Plastic Omnium // 2021 Universal Registration Document

1. REINVENTING, INVENTING / Integrated report3
MISSION STATEMENT5
INNOVATION, NOW MORE THAN EVER / Message from the Chairman, Laurent Burelle6
A LONG-STANDING COMMITMENT TO SUSTAINABLE MOBILITY8
INSPIRED. INSPIRING10
TOMORROW’S MOBILITY WILL BE SUSTAINABLE12
2021, A YEAR OF INSPIRING AND COMMITTED DEVELOPMENTS14
OUTPERFORMING THE MARKET18
NON-FINANCIAL PERFORMANCE AT THE HEART OF OUR STRATEGY20
EXPERT, AGILE GOVERNANCE22
PREVENTING AND MANAGING RISKS24
AN EXPANDED EXECUTIVE COMMITTEE WITH GREATER DIVERSITY26
PROMOTER OF CARBON-FREE MOBILITY28
COMMITTING. COMMITTED30
TRANSFORMING OURSELVES TO REMAINLEADER, TRANSFORMING THE MARKET TO ACHIEVE MARKET-LEADING POSITIONS32
COMMITTED EVERY DAY, EVERYWHERE34
REINVENTING TO HELP PEOPLE AND THE PLANET36
DEVELOP. DEVELOPING38
WHEN INNOVATION AND SUSTAINABILITY COMBINE40
DESIGN AND INTERACTIVITY42
MODULES & CUSTOMIZATION44
CLEAN ENERGY SYSTEMS46
NEW ENERGIES48
2. RISK FACTORS and management51
2.1 MAIN RISK FACTORS52
OPERATIONAL RISKS52
STRATEGIC RISKS54
CREDIT AND/OR COUNTERPARTY RISKS55
MARKET RISKS55
LEGAL RISKS55
INSURANCE AND RISK COVERAGE56
2.2 INTERNAL CONTROL PROCEDURES AND RISK MANAGEMENT57
OBJECTIVES OF THE COMPANY CONCERNING INTERNAL CONTROL AND RISK MANAGEMENT57
SUMMARY DESCRIPTION OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM57
INTERNAL CONTROL RELATING TO THE PREPARATION OF THE COMPANY’S FINANCIAL AND ACCOUNTING INFORMATION59
WORK PLANNED IN 202260
3. CORPORATE governance61
3.1 COMPOSITION AND CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS62
3.1.1 COMPOSITION OF THE BOARD OF DIRECTORS62
3.1.2 CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS84
3.1.3 ACTIVITIES OF THE BOARD OF DIRECTORS88
3.1.4 ACTIVITY OF THE BOARD OF DIRECTORS’ COMMITTEES89
3.2 COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE DIRECTORS93
3.2.1 COMPENSATION IN 2021 OF DIRECTORS93
3.2.2 DIRECTORS COMPENSATION POLICY105
3.2.3 PERFORMANCE SHARE AWARD PLAN108
3.2.4 STOCK OPTIONS112
3.2.5 SUMMARY OF TRANSACTIONS REPORTED BY EXECUTIVE DIRECTORS AND DIRECTORS DURING FISCAL YEAR 2021115
3.3 ADDITIONAL INFORMATION ON CORPORATE GOVERNANCE116
3.3.1 INFORMATION RELATING TO CURRENT AGREEMENTS ENTERED INTO UNDER ARM’S LENGTH CONDITIONS116
3.3.2 RELATED-PARTY TRANSACTIONS117
3.3.3 SERVICE AGREEMENTS BETWEEN MEMBERS OF THE BOARD OF DIRECTORS OR MANAGEMENT117
3.3.4 STATUTORY PROVISIONS APPLICABLE TO THE PARTICIPATION OF SHAREHOLDERS IN GENERAL MEETINGS OF SHAREHOLDERS117
3.3.5 INFORMATION ON ELEMENTS THAT MAY HAVE AN IMPACT IN THE EVENT OF A PUBLIC TAKEOVER OR EXCHANGE OFFER118
3.3.6 OFFICES OF THE STATUTORY AUDITORS118
3.4 CORPORATE GOVERNANCE CODE118
AFEP-MEDEF CODE: THE REFERENCE CODE118
3.5 INFORMATION ON SHARE CAPITAL119
3.5.1 SHARE CAPITAL119
3.5.2 VOTING RIGHTS119
3.5.3 POTENTIAL SHARE CAPITAL AND SECURITIES GIVING RIGHTS TO SHARE CAPITAL119
3.5.4 CURRENT AUTHORIZATIONS RELATING TO CAPITAL AND SECURITIES CARRYING RIGHTS TO THE ALLOCATION OF DEBT SECURITIES – USE OF AUTHORIZATIONS119
3.5.5 MOVEMENTS IN THE CAPITAL OVER THE PAST FIVE YEARS122
3.5.6 BONDS124
3.6 SHAREHOLDING STRUCTURE OF COMPAGNIE PLASTIC OMNIUM SE124
4. NON-FINANCIAL REPORTING disclosure125
INTRODUCTION AND METHODOLOGICAL NOTE126
4.1 SUSTAINABILITY AT THE HEART OF MARKET TRENDS127
4.1.1 PLANNED GROWTH OF ELECTRIC VEHICLES128
4.1.2 INCREASED AUTOMATION FOR GREATER SAFETY128
4.1.3 CONNECTIVITY AND DIGITIZATION128
4.1.4 CUSTOMER EXPECTATIONS AND EXPERIENCE129
4.1.5 A LONG-STANDING COMMITMENT RECOGNIZED BY THE GROUP’S STAKEHOLDER129
4.2 PLASTIC OMNIUM'S BUSINESS MODEL131
4.2.1 BUSINESSES131
4.2.2 SUSTAINABILITY IN THE GROUP’S STRATEGY133
4.2.3 RELATIONS WITH STAKEHOLDERS141
4.3 THE RISK MANAGEMENT AND NON-FINANCIAL REPORTING OF THE GROUP147
4.3.1 SOCIAL STAKES147
4.3.2 SOCIETAL STAKES159
4.3.3 ENVIRONMENTAL STAKES165
4.4 THE VIGILANCE PLAN177
4.5 THE “EUROPEAN TAXONOMY”(1)180
4.6 OTHER NON-FINANCIAL INDICATORS184
4.7 METHODOLOGY189
4.8 CROSS-REFERENCE TABLE190
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 REPORT193
5. CONSOLIDATED FINANCIAL STATEMENTS 2021197
PREAMBLE TO THE CONSOLIDATED FINANCIAL STATEMENTS198
FINANCIAL INDICATORS198
5.1 COMMENTS ON THE FISCAL YEAR AND OUTLOOK200
5.1.1 COMMENTS ON THE CONSOLIDATED FINANCIAL STATEMENTS200
5.1.2 INVESTMENTS203
5.1.3 OUTLOOK AND EVENTS AFTER THE REPORTING PERIOD203
5.2 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2021206
5.2.1 BALANCE SHEET206
5.2.2 INCOME STATEMENT207
5.2.3 STATEMENT OF COMPREHENSIVE NET INCO ME AND GAINS AND LOSSES RECOGNIZED DIRECTLY IN EQUITY208
5.2.4 STATEMENT OF CHANGES IN EQUITY209
5.2.5 STATEMENT OF CASH-FLOWS211
5.2.6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS213
5.3 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS282
6. 2021 STATUTORY FINANCIAL statements287
6.1 COMMENTS ON THE STATUTORY FINANCIAL STATEMENTS288
BALANCE SHEET CHANGES288
EARNINGS PERFORMANCE288
6.2 BALANCE SHEET289
ASSETS289
LIABILITIES290
6.3 INCOME STATEMENT291
6.4 NOTES TO THE STATUTORY FINANCIAL STATEMENTS292
SIGNIFICANT EVENTS OF THE YEAR292
ACCOUNTING POLICIES AND PRINCIPLES292
NOTES TO THE BALANCE SHEET295
NOTES TO THE INCOME STATEMENT302
OTHER DISCLOSURES305
6.5 FIVE-YEAR FINANCIAL SUMMARY307
6.6 TABLE OF SUBSIDIARIES AND AFFILIATES308
TABLE OF SUPPLIER AND CUSTOMER PAYMENT TERMS AS MENTIONED IN ARTICLE D. 441-6 OF THE FRENCH COMMERCIAL CODE309
6.7 STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS310
6.8 SPECIAL AUDITORS' REPORT ON RELATED-PARTY AGREEMENTS315
7. CAPITAL and shareholding structure317
7.1 SHARE CAPITAL INFORMATION318
7.2 INFORMATION ON THE SHAREHOLDING STRUCTURE318
7.3 THE PLASTIC OMNIUM SHARE318
7.1 SHARE CAPITAL INFORMATION318
7.3.2 DIVIDENDS DISTRIBUTED TO SHAREHOLDERS319
7.3.3 COMPAGNIE PLASTIC OMNIUM SE SHARE PRICE AND TRANSACTION VOLUMES320
7.4 RELATIONS WITH THE FINANCIAL COMMUNITY321
7.4.1 INSTITUTIONAL INVESTORS321
7.4.2 INDIVIDUAL SHAREHOLDERS321
7.5 FINANCIAL COMMUNICATION AND SHAREHOLDER CALENDARS322
7.5.1 FINANCIAL COMMUNICATION CALENDAR322
7.5.2 SHAREHOLDERS' CALENDAR322
7.6 CONTACTS322
8. GENERAL MEETING of Shareholders323
8.1 AGENDA324
8.1.1 ORDINARY RESOLUTIONS324
8.1.2 EXTRAORDINARY RESOLUTIONS324
8.2 EXPLANATORY STATEMENT AND DRAFT RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL MEETING OF APRIL 21, 2022326
8.2.1 ORDINARY BUSINESS326
8.2.2 EXTRAORDINARY BUSINESS339
8.3 STATUTORY AUDITORS’ REPORT ON THE REDUCTION IN CAPITAL353
8.4 REPORT OF THE STATUTORY AUDITORS ON THE AUTHORIZATION TO GRANT STOCK OPTIONS354
8.5 REPORT OF THE STATUTORY AUDITORS ON THE AUTHORIZATION TO GRANT EXISTING OR FUTURE FREE SHARES355
8.6 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR VARIOUS SECURITIES WITH AND/OR WITHOUT CANCELLATION OF THE PREFERENTIAL SUBSCRIPTION RIGHTS356
8.7 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR SECURITIES RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN358
8.8 RATIFICATION OF THE BYLAWS OF COMPAGNIE PLASTIC OMNIUM SE AS OF FEBRUARY 17, 2022359
9. OTHER information365
9.1 GENERAL INFORMATION ABOUT THE COMPANY366
GENERAL INFORMATION ABOUT THE COMPANY366
9.2 LIST OF REGULATED INFORMATION PUBLISHED DURING THE LAST 12 MONTHS369
9.3 PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT370
APPOINTMENT OF THE PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT CONTAINING THE ANNUAL FINANCIAL REPORT370
DECLARATION BY THE PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT370
UNIVERSAL REGISTRATION DOCUMENT CROSS-REFERENCE TABLE371
FINANCIAL GLOSSARY377
TECHNICAL AND SUSTAINABLE DEVELOPMENT GLOSSARY379

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