Registration Document 2016 Including the Annual Financial Report
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Fromageries Bel Fromageries Registration Document Registration including theAnnualFinancialReport 2016 SUMMARY Key information 2 4.3 Chairman’s Report on risk management procedures and internal control 89 4.4 Statutory Auditors’ report on the Report of 1 Presentation of the Activities 5 the Chairman of Fromageries Bel, 1.1 Presentation of the Group 6 prepared in accordance with Article L. 225-235 of the French Commercial 1.2 Market trends 11 Code 95 1.3 2016 markets and business 13 4.5 Related party transactions 96 1.4 Trends likely to affect production, sales and inventories in 2017 15 1.5 Property, plant and equipment 16 5 Financial and accounting information 99 2 Corporate Social Responsibility 19 5.1 Historical financial information 100 5.2 Pro forma financial information 100 5.3 Review of financial position and results 101 2.1 Overall approach and development 20 5.4 Cash and cash equivalents and capital 2.2 Ethical business conduct 21 sources 102 2.3 Access to the benefits of dairy products 26 5.5 Financial statements 104 2.4 Sustainable dairy production 29 5.6 Auditing of annual financial information 183 2.5 Sustainable packaging 31 5.7 Date of latest financial information 184 2.6 Retaining employees and attracting talent 33 5.8 Financial information for interim and other 2.7 Reducing the environmental footprint 41 periods 184 2.8 Note on methodology 47 5.9 Dividend policy 184 2.9 Statutory Auditors’ Reasonable Assurance 5.10 Legal and arbitration proceedings 184 Report on a selection of consolidated 5.11 Significant change in the issuer’s financial employee-related and environmental or trading position 185 information included in the Management Report 49 2.10 Statutory Auditors' report, appointed as independent third party, on the 6 Shareholding and share transactions 187 consolidated employee-related, 6.1 Shareholding and share capital 188 environmental and corporate information included in the Management Report 51 6.2 Share transactions 193 Appendix: Summary of environmental data 53 7 Combined General Meeting 197 of May 11, 2017 3 Risk factors and insurance 55 7.1 Agenda 198 7.2 Text of the draft resolutions 199 3.1 General risk management policy 56 3.2 Risks relating to the external environment 57 3.3 Risks intrinsic to the Group’s business 59 8 Additional information 203 3.4 Financial Risks 62 8.1 Person responsible for the Registration Document and the Annual Financial Report 204 4 Corporate governance 65 8.2 Information about the Company 205 8.3 Information on subsidiaries and interests 206 4.1 Governance principles 66 8.4 Material contracts 209 4.2 Compensation and benefits 84 8.5 Publicly available documents 209 8.6 Cross-reference tables 210 Fromageries Bel A French limited company (société anonyme) with share capital of €10,308,502.50 Head office: 2 allée de Longchamp, 92150 Suresnes SIREN No. 542 088 067 – Nanterre Trade and Companies Register Registration document 2016 including the Annual Financial Report The original French version of this translated Registration Document was filed with the Autorité des marchés financiers (AMF) on March 20, 2017, in accordance with article 212-13 of the AMF General Regulations. It may be used in support of a financial transaction provided that it is accompanied by an Information Memorandum approved by the Autorité des marchés financiers. This Registration Document was prepared by the issuer and its signatories are liable for its content. This report serves as the Registration Document of the The cross-reference tables between the paragraphs of company Fromageries Bel, filed thereunder with the the Registration Document (Annex I to EU Regulation Autorité des marchés financiers pursuant to No. 804/2004) and those of the Financial Report article 212-13 of the AMF General Regulations, provided for in article L. 451-1-2 of the French Monetary including: and Financial Code, as well as those of the Management ❍ the Annual Financial Report issued pursuant to Report provided for in articles L. 225-100 et seq. and article L. 451-1-2-1 I and II of the French Monetary articles L. 225-102-1 et seq. of the French Commercial and Financial Code; Code (according to the “Grenelle II” law of July 2010, as amended by the “Warsmann” law of March 2012) are ❍ Fromageries Bel’s Management Report approved by contained in chapter 8. the Board of Directors pursuant to articles L. 225-100 et seq. and articles L. 225-102-1 et seq. of the French For the purposes of this report (hereinafter the Commercial Code (according to the “Grenelle II” law of “Registration Document”), unless otherwise stated, the July 2010, as amended by the “Warsmann” law of terms “Fromageries Bel” or “the Company” refer to the March 2012); and Fromageries Bel company and the terms “Group” or “Bel Group” refer to the Fromageries Bel company and its ❍ the Chairman’s Report on conditions for the consolidated subsidiaries. preparation and organization of the work of the Board of Directors, on internal control and risk management procedures issued pursuant to article L. 225-37 of the French Commercial Code. Fromageries Bel Registration document 2016 1 KEY INFORMATION Key information SHARING SMILES THROUGH UNIQUE EXPERIENCES OF DAIRY GOODNESS Dare, Care, Commit 3 underpin the work of the Group’s 12,000 employees worldwide 18 billion 88% 70% +25 Member portions sold in nearly of volumes of sales are international of the Global Compact 130 countries, i.e. manufactured at GFSI* represented by core and local brands since 2003 – 60% of sales certified sites brands GC Advanced COP level since 2013 * Global Food Safety Initiative, quality and food safety standardss. Breakdown of 2016 sales € 1,560 M 809€ € Europe MiddleM East, 567M 53% Greater Africa Americas, 28% Asia-Pacific 19% 2 Fromageries Bel Registration document 2016 KEY INFORMATION €2,936 €298 10.1 €213 €2,355 -€360 M M % M M M Sales Operating Operating Net profit – Total capital Increase (decrease) income margin Group share invested in cash and cash equivalents Other financial and accounting information, as well as the detailed financial statements, can be found in chapter 5 and in the table on the following page. Continual improvements since 2008 in Committed to sustainable dairy production, reducing the environmental footprint of access to the goodness of milk and responsible packaging management: Nearly 2 billion liters of milk* -37.9 % -11.8 % collected from over 2,700 milk producers* greenhouse gas electricity located near our plants emissions* consumption* WWF partner since 2012 to reduce the environmental impact of dairy production 100% of soy* and PKE used in the feed of the dairy cows that produce milk for Bel are covered by the purchase of RTRS and RSPO certificates** -32.6 % -41.3 % 23 recipes formulated* to reduce the number of additives in Bel products water oil and gas consumption* products consumptions* Target of 0% deforestation by 2025 * In 2016. * Per metric ton of cheese produced ** R TRS: Round Table on Responsible Soy. RSPO: Round Table on Sustainable Palm Oil. Sharing the value created 3,600 7,300** Close to 12,000 suppliers of dairy other employees raw materials suppliers Amortization and provisions -94 and packaging Net operating profit +298 Investment capacity -1,140 -871 -533 39% 30% 18% Purchasing Other purchasing Payroll Self-financing after dividends +232 5,600 Sales 8% +2,936 retailers 100% Taxes Dividends Bank charges External +339 -80 -65 -15 funding sources 3% 2% 0,5% Balance 26 1,600 30 Operating Financial Change Governments Shareholders Financial in cash investments* investments institutions position * Industrial investments, IT systems and business growth (change in working capital requirement). -157* -774 -360 ** With annual revenue exceeding €10 thousand. 5% 26% Fromageries Bel Registration document 2016 3 KEY INFORMATION ❙ (*) Selected fi nancial information (in millions of euros) 2016 2015 Variation (en %) SALES Gross margin 992 Gross margin (as a % of sales) OPERATING INCOME 298 272 Of which: current operating income 327 293 other non-recurring income and expenses (29) (21) OPERATING MARGIN (as a % of sales) NET PROFIT 217 188 Of which: Group share 213 184 non-controlling interests 4 4 diluted per share (in euros) 31,4 27,2 TOTAL CAPITAL INVESTED Of which: equity, Group share non-controlling interests 90 27 net financial debt 688 (21) Cash flow From operating activities 289 326 From investing activities (906) (142) From financing activities 257 (5) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (360) 179 (*) Other financial and accounting information, as well as the detailed financial statements, can be found in chapter 5. 4 Fromageries Bel Registration document 2016 1 Presentation of the Activities 1.1Presentation of the Group 6 1.32016 markets and business 13 1.1.1 Group profile 6 1.1.2 The Group’s commitment to sustainable 1.4 Trends likely to affect production, growth 6 sales and inventories in 2017 15 1.1.3 Background 6 1.1.4 Strategy 8 1.5Property, plant and equipment 16 1.1.5 Bel and its business ecosystem 9 1.5.1 Industrial presence 16 1.1.6 Industrial property rights 11 1.5.2 Investments 17 1.1.7 Competitive position 11 1.2Market trends 11 Fromageries Bel Registration document 2016 5 1 PRESENTATION OF THE ACTIVITIES Presentation of the Group 1.1 Presentation of the Group 1.1.1 Group profile Bel is an international family-owned business led by the fifth With a portfolio of over 25 international and local brands sold in generation of family managers. Its business model has close to 130 countries, Bel is continually adapting to the traditionally focused on cheese and the Group is a global leader diversity of eating habits around the world.