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Dcns. a World Leader in Naval Defence. an Innovative Player in Energy

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Dcns. a World Leader in Naval Defence. an Innovative Player in Energy DCNS. A WORLD LEADER IN NAVAL DEFENCE. AN INNOVATIVE PLAYER IN ENERGY. FINANCIAL REPORT !"#$ Ladies and Gentlemen, We have called this Annual General Meeting of Shareholders in accordance with the provisions of the law and our company’s articles of association to report on business in the course of the financial year ended December 31, 2014 and to submit for approval the company’s annual and consolidated financial statements. At the meeting, the report of the Chairman of the Board of Directors, the general report of the company’s Statutory Auditors for the fi nancial year ended December 31, 2014 and the Statutory Auditors’ report on the consolidated fi nancial statements will be presented to you. The required notices of the meeting have been duly sent to you. The Statutory Auditors’ reports, the management report, the company’s annual financial statements, the consolidated financial statements and all the related documents required under applicable laws and regulations have been made available to you at the company’s registered offi ce in accordance with all legal requirements and within the required timeframes to allow you to familiarise yourselves with their content. The financial statements presented to you have been drawn up in accordance with International Financial Reporting Standards (IFRS) as adopted in the European Union, and with the principles of prudence and fairness. Hervé Guillou Chairman & Chief Executive Offi cer DCNS Annual Report !"# ! MANAGEMENT REPORT ! I. Presentation of the Group and DCNS’s position during the year 5 II. Post-balance sheet event 19 CONSOLIDATED FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT "# I. Comprehensive income 21 II. Consolidated balance sheet 22 III. Consolidated equity 24 IV. Consolidated cash fl ow statement 25 V. Notes 27 VI. Statutory Auditors’ report on the consolidated fi nancial statements 63 FINANCIAL STATEMENTS OF DCNS SA $! I. Income statement 65 II. Balance sheet 66 III. Cash fl ow statement 68 OTHER INFORMATION $% I. Information about the company 69 II. Administration and control 72 III. Corporate social responsibility 84 IV. The three pillars of CSR 86 V. Independent verifi er’s report on social, environmental and societal information presented in the fi nancial report 108 VI. Draft resolutions presented to the Annual General Meeting of Shareholders of May 6, 2015 110 All amounts are in millions of euros, unless stated otherwise. " DCNS Annual Report !"# M&'&()*)'+ ,)-.,+ I. PRESENTATION OF THE GROUP AND DCNS’ POSITION DURING THE YEAR /01 I. 0. PRESENTATION OF THE DCNS GROUP I. 1.1 Ownership and governance Governance of the company means the system formed by the totality of rules, behaviours and institutions that determine the manner in which the company is managed, administered DCNS SA is a société anonyme (public limited company) and controlled. The governance of DCNS is structured under French law. As at December 31, 2014, 62.49% of its around a General Management team whose membership is capital was held by the French State, 35% by Thales, and limited to three, which manages its operational activities. 1.83% by current and former members of staff through the Actions DCNS employee mutual fund, the remaining General Management 0.68% being made up of treasury shares held by DCNS Actionnariat. In accordance with the resolution passed by the company’s Board of Directors on June 2, 2003, executive control of During 2014, DCNS Actionnariat (a 100% subsidiary of the the company’s General Management is assumed by the Group) purchased 158,813 shares in DCNS SA in accordance Chairman of the Board of Directors, who consequently bears with the share buyback guarantee granted to employees in the title of Chairman and Chief Executive Offi cer. connection with the initial employee share offer. The General Management of DCNS comprises the following As at December 31, 2014, the Group thus held persons in 2015: 384,418 treasury shares in relation to that initial offer. • Mr Hervé Guillou, Chairman and CEO; Up until December 19, 2014, the composition of, appoint- ment to and rules of procedure of the company’s Board of • Ms Marie-Pierre de Bailliencourt, Deputy CEO in charge Directors were governed simultaneously by the provisions of of development; the French Commercial Code (Code de commerce) pertaining • Mr Frank Le Rebeller, Deputy CEO in charge of finance to sociétés anonymes , by the provisions of law no. 83-675 and legal. of July 26, 1983 concerning the democratisation of the Furthermore, the General Management is supported by an public-sector (the “Democratisation Act”) that are applicable Executive Committee, which meets once a month as a forum to certain public-sector companies, and by the company’s in which to discuss, exchange views and reach agreement on articles of association and the bylaws of the Board itself. Group-wide matters. As of December 19, 2014, these matters ceased to be governed by the Democratisation Act. Since that date, the Composition and operation composition of, appointment to and rules of procedure of of the Board of Directors the company’s Board of Directors have been governed The Board of Directors deliberates on all major issues simultaneously by the provisions of the French Commercial concerning the strategic, economic, fi nancial and technical Code pertaining to sociétés anonymes , by the provisions of orientation of the company’s business. It upholds the inter- order no. 2014-948 of August 20, 2014 (the “Order”), and by ests of its principal stakeholders, that is, its shareholders, the company’s articles of association and the bylaws of the employees and customers. It comprises eighteen members. Board itself. A third of the Board is made up of employee representatives Governance elected by the workforce. Six directors are appointed by the shareholders in General Meeting and the remaining six are DCNS is subject to the provisions of the law of July 26, designated representatives of the French State, who are 1983 concerning the democratisation of the public sector appointed by Government decree. with respect to the rules governing the composition and The Board of Directors of DCNS was reappointed on functioning of its Board of Directors. December 19, 2014. (1) OCDE (See OECD Guidelines). DCNS Annual Report !"# # M%&%'()(&* +(,-+* The provisions of the Order and the French Commercial I. 1.2. Activities Code require the company’s Board of Directors to be made up of between three and eighteen members. The DCNS Group is a global leader in naval shipbuilding and The provisions of article 4 of the Order require the French an innovator in the energy industry. The successor of the State to appoint a representative to the company’s Board of arsenals of Richelieu and Colbert, the Group is an ultra high- Directors. tech business and one of the few global leaders in defence The provisions of article 7 of the Order state that employee naval systems whose skills cover the whole of the production representatives must make up one third of the Board of chain for complex programmes. Directors. Under the provisions of article 8 of the Order, they The Group’s activities shall be elected by the employees under the terms laid down in title II, chapter II of the Democratisation Act. DCNS is one of only a few industrial companies in the The General Meeting of Shareholders which met on world to design, build and maintain submarines and surface December 19, 2014 in order to bring the articles of associ- vessels as well as the associated systems and infrastructure. ation of the company into line with the provisions of title II It also provides services to its customers’ naval bases and of the Order and appoint new directors, appointed eleven shipyards. DCNS develops high-technology solutions to new directors, of whom three were proposed by Thales preserve the long-term safety of the oceans against threats and fi ve by the French State. As a result, the Board is now of all kinds. The Group covers the entire spectrum of naval permanently composed of eighteen directors. armament, ranging from ocean patrol vessels to conventional submarines via coastal subs, corvettes, frigates, destroyers The Government is represented as a director by Ms Astrid and aircraft carriers. Alongside maintenance and repair Milsan, who was appointed as the Government’s represent- services aimed at maintaining ships’ performance over time, ative on the Board of Directors of the company with effect the Group carries out major upgrade and vessel life extension from December 19, 2014 by an order of December 17, 2014 programmes. It is thus able to make overall commitments of the Ministry of Finance and Public Accounts and the regarding the operational availability of a fl eet. Ministry of the Economy, Industry and Digital Affairs. The Group offers its products and services worldwide, The eleven directors appointed by the General Meeting of thanks to its know-how, its unique industrial resources and its Shareholders on December 19, 2014 are: ability to form strategic local partnerships. • Mr Hervé Guillou; • Ms Sophie Mantel, proposed by the French State; The Group’s know-how • Ms Sandra Lagumina, proposed by the French State; The Group can call on exceptional know-how in three major • Mr Jacques Hardelay, proposed by the French State; areas: • Mr Bertrand Le Meur, proposed by the French State; • its ability to fulfi l highly complex large-scale programmes; • Mr Bernard Rétat, proposed by the French State; • the development and integration of the naval anti-aircraft combat systems for both surface vessels and submarines • Mr Philippe Logak, proposed by Thales; that represent the key source of added value for modern • Ms Nathalie Ravilly, proposed by Thales; warships; • Mr Pascal Bouchiat, proposed by Thales; • its role in the assembly and maintenance of nuclear vessels, • Ms Gabrielle Gauthey; both as regards the installation of weapons and nuclear • Mr Luc Rémont.
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  • Tax Strategy
    This document, approved by the board of Hachette UK, sets out the Group’s approach to conducting its tax affairs and dealing with tax risks in compliance with schedule 19 of the Finance Act 2016 for the year ending 31 December 2020. The Hachette UK Group is committed to: • Following all applicable laws and regulations relating to its tax activities and submitting all returns by their due dates. • Maintaining an open and honest relationship with the tax authorities based on collaboration and integrity. • Applying diligence and care in our management of the processes and procedures by which all tax related activities are undertaken, and ensuring that our tax governance is appropriate. • Using incentives and reliefs to minimise the tax cost of conducting our business while ensuring that these reliefs are not used for purposes which are knowingly contradictory to the intent of the legislation. Risk management Managing the Group’s tax affairs is a complex process across many functional areas of the business and as such there will inevitably be risks of error or omission within those processes (tax risks), which may result in the incorrect application of tax rules or calculation of tax returns. Eliminating tax risks entirely is impossible. Therefore, the Group’s attitude towards the level of control required over the processes designed to reduce these tax risks is driven by the likelihood of occurrence and scale of the impact of each risk. The identified tax risks are then assessed on a case by case basis, allowing the Group to arrive at well-reasoned conclusions on how each individual risk should be managed.
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