MESSAGE FROM BIC’S CHIEF EXECUTIVE OFFICER | 1 |
A GLOBAL FOOTPRINT | 4 |
FROM VISION TO LEADERSHIP | 6 |
A CONSUMER-CENTRIC BUSINESS MODEL | 8 |
MAKING OPPORTUNITIES OUT OF MARKET TRENDS | 10 |
BIC 2022 INVENT THE FUTURE | 11 |
HORIZON STRATEGIC PLAN | 12 |
SUSTAINABILITY | 14 |
TEAM MEMBERS | 16 |
GOVERNANCE | 17 |
BOARD OF DIRECTORS | 18 |
EXECUTIVE COMMITTEE | 19 |
RISK MANAGEMENT | 20 |
FINANCIAL AND NON-FINANCIAL PERFORMANCE | 21 |
SHARING VALUE | 22 |
1. GROUP PRESENTATION, OUTLOOK, AND STRATEGY | 23 |
1.1. HISTORY | 24 |
1.2. KEY FIGURES | 26 |
1.2.1 KEY FINANCIAL FIGURES | 26 |
1.2.2 KEY NON-FINANCIAL FIGURES | 30 |
1.3. STRATEGY AND OBJECTIVES | 32 |
1.3.1 BIC HORIZON STRATEGIC PLAN | 32 |
1.3.2 2022 FINANCIAL OUTLOOK | 34 |
1.3.3 2022 MARKET TRENDS ASSUMPTIONS | 34 |
1.3.4 LONG-TERM AMBITION | 34 |
1.3.5 RISKS AND OPPORTUNITIES | 34 |
1.3.6 PERFORMANCE GOALS | 34 |
1.3.7 RECENT EVENTS | 35 |
1.4. BUSINESS PRESENTATION | 35 |
1.4.1 BUSINESS PRESENTATION BY DIVISION | 35 |
1.4.2 RESEARCH AND INNOVATION | 43 |
1.4.3 MANUFACTURING FOOTPRINT | 44 |
2. RISKS MANAGEMENT | 47 |
INTRODUCTION | 48 |
2.1. MAIN RISKS AND RISK ASSESSMENT | 48 |
2.2. DESCRIPTION AND MITIGATION OF MAIN RISK FACTORS | 50 |
2.3. VIGILANCE PLAN | 57 |
2.3.1 REGULATORY FRAMEWORK | 57 |
2.3.2 GOVERNANCE | 57 |
2.3.3 RISK MAPPING | 57 |
2.3.4 ORGANIZATION AND MEASURES FOR THE PREVENTION OF MAJOR NON-FINANCIAL RISKS | 58 |
2.4. RISK MANAGEMENT AND INTERNAL CONTROL PROCEDURES IMPLEMENTED BY THE COMPANY AND INSURANCE | 61 |
2.4.1 RISK MANAGEMENT AND INTERNAL CONTROL DEFINITIONS AND OBJECTIVES | 61 |
2.4.2 COMPONENTS OF RISK MANAGEMENT AND INTERNAL CONTROL OF THE COMPANY AND ITS SUBSIDIARIES | 62 |
2.4.3 RISK MANAGEMENT AND INTERNAL CONTROL PARTICIPANTS, SPECIFIC STRUCTURE(S) IN CHARGE/RESPECTIVE ROLES AND INTERACTIONS | 65 |
2.4.4 INSURANCE – COVERAGE OF RISKS | 68 |
3. NON-FINANCIAL PERFORMANCE STATEMENT: OUR ENVIRONMENTAL, SOCIAL AND SOCIETAL RESPONSIBILITY | 69 |
3.1. SUSTAINABLE DEVELOPMENT PROGRAM | 72 |
3.1.1 THE HISTORY OF BIC’S SUSTAINABLE DEVELOPMENT PROGRAM | 72 |
3.1.2 WRITING THE FUTURE, TOGETHER, A COMMITMENT FOR 2025 | 73 |
3.1.3 GOVERNANCE OF POLICIES AND ACTIONS TAKEN TO PREVENT, REDUCE AND CORRECT THE MAIN CSR RISKS | 81 |
3.2. OUR PRODUCTS | 83 |
3.2.1 THE CIRCULAR ECONOMY AT BIC: THE “4 RS” PHILOSOPHY | 83 |
3.2.2 APPLYING THE “4 RS” PHILOSOPHY TO PRODUCTS | 85 |
3.2.3 APPLYING THE “4 RS” PHILOSOPHY TO PACKAGING | 88 |
3.2.4 PRODUCT SAFETY | 89 |
PRODUCTS 3.2.5 DESIGNED TO MEET AND ANTICIPATE CONSUMER EXPECTATIONS | 92 |
3.3. OUR INDUSTRIAL FACILITIES AND OFFICES | 94 |
3.3.1 RISKS AND OPPORTUNITIES | 94 |
3.3.2 POLICIES AND MANAGEMENT SYSTEMS | 94 |
3.3.3 ACTIONS TAKEN TO CONTROL ENVIRONMENTAL IMPACT, RESULTS AND OUTLOOK | 95 |
3.4. OUR SOCIAL RESPONSIBILITY | 102 |
3.4.1 THE WORKFORCE | 102 |
3.4.2 SHARING OUR VALUES | 104 |
3.4.3 HEALTH, SAFETY AND WELL-BEING IN THE WORKPLACE | 104 |
3.4.4 TEAM MEMBER DEVELOPMENT | 108 |
3.4.5 THE COMPENSATION SYSTEM | 109 |
3.4.6 PROMOTING DIVERSITY, EQUITY, AND INCLUSION | 110 |
3.4.7 SOCIAL DIALOGUE | 112 |
3.5. ETHICS AND BUSINESS CONDUCT ACROSS THE VALUE CHAIN | 113 |
3.5.1 THE RESPONSIBLE PURCHASING APPROACH | 113 |
3.5.2 ENSURING RESPECT FOR HUMAN RIGHTS IN THE WORKPLACE | 114 |
3.5.3 BUSINESS CONDUCT AND COMBATTING CORRUPTION | 116 |
3.5.4 RESPONSIBLE LOBBYING AND PARTICIPATION IN SECTOR WORKING GROUPS | 117 |
3.6. OUR SOCIETAL COMMITMENT | 119 |
3.6.1 MAKING OUR PRODUCTS AFFORDABLE FOR ALL | 119 |
3.6.2 THE GROUP’S COMMITMENT TOWARD LOCAL COMMUNITIES | 119 |
3.7. CLIMATE-RELATED PERFORMANCE REPORT | 123 |
3.7.1 GOVERNANCE | 123 |
3.7.2 STRATEGY | 124 |
3.7.3 RISK MANAGEMENT | 127 |
3.7.4 MEASUREMENT METHOD, INDICATORS AND GOALS | 127 |
3.8. MILESTONES | 131 |
3.8.1 SUMMARY TABLE OF THE NON-FINANCIAL PERFORMANCE STATEMENT | 131 |
3.8.2 NON-FINANCIAL RATINGS | 133 |
3.8.3 PERIMETER AND SELECTION OF INDICATORS | 133 |
3.8.4 EUROPEAN TAXONOMY: SCOPE AND METHODOLOGY | 136 |
3.8.5 INDICATOR TABLE | 137 |
3.8.6 REPORT OF ONE OF THE STATUTORY AUDITORS, APPOINTED AS AN INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED NON-FINANCIAL PERFORMANCE STATEMENT | 140 |
4. CORPORATE GOVERNANCE | 143 |
4.1. ADMINISTRATIVE AND MANAGEMENT BODIES | 144 |
4.1.1 COMPOSITION AND FUNCTIONING OF ADMINISTRATIVE AND MANAGEMENT BODIES | 144 |
4.1.2 FUNCTIONING OF THE BOARD OF DIRECTORS | 161 |
4.2. CORPORATE OFFICER REMUNERATION | 168 |
4.2.1 REMUNERATION POLICY FOR DIRECTORS AND CORPORATE OFFICERS OF SOCIÉTÉ BIC | 168 |
4.2.2 REMUNERATION AND BENEFITS FOR FY 2021 | 175 |
5. COMMENTS ON THE YEAR | 187 |
5.1. OPERATIONS AND CONSOLIDATED RESULTS | 188 |
THE GROUP IN 2021 | 188 |
2021 GROUP NON-FINANCIAL PERFORMANCE | 190 |
2021 GROUP PERFORMANCE BY CATEGORY | 190 |
2021 GROUP PERFORMANCE BY REGION | 193 |
5.2. FINANCIAL AND CASH POSITIONS | 196 |
5.3. DIVIDENDS | 197 |
5.4. INVESTMENTS | 198 |
KEY INVESTMENTS IN RECENT YEARS | 198 |
KEY INVESTMENTS IN 2021 | 199 |
KEY ONGOING INVESTMENTS: GEOGRAPHIC DISTRIBUTION AND FINANCING METHODS | 199 |
KEY FUTURE INVESTMENTS | 199 |
6. FINANCIAL STATEMENTS | 201 |
6.1. CONSOLIDATED FINANCIAL STATEMENTS | 202 |
1. CONSOLIDATED INCOME STATEMENT | 203 |
2. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | 204 |
3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 205 |
4. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 207 |
5. CONSOLIDATED CASH FLOW STATEMENT | 208 |
6. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 209 |
6.2. STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS | 261 |
I. OPINION | 261 |
II. BASIS FOR OPINION | 261 |
III. JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS | 261 |
IV. SPECIFIC VERIFICATIONS | 262 |
V. OTHER LEGAL AND REGULATORY VERIFICATIONS OR INFORMATION | 262 |
VI. RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTS | 263 |
VII. STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS | 263 |
6.3. PARENT COMPANY FINANCIAL STATEMENTS OF SOCIÉTÉ BIC (FRENCH GAAP) | 265 |
1. INCOME STATEMENT | 266 |
2. BALANCE SHEET | 267 |
3. CASH FLOW STATEMENT | 269 |
4. NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS | 270 |
5. ADDITIONAL INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTS | 283 |
6.4. STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS | 284 |
I. OPINION | 284 |
II. BASIS FOR OPINION | 284 |
III. JUSTIFICATION OF ASSESSMENTS - KEY AUDIT MATTERS | 284 |
IV. SPECIFIC VERIFICATIONS | 285 |
OTHER LEGAL V. AND REGULATORY VERIFICATIONS OR INFORMATION | 286 |
VI. RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL STATEMENTS | 286 |
VII. STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS | 286 |
6.5. STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS | 288 |
7. INFORMATION ABOUT THE ISSUER | 289 |
7.1. INFORMATION ON THE COMPANY | 290 |
HISTORY AND DEVELOPMENT OF THE ISSUER | 290 |
MEMORANDUM AND ARTICLES OF INCORPORATION | 291 |
7.2. SHARE CAPITAL | 293 |
7.3. SHAREHOLDING | 295 |
SHARE CAPITAL BREAKDOWN | 295 |
EMPLOYEES’ SHAREHOLDING | 296 |
CROSSING OF LEGAL THRESHOLDS | 296 |
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) | 296 |
7.4. TREASURY SHARES AND SHARE BUYBACK | 297 |
TREASURY SHARES HELD BY SOCIÉTÉ BIC AS OF DECEMBER 31, 2021 | 297 |
SHARE BUYBACK PROGRAM – OPERATIONS CARRIED OUT IN 2021 | 297 |
DESCRIPTION OF THE SHARE BUYBACK PROGRAM SUBMITTED TO THE SHAREHOLDERS’ MEETING OF MAY 18, 2022 | 297 |
7.5. INVESTOR RELATIONS | 298 |
7.6. SHARE INFORMATION | 299 |
SHARE CUSTODIAL SERVICE | 299 |
8. BOARD OF DIRECTORS’ REPORT AND DRAFT RESOLUTIONS OF THE SHAREHOLDERS’ MEETING OF MAY 18, 2022 | 301 |
8.1. ORDINARY GENERAL MEETING | 303 |
RESOLUTIONS 1 AND 2 - Approval of the financial statements for the fiscal year 2021 | 303 |
RESOLUTION 3 - Appropriation of earnings and setting of dividend | 303 |
RESOLUTION 4 - Share buyback | 304 |
RESOLUTIONS 5 TO 8 - Appointment and renewal of Directors | 306 |
RESOLUTIONS 9 TO 16 - Corporate officers and Directors’ compensation | 307 |
RESOLUTION 9 - Approval of the information on the compensation of corporate officers for 2021 | 308 |
RESOLUTION 10 - Approval of Pierre Vareille's compensation for 2021, Chair of the Board of Directors up to May 19, 2021 | 308 |
RESOLUTION 11 - Approval of John Glen's compensation for 2021, Chair of the Board of Directors as from May 19, 2021 | 309 |
RESOLUTION 12 - Approval of Gonzalve Bich's compensation for 2021, Chief Executive Officer | 309 |
RESOLUTION 13 - Approval of the compensation policy for the Chair of the Board of Directors for FY 2022 | 310 |
RESOLUTION 14 - Approval of the compensation policy for the executive corporate officers for FY 2022 | 310 |
RESOLUTION 15 - Compensation policy for Directors for FY 2022 | 311 |
RESOLUTION 16 - Compensation granted to members of the Board of Directors for FY 2022 | 311 |
RESOLUTION 17 - Ratification of the Board’s decision to transfer the Company’s registered office to a new address | 312 |
8.2. EXTRAORDINARY GENERAL MEETING | 313 |
RESOLUTION 18 - Authorization to reduce the share capital by cancellation of own shares | 313 |
RESOLUTION 19 - Delegation of authority to be given to the Board of Directors to increase the share capital by issuing new ordinary shares and/or securities giving access to the share capital, with preservation of Shareholders’ preferential rights of subscription | 314 |
RESOLUTION 20 - Delegation of authority to be given to the Board of Directors in order to decide to increase the share capital on one or several occasions by incorporation of reserves, profits or premiums or other sums of money whose capitalization shall be accepted | 316 |
RESOLUTION 21 - Authorization to perform formalities | 317 |
9. ADDITIONAL INFORMATION | 319 |
9.1. DOCUMENTS ON DISPLAY | 320 |
MEMORANDUM AND ARTICLES OF INCORPORATION | 320 |
HISTORICAL FINANCIAL INFORMATION | 320 |
9.2. MAIN PRESS RELEASES | 321 |
9.3. DECLARATION BY RESPONSIBLE PERSON OF THE UNIVERSAL REGISTRATION DOCUMENT | 322 |
9.4. STATUTORY AUDITORS AND FEES | 323 |
NAMES AND ADDRESSES | 323 |
CHANGE OF STATUTORY AUDITORS | 323 |
FEES OF THE AUDITORS AND THE MEMBERS OF THEIR NETWORKS | 323 |
AUDITING OF HISTORICAL ANNUAL FINANCIAL INFORMATION | 323 |
INTERIM AND OTHER FINANCIAL INFORMATION | 323 |
9.5. GLOSSARY | 324 |
CROSS-REFERENCE TABLE FOR UNIVERSAL REGISTRATION DOCUMENT | 326 |
CROSS-REFERENCE TABLE WITH THE ANNUAL FINANCIAL REPORT | 328 |
CROSS-REFERENCE TABLE WITH THE MANAGEMENT REPORT | 329 |
CROSS-REFERENCE TABLE OF ESG INFORMATION | 331 |
CROSS-REFERENCE TABLE OF THE CORPORATE GOVERNANCE REPORT | 332 |