2021 Universal Registration Document

MESSAGE FROM BIC’S CHIEF EXECUTIVE OFFICER1
A GLOBAL FOOTPRINT4
FROM VISION TO LEADERSHIP6
A CONSUMER-CENTRIC BUSINESS MODEL8
MAKING OPPORTUNITIES OUT OF MARKET TRENDS10
BIC 2022 INVENT THE FUTURE11
HORIZON STRATEGIC PLAN12
SUSTAINABILITY14
TEAM MEMBERS16
GOVERNANCE17
BOARD OF DIRECTORS18
EXECUTIVE COMMITTEE19
RISK MANAGEMENT20
FINANCIAL AND NON-FINANCIAL PERFORMANCE21
SHARING VALUE22
1. GROUP PRESENTATION, OUTLOOK, AND STRATEGY23
1.1. HISTORY24
1.2. KEY FIGURES26
1.2.1 KEY FINANCIAL FIGURES26
1.2.2 KEY NON-FINANCIAL FIGURES30
1.3. STRATEGY AND OBJECTIVES32
1.3.1 BIC HORIZON STRATEGIC PLAN32
1.3.2 2022 FINANCIAL OUTLOOK34
1.3.3 2022 MARKET TRENDS ASSUMPTIONS34
1.3.4 LONG-TERM AMBITION34
1.3.5 RISKS AND OPPORTUNITIES34
1.3.6 PERFORMANCE GOALS34
1.3.7 RECENT EVENTS35
1.4. BUSINESS PRESENTATION35
1.4.1 BUSINESS PRESENTATION BY DIVISION35
1.4.2 RESEARCH AND INNOVATION43
1.4.3 MANUFACTURING FOOTPRINT44
2. RISKS MANAGEMENT47
INTRODUCTION48
2.1. MAIN RISKS AND RISK ASSESSMENT48
2.2. DESCRIPTION AND MITIGATION OF MAIN RISK FACTORS50
2.3. VIGILANCE PLAN57
2.3.1 REGULATORY FRAMEWORK57
2.3.2 GOVERNANCE57
2.3.3 RISK MAPPING57
2.3.4 ORGANIZATION AND MEASURES FOR THE PREVENTION OF MAJOR NON-FINANCIAL RISKS58
2.4. RISK MANAGEMENT AND INTERNAL CONTROL PROCEDURES IMPLEMENTED BY THE COMPANY AND INSURANCE61
2.4.1 RISK MANAGEMENT AND INTERNAL CONTROL DEFINITIONS AND OBJECTIVES61
2.4.2 COMPONENTS OF RISK MANAGEMENT AND INTERNAL CONTROL OF THE COMPANY AND ITS SUBSIDIARIES62
2.4.3 RISK MANAGEMENT AND INTERNAL CONTROL PARTICIPANTS, SPECIFIC STRUCTURE(S) IN CHARGE/RESPECTIVE ROLES AND INTERACTIONS65
2.4.4 INSURANCE – COVERAGE OF RISKS68
3. NON-FINANCIAL PERFORMANCE STATEMENT: OUR ENVIRONMENTAL, SOCIAL AND SOCIETAL RESPONSIBILITY69
3.1. SUSTAINABLE DEVELOPMENT PROGRAM72
3.1.1 THE HISTORY OF BIC’S SUSTAINABLE DEVELOPMENT PROGRAM72
3.1.2 WRITING THE FUTURE, TOGETHER, A COMMITMENT FOR 202573
3.1.3 GOVERNANCE OF POLICIES AND ACTIONS TAKEN TO PREVENT, REDUCE AND CORRECT THE MAIN CSR RISKS81
3.2. OUR PRODUCTS83
3.2.1 THE CIRCULAR ECONOMY AT BIC: THE “4 RS” PHILOSOPHY83
3.2.2 APPLYING THE “4 RS” PHILOSOPHY TO PRODUCTS85
3.2.3 APPLYING THE “4 RS” PHILOSOPHY TO PACKAGING88
3.2.4 PRODUCT SAFETY89
PRODUCTS 3.2.5 DESIGNED TO MEET AND ANTICIPATE CONSUMER EXPECTATIONS92
3.3. OUR INDUSTRIAL FACILITIES AND OFFICES94
3.3.1 RISKS AND OPPORTUNITIES94
3.3.2 POLICIES AND MANAGEMENT SYSTEMS94
3.3.3 ACTIONS TAKEN TO CONTROL ENVIRONMENTAL IMPACT, RESULTS AND OUTLOOK95
3.4. OUR SOCIAL RESPONSIBILITY102
3.4.1 THE WORKFORCE102
3.4.2 SHARING OUR VALUES104
3.4.3 HEALTH, SAFETY AND WELL-BEING IN THE WORKPLACE104
3.4.4 TEAM MEMBER DEVELOPMENT108
3.4.5 THE COMPENSATION SYSTEM109
3.4.6 PROMOTING DIVERSITY, EQUITY, AND INCLUSION110
3.4.7 SOCIAL DIALOGUE112
3.5. ETHICS AND BUSINESS CONDUCT ACROSS THE VALUE CHAIN113
3.5.1 THE RESPONSIBLE PURCHASING APPROACH113
3.5.2 ENSURING RESPECT FOR HUMAN RIGHTS IN THE WORKPLACE114
3.5.3 BUSINESS CONDUCT AND COMBATTING CORRUPTION116
3.5.4 RESPONSIBLE LOBBYING AND PARTICIPATION IN SECTOR WORKING GROUPS117
3.6. OUR SOCIETAL COMMITMENT119
3.6.1 MAKING OUR PRODUCTS AFFORDABLE FOR ALL119
3.6.2 THE GROUP’S COMMITMENT TOWARD LOCAL COMMUNITIES119
3.7. CLIMATE-RELATED PERFORMANCE REPORT123
3.7.1 GOVERNANCE123
3.7.2 STRATEGY124
3.7.3 RISK MANAGEMENT127
3.7.4 MEASUREMENT METHOD, INDICATORS AND GOALS127
3.8. MILESTONES131
3.8.1 SUMMARY TABLE OF THE NON-FINANCIAL PERFORMANCE STATEMENT131
3.8.2 NON-FINANCIAL RATINGS133
3.8.3 PERIMETER AND SELECTION OF INDICATORS133
3.8.4 EUROPEAN TAXONOMY: SCOPE AND METHODOLOGY136
3.8.5 INDICATOR TABLE137
3.8.6 REPORT OF ONE OF THE STATUTORY AUDITORS, APPOINTED AS AN INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED NON-FINANCIAL PERFORMANCE STATEMENT140
4. CORPORATE GOVERNANCE143
4.1. ADMINISTRATIVE AND MANAGEMENT BODIES144
4.1.1 COMPOSITION AND FUNCTIONING OF ADMINISTRATIVE AND MANAGEMENT BODIES144
4.1.2 FUNCTIONING OF THE BOARD OF DIRECTORS161
4.2. CORPORATE OFFICER REMUNERATION168
4.2.1 REMUNERATION POLICY FOR DIRECTORS AND CORPORATE OFFICERS OF SOCIÉTÉ BIC168
4.2.2 REMUNERATION AND BENEFITS FOR FY 2021175
5. COMMENTS ON THE YEAR187
5.1. OPERATIONS AND CONSOLIDATED RESULTS188
THE GROUP IN 2021188
2021 GROUP NON-FINANCIAL PERFORMANCE190
2021 GROUP PERFORMANCE BY CATEGORY190
2021 GROUP PERFORMANCE BY REGION193
5.2. FINANCIAL AND CASH POSITIONS196
5.3. DIVIDENDS197
5.4. INVESTMENTS198
KEY INVESTMENTS IN RECENT YEARS198
KEY INVESTMENTS IN 2021199
KEY ONGOING INVESTMENTS: GEOGRAPHIC DISTRIBUTION AND FINANCING METHODS199
KEY FUTURE INVESTMENTS199
6. FINANCIAL STATEMENTS201
6.1. CONSOLIDATED FINANCIAL STATEMENTS202
1. CONSOLIDATED INCOME STATEMENT203
2. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME204
3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION205
4. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY207
5. CONSOLIDATED CASH FLOW STATEMENT208
6. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS209
6.2. STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS261
I. OPINION261
II. BASIS FOR OPINION261
III. JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS261
IV. SPECIFIC VERIFICATIONS262
V. OTHER LEGAL AND REGULATORY VERIFICATIONS OR INFORMATION262
VI. RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTS263
VII. STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS263
6.3. PARENT COMPANY FINANCIAL STATEMENTS OF SOCIÉTÉ BIC (FRENCH GAAP)265
1. INCOME STATEMENT266
2. BALANCE SHEET267
3. CASH FLOW STATEMENT269
4. NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS270
5. ADDITIONAL INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTS283
6.4. STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS284
I. OPINION284
II. BASIS FOR OPINION284
III. JUSTIFICATION OF ASSESSMENTS - KEY AUDIT MATTERS284
IV. SPECIFIC VERIFICATIONS285
OTHER LEGAL V. AND REGULATORY VERIFICATIONS OR INFORMATION286
VI. RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL STATEMENTS286
VII. STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS286
6.5. STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS288
7. INFORMATION ABOUT THE ISSUER289
7.1. INFORMATION ON THE COMPANY290
HISTORY AND DEVELOPMENT OF THE ISSUER290
MEMORANDUM AND ARTICLES OF INCORPORATION291
7.2. SHARE CAPITAL293
7.3. SHAREHOLDING295
SHARE CAPITAL BREAKDOWN295
EMPLOYEES’ SHAREHOLDING296
CROSSING OF LEGAL THRESHOLDS296
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 BUYBACK297
TREASURY SHARES HELD BY SOCIÉTÉ BIC AS OF DECEMBER 31, 2021297
SHARE BUYBACK PROGRAM – OPERATIONS CARRIED OUT IN 2021297
DESCRIPTION OF THE SHARE BUYBACK PROGRAM SUBMITTED TO THE SHAREHOLDERS’ MEETING OF MAY 18, 2022297
7.5. INVESTOR RELATIONS298
7.6. SHARE INFORMATION299
SHARE CUSTODIAL SERVICE299
8. BOARD OF DIRECTORS’ REPORT AND DRAFT RESOLUTIONS OF THE SHAREHOLDERS’ MEETING OF MAY 18, 2022301
8.1. ORDINARY GENERAL MEETING303
RESOLUTIONS 1 AND 2 - Approval of the financial statements for the fiscal year 2021303
RESOLUTION 3 - Appropriation of earnings and setting of dividend303
RESOLUTION 4 - Share buyback304
RESOLUTIONS 5 TO 8 - Appointment and renewal of Directors306
RESOLUTIONS 9 TO 16 - Corporate officers and Directors’ compensation307
RESOLUTION 9 - Approval of the information on the compensation of corporate officers for 2021308
RESOLUTION 10 - Approval of Pierre Vareille's compensation for 2021, Chair of the Board of Directors up to May 19, 2021308
RESOLUTION 11 - Approval of John Glen's compensation for 2021, Chair of the Board of Directors as from May 19, 2021309
RESOLUTION 12 - Approval of Gonzalve Bich's compensation for 2021, Chief Executive Officer309
RESOLUTION 13 - Approval of the compensation policy for the Chair of the Board of Directors for FY 2022310
RESOLUTION 14 - Approval of the compensation policy for the executive corporate officers for FY 2022310
RESOLUTION 15 - Compensation policy for Directors for FY 2022311
RESOLUTION 16 - Compensation granted to members of the Board of Directors for FY 2022311
RESOLUTION 17 - Ratification of the Board’s decision to transfer the Company’s registered office to a new address312
8.2. EXTRAORDINARY GENERAL MEETING313
RESOLUTION 18 - Authorization to reduce the share capital by cancellation of own shares313
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 subscription314
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 accepted316
RESOLUTION 21 - Authorization to perform formalities317
9. ADDITIONAL INFORMATION319
9.1. DOCUMENTS ON DISPLAY320
MEMORANDUM AND ARTICLES OF INCORPORATION320
HISTORICAL FINANCIAL INFORMATION320
9.2. MAIN PRESS RELEASES321
9.3. DECLARATION BY RESPONSIBLE PERSON OF THE UNIVERSAL REGISTRATION DOCUMENT322
9.4. STATUTORY AUDITORS AND FEES323
NAMES AND ADDRESSES323
CHANGE OF STATUTORY AUDITORS323
FEES OF THE AUDITORS AND THE MEMBERS OF THEIR NETWORKS323
AUDITING OF HISTORICAL ANNUAL FINANCIAL INFORMATION323
INTERIM AND OTHER FINANCIAL INFORMATION323
9.5. GLOSSARY324
CROSS-REFERENCE TABLE FOR UNIVERSAL REGISTRATION DOCUMENT326
CROSS-REFERENCE TABLE WITH THE ANNUAL FINANCIAL REPORT328
CROSS-REFERENCE TABLE WITH THE MANAGEMENT REPORT329
CROSS-REFERENCE TABLE OF ESG INFORMATION331
CROSS-REFERENCE TABLE OF THE CORPORATE GOVERNANCE REPORT332

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