Korian Universal Registration Document 2020 EN V7
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UNIVERSAL REGISTRATION DOCUMENT Annual Financial Report and Integrated Report 2020 Contents Korian, the leading European Activities and performance analysis 249 care services group for elderly 5.1 2020 highlights 250 1 and fragile people 5 5 5.2 Activity overview 252 Presentation of the Korian Group 7 5.3 Review of consolidated results Korian faces Covid-19 pandemic 29 and financial position Our ecosystem and ESG challenges 33 at 31 December 2020 254 Our strategy 41 5.4 Proposed allocation of profit and dividend payment 261 Governance, internal control and risk management 51 5.5 Legal and arbitration proceedings 262 Our business model 57 5.6 Significant changes in the Group’s financial position since the end of the last financial year 262 Risk factors 61 5.7 Material events since the year-end 262 2.1 Operational risks 63 5.8 Foreseeable changes – outlook 264 2 2.2 Strategic risks 68 2.3 Legal, ethical and regulatory risks 69 Financial statements for the year 2.4 Economic and financial risks 71 ended 31 December 2020 265 2.5 Internal control and risk 6.1 Consolidated financial statements management 74 6 for the year ended 31 December 2020 266 Environmental, social and 6.2 Statutory Auditors’ report on the consolidated financial corporate governance 81 statements 321 3.1 Deploying an ESG strategy that 3 6.3 Annual financial statements advances the Group's social mission 84 at 31 December 2020 325 3.2 Providing care excellence whilst ensuring dignity and choice 101 6.4 Statutory Auditors’ report on the annual financial statements 343 3.3 Be the employer of choice 111 6.5 Statutory Auditors’ special report on 3.4 Contributing to finding innovative related-party agreements 347 solutions for a more inclusive society 135 3.5 Being a committed and responsible local partner 143 Information on the Company, share 3.6 Reducing our environmental capital and ownership 349 footprint 148 7.1 Information on the company 350 3.7 Adopting ethical and responsible 7 7.2 Information on the share capital 354 practices 158 7.3 Shareholders 363 3.8 Note on methodology 168 3.9 Independent third-party report on 7.4 Information on the Korian share 366 the consolidated non-financial 7.5 Conditions for shareholder performance statement included participation in General Meetings 368 in the management report 171 Further information 369 Corporate governance 177 8.1 Person responsible for the universal 4.1 The Company’s administrative registration document 370 and management bodies 180 8 4 8.2 Entities responsible for auditing 4.2 Compensation 223 the financial statements 371 8.3 Glossary 372 8.4 Cross-reference tables 374 UNIVERSAL REGISTRATION DOCUMENT Annual Financial Report and Integrated Report 2020 The universal registration document was filed on 20 April 2021 with the AMF in its capacity as the competent authority under European Regulation (EU) 2017/1129, without any prior approval pursuant to Article 9 of said regulation. The universal registration document may be used for the purpose of a public offering of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a prospectus and, where applicable, a summary and all the amendments made to the universal registration document. The whole thus formed is approved by the AMF in accordance with European Regulation (EU) 2017/1129. The universal registration document may be viewed free of charge upon request to the Company as well as on the Company’s website (www.korian.com) and the AMF’s website (www.amf-france.org). Historical financial information Pursuant to article 19 of European Regulation (EU) No. 2017/1129, the following information is included by way of reference in this universal registration document: • the key figures given on pages 8 and 9 and the consolidated financial statements for the financial year ended 31 December 2019, the notes to the financial statements, the Statutory auditors’ report as presented on pages 223 to 280 of the 2019 universal registration document filed with the AMF on 7 May 2020 under number D.20-0452. • the key figures given on page 8 and the consolidated financial statements for the financial year ended 31 December 2018, the notes to the financial statements, the Statutory auditors’ report as presented on pages 224 to 280 of the 2018 registration document filed with the AMF on 25 April 2019 under number D.19-0400. This is a translation into English of the (universal) registration document of the Company issued in French and it is available on the website of the Issuer. UNIVERSAL REGISTRATION DOCUMENT 2020 • 1 2 UNIVERSAL REGISTRATION DOCUMENT 2020 • Message from the Chief Executive Officer 2020 is a year that will go down in history, with the Covid-19 social dialogue, qualifying training and quality of work, to pandemic emerging in February and gradually spreading diversify and enrich our care pathways in close across all the countries in which Korian operates. The cooperation with local partners by focusing on digital, and pandemic poses a particular threat to the elderly and modernising our real estate portfolio. those with chronic diseases and has therefore been This extensive project helped us improve many of our ESG especially challenging to all those involved in healthcare metrics in 2020, for instance in terms of customer and elderly care, including Korian and its stakeholders. satisfaction, employee loyalty and career advancement As I look back over the year, I wish to begin by sending my (with 8% of Korian employees now engaged in qualifying warmest thoughts to the residents, patients and Korian's training programmes compared to 4% in 2019), local employees who have been affected by the pandemic, procurement (with over 80% of our purchases now and to their loved ones. I would also like to express my sourced locally) and energy savings. gratitude to the families, relatives and all our local partners Despite the crisis, we also pursued our development drive who have been so dedicated and attentive, even when by starting up or acquiring 107 additional facilities across lockdown measures forced us to place a full ban on visits Europe. This will allow us over the coming years to meet to their loved ones, with all the pain and worry this caused. growing needs for care services to fragile people, that are Last of all, I would like to pay tribute in particular to all of expected to double due to an ageing population and the Korian’s teams throughout Europe; their commitment and increasing prevalence of chronic diseases. solidarity have been exemplary in ensuring continuity of care, saving lives and offering protection against an All this enabled us to deliver another solid economic and exceptionally contagious virus. financial performance in 2020, with revenue up 7.2% at almost €3.9 billion, an operating margin excluding one-off Since the end of February 2020, the entire Group has Covid expenses of 13.6% (just 120 basis points lower than in devoted its efforts to tackling the coronavirus. Like 2019) and a stronger balance sheet with a debt ratio everyone else, we have had to keep moving forward reduced to 3. despite the uncertainty caused by the strict requisitions and lockdown measures. We were determined to keep Korian today is a European network with 57,500 employees adapting to continually changing circumstances and we in 7 European countries caring for over half a million learned how to do so in order to support our staff and people, whether in our ~1,000 healthcare and medico- ensure that our supply chains continued to operate. social facilities and residences or through our 200 home Having learned that we must now operate under care networks in France, Belgium and Germany. It is also epidemic conditions on a long-term basis, we have now a major player in the mental health segment – mental implemented a European Vigi-Covid standard. Starting issues are the third cause of chronic diseases in Europe – from late December, the entire Group rallied with having taken over Inicea in France and Ita Salud Mental in determination and in close cooperation with the local Spain. health authorities to ensure that the first vaccination We have been able to accomplish all this thanks to the campaign was a success. confidence shown in us by our shareholders. Back in We have, throughout this period, been acutely aware of October they subscribed on a large scale to the first the profound purpose underlying our corporate mission: capital increase carried out since our listing, amounting to provide care and support to ageing and fragile people €400 million. and their loved ones, respecting their dignity and I am deeply grateful and proud of the Group’s resilience in contribute to their quality of life. We have seen how 2020, which it achieved with the support of a strong and deeply impactful we can be through our corporate highly involved governance structure under the values, our sense of initiative and responsibility, and chairmanship of Mr. Christian Chautard and then especially the bonds of trust we create, which are Mr. Jean-Pierre Duprieu who succeeded him in October. paramount in forming a united front against such an unprecedented situation. Today, more than ever, we are determined to continue our mission to serve the elderly and fragile people. The crisis did not put a stop to the in-depth work started since 2019 on our corporate project “In Caring Hands”, the Sophie BOISSARD aim of which is to continually improve the quality of our Chief Executive Officer of Korian services, strengthen our HR policies, particularly in terms of UNIVERSAL REGISTRATION DOCUMENT 2020 • 3 4 UNIVERSAL REGISTRATION DOCUMENT 2020 • Korian, the leading European care services group for elderly and 1.