Registration Document Including the Annual Financial Report
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Registration Document including the Annual Financial Report Document 2013 Registration 2013 Fromageries Bel Fromageries Bel Fromageries Contents Presentation of the Group Financial and accounting 1 and its activities 3 4 information 147 1.1 Presentation of the Group 6 4.1 Historical financial information 148 1.2 Market trends 10 4.2 Pro forma financial information 148 1.3 2013 markets and business 10 4.3 Review of financial position and results 148 1.4 Trends likely to affect production, 4.4 Cash and cash equivalents and capital sales and inventories in 2014 13 sources 150 1.5 Property, plant and equipment 13 4.5 Financial statements 152 1.6 Risk factors and insurance policy 15 4.6 Auditing of annual financial information 235 4.7 Date of latest financial information 236 4.8 Financial information 2 Corporate Social Responsibility 23 for interim and other periods 236 4.9 Dividend payout policy 236 2.1 The Bel Group’s CSR program 24 4.10 Legal and arbitration proceedings 237 2.2 CSR at the heart of the Group’s activities 32 4.11 Significant changes in the issuer’s 2.3 Partnerships and society 38 financial or trading position 237 2.4 Environmental footprint 49 2.5 Nutrition and responsible products 64 2.6 Responsible communication 5 Shareholding and Stock market 239 and consumption 80 2.7 Committed employer 85 5.1 Shareholding and share capital 240 2.8 Note on methodology 105 5.2 Stock Market 245 2.9 Report of the Statutory Auditors, designated independent third‑party entities, on the review of 6 Combined General Meeting 249 environmental, social and societal information published in the Group 6.1 Agenda of the General Meeting Management Report 107 on May 14, 2014 250 6.2 Presentation of the resolutions by the Board of Directors 251 3 Corporate governance 111 6.3 Biographies and information on the candidates for director 254 3.1 Governance principles 112 6.4 Draft resolutions 256 3.2 Compensation and benefits 131 3.3 Chairman’s Report on risk management procedures and internal 7 Additional information 263 control 137 3.4 Statutory Auditors’ Report 7.1 Person responsible for the Registration on the Company’s Board of Directors Document and Annual Financial Report 264 Chairman’s Report, prepared 7.2 Information about the Company 265 in accordance with Article L. 225‑235 7.3 Information on subsidiaries and interests 266 of the French Commercial Code 143 7.4 Material contracts 268 3.5 Related party transactions 144 7.5 Publicly available documents 268 7.6 Cross‑reference tables 269 Fromageries Bel A French limited company (société anonyme) with capital of €10,308,502.50 Head office: 16 boulevard Malesherbes – 75008 Paris SIREN no. 542 088 067 – Paris Trade and Companies Register Registration document 2013 including the Annual Financial Report The original French version of this translated registration document was filed with the Autorité des marchés financiers (AMF) on April 3, 2014, in accordance with article L. 212-13 of the AMF’s 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 is established by the issuer and engages the liability of its signatories. Should there be any difference between the French and the English version, only the text in French language shall be deemed authentic and considered as expressing the exact information published by Fromageries Bel. This report serves as the registration document of the company Fromageries Bel, filed thereunder with the Autorité des marchés financiers pursuant to article 212-13 of the AMF’s General Regulations, including: $ the Annual Financial Report issued pursuant to article L. 451-1-2 I and II of the French Monetary and Financial Code; $ Fromageries Bel’s Management Report approved by the Board of Directors pursuant to articles L. 225-100 et seq. and articles L. 225-102-1 et seq. of the French Commercial Code (according to the “Grenelle II” law dated July 2010 amended by the “Warsmann” law dated March 2012); and $ the Chairman’s Report on conditions for the 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. The cross-reference tables between the sections of the registration document (Appendix I to EU Regulation 804/2004) and those of the Financial Report provided for in article L. 451-1-2 of the French Monetary and Financial Code as well as those of the Management Report provided for in articles L. 225-100 et seq. and articles L. 225-102-1 et seq. of the French Commercial Code (according to the “Grenelle II” law dated July 2010 amended by the “Warsmann” law dated March 2012) are included in chapter 7. For the purposes of this report (hereinafter the “registration document”, unless otherwise stated, the terms “Fromageries Bel” or ‘the Company” refer to the Fromageries Bel company and the terms “Group” or “Bel Group” refer to the Fromageries Bel company and its consolidated subsidiaries. Registration Document Fromageries Bel 2013 1 2 Registration Document Fromageries Bel 2013 Presentation of the Group 1 and its activities 1.1 Presentation of the Group 6 1.1.1 A mission which reflects the Bel Group’s spirit and ambition 6 1.1.2 History 6 1.1.3 Group profile and activities 7 1.1.4 Strategy 7 1.1.5 Group businesses’ external stakeholders 8 1.1.6 Industrial protection 9 1.1.7 Competitive position 9 1.2 Market trends 10 1.3 2013 markets and business 10 1.4 Trends likely to affect production, sales and inventories in 2014 13 1.5 Property, plant and equipment 13 1.5.1 Industrial presence 13 1.5.2 Investments 14 1.6 Risk factors and insurance policy 15 1.6.1 Risks intrinsic to business activity 15 1.6.2 Industrial and environment-related risks 19 1.6.3 Risks relating to information systems 19 1.6.4 Financial risks 20 1.6.5 Legal risks 21 1.6.6 Group insurance and risk coverage 22 Registration Document Fromageries Bel 2013 3 Presentation of the Group and its activities 1 Key figures Bel’s mission Sharing smiles with families by bringing the pleasure of dairy goodness Key figures Almost 11,000 employees – 27 production sites* – 33 countries in which the Group operates More than 16 billion cheese portions sold in 120 countries by 5,800 retailers 5 core brands that account for 70% of revenue 4 brands – The Laughing Cow, Mini Babybel, Leerdammer and Kiri ranked among the top 12 cheese brands in the world** Over 400,000 metric tons of cheese produced 1,500 million liters of milk collected directly from 3,300 dairy producers 403 suppliers (excluding the purchase of milk) assessed since 2009 on their environmental performance 12 of the 27 production sites certified ISO 14001 82% of products manufactured at sites certified according to Global Food Safety Initiative standards €2.7 billion of revenue, of which more than 57% from the sale of cheese in individual portions €234 million operating margin, i.e. 8.6% of revenue More than 100 projects on behalf of children supported by the Bel Foundation since its creation in 2008 * In operation. ** Zénith International study – Source Bel Global Cheese 2012. Breakdown of revenue (in millions of euros) Western North and East Americas, Near and Greater Europe Europe Asia-Pacific Middle East Africa M€1,073 M€597 M€417 M€361 M€272 40% 22% 15% 13% 10% 4 Registration Document Fromageries Bel 2013 1 1 Five core brands More than 25 international and local brands Selected financial information (in millions of euros) 2013 2012 2011 REVENUE 2,720 2,649 2,527 OPERATING INCOME 234 211 171 Of which : income from ordinary activities 241 238 185 other operating income and expense (6) (27) (14) OPERATING MARGIN (as a % of revenue) 8.6% 8.0% 6.7% NET PROFIT 131 130 97 Of which : group share 126 128 96 minority share 5 2 1 diluted earnings per share (in euros) 18.44 18.73 14.01 (in millions of euros) 2013 2012 2011 TOTAL CAPITAL INVESTED 1,266 1,214 1,239 Of which : equity, Group share 1,198 1,139 1,029 equity attributable to minority interests 14 11 16 net financial debt 54 64 194 Cash flow: From operating activities 234 272 182 From investing activities (145) (79) (73) From financing activities (32) 110 (112) Increase (decrease) in cash and cash equivALENTS 57 303 (3) Registration Document Fromageries Bel 2013 5 Presentation of the Group and its activities 1 Presentation of the Group 1.1 Presentation of the Group 1.1.1 A mission which reflects the Bel Group’s spirit and ambition The Bel Group has made it its mission to share smiles with families To reflect its mission, the Bel Group created a new visual identity by bringing the pleasure of dairy goodness. In addition to the and slogan “Sharing smiles” in 2009 which reflects the spirit of the quality of its products and the pleasure that they bring, the Group Group’s employees, the commitment of the men and women in has always considered smiles and enthusiasm as key success charge of developing its products, and the personality of its brands. factors. Bel is a demanding, performance-focused company which puts its The Group’s growth is based on the conviction that the benefits of trust in its teams, values them and encourages the entrepreneurial milk should be shared with a maximum of people.