BIC - 2018 Registration document

CONTENTS2
Message from the CEO5
2018 Profile8
BIC Vision10
BIC Model12
BIC Way16
BIC Performance23
1. GROUP PRESENTATION27
1.1. Key figures28
1.2. History32
1.3. Business presentation35
1.4. Research and Innovation40
1.5. Property, plant and equipment41
2. RISKS43
Introduction44
List of the main risks44
2.1. Operational and financial risks45
Financial and market risks45
Legal proceedings risks47
Industrial and environmental risks47
Strategic and operational risks48
Other special risks49
2.2. Extra financial risks50
Risks related to Plastics: Production of Plastic Waste and Resource Depletion50
Risks related to Climate Change51
Risks Related to Product Safety and Consumer Health and Safety52
Risks related to Health and Safety of Team members52
Risks Related to non-respect of Human Rights (Child labor, international conventions, ILO)53
Risks related to unfair Practices (Corruption)53
Risks Related to the Environment54
Risks Related to Reputation and Brand54
Risks related to experienced team members and skills54
2.3. Vigilance Plan55
2.3.1. Regulatory framework55
2.3.2. Governance55
2.3.3. Risk Mapping55
2.3.4. Organization and measures for the prevention of major extra-financial risks56
2.4. Risk management and internal control procedures implemented by the Company and Insurance59
2.4.1. Risk management and internal control definitions and objectives59
2.4.2. Components of risk management and internal control of the Company and its subsidiaries60
2.4.3. Risk management and internal control participants, specific structure (s) in charge/respective roles and interactions64
2.4.4. Insurance – coverage of risks likely to be incurred by the issuer66
3. OUR ENVIRONMENTAL, SOCIAL, AND SOCIETAL RESPONSIBILITY69
3.1. The BIC Sustainable Development Program and its five flagship commitments: Writing the Future, Together71
3.1.1. Our commitment for 2025, rooted in our history and convictions71
3.1.2. Integrating sustainable development into our operations76
3.1.3. Interaction with our stakeholders78
3.2. Responsibility concerning our products80
3.2.1. Our products’ environmental performance80
3.2.2. Products conceived to meet and anticipate consumers’ expectations86
3.2.3. Product safety88
3.2.4. Optimized packaging90
3.3. Environmental responsibility concerning our operations92
3.3.1. Our industrial sites and offices92
3.3.2. Our transportation activities99
3.4. Our social responsibility to our employees101
3.4.1 The workforce101
3.4.2. Sharing our values, listening to our employees103
3.4.3. Health/Safety in the workplace103
3.4.4. Employee security related to geopolitical risks105
3.4.5. Health and well-being in the workplace105
3.4.6. Employee development108
3.4.7. Le système de rémunération110
3.4.8. Promoting diversity111
3.4.9. Social dialogue113
3.5. Our societal responsibility114
3.5.1. Fulfilling our responsibility across our entire value chain114
3.5.2. Supporting the local economy and promoting solidarity118
3.6. Milestones123
3.6.1. Extra-financial ratings123
3.6.2. Awards received123
3.6.3. Perimeter and selection of indicators123
3.6.4. Indicators table125
3.6.5. Report of one of the Statutory Auditors, appointed as independent third party, on the consolidated non-financial statement published in the Group management report128
4. CORPORATE GOVERNANCE131
4.1. Administrative and management bodies132
4.1.1. Composition and functioning of administrative and management bodies132
4.1.2. Fonctionnement du Conseil d’Administration150
4.2. Corporate Officers’ compensation156
4.2.1. Compensation policy for the Chairman, Chief Executive Officer and Executive Vice-Presidents of SOCIÉTÉ BIC for 2019156
4.2.2. Compensation and Benefits159
5. COMMENTS ON THE YEAR177
5.1. Operations and consolidated results178
The Group in 2018178
2018 Group performance by category181
2018 Group performance by geographical area183
5.2. Financial situation and cash186
5.3. Dividends187
5.4. Investments188
Principal investments over recent years188
Principal investments in 2018189
Principal investments in progress: geographic distribution and financing methods189
Principal future investments189
5.5. Prospects for 2019 and strategy190
2019 operational outlook190
Operational and strategic targets for 2022190
Mission and purpose, Long-term Ambition190
Risks and opportunities191
Performance goals191
Recent events191
6. FINANCIAL STATEMENTS193
6.1. Consolidated financial statements194
1. Consolidated income statement195
2. Consolidated statement of comprehensive income196
3. Consolidated statement of financial position197
4. Consolidated statement of changes in equity199
5. Consolidated cash flow statement200
6. Notes to the consolidAted financial statements202
6.2. Statutoty Auditors' Report on the consolidated financial statements253
I. Opinion253
II. Basis for Opinion253
III. Justification of Assessments - Key Audit Matters253
IV. Specific verifications254
V. Report on Other Legal and Regulatory Requirements254
VI. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements254
VII. Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements255
6.3. Parent company financial statements of Société Bic (French GAAP)256
1. Income statement257
2. Balance sheet258
3. Cash flow statement260
4. Notes to the parent company financial statements261
5. Additional information on the parent company financial statements275
6.4. Statutory Auditors' Report on the financial statements276
I. Opinion276
II. Basis for Opinion276
III. Justification of Assessments - Key Audit Matters276
IV. Specific Verifications of the Management Report and of the Other Documents Provided to Shareholders277
V. Report on Other Legal and Regulatory Requirements278
VI. Responsibilities of Management and Those Charged with Governance for the Financial Statements278
VII. Statutory Auditors’ Responsibilities for the Audit of the Financial Statements278
6.5. Statutory Auditors' Special Report on regulated agreements and commitments280
7. INFORMATION ABOUT THE ISSUER281
7.1. Information on the company282
History and development of the issuer282
Memorandum and articles of incorporation282
7.2. Share capital284
7.3. Shareholding286
Share capital breakdown286
Employees’ shareholding287
Crossing of legal thresholds287
Elements that could have influence on a take-over bid or that could delay or prevent a change of control (article L. 225-100-3 of the French Commercial Code)287
7.4. Treasury shares and share buyback288
Treasury shares held by SOCIÉTÉ BIC as of December 31, 2018288
Share buyback program – operations carried out in 2018288
Description of the share buyback program submitted to the Shareholders’ Meeting of May 22, 2019288
7.5. Investor relations289
7.6. Share information290
Share custodial service290
8. BOARD OF DIRECTORS' REPORT AND DRAFT RESOLUTIONS OF THE SHAREHOLDERS' MEETING OF MAY 22, 2019291
8.1. Ordinary Shareholder's Meeting292
Draft resolutions 1 to 3292
Approval of the financial statements – Appropriation of earnings and setting of dividend292
Draft resolution 4293
Determination of the amount of the Directors’ fees293
Draft resolution 5294
Authorization to be given to the Board of Directors to undertake operations with regard to the shares of the Company294
Draft resolutions 6 to 7297
Renewal of Gonzalve BICH and Elizabeth BASTONI as Directors297
Draft resolutions 8 and 9299
Appointment of Maëlys CASTELLA and Marie-Aimée BICH-DUFOUR as Board Members299
Draft resolutions 10 to 14302
Approval of the compensation elements and benefits of any type paid or granted for 2018 to the Chairman of the Board, the Chief Executive Officer and the Executive Vice-Presidents302
Draft resolution 15309
Compensation policy of the Chairman, Chief Executive Officer and Executive Vice-Presidents309
8.2 Extraordinary Shareholders’ Meeting310
Draft resolution 16310
Authorization to be given to the Board of Directors to reduce the share capital by cancellation of shares acquired in accordance with Article L. 225-209 of the French Commercial Code310
8.3 Ordinary and Extraordinary Shareholders’ Meeting311
Draft resolution 17311
Authorization to perform formalities311
8.4 Statutory Auditors’ Report on the share capital decrease312
9. ADDITIONAL INFORMATION313
9.1. Documents on display314
Memorandum and articles of incorporation314
Historical financial information314
9.2. Main press releases315
9.3. Person responsible316
Name and function316
Declaration by responsible person of the registration document316
9.4. Statutory Auditors and fees317
Names and addresses317
Change of Statutory Auditors317
Fees of the Auditors and the members of their networks317
Auditing of historical annual financial information317
Interim and other financial information317
9.5. Cross reference table required under European Commission Regulation n°809/2004318
9.6. Cross reference table with the Annual Financial Report321
9.7. Cross reference table with the management report322
9.8. Cross reference table for environmental and social indicators324
9.9. Glossary326

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