1. REINVENTING, INVENTING / Integrated report | 3 |
MISSION STATEMENT | 5 |
INNOVATION, NOW MORE THAN EVER / Message from the Chairman, Laurent Burelle | 6 |
A LONG-STANDING COMMITMENT TO SUSTAINABLE MOBILITY | 8 |
INSPIRED. INSPIRING | 10 |
TOMORROW’S MOBILITY WILL BE SUSTAINABLE | 12 |
2021, A YEAR OF INSPIRING AND COMMITTED DEVELOPMENTS | 14 |
OUTPERFORMING THE MARKET | 18 |
NON-FINANCIAL PERFORMANCE AT THE HEART OF OUR STRATEGY | 20 |
EXPERT, AGILE GOVERNANCE | 22 |
PREVENTING AND MANAGING RISKS | 24 |
AN EXPANDED EXECUTIVE COMMITTEE WITH GREATER DIVERSITY | 26 |
PROMOTER OF CARBON-FREE MOBILITY | 28 |
COMMITTING. COMMITTED | 30 |
TRANSFORMING OURSELVES TO REMAINLEADER, TRANSFORMING THE MARKET TO ACHIEVE MARKET-LEADING POSITIONS | 32 |
COMMITTED EVERY DAY, EVERYWHERE | 34 |
REINVENTING TO HELP PEOPLE AND THE PLANET | 36 |
DEVELOP. DEVELOPING | 38 |
WHEN INNOVATION AND SUSTAINABILITY COMBINE | 40 |
DESIGN AND INTERACTIVITY | 42 |
MODULES & CUSTOMIZATION | 44 |
CLEAN ENERGY SYSTEMS | 46 |
NEW ENERGIES | 48 |
2. RISK FACTORS and management | 51 |
2.1 MAIN RISK FACTORS | 52 |
OPERATIONAL RISKS | 52 |
STRATEGIC RISKS | 54 |
CREDIT AND/OR COUNTERPARTY RISKS | 55 |
MARKET RISKS | 55 |
LEGAL RISKS | 55 |
INSURANCE AND RISK COVERAGE | 56 |
2.2 INTERNAL CONTROL PROCEDURES AND RISK MANAGEMENT | 57 |
OBJECTIVES OF THE COMPANY CONCERNING INTERNAL CONTROL AND RISK MANAGEMENT | 57 |
SUMMARY DESCRIPTION OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM | 57 |
INTERNAL CONTROL RELATING TO THE PREPARATION OF THE COMPANY’S FINANCIAL AND ACCOUNTING INFORMATION | 59 |
WORK PLANNED IN 2022 | 60 |
3. CORPORATE governance | 61 |
3.1 COMPOSITION AND CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS | 62 |
3.1.1 COMPOSITION OF THE BOARD OF DIRECTORS | 62 |
3.1.2 CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS | 84 |
3.1.3 ACTIVITIES OF THE BOARD OF DIRECTORS | 88 |
3.1.4 ACTIVITY OF THE BOARD OF DIRECTORS’ COMMITTEES | 89 |
3.2 COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE DIRECTORS | 93 |
3.2.1 COMPENSATION IN 2021 OF DIRECTORS | 93 |
3.2.2 DIRECTORS COMPENSATION POLICY | 105 |
3.2.3 PERFORMANCE SHARE AWARD PLAN | 108 |
3.2.4 STOCK OPTIONS | 112 |
3.2.5 SUMMARY OF TRANSACTIONS REPORTED BY EXECUTIVE DIRECTORS AND DIRECTORS DURING FISCAL YEAR 2021 | 115 |
3.3 ADDITIONAL INFORMATION ON CORPORATE GOVERNANCE | 116 |
3.3.1 INFORMATION RELATING TO CURRENT AGREEMENTS ENTERED INTO UNDER ARM’S LENGTH CONDITIONS | 116 |
3.3.2 RELATED-PARTY TRANSACTIONS | 117 |
3.3.3 SERVICE AGREEMENTS BETWEEN MEMBERS OF THE BOARD OF DIRECTORS OR MANAGEMENT | 117 |
3.3.4 STATUTORY PROVISIONS APPLICABLE TO THE PARTICIPATION OF SHAREHOLDERS IN GENERAL MEETINGS OF SHAREHOLDERS | 117 |
3.3.5 INFORMATION ON ELEMENTS THAT MAY HAVE AN IMPACT IN THE EVENT OF A PUBLIC TAKEOVER OR EXCHANGE OFFER | 118 |
3.3.6 OFFICES OF THE STATUTORY AUDITORS | 118 |
3.4 CORPORATE GOVERNANCE CODE | 118 |
AFEP-MEDEF CODE: THE REFERENCE CODE | 118 |
3.5 INFORMATION ON SHARE CAPITAL | 119 |
3.5.1 SHARE CAPITAL | 119 |
3.5.2 VOTING RIGHTS | 119 |
3.5.3 POTENTIAL SHARE CAPITAL AND SECURITIES GIVING RIGHTS TO SHARE CAPITAL | 119 |
3.5.4 CURRENT AUTHORIZATIONS RELATING TO CAPITAL AND SECURITIES CARRYING RIGHTS TO THE ALLOCATION OF DEBT SECURITIES – USE OF AUTHORIZATIONS | 119 |
3.5.5 MOVEMENTS IN THE CAPITAL OVER THE PAST FIVE YEARS | 122 |
3.5.6 BONDS | 124 |
3.6 SHAREHOLDING STRUCTURE OF COMPAGNIE PLASTIC OMNIUM SE | 124 |
4. NON-FINANCIAL REPORTING disclosure | 125 |
INTRODUCTION AND METHODOLOGICAL NOTE | 126 |
4.1 SUSTAINABILITY AT THE HEART OF MARKET TRENDS | 127 |
4.1.1 PLANNED GROWTH OF ELECTRIC VEHICLES | 128 |
4.1.2 INCREASED AUTOMATION FOR GREATER SAFETY | 128 |
4.1.3 CONNECTIVITY AND DIGITIZATION | 128 |
4.1.4 CUSTOMER EXPECTATIONS AND EXPERIENCE | 129 |
4.1.5 A LONG-STANDING COMMITMENT RECOGNIZED BY THE GROUP’S STAKEHOLDER | 129 |
4.2 PLASTIC OMNIUM'S BUSINESS MODEL | 131 |
4.2.1 BUSINESSES | 131 |
4.2.2 SUSTAINABILITY IN THE GROUP’S STRATEGY | 133 |
4.2.3 RELATIONS WITH STAKEHOLDERS | 141 |
4.3 THE RISK MANAGEMENT AND NON-FINANCIAL REPORTING OF THE GROUP | 147 |
4.3.1 SOCIAL STAKES | 147 |
4.3.2 SOCIETAL STAKES | 159 |
4.3.3 ENVIRONMENTAL STAKES | 165 |
4.4 THE VIGILANCE PLAN | 177 |
4.5 THE “EUROPEAN TAXONOMY”(1) | 180 |
4.6 OTHER NON-FINANCIAL INDICATORS | 184 |
4.7 METHODOLOGY | 189 |
4.8 CROSS-REFERENCE TABLE | 190 |
4.9 REPORT BY ONE OF THE STATUTORY AUDITORS ON THE VERIFICATION OF THE CONSOLIDATED NON-FINANCIAL STATEMENT INCLUDED ON A VOLUNTARY BASIS IN THE GROUP MANAGEMENT REPORT | 193 |
5. CONSOLIDATED FINANCIAL STATEMENTS 2021 | 197 |
PREAMBLE TO THE CONSOLIDATED FINANCIAL STATEMENTS | 198 |
FINANCIAL INDICATORS | 198 |
5.1 COMMENTS ON THE FISCAL YEAR AND OUTLOOK | 200 |
5.1.1 COMMENTS ON THE CONSOLIDATED FINANCIAL STATEMENTS | 200 |
5.1.2 INVESTMENTS | 203 |
5.1.3 OUTLOOK AND EVENTS AFTER THE REPORTING PERIOD | 203 |
5.2 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2021 | 206 |
5.2.1 BALANCE SHEET | 206 |
5.2.2 INCOME STATEMENT | 207 |
5.2.3 STATEMENT OF COMPREHENSIVE NET INCO ME AND GAINS AND LOSSES RECOGNIZED DIRECTLY IN EQUITY | 208 |
5.2.4 STATEMENT OF CHANGES IN EQUITY | 209 |
5.2.5 STATEMENT OF CASH-FLOWS | 211 |
5.2.6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 213 |
5.3 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS | 282 |
6. 2021 STATUTORY FINANCIAL statements | 287 |
6.1 COMMENTS ON THE STATUTORY FINANCIAL STATEMENTS | 288 |
BALANCE SHEET CHANGES | 288 |
EARNINGS PERFORMANCE | 288 |
6.2 BALANCE SHEET | 289 |
ASSETS | 289 |
LIABILITIES | 290 |
6.3 INCOME STATEMENT | 291 |
6.4 NOTES TO THE STATUTORY FINANCIAL STATEMENTS | 292 |
SIGNIFICANT EVENTS OF THE YEAR | 292 |
ACCOUNTING POLICIES AND PRINCIPLES | 292 |
NOTES TO THE BALANCE SHEET | 295 |
NOTES TO THE INCOME STATEMENT | 302 |
OTHER DISCLOSURES | 305 |
6.5 FIVE-YEAR FINANCIAL SUMMARY | 307 |
6.6 TABLE OF SUBSIDIARIES AND AFFILIATES | 308 |
TABLE OF SUPPLIER AND CUSTOMER PAYMENT TERMS AS MENTIONED IN ARTICLE D. 441-6 OF THE FRENCH COMMERCIAL CODE | 309 |
6.7 STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS | 310 |
6.8 SPECIAL AUDITORS' REPORT ON RELATED-PARTY AGREEMENTS | 315 |
7. CAPITAL and shareholding structure | 317 |
7.1 SHARE CAPITAL INFORMATION | 318 |
7.2 INFORMATION ON THE SHAREHOLDING STRUCTURE | 318 |
7.3 THE PLASTIC OMNIUM SHARE | 318 |
7.1 SHARE CAPITAL INFORMATION | 318 |
7.3.2 DIVIDENDS DISTRIBUTED TO SHAREHOLDERS | 319 |
7.3.3 COMPAGNIE PLASTIC OMNIUM SE SHARE PRICE AND TRANSACTION VOLUMES | 320 |
7.4 RELATIONS WITH THE FINANCIAL COMMUNITY | 321 |
7.4.1 INSTITUTIONAL INVESTORS | 321 |
7.4.2 INDIVIDUAL SHAREHOLDERS | 321 |
7.5 FINANCIAL COMMUNICATION AND SHAREHOLDER CALENDARS | 322 |
7.5.1 FINANCIAL COMMUNICATION CALENDAR | 322 |
7.5.2 SHAREHOLDERS' CALENDAR | 322 |
7.6 CONTACTS | 322 |
8. GENERAL MEETING of Shareholders | 323 |
8.1 AGENDA | 324 |
8.1.1 ORDINARY RESOLUTIONS | 324 |
8.1.2 EXTRAORDINARY RESOLUTIONS | 324 |
8.2 EXPLANATORY STATEMENT AND DRAFT RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL MEETING OF APRIL 21, 2022 | 326 |
8.2.1 ORDINARY BUSINESS | 326 |
8.2.2 EXTRAORDINARY BUSINESS | 339 |
8.3 STATUTORY AUDITORS’ REPORT ON THE REDUCTION IN CAPITAL | 353 |
8.4 REPORT OF THE STATUTORY AUDITORS ON THE AUTHORIZATION TO GRANT STOCK OPTIONS | 354 |
8.5 REPORT OF THE STATUTORY AUDITORS ON THE AUTHORIZATION TO GRANT EXISTING OR FUTURE FREE SHARES | 355 |
8.6 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR VARIOUS SECURITIES WITH AND/OR WITHOUT CANCELLATION OF THE PREFERENTIAL SUBSCRIPTION RIGHTS | 356 |
8.7 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR SECURITIES RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN | 358 |
8.8 RATIFICATION OF THE BYLAWS OF COMPAGNIE PLASTIC OMNIUM SE AS OF FEBRUARY 17, 2022 | 359 |
9. OTHER information | 365 |
9.1 GENERAL INFORMATION ABOUT THE COMPANY | 366 |
GENERAL INFORMATION ABOUT THE COMPANY | 366 |
9.2 LIST OF REGULATED INFORMATION PUBLISHED DURING THE LAST 12 MONTHS | 369 |
9.3 PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT | 370 |
APPOINTMENT OF THE PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT CONTAINING THE ANNUAL FINANCIAL REPORT | 370 |
DECLARATION BY THE PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT | 370 |
UNIVERSAL REGISTRATION DOCUMENT CROSS-REFERENCE TABLE | 371 |
FINANCIAL GLOSSARY | 377 |
TECHNICAL AND SUSTAINABLE DEVELOPMENT GLOSSARY | 379 |