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REGISTRATION DOCUMENT 2013 ANNUAL FINANCIAL REPORT / APRIL R APRIL / REPORT FINANCIAL ANNUAL ANNUAL FINANCIAL REPORT
2013 REGISTRATION DOCUMENT
Pursuant to Article 212-13 of the general regulations of the French securities regulator (Autorité des Marchés Financiers, AMF), the present annual financial report was filed (in French) with the AMF as a registration document on March 31st, 2014. It may be used in market transactions provided that it is accompanied by a copy of a prospectus that has been duly approved by the AMF. This document has been drawn up by the issuer and is the responsibility of its signatory.
Financial information manager:
Marc Le Doze Chief Financial Officer APRIL, Tel. +33 (0)4 72 36 18 85 CONTENTS
PART 1 PART 4 MAIN DOCUMENT STATUTORY FINANCIAL STATEMENTS
06 Responsibility for this financial report and audits 168 APRIL statutory financial statements and notes at 08 General information on the company and its share capital December 31st, 2013 16 Information on the company’s activities 200 Statutory Auditors’ general report on the annual financial statements 33 Net worth – Financial position – Earnings 201 Special Statutory Auditors’ report on regulated agreements 38 Corporate Governance and commitments 46 Recent developments and outlook 203 General Shareholders’ Meeting Resolutions
PART 2 PART 5 MANAGEMENT REPORT APPENDIX
48 Management report 216 Description of the share buyback program 80 Five-year financial summary 217 Index of headings 81 Chairman of the Board of Directors’ report 95 Statutory Auditors’ report on the report of the Chairman of the Board of Directors
PART 3 CONSOLIDATED FINANCIAL STATEMENTS
102 APRIL consolidated financial statements and notes at December 31st, 2013 164 Statutory Auditors’ report on the consolidated financial statements
Pursuant to Article 28 of European regulation 809/2004, the following ended December 31st, 2012, as presented in the financial report filed with the information is included for reference in the present financial report: AMF on March 18th, 2013 under number D.13-0173.
The management report, the consolidated financial statements and the The information included in these two financial reports other than the Statutory Auditors’ report on the consolidated financial statements for the year abovementioned information has, as relevant, been replaced and/or updated ended December 31st, 2011, as presented in the financial report filed with the by the information included in the present financial report. AMF on March 20th, 2012 under number D.11-0178 The management report, the consolidated financial statements and the These documents may be downloaded from the AMF internet site at Statutory Auditors’ report on the consolidated financial statements for the year www.amf-france.org
4 ANNUAL FINANCIAL REPORT PART 1 MAIN DOCUMENT
RAPPORT FINANCIER ANNUEL 5 PARTMAIN DOCUMENT 1.1
RESPONSIBILITY FOR THIS FINANCIAL REPORT AND AUDITS
1.1.1 — Responsibility for the The consolidated and statutory financial statements at financial report December 31st 2013 presented in this financial report have been covered by reports drawn up by the Statutory Mr Bruno Rousset, Chairman and Chief Executive Auditors, as presented on pages 164 and 200. Officer of APRIL. The consolidated financial statements at December 31st 2011 and December 31st 2012 presented respectively 1.1.2 — Statement of responsibility for in the 2011 and 2012 financial reports have been covered by reports drawn up by the Statutory Auditors, the financial report as presented on pages 164-165 of the said documents, which contain an observation. I certify that, having taken all reasonable measures to this effect, the information contained in the present financial The Chairman and Chief Executive Officer, report is, to the best of my knowledge, fair and accurate Bruno Rousset. in all material respects and free from any omissions that could alter its substance. Lyon, March 31st, 2014 To the best of my knowledge, the financial statements have been drawn up in accordance with the accounting standards applicable and faithfully reflect the assets, liabilities, financial position and earnings of the company and all of the consolidated companies and the management report, as presented page 53 of this present document, faithfully reflects the evolution of the business, earnings and the financial position for the company and all consolidated companies, as well as a description of the main risks and uncertainties faced.
I have received a completion letter from the Statutory Auditors in which they indicate that they have verified the information relating to the financial position and financial statements given in the present financial report and that they have reviewed the entire document.
6 ANNUAL FINANCIAL REPORT 1.1.3 — Responsibility for audits of 1.1.4 — Disclosure policy the financial statements People responsible for financial information: Incumbent Statutory Auditors: Marc Le Doze Cabinet Mazars – Le Premium Chief Financial Officer, APRIL – Tel. +33 (0)4 72 36 18 85 131 boulevard de Stalingrad – 69624 Villeurbanne Cedex – France Represented by Emmanuel Charnavel Appointed at the Combined General Meeting on 1.1.5 — Documents available to the April 24th, 2008. public First appointed at the Ordinary General Meeting on April 16th, 1996. For the term of the present financial report, the bylaws, Term-of-office ending at the Ordinary General Meeting Statutory Auditors’ reports and financial statements for convened to approve the financial statements for the the last three years, as well as all other reports, letters year ending December 31st, 2013. and other documents and historical financial information Part of Compagnie Régionale des Commissaires aux on the company and its subsidiaries over the last three comptes, Lyon. financial years, valuations and reports drawn up by an auditor, when required under French law, and any other Cabinet Deloitte & Associés legally required documents may be consulted at the 81 boulevard de Stalingrad – 69100 Villeurbanne – France company’s corporate office. Represented by Dominique Valette Appointed at the Combined General Meeting on In general, in accordance with Article 221-3 of the April 24th, 2008. AMF’s general regulations, the regulated information as First appointed at the Ordinary General Meeting on defined by Article 221-1 of the AMF’s general regulations April 27th, 2006. is available on the company website: www.april.com Term-of-office ending at the Ordinary General Meeting (finance section). convened to approve the financial statements for the year ending December 31st, 2013. Part of Compagnie Régionale des Commissaires aux Comptes, Versailles.
Deputy Statutory Auditors: Michel Barbet-Massin – 61, rue Henri Regnault 92931 Paris La Défense Cedex – France Appointed at the Combined General Meeting on April 24th, 2008. Term-of-office ending at the Ordinary General Meeting convened to approve the financial statements for the year ending December 31st, 2013. Part of Compagnie Régionale des Commissaires aux Comptes, Versailles.
Le cabinet Beas - 7/9 Villa Houssay 92200 Neuilly-sur-Seine – France Appointed at the Combined General Meeting on April 24th, 2008. Term-of-office ending at the Ordinary General Meeting convened to approve the financial statements for the year ending December 31st, 2013. Part of Compagnie Régionale des Commissaires aux Comptes, Versailles.
ANNUAL FINANCIAL REPORT 7 PARTMAIN DOCUMENT 1.2
GENERAL INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL
1.2.1 — General information on the – Any and all audits of insurance or risks, support for company networks of professional insurance correspondents; policy management; 1.2.1.1 — Corporate name and head office – Assistance, advice, training and communication; Corporate name: APRIL. Head office: – Directly or indirectly, on its own behalf or on behalf of 114 boulevard Marius Vivier Merle – 69003 LYON FRANCE third parties, either alone or with third parties, through Tel. +33 (0)4 72 36 73 73. the creation of new companies, asset contributions, partnerships, subscriptions, purchases of shares or 1.2.1.2 — Legal form rights, mergers, alliances, joint ownerships or taking or placing under lease or management any property or French limited company (société anonyme) with a Board rights, or otherwise; of Directors governed by Articles L.225-17 to L.225-56 of the French commercial code, in accordance with the – And generally, any and all financial, commercial, legal structure adopted at the Extraordinary General industrial, civil, real or transferable property operations Meeting on August 28th, 2007. directly or indirectly related to one of these specified purposes or to any corporate asset. 1.2.1.3 — Applicable legislation 1.2.1.6 — Trade and company register APRIL is a company operating under French law, subject to the provisions of Book II (Livre II) of the French The company is registered in the Lyon trade and Commercial Code governing commercial companies. company register under number 377 994 553. Its APE code is 7010Z. 1.2.1.4 — Date of registration and duration of the company 1.2.1.7 — Fiscal year
The company was registered on August 26th, 1994 for a The fiscal year lasts 12 months and runs from January 1st period of 99 years, ending August 25th, 2093, except in to December 31st. the event of early dissolution or extension. 1.2.1.8 — Form of shares 1.2.1.5 — Corporate Purpose Fully paid-up shares may be held as registered or bearer According to Article 3 of the company bylaws, in France shares, as requested by the shareholder. They give rise and abroad, the company’s purpose is the following: to account registration under the terms, conditions and procedures provided for under French law. – Acquisition of interests and holdings by any and all means, contributions of assets, subscriptions, purchases 1.2.1.9 — General Meetings of equities, bonds and any and all corporate rights in companies, businesses, or commercial undertakings; Under Article 19 of the bylaws, General Meetings are convened as provided for under French law. – Studies of transferable, real, industrial or commercial property; In accordance with the provisions of Article R. 225-85 of the French commercial code, transposed in Article 21 – Creation of groups, entities, associations, companies; of the bylaws, the right to take part in General Meetings is subject to securities being registered in the name – Brokerage and presentation of insurance operations of the shareholder or their intermediary by 0h00 a.m. in any form; (Paris time) on the third working day before the meeting, either in the registered securities accounts held by the
8 ANNUAL FINANCIAL REPORT company, or in the bearer securities accounts held by an the name, nationality and address of holders of bearer authorized intermediary, as justified in accordance with shares in the company entitling them immediately or at the regulations in force. a later time to a vote in General Meetings, as well as the quantity of shares held by each one, and if necessary, 1.2.1.10 — Rights associated with share – Dual any restrictions to which the said shares may be subject. voting rights 1.2.1.13 — Distribution of profits (Article 29 of the Pursuant to Article 12 and 23 of the company bylaws: company bylaws) and payment of dividends (Art. 30)
All shares shall be indistinguishable in terms of their The amount needed to create the legal reserve under category and rights both in respect of the distribution the terms and conditions provided for by the law is of profits and any dividends paid on liquidation. The vo- withdrawn from fiscal year profits less any prior year ting rights associated with shares are proportional to losses as relevant. the share capital represented by the shares. At General Meetings, each share carries the right to a single vote. Distributable profit comprises profit for the fiscal year less former years’ losses and any amounts placed in Pursuant to a resolution adopted at the Extraordinary reserves pursuant to law and company bylaws, plus General Meeting on December 11th, 2003, a voting right retained earnings. that is twice that conferred on other fully paid-up shares in respect of the share capital they represent is granted The General Meeting votes on the allocation of to all shares that have been registered for at least four distributable profits. It decides on the portions that will years in the name of the same shareholder. In addition, respectively be allocated to reserves, shareholders in in the event of a capital increase through the incorpora- the form of a dividend, and retained earnings. tion of reserves, profits or issue premiums, dual voting rights shall be granted upon issue for registered shares For all or a portion of the dividend paid or advances freely allocated to a shareholder by way of new shares on dividends, the General Meeting has the option of for which they are entitled to this right. Except in cases granting each shareholder the choice between payment provided for under French law, any share converted of the dividend or advances on the dividend in shares or over to the bearer system or transferred over to another cash under the terms and conditions provided for under owner loses its double voting right. French law.
1.2.1.11 — Statutory thresholds Article L.27 of the French state domain code (Code du Domaine de l’État) specifies that dividends relating to Pursuant to Article 10 of the company bylaws: shares are in principle subject to limitation by a lapse of time further to a five-year period. Dividends that have Any shareholder acting alone or in concert that directly reached the end of the five-year limitation period must or indirectly acquires at least 2.5% of the share capital be paid back to the State. or voting rights, or any multiple thereof, must duly inform the Company of its interest within five working days 1.2.1.14 — Company management and supervisory by registered mail (with delivery receipt) sent to the bodies Company’s corporate office. Executive management Shareholders must duly inform the Company under the (Article 15 of the company bylaws): same conditions each time that their interests increase Executive management is performed, under his or decrease by any multiple of 2.5%. responsibility, either by the Chairman of the Board of Directors or by another individual selected from among If shareholders fail to make such declarations in the Board members or externally, serving as the Chief accordance with the aforementioned conditions, the Executive Officer. shares in excess of the fraction that should have been disclosed will not be entitled to voting rights at General The Board of Directors chooses between these two Meetings under the conditions required by law, where possibilities. It may modify its choice at any time. In each the non declaration has been acknowledged and where case, it notifies the shareholders and third parties in one or more shareholders with at least 5% of the share accordance with the regulations in force. capital or voting rights make a request to this effect. If the Chairman performs the functions of the Chief In addition to the above obligation, shareholders must Executive Officer, the provisions of these bylaws relative comply with the mandatory disclosure thresholds to the Chief Executive Officer will apply to the Chairman. applicable under the legislation in force. When executive management functions are not 1.2.1.12 — Identification of bearer shareholders performed by the Chairman of the Board of Directors, the Board of Directors appoints a Chief Executive Pursuant to legal and regulatory requirements, the Officer, subject to the same age limit as that set for the company may at any time ask the Central Depository for Chairman.
ANNUAL FINANCIAL REPORT 9 MAIN DOCUMENT
The Chief Executive Officer is invested with the Meetings are held at the corporate office or at any other broadest powers to act in the Company’s name under location indicated in the notice to attend. all circumstances, within the limits of the corporate purpose and subject to the powers expressly granted For deliberations to be valid, at least half of the Board under French law for Board of Directors and shareholder members must effectively be present. Under the bylaws, meetings. Directors participating in the Board meeting using videoconferencing or telecommunications facilities in As proposed by the Chief Executive Officer, the Board accordance with the limits and conditions set under the of Directors may appoint from one to five Deputy Chief legislation and regulations in force may be deemed to be Executive Officers. The age limit for serving as Chairman present for calculating the quorum and majority. Such also applies to positions as Deputy Chief Executive videoconferencing and telecommunications facilities Officers. may not be used when:
In relation to third parties, the Deputy Chief Executive – Drawing up the annual and consolidated financial Officers have the same powers as the Chief Executive statements; Officer. – Drawing up the company’s management report and, In line with the company’s internal organization, the as relevant, the group’s management report; powers of the Chief Executive Officer and Deputy Chief Executive Officers may be limited by the Board of – Selecting the conditions for the performance of Directors, although such a limitation is unenforceable executive management; against third parties. – Appointing and dismissing the Chairman, Chief Board of Directors Executive Officer and Deputy Chief Executive Officers. (Article 14 of the company bylaws): The Company’s administration is handled by a Board of Decisions are subject to a majority of votes for members Directors made up of a minimum of three and a maximum present or represented. In the event of a tie, the Chairman of 18 members; however, this maximum number may be of the session has a casting vote. increased to 24 in the event of a merger under the legal conditions in force. At each meeting, the Board may appoint a secretary, who may be selected from outside of the Directors. If the capital held by employees of the company and affiliates in connection with the company savings scheme The Board of Directors determines the strategies for the represents more than 3% of the share capital, a Director company’s business and oversees their implementation. is appointed under the conditions set by French law Subject to the powers expressly granted for shareholder and the regulations in force from among the employee meetings and in accordance with the corporate purpose, shareholders or the employees who are members of the it reviews all matters concerning the company’s effective Supervisory Board of the company mutual fund holding operations and rules on the affairs concerning it the shares. Such a Director is not taken into account through its deliberations. It carries out the controls and when determining the minimum and maximum numbers verifications that it deems necessary. of Directors. Among its specific powers, it authorizes the agreements Except for cases when not required under French law, and commitments defined by French law and more each Director must own at least one share. specifically any commitments made to the Chairman, Chief Executive Officer or Deputy Chief Executive Directors are appointed for a two-year term of office. Officers concerning compensation, allowances or benefits due or likely to be due when they end or change They may be reappointed. However, the term of office functions, or at any time thereafter. of any individual member shall as of right be terminated, without any possibility for renewal, further to the ordinary From among its members, the Board elects a Chairman, general shareholders’ meeting convened to approve the and determines his compensation. financial statements for the past financial year held in (See part 2.1.12.1/1 page 61). the year during which the member in question reaches the age of 75. The Chairman of the Board of Directors organizes and oversees its work, which he reports on at the General The Board of Directors is convened by the Chairman on Meeting. He ensures that the company’s various bodies his initiative and, if he is not responsible for executive operate effectively and more specifically ensures that management, as requested by the Chief Executive the Directors are able to perform their missions. Officer, or, if the Board has not met for more than two months, as requested by at least one third of the The Board may appoint one or more vice-chairmen, Directors. Directors may be convened by any means, exclusively with a view to chairing Board sessions indicating the agenda that has been set by the author of and General Meetings in the event of the Chairman’s the notice to attend. absence.
10 ANNUAL FINANCIAL REPORT 1.2.2 — General information on the other forms of awarding shares to group employees and/ share capital or corporate officers; – Covering marketable securities entitling holders to the 1.2.2.1 — Changes in the share capital and rights allocation of company shares in line with stock market associated with shares regulations; Any changes in the share capital or the rights associated – Canceling any shares acquired as authorized, with shares comprising the share capital are governed subject to the authorization to be given by this General by the legal provisions in force, with the company bylaws Shareholders’ Meeting held on April 26th, 2012 in its having no specific provisions thereon. 10th extraordinary resolution.
Acquisition by the company of its own shares The maximum purchase price is set at €60 per share (of Pursuant to the 16th resolution adopted at the Combined €0.4 nominal value). General Meeting held on April 18th, 2013, the Board of Directors may trade its own shares on the market in At February 28th, 2014, total purchases made under this accordance with the provisions of Article L.225-209 of share buy-back program through the liquidity agreement the French Commercial Code up to a maximum of 5% of stood at €2,676,401 for 180,639 shares, while the total the share capital, adjusted as relevant in order to factor number of shares sold amounted to 198,417 for a total in any capital increase or reduction operations that may of €2,952,800. be carried out during the course of the program, for the purpose of: The transactions were carried out within the range of €11.688 for the minimum sales price and €17.34 for the – Coordinating the secondary market or liquidity of the maximum purchase price. APRIL share through an investment service provider based on a liquidity agreement in line with the AMAFI At February 28th, 2014, the company directly and compliance charter approved by the AMF; indirectly held 370,626 APRIL shares (0.91% of the share capital). These shares have a par value of €148,250 and – Keeping the shares purchased and delivering them a book value of €10,952,881.18. subsequently in exchange or as payment for external growth operations; 1.2.2.2 — Share capital at February 28th 2014
– Covering stock option schemes and/or bonus share Number of shares: 40,904,135 ordinary shares plans (or related plans) for the group’s employees and/or Theoretical number of voting rights: 65,658,156 corporate officers, as well as all allocations of shares in Actual number of voting rights: 65,287,530 connection with a company or group savings scheme (or Par value: €0.40 related plan), company profit-sharing system and/or all Amount of the share capital: €16,361,654 (fully paid-up).
ANNUAL FINANCIAL REPORT 11 MAIN DOCUMENT
1.2.2.3 — Authorized and unissued share capital
The Company’s Board of Directors may increase the share capital under the following authorizations:
Increases Residual Previous carried out Date of the amount on End date Authorized amount years over the EGM February 26th, increases fiscal year 2014 2013 Authorization to issue stock 5% of share capital 4.25% of share options and/or warrants April 21st, 2011 June 20th, 2014 at the date of the first (a) (b) capital (19th resolution) allocation Authorization to grant bonus 5% of share capital at 5% of share shares to be issued April 21st, 2011 June 20th, 2014 the date of the award N/A N/A capital (20th resolution) decision
Delegation to increase the capital through the incorporation of April 26th, 2012 June 25th, 2014 €10,000,000 N/A N/A €10,000,000 reserves, profits or issue premiums (11th resolution)
Delegation to increase the capital Maximum amount through the issuing of ordinary (par value) of shares: €8,000,000 shares and/or marketable €8,000,000 (shares) securities with an equity April 26th, 2012 June 25th, 2014 N/A N/A component and/or giving right to Maximum amount €150,000,000 allocation of debt securities, with (par value) of bond (securities preferential subscription rights securities: maintained (12th resolution) €150,000,000
Delegation to increase the capital Maximum amount through the issuing of ordinary (par value) of shares: shares and/or marketable €1,600,000 €1,600,000 securities with an equity (shares) component and/or giving right to April 26th, 2012 June 25th, 2014 N/A N/A Maximum amount allocation of debt securities, with €150,000,000 (par value) of bond preferential subscription rights (b) (securities) securities: waived, based on a public offer €150,000,000 (13th resolution) Maximum amount Delegation to increase the capital (par value) of shares: through the issuing of ordinary €5,000,000 shares and/or marketable €5,000,000 and 20% of share securities with an equity (shares) capital/year component and/or giving right April 26th, 2012 June 25th, 2014 N/A N/A to allocation of debt securities, €150,000,000 Maximum amount with preferential subscription (b) (securities) (par value) of bond rights waived, based on a private securities: placement (14th resolution) €150,000,000 Delegation to increase the Maximum amount capital in return for contributions 10% of share (par value) of shares: in kind comprising securities or April 26th, 2012 June 25th, 2014 N/A N/A capital at 10% of share capital marketable securities with an April 26th, 2012 at April 26th 2012 equity component (16th resolution) Delegation to increase the capital through share issues with Maximum amount preferential subscription rights April 26th, 2012 June 25th, 2014 (par value) of shares: N/A N/A €500,000 waived reserved for members of a €500,000 company savings scheme (17th resolution)
(a) The authorization given to the Board of Directors by the General Meeting on April 21st, 2011 was used with one scheme issued in 2012, being understood that the maximum capital increase associated with this scheme represents €6,000. (b) Joint cap.
12 ANNUAL FINANCIAL REPORT 1.2.2.4 — Financial instruments not representing 1.2.2.5 — Other securities with an equity component the share capital There are no securities giving access, immediately or N/A. subsequently, to the company’s share capital. The potential capital solely comprises stock options, representing a maximum potential dilution rate of 1.45%.
1.2.2.6 — Table summarizing changes in capital
Subsequent Cumulative Par value Date Type of transaction Nominal amount Issue premium amount of share number of of shares capital shares Feb 22nd, 1990 Incorporation FRF250,000 FRF250,000 FRF100 2,500 Increase by incorporation of Jun 03rd, 1993 FRF750,000 FRF1,000,000 FRF100 10,000 reserves Increase by incorporation of Dec 18th, 1995 FRF9,000,000 FRF10,000,000 FRF10 1,000,000 reserves and division of par value Increase (by increasing par value from the incorporation of paid-in Sep 11th, 1997 FRF90,000,000 FRF100,000,000 FRF25 4,000,000 capital and a portion of reserves, followed by a division of par value) Mar 31st, 2000 Increase by capital contribution FRF452,925 FRF24,868,675 FRF100,452,925 FRF25 4,018,117 Conversion of share capital into Mar 31st, 2000 €758,518.30 €16,072,468.00 €4.0 4,018,117 euros Apr 26th, 2001 10-for 1 stock split 0 €16,072,468.00 €0.4 40,181,170 Executive Board report on the capital increase on December 31st, Feb 19th, 2004 €14,080.00 €171,000 €16,086,548.00 €0.4 40,216,370 2003 linked to the exercising of stock options Executive Board report on the capital increase on December 31st, Jan 10th, 2005 €87,737.20 €1,416,000 €16,174,285.20 €0.4 40,435,713 2004 linked to the exercising of stock options Executive Board report on the capital increase on December 31st, Jan 27th, 2006 €62,508.00 €1,947,000 €16,236,793.20 €0.4 40,591,983 2005 linked to the exercising of stock options Executive Board report on the capital increase on December 31st, Jan 22nd, 2007 €55,986.00 €2,696,000 €16,292,779.20 €0.4 40,731,948 2006 linked to the exercising of stock options Board of Directors' report on the capital increase on December 31st, Feb 28th, 2008 €31,473.60 €1,371,000 €16,324,252.80 €0.4 40,810,632 2007 linked to the exercising of stock-options Board of Directors' report on the capital increase on December 31st, Feb 26th, 2009 €25,541.20 €989,000 €16,349,794.00 €0.4 40,874,485 2008 linked to the exercising of stock-options Board of Directors' report on the capital increase on December 31st, March 4th, 2010 €7,860.00 €302,000 €16,357,654.00 €0.4 40,894,135 2009 linked to the exercising of stock-options Board of Directors' report on the capital increase on December 31st, March 1st, 2012 €4,000.00 €155,000 €16,361,654.00 €0.4 40,904,135 2011 linked to the exercising of stock-options
ANNUAL FINANCIAL REPORT 13 MAIN DOCUMENT
1.2.3 — Breakdown of share capital and voting rights at year-end for the last three fiscal years
Number of shares % of capital % of actual voting rights
2011 2012 2013 2011 2012 2013 2011 2012 2013
Bruno Rousset 10 10 10 0 0 0 0 0 0 Evolem SA(*) 26,020,505 26,020,505 26,020,505 63.61 63.61 63.61 76.96 76.94 76.90 Total Bruno Rousset 26,020,515 26,020,515 26,020,515 63.61 63.61 63.61 76.96 76.94 76.90 (direct/indirect) Fidelity Investments 2,055,472 2,055,472 3,285,323 5.03 5.03 8.03 3.15 3.15 5.03 Financière de l’Échiquier 0 1,592,316 1,592,316 0 3.89 3.89 0 2.44 2.44 Hannover Ré 400,000 400,000 400,000 0.98 0.98 0.98 1.23 1.23 1.23 Treasury shares 421,660 409,763 378,679 1.03 1.00 0.93 0 0 0 Employees (company savings 125,648 121,228 109,505 0.31 0.30 0.27 0.19 0.18 0.17 scheme) Public 11,780,507 10,213,686 9,026,642 28.79 24.97 22.07 18.17 15.78 13.95 Xavier Coquard 100,333 91,155 91,155 0.25 0.22 0.22 0.30 0.28 0.28 Total 40,904,135 40,904,135 40,904,135 100 100 100 100 100 100
(*) Evolem is 100% indirectly owned by its Chairman and CEO, Mr Bruno Rousset. Moreover, APRIL conducted a study on identifiable bearer shares (TPI), dated February 19th, 2014. The number of shareholders is 7,434.
Breakdown of share capital and voting rights at December 31st, 2013
Number of Theoretical voting % of theoretical Exercisable (ac- % of exercisable Shareholder % of capital shares rights voting rights tual) voting rights voting rights
Bruno Rousset 10 0 20 0 20 0 Evolem SA* 26,020,505 63.61 50,200,525 76.46 50,200,525 76.90 Total Bruno Rousset (direct/indirect) 26,020,515 63.61 50,200,545 76.46 50,200,545 76.90 Fidelity Investments 3,285,323 8.03 3,285,323 5.00 3,285,323 5.03 Financière de l’Échiquier 1,592,316 3.89 1,592,316 2.43 1,592,316 2.44 Public 9,026,642 22.07 9,140,633 13.87 9,140,633 13.95
To the best of the company’s knowledge, no other shareholder holds, on its own or within a concerted action, directly or indirectly, more than 2.5% of the share capital or voting rights.
Financière de l’Echiquier informed APRIL that it had representing 5% of APRIL’s voting rights on April 3rd, 2013 fallen below the statutory threshold representing 2.5% of and held 3,285,323 APRIL shares, representing the share capital on December 28th, 2012. the same number of voting rights, i.e. 8.03% of this company’s capital and 5.0004% of the voting rights. FMR Fidelity Investments informed APRIL that it had crossed LLC is a holding company for an independent group of above the statutory threshold representing 2.5% of the companies, acting on behalf of funds, commonly referred share capital on April 3rd, 2013. to as Fidelity Investments. This threshold was passed following an acquisition of APRIL shares on the market To the best of the company’s knowledge, no other (AMF notice 213C0414). shareholder has crossed in 2013, on its own or within a concerted action, directly or indirectly, the 2.5% There are no significant changes to report since the threshold of the share capital and voting rights. close of accounts for the year.
Furthermore, concerning the legal thresholds exceeded To the best of the company’s knowledge, there are no during FY 2013, the company FMR LLC (245 Summer shareholder agreements in force or declared concerted Street, Boston, Massachusetts 02210, United States) action relating to the company’s shares. declared that it had crossed over the threshold
14 ANNUAL FINANCIAL REPORT Nature of control and measures taken to ensure 1.2.4 — Market for company financial that such control is not exercised improperly. instruments The company is controlled as described above. The measures taken with a view to ensuring that control is The APRIL share is listed on Euronext Paris not exercised improperly include the presence of seven (Compartment B). independent Directors within the company’s Board of Directors at December 31st, 2013 as indicated in 2.3.1.1.
Share price history from January 1st, 2013 to December 31st, 2013
Cours Closingde clôture rate au at31/12/2013 31/12/2013: : 14,7 € 14.7 18
16
14
12
10 jan-13 feb-13 mar-13 apr-13 may-13 jun-13 jul-13 aug-13 sep-13 oct-13 nov-13 dec-13
TradedVolume volume échangé in 2013: 2013 5,611,063: 5 611 063 shares titres
500 000
400 000
300 000
200 000
100 000
- jan-13 feb-13 mar-13 apr-13 may-13 jun-13 jul-13 aug-13 sep-13 oct-13 nov-13 dec-13
1.2.5 — Dividends
Since it was listed on October 23rd, 1997, APRIL has chosen to pay its shareholders a dividend representing a minimum of around 25% of its net income.
Dividend payment over the last twelve years:
In € 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
Net Dividend 0.50 0.33 0.49 0.49 0.44 0.37* 0.44* 0.40* 0.33* 0.22* 0.15 0.48
Tax credit ------0.075 0.24
Gross income 0.50 0.33 0.49 0.49 0.44 0.37 0.44 0.40 0.33 0.22 0.225 0.72
(*) This income is eligible for the rebate set out under Article 158-3-2 of the general French tax code.
The Board held on February 26th, 2014 decided to proposal will be submitted to the General Meeting on propose for the 2013 fiscal year a dividend per share of April 24th, 2014. €0.50, corresponding to a 40% rate of distribution. This
ANNUAL FINANCIAL REPORT 15 PARTMAIN DOCUMENT 1.3
INFORMATION ON THE COMPANY’S ACTIVITIES
1.3.1 — Presentation of the company and the group
1.3.1.1 — Key dates
Dates Events 1988/2013
1988 Creation of APRIL (complementary health, death, accident) 1990 Launch of a small and medium-size company group insurance business 1992 Launch of savings products First sales force in the field 1993 Implementation of NOEMIE for immediate reimbursement of health expenses 1996 Creation of third-party management business, which became Aglaé in 1998 24-hour management Customer Satisfaction Prize ISO 9001 certification 1997 IPO (Paris Second Market) on October 23rd Acquisition of Axeria (formerly CPA Vie) Creation of april.fr web site Acquisition of Cetim Creation of Aglaé 1998 Creation of Axergy Launch of INTRAPRIL (extranet) APRIL joins the SBF 250 Creation of ATELINA 1999 Acquisition of GMP Gestion Acquisition of AIPS Creation of APRIL Group (Holding) Creation of APRIL Spa Creation of APRIL Hispania Services Creation of Avandia Creation of Assuranciel 2000 Creation of BE Services Acquisition of IPM Acquisition of TMS/ABI Acquisition of Contact Assistance Acquisition of CITM Launch of Travelexpat.com portal
Acquisition of Impact Assurances Acquisition of London & European Affluance becomes a subsidiary 2001 Cristal Prize for Financial Transparency Creation of APRIL Conseil 12-hour management at APRIL Assurances
16 ANNUAL FINANCIAL REPORT Dates Events 1988/2013 Termination of activities of BE Services and Atelina Creation of Arrimance (merger of GMP Gestion and Cetim) 2002 Acquisition of SFG (Société Française de Garantie) Acquisition of Europassur Creation of Resolution in partnership with the Monceau Group
Disposal of CITM and APRIL Hispania Services activities wound up Acquisition of FG&A Award for best annual report for companies outside the SBF 120 2003 Bruno Rousset: Grand Prize for Entrepreneurs APRIL included in the SBF 120 Adoption of an administration structure with an Executive Board and Supervisory Board Acquisition of Haussmann Conseils
Acquisition of Couchon Assurances Acquisition of Rhodia Assurances, renamed Axeria Iard Acquisition of Forum and Ciare 2004 Merger of Aglae and APRIL Solutions Acquisition of CARDIF’s interest in Axeria Prevoyance Creation of Axeria Insurance Company Ltd
Acquisition of the remaining share in SFG Acquisition of CGCA and GI2A Acquisition of Assurance Juridique (Mutant brand) Acquisition of France Plaisance Assurance Creation of Assurtis based on a joint venture with Mediatis Acquisition of the remaining shares in Résolution Acquisition of the remaining shares in FG&A 2005 Acquisition of Cogealp Acquisition of Febs AG Creation of AS Conseils & Audit Acquisition of SASCO Acquisition of SEPCOFI and EAC Creation of Habitance based on a joint venture with the Guy Hocquet network Creation of APRIL Germany Acquisition of the remaining shares in Forum Assurances
Acquisition of the remaining shares in Assurance Juridique Acquisition of Dierrevi SpA in Italy Acquisition of AVS Acquisition of Doudet Charlet 2006 Acquisition of Moral Caraïbes Creation of APRIL Iberia, Villette Assurances, APRIL Cover, APRIL Service, APRIL Direct, APRIL Réseau, APRIL International, APRIL Projet, APRIL Partenariats, ISR Courtage, Axeria Vie, APRIL Yacht Broker di Assicurazioni, Solucia Protection Juridique. Acquisition of the remaining shares in Europassur
Acquisition of AMT Assurances Creation of APRIL Marketing Solutions Creation of APRIL Cover Creation of APRIL North America and acquisition of two brokers in Quebec: Escapade Assurances and Dave Rochon Assurances Inc. APRIL acquires 38.2% of ASSURDOM Gestion’s share capital New Corporate Governance scheme, with a Board of Directors chaired by Bruno Rousset, who is also CEO Creation of APRIL Corporate Broking Creation of APRIL Santé 2007 Creation of Solidaris APRIL acquires the majority of ASSINCO’s share capital Creation of APRIL Mediterranean Limited and Axeria Re Limited Creation of Axeria Courtage Creation of APRIL Réunion Merger of CIARE, AVS and Doudet-Charlet Creation of APRIL CEE Development Creation of APRIL Assurances Entreprises Creation of APRIL Solutions Entreprises
ANNUAL FINANCIAL REPORT 17 MAIN DOCUMENT
Dates Events 1988/2013 Five international acquisitions: Acquisition of a 70% stake in APRIL Insurety Plc, a broker specialized in designing and distributing individual personal protection and health policies Acquisition of a 70% stake in APRIL OGB Acquisition of a 100% stake in the online broker APRIL Medibroker Acquisition of an 80% stake in the wholesale broker Canada WorldWide through the holding company APRIL North America Acquisition of a 66% stake in the assistance company Coris International
Two acquisitions in France: Acquisition of a 75% stake in the brokerage firm CACEP Acquisition of a 60% stake in the wholesale broker CAEG ASSUR-LONDRES 2008 Two international creations: Creation of APRIL Portugal, specialized in individual borrower insurance Creation of APRIL Risk Solutions, a joint venture between APRIL CEE Development and AG Capital
New group organization around five business divisions: Personal Protection and Health (previously Individual Personal Protection), Corporate, Retail Property and Casualty, Life-Savings and International – and insurance companies APRIL Iard now trades as APRIL Premium Résolution now trades as APRIL Immobilier Easyssur now trades as ALLO Assurances Creation of APRIL WAF Merger of Dave Rochon with Canada WorldWide Acquisition of a 55% stake in the Swiss company SANO Concept Acquisition of a 60% stake in the Turkish company Genç Sigorta Acquisition of a 88% stake in the brokerage firm Judicial Acquisition of a 70% stake in the wholesale broker FLEXITRANS Acquisition of a 51% stake in Actova by SANO Concept Holding Acquisition of a 51% stake of H & S Assurances by SANO Concept Holding Acquisition of a 17.92% stake in ASSURDOM Acquisition of a 12.5% stake in APRIL Marine Acquisition of the remaining shares in Solidaris Acquisition of the remaining shares in APRIL WAF Acquisition of the remaining shares in APRIL Santé Acquisition of the remaining shares in Haussmann Conseils Acquisition of the remaining shares in CACEP Acquisition of the remaining shares in APRIL Iberia Acquisition of the remaining shares in APRIL North America 2009 Sale of London & European Title Insurance Sale of 100% Société Française de Garantie’s (SFG) capital to the british group Homeserve Sale of Habitance Merger of Ceida with ASSINCO Partenaire Merger of Axeria Courtage with Axeria Iard Merger of APRIL Réunion with APRIL Assurances Merger of Solidaris with APRIL Assurances Creation of Activassur Creation of APRIL Vie Conseil Creation of SANO Concept France Creation of GIE APRIL Asset Management Change of APRIL Corporate Broking’s name to APRIL Partenaire Pro Assurance France Plaisance now trades as APRIL Marine Creation of Activassur, captive brokerage subsidiary, by APRIL Corporate and Avandia Withdrawal of APRIL’s share from the SBF120 on December 21st, 2009 and transfer to the SBF250 Sale of 100% of APRIL Solutions to CWI GROUP Sale of 100% of Axeria Vie and its APRIL Patrimoine and ISR Courtage subsidiaires to Crédit Agricole Assurances Acquisition of 100% of the GDA (General de Asistencia Uruguay) holding, which controls the South American companies of the CORIS network Acquisition of the remaining shares in CORIS International, an assistance company which controls the CORIS network in Europe 2010 Acquisition of a 97.2% stake in Sogescau, a brokerage company specializing in loan insurance and factoring for corporations, which owns 50% of Socafac, specializing in loan insurance risk coverage for the energy and petroleum manufacturing industries Acquisition of the remaining shares in APRIL Marine Acquisition of the remaining shares in ASSINCO SA Acquisition of the remaining shares in ASSUR-LONDRES
18 ANNUAL FINANCIAL REPORT Dates Événements 1988/2013
Acquisition of the remaining shares in ASSURDOM Gestion Acquisition of the remaining shares in Moral Caraïbes Change of brand territory and identity for APRIL and its subsidiaries: APRIL Group Prévoyance Santé now trades as APRIL Prévoyance Santé APRIL Group Dommages Particuliers now trades as APRIL Dommages Particuliers APRIL Assurances now trades as APRIL Santé Prévoyance 2010 Gi2A/CGCA and APRIL Premium now trade as APRIL Partenaires (continue) APRIL Assurances Entreprises now trades as APRIL Entreprise Prévoyance CACEP now trades as APRIL Entreprise et Collectivités ASSINCO Partenaires and APRIL Partenaires Pro now trade as APRIL Entreprise Est APRIL Immobilier now trades as APRIL Entreprise Immobilier Europassur now trades as APRIL Entreprise Services Automobiles Ciare, Sepcofi and Hausmann Conseil now trade as APRIL Entreprise Lyon Merger of ALLO Assurances into Mutant Assurances
Acquisition of 100% of ELCO group Acquisition of 58.72% of Terre d’Entreprises APRIL Group changes its corporate name to APRIL APRIL share joins the CAC All-Tradable (ex SBF 250) index Acquisition of 20% of Scorefive (subsidiary of SANO group) bringing APRIL’s stake to 76% Acquisition of 30% of OGB bringing APRIL’s stake to 100% Acquisition of 12.5% of CORIS Colombia and MIC Colombia bringing APRIL’s stake to 87.5% Acquisition of 15% of CORIS Brazil bringing APRIL’s stake to 100% Acquisition of 45% of Coram Advantage bringing APRIL’s stake to 95% Acquisition of 15% of ESCAPADE bringing APRIL’s stake to 75% Creation of 4 purchase centralization units: GIE Levallois, GIE APRIL Ressources, GIE APRIL Digital and GIE Indemnisation Creation of SANO Concept Courtage Tunisie (49% held) and of CORIS Orcis (85% held) Merger of Sogagia into APRIL Solutions Entreprises Merger of CORIS Zastupanje into CORIS d.o.o. Croatie Merger of APRIL Canada and 7731213 Canada into APRIL North America 2011 Merger of APRIL Yacht into APRIL Marine Merger of Intermas into FLEXITRANS Merger of CORIS TL Ré into Axeria Ré Merger of APRIL Entreprise Martinique into APRIL Entreprise Caraïbes Merger of Assurances MC into Papillon APRIL Dommages Particuliers now trades as APRIL Dommages APRIL Mobilité now trades as APRIL International Expat TMS CONTACT now trades as APRIL International Travel MUTANT now trades as APRIL Mon Assurance APRIL North America now trades as APRIL Canada APRIL Solutions Entreprises now trades as Cetim ASSINCO Caraïbes now trades as APRIL Entreprise Caraïbes ASSINCO Caraïbes Martinique now trades as APRIL Entreprise Martinique SASCO now trades as APRIL Entreprise Savoie ASSINCO now trades as APRIL Entreprise Paris
Acquisition in the UK of MediCare International, a wholesale broker specialising in health insurance for expatriates Acquisition of 80% of Asia Assistance Partners Singapore (APP), dedicated to medical assistance and medical claims handling of for insurance and assistance companies Creation of Axeria Assistance by APRIL Mediterranean, a reinsurance company based in Malta Acquisition of 2.8% of Sogescau bringing APRIL’s stake to 100% Acquisition of 12% of Judicial bringing APRIL’s stake to 100% Acquisition of 45% of Sano Concept Holding bringing APRIL’s stake to 100% Acquisition of 49% of Score Life Nord Vaudois bringing APRIL’s stake to 100% 2012 Acquisition of 46% of Vision Conseil bringing APRIL’s stake to 100% Acquisition of 20% of APRIL CEE Development bringing APRIL’s stake to 100% Acquisition of 34% of ALP Prévoyance bringing APRIL’s stake to 100% Acquisition of 2% of APRIL Assistance Mexico (ex Corporacion Coris Mexico) bringing APRIL’s stake to 100% Acquisition of 7.5% of APRIL Colombia Assistance (ex Coris Colombia) bringing APRIL’s stake to 95% Acquisition of 7.5% of APRIL Colombia (ex MIC Colombia) bringing APRIL’s stake to 95%
Sale of three Tunisan companies: Score call (call center), SANO Concept Courtage Tunisie and Suisse Call Sale of Activassur
ANNUAL FINANCIAL REPORT 19 MAIN DOCUMENT
Dates Events 1988/2013
Merger of APRIL Waf into APRIL Technologies Merger of APRIL Cover and Sogescau into APRIL Entreprise Crédit (formerly Carisco) Merger of ASSINCO Océan Indien into APRIL Partenaires Réunion (formerly ASSURDOM) Merger of APRIL Marine Expert Corp. and 7132352 Canada into Elco Assurances (formerly Groupe Assurance Elco) Merger of Souscripteur de l’Est into APRIL Canada Inc. (formerly APRIL Canada) Merger of L&E France into L&E Title Group Merger of Réunion Assurances Sud into Réunion Assurance (formerly Mutassur) Merger of Scorelife Nord Vaudois, Scorelife DD Chablais, SANO Concept Deutschschweiz, Scorelife Deutschschweiz and Vision Conseil into SANO Concept Merger of APRIL Entreprise Services Automobiles into APRIL Entreprise Paris Merger of Axeria Life International into Axeria Assistance
APRIL International Travel now trades as APRIL International Voyage 2012 APRIL Financial Services now trades as APRIL Deutschland (continue) APRIL Canada now trades as APRIL Canada Inc Escapade now trades as APRIL International Canada ASSURDOM now trades as APRIL Partenaires Réunion Mutassur now trades as Réunion Assurances April Oméga now trades as SANO Concept (France) Carisco now trades as APRIL Entreprise Crédit Coris USA now trades as APRIL USA Assistance Welcome USA now trades as APRIL LATAM Assistance Coris Brasil now trades as APRIL Brasil Turismo Corporacion Coris Mexico now trades as APRIL Assistance Mexico Coris Colombia now trades as APRIL Colombia Assistance MIC Colombia now trades as APRIL Colombia Groupe Assurance Elco now trades as Elco Assurances Marine Expert Inc now trades as APRIL Marine Canada
Birth of the new Protection and Legal Services division
Acquisition of 40 % of Kang Rei An Yuan (KRAY Holding), a Singapore-based holding.
Sale of SANO Concept International
Merger of APRIL Entreprise Savoie into APRIL Entreprise Lyon Transfer of APRIL Entreprise Crédit’s all assets and liabilities to APRIL Entreprise Paris Merger of APRIL Entreprise Paris into APRIL Entreprise Lyon Transfer of APRIL Santé’s all assets and liabilities to APRIL Mon Assurance Merger of APRIL Entreprise into APRIL Dommages
APRIL Entreprise Lyon now trades as APRIL Entreprise APRIL Dierrevi now trades as APRIL International Broker Sano Concept France now trades as APRIL Contact 2013 APRIL Sigma now trades as APRIL Entreprise Réunion APRIL OGB now trades as APRIL Polska Broker PCLS now trades as APRIL PCLS Coris International now trades as APRIL International EMEA Coris Assistance now trades as APRIL International Assistance Assistance Coris Varsovie now trades as APRIL Polska Assistance Coris Suisse now trades as APRIL Suisse Legal and Insurance Services Coris Hungary now trades as APRIL Magyarorszag Coris Roumanie now trades as APRIL Romania Broker Insurance Reinsurance Sano Concept now trades as APRIL Suisse Coris Moscou now trades as Coris Rus Coris Belgium now trades as APRIL Belgium Coris Vilnius now trades as APRIL Lietuva Assistance Medbroker now trades as APRIL Polska Medbroker Coris Service now trades as APRIL Polska Service
20 ANNUAL FINANCIAL REPORT 1.3.1.2 — Principal activities of APRIL – MediCare – APRIL International Voyage Organization and business lines – GDA On December 31st, 2013 APRIL’s activities are split into – APRIL Asia Pacific four business divisions: Health and Personal Protection, – APRIL Iberia Property and Casualty, International (mobility/assistance) – APRIL International E.M.E.A and Protection and Legal Services. – APRIL Polska Broker – APRIL CEE Developpement Health and Personal Protection division This division groups together all the companies, in Protection and Legal Services division France and abroad, designing, managing and distributing – Solucia Protection Juridique individual and collective health and personal protection – Judicial policies for individual clients and businesses. It also includes the insurance company Axeria Prévoyance: The group also has a number of transversal business units and other insurance companies: – Axeria Prévoyance – APRIL Vie Conseil – APRIL Santé Prévoyance – GIE APRIL Office – APRIL Entreprise Prévoyance – GIE Courtage – ALP Prévoyance – GIE APRIL Digital – Cetim – GIE APRIL Ressources – APRIL Entreprise Caraïbes – GIE ABDC – APRIL Entreprise et Collectivités – GIE APRIL Asset Management – APRIL Italie – Terre d’Entreprises – APRIL Deutschland – APRIL University – APRIL UK & Ireland – GIE APRIL Technologies is an IT services company – APRIL Portugal specialized in IT systems dedicated to insurance – APRIL Genç – APRIL Mediterranean – APRIL International Broker – Axeria Ré – Groupe SANO – APRIL Contact Created in 1988, APRIL designs, manages and distributes insurance solutions and assistance services for individuals, Property and Casualty division professionals and businesses. At December 31st, 2013, This division groups together all the companies, in APRIL had 4,048 staff in some 42 operational companies France and abroad, designing, managing and distributing across 37 countries. property and casualty policies for individual clients. It also includes the insurance company Axeria Iard: Group companies are subject to changes in legislation governing the sector for insurance products. – Axeria Iard – APRIL Partenaires APRIL has a multichannel distribution network combining – APRIL Marine over 20,000 distributors worldwide, 191 stores in France – Moral Caraïbes (APRIL Santé and APRIL Mon Assurance), call centers on – APRIL Moto three continents and online distribution sites. – APRIL Partenaires Réunion – Réunion Assurances At December 31st, 2013, the group’s revenues came to – MANCINI Assurances €778.6 million, with €51.0 million in net income (group share) – APRIL Entreprise Réunion for 2013. – APRIL Entreprise Immobilier – Groupe FLEXITRANS APRIL is listed on Euronext Paris Compartment B (ISIN: – APRIL Canada Inc./Groupe ELCO FR0004037125) and is eligible for the deferred settlement – APRIL Mon Assurance service. – APRIL Entreprise – APRIL Entreprise Est APRIL’s share capital represents €16,361,654. APRIL had 40,904,135 shares at February 28th, 2014, with a market International division (mobility/assistance) capitalization of €711.73 million at February 28th, 2014. This division groups together all the companies, in France and abroad, designing, managing and distributing mobility In 2014, APRIL will continue with its dynamic development and assistance policies for individuals and businesses as an international insurance services group present settled abroad: throughout the value chain, while adapting to the current global environment, a moving environment, by further – Axeria Assistance strengthening its niche areas of expertise. To enable the – APRIL International Expat group to continue growing, APRIL is also able to count on – APRIL Medibroker its employees and its quality of service, which is part of its – ESCAPADE Assurances Voyages genetic make-up.
ANNUAL FINANCIAL REPORT 21 MAIN DOCUMENT
1.3.1.3 — Consolidated key figures
2009 2010 2011 2012 2013 In e’000 IFRS IFRS IFRS IFRS IFRS Revenues 812,963 743,317 757,443 773,515 778,577
Current operating income 87,424 96,982 84,050 92,813 86,541 % of Revenues 10.75% 13.05% 11.10% 12% 11.12% Operating income 105,902* 103,175* 79,552* 88,542* 84,940* % of Revenues 13.03% 13.88% 10.50% 11.45% 10.91% Consolidated net income (group share) 72,701 79,662 55,481 53,410 51,035 % of Revenues 8.94% 10.72% 7.32% 6.90% 6.55% Cash flow 149,559 46,661 74,809 60,116 78,088 % of Revenues 18.40% 6.28% 9.88% 7.77% 10.03%
Shareholders’ equity (group share) 396,829 440,408 475,332 514,535 550,275
Net cash 156,046 186,939 149,660 105,534 85,566
* Of which, change in goodwill on acquisitions: €276,000 in 2009, 0 in 2010, €-3,099,000 in 2011, €-4,428,000 in 2012 and 0 in 2013.
1.3.1.4 — Breakdown of revenues and income
In e’000 December 31st, 2013
Health and Property and Inter-company Personal Others Total Casualty write-offs Protection REVENUES 498,368 290,692 -10,483 778,577 Of which France 466,343 201,886 -10,322 657,907 Outside of France 32,025 88,806 -161 120,670 Total income from ordinary 520,727 305,524 45,758 -48,774 823,234 activities Operating income 87,576 5,758 -8,394 84,940 Of which France 120,251 6,098 -8,394 117,955 Outside of France -32,675 -340 - 33,015 Of which Net financial income 11,772 3,646 1,785 17,203 NET INCOME 53,781 -1,524 -1,222 51,035
1.3.1.5 — Exceptional events 1.3.3 — Investment policy
N/A. From the outset, APRIL has continued to target dynamic growth, reflected in the significant levels of investments maintained over time. 1.3.2 — Dependences in respect of patents and licenses Recent years have been characterized by a priority focus on the objective to achieve dynamic organic growth in N/A. the group’s activities.
For the service activities which it operates in, APRIL believes that human capital creates value for the customer and ensures success. For several years, major efforts have therefore been made to help drive the
22 ANNUAL FINANCIAL REPORT development of the group’s professionals, particularly on the development of the global network which the through APRIL University. group is looking to build up for mobility and assistance.
Furthermore, in line with the objective to accelerate The operations, now extremely selective, are aiming to: organic growth, an ambitious program has been launched to overhaul the group’s information systems, – The development of the geographical scope, both in especially for retail property and casualty insurance and France and internationally; group health and personal protection insurance. – The strengthening of the competitive position of certain Lastly, external growth, which has been an important group subsidiaries on their market. driving force behind the group’s growth, is now focused
Legal structure at December 31st, 2013
APRIL University APRIL Canada Inc (100%) Patrick Petitjean Bernard Laporte Chairman HOLDING APRIL Chairman AVC / GIE APRIL Office / GIE Courtage / GIE APRIL Digital/ GIE APRIL Ressources / GIE ABDC / Bruno Rousset GIE APRIL Asset Management / Terre d’Entreprises Chairman and CEO APRIL Technologies (GIE) Bruno Rousset APRIL Marine ELCO Assurances Escapade Assurances Chief Executive Officer Canada Inc (100%) Inc (100%) Voyages Inc (75%) Bernard Laporte Bernard Laporte François Morin Chairman Chairman Chief Executive Officer
Health and Personal Protection Property and Casualty division International division (mobility/assistance) division Insurance companies Bruno Rousset Elodie Rambert
Patrick Petitjean Chairman and CEO Chairman and CEO Chairman and CEO
APRIL Entreprise (100%) APRIL Moto (75%) APRIL International APRIL International APRIL UK (100%) Axeria Iard (100%) APRIL Santé Prévoyance (100%) Olivier Cassan Philippe Chaussonniere Voyage (100%) Expat (100%) Sarah Buck Romain Godefroy Roger Mainguy Chairman and CEO Chairman and CEO Matthieu Drouet Philippe Rivallan Chairman and CEO Chief Executive Officer Chief Executive Officer Chief Executive Officer Chief Executive Officer
APRIL Entreprise Est APRIL Partenaires (100%) APRIL Ireland Axeria Prévoyance APRIL Santé Prévoyance Olivier Cassan Claude Guerin APRIL International GDA (100%) Sarah Buck (100%) Caraïbes Chairman and CEO Chairman and CEO Chief Executive Officer E.M.E.A. (100%) Philippe Namiech Catherine Pigeon Thibaud Lecomte Chief Executive Officer Chief Executive Officer Chief Executive Officer APRIL Santé Prévoyance APRIL Partenaires Réunion APRIL Iberia (100%) APRIL Entreprise Immobilier Elodie Rambert Réunion (100%) APRIL Asia Pacific Solucia Protection (100%) Michel Petiot Groupe SANO (100%) Chief Executive Officer Juridique (100%) Marc-André Dupont (100%) Chairman and CEO Mathias Isenrich Jean-Marc Griscelli Daniel Bohbot Chairman and CEO ALP Prévoyance (100%) Chairman and CEO Chief Executive Officer Chief Executive Officer Frédérique Plasson APRIL Genc Sigorta Chief Executive Officer Réunion Assurances (60%) APRIL Marine (100%) Mehmet Genc Michel Petiot APRIL Medibroker (100%) APRIL Singapore Judicial (100%) Lionel Boismery Manager Robin Pegg Chairman and CEO Daniel Bohbot Chairman and CEO Assistance PTE. Ltd APRIL Entreprise Caraïbes (100%) Chief Executive Officer Alan Chun Chief Executive Officer Benjamin Huet Chief Executive Chief Executive Officer Mancini Assurances Officer APRIL Italia (100%)
APRIL Mon Assurance (100%) Michel Petiot MediCare Roberto Anesin APRIL Mediterranean Martin Vancostenoble Chairman and CEO Debbie Purser Chairman and CEO (100%) Chairman and CEO APRIL Entreprises & Collectivités Chief Executive Officer APRIL Deutschland Rosy Laurent (100%) (100%) Chief Executive Officer François Kwasnik APRIL Entreprise Réunion Lutz Goehler APRIL International
Chief Executive Officer Moral Caraïbes (100%) (100%) APRIL Polska Broker Chairman and CEO Broker (100%) Guy-Eric Nietcho Michel Petiot (100%) Gianluca Davascio Axeria Ré Chairman and CEO Chairman and CEO Slawomir Apelski Manager Rosy Laurent APRIL Entreprise Prévoyance Chief Executive Officer APRIL Portugal (100%) Chief Executive Officer (100%) Nelson Lopes Françoise Louberssac Holding Mas / Flexitrans Chairman and CEO Chief Executive Officer (70%) APRIL PCLS Axeria Assistance Sébastien Sable Slawomir Apelski Rosy Laurent Chairman and CEO Chief Executive Officer APRIL CEE Chief Executive Officer Assurtis (55%) Development (100%) Florent de Bengy Istvan Nemes Chairman of the Executive Board APRIL Polska Chief Executive Officer Medbroker Slawomir Apelski Cetim (100%) Chief Executive Officer Françoise Louberssac Chief Executive Officer
APRIL Contact (100%) Roger Mainguy Chief Executive Officer Legal structure at December 31st 2013
ANNUAL FINANCIAL REPORT 23 MAIN DOCUMENT
1.3.3.1 — Description of main investments ALP Prévoyance APRIL Prévoyance Santé acquired a 34% stake in ALP 1.3.3.1/1 In 2013 Prévoyance on June 11th, 2012, taking its interest in this company’s capital up to 100%. KRAY Holding On April 30th, 2013, AIAP acquired 40% of Kang Rei Vision Conseil An Yuan, a Singapore-based holding. The company is Sano Concept Holding acquired a 46% stake in Vision consolitated on an equity basis as of May 1st, 2013. Conseil on September 18th, 2012, taking its interest in this company’s capital up to 100%. 1.3.3.1/2 In 2012 Creations MediCare On May 24th, 2012, APRIL Mediterranean created Axeria On April 16th, 2012, APRIL acquired 100% of MediCare, Assistance, an insurance company based in Malta.. a wholesale broker specialised in health insurance for expatriates. 1.3.3.1/3 In 2011
APRIL International Asia Pacific Group Terre d’Entreprises On July 10th, 2012, APRIL acquired an 80% stake in On January 3rd, 2011, APRIL acquired 58.72% of Terre Asia Assistance Partners Singapore (AAP), a company d’Entreprises, a training advisory and training company, specialised in medical assistance and medical costs which had been working with APRIL University for management for insurance and assistance companies. several years.
Sogescau Groupe ELCO APRIL Dommages acquired a 2.8% stake in Sogescau on On April 18th, 2011, APRIL acquired a 100% stake in the February 6th, 2012, taking its interest in this company’s ELCO Group, based in Montreal, Canada. This operation capital up to 100%. was backdated to February 1st, 2011, the effective takeover date. Specialized in P&C risks, ELCO has a Judicial direct brokerage and wholesale broker business focused Solucia acquired a 12% stake in Judicial on April 19th, in particular on pleasure boat and truck insurance. 2012, taking its interest in this company’s capital up to 100%. APRIL OGB (now trading as APRIL Polska Broker) APRIL International acquired a 30% stake in OGB on GDA Group subsidiaries March 21st, 2011, taking its interest in this company’s GDA Uruguay acquired: capital up to 100%. – a 1.998% stake in APRIL Assistance Mexico on February 10th, 2012, taking its interest in this company’s ESCAPADE Assurances Voyages capital up to 99.998%; APRIL International acquired a 15% stake in ESCAPADE – a 7.5% stake in APRIL Colombia Assistance (former Assurances Voyages on August 30th, 2011, taking its Coris Colombia) on April 16th, 2012, taking its interest in interest in this company’s capital up to 75%. this company’s capital up to 95%; – a 7.5% stake in APRIL Colombia (former MIC Colombia) GDA Group subsidiaries on April 16th, 2012, taking its interest in this company’s GDA Uruguay acquired: capital up to 95%. – a 12.5% stake in APRIL Colombia Assistance (ex Furthermore, APRIL USA Assistance (former Coris CORIS Colombia) on April 19th, 2011, taking its interest USA, subsidiary of GDA Group) acquired a 0.002% in this company’s capital up to 87.5%; stake in APRIL Assistance Mexico (former Corporacion – a 12.5% stake in APRIL Colombia (ex MIC Colombia) Coris Mexico) on February 10th, 2012. on April 19th, 2011, taking its interest in this company’s capital up to 87.5%; SANO Concept Holding – a 15% stake in APRIL Brasil Turismo (ex CORIS Brazil) APRIL International acquired a 45% stake in Sano taking its interest in this company’s capital up to 100%. Concept Holding on March 8th, 2012, taking its interest in this company’s capital up to 100%. Furthermore, APRIL International acquired a 45% stake in Coram Advantage on July 19th, 2011, taking its interest Score Life Nord Vaudois in this company’s capital up to 95%. SANO Concept Holding acquired a 49% stake in Score Life Nord Vaudois on May 24th, 2012, taking its interest SANO Group subsidiary in this company’s capital up to 100%. SANO Concept Holding acquired a 20% stake in Scorefive on February 3rd, 2011, taking its interest in this APRIL CEE Development company’s capital up to 76%. APRIL International acquired a 20% stake in APRIL CEE Development on May 11th, 2012, taking its interest in this company’s capital up to 100%.
24 ANNUAL FINANCIAL REPORT Creations – Effective management of the functional organization: APRIL created 4 purchase centralization units: GIE this is analyzed within the group around the organization APRIL Office, GIE APRIL Ressources, GIE APRIL and coordination of our distribution channels, the quality Digital and GIE Indemnisation. of the internal control procedures put in place and the suitability of the human and technical resources Furthermore, in 2011: deployed;
– SANO Concept Holding created Tunisia-based SANO – Key person management: within the group, this is Concept Courtage Tunisie, with a 49% interest; built around not only the companies executives, who guarantee the success of its entrepreneurial model, – CORIS International (now trading as APRIL but also the technical experts, who make it possible to International EMEA) created Slovenia-based Orcis, with guarantee a relevant product offer and top grade quality a 85% interest. of service for our customers;
1.3.3.2 — Investments underway – Quality of the relationship with risk carriers: the suitability of insurance and reinsurance cover, the The Company is constantly looking into opportunities for financial soundness of risk carriers and the ability to investments. negotiate the best rates for our customers are central to the issues facing the group in its business as a broker 1.3.3.3 — Future investments and insurer;
The Company is constantly looking into opportunities for – Legal and regulatory compliance: all of the group’s investments. business lines are subject to strict regulations, changes in which represent risk factors which are monitored particularly closely, notably in terms of insurance law, 1.3.4 — Management report company law and accounting and tax standards; these regulations are liable to change and require constant monitoring; See the Management report on page 48 and following. – Image and brand management: ensuring the long- term viability of the group’s image in terms of dynamic 1.3.5 — Issuer risks development, innovation and the ability to offer the best products and services at the best prices on each one The Risk Manager is responsible for the overall of its markets. The innovation process is part of each management of risks within the group. Within this business and integrated into one of the core values of framework, the risk manager has been tasked to identify the group. the main risk factors defined in the APRIL risk repository, including risks relating to businesses and insurance – External growth and international development: the operations, market risks, and legal non-compliance risks. group’s development includes international growth on markets with different cultures and specific features. In this way, the company has carried out a review of the risks that might have a significant adverse impact on its The arrangements launched during the last few years business, financial position or earnings and considers have continued to be rolled out and further strengthened that there are no other significant risks apart from those in order to contribute towards the effective management presented. of the factors identified above. They notably include:
1.3.5.1 — Business-related risks – Information systems: significant software packages were deployed since 2010; these actions were continued 1.3.5.1/1 Identification of factors and links between in 2013 and contribute towards the effective management the business carried out and the risks identified of risks concerning the quality and scalability of the various systems; steering committees are involved in The main issues identified at group level concern managing the deployment of the software packages. (untreated risks before taking into consideration the In addition, the management of the infrastructure and controls put in place): backup arrangements is overseen by a specific team as part of a dedicated entity within the group, on behalf of – Information system quality and scalability: the the various client APRIL companies; information systems involve significant stakes inherent in the group’s business lines; they are managed by a – The functional organization and management of key dedicated group entity focused on securing networks and people are an integral part of the governance framework; infrastructures, as well as developing new management this is also closely linked to the internal control framework, software packages and overhauling certain business as described in Section 2.3.2; applications; – A Technical Department and a group Business Legal
ANNUAL FINANCIAL REPORT 25 MAIN DOCUMENT
Department have contributed for a couple of years to The Risk manager informs and advises the group’s secure technical compliance risks. Both departments executive management, and reports on its missions to have therefore continued in 2013 their securing the Audit Committee. activities. A group compliance manager function carries the missions to ensure compliance with the legislative Each type of risk is subject to a review aimed at assessing and regulatory provisions applicable for the industry in the level of risk and, if necessary, at eliminating, order to limit the risk of irregularities and penalties. This transferring or reducing the residual risk. The company’s function further strengthens the arrangements already managers are responsible for implementing the action in place. The Business Legal Department also oversees plan defined in connection with the audits or mapping the monitoring of regulatory and industry developments processes and an self-assessment of internal control, for the group in order to distribute information among the formally reporting at least once a year during the subsidiaries; Strategic Committee meeting.
– The management of the brand image has a dedicated At the same time, the group internal audit manager committee and is monitored by support structures; in ensures the coherency and efficiency of internal control addition, a group-level Development and Innovation within group companies. He coordinates and controls Department was created in 2012 to facilitate the the activities of all the group’s internal audit players. coordination and monitoring of APRIL’s performance and growth initiatives. This Department has continued An annual audit plan is drawn up, factoring in exposure these actions in 2013 and therefore further strengthened to risks in the various group companies. This plan the arrangements in place for managing the brand and concerns all the companies in the group. know-how; The group’s annual audit plan is defined by the Risk – International activities are overseen by a dedicated Manager in conjunction with the group’s executive central team, covering financial aspects, internal control, management and validated by the Audit Committee. It legal affairs, marketing and development. Furthermore, may also be adapted according to the importance of new the Investment Committee and the Sustainable risk areas identified or any specific requests. Development Committee continue to monitor acquisitions on a post-integration basis. Several types of mission are carried out: cross-business and thematic internal audit procedure optimization Alongside this, the Divisions’ structure was adapted missions, specific audit and control missions, follow-up in line with its activity’s inherent issues thanks to the missions for companies recently incorporated into the continuing integration of business experts and project group, and follow-up missions on previous audits. managers, further strengthening the specialized teams already in place. A written report is drafted along with a synopsis of the recommendations issued further to all such missions. For Follow-up actions are put in place in order to monitor each recommendation, approval from the management changes in these risks in the group’s various business team in the entity being audited is required. divisions, while prevention measures are taken to reduce The audit arrangements include an internal audit charter the group’s exposure. and formalised procedures.
1.3.5.1/2 Risk assessment In 2013, eleven internal audit missions were carried out by the group and seven companies were covered On account of the nature of these issues, it is not possible by internal control deployment / support missions. to make a quantitative assessment. To date, there are no Alongside these audits carried out by the group Risk signs of the risks presented materializing and resulting in Manager, internal audit assignments were planned by material consequences at group level. the divisions and trainings and site meetings dedicated to internal control improvement were performed by the 1.3.5.1/3 Follow-up resources and procedures put group’s divisions or companies. More specifically, these in place training programs followed the release of an integrated software package for compliance risk management in The Risk Manager is responsible for updating the risks the production environment in 2013. In addition, two identified in view of the information available, notably conferences were held on topics contributing towards based on risk mapping interviews, discussions with the risk culture within the group. insurance and brokerage risk professionals, as well as subjects covered by members of the Audit Committee.
The Risk manager also works with the findings and recommendations issued during internal audit assignments carried out in group companies, as well as recommendations from external players (primarily statutory auditors and legal advisers).
26 ANNUAL FINANCIAL REPORT Types of risks covered Breakdown of assignments carried out in 2013
Strategic steering and implementation 4% Management of claims, services and compensation 1% Personnel relations 6% Underwriting 6% General review of internal control 25% Documentation 22% Organizational strategy 6% Fraud, malicious acts and asset protection 21% Other laws and regulations 6% Tax and accounting 3% Tools 4%
Business divisions Breakdown of internal audit and control assignments carried out in 2013
Property and Casualty 25% Health and Personal Protection 40% International (mobility/assistance) 30% Protection and Legal Services 1% GIE and other 3%
In addition, about 40 companies conducted an internal liquidity (€85,566,000 in net cash and cash equivalents on control self-assessment exercise in 2013, as presented the consolidated balance sheet). in Section 2.3.2.2/2. Contractual compliance audits were The group’s financial debt comprises mainly various also carried out by the Business Legal Department and bank borrowings for €70,000 and €3,345,000 in financial technical audits by the Technical Department in addition liabilities resulting from commitments to buy out minority to the elements outlined above. interests.
The group tax officer and the group technical officer also The group’s cash assets, excluding current bank borrowings, conducted targeted audit assignments in the subsidiaries are invested in full in short-term financial investments throughout the year. (€42,963,000 at December 31st, 2013) through a dedicated “monetary equivalent” UCITS (APRIL Trésorerie). It also Furthermore, an entity from the Property and Casualty had €107,848,000 in term accounts opened with first-rate Division with its own internal audit structure has carried French banks, covered by flexible liquidity clauses and out assignments supplementing the statistics given classed as HFT financial investments. above based on its annual audit plan. Insurance companies 1.3.5.2 — Market risks One of the basic functions of the insurance business involves investing premiums received from clients with a 1.3.5.2/1 Link between the business and the risks view to settling any future claims. identified Asset management, i.e. the choice of asset class and APRIL’s business is based around two key areas with securities, is therefore a crucial element of Insurance significantly different approaches to market risks: companies business. With a view to improving effective brokerage, which does not expose the group to market market risk management and the suitability in relation risks, and insurance companies, for which market risk to internal constraints, asset management has been management represents one of their core businesses. insourced again in 2009 for the insurance companies and entrusted to a dedicated entity within the group (GIE Brokerage APRIL Asset Management). Through its activity and financial model, where cash-flow generates a negative working capital requirement, the The management of assets and liabilities makes it brokerage business enables the group to achieve a very possible to maximize the match between the rate of low level of debt (total financial liabilities of only €3,414,000 future payments and the investment of these premiums on the consolidated balance sheet) and a very high level of in various categories of assets.
ANNUAL FINANCIAL REPORT 27 MAIN DOCUMENT
1.3.5.2/2 Risk assessment
At December 31st, 2013, APRIL, through its insurance had a portfolio of financial investments worth some subsidiaries (mainly Axeria Prévoyance and Axeria Iard), €664,147,000 with the following breakdown:
Unrealized capital e’000 Market value * % Historical cost gains or losses Bonds 244,269 37% 233,101 11,168 Bonds UCITS 31 0% 19 12 Total Bonds 244,300 37% 233,120 11,180 Equities 0 0% 0 0 Equity UCITS 43,094 6% 37,677 5,417 Total Equities 43,094 6% 37,677 5,417 Other 29,909 5% 30,588 -679 Monetary 346,844 52% 347,479 -635 TOTAL PORTFOLIO 664,147 100% 648,864 15,283 Of which Axeria Prévoyance 343,775 52% 331,559 12,216 Of which Axeria Iard 104,852 16% 102,013 2,839 Of which APRIL SA (term accounts) 107,848 16% 107,848 0 Of which other companies 107,671 16% 107,444 227
*Cf. Note 3.1.18 to the consolidated accounts presenting the valuation method for financial investments.
Liquidity risk The company has carried out a specific review of its satisfactory distribution of risks. These UCITS are based liquidity risk and considers that it is in a position to cover on shares from various sectors – banking, insurance, its coming repayments. mass retail, cosmetics, industry, etc. – primarily On account of the group’s asset-liability management covering Europe, including France. To select these approach, this risk is not significant. funds, APRIL is assisted by Morningstar, a renowned investment consultancy specialized in institutional asset Equity risk management. The group’s insurance companies have invested 6% of their portfolios on the equities market, while the French At December 31st, 2013, this fund’s equities market bank and insurance supervisory authority (Autorité de exposure represented 60.4%, which means that the Contrôle Prudentiel) sets the limit at 65% of regulated APRIL portfolio’s actual exposure to the equities assets. The companies have therefore a highly cautious markets comes to only €26,029,000 (representing 3.9% asset allocation in relation to regulatory environment. of assets).
Investments in equities are concentrated in a dedicated The following table presents a detailed breakdown of the UCITS (APRIL Equity Flexible), which is a fund of portfolio’s equity risk exposure by region at December funds and therefore invests in other UCITS, enabling a 31st, 2013:
E Q U I T Y R I S K E X P O S U R E B Y R E G I O N Europe North America Others Total (e’000)
Equity
Equity UCITS 24,326 65 1,637 26,029 TOTAL PORTFOLIO 24,326 65 1,637 26,029 % 93.5% 0.3% 6.3% 100%
28 ANNUAL FINANCIAL REPORT Foreign exchange risk All of APRIL’s portfolio is invested in euros, but there The following table presents the portfolio’s exposure to may be an indirect foreign exchange risk on account of currency market risks as at December 31st, 2013: the underlying resources (notably equity UCITS where risk is not totally hedged).
FOREIGN EXCHANGE RISK EXPOSURE Total % (e’000) Financial assets denominated in EUR 653,295 98.4% Financial assets denominated in GBP 2,840 0.4% Financial assets denominated in USD Financial assets denominated in other currencies 8,011 1.2% TOTAL PORTFOLIO 664,147 100%
Interest rate risk APRIL’s portfolio is made up primarily of bonds. As such, bonds and a cash-flow risk on coupons for variable-rate it is exposed to an interest rate risk. More specifically, bonds. this concerns a fair value impairment risk for fixed-rate
Dec 31st, 2013 Dec 31st, 2012
Impact Impact on Impact on Impact Impact on Impact on Sensitivity of financial assets to interest rate risk on fair consolidated shareholders on fair consolidated shareholders value income equity value income equity Before financial instrument hedging Change of +/- 1% in the risk-free rate 7,446 -308 7,446 8,466 -330 8,466 Of which financial instruments exposed to fair value risk 7,446 7,446 8,466 8,466
Of which financial instruments exposed to cash-flow risk -308 -330 After financial instrument hedging Change of +/- 1% in the risk-free rate 7,446 -308 7,446 8,466 -330 8,466 Of which financial instruments exposed to fair value risk 7,446 7,446 8,466 8,466
Of which financial instruments exposed to cash-flow risk -308 -330
The following table presents the portfolio’s interest rate risk exposure at December 31st, 2013 by maturity:
INTEREST RATE RISK EXPOSURE BY MATURITY < 1 year < 2 year < 3 year < 4 year < 5 year > 5 year TOTAL (e’000) Bonds exposed to fair value risk 27,916 21,658 32,202 31,063 21,503 79,237 213,579 Bond UCITS exposed to fair value risk 31 31 Derivative assets exposed to fair value risk Other financial assets exposed to fair value risk Financial instruments exposed to fair value risk 27,916 21,658 32,202 31,063 21,503 79,268 213,610 Bonds exposed to cash-flow risk 14,656 16,035 30,691 Bond UCITS exposed to cash-flow risk Derivative assets exposed to cash-flow risk Other financial assets exposed to cash-flow risk Financial instruments exposed to cash-flow risk 14,656 16,035 30,691 TOTAL PORTFOLIO 42,572 21,658 32,202 31,063 21,503 95,303 244,300 % 17.4% 8.9% 13.2% 12.7% 8.8% 39% 100%
ANNUAL FINANCIAL REPORT 29 MAIN DOCUMENT
Credit risk are rated at least AA by Moody’s and/or Standard & APRIL is exposed to a credit risk through the issuers of Poor’s). bonds held in its portfolio. However, this risk is limited thanks to the stringent The following table presents a breakdown of the bond selection of issuers (58.5% of issuers for bond assets portfolio at December 31st, 2013 by issuer rating:
CREDIT RISK EXPOSURE BY ISSUER Under RATING (1) N.D. AAA AA A BBB TOTAL BBB (e’000)
Bonds exposed to credit risk 84,517 58,489 47,373 53,664 226 244,269
Bonds UCITS exposed to credit risk 31 31
TOTAL BOND PORTFOLIO 31 84,517 58,489 47,373 53,664 226 244,300
% 0% 34.6 % 23.9 % 19.4 % 22 % 0.1 % 100 %
(1) Moody’s and/or Standard & Poor’s (long-term) rating.
Furthermore, APRIL’s portfolios do not include any CDO, is recognized: nearly 96% of reinsurance transfers are ABS or other securitization vehicles. carried out with reinsurers that are rated at least A by Standard & Poor’s. APRIL is also subject to a credit risk through reinsurers, to which companies transfer a significant part of the risks on their insurance policies. The group only works At December 31st, 2013, the breakdown of reinsured with a restricted number of reinsurers whose solvency premiums by reinsurer rating was as follows:
BREAKDOWN OF PREMIUMS CEDED BY Under N.D. AAA AA A BBB TOTAL REINSURER RATING (1) BBB
% of premiums ceded 0.5% 61.5% 34.1% 3.9% 100%
(1) Standard & Poor’s (long-term) rating.
Sensitivity of the securities portfolio 1.3.5.2/3 Follow-up resources and procedures put in place Fixed-income markets On a regular basis, i.e. every quarter, a report presenting With a view to improving effective market risk the sensitivity of the portfolio and liabilities to changes in management and the suitability in relation to internal interest rates is submitted to the supervisory authorities. constraints, asset management has been insourced again for the insurance companies and entrusted to At December 31st, 2013, the average sensitivity of a dedicated entity within the group (GIE APRIL Asset APRIL’s bond portfolio to changes in interest rates came Management). out at 3.05 (3.28 at December 31st, 2012) and if we factor in the entire portfolio (including equities and other Within the framework of this management, limits are assets), this drops to 1.12 (1.38 at December 31st, 2012). set in terms of the percentage of the portfolio that may be invested on various bond and equity resources This means that if interest rates go up by 1% in absolute (dispersion ratios, concentration ratios, restrictions in value (e.g. if they rise from 2% to 3%), the APRIL terms of issuer ratings, etc.). portfolio’s value will decrease by 1.12%. In addition, the French Insurance Code, which governs insurance companies, also sets investment caps. Equity markets The equity portfolio is sensitive to an upturn or downturn GIE APRIL Asset Management, overseen by the group on the financial markets for shares. Finance Department, is responsible for analyzing the macroeconomic environment, defining and implementing In this respect, and in light of the portfolio’s makeup, the the investment policy in line with internal constraints, risk on the equity portfolio can be assimilated with the monitoring the portfolios and managing the financial risk on the main financial market indexes such as the risks effectively. EUROSTOXX 50. In this way, a 10% reduction in the EUROSTOXX 50 index would result in a €2,603,000 Thanks to comprehensive reports provided by this entity, reduction for the entire APRIL portfolio. notably including accounting elements (inventory, book income, unrealized capital gains or losses, etc.) and a
30 ANNUAL FINANCIAL REPORT summary of performances and various levels of exposure increasingly strict demands, whether in terms of to the markets, the financial portfolio is monitored on a insurance intermediation or specific regulations monthly basis. governing insurance companies. In this context, the Business Legal Department oversees all issues relating 1.3.5.3 — Legal risks to the insurance business.
1.3.5.3/1 Links between the business carried out The Legal and Tax Department and the Business Legal and the risks identified Department are grouped together within the Company Secretary’s Office, which coordinates all their actions. The legal policy, notably in terms of corporate law, stock The Internal Control and Audit Department is part of the markets, tax optimization and monitoring, is overseen by Executive Office. the APRIL Legal Corporate and Tax Affairs Department. 1.3.5.3/2 Risk assessment Risks relating to the business are identified in connection with the internal control procedure, liaising with the Audit Provisions have been booked for any significant disputes and internal control Department, as presented page 88 based on the best possible estimates in view of the of the Financial report. elements available at the close of accounts.
The group’s activities are heavily regulated at national and European level. These regulations establish Provisions for contingencies and losses
Other (of which BREAKDOWN OF December 31st, Changes reclassification December 31st, PROVISIONS Increase Decrease 2012 in scope and translation 2013 (e’000) differences) Provisions for disputes 4,049 3,627 -1,157 -65 6,454 Provisions for pensions 2,866 818 -1,327 -259 2,098 Other provisions for 11,168 3,419 -3,163 -565 10,859 contingencies TOTAL PROVISIONS FOR CONTINGENCIES 18,083 7,864 -5,647 -889 19,411 AND LOSSES
The main actuarial assumptions retained as group all proceedings which the Company is aware of, are standards for determining provisions for retirement pending or are threatened, which are likely to have or benefits are as follows: have had a material impact on the financial position or profitability of the company or group during the last 12 – Discount rate: 3.10% months. – Rate of increase in salaries: 2.00% – Rate of inflation: 1.00% In addition, the new parameters resulting from the pensions reform have been incorporated into the Provisions for disputes primarily correspond to disputes calculation of provisions. linked to the operational activities of APRIL group companies, none of which represent a significant amount The application of IAS 19 (revised) has not led to any on their own. changes in the opening amount of the net commitment To the best of our knowledge, there are no other for pensions. The following table presents the changes government, judicial or arbitration proceedings, including in net provisions over 2013:
Other (of which Current Sub-total Other Dec 31st, Financial Termination reclassification Dec 31st, In (e’000) service net comprehensive 2012 costs costs and translation 2013 costs expenses income items differences) (1) Total commitment 7,780 657 222 879 -80 -1,205 -302 7,073 Externalised - 4,914 - 147 - 147 87 - 4,974 commitment TOTAL PROVISIONS FOR 2,866 657 74 732 7 - 1,205 -302 2,098 RETIREMENT
(1)Of which €246,000 of reclassification from provisions for retirement to provisions for contingency and losses
ANNUAL FINANCIAL REPORT 31 MAIN DOCUMENT
1.3.5.3/3 Follow-up procedures and resources in 1.3.5.4 — Industrial and environmental risks place On account of the nature of its activity (insurance Meanwhile, the legal developments impacting our services), the group is not concerned by such risks. business are specifically tracked by divisions’ or companies’ operational legal departments, in relation 1.3.5.5 — Risk insurance and coverage with the Company Secretary’s Office. Specific insurance programs have been put in place for In accordance with regulations, the operational activities the needs of APRIL companies. The types of policies of group companies are covered by a broker civil concerned are as follows: liability policy, extended to include banking and financial prospecting activities. The legal departments in the – Civil liability for corporate executives; various group companies are responsible for constantly – Broker professional liability; checking the suitability of coverage in view of changes – Financial guarantee; in their companies’ activities, coordinating with and – Banking and financial prospecting liability; overseen by the group’s Business Legal Department. – Universal office risks; – Insurance and assistance for the group’s vehicle fleets; As far as intellectual property-related risks are – Insurance for the use of personal vehicles on concerned, and further to the inventory of brands and assignments; internet domain names drawn up in 2005, further work – Supplementary health and personal protection. has been carried out on registrations and filings both in France and at international level. The Business Legal Department, in relation with technical experts, carries out regularly an analysis of the Most filings are centralized with service providers that main insurance policies taken out by group companies in have been referenced by APRIL in order to ensure the order to ensure that the cover in place was sufficient and most effective protection possible. Administrative follow- adapted to their activities. up is centralized by the group Legal and Tax Affairs Department. All of the abovementioned policies have been taken out with companies outside of the group, except for the To the best of the issuer’s knowledge, there are no personal protection program, which has been taken out other disputes at December 31st, 2013 apart from those with Axeria Prévoyance. presented above which could significantly affect the financial position, net asset, activity or profitability of the company.
32 ANNUAL FINANCIAL REPORT PART 1.4
NET WORTH – FINANCIAL POSITION – EARNINGS
1.4.1 — Significant changes in the 1.4.2 — APRIL consolidated and financial position or commercial statutory financial statements at situation December 31st, 2013
There are no significant changes to report in the financial 1.4.2.1 — Audited financial statements for the last position or commercial situation of the APRIL or its three years companies since the previous publication of financial statements. See the statutory financial statements for APRIL at December 31st, 2013, page 168 and following.
1.4.2.2 — Comptes consolidés
The consolidated financial statements for APRIL at December 31st, 2013 are presented page 102 and following.
ANNUAL FINANCIAL REPORT 33 MAIN DOCUMENT
EARNINGS December 31st, 2013 December 31st, 2012 (e’000)
REVENUES 778,577 773,515 Other operating income 27,454 26,517 Financial income net of charges and excluding cost of debt 17,203 23,048 TOTAL INCOME FROM ORDINARY ACTIVITIES 823,234 823,080 Insurance underwriting expenses -237,738 -239,855 Income or expenses net of reinsurance cessions -5,343 -4,742 Other purchases and external expenses -237,209 -240,621 Tax -28,424 -25,886 Personnel costs -192,276 -185,334 Depreciation allowance -11,924 -13,319 Provisions -15,288 -12,780 Other operating income and expenses -8,491 -7,730 EBIT 86,541 92,813 Change in goodwill -4,428 Other operating income and expenses -1,601, 157, OPERATING INCOME 84,940 88,542 Financial expenses -12 -59 Share in affiliated companies Tax charge -32,289 -35,559 NET INCOME FROM CONTINUING OPERATIONS 52,639 52,924 Net income of discontinued activities -1,019 598 CONSOLIDATED NET INCOME 51,620 53,522 Minority interests 586 112 NET INCOME (GROUP SHARE) 51,035 53,410
EARNINGS FROM CONTINUING OPERATIONS PER SHARE 1.30 1.31 DILUTED EARNINGS FROM CONTINUING OPERATIONS PER SHARE 1.28 1.28
EARNINGS PER SHARE 1.26 1.32 DILUTED EARNINGS PER SHARE 1.24 1.29
CONSOLIDATED NET INCOME 51,620 53,522 Items that may be reclassified to profit or loss Profits and losses resulting from the translation of financial statements of foreign operations -3,255 983 Profits and losses relating to the revaluation of available-for-sale financial assets -165 15,760 Other restatements Tax relating to other comprehensive income items 57 -5,428 Reclassification adjustments net of tax -977 -160 Items that will not be reclassified to profit or loss Actuarial gains and losses on post-employment benefits 1,204 Income tax relating to items that will not be reclassified -412 TOTAL INCOME AND EXPENSES RECOGNIZED DIRECTLY THROUGH EQUITY -3,548 11,155 TOTAL COMPREHENSIVE INCOME 48,072 64,677 Minority interests in total comprehensive income 511 57 Total comprehensive income group share 47,561 64,620
34 ANNUAL FINANCIAL REPORT ASSETS December 31st, 2013 December 31st, 2012 (e’000) Net assets Net assets
Goodwill 219,876 224,543
Other intangible fixed assets 45,944 38,823
Tangible assets 14,270 15,899
Investment properties 179 184
Associates and non consolidated investments 272 0
Financial investments 664,147 611,402
Transferee and retrocession share in underwriting provisions and financial liabilities 200,087 190,508
Deferred tax assets 11,364 12,397
Other assets 5,832 5,065
FIXED ASSETS 1,161,971 1,098,821
Receivables from insurance operations or reinsurance accepted 51,958 33,778
Receivables from cession operations on reinsurance 107,274 81,910
Trade receivables 146,233 135,973
Tax receivables due 5,055 4,435
Other receivables 25,869 42,329
Cash and cash equivalents 101,999 116,772
CURRENT ASSETS 438,388 415,197
SUB-TOTAL ASSETS 1,600,359 1,514,018
Assets classified as held for sale
TOTAL ASSETS 1,600,359 1,514,018
ANNUAL FINANCIAL REPORT 35 MAIN DOCUMENT
LIABILITIES December 31st, 2013 December 31st, 2012 (e’000)
Share capital 16,362 16,362
Paid-in capital 12,839 12,839
Consolidated reserves 469,357 428,130
Earnings for the period 51,035 53,410
Foreign currency adjustments 682 3,794
GROUP SHAREHOLDERS’ EQUITY 550,275 514,535
Minority interests 910 1,067
TOTAL SHAREHOLDERS’ EQUITY 551,185 515,602
Underwriting provisions for insurance policies 519,609 496,993
Provisions for contingencies and losses 19,411 18,083
Deferred tax liabilities 6,144 9,573
Financial debt 3,414 3,256
NON-CURRENT LIABILITIES 548,578 527,905
Current bank borrowings 16,433 11,238
Liabilities from insurance operations or reinsurance accepted 20,140 12,785
Liabilities from reinsurance operations ceded 129,457 112,338
Operating liabilities 220,982 217,497
Tax liabilities due 8,458 12,906
Other liabilities 105,126 103,747
CURRENT LIABILITIES 500,596 470,511
SUB-TOTAL LIABILITIES 1,600,359 1,514,018
Liabilities classified as held for sale
TOTAL LIABILITIES 1,600,359 1,514,018
1.4.2.3 — Earnings 1.4.2.5 — Cash-flow statement: source and use of funds See management report page 48 and following, and the earnings for the last five years, page 80. See the statutory financial statements for APRIL at December 31st, 2013, page 168 and following. 1.4.2.4 — Total and per share dividends for the last three years
See management report, page 48.
36 ANNUAL FINANCIAL REPORT 1.4.3 — Group fees for Statutory Auditors and members of their network
Mazars Deloitte Other Amount (excl. Amount (excl. Amount (excl. % % % VAT, €’000 VAT, €’000 VAT, €’000
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 Audit Statutory auditing, certification, review of individual and consoli- dated financial statements:
Issuer 41 41 4% 3% 41 41 16% 22% Fully consolidated subsidiaries 829 913 84% 77% 205 141 81% 76% 11 11 100% 100% Other audits and services directly linked to statutory auditing mission*:
Issuer 7 3% Fully consolidated subsidiaries 116 236 12% 20% SUB-TOTAL 986 1,190 100% 100% 253 182 100% 98% 11 11 100% 100% Other services provided by networks to fully consolidated subsidiaries: Legal, tax, social 4 2% Other (indicate if > 10% of audit) SUB-TOTAL 4 TOTAL 986 1,190 100% 100% 253 186 100% 100% 11 11 100% 100%
*The other reviews and services linked directly to the statutory auditing assignment carried out by Mazars correspond primarily to due diligence assignments performed in connection with the group’s external growth.
ANNUAL FINANCIAL REPORT 37 PARTMAIN DOCUMENT 1.5
CORPORATE GOVERNANCE
1.5.1 — Make-up and operating procedures of administrative and management bodies
1.5.1.1 — Make-up of administrative and management bodies at December 31st, 2013
Board of Directors
Number Date of first Date Directors Age Main function of APRIL appointment appointed or Office ending shares held (****) reappointed
Chairman and CEO of 2016 AGM to approve Bruno Rousset 57 years old 26,020,515 (*) 28/08/2007 18/04/2013 APRIL 2015 financial statements Executive Board member of Hannover Re 2016 AGM to approve André Arrago 63 years old 400 28/08/2007 18/04/2013 Executive Board member of 2015 financial statements E+S Rückversicherung AG CEO of Kedge Business 2016 AGM to approve Bernard Belletante (**) 60 years old 750 28/08/2007 18/04/2013 School 2015 financial statements Bruno Bonnell 2016 AGM to approve 55 years old Chairman of Robopolis 1 21/04/2011 18/04/2013 2015 financial statements Chiara Corazza (***) CEO of Paris Ile de France 2016 AGM to approve 54 years old 200 26/04/2012 26/04/2012 Capitale Economique 2015 financial statements Florence Durousseau Health Insurance Director of 2016 AGM to approve 44 years old 200 18/04/2013 18/04/2013 (***) Munich Ré 2015 financial statements Founder of 2016 AGM to approve Dominique Druon (***) 49 years old 325 18/04/2013 18/04/2013 Aliath consultancy 2015 financial statements 2016 AGM to approve Philippe Marcel (***) 60 years old Chairman of MG Fil Conseil 2 070 28/08/2007 18/04/2013 2015 financial statements Vice-Chairman of APRIL's 2016 AGM to approve Jean-Pierre Rousset 65 years old 355 23/04/2009 18/04/2013 Board of Directors 2015 financial statements Dominique Takizawa VP Corporate Affairs at 2016 AGM to approve 57 years old 500 04/03/2010 26/04/2012 (***) Mérieux Institute 2015 financial statements Chairman of Handicap 2016 AGM to approve Jacques Tassi (***) 66 years old 500 21/04/2011 18/04/2013 International 2015 financial statements Founder and chief executive 2016 AGM to approve Isabelle Vidal (***) 50 years old 1 18/04/2013 18/04/2013 of Wanimo 2015 financial statements
(*) Of which 26,020,505 held by Evolem 100% owned by Bruno Rousset.
(**) In accordance with Article 3 of the Board of Directors’ Internal Regulations, Bernard Belletante was no longer considered to be an independent member at December 31st, 2013 as he had been in office for longer than 12 years.
(***) Independent Directors.
(****) For reference, the general meeting on August 28th, 2007 changed the Company’s means of administration and management by adopting the structure based on a Board of Directors (instead of the Executive and Supervisory Board structure). At this time, it appointed certain members of the Board of Directors for the first time. Certain directors held positions as corporate officers in the Company’s governance bodies (Supervisory Board and Executive Board) prior to the general meeting on August 28th, 2007.
38 ANNUAL FINANCIAL REPORT The terms of office of Mr Jean-Claude Augros and appointed Director of International Affairs, negotiating Mr Guy Rigaud as directors ended following the general and developing numerous agreements for cooperation meeting on April 18th, 2013. with the main capital regions around the world. In view of her international expertise, she was called up The corporate officers are domiciled at the company’s alongside Claude Bébéar in 1999 to promote Paris’ registered office for the purposes of their corporate candidacy for the 2008 Olympic Games. Since 2002, offices. she has been Managing Director of the Greater Paris Investment Agency, the agency responsible for attracting The management experience and expertise of each international investors and improving the appeal of member of the Board of Directors is detailed below: France.
Bruno Rousset has a degree in management and Dominique Druon is a UTC engineering graduate and marketing and also graduated from the Centre de ESSEC-certified administrator. After 20 years with Perfectionnement aux Affaires de Lyon. In 1979, he joined Altran, a listed multinational with 17,500 staff, specialized the Lyons-based retirement and personal protection in innovative technologies, in executive management group UPESE (Union de Prévoyance des Entreprises du positions for the group, France, UK, USA and Middle Sud-Est) as head of personal protection, then Deputy East, in 2011 she founded Aliath, a governance and Director. In 1988, he founded APRIL, within which he strategy consultancy for intermediate-sized companies acts as Chairman and Chief Executive Officer. He is also and SMEs. Chairman of ISFA (French institute for insurance and financial sciences) and Chairman of the Board of IAE Florence Durousseau is an ISFA actuary and a chartered (Ecole Universitaire de Management). member of the French actuaries institute. After eight years with GAN as group insurance underwriting André Arrago has a degree from the French institute for manager, she worked as an actuary for three years at insurance and financial sciences, in addition to a degree Annuity & Life Re in Bermuda. She then spent seven in actuarial studies. In 1985, he joined Hannover Re as years as head of research and reinsurance at Quatrem head of non-life for countries from Latin America and Assurances Collectives. Since 2010, she has been head the Arab world. Since 2001, he has been a member of personal insurance and a member of the management of Hannover Re’s Executive Board and extended his committee of the French branch of Munich Ré. responsibilities as head of non-life virtually worldwide, except for USA/Canada/UK and Germany/Switzerland/ Philippe Marcel graduated from EM Lyon, and joined Austria/Italy. Ecco Travail Temporaire in 1981. In 1990 he became Chief Executive Officer of Interecco, holding company Professor Bernard Belletante is Chief Executive Officer for all Ecco group European subsidiaries outside and Dean of Kedge Group Business School Association. France. In 1996, following the merger of Adia and Ecco, Professor in Finance, he is President of the Chapter of he became Chairman and Chief Executive Officer of the French Business Schools, President of the Mediterranean newly created Adecco Group for France, overseeing a management schools network (RMEM) and Altarès’ region grouping together Ireland, the UK, Morocco and Scientific Board, and Vice-President of the Economic South Africa. Then, in 2001, he became the Adecco Cooperation for Mediterranean and Orient Organization. France Group’s non-executive Chairman and Director Before joining Euromed Management in 2002, which of Adecco SA until 2008. He is also Chairman of the became Kedge BS after the merger of Euromed Supervisory Board of Novalto. Management and Bordeaux Management School in July 2013, he was Dean of EM Lyon (France). He graduated Jean-Pierre Rousset graduated in law and journalism. from the Cachan Ecole Normale Supérieure and has a After numerous experiences as head of communications PhD in economics from Lyon II University and a PhD and in large international corporations, he created his own Habilitation in management from Lyon III University. consulting firm. In 1995 he merged his company with Burson-Marsteller, of which he became Chairman Bruno Bonnell is a CPE engineer and graduated and Chief Executive Officer, and then Vice Chairman from Paris Dauphine University. He co-founded the for Europe. In 2003, he became Chairman of TBWA/ infogrames/atari videogames group, as well as Infonie, Corporate, then co-founded the Elan agency in 2008. the first internet service provider for consumers, and From end 2008 to December 2010, he was appointed Robopolis, Europe’s leading service robotics company. Chairman and Chief Executive Officer of APRIL He is Chairman of the Board of Directors of EM Lyon. He Entreprise. He was appointed Vice-Chairman of APRIL’s has been appointed as the French government’s federal Board of Directors in December 2010. representative for the digital family. Dominique Takizawa is an HEC graduate and has a Chiara Corazza is a Doctor of Law and Political postgraduate DECF in accounting and finance. Since Sciences graduate. She is fluent in five languages. 2006, she has been VP Corporate Affairs at the Mérieux After arriving in France in 1985, she was appointed Institute. She joined the Mérieux group in 2001 as its to the office of the president of the Greater Paris VP Corporate Affairs. She has notably been involved in Region, where she notably set up Metropolis, World the group’s strategic development, particularly during Association of the Major Metropolises. In 1992, she was merger-acquisition operations, as well as in terms
ANNUAL FINANCIAL REPORT 39 MAIN DOCUMENT
of relations with shareholders, investors and market – Philippe Marcel (Chairman); transactions. She also supported the initial public – Bernard Belletante(*); offering of the company bioMérieux. She was previously – Bruno Bonnell; Chief Financial Officer of various companies – Pasteur- – Dominique Druon; Mérieux Connaught (now Sanofi Pasteur), Rhône – Jean-Pierre Rousset; Mérieux/Mérial, etc. – particularly when they were – Bruno Rousset; undergoing major strategic developments. – Jacques Tassi.
Jacques Tassi, a chartered accountant and ESC Nice It is responsible for addressing major strategic graduate, spent 23 years at Ernst & Young, where he and organizational issues in the company (group held various positions, including Chief Executive Officer. culture, human resources policy, governance rules, He now splits his time primarily between providing compensation principles, CSR policy and analysis of strategic support for a portfolio of SMEs and chairing customer surveys). It reports to the Board of Directors the Handicap International Federation. and leads to management actions.
Isabelle Vidal is an EM Lyon graduate. Following six The Sustainable Development Committee is chaired by years in international marketing in the luxury sector, she Philippe Marcel, an independent director. spent six years setting up and developing specialized distribution networks, leaders on the French perfumes The Strategic Committee held three meetings over the and fragrance market. Since 2002, she has founded last fiscal year. It includes the Chairman and CEO and and managed the online pet store Wanimo.com and, by eight Directors, of whom four are independent: transforming this start-up into the market leader, she has become an online sales and internet specialist. – Jacques Tassi (Chairman); – Bernard Belletante(*); The other offices of APRIL Directors are presented in – Bruno Bonnell; the management report (Page 48 and following). – Chiara Corazza; – Dominique Druon; To the best of the company’s knowledge, the only family – Philippe Marcel; ties between members of the Board of Directors are – Jean-Pierre Rousset between Bruno Rousset and Jean-Pierre Rousset, who – Bruno Rousset; are brothers. – Isabelle Vidal.
1.5.1.2 — Administrative and management body Its mission is to support the management team with operations defining the multiyear strategy and any changes to strategic choices, in addition to conducting reviews with See paragraph 1.5.1.3 on negative statement regarding management to monitor the implementation of action conflicts of interest. plans.
Board of Directors The Strategic Committee is chaired by Jacques Tassi, Number of Board of Directors meetings during the fiscal an independent director. year just ended: four. The APRIL Board of Directors handles all the assignments The Audit Committee held five meetings over the last defined by law. It is also intended, thanks to the presence fiscal year. This Committee is made up of three directors, of several independent Directors on the Board, as a two of whom are independent as defined by the Board’s system of warning, criticism and recommendation. bylaws;
During the fiscal year just ended, the Board of Directors – Dominique Takizawa (Chairman); addressed the following main issues in addition to those – André Arrago; provided for under the law and regulations in force: – Florence Durousseau.
– Reviews looking into the general rollout of After asking for his office as a member of the Audit supplementary health; Committee to not be renewed, Bernard Belletante left – Reviews looking into the growth plan and the the Audit Committee following the session on June 27th, corresponding action plans; 2013. – Presentation of the group’s five priorities for 2013. The Audit Committee is responsible for monitoring: Structure and operations of the Board of Directors’ Committees: – The process for the preparation of financial information;
The Sustainable Development Committee held four meetings over the last fiscal year. It includes the (*) In accordance with Article 3 of the Board of Directors’ Internal Regulations, Chairman and CEO and six Directors, of whom three are Bernard Belletante was no longer considered to be an independent member at independent: December 31st, 2013 as he had been in office for longer than 12 years.
40 ANNUAL FINANCIAL REPORT – The efficiency and effectiveness of internal control and The Directors enable APRIL to benefit from their risk management systems; expertise and experience relative to the topics described in Section 1.5.1.2 such as strategy, external growth, – The legal auditing of the accounts by the statutory human resources and risk management. The various auditors; offices held by Directors, as presented below, attest to the experience built up by these members. – The independence of the statutory auditors. In addition, corporate officers comply with the regulatory Taking advantage of the exemption mechanism provided conditions in force relative to insurance brokerage. for under Article L.823-19 of the French commercial code, this committee serves as the Audit Committee for the To the best of the company’s knowledge and on the date group’s insurance companies. of drawing up the present document, no arrangements or agreements had been concluded with the main This Committee is chaired by Mrs. Dominique Takizawa, shareholders, clients or suppliers under which any of the independent Director. Directors or the CEO has been selected in this capacity.
The group’s Investment Committee reviews proposals To the best of the company’s knowledge and on the prior to any acquisitions of companies or equity interests, date of drawing up the present document, none of the activity creation, material investment in a company or Directors nor the CEO had agreed to any restrictions divestment. On such projects, it takes the final decisions concerning the disposal of their interest in the company’s in the last resort. Minutes presenting the Investment capital. Committee’s decisions are provided to the members of the Board of Directors. A set of bylaws has been drawn A service delivery agreement between the company up, presenting this Committee’s operations. In 2012, the INSIGN Communications, controlled by the company Investment Committee did not meet in the past fiscal Evolem, and GIE ABDC, the economic interest group year. controlled by the company APRIL, was authorised by the Board of Directors on December 8th, 2011, with effect The Chairman and CEO of APRIL is a member of this from January 1st, 2012, for a period of 36 months. Committee, as Chairman. The Board of Directors has appointed the following as its representatives on APRIL’s This service involves providing APRIL with support in Investment Committee who are all independent as the following areas: defined by the Board’s bylaws (excepted Bruno Rousset – Group’s corporate communications (publications, and Bernard Belletante): corporate press relations, PR, internet site, etc.);
– Bernard Belletante(*) ; – Brand strategy and coordination for the APRIL group – Chiara Corazza ; and all its subsidiaries; – Dominique Takizawa ; – Jacques Tassi ; – Coordination and management of press relations for – Bruno Rousset. the APRIL group and all its subsidiaries.
1.5.1.3 — Specific information on corporate officers This agreement is presented in the statutory auditors’ special report on regulated agreements and commitments Over the last five years, to the best of the company’s on page 201 and following. knowledge and on the date of drawing up the present document, none of the Board of Directors members: To the best of the company’s knowledge and on the day when the present document was drawn up, there – Have been convicted of fraud; were no other contracts between the members of administrative or executive bodies and the issuer or any – Have been associated with a bankruptcy, sequestration of its subsidiaries providing for benefits to be awarded or liquidation; under such an agreement.
– Have been incriminated in or been officially sanctioned To the best of the company’s knowledge and on the day by statutory or regulatory authorities; when the present document was drawn up, no conflicts of interest had been identified between the duties of – Have been prevented by a court for serving as a each member of the Board of Directors and the executive member of an administrative, management or Board of management team in relation to the company in their Directors or from managing or conducting the business capacity as corporate officers and their private interests of an issuer. or other duties.
(*) In accordance with Article 3 of the Board of Directors’ Internal Regulations, Bernard Belletante was no longer considered to be an independent member at December 31st, 2013 as he had been in office for longer than 12 years.
ANNUAL FINANCIAL REPORT 41 MAIN DOCUMENT
Terms-of-office for each corporate officer over the 1.5.2.4 — Loans and pledges to Directors Board last five years: members
See Management report page 48 and following. N/A. 1.5.3 — Employee profit-sharing schemes 1.5.2 — Executive interests in the company’s share capital 1.5.3.1 — Optional and mandatory profit-sharing agreements See section 1.2.3. page 14. APRIL wants all employees to be associated with its 1.5.2.1 — Corporate officers’ compensation growth by giving them an interest in its income in order to create heightened awareness of the community of See Management report page 48 and following. interests that exists within the company and improve levels of individual and group performance. 1.5.2.2 — Information on stock options and warrants attributed to corporate officers The current agreement gives rights to employees in respect of the three fiscal years starting January 1st, 2012 See Management report page 48 and following. through December 31st, 2014.
1.5.2.3 — Regulated agreements The amount for profit-sharing is determined in line with a set of criteria for performance based on the quality See the special Statutory Auditor’s report, page 201 and and productivity of APRIL. Each criterion, weighted by following. a coefficient, will determine the amount of profit-sharing paid to employees.
The amounts paid are summarized in the table below:
Profit-sharing paid in Profit-sharing paid in Profit-sharing paid in Profit-sharing for 2013 Profit- paid in 2012 2010 2011 2013 to be paid in 2014 (*)
€’000 175 218 214 393 437
(*) Maximum amount estimated on the date of completing the financial report.
1.5.3.2 — Stock-options within the following limits: the subscription price shall equal 100% of the average listed price over the twenty At the Combined General Meeting on April 21st, 2011, trading days immediately preceding the grant date, with the company’s shareholders renewed the authorization an option for the Board of Directors to offer a discount of to the Board of Directors to grant stock options and/or up to 5% on the subscription price. warrants to purchase company shares up to a maximum of 5% of the outstanding share capital as on the date the These options may be exercised for the applicable legal last option is granted, within the limit of current regulation. period as of the grant date, subject to any restrictions that may be made by the Board of Directors in plan Pursuant to the law, the authorization given by the regulations and/or at the time of individual grants of General Meeting prevails to the benefit of option- options. beneficiaries with shareholders expressly renouncing their preferential subscription rights in respect of shares In 2013, no stock option has been granted. issued as options are exercised.
The General Meeting of April 18th, 2013 also gives full powers to the Board of Directors to set option prices
42 ANNUAL FINANCIAL REPORT Number of options Options or warrants granted to the first ten non-executive beneficiary granted / shares Weighted average Plan employees and options exercised by them subscribed for price or purchased
Options granted during the year by the issuer and any company included in the scope for allocating options to the 10 employees from the issuer None and any company included in the scope awarded the highest number of options (global information).
Options held on the issuer and the companies mentioned above, exercized during the year by the 10 employees of the issuer and these None companies with the highest number of options bought or exercized (global information).
Summary of stock options and warrants at Decembre 31st, 2013
PLAN N° 16 PLAN N° 19 PLAN N° 20 PLAN N° 21 PLAN N° 23 PLAN N° 25 PLAN N° 26 PLAN N° 27
Apr 27th, Apr 24th, Apr 24th, Apr 23rd, Apr 23rd, Apr 22nd, Apr 22nd, Apr 22nd, Date of General Meeting 2006 2008 2008 2009 2009 2010 2010 2010 Date of the Board of Apr 26th, Apr 24th, Apr 24th, Apr 23rd, Apr 23rd, Apr 22nd, Apr 22nd, Apr 22nd, Directors or Executive 2007 2008 2008 2009 2009 2010 2010 2010 Board
Total number of shares 40,000 60,000 82,500 77,000 85,500 112,500 17,500 87,000 offered on plan date
Number of shares that can be subscribed or purchased by: – Corporate officers (*) 40,000 48,000 76,000 41,000 41,500 64,500 5,000 44,000 – First 10 employees 0 2,000 6,500 27,000 35,000 41,000 12,500 34,000 beneficiaries
Apr 27th, Apr 24th, Apr 24th, May 13th, May 13th, May 26th, May 26th, May 26th, Options exercise start date 2013 2013 2013 2013 2013 2014 2014 2014
Apr 26th, Apr 23th, Apr 23th, May 12th, May 12th, May 25th, May 25th, May 25th, End date 2014 2014 2014 2015 2015 2015 2015 2015
Subscription or exercise €40,56 €31,08 €31,08 €22,53 €22,53 €22,16 €22,16 €22,16 price Shares subscribed or purchased at 0 0 0 0 0 0 0 0 Dec 31th, 2013 Stock-options or warrants 20,000 58,000 76,500 42,500 76,500 42,500 7,500 38,000 cancelled Remaining number of 20,000 2,000 6,000 29,500 (a) 4,000 (b) 70,000 10,000 49,000 (c) stock-options or warrants
(*) This figure includes corporate officers from group subsidiaries. (a) 5,000 stock-options granted on original plan were refused by its beneficiary. (b) 5,000 stock-options granted on original plan were previously cancelled before the recording of stock-options with Société Générale following the change of control in the company of which the beneficiary was the CEO. (c) Departure of Mrs. Henriet Germain on May 25th, 2010, before final allocation of the stock-options.
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ANNUAL FINANCIAL REPORT 43 MAIN DOCUMENT
PLAN N° 28 PLAN N° 29 PLAN N° 30 PLAN N° 31 PLAN N° 32 PLAN N° 33
Date of General Meeting Apr 22nd, 2010 Apr 21st, 2011 Apr 21st, 2011 Apr 21st, 2011 Apr 21st, 2011 Apr 26th, 2012
Date of the Board of Directors or Aug 31st, 2010 Apr 21st, 2011 Apr 21st, 2011 Apr 21st, 2011 Apr 23rd, 2011 Apr 26th, 2012 Executive Board Total number of shares offered on 180,000 157,000 37,500 75,000 25,000 15,000 plan date Number of shares that can be
subscribed or purchased by: – Corporate officers (*) 180,000 90,000 17,500 66,000 20,000 15,000
– First 10 employees beneficiaries 0 45,000 22,500 10,000 5,000 0
Options exercise start date Sep 15th, 2014 May 27th, 2015 May 27th, 2015 May 27th, 2015 Jun 23rd, 2015 May 31st, 2016
End date Sep 14th, 2016 May 26th, 2017 May 26th, 2017 May 26th, 2017 Jun 22nd, 2017 May 30th, 2018
Subscription or exercise price €20.16 €20.57 €20.57 €20.57 €20.30 €11.66
Shares subscribed or purchased 0 0 0 0 0 0 at Dec 31th, 2013 Stock-options or warrants 10,000 33,000 10,000 13,000 20,000 0 cancelled Remaining number of stock- 170,000 124,000 27,500 62,000 (d) 5,000 15,000 options or warrants
(*) This figure includes corporate officers from group subsidiaries. (d) 5,000 stock-options granted on original plan were refused by its beneficiary. Plans No. 1 to 15 have expired. No options may be exercised under these plans. Plans n° 16, 26 and 30 are conditional stock-options plans of which exercise is subject to fulfillment of performance for the group or division in question, including on gross margin, net income and revenues. Plans n° 19, 23, 27 and 31 are conditional stock-options plans of which exercise is subject to fulfillment of performance for the company in question, including on gross margin, net income and revenues. Plans with a zero balance at December 31st, 2013 are not presented in this table.
1.5.3.3 — Bonus shares Within this framework, the Board of Directors may notably decide to acquire any shares required under At the Combined General Meeting on April 21st, 2011, the share buyback program and assign them to the the company’s shareholders authorized the Board allocation scheme, and may take any measures required of Directors to carry out free allocations of ordinary to ensure compliance with the holding requirement for company shares to the group’s employees and/or beneficiaries. corporate officers for up to 5% of the share capital on the date they are awarded. To mark the group’s 20th anniversary, the Board of Directors awarded bonus APRIL shares to the group’s As provided for under French law, in line with the employees and corporate officers on April 24th, 2008, authorization given by the General Meeting, shareholders based on 50 shares for each beneficiary (group expressly waive their preferential subscription right to company corporate officer and/or employee on March any new shares issued through the incorporation of 31st, 2008), 25 shares of which are subject to fullfilment reserves, premiums and profits. of performance objectives. None of APRIL’s executive officers benefited from this The General Meeting also gives full powers to the allocation. This allocation was definitive only after a Board of Directors to set the conditions and criteria for five-year vesting period as of this decision to award the awarding shares, determine the identity of beneficiaries shares, i.e. April 24th, 2013, subject to compliance with and the number of shares awarded to each one of the conditions and criteria for allocation on this date. The them, determine the impacts on beneficiaries’ rights of shares awarded freely at the end of the vesting period operations modifying the capital or likely to affect the will be existing shares held by the company under its value of the shares awarded and carried out during the share buyback program. vesting and holding periods, and, as a result, modify or adjust, as required, the number of shares awarded in During its meeting on April 18th, 2013, the Board of order to maintain beneficiaries’ rights. Directors acknowledged that the performance conditions
44 ANNUAL FINANCIAL REPORT had not been achieved for the 25 shares subject to The Board of Directors set the holding period for two conditions. During the same meeting, the Board of years (i.e. April 24th, 2015) from the definitive vesting Directors also acknowledged the awarding of 25 bonus date (i.e. April 24th, 2013), after which beneficiaries will shares to each beneficiary. be able to freely sell the shares.
On April 24th, 2013, there were 1,227 beneficiaries in Such bonus shares might result in the award of a total of total. 30,650 existing shares, i.e. 0.07% of the share capital on the allocation date.
BONUS SHARES AWARD HISTORY
INFORMATION ON THE BONUS SHARES AWARDS
Date of General Meeting April 24th, 2008
Date of Board Meeting April 24th, 2008
Total number of bonus shares granted 119,600
Of which number of shares attributed to corporate officers None
Shares vesting date (*) April 24th, 2013
End of the holding period April 24th, 2015
Number of shares definitively allocated at December 31st, 2013 30,650
Cumulative number of shares canceled or expired 88,950
Awarded bonus shares remaining at year end (within the vesting None period)
(*) The allocation involved 50 existing shares for each beneficiary of which 25 shares were subject to the achievement of the following performance objectives: gross margin greater than or equal to 1 billion € and net income greater than or equal to 250 million € in the consolidated accounts as at December 31st, 2012.
ANNUAL FINANCIAL REPORT 45 PARTMAIN DOCUMENT 1.6
RECENT DEVELOPMENTS AND OUTLOOK
See the Management report page 48 and following.
46 ANNUAL FINANCIAL REPORT PART 2 MANAGEMENT REPORT
ANNUAL FINANCIAL REPORT 47 MANAGEMENTPART REPORT 2.1
MANAGEMENT REPORT
APRIL The accounting rules and valuation principles retained French limited company (société anonyme) with a Board for drawing up the consolidated financial statements at of Directors with share capital of €16,361,654 December 31st, 2013 are those contained in the IFRS Head office: standards and interpretations published in the European 114 boulevard Marius Vivier Merle – 69003 LYON FRANCE Union’s official gazette on December 31st, 2013, the RCS LYON 377 994 553 application of which is compulsory as of this date. Any standards or interpretations adopted by the IASB or ------IFRIC but not yet made compulsory by the European Union at December 31st, 2013 have not been applied. Board of Directors’ report on operations for the year ended December 31st, 2013 presented at the combined general shareholders’ meeting on April 24th, 2014
------
Dear Shareholders,
As required under French Law, your Board of Directors is pleased to report on the activities of your Company, its subsidiaries and the group during the financial year ended December 31st, 2013, presenting the results of its activity and the outlook for the future, and lastly, submitting the balance sheet and annual statutory and consolidated financial statements for the year then ended for your approval.
2.1.1 — Activities and results of the company, its subsidiaries and the group
The annual financial statements at December 31st, 2013 submitted for your approval have been drawn up in accordance with the rules of presentation and the valuation methods provided for under the regulations in force in France.
Pursuant to European Regulation 1606/2002 of July 19th, 2002, the consolidated financial statements that we are submitting for your approval have been drawn up in accordance with IFRS, as adopted within the European Union. The IFRS framework includes the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and their interpretations by the International Financial Reporting Interpretations Committee (IFRIC).
48 ANNUAL FINANCIAL REPORT APRIL Property and Casualty insurance The Property and Casualty business achieved 3.2% APRIL recorded €778.6 million in consolidated revenues revenue growth to reach €290.7 million. for 2013, up 0.7% on a reported basis and 1.6% at constant exchange rates, with brokerage fees down Property and Casualty commissions (-3.3% to €184.9 –0.5% to €499.0 million and insurance premiums up million) were marked by the downturn in direct sales 2.9% to €279.6 million. (APRIL Mon Assurance) up until summer 2013. Business in the Americas, particularly Canada and South America, The group has continued to develop its business shows a significant increase on a local currency basis, portfolio, announcing in May 2013 the creation of an but this growth is cancelled out by negative exchange- assistance platform in Mainland China shortly, under rate differences. Exchange-rate effects, representing a a joint-venture with SOS International. This acquisition negative contribution of €6.6 million to the Property and has further strengthened APRIL’s business portfolio Casualty branch’s commissions, had a minor impact on in the assistance and mobility insurance fields, which margins, since revenues and costs are managed in the now make up the backbone for the group’s international same currency. development. This business continued to see dynamic growth over the year, up +5.9% (+12.2% at constant The strong growth in premiums for the Property and exchange rate). Casualty branch (+16.9% to €105.7 million) primarily reflects the dynamic development of the affinity group In accordance with the group’s guidance, income and corporate activities, based on a strongly reinsured from ordinary operations came to €86.5 million, down model. €6.3 million. This primarily reflects the €-5.8 million contraction in financial income, linked to a low This business contributed 37% to overall revenues, rate environment, as well as the cautious portfolio compared with 36% in 2012. management approach. Restated for financial income and expenses, the group’s operational performance This branch reported an income from ordinary operations would have been stable. down €-4.5 million to €6.5 million, notably due to the downturn in performance for the AMA store network, The group’s consolidated operating income is down 4.1% while the assistance business was penalized by non- to €84.9 million. The tax expense is down €3.3 million to recurring costs, with the current operating margin dropping €32.3 million, with income from discontinued operations 1.7 points to 2.2%. coming in at €-1.0 million. Holding company In the end, consolidated net income (group share) was The holding company – APRIL SA – does not generate down 4.4% in 2013 to €51.0 million, with a net margin revenues on account of its activity to steer and manage representing 6.6% of revenues, €1.26 in net earnings per the group. share and a return on capital of 9.6%. Its net income came to €45.4 million.
APRIL does not bill group companies for any services Group companies provided.
Health and Personal Protection Investments and financing The Health and Personal Protection business recorded • Acquisitions and purchase of minority interests: €498.4 million in revenues for 2013, giving a slight The process underway to set up an assistance platform decrease of 0.7%, with brokerage fees up 1.1% and on Mainland China represents the only operation for 2013, insurance premiums down 3.6%. with an investment of around €0.3 million.
With €316.3 million, the Health and Personal Protection • Financial structure brokerage business, made up primarily of the group’s Consolidated shareholders’ equity (group share) came to core business offers, has been driven to a great extent by €550.3 million at December 31st, 2013. the development of expatriate insurance commissions. The contraction in Health and Personal Protection The group’s financial debt came to €3.4 million, compared premiums (-3.6% to €182.1 million) is essentially linked with €3.3 million in 2012, primarily comprising: to the transfer of risk carrying for loan insurance. – €3.3 million in financial liabilities resulting from In this way, the Health and Personal Protection business commitments to buy out minority interests; represented 63% of total revenues, compared with 64% in 2012. – €0.1 million in borrowings from credit institutions;
The Health and Personal Protection branch recorded € Lastly, the group had €190.5 million in net cash at year- 88.2 million in income from ordinary operations, down end, including €85.6 million in cash and cash equivalents €-3.7 million on 2012, reflecting the impact of financial and €104.9 million in term deposits. income and expenses.
ANNUAL FINANCIAL REPORT 49 MANAGEMENT REPORT
Considering the headroom resulting from the low amount – the balance, i.e. €24,915,727.64, to “other reserves”. set aside for acquisitions in 2013, the Board of Directors has decided to submit a proposal at the general shareholders’ As such, each of the 40,904,135 shares comprising the meeting for a net dividend of €0.50 per share. share capital is to be paid a net dividend of €0.50.
In accordance with the legal provisions in force since 2.1.2 — Significant post-balance sheet January 1st, 2005, this dividend will not be accompanied events and outlook for 2014 by an “avoir fiscal” tax credit. However, in accordance with the provisions of Article 158 3.2° of the General Post-balance sheet events French Tax Code (Code Général des Impôts), only N/A. individual shareholders will be entitled to a rebate equal to 40% of the amount of the dividend paid out. Outlook In this way, the group consolidated its operations in 2013, This dividend is to be paid out on Monday May 5th, 2014. while maintaining its operating parameters, although it recorded a slight drop in net financial income. If the company were to hold any of its own shares as on For 2014, the teams are making every effort to secure the date that these dividends were paid out, the sums a return to growth and improve the group’s profitability. corresponding to dividends not paid out on account of such shares would be allocated to retained earnings. 2.1.3 — Allocation of income 2.1.4 — Dividends over previous years In light of the statutory financial statements for the year ended December 31st, 2013, with a profit of In accordance with the provisions of Article 243 ii of the €45,367,795.14, we propose the following allocation: General French Tax Code, we would like to remind you that dividends paid out over the previous three years – €20,452,067.50 to shareholders as dividends; were as follows:
REVENUES ELIGIBLE FOR REBATE REVENUES NOT ELIGIBLE FISCAL YEAR FOR REBATE DIVIDENDS OTHER REVENUES PAID OUT
2010 €20,038,126.15*: i.e. €0.49 per share - - 2011 €20 043 026.15*: i.e. €0.49 per share - - 2012 €13 498 364.55*: i.e. €0.33 per share - -
* Including the amount of the dividend corresponding to treasury shares, which was not paid out, but allocated to retained earnings.
2.1.5 — Non-deductible charges and 2.1.7 — Director’s fees expenses The group would like to submit a proposal at the General Meeting for 2014 for gross directors’ fees of €134,200 In accordance with the provisions of Articles 223 iv and to be allocated as compensation for the actions of the 223 v of the General French Tax Code, you are hereby members of the Board of Directors in 2013, with regard informed that the financial statements for the fiscal year to their participation in these various bodies. just ended included a charge of €55,561, corresponding to non-deductible expenses for tax purposes. Details of this overall budget and the attendance rates for directors are given in the Chairman’s report in Section 2.3.1.10. (page 87).
2.1.6 — Breakdown of trade payables This compensation must reward their commitment, factoring in all the phases for their work: preparation, At December 31st, 2013, trade payables showed a balance holding of sessions, follow-up on decisions and actions. of €483,000 (vs €852,000 at December 31st, 2012), with the following breakdown: On this basis, we recommend allocating directors’ fees in line with the following principle: – 83% for invoices not due payable within 30 days of the end of the month in which the invoice was issued (84% – For each Supervisory Board/Board of Directors at December 31st, 2012); session €1,650 gross – 17% for invoices due, with the failure to comply with – For each Sustainable Development Committee the terms of payment on these invoices due to specific session* €1,100 gross reasons (disputing the invoice or waiting to receive a – For each Audit Committee session* €1,100 gross credit note) (16% at December 31st, 2012). – For each Investment Committee session €1,100 gross
50 ANNUAL FINANCIAL REPORT – For each Strategic Committee session* €1,100 gross The goal of the CSR policy is to “contribute to a more responsible and more accessible society”. They will be paid by bank cheque. It is reflected in four commitments: facilitating integration Details of the director’s fees paid for 2012 and 2013 are within the company for its staff, facilitating access to presented in Section 2.1.12.1/2 (page 62). insurance for all its customers, contributing towards a fairer society and encouraging eco-friendly behaviour.
2.1.8 — Social, societal and 2.1.8.2/1 Staff: APRIL facilitating the integration of environmental consequences of differences the business 2.1.8.2/1.1 Human resources data 2.1.8.1 — Methodology Through its business, APRIL has a strong feminine Purpose presence, with women accounting for more than 67% of In accordance with French Decree 2012-557 of April its staff in 2013. They are present at every hierarchical 24th, 2012, concerning the application of Article 225 level and five of the 12 members of the group’s Board of the Grenelle II Act, APRIL publishes in the following of Directors are now women (42%). 86% of staff are on paragraphs the group’s relevant and significant social, permanent contracts, with the vast majority (91%) in full- environmental and societal data. time positions.
Information collection procedures With regard to the duration of work and work time Like last year, the group’s approach is based primarily organisation aspects, the consulted companies apply the on existing collection tools, such as the HR report, provisions from the national wage bargaining agreement prepared at the end of each year (global scope), in order for the insurance and/or reinsurance brokerage industry to retrieve most of the information needed. In addition (Convention Collective Nationale), which have been to the information collected internally, a campaign was rolled out internally by most of them through company- carried out to consult with a panel of companies (with wide agreements. at least 50 staff at December 31st, 2012). The 19 companies1 consulted using a questionnaire The working week is set at 35 hours on a yearly (100% response rate) and qualitative interviews average and in most cases work is organised around 37 represented more than 66% of the group’s overall weekly hours plus 12 additional days off per year under workforce at December 31st, 2012 and are therefore the French reduced working time legislation (RTT). representative. When permitted by their level of independence and responsibility, executive-status staff may be covered Scope by the system based on a fixed number of days rather All the indicators reviewed have been selected by the than hours. Societal Responsibility department in line with the group’s overall policy. The relevant information that Total number of staff 2006-2013 was not able to be collected last year is now available. In view of the group’s core business and its service 3, 960 4,048 3, 787 3,833 70% characteristics, certain environmental elements have 67% 3,389 not been considered relevant and are therefore not presented here2. 2,792 51% 126, 423 49% 122, 073 2,446 118,323 2.1.8.2 — General CSR policy 1,959 33% Corporate Social Responsibility concerns the social, 30% societal, environmental and economic consequences 32, 441 32, 806 32,049 of the APRIL group’s business. More specifically, this relates to the company’s contribution to sustainable 10, 383 development issues. In line with its CSR approach, 9, 145 8,676 APRIL challenges itself concerning its activities and achievements and aims to develop a dynamic approach 2006 2007 2008 2009 2010 2011 2012 2013 Total Employees Managers / 2011 2012 2013 for progress for its stakeholders: employees, customers, Executives civil society and the environment. Overall compensation ( ’000) Average compensation ( ) 2 List of non-applicable elements: Budget dedicated to environmental protection Profit-sharing ( ’000) and environmental risk mitigation – Financial provisions and guarantess (*) It was decided to award €1,100 gross in additional director’s fees for each for environmental risks – Prevention, reduction and fixing of air/water/soil Committee meeting for the Chairman of the Audit Committee, Development emissions with strong negative impact on the environement – Noise pollution Committee and Strategic Committee. and other types of activity-specific pollution – Water supply considering local 1 The list of companies composing the scope of the study is available in the resources – Land use – Measures2% to adapt to climate change – Measures taken 2013 CSR reporting Protocol. to save and develop biodiversity – Other actions promoting human rights. 5% 12% Permanent Permanent Men ANNUAL FINANCIAL REPORT 51 Fixed-term Fixed-term Women 35% 56% 44% Other (Corporate officers, interns, Other (Corporate officers, interns, 60% work-based training programs) work-based training programs) 86%
90 Over 55 52
148 50 to 55 inclusive 78
193 46 to 49 inclusive 85
344 41 to 45 inclusive 185
398 36 to 46 inclusive 223
570 31 to 35 inclusive 266 Men 555 26 to 30 inclusive 258 Women 402 Under 26 201
600 400 200 0 200 400 3, 960 4,048 3, 787 3,833 70% 4,048 67% 3,389 3, 960 3, 787 3,833 70% 67% 3,389 2,792 51% 126, 423 49% 122, 073 2,446 118,323 2,792 51% 126, 423 49% 122, 073 1,959 2,446 118,323 33% 1,959 30% 33% 30% 32, 441 32, 806 32,049 32, 441 32, 806 32,049 9, 145 8,676 10, 383 9, 145 8,676 10, 383 2006 2007 2008 2009 2010 2011 2012 2013 Total Employees Managers / 2011 2012 2013 Executives 2006 2007 2008 2009 2010 2011 2012 2013 Total Employees Managers / Overall2011 compensation ( ’000)2012 2013 Executives Average compensation ( ) Overall compensation ( ’000) Profit-sharing ( ’000) Average compensation ( ) Profit-sharing ( ’000)
2%
2% 5% 12% Permanent 5% Permanent Men 12% Permanent Permanent Men Fixed-term Fixed-term Women 35% 56% 44% Fixed-term Fixed-term Women Other (Corporate officers, interns, Other (Corporate officers, interns, 35% 60% 56% 44% work-based training programs) work-based training programs) Other (Corporate officers, interns, Other (Corporate officers, interns, 86% 60% work-based training programs) work-based training programs) 86%
MANAGEMENT REPORT
3, 960 4,048 3, 787 3,833 70% 67% 3,389 Age composition structure at December 31st 2013 Staff distribution by category 3, 960 4,048 2,792 3, 787 3,833 51% 126, 423 70% 49% 122, 073 2,446 67% 90 3,389 Over 55 52 118,323 Over 55 1,959 148 90 50 to 55 inclusive 5278 2,792 33% 51% 126, 423 148 50 to 55 inclusive 78 30% 49% 122, 073 2,446 193 46 to 49 inclusive 85 118,323 32, 441 32, 806 193 46 to 49 inclusive 85 32,049 1,959 344 41 to 45 inclusive 185 33% 41 to 45 inclusive 30% 398 344 36 to 46 inclusive 185223 9, 145 8,676 10, 383 32, 441 32, 806 32,049 570 398 3631 to 4635 inclusive 223266 Men 2006570 2007 2008 200931 to 352010 inclusive2011 2012 2013 266 Total Employees Managers / 2011 2012 2013 555 26 to 30 inclusive 258 Men 9, 145 8,676 10, 383 Women Executives 26 to 30 inclusive Overall compensation ( ’000) 555 402 Under 26 201 258 Women Average compensation ( ) 600 2006 402 2007400 2008 2002009Under 2620100 2011 2002012201 2013 400 Total Employees Managers / Profit-sharing201 1( ’000) 2012 2013 Executives 600 400 200 0 200 400 Overall compensation ( ’000) Staff distribution by type of contract Staff distribution by level of education Average compensation ( ) Profit-sharing ( ’000) 37% 2%
5% 12% 2% Permanent Permanent Men 3, 960 4,048 22% 3, 787 3,833 Fixed-term 5% Fixed-term 4 4 Women 70% 12% 19% 67% 35% 56% 44% 3,389 Permanent 17% Permanent Men Other (Corporate officers, interns, Other (Corporate officers, interns, 3 3 60% work-based training programs) work-based training programs) 2,792 51% Fixed-term Fixed-term126, 423 2 Women 86% 49% 122, 073 2,446 118,323 35% 56% 44% Other (Corporate officers, interns, Other (Corporate5% officers, interns, 1 1 60% 1,959 work-based training programs) work-based training programs) 33% 0 30% 86% 3, 960 4,048 32, 441 Level 1 Level 2 32, 806Level 3 Level 4 Level 5 3,833 32,049 3, 787 70% (PhD) (post-graduate) (graduate) (undergraduate) (High school 67% Other 3,389 diploma) Health, safety Compensation 9, 145 8,676 10, 383 equality workers Retirement Health and
Employment Young, older 2,792 Profit-sharing (action plans) 51% 126, 423 Compensation Working hours 49% 122, 073 2,446 118,323 2006 2007 2008 2009 2010 2011 2012 2013 Total Employees Managers / 2011 2012 2013 Personal protection, Executives 1,959 Overall compensation ( ’000) 33% 30% Average compensation ( ) Profit-sharing ( ’000) 32, 441 32, 806 32,049
9, 145 8,676 10, 383
2% 2006 2007 2008 2009 2010 2011 2012 2013 Total Employees Managers / 2011 2012 90 2013 Over 55 52 Executives 5% 79% 79% 12% Overall compensation ( ’000) 42% Permanent Permanent 148 50 to 55 inclusive 78 Men Average compensation ( ) 63% 37% Staff distributionProfit-sharing ( ’000) 90 Over 55 52 32% 193 46 to 49 inclusive 85 53% Fixed-term by world region Fixed-term Women 47% 35% 148 50 to 5556% inclusive 78 44% 42% Other (Corporate officers, interns, Other (Corporate344 officers, interns,41 to 45 inclusive 185 60% 16% work-based training programs) work-based training programs)193 46 to 49 inclusive 85 398 36 to 46 inclusive 223 2% 86% North America: Europe: 3444% 41 to 45 inclusive 83% 185 Asia: 1% 5% 570 31 to 35 inclusive 266 5% Men 12% 398 36 to 46 inclusive 223 Permanent Permanent 555 Men 26 to 30 inclusive Adaptation 258 Work-home life Maintaining Facilitating access Individual interview Other actions Employability Carreer ending Retirement Tutoring Other Guadeloupe of working time balance (planning Womenthe link between to training after before and after (Information on enhancement (training, planning (part-time, information (occupational health care 570 31 to 35 inclusive 266 organization ahead travel, theMen company and maternity/adoption/ maternity/adoption/ paternity leave) career management, teleworking, annual visit) Fixed-term Fixed-term Women402 Under 26 201 Martinique (part-time, no meetings after 6 pm, the employee on parental leave parental leave personal skills assessment) adaptation of workstation, 35% 56% 44% 555 26 to 30 inclusive teleworking) promote videoconferencing)258 maternity/adoption/ working hours) 600 400 200 0 200 400 parental leave Other (Corporate officers, interns, Other (Corporate officers, interns, Women 60% work-based training programs) work-based training programs) 402 Under 26 201 86% Réunion 600 400 200 South0 America: 200 400 12%
52 ANNUAL FINANCIAL REPORT
90 Over 55 52 47% 148 50 to 55 inclusive 78 42% 37% 193 46 to 49 inclusive 85
344 41 to 45 inclusive 185 21%
398 36 to 46 inclusive 223 11%
570 31 to 35 inclusive 266 90 Over 55 52 Men
148 50 to 55 inclusive 78 555 26 to 30 inclusive 258 Integration of people Mentoring, coaching, Discovery internship: Training Other (recourse to Women through subsidized volunteering company/business the protected sector, 402 Under 26 201 contracts or HR firm specializing 193 46 to 49 inclusive 85 specific schemes in the employment of 600 400 200 0 200 400 disabled people) 344 41 to 45 inclusive 185
398 36 to 46 inclusive 223
570 31 to 35 inclusive 266 Men 555 26 to 30 inclusive 258 Women 402 Under 26 201
600 400 200 0 200 400 3, 960 4,048 3, 787 3,833 70% 67% 3,389
2,792 51% 126, 423 49% 122, 073 2,446 118,323
1,959 33% 30%
32, 441 32, 806 32,049
9, 145 8,676 10, 383
2006 2007 2008 2009 2010 2011 2012 2013 Total Employees Managers / 2011 2012 2013 Executives Overall compensation ( ’000) 2.1.8.2/1.2 Changes in the workforce 2.1.8.2/1.5 HealthAverage and compensationsafety ( ) Profit-sharing ( ’000) In 2013, the APRIL group recruited 1,434 people APRIL is committed to occupational health and safety, worldwide. working in consultation with the staff representative bodies and occupational medical officers in order to draw 2% Recruitment distribution in 2013 up a dedicated professional risk assessment report and set up health, safety and working conditions committees 5% within the French companies. Internationally, legislation 12% Permanent Permanent sets the rules for occupational healthMen and safety without any specific documents or bodies. Fixed-term Fixed-term Women 35% APRIL56% recorded an absenteeism44% rate of 2.47% for the Other (Corporate officers, interns, Other (Corporate officers, interns, 60% global scope in 2013 (taking into account sick leave and work-based training programs) work-based training programs) time off work for occupational illnesses and accidents). 86% The occupational illness rate comes out at 0.02%. Lastly, the frequency rate for occupational accidents is 4.68%, with a severity rating of 0.11%.
2.1.8.2/1.6 Training In 2013, 238 of the group’s 4,048 staff left the group as a result of redundancies or dismissals, for economic or APRIL University, created in 2002, is a driving force personal reasons, with 73% internationally. for the development of skills, working towards four objectives: 2.1.8.2/1.3 Labour relations – Adapting employees’ skills in line with the company’s For the French scope, labour relations and the organisation strategy in order to be innovative; of management-employee dialogue are defined by the le- gislative framework, notably regarding staff representation, – Developing talents by combining personal fulfillment management-employee consultative bodies or union law. and professional results; APRIL encourages dialogue by ensuring that the legal obli- gations are respected. In this way, in 2013, all of the group’s – Developing an international focus for the group’s 90 Over 55 52companies are compliant with their obligations in this area. culture and skills across 37 countries;
148 50 to 55 inclusive The78 group has 16 staff representative bodies, five works – Establishing APRIL’s culture. councils, nine sole personnel delegations and 10 union 46 to 49 inclusive 193 representatives.85 Internationally, the various legislation and The main training areas for 2013 were respected in full. 344 41 to 45 inclusive practices185 in each country require a different approach to Additional business training programs on Solvency 2 analyzing management-employee relations. The external have been developed, such as Understanding APRIL’s 398 36 to 46 inclusive survey highlighted223 the key role of Human Resources for business model and Learning the basics of insurance. dialogue between employees and managers. 570 31 to 35 inclusive 266 Men APRIL University aims to ensure continuity and has a 555 26 to 30 inclusive 2.1.8.2/1.4 Review258 of collective agreements commitment to all the group companies to focus on five Women main areas: 402 Under 26 APRIL is201 commited to the guarantee of union and collective negotiations. In 2013, several collective agreements 600 400 200 0 200 400 – Supporting and organizing business projects; were signed with the union organizations and/or staff 37% representative bodies. – Adapting the management training offer following the lessons learned from 2013;
Summary of agreements signed in 2013 – Transforming the customer relationship for our staff; 22% 19% 4 4 – Helping the teams to gain perspective for their career 17% 3 3 paths; 2 – Developing an advisory positioning for customer efficiency and management issues. 5% 1 1 0 In 2013, APRIL set aside 5% of its payroll for training, Level 1 Level 2 Level 3 Level 4 Level 5 including 1.1% for training provided by APRIL University. (PhD) (post-graduate) (graduate) (undergraduate) (High school The total number of hours of training came to 57,972, Other diploma) Health, safety equality workers including 12,167 hours provided by APRIL University.
Retirement Health and
Employment Young, older Profit-sharing (action plans) Compensation Working hours Lastly, APRIL University made a commitment in 2013 for
Personal protection,
ANNUAL FINANCIAL REPORT 53
79% 79% 42% 63% 37% 32% 53% 47% 42% 16%
5%
Adaptation Work-home life Maintaining Facilitating access Individual interview Other actions Employability Carreer ending Retirement Tutoring Other of working time balance (planning the link between to training after before and after (Information on enhancement (training, planning (part-time, information (occupational health care organization ahead travel, the company and maternity/adoption/ maternity/adoption/ paternity leave) career management, teleworking, annual visit) (part-time, no meetings after 6 pm, the employee on parental leave parental leave personal skills assessment) adaptation of workstation, teleworking) promote videoconferencing) maternity/adoption/ working hours) parental leave
47% 42% 37%
21%
11%
Integration of people Mentoring, coaching, Discovery internship: Training Other (recourse to through subsidized volunteering company/business the protected sector, contracts or HR firm specializing specific schemes in the employment of disabled people) 37%
MANAGEMENT REPORT 22% 19% 4 4 17% 3 3
the Voltaire project in connection with the group’s CSR being different and has been committed to tackling2 approach. This e-learning program leads to Voltaire discrimination5% and promoting fair treatment. In 2010, 1 1 Certification, validating a level of spelling that can be APRIL signed up to the Diversity Charter (Charte de 0 presented on a CV. la Diversité), which highlights its commitment in these This approach was launchedLevel 1 basedLevel on 2an assessment:Level 3 Levelareas. 4 TheLevel group 5 also has a disability and diversity unit, (PhD) (post-graduate) (graduate) (undergraduate) (High school 30% of recruiters automatically dismiss an applicant’s which works each day to facilitate access to employmentOther diploma) Health, safety CV if it contains more than two spelling mistakes. APRIL, and fair treatment. equality workers Retirement Health and
Employment Young, older aware of the importance of communication in customer Profit-sharing (action plans) Compensation Working hours relations, made it possible for nearly 200 staff to achieve Measures to support gender equality Voltaire Certification in 2013. At APRIL, 100% of its French companiesPersonal protection, and 80% of its international companies covered by the survey confirmed that they are taking steps to promote gender 2.1.8.2/1.7 Fair treatment equality. The main measures concern the adaptation 3, 960 4,048 and organization of working time, as well as practices to 3, 787 3,833 From the outset, the APRIL70% group has stood out by ensure a work-home life balance. 67% 3,389
2,792 79% 51%79% 126, 423 Measures to 49% 122, 073 42% 2,446 support gender 118,323 63% 37% 32% 1,959 equality 53% 33% 47% 30% 42% 32, 441 32, 806 32,049 16%
37% 9, 145 8,676 10, 383 5%
Adaptation Work-home life Maintaining Facilitating access Individual interview Other actions Employability Carreer ending Retirement Tutoring Other 2006 2007 2008 2009 2010 2011 2012 2013 Total ofEmployees working time balanceManagers (planning / the link between to training after 2011 before and after 2012 (Information on 2013 enhancement (training, planning (part-time, information (occupational health care organization Executives ahead travel, the company and maternity/adoption/ maternity/adoption/ paternity leave) career management, teleworking, annual visit) (part-time, no meetings after 6 pm, the employee on parental leaveOverall compensationparental leave ( ’000) personal skills assessment) adaptation of workstation, 22% teleworking) promote videoconferencing) maternity/adoption/ working hours) parental leave Average compensation ( ) 19% 4 4 17% Profit-sharing ( ’000) 3 3
APRIL committed2 to developing its staff With four business divisions, 42 companies and a Class distribution by gender in 2013 5% 1 1 2% presence spanning 37 countries, APRIL is a multifaceted group, with a range of benefits0 to be promoted for its staff. By sharing experiences,5% capitalizing on the diversity of Level 1 Level 2 Level 3 12% Level 4 Level 5 (PhD) (post-graduate) (graduate) (undergraduate) (High school Permanent its teams and promoting the circulationPermanent of skills, APRIL Men Other diploma) Health, is innovating to support its staff.safety Several programs are equality workers
Fixed-term Retirement being developed to facilitateHealth and internalFixed-term mobility. APRIL Women Employment Young, older 47% Profit-sharing (action plans) 35% 56% 44% Compensation is committed to ensuringWorking hours fair treatment for42% career Other (Corporate officers, interns, Other (Corporate officers, interns, 37% Personal protection, development. 60% work-based training programs) work-based training programs) 86% Measures promoting the continued employment of 21% older workers Each company strives to keep “seniors”, i.e. people over 11% the age of 50, in employment, with various measures in place to meet this objective.
Integration of people Mentoring, coaching, Discovery internship: Training Other (recourse to through subsidized volunteering company/business the protected sector, 79% 79% contracts or HR firm specializing specific42% schemes in the employment of Measures disabled people) 63% promoting 37% 32% 53% the continued 47% 42%employment of older workers 16%
5%
Adaptation Work-home life Maintaining Facilitating access Individual interview Other actions Employability Carreer ending Retirement Tutoring Other of working time balance (planning the link between to training after before and after (Information on enhancement (training, planning (part-time, information (occupational health care organization ahead travel, the company and maternity/adoption/ 90 maternity/adoption/Over 55 paternity52 leave) career management, teleworking, annual visit) (part-time, no meetings after 6 pm, the employee on parental leave parental leave personal skills assessment) adaptation of workstation, teleworking) promote videoconferencing) maternity/adoption/ working hours) parental leave 148 50 to 55 inclusive 78
193 46 to 49 inclusive 85
344 41 to 45 inclusive 54 ANNUAL185 FINANCIAL REPORT
398 36 to 46 inclusive 223
570 31 to 35 inclusive 266 Men 555 26 to 30 inclusive 258 Women 402 Under 26 201 47% 42% 600 400 200 0 200 400 37%
21%
11%
Integration of people Mentoring, coaching, Discovery internship: Training Other (recourse to through subsidized volunteering company/business the protected sector, contracts or HR firm specializing specific schemes in the employment of disabled people) 37%
22% 19% 4 4 17% 3 3
2
5% 1 1 0
Level 1 Level 2 Level 3 Level 4 Level 5 (PhD) (post-graduate) (graduate) (undergraduate) (High school Other diploma) Health, safety equality workers
Retirement Health and
Employment Young, older Profit-sharing (action plans) Compensation Working hours
Personal protection,
79% 79% In addition, the group has signed the Generation Contract In addition, APRIL is rolling out measures to promote 42% (Contrat de Génération) with three representative union 63%the recognition of the skills of its least formally qualified 37% 32% organizations. This framework agreement applies to staff. In this way,53% APRIL Santé Prévoyance is carrying 47% all the French subsidiaries with a view to promoting out a major campaign to validate skills acquired42% through the employment of young people and seniors and experience with over 50 staff. transferring skills. 16% Several skills-sharing initiatives, involving more than 150 5% Measures to support the recruitment of young people in-house, are being developed at APRIL: people and people in difficult situations Adaptation Work-home life Maintaining Facilitating access Individual interview Other actions Employability Carreer ending Retirement Tutoring Other In 2012, APRIL createdof workingthe «1st time step forbalance employment» (planning the link between– Courses enablingto training after people beforeto discover and after the business(Information on and enhancement (training, planning (part-time, information (occupational health care training program (1re marcheorganization pour l’emploi) ahead in travel,partnershipthe companyits professions;and maternity/adoption/ maternity/adoption/ paternity leave) career management, teleworking, annual visit) (part-time, no meetings after 6 pm, the employee on parental leave parental leave personal skills assessment) adaptation of workstation, with the Pôle Emploi employmentteleworking) promote hub, videoconferencing) the Missionmaternity/adoption/ – Staff volunteering in connection with the PARI project working hours) Locale taskforces and AGEFOS3 as part of the nationalparental with leave the Missions Locales taskforces in Lyon; employment readiness initiative (POE4). This initiative – Mentoring of each new employee by one of the offers qualifying training, with the “level 2 professional company’s staff to ensure they are supported during capacity in insurance”, and offers a position within the their integration. APRIL group at the end of the program. Following two “1st step” programs, 24 young people aged 18 to 25, APRIL also has a national level commitment alongside from the Lyon urban area and with difficulties to access Adecco, signing up to the “La Chaîne du OUI” (The employment, joined the group for a long-term position YES chain) initiative in order to contribute towards the with the five group companies involved. following objectives: integrating young people under the
47% Mesures prises 42% pour l’emploi des 37% personnes en difficulté 21%
11%
Integration of people Mentoring, coaching, Discovery internship: Training Other (recourse to through subsidized volunteering company/business the protected sector, contracts or HR firm specializing specific schemes in the employment of disabled people) age of 26 into working life, facilitating the integration of In addition, the agreement focused on: ensuring underprivileged people and helping temporary staff to employment retention, supporting internal stakeholders, find lasting employment. Lastly, APRIL has set out its maintaining and developing strong ties with external commitment by signing the “Charte 100 Entreprises pour stakeholders for employment, in addition to raising l’emploi” (Charter for 100 companies for employment) awareness and communicating with the teams. with Lyon’s vocational training and employment center (Maison de l’Emploi et de la Formation) to support To meet these objectives, APRIL carried out a major employment. awareness and communications campaign in 2013: participation in five specialized employment forums Measures to support disabled people (including Handi2day), organization of the disability unit’s Following two AGEFIPH5 agreements, APRIL has made Handitour with the French companies (five regions), a commitment to support disabled people by signing a organization of a conference on The new challenges of framework agreement with its management-employee disability in a changing world. representative partners and DIRRECTE, the regional directorate for business, competition, consumption, labor In addition, APRIL is developing its responsible and employment, in April 2012. This agreement sets out procurement policy through its partnership with the a three-year commitment to recruit or register 36 disabled GESAT network, the French national organization in people in France and French overseas departments and charge of promoting assistance for disabled people territories (DOM-TOM). By the end of 2013, 54 people through access to employment: two training programs for had been recruited or registered. assistants, buyers, accountants, HR and marketing staff were provided in order to facilitate the direct employment of 3 Association pour la Gestion de la Formation des salariés des petites et disabled people thanks to a solidarity-based procurement moyennes entreprises/Association for the Management of Training of em- policy. In 2013, 79% of the companies surveyed said ployees in small and medium enterprises. that they use the “sheltered sector” for various missions, 4 Préparation Opérationnelle à l’Emploi/Employment Readiness Initiative. 5 Association de gestion du fonds pour l’insertion professionnelle des personnes such as envelope packing, the provision of staff, cleaning handicapées/Association for the management of funds for the professional services, catering and printing. integration of disabled people.
ANNUAL FINANCIAL REPORT 55 MANAGEMENT REPORT
2.1.8.2/1.8 Employee satisfaction One of the challenges concerns each group company’s ability to ensure that its suppliers and subcontractors For more than 10 years now, the APRIL group has comply with the ILO’s stipulations. measured the satisfaction of its staff. In 2013, APRIL In this way, it is necessary to continue working in order went even further and will now measure the engagement to ensure that our partners share our values and commit and motivation of its teams. “Engagement is strong when to them through their charters or contracts, with a view to employees harness their energy and skills to support the preventing non-compliance risks in this area. company’s strategy and objectives”. The BOOSTER survey offers 70 questions in five areas: 2.1.8.2/2 Customers: APRIL facilitating access to Engagement for the business, Engagement for APRIL, insurance for all Organizational efficiency, Managerial efficiency and Working conditions. In 2013, the overall engagement 2.1.8.2/2.1 Customer satisfaction score for APRIL’s teams came to 6.6 out of 10 for the 2,188 people surveyed (covering all socio-professional The relationship of confidence, trust and transparency categories). With a genuine HR and managerial tool, which APRIL’s teams strive for each day reflects our each group company is making commitments as professionalism and customer-centricity. APRIL has part of a specific action plan with a constant focus on developed two customer relationship surveys which improvement and performance. enable the group to consistently manage both its telephone welcome and its customer satisfaction. 2.1.8.2/1.9 Promotion and compliance with ILO agreements The Well’com survey, created in 2003, provides a consistent and standard measurement of performance APRIL’s activities are primarily intangible, focused on levels in terms of our telephone reception in each group advice and expertise, which means that the company is company. The criteria assessed are: customer-friendless, not particularly vulnerable in terms of risks relating to understanding of requests, clarity of responses and child labour and forced labour in its companies. proactive approach.
Well’Com survey 2013 2012 2011
Number of calls rated 2,149 2,112 1,937 Overall score / 20 17.29 16.66 16.56
Since 2011, the Préférence survey measures the satisfaction rate compared with the competition, customer (policyholders, brokers and businesses) new policy subscriptions, the dissatisfaction rate and the satisfaction based on several criteria: customer loyalty, prescription rate.
Preference survey 2013 2012 2011
Number of rated calls 6,216 6,177 4,777 % of policyholders surveyed who said they were satisfied with APRIL companies' relations and services 92% 90% 93% % of broker-distributors surveyed who said they were satisfied with APRIL companies' relations and 90% 90% 90% services % of key account and business customers surveyed who said they were satisfied with APRIL companies' 92% 93% 93% relations and services
2.1.8.2/2.2 Range of products and services for the offers health insurance to people with motor disabilities, most vulnerable customers and for environmental hearing impaired, visually-impaired or blind, with cover protection tailored to their specific needs, streamlined underwriting conditions and information in braille. In addition, the Offers for ill or disabled customers ADP Solutions policy offers a loan insurance policy In connection with its actions to make insurance for people with heightened health risks. Through its accessible for all, APRIL is continuing to provide sign company APRIL International Voyage, APRIL distributes language training for its receptionists, HR teams and the Liberté insurance policy, which offers peace of mind training staff with a view to being able to welcome and for people when travelling when they or one of their guide people who are hearing and/or speech impaired. family members are ill. It includes cover for cancellation Since 2012, APRIL Digital has been rolling out a project and repatriation assistance in the event of a relapse or to bring the group’s websites into line with the RGAA worsening of illnesses already diagnosed when booking standard in order to facilitate access to information the trip and taking out their insurance policy. for people with visual impairments by improving and simplifying the technical writing of content. Offers for customers facing socio-economic difficulties In France and internationally, APRIL offers solutions for Several entities offer easy payment terms (insurance people who are ill or disabled. The Solidaris policy range premium payable in three installments at no extra cost
56 ANNUAL FINANCIAL REPORT or monthly installments). APRIL Partenaires offers a action has made it possible to employ two disabled people microinsurance solution (10-year liability cover) for social within Elise, an occupational support company. entrepreneurs supported by the Entrepreneurs de la APRIL is working to reduce the social divide by outsourcing Cité foundation. Since 2005, APRIL Mon Assurance the recycling of its IT equipment. In 2013, this approach has distributed the Bureau National des Résiliés (BNR) made it possible to employ five disabled people within TRI brand for drivers who have at one time in their lives had Rhône-Alpes, a company which is committed to promoting their cover withdrawn by their insurance company (due to the integration of disabled people. In this way, more than loaded premiums, failure to pay premiums or drink-driving). 400 computers have been able to be made available in Other structures in France and internationally are connection with the solidarity economy. developing a service to support people looking to Lastly, more than 40 selective waste sorting initiatives are return to work following a period of sick leave, or are in place (paper, cardboard, plastic, glass, metal, printer putting in place online medical-social prevention and cartridges, mobile phones, laptop computers, plastic bottle support services (phone-based and internet). Within caps, batteries and household bulbs), with some 2,000 APRIL Canada Inc, customers of Deuxième Chance members of staff involved. with a criminal record or bad credit rating are able to find insurance solutions. Lastly, with APRIL Genç in 2.1.8.2/3.3 Sustainable use of resources Turkey, its income protection insurance covers peoples’ earnings in case they lose their job. The head office’s water and electricity consumption levels are relatively stable. In 2013, water consumption Offers for protecting the environment came to 4,337 cu.m, compared with 4,220 cu.m in 2012. APRIL Moto offers its customers specially developed Electricity consumption represented 2.8 GWh in 2013, cover aimed at people with electric vehicles (cars and/ compared with 2.7 GWh in 2012. Air-conditioning is still or motorcycles). In addition, APRIL Entreprise offers the main area of consumption. Various prevention and reduced insurance premiums for businesses that are communication actions were rolled out in 2013 with a certified as eco-responsible. view to encouraging staff to follow the building’s heating and air-conditioning guidelines. 2.1.8.2/3 Environment: APRIL encouraging eco-friendly behaviour 2.1.8.2/3.4 Paper-free policy
The CSR Department oversees the various environmental All of APRIL Santé Prévoyance’s flows circulate based initiatives and encourages eco-friendly behavior among on a system for the electronic management of customer staff: sorting waste within the company, eco-mobility, etc. files. The company also offers a fully paper-free process for taking out cover thanks to an electronic signature 2.1.8.2/3.1 APRIL’s review of its greenhouse gas system: 50% of health insurance policies are taken out emissions in this way. In addition, through its structural activity, 90% of the flows relating to healthcare services are In accordance with French Decree 2011-829 of July processed automatically thanks to synchronization 11th, 2011 concerning the application of Article 75 of the with the NOEMIE healthcare system and the various Grenelle II Act, APRIL Santé Prévoyance, a subsidiary healthcare providers in France. Moreover, to tackle of APRIL group, carries out every year a review of its any improper use of paper, 50% of benefit statements greenhouse gas emissions. Considering the consistent and 35% of premium requests are sent out to French nature of activities in all the group’s companies, it has customers by email. been estimated that the findings from this review can be extrapolated for the group as a whole. 2.1.8.2/3.5 Datacenter energy consumption The first greenhouse gas emissions review drawn up for 2011 highlighted three areas to be worked on with a In 2013, thanks to a policy to refresh its obsolete view to limiting the group’s impact on the environment: machines (eight machines), the group was able to the management of its vehicle fleet, the consumption stabilize its datacenter’s energy consumption levels at of paper and the management of energy aspects 33 kWh per month (compared with a monthly average of for IT facilities. The process to update the data for 35 kWh in 2012 and 36 kWh in 2011). In addition, during APRIL Santé Prévoyance’s greenhouse gas emissions APRIL’s first Green Day event, organized in spring at review in 2012 identified a 14% reduction in greenhouse the head office in order to raise staff awareness of eco- gas emissions (reduction in vehicle fuel and electricity mobility and responsible initiatives, they were invited to consumption levels). take some simple steps to save energy, such as turning To further strengthen its dynamic commitment to off their computers and screens at the end of each day. protecting the environment, APRIL rolled out several initiatives in 2013. 2.1.8.2/3.6 Impact of vehicles
2.1.8.2/3.2 Waste management At the beginning of 2013, a car policy was drawn up for managing the vehicle fleet with a view to ensuring Thanks to the approach adopted for sorting and recycling effective control over the group’s vehicle-related CO2 waste, APRIL has been able to recycle more than 48 tons emissions. In 2013, 61% of the new vehicles had a CO2 of paper, 813 kg of plastic bottles and 259 kg of cans. This emissions cap of 120 g/km, illustrating the determined
ANNUAL FINANCIAL REPORT 57 MANAGEMENT REPORT
approach to achieve a fleet with lower pollution levels. 2.1.8.2/4.1 APRIL’s regional and economic impact Lastly, the first Green Day in Lyon made it possible to raise awareness among the 1,300 staff in this city on APRIL is conscious of its regional, economic and social eco-mobility with various events and activities: testing impact in terms of both regional development and an eco-driving simulator, setting up a dedicated stand employment. The networks of APRIL Mon Assurance on Lyon’s public transport services, and creating and APRIL Santé stores enable the group to be present a community for car-sharers on the Grand-Lyon throughout France (191 stores). In addition, thanks to car-sharing site. its network of 20,000 distributors and its 42 companies, APRIL is present in 37 countries (see map in 2.1.8.2/1.1). 2.1.8.2/4 Civil society: APRIL committed to a more Moreover, the APRIL group ensures a strong focus on responsible and accessible society local employment in connection with its international development (only one expatriate employee in 2013).
Location of the APRIL network in continental France and overseas regions
151 agencies
12 agencies
16 agencies 11 agencies
1 agency
APRIL is stepping up its commitment to building the association of APRIL policyholders and the LH2 nationwide coverage through its societal initiatives. For institute, the APRIL Foundation also carries out a instance, APRIL is supporting the Entrepreneurs de la “responsible health survey” each year. This study is Cité foundation in connection with the development of carried out with French people in order to find out their a network of retired staff from the insurance world as views on France’s healthcare system. The foundation’s volunteer ambassadors in order to provide advice and third activity involves supporting projects in partnership support for micro-entrepreneurs from five regions. with charities, foundations or NGOs in line with its areas for intervention. 2.1.8.2/4.2 APRIL Foundation 2.1.8.2/4.3 Sourcing and outsourcing policy The APRIL Foundation aims to contribute towards a more responsible and accessible world, while offering the keys The APRIL group does not centralize its purchases, to make everyone an «entrepreneur for their life». Within which enables the companies to focus on using local the framework of its original mission, the foundation is suppliers. Indeed, more than 42% of the companies have ramping up its actions to cover three areas: fair health, a responsible procurement policy from a geographical professional integration and social integration. Thanks to perspective. In addition, more than 79% encourage the its 17 founding companies7, the foundation has a budget use of social integration organizations for their purchases, of €2,550,000 for five years. such as ESAT vocational rehabilitation centers8 and EA Each year, the foundation releases a publication as part sheltered workshops9. The main missions assigned to of its “Clearing up fact and fiction” collection. Health these structures include envelope packing, the provision and sleep: fable or fiction published in November 2013 of staff, cleaning services, catering and printing10. Lastly, provides the keys to making the right choices when it APRIL spent over €105,000 in 2013 with the sheltered comes to sleep by putting some preconceived ideas sector. to bed (11,000 copies published). In partnership with
6 Germany, Andorra, Argentina, Belgium, Belarus, Brazil, Bulgaria, Cambodia, ALP Prévoyance, APRIL Entreprise, APRIL Entreprise Est, Solucia Protection Canada, Chile, Colombia, Croatia, Spain, USA, France, Great Britain, Juridique, Axeria Prévoyance, APRIL International Voyage, APRIL International Hungarian, India, Ireland, Italy, Lithuania, Malta, Mexico, Poland, Portugal, Expat. Romania, Russia, Serbia, Singapore, Slovakia, Slovenia, Switzerland, 8 Etablissements et Services d’Aide par le Travail /Caritative institutions and Thailand, Tunisia, Turkey, Ukraine, Uruguay. services through Work. 7 APRIL, APRIL Prévoyance Santé, APRIL Dommages, APRIL Santé 9 Entreprises Adaptées / Adapted Enterprises. Prévoyance, APRIL Partenaires, APRIL Entreprise Immobilier, Moral Caraïbes, 10 Data collected through external survey. APRIL Moto, APRIL Entreprise Prévoyance, APRIL Entreprise Caraïbes,
58 ANNUAL FINANCIAL REPORT 2.1.8.2/4.4 Fair practices operates in a regulated sector, consumer protection is a The group ensures the fairness of its practices in- major focus in its compliance arrangements. house based on several mechanisms (internal control, The group regularly checks the compliance of the acquisition audit, internal audit, etc.). products and services sold, particularly with a view Each group company is responsible for ensuring to ensuring it is in line with consumer protection compliance with local regulations. Moreover, as APRIL arrangements.
2.1.8.3 — Table of correspondence with the international CSR standards Management GRI 3.1 ISO 26000 Report EMPLOYEES – Social data Employment Total headcount and breakdown of employees by gender, by level of training (excl. legal obligation), by age, by type of contract (excl. legal obligation), by professional category (excl. legal obligation) LA1 6.4 2.1.8.2/1.1 and by geographical area Recruitment and redundancies LA2 6.4.3 2.1.8.2/1.2 Remuneration and changes EC1 6.8, 6.8.3 2.1.8.2/1.1 Organization of work Organization of working time LA3 6.4.4 2.1.8.2/1.1 Absenteeism LA7 6.4.6 2.1.8.2/1.5 Relations with employees Organization of management-employee dialogue in France and internationally LA4 6.4.5 2.1.8.2/1.3 Review of collective agreements LA4 6.4.3, 6.4.5 2.1.8.2/1.4 Health and safety Conditions for health and safety in the workplace in France and internationally LA6, LA8 6.4, 6.4.6 2.1.8.2/1.5 Review of agreements signed with the unions for health and safety in the workplace LA9 6.4, 6.4.6 2.1.8.2/1.4 Occupational accidents (frequency and severity) and occupational illnesses LA7 6.4, 6.4.6 2.1.8.2/1.5 Training Training policies implemented LA11 6.4, 6.4.7 2.1.8.2/1.6 Total number of hours of training LA10 6.4, 6.4.7 2.1.8.2/1.6 Fair treatment Measures taken to promote gender equality, the employment and integration of disabled people, LA13 6.3.7, 6.4.3 2.1.8.2/1.7 and antidiscrimination policies Promotion of and compliance with ILO agreements Promotion of and compliance with the stipulations from ILO agreements: respect for freedom of 6.2, 6.3, association and the right to collective bargaining, elimination of discrimination in hiring and employment LA, HR 2.1.8.2/1.9 6.4, 6.3.10 practices, elimination of all forms of forced or compulsory labor, and effective abolition of child labor ENVIRONMENT – Environmental data General environmental policy Company's organization to take environmental issues into account. As relevant, environmental as- EN26 6.5 2.1.8.2/3 sessment or certification procedures Environmental protection training and information actions for staff EN26 6.5 2.1.8.2/3 Pollution and waste management Measures to prevent, recycle and eliminate waste at the head office and subsidiaries EN22 6.5 2.1.8.2/3.2 Sustainable use of resources EN8, EN3, Water and energy consumption at the head office 6.5.4 2.1.8.2/3.3 EN4 Consumption of raw materials at the head office and subsidiaries EN1 6.5.4 2.1.8.2/3.2 Measures taken to make more efficient use of raw materials EN1 6.5.4 2.1.8.2/3.4 EN5, EN6, Measures taken to improve energy efficiency and use of renewable energies 6.5.4 2.1.8.2/3.5 EN7 Climate change EN16 to 2.1.8.2/3.1, Greenhouse gas emissions 6.5.3, 6.5.5 EN20 2.1.8.2/3.6 11 Excluding legal requirement: APRIL discloses important and representative indicators of its activity. (Continue on next page)
ANNUAL FINANCIAL REPORT 59 MANAGEMENT REPORT
Management GRI 3.1 ISO 26000 Report CIVIL SOCIETY – Societal data Territorial, economic and social impact of the company’s business Impact in terms of regional development and employment EC8, EC9 6.6.6 2.1.8.2/4.1 Impact on local populations EC8, EC9 6.6.6 2.1.8.2/4.1 Relations with people or organizations concerned by the company’s business
2.1.8.2/2.1, Conditions for dialogue with stakeholders – group's general policy, with our customers and our staff PR5 6.7, 6.7.6 2.1.8.2/1.8
Relations with people or organizations concerned by the company's business (stakeholders): 6.8, 6.8.3, EC1, EC3 2.1.8.2/4.2 Partnership or sponsorship activities – group scope 6.8.9
Outsourcing and suppliers Taking societal and environmental stakes into account in the procurement policy EC6 6.8, 6.8.5 2.1.8.2/4.3 Importance of outsourcing and inclusion of CSR in relations with suppliers and subcontractors EC6 6.8, 6.8.5 2.1.8.2/4.3 Fair practices Actions to prevent corruption SO 6.6.3 2.1.8.2/4.4 Measures to ensure the health and safety of consumers PR 6.7 2.1.8.2/4.4 CUSTOMERS – Product and customer data (excl. legal obligation) Products (excl. legal obligation) Offers for ill or disabled customers (excl. legal obligation) HOL HOL 2.1.8.2/2.2 Offers for customers facing social or economic difficulties (excl. legal obligation) HOL HOL 2.1.8.2/2.2 Offers contributing towards the fight against climate change and environmental protection (excl. legal EN6 6.5 2.1.8.2/2.2 obligation)
2.1.9 — Description of the main risks 2.1.10 — Information on the share capital and voting rights The Risk Manager is responsible for the overall management of risks within the group. Within this Breakdown of the share capital and voting rights framework, the risk manager has been tasked to identify In accordance with the provisions of Article L. 233-13 the main risk factors defined in the APRIL group risk of the French Commercial Code, and on account of repository, including risks relating to business lines the information and notifications received pursuant to and insurance operations, market risks, and legal non- Articles L. 233-7 and L. 233-12 of the said Code, the compliance risks. shareholders directly or indirectly owning more than 5%, 10%, 15%, 20%, 25%, 33.33%, 50%, 66.66%, 90% 2.1.9.1 — Business-related risks or 95% of the share capital or voting rights at General Meetings are, to the company’s knowledge, as follows: See part §1.3.5.1 of the annual financial report. – At December 31st, 2013, Evolem (indirectly 100% 2.1.9.2 — Market risks (interest rate, foreign controlled by Bruno Rousset) owned over 50% of the exchange, equity, credit) share capital and over 66.66% of voting rights;
See part §1.3.5.2 of the annual financial report. – Shares held by this shareholder have not been pledged.
2.1.9.3 — Legal risks Changes to the breakdown of share capital and voting rights in the fiscal year just ended See part §1.3.5.3 of the annual financial report. Fidelity Investments has held since April 3rd, 2013, over 5% of the share capital. 2.1.9.4 — Industrial and environmental risks Change in the market value of shares See part §1.3.5.4 of the annual financial report. APRIL’s share opened at €15.05 on January 2nd, 2013 and closed out the year on December 31st, 2013 at 2.1.9.5 — Insurance and risk coverage €14.66, down 2.59% over the year. See part §1.3.5.5 of the annual financial report.
60 ANNUAL FINANCIAL REPORT 2.1.11 — Employee share ownership 2.1.12.1 — Corporate officers compensation
In accordance with the provisions of Article L. 225-102 Pursuant to the new provisions of the new economic of the French Commercial Code, we are reporting on regulations law (Loi sur les Nouvelles Régulations employee shareholding as on the last day of the financial Economiques) of May 15th, 2001, incorporated into year, i.e. at December 31st, 2013. Article L. 225-102-1 of the French Commercial Code, you are hereby informed of the total compensation and Employee profit sharing represents 0.27% of the capital, benefits of all types paid during the year to each corporate through an APRIL share-based mutual fund. officer and the compensation and benefits of all types that each of the said officers received during the year from the Company, controlled and controlling companies 2.1.12 — Information on corporate as per Article L. 233-16 of the French Commercial Code. officers 2.1.12.1/1 Mr. Bruno Rousset, Chairman and CEO (since January 1st, 2013)
Summary of compensation, options and shares awarded to Mr. Bruno Rousset, Chairman and CEO
2012 2013
Compensation due for the year (detailed in Table 2) € 107,577* € 108,138**
Value of pluriannual variable compensation awarded during the year N/A N/A Value of options awarded during the year N/A N/A Value of options awarded during the year N/A N/A TOTAL € 107,577* € 108,138**
Summary of compensation awarded to Mr. Bruno Rousset, Chairman and CEO
2012 2013 Due Paid Due Paid Fixed gross €100,000 €100,000 €100,000 €100,000 Variable, annual N/A N/A N/A N/A Variable, pluriannual N/A N/A N/A N/A Exceptional N/A N/A N/A N/A Director's fees N/A N/A N/A N/A Benefits in kind €7,577 €7,577 €8,138 €8,138 TOTAL €107,577* €107,577* €108,138** €108,138**
* With the following breakdown: €70,000 for his office as Chairman of the Board of Directors of APRIL; €30,000 for his office as Chairman and Chief Executive Officer of Evolem SA; €7,577 corresponding to benefits in kind. Mr Bruno Rousset’s access to a company car constitues a benefit in kind. This benefit in kind, calculated on an annual flat-rate basis representing 12% of the purchase cost. ** With the following breakdown: €70,000 for his office as Chairman and CEO of APRIL; €30,000 for his office as Chairman and CEO of Evolem SA; €8,138 corresponding to benefits in kind. Mr Bruno Rousset’s access to a company car constitues a benefit in kind. This benefit in kind, calculated on an annual flat-rate basis representing 9% of the purchase cost.
Stock options Performance shares Mr. Bruno Rousset was not awarded any stock options Mr. Bruno Rousset was not awarded any performance or warrants by the issuer or any group company during shares by the issuer or any group company during the the year ended December 31st, 2013. year ended December 31st, 2013.
Mr. Bruno Rousset did not exercise any stock options or No performance shares became available for Mr. Bruno warrants during the year ended December 31st, 2013. Rousset during the year ended December 31st, 2013.
ANNUAL FINANCIAL REPORT 61 MANAGEMENT REPORT
Compensation or benefits due Compensation rela- Supplementary pension Employment contract or likely to be due when en- tive to a no-compete scheme Executive corporate officers ding or changing functions clause
Yes No Yes No Yes No Yes No
Bruno Rousset, Chairman and CEO Date of the previous renewal: 18/04/2013 End of term-of-office: X X X X 2016 AGM to approve 2015 financial statements
2.1.12.1/2 Company directors
Table 1
Director’s fees and other compensation received by corporate officers table
Corporate officers Amounts paid in 2012 (1) Gross amounts to be paid in 2013 (2)
André Arrago Director’s fees €13,200 €9,350 Other compensation N/A N/A Jean-Claude Augros (*) Director’s fees €15,950 €3,850 Other compensation N/A N/A Bernard Belletante Director’s fees €26,950 €16,500 Other compensation N/A N/A Bruno Bonnell Director’s fees €13,200 €4,400 Other compensation N/A N/A Chiara Corazza Director’s fees €8,800 €9,900 Other compensation N/A N/A Dominique Druon Director’s fees N/A €9,350 Other compensation N/A N/A Florence Durousseau Director’s fees N/A €8,250 Other compensation N/A N/A Philippe Marcel Director’s fees €28,050 €13,750 Other compensation N/A N/A Guy Rigaud (**) Director’s fees €19,250 €3,850 Other compensation N/A N/A
62 ANNUAL FINANCIAL REPORT Director’s fees and other compensation received by corporate officers table
Corporate officers Amounts paid in 2012 (1) Gross amounts to be paid in 2013 (2)
Jean-Pierre Rousset Director’s fees €22,550 €14,300 Other compensation N/A N/A Dominique Takizawa Director’s fees €21,450 €17,600 Other compensation N/A N/A Jacques Tassi Director’s fees €31,350 €15,950 Other compensation N/A N/A Isabelle Vidal Director’s fees N/A €7,150 Other compensation N/A N/A TOTAL €200,750 €134,200 (*) Mr. Jean-Claude Augros’ term-of-office ended at the Annual General Meeting on April 18th, 2013. (**) Mr. Guy Rigaud’s term-of-office ended at the Annual General Meeting on April 18th, 2013. (1) Amounts paid in April 2013 for the year 2012. (2) Amounts to be paid in April 2014 for the year 2013.
2.1.12.2 — List of all offices and functions held in any company by each officer
Offices in 2013
Members of the Board of Directors
Bruno Rousset (French nationality) Current offices and functions (within the group):
APRIL
Chairman of the Board of Directors and CEO since January 1st, 2013 Office ending: General Meeting to approve financial statements at December 31st, 2015 Chairman of the Investment Committee and member of the Sustainable Development Committee (Compensation committee excepted), and Strategic Committee
Office ending: (AGM to approve Company Office starting Function financial statements at) APRIL Mon Assurance 03/10/2013 31/12/2018 APRIL Marine 03/10/2013 31/12/2016 Moral Caraïbes 03/10/2013 31/12/2013 CAEG 08/10/2013 31/12/2013 APRIL Entreprise Immobilier 07/10/2013 31/12/2018 Axeria Prévoyance 25/02/2009 31/12/2018 Member of the Board of Directors Solucia Protection Juridique 24/10/2013 31/12/2017 APRIL Moto 20/11/2013 31/12/2018 APRIL Gamma 15/04/2013 31/12/2015 GIE APRIL Digital 15/04/2013 31/12/2013 APRIL Prévoyance Santé 07/10/2013 31/12/2016
ANNUAL FINANCIAL REPORT 63 MANAGEMENT REPORT
APRIL International Expat 25/11/2011 31/12/2016 APRIL Entreprise Paris 08/10/2013 31/12/2013 Member of the Board of Directors APRIL Portugal 04/06/2008 31/12/2015 Mancini Assurances 09/09/2013 31/12/2018 APRIL Partenaires Réunion 17/09/2013 31/12/2015 APRIL Partenaires 14/02/2013 31/12/2018 APRIL Entreprise 20/02/2013 31/12/2018 GIE APRIL Asset Management 25/01/2013 31/12/2014 APRIL Entreprise Réunion 18/04/2011 31/12/2015 APRIL International 20/09/2008 31/12/2013 Judicial 25/02/2013 31/12/2014 GIE APRIL Ressources 26/03/2013 31/12/2013 GIE APRIL Office 26/02/2013 31/12/2013 Permanent representative of APRIL APRIL Group Vie Epargne 04/07/2011 31/12/2014 APRIL Santé 31/05/2007 10/04/2013 APRIL Santé Prévoyance 04/04/2013 31/12/2014 Assurtis 04/04/2013 31/12/2014 Cetim 04/04/2013 31/12/2018 APRIL Entreprise & Collectivités 06/03/2008 31/12/2013 APRIL Entreprise Prévoyance 20/04/2009 31/12/2014 ALP Prévoyance 31/07/2012 31/12/2017 APRIL International E.M.E.A. 18/02/2013 31/12/2013 Member of the Board of Directors, APRIL Dommages 16/07/2013 31/12/2018 Chairman and CEO Axeria IARD 04/10/2013 31/12/2018 Member of the Board of Directors and Chairman GIE ABDC 07/02/2011 31/12/2016 Permanent representative of APRIL Dommages GIE APRIL Ressources 26/03/2013 31/12/2013 Permanent representative of APRIL Technologies APRIL 01/01/2013 31/12/2015 Chairman and CEO
Offices (outside of APRIL) currently held:
Evolem SA Chairman and CEO Evolem 3 SAS Chairman Evolem Développement EURL Manager Rousset & Rousset SARL Manager Groupe Norbert Dentressangle SA Member of the Supervision Board (company listed on Euronext Paris) Vivier Merle (SC) Co-manager Evolem Citoyen endowment fund Chairman of the Board of Directors SAS Bruno Rousset Chairman
Offices (outside of APRIL) held over the last five years, but no longer held at present:
Terre d’Entreprises Member of the Supervision Board Banque Populaire de Lyon SA Director Evolem Aviation Chairman Monceau Assurances SA Director Insign Communications Permanent representative of Evolem 1
64 ANNUAL FINANCIAL REPORT André Arrago (German nationality)
Current offices and functions:
APRIL Director Office ending: General Meeting to approve financial statements at December 31st, 2015 Member of the Audit Committee
Outside of APRIL Hannover Re Member of the Executive Board (company listed on the German market) Groupement Français de Caution Member of the Board of Directors
Offices (outside of APRIL) held over the last five years, but no longer held at present:
Outside of APRIL La Mutuelle des Transports et Artisans Member of the Board of Directors
Bernard Belletante (French nationality)
Current offices and functions:
APRIL Director Office ending: General Meeting to approve financial statements at December 31st, 2015 Member of the Sustainable Development Committee, Strategic Committee and Investment Committee
Outside of APRIL Groupe Association Kedge Business School CEO & Dean Chapitre des Grandes Écoles de Management Chairman Réseau Méditerranéen des Écoles de Management (RMEM) Chairman Office de Coopération Économique pour la Méditerranée et l’Orient (OCEMO) Vice-Chairman Association pour le Progrès du Management Director Conférence des Grandes Écoles Director Techné SA Director Altarès Chairman of the Scientific Board Comité d’Orientation du Centre Européen pour les PME Member Institut Français des Administrateurs (IFA) Member
Offices (outside of APRIL) held over the last five years, but no longer held at present:
Outside of APRIL Altidiem Lobyn Director Bemobee Solutions Director Comité 21 Director
ANNUAL FINANCIAL REPORT 65 MANAGEMENT REPORT
Bruno Bonnell (French nationality)
Current offices and functions:
APRIL Director Office ending: General Meeting to approve financial statements at December 31st, 2015 Member of the Sustainable Development Committee and Strategic Committee
Outside of APRIL
Danone SA Director (company listed on Euronext Paris) Member of the Social Responsibility Committee
Robopolis SA Director I.Volution SAS Chairman Pathé SAS Member of the Executive Board EM Lyon Business School Chairman of the Board of Directors Banque Rhône Alpes Director INSA Director
Offices (outside of APRIL) held over the last five years, but no longer held at present:
Outside of APRIL ANF Immobilier Member of the Supervision Board Eurazéo SA Member of the Supervision Board Zslide SA Member of the Supervision Board Sorobot SAS Chairman Awabot SAS Chairman Pob Chairman Syrobo (professional syndicate) Chairman
Chiara Corazza (Italian and English nationality)
Current offices and functions:
APRIL Director Office ending: General Meeting to approve financial statements at December 31st, 2013 Member of the Strategic Committee and Investment Committee
Outside of APRIL None
Offices (outside of APRIL) held over the last five years, but no longer held at present:
None
66 ANNUAL FINANCIAL REPORT Dominique Druon (French nationality)
Current offices and functions: APRIL Director Office ending: General Meeting to approve financial statements at December 31st, 2015 Member of the Sustainable Development Committee and Strategic Committee
Outside of APRIL Aliath Chairman
Offices (outside of APRIL) held over the last five years, but no longer held at present:
Outside of APRIL Groupe Altia Director, member of the Board Altran Middle East Chairman Excellia Chairman Diorem Chairman
Florence Durousseau (French nationality)
Current offices and functions: APRIL Director Office ending: General Meeting to approve financial statements at December 31st, 2015 Member of the Audit Committee
Outside of APRIL None
Offices (outside of APRIL) held over the last five years, but no longer held at present:
None
Philippe Marcel (French nationality)
Current offices and functions: APRIL Director Office ending: General Meeting to approve financial statements at December 31st, 2015 Chairman of the Sustainable Development Committee and member of the Strategic Committee
Outside of APRIL Sipemi SAS Chairman GL Events SA (company listed on Euronext Paris) Director U 1 Sports (Spanish company) Director Novalto SA Chairman of the Supervisory Board Partners In Business Management (SAS) Chairman SilliKer Inc. (US company) Director MG Fil Conseil (SAS) Chairman Aldes SA Director IDAL (SAS) Chairman
ANNUAL FINANCIAL REPORT 67 MANAGEMENT REPORT
Offices (outside of APRIL) held over the last five years, but no longer held at present:
Outside of APRIL Adecco Holding France SAS Chairman Avion Ecco (GIE) Director Adecia – Sa Director Altedia SA Director Adecco SA (Swiss company) Director Adecco Travail Temporaire SAS Chairman AHF e Business - SAS Chairman Ecco SAS Chairman Adia SAS Chairman Interecco Management CEO, Director Sistel Services SAS Olsten SA Olsten TT SA Olsten TT Sud SA Quick Medical Services SA ASVEL Basket SASP Ajilon France SA Alexandre Tic SA Pixid SNC
Jean-Pierre Rousset (French nationality)
Current offices and functions:
APRIL Director Office ending: General Meeting to approve financial statements at December 31st, 2015 Member of the Sustainable Development Committee and Strategic
Outside of APRIL SAS Kertes Conseil Chairman Euralia France Co-manager Euralia (Belgium) Deputy Director Elan Partners Co-manager
Offices (outside of APRIL) held over the last five years, but no longer held at present:
Offices (outside of APRIL) held over the last five years, but no longer held at present: TBWA Corporate Chairman Agence Elan CEO
68 ANNUAL FINANCIAL REPORT Dominique Takizawa (French nationality)
Current offices and functions:
APRIL Director Office ending: General Meeting to approve financial statements at December 31st, 2013 Chairman of the Audit Committee and member of the Investment Committee
Outside of APRIL ABL, Inc. (USA) Member of the Board ADOCIA Director Mérieux Nutrisciences (USA) Member of the Board TSGH chez Transgène SA Permanent representative Lyon Place Financière et Tertiaire Director Lyon Pôle Bourse Director
Offices (outside of APRIL) held over the last five years, but no longer held at present:
Outside of APRIL Avesthagen Director bioMérieux Bénélux Director MACSF Epargne Retraite Director and member of the Audit Committee Thera Conseil Director Shantha Biotechnics (India) Director and member of the Audit Committee Shanh Director
Jacques Tassi (French nationality)
Current offices and functions:
APRIL Director Office ending: General Meeting to approve financial statements at December 31st, 2015 Chairman of the Strategic Committee and member of the Sustainable Development Committee and Investment Committee
Outside of APRIL Actes Sud Member of the Supervisory Board Imminence SA Member of the Board of Directors Afternext SAS Chairman of the Executive Board
Offices (outside of APRIL) held over the last five years, but no longer held at present:
Outside of APRIL Agriclic Member of the Board of Directors Edisys Member of the Board of Directors Criston Member of the Board of Directors Elsys Design Member of the Board of Directors Spidcom Member of the Board of Directors
ANNUAL FINANCIAL REPORT 69 MANAGEMENT REPORT
Isabelle Vidal (French nationality)
Current offices and functions:
APRIL Director Office ending: General Meeting to approve financial statements at December 31st, 2015 Member of the Strategic Committee
Outside of APRIL Wanimo SAS CEO SARL Animaux point Com Manager Société Civile ID Sournac Co-manager SARL IDS Gestion Co-manager SNC BDB Gestion Marine Co-manager SARL Chalets Z Co-manager SARL MDB Reyrieux Co-manager SARL SUM LAB Co-manager
Offices (outside of APRIL) held over the last five years, but no longer held at present:
None
2.1.13 — Renewal of the offices of in Lyon, France, a genuinely new market for which certain directors she won several awards, she is now Chief Executive of HomeServe for Continental Europe and has also A proposal will be submitted to the general meeting on developed Spain, Italy and Germany, creating the April 24th, 2014 to renew the offices of the following Board European market leader for home repairs and assistance members: services. In addition, she is a director of the Franco- British Chamber of Commerce and was named female – Madame Dominique Takizawa; entrepreneur of the year for the insurance industry by – Madame Chiara Corazza. L’Argus de l’Assurance in December 2013.
It is reminded that these two candidates can be considered In view of the independence criteria set out in the as independent Directors. Their biographical details are in Board’s bylaws, the Board of Directors considers that paragraph 1.5.1.1 Mrs. Rachael Hughes, candidate for a position as director, can be considered as an independent Director and meets all the criteria of independence. 2.1.14 — Appointment of a new Board member 2.1.15 — Stock options
We recommend appointing as member of the Board of In accordance with the provisions of Article L. 225-184 directors: of the French Commercial Code, the General Meeting is informed of the stock option schemes put in place – Mrs. Rachael Hughes, 42 quai Jean-Charles Rey, in a special report. Details on the current stock option 98000 Monaco, for three years, i.e. through to the schemes are also given in § 1.5.3.2 of the annual General Meeting held in 2017 to approve the financial financial report. statements for the previous financial year;
– Mrs Rachael Hughes, a UK national, studied in both 2.1.16 — Free shares England and France before starting her career in Latin America. She was part of the team to launch the Mexican In accordance with the provisions of Article L. 225-197-4 business of CHEP, an Anglo-Australian joint venture in of the French Commercial Code, the General Meeting is the logistics sector, before moving to Argentina in 1997 informed of the free shares granting operations put in place where she led work to establish CHEP in South America, in a special report. before heading up CHEP Argentina.
In 2001, she launched HomeServe, which was present exclusively in the UK at the time. After setting up Domeo
70 ANNUAL FINANCIAL REPORT 2.1.17 — Number of shares purchased growth operations [it being understood that shares or sold by the company over the year acquired in this respect may not exceed 5% of the company’s share capital];
The Company owned 378,679 APRIL shares at – Covering stock option schemes and/or bonus share December 31st, 2013, acquired at an average unit price plans (or related plans) for the group’s employees and/or of €28.92, representing 0.926% of the share capital: corporate officers, as well as all allocations of shares in connection with a company or group savings scheme (or – Total value based on the purchase price: €10,952,881.18 related plan), company profit-sharing system and/or all – Total par value of shares held: €151,472.00 other forms of awarding shares to group employees and/ or corporate officers; During the year, 196,060 shares were acquired and 196,494 were sold with a view to coordinating the – Covering marketable securities entitling holders to the company’s stock price under an AMAFI liquidity allocation of company shares in line with regulations in agreement. force;
During the year, the company purchased a total of – Cancelling any shares acquired, provided the 196,060 shares, and sold off 196,494, with an average authorization is granted by the present combined general purchase price of €14.37 and an average sale price of shareholders’ meeting in its sixteenth extraordinary €14.43. resolution.
The trading costs incurred totaled €37,705. However, such transactions cannot be carried out during No reallocations were made in 2013. a public offering period.
In 2013, 30,650 shares were used for bonus shares The company would reserve the right to use options or allocation. derivatives in accordance with the regulations in force.
We recommend setting the maximum purchase price 2.1.18 — Authorisation for the at €60 per share. In the event of an operation on the company to buy back its own shares as share capital, notably a stock split or consolidation or the provided for under Article L. 225-209 free allocation of shares, the abovementioned amount of the French commercial code would be adjusted in the same proportions (investment multiplier equal to the ratio between the number of We recommend granting the Board of Directors, for shares making up the capital before the transaction and an 18-month period, the powers required to purchase the number of shares after the transaction). company shares in one or more transactions and at the times that it deems necessary for up to 5% of the In this way, the maximum amount for the operation would share capital, adjusted as relevant in order to factor in be set at €122,712,405. any capital increase or reduction operations that may be carried out during the course of the program. As a result of the cancellation objective, we ask that you authorize the Board of Directors for a 24-month period to This authorization would supersede the authorization cancel, on its decisions alone, on one or more occasions given to the Board of Directors at the General Meeting and within the limit of 10% of the capital, calculated on on April 18th, 2013 in its sixteenth ordinary resolution. the day of the cancellation decision, after deducting any shares cancelled during the previous 24 months, any Such acquisitions may be carried out with a view to: company shares that it currently holds or may come to hold in the future further to buyback transactions – Coordinating the secondary market or liquidity for carried out in connection with its buyback program, and APRIL’s share through an investment service provider to reduce the share capital accordingly pursuant to the under a liquidity agreement in accordance with the legal and regulatory provisions in force. AMAFI compliance charter approved by the AMF; The Board of Directors would therefore have the powers – Keeping any shares purchased and redeeming them to do whatever is necessary in this respect. subsequently in exchange or as payment for external
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2.1.19 — Financial authorizations and delegations proposed at the General Meeting
The details of valid delegations is summarized in the table below:
Summary of valid authorizations and delegations to increase the share capital
Residual amount Date of the Previous years Current year End date Authorized amount on February 26th, EGM increases increases 2014
5% Authorization to of the share capital 4.25% of the issue stock options April 21st, 2011 June 20th, 2014 (a) N/A on first allocation share capital (19th resolution) date
Authorization to 5% grant bonus shares of the share capital 5% of the April 21st, 2011 June 20th, 2014 N/A N/A to be issued on the date of the share capital (20th resolution) award decision
Delegation to increase the capital through the incorporation of April 26th, 2012 June 25th, 2014 €10,000,000 N/A N/A €10,000,000 reserves, profits or issue premiums (11th resolution)
Delegation to increase the capital through the issuing Maximum nominal of ordinary shares amount of ordinary and/or marketable shares: €8,000,000 securities with an €8,000,000 (shares) equity component April 26th, 2012 June 25th, 2014 N/A N/A and/or giving right Maximum €150,000,000 to allocation of nominal amount (securities) debt securities, of debt securities: with preferential €150,000,000 subscription rights maintained (12th resolution) Delegation to increase the capital through the issuing Maximum nominal of ordinary shares amount of ordinary and/or marketable shares: securities with an €1,600,000 €1,600,000 equity component (shares) and/or giving right April 26th, 2012 June 25th, 2014 N/A N/A Maximum to allocation of €150,000,000 nominal amount debt securities, (b) (securities) of debt securities: with preferential €150,000,000 subscription rights waived, based on a public offer (13th resolution)
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72 ANNUAL FINANCIAL REPORT Residual amount Date of the Previous years Current year End date Authorized amount on February 26th, EGM increases increases 2014 Delegation to increase the capital Maximum nominal through the issuing amount of ordinary of ordinary shares shares: and/or marketable €5,000,000 securities with an €5,000,000 and 20% of the equity component (shares) share capital and/or giving right April 26th, 2012 June 25th, 2014 N/A N/A per year to allocation of €150,000,000 debt securities, (b) (securities) Maximum with preferential nominal amount subscription rights of debt securities: waived, based on a €150,000,000 private placement (14th resolution) Delegation to increase the Maximum nominal capital in return for amount of ordinary contributions in kind 10% of the shares: comprising securities April 26th, 2012 June 25th, 2014 N/A N/A share capital at 10% of the share or marketable April 26th, 2012 capital at April 26th, securities with an 2012 equity component (16th resolution) Delegation to increase the capital through share issues with preferential Maximum nominal subscription rights amount of ordinary April 26th, 2012 June 25th, 2014 N/A N/A €500,000 waived reserved shares: for members of a €500,000 company savings scheme (17th resolution) (a) Details of the authorization granted to the Board of Directors by the General Meeting on April 21st, 2011 through plans 29 to 32 appear on the table summarizing stock options in paragraph 1.5.3.2. (b) Global amount for both categories.
In addition, you will be asked to renew the following €10,000,000. This amount would not include the total delegations and authorizations expiring in 2014. nominal value of any additional ordinary shares to be issued with a view to safeguarding, as required under 2.1.19.1 — Delegations to increase the share capital French law, the rights of holders of marketable securities through incorporation of reserves, profits and/or entitling them to access the capital. This cap would be premiums independent from all of the maximum limits provided for under the Meeting’s other delegations. The delegation of authority with a view to increasing the share capital through the incorporation of reserves, profits 2.1.19.2 — Delegations to issue new ordinary and/or premiums is due to end on June 25th, 2014. shares and/or marketable securities entitling access to the capital and/or entitling to the We therefore ask that you renew it and authorize the allocation of debt securities Board of Directors for a further 26-month period to increase the capital through the incorporation into the The delegations of authority with a view to issue new capital of reserves, profits, premiums or any other sums ordinary shares and/or marketable securities through that may be capitalized, through the issue and free cash contributions with preferential subscription rights allocation of shares or through raising the par value for maintained and waived are due to end on June 25th, 2014. existing ordinary shares, or a combination of these two We therefore ask that you renew them under the following processes. conditions.
The nominal amount of any capital increases that may These delegations are intended to give full powers to be carried out under this delegation may not exceed the Board of Directors to issue at the times it deems
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necessary ordinary shares and/or marketable securities the capital and/or entitling to the allocation of debt entitling holders to access, immediately or at any time in securities with preferential subscription rights the future, ordinary shares and/or marketable securities waived through a public offering entitling to the allocation of debt securities, during a 26 month timeframe. Under this delegation, issues would be carried out through a public offering. As required under French law, the marketable securities to be issued may entitle holders to access the ordinary Preferential subscription rights to ordinary shares and/ shares of any company that directly or indirectly owns or securities giving access to capital would be waived, more than half of the share capital of our company or with the option for the Board to grant shareholders the any company in which our company directly or indirectly opportunity to subscribe in priority. owns over half of the share capital. The maximum global nominal amount of shares issuable 2.1.19.2/1 Delegations to issue new ordinary shares may not exceed €1,600,000. To this amount would be and/or marketable securities entitling access to added, if necessary, the nominal value of shares to be the capital and/or entitling to the allocation of debt issued to preserve, in accordance with the law and, securities with preferential subscription rights where applicable, contractual stipulations providing for maintained other adjustments, the rights of holders of securities giving access to the company’s capital. We recommend setting the maximum global nominal amount of shares issuable under this delegation at This cap would be independent from all of the maximum €8,000,000. To this amount would be added, if necessary, limits provided for under the Meeting’s other delegations. the nominal value of shares to be issued to preserve, in accordance with the law and, where applicable, contractual stipulations providing for other adjustments, The nominal amount of debt securities that may be the rights of holders of securities giving access to the issued may not exceed €150,000,000. company’s capital. This amount would be deducted from the maximum The nominal amount of debt securities that may be issued nominal amount of debt securities that may be issued out under this delegation may not exceed €150,000,000. based on the authorization to issue shares and/or securities with preferential subscription rights waived, The caps listed above would be independent from all through a private placement. of the maximum limits provided for under the Meeting’s other delegations. The sum paid to or due to be paid to the company for each one of the ordinary shares issued, after factoring in, in the Under this delegation, issues of ordinary shares and/ case of the issue of stock warrants, the subscription price or marketable securities entitling access to the capital of such warrants, would be determined in accordance would be carried out with preferential subscription rights with the legal and regulatory provisions in force and maintained for shareholders. will therefore at least be equal to the minimum required under Article R. 225-119 of the French commercial code If subscriptions on an irrevocable basis and, if applicable, at the time when the Board of Directors implements the on a revocable basis, have not accounted for the entire delegation. issue, the Board of Directors may use the following options: In the event of an issue of securities as payment for securities contributed in connection with a public – Limiting the issue to the amount of subscriptions exchange offer, the Board of Directors will have, within collected, it being understood that in case of issuing the abovementioned limits, the powers required to set ordinary shares or share-based securities, the amount the list of securities tendered in exchange, to define the of the subscriptions should be at least ¾ of the issue conditions for such issues as well as the exchange ratio amount that has been decided for this limitation to be and, as relevant, the amount of the cash balance to be possible; paid, and lastly, to determine the terms of issue.
– Freely distributing all or part of any securities not If subscriptions have not accounted for the entire issue, subscribed for; the Board of Directors may use the following options:
– Offering all or part of any securities not subscribed for – Limiting the issue to the amount of subscriptions to the public. collected, it being understood that in case of issuing ordinary shares or share-based securities, the amount 2.1.19.2/2 Delegations with preferential subscription of the subscriptions should be at least ¾ of the issue rights waived amount that has been decided for this limitation to be possible; 2.1.19.2/2.1 Delegations to issue new ordinary shares – Freely distributing all or part of any securities not and/or marketable securities entitling access to subscribed for.
74 ANNUAL FINANCIAL REPORT 2.1.19.2/2.2 Delegations to issue new ordinary legal and regulatory provisions in force, the number of shares and/or marketable securities entitling access securities provided for in the initial issue. to the capital and/or entitling to the allocation of debt securities with preferential subscription rights 2.1.19.3 — Delegation of authority to increase the waived through a private placement share capital in return for contributions in kind of securities and marketable securities Under this delegation, issues would be carried out through an offering as set out in Section II of Article To facilitate external growth operations, we ask that you L. 411-2 of the French monetary and financial code. grant the Board of Directors a delegation to increase the share capital through the issue of ordinary shares Preferential subscription rights to ordinary shares and/ or marketable securities with an equity component with or securities giving access to capital would be waived. a view to covering any contributions in kind granted to the company and comprising capital securities or The maximum global nominal amount of shares issuable marketable securities with an equity component. may not exceed €5,000,000, being specified that it would also be limited to 20% of capital per year. To this This delegation is to be granted for a 26-month period. amount would be added, if necessary, the nominal value of shares to be issued to preserve, in accordance with The total nominal amount of ordinary shares that may be the law and, where applicable, contractual stipulations issued under this delegation may not exceed 10% of the providing for other adjustments, the rights of holders of share capital not taking into account the nominal value of securities giving access to the company’s capital. ordinary shares to be issued to preserve, in accordance with the law and, where applicable, contractual This cap would be independent from all of the maximum stipulations providing for other adjustments, the rights limits provided for under the Meeting’s other delegations. of holders of securities giving access to the company’s capital. This cap would be independent from all of the The nominal amount of debt securities that may be maximum limits provided for under the Meeting’s other issued may not exceed €150,000,000. delegations.
This amount would be deducted from the maximum 2.1.19.4 — Delegation of authority to increase nominal amount of debt securities that may be issued capital for members of a company savings scheme based on the authorization to issue shares and/or securities with preferential subscription rights waived, This resolution is submitted for your approval, to comply through a public offering. with the provisions of Article L. 225-129-6 of the French Commercial Code, under which the Extraordinary The sum paid to or due to be paid to the company for each General Meeting must also approve a resolution to one of the ordinary shares issued, after factoring in, in the the realization of a capital increase in accordance with case of the issue of stock warrants, the subscription price Articles L. 3332-18 and following of the Labor Code, of such warrants, would be determined in accordance when it delegates its authority to carry out a capital with the legal and regulatory provisions in force and increase in cash. The next meeting being called to will therefore at least be equal to the minimum required approve the delegations that may eventually generate under Article R. 225-119 of the French commercial code capital increases in cash, it must therefore also approve at the time when the Board of Directors implements the a delegation in favor of members of a company savings delegation. scheme, it being noted that the inclusion in the agenda of this delegation in favor of members of a company If subscriptions have not accounted for the entire issue, savings scheme also allows the Company to meet its the Board of Directors may use the following options: three-year obligation under the above provisions.
– Limiting the issue to the amount of subscriptions As part of this delegation, we propose to authorize the collected, it being understood that in case of issuing Board of Directors to increase the share capital on one or ordinary shares or share-based securities, the amount more occasions by issuing ordinary shares or securities of the subscriptions should be at least ¾ of the issue giving access to the capital of the company in favor of amount that has been decided for this limitation to be members of one or more company or group savings possible; schemes established by the company and / or related – Freely distributing all or part of any securities not French or foreign companies under the conditions of subscribed for. Article L.225-180 of the French Commercial Code and the Article L.3344-1 of the French Labour Code. 2.1.19.2/3 Delegation to increase the amount of issues in the event of excess demand Pursuant to the provisions of Article L.3332-21 of the Labour Code, the Board of Directors may provide for Under the aforementioned delegations with preferential the free allocation to the beneficiary, of shares issued subscription rights maintained and waived, we ask that or to be issued or other securities giving access to the you grant the Board of Directors the right to increase, capital, issued or to be issued, of the Company under under the conditions and within the limits set by the the employer contribution that could be paid under the
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regulations of company or group savings schemes and/ The total number of options that may be awarded by the or, where applicable, as a discount. Board of Directors under this delegation may not entitle beneficiaries to subscribe for or purchase a number of According to French law, the General Assembly shares exceeding 5% of the existing share capital on the would waive the preferential subscription rights of day of the first allocation, being specified that within this shareholders. limit the total number of options that may be awarded to the company’s corporate officers may not entitle to The maximum nominal amount of the increases that subscribe for or purchase a number of shares exceeding may be carried out through the use of this delegation 3% of the share capital. is €500,000, being specified that this cap would be independent from all of the maximum limits provided for The share subscription and/or purchase price for under the Meeting’s other delegations. To this amount beneficiaries would be set the day on which the options would be added, if necessary, the nominal value of are awarded by the Board of Directors and would shares to be issued to preserve, in accordance with correspond to 100% of the average listed share price the law and, where applicable, contractual stipulations over the 20 trading days prior to the day on which the providing for other adjustments, the rights of holders of option is awarded. securities giving access to the company’s capital. The duration of options set by the Board may not exceed This delegation is to be granted for a 26-month period. eight years from their allocation date.
In accordance with the provisions of Article L. 3332-19 In this way, and within the abovementioned limits, the of the French labor code, the price of shares to be Board would have full powers to set the other terms and issued may not be more than 20% lower (or 30% when the conditions for options to be awarded and exercised, scheme’s planned lock-in period as per Articles L. 3332- 25 notably defining the conditions under which options may and L. 3332-26 of the French labor code is greater than be granted, defining the list or categories of beneficiaries or equal to 10 years) than the average opening price as stipulated above, setting the periods for exercising for the share during the 20 trading sessions prior to options awarded in this way, performing or calling on the Board of Directors’ decision relative to the capital third parties to perform all the actions and formalities increase and the issue of the corresponding shares, to make any capital increases that may, as relevant, and may not be any higher than this average. be carried out, amending the bylaws accordingly and generally doing whatever is necessary. Within the limits set out above, the Board of Directors shall have the powers required notably with a view to 2.1.19.5/2 Authorization to award bonus shares to setting the conditions for the issues, acknowledging the salaried members of staff (and/or certain corporate achievement of the resulting capital increases, amending officers) the bylaws accordingly, booking, on its initiative alone, the costs for capital increases against the amount of the corresponding premiums, and deducting the sums We recommend authorizing the Board of Directors, for a required to take the legal reserve up to one tenth of the 38-month period, as per Article L.225-197-1 of the French new capital after each increase against this amount, commercial code, to freely award new shares resulting and more generally doing whatever is necessary in this from a capital increase through the incorporation of respect. reserves, premiums or profits, or existing shares.
2.1.19.5 — Authorizations for individual employee The beneficiaries of such allocations could be: shareholding – Salaried members of staff from the company or directly To allow the continuation of an incentive employee or indirectly related companies as per Article L.225-197-2 shareholding policy likely to encourage the development of the French commercial code; of the company, we offer to authorize the Board to proceed with the award of stock options and bonus – Corporate officers who fulfill the conditions of Article shares as follows: L.225-197-1 of the French commercial code.
2.1.19.5/1 Authorization to award stock options and/ The number of bonus shares that may be awarded by or warrants the Board of Directors under the present delegation may not exceed 5% of the existing share capital on the day We recommend authorizing the Board of Directors, for a of the allocation, being specified that within this limit 38-month period, to award stock options and/or warrants the total number of shares that may be awarded to the to some or all staff or certain categories of staff, and/ company’s corporate officers may not exceed 3% of the or corporate officers as defined by French law, from the share capital. company or related companies or economic interest groups under the conditions set out in Article L.225-180 The awarding of shares to beneficiaries would be of the French commercial code. definitive at the end of a vesting period, the duration of which will be determined by the Board of Directors and
76 ANNUAL FINANCIAL REPORT may be no less than two years. Beneficiaries will then be capital or voting rights in the event of failure to comply required to hold such shares for a timeframe set by the with the disclosure threshold requirements under the Board of Directors, with the holding period to be no less bylaws when passing 2.5% of the capital or voting rights than two years from the date when the said shares are or any multiple thereof (Clause 10 of the bylaws); definitively awarded. – To the best of the company’s knowledge, no However, the the Board of Directors would be authorized, shareholders’ agreements or other commitments have insofar as the vesting period for all or part of one or more been entered into between shareholders; allocations represents a minimum of four years, to not set any holding period for the shares in question. – There are no securities including special rights of control; However, a double voting right is awarded to any On an exceptional basis, the allocation would become holder of fully paid-up shares who provides proof that definitive before the end of the vesting period in the they have been registered in their name for at least four event of the beneficiary’s disability in accordance with years (Article 23 of the bylaws); the second or third categories set out in Article L.341-4 of the French social security code. – The voting rights associated with APRIL shares held by staff under the APRIL equity-based mutual fund are Under this authorization, you would expressly waive exercised by a representative appointed by the mutual your preferential subscription right to any new shares fund’s Supervisory Board with a view to representing it issued through the incorporation of reserves, premiums at General Meetings; and profits. – The rules for appointing and dismissing members of In this way, and within the abovementioned limits, the the Board of Directors represent the rules applicable Board would have full powers to set the conditions and, under common law; as relevant, the criteria for awarding shares, determining the identity of beneficiaries for free allocations from – In terms of the Board of Directors’ powers, the among the people fulfilling the conditions outlined above, delegations relevant to share buyback are described in as well as the number of shares attributable to each the present report under Section 1.2.2.1 (share buyback one of them, determining the impacts on beneficiary program) and the delegations and authorizations rights, for operations modifying the capital or likely to currently valid in terms of capital increase are presented influence the value of shares to be awarded and carried in the table presenting capital increase-related out during vesting and holding periods, as relevant, and delegations presented in the previous section; ensuring the existence of sufficient reserves and, for each allocation, transferring the sums required to free – Our company’s bylaws may be amended in accordance up the new shares to be awarded over to an unavailable with the legal and regulatory provisions in force; reserve account, deciding on capital increases through the incorporation of reserves, premiums or profits further – In 2012, there were no specific agreements providing to the issuing of new shares awarded freely, acquiring for compensation for members of the Board of Directors the shares required in line with the share buyback or employees if they resign or are dismissed without program and transferring them over to the allocation any genuine and serious grounds or if their employment scheme, and generally doing whatever is necessary ends as a result of a public offering. for the implementation of the present authorization in accordance with the regulations in force. 2.1.21 — Regulated agreements and commitments 2.1.20 — Elements likely to have an impact in the event of a public We are able to inform you that no new agreements have been put in place as defined by Articles L. 225-38 et seq offering of the French commercial code, and as indicated in the statutory auditor’s special report. In accordance with Article L. 225-100-3, we would like to inform you about the following points: 2.1.22 — Transactions on securities by – The structure of the capital and any known direct or indirect equity interests of the company, with all corporate officers, senior executives or corresponding information, are presented in Chapter 1.2 their close relatives in 2013 in the main document 1 of the annual financial report; N/A – There are not any bylaw restrictions concerning the transfer of shares or the exercise of voting rights, with the exception of the bylaw sanction for forfeiting voting 2.1.23 — Statutory auditors’ offices rights which may be requested during a General Meeting by one or more shareholders holding at least 5% of the With the offices of the incumbent statutory auditor
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Mazars and its deputy Mr Michel Barbet-Massin due to – Their report on the consolidated financial statements; end following the next general meeting, you will be invited to reappoint them for a six-year period, i.e. through to the – Their special report on the agreements covered under end of the ordinary annual general meeting to be held in Articles L. 225-38 et seq of the French commercial code; 2020 and convened to approve the financial statements for the year ending December 31st, 2019. – Their report on the Chairman of the Board of Directors’ report as per the last paragraph of Article L. 225-235 of Similarly, as the offices of the incumbent statutory auditor the French commercial code; Deloitte & Associés and its deputy Beas are due to end following the next general meeting, you will be invited to – Their report as independent experts on the social, reappoint them for a six-year period, i.e. through to the environmental and societal data. end of the ordinary annual general meeting to be held in 2020 and convened to approve the financial statements for the year ending December 31st, 2019. 2.1.25 — Shareholder consultation on elements of the 2013 compensation of We can inform you that the candidate(s) has (have) not audited any contribution or merger transactions over the Mr. Bruno Rousset, Chairman and last two years concerning the company or its controlled CEO (Say on pay) companies as defined by Article L. 233-16 of the French commercial code. In accordance with the recommendations of Article 24.3 of the AFEP-MEDEF Code of corporate governance 2.1.24 — Co-Statutory Auditors’ review for listed companies, revised in June 2013, which the company refers to, we submit for your review the The following reports are going to be presented to you: elements of remuneration due or awarded for the year ended December 31st, 2013 to Mr. Bruno Rousset, – The general report drawn up by your co-statutory Chairman and CEO, whose presentation is detailed auditors on the statutory financial statements; below:
78 ANNUAL FINANCIAL REPORT Elements of remuneration due Amounts or book value Presentation or awarded for the year ended submitted to votes
€100,000 (*) The amount of Mr Bruno Rousset's fixed compensation has not Fixed compensation Amount due changed since December 2008
Mr Bruno Rousset does not have any variable annual Annual variable compensation N/A compensation
Mr Bruno Rousset does not have any deferred variable Deferred variable compensation N/A compensation
Mr Bruno Rousset is not entitled to any pluriannual variable Pluriannual variable compensation N/A compensation
Exceptional compensation N/A Mr Bruno Rousset is not entitled to any exceptional compensation
Stock options, performance shares or Mr Bruno Rousset does not have any stock options, performance N/A any other long term compensation item shares or any other long term compensation item
Director’s fees N/A Mr Bruno Rousset does not have any Director’s fees
Mr. Bruno Rousset has a benefit in kind under the provision of a Value of any benefit in kind €8,138 company car.. This benefit in kind, calculated on an annual flat- rate basis represents 9% of the purchase cost.
Mr. Bruno Rousset does not have any commitment made by the Severance pay N/A company in respect of the termination of his duties as Chairman and CEO
Non-competition benefit N/A Mr Bruno Rousset does not have any non-competition benefit
Mr Bruno Rousset does not have any supplementary pension Supplementary pension scheme N/A scheme
(*) €70,000 for his office as Chairman and CEO of APRIL. €30,000 for his office as Chairman and CEO of Evolem SA.
Conclusion We will ask you to duly note the information contained in the present report for the members of the Board of Directors, to approve the annual and consolidated financial statements for the past year, as they have been presented to you, as well as all the resolutions submitted to you by your Board of Directors.
ANNUAL FINANCIAL REPORT 79 MANAGEMENTPART REPORT 2.2
FIVE YEAR FINANCIAL SUMMARY (IN €)
Table of five year financial summary (in€ )
Year ending 31/12/2013 31/12/2012 31/12/2011 31/12/2010 31/12/2009
Duration of each fiscal year 12 months 12 months 12 months 12 months 12 months
CAPITAL AT YEAR-END Share capital 16,361,654 16,361,654 16,361,654 16,357,654 16,357,654 Number of shares: – ordinary 40,904,135 40,904,135 40,904,135 40,894,135 40,894,135 – with priority dividends Maximum number of shares to be created: – through bond conversions – through subscription rights OPERATIONS AND EARNINGS Revenues (excl. VAT)
Income before tax, profit-sharing, contribution 23,454,003 8,365,182 53,092,017 43,803,409 66,524,234 to provisions and amortization
Corporate income tax -8,077,504 -8,652,527 -10,410,218 -11,750,703 -18,271,749 Employee profit-sharing 600,870 148,406 310,034 221,309 266,453 Contribution to provisions and amortization -14,437,158 -43,186,506 8,914,233 32,119,540 14,874,355 Net income 45,367,795 60,055,809 54,277,968 23,213,263 69,655,175 Distributed income* 20,452,068 13,498,365 20,043,026 20,038,126 17,993,419 EARNINGS PER SHARE
Earnings after tax, profit-sharing, before 0.76 0.41 1.54 1.35 2.07 contribution to provisions and amortization
Earnings after tax, profit-sharing, contribution 1.11 1.47 1.33 0.57 1.70 to provisions and amortization
Allocated dividend 0.50 0.33 0.49 0.49 0.44 WORKFORCE Average headcount 41 44 39 33 30 Payroll 3,874,071 3,826,422 3,381,088 2,446,646 1,760,055 Amounts paid in company benefits 2,000,807 2,979,342 2,611,042 1,428,441 1,188,385
* Distribution subject to approval or approved by the General Meeting (including treasury stock).
80 ANNUAL FINANCIAL REPORT PART 2.3
CHAIRMAN OF THE BOARD’S REPORT
APRIL French limited company (société anonyme) with a Board 2 – The internal control and risk management procedures of Directors with share capital of €16,361,654.00 put in place by your company. Head office: 114 boulevard Marius Vivier Merle – 69003 LYON FRANCE This report also specifies the principles and rules set for RCS LYON 377 994 553 determining the compensation and benefits of any kind awarded to corporate officers, in addition to the elements ------likely to have an impact in the event of a public offering.
Chairman of the board’s report The procedures implemented for the drafting of this report (article L. 225-37 of the French commercial code) were based on the work carried out, coordinated by the Control and Internal Audit Manager and the Corporate Dear Shareholders, Officer in conjunction with the Finance Division and the main group divisions. This report is also based on the In accordance with the provisions of Article L. 225-37 of exchanges that took place with the Audit Committee the French Commercial Code, please find hereafter our and the Statutory Auditors, as well as the findings from report relative to: internal audits conducted within the group.
1 – The makeup of the Board and the application of In terms of a corporate governance code, our company the principle for a balanced representation of men and refers to the AFEP/MEDEF corporate governance code women within it, the conditions for the preparation and for listed companies modified in June 2013 and available organization of the Board’s work, any restrictions applied on the MEDEF site: www.medef.com. The provisions on the powers of the Chairman and Chief Executive from this code which have been removed are detailed Officer, references made to a corporate governance below: code and specific conditions for shareholder participation in the General Meeting;
Recommandations set aside Justification of non-compliance of the recommandation set-aside
It has not been deemed useful to organize staggered appointments of Board Staggering of Board members appointments members given the short duration of the directors’ term of office.
Given the organization of the group, it has not been deemed useful to establish The establishment of an appointments and compensation an appointments and compensation committee, since the main functions are committee currently performed by the Sustainable Development Committee.
This report was submitted for approval by the Board of 2.3.1.1 — Board structure Directors on February 26th, 2014 and transmitted to the statutory auditors. Article 14 of our bylaws stipulates that the Board of Directors must have a minimum of three members, but may comprise up to eighteen members, who are 2.3.1 — Conditions for the preparation appointed for a three-year period of office and may be and organization of the Board of reelected. Your company’s Board of Directors currently has 12 members. Directors’ work The following table presents a summary of changes to the composition of the Board during the last financial year and up until the date when this report was prepared:
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Name of Board member Type of change Effective date Diversification in the Board's composition
André Arrago Renewal April 18th, 2013 -
Bernard Belletante Renewal April 18th, 2013 -
Bruno Bonnell Renewal April 18th, 2013 -
Dominique Druon First appointment April 18th, 2013 Independence and feminization
Florence Durousseau First appointment April 18th, 2013 Independence and feminization
Philippe Marcel Renewal April 18th, 2013 -
Bruno Rousset Renewal April 18th, 2013 -
Jean-Pierre Rousset Renewal April 18th, 2013 -
Jacques Tassi Renewal April 18th, 2013 -
Isabelle Vidal First appointment April 18th, 2013 Independence and feminization
Jean-Claude Augros Term of office April 18th, 2013 -
Guy Rigaud Term of office April 18th, 2013 -
With regard to the shorter term of office for directors, it – Be an employee or corporate officer of the company, has not been judged useful to organize a staggering of an employee or director of its parent company or any of appointments for Board members, as recommended by its consolidated companies currently or at any point in the AFEP/MEDEF code. the last five years;
A list of the members of the company’s Board of Directors, – Be a corporate officer in a company in which the notably including any functions held in other companies, company directly or indirectly holds any directorship or is given in the Board of Directors’ management report. in which an employee appointed as such or a corporate officer of the company (currently or at any point in the With regard to offices held in listed companies: last five years) holds any directorship;
– Mr. Bruno Rousset, Chairman of the Board, is a member – Be a customer (or directly or indirectly related), supplier, of the Supervision Board of Norbert Dentressangle; investment banker or commercial banker: • Having material relationships with the company or its – Mr. Bruno Bonnell, director, is a director of Danone SA; group, • Or for which the company or its group represents a – Mr. Philippe Marcel, director, is a director of GL Events; significant percentage of their business.
– Mr. André Arrago, director, is a member of the Executive – Have any close family ties with a corporate officer; Board of Hannover Ré. – Have served as an auditor for the company at any In line with the corporate governance recommendations, point over the last five years; seven of the Board’s 12 members are independent. The independent members are: – Serve as a director for the company for more than 12 years. – Chiara Corazza; – Dominique Druon; Directors representing significant shareholders in the – Florence Durousseau; company or its parent company may be considered – Philippe Marcel; independent provided that they are not involved in the – Dominique Takizawa; company’s control. Above a limit representing 10% of the – Jacques Tassi; capital or voting rights, the Board must systematically – Isabelle Vidal. review a director’s independence, taking into account the makeup of the company’s capital and the existence Under the terms of the Board’s bylaws, to be considered of potential conflicts of interest. independent, members of the Board of Directors may not:
82 ANNUAL FINANCIAL REPORT Explanations Chiara Dominique Florence Philippe Dominique Jacques Isabelle Independent directors in case of non- Corazza Druon Durousseau Marcel Takizawa Tassi Vidal compliance Not being or having in the past 5 years: – an employee or corporate officer of the company or a group company, – a corporate officer in a company in which X X X X X X X X the company holds any directorship or in which an employee appointed as such or a corporate officer of the company (currently or at any point in the last five years) holds any directorship Not being a significant customer, supplier, investment banker or commercial banker of the company or its group or X X X X X X X X for which the company or its group represents a significant percentage of their business. Not having any close family X X X X X X X X ties with a corporate officer Not having served as an auditor for the company at X X X X X X X X any point over the last five years Not serve as a director for the company for more than X X X X X X X X 12 years Not being a shareholder participating in the control of the company or its parent X X X X X X X X company (threshold of 10% of capital or voting rights)
* The material nature of Mrs Florence Durousseau’s business relationship was discussed within the Board on December 12th, 2013, concluding that Mrs Florence Durousseau could be classed as an independent director considering the volume of business between the April group and Munich Ré and considering that Munich Ré is not a significant supplier.
With regard to the representation of men and women The Sustainable Development Committee held four within the Board, you are reminded that the Board has 5 meetings over the last fiscal year. The average rate of female and 7 male members, i.e. a proportion of women attendance for members was 84% in 2013. It is made up of 42%. The company is compliant with the regulations of the Chairman of the Board and six members of which governing the representation of women within the Board three are independent Directors: of Directors. – Philippe Marcel (Président); The Board of Directors has set up four Committees, – Bernard Belletante (*); defining their makeup and remits. These Committees – Bruno Bonnell; report to the Board of Directors on their activities. – Dominique Druon (membre indépendant); – Jean-Pierre Rousset; Firstly, the Sustainable Development Committee: – Bruno Rousset; its mission is to oversee the main strategic and – Jacques Tassi (membre indépendant). organizational issues facing the company (group culture, human resources policy, governance rules, compensation policy, CSR policy, customer surveys (*) In accordance with Article 3 of the Board of Directors’ Internal analysis). Management actions are taken based on the Regulations, Bernard Belletante is no longer considered to be an report that it submits, at the end of every session, to the independent member in 2013 as he had been in office for longer than Board of Directors. 12 years.
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The non-independent members have been chosen – The efficiency and effectiveness of internal control and in view of their skills and expertise in relation to this risk management systems; Committee’s missions. – The legal auditing of the accounts by the statutory The Chairman of the Sustainable Development auditors; Committee is an independent Director. – The independence of the statutory auditors. The main points covered during 2013 were as follows: The Audit Committee reviews the accounts two days – CSR reporting; before Board meetings on average. At any time, it may interview the statutory auditors and the finance, – 2013 remuneration framework for corporate officers; accounting and cash management directors. In connection with the presentation of the audit plan – Presentation of findings from the Reflets survey; and risk mapping, the Audit Committee interviews the group’s risk manager. The Audit Committee may also – Presentation of the Customer Performance data and call on external experts, but did not consider this to be surveys; necessary in 2013.
On account of the group’s organization, it has not The committee serves as the Audit Committee for the been deemed useful to set up an appointments group’s insurance companies for the application of the and compensation committee, notwithstanding the exemption mechanism provided for under Article L.823-20 recommendations from the reference code in this area, of the French commercial code and took over the duties for which the principal remits are currently performed by formerly performed by the Insurance Committee. the Sustainable Development Committee. Nevertheless, when the Sustainable Development Committee looks at More specifically, the Committee reviewed press compensation issues, Mr Bruno Rousset is not involved releases relating to financial communications (2013 in the decisions. quarterly revenues and half-year accounts).
The Sustainable Development Committee reports on its It reviewed the half-year and full-year accounts, as well work and mission at each Board of Directors’ session, as the corresponding reports. providing the Board with all relevant information. It reviewed the Chairman’s report, as well as the internal At the Board of Directors meeting on March 4th, 2010, control and audit approach. an Audit Committee has been created. The Audit Committee reports on its work and mission at Regarding the Audit Committee, the group refers to the each Board of Directors’ session, providing the Board taskforce report on audit committees, dated July 22nd, 2010, with all relevant information. that was headed by Mr Poupart Lafarge, and applies its conclusions. The group’s Investment Committee is called on prior to the acquisition of an equity interest, the creation of It held five meetings over the last fiscal year. The average activities, a significant investment in a company or a rate of attendance for members was 91% in 2013. disinvestment. It rules definitively. The report on the Investment Committee’s decisions is transmitted to the This committee is made up of three Directors, two of members of the Board of Directors. It did not meet over whom are independent as defined by the Board’s bylaws: the last fiscal year.
– Dominique Takizawa (Chairman and independent The Board of Directors voted to appoint its representatives member); within the APRIL Investment Committee for the duration of their directors’ term of office. With the exception of – André Arrago; Mr. Bruno Rousset and Mr. Bernard Belletante since 2013, they all are independent Directors: – Florence Durousseau (independent member). – Bruno Rousset (Chairman); Mrs. Dominique Takizawa is independent and has – Bernard Belletante (*); specific financial and accounting expertise in view of her – Chiara Corazza (independent member); professional experience. – Dominique Takizawa (independent member); – Jacques Tassi (independent member). In addition, all the Committee members have a minimum level of financial and accounting expertise.
The Audit Committee is responsible for monitoring: (*) In accordance with Article 3 of the Board of Directors’ Internal Regulations, Bernard Belletante is no longer considered to be an independent member in 2013 as he had been in office for longer than – The process for the preparation of financial information; 12 years.
84 ANNUAL FINANCIAL REPORT The Investment Committee’s mission is to review and report, as well as certain changes to the governance analyze various external growth projects during the year. rules (limiting the combination of offices, say on pay approach). With regard to the Sustainable Development The Investment Committee reports on its work and Committee, which also acts as the Compensation mission at each Board of Directors’ session, providing Committee, Mr Bruno Rousset, an executive officer of the Board with all relevant information. APRIL, will no longer be a member of this committee in accordance with the new provisions of the AFEP- The Strategic Committee’s role is to support the MEDEF code. management team with defining the multiyear strategy and any changes to strategic choices, in addition to With regard to the conflict of interest concepts, Article conducting reviews with management to monitor the 4.2 of the bylaws stipulates that under their fiduciary implementation of action plans, particularly in connection duty, members of the Board of Directors must not under with budgetary policies. any circumstances act in their own interests against those of the company which they administrate. The Strategic Committee is made up of the following members of the Board of Directors: Directors represent all the shareholders and must act under all circumstances in the interests of the company, – Jacques Tassi (Chairman and independent member) ; corresponding to the common interests of shareholders. – Bruno Bonnell; – Bernard Belletante (*); In a situation involving or potentially involving a conflict – Dominique Druon (independent member); of interest between the company’s best interests and – Philippe Marcel (independent member); their direct or indirect personal interests or the interests – Chiara Corazza (independent member); of the shareholder or group of shareholders which they – Jean-Pierre Rousset; represent, the directors concerned must: – Bruno Rousset; – Isabelle Vidal (independent member). – Refrain from taking part in the voting process on the corresponding deliberation; It held three meetings over the last fiscal year. The average – Notify the Board as soon as they become aware of rate of attendance for members was 82% in 2013. this; – Accept all the consequences of this concerning the More specifically, the Committee covered the following performance of their office. points in 2013: In this way, depending on the scenario, they will need to: – Presentation of the French National Interprofessional Agreement and its impacts/opportunities for the group; – Either refrain from taking part in the voting process on the corresponding deliberation; – Key account partnership development and strategy. – Or not attend the Board of Directors’ meetings during the period when they are concerned by a conflict of 2.3.1.2 — Bylaws interest situation; – Or resign from their position as a director. The Board of Directors has adopted a set of bylaws, the main provisions of which are outlined below: Directors may be held liable if they fail to comply with these rules for abstaining or withdrawing. – Role of the Board of Directors; – Structure of the Board of Directors; In addition, the Chairman of the Board of Directors has – Ethical obligations and duties for members of the the option to not send any information or documents Board of Directors; relating to the contentious subject to directors whom he – Board of Directors’ organization and operations; has serious reasons to believe may be in a conflict of – Board of Directors’ information; interest situation, and will notify the Board of Directors – Missions and organization of the committees; that this information has not been sent on. – Director compensation; – Conditions for amending the bylaws. 2.3.1.3 — Frequency of meetings
The bylaws were amended once in 2013 following the In accordance with its bylaws, the Board may meet as recommendations of the AFEP-MEDEF code from June often as necessary in the interests of the Company and 2013, introducing changes to the governance code for at least four times a year, as requested by the Chairman listed companies. The new recommendations primarily of the Board of Directors or, if the Board has not met for concern the information contained in the annual financial more than two months, as requested by at least one third of the directors.
(*) In accordance with Article 3 of the Board of Directors’ Internal Over the past fiscal year, your Board of Directors met four Regulations, Bernard Belletante is no longer considered to be an independent member in 2013 as he had been in office for longer than times. 12 years.
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2.3.1.4 — Notices to attend for members financial issues, human resources, the organization, activities, etc. The members of the Board of Directors were given notice to attend by an ordinary letter in accordance with 2.3.1.6 — Organization of meetings a schedule that is set at the beginning of the year but may be modified over the course of the year as required Four Board of Directors’ meetings were held in the by events or at the request of several Board members. presence of the directors, in accordance with the internal regulations. 2.3.1.5 — Information for members The average rate of attendance for members of the The members of the Board of Directors have been Board of Directors in 2013 was 91%. provided with all the necessary documents and information in the form and timeframes required to To facilitate the presence of Board members during deliberate under satisfactory conditions. Furthermore, a meetings, videoconferences or conference calls may specific report is drawn up each quarter for the members be organized in accordance with the regulations, as of the Board of Directors with numerous indicators on provided for under Article 14 of the bylaws.
Directors Rate of attendance to Board of Directors’ meetings in 2013
Bruno Rousset 100% André Arrago 75% Jean-Claude Augros 100% Bernard Belletante 100% Bruno Bonnell 50% Chiara Corazza 100% Dominique Druon 100% Florence Durousseau 100% Philippe Marcel 75% Guy Rigaud 100% Jean-Pierre Rousset 100% Dominique Takizawa 100% Jacques Tassi 75% Isabelle Vidal 100%
Rate of attendance to Committees in 2013 Directors Audit Committee Sustainable Development Committee Strategic Committee Bruno Rousset 100% 100% André Arrago 80% Jean-Claude Augros 100% Bernard Belletante 66% 100% 100% Bruno Bonnell 25% 0% Chiara Corazza 100% Dominique Druon 100% 100% Florence Durousseau 100% Philippe Marcel 75% 75% Guy Rigaud 100% Jean-Pierre Rousset 100% 100% Dominique Takizawa 100% Jacques Tassi 100% 100% Isabelle Vidal 100%
86 ANNUAL FINANCIAL REPORT 2.3.1.7 — Minutes of meetings determining compensation granted to the corporate officers of APRIL or its companies. Minutes are drawn up further to each meeting of the Board of Directors. Detailed information is provided in Section 2.1.12.1 of the management report. A draft version of these minutes is sent out to each one of the members with the notice to attend the following The Board of Directors determines the conditions and meeting and is voted on by members as soon as the amount of compensation for the Chairman and Chief session is opened. Executive Officer.
2.3.1.8 — Role of the Board of Directors Mr. Bruno Rousset, as Chairman and Chief Executive Officer, receives €70,000 (gross) in annual compensation, APRIL’s Board of Directors performs all of the missions unchanged from the previous year. He does not receive required under French law. With the presence of several any variable compensation. He has a company car in independent members, it is designed to act as force to line with the group’s standards and is covered by the provide alerts, take a critical view of issues and submit same healthcare and benefits system as the company’s proposals. Over the past year, in addition to the decisions other staff. required by the laws and regulations in force, the Board of Directors addressed the following main issues: Director’s fees Only the external members of the Board of Directors who – Reviews looking into the general rollout of do not have an executive office within the group receive supplementary health cover; directors’ fees for their participation in governance bodies. – Reviews looking into the growth plan and the corresponding action plans; The Ordinary General Meeting approves the amount of director’s fees granted to the members of the Board of – Presentation of the group’s five priorities for 2013. Directors for the past financial year. The average level of compensation per external director for their participation 2.3.1.9 — Evaluation of the Board of Directors’ work in meetings for Board of Directors and Committees came to €12,200 for 2013. During its meeting in August 2013, in accordance with the AFEP-MEDEF recommendations, the Board carried The amount of directors’ fees is determined based on out a self-assessment of its work, making it possible to members’ attendance of Board and Committee meetings. identify areas for improvement. The allocation of directors’ fees is drawn in line with the This assessment was carried out in August 2013 based following principle: on a targeted questionnaire looking at how the Board is made up and functions, the committees and the role of For each Board of Directors session: €1,650 gross the Board of Directors in terms of strategy. For each Committee* session: €1,100 gross
Following this assessment, the main recommendations This compensation includes preparations for and were as follows: participation in the sessions concerned.
– Changes to presentations for directors, notably including market trends when presenting the business;
– Distinction between media for information and presentation to enable a better understanding of the stakes involved and facilitate exchanges between directors;
– Training rolled out for directors on insurance businesses;
– Annual involvement of a specialized firm to present the industry’s main changes and challenges for the future.
2.3.1.10 — Rules for determining corporate officer compensation
In accordance with the provisions of the Article L.225-37 of the French Commercial Code, we are reporting to * The fees allocated to the Chairmen of all Committee is €2,200 for each you on the following governance rules, applicable for session.
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Board meetings AC SDC SC TOTAL André Arrago 4,950 4,400 9,350 Jean-Claude Augros 1,650 2,200 3,850 Bernard Belletante 6,600 2,200 4,400 3,300 16,500 Bruno Bonnell 3,300 1,100 4,400 Chiara Corazza 6,600 3,300 9,900 Dominique Druon 4,950 2,200 2,200 9,350 Florence Durousseau 4,950 3,300 8,250 Philippe Marcel 4,950 6,600 2,200 13,750 Guy Rigaud 1,650 2,200 3,850 Jean-Pierre Rousset 6,600 4,400 3,300 14,300 Dominique Takizawa 6,600 11,000 17,600 Jacques Tassi 4,950 4,400 6,600 15,950 Isabelle Vidal 4,950 2,200 7,150 TOTAL 62,700 25,300 23,100 23,100 134,200 Rate of attendance 91% 91% 84% 82%
Benefits in kind 2.3.1.13 — Elements likely to have an impact in the The Board of Directors of APRIL provide their executives event of a public offering with a company vehicle and supplementary healthcare and personal protection cover identical to that granted These elements are presented in the Board’s report. to its employees.
Stock-options 2.3.2 — General internal control Under an authorization given by the Ordinary General structure Meeting, setting the term and maximum overall amount for the scheme, the Board of Directors grants certain 2.3.2.1 — Internal control definition and objectives corporate officers and group employees stock options (conditional or other), in accordance with the conditions Internal control represents a group system, defined and applicable under stock option regulations. The conditions implemented under its responsibility. for the various schemes are presented in the annual report. APRIL has put in place an internal control system designed to meet the following major objectives: No stock options or bonus shares were awarded to any of APRIL’s corporate officers in 2013. – Legal or regulatory compliance: the laws and regulations set standards for behavior which the 2.3.1.11 — Limiting the powers of the Chief company incorporates into its compliance objectives. executive Officer The company seeks to identify the rules concerning it and their changes over time, and to ensure that the The governance structure has changed since January operational activities of the various group companies are 1st, 2013, with the decision to combine the roles of the in line with the framework defined by the relevant labor Chairman of the Board and Chief Executive Officer. relations bodies, the laws and regulations applicable and This change was guided by the group’s organisational the internal rules, standards and values in force within and governance changes to meet the challenges faced, the company and the group. requiring a strong level of commitment and action by the teams. – Compliance with the instructions and guidance The Board of Directors has not set any specific set by Executive Management. restrictions concerning the powers of the Chairman and Chief Executive Officer. – Effectiveness of the company’s internal processes and the safeguarding of assets: the company seeks to 2.3.1.12 — Shareholder participation in General prevent and effectively manage the risks resulting from Meetings the activities of group companies, while securing their main operational processes and financial flows. The The conditions for shareholder convocation and group also aims at enabling newly integrated companies participation in General Meetings are presented in to benefit from the group’s internal control standards and Articles 19 and 21 of the bylaws. best practices identified and defined internally.
88 ANNUAL FINANCIAL REPORT – Reliability of financial information. the Risk Management and Internal Control Circle. He performs the group’s internal audit missions, covering Internal control contributes towards the effective all of the group’s activities and companies, and working management of the company’s activities, the efficiency with expert employees from the field being audited as of operations and the effective use of resources by relevant. He oversees the work of the Statutory Auditors identifying the significant risks, whether they concern during their interim assignments. operational, financial or compliance aspects. Members of the Risk Management and Internal Readers are reminded that as comprehensive and Control Circle effective as the internal control system may be, it may Around 20 members of staff within the group are actively only provide reasonable assurance and not an absolute working on continuously improving the internal control guarantee that the group’s objective will be met. systems put in place within the group. To some extent, this concerns resources that are dedicated exclusively 2.3.2.2 — Internal control system within the APRIL to the global internal control approach as it is the case group in the most significant companies for the internal control managers. The group incorporates the five components of the They are responsible for defining and applying a frame of reference initially published in May 2006 by the program to review the operations, controls and AMF taskforce into its internal control system, and aims processes implemented by the company. They check to incorporate changes in the general principles from the the application of the rules defined by the executive new version published by the AMF in July 2010. management team and report on their work to the group senior management team. These players may also split 2.3.2.2/1 Current organization: internal control their time between their internal control activities and players other functions such as financial control. In this way, they draw up an internal audit plan for the division, presented The control organization in place within the APRIL group to the division’s management team, in the presence of is currently based on the following players: the group’s internal audit manager. Among the internal control and risk management circle A holding company members, division-level risk managers are identified Whose governance is presented in the annual financial who take part in defining and coordinating actions report and whose operations during the year are concerning the business units for their scope, as well as indicated in Section 2.3.1. specific working groups. The holding company defines the best practices to be applied within the group and oversees the internal The members of the Solvency 2 initiatives relating control arrangements. to operational risk management Various initiatives have been organised since the start Each subsidiary has a Board of Directors, which of 2012 covering the themes identified in the internal appoints its Chief Executive Officer; the subsidiaries are control plan. These initiatives include the members grouped together in divisions, enabling a level of sharing, of the risk management circle, as well as employees expertise and control for each area of activity. and managers from the back office, performance and quality, legal, IT units, etc. with a view to expanding Group company managers the network for communicating and raising awareness, They are responsible for the implementation of as well as ensuring that their operational issues are internal control procedures intended to secure the integrated within the group framework; their participation main operational and functional processes in their contributes towards the distribution of the risk culture business unit. They are responsible for guaranteeing within the group. the application of the principles and best practices defined by the group, in conjunction with the players Group and divisions legal departments outlined below. They report to their Board of Directors These departments provide legal support for group or Supervisory Board on the risk mapping drawn up and companies, and keep them informed of major changes internal control self-assessment for their company, as in regulations. well as the corresponding action plans. A group compliance manager function includes missions to ensure compliance with the legislative and regulatory Group Risk manager provisions applicable for the industry in order to limit the He is responsible for the overall management of risks risk of irregularities and penalties. This function is part of within the group. He is responsible for ensuring the the Business Legal Department within the group holding. consistency and effectiveness of internal control within group companies To achieve this, from the risk Group technical division mapping he draws up the annual audit plan for the group This division is made up of a manager, also the Committee and the Audit Committee and carries out insurance risk manager, and an actuary, whose primary its implementation. At the same time, the risk manager missions are to secure the group’s insurance activities. coordinates and ensures the coherency of internal audit This division defines the overall risk placement policy and control missions carried out by the Members of and the reinsurance policy, in addition to establishing
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a consolidated vision of the group’s relations with risk Based on the definition of their short and medium- bearers. The technical division carries out technical term objectives and their knowledge of the internal portfolio analysis assignments and, as required, provides and external risks for their organization, each company support for the companies with their risk placement. business division formalizes its risk mapping. In light of this information, they draw up a list of internal control Quality managers projects and potential internal audit themes, which are In each one of the group’s divisions, a quality manager is covered in action plans that are monitored at least once responsible for coordinating, carrying out or supervising a year during Strategic Committee sessions. internal quality audits in line with ISO and the set of internal quality standards and customer commitments. In addition, a self-assessment system for internal control The group’s internal quality auditors conduct audit was developed and tested with pilot companies in 2010. missions throughout the year to check that the different It was deployed in nearly 40 Group companies in 2013. commitments of companies are respected. The projects These arrangements supplement the approach by and missions carried out by the quality managers are making it possible to consolidate the assessment of the presented to APRIL’s group Committee on a regular level of effective control over the risks declared during basis. the mapping process and therefore increase the level of effective control over operations. Brand committee Its mission is focused on overseeing the brand and Alongside this, work has been carried out since 2012 image; support structures are in charge of monitoring to further strengthen operational risk analysis and the brand image. documentation based on deliverables carried out in connection with the Solvency II initiatives, which are Audit Committee gradually being deployed in group companies. Its mission is presented in Section 1 of this report; it is notably tasked to ensure that the main risks facing In addition, the group invested in a compliance and the group are understood and dealt with in a suitable risk management software package in 2012, taking manner. Every half-year period, the Risk Manager and a further step forward with documenting and securing the internal audit manager have to report on progress the risk management system. This also represents an made to this committee, focusing on risk management additional communications tool, contributing towards and internal control. More specifically, they have to the distribution of the risk culture. The software package present the missions carried out in group companies, was brought into production during the second quarter the issues raised, the recommendations made and the of 2013 and now makes it possible to document and follow-up on these recommendations. analyze the risk management system on a local level for the various companies, in addition to consolidating The Audit Committee validates the audit plan, and may and analyzing this information at group level. In 2014, a ask for internal audit assignments to be added to the dedicated internal audit module will be integrated into the audit plan. Within their annual and consolidated account software, along with an incident management module. statements legal control mission, the Statutory auditors present their report to the Audit Committee. The Risk Manager identifies any new risks based on information available to him, notably from risk During the first half of 2013, the audit plan and the mappings interviews, exchanges with risk or insurance internal control plan were presented and validated by professionals, and with members of the Sustainable Audit Committee. Development Committee. He also reviews the findings and recommendations set out by the internal audit 2.3.2.2/2 Integrated process for identifying and manager in connection with their audit assignments and analyzing the main risks the assignments carried out by external players, (mainly Statutory Auditors and legal avisors). He informs the The integrated risk management process is overseen by group Committee and reports to the Audit Committee. the Risk manager. Based on the elements identified for each company and each division, the Risk manager then prioritizes the risks Risk management notably involves moves to provide identified in this way and directs the audit assignments group companies with a methodology and tools for the and internal control projects to be carried out in line with management of financial, legal, operational and strategic the risk management strategy decided on by the group risks. The risk manager helps draw up and implement or its companies. these tools with the heads of the companies concerned and the members of the Risk Management and Internal 2.3.2.3 — Control activities Control Circle. Group internal audit The identification of risks represents a key stage in The APRIL’s Risk Manager coordinates internal audit securing operational processes and financial flows activities within the group. Audit assignments are carried and the reliability of the process for drawing up and out by the holding company alone or in conjunction with processing accounting and financial information within various members of staff, members of the APRIL group’s group companies. Risk Management and Internal Control Circle.
90 ANNUAL FINANCIAL REPORT Integrated process of risk management
MTP Strategic Committee Implementation of Internal control process on major risks
Risk mapping • Identification • Evaluation Thematic IC Action plans • Prioritization workgroups • Based on • Operational risk auto-assessment Integrated analysis by process • Based on audit process of • Incidents and recommendations risk management complaints management • Management of (external) fraud risk
Operational feedback and updating • Risk mapping update • Internal control system Monitoring of evolution risk management systems • Auto-assessment results • Study of operational dysfunctions
Auto- Internal assessment audit • Group • Divisions
Organization Operating procedure Communications Group Risk Management function Integrated process of risk management Intranet Risk Management and Internal Control Circle Internal Audit charter Training materials Self assessment procedures Audit Committee report Chairman’s report on internal control
Internal audit plan – Specific missions The group’s annual audit plan is defined by the Risk They are focused on potential or proven risks that have manager in conjunction with the group’s management been identified (notably from risk mapping) for a given and validated by the Audit Committee. The audit plan company or group of companies. These assignments may also be subject to adaptations in line with any new may make it possible to ensure compliance with the areas of risk identified or specific requests made. procedures, rules and standards of the group and its companies. The internal audit plans drawn up for the divisions or companies are transmitted to the Risk Manager and – Integration follow-up missions supplement the control system put in place at group They concern the companies that recently joined the level. group. These comprehensive audits make it possible to supplement the implementation of internal control Types of internal audit missions procedures defined by the group. Any specific points We differentiate between the following types of mission: identified during audits carried out when these new companies were acquired or their first months of – Cross-business missions and optimizations integration within the group are also followed up The aim is to conduct audits on specific cross-business on in connection with these missions, with further issues for the various group companies. These missions recommendations issued as relevant. also make it possible to identify and distribute best management practices within the group. This category – Audit follow-up missions includes routine assignments concerning the general These represent audits in order to take stock of progress environment for internal control. made with the internal control system and the effective application of previous recommendations.
ANNUAL FINANCIAL REPORT 91 MANAGEMENT REPORT
On average, the group’s subsidiaries are audited every – Acceptance testing for the various modules included in five years, including the types of assignments outlined this integrated solution; above. – Training for their own know-how, as well as with a view Mission deliverables and follow-up to training up their correspondents. At the end of each mission a written report on the investigations and the synopsis of recommendations are With the deployment of the Compliance and Risk submitted to the manager of the company concerned; Management software, various communications actions the manager includes his or her comments with were rolled out making it possible to remind people recommendations in the report and cosigns it with the about the fundamentals of the group’s risk management audit team. This report is then distributed to the manager approach, while expanding the target audience. In of the company, to the manager of the division and to the addition, various steps were taken to support some of group’s management. the group’s subsidiaries with a view to promoting this deployment and providing the support required. This approach enables the units being audited to take the recommendations made on board. Alongside this, various specific initiatives were carried Follow-up missions are carried out to track the out in 2013 in the following areas: implementation of recommendations, checking progress made in reference to the latest audit. – Insurance fraud risk management; – Incident bases and complaints handling; Readers are reminded that as comprehensive and – ORSA. effective as the audit arrangements may be, they may only provide reasonable assurance and not an absolute These workshops brought together employees and guarantee that all potential shortcomings are known. managers from the back office, performance and quality, legal, IT and risk management sections, making 2.3.2.4 — Ongoing supervision of the internal it possible to ensure that the challenges facing these control system functions are effectively integrated into the group framework. The internal control system is monitored, with regular reviews of its operations by the various players described In addition, two conferences were organized by Group above (see Section 2.3.2.2/1 Internal control players) as Risk Management in 2013 on various topics helping well as the Audit Committee and the statutory auditors. distribute the risk culture within the group and promote The aim is to check its relevance and suitability in relation prevention actions. These conferences were attended to the company’s objectives. by large numbers of participants with a range of profiles.
The group’s Risk manager also contributes to this The Risks section on the group intranet has been used monitoring effort, working on exchanges with risk since 2008 to distribute practical fact sheets on various management and internal audit professionals at local or subjects relating to the internal control system and national levels. communicating on changes in the regulatory environment for group company activities. These elements are He factors in feedback from the Statutory Auditors available to all staff with access to the APRIL intranet. resulting from their interim reviews. This intranet was further enhanced since 2011 to include 2.3.2.5 — Distribution of relevant information in- a dedicated section on Solvency II, as well as a tool for house raising awareness on internal control for all staff.
This component is essential in order to rally all of the group’s companies around a common vision for internal 2.3.3 — Missions conducted in 2013 control and the use of standard techniques and terms. In 2013, 11 internal audits were carried out and 7 group The Risk Management and Internal Control Circle, companies were subject to internal control support/ grouping together the 20 members of staff focused secondment assignments. Alongside these audits carried exclusively or partially on the overall internal control out by the Group Risk Manager, around internal audit approach, is intended to distribute an effective and and control assignments were planned by the divisions consistent internal control culture, while promoting and meetings and dedicated trainings for internal control exchanges on best practices within the group, as well as improvement initiatives were carried out by the group, the latest regulatory developments. with the participation of the divisions or group companies. More specifically, these training programs followed on This year, the members of this Circle primarily looked at from the integrated compliance and risk management the deployment of the Compliance and Risk Management software’s deployment in the production environment in software, particularly in terms of: 2013. In addition, two conferences were organized on various topics contributing towards the risk culture within – Validation of the functional specifications; the group.
92 ANNUAL FINANCIAL REPORT The breakdown of these assignments across the entire In addition, some 40 companies conducted an internal group is as follows for each area and each business control self-assessment exercise in 2013, as presented division: in Section 2.3.2.2/2. Contractual compliance audits
Types of risks covered Breakdown of internal audit and control assignments carried out in 2013
Strategic steering and implementation 4% Management of claims, services and compensation 1% Personnel relations 6% Underwriting 6% General review of internal control 25% External growth 22% Fraud, malicious acts and asset protection 6% Other laws and regulations 21% Tax and accounting 6% Tools 3%
Business divisions Breakdown of internal audit and control assignments carried out in 2013
Property and Casualty 25% Health and Personal Protection 40% International (mobility/assistance) 30% Protection and Legal Services 1% GIE and other 3% were also carried out by the Business Legal Division and division concerned and the group’s Finance Division an technical audits by the Technical Division in addition to activity report enabling them to understand and validate the elements outlined above. the figures provided.
The group tax officer and the group technical officer also On a monthly basis, APRIL’s consolidation and reporting conducted targeted audit assignments in the subsidiaries department carries out a critical analysis of the steering throughout the year. indicators provided by each of the companies within the group. Furthermore, an entity from the Property and Casualty Division with its own internal audit structure has carried The consolidation and reporting department consolidates out assignments supplementing the statistics given the financial statements for all the companies included in above based on its annual audit plan. the basis for consolidation each quarter. The information is sent to the parent company as consolidation packages drawn up in accordance with the accounting standards 2.3.4 — Internal control structure and instructions provided by the group consolidation and relative to accounting procedures and reporting department. At this point, each consolidation financial information package is reviewed and checked to ensure that the data is consistent with the management indicators by the 2.3.4.1 — Production of consolidated financial APRIL consolidation and reporting department and the statements and controls on subsidiary accounts financial managers from the various divisions. This consolidation serves as a basis for the quarterly The accounting and financial information to be provided publication of revenues, as well as the publication of the to shareholders is drawn up by the APRIL’s Finance consolidated half-year and full-year financial statements. Division based on the elements provided by group companies and drawn up under the responsibility of their Companies are provided with an annual consolidation managers. and reporting schedule at the beginning of the year. At each reporting period, written instructions are given The steering indicators submitted to APRIL’s Finance indicating the schedule for tasks, the latest relevant Division by APRIL group subsidiaries are drawn up accounting developments and the information control under the control of the divisions’ financial managers. procedures that make it possible to draw up APRIL’s These financial managers coordinate and control the consolidated financial statements. financial data for subsidiaries within their scope. The consolidation scope of the group is checked by the Each month, the manager of each subsidiary sends the Finance Division and validated in conjunction with group
ANNUAL FINANCIAL REPORT 93 MANAGEMENT REPORT
Legal and Fiscal Services. In addition to reviewing and up the APRIL group and their revised forecasts are controlling results and disclosures relating to the tax presented and reviewed by each company’s Board of consolidation, the latter carries out audit assignments to Directors or Supervisory Board. The consolidated group secure effective control over the arrangements in place. budget and revised forecasts are ratified by the group’s management before being reviewed by the Board of Specific procedures are put in place to identify and Directors; control consolidated companies’ off-balance sheet commitments. More specifically, these procedures – After each quarterly consolidation, group companies include a dedicated section in the group standards review the adjustments made to budgets. manual, a mandatory report for subsidiaries and a critical review by the APRIL consolidation and reporting 2.3.4.3 — Accounting and financial procedures department. The Finance Division keeps a manual of accounting and Investments by the group’s insurance companies and the financial procedures up-to-date. This manual is updated group companies’ cash have been managed in-house on a regular basis in line with changes to accounting through the GIE APRIL Asset Management since 2009, standards. overseen by the group finance division. This organization It represents, in conjunction with the Finance intranet contributes towards better management and control over group website, the basic tool for sharing group accounting risks, while further strengthening the overall consistency best practices and methods within group companies. of the group’s financial management. It is carried out in partnership with qualified providers. 2.3.5 — Outlook for 2014 The insurance companies’ investments are managed under management mandates signed with the insurance The major focuses identified for the 2014 internal control companies, and notably monitoring with quarterly and audit plan: investment committees. These committees monitor the application of the rules defined in the management – Updating the risk mappings drawn up in 2013 and mandates and decide on the asset allocation strategies. further strengthening the internal control system, following on from the actions already launched; Each year, the GIE APRIL Asset Management attends – Deployment of the self-assessment approach for an Audit Committee session in order to present the internal control based on the test carried out with the investment policy and compliance with the management three pilot entities in 2013; mandate, as well as reporting on performance and the – Deployment of the incident base and audit modules issues to come in terms of investment strategies. of the compliance and risk management software in the production environment in spring 2014, The group’s cash surpluses are invested in a dedicated – Continued formalization of processes in order to UCITS (APRIL Trésorerie), managed by the group’s supplement the arrangements with a bottom-up analysis finance division. This fund’s objectives are to ensure of operational risks incorporated into steering for the volatility of less than 0.30, protect the capital and Solvency 2 project; achieve a return of 30 bp over capitalized EONIA. The – Work to secure activities in connection with the group’s finance division benefits from technical support business continuity plan. and advice from BFT Gestion (subsidiary of Amundi group), a market leader in the cash management sector Lastly, audits may be conducted on any other topic or in for institutional structures. any group company if deemed necessary by the Group Committee or Audit Committee. Since the second half of 2011, part of the surplus cash was also invested in term accounts with first-rate banks, The actions carried out in 2013 and the projects planned taking care to ensure the liquidity of these lines and for 2014 are in line with our ongoing commitment spreading the risk between various institutions. to improving the quality, consistency and effective management of our operational and support processes 2.3.4.2 — APRIL’s budgetary process wherever necessary. They represent part of a general internal control and governance system, attentive to APRIL’s budgetary process is coordinated by the group’s regulatory requirements and changes, while maintaining finance division, with a network of financial controllers/ a strong focus on the markets and clients served by the management controllers present in the divisions and group’s various companies. subsidiaries; it makes it possible to track the income of each subsidiary on a regular basis and react rapidly to any changes identified at the following stages:
– Group companies draw up Budget for year N, under the Lyon, February 26th, 2014 responsibility of their managers. This budget is drawn up under the control of the divisions’ financial managers; the budgets drawn up by managers of companies making
94 ANNUAL FINANCIAL REPORT PART 2.4
STATUTORY AUDITORS REPORT ON THE CHAIRMAN OF THE BOARD’S REPORT
Mazars Deloitte & Associés – and to certify that the report includes the other Le Premium Immeuble Park Avenue information required by Article L.225-37 of the French 131 boulevard de Stalingrad 81 boulevard de Stalingrad commercial code, it being understood that we are not 69100 Villeurbanne 69100 Villeurbanne responsible for checking the accuracy of this other information. We conducted our audit in accordance with the industry APRIL standards applicable in France. French limited company (société anonyme) with a Board of Directors with share capital of €16,361,654 Information on internal control procedures relative Head office: to the drawing up and processing of accounting and 114 boulevard Marius Vivier Merle – 69003 LYON FRANCE financial information RCS LYON 377 994 553 Industry standards require that we plan and perform the audit to assess the sincerity of information concerning Statutory Auditors’ report, drawn up in accordance the internal control procedures relative to the drawing up with Article L. 225-235 of the French Commercial and processing of accounting and financial information Code on the report of the Chairman of the Board of contained in the chairman’s report. Directors of APRIL This audit notably involved: Fiscal year ended December 31st, 2013 – Reviewing the internal control procedures relative to the drawing up and processing of accounting and financial information, as reflected in the information presented in the Chairman’s report, as well as existing Dear shareholders, documentation; In our capacity as Statutory Auditors for APRIL, and in accordance with the provisions of Article L. 225-235 of – Reviewing evidence supporting this information, as the French Commercial Code, please find hereafter our well as existing documentation; report on the report drawn up by the Chairman of your company’s Board of Directors pursuant to the provisions of Article L. 225-37 of the French Commercial Code for – Reviewing the evaluation process put in place to assess the year ended December 31st, 2013. the quality and sufficient nature of the corresponding documentation, with regard to the information concerning The Chairman is responsible for drawing up a report the evaluation of internal control and risk management and submitting it to the Board of Directors for approval procedures; presenting the internal control and risk management procedures put in place within the company, providing – Determining whether any major shortcomings on the other information required by Article L.225-37 of internal control for the drawing up and processing the French commercial code, notably relative to the of accounting and financial information that we have corporate governance system. identified in connection with our audit are presented in an appropriate way in the Chairman’s report. Our responsibility is: – to give you our observations on the information contained in the Chairman of the Board of Directors’ On the basis of our work, we have no matters to report report concerning the internal control procedures concerning the information given on the company’s relative to the production and processing of accounting internal control procedures relative to the production and and financial information; processing of the accounting and financial information
ANNUAL FINANCIAL REPORT 95 MANAGEMENT REPORT
contained in the Chairman of the Board of Directors’ report, drawn up pursuant to the provisions of Article L. 225-37 of the French Commercial Code.
Other information We certify that the report drawn up by the Chairman of the Board of Directors includes the other information required under Article L.225-37 of the French commercial code.
Villeurbanne, March 18th, 2014
The Statutory auditors
Mazars Deloitte & Associés
Emmanuel Charnavel Dominique Valette
96 ANNUAL FINANCIAL REPORT Deloitte & Associés CSR data as a whole are sincerely presented, in all Immeuble Park Avenue their material aspects, in accordance with the Reporting 81 boulevard de Stalingrad Standards (Considered opinion on the accuracy of the 69100 Villeurbanne CSR Data).
Our work was carried out by a team of five people APRIL between November 21st, 2013 and March 3rd, 2014 over French limited company (société anonyme) with a Board a period of approximately two weeks. We were assisted of Directors with share capital of €16,361,654 in our work by our corporate social responsibility experts. Head office: 114 boulevard Marius Vivier Merle – 69003 LYON FRANCE – We conducted the following work in accordance with RCS LYON 377 994 553 the industry standards applicable in France and the Decree of May 13th, 2013 determining the conditions under which the independent third-party organization Report by one of the statutory auditors, appointed performs its mission, and, concerning the accuracy as an independent third party, on the consolidated opinion, the international standard ISAE 300012. social, environmental and societal information pre- sented in the APRIL group’s management report 1 — Certificate of presence of CSR data
We reviewed the presentation of the sustainable Year ended December 31st, 2013 development policies, in view of the social and environmental consequences relating to the company’s business and its societal commitments and, as relevant, Dear shareholders, the resulting actions or programs, based on interviews with the managers of the departments concerned. In our capacity as the APRIL group’s statutory auditors designated independent third party, whose request for We compared the CSR data presented in the accreditation has been accepted by the French national management report with the list set out by Article accreditation body COFRAC, we hereby present our R.225-105-1 of the French commercial code; report on the consolidated social, environmental and societal data presented in the management report If certain consolidated Data are omitted, we checked that (hereafter “CSR data”) prepared for the year ended explanations were provided in accordance with Decree December 31st, 2013 in accordance with Article 2012-557 paragraph 3 of the French Commercial Code. L.225-102-1 of the French commercial code. We checked that the CSR Data covered the consolidated Company’s responsibility scope, namely the company and its subsidiaries as The Board of Directors is required to draw up a report defined by Article L.233-1, as well as its controlled containing the CSR data provided for under Article companies as per Article L.233-3 of the French R. 225-105-1 of the French commercial code (hereafter commercial code. the “Data”), prepared in accordance with the reporting standards used by the APRIL group (herafter the On the basis of this work, we certify the presence of the “Reporting Standards”) and available on request from CSR data required in the management report. the group CSR Executive Office. 2 — Reasoned opinion on the fairness of CSR data Independence and quality control Our independence is defined by the regulations, the Nature and scope of our work industry code of ethics and the provisions of Article We carried out six interviews with the people who are L.822-11 of the French commercial code. In addition, we responsible for the preparation of the CSR Data from the have put in place a quality control system which includes departments in charge of the data collection processes documented procedures and policies aimed at ensuring and, as relevant, the managers of internal control and compliance with the ethical rules, professional standards, risk management procedures, in order to: legal requirements and regulations applicable. – Assessing the appropriate nature of the Reporting Statutory auditor’s responsibility Standards in terms of their relevance, exhaustiveness, It is our responsibility, on the basis of our work, to: reliability, neutrality and clarity, taking account of industry best practices, when applicable; – Certify that the CSR data required are present in the management report or, if omitted, explained in – Checking the implementation of a process for collecting, accordance with Paragraph 3 of Article R.225-105 of compiling, processing and checking data to ensure the French commercial code (Certificate of presence of that the CSR data were exhaustive and consistent and CSR data); 12 ISAE 3000 – Assurance engagements other than audits or reviews of – Express a conclusion of moderate assurance that historical information
ANNUAL FINANCIAL REPORT 97 MANAGEMENT REPORT
obtaining information about the internal control and risk For the other consolidated CSR data, we assessed their management procedures relating to the preparation of consistency in relation to our knowledge of the group. the CSR data. Lastly, we assessed the relevance of explanations given We determined the nature and scope of our tests and when certain data were totally or partially missing, as checks based on the nature and scale of the CSR Data relevant. in relation to the company’s characteristics, the social and environmental issues involved with its activities, We believe that the sampling methods and sample sizes its sustainable development policies and industry best retained by exercising our professional judgement enable practices. us to express a conclusion of moderate assurance; a higher level of assurance would have required more With respect to the CSR Data that we considered the extensive verification work. As a result of the use of most important13: sampling techniques, and the other limitations inherent in the functioning of any internal control and information – For the consolidating entity and the subsidiaries, system, the risk of a material anomaly in the CSR Data we conducted interviews and reviewed the related not being detected cannot be ruled out entirely. documentary sources to corroborate qualitative data (organization, policies, actions), we implemented Conclusion analytical procedures on the quantitative data and On the basis of our work, we did not identify any material verified, on a sampling basis, the calculation and misstatements that could call into question the fact that consolidation of the data, and we checked its consistency the CSR data as a whole are presented in a true and fair with the other information contained in the management manner, in all material aspects, in accordance with the report; Reporting Standards.
– For a representative sample of the subsidiaries that we selected14 based on their activity, their contribution Villeurbanne, March 18th, 2014 to the consolidated indicators, their location and a risk analysis, we interviewed people to verify the correct application of the procedures and carried out detailed One of the Statutory Auditors tests on a sampling basis, checking the calculations made and the consistency of data in the supporting documents. The sample selected in this way represents Deloitte & Associés 24% of the workforce, 46.5% of the training data and 100% of the quantitative environmental data. Dominique Valette
13 Total headcount at December 31st, 2013, with a breakdown by gender, age disposal, water consumption, energy consumption, Préférence survey findings and region, recruitments and departures, compensation and its evolution, and Well’Com survey findings absenteeism, accidents, notably their frequency and severity, occupational 14 APRIL Canada Inc., APRIL Colombia Assistance, APRIL Genç, APRIL diseases, number of hours of training provided, number of disabled staff International Expat, APRIL Mon Assurance, APRIL Partenaires, APRIL Santé recruited during the year, equal treatment, prevention, recycling and waste Prévoyance, APRIL Technologies.
98 ANNUAL FINANCIAL REPORT PART 3 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31ST, 2013 CONSOLIDATEDPART FINANCIAL 3.0 STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31ST, 2013
Comprehensive income statement
EARNINGS - DECEMBER 31st Notes December 31st, 2013 December 31st, 2012 (e’000)
REVENUES 3.4.1 778,577 773,515 Other operating income 3.5.1 27,454 26,517 Financial income net of charges and excluding cost of debt 3.5.2 17,203 23,048 TOTAL INCOME FROM ORDINARY ACTIVITIES 823,234 823,080 Insurance underwriting expenses 3.5.3 -237,738 -239,855 Income or expenses net of reinsurance cessions 3.5.4 -5,343 -4,742 Other purchases and external expenses 3.5.5 -237,209 -240 621 Taxes -28,424 -25,886 Personnel costs 3.5.6 -192,276 -185,334 Depreciation allowance -11,924 -13,319 Provisions -15,288 -12,780 Other operating income and expenses -8,491 -7,730 EBIT 86,541 92,813 Change in goodwill -4,428 Other operating income and expenses 3.5.7 -1,601 157 OPERATING INCOME 84,940 88,542 Financial expenses -12 -59 Share in affiliated companies Tax charge 3.5.8 -32,289 -35,559 NET INCOME FROM CONTINUING OPERATIONS 52,639 52,924 Net income, after tax, from discontinued operations 3.5.9 -1 019 598 CONSOLIDATED NET INCOME 51,620 53,522 Minority interests 586 112 NET INCOME (GROUP SHARE) 51,035 53,410
EARNINGS FROM CONTINUING OPERATIONS PER SHARE 1.30 1.31 DILUTED EARNINGS FROM CONTINUING OPERATIONS PER SHARE 1.28 1.28
EARNINGS PER SHARE 3.14 1.26 1.32 DILUTED EARNINGS PER SHARE 3.14 1.24 1.29
102 ANNUAL FINANCIAL REPORT EARNINGS - DECEMBER 31st December 31st, 2013 December 31st, 2012 (e’000)
CONSOLIDATED NET INCOME 51,620 53,522 Items that can be reclassified in income Profits and losses resulting from the translation of financial statements of foreign operation -3,255 983 Profits and losses relating to the revaluation of available-for-sale financial assets -165 15,760 Other reclassifications Tax relating to other comprehensive income items 57 -5,428 Reclassification adjustments net of tax -977 -160 Items that cannot be reclassified in income Actuarial gain and losses of post-employment benefits 1204 Tax on items that cannot be reclassified -412
TOTAL INCOME AND EXPENSES RECOGNIZED DIRECTLY THROUGH EQUITY -3,548 11,155
TOTAL COMPREHENSIVE INCOME 48 072 64,677 Minority interests in total comprehensive income 511 57 Total comprehensive income group share 47,561 64,620
The notes on Pages 108 to 163 represent an integral part of the consolidated financial statements..
Statement of financial position – Balance sheet: assets
ASSETS December 31st, 2013 December 31st, 2012 Notes (e’000) Net assets Net assets Goodwill 3.6.1 219,876 224,543 Other intangible fixed assets 3.6.2 45,944 38,823 Tangible fixed assets 3.6.3 14,270 15,899 Investment properties 3.6.4 179 184 Companies consolidated on an equity basis 272 0 Financial investments for insurance activities 3.6.4 664,147 611,402
Transferee and retrocession share in underwriting provisions and financial 3.6.9 200,087 190,508 liabilities
Deferred tax assets 3.6.5 11,364 12,397 Other assets 3.6.6 5,832 5,065 FIXED ASSETS 1,161,971 1,098,821 Receivables from insurance operations or reinsurance accepted 3.6.6 51,958 33,778 Receivables from cession operations on reinsurance 3.6.6 107,274 81,910 Trade receivables 3.6.6 146,233 135,973 Tax receivables due 3.6.6 5,055 4,435 Other receivables 3.6.6 25,869 42,329 Cash and cash equivalents 3.6.6/3.7.4 101,999 116,772 CURRENT ASSETS 438,388 415,197 SUB-TOTAL ASSETS 1,600,359 1,514,018 Assets classified as held for sale TOTAL ASSETS 1,600,359 1,514,018 The notes on Pages 108 to 163 represent an integral part of the consolidated financial statements.
ANNUAL FINANCIAL REPORT 103 CONSOLIDATED FINANCIAL STATEMENTS
Statement of financial position – Balance sheet: liabilities
LIABILITIES Notes December 31st, 2013 December 31st, 2012 (e’000)
Share capital 16,362 16,362 Paid-in capital 12,839 12,839 Consolidated reserves 469,357 428,130 Earnings for the period 51,035 53,410 Foreign currency adjustments 682 3,794 GROUP SHAREHOLDERS’ EQUITY 550,275 514,535 Minority interests 910 1,067 TOTAL SHAREHOLDERS’ EQUITY 551,185 515,602 Underwriting provisions for insurance contracts 3.6.9 519,609 496,993 Provisions for contingencies and losses 3.6.10 19,411 18,083 Deferred tax liabilities 3.6.5 6,144 9,573 Financial debt 3.6.11 3,414 3,256 NON-CURRENT LIABILITIES 548,578 527,905 Current bank borrowings 3.6.12/3.7.4 16,433 11,238 Liabilities from insurance operations or reinsurance accepted 3.6.12 20,140 12,785 Liabilities from reinsurance operations ceded 3.6.12 129,457 112,338 Operating liabilities 3.6.12 220,982 217,497 Tax liabilities due 3.6.12 8,458 12,906 Other liabilities 3.6.12 105,126 103,747 CURRENT LIABILITIES 500,596 470,511 SUB-TOTAL LIABILITIES 1,600,359 1,514,018 Liabilities classified as held for sale TOTAL LIABILITIES 1,600,359 1,514,018
The notes on Pages 108 to 163 represent an integral part of the consolidated financial statements.
104 ANNUAL FINANCIAL REPORT Cash-flow statement
CASH FLOW STATEMENT Notes December 31st, 2013 December 31st, 2012 (e’000)
CONSOLIDATED NET INCOME 51,620 53,522 Net income from discontinued operations -1,019 598 NET INCOME FROM CONTINUING OPERATIONS 52,639 52,924 Elimination of net expenses without any impact on cash-flow 3.7.1 23,737 7,769 Income from equity affiliates Income from disposals and other income 1,712 -577 Cash-flow 3.7.2 78,088 60,116 Change in working capital requirement 3.7.3 -9,715 35,771 Operating cash-flow from discontinued operations -23 -195 NET CASH-FLOW FROM OPERATING ACTIVITIES 68,350 95,692 Net investments in tangible and intangible fixed assets -19,878 -21,636 Net investments in financial assets -51,728 -81,872 Net cash-flow on acquisitions/disposals of consolidated companies -40 -14,039 Investments in equity-consolidated companies -280 Investment cash-flow from discontinued operations 148 NET CASH-FLOW FROM INVESTMENT ACTIVITIES -71,926 -117,399 Capital increase linked to the exercising of stock options Capital increase linked to minority interest in consolidated companies -39 60 Acquisition and disposal of treasury stock 18 176 Dividends paid – to APRIL shareholders -13,394 -19,875 – to minority interests in consolidated companies -886 -1,233 Net change in borrowings -529 -1,403 Financing cash-flow from discontinued operations NET CASH-FLOW FROM FINANCING ACTIVITIES -14,830 -22,275 Cash-flow from discontinued operations -23 -174 Impact of conversions -1,539 30 CHANGE IN CASH 3.7.4 -19,968 -44,126
The notes on Pages 108 to 163 represent an integral part of the consolidated financial statements.
ANNUAL FINANCIAL REPORT 105 CONSOLIDATED FINANCIAL STATEMENTS
Change in consolidated shareholders’ equity
Reserves Consolidated Treasury Total group Minority CHANGE IN SHAREHOLDER’S EQUITY Capital linked to earnings and Total stock share interests capital reserves
SHAREHOLDERS' EQUITY Jan 1st, 2012 16,362 16,491 -12,795 455,274 475,332 459 475,791 Capital operations 60 60 Share-based payments 424 424 424 Treasury stock operations 176 176 176 Dividends -19,875 -19,875 -1,233 -21,108 Comprehensive net income 64,620 64,620 57 64,677 Change in scope -6,142 -6,142 1,724 -4,418 SHAREHOLDERS' EQUITY Dec 31st, 2012 16,362 16,491 -12,619 494,301 514,535 1,067 515,602 Capital operations 39 39 Share-based payments 122 122 122 Treasury stock operations 18 18 18 Dividends -13,394 -13,394 -886 -14,280 Comprehensive net income 47,561 47,561 511 48,072 Change in scope 1,433 1,433 179 1,612 SHAREHOLDERS' EQUITY Dec 31st, 2013 16,362 16,491 -12,601 530,023 550,275 910 551,185
The notes on Pages 108 to 163 represent an integral part of the consolidated financial statements.
106 ANNUAL FINANCIAL REPORT Notes to the consolidated financial statements at December 31st 2013
Note 3.1 — Accounting principles and methods 108
Note 3.2 — Significant events over the period 119
Note 3.3 — Basis for consolidation 120
Note 3.4 — Segment information 125
Note 3.5 — Notes to the income statement 130
Note 3.6 — Notes to the Statement of Financial Position 135
Note 3.7 — Notes to the cash-flow statement 148
Note 3.8 — Transactions with related parties 149
Note 3.9 — Executive gross compensation 150
Note 3.10 — Financial and insurance risk management 151
Note 3.11 — Share-based payments 158
Note 3.12 — Investments 159
Note 3.13 — Off-balance sheet commitments 160
Note 3.14 — Net income and dividends 161
Note 3.15 — Statutory auditing fees 162
Note 3.16 — Post-balance sheet events 163
ANNUAL FINANCIAL REPORT 107 CONSOLIDATEDPART FINANCIAL 3.1 STATEMENTS
NOTE 3.1 – ACCOUNTING PRINCIPLES AND METHODS
3.1.1 — General accounting principles or definitions have been written off against shareholders’ equity. 3.1.1.1 — General framework All assets and liabilities that complied with the IFRS criteria and definitions were recorded in the accounts, Pursuant to European regulation 1606/2002 of July 19th, including those not presented under French GAAP. 2002, APRIL’s consolidated financial statements have been drawn up in accordance with IFRS as adopted Depreciation and amortization of goodwill booked prior within the European Union. The IFRS framework to January 1st, 2004 has not been restated. Since market includes the International Financial Reporting Standards shares do not comply with the definitions and criteria (IFRS), International Accounting Standards (IAS), and for recognizing assets under IFRS, they have been their interpretations by the Standing Interpretations restated under goodwill at their value net of depreciation Committee (SIC) and the International Financial as of January 1st, 2004. Goodwill was not amortized, Reporting Interpretations Committee (IFRIC). but subject to value tests as at January 1st, 2004 and December 31st, 2004 in connection with work to draw up The accounting rules and valuation principles retained the accounts under IFRS. for drawing up the consolidated financial statements at December 31st, 2013 are those contained in the IFRS Financial investments have been recorded on a fair standards, amendments and interpretations published in value basis. the European Union’s official gazette on December 31st, 2013, the application of which is compulsory as of this The reclassification corresponding to the fair valuation date. of the financial investments of Axeria Prévoyance, 65% consolidated at December 31st, 2003 and 100% at December 31st, 2004, has been stated in full for the 3.1.1.2 — First application of IFRS group share.
The following principles were retained when drawing up Travel insurance revenues have been restated in order the opening balance sheet and financial statements for to retain only commissions acquired. The portion 2004. of insurance premiums recorded under income and expenses with the previous standards has been The application of IFRS has not had any impact on the deducted from external expenses and revenues. basis for consolidation. The financial statements have been restated under IFRS and notably IFRS 4 for items relating to insurance activities: Acquisitions made prior to the changeover date have not been restated, in accordance with IFRS 3 “business – Financial investments for insurance activities comprise combinations”. investments accepted as representation for underwriting provisions for insurance companies included in the Commitments to buy out minority interests in certain basis for consolidation: investment properties, financial group subsidiaries were not restated when publishing investments, derivatives; the opening balance sheet for the first time, in light of – Receivables and payables from insurance and the non-significant impact of these commitments on the reinsurance operations have been presented on different accounts. lines on the balance sheet; – Underwriting provisions have been recorded gross of Tangible and intangible fixed assets have not been reinsurance under liabilities on the balance sheet on a revalued and have been kept at their historical cost. separate line from other types of provisions; – The transferee and retrocession share in underwriting Any assets and liabilities recognized under French provisions has been recorded as an asset on the balance GAAP and that were not compliant with the IFRS criteria sheet;
108 ANNUAL FINANCIAL REPORT – Underwriting expenses for insurance companies been broken down between elements that can or cannot have been differentiated from other types of expense: be recycled in profit or loss. claims paid out, commissions paid to business-getters, related costs, change in underwriting provisions gross of The revised version of IAS 19 on employee benefits must reinsurance; be applied for financial years starting on or after January – Net income or expenses from reinsurance cessions 1st, 2013, on a retroactive basis, resulting in some are given on a separate line incorporating the following significant changes, primarily in terms of the approach for elements: premiums ceded under expenses, claims recognizing retirement and related benefits: recognition ceded under income, reinsurance commissions received of actuarial gains or losses directly in items of other under income, change in provisions ceded under comprehensive income, elimination of the staggering of expenses or income depending on the net balance. the impact of plan changes, calculation of the expected yield on assets based on the discount rate retained for Tax receivables and payables have been broken down calculating commitments, breakdown of the net expense between current receivables and payables and deferred in profit and loss between operating income and items of receivables and payables. other comprehensive income (cf. Note 3.6.10).
Startup costs and deferred expenses have been written In practice, the application of this new standard has not off against shareholders’ equity. had any impact on consolidated shareholders’ equity, but exclusively on the breakdown of comprehensive net Benefits granted to the group’s employees and income between operating income and items of other managers based on stock warrants have been recorded comprehensive income. The comparative information in accordance with IFRS 2 “Share-based payments”. has not been restated because the impact on the presentation of comprehensive income is not considered 3.1.1.3 — New IFRS to be significant.
During the period, the group adopted the mandatory standards, amendments and interpretations to be applied 3.1.2 — Consolidation principles and from January 1st, 2013, accordance with EU Regulation methods No 475/2012 of June 5th, 2012, i.e.: The financial statements of companies over which – Amendment to IAS 1 – Presentation of other compre- APRIL directly or indirectly exercises exclusive control hensive income (OCI) ; are fully consolidated. – Amendment to IAS 19 – Employee benefits. The financial statements of companies over which APRIL has also applied IFRS 13 Fair Value Measurement, APRIL directly or indirectly exercises joint control with a on a prospective basis from January 1st, 2013, limited number of other shareholders are proportionately as approved by EU Regulation 1255/2012 from consolidated. December 11th, 2012. Companies over which APRIL exercises a significant 3.1.1.4 — Early application of standards and influence are consolidated on an equity basis. interpretations Certain equity interests meeting the abovementioned APRIL opted against the early application of the standards, criteria are not consolidated on account of their small interpretations and amendments adopted by the European size. The securities of such companies are recorded Union before December 31st, 2013, and coming into force under equity securities. The consolidation of all of these after this date. APRIL does not expect, given the current companies would not have a significant impact on the analysis, a significant impact on its financial statements. consolidated financial statements. Also, APRIL does not expect the standards, interpretations and amendments published by the IASB that came into The individual accounts incorporated into the force in 2013, but not yet approved at European level, consolidated financial statements are drawn up as on the or for which the European Commission has decided to closing date for the consolidated financial statements. postpone the date of application, to have a significant impact on the financial statements for the coming financial Inter-company transactions, inter-company accounts on years. the balance sheet and internal profits and distributions of In this way, the revised consolidation standards IFRS 10, earnings have been eliminated. 11 and 12, applicable for European groups for financial years starting on or after January 1st, 2014, as well as IFRIC 21, are not expected to have any impact. 3.1.3 — Conversion of the financial 3.1.1.5 — Change of accounting method statements and transactions in other currencies In accordance with the amendment to IAS 1, applicable for 2013, items of other comprehensive income have The financial statements of foreign companies are
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drawn up in the local currency, which corresponds to the 3.1.5.1 — Presentation of the statement of financial operating currency for all group companies. position
The assets and liabilities of group companies expressed The statement of financial position is presented in in foreign currencies are converted into euros at the increasing order of liquidity, incorporating the specific exchange rate in force at year-end, with the exception of aggregates for insurance companies: equity components. – Financial investments for insurance activities, which Income statement items are converted based on are valued in accordance with IAS 32 and 39; the average exchange rate for the period. Other – Trade receivables, which are broken down into shareholders’ equity items are translated at the historical receivables from insurance operations and reinsurance exchange rate. accepted and receivables from cession operations on reinsurance; Currency translation differences resulting from the – Operating liabilities, which are also broken down, with conversion of the financial statements of foreign liabilities from insurance operations and reinsurance subsidiaries are recorded under other comprehensive accepted and liabilities from cession operations on income items. reinsurance; – Underwriting provisions, which are booked gross Exchange differences resulting from the conversion under liabilities, with the reinsured portion under assets: of foreign subsidiary financial statements are booked transferee and retrocession share in underwriting to foreign currency adjustments in the comprehensive provisions and financial liabilities. income statement. 3.1.5.2 — Presentation of the comprehensive Transactions concerning monetary or non-monetary income statement elements carried out by group companies in any currency other than that in which they are presented are initially The income statement is presented with a breakdown booked by applying the day’s exchange rate between the for each type of entry, in line with CNC recommendation presentation currency and the foreign currency on the 2009-R.03 dated July 2nd, 2009 and factoring in the transaction date to the foreign currency amount. specific aggregates for insurance companies:
Exchange differences between the exchange rate for – Underwriting expenses for insurance policies (cf. note the transaction and that for the payment or between 3.1.8); the exchange rate for the transaction and the closing – The result for reinsurance “net income or expenses for exchange rate, for transactions not unwound at year- reinsurance cessions” (cf. note 3.1.9). end, are recognized through profit and loss. The figure for financial income net of charges and excluding cost of debt corresponds to revenues and earnings from the disposal of insurance company 3.1.4 — Use of estimates investments and operating cash-flow from the brokerage activities. It also includes the change in the fair value Drawing up financial statements in accordance with of financial instruments recorded at their fair value into the conceptual IFRS framework may require the use of earnings. Since it is directly linked to APRIL’s financial estimates and assumptions in order to determine certain model and activities, both for the insurance business amounts included in these statements. and for brokerage activities, which generate a cash surplus, they are incorporated into “income from ordinary The main estimates concern the valuation of goodwill, the activities”. performance of asset impairment tests and provisions. These estimates are based on assumptions which are by In accordance with IAS 1 (revised), comprehensive their very nature uncertain; indeed, actual performances income comprises net income, as well as the following may sometimes vary significantly compared with the income items which are recognized directly through forward-looking data used. equity:
– Translation gains/losses; 3.1.5 — Specific presentation provisions – Changes in actuarial gains or losses relating to retirement benefits; The presentation of the consolidated financial – Fair value adjustment on available-for-sale assets; statements adopted by the group represents a general – Reclassification adjustments and any other presentation incorporating certain aggregates specific to reclassifications; the insurance business in order to factor in the specific – Tax relating to all the aforementioned reclassifications. features of the APRIL group.
Indeed, APRIL is an insurance brokerage group that also includes insurance companies.
110 ANNUAL FINANCIAL REPORT 3.1.6 — Revenues to commissions paid to business-getters, claims paid out to policyholders, related costs and changes in Revenues comprise: underwriting provisions gross of reinsurance.
– Acquisition commissions in payment of business Costs per destination for insurance companies are broken contributions; down by category on the comprehensive income statement – Management commissions in payment of administrative in line with the format retained by the APRIL group. functions; – Development commissions based on underwriting portfolio results; 3.1.9 — Income or expenses net of – Insurance premiums gross of reinsurance (direct sales reinsurance cessions and reinsurance acceptance); – Acceptance premiums; Income or expenses net of reinsurance cessions – Services provided. correspond to the net balance of:
The principles for recording and recognizing reve- – Premiums ceded, representing expenses; nues are as follows: – Claims ceded, representing income; For acquisition and management commissions: – Reinsurance commissions, representing income; revenues comprise the share in commissions acquired – Change in provisions ceded, representing income (net over the period. write-back) or expenses (net charge). For development commissions: they are recorded in the year of acquisition insofar as they can be reliably valued. Otherwise, they are recorded upon collection. 3.1.10 — Other non-recurring operating income and expenses For insurance premiums: revenues comprise premiums issued and to be issued, acquired as on the date for Other operating income and expenses comprise income the close of accounts, net of cancellations and gross of and expenses that are unusual, non-recurring and reinsurance. significant as defined by CNC recommendation 2009- R03: For services provided: revenues are taken into account as of the service performance start date. Income is – Capital gains and losses on the disposal of non-current taken into account as and when services are delivered. tangible and intangible assets; – Depreciation of non-current tangible and intangible At year-end, the commissions corresponding to the assets, defined as such, except for depreciation relative non-executed fraction of policies represent pre-booked to goodwill; income. – Restructuring expenses; – Provisions relative to a major dispute. 3.1.7 — Financial income net of charges and excluding cost of debt 3.1.11 — Discontinued activities income Financial income net of charges groups together all financial income and expenses excluding the cost of debt: In the case of a discontinued activity representing a business line, a principal and separate geographical – Financial income from insurance company investments; region or a subsidiary acquired exclusively with a view – Revenues from cash and cash equivalent investments; to being sold on again, the contribution after tax is – Financial expenses linked to such investments recognized on a specific line on the income statement. (including external management costs); For comparison, the same principles are applied – Changes in the fair value of investments against concerning the presentation of the income statement for earnings; previous years under «impact of changes in scope on – Capital gains and losses on disposals net of provisions earnings». This separate item also includes the capital and write-backs for depreciation. gains or losses after tax recorded when the activity is disposed of on the date of loss of control over it. The cost of debt primarily corresponds to financial expenses incurred on funds borrowed. 3.1.12 — Goodwill
3.1.8 — Underwriting expenses on Since IFRS 3 (revised) concerning business combi- insurance policies nations and a mandatory standard for financial years commencing from July 1st, 2009 is to be applied on Underwriting expenses on insurance policies correspond a prospective basis, goodwill has been kept on the
ANNUAL FINANCIAL REPORT 111 CONSOLIDATED FINANCIAL STATEMENTS
consolidated balance sheet in line with the previous rules 3.1.13 — Other intangible fixed assets applied. Other intangible fixed assets include intangible fixed From January 1st 2010, goodwill represents the difference assets acquired separately such as software solutions between the acquisition cost (excluding acquisition fees) or policyholder portfolios. of the securities of consolidated companies and the group share in the fair value of net assets on the date Intangible fixed assets resulting from acquisitions are on which the equity interest is acquired. As such, this recorded separately from goodwill when they can be goodwill represents residual differences following the identified, controlled by the company and are likely to allocation of asset and liability items, measured at their generate future economic benefits. fair value on the acquisition date. The development costs of software for use in-house, These differences are calculated depending on the for the portion relative to internal and external costs, acquisition method in line with IFRS 3 on business contributing directly to the creation of an improvement in combinations for acquisitions made since the changeover performance, are recorded as assets provided that they to IFRS. In connection with the transition balance sheet, will generate future economic benefits and that they are the group had opted to set existing goodwill on this date clearly identified. and net the gross values and depreciation. Other software development costs are immediately The fair value is the amount which can be obtained booked as expenses. through the sale of an asset or cash generating unit with a transaction under normal competition conditions The application of IAS 23 did not result in any between well-informed and consenting parties. capitalization of financial expenses.
Goodwill on companies acquired during the financial Intangible fixed assets are broken down into two year may be adjusted during a 12-month period from categories, with assets with a definite lifespan and the acquisition date, if additional information makes it assets with an indefinite lifespan: possible to obtain a more accurate estimate of the fair values of any assets and liabilities acquired. After this – Fixed assets with a definite lifespan are amortized over period, any changes will be recognized through profit their useful life, as defined below; nevertheless, such and loss, including deferred taxes. Any changes in earn- fixed assets are subject to impairment tests further to outs are recognized through profit and loss after the any specific events resulting in a risk of impairment in acquisition date. value (as presented in Note 3.1.17); – Fixed assets with an indefinite lifespan are not Negative goodwill is reported on the income statement amortized, but are subject to an annual impairment test. on a specific line during the year of the acquisition. The amortization of intangible fixed assets with a When acquiring a controlling interest, the group values definite lifespan is calculated based on the acquisition the minority interests either at their fair value (full goodwill or production cost in line with the linear method and the method), or based on their share in the net assets of the asset’s useful life. The latter is revised each year: company acquired (partial goodwill method). The option is selected for each acquisition. In any case, the impact – Policyholder portfolios are amortized in proportion to of buying out any minority interests after a takeover is their renewal rate, over a maximum period of 10 years; booked directly against reserves. – Software products are amortized over a period ranging from one to nine years, depending on their planned The group has opted to maintain the previous rules useful life. concerning the treatment of puts on minority interests, booked prior to January 1st, 2010 (cf. Note 3.1.30).
Goodwill is allocated on acquisition, in view of the 3.1.14 — Tangible fixed assets expected synergies, to the cash generating units (excluding investment properties) which correspond to the smallest level of monitoring by management. In light of the organization in place within In accordance with IAS 16, the gross value of tangible the group, cash-flow generating units correspond either fixed assets corresponds to their acquisition or creation to subsidiaries or to groups of subsidiaries with common cost. characteristics. Tangible fixed assets are valued on a historical cost basis and are not subject to any revaluations. In accordance with IAS 36, they are subject to value tests. The conditions for impairment tests on cash-flow Fixed assets are primarily self-financed and there are generating units are detailed in Note 3.1.17.2. no assets that require a lengthy period of preparation in order to be able to be used or sold. As such, no borrowing costs are incorporated into the cost of assets.
112 ANNUAL FINANCIAL REPORT Maintenance and repair costs are booked directly under The recoverable value of an asset represents the expenses for the year, with the exception of those making higher of the asset’s net sales price or its going value, it possible to raise performance levels for the asset in determined by estimating the future financial flows to be question or increase its useful life. generated by the asset.
Amortization charges are calculated in line with the 3.1.17.2 — Intangible fixed assets with an indefinite linear method based on the acquisition or production lifespan and goodwill: cost, after deducting, as relevant, the residual value. The depreciation period is based on the estimated useful life: For this test, fixed assets are grouped together into cash- flow generating units, which are defined as a consistent – Buildings are amortized over up to 50 years; group of assets generating different cash inflows and – General fixtures and fittings are amortized over up to outflows from other sets of assets. eight years; – Office equipment is amortized over up to five years; In light of the organization in place within the group, cash- – IT equipment is amortized over up to three years; flow generating units correspond either to subsidiaries or – Office furniture is amortized over up to five years. to groups of subsidiaries with common characteristics.
The going value of assets is determined by discounting 3.1.15 — Investment properties net future cash-flows (discounted cash-flow method).
In accordance with IAS 40, the group has chosen to This test must be carried out: value investment properties based on the amortized cost method, i.e. based on the historical cost less cumulative – At the close of accounts for each year; depreciation charges. – During interim periods in the event of any indications of impairment.
3.1.16 — Fixed assets under At December 31st, 2013, the method consists in taking into consideration the financial flows based on activity finance-leases forecasts for the next three years, to which is added a terminal value extrapolated from a standard cash flow In accordance with IAS 17 “Leases”, fixed assets held (infinite growth rate set to 2%, identical for all sectors). under finance-leases are recorded under assets at the lower of their discounted value of future payments or Discounting is based on the following assumptions: their fair value, when they transfer almost all of the risks – A risk-free rate determined in relation to the rate for and benefits inherent in ownership of the assets over French government bonds; to the lessee. The corresponding debt is recorded as a – A risk premium rate defined in relation to the risk liability under borrowings and financial debt. premium demanded by investors on the small and midcap market; They are amortized in line with their estimated useful life – A Beta coefficient that reflects the industry risk; as defined above. – A specific risk premium determined according to the activity of each subsidiary. Agreements which are not compliant with the definition of financing agreements are simple operating leases. Therefore, at December 31st, 2013 the discount rate They are not capitalized. varies from 9.7% to 11.7% based on the parameters defined above.
3.1.17 — Impairment in value of assets Sensitivity tests are also carried out:
Assets with an indefinite useful life are not amortized, – On the rates used for calculation: +/- 1% on the discount but are subject to an annual impairment test. Assets that rate and the infinite growth rate; are amortized are subject to an impairment test in the – On the forecasted cash flows: +/- 10% on the annual event of any signs of impairment in value. current operating income assumptions from which the cash flows are derived. 3.1.17.1 — Intangible fixed assets with a definite lifespan and tangible fixed assets: An impairment in value is recorded when the net book value of intangible fixed assets and goodwill is higher Impairment tests are carried out when any signs of than their going value, as determined in this way. In this impairment in value are identified. If there are any such case, the impairment is deducted against the book value signs, the recoverable value of fixed assets is estimated of such assets assigned to the cash generating unit in and an impairment in value is recorded when the book the following order: in priority, goodwill then intangible value of an asset is higher than its recoverable value. assets, then other non-current assets, then current Depreciation is reversed when the signs of impairment assets. The depreciation must not result in the net value in value have disappeared. of assets falling below their specific recoverable value.
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The depreciation recorded for goodwill is non-reversible assumptions relating to the issuer, supported by a (with the exception of goodwill relating to equity affiliates) thorough analysis of each specific situation. and may not be written back if the going value for the goodwill in question climbs back above its book value. – Determination of the discount rate: this rate has been determined based on the implied rate of return for a basket comprising the 10 most active perpetual bonds 3.1.18 — Financial investments on the market. It comes to 4.49%. – Determination of future coupon levels for variable-rate Financial investments primarily comprise the investments bonds: the rate used corresponds to the forward rate for of insurance companies included in the basis for the reference rates concerning the bonds in question consolidation. over the remaining term. – Determination of the probability of calls being Notably: exercised: the approach is based on a thorough analysis – Shares, bonds, equity UCITS or bond UCITS included of each specific situation using various means (broker under the category of “assets available for sale”. These analyses, discussions with the issuer, credit analyses, financial investments are valued on a fair value basis, etc.). Two central scenarios have been taken into with any unrealized gains or losses booked against consideration (call exercised at an estimated date / call shareholders’ equity until their disposal. When sold never exercised) and the price retained is an average for off, any value adjustments are recorded on the income these two scenarios based on a weighting linked to our statement; estimate for the probability of being exercised. – Cash-based UCITS and term bank deposits included under the category for “securities held for transaction At the end of 2013, we took the opportunity offered by purposes”. These assets are valued on a fair value basis, a considerable increase in the price of these perpetual with any unrealized or realized gains or losses booked bonds on the market to sell a significant number of them. on the income statement. There are only three lines left in the portfolio, two of which are valued based on the internal model. No financial assets are included in the category for investments held through to maturity (HTM). Recording in the accounts The group records financial assets in its accounts as In accordance with the amendment to IFRS 7, financial soon as it becomes a party to the contract in question. instruments are presented in three categories (cf. Note The recording date corresponds to the date on which 3.6.4.3), based on a hierarchy for determining the fair transactions are undertaken. The acquisition costs for value. financial investments are directly recorded as expenses over the year since they do not represent a significant The vast majority of financial instruments in the portfolio value, either individually or combined. are listed on an official, regulated or assimilated market. In such case, the fair value corresponds to the last Depreciation known stock price at year-end or the last net asset value Financial assets other than those recorded at fair value published for UCITS. In certain rare specific cases or if through profit and loss are subject to an impairment test instruments are not listed, the fair value may correspond at each close of accounts. to a valuation by the issuer or contributors. Assets held for sale are depreciated in the event of any However, certain perpetual bonds for which the objective signs of a significant and lasting impairment in market has become inefficient (prices not reflecting value. the security’s intrinsic economic value due to a lack of liquidity, significant imbalance between supply and Equity securities demand, etc.) are valued using an internal model, based An impairment is recorded for securities booked as on the methodology set out below. “assets held for sale” (shares, equity UCITS, perpetual bonds identified as equity securities) with capital losses Valuation of perpetual bonds using an internal for over six months or with capital losses representing model over 50% at the close of accounts. Perpetual bonds were subject to a review at the close of accounts in order to determine those for which the Debt securities market has become inefficient. The objective criterion For debt instruments that are recorded as “assets held retained for assessing the quality and liquidity of prices is for sale”, APRIL analyzes the following criteria in order to the BVAL score on Bloomberg: the market is considered identify any objective signs of impairment in value: to be inefficient when the BVAL score is less than 7/10 or nonexistent. In this way, the bonds meeting this criterion – Issuers’ financial difficulties or probability of bankruptcy; were valued based on the internal model. – Payment defaults on interest or the principal.
The methodology for the internal model is based on The amount of this depreciation charge is equal to the a forecast for future cash flow levels on the securities difference between the book value and the fair value concerned based on observable parameters and at the close of accounts. When this concerns unlisted
114 ANNUAL FINANCIAL REPORT securities, in the absence of any market value, the equity) of subsidiaries intended to be sold off are amount of the depreciation charge is determined in recorded separately under liabilities on the consolidated relation to the security’s value in use. This value in use is balance sheet, without any offsetting with assets. determined based on financial criteria that are adapted to the situation of the security concerned. 3.1.23 — Cash and cash equivalents Depreciation charges are recorded on the income statement: Cash and cash equivalents comprise liquid assets and units in cash-based UCITS other than those held – For debt instruments: if the instrument’s fair value by insurance companies recorded under financial increases subsequently as a result of events occurring investments (cf. Note 3.1.18). after the impairment, the write-back is booked against earnings; They represent very short-term, liquid investments that – For equity instruments: any impairments in value may be converted at any time into a known cash amount recorded on such instruments are only written back and subject to a low risk of changes in value. against earnings when the instrument in question is removed. Cash investments are valued on a fair value basis, with any unrealized or realized gains or losses booked on the income statement under “financial income net of charges 3.1.19 — Future derivatives and and excluding cost of debt”. hedging operations The fair value is determined in relation to the market No future derivative financial instrument or hedging price as on the closing date for the period. operations are used. 3.1.24 — Trade receivables 3.1.20 — Receivables from insurance operations or reinsurance accepted Trade receivables group together premium requests pending payment issued by the group’s brokerage companies as well as receivables relating to services Receivables from insurance operations comprise provided. premiums acquired but not issued as well as premiums issued but not collected, after deducting any premium Premiums requested are only recorded in the accounts cancellations. as on the date that the cover takes effect, and not on the date on which premium requests are sent out when this The amount of premiums acquired but not issued is is earlier. calculated at each close of accounts in order to associate the premiums acquired over the period in question. A provision for depreciation may be recorded for trade receivables relative to the share of commissions on the premiums for clients whose policies have been cancelled 3.1.21 — Receivables from cession for non-payment of premiums. operations on reinsurance This share is calculated based on the historical results Receivables from cession operations on reinsurance for disputed collection operations on such cancelled represent the sums to be collected from reinsurers: policyholders. claims pending compensation and commissions to be received. 3.1.25 — Underwriting provisions for insurance policies 3.1.22 — Assets and liabilities held for sale Underwriting provisions linked to insurance companies are recorded gross of reinsurance operations as This category comprises assets from operations liabilities on the statement of financial position, with intended, with sufficient assurance, to be sold off within the reinsurance section booked as an asset under the next 12 months. Subsidiaries intended to be sold off “transferee and retrocession share in underwriting continue to be included in the basis for consolidation provisions”. Such underwriting provisions are determined until the day when the group loses effective control over based on statistical and actuarial data, in accordance them. The assets and activities (assets and liabilities) with the regulations applicable in each country. For the concerned are valued at the lower of their net book French companies, provisions are based on the French value or their fair value less disposal costs. They are insurance Code (Code des assurances). presented on the balance sheet under separate asset and liability headings. The liability accounts (excluding
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3.1.26 — Liability adequacy tests for force, based on actuarial hypotheses primarily factoring group insurance companies in wage rises through to retirement age, staff turnover and mortality tables. The commitments calculated in At the time of each close of accounts, liability adequacy this way are booked as provisions for contingencies and tests are carried out for each consolidated company in losses. order to ensure the adequacy of insurance liabilities. To conduct these tests, the companies consolidate policies Financed commitments relating to retirement benefits based on common criteria, factoring in how they have are based on a life insurance policy with the company been acquired, how they are managed and how their Spirica (formerly Axeria Vie) that was formerly held by profitability is measured. the APRIL group (deconsolidated at end-December 2010). Any inadequate provisions are recorded against earnings. In the specific case of non-life insurance Retirement benefits are therefore presented on the policies, a provision for current contingencies is booked balance sheet for their total amount, net of the fair value for policies whose premiums are estimated to fall short of assets held through the fund (cf. Note 3.6.10). of the level required to cover future management costs and claims. The impact of changes in actuarial gains or losses relating to commitments and assets held through funds (actuarial assumptions and experience adjustments) are 3.1.27 — Provisions for contingencies recognized immediately in non-recyclable items of other and losses comprehensive income for their amount net of tax. The impacts of plan changes are recognized immediately In accordance with IAS 37 “Provisions, contingent in consolidated income. No changes were made to the liabilities and contingent assets”, a provision is recorded plans in 2013. when the group has a legal or implied obligation resulting from past events that will generate an outflow The entire standard expense is presented in operating of resources without at least an equivalent counterparty, income. provided that future cash outflows may be estimated on a reliable basis.
This item comprises commitments with uncertain 3.1.29 — Financial liabilities maturities or amounts stemming from commercial and tribunal disputes or other risks. Financial liabilities correspond to the following elements: In general, each known dispute in which the company is involved has been reviewed by management as on – Either a contractual obligation to provide another the date for the close of accounts, further to advice company with cash or another financial asset; from external advisors as relevant, with the provisions – Or a contract that will or may result in treasury stock deemed necessary recorded in order to cover the being awarded; estimated risks. – Or investment contracts.
As relevant, provisions for contingencies and liabilities The group records financial liabilities when it becomes are discounted when the impact is significant. a party to the contract in question, i.e. on the date on which operations are committed to.
3.1.28 — Staff benefits The group’s financial liabilities are recorded on an amortized cost basis, with the exception of commitments to buy out minority interests (cf. Note 3.1.30) and Short-term benefits due within 12 months of the end investment contracts, since the impact of using the of the financial year are recorded for the period during amortized cost method is not significant. which the services were provided by members of staff and for the amount that the company expects to pay. Investment contracts are marked to market. Their fair Provisions are recorded for these amounts on a non- value is booked directly against earnings. discounted basis.
The group’s commitments, resulting from the defined benefit systems, are determined in accordance with the 3.1.30 — Commitments to buy out projected credit unit method as per revised IAS 19. These minority interests commitments primarily concern retirement benefits. When taking control of companies included in the basis Non-financed commitments relating to retirement for consolidation, APRIL or its consolidated subsidiaries benefits are valued based on the likely fair value of have in certain cases made commitments to purchase the rights acquired, taking into consideration the legal interests in the capital held by such companies’ minority provisions and national wage bargaining agreements in shareholders.
116 ANNUAL FINANCIAL REPORT For commitments relating to controlling interests 30th, 2009, replaced the taxe professionnelle business acquired prior to January 1st, 2010, the group has tax with two new contributions: Cotisation Foncière des opted to maintain the previous treatments. In this Entreprises (CFE) and Cotisation sur la Valeur Ajoutée way, the difference between the fair value of financial des Entreprises (CVAE).In accordance with the French liabilities and the amount of minority interests cancelled national accounting board (ANC) decree from December in shareholders’ equity, as well as any subsequent 29th, 2010, the APRIL group has continued to recognize changes, is recorded under goodwill for commitments these taxes under operating expenses. entered into before January 1st, 2010. The group has opted to record the French tax credit For commitments relating to controlling interests promoting competitiveness and employment (CICE) acquired after January 1st, 2010, APRIL recognizes the against personnel costs, in accordance with the option difference between the fair value of financial liabilities under IAS 20 Government Grants. and the amount of minority interests cancelled in shareholders’ equity, as well as any subsequent change, The additional 3% tax on dividends, whose payout was against shareholders’ equity (group share). decided before December 31st, 2013, is recognized in full over the year. The formulae for valuing clauses to buy out stakes held by minority shareholders in consolidated subsidiaries Article 16 of the amended French finance bill 1278 are based on these companies’ economic performances of December 29th, 2013 introduced an exceptional as on the date on which the option is exercised. The contribution representing 10.7% of the amount of used formulae depend on the conditions of each corporate income tax payable by companies with shareholders, and are generally based on profitability revenues of over €250 million. and development criteria. These options may generally be exercised after several years and within a timeframe set upon acquisition. 3.1.32 — Share-based payments
For commitments contracted before 1 January 2010, the The group’s employees and managers may be granted following method was applied: warrants, stock options or free allocation of shares.
– Commitments taking effect during the three-year Only plans granted as of November 7th, 2002 and period following the close of accounts or the interim under which rights were not acquired as at January 1st, were valued and recorded by APRIL; 2005 are concerned by the application of IFRS 2. Any – Commitments taking effect after this period were not prior plans are not valued and are not recorded in the recorded. Such commitments are presented in Note 3.13 accounts. “Off-balance sheet commitments”. Under IFRS 2, an expense must be recorded The commitments related to takeovers after 1 January corresponding to the cost of services received by the 2010, the commitments will now be evaluated and company in return for the options granted. The amount reported. of this expense is determined in relation to the value of the option on the date it was granted (this expense is not re-evaluated during the option’s life). The allocation date 3.1.31 — Tax corresponds to the date on which options are granted.
In accordance with IAS 12 “Income taxes”, deferred For each plan, the value of the option has been taxes are recorded as soon as any timing differences determined based on the Merton model, the benchmark appear between the book and tax values of assets and method for market intermediaries in terms of valuing liabilities, as well as on recoverable tax losses. options.
In line with the variable deferral method, the impacts of The calculation factors in the following parameters: any changes in the tax rate on deferred tax recorded previously are booked on the income statement during – The exercise price; the year in which such rate changes take effect. – The lock-in period; – The current price of the underlying share; Deferred taxes are determined based on the tax rates – The expected volatility; that have been adopted or virtually adopted at the close – The expected dividends; of accounts and which are expected to be applied when – The risk-free interest rate over the lock-in period. the deferred tax asset concerned will be realized or the deferred tax liability paid. The value of the option is set on the allocation date for cases when share-settled. It is recorded on a linear Deferred tax assets are recognized only if they are likely basis between the date on which the option was granted to be recovered. They are not discounted. and its maturity date, i.e. over the period during which rights are acquired, factoring in the likelihood of the The 2010 French finance bill, passed on December beneficiary’s presence on the right acquisition date. The
ANNUAL FINANCIAL REPORT 117 CONSOLIDATED FINANCIAL STATEMENTS
probability of being present is updated on each closing date, until the vesting date for rights.
Certain options are subject to performance targets which are generally cumulative conditions concerning revenue and gross margin growth for the stock option beneficiary’s company and/or division, with such conditions to be met by the end of the year prior to which the stock options are definitively awarded. These targets are assimilated with the vesting conditions. In this way, the valuation of these options factors in a probability of such targets being achieved, updated at each close of accounts, through to the end of the vesting period for rights.
Free share allocations factor in the conditions associated with them being awarded and are recorded on a straight- line basis between the initial awarding date and the definitive vesting date, i.e. following a five-year period, while incorporating the probability of beneficiaries being present on the vesting date for rights.
The benefits calculated in this way, both for options and free allocation of shares, are recorded under personnel costs on the income statement, booked against shareholders’ equity under liabilities in the consolidated financial statements.
There are no other means of share-based payments within the group.
3.1.33 — Treasury stock
Treasury stock held by the group are recorded at their acquisition cost against shareholders’ equity.
Any impacts on earnings (costs, depreciation, capital gains or losses on disposals of treasury stock) are booked directly against shareholders’ equity such that the contingent gains or losses do not affect earnings for the period.
3.1.34 — Post-balance sheet events
The value of assets and liabilities on the date of the financial position statement is adjusted when any events occurring after the close of accounts, but relating to a trigger event prior to the close, significantly alter the amounts recorded as on the closing date. Such adjustments may be made up until the date on which the financial statements are approved by the Directors’ Board.
Any other events that do not have any impact on the accounts are presented in the notes.
118 ANNUAL FINANCIAL REPORT PART 3.2
NOTE 3.2 – SIGNIFICANT EVENTS OVER THE PERIOD
During 2013, Axeria Insurance Company’s business was discontinued.
Axeria Insurance Company was created in the United Kingdom in 2004 with a view to insuring the property title insurance portfolios linked to L&E, acquired in 2001. In 2009, L&E was sold off and its earnings were classified as discontinued operations. Axeria Insurance Company was liquidated on June 13th, 2013 and the translation gains and losses that had been built up were recycled in profit or loss for a total of €-1 million. In line with the treatment retained for L&E in 2009, this impact was recognized under “income from discontinued operations”. The breakdown of net income from discontinued operations is given in Note 3.5.9.
ANNUAL FINANCIAL REPORT 119 CONSOLIDATEDPART FINANCIAL 3.3 STATEMENTS
NOTE 3.3 – BASIS FOR CONSOLIDATION
3.3.1 — Acquisitions of companies
KRAY Holding On April 30th, 2013, AIAP acquired 40% of Kang Rei An Yuan, a Singapore holding. The company is consolidated using the equity method from May 1st, 2013. The impact is not significant in the consolidated accounts.
3.3.2 — Disposals
SANO Concept International SANO Concept Holding sold the 50% equity investment held in SANO Concept International on March 27th, 2013. The impact is not significant in the consolidated accounts.
3.3.3 — Reorganization
Merger APRIL Entreprise Lyon - APRIL Entreprise Savoie APRIL Entreprise Lyon absorbed and merged with APRIL Entreprise Savoie on November 8th, 2013.
Transfer of all assets and liabilities of APRIL Entreprise Crédit to APRIL Entreprise Paris All assets and liabilities of APRIL Entreprise Crédit were transfered to APRIL Entreprise Paris on November 30th, 2013.
Merger APRIL Entreprise Lyon - APRIL Entreprise Paris APRIL Entreprise Lyon absorbed and merged with APRIL Entreprise Paris on December 31st, 2013.
Transfer of all assets and liabilities of APRIL Santé to APRIL Mon Assurance All assets and liabilities of APRIL Santé were transfered to APRIL Mon Assurance on December 9th, 2013.
Merger APRIL Dommages – APRIL Entreprise APRIL Dommages absorbed and merged with APRIL Entreprise on June 30th, 2013.
120 ANNUAL FINANCIAL REPORT Identification des entreprises consolidées
Conso- Conso- % % % % Corporate office / lidation lidation COMPANY interest control interest control Identification number method method 2013 2013 2013 2013 2013 2012 APRIL (holding) Lyon / 377 994 553 Parent Parent Parent Parent Parent Parent AAP CAMBODIA Cambodia 80% 100% FC 80% 100% FC AAP SINGAPORE ASSISTANCE Singapore 80% 80% FC 80% 80% FC AAP THAILANDE Thailand 59.19% 100% FC 59.19% 100% FC AHM New York 100% 100% FC 100% 100% FC AI DISTRIBUZIONE Italy 100% 100% FC 100% 100% FC ALP PRÉVOYANCE Lyon / 338 399 439 100% 100% FC 100% 100% FC APRIL ASIA PACIFIC 100% 100% FC 100% 100% FC APRIL ASSET MANAGEMENT (GIE) Lyon / 510 757 743 100% 100% FC 100% 100% FC APRIL ASSISTANCE MEXICO Mexico 100% 100% FC 100% 100% FC APRIL BELGIUM Belgium 100% 100% FC 100% 100% FC APRIL BRAND DEVELOPMENT Lyon / 484 630 579 100% 100% FC 100% 100% FC CENTER (GIE) APRIL BRASIL TURISMO Brazil 100% 100% FC 100% 100% FC APRIL CANADA INC Montreal 100% 100% FC 100% 100% FC APRIL CEE DEVELOPMENT Budapest 100% 100% FC 100% 100% FC APRIL COLOMBIA Colombia 95% 95% FC 95% 95% FC APRIL COLOMBIA ASSISTANCE Colombia 95% 95% FC 95% 95% FC APRIL CONTACT Lyon / 501 273 734 100% 100% FC 100% 100% FC APRIL COURTAGE (GIE) Lyon / 499 104 909 100% 100% FC 100% 100% FC APRIL DEUTSCHLAND Munich 100% 100% FC 100% 100% FC APRIL DÉVELOPPEMENT IARD (GIE) Lyon / 503 518 839 N/A N/A N/A 100% 100% FC APRIL DIGITAL (GIE) Lyon / 530 118 694 100% 100% FC 100% 100% FC APRIL DOMMAGES Lyon / 428 699 417 100% 100% FC 100% 100% FC APRIL ENTREPRISE Paris / 343 817 219 N/A N/A N/A 100% 100% FC APRIL ENTREPRISE Lyon / 950 398 131 100% 100% FC 100% 100% FC Baie Mahault (Réunion) / APRIL ENTREPRISE CARAIBES 100% 100% FC 100% 100% FC 337 603 286 APRIL ENTREPRISE CREDIT Levallois-Perret / 382 994 572 N/A N/A N/A 100% 100% FC APRIL ENTREPRISE EST Strasbourg / 648 501 864 100% 100% FC 100% 100% FC APRIL ENTREPRISE ET Bergheim / 479 051 088 100% 100% FC 100% 100% FC COLLECTIVITÉS APRIL ENTREPRISE IMMOBILIER Lyon / 442 444 782 100% 100% FC 100% 100% FC APRIL ENTREPRISE PARIS Levallois Perret / 722 069 226 N/A N/A N/A 100% 100% FC APRIL ENTREPRISE PRÉVOYANCE Lyon / 493 481 816 100% 100% FC 100% 100% FC APRIL ENTREPRISE RÉUNION Lyon / 501 273 825 100% 100% FC 100% 100% FC APRIL ENTREPRISE SAVOIE Annecy / 377 974 555 N/A N/A N/A 100% 100% FC APRIL GAMMA Lyon / 501 273 536 100% 100% FC 100% 100% FC APRIL GENC Istanbul 60% 60% FC 60% 60% FC APRIL GROUP VIE ÉPARGNE Lyon / 490 175 205 100% 100% FC 100% 100% FC APRIL IBERIA Madrid 100% 100% FC 100% 100% FC
ANNUAL FINANCIAL REPORT 121 CONSOLIDATED FINANCIAL STATEMENTS
Conso- Conso- % % % % Corporate office / lidation lidation COMPANY interest control interest control Identification number method method 2013 2013 2013 2013 2013 2012 APRIL INSURETY CORPORATE Bristol 100% 100% FC 100% 100% FC SERVICES APRIL INTERNATIONAL Lyon / 423 412 808 100% 100% FC 100% 100% FC APRIL INTERNATIONAL ASSISTANCE Lyon / 429 133 580 100% 100% FC 100% 100% FC APRIL INTERNATIONAL BROKER Milan 100% 100% FC 100% 100% FC APRIL INTERNATIONAL EMEA Paris / 342 640 422 100% 100% FC 100% 100% FC APRIL INTERNATIONAL EXPAT Paris / 309 707 727 100% 100% FC 100% 100% FC APRIL INTERNATIONAL VOYAGE Paris / 384 706 941 99.86% 99.86% FC 99.86% 99.86% FC APRIL IRELAND Ireland 100% 100% FC 100% 100% FC APRIL ITALIE Milan / CF 1286540153 100% 100% FC 100% 100% FC APRIL LATAM ASSISTANCE USA 100% 100% FC 100% 100% FC APRIL LIETUVA ASSISTANCE Vilnius 100% 100% FC 100% 100% FC APRIL MAGYARORSZAG Hungary 95% 95% FC 95% 95% FC APRIL MARINE La Roche-sur-Yon / 390 440 725 100% 100% FC 100% 100% FC APRIL MARINE CANADA Montreal 100% 100% FC 100% 100% FC APRIL MEDIBROKER Newcastle 100% 100% FC 100% 100% FC APRIL MEDITERRANEAN Malta / C 43042 100% 100% FC 100% 100% FC APRIL MON ASSURANCE Lyon / 350 379 251 100% 100% FC 100% 100% FC APRIL MOTO Tours / 397 855 867 75% 75% FC 75% 75% FC APRIL OFFICE (GIE) Nanterre / 531 455 228 100% 100% FC 100% 100% FC APRIL PARTENAIRES Fougères / 349 844 746 100% 100% FC 100% 100% FC Le Port (Réunion) / 384 944 APRIL PARTENAIRES RÉUNION 100% 100% FC 100% 100% FC 740 APRIL PCLS Warsaw 100% 100% FC 100% 100% FC APRIL POLSKA ASSISTANCE Warsaw 100% 100% FC 100% 100% FC APRIL POLSKA BROKER Warsaw 100% 100% FC 100% 100% FC APRIL POLSKA MEDBROKER Poland 70% 100% FC 70% 100% FC APRIL POLSKA SERVICE Poland 100% 100% FC 100% 100% FC APRIL PORTUGAL Lisbon / 508 540 887 100% 100% FC 100% 100% FC APRIL PRÉVOYANCE SANTÉ Lyon / 428 979 629 100% 100% FC 100% 100% FC APRIL ROMANIA Roumania 99.99% 99.99% FC 99.99% 99.99% FC APRIL RESSOURCES (GIE) Lyon / 529 521 478 100% 100% FC 100% 100% FC APRIL SANTÉ Lyon / 388 138 398 N/A N/A N/A 100% 100% FC APRIL SANTÉ PRÉVOYANCE Lyon / 428 702 419 100% 100% FC 100% 100% FC APRIL SUISSE Lausanne 100% 100% FC 100% 100% FC APRIL SUISSE LEGAL AND Switzerland 82% 82% FC 82% 82% FC INSURANCE SERVICES APRIL TECHNOLOGIES (GIE) Lyon / 419 399 480 99.99% 99.99% FC 99.99% 99.99% FC APRIL UK Bristol 100% 100% FC 100% 100% FC APRIL USA ASSISTANCE USA 100% 100% FC 100% 100% FC APRIL VIE CONSEIL Lyon / 501 273 502 100% 100% FC 100% 100% FC AS CONSEIL ET AUDIT Saint-Étienne / 483 528 691 49% 49% FC 49% 49% FC ASPA (GIE) Saint-Denis (93) / 351 484 118 N/A N/A N/A 100% 100% FC
122 ANNUAL FINANCIAL REPORT Conso- Conso- % % % % Corporate office / lidation lidation COMPANY interest control interest control Identification number method method 2013 2013 2013 2013 2013 2012 ASSINCO O.I. (GIE) Saint-Denis (Réunion) 100% 100% FC 100% 100% FC ASSISTANCE CORIS SERBIE Serbia 49% 100% FC 49% 100% FC ASSISTANCE CORIS SLOVÉNIE Slovenia 51% 51% FC 51% 51% FC ASSUR LONDRES Levallois-Perret / 778 149 922 100% 100% FC 100% 100% FC ASSURTIS Levallois-Perret / 483 108 775 55% 55% PC 55% 55% PC Axeria ASSISTANCE Malta 100% 100% FC 100% 100% FC Axeria IARD Lyon / 352 893 200 100% 100% FC 100% 100% FC Axeria INSURANCE COMPANY London N/A N/A N/A 100% 100% FC Axeria LIFE INTERNATIONAL Malta 100% 100% FC 100% 100% FC Axeria PRÉVOYANCE Lyon / 350 261 129 100% 100% FC 100% 100% FC Axeria RÉ Malta / C 43228 100% 100% FC 100% 100% FC CANASSUR Lyon / 415 065 432 100% 100% FC 100% 100% FC Cetim Lyon / 493 113 708 100% 100% FC 100% 100% FC CICP Lyon / 435 354 055 100% 100% FC 100% 100% FC CORAM ADVANTAGE Argentina 95% 95% FC 95% 95% FC CORAM URUGUAY Uruguay 100% 100% FC 100% 100% FC CORIS BULGARIA Bulgaria 51% 51% FC 51% 51% FC CORIS CHILE Chile 100% 100% FC 100% 100% FC CORIS d.o.o. CROATIE Croatia 65.83% 100% FC 65.83% 100% FC CORIS GUARD BIÉLORUSSIE Belarus 70% 70% FC 70% 70% FC CORIS KIEV Kiev 99.82% 99.82% FC 99.82% 99.82% FC CORIS ORCIS Slovenia 85% 85% FC 85% 85% FC CORIS TURQUIE Turkey 100% 100% FC 100% 100% FC CORIS URUGUAY Uruguay 100% 100% FC 100% 100% FC CORIS RUS Moscow 100% 100% FC 100% 100% FC CRS ARGENTINA Argentina 100% 100% FC 100% 100% FC ELCO ASSURANCES Montreal 100% 100% FC 100% 100% FC ESCAPADE ASSURANCES Sainte-Croix (Canada) 75% 75% FC 75% 75% FC VOYAGES FLEXITRANS Perpignan / 499 808 566 69.3% 99% FC 69.3% 99% FC GDA URUGUAY Uruguay 100% 100% FC 100% 100% FC Saint-Denis (Réunion) / INDEMNISATION (GIE) 100% 100% FC 100% 100% FC 530 503 911 Judicial Melun / 392 419 214 100% 100% FC 100% 100% FC KRAY HOLDING 40% 40% EC N/A N/A N/A LE SPAIN Madrid N/A N/A N/A 100% 100% FC LE TITLE GROUP LTD London 100% 100% FC 100% 100% FC Saint-Denis (Réunion) / MANCINI ASSURANCES 100% 100% FC 100% 100% FC 310 863 501 MARTINE SABLE ASSURANCES Perpignan / 305 334 823 70% 100% FC 70% 100% FC MAS HOLDING Perpignan / 501 193 932 70% 70% FC 70% 70% FC MEDICARE London 100% 100% FC 100% 100% FC MGR MUTANT Lyon / 443 939 814 100% 100% FC 100% 100% FC
ANNUAL FINANCIAL REPORT 123 CONSOLIDATED FINANCIAL STATEMENTS
Conso- Conso- % % % % Corporate office / lidation lidation COMPANY interest control interest control Identification number method method 2013 2013 2013 2013 2013 2012 MORAL CARAÎBES Pointe-à-Pitre / 390 397 172 100% 100% FC 100% 100% FC PAPILLON Lyon / 505 160 432 100% 100% FC 100% 100% FC REASSUR Lyon / 505 159 855 100% 100% FC 100% 100% FC Saint-Denis (Réunion)/ 492 RÉUNION ASSURANCES 100% 100% FC 100% 100% FC 760 574 RISK Perpignan / 502 855 588 70% 100% FC 70% 100% FC SANO CONCEPT FRANCE Annecy / 501 273 700 100% 100% FC 100% 100% FC SANO CONCEPT HOLDING Lausanne 100% 100% FC 100% 100% FC SANO CONCEPT INTERNATIONAL Veyvet (Switzerland) N/A N/A N/A 50% 50% FC SCORE LIFE Lausanne 100% 100% FC 100% 100% FC SCOREFIVE Lausanne 76% 76% FC 76% 76% FC SI SCORE IMMO Lausanne 100% 100% FC 100% 100% FC SOCAFAC Paris / 400 093 027 50% 50% PC 50% 50% PC Solucia PJ Lyon / 481 997 708 100% 100% FC 100% 100% FC TERRE D’ENTREPRISES Lyon 58.72% 58.72% FC 58.72% 58.72% FC THAI HOLDING Thailand 39.20% 49% FC 39.20% 49% FC APRIL UNIVERSITY Lyon / Association 100% 100% FC 100% 100% FC
FC: Fully consolidated / PC: Proportionately consolidated / EC: Equity consolidated / N/A: Not applicable / NC: Not consolidated
3.3.4 — Non-consolidated subsidiaries been consolidated. Their consolidation would not have In accordance with the accounting methods and any impact on the consolidated financial statements. principles applied, the following equity interests have not The main equity interests are listed below:
Share capital Gross value of securities Revenues COMPANY (date of financial statements) % group share Shareholders’ equity Net value of securities operating income° CORPORATE OFFICE Dividends Loans and advances (€’000) net income CLARIX Secura AG (31/12/2013) CHF 100,000 100% 104 CHF 430,000 Laurenzenvorstadt 11 – 5000 AARAU – Suisse CHF 90,000 63 CHF -21,000 CHF -22,000 APRIL RISK Solutions (31/12/2013) BGN 672,000 50.4% 58 Insignificant SOFIA – Bulgarie BGN 1,000 0 TOTAL GROSS / NET 162 / 63
The majority of group company cash is invested in the 3.3.5 — Impact of changes in scope on APRIL Trésorerie mutual fund (ISIN: FR0010046789). earnings Only APRIL companies hold units in APRIL Trésorerie. The changes in scope or structure recorded in 2013 did This fund does not contain any debt and is invested not modify the scope by more than 25%. exclusively in non-dedicated UCITS, without ever holding a significant percentage or influencing their We do not present any comprehensive pro forma income management. statement because APRIL does not meet the disclosure thresholds as defined by Article 222-2 of the AMF’s As such, APRIL Trésorerie is consolidated on a fair value general regulations. basis in the consolidated financial statements. This fund is valued daily and its level of liquidity is total.
This fund is classified as “cash and cash equivalents”.
124 ANNUAL FINANCIAL REPORT PART 3.4
NOTE 3.4 – SEGMENT INFORMATION
To identify the operating segments, management has consistent with those reviewed during the meetings of retained the insurance branches in which the APRIL the group’s Board of Directors. group operates. The “Other” segment primarily corresponds to the group’s holding company as well as certain internal This results in three operating segments which are economic interest groups (GIE) and a limited number of representative of the group’s business lines: companies that are not yet trading. – Health and personal protection insurance, or “Health” In accordance with IFRS 8, the regional segments segment; correspond to France and Outside of France. They are – Property damage and liability insurance or “Property characteristic of the group’s geographical setup and and Casualty” segment; development strategy. – Other. Segment earnings are determined in line with the rules The presentation and the main elements disclosed are applicable for the consolidated accounts. 3.4.1 — Income by segment and region
(€’000) December 31st, 2013
Health & Personal Property Inter-company Other Total Protection & Casualty write-offs REVENUES 498,368 290,692 -10,483 778,577 Of which France 466,343 201,886 -10,322 657,907 Outside of France 32,025 88,806 -161 120,670 Income from ordinary operations 520,727 305,524 45,758 -48,774 823,234 Operating income 87,576 5,758 -8,394 84,940 Of which France 120,251 6,098 -8,394 117,955 Outside of France -32,675 -340 -33,015 Of which Financial income 11,772 3,646 1,785 17,203 NET INCOME 53,781 -1,524 -1,222 51,035
(€’000) December 31st, 2012
Health & Personal Property Inter-company Other Total Protection & Casualty write-offs REVENUES 501,637 281,779 -9,901 773,515 Of which France 465,627 193,393 -8,957 650,063 Outside of France 36,010 88,386 -944 123,452 Income from ordinary operations 527,541 297,077 40,371 -41,908 823,081 Operating income 91,848 6,693 -9,999 88,542 Of which France 131,487 13,856 -9,999 135,344 Outside of France -39,639 -7,163 -46,802 Of which Financial income 15,456 6,335 1,257 23,048 NET INCOME 55,131 -734 -987 53,410
ANNUAL FINANCIAL REPORT 125 CONSOLIDATED FINANCIAL STATEMENTS
(e’000) December 31st, 2013
Health & Personal Property Inter-company Other Total Protection & Casualty write-offs Premiums acquired 182,075 105,743 -8,227 279,592 Commissions 301,255 152,083 -1,853 451,485 Services 15,038 32,866 -404 47,500 REVENUES 498,368 290,692 -10,483 778,577
(e’000) December 31st, 2012
Health & Personal Property Inter-company Other Total Protection & casualty write-offs Premiums acquired 188,896 90,489 -7,550 271,835 Commissions 296,093 159,020 -2,118 452,995 Services 16,648 32,270 -233 48,685 REVENUES 501,637 281,779 -9,901 773,515
Insurance premiums (group contribution) are presented net of commissions paid by insurance companies to group brokerage companies.
3.4.2 — Assets by operating segment
(e’000) 31 décembre 2013
Health & Personal Property Inter-company Other Total Protection & Casualty write-offs Goodwill 66,701 153,136 39 219,876 Tangible and intangible fixed assets 10,362 18,811 31,040 60,213 Investment properties 179 179 Companies consolidated on an equity basis 272 272 Financial investments for insurance activities 392,892 163,406 107,849 664,147 Transferee share in underwriting provisions 113,903 88,734 -2,550 200,087 Receivables 327,953 176,573 137,710 -310,901 331,335 Cash 21,386 40,230 40,383 101,999 Assets classified as held for sale SEGMENT ASSETS 933,197 641,341 317,021 -313,451 1,578,108 Tax assets 16,419 Financial assets 5,832 TOTAL ASSETS 1,600,359
126 ANNUAL FINANCIAL REPORT (e’000) December 31st, 2012
Health & Personal Property Inter-company Other Total Protection & Casualty write-offs Goodwill 67,099 157,405 39 224,543 Tangible and intangible fixed assets 14,729 15,584 24,409 54,722 Investment properties 184 184 Companies consolidated on an equity basis Financial investments for insurance activities 384,030 146,289 81,083 611,402 Transferee share in underwriting provisions 117,222 74,839 -1,553 190,508 Receivables 278,017 168,509 126,980 -279,516 293,990 Cash 23,934 42,852 49,986 116,772 Assets classified as held for sale SEGMENT ASSETS 885,031 605,662 282,497 -281,069 1,492,121 Tax assets 16,832 Financial assets 5,065 TOTAL ASSETS 1,514,018
3.4.3 — Liabilities by operating segment
(e’000) December 31st, 2013
Health & Personal Property Inter-company Other Total Protection & Casualty write-offs Underwriting provisions 331,185 190,974 -2,550 519,609 Provisions for contingencies and losses 5,404 13,106 901 19,411 Financial liabilities 5,212 15,997 547 -1,909 19,847 Operating liabilities 117,390 110,357 6,687 -13,452 220,982 Other segment liabilities 132,045 19,198 -1,646 149,597 Liabilities classified as held for sale SEGMENT LIABILITIES 591,236 349,632 8,135 -19,557 929,446 Other liabilities 105,126 Tax liabilities 14,602 Shareholder's equity 551,185 TOTAL LIABILITIES 1,600,359
ANNUAL FINANCIAL REPORT 127 CONSOLIDATED FINANCIAL STATEMENTS
(e’000) December 31st, 2012
Health & personal Property Inter-company Other Total protection & casualty write-offs Underwriting provisions 315,571 182,975 -1,553 496,993 Provisions for contingencies and losses 6,174 11,189 720 18,083 Financial liabilities 7,531 9,417 62 -2,516 14,494 Operating liabilities 108,125 113,266 4,606 -8,500 217,497 Other segment liabilities 108,405 17,233 -515 125,123 Liabilities classified as held for sale SEGMENT LIABILITIES 545,806 334,080 5,388 -13,084 872,190 Other liabilities 103,747 Tax liabilities 22,479 Shareholder's equity 515,602 TOTAL LIABILITIES 1,514,018
Financial liabilities at December 31st, 2013 factor in commitments to buy out minority interests, i.e. €3,307,000 for the Property and Casualty division.
3.4.4 — Segment information on acquisitions over the period
The only acquisition for the period concerns KRAY Holding, a company that is consolidated on an equity basis. As such, segment reporting does not apply for this acquisition.
128 ANNUAL FINANCIAL REPORT 3.4.5 — Assets by region
(e’000) December 31st, 2013
Inter-company France Outside of France Total write-offs Goodwill 138,422 81,453 219,876 Tangible and intangible fixed assets 55,197 5,016 60,213 Investment properties 179 179 Companies consolidated on an equity basis 272 272 Financial investments for insurance activities 632,781 31,366 664,147 Transferee share in underwriting provisions 159,028 41,059 200,087 Receivables 255,851 109,222 -33,736 331,335 Cash 67,595 34,404 101,999 Assets classified as held for sale SEGMENT ASSETS 1,308,966 302,878 -33,736 1,578,108 Tax assets 16,419 Financial assets 5,832 TOTAL ASSETS 1,600,359
(e’000) December 31st, 2012
Inter-company France Outside of France Total write-offs Goodwill 138,069 86,474 224,543 Tangible and intangible fixed assets 49,830 4,892 54,722 Investment properties 184 184 Companies consolidated on an equity basis Financial investments for insurance activities 590,638 20,764 611,402 Transferee share in underwriting provisions 153,101 37,407 190,508 Receivables 211,231 111,438 -28,679 293,990 Cash 83,361 33,411 116,772 Assets classified as held for sale SEGMENT ASSETS 1,226,414 294,385 -28,679 1,492,121 Tax assets 16,832 Financial assets 5,065 TOTAL ASSETS 1,514,018
ANNUAL FINANCIAL REPORT 129 CONSOLIDATEDPART FINANCIAL 3.5 STATEMENTS
NOTE 3.5 – NOTES TO THE INCOME STATEMENT
3.5.1 — Other operating income
OTHER OPERATING INCOME December 31st, 2013 December 31st, 2012 (e’000) Capitalized production 9,684 9,466 Operating subsidies 7 9 Provision write-backs on assets 6,881 5,186 Provision write-backs for contingencies and losses 3,843 5,415 Other operating income 7,039 6,441 TOTAL 27,454 26,517
3.5.2 — Financial income
3.5.2.1 — Income from financial assets net of expenses and excluding cost of debt
FINANCIAL INCOME NET OF EXPENSES AND EXCLUDING COST OF DEBT December 31st, 2013 December 31st, 2012 (e’000) From group insurance companies 13,856 81% 17,615 76% From other activities 3,347 19% 5,433 24% TOTAL 17,203 100% 23,048 100%
Financial income resulting from other activities corresponds to income generated by investments of cash and cash equivalents for brokerage companies.
130 ANNUAL FINANCIAL REPORT 3.5.2.2 – Income from insurance companies investments
Change in fair value of financial Change in Capital gains Income from instruments provisions Income/loss INCOME FROM INSURANCE COMPANIES or losses on INVESTMENTS investment recorded on a on financial from investments disposals (2) (e’000) fair value basis instruments for earnings 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 Investment properties recorded at their amortized cost Investment properties recorded on a fair -309 302 -7 value basis for earnings INVESTMENT PROPERTIES -309 302 -7 Bonds held through to maturity Bonds available for sale (1) 7,643 9,064 72 4,149 7,661 13,213 Bonds recorded on a fair value basis for 21 -1,260 -4,361 1,853 3,485 614 -876 earnings (2) Bonds held for transaction purposes Unlisted bonds (amortized cost) BONDS 7,664 9,064 -1,188 -212 1,853 3,485 8,275 12,337 Bond UCITS held through to maturity Bond UCITS available for sale (1) Bond UCITS recorded on a fair value basis for earnings (2) Bond UCITS held for transaction purposes Unlisted Bond UCITS (amortized cost) BOND UCITS Shares available for sale (1) Shares recorded on a fair value basis for earnings (2) Shares held for transaction purposes Equity securities available for sale (1) SHARES Equity UCITS available for sale (1) 206 206 Equity UCITS recorded on a fair value basis
for earnings (2) Equity UCITS held for transaction purposes 511 749 511 749 EQUITY UCITS 717 749 717 749 Other assets available for sale (1) 704 310 704 310 Other assets recorded on a fair value basis for earnings (2) Other assets held for transaction purposes 3,809 3,148 262 869 3,976 4,017 OTHER ASSETS (3) 4,513 3,458 262 869 4,680 4,327
(1) Not including assets available for sale on which the impairment in value has been booked against earnings, which can be seen just below. (2) Excluding securities held for transaction purposes that are recorded just below. (3) Including cash-based UCITS.
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ANNUAL FINANCIAL REPORT 131 CONSOLIDATED FINANCIAL STATEMENTS
Change in fair value of financial Change in Capital gains Income from instruments provisions Income/loss INCOME FROM INSURANCE COMPANIES or losses on INVESTMENTS investment recorded on a on financial from investments disposals (2) (e’000) fair value basis instruments for earnings 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 FINANCIAL INVESTMENTS 12,177 12,522 -209 1,406 1,853 3,485 13,672 17,414 Derivative assets subject to hedge accounting Derivative assets in a natural hedging relation Other derivative assets DERIVATIVE ASSETS Investment management costs -90 -53 -34 -53 Other (4) 217 310 217 310 INCOME FROM FINANCIAL ASSETS NET 12,305 12,779 -209 1,097 1,853 3,787 13,856 17,663 OF EXPENSES (2) Excluding securities held for transaction purposes that are recorded just below. (4) Notably includes loans insured, finance-lease payables and other loans.
3.5.3 — Underwriting expenses for insurance policies
INSURANCE EXPENSES December 31st, 2013 December 31st, 2012 (e’000) Related expenses 792 1,181 Change in underwriting provisions gross of reinsurance 21,788 34,426 Commissions paid by companies 27,327 18,645 Claims paid out 187,831 185,603 TOTAL 237,738 239,855
3.5.4 — Income or expenses net of reinsurance cessions
INCOME OR EXPENSES NET OF REINSURANCE CESSIONS December 31st, 2013 December 31st, 2012 (e’000) Premiums ceded 138,011 161,040 Change in provisions for reinsured claims to be paid out -7,767 -41,524 Ceded reinsurance commissions and related expenses -54,940 -53,763 Claims ceded -69,961 -61,011 TOTAL 5,343 4,742
Changes in net premiums, based on gross insurance premiums before deducting commissions paid by insurance companies to the group’s brokerage companies, can be broken down as follows:
132 ANNUAL FINANCIAL REPORT NET PREMIUMS (e’000) December 31st, 2013 December 31st, 2012
Gross premiums acquired before deducting commissions paid back to the group’s 403,303 396,582 brokerage companies
Commissions ceded to the group’s brokerage companies -123,711 -124,747 TOTAL 279,592 271,835
3.5.5 — Other purchases and external expenses
OTHER PURCHASES AND EXTERNAL EXPENSES December 31st, 2013 December 31st, 2012 (e’000)
Brokerage commissions paid to intermediaries 123,813 128,909 Postage and telephone 10,400 11,048 Rent 19,699 18,869 Advertising 12,046 10,787 External staff 8,064 8,420 General outsourcing and IT 16,994 15,440 External services and other 46,193 47,148 TOTAL 237,209 240,621
3.5.6 — Personnel
PERSONNEL COSTS December 31st, 2013 December 31st, 2012 (e’000) Salaries and wages 126,423 122,073 Payroll taxes 55,364 54,161 Profit-sharing 10,384 8,676 Share-based compensation 105 424 TOTAL 192,276 185,334
The conditions for share-based payments are detailed in Note 3.1.32.
The group headcount at December 31st, 2013 came to 4,048, compared with 3,960 at December 31st, 2012.
3.5.7 — Other operating income and expenses
OTHER OPERATING INCOME AND EXPENSES December 31st, 2013 December 31st, 2012 (e’000)
Capital gains and losses on disposal of non-current tangible or intangible -1,454 276 assets or investment properties
Capital gains and losses on disposal of financial investments -223 275 Other 76 -394 TOTAL -1,601 157
ANNUAL FINANCIAL REPORT 133 CONSOLIDATED FINANCIAL STATEMENTS
3.5.8 — Tax The social security financing law 99-1140 December 29th, 1999 introduced a further tax charge equal to 3.3% The current tax expense is equal to the amount of of the basic tax due. In this way, the legal tax rate in force corporate income tax due to the tax authorities for the for French companies was increased by 1.1%. year in question, in line with the tax rules and rates in force in the various countries. On January 1st, 2010, Article 16 of the amended French finance bill – 1278 APRIL renewed its option for the common law tax of December 29th, 2013 introduced an exceptional consolidation system provided for under Article 223 A contribution representing 10.7% of the amount of of the General French Tax Code both for itself and for corporate income tax payable by companies with French subsidiaries controlled at 95%. revenues of over €250 million. The deferred tax expense is determined based on the accounting method indicated in Note 3.1.31. The additional 3% tax on dividends, whose payout was decided before December 31st, 2013, is recognized in The basic tax rate for businesses in France is 33.33%. full over the year.
3.5.8.1 — Explanation on consolidated tax expense
TAX EXPENSES ON CONSOLIDATED COMPANIES EARNINGS December 31st, 2013 December 31st, 2012 (e’000)
Current tax (tax on profits) 34,794 35,187 Deferred tax for the period -2,505 372 TOTAL 32,289 35,559
The application of the tax consolidation system has had the following impacts:
(e’000) December 31st, 2013 December 31st, 2012
Tax consolidation premium 8,737 8,789
3.5.8.2 — Analysis of applicable tax rate differentials
Reconciliation between the legal rate in France and the effective tax rate on the consolidated income December 31st, 2013 statement
Legal tax rate in France for the year 33.33% Additional contribution 2.21% Permanent differences and non-capitalized losses 8.05% Impact of non-French company tax rates -5.57% EFFECTIVE TAX RATE 38.02%
3.5.9 — Income from discontinued operations
INCOME FROM DISCONTINUED OPERATIONS December 31st, 2013 December 31st, 2012 (e’000)
Income generated by discontinued operations -1,019 -75 Impairments in value Income from disposals 673 TOTAL -1,019 598
134 ANNUAL FINANCIAL REPORT PART 3.6
NOTE 3.6 – NOTES TO THE STATEMENT OF FINANCIAL POSITION
3.6.1 — Goodwill
Health and Personal Property (e’000) Other Total Protection and Casualty
Gross value at December 31st, 2012 67,493 175,393 39 242,925 Acquisitions / minority interests buy out 100 100 Commitments to buy out minority interests 391 391 Divestments Currency translation differences -498 -4,799 -5,297 GROSS VALUE at December 31st, 2013 67,095 170,985 39 238,119 Existing depreciations at December 31st, 2012 394 17,988 18,382 Depreciation for the year -139 -139 DEPRECIATION at December 31st, 2013 394 17,849 18,243
NET VALUE at December 31st, 2012 67,099 157,405 39 224,543 NET VALUE at December 31st, 2013 66,701 153,136 39 219,876
All the goodwill recorded during the period corresponds with a total of €7,049,000 at December 31st, 2012. to the application of the “partial goodwill” method. No significant adjustments have been made following the The goodwill which is likely to be adjusted since it concerns reclassification of provisional goodwill on acquisitions acquisitions within less than 12 months and for which for 2012 under definitive goodwill on acquisitions. we are likely to obtain additional information concerning the fair valuation of the assets and liabilities acquired The goodwill resulting from commitments to buy out minority are not significant at December 31st, 2013, compared interests represented €391,000 at December 31st, 2013.
VARIATION OF THE GOODWILL IMPAIRMENT (e’000)
CUMULATIVE IMPAIRMENT AT December 31st, 2012 18,382 Impairment increase Impairments in value recorded on acquisitions over the period Reversal of impairment on disposals over the period Foreign exchange variations in goodwill -139 Other changes CUMULATIVE IMPAIRMENT AT December 31st, 2013 18,243
The method applied for impairment testing is presented in Note 3.1.17.2.
ANNUAL FINANCIAL REPORT 135 CONSOLIDATED FINANCIAL STATEMENTS
The tests have not resulted in any writedowns for cash- scenario where the market value of cash-flow generating flow generating units in 2013. units would become lower than their book value.
Moreover, the sensitivity tests on WACC, infinite growth rate or cash-flow forecasts did not result in any likely 3.6.2 — Other intangible fixed assets
(e’000) Total
GROSS VALUE AT DEC 31ST, 2012 96,288 Investments 15,022 Change in scope 0 Translation gains/losses -490 Divestments -952 Reclassification -92 GROSS VALUE AT DEC 31ST,2013 109,776 AMORTIZATION AT DEC 31ST, 2012 57,465 Increases 7,289 Change in scope 0 Translation gains/losses -314 Reversals -608 AMORTIZATION AT DECEMBER 31ST, 2013 63,832 NET VALUE AT DECEMBER 31ST, 2012 38,823 NET VALUE AT DECEMBER 31ST, 2013 45,944
3.6.3 — Tangible fixed assets
Buildings Other tangible Work-in- Advances (e’000) and technical Total fixed assets progress and deposits facilities
GROSS VALUE AT DEC 31ST, 2012 12,344 32,953 922 164 46,384 Investments 1,858 2,505 808 5,171 Change in scope Translation gains/losses -135 -635 -8 -778 Divestments -2,588 -2,891 -65 -5,544 Reclassification 70 1,190 -1,127 -69 64 GROSS VALUE AT DEC 31ST, 2013 11,549 33,122 603 22 45,297 AMORTIZATION AT DEC 31ST, 2012 7,365 23,119 30,485 Increases 1,360 3,873 5,233 Change in scope Translation gains/losses -46 -423 -469 Reversals -1,915 -,2,307 -4,222 AMORTIZATION AT DEC 31ST, 2013 6,764 24,262 31,026 NET VALUE AT DEC 31ST, 2012 4,979 9,834 922 164 15,899 NET VALUE AT DEC 31ST, 2013 4,785 8,860 603 22 14,270
136 ANNUAL FINANCIAL REPORT 3.6.4 — Financial investments
Financial investments are valued and recorded in accordance with the rules presented in Note 3.1.18. 3.6.4.1 — Breakdown of financial investments
Decembre 31st, 2013 Decembre 31st, 2012 BREAKDOWN OF FINANCIAL INVESTMENTS e Historical % fair Historical % fair ( ’000) Fair value Fair value cost (4) value cost (4) value
Investment properties recorded at their amortized cost 179 179 0% 184 184 0% Investment properties recorded on a fair value basis for earnings INVESTMENT PROPERTIES 179 179 0% 184 184 0% Bonds held through to maturity Bonds available for sale (1) 244,043 232,875 37% 251,652 237,286 41% Bonds recorded on a fair value basis for earnings (2) 226 226 0% 6,540 6,143 1% Bonds held for transaction purposes Unlisted bonds (amortized cost) BONDS 244,269 233,101 37% 258,192 243,429 42% Bond UCITS held through to maturity Bond UCITS available for sale (1) 31 19 0% 31 19 0% Bond UCITS recorded on a fair value basis for earnings (2) Bond UCITS held for transaction purposes Unlisted Bond UCITS (amortized cost) BOND UCITS 31 19 0% 31 19 0% Shares available for sale (1) Shares recorded on a fair value basis for earnings (2) Shares held for transaction purposes Equity securities available for sale (1) SHARES Equity UCITS available for sale (1) 43,094 37,677 6% 31,435 28,938 5% Equity UCITS recorded on a fair value basis for earnings (2) Equity UCITS held for transaction purposes EQUITY UCITS 43,094 37,677 6% 31,435 28,938 5% Other UCITS available for sale (1) 29,909 30,588 5% 19,483 20,137 3% Other UCITS recorded on a fair value basis for earnings (2) Other UCITS held for transaction purposes 346,844 347,479 52% 302,260 302,255 49% OTHER ASSETS (3) 376,753 378,067 57% 321,744 322,392 53% FINANCIAL INVESTMENTS ASSETS 664,147 648,864 100% 611,402 594,778 100% Derivative assets subject to hedge accounting Derivative assets in a natural hedging relation Other derivative assets DERIVATIVE ASSETS TOTAL FINANCIAL INVESTMENTS 664,326 649,043 100% 611,586 594,962 100%
(1) Not including assets available for sale on which the impairment in value has been booked against earnings, which can be seen on the line below (2) Excluding securities held for transaction purposes that are recorded on the line below (3) Including cash-based UCITS (4) The historical cost is calculated after provision for depreciation (i.e. €2.16 million at December 31st, 2013)
ANNUAL FINANCIAL REPORT 137 CONSOLIDATED FINANCIAL STATEMENTS
Certain capital securities (perpetual bonds) were subject Review of country exposure to impairments at December 31st, 2013, in accordance Review of exposure to peripheral countries: with the rules defined in Section 3.1.18, i.e. either a long- There is no more exposure to peripheral countries. term or a significant unrealized loss. Provisions on these securities represent €2,164,000. Unrealized capital gains or losses on financial investments
December 31st, 2013 December 31st, 2012 BREAKDOWN OF FINANCIAL Unrealized Unrealized Unrealized Unrealized INVESTMENTS Fair Historical Fair Historical e capital capital capital capital ( ’000) value cost (4) value cost (4) gains losses gains losses Investment properties recorded at their 179 179 184 184 amortized cost Investment properties recorded on a fair value basis for earnings INVESTMENT PROPERTIES 179 179 184 184 Bonds held through to maturity Bonds available for sale (1) 244,043 232,875 11,944 -776 251,652 237,286 15,572 -1,206 Bonds recorded on a fair value basis for 226 226 6,540 6,143 397 earnings (2) Bonds held for transaction purposes Unlisted bonds (amortized cost) BONDS 244,269 233,101 11,944 -776 258,192 243,429 15,572 -809 Bond UCITS held through to maturity Bond UCITS available for sale (1) 31 19 12 31 19 12 Bond UCITS recorded on a fair value basis for earnings (2) Bond UCITS held for transaction purposes Unlisted Bond UCITS (amortized cost) BOND UCITS 31 19 12 31 19 12 Shares available for sale (1) Shares recorded on a fair value basis for earnings (2) Shares held for transaction purposes Equity securities available for sale (1) SHARES Equity UCITS available for sale (1) 43,094 37,677 5,417 31,435 28,938 2,498 Equity UCITS recorded on a fair value basis for earnings (2) Equity UCITS held for transaction purposes EQUITY UCITS 43,094 37,677 5,417 31,435 28,938 2,498 Other UCITS available for sale (1) 29,909 30,588 459 -1,138 19,483 20,137 407 -1,062 Other UCITS recorded on a fair value basis for earnings (2) Other UCITS held for transaction purposes 346,844 347,479 12 -647 302,260 302,255 5 0 OTHER ASSETS (3) 376,753 378,067 471 -1,785 321,744 322,392 413 -1,062
(1) Not including assets available for sale on which the impairment in value has been booked against earnings, which can be seen on the line below. (2) Excluding securities held for transaction purposes that are recorded on the line below. (3) Including cash-based UCITS. (4) The historical cost is calculated after provision for depreciation (i.e. €2.16 million at December 31st, 2013).
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138 ANNUAL FINANCIAL REPORT December 31st, 2013 December 31st, 2012 BREAKDOWN OF FINANCIAL Unrealized Unrealized Unrealized Unrealized INVESTMENTS Fair Historical Fair Historical e capital capital capital capital ( ’000) value cost (4) value cost (4) gains losses gains losses FINANCIAL INVESTMENTS ASSETS 664,147 648,864 17,844 -2,561 611,402 594,778 18,494 -1,871 Derivative assets subject to hedge accounting Derivative assets in a natural hedging relation Other derivative assets DERIVATIVE ASSETS TOTAL FINANCIAL INVESTMENTS 664,326 649,043 17,844 -2,561 611,586 594,962 18,494 -1,871 Of which, financial instrument assets 317,303 301,385 17,832 -1,914 309,141 292,523 18,489 -1,871 available for sale Of which, financial instrument assets held for 346,844 347,479 12 -647 302,260 302,255 5 0 transaction purposes
(4) The historical cost is calculated after provision for depreciation (i.e. €2.16 million at December 31st, 2013).
3.6.4.2 — Breakdown of financial investments by category
Asset value at December 31st, 2013 Reminder Total % (e’000) December 31st, 2012 Level 1 valuation 649,445 97.8% 587,853 96.1% Level 2 valuation 14,702 2.2% 23,549 3.9% Level 3 valuation
TOTAL 664,147 100% 611,402 100%
Level 1 valuation: listed prices (unadjusted) from active During the year, there were no significant transfers markets for identical assets or liabilities; between Level 1 and Level 2.
Level 2 valuation: data other than the Level 1 listed However, certain perpetual bonds for which the prices which can be observed for the asset or liability, market has become inefficient (no volumes, few buyer either directly (e.g. prices), or indirectly (e.g. elements counterparties, significant bid-ask spread, etc.) were derived from prices); valued at December 31st, 2013 using an internal model with parameters corresponding to observable data Level 3 valuation: data on the asset or liability which are (cf. Note 3.1.18). They represent €421,000 on a market not based on observable market data (unobservable value basis. information).
ANNUAL FINANCIAL REPORT 139 CONSOLIDATED FINANCIAL STATEMENTS
3.6.4.3 — Financial investments recorded at fair value
Fair value measured based Fair value measured based BREAKDOWN OF FINANCIAL Total INVESTMENTS on market data on valuation techniques (e’000) 31/12/13 31/12/12 31/12/13 31/12/12 31/12/13 31/12/12 Bonds 243,848 246,656 421 11,535 244,269 258,192 Bond UCITS 31 31 31 31 Shares 568 510 568 510 Equity UCITS 42,526 30,925 42,526 30,925 Other assets (1) 20,188 7,469 9,721 12,014 29,909 19,483 Loans
FINANCIAL ASSETS AVAILABLE 307,161 285,592 10,142 23,549 317,303 309,141 FOR SALE (2)
Investment properties Bonds Bond UCITS Equity UCITS Shares Other assets
FINANCIAL ASSETS RECORDED ON A FAIR VALUE BASIS FOR EARNINGS (3)
Bonds Bond UCITS Shares Equity UCITS Other assets (1) 346,844 302,260 346,844 302,260
FINANCIAL ASSETS HELD FOR TRAN- 346,844 302,260 346,844 302,260 SACTION PURPOSES
TOTAL FINANCIAL ASSETS 654,005 587,853 10,142 23,549 664,147 611,402
(1) Including cash-based UCITS. (2) Not including assets held for sale on which impairment has been recognized under earnings. (3) Excluding securities held for trading.
3.6.5 — Change in deferred taxes on 3.6.5.1 — Analysis of change in net deferred taxes the Statement of Financial Position by type
CHANGE IN DEFERRED TAXES Net at Shareholders' Change Net at Reclassification Earnings (e’000) Dec 31st, 2012 equity in scope Dec 31st, 2013
Change in fair value of securities clas- -5,174 570 -4,604 sified as assets available for sale Pension commitments 438 299 -412 325 Profit-sharing 1,834 -25 1,809 Tax losses carried forward 6,104 -349 5,755 Other temporary differences -378 2,580 -267 1,935 NET DEFERRED TAXES 2,824 2,505 158 -267 5,220
The non-activated Deferred Tax Assets amounted to €13,660,000 at December 31st 2013.
140 ANNUAL FINANCIAL REPORT 3.6.5.2 — Breakdown of net deferred tax by due date
NET DEFERRED TAXES BY DUE DATE AT DECEMBER 31ST, 2013 Under 1 year Over 1 year (e’000)
Change in fair value of securities classified as assets available for sale -4,603 Pension commitments 324 Profit-sharing 1,809 Tax losses carried forward 5,755 Other temporary differences 2,791 -856 NET DEFERRED TAXES 4,600 620
3.6.6 — Other assets
3.6.6.1 — Breakdown of receivables
December 31st, 2013 December 31st, 2012 (e’000) Fair value Cost Fair value Cost Receivables from insurance or reinsurance operations accepted 51,958 51,958 33,778 33,778 Receivables from reinsurance cession operations 107,274 107,274 81,910 81,910 Trade receivables 146,233 146,233 135,973 135,973 Tax receivables due 5,055 5,055 4,435 4,435 Other receivables 25,869 25,869 42,329 42,329 TOTAL RECEIVABLES 336,389 336,389 298,425 298,425
The fair value is not significantly different from their historical cost on account of the short maturities concerned and the nature of these assets.
3.6.6.2 — Breakdown of receivables by due date
December 31st, 2012 (e’000) Under 1 year Over 1 year Over 5 years Receivables from insurance or reinsurance operations accepted 51,958 Receivables from reinsurance cession operations 107,274 Trade receivables 145,811 241 181 Tax receivables due 5,055 Other receivables 23,297 870 1,702 TOTAL RECEIVABLES 333,395 1,111 1,883
In line with the group’s standards, receivables are depreciated under the collection risk. In this way, there are no significant receivables due and not depreciated at December 31st, 2013.
ANNUAL FINANCIAL REPORT 141 CONSOLIDATED FINANCIAL STATEMENTS
3.6.6.3 — Breakdown of other assets
OTHER RECEIVABLES December 31st, 2013 December 31st, 2012 e ( ’000) Book asset value % Book asset value % Accounts receivables 1,534 6% 1,676 4% Other receivables 11,102 43% 24,700 58% Prov. for accounts receivable and other receivables -2,588 -10% -2,450 -5% Pre-booked expenses 15,821 61% 18,403 43% TOTAL 25,869 100% 42,329 100%
OTHER ASSETS December 31st, 2013 December 31st, 2012 e ( ’000) Book asset value % Book asset value % Loans, deposits and guarantees 5,491 94% 4,701 93% Interest and other long-term investments 73 1% 29 1% Other 268 5% 335 6% TOTAL 5,832 100% 5,065 100%
December 31st, 2013 December 31st, 2012 CASH Book asset value % Book asset value % Marketable securities 42,963 42% 53,925 46% Provision on marketable securities Cash and cash equivalents 59,036 58% 62,847 54% TOTAL 101,999 100% 116,772 100%
3.6.7 — Capital management – Covering any marketable securities entitling holders to the allocation of company shares. At December 31st, 2013, the elements relating to the management of the company’s capital are exclusively The quantitative and qualitative information making it those presented in the table outlining changes in possible to understand capital management under the shareholders’ equity. present policy, as authorized by the General Meeting, and measure their translation into the accounts and the Any changes to the capital and the rights associated return on capital, is presented in Notes 3.6.8, 3.11 and with the securities comprising it are subject to the legal 3.14. provisions in force, with no specific measures applicable under the bylaws. 3.6.8 — Treasury stock The general shareholders’ meeting has authorized the company to trade in its own shares over the year, Over the year 2013, 196,060 shares were purchased, in accordance with Article L 225-209 of the French 196,494 sold off and 30,650 shares allocated. These Commercial Code, with a view to: operations resulted in a profit of €171,884, booked directly against changes in consolidated shareholders’ – Coordinating the market through an investment service equity. provider under a liquidity agreement; – Granting stock options to employees and/or corporate At December 31st, 2013, APRIL held 378,679 shares as officers of the company and/or its group; treasury stock, acquired at an average price of €28.92, – Contributing securities in payment or exchange in and booked against shareholders’ equity for a total of connection with external growth operations; €10,953,000. – Cancelling any shares acquired under the authorization granted by the general shareholders’ meeting;
142 ANNUAL FINANCIAL REPORT 3.6.9 — Underwriting provisions for insurance policies
Health and personal Property and casualty Total insurance protection (e’000) 2013 2012 2013 2012 2013 2012
Mathematical provisions 128,045 120,345 952 915 128,997 121,260 Provisions for premiums not acquired 51 24 12,181 10,679 12,232 10,703 Provisions for claims (1) 201,814 194,962 176,128 169,130 377,942 364,092 Provisions resulting from recoverability tests Provisions for profit-sharing Provisions for current contingencies 438 898 438 898 Other provisions 40 40 GROSS UNDERWRITING POLICIES – INSURANCE 329,910 315,371 189,699 181,622 519,609 496,993 POLICIES Mathematical provisions ceded 32,817 41,204 32,817 41,204 Provisions for premiums not acquired ceded 1,743 296 1,743 296 Provisions for claims (2) ceded 79,675 74,680 85,851 74,328 165,526 149,007 Provisions resulting from recoverability tests ceded Provisions for profit-sharing Provisions for current contingencies Other provisions ceded TRANSFEREE AND RETROCESSION SHARE IN UNDERWRITING PROVISIONS (GROSS) – INSURANCE 112,492 115,884 87,594 74,624 200,087 190,508 POLICIES NET UNDERWRITING PROVISIONS 217,418 199,487 102,105 106,998 319,522 306,485 (1) Of which IBNR = 5,750 6,502 31,319 27,391 37,069 33,893 Of which, provisions for management costs 187 176 4,333 3,614 4,520 3,790 (2) Of which IBNR = 29,333 31,371 19,558 14,739 48,891 46,110 Of which, provisions for management costs
ANNUAL FINANCIAL REPORT 143 CONSOLIDATED FINANCIAL STATEMENTS
3.6.9.1 — Change in provisions for claims
Change in gross values
Health and personal protection Property and casualty Total (e’000) 2013 2012 2013 2012 2013 2012 GROSS PROVISIONS FOR CLAIMS TO BE 315,307 288,986 170,045 162,457 485,352 451,444 SETTLED AT JANUARY 1st (1) Total cost of claims (2) 161,728 161,254 54,654 69,263 216,382 230,517 Total payments (2) (3) -147,176 -134,369 -47,619 -62,393 -194,795 -196,762 Change in basis for consolidation and changes -564 717 153 in accounting method Change in exchange rate GROSS PROVISIONS FOR CLAIMS TO BE 329,859 315,307 177,080 170,045 506,939 485,352 SETTLED AT DECEMBER 31st
(1) Including mathematical provisions. (2) Over year and prior. (3) To be deducted since included in total cost of claims.
Change in reinsurer share
Health and personal protection Property and casualty Total (e’000) 2013 2012 2013 2012 2013 2012 REINSURER SHARE IN PROVISIONS FOR 115,884 70,728 74,328 66,106 190,212 136,834 CLAIMS TO BE SETTLED AT JANUARY 1st (1) Total cost of claims (2) 60,122 85,690 24,518 37,094 84,640 122,784 Total payments (2) (3) -63,514 -40,534 -12,995 -28,873 -76,508 -69,407 Change in basis for consolidation and changes in accounting method Change in exchange rate REINSURER SHARE IN PROVISIONS FOR CLAIMS TO BE SETTLED AT 112,492 115,884 85,851 74,328 198,343 190,212 DECEMBER 31st
(1) Including mathematical provisions. (2) Over year and prior. (3) To be deducted since included in total cost of claims.
3.6.10 — Provisions for contingencies and losses
Other (including BREAKDOWN OF Changes reclassification PROVISIONS December 31st, 2012 Increase Decrease December 31st, 2013 in scope and translation (e’000) differences) Provisions for disputes 4,049 3,627 -1,157 -65 6,454 Provisions for pensions 2,866 818 -1,327 -259 2,098 Other provisions for 11,168 3,419 -3,163 -565 10,859 contingencies and losses TOTAL PROVISIONS FOR CONTINGENCIES AND 18,083 7,864 -5,647 -889 19,411 LOSSES
144 ANNUAL FINANCIAL REPORT Provisions for disputes primarily correspond to disputes In addition, the new parameters resulting from the linked to the operational activities of APRIL group pensions reform have been incorporated into the companies, none of which represent a significant amount calculation of provisions. on their own. Other provisions for contingencies and losses primarily The main actuarial assumptions retained as group concern risks attached to the current activities of group standards for determining provisions for retirement companies. benefits are as follows: The application of IAS 19 (revised) has not led to any – Discount rate: 3,10% changes in the opening amount of the net commitment – Rate of increase in salaries: 2% for pensions (cf. Note 3.1.1.5). – Rate of inflation: 1% The following table presents the changes in net – Age of retirement: 67 years old provisions over 2013:
Other (including Current Other December Financial Termination reclassification December (e’000) service Sub-total comprehensive 31st, 2012 costs costs and translation 31st, 2013 costs income itemsal differences) (1) Total commitment 7,780 657 222 879 -80 -1,205 -302 7,073 Externalised commitment -4,914 -147 -147 87 -4,974
TOTAL PROVISIONS 2,866 657 74 732 7 -1,205 -302 2,098 FOR RETIREMENT
(1) Of which €246,000 of reclassification from provisions for retirement to provisions for contingency and losses.
3.6.11 — Financial liabilities
3.6.11.1 — Breakdown of financial liabilities
December 31st, 2013 December 31st, 2012 BREAKDOWN OF FINANCIAL LIABILITIES e Liability Liability ( ’000) % % book value book value Subordinated debt Debt represented by securities Borrowings from credit institutions 70 2% 45 1% Other financial debt 3,345 98% 3,211 99% BORROWINGS AND FINANCIAL DEBT RECORDED ON AN AMORTIZED BASIS 3,414 100% 3,256 100% Subordinated debt Debt represented by securities Borrowings from credit institutions Other financial debt BORROWINGS AND DEBT RECORDED ON FAIR VALUE BASIS FOR EARNINGS Derivatives included in insurance policies Derivative liabilities subject to hedge accounting Other derivative liabilities DERIVATIVE LIABILITIES TOTAL FINANCIAL LIABILITIES 3,414 100% 3,256 100% Of which, financial instrument liabilities held for transaction purposes
Financial liabilities resulting from commitments to buy out minority interests are recorded under other financial debt and totaled €3,307,000 at December 31st, 2013.
ANNUAL FINANCIAL REPORT 145 CONSOLIDATED FINANCIAL STATEMENTS
3.6.11.2 — Breakdown of financial liabilities by due date
December 31st, 2013 (e’000) Under 1 year Over 5 years Over 1 year
Subordinated debt Borrowings from credit institutions 4 66 Other financial debt 36 3,309 Of which commitments to buy out minority interests 3,307 TOTAL FINANCIAL LIABILITIES 40 3,375
3.6.12 — Other liabilities
3.6.12.1 — Breakdown of other liabilities
December 31st, 2013 December 31st, 2012 BREAKDOWN OF OTHER LIABILITIES e Liability book Liability book ( ’000) % % value value
Liabilities from insurance operations or reinsurance accepted 20,140 3% 12,785 3% Liabilities from reinsurance operations ceded 129,457 27% 112,338 24% Operating liabilities 220,982 46% 217,497 47% Tax liabilities due 8,458 2% 12,906 3% Other liabilities 105,126 22% 103,747 23% TOTAL OTHER LIABILITIES 484,163 100% 459,273 100%
3.6.12.2 — Breakdown of other liabilities by due date
December 31st, 2013 (e’000) Under 1 year Over 5 years Over 1 year
Liabilities from insurance operations or reinsurance accepted 20,140 Liabilities from reinsurance operations ceded 129,457 Operating liabilities 210,604 10,378 Tax liabilities due 8,458 Other liabilities 104,652 474 TOTAL OTHER LIABILITIES 473,311 10,852
146 ANNUAL FINANCIAL REPORT 3.6.12.3 — Décomposition des autres postes de passifs
December 31st, 2013 December 31st, 2012 e ( ’000) Liability book Liability book value value Current bank borrowings 16,433 11,238
December 31st, 2013 December 31st, 2012 OTHER LIABILITIES Liability book Liability book % % value value Personnel liabilities 49,642 47% 46,364 45% Tax liabilities (excluding corporate income tax) 9,927 9% 10,152 10% Current accounts payable 1,104 1% 1,343 1% Other liabilities 15,210 15% 14,820 14% Pre-booked income 29,243 28% 31,067 30% Investment subsidies 1 TOTAL OTHER LIABILITIES 105,126 100% 103,747 100%
December 31st, 2013 December 31st, 2012 OPERATING LIABILITIES Liability book Liability book % % value value Trade payables 183,654 83% 176,312 81% Advances and deposits received 37,147 17% 40,888 19% Fixed asset-related payables 180 297 TOTAL OPERATING LIABILITIES 220,982 100% 217,497 100%
3.6.13 — Future derivative instruments
At December 31st, 2013, APRIL did not own any future derivative instrument.
ANNUAL FINANCIAL REPORT 147 CONSOLIDATEDPART FINANCIAL 3.7 STATEMENTS
NOTE 3.7 – NOTES TO THE CASH-FLOW STATEMENT
3.7.1 — Net expenses without any impact on cash-flow
(e’000) December 31st, 2013
Net depreciation and provisions 14,381 Change in provisions for claims 13,325 Potential gains or losses derived from fair value adjustments -1,586 Change in value of goodwill Income and expenses calculated linked to stock options and related 122 Deferred taxes -2,505 Net expenses without any impact on cash-flow 23,737
3.7.2 — Cash-flow
(e’000) December 31st, 2013
Consolidated net income on continuing activities 52,639 Elimination of expenses without any impact on cash-flow 23,737 Income from disposals and other income 1,712 Cash-flow 78,088
3.7.3 — Change in operating working capital requirement
(e’000) December 31st, 2013
Change in receivables and liabilities from insurance operations -18,175 Other changes in receivables and liabilities 8,460 Change in operating working capital requirement -9,715
3.7.4 — Cash position
Year-end cash position Year-end cash position (e’000) Statement of financial position Change Statement of financial position December 31st, 2012 December 31st, 2013 Bank balances 62,847 -3,811 59,036 Short-term cash investments 53,925 -10,962 42,963 Short-term financial debt -11,238 -5,195 -16,433 TOTAL 105,534 -19,968 85,566
148 ANNUAL FINANCIAL REPORT PART 3.8
NOTE 3.8 – TRANSACTIONS WITH RELATED PARTIES
In 2013, the company or one of its subsidiaries carried out the following transactions with affiliates regarded as “related parties” (amounts presented above €50,000):
Expense / Amount Nature of ties Nature of service Revenue for for 2013 the group €’000
EVOLEM* and its subsidiaries Shared executive Real estate rental Expense 6,480 INSIGN Communications Shared director Communication externe Expense 1,102 MUTUALP Shared director Brokerage Revenue 1,988 CLARIX Shared executive IT services Expense 301 HANNOVER Ré Executive and director Reinsurance Revenue 1,137
* Evolem, APRIL’s majority shareholder, held 63.61% of the share capital at December 31st, 2013.
The APRIL Santé Equitable Foundation, created through an initiative by the company APRIL Santé Prévoyance with a view to promoting, developing and distributing health for all, received a donation of €350,000 from the various APRIL subsidiaries in 2013.
ANNUAL FINANCIAL REPORT 149 CONSOLIDATEDPART FINANCIAL 3.9 STATEMENTS
NOTE 3.9 – EXECUTIVE GROSS COMPENSATION
In 2013, the gross compensation for APRIL group directors can be broken down as follows:
END OF SHORT-TERM POST- OTHER LONG- EMPLOYMENT SHARE-BASED EXECUTIVE EMPLOYEE EMPLOYMENT TERM BENEFITS CONTRACT PAYMENT BENEFIT BENEFITS BENEFITS
Bruno Rousset €78,138 None None None None Chairman of the Board of directors
Jean-Pierre Rousset €14,300 None None None None Director
Guy Rigaud €3,850 None None None None Director
Bernard Belletante €16,500 None None None None Director
Jean-Claude Augros €3,850 None None None None Director
Philippe Marcel €13,750 None None None None Directorr
André Arrago €9,350 None None None None Director
Chiara Corazza €9,900 None None None None Director
Dominique Takizawa €17,600 None None None None Director
Jacques Tassi €15,950 None None None None Director
Bruno Bonnell €4,400 None None None None Director
Dominique Druon €9,350 None None None None Director
Isabelle Vidal €7,150 None None None None Director
Florence Durousseau €8,250 None None None None Director
150 ANNUAL FINANCIAL REPORT PART 3.10
NOTE 3.10 – FINANCIAL AND INSURANCE RISK MANAGEMENT
3.10.1 — Classification of risks under 3.10.2.2 — Management of brokerage-associated IFRS 7 and IFRS 4 risks Through its financial model, where cash-flow generates 3.10.1.1 — Financial risks a negative working capital requirement, the brokerage business enables the group to achieve a very low level of IFRS 7 recognizes the following categories of financial debt, reducing the volume of financial liabilities exposed. risks: The cash-flow generated by the group’s brokerage – Market risk: this risk can be broken down into the foreign companies is fully invested in short-term financial exchange risk, fair value risk on fixed-rate financial investments, primarily through the APRIL Trésorerie instruments, and value risk on listed instruments; mutual fund and bank term deposits. The APRIL – Credit risk: this corresponds to the risk of default by Trésorerie mutual fund represents a fund of funds, an issuer or counterparty, i.e. the risk for a creditor of equivalent to a cash-based UCITS (“monetary definitively losing their debt insofar as the debtor will be equivalent”), and therefore involves zero capital risk and unable, even by liquidating all of its assets, to pay back very low volatility. all of its commitments; – Liquidity risk: this concerns the risk of not being able to 3.10.2.3 — Analysis of sensitivity sell a financial instrument at a value close to its fair value. It may result in it effectively being impossible to sell the The income generated by the excess of cash from the instrument (absence of market, buying counterparty), or group’s brokerage companies is therefore sensitive to in an illiquidity discount; changes in the benchmark monetary rate: EONIA. For – Cash-flow risk linked to interest rates: for variable-rate reference, a 100 basis point change in the EONIA on financial instruments, changes in rates imply changes in average over 2013 would have had an impact on the the company’s future cash-flows. financial income representing €873,000.
3.10.1.2 — Insurance risk 3.10.3 — Insurance companies Under IFRS 4, policies must be classified as so-called insurance contracts. 3.10.3.1 — Nature of associated risks
IFRS 4 specifies that a policy is classified as an insurance Insurance companies are exposed to financial risks in policy if it exposes the insurance company to an insurance terms of both the financial assets that they hold and the risk, which corresponds to a non-financial risk taken on by financial liabilities, including investment policies, that the insurer. they take out.
They are exposed to the insurance risk through the 3.10.2 — Brokerage portfolios of insurance policies that they hold.
3.10.2.1 — Nature of brokerage-associated risks The group is present on the health, personal protection and property and casualty insurance sectors through a The Group’s brokerage companies are exposed to the portfolio of insurance policies, the main characteristics financial risks presented in Section 3.10.1.1. of which are as follows:
– Short risk, for a low unit amount, with high frequency; – High level of expertise; – Internalized management strategy.
ANNUAL FINANCIAL REPORT 151 CONSOLIDATED FINANCIAL STATEMENTS
Underwriting provisions relating to insurance policies limits, rules for the distribution of the portfolio between are valued in line with the methods traditionally used and various instruments, and rules governing the distribution in accordance with the French Insurance Code based on of risks. In addition, they stipulate that no financial futures various statistical and actuarial processes. may be used for the management of investments.
3.10.3.2 — Procedure for managing financial risks In connection with this management, the group does not relating to insurance companies currently use any instruments to hedge against financial risks. Neither does APRIL hold any securitization The group’s portfolio primarily comprises insurance vehicles (CDO or other) in its portfolios. company investments, the financial management of which is delegated to a dedicated entity within the group: 3.10.3.3 — Exposure to financial risks APRIL Asset Management, under the supervision of APRIL’s Chief Financial Officer. Market risk The following table presents all of the group’s financial Insurance regulations define strict criteria for the assets exposed to equity market risks by region: eligibility of financial instruments as well as exposure
EQUITY RISK EXPOSURE BY PLACE EUROPE USA OTHER TOTAL OF LISTING (e’000) 2013 2012 2013 2012 2013 2012 2013 2012 Shares available for sale (1) Shares recorded on a fair value basis for earnings Shares held for transaction purposes Equity securities available for sale (1) EQUITY SECURITIES Equity UCITS available for sale (1) 24,326 17,509 65 93 1,637 6,792 26,029 24,394
Equity UCITS recorded on a fair value basis for 0 earnings
Equity UCITS held for transaction purposes 0 EQUITY UCITS 24,326 17,509 65 93 1,637 6,792 26,029 24,394 TOTAL PORTFOLIO 24,326 17,509 65 93 1,637 6,792 26,029 24,394 % 93.46% 71,80% 0,25% 0,40% 6,29% 27,80% 100% 100%
(1) Not including assets available for sale on which the impairment in value has been booked against earnings.
Since these figures factor in the actual equities market exposure, the UCITS are therefore treated transparently. The difference in relation to Table 3.6.4.1 (which shows €43,094,000 in equities UCITS) can be explained by the percentage invested in money-market UCITS in the dedicated fund for the group’s equities component.
152 ANNUAL FINANCIAL REPORT Foreign exchange risk The following table presents the exposure to foreign exchange market risks for all of the group’s financial assets and liabilities:
Notional amount in December 31st, 2013 December 31st, 2012 currencies for derivatives FINANCIAL INSTRUMENT EXPOSURE TO (1) Book value Book value FOREIGN EXCHANGE RISK Book value Book value Dec 31st, Dec 31st, in currency in currency €’000 €’000 2013 2012 (thousands) (thousands) Financial assets denominated in EUR - 653,295 - 605,151 Financial assets denominated in GBP 2,364 2,840 Financial assets denominated in USD 0 0 Financial assets denominated in other currencies - 8,011 - 6,251 TOTAL FINANCIAL ASSETS 664,147 611,402 Financial liabilities denominated in EUR - 16,333 - 12,919 Financial liabilities denominated in GBP 0 0 Financial liabilities denominated in USD 1,285 932 949 719 Financial liabilities denominated in other currencies - 2,582 - 856 TOTAL FINANCIAL LIABILITIES 19,847 14,494
(1) Including direct exposure to currencies through UCITS held (foreign exchange risk not hedged).
Interest rate risk The following table presents all of the group’s financial assets exposed to fixed-income market risks by maturity: Book Book value value Breakdown by maturity at December 31st, 2013 TYPE OF FINANCIAL ASSETS (1) Interest Dec 31st, Dec 31st, (e’000) rate (2) 2013 2012 Under 1 Under 2 Under Under 4 Under 5 Over year years 3 years years years 5 years Bonds held through to maturity Bonds held for sale (3) 3.35% 27,916 21,658 32,202 31,063 21,503 79,237 213,579 227,897 Bonds recorded on a fair value basis for earnings (4) 223 Bonds held for transaction purposes Unlisted bonds (amortized cost) BONDS EXPOSED TO FAIR VALUE RISK 3.35% 27,916 21,658 32,202 31,063 21,503 79,237 213,579 228,121 Bonds UCITS held through to maturity Bonds UCITS held for sale (3) 31 31 31 Bonds UCITS recorded on a fair value basis for earnings Bonds UCITS held for transaction purposes Unlisted Bonds UCITS (amortized cost) BONDS UCITS EXPOSED TO FAIR VALUE RISK 31 31 31 Derivative assets subject to hedge accounting Derivatives included in insurance policies and investment Other derivative assets
(1) Short-term receivables are assumed to be due in under one year. (2) Weighted nominal rate for par values (par corresponding to the value at which the nominal rate applies), or alternatively the yield to maturity, weighted for amortized costs. (3) Not including assets available for sale whose impairment in value has been booked against earnings. (4) Excluding securities held for transaction purposes that are recorded in the section just below.
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ANNUAL FINANCIAL REPORT 153 CONSOLIDATED FINANCIAL STATEMENTS
Book Book value value Breakdown by maturity at December 31st, 2013 TYPE OF FINANCIAL ASSETS (1) Interest Dec 31st, Dec 31st, (e’000) rate (2) 2013 2012 Under 1 Under 2 Under Under 4 Under 5 Over year years 3 years years years 5 years DERIVATIVE ASSETS EXPOSED TO FAIR VALUE RISK Other financial assets exposed to fair value risk FINANCIAL INSTRUMENTS EXPOSED TO FAIR 3.35% 27,916 21,658 32,202 31,063 21,503 79,268 213,610 228,152 VALUE RISK (5) Bonds held through to maturity Bonds held for sale (3) 2.51% 14,656 15,809 30,464 23,555 Bonds recorded on a fair value basis for earnings (4) 226 226 6,516 Bonds held for transaction purposes Unlisted bonds (amortized cost) BONDS EXPOSED TO CASH-FLOW RISK 2.51% 14,656 16,035 30,691 30,071 Bonds UCITS held through to maturity Bonds UCITS held for sale (3) Bonds UCITS recorded on a fair value basis for earnings Bonds UCITS held for transaction purposes Unlisted Bonds UCITS (amortized cost) BONDS UCITS EXPOSED TO CASH-FLOW RISK Derivative assets subject to hedge accounting Derivatives included in insurance policies and investment Other derivative assets DERIVATIVE ASSETS EXPOSED TO CASH-FLOW RISK Other financial assets exposed to cash-flow risk FINANCIAL INSTRUMENTS EXPOSED TO CASH 2.51% 14,656 16,035 30,691 30,071 FLOW RISK (5) FINANCIAL ASSETS EXPOSED TO INTEREST 3.24% 42,572 21,658 32,202 31,063 21,503 95,303 244,300 258,223 RATE RISK % 17.4% 8.9% 13.2% 12.7% 8.8% 39% 100% 100%
(1) Short-term receivables are assumed to be due in under one year. (2) Weighted nominal rate for par values (par corresponding to the value at which the nominal rate applies), or alternatively the yield to maturity, weighted for amortized costs. (3) Not including assets available for sale whose impairment in value has been booked against earnings. (4) Excluding securities held for transaction purposes that are recorded in the section just below. (5) Rate risk can be broken down into two types of risk, depending on the typology applicable under IAS 32 - 39: fair value risk (fixed-rate) and cash-flow risk (variable-rate).
The financial liabilities exposed to interest rate risks are not significant.
154 ANNUAL FINANCIAL REPORT Credit risk In line with the management of company bond portfolios Credit risk exposure based on issuer ratings for and in order to limit the credit risk, various rules have bonds held. been defined in terms of ratings for issuers selected by Credit risk exposure can be assessed by the rating of the duly authorized financial organizations. issuers of the bonds held. The following table presents a breakdown of financial assets exposed to an interest rate risk by issuer rating.
(1) Breakdown at December 31st, 2013 by rating Book value Book value TYPE OF FINANCIAL ASSETS e below December December ( ’000) ND AAA AA A BBB BBB 31st, 2013 31st, 2012
Bonds held through to maturity
Bonds held for sale (2) 84,517 58,489 47,373 53,664 244,043 251,652
Bonds recorded on a fair value basis 226 226 6,540 for earnings (3)
Bonds held for transaction purposes
Unlisted bonds (amortized cost)
BONDS EXPOSED TO CREDIT 84,517 58,489 47,373 53,664 226 244,269 258,192 RISK
Bond UCITS held through to maturity
Bond UCITS held for sale (2) 31 31 31
Bond UCITS recorded on a fair value basis for earnings (3)
Bond UCITS held for transaction purposes
Unlisted Bond UCITS (amortized cost)
BOND UCITS EXPOSED TO 31 31 31 CREDIT RISK
TOTAL 31 84,517 58,489 47,373 53,664 226 244,300 258,223 % 0% 34.6% 23.9% 19.4% 22% 0.1% 100%
(1) Standard & Poors and/or Moody’s rating. (2) Not including assets available for sale on which the impairment in value has been booked against earnings for the year. (3) Excluding securities held for transaction purposes, which are presented on the following line in the table.
Credit risk exposure through reinsurance operations: criterion for the group when selecting its reinsurer The rating of reinsurers is considered to be a decisive partners since it reflects their financial soundness.
December 31st, 2013 (1) A+ BBB+ below ND AAA AA Total to A- to BBB- BBB Total premiums ceded 731 0 84,738 46,994 5,427 0 137,890
% of premiums ceded 0.5% 0% 61.5% 34.1% 3.9% 0% 100% Reminder December 31st, 2012 0.3% 0% 66.1% 21.2% 12.4% 0% 100% Number of reinsurers 3 0 8 11 1 0 23
% of number of reinsurers 13% 0% 34.8% 47.8% 4.3% 0% 100% Reminder December 31st, 2012 11.1% 0% 33.3% 38.9% 16.7% 0% 100%
(1) Standard & Poor’s (long-term) rating.
ANNUAL FINANCIAL REPORT 155 CONSOLIDATED FINANCIAL STATEMENTS
Liquidity risk Most of the financial investments held by APRIL are The following table presents a breakdown of the financial admitted for trading on an official listing market or assets held by APRIL by their level of liquidity: equivalent and involve a low liquidity risk.
BOOK VALUE Reminder % at December 31st, 2012 Shares Bonds UCITS Other assets Total Dec 31st, of total (e’000) 2012
Listed securities or UCITS with 244,269 75,949 271,044 591,263 89% 91.7% daily valuation
UCITS with non-daily valuation 56,278 3,639 59,917 9% 6.3%
Unlisted securities 12,967 12,967 2% 2 % TOTAL 244,269 132,227 287,650 664,147 100% 100%
The securities which are not valued daily are as follows: Analysis of equity and foreign exchange market risk sensitivity – OPCIs which are valued every quarter; The following table presents the results of a simulation – Equities and diversified UCITS which are valued of the impacts of changes in the foreign exchange and weekly. equity markets across all APRIL portfolios.
The APRIL group does not currently have any liquidity For UCITS lines, the impact has been calculated on a problems to report, since current assets far exceed transparent basis, i.e. the indirect impact of the makeup current liabilities. As such, no repayment schedule is of UCITS assets held (in terms of target equity market given for under one year for current receivables and and currencies) has been reflected in the overall portfolio. payables. As an assumption, for all financial assets exposed to equity and foreign exchange markets, a sensitivity rate 3.10.3.4 — Analysis of sensitivity to financial risks of 1 has been applied.
FINANCIAL ASSETS SENSITIVITY TO MARKET RISK Impact on shareholders’ equity e ( ’000) December 31st, 2013 December 31st, 2012 BEFORE IMPACT OF HEDGING FINANCIAL INSTRUMENTS 3,688 3,064 +/- 10% change in the EUROSTOXX 50 index (1) 2,603 2,439
+/- 10% change in exchange rate for euro / other currencies 1,085 625 AFTER IMPACT OF HEDGING FINANCIAL INSTRUMENTS 3,688 3,064 +/- 10% change in the EUROSTOXX 50 index (1) 2,603 2,439
+/- 10% change in exchange rate for euro / other currencies 1,085 625
(1) Impact of global market change.
156 ANNUAL FINANCIAL REPORT Analysis of interest rate risk sensitivity The following table presents the results of a simulation of the impacts of a change in the fixed-income markets on APRIL’s entire bond portfolio.
Impact Impact on Impact on Impact Impact on Impact on FINANCIAL ASSETS SENSITIVITY TO INTEREST RATE on fair consolidated shareholders' on fair consolidated shareholders' RISKS value income equity value income equity (e’000) December 31st, 2013 December 31st, 2012 BEFORE IMPACT OF HEDGING FINANCIAL INSTRUMENTS
+/- 1% change in risk-free rate 7,446 -308 7,446 8,466 -330 8,466
Of which, financial instruments exposed to fair value risk 7,446 7,446 8,466 8,466
Of which, financial instruments exposed to cash-flow risk -308 -330
AFTER IMPACT OF HEDGING FINANCIAL INSTRUMENTS
+/- 1% change in risk-free rate 7,446 -308 7,446 8,466 -330 8,466
Of which, financial instruments exposed to fair value risk 7,446 7,446 8,466 8,466
Of which, financial instruments exposed to cash-flow risk -308 -330
The figures for financial instruments exposed to a fair Property and casualty: value risk correspond to the impact that a change in – Auto branch: an abnormal series of major claims rates would have on the valuation of fixed-rate bond (serious accidents with bodily injuries); lines held in the portfolio. It has been calculated directly – Retail and corporate comprehensive branches: an based on the sensitivity of the bond portfolio. abnormal series of major claims on various premises or sites (fire, gas explosion, etc.) or a natural disaster The figures for financial instruments exposed to cash- (storm, earthquake, etc.). flow risk correspond to the impact that a change in rates would have on the forecasted total annual coupons of Health and personal protection: variable bond lines held in the portfolio. – Death in connection with a policy concerning a major amount of capital; 3.10.3.5 — Insurance risk management process – Multiple deaths in connection with group policies (terrorist attack, aircraft accident, etc.); The group’s risk policy, the main aspects of which are – Epidemic involving many days of sick leave; defined on a centralized basis within the underwriting – Pandemic with risk of multiple deaths. committees, is based around the following: These risks are reduced on two levels: – Definition of a general underwriting policy; – Definition of exposure limits and their use; – Upstream, through the underwriting policy (highly – Definition of a reinsurance policy; selective choice of risks, restrictions on concentrations, – Monitoring of various underwriting results; capping of retention thresholds, application of high unit – Definition of risk assessment methods; deductibles); – Identification and monitoring of risks placed. – Downstream, through the reinsurance policy (cession of share in risks, capping of larger claims, limitation of The main elements likely to influence changes in the the number of occurrences per event). loss ratio for insurance companies are as follows:
ANNUAL FINANCIAL REPORT 157 CONSOLIDATEDPART FINANCIAL 3.11 STATEMENTS
NOTE 3.11 – SHARE-BASED PAYMENTS
3.11.1 — Monitoring of stock option schemes
Plan Plan Plan Plan Plan Plan Plan Plan Plan
n°16 n°19 n°20 n°21 n°23 n°25 n°26 n°27 n°28 Date of Board of Apr 26th, Apr 24th, Apr 24th, Apr 23rd, Apr 23rd, Apr 22nd, Apr 22nd, Apr 22nd, Aug 31st, Directors / Supervisory 2007 2008 2008 2009 2009 2010 2010 2010 2010 Board meeting
Total number of shares 40,000 60,000 82,500 77,000 85,500 112,500 17,500 87,000 180,000 offered on plan date
Option exercise start Apr 27th, Apr 24th, Apr 24th, May 13th, May 13th, May 26th, May 26th, May 26th, Sep 15th, date 2013 2013 2012 2013 2013 2014 2014 2014 2014
Apr 26th, Apr 23rd, Apr 23rd, May 12th, May 12th, May 25th, May 25th, May 25th, Sep 14th, Maturity 2014 2015 2014 2015 2015 2016 2016 2016 2016
Subscription price €40.56 €31.08 €31.08 €22.53 €22.53 €22.16 €22.16 €22.16 €20.16
Number of stock options at end 20,000 2,000 6,000 29,500 4,000 70,000 10,000 49,000 170,000 December 2013
Plan Plan Plan Plan Plan
n°29 n°30 n°31 n°32 n°33 Date of Board of Apr 21st, Apr 21st, Apr 21st, Jun 23rd, Apr 26th, Directors / Supervisory 2011 2011 2011 2011 2012 Board meeting
Total number of shares 157,000 37,500 75,000 25,000 15,000 offered on plan date
Option exercise start May 27th, May 27th, May 27th, Jun 23rd, Jun 31st, date 2015 2015 2015 2015 2016
May 26th, May 26th, May 26th, Jun 22nd, May 30th, Maturity 2017 2017 2017 2017 2018
Subscription price €20.57 €20.57 €20.57 €20.30 €11.66
Number of stock options at end 124,000 27,500 62,000 5,000 15,000 December 2013
In accordance with IFRS 2, the cost of share-based In this respect, the amount recorded at December 31st, compensation schemes for employees is recorded in the 2013 came to €112,000. consolidated financial statements. There has not been any new stock option issued in 2013.
158 ANNUAL FINANCIAL REPORT PART 3.12
NOTE 3.12 – INVESTMENTS
Capital expenditure during the period is linked directly to the group’s development projects.
In this respect, investments focused primarily on:
– Intangible fixed assets: filing of brands, acquisition of business assets and lease rights, as well as IT developments;
– Tangible fixed assets: fittings and furniture in connection with the development of the store networks.
ANNUAL FINANCIAL REPORT 159 CONSOLIDATEDPART FINANCIAL 3.13 STATEMENTS
NOTE 3.13 – OFF-BALANCE SHEET COMMITMENTS
The group’s off-balance sheet commitments in relation to third parties were as follows at December 31st, 2013:
(e’000) Commitments given Commitments received
Collateral 1,645 108,626 (1) Mortgages Guarantees 299 810 Other 20,556 10,016 (2) TOTAL 22,500 119,452
(1) Collateral received in connection with reinsurance operations. (2) This section primarily includes liability guarantees linked to acquisition/disposal operations.
Commitments to buy out minority interests: The commitments to buy out minority interests which have not been restated in view of the principles applied by the group concern the following company:
Minority commitment Group commitment (e’000) Minority interest Option period to sell to purchase
FLEXITRANS 30% Yes Yes From January 1st, 2019 onwards
The acquisition of a controlling interest in this company In this way, on account of their effective date, this dates back to before January 1st, 2010: as such, we commitment has not been valued. have maintained the previous treatment for puts.
160 ANNUAL FINANCIAL REPORT PART 3.14
NOTE 3.14 – NET INCOME AND DIVIDENDS
The company calculates earnings per share and fully Fully diluted earnings per share are determined factoring diluted earnings per share. in any dilutive shares issued in connection with stock option schemes. Earnings per share do not factor in any potential shares. They are drawn up based on the weighted average number of shares outstanding over the year.
December 31st, 2013
NET INCOME 51,035 Weighted number of ordinary shares at year-start (thousands) 40,494 Shares issued excluding options Options exercised Treasury stock 31 WEIGHTED NUMBER OF ORDINARY SHARES 40,525 NET EARNINGS PER SHARE 1.26 Dilutive instruments: stock options 594
WEIGHTED NUMBER OF ORDINARY SHARES AFTER INTEGRATION OF POTENTIALLY 41,119 DILUTIVE INSTRUMENTS
NET INCOME (FACTORING IN IMPACT OF DILUTIVE INSTRUMENTS AS RELEVANT) DILUTED NET EARNINGS PER SHARE 1.24
Dividends paid in 2013, 2012 and 2011 relative to 2012, €19,875,000 (€0.49 per share) and €19,877,000 (€0.49 2011 and 2010 came to €13,394,000 (€0.33 per share), per share).
ANNUAL FINANCIAL REPORT 161 CONSOLIDATEDPART FINANCIAL 3.15 STATEMENTS
NOTE 3.15 – STATUTORY AUDITING FEES
Mazars Deloitte Others Amount (before Amount (before Amount (before % % % tax) €’000 tax) €’000 tax) €’000 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
Statutory auditing, certification, review of individual and consoli- dated accounts: Issuer 41 41 4% 3% 41 41 16% 22% Fully-consolidated subsidiaries 829 913 84% 77% 205 141 81% 76% 11 11 100% 100%
Other audits and services linked directly to statutory auditing as- signment Issuer 7 3% Fully-consolidated subsidiaries 116 236 12% 20%
SUB-TOTAL 986 1,190 100% 100% 253 182 100% 98% 11 11 100% 100%
Other services provided by networks to fully-consolidated subsidiaries Legal, tax, social 4 2% Other (to be specified if >10% of audit fees)
SUB-TOTAL 0 4 TOTAL 986 1,190 100% 100% 253 186 100% 100% 11 11 100% 100%
162 ANNUAL FINANCIAL REPORT PART 3.16
NOTE 3.16 – POST-BALANCE SHEET EVENTS
None.
ANNUAL FINANCIAL REPORT 163 CONSOLIDATED FINANCIAL STATEMENTS
Mazars Deloitte & Associés Le Premium Immeuble Park Avenue 131 boulevard de Stalingrad 81 boulevard de Stalingrad 69100 Villeurbanne – France 69100 Villeurbanne – France
APRIL French limited company (société anonyme) with a Board of Directors with share capital of €16,361,654 Head office: 114 boulevard Marius Vivier Merle – 69003 LYON FRANCE RCS LYON 377 994 553
Statutory Auditors’ report on the consolidated financial statements
Fiscal year ended December 31st, 2013
Dear Shareholders, Without calling into question the opinion expressed above, we would like to draw your attention to the Pursuant to the mandate given to us at the General following, presented in Notes 3.1.1.3 and 3.1.1.4., Meeting, please find hereafter our report relative to the which refer to the new standards applied early or on a financial year ended December 31st, 2013 on: compulsory basis.
– Our audit of the consolidated financial statements of II — Basis for our opinions APRIL, as appended to the present report; – The basis for our opinions; Pursuant to the provisions of Article L.823-9 of the – The specific procedures and information required French Commercial Code relative to the forming of our under French law. opinions, we would like to draw your attention to the following points: The consolidated financial statements are the responsibility of the Board of Directors. Our responsibility – At each close of accounts, the company systematically is to express an opinion on these accounts based on our carries out an impairment test on goodwill and assets audit. with an indefinite lifespan and also determines whether there are any signs of a long-term impairment in assets, based on the conditions set out in Note 3.1.17 to the I — Opinion on the consolidated financial financial statements. We have reviewed the conditions statements for the implementation of this impairment test, as well as the cash flow forecasts and assumptions used, and We conducted our audit in accordance with the industry we have checked to ensure that Notes 3.1.17 and 3.6.1 standards applicable in France. These standards require provide appropriate information. that we plan and perform the audit to obtain reasonable assurance that the consolidated financial statements are – Notes 3.1.18, 3.1.23 and 3.1.29 to the financial free from any material misstatements. An audit includes statements present the accounting methods for examining, on a test basis, evidence supporting the recognizing and valuing financial assets and liabilities. amounts and information contained in these accounts. In connection with our assessment of the accounting An audit also involves assessing the accounting methods principles applied by your company, we have verified the and principles used and the significant estimates made appropriate nature of the accounting methods indicated when drawing up the accounts, as well as evaluating above and the information provided in the notes to the the overall presentation of the financial statements. We financial statements, and more specifically Note 3.6.4. believe that our audit provides a reasonable basis for the opinion presented hereafter. – Certain technical items that are specific to insurance and reinsurance and the assets and liabilities in your We certify that the consolidated financial statements company’s consolidated accounts are estimated for the year are, in view of IFRS, as adopted within the based on statistical and actuarial elements, including European Union, fair and accurate and faithfully reflect underwriting provisions. The conditions for determining the assets, liabilities, financial position and earnings of these elements are presented in Note 3.1.25 to the the consolidated group comprising the various entities consolidated financial statements. We have assessed included in the basis for consolidation. the reasonable nature of the assumptions retained
164 ANNUAL FINANCIAL REPORT in the calculation models used, notably with regard to We do not have any observations to make regarding the group’s experience, its regulatory and economic the sincerity of this information or its application for the environment as well as the overall consistency of such consolidated financial statements. assumptions.
The assessments made in this way are part of our audit of the annual financial statements in general and therefore Villeurbanne, March 18th, 2014 contributed to the formation of our opinion expressed in the first part of this report.
III — Specific procedures and information The Statutory Auditors
In accordance with the industry standards applicable in France, we have also carried out the specific verifications Mazars Deloitte & Associés required by law on the information given in the report on the group’s management. Emmanuel Charnavel Dominique Valette
ANNUAL FINANCIAL REPORT 165 PART 4 STATUTORY FINANCIAL STATEMENTS PARTSTATUTORY FINANCIAL STATEMENTS4.0
APRIL STATUTORY FINANCIAL STATEMENTS AT DECEMBER 31ST, 2013
Income statement
Income statement Note 2013 2012 2011 (e’000) Revenues 4.11 Operating subsidies 2 Write-backs on amortization and provision 4.10 1,163 44,149 676 Reversal expenses 1,103 1,537 1,361 Other income 683 99 71 Total operating revenues 2,949 45,785 2,110 Other purchases and external expenses 4.12 4,514 4,652 3,911 Taxes 897 856 721 Salaries and wages 4,418 3,915 3,691 Payroll taxes 1,996 2,979 2,611 Fixed asset depreciation 4.2.2 56 51 47 Fixed asset provisions Current asset provisions Provisions for contingencies and losses 4.10 311 1,066 6,703 Other expenses 160 175 145 Total operating expenses 12,352 13,694 17,829 Operating income -9,403 32,091 -15,719 Dividends received 42,504 18,365 61,760 Other financial income 18,719 13,401 1,687 Financial expenses 13,434 11,982 3,695 Net financial income 4.13 47,789 19,784 59,752 Current income before tax 38,386 51,875 44,033 Non-recurring revenues 1 25 40 Non-recurring expenses 1,096 497 205 Non-recurring income 4.14 -1,095 -472 -165 Income before tax 37,291 51,403 43,868 Employee profit-sharing Corporate income tax 4.15 -8,077 -8,653 -10,410 Net income 45,368 60,056 54,278
168 ANNUAL FINANCIAL REPORT Balance sheet
Balance sheet e 2013 2012 2011 ( ’000) Depreciation Note Gross and provisions Assets Net Net Net
Intangible fixed assets 4.2 1,252 1,251 1 4 Tangible fixed assets 4.2 830 618 212 246 270 Long-term investments 4.2/4.3/4.4 356,754 17,130 339,624 327,025 333,152 Fixed assets 358,836 18,999 339,837 327,275 333,422
Advances and pre-paid orders 4.5 171 171 72 33 Trade and related receivables 4.5 149,439 149,439 139,079 75,942 Other accounts receivable 878 878 Marketable securities 4.7/4.4 145,903 145,903 131,600 80,668 Cash 3,041 3,041 1,248 3 Current assets 299,432 0 299,432 271,999 156,646
Adjustment accounts and related 4.5 21 21 141 174
Total 658,289 18,999 639,290 599,415 490,242
Liabilities Note 2013 2012 2011
Share capital 4.8 16,362 16,362 16,362 Paid-in capital 12,839 12,839 12,839 Legal reserves 1,636 1,636 1,636 Regulated reserves Other reserves 288,597 242,039 207,805 Retained earnings 103,078 102,974 102,806 Fiscal year income 45,368 60,056 54,278 Shareholders' equity 4.9 467,880 435,906 395,726 Provisions for contingencies and losses 4.10 258 1,110 44,193 Borrowings and debt with credit institutions 4.5 5 26 69 Prepaid income on work-in-progress Accounts payable and related 4.5 823 1,307 1,146 Other liabilities 4.5 170,324 161,066 49,108 Debt 171,152 162,399 50,323 Adjustment accounts and related Total 639,290 599,415 490,242
RAPPORT FINANCIER ANNUEL 169 STATUTORY FINANCIAL STATEMENTS
Cash-flow statement
Cash-flow statement 2013 2012 2011 (e’000)
Cash position at year-start 132,822 80,654 38,315 Cash-flow 41,384 16,844 63,181 Of which, dividends received from subsidiaries 42,504 18,365 61,760 Change in working capital requirements -2,443 48,976 2,310 Net cash-flow from holding company coordination activities 38,941 65,820 65,491 Investment operations Acquisition of intangible fixed assets -1 -6 -3 Acquisition of tangible fixed assets -18 -25 -155 Disposal of tangible and intangible fixed assets 25 32 Acquisition of equity securities -7,267 -22,253 Disposal/reimbursement of equity securities 99 4,450 12,916 Acquisition of other long-term investments -3,235 -4,536 -936 Disposal of other long-term investments 992 6,315 6,965 Net cash-flow from investment operations -9,430 6,223 -3,434 Financing operations Sum received for capital increase linked to exercising of stock options 159 Dividends paid out to parent company shareholders -13,394 -19,875 -19,877 Loans drawn down Loans paid back Net cash-flow from financing operations -13,394 -19,875 -19,718 Cash position at year-end 148,939 132,822 80,654 Of which: Marketable securities 39,738 49,523 58,354 Treasury stock classified as marketable securities 1,165 2,077 2,366 Cash and cash equivalents 3,041 1,248 3 Cash instruments 105,000 80,000 20,000 Bank overdraft -5 -26 -69
Highlights
Capital transactions relating to APRIL’s equity Equity acquisition/disposal interests – APRIL sold all the shares of APRIL Entreprise Réunion – Liquidation of Axeria Insurance Company. (former APRIL SIGMA) to APRIL Dommages for €37,000. – Merger of APRIL Entreprise into APRIL Dommages. – APRIL bought the shares of Judicial to Solucia for €7.3m.
170 ANNUAL FINANCIAL REPORT Notes to the statutory financial statements of APRIL The annual financial statements were approved by the for the year ended December 31st, 2013. Board of Directors on February 26th, 2014. The notes below represent an integral part of the annual financial statements and make up the notes to the APRIL’s statutory financial statements are included balance sheet for the year ended December 31st, 2013, in the consolidated group financial statements for with a net total of €639,290,000, and the income APRIL group. statement for the year, with a profit of €45,368,000. APRIL’s group consolidated financial statements are The financial year lasts 12 months and runs from included in the consolidated financial statements of January 1st to December 31st, 2013. EVOLEM SA.
Note 4.1 – Accounting methods and principles 172
Note 4.2 – Fixed assets 174
Note 4.3 – Equity interests 176
Note 4.4 – Treasury stock and warrants awarded 177
Note 4.5 – Receivables and payables 178
Note 4.6 – Breakdown of net trade payables 179
Note 4.7 – Marketable securities 180
Note 4.8 – Share capital structure 181
Note 4.9 – Change in shareholders’ equity 182
Note 4.10 – Provisions for contingencies and losses 183
Note 4.11 – Revenues 184
Note 4.12 – External expenses 185
Note 4.13 – Financial income 186
Note 4.14 – Non-recurring items 187
Note 4.15 – Corporate income tax 188
Note 4.16 – Commitments given and received 189
Note 4.17 – Related companies 190
Note 4.18 – Average headcount 195
Note 4.19 – Executive compensation 196
Note 4.20 – Related parties 197
Note 4.21 – Individual training entitlements 198
Note 4.22 – Post-balance sheet events 199
ANNUAL FINANCIAL REPORT 171 PARTSTATUTORY FINANCIAL STATEMENTS4.1
NOTE 4 .1 – ACCOUNTING METHODS AND PRINCIPLES
The Company’s financial statements are drawn up in at the close of accounts and when drawing up interim accordance with the provisions of the general French statements. chart of accounts (Plan Comptable Général) approved by the Ministerial Decree of June 22nd, 1999 published As relevant, a depreciation charge may be valued and in the official gazette on September 21st, 1999. recorded.
The accounting standards have been applied in accordance with the principle of conservatism, in line 4.1.3 — Equity interests with the following basic assumptions, which seek to provide a faithful image of the Company: Equity interests are booked gross at their acquisition price, including any directly related acquisition costs. – Going concern; – Unchanged accounting methods from one financial Equity interests are valued based on their going concern year to the next; value: – Independent financial years. – The going concern value of equity interests is The basic method used for valuing items booked in the calculated in line with a method based notably on the accounts is the historical cost method. discounted future cash-flow and net asset value, as per the medium-term business plans;
4.1.1 — Intangible fixed assets – When the going concern value is below the book value, a provision for impairment is recorded for the difference. The APRIL brand has been amortized in full. Software is valued at its acquisition price. Amortization charges are calculated on a straight-line 4.1.4 — Loans and receivables basis depending on the actual useful life, ranging from one to three years. Loans and receivables are valued at their nominal value. A provision for impairment is recorded when the recoverable value is less than the book value. 4.1.2 — Tangible fixed assets
Tangible fixed assets are valued on an acquisition price 4.1.5 — Other long-term investments basis. Other long-term investments recorded on the balance Amortization charges are calculated on a straight-line sheet at their acquisition price comprise deposits, basis depending on the actual useful life, in line with the sureties and treasury stock. A provision for impairment following general periods: is recorded when the recoverable value is lower than the book value. – General installations and fittings 8 years – Transport equipment 5 years – Office equipment 5 years 4.1.6 — Marketable securities – IT equipment 3 years – Furnishings 5 years Marketable securities are booked at their acquisition cost. Treasury stocks acquired under the liquidity agreement In accordance with the provisions of CRC regulation are valued at the closing price on the last day’s trading 2002-10 relative to the amortization and depreciation of for the year. assets, any signs of impairment in value are looked for
172 ANNUAL FINANCIAL REPORT Other marketable securities are valued at their last known insurance company as a defined benefits contract. The stock price or at the last net asset value for UCITS. supplement is covered by an allowance for provisions for A provision is booked when the inventory value is lower contingencies and liabilities. than the book value. The assumptions retained are as follows:
4.1.7 — Provisions for contingencies – Inflation rate: 1.00% and losses – Discount rate: 3.10% – Rate of increase in salaries: 2.00% Provisions for contingencies and losses comprise – Turnover: 6.00% commitments on which the due date or amount is – Retirement age: 67 uncertain and results from commercial, industrial tribunal or other risks. 4.1.9 — Foreign currency transactions Each known dispute in which APRIL is involved is examined at the close of accounts by the Board of Transactions in foreign currencies are booked at the ex- Directors, further to recommendations from external change rate in force for the transaction date. Receivables advisors if relevant, with the provisions deemed and payables are valued at the closing exchange rate or necessary recorded to cover the estimated risks. at their hedging price. Any difference resulting from the discounting of receivables and payables in foreign curren- cies is recorded under foreign currency adjustments. Any 4.1.8 — Retirement benefits unrealized foreign currency losses are subject to a provi- sion for liabilities, as relevant. Commitments relative to retirement benefits are valued based on the likely fair value of the entitlements acquired, taking into consideration the legal provisions and national 4.1.10 — Corporate income tax wage bargaining agreements in force, based on actuarial assumptions primarily factoring in wage rises through to APRIL is at the head of the tax consolidation group retirement age, staff turnover and mortality tables. The comprising APRIL and the following subsidiaries, in which commitments calculated in this way are transferred to an the group has a direct or indirect interest of over 95%:
APRIL International Voyage APRIL Vie Conseils APRIL Santé Prévoyance APRIL Gamma APRIL Dommages APRIL Entreprise Réunion APRIL International Expat APRIL Entreprise & Collectivités APRIL Mon Assurance APRIL Entreprise Est CANNASSUR APRIL Entreprise Caraïbes MGR MANCINI PAPILLON APRIL International EMEA REASSUR APRIL International Assistance Solucia Protection Juridique C.I.C.P Axeria Iard APRIL Marine Axeria Prévoyance Moral Caraïbes APRIL Entreprise Réunion Assurances APRIL Prévoyance Santé APRIL Partenaires Réunion APRIL International Assur-Londres APRIL Partenaires ALP Prévoyance APRIL Entreprise Immobilier Judicial APRIL Group Vie Epargne Cetim APRIL Entreprise Prévoyance APRIL Contact
Tax expenses are borne by consolidated companies losses recorded by consolidated companies, are booked in the same way as if there were no tax consolidation against earnings in APRIL’s accounts. structure. Tax savings made by the group linked to
ANNUAL FINANCIAL REPORT 173 PARTSTATUTORY FINANCIAL STATEMENTS4.2
NOTE 4.2 – FIXED ASSETS
4.2.1 — Gross values
(€’000) January 1st, 2013 Increases Decreases December 31st, 2013
Intangible fixed assets 1,251 1 1,252 General installations and fittings 233 2 235 Transport equipment 63 63 IT and office equipment and furnishings 516 16 532 Fixed assets investments underway Tangible fixed assets 812 18 0 830 Other equity interests 341,839 61,604 64,920 338,523 Equity interest-related receivables Loans and other long-term investments 15,987 3,384 1,140 18,231 Long-term investments 357,826 64,988 66,060 356,754 Total 359,889 65,007 66,060 358,836
The significant changes recorded over the year on “other the “highlights” section in these notes: merger of APRIL equity interests” primarily reflect transactions carried out Dommages into APRIL Entreprise and acquisition of on the capital of APRIL subsidiaries and presented in Judicial.
4.2.2 — Depreciation
Position and changes over the year (€’000) January 1st, 2013 Increases Decreases December 31st, 2013
Intangible fixed assets 1,247 3 1,250 General installations and fittings 70 29 99 Transport equipment 15 13 28 Office equipment and furnishings 481 10 491 Tangible fixed assets 566 52 0 618 Total 1,813 55 0 1,868
174 ANNUAL FINANCIAL REPORT 4.2.3 — Provisions
Position and changes over the year (€’000) January 1st, 2013 Increases Decreases December 31st, 2013
Depreciation of long-term investments 30,800 596 14,266 17,130 Total 30,800 596 14,266 17,130
In accordance with the principles in force, a write-back 4.2.4 — Intangible fixed assets of provisions for impairment on treasury stock classified as other long-term financial investments was recorded Intangible fixed assets totaled €1,252,000 and can be for €21,000, in addition to a €596,000 provision for broken down as follows: impairment on equity securities and a €14,245 write- back of provisions for impairment on equity securities. – APRIL brand €686,000 – Software €566,000
ANNUAL FINANCIAL REPORT 175 PARTSTATUTORY FINANCIAL STATEMENTS4.3
NOTE 4.3 – EQUITY INTERESTS
Detailed information on each subsidiary and equity Earnings (profit interest for which the value exceeds 1% of the capital Share in capital Capital Capitaux propres or loss from last of the company subject to disclosure held (%) year ended) (€’000)
Subsidiaries (more than 50% owned) Axeria Iard 38,000 29,552 100% 2,359 Solucia Protection Juridique 7,600 12,738 100% 1,663 APRIL International 56,038 3,104 100% -33,083 APRIL Group Vie Épargne 100 49 100% -3 APRIL Canada Inc. 25,695 27,639 100% 999 APRIL Dommages 84,359 98,001 100% 3,375 Axeria Prévoyance 31,000 88,724 100% 3,617 APRIL Prévoyance Santé 501 51,800 100% 51,213 APRIL Mediterranean Limited 17,000 80,880 100% 14,276 Terre d’Entreprises 58 98 58.72% 12
General information on all subsidiaries and equity French equity Foreign equity interests French subsidiaries Foreign subsidiaries interest interest (€’000)
Book value of securities held:
Gross 297,016 41,398 109 Net 285,144 41,398 109
Loans and advances granted:
Gross 8,275 65 Net 8,275 65 Deposits and guarantees given Total dividends received 42,504
176 ANNUAL FINANCIAL REPORT PART 4.4
NOTE 4.4 – TREASURY STOCK AND WARRANTS AWARDED
4.4.1 — Treasury stock shares to staff (not yet decided) are recorded under long-term financial investments. In accordance with the authorization granted at the General Meeting on April 26th, 2007, APRIL has – The shares allocated to the market-making agreement continued rolling out its share buyback program. In this for the share or the free allocation of shares to staff way, APRIL bought back 196,060 shares for a total of (decided by the Board of Directors as authorized by €2,817,000, and sold off 196,494 shares for a total of the combined General Meeting on April 24th, 2008) are €2,835,000. Income from these disposals came to recorded under marketable securities. €172,000, recorded under financial income.
At December 31st, 2013, the company held 378,679 4.4.2 — Warrants treasury shares: No warrants were awarded in 2013. – The treasury stock allocated to a buyback program in connection with external growth operations or intended 594,000 warrants were still available for exercising at the to cover stock option schemes or schemes to award end of 2013.
ANNUAL FINANCIAL REPORT 177 PARTSTATUTORY FINANCIAL STATEMENTS4.5
NOTE 4.5 – RECEIVABLES AND PAYABLES
Accounts receivable Gross Up to 1 year Over 1 year (€’000)
Advances and deposits paid on orders 171 171 Other trade receivables 161 161 Group and partners 149,278 149,278 Corporate tax 847 847 Other receivables 31 31 Prepaid expenses 21 21 Total 150,509 150,509
Accounts receivable in relation to other group companies of the tax consolidation group (€2,004,000) and cash came to a total of €149,278,000, primarily corresponding advances granted to subsidiaries (€147,274,000). to tax receivables due by companies that are members
Accounts payable Gross Up to 1 year Over 1 year (€’000)
Equity interest-related liabilities 5,000 5,000 Bank borrowings 5 5 Trade payables and related 823 823 Tax and social security-related liabilities 2,584 2,584 Corporate tax Group and partners 162,366 162,366 Other liabilities 375 375 Prepaid income Total 171,153 171,153
Equity interest-related liabilities correspond to the remaining payment on the Axeria Prévoyance equity securities.
178 ANNUAL FINANCIAL REPORT PART 4.6
NOTE 4.6 – BREAKDOWN OF NET TRADE PAYABLES
Maturity Trade payables 2013 Trade payables 2012 (€’000)
Invoices not due payable within 30 days of end of the month 402 712 Invoices due – late payment < 30 days -12 Invoices due – late payment > 30 days and < 60 days 23 Invoices due – late payment > 60 days 81 129 Balance for trade payables 483 852 Invoices not received 340 455 Total trade payables and related 823 1,307
At December 31st, 2013, the balance for trade payables represented €483,000 (vs. €852,000 at December 31st, 2012), with the following breakdown:
– 83% for invoices not due payable within 30 days of the end of the month in which the invoice was issued (84% at December 31st, 2012);
– 17% for invoices due, with the failure to comply with the terms of payment on these invoices resulting from specific reasons (disputing the invoice or waiting to receive a credit note) (16% at December 31st, 2012).
ANNUAL FINANCIAL REPORT 179 PARTSTATUTORY FINANCIAL STATEMENTS4.7
NOTE 4.7 – MARKETABLE SECURITIES
Marketable securities came to €145,903,000 at December 31st, 2013 and can be broken down as follows:
Marketable securities Unrealized capital gains Book value Market value (€’000) and losses
Monetary UCITS 39,738 39,754 16 Treasury stocks 1,165 1 135 -30 Term deposits 105,000 1,135 0 Total 145,903 131,778 -14
In accordance with French National Accounting Board (CNC) Recommendation 2008-17 from November 6th, 2008, the bonus shares awarded to staff have been classified in a dedicated account. These shares are not subject to any provision for impairment based on their realizable value, but are subject to a provision for expenses depending on the conditions for acquisition.
180 ANNUAL FINANCIAL REPORT PART 4.8
NOTE 4.8 – SHARE CAPITAL STRUCTURE
Share capital structure (€) 2013 2012 2011
Number of shares comprising the share capital at year-start 40,904,135 40,904,135 40,894,135 Capital increase 10,000 Number of shares comprising the share capital at year-end 40,904,135 40,904,135 40,904,135 Earnings per share 1.11 1.47 1.33
At December 31st, 2013, APRIL’s share capital comprised 40,904,135 fully paid-up ordinary shares with a par value of €0.40.
ANNUAL FINANCIAL REPORT 181 PARTSTATUTORY FINANCIAL STATEMENTS4.9
NOTE 4.9 – CHANGE IN SHAREHOLDERS’ EQUITY
Changes in shareholders’ equity in 2011 – 2012 – 2013
Shareholders’ equity at year-end 2011 (€’000) 395,726
Capital increase for 2012 Dividends paid out -19,875 Other changes Earnings for 2012 60,056 Shareholders' equity at year-end 2012 435,906 Capital increase for 2013 Dividends paid out -13,394 Other changes Earnings for 2013 45,368 Shareholders' equity at year-end 2013 467,880
182 ANNUAL FINANCIAL REPORT PART 4.10
NOTE 4.10 – PROVISIONS FOR CONTINGENCIES AND LOSSES
Provisions for contingencies and losses Year-start Contribution Write-backs Year-end (€’000) Provisions for disputes 200 200
Provisions for pensions 111 54 57
Other provisions for contingencies and losses 999 999 0
Total provisions for contingencies and losses 1,110 200 1,053 257
Operating provisions and write-backs 1,110 200 1,053 257
Financial provisions and write-backs
Non-recurring provisions and write-backs
The €999,000 write-back of provisions for contingencies and losses mainly corresponds to the write-back of provisions for bonus shares awarded at April 24th, 2013. Other provisions for contingencies and losses correspond to a €200,000 provision for HR disputes.
ANNUAL FINANCIAL REPORT 183 PARTSTATUTORY FINANCIAL STATEMENTS4.11
NOTE 4.11 – REVENUES
The holding company – APRIL – steers and manages the group. Its only resources are dividends received from its equity interests and income from its investments.
184 ANNUAL FINANCIAL REPORT PART 4.12
NOTE 4.12 – EXTERNAL EXPENSES
Breakdown of “Other purchases and external expenses” 2013 2012 2011 (€’000)
General and IT services 864 1,079 1,042 Consumables (electricity, administrative supplies, etc.) 206 64 56 Property rentals 429 625 649 Furniture rental, maintenance and upkeep 270 107 162 Insurance 24 23 26 Fees, research and documentation 1,228 1,332 871 Advertising and public relations 563 749 433 Travel, assignments and entertainment 343 407 514 External staff 351 54 34 Other (training, banking services, telephone, postage) 236 212 124 Total 4,514 4,652 3,911
ANNUAL FINANCIAL REPORT 185 PARTSTATUTORY FINANCIAL STATEMENTS4.13
NOTE 4.13 – FINANCIAL INCOME
Financial income 2013 2012 2011 (€’000)
Financial income 61,222 31,766 63,447 Dividends 42,504 18,364 61,760 Write-back of provision for depreciation on securities 14,245 8,591 92 Write-back of provision for depreciation on long-term investments (excluding securities) 21 920 Interest income 3,362 2,279 975 Income from marketable securities 1,091 1,584 620 Foreign exchange gains 28 Financial expenses 13,434 11,982 3,695 Provision for depreciation on securities 596 9,356 504 Provision for depreciation on long-term investments (excluding securities) 30 2,429 Interest expenses and related expenses 2,252 2,526 55 Loss on equity interest-related receivables Net expenses from marketable securities 71 100 706 Foreign exchange losses 1 Other financial expenses 10,485 Financial income 47,788 19,784 59,752
APRIL has recorded a net amount of €-13,649,000 of provisions and write-backs for depreciation on the securities held in APRIL Entreprise, Axeria Iard, Axeria Insurance Company and APRIL International.
186 ANNUAL FINANCIAL REPORT PART 4.14
NOTE 4.14 – NON-RECURRING ITEMS
Non-recurring items 2013 2012 2011 (€’000)
Non-recurring revenues 1 25 40 Income from disposal of tangible fixed assets 32 Income from disposal of long-term investments Other non-recurring income 1 25 8 Non-recurring expenses 1,097 497 205 Net book value of tangible fixed assets 21 Net book value of long-term investments 1,097 Other non-recurring expenses 497 184 Non-recurring income -1,096 -472 -165
ANNUAL FINANCIAL REPORT 187 PARTSTATUTORY FINANCIAL STATEMENTS4.15
NOTE 4.15 – CORPORATE INCOME TAX
The application of the tax consolidation agreement generated €8,737,000 in tax savings for the tax consolidation group. The company would not have recorded any tax expense without this tax consolidation agreement.
188 ANNUAL FINANCIAL REPORT PART 4.16
NOTE 4.16 – COMMITMENTS GIVEN AND RECEIVED
Commitments received Clawback clause: after APRIL granted APRIL Entreprise (formerly APRIL Corporate) in 2005 the right to write off its debt, it has been covered by a clawback clause, for €3,450,000.
Commitments to buy out minority interests None.
ANNUAL FINANCIAL REPORT 189 PARTSTATUTORY FINANCIAL STATEMENTS4.17
NOTE 4.17 – RELATED COMPANIES
Related companies disclosures
Amounts regarding companies ITEMS with which the company related has an equity interest
Equity interests Terre d’Entreprises 111,574 Axeria Iard 56,993,987 Solucia Protection Juridique 7,740,000 APRIL Group Vie Epargne 7,120,735 APRIL Canada Inc 24,399,381 APRIL International 58,353,009 APRIL Dommages 119,896,860 Axeria Prévoyance 37,620,955 APRIL Prévoyance Santé 1,845,912 APRIL Vie Conseil 28,384 APRIL Gamma 37,000 APRIL Mediterranean 16,998,800 SOGERIS 7,440 SIFA 102,000 Judicial 7,267,015 Shareholder current account APRIL International Voyage -2,462,775 APRIL Santé Prévoyance -79,610,235 APRIL Dommages 33,791,185 APRIL International Expat -5,403,086 GIE APRIL Technologies 23,183,147 APRIL Mon Assurance -2,279,147 Solucia Protection Juridique -7,310,215 APRIL Entreprise -8,209,285 APRIL Prévoyance Santé -6,546,246 APRIL International 76,192,061 APRIL Partenaires -9,321,535
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190 ANNUAL FINANCIAL REPORT Amounts regarding companies ITEMS with which the company related has an equity interest
GIE APRIL Brand Development Ce 461,442 APRIL Entreprise Immobilier -3,483,070 Université APRIL 62,009 APRIL Marine -2,010,515 ALP Prévoyance -944,858 MORAL Caraïbes -2,374,102 APRIL Moto -5,447,686 GIE APRIL Asset Management 42,559 Cetim -390,534 APRIL Entreprise Prévoyance -7,162,615 APRIL Courtage 86,618 APRIL Partenaires Réunion -2,846,905 REUNION Assurances 1,267,382 APRIL Contact 62,336 APRIL Vie Conseil 68,133 APRIL Entreprise Caraïbes -2,148,142 APRIL Entreprise Est -2,036,515 MANCINI Assurances -437,952 APRIL Entreprise & Collectivités -5,187,226 APRIL International EMEA 7,434,663 APRIL International Assistance 3,353,296 CICP -1,218,229 GIE Assinco OI -155,242 Judicial -1,823,762 GIE APRIL Ressources -128,264 GIE APRIL Digital -488,065 GIE APRIL Office 1,259,522 GIE Indemnisation Océan Indien -27,172 Tax consolidation current account APRIL International Voyage -92,567 APRIL Santé Prévoyance -884,739 APRIL Dommages -1 671 APRIL International Expat 573,580 APRIL Mon Assurance -329,901 Solucia Protection Juridique 45,650 Axeria IARD 181,922 Axeria Prévoyance 993,187 APRIL Entreprise -364,521 APRIL Prévoyance Santé -129,490 APRIL International -4,852
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ANNUAL FINANCIAL REPORT 191 STATUTORY FINANCIAL STATEMENTS
Amounts regarding companies ITEMS with which the company related has an equity interest
APRIL Partenaires -356,116 APRIL Entreprise Immobilier 11,033 APRIL Marine 24,204 ALP Prévoyance -260,357 MORAL Caraïbes 72,086 Cetim -93,853 APRIL Entreprise Prévoyance -7,847 APRIL Partenaires Réunion 62,397 REUNION Assurances -19,480 APRIL Vie Conseil 19,522 APRIL Entreprise Réunion 17,863 APRIL Entreprise Caraïbes -62,617 APRIL Entreprise Est 3,273 Réunion Assurance Sud -3,392 MANCINI Assurances -51,404 APRIL Entreprise & Collectivités -42,258 APRIL International EMEA -12,005 APRIL International Assistance -28,458 Judicial -44,632 Canassur -23,710 MGR -30,651 PAPILLON -53,362 REASSUR -6,427
Financial income Dividends: APRIL Dommages 3,078,734 Axeria Prévoyance 4,428,313 APRIL Prévoyance Santé 33,417,522 APRIL Mediterranean Limited (Santé) 1,578,904 Other interest and similar income APRIL Dommages 98,681 GIE APRIL Technologies 143,960 APRIL Mon Assurance 22,074 APRIL Entreprise 108 APRIL Prévoyance Santé 5,848 APRIL International 228,151 APRIL Partenaires 1,839 GIE ABDC 785 APRIL University 478 ALP Prévoyance 393 (Continue on next page)
192 ANNUAL FINANCIAL REPORT Amounts regarding companies ITEMS with which the company related has an equity interest
Moral Caraïbes 1,447 GIE APRIL Asset Management 35 Cetim 682 GIE APRIL Courtage 8 Réunion Assurances 3,040 APRIL Contact 90 APRIL Vie Conseil 285 APRIL Entreprise Paris 7,481 APRIL International EMEA 16,667 APRIL International Assistance 4,828 Judicial 9 GIE APRIL Ressources 57 GIE APRIL Office 4,069 Financial expenses: current account interest APRIL International Travel 31,090 APRIL Santé Prévoyance 1,120,614 APRIL International Expat 56,302 APRIL Mon Assurance 100,223 Solucia Protection juridique 10,215 APRIL Entreprise 37,778 APRIL Prévoyance Santé 21,545 APRIL Partenaires 206,091 APRIL Entreprise Immobilier 33,413 APRIL Marine 37,151 ALP Prévoyance 6,250 Moral Caraïbes 44,776 APRIL Moto 96,590 GIE APRIL Asset Management 151 Cetim 6,231 APRIL Entreprise Prévoyance 73,122 GIE APRIL Courtage 336 APRIL Partenaires Réunion 15,431 APRIL Contact 220 APRIL Entreprise Paris 139,901 APRIL Entreprise CaraÏbes 50,387 APRIL Entreprise Est 39,710 Mancini Assurance 6,612 AE et Collectivités 59,185 CICP 2,170 GIE Assinco OI 438 (Continue on next page)
ANNUAL FINANCIAL REPORT 193 STATUTORY FINANCIAL STATEMENTS
Amounts regarding companies ITEMS with which the company related has an equity interest
Judicial 43,045 GIE APRIL Ressources 462 GIE APRIL Digital 1,998 GIE Indemnisation 274
194 ANNUAL FINANCIAL REPORT PART 4.18
NOTE 4.18 – AVERAGE HEADCOUNT
2013 2012 2011
Managers and manager equivalents 39 41 36 Employees 2 3 3 TOTAL 41 44 39
ANNUAL FINANCIAL REPORT 195 STATUTORYPART FINANCIAL STATEMENTS4.19
NOTE 4.19 – EXECUTIVE COMPENSATION
In 2013, compensation (including attendance fees) for the Chairman and members of the Board of Directors totaled €204,000.
The amount paid to the five highest earners came to €1,011,000.
196 ANNUAL FINANCIAL REPORT PART 4.20
NOTE 4.20 – RELATED PARTIES
There are no material transactions to report that have not been conducted under normal market conditions.
ANNUAL FINANCIAL REPORT 197 PARTSTATUTORY FINANCIAL STATEMENTS4.21
NOTE 4.21 – INDIVIDUAL TRAINING ENTITLEMENTS
In accordance with the provisions of Law 2004-391 of May 4th, 2004 relative to professional training, the group’s French companies grant their employees an individual entitlement to a minimum of 20 hours per calendar year, which may be cumulated over up to six years, with, in the event of them not have being used by the end of this period, all such entitlements capped at 120 hours.
No expense was recorded in 2013, pursuant to the opinion issued by the Emergency Committee of the National Accounting Board (CNC) – number 2004-F dated October 13th, 2004.
At December 31st, 2013, the total number of hours’ training, corresponding to rights acquired by staff under the individual training entitlement (DIF) system and not covered by requests, came to 2,670 hours.
198 ANNUAL FINANCIAL REPORT PART 4.22
NOTE 4.22 – POST-BALANCE SHEET EVENTS
N/A.
ANNUAL FINANCIAL REPORT 199 STATUTORY FINANCIAL STATEMENTS
Mazars Deloitte & Associés Le Premium Immeuble Park Avenue 131 boulevard de Stalingrad 81 boulevard de Stalingrad 69100 Villeurbanne – France 69100 Villeurbanne – France
APRIL II – Basis for our opinions French limited company (société anonyme) with a Pursuant to the provisions of Article L. 823-9 of the Board of Directors with share capital of €16,361,654 French Commercial Code relative to the forming of our Head office: opinions, we would like to draw your attention to the 114 boulevard Marius Vivier Merle – 69003 LYON FRANCE following points: RCS LYON 377 994 553 – A significant percentage of your company’s assets are made up of equity interests, which are valued in accordance with the method indicated in Section 4.1.3. of the notes to the annual financial statements. Based on Statutory auditors’ report on the the information available to date, we have reviewed the annual financial statements approach adopted and the calculations performed by the company and assessed the resulting valuations;
– The assessments made in this way are part of our Year ended December 31st, 2013 audit of the annual financial statements in general and therefore contributed to the formation of our opinion expressed in the first part of this report. Dear Shareholders,
Pursuant to the mandate given to us at the General III – Specific procedures and information Meeting, please find hereafter our report relative to the We also performed, in accordance with the industry financial year ended December 31st, 2013 on: standards applicable in France, the specific procedures required under French law. – Our audit of the annual financial statements of APRIL, as appended to the present report; We do not have any observations to make regarding – The basis for our opinions; the accuracy of the information given in the Board of – The specific procedures and information required Directors’ Management Report and the documents under French law. submitted to shareholders on the financial position and the annual financial statements. The annual financial statements are the responsibility of the Board of Directors. Our responsibility is to express With regard to the information provided in accordance an opinion on these accounts based on our audit. with the provisions of Article L.225-102-1 of the French commercial code concerning executive pay and I – Opinion on the annual financial statements benefits, as well as the commitments made to them, we have checked its consistency with the accounts or with We conducted our audit in accordance with the industry the data used as a basis for drawing up such accounts standards applicable in France. These standards require and, as relevant, with the elements collected by your that we plan and perform the audit to obtain reasonable company from companies controlling or controlled by assurance that the annual financial statements are free your company. from any material misstatements. An audit includes examining, on a test basis, evidence supporting the On the basis of our work, we are able to certify the true amounts and information contained in these accounts. and accurate nature of such information. An audit also involves assessing the accounting methods As required by law, we have ensured that the various and principles used and the significant estimates made information relating to equity and control investments when drawing up the accounts, as well as evaluating and the identity of shareholders and voting rights holders the overall presentation of the financial statements. We has been provided to you in the Management Report. believe that our audit provides a reasonable basis for the opinion presented hereafter. Villeurbanne, March 18th, 2014 We certify that the annual financial statements are, in view of the industry standards and regulations applicable The statutory auditors in France, fair and accurate and faithfully reflect the Mazars Deloitte & Associés assets, liabilities, financial position and earnings of the company at the end of this financial year. Emmanuel Charnavel Dominique Valette
200 ANNUAL FINANCIAL REPORT Mazars Deloitte & Associés Le Premium Immeuble Park Avenue 131 boulevard de Stalingrad 81 boulevard de Stalingrad 69100 Villeurbanne – France 69100 Villeurbanne – France
APRIL Agreements and commitments submitted for French limited company (société anonyme) with a approval at the general meeting Board of Directors with share capital of €16,361,654 Head office: Agreements or commitments approved during the 114 boulevard Marius Vivier Merle – 69003 LYON FRANCE past financial year RCS LYON 377 994 553 We have not been informed of any agreements or commitments approved during the past financial year and to be submitted for approval by the general meeting as provided for under Article L. 225-38 of the French commercial code. Statutory auditors’ special report on regulated agreements and commitments Agreements and commitments already approved by the general meeting
Agreements and commitments approved at General Meetings in previous financial years and continued General Meeting to approve financial statements during the last financial year for fiscal year ended December 31st, 2013 In accordance with Article R.225-30 of the French commercial code, we have been informed that the performance of the following agreements and commitments, which were approved at General Meetings in previous financial years, continued during the last financial year. Dear Shareholders, With the company APRIL Group Vie Épargne In our capacity as your company’s Statutory Auditors, Concerning: Mr. Bruno Rousset, Chairman and Chief please find hereafter our report on regulated agreements Executive Officer of APRIL and commitments. Nature and purpose: On December 8th, 2010, the It is our responsibility to report to you, based on the Board of Directors authorized your company to guarantee information we have been provided with, on the essential the commitments of its subsidiary APRIL Group Vie conditions and characteristics of any agreements and Épargne in connection with the asset-liability guarantee commitments that we have been informed of or that given by APRIL Group Vie Épargne to Crédit Agricole we have become aware of in connection with our audit, Assurances when selling Axéria Vie. without making any judgment relative to their utility or legitimacy, or seeking to ascertain whether there are any Terms: To date, your company has not been called on in other agreements and commitments in place. relation to this commitment.
It is your responsibility, under the terms of Article With the company APRIL International R.225-31, to evaluate the benefits of concluding such Concerning: Mr. Bruno Rousset, Chairman and Chief agreements prior to their approval. Executive Officer of APRIL
As relevant, it is also our responsibility to provide you with Nature and purpose: On June 24th, 2010, the Board of the information required under Article R.225-31 of the Directors authorized your company to guarantee all the French commercial code relative to the implementation commitments of its subsidiary APRIL International with during the past year of any agreements and commitments the Crédit Lyonnais for a maximum of €4,635,888 and already approved by the General Meeting. during seven years.
We conducted our audit in accordance with the industry Terms: To date, your company has not been called on in standards defined by the Compagnie Nationale des relation to this commitment. Commissaires aux Comptes. These standards require that we perform procedures to verify that the information With the company APRIL Entreprise given to us is consistent with the underlying documents. Concerning: Mr. Bruno Rousset, Chairman and Chief Executive Officer of APRIL.
ANNUAL FINANCIAL REPORT 201 STATUTORY FINANCIAL STATEMENTS
1 – Nature and purpose: On June 24th, 2010, the Board Agreements and commitments approved during of Directors authorized your company to guarantee previous years which were not executed during the the commitments of its subsidiary APRIL Entreprise in past financial year connection with the commercial lease for the premises in Vaise, capped at six months’ rent, representing €184,465 We have also been informed of the continuance of the from July 1st, 2011, to reflect the increase in rent. following agreements and commitments, already appro- ved by the general meeting during previous years, which Terms: To date, your company has not been called on in were not implemented during the past financial year. relation to this commitment. With the company KERTES Conseil 2 – Nature and purpose: In 2005, the Board of Directors Concerning: Mr. Jean-Pierre Rousset, Vice-Chairman authorized your company to waive a €3,450,000 of the Board of Directors of APRIL. receivable on its subsidiary APRIL Entreprise, subject to a return-to-profit clause. Nature and purpose: On December 9th, 2010, the Board of Directors authorized your company to enter Terms: To date, your company has not recovered its into a service and advisory agreement with the company waiver. KERTES Conseil. This agreement came into effect on January 1st, 2011. With the company Kaelia Concerning: Mr. Bruno Rousset, Chairman and Chief Executive Officer of APRIL. Villeurbanne, March 18th, 2014 Nature and purpose: On December 8th, 2011, the Board of Directors authorized your company to enter into a service agreement with the company Kaelia, on behalf The statutory auditors of GIE ABDC (controlled by APRIL). This agreement came into effect on January 1st, 2012 for three years. Mazars Deloitte & Associés Terms: The fees for this support are estimated at €1,122,755 (incl. VAT) in 2013. Emmanuel Charnavel Dominique Valette
202 ANNUAL FINANCIAL REPORT APRIL L.225-209 of the French commercial code, duration of French limited company (société anonyme) with a the authorization, purpose, terms, maximum amount. Board of Directors with share capital of €16,361,654 Head office: Extraordinary resolutions 114 boulevard Marius Vivier Merle – 69003 LYON FRANCE RCS LYON 377 994 553 – Authorization to be granted to the Board of Directors to buy back the company’s own shares in accordance with Article L. 225-209 of the French commercial code, term of the authorization, maximum amount; Combined general shareholders meeting on april 24th, 2014 – Delegation of authority for the Board of Directors to increase the capital through the incorporation of reserves, profits and/or premiums, term of the delegation, capital increase maximum nominal amount, outcome of Draft agenda fractional shares;
– Delegation of authority for the Board of Directors to Ordinary resolutions issue new ordinary shares and/or marketable securities entitling access to the capital (of the company or a – Approval of the annual financial statements for the group company) and/or entitling to the allocation of year ended December 31st, 2013, approval of non-tax debt securities with preferential subscription rights deductible expenses; maintained, term of the delegation, capital increase maximum nominal amount, offering securities not – Approval of the consolidated financial statements for subscribed for to the public; the year ended December 31st, 2013; – Delegation of authority for the Board of Directors to – Allocation of earnings and setting of the amount of issue new ordinary shares and/or marketable securities dividends; entitling access to the capital (of the company or a group company) and/or entitling to the allocation of – Statutory auditors’ special report on regulated debt securities with preferential subscription rights agreements and commitments – Note of the absence of waived through a public offering and/or as payment any new convention; for securities contributed in connection with a public exchange offer, term of the delegation, capital increase – Reappointment of cabinet Mazars as incumbent maximum nominal amount, issue price, limiting the issue statutory auditor; to the amount of subscriptions collected or distributing securities not subscribed for; – Reappointment of Mr. Michel Barbet-Massin as deputy statutory auditor; – Delegation of authority for the Board of Directors to issue new ordinary shares and/or marketable securities – Reappointment of cabinet Deloitte & Associés as entitling access to the capital (of the company or a incumbent statutory auditor; group company) and/or entitling to the allocation of debt securities with preferential subscription rights waived – Reappointment of cabinet Beas as deputy statutory through an offering as set out in Section II of Article auditor; L. 411-2 of the French monetary and financial code, term of the delegation, capital increase maximum nominal – Reappointment of Mrs. Dominique Takizawa as a amount, issue price, limiting the issue to the amount director; of subscriptions collected or distributing securities not subscribed for; – Reappointment of Mrs. Chiara Corazza as a director; – Authorization to increase the amount of issues in the – Appointment of Mrs Rachael Hughes as a director; event of excess demand;
– Appointment of Evolem as a director in replacement of – Delegations of authority for the Board of Directors Mr. Jean-Pierre Rousset; to increase the share capital up to 10% with a view to covering contributions in kind of capital securities or – Setting of the amount of directors’ fees; marketable securities with an equity component, term of the delegation; – Consultation on the elements of remuneration due or awarded for the year ended December 31st, 2013 to – Delegation of authority for the Board of Directors to Mr. Bruno Rousset, Chairman and CEO; issue new ordinary shares and/or marketable securities entitling access to the capital (of the company or a – Authorization for the Board of Directors to buy back group company) and/or entitling to the allocation of debt the company’s own shares as provided for under Article securities with preferential subscription rights waived
ANNUAL FINANCIAL REPORT 203 STATUTORY FINANCIAL STATEMENTS
in favor of members of a company savings scheme in – Delegation of authority for the Board of Directors to accordance with Articles L. 3332-18 and following of freely award existing shares and/or shares to be issued the Labor Code, term of the delegation, capital increase to salaried staff and/or corporate officers from the maximum nominal amount, issue price, free allocation of company or related companies, waiver by shareholders shares pursuant to the provisions of Article L.3332-21 of of their preferential subscription rights, term of the the Labour Code; delegation, maximum amount, duration of the vesting periods notably in case of disability or holding; – Delegation of authority for the Board of Directors to award stock options and/or warrants to salaried staff – Powers for formalities. and/or corporate officers from the company or related companies, waiver by shareholders of their preferential subscription rights, term of the delegation, maximum amount, exercise price, maximum option maturity;
204 ANNUAL FINANCIAL REPORT Draft resolutions Third resolution – Appropriation of income and setting the amount of dividends Ordinary resolutions The General Meeting, as recommended by the Board of First resolution – Approval of the statutory financial Directors, decides to allocate income for the year ended statements for the year ended December 31st, 2013 – December 31st, 2013 as follows: approval of non-tax deductible expenses Source The General Meeting, having reviewed the Board – Profit for the year: €45,367,795.14 of Directors’ report, the Chairman of the Board of Directors’ report and the Statutory Auditors’ reports on Allocation the accounts for the year ended December 31st, 2013, – Other reserves: €24,915,727.64 hereby approves the annual financial statements as – Dividends: €20,452,067.50 presented with €45,367,795.14 in profit. The General Meeting acknowledges that the dividend The General Meeting also hereby approves the total per share is set at €0.50, with the total amount paid out amount of expenses and costs of €55,561, covered in this way eligible for the 40% rebate applicable under under Section 4 of Article 39 of the French general tax Article 158-3-2 of the general French tax code. code, as well as the corresponding tax. The ex-dividend date will be April 29th, 2014.
Second resolution – Approval of the consolidated This dividend will be paid out on May 5th, 2014. financial statements for the year ended December 31st, 2013 In the event of a change in the number of shares entitled to dividends compared with the 40,904,135 shares The General Meeting, having reviewed the Board comprising the capital at February 26th, 2014, the overall of Directors’ report, the Chairman’s report and the amount of dividends would be adjusted accordingly and Statutory Auditors’ report on the consolidated financial the amount allocated to retained earnings would be statements at December 31st, 2013 approves these determined based on the dividends effectively paid out. financial statements as presented, with €51,034,753.00 in profit (group share). In accordance with the provisions of Article 243 ii of the General French Tax Code, the Meeting acknowledges that it has been reminded of the dividends and other income paid out over the previous three years:
INCOME ELIGIBLE FOR THE REBATE INCOME NOT ELIGIBLE FISCAL YEAR DIVIDENDS OTHER INCOME PAID OUT FOR THE REBATE
€20,038,126.15* 2010 - - €0.49 per share
€20,043,026.15* 2011 - - €0.49 per share
€13,498,364.55* 2012 - - €0.33 per share * Factoring in the sums corresponding to dividends on shares held as treasury stock, not paid out and allocated to retained earnings.
Fourth resolution – Statutory auditors’ report on the end of this meeting, as an incumbent statutory regulated agreements and commitments – Note of auditor for a six-year period ending further to the the absence of any new convention Ordinary Annual General Meeting convened in 2020 to approve the financial statements for the year ending Having heard the special statutory auditors’ report on December 31st, 2019. regulated agreements and commitments stating no new agreement of the nature of those referred to in Articles Mazars, who has not audited in the last two years any L. 225-38 of the Commercial Code has been put in contribution or merger operation in the company and place, the General Meeting takes note altogether. the companies it controls within the meaning of Article L. 233-16 of the Commercial Code, has formally Fifth resolution – Reappointment of cabinet Mazars accepted its office. as incumbent statutory auditor
As recommended by the Board of Directors, the General Meeting reappoints Mazars, whose term expires at
RAPPORT FINANCIER ANNUEL 205 STATUTORY FINANCIAL STATEMENTS
Sixth resolution – Reappointment of Mr. Michel Eleventh resolution – Appointment of Mrs. Rachael Barbet-Massin as deputy statutory auditor Hughes as a director
As recommended by the Board of Directors, the General The General Meeting decides to appoint as a director Meeting reappoints Mr. Michel Barbet-Massin, whose Mrs. Rachael Hughes, residing at 42 quai Jean-Charles term expires at the end of this meeting, as a deputy Rey in Monaco, in addition to the members in office, for statutory auditor for a six-year period ending further to a three-year term of office, ending further to the Meeting the Ordinary Annual General Meeting convened in 2020 held in 2017 to approve the financial statements for the to approve the financial statements for the year ending past year. December 31st, 2019.
He has formally accepted his office. Twelfth resolution – Appointment of Evolem as a director, in replacement of Mr. Jean-Pierre Rousset
Seventh resolution – Reappointment of cabinet The General Meeting decides to appoint as a director Deloitte & Associés as incumbent statutory auditor Evolem, limited liability company, registered with the Trade and Companies Register in Lyon under number 405 381 088 As recommended by the Board of Directors, the General with its corporate office 6 quai Saint-Antoine - 69002 LYON, Meeting reappoints Deloitte & Associés, whose term in replacement of Mr. Jean-Pierre Rousset who resigned, expires at the end of this meeting, as an incumbent for a three-year term of office, ending further to the Meeting statutory auditor for a six-year period ending further to held in 2017 to approve the financial statements for the past the Ordinary Annual General Meeting convened in 2020 year. to approve the financial statements for the year ending December 31st, 2019. Thirteenth resolution – Amount of directors’ fees Deloitte & Associés, who has not audited in the last awarded to the Board of Directors two years any contribution or merger operation in the company and the companies it controls within the The General Meeting sets the total amount of directors’ meaning of Article L. 233-16 of the Commercial Code, fees awarded to the Board of Directors annually from has formally accepted its office. €200,750 down to €134,200.
This applies to the previous fiscal year and will be Eighth resolution – Reappointment of cabinet Beas maintained until further notice. as deputy statutory auditor
As recommended by the Board of Directors, the Fourteenth resolution – Consultation on the General Meeting reappoints cabinet BEAS, whose term elements of remuneration due or awarded for expires at the end of this meeting, as a deputy statutory the year ended December 31st, 2013 to Mr. Bruno auditor for a six-year period ending further to the Rousset, Chairman and CEO Ordinary Annual General Meeting convened in 2020 to approve the financial statements for the year ending In accordance with the recommendations of Article 24.3 December 31st, 2019. of the AFEP-MEDEF Code of corporate governance for listed companies dated June 2013, which the It has formally accepted its office. company refers to in compliance with Article L. 225-37 of the French Commercial Code, the General Meeting delivers a favourable opinion on the elements of Ninth resolution – Renewal of Mrs. Dominique remuneration due or awarded for the year ended Takizawa’s term of office as a director December 31st, 2013 to Mr. Bruno Rousset, Chairman and CEO, as presented in the 2013 financial report The General Meeting decides to reappoint Mrs. page 61. Dominique Takizawa as a director, for a three-year term of office, ending further to the Meeting held in 2017 to approve the financial statements for the past year. Fifteenth resolution – Authorization to be granted to the Board of Directors to buy back the company’s own shares in accordance with Article L. 225-209 of Tenth resolution - Renewal of Mrs. Chiara Corazza’s the French commercial code term of office as a director Having reviewed the Board of Directors’ report, the The General Meeting decides to reappoint Mrs. Chiara General Meeting authorizes the Board of Directors, for an Corazza as a director, for a three-year term of office, 18-month period, in accordance with Articles L. 225-209 ending further to the Meeting held in 2017 to approve the et seq of the French commercial code, to conduct one or financial statements for the past year. more transactions at the times that it deems necessary to purchase company shares up to a maximum of 5% of
206 ANNUAL FINANCIAL REPORT the share capital, adjusted as relevant in order to factor Extraordinary resolutions: in any capital increase or reduction operations that may be carried out during the course of the program. Sixteenth resolution – Authorization to be granted to the Board of Directors to cancel shares bought This authorization terminates the authorization granted back by the company as provided for under Article to the Board of Directors at the Ordinary General Meeting L. 225-209 of the French commercial code on April 18th, 2013 in its sixteenth ordinary resolution. The General Meeting, having reviewed the Board of Acquisitions may be made with a view to: Directors’ report and the Statutory Auditors’ report:
– Coordinating the secondary market or liquidity of the 1) Authorizes the Board of Directors to cancel, on APRIL share through an investment service provider its decisions alone and on one or more occasions for based on a liquidity agreement in line with the AMAFI up to 10% of the capital calculated on the day of the compliance charter approved by the AMF; cancellation decision, after deducting any shares cancelled over the previous 24 months, the shares – Keeping the shares purchased and issuing them again that the company holds or may hold further to buyback subsequently in exchange or as payment for external operations carried out in connection with Article growth operations; L. 225-209 of the French commercial code and to reduce the share capital accordingly in line with the legal and – Covering stock option plans and/or bonus share plans regulatory provisions in force; (or related plans) for the group’s employees and/or corporate officers, as well as any awards of shares in 2) Sets the term of the present authorization for a period connection with a company or group savings scheme of 24 months as of the date of the present general (or related scheme), the company profit-sharing system meeting, i.e. through to April 23rd, 2016; and/or all other forms of awarding shares to the group’s employees and/or corporate officers; 3) Gives full powers to the Board of Directors to perform the operations required for such cancellations and – Hedging any marketable securities entitling holders subsequent reductions in the share capital, to amend to the allocation of shares in the company within the the company bylaws accordingly and to perform all framework of the regulations in force; formalities.
– Canceling any shares acquired as relevant, subject to the authorization to be given by the present General Seventeenth resolution – Delegation of authority Shareholders’ Meeting in its sixteenth extraordinary for the Board of Directors to increase the capital resolution. through the incorporation of reserves, profits and/or premiums Such transactions to purchase shares may be carried out by any means, including the acquisition of blocks of The General Meeting, ruling under the quorum and securities, and at the times deemed necessary by the majority conditions required for ordinary general Board of Directors. meetings, having reviewed the Board of Directors’ report and in accordance with the provisions of Articles However, such transactions may not be carried out L. 225-129-2 and L. 225-130 of the French commercial during a public offering period. code:
The company does not intend to use option-based 1) Authorizes the Board of Directors to decide to mechanisms or derivatives. increase the share capital, on one or more occasions, at the times and under the conditions that it deems The maximum purchase price is set at €60 per share. relevant, by incorporating reserves, profits, premiums or In the case of an operation on the share capital, notably other sums which may be capitalized into the capital, by a stock split or consolidation or the free allocation of issuing and freely awarding shares or by increasing the shares, the aforementioned amount will be adjusted in par value of existing ordinary shares, or by combining the same proportions (investment multiplier equal to these two approaches; the ratio between the number of shares making up the capital before the transaction and the number of shares 2) Decides that, in the event of the Board of Directors after the transaction). using the present delegation, as provided for under Article L. 225-130 of the French commercial code, for The maximum amount of the operation is therefore set a capital increase based on a free allocation of shares, at €122,712,405. entitlements forming fractions of shares will not be able to be traded or transferred, and that the corresponding The General Meeting gives full powers to the Board capital securities will be sold; the sums resulting from of Directors to perform such operations, define the the sale will be awarded to the holders of the rights corresponding terms and conditions, enter into any within the regulatory timeframe applicable; agreements required and perform all formalities.
RAPPORT FINANCIER ANNUEL 207 STATUTORY FINANCIAL STATEMENTS
3) Sets the validity of this delegation for 26 months as of 2) Sets the validity of this delegation for 26 months as of the date of the present general meeting; the date of the present general meeting.
4) Decides that the amount of capital increases resulting 3) Decides to cap the amounts of any issues that may from issues carried out under this resolution may be carried out by the Board of Directors under this not exceed a nominal total of €10,000,000, not taking delegation of authority as follows: into consideration the amount needed to maintain, in accordance with French law, the rights of holders of – The total nominal amount of ordinary shares that may marketable securities entitling them to shares. be issued under the present delegation may not exceed €8,000,000. This cap is independent from all of the caps provided for under the other resolutions for this general meeting. – The cap set in this way does not include the total nominal value of any additional shares to be issued in 5) Gives the Board of Directors full powers to implement order to maintain, as provided for under French law and, this resolution and generally take any measures required as relevant, under contractual requirements providing and perform all the necessary formalities for successfully for other cases of adjustment, the rights of holders of completing each capital increase, acknowledging its marketable securities entitling them to access the capital. performance and amending the bylaws accordingly; – The nominal amount of marketable securities 6) Acknowledges that this delegation cancels and representing company debt that may be issued may not replaces as of this day and up to the amount of the exceed €150,000,000. portion not used, as relevant, any prior delegation with the same purpose. – The caps listed above are independent from all of the caps provided for under the other resolutions for this general meeting. Eighteenth resolution – Delegation of authority for the Board of Directors to increase the capital 4) In the event of the Board of Directors using the present through the issuing of ordinary shares and/or authorization in connection with issues as provided for marketable securities entitling access to capital under Section 1) above: and/or giving right to allocation of debt securities, with preferential subscription rights maintained a/ Decides that such issues will be reserved in preference for shareholders that will be able to subscribe as of right; The general meeting, having reviewed the Board of Directors’ report and the special statutory auditors’ b/ Decides that if subscriptions as of right, and as report and in accordance with the provisions of the relevant in excess of right, have not accounted for the French commercial code and more specifically Article entire issue, the Board of Directors will be able to use L 225-129-2: the following options:
1) Delegates to the Board of Directors its authorization – Limiting the issue to the amount of subscriptions to increase the capital, on one or more occasions, in collected, it being understood that in case of issuing the proportions and at the times that it deems relevant, ordinary shares or share-based securities, the amount through the issuing, either in euros or in foreign of the subscriptions should be at least ¾ of the issue currencies or in any other monetary units determined amount that has been decided for this limitation to be with reference to a selection of currencies: possible; – Freely distributing all or part of any securities not – Of ordinary shares; subscribed for, – Offering all or part of any securities not subscribed for – And/or marketable securities entitling holders to the public. immediately or in the future, at any time or on a given date, to ordinary shares in the Company through 5) Decides that the Board of Directors, within the limits the subscription, conversion, exchange, redemption, set out above, will have the powers required to notably presentation of a warrant or in any other way; set the conditions for the issue or issues, acknowledge the performance of any resulting capital increases, – And/or marketable securities giving right to allocation amend the bylaws accordingly, book, on its initiative of debt securities. alone, the costs for capital increases against the amount of the corresponding premiums, and deduct the sums In accordance with Article L. 228-93 of the French required to take the legal reserve up to one tenth of the commercial code, the marketable securities to be issued new capital after each increase against this amount, and may give access to ordinary shares in any company more generally do whatever is necessary in this respect. that directly or indirectly has more than a 50% stake in the Company’s capital or in which it directly or indirectly 6) Acknowledges that this delegation cancels and owns more than half of the capital. replaces any prior delegation with the same purpose.
208 ANNUAL FINANCIAL REPORT Nineteenth resolution – Delegation of authority for The nominal amount of debt securities that may be issued the Board of Directors to increase the capital through under this delegation may not exceed €150,000,000. the issuing of ordinary shares and/or marketable securities entitling access to capital and/or giving This amount is booked against the cap for marketable right to allocation of debt securities, with preferential securities issues set in the twentieth resolution. subscription rights waived, through a public offering 4) Decides to waive the preferential subscription right The general meeting, having reviewed the Board of for shareholders relative to ordinary shares and/ Directors’ report and the special statutory auditors’ or marketable securities entitling access to share report and in accordance with the provisions of the capital and/or debt securities covered by the present French commercial code and more specifically Article resolution, although the Board of Directors may grant L 225-136: shareholders a priority entitlement as provided for under French law. 1) Delegates to the Board of Directors its authorization to issue, on one or more occasions and in the proportions 5) Decides that the sum paid to or due to be paid to the and at the times that it deems relevant, on the French Company for each one of the ordinary shares issued market and/or internationally, through a public offering, under the present authorization, after factoring in, in the either in euros or in foreign currencies or in any other case of the issue of autonomous warrants, the issue price monetary units determined with reference to a selection of such warrants, will at least be equal to the minimum of currencies; required under the legal and regulatory provisions in force at the time when the Board of Directors implements – Ordinary shares; the delegation.
– And/or marketable securities entitling holders 6) Decides that, in the event of an issue of securities immediately or in the future, at any time or on a given as payment for securities contributed in connection date, to ordinary shares in the Company further to with a share-based public takeover bid, the Board of their subscription, conversion, exchange, redemption, Directors will have, under the conditions set in Article presentation of a warrant or in any other way; L. 225-148 of the French commercial code and within the abovementioned limits, the powers required to set – And/or marketable securities giving right to allocation the list of securities provided in exchange, to define the of debt securities. conditions for such issues as well as the exchange ratio and, as relevant, the amount of the cash balance to be Such securities may be issued in payment for securities paid, and lastly, to determine the terms of issue. contributed to the Company under a share-based public takeover bid on securities in accordance with the 7) Decides that if subscriptions have not accounted conditions of Article L 225-148 of the French commercial for the entire issue as listed in section 1), the Board of code. Directors will be able to use the following options:
In accordance with Article L. 228-93 of the French – Limiting the issue to the amount of subscriptions commercial code, the marketable securities to be issued collected, it being understood that in case of issuing may give access to ordinary shares in any company ordinary shares or share-based securities, the amount that directly or indirectly has more than a 50% stake in of the subscriptions should be at least ¾ of the issue the Company’s capital or in which it directly or indirectly amount that has been decided for this limitation to be owns more than half of the capital. possible;
2) Sets the validity of this delegation for 26 months as of – Freely distributing all or part of any securities not the date of the present general meeting; subscribed for.
3) The total nominal amount of ordinary shares that may 8) Decides that the Board of Directors, within the be issued under the present delegation may not exceed limits set out above, will have the powers required to €1,600,000; notably set the conditions for the issues, as relevant, acknowledge the performance of any resulting capital The cap set in this way does not include the total increases, amend the bylaws accordingly, book, on its nominal value of any additional shares to be issued in initiative alone, the costs for capital increases against order to maintain, as provided for under French law and, the amount of the corresponding premiums, and deduct as relevant, under contractual requirements providing the sums required to take the legal reserve up to one for other cases of adjustment, the rights of holders tenth of the new capital after each increase against this of marketable securities entitling them to access the amount, and more generally do whatever is necessary capital. in this respect;
This cap is independent from all of the caps provided for 9) Acknowledges that this delegation cancels and under the other resolutions for this general meeting. replaces any prior delegation with the same purpose.
RAPPORT FINANCIER ANNUEL 209 STATUTORY FINANCIAL STATEMENTS
Twentieth resolution – Delegation of authority for the 4) Decides to waive preferential subscription rights Board of Directors to increase the capital through for shareholders relative to ordinary shares and/or the issuing of ordinary shares and/or marketable marketable securities entitling access to share capital securities entitling access to capital and/or giving and/or debt securities covered by this resolution. right to allocation of debt securities, with preferential subscription rights waived, through an offer covered 5) Decides that the sum paid to or due to be paid to the under Section II of Article L.411-2 of the French Company for each one of the ordinary shares issued monetary and financial code under the present authorization, after factoring in, in the case of the issue of autonomous warrants, the issue price The general meeting, having reviewed the Board of of such warrants, will at least be equal to the minimum Directors’ report and the special statutory auditors’ required under the legal and regulatory provisions in report and in accordance with the provisions of the force at the time when the Board of Directors implements French commercial code and more specifically Article the delegation. L 225-136: 6) Decides that if subscriptions have not accounted 1) Delegates to the Board of Directors its authorization to for the entire issue as listed in section 1), the Board of issue, on one or more occasions and in the proportions Directors will be able to use the following options: and at the times that it deems relevant, on the French market and/or internationally, through an offer covered – Limiting the issue to the amount of subscriptions under Section II of Article L.411-2 of the French monetary collected, it being understood that in case of issuing and financial code, either in euros or in foreign currencies ordinary shares or share-based securities, the amount or in any other monetary units determined with reference of the subscriptions should be at least ¾ of the issue to a selection of currencies: amount that has been decided for this limitation to be possible; – ordinary shares; – Freely distributing all or part of any securities not – and/or marketable securities entitling holders subscribed for. immediately or in the future, at any time or on a given date, to ordinary shares in the Company further to 7) Decides that the Board of Directors, within the their subscription, conversion, exchange, redemption, limits set out above, will have the powers required to presentation of a warrant or in any other way; notably set the conditions for the issues, as relevant, – and/or marketable securities giving right to allocation acknowledge the performance of any resulting capital of debt securities. increases, amend the bylaws accordingly, book, on its initiative alone, the costs for capital increases against In accordance with Article L. 228-93 of the French the amount of the corresponding premiums, and deduct commercial code, the marketable securities to be issued the sums required to take the legal reserve up to one may give access to ordinary shares in any company tenth of the new capital after each increase against this that directly or indirectly has more than a 50% stake in amount, and more generally do whatever is necessary the Company’s capital or in which it directly or indirectly in this respect. owns more than half of the capital. 8) Acknowledges that this delegation cancels and 2) Sets the validity of this delegation for 26 months as of replaces any prior delegation with the same purpose. the date of the present general meeting;
3) The total nominal amount of ordinary shares that may Twenty-first resolution – Authorization to increase be issued under the present delegation may not exceed the amount of issues in the event of excess demand €5,000,000, in addition to being capped at 20% of the capital per year. For each one of the issues of ordinary shares or marketable securities entitling access to capital decided The cap set in this way does not include the total on in accordance with Resolutions 18 to 21, the number nominal value of any additional shares to be issued in of securities to be issued may be increased under the order to maintain, as provided for under French law and, conditions set out in Article L. 225-135-1 of the French as relevant, under contractual requirements providing commercial code and within the limits of the caps set for other cases of adjustment, the rights of holders of by the general meeting, when the Board of Directors marketable securities entitling them to access the capital. acknowledges any excess demand.
This cap is independent from all of the caps provided for under the other resolutions for this general meeting. Twenty-second resolution – Delegation of authority for the Board of Directors to increase the capital, The nominal amount of debt securities that may be issued for up to 10%, in return for contributions in kind under this delegation may not exceed €150,000,000. comprising securities or marketable securities entitling access to capital This amount is booked against the cap for debt securities set in the nineteenth resolution. The General Meeting, having reviewed the Board of
210 ANNUAL FINANCIAL REPORT Directors’ report and the statutory auditors’ report and one or several savings scheme of the company and/or of in accordance with Article L 225-147 of the French French or non-French related companies as per Article commercial code: L. 225-180 of the French commercial code);
1) Authorizes the Board of Directors, based on the report 2) Waives the preferential subscription right for such drawn up by the contributions auditor (commissaire people relative to shares that may be issued under this aux apports), to issue ordinary shares or marketable authorization; securities entitling holders to access ordinary shares with a view to paying for any contributions in kind made 3) Sets the validity of the present authorization for to the company and comprising capital securities or a period of 26 months as of the date of this general marketable securities entitling holders to access the meeting; capital when the provisions of Article L. 225-148 of the French commercial code do not apply. 4) Caps the maximum nominal amount of increases that may be carried out under this authorization at 2) Sets the validity of this delegation for 26 months as of €500,000, with this amount independent from any other the date of the present general meeting. cap provided for under delegations relating to capital increases. The cap set in this way does not include 3) Decides that the total nominal amount of ordinary the total nominal value of any additional shares to be shares that may be issued under the present delegation issued in order to maintain, as provided for under French may not exceed 10% of the share capital on the day of law and, as relevant, under contractual requirements the present general meeting. The cap set in this way providing for other cases of adjustment, the rights of does not include the total nominal value of any additional holders of marketable securities entitling them to access shares to be issued in order to maintain, as provided for the capital; under French law and, as relevant, under contractual requirements providing for other cases of adjustment, the 5) Decides that the price of shares to be issued under rights of holders of marketable securities entitling them Section 1 of the present delegation may be no more than to access the capital. This amount is independent from 20% lower (or 30% when the lock-in period provided for any other cap provided for under delegations relating to under Articles L. 3332-25 and L. 3332-26 of the French capital increases. labor code is greater than or equal to 10 years) than the average opening share price on the 20 trading days 4) Delegates full powers to the Board of Directors to preceding the Board of Directors’ decision relative to the approve the valuation of any contributions, decide on the capital increase and the corresponding share issue, nor resulting capital increase, acknowledge its performance, higher than this average; book, as relevant, all of the costs and duties incurred by the capital increase against the contribution premium, 6) Pursuant to the provisions of Article L.3332-21 of the deduct the sums required to take the legal reserve up to Labour Code, decides that the Board of Directors may one tenth of the new capital after each increase against provide for the free allocation to the beneficiary defined the contribution premium, amend the bylaws accordingly, under Section 1 of the present delegation, of shares and do whatever is necessary in this respect. issued or to be issued or other securities giving access to the capital, issued or to be issued, of the Company 5) Acknowledges that this delegation cancels and under (i) the employer contribution that could be paid replaces any prior delegation with the same purpose. under the regulations of company or group savings schemes and / or, (ii) where applicable, as a discoun;
Twenty-third resolution – Delegation of authority 7) Acknowledges that this delegation cancels and for the Board of Directors to increase the capital replaces any prior delegation with the same purpose. through the issue of shares or marketable securi- ties entitling access to capital, with subscription The Board of Directors may or may not implement the preferential rights waived, reserved for members present authorization, take any measures necessary of a company savings scheme in accordance with and perform all the formalities required. Articles L. 3332-18 et seq of the French labor code
The General Meeting, having reviewed the Board of Twenty-fourth resolution – Authorization for the Directors’ report and the special statutory auditors’ Board of Directors to award stock options and/or report, pursuant to Articles L. 225-129-6 and L. 225-138-1 warrants to employees (and/or certain corporate of the French commercial code and L. 3332-18 et seq of officers) the French labor code: The General Meeting, having reviewed the Board of 1) Authorizes the Board of Directors, if it deems it Directors’ report and the special Statutory Auditors’ relevant, on its decisions alone, to increase the share report: capital on one or more occasions through the issuing of ordinary shares or marketable securities entitling access 1) Authorizes the Board of Directors, in accordance to the company’s capital, reserved for the members of with the provisions of Articles L 225-177 to L.225-185 of
RAPPORT FINANCIER ANNUEL 211 STATUTORY FINANCIAL STATEMENTS
the French commercial code, to grant the beneficiaries – Setting the conditions under which options will mentioned below, on one or more occasions, options be awarded and determining the list or categories entitling them to subscribe for new company shares to of beneficiaries as provided for above; as relevant, be issued relative to a capital increase or to purchase setting the seniority conditions required for such existing company shares resulting from buybacks carried beneficiaries; setting the conditions under which the out by the company under the conditions provided for price and number of shares will need to be adjusted, under French law; notably as provided for under Articles R.225-137 to R. 225-142 of the French commercial code; 2) Sets the validity of the present authorization for a period of 38 months as of the date of this General – Setting the exercise periods for options granted in this Meeting; way, it being understood that the term of options may not exceed a period of eight years as of their allocation date; 3) Decides that the beneficiaries for such options may only be: – Providing for the option to temporarily suspend the exercising of options for up to three months in the event – On the one hand, employees, certain members of staff of financial transactions involving the exercising of any or certain categories of staff from APRIL or, as relevant, rights associated with the shares; any companies or economic interest groups that are related to it as per Article L.225-180 of the French – Performing or calling on third parties to perform all commercial code; formalities and do whatever is necessary to make the – On the other hand, corporate officers fulfilling the capital increases that may be carried out as authorized conditions set out under Article L.225-185 of the French under this resolution definitive; amending the bylaws commercial code. accordingly and generally doing whatever is necessary;
4) The total number of options that may be awarded by – On its decisions alone, and if it deems it relevant, the Board of Directors under this delegation may not booking the costs for share capital increases against entitle holders to subscribe for or purchase a number of the amount of premiums relating to such increases and shares exceeding 5% of the existing share capital on the deducting the sums required to take the legal reserve day of the first allocation, being specified that within this up to one tenth of the new capital after each increase limit the total number of options that may be awarded against this amount. to the company’s corporate officers may not entitle to subscribe for or purchase a number of shares exceeding 9) Acknowledges that this authorization cancels and 3% of the share capital; replaces any prior authorization with the same purpose.
5) Decides that the share subscription and/or purchase price for beneficiaries will be set the day on which the Twenty-fifth resolution – Authorization for the Board options are awarded by the Board of Directors and will of Directors to freely award shares to employees correspond to 100% of the average listed share price (and/or certain corporate officers) over the 20 trading days prior to the day on which the option is awarded; The General Meeting, having reviewed the Board of Directors’ report and the special Statutory Auditors’ 6) Decides that no options may be awarded: report, authorizes the Board of Directors to allocate ordinary company shares, existing or to be issued, on – 10 trading days before and after the date on which the one or more occasions, in accordance with Articles consolidated financial statements are published; L.225-197-1 and L.225-197-2 of the French commercial – Within the period between the date when the company’s code, to: corporate bodies become aware of any information that, if it was made public, could have a significant impact on – Salaried members of staff from the company or the price for the company’s securities, and 10 trading companies that are related directly or indirectly to it as days after the date on which such information is made per Article L.225-197-2 of the French commercial code; public; – Within 20 trading days of payment of a coupon on – And/or corporate officers fulfilling the conditions set the shares entitling holders to a dividend or a capital out under Article L.225-197-1 of the French commercial increase. code.
7) Acknowledges that under this authorization, The total number of shares freely awarded in this way beneficiaries of stock warrants expressly waive their may not exceed 5% of the share capital on the date of preferential subscription right for shares that will be the Board of Directors’ decision for their allocation, being issued as options are exercised; specified that within this limit the total number of shares that may be awarded to the company’s corporate officers 8) Delegates full powers to the Board of Directors to set may not exceed 3% of the share capital. the other terms and conditions for the allocation and exercising of options, and more specifically: Shares will be definitively awarded to beneficiaries at
212 ANNUAL FINANCIAL REPORT the end of a vesting period to be set by the Board of blocked reserve account as required for freeing up the Directors, for a minimum of two years, with beneficiaries new shares to be awarded; required to retain such shares for a period set by the Board of Directors, it being understood that the lock-in – When necessary, decide on the capital increase(s) period may be no less than two years from the definitive through the incorporation of reserves, premiums or allocation of the said shares. profits, in conjunction with the issuing of new shares awarded freely; However, the General Meeting authorizes the Board of Directors, provided that the vesting period for all or part – Acquiring the shares required in connection with the of one or more allocations is at least four years, to not share buyback program and transferring them over to set any lock-in period for the shares in question. the allocation scheme;
On an exceptional basis, the allocation will become – Take all useful measures to ensure compliance with definitive before the end of the vesting period in the event the holding requirement for beneficiaries; of the beneficiary’s disability in accordance with the second or third categories set out in Article L.341-4 of the – And generally doing whatever is necessary for French social security code (Code de la Sécurité Sociale). the implementation of the present authorization in accordance with the regulations in force. Full powers are granted to the Board of Directors to: Under this authorization, shareholders expressly waive – Set the conditions and, as relevant, the criteria for their preferential subscription right to any new shares awarding shares; issued through the incorporation of reserves, premiums and profits. – Determine the identity of beneficiaries and the number of shares awarded to each one of them; It is given for a period of 38 months as of the date of this Meeting. – Determine the impacts on beneficiaries’ rights of operations modifying the capital or likely to influence It supersedes any prior authorization with the same the value of shares awarded and carried out during purpose. the vesting and lock-in periods, and, as a result and if necessary, modifying or adjusting the number of shares awarded to safeguard the rights of beneficiaries; Twenty-sixth resolution – Formalities
As relevant: The General Meeting grants full powers to the bearer of a copy of or extract from the minutes for the present – Acknowledge the existence of sufficient reserves and, meeting to perform all the filings and formalities required at the time of each allocation, transfer the sums to a under French law.
ANNUAL FINANCIAL REPORT 213 PART 5 APPENDIX APPENDIX
APRIL French limited company (société anonyme) with a – Maximum program amount: €122,712,405. Board of Directors with share capital of €16,361,654 Head office: – Buyback conditions: shares may be purchased, sold 114 boulevard Marius Vivier Merle – 69003 LYON FRANCE or transferred by any means, on the market or over-the- RCS LYON 377 994 553 counter, including transactions on blocks of securities, it being understood that the resolution put forward for approval by the shareholders does not limit the portion of the program that may be carried out by acquiring blocks Description of the share buyback program of securities.
Such transactions may not be carried out during a public In accordance with the provisions of Article 241-2 of the offering. AMF’s general regulations and European Regulation 2273/2003 of December 22nd, 2003, this description is intended to present the objectives and conditions of the – Objectives: program for the company to buy back its own shares. This program will be submitted for approval at the – Coordinating the secondary market or liquidity for General Meeting on April 24th, 2014. The notice for this APRIL’s share through an investment service provider meeting (including the agenda and draft resolutions) under a liquidity agreement in accordance with the was published in the French official gazette (BALO) on AMAFI compliance charter approved by the AMF; March 17th, 2014 and the invitation to attend will be – Keeping any shares purchased and issuing them again published in the French official gazette (BALO) on subsequently in exchange or as payment for external April 4th, 2014 as well as in the legal publication Le Tout growth operations; Lyon magazine on April 5th, 2014. – Covering stock-option and/or bonus shares (or similar) schemes to the benefit of the group’s employees and/ 1) Breakdown by objective of capital securities held or corporate officers as well as any share allocation in on February 28th, 2014: connection with a company or group savings scheme (or similar) as provided for under company profit-sharing Number of securities held directly and indirectly: 370,626, systems and/or other forms of allocating shares to the representing 0.91% of the company’s capital. group’s employees and/or corporate officers; – Covering marketable securities entitling holders to the Number of securities held, with a breakdown for each allocation of company shares in line with the regulations objective: in force; – Canceling any shares acquired, subject to the – Market-making under a liquidity agreement: 77,426; authorization to be granted at the general shareholders’ – External growth operations: 301,253; meeting on April 24th, 2014 in the sixteenth extraordinary – Coverage of stock options or other employee resolution. shareholding systems: None; – Coverage of marketable securities entitling holders to – Program term: the allocation of shares: None; – Cancellation: None. – 18 months as of the General Meeting on April 24th, 2014, i.e. through to October 23rd, 2015. 2) New share buyback program The present publication is available on the company’s – Program authorized: General Meeting on April 24th, website (www.april.com / finance section). 2014. – Securities concerned: ordinary shares.
– Maximum percentage of the capital that may be bought back: 5% of the capital (i.e. 2,045,206 shares on this day), it being understood that this cap is determined on the date of the buybacks in order to factor in any capital increase or reduction operations that may be carried out For further information: for the duration of the program. The number of shares taken into account for calculating this cap corresponds to the number of shares purchased, after deducting the Marc Le Doze number of shares sold on again for the duration of the APRIL Chief Financial Officer program in connection with the liquidity objective. Tel: +33 (0)4 72 36 18 85 Moreover, it is stated that the company may never hold more than 10% of its capital.
– Maximum purchase price: €60 per share. Lyon, February 26th, 2014
216 ANNUAL FINANCIAL REPORT Index of headings
For the convenience of readers of this financial report, the following index has been provided to facilitate the identification of the main disclosures required by Commission Regulation (EC) 809/2004 of April 29th, 2004, implementing the European Parliament and Council Directive 2003/71/EC.
The following index is based on headings provided in Appendix I of the European Directive.
Financial report INFORMATION § Pages
1. PERSONS RESPONSIBLE 1.1 Persons responsible for the information 1.1.4 7 1.2 Corresponding statement 1.1.2 6
2. STATUTORY AUDITORS
2.1 Contact 1.1.3 7
3. SELECTED FINANCIAL INFORMATION 3.1 Historical financial information 1.3.1.3 22
4. RISK FACTORS 1.3.5 25 to 32
5. INFORMATION ON THE ISSUER
5.1 Company history and development 1.3.1 16 to 20
5.2. Investments 1.3.3 22 to 25
6. OVERVIEW OF ACTIVITIES 6.1 Main activities and main markets 1.3.1.2 21-22
7. STRUCTURE 1.3.3 23
8. PROPERTY, PLANT AND EQUIPMENTS
8.1 Major existing or planned tangible fixed assets N/A N/A 8.2 Environmental impact of the use of such fixed assets
9. REVIEW OF THE FINANCIAL POSITION AND CONSOLIDATED EARNINGS 9.1 Financial position Consolidated balance sheet 103-104 Statement of change in shareholders’ equity 106 9.2 Operating income Consolidated income statement 102 9.3 Segment reporting Management report 48 1.3.1.4 22 3.4 125 to 129
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ANNUAL FINANCIAL REPORT 217 APPENDIX
Financial report INFORMATION § Pages
10. CASH FLOW AND CAPITAL
10.1 Capital Statement of change in shareholders’ equity 106 10.2 Financial liabilities 3.6.11 145-146 10.3 Cash-flow – statement and references Cash-flow statement 105 3.7 148
11. R&D, PATENTS AND LICENCES 1.3.2 22
12. TRENDS 2.1.1-2.1.2 48 to 50
13. EARNINGS FORECASTS OR ESTIMATES N/A N/A
14. ADMINISTRATIVE, MANAGEMENT, SUPERVISORY AND EXECUTIVE BODIES 14.1 Information on members of the company’s administrative and management bodies 1.5.1.1 38 to 40 14.2 Conflicts of interest relative to administrative, management supervisory and executive bodies 1.5.1.3 41-42
15. COMPENSATION AND BENEFITS 2.1.12 61 to 70
16. ADMINISTRATIVE AND MANAGEMENT BODY OPERATIONS Chairman of the Board of Directors’ report 81 to 94
17. EMPLOYEES 2.1.8 51 to 60
18. MAIN SHAREHOLDERS 1.2.3 14
19. OPERATION WITH AFFILIATED PARTIES 19.1 Notes to the consolidated financial statementss 3.8 149 19.2 Statutory auditor’s special report on regulated agreements and commitments 201-202
20. FINANCIAL INFORMATION CONCERNING THE COMPANY’S ASSETS, LIABILITIES, FINANCIAL POSITION AND EARNINGS Table of contents – footnote 4 20.1 Historical financial informations 20.2 Pro forma financials N/A N/A 20.3 Financial statements – statutory financial statements 4.0 168 to 170 20.4 Verification of annual historical financial information Table of contents – footnote 4 20.5 Dates of latest financial information available Table of contents – footnote 4 20.6 Dividend payments and distribution policies 20.8 Arbitration and legal proceedings N/A N/A 20.9 Significant changes in the financial position or commercial situation 1.2.5 15 1.3.5.3 31-32 1.4.1 33
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218 ANNUAL FINANCIAL REPORT Financial report INFORMATION § Pages
21. ADDITIONAL INFORMATION 21.1 Share capital 1.2.2.2 11 21.2 Notes to the statutory financial statements Part 4 168 to 213 21.3 Certificates of incorporation and bylaws 1.2.1 8 to 10
22. SIGNIFICANT CONTRACTS N/A N/A
23. INFORMATION FROM THIRD PARTIES, STATEMENTS BY EXPERTS N/A N/A AND DECLARATIONS OF INTERESTS
24. PUBLIC DOCUMENTS 24.1 Issuer website: www.april.com (finance section) 1.1.5 7 24.2 AMF website: www.amf-france.org Table of contents – footnote 4
25. INFORMATION ON EQUITY INTERESTS 25.1 Basis for consolidation (notes to the consolidated financial statements) 3.3 120 to 124 25.2 Equity interest (notes to the statutory financial statements) 4.1.3 172 25.3 Description of key investments 1.3.3.1 24-25
ANNUAL FINANCIAL REPORT 219 355 (www.orias.fr) (www.orias.fr) 355 019 07 number under ORIAS with registered intermediary –Insurance 553 LYON 994 RCS 377 FRANCE – LYON 69003 – Merle Vivier Marius boulevard 114 office: Head €16,361,654 of capital share with Directors of aBoard with (SA) company limited French Changing www.april.com the imageofinsurance.
April 2014 – Design: Insign Communications
ANNUAL FINANCIAL REPORT / APRIL Registration Document / Year 2013