Saint-Gobain // Universal Registration Document 2021
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Risks and control Risk factors
Its ability to pass on these cost increases to its customers depends to a large extent on market conditions and commercial practices. Even in the event of repercussions for the Group, it may only pass these on to its customers in part and/or gradually over time. The Group’s inability to immediately and/or fully pass on increases in the cost of raw materials and/or energy in the short term could have a material adverse effect on its operations, financial position or results The Group has set up hedging arrangements for some of the risks associated with the cost of energy and/or raw materials (see Chapter 8, Section 1, note 10.1 Financial Risks to the consolidated financial statements). Nevertheless, it cannot guarantee that these hedges, which themselves represent a cost for the Group, will fully cover any additional costs incurred as a result of future price increases in the cost of energy and/or raw materials; they will depend on the underlying cost assumptions applied by the Group. Industrial and environmental risks 1.1.6 The Group could incur significant expenses and be exposed to environmental liabilities as a result of its operation of past, present or future industrial sites (see Note 9 to the consolidated financial statements, Chapter 8, Section 1). The industrial and environmental risks arising from the operation of some sites primarily relate to the storage of certain hazardous substances. As at December 31, 2021, seven sites were classified under Directive No. 2012/18/EU on the control of major-accident hazards involving dangerous substances, known as “Seveso III”. These industrial sites are subject to specific regulations and close supervision by the competent authorities and the Group’s Environment, Health and Safety Department. These sites include Balsta (Gypsum) in Sweden, storing liquid natural gas, Etolikon (Gypsum) in Greece and Stjordal (Insulation) in Norway, storing liquefied petroleum gas, and Sully-sur-Loire (Sekurit-Transport) in France, storing combustive liquids, which fall under the “low threshold” defined by the “Seveso III” Directive. Three other facilities are classified as “upper threshold”: the Bagneaux-sur-Loing site (Flat Glass) in France, which stores arsenic (AS2O3), the Carrascal del Rio site (Flat Glass) in Spain, which stores hydrofluoric acid (HF), and the site in Boston, Lincolnshire (Building Distribution) in the United Kingdom, which stores petroleum products. After identifying accident risks and their potential impact on the environment, preventive measures were implemented at these facilities, covering the design and construction of storage areas, as well as the manner in which they are used and maintained. Internal contingency plans have been developed to respond to incidents. The financial consequences of personal injury and damage to property that may arise by accident from plant operations are covered by the current Group civil liability and environment impairment liability insurance programs (for a description of these programs, see Chapter 6, Section 1.5.2), with the exception of the Bagneaux-sur-Loing plant, which is insured under a
specific policy subscribed by the joint venture operating the facility. In the event of an industrial accident, compensation payments to victims would be organized jointly by the company, the insurance broker and the insurer. The Saint-Gobain Group also has to deal with risks relating to chronic pollution, and could therefore be required to incur expenses to restore active or closed industrial sites, whether in operation or closed, or clean up the environment. At December 31, 2021, 72 European Group sites are classified as “IED” installations as defined by Directive 2010/75/EU on industrial emissions, and are subject to integrated pollution prevention and control regulations. A breach of these regulations could result in fines or other civil, administrative or criminal penalties, specifically the withdrawal of permits and licenses needed for the activities in question to continue operation, which could have a material adverse effect on the Group’s sales, results, free cash flow generation and its outlook. Lastly, changes in environmental regulations, including their interpretation, and consideration of climate change risks (see Chapter 3, Section 2.1) could cause the Group to incur significant expenses and/or investments. 1.1.7 The Group’s strategy is based, in part, on external growth, in particular by acquiring businesses or assets, taking equity interests or establishing joint ventures in the Group’s business lines and in geographic regions where the Group seeks to establish or strengthen itself (see Chapter 2, Section 4). Accordingly, on May 20, 2021, the Group announced that it had entered into an agreement to acquire 100% of the share capital of Chryso, a leading global player in the construction chemicals market, a transaction completed on September 29, 2021. It also announced on December 6, 2021 that it had entered into an agreement to acquire all the shares of GCP Applied Technologies, which is a decisive step in establishing Saint-Gobain as a world leader in construction chemicals and reinforces the Group’s strategy as a world leader in sustainable construction. The completion of this transaction is subject to the approval of shareholders of GCP Applied Technologies, the authorization of the competition authorities and the satisfaction of other usual conditions; it should take place by the end of 2022 (see Chapter 2, Section 4.2). However, the Group may not be in a position to identify attractive targets or to enter into transactions at the optimal time and/or under satisfactory conditions (see Chapter 2, Section 4.2 for a description of the business portfolio management strategy). The expected benefits of these external growth operations depend, in part, on the realization of expected synergies and integration of the activities of the acquired companies, and on relationships with other participants in the joint ventures. The Group gives no guarantees as to these objectives, which, if not fulfilled within the expected timeframes and at the expected levels, could affect the Group’s financial position, results and outlook (see Chapter 1, Section 3). Risks related to external growth
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