CONTENTS | 2 |
Message from the CEO | 5 |
2018 Profile | 8 |
BIC Vision | 10 |
BIC Model | 12 |
BIC Way | 16 |
BIC Performance | 23 |
1. GROUP PRESENTATION | 27 |
1.1. Key figures | 28 |
1.2. History | 32 |
1.3. Business presentation | 35 |
1.4. Research and Innovation | 40 |
1.5. Property, plant and equipment | 41 |
2. RISKS | 43 |
Introduction | 44 |
List of the main risks | 44 |
2.1. Operational and financial risks | 45 |
Financial and market risks | 45 |
Legal proceedings risks | 47 |
Industrial and environmental risks | 47 |
Strategic and operational risks | 48 |
Other special risks | 49 |
2.2. Extra financial risks | 50 |
Risks related to Plastics: Production of Plastic Waste and Resource Depletion | 50 |
Risks related to Climate Change | 51 |
Risks Related to Product Safety and Consumer Health and Safety | 52 |
Risks related to Health and Safety of Team members | 52 |
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 Environment | 54 |
Risks Related to Reputation and Brand | 54 |
Risks related to experienced team members and skills | 54 |
2.3. Vigilance Plan | 55 |
2.3.1. Regulatory framework | 55 |
2.3.2. Governance | 55 |
2.3.3. Risk Mapping | 55 |
2.3.4. Organization and measures for the prevention of major extra-financial risks | 56 |
2.4. Risk management and internal control procedures implemented by the Company and Insurance | 59 |
2.4.1. Risk management and internal control definitions and objectives | 59 |
2.4.2. Components of risk management and internal control of the Company and its subsidiaries | 60 |
2.4.3. Risk management and internal control participants, specific structure (s) in charge/respective roles and interactions | 64 |
2.4.4. Insurance – coverage of risks likely to be incurred by the issuer | 66 |
3. OUR ENVIRONMENTAL, SOCIAL, AND SOCIETAL RESPONSIBILITY | 69 |
3.1. The BIC Sustainable Development Program and its five flagship commitments: Writing the Future, Together | 71 |
3.1.1. Our commitment for 2025, rooted in our history and convictions | 71 |
3.1.2. Integrating sustainable development into our operations | 76 |
3.1.3. Interaction with our stakeholders | 78 |
3.2. Responsibility concerning our products | 80 |
3.2.1. Our products’ environmental performance | 80 |
3.2.2. Products conceived to meet and anticipate consumers’ expectations | 86 |
3.2.3. Product safety | 88 |
3.2.4. Optimized packaging | 90 |
3.3. Environmental responsibility concerning our operations | 92 |
3.3.1. Our industrial sites and offices | 92 |
3.3.2. Our transportation activities | 99 |
3.4. Our social responsibility to our employees | 101 |
3.4.1 The workforce | 101 |
3.4.2. Sharing our values, listening to our employees | 103 |
3.4.3. Health/Safety in the workplace | 103 |
3.4.4. Employee security related to geopolitical risks | 105 |
3.4.5. Health and well-being in the workplace | 105 |
3.4.6. Employee development | 108 |
3.4.7. Le système de rémunération | 110 |
3.4.8. Promoting diversity | 111 |
3.4.9. Social dialogue | 113 |
3.5. Our societal responsibility | 114 |
3.5.1. Fulfilling our responsibility across our entire value chain | 114 |
3.5.2. Supporting the local economy and promoting solidarity | 118 |
3.6. Milestones | 123 |
3.6.1. Extra-financial ratings | 123 |
3.6.2. Awards received | 123 |
3.6.3. Perimeter and selection of indicators | 123 |
3.6.4. Indicators table | 125 |
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 report | 128 |
4. CORPORATE GOVERNANCE | 131 |
4.1. Administrative and management bodies | 132 |
4.1.1. Composition and functioning of administrative and management bodies | 132 |
4.1.2. Fonctionnement du Conseil d’Administration | 150 |
4.2. Corporate Officers’ compensation | 156 |
4.2.1. Compensation policy for the Chairman, Chief Executive Officer and Executive Vice-Presidents of SOCIÉTÉ BIC for 2019 | 156 |
4.2.2. Compensation and Benefits | 159 |
5. COMMENTS ON THE YEAR | 177 |
5.1. Operations and consolidated results | 178 |
The Group in 2018 | 178 |
2018 Group performance by category | 181 |
2018 Group performance by geographical area | 183 |
5.2. Financial situation and cash | 186 |
5.3. Dividends | 187 |
5.4. Investments | 188 |
Principal investments over recent years | 188 |
Principal investments in 2018 | 189 |
Principal investments in progress: geographic distribution and financing methods | 189 |
Principal future investments | 189 |
5.5. Prospects for 2019 and strategy | 190 |
2019 operational outlook | 190 |
Operational and strategic targets for 2022 | 190 |
Mission and purpose, Long-term Ambition | 190 |
Risks and opportunities | 191 |
Performance goals | 191 |
Recent events | 191 |
6. FINANCIAL STATEMENTS | 193 |
6.1. Consolidated financial statements | 194 |
1. Consolidated income statement | 195 |
2. Consolidated statement of comprehensive income | 196 |
3. Consolidated statement of financial position | 197 |
4. Consolidated statement of changes in equity | 199 |
5. Consolidated cash flow statement | 200 |
6. Notes to the consolidAted financial statements | 202 |
6.2. Statutoty Auditors' Report on the consolidated financial statements | 253 |
I. Opinion | 253 |
II. Basis for Opinion | 253 |
III. Justification of Assessments - Key Audit Matters | 253 |
IV. Specific verifications | 254 |
V. Report on Other Legal and Regulatory Requirements | 254 |
VI. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements | 254 |
VII. Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements | 255 |
6.3. Parent company financial statements of Société Bic (French GAAP) | 256 |
1. Income statement | 257 |
2. Balance sheet | 258 |
3. Cash flow statement | 260 |
4. Notes to the parent company financial statements | 261 |
5. Additional information on the parent company financial statements | 275 |
6.4. Statutory Auditors' Report on the financial statements | 276 |
I. Opinion | 276 |
II. Basis for Opinion | 276 |
III. Justification of Assessments - Key Audit Matters | 276 |
IV. Specific Verifications of the Management Report and of the Other Documents Provided to Shareholders | 277 |
V. Report on Other Legal and Regulatory Requirements | 278 |
VI. Responsibilities of Management and Those Charged with Governance for the Financial Statements | 278 |
VII. Statutory Auditors’ Responsibilities for the Audit of the Financial Statements | 278 |
6.5. Statutory Auditors' Special Report on regulated agreements and commitments | 280 |
7. INFORMATION ABOUT THE ISSUER | 281 |
7.1. Information on the company | 282 |
History and development of the issuer | 282 |
Memorandum and articles of incorporation | 282 |
7.2. Share capital | 284 |
7.3. Shareholding | 286 |
Share capital breakdown | 286 |
Employees’ shareholding | 287 |
Crossing of legal thresholds | 287 |
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 buyback | 288 |
Treasury shares held by SOCIÉTÉ BIC as of December 31, 2018 | 288 |
Share buyback program – operations carried out in 2018 | 288 |
Description of the share buyback program submitted to the Shareholders’ Meeting of May 22, 2019 | 288 |
7.5. Investor relations | 289 |
7.6. Share information | 290 |
Share custodial service | 290 |
8. BOARD OF DIRECTORS' REPORT AND DRAFT RESOLUTIONS OF THE SHAREHOLDERS' MEETING OF MAY 22, 2019 | 291 |
8.1. Ordinary Shareholder's Meeting | 292 |
Draft resolutions 1 to 3 | 292 |
Approval of the financial statements – Appropriation of earnings and setting of dividend | 292 |
Draft resolution 4 | 293 |
Determination of the amount of the Directors’ fees | 293 |
Draft resolution 5 | 294 |
Authorization to be given to the Board of Directors to undertake operations with regard to the shares of the Company | 294 |
Draft resolutions 6 to 7 | 297 |
Renewal of Gonzalve BICH and Elizabeth BASTONI as Directors | 297 |
Draft resolutions 8 and 9 | 299 |
Appointment of Maëlys CASTELLA and Marie-Aimée BICH-DUFOUR as Board Members | 299 |
Draft resolutions 10 to 14 | 302 |
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-Presidents | 302 |
Draft resolution 15 | 309 |
Compensation policy of the Chairman, Chief Executive Officer and Executive Vice-Presidents | 309 |
8.2 Extraordinary Shareholders’ Meeting | 310 |
Draft resolution 16 | 310 |
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 Code | 310 |
8.3 Ordinary and Extraordinary Shareholders’ Meeting | 311 |
Draft resolution 17 | 311 |
Authorization to perform formalities | 311 |
8.4 Statutory Auditors’ Report on the share capital decrease | 312 |
9. ADDITIONAL INFORMATION | 313 |
9.1. Documents on display | 314 |
Memorandum and articles of incorporation | 314 |
Historical financial information | 314 |
9.2. Main press releases | 315 |
9.3. Person responsible | 316 |
Name and function | 316 |
Declaration by responsible person of the registration document | 316 |
9.4. Statutory Auditors and fees | 317 |
Names and addresses | 317 |
Change of Statutory Auditors | 317 |
Fees of the Auditors and the members of their networks | 317 |
Auditing of historical annual financial information | 317 |
Interim and other financial information | 317 |
9.5. Cross reference table required under European Commission Regulation n°809/2004 | 318 |
9.6. Cross reference table with the Annual Financial Report | 321 |
9.7. Cross reference table with the management report | 322 |
9.8. Cross reference table for environmental and social indicators | 324 |
9.9. Glossary | 326 |