NEOPOST - 2018 Registration document
First page
Table of contents
Next page
Last page
Index
2
1. NEOPOST GROUP ACTIVITY
5
Key figures
6
Activities
8
Enterprise Digital Solutions
8
Neopost Shipping
8
SME Solutions
9
Strategy
10
Refocus on Major Operations
10
Specific ambitions for each major solutions
10
Optimize Additional Operations
11
Streamline operations
12
Capital allocation
12
Shareholder return policy
12
Mid-term guidance
12
Organizational structure
13
Head office
13
Research and development centers
13
Production centers
13
Distribution
13
Investments
14
History
15
2. CORPORATE GOVERNANCE REPORT
17
Board of directors
18
Governance structure
19
Missions of the Board of directors
19
Chairman of the Board
21
Chief Executive Officer
21
Members of the Board
21
Lead director
22
Directors
22
Departing directors
25
Independent directors
25
Work of the Board of directors
27
By-laws for the Board and committees
28
Committees
30
Remuneration committee
30
Appointments committee
31
Remuneration and appointments committee
32
Audit committee
32
Strategy and corporate responsibility committee
34
Management team
35
Remuneration of managers and directors
35
Management team
35
Non-executive directors
37
The Chairman & the Chief Executive Officer – 2018 Remuneration
38
The Chairman – 2019 Remuneration
43
The Chief Executive Officer – Remuneration 2019
44
Regulated agreements
47
Denis Thiery, Chairman
47
Geoffrey Godet, Chief Executive Officer
47
Summary table of the Extraordinary General Meeting delegations to the Board of directors
49
Information that could have an impact in the event of a takeover bid or exchange offer
50
Practical information for attending the General Meeting
50
Special report of the Statutory Auditors on regulated agreements and commitments
52
3. MANAGEMENT REPORT
55
Review of the Neopost group’s financial position and results in 2018
56
Highlights
56
Income statement
57
Change in sales by division
57
Research and development effort
58
Current operating margin
58
Operating income
59
Financial income
59
Net income
59
Financial position
59
Dividend
60
Share buyback program
60
Ownership structure
61
Indications related to “Back to Growth” strategy and implications for 2019
63
4. RISK FACTORS AND INTERNAL CONTROL
65
Risk factors
66
Risk assessment
66
Main risks and risk management systems
67
Forecasts
73
Retirement benefit obligations
73
Insurance
73
Internal control and internal audit procedures
74
Internal Control mainframe
74
Internal Control organization
74
5. NON-FINANCIAL PERFORMANCE STATEMENT
79
Social, societal and environmental information
80
Preamble
82
Group CSR priority challenges
82
Engaging with the Group's employees
86
Building trust and customer satisfaction by providing safe innovative, and sustainable solutions and services
91
Acting ethically and responsibly
93
Limiting Neopost's environmental impact
97
Working with communities
99
Other non-financial information
101
Notes regarding methodology and the CSR reporting scope
103
Independent verifier’s report on the Statement on non-financial performance information presented in the management report
105
6. FINANCIAL STATEMENTS
109
Consolidated financial statements
110
Consolidated balance sheet
110
Consolidated income statement
112
Consolidated statement of comprehensive income
113
Consolidated statement of cash flow
114
Changes in shareholders’ equity
115
Notes to the consolidated financial statements
116
Statutory auditors’ report on the consolidated financial statements
171
Analysis of Neopost S.A.’s annual results
176
2018 financial year significant events
176
Operating income
176
Financial income
176
Extraordinary income
176
Income tax
176
Shareholders’ equity
177
Trade payables and receivables ageing
177
Five-year results table
177
Dividends
178
Statutory Auditors’ engagement
178
Post-closing events
178
2019 Outlook
178
Neopost S.A. statements of financial position
179
Neopost S.A. balance sheet
179
Neopost S.A. income statement
181
Neopost S.A. statement of cash flow
182
Change in Neopost S.A. shareholders’ equity
182
Notes to the Neopost S.A. financial statements
183
Statutory auditors’ report on the financial statements
206
7. INFORMATION ON NEOPOST AND ITS SHARE CAPITAL
211
Neopost share capital
212
Securities giving access to capital
212
Changes in Neopost S.A.’s share capital
212
Breakdown of share capital and voting rights
213
Changes in shareholder structure
213
Transactions carried out on Neopost shares by members of the Board
214
Place of the issuing entity in the Neopost group
214
Pledges, warranties and securities on Neopost’s shares or assets
214
Neopost shares
214
Market for Neopost S.A. shares
214
Share price performance
215
Share price and trading information over 18 months
215
Dividends
215
8. ADDITIONAL INFORMATION
217
General information
218
Company name and head office
218
Legal form and jurisdiction
218
Date of incorporation and term
218
Corporate purpose (summary of article 2 of the articles of association)
218
Registration
218
Consultation of legal documents
218
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 events
219
Officer responsible for the registration document and Auditors
219
Officer responsible for the registration document
219
Auditors
220
Statements by officer
220
Fees paid to the statutory auditors and members of their networks
221
Information policy
221
Officers in charge of financial information
221
Shareholder information
221
Financial communication schedule
221
Publication of information
222
Information published in the French Official Bulletin of Legal Notices (BALO)
222
Information published in the Nanterre commercial court registry
222
Information published in “Le Publicateur Légal”
222
Information published in the “Petites affiches”
222
Publication of press releases
223
Notification to Autorité des Marchés Financiers
224
Presentations to analysts
224
Annual report and registration document
225
Interim report
225
Concordance tables
226
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