Universal Registration Document 2019
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UNIVERSAL REGISTRATION DOCUMENT 2019 Financial 168 Contents statements 5.1. Consolidated financial statements 170 5.2. Corporate financial statements 246 PROFILE 1 MESSAGE FROM THE CHAIRMAN Information about the share capital 268 OF THE BOARD OF DIRECTORS 2 and ownership structure INTERVIEW WITH CHRISTOPHER GUÉRIN, 6.1. Nexans share data 270 CHIEF EXECUTIVE OFFICER 4 6.2. Share capital 272 6.3. Employee share ownership 275 6.4. Shareholders’ Meetings 276 Presentation of the Group 6 6.5. Summary of authorizations to increase the and its activities Company’s share capital and their use during 2019 277 6.6. Share buybacks 278 1.1. Mission, businesses and markets 8 6.7. Information with a potential impact in the event of a public offer 280 1.2. Strategy - 2019-2020 sequence 11 6.8. Shareholder information 281 1.3. Key figures 16 1.4. Operations during 2019 19 1.5. Progress made and difficulties encountered in 2019 26 Additional 282 1.6. Trends and outlook 27 information 1.7. Uncertainties 30 7.1. Information about the Group and the Company 284 1.8. Innovation and Technology (R&D) 31 7.2. List of related-party agreements and commitments 290 1.9. Significant events since the approval 7.3. Statutory auditors 294 of the 2019 management report 33 7.4. Statement by the person responsible for the Universal Registration Document containing an annual financial report 295 Corporate 34 governance Concordance 296 2.1. Governance structure 36 Table 2.2. Management bodies 37 2.3. Administrative body 40 8.1. Concordance table of the Universal Registration Document 298 2.4. Transactions in the Company’s securities 8.2. Concordance table of the annual financial report 301 by corporate officers and senior managers 65 8.3. Concordance table of the Management Report 302 2.5. Compensation and benefits 66 8.4. Concordance table of the Report on Corporate Governance 303 8.5. Concordance tables Main risk factors and 86 for Non-Financial Performance Statement risk management within the Group and Corporate Social Responsibility 304 3.1. Risk factors 88 3.2. Internal control and risk management 103 This version cancels and replaces the version of the Universal Registration Document filed on March 27, 2020 with the AMF, in its capacity as competent authority under EU Regulation 2017/1129, without prior approval, in accordance with Article 9 of said Regulation. The change between these two versions consists in the clarification on page 69 of the target rate of the Chief Executive Officer’s 2020 annual variable compensation, which represents Non-financial 110 100% of his annual fixed compensation. The rest of the 2019 Universal Registration Document remains unchanged. performance statement - corporate social responsibility This Universal Registration Document contains Nexans’ annual financial report for fiscal year 2019. 4.1. People 117 4.2. Planet 130 4.3. Products 139 4.4. Partners 142 The Universal Registration Document was filed on March 27, 2020 with the AMF, in its capacity as 4.5. Environmental and social indicators - competent authority under EU Regulation 2017/1129, without prior approval, in accordance with Article 9 CSR concordance tables 155 of said Regulation. 4.6. Data compilation methodology for CSR indicators 159 The Universal Registration Document may be used for the purpose of a public offer of financial securities or 4.7. Report by the independent third party the admission of financial securities to trading on a regulated market only if supplemented by a transaction note and, if applicable, a summary and all amendments to the Universal Registration Document. The group on the consolidated non financial statement of documents then formed is approved by the AMF in accordance with Regulation (UE) 2017/1129. included in the Group management report 162 NEXANS 2019 UNIVERSAL REGISTRATION DOCUMENT PROFILE Nexans’ cabling systems, solutions and services are shaping the future. Cables may well be invisible but they are the heartbeat of our daily lives. Millions of homes, cities and businesses are powered by Nexans’ high-performing, sustainable Manufacturing sites in cabling solutions, and billions of terabytes of data per second are carried on our data networks. Nexans is a key driver for the world’s transition to a more connected and sustainable energy future. For over a century, Nexans works behind the scenes to develop resilient products and state-of-the-art services designed to help our customers 34 meet today’s constantly growing energy and data needs. countries We are working in partnership with our customers, in the fields of energy infrastructure, energy resources, transportation, buildings, telecom and data, to create a safer, smarter, and more efficient future. At the leading edge of the cable industry, Nexans brings Worldwide energy to life. sales presence Nexans is listed on Euronext Paris. IN FIGURES Among the 6.7 26,000 Top 20 billion euros employees companies involved in R&D in sales(1) investment and technological innovation in Europe(2) (1) At current metal prices. (2) Sources: https://iri.jrc.ec.europa.eu/scoreboard/2019-eu-industrial-rd-investment-scoreboard As a member of the United Nations Global Compact, Nexans is committed to supporting and implementing ten universally-accepted principles in the areas of human rights, labor, the environment and anti-corruption. 2019 UNIVERSAL REGISTRATION DOCUMENT NEXANS 1 MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS 2019 was marked by the successful launch of the New Nexans plan whose results exceeded expectations. In 2019, there was a major change in the governance structure contributing to building an engaged and cohesive Board. of Nexans, where the functions of Chairman of the Board and There are two directors representing employees and employee Chief Executive Officer had been separated since 2014. On shareholders on the Board, both of whom are women. One of 15 May 2019, upon the recommendation of the Appointments, them, Angéline Afanoukoé, has just been appointed as member Compensation and Corporate Governance Committee, I was of the Compensation Committee. There are seven independent appointed Chairman of the Board of Directors, succeeding directors, including a Lead Independent Director, Anne Lebel, Georges Chodron de Courcel, who had reached the age limit. appointed in 2019. She is the point of contact for independent directors and may conduct meetings of independent directors, The Board of Directors of Nexans is made up of thirteen propose that new items be placed on the agenda or ask the members, including seven women with the arrival of Jane Chairman to convene a meeting of the Board. Basson and Sylvie Jehanno. With their extensive managerial and industrial experience, I am convinced that these new 2019 was marked by the ramp up of the New Nexans plan, members will make a strong contribution to our Group’s deployed by a streamlined Executive Committee chaired with continued recovery. If you approve these resolutions, they will rigor and passion by Christopher Guérin, Nexans’ Chief replace Colette Lewiner, whose vast experience and outstanding Executive Officer. The Committee comprises eleven people and networks have benefited the Group for many years and Fanny has been largely renewed since the end of 2018. Letier, who has accompanied us through some difficult times, 2 NEXANS 2019 UNIVERSAL REGISTRATION DOCUMENT This three-year plan was launched in January 2019 and focuses the continued acceleration of the energy transition that we on creating value in three strategic areas: cost reduction, are helping to bring about, allow us to look to the future with transformation through the SHIFT program, which draws on best confidence. It will not have escaped your attention that our investment practices, and selective growth in segments with the CSR performance improved again during the year. The ratings best financial ratios. issued by major international non-financial rating agencies are increasingly taken into account by certain clients in assessing Risk management – including business, legal, financial and our offer compared with that of our competitors. This gives us a execution risk – is a key component of the plan and the Board competitive edge that has allowed us to stand out and resulted in of Directors made special efforts to support management in some remarkable wins during the year. this area in 2019. Investment procedures have been reviewed and more stringent profitability criteria have been introduced. The Covid-19 epidemic is affecting thousands of people and Nexans’ tendering processes have also been reorganized and impacting the global economy on an unprecedented scale. In our modeling tool enables us to be highly selective. This has these highly turbulent times, in agreement with the Board, the opened up considerable possibilities for the Company to pursue Executive Committee put in place a tool early February which its development. is used to support our staff and track the commercial, industrial and financial aspects of our business. Everything is being done Nexans’ longstanding shareholders support this plan and it has to protect our teams, to continue our business and production also attracted new French and foreign investors. I would like activities in line with the Authorities’ instructions, and to meet our to take this opportunity to thank all our shareholders for their commitments to our clients. continued trust and acknowledge the commitment of all the Group’s teams. The progress achieved in 2019, with better-than-expected operating and financial results, fresh progress forecasts, a Jean Mouton, record backlog in the high-voltage business and, more broadly, Chairman of the Board of Directors 2019 UNIVERSAL REGISTRATION DOCUMENT NEXANS 3 INTERVIEW WITH CHRISTOPHER GUÉRIN, CHIEF EXECUTIVE OFFICER The results of our transformation program highlights how a focus on adding value is preferable to simply driving up volumes. How would you sum up 2019? submarine high voltage and the ongoing turnaround in the land high-voltage business(2).