2014 Registration Document Annual Financial Report Contents
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2014 REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT CONTENTS 1 4 Presentation of the Company Financial Information 129 and its activities 5 4.1 Analysis on Capgemini 2014 Group consolidated 1.1 Milestones in the Group’s history and its values 6 results AFR 130 1.2 The Group’s activities 8 4.2 Consolidated accounts AFR 136 1.3 Main Group subsidiaries and simplified 4.3 Comments on the Cap Gemini S.A. Financial organization chart 13 Statements AFR 195 1.4 The market and the competitive environment 15 4.4 Cap Gemini S.A. financial statements AFR 197 1.5 2014, a year of strong growth 17 4.5 Other financial and accounting information AFR 221 1.6 The Group’s investment policy, financing policy and market risks AFR 25 1.7 Risk analysis AFR 26 5 CAP GEMINI and its shareholders 223 2 5.1 Cap Gemini S.A. Share Capital AFR 224 5.2 Cap Gemini S.A. and the stock market 229 Corporate governance 5.3 Current ownership structure 233 and Internal control 33 5.4 Share buyback program AFR 235 2.1 Organization and activities of the Board of Directors AFR 35 6 2.2 General organization of the Group AFR 54 2.3 Compensation of executive corporate officers AFR 58 2.4 Internal control and risk management Report of the Board of Directors procedures AFR 70 and draft resolutions 2.5 Statutory Auditors’ report prepared in accordance with Article L.225-235 of the French Commercial of the Combined Shareholders’ Code on the report prepared by the Chairman Meeting of May 6, 2015 237 of the Board of Directors AFR 79 6.1 Resolutions presented at the Ordinary Shareholders’ Meeting 238 6.2 Resolutions presented at the Extraordinary 3 Shareholders’ Meeting 246 6.3 Statutory Auditors’ reports 254 Cap Gemini, its values, Employees and Corporate Responsability and 7 Sustainability (CR&S) 81 3.1 Our approach to CR&S 82 3.2 Human resources, a key Group asset 87 Additional Information 257 3.3 Environmental responsibility 108 7.1 Legal information 258 3.4 Engaging with stakeholders 116 7.2 Group Management structure 262 3.5 Independent external analysis 123 7.3 Persons responsible for the information 263 3.6 Grenelle correlation table 125 8 Cross-reference table 267 8.1 Information required under Commission Regulation (EC) no.809/2004 268 8.2 Annual Financial Report cross reference table 269 8.3 Cross-reference table for the Management Report required under Articles L. 225-100 and seq. of the French Commercial Code 270 The information from the Annual Financial Report is clearly identified in the table of contents by the AFR symbol AFR 2014 Registration D ocument ANNUAL FINANCIAL REPORT The French version of this Registration Document (Document de Reference) was filed with the Autorité des Marchés Financiers (AMF) on April 1, 2015, pursuant to Article 212-13 of the AMF’s General Regulations. It may be used in connection with a financial transaction if it is accompanied by an Information Memorandum approved by the AMF. This document was prepared by the issuer and engages the responsibility of its signatories. In accordance with Article 28 of European Regulation no. 809/2004 of April 29, 2004, the following information is incorporated by reference in this registration document: 1. Relating to the year ended December 31, 2013: X the management report, consolidated financial statements and the Statutory Auditors’ report on the consolidated financial statements, set out in the registration document filed on April 3, 2014 under no. D.14-0283 (pages 276 to 277 and 118 to 185, respectively); X the parent company financial statements of Cap Gemini S.A. and the Statutory Auditors’ report on the parent company financial statements set out in the registration document filed on April 3, 2014 under no. D.14-0283 (pages 186 to 209 and 210 to 211, respectively); X the Statutory Auditors’ special report on regulated agreements and commitments, set out in the registration document filed on April 3, 2014 under no. D.14-0283 (page 212). 2. Relating to the year ended December 31, 2012: X the management report, consolidated financial statements and the Statutory Auditors’ report on the consolidated financial statements, set out in the registration document filed on April 22, 2013 under no. D.13-0402 (pages 232 to 233 and 106 to 173, respectively); X the parent company financial statements of Cap Gemini S.A. and the Statutory Auditors’ report on the parent company financial statements set out in the registration document filed on April 22, 2013 under no. D.13-0402 (pages 174 to 194 and 195 and 196, respectively); X the Statutory Auditors’ special report on regulated agreements and commitments, set out in the registration document filed on April 22, 2013 under no. D.13-0402 (page 197). Copies of the registration document are available from Cap Gemini S.A., 11 rue de Tilsitt, 75017 Paris, on its corporate website at http:// investor.capgemini.com, and on the website of the AMF at www.amf-france.org. CAPGEMINI 2014 REGISTRATION DOCUMENT 1 BOARD OF DIRECTORS Serge KAMPF, Honorary Chairman and Vice-Chairman Paul HERMELIN, Chairman and Chief Executive Officer Daniel BERNARD, L ead Independent Director Anne BOUVEROT Yann DELABRIÈRE Laurence DORS Phil LASKAWY Xavier MUSCA Pierre PRINGUET Bruno ROGER Lucia SINAPI-THOMAS Caroline WATTEEUW-CARLISLE Kevin MASTERS, Representative of the International Works Council – Non-voting guest. STATUTORY AUDITORS PricewaterhouseCoopers Audit Represented by Françoise GARNIER KPMG S.A. Represented by Frédéric QUELIN CAPGEMINI 2 2014 REGISTRATION DOCUMENT Financial highlights Financial highlights CONSOLIDATED FINANCIAL STATEMENTS in millions of euros 2010 (1) 2011 2012 2013 2014 Revenues 8,697 9,693 10,264 10,092 10,573 Operating expenses (8,089) (8,950) (9,435) (9,235) (9,603) Operating margin 608 743 829 857 970 % of revenues 7.0% 7.7% 8.1% 8.5% 9.2% Operating profit 489 600 606 720 853 % of revenues 5.6% 6.2% 5.9% 7.1% 8.1% Profit for the year attributable to owners of the Company 280 394 353 442 580 % of revenues 3.2% 4.1% 3.4% 4.4% 5.5% Earnings Per Share Number of shares at December 31 155,770,362 155,770,362 161,770,362 160,317,818 163,592,949 Earnings per share at December 31 (in euros) 1.80 2.53 2.18 2.76 3.55 Dividend per share for the year (in euros) 1.00 1.00 1.00 1.10 1,20 (2) GOODWILL AT DECEMBER 31 3,201 3,768 3,702 3,601 3,784 EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY AT DECEMBER 31 4,314 4,239 4,482 4,458 5,057 NET CASH AND CASH EQUIVALENTS AT DECEMBER 31 1,063 454 872 678 1,218 ORGANIC FREE CASH FLOW AT DECEMBER 31 359 164 496 455(3) 668 Average number of employees 97,571 114,354 121,829 128,126 137,747 Number of employees at December 31 108,698 119,707 125,110 131,430 143,643 (1) 2010 figures were not adjusted for the application of IAS 19, revised, (2) Subject to approval by the Combined Shareholders’ Meeting of May 6, 2015, (3) Before the €235 million exceptional contribution to a UK pension fund. CAPGEMINI 2014 REGISTRATION DOCUMENT 3 CAPGEMINI 4 2014 REGISTRATION DOCUMENT 1 Presentation of the Company and its activities 1.1 1.5 Milestones in the Group’s 2014, a year of strong growth 17 history and its values 6 Asserting ourselves as our Seven values at the heart of the Group 7 customers’ partner of choice 17 Major contracts signed by Capgemini in 2014 18 1.2 Offering useful innovation to clients 19 Competitiveness as a performance factor 21 Talents: transforming to better The Group’s activities 8 serve clients 21 Capgemini recognized as a leader Four major businesses in its industry 22 and a range of skills 8 Capgemini publications: a 360° Solutions for 6 main sectors view of customer issues 24 of activity 8 An ecosystem of technology specialists 9 1.6 143,650 men and women serving Capgemini clients 9 Corporate Responsibility and Sustainability: Capgemini accelerates 10 The Group’s investment A functional organization adapted policy, fi nancing policy to the clients’ needs 10 and market risks 25 Revenue for 2014 (by business, sector and region) 12 Investment policy 25 Financing policy and financial rating 25 Market risks 25 1.3 1.7 Main Group subsidiaries and simplifi ed organization chart 13 Risk analysis 26 1.4 Identification of risks 26 Risks relating to operations and the strategy 26 Operational risks 27 The market and Legal risks 28 the competitive environment 15 Financial risks 29 Competition 15 Insurance 30 Market trends 16 CAPGEMINI 2014 REGISTRATION DOCUMENT 5 1 Presentation of the Company and its activities 1.1 Milestones in the Group’s history and its values 1.1 Milestones in the Group’s history and its values Key dates: 1967 Creation of SoGETI by Serge Kampf, on October 1, in Grenoble (France). 1970 SoGETI and OBM (Organization Bossard Michel) agree to combine IT and consulting services. 1971 Creation of Eurinfor, “facilities management” company, by SoGETI with the Cofradel group and Lyonnaise de Banque. 1973 7th “SoGETI Rencontres” in Djerba (Tunisia), the last “Rencontres” gathering to which all Group employees (440) are invited. 1974 SoGETI takes control of C.A.P. (the leading French IT services company at the time) and of Gemini Computer Systems (US). 1975 January 1 marks the official birth of the CAP GEMINI SoGETI group, which, with a headcount of 1, 700, becomes Europe’s top IT services company.