Plastic Omnium - 2019 Universal Registration Document

TABLE OF CONTENTS II
Integrated REPORT 3
MESSAGE FROM LAURENT BURELLE 4
INTERVIEW WITH LAURENT FAVRE 6
JOINT INTERVIEW BETWEEN FÉLICIE BURELLE AND LAURENT FAVRE 8
PURE PLAYER 10
BUSINESS MODEL 12
BUSINESS AND STRATEGY 14
RISK MANAGEMENT 18
THE GROUP’S CORPORATE SOCIAL RESPONSIBILITY PROGRAM 19
AN INDEPENDENT FAMILY-OWNED 22
A RESPONSIBLE Board of Directors 23
KEY FINANCIAL FIGURES for 2019 24
2019 Social and Environmental PERFORMANCE 25
1. PRESENTATION OF PLASTIC OMNIUM and its businesses 27
1.1 2019 KEY FIGURES 28
1.2 HISTORY AND DEVELOPMENT OF THE GROUP 30
1.3 ORGANIZATION CHART 32
1.4 SIGNIFICANT EVENTS 33
1.5 BUSINESSES 34
1.6 OBJECTIVES AND STRATEGY 36
1.7 RESEARCH AND DEVELOPMENT (R&D) 38
2. RISK FACTORS and control 43
2.1 MAIN RISK FACTORS 44
OPERATIONAL RISKS 44
INDUSTRIAL AND ENVIRONMENTAL RISKS 45
CREDIT AND/OR COUNTERPARTY RISKS 45
MARKET RISKS 46
LEGAL RISKS 46
INSURANCE AND RISK COVERAGE 47
2.2 INTERNAL CONTROL PROCEDURES AND RISK MANAGEMENT 47
OBJECTIVES OF THE COMPANY CONCERNING INTERNAL CONTROL AND RISK MANAGEMENT 47
SUMMARY DESCRIPTION OF THE INTERNAL 47
INTERNAL CONTROL RELATING TO THE PREPARATION OF THE COMPANY'S FINANCIAL AND ACCOUNTING INFORMATION 49
WORK PLANNED IN 2020 50
2 .3 FINANCIAL RISKS RELATED TO THE EFFECTS OF CLIMATE CHANGE 51
3. CORPORATE Governance 53
3. 1 REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 54
3.1.1 COMPOSITION A ND CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS 54
3.1.2 COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE DIRECTORS 80
3.1.3 INFORMATION REGARDING THE EQUITY CAPITAL 104
3.1.4 I NFORMATION ABOUT SHAREHOLDERS 110
4. STATEMENT OF NON-FINANCIAL performance 113
A GENERAL COMMITMENT: ACT FOR ALL 114
4.1 BUSINESSES AND PROSPECTS 114
4.1.1 A CHANGING MARKET 114
4.1.2 BUSINESS AND AMBITIONS 115
4.1.3 CONTRIBUTE TO SUSTAINABLE DEVELOPMENT GOALS 119
4.1.4 STAKEHOLDER DIALOGUE 121
4.2 INNOVATIONS AND EXPERTS: TOWARDS CLEAN AND CONNECTED MOBILITY 123
4.2.1 BUILDING LIGHTER VEHICLES 124
4.2.2 CLEAN PROPULSION SYSTEM 124
4.2.3 CONNECTIVITY OF VEHICLES 125
4.2.4 ECO-DESIGN 125
4.2.5 SAFETY AND QUALITY 126
4.3 COMMITTED AND RESPONSIBLE : ACT FOR ALL 127
4.3.1 THE ACT FOR ALL™ PROGRAM 127
4.3.2 RESPONSIBLE ENTREPRENEURS 130
4.3.3 CARE FOR PEOPLE 134
4.3.4 SUSTAINABLE PRODUCTION 145
4.4 METHODOLOGY 150
SCOPE OF THE REPORT 150
INDICATOR CALCULATION METHODS 151
EXTERNAL PROCEDURES AND CONTROLS 151
4.5 CROSS-REFERENCE TABLE 152
4.6 REPORT FROM THE INDEPENDENT THIRD PARTY 154
FOR THE YEAR ENDED DECEMBER 31st 2019 154
THE ENTITY'S RESPONSIBILITY 154
INDEPENDENCE AND QUALITY CONTROL 154
RESPONSIBILITY OF THE STATUTORY AUDITOR 154
NATURE AND SCOPE OF OUR WORK 154
MEANS AND RESOURCES 155
CONCLUSION 155
APPENDIX 1: INFORMATION CONSIDERED TO BE THE MOST IMPORTANT 156
5. CONSOLIDATED FINANCIAL statements 2019 157
PREAMBULE TO THE CONSOLIDATED FINANCIAL STATEMENTS 158
FINANCIAL INDICATORS 158
5.1 COMMENTS ON THE FISCAL YEAR AND OUTLOOK 160
5.1.1 COMMENTS ON T H E CONSOLI DATED FINANCIAL STATEMENTS 160
5.1.2 INVESTMENTS 2020-2022 162
5.1.3 OUTLOOK AND POST-BALANCE SHEET EVENTS 163
5.2 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2019 166
5.2.1 BALANCE SHEET 166
5.2.2 INCOME STATEMENT 168
5.2.3 STATEMENT O F COMPREHENSIVE INCOME 169
5.2.4 CHANGES IN EQUITY 170
5.2.5 STATEMENT OF CASH FLOWS 172
5.2.6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 174
5.2.7 STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 245
6. STATUTORY ACCOUNTS 2019 251
6.1 COMMENTS ON THE STATUTORY ACCOUNTS 252
BALANCE SHEET CHANGES 252
EARNINGS PER FORMANCE 252
6.2 INCOME STATEMENT 253
6.3 BALANCE SHEET 254
ASSETS 254
LIABILITIES 255
6. 4 NOTES TO THE STATUTORY ACCOUNTS 256
SIGNIFICANT EVENTS OF THE YEAR 256
ACCOUNTING POLICIES AND PRINCIPLES 256
NOTES TO THE BALANCE SHEET 259
NOTES TO THE INCOME STATEMENT 265
OTHER DISCLOSURES 268
6.5 FIVE-YEAR FINANCIAL SUMMARY 269
6.6 SUBSIDIARIES AND AFFILIATES 270
TABLE OF SUPPLIER AND CUSTOMER PAYMENT TERMS AS REFERRED TO IN ARTICLE D. 441-4 OF THE FRENCH COMMERCIAL CODE 271
6. 7 STATUTORY AUDITORS ' REPORT ON THE FINANCIAL STATEMENTS 272
6.8 SPECIAL REPORT OF THE STATUTORY AUDITORS ON RELATED-PARTY AGREEMENTS 276
7. EQUITY CAPITAL and shareholders 281
7.1 INFORMATION REGARDING THE EQUITY CAPITAL 282
7.2 INFORMATION CONCERNING SHAREHOLDERS 282
7.3 THE PLASTIC OMNIUM SHARE 283
FACT SHEET 283
7.3.1 TRADING DATA 283
7.3.2 SHAREHOLDER DIVIDENDS 283
7.3.3 COMPAGNIE PLASTIC OMNIUM SE SHARE PRICE AND TRANSACTION VOLUMES 284
7.4 RELATION SHIPS WITH THE FINANCIAL COMMUNITY 285
7.4.1 INSTITUTIONAL INVESTORS 285
7.4.2 INDIVIDUAL SHAREHOLDERS 285
7.5 FINANCIAL COMMUNICATION AND SHAREHOLDERS ' CALENDAR 286
7.5.1 FINANCIAL COMMUNICATION CALENDAR 286
7.5.2 SHAREHOLDERS' CALENDAR 286
7.6 CONTACTS 286
8. SHAREHOLDERS’ Meeting 287
8.1 AGENDA 288
8.1.1 ORDINARY RESOLUTIONS 288
8.1.2 EXTRAORDINARY RESOLUTIONS 288
8.2 TEXT OF THE RESOLUTIONS SUBMITTED FOR APPROVAL BY THE COMBINED SHAREHOLDERS ' MEETING ON APRIL 23, 2020 289
8.2.1 TEXT OF T H E RESOLUTIONS SUBMITTED FOR APPROVAL BY THE ORDINARY SHAREHOLDERS' MEETING 289
8.2.2 TEXT OF THE RESOLUTIONS SUBMITTED FOR APPROVAL AT THE EXTRAORDINARY SHAREHOLDERS' MEETING 292
8.3 BOARD OF DIRECTORS' REPORT ON THE RESOLUTIONS PRESENTED TO THE COMBINED SHAREHOLDERS' MEETING ON APRIL 23, 2020 298
8.3.1 REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS PRESENTED TO THE ORDINARY SHAREHOLDERS' MEETING 298
8.3.2 REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS PRESENTED TO THE EXTRAORDINARY SHAREHOLDERS' MEETING 301
8.4 STATUTORY AUDITORS' REPORT ON THE REDUCTION IN CAPITAL 305
8.5 STATUTORY AUDITORS' REPORT ON THE ISSUE OF SHARES AND/OR VARIOUS SECURITIES WITH AND/OR WITHOUT CANCELLATION OF THE PREFERENTIAL SUBSCRIPTION RIGHTS 306
8.6 STATUTORY AUDITORS' REPORT ON THE ISSUE OF SHARES AND/OR SECURITIES RESERVED FOR MEMBERS OF A COMPANY SAVINGS SCHEME 308
8.7 COMPAGNIE PLASTIC OMNIUM SE DRAFT BYLAWS AT APRIL 23, 2020 309
9. ADDITIONAL information 315
9.1 GENERAL INFORMATION ABOUT THE COMPANY 316
GENERAL INFORMATION ABOUT THE COMPANY 316
9.2 LIST OF REGULATED INFORMATION PUBLISHED DURING THE LAST 12 MONTHS 319
9.3 PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT 320
APPOINTMENT OF THE PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT CONTAINING THE ANNUAL FI NANCIAL REPORT 320
DECLARATION BY THE PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT 320
CROSS-REFERENCE TABLES 321
UNIVERSAL REGISTRATION DOCUMENT CROSS-REFERENCE TABLE 321
ANNUAL FINANCIAL REPORT CROSS-REFERENCE TABLE 324
MANAGEMENT REPORT REPORT CROSS-REFERENCE TABLE 325
CORPORATE GOVERNANCE REPORT DOCUMENT CROSS-REFERENCE TABLE 326
GLOSSARY 327
FINANCIAL GLOSSARY 327
TECHNICAL AND SUSTAINABLE DEVELOPMENT GLOSSARY 329
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