The items in the Annual Financial Report are identified in the summary using this pictogram /AFR/
The Statement of Non Financial Performance is identified in the summary using this pictogram /NFRD/
Compagnie Plastic Omnium SE has reviewed and assessed the risks that could have a material adverse effect on its business, financial position, results or reputation. These risks have been assessed based on the probability of occurrence and their impact (after taking into account the mitigation measures implemented by Compagnie Plastic Omnium SE). In accordance with regulations, only those risks that are both significant and specific to Compagnie Plastic Omnium SE are described below. The table below classifies these risks by category and indicates their importance (high or moderate) based on their assessment.
Risk categories | Importance | Risk factors | Non-financial risk |
---|---|---|---|
Operational risks | High | Automotive programs |
|
High | Quality of products and services sold | YES | |
High | Shortage of raw materials or components |
| |
Moderate | Health, Safety and Environment | YES | |
Moderate | Information Technology | YES | |
High | Impact of climate change on the business model | YES | |
Strategic risks | High | Innovation |
|
High | External growth transactions |
| |
Credit and/or Counterparty risks | High | Customers |
|
Moderate | Suppliers | YES | |
Market risks | High | Inflation |
|
Legal risks | Moderate | Business ethics | YES |
Moderate | Intellectual property |
|
Non-financial risks are also described in section 4 "Non-Financial Reporting Disclosure" on page 147. An identical structure is used to describe each risk: description of the risk, policies and procedures put in place to mitigate the risk and publication of key performance indicators.
Each automotive program has risks which could reduce its profitability from that initially expected. The risk relates particularly to programs that incorporate product innovations or which implement new industrial processes. This risk is increased for programs whose launch coincides with the start of a new plant. These uncertainties may require Compagnie Plastic Omnium SE to invest and/or spend more than initially forecast in order to reach the rates and quality levels required by the customer.
In addition, each automotive program is subject to risks in terms of manufacturing volumes, which depend on a wide range of factors, some of which are regional in nature, such as economic activity, carmaker production strategy, consumer access to credit and the regulatory environment, but also on factors specific to each vehicle, such as the attractiveness of their design.
Ultimately, every automotive program is exposed to the risk of disruption of carmaker’s demand, of variable duration. This disruption may be the result of hazards specific to the carmaker (fire in one of its plants, shutdown of the carmaker’s plant due to a strike, etc.) or external hazards (pandemic or natural disaster affecting one or more plants of a carmaker). This disruption can also result from a similar hazard that would impact a supplier of components used in the manufacture of a vehicle, which could thus force the carmaker to permanently stop its production line for lack of components.
Compagnie Plastic Omnium SE’s commitment to diversifying its operations and increasing the number of automotive programs represents a key component of its strategic vision that significantly reduces exposure to geographic and other risks.
Compagnie Plastic Omnium SE has five main distinct product families and serves the majority of global carmakers. Its customer portfolio is diversifying, with new players in heavy and industrial (off-road) mobility. It continues to diversify its exposure to worldwide automotive production markets with its activities spread across 28 countries globally and with the production launch of a large number of new programs each year (164 in 2023).
In terms of commitments, all new projects are subject to a highly detailed approval process. The largest projects must be authorized by Compagnie Plastic Omnium SE’s Senior Executives. Once a project has been accepted, a structured operational and financial monitoring system is set up to track it.
Compagnie Plastic Omnium SE is exposed to the risk of warranty and liability claims from customers in respect of the products it sells and services it provides. This is particularly the case for the Clean Energy Systems activity and the Lighting Division where the majority of products sold to carmakers belong in the “safety equipment” category. Compagnie Plastic Omnium SE is also exposed to the risk of third-party product liability claims. In terms of risk related to the quality of the products and services sold, Compagnie Plastic Omnium SE implements a policy described in the “Non-Financial Reporting Disclosure” section of this URD (section 4 on page 187).
In terms of product and process quality, the Group’s activities have set up dedicated organizations and processes according to models that have been prevalent for many years in the automotive industry. These organizations and processes aim to prevent, identify and correct quality problems as soon as they occur. The robustness and efficiency of these organizations and processes are checked by annual internal audits and regular customer audits. They are also covered by a certification IATF 16949 certification procedure for all of the Group’s plants and development centers.
These risks fall into the area of contractual liability and are covered by specific insurance policies.
The global automotive industry may be impacted by a long-term shortage of certain raw materials or components that are widely used for the production of sub-assemblies required for vehicle assembly by carmakers. This shortage, like that affecting semiconductors from the second quarter of 2021, may lead to a significant and lasting decline in the activity of carmakers on a large number of vehicle models, and consequently, in the activity of equipment manufacturers. This decline in activity may have a significant impact on Compagnie Plastic Omnium SE’s revenue, results and cash position.
Faced with this type of situation, the Group is able to immediately implement significant expenditure reduction plans in order to limit the impact on its results and cash-flow. These plans are based in particular on the partial unemployment schemes that exist in most of the countries where the Group operates and on the non-renewal of temporary employees’ contracts. However, these workforce adjustments may be hampered by a lack of visibility on the short-term business of customers, following any production stoppages (stop & go). In addition to reducing expenses, the Group is in a position to enter into commercial negotiations with manufacturers in order to obtain financial compensation at least in part.
In the areas of health, safety and the environment, Compagnie Plastic Omnium SE’s sites are exposed to:
A lack of anticipation to mitigate these risks could result in harm to individuals, the Group’s image, or additional costs, and lead to possible sanctions.
With regard to health, safety and the environment (HSE), Compagnie Plastic Omnium SE has introduced a policy that is described in the “Non-Financial Reporting Disclosure” section of this URD (section 4 on page 171). Rolled out worldwide, this policy is based on a shared vision, a structured management system, regular reporting and an ongoing certification program.
This policy is overseen by Compagnie Plastic Omnium SE’s Executive Committee, based on specific monthly reporting that shows the performance of each subsidiary. A dedicated organization comprised of front-line health, safety and environment (HSE) managers is responsible for supporting and coordinating its deployment.
This network of experts is led by Compagnie Plastic Omnium SE’s Sustainability and Human Resources Department, backed functionally by central HSE Directors at division level. Final responsibility for managing health, safety and environment risks lies with the activities Chief Executive Officers.
Ongoing corrective and improvement action plans have been introduced and included in the programs to obtain ISO 14001 and ISO 45001 certification for industrial facilities. These action plans encourage the widespread sharing of best practices within the Group’s activities. They also include training on ergonomics, the man-machine interface and the tools of the in-house Top Safety program and bringing machinery and equipment into compliance.
This topic is described in more detail under Personal Health and Safety Risks in the Non-Financial Reporting Disclosure published in section 4 on page 171.
The day-to-day activity of Compagnie Plastic Omnium SE’s operational functions (Research and Development, Production, Purchasing, Logistics, Commercial, etc.) and support functions (Finance, Human Resources, Legal, etc.) is highly dependent on the smooth running of the information systems used in these functions. This activity could be affected by the unavailability of critical information systems, mainly due to system breakdown, communication networks failure, damage to infrastructure or malicious actions carried out internally or externally. Cybersecurity risks and the procedures put in place to mitigate them are described in the “Statement of Non-Financial Performance” section of this URD (section 4 page 187).
The Information Systems Department has implemented a systems standardization and consolidation approach, and is constantly upgrading IT and network production infrastructures, business applications and workstation services. Management pays special attention to the incorporation of new technologies and to the availability and integrity of Company data.
The security of technical systems, applications and networks is addressed at the outset of projects. It is constantly monitored and regularly audited.
Compagnie Plastic Omnium SE, as an industrial group operating in the automotive sector, is strongly impacted by the challenges of climate change. In accordance with the expectations of all stakeholders and in order to preserve and develop its business model, the Group must drastically reduce its environmental impact across its entire value chain by aiming for a long-term objective of carbon neutrality. Failure to meet these objectives would expose the Group to consequences such as the loss of customers and markets, difficulties in obtaining financing for the development of its projects, and a significant increase in taxes linked to carbon emissions.
This topic is described in more detail under the Impact of climate change on the Company’s business model risk in the Non-Financial Reporting Disclosure published on page 193.
The Group has set itself the objective of carbon neutrality for its own activities (scope 1 and 2) by 2025 and a target of 30% reduction (vs. 2019) in all its scope 3 CO2 emissions by 2030 (including those related to the use of products sold), as well as the objective of carbon neutrality across its entire value chain (scopes 1, 2 and 3) by 2050.
To achieve these goals, Plastic Omnium is rolling out its roadmap operationally through its ACT FOR ALLTM program. This includes:
The Impact of climate change on the Company’s business model risk, together with the policies and procedures put in place to mitigate it, are described in section 4 "Non-Financial Reporting Disclosure" on page 193. This description is accompanied by the publication of key performance indicators.
The Company’s development is based on its ability to anticipate technological and regulatory developments, as well as to adjust its strategy in the face of significant changes and disruptions in the automotive sector. This highly competitive industrial sector is marked by rapid technological change. The occurrence of a technological acceleration in the market or difficulties encountered in the internal development of new technologies could hinder Compagnie Plastic Omnium SE’s ability to seize opportunities related to technological breakthroughs, thus impacting its competitive position, growth and profitability.
To meet customer demand and maintain its technological advantage, Compagnie Plastic Omnium SE is continually adjusting its product and system offering. Its Research and Development policy is based on anticipation, integration, localization, collaboration and focus on customer needs. It leverages a technological development process based on the analysis of major societal trends and long-term market expectations. Technological development areas are integrated into innovation roadmaps reviewed by the Group’s Executive Committee and the Board of Directors.
Compagnie Plastic Omnium SE’s open innovation approach builds on the creation of an ecosystem with numerous collaborations, notably with the academic world, laboratories, start-ups and other major industrial groups. Strategic operations were carried out to support this value creation model.
The order intake recorded in recent years confirms the success of the Group’s innovations.
Compagnie Plastic Omnium SE periodically carries out external growth operations through acquisitions or partnerships that may be of a significant size across the Group.
These transactions are decided on the basis of assumptions, notably, objectives of market growth, synergies and future results, which may not be achieved in the timescales or to the extent initially expected.
In 2023, Compagnie Plastic Omnium SE completed one partnership transaction:
In particular, Compagnie Plastic Omnium SE could encounter difficulties in integrating the companies acquired, their technologies and product ranges, as well as the integration and retention of their employees. It may also be unable to retain or develop strategic clients of the acquired companies.
Compagnie Plastic Omnium SE takes great care to put resources in place dedicated to overseeing partnerships or integrating acquired companies and sets detailed objectives for these, broken down into action plans. Particular care is taken to ensure the swift implementation of Plastic Omnium’s systems in acquired entities, in order to effectively manage these action plans and measure the achievement of objectives.
Due to its business as an automotive supplier, Compagnie Plastic Omnium SE has a limited number of customers and cannot rule out the possibility that one of its customers might find itself in financial difficulty, thus preventing it from respecting certain commitments.
The balanced division of revenue by carmaker has improved in recent years.
In all the Group’s businesses, review procedures are carried out before the results of bids are issued, in particular to ensure a balanced portfolio of customer receivables, in line with a target profile defined and continually monitored by Compagnie Plastic Omnium SE’s Senior Executives.
In terms of risk management, the Group’s activities have set up structured customer risk monitoring and debt collection processes. The average DSO was 48 days in 2023. Receivables over six months past due amounted to €16.7 million net of provisions.
At December 31, 2023 the risk of non-recovery was low and involved only a non-material amount of receivables more than 12 months past due (see section 5.2 "Consolidated financial statements at December 31, 2023" of this document – Note 6.3.1 to the consolidated financial statements).
Default by a major supplier, in particular a supplier of specific components, for which rapid substitution is difficult, given the work and time necessary to accredit a new supplier, could disrupt Compagnie Plastic Omnium SE’s production. This default could also generate additional investments or costs impacting Compagnie Plastic Omnium SE’s operating margin. The principal failure scenarios are a supplier’s bankruptcy, the supplier’s failure to meet quality specifications, a raw material or component shortage, or even a fire, natural disaster, strike or pandemic, which could impact a supplier’s plant, causing reductions or disruption to its production over the long term.
With a view to reducing these risks, all suppliers of specific automotive components must be accredited according to meticulously defined operational, financial and non-financial criteria. The Responsible purchasing/supplier risk is described in the Non-Financial Reporting Disclosure (section 4 on page 189). It contains the various policies and procedures put in place to mitigate this risk as well as the publication of key performance indicators.
For approved suppliers, these criteria are then regularly monitored by the Purchasing and Quality Departments. At-risk suppliers are subject to special monitoring and when necessary safety stocks are put in place.
Lastly, operational departments are especially vigilant in this area. They focus on effectively anticipating and managing breakdowns in the supply chain that, while infrequent, can ultimately develop rapidly.
In 2023, Compagnie Plastic Omnium SE had no major supplier failures that had a significant impact on its own operations or those of its customers.
Disclosures about market risks are also provided in the notes to the consolidated financial statements.
Compagnie Plastic Omnium SE’s business requires the purchase of large quantities of raw materials (plastics and paints), the purchase of energy (electricity and gas) and the purchase of logistics services (often indexed to the price of petroleum). These purchases are subject to market price fluctuations and could impact the Group’s operating margin and cash-flow.
Compagnie Plastic Omnium SE’s production activity requires a high level of industrial labor in its plants and could face significant wage increases in countries where wages are indexed to inflation.
To limit the impact of price fluctuations, Compagnie Plastic Omnium SE has implemented at least partial price indexation clauses with most of its customers or, failing that, regularly renegotiates selling prices. In addition, Compagnie Plastic Omnium SE has set up, at the level of its Senior Executives and its Finance Department, a detailed and comprehensive monitoring of price changes so that the sales and purchasing teams of the Divisions carry out regular negotiations with customers and suppliers.
Compagnie Plastic Omnium SE’s Legal Affairs Department is supported, as needed, by local advisors and a network of correspondents in the main countries. The department helps operational and functional departments, in all their on-going and exceptional operations, to prevent, anticipate and manage legal risks relating to the divisions, as well as being responsible for claims and litigation.
At the date of this report, there is no dispute or lawsuit and no governmental, legal or arbitration proceeding (including all proceedings of which Compagnie Plastic Omnium SE is aware, which are pending or with which the Group is threatened) that might have, or has had during the past 12 months, a negative material effect on the financial position or profitability of the Plastic Omnium Group.
Within an international Group such as Compagnie Plastic Omnium SE, it is particularly important to take into account the risk of business ethics. This risk can cover several topics such as fraud, corruption, conflicts of interest, insider trading or anticompetitive practices. It may concern isolated acts that do not comply with the regulations in force or the Company’s internal policies and procedures, which could then see the Company exposed to financial sanctions by the authorities and its image tarnished. Although the Group has implemented policies that comply with French law, it cannot guarantee the absence of violations of these internal corporate governance standards.
Compagnie Plastic Omnium SE’s ethics commitments are formalized in a detailed Code of Conduct, applicable to all Company employees. This Code is given to each new employee, and is accessible on the Group’s intranet and websites. All employees must respect the Code of Conduct and contribute to its dissemination. The Group also has a Code of Conduct relating to compliance with the rules of competition law, a Compliance Department, online training programs, practical sheets on the management of conflicts of interest, and a whistleblowing system.
The Business ethics and tax evasion risk is described in the Non-Financial Reporting Disclosure on page 185.
Compagnie Plastic Omnium SE’s growth mainly depends on its capability to innovate. In this context, Compagnie Plastic Omnium SE is exposed to a risk of misappropriation of know-how, as both a victim and an offender, which could give rise to disputes.
In the areas of Research and Development, Compagnie Plastic Omnium SE has implemented a structured approach of monitoring and investigating prior claims enabling it to manage and protect its intellectual property rights. Extensive policies have been established in respect of patent filings for the innovations that result from Research and Development. Despite the measures taken, including research into prior claims, Compagnie Plastic Omnium SE cannot rule out the possibility of prior intellectual property claims and of the risks of litigation that might result.
Compagnie Plastic Omnium SE has put in place a global program of insurance benefiting all the subsidiaries in which it has a majority interest. This program is coupled with local coverage in all countries where the Company is located. The program is intended to cover the main risks that can affect its operations, results or assets and includes:
The levels of cover and the insured amounts are appropriate for the types of risk insured and take into account conditions in the insurance market.
Internal control and risk management are the responsibility of Senior Executives and require the involvement of all stakeholders in the Company, in accordance with the tasks assigned to them. Compagnie Plastic Omnium SE’s internal control and risk management systems are designed to ensure:
Internal control and risk management systems play a critical role in the management of Compagnie Plastic Omnium SE’s activities. However, they cannot provide an absolute assurance that the Company’s objectives will be achieved or that all risks will be eliminated.
Compagnie Plastic Omnium SE is actively working to reinforce its internal control and risk management systems as part of a continuous improvement process that relies in particular on the Implementation Guide to the Reference Framework of the French Financial Markets Authority (AMF - Autorité des Marchés Financiers).
This report describes the internal control system of Compagnie Plastic Omnium SE, the parent company of the Plastic Omnium Group. It describes in particular the procedures intended to guarantee the reliability of the consolidated financial statements and the Company’s control over entities in which it has a majority interest.
Compagnie Plastic Omnium SE regularly reviews and assesses the operations of significant investments over which it exercises joint control, and uses all of its influence to ensure that these entities comply with its internal control requirements.
Compagnie Plastic Omnium SE is made up of five divisions: Intelligent Exterior Systems, Clean Energy Systems, Modules, New Energies and Lighting.
Under the supervision and control of Compagnie Plastic Omnium SE’s Senior Executives, these five Divisions each have independent responsibility for implementing the means and resources necessary to achieve the targets set in their annual budgets validated by Senior Executives.
The internal control and risk management system within the Group is based partly upon compliance with the rules and principles of its Internal Control Framework. This system is also based on the use of procedures enabling it to continuously improve the management of the main risks it may face.
The organization of the system involves all Company employees. However, its oversight and controls are performed by the following seven key functions:
The Senior Executives of Compagnie Plastic Omnium SE set the guidelines for organizing and running the internal control and risk management system.
They are assisted in this task by the Executive Committee, which has management and decision-making powers with regard to the Company’s business. It is composed of the Chief Executive Officer, Managing Director, Chief Operating Officer and Purchasing Performance Director, Chief Financial Officer, Corporate Secretary and Legal Director and Chairwoman of the Internal Control and Compliance Committee, Human Resources and Sustainability Director, Innovation Director and the Chief Executive Officers of the activities. It meets once a month to review the Group’s business performance and recent developments, analyze the Group’s position and to discuss its outlook. It addresses cross-business issues such as Group sales and marketing, organization, investment, legal and Human Resources issues, health, safety and the environment, Research and Development, mergers and acquisitions, and financing. Each month, it analyzes the results and balance sheets of all activities and subsidiaries, including trends in respect of capital expenditure and working capital compared with the prior year’s position and monthly budget projections. It also reviews three-month forecasts for the consolidated income statement and balance sheet, and plays a pro-active role in steering the Group’s management. It also validates updates of current-year forecasts. It analyzes the multi-year strategic plans for the Divisions and the Group. These plans are then used in preparing the budget, which is definitively adopted in November each year.
The cornerstone of Compagnie Plastic Omnium SE’s internal control system is its Internal Control Framework, which sets out the rules and principles applicable to the companies it controls. It comprises a Code of Conduct, the Group’s Internal Control Rules and Procedures and an Accounting and Financial Procedures Handbook.
The Code of Conduct: in addition to its economic responsibilities, Compagnie Plastic Omnium SE attaches great importance to Human Rights and rules conducive to Sustainability. Compagnie Plastic Omnium SE is a signatory of the UN Global Compact, a set of principles that stand alongside the Plastic Omnium Code of Conduct to exemplify the spirit of responsible commitment that has always encouraged the Group’s commitment. Together, these texts highlight the values governing individual and collective conduct that Compagnie Plastic Omnium SE aims to promote, and which determine the fundamental principles in which the rules and procedures of its internal control system are rooted. In 2010, Compagnie Plastic Omnium SE adopted a Code of Conduct on practices governed by competition law, which has been circulated throughout the Group as part of a compliance program.
The Code of Conduct applies to Compagnie Plastic Omnium SE and to all the affiliates in which it holds a majority stake. Compagnie Plastic Omnium SE does everything in its power to encourage other affiliates to establish rules of conduct consistent with the provisions of the Code. It is the responsibility of executive corporate officers, members of the Executive Committee, Activities Directors and sites managers to ensure that all employees are aware of the contents of the Code, and that they have sufficient resources to comply with its provisions. In return, the Code requires individual employees to behave in a way that demonstrates a personal and ongoing commitment to complying with the prevailing laws and regulations, and with the ethical rules it lays down.
Group Internal Control Rules and Procedures: Compagnie Plastic Omnium SE has a set of rules that define the roles and responsibilities of the Senior Executives, the central departments of Compagnie Plastic Omnium SE and the operational departments of its divisions and subsidiaries in the following areas:
The rules cover routine and non-routine business operations alike. They are a single and comprehensive reference framework designed to ensure that the internal control procedures implemented by the Group are both consistent and appropriate. In a number of cases, they include procedures that describe their application.
The Accounting and Financial Procedures Handbook: Compagnie Plastic Omnium SE has an Accounting and Financial Procedures Handbook prepared in accordance with IFRS standards. These accounting procedures are applicable to all consolidated companies.
As part of a process of continuous improvement in terms of internal control, the Internal Control Framework is subject to additions, and regular updates to reflect established practices, as well as changes in organization and the applicable regulations.
The main risks to which Compagnie Plastic Omnium SE is exposed are described in section 2.1 “Main Risk Factors.” This section also describes the key measures and processes used to effectively prevent and manage these risks.
The risk management system incorporates, as part of the organizational framework presented in this report, a process of mapping and analyzing the main risks facing the Company. The purpose of this is to verify the pertinence of approaches implemented at Group level and to take action to strengthen or complement existing approaches. At Group level, this process is led by the Risk Management Department in conjunction with the operational departments and functional departments.
The system is overseen by the Senior Executives.
Compagnie Plastic Omnium SE seeks to combine the responsibility and independence of judgment of the three levels of control over its operations and its risk-control procedures: the operational departments, central functional departments and Internal Audit.
The operational departments implement the structures and resources necessary for the satisfactory implementation of the rules and principles governing internal control in their respective activities. In particular, they include dedicated Internal Control resources in charge of independent reviews of Internal Control in the entities (Level 2 controls) and monitoring the relevance of the corrective actions implemented following the assignments carried out by internal audit. The operational departments are also responsible for identifying the risks inherent to their own activity and for taking reasonable steps to control them.
The central functional departments, namely Human Resources and Sustainability, Finance and Information Systems, Legal, and Purchasing Performance, have the broadest powers in their areas of expertise, and under the supervision of Senior Executives, to establish rules and procedures applying within Compagnie Plastic Omnium SE. They are tasked with coordinating and monitoring the activities of their functional networks with a view to protecting the interests of the Group and all its stakeholders.
In the field of internal control and risk management in particular, they are responsible for analyzing the risks specific to their functions and producing the plans required for their smooth running. They produce and update the Internal Control Framework and the cross-company procedures for risk control. In doing so, they are required to ensure the adequacy of the Internal Control Framework in respect of prevailing standards, regulations and laws, and to implement the appropriate means for relaying the information they produce.
Compagnie Plastic Omnium SE has a centralized Internal Audit Department that is part of the Group Risk Management Department and reports to the Corporate Secretary. It also reports regularly on its work to the Internal Control and Compliance Committee, which is responsible for overseeing internal control procedures. It conducts assessments of the general system and ensures the efficiency of its implementation.
The Internal Audit Department conducts audits on a scope covering all subsidiaries, whether or not Compagnie Plastic Omnium SE exercises control. At the conclusion of each audit, Internal Audit makes recommendations to the audited entities, which respond with appropriate action plans subject to systematic monitoring by the management teams of the Group’s activities. The annual internal audit plan is based on criteria relating to how often audits are performed and to each entity’s risk and control environment. Each new entity is audited within one year following its formation or acquisition. None of the audits performed in 2023 revealed any serious weaknesses in the internal control and risk management systems.
Lastly, the application of international safety, environmental and quality assurance standards, in addition to the audit of our insurance companies and our customers, gives rise to regular specialized audits conducted by independent bodies.
The Internal Control Rules and Procedures are available to employees on the home page of the Group’s intranet portal. However, the internal control system is deployed largely through formal documents, awareness raising, training programs and reporting processes conducted by the central functional departments. These activities demonstrate to local management the importance that Senior Executives attach to control processes.
Finally, the relaying of information on the preparation of financial and accounting data is subject to specific processes described later in this report.
The Senior Executives, assisted by the Risk Management Department, is responsible for the overall oversight of the Company’s internal control and risk management processes.
The Risk Management Department exercises a critical oversight role concerning the internal control system as part of its specific remit. It reports its analyses and recommendations to the Senior Executives, as well as the Internal Control and Compliance Committee.
The Internal Control and Compliance Committee coordinates and oversees the internal control system, and ensures that it runs smoothly. The Internal Control and Compliance Committee is chaired by the Corporate Secretary of Compagnie Plastic Omnium SE. Its members include the Human Resources and Sustainability Director, Chief Operating Officer and Purchasing Performance Director, Chief Financial Officer, Internal Control Director, Internal Audit and Risk Management Director, Corporate Compliance Director, Operational Compliance Director, Internal Audit Manager, and the Chief Executive Officers and Chief Financial Officers of the Group’s divisions. It is tasked with ensuring the quality and effectiveness of the system. It relays the decisions and recommendations of the Chief Executive Officer, to whom it reports its findings. Its composition gives it the authority to coordinate the efforts of all actors involved in internal control and risk management in each division or corporate function.
Lastly, the Board of Directors reviews all of the major assumptions and strategies laid down for Compagnie Plastic Omnium SE by the Senior Executives. It reviews the broad outlines of the internal control and risk management system and acquires an understanding of the various procedures involved in the preparation and processing of overall and financial information.
Concerning the preparation of the Group’s financial information and its consistency, the Finance Department has the following tasks:
The consistency of the Group’s financial statements is guaranteed by the use of the same accounting standards and a single chart of accounts by all Group entities. These standards and this chart of accounts take into account the specific characteristics of the subsidiaries’ various businesses. They are defined by the Group Accounting and Standards Department, which has sole authority to modify them.
This consistency is then ensured by the coordinated management of the information systems which combine to produce the financial information for each subsidiary of the Group. The reporting and accounts consolidation processes are standardized and unified by the use of a single software program. Also, based on a software package recommended by the Group, the activities have developed integrated management systems, deployed at almost all of their industrial, Research and Development and administrative sites, thus contributing to the control of information necessary to prepare the financial statements.
Consolidated Group financial information is prepared for the following key processes:
These four processes apply to all subsidiaries controlled by Compagnie Plastic Omnium SE.
The accounting function is decentralized in the subsidiaries of Plastic Omnium. A first level of control and analysis of the financial statements is carried out at the local level, then at the central level in each activity. Third-tier controls are performed by the Finance Department.
Reporting is done on a monthly basis. It is submitted to the Senior Executives eight business days after the close of the monthly accounts and is reviewed at the Executive Committee meeting. The reporting package comprises in particular an income statement broken down by function, with an analysis of production costs, overheads, and Research and Development expenditure. It also includes a full cash-flow statement, business forecasts for the subsequent three months and a set of environmental and safety indicators. The information is prepared at Group, activity and subsidiary level. The reporting provides comparisons between the various items – monthly actual, year-to-date actual compared with prior-year actual and current year budget. It provides an analysis of material differences.
The budget process begins in September each year. Prepared by each subsidiary and consolidated at the Group activities level, it is submitted to the Senior Executives in November and validated by end-November before being presented to the Board of Directors of Compagnie Plastic Omnium SE. The budget comprises an income statement, cash-flow statement and data concerning capital employed by subsidiary and by activity for the year N+1.
“Revised” forecasts are regularly produced to allow remedial measures to be made with a view to ensuring that initial budget targets are met. They also allow the Senior Executives to report reliably on changes in the situation.
The budget is based on the rolling strategic and financial plan, approved each year by the Senior Executives. It includes income statement and balance sheet projections for the four years following the fiscal year in progress. It also takes into account the sales, industrial and financial strategies of the Group and its activities.
Regarding cash management, Compagnie Plastic Omnium SE is responsible for managing the medium-term financing requirements of all the subsidiaries controlled by the Group. Plastic Omnium Finance covers short-term financing needs. Through the latter, the Group centralizes its cash management and has set up a daily cash-pooling and netting system for all Group subsidiaries in all countries where local rules allow this practice. In addition, intragroup receivables and payables are netted monthly. In this way, it manages funding streams and verifies cash positions on a daily basis.
In general, subsidiaries cannot negotiate external financing arrangements without the prior authorization of the Group’s Central Treasury.
Plastic Omnium Finance is also responsible for controlling all currency and interest rate hedging transactions.
Cash reports are sent to the Senior Executives on a weekly basis. They include an analysis of the cash position of each activity, and of the Group, together with comparisons with the prior year and the budget for the current year.
No material incidents or significant changes occurred in 2023 that could have compromised the effectiveness of the internal control system described above.
Committed to a process of continuous improvement of its internal control system, Compagnie Plastic Omnium SE will supplement certain procedures in order to make them more relevant, on the one hand, and to facilitate their appropriation by operational staff, on the other. This approach, in which the Risk Management Department and Internal Control Department are fully involved, covers our internal control procedures, accounting and financial procedures, and risk management procedures.
The Internal Audit Department plans to carry out 43 assignments in 2024.
To improve the internal control and risk management system, the Company will continue to apply the procedure for tracking progress on implementing recommendations from the internal audit assignments. In all of its segments, the Company will supplement the Internal Control review process (level 2 controls) introduced in 2023 with new controls. These reviews are undertaken using internal control resources in the divisions and at Group level.
The information presented in this section constitutes the report of the Board of Directors on corporate governance prepared in accordance with the provisions of Articles L. 225-37 et seq., L. 22-10-9 and L. 22-10-10 of French Commercial Code. This report was presented to the Audit Committee, the Appointments and CSR Committee and the Compensation Committee for the sections that fall under their areas of responsibility. Thereafter it was approved by the Board of Directors at its meeting of February 21, 2024.
It describes in particular the conditions for the preparation and organization of the work of the Board of Directors, including in particular the organizational principles guaranteeing a balance of powers. It also includes the Board’s diversity policy. The components of the compensation of directors are also specified, as well as the transactions in Plastic Omnium shares declared by the directors in 2023 and the compensation policy pursuant to the aforementioned provisions of the French Commercial Code.
Pursuant to Articles 11 and 11a of the Company’s bylaws and in accordance with the provisions of Articles L. 225-17 and L. 22-10-6 of the French Commercial Code, the Board of Directors of Compagnie Plastic Omnium SE is composed of up to 18 members, two of whom represent the Group’s employees when the number of directors is greater than or equal to eight.
The term of office of each director is three years and is renewable. Directors are appointed by the General Meeting of Shareholders for three-year terms expiring at the close of the General Meeting of Shareholders called during the year in which their term expires to approve the accounts for the previous fiscal year.
The balance of powers within the Board of Directors is based mainly on its consistent composition, the role of its Chairman and the qualities of its members.
At the date of this report, the Company is administered by a Board of Directors composed of 16 members:
The General Meeting of Shareholders of April 26, 2023 noted the non-renewal of Ms. Anne Asensio as a director, renewed the terms of office as a director of Ms. Félicie Burelle, Ms. Cécile Moutet and Mr. Vincent Labruyère, ratified the co-option by the Board of Directors on December 7, 2022 of Ms. Élisabeth Ourliac as a director and appointed Ms. Virginie Fauvel as a director in addition to the members already in office.
The Board of Directors of July 21, 2023 appointed Prof. Dr. Bernd Gottschalk as censor and the Board of Directors of December 6, 2023 co-opted Mr. Gonzalve Bich as a director, replacing Prof. Dr. Bernd Gottschalk.
At December 31, 2023, the Board of Directors comprised six independent directors (see section 3.1.1.5); the percentage of independent directors was 43%. These independent directors fulfill their role well, given their profile and experience. They hold high-level responsibilities in international groups, which enables them to understand all aspects of the Plastic Omnium Group’s divisions, to inform discussions and to interact effectively with Senior Executives. It is specified here that in accordance with the AFEP-MEDEF Code, the number of directors representing employees is not included in the calculation of the percentage of independent directors.
Each member of the Board of Directors of Compagnie Plastic Omnium SE is involved in the discussions and is a source of proposals. The diversity and complementarity of the directors' experience (managerial, financial, non-financial including ESG, digital, industrial, etc.) enables a rapid and in-depth understanding of Plastic Omnium’s development challenges.
In accordance with the provisions of Article L. 225-17 of the French Commercial Code, which establishes a principle of balanced representation of women and men on Boards of Directors, the Board of Directors of Compagnie Plastic Omnium SE comprises nine female directors out of 16. The law provides that in assessing the proportion of men and women on Boards of Directors, directors representing the employees and not elected by the General Meeting of Shareholders are not taken into account. As the Board of Directors of Compagnie Plastic Omnium SE includes two directors representing employees at December 31, 2023, the assessment is made on the basis of 14 directors, of whom eight are women, i.e. 57%. The principle of gender balance is also respected with regard to the two directors representing the employees.
In addition to increasing the representation of women amongst its members, the Board of Directors of Compagnie Plastic Omnium SE is striving to diversify the profiles of directors in terms of skills and nationalities.
The appointment of directors, submitted to the vote of the General Meeting of Shareholders, is subject to a transparent selection process.
When one or more directors' seats become vacant, and after considering the size of the Board of Directors, the Appointments and CSR Committee, together with the Chairman of the Board of Directors, defines the profile(s) sought, having regard in particular to the diversity policy and in particular to the appropriate nature of the composition of the Board of Directors with the Group’s activities, its challenges and its strategic orientations. The skills matrix includes in particular the following criteria:
On the basis of these profiles, the Chairman of the Appointments and CSR Committee, together with the Chairman of the Board of Directors, organizes the search and selection process for new independent directors, with, where appropriate, assistance from an external firm. Candidates are interviewed at the end of the process with a view to making a recommendation to the Board. During these interviews, the Appointments and CSR Committee ensures in particular the independence, availability and motivation of the prospective candidate(s) and their adherence to the Group’s values.
Thanks to the selection work by the Appointments and CSR Committee and the Board of Directors, the General Meeting of Shareholders can appoint responsible directors, able to exercise their total freedom of judgment and participate independently in the work and the collegial decisions of the Board as well as the activities of the Committees.
The replacement of directors appointed by the General Meeting of Shareholders whose position has become vacant during their term of office due to death or resignation is subject to the legal and regulatory provisions in force, it being specified that these provisions are not applicable in the event of a vacancy for any reason whatsoever, of the seat of a director elected by the employees.
1 - Profile | 2 - Applications: Work of the Appointments and CSR Committee | 3 - Selection: Recommendations | 4 - Proposed appointments: Decision of the Board of Directors | 5 - Appointments: Vote at the General Meeting of Shareholders |
---|---|---|---|---|
|
|
|
|
|
When joining the Board of Directors, each director receives a copy of the Board’s Internal Rules, the bylaws of Compagnie Plastic Omnium SE, the Stock Market Ethics Charter and the Charter on identification and assessment of related-party agreements and unrestricted agreements. This corpus of rules adopted by the Company serves as a reference for the directors regarding the level of requirements expected by Compagnie Plastic Omnium SE. As soon as they take office, directors also receive support in the form of personalized discussions with the Chairman of the Board of Directors, the Chief Executive Officer, the Managing Director, the Chairmen of the Committees and the Secretary of the Board. Training is also offered to directors, particularly in terms of CSR, and directors who so wish can benefit from personalized support.
At December 31, 2023, the main characteristics of the composition of the Board of Directors were as follows:
The Board of Directors is committed to promoting mix and diversity in its composition regarding the qualifications, professional experience, nationality and age of its members. All directors bring the following qualities to the Board of Directors:
|
|
---|---|
Strategic vision | Sense of innovation and entrepreneurial dimension |
Quality of judgment | International openness |
Ethics | Defense of the Group’s interests |
The directors have additional experience (international, financial, industrial, commercial expertise, etc.) with some having former, in-depth knowledge of Compagnie Plastic Omnium SE and its environment.
Regarding directors’ professional qualifications and experience, the Board’s objective is to ensure that its composition is appropriate to the divisions of Compagnie Plastic Omnium SE, the challenges raised and its strategic orientation, thus contributing to the quality of the Board’s decisions.
The table below summarizes the diversity and complementarity of the skills brought to the Board.
| Senior Executives | Digital, Innovation, New technologies | Industry sector | International relations | CSR | Finance, Audit | Automotive sector | Human Resources | Knowledge of the Group |
---|---|---|---|---|---|---|---|---|---|
Laurent Burelle | |
| | | | | |
| |
Laurent Favre | |
| |
|
| | | | |
Félicie Burelle | |
| |
| | | |
| |
Gonzalve Bich | | |
| |
| |
| |
|
Martina Buchhauser |
|
| |
| |
| |
|
|
Anne-Marie Couderc | |
| | | |
|
| |
|
Virginie Fauvel | | |
|
|
| |
|
|
|
Vincent Labruyère | | |
|
|
| |
|
| |
Éliane Lemarié |
|
|
|
| |
|
| | |
Paul Henry Lemarié | |
| |
|
| | |
| |
Lucie Maurel Aubert | |
|
|
| | |
|
|
|
Alexandre Mérieux | | | |
| |
|
| |
|
Cécile Moutet |
|
|
|
|
|
|
|
| |
Élisabeth Ourliac |
|
| | |
| |
|
|
|
Amandine Chaffois |
|
| |
| |
| |
| |
Ireneusz Karolak |
|
| |
|
|
| |
| |
| 63% | 25% | 63% | 25% | 50% | 56% | 44% | 31% | 56% |
First and last name |
| Age | Male/ | Nationality | No. of offices in listed companies* | Date of initial appointment | End of current term | Years on the Board under term of office | Study committees | ||
Accounts | Appointments and CSR | Compensation | |||||||||
Chairman of the Board of Directors |
|
|
|
|
|
|
|
| |||
Laurent Burelle | 74 | M | 1 | 06/18/1981 | 2024 | 42 |
|
|
| ||
Senior Executives |
|
|
|
|
|
|
|
|
|
|
|
Laurent Favre | 52 | M | 0 | 01/01/2020 | 2024 | 4 |
|
|
| ||
Félicie Burelle | 44 | F | 2 | 04/27/2017 | 2026 | 6 |
|
|
| ||
Independent directors** |
|
|
|
|
|
| |||||
Gonzalve Bich | 44 | M | 1 | 12/06/2023 | 2024 | 0.1 |
|
|
| ||
Martina Buchhauser | 57 | F | 3 | 04/21/2022 | 2025 | 2 |
|
|
| ||
Virginie Fauvel | 49 | F | 1 | 04/26/2023 | 2026 | 0.8 |
| |
| ||
Lucie Maurel Aubert | 61 | F | 0 | 12/15/2015 | 2024 | 8 | | |
| ||
Alexandre Mérieux | 49 | M | 1 | 04/26/2018 | 2024 | 5 |
|
| | ||
Élisabeth Ourliac | 64 | F | 0 | 12/07/2022 | 2025 | 1 | |
|
| ||
Non-independent director |
|
|
|
|
|
| |||||
Anne-Marie Couderc | 73 | F | 1 | 07/20/2010 | 2024 | 13 |
| | | ||
Vincent Labruyère | 73 | M | 0 | 05/16/2002 | 2026 | 21 | |
|
| ||
Éliane Lemarié, permanent representative of Burelle SA | 78 | F | 1 | 04/09/2009 | 2024 | 14 |
| |
| ||
Paul Henry Lemarié | 76 | M | 1 | 06/26/1987 | 2024 | 36 |
|
|
| ||
Cécile Moutet | 50 | F | 0 | 04/27/2017 | 2026 | 6 |
|
|
| ||
Directors representing employees |
|
|
|
|
|
|
|
| |||
Amandine Chaffois | 43 | F | 0 | 07/04/2019 | 2025 | 4 |
|
|
| ||
Ireneusz Karolak | 64 | M | 0 | 05/23/2019 | 2025 | 4 |
|
|
| ||
Censors |
|
|
|
|
|
|
|
|
|
|
|
Jean Burelle | 84 | M | 1 | 02/17/2021 | 2024 | 3 |
|
|
| ||
Prof. Dr. Bernd Gottschalk | 80 | M | 0 | 07/24/2023 | 2027 | 0.5 |
|
|
| ||
* Number of offices, excluding Compagnie Plastic Omnium SE, held in listed companies. ** Independence within the meaning of the AFEP-MEDEF Code criteria. (1) Director from 1970 to 2021 (2) Director from 2009 to 2023 Member of the Committee Chairman of the Committee |
|
|
|
| Departure | Appointments/Cooptations | Renewal |
---|---|---|---|
Board of Directors | Anne Asensio (04/26/2023) Prof. Dr. Bernd Gottschalk (07/21/2023) | Virginie Fauvel (04/26/2023) Gonzalve Bich (12/06/2023) | Félicie Burelle (04/26/2023) Cécile Moutet (04/26/2023) Vincent Labruyère (04/26/2023) |
Audit Committee |
| Élisabeth Ourliac (04/26/2023) | Vincent Labruyère (02/21/2023) |
Compensation Committee |
| Amandine Chaffois (01/03/2023) |
|
Appointments and CSR Committee |
| Virginie Fauvel (12/06/2023) |
|
Two directors representing the employees have been members of the Board of Directors since 2019. With a particular viewpoint linked to their knowledge of the business, they provide additional insight and enhance the quality of the Board’s discussions through their ability to understand the Group’s interests and define its risks in their capacity as employees. The directors representing the employees enrich the discussions of the Board of Directors in the service of a sustainable and long-term governance of the Company.
Amandine Chaffois, appointed by the France Group Works Council, is the Group’s Vice President Environmental Sustainability.
Ireneusz Karolak, appointed by the European Works Council, is Purchasing Manager in the Clean Energy Systems division, in Poland.
Their terms of office were renewed in 2022 for new three-year terms. Amandine Chaffois and Ireneusz Karolak receive compensation as members of the Board of Directors in accordance with the same distribution rules as the other directors and censors. The components of their compensation as employees are not published.
Laurent Burelle |
|
|
|
Chairman of the Board of Directors of Compagnie Plastic Omnium SE and Chairman and Chief Executive Officer of Burelle SA | |||
NATIONALITY: French | BIOGRAPHY Laurent Burelle is a graduate of the Federal Institute of Technology (ETH) in Zurich, and holds a Master of Science Degree in Chemical Engineering from the Massachusetts Institute of Technology (MIT). He began his career with the Plastic Omnium Group as a production engineer and assistant to the director of the Langres plant. In 1977, he was appointed Chief Executive Officer of Plastic Omnium SA in Valencia (Spain), going on to become Chairman and Chief Executive Officer. He was Director of the Environment Division from 1981 to 1988 before becoming Vice-Chairman and Chief Executive Officer of Compagnie Plastic Omnium in 1988 and then Chairman and Chief Executive Officer in 2001, a position he held until December 31, 2019. On this date, the functions of Chairman of the Board of Directors and Chief Executive Officer were separated. Laurent Burelle has been Chairman of the Board of Directors of Compagnie Plastic Omnium SE since January 1, 2020, and Chairman and Chief Executive Officer of Burelle SA since January 1, 2019. He was Chairman of AFEP (Association Française des Entreprises Privées) from May 2017 to July 2023. Laurent Burelle is also a founder-director of the Jacques Chirac Foundation. He is a Grand Officier de l’Ordre National du Mérite and Commandeur de la Légion d’Honneur. | ||
BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT: 06/18/1981 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 667,142 | |||
|
|
| |
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies and associations |
|
|
|
Burelle SA | Chairman and CEO | | |
Sofiparc | Chairman and member of the Supervisory Committee |
| |
Sofiparc Hotels | Chairman |
| |
Burelle Participations | Director |
| |
Jacques Chirac Foundation (association) | Director – Founder |
|
|
AFEP (association) | Chairman - until July 2023 |
|
|
International companies |
|
|
|
Plastic Omnium Holding (Shanghai) Co. Ltd (China) | Director |
| |
SOGEC 2 (Belgium) | Managing Director |
|
|
Compagnie Financière de la Cascade SA (Belgium) | Chairman of the Board of Directors Managing Director |
|
|
Laurent Favre |
|
|
|
Chief Executive Officer of Compagnie Plastic Omnium SE | |||
NATIONALITY: French | BIOGRAPHY Laurent Favre has an engineering degree from the École Supérieure des Techniques Aéronautiques et de Construction Automobile (ESTACA). He began his career in the automotive industry in Germany. For more than 20 years he has held various positions of responsibility with German automotive equipment suppliers such as ThyssenKrupp (steering systems), ZF (gearboxes and steering columns) and Benteler (structural components), where he was Chief Executive Officer of the Automotive Division. Laurent Favre has been Chief Executive Officer of Compagnie Plastic Omnium SE since January 2020. He has also been Chairman of the Franco-German Economic Club since September 2023. | ||
BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT: 01/01/2020 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 3,870 | |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies AND ASSOCIATIONS |
|
|
|
Plastic Omnium Auto Exteriors | Chairman and CEO |
| |
Plastic Omnium Auto Inergy | Chairman |
| |
Plastic Omnium Finance | Manager |
| |
Plastic Omnium Modules | Chairman |
| |
PO Lighting Systems | Chairman and Chairman of the Supervisory Committee |
| |
Plastic Omnium Software House | Chairman and Chairman of the Supervisory Committee |
| |
Franco-German Economic Club (association) | Chairman |
|
|
International companies |
|
|
|
Plastic Omnium GmbH (Germany) | Manager |
| |
Plastic Omnium New Energies (Belgium) | Director |
| |
Yanfeng Plastic Omnium Automotive Exterior Systems Co. Ltd (China) | Director |
| |
Plastic Omnium Holding (Shanghai) Co. Ltd (China) | Chairman of the Board of Directors |
| |
Plastic Omnium Inc. (United States) | Chairman |
| |
Félicie Burelle |
|
|
|
Managing Director of Compagnie Plastic Omnium SE | |||
NATIONALITY: French | BIOGRAPHY Félicie Burelle graduated from the ESCE Business School and holds a graduate degree in Business-Finance from South Bank University of London and an MBA from the Instituto de Empresa (IE) Business School of Madrid. After beginning her career in the Plastic Omnium Group in 2001 as Accounting Manager of a subsidiary of the Auto Exteriors Division in Spain (Madrid), Félicie Burelle moved on to the Mergers & Acquisitions Department of Ernst & Young Transaction Services in 2005. In 2010, she rejoined Compagnie Plastic Omnium and took over the Strategic Planning and Commercial Coordination Department of the Auto Exteriors Division. She also became member of the Executive Committee of this Division. Félicie Burelle has been a member of the Burelle SA Board of Directors since 2013. In 2015, she was appointed Strategy and Development Director of Compagnie Plastic Omnium SE and has been member of the Executive Committee since then. Appointed Chief Operating Officer of Compagnie Plastic Omnium SE on January 1, 2018, Félicie Burelle has been Managing Director since January 1, 2020. | ||
BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT: 04/27/2017 END OF CURRENT TERM: 2026 SHARES HELD AT 12/31/2023: 900 | |||
|
|
| |
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies |
|
|
|
Burelle SA | Director | | |
Burelle Participations | Director |
| |
CIC Lyonnaise de Banque | Director |
|
|
Plastic Omnium Software House | Member of the Supervisory Committee |
| |
Bouygues S.A. | Director | |
|
International companies |
|
|
|
Compagnie Financière de la Cascade SA (Belgium) | Director |
|
|
Plastic Omnium New Energies (Belgium) | Director |
| |
GONZALVE BICH |
|
|
|
---|---|---|---|
Chief Executive Officer of Bic Group | |||
NATIONALITIES: American & French
BUSINESS ADDRESS: BIC 12 boulevard Victor Hugo 92110 Clichy FIRST APPOINTMENT: 12/06/2023 END OF CURRENT TERM: 2024
| BIOGRAPHY Gonzalve Bich is a graduate of Harvard University where he obtained a Bachelor of Arts in History in 2001. He began his career in management consulting at Deloitte, then joined the BIC group in 2003. Over the next fifteen years, he held regional and international positions in Human Resources, Marketing, Innovation and Business Operations. In 2018, he was appointed Chief Executive Officer of BIC SA. Gonzalve Bich is also Chairman of Enactus, a platform that aims to inspire tomorrow's leaders to use innovation and business organization to create a better and more sustainable world. Gonzalve Bich sits on the international advisory board of EDHEC, a French business school. | ||
Companies and associations | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies |
|
|
|
BIC SA | Chief Executive Officer and Director | |
|
BIC International Development SAS | Chairman |
|
|
EDHEC Business School | Director (International Advisory Board) |
|
|
Foreign companies and associations |
|
|
|
Cello Writing Instruments & Containers Pvt Ltd (India) | Director |
|
|
Cello Pens Pvt Ltd (India) | Director |
|
|
Pentek Pens & Stationery Pvt Ltd (India) | Director |
|
|
BIC - Cello Exports Pvt Ltd (India) | Director |
|
|
BIC UK Ltd (Great Britain) | Director |
|
|
BIC International Co. (United States) | Chairman Chief Operating Officer and Director |
|
|
Enactus Global (United States) | Chairman of the Board and Director |
|
|
Stewardship Foundation (Switzerland) | Director |
|
|
Martina Buchhauser |
|
|
|
Senior Advisor and Member of the Board of Directors of H&Z Management Consulting | |||
NATIONALITY: German | BIOGRAPHY Having graduated with a Bachelor of Science in Business Management and a Master of Science in Management from Stanford University (United States), Martina Buchhauser began her career in 1985 at General Motors in the United States, then held various management and executive positions at Opel / General Motors, MAN and BMW, where she acquired a comprehensive knowledge of the automotive industry and its developments. In 2017, she was appointed Purchasing Director of Volvo Cars and member of the Executive Committee. Since 2021, she has been Senior Advisor for H&Z Management Consulting in Germany, a company specializing in strategy, purchasing and sustainable development. She is an independent director of Gränges AB in Sweden. | ||
BUSINESS ADDRESS: H&Z Management Consulting Max-Joseph-Strasse 6 80333 Munich - Germany FIRST APPOINTMENT: 04/21/2022 END OF CURRENT TERM: 2025 SHARES HELD AT 12/31/2023: 900
| |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
International companies |
|
|
|
Volvo Car Corporation (Sweden) | Member of the Management Board | |
|
GV Automobile Technology (Ningbo) Co. Ltd (China) | Director |
|
|
H&Z Management Consulting | Senior Advisor |
|
|
Gränges AB | Non-Executive Director of the Board | |
|
NextSource Materials Inc. (Canada) | Member of the Board of Directors since December 2023 | |
|
Sono Motors (Germany) | Chairwoman of the Supervisory Board - Until April 2023 | |
|
Anne-Marie Couderc |
|
|
|
Chairwoman of the Board of Directors of Air France KLM | |||
NATIONALITY: French | BIOGRAPHY After starting her professional career in 1973 as an attorney in Paris, Anne-Marie Couderc joined the Hachette Group in 1982 as Deputy Corporate Secretary. She then became the Group’s Deputy Chief Executive Officer in 1993. A Paris city councilor, then Deputy Mayor and member of Parliament for Paris, she was appointed Secretary of State for Employment in the office of the Prime Minister in 1995, then Minister attached to the Ministry of Labor and Social Affairs with responsibility for Employment until 1997. At the end of 1997, Anne-Marie Couderc was appointed Chief Executive Officer of Hachette Filipacchi Associés and, from 2006 to 2010, General Secretary of Lagardère Active (press and audiovisual activities). From 2011 to 2017, she was Chairwoman of the Presstalis group (press distribution business). Anne-Marie Couderc has been Chairwoman of the Board of Directors of Air France-KLM since 2018. Anne-Marie Couderc is an Officier de la Légion d’Honneur and an Officier de l’Ordre national du Mérite. | ||
BUSINESS ADDRESS: Air France KLM 7, rue du Cirque 75008 Paris FIRST APPOINTMENT: 07/20/2010 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 1,350 | |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies and foundations |
|
|
|
Air France KLM | Chairwoman of the Board of Directors | |
|
Air France | Chairwoman of the Board of Directors |
|
|
Transdev | Director Member of the Audit Committee Member of the CSR Committee |
|
|
Ramsay – Générale de Santé | Director Chairwoman of the Compensation Committee Member of the Audit and Risk Committee |
|
|
C.E.S.E | Member |
|
|
Veolia Foundation | Director |
|
|
VIRGINIE FAUVEL |
|
|
|
Chairwoman and Chief Executive Officer of the Harvest Group | |||
NATIONALITY: French | BIOGRAPHY An engineer by training, a graduate of the École des Mines de Nancy, Virginie Fauvel began her career at Cetelem in 1997 where she worked in risk forecasting. There, she discovered the world of digital technology and its ability to change industry and the economy. In 2008, Virginie Fauvel took over the management of online banking and created Hellobank!. In 2013, she joined Allianz as a member of the Management Committee, where she led a digital transformation, before joining the Management Board of Euler Hermes in 2018. In 2020, she became CEO of Harvest, TechForFin specializing in wealth management, and thus succeeded the founders of this digital sector company. | ||
BUSINESS ADDRESS: Harvest 5 rue de la Baume 75008 Paris FIRST APPOINTMENT: 04/26/2023 END OF CURRENT TERM: 2026 SHARES HELD AT 12/31/2023: 900 | |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies |
|
|
|
Harvest SAS | Chairwoman and CEO | |
|
Pernod Ricard | Director Member of the Strategy Committee | |
|
Financière Winnipeg
| Chairwoman and CEO |
|
|
Creadev International SAS | Director |
|
|
Medef | Co-Chairwoman of the Innovation and Digital Commission |
|
|
Numeum | Director |
|
|
Les Transformers | Vice-Chairwoman |
|
|
Vincent Labruyère |
|
|
|
Chairman of the Labruyère Group | |||
NATIONALITY: French | BIOGRAPHY An engineering graduate of ETH Zurich (Swiss Federal Institute of Technology), Vincent Labruyère started his professional career in 1976 with Établissements Bergeaud Mâcon, a subsidiary of Rexnord Inc. USA, manufacturers of equipment for production processes. In 1981, he became head of Imprimerie Perroux, a printer of checkbooks and bank forms, which he diversified in 1985 by creating DCP Technologies, a subsidiary specializing in credit card manufacture and encoding. In 1989, he founded the SPEOS Group, specialized in desktop publishing and electronic archiving of management documents and the manufacture of means of payment, which he sold to the Belgian Post Office in 2001. Vincent Labruyère became Chief Executive Officer and later Chairman of the Management Board and subsequently Chairman of the Supervisory Board of the Labruyère Group, a family-owned company operating vineyards in France and the United States, which also operates in commercial real estate, hotels and growth capital in France and abroad. | ||
BUSINESS ADDRESS: Groupe Labruyère 70, avenue Édouard-Herriot 71009 Mâcon FIRST APPOINTMENT: 05/16/2002 END OF CURRENT TERM: 2026 SHARES HELD AT 12/31/2023: 12,932 | |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies |
|
|
|
Groupe Labruyère | Chairman of the Supervisory Board |
|
|
Société Financière du Centre | Chairman |
|
|
SC Domaine Jacques Prieur Meursault | Manager |
|
|
Éliane Lemarié, permanent representative of Burelle SA |
|
| |
Director of Burelle SA | |||
NATIONALITY: French | BIOGRAPHY After graduating with a Master’s degree in English from the University of Paris-Sorbonne and graduating from IEP Paris, Éliane Lemarié devoted her professional career to the corporate information and communication sector. She began her career as a journalist and copy editor in various written press publications as part of the Permanent Assembly of Chambers of Commerce and Industry (APCCI) from 1969 to 1975. In 1976, she was hired by SOGEC to set up and develop a Public Relations, Media Relations and Publishing Department, a position she held until 1983. In 1983, she founded and developed IRMA Communication, a corporate communications consultancy with a client roster of French and international companies listed in Paris, New York and Mumbai, serving as Chairwoman and Chief Executive Officer until 2010. | ||
BUSINESS ADDRESS: Burelle SA 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT OF BURELLE SA AS A DIRECTOR: 06/26/1987 FIRST APPOINTMENT OF MS. ÉLIANE LEMARIÉ AS PERMANENT REPRESENTATIVE OF BURELLE SA: 04/09/2009 EXPIRY OF THE TERM OF OFFICE OF BURELLE SA: 2024 SHARES HELD AT 12/31/2023: BY MS. ÉLIANE LEMARIÉ: 235,996 | |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies |
|
|
|
Burelle SA | Director | | |
Sofiparc | Member of the Supervisory Committee |
| |
Union Industrielle | Chairwoman of the Supervisory Board |
|
|
AGB Assurances | Member of the Supervisory Board |
|
|
Sofras Conseil | Member of the Supervisory Committee |
|
|
International companies |
|
|
|
SOGEC 2 (Belgium) | Managing Director |
|
|
Garamond (Belgium) | Director |
|
|
Paul Henry Lemarié |
|
|
|
Chairman of the Board of Directors of Burelle Participations | |||
NATIONALITY: French | BIOGRAPHY Paul Henry Lemarié holds a doctorate in physics from University of Paris-Orsay and a post-graduate degree (Diplôme d'Études Approfondies (DEA)) in Management and Finance from University of Paris-Dauphine. After completing a doctorate in physics at CEA, he began his career in the Finance Department of Paribas bank in 1973. He then joined Sofresid, an engineering group (steel, mining, offshore), before moving to the Plastic Omnium Group in 1980 as Head of the 3P (Performance Plastics Products) Division. In 1985, he became Chairman of the Automotive Division. In 1987, he was appointed Chief Operating Officer of Compagnie Plastic Omnium SE, then Chief Executive Officer in 1988 and Managing Director from 2001 to December 31, 2019. He was appointed Chief Executive Officer of Burelle SA in April 1989, then Managing Director from 2011 until December 31, 2020. Paul Henry Lemarié was Chairman and Chief Executive Officer of Burelle Participations from July 2021 to December 31, 2023, then became Chairman of the Board of Directors on January 1, 2024. | ||
BUSINESS ADDRESS: Burelle Participations 42, rue Paul-Vaillant Couturier 92300 Levallois-Perret FIRST APPOINTMENT: 06/26/1987 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 315,900 | |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies |
|
|
|
Burelle Participations | Chairman and Chief Executive Officer until December 2023 Chairman of the Board of Directors |
| |
Burelle SA | Director | | |
Sofiparc | Member of the Supervisory Committee |
| |
International company |
|
|
|
Garamond (Belgium) | Director |
|
|
Lucie Maurel Aubert |
|
|
|
Chairwoman of the Board of Directors of Rothschild Martin Maurel/Vice-Chairwoman of the Supervisory Board of Rothschild & Co | |||
NATIONALITY: French | BIOGRAPHY After starting her professional career in 1985 as a business attorney in the law firm Gide Loyrette Nouel, Lucie Maurel Aubert joined, in 2002, the family bank Martin Maurel of which she has been a director since 1999. In 2007, Lucie Maurel Aubert was appointed Managing Director of Compagnie Financière Martin Maurel, followed by Vice-Chairwoman and Managing Director in 2011. In 2013, she was appointed Chief Executive Officer of Banque Martin Maurel. From 2020 to 2023, Lucie Maurel Aubert has been Vice-Chairwoman of the Supervisory Board of Rothschild & Co and Chairwoman of the CSR Committee. Since 2023, Lucie Maurel Aubert has been Chairwoman of the Board of Directors of Rothschild Martin Maurel. Lucie Maurel Aubert is a Chevalier de la Légion d’Honneur and Officier de l'Ordre National du Mérite. | ||
BUSINESS ADDRESS: Rothschild Martin Maurel 29, avenue de Messine 75008 Paris FIRST APPOINTMENT: 12/15/2015 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 910 | |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies and associations |
|
|
|
Rothschild Martin Maurel | Chairwoman of the Board of Directors |
|
|
Rothschild & Co | Vice-Chairwoman of the Supervisory Board |
|
|
Association Française des Banques | Vice-Chairwoman |
|
|
SNEF | Director |
|
|
Robertet | Director |
|
|
STEF-TFE | Director until April 2023 |
|
|
Rothschild Martin Maurel et Associés | Vice-Chairwoman until December 2023 |
|
|
Festival d'art lyrique d'Aix-en-Provence | Vice-Chairwoman until June 2023 |
|
|
Alexandre Mérieux |
|
|
|
Executive Chairman of bioMérieux |
|
|
|
NATIONALITY: French | BIOGRAPHY Alexandre Mérieux graduated from the University of Lyon with a degree in biology and from HEC Montreal Business School. From 1999 to 2004, Alexandre Mérieux was responsible for marketing in the United States and Europe at Silliker Group Corporation, then Director of Marketing and Business Unit Head. He has held various operational positions within bioMérieux. He was Managing Director in 2014 after having headed the Industrial Microbiology unit between 2005 and 2011, and Director of the Microbiology unit between 2011 and 2014. He was Chairman and Chief Executive Officer of bioMérieux from December 2017 to 2023. On July 1, 2023, he passed on the General Management of bioMérieux and remained Executive Chairman of the company. Alexandre Mérieux is also Vice-Chairman of the Institut Mérieux and Chairman of Mérieux Développement. In addition, he chairs the Board of Directors at Mérieux NutriSciences. | ||
BUSINESS ADDRESS: bioMérieux 376, chemin de l’Orme 69280 Marcy l’Étoile FIRST APPOINTMENT: 04/26/2018 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 1,000 | |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies and foundations |
|
|
|
bioMérieux SA | Executive Chairman and Director | |
|
Institut Mérieux | Vice-Chairman, Managing Director and director |
|
|
Finance Senior Mendel SAS | Representative of Mérieux Participation 2, director |
|
|
Christophe et Rodolphe Mérieux Foundation | Director |
|
|
Mérieux Foundation | Director |
|
|
Mérieux Développement SAS | Chairman |
|
|
Mérieux Equity Partners | Director |
|
|
Compagnie Mérieux Alliance | Chief Executive Officer |
|
|
SCI ACCRA | Manager |
|
|
Jacques Chirac Foundation | Director |
|
|
International company |
|
|
|
Mérieux NutriSciences Corporation (USA) | Chairman |
|
|
Cécile Moutet |
|
|
|
Director of Compagnie Plastic Omnium SE | |||
NATIONALITY: French | BIOGRAPHY Cécile Moutet has a Specialized Master’s degree in Market Research and Marketing Management from NEOMA Business School (formerly ESC Rouen) and from the Institut Européen des Affaires. She started her career as a communication consultant in the IRMA Communication agency, where she assumed the responsibility of the Client Division, designed press relations campaigns of various groups and organized public relations events. Between 2006 and 2008, Cécile Moutet was self-employed in Spain as a communication consultant. In 2009 and 2010, Cécile Moutet worked at IRMA Communication (which became Cap & Cime PR in 2010) and coordinated various consulting assignments. | ||
BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT: 04/27/2017 END OF CURRENT TERM: 2026 SHARES HELD AT 12/31/2023: 8,160 | |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
International company |
|
|
|
Financière Protea SA (Belgium) | Director |
|
|
Élisabeth Ourliac |
|
| |
Chairwoman of Toulouse School of Management | |||
NATIONALITY: French | BIOGRAPHY Élisabeth Ourliac is a graduate of the Grande Ecole Program of Toulouse Business School, has a law degree from the University of Toulouse and holds a diploma from the Franco-German Chamber of Commerce and the Executive Program from Stanford University School of Business. Élisabeth Ourliac started her career in an audit firm, and then joined Airbus in 1983. After holding several positions of responsibility within the Finance Department, she became Director of Audit in 2000 and then Director of Audit and Risk Management until 2007. In 2008, Élisabeth Ourliac became Director of Commercial Aircraft Business Strategy, where she participated in the establishment of the Airbus final assembly plant on the American continent. From 2016 to 2022, Élisabeth Ourliac has been Vice-President Strategy at Airbus. Élisabeth Ourliac is also Chairwoman of the Board of Directors of the Toulouse School of Management and a member of the Board of Directors of the International Women Forum. Élisabeth Ourliac is a Chevalier de la Légion d’Honneur and an Officier de l'Ordre National du Mérite. | ||
BUSINESS ADDRESS: Toulouse School of Management 2 rue du Doyen Gabriel Marty 31042 Toulouse Cedex 9 FIRST APPOINTMENT: 12/07/2022 END OF CURRENT TERM: 2025 SHARES HELD AT 12/31/2023: 900 | |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies |
|
|
|
Toulouse School of Management | Chairwoman of the Board of Directors |
|
|
Toulouse Business School Foundation | Director until 2023 |
|
|
International companies |
|
|
|
International Women Forum (USA) | Director |
|
|
Amandine Chaffois |
|
Director representing the employees of Compagnie Plastic Omnium SE | |
NATIONALITY: French | BIOGRAPHY Amandine Chaffois is a graduate engineer from the Institut National des Sciences Appliquées in Lyon and holds a Diploma of Higher Specialized Studies in Purchasing from the Institut d’Administration des Entreprises de Lyon from which she graduated at the top of her class. She joined the Plastic Omnium Group in 2004 as part of her end-of-studies internship in the Exterior Systems business line in the Plastic Omnium Industries Division. She then held various positions in the purchasing departments in France, Brazil and the United States. Appointed Director of Launches for Europe in September 2018, then Innovation Director for the Exterior Systems business line, Amandine Chaffois has been Group VP Environmental Sustainability since October 1, 2021. The term of office of Amandine Chaffois as employee director of Compagnie Plastic Omnium SE was renewed for a further three years by the France Group Works Council on July 6, 2022. |
BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT: 07/04/2019 END OF CURRENT TERM: 2025 |
Ireneusz Karolak | |
Director representing the employees of Compagnie Plastic Omnium SE | |
NATIONALITY: Polish | BIOGRAPHY Ireneusz Karolak graduated in romance philology from the Marie Curie University – Skłodowska in Lublin. After starting his career in teaching and research and as a certified translator in French and Spanish, he graduated with a Master’s degree in Management and International Business from the École des Hautes Études Commerciales in Lille in 1994. He joined the Plastic Omnium Group in 1999, where he successively held the positions of Quality Auditor and Quality Manager. He is currently Purchasing Manager of the Lublin site in Poland within the Clean Energy Systems division. The term of office of Ireneusz Karolak as employee director of Compagnie Plastic Omnium SE was renewed for a further three years by the European Works Council on June 9, 2022. |
BUSINESS ADDRESS: Plastic Omnium Auto Inergy Ul. Budowlana, 28 PL 20 - 469 Lublin, FIRST APPOINTMENT: 05/23/2019 END OF CURRENT TERM: 2025 |
Pursuant to Article 17 of the bylaws, the Board of Directors may appoint one or more censors. Their term of office is three years, renewable.
Censors are invited to the meetings of the Board of Directors and take part in the deliberations in an advisory capacity. They may be consulted by the Chairman of the Board of Directors on the Group’s strategic orientations and, more generally, on all subjects concerning the organization or development of the Company. Committee Chairmen may also request their opinions on subjects falling within their respective areas of responsibility.
Their absence does not affect the validity of the deliberations of the Board of Directors.
Compagnie Plastic Omnium SE currently has two censors: Mr. Jean Burelle, who brings to the Board of Directors his in-depth knowledge of the Group and the international environment, and Prof. Dr. Bernd Gottschalk, who contributes in particular to the Board of Directors’ discussions on the changing automotive market as well as on environmental challenges related to the Group’s activities.
Jean Burelle | |||
Censor and Honorary Chairman of Compagnie Plastic Omnium SE | |||
NATIONALITY: French | BIOGRAPHY Jean Burelle is a graduate of the Federal Institute of Technology (ETH) in Zurich, and holds an MBA from Harvard Business School. He started his career in 1966 with L’Oréal and left for the Plastic Omnium Group in 1967 as Department Director. In 1986, he was appointed Executive Vice-President, and in 1987 became Chairman and Chief Executive Officer, a position that he occupied until June 30, 2001. Jean Burelle was a director of Compagnie Plastic Omnium SE from 1970 to 2021. He has been Honorary Chairman since July 1, 2001. From July 1, 2001 to December 31, 2018, Jean Burelle was Chairman and Chief Executive Officer of Burelle SA, of which he was a director until December 2023. He was also a member of the Supervisory Board of Soparexo SCA until June 2023. Since December 2023, Jean Burelle has been Honorary Chairman of Burelle SA. Jean Burelle was the Chairman of MEDEF International from November 2005 until May 2016, when he became Honorary Chairman and director. From 1977 to 2009, he was a director of Essilor International and Chairman of the Directors Committee. Jean Burelle is an Officier of the Légion d’Honneur and an Officier de l’Ordre National du Mérite. | ||
BUSINESS ADDRESS: Burelle SA 1, allée Pierre Burelle 92300 Levallois-Perret FIRST APPOINTMENT: 02/17/2021 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 416,378 | |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
French companies and foundations |
|
|
|
Burelle SA | Honorary Chairman since December 2023 Director until December 2023 | | |
Burelle Participations | Director |
| |
Sofiparc | Member of the Supervisory Committee |
| |
MEDEF International | Honorary Chairman Director |
|
|
Association pour le Rayonnement de l’Opéra National de Paris (AROP) | Director |
|
|
Soparexo SCA | Member of the Supervisory Committee |
|
|
International companies |
|
|
|
SOGEC 2 SA (Belgium) | Chairman of the Board of Directors Managing Director |
|
|
Financière Protea SA (Belgium) | Chairman of the Board of Directors Managing Director |
|
|
Prof. Dr. Bernd Gottschalk |
|
|
|
Founder and Chairman of AutoValue GmbH | |||
NATIONALITY: German | BIOGRAPHY Holder of a doctorate in economics, Prof. Dr. Bernd Gottschalk studied economics at the University of Hamburg and the University of Saarbrücken, then at Stanford (California). He began his career in Finance at Daimler Benz AG Group, and then became Plant Manager, before being appointed Chairman of Mercedes-Benz do Brasil. In 1992, he was appointed to the Executive Committee of the Daimler Benz AG Group, Global Vice-President of the Commercial Vehicles Division. In 1997, Prof. Dr. Bernd Gottschalk was appointed Chairman of the Federation of German Automotive Industry (VDA) and, in 2007, created AutoValue GmbH, an automotive consultancy that he has headed since that date. | ||
BUSINESS ADDRESS: AutoValue GmbH Feldbergstraße 51 FIRST APPOINTMENT: 07/21/2023 END OF CURRENT TERM: 2027 SHARES HELD AT 12/31/2023: 2,400 | |||
Companies | Positions and offices held | Listed company | Group company Plastic Omnium/Burelle SA |
International companies |
|
|
|
AutoValue GmbH (Germany) | Chairman |
|
|
Schaeffler AG (Germany) | Director, member of the Appointments Committee |
|
|
Bentler international AG (Austria) | Director |
|
|
Aeye Inc. (United States) | Director Member of the Audit Committee Chairman of the Appointments and Governance Committee |
|
|
Jost Werke AG (Germany) | Director, Deputy Chairman, member Committee until 2023 | |
|
Ms. Anne Asensio, director since 2011, did not wish to seek renewal of her term of office; the General Meeting of Shareholders of April 26, 2023 took note of this decision.
The General Meeting of Shareholders of April 26, 2023 renewed for three years the terms of office of Ms. Félicie Burelle, a director of Compagnie Plastic Omnium SE since 2017, Ms. Cécile Moutet, a director of Compagnie Plastic Omnium SE since 2017, and Mr. Vincent Labruyère, a director of Compagnie Plastic Omnium SE since 2002.
The General Meeting of Shareholders of April 26, 2023 ratified the co-option by the Board of Directors on December 7, 2022 of Ms. Élisabeth Ourliac as a director.
The General Meeting of Shareholders of April 26, 2023 appointed Ms. Virginie Fauvel as director for the statutory term of three years, i.e. until the General Meeting of Shareholders called in 2026 to approve the financial statements for the 2025 fiscal year.
Having reached the age limit set in the Internal Rules, Prof. Dr. Bernd Gottschalk, a director of Compagnie Plastic Omnium SE since 2009, was appointed censor by the Board of Directors on July 21, 2023.
On the recommendation of the Appointments and CSR Committee, the Board of Directors decided, at its meeting of December 6, 2023 and following the appointment of Prof. Dr. Bernd Gottschalk as censor, to co-opt Mr. Gonzalve Bich as a director for the remainder of his predecessor’s term of office, i.e. until the General Meeting of Shareholders called in 2024 to approve the financial statements for the 2023 fiscal year, subject to ratification by the next General Meeting of Shareholders.
The terms of office of Mr. Laurent Burelle, Mr. Laurent Favre, Mr. Paul Henry Lemarié, Burelle SA represented by Ms. Éliane Lemarié, Mr. Gonzalve Bich, Ms. Anne-Marie Couderc, Ms. Lucie Maurel Aubert and Mr. Alexandre Mérieux will expire at the close of the General Meeting of Shareholders of April 24, 2024.
Non-renewal of the term of office of a director: Burelle SA represented by Ms. Éliane Lemarié
Since Burelle SA, a director of Compagnie Plastic Omnium SE since 1987, represented by Ms. Éliane Lemarié since 2009, does not wish to seek renewal of its term of office, the Board wishes to express its sincere gratitude for the quality of its contribution during its term of office. The Board thanks Ms. Éliane Lemarié for her commitment and involvement in the Board’s discussions.
Ratification of the co-option of Mr. Gonzalve Bich as a director
The General Meeting of Shareholders of April 24, 2024 is asked (i) to ratify the co-option made by the Board of Directors of Mr. Gonzalve Bich as a director, replacing Prof. Dr. Bernd Gottschalk, and (ii) to renew this term of office which has expired.
With a Bachelor of Arts in History from Harvard University, Mr. Gonzalve Bich joined the BIC Group in 2003, before taking over the management of Career Development and later of marketing in the Shavers department. From 2008 to 2012, he was responsible for Northern Europe. In 2012, he became Chief Operating Officer, in charge of the Middle East, Africa, Oceania and Asia-Pacific. He was promoted to Chief Executive Officer of Growth Markets (including Latin America) in July 2013. In April 2016, he became Head of Consumer Business Operations at BIC. He was Managing Director from June 2016 to May 2018, before becoming Chief Executive Officer of BIC SA.
With French and American nationalities, Mr. Gonzalve Bich brings to the Board his knowledge of industry, his international outlook, his expertise in Human Resources and his knowledge of new technologies.
After analysis with regard to the independence criteria mentioned in the AFEP-MEDF Code, the Board of Directors concluded that Mr. Gonzalve Bich qualified as an independent director.
On the recommendation of the Appointments and CSR Committee, it is proposed that the terms of office as a director are renewed for a period of three years for Mr. Laurent Burelle, Mr. Laurent Favre, Mr. Gonzalve Bich, Ms. Anne-Marie Couderc, Mr. Paul Henry Lemarié, Ms. Lucie Maurel Aubert and Mr. Alexandre Mérieux.
Mr. Laurent Burelle has been a director of Compagnie Plastic Omnium SE since June 1981. He began his career with the Plastic Omnium Group as a production engineer and assistant to the director of the Langres plant. In 1977, he was appointed Chief Executive Officer and then Chairman and Chief Executive Officer of Plastic Omnium SA in Valencia, Spain. He was Director of the Environment Division from 1981 to 1988 before becoming Vice-Chairman and Chief Executive Officer of Compagnie Plastic Omnium in 1988 and then Chairman and Chief Executive Officer in 2001, a position he held until December 31, 2019. On this date, the functions of Chairman of the Board of Directors and Chief Executive Officer were separated. Mr. Laurent Burelle has been Chairman of the Board of Directors of Compagnie Plastic Omnium SE since January 1, 2020, and Chairman and Chief Executive Officer of Burelle SA since January 1, 2019. He was Chairman of the Association Française des Entreprises Privées (AFEP) from May 2017 to July 2023. Mr. Laurent Burelle is also a founder-director of the Jacques Chirac Foundation.
Mr. Laurent Burelle brings to the Board his in-depth knowledge of governance issues to meet the growing expectations of stakeholders. His in-depth knowledge of the Company and its model, which has shaped the Group’s success over the years, are valuable assets. Mr. Laurent Burelle pays close attention to ensuring that social and environmental challenges are at the heart of Compagnie Plastic Omnium SE’s commitments and also ensures that its culture and values are perpetuated and concretely reflected in both the Company's policy and its practices.
Over the 42 years of his term of office as a director, Mr. Laurent Burelle attended 100% of meetings of the Board of Directors.
Mr. Laurent Favre has been a director of Compagnie Plastic Omnium SE since January 2020. Prior to joining the Plastic Omnium Group, he had spent his career in the automotive industry in Germany, where he held various positions of responsibility within leading automotive equipment manufacturers such as ThyssenKrupp (steering systems), ZF (transmissions and steering columns) and Benteler (structural components), where he was Chief Executive Officer of the Automotive Division. Mr. Laurent Favre has been Chief Executive Officer of Compagnie Plastic Omnium SE since January 1, 2020.
Mr. Laurent Favre brings to the Board his vision for the development and operations of Compagnie Plastic Omnium SE, taking into consideration the long-term interests of the Company and its shareholders. His knowledge of industrial challenges in the automotive sector, his varied experience acquired in Germany and his strategic vision focused on innovation represent a major contribution to the Board’s discussions and decisions, particularly those relating to the definition of strategy.
Over the four years of his term of office as a director, Mr. Laurent Favre attended 100% of meetings of the Board of Directors.
Mr. Paul Henry Lemarié has been a director of Compagnie Plastic Omnium SE since June 1987. He entered the engineering group Sofresid (steel industry, mining, offshore) and joined the Plastic Omnium Group in 1980 as Director of the 3P Division – Performance Plastics Products. In 1985, he became Chairman of the Automotive Division. In 1987 he was appointed Chief Operating Officer of Compagnie Plastic Omnium, then Chief Executive Officer in 2001 and Managing Director from 2001 to December 2019. He was appointed Chief Executive Officer of Burelle SA in April 1989, then Managing Director from 2011 until December 2020. Paul Henry Lemarié was Chairman and Chief Executive Officer of Burelle Participations from July 2021 to December 31, 2023, then became Chairman of the Board of Directors on January 1, 2024.
The Board of Directors will be able to count on his commitment, experience and expertise. His in-depth knowledge of the Company, its environment and the automotive market is a major asset in the Board’s discussions and decisions. Mr. Paul Henry Lemarié is also very committed to the Plastic Omnium Group's values and the transmission of its culture.
Over the 36 years of his term of office as a director, Mr. Paul Henry Lemarié attended 100% of meetings of the Board of Directors.
Mr. Gonzalve Bich has been a director of Compagnie Plastic Omnium SE since December 2023, following his co-option to replace Prof. Dr. Bernd Gottschalk (see above).
Ms. Anne-Marie Couderc has been a director of Compagnie Plastic Omnium SE since July 2010. She has been Chairwoman of the Appointments and CSR Committee since 2014 and a member of the Compensation Committee since 2013. After beginning her professional career in 1973 as an attorney in Paris, Ms. Anne-Marie Couderc joined the Hachette Group in 1982 as Deputy Corporate Secretary. She then became the Group’s Deputy Chief Executive Officer. A Paris city councilor, then Deputy Mayor and member of Parliament for Paris, she was appointed Secretary of State for Employment in the office of the Prime Minister in 1995, then Minister attached to the Ministry of Labor and Social Affairs with responsibility for Employment until 1997. At the end of 1997, Anne-Marie Couderc was appointed Chief Executive Officer of Hachette Filipacchi Associés and, from 2006 to 2010, General Secretary of Lagardère Active (press and audiovisual activities). From 2011 to 2017, she was Chairwoman of the Presstalis group (press distribution business). Anne-Marie Couderc has been Chairwoman of the Board of Directors of Air France since 2018.
Ms. Anne-Marie Couderc, very involved in the work of the Compensation Committee and the Appointments and CSR Committee, which she chairs, brings to the Board her Senior Executive experience in the industry sector, her knowledge of governance issues and her experience in the legal field.
Over the 13 years of her term as a director, Ms. Anne-Marie Couderc attended 94% of meetings of the Board of Directors, 100% of meetings of the Compensation Committee and 100% of meetings of the Appointments and CSR Committee, of which she is Chairwoman.
Ms. Lucie Maurel Aubert has been a director of Compagnie Plastic Omnium SE since December 2015. She has been Chairwoman of the Audit Committee since 2022 and a member of the Appointments and CSR Committee since 2019. She began her professional career in 1985 as a business attorney at Gide Loyrette Nouel. She joined the family bank Martin Maurel, where she has been a director since 1999. Appointed Managing Director of Compagnie Financière Martin Maurel in 2007, then Vice-Chairwoman and Managing Director in 2011, Chief Executive Officer of Banque Martin Maurel in 2013 and Vice-Chairwoman of Rothschild Martin Maurel et Associés in 2017, Ms. Lucie Maurel Aubert is, at the date of this document, Chairwoman of the Board of Directors of Rothschild Martin Maurel.
Ms. Lucie Maurel Aubert exercises her office as independent director with a great deal of commitment and freedom of judgment. She brings to the Board her recognized financial expertise, combined with a dynamic and entrepreneurial vision of business. She makes an active contribution, particularly in her capacity as Chairwoman of the Audit Committee, to the development of a sustainable business model based on both economic, environmental and societal excellence.
Over the eight years of her term as a director, Ms. Lucie Maurel Aubert attended 100% of meetings of the Board of Directors, 100% of meetings of the Audit Committee, of which she is Chairwoman, and 100% of meetings of the Appointments and CSR Committee.
Mr. Alexandre Mérieux has been a director of Compagnie Plastic Omnium SE since April 2018 and Chairman of the Compensation Committee since 2022. He was responsible for marketing in the United States and Europe at Silliker Group Corporation, then Director of Marketing and Business Unit Director until 2004. He has held various operational positions within bioMérieux. Managing Director since 2014 after having headed the Industrial Microbiology unit between 2005 and 2011, and the Microbiology unit between 2011 and 2014. He was Chairman and Chief Executive Officer of bioMérieux from December 2017 to 2023. On July 1, 2023, he passed on the General Management of bioMérieux and remained Executive Chairman of the company. Alexandre Mérieux is also Vice-Chairman of the Institut Mérieux and Chairman of Mérieux Développement. In addition, he chairs the Board of Directors at Mérieux NutriSciences.
Mr. Alexandre Mérieux, an independent director who is very involved in the work of the Compensation Committee. The Board benefits from his experience as an executive corporate officer of a large international group. His scientific skills and his expertise in research and innovation acquired during his career in the pharmaceutical industry are valuable assets for the Board.
Over the five years of his term of office as director, Mr. Alexandre Mérieux attended 88% of meetings of the Board of Directors and 100% of meetings of the Compensation Committee, of which he is Chairman.
On February 21, 2024, the Board of Directors duly noted the resignation of Ms. Martina Buchhauser as a director of Compagnie Plastic Omnium SE for personal reasons, effective April 24, 2024.
Subject to the approval of the resolutions submitted to the vote of the General Meeting of Shareholders to be held on April 24, 2024, at the end of this General Meeting of Shareholders, the Board of Directors of Compagnie Plastic Omnium SE will be composed of 14 members. The percentage of independent directors will be 42% and the percentage of women, 50%, with directors representing the employees not being taken into account in calculating these rates.
The composition of the Committees of the Board of Directors would be as follows:
| Age | Male/Female | Independent director | Audit Committee | Compensation Committee | Appointments and CSR Committee |
---|---|---|---|---|---|---|
Laurent Burelle | 74 | M |
|
|
|
|
Laurent Favre | 52 | M |
|
|
|
|
Félicie Burelle | 44 | F |
|
|
|
|
Gonzalve Bich | 45 | M | |
|
|
|
Amandine Chaffois | 43 | F |
|
| |
|
Anne-Marie Couderc | 74 | F |
|
| | |
Virginie Fauvel | 49 | F | |
|
| |
Ireneusz Karolak | 64 | M |
|
|
|
|
Vincent Labruyère | 73 | M |
| |
|
|
Paul Henry Lemarié | 77 | M |
|
|
|
|
Lucie Maurel Aubert | 62 | F | | |
| |
Alexandre Mérieux | 50 | M | |
| |
|
Cécile Moutet | 51 | F |
|
|
|
|
Élisabeth Ourliac | 64 | F | | |
|
|
Independence within the meaning of the AFEP-MEDEF Code criteria Member of the Committee Chairman of the Committee |
|
|
|
|
Within the scope of the law and the rights and duties of directors as defined in the Internal Rules of the Board of Directors of Compagnie Plastic Omnium SE and in accordance with the AFEP-MEDEF Code, directors and Censors are subject to compliance with the rules applicable to the situation of conflict of interest and stock exchange Code of Ethics.
Mr. Laurent Burelle, Mr. Jean Burelle and Ms. Éliane Lemarié are brothers and sister, Mr. Paul Henry Lemarié is the husband of Ms. Éliane Lemarié.
Ms. Félicie Burelle is the daughter of Mr. Laurent Burelle.
Ms. Cécile Moutet is the daughter of Mr. Jean Burelle.
There are no family ties between the other directors of Compagnie Plastic Omnium SE.
Each director has declared, as they do every year, that he/she:
Directors are required to act in the interests of the Company in all circumstances.
Each year, the Board of Directors examines potential situations of conflicts of interest and the agreements reported to it pursuant to Article 6.2 of its Internal Rules.
In addition to the provisions of the French Commercial Code applicable to related-party agreements, the Internal Rules of the Board of Directors set out the specific rules for preventing conflicts of interest applicable to directors in the following terms:
"6.2 Duty of loyalty, non-competition and disclosure of conflicts of interest
Directors undertake to act in good faith in all circumstances and in the interests of the Company. They also undertake to ensure that the decisions of the Board of Directors do not favor one category of shareholders to the detriment of another.
This duty of loyalty obliges directors to comply with a non-competition commitment. Throughout their term of office, each member of the Board of Directors is prohibited from holding any position whatsoever in a company that competes with Compagnie Plastic Omnium SE and the companies it controls.
In a situation that gives rise to or could give rise to a conflict between the interests of the Company and a director’s direct or indirect personal interests or the interests of the shareholder or group of shareholders he or she represents, the director concerned must:
Failure to comply with these abstention or withdrawal rules could result in the director being held liable.
In addition, the Chairman of the Board of Directors will not be required to provide any information or documents relating to the subject at issue to the director(s) if he has serious grounds for believing that said director is in a situation of conflict of interest, and will inform the Board of Directors that such documents have not been provided.”
On the basis of the declarations prepared by each director in application of the delegated regulation (EU) no. 2019/980 supplementing regulation (EU) no. 2017/1129 called “Prospectus 3,” the Board of Directors has not identified any potential conflict of interest between the duties of the directors with respect to Compagnie Plastic Omnium SE and their private interests and/or other duties. In particular, based on the work of the Appointments and CSR Committee, the Board of Directors found that there was no business relationship of any nature between the Plastic Omnium Group and any of its directors, which could lead to conflicts of interest.
No director is bound either to the Company or to its subsidiaries through service contracts providing benefits of any kind.
The Board of Directors is aware of the applicable rules on the prevention of insider misconduct, in particular the periods during which trading in securities of the Company is prohibited. It ensures that its Internal Rules and the Stock Exchange Ethics Charter are regularly updated.
On the basis of laws, regulations and market recommendations, Compagnie Plastic Omnium SE’s Stock Market Ethics Charter sets out the legal and regulatory framework applicable to insider information in order to enable each director to avoid breaching these rules.
Insider information is specific non-public information which, if it were to be made public, could have an appreciable influence on the share price. This insider information can be of three main types in particular: strategic, linked to the definition and implementation of the Group’s development policy; recurring, linked to the annual calendar for the production and publication of annual and interim financial statements, regular communications or periodic meetings dedicated to financial information; or ad hoc, linked to a given project or financial transaction.
This charter explains what is forbidden when holding inside information, in particular when it involves carrying out or having carried out financial transactions on Plastic Omnium shares on the stock market. It reiterates that misconduct in this area is subject to criminal penalties.
Directors with permanent insider status are particularly requested not to carry out transactions on the securities of Plastic Omnium during certain periods if they have insider information. The Internal Rules of the Board of Directors mention the obligation for all members of the Board of Directors and all censors of Compagnie Plastic Omnium SE to comply with the terms of the Charter. Members are periodically reminded of these obligations by the Company.
In the meeting of the Board of Directors of December 6, 2023, each director and censor received the schedule of closed periods for 2024 outside of which they may trade in Plastic Omnium shares.
Furthermore, the directors notify the French Financial Markets Authority (AMF – Autorité des Marchés Financiers) of each transaction carried out by themselves, or by persons closely related to them, involving Plastic Omnium securities (see section 3.2.5 “Summary of transactions reported by executive corporate officers and directors during fiscal year 2023”)
Directors who exercise their judgment freely
All the directors of Compagnie Plastic Omnium SE have access to permanent information and resources adapted to the performance of their duties. Everyone has a duty of care and participates independently in the work and decisions of the Board and, where applicable, its review Committees. Each director is subject to compliance with the rules in force on conflicts of interest.
Directors qualified as independent according to the criteria defined by the AFEP-MEDEF Code
Article 6.6 of the Internal Rules provides that the Board of Directors must carry out an annual assessment of the independence of each director with regard to the criteria of the AFEP-MEDEF Code to which it refers, i.e.:
Criterion 1: Employee or director during the past five years
Is not or has not been during the past five years:
Criterion 2: Cross-directorships
Is not an executive corporate officer of a company in which the Company directly or indirectly holds an office of director or in which an employee designated as such or an executive corporate officer of the Company (at present or having been at any time in the past five years) holds an office of director.
Criterion 3: Significant business relations
Is not a significant customer, supplier, investment banker, corporate banker or adviser:
The assessment as to whether or not the relationship with the Company or its Group is significant is discussed by the Board, and the quantitative and qualitative criteria leading to this assessment (continuity, economic dependence, exclusivity, etc.) are explained in the annual report.
Criterion 4: Family ties
Does not have close family ties with a director.
Criterion 5: Statutory Auditors
Has not been Statutory Auditor of the Company during the past five years.
Criterion 6: Term of office over twelve years
Has not been a director of the Company for more than twelve years. Loss of status as independent director occurs on the twelfth anniversary of the start of the term of office.
Criterion 7: Status of non-executive corporate officer
A non-executive corporate officer cannot be considered independent if he or she receives variable compensation in cash or shares or any compensation linked to the performance of the Company or of the Group.
Criterion 8: Status of major shareholder
Directors representing major shareholders in the Company or its parent company may be considered as independent providing these shareholders do not participate in the control of the Company. However, above a threshold of 10% of the capital or voting rights, the Board, based on a report by the Appointments Committee, systematically reviews the classification as independent, taking account of the composition of the Company’s capital and the existence of any potential conflict of interest.
At its meeting of February 21, 2024, the Board of Directors, on the proposal of the Appointments and CSR Committee, examined the independence of the directors at December 31, 2023. On the proposal of this committee, the Board considered, in accordance with the AFEP-MEDEF Code to which the Company refers, that a director is independent when “he or she has no relationship of any kind with the Company, its Group or its management that could compromise the exercise of his or her freedom of judgment”.
As of December 31, 2023, in addition to Mr. Laurent Favre and Ms. Félicie Burelle, executive corporate officers, it is specified that the following directors cannot be considered as independent:
| Employee/director in the previous five years | Cross- | Significant business relations | Family ties | Statutory Auditor | Term of office over 12 years | Status | Status of major shareholder | |
---|---|---|---|---|---|---|---|---|---|
| Gonzalve Bich | | | | | | (1 month) | | |
Martina Buchhauser | | | | | | (2 years) | | | |
Virginie Fauvel | | | | | | (8 months) | | | |
Lucie Maurel Aubert | | | | | | (8 years) | | | |
Alexandre Mérieux | | | | | | (5 years) | | | |
Élisabeth Ourliac | | | | | | (1 year) | | | |
Laurent Burelle | | | | | | (42 years) | | | |
Félicie Burelle | | | | | | (6 years) | | | |
Anne-Marie Couderc | | | | | | (13 years) | | | |
Laurent Favre | | | | | | (4 years) | | | |
Vincent Labruyère | | | | | | (21 years) | | | |
Éliane Lemarié, permanent representative of Burelle SA | | | | | | (14 years) | | | |
Paul Henry Lemarié | | | | | | (36 years) | | | |
Cécile Moutet | | | | | | (6 years) | | | |
Amandine Chaffois | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |
Ireneusz Karolak | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |
Criterion for independence met. Criterion for independence not met. |
|
|
|
|
|
At December 31, 2023, six directors out of 14 (excluding directors representing the employees) were considered independent:
This gives 43% independent directors, in accordance with the provisions of the AFEP-MEDEF Code recommending, for controlled listed companies, a minimum of one-third independent directors, the number of directors representing the employees not being included in establishing the percentage of independent directors.
The number of corporate offices held by directors in companies outside the Group, including international companies, was assessed at February 21, 2024 in accordance with the recommendations of the AFEP-MEDEF Code according to which “executive corporate officers must not hold more than two other directorships in listed companies outside their Group, including international companies […]. Directors must not hold more than four other corporate offices in listed companies outside their Group, including international companies.”
At February 21, 2024 | Number of mandates in listed companies external to the Plastic Omnium Group | Compliance with the AFEP-MEDEF Code criteria |
---|---|---|
Laurent Burelle | 1 | |
Laurent Favre | 0 | |
Félicie Burelle | 2 | |
Gonzalve Bich | 1 | |
Anne-Marie Couderc | 1 | |
Virginie Fauvel | 1 | |
Vincent Labruyère | 0 | |
Paul Henry Lemarié | 1 | |
Éliane Lemarié, permanent representative of Burelle SA | 1 | |
Lucie Maurel Aubert | 0 | |
Alexandre Mérieux | 1 | |
Cécile Moutet | 0 | |
Élisabeth Ourliac | 0 | |
Amandine Chaffois | 0 | |
Ireneusz Karolak | 0 | |
The Board of Directors met four times in 2023. A meeting was organized on July 21, 2023 at the PO Lighting Czech s.r.o. site in the Czech Republic, to present to the members of the Board of Directors the Group’s innovations and research topics in the Lighting division.
Three Committees prepare the discussions and deliberations of the Board. Nine meetings were organized in 2023:
Directors may propose any subject relevant to good governance on the agenda of the Board and its Committees. The directors of Compagnie Plastic Omnium SE are regularly informed of all of the Company’s activities and its performance.
Discussions within the Board, led by its Chairman, are conducted in a transparent and in-depth manner.
The functioning of the Board is set out in Article 12 of the bylaws, and its organization is described in Article 3 of the Internal Rules of the Board of Directors.
The Board of Directors meets as often as the interests of the Company require and, pursuant to the Internal Rules, at least four times per year. Board meetings may be held by any means of videoconferencing or telecommunication allowing the identification of directors and ensuring their effective participation in accordance with the terms and conditions laid down in the Internal Rules.
In accordance with Article 11 of the bylaws, all directors must own at least 900 shares of the Company, to be acquired during open periods. This obligation does not apply to directors representing employees.
The functions of Chairman of the Board of Directors and Chief Executive Officer have been separate since 2020. Mr. Laurent Burelle is Chairman of the Board of Directors, Mr. Laurent Favre is Chief Executive Officer and Ms. Félicie Burelle is Managing Director.
The Corporate Secretary assumes the responsibilities of the secretariat of the Board and draws up the minutes of its meetings.
The directors meet at least once a year without the presence of executive corporate officers, to conduct an overview of the functioning of governance and to assess the performance of the Chairman of the Board of Directors, Chief Executive Officer and Managing Director. The Chairwoman of the Appointments and CSR Committee chairs this meeting. She informs the members of the Board of Directors of the holding of these meetings and of their main conclusions. An executive session was held on December 5, 2023.
The preparation and holding of Board meetings require significant investment and availability on the part of the directors. In 2023, the average attendance rate at Board meetings was 97%. The individual rate at Board and Committee meetings is detailed below. The breakdown of the compensation awarded to the directors, established according to the attendance of each of them at the meetings of the Board and the various committees, is detailed in section 3.2.1 “Compensation of directors in 2023” of this report.
Directors | Board of Directors | Audit Committee | Compensation Committee | Appointments and CSR Committee | ||||
---|---|---|---|---|---|---|---|---|
Number of meetings | Attendance rate | Number of meetings | Attendance rate | Number of meetings | Attendance rate | Number of meetings | Attendance rate | |
Laurent Burelle | 4/4 | 100% | - | – | – | – | – | – |
Laurent Favre | 4/4 | 100% | – | – | – | – | – | – |
Félicie Burelle | 4/4 | 100% | – | – | – | – | – | – |
Anne Asensio(a) | 1/1 | 100% | – | – | – | – | – | – |
Gonzalve Bich(b) | N/A | N/A | – | – | – | – | – | – |
Martina Buchhauser | 2/4 | 50% | – | – | – | – | – | – |
Amandine Chaffois | 4/4 | 100% | – | – | 3/3 | 100% | – | – |
Anne-Marie Couderc | 4/4 | 100% | – | – | 3/3 | 100% | 3/3 | 100% |
Virginie Fauvel(c) | 3/3 | 100% | – | – | – | - | – | – |
Ireneusz Karolak | 4/4 | 100% | – | – | – | - | – | – |
Vincent Labruyère | 4/4 | 100% | 3/3 | 100% | – | – | – | – |
Paul Henry Lemarié | 4/4 | 100% | – | – | – | – | – | – |
Éliane Lemarié, permanent representative of Burelle SA | 4/4 | 100% | – | – | – | – | 3/3 | 100% |
Lucie Maurel Aubert | 4/4 | 100% | 3/3 | 100% | – | – | 3/3 | 100% |
Alexandre Mérieux | 3/4 | 75% | – | – | 3/3 | 100% | – | – |
Cécile Moutet | 4/4 | 100% | – | – | – | – | – | – |
Élisabeth Ourliac | 4/4 | 100% | 2/2 | 100% | – | – | – | – |
Jean Burelle | 4/4 | 100% | – | – | – | – | – | – |
Prof. Dr. Bernd Gottschalk(d) | 4/4 | 100% | – | – |
|
| – | – |
Overall attendance rate |
| 97% |
| 100% |
| 100% |
| 100% |
|
|
|
|
Compagnie Plastic Omnium SE has a corporate governance method adapted to its specificities and which is part of a constant process of progress. The procedures for exercising the Management of Compagnie Plastic Omnium SE by its Senior Executives have always been decided in the best interest of the Company and with the constant concern to enable the corporate governance method chosen to optimize the economic and financial performance of the Group and create the most favorable conditions for its long-term development.
At its meeting of September 24, 2019, the Board of Directors resolved to split the positions of Chairman of the Board of Directors and Chief Executive Officer. This split of positions took effect on January 1, 2020. Since that date, Laurent Burelle has been Chairman of the Board of Directors and Laurent Favre is Chief Executive Officer. Félicie Burelle was appointed Managing Director with effect from January 1, 2020.
The organization of the Senior Executives guarantees the sustainability of the Group’s performance and commitments, as well as the quality of its governance.
Mr. Laurent Burelle brings to the Board of Directors and the Senior Executives his successful and recognized experience in both positions. The Board can count on its expertise in governance matters to meet the expectations of stakeholders.
Mr. Laurent Burelle, as Chairman of the Board of Directors, organizes and directs the work of the Board, on which he reports to the General Meeting of Shareholders. He chairs Board meetings, directs the discussions and ensures compliance with the provisions of the Internal Rules. In this respect, the Chairman:
He seeks to ensure the quality of discussions and to promote collective decision-making. He also ensures that the Board devotes sufficient time to its discussions, giving each item on the agenda time proportionate to the importance it represents for the Company. The directors collectively ensure that there is a correct balance in the speaking time of each one of them. The Chairman ensures that the questions asked in line with the agenda receive appropriate answers.
The Chairman of the Board takes care to develop and maintain a relationship of trust between the Board and Senior Executives in order to guarantee the permanence and continuity of the implementation of the orientations defined by the Board.
The Chairman ensures that Board meetings and committees operate smoothly, the meetings of which he may attend and submit questions for opinion, and that principles of good governance apply. In particular, he ensures that the directors are provided with the clear and appropriate information necessary to the performance of their duties in a timely manner.
The Chairman ensures the proper organization of the General Meetings of Shareholders which he chairs, answers shareholders’ questions and more generally ensures good shareholder relations.
Should the Chairman be unable to attend, he is replaced by the Chief Executive Officer or the Managing Director, themselves directors, or, in their absence, by another director chosen by the Board at the beginning of the meeting.
Taking into account the experience and expertise of Mr. Laurent Burelle, as well as his in-depth knowledge of the Group and automotive industry markets, the Chairman acts in close collaboration with the Chief Executive Officer who, with the support of the Managing Director, is responsible for the management and operational management of the Company. The Board of Directors decided to extend the missions entrusted to the Chairman. At its meeting of December 6, 2023, on the recommendation of the Appointments and CSR Committee, the Board of Directors defined the organization of relations between the Chairman and Senior Executives as follows for the year 2024, thus confirming decisions taken previously. The Chairman of the Board of Directors approves:
In close collaboration with the Chief Executive Officer, he is also responsible for banking relations with the Senior Executives of banking institutions and choices in relation to tax matters for the Plastic Omnium Group and its subsidiaries.
The Chairman of the Board of Directors coordinates with the Chief Executive Officer, who is responsible for the steering and operational management of the Group. In addition to the exercise of the powers conferred on him by French law, the Chairman may be consulted by the Chief Executive Officer on any matter relating to the running of the Company.
He is kept regularly informed by the Chief Executive Officer of significant events in the life of the Group, particularly with regard to strategy, organization, investments and divestments.
The Chairman of the Board of Directors ensures that the Plastic Omnium Group’s values and culture are respected.
The Board of Directors considers that this organization guarantees the sustainability of the Group’s performance, values and commitments as well as the quality of its governance.
The Senior Executives communicate transparently with the directors and keep them regularly informed of the Company’s operations and its performance.
The Board has the means to deal freely with issues that concern it, in particular the Company’s strategic orientations, to monitor and ensure their implementation and to control their proper management.
The Chairman of the Board of Directors is kept regularly informed by the Chief Executive Officer of significant events in the Group. If necessary he informs members of the Board in between meetings. Only the Chairman is entitled to speak on behalf of the Board. He conducts the work of the Board in order to obtain the support and commitment of the directors for the actions of the Chief Executive Officer and to ensure the development of the Company with complete confidence.
The Board of Directors may meet at any time depending on current events.
The Internal Rules of the Board of Directors provide that its members are subject to obligations such as to:
The Chairman of the Board of Directors shall provide the directors with sufficient time to enable them to fully perform their duties. In addition, the Chairman of the Board of Directors constantly communicates to the members of the Board any material information concerning the Company. Each director receives and may request all information necessary for the performance of their duties. For this purpose, the directors may meet with the key executive corporate officers of the Company and the Group as soon as the Chairman of the Board of Directors has been informed in advance.
At the request of the Chairman of the Board of Directors or a director, an operational director may be invited to any meeting of the Board devoted to the prospects and strategies of their sphere of business. This was the case four times in fiscal year 2023.
Since 2021, a digital platform has been made available to directors to assist them in carrying out their duties. This tool is accessible via a tablet application provided by the Company to all members of the Board of Directors and allows in particular the secure provision of documents relating to the meetings of the Board of Directors and Committees.
June 2023 | July 2023 | October- November 2023 | December 2023 | March 2024 |
---|---|---|---|---|
| Appointments and CSR Committee
|
| Appointments and CSR Committee
Board of Directors
|
|
The Board of Directors also conducts a formal assessment of its own operations at regular intervals, not exceeding three years. This assessment is carried out under the direction of the Chairman of the Appointments and CSR Committee, with or without the assistance of an external consultant.
In 2021, a formal assessment took place under the direction of the Chairwoman of the Appointments Committee, with the assistance of an external consultant. It took the form of a detailed questionnaire, which all directors completed. In 2022 and 2023, discussions took place on the annual functioning of the Board, based on a questionnaire which directors completed. In 2024, a new formal assessment will be carried out with the assistance of an independent external firm.
Concerning the composition of the Board, the directors consider that it is satisfactory and balanced. In 2023, the Board welcomed Ms. Virginie Fauvel, Chairwoman and Chief Executive Officer of the Harvest Group and Mr. Gonzalve Bich, Chief Executive Officer of BIC SA (see section 3.1.1.3 Changes in the terms of office and positions of the Board of Directors). The diversity of profiles and expertise makes it possible to actively discuss with Senior Executives the strategic challenges facing the Group and to make independent decisions. The composition of Committees is also considered appropriate with competent directors within each of them.
Concerning the onboarding procedure for new directors, the Board considers that this allows a complete and organized welcome for new members (in particular the provision of the necessary information documents, the interview with the Secretary of the Board and the Chairmen of the Committees).
Concerning the organization of Board discussions, it was stressed that each director plays his or her role to the full by questioning Senior Executives. Discussions are open, and the directors express themselves in a positive climate of trust. The Chairman of the Board of Directors promotes exchanges and the quality of debates. Senior Executives communicate transparently and respond in detail to all questions.
The dynamics of the Board are quite satisfactory with excellent interaction between the various directors. Regarding governance issues, the method of exercising the Senior Executives, in particular the separation of the functions of Chairman and Chief Executive Officer, works very satisfactorily, with in particular the complementarity of the Chairman of the Board of Directors and the Chief Executive Officer being considered an asset. Furthermore, regarding the Chairman of the Board, the Chief Executive Officer and the Managing Director individually, the transparency of the Chief Executive Officer and the Managing Director, their competence and their knowledge of projects were highlighted, the way discussions are led by the Chairman of the Board of Directors and the mode of operation with the Senior Executives were also singled out in particular.
The Board of Censors was also assessed by the Board of Directors. The expertise of the censors, in particular in terms of knowledge of the Group and the international context in which it operates, exercised within the Board in order to protect the interests of the Company and the Group, were considered very positive. Without being able to take part in votes on decisions, their freedom of speech and judgment contributes to enriching the discussions within the Board.
Concerning the work of the Committees, their operation is satisfactory, the projects are well constructed. The directors, members of these committees, believe that the subjects are dealt with in a serious and solid manner. The Board of Directors can take its decisions with complete confidence on the basis of the recommendations of the Committees.
The Audit Committee fulfills its missions exactly, with work based on the detailed information provided by the Company’s management. The balance between compliance and business issues is particularly appreciated. CSR topics and the monitoring of non-financial data are well addressed and will be strengthened.
The Compensation Committee is well prepared and the work is well anticipated. The members of this Committee have a good level of information to prepare recommendations, in particular comparable companies drawn up on the basis of a sample of companies adapted in size, organization, sector and challenges, as well as consolidated analyses on compensation in the SBF 120 and/or SBF 80. The alignment of compensation with the strategic objectives pursued is verified. The inclusion of quantifiable criteria related to the Company’s climate objectives, in particular the carbon neutrality strategy, is the subject of particular attention by the Committee (see paragraph 3.1.4).
The quality of the work of the Appointments and CSR Committee is highlighted, in particular the procedure for selecting new directors. CSR issues are now widely addressed and include the Company’s Climate and carbon neutrality strategy, the review of the Non-Financial Reporting Disclosure, the Group's Health and Safety policy, gender diversity within management bodies, for which Plastic Omnium is regularly recognized for its strong commitment, and diversity within the Group.
Directors emphasized the quality of information, which is provided in full and is detailed, and which is communicated to them before each meeting of the Board and committees and which promotes the quality of discussions. The digital platform is well used.
Directors considered that Board of Directors’ meeting agendas are adapted to the economic situation and cover all subjects. The in-depth presentation of revenue, the automotive market and new technologies allow directors to be immersed in the Plastic Omnium Group’s operational business.
Concerning acquisitions, the directors are satisfied with the way in which the discussions are presented and discussed in the Board. They are in line with the Group’s strategy. The Senior Executives listen to the opinions of the directors. The monitoring of acquisitions and the integration of acquired companies processed by the Audit Committee was greatly appreciated.
The directors do not consider it necessary to appoint a Lead Director, in light of the composition and functioning of the Board. This appointment would be of limited interest, as the directors wished to maintain a direct relationship with the Chairman and Senior Executives.
They also believe that the attention paid to conflicts of interest is well managed by the rules in force. They attach particular importance to the annual analysis of the independence of the directors and to the assessment made, since 2020, of agreements relating to ordinary operations and concluded under arm’s length conditions.
The current holding of one executive session per year is considered appropriate. An additional meeting on a specific subject may be held if several directors so request.
In addition, points for improvement that had been identified by the Board of Directors in 2023 are being implemented, namely: the increasing importance given to climate challenges, the recruitment of independent directors ensuring a majority of independent directors on the Committees, notably on the Compensation Committee.
By virtue of the legal and regulatory provisions and of Article 11 of the bylaws, the Board of Directors sets the Group’s strategies and ensures their implementation in accordance with its corporate interest, taking into consideration social and environmental challenges.
It also exercises the following powers:
|
|
---|---|
Strategy |
|
CSR |
|
Governance |
|
Appointments |
|
Subject to the powers expressly conferred on Shareholders’ Meetings and within the limits of the Company’s objects, the Board examines any question in connection with the smooth running of the Company and through its deliberations settles matters concerning it. It is committed to promoting the long-term creation of value by the business.
The Board ensures that shareholders receive relevant and informative information on the Company’s strategy, development model and the account taken of the significant non-financial challenges facing the Company as well as its long-term outlook.
The Board of Directors carries out the controls and verifications that it deems necessary. The directors control the Company’s economic and financial management, they review and approve the broad lines of actions considered by the Senior Executives, which implement them.
To this end, the Board constantly seeks a working method which, while strictly complying with the law and regulations, is conducive to the conditions of good corporate governance.
The work of the Board of Directors is based on its Internal Rules, the last update of which was validated during the Board meeting of February 21, 2024, and which aim to supplement the legal, regulatory and statutory rules and the industry recommendations that the Board refers to.
The balance of powers within the Board of Directors is based mainly on its consistent and harmonious composition and on the qualities of its members. The diversity and complementarity of the directors’ experiences and expertise (entrepreneurial, international, financial, industrial, digital, etc.) enables quick and in-depth understanding of the challenges associated with the Plastic Omnium Group’s development.
The balance between long-serving, seasoned directors and those more recently appointed allows a new vision to be combined with the consistency of long-term decisions.
Senior Executives have the broadest powers to act under any circumstances in the name of the Company, within the limits of the corporate purpose and subject to the powers that the law expressly grants to Shareholders' Meetings and to the Board of Directors. The Internal Rules of the Board of Directors contain limits on their powers to take certain decisions which, on account of their purpose or their amount, are notably subject to the prior approval of the Board of Directors.
Thus, the Board of Directors must approve material transactions likely to affect the Group’s strategy or significantly change its financial structure or scope of businesses. These transactions are defined in point 5 of the Board of Directors' Internal Rules.
" 5. Senior Executive Powers
Either by the Chairman of the Board who holds the title of Chairman and Chief Executive Officer, or another natural person holding the title of Chief Executive Officer is responsible for running the Company.
Whether this function is assumed by a Chairman and Chief Executive Officer or by a Chief Executive Officer, he or she is vested with the broadest powers to act in all circumstances on behalf of the Company. He or she exercises these powers within the limits of the corporate purpose and subject to the powers expressly granted by French law to General Meetings of Shareholders and to the Board.
The Chief Executive Officer also exercises these prerogatives within the framework defined, where applicable, in application of Article 4 of the Internal Rules.
At least once a year, the Senior Executives submit to the Board of Directors the forecasts for the income statement, investments, changes in debt and working capital requirements, as well as significant transactions, the draft management report, the financial statements and the report on the composition of the Board of Directors and conditions for the preparation and organization of its work and internal control and risk management procedures, as well as the status of the bank credit lines available to the Company.
The members of the Board of Directors are also informed of changes in the markets, the competitive environment and the main challenges, including in the area of the Company’s corporate social responsibility.
Material transactions likely to affect the strategy of the Company or the Group or significantly modify its financial structure or its scope of activity or consolidation are subject to prior approval by the Board of Directors, including:
The Board of Directors is responsible for assessing the material nature of a transaction.
Senior Executives represent the Company in its relations with third parties. On the proposal of the Chief Executive Officer, the Board may appoint one or more natural persons to assist the Chief Executive Officer, with the title of Managing Director.
Notwithstanding the foregoing, when a sale is planned, in one or more transactions, involving at least half of the Company’s assets over the last two fiscal years, the Board of Directors must, prior to the completion of this disposal, present a report on the context and process for such transactions to the General Meeting of Shareholders. This presentation is followed by an advisory vote of shareholders under the conditions of quorum and majority for the Ordinary General Meeting. If the Meeting issues a negative opinion, the Board of Directors must meet as soon as possible and immediately publish a release on the Company’s website on the follow-up it intends to give to the transaction.”
Each year, the Board authorizes the Senior Executives to issue sureties, endorsements and guarantees and to issue bonds in amounts for which the Board determines the total sum.
During 2023, the Board of Directors met four times. The attendance rate at Board meetings was 97%. The attendance rate at the meetings of the Committees of the Board of Directors was 100%. The average individual attendance rate for Board of Directors’ and Committee meetings for 2023 is shown, for each director, in section 3.1.2.1.
The agenda of the Board of Directors is drawn up by the Chairman of the Board of Directors in consultation with the Chief Executive Officer.
The Board is regularly informed of the work of the various Committees by their Chairman and takes its decisions based on their recommendations.
In 2023, the Board’s activity mainly focused on the following topics:
Discussions and decisions of the Board of Directors are assisted by the work of its specialized committees which report to it after each of their meetings. The details of the missions of each committee are given in the Internal Rules of the Board of Directors.
The Board of Directors’ committees are responsible for studying all matters relating to the Company that the Board or its Chairman submits for them to examine and issue an opinion, preparing the tasks and decisions of the Board relating to these subjects or projects and reporting their conclusions to the Board in the form of minutes, proposals, opinions, information memorandums or recommendations. The committees carry out their duties under the responsibility of the Board of Directors, and in their own domain. Committees do not have decision-making power.
The Board of Directors, on the proposal of its Chairman, and following the recommendation of the Appointments and CSR Committee, appoints members of the committees as well as the committees’ Chairpersons, taking into account the skills and experience of the directors.
To carry out their work, after having informed the Chairman of the Board of Directors and subject to reporting to the Board of Directors, the committees may hear any responsible person within the Group and/or request technical studies on subjects falling within their areas of responsibility, at the expense of the Company. In the event of recourse by the committees to the services of external consultants, the committees must ensure the objectivity of the consultant concerned.
Three committees support the Board of Directors: the Audit Committee, the Appointments and CSR Committee and the Compensation Committee. Secretarial services for Board committees are provided by the Corporate Secretary.
The Audit Committee is composed of three members: Lucie Maurel Aubert, Élisabeth Ourliac and Vincent Labruyère.
The Audit Committee met three times during fiscal year 2023 with a participation rate of 100%. The Statutory Auditors attended all meetings, as did the Group's Finance Department.
The principal missions of the Audit Committee are:
The activities of the Audit Committee focused on the following topics:
The Compensation Committee is composed of three members: Alexandre Mérieux, Anne-Marie Couderc and Amandine Chaffois (director representing the employees).
The Compensation Committee met three times during fiscal year 2023 with a participation rate of 100%.
The Appointments and CSR Committee is composed of four members: Anne-Marie Couderc, Éliane Lemarié, Lucie Maurel Aubert and Virginie Fauvel.
The Appointments and CSR Committee met three times in fiscal year 2023 with a participation rate of 100%.
The information in this paragraph relating to the compensation of the directors of Compagnie Plastic Omnium SE (directors and executive corporate officers), required by Articles L. 22-10-9 and L. 22-10-34 II and III of the French Commercial Code, is submitted for approval to the General Meeting of Shareholders of April 24, 2024.
A total amount of €882,353, within the limits of the budget of €900,000 approved by the General Meeting of Shareholders of April 21, 2022, was distributed to directors and the censors in respect of fiscal year 2023, for a total of four meetings of the Board of Directors and nine Committee meetings.
The attendance rate at meetings for 2023 was 97% for the Board of Directors and 100% for each of the Committees.
Directors | Fiscal year 2023 (Four Board meetings and nine Committee meetings) | Fiscal year 2022 (Five Board meetings and nine Committee meetings) |
---|---|---|
Laurent Burelle | 59,294 | 63,237 |
Laurent Favre | 47,294 | 50,737 |
Félicie Burelle | 47,294 | 50,737 |
Anne Asensio(a) | 14,824 | 56,737 |
Gonzalve Bich(b) | - | - |
Martina Buchhauser | 35,471 | 20,295 |
Anne-Marie Couderc | 68,294 | 73,737 |
Prof. Dr. Bernd Gottschalk(c) | 23,647 | 50,737 |
Vincent Labruyère | 56,294 | 60,737 |
Paul Henry Lemarié | 47,294 | 50,737 |
Éliane Lemarié, permanent representative of Burelle SA | 56,294 | 62,737 |
Lucie Maurel Aubert | 68,294 | 73,737 |
Alexandre Mérieux | 47,471 | 57,737 |
Cécile Moutet | 47,294 | 40,590 |
Amandine Chaffois | 56,294 | 50,737 |
Ireneusz Karolak | 47,294 | 50,737 |
Amélie Oudéa-Castéra(d) | - | 20,000 |
Virginie Fauvel(e) | 35,471 | - |
Élisabeth Ourliac | 53,294 | - |
Sub-total | 811,412 | 833,968 |
|
|
|
Censors |
|
|
---|---|---|
Jean Burelle | 47,294 | 50,737 |
Prof. Dr. Bernd Gottschalk(c) | 23,647 | - |
Total | 882,353 | 884,705 |
|
This report, prepared by the Board of Directors, upon the proposal of the Compensation Committee, in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code, presents the total compensation and all benefits in kind paid during fiscal year 2023 to executive corporate officers. It describes and distinguishes between the fixed, variable and exceptional elements that make up that compensation and those benefits as well as the criteria used to calculate them or the circumstances giving rise to them.
In accordance with the provisions of the AFEP-MEDEF Code, compensation paid to executive corporate officers is defined by the Board of Directors based on the proposal of the Compensation Committee. It is presented at the Annual General Meeting of Shareholders and subject to a binding vote in accordance with Articles L. 22-10-8 and L. 22-10-34 of the French Commercial Code. The compensation policy is reviewed every year by the Compensation Committee. In its recommendations to the Board of Directors, it proposes a compensation policy in line with the corporate interest and the practices of comparable international groups for similar positions based on a benchmark including CAC 40 and SBF 120 companies. In addition, variable and long-term compensation, when it applies, depends predominantly on quantitative criteria, including for climate-related criteria or, more broadly, on ESG ambitions, which form a significant part of the criteria for these two types of compensation.
In accordance with the recommendations of Article 25.2 of the AFEP-MEDEF Code, the Chairman of the Board of Directors, who is a non-executive corporate officer, does not receive any variable compensation linked to the Company’s performance.
The compensation of other executive corporate officers includes:
Strict performance criteria are set for both the variable portion and the long-term incentive portion and maintain a link between the Group’s sustainable performance and executive compensation, thus contributing to the Company’s strategy and sustainability.
The compensation policies applicable to the Chairman of the Board of Directors, the Chief Executive Officer and the Managing Director, from 2023, are discussed in section 3.2.2.
Mr. Laurent Burelle, Chairman of the Board of Directors, received an annual fixed compensation of €950,000.
The fixed annual compensation of Mr. Laurent Favre, Chief Executive Officer, amounted to €1,100,900 for the 2023 fiscal year. In addition to this annual fixed compensation, an annual benefit in kind is valued at €20,860.
The annual fixed compensation of Ms. Félicie Burelle, Managing Director, amounted to €750,900 for the period in question, plus an annual benefit in kind valued at an amount of €12,129.
It should be noted that Mr. Laurent Burelle, Chairman of the Board of Directors, does not receive any variable compensation for his duties.
The structure of the annual variable compensation of Mr. Laurent Favre paid in 2024 in respect of 2023 amounts to €1,200,000 if the objectives are 100% achieved. It can vary between 80% and 120% of this amount, depending on the achievement of the targets set by the Board of Directors. The variable compensation can thus vary between €960,000 if the criteria are 80% achieved and €1,440,000 if the criteria are 120% achieved.
On December 7, 2022, the Board of Directors set the variable compensation criteria applicable for 2023 and their respective weightings. Financial criteria represent 70% of the variable compensation and non-financial criteria 30%. The financial criteria are directly correlated with the Company’s economic performance indicators; the change in cash-flow, net earnings per share, operating profit and debt reduction.
On February 21, 2024, the Board of Directors assessed the performance of Mr. Laurent Favre, based on the recommendations of the Compensation Committee. The achievement rate is 110%, i.e. an achievement rate of 107% for financial criteria and 116.25% for non-financial and qualitative criteria.
It was therefore decided to allocate to Mr. Laurent Favre an amount of €1,320,000 in respect of the annual variable compensation for 2023.
Financial criteria | Weighting | 2023 results | Assessment of the Board of Directors |
---|---|---|---|
Cash-flow | 20% | €227M | 115% |
Net profit (loss) - attributable to owners of the parent(1) | 15% | €163M | 85% |
Debt reduction | 15% | €1,540M | 120% |
Operating margin | 20% | €395M | 105% |
Achievement rate of financial objectives for 2023 |
| ||
(1) Diluted per share, attributable to owners of the parent, excluding non-recurring items |
Non-financial and qualitative criteria | Weighting | 2023 performance indicators | Assessment of the Board of Directors |
---|---|---|---|
Development and implementation of the strategy | 15% | See indicators below | 112.5% |
ESG criteria | 15% | See indicators below | 120% |
achievement rate of non-financial and qualitative objectives for 2023 | 116.25% |
The Board of Directors' meeting of February 21, 2024 used the following indicators and achievements, examined by the Compensation Committee, to determine the level of achievement by Mr. Laurent Favre of the non-financial and qualitative objectives for 2023.
Development and implementation | Weighting: 15% |
---|---|
Growth plan for acquisitions completed in 2022 | Plan implemented in accordance with expectations |
Operational excellence and project start-ups | Excellent project start-ups |
Long-term value creation | Sustainable growth, change in scope and stock market performance |
Deployment of the Hydrogen strategy |
|
ESG criteria | Weighting: 15% |
---|---|
Workplace safety objective | FR2 2023 is 20% better than target |
Sustainability commitment | Decrease in CO2 emissions in accordance with the Carbon Neutrality Plan by 1.3% alongside a 21% increase in activity and use of renewable energies Plastic Omnium is rated A by CDP and Platinum status by EcoVadis |
Gender balance |
|
Compliance | Deployment of the Group’s compliance plan |
The proportion of quantitative elements included in the composition of the ESG criterion represents 53% of the total weighting defined at 15%, i.e. a sub-weighting of 8% out of the total 15% thus defined.
The quantifiable part of the criteria therefore represents 78% and the qualitative part 22%.
The amount of the variable portion for fiscal year 2023 is therefore €1,320,000. It will only be paid to Mr. Laurent Favre if the shareholders vote in favor at the General Meeting of Shareholders of April 24, 2024.
The structure of the annual variable compensation of Ms. Félicie Burelle paid in 2024 in respect of 2023 amounts to €750,000 if the objectives are achieved at 100%. It can vary between 80% and 120% of this amount, depending on the achievement of the objectives set by the Board of Directors. The variable compensation can thus vary between €600,000 if the criteria are 80% achieved and €900,000 if the criteria are 120% achieved.
On December 7, 2022, the Board of Directors set the variable compensation criteria applicable for 2023 and their respective weightings. Financial criteria represent 70% of the variable compensation and non-financial criteria 30%. The financial criteria are directly correlated with the Company’s economic performance indicators: the change in cash-flow, net earnings per share, operating profit and debt reduction.
On February 21, 2024, the Board of Directors assessed the performance of Ms. Félicie Burelle, based on the recommendations of the Compensation Committee. The achievement rate is 110%, i.e. an achievement rate of 107% for financial criteria and 116.25% for non-financial and qualitative criteria.
It was therefore decided to allocate to Ms. Félicie Burelle an amount of €825,000 in respect of the annual variable compensation for 2023.
Financial criteria | Weighting | 2023 results | Assessment of the Board of Directors |
---|---|---|---|
Cash-flow | 20% | €227M | 115% |
Net profit (loss) - attributable to owners of the parent(1) | 15% | €163M | 85% |
Debt reduction | 15% | €1,540M | 120% |
Operating margin | 20% | €395M | 105% |
Achievement rate of financial objectives for 2023 | 107% | ||
(1) Diluted per share, attributable to owners of the parent, excluding non-recurring items |
|
Non-financial | Weighting | 2023 performance indicators | Assessment of the |
---|---|---|---|
Development and implementation of the strategy | 15% | See indicators below | 112.5% |
ESG criteria | 15% | See indicators below | 120% |
achievement rate of non-financial and qualitative objectives for 2023 | 116.25% |
The Board of Directors' meeting of February 21, 2024 used the following indicators and achievements, examined by the Compensation Committee, to determine the level of achievement by Ms. Félicie Burelle of the non-financial and qualitative objectives for 2023.
Development and implementation | Weighting: 15% |
---|---|
Growth plan for acquisitions completed in 2022 | Plan implemented in accordance with expectations |
Operational excellence and project start-ups | Excellent project start-ups |
Long-term value creation | Sustainable growth, change in scope and stock market performance |
Deployment of the Hydrogen strategy |
|
ESG criteria | Weighting: 15% |
---|---|
Workplace safety objective | FR2 is 20% better than target |
Sustainability commitment | Decrease in CO2 emissions in accordance with the Carbon Neutrality Plan by 1.3% alongside a 21% increase in activity and use of renewable energies Plastic Omnium is rated A by CDP and Platinum status by EcoVadis |
Gender balance |
|
Compliance | Deployment of the Group’s compliance plan |
The proportion of quantitative elements included in the composition of the ESG criterion represents 53% of the total weighting defined at 15%, i.e. a sub-weighting of 8% out of the total 15% thus defined.
The quantifiable part of the criteria therefore represents 78% and the qualitative part 22%.
The amount of the variable portion for fiscal year 2023 is therefore €825,000. It will only be paid to Ms. Félicie Burelle subject to the favorable vote of the shareholders at the General Meeting of Shareholders of April 24, 2024.
The Compensation Committee, in light of the fact that the AFEP-MEDEF Code provides for the possibility of exceptional compensation for executive corporate officers under special circumstances, for example due to the importance of the special circumstances for the Company, the involvement they require and the difficulties they present, recommended that the Board of Directors grant exceptional compensation to the executive corporate officers.
The Compensation Committee is convinced that during the first half of 2023, several results were obtained thanks to the active involvement of Plastic Omnium’s executive corporate officers, Mr. Laurent Favre and Ms. Félicie Burelle, and despite the difficulties relative to the market. The record level reached by the number of orders recorded and significantly exceeding forecasts, excellence in the management of inflation with customers, and the accelerated turnaround of the Lighting division, are actions attributable to the first half of 2023 and implemented despite considerable difficulties requiring the unwavering involvement of Mr. Laurent Favre and Ms. Félicie Burelle.
On the recommendation of the Compensation Committee, the Board of Directors of July 21, 2023 decided to award Mr. Laurent Favre exceptional compensation of €150,000.
On the recommendation of the Compensation Committee, the Board of Directors of July 21, 2023 decided to award Ms. Félicie Burelle exceptional gross compensation of €75,000.
The Compensation Committee, in accordance with the recommendations of the AFEP-MEDEF Code, which aim to ensure the long-term action of senior managers, has recommended to the Board of Directors that incentive compensation awarded to the executive corporate officers should be subject to strict performance conditions comparable to those of other beneficiaries.
Mr. Laurent Burelle was not granted any performance shares in respect of 2023 in accordance with the compensation policy which stipulates that the compensation of the Chairman of the Board of Directors does not include any annual variable compensation or any long-term incentive scheme.
On the recommendation of the Compensation Committee, the Board of Directors' meeting of February 21, 2023 decided, in accordance with the delegation granted by the Combined General Meeting of April 21, 2022, to award 55,215 performance shares to Mr. Laurent Favre in respect of fiscal year 2023. The performance shares granted in respect of 2023 were valued at €14 per share on the grant date, i.e. a total amount of €773,010.
On the recommendation of the Compensation Committee, the Board of Directors' meeting of February 21, 2023 decided, in accordance with the delegation granted by the Combined General Meeting of April 21, 2022, to award 36,810 performance shares to Ms. Félicie Burelle in respect of fiscal year 2023. The performance shares granted in respect of 2023 were valued at €14 per share on the grant date, i.e. a total amount of €515,340.
The detailed characteristics and performance conditions of this performance share plan are set out in section 3.2.3.
On the recommendation of the Compensation Committee, the Board of Directors' meeting of February 21, 2024 maintained unchanged the policy for allocating performance shares to executive corporate officers. Under this policy set out in section 3.2.2.2., the number of performance shares that would be granted to Mr. Laurent Favre represents a value of €900,000 and the number of performance shares that would be granted to Ms. Félicie Burelle represents a value of €600,000.
Like all components of their compensation, the grant in respect of fiscal year 2024 will be subject to the approval of the General Meeting of Shareholders to be held in 2025.
Burelle SA and Plastic Omnium Gestion, a subsidiary of Compagnie Plastic Omnium SE, have set up supplementary pension plans for some of their employees and executive corporate officers.
Plans implemented in December 2003
These are defined-benefit plans (Article 39 of the French General Tax Code), the rights of which are subject to the completion of the career of each participant in the Group. These plans fall under Article L. 137-11 of the French Social Security Code and have been declared to the URSSAF under the option Tax at 24% on contributions to the insurance contract.
In accordance with the provisions of Order no. 2019-697 of July 3, 2019, these plans were closed to new members as of July 4, 2019 and frozen from January 1, 2020. In December 2021, the new plans in accordance with Article L. 137-11-2 of the French Social Security Code, described below, were set up, the Board of Directors having authorized these plans.
Plans implemented in December 2021
Following the closure and freezing of the defined-benefit plans described above (Article L. 137-11), defined-benefit pension plans were put in place by Burelle SA and Plastic Omnium Gestion at the end of 2021 with a retroactive effective date of January 1, 2020.
These pension plans, which fall under the certain rights regimes, in which pension rights are not conditional upon the completion of the employee's career with the Group, are covered by Article L. 137-11-2 of the French Social Security Code.
The beneficiaries of these plans are employees of Burelle SA and Plastic Omnium Gestion whose employment corresponds to coefficient 940 of the National Collective Agreement for the Plastics Industry, subject to being under the age of 60 on January 1, 2020 and being more than two years from the minimum retirement age for social security pensions referred to in Article L. 161-17-2 of the French Social Security Code (i.e. as at this date, 62 years old). Directors may benefit from this supplementary pension plan provided they comply with the provisions of Articles L. 22-10-8 and R. 22-10-14, II of the French Commercial Code.
For directors and employees whose compensation, within the meaning of Article L. 242-1 of the French Social Security Code, is greater than eight times the amount of the social security ceiling, the acquisition of annual rights is subject to compliance with performance conditions as defined in the regulations of the said plan.
The plans are fully funded by Burelle SA and Plastic Omnium Gestion, which took out an insurance policy on December 1, 2021, meeting the requirements of securing, on the one hand, rights currently vesting, and on the other hand, annuities paid out, under European Union law.
The main features of these two plans are presented in the table below.
| 2003 Plan | 2021 Plan | Recommendations AFEP-MEDEF Code |
---|---|---|---|
| Under the defined-benefit plan with uncertain rights L. 137-11(1) | Under the new defined-benefit plan with certain rights L. 137-11-2 |
|
Required length of service | 7 years | 3 years | At least 2 years |
Actual length of service of executive corporate officers: |
|
|
|
Laurent Burelle(4) | 48 years | N/A |
|
Laurent Favre | N/A | 4 years |
|
Félicie Burelle | 15 years | 4 years |
|
Reference compensation | Average of total annual compensation for the 5 years prior to retirement | Annual compensation | Several years |
Annuity guarantee | 1%(2) |
1%(2) |
5% maximum |
Ceilings(3) | 10% of the reference compensation, or 8 times the Social Security ceiling | 13% of the reference compensation | 45% of compensation |
Rights financing conditions | Outsourced | Outsourced |
|
Estimated amount of the annuity which would be paid to the executive corporate officers(2): |
| ||
Laurent Burelle(4) | 370,944 | Not eligible |
|
Laurent Favre | Not eligible | 88,323 |
|
Félicie Burelle | 39,364 | 49,618 |
|
Reversion annuity | Spouse, yes 60% | Spouse, yes 60% |
|
Related tax and social charges | Taxes on contributions 24% | Taxes 29.7% |
|
|
| Employment contract | Supplementary pension plans | Compensation or benefits due or likely to be due for loss or change of office | Non-competition indemnities |
---|---|---|---|---|
Laurent Burelle Chairman of the Board of Directors | No | See above | No | No |
Laurent Favre Chief Executive Officer | Suspended | See above | No | No |
Félicie Burelle Managing Director | Suspended | See above | No | No |
It should be noted that there is no system of paying an arrival/departure bonus to executive corporate officers in the Plastic Omnium Group.
In euros | 2023 | 2022 | ||
---|---|---|---|---|
Amounts due in respect of 2023 | Amounts paid in | Amounts due in respect of 2022 | Amounts paid in | |
Laurent Burelle Chairman of the Board of Directors |
|
|
|
|
Fixed compensation | 950,000 | 950,000 | 950,000 | 950,000 |
Annual variable compensation | 0 | 0 | 0 | 0 |
Exceptional compensation | 0 | 0 | 0 | 0 |
Director’s compensation | 59,294 | 59,294 | 63,237 | 63,237 |
Benefits in kind (accounting valuation) |
|
| - | - |
Total | 1,009,294 | 1,009,294 | 1,013,237 | 1,013,237 |
Laurent Favre Chief Executive Officer |
|
|
|
|
Fixed compensation | 1,100,900 | 1,100,900 | 1,000,760 | 1,000,760 |
Annual variable compensation | 1,320,000 | 1,127,775(1) | 1,127,775 | 1,200,000 |
Exceptional compensation | 150,000 | 150,000 |
|
|
Director’s compensation | 47,294 | 47,294 | 50,737 | 50,737 |
Benefits in kind (accounting valuation) | 20,860 | 20,860 | 14,073 | 14,073 |
Total | 2,639,054 | 2,446,829 | 2,193,345 | 2,265,570 |
Félicie Burelle Managing Director |
|
|
|
|
Fixed compensation | 750,900 | 750,900 | 650,760 | 650,760 |
Annual variable compensation | 825,000 | 615,150(1) | 615,150 | 600,000 |
Exceptional compensation | 75,000 | 75,000 |
|
|
Director’s compensation | 47,294 | 47,294 | 50,737 | 50,737 |
Benefits in kind (accounting valuation) | 12,129 | 12,129 | 11,814 | 11,814 |
Total | 1,710,323 | 1,500,473 | 1,328,461 | 1,313,311 |
|
In euros | 2023 | 2022 |
---|---|---|
Laurent Burelle Chairman of the Board of Directors |
|
|
Compensation due in respect of the year (see details in the table above) | 1,009,294 | 1,013,237 |
Value of stock options awarded during the year | 0 | 0 |
Value of performance shares awarded during the year | 0 | 0 |
Valuation of other long-term compensation plans | 0 | 0 |
Total | 1,009,294 | 1,013,237 |
Laurent Favre Chief Executive Officer |
|
|
Compensation due in respect of the year (see details in the table above) | 2,639,054 | 2,193,345 |
Value of stock options awarded during the year | 0 | 0 |
Value of performance shares awarded during the year | 773,010 | 803,054 |
Valuation of other long-term compensation plans | 0 | 0 |
Total | 3,412,064 | 2,996,399 |
Félicie Burelle Managing Director |
|
|
Compensation due in respect of the year (see details in the table above) | 1,710,323 | 1,328,461 |
Value of stock options awarded during the year | 0 | 0 |
Value of performance shares awarded during the year | 515,340 | 535,374 |
Valuation of other long-term compensation plans | 0 | 0 |
Total | 2,225,663 | 1,863,835 |
In accordance with Article L. 22-10-34 II of the French Commercial Code, the General Meeting of Shareholders of April 24, 2024 will approve the fixed, variable and exceptional components of the total compensation and benefits of any kind paid during or allocated in respect of fiscal year 2023 to Mr. Laurent Burelle, Chairman of the Board of Directors, Mr. Laurent Favre, Chief Executive Officer and Ms. Félicie Burelle, Managing Director.
The exceptional components of compensation paid during 2023 or awarded in respect of the same fiscal year are decided by the Board of Directors and will be ratified by the General Meeting of Shareholders.
Components of compensation | Amounts paid | Amounts granted in respect of fiscal year 2023 | Comments |
---|---|---|---|
Fixed compensation | €950,000 | €950,000 | The annual fixed compensation of Laurent Burelle amounts to €950,000 from January 1, 2023. |
Annual variable compensation | €0 | €0 | Laurent Burelle does not receive any annual variable compensation. |
Multi-year variable compensation | €0 | €0 | Laurent Burelle does not receive any multi-year variable compensation. |
Exceptional compensation | €0 | €0 | Laurent Burelle does not receive any exceptional compensation. |
Director’s compensation | €59,294 | €59,294 | Laurent Burelle received compensation of €59,294 in respect of his directorship and as Chairman of the Board of Directors for fiscal year 2023. |
Grant of stock options, performance shares or other long-term compensation | €0 | €0 | Laurent Burelle does not receive any stock options, performance shares or other long-term compensation. |
Joining or severance compensation | €0 | €0 | Laurent Burelle does not receive any compensation for taking up or leaving office. |
Supplementary pension plans | €0 | €0 | In addition to the pension rights in the mandatory plan, Laurent Burelle benefits from the supplementary pension plan provided by Burelle SA (Compagnie Plastic Omnium SE’s parent company) |
Benefits in kind | €0 | €0 | N/A |
Components of compensation | Amounts paid | Amounts granted in respect of fiscal year 2023 | Comments |
---|---|---|---|
Fixed compensation | €1,100,900 | €1,100,900 | The annual fixed compensation of Laurent Favre amounts to €1,100,900 from January 1, 2023. |
Annual variable compensation | €1,127,775 (variable compensation awarded in respect of fiscal year 2022) | €1,320,000 | During the meeting of February 21, 2024, the Board of Directors, on the recommendation of the Compensation Committee, determined and set the amount of the variable compensation (quantifiable and qualitative parts) of Laurent Favre in respect of fiscal year 2023 at €1,320,000. The Board of Directors, on the recommendation of the Compensation Committee, decided to define the methods for calculating the variable compensation as follows:
In application of these methods and the achievement of the criteria used to calculate the variable portion, the amount of the variable portion for 2023 was determined as follows:
For the financial component, the criteria set are:
The financial objectives for 2023 have been set in relation to the Group’s provisional budget as approved by the Board of Directors on December 7, 2022.
The non-financial portion includes:
The proportion of quantitative elements included in the composition of the ESG criterion represents 53% of the total weighting defined at 15%, i.e. a sub-weighting of 8% out of the total 15% thus defined.
The quantifiable part of the criteria therefore represents 78% and the qualitative part 22%. At its meeting of February 21, 2024, the Board of Directors, on the recommendation of the Compensation Committee:
Overall achievement rate taking into account the weighting of the various criteria: 110%.
The variable portion for 2023 thus amounts to €1,320,000 and will only be paid to Laurent Favre subject to the favorable vote of shareholders at the General Meeting of Shareholders of April 24, 2024. |
Multi-year variable compensation | None | None | Laurent Favre does not receive any multi-year compensation. |
Joining or severance compensation | None | None | Laurent Favre does not receive any compensation for taking up or leaving office. |
Director’s compensation | €47,294 | €47,294 | Laurent Favre received compensation of €47,294 in respect of his directorship for fiscal year 2023. |
Exceptional compensation | €150,000 | €150,000 | Laurent Favre received exceptional compensation of €150,000 in 2023. |
Grant of stock options, performance shares or other long-term compensation | None | Valuation: €773,010 | The Board of Directors' meeting of February 21, 2023 decided to implement a new Free share award plan from April 27, 2023, under the authorization granted by the General Meeting of Shareholders of April 21, 2022. The vesting of these shares is subject to the achievement of five performance conditions assessed in respect of each fiscal year 2023, 2024 and 2025. The number of performance shares vested depends on the achievement of the following objectives:
The first full year taken into account for the assessment of the performance conditions for this grant is 2023. The Board of Directors defined a threshold for each of these criteria, below which no shares will be vested in respect of each of these criteria. This threshold is set at 80% achievement for the first two criteria. For the other three criteria, the trigger threshold is the achievement of the objective. The allocation cannot exceed 100% of the total, even if the objectives are exceeded. |
Supplementary pension plans | €0 | €88,323 | In addition to the pension rights of the mandatory plan, Laurent Favre benefits from Compagnie Plastic Omnium SE’s new pension plan with certain rights. |
Benefits in kind | Valuation: €20,860 | Valuation: €20,860 | Laurent Favre benefits from a company car and a sports club subscription whose total value is estimated at €20,860. Laurent Favre benefits from supplementary social protection schemes, in particular the welfare and health insurance scheme for Group employees in accordance with the decision of the Board of Directors of September 24, 2019. |
Components of compensation | Amounts paid | Amounts granted in respect of fiscal year 2023 | Comments |
---|---|---|---|
Fixed compensation | €750,900 | €750,900 | The annual fixed compensation of Félicie Burelle amounts to €750,900 from January 1, 2023. |
Annual variable compensation | €615,150 (variable compensation awarded in respect of fiscal year 2022) | €825,000 | During the meeting of February 21, 2024, the Board of Directors, on the recommendation of the Compensation Committee, determined and set the amount of the variable compensation (quantifiable and qualitative parts) of Félicie Burelle in respect of fiscal year 2023 at €825,000. The Board of Directors, on the recommendation of the Compensation Committee, decided to define the methods for calculating the variable compensation as follows:
In application of these methods and the achievement of the criteria used to calculate the variable portion, the amount of the variable portion for 2023 was determined as follows: For the financial component, the criteria set are:
The financial objectives for 2023 have been set in relation to the Group’s provisional budget as approved by the Board of Directors on December 7, 2022.
The non-financial portion includes:
The proportion of quantitative elements included in the composition of the ESG criterion represents 53% of the total weighting defined at 15%, i.e. a sub-weighting of 8% out of the total 15% thus defined. The quantifiable part of the criteria therefore represents 78% and the qualitative part 22%.
At its meeting of February 21, 2024, the Board of Directors, on the recommendation of the Compensation Committee:
Overall achievement rate taking into account the weighting of the various criteria: 110%. The variable portion for 2023 thus amounts to €825,000 and will only be paid to Félicie Burelle subject to the favorable vote of shareholders at the General Meeting of Shareholders of April 24, 2024. |
Multi-year variable compensation | None | None | Félicie Burelle does not receive any multi-year compensation. |
Joining or severance compensation | None | None | Félicie Burelle does not receive any compensation for taking up or leaving office. |
Director’s compensation | €47,294 | €47,294 | Félicie Burelle was paid €47,294 as compensation for her office as director in respect of fiscal year 2023. |
Exceptional compensation | €75,000 | €75,000 | Félicie Burelle received exceptional compensation of €75,000 in 2023. |
Grant of stock options, performance shares or other long-term compensation | None | Valuation: €515,340 | The Board of Directors' meeting of February 21, 2023 decided to implement a new Free share award plan from April 27, 2023, under the authorization granted by the General Meeting of Shareholders of April 21, 2022. The vesting of these shares is subject to the achievement of five performance conditions assessed in respect of each fiscal year 2023, 2024 and 2025. The number of performance shares vested depends on the achievement of the following objectives:
The first full year taken into account for the assessment of the performance conditions for this grant is 2023. The Board of Directors defined a threshold for each of these criteria, below which no shares will be vested in respect of each of these criteria. This threshold is set at 80% achievement for the first two criteria. For the other three criteria, the trigger threshold is the achievement of the objective. The allocation cannot exceed 100% of the total, even if the objectives are exceeded. |
Supplementary pension plans | €0 | €39,364 (under the defined-benefit pension plan with certain rights under Article L. 137-11-2 of the French Social Security Code)
€49,618 (under the defined-benefit pension plan with uncertain rights under Article L. 137-11 of the French Social Security Code) | In addition to the pension rights of the mandatory plan, Félicie Burelle benefits from the Compagnie Plastic Omnium SE supplementary defined-benefit pension plans with uncertain rights and the new plan with certain rights. |
Benefits in kind | Valuation: €12,129 | Valuation: €12,129 | Félicie Burelle has a company car. Félicie Burelle benefits from supplementary social protection schemes, in particular the welfare and health insurance scheme for Group employees in accordance with the decision of the Board of Directors of September 24, 2019. |
In accordance with Article L.22-10-9 of the French Commercial Code, the following table presents changes, starting in 2019, in the equity ratio between the compensation paid to executive corporate officers and the average and median compensation paid to Plastic Omnium employees in France.
The ratios are usually compared to the Group’s performance. However, the impact of the Covid-19 health crisis on the Group’s performance makes the change in the equity ratio difficult to compare.
The payroll taken into account increased by 5.8% during the same period of comparison.
The average compensation of employees located in France and taken into account to produce this equity ratio rose from €61,027 in 2019 to €67,238 in 2023, an increase of 12.7%.
The ratios were calculated using the following methodology:
It should be noted that Mr. Laurent Favre and Ms. Félicie Burelle have been directors since January 1, 2020.
Mr. Laurent Burelle was Chairman and CEO until December 31, 2019; he has been Chairman of the Board of Directors since January 1, 2020.
| Equity ratio | 2019 | 2020 | 2021 | 2022 | 2023 |
---|---|---|---|---|---|---|
Laurent Burelle Chairman of the Board of Directors (since January 1, 2020) | Individual compensation / Average compensation of other employees | 60.6 | 33.3 | 17 | 15.9 | 15.0 |
Individual compensation / Median compensation of other employees | 81 | 43.1 | 21.9 | 20.8 | 19.6 | |
Laurent Favre Chief Executive Officer | Individual compensation / Average compensation of other employees | - | 31.4 | 43.3 | 48.1 | 47.9 |
Individual compensation / Median compensation of other employees | - | 40.7 | 55.8 | 63 | 62.6 | |
Félicie Burelle Managing Director | Individual compensation / Average compensation of other employees | - | 16.1 | 21.4 | 29 | 30.0 |
Individual compensation / Median compensation of other employees | - | 20.8 | 27.5 | 37.9 | 39.2 |
The Group reports below the indicators usually monitored and which were strongly impacted by the current context.
| 2019 | 2020 | 2021 | 2022 | 2023 |
---|---|---|---|---|---|
Net profit (loss) – Attributable to owners of the parent | 258.2 | (251.1) | 126.3 | 167.6 | 163 |
Change | -51% | -197% | + 150% | + 33% | -3% |
The 2024 compensation policy for the directors (executive corporate officers and directors) presented below will be submitted for approval to the General Meeting of Shareholders to be held on April 24, 2024, in accordance with Article L. 22-10-8 of the French Commercial Code. It will take effect upon its approval by the shareholders. The 2023 compensation policy approved by the 2023 General Meeting of Shareholders remains applicable until this date.
Upon a proposal from the Board of Directors, the General Meeting of Shareholders sets the overall budget amount for the annual compensation of directors and censors for their work on the Board of Directors and the committees, to be distributed to each of them.
On the recommendation of the Compensation Committee, the Board of Directors approved the rules for distributing this annual budget according to an individual compensation distribution system based on effective participation by directors and censors at meetings of the Board of Directors and those of its committees, in accordance with Article 21.1 of the AFEP-MEDEF Code. The distribution rules are set out below.
The Board of Directors decided to keep the overall amount of compensation allocated to the directors unchanged at €900,000, as of January 1, 2024.
In its meeting on February 21, 2024, the Board of Directors defined the compensation distribution for directors as follows:
Board of Directors | Per Board meeting |
---|---|
Chairman of the Board | €8,000 |
Director | €3,000 |
Censor | €3,000 |
Specialized committees | Per meeting of each committee |
---|---|
Chairman | €5,000 |
Member | €4,000 |
The balance is shared between the directors and censors based on their attendance at meetings of the Board of Directors and each committee.
Directors representing employees receive compensation for their directorship under the same terms and conditions as any other director.
The compensation of executive corporate officers must reflect the Company’s strategy and be competitive in order to attract, motivate and retain the best talents in the highest positions of the Company.
This compensation is assessed on an overall basis, by taking into account all of its components.
The fixed portion is defined according to the role, experience and reference market of the executive corporate officer, having regard in particular to the compensation granted to executive corporate officers of groups similar in size and development are comparable to that of the Plastic Omnium Group. It is set by the Board of Directors, on the proposal of the Appointments Committee.
The annual variable compensation is intended to reflect the executive corporate officer’s personal contribution to the development of the Group and the improvement of its results. It is balanced in respect of the fixed portion decided by the Board of Directors and is between 80% and 120% of the fixed portion depending on whether or not previously set targets have been achieved or exceeded.
To assess the competitiveness of this compensation, a consistent and stable reference panel is defined by the Compensation Committee. It is made up of French and international companies with a significant global position. These companies are located in comparable markets, being, within in the automotive sector, direct competitors of the Plastic Omnium Group, or operate in the broader automotive industry, for all or part of their business. It is reviewed each year by the Compensation Committee in order to verify its relevance and is subject to change, in particular to take into account changes in the structure or business of the companies selected.
The variable compensation of executive corporate officers must include a predominant quantitative part subject to performance conditions with assessment periods adapted to the horizon of each of these objectives.
The Board of Directors has established the compensation policy applicable to executive corporate officers in the interests of the Company, in order to ensure the Company’s long-term sustainability and development.
The compensation policy applied to executive corporate officers is directly linked to the Group’s strategy. It promotes harmonious, regular and sustainable growth, both in the short and long term. The aim of the Board of Directors is to encourage Senior Executives to maximize the performance of each fiscal year, and also ensure its repetition and regularity.
The Board of Directors chooses to directly correlate the performance of the executive corporate officer with that of the Company. These performance criteria make it possible to assess the Plastic Omnium Group’s performance through internal performance indicators and external growth indicators. The objectives selected generate long-term value. The choice of various operational financial criteria aims to encourage balanced and sustainable growth. The ESG criteria are an integral part of this analysis, and include quantitative criteria related to climate objectives (see below).
These objectives must also encourage the executive corporate officer to adapt the Group’s strategy to the transformations of the automotive industry, in particular the digital transformation and the shift towards less carbon-intensive mobility.
Compensation must promote a long-term development approach, in line with the Group’s permanent values, reflected in its purpose. For many years, the Plastic Omnium Group, as part of its CSR ambitions, set out in the “Act for All” program, has permanently linked the issues of sustainable performance, safety and well-being at work to the compensation of its executive corporate officers. As a company committed over the long term to innovative and sustainable mobility, with a majority family shareholder, Compagnie Plastic Omnium SE intends to maintain this link between the annual variable compensation and the long-term compensation of its executive corporate officers and the ESG objectives, namely:
In this context, ambitious and quantified objectives guide the definition of the variable and long-term compensation of executive corporate officers, in particular:
In addition to these elements having a significant impact on the Company’s executive compensation, Plastic Omnium pays particular attention to the well-being at work and the employment of seniors.
With regard to the compensation of the executive corporate officers (Chief Executive Officer and Managing Director), in accordance with the AFEP-MEDEF code to which Plastic Omnium refers, the objectives and the degree of achievement of each one are assessed each year by the Compensation Committee.
For 2024, the weighting of ESG criteria in the definition of compensation has been set at 15%of the variable compensation. Within these criteria, the share of quantifiable criteria continue to be the much larger part. Thus, 53% of the ESG criteria are quantifiable, the “climate” criterion only includes quantifiable objectives, in application of Plastic Omnium’s “carbon neutrality” roadmap.
Similarly, the allocation of performance shares to the Chief Executive Officer and Managing Director is subject to compliance with two ESG criteria. The performance shares, whose final grant would take place in 2026, are thus subject, in addition to the applicable quantifiable financial objectives, to the achievement in 2025 of the carbon neutrality objective and the gender diversity targets in governing bodies, i.e. reaching 25% women on the governing bodies by 2025.
Compensation is defined annually in such a way as to ensure the proper application of the policy and rules set by the Board of Directors. The latter is based on the work and recommendations of the Compensation Committee, which at December 31, 2023 was composed of three directors including one employee director. The Committee has the information it needs to prepare its recommendations and in particular, to assess the performance of the executive corporate officers with regard to the short, medium and long-term objectives.
The Compensation Committee has all the internal information it needs to perform its duties. This information enables it to assess the performance of the Group and of its executive corporate officers, both economically and in non-financial matters. The annual, economic and financial results of the Group are presented each year to the Compensation Committee in the month of February and serve as a basis to assess the financial performance criteria for the variable compensation of executive corporate officers.
The principles of the Human Resources policy are regularly presented to the members of this Committee or at Board meetings. The directors are able to verify the consistency between the compensation of the executive corporate officers and the compensation and employment conditions of the Group’s employees.
The committee and the Board may also deepen their assessment of the Company’s performance by any means that they choose, for example by calling upon the Group’s main executive corporate officers to provide information, in conjunction with Senior Executives.
Recommendations are made to the Board of Directors on the basis of this work, and which then collectively takes decisions relating to the determination of the compensation of executive corporate officers.
When a new member of the Board of Directors is appointed or co-opted during the fiscal year, the Board discusses the elements of compensation to be granted, in accordance with the compensation policy previously voted by the General Meeting of Shareholders.
The Compensation Committee carefully analyzes the texts and reports on the compensation of executive corporate officers, in particular the report on corporate governance and the compensation of the executives of listed companies of the French Financial Markets Authority, as well as the report of the High Authority on Corporate Governance. It complies with the recommendations of the AFEP-MEDEF Corporate Governance Code for listed companies, to which Compagnie Plastic Omnium SE refers.
It is attentive to the observations of investors and strives to take them into account, while maintaining the consistency of the compensation policy decided by the Board of Directors and subject to the constraints related to the confidentiality of information.
The Compensation Committee’s work is also based on an international panel of leading global companies, which serves as a reference for comparative compensation studies. This panel is composed of French and international companies, selected on the basis of their governance, business sector, size and nationality. These companies are located in similar markets, either directly competing with Compagnie Plastic Omnium SE or operating in the wider automotive market, for all or part of their activities.
It is on this basis that recommendations are made to the Board of Directors, which then collectively makes its decisions concerning the compensation of executive corporate officers, in accordance with the compensation policy approved by the General Meeting of Shareholders.
February 2023 |
|
July 2023 |
|
December 2023 |
|
Article L.22-10-8 of the French Commercial Code and the order of November 27, 2019, issued in application of the Pacte law, give companies the chance to include in their compensation policy any exemptions in the event of exceptional circumstances. Failing this, the Board of Directors would be unable to grant an element of compensation not provided for in the compensation policy previously approved by the General Meeting of Shareholders, even though this decision could be necessary in view of these exceptional circumstances. It is specified that this exemption can only be temporary while awaiting the approval of the modified compensation policy by the next General Meeting of Shareholders; it would be duly justified and in accordance with the Company’s interests.
If necessary, the modification of the compensation policy in the light of exceptional circumstances would be decided by the Board of Directors on the recommendation of the Compensation Committee and in accordance with the provisions of the AFEP-MEDEF Code. Thus, for example, the recruitment of a new executive corporate officer under unforeseen conditions could require the temporary modification of certain existing compensation elements or the proposal of new compensation elements.
Furthermore, the Board of Directors may allocate, on the recommendation of the Compensation Committee, indemnities or benefits when executive corporate officers take up, terminate or change their office.
It could also be necessary to modify the performance conditions governing the acquisition of all or part of the existing compensation components in the event of exceptional circumstances resulting in particular from a significant change in the scope of the Group following a merger transaction, a sale, acquisition, or creation of a significant new business, a change in accounting method or a major event affecting the markets or the Group’s business segment.
The Board of Directors of February 21, 2024, in accordance with the recommendation of the AFEP-MEDEF Code, proposes that the General Meeting of Shareholders of April 24, 2024 determine the compensation of the Chairman of the Board of Directors who does not assume the General Management, by defining the fixed annual compensation, excluding any variable compensation of allocation of performance shares.
Mr. Laurent Burelle benefits from welfare insurance cover and coverage of healthcare costs.
The compensation of the Chairman of the Board of Directors is determined on the basis of the following items:
It is essential for the Board of Directors to be able to count on a committed, experienced and competent Chairman such as Mr. Laurent Burelle, recognized for his involvement in governance issues and relations with stakeholders. Mr. Laurent Burelle, who has chaired the Board of Directors since 2001, has already raised the governance of Compagnie Plastic Omnium SE to an exemplary level while serving as Chief Executive Officer until December 31, 2019. The Board wishes to highlight the expertise of Mr. Laurent Burelle, whose in-depth knowledge of the Company, its environment and its strategic challenges is a major asset.
The compensation of Mr. Laurent Burelle corresponds to the Board’s ambition to ensure the continuity of its work and enable its development.
The Board of Directors also took into account the extensive missions that it decided to entrust to Mr. Laurent Burelle in his capacity as Chairman of the Board of Directors.
On the recommendation of the Compensation Committee, the Board of Directors' meeting of December 6, 2023 proposes that the General Meeting of Shareholders maintain the fixed annual compensation of Mr. Laurent Burelle, Chairman of the Board, at €950,000.
| Amount | Presentation |
---|---|---|
Fixed compensation | €950,000 | The Board of Directors' meeting of December 6, 2023, on the recommendation of the Compensation Committee, proposes that the General Meeting of Shareholders of April 24, 2024, maintain the gross amount of compensation of Mr. Laurent Burelle at €950,000 |
Benefits incidental to compensation |
|
Mr. Laurent Burelle benefits from welfare insurance cover and coverage of healthcare costs |
The compensation of the Chief Executive Officer and the Managing Director consists of fixed compensation, variable compensation and the allocation of performance shares.
The Board of Directors determines the various components of this compensation, being attentive to the necessary balance between each of them. Each component of compensation corresponds to a defined and clearly stated objective. The various components of compensation form a balanced package with a breakdown of approximately:
The fixed compensation should reflect the responsibilities of the executive corporate officer, his or her level of experience and skills.
The fixed compensation serves as the basis for determining the maximum percentage of the target variable compensation.
In accordance with the principles set out above, the fixed compensation of the Chief Executive Officer in respect of 2024 amounts to €1,100,000 for the full year, and that of the Managing Director in respect of 2024 amounts to €750,000 for the full year; these are unchanged from fiscal year 2023.
The annual variable compensation would amount to a target of €1,400,000 for 100% achievement of the objectives set for Mr. Laurent Favre, and €950,000 for 100% achievement of the objectives set for Ms. Félicie Burelle. It may vary between 80% and 150% of the target set, depending on the level of achievement of the objectives. If achievement is below 80%, no variable compensation is paid, the percentage of achievement being assessed for each criterion. The absolute maximum, for each criterion and for the total variable compensation, is 150%. Thus, if the objectives are more than 150% achieved, the achievement rate will be 150%, making it possible to compensate for outperformance while limiting the short-term incentive.
As the principle is not to encourage inappropriate risk-taking, the annual variable compensation remains reasonable compared to the fixed compensation.
Variable compensation is designed to align the compensation of the executive corporate officer with the Group’s annual performance and to promote the implementation of its strategy year after year.
It is determined according to specific performance assessment criteria determined by the Board of Directors.
These criteria are financial, non-financial and qualitative.
The financial and non-financial criteria are simple and quantifiable. They represent a predominant portion of the annual variable compensation.
The weighting of each criterion as well as the objectives to be achieved are set at the beginning of the year in question and communicated to the executive corporate officer.
These criteria are as follows:
The quantifiable objectives for determining the variable portion of the compensation due in respect of fiscal year 2024 were defined in relation to the Group’s target forecasts presented to the Board of Directors on December 6, 2023.
Criteria | Presentation |
---|---|
Climate change |
|
Improvement in safety performance |
|
Gender parity on governing bodies |
|
Compliance |
|
In the event of the departure of an executive corporate officer during the first quarter, the Board of Directors may set the amount of the annual variable compensation for the current fiscal year pro rata temporis to the amount of the annual variable portion granted to the executive corporate officer concerned in respect of the previous fiscal year.
The allocation of performance shares is subject to quantifiable performance conditions. It aims to encourage the executive corporate officer to take action in the long term and to build loyalty and promote the alignment of their interests with the corporate interest and the interests of shareholders. To this end, the vesting of shares is subject to performance conditions that are recognized at the end of a vesting period of three years from the grant date.
The conditions for allocating performance shares are described below (section 3.2.3).
The value of these shares, estimated at the grant date in accordance with IFRS, used to prepare the consolidated financial statements, represents between 25% and 30% of the executive corporate officer’s overall compensation, and may not exceed 100% of the fixed compensation.
The executive corporate officers make a formal commitment not to use performance share risk hedging transactions until the end of the holding period set by the Board of Directors. They retain at least 10% of the shares granted until the end of their corporate office.
The other components of the compensation of executive corporate officers are as follows:
The executive corporate officers will continue to benefit from the protection of the collective welfare and health care plans for Senior Executives in order to have market-compliant social provision.
The Chief Executive Officer and the Managing Director, who are also directors, receive compensation for their participation on the Board of Directors.
You are reminded that the employment contracts of Mr. Laurent Favre and Ms. Félicie Burelle with Plastic Omnium Gestion have been suspended since January 1, 2020.
In addition, the Board of Directors has the option of negotiating a non-compete agreement with an executive corporate officer in the event of termination of the latter's duties within the Group, when this would be in the Group’s interests, and under financial conditions that comply with the principles set out by the AFEP-MEDEF Code to which Compagnie Plastic Omnium SE refers. No payment may be made unless this non-compete agreement has been approved by the General Meeting of Shareholders of Compagnie Plastic Omnium SE.
Lastly, executive corporate officers each have a company car.
The payment of variable and exceptional compensation in respect of fiscal year 2024 will be subject to the approval of the Annual General Meeting to be held in 2025.
| Amount | Presentation | |
---|---|---|---|
Fixed compensation Laurent Favre Change 2023-2024
Félicie Burelle Change 2023-2024 |
€1,100,000 unchanged
€750,000 unchanged | On December 6, 2023, the Board of Directors, on the recommendation of the Compensation Committee, proposes to the General Meeting of Shareholders of April 24, 2024, to set the amount of the fixed compensation of executive corporate officers at €1,100,000 for Mr. Laurent Favre, Chief Executive Officer, and €750,000 for Ms. Félicie Burelle, Managing Director. | |
Annual variable compensation Laurent Favre
Félicie Burelle |
€1,400,000 (target 127% of fixed) maximum 150%, i.e. €2,100,000
€950,000 (target 127% of fixed) Maximum 150%, i.e. €1,425,000 | The annual variable compensation is designed to align the compensation of executive corporate officers with the Group’s annual performance and to promote the implementation of its strategy year after year. The aim of the Board of Directors is to encourage executive corporate officers to both maximize the performance of each fiscal year and ensure its repetition and regularity over the years. | |
Performance assessment criteria for 2024 | Weighting | ||
Financial criteria | 70% | ||
|
| ||
Non-financial criteria | 30% | ||
| 15%
15% | ||
Quantifiable, financial (70%) and non-financial (8%) criteria represent 78% of annual variable compensation. The weighting of each criterion, as well as the objectives to be achieved, were set at the end of 2023 and communicated to the executive corporate officers. The assessment is made without offsetting criteria. | |||
Performance shares |
| The Board of Directors, at its meeting of February 21, 2024, decided on the implementation of a new plan as part of the authorization approved by the General Meeting of Shareholders of April 21, 2022. The allocation decided in favor of the executive corporate officers complies with the recommendations of the AFEP-MEDEF Code. The grant value is set at €900,000 for Mr. Laurent Favre and €600,000 for Ms. Félicie Burelle; the equivalent in shares was calculated on the basis of the price of the 20 trading sessions preceding the Combined General Meeting of April 26, 2023. Executive corporate officers are also required to retain 10% of the shares that are definitively allocated to them at the end of the vesting period, until the end of their corporate office. The vesting of these shares is subject to the fulfillment of performance conditions which will be noted at the end of the vesting period and since the grant date. These performance conditions are based on five criteria, assessed over the years 2024, 2025 and 2026, and in line with the Company’s strategic plan:
The achievement of each objective would trigger the allocation of 20% of the allocation in shares. | |
Compensation as director | €3,000 per meeting of the Board of Directors | Mr. Laurent Favre and Ms. Félicie Burelle will receive compensation in respect of their directorships | |
Benefits incidental to compensation |
|
Executive corporate officers will be provided with the material resources necessary for the performance of their duties, such as the provision of a company car. They will also benefit from tax assistance, an annual medical check-up and a subscription to a sports club.
Executive corporate officers will continue to benefit from defined-benefit pension plans as well as welfare insurance and healthcare cost plans. |
The components of the total compensation attributable to each of the executive corporate officers are presented below:
Decisions relating to the allocation of shares are linked to performance and are intended to encourage the achievement of the Group’s long-term objectives and the resulting value creation for shareholders. For this purpose, the vesting of the shares is subject to performance conditions that are recognized at the end of a vesting period of four years from the grant date.
The value of these shares, estimated at the grant date, may not exceed 100% of the annual compensation of the executive corporate officer.
If an event justifies it, the Board of Directors reserves the right to award an additional grant. This allocation, if any, to the executive corporate officer, duly justified by the Board of Directors, would be made in accordance with the annual ceiling authorized by the General Meeting of Shareholders.
The executive corporate officer is required to keep, in registered form and until the end of his or her duties, 10% of the performance shares granted and definitively vested at the end of the vesting period, after reviewing the performance conditions.
The executive corporate officer undertakes not to use performance share risk hedging transactions until the end of the holding period set by the Board of Directors.
The performance criteria relate to all the shares allocated to the executive corporate officer.
These criteria, assessed over a period of three or four fiscal years preceding the grant date, are defined for each plan decided and must be complementary and in line with the objectives and specificities of the Group while promoting balanced and steady long-term growth.
The right to performance shares is lost in the event of departure for reasons of resignation or for serious or gross misconduct. In the event of the dismissal of an executive corporate officer, the Board will decide on how any performance shares granted since their appointment as an executive corporate officer will be treated.
The Combined General Meeting of Shareholders of Compagnie Plastic Omnium SE of April 21, 2022 decided, in its 23rd resolution, to authorize the Board of Directors to allocate free shares to certain employees and/or directors of Group companies, up to a limit of 0.2% of the Company’s share capital on the date of the General Meeting of Shareholders, with an annual sub-ceiling of 0.1% of this same share capital.
Under the authorization of the General Meeting of Shareholders of April 21, 2022, the Board of Directors, during its meeting of February 21, 2023, decided to implement, from April 27, 2023, an allocation of shares free of charge, known as performance shares, in favor of executive corporate officers of Compagnie Plastic Omnium SE (see section 3.2.3.3.1).
The Board of Directors decided to limit the beneficiaries of this plan to executive corporate officers with the aim of mobilizing the Group’s key players around its successful development.
The main features of this plan, covering 92,025 shares and benefiting executive corporate officers, are as follows:
Vesting period | From April 27, 2023 to the date of the General Meeting of Shareholders in 2026 |
---|---|
Presence conditions (contract in force with a Group company on these dates, except for retirement, death, disability or exceptional decision) | On the date of the 2026 General Meeting of Shareholders called to approve the financial statements for the 2025 fiscal year |
Final vesting date | As of the date of the 2026 General Meeting of Shareholders called to approve the financial statements for the 2025 fiscal year |
Holding period | No holding period except for a minimum of 10% of the performance shares allocated, which must be held until the end of their term of office |
End of vesting period | As of the date of the 2026 General Meeting of Shareholders called to approve the financial statements for the 2025 fiscal year |
Performance conditions |
|
Name and positions of the director | plan date | Number of performance shares awarded during the fiscal year | Value of shares using the method applied in the consolidated financial statements (in €) | Grant date | End of vesting period * | Performance conditions |
---|---|---|---|---|---|---|
Laurent Burelle Chairman of the Board of Directors | N/A | 0 | 0 | N/A | N/A | N/A |
Laurent Favre Chief Executive Officer | 04/27/2023 | 55,215 | 14 | 04/27/2023 | date of the 2026 General Meeting of Shareholders called to approve the financial statements for the 2025 fiscal year | 100% of the shares granted are subject to performance criteria (see section 3.2.3.2) |
Félicie Burelle Managing Director | 04/27/2023 | 36,810 | 14 | 04/27/2023 | date of the 2026 General Meeting of Shareholders called to approve the financial statements for the 2025 fiscal year | 100% of the shares granted are subject to performance criteria (see section 3.2.3.2) |
* Availability limited to 90% of the shares granted, with 10% of the shares to be held until the end of the term of office of executive corporate officers
Name and position of the executive corporate officer | Plan date | Number of shares available during fiscal year 2023 |
---|---|---|
Laurent Favre Chief Executive Officer | 04/30/2020 04/23/2021 04/22/2022 04/27/2023 | 0 0 0 0 |
Félicie Burelle Managing Director | 05/02/2019 04/30/2020 04/23/2021 04/22/2022 04/27/2023 | 10,500 0 0 0 0 |
For the year | 2019 | 2020 |
---|---|---|
| Plan of May 2, 2019 | Plan of April 30, 2020 |
Date of the GM authorization | 04/26/2018 | 04/26/2018 |
Board decision date | 02/13/2019 | 12/11/2020 |
Share value in euros(1) | 23 | 15 |
Start of vesting period | 05/02/2023 | 04/30/2024 |
Start of holding period | None | April 30, 2024 concerning the directors for 10% of the shares |
End of holding period | None | None except on the date of dismissal of the director |
Related conditions | 50% depending on the level of the Group’s operating margin for fiscal years 2019, 2020, 2021, 2022 and 50% depending on the level of the Group’s free cash-flow. The two criteria are assessed at scope and market conditions unchanged | 50% depending on the level of cumulative free cash flow for fiscal years 2020, 2021 and 2022 and 50% depending on growth in net earnings per share. The two criteria are assessed at scope and market conditions unchanged |
Number of performance shares awarded | 400,000 | 228,373 |
Shares vested from 01/01/2023 to 12/31/2023 | 193,350 | 0 |
Rights canceled at 12/31/2023 | 205,650 | 48,000 |
Rights granted at 12/31/2023 | 0 | 0 |
Balance of rights at 12/31/2023 | 0 | 180,373 |
(1) Weighted average value (according to the method used for the consolidated financial statements). |
For the year | 2021 | 2022 |
---|---|---|
| Plan of April 23, 2021 | Plan of April 22, 2022 |
Date of the GM authorization | 04/26/2018 | 04/21/2021 |
Board decision date | 02/17/2021 | 02/17/2022 |
Share value in euros(1) | 28 | 14 |
Start of vesting period | After the 2025 General Meeting of Shareholders | After the 2025 General Meeting of Shareholders |
Start of holding period | No later than June 30, 2025 concerning the directors for a total of 10% of the shares | No later than June 30, 2025 concerning the directors for a total of 10% of the shares |
End of holding period | On the date of dismissal of the director | On the date of dismissal of the director |
Related conditions | 25% depending on the rate of return on capital employed in 2021, 2022, 2023 25% depending on the level of cumulative free cash-flow in 2021, 2022, 2023 25% depending on the average annual growth rate of the Group’s consolidated revenue for 2021, 2022, 2023 25% depending on the percentage of women and deployment of actions to reduce the carbon footprint in 2021, 2022, 2023 | 25% depending on the rate of return on capital employed in 2022, 2023, 2024 25% depending on the level of cumulative free cash-flow in 2022, 2023, 2024 25% depending on the average annual growth rate of the Group’s consolidated revenue for 2022, 2023, 2024 25% depending on the percentage of women and deployment of actions to reduce the carbon footprint in 2022, 2023, 2024 |
Number of performance shares awarded | 45,947 | 95,602 |
Shares vested from 01/01/2023 to 12/31/2023 | 0 | 0 |
Rights canceled at 12/31/2023 | 0 | 0 |
Rights granted at 12/31/2023 | 0 | 0 |
Balance of rights at 12/31/2023 | 45,947 | 95,602 |
|
For the year | 2023 |
---|---|
| Plan of April 27, 2023 |
Date of the GM authorization | 04/21/2022 |
Board decision date | 02/21/2023 |
Share value in euros(1) | 14 |
Start of vesting period | After the 2026 General Meeting of Shareholders |
Start of holding period | No later than June 30, 2026 concerning the directors for a total of 10% of the shares |
End of holding period | On the date of dismissal of the director |
Related conditions | 20% depending on the rate of return on capital employed in 2023, 2024, 2025 20% depending on the level of cumulative free cash-flow in 2023, 2024, 2025 20% depending on the level of Debt/Ebitda 20% depending on the level of stock market performance over 2023, 2024, 2025 20% depending on the percentage of women and the deployment of actions to reduce the carbon footprint in 2023, 2024, 2025 |
Number of performance shares awarded | 92,025 |
Shares vested from 01/01/2023 to 12/31/2023 | 0 |
Rights canceled at 12/31/2023 | 0 |
Rights granted at 12/31/2023 | 0 |
Balance of rights at 12/31/2023 | 92,025 |
|
Plan | 05/02/2019 | 04/30/2020 | 04/23/2021 | 04/22/2022 |
---|---|---|---|---|
Total number of beneficiaries | 255 | 55 | 2 | 2 |
Total number of performance shares awarded | 400,000 | 228,373 | 45,947 | 95,602 |
of which the number allocated to executive corporate officers: 10,500 | ||||
Laurent Burelle | 0 | 0 | 0 | 0 |
Laurent Favre | - | 27,922 | 29,537 | 57,361 |
Félicie Burelle | 14,000(1) | 17,451 | 16,410 | 38,241 |
Grant date | 05/02/2019 | 04/30/2020 | 04/23/2021 | 04/22/2022 |
Start of vesting period | 05/02/2023(2) | 04/30/2024(2) | As of the date of the 2025 General Meeting of Shareholders called to approve the financial statements for the 2024 fiscal year | As of the date of the 2025 General Meeting of Shareholders called to approve the financial statements for the 2024 fiscal year |
Term | 4 years | 4 years | 4 years | 3 years |
Holding period | None | Lock-up of 10% until the end of the term of office of the executive corporate officers | Lock-up of 10% until the end of the term of office of the executive corporate officers | Lock-up of 10% until the end of the term of office of the executive corporate officers |
|
Plan | 04/27/2023 |
|
|
|
|
|
|
|
|
---|---|---|---|---|---|---|---|---|---|
Total number of beneficiaries | 2 |
|
|
|
|
|
|
|
|
Total number of performance shares awarded | 92,025 |
|
|
|
|
|
|
|
|
of which the number allocated to executive corporate officers: |
|
|
|
|
|
|
|
| |
Laurent Burelle | 0 |
|
|
|
|
|
|
|
|
Laurent Favre | 55,215 |
|
|
|
|
|
|
|
|
Félicie Burelle | 36,810 |
|
|
|
|
|
|
|
|
Grant date | 04/26/2023 |
|
|
|
|
|
|
|
|
Start of vesting period | As of the date of the 2026 General Meeting of Shareholders called to approve the financial statements for the 2025 fiscal year |
|
|
|
|
|
|
|
|
Term | 3 years |
|
|
|
|
|
|
|
|
Holding period | Lock-up of 10% until the end of the term of office of the executive corporate officers |
|
|
|
|
|
|
|
|
Performance shares granted to the top ten employees | Total number of shares awarded/shares vested | Value of shares using the method applied in the consolidated financial statements | Plan date |
---|---|---|---|
Shares granted during fiscal year 2023 by Compagnie Plastic Omnium SE to the 10 employees of any subsidiary within the scope of the share grant, with the highest number of shares thus granted | 0 | 0 | NA |
Shares vested during fiscal year 2023 by the 10 employees of any Compagnie Plastic Omnium SE subsidiary with the highest number of shares thus vested(1) | 0 | 0 | NA |
(1) Does not include shares acquired by employees who have left the Group. |
Compagnie Plastic Omnium SE may set up long-term incentive plans for the benefit of its employees and executive corporate officers, in an international context.
These awards have a dual purpose:
At the recommendation of the Compensation Committee, Compagnie Plastic Omnium SE’s Board of Directors may grant stock options to managers and executive corporate officers whom the Company wishes to recognize for their performance and their important role in business development and the Group’s current and future projects, wherever they may be based.
These stock options are granted after publication of the financial statements for the previous year, in accordance with the AFEP-MEDEF recommendation. In any case, stock options are granted on the basis of the performance of the individual in question at the time the plan is put in place.
Employees and directors who receive stock options thus have a stake along with shareholders in the Group’s strong and consistent growth.
At December 31, 2022, 111 employees, of which 47.8% in foreign subsidiaries, benefited from at least one stock option plan.
Stock option beneficiaries must comply with the regulations in force relating to inside information. They must familiarize themselves and abide by the Stock Exchange Ethics Charter accompanying the rules governing stock option plans.
Not applicable
Not applicable
Name of executive corporate officers Date of plans | Number of options awarded | Number of options not exercised | Date of 1st possible exercise | Date of expiry | Subscription price |
---|---|---|---|---|---|
Laurent Burelle Chairman of the Board of Directors | 0 | 0 | 0 | 0 | 0 |
Laurent Favre Chief Executive Officer | 0 | 0 | 0 | 0 | 0 |
Félicie Burelle Managing Director
Plan dated 03/11/2017 | 20,000* | 20,000 | 03/11/2021 | 03/11/2024 | 32.84 |
* Stock options granted under the employment contract. |
Date authorized by General Meeting of Shareholders | 04/28/2016 |
---|---|
Date of Board meeting | 02/22/2017 |
Total number of beneficiaries | 195 |
Total number of shares offered for purchase | 578,500 |
Of which can be subscribed for or bought by directors: |
|
Laurent Burelle | 0 |
Laurent Favre | 0 |
Félicie Burelle | 20,000* |
Anne Asensio | 0 |
Martina Buchhauser | N/A |
Anne-Marie Couderc | 0 |
Prof. Dr. Bernd Gottschalk | 0 |
Vincent Labruyère | 0 |
Éliane Lemarié | 0 |
Paul Henry Lemarié | 0 |
Lucie Maurel Aubert | 0 |
Alexandre Mérieux | 0 |
Cécile Moutet | 0 |
Élisabeth Ourliac | N/A |
Amandine Chaffois | N/A |
Ireneusz Karolak | N/A |
Start date for exercise of the options | 03/11/2021 |
Date of expiry | 03/11/2024 |
Purchase price (in euros) | 32.84 |
Number of options exercised at 12/31/2023 | 0 |
Total number of stock options that have been canceled or lapsed | 310,500 |
Options outstanding at the year end | 268,000 |
* Stock options granted under the employment contract. |
|
The number of outstanding options awarded by the Board of Directors under the authorizations voted by General Meetings of Shareholders and not yet exercised at December 31, 2023 was 268,000 stock options at a purchase price of €32.84, i.e. 0.18% of the 145,522,153 shares comprising the share capital at that date.
In accordance with the recommendations of the AFEP-MEDEF Code, the exercise of stock options granted in 2017 is subject to two cumulative performance conditions related to the outperformance over the vesting period of the options in respect of:
The executive corporate officers shall retain, in bearer form, until the end of their appointment, a number of shares corresponding to 10% of the balance of shares resulting from the exercise of the option. The “balance of shares resulting from the exercise of the option” refers to the total number of shares resulting from the exercise less the number of shares that must be transferred in order to finance the exercise of the options in question and, where applicable, the payment of any immediate or deferred taxes, social contributions and charges relating to the exercise of these options as applicable at the date of exercise of the options. If the number of shares fixed as a result, which must be retained until the loss of office, is a fraction, it is rounded off to the nearest lower whole number. It should be noted that since January 1, 2020, Mr. Laurent Burelle is no longer an executive corporate officer of Compagnie Plastic Omnium SE.
The executive corporate officers are committed not to resort to risk hedging transactions.
Stock options granted to the top ten employees who are not directors and options exercised by the latter | Total number of options granted/shares purchased | Weighted average price(1) | Plan date |
---|---|---|---|
Options granted by Compagnie Plastic Omnium SE in fiscal year 2023 to the 10 employees of any subsidiary within the scope of the share grant, with the highest number of shares thus granted | 0 | 0 | N/A |
Options held on Compagnie Plastic Omnium SE, exercised during fiscal year 2023, by the 10 employees of any subsidiary of Compagnie Plastic Omnium SE, with the highest number of options thus exercised(2) | 0 | 0 | N/A |
|
Transactions carried out during fiscal year 2023 on the Company’s shares, debt securities or financial instruments by directors and persons closely related to them, as referred to in Article L. 621‑18‑2 of the French Monetary and Financial Code, of which the Company is aware are as follows:
| Date of transaction | Type of transaction | Financial instrument | Quantity | Unit price (in euros) | Transaction price (in euros) |
---|---|---|---|---|---|---|
Virginie Fauvel* | 04/28/2023 | Acquisition | Shares | 900 | 15.8779 | 14,290.09 |
Prof. Dr. Bernd Gottschalk* | 03/31/2023 | Acquisition | Shares | 1,500 | 17.0939 | 25,640.90 |
Vincent Labruyère* | 10/30/2023 | Acquisition | Shares | 2,000 | 10.5000 | 21,000.00 |
Cécile Moutet* | 05/02/2023 | Subscription | Shares | 3,750 | 15.6200 | 58,575.00 |
Élisabeth Ourliac* | 02/28/2023 | Acquisition | Shares | 150 | 17 | 2,570.40 |
03/13/2023 | Acquisition | Shares | 435 | 16.5631 | 7,262.58 | |
03/17/2023 | Acquisition | Shares | 315 | 15.2900 | 4,854.88 | |
* Including persons with close ties within the meaning of the provisions of Article R. 621-43-1 of the French Monetary and Financial Code |
In accordance with the legal provisions and on the recommendation of the Audit Committee, the Board of Directors adopted a charter relating to the identification and evaluation of related-party agreements and free agreements whose purpose is to specify the methodology and criteria to be applied for the classification of related-party agreements and commitments relating to current agreements and entered into under arm’s length conditions by the Company and fulfilling these conditions. It may be amended at any time by the Board of Directors, in particular to take into account any legislative and regulatory changes.
In accordance with French law, agreements entered into between the persons referred to in Article L. 225-38 of the French Commercial Code (agreement entered into directly or through an intermediary between the Company and its Chief Executive Officer, one of its Managing Directors, one of its directors, one of its shareholders holding a fraction of the voting rights greater than 10% or, in the case of a corporate shareholder, the Company controlling it within the meaning of Article L. 233-3 of the French Commercial Code), relating to current agreements and entered into under arm’s length conditions, are not subject to prior authorization by the Board of Directors.
The charter provides for the following procedure: the Legal and Financial Departments, informed of any draft agreement that may be qualified as a related-party agreement or a current agreement, are responsible for analyzing the characteristics of said agreement and thus submitting it either to the authorization and control procedure provided for related-party agreements, or classifying it as an agreement relating to ordinary transactions concluded under arm’s length conditions. This procedure also provides for an annual review by the Audit Committee of agreements classified as current transactions entered into under arm’s length conditions based on the accounting entries recorded during the previous fiscal year. This review is carried out in the light of the criteria specified in the charter enabling a current agreement to be classified as under arm’s length conditions.
Each year, the Audit Committee also examines the relevance of the criteria used to classify a current agreement entered into under arm’s length conditions, specified in the charter.
The Audit Committee reports on its work to the Board of Directors, which ensures, on the basis of these reports, that the aforementioned agreements relating to day-to-day transactions and entered into under arm’s length conditions meet these conditions. In this context, the Board of Directors may either confirm the classification as a current agreement entered into under arm’s length conditions, or consider that the agreement in question must be subject to the related-party agreement procedure and therefore be subject to its ratification. In compliance with the regulations, the persons directly or indirectly interested in one of the aforementioned agreements do not take part in the discussions or in the decision-making relating to their assessment.
Pursuant to Article L. 22-10-10, 2° of the French Commercial Code, concerning fiscal year 2023, the work of the Audit Committee confirmed that all agreements entered into or renewed by the signatories during this fiscal year related to current transactions and were concluded under arm’s length conditions, or were duly authorized by the Board of Directors of the Company prior to their conclusion or renewal.
Pursuant to Article L.22-10-10, 2° of the French Commercial Code, the renewal of an agreement entered into previously took place during the 2023 fiscal year:
Agreement entered into in 2001 between Compagnie Plastic Omnium SE and BPO-B.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi AS. Compagnie Plastic Omnium SE holds 50% of the voting rights in BPO-B.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi AS.
This agreement was first authorized by the Board of Directors on February 24, 2016 and ratified by the General Meeting of Shareholders of April 28, 2016. The automatic renewal, from January 1, 2023, was authorized by the Board of Directors on February 21, 2023 and will be ratified by the General Meeting of Shareholders of April 24, 2024.
Its purpose is to use the designs, models, industrial processes, know-how, and related technical assistance services of Compagnie Plastic Omnium SE.
The agreement, for an initial period of five years, followed by tacit renewal for a period of one year, was renewed tacitly on January 1, 2023 for a further period of one year.
As of December 31, 2023, Compagnie Plastic Omnium SE recorded income in respect of the fee to be invoiced to BPO-B.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi AS for an amount of €239,092.72.
The agreements listed below, previously authorized by the Board of Directors and approved by the General Meeting of Shareholders during previous fiscal years in accordance with Article L. 225-40-1 of the French Commercial Code, and of which the implementation continued during fiscal year 2023, were examined by the Board of Directors at its meeting of February 21, 2024.
Agreement signed in 2003 between Compagnie Plastic Omnium SE and Burelle SA.
Burelle SA holds 60.01% of the share capital of Compagnie Plastic Omnium SE.
This agreement was authorized by the Board of Directors on December 11, 2003 and ratified by the General Meeting of Shareholders of April 22, 2004.
Interested parties: Ms. Félicie Burelle, Ms. Éliane Lemarié, Mr. Jean Burelle, Mr. Laurent Burelle and Mr. Paul Henry Lemarié.
In 2023, no payments were made by Burelle SA under the supplementary pension plan. Consequently, Burelle SA did not invoice a share of expenses to Compagnie Plastic Omnium SE.
Agreement entered into in 2007 between Compagnie Plastic Omnium SE and Yanfeng Plastic Omnium Automotive Exterior Systems Co., Ltd. Compagnie Plastic Omnium SE indirectly holds 49.95% of the share capital of Yanfeng Plastic Omnium Automotive Exterior Systems Co., Ltd.
This agreement was authorized by the Board of Directors on February 26, 2013 and ratified by the General Meeting of Shareholders of April 25, 2013.
Its purpose is the use of trademarks owned by Compagnie Plastic Omnium SE.
The agreement has a duration of 30 years.
On December 31, 2023, Compagnie Plastic Omnium SE recognized income in the respect of royalties to be charged to Yanfeng Plastic Omnium Automotive Exterior Systems Co., Ltd for an amount of €2,710,079.89.
Person concerned: Mr. Laurent Favre
Details of transactions with related parties as covered by the standards adopted in accordance with European regulation 1606/2002 are provided in Note 7.3 to the consolidated financial statements (chapter 5).
To the best of Compagnie Plastic Omnium SE’s knowledge, there is no service agreement binding the members of the Board of Directors or management to the Company or any of its subsidiaries providing for the granting of benefits under such a contract.
The General Meetings of Shareholders are convened, meet and deliberate under conditions set forth by law. The agenda of the meetings is determined by the author of the notice; however, one or more shareholders may, under conditions set forth by law, require draft resolutions to be written into the agenda.
The meeting takes place at the registered office, or at any other place indicated in the notice.
The notice of meeting for the General Meeting of Shareholders is published in the Bulletin des Annonces Légales Obligatoires (BALO) under conditions set forth by law and regulations.
Meetings are chaired by the Chairman of the Board of Directors or, in his absence, by a director who is specially authorized for such purpose by the Board of Directors. Failing which, the meeting elects its own Chairperson.
The duties of the tellers shall be performed by the two members of the meeting who are present and accept such duty, and who have the greatest number of votes. The officers of the meeting shall appoint a Secretary, who may be chosen from outside of the shareholders.
There shall be an attendance list kept under conditions set forth by law. The minutes of the General Meetings of Shareholders shall be drawn up, and copies thereof shall be delivered and certified under conditions set forth by law.
Every shareholder has the right to participate in the meetings, provided that all payments due for such shares have been met in accordance with the applicable legislations and regulations and within the framework defined by these texts.
The right to participate in the General Meetings, or arrange to be represented, is subject to the accounting entry of the shares in the name of the shareholder by the second business day preceding the meeting at 0:00 hours, Paris time, either in registered share accounts kept by the Company, or in bearer share accounts kept by an authorized intermediary.
In accordance with Article 18 of the bylaws, any shareholder may participate in the General Meeting, if the Board of Directors so decides when the meeting is convened, by videoconference or other telecommunication means including the internet, under the conditions pursuant to the applicable regulation at the time of its use. Where applicable, this decision is sent with the notice of meeting published in the Bulletin des Annonces Légales Obligatoires (BALO).
The Board of Directors may, if it deems it useful, arrange for the delivery to the shareholders of admission cards with their names, and require the presentation of the same in order to access the General Meeting of Shareholders.
At its meeting of February 21, 2024, the Board of Directors decided to convene the Combined General Meeting of Shareholders on April 24, 2024.
The attention of shareholders is drawn to the fact that it is possible to vote at the General Meeting of Shareholders and to address written questions to the Board either by post or by electronic means, under the conditions provided for by the regulations.
The procedures for participating in the General Meeting of Shareholders of April 24, 2024 are detailed in the notice of meeting published in the BALO and on the Group’s website (www.plasticomnium.com).
The preparatory documents for this General Meeting of Shareholders are available on the Group’s website.
The General Meeting of Shareholders of Compagnie Plastic Omnium SE will be broadcast live and recorded on www.plasticomnium.com.
None.
Company represented by Mr. Philippe Vincent.
63 rue de Villiers, 92200 Neuilly-sur-Seine
PricewaterhouseCoopers Audit was appointed Statutory Auditor of the Company by the Combined General Meeting of Shareholders of April 21, 2022 for a period of six fiscal years, i.e. until the close of the Annual Ordinary General Meeting in 2028 called to approve the financial statements for the fiscal year ended on December 31, 2027.
Company represented by Ms. May Kassis-Morin.
1-2, place des Saisons, 92400 Courbevoie-Paris La Défense 1
Ernst & Young et Autres, Statutory Auditors of the Company since April 29, 2010, was reappointed by the Combined General Meeting of Shareholders on April 21, 2022 for a further period of six fiscal years, i.e. until the close of the Annual Ordinary General Meeting in 2028 called to approve the financial statements for the fiscal year ended on December 31, 2027.
Compagnie Plastic Omnium SE remains committed to the application of rules of corporate governance laid down by AFEP-MEDEF, by referring to the Corporate Governance Code of listed companies, available on the website http://afep.com.
The table below provides the Company’s explanations for the recommendations of the AFEP-MEDEF Code that are not applied.
Recommendations AFEP-MEDEF Code | Compagnie Plastic Omnium SE practices and justifications |
---|---|
Terms of office of directors must be staggered so as to prevent reappointment en masse (Article 13.2) | The renewal of seven terms of office out of 14 members of the Board of Directors will be submitted to the vote of the General Meeting of Shareholders of April 24, 2024; three members of the Board, including two employee directors, have a term of office expiring in 2025 and four in 2026. The Company wished to prioritize a frequent appointment principle for directors by stipulating a statutory three-year term of office. |
Termination of the employment contract in the event of a corporate office (Article 22) | The employment contracts of Laurent Favre and Félicie Burelle have been suspended since January 1, 2020. The AFEP-MEDEF Code states that it is recommended that when an employee becomes an executive corporate officer, the employment contract be terminated with the Company. After appointing Laurent Favre, Chief Executive Officer, and Félicie Burelle, Managing Director, the Board of Directors decided that their employment contracts should be maintained. The Board decided that the rights acquired in respect of the Group supplementary pension plans for Senior Executives until December 31, 2019, i.e. for the period prior to the suspension of their employment contracts, would remain frozen and preserved, which involves keeping their employment contracts suspended. |
Shares in Compagnie Plastic Omnium SE are listed on Euronext Paris (compartment A). Plastic Omnium shares are included in the SBF 120 and CAC Mid-60 indices.
At December 31, 2023, Compagnie Plastic Omnium SE’s share capital amounted to €8,731,329.18 divided into 145,522,153 fully paid-up shares with a par value of €0.06 each.
Shareholders have the right to vote and speak at General Meetings. Each shareholder has one vote per fully paid-up share he or she holds.
In accordance with Article 18-11 of the bylaws, all fully paid-up shares held on a registered basis in the name of the same shareholder for at least two years are entitled to a double voting right with the shareholder having either bought or inherited the shares under intestacy rules or being a spouse or a relative entitled to inherit the shares who received them as an inter vivos gift.
If the share capital is increased by incorporating reserves, profits or share premiums, the double voting right is also attached to the registered free shares linked to the shares with double voting rights already held by the shareholder.
A double voting right shall cease for any share, which has been the subject of a conversion to bearer form or a transfer.
It may also be canceled by decision of an Extraordinary Meeting of Shareholders.
At December 31, 2023, excluding treasury shares, the Company had 143,915,824 shares with the same number of exercisable voting rights, of which 90,941,741 shares with double voting rights.
As at December 31, 2023, there were no securities or rights giving direct or indirect access to the share capital of Compagnie Plastic Omnium SE.
The Company’s shareholders have delegated the following powers and financial authorizations to the Board of Directors:
Resolution no. | Type of authorization | Duration and | Maximum amount per authorization or delegated power | Use of the authorization or delegation of power | Amount of unused authorization |
---|---|---|---|---|---|
22 | Authorization to grant stock options to directors and/or employees of the Company and/or Group companies | 38 months until 06/20/2025 | Maximum holding: 0.5% of the share capital and a sub-ceiling of 0.25% of the share capital for executive corporate officers, ceiling common to the 22nd and 23rd resolutions of 04/21/2022 | None | 0.436% of the share capital and 0.186% of the share capital for executive corporate officers |
23 | Authorization to allocate free shares to directors and/or employees of the Company and/or Group companies | 38 months until 06/20/2025 | Maximum holding: 0.2% of the share capital and a sub-ceiling of 0.1% of the share capital for executive corporate officers, ceiling common to the 22nd and 23rd resolutions of 04/21/2022 | As of February 21, 2023:
| 0.136% of the share capital and 0.036% of the share capital for executive corporate officers |
Resolution no. | Type of authorization | Duration and | Maximum amount per authorization or delegated power | Use of the authorization or delegation of power | Amount of unused authorization |
---|---|---|---|---|---|
6 | Authorization for the Company to buy back its own shares | 18 months until 10/25/2024 | Maximum purchase price: €80 – Maximum holding: 10% of share capital – Accumulated value of acquisitions: €1,164,177,200 | At December 31, 2023, Compagnie Plastic Omnium SE held 1.10% of its share capital | 8.9% of the share capital |
21 | Authorization to reduce the equity capital by canceling treasury shares | 26 months until 06/25/2025 | 10% of the share capital per 24-month period | None | Full authorization |
22 | Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, with preferential subscription rights | 26 months until 06/25/2025 | €6 million in nominal for shares and €2 billion in value for debt securities | None | Full authorization |
23 | Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or entitling the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, without preferential subscription rights, through a public offer | 26 months until 06/25/2025 | €6 million in nominal for shares and €2 billion in value for debt securities | None | Full authorization |
24 | Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, without preferential subscription rights by way of an offer referred to in par. II of Article L. 411-2 of the French Monetary and Financial Code | 26 months until 06/25/2025 | A nominal value of €2 million for the shares through an offer referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code – €750 million in value for debt securities | None | Full authorization |
25 | Delegation of authority to increase the number of shares or securities to be issued when a share issue with or without preferential subscription rights is carried out under the 22th to 24th resolutions up to a maximum of 15% of the initial issue | 26 months until 06/25/2025 | 15% of the initial issue | None | Full authorization |
26 | Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities, or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, without preferential subscription rights, as consideration for contributions in kind consisting of equity securities or investment securities giving access to the share capital | 26 months until 06/25/2025 | €2 million in nominal for shares and €750 million in value for debt securities | None | Full authorization |
27 | Delegation of authority to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or granting entitlement to the allocation of debt securities and/or investment securities giving access to equity securities to be issued by the Company, without preferential subscription rights, as consideration for securities as part of a public exchange offer during the delegation | 26 months until 06/25/2025 | €6 million in nominal for shares and €750 million in value for debt securities | None | Full authorization |
28 | Share capital increase reserved for employees | 26 months until 06/25/2025 | €261,939 in nominal, i.e. a maximum of 4,365,650 shares at December 31, 2022 | None | Full authorization |
Resolution no. | Type of authorization and delegated power | Duration and expiry date | Maximum amount per authorization or delegated power |
---|---|---|---|
5 | Authorization for the Company to buy back its own shares | 18 months until 10/23/2025 | Maximum purchase price: €80 – Maximum holding: 10% of share capital – Accumulated value of acquisitions: €1,164,177,200 |
25 | Authorization to grant stock options to directors and/or employees of the Company and/or Group companies | 38 months until 10/23/2027 | Maximum holding: 0.5% of the share capital and a sub-ceiling of 0.25% of the share capital for executive corporate officers, ceiling common to the 25th and 26th resolutions |
26 | Authorization to allocate free shares to directors and/or employees of the Company and/or Group companies | 38 months until 10/23/2027 | Maximum holding: 0.2% of the share capital and a sub-ceiling of 0.1% of the share capital for executive corporate officers, ceiling common to the 25th and 26th resolutions |
Year and type of corporate transaction | Amount of capital increase/reduction | Share capital (in euros) | Number of shares comprising the share capital | Par value of the share (in euros) | |
---|---|---|---|---|---|
Nominal | Premium | ||||
February 2021 Capital reduction by canceling 1,443,954 treasury shares | 86,637.24 | 32,928,875 | 8,827,329.18 | 147,122,153 | 0.06 |
September 2022 Capital reduction by canceling 1,600,000 treasury shares | 96,000 | 34,590,149 | 8,731,329.18 | 145,522,153 | 0.06 |
|
|
---|---|
Percentage of share capital held directly and indirectly by the Company as at December 31, 2023, including: | 1.10 |
backing existing stock option plans | 0.23 |
backing existing performance share plans | 0.28 |
backing liquidity contract | 0.22 |
shares allocated to employees or directors of the Company or of Group companies | 0.37 |
Number of shares canceled over the past 24 months | 1,600,000 |
Number of securities in the portfolio at December 31, 2023 | 1,606,330 |
Net carrying amount of portfolio at December 31, 2023 | 28,589,524 |
Market value of portfolio at December 31, 2023 | 19,275,960 |
| Aggregate gross movements |
| |
---|---|---|---|
Purchases | Sales | Options exercised | |
Number of securities | 1,479,667 | 1,229,865 | 0 |
Average transaction price | 14.07 | 13.16 | - |
Average exercise price | - | - | - |
Totals | 20,812,075 | 16,190,666 | 0 |
Trading fees of €51 thousand were incurred in buying back shares during fiscal year 2023.
The change in the number of outstanding shares between the opening date and the closing date of fiscal year 2023 is as follows:
| January 1, 2023 | Movements for | December 31, 2023 |
---|---|---|---|
Number of shares comprising the share capital | 145,522,153 | - | 145,522,153 |
Number of treasury shares | 1,549,878 | 56,452 | 1,606,330 |
Number of outstanding shares | 143,972,275 | (56,452) | 143,915,823 |
(1) See purchase flows, sales flows and options exercised, indicated in the table above. |
|
|
The sixth resolution of the Combined General Meeting of April 26, 2023 authorized the Company to buy back its own shares subject to the following conditions:
|
|
Maximum purchase price | €80 per share (excluding acquisition costs) |
Maximum shares that may be held | 10% of the share capital at the date of the Combined General Meeting of April 26, 2023 |
Maximum investment in the buyback program | €1,164,177,200 |
A new one-year automatically renewable liquidity agreement signed with Kepler Capital Markets SA, in accordance with the Code of Ethics drawn up by AMAFI (Association Française des Marchés Financiers – the representative body for professionals working in the securities industry and financial markets in France) entered into force on January 1, 2015.
The primary purpose of this agreement is to reduce the volatility of the Compagnie Plastic Omnium share price, and thus the risk perceived by investors. The total budget allocated to this agreement is €6 million.
Between April 27, 2023 and January 31, 2024, the Company acquired 1,253,319 shares for a total value of €15,970,995, i.e. a value per share of €12.74, including under the liquidity agreement. Over the same period, the Company sold 1,358,394 shares for a total value of €18,647,880, i.e. a value per share of €13.73, of which €1,165,044 under the liquidity agreement for a total disposal value of €15,039,969, i.e. a value per share of €12.91, and 193,350 shares outside this agreement.
Between April 27, 2023 and January 31, 2024, the Company did not acquire any shares to cover its commitments to beneficiaries of free share plans.
At February 29, 2024, Compagnie Plastic Omnium SE held 1,623,229 treasury shares, representing 1.12% of the share capital, broken down as follows:
Number of shares |
|
---|---|
339,873 | AMAFI liquidity agreement |
869,409 | Shares allocated to employees or directors of the Company or of Group companies |
413,947 | Hedging of securities carrying rights to the allocation of shares |
Under Articles 241-1 to 241-6 of the AMF General Regulation, this description defines the objectives of the Compagnie Plastic Omnium SE share buyback policy and how it will be implemented. The program will be submitted for approval to the Combined General Meeting of Shareholders convened for April 24, 2024.
Compagnie Plastic Omnium SE intends to use the share buyback program to achieve the following objectives:
Compagnie Plastic Omnium SE is authorized to acquire a maximum of up to 10% of its equity capital as of the date of this document, 14,552,215 shares, each with a par value of €0.06.
Since the Company held 1,622,938 treasury shares at January 31, 2024, the maximum number of its shares it could purchase under the share buyback program is 12,929,277. In the event that treasury shares already held are canceled or used, the maximum amount that the Company can pay out to acquire the 14,552,215 shares is €1,164,177,200.
Thus, the total value of acquisitions (net of costs) may not exceed €1,164,177,200 based on the maximum purchase price of €80 provided in the 5th resolution to be proposed to the Combined General Meeting of Shareholders of April 24, 2024.
Shares may be purchased, sold or transferred using any method, including by purchasing blocks of shares, on the stock market or over the counter. These means include the use of any derivatives, traded on a regulated market or over the counter, and the setting up of option operations such as the purchase and sale of call and put options. These transactions may be made at any time.
This buyback program may continue for a period of 18 months from approval of the 5th resolution subject to a shareholders’ vote at the Combined General Meeting of April 24, 2024, i.e. until October 24, 2025.
Details of the outstanding bonds and private placements issued by the Company at December 31, 2023 are given below:
Issuer | Rate | Currency | Coupon | Initial issue date | Maturity date | Outstanding amount (in millions of euros) | Listing market |
---|---|---|---|---|---|---|---|
Compagnie Plastic Omnium SE | fixed | EUR | 1.250% | 06/26/2017 | 06/26/2024 | 500 | Paris |
Compagnie Plastic Omnium SE | fixed | EUR | 1.632% | 12/21/2018 | 12/21/2025 | 300 |
|
Compagnie Plastic Omnium SE | fixed | EUR | 1.779% | 05/23/2022 | 05/23/2025 | 15 |
|
Compagnie Plastic Omnium SE | variable | EUR | 0.700% | 05/23/2022 | 05/23/2025 | 80 |
|
Compagnie Plastic Omnium SE | fixed | EUR | 2.355% | 05/23/2022 | 05/24/2027 | 36 |
|
Compagnie Plastic Omnium SE | variable | EUR | 1% | 05/23/2022 | 05/24/2027 | 139 |
|
Compagnie Plastic Omnium SE | fixed | EUR | 2.776% | 05/23/2022 | 05/23/2029 | 108 |
|
Compagnie Plastic Omnium SE | variable | EUR | 1.250% | 05/23/2022 | 05/23/2029 | 22 |
|
| December 31, 2023 | December 31, 2022 | December 31, 2021 | |||
---|---|---|---|---|---|---|
% voting rights | % share capital | % voting rights | % share capital | % voting rights | % share capital | |
Burelle SA | 74.36 | 60.01 | 74.26 | 60,01 | 73.26 | 59.35 |
Employee shareholders | 0.65 | 1.05 | 1.01 | 1,01 | 0.97 | 0,97 |
Held by Company | - | 1.10 | - | 1.05 | - | 1.40 |
Public | 24.99 | 37.84 | 24.73 | 37.93 | 25.77 | 38.27 |
| 100 | 100 | 100 | 100 | 100 | 100 |
At December 31, 2023, Burelle SA held 60.01% of the share capital of Compagnie Plastic Omnium SE. To the Company’s knowledge, no other shareholder owns 5% or more of the share capital.
In France, at December 31, 2023, the Group Savings Plan had 1,554 members, holding 1,525,232 shares in Compagnie Plastic Omnium SE, i.e. 1.05% of the share capital, purchased on the stock market.
The Company has not been informed of any shareholders’ agreement.
In a world undergoing profound change, and where such change is accelerating, climate challenges are affecting consumption and travel patterns. Plastic Omnium intends to be a driving force in the transformation of modes of mobility and energy transition.
The Group has undertaken to design and deliver the next generation of smart and sustainable mobility, as well as related solutions and services.
Reducing the weight and improving the aerodynamics of parts, as well as reducing associated greenhouse gas emissions, have been at the heart of Plastic Omnium’s activities since its creation in 1946.
Sustainability is one of the Group’s three strategic pillars and the ACT FOR ALL™ program translates this approach into actions through its three pillars: Care for people, Responsible Entrepreneurship and Sustainable Business.
Chapter 4 of the Universal Registration Document (URD) presents the Group’s sustainable strategy, as well as the reporting and responses to regulations in the non-financial field.
Compagnie Plastic Omnium SE, which is listed on Euronext Paris, is a company with industrial operations and plants.
The Non-Financial Reporting Disclosure (NFRD) presented in this chapter outlines Plastic Omnium’s approach to social, societal and environmental responsibility. It also provides a cross-reference table with the ten principles of the United Nations Global Compact to which Plastic Omnium has been a signatory since 2003, as well as with the indicators of the GRI Standards international benchmark, the SASB themes and the TCFD recommendations (see cross-reference table page 259).
The Sustainability indicators are collected by the Sustainability and Human Resources departments from the sites included in the reporting scope and are subject to consistency checks when they are consolidated centrally. The reporting scope aims to represent all the businesses of Compagnie Plastic Omnium SE. For 2023, the social, environmental and societal reporting covers all of the IFRS 2023 revenue of Compagnie Plastic Omnium SE. Otherwise, a statement specifies the scope concerned. PricewaterhouseCoopers, Statutory Auditors, publishes its report on the verification with moderate assurance of Plastic Omnium’s NFRD on page 265.
The non-financial reporting approach is based on the following regulatory requirements:
To meet these requirements, the Group has put the following actions in place:
The Group also ensures that these actions are in line with the 10 principles of the United Nations Global Compact.
The information, which must be published in accordance with French law no. 2017-399 dated March 27, 2017 relating to the Duty of vigilance by parent companies and subcontracting companies, is also presented in this Non-Financial Reporting Disclosure.
Among the specific areas identified by the French Commercial Code, Plastic Omnium does not provide information on the themes of the fight against food waste, the fight against food insecurity, respect for animal welfare and responsible, fair and sustainable food, actions to promote the practice of physical activities and sports, or the bond between nation and army and the promotion of involvement in the reserves, on the grounds that these are not among its main risks. This is because the Company’s activities are not linked to the production, marketing or distribution of food products. Sites that propose food services (canteens) to its employees contract out this service to a specialized service provider that is responsible for ensuring compliance with applicable laws. The Group’s supply terms and conditions require compliance with applicable laws, which enables Plastic Omnium to ensure that its service providers comply with these regulations. These issues are therefore not included in this section.
The non-financial risks identified in the context of the Prospectus Regulation (ESMA 31-62-1293) are included in the risk mapping in this NFRD.
Information relating to Taxonomy Regulation (EU) 2020/852 is developed in a dedicated section (see 4.5 The "European Taxonomy" in this section). Plastic Omnium describes its methodological approach and publishes the associated indicators.
The risks mentioned in this NFRD are classified according to the three stakes: social, societal and environmental. The risks identified are taken from the materiality matrix, the Group risk mapping and the Vigilance Plan. In order to facilitate their reading, each risk is presented as follows:
This NFRD section is closely linked to the other sections of the Universal Registration Document (URD), in particular the integrated report and chapter 2 “Risk factors and management”. In order to facilitate its reading, references have been provided to the various sections of the URD.
Mobility is facing increasingly frequent and transformational technological waves. Plastic Omnium is therefore committed to a new generation of smart and sustainable mobility by adapting to markets and integrating social and environmental challenges, innovation and the expectations of its stakeholders.
Taking stakeholder expectations into account is a key challenge for Plastic Omnium, which listens to stakeholders in order to adapt its offering, as well as in order to anticipate trends that may constitute growth opportunities:
Thus, the transformation of the automotive sector is accelerating, and it is in this context that Plastic Omnium is developing by turning these expectations into performance levers.
The automotive industry is at the heart of an unprecedented revolution to be part of the energy, digital and environmental transitions. By 2030, zero-emission vehicles will represent 45%(1) of worldwide sales. All regions are experiencing an increase in the production of electric cars. However, the pace will be slower than expected, from 2024, following a period from 2020 to 2023 when the share of sales of electric vehicles was higher than that forecast in 2020. Strong disparities will remain between the continents. Today, China is achieving most of this growth while the European market is becoming a net importer of electric vehicles. The market for internal combustion vehicles, which makes up the lion's share of the market, will continue to grow steadily in absolute terms, particularly in Africa and South America.
In the future, it will decline in relative weight in the overall energy mix, despite the continued growth of hybrid vehicles, in favor of electric vehicles.
To strengthen its resilience, ensure its sustainability and growth, Plastic Omnium incorporates major market trends into its development strategy. The Group is developing a wide range of technologies to serve a new generation of mobility that is more sustainable, safer and more connected.
Plastic Omnium is thus positioning itself in all technologies to meet the growing needs of the markets and all mobility players, light, heavy, individual and collective. This strategy is reflected in the maintenance of its ICE offering in a market in full consolidation and in the diversification of its activities, to better serve its customers.
The entire automotive industry is engaging in technologies enabling reductions in exhaust CO2 emissions.
CO2 emission thresholds for vehicle use are regularly lowered in all markets:
Regarding heavy mobility, from 2025, European regulations will require a 15% reduction in CO2 emissions compared to 2019 for all newly registered heavy goods vehicles. The revision of this regulation provides for CO2 emission reductions of 90% compared to 2019 for heavy goods vehicles registered from 2040, with intermediate milestones of -45% in 2030 and -65% in 2035.
Plastic Omnium’s growth strategy is reflected in the development of electric mobility, for which the Group offers a complete range of energy management solutions and systems for all types of engines including internal combustion, hybrid, battery electric and hydrogen electric.
In addition, the Group is convinced that hydrogen and electric batteries are efficient solutions for heavy-duty mobility: trucks, buses, trams, trains, construction machinery and commercial and utility fleets.
Hydrogen is a technology that combines several advantages, in particular for heavy mobility: fast recharging time, long driving range and zero emissions in driving mode. Plastic Omnium is present across the entire hydrogen value chain: hydrogen tanks, hydrogen systems and fuel cells. In September 2023, Plastic Omnium began construction of a high-pressure hydrogen tank plant in Lachelle (in the Oise department of France) to equip commercial vehicles. This future site, the largest hydrogen tank manufacturing plant hydrogen tank manufacturing site in Europe, will have a production capacity of 80,000 tanks per year and will produce its first hydrogen tanks by 2025 for Stellantis and HYVIA (a joint venture between Renault and Plug Power). The creation of this new plant and the development of the hydrogen activity in France should ultimately represent around 200 jobs at Plastic Omnium. A leader in this technology, Plastic Omnium plans to invest an average of €100 million each year to reach revenue of €3 billion by 2030. Furthermore, the Group’s presence on three continents enables it to be as close as possible to the growing hydrogen mobility markets. Other site openings will take place, notably in Wanju (South Korea) in 2025 and Shanghai (China) in 2026.
In addition to hydrogen tanks, Plastic Omnium is also active in fuel cell technology via its subsidiary EKPO. Fuel cell stacks represent a key technology in shaping the transformation of the mobility sector. EKPO Fuel Cell Technologies (a joint venture between Plastic Omnium and ElringKlinger), a supplier of cutting-edge technologies specializing in the development and large-scale production of fuel cell stacks for carbon-neutral mobility, has received confirmation that funding of up to €177 million will be granted through 2027 as part of the European “IPCEI Hydrogen” program (Important Project of Common European Interest). Funding is provided by the Federal Ministry of Digital Services and Transport and the Baden-Württemberg State Ministry of the Environment.
Batteries, another low-carbon technology, equip BEVs (battery electric vehicles). These vehicles offer:
Information capture, connection with infrastructures and data processing are some of the functionalities that vehicles will need to have and which will notably be integrated in the parts produced by Plastic Omnium. Embedded software is becoming central to software-defined vehicle architecture and their operation. It improves safety, the quality of the user experience, performance and the connectivity of the vehicle. Body parts today incorporate complex functions such as advanced lighting solutions and increasingly sophisticated sensors.
Lighting, for example, is essential to vehicle safety and has established itself as a major differentiating factor for brands. Even more so with the rise in electric cars, which frees up vehicle surfaces, such as with the removal of the front grille. Lighting has become both a signature and a medium for communicating with the environment and projecting information on the ground and in the passenger compartment, enhancing both driving comfort and safety.
For the second consecutive year, Plastic Omnium received an Innovation Award at CES 2024 in the “Onboard entertainment” category for its dashboard projection system. The CES Innovation Awards is an annual competition that recognizes outstanding design and engineering in consumer technology products. The jury of experts recognizes the winners in a multitude of product categories and distinguishes the best rated in each of them.
To meet and adapt to customer needs, Plastic Omnium offers increasingly optimized and personalized shapes, incorporating more and more techniques such as radars and lighting, and plastic parts that make a significant contribution to weight reduction. The Group also takes care to integrate recycled materials or products contributing to the energy transition to promote clean mobility.
Plastic Omnium is developing its portfolio of products and content per vehicle by:
To support its growth, better address markets and increase its appeal, regional hubs are being created worldwide They will bring together skills and resources in the main markets. The Group has been working on its transformation for several years, based on the following strategic priorities:
These priorities incorporate the Group’s strategic pillars of operational excellence, innovation and sustainability.
In a world undergoing profound change, where change is accelerating, where climate challenges affect consumption and mobility patterns, an unprecedented revolution is underway. As a leader in its market, Plastic Omnium intends to play a major role in the transformation of mobility and the energy transition.
Plastic Omnium’s purpose drives its strategy:
Because the Group is the leader in a market where change is accelerating, and can build on its industrial success to constantly raise the level of excellence even higher.
Because innovation is at the heart of the Group’s DNA, which must step up its efforts to consolidate its competitive advantage, by using digital technologies as levers for innovation to meet the challenges of future, safer, cleaner and smarter mobility.
Because Plastic Omnium has been a family business for several generations, carrying a vision of mobility that has been passed on from generation to generation. The Group is committed to people and has a responsibility towards the planet, hence its desire to leave a positive outlook for future generations.
Because mobility preferences and expectations are constantly evolving, the Group must take advantage of its relationships with its customers to open up new avenues, up to the challenges of the energy transition.
This purpose is rooted in the Group’s foundations. Since its creation in 1946, Plastic Omnium has made a significant contribution to improving the environmental footprint of vehicles. The vision of Pierre Burelle, the founder, was that plastic should play an important role in the future of the car by replacing other materials to lighten the weight of the vehicle, improve aerodynamics, improve energy consumption and ultimately reduce both fuel consumption and costs. This vision has made Plastic Omnium successful and, in 75 years, the plastic content of a car has increased from 10 kg to 250 kg.
This long-standing commitment is growing stronger every day in response to major market and societal trends: the climate emergency and the related reduction of greenhouse gas emissions, the improvement of air quality, the circular management of raw materials, the development of vehicles that consume less natural resources and the emergence of digital services directly integrated into new vehicles.
In 2021, Plastic Omnium announced its objective of achieving carbon neutrality for its activities by 2025, as well as reduce the CO2 emissions of its value chain by 30% by 2030, to achieve carbon neutrality by 2050. This approach has led to the implementation of a pragmatic and ambitious roadmap for all its stakeholders. For further details, see section 4.2.2.3 "Sustainability and commitment".
The Group’s efforts to maintain the highest levels in terms of Sustainability were recognized by its stakeholders in 2023.
In 2023, Plastic Omnium obtained the maximum score from the CDP for its climate action, rewarding in particular its ambitious roadmap, its decarbonization objectives across its entire value chain and the quality of its environmental reporting. The Group thus joins the “A-list" of the best performing global companies among more than 21,000 companies assessed by the CDP in 2023.
ECOVADIS, which assesses the Sustainability performance of suppliers on behalf of contractors, maintained Plastic Omnium's ranking in the Top 1% of companies (“Platinum” ranking, with its score of 80/100 unchanged in 2023). The assessment is based on four themes: labor relations and human rights, environment, ethics and responsible purchasing. This stable score demonstrates the Group’s current maturity on these subjects and the continued momentum.
After the CAC Mid 60 special jury award at the end of 2022, Plastic Omnium received the 2023 special jury award for SBF 120 companies (excluding the CAC 40) from Le Revenu magazine for its shareholder relations. This distinction rewards listed companies for the quality of their relationships with individual shareholders. Plastic Omnium has invested in its individual shareholders for a number of years, through its strategy of support and regular information.
Plastic Omnium won two German Design Awards 2024 for the excellence of its product design. One of the awards went to Intelligent Exterior Systems for its new Sustainability design expressions, the other to the Lighting Division for its dynamic projection.
In November 2023, Plastic Omnium received the “Golden Trophy - Corporate Culture Category” at the Victoires des Leaders du Capital Humain awards.
Plastic Omnium’s business model is described in the Integrated Report included in chapter 1 of this Universal Registration Document (page 21).
Plastic Omnium is organized into three segments that group together the five different divisions:
Plastic Omnium’s global presence meets the need for proximity with its customers dictated by their manufacturing constraints. Its network of 152 plants, spread across 28 countries in Europe/Africa, North and South America and Asia is a major advantage in retaining its leadership position. Today, the Group is rebalancing the global presence of its activities to support regional dynamics and meet the specific technological needs of each major market. The objective is threefold: to better serve customers through the proximity of its industrial footprint and the pooling of its support functions, to anticipate and integrate regional consumption trends more quickly with the appropriate technologies and to better capture the growth of each market.
The Group’s customer brands are mainly located in Europe, the Americas and Asia. These are mainly the traditional carmakers, as well as emerging players in the mobility sector.
For Intelligent Exterior Systems and Modules, the main growth drivers are the outsourcing of its activities, today carried out partly by the car manufacturers themselves as well as its expertise in responding to increasingly complex demands such as the integration of electronic equipment. New Energies focuses on customers in the heavy mobility segment, which extends the market segments addressed by the Group. Clean Energy Systems benefits from the contraction of the market for internal combustion vehicles with its leading position, implementing an approach adapted according to the trends of each geography and the activities of the manufacturers locally. Lighting is strengthening its activities with both its existing and new customers, benefiting in particular from existing commercial relationships for the Group’s other activities.
Plastic Omnium chose to integrate the entire industrialization chain, from research through to the marketing of finished products, into its activities.
The Plastic Omnium’s ability to manufacture on a large scale and in a very short timeframe is one of the fundamentals of the Group’s success. Carried out on a daily basis by all employees, this operational excellence is particularly recognized by its customers. The Group ensures that the same standards are applied in all its plants.
Today, two levers reinforce the Group’s operational excellence:
The structuring of innovation in the Group is based on time frames ranging from fundamental research to pre-development, taking into account the interests of customers and the market. For these various time frames, global strategic partnerships have been signed, with the aim of accelerating the development and marketing of products, particularly in the Group’s new activities such as:
In the field of research, the partnership signed in November 2022 with the CEA is an accelerator that will benefit all of Plastic Omnium’s activities with the aim of developing concrete solutions for decarbonized, safer and more connected mobility. This five-year collaboration made it possible to unveil its first demonstrators in 2023 in the areas of photovoltaic roofs, battery cell sensor instrumentation and control and power electronics. The purpose of this collaboration is to offer new solutions for electrification in terms of battery safety and durability and power electronics by introducing new components into Plastic Omnium’s products, allowing significant gains in flexibility, compactness and performance. This agreement also makes it possible to address new technologies in automotive lighting and hydrogen storage in the areas of product, calculation/simulation and process, and even end-of-life recycling management. The aim is to develop cutting-edge technologies combining innovation, performance and efficiency for electric vehicles with, for example, the integration of solar panels in vehicle bodywork or the development of algorithms and sensors integrated into battery packs to monitor their performance and longevity.
In the same vein, combining low TRL (Technical Readiness Level) research in laboratories and Open Innovation, the Group signed two international agreements in early 2023:
Also, in research, the Group relies on the network of Carnot institutes to carry out studies and experiments on new materials and recycling processes: tests on biosourced and recycled plastics, introduction of renewable raw materials in partnership with suppliers, or finding solutions to reduce the weight of the finished product and therefore the vehicle’s carbon footprint. All these multi-criteria projects aim to replace high-impact materials, reduce the complexity of materials to improve reparability, lifetime, and recyclability. Cross-functionality and the transfer of knowledge between the various players and areas of application are essential to obtain innovative results. The collaboration with the Carnot institutes and the CNRS also resulted in 2023 in the funding of two post-docs in Lyon on materials and the launch of a Cifre (Industrial convention on training through research) thesis on the control of fuel cell stacks.
In the field of applied research, the Group signed a three-year chair with ESPCI and Safra, the “George Charpak Chair”. This project concerns the use of different types of waves (ultrasonic, electromagnetic and optical) in environments with complex structures and geometry, in which the waves no longer propagate in a straight line, but in either a diffuse manner, or a reverberant regime. Direct uses for Plastic Omnium relate to driving assistance radar systems, vehicle connectivity and lighting, as well as the non-destructive testing of products during their manufacture.
Partnerships with start-ups also enable significant advances in terms of innovation. Thanks to an exclusive partnership with Greenerwave (a start-up from the Langevin Institute specializing in wave physics), Plastic Omnium is continuing the development of the next-generation 4D imaging radar. This new generation 4D radar promises a long-range ability to detect the vehicle environment (up to 300 m) and a much greater resolution than that of current radars, making it possible, for example, to distinguish a pedestrian from a biker over a wide field of vision. It will replace several driving-aid sensor systems with a single 4D radar, with greater performance and lower installation and repair costs.
With these partnerships, the Group is getting involved in DeepTech and is investing in companies of this type (via its Venture Capital funds) in the fields of mobility, eco-design and the circular economy. A direct investment was made, for example, in the French unicorn Verkor, which offers batteries with a low carbon footprint for European manufacturers.
To promote exchanges with start-ups, the Group is already benefiting from its partnership with MIT and in particular the STEX program (STartup EXchange), which will be supplemented in 2024 by extended partnerships in Europe with the PlugAndPlay ecosystem and in China with its Tusstar equivalent to feed regional innovation hubs.
Innovation is also at the heart of Plastic Omnium's project through the development of individual hydrogen vehicles. New Energies offers an alternative to the rechargeable battery in hydrogen vehicles, allowing the fuel tank to be recharged in a very short time. The innovations consist in controlling the pressure in various vehicle shapes and integrations and deformation of the fuel tank in all cases of use of the vehicle, including in the event of accidents. Plastic Omnium has mastered the safety of gasoline tanks for 40 years and has used its expertise to develop high-pressure tanks that are secure (tightness, impact resistance, leaks), as well as their end-of-life recycling. This year, the Group assessed the contributions of Artificial Intelligence in the conceptualization and design phase of tanks through its partnership with DESSIA. This collaboration aims to augment and accelerate the work of product design engineers by leveraging the advanced design decision support capabilities offered by DESSIA’s bots.
These partnerships demonstrate Plastic Omnium’s desire to work in a network on these issues and to continue to strengthen its innovation efforts. Building on the success of the first edition of the Innovation Challenge, the theme this year was “The Future of Energy for Mobility”. During this competition, the 79 candidates aimed to set up multi-stakeholder collaborations (internal and external) in order to exploit sustainable solutions for research and innovation. The final brought together many international representatives (Singapore, USA, Poland, the Netherlands). The winners of this edition are developing solutions for the trading of electric energy between individuals, on the use of hydrogen in airport platforms and on the mobility objects themselves, with an electrified car-bike. This challenge makes it possible to accelerate innovation by calling on collective intelligence, by bringing together start-ups, manufacturers, academics and, of course, Plastic Omnium teams to imagine disruptive solutions for tomorrow's vehicles.
Finally, Plastic Omnium brought to life its “Driving a New Generation of Mobility” purpose at CES Las Vegas 2023 by positioning itself at the forefront of solutions for more sustainable, safer and more connected mobility. These technologies were presented in the Plastic Omnium showroom and at technological partners. SONATUS were there, presenting their products for SDV (Software Defined Vehicle), as well as WeDoLow, focusing on the optimization and reduction of the number of lines of embedded code. For the 2024 edition, OP'nSoft's collaborations were highlighted. The Plastic Omnium entity dedicated to embedded software, which now has 150 developers, is present in nine countries. Other innovations presented in 2024 include lighting, which received a CES Award, as well as the latest improvements in terms of hydrogen storage and conversion.
Today, Plastic Omnium is accelerating its transformation into a more innovative and technological Group. In 2030, 40% of Plastic Omnium’s revenue will come from new activities that were not part of the Group's portfolio prior to the acquisitions in 2022. The innovations presented at this fair reflect the change in dimension of the Group, which has undertaken a profound transformation of its portfolio of products and service creation, bringing more added value to its customers.
The third pillar of Plastic Omnium’s strategy, sustainability, is at the heart of the Group’s projects. Faced with climate and environmental stakes, Plastic Omnium confirms its intention to be a key player in the energy transition of the automotive sector by accelerating its sustainable mobility strategy. Plastic Omnium decided to merge the Sustainability and Human Resources functions in order to strengthen the consistency of actions contributing to its sustainable growth strategy, which requires the full commitment of its employees.
The Human Resources and Sustainability teams bring together employees in the various administrative and operational headquarters. These teams operate in a decentralized manner and are based in all the Group’s regions.
The activities covered by the Human Resources teams include:
The divisions managed by the Sustainability teams relate to:
The aim of bringing these teams together within the same department is to pool the commitment challenges shared by the two functions while pursuing their respective strategic roadmaps to benefit the Group’s transformation.
Another measure that makes it possible to anchor Sustainability commitments at the heart of operations is the inclusion in the variable pay of criteria related to environmental, social and societal objectives: all employees with variable pay have a Sustainability objective in their compensation. In 2023, this objective accounted for 20% of their variable portion.
In 2023, the Appointments and CSR Committee of the Board of Directors comprises three members. This Committee has, among other duties:
This approach follows the recommendations of the TCFD (see the dedicated box).
The Group formalized its commitment to sustainable mobility in a worldwide program called ACT FOR ALL™.
This program, aimed at achieving ambitious objectives, is steered by a dedicated committee bringing together the various Group entities and regular reporting. This ACT FOR ALL™ Committee meets three times a year and brings together members of the Executive Committee, segment VPs and heads of the Human Resources, Sustainability, Innovation and Compliance functions.
The ACT FOR ALL™ program aims to mobilize all internal and external stakeholders around three pillars:
All Group employees are involved in this program. The three pillars of ACT FOR ALL™ are rolled out operationally and actions are carried out daily on each of them.
To integrate the roadmap on carbon neutrality and increase the Group’s social and societal ambition, such as actions in favor of diversity, the indicators of the ACT FOR ALL™ program actions have been revised and are presented in the table below. They are used to measure the progress toward these objectives are monitored annually.
The ACT FOR ALL™ day is an opportunity for all employees (including temporary employees and subcontractors) to come together around the founding values of the ACT FOR ALL™ program.
This 10th edition took place on November 16, 2023, with the central theme of workplace safety, which is and remains the priority for Plastic Omnium.
This day was an opportunity to highlight the importance of this subject and reaffirm the Group’s commitment to achieving the goal of zero accidents. Together, employees work to ensure their own safety and that of their colleagues, every day.
The common activity, a puzzle game available in several languages, was offered to all employees with the aim of sharing best practices and good safety behaviors. At the same time, the sites organized local activities around the three pillars of the ACT FOR ALL™ program.
As part of this day, an anonymous survey was sent out to employees. The aim of this survey was to find out whether the commitments made in the field of sustainability met their expectations and whether the strategy implemented was well integrated. It also provided an opportunity to share their reflections and suggestions for improvement. Year after year, the ACT FOR ALL™ day continues to strengthen the Group’s commitment to the issues that matter most to everyone.
Since 2021, the Group has been rolling out its carbon neutrality roadmap to achieve the following objectives:
These objectives are aligned with those of the Paris Agreement aimed at limiting global warming to 1.5°C. They have also been validated by the Science Based Targets initiative (SBTi), a leading global climate science organization.
These objectives have been broken down into four priority actions:
This involves reducing the electricity and gas consumption of the sites. The latter will be equipped with modernized, less energy-consuming equipment and consumption monitoring systems to reduce energy losses, which, coupled with employee awareness, will reduce electricity consumption. An investment plan, covering around 100 sites, is being rolled out by 2025.
This involves replacing fossil energy purchases as much as possible with “green” energies (solar or wind) by installing equipment on sites or signing clean energy supply contracts. At this stage, 32% of electricity purchased is renewable, 23 sites were equipped with solar panels or wind turbines at the end of the year.
In addition, the Group has stepped up its purchases of renewable energy. The production of renewable electricity on site and the implementation of renewable electricity purchase agreements (physical PPA) will cover 7% of its global electricity consumption by 2025. Plastic Omnium is also continuing its virtual PPA purchase program to decarbonize a large part of its needs in Europe and North America.
This involves offsetting the CO2 emissions that cannot be reduced or replaced, by identifying projects that reduce CO2 emissions and which would not have been possible without the support of Plastic Omnium.
For purchasing and logistics, the Group will favor suppliers who are themselves committed to managing their carbon footprint, to use less carbon-intensive, recycled or bio-sourced materials and clean transportation.
Plastic Omnium thus stands out for the very pragmatic approach that the Group has put in place to roll out the actions of its roadmap.
Reduction and replacement actions represent 80% of the reduction in scopes 1 and 2 emissions by 2025. Compensation actions represent the remaining 20% to reach carbon neutrality on scopes 1 and 2 by 2025. For new activities acquired in 2022, the carbon neutrality objective is set at 2027.
Plastic Omnium conducts proactive and regular dialog with all its stakeholders to ensure that its actions have a positive impact on its ecosystem.
Stakeholders | Type of dialog | Examples of dialog in 2023 |
---|---|---|
Employees/Candidates | Social dialog, internal communication, video conferences, collaborative spaces, events, internal network, innovation competition, social networks and career website for future employees |
|
Labor unions and local and European | Meetings, consultations, negotiation |
|
Board of Directors | Board meetings |
|
Shareholders & Investors | General Meeting of Shareholders, meetings with shareholders, shareholders’ newsletter, quarterly, semi-annual and annual publications, site visits, responses to financial and non-financial rating agencies, meetings with financial analysts and investors (including ESG) |
|
Banks | Annual reviews |
|
Non-financial rating agencies | Responses to questionnaires |
|
Insurance companies | Site visits and ratings |
|
Customers | Contracts, annual reviews, R&D partnerships, responses to Sustainability questionnaires, qualitative interviews |
|
Suppliers | Contracts, Suppliers’ Charter, partnerships, visits |
|
Trade associations | Participation in working groups |
|
Standardization body | Participation in working groups focused on standards |
|
Research cluster | Participation in projects |
|
Schools/Universities | Partnerships, participation in events, site visits |
|
Organizations promoting Societal Commitment and Sustainability initiatives | Membership, participation in working groups, patronage and sponsorship |
|
|
Plastic Omnium’s risk and opportunity materiality matrix was first developed in 2017. In order to enhance its strategy to include its stakeholders’ expectations and to take into account the changes in the Group and its rapidly changing sector, it was updated in 2020. It enabled non-financial risks and opportunities to be defined based on the importance of these stakes for internal and external stakeholders and their impacts on Plastic Omnium’s overall performance.
Initially, a sector-based documentary analysis, a peer-based benchmark and a consultation of internal support materials enabled pre-selection of the 20 most important non-financial challenges.
The challenges were then prioritized by interviewing Plastic Omnium employees spread across all activities and internationally, and by conducting qualitative surveys with a panel of external stakeholders: customers, suppliers, associations, research centers, banks, partners and certification bodies.
As part of the preparation of the CSRD regulation (Corporate Sustainability Reporting Directive) applicable from January 2025, a new analysis based on the principle of double materiality is being carried out.
The selection of non-financial risks that make up the Non-Financial Reporting Disclosure was made by determining why and how these risks are important for the Group. These are the main risks identified in:
Some of these risks are found both in the materiality matrix and in the Group risk mapping and contribute to mastering the clean mobility challenge. Some are also addressed in the Vigilance Plan.
To achieve and implement effective mitigation measures, the analysis of these risks, published in the NFRD, was based on:
In other words, this double materiality makes it possible to reveal the impacts of the environment on the Company and of the Company on its environment and to implement the associated mitigation measures and policies.
Effectively and rapidly mitigating risks is a major challenge for Plastic Omnium, since it can turn a risk into an opportunity and give the Group a competitive advantage.
The risks analyzed by the Group and listed below address social, societal and environmental areas. The consequences for the Group of not mitigating them may be of the following nature:
In addition, each of these risks, depending on its typology and the stakes involved, may impact one or more stakeholders:
Employees who may be affected in their physical and/or moral integrity, their commitment, their work-life balance, their effectiveness, their development in terms of skills, career or income, their motivation, the protection of their data and their representation.
Subcontractors or suppliers who may be affected in their physical and/or moral integrity, their rights, the protection of their data, their development, etc.
Customers and end users who may be affected in terms of their physical and/or moral integrity, encounter problems of non-compliance, deteriorated customer experience or with the protection of their data.
People and the environment, which may be impacted by non-mitigation or non-adaptation to climate change, by pollution, failure to take the management of raw materials or biodiversity into account, etc.
This analysis also makes it possible to understand the risks in terms of opportunities for Plastic Omnium and its stakeholders and to anticipate overall performance and resilience strategies.
The link between risks and the Sustainable Development Goals is presented in a dedicated table in the section “Human rights risk”, page 192.
Risk impact assessment: Limited Significant Critical
Risk description | Mitigation measures for the Group and its stakeholders | Monitoring indicators | Pages |
---|---|---|---|
Stakeholders likely to be impacted | Policies and procedures | Monitoring KPI (IFRS scope) |
|
Social stakes |
|
|
|
Personal Health and Safety Risk
Likelihood of employees and subcontractors being exposed to a dangerous situation (damage to their physical and/or mental health) |
| FR2: 1.07(4) Number of people trained in Top Safety and Stop5: 981
| 171 |
Human Resources risk
|
|
| 174 |
Societal stakes |
|
|
|
Business ethics and tax evasion risk
Risk of fraud, corruption, conflicts of interest, Risk of fraudulent intent or intentional harm |
|
| 185 |
Cyber risk – IT continuity of service – data protection
Risk of financial loss, business interruption or damage to a Company’s reputation due to IT system failures |
|
| 187 |
Product safety-quality and customer satisfaction risks
Risk characterized by a deviation from expectation |
|
| 187 |
Responsible purchasing/supplier risk
Risk of impacting the Group’s operational activities, performance or reputation through a failure in any part of the supply chain |
|
| 189 |
Human rights risk
Risk of violation of fundamental human rights in the workplace or in the value chain |
|
| 191 |
Environmental stakes |
|
|
|
Risk related to the impact of climate change on the Company's business model
Risk of not implementing all actions to mitigate the impact of the Group’s activities and fight against global warming |
|
| 193 |
Risk of natural/climate disasters
Risk of being impacted by the consequences of climate change: increased costs (price of materials, insurance, etc.) and impacts on production (production stoppages, supply of materials, etc.) |
|
| 204 |
Eco-design and recyclability risk
Risk of reducing the planetary capacity to respond to the growing challenges of mobility Risk of not reducing the Group’s environmental footprint |
|
| 204 |
Biodiversity risk
Risk that the industrial or economic activities of the company impact other living species |
|
| 207 |
Risk impact assessment: Limited Significant Critical | |||
|
The Personal Health and Safety risk is the probability that an employee will be exposed to a dangerous situation during his or her occupational activity and suffer effects that are harmful to his/her physical and/or mental health.
The risks of accidents or occupational illnesses may be linked to industrial activity and working conditions. Aware that this risk could have an impact on the health of people, employee engagement, social dialog and the attractiveness of the Group, as well as legal and financial consequences for the Group, Plastic Omnium has made safety a priority and placed this issue at the heart of the Care for People pillar of its ACT FOR ALL™ program.
The Group Safety policy implemented to reduce the risks has proven its effectiveness year after year, with steady improvement in the key performance indicators. Thus, 115 sites out of a total of 155 had recorded no accidents at the end of 2023 (IFRS scope).
The Human Resources and Sustainability Department implements the Group Health, Safety & Environment (HSE) strategy defined by the Executive Committee to ensure the protection of employees, property and the environment. It steers and coordinates the HSE actions and leads the network of HSE managers. Monthly meetings are organized with the entire HSE network to discuss best practices and feedback. These moments of exchange and dialog enable continuous, cross-functional and homogeneous improvement.
Occupational health and safety data is also presented at ACT FOR ALL™ Committees, which address all pillars of the Sustainability program.
At Plastic Omnium, safety is a subject for everyone at all levels of the organization.
The Group’s Health and Safety policy is based on the following pillars:
This pillar consists of:
This pillar consists of:
Created in 2004, the Top Safety training is designed to encourage employees to adopt and maintain safe behaviors. At the end of this training, participants are able to carry out safety observation visits known as “Top Safety Visits”. These observation visits take into account all Safety stakes and programs implemented in the Group. Based on dialog, it makes it possible to identify at-risk situations, improve practices and empower employees.
In 2023, 29 Top Safety training sessions were organized, i.e. 560 employees trained.
In 2023, all HBPO and New Energies sites were trained in Top Safety and are carrying out visits, with a target of 1.3 visits per person per year. The target will change to two visits per person per year in 2024 in view of the Group’s performance.
Training sessions were organized at all PO Lighting sites and all sites began to carry out visits. The CES Division is working on the digitization of Top Safety visits thanks to an internal platform for all sites.
Stop5 training is dedicated to all employees liable to work on the equipment, so that they may do so in complete safety. The objective of this approach is to anticipate at-risk situations, particularly during maintenance operations, by carrying out a rapid risk analysis before working on any equipment.
In 2023, 26 Stop5 training sessions were organized, i.e. 421 employees trained.
The number of safety training sessions is monitored on a monthly basis by each activity. In total, 981 employees were trained in 2023, which represents an increase of 25% compared to the previous year.
Since 2023, CES has been developing training capsules in a 360° virtual reality format to raise awareness of the risks during specific interventions and thus encourage the adoption of best practices. Following the acquisition of around 20 computers and virtual reality headsets, more than 2,400 sessions have been organized across all sites. Several professional skills training modules are available for support functions:
These modules are freely available on the My Learning Place platform and are translated into 18 languages.
IES has equipped itself with virtual reality headsets to roll out the Stop5 and 6 Non-Negotiable modules. Training for maintenance staff has also been developed to authorize designated employees to use circular saws.
In partnership with Bureau Veritas, New Energies is developing specific training modules related to the hydrogen activity. Attention is focused on the safety management of this very specific equipment, in order to better understand this technology and the associated risks.
In 2023, the Group took part in the Behavior Chair project initiated by ENIM (École Nationale des Ingénieurs de Metz) and the University of Lorraine. Based on neuroscience, this project aims to study the dynamics of human behavior in industry and their influences on safety, in particular by working on non-technical skills. The objective over three years, is to identify which soft skills are necessary for a specific activity, which is initially maintenance. It will then involve developing them via a virtual reality module in order to adopt the right behavior at the right time, in a real situation. Several other companies, including EDF, took part in the project.
HSE reporting data is completed monthly by the sites and then consolidated at Group level. The monitored indicators include, among others, the number of workplace accidents (with and without lost time) and first aid, the accident frequency and severity rates, the progress of ISO 45001 certification, and the deployment of Top Safety training.
All sites are involved and must identify the implications of the teams on each subject in addition to the program aimed at improving assimilation of safety, leadership and personal behaviors.
Digitized HSE audits are carried out every month on CES sites. Managed by the HSE manager and in collaboration with the work unit managers, the purpose of these audits is to make everyone responsible for complying with Plastic Omnium’s safety standards. 1,334 digital audits were carried out in 2023 based on this principle. A subcontractor audit program is also being rolled out by the HSE teams. An audit is carried out on the work carried out by the service provider, thus making it possible to verify whether the rules set out in the prevention plan have been respected.
The New Energies division is working to roll out a coaching program to train local HSE teams. The health and safety coordinators of the other divisions visit sites to discuss operating methods and share their best practices while they are actually on site. This project highlights the broad cohesion of the HSE network within the Group.
The IES Division ensures continuous improvements in safety, particularly through HSE assessments. Bringing together all of the Group’s safety standards, this tool supports sites in maintaining safety rules, thus strengthening the safety culture in each production unit (injection, painting, bonding, etc.).
After a first campaign in 2021, IES also conducted the Knives hunt again in 2023, aiming to reduce the use of cutting tools and raise awareness of the risks associated with their handling.
After its acquisition of the Lighting Division, the Group also carried out its HSE assessments, following which an action plan was defined to guide each site towards the priority areas for work in 2023.
The Group’s FR2 stood at 1.07 at the end of 2023 compared to 1.16 in 2022. The improvement in FR2 is explained by the excellent performance of the IES division and a clear improvement in the results of the Lighting division. The FR2 target for 2024 is 0.85 with a target for 2025 of less than 0.60.
In 2023, 115 sites did not have an accident. Some sites, such as the CES Delhi site in India, go further, counting more than 4,500 days without an accident (2023).
| 2021 | 2022 | 2023 |
---|---|---|---|
FR1: Workplace accident frequency rate with lost time in number of accidents per million hours worked | 0.63 | 0.69 | 0.79 |
FR2: Workplace accident frequency rate, with and without lost time in number of accidents per million hours worked | 0.88 | 1.16 | 1.07 (1) |
SR: Severity rate of workplace accidents in number of days lost per thousand hours worked | 0.03 | 0.01 | 0.03 |
FR1 = Number of workplace accidents with lost time, including temporary staff × 1,000,000/number of hours worked. FR2 = Number of workplace accidents with and without lost time, including temporary staff × 1,000,000/number of hours worked. SR = Number of days of workplace accident-related lost time x 1,000/number of hours worked. |
The ergonomics of workstations is an essential factor in reducing accidents and protecting the health of employees. Musculoskeletal problems are among the most widespread occupational illnesses for Plastic Omnium’s industrial businesses. The Group has therefore decided to make ergonomics one of the priorities of its ACT FOR ALL™ program.
Ergonomics is studied in two key areas:
The target is to have covered all workstations by 2025. Particular attention will be paid in the coming years to continuous improvement in workstation ergonomics.
The Group’s workforce includes ergonomists responsible for implementing an ergonomic prevention policy based in particular on the results of workstation analyses and identifying preventive or corrective solutions. The networks of ergonomics correspondents (HSE network, plant managers, service managers, etc.) regularly exchange best practices.
At IES, training for ergonomics officers includes practical and theoretical sessions. This year, the training went further in terms of virtual immersion of work situations through video simulations of actual situations and interactive videoconferences. These virtual and collaborative formats were perceived by the teams as having greater impact.
Clean Energy Systems has had two virtual reality rooms since November 2020 in its R&D centers in France and China. In 2023, 62 new workstations were thus analyzed at the design stage. The local ergonomics officer then assesses the same situation in real life, when the equipment is installed. A very close correlation was observed between the results obtained. This year, almost all workstations in the historical divisions having been analyzed, the focus is now on improving ergonomics. The equipment in the virtual reality rooms is being changed this year, with the new software being more efficient, consuming less energy, requiring fewer tools and offering better responsiveness in the development phases in connection with the New Energies Division.
CES also uses digital workstation assessment kits, enabling a more objective ergonomic assessment. Four kits are available, with the aim of assessing all projects in Start Of Production in 2025.
New Energies also applies the ergonomic principles developed by Clean Energy Systems, particularly for the current design phases of production resources. Thus, in 2023, New Energies called on the shared skills of the French R&D center - Alphatech - to assess 19 machines before they were put into production.
At Intelligent Exterior Systems, a simplified diagnostic tool has been developed to enable operations referents to identify constraints related to workstations, whether they are postural or related to lifting loads during repetitive activities. The deployment of this tool was supported by a training campaign so that the teams could score the workstations autonomously. The cognitive factors related to the interactions of individuals with a system or a product (perception, complexity of the work, stress, complex processes linked to the richness of the products, etc.) are included in the job analyses. In addition, this year, the division introduced a rating system for non-repetitive activities (tertiary sector, maintenance, etc.).
Modules will carry out the ergonomic assessments for all workstations by the end of 2023. Remediation work on workstations rated “red” will begin in 2024.
Moreover, Plastic Omnium pays particular attention to new products and actively monitors developments by participating in the AFNOR working group, with in particular the participation of the INRS (French National Institute for Research and Safety) relating to exoskeletons. The Group participated in the drafting of the X35-800 standard, enabling smaller companies to benefit from the maturity of a manufacturer such as Plastic Omnium. This collaboration also enables Plastic Omnium to interact with experts and monitor innovations in this area.
Exoskeletons are still undergoing testing at Intelligent Exterior Systems in order to verify their suitability to meet the demands of Plastic Omnium’s operators, processes and products. These tests assess the physical, cognitive and psychological impacts of exoskeletons: acceptability of the teams and practicality of use. They have been implemented on several sites in France, Spain, Germany, Argentina and Mexico. Their use remains optional and on a voluntary basis with, as a principle, their staged introduction based on feedback from operators.
In 2023, a consortium was created between the IES Division, Naval Group and Cetim (Centre technique des industries mécaniques). The aim of this partnership is to develop an exoskeleton adapted to the Group’s activities, in particular for loading/unloading stations in the paint line. A first prototype should be available in 2024. A PhD student in ergonomics was recruited to support this project.
| 2021 | 2022 | 2023 |
---|---|---|---|
Number of occupational illnesses declared | 15 | 10 | 14 |
Number of occupational illnesses recognized | 9 | 11 | 12 |
In line with the Care for People pillar of the ACT FOR ALL™ program, the Group set up the Employee Assistance Program (EAP) in 2020. This is a crisis line and psychological support open to all Group employees and to adult members of their families. This free, anonymous and confidential service is now available in 19 languages. It is provided by a specialized external service provider.
Human Resources risks are defined as any event that could be detrimental to the company and whose causes are related to Human Resources management. This may concern recruitment, employee engagement, talent management, diversity and inclusion within the company, or respect for social dialog.
A single department bringing together the Human Resources and Sustainability functions contributes to the sustainable growth strategy, which requires the full commitment of its employees and future talents.
In order to be a leader in a changing mobility sector, the commitment and motivation of the teams are key success factors. The Group fully shares the expectations of employees regarding the responses to societal changes, on global issues such as changes to the working environment, and the energy transition.
In a rapidly changing sector such as the automotive industry and in a context of a very dynamic job market, the attractiveness and retention of talent are the main success factors.
The commitment and development of each employee and teams are also key elements of the Company’s success, particularly when the Group is expanding by integrating new activities or new segments.
This success also depends on mixed, multi-generational teams with a variety of cultures. Enhancing equity, equal opportunity enables everyone to learn and progress within the Company and improves the Group’s performance.
Lastly, respecting social dialog is fundamental in a company. The quality of social dialog is a factor in employee engagement. Conversely, the absence of social dialog leads to a loss of cohesion, commitment, the risk of conflict and hinders the company’s development and its ability to implement its strategy.
Convinced that human capital and culture are key success factors in acquisitions, special attention has been paid to the “People & Culture” dimension, which has been integrated into the heart of these latest projects.
Given the multiple challenges, and in particular, organizational and human challenges, it was essential to take into account the culture and the human impact in the integration process for the Lighting and Modules activities. Meticulous work on corporate cultures has been carried out to ensure they result in a target culture with motivating career prospects.
In November 2023, Plastic Omnium’s Sustainability and Human Resources Department received a “Gold Trophy” at the corporate culture awards. This Award recognizes the global approach that was implemented throughout 2023. The Human Resources strategy was also praised, demonstrating that it supports the Group’s transformation, with the introduction of a new mission, values and leadership model. This award highlights the dedication and commitment of the Human Resources and management teams, while encouraging the Group to persevere in innovation for the future.
By taking on a new dimension, Plastic Omnium is instilling renewed purpose in the Human Resources strategy, based on four pillars to support sustainable growth. Committed with and for employees, the objective of this strategy is to give everyone the means to develop their potential within the collective.
Human Resources are an essential asset of ACT FOR ALL™, the Group’s strategic program. By investing in employees and creating a unique experience, Plastic Omnium’s future is being built. This strategy is based on four pillars:
Pillar 1 People & Culture is designed to support the Group in its transformation. It aims to motivate employees and encourage their involvement through the implementation of a new purpose, associated with enhanced leadership values and expectations. In particular, this involves leveraging the wealth of diversity in the teams and supporting their development. The Group gives itself the means to have an impact and allows everyone to make their contribution by expressing their views on the impact of the measures taken, through surveys designed to collect feedback on how the organization is doing.
Pillar 2 Unique Employee Experience supports employee engagement through common processes and consistent policies in terms of recruitment, onboarding, job mobility, talent identification, training and compensation. In all divisions, the Group guarantees that it provides the same employee experience, punctuated by a managerial agenda incorporating new Leadership skills. Plastic Omnium promotes mobility, internal promotion and the integration of new talent.
Pillar 3 Business HR Driven positions the Human Resources function as a strategic partner dedicated to supporting employees based on business needs. The Group constantly invests in the employability of staff to ensure that they have the skills and tools they need to succeed in the short and medium term. The aim is to provide them with access to programs that support their development in the various stages of their career in line with the needs of the Company.
Pillar 4 Digital & Mutualized aims to benefit from organizational changes to make the Human Resources function an outstanding department at the forefront of technology as a performance lever.
Plastic Omnium’s Human Resources strategy is designed to align with the Group’s needs and drive its growth. The Human Resources strategic plan makes it possible to support the Group’s transformation and growth challenges, by offering a common framework while providing specific responses to the needs of the businesses, segments and the various regions.
The mobility sector is facing a major transformation that makes talent management a strategic issue. In this context and that of a dynamic employment market, Human Resources must anticipate changes in professions, but also implement specific actions to develop the skills of employees and meet the talent needs to be required for the Group’s growth.
In 2023, the Group continued the integration of the activities acquired in the field of batteries, with the strengthening of the e-Power activity and the construction of the hydrogen plants of the New Energies Division. In addition, Op'nSoft's growth continues in the area of software development. All these developments generate a growing need for resources, particularly in new segments such as software, electrochemistry, mechatronics, high-pressure systems and vehicle architecture.
In a rapidly changing environment, the Group has set up a recruitment structure (Talent Acquisition Center) to professionalize its recruitment approach. With a team of specialists, the identification and selection of the most suitable resources enables the Group to benefit more quickly from candidates who meet the Company’s needs. Following its early steps in 2022 focusing on recruitment in France, in 2023 this organization was extended to North America (United States, followed by Mexico) and then to Central Europe (Germany/Austria and Poland/Czech Republic/Slovakia), where the environment is particularly competitive. In 2024, this network will be extended to China. In order to promote synergies and share talent pools within the geographical regions, Plastic Omnium has created regional networks of recruiters.
In this area, and to develop managerial excellence, managers are trained in recruitment techniques to attract the best talent.
Plastic Omnium sees its employees as valuable ambassadors, helping to attract, recruit and develop new talent. In 2023, a co-option program was extended globally in order to strengthen the attractiveness of the Company.
Integration plans are put in place to ensure optimum onboarding for new hires. A pilot digital application has been tested to help managers and Human Resources teams ensure quality onboarding for new hires. Initial feedback highlights the simplicity and the increased feeling of welcome. Rollout is planned for 2024. Online training modules are made available to new employees to familiarize them with the Company’s history.
The Human Resources function is a strategic player in developing the critical skills of employees essential to the growth of the Group’s activities. In 2023, the Group structured the training offer with the launch of the “Plastic Omnium University”. The mission of this corporate university is to develop employees, support the Company’s transformation, and promote innovation and operational excellence. Plastic Omnium offers excellent training programs in partnership with recognized international training organizations. These are structured around two pillars:
One of the keys to Intelligent Exterior Systems’ success comes from its employees. In order to meet this need for operational excellence and innovation, IES University designs and delivers innovative training solutions to develop the skills of its employees around the world and thus prepare for the future. The university offers a catalog of more than 400 training courses developed in-house by business experts and offered in the form of face-to-face training, virtual classes, e-learning or virtual reality.
A program specially designed for the technical and manual jobs of factory employees has been developed since 2021: the “Métiers Schools”. This program, initially launched in France, aims to develop knowledge and skills related to the industrial processes that constitute the heart of the IES activities: injection, painting, bonding and assembly. The first module in this program was the “Injection School”: at each site, a reference person was appointed to train technicians and operators on the injection process. For several weeks, the advisors were trained by internal segment experts, and then took part in specific training for operators and technicians. The first training sessions were provided from spring 2022 to injection operators, preparers, technicians and coordinators.
At the same time, a target organization has been defined to also contribute to operational efficiency. In 2022, the “Injection School” was launched in Spain. In 2023, the “Painting School” project started in France, following the same principles as the "Injection School".
In 2023, Clean Energy Systems continued its approach to strengthening segment skills and increasing skills in areas undergoing transformation.
In late 2022 and early 2023, a particular effort was made to create 29 new training modules in the Quality, Safety and Digital Manufacturing segments.
CES rolled out its safety campaign in virtual reality (VR) mode for the entire CES population. Two training modules are offered to the Division’s 40 plants, focused on 6 Non-Negotiables and on the STOP5 method for plant personnel. At the end of December, 2,396 people had been trained using VR in one or other of these modules.
An Excel skills improvement program was launched for the Finance population, with more than 60 CES participants and 260 IES/NE/ Group participants. This program is built around nine training modules, targeting the functionalities used in Finance at Plastic Omnium and offers nine hours of practical training with internal trainers.
In 2023, the University focused on the “Care4People” dimension. The objective is to integrate the expected skills into the new Leadership Model in line with the values put in place with the purpose in 2022. The learning path of employees is now enriched by targeted and strategically distributed training offerings at different levels of the organization, with particular attention paid to inclusion and diversity.
With the ambition of managerial excellence, to support employees in the development of their skills, all management teams, as well as all managers and professionals, were trained in the new Leadership Model in 2023. Access to a new “Leadership Games” training program, a fun and innovative program for discovering the new Leadership Model, was rolled out to more than 7,000 employees. Training specific to each skill of the Leadership Model is being rolled out, at the rate of two training sessions per quarter until the end of 2024.
Managers also benefit from the “Driving Success” program, which develops local managerial practices. Special attention is paid to site managers through an update of the “Leading Manufacturing” program.
Three new programs for employees identified with potential have been or will be launched: “Starter”, “Charger” and “Booster” targeting individual contributors, managers and Directors respectively, in order to support their development within Plastic Omnium.
Emphasis is also placed on diversity and inclusion with the rollout of the “Impact, Diversity & Equity - unconscious bias” training course for all Directors, with 315 Directors and HR managers trained in 2023. 1,410 employees also took one or more online training courses on diversity, which Plastic Omnium made available to them. A new “Women Leadership” program will specifically target talented women who take on management and executive positions. The launch is scheduled for early 2024. These developments demonstrate the Group’s commitment to providing continuous training that is both inclusive and responsive to the ever-changing needs of its employees.
In order to guarantee a learning organization and culture, the Group ensures that its training courses provide rich learning opportunities, as well as flexible and adaptable solutions. The aim is to accelerate the digital potential and offer digital training accessible to all. The digitization of site training plans was completed in 2023. Within the LMS (Learning Management System), it enables the consolidation and pooling of training needs as well as the monitoring of the progress of plans by managers. This process has been rolled out across the Group on all its sites, including the sites of the Lighting entity. In 2024, this rollout will also take place for the Modules Division. These programs will be complemented by initiatives such as a Digital Leadership Competencies Challenge to maintain the momentum of the rollout of the leadership model. A new digital coaching platform is being set up and will be operational in early 2024.
In 2023, the Finance Graduate Program was set up. The Group’s Finance Department selected five candidates chosen for their academic skills, leadership and international profile. This program includes numerous interactions to strengthen the diversity of talent in finance and create a sustainable flow of high-potential graduates.
The New Energies activity requires new skills due to its development. The new Lighting activity has a significant impact on the Group's workforce with nearly 7,000 new employees. The distribution of staff between regions is being modified with a strengthened presence in Eastern Europe, North America, and Africa.
The year 2023 saw the full integration of employees from the Lighting and Modules divisions. The Software House continues its development, incorporating new skills into the Group, notably in India, where the Group continues to expand its R&D activities for its various businesses.
IFRS scope excluding minority joint ventures.
Estimated breakdown at end-November 2023
| 2021 | 2022 | 2023 |
---|---|---|---|
Training commissions | 37 | 38 | 59 |
Number of training participants | 117,992 | 131,272 | 188,378 |
Number of training sessions per employee per year | 5.4 | 4.3 | 6.3 |
Total training hours | 386,352 | 420,133 | 531,091 |
Training hours per year per employee | 18 | 18 | 18 |
Total expenditure on external training bodies (in thousands of euros) | 3,650 | 4,727 | 5,935 |
A company that generates and cultivates recognition promotes employee engagement. Where this is not present, it can lead to a fall in employee involvement, causing employees to be less focused on their objectives, impacting the overall performance of the company. The teams and their engagement are elements of differentiation and attractiveness.
Benefiting from a rich career path within the Group is one of the drivers of employee commitment and performance for the Company. For this reason, it was decided to create a special opportunity for looking at the aspirations and development of each employee, with the implementation of the Development Review, in addition to the Performance Review. This key event is organized every year during the summer. It is a special meeting between each employee and their manager, who helps in its implementation and recognition. This involves the employee and manager jointly defining an individual development plan based on the professional aspirations of each employee and the opportunities within the Company, such as possible mobility between activities or in different regions. The content and implementation of these two key moments in the management cycle within the Company have been incorporated into the new Leadership Model. The focus is on the nine managerial skills chosen by Plastic Omnium to support the Company’s values and enable behavior to be adapted in line with them.
Studies show that career prospects are an important criterion in employee engagement. The internal mobility program has been structured to allow inter-activities mobility. A Mobility Committee was set up for this purpose. Plastic Omnium’s developments in hydrogen mobility, Data management, the Software House or electrification have also led to the definition of new positions that require specific expertise. This makes it possible to offer opportunities for development and increased mobility.
Recognizing the contribution of each individual to overall performance is also essential. Plastic Omnium’s operational performance assessment system seeks to establish a stronger culture of recognition. The objective review process has been standardized and homogenized across the Group, based on the principles of real-time performance monitoring. It is now possible to modify and evaluate objectives throughout the year, in line with the Group’s strategic objectives, and in order to adapt to the changing environment in which the industry operates.
The setting of individual targets is aligned with the Group’s strategic pillars. They are divided into five categories:
Compensation is also one of the key ways to attract and retain talent. The compensation policy is based on fairness and equality, with objective criteria, leaving no place for discrimination of any kind.
Although low, as demonstrated by the good scores in the Gender Equality Index of French entities (between 76 and 94 out of 100, depending on the entity), pay gaps are analyzed, and action plans are put in place to reduce them. Average wage levels are generally higher than the legal minimums.
Plastic Omnium offers additional benefits locally, such as collective incentive policies, sickness cover and a Group Savings Plan. At December 31, 2023, the Group Savings Plan set up in France had 1,554 members, holding 1,525,232 Compagnie Plastic Omnium SE shares, i.e. 1.05% of the share capital, purchased on the stock market (see section 3.6. “Shareholding structure of Compagnie Plastic Omnium SE”).
Lastly, Plastic Omnium is committed to creating a pleasant and caring working environment, both in plants and in offices: creation of landscaped open spaces, new offices and ergonomic chairs, with “WELL” (Gold level) certification targeted for 2024 following work at the Levallois head office, for example.
For its second edition, the PULSE survey which took place last spring was an opportunity for employees to express their feelings about Plastic Omnium. For the 2023 edition, the participation rate was up 5 points to 62%, with more than 18,000 respondents and 83,000 comments. For managers, participation rose to 85%. The highest scores compared to the benchmark (comparison with the results of other companies in the sector) related to freedom of opinion, skills development and equity.
Following communication of the results, hundreds of managers defined action plans. More than 1,500 actions were identified on the basis of employee feedback, and 28% of them were directly related to the Group’s overall priorities: communication of strategy, workload and equipment. In the autumn and in support of the ACT FOR ALL™ day, a survey was launched with a focus on three pillars (safety, diversity and carbon neutrality) to measure employee support for the global initiatives launched by the Group.
In a context of a rapidly changing market and transformation projects for the Group, internal communication actions were regularly organized. Thus, communication of the Leadership Model and the associated skills in line with the Group’s purpose and five values was promoted in 2023. Externally, participation in CES in Las Vegas enabled increased visibility of the Group’s innovations and technologies.
Information on strategy is regularly shared, particularly with directors, especially through Directors' Webcast events (four in 2023). In addition, the Group has rolled out an editorial strategy to distribute company news with the teams:
The transformation of Plastic Omnium is also reflected in its presence on social networks. This presence aligns with the innovation and modernity of the Group. Standing out from the competition through the quality of its products, expertise, and employer brand requires a strong identity on social networks to meet the evolving needs of its partners, customers, and the talents of tomorrow's mobility. In 2023, the Group is present on the following social platforms:
In 2024, the setting up and rollout of the “Employee Advocacy” program will be part of the Group’s initiatives to spread its online reputation. The program will bring together more than 500 employees / ambassadors of the Plastic Omnium brand on social networks and around the world.
| 2021 | 2022 | 2023 |
---|---|---|---|
Management turnover rate | 13.82% | 11.77% | 15.11% |
The increase in turnover in 2023 is mainly due to the full-year effect of the acquisitions made during 2022. At the same time, turnover continued to decrease on the historical scope.
| 2021 | 2022 | 2023 |
---|---|---|---|
Absenteeism rate due to workplace accidents | 0.04% | 0.03% | 0.02% |
Absenteeism rate due to other causes | 2.77% | 3.20% | 2.96% |
Total absenteeism rate | 2.81% | 3.30% | 2.98% |
Within the Group, absenteeism, although slightly up, remained at a low level.
Intentional or unintentional discrimination can make career opportunities more difficult for certain populations. This is the case for people with disabilities, women, young people, but more broadly for all minorities, including those related to ethnic or cultural origin. This discrimination can prevent the creation of a favorable environment for the long-term integration of these populations and therefore penalize the Company’s overall performance.
Such discrimination can have a number of consequences for a Group like Plastic Omnium:
The diversity of talents and profiles within the teams is part of the richness of the Group. Plastic Omnium recognizes the need to provide an inclusive work environment for all employees, with particular emphasis on promoting the employment of young people, developing careers for women and integrating workers with a disability. Furthermore, Plastic Omnium seeks to make its organization and the teams that make it up more representative of the local cultures in the markets where it operates, by integrating the specific dimensions of local diversity.
The Group’s membership of the United Nations Global Compact in 2003 is, among other things, at the origin of its Diversity program. The fight against all forms of discrimination is regularly reaffirmed. It is incorporated into the Group's Code of Conduct. Initiatives for women and young people are also markers in the ACT FOR ALL™ program.
Plastic Omnium is convinced that diversity and inclusion are sources of better ideas and innovations that improve business performance. This is a major focus of its strategy, and is reflected in quantitative objectives throughout the organization and the implementation of an inclusive working environment.
Diversity must be integrated into the corporate culture in order to have an impact. This is why Plastic Omnium has developed a training plan to counter misconceptions and cognitive bias on these topics. The Group also wants to promote internal mobility and career opportunities for women by favoring local initiatives.
Analysis of wage gaps led to the implementation of actions to gradually reduce the gaps, with part of the budget being reserved for salary adjustments.
In order to improve the place of women in the Group and the industry, Plastic Omnium has set itself several objectives by 2030:
Three areas of focus have been set to achieve these targets:
At the same time, the Group aims for women to comprise 30% of the permanent technical and engineering workforce by 2025. Four specific areas have been identified to increase the proportion of women in this population:
Emphasis will also be placed on recruiting young talent through initiatives such as “Elles bougent”, extending internationally in the form of the “Girls on the move” program.
| 2021 | 2022 | 2023 |
---|---|---|---|
Number of women in the Group | 5,737 | 9,279 | 9,255 |
Proportion of women in the Group | 26% | 31% | 31% |
Number of women managers & engineers (M&E) | 1,136 | 1,687 | 1,842 |
Proportion of women M&E | 22.2% | 23.2% | 24.4% |
Number of women in Senior Executive roles | 11 | 16 | 18 |
Proportion of women in Senior Executive roles | 24.4% | 23.2% | 24% |
Number of women managers hired during the year | 163 | 285 | 378 |
Proportion of women managers hired | 27.1% | 28.8% | 29.8% |
The Group has implemented Diversity objectives in its various governance bodies and for its managerial staff. The number of women in all management grades increased again in 2023. The Group’s Executive Committee is composed of 14 members, including four women, i.e. 29%.
The WoMen@PO internal network, launched in 2019, now has more than 680 employees (i.e. +51% in one year), who support Plastic Omnium’s commitment to promoting diversity and creating an inclusive work environment. Present in 21 countries, WoMen@PO now comprises 25% men, 74% women and 1% people identifying as non-binary. They are supported by three sponsors who are members of the Executive Committee and a Communications Manager, who coordinates them. This year, the internal event organized on March 8 for International Women’s Day brought together more than 1,300 employees in person and remotely.
2023 was marked by the launch of “Live Talks”, bringing together inspiring figures from Plastic Omnium and external stakeholders. Thus, in June, Sandrine Ledru, Group Chief Digital Officer, and Abla Steinmetz, IES Innovation Director, held a discussion with Christel Galbrun-Noël of Schneider Electric on the topic of the place of women in the transformation of mobility. In November, Félicie Burelle hosted the entrepreneur Céline Lazorthes to talk about the importance of daring to get started and pave the way for success in industry and technology.
Locally, countries have multiplied impactful concrete initiatives: monthly “lunch & learn” sessions with external speakers in the United States, to discuss the importance of physical and mental well-being, the fight against cognitive biases, cultural diversity, etc.; in Spain, talks on diversity in the plants to involve employees in production; a mentoring program to support the employment of young women in the United Kingdom; in India, the establishment of “Transport Committees” to ensure the safety of female employees; in Poland, the “POwer Women” program to develop the careers of female employees; in Germany, digital “Im Dialog mit” sessions to open up dialog on topics such as co-management, work-life balance, etc.
The Plastic Omnium entities have calculated their Gender Equality Index, which has been mandatory in France since the beginning of 2019. For 2023, two entities were up while two others were down. The main entity has the highest index (94), stable for three years.
The identified areas for improvement confirm the main direction taken by the Group over several years: the promotion of women to management roles.
Estimated breakdown at end-November 2023
Strengthening its appeal to young people in order to attract the talent needed to achieve Plastic Omnium’s ambitions is a key pillar of the Diversity program. As such, the Group frequently meets students in schools and universities.
The partnerships established in recent years with schools developing strategic skills for the Group have been strengthened and supplemented. They make it possible to supply young talents to the expanding sectors (software, automation, etc.), to forge technical partnerships (photonics, recyclability, etc.) but also to integrate the Group’s future leaders with Graduate Programs in various segments including Finance. The targeted schools are:
The Group continued its policy of recruiting interns and apprentices this year. Thus 1,233 interns, VIE, Graduate Program and apprentices, identified at the end of 2023, were welcomed and supported in 2023. In ten years, more than 400 young talents have taken part in the Group’s international VIE program.
In October 2023, the 2nd α-Alphatech induction day for work-study students and interns brought together the work-study students and interns from the Levallois-Perret, α-Alphatech and Nanterre sites and the CES plants in Compiègne and Pfastatt.
This day, dedicated to young recruits, is part of the ACT FOR ALL™ policy to promote the employment and integration of young people in the Group. Its purpose is to present Plastic Omnium and its products, as well as the various functions and business lines.
This action, the cornerstone of the integration process for young people, facilitates their arrival by quickly familiarizing them with the Plastic Omnium environment and makes it possible to create an initial sense of belonging and a reference community.
| 2021 | 2022 | 2023 | 2025 target |
---|---|---|---|---|
Number of interns/VIE/apprentices/Graduate Program | 875 | 1,204 | 1,233 | 1,300 |
For several years, Plastic Omnium has chosen to promote strong diversity within its Company. Diversity is an asset and contributes to better overall performance
Plastic Omnium is a signatory of the Manifesto for the Inclusion of People with Disabilities in Economic Life ("the Inclusion Manifesto"), affirming its commitments in this area.
After a four-year agreement with AGEFIPH, since January 1, 2022, Plastic Omnium’s disability policy in France has been part of an Agreement on the inclusion of people with disabilities. This Agreement, signed by all trade unions representing the Group in France for the period 2022-2024, was approved by the DRIEETS (Interdepartmental Regional Department for the Economy, Employment, Labor and Solidarity). In particular, it provides for:
In addition, to publicize the provisions contained in the Agreement widely and relay the objectives, two disability sponsors have been appointed within operational departments.
In France, the Mission for workers with disabilities is working on improving the inclusion of people with disabilities at all Group sites. It relies on a network of contacts at each French site. The people in charge of the disability policy are organized according to a dedicated governance:
Training and raising awareness are key success factors in building a culture that promotes diversity, particularly by removing conscious and unconscious bias. In this regard, several actions were carried out in 2023.
Some employees have the role of privileged contacts in the disability policy: training sessions were held to equip the Human Resources teams or update their knowledge. The recruitment teams and the regional disability officers thus attended a training day dedicated to the subject of disability (role, legislation, resources).
As regards raising awareness, an information campaign has been rolled out every quarter since 2021 by the Mission for workers with disabilities at all Plastic Omnium sites in France. In 2023, the themes highlighted through posters focused on hearing, visual and motor disabilities. In addition to actions common to all sites, local initiatives are encouraged to promote a culture around disability.
In 2023, “sign cafés” were rolled out at three Plastic Omnium sites; these provide an introduction to sign language and an opportunity to raise awareness among employees about hearing disabilities and the solutions that the Mission for workers with disabilities can provide or finance.
In the Paris area, employees were asked to volunteer at the World Para-Athletics Championships in July 2023, with the Company offering a contribution of two days of leave under the Disability Agreement and community involvement in disability.
Some sites also host groups of young people with disabilities throughout the year to help them discover the world of business; these visits are useful to young visitors, but also to the employees of the Company who receive them. Encouraging encounters makes the topic of disability more familiar and develops inclusive habits.
During the EDEW (European Disability Employment Week) from November 20 to 26, 2023, several events were held at Plastic Omnium’s French sites, with the theme of disabled sports. Role-plays including the participation of sportspeople with disabilities took place: boccia, blind soccer, wheelchair obstacle course, etc. Internal communication was backed up with posters, card games and quizzes. Finally, some sites added actions by broadening the theme: activities with guide dogs, open days for people from Cap Emploi or for young people with disabilities, etc.
The annual Duoday day also mobilized employees during the same week, at seven volunteer sites that welcomed people with disabilities to introduce them to the Company and Plastic Omnium’s business segments.
Lastly, employee awareness-raising on the subject of disability began on an international scale in 2023, with two events initiated by France. In July 2023, the Group’s annual Human Resources and Sustainability convention brought together more than 90 of the Group’s HR, Sustainability and HSE managers at the Charléty stadium (Paris), to attend the World Para-Athletics Championships and participate in sporting scenarios.
In December 2023, more than 700 employees took part in a conference given by Martine Wright, a sportswoman who survived a terrorist attack and promoted the values of hope and resilience showing that we can bounce back despite the occurrence of a disability.
In order to promote the recruitment of people with disabilities in France, several actions were implemented or continued in 2023:
These efforts led to the recruitment of 22 people.
Plastic Omnium works on a multidisciplinary basis to seek solutions to keep its employees, particularly those who declare themselves to be disabled, employed. Job retention thus involves HSE departments, ergonomists, the Mission for workers with disabilities, occupational health services, social workers, Cap Emploi and other outside experts. Personalized solutions can be planned according to the specific needs of employees with recognized disabilities. The solutions provided to employees in 2023 focused on the financing of equipment (hearing aids, ergonomic chairs, etc.), home-work transport assistance, skills assessment and coaching for professional retraining.
Purchases from the sheltered and adapted sector are also an essential means of supporting the employment of workers with disabilities. All French sites work with ESATs – the French Work Assistance Establishments and Services – or EAs – Adapted Enterprises. In 2023, Plastic Omnium spent more than €1.5 million with around 20 suppliers in the areas of packaging, logistics, green spaces, etc. One plant also uses ESAT workers, who work on Plastic Omnium's premises to help the teams of permanent employees.
Lastly, the partnership with GESAT, a specialized purchasing network for the protected and adapted work sector, was renewed in 2023 to support buyers in sourcing suppliers or studying the feasibility of more complex projects with suppliers in this sector.
In France, the employment rate of people with disabilities in Group companies has exceeded the legal obligation of 6% since 2022, standing at 6.36%. It has steadily increased since the launch of the Mission for workers with disabilities in early 2018. It should be noted that since 2021, annual declarations are now made at the end of May of year N+1; the 2023 rate is therefore not yet available for this publication.
| 2021 | 2022 | 2023 |
---|---|---|---|
Number of workers with disabilities | 421 | 389 | 425 |
Workstations adapted for workers with disabilities | 55 | 38 | 44 |
Number of workers with disabilities recruited in the year | 28 | 12 | 22 |
|
High-quality social dialog contributes to a good climate in the Company and promotes employee commitment to its strategy. Strong respect for trade union rights, information, consultation of employee representative bodies, and the negotiation of collective agreements are the pillars of social dialog.
Furthermore, the quality of social dialog is a factor in employee engagement. Insufficient social dialog leads to a loss of employee confidence and risks of conflict. It hinders the development of the Company and its ability to implement its strategy.
Plastic Omnium’s labor relations policy aims to develop dialog and consultation in all countries where the Group operates. Social dialog exists at all levels: at site level, as well as a group of countries (for example, Europe). An integral part of the Group’s support functions, the Labor Relations Department ensures the quality of this dialog within the Group, in particular through the coordination of the European Works Council. Plastic Omnium’s Board of Directors has two employee representatives elected by employee representatives through the European Works Council and the France Group Works Council.
Plastic Omnium’s European Works Council was set up in 1996 by an anticipation agreement on legal provisions. It is composed of 35 members representing the countries in which Plastic Omnium operates.
In 2023, a plenary meeting of the European Works Council was held. Over two days of preparation, discussions and dialog, the results, strategy, aspects relating to corporate social responsibility, the environment, safety and Human Resources were shared with representatives.
The European Works Council appoints a bureau composed of five permanent representatives (as well as four alternates). The bureau meets whenever necessary to deal with organizational, strategic and business matters. In addition to the consultation organized at the level of the European Works Council, social dialog is implemented at the local level with employee representatives and trade unions in each country and entity. This leads to numerous exchanges, discussions and consultations, as well as negotiations and agreements. Thus, more than a hundred Social Committees and Safety Committees meet regularly around the world.
Each year, discussions with trade unions and employee representatives give rise to the signing of numerous agreements, testifying to the quality of social dialog within the Group: competitiveness agreement in Germany, employee profit-sharing agreement in France, etc.
The role of Human Resources is essential in supporting the ambitious objectives that the Group has set for itself. The automotive industry is undergoing unprecedented transformation, in which carmakers and equipment manufacturers must accelerate their transition to new forms of mobility.
To meet each of the Group’s strategic pillars (Operational excellence, Innovation and Sustainability), Human Resources has an essential role to play. The Group’s values disseminated through the publication of the Group’s purpose in April 2022, and embodied by employees, also reinforce the commitment of all to achieving the ambitious objectives that the Group has set itself.
The Group’s success is based on the skills, know-how and commitment of its employees. Talent and skills management enables the Group to maintain a high level of expertise and anticipate future needs while making Plastic Omnium an employer of choice. This involves:
After having published its purpose and to increase its talent appeal, the Group is continuing its work on the employer brand by involving numerous teams such as the Human Resources, Sustainability and Communication departments and the various activities.
3,512 job/internship offers were published in 2023 (compared to 1,410 in 2022), with an average of 5,800 applications received each month (compared to 3,900 applications per month in 2022).
Within an international Group, it is particularly important to take into account the risk of business ethics and tax evasion. This risk can cover several topics such as fraud, corruption, conflicts of interest, insider trading or anticompetitive practices. It may concern isolated acts that do not comply with the regulations in force or the Company’s internal policies and procedures, which could then see the Company exposed to financial sanctions by the authorities and its image tarnished.
The Group has also set up several committees dedicated to compliance: an ad hoc Committee dedicated to handling alerts, an Internal Control and Compliance Committee and a Supplier Compliance Committee.
The Chief Compliance Officer reports to the Group’s Board of Directors and is assisted centrally by:
Due to its presence in 28 countries, Plastic Omnium is subject to a significant number of often complex tax regulations, the structure and interpretation of which are likely to generate risks.
The Group has therefore defined a certain number of principles that govern its tax policy:
The Group publishes a list of its consolidated subsidiaries in this Universal Registration Document and provides the French tax authorities with a country-by-country tax report.
The Tax Policy is approved by the Senior Executives, on the proposal of the Group Tax Department, which is responsible for implementing it, in collaboration with the local Finance departments, under the supervision of the activities.
The performance indicator, the Ethics Awareness Index, was defined in 2019 as an ethical marker of the ACT FOR ALL program.
This index reports on employee training and adherence to ethics within the Group. In 2023, it was calculated as follows:
Thus, the ethics index for 2023 is 88%, the same as last year.
A cyber risk is defined as any threat of cyber origin that could lead to financial losses, business interruption or damage to a company’s reputation.
The digital transformation and digitization of the segments and activities result in an increase in the digitization of the processes and volume of data managed by the Company. This transformation, which has been accelerated in recent years by the implementation of the OMEGA transformation program, must be accompanied by appropriate security of systems and data in order to protect Plastic Omnium from all IT attacks.
Within the Digital & IT Department, the Cyber Defense Department manages and controls data protection and security for applications, systems and networks.
An Information Systems Security Policy formalizes the main principles, governance and rules that structure cyberdefense actions within the Group.
A charter for the use of communication resources and IT tools sets out the security rules for all employees.
The Group has also formalized its commitments in a Personal Data Protection Policy.
One of the major challenges of cybersecurity is to adapt to the changes made by the Group (acquisitions, transformation, growth, etc.) and to the increasingly numerous and sophisticated cyber threats. To this end, Plastic Omnium has drawn up a strategic cybersecurity plan to 2025. This plan addresses all topics related to cybersecurity and in particular data protection, securing the industrial perimeter, assessing the maturity of the cybersecurity of suppliers as well as the implementation of the principle of "zero trust", which ensures that access to the data of Plastic Omnium and its customers is secure. These changes are in line with the digitization of practices: secure access to information, increased use of the cloud or remote working.
Plastic Omnium is involved in various associations such as CLUSIF (French IT Security Club), CESIN (Club of IT Security and Digital Experts) and CIGREF (IT Club for French Groups and Companies). These clubs bring together major French companies, including carmakers, and share information (latest attacks, exchange of best practices, new technologies, etc.). The ANSSI (French National Cybersecurity Agency) is also an important source of information to monitor and guard against new and emerging threats.
The Group pays particular attention to the stakes around personal data protection. In Europe, this protection of personal data, subject to the General Data Protection Regulation (GDPR), relies on a dedicated organization: two internal Data Protection Officers (DPOs) steer GDPR compliance with the support of a network of correspondents in each country. This organization enables data protection principles to be incorporated into the management of new projects from the design phase (Privacy by design).
The development of the cybersecurity culture is a major challenge in preventing this risk. In order to train all its employees in cybersecurity, Plastic Omnium set up a new e-learning module in 2023, available in 17 languages, which makes users aware of the main cyber risks and reminds them of best practices to be respected. In addition, campaigns are regularly conducted to raise awareness of the risk of phishing (a fraudulent technique intended to deceive Internet users into communicating personal and/or banking data by pretending to be a trusted third party): an exercise simulating a phishing attack was carried out Group-wide in 2023.
In order to detect and remedy cybersecurity incidents, Plastic Omnium has a monitoring system that keeps pace with changes to threats and the scope to be protected to reduce risks and minimize potential damage.
As part of a continuous improvement approach, an internal system to assess the level of maturity of industrial sites is implemented. External audits are also carried out: in 2023, 16 sites were certified or had their certifications renewed with TISAX – Trusted Information Security Assessment Exchange – the standard used in the automotive industry.
Guaranteeing a quality product is a key issue for the Group, and is reflected in the attention paid to all stages of the product life cycle: design, manufacturing, usage and end-of-life.
Plastic Omnium products are safety components subject to many standards and strict requirements to deliver complete satisfaction to direct customers and end-users. A quality or safety problem could have serious human or financial consequences and would permanently damage the Group’s reputation.
Product safety and quality are included in Plastic Omnium’s Code of Conduct and stated as a priority for all employees. The rules of conduct provide for ensuring both product compliance and health, safety and quality standard at every stage of manufacturing, from design to distribution. No production is authorized without the validation of the control systems by the quality teams. This is integrated into all of the Group’s projects.
Operational excellence and innovation are not only the pillars of the Group’s strategy, they are also fundamental values that guarantee the maintenance and development of the quality of Plastic Omnium’s products and services.
Innovation has also been part of Plastic Omnium’s DNA since its creation. It makes it possible to offer ever more efficient solutions and products, meeting the requirements of sustainable mobility and customer expectations: safety, lightness, aerodynamics, recyclability, new energies.
Plastic Omnium’s operational excellence is recognized by all its customers around the world. The same execution and quality requirements are applied at all its production sites in order to meet customer satisfaction throughout the production value chain. These values are carried on a daily basis by employees and contribute to the Group’s success. Operational excellence and Innovation are also presented as fundamental values underlining the demand for quality at all levels:
Driven by the Quality Department of each activity with its own policies and resources, quality is embedded in several areas to ensure compliance throughout the product life cycle:
Plastic Omnium is particularly attentive to the protection of its inventions. Patent applications are filed covering the technical scope of the invention, focusing on the key features of the technical solution and also the design alternatives identified, to block their access to competitors and reduce the possibilities of circumventing the patent.
The Group uses collaborative tools to file a patent:
Monthly meetings are organized in the various Research and Development divisions to monitor new patent applications. During these meetings, documentary research, patent filings and analyzes of securities belonging to third parties are discussed. A consulting firm supports the divisions with patent filings. The initial patent applications are first filed with the INPI (Institut national de la propriété industrielle) in France or the European Patent Office and are then extended to other countries. Thanks to the selectivity made at the time of priority filings, a very large number of these first requests have a first search report which is analyzed positively and are the subject of an extension to cover other territories.
Operational quality represents the resources and methods used by Plastic Omnium to ensure control of all its quality processes and the quality of its products.
Building and promoting a culture of quality in the activities is essential to ensure operational quality. The success of a quality program depends first and foremost on a robust organization, mastery of key information, strategic skills and driving leadership.
Strict rules are established and presented during quality training on the management of defective or suspicious parts, inspections, measurements, error detection or process control.
As part of the OMEGA project, Intelligent Exterior Systems improved standardization in the activities by mapping the operational requirements of the various functions. An internal roadmap provides for the communication of new operational standards in order of priority, over a total period of three years. The objective is to improve industrial performance and standardize methods across all production sites.
Intelligent Exterior Systems also has a training library of around 80 modules. These training courses cover all quality needs and requirements: customer requirements, processes, risk analyses and mindset.
The quality approach of the Clean Energy Systems teams focused in particular on the operational quality culture and non-compliance, with the aim of reducing the costs of quality failings by 2026. This year, the Division implemented an approach to strengthen the Quality Mindset so that all production site employees (operators and managers) can appropriate the Group’s quality culture.
Modules has mandatory online training for everyone and on-site training in plants. Due to the diversity in types of plants, training is carried out according to the risks and on-the-ground observations reported by the site quality managers.
Project quality covers all the processes put in place by Plastic Omnium to ensure the development of products that meet customer requirements and specifications.
All products are assessed from an end-user security risk point of view right from the design phase. Projects are tested with a mechanical risk method. Customer Specific Requirements (CSR) are incorporated into the quality processes.
Within the Intelligent Exterior Systems laboratories, two of which are ISO 17025 certified (the certification for testing and calibration laboratories), the teams carry out digital and physical tests using climatic chambers and vibrating bridges or by performing pedestrian crash tests. The teams also began a feasibility study for an innovative system to detect defects during the manufacturing stages.
Within Clean Energy Systems, quality tests are organized at Research & Development sites. Complete product traceability (traceability of the components, identification of the delivery) is systematically recorded and saved. It is effective on an ongoing basis.
In addition to the Quality Mindset program for the plants, the CES Division has implemented the Quality POwered approach in the technical centers. Intended for project teams, these modules provide training on how to take quality into account at source, at the heart of projects and products designed.
Quality requirements also cover the needs and specifications of customers. A reaction plan is set up in the event of customer complaints: transmission of information within the plant, processing, immediate disposal of parts, analysis of inventories and parts in transit. The quality teams monitor incidents in the field in the customer portals on a continuous basis.
The expectations and specificities of Modules' customers tend to change, which leads teams to analyze and sometimes break down existing processes in the plants in order, for example, to reduce energy consumption during manufacturing.
Within Intelligent Exterior Systems, the Quality Department works together with the Innovation Department on risk analyses related to future customer expectations. As such, changes are under way, in particular on the integration of ADAS (Advanced Driver Assistance Systems) functions for autonomous vehicles or 4D Imaging Radar.
System quality covers the quality management systems implemented within the Group. The Integrated Management System (IMS) makes it possible to manage several quality systems by integrating the objectives of each one into an overall performance strategy.
The objective of the IMS is to achieve operational excellence at the global level by covering all processes to develop a strong quality culture throughout the organization, and to promote it to suppliers, customers and partners. It also strengthens the quality spirit with its six quality principles based on non-compliance management, work quality standards, customer requirements, work environment, problem-solving and continuous improvement.
The Group and most recently for the new divisions, in particular, has integrated the quality systems covering the requirements of ISO 14001 (Environmental Management System), ISO 45001 (Occupational Health and Safety Management System), ISO 50001 (Energy Management System) and IATF 16949 (Quality Management System specific to the automotive industry).
IES and CES have rolled out a new certification: TISAX. This external certification ensures the security of the Group’s data. A training module has been developed by the IES teams to provide the first keys to managing the data of any employee exchanging information with customers. 16 sites were certified in 2023: 5 in the IES division, 5 at CES and 6 at Lighting.
Modules also has its own IMS which includes in particular the IATF. The IMS is being rolled out to all of its sites. Modules wants to adapt its performance to the Group’s stakes and prioritize the reduction of greenhouse gas emissions and costs in its overall performance.
The digitization of quality systems also makes it possible to improve data management and the quality of reporting.
To deploy the quality approach with suppliers, the teams have a mirror organization of the Purchasing Department. Each business unit has an activity dedicated to the selection and management of suppliers and a development activity. The relationship with suppliers revolves around the qualification of the components and parts assembled into the finished products. Benchmarking of internal suppliers includes the robustness of the quality management system: ISO 9001 or IATF 16949 certification is required, followed by an on-site audit. Finally, throughout the partnership, materials and components are regularly checked upon receipt or during the manufacturing process. In each country, a team of experts ensures the quality of the most common products such as resins, paint, glue, chrome, tooling, etc.
Since June 2021, Plastic Omnium has deployed TEMPO, a collaborative digital purchasing tool, a step forward for the Group in the way it interacts with its suppliers. It includes several modules for performing various tasks (data management, calls for tenders, appointments, etc.).
The quality approach is reflected in the certification of all sites according to the IATF 16949 standard (Quality Management System), in the performance of internal product/process audits and in the follow-up of remarks made by teams dedicated to compliance with quality protocols.
Internal audits are mandatory. Non-compliance and recommendations systematically trigger an action plan submitted for validation by the auditors. Executive Committees in the plants also steer an audit approach to verify standards, carried out at the managerial level and commonly known as LPAs (Layered Process Audits).
The proportion of certified sites was 95% (73 sites out of 77 eligible sites). For Intelligent Exterior Systems, 37 out of 38 eligible sites are certified, as well as 36 sites out of 39 eligible sites for Clean Energy Systems. The scope does not cover the Modules, Lighting or New Energies divisions.
Due to its international reach and multiple locations, Plastic Omnium is particularly vigilant about the consequences that the activities and behavior of its suppliers could have. A breach by one of these stakeholders of laws and regulations relating to the environment, human rights or business ethics may affect the Group’s operating activities, economic performance or reputation and harm the company.
The relationships that the Group, through its various activities, builds and maintains with its suppliers are part of the Responsible entrepreneurship pillar of its ACT FOR ALL™ Sustainability program.
This commitment fully meets the principles of responsibility to which Plastic Omnium refers by adhering to:
Plastic Omnium also contributes to the achievement of certain United Nations Sustainable Development Goals (see page 264).
Plastic Omnium is developing a responsible approach to its purchases of goods and services. Setting up a responsible supply chain requires knowing your suppliers and identifying the risks involved in order to better control them. To this end, the Group endeavors to assess the compliance of its suppliers with its Sustainability requirements via its Know Your Suppliers program, which includes:
To assess and support its suppliers in the development of their Sustainability approach, Plastic Omnium has implemented the Know Your Suppliers approach.
This approach is based on a prerequisite: signature of the Suppliers' Charter.
It then includes the general assessment of a panel of suppliers covering 95% of the Group’s expenditure, using a risk assessment platform.
Lastly, more in-depth assessments of a population of suppliers defined according to specific criteria are carried out in partnership with ECOVADIS, a specialist in CSR assessments.
All information related to suppliers is accessible to all of the Group’s buyers.
The Supplier Compliance Committee is made up of the Purchasing Performance, Compliance, Human Resources and Sustainability, Internal Control and Risk departments. It ensures the relevance of the procedures and processes in force, validates the assessment criteria and defines the roadmap for Sustainable Purchasing. Lastly, it endorses remediation solutions for suppliers presenting high risks.
In 2022, a supplier risk assessment platform was set up. Suppliers are assessed and categorized according to their risk profile: low (green), medium (orange) or high (red). This assessment takes into account their country of operation, their business sectors, and any sanctions and controversies to which they may have been subject. It also takes into account the profile of the main members of their governance bodies (Executive Committee, Board of Directors or shareholding structure).
Suppliers presenting a low risk (green) are not subject to any due diligence but are regularly monitored. Suppliers presenting an average risk (orange) are required to actively engage in an assessment process in order to improve their performance. In the absence of supplier-specific initiatives, they are asked to complete the ECOVADIS questionnaire. This questionnaire assesses the performance of companies in the areas of environment, human rights and ethics on the basis of documented arguments. Lastly, suppliers presenting a high risk (red) must be the subject of an immediate action plan and remediation; failing this, they cannot be consulted for calls for tenders.
In addition, as part of the carbon neutrality roadmap established by the Group, the Divisions' Purchasing Departments and the Group Indirect Purchasing Department work together with the Sustainability Department to engage suppliers in initiatives to reduce their carbon footprint. Together, they organize activities aimed at developing structured collaboration to encourage them to reduce their greenhouse gas emissions.
In total, nearly 5,100 suppliers, representing 95% of purchasing expenditure, were assessed using the Know Your Suppliers risk assessment program in 2023.
This program makes it possible to assess a very significant number of suppliers on the basis of data from the information aggregators Dun & Bradstreet and Dow Jones.
The Supplier Compliance Committee met three times in 2023. During these meetings, governance issues, procedures, supplier scores and audits were reviewed. During this Committee meeting, 37 suppliers were the subject of specific deliberations (none of them were excluded from the panel of suppliers).
On January 1, 2021, a new legislation came into force in the European Union: the Conflict Minerals Regulation. Plastic Omnium is committed to promoting the ethical sourcing of all components used in the manufacture of its products. Only a very small quantity of minerals may come from war zones. They are identified and follow a specific monitoring procedure to ensure that they do not come from companies carrying out activities contrary to ethics and Human Rights.
Policy
The “conflict minerals” policy, implemented within Plastic Omnium, aims to facilitate the traceability of sources of conflict minerals used in the manufacture of products and thus avoid the supply of these minerals from countries in conflict (e.g. "concerned countries").
The so‑called 3TG products targeted by this policy are as follows:
These minerals are present, for example, in the coatings of metal components, certain paint pigments, electronic components and in painted or chromed plastic parts.
Reporting
The reporting, described in the Purchasing procedures, is based on the Conflict Minerals Reporting Template (CMRT) developed by the RMI
(Responsible Minerals Initiative). This form makes it possible to verify that the foundries and refiners declared by the suppliers belong to the list of foundries listed by the RMI.
The number of suppliers concerned by the CMRT declaration in 2023 by division is as follows:
CMRT Report | Intelligent Exterior Systems | Lighting | Clean Energy Systems | New Energies |
---|---|---|---|---|
Number of suppliers affected by division | 107 | 192 | 77 | 19 |
Roles and responsibilities
The Purchasing Department ensures that the required suppliers produce the information requested, forward it to the conflict minerals managers and
take appropriate actions, where necessary.
The conflict minerals manager is responsible for the following tasks:
Respect for Human Rights is a prerequisite to any action at Plastic Omnium. Through its presence in 28 countries, the Group operates directly or indirectly with a large public. As an employer, it is responsible for ensuring that employees’ rights are respected. The Group also ensures that Human Rights are respected throughout its value chain: in its contractual and partnership relationships with its suppliers, subcontractors and within its subsidiaries. The Group Ethics Manager is responsible for defining and implementing Group regulations and policies within the operating divisions.
A Human Rights policy, available on the Group’s website in the Sustainability section, includes the following elements:
Plastic Omnium also supports the highest Human Rights standards in conducting its operations by belonging to globally recognized organizations and initiatives:
Contributing to the Sustainable Development Goals is a real challenge for individuals, companies and organizations around the world. The SDGs are a set of global goals adopted by the United Nations in 2015 to address some of the planet’s most pressing challenges, including poverty, inequality, climate change, health and education.
Plastic Omnium actions or activities contribute to meeting the United Nations Sustainable Development Goals.
The Group promotes Sustainability and Human Rights wherever it operates by carrying out concrete initiatives involving its employees to support local populations.
To promote collective action at its sites around the world, the Group has implemented two ACT FOR ALL™ markers:
The sites are thus encouraged by the Group to develop initiatives promoting health, beyond the occupational health aspect. The themes are left to the discretion of the sites according to their needs. The actions carried out this year included awareness-raising campaigns on sports, relaxation therapy and healthy nutrition. Other projects involved donations of basic necessities (school supplies, clothing, food, etc.), waste collection and cleaning up areas, and the planting of trees and species that encourage the production of honey, to promote biodiversity.
In 2023, following the earthquakes recorded in Turkey and Morocco, Plastic Omnium launched employee fundraising campaigns. In Turkey, the Group chose the Darüşşafaka Society association, which is committed to providing quality education to children who lost their parents, particularly during the earthquake.
For Morocco, the Group chose the Fondation du Maroc to collect and distribute funds to provide immediate assistance to families in need.
Plastic Omnium doubled the amount of donations made by employees, supplementing these efforts with parallel actions such as the collection of food and basic necessities.
In total, 85% of sites conducted at least one annual health campaign and 84% of sites proposed at least one annual action in favor of local communities.
The most important environmental challenges for Plastic Omnium are closely linked to the fight against climate change and adaptation to the consequences of this phenomenon. These challenges concern not only the Group’s activities, but also the entire supply chain, from suppliers to the use of products and their end-of-life management.
The overexploitation of resources, whether renewable or non-renewable natural resources, exacerbates environmental and economic pressures. Consequently, designing products with a reduced environmental impact, promoting more sustainable use of resources and participating in the development of a new generation of less carbon-intensive mobility are major priorities for the Group, both from a Sustainability point of view and that of innovation and Research and Development.
The preservation of biodiversity is also a key environmental challenge for the Group.
Climate change results from the massive increase in greenhouse gas emissions into the atmosphere, largely attributable to human activities. Today, the transport sector played a major role in this issue, contributing nearly a quarter of emissions worldwide, three quarters of which came from road transport, whether passenger or goods transport.
The Paris Agreements established a global framework setting the target of limiting global warming to less than 2° C compared to pre-industrial levels, while seeking to keep it below 1.5° C. Plastic Omnium recognizes the urgency and importance of climate-related challenges and is actively committed to contributing to the achievement of the objectives of the Paris Agreements. Thus, the Group is implementing concrete measures to mitigate climate change.
Data from the International Energy Agency, 2022.
Investing proactively to reduce greenhouse gas emissions along its entire value chain represents a major opportunity for Plastic Omnium, which strengthens its leadership and is part of its commitment to sustainable mobility.
This initiative, which strengthens the Company’s sustainability and competitiveness, also meets the expectations of its stakeholders:
For many years, Plastic Omnium has taken climate risk into account in its business model. The Group has made the reduction of energy consumption and greenhouse gas emissions a central component of its strategy. Numerous innovations to reduce the weight of vehicles, improve aerodynamics, diesel vehicle emission reduction systems, eco-design and the use of recycled materials testify to the expertise that the Group has developed in this area.
Since 2015, the Company has also invested in hydrogen-related solutions and battery modules. Plastic Omnium offers products and functionalities to support the energy transition. These innovative initiatives have enabled the Group to grow and establish itself as a recognized player in the field of low-carbon mobility.
Finally, the ACT FOR ALLTM program sets out the Group’s ambition in terms of Sustainability. It mobilizes the commitment of its employees and stakeholders on subjects such as Human Rights, ethics and the climate.
In 2021, the Group announced ambitious targets to significantly reduce CO2 emissions, both direct and those generated by its value chain. This commitment demonstrates Plastic Omnium’s desire to establish itself as a benchmark in the automotive industry by achieving:
These objectives, validated by the Science Based Targets initiative (SBTi), are aligned with the “Business Ambition for 1.5°C”. They are in line with the expectations of the industry and all its stakeholders to drive sustainable mobility.
This year, the scope of consolidation of the Group’s carbon footprint takes into account the five divisions, which was not the case in 2022: the Lighting Division is now an integral part of the Group and therefore appears in the calculation of carbon emissions for 2023. As a reminder, the emissions for 2022 did not include the Lighting perimeter acquired during the year. For the sake of coherence and comparability, the emissions from this division will be excluded from certain comparative analyses between 2023 and 2022. The year 2019, as the reference year, was reevaluated in 2023 to allow for future monitoring of performance across all Group activities.
REDUCE
As an element that impacts both competitiveness and the carbon footprint, energy performance is a central concern for the teams who work on managing and optimizing the energy consumption of products and processes on a daily basis. Set up in 2006, the Top Planet program identifies and spreads best practices for reducing energy consumption in the Group.
Convinced that the best energy is energy that is not consumed, Plastic Omnium has also intensified its efforts in close collaboration with Schneider Electric as part of an energy efficiency plan that involves three steps:
This plan aims to reduce energy consumption (electricity and gas) at historical activity sites by 12%. It represents an investment of around €40 million by 2025.
For acquisitions made in 2022, the objectives are set to 2027.
At the same time, a digital monitoring project contributes to more efficient energy management, substantial savings and the achievement of reduction plan objectives. These measurement actions make it possible to:
In 2023, four sites' energy performance were audited (three for the IES Division, one for CES) and 52 sites were equipped with the energy consumption monitoring solution.
The incorporation of ISO 50001 certification also plays a crucial role in the implementation of the carbon neutrality roadmap. The first step in this certification is to carry out an energy audit to identify areas where improvements are necessary. The implementation of this energy management system is proving to be an effective tool that encourages sites to develop specific organization and management for energy, going beyond the requirements of the ISO 14001 standard, which focuses on the environment in general. In the IES and CES divisions, between 30 and 45 best practices in terms of energy savings have been introduced.
While the turnover of the historical perimeter (excluding Lighting) grows by 13.4% between 2022 and 2023, the energy efficiency ratio (kWh consumed per kg of material transformed) improves by 2.29%, allowing the Group to maintain a stable level of energy consumption (gas and electricity) at 1.13 TWh. This performance is the result of various multi-year and cross-cutting actions deployed within the Group. During this period, scope 1 and 2 CO2 emissions from the historical perimeter increased by 6.8% to 386 ktCO2 eq. This decoupling is explained by the increase in electricity emission factors in countries where the Group has high consumption (France, Germany, Poland, Mexico, etc.). However, these emissions remain significantly lower than the 2019 level, the reference year for footprint reduction commitments.
The integration of emissions from acquired activities brings the Group to total scopes 1 and 2 emissions of 477 kt CO2-eq for 2023.
| 2021 | 2022 | 2023 |
---|---|---|---|
Scope 1 | 78,510 | 77,440 | 80,625 |
Scope 2 market-based | 314,844 | 308,650 | 396,505 |
Scope 1 & 2 market-based | 393,354 | 386,090 | 477,130 |
REPLACE
The second pillar of the commitment to reducing the carbon footprint involves the transition to a more environmentally friendly source of electricity. The aim is to cover 100% of needs with renewable energy by 2025 through implementation of the following multiple and complementary actions:
COMPENSATE
To offset certain operating emissions, in particular those related to the consumption of gas in processes such as paint lines, which cannot be completely eliminated by the first two short-term measures, Plastic Omnium is carefully studying avoidance projects or CO2 sequestration. Such carbon credit projects would only be definitively validated after confirmation of their robustness, reliability and the additional benefits they can offer, whether in terms of social, societal or environmental benefits.
COLLABORATE AND INNOVATE
In the commitment to reduce scope 3 emissions, the priority is to minimize the emissions associated with the Group’s purchases and the products that are sold.
In 2023, the Group achieved several significant milestones, including:
To this end, a strategic partnership was signed with a major Group supplier (for further information, see the “Risk related to eco-design and recyclability” section). As an expert in the design and transformation of plastics, Plastic Omnium is recognized for its operational excellence and its pioneering role in the integration of recycled materials, in particular in the manufacture of exterior parts, and thus has the benefit of significant expertise. Aware of the challenges ahead, the Company is firmly committed to persevering in its efforts and using its highly qualified resources to ensure the success of these projects. In 2023, Plastic Omnium materialized its commitment to placing the circular economy at the heart of its development by launching a strategic cross-functional and multi-divisional program dedicated to recycling, with the aim of meeting the three-fold challenges associated with costs, processing of materials and supply of waste.
In order to set up a responsible value chain committed to reducing CO2 emissions, suppliers are asked about their decarbonization commitments and policy; the carbon footprint of products is presented as a differentiating assessment criterion. Various actions are carried out in close collaboration with Plastic Omnium’s suppliers, as part of a relationship between partners. The gradual integration of suppliers into this approach is dependent on their level of maturity and the impact of their activities on Plastic Omnium’s carbon footprint.
Since 2021, the Group took the first step by developing a value chain engagement strategy and launching a communication campaign. This campaign began with a webcast that brought together more than 500 suppliers virtually.
In 2022, the teams sent questionnaires to a representative panel of suppliers, which made it possible to carry out an initial analysis of the level of maturity with regard to environmental aspects and Sustainability. Life cycle analyses were also carried out to identify suppliers whose products contribute significantly to carbon emissions. By cross-referencing this information, the Group is able to put in place a plan and procedures for engaging with suppliers, adapted to each category.
In 2023, the commitment to improving sustainability was strengthened with the holding of specific training sessions for suppliers. These training sessions covered in detail the crucial topics of renewable energy sourcing and the challenges of decarbonization. Over 700 participants, representing a variety of suppliers, actively participated in them. These sessions made it possible to raise awareness among partners of the importance of reducing their carbon footprint and to equip them to take concrete measures in this direction.
In addition, the Group has also set up the ECOVADIS Carbon module, an environmental, social and ethical assessment and rating platform for companies. This initiative aims to assess and improve the environmental performance of suppliers, while encouraging them to adopt sustainable practices.
At the same time, carbon emission measurement tools have been developed, including in particular a dedicated dashboard, which makes it possible to monitor the environmental impact of suppliers. These tools help to assess progress and identify areas where improvements are needed, thus strengthening partnerships with suppliers in reducing the overall carbon footprint.
In 2022, Plastic Omnium carried out strategic acquisitions by adding new divisions specializing in lighting and battery activities to its portfolio. The Group has been particularly active in integrating these acquisitions and has taken significant measures to align them with its climate commitments. In 2023, the Group was able to share best practices related to emission reduction across the divisions. The objectives of improving energy performance and transitioning to more sustainable energy sources are now common to all divisions.
Among purchases, two specific categories were identified as being of particular interest, because they represent a significant share of emissions: materials, components and accessories, transportation.
Materials, components and accessories
Convinced for many years of the benefits of developing a circular economy and preserving resources, Plastic Omnium has been a pioneer in the use of recycled plastics. Today, the process is continuing and accelerating with various partners, suppliers and customers. Plastic Omnium launched the Sustainable Materials project in 2023. The main challenge of this initiative is to secure the supply of recycled materials to meet the needs of each division in terms of quality, quantity and deadlines required by manufacturers and in accordance with the regulations in force. A team dedicated to Sustainable Materials has been created to identify the various players in the recycling sector ecosystems, as well as the technologies and the supply chain best suited to meeting the Group’s future needs.
Work has also been started with certain suppliers of chemicals and materials to develop bio-sourced raw materials. The roadmap is being rolled out and is rooted in collaborative projects with the aim of:
- sharing with suppliers the urgent need to rethink design and sourcing;
- disseminating best practices;
- intensifying the use of product life cycle analysis to make the right choices from the design stage and refining the calculations;
- considering the end of life of parts to simplify dismantling and recycling.
Transportation
Although transport only accounts for 5% of total Scope 3 downstream emissions, as part of its commitments to carbon neutrality and sustainable mobility, Plastic Omnium has taken significant measures to reduce the impact of this symbolic share of its activity. The Group’s ambitious strategy aims for a 30% reduction in CO2 emissions by 2030, illustrating its firm commitment to climate risk mitigation.
On a daily basis, the teams strive to make the Group’s Sustainability vision operational and concrete. A dedicated CO2 Committee, bringing together members from different divisions, meets monthly to ensure effective governance of emissions reduction initiatives. Plastic Omnium has also focused on training and raising awareness of its teams through regular workshops, reinforcing the sustainability culture within its organization.
The decision to adopt a standardized measurement system for reporting CO2 emissions was a key milestone, enabling relevant data collection and analysis. This active approach has made it possible to identify and activate optimization levers. In terms of operational initiatives, Plastic Omnium has reduced its total mileage through the adoption of the Milk Run strategy and the optimization of packaging methods, thus increasing the density of loads in its trucks, particularly the Jumbo Duo and Duo Trailers.
Furthermore, the transition to low-carbon transport has been marked by the integration of trucks running on biogas (bio-CNG) for some of the flows. The Group has also launched an in-depth study on the adoption of electric trucks, highlighting a desire to remain at the forefront of sustainable mobility solutions.
Finally, the inclusion of an environmental section in the specifications shows a structural and ongoing commitment to environmentally friendly transport practices. These actions, although representing a relatively small share of the Group’s overall carbon footprint, demonstrate a responsibility as a key player in sustainable mobility.
Plastic Omnium’s growing expectations in terms of reducing environmental impacts in general and reducing the carbon footprint of products and services purchased are gradually being shared with suppliers. Targets, key performance indicators and monitoring tools will follow. The supplier selection criteria will also be reviewed with the Purchasing Department in order to include a carbon component (in addition to financial, solvency and ethics criteria, etc.).
Sustainability Ambassadors
In order to meet the growing demand from employees for commitment and actions in terms of the environment and climate, a network of Sustainability Ambassadors has been created. Launched in April 2021, this network now has more than 200 committed volunteer employees. It meets monthly to promote local sustainability initiatives relating to carbon neutrality, eco-design, the circular economy, ergonomics, safety, ethics, sustainable purchasing and support for local communities, among others.
Each Sustainability Ambassador has the opportunity to launch an initiative on their site, to encourage other Sustainability Ambassadors to join the project, contribute to the communication and promotion of the initiative, and then share best practices at monthly meetings.
Several sites have carried out initiatives to preserve the environment, including collecting waste in forests and around several plants, planting flowers and trees and introducing sheep to help maintain green spaces, as well as providing shelters to encourage the presence of birds and insects. These initiatives put in place by employees contribute to the preservation and enhancement of biological diversity.
Moreover, thanks to the commitment of the Ambassadors, the rollout of the Climate Fresco continues within the Group, with workshops organized in France, Spain, Germany, the United Kingdom and the Czech Republic. In 2023, other initiatives were also carried out, such as activities in favor of biodiversity or the creation of an eco-guide. Designed to guide employees towards actions to preserve the environment, this document provides recommendations in terms of habits and daily actions, both at home and at work.
The "6 Environmental Basics"
Plastic Omnium has launched the “6 Environmental Basics”. These are actions to be implemented on a daily basis, both individually and collectively, to act in favor of environmental protection. The themes are as follows:
The TCFD (Task Force on Climate-related Financial Disclosures) is a working group appointed by the Financial Security Board (FSB) in December 2015.
Chaired by Michael Bloomberg, it is composed of 32 members from the financial and non-financial sectors (asset managers, pension funds, private groups, audit and consulting firms, rating agencies).
The objective of this working group is to propose recommendations on how to report and publish the risks and opportunities related to climate change in order to increase the transparency relationship between companies and investors. These recommendations have been designed to help companies provide the information needed by investors, lenders and underwriters to properly assess and price climate-related risks and opportunities. Nearly 3,500 organizations around the world have declared their support for the TCFD.
To show how Plastic Omnium aligns its climate strategy with the TCDF recommendations, a cross-reference table is available in section 4.6 “Other non-financial indicators”. This cross-reference table also refers to the Group’s response to the CDP Climate Change questionnaire, which provides detailed information to the public about compliance with the TCFD recommendations.
In 2006, Plastic Omnium implemented the Top Planet program to reduce its operations-related CO2 emissions. The Group’s commitment to Top Planet is based on the implementation of this program on the sites in order to continuously improve their energy performance, in accordance with the regulations in force.
The Top Planet program aims to reduce the Group’s environmental impact by managing its consumption, energy and waste. This program is composed of different pillars:
All Plastic Omnium sites around the world are involved in the Top Planet program (plants, offices, research and innovation centers, etc.). The Top Planet score, out of 100, makes it possible to assess their energy and environmental performance.
Climate scenarios and risk analysis
All companies must rethink their core business to avoid risks and seize the opportunities that emerge from two families of climate change risks:
Plastic Omnium carried out a scenario analysis to assess the transition risks and opportunities, in order to confirm the resilience of its business model in an uncertain future, and to identify the levers for action. This approach follows the recommendations of the TCFD (see dedicated box).
To explore how Plastic Omnium’s activities could evolve in a low-carbon world, they were included in contrasting forward-looking scenarios based mainly on different levers such as:
All the scenarios studied respect a carbon budget below 2°C (Well-Below 2°C scenario of the International Energy Agency (IEA), similar to the SSP1-2.6 scenario of the last IPCC report). As emissions are mainly related to energy, it is possible to quantify the physical economic flows (production, consumption, logistics, etc.) and to ascertain the corresponding final demand in Plastic Omnium’s main markets.
Of course, there are many economic, political and social pathways to achieving such a low-carbon system for organizing human activities. This forward-looking analysis therefore aims to identify key trends, in order to support the strategic orientations of companies. It is by no means a precise forecast, but a possible future.
As the outcome of the scenario analysis has an impact on Plastic Omnium’s strategy, it is not possible to disclose it publicly without putting the competitive advantage at risk, however, thanks to this work, the stakes of the low-carbon transition are now fully integrated into the Company’s strategic thinking.
The IRIS initiative
Since 2022, the Group has been involved in a collaborative forward-looking strategy initiative called the IF Initiative, which brings together some 20 large companies and organizations from various sectors, as well as research institutions (UGA, Cirad, EM Lyon, Univ. De Paris, Strate School of Design).
Coordinated by Carbone 4, the work of the IF Initiative aims to build tools and methods specifically for companies, enabling their users to:
The methodological approach adopted is unique in that it is based on a physical representation of economic activities and environmental challenges. A research chair entitled “Strategies in Anthropocene” was also founded by Carbone 4 and EM Lyon as part of this work, in order to explore its potential for use.
All the results will be freely accessible (open source) to ensure their widespread distribution and use. The results of the first stage of work are expected in the third quarter of 2024 and all work will be completed by the end of 2025.
A founding member of the Initiative, Plastic Omnium actively contributes to the work, alongside representatives of the other participating companies and a group of experts.
In 2023, the Group’s total emissions amounted to 33.4 Mt CO2-eq.
Since 2017, Plastic Omnium calculates its CO2 emissions related to its activities annually according to the benchmark Greenhouse Gas (GHG) Protocol standard. This standard defines three “scopes” of emissions. The assessment is prepared on an overall scope corresponding to that of the Group’s financial consolidation (IFRS).
In 2023, the acquisitions made by the Group in 2022 are included in the carbon neutrality roadmap and in the reporting. Over the year, the Group’s total emissions (IFRS scope) amounted to 33.4 Mt CO2-eq.
In the historical scope (excluding Lighting), the carbon footprint amounted to 29.9 million metric tons of CO2-eq, down 1.3% compared to 2022 while the Group’s consolidated revenue rose by 13% at equivalent scope. This performance is explained by Plastic Omnium’s growth strategy in low-carbon mobility and strengthened positions in electrification, which enable the continued reduction in emissions in category 3.11 (use of products sold), the main contributor with 86% of emissions.
Scope 3 upstream CO2 emissions, however, increased by 19.3%. This increase is due to three factors:
It is also important to recall the solid performance on scopes 1 and 2. The priority given to reducing energy consumption with a structured internal program, as well as the energy sobriety awareness campaign, have made it possible to improve energy efficiency and maintain stable consumption in a context of growth.
The Group strives to continuously improve calculation methodologies and tools. In 2023, the teams continued to improve the divisions' scope 3.1 calculation methodology by deploying simplified life cycle analyses. The emissions of scope 3.11, use of products sold, take into account the indirect emissions caused by the sale of products and include the carbon impact of the energy (fossil or electric) consumed by the different types of vehicles in which Plastic Omnium's products are integrated, allowing regional “well-to-wheel” emissions calculations.
For alignment with the GHG protocols, scope 3.2 emissions were calculated on the basis of investment purchases made during 2023. Previously, emissions were calculated on the basis of impairment reported by the Group. It should be noted that the 2022 calculation according to this new method results in total emissions of 252 kt CO2-eq, compared to 263 kt CO2-eq for 2022 (using the previous calculation method).
The 2019 reference year has been recalculated to enable relevant comparisons.
Scopes 1, 2 and 3-1 and 3-11 were verified with a moderate level of assurance by PwC, the Statutory Auditor, in charge of verifying this NFRD.
Item ID (GHG Protocol) in kt CO2-eq |
| 2019 emissions (excl. Lighting) | 2019 emissions (incl. Lighting) | 2021 emissions (excl. Lighting) | 2022 emissions (excl. Lighting) | 2023 emissions (excl. Lighting) | 2023 emissions (incl. Lighting) | 2023 vs. 2022 (excl. Lighting) | 2023 vs. 2019 (incl. Lighting) | |
---|---|---|---|---|---|---|---|---|---|---|
Scopes 1 & 2 |
| 481 | 531 | 393 | 362 | 386 | 477 | 6.6% | -10.1% | |
1 | Scope 1(1) |
| 89 | 98 | 79 | 75 | 73 | 81 | - 2.7% | -17.5% |
2 | Scope 2 market-based |
| 392 | 432 | 315 | 286 | 313 | 397 | 9.4% | -8.2% |
Scope 3 |
| 42,348 | 46,710 | 32,336 | 29,909 | 29,498 | 32,907 | -1.4% | - 30.0% | |
3-1 | Purchase of goods and services(2) |
| 2,060 | 2,272 | 2,482 | 2,012 | 2,448 | 3,321 | 21.7% | 46.2% |
3-2 | Capital goods |
| 158 | 174 | 249 | 262 | 320 | 356 | 22.2% | 104.2% |
3-3 | Emissions related to fuels and energy |
| 105 | 116 | 75 | 77 | 81 | 96 | 5.0% | -17.0% |
3-4 | Upstream freight |
| 129 | 142 | 102 | 123 | 132 | 156 | 7.3% | 9.5% |
3-5 | Generated waste |
| 98 | 109 | 71 | 69 | 62 | 70 | -10.5% | -35.4% |
3-6 | Business trips |
| 18 | 20 | 8 | 21 | 21 | 27 | 0.6% | 35.8% |
3-7 | Home-work travel |
| 35 | 38 | 32 | 34 | 35 | 43 | 3.2% | 12.8% |
3-8 | Assets under lease (upstream) |
|
|
|
|
|
|
|
|
|
3-9 | Downstream freight |
| 69 | 76 | 61 | 65 | 23 | 45 | -64.7% | -40.8% |
3-10 | Processing of sold products |
| 234 | 258 | 195 | 172 | 211 | 228 | 22.4% | -11.5% |
3-11 | Use of products sold |
| 38,890 | 42,896 | 28,600 | 26,630 | 25,623 | 28,004 | -3.8% | -34.7% |
3-12 | End of life of products sold |
| 460 | 507 | 380 | 370 | 459 | 478 | 24.1% | -5.8% |
3-13 | Assets under lease (downstream) |
|
|
|
|
|
|
|
|
|
3-14 | Franchises |
|
|
|
|
|
|
|
|
|
3-15 | Investments |
| 92 | 102 | 81 | 74 | 83 | 83 | 11.7% | -18.5% |
Total |
| 42,830 | 47,242 | 32,729 | 30,271 | 29,884 | 33,384 | -1.3% | - 29.3% | |
|
Energy sources considered: electricity, green electricity and gas
There are many consequences of climate change, both direct and indirect: extreme weather events, temperature disruption, rising water levels, scarcity of water resources. As an industrial Group, with a global geographic footprint, Plastic Omnium could be impacted by these consequences: interruption of supplies or production due to natural disasters or the scarcity of resources. Certain regions of the world where the Group operates are exposed to exceptional weather events that could slow down, interrupt certain activities or make them more expensive. However, this risk is strongly linked to the geographic location and does not unfold simultaneously on all sites. The impact would therefore be limited and other sites could take over if a site was unavailable.
However, this risk must be considered across the entire automotive sector value chain.
Plastic Omnium takes precautionary measures to avoid the local impacts of climate change.
The Group’s sites are subject to audits carried out by insurers that take into account the natural disaster dimension to assess their risks of exposure to natural phenomena that could cause damage to them. These audits are the subject of recommendations followed up, where necessary, by the implementation of action plans monitored monthly by the HSE teams.
84 site visits were carried out by the insurance company (property and casualty policy).
Developing a circular economy model is essential to meeting the growing stakes of mobility, while limiting the impact on the environment (management of raw materials, air quality, greenhouse gas emissions, etc.).
The issue is particularly important for Plastic Omnium, whose main activities are based on the transformation of plastics and composites into automotive parts. Depending on the part to be manufactured and the technical properties and desired esthetics, different types of materials are used. In order to reduce the environmental footprint of manufactured parts and limit the consumption of resources, the Group is developing a circular economy for its products.
This growing use of recycled materials raises new stakes for the Group: the supply of high quality, low cost and traceable recycled materials for the entire life of a vehicle.
The concept of eco-design is based on the availability of innovative techniques and materials, testing and validation and the ability of material suppliers to meet the manufacturing needs of new products. Developing an eco-designed system or module for a vehicle may take two to three years. It is therefore essential and strategic to anticipate market expectations.
From the design stage, and at every stage in the product life cycle, Plastic Omnium teams strive to limit the environmental impacts of products. By applying the eco-design principles and adopting an overall product vision, Plastic Omnium implements and tests solutions to reduce the consumption of raw materials and energy, and the impact of end-of-life products (through recyclability and energy recovery).
Life cycle analyses are becoming key tools for understanding these impacts, from their design (extraction of raw materials) to their end-of-life (management of used vehicles and parts) and thus contribute to a more circular economy.
The Group has acquired several GaBi software licenses since 2022 and is training employees from the Group's various activities to meet these demands. The aim of the complete LCA project is to improve efficiency and accuracy. This tool will make it possible to calculate the environmental impacts and adapt to regulatory changes and customer requirements.
In 2023, IES dedicated a specific team to carrying out comprehensive LCAs for its customers and internal projects. In total, around a hundred LCAs were carried out. In late 2023, the CES teams received a first request from a customer for an LCA on the production of a fuel system. The Lighting and Modules divisions are supported by the IES Division in the implementation of these processes.
In addition, a simplified LCA tool was developed by the Group in 2022 with the support of CETIM (Centre Technique des Industries Mécaniques) and Altermaker (eco-design and LCA software). The aim was to provide a personalized solution that can be quickly used by innovation project managers, who can measure the environmental impacts and incorporate these criteria into the overall decision-making process. At the end of 2023, this tool was replaced by the temporary use of a simpler database, still with the aim of making the teams autonomous in carrying out LCAs. This transition step will allow the teams to test other simplified calculation solutions in parallel, in particular the one proposed by the creators of the GaBi software.
A module allowing the integration of a virtual calculation of CO2 emissions is in the final stages of being added to Plastic Omnium’s costing software. Each stage of the product’s manufacture will be estimated in terms of costs and carbon impacts.
Intelligent Exterior Systems participates in the MCIPCI project (Innovative Materials and Design for Intelligent Body Panels) with the BPI (Banque pour l’Innovation). The objective of this project is to develop the bumpers of the future using an eco-design approach guaranteeing the best possible environmental performance. Since 2020, this is carried out with ARaymond (a specialist in the intelligent fixing of sensors and radars) and CETIM in order to use an eco-design approach for the “smart face” product, integrating numerous criteria: fewer materials, logistics optimization, product end-of-life, use of materials with a lower environmental impact, increase in recyclability and reparability, use of more ecological processes.
The project made it possible to develop several impact scenarios (logistical modification, cutting of parts, raw materials used, etc.) on a standard bumper thanks to the simplified life cycle analysis tool. Smart face 2, an innovative Plastic Omnium product, was analyzed using the best scenarios identified for this product in order to achieve, or even exceed, the results obtained for the standard bumper. The priority for Plastic Omnium is to develop scenarios to reduce the environmental footprint by 3% to 4% per year on mass market products. The results of this project will be publicly presented to the BPI in early 2024.
This year, a European regulation on the integration of recycled materials in vehicles by 2030 will be voted on. It plans to impose a threshold for manufacturers in terms of recycled materials used in vehicle designs. The European Commission is currently proposing a threshold of 25% recycled plastic (PCR - post consumer recycling)) to be integrated into any new vehicle from 2030. In addition, a quarter of this 25% should come from ELVs (end-of-life vehicles). Several other constraints must also be taken into consideration during the design phase, such as the ease of dismantling parts for better management of recycling channels, or the compatibility of materials, to ensure a high rate of recyclability.
The Group is already beginning to align itself with this new regulation by working in particular on recycled materials and on how to design products in a more sustainable way.
Plastic Omnium launched the Sustainable Materials project in 2023. The main challenge of this initiative is to secure the supply of recycled materials to meet the needs of each division in terms of quality, quantity and deadlines required by manufacturers and in accordance with the regulations in force. A team dedicated to Sustainable Materials has been created to identify the various players in the recycling sector ecosystems, as well as the technologies and the supply chain most suited to meeting the Group’s future needs.
The Group is actively working with its raw material suppliers to reduce its carbon footprint. The Intelligent Exterior Systems teams achieved a major milestone in the incorporation of recycled plastics into body panels by finalizing a demo plant containing 50% recycled plastics (including visible parts) without reducing the operational performance expected by customers. The mass-production development project was launched this year, with the goal being the mass production of a first bumper containing around 30% recycled content in 2024. The IES Division is exploring these same avenues of work on the reuse of end-of-life bumpers. The challenge is how to separate and recycle the various components of the product.
Plastic Omnium and its customers are anticipating these regulation as far as possible, and are increasingly integrating life cycle carbon assessments in project consultation phases and as part of an overall analysis of the life cycle of their products.
In its HDPE purchasing policy, Clean Energy Systems favors suppliers with the most ambitious plans to reduce the carbon content of their material, with very significant gains expected from 2027 (more than 40% compared to the European average). In addition, the activity is exploring new avenues, such as the use of hybrid compounds or the procurement of bio-sourced HDPE. The first fuel tanks in this material were manufactured in 2023.
CES is also studying the reuse of materials from end-of-life fuel tanks recovered in sorting centers. The teams are working on cleaning processes for these fuel-impregnated material streams in collaboration with suppliers such as INEOS and LyondellBasell. The feasibility of chemical recycling of fuel tanks was demonstrated by a study carried out in collaboration with Plastic Energy. This process makes it possible to produce HDPE with the same characteristics as virgin HDPE from fossil sources. For its part, the mechanical recycling of fuel tanks presents many challenges related to the impregnation of the fuel in the material. The CES teams are working on desorption solutions based on solvents or drying processes with the aim of being able to reincorporate the HDPE obtained in the blowing process. These procedures require a multi-criteria analysis: availability, cost, food competition, and technical compatibility. A vehicle fuel tank is a safety device that is required to meet stringent regulations and specifications. To date, the specifications of Plastic Omnium’s customers do not allow the use of recycled materials.
New Energies teams are exploring the potential of processes (solvolysis, thermopyrolysis) for recovering long and continuous carbon fibers from pressurized composite tanks. In this regard, in 2023, the first demonstrators were made by winding filament with 100% recycled fiber. At the same time, the recycling and recovery of carbon composite waste are being studied. The objective is to be able to define reprocessing methods at all stages of product life, from development to end-of-life. Lastly, discussions with carbon fiber suppliers are underway and targets for CO2 emission reductions are being defined to improve the carbon footprint of products.
Industrial activity generates waste that must be recycled. Environmental standards set out best practice to make sorting and recycling more efficient.
The Top Planet program, initiated in 2006, aims to reduce the environmental impacts of production in its plants. Internal production residues are reused in the manufacturing process where technically possible in order to reduce the amount of waste generated. This material, crushed and reintroduced into the process, represents 5% for Intelligent Exterior Systems and 55% for Clean Energy Systems. These actions are in addition to the European regulation imposing 25% recycled plastic.
Production waste (plastic parts that cannot be reinjected into production, packaging waste, etc.) undergo the appropriate process, respecting the hierarchy of treatment modes:
When possible and to promote circular economy, the sites resell their waste to reduce non-recoverable waste as much as possible. The resale of waste generated €9.4 million in 2023.
| 2021 | 2022 | 2023 |
---|---|---|---|
Plastic parts | 31,374 | 30,751 | 34,634 |
Common industrial waste | 13,266 | 13,984 | 13,167 |
Metals | 9,821 | 8,510 | 5,179 |
Cardboard | 8,150 | 9,110 | 11,261 |
Wood | 6,992 | 6,861 | 7,214 |
Paint sludge | 4,344 | 4,521 | 5,308 |
Solvents | 3,547 | 3,776 | 4,091 |
Oils | 1,451 | 1,620 | 1,602 |
Plastic packaging | 1,106 | 1,598 | 2,142 |
Glass | 2 | 5 | 10 |
Batteries | - | - | 11 |
Plant-based | - | - | 213 |
Other waste | 7,960 | 3,600 | 5,385 |
Total Waste | 88,014 | 84,336 | 90,215 |
| 2021 | 2022 | 2023 | |||
---|---|---|---|---|---|---|
Recycling | 60,294 | 69% | 59,149 | 70% | 61,428 | 68% |
Recovery | 15,070 | 17% | 13,222 | 16% | 16,501 | 18% |
Incineration or disposal in landfills | 12,650 | 14% | 11,965 | 14% | 12,286 | 14% |
Total Waste | 88,014 |
| 84,336 |
| 90,215 |
|
Biodiversity refers to all living things and the ecosystems in which they live. This term also includes interactions between species and their environment. Humanity and its activities are a part of biodiversity because they interact directly or indirectly with living species and their ecosystems.
Biodiversity offers a multitude of benefits by firstly meeting human primary needs, providing oxygen, food and drinking water. At the same time, it contributes significantly to the development of human activities by providing raw materials and participating in the production of energy. Substantial loss of biodiversity therefore jeopardizes nature’s ability to support people and their businesses and undermines the future viability of the global economy.
The industrial and economic activities of a company, as well as the possible effects of global warming, have the potential to disrupt other living species and/or their ecosystems. They therefore represent a significant risk for biodiversity and the sustainability of the model.
Awareness of biodiversity challenges is growing, and is accentuated by their close relationship with climate change issues. The importance of biodiversity is better understood and therefore taken into account by the industry. However, the positions developed on this subject are still relatively immature. The expectations of governments, investors and public opinion are constantly growing, underlining the urgency of taking significant measures in this area.
Companies have the ability to act in two distinct ways to preserve biodiversity: on the one hand, by reducing their dependence on natural resources, and on the other hand, by limiting their impact on ecosystems.
Aware that the sustainability of its development requires that increased attention be paid to the preservation of its environment, Plastic Omnium is committed to integrating the issue of biodiversity into its policy and processes. Sustainability is established as a strategic pillar of the Group, and is concretized operationally through the ACT FOR ALL™ program. With a full pillar devoted to Sustainable business, the Group has set up a structured framework that enables it to actively address climate and biodiversity challenges and build action paths.
In the context of the ISO 14001 standard, companies and organizations are encouraged to implement an effective environmental management system and to integrate biodiversity into their approach. Compliance with the requirements and criteria necessary to obtain certification promotes environmentally-friendly practices and plays an essential role in the preservation of biodiversity.
In 2023, the Group actively conducted a campaign inviting employees to adopt simple daily reflexes and actions to limit greenhouse gas emissions, promote the conservation of resources and protect water and soil. The best practices presented contribute to the preservation of biodiversity by reducing the pressure on natural resources and minimizing environmental impacts.
To deepen and clarify its commitment to biodiversity, Plastic Omnium conducted a study in 2022 to assess the impacts of its activities on the environment and understand the links between its operations and biodiversity. In 2023, the Company continued this approach by developing an action plan to reduce the impact of its activities on the surrounding biodiversity. The objective is to implement concrete actions to mitigate this impact.
This second study made it possible to map the Company’s sites located in sensitive areas, taking into account their proximity to water-stressed areas and those containing key biodiversity species, as well as their surface area. On the basis of this mapping, Plastic Omnium has identified a list of priority sites where specific actions will be developed in collaboration with experts and local employees. The objective is to co-define measures to reduce the impact of these sites on biodiversity, thus making these sites pioneers in the implementation of these actions.
In 2018, Plastic Omnium formalized its commitment by joining the Act4nature initiative, which became act4nature international in 2020 and was launched by the French association Entreprises pour l’Environnement (EpE) and numerous partners. The Group has made 10 commitments common to all signatory companies, as well as additional individual commitments.
In 2023, the Group renewed its commitments. This initiative aims to mobilize companies on the issue of their direct and indirect impacts, their dependencies and opportunities for action in favor of nature. The objective is to address these issues with the help of concrete, solid achievements. This initiative asks companies to help protect biodiversity, which is mainly affected by five factors: land use change, climate change, invasive species, overexploitation and pollution.
Five actions were identified based on the biodiversity approach implemented in 2022:
Act4nature International is an initiative led by business networks with scientific partners, environmental NGOs and public bodies. Its objective is to develop the mobilization of companies in favor of biodiversity through pragmatic commitments supported by their managers.
In 2022, Plastic Omnium implemented a structured approach by carrying out a holistic inventory of Plastic Omnium’s interactions with biodiversity and quantifying the Group’s biodiversity footprint to implement an appropriate action plan.
First, a mapping study of Plastic Omnium sites was carried out to assess their proximity to areas of interest for biodiversity and areas of water stress.
The Group’s main interactions (dependencies and impacts) on biodiversity were then identified.
Lastly, a biodiversity footprint indicator calculation(7) was carried out, taking into account modeled data from life cycle analyzes and reference data on the state of biodiversity in the world (GLOBIO model).
This study was carried out on three of the five major biodiversity pressure issues and shows that the main impacts of Plastic Omnium’s activities are related to:
These studies have also shown the strong correlation between climate change and damage to biodiversity. Thus, the actions already undertaken to reduce the Group’s carbon footprint (energy management, incorporation of recycled materials in products, etc.) also contribute to the preservation of biodiversity.
Following the study of dependencies and impacts, the Group wanted to deepen the study of the direct materiality of biodiversity and identified 15 of its sites on which the challenges are the highest, by cross-referencing pressure data from the sites with data on the state of nature. This analysis made it possible to co-define targeted biodiversity action plans between experts and local employees, in line with the ecosystem in which each site operates.
| Actions carried out in 2023 |
---|---|
Identification of priority sites | 11 sites were selected to implement priority actions on biodiversity according to their geographical locations (proximity to areas of interest for biodiversity) and their potential impacts on the environment. |
Local initiatives | Biodiversity is a local issue and actions are essential at site level to reduce local impacts. Several sites are very active in the area of biodiversity, in particular through the sustainability ambassador network, which makes it possible to share best practices for carrying out initiatives. For example: Restoring the environment - Arevalo, Spain The banks of the Arevalillo river, near the Arevalo site, were damaged by the felling of diseased trees and careless pruning. In order to restore the landscape and prevent landslides, sustainability ambassadors have planted native tree species along these banks. The purpose of these trees is to protect the banks of the Arevalillo and maintain the slopes thanks to the natural support of their roots. |
ISO 14001 certification | Today, more than 92% of Plastic Omnium’s sites are ISO 14001 certified. This standard aims to improve the environmental performance of a site, and more generally, enable it to better manage its impacts, whether in terms of sustainable use of resources, protection of biodiversity and local ecosystems or the adoption of measures to prevent pollution. |
Preservation of water resources | The Group is committed to the preservation of water resources: with equipment operating in closed circuits, the industrial processes of the plants allow controlled consumption of this resource and water contaminated by the paint activities is put through a rigorous decontamination process. In order to improve knowledge of the water stress areas around the sites, a mapping of all sites is carried out each year. On average, 25% of industrial sites are located in areas with very high water stress (>80%) according to the Aqueduct database. |
An independent French family group, Plastic Omnium is a global player. Thanks to a diversified customer portfolio, its operational excellence and its innovation strategy, the Group is positioned as a major player in sustainable mobility, always remaining close to the needs of its customers.
Divisions | Activities | |
---|---|---|
EXTERIOR SYSTEMS | ||
Intelligent Exterior Systems | Development of exterior systems to optimize performance, connectivity and aerodynamics. Among these innovations, the Group manufactures smart bumpers and tailgates, incorporating advanced functionalities. This paves the way for the autonomous and connected car of the future. |
|
Lighting | Involved in the supply of lighting solutions for the automotive industry. For example, the front and rear headlights of vehicles to improve visibility and safety on the road. |
|
MODULES |
|
|
Modules | Specializing in the design and manufacture of modules and systems for vehicles. The front module, in particular, is a complex part that incorporates various elements such as the impact beam and driving-aid sensor systems, thus demonstrating the Company’s commitment to innovation and automotive safety. |
|
POWERTRAIN | ||
Clean Energy Systems | Design of on-board energy storage and emission reduction systems adapted to all engine types, thus playing an essential role in the promotion of clean mobility. In a context of increased environmental standards, the Group is making a significant contribution to the automotive transformation, promoting the emergence of more environmentally-friendly vehicles. |
|
New Energies | Specializing in the promotion of hydrogen mobility for all travel sectors. With its diversified skills, a comprehensive product portfolio and extensive production capacities, it is able to cover the entire hydrogen value chain. |
|
Plastic Omnium’s history is based on industrial and human challenges driven by innovation. This dynamic and proactive approach is reflected today in its purpose: “Driving a New Generation of Mobility”. The purpose projects the Group into the future, with a powerful commitment to a mobility that is more sustainable, intelligent and connected. As a leader, Plastic Omnium must constantly reinvent mobility, transforming and adjusting it to meet the requirements of the energy transition.
The Group formalized its commitment to sustainable mobility in a worldwide program called ACT FOR ALL™. This program, aimed at achieving ambitious objectives, is steered by a dedicated committee bringing together the various Group entities and regular reporting. This ACT FOR ALL™ Committee meets three times a year and brings together members of the Executive Committee, Segment VPs and heads of the Human Resources, Sustainability, Innovation and Compliance functions.
The Vigilance Plan, established under French law, is a key measure for companies such as Plastic Omnium, which operate on a global scale. The Group’s Vigilance Plan is part of the ACT FOR ALL™ program and demonstrates its commitment to social and environmental responsibility, while meeting society’s expectations in terms of sustainability and respect for fundamental rights.
Plastic Omnium supports the highest Human Rights standards in the conduct of its operations by committing to respect the principles set by internationally recognized organizations:
Law no. 2017-399 of March 27, 2017 on the Duty of Vigilance of parent companies and ordering companies introduced an obligation for parent companies of groups employing more than 5,000 people in France or 10,000 people in France and abroad, to develop, publish and implement appropriate measures to identify the risks and the means to prevent violations of Human Rights and fundamental freedoms, and risks to the health and safety of people and the environment, which may result from the activities of the Group and its subsidiaries, and those of suppliers or subcontractors with which it has an established commercial relationship.
The purpose of this regulation is to:
This obligation is based on five measures:
Plastic Omnium meets the requirements of the French Duty of vigilance law by drawing up a Vigilance Plan, the content of which is presented below. It sets out the various steps taken for each challenge:
The report on the effective implementation of Plastic Omnium’s Vigilance Plan for 2023 is included in this paragraph 4.4 The Vigilance Plan of this URD. It gives operational applications and refers to the monitoring indicators identified. The report on these measures concerns subsidiaries and suppliers.
The Vigilance Plan is an integral part of the Group’s strategy, which includes a Sustainability pillar reflected in the ACT FOR ALL™ program.
Governance | Missions | Responsibilities |
---|---|---|
Board of Directors | Establishment of an Appointments and CSR Committee | Reviews the Vigilance Plan annually |
Executive Committee | The Executive Committee is consulted annually on the Vigilance Plan | Follows the Vigilance Plan |
People and Sustainability Department | Annual presentation of the Vigilance Plan as part of a continuous improvement approach | Monitors and presents the Vigilance Plan to the Executive Committee |
Internal Control | Review of the Group risk matrix, internal control systems, schedules and results of internal audit missions, supplier compliance management, the corruption prevention system and ethics alerts reported via the whistleblowing process | Ensures the compliance of the Group Vigilance Plan |
Functional departments | The various departments (Purchasing, Sustainability, Legal and Human Resources) are in charge of drafting and / or revising the Vigilance Plan | Participate in the drafting, implementation and monitoring of the Vigilance Plan |
Supplier Compliance Committee | Ensures the relevance of the procedures and processes in force, validates the assessment criteria and defines the supplier roadmap for Sustainability | Monitors the application of the Vigilance Plan with suppliers |
Compliance Officers, Internal Controllers, | Implementation of the Vigilance Plan in the activities | Monitors the application of the Vigilance Plan in the activities |
The risks analyzed as part of the Vigilance Plan are listed in:
These risk factor definition tools take into account different levels of assessment.
In order to conduct the Group risk mapping, Plastic Omnium has reviewed and evaluated the risks that could have an adverse effect on its business, financial position, results or reputation. These risks have been assessed based on the probability of occurrence and their impact (after taking into account the measures adopted by the Group to manage these risks).
This risk matrix is drawn up at two levels:
Moreover, the non-financial challenge materiality matrix presents non-financial risks and opportunities based on the importance of these challenges for internal and external stakeholders and their impacts on Plastic Omnium’s overall performance. Initially, a sector-based documentary analysis, a peer-based benchmark and a consultation of internal support materials enabled pre-selection of the 20 most important non-financial challenges for Plastic Omnium. The challenges were then prioritized by interviewing Plastic Omnium employees spread across all business lines and internationally and by conducting qualitative surveys with a panel of external stakeholders: customers, suppliers, associations, research centers, banks, partners and certification bodies. The Group’s non-financial challenge materiality matrix is presented in section 4 of the URD “Statement of Non-Financial Performance” on page 166.
The table below summarizes the risks identified in relation to the challenges of the Duty of Vigilance. It also specifies, using cross-references, the descriptions and mitigation measures put in place by the Group and described in this URD.
Plastic Omnium is developing a responsible approach to its purchases, supplies and logistics. This approach makes it possible to identify the suppliers most at risk by including all suppliers meeting the main mapping risk factors (geography, business sector, etc.). For example, intermediaries and service providers, as well as customs brokers acting on behalf of Plastic Omnium vis-à-vis local authorities, are considered particularly exposed.
Supplier risk analysis is based on five risk factors: country, sector of activity, inclusion on international sanctions lists, the existence of politically exposed persons in governing bodies or the shareholding structure and published controversies.
A supplier risk assessment platform, common to all Group divisions, was set up in 2022. Suppliers are assessed using this platform and categorized according to their risk profile: low risk (green), medium (orange) or high (red). The assessment of a supplier’s risk profile is obtained by combining the assessments carried out in the platform for each of the five risk factors presented above.
The listing of new suppliers is carried out after an assessment of performance taking into account the criteria of Sustainability, Quality, and financial position.
EcoVadis is an independent Corporate Social Responsibility (CSR) company assessment platform. The EcoVadis rating takes into account a wide range of non-financial management systems: the environment, social and human rights, ethics and responsible purchasing. Suppliers are assessed on key issues depending on their size, location and sector of activity. The scores obtained are rated between zero and one hundred and medals (bronze, silver, gold and platinum) are awarded for the best elements.
For example, Plastic Omnium is rated by EcoVadis as a supplier with a score of 80/100 and a Platinum medal, placing the Group in the top 1% of its category.
Several systems are in place to assess the performance of subsidiaries on the various themes taken into account in the Vigilance Plan (human rights and fundamental freedoms, health and safety of people, and the environment).
The indicators are collected via the Group’s non-financial reporting tool. It is regularly monitored by the reporting managers in the subsidiaries and centrally. They are also published annually in the URD and audited by the independent auditors (see Report in section 4.9).
The indicators of the ACT FOR ALL™ program (see table below) are monitored by a dedicated Executive Committee. These results are used to set the main guidelines and targets, to define policies and to analyze deployment and any gaps. The main results are also presented to the European Works Concil(8).
In addition, the Internal Audit Department plans an annual program of control visits to subsidiaries and sites. In 25 audits were carried out in this way in 2023. During these audits, quality, health/safety, environment and Human Rights aspects are regularly addressed.
To assess and support its suppliers in the development of their Sustainability approach, Plastic Omnium has implemented the Know Your Suppliers approach.
When referenced, Plastic Omnium requires each supplier to sign the Group’s Suppliers’ Charter, available on the Internet. Equivalence with their own charters, if comparable, is accepted. The Suppliers' Charter addresses human rights in the following sections: Section 3 “Human rights and working conditions” and section 4 “Protection of health and safety”.
Deployed since 2016, the charter is built around the following references:
The suppliers undertake to comply with:
In the event of a breach, Plastic Omnium may require the supplier to take corrective measures or terminate all or part of the contract for negligent non-performance.
The Know Your Suppliers approach includes the general assessment of a panel of suppliers covering 95% of the Group's expenditure, through a risk assessment platform. Intermediaries and transport companies are systematically included in the panel, regardless of their business volume, in line with the risks identified in the Group risk mapping.
More in-depth assessments according to criteria defined each year are carried out in partnership with EcoVadis.
All information related to suppliers is accessible via a digital platform and can be consulted by all the Group’s buyers.
The Supplier Compliance Committee, made up of the Responsible Purchasing, Sustainability, Legal and Internal Control departments, ensures the relevance of the procedures and processes in force, validates the assessment criteria, and defines the roadmap for supplier Sustainability. Lastly, it endorses remediation solutions for suppliers presenting high risks.
The risks included in the Vigilance Plan and the associated mitigation measures are described in the Statement of Non-Financial Performance. Each of the risks identified is related to the areas of the Duty of Vigilance.
The table below presents the risks defined as part of the Vigilance Plan, the associated mitigation procedures and the monitoring indicators put in place.
The link between risks and the Sustainable Development Goals is presented in a dedicated table in section 4 “Human Rights Risk”, page 192.
Human rights and fundamental freedoms | |||
---|---|---|---|
Risk description | Mitigation measures (Policies and procedures) | Monitoring indicators | Page |
Human Rights risk
Risk of violation of fundamental human rights in the workplace or in the value chain |
|
| 191 |
Human Resources risk
|
|
| 174 |
Product safety-quality and customer satisfaction risks Risk characterized by a deviation from expectation or set objectives.
|
|
| 187 |
Responsible purchasing/supplier risk
Risk of impacting the Group’s operational activities, performance or reputation through a failure in any part of the supply chain |
|
| 189 |
Cyber risk – IT continuity of service – data protection
Risk of financial loss, business interruption or damage to a Company’s reputation due to IT system failures |
|
| 187 |
Personal Health and Safety |
| ||
Personal Health and Safety risk
Likelihood of employees and subcontractors being exposed to a dangerous situation (damage to their physical and/or mental health) |
| FR2: 1.07(1) Number of people trained in Top Safety : 981
| 171 |
Human Resources risk
|
|
| 174 |
Product safety-quality and customer satisfaction risks Risk characterized by a deviation from expectation or set objectives.
|
|
| 187 |
(1) IFRS scope - FR2 Group scope including minority joint ventures = 0.87.
|
Environment | |||
---|---|---|---|
Risk description | Mitigation measures (Policies and procedures) | Monitoring indicators | Page |
Risk related to the impact of climate change on the Company's business model
Risk of not implementing all actions to mitigate the impact of the Group’s activities and fight against global warming |
|
| 193 |
Risk of natural/climate disasters
Risk of being impacted by the consequences of climate change: increased costs (price of materials, insurance, etc.) and impacts on production (production stoppages, supply of materials, etc.) |
|
| 204 |
Biodiversity risk
Risk that the industrial or economic activities of the company impact other living species |
|
| 207 |
Eco-design and recyclability risk
Risk of reducing the planetary capacity to respond to the growing challenges of mobility Risk of not reducing the Group’s environmental footprint |
|
| 204 |
A number of policies and procedures govern the actions of the Group and its subsidiaries. The Code of Conduct is the first instrument governing the actions of the Company and its employees. It presents the non-negotiable rules that the Group has set itself in terms of respect for Human Rights, fundamental freedoms, health and safety, diversity, the environment and preventing discrimination, fraud, corruption and influence peddling. It also reminds employees of their obligations: protecting the Group’s assets and image, guaranteeing product quality and safety, and complying with ethics rules and regulations. The Code of Conduct is translated into the main languages used within the Group, i.e. 22 languages to date.
In addition, Plastic Omnium’s membership of the United Nations Global Compact since 2003 requires it to comply with the 10 principles relating to respect for Human Rights and international standards on labor, environmental protection and the fight against corruption.
The Internal Control and Compliance Committee is composed of managers from Human Resources, Finance, Compliance, Risks and Internal Audit, and Business Lines departments. It guides the Group’s compliance policies and actions and relies on a network of Compliance correspondents around the world.
Mechanisms to comply with the French law known as the Sapin 2 law (law no. 2016-1691 of December 9, 2016 on transparency, the fight against corruption and the modernization of economic life) were put in place and implemented by the Group as follows:
Since 2021, the assessment of a supplier has had certain consequences: a supplier whose risk is high will first of all be accompanied, in order to understand the reasons for its assessment and the possibility of rapid remediation. If its risk profile is confirmed, it will have to put in place an action plan that will be validated and monitored by Plastic Omnium. In the absence of an action and improvement plan, it may be excluded from the panel.
In addition, for all suppliers, systems aimed at improving their ESG performance are usually put in place:
Two issues in particular are monitored by the Group:
Plastic Omnium is developing a proactive ethics and compliance policy. In this context, the Group has set up a whistleblowing system to report any breaches in these areas. The whistleblower can thus report in good faith any conduct or situation that is detrimental to the general interest of the Group. This whistleblower may be an employee, an external or occasional employee, a supplier or a partner. The confidentiality of the identity of the authors of the whistleblowing, the persons concerned and any third parties mentioned in the alert is guaranteed.
Since 2018, the whistleblowing system has been accessible to external third parties via the Code of Conduct section of the Group’s website. This system manages alerts in the strictest confidentiality, so that whistleblowers can report any potential breaches without fear of retaliation, in accordance with local laws.
This system enables rapid and structured processing of the reports received.
The process is described in the Code of Conduct, available in 22 languages on the intranet and on the Group’s website. The procedures for system entry were also presented to the competent Employee Representative Bodies.
This system offers a complementary approach to the traditional channels through which employees can report any incidents, such as line management or the Human Resources Department.
From 2024, the whistleblowing procedure will change with the establishment of a dedicated site. The whistleblowing procedure is being updated to meet the requirements of the European directive, as adopted in the various countries of the European community, and a new mechanism managed by Ethics Point (NAVEX) is being launched. This procedure includes a multilingual website (intranet and internet) enabling employees and third parties to report any problematic situations concerning ethics. Dedicated telephone lines for each country will also be available, 24 hours a day, seven days a week, 365 days a year.
A poster campaign on all sites will remind everyone of the ethics whistleblowing principle and inform all employees of the methods to be used for this new procedure. At the same time, the Code of Conduct will be updated with the integration of elements of the anti-corruption module developed internally by Plastic Omnium. Specific training on the fight against corruption continues with an update on this new whistleblowing system.
Employees can alert their managers or any other person if they wish or use the two channels available to them:
The information is processed anonymously and sent to the Group Compliance Department.
In 2023, 13 alerts were received.
A dedicated Committee is in charge of monitoring and processing these alerts. This ad hoc Committee is composed of the Group Compliance, Human Resources and Internal Audit Departments. It studies the alerts, the need to call on an internal or external third party to investigate, decides on the response to the alert, monitors progress and/or closes the alert.
Non-financial data is presented annually in this section and is monitored on a monthly, quarterly or annual basis using dedicated reporting tools to measure changes, improvements and any discrepancies to be corrected. These data concern, for example, work organization, overtime, compensation, incidents of discrimination, equal opportunities, health and safety as well as greenhouse gas emissions and energy consumption, consumption of raw materials, waste and environmental incidents.
The challenges addressed by the ACT FOR ALL™ program are subject to specific monitoring within dedicated Committees. In addition, targets have been set for the ACT FOR ALL™ program’s principal markers by 2025 or 2030 with intermediate annual targets (see the ACT FOR ALL™ table on page 162).
Published on June 22, 2020, the taxonomy regulation(9) (EU) 2020/852 introduces a new non-financial reporting standard.
The European taxonomy aims to identify the economic activities of a company considered to be environmentally sustainable. It aims to redirect capital flows towards sustainable investments, integrate sustainability into risk management and promote transparency in corporate reporting.
The regulation stipulates that only economic activities that contribute to one of the six environmental objectives it sets out can be considered sustainable. These objectives are listed below. The 2023 fiscal year is the first to have to include the last four environmental objectives.
The economic activity of a company is eligible for the taxonomy if it is listed in the activities described in the delegated acts relating to the six environmental objectives.
As part of a preliminary analysis, Plastic Omnium studied all its activities with regard to the six environmental objectives of the taxonomy regulation. This analysis was carried out jointly by the Sustainability and Finance Departments, supported by Operations, and concluded that the Group contributed to two of the six environmental objectives as follows:
As part of its analysis, Plastic Omnium considered the activities listed below as meeting the objective of climate change mitigation.
| Description of Plastic Omnium’s | Objective 1: Climate change mitigation | |
---|---|---|---|
Activity described | Reported indicators | ||
Eligible activity | Manufacture of:
| 3.2 Manufacture of equipment for the production and use of hydrogen | Turnover OpEx CapEx |
Manufacture of electric batteries | 3.4 Manufacture of batteries | ||
Manufacturing of equipment designed exclusively for 100% electric models and essential to improve environmental performance:
| 3.18 Manufacture of automotive and mobility components* | ||
Development of software related to sustainable mobility and greenhouse gas (GHG) emission reduction | 8.2 Data-driven solutions for GHG emissions reductions | ||
Complementary activity analyzed | Manufacture of equipment (bumpers, tailgates, fuel tanks, front-end modules, interior modules: cockpit and center console) solely for electric or hybrid vehicles | 3.3 Manufacture of low carbon technologies for transport | |
* New eligible activity introduced by Regulation (EU) 2023/2485. |
|
|
On June 27, 2023, an amendment to the Climate Delegated Act relating to the taxonomy created activity 3.18 “Manufacture of automotive and mobility components”, in addition to the already existing activity 3.3 "Manufacture of low carbon technologies for transport". From the 2023 fiscal year, the Group’s activities meeting the criteria of this new category 3.18 are excluded from category 3.3 without retroactive effect on the 2022 fiscal year. As a result, some activities reported last year in category 3.3 (additional Reporting) are reported this year in activity 3.18 since they meet the criteria for this new activity.
The eligibility criteria for category 3.18 are more restrictive than those for category 3.3. Thus, Plastic Omnium’s eligible activities in category 3.18 involve a smaller basis (12.8% of economic revenue and 11.5% of consolidated revenue). The same activities transferred to a carmaker customer would have been fully eligible in category 3.3 (24.7% of economic revenue and 23.7% of consolidated revenue).
For the sake of consistency, enabling investors to have information that is comparable between different mobility players, the Plastic Omnium Group voluntarily provides a Reporting in addition to regulatory disclosures. This consists of declaring in category 3.3, in addition to category 3.18, the portion of the Group’s activities not recognized due to the restriction of category 3.18. Analyses were carried out on both eligibility and alignment rates by applying the criteria of category 3.3. The result of this additional analysis is presented in section 4.6 “Other non-financial indicators” (page 240) in accordance with the recommendations of the FAQs of December 6, 2022 and February 7, 2022.
The European Commission adopted a new delegated regulation (EU) 2023/2486, on July 27, 2023, the “Environmental Delegated Act”, which extends the taxonomy to the other four environmental objectives:
Plastic Omnium has identified as eligible and meeting the objective of transition to a circular economy, its activities related to:
| Description of Plastic Omnium’s | Objective 4: Transition to a circular economy |
|
|
| |
---|---|---|---|---|---|---|
Activity described | Reported indicators |
|
|
| ||
Eligible activity | Software development for eco-design | 4.1 Provision of IT/OT data-driven solutions | OpEx CapEx |
|
|
|
As part of its activity, the Plastic Omnium Group incurs operating and investment expenses (OpEx and CapEx) in eligible “support activities”, allowing it to reduce its greenhouse gas emissions (GHG).
Description of the support activity | Objective 1: Climate change mitigation | |
---|---|---|
Taxonomy reference | Indicators | |
Use of company vehicles | 6.5 Transport by motorbikes, passenger cars and commercial vehicles | OpEx CapEx |
Energy improvement works | 7.3 Installation, maintenance and repair of energy efficiency equipment | |
Installation for the operation of renewable energies | 7.6 Installation, maintenance and repair of renewable energy technologies | |
Leasing, construction, or acquisition of buildings (administrative for office, commercial, industrial and warehouse use) | 7.7 Acquisition and ownership of buildings* | |
* In 2023, all buildings, whether office, commercial or industrial buildings or warehouses were included in the taxonomic analysis. Only “General installations and improvements” were considered non-eligible. |
As Plastic Omnium does not have any activities in the gas or nuclear fields, the Group does not identify any of the activities of the delegated act (EU) 2022/1214 of March 9, 2022 as eligible under the taxonomy.
An activity is aligned with the taxonomy when it is eligible and meets all three of the following conditions:
As part of its analysis, Plastic Omnium verified the substantial contribution criteria applied to each eligible activity whose alignment was expected in 2023. The table below summarizes the operational translation of the substantial contribution criteria.
Objective | Activity reference | Substantial contribution criteria applied |
---|---|---|
Climate change mitigation | 3.2 | Equipment enabling the use of hydrogen |
3.3 | Equipment assembled on a vehicle emitting less than 50g CO2/km (electric, hydrogen or hybrid) | |
3.4 | Manufacture of battery packs to reduce greenhouse gas emissions for transport | |
3.18 | Equipment designed exclusively for 100% electric models to reduce energy consumption and improve the vehicle’s environmental performance*. For Plastic Omnium, this corresponds to products that are used in electric vehicles that do not exist in other engines and that contribute to the aerodynamics of vehicles and their weight reduction:
Reducing the weight and improving the aerodynamics of parts, as well as reducing associated greenhouse gas emissions, lie at the heart of Plastic Omnium’s activities. Complex body part assemblies are made of injected polypropylene or composite materials: bumpers, energy absorption systems, tailgate modules, spoilers, fender supports and rocker panels. These systems, which enhance passenger safety, are designed with the objective of helping to reduce greenhouse gases emissions from vehicles through aerodynamic improvements and weight reduction. Alignment not required in 2023 (new activity) but presented on a voluntary basis. | |
| 8.2 | Software to substantially reduce greenhouse gas emissions through energy optimization |
* Vehicles meeting this criterion and whose activity is reported in activity 3.18 are excluded from the share of activities recognized in the Voluntary reporting in 3.3 ”Manufacture of low carbon technologies for transport" . |
The DNSH criteria were analyzed for activities eligible for the “Climate change mitigation” objective. The main verification procedures are described in the table below. The alignment analysis is not required for the 2023 fiscal year for the “Transition to a circular economy” objective.
DNSH | Description of the verification procedures |
---|---|
Climate change adaptation | A climate risk assessment was carried out using dedicated software for this approach in order to identify production sites likely to be impacted by physical climate risks, taking into account the five IPCC scenarios in the risk analysis. See section 4.3.3.1 “Risk relating to the impact of climate change on the Company's business model” and the “Climate scenarios and risk analysis” box on page 200. A working group bringing together the sustainability teams and climate experts was set up to adapt this software to the specific needs of the taxonomy. The assessment of the vulnerability of activities is carried out as part of a continuous improvement process in collaboration with Plastic Omnium’s Internal Audit, Insurance and HSE departments, as well as the support of insurance providers. These analyses make it possible to put in place adaptation plans to mitigate the most significant risks. For this second year of assessment, all of the Group’s production sites were covered, including the new sites. Analysis of the value chain will be gradually rolled out. |
Transition to a circular economy | Convinced of the importance of developing a more circular economy and preserving resources, the Plastic Omnium Group has been implementing procedures to integrate the use of recycled materials and the design of sustainable products, waste management and traceability of substances of concern for a long time. The approach continues and accelerates year after year, with the establishment of partnerships upstream and downstream of the value chain. Circular economy procedures and projects are described in section 4.3.3.3 "Eco-design and recyclability risk”. |
Pollution prevention and reduction
| The taxonomy regulation changed in 2023, gradually modifying the requirements of the “Pollution” DNSH over the 2023 and 2024 fiscal years. Plastic Omnium complies with local and national regulations. Substance approval and control measures are integrated into the manufacturing, use and marketing processes for its products. The Group’s value chain is included in the monitoring and verification scope. In terms of requirements in 2023, the tools for traceability of substances have been adapted to the specific requirements of the taxonomy and benefit from constant improvements to take into account new substances. In addition, parts containing substances of concern are subject to specific monitoring and the search for substitute raw materials. The "Pollution" DNSH analysis was carried out by taking into account a representative sample in terms of eligible products and listed substances on all the Group’s activities identified with respect to the taxonomy. Regarding the changes expected in 2024, the list of substances to be taken into account for the analysis of alignment has been considerably expanded. As a result, the Group is not in a position to guarantee the same rate of alignment of this DNSH for the coming fiscal years. |
Sustainable use and protection of water and marine resources | An assessment was carried out on all the sites concerned, based mainly on the environmental analyses carried out each year as well as on compliance with the environmental regulations in force in the various countries. The results of these analyses contribute to a continuous improvement process. |
Protection and restoration of biodiversity and ecosystems | Following the study of dependencies and impacts, conducted in 2022, the Group wanted to deepen the study of the direct materiality of biodiversity and thus identified 11 of its sites on which the biggest challenges, by cross-referencing pressure data from the sites with data on the state of nature. This analysis made it possible to co-define targeted biodiversity action plans between experts and local employees, in keeping with the ecosystem in which each site operates. For more details, see the approach described in section 4.3.3.4 "Biodiversity risk”. |
Plastic Omnium supports the highest human rights standards in the conduct of its operations.
The Group has a "Human Rights" policy that is published on its website and accessible to all employees. This policy is in line with Plastic Omnium’s commitments in the area of human rights and defines the way in which employees must interact with business partners, suppliers, communities and other stakeholders. The "Human Rights" policy is regularly reviewed.
In addition, the Group publishes its Vigilance Plan every year. Based on the actions described and implemented, it meets the minimum safeguards expected under the Taxonomy Regulation. The Vigilance Plan applies to the divisions of the Group and its subsidiaries, and those of the suppliers or subcontractors with which the Group has an established commercial relationship. The Vigilance Plan is published on page 210 of this URD.
In addition, to assess and support its suppliers in the progress of their Sustainability approach, Plastic Omnium Group has set up the specific Know Your Suppliers system. This approach is based on a prerequisite: the signing of the Suppliers' Charter, which specifies how suppliers must adhere to the Group’s responsible purchasing approach. Plastic Omnium also carries out a general assessment of a panel of suppliers covering 95% of the Group’s expenses, using a risk assessment platform. This approach is described in section 4.3.2.4 “Responsible Purchasing/supplier risk”.
Lastly, the policies and procedures dealing with anti-corruption, taxation and fair competition are described in 4.3.2.1 "Business ethics and tax evasion" and 4.3.2.5 "Human rights" risks in the Group’s Non-Financial Reporting Disclosure.
Since 2021, the Group has integrated its Taxonomy reporting into the process of collecting financial information for the annual closing of the consolidated financial statements. This organization ensures the consistency and reliability of the data. Each year, the data collection grids are adapted in the tools to respond to changes in regulations.
In the same way as for the statutory financial statements, the system for reporting taxonomy information includes instructions, a timetable and workshops with all Group divisions.
Indicators | Turnover | OpEx | CapEx |
---|---|---|---|
Denominator | Total turnover in the consolidated financial statements | Direct non-capitalized costs related to maintenance, repair of property, plant and equipment (including building renovation) and R&D | Increase in the balance sheet gross value of property, plant and equipment (IAS 16), intangible assets (IAS 38) and lease rights-of-use (IFRS 16) |
Numerator eligibility | Turnover from eligible activities | The above costs/increases related to eligible activities resulting from a plan to increase the share of eligible activities within five years, and related to the acquisition of eligible products and services | |
Numerator alignment | The Reporting data served as a basis for the analysis and validation of each DNSH. Methodology described below. |
The presentation of the Taxonomy reporting results is as follows:
As a preamble to the Consolidated Financial Statements (section 5 of the URD) and in the context of its financial communication, the Group refers to the notion of “Economic turnover” as a key financial indicator. The presentation of the European Taxonomy respects the same principle adopted by the Group.
Taxonomy indicators for turnover should be read closely with Note 3 "Segment information" in the consolidated financial statements (section 5), namely:
In thousands of euros | Economic turnover | Consolidated turnover |
---|---|---|
Group total | 11,398,536 | 10,314,065 |
| Proportion of | |
Aligned | Eligible | |
Climate Change Mitigation (5) | 11.42% | 13.20% |
Climate Change Adaptation (6) | 0.00% | 0.00% |
Water (7) |
| 0.00% |
Circular Economy (8) |
| 0.00% |
Pollution (9) |
| 0.00% |
Biodiversity (10) |
| 0.00% |
The creation of the CCM 3.18 category brings more Plastic Omnium products into the Taxonomy reporting. This has led to an increase in reported eligible economic turnover from 0.1% in 2022 (CCM activities 3.2 and 3.4) to 13.2% in 2023 (CCM activities 3.2, 3.4 and 3.18).
In addition, the creation of activity 3.18 made it possible to achieve an economic turnover alignment rate of 11.4%.
| Proportion of | |
Aligned | Eligible | |
Climate Change Mitigation (5) | 10.56% | 11.94% |
Climate Change Adaptation (6) | 0.00% | 0.00% |
Water (7) |
| 0.00% |
Circular Economy (8) |
| 0.00% |
Pollution (9) |
| 0.00% |
Biodiversity (10) |
| 0.00% |
The creation of the CCM 3.18 category brings more Plastic Omnium products into the Taxonomy reporting. This led to an increase in reported eligible consolidated turnover from 0.1% in 2022 (CCM 3.2 and 3.4 activities) to 11.9% (CCM 3.2, 3.4 and 3.18 activities).
In addition, the creation of activity 3.18 made it possible to achieve a consolidated turnover alignment rate of 10.6%.
The “OpEx” used in the taxonomy (“Taxonomy OpEx”) includes asset maintenance, repair and maintenance costs and non-capitalized research and development expenses. In 2023, all of these items represented 4.9%, compared to 5.4% in 2022 (therefore less than the 10% considered as the materiality threshold) of the Group’s operating expenses (cost of goods and services sold, research and development expenses, selling expenses, overheads and other operating expenses). See the relevant note in the consolidated financial statements (section 5).
Despite its non-materiality, the Group calculated the portion of eligibility and alignment for this indicator.
| Total Plastic Omnium Group | Total Eligible OpEx Group Proposal | Total Activity 3.2 | Total Eligible OpEx Activity | Total Activity 3.4 | Total Eligible OpEx Activity | Total | Total Eligible OpEx Activity 3.18 | Total Activity 8.2 | Total Eligible OpEx Activity 8.2 | |||||
Totals | % | Totals | % | Totals | % | Totals | % | Totals | % | ||||||
Lease expenses other than IFRS 16 | (16,983) | (4,958) | 29.2% | 15 | 15 | 100.0% | (494) | (494) | 100.0% | (4,479) | (4,479) | 100.0% | 0 | 0 | 0,0% |
Costs of maintenance, repair and upkeep of assets | (174,746) | (15,835) | 9.1% | (253) | (61) | 24.1% | (525) | (127) | 24.1% | (64,820) | (15,647) | 24.1% | 0 | 0 | 0,0% |
Innovation and other non-capitalized R&D costs | (292,953) | (10,616) | 3.6% | (3,475) | 609 | -17.5% | (10,926) | (9,132) | 83.6% | (47,493) | 0 | 0.0% | (4,482) | (2,093) | 46,7% |
Elements retained in "OpEx Taxonomy" (A) | (484,682) | (31,409) | 6.5% | (3,713) | 563 | -15.2% | (11,945) | (9,753) | 81.6% | (116,792) | (20,126) | 17.5% | (4,482) | (2,093) | 46,7% |
Total operational costs (B) | (9,936,217) |
|
| (45,411) |
|
| (64,836) |
|
| (3,392,365) |
|
| (6,975) |
|
|
Proportion % (A)/(B) | 4,9% |
|
| 8,2% |
|
| 18,4% |
|
| 3,4% |
|
| 64,3% |
|
|
| Proportion of OpEx / Total OpEx | |
Aligned | Eligible | |
Climate Change Mitigation (5) | 5.64% | 6.48% |
Climate Change Adaptation (6) | 0.00% | 0.00% |
Water (7) |
| 0.00% |
Circular Economy (8) |
| 0.00% |
Pollution (9) |
| 0.00% |
Biodiversity (10) |
| 0.00% |
The creation of the CCM 3.18 category brings more Plastic Omnium products into the Taxonomy reporting. In addition, the CCM 8.2 activity identified this year enables the Group to recognize software that it develops and which contributes to the objective of climate change mitigation. This has led to an increase in reported eligible OpEx from 4.7% in 2022 (CCM activities 3.2 and 3.4) to 6.5% in 2023 (CCM activities 3.2, 3.4, 3.18 and 8.2).
The addition of these two activities (3.18 and 8.2) in the 2023 Reporting increases the alignment rate to 5.6%.
The “Taxonomy CapEx” covers intangible and tangible investments for the period including, where applicable, those contributed during the period by new acquisitions in the opening balance sheets. Excluded from these investments are intangible assets such as goodwill, customer contracts, land, land improvements, and improvements to buildings when the amounts are significant.
This covers all intangible and tangible investments for the period including, where applicable, those contributed during the period by new acquisitions in the opening balance sheets, with the sole exception of goodwill.
In 2023, the Group’s CapEx expenses are summarized in the table below and refer to the consolidated financial statements (section 5), Notes 5.1.2 “Other intangible assets” and 5.1.3 “Property, plant, equipment and investment property”.
Note 5.1.2 to the Consolidated Financial Statements
In thousands of euros | Patents and licenses | Software | Development costs | Customer contracts | Other | Total |
---|---|---|---|---|---|---|
Developments capitalized in FY 2023 | - | - | 194,009 | - | - | 194,009 |
Increases in intangible assets in FY 2023 | 7 | 7,512 | 0 | 8 | 43,427 | 50,954 |
Note 5.1.3 to the Consolidated Financial Statements
In thousands of euros | Land | Buildings | Technical installations, equipment & tools | Property, plant and equipment under construction | Other property, plant and equipment | Total |
---|---|---|---|---|---|---|
Increases in freehold property, plant and equipment in FY 2023 | 147 | 9,015 | 39,643 | 245,372 | 26,919 | 321,096 |
Increases in rights-of-use of leased assets (IFRS 16) in FY 2023 | 5,760 | 102,661 | 8,097 | - | 9,463 | 125,981 |
Total Global |
|
|
|
|
| 692,040 |
| Proportion of CapEx / Total CapEx | |
Aligned | Eligible | |
Climate Change Mitigation (5) | 12.49% | 33.12% |
Climate Change Adaptation (6) | 0.00% | 0.00% |
Water (7) |
| 0.00% |
Circular Economy (8) |
| 0.00% |
Pollution (9) |
| 0.00% |
Biodiversity (10) |
| 0.00% |
The creation of the CCM categories 3.18 and CE 4.1 brought more Plastic Omnium products into the Taxonomy reporting. In addition, the CCM 8.2 activity identified this year enables the Group to recognize software that it develops and which contributes to the objective of climate change mitigation. This has led to an increase in reported eligible CapEx from 15.2% in 2022 (CCM activities 3.2, 3.4, 7.6 and 7.7) to 33.1% in 2023 (CCM activities 3.2, 3.4, 3.18, 6.5, 7.3, 7.6, 7.7, 8.2 and CE 4.1).
The addition of these two activities (3.18 and 8.2) in the 2023 Reporting increases the alignment rate to 12.5%.
Financial year | 2023 | Substantial contribution criteria | Do No Significant Harm (DNSH) criteria | Minimum safeguards (17) | Proportion of Taxonomy- | Category enabling activity (19) | Category transitional activity (20) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic activities (1) | Code(s) (2) | Economic Turnover | Proportion of Economic Turnover | Climate Change Mitigation | Climate Change Adaptation (6) | Water | Circular Economy | Pollution | Biodiversity (10) | Climate Change Mitigation (11) | Climate Change Adaptation (12) | Water (13) | Circular Economy | Pollution | Biodiversity (16) | ||||
In thousands of euros | In % | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N;EL | Y;N | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | In % | E | T | ||
A. TAXONOMY-ELIGIBLE ACTIVITIES | |||||||||||||||||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Manufacture of batteries | CCM 3.4 | 29,795 | 0.26% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | 0.00% | E |
|
Manufacture of automotive and mobility components | CCM 3.18 | 1,271,607 | 11.16% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | NA | E |
|
Economic turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
| 1,301,402 | 11.42% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 0.00% |
|
|
Of which enabling |
| 1,301,402 | 11.42% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 0.00% | E |
|
Of which transitional |
| 0 | 0.00% |
|
|
|
|
|
| Y | Y | Y | Y | Y | Y | Y | 0.00% |
| T |
A.2. Economic turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
| EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL |
|
|
|
|
|
|
|
|
|
|
Manufacture of equipment for the production and use of hydrogen | CCM 3.2 | 17,973 | 0.16% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 0.06% |
|
|
Manufacture of batteries | CCM 3.4 | 4,452 | 0.04% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 0.08% |
|
|
Manufacture of automotive and mobility components | CCM 3.18 | 181,332 | 1.59% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
Economic turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
| 203,757 | 1.79% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
|
|
|
|
|
|
| 0.14% |
|
|
ECONOMIC Turnover of taxonomy-eligible activities (A) |
| 1,505,160 | 13.20% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
|
|
|
|
|
|
| 0.14% |
|
|
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
Economic turnover of Taxonomy-non-eligible activities (B) |
| 9,893,377 | 86.80% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
| 11,398,536 | 100.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y – Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective. N – No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective. N/EL – Not eligible, Taxonomy-non-eligible activity for the relevant environmental objective. EL – Taxonomy-eligible activity for the relevant objective. NA – Non-applicable. |
Financial year | 2023 | Substantial contribution criteria | Do No Significant Harm (DNSH) criteria | Minimum safeguards (17) | Proportion of Taxonomy- | Category enabling activity | Category transitional activity (20) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic activities (1) | Code(s) (2) | Consolidated Turnover | Proportion of Consolidated Turnover | Climate Change Mitigation | Climate Change Adaptation (6) | Water | Circular Economy | Pollution | Biodiversity (10) | Climate Change Mitigation (11) | Climate Change Adaptation (12) | Water (13) | Circular Economy | Pollution | Biodiversity (16) | ||||
In thousands of euros | In % | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | In % | E | T | ||
A. TAXONOMY-ELIGIBLE ACTIVITIES | |||||||||||||||||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Manufacture of batteries | CCM 3.4 | 29,795 | 0.29% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | 0.00% | E |
|
Manufacture of automotive and mobility components | CCM 3.18 | 1,059,141 | 10.27% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | NA | E |
|
Consolidated turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
| 1,088,936 | 10.56% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 0.00% |
|
|
Of which enabling |
| 1,088,936 | 10.56% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 0.00% | E |
|
Of which transitional |
| 0 | 0.00% |
|
|
|
|
|
| Y | Y | Y | Y | Y | Y | Y | 0.00% |
| T |
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
| EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL |
|
|
|
|
|
|
|
|
|
|
Manufacture of equipment for the production and use of hydrogen | CCM 3.2 | 12,540 | 0.12% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 0.03% |
|
|
Manufacture of batteries | CCM 3.4 | 4,452 | 0.04% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 0.08% |
|
|
Manufacture of automotive and mobility components | CCM 3.18 | 125,345 | 1.22% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
Consolidated Turnover of Taxonomy- eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
| 142,337 | 1.38% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
|
|
|
|
|
|
| 0.11% |
|
|
CONSOLIDATED Turnover of taxonomy-eligible activities (A) |
| 1,231,273 | 11.94% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
|
|
|
|
|
|
| 0.11% |
|
|
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
Consolidated turnover of Taxonomy-non-eligible activities (B) |
| 9,082,793 | 88.06% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
| 10,314,065 | 100.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y – Yes, activity taxonomy-eligible and taxonomy-aligned with the relevant environmental objective. N – No, activity taxonomy-eligible but not taxonomy-aligned with the relevant environmental objective. N/EL – Not eligible, activity taxonomy-non-eligible for the relevant environmental objective. EL – Activity taxonomy-eligible for the relevant environmental objective. NA – Not applicable. |
Financial year | 2023 | Substantial contribution criteria | Do No Significant Harm (DNSH) criteria | Minimum safeguards (17) | Proportion of Taxonomy- | Category enabling activity (19) | Category transitional activity (20) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic activities (1) | Code(s) (2) | OpEx | Proportion of OpEx (4) | Climate Change Mitigation | Climate Change Adaptation (6) | Water | Circular Economy | Pollution | Biodiversity (10) | Climate Change Mitigation (11) | Climate Change Adaptation (12) | Water (13) | Circular Economy (14) | Pollution (15) | Biodiversity (16) | ||||
In thousands of euros | In % | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | In % | E | T | ||
A. TAXONOMY-ELIGIBLE ACTIVITIES | |||||||||||||||||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Manufacture of batteries | CCM 3.4 | (8,485) | 1.75% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | 0.00% | E |
|
Manufacture of automotive and mobility components | CCM 3.18 | (16,775) | 3.46% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | NA | E |
|
Data-driven solutions for GHG emissions reductions | CCM 8.2 | (2,093) | 0.43% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | NA | E |
|
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
| (27,333) | 5.64% | 100.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 0.00% |
|
|
Of which enabling |
| (27,333) | 5.64% | 100.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 0.00% | E |
|
Of which transitional |
| 0 | 0.00% |
|
|
|
|
|
| Y | Y | Y | Y | Y | Y | Y | 0.00% |
| T |
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
| EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL |
|
|
|
|
|
|
|
|
|
|
Manufacture of equipment for the production and use of hydrogen | CCM 3.2 | 563 | -0.12% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 2.39% |
|
|
Manufacture of batteries | CCM 3.4 | (1,268) | 0.26% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 2.33% |
|
|
Manufacture of automotive and mobility components | CCM 3.18 | (3,371) | 0.70% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
OpEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
| (4,076) | 0.84% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
|
|
|
|
|
|
| 4.72% |
|
|
OPEx of taxonomy eligible activities (A) |
| (31,409) | 6.48% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
|
|
|
|
|
|
| 4.72% |
|
|
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
OpEx of Taxonomy- non-eligible |
| (453,273) | 93.52% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
| (484,682) | 100.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y – Yes, activity taxonomy-eligible and taxonomy-aligned with the relevant environmental objective. N – No, activity taxonomy-eligible but not taxonomy-aligned with the relevant environmental objective. N/EL – Not eligible, activity taxonomy-non-eligible for the relevant environmental objective. EL – Activity taxonomy-eligible for the relevant objective. NA – Not applicable. |
Financial year | 2023 | Substantial contribution criteria | Do No Significant Harm (DNSH) criteria | Minimum safeguards (17) | Proportion of Taxonomy-aligned (A.1.) or-eligible (A.2.) CapEx, year N-1 (18) | Category enabling activity (19) | Category transitional activity (20) | ||||||||||||
Economic activities (1) | Code(s) (2) | CapEx | Proportion of CapEx | Climate Change Mitigation | Climate Change Adaptation (6) | Water | Circular Economy | Pollution | Biodiversity (10) | Climate Change Mitigation (11) | Climate Change Adaptation (12) | Water (13) | Circular Economy | Pollution | Biodiversity (16) | ||||
In thousands of euros | In % | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | In % | E | T | ||
A. TAXONOMY-ELIGIBLE ACTIVITIES |
| ||||||||||||||||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Manufacture of batteries | CCM 3.4 | 6,464 | 0.93% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | 0.00% | E |
|
Manufacture of automotive and mobility components | CCM 3.18 | 68,104 | 9.84% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | NA |
E |
|
Installation, maintenance and repair of renewable energy technologies | CCM 7.6 | 4,734 | 0.68 % | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | 0.11% |
| T |
Data-driven solutions for GHG emission reductions | CCM 8.2 | 7,133 | 1.03% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | NA | E |
|
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1.) |
| 86,435 | 12.49% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 0.11% |
|
|
Of which enabling |
| 81,701 | 11.81% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 0.00% | E |
|
Of which transitional |
| 4,734 | 0.68% |
|
|
|
|
|
| Y | Y | Y | Y | Y | Y | Y | 0.11% |
| T |
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
| EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL |
|
|
|
|
|
|
|
|
|
|
Manufacture of equipment for the production and use of hydrogen | CCM 3.2 | 122,309 | 17.67% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 5.25% |
|
|
Manufacture of batteries | CCM 3.4 | 966 | 0.14% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 2.27% |
|
|
Manufacture of automotive and mobility components | CCM 3.18 | 17,213 | 2.49% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
Transport by motorbikes, passenger cars and commercial vehicles | CCM 6.5 | 411 | 0.06% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
Installation, maintenance and repair of energy efficiency equipment | CCM 7.3 | 1,657 | 0.24% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
Acquisition and ownership of buildings | CCM 7.7 | 190 | 0.03% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 7.71% |
|
|
Provision of IT/OT data-driven solutions | CE 4.1 | 18 | 0.00% | N/EL | N/EL | N/EL | EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
CapEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2.) |
| 142,764 | 20.63% | 99.99% | 0.00% | 0.00% | 0.01% | 0.00% | 0.00% |
|
|
|
|
|
|
| 15.23% |
|
|
CapEX of taxonomy-eligible activities (A) |
| 229,199 | 33.12% | 99.99% | 0.00% | 0.00% | 0.01% | 0.00% | 0.00% |
|
|
|
|
|
|
| 15.34% |
|
|
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
CapEx of Taxonomy-non-eligible activities (B) |
| 462,841 | 66.88% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
| 692,040 | 100.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y – Yes, activity taxonomy-eligible and taxonomy-aligned with the relevant environmental objective. N – No, activity taxonomy-eligible but not taxonomy-aligned with the relevant environmental objective. N/EL – Not eligible, activity taxonomy-non-eligible for the relevant environmental objective. EL – Activity taxonomy-eligible for the relevant objective. NA - Not applicable. |
The additional Reporting tables, presenting the results of eligibility and alignment with the taxonomy of Plastic Omnium’s activities, are presented below.
Taxonomy indicators on turnover should be read in close conjunction with Note 3 "Segment information" to the consolidated financial statements (section 5), namely:
In thousands of euros | Economic turnover | Consolidated turnover |
---|---|---|
Total Group | 11,398,536 | 10,314,065 |
| Proportion of economic turnover / | |
Aligned | Eligible | |
Climate Change Mitigation (5) | 21.49% | 25.16% |
Climate Change Adaptation (6) | 0.00% | 0.00% |
Water (7) |
| 0.00% |
Circular Economy (8) |
| 0.00% |
Pollution (9) |
| 0.00% |
Biodiversity (10) |
| 0.00% |
The increase in eligible turnover reported, from 18.6% in 2022 (CCM activities 3.2, 3.3, 3.4) to 25.2% in 2023 (CCM activities 3.2, 3.3, 3.4 and 3.18) is mainly due to the increase in the number of products equipping low-carbon vehicles due to the growth of this market.
The creation of category 3.18 means that certain activities declared in category 3.3 last year are declared in activity 3.18 this year because they meet the criteria of this new activity.
In addition, the alignment rate shows a significant increase, from 2.5% in 2022 to 21.5% in 2023. This increase is linked to the change in the “Pollution” DNSH regulation between fiscal years 2022 and 2023. As part of the assessment of the alignment with the European taxonomy for the 2023 fiscal year, analysis of the “Pollution” DNSH takes into account a particularly strict and prudent analysis.
| Proportion of consolidated turnover / | |
Aligned | Eligible | |
Climate Change Mitigation (5) | 20.71% | 24.14% |
Climate Change Adaptation (6) | 0.00% | 0.00% |
Water (7) |
| 0.00% |
Circular Economy (8) |
| 0.00% |
Pollution (9) |
| 0.00% |
Biodiversity (10) |
| 0.00% |
The increase in eligible turnover reported, from 17.8% in 2022 (CCM activities 3.2, 3.3, 3.4) to 24.1% in 2023 (CCM activities 3.2, 3.3, 3.4 and 3.18) is mainly due to the increase in the number of products equipping low-carbon vehicles due to the growth of this market.
The creation of category 3.18 means that certain activities declared in category 3.3 last year are declared in activity 3.18 this year because they meet the criteria of this new activity.
In addition, the alignment rate shows a significant increase, from 2.3% in 2022 to 20.7% in 2023. This increase is linked to the change in the “Pollution” DNSH regulation between fiscal years 2022 and 2023. As part of the assessment of the alignment with the European taxonomy for the 2023 fiscal year, analysis of the “Pollution” DNSH takes into account a particularly strict and prudent analysis.
| Proportion of CapEx / Total CapEx | |
---|---|---|
Aligned | Eligible | |
Climate Change Mitigation (5) | 16.99% | 39.16% |
Climate Change Adaptation (6) | 0.00% | 0.00% |
Water (7) |
| 0.00% |
Circular Economy (8) |
| 0.00% |
Pollution (9) |
| 0.00% |
Biodiversity (10) |
| 0.00% |
Eligible CapEx reported in 2023 remained stable compared to those reported in 2022.
The creation of the new category 3.18 means that certain activities declared in category 3.3 last year are declared in activity 3.18 this year because they meet the criteria of this new activity.
In addition, the alignment rate shows a significant increase, from 4.0% in 2022 to 17.0% in 2023. This increase is linked to the change in the “Pollution” DNSH regulation between fiscal years 2022 and 2023. As part of the assessment of the alignment with the European taxonomy for the 2023 fiscal year, analysis of the “Pollution” DNSH takes into account a particularly strict and prudent analysis.
The “Taxonomy OpEx” including low-carbon activities accounted for 4.9% in 2023 compared to 5.4% in 2022 (therefore <10% considered as the materiality threshold) of the Group’s operating expenses (cost of goods and services sold, research and development expenses, selling costs, overheads and other operating expenses). See the relevant note in the consolidated financial statements (section 5).
In the same way, despite its non-materiality, the Group calculated the portion of eligibility and alignment for this indicator.
| Total | Total Eligible OpEx Group Proposal | Total Activity 3.2 | Total Eligible OpEx Activity 3.2 | Total Activity 3.3 | Total Eligible OpEx Activity 3.3 | Total Activity 3.4 | Total Eligible OpEx Activity 3.4 | Total Activity 3.18 | Total Eligible OpEx Activity 3.18 | Total Activity 8.2 | Total Eligible OpEx Activity 8.2 | ||||||
Amounts | % | Amounts | % | Amounts | % | Amounts | % | Amounts | % | Amounts | % | |||||||
Lease expenses other than IFRS 16 | (16,983) | (16,983) | 100.0% | 15 | 15 | 100.0% | (12,024) | (12,024) | 100.0% | (494) | (494) | 100.0% | (4,479) | (4,479) | 100.0% | 0 | 0 | 0.0% |
Costs of maintenance, repair and upkeep of assets | (174,746) | (42,183) | 24.1% | (253) | (61) | 24.1% | (109,148) | (26,348) | 24.1% | (525) | (127) | 24.1% | (64,820) | (15,647) | 24.1% | 0 | 0 | 0.0% |
Innovation and other non-capitalized R&D costs | (292,953) | (13,527) | 4.6% | (3,475) | 609 | -17.5% | (226,577) | (2,911) | 1.3% | (10,926) | (9,132) | 83.6% | (47,493) | 0 | 0.0% | (4,482) | (2,093) | 46.7% |
Elements retained in "OpEx Taxonomy" (A) | (484,682) | (72,693) | 15.0% | (3,713) | 563 | -15.2% | (347,749) | (41,282) | 11.9% | (11,945) | (9,753) | 81.6% | (116,792) | (20,126) | 17.2% | (4,482) | (2,093) | 46.7% |
Total OPEX (B) | (9,936,217) |
|
| (45,411) |
|
| (6,426,630) |
|
| (64,836) |
|
| (3,392,365) |
|
| (6,975) |
|
|
Proportion % (A)/(B) | 4.9% |
|
| 8.2% |
|
| 5.4% |
|
| 18.4% |
|
| 3.4% |
|
| 64.3% |
|
|
| Proportion of OpEx / Total OpEx | |
Aligned | Eligible | |
Climate Change Mitigation (5) | 12.73% | 15.00% |
Climate Change Adaptation (6) | 0.00% | 0.00% |
Water (7) |
| 0.00% |
Circular Economy (8) |
| 0.00% |
Pollution (9) |
| 0.00% |
Biodiversity (10) |
| 0.00% |
Eligible OpEx reported in 2023 remained stable compared to those reported in 2022.
The creation of the new category 3.18 means that certain activities declared in category 3.3 last year are declared in activity 3.18 this year because they meet the criteria of this new activity.
In addition, the alignment rate shows a significant increase, from 1.6% in 2022 to 12.7% in 2023. This increase is linked to the change in the “Pollution” DNSH regulation between fiscal years 2022 and 2023. As part of the assessment of the alignment with the European taxonomy for the 2023 fiscal year, analysis of the “Pollution” DNSH takes into account a particularly strict and prudent analysis.
Financial year | 2023 | Substantial contribution criteria | Do No Significant Harm (DNSH) criteria | Minimum safeguards (17) | Proportion of Taxonomy-aligned (A.1.) or -eligible (A.2.) economic turnover, year N-1 | Category enabling activity (19) | Category transitional activity (20) | ||||||||||||
Economic activities (1) | Code(s) (2) | Economic turnover | Proportion of Economic turnover | Climate Change Mitigation | Climate Change Adaptation (6) | Water | Circular Economy | Pollution | Biodiversity (10) | Climate Change Mitigation (11) | Climate Change Adaptation (12) | Water (13) | Circular Economy | Pollution | Biodiversity (16) | ||||
In thousands of euros | In % | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | In % | E | T | ||
A. TAXONOMY-ELIGIBLE ACTIVITIES | |||||||||||||||||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Manufacture of low carbon technologies for transport | CCM 3.3 | 1,148,493 | 10.08% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | 2.46% | E |
|
Manufacture of batteries | CCM 3.4 | 29,795 | 0.26% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | 0.00% | E |
|
Manufacture of automotive and mobility components | CCM 3.18 | 1,271,607 | 11.16% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | NA | E |
|
Economic turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1.) |
| 2,449,895 | 21.49% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 2.46% |
|
|
Of which enabling |
| 2,449,895 | 21.49% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 2.46% | E |
|
Of which transitional |
| 0 | 0.00% |
|
|
|
|
|
| Y | Y | Y | Y | Y | Y | Y | 0.00% |
| T |
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
| EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL |
|
|
|
|
|
|
|
|
|
|
Manufacture of equipment for the production and use of hydrogen | CCM 3.2 | 17,973 | 0.16% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 0.06% |
|
|
Manufacture of low carbon technologies for transport | CCM 3.3 | 214,709 | 1.88% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 15.96% |
|
|
Manufacture of batteries | CCM 3.4 | 4,452 | 0.04% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 0.08% |
|
|
Manufacture of automotive and mobility components | CCM 3.18 | 181,332 | 1.59% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
Economic turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
| 418,467 | 3.67% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
|
|
|
|
|
|
| 16.10% |
|
|
Economic turnover of taxonomy-eligible activities (A) |
| 2,868,362 | 25.16% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
|
|
|
|
|
|
| 18.56% |
|
|
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
Economic turnover of Taxonomy-non-eligible activities (B) |
| 8,530,174 | 74.84% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
| 11,398,536 | 100.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y – Yes, activity taxonomy-eligible and taxonomy-aligned with the relevant environmental objective. N – No, activity taxonomy-eligible but not taxonomy-aligned with the relevant environmental objective. N/EL – Not eligible, activity taxonomy-non-eligible for the relevant environmental objective. EL – Activity taxonomy-eligible for the relevant objective. NA - Not applicable. |
|
Financial year | 2023 | Substantial contribution criteria | Do No Significant Harm (DNSH) criteria | Minimum safeguards (17) | Proportion of Taxonomy-aligned (A.1.) or -eligible (A.2.) consolidated turnover, year N-1 (18) | Category enabling activity | Category transitional activity (20) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic activities (1) | Code(s) (2) | Consolidated turnover | Proportion of consolidated turnover | Climate Change Mitigation | Climate Change Adaptation | Water | Circular Economy | Pollution | Biodiversity (10) | Climate Change Adaptation (12) | Water | Circular Economy | Pollution | Biodiversity (16) | ||||
In thousands of euros | In % | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | In % | E | T | ||
A. TAXONOMY-ELIGIBLE ACTIVITIES |
| |||||||||||||||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Manufacture of low carbon technologies for transport | CCM 3.3 | 1,047,020 | 10.15% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | 2.31% | E |
|
Manufacture of batteries | CCM 3.4 | 29,795 | 0.29% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | 0.00% | E |
|
Manufacture of automotive and mobility components | CCM 3.18 | 1,059,141 | 10.27% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | NA | E |
|
Consolidated turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
| 2,135,956 | 20.71% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | 2.31% |
|
|
Of which enabling |
| 2,135,956 | 20.71% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | 2.31% | E |
|
Of which transitional |
| 0 | 0.00% |
|
|
|
|
|
| Y | Y | Y | Y | Y | Y | 0.00% |
| T |
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
| EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL |
|
|
|
|
|
|
|
|
|
Manufacture of equipment for the production and use of hydrogen | CCM 3.2 | 12,540 | 0.12% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
| 0.03% |
|
|
Manufacture of low carbon technologies for transport | CCM 3.3 | 211,461 | 2.05% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
| 15.33% |
|
|
Manufacture of batteries | CCM 3.4 | 4,452 | 0.04% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
| 0.08% |
|
|
Manufacture of automotive and mobility components | CCM 3.18 | 125,345 | 1.22% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
| NA |
|
|
Consolidated turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
| 353,798 | 3.43% | 100.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
|
|
|
|
|
| 15.44% |
|
|
Consolidated turnover of taxonomy-eligible activities (A) |
| 2,489,754 | 24.14% | 100.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
|
|
|
|
|
| 17.75% |
|
|
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | ||||||||||||||||||
Consolidated turnover of Taxonomy-non-eligible activities (B) |
| 7,824,311 | 75.86% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
| 10,314,065 | 100.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y – Yes, activity taxonomy-eligible and taxonomy-aligned with the relevant environmental objective. N – No, activity taxonomy-eligible but not taxonomy-aligned with the relevant environmental objective. N/EL – Not eligible, activity taxonomy-non-eligible for the relevant environmental objective. EL – Activity taxonomy-eligible for the relevant objective. NA - Not applicable. |
Financial year | 2023 | Substantial contribution criteria | Do No Significant Harm (DNSH) criteria |
|
|
|
| ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic activities (1) | Code(s) (2) | OpEx | Proportion of OpEx | Climate Change Mitigation | Climate Change Adaptation (6) | Water | Circular Economy | Pollution | Biodiversity (10) | Climate Change Mitigation (11) | Climate Change Adaptation (12) | Water (13) | Circular Economy | Pollution | Biodiversity (16) | Minimum safeguards (17) | Proportion of Taxonomy-aligned (A.1.) | Category enabling activity (19) | Category transitional activity (20) |
In thousands of euros | In % | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | In % | E | T | ||
A. TAXONOMY-ELIGIBLE ACTIVITIES |
| ||||||||||||||||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Manufacture of low carbon technologies for transport | CCM 3.3 | (34,368) | 7.09% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | 1.55% | E |
|
Manufacture of batteries | CCM 3.4 | (8,485) | 1.75% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | 0.00% | E |
|
Manufacture of automotive and mobility components | CCM 3.18 | (16,755) | 3.46% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | NA | E |
|
Data-driven solutions for GHG emission reductions | CCM 8.2 | (2,093) | 0.43% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | NA | E |
|
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1.) |
| (61,701) | 12.73% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 1.55% |
|
|
Of which enabling |
| (61,701) | 12.73% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 1.55% | E |
|
Of which transitional |
| (0) | 0.00% |
|
|
|
|
|
| Y | Y | Y | Y | Y | Y | Y | 0.00% |
| T |
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
| EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL |
|
|
|
|
|
|
|
|
|
|
Manufacture of equipment for the production and use of hydrogen | CCM 3.2 | 563 | -0.12% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 2.39% |
|
|
Manufacture of low carbon technologies for transport | CCM 3.3 | (6,915) | 1.43% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 8.78% |
|
|
Manufacture of batteries | CCM 3.4 | (1,268) | 0.26% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 2.33% |
|
|
Manufacture of automotive and mobility components | CCM 3.18 | (3,371) | 0.70% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
OpEx of taxonomy-eligible but not environmentally sustainable activities |
| (10,991) | 2.27% | 100.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
|
|
|
|
|
|
| 13.50% |
|
|
OPEX of taxonomy-eligible activities (A) |
| (72,692) | 15.00% | 100.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
|
|
|
|
|
|
| 15.05% |
|
|
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
OpEx of Taxonomy-non-eligible activities (B) |
| (411,990) | 85.00% |
|
|
|
|
|
|
| |||||||||
Total (A + B) |
| (484,682) | 100.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y – Yes, activity taxonomy-eligible and taxonomy-aligned with the relevant environmental objective. N – No, activity taxonomy-eligible but not taxonomy-aligned with the relevant environmental objective. N/EL – Not eligible, activity taxonomy-non-eligible for the relevant environmental objective. EL – Activity taxonomy-eligible for the relevant objective. NA - Not applicable. |
|
Financial year | 2023 | Substantial contribution criteria | Do No Significant Harm (DNSH) criteria | Minimum safeguards (17) | Proportion of Taxonomy- | Category enabling activity | Category transitional activity | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic activities (1) | Code(s) (2) | CapEx (3) | Proportion of CapEx (4) | Climate Change Mitigation | Climate Change Adaptation (6) | Water | Circular Economy | Pollution | Biodiversity (10) | Climate Change Mitigation (11) | Climate Change Adaptation (12) | Water (13) | Circular Economy | Pollution | Biodiversity (16) | ||||
In thousands of euros | In % | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | Y; N | In % | E | T | ||
A. Taxonomy-eligible activities | |||||||||||||||||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
| |||||||||
Manufacture of low carbon technologies for transport | CCM 3.3 | 31,168 | 4.50% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | 3.86% | E |
|
Manufacture of batteries | CCM 3.4 | 6,464 | 0.93% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | 0.00% | E |
|
Manufacture of automotive and mobility components | CCM 3.18 | 68,104 | 9.84% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | NA | E |
|
Installation, maintenance and repair of renewable energy technologies | CCM 7.6 | 4,734 | 0.68% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | 0.11% |
| T |
Data-driven solutions for GHG emission reductions | CCM 8.2 | 7,133 | 1.03% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | Y | Y | NA | E |
|
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
| 117,603 | 16.99% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 3.97% |
|
|
Of which enabling |
| 112,869 | 16.31% | 100% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | Y | Y | Y | Y | Y | Y | Y | 3.86% | E |
|
Of which transitional |
| 4,734 | 0.68% |
|
|
|
|
|
| Y | Y | Y | Y | Y | Y | Y | 0.11% |
| T |
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
| EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL | EL; N/EL |
|
|
|
|
|
|
|
|
|
|
Manufacture of equipment for the production and use of hydrogen | CCM 3.2 | 122,309 | 17.67% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 5.36% |
|
|
Manufacture of low carbon technologies for transport | CCM 3.3 | 10,614 | 1.53% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 21.86% |
|
|
Manufacture of batteries | CCM 3.4 | 966 | 0.14% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| 2.27% |
|
|
Manufacture of automotive and mobility components | CCM 3.18 | 17,213 | 2.49% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
Transport by motorbikes, passenger cars and commercial vehicles | CCM 6.5 | 411 | 0.06% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
Installation, maintenance and repair of energy efficiency equipment | CCM 7.3 | 1,657 | 0.24% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
Acquisition and ownership of buildings | CCM 7.7 | 190 | 0.03% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
Provision of IT/OT data-driven solutions | CE 4.1 | 18 | 0.00% | N/EL | N/EL | N/EL | EL | N/EL | N/EL |
|
|
|
|
|
|
| NA |
|
|
CapEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
| 153,378 | 22.16% | 99.99% | 0.00% | 0.00% | 0.01% | 0.00% | 0.00% |
|
|
|
|
|
|
| 29.49% |
|
|
CaPEX of taxonomy-eligible activities (A) |
| 270,982 | 39.16% | 99.99% | 0.00% | 0.00% | 0.01% | 0.00% | 0.00% |
|
|
|
|
|
|
| 33.46% |
|
|
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
CapEx of Taxonomy non-eligible activities (B) | 421,058 | 60.84% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total A + B |
| 692,040 | 100.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y – Yes, activity taxonomy-eligible and taxonomy-aligned with the relevant environmental objective. N – No, activity taxonomy-eligible but not taxonomy-aligned with the relevant environmental objective. N/EL – Not eligible, activity taxonomy-non-eligible for the relevant environmental objective. EL – Activity taxonomy-eligible for the relevant objective. NA – Not applicable. |
| 2021 | 2022 | 2023 |
---|---|---|---|
FR1: Workplace accident frequency rate with lost time in number of accidents per million hours worked | 0.54 | 0.70 | 0.78 |
FR2: Workplace accident frequency rate, with and without lost time in number of accidents per million hours worked | 0.80 | 1.18 | 1.02 |
SR: Severity rate of workplace accidents in number of days lost per thousand hours worked | 0.03 | 0.01 | 0.03 |
| 2021 | 2022 | 2023 |
---|---|---|---|
Number of first aid cases | 1,018 | 903 | 994 |
Number of workplace accidents without lost time | 12 | 26 | 19 |
Number of workplace accidents with lost time | 31 | 38 | 53 |
Number of days of workplace accident-related lost time | 1,223 | 767 | 2,091 |
|
| 2021 |
| 2022 |
| 2023 |
---|---|---|---|---|---|---|
Permanent employment contracts | 20,872 | 83% | 28,322 | 82% | 28,442 | 84% |
Fixed-term employment contracts | 931 | 4% | 1,898 | 6% | 1,449 | 4% |
Registered employees | 21,803 |
| 30,220 |
| 29,891 |
|
Temporary | 3,243 | 13% | 4,236 | 12% | 4,092 | 12% |
Total employees (registered and temporary) | 25,046 |
| 34,456 |
| 33,983 |
|
| Permanent employment contract | Fixed-term employment contract | Total registered | Temporary | Total |
---|---|---|---|---|---|
France | 3,004 | 12 | 3,016 | 442 | 3,458 |
Western Europe excluding France | 6,586 | 507 | 7,093 | 1,095 | 8,188 |
Eastern Europe | 6,642 | 748 | 7,390 | 840 | 8,230 |
North America | 7,377 | 20 | 7,397 | 506 | 7,903 |
South America | 1,125 | 1 | 1,126 | 115 | 1,241 |
Africa | 1,112 | 107 | 1,219 | 99 | 1,318 |
Asia | 2,596 | 54 | 2,650 | 995 | 3,645 |
Total | 28,442 | 1,449 | 29,891 | 4,092 | 33,983(1) |
|
| 2021 | 2022 | 2023 |
---|---|---|---|
Managers hired | 600 | 1,054 | 1,268 |
Non-managers hired | 2,663 | 4,108 | 4,966 |
Total | 3,263 | 5,162 | 6,234 |
| 2021 | 2022 | 2023 |
---|---|---|---|
Redundancies | 361 | 160 | 483 |
Terminations for other reasons | 1,066 | 1,471 | 1,593 |
Other departures | 1,930 | 2,207 | 3,401 |
Total | 3,357 | 3,838 | 5,477 |
In thousands of euros | 2021 | 2022 | 2023 |
---|---|---|---|
Wages and salaries | (791,816) | (929,585) | (1,155,626) |
Payroll taxes | (233,487) | (274,187) | (320,719) |
Non-discretionary profit-sharing | (14,873) | (17,582) | (20,502) |
Pension and other post-employment benefit costs | (4,520) | (3,173) | (1,837) |
Share-based payments | (2,086) | (1,600) | (781) |
Other employee benefits expenses | (42,700) | (50,272) | (54,156) |
Total personnel costs excluding temporary staff costs | (1,089,482) | (1,270,053) | (1,549,947) |
Temporary staff costs | (93,198) | (117,857) | (156,777) |
Total personnel costs including temporary staff costs | (1,182,680) | (1,387,910) | (1,706,724) |
| 2021 | 2022 | 2023 |
---|---|---|---|
Employees working in shifts | 13,947 | 14,194 | 18,028 |
of which employees working only nights | 1,148 | 1,146 | 1,313 |
of which employees working only weekends | 98 | 91 | 120 |
Part-time employees | 422 | 422 | 421 |
| 2021 | 2022 | 2023 |
---|---|---|---|
Hours worked per week | From 35 to 48 hours | From 35 to 48 hours | Between 35 and 48 hours |
Overtime (full-time equivalent) | 935 | 937 | 1,239 |
| 2021 | 2022 | 2023 |
---|---|---|---|
France | 24% | 20% | 20% |
Western Europe excluding France | 9% | 12% | 17% |
Eastern Europe | 5% | 3% | 14% |
North America | 5% | 5% | 20% |
South America and Africa | 5% | 21% | 22% |
Asia | 17% | 10% | 27% |
Total | 10% | 11% | 19% |
| 2021 | 2022 | 2023 |
---|---|---|---|
Existing committees | 181 | 183 | 218 |
of which Works Councils | 70 | 70 | 95 |
Other committees (training, etc.) | 85 | 85 | 114 |
Number of trade unions represented | 37 | 34 | 67 |
Number of Company agreements signed during the year | 248 | 215 | 244 |
Agreements on health and safety at work | 21 | 12 | 16 |
Percentage of employees covered by a collective agreement | 58% | 56% | 58% |
In thousands of euros | 2021 | 2022 | 2023 |
---|---|---|---|
Contribution to Works Council employee welfare programs over the year in France | 822 | 830 | 953 |
In metric tons | 2021 | 2022 | 2023 |
---|---|---|---|
New plastics | 258,752 | 283,658 | 317,407 |
Blank composites | 7,011 | 6,879 | 8,284 |
Recycled plastics | 5,927 | 7,388 | 9,626 |
Total plastics | 271,690 | 297,925 | 335,317 |
In metric tons | 2021 | 2022 | 2023 |
---|---|---|---|
Paints | 6,041 | 5,549 | 5,803 |
Solvents | 6,402 | 7,523 | 8,090 |
Total | 12,443 | 13,072 | 13,893 |
In order to reduce VOCs, incinerators have been installed at the end of the paintwork-station production lines. These installations ensure that the Group complies with applicable standards relating to VOC emissions.
In metric tons | 2021 | 2022 | 2023 |
---|---|---|---|
VOC | 1,155 | 1,338 | 1,478 |
Water is a raw material, mainly used to cool circuits. To do so, it is consumed preferably through a closed loop in order to limit the total volume consumed.
Waste water is water used in painting processes, where it is reprocessed, and the paint sludge enters the waste management circuits in compliance with sanitary water regulations.
| 2021 | 2022 | 2023 |
---|---|---|---|
Annual consumption (in m3) | 1,007,006 | 1,138,953 | 1,404,887 |
Consumption (in l/kg of materials purchased) | 3.406 | 3.528 | 4.021 |
Water discharges (in m3) | 748,724 | 848,136 | 1,192,380 |
Group | 2021 | 2022 | 2023 |
---|---|---|---|
Group scope 2 CO2 emissions (t eq CO2) | 291,907 | 296,988 | 341,218 |
|
| 2021 |
| 2022 |
| 2023 |
---|---|---|---|---|---|---|
ISO 50001 certified sites | 41 | 37% | 50 | 40% | 55 | 44% |
ISO 14001 certified sites | 103 | 94% | 112 | 90% | 113 | 92% |
ISO 45001 certified sites | 80 | 73% | 88 | 71% | 89 | 71% |
The reporting scope aims to represent all the businesses of Compagnie Plastic Omnium SE. For 2023, the corporate, social and environmental reporting covers all of the IFRS 2023 revenue of Compagnie Plastic Omnium SE.
The water and energy consumption of advanced supplier stores (MAF) managed by Intelligent Exterior Systems and Clean Energy Systems are also taken into account, as well as the resulting CO2 emissions.
The Group has seven Installations Classified for the Protection of the Environment (ICPE) subject to authorization, one ICPE subject to registration and two ICPE subject to declaration. These installations are included in the Group’s HSE scope.
1.1 Employees by type of contract and temporary employees at December 31, 2022 include all the legal entities in the management accounts’ consolidation scope.
1.2 Likewise, registered employees are broken down by gender, by operators/employees/managers, as well as by age group, and temporary employees are included in all of the legal entities in the scope of consolidation.
1.3 R&D indicators (number of sites, number of R&D employees) are calculated on the basis of the IFRS scope.
Changes in consolidation scope:
For social reporting, indicators are reported as of the establishment or consolidation of the site. This concerns headcount, absenteeism, and the breakdown of women by socio-professional category. For other indicators, a specific comment is made if necessary.
Concerning the HSE scope, the procedures for incorporating newly created or acquired entities and excluding entities closed or sold during the year remain unchanged. In 2022, ten new sites (11) from the Lighting division were integrated during the reporting period. The fiscal year 2023 marks the first complete fiscal year for these sites, which could affect the Group's results.
All indicators are calculated on the IFRS scope and given for two or three years to enable comparability. The values presented are generally rounded: the amounts thus rounded may present a non-material difference compared to the total published.
HSE / Climate indicators
HSE / climate indicators are consolidated from January 1 to November 30, 2023 and extrapolated to December 31, with the exception of scope 3 emissions and the number of ISO 14001 and ISO 50001-certified sites, which are consolidated from January to the end of December.
The emission factors used to calculate CO2 scope 2 emissions (indirect emissions related to the use of electricity) based on the Location-Based methodology resulting from electricity consumption are those of ADEME for France and the IEA (International Energy Agency) for all other countries; 2021 data. Emission factors used to calculate Market-Based CO2 emissions resulting from electricity consumption come from the IEA & RE‑DISS Residual Mix for European countries. For the other continents, in the absence of Market-Based emission factors, the IEA Location-Based emission factors are used.
HR / Social indicators
HR / social indicators are consolidated from January 1 to December 31, 2023, with the exception of:
A specific reporting protocol for the HSE and Human Resources departments was developed and provides information about the collection and validation procedure as well as definitions for the indicators identified, in a single document. This protocol is sent to all contributors and validators of non-financial data; this document can be made available to the reader upon request. This data is collected in the Group’s non-financial reporting software.
For the 2023 fiscal year, procedures for reporting non-financial indicators were audited externally by PwC, Statutory Auditors. This involved site audits, based on a selection of corporate, social and environmental indicators, across 14 sites representative of the Plastic Omnium Group’s activities to check the quality and overall credibility of the reporting system.
The sites audited in 2023 are: IES Fontaine (France), IES Langres (France), IES San Luis Potosi (Mexico), IES Arevalo (Spain), IES Valencia Plant (Spain), IES Greer (United States), IES Bhamboli (India), CES Anderson (United States), CES Rayong (Thailand), CES Hansalpur (India), CES Arevalo (Spain), Modules Rastatt (Germany), Lighting Novy Jicin (Czech Republic), New Energies Genk (Belgium).
The nature of the audits and the related conclusions are presented in a specific certification at the end of this section.
The glossary of indicators may be obtained upon request from the Group Human Resources and HSE/Sustainability departments.
Sub-themes | Chapters | Pages | Key performance indicators | UN Global Compact principles | GRI indicators(1) | SASB themes(2) (automotive parts repository) | TCFD recommendations(3) | Responses to climate question |
---|---|---|---|---|---|---|---|---|
Integrated report | ||||||||
Performance Business model | 1 1 4.2 | 12 21 | FR2 Safety: 1.07 Non-financial rating - CDP: A / EcoVadis 80/100 (platinum status) Training of young people - 1,233 (work-study, VIE or internship) CO2 emissions (vs. 2022) - scopes 1 & 2: +23.6% scope 3: +10% Diversity - women in the Group: 31% / women engineers and managers: 24% Suppliers: proportion of Group purchases assessed as part of the Know your Suppliers approach, representing each division's purchasing expenditure in euros: 95% Employee commitment to sustainability - 200 Sustainability Ambassadors Taxonomy - (voluntary reporting): 25.2% of economic turnover is eligible, and 21.5% of economic turnover is aligned Proportion of electricity purchased from renewable sources: 32% Proportion of waste that is recycled or recovered: 86% |
| 201-1 201-2 102-43 | Design for fuel efficiency | GOVERNANCE a) Role of the Board of Directors in the Company’s climate governance b) Role of Management in the Company’s climate governance STRATEGY a) Descriptions of short-, medium- and long-term climate risks and opportunities INDICATORS AND OBJECTIVES a) Financial and |
C1.1b
C2.1a, C2.2a, C2.3, C2.3a, C2.4, C2.4a C2.1, |
Social stakes | ||||||||
Risk to the health and safety of people | 4.3.1.1 | 171 | Frequency rate FR1 (workplace accidents with lost time, including temporary staff): 0.79 FR2 (workplace accidents with and without lost time, including temporary staff): 1.07
Number of Top Safety training courses: 981
| Principle 1 | 403-2 403-3 |
|
|
|
Human Resources risks
Talent management and key skills
Employee engagement
Equal opportunities/
Social dialog | 4.3.1.2 | 174 | Total training hours per year and per employee: 18 hours Management turnover rate: 15.11% Absenteeism rate: 2.98% Proportion of women in the workforce: 31% Proportion of engineers and managers that are women: 24% Proportion of women in Senior Executive positions: 24% Number of workers with disabilities: 425 Number of apprentices, interns and VIE: 1,233 | Principles 1, 3 and 6 | 202-2 404-1 404-2 405-1 406 406-1
|
|
|
|
Societal stakes | ||||||||
Business ethics and tax evasion risks | 4.3.2.1 | 185 | Ethics Awareness Index: 88%(5) | Principle 10 | 102-16 102-17 205-1 205-2 205-3 207-1 | Competitive behavior |
|
|
Cyber risk – | 4.3.2.2 | 187 | External audits: sites certified or whose certifications have been renewed under the TISAX standard: 16 |
| 418 |
|
|
|
Product safety and quality risk and customer satisfaction | 4.3.2.3 | 187 | Number of R&D centers: 39 19 patent families filed Proportion of sites certified IATF 16949 (IES and CES): 95% |
| 416-1 | Product Safety |
|
|
Responsible purchasing/ | 4.3.2.4 | 189 | % of Group purchases assessed as part of the Know Your Suppliers approach, representing each division's purchasing expenditure in euros: 95% | Principles 1 to 10 | 102-16 102-17 204 308-1 308-2 407-1 408-1 409-1 412-1 414-1 414-2 | Materials sourcing |
|
|
Human rights risk | 4.3.2.5 | 191 | Proportion of sites | Principles 1 | 203-1 412-1 412-2 | Materials sourcing |
|
|
Environmental stakes | ||||||||
Risk relating to the impact of climate change on the Company's business model | 4.3.3.1 | 193 | CO2 emissions (location-based): scope 1: 81 kt CO2-eq scope 2: 397 kt CO2-eq scope 3: 32,905 kt CO2-eq Number of industrial sites equipped to generate renewable energy: 23 | Principles 7, 8 and 9 | 102-27 302-1 302-3 302-5 305-1 305-2 305-4 305-5
| Energy management | STRATEGY a) Descriptions of short-, medium- and long-term climate risks and opportunities b) Impact of climate risks and opportunities on the organization’s activities, strategy and financial planning c) Assessment of the Company’s resilience to climate risks by taking into account different climate scenarios, including a scenario of 2°C or lower RISK MANAGEMENT a) Climate risk identification and assessment process b) Climate risk management process c) Integration into the Company's risk management process INDICATORS AND OBJECTIVES a) Financial and non-financial indicators used as part of the Company’s climate strategy b) Scopes 1 and 2 and, where appropriate, scope 3 greenhouse gas emissions assessment c) Company climate objectives and results achieved in pursuit of objectives |
C2.3a, C2.4a, C3.1, C3.2, C3.2a, C3.3, C3.4
C3.2, C3.2a
C2.1,C2.1a, C2.1b, C2.2, C2.2a C2.1, C2.2 C2.1, C2.2
C4.2, C4.2a, C9.1
C6.1, C6.2, C6.3, C6.5
C4.1, C4.1a, C4.2, C4.2a |
Risk of natural/ | 4.3.3.2 | 204 | Water consumption: 4,021 l/kg of materials purchased Consumption of raw materials: 349,402 t | Principle 7 |
|
|
|
|
Eco-design and recyclability risk | 4.3.3.3 | 204 | Proportion of waste that is recycled or recovered: 86% | Principles 8, 9 | 301-1 301-2 305-5 306-5 | Materials efficiency Design for fuel efficiency |
|
|
Biodiversity risk | 4.3.3.4 | 207 | 11 priority sites for the implementation of biodiversity actions | Principle 7 | 304-1 304-2 304-3 |
|
|
|
Duty of vigilance | ||||||||
Risk mapping | 4.4 | 213 | Number of ISO 14001 certified sites: 113 Number of ISO 45001 certified sites: 89 Number of ISO 50001 certified sites: 55 | Principles 1 to 10 |
| Materials sourcing |
|
|
Assessment measures | 4.4 | 215 | Ethics Awareness Index: 88%(5) |
| 308-1 412-1 412-2 414-1 |
|
|
|
Prevention and mitigation actions | 4.4 | 217 |
|
|
|
|
|
|
Whistleblowing procedure | 4.4 | 221 | Number of alerts received and processed: 13 |
|
|
|
|
|
Monitoring systems | 4.4 | 222 | % of Group purchases assessed as part of the Know Your Suppliers approach, representing each division's purchasing expenditure in euros: 95% |
|
|
|
|
|
|
Principles of the United Nations Global Compact
|
|
Principle 1 | Supporting and respecting the protection of internationally proclaimed human rights. |
Principle 2 | Making sure that they are not complicit in human rights abuses. |
Principle 3 | Respecting freedom of association and recognizing the right to collective bargaining. |
Principle 4 | Contributing to the elimination of all forms of forced and compulsory labor. |
Principle 5 | Contributing to the effective abolition of child labor. |
Principle 6 | Contributing to the elimination of discrimination in respect of employment and occupation. |
Principle 7 | Taking a cautious approach to environmental problems. |
Principle 8 | Taking initiatives that will promote greater environmental responsibility. |
Principle 9 | Promoting the development and dissemination of environmentally-friendly technologies. |
Principle 10 | Working against corruption in all its forms, including extortion and bribery. |
(For the year ended December 31, 2023)
This is a free English translation of the report by one of the Statutory Auditors issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
To the Shareholders,
In our capacity as Statutory Auditor of the company Compagnie Plastic Omnium SE (hereinafter the “Entity”) and in response to your request, we have undertaken a limited assurance engagement on the historical information (observed or extrapolated) in the consolidated non-financial statement (hereinafter the “Information” and the “Statement”, respectively), prepared in accordance with the Entity’s procedures (hereinafter the “Guidelines”), for the year ended December 31, 2023, presented in the group management report pursuant to the legal and regulatory provisions of Articles L. 225-102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code (code de commerce).
Based on the procedures we have performed as described under the “Nature and scope of procedures” and the evidence we have obtained, nothing has come to our attention that cause us to believe that the consolidated non-financial statement is not prepared in accordance with the applicable regulatory provisions and that the Information, taken as a whole, is not presented fairly in accordance with the Guidelines.
The absence of a commonly used generally accepted reporting framework or a significant body of established practice on which to draw to evaluate and measure the Information allows for different, but acceptable, measurement techniques that can affect comparability between entities and over time.
Consequently, the Information needs to be read and understood together with the Guidelines, the significant elements of which are available on request at the head office.
The Information may be subject to uncertainty inherent to the state of scientific and economic knowledge and the quality of external data used. Some information is sensitive to the choice of methodology and the assumptions or estimates used for its preparation and presented in the Statement.
Management is responsible for:
The Statement has been prepared by the Board of Directors.
Based on our work, our responsibility is to express a limited assurance conclusion on:
As we are engaged to form an independent conclusion on the Information as prepared by management, we are not permitted to be involved in the preparation of the Information as doing so may compromise our independence.
It is not our responsibility to report on:
We performed the work described below in accordance with Articles A. 225-1 et seq. of the French Commercial Code, the professional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) applicable to such engagement, in particular the professional guidance issued by the Compagnie Nationale des Commissaires aux Comptes, Intervention du commissaire aux comptes – Intervention de l’OTI – déclaration de performance extra-financière, and acting as the verification programme and with the international standard ISAE 3000 (revised) - Assurance engagements other than audits or reviews of historical financial information.
Our independence is defined by the provisions of Article L. 821-28 of the French Commercial Code and French Code of Ethics for Statutory Auditors (Code de déontologie) of our profession. In addition, we have implemented a system of quality control including documented policies and procedures aimed at ensuring compliance with applicable legal and regulatory requirements, ethical requirements and the professional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement.
Our work engaged the skills of 7 people between October 2023 and March 2024 and took a total of 8 weeks.
We were assisted in our work by our specialists in sustainable development and corporate social responsibility. We conducted 18 interviews with people responsible for preparing the Statement, representing in particular Sustainability, HSE, Human Resources, Innovation, Legal, Cybersecurity, Quality and Client satisfaction.
We are required to plan and perform our work to address the areas where we have identified that a material misstatement of the Information is likely to arise.
The procedures we performed were based on our professional judgment. In carrying out our limited assurance engagement on the Information, we:
The procedures performed in a limited assurance review are less in extent than for a reasonable assurance opinion in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes); a higher level of assurance would have required us to carry out more extensive procedures.
Neuilly-sur-Seine, March 5th, 2024
One of the Statutory Auditors
PricewaterhouseCoopers Audit
Philippe Vincent
Partner
Aurélie Castellino-Cornetto
Sustainability Partner
In the context of its financial communication, the Group uses financial indicators based on aggregates taken from the consolidated financial statements prepared in accordance with IFRS, as adopted in the European Union.
As indicated in Note 3.1 of the consolidated financial statements at December 31, 2023, on segment information, the Group uses the notion of “economic revenue” for its operational management.
“Economic revenue” corresponds to the consolidated sales of the Group and its joint ventures and associates at their percentage stake: Yanfeng Plastic Omnium, the Chinese leader in exterior body parts, SHB Automotive modules, the leading Korean front-end module company, B.P.O. AS, a major player in the Turkish exterior equipment market, EKPO Fuel Cell Technologies, a specialist in the development and series production of fuel cells.
In thousands of euros | 2023 | 2022 |
---|---|---|
ECONOMIC REVENUE | 11,398,536 | 9,476,889 |
Of which revenue from joint ventures and associates at the Group's percentage stake | 1,084,471 | 938,779 |
CONSOLIDATED REVENUE | 10,314,065 | 8,538,110 |
In millions of euros | 2022 | 2023 | Change | Change at constant scope and exchange rates |
---|---|---|---|---|
Economic revenue | 9,477 | 11,399 | +20.3% | +13.4% |
Consolidated revenue | 8,538 | 10,314 | +20.8% | +13.4% |
Operating margin | 364 | 395 | +8.6% | - |
% of consolidated revenue | 4.3% | 3.8% | - | - |
Net result, Group share | 168 | 163 | -2.7% | - |
Investments | 351 | 482 | +37.3% | - |
% of consolidated revenue | 4.1% | 4.7% | - | - |
Free cash flow | 243 | 227 | -6.4% | - |
The Group has adapted its segment reporting to reflect Plastic Omnium's strategic roadmap. This new presentation allows for a better assessment of the contribution of the Group’s various businesses and breaks down as follows:
Plastic Omnium Industries is replaced by:
The Plastic Omnium Modules scope is unchanged and includes module design, development, and assembly activities.
2022 figures are presented using this new segment reporting basis.
By business In millions of euros | 2022 | 2023 | Change | Change at constant scope and exchange rates (Like-for-Like) |
---|---|---|---|---|
Exterior Systems | 4,210 | 5,579 | +32.5% | +16.6% |
Modules | 2,580 | 3,112 | +20.6% | +18.2% |
Powertrain | 2,687 | 2,707 | +0.8% | +3.7% |
Economic revenue | 9,477 | 11,399 | +20.3% | +13.4% |
Joint ventures | 939 | 1,084 | +15.5% | +13.1% |
Exterior Systems | 3,507 | 4,860 | +38.6% | +17.3% |
Modules | 2,347 | 2,751 | +17.2% | +18.6% |
Powertrain | 2,684 | 2,703 | +0.7% | +3.6% |
Consolidated revenue | 8,538 | 10,314 | +20.8% | +13.4% |
The strong +20.3% growth in economic revenue (+13.4% Like-for-Like) compared to 2022, reflects good industrial production momentum and the high Group order intake in recent years.
Consolidated revenue is up +20.8% (+13.4% Like-for-Like) compared to 2022. After strong growth of +35.0% in the first half of the year alongside an accelerated recovery in production, the second half of 2023 saw growth of +8.7%, in a market impacted by lower-than-expected production volumes for electric vehicles at traditional manufacturers, and the strike in the United States. In addition, consolidated revenue included a scope effect of €857 million, tied to the consolidation of Varroc Lighting Systems, AMLS Osram, Actia Power and PO-Rein, as well as a currency effect of -€201 million, notably on the US dollar, the Argentine peso and Chinese renminbi.
According to S&P Global Mobility(1), global automotive production increased by +9.7% in 2023, in a context disrupted by slowdowns in the production chain and the strike in the United States by the United Auto Workers Union at the end of the second half of 2023. In 2023, automotive production(1) increased by +7.8 million vehicles compared to 2022 to reach a total of 87.6 million. In this context, Plastic Omnium reported strong growth in 2023, outperforming the market by +3.7 points, in-line with its annual target.
By region In millions of euros | 2022 | 2023 | Change | Change at constant scope and exchange rates (Like-for-Like) | Automotive production(1) | Performance vs. automotive production |
---|---|---|---|---|---|---|
Europe | 4,594 | 5,835 | +27.0% | +16.4% | +12.2% | +4.2pts |
North America | 2,714 | 3,150 | +16.1% | +10.8% | +9.9% | +0.9pt |
China | 1,097 | 1,048 | -4.5% | +0.5% | +10.2% | -9.7pts |
Asia excluding China | 728 | 907 | +24.6% | +16.1% | +8.6% | +7.5pts |
Rest of the word* | 343 | 458 | +33.5% | - | - | - |
ECONOMIC REVENUE | 9,477 | 11,399 | +20.3% | +13.4% | +9.7% | +3.7pts |
(*) Africa and South America. |
|
|
|
|
|
|
By business In millions of euros |
| 2022 | 2023 | Change |
---|---|---|---|---|
Exterior Systems | Consolidated revenue | 3,507 | 4,860 | +38.6% |
| Operating margin | 162 | 241 | +48.5% |
| (as a % of consolidated revenue) | 4.6% | 5.0% | +0.4pt |
Modules | Consolidated revenue | 2,347 | 2,751 | +17.2% |
| Operating margin | 48 | 44 | -8.2% |
| (as a % of consolidated revenue) | 2.0% | 1.6% | -0.4pt |
Powertrain | Consolidated revenue | 2,684 | 2,703 | +0.7% |
| Operating margin | 154 | 118 | -23.3% |
| (as a % of consolidated revenue) | 5.7% | 4.4% | -1.4pt |
Other* | Operating margin | -1 | -9 | NA |
Total Group | Consolidated revenue | 8,538 | 10,314 | +20.8% |
| Operating margin | 364 | 395 | +8.6% |
| (as a % of consolidated revenue) | 4.3% | 3.8% | -0.4pt |
(*) Mainly 0P’nSoft, an embedded software development entity. |
|
|
|
In 2023, the Group’s operating margin amounted to €395 million compared to €364 million in 2022, up +8.6% or €31 million.
2023 was marked by high inflation, focused mainly on energy and wages. In this context, the Group successfully limited this impact by concluding discussions with automotive sector players. In addition, Plastic Omnium managed to contain the increase in labor costs which remain below 17% of consolidated revenue, up slightly by +0.4 points compared to 2022, highlighting productivity gains achieved.
The Exterior Systems operating margin amounted to €241 million in 2023, representing 5.0% of consolidated revenue, a solid +48.5% increase year-on-year. This performance is explained by excellent activity levels at Intelligent Exterior Systems and a clear improvement in Lighting division profitability, which enjoyed the initial rewards of the action plan implemented by the Group.
The Modules operating margin amounted to €44 million in 2023, i.e. 1.6% of consolidated revenue down -0.4 points vs. 2022. The fall in the operating margin rate is due to lower volumes in the second half of the year, linked to significant delays for electric vehicles launches. In addition, the activity was impacted by the cost of launching new sites in Eastern Europe and North America, with the initial positive effects expected in 2024.
The Powertrain operating margin amounted to €118 million in 2023, i.e. 4.4% of consolidated revenue. Internal Combustion Engine (ICE) activity within the Clean Energy Systems division continues to record a highly satisfactory margin rate, the largest of the Group’s divisions, despite a market that is gradually moving toward more electrification. Hydrogen and electrification activities, meanwhile continue to grow gradually, with investment in skills, commercial engineering, R&D and industrial capabilities, in-line with the Group’s strategic roadmap.
In millions of euros | 2022 | 2023 | Change |
---|---|---|---|
Operating margin | 364 | 395 | +8.6% |
Other operating income and expenses | -64 | -64 | NA |
Financial income and expenses | -62 | -105 | NA |
Income tax | -60 | -63 | +4.2% |
Net result | 178 | 163 | -8.1% |
Minority interests | -10 | 0 | NA |
Net result, Group share | 168 | 163 | -2.7% |
These data should be read with the consolidated financial statements for more details. |
|
|
|
Net result, Group share is €163 million (1.6% of consolidated consolidated revenue). In a context of Group transformation, the 2023 net result remains robust at a level comparable to 2022, and includes:
In millions of euros | 2022 | 2023 |
---|---|---|
EBITDA | 864 | 900 |
Operating cash flow | 666 | 649 |
Investments | 351 | 482 |
Change in WCR | -72 | +61 |
Free cash flow | 243 | 227 |
These data should be read with the consolidated financial statements for more details. |
|
|
EBITDA amounted to €900 million in 2023, representing 8.7% of consolidated revenue compared to €864 million and 10.1% of consolidated revenue in 2022, in-line with increased activity during the year.
Plastic Omnium pursued its investment policy in 2023, aimed at supporting its value proposition and fostering future growth. To this end, Group investments totaled €482 million compared to €351 million in 2022. This amount includes, in particular, as part of the Group’s deleveraging policy, real estate disposals of €54 million on the sale of sites in Belgium and Brazil.
These investments represented 4.7% of consolidated revenue, fully in-line with the Group’s target of maximum annual investment of 5% of consolidated revenue. In 2023, they include investments of full year basis made by the lighting and electrification divisions. In addition, the Group made additional investments focusing primarily on the development of the hydrogen business in-line with the significant growth in the order book, as well as on the very rapid development of a module assembly plant in Austin, Texas to meet the historic order for a major American player in electric mobility.
The change in working capital requirement was +€61 million in 2023, vs. -€72 million in 2022. The increased activity in 2023 was more than offset by better inventory management reflected by a reduction in inventories equivalent to two days of economic revenue. In addition, the Group is already enjoying the initial rewards of the action plan implemented in the Lighting division, with a decrease in trade receivables to a level similar to the other divisions.
Free cash flow totaled €227 million, or 2.2% of consolidated revenue a decrease of -6.4% compared to 2022 (€243 million, or 2.8% of consolidated revenue) reflecting the investments required for the roll-out of the strategic roadmap. All of the Group’s historical divisions, Intelligent Exterior Systems, Clean Energy Systems and Modules, generated free cash flow well above 2019 levels.
At December 31, 2023, Group net debt totaled €1,540 million compared to €1,669 million at December 31, 2022. Plastic Omnium maintains leverage of 1.7x EBITDA at the end of December 2023 vs. 1.9x EBITDA at the end of December 2022.
The Group is reducing debt while pursuing its investments policy in the growth drivers. At December 31, 2023, the Group has liquidities of €2.3 billion, comprising €475 million in available cash and €1.8 billion in confirmed, undrawn credit facilities, with an average maturity of 3 years and no covenants. In 2023, the Group repaid the remaining €159 million outstanding on the 2016 €300 million Schuldschein facility, following an initial repayment in May 2022.
After an extensive capital expenditure program in recent years, the Group’s current installed capacity is sufficient to support its future growth. As a result, investments will equal an average of 5% of revenue in the coming years, while the Group pursues its large-scale innovation program.
No event likely to have a material influence on the Group's business, financial position, results and assets as of December 31, 2023 has occurred since the closing date.
In 2024, the automotive production market is expected to decline slightly, by an estimated -0.7% according to S&P(2), in an environment marked by a more gradual transition to decarbonized mobility than expected, an uncertain inflationary environment and interest rates that should remain high.
Driven by a very solid order intake in recent years, reflecting the renewed commitment of its customers, Plastic Omnium aims to outperform global automotive production(1) in 2024.
Furthermore, the Group aims to improve all its financial aggregates (operating margin, net result Group share, free cash flow and net debt) compared to 2023, with a controlled increase in investments.
Finally, Plastic Omnium will continue to roll-out its strategic projects while remaining focused on its operational management through:
On March 1, 2024, S&P Global Ratings assigned a Long-Term Credit rating of BB+, with a “stable” outlook. This long-term credit rating will support the Group in further diversifying its sources of funding, enhancing access to capital markets, and managing debt maturities in line with the Group strategy.
On March 7, 2024, Plastic Omnium announced the successful issue of a €500 million bond due March 2029 with a coupon of 4.875%. The orderbook, more than three times subscribed, confirms Plastic Omnium creditworthiness for investors and the Group long term strategy. The proceeds of this issue will be used for the Group’s general corporate purposes.
In thousands of euros | Notes | December 31, 2023 | December 31, 2022 restated(1) |
---|---|---|---|
ASSETS |
|
|
|
Goodwill | 5.1.1 | ||
Other intangible assets | 5.1.2 | ||
Property, plant, equipment and investment property | 5.1.3 | ||
Investments in associates and joint ventures | 5.1.4 | ||
Non-consolidated investments and convertible bonds |
| ||
Non-current financial assets | 5.1.5 | ||
Deferred tax assets | 5.1.8 | ||
Total non-current assets |
| ||
Inventories | 5.1.6 | ||
Trade receivables | 5.1.7.2 | ||
Other receivables | 5.1.7.3 | ||
Customer financing and other financial receivables |
| ||
Hedging instruments |
| ||
Cash and cash equivalents | 5.1.9 | ||
Total current assets |
| ||
Assets held for sale | 2.2.4 | ||
Total assets |
| ||
SHAREHOLDERS’ EQUITY AND LIABILITIES |
|
|
|
Capital | 5.2.1.1 | ||
Treasury stock |
| ( | ( |
Additional paid-in capital |
| ||
Consolidated reserves |
| ||
Net income for the period |
| ||
Equity attributable to owners of the parent |
| ||
Attributable to non-controlling interests |
| ||
Total shareholders’ equity |
| ||
Non-current borrowings | 5.2.6.7 | ||
Provisions for pensions and other post-employment benefits | 5.2.5 | ||
Provisions | 5.2.4 | ||
Non-current government grants |
| ||
Deferred tax liabilities | 5.1.8 | ||
Total non-current liabilities |
| ||
Bank overdrafts | 5.1.9.2 | ||
Current borrowings and financial debt | 5.2.6.7 | ||
Hedging instruments |
| ||
Provisions for liabilities and expenses | 5.2.4 | ||
Current government grants |
| ||
Trade payables | 5.2.8.1 | ||
Other operating liabilities | 5.2.8.2 | ||
Total current liabilities |
| ||
Total shareholders’ equity and liabilities |
| ||
|
In thousands of euros | Notes | 2023 | % | 2022 | % |
---|---|---|---|---|---|
Consolidated sales (revenue) |
| 100.0% | 100.0% | ||
Cost of goods and services sold | 4.2 | ( | -89.0% | ( | -88.8% |
Gross profit |
| 11.0% | 11.2% | ||
Research and Development costs | 4.1 - 4.2 | ( | -2.9% | ( | -3.2% |
Selling costs | 4.2 | ( | -0.6% | ( | -0.6% |
Administrative expenses | 4.2 | ( | -3.9% | ( | -3.5% |
Operating margin before amortization of intangible assets acquired in business combinations and before share of profit (loss) of associates and joint ventures |
| 3.7% | 3.9% | ||
Amortization of intangible assets acquired in business combinations | 4.4 | ( | -0.2% | ( | -0.2% |
Share of profit (loss) of associates and joint ventures | 4.5 | 0.4% | 0.5% | ||
Operating margin |
| 3.8% | 4.3% | ||
Other operating income | 4.6 | 0.2% | 0.2% | ||
Other operating expenses | 4.6 | ( | -0.8% | ( | -1.0% |
Borrowing costs | 4.7 | ( | -1.0% | ( | -0.8% |
Other financial income and expenses | 4.7 | 0.0% | 0.1% | ||
Profit from continuing operations before income tax and after share of profit (loss) of associates |
| 2.2% | 2.8% | ||
Income tax | 4.8 | ( | -0.6% | ( | -0.7% |
Net profit (loss) |
| 2% | 2.1% | ||
Net profit (loss) attributable to non-controlling interests | 4.9 | ( | -0.0% | 0.1% | |
Net profit (loss) attributable to owners of the parent company |
| 1.6% | 2.0% | ||
Earnings per share attributable to owners of the parent company | 4.10 |
|
|
|
|
|
|
|
| ||
|
|
|
|
In thousands of euros | December 31, 2023 | December 31, 2022 | ||||
---|---|---|---|---|---|---|
Total | Gross | Tax | Total | Gross | Tax | |
Net profit (loss) for the period attributable to owners of the parent(1) | ( | ( | ||||
Reclassified to the income statement | ( | ( | ( | ( | ||
Reclassified in the period | ( | ( | ||||
Cash-flow hedges | ( | ( | ||||
Reclassified at a later date | ( | ( | ( | |||
Translation differences | ( | ( | ||||
Cash-flow hedges | ( | ( | ( | |||
Gains (losses) for the period – Exchange rate instruments | ( | ( | ( | |||
Cannot be reclassified to the income statement at a later date | ( | |||||
Actuarial gains (losses) relating to defined-benefit plans | ( | ( | ( | |||
Revaluation of long-term investments in equity instruments and funds | ( | ( | ||||
Revaluation due to hyperinflation in Argentina and in Turkey | ||||||
Other changes | ( | |||||
Total gains and losses recognized directly in equity attributable to owners of the parent company | ( | ( | ( | |||
Net profit (loss) and gains and losses recognized directly in equity attributable to owners | ( | ( | ||||
Net profit (loss) for the period attributable to non-controlling interests | ( | ( | ( | |||
Reclassified to the income statement | ( | ( | ||||
Reclassified at a later date | ( | ( | ||||
Exchange differences on translating foreign operations | ( | ( | ||||
Total gains and losses recognized directly in equity – Non-controlling interests | ( | ( | ||||
Net profit (loss) and gains and losses recognized directly in equity – Non-controlling interests | ( | ( | ( | ( | ||
Net profit (loss) and gains and losses recognized directly in equity | ( | ( | ||||
(1) (2) Regarding the “Net profit (loss)” and the “Net comprehensive income” attributable to owners of the parent company for the two periods ended |
In thousands of euros In thousand units for the number of shares | Number of shares | Capital | Capital reserve | Treasury stock | Other | Translation differences | Net profit for the period | Shareholders’ equity | Total Shareholders’ equity | |
---|---|---|---|---|---|---|---|---|---|---|
Attributable to owners of the parent | Attributable to non- | |||||||||
Shareholders' equity published at December 31, 2021 | ( | ( | ||||||||
Appropriation of net profit at December 31, 2021 | - | ( | ||||||||
Net profit at December 31, 2022 | - | |||||||||
Total gains and losses recognized directly in equity(1) | - | |||||||||
Net profit (loss) and gains and losses recognized directly in equity | - | |||||||||
Treasury stock transactions | - | ( | ( | ( | ||||||
Capital reduction (cancellation of treasury stock) | ( | ( | ( | ( | ( | |||||
Change in scope of consolidation and reserves(2) | - | ( | ( | ( | ( | |||||
Dividends paid by Compagnie Plastic Omnium(3) | - | ( | ( | ( | ||||||
Dividends paid by other Group companies | - | ( | ( | |||||||
Stock option and share purchase plans | - | |||||||||
Deferred tax on stock option and share purchase plans | - | ( | ( | ( | ||||||
Shareholders' equity at December 31, 2022 | ( | ( | ||||||||
Adjustments related to the acquisitions of the second-half year of 2022(4) | - | |||||||||
Shareholders' equity at December 31, 2022 – restated | ( | ( | ||||||||
Appropriation of net profit at December 31, 2022 | - | ( | ||||||||
Net profit at December 31, 2023 | - | ( | ||||||||
Total gains and losses recognized directly in equity(5) | - | ( | ( | ( | ( | |||||
Net profit (loss) and gains and losses recognized directly in equity | - | ( | ( | ( | ||||||
Treasury stock transactions | - | ( | ( | ( | ||||||
Change in scope of consolidation and reserves(6) | - | ( | ||||||||
Dividends paid by Compagnie Plastic Omnium(3) | - | ( | ( | ( | ||||||
Dividends paid by other Group companies | - | ( | ( | |||||||
Stock option and share purchase plans | - | |||||||||
Deferred tax on stock option and share purchase plans | - | ( | ( | ( | ||||||
Other changes | - | ( | ( | ( | ||||||
Shareholders’ equity at December 31, 2023 | ( | ( | ||||||||
|
In thousands of euros | Notes | 2023 | 2022 |
---|---|---|---|
I - CASH-FLOWS FROM OPERATING ACTIVITIES |
|
|
|
Net profit (loss) | 3.1.1 | ||
Dividends received from associates and joint ventures |
| ||
Non-cash items |
| ||
Share of profit (loss) of associates and joint ventures | 4.5 | ( | ( |
Stock option plan expense |
| ||
Other adjustments |
| ( | |
Depreciation and provisions for impairment of property, plant and equipment |
| ||
Amortization and provisions for impairment of intangible assets |
| ||
Changes in provisions |
| ( | |
Net gains (losses) on disposals of non-current assets |
| ( | |
Operating grants recognized in the income statement |
| ( | ( |
Current and deferred taxes | 4.8.1 | ||
Cost of net debt |
| ||
CASH GENERATED BY OPERATIONS (before cost of net debt and tax) (A) |
| ||
Change in inventories and work-in-progress – net |
| ( | ( |
Change in trade receivables – net |
| ( | ( |
Change in trade payables(1) |
| ||
Change in other operating assets and liabilities – net |
| ( | |
Change in working capital requirements before exceptional disbursements related to the acquisition of “VLS” (B)(1) |
| ( | |
Change in working capital requirements (B') |
| ( | |
Taxes paid (C) |
| ( | ( |
Interest paid |
| ( | ( |
Interest received |
| ||
Net financial interest paid (D) |
| ( | ( |
NET CASH GENERATED BY OPERATING ACTIVITIES before exceptional disbursements related to the acquisition of “VLS” (A + B + C + D)(1) |
| ||
Net cash generated by operating activities (A + B' + C +D) |
| ||
II – CASH-FLOWS FROM INVESTING ACTIVITIES |
|
|
|
Acquisitions of property, plant and equipment | 3.1.3 | ( | ( |
Acquisitions of intangible assets | 3.1.3 | ( | ( |
Disposals of property, plant and equipment |
| ||
Disposals of intangible assets |
| ||
Net change in advances to suppliers of fixed assets |
| ||
Investment grants received |
| ||
NET CASH USED IN OPERATIONS-RELATED INVESTING ACTIVITIES (E) |
| ( | ( |
FREE CASH FLOW before exceptional disbursements related to the acquisition | 2.2.2.4.3 | ||
Free cash flow (A + B' + C + D + E) |
| ||
Acquisitions of equity investments in subsidiaries, investments leading to a change in control, investments in associates and joint ventures, and related investments | 5.1.10.1 | ( | |
Acquisitions of long-term investments in equity and funds | 5.1.5.1 | ( | ( |
Disposals of long-term investments in listed equity instruments and funds | 5.1.5.1 | ||
Impact of changes in scope of consolidation – Debt contributed by newly-consolidated companies |
| ( | |
NET CASH FROM FINANCIAL TRANSACTIONS (F) |
| ( | |
Net cash from investing activities (E + F) |
| ( | ( |
III - CASH-FLOWS FROM FINANCING ACTIVITIES |
|
|
|
Increases (Reductions) in share capital and premiums | 5.2.1.1 | ( | |
Purchases (Sales) of treasury stock |
| ( | ( |
Dividends paid by Compagnie Plastic Omnium SE to Burelle SA | 5.2.2 | ( | ( |
Dividends paid to other shareholders | 5.2.2 | ( | ( |
Acquisition of equity securities without taking or losing control | 5.1.10.a. | ( | |
Increase in financial debt | 5.2.6.7 | ||
Repayment of financial debt and lease contract liabilities, net |
| ( | ( |
NET CASH FROM FINANCING ACTIVITIES (G) |
| ( | ( |
Effect of exchange rate changes (I) |
| ( | ( |
Net change in cash and cash equivalents (A + B' + C + D + E + F + G + H + I) |
| ( | |
Cash and cash equivalents at beginning of period | 5.1.9.2 - 5.2.6.7 | ||
Cash and cash equivalents at end of period | 5.1.9.2 - 5.2.6.7 | ||
|
On February 21, 2024 the Board of Directors of the Plastic Omnium Group approved the consolidated financial statements for the fiscal year ended December 31, 2023, which will be submitted to the Combined General Meeting on April 24, 2024.
Compagnie
The terms “Compagnie Plastic Omnium”, “the Group” and “the Plastic Omnium Group” refer to the group of companies comprising Compagnie Plastic Omnium SE and its consolidated subsidiaries.
Compagnie
Plastic Omnium is a world-leading provider of innovative solutions for a unique, safer and more sustainable mobility experience. Driven by innovation since its creation, the Group designs and produces Intelligent Exterior Systems, customized complex modules, lighting systems, energy storage systems and electrification solutions for all mobility players.
Segment information for the 2022 financial year has been restated accordingly for comparability purpose:
The unit of measurement used in the Notes to the consolidated financial statements is thousand euros, unless otherwise indicated.
The Consolidated Financial Statements as of December 31, 2022 have been restated to take into account the adjustments recognized retrospectively in the opening balance sheets of the acquired entities established at the acquisition date.
The Financial Statements impacted by these adjustments and the related notes are identified by the term “restated”. The Consolidated Financial Statements published at December 31, 2022 are identified by the term “published”.
Only the balance sheet at December 31, 2022 is impacted by the restatement. As the impact of the opening balance sheet adjustments on the 2022 income statement was not significant, the latter was not restated.
For simplicity and for the sake of consistency, all periods relating to December 31, 2022 are marked “December 31, 2022 restated”. The list of accounts adjusted compared to the accounts published as of December 31, 2022, is provided in Note 2.2.1.1 “Reconciliation of the December 31, 2022 published balance sheet to the restated balance sheet”.
The accounting policies used to prepare the consolidated financial statements comply with IFRS standards and interpretations as adopted by the European Union on December 31, 2023 and available on the European Commission website. The new texts applicable from January 1, 2023 did not have a significant impact on the Group's accounts. The Group applies the historical cost convention.
The Group fully consolidates those companies in which it holds:
The Group consolidates according to the equity method those companies over which the Group exercises:
Non-controlling interests represent the share of interest that is not held by the Group. They are presented as a separate item in the income statement and under equity in the consolidated balance sheet, distinct from the profit and equity attributable to owners of the parent.
Non-controlling interests may be either measured at fair value on the acquisition date (i.e. with a share of goodwill) or for their share in the fair value of identifiable net assets acquired. This choice can be made on a transaction-by-transaction basis.
Changes in a parent’s ownership interest in a subsidiary that do not change control are recognized as equity transactions. As such, in the event of an increase (or decrease) in the percentage ownership interest of the Group in a controlled entity, without change in control, the difference between the acquisition cost (or transfer price) and the carrying amount of the share of net assets acquired (or sold) is recognized in equity.
Plastic Omnium Group uses the euro as its presentation currency in its financial statements. The financial statements of foreign companies are prepared in their functional currency, i.e. in the currency of the economic environment in which the entity operates. Generally, the functional currency usually corresponds to the local currency, except for some foreign subsidiaries such as the Mexican, Moroccan, Polish and Turkish subsidiaries which carry out the majority of their transactions in another currency (American dollar for Mexican subsidiaries, euro for Polish and Turkish subsidiaries). These financial statements are translated into the Group’s presentation currency, as follows:
Goodwill arising from business combinations with foreign companies is recognized in the functional currency of the acquired entity. It is subsequently translated into the Group’s presentation currency at the closing rate, with the translation difference recognized in equity.
On disposal of the entire interest in a foreign company, the related translation differences initially recognized in equity, are reclassified in profit and loss.
Business combinations are recognized by applying the acquisition method. Identifiable assets, liabilities and contingent liabilities acquired are recognized at their fair value on the purchase date.
The surplus of the sum of the price paid to the seller and, where appropriate, the value of the non-controlling interest in the company acquired against the net balance of the assets acquired and the identifiable liabilities assumed is recognized in goodwill.
Acquisition costs are recorded as expenses.
Changes in the fair value of assets acquired and liabilities assumed after the acquisition date, relative to the facts existing on that date, are recognized:
Segment information is presented on the basis of the segments identified in the Group’s internal reporting and notified to the management in order to decide on the allocation of resources and to analyze performance.
The Group is managed according to three operating segments: “Exterior Systems”, “Modules” and “Powertrain”.
Agreements signed with customers in the context of the development and supply of parts do not meet the criteria of a contract within the meaning of IFRS 15; in general, only firm orders received from customers are analyzed as contracts creating a performance obligation.
Revenue from sales of parts is recorded when control of the goods is transferred to the client, usually upon delivery of the goods, and measured at the fair value of the consideration received, after deducting discounts, rebates and other sales taxes and customs duties.
The project phase corresponds to the period during which the Group is working on the development of the part to be produced, on the design and manufacture of specific tooling to be used in production as well as on the organization of future production processes and logistics. It begins with the selection of the Group for the vehicle and the product concerned and is completed when the normal production volume is reached.
The accounting treatment applied is based on the identification by the Group in most cases of two performance obligations, distinct from the production of parts, under the Design business and the supply of certain specific tooling whose control is transferred to clients.
Income from the design activity, including that explicitly included in the part price, is recognized at the start of series production. Payments received before the start of series production are recorded in customer advances. The costs related to these two performance obligations are recognized in inventories during the project phase and then in expenses when their control is transferred to the client, i.e. when series production is launched.
The Group presents an operating margin in the income statement before and after taking into account:
The first aggregate corresponds to revenue less Research and Development expenses (Note 4.1), the cost of goods and services sold and selling and administrative costs (Note 4.2).
The main operating indicator used by the Group is the operating margin after taking into account the amortization of intangible assets related to acquisitions and the share of profit (loss) of associates and joint ventures, termed “operating margin” in the income statement.
The operating margin does not include other operating income and expenses (Note 1.3.4).
Other operating income and expenses essentially include:
Transactions in foreign currencies are initially recorded in the functional currency at the rate on the transaction date. On the closing date, monetary assets and liabilities are revalued at the rates prevailing at the closing date. Non-monetary assets and liabilities are valued at the historical cost prevailing at the transaction date (for example: goodwill, property, plant and equipment, inventories). Non-monetary assets and liabilities measured at fair value are valued at the rates prevailing at the date when fair value is determined.
For monetary items, exchange rate differences arising from changes in foreign exchange rates are recorded in the income statement as other operating income and expenses when they relate to operations and as net financial income (expense) when they relate to financial transactions.
Raw material inventories and other supplies are measured at the lower of cost and net realizable value.
Finished and semi-finished products are valued at their sales price which includes raw materials and direct and indirect production costs.
Projects inventories – tools and development inventories correspond to costs incurred by the Group in order to satisfy a performance obligation in connection with automotive projects contracts negotiated with its customers.
The cost of inventories is compared at the balance sheet date to the net realizable value. If it exceeds the net realizable value, a valuation allowance is recorded to bring the inventories to their net realizable value.
Receivables are recognized at their fair value at the time they are recorded. The fair value generally corresponds to the nominal value of the receivable as long as the sale has been carried out with normal payment terms. Provisions are booked to cover the credit risk and identified risks of non-recovery of receivables.
Receivables sold to third parties, and thus no longer recognized on the balance sheet, meet the following criteria:
The risks taken into account are the following:
Investment grants received are recognized as liabilities in the balance sheet. They are recognized in profit or loss at the gross margin level, as and when the assets acquired through these grants are depreciated or the associated research expenses are recognized.
In accordance with IFRS 2, stock options and free shares granted to employees and corporate officers are measured at their fair value at the date of grant by the Board of Directors.
The corresponding amount is recognized in “Staff costs” on a straight-line basis over the vesting period, with a corresponding adjustment to reserves.
When stock options are exercised, the amounts received in this respect by the Group are recognized in cash with a corresponding adjustment to consolidated reserves.
Obligations resulting from share-based payments, such as the “Long Term Incentive plan” described in Note 5.2.3 implemented during the 2022 fiscal year are recognized as cash settlement plans in accordance with standard IFRS 2. These cash-settled plans are measured at fair value over their term.
The expense relating to expected estimated payments is spread over the vesting period and is included in personnel expenses.
Pension commitments and other long-term benefits granted to staff concern either defined contribution or defined benefit plans.
The cost of defined-contribution plans, corresponding to salary-based contributions to local bodies responsible for pension and death/disability insurance plans made in accordance with local laws and practices in each country, is recognized as an operating expense. The Group has no legal or implicit obligation to pay additional contributions or future benefits. Consequently, no actuarial liability is recorded under these defined-contribution plans.
Defined-benefit plans are mainly related to post-employment benefits and correspond principally to:
Defined benefit plans are subject to provisions for staff benefits calculated on the basis of actuarial valuations carried out by independent actuaries using the projected unit credit method.
These assessments take into account assumptions specific to each plan such as:
When defined-benefit plans are funded, the commitments under these plans are reduced by the market value of plan assets at the reporting date. The valuation builds in long-term profitability assumptions for the invested assets, calculated on the basis of the discount rate used to value company commitments.
For defined-benefit plans, changes in provisions are recorded:
Other long-term benefits correspond mainly to long-service awards for French employees.
Actuarial gains and losses on “Other long-term benefits” (mainly long-service and jubilee awards) are recognized immediately in profit or loss.
The cost of employee downsizing plans is recognized once a detailed plan is drawn up and announced to the employees concerned or their representatives, thus creating a well-founded expectation that the Group will implement this plan.
Losses identified on onerous contracts, i.e. contracts whose unavoidable costs relating to their obligations are greater than the expected economic benefits, are subject to provisions. These provisions are recognized in current or non-current liabilities depending on whether they are short- or medium/long-term in nature.
Goodwill is measured annually at cost, less any impairment representing loss of value. Impairments on goodwill are irreversible.
Negative goodwill (badwill) is recorded in the income statement during the year of acquisition.
Development costs related to the execution of contracts with customers not fulfilling a performance obligation are recognized as intangible assets.
These costs relate to the organization of purchasing, logistics and industrial processes to produce the parts that will be ordered by customers.
They are amortized, once the series production begins, on a straight-line basis over its estimated life, i.e. generally three years for exterior parts, five years for fuel systems.
Amortization is recognized under Research and Development costs.
The costs borne by the Group, prior to its selection by the customer, and research costs unrelated to contracts, are recognized as expenses for the period.
Other intangible assets are measured at cost less accumulated amortization and impairment losses. They are amortized according to the straight-line method over their estimated useful lives.
They mainly include customer contracts and technology recognized under the various acquisitions completed by the Group, but also patents, licenses and software.
Property, plant and equipment are initially recorded at their:
Property, plant and equipment may be specific tooling developed by the Group in connection with production contracts signed with customers without transfer of control to customers, for which the Group will receive an integrated compensation in the part price, where appropriate. In this case, this compensation is recognized in revenue over the series’ production term.
Future expenditures are capitalized only if it is probable that the future economic benefits associated with the expenditure benefit the Group, for example, by an increase in the performance or effectiveness of the asset concerned.
After commissioning, the cost is reduced:
|
|
---|---|
Buildings | 20 and 40 years |
Real estate fixtures | 10 years |
Presses and transformation machines | 7 - 10 years |
Machining, finishing and other equipment | 3 - 10 years |
At the contract date, the Group assesses whether a contract is or contains a lease. A contract is or contains a lease if it gives the right to control the use of a specific good for a certain time through a counterparty.
The rights of use of assets are recognized as tangible assets in the balance sheet for the amount of the rental obligation resulting from the contract, in return for a financial debt in respect of the obligation to pay rent over the duration of the contract.
The obligation and the resulting liability are calculated based on the Group’s marginal debt rate at the start date of the contract. This rate corresponds to the interest rate that the lessee would obtain, at the start of the lease, to finance the acquisition of the leased asset. This rate is obtained by adding the rate on government bonds with terms similar to the leased assets and the entity's credit spread.
The Group does not recognize on its balance sheet rights related to contracts with a term of 12 months or less, nor those related to goods whose unit value as new is less than €5,000.
The amounts recognized as assets for rights of use and financial debts mainly concern real estate rentals of industrial sites, storage and administrative premises as well as industrial equipment and vehicles.
Intangible and tangible assets are subject to impairment tests in the event of an indication of loss of value, and at least once a year for goodwill.
These tests are carried out at the level of the cash-generating units (CGUs) or groups of cash-generating units that make up the Group’s divisions comprising the operating segments, as described in the Group's presentation.
The net carrying amount of all assets (goodwill included where applicable), constituting each cash-generating unit, is compared to its recoverable amount, i.e. the higher of the net disposal value (selling value net of disposal costs) and value in use determined using the discounted cash flow method.
The forecast data used to determine value in use are based on the Group’s medium-term business plans, which are prepared for the next five years, and revised as necessary to reflect the most recent market conditions. Beyond this timeframe, a terminal value is calculated by extrapolation of the data for the last year covered by the business plan, using a long-term growth rate that reflects the outlook for the market.
These forecast data are discounted, based on a rate which takes into account:
Sensitivity tests are carried out on the key assumptions, namely the discount rate, the perpetual growth rate and the operating margin.
Assets (or groups of assets) are classified in this category when they are available-for-sale in their current state and the sale is highly probable. These assets are no longer depreciated and are valued at the lower of their carrying amount and disposal price, less selling costs. Any impairment losses are recognized by the Group under “Other operating expenses”.
On the balance sheet, data related to “Assets held for sale” shown separately in the financial statements are not subject to restatement of prior years.
In the income statement, the profit/loss (from the period and from the sale) of business operations or entities that meet the definition of a discontinued operation are reported as a separate line item entitled “Net income from discontinued operations” in each of the fiscal years presented.
Financial assets include:
These assets are then measured at fair value except for loans, deposits and guarantees, recognized at amortized cost and impaired when necessary. Changes in fair value are recognized:
Cash and cash equivalents presented in the Statement of Cash-Flows include short-term, highly liquid cash items, readily convertible into known amounts of cash and subject to a negligible risk of change in value. Cash comprises cash and cash equivalents, short-term deposits and bank balances. Cash equivalents correspond to short-term investments and are subject to a negligible risk of changes in value in the context of the temporary use of cash surpluses (money market funds, negotiable debt securities, etc.). Changes in the fair value of these assets are recognized in profit or loss.
Current and non-current borrowings are valued using the amortized cost method and the effective interest rate.
Borrowings in foreign currencies contracted by a subsidiary from the Group and whose repayment is neither planned nor likely in the foreseeable future are considered to be part of the net investment of the Plastic Omnium Group in this foreign business. The corresponding translation differences are recognized in equity.
In order to manage its interest rate risk, the Group may use OTC derivative instruments. These are recognized in the balance sheet at their fair value.
Changes in the fair value of instruments qualified as “cash-flow hedges” are recorded under “Other comprehensive income” (equity) for the effective part and in financial income for the ineffective part.
Changes in the fair value of derivatives that do not qualify for hedge accounting are recognized in profit or loss.
In France, the entity Compagnie Plastic Omnium maintained the option for the ordinary law tax consolidation system for itself and the French subsidiaries at least 95% controlled, as set out in Article 223 A of the French Tax Code.
In addition, the Group applies optional national consolidation or tax consolidation plans in Germany, Spain and the United States.
Deferred taxes are calculated using the liability method, applying the last tax rate enacted (or the quasi-adopted rate) at the balance sheet date and applicable to the period in which the temporary differences reverse.
Tax credits and deferred tax assets related to tax loss carryforwards and temporary differences are only recognized when the probability of their utilization within a relatively short period of time is proven.
The Group’s treasury stock is recorded as soon as it is acquired as a deduction from equity, regardless of the purpose for which it is being held.
The proceeds from the sale of these securities are recognized directly as an increase in the Group’s equity: no profit or loss is thus recognized in the net profit (loss) for the fiscal year.
Basic earnings per share are calculated using the weighted average number of ordinary shares comprising the share capital, less the weighted average number of shares held in treasury stock.
Diluted earnings per share take into consideration the average number of treasury shares deducted from equity and shares which might be issued in respect of the fiscal year under stock option programs.
In preparing its financial statements, the Group uses estimates and assumptions to assess some of its assets, liabilities, income, expenses and commitments. These estimates and assumptions, which may lead to significant adjustments to the carrying amount of assets and liabilities, are reviewed periodically by Senior Executives.
The events likely to significantly impact the assumptions are fluctuating production orders from customers, continued supply chain difficulties, the rise in inflation in several geographical areas where the Group operates, the geopolitical climate and regulations (climate, automotive industry).
In general, the estimates and assumptions used during the fiscal year were based on the information available at the balance sheet date. Estimates may be revised depending on changes in the underlying assumptions. These assumptions mainly concern:
Recognition of deferred tax assets depends on the probability of sufficient future profit being generated to allow their utilization. This leads the Group to make regular estimates of future taxable earnings, particularly as part of the medium-term plans established within the Group. These estimates take into account the recurring or non-recurring nature of certain losses, expenses, etc.
In the case of defined-benefit plans, the Group, assisted by independent actuaries, adopts assumptions (see Notes 1.4.2 and 5.2.5 “Provisions for pensions and other post-employment benefits”) on:
Estimates also cover provisions, particularly those relating to employee downsizing, litigation, customer warranties, legal and tax risks.
Impairment tests are carried out each year, in particular on goodwill and development costs incurred under customer contracts, but also during the fiscal year on these same assets as well as on industrial assets if signs of impairment are identified.
As part of these tests, for the determination of the recoverable amount, the concepts of fair value net of disposal costs and value in use obtained by the discounted cash-flow method are used. These tests are based on assumptions about future operating cash-flows, discount rates and long-term growth rates.
The cash flows include:
The discount rate (WACC) applied in 2023 is 9.5% for the Group, adjusted where necessary to take into account country specifics. Thus, the WACC used for the impairment tests of the Lighting division’s assets is 11.5%.
The long-term growth rate, used in determining the terminal value, is set, with some exceptions, at 1.5%.
Sensitivity tests are carried out on the assumptions of long-term growth rates and discount rates for tests relating to goodwill and on the level of operating margin for tests relating to significant industrial assets.
Regulatory changes are taken into account in the Group’s strategic plan as well as in the review of impairment indicators carried out under impairment tests. Thus the consequences of the vote of the European Parliament in favor of the ban, from 2035, of the sale of new gasoline or diesel vehicles in Europe have been analyzed.
Given the current investment policy, the dates of commissioning of industrial sites and assets and the depreciation periods applied (three to ten years maximum for industrial equipment), the net value of the industrial assets concerned by this regulatory change is being monitored particularly closely to ensure that it is, at all times, in line with future operating forecasts.
The discount rate is a key assumption in determining accounting impacts related to the application of IFRS 16 on leases It is used to calculate the right of use and the lease liability for each leased asset (see Note 1.6.3.2).
Plastic Omnium Group’s activities in 2023 have been affected by the following events:
Continuing on from 2022, the Group has maintained its actions to contain the above impacts using several levers:
Since the beginning of the war between Russia and Ukraine, certain carmaker customers of the Plastic Omnium Group have stopped their activity in Russia. Furthermore, in 2023, Russia took measures limiting on its territory the activities of companies from countries that have imposed sanctions against it.
In fiscal year 2023, to take into account the risk incurred in Russia, the Group recognized additional provisions of -€13.4 million. At December 31, 2023, provisions in the Group’s financial statements for Russian activities amounted to €19.2 million.
The Group does not operate in Ukraine.
The Plastic Omnium Group acquired several entities in the second half of 2022:
As of December 31, 2023, the opening balance sheets of “Actia Power”, “AMLS Osram” and “VLS” were finalized as the period for allocating the acquisition prices ends twelve months after the acquisition dates in accordance with IFRS 3.
The Group recognized adjustments that retrospectively impact, respectively, the opening balance sheets of the entities acquired and the consolidated financial statements as of December 31, 2022.
The table below summarizes the reconciliation between the Consolidated Balance Sheet as of December 31, 2022 as published and the Restated Balance Sheet presented for comparison purposes in the Annual Financial Statements as of December 31, 2023:
In thousands of euros | December 31, 2022 Published | Adjustments due to acquisitions(1) | December 31, 2022 restated | ||
---|---|---|---|---|---|
AMLS Osram | ACTIA Power | VLS | |||
ASSETS |
|
|
|
|
|
Goodwill | 1,100,355 | (914) | 24,018 | 196,126 | 1,319,585 |
Other intangible assets | 642,357 | 5,095 | (2,118) | 37,019 | 682,353 |
Property, plant, equipment and Investment property | 1,966,143 | - | - | (106,083) | 1,860,060 |
Investments in associates and joint ventures | 320,247 | - | - | - | 320,247 |
Non-consolidated investments and convertible bonds | 20,334 | - | - | - | 20,334 |
Non-current financial assets | 88,730 | - | - | - | 88,730 |
Deferred tax assets | 152,658 | 4,024 | - | (11,657) | 145,025 |
Total non-current assets | 4,290,824 | 8,205 | 21,900 | 115,405 | 4,436,334 |
Inventories | 856,592 | (2,829) | (3,543) | 329 | 850,549 |
Trade receivables | 1,023,261 | 3,401 | - | (21,768) | 1,004,894 |
Other receivables | 499,052 | (11,514) | - | (6,859) | 480,679 |
Customers financing and other financial receivables | 955 | - | - | - | 955 |
Hedging instruments | 11,152 | - | - | - | 11,152 |
Cash and cash equivalents | 575,625 | - | - | - | 575,625 |
Total current assets | 2,966,637 | (10,942) | (3,543) | (28,298) | 2,923,854 |
Assets held for sale | 44,706 | - | - | - | 44,706 |
Total assets | 7,302,167 | (2,737) | 18,357 | 87,107 | 7,404,894 |
SHAREHOLDER’ EQUITY AND LIABILITIES |
|
|
|
|
|
Equity attributable to owners of the parent | 1,883,170 | 2,158 | 389 | 3,924 | 1,889,641 |
Attributable to non-controlling interests | 29,285 | - | - | - | 29,285 |
Total shareholder's Equity | 1,912,455 | 2,158 | 389 | 3,924 | 1,918,926 |
Non-current borrowings | 1,474,069 | - | - | - | 1,474,069 |
Provisions for pensions and other post-employment benefits | 71,341 | - | - | (1,152) | 70,189 |
Provisions | 48,272 | - | 2,805 | 25,342 | 76,419 |
Non-current government grants | 20,944 | - | - | - | 20,944 |
Deferred tax liabilities | 37,217 | (240) | - | 11,105 | 48,082 |
Total non-current liabilities | 1,651,843 | (240) | 2,805 | 35,295 | 1,689,703 |
Bank overdrafts | 15,022 | - | - | - | 15,022 |
Current borrowings and financial debt | 855,185 | - | - | 105 | 855,290 |
Hedging instruments | 709 | - | - | - | 709 |
Provisions for liabilities and expenses | 59,601 | 638 | 15,163 | 17,044 | 92,446 |
Current government grants | 665 | - | - | 1 | 666 |
Trade payables | 1,651,877 | 1,351 | - | 25,107 | 1,678,335 |
Other operating liabilities | 1,154,809 | (6,645) | - | 5,633 | 1,153,797 |
Total current liabilities | 3,737,869 | (4,656) | 15,163 | 47,890 | 3,796,265 |
Total shareholders’ equity and liabilities | 7,302,167 | (2,737) | 18,357 | 87,107 | 7,404,894 |
|
The Group finalized the acquisition of 100% of AMLS Osram (Automotive Lighting Systems GmbH) with the Osram group on July 1, 2022. The “AMLS Osram” entities are fully consolidated from July 1, 2022.
AMLS Osram, specializes in high-tech products for a global customer base, covering the key areas of front, interior lighting, advanced projection solutions and bodywork lighting, responding to new trends in style, safety and electrification. The entities are attached to the “Lighting” division.
Change in the acquisition price
The acquisition price changed as follows as of December 31, 2023:
In thousands of euros | AMLS Osram |
---|---|
Enterprise value | 65,000 |
Acquisition price on July 1, 2022 | 23,961 |
Price reduction agreement taken into account in the financial statements published as of December 31, 2022 | (12,915) |
Acquisition price retained in the financial statements as of December 31, 2022 (published) | 11,046 |
Price adjustment occurred in 2023 | 5,391 |
Acquisition price retained in the financial statements as of December 31, 2022 (restated) | 16,437 |
The Plastic Omnium Group received a price adjustment of €7,524 thousand over the period.
The finalized AMLS Osram opening balance sheet:
The acquisition of the AMLS business is recognized in accordance with IFRS 3 “Business combinations”, under exclusive control.
The recognition of the assets and liabilities acquired on the basis of the fair values at the acquisition date as presented in the Financial Statements published as of December 31, 2022, has been adjusted based on additional information obtained within the twelve months following the acquisition date on positions existing on the acquisition date.
Details of the adjustments to the opening balance sheet are presented in Note 2.2.1.4 “Summary of the allocation of the acquisition prices of AMLS Osram, Actia Power and VLS in the Group's financial statements as of December 31, 2023”.
At December 31, 2023, the finalized Goodwill of AMLS Osram is presented in the table below:
In thousands of euros | December 31, 2022 published | Additional adjustments | December 31, 2022 restated |
---|---|---|---|
Equity acquired | 27,000 |
| 27,000 |
Equity acquired after adjustments | 1,254 | 6,305 | 7,559 |
Goodwill | 9,792 | (914) | 8,878 |
Allocation of the acquisition price presented at December 31, 2023 | 11,046 | 5,391 | 16,437 |
On October 6, 2022, the Group finalized the acquisition of the automotive lighting business, Varroc Lighting Systems (VLS), with Varroc Engineering Limited (Maharashtra, India).
Varroc Lighting Systems specializes in advanced lighting solutions for headlights and taillights, innovative technologies in the development of optical systems and electronic control and lighting software, style and electrification. VLS Osram is part of the “Lighting” division.
Change in the acquisition price
After requesting a price reduction from its partner Varroc Engineering Limited in the first quarter of 2023, an agreement was signed on July 14, 2023.
The acquisition price changed as follows as of December 31, 2023:
In thousands of euros | VLS |
Enterprise value | 520,000 |
Price of acquisitions on October 6, 2022 | 69,544 |
Agreement reached on a price reduction at July 14, 2023, with cash collection, on July 17, 2023 | (15,000) |
Net acquisition price at December 31, 2023 | 54,544 |
The finalized VLS opening balance sheet:
The acquisition of the VLS business is recognized in accordance with IFRS 3 “Business Combinations”, under exclusive control.
The recognition of assets and liabilities acquired on the basis of fair values at the acquisition date as presented in the financial statements published as of December 31, 2022, has been adjusted based on additional information obtained within the twelve months following the acquisition date on positions existing on the acquisition date (“window period”).
The adjustments mainly concern:
Details of the adjustments to the opening balance sheet are presented in Note 2.2.1.4 “Summary of the allocation of the acquisition prices of AMLS Osram, Actia Power and VLS in the Financial Statements of the Group as of December 31, 2023”.
At December 31, 2023, the finalized Goodwill of VLS is presented in the table below:
In thousands of euros | December 31, 2022 published | Additional adjustments | December 31, 2022 restated | Price Adjustment | December 31, 2023 |
---|---|---|---|---|---|
Equity acquired | 56,420 |
| 56,420 |
| 56,420 |
Equity acquired (after adjustments) | 46,783 | (196,126) | (149,343) |
| (149,343) |
Goodwill | 22,761 | 196,126 | 218,887 | (15,000) | 203,887 |
Allocation of the acquisition price at December 31, 2023 | 69,544 | - | 69,544 | (15,000) | 54,544 |
On August 1, 2022, the Group finalized the acquisition of the Actia Power division with the Actia Group.
Actia Power is a specialist in the design and manufacture of on-board batteries, power electronics and electrification systems intended primarily for the electric mobility of trucks, buses and coaches, trains and construction machinery. Actia Power is part of the “Clean Energy Systems” (CES) division.
Change in the acquisition price
The acquisition price of Actia Power changed as follows as of December 31, 2023:
In thousands of euros | Actia Power |
---|---|
Enterprise value | 52,500 |
Acquisition price on August 1, 2022 | 17,164 |
Agreement on price reduction with payment during the first half of 2023 | (4,913) |
Net acquisition price at December 31, 2023 | 12,251 |
The finalized actia power opening balance sheet:
The acquisition of the Actia Power activity is recognized for in accordance with IFRS 3 “Business Combinations”, under exclusive control.
The recognition of the assets and liabilities acquired on the basis of the fair values at the acquisition date as presented in the Financial Statements published as of December 31, 2022, has been adjusted based on the additional information obtained for the closing of the Financial Statements as of December 31, 2023.
These adjustments were finalized on August 1, 2023, corresponding to the anniversary date, i.e. twelve months following the acquisition date on positions existing on the acquisition date (“window period”).
At December 31, 2023, Actia Power's finalized Goodwill is presented in the purchase price allocation table below:
In thousands of euros | December 31, 2022 published | Additional adjustments | December 31, 2022 restated | Price adjustment | December 31, 2023 |
---|---|---|---|---|---|
Equity acquired | (20,576) |
| (20,576) |
| (20,576) |
Equity acquired (after adjustments) | (20,688) | (24,018) | (44,706) | - | (44,706) |
Goodwill | 37,851 | 24,018 | 61,869 | (4,913) | 56,956 |
Allocation of the acquisition price presented at December 31, 2023 | 17,164 |
| 17,164 | (4,913) | 12,251 |
The summary of the allocation of the acquisition prices of “AMLS Osram”,“Actia Power” and “VLS” in the Plastic Omnium Group Financial Statements as of December 31, 2023 is presented in the table below:
In thousands of euros | AMLS Osram | Actia Power | VLS | Total Plastic Omnium Group |
---|---|---|---|---|
Equity acquired | 27,000 | (20,576) | 56,420 | 62,844 |
Fair value of assets | (14,916) | (2,473) | (133,973) | (151,362) |
Provisions for risks, expenses and contingent liabilities | (734) | (4,508) | (16,869) | (22,111) |
Working capital items | (19,791) | (4,467) | (62,913) | (87,171) |
Provisions for onerous contracts | - | (17,120) | (28,374) | (45,494) |
Technology | 16,000 | 4,500 | 44,000 | 64,500 |
Customer contracts | - | - | 16,000 | 16,000 |
Deferred taxes | - | (62) | (23,634) | (23,696) |
Equity acquired (after adjustments) | 7,559 | (44,706) | (149,343) | (186,490) |
Goodwill | 8,878 | 56,956 | 203,887 | 269,721 |
Acquisition price as of December 31, 2023 | 16,437 | 12,251 | 54,544 | 83,232 |
Plastic Omnium and Rein, a subsidiary of Shenergy Group, have created in partnership, “PO Rein Energy Technology” in Shanghai, China, to produce and market high-pressure hydrogen storage systems for the Chinese commercial vehicle market.
Plastic Omnium's stake is 50.01% and 49.99% for its partner. The Group controls and fully consolidates PO Rein using the full consolidation method with the recognition of a minority share in Rein. The capital amounts to 200 million renminbi (equivalent to €26.1 million as of December 31, 2023). See the table of changes in equity and changes in reserves in Note 5.2.1.5.
The business started in July 2023. A pilot line of high-pressure hydrogen tanks will be set up in 2025 with a new plant with an annual capacity of 60,000 high-pressure hydrogen tanks operational from 2026.
Annual impairment tests were carried out on current intangible assets, including goodwill, to confirm that their carrying amount do not exceed their recoverable value.
The Group has reviewed indicators of loss of value on all industrial and intangible sites but also reviewed indicators of recovery in value on assets that were subject to depreciation in previous years. Impairment tests were carried out where appropriate.
The tests were carried out based on forecast data from the Group's medium-term plans finalized in November 2023, prepared for the period 2024-2028.
During the fiscal year, the tests and analysis carried out did not lead to the recognition of additional impairment.
The result of the impairment tests carried out on the groups of cash-generating units, i.e. the divisions, shows a very significant positive difference between the recoverable value and the amount of the assets tested, and less so for the assets of the Lighting division. Thus, for tests carried out on the divisions excluding Lighting, only unreasonable values relating to the main assumptions of the long-term growth rate, the discount rate and the operating margin rate could call into question the test results. For the Lighting division, a 1-point decrease in the operating margin rate in the final year would result in an impairment of €10 million. A 1-point increase in the discount rate or a zero long-term growth rate would not change the outcome of the test.
The industrial assets of the IES division in the United States and Germany that led to the recognition of significant impairments in 2020 were tested for impairment as part of the closing of the 2023 financial statements, which made it possible to conclude that the necessary impairments previously recognized are sufficient. Sensitivity analyses were carried out on the operating margin, a key assumption. A 10% deterioration would result in:
Following the transfer to France in 2021 of the activities of its innovation and research center located in Brussels, Belgium, the Group had continued to use the site for limited number of employees during the 2022 fiscal year and considered several scenarios for the site, including its sale.
As of December 31, 2022, the net carrying amount of the real estate complex, in the amount of €44.7 million, including land, a building, fittings as well as office furniture, was reclassified to “Assets held for sale” in the balance sheet, the Group having signed a preliminary sales agreement on December 22, 2022.
On June 19, 2023, Compagnie Plastic Omnium SE repaid in accordance with the schedule, the €159 million balance of the Schuldschein private placement issued on June 16, 2016.
The initial amount of the Schuldschein issued on June 16, 2016 amounted to €300 million. Compagnie Plastic Omnium SE had repaid €141 million in advance in 2022.
See Notes 5.2.6.2 “Borrowings: private placement notes and bonds” and 5.2.6.7 “Reconciliation of gross and net financial debt”.
In 2023, Compagnie Plastic Omnium SE renewed several lines of credit with banks, including two lines of credit of €300 million and €50 million respectively, replaced by a line of €350 million and a line of €50 million, each maturing in 2028 before the exercise of extension options, and a line of €30 million maturing in 2028.
During the 2023 fiscal year, Compagnie Plastic Omnium SE exercised existing extension options on some credit lines to extend their maturity for one additional year.
During the fiscal year, the Group increased its “Neu-CP” outstandings. As of December 31, 2023, it amounted to €619.0 million compared to €508.5 million as of December 31, 2022.
As of December 31, 2023, the assets and liabilities as well as the net income and expenses of the two subsidiaries Plastic Omnium Auto Inergy Argentina SA (Clean Energy Systems) and Plastic Omnium Argentina (Intelligent Exterior Systems) were revalued. The impact on income was +€1.9 million.
Turkey has been included in the list of hyper-inflationary countries since the first half of 2022.
B.P.O. AS, the only Turkish entity in the Group to have the Turkish lira as its functional currency, is 50%-owned (“Intelligent Exterior Systems” division) and is consolidated using the equity method. The share of profit (loss) of B.P.O. AS and its weight in the Group's Operating Margin over the last few fiscal years does not exceed 0.6% and the weight of the related Equity investment in the total balance sheet of the Plastic Omnium Group does not exceed 0.1%.
The conversion rate of the Turkish lira against the euro continued to decline in 2023: -48.1% on the average rate and -63.6% on the closing rate.
The impact of the application of IAS 29 “Financial reporting in hyper-inflationary economies” on the financial statements of B.P.O. AS. stood at:
The reference index used for the recognition is the CPI (consumer price index).
The columns in the tables below show the amounts for each segment as defined in the note “Presentation of the Group”. The “Other” column includes inter-segment eliminations, as well as the activity of the holding companies and “Op'nSoft”, which centralizes the Group's software projects, enabling segment data to be reconciled with the Group's financial statements. Financial results, taxes and the share of profit (loss) of associates are monitored at Group level and are not allocated to segments. Transactions between segments are carried out on an arm’s length basis.
In thousands of euros | 2023 | ||||
---|---|---|---|---|---|
Exterior Systems | Modules | Powertrain | Other(2) | Total | |
Economic revenue(1) | 5,578,633 | 3,112,484 | 2,707,419 | - | 11,398,536 |
Including revenue from joint ventures and associates consolidated at the Group’s percentage stake | 718,431 | 361,839 | 4,200 | - | 1,084,470 |
Consolidated revenue before inter Segments' eliminations | 4,939,121 | 2,754,922 | 2,706,004 | (85,982) | 10,314,065 |
Inter-segment revenue | (78,920) | (4,277) | (2,785) | 85,982 | - |
Consolidated revenue | 4,860,201 | 2,750,645 | 2,703,219 | - | 10,314,065 |
% of segment revenue – Total | 47.1% | 26.7% | 26.2% | - | 100.0% |
Operating margin before amortization of intangible assets acquired and before share of profit (loss) of associates and joint ventures | 209,122 | 50,817 | 126,423 | (8,513) | 377,848 |
% of segment revenue | 4.3% | 1.8% | 4.7% | - | 3.7% |
Amortization of intangible assets acquired | (7,689) | (13,029) | (645) | - | (21,363) |
Share of profit (loss) of associates and joint ventures | 39,903 | 6,274 | (7,595) | - | 38,582 |
Operating margin | 241,336 | 44,062 | 118,183 | (8,513) | 395,067 |
% of segment revenue | 5.0% | 1.6% | 4.4% | - | 3.8% |
Other operating income | 8,615 | - | 7,998 | 5,444 | 22,057 |
Other operating expenses | (4,300) | (2,664) | (76,011) | (3,171) | (86,146) |
% of segment revenue | 0.1% | -0.1% | -2.5% | - | -0.6% |
Financing costs |
|
|
|
| (105,737) |
Other financial income and expenses |
|
|
|
| 498 |
Profit (loss) from continuing operations before income tax and after share in associates and joint ventures |
|
|
|
| 225,740 |
Income tax |
|
|
|
| (62,697) |
Net profit (loss) |
|
|
|
| 163,043 |
|
In thousands of euros | 2022 | ||||
---|---|---|---|---|---|
Exterior Systems | Modules | Powertrain | Other(2) | Total | |
Economic revenue(1) | 4,209,641 | 2,580,434 | 2,686,814 | - | 9,476,889 |
Including revenue from joint ventures and associates consolidated at the Group’s percentage stake | 702,836 | 233,302 | 2,641 | - | 938,779 |
Consolidated revenue before inter Segments' eliminations | 3,559,439 | 2,351,563 | 2,685,739 | (58,631) | 8,538,110 |
Inter-segment revenue | (52,634) | (4,431) | (1,566) | 58,631 | - |
Consolidated revenue | 3,506,805 | 2,347,132 | 2,684,173 | - | 8,538,110 |
% of segment revenue – Total | 41.1% | 27.5% | 31.4% | - | 100.0% |
Operating margin before amortization of intangible assets acquired and before share of profit (loss) of associates and joint ventures | 119,074 | 57,378 | 159,186 | (669) | 334,969 |
% of segment revenue | 3.4% | 2.4% | 5.9% | - | 3.9% |
Amortization of intangible assets acquired | (4,662) | (13,029) | (270) | - | (17,962) |
Share of profit (loss) of associates and joint ventures | 48,056 | 3,629 | (4,816) | - | 46,868 |
Operating margin | 162,467 | 47,978 | 154,100 | (669) | 363,875 |
% of segment revenue | 4.6% | 2.0% | 5.7% | - | 4.3% |
Other operating income | 18,985 | - | - | 2,227 | 21,212 |
Other operating expenses | (45,012) | (1,701) | (38,996) | - | (85,709) |
% of segment revenue | -0.7% | -0.1% | -1.5% | - | -0.8% |
Financing costs |
|
|
|
| (67,073) |
Other financial income and expenses |
|
|
|
| 5,395 |
Profit (loss) from continuing operations before income tax and after share in associates and joint ventures |
|
|
|
| 237,700 |
Income tax |
|
|
|
| (60,196) |
Net profit (loss) |
|
|
|
| 177,504 |
|
In thousands of euros Net amounts | December 31, 2023 | ||||
---|---|---|---|---|---|
Exterior Systems | Modules | Powertrain | Other | Total | |
Non-current assets | 2,541,608 | 845,372 | 1,178,006 | (65,703) | 4,499,283 |
Current assets | 1,916,612 | 409,024 | 1,170,656 | (446,546) | 3,049,746 |
Total segment assets | 4,458,220 | 1,254,396 | 2,348,662 | (512,249) | 7,549,029 |
Non-current liabilities | 1,774,595 | 746,134 | 770,119 | (153,282) | 3,137,566 |
Current liabilities | 2,683,625 | 508,262 | 1,578,543 | (358,967) | 4,411,463 |
Total segment liabilities | 4,458,220 | 1,254,396 | 2,348,662 | (512,249) | 7,549,029 |
In thousands of euros Net amounts | December 31, 2022 restated | ||||
---|---|---|---|---|---|
Exterior Systems | Modules | Powertrain | Other | Total | |
Non-current assets | 2,155,707 | 809,480 | 1,161,718 | 309,432 | 4,436,337 |
Current assets | 1,768,809 | 367,354 | 1,099,015 | (266,621) | 2,968,557 |
Total segment assets restated | 3,924,516 | 1,176,834 | 2,260,733 | 42,811 | 7,404,894 |
Non-current liabilities | 1,223,178 | 732,539 | 930,627 | 722,284 | 3,608,628 |
Current liabilities | 2,701,338 | 444,295 | 1,330,106 | (679,473) | 3,796,266 |
Total segment liabilities restated | 3,924,516 | 1,176,834 | 2,260,733 | 42,811 | 7,404,894 |
In thousands of euros | 2023 | ||||
---|---|---|---|---|---|
Exterior Systems | Modules | Powertrain | Other | Total | |
Acquisitions of intangible assets | 92,601 | 22,516 | 118,785 | 11,062 | 244,963 |
Capital expenditure including acquisitions of investment property | 172,171 | 38,265 | 106,309 | 4,350 | 321,096 |
Total | 264,772 | 60,781 | 225,094 | 15,412 | 566,059 |
In thousands of euros | 2022 restated | ||||
---|---|---|---|---|---|
Exterior Systems | Modules | Powertrain | Other | Total | |
Acquisitions of intangible assets | 60,072 | 17,754 | 84,046 | 1,680 | 163,551 |
Capital expenditure including acquisitions of investment property | 119,966 | 20,180 | 76,233 | 3,081 | 219,461 |
Total | 180,038 | 37,934 | 160,279 | 4,761 | 383,012 |
The breakdown of revenue by region is based on the location of the Plastic Omnium subsidiaries generating the sales.
In thousands of euros | 2023 | |
---|---|---|
Total | % | |
Europe | 5,835,143 | 51.2% |
North America | 3,150,093 | 27.6% |
China | 1,047,894 | 9.2% |
Asia excluding China | 907,362 | 8.0% |
Africa/Middle East | 286,307 | 2.5% |
South America | 171,736 | 1.5% |
Economic revenue | 11,398,536 | 100% |
Of which revenue from joint ventures and associates at the Group’s percentage stake | 1,084,471 |
|
Consolidated revenue | 10,314,065 |
|
In thousands of euros | 2022 | ||
Total | % |
| |
Europe | 4,594,006 | 48.3% |
|
North America | 2,714,246 | 28.6% |
|
China | 1,097,499 | 11.5% |
|
Asia excluding China | 728,096 | 7.7% |
|
South America | 178,018 | 2.2% |
|
Africa/Middle East | 165,025 | 1.7% |
|
Economic revenue | 9,476,889 | 100% |
|
Of which revenue from joint ventures and associates at the Group’s percentage stake | 938,779 |
|
|
Consolidated revenue | 8,538,110 |
|
|
In thousands of euros | 2023 | |
---|---|---|
Total | % | |
Germany | 1,781,092 | 15.6% |
United States | 1,614,878 | 14.2% |
Mexico | 1,412,462 | 12.4% |
China | 1,047,894 | 9.2% |
Slovakia | 734,019 | 6.4% |
Spain | 647,179 | 5.7% |
France | 606,353 | 5.3% |
Czech Republic | 570,953 | 5.0% |
Korea | 503,344 | 4.4% |
Poland | 416,001 | 3.6% |
Other | 2,064,361 | 18.1% |
Economic revenue | 11,398,536 | 100% |
Of which revenue from joint ventures and associates at the Group’s percentage stake | 1,084,471 |
|
Consolidated revenue | 10,314,065 |
|
In thousands of euros | 2022 | |
---|---|---|
Total | % | |
Germany | 1,414,692 | 14.9% |
United States | 1,340,218 | 14.1% |
Mexico | 1,273,922 | 13.4% |
China | 1,097,499 | 11.6% |
Slovakia | 619,812 | 6.5% |
Spain | 591,852 | 6.2% |
France | 532,656 | 5.6% |
Korea | 332,323 | 3.5% |
United Kingdom | 325,383 | 3.4% |
Poland | 311,895 | 3.3% |
Other | 1,636,637 | 17.3% |
Economic revenue | 9,476,889 | 100% |
Of which revenue from joint ventures and associates at the Group’s percentage stake | 938,779 |
|
Consolidated revenue | 8,538,110 |
|
In thousands of euros | 2023 | |
---|---|---|
Totals | % of total automotive revenue | |
Volkswagen Group | 3,210,275 | 28.2% |
Stellantis | 1,663,501 | 14.6% |
General Motors | 954,397 | 8.4% |
Mercedes-Benz | 939,092 | 8.2% |
BMW | 923,493 | 8.1% |
Total – main manufacturers | 7,690,757 | 67.5% |
Other carmakers | 3,707,779 | 32.5% |
Total economic revenue | 11,398,536 | 100.0% |
Of which revenue from joint ventures and associates at the Group’s percentage stake | 1,084,471 |
|
Total consolidated revenue | 10,314,065 |
|
In thousands of euros | 2022 | |
---|---|---|
Totals | % of total automotive revenue | |
Volkswagen Group | 2,492,834 | 26.3% |
Stellantis | 1,449,888 | 15.3% |
Mercedes-Benz | 969,921 | 10.2% |
General Motors | 839,748 | 8.9% |
BMW | 770,845 | 8.1% |
Total – main manufacturers | 6,523,236 | 68.8% |
Other carmakers | 2,953,654 | 31.2% |
Total economic revenue | 9,476,889 | 100% |
Of which revenue from joint ventures and associates at the Group’s percentage stake | 938,779 |
|
Total consolidated revenue | 8,538,110 |
|
In thousands of euros | France | Europe excluding France | North America | Asia | South America | Other(1) | Total |
December 31, 2023 |
|
|
|
|
|
|
|
Goodwill | 270,229 | 931,936 | 81,386 | 2,931 | 10,557 | - | 1,297,039 |
including translation adjustment | - | - | (2,927) | - | 295 | - | (2,632) |
Intangible assets | 149,496 | 337,180 | 143,479 | 63,709 | 17,514 | 8,659 | 720,037 |
Property, plant and equipment | 253,573 | 703,393 | 518,593 | 270,550 | 22,567 | 111,505 | 1,880,181 |
including capital expenditure for the fiscal year | 32,634 | 124,286 | 95,425 | 60,870 | 2,549 | 5,331 | 321,096 |
Total non-current fixed assets | 673,299 | 1,972,509 | 743,458 | 337,190 | 50,638 | 120,164 | 3,897,257 |
|
In thousands of euros | France | Europe excluding France | North America | Asia | South America | Other(1) | Total |
December 31, 2022 restated |
|
|
|
|
|
|
|
Goodwill | 275,142 | 946,937 | 84,313 | 2,931 | 10,261 | - | 1,319,585 |
including translation adjustment | - | - | 4,909 | - | 233 | - | 5,142 |
Intangible assets | 109,849 | 332,981 | 146,746 | 66,578 | 15,359 | 10,841 | 682,353 |
Property, plant and equipment | 258,937 | 700,121 | 495,464 | 261,451 | 25,653 | 118,434 | 1,860,060 |
including capital expenditure for the fiscal year | 30,320 | 96,264 | 58,365 | 29,329 | 2,992 | 2,191 | 219,461 |
Total non-current fixed assets | 643,928 | 1,980,039 | 726,523 | 330,960 | 51,273 | 129,275 | 3,861,998 |
|
The percentage of Research and Development costs is expressed in relation to the amount of revenue.
In thousands of euros | 2023 | % | 2022 | % |
---|---|---|---|---|
Research and Development costs after developments sold | (350,629) | -3.4% | (283,466) | -3.3% |
Capitalized development costs | 194,009 | 1.9% | 141,901 | 1.7% |
Depreciation of capitalized development costs | (159,044) | -1.5% | (153,985) | -1.8% |
Research tax credit | 10,411 | 0.1% | 14,460 | 0.2% |
Other (including grants and contributions received) | 5,167 | 0.1% | 4,118 | 0.0% |
Research and Development costs | (300,086) | -2.9% | (276,972) | -3.2% |
In thousands of euros | 2023 | 2022 |
---|---|---|
Cost of goods and services sold includes |
|
|
Material consumption (purchases and changes in inventory)(1) | (7,302,586) | (6,089,259) |
Direct production outsourcing | (14,926) | (13,266) |
Utilities and fluids | (172,785) | (101,803) |
Salary and benefits | (995,540) | (826,384) |
Other production costs | (408,324) | (263,230) |
Depreciation and amortization | (292,018) | (288,919) |
Provisions | 10,987 | 2,401 |
Total | (9,175,192) | (7,580,460) |
Research and Development costs include |
|
|
Salary and benefits | (274,026) | (219,129) |
Depreciation, amortization and provisions | (180,149) | (173,295) |
Other | 154,089 | 115,452 |
Total | (300,086) | (276,972) |
Selling costs include |
|
|
Salary and benefits | (41,798) | (33,412) |
Depreciation, amortization and provisions | (238) | (168) |
Other | (17,530) | (16,068) |
Total | (59,566) | (49,648) |
Administrative costs include |
|
|
Salary and benefits | (238,581) | (191,129) |
Other administrative expenses | (134,656) | (86,495) |
Depreciation and amortization | (21,878) | (18,214) |
Provisions | (6,258) | (223) |
Total | (401,373) | (296,061) |
|
In thousands of euros | 2023 | 2022 |
---|---|---|
Wages and salaries | (1,155,626) | (929,585) |
Payroll taxes | (320,719) | (274,187) |
Non-discretionary profit-sharing | (20,502) | (17,582) |
Share-based payments | (781) | (1,600) |
Pension and other post-employment benefit costs | 1,837 | 3,173 |
Other employee benefits expenses | (54,156) | (50,272) |
Total employee benefits expense excluding temporary staff costs | (1,549,947) | (1,270,053) |
Temporary staff costs | (156,777) | (117,857) |
Total employee benefits expenses | (1,706,724) | (1,387,910) |
This item corresponds mainly to:
In thousands of euros | 2023 | 2022 |
---|---|---|
Amortization of customer contracts | (14,901) | (16,347) |
Amortization of brands | (547) | (547) |
Amortization of intangible assets: AMLS Osram technology | (1,600) | (800) |
Amortization of intangible assets: Actia Power technology | (643) | (268) |
Amortization of intangible assets: VLS technology | (3,672) | - |
Total amortization of intangible assets acquired | (21,363) | (17,962) |
Share of profit (loss) of associates and joint ventures breaks down as follows (please refer to Note 5.1.4 for “Equity investments in associates and joint ventures” to the balance sheet):
In thousands of euros | 2023 % interest | 2022 % interest | 2023 | 2022 |
---|---|---|---|---|
HBPO – SHB Automotive Modules | 50.00% | 50.00% | 6,274 | 3,629 |
JV Yanfeng Plastic Omnium and its subsidiaries – joint venture | 49.95% | 49.95% | 38,080 | 45,955 |
B.P.O. AS – joint venture | 49.98% | 49.98% | 1,822 | 2,101 |
EKPO Fuel Cell Technologies | 40.00% | 40.00% | (7,595) | (4,816) |
Total share of profit (loss) of associates and joint ventures |
|
| 38,582 | 46,868 |
In thousands of euros | 2023 | 2022 |
---|---|---|
Reorganization costs(1) | (37,920) | (16,355) |
Impairment and provisions on non-current assets(2) | (15,349) | (5,268) |
Provisions for litigations and expenses | (3,439) | (6,255) |
Foreign exchange gains and losses on operating activities(3) | (21,438) | (15,519) |
Fees and expenses related to changes in the scope of consolidation(4) | 132 | (22,938) |
Changes in the fair value of long-term investments – Financial assets of Plastic Omnium(5) | 9,020 | - |
Gains (Losses) on disposals of non-current assets(6) | 5,834 | 3,356 |
Other | (929) | (1,518) |
Total operating income and expenses | (64,089) | (64,497) |
- of which total income | 22,057 | 21,212 |
- of which total expense | (86,146) | (85,709) |
At December 31, 2023
(1) Reorganization costs:
Reorganization costs mainly correspond to restructuring in the « Exterior systems » and « Powertrain » segments in Germany, in France, in the United States and in Eastern Europe.
(2) Impairment and provisions on non-current assets:
This item includes in particular the impairment of Russian assets (for the Group's portion, see Note 2.1.2 related to “Consequences of the war in Ukraine on the Group's assets in Russia”) as well as a provision on development assets relating to a program canceled by a carmaker.
(3) Foreign exchange gains and losses on operating activities:
Over the period, foreign exchange gains and losses on operating activities mainly concern the US dollar, Chinese renminbi, Argentine peso and Japanese yen (negative impacts).
(4) Fees and expenses related to changes in the scope of consolidation:
This item concerns fees related to acquisitions over the period.
(5) Changes in the fair value of long-term investments:
In accordance with IFRS 9, the Group recognizes changes in the fair value of long-term investments in the Income Statement. The impact over the period concerns the “AP Ventures” and “Aster” funds. Please refer to Note 5.1.5.1 of the Balance Sheet.
(6) Gains (Losses) on disposals of non-current assets:
This item includes in particular the profit of +€4.9 million on the sale of an industrial site in Brazil closed since 2017, as well as the profit of +€0.9 million on the sale of the Deltatech center. See Note 2.2.4 in “Other significant events of the period”.
At December 31, 2022
Please refer to the Consolidated Financial Statements of December 31, 2022 for details of transactions in the previous fiscal year.
In thousands of euros | 2023 | 2022 |
---|---|---|
Finance costs | (83,355) | (51,528) |
Interest on lease liabilities(1) | (10,807) | (7,890) |
Financing fees and commissions | (11,575) | (7,655) |
Borrowing costs | (105,737) | (67,073) |
Exchange gains or losses on financing activities | 7,521 | (8,631) |
Gains or losses currency hedges | (6,175) | 10,987 |
Interest on post-employment benefit obligations | (2,738) | (1,475) |
Other(2) | 1,890 | 4,514 |
Other financial income and expenses | 498 | 5,395 |
Total | (105,239) | (61,678) |
|
The tax expense breaks down as follows:
In thousands of euros | 2023 | 2022 |
---|---|---|
Current taxes on continuing activities | (110,875) | (79,856) |
Current tax expense (income) | (98,943) | (78,613) |
Tax expense (income) on non-recurring items | (11,932) | (1,243) |
Deferred taxes on continuing activities | 48,178 | 19,660 |
Deferred tax income (expense) on timing differences arising or reversed during the period | 48,569 | 20,508 |
Expense (income) resulting from changes in tax rates or the introduction of new taxes | (391) | (848) |
Tax expense (income) on continuing activities recorded in the consolidated income statement | (62,697) | (60,196) |
The Group has analyzed the potential consequences of Pillar 2 on its effective tax rate. The conclusion from the calculations carried out is that the additional tax would be insignificant.
At December 31, 2023, in accordance with the provisions of IAS 12, the Group has not recognized any deferred tax in connection with the new tax reform.
Analysis of the tax expense includes the following:
In thousands of euros | 2023 | 2022 | ||
---|---|---|---|---|
Totals | %(1) | Totals | %(1) | |
Consolidated loss (profit) on continuing activities before tax and share of profit (loss) of associates and joint ventures (A) | 187,157 |
| 190,832 |
|
Tax rate applicable in France (B) | 25.82% | 25.82% | ||
Theoretical tax expense (income ) (C) = (A) x (-B) | (48,324) |
| (49,273) |
|
Difference between the theoretical tax expense and the current and deferred tax expense excluding tax assessed on net interim profit on continuing activities (D) | (14,374) | -7.7% | (10,923) | -5.7% |
Tax credits | 37,789 | 20.2% | 40,480 | 21.2% |
Permanent differences between accounting profits and taxable profits | (6,150) | -3.3% | (7,609) | -4.0% |
Change in unrecognized deferred taxes | (31,632) | -16.9% | (38,533) | -20.2% |
Impact on deferred tax of a tax rate change | 2,260 | 1.2% | 848 | 0.4% |
Impact of differences in foreign tax rates | 2,020 | 1.1% | (554) | -0.3% |
Contribution to Value Added | (1,716) | -0.9% | (520) | -0.3% |
Other impacts | (16,945) | -9.1% | (5,037) | -2.6% |
Total current and deferred tax expense (income) on continuing activities (E) = (C) + (D) | (62,697) |
| (60,195) |
|
Effective tax rate (ETR) on continuing activities (E)/(A) | 33.5% | 31.5% | ||
|
The Group’s effective tax rate was 33.5% in 2023 (31.5% for 2022).
In 2023, the tax recognized was an expense of -€63 million for a theoretical tax expense of -€48 million, based on a tax rate of 25.82%.
In 2022, the tax recognized was an expense of -€60 million for a theoretical tax expense of -€49.0 million, based on a tax rate of 25.82%.
In fiscal year 2023 the difference between the tax recognized and the theoretical tax mainly reflects:
The net profit (loss) attributable to non-controlling interests corresponds to the share of non-controlling interests in the profit (loss) of fully consolidated entities and companies controlled by the Group. It breaks down as follows:
In thousands of euros | 2023 | 2022 |
---|---|---|
HBPO GmbH and its subsidiaries | 1,483 | 10,245 |
of which HBPO GmbH and its subsidiaries no longer presenting minority interests as of the transaction of December 12, 2022 | - | 7,407(1) |
of which HBPO subsidiary “Hicom HBPO Sdn Bhd – shah alam” whose shareholding still includes a minority partner after the operation of December 12, 2022 | 1,483 | 2,838 |
Beijing Plastic Omnium Inergy Auto Inergy Co. Ltd | 1,002 | 496 |
Plastic Omnium Auto Inergy Manufacturing India Pvt Ltd | 296 | 337 |
DSK Plastic Omnium Inergy | (2,363) | (1,135) |
DSK Plastic Omnium BV | (74) | (46) |
PO Rein Energy Technology(2) | (425) | - |
Total attributable to non-controlling interests | (80) | 9,898 |
|
Net profit (loss) attributable to owners of the parent | 2023 | 2022 |
---|---|---|
Basic earnings per share (in euros) | 1.13 | 1.16 |
Diluted earnings per share (in euros) | 1.13 | 1.16 |
Weighted average number of ordinary shares outstanding at end of period | 145,522,153 | 146,587,358 |
Treasury stock | (1,591,745) | (1,989,603) |
Weighted average number of ordinary shares, undiluted | 143,930,408 | 144,597,756 |
Impact of dilutive instruments (stock options) | 176,718 | 321,747 |
Weighted average number of ordinary shares, diluted | 144,107,126 | 144,919,503 |
Weighted average price of the Plastic Omnium share during the period |
|
|
Weighted average share price | 15.30 | 16.80 |
Goodwill In thousands of euros | Gross Value | Impairment | Net value |
---|---|---|---|
Goodwill as of January 1, 2022 | 1,026,872 | - | 1,026,872 |
Goodwill on “AMLS Osram” acquisition(1) | 8,878 | - | 8,878 |
Goodwill on “Actia Power” acquisition(2) | 61,869 | - | 61,869 |
Goodwill on “VLS” acquisition(3) | 218,887 | - | 218,887 |
Goodwill impairment of DSK Plastic Omnium BV | - | (2,063) | (2,063) |
Translation differences | 5,142 | - | 5,142 |
Goodwill at December 31, 2022 restated | 1,321,648 | (2,063) | 1,319,585 |
Goodwill on Actia Power acquisition(2) | (4,913) | - | (4,913) |
Goodwill on VLS acquisition(3) | (15,000) | - | (15,000) |
Translation differences | (2,632) | - | (2,632) |
Goodwill at December 31, 2023 | 1,299,102 | (2,063) | 1,297,039 |
|
Below is the breakdown of goodwill by operating segment:
Goodwill by operating segment In thousands of euros | Gross Value | Impairment | Carrying amount |
---|---|---|---|
Exterior Systems | 544,340 | - | 544,340 |
Powertrain | 227,036 | (2,063) | 224,973 |
Modules | 527,726 | - | 527,726 |
Value at December 31, 2023 | 1,299,102 | (2,063) | 1,297,039 |
Exterior Systems | 561,162 | - | 561,162 |
Powertrain | 232,760 | (2,063) | 230,697 |
Modules | 527,726 | - | 527,726 |
Value at December 31, 2022 | 1,321,648 | (2,063) | 1,319,585 |
In thousands of euros | Patents and licenses | Software | Development assets | Customer contracts | Other | Total |
---|---|---|---|---|---|---|
Carrying amount at December 31, 2022 restated | 78,678 | 16,407 | 477,485 | 50,608 | 59,175 | 682,353 |
Capitalized development | - | - | 194,009 | - | - | 194,009 |
Acquisitions | 7 | 7,512 | 0 | 8 | 43,427 | 50,954 |
Disposals – net | (53) | (388) | (3,968) | - | (534) | (4,943) |
Newly-consolidated companies | - | 27 | (1) | - | - | 26 |
Reclassifications | 5 | 9,382 | 9,967 | - | (16,602) | 2,752 |
Depreciation and amortization for the period | (8,312) | (11,976) | (159,044) | (14,907) | (57) | (194,296) |
Impairment and reversals | - | (2) | 1,675 | - | (2,111) | (438) |
Translation adjustment | 14 | (78) | (9,222) | (491) | (603) | (10,380) |
Carrying amount at December 31, 2023 | 70,339 | 20,885 | 510,900 | 35,218 | 82,695 | 720,037 |
In thousands of euros | Patents and licenses | Software | Development assets | Customer contracts | Other | Total |
---|---|---|---|---|---|---|
Carrying amount as of January 1, 2022 | 7,471 | 15,081 | 447,500 | 48,425 | 20,299 | 538,777 |
Capitalized development | - | - | 141,901 | - | - | 141,901 |
Acquisitions | 1,071 | 2,317 | - | - | 15,667 | 19,055 |
Disposals – net | - | (24) | (818) | - | (15) | (857) |
Newly-consolidated companies | 32,777 | 2,256 | 49,486 | 3,333 | 24,500 | 112,352 |
Reclassifications | - | 6,291 | 682 | - | (5,756) | 1,217 |
Depreciation and amortization for the period | (3,579) | (9,217) | (153,985) | (16,465) | - | (183,246) |
Impairments and reversals | (214) | (3) | (198) | - | - | (415) |
Adjustments to amortization from prior periods | 8,621 | - | - | - | - | 8,621 |
Translation adjustment | 77 | 61 | 4,919 | (0) | (104) | 4,952 |
Carrying amount at December 31, 2022 | 46,223 | 16,762 | 489,487 | 35,293 | 54,591 | 642,357 |
Adjustments on the acquisition of the VLS entities(1) | 32,455 | (355) | (9,885) | 15,315 | 4,584 | 42,114 |
Adjustments on the acquisition of the ACTIA entities | - | - | (2,118) | - | - | (2,118) |
Carrying amount as of December 31, 2022 restated | 78,678 | 16,407 | 477,485 | 50,608 | 59,175 | 682,353 |
|
In thousands of euros | Patents and licenses | Software | Development costs | Customer contracts | Other | Total |
---|---|---|---|---|---|---|
Analysis of carrying amount at January 1, 2023 restated |
|
|
|
|
|
|
Gross value | 117,662 | 172,338 | 1,499,121 | 315,278 | 59,180 | 2,163,579 |
Accumulated depreciation and amortization | (34,511) | (155,560) | (949,637) | (241,269) | - | (1,380,978) |
Impairment | (4,472) | (370) | (71,999) | (23,401) | (6) | (100,248) |
Carrying amount as of January 1, 2023 restated | 78,678 | 16,407 | 477,485 | 50,608 | 59,175 | 682,353 |
Analysis of carrying amount at December 31, 2023 |
|
|
|
|
|
|
Gross value | 117,972 | 184,546 | 1,598,671 | 313,756 | 84,821 | 2,299,766 |
Accumulated depreciation and amortization | (43,253) | (163,315) | (1,019,169) | (255,138) | (1) | (1,480,876) |
Impairment | (4,380) | (345) | (68,602) | (23,400) | (2,125) | (98,853) |
Carrying amount at December 31, 2023 | 70,339 | 20,885 | 510,900 | 35,218 | 82,695 | 720,037 |
Property, plant and equipment corresponds to property, plant and equipment owned but also to rights-of-use related to leases of property, plant and equipment following the application of IFRS 16 “Leases”.
Impairment tests on assets led to the updating of impairment of property, plant and equipment over the period (see Notes 2.2.3 “Asset impairment tests” and 4.6 “Other operating income and expenses”).
As of December 31, 2023, as for December 31, 2022, the Group held in investment property, undeveloped land in the Lyon region.
In thousands of euros | Land | Buildings | Tech. | Property, plant and equipment under construction | Other property, plant and equipment | Total |
---|---|---|---|---|---|---|
Carrying amount at December 31, 2022 restated: Wholly-owned property, plant and equipment | 89,431 | 548,143 | 563,040 | 196,465 | 181,997 | 1,579,078 |
Acquisitions | 147 | 9,015 | 39,643 | 245,372 | 26,919 | 321,096 |
Disposals - net | (10,033) | (42,444) | (12,631) | - | (7,534) | (72,638) |
Other reclassifications | 10,385 | 43,861 | 72,172 | (158,262) | 74,574 | 42,731 |
Depreciation for the period | (1,420) | (33,128) | (127,624) | - | (93,360) | (255,529) |
Impairments and reversals | (2,678) | 3,663 | (1,689) | (1,429) | 860 | (1,274) |
Translation adjustments | (2,296) | (11,390) | (15,698) | (6,076) | (3,237) | (38,697) |
Wholly-owned property, plant and equipment: Carrying amount at December 31, 2023 (A) | 83,536 | 517,723 | 517,216 | 276,071 | 180,224 | 1,574,770 |
| ||||||
Carrying amount at December 31, 2022 restated : lease right-of-use assets | 2,252 | 247,890 | 19,594 | - | 11,218 | 280,954 |
Acquisitions | 5,760 | 102,661 | 8,097 | - | 9,463 | 125,981 |
Disposals - net | - | (34,080) | (559) | - | (566) | (35,205) |
Depreciation for the period | (445) | (49,871) | (7,495) | - | (7,881) | (65,692) |
Impairments and reversals | - | (5) | (94) | - | (40) | (139) |
Other reclassifications | 2,670 | 118 | 283 | - | 67 | 3,138 |
Translation adjustments | (318) | (3,079) | (247) | - | (12) | (3,656) |
Lease-right-of-use assets: carrying amount at December 31, 2023 (B) | 9,919 | 263,634 | 19,579 | - | 12,249 | 305,381 |
| ||||||
Property, plant and equipment: Carrying amount at December 31, 2023 (C) = (A) + (B) | 93,455 | 781,357 | 536,795 | 276,071 | 192,473 | 1,880,151 |
Investment property: Carrying amount at December 31, 2023 (D) |
|
|
|
|
| 30 |
Property, plant, equipment and Investment property: Carrying amount at December 31, 2023 (E) = (C) + (D) | 93,455 | 781,357 | 536,795 | 276,071 | 192,473 | 1,880,181 |
|
Rental expense on uncapitalized leases amounted to -€18.4 million at December 31, 2023 compared with -€14.6 million at December 31, 2022.
In thousands of euros | Land | Buildings | Tech. | Property, plant and equipment under construction | Other property, plant and equipment | Total |
---|---|---|---|---|---|---|
Analysis of carrying amount as of January 1, 2023 |
|
|
|
|
|
|
Gross value | 110,716 | 1,356,539 | 2,264,007 | 202,148 | 836,784 | 4,770,194 |
Accumulated depreciation | (16,631) | (513,040) | (1,569,590) | - | (619,062) | (2,718,323) |
Impairment | (2,401) | (47,466) | (111,784) | (5,683) | (24,507) | (191,841) |
Carrying amount as of January 1, 2023 | 91,684 | 796,033 | 582,633 | 196,465 | 193,215 | 1,860,030 |
Analysis of carrying amount as of December 31, 2023 |
|
|
|
|
|
|
Gross value | 115,098 | 1,392,113 | 2,281,322 | 283,557 | 899,816 | 4,971,906 |
Accumulated depreciation | (17,556) | (568,730) | (1,633,336) | - | (684,136) | (2,903,758) |
Impairment | (4,087) | (42,026) | (111,191) | (7,486) | (23,207) | (187,997) |
Carrying amount as of December 31, 2023 | 93,455 | 781,357 | 536,795 | 276,071 | 192,473 | 1,880,151 |
“Tech. eq. & tool.”: technical installations, equipment and tooling. |
These are equity investments in associates and joint ventures. Details are provided in the following table:
In thousands of euros | % interest December 31, 2023 | % interest December 31, 2022 | December 31, 2023 | December 31, 2022 restated |
---|---|---|---|---|
HBPO – SHB Automotive Modules | 50.00% | 50.00% | 19,149 | 22,412 |
JV Yanfeng Plastic Omnium and its subsidiaries – joint venture | 49.95% | 49.95% | 180,050 | 193,926 |
B.P.O. AS – joint venture | 49.98% | 49.98% | 16,263 | 11,887 |
EKPO Fuel Cell Technologies | 40.00% | 40.00% | 90,498 | 92,022 |
Total investments in associates and joint ventures |
|
| 305,960 | 320,247 |
Investments in these entities include goodwill by segment for the following amounts:
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Goodwill in associates and joint ventures – Exterior Systems segment | 21,297 | 21,977 |
Goodwill in associates and joint ventures – Modules segment | 2,411 | 2,411 |
Goodwill in associates and joint ventures – Powertrain segment | 17,396 | 17,396 |
Total goodwill in associates and joint ventures | 41,104 | 41,783 |
In view of the individual contribution of less than 10% of joint ventures and associates to the Group’s main financial indicators, the summary balance sheet and income statement aggregates presented below aggregate:
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Non-current assets | 772,946 | 740,250 |
Current assets | 1,273,128 | 1,273,272 |
Cash and cash equivalents | 209,293 | 231,125 |
Total assets | 2,255,367 | 2,244,647 |
Shareholders’ equity | 592,201 | 597,400 |
Non-current liabilities | 185,635 | 189,122 |
Current liabilities | 1,477,531 | 1,458,125 |
Total equity and liabilities | 2,255,367 | 2,244,647 |
Revenue | 2,193,404 | 2,124,193 |
The non-consolidated interests relate to inactive wholly-owned companies; and shares in which the Group’s stake does not allow it to exercise at least significant influence (Tactotek OY).
Convertible bonds include the Group's investments in the form of bonds for which the Group has the choice, at the time of settlement, of either repayment or conversion into shares, which is the case for the investment in Verkor.
Details of all these assets are provided in the following table:
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Other non-consolidated equity investments(1) | 2,685 | 334 |
Total non-consolidated equity investments | 2,685 | 334 |
Verkor convertible bonds | 21,175 | 20,000 |
Total convertible bonds | 21,175 | 20,000 |
Total non-consolidated equity investments and convertible bonds | 23,860 | 20,334 |
|
The financial assets recognized under this item correspond to long-term investments in equities and funds as well as other assets such as deposits and surety bonds grouped as follows:
In thousands of euros | December 31, 2023 | December 31, 2022 restated | ||||||
---|---|---|---|---|---|---|---|---|
Subscribed amounts | Non- | Fair Value Adjustments | Net | Subscribed amounts | Non- | Fair Value Adjustments | Net | |
Financial investments in the “FMEA 2” fund(1) | 4,000 | (3,842) |
| 158 | 4,000 | (3,820) |
| 180 |
Financial investments in listed securities(2) | 46,566 | - | 4,768 | 51,334 | 57,686 | - | (11,120) | 46,566 |
Financial investments in the venture capital “AP Ventures”(3) | 28,127 | (10,689) | 7,998 | 25,436 | 28,127 | (13,139) |
| 14,988 |
Financial investment in the venture capital company “Aster” | 20,000 | (6,423) | 1,022 | 14,599 | 20,000 | (7,050) |
| 12,950 |
Financial investment in the venture capital company “FAIM”(4) | 5,000 | (4,160) |
| 840 | 5,000 | (4,585) |
| 415 |
Other | - | - |
| 153 | - | - |
| 1,199 |
Long-term investments in equities and funds |
|
|
| 92,520 |
|
|
| 76,298 |
Other non-current financial assets and receivables |
|
|
| 13,038 |
|
|
| 12,432 |
Non-current financial assets |
|
|
| 105,558 |
|
|
| 88,730 |
|
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Raw materials and supplies |
|
|
At cost (gross) | 314,226 | 349,841 |
Net realizable value | 273,689 | 301,685 |
Molds, tooling and engineering |
|
|
At cost (gross) | 496,648 | 353,217 |
Net realizable value | 481,571 | 347,609 |
Maintenance inventories |
|
|
At cost (gross) | 95,976 | 90,926 |
Net realizable value | 76,597 | 72,400 |
Goods |
|
|
At cost (gross) | 4,192 | 4,650 |
Net realizable value | 3,418 | 564 |
Semi-finished products |
|
|
At cost (gross) | 73,881 | 73,775 |
Net realizable value | 69,638 | 70,050 |
Finished products |
|
|
At cost (gross) | 54,859 | 64,280 |
Net realizable value | 50,867 | 58,241 |
Total net | 955,780 | 850,549 |
Compagnie Plastic Omnium SE and some of its European and United States subsidiaries have set up several sales of receivables programs with French financial institutions.
These non-recourse programs transfer substantially all the risks and rewards of ownership to the buyer of the sold receivables.
Receivables sold under these programs totaled €499,5 million at December 31, 2023 versus €393 million at December 31, 2022.
In thousands of euros | December 31, 2023 | December 31, 2022 restated | ||||||
---|---|---|---|---|---|---|---|---|
Gross value | Impairment | % | Carrying amount | Gross value | Impairment | % | Carrying amount | |
Trade receivables | 1,038,684 | (24,907) | -2.4% | 1,013,778 | 1,033,467 | (28,572) | -2.8% | 1,004,894 |
The Group has not identified any significant non-provisioned customer risk over the two periods.
The late payment of trade receivables is presented in Note 6.3.1 “Customer risk”.
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Sundry receivables | 115,465 | 162,734 |
Prepayments to suppliers of tooling and prepaid development costs | 60,214 | 22,677 |
Income tax receivables | 50,419 | 81,667 |
Other tax receivables | 196,249 | 201,622 |
Employee advances | 6,678 | 4,915 |
Prepayments to suppliers of non-current assets | 5,678 | 7,064 |
Other receivables | 434,703 | 480,679 |
In thousands of currency units | December 31, 2023 | December 31, 2022 restated | ||||
---|---|---|---|---|---|---|
Local currency | Euro | % | Local currency | Euro | % | |
EUR – Euro | 679,358 | 679,358 | 47% | 698,842 | 698,842 | 47% |
USD – US dollar | 439,600 | 397,828 | 27% | 474,783 | 445,137 | 30% |
CNY – Chinese yuan | 914,337 | 116,463 | 8% | 934,522 | 127,004 | 9% |
GBP – Pound sterling | 3,914 | 4,504 | 0% | 45,936 | 51,792 | 3% |
Other – Other currencies |
| 250,328 | 17% |
| 162,798 | 12% |
Total |
| 1,448,481 | 100% |
| 1,485,573 | 100% |
Of which: |
|
|
|
|
|
|
Trade receivables |
| 1,013,778 | 70% |
| 1,004,894 | 68% |
Other receivables |
| 434,703 | 30% |
| 480,679 | 32% |
As noted in Note 1.9 of the accounting rules and principles, deferred tax assets on tax loss carryforwards, temporary differences and tax credits are assessed according to their probability of future use. For this purpose, estimates were made as part of the closing of the accounts and led to the recognition of assets based on probable use within a relatively short period of time, reflecting a prudent approach given the current economic environment.
Deferred taxes break down as follows:
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Intangible assets | 98,118 | 77,014 |
Property, plant and equipment | (31,583) | (23,593) |
Employee benefit obligations | 21,464 | 18,685 |
Provisions | 69,460 | 72,654 |
Financial instruments | (1,103) | (2,572) |
Tax loss carryforwards and tax credits | 389,079 | 335,608 |
Other | 57,062 | 55,027 |
Impairment of deferred tax assets | (458,514) | (435,880) |
Total | 143,983 | 96,943 |
Of which: |
|
|
Deferred tax assets | 166,648 | 145,025 |
Deferred tax liabilities | 22,665 | 48,082 |
Unrecognized tax assets in respect of tax losses amount to €290 million at December 31, 2023 against €234 million (amount restated following adjustments to the opening balance sheets of acquired entities in 2022) at December 31, 2022 and have the following characteristics:
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Indefinite tax loss carryforwards | 263,462 | 186,568 |
Tax loss carryforwards available for more than 5 years | 1,888 | 13,192 |
Tax loss carryforwards available for up to 5 years | 9,387 | 22,798 |
Tax loss carryforwards available for up to 4 years | 6,552 | 6,476 |
Tax loss carryforwards available for up to 3 years | 4,887 | 3,430 |
Tax loss carryforwards available for less than 3 years | 4,272 | 1,790 |
Total | 290,448 | 234,254 |
The change over the fiscal year is mainly due to changes in Germany and the United States.
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Cash at banks and in hand | 613,104 | 505,142 |
Short-term deposits – Cash equivalents | 24,336 | 70,484 |
Total cash and cash equivalents on the assets side of the balance sheet | 637,440 | 575,625 |
Cash and cash equivalents break down as follows:
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Cash and cash equivalents of the Group’s captive reinsurance company | 17,810 | 15,883 |
Cash and cash equivalents in countries with exchange controls and/or restrictions on currency transfers(1) | 144,330 | 149,718 |
Available cash | 475,300 | 410,024 |
Total cash and cash equivalents on the assets side of the balance sheet | 637,440 | 575,625 |
|
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Cash | 613,104 | 505,142 |
Cash equivalents | 24,336 | 70,484 |
Short-term bank loans and overdrafts | (3,429) | (15,022) |
Net cash and cash equivalents in the Statement of Cash-Flows | 634,012 | 560,603 |
The amount of +€11.8 million in “Acquisitions of equity investments in subsidiaries, investments leading to a change in control, investments in associates and joint ventures, and related investments” is mainly explained as follows:
a – Acquisitions of equity investments in subsidiaries, investments leading to a change in control, investments in associates and joint ventures, and related investments
For +€14.1 million, details of which are given below:
b – Non-controlling interests
Please refer to the previous fiscal year Consolidated Financial Statements for details of significant events.
In 2023, the dividend paid by Compagnie Plastic Omnium SE to shareholders other than Burelle SA amounted to €21,101 thousand (compared to €16,136 thousand in 2022), bringing the total amount of the dividend thus paid by Compagnie Plastic Omnium SE to €56,157 thousand (compared to €40,586 thousand in 2022).
See the corresponding amount in the Statement of changes in equity and in Note 5.2.2 “Dividends approved and paid by Compagnie Plastic Omnium SE”.
As of December 31, 2023, the amount of dividends of the other Group companies, voted and approved, amounted to €4,261 thousand compared to €10,945 thousand at December 31, 2022 in the Statement of cash-flows.
The amount of dividends of the other Group companies amounted to €4,249 thousand at December 31, 2023 in the Statement of changes in equity. The difference with the amount in the Statement of cash flows is due to the exchange rate.
No dividends approved in favor of non-controlling interests of a Group subsidiary are pending payment at the end of the period.
In euros | December 31, 2023 | December, 31, 2022 restated |
---|---|---|
Share capital at January 1 of the period | 8,731,329 | 8,827,329 |
Capital reduction during the period | - | (96,000) |
Share capital at end of period, made up of ordinary shares with a par value of €0.06 each over the two periods | 8,731,329 | 8,731,329 |
Treasury stock | 96,380 | 92,993 |
Total share capital net of treasury stock | 8,634,950 | 8,638,337 |
Shares registered on behalf of the same holder for at least two years have double voting rights.
Capital structure at December 31, 2023 and at December 31, 2022
At December 31, 2023, and at December 31, 2022, Compagnie Plastic Omnium’s share capital was made up of shares with a par value of €0.06, bringing the Company’s share capital to €8,731,329.18. Compagnie Plastic Omnium holds 1,606,330 treasury shares, representing 1.10% of the share capital, compared with 1,549,878 shares, representing 1.07% of the share capital at December 31, 2022.
The voting rights of the main shareholder Burelle SA over the reference periods are presented below:
| December 31, 2023 | December 31, 2022 |
---|---|---|
Voting rights of Burelle SA before elimination of treasury shares | 73.86% | 73.78% |
Net profit (loss) of the period:
Net profit (loss) of the period attributable to owners of the parent amounted to:
Net other comprehensive income of the period:
Net other comprehensive income of the period attributable to owners of the parent amounted to:
In thousands of euros | Actuarial gains/(losses) relating to defined-benefit plans | Cash-flow hedges – interest rate instruments | Cash-flow hedges – currency instruments | Fair value adjustments | Retained earnings and other reserves | Attributable to owners of the parent |
---|---|---|---|---|---|---|
At January 1, 2022 | (53,189) | (1,196) | (290) | 37,395 | 1,927,175 | 1,909,895 |
Movements in 2022 | 23,334 | 193 | 482 | (11,120) | (163,729) | (150,840) |
At December 31, 2022 restated | (29,855) | (1,003) | 192 | 26,275 | 1,763,451 | 1,759,060 |
Movements in 2023 | (1,086) | 196 | (84) | 4,768 | 109,014 | 112,808 |
At December 31, 2023 | (30,941) | (807) | 108 | 31,043 | 1,872,465 | 1,871,868 |
Regarding the change of the period, see Note 2.2.2.1 “Creation of the joint-venture “PO Rein Energy Technology” in China between Plastic Omnium and its partner Rein” in the significant events of the period.
In thousands of euros | Shareholders’ equity | Total shareholders' equity | |
---|---|---|---|
Attributable to owners of the parent | Attributable to non-controlling interests | ||
Acquisition of the final third of HBPO: |
|
|
|
Acquisition from Hella of the final third of HBPO GmbH | (243,124) | (38,544) | (281,667) |
Increase by integration of the Hella partner's stake in SHB Automobile Modules Co Ltd, consolidated by the equity method | 6,270 | - | 6,270 |
Changes in the scope of consolidation at December 31, 2022 restated | (236,854) | (38,544) | (275,398) |
Creation of “PO Rein Energy Technology”(1) | - | 13,030 | 13,030 |
Changes in the scope of consolidation at December 31, 2023 | - | 13,030 | 13,030 |
|
Amounts in thousands of euros Dividends per share in euros Number of shares in units | December 31, 2023 | December 31, 2022 restated | ||
---|---|---|---|---|
Number of shares in 2022 | Dividend | Number of shares in 2021 | Dividend | |
Dividends per share (in euros) |
|
| ||
Total number of shares outstanding on the dividend payment date | 145,522,153 |
| 147,122,153(2) |
|
Total number of shares outstanding at the end of the previous year | 145,522,153 |
| 147,122,153 |
|
Total number of shares held in treasury on the dividend payment date | 1,530,663 |
| 2,172,481 |
|
Total number of shares held in treasury at year-end (for information) | 1,549,878 |
| 2,061,413 |
|
Dividends on ordinary shares |
| 56,754 |
| 41,194 |
Dividends on treasury stock (unpaid) |
| (597)(2) |
| (608) |
Total net dividends |
| 56,157 |
| 40,586 |
|
Distribution of a dividend of €0.39 per share in respect of 2023 (total amount of €56,754 thousand corresponding to 145,522,153 outstanding shares before subtracting treasury shares at December 31, 2023) will be proposed to the Combined Shareholders’ Meeting on April 24, 2024.
2022 and 2023: no new stock option plans were introduced in the 2022 and 2023 fiscal years. The last stock option plan still outstanding is the March 10, 2017 plan.
Plan of May 2, 2019
A performance share grant (valued using IFRS 2 accounting principles) was awarded by the Board of Directors of February 19, 2019 to employees and executive corporate officers of Compagnie Plastic Omnium, related companies, or groups linked to Compagnie Plastic Omnium, subject to performance conditions and with a four-year vesting period.
Plan of December 11, 2020
A performance share grant was awarded by the Board of Directors of December 11, 2020, with retroactive effect from April 30, 2020, to employees and executive corporate officers of Compagnie Plastic Omnium, related companies, or groups linked to Compagnie Plastic Omnium, subject to performance conditions and with a four-year vesting period ending on April 30, 2024.
Plan of April 23, 2021
A performance share grant was awarded by the Board of Directors of February 17, 2021, to executive corporate officers of Compagnie Plastic Omnium (two beneficiaries), with a four-year vesting period ending on April 23, 2025.
Plan of April 22, 2022
A performance share grant was awarded by the Board of Directors of February 17, 2022, to executive corporate officers of Compagnie Plastic Omnium (two beneficiaries), with a three-year vesting period ending on April 21, 2025.
Plan of April 27, 2023
A performance share grant was awarded by the Board of Directors of February 21, 2023, to executive corporate officers of Compagnie Plastic Omnium (two beneficiaries), with a vesting period between April 27, 2023 and the day following the 2026 Shareholders’ Meeting.
The main assumptions used for the valuation of the plans using the principles of IFRS 2 are provided in the following table:
Valuation of April 27, 2023 plan In euros In units for the number of shares | Valuation of the number of shares awarded | ||
---|---|---|---|
Initial | Renunciations during the first half of 2023 | Final positions | |
Number of shares allocated to the performance share plan | 92,025 shares | 0 share | 92,025 shares |
Market conditions | Not subject to market conditions | ||
Plastic Omnium share price at the performance plan award date | €15.82 | ||
Average value of one share | €14.00 | ||
Number of shares to be awarded after application of an employee turnover rate | 92,025 | ||
Estimated overall cost of the plan on the award date – (Accounting expense with adjustment to reserves) | €1,288,350 |
The overall cost of the plan in the table above, is amortized on a straight-line basis over the three-year vesting period, of which €293 thousand at December 31, 2023 (for an annual expense of €429 thousand).
This plan is subject to a 20% social security contribution for the employer, as a French subsidiary and is due the month following the date of vesting by the beneficiary in 2026. It is the subject to a provision for expenses, calculated on the nominal value of the shares according to the market price at the award date, spread over the term of the plan, i.e. three years. As of December 31, 2023, the provision for expenses in this regard, amounted to €313 thousand.
The Group set up a Long-term Incentive Plan for the permanent members of the Executive Committee over the period. The terms are similar to the plan set up in 2022: 30% of the beneficiary’s fixed annual base salary on the grant date.
The dates associated with the 2023 plan are:
The estimated total expense amounts to €1,037 thousand. It is amortized on a straight-line basis over the three-year vesting period, of which €212 thousand at December 31, 2023 (for an annual expense of €346 thousand).
It is subject to a 50% social security contribution for the employer, a French subsidiary, due the month following the date of vesting by the beneficiary in 2026. As of December 30, 2023, the provision for expenses recognized in this regard, amounted to €106 thousand.
The vesting period of the various plans is between three and four years.
Outstanding options Stock options In euros In units for the number of options | Options outstanding at January 1, 2023 | Revaluations/adjustments | Increases | Decreases | Cost for the period | Options outstanding at December 31, 2023 | ||
---|---|---|---|---|---|---|---|---|
Options granted during the fiscal year | Options forfeited during the fiscal year | Options exercised during the fiscal year | Total | Of which, options exercisable at December 31, 2023 | ||||
March 10, 2017 plan |
|
|
|
|
|
|
|
|
Number of options | 281,500 |
|
| (13,500) |
|
| 268,000 | None |
Share price at the grant date | 33.71 |
|
|
|
|
| 33.71 |
|
Exercise price | 32.84 |
|
|
|
|
| 32.84 |
|
Term | 7 years |
|
|
|
|
| 7 years |
|
Unrecognized cost at period-end | - |
|
|
|
|
| - |
|
Remaining life | 1.2 year |
|
|
|
|
| 0.2 year |
|
Outstanding options Performance share plan In euros In units for the number of options | Options outstanding at January 1, 2023 | Revaluations/adjustments | Increases | Decreases | Cost for the period | Options outstanding at December 31, 2023 | ||
---|---|---|---|---|---|---|---|---|
Options granted during the fiscal year | Options forfeited during the fiscal year | Options exercised during the fiscal year | Total | Of which, options exercisable at December 31, 2023 | ||||
May 2, 2019 plan |
|
|
|
|
|
|
|
|
Number of shares allocated to the plan | 286,386 |
|
| (93,036) | (193,350) |
| - | None |
Number of shares after application of the real abandons for the valuation of the fiscal year expenses(1) | 173,240 | 20,110 |
|
| (193,350) |
| - |
|
Share price at the grant date | 26.65 |
|
|
|
|
| - |
|
Average share value | 23 |
|
|
|
|
| - |
|
Term | 4 years |
|
|
|
|
| - |
|
Unrecognized cost at period-end | 332,043 | 462,530 |
|
|
| (794,573) | - |
|
Remaining life | 0.3 year |
|
|
|
|
| - |
|
|
Outstanding options Performance share plan In euros In units for the number of options | Options outstanding at January 1, 2023 | Revaluations/adjustments | Increases | Decreases | Cost for the period | Options outstanding at December 31, 2023 | ||
---|---|---|---|---|---|---|---|---|
Options granted during the fiscal year | Options forfeited during the fiscal year | Options exercised during the fiscal year | Total | Of which, options exercisable at December 31, 2023 | ||||
December 11, 2020 plan |
|
|
|
|
|
|
|
|
Number of shares | 228,373 |
|
|
|
|
| 228,373 | None |
Number of shares after application of the headcount turnover rate (22%) applied to the Plan concerning the employees'(1) | 188,113 | (85,926) |
| (12,000) |
|
| 90,187 |
|
Share price at the grant date | 17.36 |
|
|
|
|
| 17.36 |
|
Average share value | 15 |
|
|
|
|
| 15.00 |
|
Term | 4 years |
|
|
|
|
| 4 years |
|
Unrecognized cost at period-end | 940,564 | (1,470,441) |
|
|
| 641,065 | 111,188 |
|
Remaining life | 1.3 years |
|
|
|
|
| 0.3 year |
|
|
Outstanding options Performance share plan In euros In units for the number of options | Options outstanding at January 1, 2023 | Revaluations/adjustments | Increases | Decreases | Cost for the period | Options outstanding at December 31, 2023 | ||
---|---|---|---|---|---|---|---|---|
Options granted during the fiscal year | Options forfeited during the fiscal year | Options exercised during the fiscal year | Total | Of which, options exercisable at December 31, 2023 | ||||
April 23, 2021 plan |
|
|
|
|
|
|
|
|
Number of shares | 45,947 |
|
|
|
|
| 45,947 | None |
Number of shares after application of the headcount turnover rate (22%) applied to the Plan concerning the employees'(1) | 45,947 | (22,973) |
|
|
|
| 22,974 |
|
Share price at the grant date | 29.88 |
|
|
|
|
| 29.88 |
|
Average share value | 27.92 |
|
|
|
|
| 27.92 |
|
Term | 4 years |
|
|
|
|
| 4 years |
|
Unrecognized cost at period-end | 741,950 | (643,258) |
|
|
| 111,765 | 210,457 |
|
Remaining life | 2.3 years |
|
|
|
|
| 1.3 year |
|
|
Outstanding options Performance share plan In euros In units for the number of options | Options outstanding at January 1, 2023 | Revaluations/adjustments | Increases | Decreases | Cost for the period | Options outstanding at December 31, 2023 | ||
---|---|---|---|---|---|---|---|---|
Options granted during the fiscal year | Options forfeited during the fiscal year | Options exercised during the fiscal year | Total | Of which, options exercisable at December 31, 2023 | ||||
April 22, 2022 plan |
|
|
|
|
|
|
|
|
Number of shares | 95,602 |
|
|
|
|
| 95,602 | None |
Number of shares after application of the headcount turnover rate (22%) applied to the Plan concerning the employees(1) | 95,602 |
|
|
|
|
| 95,602 |
|
Share price at the grant date | 15.58 |
|
|
|
|
| 15.58 |
|
Average share value | 14 |
|
|
|
|
| 14.00 |
|
Term | 3 years |
|
|
|
|
| 3 years |
|
Unrecognized cost at period-end | 1,027,962 |
|
|
|
| (446,143) | 581,819 |
|
Remaining life | 2,3 years |
|
|
|
|
| 1.3 year |
|
|
Outstanding options Performance share plan In euros In units for the number of options | Options outstanding at January 1, 2023 | Revaluations/adjustments | Increases | Decreases | Cost for the period | Options outstanding at December 31, 2023 | ||
---|---|---|---|---|---|---|---|---|
Options granted during the fiscal year | Options forfeited during the fiscal year | Options exercised during the fiscal year | Total | Of which, options exercisable at December 31, 2023 | ||||
April 27, 2023 plan |
|
|
|
|
|
|
|
|
Number of shares |
|
| 92,025 |
|
|
| 92,025 | None |
Number of shares after application of the headcount turnover rate (22%) applied to the Plan concerning the employees(1) |
|
| 92,025 |
|
|
| 92,025 |
|
Share price at the grant date |
|
| 15.82 |
|
|
| 15.82 |
|
Average share value |
|
| 14.00 |
|
|
| 14.00 |
|
Term |
|
| 3 years |
|
|
| 3 years |
|
Unrecognized cost at period-end |
|
| 1,288,350 |
|
| (292,967) | 995,383 |
|
Remaining life |
|
| 3 years |
|
|
| 2.3 years |
|
Total expense for the fiscal year |
|
|
|
|
| (780,853) | euros |
|
|
A summary of the items related to the 2023 Long Term Incentive Plan for permanent members of the Executive Committee and non-corporate officers is provided below. This is a provision for charges:
Long term Incentive Plan Non-corporate officers of the Executive Committee In euros In units for the number of options | Options outstanding at January 1, 2023 | Revaluations/adjustments | Increases | Decreases | Cost for the period | Options outstanding at December 31, 2023 | ||
---|---|---|---|---|---|---|---|---|
Options granted during the fiscal year | Options forfeited during the fiscal year | Options exercised during the fiscal year | Total | Of which, options exercisable at December 31, 2023 | ||||
May 18, 2022 plan |
|
|
|
|
|
|
|
|
Share price at the grant date | 15.98 |
|
|
|
|
| 15.98 |
|
Average share value | 15.31 |
|
|
|
|
| 15.31 |
|
Term | 3 years |
| 0 |
|
|
| 3 years |
|
Unrecognized provision for expense at period-end | 884,863 | (258,416) |
|
|
| (232,273) | 394,174 |
|
Remaining life | 2.4 years |
| 0 |
|
|
| 1.4 year |
|
Long term Incentive Plan non-corporate officers of the Executive Committee In euros In units for the number of options | Options outstanding at January 1, 2023 | Revaluations/adjustments | Increases | Decreases | Cost for the period | Options outstanding at December 31, 2023 | ||
---|---|---|---|---|---|---|---|---|
Options granted during the fiscal year | Options forfeited during the fiscal year | Options exercised during the fiscal year | Total | Of which, options exercisable at December 31, 2023 | ||||
April 27, 2023 plan |
|
|
|
|
|
|
|
|
Share price at the grant date |
|
| 15.82 |
|
|
| 15.82 |
|
Average share value |
|
| 16.40 |
|
|
| 16.40 |
|
Term |
|
| 3 years |
|
|
| 3 years |
|
Unrecognized provision for expense at period-end |
|
| 1,036,627 |
|
| (211,826) | 824,801 |
|
Remaining life |
|
| 3 years |
|
|
| 2.3 years |
|
Total Provision for expense of the fiscal year |
|
|
|
|
| (444,099) | Euros |
|
In thousands of euros | Dec. 31, 2022 restated | Allocations | Utilizations | Releases of surplus provisions | Reclassi | Actuarial gains/ | Changes in scope of consolidation (derecognition) | Translation adjustment | Dec. 31, 2023 |
---|---|---|---|---|---|---|---|---|---|
Customer warranties | 48,455 | 18,487 | (19,892) | (4,448) | 6,836 | - | - | (578) | 48,860 |
Reorganization plans(1) | 16,533 | 16,582 | (7,687) | (366) | (4,867) | - | - | (112) | 20,083 |
Provisions for taxes and tax risks | 17,396 | 705 | (525) | - | (149) | - | - | 32 | 17,459 |
Contract risks | 57,409 | 6,918 | (22,775) | (1,195) | (71) | - | - | (21) | 40,265 |
Provisions for claims and litigation | 9,112 | 324 | (1,204) | (227) | (315) | - | - | 39 | 7,729 |
Other | 19,960 | 7,862 | (10,535) | (629) | (1,434) | - | - | (62) | 15,163 |
Provisions | 168,867 | 50,878 | (62,618) | (6,865) | - | - | - | (702) | 149,561 |
Provisions for pensions and other post employment benefits | 70,189 | 13,012 | (8,438)(2) | - | (15) | 1,906 | - | (1,240) | 75,413 |
Total | 239,056 | 63,890 | (71,056) | (6,865) | (15) | 1,906 | - | (1,942) | 224,974 |
|
Provisions for pensions mainly concern:
2023 Fiscal year
The increase in the technical rate used for the valuation of the commitments relating to the French pension plans as well as the impact of the pension reform in France, were taken into account over the period without significant impact.
Plans for the payment of healthcare costs mainly concern the North America region (United States).
Other long-term employee benefits cover long-service awards and other service awards within the Group.
Post-employment benefit plans are subject to the regulations applicable in each country. The benefits recognized in the financial statements are therefore not a function of the number of employees by region.
The regions identified and presented are those for which the regulations are consistent, allowing data to be aggregated. Where no such aggregation is possible, no reference actuarial rate is given, as a mismatch in the parameters does not enable an average to be calculated. Similarly, sensitivity tests are carried out on significant, homogeneous data and by region.
The decrease in discount rates in 2023 led the Group to revalue its employee-related commitments for the Euro zone and the United States. The rates used at December 31, 2023 compared to those of last fiscal year are as follows:
| December 31, 2023 | December 31, 2022 | ||
France | United States | France | United States | |
Changes in interest rates | 3.20% | 4.82% | 3.75% | 5.02% |
The main significant actuarial assumptions used to value post-retirement and long-term benefits are the following:
| December 31, 2023 | December 31, 2022 | ||
---|---|---|---|---|
France | United States | France | United States | |
Managers and |
| Managers and |
| |
Minimum age for receiving a full pension | 60-62 years | 65 years | 60-62 years | 65 years |
Age from which no reduction applies | 65-67 years |
| 65-67 years |
|
Annual discount rate – post-employment benefits | 3.20% | 4.82% | 3.75% | 5.02% |
Annual discount rate – long-service awards | 3.00% |
| 3.55% |
|
Inflation rate(1) | 2.25% |
| 2.25% |
|
Rate of future salary increases | M = 2.25% to 5.25% NM= 2.25% to 3.25% | 3.50% | M=2.25% to 5.25% NM=2.25% to 3.25% | 3.50% |
Rate of increase in healthcare costs |
|
|
|
|
For those under 65 years old |
| 7.00% |
| 7.00% |
For those over 65 years old |
| 4.50% |
| 4.75% |
Expected long-term rate of return on pension plan assets | 3.20% | 4.82% | 3.75% | 5.02% |
|
The Group uses, as a reference, the rate of bonds issued by good quality (AA) commercial and industrial companies and with maturity equal to the length of the commitment being valued.
The average rates of future salary increases are weighted between “managers” and “non-managers” and the age of employees.
These rates are based on long-term market forecasts and take account of each plan’s asset allocation.
The balance sheet amounts for these benefits are as follows:
In thousands of euros | Post-employment benefit plans | Other long-term | Total | |||
Dec. 31, 2023 | Dec. 31, 2022 restated | Dec. 31, 2023 | Dec. 31, 2022 restated | Dec. 31, 2023 | Dec. 31, 2022 restated | |
Projected benefit obligation at January 1 | 168,548 | 177,713 | 5,697 | 3,746 | 174,245 | 181,459 |
Service cost | 9,966 | 9,729 | 417 | 355 | 10,382 | 10,084 |
Interest cost | 7,162 | 3,694 | 305 | 32 | 7,467 | 3,726 |
Curtailments, settlements and other | - | (5) | - | - | - | (5) |
Actuarial gains and losses | 9,024 | (48,929) | 529 | (563) | 9,553 | (49,492) |
Of which, experience adjustments | 1,970 | 1,155 | 508 | 191 | 2,478 | 1,346 |
Benefits paid from plan assets | (8,731) | (2,177) | - | - | (8,731) | (2,177) |
Benefits paid by the Company | (4,822) | (2,888) | (481) | (303) | (5,303) | (3,191) |
Change in scope | - | 26,119 | - | 2,388 | - | 28,507 |
Reclassifications | 584 | - | (71) | - | 513 | - |
Translation adjustment | (3,334) | 5,292 | (43) | 42 | (3,377) | 5,334 |
Projected benefit obligation at December 31 | 178,396 | 168,548 | 6,352 | 5,697 | 184,748 | 174,245 |
Change in projected benefit obligation | 9,848 | (9,165) | 655 | 1,951 | 10,503 | (7,214) |
Fair value of plan assets at January 1 | 104,056 | 94,907 | - | - | 104,056 | 94,907 |
Return on plan assets | 4,729 | 2,251 | - | - | 4,729 | 2,251 |
Employee and employer contributions | 3,973 | 2,990 | - | - | 3,973 | 2,990 |
Actuarial gains and losses | 7,119 | (17,729) | - | - | 7,119 | (17,729) |
Benefit payments funded by plan assets | (8,932) | (2,015) | - | - | (8,932) | (2,015) |
Change in scope | - | 19,302 | - | - | - | 19,302 |
Reclassifications | 528 | - | - | - | 528 | - |
Translation adjustment | (2,137) | 4,350 | - | - | (2,137) | 4,350 |
Fair value of plan assets at December 31 | 109,335 | 104,056 | - | - | 109,335 | 104,056 |
Change in fair value of plan assets | 5,279 | 9,149 | - | - | 5,279 | 9,149 |
Excess of projected benefit obligation over plan assets = net provision recorded in the balance sheet | 69,061 | 64,492 | 6,352 | 5,697 | 75,413 | 70,189 |
of which France | 44,296 | 37,540 | 2,403 | 2,349 | 46,699 | 39,889 |
of which Europe excluding France | 4,130 | 1,958 | 2,719 | 2,222 | 6,849 | 4,180 |
of which United States | 1,412 | 6,798 | 1,082 | 1,096 | 2,494 | 7,894 |
of which other regions | 19,223 | 18,196 | 148 | 30 | 19,371 | 18,226 |
|
The actuarial debt, partially covered by financial assets, amounted to €125,999 thousand at December 31, 2023, including €18,269 thousand for French plans and €63,777 thousand for the United States. At December 31, 2022, it amounted to €120,777 thousand, including €17,199 thousand for France and €63,548 thousand for the United States.
The increase in the actuarial debt partially covered by assets is due to the decrease in discount rates in the two regions of Europe and the United States. See Note 5.2.5.1 “Actuarial Assumptions”.
Details of net obligations by region are presented in the table below:
In thousands of euros | December 31, 2023 | December 31, 2022 restated | ||||||
---|---|---|---|---|---|---|---|---|
France | Europe excluding France | United States | Other | France | Europe excluding France | United States | Other | |
Post-employment benefit plan |
|
|
|
|
|
|
|
|
Indemnity payable on retirement | 40,032 | 5,077 | - | 13,802 | 35,625 | 3,427 | - | 15,578 |
Supplementary pension plans | 4,264 | (947) | (1,002) | 5,077 | 1,915 | (1,469) | 4,126 | 2,357 |
Healthcare plans |
|
| 2,414 | 344 |
|
| 2,672 | 261 |
Total post-employment benefit obligations | 44,296 | 4,130 | 1,412 | 19,223 | 37,540 | 1,958 | 6,798 | 18,196 |
Other long-term benefits | 2,403 | 2,719 | 1,082 | 148 | 2,349 | 2,222 | 1,096 | 30 |
Total Other post-employment benefit obligations | 2,403 | 2,719 | 1,082 | 148 | 2,349 | 2,222 | 1,096 | 30 |
Net obligations recognized in the balance sheet | 46,699 | 6,849 | 2,494 | 19,371 | 39,889 | 4,180 | 7,894 | 18,226 |
The amounts in the table below correspond to commitments in France and the United States before taking into account plan assets:
| December 31, 2023 | December 31, 2022 restated | ||
---|---|---|---|---|
France | United States | France | United States | |
Average maturity of obligations (in years) | 11 | 11 | 10 | 14 |
Amount of obligations (in thousands of euros) | 55,107 | 64,260 | 50,456 | 63,890 |
of which: |
|
|
|
|
Retirement obligations | - | 19,737 | - | 16,565 |
Vested deferred obligations | - | 16,114 | - | 15,952 |
Active obligations | 55,107 | 28,411 | 50,456 | 31,373 |
The retirement obligation sensitivity tests on the main external variable, the discount rate, in 2023 and in 2022 show the following impacts:
In thousands of euros | December 31, 2023 | December 31, 2022 restated | ||||||||
Basis | Increase | Decrease | Basis | Increase | Decrease | |||||
+0,25% | -0,25% | +0,25% | -0,25% | |||||||
Amount | % | Amount | % | Amount | % | Amount | % | |||
France |
|
|
|
|
|
|
|
|
|
|
Effect on service cost and interest cost | 8,134 | 7,974 | -2.00% | 8,300 | 2.00% | 6,732 | 6,618 | -1.70% | 6,850 | 1.80% |
Effect on projected benefit obligation | 55,261 | 53,705 | -2.80% | 56,880 | 2.90% | 50,221 | 49,006 | -2.40% | 51,485 | 2.50% |
United States |
|
|
|
|
|
|
|
|
|
|
Effect on service cost and interest cost | 3,056 | 3,104 | 1.56% | 3,001 | -1.80% | 3,101 | 3,102 | 0.03% | 3,079 | -0.70% |
Effect on projected benefit obligation | 64,207 | 62,041 | -3.37% | 66,449 | 3.49% | 63,548 | 61,338 | -3.48% | 65,595 | 3.22% |
Changes in net balance sheet positions related to the full range of benefits are as follows:
In thousands of euros | Post-employment | Other long-term | Total | |||
---|---|---|---|---|---|---|
December 31, 2023 | December 31, 2022 restated | December 31, 2023 | December 31, 2022 restated | December 31, 2023 | December 31, 2022 restated | |
Net projected benefit obligation at January 1 | 64,492 | 82,806 | 5,697 | 3,746 | 70,189 | 86,552 |
Expense/income for the year |
|
|
|
|
|
|
Service cost | 9,966 | 9,729 | 417 | 355 | 10,383 | 10,084 |
Curtailments, settlements and other | - | (5) | - | - | - | (5) |
Benefits paid by the Company | (4,822) | (2,888) | (481) | (303) | (5,303) | (3,191) |
Actuarial gains and losses | - | - | 529 | (563) | 529 | (563) |
Benefit payments funded by assets | 201 | (162) | - | - | 201 | (162) |
Employee and employer contributions | (3,973) | (2,990) | - | - | (3,973) | (2,990) |
Net non-recurring post-employment benefit plan costs recorded in operating expenses | 1,372 | 3,684 | 464 | (511) | 1,837 | 3,173 |
Interest cost | 7,162 | 3,694 | 305 | 32 | 7,467 | 3,726 |
Expected return on plan assets | (4,729) | (2,251) | - | - | (4,729) | (2,251) |
Interest costs of post-employment benefit obligations(1) | 2,433 | 1,443 | 305 | 32 | 2,738 | 1,475 |
Balance sheet impact |
|
|
|
|
|
|
Change in scope | - | 6,817 | - | 2,388 | - | 9,205 |
Reclassification | 56 | - | (71) | - | (15) | - |
Actuarial gains and losses | 1,906 | (31,200) | - | - | 1,906 | (31,200) |
Translation adjustment | (1,197) | 942 | (43) | 42 | (1,240) | 984 |
Balance sheet impact | 764 | (23,441) | (114) | 2,430 | 651 | (21,011) |
Net projected benefit obligation at December 31 | 69,061 | 64,492 | 6,352 | 5,697 | 75,413 | 70,189 |
|
The plan assets at fair value break down by category as follows:
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Equities | 65,616 | 43,038 |
Bonds | 3,717 | 22,677 |
Real estate | 620 | 873 |
Banks and Insurance | 17,573 | 26,225 |
Other | 21,811 | 11,243 |
Total | 109,335 | 104,056 |
Contributions paid in respect of defined-contribution plans amount to €17,923.1 thousand in 2023 compared with €14,595.2 thousand in 2022.
Net debt is an important notion for the day-to-day management of Plastic Omnium’s treasury cash. It is used to determine the Group’s debit or credit position in relation to third parties and outside of the operating cycle. Net debt is determined as:
As of December 31, 2023, the main terms of the bonds and private placements are summarized in the following table:
December 31, 2023 | Private placement bond issue of June 26, 2017 | Schuldscheindarlehen private placement of December 21, 2018 | Schuldschein private placement of May 24, 2022 | ||
---|---|---|---|---|---|
Issue - Fixed rate (in euros) | 500,000,000 | 300,000,000 | 15,000,000 | 36,000,000 | 108,000,000 |
Issue - Variable rate (in euros) |
|
| 80,000,000 | 139,000,000 | 22,000,000 |
Interest rate/annual coupon | 1.250% | 1.632% | 4.30% | 4.51% | 3.21% |
Investors | European investors | International (German, Chinese, Belgian, Swiss, Austrian) and French investors | International (German, Swiss, Slovak, etc.) and French investors | ||
No covenant or rating obligations | |||||
Maturity | June 26, 2024 | December 21, 2025 | May 23, 2025 | May 24, 2027 | May 23, 2029 |
Fair value at December 31, 2023 | 98.58% | 97.01% | 96.80% | 95.62% | 94.81% |
Compagnie Plastic Omnium did not take out any new loan in 2023.
Regarding the outstanding of Negotiable European Commercial Paper (Neu-CP) over the period of Compagnie Plastic Omnium, please refer to the Note 2.2.5.3 in the “Significant events of the period: Financing transactions”.
Compagnie Plastic Omnium SE:
As of December 31, 2023 and December 31, 2022, the Group benefited from several confirmed bank credit lines, amounting to €1,930 million with an average maturity of three years, almost all of which were undrawn.
In thousands of euros | December 31, 2023 | December 31, 2022 restated | ||||
---|---|---|---|---|---|---|
Total | Current portion | Non-current portion | Total | Current portion | Non-current portion | |
Finance lease liabilities(1) | 312,637 | 63,156 | 249,481 | 291,547 | 61,418 | 230,129 |
Bonds and bank loans | 1,954,624 | 1,229,231 | 725,393 | 1,997,812 | 783,872 | 1,213,940 |
of which the 2022 Schuldschein private placement | 402,811 | 3,846 | 398,965 | 401,988 | 3,329 | 398,659 |
of which the 2018 Schuldscheindarlehen private placement | 299,753 | 148 | 299,605 | 299,567 | 148 | 299,419 |
of which the bond issue in 2017 | 502,833 | 502,833 | - | 502,005 | 3,236 | 498,769 |
of which the 2016 Schuldschein private placement(2) | - | - | - | 160,212 | 160,212 | - |
of which Neu-CP(3) | 619,000 | 619,000 | - | 508,500 | 508,500 | - |
of which bank lines of credit(4) | 130,227 | 103,404 | 26,823 | 125,540 | 108,447 | 17,093 |
Current and non-current borrowings and other debt (+) | 2,267,261 | 1,292,387 | 974,874 | 2,289,359 | 845,290 | 1,444,069 |
Other current and non-current debt related to the acquisition of a stake in EKPO (+) | 20,000 | 20,000 | - | 40,000 | 10,000 | 30,000 |
Hedging instruments – liabilities (+) | 99 | 99 |
| 709 | 709 | - |
Total borrowings (B) | 2,287,360 | 1,312,486 | 974,874 | 2,330,068 | 855,999 | 1,474,069 |
|
|
|
|
|
|
|
Long-term investments in equity instruments and funds (-)(5) | (92,520) | - | (92,520) | (76,298) | - | (76,298) |
Other financial assets (-) | (14,893) | (1,854) | (13,039) | (13,387) | (955) | (12,432) |
Other current financial assets and receivables (-) | (1,798) | (1,798) |
| - | - |
|
Hedging instruments – assets (-) | (4,393) | (4,393) |
| (11,152) | (11,152) |
|
Total financial receivables (C) | (113,603) | (8,045) | (105,558) | (100,837) | (12,107) | (88,730) |
|
|
|
|
|
|
|
Gross debt (D) = (B) + (C) | 2,173,757 | 1,304,441 | 869,316 | 2,229,231 | 843,892 | 1,385,339 |
Cash and cash equivalents (-)(6) | 637,440 | 637,440 |
| 575,625 | 575,625 |
|
Short-term bank loans and overdrafts (+) | (3,429) | (3,429) |
| (15,022) | (15,022) |
|
Net cash and cash equivalents as recorded in the Statement of Cash-Flows (A)(7) | (634,012) | (634,012) |
| (560,603) | (560,603) |
|
Net financial debt (E) = (D) + (A) | 1,539,745 | 670,429 | 869,316 | 1,668,629 | 283,289 | 1,385,339 |
|
The table below shows the gross financial debt after taking into account the swap transactions that allowed the conversion from euros into foreign currency.
As a % of financial debt | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Euro | 65% | 70% |
US dollar | 27% | 21% |
Chinese yuan | 4% | 5% |
Other currencies(1) | 4% | 4% |
Total | 100% | 100% |
|
As a % of financial debt | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Unhedged variable rates | 43% | 38% |
Fixed rates | 57% | 62% |
Total | 100% | 100% |
The Group does not have any interest rate contracts.
In thousands of euros | December 31, 2023 | December 31, 2022 restated | ||
---|---|---|---|---|
Assets | Liabilities | Assets | Liabilities | |
Exchange rate derivatives | 4,393 | (99) | 11,152 | (709) |
Total balance sheet | 4,393 | (99) | 11,152 | (709) |
The Group uses derivatives to hedge its exposure to currency risk.
The Group has chosen a hedging policy to cover the highly probable future transactions in its entities’ foreign currencies. Hedging instruments implemented in this respect are forward purchases of foreign currencies. The Group has applied to these instruments the accounting treatment of cash-flow hedges as planned by the applicable IFRS: instruments are measured at fair value and changes in value are recognized in equity for the effective portion. These amounts recognized in equity are reported in profit or loss when the hedged forecast cash-flows affect income.
At December 31, 2023, the fair value of the instruments subscribed and thus recognized was €4,294 thousand, including €35 thousand recognized in equity.
Changes in the fair value of currency hedging instruments are recognized in net financial income (expense).
| December 31, 2023 | December 31, 2022 | ||||||
---|---|---|---|---|---|---|---|---|
Fair value | Notional amount | Medium-term exchange rate | Exchange rate at December 31, 2023 | Fair value | Notional amount | Medium-term exchange rate | Exchange rate at December 31, 2022 | |
Currency/ | Currency/ | Currency/ | Currency/ | |||||
Net sell position (net buy position if >0) |
|
|
|
| ||||
USD/EUR – Forward currency swap | +4,140 | (422,300) | 1.0936 | 1.1050 | +10,184 | (473,700) | 1.0448 | 1.0666 |
Other positions of Forward exchange and currency swap contracts | +154 |
|
|
| +259 |
|
|
|
Total | +4,294 |
|
|
| +10,443 |
|
|
|
In thousands of euros | December 31, 2023 | December 31, 2022 |
---|---|---|
Impact of change in foreign exchange hedging portfolio on income (ineffective portion)(1) | (6,036) | 11,184 |
Impact of change in foreign currency hedging portfolio on equity (effective portion) | (113) | 601 |
Total | (6,149) | 11,785 |
|
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Trade payables | 1,621,520 | 1,589,792 |
Due to suppliers of fixed assets | 77,261 | 88,543 |
Total | 1,698,781 | 1,678,335 |
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Employee benefits expense | 237,155 | 209,191 |
Income taxes | 46,376 | 35,032 |
Other taxes | 124,581 | 167,154 |
Other payables | 455,093 | 390,861 |
Customer prepayments – Deferred revenues | 446,990 | 351,560 |
Total | 1,310,196 | 1,153,797 |
In thousands of currency units | Liabilities at December 31, 2023 | Liabilities at December 31, 2022 restated | ||||
---|---|---|---|---|---|---|
Local currency | Euro | % | Local currency | Euro | % | |
EUR – Euro | 1,691,854 | 1,691,854 | 56% | 1,627,569 | 1,627,569 | 57% |
USD – US dollar | 790,079 | 715,004 | 24% | 748,382 | 701,651 | 25% |
GBP – Pound sterling | 80,920 | 93,113 | 3% | 64,731 | 72,983 | 3% |
CNY – Chinese yuan | 1,040,031 | 132,473 | 4% | 1,079,500 | 146,707 | 5% |
BRL – Brazilian real | 451,270 | 84,164 | 3% | 304,652 | 54,030 | 2% |
Other – Other currencies |
| 292,370 | 10% |
| 229,192 | 8% |
Total |
| 3,008,977 | 100% |
| 2,832,132 | 100% |
Of which: |
|
|
|
|
|
|
Trade payables |
| 1,698,781 | 56% |
| 1,678,335 | 59% |
Other operating liabilities |
| 1,310,196 | 44% |
| 1,153,797 | 41% |
Compagnie Plastic Omnium has set up a global cash management system centralized within its subsidiary Plastic Omnium Finance, which manages liquidity, currency and interest rate risks on behalf of its subsidiaries. The market risk strategy, which may take the form of on- and off-balance sheet commitments, is validated quarterly by the Group’s Senior Executives.
The Group’s objective is to have, at all times, sufficient financial resources to enable it to carry out its current business, fund the investments required for its development and also to respond to any exceptional events.
This goal is achieved through the use of the capital markets, leading to capital and financial debt management.
As part of its capital management strategy, the Group compensates its shareholders primarily through the payment of dividends and may make adjustments in line with changes in economic conditions.
The capital structure may be adjusted by paying ordinary or special dividends, through share buybacks and cancellation of treasury stock, returning a portion of capital to shareholders or issuing new shares and/or securities giving rights to capital.
The Group uses the gearing ratio, corresponding to the ratio of consolidated net debt to equity, as an indicator of the Group’s leverage. The Group includes in net debt all financial liabilities and commitments, interest-bearing liabilities, other than operating payables, less cash and cash equivalents and other non-operating financial assets, such as marketable securities and loans.
At December 31, 2023 and December 31, 2022, the gearing ratio was as follows:
In thousands of euros | December 31, 2023 | December 31, 2022 restated |
---|---|---|
Net financial debt(1) | 1,539,746 | 1,668,644 |
Equity(2) | 1,980,117 | 1,918,926 |
Gearing ratio | 77.76% | 86.96% |
|
None of the Group’s bank loans or financial liabilities contains covenants providing for early repayment in the event of non-compliance with financial ratios.
As part of its capital management, the liquidity account shows the following positions:
Plastic Omnium’s business requires the purchase of large quantities of plastic, steel, paint and other raw materials subject to price changes that could have an impact on its operating margin.
To limit the risks associated with such price fluctuations, the Group has negotiated selling price indexation clauses with most of its customers or, failing that, regularly renegotiates selling prices.
Credit risk covers customer credit risk and bank counterparty risk.
At December 31, 2023, 7.0% of the Group’s “Trade receivables” was past due versus 10.4% at December 31, 2022 restated. Trade receivables break down as follows:
In thousands of euros | At December 31, 2023 | ||||||
---|---|---|---|---|---|---|---|
Total outstanding | Not yet due | Due and past due | Less than 1 month | 1-6 months | 6-12 months | More than 12 months | |
Total | 1,013,778 | 942,509 | 71,269 | 35,008 | 19,520 | 9,666 | 7,073 |
In thousands of euros | At December 31, 2022 restated | ||||||
---|---|---|---|---|---|---|---|
Total outstanding | Not yet due | Due and past due | Less than 1 month | 1-6 months | 6-12 months | More than 12 months | |
Total | 1,004,894 | 899,928 | 104,966 | 74,137 | 22,156 | 4,901 | 3,772 |
The risk of non-recovery of trade receivables is low and involves only an immaterial amount of receivables more than twelve months past due.
Sensitivity tests on movements in currencies of “Trade and other receivables” give the following results:
In thousands of currency units | Sensitivity tests on receivables at December 31, 2023 | Sensitivity tests on receivables at December 31, 2022 restated |
| ||||||||||
Base | Increase | Decrease | Base | Increase | Decrease |
| |||||||
+10% | +20% | -10% | -20% | +10% | +20% | -10% | -20% |
| |||||
Local currency | Exchange rate | % | % | % | % | Local currency | Exchange rate | % | % | % | % |
| |
EUR – Euro | 679,358 | 1.0000 | 45% | 42% | 50% | 52% | 698,842 | 1.0000 | 45% | 43% | 50% | 53% |
|
USD – US dollar | 439,600 | 0.9050 | 29% | 30% | 26% | 25% | 474,783 | 0.9376 | 31% | 33% | 28% | 27% |
|
CNY – Chinese yuan | 914,337 | 0.1274 | 8% | 9% | 8% | 7% | 934,522 | 0.1359 | 9% | 9% | 8% | 8% |
|
GBP – Pound sterling | 3,914 | 1.1507 | - | - | - | - | 45,936 | 1.1275 | 4% | 4% | 3% | 3% |
|
Other – Other currencies | - | - | 18% | 19% | 16% | 15% | - | - | 11% | 11% | 10% | 10% |
|
Total |
| 1,448,481 | 1,524,728 | 1,601,579 | 1,371,024 | 1,294,172 |
| 1,485,578 | 1,564,145 | 1,642,809 | 1,406,817 | 1,328,153 |
|
Of which: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
| 1,013,778 | 1,067,154 | 1,120,942 | 959,577 | 905,788 |
| 1,004,894 | 1,058,035 | 1,111,246 | 951,614 | 898,403 |
|
Other receivables |
| 434,703 | 457,574 | 480,637 | 411,447 | 388,384 |
| 480,679 | 506,110 | 531,563 | 455,203 | 429,750 |
|
Exchange rate sensitivity tests on “Trade and other receivables” and “Trade payables and other operating liabilities by currency” (see Notes 5.1.7 and 5.2.8.3) show a low sensitivity of these items to changes in exchange rates.
Sensitivity tests on changes in foreign exchange rates of “Trade payables and other liabilities” give the following results:
In thousands of currency units | Sensitivity tests on liabilities at December 31, 2023 | Sensitivity tests on liabilities at December 31, 2022 restated | ||||||||||
Base | Increase – | Decrease – | Base | Increase – | Decrease – | |||||||
+10% | +20% | -10% | -20% | +10% | +20% | -10% | -20% | |||||
Local currency | Conversion rate | % | % | % | % | Local currency | Conversion rate | % | % | % | % | |
EUR – Euro | 1,691,854 | 1.0000 | 54% | 52% | 59% | 62% | 1,627,569 | 1.0000 | 54% | 53% | 60% | 63% |
USD – US dollar | 790,079 | 0.9050 | 25% | 26% | 22% | 21% | 748,382 | 0.9376 | 26% | 27% | 23% | 22% |
GBP – Pound sterling | 80,920 | 1.1507 | 3% | 3% | 3% | 3% | 64,731 | 1.1275 | 3% | 3% | 2% | 2% |
CNY – Chinese yuan | 1,040,031 | 0.1274 | 5% | 5% | 4% | 4% | 1,079,500 | 0.1359 | 5% | 6% | 5% | 5% |
BRL – Brazilian real | 451,270 | 0.1865 | 3% | 3% | 3% | 2% | 304,652 | 0.1774 | 2% | 2% | 2% | 2% |
Other – Other currencies |
|
| 10% | 11% | 9% | 8% |
|
| 9% | 9% | 8% | 7% |
Total |
| 3,008,977 | 3,140,478 | 3,272,171 | 2,877,092 | 2,745,399 |
| 2,832,129 | 2,952,539 | 3,072,990 | 2,711,635 | 2,591,184 |
Of which: |
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables |
| 1,698,781 | 1,773,023 | 1,847,373 | 1,624,323 | 1,549,973 |
| 1,678,332 | 1,749,689 | 1,821,069 | 1,606,928 | 1,535,548 |
Other operating liabilities |
| 1,310,196 | 1,367,455 | 1,424,798 | 1,252,769 | 1,195,426 |
| 1,153,797 | 1,202,850 | 1,251,921 | 1,104,707 | 1,055,635 |
Exchange rate sensitivity tests on “Trade payables and other liabilities” and “Trade and other receivables” (see Notes 5.1.7 and 5.2.8.3) show an immaterial net sensitivity to exchange rate fluctuations at December 31, 2023.
The Group invests its cash surplus with leading banks and/or in highly-rated securities.
The Group must at all times have sufficient financial resources to finance the current business and the investments required to support its development, but also to withstand any exceptional events.
This goal is mainly achieved by using medium-term lines of credit with banking institutions but also by short-term bank resources.
The cash position of the Group is monitored daily for each business division and at central level, and a weekly summary report is submitted to the Group’s Senior Executives.
Undiscounted values can be reconciled with the information in the table in Note 6.4.2 on “Liquidity risk by maturity”. None at December 31, 2023.
Liquidity risk by maturity is calculated on the basis of the undiscounted contractual cash-flows of financial assets and liabilities. The liquidity risk analysis shows the following:
At December 31, 2023
In thousands of euros | December 31, 2023 | Less than | 1 to 5 | More than 5 years |
---|---|---|---|---|
FINANCIAL ASSETS |
|
|
|
|
Non-consolidated investments and convertible bonds | 23,860 | - | 23,860 | - |
Non-current financial assets | 105,558 | - | 105,558 | - |
Trade receivables | 1,013,778 | 1,006,705 | 7,073 | - |
Customers financing and other financial receivables | 3,652 | 3,652 | - | - |
Hedging instruments | 4,393 | 4,393 | - | - |
Cash and cash equivalents | 637,440 | 637,440 | - | - |
Total financial assets | 1,788,682 | 1,652,191 | 136,491 | - |
FINANCIAL LIABILITIES |
|
|
|
|
Non-current borrowings(1) | 1,007,726 | - | 752,453 | 255,273 |
Bank overdrafts | 3,429 | 3,429 | - | - |
Current borrowings(2) | 1,363,194 | 1,363,194 | - | - |
Hedging instruments | 99 | 99 | - | - |
Trade payables | 1,698,781 | 1,698,781 | - | - |
Total financial liabilities | 4,073,229 | 3,065,503 | 752,453 | 255,273 |
Financial assets and financial liabilities - net | (2,284,547) | (1,413,312) | (615,962) | (255,273) |
|
At December 31, 2022
In thousands of euros | December 31, 2022 restated | Less than | 1 to 5 | More than 5 years |
---|---|---|---|---|
FINANCIAL ASSETS |
|
|
|
|
Non-consolidated investments and convertible bonds | 20,334 | - | 20,334 | - |
Non-current financial assets | 88,730 | - | 88,730 | - |
Trade receivables | 1,004,894 | 1,001,123 | 3,772 | - |
Customers financing and other financial receivables | 955 | 955 | - | - |
Hedging instruments | 11,152 | 11,152 | - | - |
Cash and cash equivalents | 575,625 | 575,625 | - | - |
Total financial assets | 1,701,690 | 1,588,855 | 112,836 | - |
FINANCIAL LIABILITIES |
|
|
|
|
Non-current borrowings(1) | 1,517,518 | - | 1,287,458 | 230,060 |
Bank overdrafts | 15,022 | 15,022 | - | - |
Current borrowings(2) | 891,767 | 891,767 | - | - |
Hedging instruments | 709 | 709 | - | - |
Trade payables | 1,678,335 | 1,678,335 | - | - |
Total financial liabilities | 4,103,352 | 2,585,833 | 1,287,458 | 230,060 |
Financial assets and financial liabilities – net | (2,401,662) | (996,978) | (1,174,622) | (230,060) |
|
Plastic Omnium’s business is based for the most part on local plants: by producing locally what is sold locally, the Group has little exposure to currency fluctuations, except for the translation of financial statements of companies whose functional currency is not the euro.
The Group’s policy is to minimize the currency risk arising from transactions that will result in future payment or future revenue. If a transaction does give rise to a material currency risk, it is hedged with a forward currency contract. The subsidiary involved places this hedge with the Group Treasury Department or, with the latter’s approval, locally.
Interest rate risk relates to the possibility of an increase in variable rates for variable rate debt, which would adversely affect net financial income (expense). Interest rate risk is managed on the basis of the Group’s consolidated debt with the main objective of maintaining a durably low consolidated financing cost in light of the Group’s operating profitability.
At December 31, 2023 as at December 31, 2022, the Group’s financial debt was predominantly fixed rate (see Note 5.2.6.9 “Analysis of gross financial debt by type of interest rate”).
Financial transactions, particularly interest rate hedges, are carried out with a broad panel of leading financial institutions. A competitive bidding process is carried out for any significant financial transactions and maintaining a satisfactory diversification of resources and participants is a selection criterion.
As of December 31, 2023, taking into account the variable-rate financial debt position presented in Note 5.2.6.9 (“Analysis of gross financial debt by type of interest rate”), the outstanding amount of receivables sold presented in Note 5.1.7.1 (“Sale of receivables”) and the central cash position invested at variable rates, the Group estimates that a 1% increase in short-term interest rates would lead to an increase in the Group's annual net financial expenses of around €12.0 million.
Most derivatives are traded over-the-counter for which there are no listed prices. Therefore, their valuation is based on models commonly used by traders to value these financial instruments (models for discounting future cash-flows or option valuation models).
Financial assets and liabilities by category and fair value break down as follows:
In thousands of euros ASSETS | 2023 |
|
| ||||||||
At amortized cost | At fair value | Total carrying amount | Valued at cost | Instrument listed on an active market (level 1) | Valuations based on observable market data (level 2) | Valuations based on unobservable market data (level 3) |
|
| |||
Through profit or loss | Through share | Through share |
|
| |||||||
Non-consolidated equity investments | - | - | 23,860 | - | 23,860 | 23,860 | - | - | - |
|
|
Long-term investments in equities and funds | - | 40,035 | 52,485 | - | 92,520 | - | 92,520 | - | - |
|
|
Other non-current financial assets | 13,038 | - | - | - | 13,038 | - | - | - | - |
|
|
Customer financing and other financial receivables | 3,652 | - | - | - | 3,652 | - | - | - | - |
|
|
Trade receivables | 1,013,778 | - | - | - | 1,013,778 | - | - | - | - |
|
|
Hedging instruments | - | 4,393 | - | - | 4,393 | - | - | 4,393 | - |
|
|
Cash and cash equivalents | - | 637,440 | - | - | 637,440 | - | - | 637,440 | - |
|
|
In thousands of euros LIABILITIES | At amortized cost | At fair value | Total carrying amount | Valued at cost | Instrument listed on an active market (level 1) | Valuations based on observable market data (level 2) | Valuations based on unobservable market data (level 3) | ||
---|---|---|---|---|---|---|---|---|---|
Through profit or loss | Through share | Through share | |||||||
Non-current borrowings(1) | 974,874 | - | - | - | 974,874 | - | - | - | - |
Bank overdrafts | 3,429 | - | - | - | 3,429 | - | - | - | - |
Current borrowings(1) | 1,312,387 | - | - | - | 1,312,387 | - | - | - | - |
Hedging instruments | - | 575 | - | (475) | 99 | - | - | 99 | - |
Trade payables | 1,698,781 | - | - | - | 1,698,781 | - | - | - | - |
|
In 2023, as in 2022, there was no transfer between fair value levels.
In thousands of euros ASSETS | 2022 restated | ||||||||
At amortized cost | At fair value | Total carrying amount | Valued at cost | Instrument listed on an active market (level 1) | Valuations based on observable market data (level 2) | Valuations based on unobservable market data (level 3) | |||
Through profit or loss | Through share | Through share | |||||||
Non-consolidated equity investments | - | - | 20,334 | - | 20,334 | 20,334 | - | - | - |
Long-term investments in equities and funds | - | - | 76,298 | - | 76,298 | - | 76,298 | - | - |
Other non-current financial assets | 12,432 | - | - | - | 12,432 | - | - | - | - |
Customer financing and other financial receivables | 955 | - | - | - | 955 | - | - | - | - |
Trade receivables | 1,004,894 | - | - | - | 1,004,894 | - | - | - | - |
Hedging instruments | - | 11,152 | - | - | 11,152 | - | - | 11,152 | - |
Cash and cash equivalents | - | 575,625 | - | - | 575,625 | - | - | 575,625 | - |
In thousands of euros LIABILITIES | At amortized cost | At fair value | Total carrying amount | Valued at cost | Instrument listed on an active market (level 1) | Valuations based on observable market data (level 2) | Valuations based on unobservable market data (level 3) | ||
---|---|---|---|---|---|---|---|---|---|
Through profit or loss | Through share | Through share | |||||||
Non-current borrowings(1) | 1,474,069 | - |
| - | 1,474,069 | - | - | - | - |
Bank overdrafts | 15,022 | - |
| - | 15,022 | - | - | - | - |
Current borrowings(1) | 855,290 | - |
| - | 855,290 | - | - | - | - |
Hedging instruments | - | 461 |
| 248 | 709 | - | - | 709 | - |
Trade payables | 1,678,335 | - |
| - | 1,678,335 | - | - | - | - |
(1) See Note 5.2.6.7 “Reconciliation of gross and net financial debt”. This item includes “Finance lease liabilities” and “Bonds and bank loans”. (2) CFH: “Cash-Flow Hedge”. |
In 2022, as in 2021, there was no transfer between fair value levels.
The fair value of financial assets and liabilities at amortized cost is close to the carrying amount, except for borrowings.
In thousands of euros | Balance sheet values at December 31, 2023 | Fair value at December 31, 2023 | ||||
---|---|---|---|---|---|---|
Total | Current | Non-current | Total | Current | Non-current | |
Bonds and bank loans(1) | 1,954,624 | 1,229,231 | 725,393 | 1,922,583 | 1,218,880 | 703,704 |
In thousands of euros | Balance sheet values at December 31, 2022 restated | Fair value at December 31, 2022 | ||||
---|---|---|---|---|---|---|
Total | Current | Non-current | Total | Current | Non-current | |
Bonds and bank loans(1) | 1,997,707 | 783,767 | 1,213,940 | 1,881,065 | 770,084 | 1,110,981 |
|
Methods for measuring fair value:
| December 31, 2023 | December 31, 2022 | |||||
---|---|---|---|---|---|---|---|
Excluding temporary | Temporary | Total | Excluding temporary | Temporary | Total | Changes/ | |
France | 3,016 | 442 | 3,458 | 2,899 | 613 | 3,512 | -2% |
% | 10.1% | 10.8% | 10.2% | 9.6% | 14.5% | 10.2% |
|
Europe excluding France | 14,483 | 1,935 | 16,418 | 14,836 | 1,874 | 16,710 | -2% |
% | 48.5% | 47.3% | 48.3% | 49.1% | 44.2% | 48.5% |
|
North America | 7,397 | 506 | 7,903 | 7,411 | 433 | 7,844 | 1% |
% | 24.7% | 12.4% | 23.3% | 24.5% | 10.2% | 22.8% |
|
Asia and South America(1) | 4,995 | 1,209 | 6,204 | 5,074 | 1,316 | 6,390 | -3% |
% | 16.7% | 29.5% | 18.3% | 16.8% | 31.1% | 18.5% |
|
Total | 29,891 | 4,092 | 33,983 | 30,220 | 4,236 | 34,456 | -1% |
|
At December 31, 2023
In thousands of euros | Total | On intangible assets | On property, plant and equipment | On financial assets and liabilities | On other non-financial current assets/liabilities |
---|---|---|---|---|---|
Surety bonds granted(1) | (131,989) | - | (8,538) | (122,423) | (1,028) |
Commitments to purchase assets(2) | (37,809) | - | (37,809) | - | - |
Other off-balance sheet commitments | (66) | - | (66) | - | - |
Total commitments given | (169,864) | - | (46,413) | (122,423) | (1,028) |
Surety bonds received | 288 | - | 288 | - | - |
Total commitments received | 288 | - | 288 | - | - |
Total commitments – net | (169,576) | - | (46,125) | (122,423) | (1,028) |
At December 31, 2022
In thousands of euros | Total | On intangible assets | On property, plant and equipment | On financial assets and liabilities | On other non-financial current assets/liabilities |
---|---|---|---|---|---|
Surety bonds granted(3) | (77,152) | - | (8,300) | (68,777) | (75) |
Commitments to purchase assets(4) | (38,132) | (70) | (38,062) | - | - |
Other off-balance sheet commitments | (106) | - | (31) | (75) | - |
Total commitments given | (115,390) | (70) | (46,393) | (68,852) | (75) |
Other commitments received | 132 | - | 132 | - | - |
Total commitments received | 132 | - | 132 | - | - |
Total commitments – net | (115,258) | (70) | (46,261) | (68,852) | (75) |
|
Executive corporate officers are, in accordance with IAS 24 “Persons with the authority and responsibility for planning, directing and controlling the activities” of Compagnie Plastic Omnium and its subsidiaries.
Under a free share award plan, the Board of Directors’ meeting on February 21, 2023 granted 92,025 shares to the executive corporate officers of Compagnie Plastic Omnium. See Note 5.2.3 “Share-based payments” on the terms of allocation.
The total amount of compensation paid to members of the Board of Directors and executive corporate officers is presented in the table below:
In thousands of euros | Paid or payable by… | 2023 | 2022 |
---|---|---|---|
Directors’ fees | Paid by Compagnie Plastic Omnium | 154 | 165 |
Directors’ fees | Paid by companies controlled by Compagnie Plastic Omnium (excl. Compagnie Plastic Omnium) and by Burelle SA | 117 | 106 |
Gross compensation | Payable by the Plastic Omnium Group | 4,977 | 4,201 |
Supplementary pension plans | Payable by the Plastic Omnium Group | 963 | 601 |
Cost of stock option and share purchase plans and free share plans | Payable by the Plastic Omnium Group | 1,489 | 1,070 |
Cost to be spread over the vesting period | 1,231 | 802 | |
Social contributions related to the new plan of the period | 258 | 268 | |
Total compensation |
| 7,700 | 6,143 |
The items presented below relate to transactions before application of the Group's share.
At December 31, 2023 In thousands of euros | Sales | Direct and indirect costs | Royalties and management fees | Trade payables | Other receivables |
---|---|---|---|---|---|
YFPO and its subsidiaries | 3,675 | (462) | (11,475) | 8,889 | 718 |
B.P.O. AS |
| (2,561) | (144) |
|
|
EKPO Fuel Cell Technologies | 1,639 | - | (206) | 261 | 427 |
Total | 5,314 | (3,023) | (11,825) | 9,150 | 1,145 |
At December 31, 2022 In thousands of euros | Sales | Direct and indirect costs | Royalties and management fees | Trade payables | Other receivables |
---|---|---|---|---|---|
YFPO and its subsidiaries | 2,737 | (130) | (11,620) | 8,519 | 517 |
B.P.O. AS |
| (2,673) |
| 220 |
|
EKPO Fuel Cell Technologies | 1,670 | (193) |
|
|
|
Total | 4,407 | (2,996) | (11,620) | 8,739 | 517 |
The information presented below is related to transactions in the Financial Statements at the Group's share.
At December 31, 2023
2023 In thousands of euros | % interest | Dividends approved and paid | Dividends approved and payable at closing | Dividends approved the previous fiscal year and paid during the period |
---|---|---|---|---|
The joint venture YFPO and its subsidiaries | 49.95% | 41,463 | - | - |
B.P.O. AS | 49.98% | 642 | - | 979 |
SHB Automotive Modules (HBPO) | 50.00% | 8,384 | - | - |
Total |
| 50,489 | - | 979 |
2022 In thousands of euros | % interest | Dividends approved and paid | Dividends approved and payable at closing | Dividends approved the previous fiscal year and paid during the period |
---|---|---|---|---|
The joint venture YFPO and its subsidiaries | 49.95% | 31,327 | - | - |
B.P.O. AS | 49.98% | 1,965 | 979 | - |
SHB Automotive Modules (HBPO) | 50.00% | 4,016 | - | - |
Total |
| 37,308 | 979 | - |
At December 31, 2023
In thousands of euros | Direct and indirect costs | Royalties and management fees | Proceeds from disposal of property, plant and equipment including investment property | Other Operating income and expenses | Financial income and expenses | Current accounts | Deposits | Trade payables | Trade receivables | Other receivables | Other debtors |
---|---|---|---|---|---|---|---|---|---|---|---|
Sofiparc SAS | - | (6,353) | - | - | 7 | - | 1,283 | 2,127 | 56 | 1,608 | - |
Burelle SA | - | 602 | - | - | 8 | - | - | - | - | 61 | - |
Burelle Participations SA | - | 171 | - | - | 4 | - | - | - | - | - | - |
Sofiparc Hotels | - | 32 | - | - | - | - | - | - | - | - | - |
At December 31, 2022 restated
In thousands of euros | Direct and indirect costs | Royalties and management fees | Proceeds from disposal of property, plant and equipment including investment property | Financial income and expenses | Current accounts | Deposits | Trade payables | Trade receivables | Other receivables | Other debtors |
---|---|---|---|---|---|---|---|---|---|---|
Sofiparc SAS | - | (5,979) | - | 8 | - | 1,180 | 1,942 | 6 | - | - |
Burelle SA | 2 | 570 | - | 8 | - | - | - | - | 67 | 10 |
Burelle Participations SA | - | 126 | - | 6 | - | - | - | 4 | - | - |
Sofiparc Hotels | - | 4 | - | - | - | - | - | 4 | - | - |
In thousands of euros | 2023 | ||
---|---|---|---|
PwC | EY | Total | |
Audit services | (2,543) | (3,859) | (6,402) |
of which: |
|
|
|
Compagnie Plastic Omnium | (625) | (625) | (1,250) |
Subsidiaries | (1,918) | (3,234) | (5,152) |
Fees for services other than certification of financial statements(1) | (144) | (90) | (234) |
of which: |
|
|
|
Compagnie Plastic Omnium | (119) | (42) | (161) |
Subsidiaries | (25) | (48) | (73) |
Total | (2,687) | (3,949) | (6,636) |
|
In thousands of euros | 2022 | ||
---|---|---|---|
PwC | EY | Total | |
Audit services | (2,221) | (3,004) | (5,225) |
of which: |
|
|
|
Compagnie Plastic Omnium | (465) | (461) | (926) |
Subsidiaries | (1,756) | (2,543) | (4,299) |
Fees for services other than certification of financial statements(1) | (234) | (106) | (340) |
of which: |
|
|
|
Compagnie Plastic Omnium | - | (10) | (10) |
Subsidiaries | (234) | (96) | (330) |
Total | (2,455) | (3,110) | (5,565) |
|
Burelle SA holds 60.68% of Compagnie Plastic Omnium SE after the cancellation of the treasury stock (60.01% before cancellation of treasury stock) and fully consolidates Company Plastic Omnium SE.
Burelle SA –
69342 Lyon Cedex 07 –
No event likely to have a material impact on the Group’s business, financial position, earnings or assets and liabilities at December 31, 2023 has occurred since the closing date.
Legal name |
| Reportable segment | December 31, 2023 | December 31, 2022 | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Exterior | Powertrain | Modules | Unallo | Method of Consoli | % control | % interest | Method of Consoli | % control | % interest | ||
France |
|
|
|
|
|
|
|
|
| ||
COMPAGNIE PLASTIC OMNIUM SE |
|
|
|
| * | Parent company | Parent company | ||||
PLASTIC OMNIUM GESTION SNC |
|
|
|
| * | FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM FINANCE SNC |
|
|
|
| * | FC | 100 | 100 | FC | 100 | 100 |
SIGNALISATION FRANCE SA |
|
|
|
| * | FC | 100 | 100 | FC | 100 | 100 |
INERGY AUTOMOTIVE SYSTEMS FRANCE SAS |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO EXTERIEUR SERVICES SAS |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO EXTERIORS SA |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY SAS |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY MANAGEMENT SAS |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO EXTERIEUR SAS |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM COMPOSITES SA |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY SERVICES SAS |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY FRANCE SAS |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM CLEAN ENERGY SYSTEMS RESEARCH |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM NEW ENERGIES FRANCE SAS |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM MODULES SAS |
|
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM MANAGEMENT 4 |
|
|
|
| * | FC | 100 | 100 | FC | 100 | 100 |
PO LIGHTING SYSTEMS | b2022 | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM SOFTWARE HOUSE | b2022 |
|
|
| * | FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM e-POWER | a2022_d |
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM e-POWER FRANCE | a2022_d |
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
South Africa |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM AUTO INERGY SOUTH AFRICA (PROPRIETARY) Ltd |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
YANFENG PLASTIC OMNIUM (SOUTH AFRICA) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd | a2022 | * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
Germany |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM GmbH |
|
|
|
| * | FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO COMPONENTS GmbH |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY GERMANY GmbH |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTOMOTIVE EXTERIORS GmbH |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
EKPO FUEL CELL TECHNOLOGIES GMBH |
|
| * |
|
| EM_Ifrs | 40 | 40 | EM_Ifrs | 40 | 40 |
HBPO BETEILIGUNGSGESELLSCHAFT GmbH | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO RASTATT GmbH | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO GERMANY GmbH | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO GmbH | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO INGOLSTADT GmbH | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO REGENSBURG GmbH | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO VAIHINGEN Enz GmbH | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO SAARLAND GmbH | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM e-POWER GERMANY GmbH | a2022_d |
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM LIGHTING SYSTEMS GmbH | a2022_d | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PO LIGHTING GERMANY GmbH | a2022_d | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM INDUSTRIE GmbH | a2023 |
|
|
| * | FC | 100 | 100 | - | - | - |
HBPO BREMEN GmbH | a2023 |
|
| * |
| FC | 100 | 100 | - | - | - |
Argentina |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM AUTO INERGY ARGENTINA SA |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM SA |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
Austria |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM NEW ENERGIES WELS GMBH |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
Belgium |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM ADVANCED INNOVATION AND RESEARCH NV |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY BELGIUM SA |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTOMOTIVE BELGIUM |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
OPTIMUM CPV BVBA |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM New Energies SA |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM New Energies HERENTALS SA |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
Brazil |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM AUTO INERGY DO BRASIL LTDA |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM DO BRASIL Ltda |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PO LIGHTING DO BRASIL Ltda | a2022_d | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
Canada |
|
|
|
|
|
|
|
|
|
|
|
HBPO CANADA Inc. | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
China |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM HOLDING (SHANGHAI) Co. Ltd |
|
|
|
| * | FC | 100 | 100 | FC | 100 | 100 |
WUHAN PLASTIC OMNIUM AUTO INERGY Co. Ltd |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
BEIJING PLASTIC OMNIUM AUTO INERGY Co. Ltd |
|
| * |
|
| FC | 60 | 60 | FC | 60 | 60 |
CHONGQING PLASTIC OMNIUM AUTO INERGY Co. Ltd |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
GUANGZHOU PLASTIC OMNIUM AUTO INERGY Co. Ltd |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
NINGBO PLASTIC OMNIUM AUTO INERGY Co. Ltd |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
SHENYANG PLASTIC OMNIUM AUTO INERGY Co. Ltd |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM (SHANGHAI TIEXI) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM YIZHENG AUTOMOTIVE EXTERIOR SYSTEM Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM (SHENYANG) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM NINGBO AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM WUHAN AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM HARBIN AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM HANGZHOU AUTO EXTERIOR SYSTEMS Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM NINGDE AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANKANG AUTO PARTS RUGAO Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM (DAQING) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM (LIAONING) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd | a2022 | * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM (HE FEI) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd | a2022 | * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM (NEW DADONG) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd | a2022 | * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
YANFENG PLASTIC OMNIUM (BEIJING) AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd | a2022 | * |
|
|
| EM_Ifrs | 49.95 | 49.95 | EM_Ifrs | 49.95 | 49.95 |
CHONGQING YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR FAWAY Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 25.47 | EM_Ifrs | 49.95 | 25.47 |
GUANGZHOU ZHONGXIN YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR TRIM Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 25.47 | EM_Ifrs | 49.95 | 25.47 |
CHENGDU FAWAY YANFENG PLASTIC OMNIUM Co. Ltd |
| * |
|
|
| EM | 24.48 | 24.48 | EM | 24.48 | 24.48 |
DONGFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR SYSTEMS Co. Ltd |
| * |
|
|
| EM | 24.98 | 24.98 | EM | 24.98 | 24.98 |
CHANGCHUN HUAZHONG YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIORS Co. Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 24.98 | EM_Ifrs | 49.95 | 24.98 |
GUANGZHOU ZHONGXIN YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR SYSTEMS Co., Ltd |
| * |
|
|
| EM_Ifrs | 49.95 | 25.47 | EM_Ifrs | 49.95 | 25.47 |
HBPO CHINA BEIJING Co. Ltd | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO NANJIN Co. Ltd | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO SHANGHAI Ltd |
|
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO AUTO COMPONENTS (Shanghai) Ltd | a2022 |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM LIGHTING SYSTEMS (KUNSHAN) Co., Ltd | a2022_d | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
SHANGHAI PLASTIC OMNIUM New Energies Co., Ltd | a2022 |
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
EKPO CHINA | a2022 |
| * |
|
| EM_Ifrs | 40 | 40 | EM_Ifrs | 40 | 40 |
PO-REIN (SHANGHAI) ENERGY TECHNOLOGY Co., Ltd | a2023 |
| * |
|
| FC | 100 | 50.10 | - | - | - |
PO-REIN (SHANGHAI) ENERGY DEVELOPMENT Co., Ltd | a2023 |
| * |
|
| FC | 100 | 50.10 | - | - | - |
South Korea |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM Co. Ltd |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM KOREA NEW ENERGIES Co. Ltd |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
SHB AUTOMOTIVE MODULES | a2022_minos |
|
| * |
| EM_Ifrs | 50 | 50 | EM_Ifrs | 50 | 50 |
HBPO PYEONGTAEK Ltd | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
Spain |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM EQUIPAMIENTOS EXTERIORES SA |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY SPAIN SA |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTOMOTIVE ESPANA | c2023 | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
HBPO AUTOMOTIVE SPAIN SL | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
United States |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM Inc. |
|
|
|
| * | FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM INDUSTRIES Inc. |
|
|
|
| * | FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO EXTERIORS LLC |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY (USA) LLC |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
HBPO NORTH AMERICA Inc. | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM NEW ENERGIES USA Inc. | a2022 |
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM e-POWER Inc. | a2022_d |
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM LIGHTING SYSTEMS Inc. | a2022_d | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PO LIGHTING USA Inc. | a2022_d | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
Hungary |
|
|
|
|
|
|
|
|
|
|
|
HBPO MANUFACTURING HUNGARY Kft | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO AUTOMOTIVE HUNGARIA Kft | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO SZEKESFEHERVAR Kft | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO PROFESSIONAL SERVICES Kft | a2022 |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO EXTERIORS HUNGARY Kft | a2022 | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
India |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM AUTO EXTERIORS (INDIA) PVT Ltd |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY INDIA PVT Ltd |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY MANUFACTURING INDIA PVT Ltd |
|
| * |
|
| FC | 55 | 55 | FC | 55 | 55 |
PO LIGHTING INDIA PVT. Ltd | a2022_d | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
Indonesia |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM AUTO INERGY INDONESIA |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
Japan |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM KK |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
Malaysia |
|
|
|
|
|
|
|
|
|
|
|
HICOM HBPO SDN BHD | a2022_minos |
|
| * |
| FC | 51 | 51 | FC | 51 | 51 |
PO AUTOMOTIVE SDN BHD MALAYSIA |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
Morocco |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM AUTO INERGY (MOROCCO) SARL |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO EXTERIEUR |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PO LIGHTING MOROCCO SA | a2022_d | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
Mexico |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM INDUSTRIAL AUTO EXTERIORES RAMOS ARIZPE SA DE CV |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY MEXICO SA DE CV |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO EXTERIORES SA DE CV |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INDUSTRIAL SRL DE CV |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY INDUSTRIAL SA DE CV |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY SERVICIOS SA DE CV |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
HBPO MEXICO SA DE CV | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
PO LIGHTING MEXICO SA DE CV | a2022_d | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
Netherlands |
|
|
|
|
|
|
|
|
|
|
|
DSK PLASTIC OMNIUM BV |
|
| * |
|
| FC | 51 | 51 | FC | 51 | 51 |
PLASTIC OMNIUM AUTO INERGY NETHERLANDS HOLDING BV |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
Poland |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM AUTO INERGY POLAND Sp Z.O.O. |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO EXTERIORS Sp Z.O.O. |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO Sp Z.O.O. |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PO LIGHTING POLAND Sp Z.O.O. | a2022_d | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
Czech Republic |
|
|
|
|
|
|
|
|
|
|
|
HBPO CZECH S.R.O. | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
HBPO KVASINY S.R.O. | a2022 |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
PO LIGHTING CZECH S.R.O. | a2022_d | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
Romania |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM AUTO INERGY ROMANIA SRL |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM LIGHTING SYSTEMS SRL | a2022 | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM AUTOMOTIVE Ltd |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
HBPO UK Ltd | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
Russia |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM AUTO INERGY RUSSIA LLC |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
DSK PLASTIC OMNIUM INERGY |
|
| * |
|
| FC | 51 | 51 | FC | 51 | 51 |
Slovakia |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM AUTO EXTERIORS S.R.O. |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTO INERGY SLOVAKIA S.R.O. |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
HBPO SLOVAKIA S.R.O. | a2022_minos |
|
| * |
| FC | 100 | 100 | FC | 100 | 100 |
Switzerland |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM RE AG |
|
|
|
| * | FC | 100 | 100 | FC | 100 | 100 |
SWISS HYDROGEN |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
Thailand |
|
|
|
|
|
|
|
|
|
|
|
PLASTIC OMNIUM AUTO INERGY THAILAND Co. Ltd |
|
| * |
|
| FC | 100 | 100 | FC | 100 | 100 |
PLASTIC OMNIUM AUTOMOTIVE Co. Ltd |
| * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
Turkey |
|
|
|
|
|
|
|
|
|
|
|
B.P.O. AS |
| * |
|
|
| EM_Ifrs | 50 | 49.98 | EM_Ifrs | 50 | 49.98 |
PO LIGHTING TURKEY AS | a2022_d | * |
|
|
| FC | 100 | 100 | FC | 100 | 100 |
Consolidation method and special features: FC: EM: EM_Ifrs:
Movements for the period: a2023: b2023: c2023:
a2022: a2022_d:
AMLS Osram:
Actia Power:
VLS – Varroc Lighting Systems:
a2022_minos: b2022: c2022: |
Full consolidation. Companies that were already consolidated by the equity method before the application of the new consolidation standards at January 1, 2014. Companies consolidated by the equity method since the application of the new consolidation standards at January 1, 2014. They are included at their percentage stake in the determination of “Economic revenue”.
Companies acquired and/or created and/or whose business started during fiscal year 2023 Companies whose name was changed during fiscal year 2023. Companies sold and/or merged during fiscal year 2023
Companies acquired and/or created during fiscal year 2022 Companies acquired during fiscal year 2022 whose name was changed by the Group since the acquisition
entities integrated in the Group at July 1, 2022 “AMLS Osram GmbH” became “Plastic Omnium Lighting Systems GmbH” “AMLS Osram US” became “Plastic Omnium Lighting Systems Inc” “AMLS Osram China” became “Plastic Omnium Lighting Systems (Kunshan) Co., Ltd”
entities integrated in the Group at August 1, 2022 “Actia Power Holding” became “Plastic Omnium e-Power” “Actia Power France” became “Plastic Omnium e-Power France” “Actia Power Germany” became “Plastic Omnium e-Power Germany GmbH” “Actia Power US” became “Plastic Omnium e-Power Inc.”
entities integrated in the Group at October 6, 2022 “Varroc Lighting Systems SA Morocco” became “PO Lighting Morocco SA” “Varroc Lighting Systems CZ” became “PO Lighting Czech S.R.O” “Varroc Lighting Systems Poland” became “PO Lighting Poland Sp Z.O.O” “Varroc Lighting Systems Turkey” became “PO Lighting Turkey AS” “Varroc Lighting Systems Mexico” became “PO Lighting Mexico SA de CV” “Varroc do Brazil” became “PO Lighting do Brasil Ltda” “Varroc India SPV” became “PO Lighting India Pvt. Ltd” “Varroc Lighting Systems USA” became “PO Lighting USA Inc.” “Varroc Lighting Systems Germany GmbH” became “PO Lighting Germany GmbH”
Acquisition by the Group on December 12, 2022 of the final third of HBPO held by Hella. Companies whose name was changed during fiscal year 2022 Companies sold and/or merged during fiscal year 2022 |
(For the year ended 31 December 2023)
To the Shareholders,
In compliance with the engagement entrusted to us by your Shareholders’ Meeting, we have audited the accompanying consolidated financial statements of Compagnie Plastic Omnium SE for the year ended 31 December 2023.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group at 31 December 2023 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our report to the Audit Committee.
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under these standards are further described in the “Responsibilities of the Statutory Auditors relating to the audit of the consolidated financial statements” section of our report.
We conducted our audit engagement in compliance with the independence rules provided for in the French Commercial Code (Code de commerce) and the French Code of Ethics (Code de déontologie) for Statutory Auditors for the period from 1 January 2023 to the date of our report, and, in particular, we did not provide any non-audit services prohibited by Article 5(1) of Regulation (EU) No. 537/2014.
In accordance with the requirements of Articles L.821-53 and R.821-180 of the French Commercial Code relating to the justification of our assessments, we inform you of the key audit matters relating to the risks of material misstatement that, in our professional judgement, were most significant in our audit of the consolidated financial statements, as well as how we addressed those risks.
These matters were addressed as part of our audit of the consolidated financial statements as a whole, and therefore contributed to the opinion we formed as expressed above We do not provide a separate opinion on specific items of the consolidated financial statements.
Note 1.3.2 “Revenue/‘Revenue from Contracts with Customers’” to the consolidated financial statements
Revenue of €10,314 million is reported in the consolidated income statement of Compagnie Plastic Omnium SE at 31 December 2023.
We reviewed the revenue measurement and recognition process and identified the key controls that Management has in place regarding revenue recognition;
Notes 1.6.2 “Intangible assets”, 1.6.3 “Property, plant and equipment”, 1.6.4 “Impairment of goodwill, property, plant and equipment and intangible assets”, 1.11 “Estimates and judgements” and 2.2.3 “Asset impairment tests” to the consolidated financial statements.
At 31 December 2023, the net value of property, plant and equipment stood at €1,880 million and the net value of the development costs stood at €670 million (€159 million recognized within property, plant and equipment and €511 million recognized within intangible assets), representing approximately 32% of total assets.
We considered the valuation of development assets and property, plant and equipment to be a key audit matter due to:
Our work consisted primarily of:
As required by legal and regulatory provisions and in accordance with professional standards applicable in France, we have also performed the specific verifications on the information pertaining to the Group presented in the Board of Directors' management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
In accordance with professional standards applicable to the Statutory Auditors’ procedures for annual and consolidated financial statements presented according to the European single electronic reporting format, we have verified that the presentation of the consolidated financial statements to be included in the annual financial report referred to in paragraph I of Article L.451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) and prepared under the Chief Executive Officer’s responsibility, complies with this format, as defined by European Delegated Regulation No. 2019/815 of 17 December 2018. As it relates to the consolidated financial statements, our work included verifying that the markups in the financial statements comply with the format defined by the aforementioned Regulation.
On the basis of our work, we conclude that the presentation of the consolidated financial statements to be included in the annual financial report complies, in all material respects, with the European single electronic reporting format.
Due to the technical limitations inherent to block tagging the consolidated financial statements in the European single electronic reporting format, the content of some of the tags in the notes may not be rendered identically to the accompanying consolidated financial statements.
In addition, it is not our responsibility to ensure that the consolidated financial statements to be included by the Company in the annual financial report filed with the AMF correspond to those on which we carried out our work.
We were appointed Statutory Auditors of Compagnie Plastic Omnium SE by the Shareholders’ Meeting held on 29 April 2010 for Ernst & Young et Autres and on 21 April 2022 for PricewaterhouseCoopers Audit.
At 31 December 2023, Ernst & Young et Autres and PricewaterhouseCoopers Audit were in the
fourteenth and second consecutive year of their engagement, respectively.
Previously, Ernst & Young Audit was the Statutory Auditor of Compagnie Plastic Omnium SE from 2001.
Management is responsible for preparing consolidated financial statements giving a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and for implementing the internal control procedures it deems necessary for the preparation of consolidated financial statements that are free of material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless it expects to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial reporting procedures.
The consolidated financial statements were approved by the Board of Directors.
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free of material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions taken by users on the basis of these consolidated financial statements.
As specified in Article L.821-55 of the French Commercial Code, our audit does not include assurance on the viability or quality of the Company’s management.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors exercise professional judgement throughout the audit.
They also:
We submit a report to the Audit Committee which includes, in particular, a description of the scope of the audit and the audit programme implemented, as well as the results of our audit. We also report any significant deficiencies in internal control that we have identified regarding the accounting and financial reporting procedures.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgement, were the most significant for the audit of the consolidated financial statements and which constitute the key audit matters that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France, as defined in particular in Articles L.821-27 to L.821-34 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our independence and the related safeguard measures with the Audit Committee.
Neuilly-sur-Seine and Paris-La Défense, 14 March 2024
The Statutory Auditors
PricewaterhouseCoopers
Philippe Vincent
Audit ERNST & YOUNG ET AUTRES
May Kassis-Morin
The main changes involved the following transactions:
At December 31, 2023, Compagnie Plastic Omnium SE’s financial position showed positive net cash of €242.2 million versus positive net cash of €196 million at December 31, 2022 (see calculation on Balance sheet assets page).
Compagnie Plastic Omnium SE posted operating revenue of €36.1 million in 2023, compared with €58.2 million in 2022. This revenue mainly includes trademark license fees from subsidiaries for €34.7 million.
Net financial income for Compagnie Plastic Omnium SE was €223.7 million, versus €200.9 million in 2022. This financial income was largely composed of:
Non-operating items produced a loss of €0,7 million.
Profit before tax was €216.3 million in 2023, compared to €200.4 million in 2022.
Income tax was an expense of €1 million in 2023, compared with an expense of €4 million in 2022.
As a result, the net profit for 2023 was €215.3 million, compared with €196.3 million in 2022.
In thousands of euros | Notes | December 31, 2023 | December 31, 2022 | ||
---|---|---|---|---|---|
Gross values | Depreciation, amortization and provisions | Net amounts | Net amounts | ||
Non-current assets |
|
|
|
|
|
Intangible assets | A | 993 | 975 | 18 | 22 |
Property, plant and equipment | B | 3,760 | 885 | 2,875 | 2,953 |
Financial assets | C | 2,373,730 | 43,288 | 2,330,442 | 2,230,534 |
Total non-current assets |
| 2,378,483 | 45,148 | 2,333,335 | 2,233,509 |
Current assets |
|
|
|
|
|
Prepayments to suppliers | D | 148 | 0 | 148 | 25 |
Trade receivables | D | 9,999 | 0 | 9,999 | 15,398 |
Other receivables | D | 1,205,302 | 1,951 | 1,203,351 | 1,104,745 |
Short-term investment securities |
| 36,841 | 1,617 | 35,224 | 70,786 |
Cash and cash equivalents | E | 122,113 | 0 | 122,113 | 159,608 |
Prepaid expenses | F | 3,992 | 0 | 3,992 | 1,438 |
Total current assets |
| 1,378,395 | 3,568 | 1,374,827 | 1,352,000 |
Deferred charges (debt issuance costs) | F | 2,289 | 0 | 2,289 | 3,472 |
Bond redemption premiums | F | 625 | 0 | 625 | 1,282 |
Translation differences – assets | F | 413 | 0 | 413 | 346 |
Total |
| 3,760,205 | 48,716 | 3,711,489 | 3,590,609 |
Net cash and cash equivalents of Compagnie Plastic Omnium SE amounted to +€242.2 million in 2023, compared with +€196 million in 2022.
As of December 31, 2023, it comprised: cash and cash equivalents for €153 million, loans to subsidiaries and financial receivables for €1,912 million, cash instrument assets for €4 million, bonds for €1,207 million and current borrowings and financial debt for €620 million.
In thousands of euros | Notes | December 31, 2023 | December 31, 2022 |
---|---|---|---|
Shareholders’ equity |
|
|
|
Share capital | G | 8,731 | 8,731 |
Additional paid-in capital | G | 17,389 | 17,389 |
Other reserves | G | 1,473,903 | 1,333,711 |
Net income for the year |
| 215,317 | 196,349 |
Regulated provisions | G | 0 | 0 |
Total shareholders’ equity | G | 1,715,340 | 1,556,180 |
Provisions for contingencies and charges | H | 7,182 | 11,452 |
Liabilities |
|
|
|
Bonds | I | 1,207,230 | 1,366,981 |
Bank borrowings | I | 0 | 0 |
Other borrowings | I | 629,205 | 520,096 |
Trade payables | I | 10,222 | 17,098 |
Accrued taxes and payroll costs | I | 7,779 | 3,367 |
Other liabilities | I | 38,916 | 33,556 |
Prepaid income | I | 95,610 | 81,873 |
Total liabilities | I | 1,988,962 | 2,022,971 |
Prepaid expenses and accrued income – liabilities |
| 5 | 6 |
Total |
| 3,711,489 | 3,590,609 |
In thousands of euros | Notes | 2023 | 2022 |
---|---|---|---|
Net revenue | J | 132 | 23,382 |
Provision reversals and expense transfers |
| 1,331 | 3,306 |
Other operating revenue | J | 34,667 | 31,469 |
Total operating revenue |
| 36,130 | 58,157 |
Purchases and other external charges | K | (36,383) | (52,032) |
Taxes other than on income |
| (397) | (708) |
Personnel costs | L | (1,610) | (1,336) |
Depreciation, amortization and provisions | M | (2,938) | (2,498) |
Other expenses |
| (1,523) | (938) |
Total operating expenses |
| (42,851) | (57,512) |
Net operating income |
| (6,721) | 645 |
Total financial income | N | 315,661 | 228,900 |
Total financial expenses | N | (91,953) | (27,980) |
Net financial income | N | 223,708 | 200,920 |
Income before non-operating items |
| 216,987 | 201,565 |
Non-operating items | O | (666) | (1,190) |
Profit before tax |
| 216,321 | 200,375 |
Income tax | P | (1,004) | (4,026) |
Net income |
| 215,317 | 196,349 |
The information below constitutes the notes to the balance sheet before distribution for the fiscal year ended December 31, 2023, for which the total amounted to €3,711.5 million and the result was €215.3 million.
No expenses were added back to taxable income during 2023, in application of Articles 223 quater and 223 quinquies of the French General Tax Code.
The financial statements of Compagnie Plastic Omnium SE have been prepared in accordance with the provisions of the French Commercial Code and the French General Accounting Plan (ANC regulation 2014-03 of June 5, 2014 amended by regulation no. 2018-07 of December 10, 2018). The annual financial statements include the provisions of the French Accounting Standards Authority (Autorité des Normes Comptables – ANC) regulation 2015-05 for financial futures and hedging transactions.
The accounting conventions for preparing and presenting the Company statutory accounts have been applied in accordance with the following basic assumptions:
The basic method used for the items presented in the accounts is the historical cost method.
The accounting principles used to prepare the 2023 financial statements are the same as those used in 2022.
The significant accounting policies applied are described below.
Property, plant and equipment are initially recognized at cost and depreciated on a straight-line basis over their estimated useful lives, as follows:
The equity investments are composed of investments that enable control of the issuing company or notable influence to be exercised over it. They are intended to be retained over the long term and to contribute to the business of the holding company.
Gross values of investments in subsidiaries and affiliates are initially recognized at cost or transfer value. If applicable, a provision for impairment will be booked when the value in use or the probable realization value is lower than the net carrying amount.
At each year-end, the Company assesses the value in use of its equity investments. In the event of a lasting decline in the value in use, and if this decline is less than the net carrying amount, a provision for impairment is recognized. Value in use is determined according to a multi-criteria approach, based on management’s judgment, taking into account the share of net equity and an enterprise value approach based on discounted future cash-flows. The flows are based on the five-year plans prepared by the management of the subsidiaries and validated by management (Strat Plan). A terminal value is calculated on the basis of data for the last year, taking into account a perpetual growth rate specific to the geographical areas in which the companies operate. Qualitative elements representative of the strategic value of the investment may also be taken into account.
Related receivables are valued at their par value. Depreciation is recorded where the inventory value is less than the carrying amount. Related receivables are impaired through a provision by taking into account the overall situation and the likelihood of non-recovery.
The other long-term investments are securities that the Company intends to hold for the long term without involvement in the management of the companies in which the securities are held.
The gross value of the other long-term investments corresponds to the acquisition cost. If applicable, a provision for impairment will be booked when the value in use or the probable realization value is lower than the net carrying amount.
The Company has been authorized by Ordinary General Meetings to purchase its own shares to maintain a liquid market for its shares under a liquidity contract with an investment firm, reduce the share capital by canceling shares, or cover current or future stock option or stock grant plans for employees and directors of the Group.
The accounting classification of treasury shares depends on its final purpose:
Treasury shares are measured in line with their accounting classification (investments, stock option plans or performance share plans, shares acquired under the liquidity contract) using a FIFO (first-in, first-out) method.
The gross value equals the acquisition price, and treasury shares are valued at the average market price of the latest month. Impairment is recognized where the gross value is higher than the inventory value, except for treasury shares intended for cancelation. For shares allocated to cover stock option plans, their fair value is the lower of the exercise price of the options granted. For treasury shares allocated to the grant of performance shares, a provision for expenses is recognized for the total value of the treasury shares allocated to the employees and directors of Compagnie Plastic Omnium SE and its subsidiaries.
For shares otherwise classified, market value is determined on the basis of the average quoted stock market price during the month before the balance sheet date.
Receivables are valued at their nominal value. Depreciation is recorded where the inventory value is less than the carrying amount. Receivables are depreciated through provisions that take into account possible recovery problems.
The short-term investment securities are valued by securities category (shares held as part of the liquidity agreement, unallocated treasury shares, other short-term investment securities), using a FIFO (first-in, first-out) method.
When necessary, they are impaired, calculated for each line of similar securities.
For securities that represent listed securities, the impairment is booked to bring their net carrying amount to the closing price.
These include cash, and other items with a similar nature to cash, on hand and at the bank, as well as warrants that may be redeemed at any time after they have been subscribed.
Cash and cash equivalents are valued at their nominal value.
At closing, monetary items in foreign currencies are converted on the balance sheet at the exchange rates in effect at the closing date as an offset to items in “Translation differences – Assets/Liabilities” on the balance sheet, except for hedges, in which case revaluations are carried in net financial income and are offset by the impacts recognized on the hedging instrument. Unrealized foreign exchange gains are not recognized in accounting income.
A provision for foreign exchange losses is recognized for the total amount of unrealized losses, except for the following situations:
Bank accounts in foreign currencies are valued on the balance sheet at the exchange rate in effect at the closing date as an offset to net financial income (expense).
The Company may at times use currency derivative to hedge the currency risk on loans granted to Group companies. Realized foreign exchange gains or losses on these derivatives are recognized in net financial income to match those of the hedged items.
Unrealized foreign exchange gains and losses are recognized in financial assets and liabilities as offsets to the income statement, to show on the balance sheet their exact correspondence with the monetary items in hedged currencies.
Swaps are spread in the income statement under net financial income/expense over the hedging term.
At December 31, 2023, the Company did not hold any derivative instrument that does not qualify as a hedge.
Provisions for contingencies and charges are recognized when:
Debts are recognized at their nominal reimbursement value. They are not discounted.
Issuance costs and redemption premiums incurred at the time of borrowing are recognized as assets and spread over the life of the bond using the compound interest rate method.
Revenue is booked to profit (loss) if it is:
The Company is the parent company of the tax consolidation group that it constitutes with its French subsidiaries.
The subsidiaries of the tax consolidation scope contribute the amount that they would have had to pay if there was no consolidation to the Group’s tax consolidation tax expense.
The additional tax savings or expense resulting from the difference between the tax owed by consolidated subsidiaries and the tax resulting from the determination of the overall profit/loss is recorded by the parent company.
The tax savings enjoyed by Compagnie Plastic Omnium SE in respect of the losses incurred by its French subsidiaries are neutralized in the "Deferred revenues" account presented under liabilities. In accordance with the tax consolidation agreement, in the event of a return to the profit of the French operating subsidiaries, Compagnie Plastic Omnium SE will bear a tax expense.
Exceptional income and expenses include items designated as exceptional in nature by accounting law (in particular gains and losses on the sale of non-current assets, tax adjustments or relief other than income tax). When the nature of income or an expense also exists in the list of operating items of the French General Accounting Plan (in particular, bad debts or receivables on amortized loans and contributions paid and balancing subsidies received), they are only classified in non-operating items if their amount and/or frequency is not current.
In thousands of euros | 2022 | + | - | 2023 |
---|---|---|---|---|
Patents, trademarks and licenses | 993 | - | - | 993 |
Total, gross | 993 | - | - | 993 |
Accumulated depreciation | (971) | (4) | - | (975) |
Total, net | 22 | (4) | 0 | 18 |
In thousands of euros | 2022 | + | - | 2023 |
---|---|---|---|---|
Land | 13 | - | - | 13 |
Fixtures and fittings | 127 | - | - | 127 |
Office equipment and furniture | 3,609 | 11 | - | 3,620 |
Property, plant and equipment in progress | 11 | - | 11 | 0 |
Prepayments to suppliers of non-current assets | 0 | - | - | 0 |
Total, gross | 3,760 | 11 | 11 | 3,760 |
Accumulated depreciation | (807) | (78) | - | (885) |
Total, net | 2,953 | (67) | 11 | 2,875 |
In thousands of euros | 2022 | + | - | 2023 |
---|---|---|---|---|
Equity investments | 1,450,105 | 125,200 | 100 | 1,575,205 |
Other long-term investments | 55,143 | 21,987 | 18,849 | 58,281 |
Loans | 766,504 | - | 27,020 | 739,484 |
Other financial assets | 257 | 503 | - | 760 |
Total, gross | 2,272,009 | 147,690 | 45,969 | 2,373,730 |
Provisions for impairment | (41,475) | (32,544) | 30,731 | (43,288) |
Total, net | 2,230,534 | 115,146 | 15,238 | 2,330,442 |
Changes in equity investments relate mainly to the subscription to the capital increases of PO Lighting Systems, a wholly-owned subsidiary, for €125 million.
Impairment tests were carried out on the subsidiaries’ equity investments. These tests resulted in the reversal of the entire provision for Plastic Omnium GmbH shares, i.e. €30 million, and the allocation to provisions for impairment of Plastic Omnium Shanghai shares for €27 million.
At December 31, 2023, other long-term investments mainly consisted of:
Treasury shares held for future allocation are subject to a provision for impairment of €1.7 million at 31 December 2023.
Loans consist of medium- and long-term financing provided to entities of Plastic Omnium Group. They totaled €739.5 million, of which €730.4 million maturing in less than one year.
(In millions) Subsidiaries and affiliates | Currency | Capital in foreign currencies | Reserves and retained earnings before appropriation of profit (loss) in foreign currencies | % share of capital held | Gross carrying amount of shares held | Net carrying amount of shares held | Amount of sureties and endorsements given by the company (in euros) | Revenue for the last fiscal year in euros | Dividends received by the Company during the fiscal year (in euros) |
---|---|---|---|---|---|---|---|---|---|
1-Information concerning subsidiaries (+50% share capital held) |
|
|
| ||||||
PLASTIC OMNIUM INC | USD | 334.9 | 37.4 | 100% | 288.7 | 288.7 |
| 0.2 | 0 |
PLASTIC OMNIUM GmbH | EUR | 39.9 | 654 | 100% | 326.9 | 326.9 |
| 11.6 | 0 |
PLASTIC OMNIUM GESTION SNC | EUR | 2 | 0 | 100% | 2 | 2 |
| 131.5 | 2 |
PLASTIC OMNIUM FINANCE SNC | EUR | 0.2 | 4.2 | 100% | 0.5 | 0.5 |
| 0.3 | 5 |
PLASTIC OMNIUM AUTO EXTERIORS SA | EUR | 5.8 | 68.7 | 100% | 280.5 | 280.5 |
| 7.2 | 100 |
PLASTIC OMNIUM AUTO INERGY SAS | EUR | 119.8 | 48.1 | 100% | 315.5 | 315.5 |
| 6.3 | 70 |
PLASTIC OMNIUM RE AG | EUR | 22.2 | 7.0 | 100% | 19.8 | 19.8 |
| 0 | 1 |
PLASTIC OMNIUM MODULES SAS | EUR | 387.2 | (15.5) | 100% | 101.5 | 101.5 |
| 5.1 | 19.9 |
PLASTIC OMNIUM MANAGEMENT 4 | EUR | 0.6 | (0.9) | 100% | 10 | 0.7 |
| 0 | 0 |
SOFTWARE HOUSE SAS | EUR | 0.1 | (0.7) | 100% | 0.1 | 0.1 |
| 4.1 | 0 |
PO LIGHTING SYSTEMS | EUR | 125.1 | (11.9) | 100% | 125.1 | 125.1 |
| 29.2 | 0 |
PLASTIC OMNIUM MANAGEMENT 8 | EUR | 0.1 | 0 | 100% | 0.1 | 0.1 |
| 0 | 0 |
PLASTIC OMNIUM MANAGEMENT 10 | EUR | 0.1 | 0 | 100% | 0.1 | 0.1 |
| 0 | 0 |
PLASTIC OMNIUM HOLDING (Shanghai) CO. LTD | CNY | 801 | (215) | 100% | 100 | 73 | 3.9 | 1.1 | 0 |
2-Information concerning subsidiaries (between 10% and 50% capital held) |
|
|
| ||||||
BPO AS | TRL | - | - | 50% | 4.2 | 4.2 | - |
| 0.6 |
Total |
|
|
|
| 1,575 | 1,538.7 | 3.9 | 196.6 | 198.5 |
In thousands of euros | December 31, 2022 | December 31, 2023 | Maturity date < 1 year | Maturity date > 1 year |
---|---|---|---|---|
Prepayments to suppliers | 25 | 148 | 148 | - |
Customers | 15,398 | 9,999 | 9,999 | - |
Tax receivables | 15,028 | 18,499 | 9,828 | 8,671 |
Financial receivables – Current accounts | 1,075,620 | 1,171,799 | 1,171,799 | - |
Other receivables | 14,097 | 13,053 | 9,116 | 3,937 |
Total, net | 1,120,168 | 1,213,498 | 1,200,890 | 12,608 |
The increase in receivables between 2022 and 2023 is mainly due to the increase in the current account outstanding with the Plastic Omnium Group central treasury in the amount of €96.2 million in connection with financing transactions for businesses acquired during the previous fiscal year.
Trade receivables mainly consisted of €9.9 million in accrued income from Plastic Omnium Group companies, including €8.7 million in brand royalties, €0.3 million for the re-invoicing of patent protection costs and €1 million for the re-invoicing of securities acquisition costs to the Group's business line holding companies that acquired these securities.
Tax receivables primarily include:
Other receivables mainly include:
In thousands of euros | December 31, 2022 | + | - | December 31, 2023 |
---|---|---|---|---|
Short-term investment securities | 19,623 | 849 | 3,607 | 16,865 |
Other short-term investment securities | 52,176 | 190,039 | 222,239 | 19,976 |
Bank accounts | 159,608 | - | 37,495 | 122,113 |
Total, gross | 231,407 | 190,888 | 263,341 | 158,954 |
Provisions for short-term investment securities | (1,013) | (1,013) | 1,617 | (1,617) |
Total, net | 230,394 | 191,901 | 264,958 | 157,337 |
The item “Short-term investment securities” includes 336,000 treasury shares reserved for stock option plans, with a gross value of €9.5 million and 413,947 treasury shares reserved for the Free Performance Share plans, with a gross value of €7.3 million.
At December 31, 2023, treasury shares were broken down by plan as follows:
| Number of shares allocated at 12/31/2023 | Gross carrying amount at 12/31/2023 (in thousands of euros) | Net carrying amount at 12/31/2023 (in thousands of euros) |
---|---|---|---|
2017 Stock option plan | 336,000 | 9,519 | 3,997 |
Total | 336,000 | 9,519 | 3,997 |
| Number of shares allocated at 12/31/2023 | Carrying amount at 12/31/2023 (in thousands of euros) |
|
---|---|---|---|
Free Performance Share Plan 2020 Authorized by the Board of Directors on December 11, 2020 | 180,373 | 2,835 |
|
Free Performance Share Plan 2021 Authorized by the Board of Directors on February 17, 2021 | 45,947 | 1,170 |
|
Free Performance Share Plan 2022 Authorized by the Board of Directors on February 17, 2022 | 95,602 | 1,777 |
|
Free Performance Share Plan 2023 Authorized by the Board of Directors on February 21, 2023 | 92,025 | 1,563 |
|
Total | 413,947 | 7,345 |
|
On May 2, 2023, the expiry date of the May 2, 2019 free performance share plan, Compagnie Plastic Omnium SE granted 193,350 free shares to the Group’s employees and directors. This award resulted in the re-invoicing of the subsidiaries for a total amount of €3.6 million.
Pursuant to the authorization by the Combined General Meeting of April 21, 2022, on February 21, 2023 the Board of Directors decided to grant 92,025 performance shares to the directors of Compagnie Plastic Omnium SE on April 27, 2023. The vesting of the performance shares will occur following the General Meeting of Shareholders that will take place in 2026. The cost associated with this plan is estimated at €1.6 million at December 31, 2023. On the vesting date of the shares, the relevant subsidiary with plan beneficiaries will be re-invoiced for the cost.
As of December 31, 2023, 268,000 stock options had not been exercised. They relate to the stock option plan authorized by the Extraordinary Meeting of Shareholders of April 28, 2016 and approved by the Board of Directors’ meeting of February 22, 2017.
At December 31, 2023, the number of free shares remaining to be granted by plan, after forfeits, was as follows:
For the year | 2020 | 2021 |
---|---|---|
| Plan of April 30, 2020 | Plan of April 23, 2021 |
Date of the GM authorization | 04/26/2018 | 04/26/2018 |
Board decision date | 12/11/2020 | 02/17/2021 |
Share value in euros(1) | 15 | 28 |
Start of vesting period | 04/30/2024 | After the 2025 General Meeting of Shareholders |
Start of holding period | April 30, 2024 concerning the directors for 10% of the shares | No later than June 30, 2025 concerning the directors for a total of 10% of the shares |
End of holding period | None except on the date of dismissal of the director | On the date of dismissal of the director |
Related conditions | 50% depending on the level of cumulative free cash flow for fiscal years 2020, 2021 and 2022 and 50% based on growth in net earnings per share. The two criteria are assessed at scope and market conditions unchanged | 25% depending on the rate of Return on Capital Employed in 2021, 2022, 2023 25% depending on the level of cumulative free cash-flow in 2021, 2022, 2023 25% depending on the average annual growth rate of the Group’s consolidated revenue for 2021, 2022, 2023 25% depending on the percentage of women and deployment of actions to reduce the carbon footprint in 2021, 2022, 2023 |
Number of performance shares awarded | 228,373 | 45,947 |
Shares vested from 01/01/2023 to 12/31/2023 | 0 | 0 |
Rights canceled at 12/31/2023 | 48,000 | 0 |
Rights granted at 12/31/2023 | 0 | 0 |
Balance of rights at 12/31/2023 | 180,373 | 45,947 |
|
For the year | 2022 | 2023 |
---|---|---|
| Plan of April 22, 2022 | Plan of April 27, 2023 |
Date of the GM authorization | 04/21/2021 | 04/21/2022 |
Board decision date | 02/17/2022 | 02/21/2023 |
Share value in euros(1) | 14 | 14 |
Start of vesting period | After the 2025 General Meeting of Shareholders | After the 2026 General Meeting of Shareholders |
Start of holding period | No later than June 30, 2025 concerning the directors for a total of 10% of the shares | No later than June 30, 2026 concerning the directors for a total of 10% of the shares |
End of holding period | On the date of dismissal of the director | On the date of dismissal of the director |
Related conditions | 25% depending on the rate of return on Capital Employed in 2022, 2023, 2024 25% depending on the level of cumulative free cash-flow in 2022, 2023, 2024 25% depending on the average annual growth rate of the Group’s consolidated revenue for 2022, 2023, 2024 25% depending on the percentage of women and deployment of actions to reduce the carbon footprint in 2022, 2023, 2024 | 20% depending on the rate of Return on Capital Employed in 2023, 2024, 2025 20% depending on the level of cumulative free cash-flow in 2023, 2024, 2025 20% depending on Debt/EBITDA targets for 2023, 2024, 2025 20% based on the stock market performance objective for 2023, 2024, 2025 20% depending on the percentage of women and achievement of carbon neutrality in 2025 |
Number of performance shares awarded | 95,602 | 92,025 |
Shares vested from 01/01/2023 to 12/31/2023 | 0 | 0 |
Rights canceled at 12/31/2023 | 0 | 0 |
Rights granted at 12/31/2023 | 0 | 0 |
Balance of rights at 12/31/2023 | 95,602 | 92,025 |
|
In thousands of euros | 2023 | 2022 |
---|---|---|
Prepaid expenses | 3,992 | 1,438 |
Deferred charges (debt issuance costs) | 2,289 | 3,472 |
Bond redemption premiums | 625 | 1,282 |
Translation differences – assets | 413 | 346 |
Total, net | 7,319 | 6,538 |
The increase in prepaid expenses is related to the interest deducted on commercial paper issued in 2023.
In thousands of euros | 2022 | + | - | 2023 |
---|---|---|---|---|
Capital | 8,731 | - | - | 8,731 |
Additional paid-in capital | 17,389 | - | - | 17,389 |
Translation differences | 245 | - | - | 245 |
Legal reserve | 1,501 | - | - | 1,501 |
Other reserves | 8,956 | - | - | 8,956 |
Carried forward | 1,323,009 | 196,349 | 56,157 | 1,463,201 |
Net income for the year | 196,349 | 215,317 | 196,349 | 215,317 |
Regulated provisions | - | - | - | - |
Total | 1,556,180 | 411,666 | 252,506 | 1,715,340 |
Shares held as treasury shares numbered 1,606,330 and represented 1.10% of the Company’s capital.
The decrease in retained earnings by €56.2 million corresponds to the distribution of dividends on May 4, 2023.
Movements for the year concerning treasury shares were as follows:
In numbers of shares | Number at 01/01/2023 | Purchases | Sales | Share transfers | Allocation of free shares | Number at 12/31/2023 |
---|---|---|---|---|---|---|
Treasury shares held for cancelation | 380,000 | - | - | (380,000) | - | 0 |
Treasury shares to be allocated |
| 200,000 |
| 333,409 |
| 533,409 |
Treasury shares allocated to stock option plans | 336,000 | - | - | - | - | 336,000 |
Treasury shares allocated to the 04/27/2023 Free Performance Share Award Plan(1) | 0 | - | - | 92,025 | - | 92,025 |
Treasury shares allocated to the 04/22/2022 Free Performance Share Award Plan | 0 | - | - | 95,602 | - | 95,602 |
Treasury shares allocated to the 04/23/2021 Free Performance Share Award Plan | 45,947 | - | - | - | - | 45,947 |
Treasury shares allocated to the 12/11/2020 Free Performance Share Award Plan | 228,373 | - | - | (48,000) | - | 180,373 |
Treasury shares allocated to the 05/02/2019 Free Performance Share Award Plan | 286,386 | - | - | (93,036) | (193,350) | 0 |
Treasury shares allocated to liquidity contracts | 273,172 | 1,279,667 | (1,229,865) | - | - | 322,974 |
Total | 1,549,878 | 1,479,667 | (1,229,865) | 0 | (193,350) | 1,606,330 |
|
In value In thousands of euros | Gross value at 01/01/2023 | Purchases | Sales | Share transfers | Allocation of free shares(1) | Gross value at 12/31/2023 |
---|---|---|---|---|---|---|
Treasury shares held for cancelation | 5,756 | - | - | (5,756) | - | 0 |
Treasury shares to be allocated |
| 3,054 |
| 4,907 |
| 7,961 |
Treasury shares allocated to stock option plans | 9,518 | - | - | - | - | 9,518 |
Treasury shares allocated to the 04/27/2023 Free Performance Share Award Plan | 0 | - | - | 1,563 | - | 1,563 |
Treasury shares allocated to the 04/22/2022 Free Performance Share Award Plan | 0 | - | - | 1,777 | - | 1,777 |
Treasury shares allocated to the 04/23/2021 Free Performance Share Award Plan | 1,170 | - | - | - | - | 1,170 |
Treasury shares allocated to the 12/11/2020 Free Performance Share Award Plan | 3,590 | - | - | (755) | - | 2,835 |
Treasury shares allocated to the 05/02/2019 Free Performance Share Award Plan | 5,346 | - | - | (1,736) | (3,610) | 0 |
Treasury shares allocated to liquidity contracts | 4,006 | 17,759 | (18,000) | - | - | 3,765 |
Total | 29,386 | 20,813 | (18,000) | 0 | (3,610) | 28,589 |
|
In thousands of euros | 2022 | + | Utilized (-) | Surplus (-) | 2023 |
---|---|---|---|---|---|
Provisions for foreign exchange losses | 346 | 413 | - | (346) | 413 |
Provisions for contingencies and charges on Performance Share Plans | 9,291 | 2,069 | - | (6,016) | 5,344 |
Other provisions for contingencies and charges | 1,815 | - | - | (390) | 1,425 |
Total | 11,452 | 2,482 | 0 | (6,752) | 7,182 |
See note M
In thousands of euros | 2022 | 2023 | Maturity date < 1 year | Maturity date 1-5 years | Maturity date > 5 years |
---|---|---|---|---|---|
Bonds | 1,366,981 | 1,207,230 | 507,230 | 570,000 | 130,000 |
Bank borrowings(1) | 0 | 0 | - | - | - |
Other borrowings | 520,096 | 629,205 | 629,205 | - | - |
Total net financial liabilities | 1,887,077 | 1,836,435 | 1,136,435 | 570,000 | 130,000 |
Trade payables | 17,098 | 10,222 | 10,222 | - | - |
Accrued taxes and payroll costs | 3,367 | 7,779 | 7,779 | - | - |
Other liabilities | 33,556 | 38,916 | 14,727 | 24,189 | - |
Prepaid income(2) | 81,873 | 95,610 | 95,610 | - | - |
Total | 2,022,971 | 1,988,962 | 1,264,773 | 594,189 | 130,000 |
|
Compagnie Plastic Omnium SE repaid the balance of €159 million of the €300 million Schuldschein issued June 16, 2016, in line with its maturity date of June 17, 2023.
In addition, €619 million of commercial paper had been issued by the Company at December 31, 2023, compared to €508.5 million at December 31, 2022.
The main features of the bonds totaling €1,200 million as of December 31, 2023 are presented below:
Bond issue | Euro Bond |
---|---|
Issue (in euros) | 500,000,000 |
Maturity | June 26, 2024 |
Annual coupon – Fixed rate | 1.250% |
Listed | Euronext Paris |
Private placement | Schuldschein |
---|---|
Issue (in euros) | 300,000,000 |
Maturity | December 21, 2025 |
Annual coupon – Fixed rate | 1.632% |
Private placement | Schuldschein |
---|---|
Issue (in euros) | 15,000,000 |
Maturity | May 23, 2025 |
Annual coupon – Fixed rate | 1.7790% |
Private placement | Schuldschein |
---|---|
Issue (in euros) | 80,000,000 |
Maturity | May 23, 2025 |
Half-yearly coupon - Variable rate | 0.70% |
Private placement | Schuldschein |
---|---|
Issue (in euros) | 36,000,000 |
Maturity | May 23, 2027 |
Annual coupon – Fixed rate | 2.3550% |
Private placement | Schuldschein |
---|---|
Issue (in euros) | 139,000,000 |
Maturity | May 23, 2027 |
Half-yearly coupon – Variable rate | 1.00% |
Private placement | Schuldschein |
---|---|
Issue (in euros) | 108,000,000 |
Maturity | May 23, 2029 |
Annual coupon – Fixed rate | 2.7760% |
Private placement | Schuldschein |
---|---|
Issue (in euros) | 22,000,000 |
Maturity | May 23, 2029 |
Half-yearly coupon – Variable rate | 1.250% |
Accrued interest payable on bonds amounted to €7.2 million at December 31, 2023.
Miscellaneous current borrowings and financial debt totaling €629.2 million at December 31, 2023 mainly consisted of:
The currency swaps portfolio, created to hedge foreign-currency loans granted to subsidiaries, stood as follows:
Currency In thousands of euros | Nominal Currency | Fair value Assets | Fair value Liabilities | Fair value |
---|---|---|---|---|
CNY/EUR | 300,000 | 134 | (24) | 110 |
USD/EUR | 156,300 | 4,169 | (802) | 3,367 |
IDR/EUR | 46,085,000 | 111 | (24) | 87 |
KRW/EUR | 10,000,000 | 55 | (7) | 48 |
Total | - | 4,469 | (857) | 3,612 |
Currency In thousands of euros | Nominal Currency | Fair value Assets | Fair value Liabilities | Fair value |
---|---|---|---|---|
CNY/EUR | 390,000 | 565 | (82) | 483 |
USD/EUR | 163,300 | 9,973 | (814) | 9,159 |
IDR/EUR | 46,085,000 | 318 | (38) | 280 |
KRW/EUR | 10,000,000 | 0 | (264) | (264) |
Total | - | 10,856 | (1,198) | 9,658 |
Compagnie Plastic Omnium SE has a corporate income tax liability in respect of the tax consolidation group of €6.3 million. Payables to suppliers and social organizations amounted to €10.2 million and €0.6 million respectively at December 31, 2023.
Other liabilities mainly relate to tax current accounts with the other corporate members of the tax group for €35.7 million, including €35 million relating to tax credits and customer credits for €3.2 million.
The neutralization of the tax saving enjoyed by Compagnie Plastic Omnium SE in respect of the losses incurred by its French subsidiaries represented an amount of €95.6 million at December 31, 2023.
In thousands of euros | At December 31, 2023 |
---|---|
Other bonds, accrued interest | 7,230 |
Bank borrowings and liabilities | - |
Net financial liabilities | - |
Trade payables | 9,983 |
Accrued taxes and payroll costs | 873 |
Other liabilities | 834 |
Total | 18,920 |
Balance sheet items In thousands of euros | At December 31, 2023 |
---|---|
Assets |
|
Equity investments | 1,538,899 |
Loans | 739,484 |
Other financial assets | 32 |
Customers | 9,984 |
Financial receivables – Current accounts | 1,171,799 |
Other receivables | 12,949 |
Liabilities |
|
Trade payables | 293 |
Other liabilities | 37,982 |
Total revenue excluding expense transfers and provision reversals breaks down as follows:
In thousands of euros | 2023 | 2022 |
---|---|---|
By operating segment |
|
|
Property management income | 4 | 5 |
Other expenses re-invoiced | 128 | 23,377 |
License and service fees | 34,658 | 31,460 |
Total | 34,790 | 54,842 |
By region |
|
|
France | 3,355 | 21,689 |
International | 31,435 | 33,153 |
Total | 34,790 | 54,842 |
Other re-invoicing of costs in 2022 concerned the acquisition costs of shares to the Group segment holding companies that carried out the acquisitions.
In thousands of euros | 2023 | 2022 |
---|---|---|
Overheads and headquarters expenses | 534 | 264 |
Professional fees | 6,121 | 20,801 |
Advertising, print collateral and publication | 7,192 | 5,154 |
Travel and entertainment | 1,065 | 1,500 |
Bank charges | 7,701 | 8,036 |
Insurance | 38 | 2,305 |
Other purchases and external charges | 13,732 | 13,972 |
Total | 36,383 | 52,032 |
The decrease in purchases and external expenses mainly relates to the following items, which were severely impacted in 2022 due to planned acquisitions of new activities: fees related to acquisition projects, insurance related to external growth projects and the communication item due to communication events related to acquisitions.
In thousands of euros | 2023 | 2022 |
---|---|---|
Wages and salaries | 1,175 | 950 |
Payroll taxes | 435 | 386 |
Total | 1,610 | 1,336 |
The Board of Directors of Compagnie Plastic Omnium SE of February 21, 2023 approved the principles and criteria for the compensation of the Chairman of the Board of Directors. On the recommendation of the Compensation Committee, the Board of Directors of July 21, 2023 decided to grant exceptional bonuses to the Chief Executive Officers of the Plastic Omnium Group.
Changes in depreciations In thousands of euros | 2022 | + | - | 2023 |
---|---|---|---|---|
Trademarks, patents and software | 971 | 4 | - | 975 |
Fixtures and fittings | 102 | 8 | - | 110 |
Office equipment and furniture | 705 | 70 | - | 775 |
Total | 1,778 | 82 | 0 | 1,860 |
Changes in provision In thousands of euros | 2022 | + | - | 2023 |
---|---|---|---|---|
On assets |
|
|
|
|
Financial assets | 41,475 | 32,544 | 30,731 | 43,288 |
Other receivables | 1,263 | 1,951 | 1,263 | 1,951 |
Cash and cash equivalents | 1,013 | 1,617 | 1,013 | 1,617 |
Total | 43,751 | 36,112 | 33,007 | 46,856 |
On liabilities |
|
|
|
|
Regulated provisions | 0 | - | - | 0 |
Provisions for contingencies and charges under the Free Performance Share Plan of May 2, 2019 | 3,825 | - | 3,825 | 0 |
Provisions for contingencies and charges under the Free Performance Share Plan of April 30, 2020 | 3,024 | - | 1,606 | 1,418 |
Provisions for contingencies and charges under the Free Performance Share Plan of April 23, 2021 | 1,170 | - | 585 | 585 |
Provisions for contingencies and charges under the Free Performance Share Plan of April 22, 2022 | 1,272 | 505 | - | 1,777 |
Provisions for contingencies and charges under the Free Performance Share Plan of April 27, 2023 | 0 | 1,563 | - | 1,563 |
Other provisions for contingencies and charges | 2,161 | 414 | 736 | 1,839 |
Total | 11,452 | 2,482 | 6,752 | 7,182 |
The provision for contingencies and charges under the May 2, 2019 Free Performance Share Plan was reversed in full following the grant of 193,350 free shares to the beneficiaries at the end of the plan on May 2, 2023.
The reversals of provisions for contingencies and charges on the plans of December 11, 2020 and February 17, 2021 were recognized in view of the failure to achieve the performance conditions and the forfeited rights following the departure of beneficiaries.
Pursuant to the authorization by the Combined General Meeting of April 21, 2022, on February 21, 2023 the Board of Directors decided to grant 92,025 free performance shares to the directors of Compagnie Plastic Omnium SE on April 27, 2023. The vesting of the performance shares will occur following the General Meeting of Shareholders that will take place in 2026. The cost associated with this plan is estimated at €1.6 million at December 31, 2023. On the vesting date of the shares, the relevant subsidiary with plan beneficiaries will be re-invoiced for the cost.
In thousands of euros | 2023 | 2022 |
---|---|---|
FINANCIAL INCOME | 315,661 | 228,900 |
Dividend income | 198,526 | 156,186 |
Interest income on loans | 85,147 | 38,876 |
Reversal of provisions for impairment | 31,468 | 30,145 |
Net foreign exchange gains and losses | 0 | 3,551 |
Net gain on disposal of short-term investment securities | 495 | 117 |
Miscellaneous financial income | 25 | 25 |
FINANCIAL EXPENSES | 91,953 | 27,980 |
Interest on borrowings, commercial paper and financing | 53,261 | 26,131 |
Foreign exchange gains and losses | 4,399 | 0 |
Allocations to provisions | 34,293 | 1,849 |
Total | 223,708 | 200,920 |
Dividend income includes €196.9 million in dividends from French subsidiaries and €1.6 million received from international subsidiaries.
The reversal of the provision for impairment of €31.5 million mainly concerns the Plastic Omnium GmbH equity investment of €30 million.
Allocations to provisions amounting to €34.3 million include €27 million equity investment in Plastic Omnium Shanghai Holding investments and €5.5 million for the 336,000 treasury shares allocated to the stock option plan expiring on March 11, 2024.
The gain net of exchange rate differences mainly relates to the revaluation of loans denominated in foreign currencies.
In thousands of euros | 2023 | 2022 | ||
---|---|---|---|---|
Income | Expenses | Net | Net | |
On revenue transactions | - | (15) | (15) | (15) |
On disposals of property, plant and equipment | - | - | - | - |
On disposal of financial assets | 100 | (100) | - | - |
On disposal of shares allocated to the plans | - | - | - | - |
Other non-operating income and expenses | - | (651) | (651) | (1,175) |
|
|
|
|
|
2019 Free Performance Share Plan: delivery May 2, 2023 |
|
|
|
|
- invoicing of shares delivered to subsidiaries | 3,607 | - | 3,607 | - |
- costs of shares delivered to subsidiaries | - | (3,607) | (3,607) | - |
- reversal of invoices to be issued to subsidiaries | (3,825) | - | (3,825) | (302) |
- reversal of provision for contingencies and charges | 3,825 | - | 3,825 | 302 |
|
|
|
|
|
Reduction in invoices to be issued to subsidiaries based on the 2020 Free Performance Share Plan | (1,606) | - | (1,606) | (236) |
Reversals of provisions for the 2020 Free Performance Share Plan | 1,606 | - | 1,606 | 236 |
Reduction in invoices to be issued to subsidiaries based on the 2021 Free Performance Share Plan | (585) | - | (585) | 1,272 |
Reversals of provisions for the 2021 Free Performance Share Plan | 585 | - | 585 | - |
Invoices to be issued to subsidiaries based on the 2022 Free Performance Share Plan | 506 | - | 506 | - |
Reversals of provisions for the 2022 Free Performance Share Plan | - | (506) | (506) | (1,272) |
Invoices to be issued to subsidiaries based on the 2023 Free Performance Share Plan | 1,563 | - | 1,563 | - |
Allocations to provisions for the 2023 Free Performance Share Plan | - | (1,563) | (1,563) | - |
Total | 5,776 | (6,442) | (666) | (1,190) |
Other net non-operating income and expenses correspond to transactions carried out on treasury shares under the liquidity contract.
On May 2, 2023, the maturity date of the May 2, 2019 free share award plan, Compagnie Plastic Omnium SE granted 193,350 free shares to the Group’s beneficiary employees and directors. This award resulted in the re-invoicing of the subsidiaries for a total related amount of €3.6 million.
The costs associated with the free share allocation plans of December 11, 2020, April 23, 2021, April 22, 2022 and April 26, 2023 will be invoiced by Compagnie Plastic Omnium SE to the subsidiaries whose employees and directors benefit from the plans. The amounts concerned are recognized under “Invoices to be issued to subsidiaries under Free Performance Share Plans”. They are reduced by the departure of beneficiaries.
Treasury shares allocated to Free Performance Share Plans are the subject of a provision for expenses for an amount equal to the invoices to be issued (see Note D). The reversals of provisions correspond to the forfeiting of rights, as some beneficiaries left the Group in 2023, and the application of performance criteria.
Income statements items In thousands of euros | Related companies |
---|---|
Income |
|
Net revenue and other operating revenue | 34,857 |
Financial income | 310,516 |
Non-operating income | 5,777 |
Expenses |
|
Operating expenses | (13,874) |
Financial expenses | (19,037) |
Non-operating expenses | (5,677) |
In thousands of euros | Results for 2023 | ||
---|---|---|---|
Current | Non-operating items | Net | |
* Profit (loss) before tax | 216,987 | (666) | 216,321 |
* Tax consequences | (187,654) | 15 | (187,639) |
= Base | 29,333 | (651) | 28,682 |
Current theoretical tax (25.82%) | (7,574) | 168 | (7,406) |
Income after tax at theoretical (standard) rate | 209,413 | (498) | 208,915 |
Impact of Group relief | - | - | 16,415 |
Other tax impacts | - | - | (17,419) |
Total corporate income tax | - | - | (1,004) |
Income after tax | - | - | 215,317 |
Compagnie Plastic Omnium SE is the parent company of a tax consolidation group comprising 21 entities.
The tax consolidation impact for fiscal year 2023 was an income of €16.4 million.
The other impacts, for an amount of €17.4 million, mainly correspond to the provision for the amount of tax losses used by the tax group and likely to be charged subsequently by its subsidiaries.
The tax consolidation group’s tax loss carryforwards represent €73 million, i.e. estimated future tax savings of €18.8 million at the rate of 25.82% (rate used for deferred taxes).
Unrecognized deferred tax assets (+) and liabilities (-), excluding tax loss carryforwards, calculated at a tax rate of 25.82%, broke down as follows at December 31, 2023:
In thousands of euros | 2023 |
---|---|
Translation differences – liabilities | 5 |
Translation differences – assets | (413) |
Total net deferred tax asset | (408) |
In thousands of euros | 2023 |
---|---|
Unused EUR credit lines(1) | 30,000 |
Endorsements, sureties and guarantees given(1) | 292,586 |
Collateral | - |
Total | 322,586 |
|
In thousands of euros | 2023 |
---|---|
Unused credit lines | 1,763,000 |
Endorsements, guarantees and guarantees received | - |
Collateral | - |
Total | 1,763,000 |
The outstanding amount of confirmed medium-term credit lines increased to €1,870 million at December 31, 2023, of which €150 million was for the benefit of Group subsidiaries. The subsidiaries had drawn down €107 million from credit lines at the end of 2023. Compagnie Plastic Omnium SE had not made any drawdowns at the end of 2023.
No loans or advances were made to executive corporate officers of the Company as defined in Article L. 225-43 of the French Commercial Code.
The total compensation paid to management bodies in fiscal year 2023 amounted to €2,057,353.
On December 6, 2023, the Board of Directors of Compagnie Plastic Omnium SE decided to dissolve the subsidiary Plastic Omnium Modules by universal transfer of the assets and set the accounting effective date for this dissolution at January 9, 2024 with retroactive tax effect to January 1, 2024.
The identity of the parent company consolidating the financial statements of Compagnie Plastic Omnium SE is: Burelle SA – 19, boulevard Jules Carteret – 69342 Lyon Cedex 07, France.
At December 31, 2023, Burelle SA held 60.01% of the capital of Compagnie Plastic Omnium SE, identical to that of December 31, 2022 (% excluding treasury shares).
In thousands of euros | 2019 | 2020 | 2021 | 2022 | 2023 |
---|---|---|---|---|---|
1 - Capital at year-end |
|
|
|
|
|
a) Share capital | 8,914 | 8,914 | 8,827 | 8,731 | 8,731 |
b) Number of shares issued | 148,566,107 | 148,566,107 | 147,122,153 | 145,522,153 | 145,522,153 |
c) Number of bonds convertible into shares | 0 | 0 | 0 | 0 | 0 |
2 - Transactions and results of the fiscal year |
|
|
|
|
|
a) Revenue excluding tax and other operating revenue | 41,571 | 31,349 | 31,840 | 58,157 | 34,790 |
b) Profit before tax, depreciation, amortization and provisions | 269,118 | 99,335 | 106,447 | 173,622 | 216,875 |
c) Income tax | 1,384 | 3,889 | 3,044 | 4,025 | 1,004 |
d) Profit after tax, depreciation, amortization and provisions | 271,774 | 104,496 | 100,758 | 196,349 | 215,317 |
e) Amount of profits distributed | 71,221 | 71,287 | 41,194 | 56,754 | 56,754 |
3 - Earnings per share |
|
|
|
|
|
a) Profit after tax, before depreciation, amortization and provisions | 1.82 | 0.69 | 0.70 | 1.17 | 1.48 |
b) Profit after tax, depreciation, amortization and provisions | 1.84 | 0.70 | 0.68 | 1.35 | 1.48 |
c) Dividend paid per share | 0.49 | 0.49 | 0.28 | 0.39 | 0.39 |
4 - Personnel |
|
|
|
|
|
a) Number of employees | 0 | 1 | 1 | 1 | 1 |
b) Total payroll | 0 | 1,875 | 950 | 950 | 1,175 |
c) Employee benefits expense (social security, private welfare | 0 | 562 | 366 | 386 | 435 |
Subsidiaries and affiliates | Currency | Capital in foreign currencies | Reserves and retained earnings before appropriation of net income | % share of capital held | Gross value of shares held | Net value of shares held | Amount of sureties and endorsements given by the Company in euros | Revenue for the past fiscal year | Dividends received by the Company during the fiscal year in euros |
---|---|---|---|---|---|---|---|---|---|
1-Information concerning subsidiaries (+50% of capital held) |
|
|
| ||||||
PLASTIC OMNIUM INC | USD | 344.9 | 37.4 | 100% | 288.7 | 288,7 |
| 0.2 | 0 |
PLASTIC OMNIUM GmbH | EUR | 39.9 | 654 | 100% | 326.9 | 326,9 |
| 11.6 | 0 |
PLASTIC OMNIUM GESTION SNC | EUR | 2 | 0 | 100% | 2 | 2 |
| 131.5 | 2 |
PLASTIC OMNIUM FINANCE SNC | EUR | 0.2 | 4.2 | 100% | 0.5 | 0.5 |
| 0.3 | 5 |
PLASTIC OMNIUM AUTO EXTERIORS SA | EUR | 5.8 | 68.7 | 100% | 280.5 | 280.5 |
| 7.2 | 100 |
PLASTIC OMNIUM AUTO INERGY SAS | EUR | 119.8 | 48.1 | 100% | 315.5 | 315.5 |
| 6.3 | 70 |
PLASTIC OMNIUM RE AG | EUR | 22.2 | 7.0 | 100% | 19.8 | 19.8 |
| 0 | 1 |
PLASTIC OMNIUM MODULES SAS | EUR | 387.2 | (15.5) | 100% | 101.5 | 101.5 |
| 5.1 | 19.9 |
PLASTIC OMNIUM MANAGEMENT 4 | EUR | 0.6 | (0.9) | 100% | 10 | 0.7 |
| 0 | 0 |
SOFTWARE HOUSE SAS | EUR | 0.1 | (0.7) | 100% | 0.1 | 0.1 |
| 4.1 | 0 |
PO LIGHTING SYSTEMS | EUR | 125.1 | (11.9) | 100% | 125.1 | 125.1 |
| 29.2 | 0 |
PLASTIC OMNIUM MANAGEMENT 8 | EUR | 0.1 | 0 | 100% | 0.1 | 0.1 |
| 0 | 0 |
PLASTIC OMNIUM MANAGEMENT 10 | EUR | 0.1 | 0 | 100% | 0.1 | 0.1 |
| 0 | 0 |
PLASTIC OMNIUM HOLDING (Shanghai) CO. LTD | CNY | 801 | (215) | 100% | 100 | 73 | 3.9 | 1.1 | 0 |
2-Information concerning subsidiaries (between 10% and 50% of capital held) |
|
|
| ||||||
BPO AS | TRL | - | - | 50% | 4.2 | 4.2 |
| - | 0.6 |
Total |
|
|
|
| 1,575 | 1,538.7 | 3.9 | 196.6 | 198.5 |
Invoices received or issued but unpaid and past due as of the closing date (Table pursuant to I of Article D. 441-6 of the French Commercial Code)
In thousands of euros | Article D. 441 I. – 1º of the French Commercial Code: | Article D. 441 I. – 2º of the French Commercial Code: | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
0 days (as reference). | 1 to 30 days | 31 to 60 days | 61 to 90 days | 91 days or more | Total | 0 days (as reference) | 1 to 30 days | 31 to 60 days | 61 to 90 days | 91 days or more | Total |
|
(A) Portion past due |
|
|
|
|
|
|
|
| ||||
Number of invoices in question | - | - | - | - | - | 24 | - | - | - | - | - | 44 |
Total amount of invoices in question including tax | - | 4 | 0 | 12 | (18) | (2) | - | 2,140 | 2 | 0 | 629 | 2,771 |
Percentage of total purchases including tax in the period | - | 0.1% | 0.0% | 0.03% | -0.05% | -0.01% | - |
|
|
|
|
|
Percentage of year’s revenue including tax | - | - | - | - | - | - | - | 6.04% | 0.01% | 0.00% | 1.77% | 7.81% |
(B) Invoices excluding (A) involving disputed or non-recognized liabilities and receivables | ||||||||||||
Number of invoices excluded |
|
|
|
|
| 0 |
|
|
|
|
| 0 |
Total amount of invoices excluded |
|
|
|
|
| 0 |
|
|
|
|
| 0 |
(C) Reference payment periods used (contractual or legal period – Article L. 441-6 or Article L. 443-1 of the French Commercial Code) | ||||||||||||
Payment periods | 30 days from invoice date – 30 days from the end of the month 45 days from invoice date – 45 days from the end of the month 60 days from invoice date |
|
|
|
| Upon receipt |
(For the year ended 31 December 2023)
To the Shareholders,
In compliance with the engagement entrusted to us by your Shareholders’ Meeting, we have audited the accompanying financial statements of Compagnie Plastic Omnium SE for the year ended 31 December 2023.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company at 31 December 2022 and of the results of its operations for the year then ended in accordance with French accounting principles.
The audit opinion expressed above is consistent with our report to the Audit Committee.
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under these standards are further described in the “Responsibilities of the Statutory Auditors relating to the audit of the financial statements” section of our report.
We conducted our audit engagement in compliance with the independence rules provided for in the French Commercial Code (Code de commerce) and the French Code of Ethics (Code de déontologie) for Statutory Auditors for the period from 1 January 2023 to the date of our report, and, in particular, we did not provide any non-audit services prohibited by Article 5(1) of Regulation (EU) No. 537/2014.
In accordance with the requirements of Articles L.821-53 and R.821-180 of the French Commercial Code relating to the justification of our assessments, we inform you of the key audit matters relating to the risks of material misstatement that, in our professional judgement, were the most significant in our audit of the financial statements, as well as how we addressed those risks.
These matters were addressed as part of our audit of the financial statements as a whole, and therefore contributed to the opinion we formed as expressed above. We do not provide a separate opinion on specific items of the financial statements.
Note “Accounting policies and principles – Equity investments and related receivables” and Note “C – Financial assets” to the financial statements
At 31 December 2023, equity investments represented a gross amount of €1,575 million in the balance sheet of Compagnie Plastic Omnium SE.
In accordance with professional standards applicable in France, we have also performed the specific verifications required by French legal and regulatory provisions.
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the Board of Directors’ management report and in the other documents provided to the shareholders with respect to the Company’s financial position and the financial statements.
We attest to the fair presentation and the consistency with the financial statements of the information about payment terms referred to in Article D.441-4 of the French Commercial Code.
We attest that the Board of Directors’ report on corporate governance sets out the information required by Articles L.225-37-4, L.22-10-10 and L.22-10-9 of the French Commercial Code.
Concerning the information given in accordance with the requirements of Article L.22-10-9 of the French Commercial Code relating to remuneration and benefits paid or awarded to corporate officers and any other commitments made in their favour, we have verified its consistency with the financial statements or with the underlying information used to prepare these financial statements, and, where applicable, with the information obtained by the Company from controlled companies within its scope of consolidation. Based on this work, we attest to the accuracy and fair presentation of this information.
Concerning the information given in accordance with the requirements of Article L.22-10-11 of the French Commercial Code relating to those items the Company has deemed liable to have an impact in the event of a takeover bid or exchange offer, we have verified its consistency with the underlying documents that were disclosed to us. Based on this work, we have no matters to report with regard to this information.
In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report.
In accordance with professional standards applicable to the Statutory Auditors’ procedures for annual and consolidated financial statements presented according to the European single electronic reporting format, we have verified that the presentation of the financial statements to be included in the consolidated financial report referred to in paragraph I of Article L.451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) and prepared under the Chief Executive Officer’s responsibility, complies with this format, as defined by European Delegated Regulation No. 2019/815 of 17 December 2018.
On the basis of our work, we conclude that the presentation of the financial statements to be included in the annual financial report complies, in all material respects, with the European single electronic reporting format.
It is not our responsibility to ensure that the financial statements to be included by the Company in the annual financial report filed with the AMF correspond to those on which we carried out our work.
We were appointed Statutory Auditors of Compagnie Plastic Omnium SE by the Shareholders’ Meeting held on 29 April 2010 for Ernst & Young et Autres and on 21 April 2022 for PricewaterhouseCoopers Audit.
At 31 December 2023, Ernst & Young et Autres and PricewaterhouseCoopers Audit were in the fourteenth year and second consecutive year of their engagement, respectively.
Previously, Ernst & Young Audit was the Statutory Auditor of Compagnie Plastic Omnium SE from 2001.
Management is responsible for preparing financial statements giving a true and fair view in accordance with French accounting principles, and for implementing the internal control procedures it deems necessary for the preparation of financial statements that are free of material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless it expects to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial reporting procedures.
The financial statements were approved by the Board of Directors.
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions taken by users on the basis of these financial statements.
As specified in Article L.821-55 of the French Commercial Code, our audit does not include assurance on the viability or quality of the Company’s management.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors exercise professional judgement throughout the audit. They also:
We submit a report to the Audit Committee which includes, in particular, a description of the scope of the audit and the audit programme implemented, as well as the results of our audit. We also report any significant deficiencies in internal control that we have identified regarding the accounting and financial reporting procedures.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgement, were the most significant for the audit of the financial statements and which constitute the key audit matters that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France, as defined in particular in Articles L.821-27 to L.821-34 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our independence and the related safeguard measures with the Audit Committee.
Neuilly-sur-Seine and Paris-La Défense, 14 March 2024
The Statutory Auditors
PricewaterhouseCoopers Audit
Philippe Vincent
Ernst & Young et Autres
May Kassis-Morin
Annual General Meeting held to approve the financial statements for the year ended 31 December 2023
To the Shareholders,
In our capacity as statutory auditors of your Company, we hereby present to you our report on related party agreements.
We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements indicated to us, or that we may have identified in the performance of our engagement, as well as the reasons justifying why they benefit the Company. We are not required to give our opinion as to whether they are beneficial or appropriate or to ascertain the existence of other agreements. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce), to assess the relevance of these agreements prior to their approval.
We are also required, where applicable, to inform you in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce) of the continuation of the implementation, during the year ended 31 December 2023, of the agreements previously approved by the Annual General Meeting.
We performed those procedures which we deemed necessary in compliance with professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. These procedures consisted in verifying the consistency of the information provided to us with the relevant source documents.
In accordance with Article L. 225-40 of the French Commercial Code (Code de commerce), we have been notified of the following related party agreements which received prior authorization from your Board of Directors.
The agreement, entered on 21 december 2001, of an initial duration of five years and annually tacitly renewable, has a purpose of utilizing designs, models, industrial processes, know-how, and related technical assistance services associated with your company. The renewal of this agreement was authorized by the Board of Directors on 21 February 2023.
The royalties will be billed by your company at the rate of 1.5% of the net sales of the licensed products made by BPO-B.PLAS-Plastic Omnium Otomotiv Plastik A.S.
On 31 december 2023, your company your company has recognised income in the respect of royalty to be charged to BPO.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi A.S. for an amount of € 239 092,72.
Your Board of Directors gave the following reasons: This agreement has been approved in view of the interest it represents for your company and after having examined the financial conditions attached to it.
a) Whose implementation continued during the year ended 31 December 2023
In accordance with Article R. 225-30 of the French Commercial Code (Code de commerce), we have been notified that the implementation of the following agreements, which were approved by the Annual General Meeting in prior years, continued during the year ended 31 December 2023.
M. Laurent Favre, director and Managing Director of your company and Director of Yanfeng Plastic Omnium Automotive Exterior SystemS CO LTD.
The agreement, concluded on April 11, 2007, for a period of thirty years, concerns the use of trademarks owned by your company. It was authorized by the Board of Directors on February 26, 2013.
Royalties will be billed by your company at a rate of 0,25% of the benefits the company receives from the agreement.
On 31 december 2023, your company has recognised income in the respect of royalty to be charged to Yanfeng Plastic Omnium Automotive Systems Exterior Systems CO Ltd for an amount of € 2 710 079,89
b) which were not implemented during the year ended
In addition, we have been notified that the following agreements, which were approved by the Annual General Meeting in prior years, were not implemented during the year ended 31 December 2023.
Mr. Laurent Burelle, President and CEO of Burelle S.A., Mr. Paul Henry Lemarié, Mr. Jean Burelle and Mrs. Eliane Lemarié and Félicie Burelle, directors of Burelle SA.
This agreement was authorized by the Board of Directors on 11 December 2003 and approved by your Shareholders’ Meeting on 22 April 2004. Its aim is the reinvoicing, by the entity Burelle SA, of the share of the cost for the supplementary retirement plan, which provides to social agents in salaried positions, an additional pension of 10% of their current compensation. This share is proportional to the compensation supported by Burelle SA and your company.
As of December 31, 2023, no payments have been made by Burelle SA under the supplementary pension plan. Your Company has therefore not recognized any expense in respect of its share of the pension plan expense.
Paris-La Défense, 14 March 2024
The Statutory Auditors
PricewaterhouseCoopers Audit
Philippe Vincent
ERNST & YOUNG et Autres
May KASSIS-MORIN
For information regarding the share capital of Compagnie Plastic Omnium SE see chapter 3, section 3.5 “Information regarding the share capital” in this document.
Compagnie Plastic Omnium SE’s share capital is composed of 145,522,153 shares with a par value of €0.06, i.e. an amount of €8,731,329.18.
The Company’s securities are traded on the Euronext Paris market (ISIN code: FR0000124570). Plastic Omnium is included in the SBF120 index.
The par value of the share is €0.06. It is eligible for the deferred settlement service (SRD) and the share saving plan (PEA).
UPTEVIA manages the registered shares. The Issuers’ Service can be reached at +33 (0)826 109 119 (Calls from France cost €0.15/min + cost of call). There you may obtain all share performance data. For all other requests, Plastic Omnium Shareholders’ Services can be contacted on the following toll-free number: +33 (0)800 777 889. A dedicated “Become a shareholder” page is available on the Group’s website, under the "Finance", "Shareholders" section. It lists the different ways to hold shares and indicates the procedures to follow to become a Plastic Omnium shareholder.
Kepler Cheuvreux was appointed to intervene in the purchase and sale of the shares on behalf of Compagnie Plastic Omnium SE on the Euronext Paris market. The terms and conditions were set out in a liquidity agreement valid from January 2, 2015, with regard to its ordinary shares (Paris – ISIN code FR0000124570), providing an overall budget at commencement of €6 million.
Share price at December 31, 2023 | €12.00 |
---|---|
Average closing price of the last 30 trading sessions in 2023 | €11.73 |
Highest price in 2023 | €19.12 on 07/24/2023 |
Lowest price in 2023 | €10.11 on 10/26/2023 |
Year-on-year change at December 31, 2023 |
|
Plastic Omnium | -11.63% |
SBF 120 | +15.26% |
CAC Mid 60 | +2.14% |
Market capitalization at December 31, 2023 | €1.75 billion |
Dividend per share proposed to the General Meeting of Shareholders of April 24, 2024
The Board of Directors of Compagnie Plastic Omnium SE decided to propose the payment of a dividend of €0.39 per share, corresponding to a payout ratio of 34.5%.
Dividends must be claimed within five years. Unclaimed dividends are paid back to the Caisse des Dépôts et Consignations.
| Highest price (in euros) | Lowest price (in euros) | Transaction volume (average daily) | ||||||
---|---|---|---|---|---|---|---|---|---|
| 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 |
January | 32.94 | 24.40 | 16.04 | 27.80 | 20.02 | 14.07 | 223,474 | 170,483 | 117,809 |
February | 33.66 | 21.52 | 17.40 | 29.72 | 18.96 | 16.28 | 147,016 | 185,499 | 148,215 |
March | 34.30 | 17.65 | 18.17 | 29.88 | 15.22 | 15.06 | 174,582 | 267,495 | 126,535 |
April | 31.90 | 16.70 | 16.75 | 27.96 | 14.71 | 15.61 | 191,251 | 210,279 | 97,328 |
May | 28.28 | 17.59 | 16.11 | 27.18 | 14.50 | 14.83 | 145,719 | 137,230 | 75,940 |
June | 29.36 | 18.07 | 16.97 | 26.34 | 15.72 | 15.18 | 152,487 | 133,462 | 80,037 |
July | 27.64 | 18.21 | 19.12 | 24.88 | 15.40 | 16.26 | 189,877 | 143,135 | 97,130 |
August | 27.56 | 19.77 | 18.11 | 25.52 | 18.13 | 16.06 | 176,392 | 105,581 | 61,202 |
September | 25.02 | 18.48 | 16.40 | 21.44 | 13.23 | 15.20 | 211,647 | 204,681 | 80,712 |
October | 24.08 | 14.89 | 15.48 | 21.60 | 13.43 | 10.11 | 154,444 | 139,782 | 188,200 |
November | 25.44 | 15.70 | 11.99 | 21.46 | 13.83 | 10.91 | 166,108 | 101,483 | 173,430 |
December | 24.28 | 14.65 | 12.38 | 21.60 | 13.14 | 11.39 | 122,237 | 142,702 | 162,180 |
The Compagnie Plastic Omnium SE share price ended 2023 at €12.00, down -11.63% over the year (compared to +15.26% for the SBF 120 index and +2.14% for the CAC MID 60 index). The automotive sector continued to be particularly impacted by an uncertain environment and a context of transformation in the sector.
The Investor Relations Department acts as the interface between the Group and the international financial community comprising:
It provides accurate, precise and fairly-presented information in real time to keep interested parties updated on the Group’s strategies, divisions, financial results, and short- and medium-term outlook.
The Plastic Omnium Investor Relations Department responds to all requests for information and documentation from any individual shareholder, financial analyst or institutional investor, whether existing or potential. It also makes a dedicated “Finance” section available to them on its website, www.plasticomnium.com, with three areas, “Analysts and Investors”, “Shareholders” and “Regulated Information”, which include:
Each results publication is followed by a conference call. Lastly, within a few days following each publication, a replay is available on the website, in the “Finance” section.
All of this information is also available on smartphones and tablets on the "Plastic Omnium IR" app. This Plastic Omnium app may be downloaded via the App Store for iPhones and iPads or Google Play for Androids.
Lastly, the transparency and quality of the Group’s regulated financial and non-financial information were recognized by the Transparency Awards 2023 organized by Labrador. Plastic Omnium was ranked 12th in 2023 among a panel of 400 French companies on the SBF 120 and from outside the SBF 120.
During 2023, dialog with the financial community was mainly organized in the form of conferences, roadshows and both face-to-face and remote meetings. In total, the Group interacted with more than 300 investors during 2023.
The Group also took part in several investor meetings dedicated to ESG topics, during which it presented its governance and its social and environmental responsibility policy. Further information on Plastic Omnium's sustainable mobility commitment can be consulted in the “Sustainability” section of the Group’s website.
In addition, on May 23, 2023, the Group organized a themed session on Hydrogen, entitled “Moving Forward with Hydrogen”. During this session, attended by around 60 participants both in person and remotely, the Group Chief Executive Officer and the Managing Director of the New Energies Division presented the main trends in the hydrogen mobility market, Plastic Omnium’s offering for the various heavy mobility segments, as well as the Group’s investment policy and partnerships concluded in the field of hydrogen mobility to achieve its objectives.
Lastly, Plastic Omnium was included in Euronext CAC SBT 1.5 index on its launch in January 2023. This new index is made up solely of companies that have set clear greenhouse gas (GHG) emission reduction targets in line with the 1.5°C objective, and which have been validated by SBTi.
At December 31, 2023, Plastic Omnium had more than 17,000 individual shareholders.
In order to strengthen the dialog with shareholders and promote long-term investor engagement, the members of the Board of Directors and the entire management team pay particular attention to the relationship with individual shareholders. Since 2016, Plastic Omnium has strengthened its individual investor communication strategy by holding site visits. The Group organized a new site visit on November 30, 2023 to Herentals in Belgium. Nearly 20 individual shareholders had the opportunity to discover the Group’s production resources for hydrogen tank systems, as well as energy and emission reduction systems.
The Group also took part in a meeting of more than 250 individual shareholders on December 7, 2023 organized by the Fédération des Investisseurs Individuels et des Clubs d’investissement, an opportunity for the Group to meet with individual shareholders and present its activities, strategy, areas of development, innovation and CSR commitments.
Plastic Omnium’s efforts with its individual shareholders earned it the “Jury special award for shareholder relations within the SBF 120 (excluding CAC 40)”, awarded by Le Revenu on December 7, 2023.
Lastly, the Investor Relations department sends individual shareholders two letters to shareholders each year as well as a Shareholders’ Guide, available in the “Individual shareholders” section of the “Finance” area of the Group’s website.
2023 annual results | February 22, 2024 |
---|---|
First quarter revenue for 2024 | April 23, 2024 |
First half results for 2024 | July 23, 2024 |
Third quarter revenue for 2024 | October 28, 2024 |
General Meeting of Shareholders | April 24, 2024 |
---|---|
Ex-dividend date | April 30, 2024 |
Dividend payment date | May 3, 2024 |
COMPAGNIE PLASTIC OMNIUM SE
1 Allée Pierre Burelle
92593 Levallois Cedex – France
Tel.: +33 (0) 1 40 87 64 00
Institutional investors and financial analysts
E-mail: investor.relations@plasticomnium.com
Individual shareholders
Tel. : +33 (0) 800 777 889
(toll-free number – free call from a landline in France)
E-mail: investor.relations@plasticomnium.com
For any questions relating to registered shares:
UPTEVIA
Tel. : + 33 (0)826 109 119
(Calls €0.15/min + cost of call)
The text of the resolutions is preceded by an introductory paragraph setting out the reasons for each of the resolutions proposed. All of these paragraphs form the Board of Directors’ report to the General Meeting of Shareholders.
1st, 2nd and 3rd resolutions: Approval of the statutory and consolidated financial statements for fiscal year 2023, appropriation of net income and determination of the dividend
In light of the reports of the Board of Directors and the Statutory Auditors, the General Meeting of Shareholders is called upon to approve:
The Board of Directors proposes to the General Meeting of Shareholders the appropriation of net income and the determination of the dividend for the fiscal year ended December 31, 2023 as follows:
In euros |
|
---|---|
Given the retained earnings of | 1,463,200,159 |
And net profit for the fiscal year ended December 31, 2023 of | 215,317,327 |
Total amount to be appropriated | 1,678,517,486 |
The Board of Directors proposes to the General Meeting of Shareholders a net dividend for the fiscal year ended December 31, 2023 of €0.39 per share, unchanged from to the previous year’s dividend.
Upon payment, the dividend attributable to treasury shares held by the Company will be transferred to “Retained earnings.”
If the General Meeting of Shareholders approves this proposal, shares will trade ex-dividend as of April 30, 2024 at midnight (Paris time) and the dividend will be paid on May 3, 2024.
For individual shareholders resident for tax purposes in France, who do not opt for withholding at the flat rate of 30%, this dividend is eligible for the 40% tax relief resulting from the provisions of Article 158-3-2° of the French General Tax Code. The dividends for individual shareholders are subject to withholding at 12.8%.
Over the last three fiscal years, dividends have been distributed as follows:
Fiscal year | Number of shares with dividend rights | Dividend per share | Income eligible for the tax relief provided for in Article 158-3-2° of the French General Tax Code | Income not eligible for the tax relief provided for in Article 158-3-2° of the French General Tax Code | ||
---|---|---|---|---|---|---|
Dividends | Other income | Dividends | Other income | |||
2020 | 145,484,413 | 0.49 | 71,287,362 | - | - | - |
2021 | 144,949,672 | 0.28 | 40,585,908 | - | - | - |
2022 | 143,991,490 | 0.39 | 56,156,681 | - | - | - |
The Board of Directors recommends that this amount be appropriated as follows:
In euros |
|
---|---|
Total amount to be appropriated | 1,678,517,486 |
Appropriation: Net dividend distributed for FY 2023 | 56,753,640 |
Carried forward | 1,621,763,846 |
TOTAL APPROPRIATED | 1,678,517,486 |
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the annual financial statements for the fiscal year ended December 31, 2023, the reports of the Board of Directors and the Statutory Auditors for the fiscal year ended December 31, 2023, approves the financial statements for the said fiscal year as presented, as well as the transactions reflected in these financial statements or summarized in these reports, and showing, for said fiscal year, a net profit of €215,317,327.
The General Meeting of Shareholders, on the proposition of the Board of Directors, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, and noting that the results for the fiscal year ended December 31, 2023 show a net profit of €215,317,327 and that retained earnings totaled €1,463,200,159 as of December 31, 2023, decides to appropriate the net sum representing an amount of €1,678,517,486, namely:
In euros |
|
---|---|
Total amount to be appropriated | 1,678,517,486 |
Appropriation: Net dividend distributed for FY 2023 | 56,753,640 |
Carried forward | 1,621,763,846 |
Total appropriated | 1,678,517,486 |
Consequently, the meeting sets the net dividend for fiscal year 2023 at €0.39 per share. As a reminder, this dividend is eligible for the 40% tax relief resulting from the provisions of Article 158-3-2° of the French General Tax Code for individual shareholders resident for tax purposes in France, who do not opt for withholding at the flat rate of 30%. The dividends for individual shareholders are subject to withholding at 12.8%.
The coupon will be detached on April 30, 2024.
This dividend will be paid on the date set by the Board of Directors, i.e. May 3, 2024.
Compagnie Plastic Omnium SE shares held in treasury on the dividend payment date will be stripped of dividend rights and the related dividends will be credited to retained earnings.
This allocation will bring the amount of shareholders’ equity to €1,658,586,841 and reserves to €1,632,466,864.
In accordance with the law, the General Meeting notes that, after deducting dividends not paid on treasury stock, dividends for the last three years were distributed.
In accordance with the provisions of Article 243 bis of the French General Tax Code, the following table summarizes the amount of dividends and other income distributed in respect of the three preceding fiscal years, as well as their eligibility for the 40% tax relief, provided for in Article 158-3-2° of the French General Tax Code, where applicable, for individual shareholders resident in France for tax purposes.
Fiscal year | Number of shares with dividend rights | Dividend per share | Income eligible for the tax relief provided for in Article 158-3-2 of the French General Tax Code | Income not eligible for the tax relief provided for in Article 158-3-2° of the French General Tax Code | ||
---|---|---|---|---|---|---|
Dividends | Other income | Dividends | Other income | |||
2020 | 145,484,413 | 0.49 | 71,287,362 | - | - | - |
2021 | 144,949,672 | 0.28 | 40,585,908 | - | - | - |
2022 | 143,991,490 | 0.39 | 56,156,681 |
|
|
|
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors and the Statutory Auditors’ report on the consolidated financial statements, approves the consolidated financial statements for the fiscal year ended December 31, 2023 as presented, as well as the transactions reflected in these financial statements or summarized in these reports, and showing, for said fiscal year, a net profit (attributable to owners of the parent) of €163,123 thousand.
4th resolution: Approval of a new agreement pursuant to Articles L. 225-38 et seq. of the French Commercial Code
In the 4th resolution, you are asked to approve a new agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code, which alone is submitted to the vote of the General Meeting of Shareholders:
Previous agreement, tacitly renewed during the fiscal year ended December 31, 2023
Regulated agreement entered into between Compagnie Plastic Omnium SE and BPO-B.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi AS since December 21, 2001, for the use of designs, models, industrial processes, know-how and related technical assistance services from Compagnie Plastic Omnium SE.
Compagnie Plastic Omnium SE holds 50% of the voting rights in BPO-B.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi AS.
The financial terms are 1.5% of BPO-B.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi AS’s net sales of licensed products.
The agreement, for an initial period of five years, followed by tacit renewals for a period of one year, initially authorized by the Board of Directors on February 24, 2016, and ratified by the General Meeting of Shareholders of April 28, 2016, was tacitly renewed from January 1, 2023 for a further period of one year. We propose that you approve this tacit renewal.
This agreement is described in the Statutory Auditors’ special report on related-party agreements referred to in Article L. 225-38 of the French Commercial Code.
Agreements entered into and duly authorized by the Board of Directors in previous fiscal years and whose performance continued during the fiscal year ended December 31, 2023
The agreements authorized and entered into during previous fiscal years whose performance continued during the past fiscal year are described in the Statutory Auditors’ special report on related-party agreements referred to in Article L. 225-38 of the French Commercial Code. Already approved by the General Meeting of Shareholders, they are not resubmitted to your vote.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having reviewed the Statutory Auditors’ special report on the related-party agreements referred to in Article L. 225-38 of the French Commercial Code, approves the agreement, which was tacitly renewed during the fiscal year ended December 31, 2023 with BPO-B. PO-B.PLAS Plastic Omnium Otomotiv Plastik Ve Metal Yan Sanayi A.S. and mentioned in said report.
5th resolution: Authorization for the Company to buy back its own shares
As the existing authorization expires in October 2024, it is proposed that the General Meeting of Shareholders grants the Board a new authorization for a period of eighteen months.
At the General Meeting of Shareholders of April 26, 2023, the shareholders authorized the Company to buy back its own shares under the following terms and conditions:
Maximum purchase price | €80 per share |
Maximum shares that may be held | 10% of share capital |
Maximum investment in the buyback program | €1,164,177,200 |
Between April 27, 2023 and January 31, 2024, the Company:
The detailed summary of the transactions carried out and the description of the authorization submitted for your vote are provided in section 3.5.5 of chapter 3 of the Company’s 2023 Universal Registration Document.
The authorization to buy back the shares of the Company granted by the General Meeting of Shareholders of April 26, 2023 expires on October 25, 2024.
Share buybacks allow an investment service provider to make a market in the Company’s shares under a liquidity contract complying with the Code of Ethics issued by the Association Française des Marchés Financiers (AMAFI), and the subsequent cancelation of shares.
Shares can also be repurchased to support external growth transactions, to implement stock option and free share plans for employees or executive corporate officers, to cover securities granting rights to the allocation of the Company’s shares within current regulations, or any market practice permitted by the market authorities.
The Board at Directors may not use this authorization during the course of a takeover bid for the Company’s shares.
We are seeking to renew this authorization on the following terms:
Maximum purchase price | €80 per share |
Maximum shares that may be held | 10% of share capital |
Maximum investment in the buyback program as of the day of the General Meeting of Shareholders, i.e. April 24, 2024 | €1,164,177,200 |
The General Meeting of Shareholders, after having read the report of the Board of Directors, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, authorizes the latter, with the option of subdelegation under the conditions set by French law, for a period of eighteen months, in accordance with Articles L. 22-10-62 et seq. of the French Commercial Code, to proceed with the purchase, on one or more occasions that it will decide, of shares of the Company up to the limit of 10% of the number of shares comprising the share capital, if necessary adjusted to take into account any capital increase or decrease that may occur during the duration of the program.
Acquisitions may be made with a view to any use permitted by law, in particular:
Shares may be purchased, sold or transferred using any method, including by purchasing blocks of shares, on the stock market or over the counter. Transactions may be made at any time, except during a public offer period concerning the Company.
The Company does not intend to use options or derivative instruments.
The maximum number of shares that may be purchased by the Company may not exceed 10% of share capital on the date of this decision, i.e. a maximum number of 14,552,215 shares as of this date.
The maximum purchase price may not exceed €80 per share. In the event of a transaction affecting capital, in particular stock splits or reverse stock splits or free share allocations, the aforementioned amount will be adjusted in the same proportion (coefficient of the ratio between the number of shares comprising the equity capital before the transaction and the number of shares after the transaction).
At December 31, 2023, the Company held 1,606,330 treasury shares. In the event that these treasury shares were to be canceled or used, the maximum amount that the Company would be able to pay out would be €1,164,177,200 for the purchase of 14,552,215 shares.
This authorization takes effect at the end of this meeting and is valid for a period of 18 months from today. It cancels and supersedes the authorization granted by the Combined General Meeting of April 26, 2023 in its sixth resolution for the unused portion.
Unless it takes this action itself, the General Meeting of Shareholders authorizes the Board of Directors to adjust the aforementioned maximum number of shares and maximum purchase price as necessary to take into account the impact on the share price of any change in the par value of the shares or any capital increase by incorporation of reserves and free share allocation issues, any stock split or reverse stock split, any return of capital or any other transaction relating to shareholders' equity, within the aforementioned limits of 10% of share capital and €1,164,177,200.
The General Meeting of Shareholders grants full powers to the Board of Directors, with the option of subdelegation under the conditions set by law, to use this authorization, to conclude any agreements, carry out any filing and other formalities, notably with the French Financial Markets Authority or any other authority that may replace it, and, more generally, take all necessary, with the option of subdelegation under the conditions set by law, action.
6th, 7th, 8th, 9th, 10th, 11th, 12th, 13th and 14th resolutions: Directors’ terms of office
1. Composition of the Board of Directors of Compagnie Plastic Omnium SE at December 31, 2023
The directors of Compagnie Plastic Omnium SE are complementary due to their different professional backgrounds, skills and nationalities. They are present, active and involved and have a good knowledge of the Company. The directors are vigilant and exercise their complete freedom of judgment, which enables them to participate in the decisions and work of the Board and its specialized committees.
Laurent Burelle, aged 74, began his career within the Plastic Omnium Group as a production engineer and assistant to the director of the Langres plant. In 1977, he was appointed Chief Executive Officer and then Chairman and Chief Executive Officer of Plastic Omnium SA in Valencia, Spain. He was Director of the Environment Division from 1981 to 1988 before becoming Vice-Chairman and Chief Executive Officer of Compagnie Plastic Omnium in 1988 and then Chairman and Chief Executive Officer in 2001, a position he held until December 31, 2019. On this date, the functions of Chairman of the Board of Directors and Chief Executive Officer were separated. Laurent Burelle has been Chairman of the Board of Directors of Compagnie Plastic Omnium SE since January 1, 2020, and Chairman and Chief Executive Officer of Burelle SA since January 1, 2019. He was Chairman of the Association Française des Entreprises Privées (AFEP) from May 2017 to July 2023. Laurent Burelle is also a founder-director of the Jacques Chirac Foundation.
Laurent Favre, aged 52, spent his career before joining the Plastic Omnium Group in the automotive industry in Germany, where he held various positions of responsibility within leading automotive equipment manufacturers such as ThyssenKrupp (steering systems), ZF (transmissions and steering columns) and Benteler (structural components), where he was Chief Executive Officer of the Automotive Division. Laurent Favre has been Chief Executive Officer of Compagnie Plastic Omnium SE since January 1, 2020.
Félicie Burelle, aged 44, began her career in 2001 within the Plastic Omnium Group, then joined the Mergers & Acquisitions Department of Ernst & Young Transaction Services in 2005. She rejoined Compagnie Plastic Omnium in 2010 and became Head of Strategic Planning and Commercial Coordination of the Auto Exteriors Division before being promoted to Strategy and Development Director of Compagnie Plastic Omnium, followed by Chief Operating Officer. Félicie Burelle has been a member of the Burelle SA Board of Directors since 2013. She has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2017 and Managing Director since January 1, 2020.
Gonzalve Bich, aged 44, of dual French-American nationality, started his career in management consulting at Deloitte, he joined BIC in 2003. Over the next 15 years, he held regional and international positions in Human Resources, Marketing, Innovation and Commercial Operations. In 2018, he was appointed Chief Executive Officer of BIS SA. Gonzalve Bich has been a member of the Board of Directors of Compagnie Plastic Omnium SE since December 6, 2023.
Martina Buchhauser, aged 57, has been Senior Advisor for H&Z Management Consulting in Germany since 2021. She is an independent director and member of the Audit Committee of Gränges AB in Sweden. After starting her career at General Motors in the United States, she joined Opel AG in Germany, where she was Global Purchasing Director. Then, in 2007, she became Vice-Chairwoman, Purchasing, of MAN Camions et Bus and then joined the BMW Group in 2012, where she was in charge of purchasing for vehicle interiors and electronics. In 2017, she became Senior Vice-President, member of the Executive Committee of Volvo Car Corporation (Geely Group) in Sweden, in charge of purchasing. She has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2022.
Anne-Marie Couderc, aged 73, is Chairwoman of the Board of Directors of Air France KLM and Air France. After beginning her professional career in 1973 as an attorney in Paris, Anne-Marie Couderc joined the Hachette Group in 1982 as Deputy Corporate Secretary. She then became the Group’s Deputy Chief Executive Officer. A Paris city councilor, then Deputy Mayor and member of Parliament for Paris, she was appointed Secretary of State for Employment in the office of the Prime Minister in 1995, then Minister attached to the Ministry of Labor and Social Affairs with responsibility for Employment until 1997. At the end of 1997, Anne-Marie Couderc was appointed Chief Executive Officer and member of the Editorial Committee of Hachette Filipacchi Medias, and director of several publications. She was Chief Executive Officer of Presstalis in 2010 and then Chairwoman of the Board of Directors until June 2017. Anne-Marie Couderc has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2010, chairs the Appointments and CSR Committee and is a member of the Compensation Committee.
Virginie Fauvel, aged 49, is Chairwoman and Chief Executive Officer of the Harvest Group. An engineer by training, a graduate of the École des Mines de Nancy, Virginie Fauvel began her career at Cetelem in 1997 where she worked in risk forecasting. There, she discovered the world of digital technology and its ability to change industry and the economy. In 2008, Virginie Fauvel took over the management of online banking and created Hellobank! In 2013, she joined Allianz as a member of the Management Committee, where she led a digital transformation, before joining the Management Board of Euler Hermes in 2018. In 2020, she became CEO of Harvest, TechForFin specializing in wealth management, and thus succeeded the founders of this digital sector company. Virginie Fauvel has been a member of the Board of Directors of Compagnie Plastic Omnium SE since April 26, 2023 and has been a member of the Appointments and CSR Committee since December 6, 2023.
Vincent Labruyère, aged 73, began his professional career in 1976 at Établissements Bergeaud Mâcon, a subsidiary of Rexnord Inc. USA, manufacturer of equipment for the preparation of materials. In 1981, he took over the management of Imprimerie Perroux, specializing in the production of checkbooks and bank forms, which he diversified by creating its subsidiary DCP Technologies. In 1989, he founded the SPEOS Group, specializing in desktop publishing and electronic archiving of management documents and the manufacture of means of payment, which he sold to the Belgian Post Office. Vincent Labruyère is Chairman of the Supervisory Board of the Labruyère Group, a family group active in the operation of vineyards in France and the United States, commercial real estate, hotels and growth capital in France and abroad. Vincent Labruyère has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2002 and is a member of the Audit Committee.
Éliane Lemarié, permanent representative of Burelle SA, aged 78, has devoted her professional career to corporate information and communication. She began her career as a journalist and copy editor in various written press publications as part of the Permanent Assembly of Chambers of Commerce and Industry (APCCI). In 1983, she founded and developed IRMA Communication, a corporate communications consultancy with a client roster of French and international companies listed in Paris, New York and Mumbai, serving as Chairwoman and Chief Executive Officer until 2010. Éliane Lemarié has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2009 and Burelle SA, of which she is the permanent representative, has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 1987. Éliane Lemarié is also a member of the Appointments and CSR Committee.
Paul Henry Lemarié, aged 76, entered the engineering group Sofresid (steel industry, mining, offshore) and joined the Plastic Omnium Group in 1980 as Director of the 3P Division – Performance Plastics Products. In 1985, he became Chairman of the Automotive Division. In 1987 he was appointed Chief Operating Officer of Compagnie Plastic Omnium, then Chief Executive Officer in 2001 and Managing Director from 2001 to December 31, 2019. He was appointed Chief Executive Officer of Burelle SA in April 1989, then Managing Director from 2011 until December 31, 2020. Paul Henry Lemarié was appointed Chairman and Chief Executive Officer of Burelle Participations on July 28, 2021, then Chairman of the Board of Directors on January 1, 2024. He has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 1987.
Lucie Maurel Aubert, aged 61, began her professional career in 1985 as a business attorney at Gide Loyrette Nouel. She joined the family bank Martin Maurel, where she has been a director since 1999. Appointed Managing Director of Compagnie Financière Martin Maurel in 2007, then Vice-Chairwoman Managing Director in 2011 and Chief Operating Officer of Banque Martin Maurel in 2013, she was appointed Vice-Chairwoman of Rothschild Martin Maurel Associés in 2017, and Chairwoman of the Board of Directors of Rothschild Martin Maurel in 2023. Lucie Maurel Aubert has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2015 and chairs the Audit Committee and is a member of the Appointments and CSR Committee.
Alexandre Mérieux, aged 49, was responsible for marketing in the United States and Europe at Silliker Group Corporation, then Director of Marketing and Business Unit Director until 2004. He has held various operational positions within bioMérieux. Managing Director in 2014 after having headed the Industrial Microbiology unit between 2005 and 2011, and the Microbiology unit between 2011 and 2014. Chairman and Chief Executive Officer of bioMérieux from December 2017 to 2023, on July 1, 2023, he passed on the General Management of bioMérieux and remained Executive Chairman of the company. Alexandre Mérieux is also Vice-Chairman of the Institut Mérieux and Chairman of Mérieux Développement. He also chairs the Board of Directors at Mérieux NutriSciences. Alexandre Mérieux has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2018 and chairs the Compensation Committee.
Cécile Moutet, aged 50, began her career in communication consulting at the agency IRMA Communication, then continued her career by working independently in Spain, in the field of communication consulting. In 2009 and 2010, Cécile Moutet worked at IRMA Communication, which later became Cap & Cime PR, and coordinated various consulting assignments. She has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2017.
Élisabeth Ourliac, aged 64, began her career in an audit firm before joining Airbus in 1983. After holding several positions of responsibility within the Finance Department, she became Director of Audit in 2000 and then Director of Audit and Risk Management until 2007. In 2008, Élisabeth Ourliac became Director of Commercial Aircraft Business Strategy, where she participated in the establishment of the Airbus final assembly plant on the American continent. As part of this function, the negotiation and implementation of joint ventures enabled the creation of new business models. From 2016 to 2022, Élisabeth Ourliac has been Vice-President Strategy at Airbus. A lawyer by training, Élisabeth Ourliac is a graduate of Stanford University School of Business and holds an MBA from Toulouse Business School. She has been a member of the Board of Directors of Compagnie Plastic Omnium SE since 2022 and has been a member of the Audit Committee since April 26, 2023.
Amandine Chaffois, aged 43, is Vice-Chairwoman Environmental Sustainability of the Plastic Omnium Group. Amandine Chaffois has been a director representing the employees of Compagnie Plastic Omnium SE, appointed by the France Group Works Council, since 2019 and a member of the Compensation Committee since January 1, 2023.
Ireneusz Karolak, aged 64, of Polish nationality, is Purchasing Manager at the Lublin site in Poland within the Clean Energy Systems segment. Ireneusz Karolak has been a director representing the employees of Compagnie Plastic Omnium SE, appointed by the European Consultation Committee since 2019.
2. Recording of the resignation of Ms. Martina Buchhauser at the Board of Directors' meeting of February 21, 2024
At its meeting of February 21, 2024, the Board of Directors recorded the resignation of Ms. Martina Buchhauser from her duties as a director of Compagnie Plastic Omnium SE. The Board thanked Ms. Martina Buchhauser for her commitment and involvement in the Board’s discussions.
3. Resolutions submitted to the vote of the General Meeting of Shareholders of April 24, 2024
6th resolution: As the term of office of Laurent Burelle expires in 2024, the renewal of his term of office for a period of three years is submitted to the General Meeting of Shareholders.
Laurent Burelle is a graduate of the Federal Institute of Technology (ETH) in Zurich, and holds a Master of Science Degree in Chemical Engineering from the Massachusetts Institute of Technology (MIT). He began his career with the Plastic Omnium Group as a production engineer and assistant to the director of the Langres plant. In 1977, he was appointed Chief Executive Officer and then Chairman and Chief Executive Officer of Plastic Omnium SA in Valencia, Spain. He was Director of the Environment Division from 1981 to 1988 before becoming Vice-Chairman and Chief Executive Officer of Compagnie Plastic Omnium in 1988 and then Chairman and Chief Executive Officer in 2001, a position he held until December 31, 2019. On this date, the functions of Chairman of the Board of Directors and Chief Executive Officer were separated. Laurent Burelle has been Chairman of the Board of Directors of Compagnie Plastic Omnium SE since January 1, 2020, and Chairman and Chief Executive Officer of Burelle SA since January 1, 2019. He was also Chairman of the Association Française des Entreprises Privées (AFEP) from May 2017 to July 2023. Laurent Burelle is also a founder-director of the Jacques Chirac Foundation.
Mr. Laurent Burelle brings to the Board his in-depth knowledge of governance issues to meet the growing expectations of stakeholders. His in-depth knowledge of the Company and its model, which has shaped the Group’s success over the years, are valuable assets. Mr. Laurent Burelle pays close attention to ensuring that social and environmental challenges are at the heart of Compagnie Plastic Omnium SE’s commitments and also ensures that its culture and values are perpetuated and concretely reflected in both the Company's policy and its practices. Over the forty-two years of his term of office as a director, Mr. Laurent Burelle attended 100% of meetings of the Board of Directors.
7th resolution: As the term of office of Laurent Favre expires in 2024, the renewal of his term of office for a period of three years is submitted to the General Meeting of Shareholders.
Laurent Favre has an engineering degree from the École Supérieure des Techniques Aéronautiques et de Construction Automobile (ESTACA). He started his career in the automotive industry in Germany, where he held various positions of responsibility with leading German automotive suppliers such as ThyssenKrupp (steering systems), ZF (gearboxes and steering columns) and Benteler (structural components), where he was Chief Executive Officer of the Automotive Division. Laurent Favre has been Chief Executive Officer of Compagnie Plastic Omnium SE since January 1, 2020.
Mr. Laurent Favre brings to the Board his vision for the development and operations of Compagnie Plastic Omnium SE, taking into consideration the long-term interests of the Company and its shareholders. His knowledge of industrial challenges in the automotive field, his diversified experience acquired in Germany and his strategic innovation-centered vision represent a major contribution to the Board's discussions and decisions, in particular in relation to defining strategy.
Over the four years of his term of office as director, Mr. Laurent Favre attended 100% of meetings of the Board of Directors.
8th resolution: As the term of office of Paul Henry Lemarié expires in 2024, the renewal of his term of office for a period of three years is submitted to the General Meeting of Shareholders.
Paul Henry Lemarié holds a doctorate in physics from University of Paris-Orsay and a post-graduate degree (Diplôme d'Études Approfondies (DEA)) in Management and Finance from University of Paris-Dauphine. After completing a doctorate in physics at CEA, he began his career in the Finance Department of Paribas bank in 1973. He then joined Sofresid, an engineering group (steel, mining, offshore), before moving to the Plastic Omnium Group in 1980 as Head of the 3P (Performance Plastics Products) Division. In 1985, he became head of the Automotive Division. In 1987, he was appointed Chief Operating Officer of Compagnie Plastic Omnium SE, then Chief Executive Officer in 1988 and Managing Director from 2001 to December 2019. He was appointed Chief Executive Officer of Burelle SA in April 1989, then Managing Director from 2011 until December 2020. Paul Henry Lemarié was appointed Chairman and Chief Executive Officer of Burelle Participations on July 28, 2021, then Chairman of the Board of Directors on January 1, 2024.
Mr. Paul Henry Lemarié brings his commitment, experience and expertise to the Board. His in-depth knowledge of the Company, its environment and the automotive market is a major asset in the Board’s discussions and decisions. Mr. Paul Henry Lemarié is also very committed to the Plastic Omnium Group's values and the transmission of its culture.
Over the 36 years of his term of office as a director, Mr. Paul Henry Lemarié attended 100% of meetings of the Board of Directors.
9th resolution: As the term of office of Anne-Marie Couderc expires in 2024, the renewal of her term of office for a period of three years is submitted to the General Meeting of Shareholders.
After beginning her professional career in 1973 as an attorney in Paris, Anne-Marie Couderc joined the Hachette Group in 1982 as Deputy Corporate Secretary. She then became the Group’s Deputy Chief Executive Officer. A Paris city councilor, then Deputy Mayor and member of Parliament for Paris, she was appointed Secretary of State for Employment in the office of the Prime Minister in 1995, then Minister attached to the Ministry of Labor and Social Affairs with responsibility for Employment until 1997. At the end of 1997, Anne-Marie Couderc was appointed Chief Executive Officer and member of the Editorial Committee of Hachette Filipacchi Medias, and director of several publications. She was Chief Executive Officer of Presstalis in 2010 and then Chairwoman of the Board of Directors until June 2017. Ms. Anne-Marie Couderc has been Chairwoman of the Board of Directors of Air France since 2018.
Ms. Anne-Marie Couderc is very involved in the work of the Compensation Committee and the Appointments and CSR Committee, which she chairs, and brings to the Board her Senior Executive experience in the industry sector and her knowledge of governance topics, as well as her experience in legal matters.
Over the 13 years of her term as a director, Ms. Anne-Marie Couderc attended 94% of meetings of the Board of Directors, 100% of meetings of the Compensation Committee and 100% of meetings of the Appointments and CSR Committee, of which she is Chairwoman.
10th resolution: As the term of office of Lucie Maurel Aubert expires in 2024, the renewal of her term of office for a period of three years is submitted to the General Meeting of Shareholders.
Lucie Maurel Aubert began her professional career in 1985 as a business attorney at Gide Loyrette Nouel. She joined the family bank Martin Maurel, where she has been a director since 1999. Appointed Managing Director of Compagnie Financière Martin Maurel in 2007, then Vice-Chairwoman Managing Director in 2011, Chief Operating Officer of Banque Martin Maurel in 2013, and Vice-Chairwoman of Rothschild Martin Maurel et Associés in 2017, Ms. Lucie Maurel Aubert was Chairwoman of the Board of Directors of Rothschild Martin Maurel in 2023.
Ms. Lucie Maurel Aubert exercises her office as independent director with a great deal of commitment and freedom of judgment. She brings to the Board her recognized financial expertise, combined with a dynamic and entrepreneurial vision of business. She makes an active contribution, particularly in her capacity as Chairwoman of the Audit Committee, to the development of a sustainable business model based on both economic as well as environmental and societal excellence.
Over the eight years of her term as a director, Ms. Lucie Maurel Aubert attended 100% of meetings of the Board of Directors, 100% of meetings of the Audit Committee, of which she is Chairwoman, and 100% of meetings of the Appointments and CSR Committee.
11th resolution: As the term of office of Alexandre Mérieux expires in 2024, the renewal of his term of office for a period of three years is submitted to the General Meeting of Shareholders.
Alexandre Mérieux graduated from the University of Lyon-I with a degree in biology and from HEC Montreal Business School. From 1999 to 2004, he was responsible for marketing in the United States and Europe at Silliker Group Corporation, then Director of Marketing and Business Unit Director. He has held various operational positions within bioMérieux. Managing Director since 2014 after having headed the Industrial Microbiology unit between 2005 and 2011, and the Microbiology unit between 2011 and 2014. Chairman and CEO of bioMérieux from December 2017 to 2023, on July 1, 2023, he passed on the General Management of bioMérieux and remained Executive Chairman of the company. Alexandre Mérieux is also Vice-Chairman of the Institut Mérieux and Chairman of Mérieux Développement. He also chairs the Board of Directors at Mérieux NutriSciences.
Mr. Alexandre Mérieux is a director who is very involved in the work of the Compensation Committee. The Board benefits from his experience as an executive corporate officer of a large international group. His scientific skills and his expertise in research and innovation acquired during his career in the pharmaceutical industry are valuable assets for the Board.
Over the five years of his term of office as director, Mr. Alexandre Mérieux attended 88% of meetings of the Board of Directors and 100% of meetings of the Compensation Committee, of which he is Chairman.
12th resolution: Having informed the Board of Directors of its intention not to seek reappointment on expiry of its term of office, the twelfth resolution proposes that the General Meeting of Shareholders record the non-renewal of the term of office as a director of Burelle SA, represented by Ms. Éliane Lemarié.
13th resolution: It is proposed that the General Meeting of Shareholders ratify the co-option as a director of Gonzalve Bich, decided by the Board of Directors on December 6, 2023, to replace Prof. Dr. Bernd Gottschalk, for the remaining period of his predecessor’s term of office, i.e. until the close of the General Meeting of Shareholders to be held in 2024 to approve the financial statements for the fiscal year ended.
With a Bachelor of Arts in History from Harvard University, Mr. Gonzalve Bich joined the BIC Group in 2003, before taking over the management of Career Development and later of the marketing department in the Shavers department. From 2008 to 2012, he was responsible for Northern Europe. In 2012, he became Chief Operating Officer, in charge of the Middle East, Africa, Oceania and Asia-Pacific. He was promoted to Chief Executive Officer of Growth Markets (including Latin America) in July 2013. In April 2016, he became Head of Consumer Business Operations at BIC. He was Managing Director from June 2016 to May 2018, when he became Chief Executive Officer of BIC SA.
Of French and American nationality, Mr. Gonzalve Bich brings to the Board his knowledge of industry, his international outlook, his expertise in Human Resources and his knowledge of new technologies.
After analysis with regard to the independence criteria mentioned in the AFEP-MEDF Code, the Board of Directors concluded that Mr. Gonzalve Bich qualified as an independent director.
14th resolution: As the term of office of Mr. Gonzalve Bich, for which you are asked to ratify the co-option in the 13th resolution, is due to expire in 2024, its renewal for a period of three years is submitted to the General Meeting of Shareholders.
4. Composition of the Board of Directors following the General Meeting of Shareholders of April 24, 2024
Subject to the approval of the resolutions submitted to the vote of the General Meeting of Shareholders on April 24, 2024, at the end of this General Meeting of Shareholders, the terms of office of the 14 directors of Compagnie Plastic Omnium SE will be as follows:
| Independence | End of current term of office | Specialized committees | ||
---|---|---|---|---|---|
Audit Committee | Appointments and CSR Committee | Compensation Committee | |||
Laurent Burelle |
| 2027 |
|
|
|
Laurent Favre |
| 2027 |
|
|
|
Félicie Burelle |
| 2026 |
|
|
|
Gonzalve Bich | | 2027 |
|
|
|
Anne-Marie Couderc |
| 2027 |
| | |
Virginie Fauvel | | 2026 |
| |
|
Vincent Labruyère |
| 2026 | |
|
|
Paul Henry Lemarié |
| 2027 |
|
|
|
Lucie Maurel Aubert | | 2027 | | |
|
Alexandre Mérieux | | 2027 |
|
| |
Cécile Moutet |
| 2026 |
|
|
|
Élisabeth Ourliac | | 2025 | |
|
|
Amandine Chaffois |
| 2025 |
|
| |
Ireneusz Karolak |
| 2025 |
|
|
|
Independence within the meaning of the AFEP-MEDEF Code criteria Chairman of the Committee Member of the Committee |
|
|
|
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors, renews, for a three-year period, the term of office of Mr. Laurent Burelle as a director. His term of office will expire at the close of the General Meeting of Shareholders to be held in 2027 to approve the 2026 financial statements.
Mr. Laurent Burelle has indicated that he would accept the renewal of the duties entrusted to him and that he is not subject to any measure likely to prevent him from performing such duties.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors, renews, for a three-year period, the term of office of Mr. Laurent Favre as a director. His term of office will expire at the close of the General Meeting of Shareholders to be held in 2027 to approve the 2026 financial statements.
Mr. Laurent Favre has indicated that he would accept the renewal of the duties entrusted to him and that he is not subject to any measure likely to prevent him from performing such duties.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors, renews, for a three-year period, the term of office of Mr. Paul Henry Lemarié as a director. His term of office will expire at the close of the General Meeting of Shareholders to be held in 2027 to approve the 2026 financial statements.
Mr. Paul Henry Lemarié has indicated that he would accept the renewal of the duties entrusted to him and that he is not subject to any measure likely to prevent him from performing such duties.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors, renews, for a three-year period, the term of office of Ms. Anne-Marie Couderc as a director. Her term of office will expire at the close of the General Meeting of Shareholders to be held in 2027 to approve the 2026 financial statements.
Ms. Anne-Marie Couderc has indicated that she would accept the renewal of the duties entrusted to her and that she is not subject to any measure likely to prevent her from performing such duties.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors, renews, for a three-year period, the term of office of Ms. Lucie Maurel Aubert as a director. Her term of office will expire at the close of the General Meeting of Shareholders to be held in 2027 to approve the 2026 financial statements.
Ms. Lucie Maurel Aubert has indicated that she would accept the renewal of the duties entrusted to her and that she is not subject to any measure likely to prevent her from performing such duties
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors, renews, for a three-year period, the term of office of Mr. Alexandre Mérieux as a director. His term of office will expire at the close of the General Meeting of Shareholders to be held in 2027 to approve the 2026 financial statements.
Mr. Alexandre Mérieux has indicated that he would accept the renewal of the duties entrusted to him and that he is not subject to any measure likely to prevent him from performing such duties.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors and having noted that the term of office as a director of Burelle SA, represented by Ms. Éliane Lemarié, expires at this Meeting, resolves not to renew it.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors, ratifies the appointment made provisionally by the Board of Directors at its meeting of December 6, 2023, of Mr. Gonzalve Bich as a Director, replacing Prof. Dr. Bernd Gottschalk. As a result, Mr. Gonzalve Bich will hold his position for the remainder of his predecessor’s term of office, i.e. until the General Meeting of Shareholders to be held in 2024 to approve the financial statements for the past fiscal year.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors, renews, for a three-year period, the term as a director of Mr. Gonzalve Bich. His term of office will expire at the close of the General Meeting of Shareholders to be held in 2027 to approve the 2026 financial statements.
Mr. Gonzalve Bich has indicated that he would accept the renewal of the duties entrusted to him and that he is not subject to any measure likely to prevent him from performing such duties.
15th, 16th, 17th, 18th, 19th, 20th, 21st and 22nd resolutions: Compensation of the Company’s directors
The General Meeting of Shareholders is asked to vote on the compensation policy for the directors of Compagnie Plastic Omnium SE (ex ante vote).
In the 15th to 18th resolutions, the General Meeting of Shareholders is asked to approve, in accordance with the provisions of Article L. 22-10-8, II of the French Commercial Code, the compensation policies for Compagnie Plastic Omnium SE’s directors. These policies would apply from the 2024 fiscal year until the General Meeting of Shareholders decides on a new compensation policy.
The texts of these compensation policies drawn up by the Board of Directors appear in section 3.2.2 of the Company's 2023 Universal Registration Document of the Company.
The shareholders are asked to approve, separately:
The General Meeting of Shareholders is called upon to approve the compensation of Compagnie Plastic Omnium SE’s directors for fiscal year 2023 (ex post vote)
Each year, the General Meeting of Shareholder must vote on the compensation awarded or paid to the Company’s corporate officers during the fiscal year.
This so-called “ex post” vote concerns:
Components of compensation | Amounts paid in fiscal year 2023 | Amounts granted in respect of fiscal year 2023 | Comments |
---|---|---|---|
Fixed compensation | €950,000 | €950,000 | Laurent Burelle’s annual fixed compensation amounts to €950,000 from January 1, 2023. |
Annual variable compensation | €0 | €0 | Laurent Burelle does not receive any annual variable compensation. |
Multi-year variable compensation | €0 | €0 | Laurent Burelle does not receive any multi-year variable compensation. |
Exceptional compensation | €0 | €0 | Laurent Burelle does not receive any exceptional compensation. |
Director’s compensation | €59,294 | €59,294 | Laurent Burelle received compensation of €59,294 in respect of his offices as a director and Chairman of the Board of Directors for fiscal year 2023. |
Grant of stock options, performance shares or other long-term compensation | €0 | €0 | Laurent Burelle does not receive any stock options, performance shares or other long-term compensation. |
Joining or severance compensation | €0 | €0 | Laurent Burelle does not receive any compensation for taking up or leaving office. |
Supplementary pension plans | €0 | €0 | In addition to the pension rights in the mandatory plan, Laurent Burelle benefits from the supplementary pension plan provided by Burelle SA (Compagnie Plastic Omnium SE’s parent company) |
Benefits in kind | €0 | €0 | N/A |
Components of compensation | Amounts paid in fiscal year 2023 | Amounts granted in respect of fiscal year 2023 | Comments |
---|---|---|---|
Fixed compensation | €1,100,900 | €1,100,900 | Laurent Favre’s annual fixed compensation amounts to: €1,100,900 from January 1, 2023. |
Annual variable compensation | €1,127,775 (compensation awarded for fiscal year 2022) | €1,320,000 | During the meeting of February 21, 2024, the Board of Directors, on the recommendation of the Compensation Committee, determined and set the amount of the variable compensation (quantifiable and qualitative parts) of Laurent Favre in respect of fiscal year 2023 at €1,320,000. The Board of Directors, on the recommendation of the Compensation Committee, had decided to define the methods for calculating the variable compensation as follows:
In application of these methods and the achievement of the criteria used to calculate the variable portion, the amount of the variable portion for 2023 was determined as follows: For the financial part, the criteria used are:
The financial objectives for 2023 have been set in relation to the Group’s provisional budget as approved by the Board of Directors on December 7, 2022. |
|
|
| The non-financial portion includes:
The proportion of quantitative elements included in the composition of the ESG criterion represents 53% of the total weighting defined at 15%, i.e. a sub-weighting of 8% out of the total 15% thus defined. The quantifiable part of the criteria therefore represents 78% and the qualitative part 22%. At its meeting of February 21, 2024, the Board of Directors, on the recommendation of the Compensation Committee:
Overall achievement rate taking into account the weighting of the various criteria: 110%. The variable portion for 2023 thus amounts to €1,320,000 and will only be paid to Laurent Favre subject to the favorable vote of shareholders at the General Meeting of Shareholders of April 24, 2024. |
Multi-year variable compensation | None | None | Laurent Favre does not receive any multi-year compensation. |
Joining or severance compensation | None | None | Laurent Favre does not receive any compensation for taking up or leaving office. |
Director’s compensation | €47,294 | €47,294 | Laurent Favre received compensation of €47,294 in respect of his directorship for fiscal year 2023. |
Exceptional compensation | €150,000 | €150,000 | Laurent Favre received exceptional compensation of €150,000 in 2023 |
Grant of stock options, performance shares or other long-term compensation | None | Valuation: €773,010 | The Board of Directors' meeting of February 21, 2023 decided to implement a new Free share award plan from April 27, 2023, under the authorization granted by the General Meeting of Shareholders of April 21, 2022. The vesting of these shares is subject to the achievement of five performance conditions assessed in respect of each fiscal year 2023, 2024 and 2025. The number of performance shares vested depends on the achievement of the following objectives:
The first full year taken into account for the assessment of the performance conditions for this grant is 2023. The Board of Directors defined a threshold for each of these criteria, below which no shares will be vested in respect of each of these criteria. This threshold is set at 80% achievement for the first two criteria. For the other three criteria, the trigger threshold is the achievement of the objective. The allocation cannot exceed 100% of the total, even if the objectives are exceeded. |
Supplementary pension plans | €0 | €88,323 | In addition to the pension rights of the mandatory plan, Laurent Favre benefits from Compagnie Plastic Omnium SE’s new pension plan with certain rights. |
Benefits in kind | Valuation: €20,860 | Valuation: €20,860 | Laurent Favre benefits from a company car and a sports club subscription whose total value is estimated at €20,860. Laurent Favre benefits from supplementary social protection schemes, in particular the welfare and health insurance scheme for Group employees in accordance with the decision of the Board of Directors of September 24, 2019. |
Components of compensation | Amounts paid in fiscal year 2023 | Amounts granted in respect of fiscal year 2023 | Comments |
---|---|---|---|
Fixed compensation | €750,900 | €750,900 | The annual fixed compensation of Félicie Burelle amounts to €750,900 from January 1, 2023. |
Annual variable compensation | €615,150 | €825,000 | During the meeting of February 21, 2024, the Board of Directors, on the recommendation of the Compensation Committee, determined and set the amount of the variable compensation (quantifiable and qualitative parts) of Félicie Burelle in respect of fiscal year 2023 at €825,000. The Board of Directors, on the recommendation of the Compensation Committee, had decided to define the methods for calculating the variable compensation as follows:
In application of these methods and the achievement of the criteria used to calculate the variable portion, the amount of the variable portion for 2023 was determined as follows: For the financial part, the criteria used are:
The financial objectives for 2023 have been set in relation to the Group’s provisional budget as approved by the Board of Directors on December 7, 2022.
|
|
|
| The non-financial portion includes:
The proportion of quantitative elements included in the composition of the ESG criterion represents 53% of the total weighting defined at 15%, i.e. a sub-weighting of 8% out of the total 15% thus defined. The quantifiable part of the criteria therefore represents 78% and the qualitative part 22%. At its meeting of February 21, 2024, the Board of Directors, on the recommendation of the Compensation Committee:
Overall achievement rate taking into account the weighting of the various criteria: 110%. The variable portion for 2023 thus amounts to €825,000 and will only be paid to Félicie Burelle subject to the favorable vote of shareholders at the General Meeting of Shareholders of April 24, 2024. |
Multi-year variable compensation | None | None | Félicie Burelle does not receive any multi-year compensation. |
Joining or severance compensation | None | None | Félicie Burelle does not receive any compensation for taking up or leaving office. |
Director’s compensation | €47,294 | €47,294 | Félicie Burelle received compensation of €47,294 in respect of her directorship for fiscal year 2023. |
Exceptional compensation | €75,000 | €75,000 | Félicie Burelle received exceptional compensation of €75,000 in 2023. |
Grant of stock options, performance shares or other long-term compensation | None | €515,340 | The Board of Directors' meeting of February 21, 2023 decided to implement a new Free share award plan from April 27, 2023, under the authorization granted by the General Meeting of Shareholders of April 21, 2022. The vesting of these shares is subject to the achievement of five performance conditions assessed in respect of each fiscal year 2023, 2024 and 2025. The number of performance shares vested depends on the achievement of the following objectives:
The first full year taken into account for the assessment of the performance conditions for this grant is 2023. The Board of Directors defined a threshold for each of these criteria, below which no shares will be vested in respect of each of these criteria. This threshold is set at 80% achievement for the first two criteria. For the other three criteria, the trigger threshold is the achievement of the objective. The allocation cannot exceed 100% of the total, even if the objectives are exceeded. |
Supplementary pension plans | €0 | €39,364 (under the defined-benefit pension plan with certain rights under Article L. 137-11-2 of the French Social Security Code) €49,618 (under the defined-benefit pension plan with uncertain rights under Article L. 137-11 of the French Social Security Code) | In addition to the pension rights of the mandatory plan, Félicie Burelle benefits from the Compagnie Plastic Omnium SE supplementary defined-benefit pension plans with uncertain rights and the new plan with certain rights. |
Benefits in kind | Valuation: €12,129 | Valuation: €12,129 | Félicie Burelle has a company car. Félicie Burelle benefits from supplementary social protection schemes, in particular the welfare and health insurance scheme for Group employees in accordance with the decision of the Board of Directors of September 24, 2019. |
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with Articles L. 22-10-8 II and R. 22-10-14 of the French Commercial Code, the compensation policy for the Chairman of the Board of Directors for fiscal year 2024, as described in section 3.2.2 of the Company’s 2023 Universal Registration Document.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with Articles L. 22-10-8 II and R. 22-10-14 of the French Commercial Code, the compensation policy for the Chief Executive Officer for fiscal year 2024 as described in section 3.2.2 of the Company’s 2023 Universal Registration Document.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with Articles L. 22-10-8 II and R. 22-10-14 of the French Commercial Code, the compensation policy for the Managing Director for fiscal year 2024 as described in section 3.2.2 of the Company’s 2023 Universal Registration Document.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with Articles L. 22-10-8 II and R. 22-10-14 of the French Commercial Code, the compensation policy for the directors for fiscal year 2024 as described in section 3.2.2 of the Company’s 2023 Universal Registration Document.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with the provisions of Article L. 22-10-34 I of the French Commercial Code, the information referred to in Article L. 22-10-9 I of the French Commercial Code relating to compensation paid or awarded to directors during the fiscal year ended December 31, 2023, as described in section 3.2.1 of the Company’s 2023 Universal Registration Document.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having reviewed the report of the Board of Directors on corporate governance, approves, in accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, the fixed, variable and exceptional components of the total compensation and benefits of any kind paid or awarded to Mr. Laurent Burelle in his capacity as Chairman of the Board of Directors for the fiscal year ended December 31, 2023, as described in section 3.2.1 of the Company’s 2023 Universal Registration Document.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having reviewed the report of the Board of Directors on corporate governance, approves, in accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, the fixed, variable and exceptional components of the total compensation and benefits of any kind paid or awarded to Mr. Laurent Favre in his capacity as Chief Executive Officer for the fiscal year ended December 31, 2023, as described in section 3.2.1 of the Company’s 2023 Universal Registration Document.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors on corporate governance, approves, in accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, the components of fixed, variable and exceptional compensation comprising the total compensation and benefits of any kind paid or awarded to Ms. Félicie Burelle in her capacity as Managing Director for the fiscal year ended December 31, 2023, as described in section 3.2.1 of the Company’s 2023 Universal Registration Document.
23rd and 24th resolutions: Appointment of the sustainability auditors
In accordance with the provisions of the CSRD Directive transposed into French law, the General Meeting of Shareholders is asked to approve the appointment of one or more auditors, who will be called upon to control the sustainability report, in terms of training, approval, quality assurance system, ethics, independence and objectivity, organization of work and reporting of irregularities. This sustainability report will be effective for the fiscal year beginning January 1, 2025.
On the proposal of the Appointments and CSR Committee, the Board of Directors of February 21, 2024 selected the college of the Company’s Statutory Auditors, namely Ernst & Young et Autres and PricewaterhouseCoopers Audit.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors, appoints Ernst & Young et Autres as sustainability auditor.
By way of derogation from the provisions of Article L. 821-44 of the French Commercial Code and in accordance with Article 38 of Order no. 2023-1142 of December 6, 2023 on the publication and certification of information on sustainability and the environmental, social and corporate governance obligations of commercial companies, the term of this mandate will be equivalent to that of the remaining mandate for the certification of the financial statements and will end at the close of the Ordinary General Meeting called in 2028 to approve the financial statements for the 2027 fiscal year.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, after having read the report of the Board of Directors, appoints PricewaterhouseCoopers Audit as sustainability auditor.
By way of derogation from the provisions of Article L. 821-44 of the French Commercial Code and in accordance with Article 38 of Order no. 2023-1142 of December 6, 2023 on the publication and certification of information on sustainability and the environmental, social and corporate governance obligations of commercial companies, the term of this mandate will be equivalent to that of the remaining mandate for the certification of the financial statements and will end at the close of the Ordinary General Meeting called in 2028 to approve the financial statements for the 2027 fiscal year.
25th and 26th resolutions: Authorizations to be given to the Board of Directors to grant stock options or allocate existing and/or future free shares to employees and/or certain directors of the Company
The General Meeting of Shareholders is asked to renew the authorizations to grant existing stock options and/or allocate free shares to the Group’s employees and certain of its executive corporate officers. Under these authorizations,
These ceilings of 0.5% and 0.2% and these sub-ceilings of 0.25% and 0.1% are cumulative between the grants of free share allocations and stock option awards.
Terms and conditions for granting existing stock options (25th resolution): The purchase price of the shares by the beneficiaries will be set by the Board of Directors, in accordance with the provisions of Articles L. 22-10-56 and L. 225-179 of the French Commercial Code. This subscription price would correspond to the average of the stock market listed prices for the twenty trading sessions preceding the day on which the options are granted, without the right to use the legal discount, and could not be less than 80% of the average purchase price of the shares held by the Company under Articles L. 22-10-61 and L. 22-10-62 of the French Commercial Code. The Board of Directors, on the basis of the recommendations of the Compensation Committee, will have full powers in particular to determine the list of beneficiaries of the options and decide on the number of shares that each beneficiary may acquire, as well as the vesting conditions of the shares. This authorization would be granted for a period of thirty-eight months as of this General Meeting of Shareholders and, consequently would cancel, from that same date, all previous delegations of authority with the same purpose.
Terms and conditions for the allocation of free shares (26th resolution): If the General Meeting of Shareholders approves this resolution, any allocations of free shares will be decided on the basis of proposals by Senior Executives examined by the Compensation Committee. The Board of Directors will determine the identity of the beneficiaries, the number of shares allocated to each of them and, where applicable, the criteria for granting these shares. It may use this authorization on one or more occasions. In accordance with Article L. 225-197-4 of the French Commercial Code, a special report will be prepared to inform the General Meeting of Shareholders of the transactions carried out pursuant to this authorization. The renewal of this authorization would cover a period of thirty-eight months from the date of this General Meeting of Shareholders, thereby canceling, from that same date, the authorization previously granted by the General Meeting of Shareholders of April 21, 2022.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Extraordinary Meetings of Shareholders, after having read the report of the Board of Directors and the Statutory Auditors’ special report:
1. authorizes the Board of Directors, with the option of subdelegation under the conditions set by French law, within the framework of the provisions of Articles L. 22-10-49, L. 225-177 and L. 22-10-56 to L. 22-10-58 of the French Commercial Code, to grant on one or more occasions, to the beneficiaries indicated below, options giving the right to purchase existing shares of the Company; the existing shares underlying the options that may be granted under this resolution must be acquired by the Company, as part of the share buyback program authorized by the fifth ordinary resolution adopted by this Meeting pursuant to Article L. 22-10-62 of the French Commercial Code or any share buyback program applicable before or after the adoption of this resolution.
2. sets the period of validity of this authorization at thirty-eight months from the date of this General Meeting of Shareholders;
3. resolves that the beneficiaries of these options may only be:
4. the total number of options that may be granted by the Board of Directors under this authorization may not give the right to purchase a number of shares greater than 0.5% of the share capital existing at the date of this Meeting, it being specified that the total number of free shares that may be allocated by the Board of Directors under the following authorization will be deducted from this ceiling. The total number of options that may be granted to the Company’s executive corporate officers may not give the right to subscribe for or purchase a number of shares greater than 0.25% of the share capital existing at the date of this Meeting, within this limit;
5. resolves that the purchase price of the existing shares will be determined by the Board of Directors, in accordance with the provisions of Articles L. 22-10-56 and L. 225-179 of the French Commercial Code and without discount;
6. resolves that no options may be granted:
7. resolves that the period during which the options may be exercised may not exceed ten years from their grant;
8. notes that the decision of the General Meeting of Shareholders entails the waiver by shareholders, in favor of the beneficiaries of the options, of their preferential subscription rights to the shares to be issued as and when the stock options are exercised;
9. delegates all powers to the Board of Directors, with the option of subdelegation under the conditions set by French law, to set the other terms and conditions for the allocation of the options and their exercise and in particular to:
10. acknowledges that this authorization cancels any prior authorization with the same purpose.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Extraordinary Meetings of Shareholders, after having read the report of the Board of Directors and the Statutory Auditors’ special report:
1. authorizes the Board of Directors, with the option of subdelegation under the conditions set by French law, to proceed, on one or more occasions, in accordance with Articles L. 22-10-49, L. 22-10-59, L. 225-197-2 and L. 22-10-60 of the French Commercial Code, with the allocation of existing or future ordinary shares of the Company for:
2. the total number of free shares thus allocated may not exceed 0.2% of the existing share capital at the date of this Meeting, it being specified that the total number of shares to which the options that may be granted by the Board of Directors under the foregoing authorization may give entitlement will be deducted from this ceiling. The total number of free shares that may be awarded to executive corporate officers of the Company may not exceed 0.1% of the share capital at the date of this Meeting, within this limit;
3. the definitive allocation of free shares, including for executive corporate officers, will be expressly subject, pursuant to this authorization, to compliance with a presence condition and the achievement of one or more performance conditions determined by the Board of Directors at the time of the decision to allocate them;
4. notes that the decision of the General Meeting of Shareholders entails the waiver by shareholders, in favor of the beneficiaries of the options, of their preferential subscription rights to the shares to be thus allocated;
5. resolves that the Board of Directors will set, under the legal conditions, at the time of each allocation decision (i) the vesting period, at the end of which the allocation of shares will become definitive, it being understood that the vesting period may not be less than one year from the date of allocation of the shares, and (ii) the period during which the beneficiaries must hold the Company’s shares, which shall run from the definitive allocation of the shares, it being understood that the holding period may not be less than one year and that, in the event that the vesting period is greater than or equal to two years, the holding period may be canceled by the Board of Directors;
6. exceptionally, the definitive allocation will take place before the end of the vesting period in the event of disability of the beneficiary corresponding to the classification in the second or third category provided for under Article L. 341-4 of the French Social Security Code;
7. the existing shares that may be allocated under this resolution must be acquired by the Company, as part of the share buyback program authorized by the fifth ordinary resolution adopted by this Meeting in accordance with Article L. 22-10-62 of the French Commercial Code or any share buyback program applicable before or after the adoption of this resolution;
8. delegates all powers to the Board of Directors, with the option of subdelegation under the conditions set by French law, to:
where applicable:
9. sets the period of validity of this authorization at thirty-eight months from the date of this General Meeting of Shareholders;
10. acknowledges that this authorization cancels any prior authorization with the same purpose.
27th resolution: Delegation of authority granting the Board of Directors the power to reconcile the Company bylaws with legal and regulatory provisions
Each year, the General Meeting of Shareholders is asked to renew the authorization previously given to the Board of Directors to amend the bylaws to reconcile them with legislation or regulations. This delegation of authority would bring the bylaws into compliance with new legal or regulatory provisions without waiting for a General Meeting of Shareholders to be called.
The amendments to the bylaws so decided would nonetheless be subject to ratification by the next General Meeting of Shareholders.
The General Meeting of Shareholders, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings, after having reviewed the report of the Board of Directors, grants full powers to the Board to reconcile the Company’s bylaws with legal and regulatory provisions, subject to ratification of these amendments by the next Extraordinary General Meeting.
28th resolution: Powers for formalities
This resolution is intended to grant the necessary powers to carry out the formalities following the holding of the General Meeting of Shareholders.
The General Meeting of Shareholders grants full powers to the bearer of an original, a copy or an extract of the minutes of the General Meeting to carry out any and all legal filings and formalities.
To the Shareholders,
In our capacity as Statutory Auditors of Compagnie Plastic Omnium SE, and in accordance with Articles L.225-177 and R.225-144 of the French Commercial Code (Code de commerce), we hereby report to you on the authorisation to grant share purchase options to employees and/or certain corporate officers of the Company, which is submitted to you for approval.
The beneficiaries of these options can only be, on the one hand, employees or specific employees, or certain employee categories and, where applicable, companies or economic interest groups related to it within the meaning of Article L.225-180 of the French Commercial Code and, on the other hand, the corporate officers that meet the conditions set by Article L.22‑10‑57 of the French Commercial Code.
The total number of options that may be granted under this authorisation may not give beneficiaries the right to purchase shares representing more than 0.5% of the share capital on the date of this Combined General Meeting, it being specified that the total number of free shares, that may be granted by the Board of Directors under the authorisation referred to in the twenty-sixth resolution, shall be deducted from this limit.
The total number of options that may be granted to corporate officers of the Company may not give beneficiaries the right to subscribe to or purchase shares representing more than 0.25% of the share capital at the date of this Combined General Meeting within this limit.
The Board of Directors proposes that, on the basis of its report, the shareholders authorise it, for a 38-month period, to grant purchase options.
It is the Board of Director’s responsibility to draw up a report on the reasons for granting share purchase options as well as the proposed methods used to set the purchase price. Our responsibility is to express an opinion on the proposed methods used to set the share purchase price.
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted, in particular, in verifying that the proposed methods for determining the share purchase price are presented in the Board of Directors’ report and that they comply with the applicable legal requirements.
We have no comments to make on the proposed methods used to set the share purchase price.
Neuilly-sur-Seine and Paris-La Défense, 14 March 2024
The Statutory Auditors
PricewaterhouseCoopers Audit
Philippe Vincent
Ernst & Young et Autres
May Kassis-Morin
To the Shareholders,
In our capacity as Statutory Auditors of Compagnie Plastic Omnium SE and in accordance with the provisions of Article L.225-197-1 of the French commercial Code (Code de commerce), we hereby report to you on the proposed authorisation to grant free existing or newly issued shares to employees and/or corporate officers of the Company or companies directly or indirectly related to it within the meaning of Article L.225-197-2 of the French Commercial Code, and/or corporate officers that meet the conditions set by Article L.22-10-59 of the French Commercial Code, which is submitted to you for approval.
The total number of shares that may be granted under this authorisation may not represent more than 0.2% of the share capital on the date of this Combined General Meeting, it being specified that the total number of shares underlying the options that may be granted by the Board of Directors, under the authorisation referred to in the twenty-fifth resolution, shall be deducted from this limit. The total number of shares that may be granted freely to corporate officers of the Company may not represent more than 0.1% of the share capital on the date of this Combined General Meeting within this limit.
The Board of Directors proposes that, on the basis of its report, the shareholders authorise it, for a 38-month period, to grant free existing or newly issued shares.
It is the Board of Directors’ responsibility to prepare a report on the proposed transaction. It is our responsibility to provide you with our observations, if any, in respect of the information provided to you on the proposed transaction.
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying in particular that the proposed terms and conditions described in the Board of Directors’ report comply with the applicable legal framework.
We have no matters to report on the information provided in the Board of Directors’ report, with respect to the proposed authorisation to grant free shares.
Neuilly-sur-Seine and Paris-La Défense, 14 March 2024
The Statutory Auditors
PricewaterhouseCoopers Audit
Philippe Vincent
Ernst & Young et Autres
May Kassis-Morin
The full company name is Compagnie Plastic Omnium SE. Its registered office is located at 19, boulevard Jules-Carteret, 69007 Lyon, France, and its administrative headquarters is at 1, allée Pierre Burelle, 92300 Levallois-Perret, France.
The Company is registered in the Lyon Trade and Companies Register under number 955 512 611 and registered in the worldwide directory of LEIs (Legal Entity Identifier) under code 9695001VLC2KYXXODW73.
Compagnie Plastic Omnium SE, founded in 1875, is a European company governed by the applicable European Community and national provisions.
The Company’s term will run until April 24, 2112.
The Company’s accounting period runs for twelve months, from January 1 to December 31.
“The Company’s purpose is to:
The Company may, both in France and abroad, create, acquire, use or grant licenses to use all trademarks, brands, commercial names, designs, models, patents and manufacturing processes related to the above purpose.
It may act directly or indirectly, on its own behalf or for a third party, in any country. It may do so either alone or with any other persons or companies in a partnership, joint venture, consortium or company, and may make any transaction within the scope of its corporate purpose."
The Board of Directors shall elect one of its members as Chairman.
The Chairman organizes and directs the work of the Board of Directors and reports on said work to the General Meeting of Shareholders. He sees to the smooth running of the Company’s bodies and more particularly ensures that the directors are in a position to carry out their duties.
Either the Chairman of the Board of Directors or another natural person appointed by the Board of Directors as Chief Executive Officer is responsible for running the Company.
The Board of Directors chooses in a free and majority vote one of the two modes of supervision and can at any moment by a majority vote modify its choice. The Board of Directors may, in accordance with the law, appoint one or more natural persons as Managing Director to assist either the Chairman, if he assumes the office of Chief Executive Officer, or the Chief Executive Officer. There can be no more than five Managing Directors.
The powers of the Chairman of the Board of Directors, if he is responsible for running the Company, and those of the Chief Executive Officer are set out by law. His powers may be limited by the Board of Directors in accordance with the Company’s decision-making structures.
The Board of Directors determines, in accordance with the law, the extent and duration of the powers conferred on the Managing Directors. Managing Directors have the same powers as the Chief Executive Officer with regard to third parties.
The age limit for the position of Chairman of the Board of Directors shall be eighty years.
The age limit for the positions of Chief Executive Officer and Managing Director shall be seventy-five years.
Documents that must be made available to the public (Company’s bylaws, reports from the Statutory Auditors, reports from the Board of Directors and historical financial information relating to Compagnie Plastic Omnium SE and its subsidiaries, and that included in this Universal Registration Document) may be consulted, while they remain valid, at the registered office of Compagnie Plastic Omnium SE and also at its administrative headquarters (1, allée Pierre Burelle, 92300 Levallois-Perret, France). Some of these documents may also be available in electronic format on www.plasticomnium.com.
This Universal Registration Document and Compagnie Plastic Omnium SE’s 2023 integrated report are both available in English.
Compagnie Plastic Omnium SE is a holding company with the following role:
Statutory Auditor, member of the Compagnie Régionale de Versailles, represented by May Kassis-Morin
41, rue Ybry
92200 Neuilly-sur-Seine
Ernst & Young et Autres was appointed (first term) by the General Meeting of Shareholders of June 29, 2010 and renewed by the General Meeting of Shareholders of April 21, 2022 for a period of six fiscal years expiring at the close of the Ordinary General Meeting called to approve the financial statements for the fiscal year ended December 31, 2027.
Statutory Auditor, member of the Compagnie Régionale de Versailles, represented by Philippe Vincent.
63 rue de Villiers
92200 Neuilly-sur-Seine
PricewaterhouseCoopers Audit was appointed (first term) by the General Meeting of Shareholders of April 21, 2022 for a period of six fiscal years expiring at the close of the Ordinary General Meeting called to approve the financial statements for the fiscal year ended December 31, 2027.
See Note 7.4 to the consolidated financial statements in chapter 5 of this Universal Registration Document.
The bonds issued in June 2017 include a clause allowing the investor to demand redemption or repurchase of their bond(s) if control over the Company changes. There is a similar clause in most other Group financing contracts.
There is currently no bylaw, charter, regulation or provision that could delay, postpone or prevent a change of control.
During the 2023 fiscal year, Compagnie Plastic Omnium SE, through one of its wholly-owned subsidiaries, formed a 50% partnership with Rein Hytech, a subsidiary of Shenergy Group, to form a joint venture named Plastic Omnium Rein (Shanghai) Energy Technology Co., Ltd. to produce and market high-pressure hydrogen storage systems for the Chinese market.
There are no other material contracts apart from those agreed in the normal course of business.
The Company’s material financial contracts are described in Note 5.2.6.2 to the consolidated financial statements and also in the section 5.1.3.
Compagnie Plastic Omnium SE is not currently dependent on any patents or manufacturing processes owned by third parties or on any special supplying contracts.
In the sector of the automotive industry in which Compagnie Plastic Omnium operates, sub-contractors do not generally define the specifications for sub-contracted parts. When, exceptionally, sub-contractors are able to do so, the Group’s policy is to define contractually the arrangements for the sub-contractor to transfer the design work, in order to be able to be used with other services.
Compagnie Plastic Omnium SE’s origins stretch back to 1946, when Plasticomnium, created on April 15, set up business at the rue du Louvre in Paris. The Company then had three employees and Pierre Burelle was the Chairman and Chief Executive Officer. Its first products were pipe fittings, dehydrator spark plugs and other plastic automotive parts (Jaeger).
During this time, injection molding machines were characterized by the weight of the part produced. In 1949, the Company had five molds, with the largest able to produce a 250-gram part.
The Company moved to rue du Parc in Levallois-Perret (in the Hauts-de-Seine department).
The Company borrowed to buy a mold capable of making 1,200-gram parts, a serious challenge for a company of this size.
New premises in Langres (Haute-Marne) were built to keep pace with the significant growth in business.
Plasticomnium took control of UMDP (Union Mutuelle Des Propriétaires Lyonnais), a company listed on the Lyon stock exchange. The two companies merged and Pierre Burelle became Chairman and Chief Executive Officer of the new entity. Plasticomnium’s stock market listing dates back to this merger.
UMDP was a septic tank cleaning and sanitation company. Pierre-Émile Burelle, a civil engineer and graduate of the École des Mines in Paris, took over its management in 1877 at the age of 29.
This company, under the aegis of Pierre-Émile Burelle, installed a vast network of pipes from the La Mouche plant in Lyon. This network distributed extraction materials to agricultural and market gardening areas. This 55 km network led to the creation of spread cropping.
After 1914, with the development of sewer systems, Pierre-Émile Burelle refocused the business on waste bucket rentals. He died in 1926. Two of his sons were involved in the management of UMDP: Jean Burelle, who died in the war in 1915, and Charles, who headed the Company until 1965. In that year, Pierre Burelle, the son of Jean Burelle and the grandson of Pierre-Émile Burelle, acquired a majority stake in UMDP on the Lyon stock exchange.
UMDP’s waste bucket business was the starting point for the development of a range of products and services by Pierre Burelle, Chairman and Chief Executive Officer of Plasticomnium, including waste container rental, maintenance and cleaning. This business became the backbone of the Environment Division.
Creation of the current logo by Raymond Loewy, with a new graphic design; Since then, Plastic Omnium has been written as two words.
The Group acquired Gachot’s Fluorinated Resin Division and set up a plant in Langres dedicated to these products, which became the 3P Division.
The 1970s
The 1970s saw the start of the Company’s international expansion with the creation of one subsidiary a year, including Spain in 1970, Germany in 1972, the United Kingdom in 1973 and the United States in 1977.
The parent company, Compagnie Plastic Omnium, was set up.
In 1974, the Group acquired a 2,500-metric ton injection molding machine, followed in 1982 by a 10,000-metric ton machine, both records in terms of power for the time.
Beginning of the Bumper business for Renault.
Plastic Omnium took a controlling interest in the Landry Group and Techniplaste Industrie, which resulted in the Fuel Systems activity, and diversified the Group’s client portfolio with Peugeot and Citroën.
Jean Burelle became Chairman and Chief Executive Officer of Compagnie Plastic Omnium; Pierre Burelle became Honorary Chairman and remained a director.
In the 1990s, the Group continued to extend its geographic reach internationally with the creation of new subsidiaries and with acquisitions:
In the 2000s, the Company continued to grow with a targeted acquisition and partnership strategy, and established a presence in Asia. It also stepped up its spending on R&D.
Inergy Automotive Systems, the world leader in fuel systems, was created as a 50/50 joint venture with Solvay.
Laurent Burelle became Chairman and Chief Executive Officer of Compagnie Plastic Omnium.
The Company’s global R&D center for exterior automotive components, ∑-Sigmatech, was inaugurated in the Lyon area.
The 3P Division’s pipe fitting business was sold.
Plastic Omnium Medical was sold.
The joint venture HBPO, the global leader in complex front-end automotive modules design, development, assembly and logistics, was set up by Plastic Omnium and two German automotive suppliers, Hella and Mahle-Behr.
The Group took control of Inoplast, a manufacturer of components and products made with composite materials and thermoplastics for cars and trucks.
The Group celebrated its 60th anniversary with a gathering of 1,000 people in La Défense (Paris).
Plastic Omnium began operations in China, as part of a joint venture with Yanfeng Visteon for exterior body parts.
The Group also began operations in India, through a majority-owned joint venture with Varroc for exterior body parts. The Group took full control in 2012.
The Group acquired German-based Sulo, Europe’s second largest waste container group.
Plastic Omnium acquired Signature, the European leader in road signage and marking, from Burelle SA, the parent company, and launch of a partnership with Eurovia (Vinci) in the same business segment.
The Performance Plastics Products (3P) Division was sold.
The Group took control of the Inergy Automotive Systems joint venture through the acquisition of Solvay’s 50% stake.
Since 2010, the Group has continued to expand in fast growing regions, through a combination of organic growth and acquisitions.
The Company acquired Ford’s fuel system production assets in the United States, and the Polish auto exterior plants of its competitor Plastal.
Two majority-owned fuel system joint ventures, one in China with BAIC, and the other in Russia with DSK, were set up.
Signature’s German and French operations were sold to Eurovia.
R&D activities were strengthened with the opening of α-Alphatech, Auto Inergy Division’s global center in Compiègne, France.
In July, the Group finalized the acquisition of Faurecia’s Exterior Systems business.
On June 6, Plastic Omnium celebrated its 70th anniversary at the Grand Palais, in Paris, with more than 1,500 guests.
On June 26, Plastic Omnium raised its stake in HBPO, the world leader in automotive front-end modules, by acquiring a 33.33% stake in the German group Mahle (HBPO had previously been held equally by Plastic Omnium, Hella and Mahle-Behr), bringing Plastic Omnium’s stake in HBPO to 66.67%.
On December 18, Plastic Omnium sold its subsidiary Plastic Omnium Environment BV to the consortium Latour Capital/Bpifrance (French public investment bank).
On September 24, Compagnie Plastic Omnium SE announced changes in its governance with effect from January 1, 2020: Laurent Burelle became Chairman of the Board of Directors, Laurent Favre joined the Group as Chief Executive Officer and Félicie Burelle was appointed Managing Director.
On December 4, Compagnie Plastic Omnium SE sold its non-industrial real estate assets to the property company Sofiparc, wholly owned by Burelle SA, for an amount of €128.5 million.
Project to create, with the German supplier ElringKlinger, a joint venture, EKPO Fuel Cell Technologies, specializing in fuel cell stacks, and to acquire the Austrian subsidiary of ElringKlinger, EKAT, specializing in fuel cell stacks to complete its global hydrogen offering.
In March 2021, the Group finalized the creation of the EKPO joint venture and the acquisition of EKAT.
The Group’s purpose is “Driving a new generation of mobility”.
Announcement of the construction of the largest plant in Europe to make hydrogen tanks for mobility applications, near Compiègne, France.
The Group celebrated 20 years since the creation of Sigmatech, the Group’s first major R&D center.
Creation of the Lighting Division and completion of two major complementary acquisitions to offer a complete range of automotive lighting products:
On August 1, acquisition of the Actia Power business, specializing in the design and manufacture of on-board batteries, power electronics and electrification systems primarily intended for electric mobility for trucks, buses and coaches, trains and construction machinery.
On December 12, acquisition of Hella’s 33.33% stake in HBPO, enabling Plastic Omnium to hold HBPO at 100%.
Plastic Omnium announced the creation of OP'nSoft, a new activity dedicated to the development of embedded software for its products and services for more electric, connected, autonomous and shared mobility.
Plastic Omnium and Rein, a subsidiary of Shenergy Group, announced the creation of the PO-Rein joint venture with the aim of producing and marketing high-pressure hydrogen storage systems for the Chinese commercial vehicle market.
The Plastic Omnium Group is organized around business line holding companies or country holding companies that hold the securities of local operating subsidiaries, as indicated in the organization chart above.
Plastic Omnium Modules held the HBPO shares until November 2, 2023, the date of their transfer to Plastic Omnium GmbH. Following this contribution, Plastic Omnium Modules was the subject of a universal transfer of assets to COMPAGNIE PLASTIC OMNIUM SE in January 2024.
The activity of these local operating entities primarily depends on their local market; they therefore have the assets and liabilities necessary for their activity but do not hold strategic assets. Compagnie Plastic Omnium SE entities are directly or indirectly wholly owned or controlled by Compagnie Plastic Omnium SE, with the exception in particular of the following four entities, which are held jointly with partners.
YFPO: a Chinese joint venture owned at 49.95% by Plastic Omnium Auto Exteriors, the company is the Chinese leader in exterior body parts. Its 2023 revenue stood at €688 million (Plastic Omnium’s share). YFPO employs 5,799 employees in its development center and its 26 plants.
SHB Automotive modules: Korean joint venture, market leader in front-end modules, 50% owned by HBPO. Its 2023 revenue stood at €362 million (Plastic Omnium’s share).
BPO: a joint venture 50% owned by Compagnie Plastic Omnium SE, the company is the Turkish leader in exterior body parts. Its 2023 revenue stood at €31 million (Plastic Omnium’s share).
EKPO: a joint venture 40% owned by Plastic Omnium Auto Inergy, leader in the development and mass production of fuel cell stacks, created in 2020 to accelerate the growth of hydrogen mobility. Its 2023 revenue stood at €5 million (Plastic Omnium’s share).
The list of regulated information below covers the 2023 fiscal year, as well as the beginning of 2024.
|
|
---|---|
Results |
|
First quarter revenue for 2023 | April 25, 2023 |
First half results for 2023 | July 24, 2023 |
Third quarter revenue for 2023 | October 26, 2023 |
Full-year results for 2023 | February 22, 2024 |
Share performance |
|
Half-year statement on the liquidity agreement at June 30, 2023 | July 20, 2023 |
Half-year statement on the liquidity agreement at December 31, 2023 | January 17, 2024 |
Declaration of transactions involving treasury stock | January 10, January 17, 2023 |
Declaration of voting rights | 2023: January 5, February 10, March 10, April 11, May 10, June 8, July 7, August 9, September 7, October 12, November 20, December 18, 2024: January 17, February 5, March 11 |
General Meeting of Shareholders |
|
Professional fees of the Statutory Auditors – fiscal years 2021 and 2022 | April 5, 2023 |
Report on corporate governance for the 2022 fiscal year | April 5, 2023 |
Availability of preparatory documents for the 2023 General Meeting of Shareholders | April 5, 2023 |
Publication in the BALO of the Notice of Meeting for the 2023 General Meeting of Shareholders | April 5, 2023 |
Other regulated information |
|
Plastic Omnium announces the creation of OP'n Soft and takes embedded software and services to a new level | January 5, 2023 |
Plastic Omnium sets up a Joint Venture with Shenergy Group to accelerate Hydrogen development in China | January 11, 2023 |
Plastic Omnium sells its Vigo Metal activity to Spanish group Segura | January 18, 2023 |
Notes to the 2022 consolidated financial statements | February 22, 2023 |
Availability of the 2022 Universal Registration Document | March 24, 2023 |
Availability of the 2023 half-year financial report | July 26, 2023 |
Announcement of the construction of the largest hydrogen tank plant in the United States | August 28, 2023 |
Plastic Omnium: 2024 publication schedule | September 11, 2023 |
Olivier Dabi is appointed Chief Financial Officer of Plastic Omnium | January 19, 2024 |
Plastic Omnium has been assigned a BB+ Long-Term Credit Rating by S&P Global Ratings | March 1, 2024 |
Plastic Omnium successfully issued a €500 million 5-year bond | March 7, 2024 |
Plastic Omnium adapts its organization to ramp up development of its integrated exterior systems offer | March 12, 2024 |
The press releases have been posted on the website of the French Financial Market Authority (AMF - Autorité des Marchés Financiers) and can be viewed on the Compagnie Plastic Omnium SE website, www.plasticomnium.com.
Laurent Favre, Chief Executive Officer of Compagnie Plastic Omnium SE
I certify that the information contained in this Universal Registration Document is, to the best of my knowledge, factual and does not contain any material omission that would alter its content.
I state that, to my knowledge, the financial statements are prepared in accordance with the applicable accounting standards and give a true picture of the assets, the financial situation and the results of the Company and its consolidated entities, and that the management report included in this document presents an accurate picture of the business development, results and financial situation of the Company and its consolidated entities, and that it describes the main risks and uncertainties that they face.
Levallois, March 15, 2024
Laurent FAVRE,
Chief Executive Officer
Subject | Page numbers in the Universal Registration Document |
---|---|
1. Persons responsible |
|
1.1 Identity of the person responsible | 430 |
1.2 Declaration by the person responsible | 430 |
1.3 Statement regarding the filing of the document | 1 |
2. Statutory Auditors |
|
2.1 Name and address of the Statutory Auditors | 425 |
3. Risk factors | 53-58 |
4. Information concerning Compagnie Plastic Omnium SE | 424-428 |
5. Overview of divisions |
|
5.1 Principal activities |
|
5.1.1 Nature of the issuer’s operations and its principal activities | 10-11; 21-43 |
5.1.2 New products and services | 25-30 |
5.2 Principal markets in which the issuer operates | 31-37; 301-302 |
5.3 Significant events | 292-297 |
5.4 Strategy and objectives | 5-7; 21 |
5.5 Extent to which the issuer is dependent on patents, licenses, industrial, commercial or financial contracts or new manufacturing processes | N/A |
5.6 Competitive positioning | 11; 24 |
5.7 Investments |
|
5.7.1 Material investments | 8-9; 25-26; 43; 275 |
5.7.2 Material investments in progress or for which firm commitments have already been made | N/A |
5.7.3 Joint ventures and significant investments | 311-313; 428 |
5.7.4 Environmental issues that may affect the utilization of property, plant and equipment | 193-209 |
6. Organizational structure |
|
6.1 Brief description of the Group | 428 |
6.2 List of significant subsidiaries | 384 |
7. Operating and financial review |
|
7.1 Financial condition |
|
7.1.1 Review of the performance of the issuer’s business and its financial condition including financial and, where appropriate, non-financial key performance indicators | 12-13 |
7.1.2 Future development forecasts and Research and Development activities | 276 |
7.2 Operating results |
|
7.2.1 Significant factors, unusual or infrequent events or new developments | 292-297 |
7.2.2 Reasons for material changes in net sales or revenues | 272-274 |
8. Capital resources |
|
8.1 Information on capital resources | 319 |
8.2 Cash-flow | 275; 283-284 |
8.3 Borrowing requirements and funding structure | 276; 332-334; 337 |
8.4 Restrictions on the use of capital resources | N/A |
8.5 Anticipated sources of funds | 276 |
9. Regulatory environment |
|
9.1 Description of the regulatory environment that may materially affect the issuer’s business | 148-153 |
10. Trend information |
|
10.1 Description of the most significant recent trends and changes in the Group’s financial performance since the end of the last fiscal year | 276 |
10.2 Events likely to have a material effect on the Group’s prospects | 276 |
11. Profit forecasts or estimates |
|
11.1 Published profit forecasts or estimates | N/A |
11.2 Statement on the principal forecast assumptions | N/A |
11.3 Statement on comparability with historical financial information and consistency of accounting policies | N/A |
12. Administrative, management and supervisory bodies and Senior Executives |
|
12.1 Information on members of the administrative, management or supervisory bodies and Senior Executives | 70-85 |
12.2 Conflicts of interest | 89 |
13. Compensation and benefits |
|
13.1 Compensation paid and benefits in kind | 105-117 |
13.2 Provisions for pensions, retirement or similar benefits | 110 |
14. Board practices |
|
14.1 Terms of office of the members of the Board of Directors | 70-85 |
14.2 Service contracts between Board members and the Company | 136 |
14.3 Information on the committees | 101-104 |
14.4 Statement of compliance with applicable corporate governance regime | 137 |
14.5 Potential material impacts on corporate governance | N/A |
15. Employees |
|
15.1 Breakdown of employees | 177-185 |
15.2 Shareholdings and stock options | 129-134; 321-326; 394 |
15.3 Arrangements for involving employees in the issuer’s capital | N/A |
16. Major shareholders |
|
16.1 Interests in the issuer’s capital | 145; 394 |
16.2 Existence of different voting rights | 138 |
16.3 Control of the issuer | 425 |
16.4 Shareholder agreements | N/A |
17. Related-party transactions | 136 |
18. Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses |
|
18.1 Historical financial information |
|
18.1.1 Audited historical financial information covering the latest three fiscal years and audit report | 1; 278-389 |
18.1.2 Change of accounting reference date | N/A |
18.1.3 Accounting standards | 286-291 |
18.1.4 Accounting framework | 286 |
18.1.5 Balance sheet, income statement, statement of changes in equity, cash-flow statement, accounting policies and explanatory notes | 363-382 |
18.1.6 Consolidated financial statements | 278-355 |
18.1.7 Age of financial information | 434 |
18.2 Interim and other financial information |
|
18.2.1 Quarterly or half-yearly financial information published | N/A |
18.3 Audit of historical annual financial information | 1; 356-360; 386-389 |
18.4 Pro forma financial information | N/A |
18.5 Dividend distribution policy |
|
18.5.1 Description of dividend distribution policy and any restrictions thereon | 402 |
18.5.2 Amount of dividend per share | 321; 383; 402 |
18.6 Legal and arbitration proceedings | N/A |
18.7 Significant change in the issuer’s financial position | N/A |
19. Additional information |
|
19.1 Share capital |
|
19.1.1 Amount of issued capital, number of shares issued and fully paid-up and par value per share, authorized number of shares | 138; 394 |
19.1.2 Information relating to shares not representing capital | 138 |
19.1.3 Number, book value and face value of shares held by the issuer | 142-143 |
19.1.4 Convertible securities, exchangeable securities or securities with warrants | N/A |
19.1.5 Terms of any acquisition rights and/or obligations | N/A |
19.1.6 Options or agreements | N/A |
19.1.7 History of share capital | 142 |
19.2 Memorandum and bylaws | N/A |
19.2.1 Register and corporate purpose | 424 |
19.2.2 Rights, preferences and restrictions attaching to each class of shares | N/A |
19.2.3 Provisions that would delay, defer or prevent a change in control | 425 |
20. Material contracts | 425 |
21. Documents available | 425 |
The cross-reference table below enables the information relating to the annual financial report in this Universal Registration Document to be identified.
Subject | Page numbers in the Universal Registration Document |
---|---|
1. Declaration by the person responsible for the information contained in the annual financial report | 430 |
2. 2023 statutory financial statements | 363-382 |
3. 2023 consolidated financial statements | 277-355 |
4. Management report |
|
4.1 Analysis of business development | 272-274 |
4.2 Analysis of results | 274-275; 362 |
4.3 Analysis of the financial position | 276; 362 |
4.4 Main risks and uncertainties | 54-58; 276 |
4.5 Key indicators relating to environmental and personnel matters | 12; 21; 171-209 |
4.6 Buyback by the Company of its own shares | 142-143 |
5. Statutory Auditors’ report on the 2023 annual financial statements | 386-389 |
6. Statutory Auditors’ report on the 2023 consolidated financial statements | 356-360 |
7. Statutory Auditors’ fees | 348 |
8. Report of the Board of Directors on corporate governance prepared in accordance with Article L. 225-37 of the French Commercial Code | 64-145 |
The cross-reference table below enables the information relating to the annual management report in the Universal Registration Document in accordance with Articles L. 225-100-1 et seq. of the French Commercial Code to be identified.
Subject | Page numbers in the Universal Registration Document |
---|---|
1. Information about the activity of the Company and the Group |
|
1.1 Overview of the operations and results of the issuer, the subsidiaries and the companies it controls by branch of activity | 272-276 |
1.2 Predictable changes in the issuer and/or Group | 276 |
1.3 Events after the reporting date of the issuer and/or Group | 276 |
1.4 Research and Development activities of the issuer and the Group | 8-9; 25; 303 |
1.5 Analysis of changes in the issuer’s activity, results and financial position, given the volume and complexity of the issuer’s and the Group’s business | 272-274 |
1.6 Key financial and non-financial performance indicators (including information about environmental and personnel issues) of the issuer and the Group | 12-13 |
1.7 Main risks and uncertainties faced by the issuer | 53-58 |
1.8 Financial risks associated with the effects of climate change and overview of measures taken to reduce them | 56 |
1.9 Principal characteristics of the internal control and risk management procedures relating to the preparation and processing of accounting and financial information | 59-62 |
1.10 Hedging transaction objectives and policy Information on the use of financial instruments Exposure to price risk, credit risk, liquidity risk and cash-flow risk of the Company and the Group | 334-335; 338-341 |
2. Legal, financial and tax information of the issuer |
|
2.1 Breakdown and change in shareholding structure | 142; 145 |
2.2 Names of controlled companies | 349-355 |
2.3 Statement of employee share ownership | 145 |
2.4 Significant investments made in companies whose registered office is located on French territory | N/A |
2.5 Acquisition and sale by the issuer of its own shares (share buyback program) | 142-143 |
2.6 Injunctions or financial penalties as a result of anti-competitive practices | N/A |
2.7 Any adjustments for shares giving access to capital in the case of share buybacks and financial transactions | N/A |
2.8 Dividends paid during the past three fiscal years | 401 |
2.9 Supplier and customer payment terms | 338; 385 |
2.10 Conditions for the exercise and holding of options by directors | 132-134 |
2.11 Conditions for holding free shares allocated to executive corporate officers and directors | 127 |
2.12 Company net result over the last five fiscal years | 383 |
2.13 Social and environmental consequences of the Company’s activities | 171-209 |
2.14 Vigilance plan | 210-222 |
3. Issuer’s CSR information |
|
3.1 Description of the main risks and uncertainties | 167-170 |
3.2 Financial risks related to the effects of climate change and measures taken by the Company to reduce them, implementing a low-carbon strategy | 56; 170 |
3.3 Hedging objectives and policy; the Company’s exposure to price, credit, liquidity and cash risks | 337-344 |
3.4 Internal control and risk management procedures relating to the preparation and processing of accounting and financial information | 59-62 |
4. Issuer’s CSR information |
|
4.1 Non-Financial Reporting Disclosure | 147-264 |
4.2 Certification by an independent third party of the information contained in the Non-Financial Reporting Disclosure | 265-268 |
5. Report on corporate governance | 64-145 |
The cross-reference table below enables the information relating to the corporate governance report in this Universal Registration Document in accordance with Articles L. 225-37-3 et seq. of the French Commercial Code to be identified.
Nature of the information | References for the publications or releases |
---|---|
1. Information about compensation and benefits granted |
|
1.1 Total compensation and benefits of any kind paid by the issuer to directors | 105-134 |
1.2 Fixed, variable and exceptional components of compensation paid by the issuer to directors | 105-117 |
1.3 Commitments of any kind made by the issuer for the benefit of its directors | 105-134 |
1.4 Level of compensation of directors with respect to (i) average compensation and (ii) median compensation on a full-time equivalent basis of the issuer’s employees other than directors and changes in this ratio over the last five fiscal years, at a minimum, presented together in a way that allows comparison | 118 |
2. Information on governance |
|
2.1 Positions held and functions exercised in any company by each director during the fiscal year | 70-85 |
2.2 Agreements entered into between a director or a significant shareholder with a subsidiary of the issuer (excluding agreements relating to current transactions and entered into on normal terms) | 135-136 |
2.3 Procedure put in place by the issuer pursuant to paragraph 2 of Article L. 225-39 of the French Commercial Code on related-party agreements and the implementation thereof | 135 |
2.4 Summary table of delegations of authority and authorizations in effect with regard to capital increases showing the use made of such delegations during the fiscal year | 139-141 |
2.5 Senior Executive procedures in the event of changes | N/A |
2.6 Composition and conditions for the preparation and organization of the work of the Board of Directors | 64-104 |
2.7 Diversity policy applied to members of the Board of Directors, balanced representation of women and men on the Executive Committee | 64-69 |
2.8 Potential restrictions imposed by the Board of Directors on the powers of the Chief Executive Officer | 98-99 |
2.9 Corporate Governance Code | 137 |
2.10 Terms and conditions specific to shareholder participation in General Meetings of Shareholders or provisions of the bylaws setting out such terms and conditions | 136 |
3. Information that may have an impact in the event of a public takeover or exchange offer |
|
3.1 Structure of the issuer’s capital | 145 |
3.2 Statutory restrictions on the exercise of voting rights and share transfers | N/A |
3.3 Direct or indirect investments in the capital of the issuer | 145 |
3.4 List of holders of any securities with special rights and description thereof | N/A |
3.5 Control systems provided for in any employee shareholding structure in which rights of control are not exercised by the employees | N/A |
3.6 Agreements between shareholders that may give rise to restrictions on share transfers and the exercise of voting rights | N/A |
3.7 Rules applicable to the appointment and replacement of members of the Board of Directors and amendment of the issuer’s bylaws | 65 |
3.8 Powers of the Chief Executive Officer, with regard in particular to the issuance or buyback of shares | N/A |
3.9 Agreements entered into by the issuer that are amended or cease to apply in the event of a change in the ownership of the issuer, unless such disclosure would seriously harm its interests, except where there is a legal obligation to disclose | 425 |
3.10 Agreements providing for the payment of indemnities to directors or employees in the event of resignation or dismissal without just cause or of termination of employment as a consequence of a public takeover or exchange offer | N/A |
A |
|
|
|
AMF (French Financial | Financial institution and French independent administrative authority whose role is to set the operating and ethics rules of the markets, monitor the markets and protect investors and shareholders. |
|
|
B |
|
|
|
Broker | Intermediary between a buyer and a seller, the broker facilitates trades between different traders or asset managers. |
|
|
C |
|
|
|
Capital expenditures and projects | Corresponds to acquisitions of property, plant and equipment and intangible assets, net of disposals, the net change in advances to suppliers of fixed assets and investment subsidies received. |
|
|
Consolidated revenue | Does not include the share of joint ventures, consolidated by using the equity method, in accordance with IFRS 10-11-12. |
|
|
D |
|
|
|
DSS (Deferred | Paid service enabling, for the most liquid shares, to defer the payment for orders and delivery of shares until the last stock market day of the month. |
|
|
E |
|
|
|
Economic revenue | Corresponds to consolidated revenue plus revenue from investments, by controlled subsidiaries, in joint ventures and associates consolidated at their percentage holding: BPO (50%) and YFPO (50%) for Exterior Systems, EKPO (40%) for Powertrain and SHB (50%) for Modules. |
|
|
Ebitda | Corresponds to the operating margin, which includes the share of profit of associates and joint ventures before allowances for depreciation and operating provisions. |
|
|
Euronext Paris | Market operator which organizes, manages and develops the Paris securities markets. It performs a market regulatory function (financial transactions, monitoring of brokers) through delegation of the AMF. |
|
|
Ex-dividend date | The date on which the share’s dividend is paid. The dividend amount is deducted from the closing price on the day preceding the ex-dividend date. The dividend will then be received by the shareholder on the payment date. On the ex-dividend date, the opening price theoretically loses the equivalent of the amount of the dividend from its closing price of the day before. |
|
|
F |
|
|
|
Float | Portion of the equity capital available to the public and used in stock market trading. |
|
|
Free cash-flow | Corresponds to the operating cash-flow, less tangible and intangible investments net of disposals, taxes and net interest paid +/- the change in working capital requirements (cash surplus from operations). |
|
|
G |
|
|
|
Gearing | Net debt rate (net debt/shareholders’ equity). It is a ratio which measures a company’s level of indebtedness in relation to its shareholders’ equity. |
|
|
I |
|
|
|
IFRIC (International Financial Reporting Interpretations Committee) | The International Financial Reporting Interpretations Committee (IFRIC) formulates interpretations of IFRS international accounting standards to ensure homogeneous application of these standards, clarify details that apply to them and find practical solutions. |
|
|
IFRS (International Financial Reporting Standards) | International accounting standards established by the IASB (International Accounting Standards Board). Since January 1, 2005, the preparation of consolidated financial statements is mandatory for all listed companies in Europe to facilitate the comparison of their financial positions. |
|
|
L |
|
|
|
Like-for-like | At constant scope and exchange rates. |
|
|
M |
|
|
|
Market capitalization | Value of all the shares of a company on the market at a given time. It is equal to the stock market price multiplied by the number of shares comprising the equity capital of the Company. |
|
|
N |
|
|
|
Net dividend per share | Share of the net income of a company distributed to shareholders. Its amount is voted on by shareholders at the General Meeting of Shareholders, after approval of the annual financial statements and on the recommendation of the Board of Directors. |
|
|
Net financial debt | Includes all long-term borrowings, short-term borrowings and bank overdrafts less loans, marketable debt instruments and other non-current financial assets, and cash and cash equivalents. | N |
|
Net profit (loss) – Attributable to owners of the parent | The profit or loss of the Company is obtained by adding the operating margin, other income and expenses, net financing expenses, other financial income and expenses, net income after tax of discontinued, or being discontinued, operations and by deducting net income tax and earnings payable to minority shareholders. |
|
|
O |
|
|
|
Operating margin | Includes the share of profit of entities accounted for by the equity method and the amortization of acquired intangible assets, before other operating income and expenses. |
|
|
P |
|
|
|
Par value | Initial value of a share set in the bylaws of a company. The share capital of a company is the product of the par value of the share multiplied by the total number of shares. |
|
|
Q |
|
|
|
Quorum | Minimum percentage of shares present or represented and having the right to vote, necessary for the General Meeting of Shareholders to legally deliberate. |
|
|
R |
|
|
|
Roadshow | Institutional investor meetings during which the Company’s corporate executive officers and the Investor relations team communicates on the Group's net income, markets and strategy. |
|
|
ROCE (Return | Return on capital employed corresponds to the ratio of the operating margin to the sum of shareholders’ equity and net financial debt. |
|
|
S |
|
|
|
Share | Negotiable security representing a fraction of a company’s share capital. Equities grant certain rights to their holders, the shareholders. The share may be held in registered or bearer form. |
|
|
Share buyback | Transaction where a company buys its own shares on the market, up to a threshold of 10% of its share capital and after authorization by the shareholders given at the General Meeting of Shareholders. Shares bought back are not included in the calculation of earnings per share and do not receive dividends. |
|
|
Shareholders’ equity | The shareholders’ equity is the financial resources of the Company (excluding debt) and is comprised of share capital, reserves, net income for the year and operating subsidies. |
|
|
Shareholder of a pure registered share | Shares held in pure registered form are held with the listed company, who has delegated the management of them to its financial intermediary. |
|
|
Shareholder of an administered registered share | Equities held in administered registered form are registered with the listed company, but their management remains with the shareholder’s financial intermediary who remains the preferred contact for all transactions. |
|
|
Shareholder of bearer shares | Shares are held in an account opened with a financial intermediary (bank, broker). |
|
|
SRI (Socially responsible investor) | Socially responsible investment includes, in addition to the usual financial criteria, environmental, social and governance (ESG) criteria in the analysis and investment process. |
|
|
Stock option | See Subscription Option. |
|
|
Subscription option | An option which gives the right to subscribe for, at a price fixed in advance and during a pre-determined period, shares of a company. |
|
|
T |
|
|
|
Treasury stock | Treasury shares represent the portion of the share capital held by the Company which issued them. They do not have voting rights and do not receive dividends. |
|
|
Treasury shares | A portion of the treasury shares held by a company, regulated and capped at 10%. |
|
|
A |
|
ACT FOR ALLTM | Compagnie Plastic Omnium SE CSR policy. This global program aims to mobilize the Group’s stakeholders around three areas: a responsible company, care for people and sustainable production. |
ADAS | Advanced Driver-Assistance System. |
ARPEJEH | The ARPEJEH Association (Supporting the Implementation of Study Projects for Young Pupils and Students with Disabilities) is a general interest association, governed by the law of July 1, 1901, bringing together private and public professional organizations (businesses, public institutions, public offices, local communities) in all sectors, and committed to an active policy in favor of the employment of people with disabilities, equal opportunity and diversity. |
C |
|
Circular economy | The circular economy is an economic concept that is notably inspired by the ideas of the green economy, the economy of use or the economy of functionality, the performance economy and industrial ecology. It aims to produce goods and services whilst significantly limiting the consumption and waste of raw materials, and the use of non-renewable energy sources. |
CMR | Carcinogenic, Mutagenic and toxic for Reproduction |
CNG | Compressed natural gas |
Composite | A composite material is an assembly of at least two immiscible components (but with a high penetration ability) with properties that complement each other, enabling enhancements in performance for certain uses (lightness, rigidity, etc.). |
CSR (Corporate Social Responsibility) | CSR for Plastic Omnium is structured around three focus areas with the aim of becoming the leading partner for sustainable mobility: sustainable production, attention to employees and responsible entrepreneurs. |
CSRD | European Corporate Sustainability Reporting Directive setting new non-financial reporting standards and obligations, applicable from 2025 for Plastic Omnium. |
CO2 | Carbon dioxide, or carbon gas, mainly from the combustion of hydrocarbons and coal (industry, energy generation, transport, etc.). |
E |
|
EcoVadis | A CSR (Corporate Social Responsibility) assessment designed to observe the inclusion of sustainability principles in a company’s business. |
ESG | Environmental, Social and Governance criteria |
F |
|
Fuel cell stack | This is an electrochemical device that produces electricity by reverse electrolysis of water. |
FR1 | Workplace accident frequency rate with lost time: number of workplace accidents with lost time multiplied by one million, divided by the number of hours worked (including temporary staff). |
FR2 | Workplace accident frequency rate with and without lost time: number of workplace accidents with and without lost time multiplied by one million, divided by the number of hours worked (including temporary staff). |
G |
|
GDPR | General data protection regulation. The goal of the GDPR is to strengthen supervisory practices regarding the collection and use of personal data. |
GHG (Greenhouse gases) | Gas components that absorb the infrared radiation emitted by the Earth’s surface, and contribute to the greenhouse effect. Their increased concentration in the Earth’s atmosphere is one of the factors causing global warming. |
GRI (Global Reporting Initiative) | A not-for-profit organization that aims to develop directives applicable worldwide with respect to corporate sustainability policies and reporting. www.globalreporting.org |
H |
|
HSE (Health, Safety and Environment) | A function that deals with workplace Health, Safety and Environment issues. |
Hybrid | This is a general operating principle which consists of combining an electrical engine (often reversible as a generator) with a combustion engine to propel a vehicle. |
Hydrogen | “Hydrogen vehicle” refers to any type of transport that uses the chemical transformation of hydrogen as a propulsion energy source (either direct combustion or through transformation into electricity using fuel cells). |
I |
|
ILO | International Labour Organization, founded in 1919, is an institution on a worldwide level charged with articulating and supervising international labor standards. |
ISO 14001 | International environmental management system standard. |
ISO 50001 | International energy management system standard. |
L |
|
LCA | Life Cycle Analysis |
M |
|
MIT | Massachusetts Institute of Technology, one of Plastic Omnium’s partners in the innovation ecosystem. |
N |
|
NICE (Network of Innovation Centers par Excellence ) | Grouping of universities and start-ups in the Yangtze River Delta region, Plastic Omnium’s partner for Open Innovation in China. |
NOx | Nitrogen oxides whose emissions are regulated by worldwide standards for cars and trucks. |
O |
|
OHSAS 18001/ISO 45001 | International workplace health and safety management system standard. |
|
|
Open Innovation | Plastic Omnium's “open innovation” approach, with three main focuses: environmental sustainability, or how to move towards clean propulsion systems; the autonomous car and the shared vehicle, or how to integrate the new IT, data capture and processing technologies; and industrial performance (4.0 plant) or how to use data to create the most efficient production and logistics technologies while developing employees’ skills. |
R |
|
RobecoSAM | RobecoSAM (sustainable asset management): asset manager specializing in sustainable investment and the analysis of non-financial corporate performance (environmental, social, governance, etc.). The quality of the analysis produced has led it to create and manage jointly with Standard and Poor’s the “Dow Jones Sustainability Indexes", a family of indexes that assess the sustainable performance of the 2,500 largest companies ranked in the Dow Jones Global Total Stock Market Index. www.sustainability-index.com. |
S |
|
SCR (Selective Catalytic Reduction) | Through the injection of the additive AdBlue®, this technology reduces NOx emissions (nitrogen oxides, which have adverse health effects) from diesel engines by 95%. |
SVHS (Substance of Very High Concern) | SVHS are chemical substances that fall into one of the following categories: substances that are carcinogenic, mutagenic or toxic for reproduction, persistent, bioaccumulative and toxic substances, very persistent and very bioaccumulative substances, substances that can disrupt the endocrine system. |
T |
|
Taxonomy | This makes it possible to identify the economic activities of a company that are considered environmentally sustainable. It aims to redirect capital flows towards sustainable investments, integrate sustainability into risk management and promote transparency in corporate reporting. |
Tg (severity rate) | Severity rate of workplace accidents: number of days lost as a result of accidents multiplied by one thousand, divided by the number of hours worked (including temporary staff). |
Thermoplastic | A thermoplastic material is one that softens (we sometimes observe fusion) repeatedly when heated above a certain temperature, but which becomes hard again below that temperature. |
Top Planet | Energy management system applicable to all subsidiaries and joint ventures controlled by Plastic Omnium. |
Top Safety | System to manage the security of people and property applicable to all subsidiaries and joint ventures controlled by Plastic Omnium. |
V |
|
VOC | Volatile organic compounds (VOC) are composed of carbon, oxygen and hydrogen and can be easily found in gaseous form in the atmosphere. They are mainly the result of solvent evaporation. |
W |
|
WoMen@PO | Internal network whose purpose is to promote and facilitate gender diversity in companies. |