Shareholders' Meeting of April 17, 2019 Worldreginfo
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Shareholders’ Meeting of April 17, 2019 WorldReginfo - 4771edcd-28f7-4d9a-baa7-978ee3da71d8 RACO018_DDR_GB.indb 1 15/04/2019 17:30 Contents Management report 5 1. The year 2018 6 2. Business activities 7 3. Innovation, Development, Research 14 4. Non-financial performance statement 2018 17 5. Risks and uncertainties 58 6. Internal control of accounting and financial information 68 7. Duty of vigilance 71 8. Acquisitions and disposals of subsidiaries 71 9. Branches 72 10. Intercompany loans 72 11. Strategy 72 12. Strengths 72 13. Significant ventse since the close of the fiscal year 73 14. Outlook 73 15. Simplified tructures 74 16. Earnings and appropriation of earnings 75 17. Information on payment periods 75 18. Injunctions or fines as a esultr of anti-competitive practices 76 19. Share capital 77 Results of the Company for the last five fiscal years 81 Consolidated financial statements 83 Statutory Auditors’ report on the consolidated financial statements 125 Colas financial statements 131 Statutory Auditors’ report on the parent company financial statements 145 Special Statutory Auditors’ report on regulated agreements and commitments 150 Special Statutory Auditors’ report on capital transactions 155 Independent Verifier’s Report on a selection of non-financial information 157 This document is a free translation into English of the original French “Rapport annuel” hereafter referred to as the “Annual Report”. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version. 2 COLAS 2018 / WorldReginfo - 4771edcd-28f7-4d9a-baa7-978ee3da71d8 RACO018_DDR_GB.indb 2 15/04/2019 17:30 Special report relating to stock options granted to all or some salaried employees of the Company (Article L. 225-184 of the French Commercial Code) 161 1. Stock options granted by the Company (Article L. 225-177 of the French Commercial Code) 162 2. Stock options granted by affiliated companies (Article L. 225-180 of the French Commercial Code) 162 Special report on bonus awards of existing or new shares to all or some salaried employees of the Company (Article L. 225-197-4 of the French Commercial Code) 165 1. Bonus shares awarded by the Company (Article L. 225-197-1 of the French Commercial Code) 166 2. Bonus shares awarded by affiliated companies (Article L. 225-197-2 of the French Commercial Code) 166 Report on corporate governance (Article L. 225-37 of the French Commercial Code) 167 1. List of all offices or positions held in all companies by each company officer during the fiscal year 168 2. Agreements entered into, directly or through an intermediary, between one of the company officers or one of the shareholders holding more than 10% of the voting rights of a company, and another company in which the former directly or indirectly holds more than half of its share capital (apart from agreements concerning ordinary transac- tions and signed subject to normal conditions) 171 3. Summary table of delegations of powers concerning capital increases 172 4. Methods of exercising general management in accordance with Article L. 225-51-1 of the French Commercial Code 173 5. Composition, conditions for preparation and organization of the work of the Board of Directors 173 6. Diversity policy 176 7. Any limitations placed by the Board of Directors on the powers of the Chief Executive Officer 177 8. Corporate governance code 177 9. Terms and conditions for shareholders’ participation in Shareholders’ Meetings 177 10. Executive compensation 178 11. Chairman and Chief Executive Officer: Separation of corporate office and employment – Supplementary pension plan – Severance package – Non-competition payment 181 12. Director’s fees paid to Directors 182 13. Performance shares 182 14. Information that may have an impact in the event of a public offer 182 Resolutions 185 1. Agenda 186 2. Report on the resolutions to be submitted to the Shareholders’ Meeting 187 3. Text of resolutions 191 Certification of the Annual Financial Report 201 / COLAS 2018 3 WorldReginfo - 4771edcd-28f7-4d9a-baa7-978ee3da71d8 RACO018_DDR_GB.indb 3 15/04/2019 17:30 BOARD OF DIRECTORS AS OF APRIL 17, 2019 (1) DIRECTORS Hervé Le Bouc Chairman and Chief Executive Officer Olivier Bouygues Director Martine Gavelle (2) Director Colette Lewiner (2) AUDITORS Director KPMG Audit IS SAS Philippe Marien Statutory Auditor Permanent Representative Mazars of Bouygues Statutory Auditor Catherine Ronge (2) KPMG Audit ID SAS Director Substitute Olivier Roussat Thierry Colin Director Substitute NON-VOTING DIRECTOR Arnauld Van Eeckhout (1) Subject to the approval by the Shareholders’ Meeting of April 17, 2019. (2) Independent Director. 4 COLAS 2018 / WorldReginfo - 4771edcd-28f7-4d9a-baa7-978ee3da71d8 RACO018_DDR_GB.indb 4 15/04/2019 17:30 MANAGEMENT REPORT P.P6 Management report P.P81 Results of the Company for the last five fiscal year MANAGEMENT REPORT / COLAS 2018 5 WorldReginfo - 4771edcd-28f7-4d9a-baa7-978ee3da71d8 RACO018_DDR_GB.indb 5 15/04/2019 17:30 Management report scope and exchange rates). The situation is contrasted 1. THE YEAR 2018 between Oceania, where growth reached 14% (+20% at constant scope and exchange rates), Overseas France and The key figures for fiscal year 2018 are as follows: the Indian Ocean, up 12% (+14% at constant scope and exchange rate), and Africa, where revenue fell by 15% (-13% In millions of euros Change at constant scope and exchange rates). 2017 2018 2018/2017 Revenues from Railways and other Specialized Activities Consolidated key figures 11,705 13,190 +13% amounted to 2 billion euros in 2018, down 2% compared to of which France 6,104 6,460 +6% 2017 (-5% at constant scope and exchange rates). Railways of which International 5,601 6,730 +20% recorded a slump (-3% and -9% at constant scope and Current operating income 362 359 -€3M exchange rates) due to a decline in revenue in France, especially in the wake of strikes at SNCF that negatively Current operating profit margin 3.1% 2.7% -0.4 pt impacted railway works and freight, while Railway activity Operating income 357 (1) 328 (2) -€29M enjoyed growth internationally. Networks recorded a decrease Consolidated net profit in business (-14%); Waterproofing was stable and the Safety attributable to the Group 328 226 -€102M and Signaling segment made headway (+5%). Net cash flow 675 665 -€10M Current operating income amounted to 359 million euros Free cash flow (3) 320 377 +€57M in 2018, compared with 362 million euros in 2017, a slight Net financial surplus/(debt) 433 (517) -€950M decrease of 3 million euros. Current operating margin stands at 2.7% in 2018 compared to 3.1% in 2017: (1) Of which non-current expenses of €5M relating to preliminary — the Roads business generated current operating income work on the decommissioning of the Dunkirk site. (2) Of which non-current expenses of €31M relating mainly to the of 387 million euros, up 46 million euros from 2017 dismantling of the Dunkirk site and the exceptional purchasing (341 million euros) and a current operating margin of 3.5%, power bonus in France. (3) Free cash flow: cash flow (determined after cost of net debt and stable compared to 2017. The improvement in current net income tax expense, but before changes in working capital operating income in Mainland France and the contribution requirements) minus net capital expenditure for the period. of Miller McAsphalt were mitigated by a lower performance of North America in its historical scope, in particular due to In 2018, Colas posted revenue of 13.2 billion euros, up 13% inclement weather on the east coast of the United States compared to last year (+5% at constant scope and exchange and strained markets in some states and provinces; rates), an increase that reflects growing business, driven — current operating income from Railways and other by the acquisition of Miller McAsphalt in Canada and good Specialized Activities amounted to (37) million euros, headway in the road segment in Mainland France and Europe. compared to 12 million euros in 2017, a decrease of Revenue was up 6% in France and 20% internationally (+5% 49 million euros. This decrease is primarily due to Colas at constant scope and exchange rates). Rail’s difficulties in France, while the international units With 6,730 million euros, or 51% of the total, the international have improved current profitability. Smac (Waterproofing) units exceeded France (6,460 million euros, i.e. 49% of the and Spac (Networks) also lagged behind 2017. total) for the first time ever. In 2018, non-recurring operating expenses amounted to Revenue for the Roads segment amounted to 11.2 billion 31 million euros, mainly related to the dismantling of the euros in 2018, up 16% compared to 2017 (+7% at constant Dunkirk site and the exceptional purchase power bonus in scope and exchange rates): France, compared to 5 million euros in 2017 related to the — revenue in mainland France rose by 10%, in line with market work prior to the dismantling of the Dunkirk site. growth. Growth is strong in the Ile-de-France, Hauts-de- As a result, operating income in 2018 amounted to 328 million France, Grand Est and Auvergne-Rhône-Alpes regions; euros, compared with 357 million in 2017, a decrease of — revenue in North America was up 32% following the 29 million euros. integration of Miller McAsphalt in Canada effective March 1, 2018; revenue was down 1% at constant scope As a result, operating income in 2018 amounted to 328 million and exchange rates, mainly due to inclement weather and euros, compared to 357 million in 2017, a decrease of strained markets in some states and provinces; 29 million euros. — revenue in Europe (excluding France) increased by 15% The cost of financial debt increased by 17 million euros to (+14% at constant scope and exchange rates).