALERT LINE
ORGANISATION
Since 2016, the e-learning module pertaining to the Compliance and the Compliance Program by the employees falling within
Program has been transferred to the Group’s dedicated his/her authority. To this end, he or she is required to provide a
MyLearning platform in order to enhance and facilitate its copy of the Code of Ethics to all of his or her employees, to ensure
worldwide deployment. that they are trained, to inform them of their duties in simple,
practical and concrete terms, and to make them aware that any
The Compliance Program is rolled out by a dedicated global
violation of the Code of Ethics constitutes a serious breach of their
network of Human Resources managers. A quarterly reporting
professional obligations.
system has been set up to monitor the number of trained
employees and to take the necessary steps to ensure that the
training rate is close to 100%. At December 31, 2017, 98.6% of Global yearly assessments
the Group employees had followed the Compliance Program
training. Each year the Company carries out a compliance assessment on
the basis of a questionnaire. As a result of this process,
Regularly reinforced procedures declarations are issued by each of the legal representatives of
each entity.
The fourth version of the Code of Ethics is available on the Bureau
Veritas website at the following address: These declarations are then consolidated at the level of each
http://www.bureauveritas.fr. This version is being revised to operating group, after which an annual declaration of compliance
reflect recent legislative and regulatory changes. is signed by each Executive Committee member responsible for an
operating group. These declarations of compliance are sent to the
Through dedicated internal rules and procedures, the Group Compliance Officer who issues on this basis an annual report
controls notably the selection of its commercial partners which is provided to the Ethics Committee and to the Audit & Risk
(intermediaries, joint-venture partners, subcontractors, main Committee.
suppliers) and the integrity of their actions, prohibits certain
transactions, such as facilitation payments and kickbacks, and Complying with Bureau Veritas’ ethical principles and rules is also
restricts others, such as donations to charitable organizations, taken into account in managers’ annual evaluations. Each manager
sponsorships and gifts. is required to confirm compliance with the Group’s ethical
standards during his or her annual evaluation. Employees may
The measures adopted to fight both corruption and harassment contribute to improving the Code of Ethics during annual
and comply with international economic sanctions are regularly evaluation interviews, training sessions and departmental
improved. This is done by updating internal rules and procedures, meetings. Questions, claims or comments from third parties
providing additional training and sending regular alerts through the concerning the Code of Ethics may also be sent directly to the
Group’s network of Compliance Officers. Compliance Officer.
Each operating unit has a dedicated manual covering its own
specific legal, risks and ethics issues made in compliance with the Regular internal and external audits
rules applicable to the Group as a whole.
The Compliance with the Code of Ethics is periodically reviewed
In carrying out its business, the Group rolls out specific operational by internal auditors, who report their findings to the Ethics
procedures for its inspectors and auditors to ensure the integrity Committee and the Audit & Risk Committee. Compliance auditing
and impartiality of its services. is one of the main cycles and procedures covered by the Group’s
Internal Audit and Acquisitions Services department.
In addition, the compliance program is subject to a yearly external
Monitoring of the implementation of the audit, following which an independent audit firm issues a
Compliance Program certificate of compliance to the Compliance Officer, who
subsequently sends it to the IFIA’s Compliance Committee. Each
year, the Compliance Officer presents the findings of this audit to
An organization with dedicated resources the Executive Committee and subsequently to the Audit & Risk
Committee.
The Group’s Compliance Officer (hereafter referred to as the
“Compliance Officer”) is the head of the Group’s Legal, Risk &
Compliance department. He or she defines, implements and Centralized and systematic processing of
oversees the Compliance Program, assisted by a network of complaints through a professional alert hotline
Compliance Officers within each operating group.
If a Group employee has a question or faces an issue relating to
The Group’s Ethics Committee, whose members are appointed by the implementation or interpretation of the Compliance Program,
the Company’s Board of Directors, comprises the CEO, CFO, he or she may contact the local Compliance Officer or ask his or
Human Resources Director and the Group’s Compliance Officer. her local managers for advice.
The Committee meets at least once a quarter and whenever
necessary. It oversees the implementation of the Compliance If no satisfactory solution is forthcoming and if the employee is
Program and deals with all ethical issues submitted by the Group reluctant to discuss this matter with his or her superior or if the
Compliance Officer. The Compliance Officer reports the violations other procedures for handling individual complaints are not
he is aware of and provides the Committee with a full yearly applicable, the employee can follow the alert procedure dedicated
report on the implementation and monitoring of the Compliance to ethical issues either by directly contacting the Compliance
Program. Officer through the internal alert hotline or by contacting the
external professional alert hotline which is being rolled out within
Every six months, the Group Compliance Officer provides the the Group. On his or her request, the matter will be treated
Company’s Audit and Risk Committee with a report on confidentially and the identity of the employee will not be
Compliance. disclosed as far as possible.
In addition, the legal representative of each legal entity (subsidiary
or branch) is responsible for the application of the Code of Ethics
●
managing risks; and
incorporating continuous improvement into each employee’s
2
● simplified order-taking by the client portal and mobile daily activities.
applications which provide instant reports reduce paper Bureau Veritas’ Quality, Health and Safety department looks to
consumption and the related mail volume to a strict minimum; develop and ensure compliance with the quality processes within
● the optimization of the inspectors’ routes, in addition to the Group. These procedures have been certified ISO 9001 by an
improving business efficiency, reduces road-related risks and independent international body. This continuous improvement of
helps decrease fuel consumption. processes is based on a structured network of “Quality” managers
allowing Bureau Veritas to deliver reliable and consistent services
to its clients across the globe.
Headcount trends
In 2017, Bureau Veritas’ headcount increased at a faster pace than in 2016. At December 31, 2017, the Group had 73,417 employees, an
increase of 6.3% compared with the end of 2016.
The geographic spread of Bureau Veritas’ employees is closely linked to the trends in the markets in which the Group does business.
Bureau Veritas is continuing to expand in North Asia. With a total of 14,562 employees, China represents 20% of the Group’s total
headcount and increased its headcount by 16% in 2017.
In Latin America, Brazil and Colombia increased their headcount significantly with 17% growth in Brazil and 20% in Colombia, due to the
access to various additional markets.
Movements in headcount
Promoting internal mobility Excellence label by the government of Taiwan. This award
completes a series of awards received in the last few years in
Its broad geographical presence across the world and the diversity recognition of Bureau Veritas’ inclusive culture, including: Best
of its businesses and sectors of activity allow Bureau Veritas to Partner in 2015, Employment Excellence in 2014 and Excellent
have an internal mobility policy that is a strong driver of personal Grading in 2013. The availability of the jobs for local candidates,
development for its employees. positive working environment and the organization of
federative events for the employees, were key criteria for the
This policy is being rolled out through four tools: winning of such awards.
● performance interviews: employees are invited to discuss how ● In Hong Kong, for the second year running, Bureau Veritas
they wish to evolve within the Group over the subsequent received the Good Mandatory Provident Fund Employer award
18 months (geographic or professional mobility). These goals granted to companies with the most exemplary pension
are then discussed and adjusted by the employee and his/her benefits programs for their employees.
manager during the individual interview;
● In France, Bureau Veritas was included for the second
● position reviews: internal mobility for the Group’s executive consecutive year in the “2017 Universum France” ranking in
functions is promoted through a formalized Group-level process the category of the companies, the engineering students and
which systematically reviews the position and individual profile recent graduates dream about. Bureau Veritas was also ranked
and therefore enables greater responsiveness to the Group’s in first place in the “Experienced Engineers” category of the
operating priorities; same ranking.
● recruitment: all job offers are first advertised internally; Lastly, the Bureau Veritas headquarters participated for the
second year in a row in the “Special Olympics” event, where
● internal communication: appointments to new positions and
athletes with disabilities team up with Bureau Veritas employees
promotions are announced via the tool “Connections”.
in order to experience together the magic of sports through a
sporting event (indoor soccer in 2017 and kin-ball in 2016).
In France, ever since Bureau Veritas SA received accreditation In addition, the operating groups and divisions are implementing
from the DIRECCTE (Regional directorate for companies, initiatives to promote age diversity in accordance with local
competition, consumption, work and employment) for its conditions.
agreement on employment of disabled persons in 2014, Human For example:
Resources teams have been pursuing their initiatives to train and
raise awareness among employees. These actions include internal ● In France, recruitment teams strive to create a pool of young
communication campaigns with brochures and posters, work with talents. In 2017, employees recruited on work-study contracts
expert consultants, recruitment campaigns on specialized sites represented 17% of all new hires. In addition, 43% of all new
such as Réseau handicap and Agefiph, and/or participation in hires on permanent contracts in 2017 concerned people under
employment fairs organized by student federation for the 30, which constitues a 5% increase compared to 2016.
integration FEDEEH. ● In the United Kingdom, to retain and protect its oldest
Since the agreement was signed, the employment rate for people employees, Bureau Veritas offers them numerous possibilities
with disabilities in France has increased, up to 2% in 2017 from to organize their work by giving them a role as mentors or
1.89% in 2013. consultants or by offering them part-time work solutions. Since
2012, Bureau Veritas United Kingdom has also participated in a
program that gives veterans an opportunity to continue their
career paths in a corporate setting.
Getting the most from age diversity
As of December 31, 2017, the average age of the Bureau Veritas
workforce worldwide was 38. This figure applies to a zone
2
covering 97% of the Group’s workforce.
Age bracket
<26 11%
26-30 19%
31-35 19%
36-40 15%
41-45 11%
46-50 9%
51-55 7%
56-60 5%
>61 3%
Personnel representative Such bodies exist in most of Bureau Veritas’ key countries: Canada, China, France, Spain, Italy, the United States,
bodies Japan, Germany, the Netherlands, Belgium, Czech Republic, Australia, Singapore, India, Thailand, Malaysia, Russia,
Ukraine and most of African countries (Senegal, Mali, Ivory Coast, Benin, Togo, Gabon, Congo, Angola and South
Africa).
They take various forms depending on local legislation and the size of the workforce. They are generally made up of
personnel delegates, works councils, health and safety and working conditions committees (CHSCTs), union
representatives, etc.
Committees Employee committees have been set up in Singapore, Vietnam, the United States, Germany, Spain, France, Belgium,
the United Kingdom and Canada.
In China, a discussion meeting open to all personnel is held each year to enable a dialogue with employees on subjects
such as training and career development.
European Works Council The European Works Council facilitates information and consultation with employees on transnational issues and
represents a strong channel for constructive labor relations. The terms of office were renewed in early 2017. It
currently has 30 representatives from European countries. The European Works Council is regularly informed of the
Group’s economic and financial situation and the likely direction of its businesses and divestments. It is also consulted
on the employment situation and trends, investments, significant changes in organization, the introduction of new
working methods or new production processes, mergers or discontinued activities, and large-scale redundancies.
Collective agreements Collective agreements covering key HR issues (organization of working hours, compensation policy, working
conditions, etc.) have been signed in Bureau Veritas’ main markets: Argentina, Australia, Brazil, Canada, Chile, France,
India, Italy, Mexico, the Netherlands, Peru, Russia, Singapore, Spain, Ukraine and Vietnam.
There are 14 company agreements currently in force within Bureau Veritas SA. These agreements set out the
conditions for labor relations, describe the modus operandi for employee representative bodies, and discuss a variety
of other issues such as health care costs and personal insurance.
With respect to workplace health and safety, over 40 committees have been identified, created further to local
requirements or OHSAS 18001 certification initiatives providing for employees’ participation and consultation. No
additional agreements arose out of these committees in 2017.
Statutory profit-sharing
Regardless of seniority, all the employees of the six subsidiaries in France are entitled to participate in the special reserve calculated
pursuant to the statutory method set forth in article L. 3324-1 of the French Labor Code (Code du travail).
In 2017, statutory profit-sharing represents €8,155,526 for a total of 7,458 beneficiaries.
Contractual profit-sharing
The employees of six subsidiaries of the Company in France who work for the Group for more than three months are entitled to contractual
profit-sharing proportional to their seniority.
Progress as of
Objectives December 31, 2017 Comments
Zero fatal accidents Not Achieved 1 fatality in 2017
Reduce the frequency of accidents with lost work Achieved
time and the frequency of all accidents by 10% Achieved
Reduce the accident severity rate by 15%.
Secure the scope of reporting on the environmental Achieved
footprint
Conduct initial HSE training for all new arrivals Not achieved Certain entities do not have reporting procedures. Roll out in 2018
of automatic and mandatory participation in "SuccessFactor".
Ensure that each employee attends at least six safety Achieved
briefings per year
Roll out of two safety/accident prevention Not achieved Due to other Group priorities, the two campaigns could not be
campaigns carried out. However, the two campaigns for 2018 have already
Certification objectives
The Group is seeking to obtain OHSAS 18001 certification for all the entities with more than 200 employees. In parallel, the Group strongly
recommends that all entities obtain ISO 14001 certification.
Due to strong external growth in 2016, the Group certification coverage rate decreased slightly. Newly acquired companies have one year
to be covered by the Group’s certification. However, these rates only apply to Group certifications; some acquired companies have their
own ISO 14001 or OHSAS 18001 certifications. Certification activities are excluded from this scope as they are subject to specific
accreditation processes. Similarly, companies acquired in 2017 will not be covered by this certification program until 2018, so as to give
them time to roll out and apply the Group’s management system.
Objectives
Indicator Definition Unit 2017 2016 2015(a) for 2017
Total Accident Rate Frequency rate of all Number of accidents with and
(TAR) accidents without lost time x
200,000/Number of hours worked 0.49 0.61 0.67 -10%
Lost Time Rate (LTR) Frequency rate of lost time Number of accidents with lost time
accidents x 200,000/Number of hours worked 0.22 0.26 0.30 -10%
Accident Severity Rate Severity rate Number of days lost x
(ASR) 1,000/Number of hours worked 0.021 0.03 0.027 -15%
Fatality (FAT) Number of deaths Number of deaths 1 0 1 Zero
(a) The 2015 rates have been revised following the change in method for calculating the number of hours worked. As from 2015, this number has been set at 160
hours per person and per month.
The Group continues to make overall progress (TAR – 20%, LTR – 15%, ASR – 30%) thanks to the programs put in place to improve the
analysis of root causes and the effectiveness of the measures adopted, as well as the day-to-day input of line management. In 2017, all
accidents categorized as “serious” according to the Group’s own criteria were closely monitored: the analysis of the accidents and the
related action plan were reviewed by the HSE department and then presented by the line managers to their superiors at a specific meeting.
This information is also provided to the Bureau Veritas' Chief Executive Officer during quarterly operating reviews. Moreover, all Bureau
Veritas managers were given a safety management guide by their line managers or their HSE organization at their annual evaluations or
during a meeting on these issues. This guide constitutes the basis for understanding the role of management in deploying the safety culture.
CO2 emissions
GROUP CO2 EMISSIONS ARISING FROM
WORK-RELATED TRAVEL – OFFICES
2
The "BV Carbon" tool developed internally in 2009 to measure the Work-related Tons of CO2/person Tons of CO2/person
travel 2016 2015
Group’s CO2 emissions and assess the efficiency of environmental
programs has been consolidated within the "Environmental and Offices 2.35 2.46
Carbon Reporting tool" since 2014.
The following emission scopes are taken into account: Data related to work-related travels shown above include data
● Scope 1 – Direct emissions: sum of direct emissions resulting linked to the use of cars (corporate, rental and leased vehicles),
from burning fossil fuels such as oil and gas or from resources motorbikes and scooters, flights (short, medium and long-haul)
owned or controlled by the Group; and train travels. Commuting is not included.
By analyzing available data, energy consumption can be identified In order to reduce the CO2 emissions, local initiatives have been
as one of the two areas of the business generating the majority of put in place, mainly in France, Australia, Italy and Latin America.
the Group’s CO2 emissions. In France, for example, teams are putting in place a program
The 2016 results for the consolidation of the carbon footprint aimed at replacing vehicles, which are more than three years old,
linked to electricity consumption for laboratory activities are with more fuel-efficient vehicles in order to reduce average fuel
identical to the electricity consumption results shown above in the consumption. This will reduce emissions resulting from
“Energy consumption” section. work-related travel.
Measures for the prevention, recycling The best action programs receive a trophy.
and removal of waste In 2017, four trophies were awarded in the following categories:
"Creativity", "Education" and "Social Media" in addition to the
The nature of Bureau Veritas’ activities means that its main waste year’s theme “Connecting People to Nature”.
product in terms of volume is paper. In order to limit its
consumption and reduce the waste generated, several initiatives
have been set up within various Group entities regarding the
generation of electronic reports, as well as electronic printing and
Noise and other forms of pollution
archiving when permitted by clients and applicable regulations.
Bureau Veritas is working towards its paperless goal for the Noise and other forms of pollution related to the Group’s activities
Consumer Products business (reduction of paper consumption, are monitored in accordance with applicable local regulations.
storage and shipment). Due to the nature of its activities, Bureau Veritas causes little
Other types of waste, such as cardboard, plastic, glass, batteries, noise pollution in the local communities in which it is present.
light bulbs as well as waste resulting from electrical and electronic However, where excessive noise is identified (e.g., at laboratories
equipment, chemicals and mineral samples arising from laboratory carrying out resistance tests on concrete or metal parts),
tests carried out by the Group, are measured and managed in appropriate sound insulation has been installed. Appropriate
accordance with local regulations requiring that they be disposed protective measures are also identified and put in place for the
of by specialized companies. employees concerned.
2.5 Society
2.5.1 Serving the general interest
In a world where public opinion is becoming increasingly sensitive to technological, environmental, energy, social and economic risks, Bureau
Veritas provides solutions to issues relating to quality, safety, environmental protection and social responsibility.
Evaluation of the CSR practices of the Out of these 105 suppliers, 65% have been reevaluated and 69%
of them have improved their evaluation results.
suppliers
More generally, in 2017 Bureau Veritas initiated an overall
In 2014, Bureau Veritas launched a continuous purchasing mapping of risks and an action plan for managing these risks.
improvement program from a CSR perspective. The Group teamed Three main types of supplier-related risks have been defined and
up with ECOVADIS, an independent platform evaluating suppliers will be managed by the Group as from 2018:
in terms of sustainable development and CSR, and identified the
● operational risks, i.e., risks of interruption of the production
following goals:
chain;
● demonstrate Bureau Veritas’ commitment to sustainable
● legal risks; i.e., risks related to insufficient or inadequate
development across the entire supply chain;
coverage at the contractual level;
● systematically evaluate key suppliers on CSR issues;
● CSR-related risks. In this specific area, Bureau Veritas is
● assist suppliers with the improvement of their environmental implementing action plans to limit risks for (i) existing suppliers
and social performances. and (ii) new suppliers, which will make it possible to meet the
requirements imposed by French law no. 2017-399 of
ECOVADIS uses 21 criteria when evaluating suppliers, based on March 27, 2017 on the duty of care of parent companies and
four main themes: environment, fair working conditions, business sub-contracting companies.
ethics and supply chain. In all, 45 suppliers were evaluated via a
CSR questionnaire as part of the first campaign launched in 2014. Bureau Veritas has also launched an initiative to rationalize the
supplier base which, among other goals, aims to simplify the
At this stage, 105 suppliers have been evaluated by ECOVADIS management of suppliers and increase control over them.
and 16 additional suppliers are in the process of being evaluated.
Qualification of subcontractors The Group will soon enable them to update their skills by providing
them with a standard package of e-learning and information
Subcontractors have expectations which are similar to those of modules.
Bureau Veritas employees: This standard package will comprise:
● to work in a secure environment; ● the Code of Ethics of Bureau Veritas to be countersigned by the
● to have appropriate skills; and service provider;
Each entity must report annually on energy, paper and water Data for work-related travel include the use of four-wheel
consumption, waste generation and work-related travel and every vehicles (corporate, rental and leased vehicles), motorbikes and
other year on ozone-depleting substances. Exceptions are scooters, flights (short, medium and long-haul) and train travel.
provided for in the reporting procedure in the following cases: Commuting is not included.
● data cannot be obtained because they are included in the ● In view of the volume of CO2 emissions resulting from
overall rental charge, there is no meter installed, and it would work-related travel undertaken by office staff as compared to
be too costly to put one in place; laboratory staff, Bureau Veritas has chosen to focus on office
data from offices with more than 50 people.
● the reporting scope only covers 80% of the workforce, when
the remaining 20% consists of small, geographically dispersed ● In 2016, reliable data on the offices’ carbon footprint resulting
entities; from work-related travel were monitored for
24,172 employees, or 57% of the staff in Group’s offices with
● newly acquired entities have two years to improve their data
more than 50 people and 65% of Group offices with more than
reporting, so that they can begin with pilot sites and then roll
50 people.
out the reporting process to the entire entity.
In order to ensure that the data reported by newly acquired
entities are consistent with the Group’s processes, the first
Indicators that are not relevant to Bureau
reporting year is documented but the data are not included in the Veritas’ businesses
Group’s consolidated results. Bureau Veritas’ operations are not affected by the adaptation to
Moreover, the data reported must cover 12 calendar months the consequences of climate change and measures for protecting
(from January 1 to December 31). In this report: or increasing biodiversity, and are carried out in compliance with
the relevant local regulations. Further, with respect to the Group’s
● The health and safety data cover 2017 in its entirety (from portfolio of services, these areas also have business potential. For
January 1 to December 31, 2017); example, the Group has carried out a project to define a
framework for preparing business continuity plans in accordance
● The environmental data are those for the year 2016 (from
with ISO 22301, as required by regulations in certain countries.
January 1 to December 31, 2016).
The business activities of Bureau Veritas do not involve the use of
Any entity whose annual data cannot be reliably verified is
soil or land, apart from the use of the buildings which the Group
excluded from the Group’s consolidated results.
usually leases as a tenant. They do not involve the consumption of
Energy consumption includes the consumption of electricity used raw materials except fuel, more details of which are provided in
in buildings and processes. section 2.4.3 along with the measures taken to improve fuel
efficiency.
● Given that the data for 2015 show that 80% of the total
volume of electricity consumed by the Group was attributable The Group’s business activities do not involve the use of water,
to the laboratories, and the remaining 20% attributable to except water consumed by employees and during certain testing
offices, Bureau Veritas has chosen to focus on data linked to processes in laboratories. Its business activities are carried out in
the electricity consumption of the laboratory activities in compliance with the relevant local standards and regulations on
laboratories with more than 25 people. water consumption and discharge. As part of ISO 14001
certification, water consumption is monitored in those businesses
● For laboratory activities in 2016, reliable data for electricity
in which it is considered significant, and measures are adopted to
consumption were measured for 17,759 employees, or 69% of
reduce and optimize consumption.
the staff in Group laboratories with more than 25 people and
80% of Group laboratories with more than 25 people. Lastly, the Group’s business activities did not generate any
significant food waste.
Information on the Company’s corporate social commitments for sustainable development Section(s) Page(s)
Local, economic and social impact of the Company’s activity
In terms of employment and regional development 2.3.4, 2.5.3 83-84, 98
On local or neighboring communities 2.3.4, 2.5.3 83-84, 98
Relationships with persons or organizations affected by the Company’s activity,
notably social outreach associations, educational institutions, environmental
protection organizations, consumer associations and local communities
Conditions for dialogue with these persons/organizations 2.5.3 98
Partnership or sponsorship initiatives 2.5.3 98
Subcontractors and suppliers
The inclusion of social and environmental issues in purchasing policies 2.5.2 97
The importance of subcontracting and the inclusion of corporate social and environmental
responsibility in dealings with suppliers and subcontractors 2.5.2 97-98
Fair practices
Measures to prevent corruption 2.2.1 77-78
Measures to protect the health and safety of consumers 2.5.1 96
Other measures implemented in respect of human rights 2.3.4, 2.5.3 83-85, 98
Independent verifier’s report on consolidated social, environmental and societal information presented
in the management report
For the year ended December 31, 2017
To the shareholders,
In our quality as an independent verifier accredited by the COFRAC(1), under the number n° 3-1050, and as a member of the network of one
of the statutory auditors of the company Bureau Veritas, we present our report on the consolidated social, environmental and societal
information established for the year ended on the December 31, 2017, presented in the management report, hereafter referred to as the
“CSR Information,” pursuant to the provisions of the Article L. 225-102-1 of the French Commercial code (Code de commerce).
We verified that the information covers the consolidated perimeter, namely the entity and its subsidiaries, as aligned with the meaning of
the Article L.233-1 and the entities which it controls, as aligned with the meaning of the Article L.233-3 of the French Commercial code
(Code de commerce).
Conclusion
Based on this work, and given the limitations mentioned above we confirm the presence in the management report of the required CSR
information, except for environmental information (i.e. energy consumption and business travel), which are provided for a period covering
January 1, 2016 to December 31, 2016 instead of the year 2017, as this is explained in the “information compilation methodology” section
of the Registration Document.
(1) Social information: employment (total headcount and breakdown, hiring and terminations), absenteeism (absenteeism rate), training (number of
hours of training), work accidents (frequency rate of lost time accidents, severity rate), induction trainings on health and safety.
Societal information: importance of subcontracting and the consideration of environmental and social issues in purchasing policies, freedom of
association and the right for collective bargaining, customer satisfaction, data security and customer data protection.
Environmental information: energy consumption and CO² emissions from energy consumption, business travels and CO² emissions from business
travels.
(2) France (French entities), India (Inspectorate Griffith India Pvt. Ltd; CPS India), Chile (Bureau Veritas Chile), Peru (Inspectorate Services Peru SAC)
Independent Verifier
ERNST & YOUNG et Associés
Eric Duvaud Bruno Perrin
Partner, Sustainable Development Partner
Components of the Annual Financial Report are identified in this table of contents with the sign
3.1 Governance
Since February 13, 2012, the roles of Chairman of the Board of
Directors and Chief Executive Officer have been separate. This
two-tier governance system ensures that a clear distinction is
and appointed Vice-Chairman of the Board of Directors to replace
Frédéric Lemoine, effective as of January 1, 2018.
In accordance with the law, as Chairman of the Board Aldo
3
made between the strategic, decision-making and oversight
Cardoso organizes and supervises the Board's work and reports on
functions of the Board of Directors and the operational and
it to the Shareholders' Meeting. He oversees the proper
executive functions that are the Chief Executive Officer's
functioning of the Company's executive bodies, ensuring in
responsibility.
particular that the Directors are able to fulfill their duties.
Aldo Cardoso has served as Chairman of the Board of Directors
The Vice-Chairman is called upon to replace the Chairman in the
since March 8, 2017, replacing Frédéric Lemoine, then appointed as
event the Chairman is absent, temporarily unavailable or in the
Vice-Chairman of the Board of Directors. On December 15, 2017,
event that he has resigned, died or not been reappointed, in
André François-Poncet was co-opted as a Director of the Company
accordance with the By-laws’ provisions (the “By-laws”).
(a)
Aldo Cardoso
Chairman of the André Francois-Poncet
Board of Directors Vice-Chairman
Ana Giros Calpe (a) of the Board
Director of Directors
Director
The Company has not appointed an employee Director since it is In this context, in order to determine the non-material and
exempted from this obligation as the subsidiary of a company non-conflicting nature of the business relationships between the
required to appoint an employee Director within the meaning of Company and Saint-Gobain, Capgemini and Suez Environnement,
article L. 225-27-1, paragraph 1 of the French Commercial Code. the Board on the recommendation of the Nomination &
Compensation Committee, used as a criterion the importance or
At its meeting of December 15, 2017 and based on the
“intensity” of the relationship with regard to (i) revenue generated
recommendation of the Nomination & Compensation Committee
in 2017 between the Group's companies and the companies of
held on December 14, 2017, the Board of Directors considered the
the Group in which the Director also holds office, and (ii) the
independence of its members with regard to (i) the definition set
absence of economic dependency or exclusivity between the
out in the AFEP-MEDEF Corporate Governance Code of Listed
parties.
Corporations (AFEP-MEDEF Code), specifically “a Director is
independent if he or she has no relationship of any kind whatsoever Having noted the absence of economic dependency between the
with the Company, its Group or its Management that may interfere parties and that the revenue generated with these companies
with his or her freedom of judgment” and (ii) the criteria below represents less than 1% of the Group’s consolidated revenue, the
summarized in the following table, which are set out in the Board’s Board concluded that business relationships between Bureau
Internal Regulations. Veritas and Saint-Gobain, Capgemini and Suez Environnement
were not likely to call into question the respective qualification of
To determine the material or non-material nature of any business
Ieda Gomes Yell, Siân Herbert-Jones and Ana Giros Calpe as
relationship existing with the Company or Group, the Board
independent directors.
performs a quantitative and qualitative review of the situation of
each independent director concerned.
Situation of Directors with regard to the independence criteria set out in the AFEP-MEDEF Code(1)
Current office
(c)
Name Nationality Age Main business address within Company Main functions
Aldo French 61 years Bureau Veritas Chairman of the Board Director of companies
Cardoso(a)(d) old Immeuble Newtime of Directors
40/52, boulevard du Parc
92200 Neuilly-sur-Seine – France
André French 58 years Wendel Vice-Chairman of the Chairman of the Executive
François-Poncet old 89, rue Taitbout Board Board of Wendel
75009 Paris – France of Directors
Stéphane French 46 years Wendel Anfaplace Member of the Board Managing Director
Bacquaert old Centre d’affaires Est of Directors of Wendel Africa and
Boulevard de la Corniche Ain Diab member of the Investment
20100 Casablanca – Morocco Committee of Wendel
Stéphanie Besnier French 40 years Wendel Member of the Board Managing Director at
old 89, rue Taitbout of Directors Wendel
75009 Paris – France
Claude Ehlinger Luxembourg 55 years Wendel London Member of the Board Chief Executive Officer of
old 63 Brook Street of Directors Oranje-Nassau, Managing
London, W1K 4HS Director and member of the
United Kingdom Investment Committee of
Wendel
Ana Giros Calpe(a) Spanish 43 years Suez Groupe Tour CB21 Member of the Board Chief Executive Officer for
old 16 place de l’Iris of Directors Latin America and
92040 Paris La Défense Executive Committee
member at Suez
Ieda Gomes Yell(a) British 61 years Bureau Veritas Member of the Board Consultant, Researcher
old Immeuble Newtime of Directors
40/52, boulevard du Parc
92200 Neuilly-sur-Seine – France
Siân British 57 years Bureau Veritas Immeuble Newtime Member of the Board Director of companies
Herbert-Jones(a) old 40/52, boulevard du Parc of Directors
92200 Neuilly-sur-Seine – France
Pierre Hessler(a) French 74 years 23, rue Oudinot Member of the Board Consultant, Researcher
old 75007 Paris – France of Directors
Pascal Lebard(a)(d) French 55 years Sequana Member of the Board Chairman and Chief
old 8, rue de Seine of Directors Executive Officer of Sequana
92517 Boulogne-Billancourt Cedex
France
Jean-Michel French 51 years Bureau Veritas Member of the Board Consultant
Ropert(d) old Immeuble Newtime of Directors
40/52, boulevard du Parc
92200 Neuilly-sur-Seine – France
Lucia French 53 years Capgemini Member of the Board Executive Director,
Sinapi-Thomas old 76 avenue Kleber of Directors Capgemini's business
75116 Paris – France Platforms
Patrick Buffet Member of
the Board of Directors
until May 16, 2017
Frédéric Lemoine Vice-Chairman of
the Board of Directors
until December 31, 2017
(a) Independent director.
(b) Annual Ordinary Shareholders’ Meeting.
(c) At December 31, 2017.
(d) Director whose term of office expires at the next Shareholders’ Meeting.
Expertise and experience in corporate management of the members of the Board of Directors and
positions held over the last five years(1)
Biography
Aldo Cardoso, censor observer of the Company since June 2005, was appointed Director and Chairman of the Audit & Risk Committee on
June 3, 2009 when the Company's governance and management structure changed. He has been Chairman of the Board of Directors since
March 8, 2017. From 1979 to 2003, he held various positions at Arthur Andersen: Consultant Partner (1989), Country Managing Partner for
France (1994), member of the Board of Directors of Andersen Worldwide (1998), Non-Executive Chairman of the Board of Directors of
Andersen Worldwide (2000) and Chief Executive Officer of Andersen Worldwide (2002-2003). Aldo Cardoso is a graduate of the École
supérieure de commerce de Paris, has a Master’s degree in business law and is a certified public accountant.
Current positions (2) Positions no longer held (but held in the last five years)
Director: ENGIE (3), Imerys (3) and Worldline (3) Director: Accor(3), Orange (3), Penauille Polyservices, Gecina (3), Axa
Investment Manager, Rhodia (3) and Mobistar (3)
Censor: Axa Investment Manager
Biography
André François-Poncet graduated from Ecole des Hautes Etudes Commerciales (HEC) and holds an MBA from Harvard Business School. He
began his career in 1984 at Morgan Stanley in New York, before moving to London and then Paris, where he was in charge of setting up
Morgan Stanley’s French office. After 16 years at Morgan Stanley, he joined BC Partners (Paris and London) in 2000 as Managing Partner
until December 2014 and then as Senior Advisor until December 2015. He was a partner at the French asset management firm CIAM in
3
Paris from 2016 to 2017. He became Chairman of the Executive Board of Wendel in January 2018.
Biography
Stéphane Bacquaert, member of the Supervisory Board of the Company since June 2008, was appointed as Director on June 3, 2009 when the
Company's governance and management structure changed. He began his career as a strategy consultant at Bain & Company in Europe and Latin
America. He later joined Netscapital, a merchant bank specialized in media and information technologies, as Chief Executive Officer. He was made
Partner in charge of the Paris office of Atlas Venture, an international venture capital firm. He joined the Wendel Group in June 2005 and has been
Managing Director since June 2008. Stéphane Bacquaert is a graduate of the École Centrale Paris and the Institut d'études politiques de Paris has an
MBA from Harvard Business School.
Current positions (1) Positions no longer held (but held in the last five years)
Director: IHS, Saham group and Tsebo Solutions Group Holdings Member of the Management Board: Materis Parent Sarl and Winvest
Conseil Sarl
Director: Oranje-Nassau Mecatherm, Oranje-Nassau Developpement SA
SICAR and Winvest International SA SICAR
Biography
Stéphanie Besnier was appointed as Director of the Company on October 18, 2016. Working at Wendel since 2007, Stéphanie Besnier
began her career as a deputy officer in the Treasury department (international desk) of the French Ministry of Finance in 2003. Later, she
worked for the agency managing the French State's equity holdings, where she was responsible for railway and shipping companies.
Stéphanie Besnier graduated from France’s École Polytechnique, Corps des Ponts et Chaussées, as well as the École d’Économie de Paris.
Current positions (1) Positions no longer held (but held in the last five years)
None Director: IHS 3
Biography
Claude Ehlinger was appointed as Director of the Company on October 18, 2016. He joined Wendel on October 1, 2016 as Chief Executive
Officer of Oranje-Nassau, Managing Director and member of the Investment Committee. He previously served as Deputy Chief Executive
Officer of Louis Dreyfus Company, which he joined in July 2007 as Group Chief Financial Officer. From June 2014 to October 2015, he was
acting Chief Executive Officer of Louis Dreyfus Company. Claude Ehlinger began his career at the Thomson group in 1985, before joining
Finacor as Managing Director in 1987. From 1999 to 2003, he served as Chief Financial Officer at CCMX, and later Regional Financial
Controller at Capgemini. He joined Eutelsat as Group Chief Financial Officer in June 2004, a position he held until July 2007. Claude Ehlinger
is a graduate of the École des hautes études commerciales (HEC).
Current positions (1) Positions no longer held (but held in the last five years)
Director: Trief Corporation SA and Winvest Conseil SA Director: Expansion 17 SA SICAR, Global Performance 17 SA
SICAR
Chairman and Director: Stahl Lux 2 SA and Stahl Group SA
Permanent representative of Oranje-Nassau Groep BV within
Permanent representative of Oranje-Nassau Groep BV within
Oranje-Nassau Développement SA SICAR
Winvest International SA SICAR
Biography
Ana Giros Calpe has been a member of the Board of Directors since May 16, 2017. Ana Giros Calpe is the Chief Executive Officer for Latin
America and a member of the Executive Committee at Suez. She is a graduate of the UPC engineering school in Barcelona and of INSEAD
business school in France. She has held various positions at Alstom Transport including the position of Managing Director of its Transport
France division.
Current position(1) Positions no longer held (but held in the last five years)
Director: Suez Treatment Solutions Spain
Permanent member of the Board: IAM (Inversiones Agnas
None 3
Metropolitanas) (Chile)
61 years old(1)
Nationality: British
Biography
Ieda Gomes Yell was appointed as Director of the Company on May 22, 2013. She has held a variety of executive positions at BP, including
Vice-President of New Ventures at BP Integrated Supply and Trading (2004-2011), President of BP Brazil (2000-2002), Vice-President of
Regulatory Affairs (1999-2000), Vice-President of Market Development at BP Solar (2002-2004) and Vice-President of Pan American
Energy (1998-1999). Prior to BP, she was CEO of Brazil's largest gas distribution company, Comgás (1995-1998). She has also held several
executive-level positions in industry trade associations (the Brazilian Association of Infrastructure, the International Gas Union, the US Civil
Engineering Foundation and the Brazilian Association of Gas Distribution Companies). Ieda Gomes Yell is Director of the department of
Infrastructure – DEINFRA (Advisory Board) of FIESP (Sao Paulo Industry Federation), member of the Advisory Board of Companhia de Gás
de S. Paulo (Comgás), and a Fellow visiting Researcher at the Oxford Institute of Energy Studies and Fundação Getulio Vargas Energia. She
has a BSc in Chemical Engineering from the Federal University of Bahia (1977), and an MSc in Energy from the University of São Paulo
(1996) and in Environmental Engineering from the École polytechnique fédérale de Lausanne (1978).
Current positions(1) Positions no longer held (but held in the last five years)
(2)
Director: Saint Gobain , InterEnergy Holdings and Exterran Vice-Chairman: New Ventures and NGLs (BP Integrated Supply
Corporation & Trading)
Councilor: Brazilian Chamber of Commerce in Great Britain Member of the Board: BP Brasil Ltd. and BP Egypt Investments
Ltd.
Managing Director: Energix Strategy Ltd.
Independent Chair: British Taekwondo Ltd.
57 years old(1)
Nationality: British
Biography
Siân Herbert-Jones was appointed as Director of the Company on May 17, 2016. She began her career at PricewaterhouseCoopers’ London
office where she served as Corporate Finance Director from 1983 to 1993. In 1993, she joined the firm’s Paris office as Director in the
Merger & Acquisitions department. In 1995 she joined the Sodexo group, where she headed up international development between 1995
and 1998, Group treasury from 1998 to 2000 and Deputy Chief Financial Officer in 2000. She served as Chief Financial Officer of the
Sodexo group from 2001 to March 2016.
Siân Herbert-Jones holds an MA in History from Oxford University and is a Chartered Accountant in the United Kingdom.
Current positions(1) Sodexo Remote Sites Europe Ltd., Universal Sodexho Eurasia Ltd..,
3
Sodexo, Inc., Sodexo Management, Inc., Sodexo Remote Sites USA,
Director: Air Liquide SA(2) (Chairman of the Audit and Accounts
Inc., Sodexo Services Enterprises LLC, Universal Sodexho Services
Committee), Capgemini SE(2) (since May 2016) and Compagnie
de Venezuela SA, Universal Sodexho Empresa de Servicios y
Financière Aurore International (Sodexo group subsidiary) (since
Campamentos SA, Sodexo Global Services UK Ltd., Sodexo
February 2016)
Remote Sites Support Services Ltd., Universal Sodexho
Positions no longer held (but held in the last five years) Kazakhstan Ltd., Universal Sodexo Euroasia Ltd., Sodexo
Motivation Solutions Mexico SA de CV and Sodexo Motivation
Chief Financial Officer and member of the Executive Committee of Solutions UK Ltd.
the Sodexo group
Member of the Executive Board: Sodexo en France SAS, Sodexo
Chairman of Etin SAS, Sodexo Etinbis SAS and Sofinsod SAS Entreprises SAS, Sodexo Pass International SAS, One SAS
Director of Sodexho Awards Co, Sodexo Japan Kabushiki Kaisha Permanent representative of Sofinsod SAS on the Supervisory
Ltd., Sodexho Mexico SA de CV, Sodexho Mexico Servicios de Board: One SCA
Personal SA de CV, Sodexo Remote Sites the Netherlands BV,
74 years old(1)
Nationality: French
Biography
Pierre Hessler, Chairman of the Supervisory Board from 2002 to 2005 and Vice-Chairman of the Supervisory Board since June 2005, was
appointed as Director of the Company and Chairman of the Nomination & Compensation Committee on June 3, 2009 when the Company's
governance and management structure changed. Pierre Hessler began his career at IBM where he spent approximately 27 years, holding
positions at IBM Switzerland (from 1965 to 1980) where he was Director of Agencies in the computer field, then IBM Europe from 1980 to
1993 where he served as Director of Operations, Director of Marketing and Services, Regional General Director, Chairman of IBM France and
General Director of Operations, Marketing and Services. From 1982 to 1984, he held positions as Director of Development at IBM
Corporation, then as Director of Corporate Marketing from 1989 to 1991 and finally IBM Vice-President. In 1993, he joined Capgemini
where he served in various executive management roles, including Chairman and Chief Executive Officer of Gemini Consulting, member of
the Management Board, and Executive Officer, then Director, in 2000. Pierre Hessler is currently manager of Actideas and adviser to
Capgemini. He holds a Bachelor's degree in Law and Political Economy from the University of Lausanne in Switzerland.
Current positions(1) Positions no longer held (but held in the last five years)
Advisor: Capgemini Government Solutions, Washington Censor: Capgemini SE(2)
Manager: Actideas SARL Chairman of the Supervisory Board: Capgemini Sd & M (Germany)
Director: A Novo Paris(2) and various companies in the
Capgemini group
Manager: Médias holding SARL and Médias SARL
55 years old(1)
Nationality: French
Biography
Pascal Lebard was co-opted as a Director of the Company by the Board of Directors on December 13, 2013. He began his career as
Business Manager at Crédit Commercial de France (1986-1989), before joining 3i SA as Managing Partner (1989-1991). In 1991, he
became Director of Ifint, now Exor group (the Agnelli group). In 2003, he joined Worms & Cie (which became Sequana in 2005) as a member
of the Supervisory Board (2003-2004) and as a member and then Chairman of the Executive Board (2004-2005). He became Deputy
Managing Director of Sequana in 2005 then Chief Executive Officer in 2007. He was appointed Chairman and Chief Executive Officer in
June 2013. Pascal Lebard is a graduate of EDHEC business school.
(1)
3
Current positions Positions held in subsidiaries of the Sequana group
Chairman and Chief Executive Officer: Sequana(2) Chairman: Arjowiggins, Antalis International, Antalis Asia Pacific
Ltd. (Singapore), ArjoWiggins Paper Trading (Shanghai) Co Ltd.
Director: CEPI (Confederation of European Paper Industries)
(China), Arjowiggins Security, Arjobex and Boccafin SAS
(Belgium) and Lisi(2)
Director: Arjowiggins HKK1 Ltd. and Permal group Ltd. (United
Chairman: DLMD SAS and Pascal Lebard Invest SAS
Kingdom)
Permanent representative of Oaktree Luxembourg Flandre Anchor
Positions no longer held (but held in the last five years)
Sarl on the Board of Directors of Novartex (Vivarte) since
April 2017 Chairman: Fromageries de l’Étoile SAS and Étoile Plus SAS
Director: Club Méditerranée(2), SGS (Switzerland), Greysac
(formerly Domaines Codem) and Taminco (USA)
Member of the Supervisory Board: Ofi Private Equity Capital and
Eurazeo PME
51 years old(1)
Nationality: French
Biography
Jean-Michel Ropert, a member of the Supervisory Board since December 2005, was appointed as Director of the Company on June 3, 2009
when the Company’s governance and management structure changed. He joined the Wendel Group in 1989 where he successively
occupied various positions within the accounting, consolidation and treasury teams, before becoming Chief Financial Officer in 2002. From
2013 to September 2015, he served as Wendel’s Group Vice-President in charge of Finance. Jean-Michel Ropert holds a degree in Finance
and Accounting (DECF).
Current positions(1) Director: Deutsch group, Exceet, Stahl Lux2, Stahl group BV, Trief
Corporation, Winvest Part BV, Stahl Holdings BV (Netherlands)
None
and Union+
Positions no longer held (but held in the last five years)
Director and Deputy Chief Executive Officer: Coba
Chairman of the Board of Directors: Grauggen, Hourggen, Ireggen
Chairman: Winvest 11 SAS, Stahl group SA, Win Sécurisation and
and Jeurggen (Luxembourg)
Sofisamc (Switzerland)
Chief Executive Officer: Coba
Chief Executive Officer and Director: Sofiservice
Member of the Supervisory Board (employee representative):
Member of the Management Board: Winvest Conseil and Materis
Wendel(2) and Oranje-Nassau Groep BV (Netherlands)
Parent SARL (Luxembourg)
53 years old(1)
Nationality: French
Biography
Lucia Sinapi-Thomas was appointed as Director of the Company on May 22, 2013. She graduated from ESSEC business school (1986) and
Paris Law University (1988), was admitted to the Paris bar (1989), and has a financial analyst degree (SFAF 1997). She started her career
as a tax and business lawyer in 1986, before joining Capgemini in 1992. She has more than 20 years of experience within Capgemini group,
successively as Group Tax Advisor (1992), Head of Corporate Finance, Treasury and Investor Relations (1999), extended to Risk
Management and Insurance (2005), and member of the Group Engagement Board. Lucia Sinapi-Thomas was Deputy Chief Financial Officer
from 2013 until December 31, 2015. She is currently Executive Director Business Platforms at Capgemini group.
She has been a member of the Board of Directors of Dassault Aviation since May 15, 2014, and is also a member of the Dassault Aviation's
Audit Committee. She joined the Board of Directors of Capgemini SE on May 24, 2012 and has been a member of the Capgemini SE's
Compensation Committee since June 20, 2012.
3
Current positions(1) Chairman of the Supervisory Board: FCPE Capgemini
(2) (2)
Director: Capgemini SE: and Dassault Aviation Member of the Supervisory Board: FCPE ESOP Capgemini
Positions held in subsidiaries of the Cap Gemini group Chief Executive Officer: Sogeti France SAS since January 2018
Chairman: Capgemini Employees Worldwide SAS Positions no longer held (but held in the last five years)
Director: Sogeti Sverige AB (Sweden), Sogeti Sverige MITT AB Director: Sogeti AS/NV (Belgium), Euriware SA and Capgemini
(Sweden), Capgemini Sogeti Danmark AS (Denmark), Sogeti Norge Reinsurance International (Luxembourg)
A/S (Norway), Sogeti SA (Belgium) and Capgemini Polska Sp zoo.
(Poland) and Capgemini Business Services (Guatemala).
Company
Name, Start of term End of term shares
Age(1) Nationality Main business address Position Main function of office of office held(1)
Didier French Bureau Veritas Chief Chief Executive Appointed Chief Executive Officer February 28, 2022 301,120
Michaud-Daniel Immeuble Newtime Executive Officer, Bureau on February 13, 2012
59 years old 40/52, boulevard du Parc Officer Veritas with effect from March 1, 2012
92200 Neuilly-sur-Seine Reappointed on February 23, 2017
France with effect from March 1, 2017
(1) At December 31, 2017.
Expertise and experience in corporate management of the Chief Executive Officer and positions
held over the last five years
Didier Michaud-Daniel began his career at Otis in 1981 as a Didier Michaud-Daniel is a graduate of École supérieure de
technical salesperson, progressing into sales management and commerce de Poitiers with a degree in Business Management and
operational support. In 1991, he was appointed Field Operations a graduate of INSEAD.
Officer of Otis France, and, in 1992, was promoted to Paris Field
Current positions(1)
and Sales Operations Director. He was named Deputy General
Manager of Operations in January 1998. From September 2001 to None
August 2004, Didier Michaud-Daniel was Managing Director of
Otis United Kingdom and Ireland. He was Chairman of Otis for the Positions held within the Group
UK, Germany and Central Europe region from August 2004 to Chairman of Bureau Veritas International SAS
May 2008, until his appointment as Chairman of Otis Elevator
Company in May 2008. Positions no longer held (but held in the last five years)
None
Conflicts of interest and agreements in which Directors and the Chief Executive Officer
are interested parties
Pursuant to article 1.7 of the Board of Directors’ Internal provisions do not apply to agreements entered in the ordinary
Regulations, all Board members undertake to avoid any conflict course of business and under arm's length conditions.
between their own interests and those of the Company.
In order to prevent any potential conflicts of interest, the Directors
The Directors and the Chief Executive Officer are required to and the Chief Executive Officer are required to complete a signed
promptly inform the Chairman of the Board of Directors of any declaration each year describing any direct or indirect links of any
related-party agreements that may exist between companies in kind they may have with the Company. To this day, none of these
which they have an interest, whether directly or through an declarations has revealed any existing or potential conflict of
intermediary, and the Company. The Directors and the Chief interest between the Chief Executive Officer or a Director and the
Executive Officer are required to notify the Board of Directors of Company. In cases where a business relationship is under
any agreement, referred to under articles L. 225-38 et seq. of the consideration between (i) the Company or the Group and
French Commercial Code (Code de commerce), to be entered into (ii) directly or indirectly a Director or the Chief Executive Officer,
between themselves or a company in which they are managers or the procedure governing related-party agreements as set forth in
in which they own, directly or indirectly, a significant shareholding articles L. 225-38 et seq. of the French Commercial Code, is
and the Company or one of its subsidiaries. If any such agreement followed.
exists, the person(s) concerned will abstain from participating in
With the exception of related-party agreements and
discussions and all decision-making on related matters. These
commitments that were entered into or remained in effect during
(1) The Commodities, Industry & Facilities division created on January 1, 2016 includes the Commodities, Industry, Inspection & In-Service
Verification and Certification businesses.
Eduardo Camargo – Executive Vice-President, He started his career with Otis in France where he held various
CIF – Latin America senior positions in Human Resources, ultimately being promoted
to Global Compensation & Benefits Manager. In 1998, he moved
Eduardo Camargo started his career in Verolme Shipyard. In 1986, to Atos as Compensation and Benefits Director. In 2001, he
he joined Bureau Veritas in the Marine Division. In 1989, he worked returned to Otis as Director of Compensation & Benefits. In 2003,
for the Industry Division and, in 1993, for the Health, Safety & he was promoted to Human Resources Director for North Europe,
Environment Division. In 1997, he became Regional Chief with responsibilities expanding to Eastern Europe in 2004 and
Executive for Mexico & Central America, based in Mexico. In 2002, Africa in 2009. In 2010, he was appointed Vice-President of Group
he was appointed Regional Chief Executive for Latin America, Human Resources, based in the United States.
based in Argentina. Eduardo Camargo served as Senior
Vice-President for the Latin America region of the Industry & Xavier Savigny holds an MSc in Chemical Engineering from the
Facilities Division until 2003, and was promoted to Executive University of Technology of Compiègne (France) and a Master’s
Vice-President in 2011. Degree in Human Resources from ESSEC Business School (France).
On the recommendation of the Nomination & Compensation process financial and accounting information, without
Committee, the Board has defined an action plan outlining compromising its independence;
avenues for improvement in 2018: (i) continuing to make working
● monitoring the effectiveness of information system security;
documents less verbose, (ii) continuing to invite operating
managers to Board meetings on a regular basis to enhance ● examining risks, disputes and material off-balance sheet
cohesion and ensure that information is shared effectively with commitments.
the Board, (iii) determining at the start of the year the topics to be
addressed during the year by the Board and the committees and ● External oversight – Statutory Auditors
deciding in advance on the methods to be used to monitor the ● issuing a recommendation to the Board of Directors pursuant
topics (jointly with the Chairman of the Board and the Chairmen of to article 16 of Regulation (EU) No. 537/2014 on the
the committees), and lastly (iv) when the next Directors are Statutory Auditors recommended for appointment or
selected, identifying candidates that correspond to the Group’s reappointment by the Shareholders’ Meeting;
main challenges.
● monitoring the work of the Statutory Auditors taking into
account the observations and findings of the Haut Conseil du
Committees of the Board of Directors Commissariat aux Comptes (French audit oversight Board)
further to the audits performed in application of
The Internal Regulations of the Board of Directors provide for the
articles L. 821-9 et seq. of the French Commercial Code;
possibility of creating one or more Board Committees intended to
enrich its reflections, facilitate the organization of the Board’s ● ensuring that the Statutory Auditors comply with the
work and contribute effectively to the preparation of its decisions. independence rules set out in articles 821-9 et seq. of the
The committees have an advisory role and are responsible for French Commercial Code, taking the necessary measures
working on matters submitted by the Board or its Chairman and pursuant to section 3, article 4 of the aforementioned
for presenting their findings to the Board in the form of reports, Regulation (EU) No. 537/2014 and ensuring that the
proposals or recommendations. conditions set out in article 6 of said Regulation are
respected;
In 2017, the Board of Directors was assisted in the course of its
work by three Board Committees, whose members all sit on the ● approving services, other than statutory audit services,
Board: the Audit & Risk Committee, the provided by the Statutory Auditors or by members of their
Nomination & Compensation Committee and the Strategy network set out in article L. 822-11-2 of the French
Committee. Commercial Code. The Audit & Risk Committee issues its
opinion after reviewing the risks regarding Statutory auditor’s
Audit & Risk Committee independence and the measures taken by the Statutory
Auditors to safeguard their independence.
The Audit & Risk Committee adopted Internal Regulations in 2009
that describe its role, resources and functioning. These Internal The Audit & Risk Committee must report on its work to the Board
Regulations were updated at its meeting of July 27, 2016 to of Directors and bring to its attention any matters which appear
reflect the role of the committee further to Regulation (EU) problematic or which require a decision to be taken. It also reviews
No. 537/2014 and Ministerial Order No. 2016-315 of March 17, all issues raised by the Board of Directors on the matters set forth
2016 on statutory audit engagements. above.
The Audit & Risk Committee is responsible for monitoring the It meets as often as it deems necessary and at least before each
process of preparing financial and accounting information, the publication of financial information.
effectiveness of Internal Audit and risk management systems, the
statutory audit of the annual financial statements and If it deems necessary, the Audit & Risk Committee can invite one
consolidated financial statements by the Statutory Auditors and or more members of Executive Management and the Company’s
Statutory auditor’s independence. It prepares and facilitates the Statutory Auditors to attend its meetings.
work of the Board of Directors in these areas. The Chairman of the committee may call a meeting with the
More specifically, it is responsible for: Statutory Auditors and another with the head of Internal Audit at
any time he/she deems appropriate, neither of which are attended
● Financial reporting: by management.
● monitoring the process of preparing financial information and, In the course of its work and after having informed the Chairman
where applicable, drawing up recommendations to guarantee of the Board of Directors, and provided it notifies the Board of
the reliability of such information; Directors, the Audit & Risk Committee may ask Executive
Management to provide it with any documents that it deems
● analyzing the relevance of the accounting standards
relevant to its work and may speak to all or some of the members
selected, the consistency of the accounting methods applied,
of Executive Management or to any other person whom the
the accounting positions adopted and the estimates made to
committee deems useful.
account for material transactions, and the scope of
consolidation; The Audit & Risk Committee can also request the assistance of
any third party it deems appropriate at its meetings (independent
● examining, before they are made public, all financial and
experts, consultants, lawyers or Statutory Auditors).
accounting documents issued by the Company, including
quarterly publications and earnings releases. In accordance with the AFEP-MEDEF Code and except in duly
substantiated cases, the information needed for the committee’s
● Internal control systems and risk management procedures:
discussions is sent several days prior to the meeting. In 2017, the
● monitoring the effectiveness of internal control and risk committee was able to review the annual and half-year financial
management systems, along with Internal Audit where statements at least two days before they were reviewed by the
applicable, regarding the procedures adopted to prepare and Board of Directors.
At December 31, 2017, the Nomination & Compensation (iv) any substantial change in the corporate governance rules
Committee comprised five members, four of whom were relating to internal control, as set out in article L. 225-37 of
independent: Pierre Hessler (Chairman), Aldo Cardoso, Claude the French Commercial Code;
Ehlinger, Ana Giros Calpe and Pascal Lebard. No Executive
(v) any purchase of Company's shares, besides purchases made
Corporate Officers sit on the committee. The Chief Executive
within the framework of a liquidity agreement previously
Officer was involved in the committee’s work, except when
approved by the Board of Directors;
agenda items concerned him. He does not participate in the
deliberations. (vi) any decision to initiate a procedure with the aim of being
listed on a regulated market or withdrawing such listing for
In 2017, the Nomination & Compensation Committee met seven
any financial instrument issued by the Company or one of its
times with a 97% attendance rate. It considered the
subsidiaries;
compensation policy and the objectives for the Chief Executive
Officer for 2017, as well as the quantitative and qualitative (vii) any implementation of an authorization from the
criteria used to determine the variable portion of compensation in Shareholders’ Meeting resulting immediately or over time in
respect of 2016. It also recommended putting in place stock an increase or reduction in share capital or the cancellation
option and performance share plans, which were approved by the of shares of the Company;
Board of Directors on June 21, 2017, examined the compensation
policy for the Chairman of the Board of Directors in light of the (viii) notwithstanding the powers vested in the Shareholders’
change in leadership in March 2017, and reviewed the method for Meeting by the law and the By-laws, any appointment,
allocating Directors’ fees. The committee also worked on the dismissal, renewal or termination of the term of office of
procedure for renewing the Chief Executive Officer’s term of Statutory Auditors, including those in any French or foreign
office, issues relating to succession planning within the Group, and subsidiaries with equity as per the consolidated financial
changes in the composition of the Board of Directors and its statements of over €50 million;
committees to further its aim of strengthening diversity and the (ix) any transactions referred to in the sections above, with the
range of expertise as well as increasing the proportion of female exception of those carried out as part of an intragroup
members. At its meeting on December 14, 2017, it reviewed the reorganization, whenever the amount of each such
Company’s compliance with the AFEP-MEDEF Code and analyzed transaction exceeds €10 million and provided that the
the results of the evaluation of the Board and its committees. It transaction was not authorized during the annual budget
also submitted an action plan to the Board in this respect. approval process:
The Chairman of the Nomination & Compensation Committee - acquisitions or disposals of Company real estate or other
reports in detail to the Board of Directors on its work, opinions, assets,
proposals and recommendations and informs it of all matters
which seem problematic or which require a decision. - acquisitions or disposals of shareholdings or business
assets,
- partnership agreements involving an investment of the
Limitations placed on the powers of the Chief aforementioned amount.
Executive Officer by the Board of Directors For the purposes of this section, “intragroup” transactions are
transactions between entities owned directly or indirectly by
The Board of Directors’ Internal Regulations, which were updated the Company;
on May 20, 2015, define the respective roles of the Board of (x) all debt, financing or off-balance sheet commitments
Directors, the Chairman of the Board of Directors and the Chief entered into by the Company representing an annual
Executive Officer, and also set limitations on the powers of the aggregate or transaction amount of over €50 million, other
Chief Executive Officer. than:
In addition to the decisions that legally require prior approval of - transactions subject to the prior approval of the Board of
the Board of Directors, prior approval of the Directors is also Directors pursuant to the law (sureties, endorsements and
required for the following decisions of the Chief Executive Officer: guarantees) or in accordance with the Board’s Internal
(i) approval of the annual budget; Regulations, and
(ii) any introduction by the Company of stock option or free - intragroup financing between Group's companies held
share plans and any granting of stock purchase or directly or indirectly by the Company, including capital
subscription options or free shares to the Group’s Executive increases and decreases, current account advances
Committee and Executive Leadership Team (ELT); provided that the planned intragroup financing transaction
is not designed to settle the liability of the entity
(iii) any implementation of a procedure provided for in Book VI of concerned;
the French Commercial Code or any equivalent procedure
relating to the Company or to French or foreign subsidiaries (xi) any approval given by the Company to directly or indirectly
that represent more than 5% of the Group’s Adjusted controlled companies to carry out an operation such as
Operating Profit (AOP); referred to in points (ix) and (x) above;
(xii) the granting of any pledge to guarantee the commitments
entered into by the Company for an amount exceeding
€5 million per commitment;
(xiii) the introduction of mandatory or discretionary profit-sharing
schemes at Company or Group level;
Directors’ fees are allocated in accordance with the rules of ● attendance: €2,000 per committee meeting.
allocation decided by the Board of Directors. The balance of the Directors’ fees may be allocated among all of
the Board members according to the percentage of the aggregate
award initially allocated to each member, on the basis described
above. This type of allocation was not made in 2017.
Other compensation
(fixed, variable and special compensation and
Directors’ fees benefits in-kind)
Awarded Awarded
for 2016, for 2017, Due Due
Member of the Board of Directors (in €) paid in 2017 paid in 2018 for 2016 for 2017
Aldo Cardoso (Chairman of the Board of Directors
since March 8, 2017) 105,909 112,750 - 180,227(d)
Frédéric Lemoine 70,607 69,250 - -
Stéphane Bacquaert 45,742 35,250 - -
Stéphanie Besnier 9,936 58,750 - -
Patrick Buffet 50,304 19,072(a) - -
Claude Ehlinger 9,936 65,226 - -
Nicoletta Giadrossi 50,607 23,322(a) - -
(b)
Ana Giros Calpe - 31,428 - -
Ieda Gomes Yell 76,668 78,000 - -
Siân Herbert-Jones 29,236 58,750 - -
Pierre Hessler
Pascal Lebard
85,456
50,607
90,750
71,476
-
-
-
-
3
Philippe Louis-Dreyfus 13,795 - - -
Jean-Michel Ropert 51,196 35,250 - -
Lucia Sinapi-Thomas 50,001 52,500 - -
TOTAL 700,000 801,774(c) - 180,227
(a) The terms of office of Nicoletta Giadrossi and Patrick Buffet expired at the Ordinary and Extraordinary Shareholders’ Meeting of May 16, 2017.
(b) Ana Giros Calpe was appointed as Director at the Ordinary and Extraordinary Shareholders’ Meeting of May 16, 2017.
(c) The annual amount of Directors’ fees awarded to members of the Board of Directors was set at €1,000,000 by the Shareholders’ Meeting of May 16, 2017.
(d) Acting on the recommendation of the Nomination & Compensation Committee, the Board of Directors’ meeting of March 8, 2017 set the Chairman of the
Board’s annual fixed compensation at €220,000. Given that Aldo Cardoso took up office on that date, his annual fixed compensation for 2017 amounted to
€180,227.
Compensation and benefits in-kind received by non-Executive Corporate Officers from Wendel
Pursuant to article L. 225-37-3 of the French Commercial Code, office duties of Bureau Veritas) that each Corporate Officer of the
as the Company is controlled by a company whose shares are Company received during 2017 from (i) the Company, (ii) the
admitted for trading on a regulated market, the amount of companies it controls, and (iii) the Company or companies that
compensation and benefits in-kind (as well as the amount of control it within the meaning of article L. 233-16 of the French
compensation, indemnities or benefits due or likely to be due in Commercial Code, is indicated below.
the event of the take-up, termination or change of corporate
2017 2016
Fixed compensation Directors’ fees
(excluding Directors’ Variable and other Benefits Total Total
(in €) fees) compensation(b) compensation(a) in-kind compensation compensation
Frédéric Lemoine,
Chairman of the
Management Board of Wendel(c) 995,326 1,022,760 289,627 12,604 2,320,317 2,287,084
(a) Including Directors’ fees paid in respect of their positions as Director of Bureau Veritas, details of which are provided above, in Table 3 - Table on Directors’ fees
and other compensation received by non-Executive Corporate Officers from Bureau Veritas or a Group company, in section 3.2.1 of this Registration document
and excluding termination benefits paid by Wendel in 2017.
(b) Mr. Frédéric Lemoine’s fixed remuneration and targets to be achieved to qualify for the variable portion are approved each year in February for that year by the
Supervisory Board of Wendel, based on and after consideration of the proposal of the Governance Committee, which makes its recommendation for the total
amount of remuneration with reference to market practices for listed companies and investment companies in Europe. The amount of variable remuneration is
set in accordance with the results obtained in the year just ended, measured by objective criteria. Directors’ fees are included in the total compensation.
(c) Frédéric Lemoine’s term of office as Chairman of the Management Board of Wendel expired on December 31, 2017.
Corporate Officers of the Company holding Directors’ fees paid by the Company (see Table 3 – Table on
salaried positions at Wendel Directors’ fees and other compensation received by non-Executive
Corporate Officers from Bureau Veritas or a Group company, in
Stéphane Bacquaert, Managing Director, Stéphanie Besnier, section 3.2.1 of this Registration document).
Managing Director and Claude Ehlinger, Managing Director, held
salaried positions within the Wendel Group in 2017. These Directors’ fees represent a minority of the payments and
benefits in-kind they receive in connection with their salaried
They hold no other corporate office in the Bureau Veritas Group positions within the Wendel Group.
and receive no benefit or compensation of any kind other than the
Principles for determining the compensation A balance must be achieved between each element of
remuneration, with an emphasis on the shareholding component
of the Chief Executive Officer (stock option and performance share grants).
The compensation paid to the Chief Executive Officer of Bureau The Chief Executive Officer is also entitled to a company car and is
Veritas is: eligible for the same benefit plans as the Group’s other executive
officers and employees.
● linked to the Group’s performance;
● balanced, taking into account the expectations of all Proportionality and consistency
stakeholders (including those of shareholders);
The policy, mechanisms and levels of compensation awarded to
● demanding, given that it is aligned with best market practices;
the Chief Executive Officer are set consistently with those
● consistent with the principles applied by Bureau Veritas to all applicable to the Group’s other executive officers and managers.
its executives around the world;
Each year, the Nomination & Compensation Committee reviews
● set by the Board of Directors, on the basis of the and assesses the appropriateness of the compensation packages
recommendation of the Nomination & Compensation and particularly the criteria relating to the award of variable
Committee and in accordance with the recommendations set compensation for the coming year.
out in the AFEP-MEDEF Code to which the Company refers;
To do so, it considers:
● reviewed and discussed by the Board of Directors every year;
● the Group’s long-term objectives;
● determined according to the executive’s level of responsibility;
● the creation of shareholder value;
and
● the market benchmarking conducted each year with the
● determined by taking into account all of the components of
assistance of an external consultant based on French and
compensation to ensure a comprehensive view of the
international companies;
compensation of the Chief Executive Officer.
The criteria were adjusted from those used in 2016 to introduce a ● if AOP is less than or equal to 90% of budgeted AOP, the bonus
growth objective. As a result, the weighting of the Group’s AOP paid for this objective is 0%;
was reduced from 50% in 2016 to 25% in 2017. The weighting of
● if AOP is between 90% and 100% of budgeted AOP, the bonus
net cash flow generated from operating activities, on the other
paid for this objective is calculated on a proportional basis;
hand, remained the same at 10%. With this adjustment, the Board
of Directors’ aim was to make quantifiable criteria more ● if AOP is equal to budgeted AOP, the bonus paid for this
demanding by introducing an objective relating to the Group’s objective is 100%;
growth.
● if AOP is greater than budgeted AOP, a coefficient is then
For the objective relating to the Group’s organic growth, the level applied based on the following example: if achieved AOP
of achievement is assessed as follows: represents 101% of budgeted AOP = application of a 105%
coefficient.
● if actual organic growth is less than or equal to the minimum
target level, the bonus paid for this objective is 0%; The extent to which the objective for net cash flow generated
from operating activities has been met is assessed in the same
● if actual organic growth is between the minimum target level
way as AOP.
and the target level, the bonus paid for this objective is
calculated on a proportional basis; The achievement levels required on quantifiable criteria for the
purpose of determining the variable portion of the Chief Executive
● if actual organic growth is equal to the target level, the bonus
Officer’s compensation have been defined in detail but are not
paid for this objective is 100%;
disclosed for confidentiality reasons.
● if actual organic growth is between the target level and 150%
If the objectives for the quantifiable portion are exceeded, the
of the target level, the bonus paid for this objective is calculated
variable portion is capped at 150% of the target variable portion
on a proportional basis;
(i.e., 150% of the fixed portion).
● if actual organic growth is more than 150% of the target level,
the bonus paid for this objective is 150%.
Qualitative criteria
The extent to which the Group’s AOP target has been met, at the
budgeted rate and excluding non-budgeted acquisitions, is The qualitative criteria relate to the implementation of the 2020
assessed as follows: strategic plan and include the monitoring of:
● the Group’s Growth Initiatives;
● strategic countries;
● performance drivers.
The qualitative portion is assessed between 0% and 100%,
depending on the extent to which these individual objectives have
been met, and cannot exceed 100%.
Deferred commitments
In accordance with the recommendations of the AFEP-MEDEF
Code, the Chief Executive Officer does not have an employment
contract and his compensation is linked entirely to his corporate
office.
Chairman of the Board of Directors The Chairman of the Board is not eligible for any benefits-in-kind,
pension scheme, termination benefit or non-competition
compensation policy for 2017 indemnity.
Until March 8, 2017, the Chairman of the Board of Directors’
compensation was made up exclusively of Directors’ fees.
Since March 8, 2017, the compensation of the Chairman of the
Chairman of the Board of Directors
Board of Directors comprises: compensation policy for 2018
● a fixed portion determined by the Board of Directors, following The Chairman of the Board of Directors’ compensation for 2018 is
a recommendation by the Nomination & Compensation the same as in 2017 (annual fixed portion of €220,000 and
Committee, in line with the principles described above and in Directors’ fees).
particular with the responsibilities allocated to the Chairman,
his experience and market practices;
● Directors’ fees, allocated in line with the rules for allocation
decided by the Board of Directors and presented in
section 3.2.1 – Compensation policy for members of the Board
3
of Directors of this Registration document.
In compliance with the recommendations set out in the
AFEP-MEDEF Code for companies where the roles of Chairman of
the Board of Directors and Chief Executive Officer are separate,
the Chairman is not entitled to any variable or special
compensation or any long-term incentive (i.e., stock option or
performance share) plans.
Didier Michaud-Daniel,
Chief Executive Officer
(in €) 2017 2016
Compensation due in respect of the financial year (shown in table n° 2) 1,872,300 1,478,175
Valuation of the multi-annual variable compensation paid during the year - -
(a) (a)
Valuation of stock options granted during the year (shown in table n° 4) 407,419 563,200
Valuation of the performance shares granted during the year (shown in table n° 6) 1,515,342(a) 1,411,800(a)
TOTAL 3,795,061(b) 3,453,175
(a) The amounts in the above table reflect the accounting fair value of options and shares in accordance with IFRS standards.
(b) In 2017, the Chief Executive Officer’s compensation in the form of performance shares and stock options was capped at 107% of his total gross annual
compensation.
Didier Michaud-Daniel
Chief Executive Officer
(in €) 2017 2016
due paid due paid
Fixed compensation 900,000 900,000 900,000 900,000
Annual variable compensation 954,300(a) 560,175 560,175 825,000
Multi-annual variable compensation - - - -
Extraordinary compensation - - - -
Directors’ fees - - - -
Benefits in-kind 18,000(b) 18,000 18,000 18,000
TOTAL 1,872,300 1,478,715 1,478,175 1,743,000
(a) Variable compensation due in respect of 2017 was set by the Board of Directors on February 28, 2018, on the recommendation of the
Nomination & Compensation Committee.
(b) Company car and the same benefit plans as the Group’s other executives and employees.
Annual fixed compensation At its meeting of February 28, 2018, the Board of Directors
determined, on the recommendation of the Nomination
The fixed compensation due to Didier Michaud-Daniel for 2017
& Compensation Committee, the level of achievement to be
amounts to €900,000 and is unchanged since 2015.
taken into account for the calculation of Didier Michaud-Daniel’s
annual variable compensation.
Variable compensation
It therefore set Didier Michaud-Daniel’s annual variable
On the recommendation of the Nomination & Compensation compensation for 2017 at 106% of the target compensation, or
Committee, the Board of Directors decided at its meeting of €954,300, based on the following:
February 23, 2017 to set Didier Michaud-Daniel’s target variable
compensation for 2017 at 100% of his fixed compensation,
capped at 150% of the target variable portion (i.e. 150% of the
fixed portion).
The level of achievement required for quantitative criteria and the details of qualitative criteria have been specifically defined by the Board
of Directors but cannot be disclosed for confidentiality reasons.
STOCK SUBSCRIPTION OR PURCHASE OPTIONS GRANTED DURING 2017 TO THE CHIEF EXECUTIVE OFFICER BY
BUREAU VERITAS AND BY ANY COMPANY OF THE GROUP (AMF TABLE 4)
Valuation of the
options
according to the
Nature of the method used in
options the consolidated Number of options
Name of No. and date (purchase financial granted during Exercise Performance
Corporate Officer of the plan or subscription) statements the financial year price Exercise period conditions
Didier Stock purchase 06/21/2020 to (c)
Michaud-Daniel 06/21/2017 options €407,419 240,000 €20.65(a) 06/21/2027(b)
(a) The exercise price was set at €20.65, corresponding to the average undiscounted opening price during the 20 trading days preceding the date of the grant.
(b) Condition of presence: a three-year vesting period has been set during which the beneficiary must remain a Corporate Officer.Requirement to hold shares in
registered form: 5% of the shares resulting from the exercise of stock purchase options must be held in registered form until the expiration of the corporate
office within the Group.
(c) Performance conditions: depending on the level of achievement of the Group’s AOP objective for 2017 and on the Group’s adjusted operating margin objective
(ratio of Group AOP to Group revenue) for 2018 and 2019, between 0% and 100% of the stock purchase options granted to the beneficiary may vest. Details
of these performance conditions are presented above.
The amounts indicated correspond to the accounting fair value of options in accordance with IFRS standards. As a result, they are not the
actual amounts that could arise if these options were exercised.
The dilutive effect of the stock purchase options granted during 2017 is limited, representing 0.05% of the share capital of Bureau Veritas.
STOCK SUBSCRIPTION OR PURCHASE OPTIONS EXERCISED DURING 2017 BY THE CHIEF EXECUTIVE OFFICER
(AMF TABLE 5)
The Corporate Officer did not exercise any options during 2017.
Number of options
Name of Corporate Officer No. and date of the plan exercised during the year Exercise price
Didier Michaud-Daniel - - -
PERFORMANCE SHARES GRANTED DURING 2017 TO THE CHIEF EXECUTIVE OFFICER BY BUREAU VERITAS AND
BY ANY COMPANY OF THE GROUP (AMF TABLE 6)
The dilutive effect of the performance shares granted during 2017 is limited, representing 0.02% of the share capital of Bureau Veritas.
PAST GRANTS OF STOCK SUBSCRIPTION OR PURCHASE OPTIONS – INCLUDING SPECIFICALLY TO THE CHIEF
EXECUTIVE OFFICER (AMF TABLE 8)
3
December 31, 2017 36,705 0 0 0
Total number of stock subscription or purchase options
canceled or lapsed as of December 31, 2017 500,762 104,614 912,176 0
Stock subscription or purchase options remaining as of
December 31, 2017 723,733 1,239,386 400,224 1,229,060
(a) The stock subscription or purchase option price corresponds to the average undiscounted opening price during the last 20 trading days preceding the date of the
grant.
(b) The number of options and the stock subscription or purchase option prices were revised following the June 2013 capital increase and share split.
(c) At the end of the vesting period, the number of stock subscription or purchase options that can be delivered to each beneficiary depends on the level of
achievement of the Group AOP for the financial year in which the grant is made and the level of Group's adjusted operating margin (ratio of AOP to revenue)
recorded for the subsequent two financial years.
PAST GRANTS OF PERFORMANCE SHARES – INCLUDING SPECIFICALLY TO THE CHIEF EXECUTIVE OFFICER (AMF
TABLE 10)
Components of compensation for 2017 of Frédéric Lemoine, Chairman of the Board of Directors until
March 8, 2017
TABLE SUMMARIZING THE COMPENSATION PAID TO FRÉDÉRIC LEMOINE (AMF TABLE 2)
Frédéric Lemoine
Chairman of the Board of Directors (until March 8, 2017)
(in €) 2017 2016
due paid due paid
Fixed compensation - - - -
Annual variable compensation - - - -
Multi-annual variable compensation - - - -
Extraordinary compensation - - - -
Directors’ fees 69,250 69,250 70,607 70,607
Benefits in-kind - - - -
TOTAL(a) 69,250 69,250 70,607 70,607
(a) The compensation and benefits in-kind received for 2016 and 2017 by Frédéric Lemoine from Wendel for his role as Chairman of its Management Board are
presented in the table in section 3.2.1 – Compensation and benefits in-kind received by non-Executive Corporate Officers from Wendel, page 144, of this
Registration document.
Frédéric Lemoine, Chairman of the Board of Directors until Directors' fees and other compensation received by non-Executive
March 8, 2017, decided to waive all compensation for his position
as Chairman besides Directors' fees.
Corporate Officers from Bureau Veritas or a Group company, in
section 3.2.1, page 143, of this Registration document). 3
The Directors' fees awarded to Frédéric Lemoine for 2017 and
paid in 2018 amounted to €69,250 (see Table 3 – Table on
Components of compensation for 2017 of Aldo Cardoso, Chairman of the Board of Directors since
March 8, 2017
Aldo Cardoso
Chairman of the Board of Directors (since March 8, 2017)
(In €) 2017 2016
due paid due paid
Fixed compensation 180,227 180,227 - -
Annual variable compensation - - - -
Multi-annual variable compensation - - - -
Extraordinary compensation - - - -
Directors’ fees 112,750 112,750 105,909 105,909
Benefits in-kind - - - -
TOTAL 292,977 292,977 105,909 105,909
Tables summarizing the components of Executive Corporate Officers' compensation for 2017 to
be submitted to an ex post vote at the Shareholders’ Meeting to be held to approve the financial
statements for the year ended December 31, 2017
Amounts or accounting
valuation submitted to a
vote Details
Fixed €900,000 On the recommendation of the Nomination & Compensation Committee, the Board of Directors’
compensation Meeting of February 21, 2017 set the gross annual fixed compensation and the target variable
compensation of the Chief Executive Officer at €900,000. Annual fixed compensation has been
Target variable €900,000
remaining unchanged since 2015.
compensation
Annual variable €954,300 At its meeting of February 28, 2018, the Board of Directors, on the recommendation of the
compensation Nomination & Compensation Committee, noted that the achievement rates for quantifiable and
qualitative criteria were respectively 72% and 34% of the annual fixed compensation due to
Didier Michaud-Daniel for 2017 and, as a result, set the Chief Executive Officer’s variable
compensation for 2017 at 106% of his annual fixed compensation for the same year, or
€954,300. The level of achievement of the quantifiable and qualitative criteria was assessed by
the Board of Directors, on the recommendation of the Nomination & Compensation Committee,
in accordance with the terms and conditions described in the table in section 3.2.2, page 152, of
this Registration document.
Payment of the Chief Executive Officer’s variable compensation for 2017 is subject to the
approval of the Shareholders’ Meeting to be held to approve the financial statements for the
year ended December 31, 2017 (ex post vote).
Deferred variable N/A No deferred variable compensation.
compensation
Multi annual N/A No multi-annual variable compensation.
variable
compensation
Extraordinary N/A No extraordinary compensation.
compensation
Stock purchase €1,922,761 (accounting On the recommendation of the Nomination & Compensation Committee, the Board of Directors’
options, amount) Meeting of June 21, 2017 decided to grant 240,000 stock purchase options and 80,000
performance performance shares to the Chief Executive Officer as part of its policy to make annual grants to
shares and any senior management (in application of the 14th and 15th resolutions adopted at the Shareholders’
other long-term Meeting of May 17, 2016.)
compensation The grants are subject to two performance conditions: (i) the Group’s AOP for 2017 and (ii) the
Group’s adjusted operating margin (ratio of group AOP to Group revenue) for 2018 and 2019.
The condition based on the Group’s adjusted operating margin for 2018 and 2019 applies to the
number of options and performance shares determined according to the level of achievement of
the AOP condition for 2017.
Details of the performance criteria, vesting conditions and holding requirements are presented in
section 3.2.2, page 154, of this Registration document.
Limited dilutive effect of the stock purchase options and performance shares granted to Didier
Michaud-Daniel: respectively 0.05% and 0.02% of the share capital of Bureau Veritas.
During 2017, 51,920 performance shares granted under previous plans became available to
Didier Michaud-Daniel.
Directors’ fees N/A Didier Michaud-Daniel does not receive Directors’ fees.
Didier Michaud-Daniel, Chief Executive Officer, also holds A detailed description of stock subscription and purchase option
1,146,720 stock purchase options granted under the July 18, 2012, plans is provided in section 3.3.4 – Stock subscription and
July 22, 2013, July 16, 2014, July 15, 2015, June 21, 2016 and purchase options, of this Registration document.
June 21, 2017 plans.
Description of
Nature of the Transaction the financial
Name Capacity transaction Transaction date Unit price (€) amount (€) instrument
Ana Giros Calpe Director Acquisition 11/09/2017 22.47 26,964.00 Shares
Jean-Michel Ropert Director Acquisition 02/27/2017 17.80 32,040.00 Shares
To the best of the Company's knowledge, and according to the declarations made to the AMF, transactions executed on Company shares
between the end of 2017 and the date of this Registration document by the management and persons mentioned in article L. 621-18-2 of
the French Monetary and Financial Code (Code monétaire et financier) and in article 19 of Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of April 16, 2014 were as follows:
Description of
Nature of the Transaction the financial
Name Capacity transaction Transaction date Unit price (€) amount (€) instrument
André François-Poncet Director Acquisition 03/05/2018 21.4717 25,766.04 Shares
Performance shares granted to the top ten employee grantees (excluding Corporate Officers)
during 2017
Valuation of the
shares according to
the accounting
method used in the
Number of performance consolidated
Performance shares granted shares granted financial statements Plan
Performance shares granted during the year by the issuer and by any
company within the scope of the grant of performance shares, to the 10
244,000 €18.94 06/21/2017
employees of the issuer and of any company within this scope, which
hold granted the highest number of shares (aggregate information)
Information regarding Corporate Officers is provided in Tables 6 and 7, section 3.2.2, pages 154 and 155 of this Registration document.
1,972 - - 1,428,511
143,184 634,598 16,400 1,649,835
991,044 497,052 1,191,420 3,835,624
07/15/2019 or 07/15/2018
for employees of a French company 06/21/2019 06/21/2020
None, except two years holding period
for employees of a French company None None
Presence and performance(a) Presence and Presence and
performance(a) performance(a)
20.79 19.39 20.78
16.49 17.65 18.94
3
Stock subscription or purchase options granted to the top ten employee grantees
(excluding Corporate Officers) and options exercised by the latter during 2017 (AMF Table 9)
Information regarding Corporate Officers can be found in Tables 4 and 5, section 3.2.2, page 154, of this Registration document.
Components of the Annual Financial Report are identified in this table of contents with the sign
This report covers the Group’s results and business activities for the year ended December 31, 2017 and was prepared based on the 2017
consolidated financial statements, included in section 5.1 of this Registration document.
4.2.1 Revenue
Bureau Veritas revenue totaled €4,689.4 million in full-year 2017, up 3.1% year-on-year. This reflects:
● organic growth(1) of 2.2%;
● a positive 2.5% impact from changes in the scope of consolidation; and
● a negative 1.6% impact from currency fluctuations related to the unfavorable performance of the US dollar against the euro.
4
4.2.2 Operating profit
Consolidated operating profit was €606.3 million in 2017, dipping 0.6% year-on-year. Expenses relating to purchases and personnel costs
were up 4.1% overall. Other expenses fell 3.7%.
(1) Organic growth for 2017 reflects year-on-year revenue growth at constant currency and scope.
Non-recurring items totaled €139.2 million in the year, compared currency and scope basis, adjusted operating margin narrowed by
to €125.2 million in 2016, and comprised: around 5 basis points in 2017.
● €77.1 million in amortization of intangible assets resulting from Above two-thirds of the portfolio have stable or improving
acquisitions; margins, adding 40 basis points to the Group organic margin: this
is driven by a significant improvement in Agri-Food &
● €57.1 million in restructuring costs recognized in all regions and
Commodities and in Buildings & Infrastructure, and maintained
businesses, with actions taken mainly in Marine & Offshore,
high margins in both Certification and Consumer Products. This
government services, Industry and commodities
improvement is the result of a combination of operating leverage,
related-activities;
strict cost management, Lean efforts and restructuring pay back.
● €5.0 million relating mainly to acquisition fees arising on
Less than a third of the portfolio has a minus 45 basis-point
acquisitions carried out in the year.
impact on Group margin with: i) -20 basis points coming from
The Group's operating profit adjusted for non-recurring items Marine & Offshore, due to lower volume of activity, notably for
climbed 1.4% to €745.5 million in 2017. new construction and Offshore Services; ii) -25 basis points
resulting from price pressure in Oil and Gas and change of mix in
Adjusted operating margin expressed as a percentage of revenue Industry.
was 15.9% in 2017, down 25 basis points on 2016. On a constant
Net financial expense was €103.7 million in 2017 compared to ● The Group's foreign exchange gains and losses result from the
€86.5 million in 2016. impact of currency fluctuations on the assets and liabilities of
the Group's subsidiaries denominated in a currency other than
● The decrease in net finance costs, to €86.8 million in 2017 from
their functional currency. The Group reported a €12.1 million
€89.9 million in 2016, essentially derives from (i) the fall in the
foreign exchange loss in 2017, reflecting the depreciation in the
average interest rate, partly offset by the increase in average
US dollar against the euro and the currencies of several
indebtedness (additional bond issue in September 2016) and (ii)
emerging markets, coupled with the sharp rise in the euro
a decrease in income from cash and cash equivalents;
against various currencies;
● The interest cost on pension plans remained stable.
Adjusted attributable net profit amounted to €416.1 million, a rise of 1.7% compared to 2016. Adjusted earnings per share came out at
€0.95 in 2017 versus €0.94 one year earlier.
Marine & Offshore Outlook: In 2018, Bureau Veritas expects organic growth in this
business to be slightly negative. This reflects i) a further decline in
Revenue decreased by 4.7% on a constant currency basis, New Construction given the lead time with a progressive rebound
including 5.3% negative organic growth and 0.6% acquisition-led expected from H2 2018 onwards thanks to new orders won in
growth. Q4 2017 revenue fell -4.2% on an organic basis, being 2017; ii) resilient In-Service activity including the Offshore-related
mainly affected by the new construction decline. activities.
Free cash flow (net cash flow generated from operating activities by 3.2% in 2017. Adjusted for the unfavorable timing differences
after tax, interest expense and acquisitions of property, plant and in interest payments (-€10.3 million), the organic increase in free
equipment and intangible assets) was €349.6 million in 2017, cash flow was 6.0%.
down 3.6% on 2016. On an organic basis, free cash flow improved
(€ millions)
Free cash flow at December 31, 2016 362.5
Organic change +11.5
Organic free cash flow 374.0
Scope +7.7
Free cash flow at constant currency 381.7
Currency (32.1)
FREE CASH FLOW AT DECEMBER 31, 2017 349.6
Purchases of property, plant and equipment and Total purchases of property, plant and equipment and intangible
intangible assets assets net of disposals by the Group were limited, down 8.6%
year-on-year at €133.4 million. The Group’s net-Capex-to-revenue
The Group's inspection and certification activities are fairly ratio was 2.8% in 2017, compared to 3.2% in 2016.
non capital-intensive, whereas its laboratory testing and analysis
activities require investment in equipment. These investments
concern the Consumer Products and Agri-Food & Commodities Interest paid
businesses and certain customs inspection activities (Government Interest paid increased to €98.2 million from €86.5 million in
Services & International Trade, included within the Agri-Food & 2016, owing to the Group’s debt refinancing schedule.
Commodities business) requiring scanning equipment and
information systems.
Financial debt
Gross financial debt on the statement of financial position
decreased by €633.4 million at December 31, 2017 compared
with December 31, 2016. This decrease chiefly reflects the
redemption of the €500 million bond issue maturing in May 2017,
which had been pre-financed in 2016.
Adjusted net financial debt edged up €98 million, primarily
reflecting:
● €164.8 million in payments relating to acquisitions carried out
in the year, €295.4 million in dividends paid and €36.8 million in
purchases of treasury shares;
● €349.6 million in free cash flow and €68.4 million related to the
favorable impact of currency fluctuations on borrowings and
debt at end-2017.
4.3.2 Financing
Sources of Group financing ● 2017 US Private Placement (€166.8 million) carried on the
books of Bureau Veritas Holdings, Inc.;
Main sources of financing ● different tranches of the Schuldschein “SSD” notes
(€260 million); and
At December 31, 2017, the Group's gross debt totaled €2,449.0
million, comprising: ● 2014 and 2016 bond issues (€1.2 billion).
Non-bank financing: Bank financing:
● 2008 US Private Placement (€292.8 million); ● 2012 syndicated loan (undrawn);
● 2010 US Private Placement (€184.1 million); ● other bank debt (€15.9 million); and
● 2011 & 2014 US Private Placement (€166.8 million); ● bank overdrafts (€9.8 million).
● 2013 & 2014 US Private Placement (€125.1 million); Other bank debt and accrued interest (€27.7 million).
The table below shows the change in cash and cash equivalents and net debt:
Adjusted net financial debt (net financial debt after currency Bank covenants
hedging instruments as defined in the calculation of covenants)
amounted to €2,094.4 million at December 31, 2017, compared The majority of the Group's financing requires compliance with
to €1,996.4 million at December 31, 2016. certain financial covenants and ratios. The Group complied with all
such commitments at December 31, 2017. The commitments can
be summarized as follows:
● the first covenant is defined as the ratio of adjusted
consolidated net financial debt divided by consolidated EBITDA
(earnings before interest, tax, depreciation, amortization and
provisions), adjusted for any acquisitions over the past 12
months. The ratio must be below 3.25. At December 31, 2017,
it stood at 2.37;
● the second covenant represents consolidated EBITDA (earnings
before interest, tax, depreciation, amortization and provisions),
adjusted for any acquisitions over the past 12 months, divided
by the Group's net interest expense. The ratio must be above
5.5. At December 31, 2017, it stood at 10.18.
This issue was carried out in the form of four senior notes redeemable at maturity. The 2008 USPP has been fully drawn down.
The Group has refinanced USD 155 million maturing in July 2018 with a pool of US investors. This facility will be drawn in July 2018.
At December 31, 2017, the 2010 USPP was fully drawn down in euros for a total of €184.1 million.
At December 31, 2017, the financing facility carried by Bureau Veritas Holdings, Inc. had been fully drawn down in US dollars.
Amounts undrawn
Maturity (€ millions) Currency Repayment Interest
July 2028 129.2 USD At maturity Fixed
At December 31, 2017, the USD 155 million facility had not been drawn down.
Commercial paper ● a confirmed amount of €450 million available under the 2012
syndicated loan. The availability of this facility depends on the
The Group put in place a commercial paper program to optimize
Group complying with its covenants.
its short-term cash management. The maturity of commercial
paper is less than one year. This program is capped at
€450 million.
The Group did not issue any commercial paper at
Ongoing and planned investments
December 31, 2017.
Main investments in progress
Syndicated loan At end-December 2017, the main investments in progress
The Group has a confirmed revolving syndicated loan for represented €12.3 million and mainly concerned:
€450 million. This facility was set up in July 2012 for a five-year ● the Consumer Products business, for projects related to
term and its maturity was extended to April 2019 in 2014. automotive equipment testing in China (€4.8 million);
At December 31, 2017, the 2012 syndicated loan had not been ● the Agri-Food & Commodities business, for projects related to
drawn down. oil markets in China (new laboratories and capacity extensions
for €2 million), the Netherlands (capacity extensions for
€3.5 million) and the United States (new laboratories and
Sources of financing anticipated for future additional equipment for €2 million).
investments
Main planned investments
The Group estimates that its operations will be able to be fully
funded by the cash generated from its operating activities. The 2018 capital expenditure budget is around €156 million,
higher than 2017 expenditure (€142 million).
In order to finance its external growth, at December 31, 2017 the
Group had sources of funds provided by:
● available cash flow after taxes, interest and dividends;
● cash and cash equivalents;
Executive Management These audits are aimed at analyzing and verifying that
management and reporting rules are duly applied, as well as
Group Executive Management ensures that internal control reviewing the quality of the internal control environment. The
objectives are set, particularly with respect to the control main procedures and cycles covered are:
environment, risk assessment and management, internal control
processes, reliable financial information and Group business ● observance of the Group’s Compliance Program;
management, based on the principles and organization previously ● sales and accounts receivable;
defined by the Board of Directors.
● purchasing and accounts payable;
Internal control as implemented within Group companies is based
on the following principles: ● Human Resources;
●
a flexibility criterion to allow the management of Group
companies to effectively exercise their responsibilities; and
a simplicity criterion so that the internal control process
implementation of the action plans drawn up following Internal
Audit assignments through a dedicated software program
accessible to the audited departments, and gives Executive
4
continues to be aligned with the size of the companies within Management a monthly progress update on the implementation of
the Group. recommendations. In 2017, audited entities achieved an average
recommendation implementation rate of above 80% for those
issued by the Internal Audit department.
Audit & Risk Committee
In addition to the annual audit program, the Internal Audit
In accordance with Article L. 823-19 of the French Commercial
department heads up an internal control self-assessment
Code, the Audit & Risk Committee is chiefly responsible for
campaign via the distribution of three types of questionnaires
monitoring the process of preparing financial information, the
across the Group (see “Internal control procedures”).
effectiveness of internal control and risk management systems
and, where applicable, those of Internal Audit, and the
independence of the Statutory Auditors. Central departments
After each meeting, the Chairman of the Audit & Risk Committee The implementation of internal control procedures is the
prepares a detailed report of the Committee’s work, proposals and responsibility of the central departments in their respective areas
recommendations for the Board of Directors. of expertise, i.e., Legal, Risk & Compliance, Human Resources,
Finance, Technical and Risk, and Quality, Health, Safety and
Details of the work of the Audit & Risk Committee during 2017
Environment.
are provided in the section 3.1.6 – Board's Committees in this
chapter. ● The Legal, Risk & Compliance department provides advice and
assistance for any legal, risk and compliance issues affecting
the Group. It helps review calls for tender, major contracts and
Internal Audit mergers and acquisitions, and analyzes or supervises Group
The role of the Internal Audit and Acquisitions Services litigation and claims as necessary. In close cooperation with
department is to perform audits, principally financial audits, in the operational staff and the Group’s Technical and Risk
various entities of the Group. The entities to be audited are department, the Legal, Risk & Compliance department helps
selected at the time of preparing the annual audit plan, which is identify the main risks associated with the Group’s activities,
discussed with Executive Management and validated by the Audit particularly by overseeing risk maps, and circulates the Group’s
& Risk Committee. They are chosen primarily based on the risks risk management policies and procedures. It is responsible for
identified, the resulting financial implications and previous internal taking out the Group's professional civil liability and property
or external audits. This formal, structured approach is designed to and casualty insurance policies. It also defines, implements and
ensure an adequate audit coverage rate for the Group’s entities supervises the Group’s Compliance Program, which includes the
over several years. In addition, the Internal Audit department Code of Ethics and its internal application procedures, a risk
map relating to corruption and international sanctions, a
whistleblowing procedure, specific training and regular internal assignment, the Internal Audit department reviews the quality of
and external audits. the results of the self-assessment. External auditors also review
the internal control system as part of their work.
● The Human Resources department circulates the evaluation
and compensation policies applicable to Group managers and Like any control system, it cannot provide an absolute guarantee
ensures that all Group employees are compensated and that all risks have been eliminated.
assessed on the basis of objective, predefined criteria.
● The Finance department consolidates all of the Group's
financial information and manages the necessary Internal control and risk management
reconciliations. It ensures that Group standards and
frameworks are strictly applied, including the Group Financial and accounting information
Management Manual (GMM). In this respect, it defines a series
of procedures, tools and references intended to guarantee the In order to implement internal control procedures relating to the
quality and consistency of information provided (management production of financial and accounting information, the Group
reporting, financial statements). In particular, monthly reviews refers to:
of results of operations, the net cash position and consolidation
● external standards including all national accounting laws and
data allows financial and accounting information to be
regulations based on which Group entities prepare their
continually monitored and checked for consistency on a
financial statements. The Group prepares its consolidated
centralized basis.
financial statements under International Financial Reporting
● The Quality, Health, Safety and Environment department Standards (IFRS); and
defines and oversees the Group’s quality, safety, security and
● internal standards consisting of the Group’s organization
environment management system. It ensures that the various
manual and general quality procedures and the Group
operating groups implement management systems, leads the
Management Manual (GMM), which covers all financial,
continuous improvement process and organizes the verification
accounting and tax procedures.
of compliance with procedures.
The role of the Finance department is to provide reliable
● The Technical and Risk departments across the operating
information and pertinent analyses in a timely manner and to act
groups are responsible for drawing up the technical risk
as an expert with respect to financial and financing issues within
management policy and verifying the technical quality of
the Group. The department is responsible for setting standards,
services provided, the technical qualification of organizations
consolidating results, managing cash and particularly hedging and
(overseeing operating rights and accreditations) and operators,
exchange rate risks, managing tax issues and supervising credit
and applying technical guidelines and methodologies rolled out
risks. It also acts as a motivating force in certain improvement
by the Group. They rely on local networks to circulate
initiatives, such as the development of shared service centers.
procedures and verify that they are duly applied among
operating entities. They are tasked with auditing the operating The Finance department is assisted by a network of Finance
entities, defining any corrective actions required and ensuring Officers across the Group. These report to the heads of operating
that these actions are implemented. departments and from a functional standpoint, to the Group Chief
Financial Officer.
Internal control procedures Subsidiaries operating in different countries are responsible for
implementing the policies, standards and procedures defined by
Bureau Veritas has adopted the general principles of the AMF’s the Group.
Reference Framework and has put in place a system that allows
to cover all of the Group's subsidiaries. The aim is to provide them The budget process is structured in a way that enables objectives
with a tool that they can use for internal control self-assessment to be set at the level of business units. The resulting budget is
and identify areas of improvement. therefore a highly effective oversight tool that can be used to
closely monitor monthly activity at the level of each
In compliance with the aforementioned AMF Reference country/business. This monthly control of results from operations,
Framework, three yearly self-assessment questionnaires on the net cash position and consolidation data enables Executive
internal control are used by the Group’s Internal Audit Management to effectively monitor the Group’s financial
department: performance.
● two questionnaires are used at head office level and for certain The Group has also defined internal rules and procedures designed
cross-functional areas: one covers the general principles of to safeguard assets, prevent and identify fraud, and ensure that
internal control, while the other concerns financial and accounting information is reliable and presents a true and fair view
accounting internal control more specifically, and in particular of the business.
how the finance and accounting functions are organized at
central level, intended for support functions (particularly
Finance); and Acquisitions Services
● one questionnaire covering the processes relating to the The Internal Audit & Acquisitions Services department also
preparation of financial and accounting information is provides coordination and integration assistance on acquisitions.
completed by the Group's operating entities. This role is formally set down in a series of procedures known as
the Post Merger Integration Plan (PMIP), which is structured and
This yearly self-assessment is designed to ensure compliance with
updated around the following areas: Finance, Human Resources,
the accounting principles defined in the Group Management
Communication, Legal, Risk & Compliance, Technical and Risk,
Manual (GMM). It also allows the quality of existing control
Information Systems and IT, and Quality, Health, Safety and
processes to be assessed and the requisite corrective measures to
Environment.
be implemented where necessary. At the time of each audit
4
standards, monitoring regulations and global insurance programs, appropriate.
are also defined and implemented across the Group.
Each of the Group's divisions has put in place a dedicated
The operating departments also prepare targeted risk analyses organization for managing and monitoring these accreditations on
when new business activities are launched or when the Group a centralized basis. The accreditations are regularly audited by the
responds to calls for tender, assisted by the Technical and Risk authorities concerned.
departments and the Legal, Risk & Compliance department.
The aim of the Technical and Risk departments is to ensure that
Within its networks, the Group's operational risk management the services provided by each Group entity are carried out in
policy aims to increase the number and specialization of technical compliance with Bureau Veritas procedures, particularly
centers. The Group wishes to develop "Bureau Veritas" technical management of conflicts of interest, as regards the application of
standards that can be applied throughout the world, while technical guidelines and methods defined by the Group, and in
satisfying the requirements of countries that apply the most accordance with the regulatory or private terms of reference of
stringent regulations. the accrediting organization.
Application of the risk management policy and the continual The Group has implemented an operating organization for which
changes in services that the Group is asked to provide requires the the degree of centralization depends on the business:
commitment of local networks and risk management officers on
all fronts (technical, quality, legal and compliance), thereby ● in businesses that are managed globally and that offer similar
ensuring that they work together to reduce the risks of services (Marine & Offshore, Certification, Consumer Products
professional civil liability claims against the Group. The goal is to and Government Services, Industry), the Technical and Risk
share the risk management approach and its objectives with departments are centralized and provide the procedures and
operating teams, along with the information needed to take rules to be applied throughout the world;
decisions consistent with the objectives set by the Board of ● in businesses that are managed locally and provide their
Directors. services based on local technical standards, local Technical and
Risk Officers specify the methods to be applied in their
Identifying climate change-related financial risks country/region under the aegis of a central Technical
The main risks related to the Group's activities and financial risks department.
are described in section 1.11 - Risk factors, page 57, and in The various Technical and Risk departments use a structured
section 2.4.3 - Limiting Bureau Veritas' environmental impact, network of Officers in each operating group and each year perform
page 92, of this Registration document. The Company did not a certain number of technical audits to ensure that procedures are
identify any material climate change-related financial risks over complied with and that the rules defined by the Group and the
the short term. methodologies defined locally are respected.
Quality and ISO certification assessment processes, which are mainly conducted via an annual
self-assessment campaign and rounded out by internal and
The Quality, Health, Safety and Environment department is external audits.
responsible for implementing and managing a quality system that
supports the operating and functional entities in their aim to The Compliance Program’s e-learning module is rolled out by a
continually improve the processes that these entities have put in dedicated network of Human Resources managers. A regular
place to meet their clients' needs. These procedures have been reporting system has been put in place under the supervision of
certified to ISO 9001 by an accredited international body. this network, which monitors the number of employees trained in
the Compliance Program each quarter. The aim is to cover 100%
To this end, the Quality, Health, Safety and Environment of the Group’s worldwide employees.
department has a structured network of managers around the
world and at central level. The Group’s Ethics Committee, whose members are appointed by
the Board of Directors, comprises the Chief Executive Officer, the
Chief Financial Officer, the Human Resources Director and the
Human Resources Group Compliance Officer. The Committee oversees the
implementation of the Compliance Program and deals with all of
The Group's Human Resources (HR) department ensures that
the Group’s ethics issues.
manager compensation and evaluation policies are consistent and
fair, while taking into account any particular characteristics of the The Group Compliance Officer uses a network of Compliance
local environment. The process of managing the performance of Officers who act as intermediaries in the Group’s operating
managers is defined by the Group, which verifies that it is groups.
deployed across the network. This ensures that managers are
evaluated and compensated according to known, objective In the operating groups, each unit manager is responsible for the
criteria. The Group’s HR department has put in place career application of the Compliance Program by the staff under his/her
management processes to foster the emergence of high-potential authority, and is supervised and managed by the heads of the
employees and help staff development in general. All data relating operating groups to which he/she reports. For this purpose, it is
to these Group HR processes are managed in an integrated the responsibility of each operating group head to provide a copy
software package. of the Code of Ethics to his/her staff, to oversee their training and
inform them of their duties in simple, practical and concrete
Changes in the total payroll are managed by the Group. These are terms, and to leave them in no doubt that any failure to comply
analyzed every year as part of the budget process to ensure they with the Compliance Program will constitute a serious breach of
are mitigated. Key indicators such as the attrition rate are their professional obligations.
monitored regularly by the Group HR department and action plans
are implemented in conjunction with the network of HR managers. Any alleged breach of the Code of Ethics must be brought to the
attention of the Group Compliance Officer who draws up a related
file and refers the matter to the Ethics Committee so that the
Compliance Program necessary measures can be taken. An internal or external
investigation is carried out and, depending on the findings,
The Group’s active risk management policy is underpinned by a sanctions may be imposed, including the possible dismissal of the
series of values and ethical principles that are shared by all employees in question.
employees. In 2003 Bureau Veritas, a member of the International
Federation of Inspection Agencies (IFIA), adopted a Code of Ethics Internal and external audits are conducted each year on the
applicable to all of the Group’s employees. In compliance with IFIA application of and compliance with the principles of the Code of
requirements, this Code of Ethics sets forth the ethical values, Ethics, and a statement of compliance is issued by an independent
principles and rules on which Bureau Veritas wishes to base its audit firm and sent to the IFIA’s Compliance Committee.
development and growth and to build relationships of trust with
A detailed description of the Compliance Program appears in
its clients, staff, and commercial partners.
section 2.2.1 – Ethics: an “absolute” of this Registration
Bureau Veritas assisted in the roll-out of its Code of Ethics by document. These measures are designed to prevent any actions
putting in place the Compliance Program, a special ethics-focused that are incompatible with the Group's ethical principles. Although
program, of which it is an integral component. The Compliance it endeavors to be vigilant in this regard, no guarantee can be
Program aims to (i) fight against corruption, (ii) monitor the given that these measures are, or have been, complied with in all
integrity of Bureau Veritas services, (iii) prevent conflicts of places and circumstances.
interest, and (iv) comply with applicable antitrust and market
regulations. The Group ensures that the program is effectively
deployed and monitored, and it is regularly broadened to take into
account important legislative and regulatory changes. Changes in internal control and risk
management procedures
The Compliance Program includes a Code of Ethics (available in
32 languages), a manual of internal procedures (available in six In the next few years, the Group will aim for better coordination
languages), a compulsory training program for all staff worldwide and integration between different stakeholders, covering internal
(available primarily as an e-learning module in 16 languages and audits, external financial audits, internal quality audits, health and
supplemented by local training and awareness-raising initiatives), safety audits, audits by accreditation authorities, compliance
a whistleblowing procedure for internal and external ethics audits and technical audits.
violations, a risk mapping process, internal and/or external
assessment procedures for commercial partners coupled with an In terms of risk management, the Group will continue its efforts to
information database and sample contracts, accounting control regularly adapt the risk map methodology in line with changes in
procedures with the allocation of specific accounts for regulated the Group’s environment, businesses and organization.
transactions (gifts, donations, etc.), and regular control and
Components of the Annual Financial Report are identified in this table of contents with the sign
(in millions of euros, except per share data) Notes 2017 2016
Revenue 7 4,689.4 4,549.2
Purchases and external charges 8 (1,394.1) (1,340.3)
Personnel costs 8 (2,449.0) (2,349.9)
Taxes other than on income (46.4) (44.8)
Net (additions to)/reversals of provisions 8 (11.5) (31.7)
Depreciation and amortization 13/14 (203.7) (202.4)
Other operating income and expense, net 8 21.6 29.6
Operating profit 606.3 609.7
Share of profit of equity-accounted companies 15 0.6 0.8
Operating profit after share of profit of equity-accounted
companies 606.9 610.5
Income from cash and cash equivalents 1.3 2.9
Finance costs, gross (88.1) (92.8)
Finance costs, net (86.8) (89.9)
Other financial income and expense, net 9 (16.9) 3.4
Net financial expense (103.7) (86.5)
Profit before income tax 503.2 524.0
Income tax expense 10 (164.8) (188.9)
Net profit from continuing operations 338.4 335.1
Net profit (loss) from discontinued operations 30 (8.6) -
Net profit 329.8 335.1
Non-controlling interests 21.8 15.7
NET PROFIT ATTRIBUTABLE TO OWNERS OF THE COMPANY 308.0 319.4
Earnings per share (in euros):
Basic earnings per share 31 0.71 0.73
Diluted earnings per share 31 0.70 0.73
Note 1 General information 196 Note 20 Trade and other receivables 220
Note 2 Significant events in 2017 196 Note 21 Cash and cash equivalents 221
Note 8 Operating income and expense 207 Note 27 Provisions for liabilities and charges 230
Note 9 Other financial income and expense 208 Note 28 Trade and other payables 231
Acquisitions
In 2017, the main acquisitions carried out by the Group were: ● McKenzie Group Pty Ltd., an Australia-based company
providing mandatory property compliance services.
● Shanghai Project Management Co. Ltd.., a Chinese company
specialized in construction project supervision; Further details of these acquisitions, along with their impacts on
the financial statements, are detailed in Note 12 – Acquisitions
● Siemic, Inc., a US-based testing and certification body for
and disposals.
electrical and electronic equipment;
● Schutter Groep BV, a provider of Inspection, Testing, Financing
Certification and logistical support services to the global The Group refinanced debt for a total amount of USD 355 million
agri-commodities markets; at fixed rates. This transaction on the US private placement
● California code Check, Inc., a US company specialized in market enabled the Group to extend the maturity of its debt by
construction code compliance and building safety; ten years:
● Primary Integration Solutions, Inc., a US company building ● USD 155 million for Bureau Veritas SA as from 2018;
commissioning and operational risk management services for ● USD 200 million for Bureau Veritas Holdings, Inc. as from 2017.
data center facilities;
● IPS Tokai Corporation, a Japanese company specializing in
Dividend payout
automotive electromagnetic compatibility testing; On May 22, 2017, the Group paid out dividends on eligible shares
totaling €239.8 million in respect of 2016.
● Ingeneria, Control y Administracion, SA de C.V. (“INCA”), a
Mexican company specialized in technical supervision of
building and infrastructure projects;
● ICTK Co. Ltd., a South Korean company specialized in smart
payment testing and certification services for mobile devices,
payment cards and point-of-sales terminals;
Principles requiring management input Any residual unallocated goodwill following an acquisition may be
adjusted within 12 months of the acquisition date when the
process of allocating the purchase price to the fair value of the
acquiree’s identifiable assets and liabilities is completed.
3.2 Segment information Goodwill is carried at cost less any accumulated impairment
losses. Impairment losses on goodwill are not reversed. Goodwill is
Segments are defined in accordance with IFRS 8. Reportable not amortized but is tested annually for impairment.
segments correspond to operating segments identified in the
management data reported each month to the chief operating For the purpose of impairment testing, goodwill is allocated to
decision maker. The Group’s chief operating decision maker is its cash-generating units (“CGUs”) or to groups of CGUs. The
Chief Executive Officer. allocation is made to those CGUs or groups of CGUs that are
expected to benefit from the business combination in which the
goodwill arose.
3.3 Operating profit In 2017, the Group decided to align its CGUs with its segment
reporting (by business) and to no longer monitor certain CGUs by
“Operating profit” in the consolidated income statement region. Bureau Veritas has gradually evolved by structuring its
represents all income and expenses that do not result from businesses by global customer segment with a view to better
financing activities, taxes, or equity-accounted companies, and supporting and serving its customers both in France and across
which do not meet the definition of held for sale set out in IFRS 5. the world. It has also put in place global functions in order to
Operating profit includes income and expenses relating to optimize and standardize processes associated with its service
acquisitions (amortization of intangible assets, impairment of offering and functional activities.
goodwill, gains and losses on disposals and discontinued In light of this global management approach, the Group allocates
operations, acquisition fees, earn-out payments) and other items goodwill to each business segment in which it operates.
considered to be non-recurring.
Goodwill is tested for impairment annually or more frequently
when there is an indication that it may be impaired (see Note 11 –
Goodwill).
Key principles in light of the Group’s business
The Group applies the principles set out in IAS 36, especially
activities or financial position IAS 36.97 and IAS 36.98. CGUs included within groups of CGUs
are tested individually for impairment, before testing the Group to
3.4 Fair value estimates which they belong.
The fair value of financial instruments traded on an active market Goodwill is tested for impairment annually or more frequently
(such as derivatives and investments in respect of government when there is an indication that it may be impaired (see Note 11 –
contracts) is based on the listed market price at the end of the Goodwill). When there is an indication that an asset included in a
reporting period. This method corresponds to level 1 in the fair CGU may be impaired, that asset is first tested for impairment and
value hierarchy set out in IFRS 7. any loss in value recognized, before testing the CGU to which it
belongs. Similarly, any losses in value of a CGU are recognized
The fair value of financial instruments not traded on an active before testing the group of CGUs to which the goodwill is
market (e.g., over-the-counter derivatives) is determined using allocated.
valuation techniques. The assumptions used in such calculations
are based on either directly observable inputs such as prices or Any impairment losses are recognized in the currency of the
indirectly observable inputs such as price-based data. This method related goodwill, which corresponds to the currency of the
corresponds to level 2 in the fair value hierarchy set out in IFRS 7. acquired entities. Gains and losses on the disposal of an entity
include the carrying amount of goodwill relating to the entity sold
The fair value of financial instruments not based on observable at the date of the sale.
market data (unobservable inputs) is determined based on
information available within the Group. This method corresponds
to level 3 in the fair value hierarchy set out in IFRS 7.
3.6 Intangible assets
The levels of the fair value hierarchy used to price financial
instruments are set out in Note 34 – Additional financial Intangible assets include the following items:
instrument disclosures.
● customer relationships, brands, concessions, accreditations and
non-competition agreements acquired as part of a business
combination;
3.5 Goodwill
● computer software purchased externally or developed
Goodwill represents the excess of the cost of an acquisition over in-house.
the fair value of the Group’s share of the acquired entity’s net Start-up and research costs are expensed as incurred.
identifiable assets at the acquisition date, and is presented on a
separate line in the statement of financial position.
hedges under IAS 39 is described in the section on cash flow The liabilities are classified under current financial liabilities,
hedges below. except where payment is likely to take place at least 12 months
after the end of the reporting period, in which case they are
classified as non-current items.
Cash flow hedges
When a derivative is designated as an instrument hedging the
variability of cash flows associated with a recognized asset or 3.11 Pension plans and other long-term
liability, or a highly probable forecast transaction, the portion of
the gain or loss on the hedging instrument that is determined to employee benefits
be an effective hedge is recognized directly in equity. The gain or
loss recognized directly in equity is reclassified to profit or loss in The Group’s companies have various long-term obligations
the same period or periods during which the hedged transaction towards their employees for termination benefits, pension plans
itself affects profit or loss (such as in the periods that the foreign and long-service awards.
exchange gain or loss is recognized). The portion of the gain or loss The Group has both defined benefit and defined contribution
relating to the ineffective portion of the hedge is recognized plans.
immediately in profit or loss.
To hedge the currency risk on borrowings taken out in US dollars Defined contribution plans
and pounds sterling, the Group entered into currency swaps in
2008. These transactions have been designated as cash flow A defined contribution plan is a pension plan under which the
hedges since inception, as they meet all of the hedge accounting Group pays fixed contributions into a designated pension fund.
criteria set out in IAS 39. The Group has no legal or constructive obligation to pay further
contributions if the fund does not hold sufficient assets to pay all
employees the benefits relating to employee service in current
and prior periods.
3.10 Financial liabilities
For defined contribution plans, the Group pays contributions to
publicly or privately administered pension insurance plans on a
Borrowings mandatory, contractual or voluntary basis. The Group has no
further payment obligations in excess of these contributions. The
Borrowings are initially recognized at fair value net of transaction contributions are recognized in personnel costs when they fall due.
costs incurred, and subsequently stated at amortized cost. Prepaid contributions are recognized as an asset to the extent
Interest on borrowings is recorded in the income statement under that they result in a cash refund or a reduction in future payments.
“Finance costs, gross” using the effective interest method. Debt
issuance costs are recorded as a reduction of the carrying amount Defined benefit plans
of the related debt and are amortized through profit or loss over
the estimated term of the debt using the effective interest A defined benefit plan is a pension plan that is not a defined
method. contribution plan. An example is a plan that defines the amount of
the pension an employee will receive on retirement, usually
Borrowings are classified as current liabilities in the statement of dependent on one or more factors such as age, years of service
financial position unless the Group has an unconditional right to and compensation.
defer settlement of the liability for at least 12 months after the
end of the reporting period, in which case they are classified as The liability recognized in the statement of financial position in
non-current. respect of defined benefit plans is the present value of the defined
benefit obligation at the end of the reporting period less the fair
value of plan assets.
Liabilities relating to put options granted to
holders of non-controlling interests The defined benefit obligation is calculated annually by
independent actuaries using the projected unit credit method. The
Put options granted to holders of non-controlling interests in present value of the defined benefit obligation is determined by
subsidiaries that do not transfer the related risks and rewards give discounting the estimated future cash outflows based on the yield
rise to the recognition of a liability for the present value of the on investment-grade corporate bonds that are denominated in the
most likely exercise price calculated using a risk-free interest rate. currency in which the benefits will be paid and that have terms to
This debt is recognized within financial liabilities; the adjusting maturity approximating the terms of the related pension liability.
entry is posted to equity attributable to non-controlling interests
for the carrying amount and to equity attributable to owners of Actuarial gains and losses arising from experience adjustments
the Company for the residual balance. and changes in actuarial assumptions when estimating pension
obligations are recognized in equity in the consolidated statement
In the absence of specific IFRS guidance, the Group complies with of comprehensive income in the period in which they arise.
the recommendations issued by the AMF in 2009. Accordingly,
subsequent changes in the liability are also recognized in equity
attributable to non-controlling interests for their carrying amount
and in equity attributable to owners of the Company for the
residual balance (including the impact of unwinding the discount).
The corresponding cash flows are presented as relating to
financing activities in the statement of cash flows.
The acquisition method is used to account for acquisitions of 3.16 Translation of the financial statements
subsidiaries by the Group. The cost of an acquisition is measured
as the fair value of the assets given, equity instruments issued and of foreign subsidiaries
liabilities incurred or assumed at the date of exchange. Costs
directly attributable to the acquisition are expensed as incurred. Functional and presentation currency
Identifiable assets acquired and liabilities and contingent liabilities Items included in the financial statements of each of the Group’s
assumed in a business combination are measured initially at their entities are measured using the currency of the primary economic
fair value at the acquisition date. For each acquisition, the Group environment in which the entity operates (“functional currency”).
measures non-controlling interests either at fair value or at their The consolidated financial statements are presented in millions of
share in net identifiable assets. The excess of the cost of an euros, which is the Company’s functional and presentation
acquisition plus any non-controlling interests in the acquiree over currency.
the fair value of the Group’s share of the net identifiable assets
acquired is recognized as goodwill (see Note 11 – Goodwill). If the
fair value of the net assets of the subsidiary acquired exceeds the Foreign subsidiaries
net cost of the acquisition plus any non-controlling interests in the
acquired entity, the difference is recognized directly in the income The functional currency of foreign subsidiaries is the local currency
statement. of the country in which they operate. No country in which
significant Bureau Veritas subsidiaries or branches are located was
In accordance with IFRS 3 (revised), the Group has 12 months considered to be a hyper-inflationary economy in 2016 or 2017.
from the acquisition date to finalize the allocation of the purchase
price to the fair values of the acquiree’s identifiable assets and Assets and liabilities of foreign subsidiaries are translated into
liabilities. euros at the closing exchange rate (excluding monetary items),
while income and expense items are translated at average
Intra-group transactions, as well as unrealized gains or losses on exchange rates for the year. All resulting currency translation
transactions between Group companies, are eliminated in full. All differences are recognized under “Currency translation reserves”
companies are consolidated based on their financial position at within equity. Where several exchange rates exist, the rate
the end of each reporting period presented, and their accounting adopted is the rate used for dividend payments.
policies are aligned where necessary with those adopted by the
Group. When a foreign operation is sold, the currency translation
differences that were initially recorded in equity are recognized in
the income statement as part of the gain or loss on the sale.
Non-controlling interests Goodwill and fair value adjustments arising on the acquisition of a
Acquisitions and disposals of investments that do not result in foreign operation as well as financing for which repayment is
gain or loss of control are recognized in consolidated equity within neither planned nor likely in the foreseeable future are accounted
“Other movements” as transfers between equity attributable to for as assets and liabilities of the foreign operation and translated
owners of the Company and equity attributable to non-controlling into euros at the closing exchange rate. Currency translation
interests, with no impact on the income statement. The differences initially recognized in equity are not transferred to
corresponding cash flows are presented within cash flows relating “Gains (losses) on disposals of businesses” for partial repayments
to financing activities in the statement of cash flows. The of financing accounted for as a liability of a foreign operation.
corresponding costs are accounted for in the same way.
Joint ventures
Joint ventures are companies controlled jointly by the Group
pursuant to an agreement concluded with a view to carrying on a 3.18 Property, plant and equipment
business activity over an average period of three to four years. The
consolidated financial statements include the Group’s All items of property, plant and equipment except for land are
proportionate interest in the assets, liabilities, income and stated at historical cost less accumulated depreciation and
expenses of joint ventures. Similar items are combined line-by-line impairment losses. Historical cost includes expenditure that is
from the date joint control is effective until the date on which it directly attributable to the acquisition or construction of the
ceases. assets, in particular borrowing costs directly attributable to the
acquisition or production of property, plant and equipment arising
in the period preceding the one in which the assets concerned are
brought into service. Subsequent expenditure is included in an
asset’s carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that the future economic
benefits associated with the asset will flow to the Group and the
3.26 Trade payables Bureau Veritas acquires minor items of equipment under finance
leases that transfer to the Group substantially all the risks and
Trade payables are carried at fair value. All of the Group’s trade rewards of ownership. These assets are reported as property,
payables have maturities of one year or less and are classified plant and equipment for an amount equal to the estimated
under current liabilities. present value of future minimum lease payments. The
corresponding liabilities are included in bank borrowings and debt.
3.27 Leases
3.28 Dividends paid
Leases under which the majority of the risks and rewards of
ownership are retained by the lessor are classified as operating Dividends paid to the Company’s shareholders are recognized as a
leases. Payments made under operating leases are charged to the liability in the Group’s financial statements in the period in which
income statement on a straight-line basis over the lease term. the dividends are approved by the Company’s shareholders.
Adjusted attributable net profit is defined as net profit attributable to owners of the Company adjusted for income and expenses relating
to acquisitions and other non-recurring items, net of tax.
Free cash flow relates to net cash generated from operations adjusted for net purchases of property, plant and equipment, intangible
assets and interest paid.
Adjusted net financial debt is defined in Note 24 – Borrowings and financial debt.
Counterparty risk
Counterparty risk arising on trade receivables is limited due to the
large number of clients and the broad range of businesses and
countries concerned (France and international).
The financial instruments potentially exposing the Group to less. Cash and cash equivalents totaling €364.3 million are spread
counterparty risk are mainly cash and cash equivalents and among the Group’s subsidiaries, thereby limiting concentration
derivative financial instruments. Counterparty risk arising on risk. Financial transactions are chiefly entered into by Bureau
financial institutions is limited thanks to the Group’s policy of Veritas SA with a limited number of investment grade banks under
pooling cash with the parent company wherever possible and FBF-type or similar master arrangements.
restricting the type and term of investments to three months or
“Other external services” comprises various costs such as costs In 2017, “Other operating income and expense” includes income of
relating to temporary staff, telecommunications, insurance €10.3 million corresponding to the 2017 CICE tax credit (2016:
premiums and fees. €8.9 million ), as well as income of €2.5 million corresponding to
the research tax credit (2016: €2.7 million). Unpaid contingent
“Other employee-related expenses” includes the cost of stock
consideration on acquisitions in previous years is also included in
options and performance shares, as well as costs relating to
this caption for a net amount of €1.0 million in 2017 (2016:
long-term employee benefits.
€3.2 million).
In 2017, the interest rate component of gains and losses on €1.1 million (2016: total income of €0.4 million) and was recorded
foreign currency derivatives represented total income of within “Finance costs, gross”.
Income tax expense on consolidated revenue amounted to remeasured to reflect the decrease in the US tax rate approved at
€164.8 million in 2017 compared to €188.9 million in 2016. The the end of 2017.
effective tax rate, corresponding to the income tax expense
The Group, assisted by its advisors, deems that the provisions for
divided by the amount of pre-tax profit, was 32.8% in 2017
liabilities relating to all ongoing tax disputes presented in its
compared with 36.0% in 2016.
financial statements reflect the best estimate of the potential
The adjusted effective tax rate was 31.8% (2016: 34.6%). This consequences of those disputes.
year-on-year decrease of 2.8 percentage points reflects a
Deferred tax represents income of €24.2 million in 2017 (2016:
combination of one-off items, including the refund in 2017 of the
income of €10.6 million), and essentially corresponds to the
dividend contribution after this was declared null and void by the
reversal of a deferred tax liability on non-deductible amortization
French Constitutional Court. The Group’s deferred taxes were
charged against customer relationships.
2017 2016
(€ millions) Before tax Tax After tax Before tax Tax After tax
Currency translation differences (217.1) (217.1) 53.2 53.2
Actuarial gains/(losses) (3.4) 2.2 (1.2) (19.1) 3.6 (15.5)
Cash flow hedges 0.6 (0.2) 0.4 (0.8) 0.3 (0.5)
5
Note 11 Goodwill
Impairment testing methodology Following these organizational and reporting changes, the Group
reviewed its CGUs in light of accounting standards (strategy, cash
The Group tests goodwill for impairment at the end of each flow generation, operational management, decision centers) and
reporting period, and whenever there is an indication that it may adapted its current structure of CGUs and groups of CGUs for the
be impaired. In order to do so, goodwill is allocated to upcoming impairment tests.
cash-generating units (CGUs) or groups of CGUs. It decided to align its groups of CGUs with its operating segments.
In 2017, the Group carried out an in-depth review of the groups of In practice, as from 2017 the Group now allocates goodwill to
CGUs identified for its different businesses. This review followed six CGUs or groups of CGUs:
changes made to the Group’s organizational structure and
reporting processes two years ago: ● Marine & Offshore;
INCREASE IN SHAREHOLDINGS
The purchase price for acquisitions made in 2017 was allocated to the acquirees’ identifiable assets, liabilities and contingent liabilities at
the end of the reporting period, based on information and provisional valuations available at that date.
The table below was drawn up prior to completing the final purchase price accounting for companies acquired in 2017:
In 2017, the purchase price for acquisitions includes additional The residual unallocated goodwill is chiefly attributable to the
interests purchased in Unicar. As a result, Unicar is now fully human capital of the companies acquired and the significant
consolidated and no longer equity-accounted as in the previous synergies expected to result from these acquisitions.
period.
Fair value adjustments relating to the main acquisitions carried
The main items of goodwill in the period concern: out in 2016 whose final accounting was completed in 2017, are
recognized in the 2017 consolidated financial statements.
● Primary Integration Solutions, Inc. for €33.0 million;
The Group’s acquisitions were paid exclusively in cash.
● Shanghai Project Management Co. Ltd. for €20.6 million.
The impact of these acquisitions on cash and cash equivalents for the period was as follows:
The amount of €164.8 million shown on the “Acquisitions of subsidiaries” line of the consolidated statement of cash flows includes
€5.9 million in acquisition-related fees paid.
Start of exercise
(€ millions) December 2017 December 2016 period Price calculation reference
Matthews Daniel Price of the 81.1% interest
- 1.0 2015 acquired in 2014
Shandong Chengxin Engineering 2017 Average 2016 and 2017
30.0 18.8 accounts close EBIT multiple
Ningbo 2016 Average 2015 and 2016
- 7.6 accounts close EBIT multiple
Shanghai TJU 2017 Average 2015, 2016 and
2.8 3.1 accounts close 2017 EBIT multiple
Chongqing Liansheng 2018 Average 2016, 2017 and
10.5 11.2 accounts close 2018 EBIT multiple
Shanghai Project Management 2019 Average 2017, 2018 and
20.6 accounts close 2019 EBIT multiple
ICTK 2019 Average 2017, 2018 and
3.4 accounts close 2019 EBIT multiple
Primary Integration Solutions 2021
24.2 accounts close 2021 EBIT multiple
TOTAL 91.5 41.7
Non-current 58.7 33.1
Current 32.8 8.6
New options granted along with changes in the price of existing Options exercised had a positive €3.4 million impact on the
options had a negative €58.4 million impact on the “Other “Repayment of amounts owed to shareholders” line of the
movements” line in the consolidated statement of changes in consolidated statement of cash flows.
equity.
Comparative data
In 2017, Bureau Veritas acquired companies and groups with The table below shows the Group’s key financial indicators
aggregate annual revenue of around €142.9 million for the year including major acquisitions for the period as if they had been
(2016: €124.2 million) and operating profit before amortization of included in the consolidated financial statements at
intangible assets resulting from business combinations of around January 1, 2017. Operating profit includes 12-month amortization
€21.8 million (2016: €21.3 million). charged against intangible assets resulting from the business
combinations.
The main acquisitions carried out in 2017 do not have a material impact on comparative indicators in the consolidated statement of cash
flows.
Disposals
The Group sold its Swedish subsidiary LW Cargo Survey in December 2017.
The table below shows the impacts on the statement of financial position and income:
Currency
translation
Changes in differences
December Acquisitions scope of and other December
(€ millions) 2016 /Additions Disposals consolidation movements 2017
Customer relationships 999.2 - (2.8) 80.7 (85.6) 991.5
Brands 67.2 - - - (3.3) 63.9
Non-competition agreements 37.9 - - - (2.5) 35.4
Other intangible assets 160.2 12.1 (3.7) 1.5 26.5 196.6
Intangible assets in progress 20.3 16.4 - - (28.2) 8.5
Gross value 1,284.8 28.5 (6.5) 82.2 (93.1) 1,295.9
Customer relationships (428.4) (71.4) 2.7 - 29.7 (467.4)
Brands (52.3) (3.4) - - 3.1 (52.6)
Non-competition agreements (23.2) (2.3) - - 1.6 (23.9)
Other intangible assets (94.1) (21.2) 1.2 - 2.3 (111.8)
Accumulated amortization and impairment (598.0) (98.3) 3.9 - 36.7 (655.7)
Customer relationships 570.8 (71.4) (0.1) 80.7 (55.9) 524.1
Brands 14.9 (3.4) - - (0.2) 11.3
Non-competition agreements 14.7 (2.3) - - (0.9) 11.5
Other intangible assets 66.1 (9.1) (2.5) 1.5 28.8 84.8
Intangible assets in progress 20.3 16.4 - - (28.2) 8.5
INTANGIBLE ASSETS, NET 686.8 (69.8) (2.6) 82.2 (56.4) 640.2
Currency
translation
Changes in differences
December Acquisitions scope of and other December
(€ millions) 2015 /Additions Disposals consolidation movements 2016
Customer relationships 873,4 - - 92,0 33,8 999,2
Brands 61,7 - - 4,2 1,3 67,2
Non-competition agreements 37,2 - - - 0,7 37,9
Other intangible assets
Intangible assets in progress
131,4
13,9
12,4
18,6
(1,6)
-
1,2
-
16,8
(12,2)
160,2
20,3 5
Gross value 1 117,6 31,0 (1,6) 97,4 40,4 1 284,8
Customer relationships (343,2) (72,5) - - (12,7) (428,4)
Brands (48,6) (2,9) - - (0,8) (52,3)
Non-competition agreements (18,4) (4,1) - - (0,7) (23,2)
Other intangible assets (78,0) (15,8) 1,5 (1,1) (0,7) (94,1)
Accumulated amortization and impairment (488,2) (95,3) 1,5 (1,1) (14,9) (598,0)
Customer relationships 530,2 (72,5) - 92,0 21,1 570,8
Brands 13,1 (2,9) - 4,2 0,5 14,9
Non-competition agreements 18,8 (4,1) - - - 14,7
Other intangible assets 53,4 (3,4) (0,1) 0,1 16,1 66,1
Intangible assets in progress 13,9 18,6 (12,2) 20,3
INTANGIBLE ASSETS, NET 629,4 (64,3) (0,1) 96,3 25,5 686,8
All of the amounts allocated to “Changes in scope of Research and development costs expensed in 2017 totaled
consolidation” in 2017 and 2016 relate to the acquisitions €10.9 million (2016: €11.1 million) and chiefly concern the
respectively carried out in that year. When the value of customer Marine & Offshore business in France (€8.9 million) and Maxxam
relationships is adjusted in the year following their acquisition, the operations in Canada (€2.0 million).
amount of the adjustment is recognized in “Other movements”.
Amortization charged against intangible assets totaled
€98.3 million in 2017 and €95.3 million in 2016.
Currency
Changes in translation
December Acquisitions/ scope of differences and December
(€ millions) 2016 Additions Disposals consolidation other movements 2017
Land 19.3 - - - (1.1) 18.2
Buildings 64.0 4.7 (5.4) 1.5 (1.8) 63.0
Fixtures and fittings, machinery and
equipment 954.1 58.8 (46.6) 6.9 (30.5) 942.7
IT equipment and other 284.8 21.9 (18.9) 6.3 (17.2) 276.9
Construction in progress 33.5 30.0 - - (38.7) 24.8
Gross value 1,355.7 115.4 (70.9) 14.7 (89.3) 1,325.6
Land - - - - -
Buildings (30.4) (2.3) 1.6 (0.6) 1.3 (30.4)
Fixtures and fittings, machinery and
equipment (598.0) (77.8) 41.4 (4.3) 36.1 (602.6)
IT equipment and other (208.7) (25.3) 15.9 (4.7) 16.5 (206.3)
Construction in progress - - - - - -
Accumulated depreciation and impairment (837.1) (105.4) 58.9 (9.6) 53.9 (839.3)
Land 19.3 - - - (1.1) 18.2
Buildings 33.6 2.4 (3.8) 0.9 (0.5) 32.6
Fixtures and fittings, machinery and
equipment 356.1 (19.0) (5.2) 2.6 5.6 340.1
IT equipment and other 76.1 (3.4) (3.0) 1.6 (0.7) 70.6
Construction in progress 33.5 30.0 - - (38.7) 24.8
PROPERTY, PLANT AND EQUIPMENT, NET 518.6 10.0 (12.0) 5.1 (35.4) 486.3
Currency
Changes in translation
December Acquisitions/ scope of differences and December
(€ millions) 2015 Additions Disposals consolidation other movements 2016
Land 20.0 2.5 (4.2) - 1.0 19.3
Buildings 52.2 4.5 (2.2) 9.0 0.5 64.0
Fixtures and fittings, machinery and
equipment 851.5 61.2 (22.7) 12.7 51.4 954.1
IT equipment and other 272.6 25.2 (22.8) 6.3 3.5 284.8
Construction in progress 41.0 32.1 - - (39.5) 33.5
Gross value 1,237.2 125.5 (51.9) 28.0 16.9 1,355.7
Land - - - - - -
Buildings (23.5) (2.0) 1.0 (6.0) 0.1 (30.4)
Fixtures and fittings, machinery and
equipment (519.0) (77.4) 17.8 (7.8) (11.6) (598.0)
IT equipment and other (196.2) (27.7) 20.3 (4.8) (0.3) (208.7)
Construction in progress (0.6) - - - 0.6 -
Accumulated depreciation and impairment (739.3) (107.1) 39.1 (18.6) (11.2) (837.1)
Land 20.0 2.5 (4.2) - 1.0 19.3
Buildings 28.7 2.5 (1.2) 3.0 0.6 33.6
Fixtures and fittings, machinery and
equipment 332.5 (16.2) (4.9) 4.9 39.8 356.1
IT equipment and other 76.4 (2.5) (2.5) 1.5 3.2 76.1
Construction in progress 40.4 32.1 - - (38.9) 33.5
PROPERTY, PLANT AND EQUIPMENT, NET 497.9 18.4 (12.8) 9.4 5.7 518.6
Based on criteria used by the Group (revenue, total assets and contribution to consolidated net profit), these investments are not deemed
material.
Analysis of deferred income tax by maturity (€ millions) December 2017 December 2016
Deferred income tax assets
Non-current 86.8 83.7
Current 51.6 59.2
Total 138.4 142.9
Deferred income tax liabilities
Non-current
Current
(124.4)
(18.9)
(146.3)
(18.5)
5
Total (143.3) (164.8)
NET DEFERRED INCOME TAX LIABILITIES (4.9) (21.9)
Deferred taxes at December 31, 2017 are presented after offsetting deferred tax assets and deferred tax liabilities relating to the same
taxable entity.
Movements in deferred taxes during the year were as follows:
Net changes in deferred taxes during the year are shown below before offsetting at the level of taxable entities:
Deferred tax assets on tax loss carryforwards were calculated At December 31, 2017, cumulative unrecognized tax loss
based on estimated future earnings of the loss-making carryforwards totaled €123.7 million, of which €23.1 million arose
subsidiaries. The calculation was made by reference to the 2018 in 2017 (December 31, 2016: €119.2 million, of which
budget and updated information taken from the 2020 strategic €22.8 million arose in 2016).
plan, both of which were drawn up in the last quarter of 2017. The
The tax impact of these tax loss carryforwards was €31 million, of
timeframe used for these forecasts was within the period allowed
which €5.3 million arose in 2017 (December 31, 2016:
by each country for the carry-forward of tax losses (pursuant to
€30.8 million, of which €6.1 million arose in 2016).
IAS 12.34).
Other deferred taxes relate mainly to non-deductible accrued
charges and provisions.
All of the Group’s investments in non-consolidated companies correspond to shares acquired in unlisted companies.
The Group has set up multi-currency foreign exchange derivatives hedging the euro. These instruments are set up on a centralized basis and
are designed to protect the Group against currency risk arising mainly on intra-group loans and a portion of its external debt.
The foreign exchange derivatives maturing within one year (currency swaps and forward purchases and sales) in place at
December 31, 2017 were as follows:
Currency
USD
Notional amount (millions of currency units)
287.0
Fair value of derivatives (€ millions)
(2.8) 5
CAD (97.8) 1.5
ZAR (139.3) (0.4)
SGD (100.6) 0.4
RUB 42.2 -
PLN 4.8 -
JPY 1,178.2 (0.1)
GBP (64.8) 0.3
CNY (276.7) (0.2)
AUD 60.5 (1.3)
SEK (113.4) (0.2)
DKK (95.3) -
CZK (146.0) -
NOK (45.1) -
CHF (3.9) -
NET LIABILITY (2.8)
The Group had no interest rate hedges at the reporting date. No material ineffective portion was recognized in net financial
expense in 2017 in respect of cash flow hedges.
A negative residual balance of €2.2 million was carried in equity at
end-2017 in respect of changes in the fair value of cash flow In accordance with IFRS 13, the fair value of derivative
hedges. This will be reclassified to net financial expense as and instruments takes into account the Company's own credit risk on
when the hedged cash flows affect profit or loss. derivative instruments with a negative fair value and its
counterparty risk on derivatives with a positive fair value. The
Interest expense on currency hedges classified as cash flow
impact on fair value of this change in estimate is recognized in the
hedges amounted to €0.3 million in 2017.
income statement for the period and is not material.
The Group considers that the fair value of its receivables There is little concentration of credit risk resulting from the
approximates their carrying amount as they all fall due within one Group’s trade receivables due to the significant number of clients
year. and their geographic diversity.
The table below presents an aged balance of trade and other receivables for which no impairment provisions have been set aside:
The Group considers that cash and cash equivalents primarily accounts are difficult or even impossible to put in place (e.g., South
comprise available cash. Korea, India, China, Benin and Angola). In this case, cash at bank
and on hand is repatriated when dividends are paid.
Marketable securities correspond to units in monetary mutual
funds (SICAV) which meet the definition of cash and cash Cash that cannot be pooled represents only around 3% of cash at
equivalents set out in IAS 7. bank and on hand and is defined as cash balances in countries
which forbid or severely restrict transfers of cash. This concerns
Most of the “Cash at bank and on hand” item is considered to
just two countries: Iran and Venezuela.
represent available cash. In all, 45% of the Group's cash at bank
and on hand is located in 67 countries where loans or current
Net cash and cash equivalents as reported in the consolidated statement of cash flows comprise:
MOVEMENTS IN OPTIONS
Out of the total number of outstanding options at each year-end, 3,043,353 options were exercisable at end-2017 (end-2016:
3,230,260 options).
Number of options
Exercise price
Expiration date (in euros per option) December 2017 December 2016
07/03/2009 Plan 07/03/2017 8.75 - 234,000
07/23/2010 Plan 07/23/2018 11.58 216,000 312,000
07/18/2011 Plan 07/18/2019 14.42 186,000 368,000
12/14/2011 Plan 12/14/2019 13.28 78,480 78,480
07/18/2012 Plan 07/18/2020 17.54 817,546 1,126,186
07/22/2013 Plan 07/22/2021 21.01 1,021,594 1,111,594
07/16/2014 Plan 07/16/2022 20.28 723,733 771,527
07/15/2015 Plan 07/15/2025 20.51 1,239,386 1,248,250
06/21/2016 Plan 06/21/2026 19.35 400,224 1,300,400
06/21/2017 Plan 06/21/2027 20.65 1,229,060 -
NUMBER OF OPTIONS AT DECEMBER 31 5,912,023 6,550,437
The USD 200 million bank financing facility was repaid on Gross debt decreased by €633.4 million between
September 1, 2017 by means of a US Private Placement issue for December 31, 2016 and December 31, 2017, to €2,449.0 million.
an equivalent amount.
This decrease chiefly reflects the redemption of the €500 million
The Group contracted a US Private Placement which will be drawn bond issue maturing in May 2017, which had been pre-financed in
on July 16, 2018 and used to roll over the USD 155 million Private 2016.
Placement due on the same date.
Negative cash flows totaling €555.1 million reflect: ● a negative amount of €11.4 million relating to the change in
accrued interest, shown on the “Interest paid” line of the
● €0.7 million relating to the change in bank overdrafts, which are
consolidated statement of cash flows.
included in the change in cash and cash equivalents in the
consolidated statement of cash flows;
In the table above, interest takes into account the impact of debt Available financing
hedging (currency derivatives).
At December 31, 2017, virtually all of the Group’s gross debt At December 31, 2017, a total of €450 million is available under
related to the facilities described below. the syndicated facility.
Breakdown by currency
Current and non-current bank borrowings and debt can be analyzed as follows by currency:
The GBP tranches of the 2008 US Private Placement were converted into euros using a currency swap and are therefore included on the
“Euro (€)” line. Derivative financial instruments are described in further detail in Note 19 – Derivative financial instruments.
The contractual repricing dates for floating rates are six months or less. The reference rates used are Euribor for floating-rate borrowings in
euros and USD Libor for floating-rate borrowings in US dollars.
The interest rates applicable to the Group's floating-rate bank borrowings and the margins at the end of the reporting period are detailed
below:
Effective interest rates approximate nominal rates for all financing facilities.
Analyses of sensitivity to changes in interest and exchange rates as defined by IFRS 7 are provided in Note 34 – Additional financial
instrument disclosures.
The €57.4 million recorded in “Other” in other current financial ● €30.1 million relating to dividends payable to former
liabilities includes: shareholders of our Chinese subsidiaries acquired in 2017 and
2016.
● €14.3 million relating to a financial liability in connection with
bidding operations in China. The amounts received are to be
paid over to candidates at the end of the bidding process;
(€ millions)
Present value of defined benefit obligations
Of which pension benefits
December 2017
217.4
100.4
December 2016
203.4
90.4
5
Of which termination benefits 79.6 77.0
Of which long-service awards 37.4 36.0
Fair value of plan assets (27.3) (25.1)
DEFICIT/SURPLUS 190.1 178.3
Pension benefits
The amounts recognized in the statement of financial position in respect of pension benefit obligations were computed as follows:
The table below shows the amounts recognized in the income statement:
The actual return on plan assets was €0.8 million in 2017 versus €1.1 million in 2016.
Movements in the benefit obligation during the period were as follows:
Movements in the fair value of plan assets during the period were as follows:
Data for 2017 and 2016 represent the weighted average rate for rates used by the four countries of the Group with the most
the four aforementioned countries. significant obligations. At December 31, 2017, the benefit
obligation relating to France, which represented the Group’s most
Assumptions concerning future mortality rates are based on
significant obligation, totaled €62.9 million (end-2016:
published statistics and historical data for each geographical
€52.6 million). The discount rate used for France in 2017 was
region. INSEE 2012/2014 tables were used for benefit obligations
1.70%. An increase of 0.5% in the discount rate would reduce the
in France.
obligation for France by 7.8%. A decrease of 0.5% in the discount
The discount rate corresponds to the yield on investment grade rate would increase the obligation for France by 8.5%.
corporate bonds (iBoxx Corporate € AA) and is the average of the
Termination benefits
The Group’s obligations for termination benefits generally relate to lump-sum payments made to employees on retirement. However, in
certain countries these obligations also include termination benefits payable to employees who are not retiring. These benefits are covered
by unfunded plans.
Movements in the related benefit obligation during the period were as follows:
The discount rate corresponds to the yield on investment grade significant obligation, totaled €60.8 million (end-2016:
corporate bonds (iBoxx Corporate € AA) and is the average of the €57.0 million). The discount rate used for France in 2017 was
rates used by the four countries of the Group with the most 1.56%. An increase of 0.5% in the discount rate would reduce the
significant obligations. At December 31, 2017, the benefit obligation for France by 7.2%. A decrease of 0.5% in the discount
obligation relating to France, which represented the Group’s most rate would increase the obligation for France by 7.7%.
Long-service awards
Movements in the Group’s obligation relating to long-service awards were as follows:
The discount rate corresponds to the yield on investment grade €23.4 million (end-2016: €22.1 million). The discount rate used for
corporate bonds and is the average of the rates used by the four France in 2017 was 1.30%. An increase of 0.5% in the discount
countries of the Group with the most significant obligations. At rate would reduce the obligation for France by 5.7%. A decrease
December 31, 2017, the benefit obligation relating to France, of 0.5% in the discount rate would increase the obligation for
which represented the Group’s most significant obligation, totaled France by 6.1%.
Currency
translation
Utilized Surplus Changes in differences
December provisions provisions Impact of scope of and other December
(€ millions) 2016 Additions reversed reversed discounting consolidation movements 2017
Provisions for
contract-related disputes 57.8 4.1 (10.9) (2.2) 0.7 - (2.3) 47.2
Other provisions for
liabilities and charges 63.8 26.5 (14.6) (10.1) - 2.1 (5.3) 62.4
TOTAL 121.6 30.6 (25.5) (12.3) 0.7 2.1 (7.6) 109.6
Provisions for contract-related disputes Based on the insurance coverage in place and the latest available
information, and having received advice from counsel, the Group
In the ordinary course of business, the Group is involved with does not believe these disputes will have a material adverse
regard to some of its activities in a number of litigation impact on its consolidated financial statements.
proceedings seeking to establish its professional liability in
connection with services provided. Although the Group takes care
to manage risks and the quality of the services it provides, some Otherprovisions for liabilities and charges
services may give rise to claims and result in financial penalties.
Changes in provisions for contract-related disputes result from Other provisions for liabilities and charges include provisions for
changes in estimates and reflect developments in litigation restructuring, tax risks, losses on completion and miscellaneous
proceedings during the period and newly identified risks which, in other provisions, the amounts of which are not material taken
view of the Group’s insurance coverage, are not material taken individually.
individually. Provisions may be set aside to cover the expenses The Group set aside an additional amount of €26.5 million under
resulting from such proceedings and are calculated taking into other provisions for liabilities and charges and wrote back
account the Group’s insurance policies. provisions in an amount of €24.7 million, representing a net
In 2017, the Group decided to recognize a provision for some of increase of €1.8 million. Provisions relating to restructuring
these risks in an amount of €4.1 million (2016: €10.2 million) in increased by €1.6 million over the period, while provisions for tax
light of the progress of certain claims. risks decreased by €2.1 million. The remaining changes over the
period include provisions booked for losses on contracts and
The calculation of provisions for liabilities and charges at provisions relating to other operational risks.
December 31, 2017 reflects changes in the one-off dispute arising
in 2004 in relation to the construction of a hotel and shopping Regarding ongoing tax disputes at the level of Bureau Veritas SA
complex in Turkey. The amount booked for the dispute arising in and at the level of the other legal entities, the Group, having taken
2004 concerning the Gabon Express airplane crash remained advice from its counsel, deems that the provisions for other
unchanged during the year. A detailed description of the status of liabilities presented in its financial statements reflect the best
these disputes is provided in section 1.12 – Legal, administrative, assessment of the potential consequences of these disputes.
government and arbitration procedures and investigations in the There are no legal, administrative, government and arbitration
2017 Registration document. procedures and investigations (including any proceedings of which
For specific risks relating to the Government Services business
described in section 1.11 – Risk factors, the Group, after taking
advice from its counsel, considers that the provisions accrued in
the Company is aware that are pending or with which the Group is
threatened) that could have, or have had over the last 12 months,
a material impact on the Group’s financial position or profitability.
5
respect of the disputes in progress are adequate.
Prepaid income primarily corresponds to amounts invoiced on contracts in progress for services that have not yet been performed.
The assets and liabilities of the discontinued operation were reclassified to specific lines of the statement of financial position at their
carrying amount following their remeasurement to fair value:
The impact of discontinued operations on cash and cash equivalents for the period as well as on indicators in the consolidated statement of
cash flows was not material.
The table below shows the various components of “Profit (loss) on discontinued operations”:
2017 2016
Net profit attributable to owners of the Company (€ thousands) 308,003 319,445
Weighted average number of ordinary shares outstanding (in thousands) 436,423 437,148
BASIC EARNINGS PER SHARE (€) 0.70 0.73
Diluted earnings per share based on the exercise price and the fair value of the subscription
rights attached to the outstanding stock options. The number of
Diluted earnings per share is calculated by adjusting the weighted shares calculated as above is then compared with the number of
average number of ordinary shares outstanding to reflect the shares that would have been issued had the stock options been
conversion of dilutive potential ordinary shares. exercised.
Performance shares are potential ordinary shares whose award is
The Company has two categories of dilutive potential ordinary
shares: stock subscription options and performance shares.
For stock subscription options, a calculation is carried out in order
contingent on having completed a minimum period of service and
achieving a series of performance targets. The performance
shares taken into account are those that could have been issued
5
to determine the number of shares that could have been issued assuming December 31 was the end of the vesting period.
2017 2016
Net profit attributable to owners of the Company (€ thousands) 308,003 319,445
Weighted average number of ordinary shares outstanding (in thousands) 436,423 437,148
DILUTED EARNINGS PER SHARE (€) 0.71 0.73
Guarantees given
Guarantees given break down as follows by amount and maturity:
Due between
(€ millions) Total Due within 1 year 1 and 5 years Due beyond 5 years
At December 31, 2017 356.8 207.6 116.9 32.3
At December 31, 2016 421.2 231.2 165.8 24.2
Guarantees given include bank guarantees and parent company They usually represent a percentage of the contract price –
guarantees: generally around 10%;
● Bank guarantees: these are primarily bid and performance ● Parent company guarantees: these concern performance bonds
bonds. which may be for a limited amount and duration or an unlimited
amount. The amount taken into account to measure
● bid bonds cover their beneficiaries in the event that a
performance bonds for an unlimited amount is the total value of
commercial offering is withdrawn, a contract is not signed, or
the contract.
requested guarantees are not provided,
At December 31, 2017 and 2016, the Group considered that the
● performance bonds guarantee the buyer that the Group will
risk of a cash outflow on these guarantees was low.
meet its contractual obligations as provided under contract.
Transition to IFRS 16
The Group is currently analyzing the impact of IFRS 16 on its lease flexibility into its lease portfolio by using renewal options which it
recognition principles. may choose to exercise at its discretion. Some such leases could
be considered as being almost certain and therefore accounted for
Future lease charges recognized to date in accordance with
as non-cancellable leases within the meaning of IFRS 16.
IAS 17 relate solely to non-cancellable real estate leases.
However, the Group’s strategy is to introduce a certain degree of
Pledges
Current and non-current financial assets had been pledged by the None of the Group’s intangible assets or property, plant and
Group for a total carrying amount of €5.0 million at equipment had been pledged at either December 31, 2017 or
December 31, 2017. December 31, 2016.
The nature of the gains and losses arising on each financial instrument category can be analyzed as follows:
The impact of a 1% rise or fall in the US dollar against all other ● 3.8% of revenue was generated by entities whose functional
currencies would have had an impact of 0.1% on consolidated currency is the Brazilian real;
Group revenue. ● 3.7% of revenue was generated by entities whose functional
currency is the pound sterling.
Translation risk Other currencies taken individually did not account for more than
4% of Group revenue.
Since the presentation currency of the financial statements is the
euro, the Group translates any foreign currency income and The impact of a 1% rise or fall in the euro against the US dollar and
expenses into euros when preparing its financial statements, using other linked currencies would have had an impact of 0.19% on
the average exchange rate for the period. As a result, changes in 2017 consolidated revenue and of 0.19% on 2017 operating
the value of the euro against other currencies affect the amounts profit.
Financial currency risk perpetuity financing to protect itself against the impact of
currency risk on its income statement.
If it deems appropriate, the Group may hedge certain
commitments by matching financing costs with operating income The table below shows the results of the sensitivity analysis for
in the currencies concerned. financial instruments exposed to currency risk on the Group’s
main foreign currencies (euro, US dollar and pound sterling) at
When financing arrangements are set up in a currency other than December 31, 2017.
the country’s functional currency, the Group takes out foreign
exchange or currency hedges for the main currencies or uses
Non-functional currency
(€ millions) USD EUR GBP
Financial liabilities (775.9) (88.1) (67.1)
Financial assets 1,050.9 61.2 93.9
Net position (Assets-Liabilities) before hedging 275.0 (26.9) 26.8
Currency hedging instruments 239.3 (2.1)
Net position (assets – liabilities) after hedging 514.3 (26.9) 24.7
Impact of a 1% rise in exchange rates
On equity - - (1.9)
On net profit before income tax 5.1 (0.3) 0.2
Impact of a 1% fall in exchange rates
On equity - - 1.3
On net profit before income tax (5.1) 0.3 (0.2)
The Group is exposed to currency risk inherent to financial Interest rate risk
instruments denominated in foreign currencies (i.e., currencies
other than the functional currency of each Group entity). The The Group’s interest rate risk arises primarily from assets and
sensitivity analysis presented above shows the impact that a liabilities bearing interest at floating rates. The Group seeks to
significant change in the value of the euro, US dollar and pound limit its exposure to a rise in interest rates and may use interest
sterling would have on earnings and equity in a non-functional rate instruments where appropriate.
currency. The analysis for the US dollar does not include entities Interest rate exposure is monitored on a monthly basis. The Group
whose functional currency is strongly correlated to the US dollar, continually analyses the level of hedges put in place and ensures
for example Group entities based in Hong Kong. Liabilities that they are appropriate for the underlying exposure. The Group’s
denominated in a currency other than the functional currency of policy at all times is to prevent more than 60% of its consolidated
the entity, for which a hedge has been taken out converting the net debt being exposed to the risk of a rise in interest rates. The
liability to the functional currency, have not been included in the Group may therefore enter into other swaps, collars or similar
analysis. The impact of a 1% change in exchange rates on hedges instruments for this purpose. No financial instruments are
is shown in the table above. contracted for speculative purposes. At December 31, 2017, the
Financial instruments denominated in foreign currencies which are Group had no interest rate hedges.
included in the sensitivity analysis relate to key monetary
statement of financial position items and in particular, current and
non-current financial assets, trade and operating receivables, cash
and cash equivalents, current and non-current borrowings and
financial debt, current liabilities, and trade and other payables.
(€ millions) Less than 1 year Between 1 and 5 years More than 5 years Total at December 2017
Fixed-rate bank borrowings and debt (191.2) (1,091.4) (865.0) (2,147.6)
Floating-rate bank borrowings and debt (8.0) (283.6) - (291.6)
Bank overdrafts (9.8) - - (9.8)
Total – Financial liabilities (209.0) (1,375.0) (865.0) (2,449.0)
Total – Financial assets 364.3 364.3
Floating-rate net position (assets
– liabilities) before hedging 346.5 (283.6) - 62.9
Interest rate hedges - - - -
Floating-rate net position (assets
– liabilities) after hedging 346.5 (283.6) - 62.9
Impact of a 1% rise in interest rates
On equity -
On net profit before income tax 0.6
Impact of a 1% fall in interest rates
On equity -
On net profit before income tax (0.6)
At December 31, 2017, given the net floating-rate position after Debts maturing after five years, representing a total amount of
hedging, the Group considers that a 1% rise in short-term interest €865.0 million, are essentially at fixed rates. At
rates across all currencies would lead to an increase of around December 31, 2017, 88% of the Group’s consolidated gross debt
€0.6 million in interest income. was at fixed rates.
The amounts in the above table reflect the fair value for minimum period of service and are also subject to a number of
accounting purposes of options and shares in accordance with performance conditions.
IFRS. Consequently, they do not represent the actual amounts
The Chief Executive Officer held a total of 510,960 stock
that may be paid if any stock subscription options are exercised or
purchase options at December 31, 2017 (630,720 at
any performance shares vest. Stock options and performance
December 31, 2016), with a fair value per share of €2.23
shares require a minimum period of service and are also subject to
(end-2016: €2.41).
a number of performance conditions.
The number of performance shares awarded to the Chief
Shares are measured at fair value as calculated under the
Executive Officer amounted to 890,320 at December 31, 2017
Black-Scholes model rather than based on the compensation
(930,240 at December 31, 2016).
effectively received. The performance share awards require a
2017 2016
(€ millions) PwC EY Total PwC EY Total
Statutory audit 2.5 1.8 4.3 2.3 1.5 3.8
Issuer 0.6 0.5 1.1 0.5 0.5 1.0
Fully consolidated subsidiaries 1.9 1.3 3.2 1.8 1.0 2.8
Services other than the statutory audit(a) 0.9 0.2 1.1 1.0 0.1 1.1
Issuer 0.2 - 0.2 0.3 0.1 0.4
Fully consolidated subsidiaries 0.7 0.2 0.9 0.7 - 0.7
Other services provided by members of the
auditors’ networks to consolidated subsidiaries(a) 0.5 0.5 1.0 0.5 0.5 1.0
Tax, legal and employee-related services 0.5 0.5 1.0 0.5 0.5 1.0
TOTAL 3.9 2.5 6.4 3.8 2.1 5.9
(a) As part of the European audit reform which entered into force on June 17, 2016, services provided by the Statutory Auditors and their networks –
other than the audit of the financial statements – have respected the pre-approval procedure implemented by the Group Audit and Risk Committe.
For 2017, services provided to the Group – other than the audit of the financial statements – related to:
● for PricewaterhouseCoopers Audit: consulting, legal compliance, reports and agreed-upon procedures;
● for Ernst & Young: consulting.
2017 2016
Country Company Type % control % interest % control % interest
Algeria Bureau Veritas Algérie SARL S 100.00 100.00 100.00 100.00
Angola Bureau Veritas Angola Limitada S 100.00 100.00 100.00 100.00
Argentina Bureau Veritas Argentina SA S 100.00 100.00 100.00 100.00
Argentina ACME Analytical Laboratories (Argentina) SA S 100.00 100.00 100.00 100.00
Argentina Net Connection International SRL S 100.00 100.00 100.00 100.00
Argentina CH International Argentina SRL S 100.00 100.00 100.00 100.00
Argentina Schutter Argentina SA S 100.00 100.00
Armenia BIVAC Armenia S 100.00 100.00 100.00 100.00
Australia Bureau Veritas AsureQuality Finance PTY Ltd. S 51.00 51.00 51.00 51.00
Australia Bureau Veritas AsureQuality Holding PTY Ltd. S 51.00 51.00 51.00 51.00
Australia Dairy Technical Services Pty Ltd. S 51.00 51.00 51.00 51.00
Australia Bureau Veritas Australia Pty Ltd. S 100.00 100.00 100.00 100.00
Australia Bureau Veritas HSE S 100.00 100.00 100.00 100.00
Australia Bureau Veritas Asset Integrity & Reliability Services Australia Pty Ltd. S 100.00 100.00 100.00 100.00
Australia Bureau Veritas Asset Integrity & Reliability Services
Pty Ltd. S 100.00 100.00 100.00 100.00
Australia Bureau Veritas International Trade Pty Ltd. S 100.00 100.00 100.00 100.00
Australia Bureau Veritas Minerals Pty Ltd. S 100.00 100.00 100.00 100.00
Australia Ultra Trace Pty Ltd. S 100.00 100.00 100.00 100.00
Australia Matthews Daniel Int. (Australia) Pty S 100.00 100.00 100.00 100.00
Australia TMC Marine Pty Ltd. S 100.00 100.00 100.00 100.00
Australia McKenzie Group Consulting Pty Ltd. S 65.00 65.00
Australia McKenzie Group Consulting (NSW) Pty Ltd. S 65.00 65.00
Australia McKenzie Group Consulting (QLD) Pty Ltd. S 65.00 65.00
Australia McKenzie Group Consulting (VIC) Pty Ltd. S 65.00 65.00
Austria Bureau Veritas Austria GmbH S 100.00 100.00 100.00 100.00
Azerbaijan Bureau Veritas Azeri Ltd. Liability Company S 100.00 100.00 100.00 100.00
Bahamas
Bahrain
Inspectorate Bahamas Ltd.
Bureau Veritas sa – Bahrain
S
B
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00 5
Bangladesh Bureau Veritas CPS Bangladesh Ltd. S 99.80 99.80 99.80 99.80
Bangladesh BIVAC Bangladesh S 100.00 100.00 100.00 100.00
Bangladesh Bureau Veritas CPS Bangladesh Ltd. S 100.00 100.00 100.00 100.00
Bangladesh Bureau Veritas Bangladesh Private Ltd. S 100.00 100.00 100.00 100.00
Belarus Bureau Veritas Bel Ltd. FLLC S 100.00 100.00 100.00 100.00
Belgium Bureau Veritas Certification Belgium S 100.00 100.00 100.00 100.00
Belgium Association Bureau Veritas ASBL S 100.00 100.00 100.00 100.00
Belgium Bureau Veritas Marine Belgium & Luxembourg SA S 100.00 100.00 100.00 100.00
Belgium Inspectorate Ghent NV S 100.00 100.00 100.00 100.00
Belgium Inspectorate Antwerp NV S 100.00 100.00 100.00 100.00
Belgium UniCar Benelux SPRL S 100.00 100.00 100.00 100.00
Belgium SA Euroclass NV S 100.00 100.00 100.00 100.00
Belgium Bureau Veritas sa- Belgium B 100.00 100.00 100.00 100.00
Belgium Schutter Belgium BVBA S 100.00 100.00
Benin Société d’exploitation du guichet unique du Bénin - SEGUB SA S 51.00 46.00 51.00 46.00
Benin BIVAC International Bénin SARL S 100.00 100.00 100.00 100.00
Benin Bureau Veritas Bénin SARL S 100.00 100.00 100.00 100.00
Bermuda MatthewsDaniel Services (Bermuda) Ltd. S 100.00 100.00 100.00 100.00
Bermuda MatthewsDaniel Holdings (Bermuda) Ltd. S 100.00 100.00 100.00 100.00
2017 2016
Country Company Type % control % interest % control % interest
Bolivia Bureau Veritas Fiscalizadora Boliviana SRL S 100.00 100.00 100.00 100.00
Bolivia Bureau Veritas Argentina SA Bolivia branch S 100.00 100.00 100.00 100.00
Bosnia Bureau Veritas BH DOO Sarajevo S 100.00 100.00 100.00 100.00
Brazil Bureau Veritas do Brasil Sociedade Classificadora e Certificadora Ltda. S 100.00 100.00 100.00 100.00
Brazil BVQI do Brasil Sociedade Certificadora Ltda S 100.00 100.00 100.00 100.00
Brazil Auto Reg Serviços Técnicos de Seguros Ltda S 100.00 100.00 100.00 100.00
Brazil Inspectorate do Brasil Inspeçöes Ltda S 100.00 100.00 100.00 100.00
Brazil ACME Analytical Laboratorios Ltda. S 100.00 100.00 100.00 100.00
Brazil Matthews Daniel do Brasil Avaliaçao de Riscos Ltda S 100.00 100.00 100.00 100.00
Brazil NCC Certificaçoes do Brazil Ltda S 100.00 100.00 100.00 100.00
Brazil Ch International do Brazil Ltda S 100.00 100.00 100.00 100.00
Brazil Associação NCC Certificações do Brasil S 100.00 100.00 100.00 100.00
Brazil Kuhlmann Monitoramente Agricola Ltda S 100.00 100.00 100.00 100.00
Brazil Schutter do Brazil Ltda S 100.00 100.00
Brunei Bureau Veritas sa - Brunei B 100.00 100.00 100.00 100.00
Bulgaria Bureau Veritas Bulgaria Ltd. S 100.00 100.00 100.00 100.00
Bulgaria Inspectorate Bulgaria EOOD S 100.00 100.00 100.00 100.00
Burkina Faso Bureau Veritas Burkina Faso Ltd. S 100.00 100.00 100.00 100.00
Burma Myanmar Bureau Veritas Ltd. S 100.00 100.00 100.00 100.00
Cambodia Bureau Veritas (Cambodia) Ltd. S 100.00 100.00 100.00 100.00
Cameroon Bureau Veritas Douala SAU S 100.00 100.00 100.00 100.00
Canada Bureau Veritas Canada Inc. S 100.00 100.00 100.00 100.00
Canada Bureau Veritas Certification Canada Inc S 100.00 100.00 100.00 100.00
Canada Maxxam Analytics International Corporation S 100.00 100.00 100.00 100.00
Canada Bureau Veritas Commodities Canada Ltd., S 100.00 100.00 100.00 100.00
Canada MatthewsDaniel International (Canada) Ltd. S 100.00 100.00 100.00 100.00
Canada MatthewsDaniel International (Newfoundland) Ltd. S 100.00 100.00 100.00 100.00
Canada Primary Integration Solutions Canada S 100.00 76.90
Central African BIVAC Export RCA SARL
Republic S 100.00 100.00 100.00 100.00
Chad Société d’Inspection et d’Analyse du Tchad (SIAT) S 51.00 51.00 51.00 51.00
Chad Bureau Veritas Tchad SAU S 100.00 100.00 100.00 100.00
Chad BIVAC Tchad SA S 100.00 100.00 100.00 100.00
Chile Bureau Veritas Chile SA S 100.00 100.00 100.00 100.00
Chile Bureau Veritas Certification Chile SA S 100.00 100.00 100.00 100.00
Chile Bureau Veritas Chile Capacitacion Ltd. S 100.00 100.00 100.00 100.00
Chile ECA Control y Asesoramiento SA S 100.00 100.00 100.00 100.00
Chile Centro de Estudios Medicion y Certificacion de Calidad Cesmec SA S 100.00 100.00 100.00 100.00
Chile Inspectorate Servicios de Inspeccion Chile Ltda S 100.00 100.00 100.00 100.00
China Bureau Veritas CPS Jiangsu Co Ltd. S 60.00 51.00 60.00 51.00
China Zhejiang Bureau Veritas CPS Shenyue Co., Ltd. S 60.00 51.00 60.00 51.00
China Bureau Veritas CPS (Shenou) Zhejiang Co Ltd. S 60.00 51.00 60.00 51.00
China Beijing Huali Bureau Veritas Technical Service Co. Ltd. S 60.00 60.00 60.00 60.00
China Bureau Veritas-CQC Testing Technology Co. Ltd. S 60.00 60.00 60.00 60.00
China Hangzhou VEO Standards Technical Services Co. Ltd. S 65.00 65.00 65.00 65.00
China Bureau Veritas Commodities (Hebei) Co. Ltd. S 67.00 67.00 67.00 67.00
China Shandong Chengxin Engineering Consulting & Jianli
Co. Ltd. S 70.00 70.00 70.00 70.00
China Ningbo Hengxin Engineering Testing Co Ltd. S 100.00 100.00 70.00 70.00
China Shandong Hengyuan Engineering Consulting S 100.00 70.00 100.00 70.00
China Bureau Veritas Shenzhen Co Ltd. S 80.00 80.00 80.00 80.00
China Chongqing Liansheng Construction Project Management Co. Ltd. S 80.00 80.00 80.00 80.00
China Chongqing Liansheng Seine cost consulting Co Ltd. S 80.00 80.00 80.00 80.00
China Wuhu Liansheng Construction Project Management
Co., Ltd. S 80.00 80.00 80.00 80.00
China Chongoing Liansheng Henggu Construction Testing
Co. Ltd. S 80.00 80.00 80.00 80.00
2017 2016
Country Company Type % control % interest % control % interest
Democratic Republic Bureau Veritas BIVAC BV
of Congo S 100.00 100.00
Denmark Bureau Veritas Certification Denmark A/S S 100.00 100.00 100.00 100.00
Denmark Bureau Veritas HSE Denmark AS S 100.00 100.00 100.00 100.00
Denmark Bureau Veritas sa - Denmark B 100.00 100.00 100.00 100.00
Dominican Republic Inspectorate Dominicana SA S 100.00 100.00 100.00 100.00
Dominican Republic Acme Analytical Laboratories (R.D.) SRL S 100.00 100.00 100.00 100.00
Ecuador BIVAC Ecuador SA S 100.00 100.00 100.00 100.00
Ecuador Bureau Veritas Ecuador SA S 100.00 100.00 100.00 100.00
Ecuador Inspectorate del Ecuador SA S 100.00 100.00 100.00 100.00
Ecuador Andes Control Ecuador SA Ancoesa S 100.00 100.00 100.00 100.00
Egypt Bureau Veritas Egypt LLC S 90.00 90.00 90.00 90.00
Egypt Watson Gray (Egypt) Ltd. S 100.00 100.00 100.00 100.00
Egypt Matthews Daniel Int. (Egypt) Ltd. S 100.00 100.00 100.00 100.00
Equatorial Guinea Bureau Veritas SA – Equatorial Guinea B 100.00 100.00 100.00 100.00
Estonia Bureau Veritas Estonia S 100.00 100.00 100.00 100.00
Estonia Inspectorate Estonia AS S 100.00 100.00 100.00 100.00
Ethiopia Bureau Veritas Services PLC S 100.00 100.00 100.00 100.00
Finland Bureau Veritas sa – Finland B 100.00 100.00 100.00 100.00
France GUCEL SAS S 90.00 90.00 90.00 90.00
France Coreste SAS S 99.60 99.60 99.60 99.60
France Bureau Veritas CPS France SAS S 100.00 100.00 100.00 100.00
France BIVAC International SA S 100.00 100.00 100.00 100.00
France Bureau Veritas Certification France SAS S 100.00 100.00 100.00 100.00
France Bureau Veritas Certification Holding SAS S 100.00 100.00 100.00 100.00
France Bureau Veritas International SAS S 100.00 100.00 100.00 100.00
France Bureau Veritas Services France S 100.00 100.00 100.00 100.00
France Bureau Veritas Services SAS S 100.00 100.00 100.00 100.00
France Tecnitas SAS S 100.00 100.00 100.00 100.00
France Laboratoire Central des Industries Electriques SAS S 100.00 100.00 100.00 100.00
France Bureau Veritas Holding 5 S 100.00 100.00 100.00 100.00
France Bureau Veritas Holding 6 S 100.00 100.00 100.00 100.00
France Bureau Veritas Holding 7 S 100.00 100.00 100.00 100.00
France Bureau Veritas Holding 8 S 100.00 100.00 100.00 100.00
France Environnement Contrôle Services SAS S 100.00 100.00 100.00 100.00
France SODIA S 100.00 100.00 100.00 100.00
France Bureau Veritas Laboratoires S 100.00 100.00 100.00 100.00
France Conception Développement Durable Environnement SAS S 100.00 100.00 100.00 100.00
France Transcable Halec SAS S 100.00 100.00 100.00 100.00
France BIVAC Mali SAS S 100.00 100.00 100.00 100.00
France Océanic Développement SAS S 100.00 100.00 100.00 100.00
France MEDI Qual SAS S 100.00 100.00 100.00 100.00
France Unicar Group SAS S 100.00 100.00 100.00 100.00
France Bureau Veritas Construction S 100.00 100.00 100.00 100.00
France Bureau Veritas Exploitation S 100.00 100.00 100.00 100.00
France HydrOcean S 100.00 100.00 100.00 100.00
France Bureau Veritas Marine & Offshore SAS S 100.00 100.00 100.00 100.00
France Bureau Veritas GSIT S 100.00 100.00 100.00 100.00
France Bureau Veritas Holding 4 S 100.00 100.00 100.00 100.00
France Bureau Veritas Holding France S 100.00 100.00 100.00 100.00
France Metracem S 100.00 100.00
Fujairah Inspectorate International Ltd. Fujairah (Branch Office) S 100.00 100.00 100.00 100.00
Gabon Bureau Veritas Gabon SAU S 100.00 100.00 100.00 100.00
Georgia Inspectorate Georgia LLC S 100.00 100.00 100.00 100.00
Georgia Bureau Veritas Georgie LLC S 100.00 100.00 100.00 100.00
Germany Bureau Veritas Certification Germany GmbH S 100.00 100.00 100.00 100.00
5
Iran Bureau Veritas sa – Iran B 100.00 100.00 100.00 100.00
Iraq Honesty Road (Tareek Al Sidik) for testing and engineering services S 100.00 100.00 100.00 100.00
Ireland Bureau Veritas Ireland Ltd. S 100.00 100.00 100.00 100.00
Ireland Primary Integration Solutions Europe Ltd. S 100.00 76.90
Italy Bureau Veritas Italia Spa S 100.00 100.00 100.00 100.00
Italy Bureau Veritas Italia Holding SPA S 100.00 100.00 100.00 100.00
Italy Bureau Veritas Nexta SRL S 100.00 100.00 100.00 100.00
Italy Inspectorate Italia SRL S 100.00 100.00 100.00 100.00
Italy Bureau Veritas Certest SRL S 100.00 100.00 100.00 100.00
Italy CEPAS Srl S 100.00 100.00 100.00 100.00
Jamaica Inspectorate America Corporation - Jamaica branch S 100.00 100.00
Japan Bureau Veritas Japan Co. Ltd. S 100.00 100.00 100.00 100.00
Japan Bureau Veritas Human Tech Co Ltd. S 100.00 100.00 100.00 100.00
Japan Inspectorate (Singapore) Pte. Ltd., Japan Branch S 100.00 100.00 100.00 100.00
Japan Kanagawa Building Inspection Co. Ltd. S 100.00 100.00 100.00 100.00
Japan IPS Tokai Corporation S 100.00 100.00
Jordan BIVAC for Valuation Jordan LLC S 100.00 100.00 100.00 100.00
Kazakhstan Bureau Veritas Kazakhstan Industrial Services LLP S 60.00 60.00 60.00 60.00
Kazakhstan Bureau Veritas Kazakhstan LLP S 100.00 100.00 100.00 100.00
Kazakhstan Kazinspectorate Ltd. S 100.00 100.00 100.00 100.00
Kazakhstan Bureau Veritas Marine Kazakhstan LLP S 100.00 100.00 100.00 100.00
Kenya Bureau Veritas Kenya Limited S 99.90 99.90 99.90 99.90
Kuwait Inspectorate International Ltd. Kuwait S 100.00 100.00 100.00 100.00
2017 2016
Country Company Type % control % interest % control % interest
Kuwait Bureau Veritas SA – Kuwait B 100.00 100.00 100.00 100.00
Laos Lao National Single Window S 75.00 75.00 75.00 75.00
Laos BIVAC LAO Sole Co. Ltd. S 100.00 100.00 100.00 100.00
Latvia Bureau Veritas Latvia Ltd. S 100.00 100.00 100.00 100.00
Latvia Inspectorate Latvia Ltd. S 100.00 100.00 100.00 100.00
Lebanon Bureau Veritas Liban SAL S 100.00 100.00 100.00 100.00
Lebanon BIVAC Rotterdam Branch in Lebanon S 100.00 100.00 100.00 100.00
Liberia BIVAC Liberia S 100.00 100.00 100.00 100.00
Liberia Bureau Veritas Liberia Ltd. S 100.00 100.00 100.00 100.00
Libya Bureau Veritas Lybia for Inspection & Conformity S 51.00 51.00 51.00 51.00
Lithuania Bureau Veritas Lithuania Ltd. S 100.00 100.00 100.00 100.00
Lithuania Inspectorate Klaipeda UAB S 100.00 100.00 100.00 100.00
Luxembourg Soprefira SA S 100.00 100.00 100.00 100.00
Luxembourg Bureau Veritas Luxembourg SA S 100.00 100.00 100.00 100.00
Malaysia Bureau Veritas (M) Sdn Bhd S 49.00 49.00 49.00 49.00
Malaysia Inspectorate Malaysia Sdn Bhd S 49.00 49.00 49.00 49.00
Malaysia Bureau Veritas Certification Malaysia Ltd. S 100.00 100.00 100.00 100.00
Malaysia Bureau Veritas CPS Sdn Bhd S 100.00 100.00 100.00 100.00
Malaysia Scientige Sdn Bhd S 100.00 100.00 100.00 100.00
Malaysia MatthewsDaniel (Malaysia) Sdn BHd S 100.00 100.00 100.00 100.00
Malaysia Schutter Malaysia Sdn Bhd S 100.00 100.00
Mali Bureau Veritas Mali SA S 100.00 100.00 100.00 100.00
Malta Inspectorate Malta Ltd. S 100.00 100.00 100.00 100.00
Malta Bureau Veritas sa – Malta B 100.00 100.00 100.00 100.00
Mauritania Bureau Veritas sa– Mauritania B 100.00 100.00 100.00 100.00
Mauritius Bureau Veritas sa – Mauritius B 100.00 100.00 100.00 100.00
Mexico BVQI Mexicana SA de CV S 100.00 100.00 100.00 100.00
Mexico Bureau Veritas Mexicana SA de CV S 100.00 100.00 100.00 100.00
Mexico Bureau Veritas CPS Mexico SA de CV S 100.00 100.00 100.00 100.00
Mexico Inspectorate de Mexico SA de CV S 100.00 100.00 100.00 100.00
Mexico Chas Martin Mexico City Inc S 100.00 100.00 100.00 100.00
Mexico Unicar Automotive Inspection Mexico LLC S 100.00 100.00 100.00 100.00
Mexico MatthewsDaniel Mexico Branch S 100.00 100.00 100.00 100.00
Mexico CH Mexico International I sociedad de responsabilidad Limitada de C.V. S 100.00 100.00 100.00 100.00
Mexico INCA S 100.00 100.00
Mexico Supervisores de Construccion y Asociados, SA De C.V. S 100.00 100.00
Monaco Bureau Veritas Monaco SAM AU S 100.00 100.00 100.00 100.00
Mongolia Bureau Veritas Inspection & Testing Mongolia LLC S 100.00 100.00 100.00 100.00
Morocco Bureau Veritas Morocco SA S 100.00 100.00 100.00 100.00
Morocco Bureau Veritas sa – Morocco B 100.00 100.00 100.00 100.00
Mozambique Bureau Veritas Controle Ltda S 63.00 63.00 63.00 63.00
Mozambique Bureau Veritas - Laboratorios de Tete Ltd. S 66.66 66.66 66.66 66.66
Mozambique Bureau Veritas Mozambique Ltda S 100.00 100.00 100.00 100.00
Namibia Bureau Veritas Namibie Pty Ltd. S 100.00 100.00 100.00 100.00
Netherlands BIVAC Rotterdam BV S 100.00 100.00 100.00 100.00
Netherlands Bureau Vertas Inspection & Certification The Netherlands BV S 100.00 100.00 100.00 100.00
Netherlands Risk Control BV S 100.00 100.00 100.00 100.00
Netherlands Bureau Veritas Marine Netherlands BV S 100.00 100.00 100.00 100.00
Netherlands Bureau Veritas Nederland Holding S 100.00 100.00 100.00 100.00
Netherlands Inspectorate BV S 100.00 100.00 100.00 100.00
Netherlands Inspectorate II BV S 100.00 100.00 100.00 100.00
Netherlands IOL Investments BV S 100.00 100.00 100.00 100.00
Netherlands Inspectorate Inpechem Inspectors BV S 100.00 100.00 100.00 100.00
Netherlands Inspectorate Curaçao NV S 100.00 100.00 100.00 100.00
Netherlands Certificatie Instelling Voor Beveiliging en Veiligheid BV S 100.00 100.00 100.00 100.00
Netherlands Schutter Certification BV S 100.00 100.00
Netherlands Schutter Groep BV S 100.00 100.00
Netherlands Schutter Havenbedrijg BV S 100.00 100.00
5
Puerto Rico Inspectorate America Corporation Puerto Rico S 100.00 100.00 100.00 100.00
Qatar Inspectorate International Ltd. Qatar LLC S 49.00 49.00 49.00 49.00
Qatar Sievert International Inspection WLL S 49.00 34.30 49.00 34.30
Qatar Bureau Veritas International Doha LLC S 100.00 100.00 100.00 100.00
Qatar Bureau Veritas SA – Qatar B 100.00 100.00 100.00 100.00
Romania Bureau Veritas Romania Controle International Srl S 100.00 100.00 100.00 100.00
Romania Inspect Balkan SRL S 100.00 100.00 100.00 100.00
Russia Bureau Veritas Rus OAO S 100.00 100.00 100.00 100.00
Russia Bureau Veritas Certification Russia S 100.00 100.00 100.00 100.00
Russia JSC Inspectorate Russia S 100.00 100.00 100.00 100.00
Russia Unicar Russia LLC S 100.00 100.00 100.00 100.00
Russia LLC Matthews Daniel International (Rus) S 100.00 100.00 100.00 100.00
Rwanda Bureau Veritas Rwanda Ltd. S 100.00 100.00 100.00 100.00
Saudi Arabia Inspectorate International Saudi Arabia Co Ltd. S 65.00 65.00 65.00 65.00
Saudi Arabia Bureau Veritas Saudi Arabia Testing Services Ltd. S 75.00 75.00 75.00 75.00
Saudi Arabia MatthewsDaniel Loss Adjusting and Survey Company Limited S 100.00 100.00 100.00 100.00
Saudi Arabia Sievert Arabia Co Ltd. S 100.00 100.00 100.00 100.00
Saudi Arabia Bureau Veritas sa - Saudi Arabia B 100.00 100.00 100.00 100.00
Senegal Bureau Veritas Sénégal SAU S 100.00 100.00 100.00 100.00
Serbia Bureau Veritas Serbia D.O.O. S 100.00 100.00 100.00 100.00
Singapore Branch Office Singapore - Tecnitas S 100.00 100.00 100.00 100.00
Singapore Bureau Veritas Singapore Pte Ltd. S 100.00 100.00 100.00 100.00
Singapore Bureau Veritas Marine Singapore Pte Ltd. S 100.00 100.00 100.00 100.00
Singapore Atomic Technologies Pte Ltd. S 100.00 100.00 100.00 100.00
Singapore Inspectorate (Singapore) Pte Ltd. S 100.00 100.00 100.00 100.00
2017 2016
Country Company Type % control % interest % control % interest
Singapore MatthewsDaniel International Pte. Ltd. S 100.00 100.00 100.00 100.00
Singapore Sievert Veritas Pte Ltd. S 100.00 100.00 100.00 100.00
Singapore CKM Consultants Pte Ltd. S 100.00 100.00 100.00 100.00
Singapore 7Layers Asia Private Ltd. S 100.00 100.00 100.00 100.00
Singapore TMC Marine Pte Ltd. S 100.00 100.00 100.00 100.00
Singapore Schutter Inspection Services Pte Ltd. S 100.00 100.00
Slovakia Bureau Veritas Slovakia Spol S 100.00 100.00 100.00 100.00
Slovenia Bureau Veritas Slovenia D.O.O. S 100.00 100.00 100.00 100.00
South Africa Bureau Veritas Marine Surveying (Pty) Ltd. S 51.00 37.38 51.00 37.38
South Africa Bureau Veritas South Africa (Pty) Ltd. S 70.00 70.00 70.00 70.00
South Africa Bureau Veritas Gazelle (Pty) Ltd. S 70.00 70.00 70.00 70.00
South Africa Carab Technologies (Pty) Ltd. S 100.00 70.00 100.00 70.00
South Africa Tekniva (Pty) Ltd. S 100.00 70.00 100.00 70.00
South Africa Bureau Veritas Inspectorate Laboratories (Pty) Ltd. S 73.30 73.30 73.30 73.30
South Africa M&L Laboratory Services (Pty) Ltd. S 100.00 73.30 100.00 73.30
South Africa Bureau Veritas Testing and Inspections South Africa (Pty) Ltd. S 100.00 100.00 100.00 100.00
South Korea Bureau Veritas Korea Co Ltd. S 100.00 100.00 100.00 100.00
South Korea Bureau Veritas CPS Korea Limited S 100.00 100.00 100.00 100.00
South Korea Bureau Veritas CPS ADT Korea Ltd. S 100.00 100.00 100.00 100.00
South Korea 7Layers Korea Ltd. S 100.00 100.00 100.00 100.00
South Korea Bureau Veritas sa - South Korea B 100.00 100.00 100.00 100.00
South Korea ICTK Korea S 55.00 55.00
Spain Bureau Veritas Formacion SAU S 95.00 95.00 95.00 95.00
Spain Bureau Veritas Iberia SL S 100.00 100.00 100.00 100.00
Spain Bureau Veritas Inversiones SL S 100.00 100.00 100.00 100.00
Spain Entidad Colaborada De La Administración SLU S 100.00 100.00 100.00 100.00
Spain Activa, Innovación Y Servicios, SAU S 100.00 100.00 100.00 100.00
Spain Instituto De La Calidad, SAU S 100.00 100.00 100.00 100.00
Spain Inspectorate Española SAU S 100.00 100.00 100.00 100.00
Spain Unicar Spain SRL S 100.00 100.00 100.00 100.00
Sri Lanka Bureau Veritas CPS Lanka (Pvt) Ltd. S 100.00 100.00 100.00 100.00
Sri Lanka Bureau Veritas Lanka Private Ltd. S 100.00 100.00 100.00 100.00
Sweden Bureau Veritas Certification Sverige AB Ltd. S 100.00 100.00 100.00 100.00
Sweden Bureau Veritas sa– Sweden B 100.00 100.00 100.00 100.00
Switzerland Bureau Veritas Switzerland AG S 100.00 100.00 100.00 100.00
Switzerland Inspectorate Suisse SA S 100.00 100.00 100.00 100.00
Syria BIVAC Branch Syria S 100.00 100.00 100.00 100.00
Tahiti Bureau Veritas sa – Tahiti B 100.00 100.00 100.00 100.00
Taiwan Advance Data Technology Corporation S 99.10 99.10 99.10 99.10
Taiwan Branch Office of Bureau Veritas CPS Hong-Kong in Taiwan S 100.00 100.00 100.00 100.00
Taiwan Bureau Veritas Certification Taiwan Co. Ltd. S 100.00 100.00 100.00 100.00
Taiwan Bureau Veritas Taiwan Limited S 100.00 100.00 100.00 100.00
Taiwan Bureau Veritas CPS (Hong Kong) Limited Taoyuan Branch S 100.00 100.00 100.00 100.00
Taiwan Bureau Veritas SA – Taiwan B 100.00 100.00 100.00 100.00
Taiwan SIEMIC- Taiwan Branch S 100.00 100.00
Tanzania Bureau Veritas-USC Tanzania Ltd. S 60.00 60.00 60.00 60.00
Tanzania Bureau Veritas Tanzania Ltd. S 100.00 100.00 100.00 100.00
Thailand Bureau Veritas Thailand Ltd. S 49.00 49.00 49.00 49.00
Thailand Bureau Veritas Certification Thailand Ltd. S 49.00 49.00 49.00 49.00
Thailand Bureau Veritas CPS Thailand Ltd. S 100.00 100.00 100.00 100.00
Thailand Inspectorate (Thailand) Co Ltd. S 100.00 100.00 100.00 100.00
Thailand Sievert Thailand Ltd. S 100.00 100.00 100.00 100.00
Thailand MatthewsDaniel International (Thailand) Ltd. S 100.00 100.00 100.00 100.00
Togo Bureau Veritas Togo SARLU S 100.00 100.00 100.00 100.00
Togo Société d’Exploitation du Guichet Unique pour le Commerce Extérieur -
SEGUCE SA S 100.00 100.00 100.00 100.00
Trinidad and Tobago Inspectorate America Trinidad Branch S 100.00 100.00 100.00 100.00
Tunisia Société Tunisienne de Contrôle Veritas SA S 49.90 49.90 49.90 49.90
5
United Kingdom TMC OFFSHORE Ltd. S 100.00 100.00 100.00 100.00
United Kingdom TMC (Marine Consultants) Ltd. S 100.00 100.00 100.00 100.00
United Kingdom Maritime Assurance & Consulting Ltd. S 100.00 100.00 100.00 100.00
United Kingdom Bureau Veritas sa– United Kingdom B 100.00 100.00 100.00 100.00
United States Bureau Veritas Holdings Inc. S 100.00 100.00 100.00 100.00
United States Bureau Veritas Marine Inc. S 100.00 100.00 100.00 100.00
United States Bureau Veritas Certification North America Inc. S 100.00 100.00 100.00 100.00
United States Bureau Veritas CPS Inc. S 100.00 100.00 100.00 100.00
United States BIVAC North America Inc. S 100.00 100.00 100.00 100.00
United States Bureau Veritas North America Inc. S 100.00 100.00 100.00 100.00
United States OneCIS Insurance Company S 100.00 100.00 100.00 100.00
United States Curtis Strauss LLC S 100.00 100.00 100.00 100.00
United States National Elevator Inspection Services Inc. S 100.00 100.00 100.00 100.00
United States Inspectorate America Corporation S 100.00 100.00 100.00 100.00
United States Unicar USA Inc. S 100.00 100.00 100.00 100.00
United States 7 Layers Inc. S 100.00 100.00 100.00 100.00
United States Quiktrak Inc S 100.00 100.00 100.00 100.00
United States MatthewsDaniel Company Inc. S 100.00 100.00 100.00 100.00
United States TMC Marine Inc. S 100.00 100.00 100.00 100.00
United States California code check Inc. S 100.00 100.00
United States SIEMIC Inc S 100.00 100.00
United States Primary Integration Solutions, Inc S 100.00 76.90
United States Primary Integration Acquisition Co. S 100.00 76.90
Uruguay Bureau Veritas Uruguay SRL S 100.00 100.00 100.00 100.00
Uruguay Schutter Americas SA S 100.00 100.00
2017 2016
Country Company Type % control % interest % control % interest
Venezuela BVQI Venezuela SA S 100.00 100.00 100.00 100.00
Venezuela Bureau Veritas de Venezuela S 100.00 100.00 100.00 100.00
Vietnam Bureau Veritas Vietnam Ltd. S 100.00 100.00 100.00 100.00
Vietnam Bureau Veritas Certification Vietnam Limited S 100.00 100.00 100.00 100.00
Vietnam Bureau Veritas CPS Vietnam Ltd. S 100.00 100.00 100.00 100.00
Vietnam Inspectorate Vietnam LLC S 100.00 100.00 100.00 100.00
Vietnam MatthewsDaniel International (Vietnam) Ltd. S 100.00 100.00 100.00 100.00
Yemen Inspectorate International Ltd. Yemen S 100.00 100.00 100.00 100.00
Zambia Bureau Veritas Zambia Ltd. S 100.00 100.00 100.00 100.00
Zimbabwe Bureau Veritas Zimbabwe S 100.00 100.00 100.00 100.00
In accordance with IAS 27.13, the aforementioned entities are all fully consolidated since they are controlled by Bureau Veritas. The Group
has the majority of the voting rights in these entities or governs their financial and operating policies.
2017 2016
Country Company Type % control % interest % control % interest
China Beijing 7Layers Huarui Communications Technology Co., Ltd.. S 50.00 50.00 50.00 50.00
France Assistance Technique et Surveillance Industrielle - ATSI SA S 49.92 49.92 49.92 49.92
Japan Japan Analysts Co. Inc S 50.00 50.00 50.00 50.00
Jordan Middle East Laboratory Testing & Technical Services JV S 50.00 50.00 50.00 50.00
Russia Bureau Veritas Safety LLC S 49.00 49.00 49.00 49.00
Opinion
In compliance with the engagement entrusted to us by your Shareholders’ Meeting, we have audited the accompanying consolidated
financial statements of Bureau Veritas for the year ended December 31, 2017.
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, 2017 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.
The audit opinion expressed above is consistent with our report to the Audit and Risk Committee.
Audit framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under these standards are further described in the Responsibilities of the Statutory Auditors relating to the audit of the
consolidated financial statements section of our report.
Independence
We conducted our audit engagement in compliance with the independence rules applicable to us, for the period from January 1, 2017 to
the date of our report and in particular we did not provide any non-audit services prohibited by article 5(1) of Regulation (EU) No; 537/2014
or the French Code of Ethics (Code de déontologie) for Statutory Auditors.
Measurement of work-in-progress
Description of risk
In the ordinary course of its business, the Group has dealings with many French and international customers. Each Group entity issues its
own invoices using shared or specific software; some entities use shared service centers for this purpose.
As described in Note 3.14 to the consolidated financial statements, the Group uses the percentage-of-completion method for a significant
portion of its businesses to establish the amount of revenue to be recognized for contracts ongoing during a given period. The percentage of
completion is determined for each contract by comparing contract costs incurred up to the end of the reporting period with the total
estimated contract costs. The difference between revenue recognized according to the percentage-of-completion method and the invoices
issued is equivalent to work-in-progress.
At December 31, 2017, Group revenue amounted to €4,689.4 million, including €294.9 million recorded on the balance sheet as
work-in-progress or invoices to be issued.
Given (i) the materiality of its impact on the consolidated financial statements, (ii) the use of estimates to determine the percentage of
completion to be used at the end of each reporting period and (iii) the specific complexity created by the use of a decentralized billing
system, we deemed the measurement of work-in-progress to be a key audit matter.
In addition, we conducted our own sensitivity analyses to evaluate the challenges that might arise if the objectives established in the
business plans were not reached, particularly for revenue and margin.
We adapted our audit approach depending on the scale of the risk of impairment for each group of CGUs. Where appropriate, we organized
meetings with the relevant operational departments to understand the assumptions used. We also corroborated the information provided
to us with external market data (analysts' notes, sector studies, etc.).
We spoke to Group management about the changes made to the groups of CGUs that occurred in 2017 to gain an understanding of the
organizational and business factors underlying the change in the number of groups. We also assessed the appropriateness of the changes
made in relation to the new organizational structure.
We evaluated the impairment tests conducted by the Group at end-December 2017 according to the policies in effect in 2016, and noted
that these tests did not result in the recognition of an impairment loss.
Lastly, we verified that Note 11 to the consolidated financial statements contains the appropriate disclosures on the sensitivity analyses of
the recoverable amount of goodwill to changes in the main assumptions used.
Customer relationships impairment test
We gained an understanding of the procedure implemented by management to conduct customer relationships impairment tests.
Based on a representative sample, we compared the annual amortization expense to the entity's operating income to identify possible signs
of an impairment loss.
We examined the results of the tests conducted by the Group, as well as the amortization or depreciation expenses recognized during the
financial year further to the analyses conducted by the Group.
Provisions for liabilities and charges – contract-related disputes and other provisions for liabilities and
charges
Description of risk
At December 31, 2017, provisions for liabilities and charges amounted to €109.6 million, including €47.2 million in provisions for
contract-related disputes and €62.4 million in other provisions for liabilities and charges, comprising provisions for tax risks and
restructuring. An analysis of the provisions and changes thereto is provided in Note 27 to the consolidated financial statements.
Contract-related disputes
In the ordinary course of its business, the Group may be involved in any number of legal proceedings as a result of professional liability suits.
These proceedings are coordinated by the Legal Department with the assistance of the Group's lawyers and insurers.
As outlined in Note 3.12 and Note 27 to the consolidated financial statements, the provisions recorded by the Group are based on
estimates factoring in:
● opposing party claims;
● an assessment of the related risk, conducted in consultation with the Group's lawyers;
● the Group's insurance coverage in the event of a judgment against it.
Given the specific nature of each suit, the length of litigation proceedings, particularly in certain countries, the potential financial
implications and the uncertainty weighing on the outcome of each case, we deemed the assessment of the provisions for contract-related
disputes to be a key audit matter.
Other provisions for liabilities and charges
Other provisions for liabilities and charges consist mainly in provisions for restructuring and for tax risks.
Provisions for restructuring correspond to the restructuring plans announced before December 31, 2017 and that were still ongoing at that
date. The costs of the ongoing plans are estimated based on assumptions made by management regarding the effective roll-out of these
plans.
As regards tax audits, the Group operates in a considerable number of jurisdictions and is therefore subject to numerous tax systems with
rules and regulations that differ from one country to the next.
The estimated risk of an adjustment further to a tax audit is revised regularly by each subsidiary and by the Group's Tax Department with
the guidance of external advisors for the most significant or complex disputes.
We deemed the measurement of these provisions for restructuring and for tax risks to be a key audit matter due to their reliance on certain
estimates and, in relation to tax risks, the high degree of judgment required from management in their measurement.
Responsibilities of management and those charged with governance for the consolidated
financial statements
Management is responsible for preparing consolidated financial statements presenting a true and fair view in accordance with International
Financial Reporting Standards as adopted by the European Union and for implementing the internal control procedures it deems necessary
for the preparation of consolidated financial statements free of material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless it expects to
liquidate the company or to cease operations.
The Audit and Risk Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial reporting procedures.
The consolidated financial statements were approved by the Board of Directors.
Responsibilities of the Statutory Auditors relating to the audit of the consolidated financial
statements
Depr., amort.
(€ thousands) Notes Gross value and impairment 2017 net 2016 net
Intangible assets 1 1,284 (1,197) 87 110
Tangible assets 1 14,502 (9,881) 4,621 6,985
Long-term financial investments 1 & 2 2,151,848 (39,059) 2,112,789 2,106,025
Total non-current assets 2,167,634 (50,137) 2,117,497 2,113,120
Work-in-progress 3,627 3,627 5,467
Trade receivables 4 194,922 (10,398) 184,524 131,934
Other receivables 4 2,097,212 (27,533) 2,069,679 1,873,795
Marketable securities 4 6,592 6,592 662,467
Treasury shares 106,856 106,856 88,540
Cash at bank and on hand 136,062 136,062 42,154
Total current assets 2,545,271 (37,931) 2,507,340 2,804,358
Accrual accounts
Prepaid expenses 4 8,841 8,841 9,441
Unrealized currency translation losses 4,616 4,616 1,440
Bond redemption premiums 214
TOTAL ASSETS 4,726,362 (88,068) 4,638,294 4,928,572
Share capital 53,040 53,040
Share premiums 37,510 40,670
Reserves and retained earnings 716,960 581,389
Net profit 287,321 382,063
Regulated provisions 973 973
Total equity 3 1,095,804 1,058,135
Provisions for liabilities and charges 5 71,039 78,606
Payables
Bank borrowings and debt 4 2,264,004 2,872,241
Trade payables 4 179,231 34,895
Other payables 4 1,011,782 865,548
Accrual accounts
Prepaid income 4 16,200 16,613
Unrealized currency translation gains 234 2,535
TOTAL EQUITY AND LIABILITIES 4,638,294 4,928,572
Basis of measurement
book value. In this case, work-in-progress is reported directly on a
net basis.
Impairment is calculated for each contract based on the projected
5
margin as revised at year-end. Losses on completion arising on
onerous contracts are recognized in provisions for liabilities and
Non-current assets charges.
Non-current assets are carried at historical cost, in particular
assets located outside France. The exchange rate applied to the Trade receivables
currency in which the assets were purchased is the rate prevailing Trade receivables are depreciated to cover the risks of
at the acquisition date. non-collection arising on certain items. Impairments are
calculated based on a case-by-case analysis of risks, except for
Intangible assets non-material amounts for which statistical impairments are
Software developed in-house is capitalized in accordance with the calculated based on collection experience. The criteria for
benchmark treatment. The cost of production for own use determining impairment are based on the financial position of the
includes all costs directly attributable to analyzing, programming, debtor (liquidity situation, whether the debtor is the object of any
testing and documenting software specific to the Company's disputes, bankruptcy or legal reorganization proceedings), or
activities. whether the debtor is involved in any technical disputes.
Software is amortized over its estimated useful life, which does Marketable securities
not currently exceed seven years.
Marketable securities are carried at cost and written down to their
estimated net realizable value if this falls below their cost.
Comparative information
To satisfy regulatory requirements with regards to conflicts of While the impacts of these spin-offs were included in the
interest and to increase the visibility of the Group's France-based Company's balance sheet at December 31, 2016, enabling a
operations and support activities, which were hosted by Bureau comparison with the position at December 31, 2017, the 2016
Veritas SA, on December 31, 2016, the Company spun off its income statement included the profit or loss of the spun-off
France-based operations and support activities by means of six businesses.
partial asset contributions, which has enabled the Company to
For comparative purposes, the notes to the statutory financial
refocus in France on its holding activity.
statements include pro-forma information where necessary.
Note 2 Investments in subsidiaries and affiliates 266 Note 8 Net financial income (expense) 275
Note 3 Shareholders' equity 270 Note 9 Net exceptional income (expense) 276
Reclassifications Currency
and other translation
(€ thousands) 01/01/2017 Increases Decreases movements differences 12/31/2017
Other intangible assets 1,323 48 (38) - (49) 1,284
Intangible assets in progress - - - - - -
Intangible assets 1,323 48 (38) - (49) 1,284
Fixtures and fittings 7,689 164 (6,075) 1,258 (84) 2,952
Machinery and equipment 1,933 145 (164) - (170) 1,744
Vehicles 1,368 54 (214) - (114) 1,094
Furniture and office equipment 6,487 141 (2,151) 208 (370) 4,315
IT equipment 4,006 360 (184) 63 (258) 3,987
Tangibles assets in progress 1,981 - - (1,529) (42) 410
Tangible assets 23,464 864 (8,788) - (1,038) 14,502
Investments in subsidiaries and
affiliates 1,918,113 6,616 (4,300) 8,304 - 1,928,733
Investments in non-consolidated
companies 231 - - - - 231
Deposits, guarantees and receivables 215,356 30,493 (27,586) (1,590) (232) 216,441
Treasury shares 13,879 - (7,435) - - 6,443
Long-term financial investments 2,147,579 37,109 (39,321) 6,714 (232) 2,151,848
TOTAL 2,172,366 38,021 (48,147) 6,714 (1,319) 2,167,634
In April 2012, the Company set up a share buyback program in At December 31, 2017, the Company held 323,719 own shares
connection with its share-based payment plans in order to (i) classified in long-term financial investments, i.e., 103,507 shares
deliver shares to beneficiaries of stock purchase options or held in connection with the liquidity agreement and
performance share plans or (ii) cancel the repurchased shares. 220,212 shares to be canceled.
A. Detailed information about subsidiaries and affiliates whose book value exceeds 1% of the
reporting Company’s capital
865
52
(10)
116
143
5
149 17,439 6,536 (84)
73 4,927 1,606 14,149 1,229
31 157 (1)
27 3,038 4 (727)
15 155 669 9
15 1,400 829 (40)
1 (2)
782 27,449 13,157
48 48 3,398 38
63 63 11,709 2,518 2,087
9 9 84,085 6,630 794
1,355 (10)
1 1 1,372 568
230 230 3,795 685
346 346 396 58,688 13,061 968
99 3 923 1,923 136 9
1,928,733 1,889,829 1,531,671 230,672 1,033,796 355,554 199,949
Share capital
At December 31, 2017, share capital was composed of 442,000,000 shares, each with a par value of €0.12.
Changes in the number of shares comprising the share capital during the year were as follows:
(€ thousands)
Share capital at January 1, 2017 53,040
Capital reduction (40)
Share capital following the exercise of stock options 40
Share capital at December 31, 2017 53,040
Share premiums at January 1, 2017 40,670
Capital reduction (6,279)
Share premiums following the exercise of stock options 3,119
Share premium at December 31, 2017 37,510
Reserves at January 1, 2017 581,389
Retained earnings (2016 net profit appropriation) 382,063
Dividend payout (239,794)
Currency translation differences and other movements (6,698)
Reserves at December 31, 2017 716,960
2017 net profit 287,321
Regulated provisions in 2017 973
TOTAL EQUITY AT DECEMBER 31, 2017 1,095,804
(€ thousands)
Share capital 53,040
Share premiums 37,510
Retained earnings 491,699
Legal reserve 5,316
Other reserves 219,945
Net profit for the year 287,321
Regulated provisions 973
TOTAL EQUITY AT DECEMBER 31, 2017 1,095,804
Analysis of receivables
of which accrued
(€ thousands) Gross income 1 year or less More than 1 year
Trade receivables 194,922 78,687 194,922
Social security taxes and other social taxes 250 250 250
Income tax 27,551 27,551
Other taxes, duties and similar levies 25,797 25,797
Joint ventures and economic interest groupings 207 207
Receivable from Group and associated companies 2,027,886 2,027,886
Miscellaneous debtors 15,521 1,796 15,521
Other receivables 2,097,212 2,046 2,097,212
Marketable securities 6,592 6,592
Prepaid expenses 8,841 6,930 1,911
TOTAL RECEIVABLES 2,307,567 80,733 2,305,656 1,911
Analysis of payables
of which accrued
(€ thousands) Gross value expenses 1 year or less More than 1 year More than 5 years
Bank borrowings and debt 2,263,206 35,966 192,030 1,372,907 698,269
Other borrowings and debt 798 798
Borrowings and debt 2,264,004 35,966 192,828 1,372,907 698,269
Trade payables 179,231 36,192 179,231
Payable to employees 84,988 84,325 84,988
Social security taxes and other social taxes 3,333 157 3,333
Value added tax 3,940 3,940
Other taxes, duties and similar levies 14,582 14,533 14,582
Payable to Group and associated companies
Miscellaneous payables
899,030
5,909 1,000
899,030
5,909 5
Other payables 1,011,782 100,015 1,011,782
Prepaid income 16,200 16,200
TOTAL PAYABLES 3,471,217 172,173 1,400,041 1,372,907 698,269
A. Impairment of assets
Impairment recognized against other receivables mainly concerns current accounts of subsidiaries.
Regulated provisions comprise accelerated tax amortization recognized on acquisition fees for shares acquired since 2007.
The provision for pensions and other employee benefits takes into account a discount rate determined by reference to the yield on IBOXX
Euro Corporate AA 10-year bonds. The discount rate was 1.56% for France-based employees at December 31, 2017, compared with
1.71% at end-2016.
Movements during the year are shown below:
The Company has set up multi-currency foreign exchange derivatives hedging the euro. These instruments are set up on a centralized basis
and are designed to protect the Group against currency risk arising on its intra-group loans and advances.
Foreign exchange derivatives maturing within one year (currency swaps and forward purchases and sales) in place at December 31, 2017
were as follows:
Notional amount
Currency (millions of currency units) Fair value of derivative
USD 287.0 (3.0)
CAD (98.0) 1.5
ZAR (139.0) (0.4)
SGD (101.0) 0.4
RUB 42.0 0.1
PLN 5.0 0.0
JPY 1,178.0 (0.1)
GBP (65.0) 0.3
CNY (277.0) (0.2)
AUD 173.0 0.4
SEK (113.0) (0.2)
DKK (95.0) 0.0
CZK (146.0) 0.0
NOK (45.0) 0.0
HUF 39.0 0.0
CHF (4.0) 0.0
TOTAL AT DECEMBER 31, 2017 (1.2)
The Company had no interest rate hedges at year-end. At December 31, 2017, the Company had no derivative instruments classified as
trading instruments.
The segment analysis takes into account the impacts as from January 1, 2017 of the changes to the Group's presentation of the segment
reporting.
Accordingly, the 2016 figures have been restated. Revenue from “Government Services & International Trade” has been allocated to
“Agri-Food & Commodities” while the “In-Service Inspection & Verification” business has been allocated between “Industry” and
“Buildings & Infrastructure”.
The EMEA region includes Europe (excluding France), Africa and the Middle East.
The impacts of the spin-off of the Company's France-based operations and support activities do not change the comparability of results
between 2016 and 2017.
5
The impacts of the spin-off of the Company's France-based operations and support activities do not change the comparison of results
between 2016 and 2017.
The net exceptional income for 2017 notably reflects a capital gain of €25.5 million resulting from the sale of the subsidiaries
Bureau Veritas Mexicana and Bureau Veritas Russia to Bureau Veritas International.
2017 2016
Amount before Amount before
(€ thousands) income tax Income tax income tax Income tax
Profit from ordinary operations 223,489 (27,030) 436,147 66,869
Net exceptional income 36,646 (162) 23,869 (79)
A comparison cannot be made between 2016 and 2017 due to the spin-off of the France-based operations and support activities as the
subsidiaries that received the spun-off operations, which all belonged to the tax consolidation group at January 1, 2017, now record the tax
expense corresponding to the income from these operations.
The 2017 income statement was also impacted by the refund received by the Company in December 2017 of the 3% tax on dividends paid
by the Company has paid since 2013, after this was declared null and void by the French Constitutional Court in October 2017.
Tax consolidation
In accordance with article 223A of the French Tax Code, the Tecnitas, HydrOcean, Bureau Veritas Holding France, Bureau
Company is the sole Group entity liable for income tax payable in Veritas Holding 4, Bureau Veritas Holding 5, Bureau Veritas
respect of fiscal years beginning on or after January 1, 2008. Holding 6, Bureau Veritas Holding 7, Bureau Veritas Holding 8 and
Unicar Group.
The tax consolidation group comprises:
Under tax consolidation rules, subsidiaries pay contributions in
BIVAC International, Bureau Veritas Certification France, Bureau
respect of income tax. Regardless of the tax effectively due, these
Veritas Certification Holding, Bureau Veritas CPS France, Bureau
contributions shall be equal to the income tax for which the
Veritas Services France, Bureau Veritas Construction, Bureau
subsidiary would have been liable or to the net long-term capital
Veritas Exploitation, Bureau Veritas Marine & Offshore, Bureau
gain for the period had it been taxed as a separate entity, less all
Veritas GSIT, Bureau Veritas International, Bureau Veritas
deduction entitlements that would have applied to the separately
Laboratoires, Codde, ECS, Transcable-Halec, LCIE, Medi-Qual,
taxable entity.
Oceanic Développement, Bureau Veritas Services, SODIA,
Deferred taxes at December 31, 2017 are presented after offsetting deferred tax assets and deferred tax liabilities relating to the same tax
entity or tax group, where applicable, and primarily comprise deferred tax on provisions for pensions and other employee benefits,
non-deductible accrued charges, and provisions for contract-related disputes.
Performance share plans employees and to the Executive Corporate Officer. To be eligible
for the performance share plans, beneficiaries must complete a
minimum period of service and meet certain performance targets
Description based on 2017 adjusted consolidated operating profit and the
consolidated adjusted operating margin for 2018 and 2019.
Performance shares were awarded to senior managers and other
Pursuant to a decision of the Board of Directors, the Company also
selected employees, which will require the Group to buy back its
awarded 800,000 performance shares to the Executive Corporate
shares on the market. Depending on the plan, performance shares
Officer on July 22, 2013. The conditions for the share award were
are generally conditional on completing three to four years of
amended pursuant to a decision of the Board of Directors of
service and achieving performance targets based on adjusted
December 11, 2015 and the shares are now subject to a minimum
consolidated operating profit for the year of the award and on the
service period of nine years as Corporate Officer, followed by a
consolidated adjusted operating margin for the following two
two-year mandatory holding period, and a performance target
years.
based on the Total Shareholder Return (TSR). TSR is an indicator
Pursuant to a decision of the Board of Directors on June 21, 2017, of the profitability of the Company’s shares over a given period,
the Company awarded 1,207,820 performance shares to certain taking into account the dividend and any market share price gains.
Number of shares
Contribution basis
Grant date Expiration date 2017 2016 (in euros per option)
07/22/2013 Plan 07/22/2017 - 632,222 5.25
07/22/2013 Plan 07/22/2022 720,000 720,000 1.73
07/16/2014 Plan 07/16/2018 436,108 826,365 4.70
07/15/2015 Plan 07/15/2019 991,044 1,048,998 4.95
06/21/2016 Plan 06/21/2019 497,052 1,110,850 3.87
06/21/2017 Plan 06/21/2020 1,191,420 - 4.16
NUMBER OF SHARES AT DECEMBER 31 3,835,624 4,338,435
Performance shares and stock purchase Impact of share-based payment plans on the
options awarded to beneficiaries not directly Company's financial statements
employed by the Company
In 2017, the Company recognized a total expense of €26.5 million
The cost of awarding performance shares to beneficiaries not (€21.0 million in 2016) in respect of share-based payment plans.
directly employed by the Company is borne by the Company The expense reflects the cost of the shares to be delivered,
through its purchases of shares on the market. estimated based on the price of the purchases made between
2013 and 2017, and the closing share price at
In 2017, the Company therefore recognized the estimated cost of December 31, 2017. In 2016, the expense reflected purchases
performance shares and exercisable stock options awarded to made between 2013 and 2016 and the closing share price at
beneficiaries not directly employed by the Company under the December 31, 2016.
new 2017 plan.
At December 31, 2017, the liability (amount payable to
In parallel, the Company continued to implement a procedure employees) amounted to €69.9 million (end-2016: €64.1 million).
under which the cost of the awards made to these beneficiaries
are rebilled to the Group companies employing them. Income At December 31, 2017, the Company held 5,466,563 of its own
totaling €20.0 million was recognized in this respect in 2017 shares for delivery under stock option and performance share
(€15.2 million in 2016). plans. These shares are shown on a separate asset line in the
balance sheet for €106.9 million (€88.5 million at end-2016).
Note 12 Employees
2017 2016
Employees 2,015 8,581
The reduced headcount by around 6,500 employees resulted from the spin-off of the Company's activities in France at the end of 2016.
Opinion
In compliance with the engagement entrusted to us by your Shareholders’ Meeting, we have audited the accompanying financial
statements of Bureau Veritas for the year ended December 31, 2017.
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, 2017 and of the results of its operations for the year then ended in accordance with French accounting principles.
The audit opinion expressed above is consistent with our report to the Audit and Risk Committee.
Independence
We conducted our audit engagement in compliance with the independence rules applicable to us for the period from January 1, 2017 to the
date of our report and in particular we did not provide any non-audit services prohibited by article 5(1) of Regulation (EU) No. 537/2014 or
the French Code of Ethics (Code de déontologie) for Statutory Auditors.
Emphasis of matter
Without qualifying our opinion, we draw your attention to the matter set out in the “Summary of significant accounting policies” section of
the notes to the financial statements, which describes the change of accounting policy as a result of the first-time application as of January
1, 2017 of ANC Regulation 2015-05 on forward financial instruments and hedging transactions.
5
Justification of assessments – Key audit matters
In accordance with the requirements of articles L.823-9 and R.823-7 of the French Commercial Code (Code de commerce) relating to the
justification of our assessments, we inform you of the key audit matters relating to the risks of material misstatement that, in our
professional judgement, were of most significance in our audit of the financial statements, as well as how we addressed those risks.
These matters were addressed as part of our audit of the financial statements as a whole, and therefore contributed to the opinion we
formed as expressed above. We do not provide a separate opinion on specific items of the financial statements.
Accordingly, due to the inherent uncertainty of certain inputs of the estimation, in particular the likelihood of achieving projections, we
deemed the measurement of equity investments and loans and advances to subsidiaries to be a key audit matter.
Verification of the management report and of the other documents provided to the shareholders
In accordance with professional standards applicable in France, we have also performed the specific verifications required by French law.
Information given in the management report with respect to the Company’s financial position and the financial
statements
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 other documents provided to the shareholders with respect to the financial
position and the financial statements.
Other information
In accordance with French law, we have verified that the required information concerning the identity of the shareholders and holders of the
voting rights has been properly disclosed in the management report.
Responsibilities of management and those charged with governance for the financial statements
Management is responsible for preparing financial statements presenting a true and fair view in accordance with French accounting
principles, and for implementing the internal control procedures it deems necessary for the preparation of financial statements free of
material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless it expects to liquidate the
company or to cease operations.
The Audit and Risk Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial reporting procedures.
The financial statements were approved by the Board of Directors.
The bases of measurement used to prepare the annual statutory financial statements are identical to those adopted in previous years.
The bases of presentation include the impacts of the entry into force on January 1, 2017 of ANC regulation 2015-05, as described in the
notes to the statutory financial statements.
Number of shares
Year Total amount distributed concerned Dividend per share(a)
2014 €209,809,271.04 437,102,648 0.48(b)
2015 €222,770,924.85 436,805,735 0.51(c)
2016 €239,794,093.00 435,989,260 0.55(d)
(a) The dividend per share was paid during 2015.
(b) The dividend per share was paid during 2016.
(c) The dividend per share was paid during 2017.
(d) In accordance with article 243 bis of the French Tax Code, these dividends entitle the shareholders to the 40% deduction referred to in article 158, paragraph 3
(2) of the French Tax Code.
The dividend distribution policy is set out in section 6.8.2 – Dividend distribution policy of this Registration document.
Components of the Annual Financial Report are identified in this table of contents with the sign
Registered office
Immeuble Newtime – 40/52, boulevard du Parc – 92200 Neuilly-sur-Seine – France
Tel: +33 (0) 1 55 24 70 00 – Fax: +33 (0) 1 55 24 70 01
Accounting period
From January 1 to December 31 each year.
BUREAU VERITAS SA
Direct holding
Indirect holding
6
The percentage interest shown in the organization chart above equates to the percentage of control.
6
external revenue of €46.1 million.
Current share buyback program adopted at the Annual Shareholders’ Meeting held on May 16, 2017
In accordance with the provisions of articles L. 225-209 et seq. of Code (Code de travail), and any free share grants under the
the French Commercial Code and with Regulation (EU) provisions of articles L. 225-197-1 et seq. of the French
No. 596/2014 of the European Parliament and of the Council Commercial Code, and to carry out any hedging to cover these
dated April 16, 2014, as well as any other provisions that may transactions under applicable legal and regulatory conditions;
apply, the eighteenth resolution of the Annual Shareholders’ and/or
Meeting held on May 16, 2017 authorized the Board of Directors
● remit shares in the event of the issue or the exercise of the
(with the option to delegate further) to purchase or have the
rights attached to securities giving immediate and/or future
Company purchase a total number of the Company’s ordinary
access to the share capital of the Company by repayment,
shares not exceeding 10% of the share capital of the Company at
conversion, exchange, presentation of a warrant or in any other
any time, in order to:
manner; and/or
● ensure the liquidity of and make a market in Bureau Veritas
● hold and subsequently remit shares (for exchange, payment or
shares via an investment services provider acting independently
other) as part of acquisitions, mergers, spin-offs or
and on behalf of the Company without being influenced by the
contributions, it being understood that in such a case, the
Company, under a liquidity agreement that complies with a
bought back shares may not at any time exceed 5% of the
Code of Ethics recognized by the AMF, or any other applicable
share capital of the Company, this percentage being applied to
law or regulation; and/or
a share capital figure adjusted to reflect any transactions that
● implement any Company stock option plan under the provisions take place after this Shareholders’ Meeting that affect total
of articles L. 225-177 et seq. of the French Commercial Code or capital; and/or
any similar plan, any share grant or transfer to employees as
● cancel all or part of the Company’s ordinary shares thus
part of a profit-share plan or any company or group savings plan
acquired, and/or
(or similar scheme) in accordance with the provisions of the law
and particularly articles L. 3332-1 et seq. of the French Labor
New share buyback program to be submitted to the Annual Shareholders’ Meeting to be held to
approve the financial statements for the year ended December 31, 2017
A new share buyback program will be submitted for approval to ● remit shares in the event of the issue or the exercise of the
the next Annual Shareholders’ Meeting of May 15, 2018. rights attached to securities giving immediate and/or future
access to the share capital of the Company by repayment,
In accordance with the provisions of articles L. 225-209 et seq. of
conversion, exchange, presentation of a warrant or in any other
the French Commercial Code, Regulation (EU) No. 596/2014 of
manner; and/or
the European Parliament and of the Council dated April 16, 2014,
as well as any other provisions that may apply, the objectives of ● hold and subsequently remit shares (for exchange, payment or
this program, subject to approval by the Annual Shareholders’ other) as part of acquisitions, mergers, spin-offs or
Meeting to be held on May 15, 2018, are to: contributions, it being understood that in such a case, the
bought back shares may not at any time exceed 5% of the
● ensure the liquidity of and make a market in Bureau Veritas
shares via an investment services provider acting independently
and on behalf of the Company without being influenced by the
share capital of the Company, this percentage being applied to
a share capital figure adjusted to reflect any transactions that
take place after this Shareholders’ Meeting that affect total
6
Company, under a liquidity agreement that complies with a
capital; and/or
Code of Ethics recognized by the AMF, or any other applicable
law or regulation; and/or ● cancel all or part of the Company’s ordinary shares thus
acquired, and/or
● implement any Company stock option plan under the provisions
of articles L. 225-177 et seq. of the French Commercial Code or ● implement any market practice that is or may be allowed by
any similar plan, any share grant or transfer to employees as the market authorities; and/or
part of a profit-share plan or any company or group savings plan
● carry out transactions for any other purpose that is or may be
(or similar scheme) in accordance with the provisions of the law
authorized by the laws or the regulations in force. In such a
and particularly articles L. 3332-1 et seq. of the French Labor
case, the Company shall inform the shareholders by way of a
Code or any similar plan, any free share grants under the
press release or any other form of communication required by
provisions of articles L. 225-197-1 et seq. of the French
the regulations in force.
Commercial Code or any similar plan, and to carry out any
hedging to cover these transactions under applicable legal and
regulatory conditions; and/or
Purchases of the Company’s shares may relate to a number of The maximum unit purchase price under this share buyback
shares, such that: program would be €45 (excluding transaction costs), subject to
adjustments within the scope of changes to the share capital, in
● the number of shares bought back by the Company during the
particular by incorporation of reserves or awards of free shares
share buyback program would not exceed 10% of the shares
and/or splitting or reverse splitting of shares, amortization of
constituting the share capital of the Company, this percentage
share capital or any other operation affecting equity, in order to
being applied to a share capital figure adjusted to reflect
take the effect of such transaction into account on the unit value.
transactions following the Annual Shareholders’ Meeting to be
held on May 15, 2018, i.e. for information purposes, a number of The maximum amount allocated to implement the share buyback
shares not exceeding 44,200,000 based on the number of program would amount to €1,989,000,000 (excluding transaction
shares constituting the Company’s share capital at costs).
December 31, 2017; and
This new authorization would be granted for a period of
● the number of shares that the Company may hold at any given 18 months as from the decision of the Shareholders’ Meeting
time would not exceed 10% of the shares constituting the convened on May 15, 2018, i.e. until November 14, 2019, and
share capital of the Company at the planned date. would render ineffective the unused portion of the authorization
granted by the Shareholders’ Meeting on May 16, 2017 under the
These transactions may be carried out during periods determined
terms of its eighteenth resolution.
by the Board of Directors in accordance with applicable legal and
regulatory conditions, it being specified that the Board of Directors
may not, without the prior authorization of the Shareholders’
Meeting, implement this share buyback program in the event that
a third party makes a public offer to purchase the shares in the
Company and until the expiration of such offer.
6.6.6 Pledges
To the Company’s knowledge, at December 31, 2017, As indicated in Note 33 – Off-balance sheet commitments and
1,239,500 shares in the Company, held by individuals, were pledges to the 2017 consolidated financial statements in
pledged (i.e. around 0.28% of the number of shares comprising its section 5.1 of this Registration document, the Group had pledged
share capital). current and non-current financial assets for a carrying amount of
€5.0 million at December 31, 2017.
Wendel
Group Executive Committee Employees (a) Free float
BUREAU VERITAS
1.31%
Bureau Veritas treasury shares
6
(a)
including direct holdings of registered shares
Share ownership thresholds This double-voting right is deemed to be terminated for any share
converted into a bearer share or subject to a transfer of
To the best of the Company’s knowledge, aside from the major ownership.
shareholder Wendel, one other shareholder owned more than 5%
of the Company’s capital or voting rights at March 23, 2018. Nevertheless, the double-voting right will not be lost and the
holding period will be deemed to have continued, in the event of
By a letter received on December 6, 2017, Harris Associates LP transfer from registered to bearer form as a result of inheritance,
(111 S. Wacker Drive, Suite 4600, Chicago, IL 60606, United sharing of assets jointly held between spouses, or in vivo donations
States), acting on behalf of the investment funds and clients from a spouse or from immediate family members.
whose assets it manages, declared that it had gone below the 6%
voting rights threshold of Bureau Veritas and that it held, on behalf At December 31, 2017, 188,017,912 shares held double-voting
of the above-mentioned investment funds and clients, rights out of the 442,000,000 shares comprising the share capital.
26,441,946 shares of Bureau Veritas representing 5.98% of the
Company’s capital and 5.93% of its voting rights. Harris Control of the Company
Associates LP had declared by a letter received on
February 13, 2017 that its interest had exceeded the 7% At December 31, 2017, the Company was controlled indirectly by
threshold of Bureau Veritas’ voting rights. This had resulted from Wendel, which held 40.08% of the share capital and 56.24% of
the acquisition of Bureau Veritas shares by way of market the theoretical voting rights.
purchases.
The structure and organization of the Board of Directors and its
Moreover, in accordance with the Company’s by-laws, during the specialized committees, the number of independent directors, the
2017 financial year: fact that the roles of Chairman and of Chief Executive Officer are
separate, and compliance with the Internal Regulations and with
● two institutional investors informed the Company that their the AFEP-MEDEF Code help manage the presence of a majority
interest had exceeded the 4% threshold of the share capital of shareholder. The Board of Directors of Bureau Veritas ensures in
the Company; and particular that at least one-third of its members are independent.
● an institutional investor informed the Company that its interest Independent members of the Board of Directors are selected from
had exceeded the 3% threshold of the share capital of the persons who are independent and unconnected to the Company
Company. By a letter received on February 21, 2018, this within the meaning of the Board of Directors’ Internal Regulations.
investor informed the Company that its interest had gone At December 31, 2017, the Chairman of the Board of Directors as
below the 3% threshold of the share capital of the Company. well as five out of the Board's 12 members were considered
independent based on the criteria of the AFEP-MEDEF Code: Aldo
Shareholder voting rights Cardoso, Ana Giros Calpe, Ieda Gomes Yell, Pierre Hessler, Pascal
Lebard and Siân Herbert-Jones. The Audit & Risk Committee has
Pursuant to the Company’s by-laws as amended by the three of the six independent members of the Board, one of whom
Shareholders’ Meeting of June 18, 2007 and which came into is the committee’s Chairman. Four out of the five members of the
force on October 23, 2007, double-voting rights are granted to all Nomination & Compensation Committee are independent.
fully paid-up shares that are held in registered form for a period of Members of the Board of Directors as well as their committee
at least two years. memberships are presented in section 3.1.1 – Board of Directors
of this Registration document.
(in €) 2017(a)
In respect of
2016 2015
6
Dividend per share 0.56 0.55 0.51
(a) To be proposed to the Shareholders’ Meeting of May 15, 2018
SHARE PRICE
(in euros)
25
24
23
22
21
20
19
18
17
16
15
Jan. 2017 Feb. 2017 Mar. 2017 Apr. 2017 May 2017 Jun. 2017 Jul. 2017 Aug. 2017 Sep. 2017 Oct. 2017 Nov. 2017 Dec. 2017 Jan. 2018 Feb. 2018 Mar. 2018
●
the by-laws of Bureau Veritas SA;
all reports, letters and other documents, historical financial information, assessments and declarations made by external consultants, a
6
part of which is included or mentioned in this Registration document;
● the historical financial information of Bureau Veritas and its subsidiaries for each of the two financial years preceding the publication of
this Registration document.
Moreover, in accordance with AMF recommendation No. 2012-05 (amended October 24, 2017), the Company’s updated by-laws may also
be viewed at the website: http://finance.bureauveritas.com.
Agreements and commitments submitted for the approval of the Shareholders' Meeting
We were not informed of any agreement or commitment entered into during the year to be submitted for approval at the Shareholders’
Meeting pursuant to the provisions of Article L.225-38 of the French Commercial Code.
If used, the electronic signature may take the form of the process However, a double-voting right as conferred on other shares, for
detailed in the first sentence of the second paragraph of the proportion of the capital they represent, is assigned to all fully
article 1316-4 of the French Civil Code (Code civil). paid-up shares, registered for at least two years in the name of
the same shareholder.
If the Board of Directors decides as such at the time the meeting is
convened, shareholders may also attend the Shareholders’ Moreover, in the event the capital is increased via incorporation of
Meeting via videoconferencing or other telecommunication reserves, profits or share premiums, the double-voting right shall
systems through which their identity can be verified, in which case be conferred, upon issuance, on registered shares attributed free
they shall be considered present for calculation of the quorum and of charge to shareholders whose former shares were entitled to
majority. that right.
The double-voting right automatically ceases for any share
converted to a bearer share or subject to a transfer of ownership.
Attendance sheet, Board, minutes Nevertheless, the double-voting right will not be lost, and the
(article 27 of the by-laws) holding period will be deemed to have continued, in the event of
transfer from registered to bearer form as a result of inheritance
An attendance sheet containing the information stipulated by law by distribution of marital community property or inter vivos gifts in
shall be kept at each meeting. favor of a spouse or relatives entitled to inherit. The same holds
true where shares with double-voting rights are transferred as a
This attendance sheet, duly signed by the attending shareholders result of a merger or division of a corporate shareholder. The
and their proxies and to which shall be appended the powers of merger or spin off of the Company has no effect on the
attorney awarded to each proxy and, where applicable, the double-voting right which may be exercised within the beneficiary
vote-by-post forms, shall be certified accurate by the officers of company or companies, if the right is established in their by-laws.
the meeting.
Voting takes place and votes are cast, depending on what the
The meetings shall be chaired by the Chairman of the Board of meeting officers decide, by a show of hands, electronically or by
Directors or, in his absence, by the Vice-Chairman of the Board of any means of telecommunication enabling the shareholders to be
Directors or by a member of the Board of Directors specially identified under the regulatory conditions in force.
appointed for this purpose.
If the meeting is convened by the Statutory Auditor or Auditors, by
a legal proxy or by liquidators, the meeting shall be chaired by the Ordinary Shareholders’ Meeting
author of the notice of meeting. (article 29 of the by-laws)
In all cases, if the person authorized or appointed to chair the
meeting is absent, the Shareholders’ Meeting shall elect its The Ordinary Shareholders’ Meeting is called upon to take any
Chairman. decisions that do not amend the Company by-laws.
The duty of scrutineer shall be performed by the two shareholders, It shall be held at least once a year, within the applicable legal and
attending and accepting the duty in their own name or regulatory time periods, to deliberate on the parent company
represented by their proxies, with the largest number of shares. financial statements and, where applicable, on the consolidated
financial statements for the preceding accounting period.
The officers’ Board thus formed shall appoint a secretary, who
may not be a shareholder. The Ordinary Shareholders’ Meeting, deliberating in accordance
with the terms pertaining to quorum and majority as set forth in
The members of the officers’ Board have the duty of checking, the governing provisions, exercises the powers granted it by law.
certifying and signing the attendance sheet, ensuring that the
discussions proceed properly, settling incidents during the
meeting, checking the votes cast and ensuring they are in order,
and ensuring that the minutes are drawn up and signing them. Extraordinary Shareholders’ Meeting
Minutes are drawn up and copies or extracts of the proceedings (article 30 of the by-laws)
are issued and certified in accordance with the law.
Only the Extraordinary Shareholders’ Meeting is authorized to
amend the Company by-laws in all their provisions. It may not,
however, increase the commitments of shareholders, excepting
Quorum, voting, number of votes transactions resulting from an exchange or consolidation of
(article 28 of the by-laws) shares, duly decided and performed.
The Extraordinary Shareholders’ Meeting, deliberating in
At Ordinary and Extraordinary Meetings, the quorum shall be accordance with the terms pertaining to quorum and majority set
calculated on the basis of all the shares making up the share forth in the provisions that govern it, exercises the powers granted
capital, minus any shares that have had their voting rights it by law.
suspended by virtue of legal provisions.
When voting by mail, only forms received by the Company before
the meeting is held, within the terms and conditions set by the law
and the by-laws, shall be taken into consideration for calculating
the quorum.
At Ordinary and Extraordinary Meetings, shareholders are entitled
to the same number of votes as the number of shares they hold,
with no limitation.
Where they have not been duly declared under the conditions form the Company’s capital and that carry voting rights, including
provided above, shares exceeding the fraction that should have those with their voting rights suspended, as published by the
been declared are deprived of voting rights in Shareholders’ Company in accordance with the law (the Company being required
Meetings from the moment one or more shareholders in to specify, in its publications, the total number of said shares
possession of at least 5% of the Company’s capital or voting rights carrying voting rights and the number of shares that have their
make such a request, duly recorded in the minutes of the voting rights suspended).
Shareholders’ Meeting. The suspension of voting rights shall apply
to all Shareholders’ Meetings taking place up until expiration of a
period of two years from the date on which the reporting
requirement is fulfilled. Changes to share capital
(article 7 of the by-laws)
Any shareholder whose share in the capital and/or voting rights in
the Company falls below any of the aforementioned thresholds is The share capital can be increased or decreased by any method or
also required to notify the Company as such, within the same means authorized by law. The Extraordinary Shareholders’
period of time and in the same manner, no matter the reason. Meeting can also decide to proceed with a division of the par value
In calculating the aforementioned thresholds, the denominator of the shares or with their consolidation.
must include consideration of the total number of shares that
Sites internet
www.bureauveritas.com
www.bureauveritas.fr
http://group.bureauveritas.com
This document is printed in France by an Imprim’Vert certified printer on PEFC certified paper produced
from sustainably managed forest.
Immeuble Newtime, 40/52 Boulevard du Parc - 92200 Neuilly-sur-Seine - France
Tel.: +33(0)1 55 24 70 00 - Fax: +33(0)1 55 24 70 01 - www.bureauveritas.fr