DERICHEBOURG - Universal registration document 2019-2020

GROUP PROFILE2
01. CSR REPORT (SERVING AS STATEMENT OF EXTRA-FINANCIAL PERFORMANCE)11
1.1 Overview of businesses and business model13
1.1.1 Environmental Services business14
1.1.2 Multiservices business23
1.1.3 Derichebourg Group business model28
1.2 Main CSR Risks30
1.2.1 Analysis of CSR risks30
1.2.2 CSR strategy31
1.3 Scorecard showing principal social, environmental and societal information32
1.4 Being a committed employer33
1.4.1 Deploy a risk prevention policy to guarantee employee safety and health33
1.4.2 Developing employment and skills34
1.4.3 Contributing to building a caring society38
1.5 Reducing the Group's environmental footprint43
1.5.1 Improving the impact of our facilities43
1.5.2 Contributing to carbon neutrality45
1.5.3 Guaranteeing the environmental performance of our services48
1.6 Being a major player in the circular economy49
1.6.1 Improving the recovery of waste treated in our facilities50
1.7 Consolidating relationships of trust with our partners53
1.7.1 Managing CSR risks in the value chain53
1.7.2 Offering a sustainable service54
1.8 Duty of vigilance56
1.9 Report by the independent third party organization on the consolidated statement of extra-financial performance57
02. BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE61
2.1 The Board of Directors63
2.1.1 Governance Structure63
2.1.2 Duties of the Board of Directors63
2.1.3 Rules applicable to the appointment and replacement of Board members63
2.1.4 Compo sition of the Board of Directors64
2.1.5 Members of the Board of Directors67
2.1.6 Conflicts of Interest72
2.1.7 Functioning of the Board of Directors73
2.1.8 Corporate Governance Code74
2.1.9 Board rules of procedure74
2.2 Special committees of the Board of Directors74
2.2.1 Audit Committee75
2.2.2 Appointments and Compensation Committee75
2.3 The Deputy Chief Executive Officer76
2.4 Compensation of the members of the Board of Directors and executive officers77
2.4.1 Compensation policy for corporate officers77
2.4.2 Summary tables of compensation of corporate officers79
2.4.3 Equity Ratio82
2.5 Executive officers’ declaration concerning transactions in the Company’s shares82
2.6 Related-party agreements83
2.6.1 Provisions concerning related-party agreements83
2.6.2 Service Agreement83
2.6.3 Trademark licensing agreement83
2.7 Summary table of the authorizations granted to the Board of Directors by the shareholders’ meeting (Article L. 225-100 of the French Commercial Code)84
2.8 Factors likely to have an impact in the event of a public offering84
2.9 Rules applicable to shareholder participation in shareholders’ meetings85
2.10 Independent auditors’ special report on related-party agreements86
1. DERICHEBOURG trademark licensing agreement with the company TBD Finances86
2. Service agreement with DBG Finances87
03. GROUP MANAGEMENT REPORT89
3.1 Significant events during the fiscal year91
3.1.1 Acquisition of the Lyrsa Group (renamed Derichebourg España on September 1, 2020)91
3.1.2 Covid-19 health crisis and economic consequences91
3.1.3 First-time adoption of IFRS 1693
3.1.4 Strategic partnership with Saur for services to local governments in the water and sanitation sector93
3.2 Earnings from businesses and financial position94
3.2.1 Group results94
3.2.2 Environmental Services activity96
3.2.3 The Multiservices business99
3.2.4 The Holding companies business101
3.2.5 Outlook102
3.2.6 Financing and changes in indebtedness103
3.2.7 Investments105
3.3 Risk factors106
3.3.1 Risk analysis and monitoring process106
3.3.2 Overview of principal risks identified and the risk management system107
3.3.3 The internal control system109
3.3.4 Insurance112
3.4 Shareholder structure and threshold crossing113
3.4.1 Shareholder structure113
3.4.2 Threshold crossing114
3.4.3 Analysis of the share capital by type of shareholder114
3.5 Financial results for the last five fiscal years115
3.6 Group organization charts115
3.6.1 Group organization and Issuer’s position in the Group115
3.6.2 Organizational structure116
3.7 Statement of extra-financial performance122
3.8 Agenda and draft resolutions for the shareholders' combined general meeting of February 10, 2021122
04. FINANCIAL STATEMENTS131
4.1 Consolidated financial statements for the year ended September 30, 2020, in compliance with IFRS132
4.1.1 Derichebourg Group consolidated balance sheet as at September 30, 2020132
4.1.2 Derichebourg Group consolidated income at September 30, 2020134
4.1.3 Derichebourg Group consolidated statement of cash flows at September 30, 2020136
4.1.4 Change in Derichebourg Group consolidated shareholders’ equity at September 30, 2020137
4.1.5 Notes to the consolidated financial statements138
4.1.6 Independent auditors' report on the consolidated financial statements183
4.2 Parent company financial statements at September 30, 2020186
4.2.1 Balance sheet186
4.2.2 Income statement188
4.2.3 Notes to the parent company financial statements190
4.2.4 Independent auditors' report on the financial statements209
4.3 Independent auditors’ fees and fees paid to their network by the Group212
05. INFORMATION ON THE COMPANY AND SHARE CAPITAL213
5.1 Share capital: amount of subscribed capital215
5.2 Authorized capital not issued215
5.3 Non-equity securities215
5.4 Securities giving access to the Company’s share capital215
5.5 Potential capital: impact of issues on the equity interest in Derichebourg of a shareholder with a 1% capital interest and who does not subscribe said issues216
5.6 Table showing changes in share capital during the last three fiscal years216
5.7 Shares held by the issuer or by its subsidiaries216
5.8 Voting Rights217
5.9 2% threshold set in bylaws217
5.10 Restrictions on voting rights and share transfers provided for in the Company bylaws217
5.11 List of owners of any securities containing any special rights of control218
5.12 Employee shareholdings218
5.13 Shareholder agreements218
5.14 Amendment of Company bylaws218
5.15 Rules on convening shareholders’ meetings219
5.16 Powers of the Board of Directors, in particular, for the issue or buyback of shares221
5.17 Agreements entered into by the Company which are amended or end in the event of a change of control221
5.18 Dividends222
06. FURTHER INFORMATION225
6.1 Person responsible for the Universal Registration Document227
6.1.1 Name and position of the person responsible227
6.1.2 Certification of the person responsible for the Universal Registration Document227
6.2 Name of the person responsible for financial information227
6.3 Statutory Auditors228
6.3.1 Principal independent auditors228
6.3.2 Alternate independent auditors228
6.4 General information about Derichebourg229
6.4.1 Legal name and trading name229
6.4.2 Issuer's registration number229
6.4.3 Date of incorporation and term of the Issuer229
6.4.4 Details of the registered office and legal form229
6.4.5 Fiscal year229
6.4.6 Corporate purpose of the Issuer229
6.5 Assessment of the 2019/2020 share buyback program230
6.6 Presentation of the 2020/2021 share buyback program231
6.6.1 Legal framework231
6.6.2 Number of shares and portion of share capital held by the Company231
6.6.3 Breakdown of the Company’s own shares, by purpose231
6.6.4 Purpose of the new buyback program231
6.6.5 Maximum portion of share capital, maximum number and characteristics of capital securities and maximum purchase price231
6.6.6 Buyback terms231
6.6.7 Duration of the buyback program231
6.6.8 Results of the Company’s previous share buyback program from January 31, 2020 to December 3, 2020232
6.6.9 Results of the program’s execution between January 31, 2020 and December 3, 2020232
6.7 Communication with institutional investors and individual shareholders233
6.7.1 Communications methodology233
6.7.2 Calendar: Key dates233
6.7.3 Periodic and occasional information: annual information document233
6.7.4 Update on quarterly financial information234
6.8 Information provided by third parties, statements made by experts and declarations of interests235
6.8.1 Statements/Reports of experts235
6.8.2 Information provided by third parties235
6.9 Significant contracts235
6.10 Concordance table between the Derichebourg Universal Registration Document and the annual financial report236
6.11 Concordance table between the Derichebourg Universal Registration Document and Annex 1 and 2 of Delegatted Regulation (EU) 2019/980 of March 14, 2019237

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