Plastic Omnium 2018 Registration Document 1 2 Plastic Omnium 2018 Registration Document
Total Page：16
File Type：pdf, Size：1020Kb
2018 REGISTRATION DOCUMENT including the integrated report, the annual financial report, the corporate governance report, the statement of non-financial performance. TABLE OF CONTENTS INTEGRATED REPORT 3 1 PRESENTATION OF PLASTIC 6 RELATIONS WITH THE FINANCIAL OMNIUM AND ITS BUSINESSES 21 COMMUNITY AND SHAREHOLDING 1.1 2018 Key figures 22 STRUCTURE 257 1.2 History and development of the Group 24 6.1 Financial communication 258 1.3 Organization chart 26 6.2 The Plastic Omnium share 259 1.4 Significant events 27 6.3 Financial communication and shareholders’ timetable 261 1.5 Business and strategy 28 1.6 Research and Development (R&D) 30 1.7 Risk factors and control 33 7 SHAREHOLDERS’ MEETING 263 7.1 Agenda 264 7.2 Text of the resolutions submitted for 2 CORPORATE GOVERNANCE 41 approval by the Combined Shareholders’ Meeting on April 25, 2019 265 2.1 Report from the Board of Directors on corporate governance 42 7.3 Board of Directors’ report on the resolutions presented to the Combined Shareholders’ Meeting on April 25, 3 STATEMENT OF NON-FINANCIAL 2019 273 7.4 Statutory Auditors’ report on the issue of PERFORMANCE 79 shares and other securities without 3.1 CSR at the heart of our strategy 81 preferential subscription rights 279 3.2 CSR integrated in the business lines 95 7.5 Statutory Auditors’ report on the capital 3.3 Methodology 118 increase reserved for members of the company's savings plan 281 3.4 Cross-reference table 120 7.6 Report of the transformation 3.5 Report by the independent third party 122 commissioner on the transformation of Compagnie Plastic Omnium into a European company (Societas Europaea) 282 2018 CONSOLIDATED FINANCIAL 125 7.7 Compagnie Plastic Omnium draft bylaws 4 at april 25, 2019 283 STATEMENTS PREAMBULE TO THE CONSOLIDATED FINANCIAL STATEMENTS 126 8 OTHER INFORMATION 289 4.1 Comments on the year and outlook 128 8.1 General information about the Company 290 4.2 Consolidated financial statements 8.2 List of regulated information published at December 31, 2018 134 during the last 12 months 293 8.3 Person responsible for the Registration Document 294 5 2018 STATUTORY ACCOUNTS 229 5.1 Comments on the statutory accounts 230 CROSS-REFERENCE TABLES 295 5.2 Income statement 231 5.3 Balance sheet 232 GLOSSARIES 299 5.4 Notes to the statutory accounts 234 5.5 Five-Year Financial Summary 247 5.6 Subsidiaries and affiliates 248 5.7 Statutory Auditors’ report on the financial statements 250 5.8 Special report of the Statutory Auditors on related party agreements and commitments 254 The items in the Annual Financial Report are identified in the summary using the AFR pictogram AFR The items in the Management Report are identified in the summary using the MG pictogram MG The Statement of Non-Financial Performance is identified in the summary using the SNFP pictogram SNFP www.plasticomnium.com Plastic Omnium is a leading global supplier, with 124 plants in 26 countries, located close to its clients. Plastic Omnium develops solutions for the car of the future, which will be clean and connected. REGISTRATION DOCUMENT 2018 including: The integrated report, the annual financial report, the corporate governance report, the statement of non--financial performance. This registration document was filed with the French market authority, Autorité des Marchés Financiers on 03/12/2019, pursuant to Article 212-13 of its general regulation. It may be used for a financial transaction if it is completed by a transaction document approved by the AMF. This document has been drawn up by the issuer and is the responsibility of its signatory. Pursuant to article 28 of European Commission Regulation (EC) No. 809/2004, the following information is included by way of reference in this Registration Document: ● the consolidated financial statements. and statutory accounts for the year ended December 31, 2017 and the corresponding audit results appearing on pages 110 to 235 (inclusive) of the 2017 registration document filed with the AMF on March 12, 2018 under the reference number D.18-0118; ● the consolidated financial statements and Statutory accounts for the year ended December 31, 2016, and the corresponding auditors’ reports appearing on pp. 94-202 (inclusive) of the 2016 Registration Document filed with the AMF on March 20, 2017 under the reference number R.17-007. PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 1 2 PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT www.plasticomnium.com Integrated report INTERVIEW WITH LAURENT BURELLE 4 RISK MANAGEMENT, A KEY ISSUE 15 INTERVIEW WITH JEAN-MICHEL SZCZERBA 6 AN INDEPENDENT FAMILY-OWNED GROUP SINCE 1946 16 PURE PLAYER 8 A COMPETENT AND BALANCED BOARD OF DIRECTORS 17 BUSINESS MODEL 10 SOUND 2018 RESULTS 18 INNOVATION IN THE GROUP’S DNA 12 SOCIAL AND ENVIRONMENTAL PERFORMANCE 19 SOCIETAL AND ENVIRONMENTAL RESPONSIBILITY AT THE HEART OF THE GROUP’S STRATEGY 14 PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 3 Interview with LAURENT BURELLE INTEGRATED REPORT Interview with Laurent burelle INTERVIEW WITH Laurent Burelle, Chairman and CEO A market under pressure Brexit, the US-China trade war, tighter regulations and new consumption patterns are putting the automotive industry to the test. How have they impacted Plastic Omnium? We have indeed been facing headwinds The automotive industry, which was in a number of areas for several already facing the environmental months now. Driven by protectionist challenge and new consumer habits, trends, the slowdown in the Chinese now also has to contend with a economy and the entry into force of slowdown in the market that up until a new type-approval procedure in now had been growing. Europe, automobile production fell 1% in 2018 – its first decline since 2009. Sound fundamentals How can Plastic Omnium weather the slowdown, and for how long? First, let’s keep in mind that despite the Beyond these results, we draw our strength complex environment, we continued to grow from our ability to plan ahead. To be on the and to outperform the world automotive safe side, we have decided to manage the market. Our 2018 results are sound, and so group based on stable global automobile is our financial structure. Following record production over the coming three-year capital investments, our cash-flow generation period. We will continue to invest and to take has reached very high levels. advantage of our well-filled order book, but we will strengthen our emphasis on frugality, flexibility and selective order-taking. 4 PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT www.plasticomnium.com INTEGRATED REPORT Interview with Laurent burelle Strong technological options What are Plastic Omnium’s key choices in the technological and social revolution set to disrupt the sector? We’re enthusiastic about the revolution, which increasingly complex modules. This led us to take gives us additional opportunities for growth. control of our HBPO subsidiary. Lastly, Plastic Omnium has come to the conclusion that In exterior systems, we will opt for increasingly electricity is the most compelling alternative “smart” solutions, with different styling and solution, provided it can be generated within the broader functionalities. We also believe that the vehicle. We’re therefore currently making car of the future will be designed on the basis of significant investments in fuel cells and hydrogen. Long-term strategy Burelle SA now holds a 58.51% stake in Compagnie Plastic Omnium. Should it remain a family-owned company in the new global economy? And how can you preserve the independence that underpins the “PO Way”? Within a decade and a half, Plastic Omnium’s Plastic Omnium has become a pure player in the revenue increased from €1.7 billion to €9 billion, automotive sector, where it has world leadership its net income from €75 million to €533 million, in three businesses with increased technology and family control from 51.6% to 58.51%. Our content. The other factors that underpin our goal is to continue these trends over the long haul. independence are diversification of geographical locations and customers, and financial discipline. The strategy calls for leadership and innovation. With the divestment of the Environment division, Shared commitment If you were asked to reassure Commitment – commitment to clean, all the stakeholders – investors, sustainable mobility; commitment to the ethics and transparency rules shared by our shareholders, employees, 32,000 employees; commitment to the partners and customers – with industry. a single argument, what would it be? PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 5 Interview with JEAN-MICHEL SZCZERBA INTEGRATED REPORT Interview with Jean-Michel Szczerba “Our current operations are thriving, our future is exciting.” Jean-Michel Szczerba, Co-Chief Executive Officer “The takeover of HBPO and the divestment of the Environment division open a new chapter in the history of Plastic Omnium. The Group is concentrating its resources on the automotive market and boosting its leadership there against a backdrop of unprecedented technological change.” “Ever more quality at best cost is the secret to our sales success and the reason for our investment in Industry 4.0.” “Calling on all young engineers who want to help Plastic Omnium invent the zero-pollution, zero-accident and zero-immobility car.” “Tomorrow’s mobility demands commitment today. Plastic Omnium is backing hydrogen with fuel cells and increasing technological content per car.” “Against the current backdrop of widespread uncertainty and volatility, being an independent family group gives us a huge advantage. Our long-term vision