2006 Registration Document
Total Page:16
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financial report fiscal year 2006 SSTE008_DRF06GB_Livre1.indbTE008_DRF06GB_Livre1.indb Couv.ICouv.I 66/06/07/06/07 114:34:064:34:06 Contents 01 GROUP PRESENTATION 3.4 Statutory Auditor’s Report AND ACTIVITIES p. 5 on the annual financial statements p. 78 1.1 Historical Highlights p. 6 3.5 Statutory Auditors’ Report on related party agreements and commitments p. 80 1.2 The Group Governance System p. 7 3.6 Statutory Auditors p. 82 1.3 Markets - Positioning p. 10 1.4 Steria Group Core Businesses Investment and Innovation p. 11 1.5 Corporate Social Responsibility 04 (CSR) p. 13 CORPORATE GOVERNANCE 1.6 The Corporate Mission Statement AND INTERNAL CONTROL p. 83 and its Governance p. 14 4.1 Report by the Chairman 1.7 Human R esources: Commitment of the Supervisory Board p. 85 to Respect for our Employees p. 16 4.2 Statutory Auditors’ Report 1.8 Risks and Risk Management p. 19 on the Chairman’s Report p. 103 02 05 FINANCIAL YEAR 2006, RECENT DEVELOPMENTS GENERAL COMPANY AND OUTLOOK p. 25 INFORMATION CONCERNING GROUPE STERIA SCA 2.1 Overall Business of the Group p. 26 AND ITS CAPITAL p. 105 2.2 Groupe Steria SCA Business Activity p. 28 5.1 Corporate Legal Information p. 106 2.3 Subsidiaries and Investments p. 28 5.2 Information on the Corporate Capital p. 113 5.3 Groupe Steria SCA and the Stock Market p. 122 5.4 Person Responsible 03 for the Reference Document p. 126 FINANCIAL STATEMENTS OF GROUPE STERIA SCA p. 29 3.1 Consolidated Financial Statements for the year ended 31 December 2006 p. 30 06 Notes to the Consolidated Financial DOCUMENTS AVAILABLE Statements p. 34 TO THE PUBLIC p. 127 3.2 Statutory Auditors’ Report on the consolidated financial statements p. 60 3.3 Parent Company Financial Statements for the Year Ended 31 December 2006 p. 62 CROSS-REFERENCE TABLE p. 130 Notes to the Parent Company Financial Statements p. 66 SSTE008_DRF06GB_Livre1.indbTE008_DRF06GB_Livre1.indb Couv.IICouv.II 66/06/07/06/07 114:34:074:34:07 FISCAL YEAR 2006 Groupe Steria SCA Partnership limited by shares under French law, with a capital of €18,623,257 Head Office: 12, rue Paul-Dautier 78140 VÉLIZY-VILLACOUBLAY 344 110 655 RCS VERSAILLES The French Document de Référence (hereinafter the « Reference Document » or « Financial Report » for the purposes hereof) was filed with the Autorité des Marchés Financiers (the French financial markets authority, also referred to as the « AMF ») on 18/04/2007 under the number D.07-0355, pursuant to Article 212-13 of the AMF general regulations. It may be used to support any financial transaction if it is supplemented by a prospectus approved by the Autorité des Marchés Financiers. Pursuant to Article 28 of European Commission Regulation (EC) no. 809/2004, the following information is incorporated by reference in the Reference Document: ■ the activity report, the parent company financial statements, the statutory auditors’ report, the consolidated financial statements, the statutory auditors’ report on the consolidated financial statements and the statutory auditors’ report on agreements referred to in Article L. 226-10 of the Code de commerce (the French commercial code) and entered into by Groupe Steria SCA in fiscal year 2004 as presented on pages 29 to 102 (inclusive) of the Reference Document filed with the Autorité des Marchés Financiers on 11/05/2005 under the number D.05-671; ■ the activity report, parent company financial statements, the statutory auditors’ report, the consolidated financial statements, the statutory auditors’ report on the consolidated financial statements and the statutory auditors’ report on agreements referred to in Article L. 226-10 of the Code de commerce and entered into by Groupe Steria SCA in fiscal year 2005 as presented on pages 28 to 122 (inclusive) of the Reference Document filed with the Commission des Opérations de Bourse (the French securities and exchange commission) on 21/04/2004 under the number D.06-0310. No other information contained in the aforementioned Reference Documents is incorporated by reference in this Reference Document as irrelevant to or not covered by this Reference Document. The aforementioned Reference Documents may be consulted via the AMF website (www.amf-france.org) or via the issuer’s website (www.steria.com). This document is a free translation into English of the French Reference Document and is provided solely for the convenience of English speaking readers. Steria - Financial R eport 2006 7 1 SSTE008_DRF06GB_Livre1.indbTE008_DRF06GB_Livre1.indb 1 66/06/07/06/07 114:34:074:34:07 ❮ contents ❯ Consolidated Key Figures for the Last Three Financial Years 1 (in millions of euros) 2004 2005 2006 2 Revenue 983.2 1,174.9 1,262.0 Operating margin 40.7 65.5 89.6 3 % Revenue 4.1% 5.6% 7.1% Net earnings 29.9 38.5 54.9 4 % rev 3.0% 3.3% 4.3% 5 Net earnings (Group share) 30.0 38.3 54.3 % rev 3.1% 3.3% 4.3% 6 Net earnings per share 1.68 2.12 2.96 Average number of shares outstanding during the year 17,952,873 18,019,876 18,357,865 Average number of employees (FTE) 7,900 8,962 9,940 REVENUE IN MILLIONS OF EUROS OPERATING MARGIN IN MILLIONS OF EUROS 89.6 1,262 1,200 1,175 80 983 65.5 900 60 40.7 600 40 300 20 2004 2005 2006 2004 2005 2006 NB: Figures under IFRS since 2004. BREAKDOWN OF REVENUE BREAKDOWN OF REVENUE BREAKDOWN OF REVENUE BY COUNTRY IN 2006 BY CORE BUSINESS IN 2006 BY SECTOR OF ACTIVITY IN 2006 BeFrance: 42% Belux-Switzerland: 5% Consulting and System integration: 57% Public Sector: 38% Telecoms: 11% UK: 23% Spain: 4% Including TPAM*: 10% Managed Services: 43% Utilities Transport Finance: 24% Manufacturing: 27% Scandinavia: 9% Germany: 16% * Third Party Applications Maintenance 2 3 Financial R eport 2006 - Steria SSTE008_DRF06GB_Livre1.indbTE008_DRF06GB_Livre1.indb 2 66/06/07/06/07 114:34:074:34:07 ❮ contents ❯ Message from François Enaud, General Manager 1 2 In 2006, four years after the acquisition of the majority of the Bull/Integris core services activities in Europe and two years after that of Mummert Consulting in Germany, Steria has successfully transformed itself. The Group has cemented its position 3 as a strategic partner for large companies and European public authorities by offering them solutions that combine consulting 4 for their core business processes with creating and running their information systems. Steria singled out three key areas of activity through which to achieve this: size, focus and performance. 5 With more than 10,000 employees in 15 countries and a revenue of €1.262 billion, Steria has consolidated its position within 6 the ranks of Europe’s Top 10 IT services companies. More than 80% of the Group’s revenue is generated from major infrastructure and services companies, which means that Steria is focussed on markets with rapid change cycles and mounting IT costs: the public sector, banking and insurance, telecommunications, utilities and transport. 2006’s establishment of the industrial operations department, which is responsible for the Group’s IT and applications maintenance centres within the Global Delivery Unit, is a sign of Steria’s commitment to the performance of its processes, on which its ability to deliver industry level services, and therefore to offer its customers the best price-quality ratio, depends. The results achieved by the Group in 2006, both in terms of growth and profitability, confirm the pertinence of our strategy. Borne by the healthy economic climate in the Group’s three main geographical zones, which are each growing at a rate of around 10%, Steria achieved organic growth of 7.4%. This result is once again significantly higher than the market average. The Group’s operating margin, which now stands at 7.1% of revenue, increased in all countries and was one of the best performances in the sector. In 2006, Steria revised its governance model to support its new ambitions regarding growth and performance. On the occasion of the retirement of the founder from his position as General Partner and General Manager of the Group, the shareholders, both employees and public, approved changes to the A rticles of A ssociation that are intended to set up a model of governance unique in a listed company. The employee shareholders (the General Partner) will now have a say in the corporate project and in making strategic decisions, in constant communication with the General Manager and the supervisory board, which represents the Limited Partners. The two partners will challenge and oversee the General Manager, which will boost the independence of each individual stakeholder and guarantee healthy and efficient leadership for the company. This is a win-win model that provides for long-lasting performance and makes our company even more attractive. The employee shareholders are consulted on corporate strategy every step of the way, which develops their entrepreneurial spirit. The Group’s customers and external shareholders benefit in turn from the increased level of performance delivered by employees who are committed to their company’s future. François Enaud, General Manager, Groupe Steria SCA KEY FIGURES • MESSAGE FROM FRANÇOIS ENAUD, GENERAL MANAGER Steria - Financial R eport 2006 7 3 SSTE008_DRF06GB_Livre1.indbTE008_DRF06GB_Livre1.indb 3 66/06/07/06/07 114:34:104:34:10 ❮ contents ❯ 1 2 3 4 5 6 4 3 Financial R eport 2006 - Steria SSTE008_DRF06GB_Livre1.indbTE008_DRF06GB_Livre1.indb 4 66/06/07/06/07 114:34:104:34:10 01 CONTENTS 01 GROUP PRESENTATION AND ACTIVITIES 1.1 Historical Highlights p. 6 1.7 Human Resources: Commitment to Respect for our Employees p.