MESSAGE TO THE SHAREHOLDERS | 2 |
OVERVIEW OF TECHNICOLOR IN 2020 | 4 |
1. PRESENTATION OF THE GROUP | 7 |
1.1 OVERVIEWAND HISTORICAL BACKGROUND | 9 |
1.1.1 Overview | 9 |
1.1.2 Historical background | 11 |
1.2 ORGANIZATION AND BUSINESS OVERVIEW | 12 |
1.2.1 Production Services | 12 |
1.2.2 Connected Home | 16 |
1.2.3 DVD Services | 19 |
1.2.4 Corporate & Other | 20 |
1.2.5 Discontinued operations | 21 |
1.3 STRATEGY | 21 |
1.4 SHARE CAPITAL AND SHAREHOLDING | 23 |
1.4.1 Share capital | 23 |
1.4.2 Share buy back | 30 |
1.4.3 Delegations granted to the Board of Directors by the Shareholders’ Meetings | 31 |
1.4.4 Dividend policy | 32 |
2. OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 33 |
2.1 SUMMARY OF RESULTS | 34 |
2.2 RESULTS OF OPERATIONS FOR 2019 AND 2020 | 34 |
2.2.1 Analysis of revenues from continuing operations | 34 |
2.2.2 Analysis of Adjusted EBITDA and Adjusted EBITA | 37 |
2.2.3 Analysis of operating expenses and profit (loss) from continuing operations before tax and net financial expense | 38 |
2.2.4 Net financial expense | 38 |
2.2.5 Income tax | 39 |
2.2.6 Profit (loss) from continuing operations | 39 |
2.2.7 Profit (loss) from discontinued operations | 39 |
2.2.8 Net income (loss) of the Group | 39 |
2.2.9 Adjusted indicators | 39 |
2.3 LIQUIDITY AND CAPITAL RESOURCES | 41 |
2.3.1 Overview | 41 |
2.3.2 Cash flow | 42 |
2.3.3 Financial resources | 43 |
2.4 SUBSEQUENT EVENTS | 44 |
2.5 INFORMATION ON COVID-19 | 44 |
3. RISKS, LITIGATION, AND CONTROLS | 45 |
3.1 RISK FACTORS | 46 |
3.1.1 Global market and industry risks | 47 |
3.1.2 Operational risks | 54 |
3.1.3 Financial risks | 60 |
3.1.4 Litigation | 65 |
3.2 INTERNAL CONTROL | 66 |
3.2.1 Objectives of internal control procedures and implementation | 66 |
3.2.2 General control environment | 67 |
3.2.3 Internal Audit | 68 |
3.2.4 Internal control procedures relating to the preparation and treatment of accounting and financial information | 69 |
3.2.5 Other internal control procedures | 70 |
3.3 INSURANCE | 72 |
4. CORPORATE GOVERNANCE AND COMPENSATION | 73 |
4.1 CORPORATE GOVERNANCE | 74 |
4.1.1 Board of Directors | 77 |
4.1.2 Preparation and organization of the Board of Directors’ work | 101 |
4.1.3 Regulated agreements | 113 |
4.1.4 Internal Board Regulations | 116 |
4.1.5 Executive Committee | 121 |
4.2 COMPENSATION | 123 |
4.2.1 Compensation and benefits of Corporate Officers | 123 |
4.2.2 Pay equity ratio | 137 |
4.2.3 Executive Committee compensation | 138 |
4.2.4 Stock options plans and performance or restricted shares plans | 139 |
5. DISCLOSURE ON EXTRA-FINANCIAL PERFORMANCE | 149 |
5.1 CORPORATE SOCIAL RESPONSIBILITY’S CHALLENGES OF THE GROUP | 150 |
5.1.1 Business models | 150 |
5.1.2 The CSR risks | 151 |
5.1.3 The materiality matrix | 152 |
5.1.4 The approach to sustainability | 153 |
5.1.5 Covid-19 | 153 |
5.2 HUMAN CAPITAL | 155 |
5.2.1 Management and development of talent | 155 |
5.2.2 Management of business cycles | 164 |
5.2.3 Diversity, Equity, and Inclusion | 165 |
5.2.4 Business transformation and social dialogue | 167 |
5.2.5 Safety at work | 168 |
5.2.6 Absenteeism | 170 |
5.2.7 Community impact and regional development | 171 |
5.2.8 Relations with external stakeholders | 172 |
5.3 HUMAN RIGHTS ANDWORKING CONDITIONS | 173 |
5.3.1 Human Rights and working conditions in the supply chain | 173 |
5.3.2 Fight against harassment and discrimination | 175 |
5.4 CLIMATE CHANGE | 175 |
5.4.1 Carbon emissions | 176 |
5.4.2 Energy efficiency | 178 |
5.4.3 Renewable energy | 179 |
5.5 CIRCULAR ECONOMY | 180 |
5.5.1 Recycling of waste and optimization of raw material | 182 |
5.5.2 Environmental footprint of products | 183 |
5.5.3 Sustainable water management | 184 |
5.5.4 Additional environmental aspects | 185 |
5.5.5 Data collection method and rationale | 187 |
5.6 SAFETY OF CUSTOMERS AND PROTECTION OF CONTENT | 189 |
5.6.1 Product compliance and ban of hazardous materials | 189 |
5.6.2 Content security, cyber risks and respect of Intellectual Property | 190 |
5.7 FAIRNESS OF BUSINESS PRACTICES | 191 |
5.7.1 Competition rules and anti-bribery | 191 |
5.7.2 Tax management | 192 |
5.8 CSR PERFORMANCE ASSESSMENT | 193 |
5.9 REPORT OF ONE OF THE STATUTORY AUDITORS, APPOINTED AS INDEPENDENT THIRD-PARTY, ON THE CONSOLIDATED NON FINANCIAL STATEMENT | 194 |
5.10 VIGILANCE PLAN | 197 |
6. FINANCIAL STATEMENTS | 199 |
6.1 TECHNICOLOR 2020 CONSOLIDATED FINANCIAL STATEMENTS | 200 |
6.1.1 Consolidated statement of operations | 200 |
6.1.2 Consolidated statement of comprehensive income | 201 |
6.1.3 Consolidated statement of financial position | 202 |
6.1.4 Consolidated statement of cash flows | 204 |
6.1.5 Consolidated statement of changes in equity | 205 |
6.2 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 206 |
6.3 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2020 | 271 |
6.4 TECHNICOLOR SA 2020 FINANCIAL STATEMENTS | 277 |
6.4.1 Profit and loss account | 277 |
6.4.2 Balance sheet | 278 |
6.4.3 Statement of changes in equity | 279 |
6.5 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS | 280 |
6.6 PARENT COMPANY FINANCIAL DATA OVER THE FIVE LAST YEARS (UNDER ARTICLES R. 225-81 AND R. 225-102 OF THE FRENCH COMMERCIAL CODE) | 307 |
6.7 STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2020 | 308 |
6.8 AUDITORS | 313 |
6.8.1 Table of Auditors’ fees | 313 |
6.8.2 Statutory Auditors | 313 |
6.8.3 Substitute Statutory Auditors | 313 |
7. ADDITIONAL INFORMATION | 315 |
7.1 COMPANY PROFILE | 316 |
7.2 LISTING INFORMATION | 316 |
7.2.1 Markets for the Company’s securities | 316 |
7.2.2 Listing on Euronext Paris | 317 |
7.3 NOTIFICATION OF INTERESTS ACQUIRED IN FRENCH COMPANIES IN 2020 AND 2019 | 318 |
7.3.1 Notification of interests acquired in the share capital of French companies in 2020 | 318 |
7.3.2 Notification of interests acquired in the share capital of French companies in 2019 | 318 |
7.4 MEMORANDUM AND BYLAWS | 318 |
7.4.1 Corporate purpose | 318 |
7.4.2 Board of Directors and Executive Committee members | 318 |
7.4.3 Rights, privileges and restrictions attached to shares | 318 |
7.4.4 Actions necessary to change the rights of shareholders | 319 |
7.4.5 Shareholders’Meetings | 319 |
7.4.6 Bylaws requirements for holdings exceeding certain percentages | 319 |
7.5 MATERIAL CONTRACTS | 319 |
7.6 ADDITIONAL TAX INFORMATION | 319 |
7.7 ORGANIZATION OF THE GROUP | 320 |
7.7.1 Legal organizational chart of the Group as of December 31, 2020 | 320 |
7.7.2 Operational organization of the Group | 322 |
7.8 SUPPLIERS AND CUSTOMERS PAYMENT TERMS | 323 |
7.9 AVAILABLE DOCUMENTS | 323 |
7.10 SOURCES REGARDING COMPETITIVE POSITION | 324 |
7.11 PERSONS RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT AND THE ANNUAL FINANCIAL REPORT | 324 |
7.11.1 Declaration by the person responsible for the Universal Registration Document and the Annual Financial Report | 324 |
7.11.2 Person responsible for information | 324 |
8. UNIVERSAL REGISTRATION DOCUMENT CROSS-REFERENCE TABLES | 325 |
Cross-reference table referring to the main headings required by Annexes 1 and 2 of the Commission delegated Regulation (EU) n° 2019/980 of March 14, 2019 | 327 |
Annual Financial Report cross-reference table | 330 |
Cross-reference table referring to the elements of the management report | 330 |
Cross-reference table referring to the elements of the corporate governance report | 332 |
Cross-reference table pursuant to Article L. 225-102-1, Article R. 225-105 (disclosure on extra-financial performance) and Article L. 225-102-4 (vigilance plan) of the French Commercial Code | 333 |
Glossary | 337 |