DERICHEBOURG - Universal registration document 2018-2019

First page Table of contents Next page Last page

Contents	2
GROUP PROFILE	4
01 CSR REPORT (SERVING AS STATEMENT OF EXTRA-FINANCIAL PERFORMANCE)	13
1.1 Overview of businesses and business model	15
1.1.1 Environmental Services business	16
1.1.2 Multiservices business	25
1.1.3 Overview of businesses and business model	30
1.2 Main CSR risks	32
1.2.1 Analysis of CSR risks	32
1.2.2 CSR strategy	32
1.3 Scorecard showing principal social, environmental and societal information	33
1.4 Being a committed employer	34
1.4.1 Deploying a risk prevention policy to ensure the safety of employees and preserve their health	34
1.4.2 Having key skills and developing them for our present and future needs	35
1.4.3 Promoting employment and developing human capital	37
1.5 Reduce the Group’s environmental footprint	43
1.5.1 Optimize our most energy-intensive work tools to save natural resources	43
1.5.2 Improve the local impact of facilities	46
1.6 Be a major player in the circular economy	48
1.6.1 Improve the recovery of waste treated on our facilities	48
1.6.2 Improve energy performance for customers	51
1.7 Consolidate relationships of trust with our partners	52
1.7.1 Identify, prevent and manage environmental, social and ethical risks	52
1.7.2 Ensure service excellence	53
1.8 Duty of vigilance	54
1.9 Report by the independent third party organization on the consolidated statement of extra-financial performance set out in the management report	55
02 BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE	59
2.1 The Board of Directors	61
2.1.1 Governance structure	61
2.1.2 Duties of the Board of Directors	61
2.1.3 Rules applicable to the appointment and replacement of Board members	61
2.1.4 Composition of the Board of Directors	62
2.1.5 Members of the Board of Directors	65
2.1.6 Conflicts of interest	70
2.1.7 Functioning of the Board of Directors	71
2.1.8 Corporate Governance Code	71
2.1.9 Board rules of procedure	72
2.2 Special committees of the Board of Directors	72
2.2.1 Audit Committee	72
2.2.2 Appointments and Compensation Committee	73
2.3 The Deputy Chief Executive Officer	74
2.4 Compensation of the members of the Board of Directors and executive officers	75
2.4.1 Compensation of the non-executive members of the Board of Directors	75
2.4.2 Compensation paid to executive officers	76
2.5 Executive officers’ declaration concerning transactions in the Company’s shares	79
2.6 Related-party agreements	79
2.6.1 Provisions concerning related-party agreements	79
2.6.2 Service agreement	80
2.6.3 Trademark licensing agreement	80
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)	81
2.8 Factors likely to have an impact in the event of a public offering	81
2.9 Rules applicable to shareholder participation in annual shareholders’ meetings	82
2.10 Statutory Auditors’ special report on related-party agreements and commitments	83
03 GROUP MANAGEMENT REPORT	87
3.1 Significant events during the fiscal year	89
3.1.1 Drop in volumes and prices in the recycling business	89
3.1.2 Available outlets for shredder residues	89
3.1.3 Signing of a loan agreement with the European Investment Bank	90
3.1.4 Signing of an agreement for the acquisition of the Lyrsa Group	90
3.1.5 Change in regulations relating to the cost of labor in France	90
3.1.6 Other changes in the scope of consolidation	90
3.2 Earnings from businesses and financial position	92
3.2.1 Group results	92
3.2.2 Environmental Services	94
3.2.3 Multiservices	96
3.2.4 Holding Companies	97
3.2.5 Outlook	98
3.2.6 The Group’s net financial debt	99
3.2.7 Investments	101
3.3 Risk factors	102
3.3.1 The risk analysis and monitoring process	102
3.3.2 Overview of principal risks identified and the risk management system	102
3.3.3 The internal control system	104
3.3.4 Insurance	106
3.4 Shareholder structure and threshold crossing	107
3.4.1 Shareholder structure	107
3.4.2 Threshold crossing	108
3.4.3 Analysis of the share capital by type of shareholder	108
3.5 Financial results for the last five fiscal years	109
3.6 Group organization chart	109
3.6.1 Group organization and Issuer’s position in the Group	109
3.6.2 Organizational structure	110
3.7 Statement of extra-financial performance	116
3.8 Agenda and draft resolutions submitted to the shareholders’ combined general meeting of January 31, 2020	116
04 FINANCIAL STATEMENTS	121
4.1 Consolidated financial statements for the year ended September 30, 2019, in compliance with IFRS	122
4.1.1 Derichebourg Group consolidated balance sheet as at September 30, 2019	122
4.1.2 Derichebourg Group consolidated income at September 30, 2019	124
4.1.3 Derichebourg Group consolidated statement of cash flows at September 30, 2019	126
4.1.4 Change in Derichebourg Group consolidated shareholders’ equity at September 30, 2019	127
4.1.5 Notes to the consolidated financial statements	128
4.1.6 Statutory Auditors' report on the consolidated financial statements	171
4.2 Parent company financial statements as at September 30, 2019	174
4.2.1 Balance sheet	174
4.2.2 Income statement	176
4.2.3 Notes to the parent company financial statements	178
4.2.4 Statutory Auditors’ report on the parent company financial statements	195
4.3 Statutory Auditors’ fees and fees paid to their network by the Group	198
05 INFORMATION ON THE COMPANY AND SHARE CAPITAL	199
5.1 Share capital: amount of subscribed capital	201
5.2 Authorized capital not issued	201
5.3 Non-equity securities	201
5.4 Securities giving access to the Company’s share capital	201
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 issues	202
5.6 Table showing changes in share capital during the last three fiscal years	202
5.7 Shares held by the issuer or by its subsidiaries	202
5.8 Voting rights	203
5.9 2% threshold set in bylaws	203
5.10 Restrictions on voting rights and share transfers provided for in the Company bylaws	204
5.11 List of owners of any securities containing any special rights of control	204
5.12 Employee shareholdings	204
5.13 Shareholder agreements	204
5.14 Amendment of Company bylaws	204
5.15 Rules on convening shareholders’ meetings	205
5.16 Powers of the Board of Directors, in particular, for the issue or buyback of shares	207
5.17 Agreements entered into by the Company which are amended or end in the event of a change of control	207
5.18 Dividends	208
06 FURTHER INFORMATION	211
6.1 Person responsible for the Universal Registration Document	213
6.1.1 Name and position of the person responsible	213
6.1.2 Certification of the person responsible for the Universal Registration Document	213
6.2 Name of the person responsible for financial information	213
6.3 Statutory Auditors	214
6.3.1 Principal Statutory Auditors	214
6.3.2 Alternate Statutory Auditors	214
6.4 General information about Derichebourg	215
6.4.1 Legal name and trading name	215
6.4.2 Issuer's registration number	215
6.4.3 Date of incorporation and term of the issuer	215
6.4.4 Details of the registered office and legal form	215
6.4.5 Corporate purpose of the issuer	215
6.5 Assessment of the 2018/2019 share buyback program	216
6.6 Presentation of the 2020/2021 share buyback program	217
6.6.1 Legal framework	217
6.6.2 Number of shares and portion of share capital held by the Company	217
6.6.3 Breakdown of the Company's own shares, by purpose	217
6.6.4 Purpose of the new share buyback program	217
6.6.5 Maximum portion of share capital, maximum number and characteristics of capital securities and maximum purchase price	217
6.6.6 Buyback terms	217
6.6.7 Duration of the buyback program	217
6.6.8 Results of the Company's previous share buyback program from February 5, 2019 to December 4, 2019	218
6.6.9 Results of the program's execution between February 5, 2019 and December 4, 2019	218
6.7 Communication with institutional investors and individual shareholders	219
6.7.1 Communications methodology	219
6.7.2 Calendar: key dates	219
6.7.3 Periodic and occasional information: annual information document	219
6.7.4 Update on quarterly financial information	221
6.8 Information provided by third parties, statements made by experts and declarations of interests	222
6.8.1 Statements/reports of experts	222
6.8.2 Information provided by third parties	222
6.9 Significant contracts	222
6.10 Concordance table between the Derichebourg Universal Registration Document and the annual financial report	223
6.11 Concordance table between the Derichebourg Universal Registration Document and annex II of European regulation 2017/1129	223

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