NEOPOST - 2018 Registration document

First page Table of contents Next page Last page
Index2
1. NEOPOST GROUP ACTIVITY5
Key figures6
Activities8
Enterprise Digital Solutions8
Neopost Shipping8
SME Solutions9
Strategy10
Refocus on Major Operations10
Specific ambitions for each major solutions10
Optimize Additional Operations11
Streamline operations12
Capital allocation12
Shareholder return policy12
Mid-term guidance12
Organizational structure13
Head office13
Research and development centers13
Production centers13
Distribution13
Investments14
History15
2. CORPORATE GOVERNANCE REPORT17
Board of directors18
Governance structure19
Missions of the Board of directors19
Chairman of the Board21
Chief Executive Officer21
Members of the Board21
Lead director22
Directors22
Departing directors25
Independent directors25
Work of the Board of directors27
By-laws for the Board and committees28
Committees30
Remuneration committee30
Appointments committee31
Remuneration and appointments committee32
Audit committee32
Strategy and corporate responsibility committee34
Management team35
Remuneration of managers and directors35
Management team35
Non-executive directors37
The Chairman & the Chief Executive Officer – 2018 Remuneration38
The Chairman – 2019 Remuneration43
The Chief Executive Officer – Remuneration 201944
Regulated agreements47
Denis Thiery, Chairman47
Geoffrey Godet, Chief Executive Officer47
Summary table of the Extraordinary General Meeting delegations to the Board of directors49
Information that could have an impact in the event of a takeover bid or exchange offer50
Practical information for attending the General Meeting50
Special report of the Statutory Auditors on regulated agreements and commitments52
3. MANAGEMENT REPORT55
Review of the Neopost group’s financial position and results in 201856
Highlights56
Income statement57
Change in sales by division57
Research and development effort58
Current operating margin58
Operating income59
Financial income59
Net income59
Financial position59
Dividend60
Share buyback program60
Ownership structure61
Indications related to “Back to Growth” strategy and implications for 201963
4. RISK FACTORS AND INTERNAL CONTROL65
Risk factors66
Risk assessment66
Main risks and risk management systems67
Forecasts73
Retirement benefit obligations73
Insurance73
Internal control and internal audit procedures74
Internal Control mainframe74
Internal Control organization74
5. NON-FINANCIAL PERFORMANCE STATEMENT79
Social, societal and environmental information80
Preamble82
Group CSR priority challenges82
Engaging with the Group's employees86
Building trust and customer satisfaction by providing safe innovative, and sustainable solutions and services91
Acting ethically and responsibly93
Limiting Neopost's environmental impact97
Working with communities99
Other non-financial information101
Notes regarding methodology and the CSR reporting scope103
Independent verifier’s report on the Statement on non-financial performance information presented in the management report105
6. FINANCIAL STATEMENTS109
Consolidated financial statements110
Consolidated balance sheet110
Consolidated income statement112
Consolidated statement of comprehensive income113
Consolidated statement of cash flow114
Changes in shareholders’ equity115
Notes to the consolidated financial statements116
Statutory auditors’ report on the consolidated financial statements171
Analysis of Neopost S.A.’s annual results176
2018 financial year significant events176
Operating income176
Financial income176
Extraordinary income176
Income tax176
Shareholders’ equity177
Trade payables and receivables ageing177
Five-year results table177
Dividends178
Statutory Auditors’ engagement178
Post-closing events178
2019 Outlook178
Neopost S.A. statements of financial position179
Neopost S.A. balance sheet179
Neopost S.A. income statement181
Neopost S.A. statement of cash flow182
Change in Neopost S.A. shareholders’ equity182
Notes to the Neopost S.A. financial statements183
Statutory auditors’ report on the financial statements206
7. INFORMATION ON NEOPOST AND ITS SHARE CAPITAL211
Neopost share capital212
Securities giving access to capital212
Changes in Neopost S.A.’s share capital212
Breakdown of share capital and voting rights213
Changes in shareholder structure213
Transactions carried out on Neopost shares by members of the Board214
Place of the issuing entity in the Neopost group214
Pledges, warranties and securities on Neopost’s shares or assets214
Neopost shares214
Market for Neopost S.A. shares214
Share price performance215
Share price and trading information over 18 months215
Dividends215
8. ADDITIONAL INFORMATION217
General information218
Company name and head office218
Legal form and jurisdiction218
Date of incorporation and term218
Corporate purpose (summary of article 2 of the articles of association)218
Registration218
Consultation of legal documents218
Financial year (article 6 of the articles of association)218
Appropriation of earnings (article 19 of the articles of association)218
Annual General Meeting (article 18 of the articles of association)219
Statutory threshold crossing disclosures (summary of article 11 of the articles of association)219
Recent events219
Officer responsible for the registration document and Auditors219
Officer responsible for the registration document219
Auditors220
Statements by officer220
Fees paid to the statutory auditors and members of their networks221
Information policy221
Officers in charge of financial information221
Shareholder information221
Financial communication schedule221
Publication of information222
Information published in the French Official Bulletin of Legal Notices (BALO)222
Information published in the Nanterre commercial court registry222
Information published in “Le Publicateur Légal”222
Information published in the “Petites affiches”222
Publication of press releases223
Notification to Autorité des Marchés Financiers224
Presentations to analysts224
Annual report and registration document225
Interim report225
Concordance tables226

Made with FlippingBook - professional solution for displaying marketing and sales documents online