Contents | 2 |
1. Information about the Universal Registration Document | 7 |
1.1 Person responsible for the Universal Registration Document | 8 |
1.2 Responsibility statement | 8 |
1.3 Auditors | 8 |
1.4 Person responsible for the information | 8 |
2. Presentation of the Group | 9 |
2.1 History of the Group | 10 |
2.2 Simplifi ed Organization chart of EXEL Industries group at September 30, 2019 | 11 |
2.3 Business overview of the EXEL Industries group | 11 |
2.3.1 Group businesses and products | 11 |
2.3.2 Customers - suppliers | 16 |
2.3.3 Plant and machinery | 17 |
2.3.4 Investments | 21 |
3. Management report | 23 |
3.1 Annual highlights | 24 |
3.2 Events after the reporting period and outlook | 24 |
3.3 Research and development | 25 |
3.3.1 A culture of innovation | 25 |
3.3.2 Trademarks and patents | 27 |
3.4 Statement of Non-Financial Performance | 28 |
3.4.1 Methodology | 28 |
3.4.2 Our Business Model | 28 |
3.4.3 Our non-financial risks | 30 |
3.4.4 Actions undertaken | 31 |
3.4.5 Outcomes and performance indicators, tracked monthly | 40 |
3.4.6 Report of the Statutory Auditor appointed as independent third party on the consolidated statement of non-fi nancial performance included in the Group’s management report | 42 |
3.5 Company operations, consolidated and parent company financial statements | 44 |
3.5.1 Consolidated financial statements - Main consolidated data | 44 |
3.5.2 Statutory Accounts | 45 |
3.5.3 Analysis of trade payables and trade receivables | 46 |
3.6 Risk factors | 46 |
3.6.1 Risks connected to the sector of activity | 46 |
3.6.2 Operational risks | 47 |
3.6.3 Financial risks | 48 |
3.6.4 Other risks | 49 |
3.7 Insurance | 50 |
3.8 Exceptional items and litigation | 50 |
3.9 Information on corporate officers | 51 |
3.9.1 Compensation and benefi ts paid in the fiscal year to corporate officers of the Group | 51 |
3.9.2 Offices and positions held by each corporate officer as at September 30, 2019 | 51 |
3.10 Current agreements concluded under normal conditions in fiscal year 2018/2019 | 51 |
3.10.1 Debt waiver with a “better fortunes” (financial recovery) clause | 51 |
3.10.2 Loan agreements | 51 |
3.10.3 Cash management agreements | 52 |
3.10.4 Other current agreements | 52 |
3.11 Regulated Agreements | 52 |
3.12 Change in accounting method | 53 |
3.13 Statement of fees for Statutory Auditors and auditing services | 53 |
3.14 Parent Company results and five-year financial summary | 53 |
4. Consolidated financial statements | 55 |
4.1 Consolidated balance sheet at September 30, 2019 | 56 |
4.2 Consolidated income statement, period ended September 30, 2019 | 58 |
4.3 Consolidated statement of changes in shareholders’ equity | 59 |
4.4 Consolidated statement of cash flows | 60 |
4.5 Notes to the consolidated financial statements | 61 |
4.6 Statutory Auditors’ report on the consolidated financial statements | 88 |
5. Separate financial statements | 91 |
5.1 Balance sheet at September 30, 2019 | 92 |
5.2 Income statement | 93 |
5.3 Notes to the parent company financial statements | 94 |
5.4 Proposed appropriation of net income | 102 |
5.5 Statutory Auditors’ report on the Company financial statements | 103 |
5.6 Statutory Auditors’ special report on regulated agreements and commitments | 106 |
6. Report on Corporate Governance | 107 |
6.1 Offices and positions held in any company by each corporate officer during the 2018/2019 fiscal year | 108 |
6.2 Agreements concluded, directly or through a third party between, on the one hand, one of the corporate officers or one of the shareholders holding a proportion of voting rights greater than 10% in a company and, on the other hand, another company in which it owns, directly or indirectly, more than half of the capital | 110 |
6.3 Summary of authorizations in force granted by the shareholders’ Annual General Meeting relating to increases in share capital | 110 |
6.4 Corporate governance and administrative bodies of EXEL Industries SA | 111 |
6.5 Committees | 111 |
6.5.1 Audit Committee | 111 |
6.5.2 Remuneration and Appointments Committee | 112 |
6.6 Board of Directors | 112 |
6.7 Remuneration and benefi ts paid in the fi scal year to corporate officers of the Group | 113 |
6.7.1 Remuneration of non-executive corporate officers | 114 |
6.7.2 Remuneration of executive corporate officers | 115 |
6.8 Information that could be of significance in the event of a takeover bid | 118 |
6.9 Internal control and risk management procedures | 118 |
7. Information on the Company and its share capital | 121 |
7.1 General information on EXEL Industries | 122 |
7.2 Capital and Shareholders | 123 |
7.2.1 Stock market data | 123 |
7.2.2 Relations with the financial community | 124 |
7.2.3 Dividends distributed | 125 |
7.2.4 Shareholders | 126 |
7.2.5 Share repurchase program | 127 |
7.2.6 Additional information regarding the share capital | 128 |
Cross-reference table | 129 |