THERMADOR GROUPE CONTENTS
1. EXTRACTS OF THE INTEGRATED ANNUAL REPORT
5. OUR SUBSIDIARIES
1.1 Chairman's statement 2
5.1 General overview 90
1.2 Our markets 4
5.2 Our subsidiaries 91
1.3 Our businesses 6
1.4 Our company history 8
6. ANNUAL CONSOLIDATED FIGURES
1.5 Our strategy 10
6.1 Main financial indicators 110
1.6 Our sales activity 11
6.2 Financial statement 115
1.7 Our logistics 12
1.8 Our suppliers 13
6.3 Notes to the annual 117 consolidated accounts
1.9 Our french customers 14
1.10 Our international customers 15
6.4 Statutory auditors' report on the 130 consolidated financial statements
1.11 Our key financial figures 16
1.12 Our key non financial figures 17
7. COMPANY ACCOUNTS
1.13 Our real estate 18
1.14 Our Board of Directors 20
AND LEGAL INFORMATION REGARDING THE PARENT COMPANY
1.15 Our executive Committee 21
1.16 Governance organisation chart 22
2. REPORT ON CORPORATE GOVERNANCE
8. ADDITIONAL INFORMATION
FROM THE UNIVERSAL REGISTRATION DOCUMENT
8.1 Cross-reference table 148
8.2 Component elements 151
8.3 Statement of the person responsible 151 for the universal registration document
3. EXTRA-FINANCIAL PERFORMANCE STATEMENT
9. DRAFT RESOLUTIONS 152
3.1 Business model 51
3.2 Major Corporate Social 53 responsibility risks and challenges
3.3 Our approach 57
3.4 Cross-reference table 75 for the extra-financial performance statement
3.5 Summary of indicators 76
This English version of Thermador Groupe's universal registration document contains almost the same information as the French version, but it should not be considered as completely accurate as the French version is the official one, approved by AMF.
3.6 Certificate of extra-financial 78 performance statement
4. RISK MANAGEMENT
4.1 Risk factors 80
4.2 Insurance and coverage of risks 85
4.3 Internal control 86
2.1 | Organisation chart | 24 |
2.2 | Executive Committee | 25 |
2.3 | Board of Directors | 28 |
2.4 | Audit committee | 33 |
2.5 | CEOs' earnings | 34 |
2.6 | Share performance | 40 |
2.7 | Make-up of capital | 42 |
2.8 | Looking forward to 2021 | 44 |
2.9 | 2020 Annual General Meeting | 45 |
2.10 | Relationship with our shareholders | 46 |
2.11 | Shareholders' emails and chat | 48 |
7.1 | Company accounts | 134 |
7.2 | Statutory auditors' report | 142 |
on the financial statements | ||
7.3 | Special auditors' report | 145 |
on conventions and regulated | ||
commitments | ||
7.4 | Statutory Auditors | 146 |
1. EXTRACTS OF
THE INTEGRATED
ANNUAL REPORT
1.1 | Chairman's statement | 2 | 1.9 | Our French customers | 14 |
1.2 | Our markets | 4 | 1.10 | Our international customers | 15 |
1.3 | Our businesses | 6 | 1.11 | Our key financial figures | 16 |
1.4 | Our company history | 8 | 1.12 | Our key non financial figures | 17 |
1.5 | Our strategy | 10 | 1.13 | Our real estate | 18 |
1.6 | Our sales activity | 11 | 1.14 | Our Board of Directors | 20 |
1.7 | Our logistics | 12 | 1.15 | Our executive Committee | 21 |
1.8 | Our suppliers | 13 | 1.16 | Governance organisation chart | 22 |
CHAIRMAN'S
STATEMENT
Never in the course of the past 10 years has our multi-channel, multi-market strategy felt so right. It was clearly a strong pillar of our resilience during the 2020 crisis, which was as brutal as it was unexpected. Indeed, the performance of our consumer, swimming pool, e-commerce and renewable energy businesses offset our declines in the new housing, industrial and international sectors.
Our teams have been the second and most important pillar of our resilience. They have been exemplary, courageous, responsive, committed, supportive and forward-looking when the indicators have been in a fall-and-rise frenzy.
A vital support in such circumstances, our IT specialists implemented across-the-board home-working in record time, enabling us to maintain service to our customers during lockdowns.
Finally, the quality of our stocks and the reliability of our industrial partners undoubtedly made the difference in periods of very high demand.
As a result, and despite a particularly chaotic context, we managed to increase our sales (2.6%) and net profit (10.1%) on a like-for-like basis.
With Distrilabo and Thermacome, which joined the group on January 1 and May 1, 2020, respectively, our turnover increased by 7.2% and our net profit by 11.8%. The onboarding of these two fine companies is under way, in line with our forecasts. In this respect, we would like to thank Laurence and Denis Straub for their cooperation in the handover to Anne-Sophie Bultey at the head of Distrilabo, as well as our new partner Acome for its loyal support to Thermacome, whose Managing Director, Florent Kieffer, remains in place.
In accordance with commitments made at the beginning of 2020, we do not plan any external growth operations in excess of €5 million in 2021, preferring to concentrate our resources on our many and varied onboarding operations.
Our stock level fell from 190 to 173 days of purchases consumed, a decrease that needs to be put into perspective given the unexpected increases in turnover during the second half of the year. This indicator once again underlines the prowess of our teams in an extremely volatile situation.
'Our teams have been the most important pillar of our resilience.'
At December 31, 2020, our net cash position was €39.9 million, our bank debt at €39.4 million and our shareholders' equity after allocation of profits, at €224.8 million. These figures show our excellent financial solidity.
This means that 2021 can get under way with a degree of serenity, and we are ready to manage the inevitable vagaries of the markets. The context remains broadly the same as in the fourth quarter of 2020, assuming a slowdown in sales to the general public, which cannot continue to rise indefinitely. The recovery of our export sales depends largely on how the pandemic evolves in Europe. In France, we can count on the government's household energy subsidy MaPrimeRénov' to compensate for the erosion of sales of accessories linked to fossil fuels and our accessory ranges, used notably with renewable energies in buildings. Our 10-year strategic plan, laid out on pages 10 and 11 of this document, has been slightly modified to show our willingness to take long-term action to protect the environment.
2020 was marked by a very sharp increase in trading volumes on our share. Also, the influx of new small investors onto the stock market, and our good results, have encouraged the arrival of new ones, whom we warmly welcome. 7,116 of you now have a stake in our capital, which is also a guarantee of our resilience. In December 2020, institutional investors held 46% of the capital, individual shareholders 40% and our employees 9%, getting close to the 10% target we set ourselves, thanks in particular to the 1% capital increase you approved at the 2020 AGM. In line with our distribution policy and aware of the very uncertain nature of the year ahead, we are proposing a dividend of €1.82, up 1.1% on last year. Unless the pandemic forces us to repeat the digital version of this event, our AGM will be held in Lyon on April 6 at 5 p.m. at Hôtel Dieu. We are counting on your presence or your votes to exceed a 70% attendance rate, a symbolic threshold that would demonstrate the vitality of this democratic body. As far as possible, we will also organise an information meeting in Paris on April 8 at 4 p.m. at Salons Hoche.
Guillaume Robin
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1.2 OUR MARKETS
Although the 'professions' of our different subsidiaries are fairly similar, our organisation per market ensures good risk distribution. Most of the markets where we are present are not overly exposed to economic-climate type risks. 43% of our turnover is from materials for the building sector of which only 20% are installed in new houses; the remaining 80% serves the maintenance and renovation market.
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
17 million
80% of our sales
in maintenance and renovation
36.3 million
housing units in france
5 million
5 million private houses benefitted from energy renovations in 2018
Source: ADEME (French environmental agency).
gardens in France, one or more pumps per garden
1.3 million
sunken pools in France
Domestic waste water lifting: 5 million housing units in non-collective sanitation, 2 million of which to be made compliant
We offer the private housing, collective housing and tertiary sector building markets all the accessories and equipment they need for effective water circulation in heating and sanitation facilities. We also offer comprehensive ranges to control inside air quality and temperature. Our subsidiaries respectively serve wholesalers, DIY superstores, web platforms and certain manufacturers.
Changes to the regulations which target water and energy savings, whilst ensuring comfort and security of housing and users, is stimulating innovation and has led us to propose higher value-added solutions. Most of our business is in maintenance and renovation; these are resilient 'needs' markets on which we are very well placed and highly reactive.
We are a major player on the French market for domestic pumps for professional distribution circuits and in DIY superstores. Whether it be watering, irrigation, water supply to private houses, transfer and lifting of fresh and waste water or swimming pools, the pumps market is, and will remain, important to us. Successive heatwaves and floods over recent years have contributed to increasing needs, although they do remain subservient to the vagaries of the weather.
Our return to the swimming pool market has seen us bring a very wide range of equipment to professionals who build and renovate pools, as well as to private individuals who install and maintain them.
For several years, the share of turnover from industrial markets has increased, which makes us less dependent on France's new-build housing market. This progression faltered in 2019 further to the acquisition of Ets Edouard Rousseau at the end of 2018. It is however expected to return to growth over the next ten years, since our market shares in the industry sector are lower.
€100m
The DIY superstore market for compressors, generators and welding units
€85m
The market for high-pressure cleaners in DIY superstores
€100m or 110,000 compressors
The air compressor market via the pro channel
Chemical and petrochemical industry
Food industryPharmaceutical industry
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
We sell air compressors, generators, welding units, chargers and high-pressure cleaners to major retail and via the Web to well-informed DIYers.
To differentiate the product offering targeting the different actors of the DIY sector, we use our own brands (Mecafer), those of our customers, and also brands used under licence by our suppliers (Michelin, Stanley).
Under the Nuair and Fini brands, we also sell our piston and screw compressor to professionals in the industry, which complete the reservoir and valve ranges already distributed to wholesalers of industrial supplies, compressed air specialists and distributors of supplies for the automotive industry.
Fluids circulate on most industrial sites in liquid or gas form.
Six of our subsidiaries distribute manual and motorised valves, flaps, filters, connectors and regulation and control accessories for maintenance work or new installations.
We are present with almost all the specialised retailers, wholesalers in industrial valves and industrial supplies, and we are progressively building our product range. We also carry out specifier campaigns in factories to raise awareness about our ranges and establish our brands.
Sodeco Valves, based in Belgium, primarily targets major industrial sites.
1.3 OUR BUSINESSES
Our subsidiaries are useful and efficient interfaces between a large number of manufacturers scattered throughout the world, and increasingly demanding wholesalers, superstores, factories, swimming pool professionals, commercial websites and market places.
OUR SUPPLIERS
691 manufacturer-partner factories ensure prodution.
We guarantee the distribution of their products in Europe via a highly efficient sales and logistics organisation.
TROPERLAUNNADETARGETNIEHTFOSTCARTXE .1
OUR SUBSIDIARIES
• Market share in our trading areas
• Transparency
EXPECTATIONS OF OUR SUPPLIERS
• Security of payment
• Regularity and scheduling of orders
OUR STRENGTHS
• A wide range of appropriate products
• Very highly-skilled commercial teams who are omnipresent in the field
• Marketing adapted to each market
• Immediately-available stock
• Extremely efficient logistics
• Delivery in 24-72 hours in France, 2-6 days anywhere in Europe
• Strong brands, whether they belong to the manufacturers or to Thermador Groupe
• Qualitative feedback on market expectations
• Product co-development
• Brand reputation
• Simplicity in business relationships
OUR COMPETITION
Each of our commercial subsidiaries can name dozens of competitors, primarily importers or commercial subsidiaries of manufacturers. Some of these competitors are common to several of our subsidiaries, but none covers all our ranges.
Amongst the best known are Watts Industry and Aalberts who both have an industrial activity and supply French wholesalers, and Eriks Econosto internationally. The very large number and great diversity of competitors who compete only with a very small portion of our products reduces our risk. The pure-players of the Web are potential competitors of our customers. Some of our products are present on their platforms (Leroy Merlin, Amazon, Cdiscount, ManoMano, etc.). It is up to us to act and increase our skills to master and utilise this digital channel with discernment and intelligence. Furthermore, a lot of our products are niches and sell thanks to the technical expertise of our sales people and after-sales service. The giants of the Web do not have this type of skill and know-how.
CUSTOMER EXPECTATIONS
THE BASICS
• A clear commercial policy
• A clear, coherent pricing policy
• Competitive pricing
• High-quality products
• Very broad product ranges
• Innovation
• Short, reliable deadlines
• Complete orders
THE RELATIONSHIP - THE SERVICE
• Stability of commercial teams in the field and in the offices
• Presence in the field and at regional trade shows
• Technical advice: recommendation, installation
• Simple, data-rich websites
• After-sales and spare parts service
AID TO SALES
• Distributor brands
• Recommendation
• Good packaging
• Promotions
• Joint sales actions by phone
• Sales pitch
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
1.4 OUR COMPANY HISTORY
THE STAGES OF OUR DEVELOPMENT
1968
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
Thermador founded: The initial capital was FRF300,000 (€45,735). Importing and distributing central heating accessories.
Founders:
Guy Vincent, Jacques Borde, Hubert Fournier, Geneviève Boreil and Marc de Sereys.
1992
Creation of Isocel.
Sale of parts to boiler manufacturers.
2002
Creation of Opaline.
Communications agency.
1973
Creation of Thely.
Property company.
2006
Creation of Thermador International.
Distribution of the group's products on international markets.
Change of name in 2019 for Syveco.
1977
Creation of Jetly.
Sale of domestic pumps and pump accessories.
2013
Creation of Axelair Specialised distribution of ventilation equipment and accessories.
1978
Creation of Sferaco, Sale of valves to the construction business and industry.
2013
Creation of a Thewa taps business within the Thermador subsidiary.
2017
Acquisition of FGinox by Thermador Groupe.
Sale of stainless steel connectors, flanges, valves and accessories.
2017
Acquisition by Axelair of the Vortice France business.
2017
Acquisition by Mecafer of Domac.
Sale of air compressors, generators, welding stations and battery chargers.
2017
Acquisition of Groupe
Valfit by Sferaco.
Sale to specialised wholesalers of a targeted range of connectors, meters and valves.
1986
Creation of Dipra.
Sale to DIY superstores: pumps, household valves, plumbing.
2015
Creation of Aello.
Specialised distribution of swimming pool equipment and accessories.
1986
Creation of Thermador Groupe.
Capital: FRF66,320,000
(€10,110,418).
1987
Thermador Groupe listed on the stock exchange.
1989
Creation of Sectoriel.
Motorised valves.
1989
Creation of PBtub.
Distribution of pipes in synthetic materials, underfloor heating and domestic water distribution.
2015: the beginning of our external growth policy
2015
Acquisition of Nuair France by Sectoriel.
Distribution of screw and reciprocating compressors for professionals and for industry.
2015
Acquisition of Mecafer by Thermador Groupe.
Sale of air compressors, pneumatic tools, generators, welding stations and chargers to DIY stores.
2017
Acquisition of Sodeco Valves by Thermador Groupe.
Industrial valves in Belgium, Holland, Germany, France and Switzerland.
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
2018
Acquisition of Ets. Edouard Rousseau by Thermador Groupe.
Sales to DIY superstores and supermarket retail in France and Spain of a range of taps for bathrooms and kitchens.
2019
Acquisition of Distrilabo by Thermador Groupe.
Distribution of technical materials for pressure, temperature, level and flow measurement and control for industrial processes and air-treatment engineering.
2020
Acquisition of Thermacome by Thermador Groupe.
Radiant surface and hydrodistribution systems for housing and buildings.
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
1.5 OUR STRATEGY
CHALLENGES
• Attract and hold onto talent at every level of the group.
2021-2026
• Promote parity in all governing bodies.
• Better understand and satisfy our customers' expectations.
• Increase the proportion of international business.
. Foster and support internal initiatives to protect the environment and to commit ourselves more specifically by building the relevant indicators to measure our progress.
• Continue the integration process for recently-acquired companies.
• Develop our digital skills and tools so that our products can be sold via digital channels.
• Ensure the integrity of our information systems.
Thermador Groupe owns, controls, groups together and drives companies distributing:
• materials and accessories for fluid circulation in buildings and industry,
• large tooling for the retail and pro markets.
Our objective is to pursue growth at a similar pace to that of the past ten years whilst respecting our employees, shareholders, customers, suppliers, other stakeholders and the environment.
We continue to prioritise trust, transparency, simplicity, sobriety and conviviality in human relations, whilst continuing to be highly demanding and alert to the best possible efficiencies. We ask everybody to work well and do things properly, to 'get it right first time', so as not to have to do them again.
We want to offer our staff excellent working conditions and coherent, fixed earnings. Some of the profits are shared in the subsidiaries. The Thermador Groupe FCPE (mutual fund) is the Group's incentive tool.
We expect our executives to perform highly, to be exemplary, communicate effectively and be primarily driven by the collective interest.
Our choice of opening up our capital very broadly imposes upon us the obligation of satisfying our shareholders through exemplary communication, management and behaviour, regular results and dividends, a high level of transparency and flawless accountability. We continue to pursue a determined policy to ensure that our employees and executives own a substantial share of capital.
Our model involves a high-performance information system, large amounts of stock and suitable buildings we are able to own thanks to our very solid financial structure, which we must continue to defend.
We seek to increase our sales and logistics efficiency by:
• the continued improvement of our information systems by increasing our degree of autonomy and development capacity,
• the collection, storage, analysis and exploitation of data useful to our business by adding appropriate algorithms to our information systems,
• the gradual introduction of mechanised storage systems.
The model relies on specialist commercial subsidiaries performing sales, marketing and logistics in their geographical areas, and with the customers and distribution channels agreed with their manufacturing partners. Their purchasing price and cost control policies ensure good profitability whilst keeping them competitive.
They are differentiated by:
• the stability, quality and commitment of their staff,
• taking customer satisfaction into account at every turn,
• the breadth, depth and incessant adjustment of product ranges,
• permanent, high-performance sourcing,
• product expertise in after-sales service,
• efficiency and consistency in after-sales service,
• excellence of logistics and operational processes,
• mastery of digital tools at their disposal,
• the pertinence of information sent to the market to effectively feed the digital channels,
• an ability to adapt and innovate.
Executives have substantial autonomy as to the conduct of their business activities and man-management.
International. From France, we focus on markets that are accessible to our logistics organisation and product ranges for which we have a competitive advantage. Subsidiaries physically present abroad apply the conventional levers of organic growth.
We can act on several levers to ensure our growth.
Organic growth. Each subsidiary acts on three levers to develop sales through:
• the development of market share for product ranges where it is below 30%,
• the price increases where market conditions allow it,
• extension of product ranges without ever competing with another subsidiary of the Group.
Creation of subsidiaries. This is possible in a segment that is close to what we do already, as long as we can find the men and women to lead the project and the industrial partners to provide the basic offer.
External growth. We study opportunities by fixing a number of prerequisites: distribution companies which work in a way that is compatible with our model and our market, a proven strategic interest, a reasonable price which is acceptable to our shareholders, honesty, professionalism and commitment of the executives and management teams, 100% control of capital in time, upholding of operational excellence in the medium term. We announced a break in 2020 and 2021 on external growth operations that are time-consuming or above €5m so that our resources can be dedicated to implementing synergies and operational efficiencies.
1.6 SALES ACTIVITY
56% OF STAFF IN 34,324 customers
PERMANENT CONTACT
38,612 visits to
WITH OUR CUSTOMERS97 customers have visited our group,
IN THE FIELD OR
ON THE PHONE
495,241 calls are received per year:
Advice, prices, availability, after-sales service
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
The CEOs, Sales Directors, Itinerant Sales and Office Technical Sales staff have permanent contact with our customers, both in the field and on the phone. Some of our wholesaler customers can receive representatives from several of the Group's subsidiaries in the same day, without ever complaining that they are wasting their time. Indeed, our colleagues have a duty to gain an in-depth understanding of the ranges they promote and thereby demonstrate their efficiency.
Each week, training actions are led in the field or in our offices with our customers' staff members. They also consult our websites for easy access to technical information.
Our office-based technical sales teams are also contributing by telephone to process all types of requests very quickly: price, availability, after-sales, technical information, etc.
5,613,911
WEB
CONSULTED PAGES ON OUR WEBSITES
IN 2020
4,115
PAGES OF CATALOGUES
AND PRODUCT REFERENCES
Some of our wholesale customers have developed web-based activities.
At the same time, pure-web players and marketplaces have emerged on our fields. We welcome this new distribution channel as an opportunity and are investing so that our technical resources and our teams' knowhow are up to the task. Modern websites, enrichment and distribution of product data, referencing of our brands, adjustment of our pricing policies, digital marketing, online video, social networks, influencers, etc.
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
1.7 OUR LOGISTICS
78,380 ITEMS IN STOCK
The merchandise we buy is delivered to our warehouses on trucks (36% being delivered by container). The total volume represents the equivalent of 2,072 20-foot containers. We have 99,019 m² of storage area, with a capacity of 108,936 pallets. There are 224 forklift trucks coming from 3 hand-picked manufacturers. We keep 78,380 items in stock. Our teams of 166 warehousemen have prepared and shipped 506,183 orders coming from 3,240,029 product lines. Our customers' purchasing processes are computerised: their orders are integrated into their system and then sent to us primarily by electronic data interchange. 35.9% of our orders are now processed by EDI, character recognition and our commercial websites, thus reducing manual entry.
Average turnover per order is 895 euros; 43,024 tonnes or 60 millions of products have been sold!
43,024 tonnes
of product sold
24/72 hrs
for delivery in France,
2 to 6 days everywhere in Europe
99,019 m2 of warehouse space
35.9%
of our orders are paperless
Each of our subsidiaries has a single storage centre from whence they ship their orders to their customers in France, Europe and Africa.
They guarantee customers that their orders will be delivered complete in 98% of cases according to the following delivery deadlines:
• 24/72 hours for France.
• 2 to 6 days for overseas depending on the destination.
• Sodeco Valves, based in Belgium, can deliver in 4 hours in its trading area.
This implies:
• Stock management ensuring 'zero stock-out', a crucial requirement for our purchasing departments.
• Agreements with reliable transport companies.
SUPPLY CHAIN MANAGEMENTOUR TRANSPORT COMPANY
In a very quickly-changing context in terms of logistics, with the arrival of PARTNERS new actors and new technologies, we made the decision to create a Supply
Chain Director position (sourcing, storage and distribution) to identify and improve our excellence in this field.
Subsequently, Anaïs Der Hagopian-Virieux left her position as Sectoriel's Administrative Director to join Thermador Groupe on September 1, 2020, as Supply Chain Director. Her mission is now to support the subsidiaries and the group through a process of continuous improvement of the tools, resources and flows to improve supply chain performance. Her in-depth knowledge of our businesses and the group will enable her to bring in the necessary changes by onboarding our teams and managers in the process. An innovative project to equip the subsidiaries with a sophisticated sourcing software tool has already been launched with the aim of further improving customer service and stock rotation. The estimated budget for this project is €340k, targeting an initial operational roll-out to 4 pilot subsidiaries during the second quarter of 2021.
Our customers also judge us on the quality of service offered by transport companies delivering our merchandise. And even if they are neither our drivers nor our trucks, here again we want to meet customer needs exactly in terms of cost control.
Lionel Monroe leads the group that negotiates operating conditions annually with our transport company partners (courier and express delivery). We bring them considerable regular volumes from our warehouses and in return expect high-quality services and the best possible commercial conditions.
In 2020, 7 companies delivered for us by express delivery, 10 by courier and 21 freight.
Our main service providers have for several years been committed to reducing the environmental impact of their activities. They detail their approach and progress made in their own annual reports: CSR commitments, C02 emissions, efficiency ratios, ISO 14001 and accident rates. Some are signatories of the ADME charter (French environmental agency).
PURCHASES OF THE GROUP IN 2020
1.8 OUR SUPPLIERS
40 YEARS'
PARTNERSHIP FOR
24% OF OUR
SUPPLIERS
DISTRIBUTION BY COUNTRY
Distribution by CURRENCY in 2020
CHINA + TAIWAN
Our biggest supplier: 7.7% of our merchandise purchases The top 5 account for 23.6% The top 10 account for 34.3% 63% of our purchases come from European manufacturers + 691 manufacturer partners throughout the world
€252m
of goods purchased in 2020
(in 2019: €235m, in 2018: €197m)
ITALY
FRANCE
EURO
US DOLLAR
SPAINOther countries
GERMANY
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
OTHER FOREIGN CURRENCIES
It is the responsibility of the CEO of each subsidiary to choose his/ her suppliers and maintain trusting relationships with them.
Although some suppliers are common to several subsidiaries, we do not feel it is useful to have a centralised purchasing department for the group. We prefer to ask each subsidiary to focus on its market priorities and to share information on 'group' partners.
Our suppliers are manufacturers we have selected from amongst the best in their profession. We work very closely with them over the long term, ensuring that their products meet all our prevailing technical and safety standards.
From the outset the Group's development has been based on Italian industrialists who are very well known for their know-how in the valve and pump fields. Today, they represent 34% of our supplies. In 2020, Caleffi and DAB consolidated their positions as respectevely n°1 and n°2 of our suppliers.
For fifteen years or so, we have also developed relationships with Chinese and Taiwanese manufacturers having visited more than 691 factories working in our professions. Today, 35% of our purchasing is from China and Taiwan, where we have around a hundred regular high-quality suppliers. If they are not prevented by health constraints such as those we experienced in 2020, our teams make 20 to 30 visits to the country each year, often accompanied by a Chinese colleague who lives in France. She is also responsible for assisting and advising the subsidiaries to develop and facilitate relationships with our industrial partners and their managers. Etablissements Edouard Rousseau has for several years had a commercial branch in Shanghai, where a very loyal team performs controls in the factories and in logistics to optimise container filling.
In general terms, these are in-depth site visits: we pay particular attention to employees' working conditions and ensure that no children are present in our partners' workshops and factories (see our EFPS on page 74 of this universal registration document).
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1.9 OUR FRENCH CUSTOMERS
34,000
Our biggest customer:
CUSTOMERS IN
6.2%
of turnover
The 5 biggest represent 24.3%
FRANCE AND ABROAD
The 10 biggest represent 36.9%
Our customers are wholesalers in heating and sanitation, pumps, plumbing fittings, industrial supplies, OEMs, swimming pool professionals, industrialists and all DIY players.
Some of our customers have grown through external growth operations. Others opt for organic growth. In any event, they are very diverse:
• Independent or subsidiaries of listed or family groups.
• International, national or regional in terms of organisation and logistics.
• Grouped or independent for purchasing, marketing and communications. They include:
Adeo, Saint-Gobain Distribution, Pompac Développement, Les Mousquetaires, Mr Bricolage, Descours et Cabaud, Qérys, Kingfisher, Richardson, Fransbonhomme, Rexel, Leclerc BBJ, members of Algorel and Socoda.
We have very active commercial presence at the national decision-making centres and points of sale (sales activities, training, etc.). The organisation of our sales force involves small teams of highly professional and responsive salespeople.
Thermador references at a wholesaler.
Jetly references at a wholesaler.
Promotion of the Tallas range
in a DIY superstore sector.
Thewa products layout in a showroom.
In 2020, the portion of our export activity as a whole fell from 19.2% to 18.2%, because of external growth in the French market (Distrilabo and Thermacome) and the difficulties encountered by Syveco and FGinox sales teams in physically visiting their customers in Europe and Africa.
Overseas departments and regions and overseas authorities (DROM-COM) account for 2.5% of the group's turnover, an activity performed by several subsidiaries.
International business now accounts for 15.7% of the group's turnover.
From the end of the 1960s through to the middle of the 2000s, the group's subsidiaries bought in Europe to sell in France. Today, they buy throughout the world to sell in Europe and Africa via our subsidiaries Syveco, Sodeco Valves, FGinox and Edouard Rousseau.
Syveco, set up in 2006, contributed 40.4% of our international turnover in 2020. Sodeco Valves, FGinox and Edouard Rousseau accounted for 51.9% of this business, the remainder coming from our other subsidiaries. Syveco delivers wide ranges of products perfectly suited to market needs to wholesalers from our main stock in Saint-Quentin-Fallavier and to short deadlines. Progress with logistics and shortening in delivery times havesimply pushed back our borders, since we are now able to deliver the whole of Europe in 2-6 days.
For our African customers, orders are submitted in full and immediately to forwarding agents who ship the merchandise in two or three weeks to the markets concerned.
Sodeco Valves, whose head office is in Belgium, delivers in 24-48 hours to its industrial customers, mainly in Belgium, Holland, Germany and Switzerland (there is a commercial branch in each country, with local sales staff).
FGinox has an export department and sells its ranges of stainless steel connectors to industrial customers and specialised wholesalers in Europe and Africa.
Ets Edouard Rousseau has a sales subsidiary in Spain which stocks and distributes tap ranges for DIY superstores in that country.
Our future potential growth margin is immense, judging by the current and future needs of high-development-potential countries and commercial synergies that are gradually emerging between the different subsidiaries concerned.
1182 1193 21 04
15
16
170
181
19210 210311 1412 1513 1614 1715101816119171201813 191104 201115
1126
1137 1148
1159
1260 170 181
192 21 03
14 1015 1116 1217 1318 1419 15 20 16 17
18
1910
2011 12 16 13 17 14 18 15 19
1620 170
181
192
21 03 14
15
1
* 2016 and previous years: no loans or debts.
Capitaux propresCapitaux propres tock
Trésorerie
stock
2020 | 2019 | stoc 2018 | k2017 | Trés 2016 | orerie 2015 | 2014 | 2013 E | mprunt 2012 fina | ncièressréestordeer 2011 | itees 2010 |
Trésore
PROFITABILITY RATIOS (%)
Staff costs / Turnover | 11.7 | 11.5 | 11.1 | 10.5 | 11.0 | 10.5 | 10.8 | 10.5 | 9.8 | 10.2 | 10.2 |
Operating profit / Turnover | 12.8 | 12.8 | 14.0 | 13.9 | 13.7 | 14.1 | 15.2 | 15.4 | 15.7 | 16.2 | 15.0 |
PORTION OF NET PROFIT ALLOCATED TO THE GROUP / TURNOVER | 9.0 | 8.7 | 9.2 | 9.7 | 8.9 | 9.2 | 9.7 | 9.7 | 10.1 | 10.6 | 9.6 |
Pre-tax return on equity (ROE) | 16.1 | 15.9 | 15.5 | 15.1 | 13.0 | 13.6 | 14.9 | 16.4 | 18.4 | 19.1 | 16.9 |
Cash flow from operations / Turnover | 10.7 | 10.2 | 10.4 | 11.0 | 9.9 | 10.2 | 11.0 | 11.1 | 11.6 | 11.8 | 11.4 |
RETURN ON CAPITAL EMPLOYED BEFORE TAXES (ROCE) | 20.6 | 20.2 | 18.8 | 19.2 | 21.2 | 21.2 | 25.3 | 29.3 | 29.8 | 29.4 | 25.9 |
PRODUCTIVITY RATIOS (IN THOUSANDS OF EUROS) | |||||||||||
Turnover per employee | 599 | 623 | 662 | 729 | 725 | 727 | 740 | 759 | 819 | 776 | 751 |
FINANCIAL RATIOS AFTER DISTRIBUTION (%)
Cash flow from operations / Equity | 19 | 18.7 | 17 | 17 | 14 | 15 | 17 | 18 | 21 | 21 | 20 |
Non-current assets + stock / Equity | 113 | 121 | 125 | 117 | 96 | 101 | 93 | 92 | 97 | 101 | 104 |
Long-term capital / Non-current assets | 167 | 165 | 168 | 172 | 219 | 206 | 249 | 261 | 252 | 227 | 227 |
Long-term capital / Stocks | 188 | 165 | 153 | 169 | 197 | 192 | 190 | 188 | 175 | 175 | 166 |
Since the key financial figures are for a 10-year period, we worked out the ratios based on a turnover level calculated according to IAS 18 (ie: before reprocessing the IFRS 15 impact).
ROCE means Return On Capital Employed, the latter being the aggregate of non-current assets including goodwill and working capital. We have not taken the impact of IFRS 16 restatements into account in these aggregates.
1.12 OUR KEY NON FINANCIAL FIGURES
GROWTH THAT RESPECTS PEOPLE, THE ENVIRONMENT
AND STAKEHOLDERS
GOVERNANCE
Board meeting attendance rate: 96.9% in 2020 (96.1% in 2019 - 96.4% in 2018)
Annual General Meeting attendance rate: 65.8% of voting rights in 2020 (70.30% in 2019 - 69.66% in 2018)
A Board member represents employee and former employee shareholders on the Board of Directors, i.e. 9% of capital in 2020 (8.7% in 2019 - 8.6% in 2018)
HUMAN
ENVIRONMENTALSOCIETAL
PLACE OF WOMENSCOPE 1
PROFESSIONAL EQUALITY INDEX 87/100 IN 2020
DIRECT EMISSIONS
(IN TONNES OF CO2 EQUIVALENT)
66/100 IN 2019
966 IN 2020
AUDITED SUPPLIERS 14% OF OUR PURCHASES IN 2020
MANAGEMENT POSITIONS HELD BY WOMEN 34% IN 2020
812 IN 2019 - 730 IN 2018
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
35% IN 2019 - 37% IN 2018
AVERAGE SERVICESCOPE 2
9.76 YEARS IN 2020
SHARE OF RENEWABLE ENERGIES 65% IN 2020
8.88 IN 2019 - 8.85 IN 2018
61% I N 2019 - 36% IN 2018
PROPORTION OF OUR SUPPLIERS WHO ARE ISO 9001 CERTIFIED 55% OF OUR PURCHASES IN 2020
PROPORTION OF LED LIGHTING IN OUR BUILDINGS
TRAINING WAS DELIVERED TO 59% OF EMPLOYEES
59% IN 2020
48% IN 2019 - 22% IN 2018
IN 2020
86% IN 2019 - 67% IN 2018
ABSENTEEISM 3.9%* IN 2020
WASTE RECOVERY 85% IN 2020
All our indicators can be found on pages 76 and 77 of our extra-financial performance statement.
4.0% IN 2019 - 3.2% IN 2018
81% IN 2019 - 58% IN 2018
*Ewxcluding absences related to the health crisis
Our real estate is the property of S.C.I. Thely which is 99.9% owned by Thermador Groupe.
It is our Group's policy to own our real estate so as to better accompany thedevelopment of our subsidiaries' businesses. This means that our buildings comply with prevailing regulations. Our office spaces are welcoming and functional and offer a pleasant working environment for our employees. Our offices are located 25 km east of Lyon in the Chesnes Tharabie business park in Saint-Quentin-Fallavier (Isère-38).
This business park is home to the biggest terrestrial logistics platform in France and the third biggest in Europe.
Further to the acquisition of Domac, Sodeco Valves and Etablissements Edouard Rousseau, our real estate has expanded.
Our Domac subsidiary owns a building in Vierzon of 3,857 m² on a plot of 9,993 m².
Sodeco Valves has a 5,340 m² building in Ternat (Brussels) on a plot of 8,450m².
Etablissements Edouard Rousseau owns 9,345 m² of buildings located in Etigny (Sens) on a plot of 47,766 m².
SCI Thely also acquired a new building (office and warehouse) located in Saint-Quentin-Fallavier for €1,037,000, with a surface area of 1,622 m² on a 6,886 m² plot.
Our property portfolio is healthy. Running it will not give rise to any major charges for operations such as dismantling or decontamination, etc.
S.C.I.Real estate company created in 1973 to manage the group's properties.
• Capital of €3,100,000 owned 99.9% by Thermador Groupe.
• Total equity at 31/12/2020: €30,829,000.
• Loans to Thermador Groupe at 31/12/2020: €17,770,000.
• Estimated value of all properties: €56.9m
(see Note 11 chapter 6.3 Appendix to the annual consolidated accounts, p. 123).
• Net accounting value of all properties: €46,187,000.
• 2020 profit: €2,003,000 (€1,957,000 in 2019).
Logistics platform in Saint-Quentin-Fallavier (France)
Jetly
5 Sferaco
9 New Dipra building
10 Aello and Axelair building under construction
11 External tenant
12 Future logistics unit for FGinox
13 New building acquired in 2020 PROPERTY RESERVE
A Land on rue du Ruisseau near to Sectoriel
B Land on rue du Ruisseau opposite Thermador
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
Our Board members are chosen for their personalities (straightforward, not self-serving, engaged) and their knowledge of distribution, e-commerce, social networks, innovation triggers and the decision-making processes of institutional and private investors. The diversity of ages, origins and careers guarantees an open-minded approach and protects us from one-track thinking. Of our 11 Board members, 5 are women, 5 are independent and one (female) member represents our employees (see pages 29 to 31).
Guillaume Robin
Chairman & CEO since June 30, 2011.
Board member since April 12, 2010. End of current mandate: April 2022.
Lionel Grès
CEO of Axelair since 2015.
Board member since April 6, 2020.
End of current mandate: April 2023.
Olivier de la Clergerie
Independent board member since April 5, 2016.
End of current mandate: April 2022. Independent audit committee member.
Laurence Paganini
Independent board member since April 10, 2017.
End of current mandate: April 2021. Chairwoman and independent member of the earnings committee.
Jean-François Bonnefond
Deputy CEO since April 1, 2016.
Board member since April 2, 2007. End of current mandate: April 2021. Audit committee member.
Yves Ruget
CEO of Thermador since 2014.
Board member since April 6, 2020.
End of current mandate: April 2023.
Karine Gaudin
Independent board member since April 4, 2011. End of current mandate: April 2022. Chairwoman and independent member of the audit committee.
Noémie Gonin
Employee board member since April 6, 2020.
End of current mandate: April 2024. Member of the earnings committee.
Patricia Mavigner
Deputy CEO since May 1, 2016.
Secretary of the Board since 2016.
Janis Rentrop
Board member not free of interests since April 10, 2017. End of current mandate: April 2021. Independent member of the earnings committee.
Caroline Meignen
Independent board member since April 10, 2017.
End of current mandate: April 2021. Independent member of the earnings committee.
Mathilde Yagoubi
Independent board member since April 8, 2019.
End of current mandate: April 2023. Chairwoman and independent member of the sustainable development committee.
9.2%OF THE
COMPANY'S
CAPITAL
IN ALL, THE MEMBERS OF THE
EXECUTIVE COMMITTEE
OWN 847,497 SHARES
Fabienne Bochet
CEO of Isocel since 2008.
Jean-François Bonnefond
Deputy CEO of Thermador Groupe since 2016.
Chairman of Jetly since 2000.
Board member.
Christophe Arquillière
CEO of Sferaco since 2016.
Arlette Berliocchi
CEO of Opaline since 2002.
Philippe Bories
Chairman of Mecafer since 2016. Chairman of Domac since 2017.
Frank Bourgois
CEO of Jetly since 2020.
Philippe Bernardet
CEO of FGinox since 2009.
Jérôme Chabaudie
CEO of Aello since 2016.
Emmanuelle Desecures Laure Empereur *
CEO of Dipra since 1999.
Patricia Mavigner
Chairwoman of Dipra since 2020.
CEO of Ets Edouard Rousseau since January 1, 2020.
Lionel Monroe **
Deputy CEO of Thermador Groupe CEO of Syvecosince 2016.
Secretary of the Board of Directors.
Lionel Grès
CEO of Axelair since 2015.
Board member.
Xavier Isaac
CEO of Sectoriel since 2008. Chairman of Distrilabo since January 1, 2020.
Éric Mantione
CEO of PBtub since 1995. Chairman of Thermacome since May 1, 2020.
Guillaume Robin
since 2008.
Chairman & CEO of Thermador Groupe since 2011.
Board member.
Yves Ruget
Peter Wartel
CEO of Thermador since 2014.
Board member.
CEO of Sodeco Valves since 2019.
* Laure Empereur was appointed CEO of Dipra on January 1, 2021, replacing Emmanuelle Desecures. ** Lionel Monroe will become Deputy CEO of Thermador Groupe in place of Jean-François Bonnefond on April 1, 2021.
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
1.16 GOVERNANCE ORGANISATION CHART
In Thermador Groupe, each and every one of us takes ownership of our rights, duties and responsibilities. Shareholders invest and vote, Board members supervise and challenge, executives create, organise and execute. A key thing about our organisation is that the subsidiary management teams take responsibility for their staff, customers, suppliers, objectives and strategies. This devolved set-up allows space for initiative and gives everyone the chance to grow in their work whilst developing their skills and their expertise.
1. EXTRACTSOFTHEINTEGRATEDANNUALREPORT
Sovereign power
Annual General Meeting of shareholders
7,116 individuals and corporate entities
Supervisory power
Board of Directors of Thermador Groupe
11 Board members + Deputy CEO
Executive power
Executive Committee
18 CEOs
16 management teams
17 commercial subsidiaries, 1 communications agency, 1 real estate company
Human capital: 668 employees
2. REPORT
ON CORPORATE GOVERNANCE
2.1 | Organisation chart | 24 | 2.7 Make-up of capital | 42 |
2.2 | Executive Committee | 25 | 2.8 Looking forward to 2021 | 44 |
2.3 | Board of Directors | 28 | 2.9 2020 Annual General Meeting | 45 |
2.4 | Audit committee | 33 | 2.10 Relationship | 46 |
with our shareholders | ||||
2.5 | CEOs' earnings | 34 | ||
2.11 Shareholders' emails and chat | 48 | |||
2.6 | Share performance | 40 |
2.1 ORGANISATION CHART
Guillaume Robin | Jean-François Bonnefond | Patricia Mavigner |
Chairman & CEO | Deputy CEO | Deputy CEO |
IT system | ||
Shares held by | ||
Thermador Groupe |
HEATING SANITARY PLUMBING VENTILATION | Yves Ruget CEO Page 97 |
Éric Mantione Chairman of Thermacome CEO of PBtub Page 98-99 | |
Florent Kieffer CEO Page 98-99 | |
Lionel Grès CEO Page 100 | |
Christophe Arquillière CEO Page 101 | |
INDUSTRY | Xavier Isaac Chairman of Distrilabo CEO of Sectoriel Page 102 |
Denis Straub* CEO Page 103 | |
Philippe Bernardet CEO Page 104 | |
Lionel Monroe CEO Page 105 | |
Peter Wartel CEO Page 106 |
Philippe Bories Chairman of Mecafer Chairman of Domac Page 91 | DIY |
Emmanuelle Desecures CEO Page 92-93 | |
Laure Empereur ** Chairwoman of Dipra CEO of Ets Edouard Rousseau Page 92-93 | |
Fabienne Bochet CEO Page 94 | MANUFAC-TURERS |
Jérôme Chabaudie CEO Page 95 | PUMP COLD WATER SWIMMING POOL |
Jean-François Frank Bonnefond Bourgois Chairman CEO Page 96 Page 96 | |
Arlette Berliocchi CEO Page 107 | COMMUNI-CATION |
Patricia Mavigner Managing partner Page 18 | REAL ESTATE |
Tagest Patricia Mavigner Managing partner | OTHERS |
* Anne-Sophie Bultey was appointed CEO of Distrilabo on January 1, 2021, replacing Denis Straub.
** Laure Empereur was appointed CEO of Dipra on January 1, 2021, replacing Emmanuelle Desecures.
A Comex meeting by videoconference.
People sometimes ask us about the suitability of our organisation chart, which depicts as many management teams as subsidiaries. Is this not overly-expensive, they ask?
We believe, on the contrary, that the proven efficiency of small, specialised and highly-motivated groups is a source of productivity and savings.
The 18 Chairman & CEOs, management teams of subsidiaries indeed do have maximum freedom to develop their companies, benefiting from the support of Thermador Groupe which provides them with the financial, real estate and IT resources they need. They are in very close touch with the market, have numerous years of experience in the group and in-depth knowledge of their professions.
Day-to-day, Guillaume Robin relies on Jean-François Bonnefond and Patricia Mavigner to manage the group.
Twice per month, the managers get together during executive Committee lunches to talk about group news from the group. Twice a year, they spend one or two days together offsite to reflect on and discuss our objectives, strategy, implementation, environment, issues and organisation.
The strategy and possible options are written in collaborative mode so as to obtain total buy-in and heightened operational efficiency when decisions are taken.
We meet with 112 managers and supervisors from the group in February at the 'Objectives, Strategies, Projects and Challenges' presentations made by each subsidiary. The audience - 35.7% women - is then invited to question the subsidiary managers on their visions, analyses, decisions and forecasts. The Board members and auditors are also involved in these events.
Finally, the Comex members run transversal groups per market (construction, industry and DIY) and per function, in which managers and supervisors from all the group's companies can intervene.
Philippe Bernardet
Education and professional background:
• 1981: Business School Diploma Clermont-Ferrand.
• 1987-2006: Director of subsidiaries and regions of Kloëckner Distribution Industrial (Kloëckner & Co group).
• 2006-2009: Experience in taking over companies.
• 2009-2011: CEO of FGinox and GMR (Groupe FAREX).
Education and professional background:
Arlette Berliocchi
• 1993: Graduate of HEC business school.
• 1994-1996: Product Manager at Henkel France.
• 1997-2001: Marketing Manager at Joker Fruit Juices.
Education and professional background:
Fabienne Bochet• 1996: Graduate of Toulouse Business School.
• 1997-1999: Caritas Lebano.
• 1999-2001: Sales Administration in a distribution SME.
• CEO of Jetly depuis 2020.
• Joined in 2002.
• Born in 1968.
• French nationality.
• 5,348 shares held.
Education and professional background:
Frank Bourgois• 1993: Institut Commercial de Nancy graduate.
• 1998-2000: Regional Director for West Paris at Kraft Foods.
• 2000-2019: Sales Director at Jetly.
Education and professional background:
Philippe Bories
• 1984: Graduate of EM Lyon business school.
Jérôme Chabaudie
• 1985-1989 : Regional Key Accounts Manager for Cogesal (Unilever).
• 1990-1996: Marketing and Key Account Management functions at Black & Decker.
• 1996-2015: Sales Director and M.D of Mecafer.
• CEO of Aello since 2016.
• Joined in 2015.
• Born in 1965.
• French nationality.
• 8,890 shares held
Education and professional background:
• 2001: Graduate, ICG business school.
• 1993-2015: Sales and Marketing Director of CEC Piscine.
• Chairwoman of Dipra since 2020.
• CEO of Ets Edouard Rousseau since 2020.
• Joined in 2019.
• Born in 1981.
• French nationality.
• 50 shares held.
Education and professional background:
Laure Empereur*• 2004: Graduate of Grenoble School of business.
• 2005-2011: Various commercial functions at Microsoft France.
• 2011-2014: Procurement and Supply Chain Director at Spigraph.
• 2015-2019: Sales and Operations Director at Addev Materials.
* Laure Empereur took over as CEO of Dipra on January 1, 2021.
• Chairman of Thermacome since May 1, 2020.
• CEO of PBtub since 1995.
• Joined in 1990.
• Born in 1959.
• French nationality.
• 148,449 shares held.
Education and professional background:
Éric Mantione• 1982: Graduate, EM Lyon business school.
• 1982-1987: Sales Manager of a subsidiary of the Descours and Cabaud group.
• 1987-1990: Regional IDF Director, Hachette Groupe livre.
Lionel MonroeEducation and professional background:
• 1990: Graduate of ISC Business School, Paris.
• 1992-1996: Regional Sales Manager at Mars.
• 1996-2006: Director of the Export Zone for the Deveaux Textiles group (including 3 years in the US).
Xavier Isaac
• CEO of Sectoriel since 2008.
• Chairman of Distrilabo since 2020.
• Joined in 2000.
• Born in 1969.
• French nationality.
• 78,442 shares held.
Education and professional background:
• 1992: Graduate of the National Polytechnic Institute in Grenoble.
• 2006: ICG Diploma.
• 1993-1996: Export Sales Engineer for Heidelberger Zement (HeidelbergCement) in Germany.
• 1996-2000: Valves Product Manager at Spirax Sarco.
• Deputy CEO of Thermador Groupe since 2016.
• Secretary of Thermador Groupe's Board since 2016.
• Joined in 2000.
• Born in 1968.
• French nationality.
• 17,907 shares held.
Patricia MavignerEducation and professional background:
• See page 29.
• Chairman & CEO of Thermador Groupe since 2011.
• Board member since 2010.
• Joined in 1999.
• Born in 1965.
• French nationality.
• 103,568 shares held.
Guillaume RobinEducation and professional background:
• See page 29.
Education and professional background:
Peter Wartel
• 1989: Bachelor in Marketing, Honim, Brussels.
• 1993: Masters in Industrial Psychology, VUB, Brussels.
• 1993-2012: Career in various sales sectors.
• 2012-2019: Commercial Director at Sodeco Valves.
FEMALE
45%
REPRESENTATION
A work meeting of the Board.
2.3.1 PRINCIPLE OF GOVERNANCE AND CONSTITUTION
In writing this report, the Chairman referred to the Middlenext corporate governance code published in December 2009 and updated in September 2016. All Board members are aware of the vigilance points appearing in this code.
The quality and beneficial effects of this code were emphasized by the AMF in a report published in November 2013.
It has now been adopted by over 200 listed and unlisted companies and is freely accessible on the Middlenext website, in French and in English. In-house regulations of the Board of Directors are available on the group's website.
From the outset, towards the end of the 1960s, the five founders (G. Vincent, J. Borde, H. Fournier, M. de Sereys and G. Boreil) decided that their children would not have positions of responsibility within the company. Thermador Holding was created in 1986 with a view to a listing on the Stock Exchange in 1987 on Lyon's second market. The main objectives going public were:
• to ensure the durability and development of the group's companies,
• to facilitate the liquidity of the founders' equity for the present and moving forward,
• to satisfy and incentivize a large number of outside shareholders to allow a suitable degree of independence to the minority executive directors. Today, according to Euronext, our float represents 70% of the group's capital. The 20 executives own 9.2% of the capital. Excepting unusual circumstances, we expect that this share will continue to fall with the departure of the old guard and the arrival of younger CEOs.
Employees own 4.7% of the capital directly and via the Thermador Groupe FCPE (mutual fund), investors 46.2%, and individual shareholders 39.8%. This distribution of capital and the rapid development of our professions encouraged us to change our Board of Directors in 2016 and 2017.
The Board members who have arrived during the period have been chosen for their personalities (straightforward, not self-serving, committed) and for their knowledge of the distribution, e-commerce, social media, innovation catalysts and decision processes in institutional and individual investment fields. Their diversity of ages, origins and careers guarantee greater openness and protect us from the dangers of one-track thinking on the Board of Directors. Amongst the 11 Board members, 5 are women and 5 are independent.
Seats on the Board are distributed as follows:
• One Board member, Chairman and CEO of Thermador Groupe.
• One Board member and Deputy CEO of Thermador Groupe.
• One Secretary of the Board and Deputy CEO of Thermador Groupe.
• One Board member not free of interest, proposed by our biggest shareholder and representing institutional investors more generally.
• Two Board members not free of interest, operational managers of two of the Group's trading subsidiaries.
• One Board member not free of interests representing the employees.
• Four independent Board members.
• One independent Board member representing individual shareholders. This balance will give all shareholders the assurance of permanent surveillance of orientations and strategic decisions proposed by the operational managers and the proper functioning of the Board of Directors. So as to maintain permanent contact with the reality of business on the ground, Board members will be involved in the 'Objectives, Strategies, Projects and Challenges' day during February, during which the subsidiary CEOs outline their vision for the year ahead. Each month, they receive reports written by each subsidiary CEO and can question the management of the group on their content. For the same reason, we organize direct meetings between Board members and members of the executive Committee, concurrent with Board meetings.
Since 2016, every year we have confirmed the succession process for the Chairman and CEO in the event of an accident or sudden unavailability. To date, Jean-François Bonnefond, Chairman of Jetly and Deputy CEO of Thermador Groupe, has carried that responsibility. Planning ahead for his retirement and the end of his term of office as Board member in April 2021, Thermador Groupe's executive Committee met for the first time in conclave in July 2020 to collectively choose the person among them with the qualities to succeed him and the will to replace him. After three rounds of voting, a majority emerged in favour of Lionel Monroe, currently CEO of Syveco. The Board members, involved in this new process from the outset to define the target profile, approved this decision at the Board meeting held on July 29. As a result, Lionel Monroe candidature as a Board member will be proposed to you at the AGM scheduled for Tuesday April 6, 2021 and appointed Deputy CEO of Thermador Groupe for a period of 4 years at the Board meeting scheduled for April 7, 2021.
The rules of procedure of the conclave are available for consultation on our website.
2.3.2 MAKE-UP OF OUR BOARD OF DIRECTORS
• Born in 1968
• French nationality
• Number of shares held: 17,907
Patricia Mavigner
| |
Education and professional background:
|
|
BOARD MEMBERS NOT FREE OF INTERESTS
• Born in 1965
• French nationality
• Number of shares held: 103,568
Guillaume Robin
| |
Education and professional background:
|
|
• Born in 1957
• French nationality
• Number of shares held: 112,229
Jean-François Bonnefond
| |
Education and professional background:
|
|
BOARD MEMBERS NOT FREE OF INTERESTS
Yves Ruget
• Board member since April 6, 2020. End of current mandate: April 2023.
• Joined the group in 2012 as Director of Trade and Development of Thermador.
• CEO of Thermador since 2014.
• No other mandate is exercised outside the group.
Education and professional background:
• Born in 1971
• 1995: UTC Engineering Graduate.
• French nationality
• 1997: MBA Graduate, EM Lyon business school.
• Number of shares held: 4,863
• 1998-2005: Development department, Forsym Groupe.
• 2005-2012: Sales management, Group JBT.
• Born in 1967
• French nationality
• Number of shares held: 6,391
Lionel Grès
| |
Education and professional background:
|
|
• Born in 1989
• German nationality
• Number of shares held: 420
Janis Rentrop
| |
Education and professional background:
|
|
SALARIED BOARD MEMBER
Noémie Gonin
• Board member since April 6, 2020. End of current mandate: April 2024.
• Joined the group in 2017 as Syveco's Sales Executive for the United Kingdom and Ireland.
• Elected as employee representative on the Supervisory Board of Thermador Groupe FCPE (mutual fund) in 2019.
• Member of the earnings committee.
• No other mandate is exercised outside the group.
• Born in 1991 | Education and professional background: |
• French nationality | • 2013-Professional Master's Degree: Trilingual Negotiator in International Trade - Stendhal Grenoble 3 University. |
• Number of shares held: | • 2014-2016: Manager of Ostria Lefkada Hotel, Greece. |
10 |
INDEPENDENT BOARD MEMBERS
Olivier de la Clergerie
• Board member since April 5, 2016. End of current mandate: April 2022.
• Since 2001: CEO of Groupe LDLC.
• Independent audit committee member.
• No other mandate is exercised outside the group.
Education and professional background:
• Born in 1972
• 1994: Graduate, ECAM engineering school.
• French nationality
• 1996: Graduate, EM Lyon business school.
• Number of shares held: 850
• Born in 1966
• French nationality
• Number of shares held: 1,044
Karine Gaudin
| |
Education and professional background:
|
|
• Born in 1961
Caroline Meignen
• Board member since April 10, 2017. End of current mandate: April 2021.
• Since 2006: active management of a stock exchange portfolio of around 100 lines, including Thermador Groupe and a member of private shareholders' consultative committees at Schneider Electric and Casino Groupe. Attendance at thirty or so Annual General Meetings, private shareholder meetings and SFAF meetings.
• Independent member of the earnings committee.
• No other mandate is exercised outside the group.
• French nationality
Education and professional background:
• Number of shares held: 374
• 1983: Master's degree in Economic Sciences, University of Paris II Assas.
• 1983-2006: Banque de France, 24-year career in different departments (stock, accounting, over-indebtedness, etc.). Trainer in economics for the internal accounting secretary competitive exam.
• Born in 1964
• French nationality
• Number of shares held: 450
Laurence Paganini
| |
Education and professional background:
|
|
Mathilde Yagoubi
• Board member since April 8, 2019. End of current mandate: April 2023.
• Since 2020 - General Delegate of Game Only, an association of video game companies in Auvergne-Rhône-Alpes.
• Since 2017: Lecturer in market surveys and business plans - Ecole Supérieure du Digital.
• Chairwoman and independent member of the sustainable development committee.
Education and professional background:
• Born in 1987
• 2010: Graduate of Lyon's school of political science - Management of Institutions.
• French nationality
• 2011-2015: Expert consultant in private fund-raising - Aklea law firm.
• Number of shares held: 65
• 2016-2019: Founder and Chairman of Fundy, a pioneering start-up in phygital sales of innovative products.
BOARD MEMBERS'
PHYSICAL ATTENDANCE RATE
96.9%
Board meeting of December 10, 2020.
2.3.3 WORK OF THE BOARD OF DIRECTORS IN 2020
During the financial year, the Board met formally on 10 occasions, in particular to:
• Attend the 'The subsidiaries' objectives, strategies, projects and challenges' day on February 4, 2020 in the presence of the auditors and 120 group employees.
• Challenge the subsidiaries' objectives and strategies during a half-day working session in July.
• 8 Board meetings:
- To talk about the suitability of certain development projects with a high potential impact on assets (acquisitions, founding of companies, extension to the property portfolio, etc.). Where appropriate, the operational implementation of some of those projects was authorised.
- To close quarterly turnovers and annual and half-year consolidated financial statements.
- To authorise the negotiation and signature of bank loans and their conditions.
-To validate the nomination of members of the ethics committee, introduced further to the Sapin 2 law, and the committee's charter defining its functioning.
- To emphasise the 18 vigilance points of the 2016 Middlenext governance code and invite the Board members to formulate their remarks on their content.
- To amend the internal regulations of the Board of Directors rules. These company regulations are available on our websitewww.thermador-groupe.fr.
- To identify and manage possible conflicts of interest between Board members, Thermador Groupe and shareholders. No conflict of interest was identified. (The only business link identified was a €1,239 purchase from Groupe LDLC).
- To confirm the succession process in case of a sudden accident or unavailability of the Chairman & CEO. The principle of a conclave held by the executive Committee was validated by the Board members, who also drafted its internal regulations, which are now available on the group's website (see page 28).
- To appoint Laurence Paganini as Chair of the earnings committee.
- To appoint Mathilde Yagoubi as Chair of the sustainable development committee (see page 50).
- To propose new Board members to replace mandates arriving at term.
- To self-assess the operations of the Board of Directors via a written questionnaire and to produce a summary of answers from its members.
- After having taken note of the conclusions of the earnings committee, to modify the monthly salaries of Patricia Mavigner and Guillaume Robin, and to decide on the variable part of Patricia Mavigner's and Guillaume Robin's earnings (see page 36).
- After having read the conclusions of the Compensation Committee, to define the amount invoiced on for Jean-François Bonnefond's earnings and to establish the variable part of his earnings.
- To authorise the payment of attendance fees to Karine Gaudin, Caroline Meignen, Laurence Paganini, Janis Rentrop, Olivier Villemonte de la Clergerie, Mathilde Yagoubi and Guy Vincent.
- To increase the payment per Board meeting by 1%, on condition that external Board members are present, as of January 1, 2021, to €2,140.
- To authorise the signing of a lease amendment to implement a 0.4% rent increase as of January 1, 2021.
Board members' physical attendance rate at Board meetings was 96.9%. Presence at formal meetings was supplemented by exceptional attendance at informal video-meetings to provide very regular updates on our management of the crisis. We would particularly like to thank our Board members for their commitment during this chaotic period.
2.4 AUDIT COMMITTEE
67%
OF MEMBERS
ARE INDEPENDENT
Audit committee of October 8, 2020.
In compliance with the Middlenext Code's recommendation n° 6, the Board decided to set up an audit committee in 2018. It was created on July 25, 2018 at the time of closing the half-year accounts.
The audit committee meets 2-4 times per year, upon announcement of its Chairman, or at the request of the Chairman of the Board of Directors, to address procedures for preparing financial information, efficiency of information systems, and periodic controls of accounting and financial information.
In 2020, the committee met three times, with 100% attendance and lasting for 2-3 hours. The audit committee is comprised of three members, two of whom are considered independent in the sense of the enterprise governance code, having specific skills in accounting and finance and/or communications, in a listed company.
The audit committee's three members are Karine Gaudin (Chairwoman and independent member), Olivier de la Clergerie (independent member) and Jean-François Bonnefond. Laurence Ravet (salaried member) completed her mandate in April 2020.
The Deputy CEO responsible for finance and information systems in her capacity as financial director, the Financial Controller, and any other group employee whose functions can contribute to internal control can be heard by the committee. Audit committee members receive the conclusions of the auditors' work on the interim and end-of-year accounts. To fulfill its mission, it has access to all forms of information and documents and can call upon any manager of the company. The audit committee reports on its missions to the Board of Directors.
The audit committee met on February 14, 2020 to discuss the following topics:
• Examination of the annual consolidated and corporate accounts for 2019.
• Auditors' presentation of a summary of their investigations, as well as their audit approach.
• Review of the certification of the third-party body relating to the Extra-Financial Performance Report.
• Review of the quality of accounts closure and processes.
The audit committee met on July 24, 2020 to discuss the following topics:
• Examination of the half-year accounts and financial statements to June 30, 2020.
• Auditors' presentation of a review of their findings.
• The main areas of risk and the effectiveness of internal controls.
• System and alert review as part of the anti-corruption plan.
The audit committee met on October 8, 2020 to discuss the following topics:
• The financial situation on September 30, 2020 presented by the finance department.
• Accounting statements and options for the financial year and regulatory changes.
•The findings of our auditors and the procedure review issues to be performed by them during their interim review.
• Review of the anti-corruption system with the creation of Thermador Groupe's donations and sponsorship policy, audit committee review of the expense statements of the CEO and the deputy CEO.
• The major areas of risks and the internal control system.
The accounts are presented to the audit committee. They are drawn up by our accounting departments within the subsidiaries and supervised by the Administrative Departments, often with several years' experience in audit firms, or by an accounting firm in the case of the last three companies that joined us. They are audited by an Auditor.
They are then checked and consolidated by Thermador Groupe's Deputy CEO in charge of finance who has a top-level accounting, finance and law background.
She checks both the accuracy of the accounts and their coherence with group accounting. Thermador Groupe accounts are then inspected by our two auditors: Mazars and Cabinet Royet.
Besides, the AMF (French stock exchange regulator) carries out its own controls.
At this stage, we already have three levels of control, one of which is independent from the company (Auditors).
The Board of Directors, according to these controls, acts as guarantor for the Annual General Meeting of shareholders, which is the legally sovereign body.
2.5 CEOs' EARNINGS
2.5.1 THE EARNINGS COMMITTEE
In accordance with recommendation n°6 of the Middlenext code, the Board decided to set up an earnings committee. It came into being on November 27, 2020, the date chosen for its first meeting.
The role of the earnings committee is to determine the various earnings components of Thermador Groupe's executive directors. The committee also has powers concerning the earnings allocated to Board members in terms of amount and distribution. In addition, it supervises overall earnings practices and ensures that they comply with current regulations and governance codes. Its mission is to perform preparatory work and facilitate the decisions of the Board of Directors in the areas within its remit. Legal decisions are made by the Board of Directors and the AGM.
The earnings committee meets at least three times per year, in particular prior to any meeting of the Board of Directors convened to decide the earnings of the executive directors or the distribution of the sum set aside for payments to Board members. The members of the committee have access to complete and regularly-updated information.
In 2020, the earnings committee met twice for two hours, with an attendance rate of 100%. The committee comprises 4 members: Mrs Laurence Paganini (committee chairwoman and independent director), Mrs Caroline Meignen (independent Board member), Mrs Noémie Gonin (employee Board member), and Mr Janis Rentrop (Board member not free of interest).
The Chairman and members of the Committee are proposed by the Chairman of the Board of Directors and appointed by the Board from among its members and in consideration of their independence, experience and competence. The earnings committee reports on its findings to the Board of Directors.
Laurence Paganini
Janis Rentrop
Caroline Meignen
The earnings committee met for the first time on November 27, 2020 and covered the following topics:
- discussion concerning the functioning and missions of the committee,
- proposal for a further meeting of the committee on 2020 bonuses and 2021 increases,
- reflection on earnings policy challenges for Thermador Groupe in 2021, the structure of executive directors' earnings and the components of the annual variable portion of those earnings.
The earnings committee met on December 9, 2020 and covered the following topics:
- review of the 2020 year-end bonus package in the subsidiaries, and decisions regarding 2020 year-end bonuses and salaries of subsidiary executives for 2021,
- review of decisions concerning year-end 2020 bonuses for executive directors,
- examination of proposed changes to executive directors' monthly earnings and benefits,
- discussion on the earnings allocated to Board members, i.e. the amount per Board meeting for 2021 as well as funding allocated to new committees (earnings and CSR),
- study of benchmarks on annual variable earnings of executive directors,
- proposed schedule for committee meetings in 2021 and 2022,
- reminder of the text on the committee's missions and functioning, sent to Board members for validation at the Board meeting of December 10,
- training of committee members.
Noémie Gonin
2.5.2 EARNINGS POLICY
Once per year, in December, the Board of Directors takes note of the conclusions of the earnings committee in order to review executives' salaries - both fixed and variable parts - with the final decision for subsidiary CEOs being made by the Board of Directors of the subsidiaries concerned.
In 2020, the total of gross earnings including all direct and indirect benefits for each corporate officer of the group (consolidating company and controlled companies included, according to the definition of article 357-1 of the law on commercial companies) allocated to members of the Board for the financial year on account of their functions, was €1,340.7K divided up as outlined on page 36. These directors received no fringe benefits. The earnings indicated in the table on page 36 are therefore salary alone.
In accordance with the law, the variable portion of the earnings of Guillaume Robin and Patricia Mavigner will be paid only after approval by the AGM (resolutions 10 and 11).
PROPOSED VARIABLE EARNINGS FOR 2020 COMPRISE OF: Quantitative criteria
- For Guillaume Robin, it was set at more than 68% on the basis of the group's 2020 consolidated operating profit.
- For Patricia Mavigner, it was set at more than 66% on the basis of the group's 2019 consolidated operating profit.
- For Jean-François Bonnefond, it was set at more than 65% on the basis of Jetly's 2019 estimated pre-tax result.
Qualitative criteria
For the three directors who are also Board members, the other criteria are qualitative, which are precisely pre-established and pre-defined. They cannot be made public for reasons of confidentiality.
- In his role as Chairman and CEO of Thermador Groupe, Guillaume Robin is assessed according to 5 qualitative criteria, 1 of which on social aspects and 4 on governance.
- In her role as Deputy CEO responsible for finance and the IT system, Patricia Mavigner is assessed on the basis of 5 qualitative criteria, 1 of which on social aspects and 1 on governance.
- Jean-François Bonnefond, in his capacity as Chairman of Jetly's assessed on the basis of the criteria set out in his mission statement. He receives no variable earnings for his role as Deputy CEO of Thermador Groupe.
Jean-François Bonnefond is Chairman of Jetly as well as Deputy CEO of Thermador Groupe. He has an employment contract with Jetly, which has been suspended. For his role as Deputy CEO of Thermador Groupe, Jetly invoices on a fixed amount of €26,000 per year to Thermador Groupe. This amount did not change in 2020.
CHANGE TO THE FIXED PART OF EARNINGS FOR 2021
The fixed part of Guillaume Robin's earnings will be increased by 0.6%, that of Jean-François Bonnefond by 0.7%, and that of Patricia Mavigner by 0.9%, as of January 1, 2021.
PROPOSED ANNUAL VARIABLE EARNINGS FOR 2021
The principles and structure were unanimously adopted by the Board of Directors.
Principles:
Annual variable earnings:
- are decided once per year, at year's end by the Board of Directors, after consultation with the earnings committee. The final decisions concerning subsidiary CEOs are made by the board of Directors of the subsidiaries concerned.
- are subject to performance conditions including quantifiable economic criteria and social/environmental and managerial criteria determined in advance in a precise and objective manner by the Board of Directors, after consultation with the earnings committee.
- involve a target amount of 60% of fixed annual target-based earnings, no minimum or base amount guaranteed.
- the increase cannot exceed the increase in consolidated operating profit on a like-for-like basis (for Guillaume Robin and Patricia Mavigner).
- are capped at 100% of annual fixed earnings.
Structure:
- An economic, quantifiable portion, established in relation to Thermador Groupe's main financial objectives such as consolidated operating profit (financial objectives): 60% of total variable annual earnings.
- A social/environmental/governance portion, established by reference to Thermador Groupe objectives (extra-financial objectives): 30% of total variable earnings for Guillaume Robin and 20% for Patricia Mavigner.
- Individual managerial share, determined on the basis of specific annual objectives (extra-financial objectives): 10% of total variable earnings for Guillaume Robin and 20% for Patricia Mavigner.
The criteria used for extra-financial objectives are pre-established and precisely defined.They cannot be made public for reasons of confidentiality. As Chairman of Jetly, Jean-François Bonnefond is assessed on 8 qualitative criteria corresponding to the definition of a subsidiary management position. Jean-François Bonnefond does not receive any variable compensation for his position as deputy CEO of Thermador Groupe.
2.5 CEOs' EARNINGS
2.5.3 TABLE OF EARNINGS
Earnings correspond to a corporate mandate. Values in thousands of euros. | |||||||||
Operational Board members Chairman & CEO and Deputy CEO | Earnings fixed and variable (due and paid) | ||||||||
Fixed annual share | Variable annual share | Total annual earnings | |||||||
2020 | 2019 | 2018 | 2020 | 2019 | 2018 | 2020 | 2019 | 2018 | |
Jean-François Bonnefond (2), Board member, audit committee member and Deputy CEO | |||||||||
- Earnings as Chairman of Jetly | 167 | 163 | 160 | 91 | 89 | 82 | 258 | 252 | 242 |
- Earnings as Deputy CEO of Thermador Groupe (2) | 26 | 26 | 26 | 26 | 26 | 26 | |||
Lionel Grès (3), Board member | 143.8 | 140 | 136.5 | 22 | 20 | 15 | 165.8 | 160 | 152 |
Patricia Mavigner (1), secretary of the Board of Directors and Deputy CEO since May 1, 2016 | 145.6 | 141 | 139 | 91 | 91 | 88 | 236.6 | 232 | 227 |
Guillaume Robin (1), Chairman & CEO | 200.5 | 197 | 194 | 111 | 111 | 108 | 311.5 | 308 | 302 |
Yves Ruget (4), Board member | 137.8 | 132 | 130 | 86 | 85 | 74 | 223.8 | 217 | 204 |
Subtotal | 820.7 | 799.0 | 785.5 | 401 | 396 | 367 | 1,221.7 | 1,195.0 | 1,152.5 |
External Board members | Attendance fees (due and paid) | ||||||||
Guy Vincent (5) | 10.4 | 12.2 | 10.4 | 12.2 | |||||
Janis Rentrop, Independent member of the earnings committee | 20.1 | 11.4 | 12.2 | 20.1 | 11.4 | 12.2 | |||
Independent Board members | Attendance fees (due and paid) | ||||||||
Karine Gaudin, Chairwoman and independent member of the audit committee | 22.7 | 20.5 | 17.4 | 22.7 | 20.5 | 17.4 | |||
Caroline Meignen, Independent member of the earnings committee | 20.1 | 15 | 13.8 | 20.1 | 15 | 13.8 | |||
Laurence Paganini, Chairwoman and independent member of the earnings committee | 20.1 | 13.4 | 12.2 | 20.1 | 13.4 | 12.2 | |||
Laurence Verdickt (6) | 2 | 12.2 | 2 | 12.2 | |||||
Olivier V. de la Clergerie, independent member of the audit committee | 20.1 | 19.7 | 12.2 | 20.1 | 19.7 | 12.2 | |||
Mathilde Yagoubi, Chairwoman and independent member of the sustainable development committee | 15.9 | 11.4 | 15.9 | 11.4 | |||||
Subtotal | 119.0 | 103.8 | 92.2 | 119.00 | 103.8 | 92.2 | |||
Total | 939.7 | 902.8 | 877.7 | 401 | 396 | 367 | 1,340.7 | 1,298.8 | 1,244.7 |
Earnings of operational Board members, CEO and Deputy CEOs:
Earnings of external Board members: (5) Guy Vincent, founder of Thermador, resigned from the Board on January 28, 2020. Earnings of independent Board members: (6) The mandate of Laurence Verdickt was not reviewed at the Annual General Meeting of April 8, 2019. |
Corporate officers receive no fringe benefit or stock options based on performance.
There are no golden parachutes or golden handshakes for corporate officers. Corporate officers have no special retirement plan. They do not receive any compensation linked to non-competition clauses or termination compensation.
2.5.4 FAIRNESS RATIO
In accordance with points 6 and 7 of I of Article L. 225-37-3 of the French Commercial Code in the version resulting from Order n°2019-1234 of November 27, 2019, the table below shows the ratios between the earnings of executive directors as presented on page 36 and:
• on the one hand, the average full-time equivalent earnings of employees other than corporate officers,
• on the other, the median full-time equivalent earnings of employees other than corporate officers.
Here we present the equity ratio between the Chairman and CEO's earnings and those of the two deputy CEOs of Thermador Groupe and the average and median earnings of the employees of Thermador Groupe, the group's holding company:
Ratio for Thermador Groupe (holding company), compared to average earnings | Earnings 2020 (€k) | 2020 | 2019 | 2018 | 2017 | 2016 |
Average earnings retained (in thousands of euros) | 71.4 | 69.5 | 70.0 | 71.0 | 71.4 | |
Guillaume Robin, Chairman & CEO of Thermador Groupe | 311.5 | 4.36 | 4.43 | 4.31 | 4.10 | 3.81 |
Patricia Mavigner, Deputy CEO of Thermador Groupe since May 1, 2016 | 236.6 | 3.32 | 3.34 | 3.24 | 2.89 | 2.51 |
Jean-François Bonnefond, Deputy CEO of Thermador Groupe since April 1, 2016 | 284.0 | 3.98 | 4.00 | 3.83 | 3.67 | 3.63 |
Ratio for Thermador Groupe (holding company), compared to median earnings | Earnings 2020 (€k) | 2020 | 2019 | 2018 | 2017 | 2016 |
Median earnings retained (in thousands of euros) | 66.5 | 65.1 | 63.9 | 61.9 | 72.7 | |
Guillaume Robin, Chairman & CEO of Thermador Groupe | 311.5 | 4.68 | 4.72 | 4.72 | 4.70 | 3.75 |
Patricia Mavigner, Deputy CEO of Thermador Groupe since May 1, 2016 | 236.6 | 3.56 | 3.56 | 3.55 | 3.32 | 2.47 |
Jean-François Bonnefond, Deputy CEO of Thermador Groupe since April 1, 2016 | 284.0 | 4.27 | 4.27 | 4.20 | 4.21 | 3.56 |
Here we present the equity ratio between the Chairman and CEO's earnings and those of the two deputy CEOs of Thermador Groupe and the average and median earnings of the employees of Thermador Groupe, the group's holding company:
Ratios for the whole of Thermador Groupe | Earnings 2020 (€k) | 2020 | 2019 | ||
Average earnings | Median earnings | Average earnings | Median earnings | ||
Average earnings retained (in thousands of euros) | 50.3 | 41.1 | 51.5 | 41.2 | |
Guillaume Robin, Chairman & CEO of Thermador Groupe | 311.5 | 6.19 | 7.57 | 6.26 | 7.47 |
Patricia Mavigner, Deputy CEO of Thermador Groupe since May 1, 2016 | 236.6 | 4.70 | 5.75 | 4.73 | 5.64 |
Jean-François Bonnefond, Deputy CEO of Thermador Groupe since April 1, 2016 | 284.0 | 5.64 | 6.90 | 5.67 | 6.76 |
We only calculated this fairness ratio for 2019 because salary data for previous years are not available on a comparable basis.
These average and median salaries have been calculated on the basis of the full-time equivalent salaries of all group employees, with the exception of those of Rousseau Spain in 2020, and those of Ets Edouard Rousseau France, Rousseau Spain, Distrilabo and Thermacome in 2019.
2.5.5 ALLOCATED EARNINGS (FORMERLY ATTENDANCE FEES)
The corporate representative Board members and executives do not receive allocated earnings.
In 2020, independent Board members received €2,120 per Board meeting on condition that they were present.
The amounts due and paid in allocated earnings are mentioned on page 36. Their attendance rate was 96.9%.
In addition to the time spent at the Board meetings, they studied detailed reports of all the subsidiaries every month, and attended the annualpresentation of projects, so as to keep their fingers on the pulse of what is really going on in our companies.
The Annual General Meeting of April 10, 2017 voted an overall maximum annual amount of €136,000 in attendance fees. The same overall maximum annual amount was maintained for 2020.
The existence of the earnings and sustainable development committees will mean asking the AGM to increase this amount to €170,000 (see Resolution N°. 9).
2.5 CEOs' EARNINGS
2.5.6 SHAREHOLDERS' PACTS
THE 2010-2020 SHAREHOLDERS PACT:
The 9 directors who benefited from the distribution of 87,000 free shares in June 2010 signed a pact obliging them to keep the shares for 10 years, or, if they left the group in the meantime, to sell them to Thermador Groupe or to one or more directors at a 30% discount on the Stock Exchange price. For more detail about these allocations, the relevant information has already been communicated (page 15 of our 2008 annual report).
At December 31, 2020, the shareholders' agreement expired. As of January 1, 2021, managers may dispose of their shares acquired under the agreement.
2010-2020 Pact | Number of shares on December 31, 2019 | Reinvestment in 2020 | Number of shares on December 31, 2020 |
Fabienne Bochet | 78,488 | 2,065 | 80,553 |
Jean-François Bonnefond | 41,642 | 1,096 | 42,738 |
Emmanuelle Desecures | 40,156 | 1,056 | 41,212 |
Xavier Isaac | 76,431 | 2,011 | 78,442 |
Eric Mantione | 40,045 | 1,054 | 41,099 |
Lionel Monroe | 77,442 | 2,038 | 79,480 |
Guillaume Robin | 75,272 | 1,981 | 77,253 |
Total | 429,476 | 11,301 | 440,777 |
Number of shares
THE 2016-2026 SHAREHOLDERS PACT:
Hervé Le Guillerm and Marylène Boyer retired at the end of March and the end of April 2016 respectively. In compliance with the commitments made in 2008, they sold the 37,643 shares that they owned as part of the 2010-2020 shareholders pact, at a 30% discount. These shares were taken up by 19 directors and managers from the group, accounting for 71% of those shares, and the remaining 29% were put into the company savings scheme. A new 10-year shareholders' pact was drawn up as part of this operation, whereby the 19 signatories undertook to sell their shares at a 30% discount if they were to leave the group. We will henceforth refer to it as the '2016-2026 shareholders' pact'.
2016-2026 Pact | Subsidiaries | Fonctions | Number of shares on April 5, 2016 | Number of shares* on May 9, 2018 |
Christophe Arquillière | Sferaco | CEO | 2,662 | 5,324 |
Arlette Berliocchi | Opaline | CEO | 532 | 1,064 |
Nicolas Billiard | Sferaco | Purchasing manager | 887 | 1,774 |
Philippe Bories | Mecafer | Chairman | 355 | 710 |
Delphine Bourdin | Syveco | Administrative manager | 532 | 1,064 |
Frank Bourgois | Jetly | Deputy CEO | 1,420 | 2,840 |
Loïc Brossat | Sectoriel | Sales manager | 355 | 710 |
Jérôme Chabaudie | Aello | Chairman & CEO | 3,994 | 7,988 |
Charlotte Deguerry-Fraisse | Sferaco | Administrative manager | 2,662 | 5,324 |
Isabelle Giraud | Mecafer | Administrative manager | 355 | 710 |
Lionel Grès | Axelair | Chairman & CEO | 2,183 | 4,366 |
Cyrille Javault | Isocel | Sales Engineer | 745 | 1,490 |
Bertrand Kinche | Dipra | Sales manager | 958 | 1,916 |
Myriam Mathon | Aello | Administrative manager | 532 | 1,064 |
Patricia Mavigner | Th. Groupe | Deputy CEO | 3,550 | 7,100 |
François Nanson | Jetly | Sales manager | 355 | 710 |
Jean-Philippe Paul | Sferaco | Sales manager | 2,662 | 5,324 |
Yves Ruget | Thermador | CEO | 1,420 | 2,840 |
Fréderic Watine | Axelair | Sales manager | 710 | 1,420 |
Total | 26,869 | 53,738 |
* Taking into account the nominal division of the share by 2.
2.5.7 VALID DELEGATION
FOR A POSSIBLE INCREASE IN CAPITAL
Two delegations are valid. The first follows the adoption of the thirteenth resolution at the AGM of April 9, 2018 and has not been used to date. The second, following the adoption of the thirteenth resolution at the Annual General Meeting of April 6, 2020 has not been used to date.
2.5.8 SHARE-RELATED OPERATIONS
PERFORMED BY BOARD MEMBERS AND EXECUTIVE COMMITTEE MEMBERS IN 2020
Declaring individual | Position | Acquisitions | Disposals | Average purchase price in € | Average sale price in € |
Christophe Arquillière | Member of the executive Committee and CEO of Sferaco | 199 | 490 | 52.28 | 55.14 |
Arlette Berliocchi | Member of the executive Committee and CEO of Opaline | 304 | 49.80 | ||
Fabienne Bochet | Member of the executive Committee and CEO of Isocel | 8,264 | 55.00 | ||
Laure Empereur | Member of the executive Committee, CEO of Ets Edouard Rousseau and Chairwoman of Dipra | 40 | 45.00 | ||
Lionel Grès | Member of the executive Committee and CEO of Axelair | 85 | 52.20 | ||
Eric Mantione | Member of the executive Committee, CEO of PBtub and Chairman of Thermacome | 360 | 54.63 | ||
Patricia Mavigner | Deputy CEO of Thermador Groupe | 532 | 54.54 | ||
Guillaume Robin | Chairmain and CEO of Thermador Groupe | 161 | 54.24 | ||
Yves Ruget | Member of the executive Committee and CEO of Thermador | 332 | 53.97 | ||
Peter Wartel | Member of the executive Committee and CEO of Sodeco | 241 | 42.80 |
Jean-François Bonnefond, Fabienne Bochet, Emmanuelle Desecures, Xavier Isaac, Eric Mantione, Lionel Monroe and Guillaume Robin reinvested their share dividends from the shareholder's pact, buying new shares (see page 38).
2.5.9 COMMITMENTS
TO EXECUTIVES
The retirement commitment concerns the payment of a retirement bonus authorised by the Board meeting of December 19, 2003. This bonus is calculated in the same way as that paid to a manager according to the conventions of article 5 of amendment I of the industry-wide agreement for the wholesale business.
On December 31, 2020, the total of the commitment corresponding to this bonus for Board members and corporate representatives was €374,000: €117,000 for Guillaume Robin, €80,000 for Patricia Mavigner and €123,000 for Jean-François Bonnefond.
No pension compensation was paid to executives.
There is no commitment concerning separation compensation ('golden parachute') for executives.
2.5.10 CONDITIONS
FOR ATTENDANCE AT THE ANNUAL GENERAL MEETING
We invite all our shareholders to attend the Annual General Meeting by post, on the basis of the complete TPI (identifiable bearer shares) established annually on November 30. The conditions attached to attendance are described on page 45 of this report.
At the Annual General Meeting of April 4, 2016, we adopted the principle of one share, one vote.
2.5.11 OTHER INFORMATION
2.5.11.1. Termination of employment contracts for corporate officers Corporate representatives whose mandate renewal or appointment is approved by the Board of Directors at the AGM of April 6, 2021 are not bound by employment contracts. The recommendation to terminate the employment contract when the Board member becomes a corporate officer does not apply.
2.5.11.2. Information on operations carried out with the members of the administrative and management bodies
Conventions subject to authorisations are those described in the special auditors' report on conventions and commitments for the financial year ending December 31, 2020. Existing conventions appear in a list drawn up by the company for the financial year ending December 31, 2020 and sent to the auditors in compliance with the provisions of articles L 225-39 and L 225-87 of the Commercial Code.
2.5.11.3. Loans and guarantees allocated or created in favour of administrative and management bodies
The company did not allocate any loan or guarantee in favour of members of the Board.
2.5.11.4. Non fiscally deductible charges as per article 39.4 of the French General Tax Code: none.
2.6 SHARE PERFORMANCE
The Thermador Groupe share appears in the CAC ALL SHARE and ENT PEA PME 150. We are currently listed on EURONEXT Paris in compartment B and accepted by the S.R.D.*
* Since 2008, we have been included in the Deferred Settlement Service which allows shareholders to pay for their transactions on Thermador stock at the end of the month. We would remind you that compartment B includes shares in companies whose stock market capitalization value is between €150m and €1,000m.
The Thermador Groupe share was listed on the stock exchange on June 24, 1987 at 240 French francs I.E., €2.99 according to the €/FF exchange rate and taking into account the different free share distributions made since then.
KEY FIGURES
DIVIDENDS
For 2020, we propose a dividend of €1.82 per share. This represents 46.3% of consolidated net profit. On the basis of the average 2020 price (€53.50), the yield is 3.36%.
Reminder of dividends over the last three financial years | ||
In euros | Dividend per share 17.4 | 17.7 Total amount 17.4 |
2015 | 1.60 16.9 | 16.314,208,992 |
2016 | 13.6 1.60 | 14,397,61534.6 |
2017 12.0 1 | 1.8 11.8 1.70 | 15,486,578 |
2018 | 1.75 | 15,939,966 |
2019 | 1.80 | 16,397,554 |
2020 | 1.82 | 16,745,545 |
DAILY AVERAGE TRADING VOLUME IN 2020
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Trading volumes increased by 49% in 2020. On a daily average, 8,536 Thermador Groupe shares were traded, with a peak in March.
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Bloomberg sources
OTC: over-the-counter trading platforms
Dark pools and other alternative platforms
LISTING
IDENTIFICATION OF THE
THERMADOR GROUPE SHARE:
CODE ISIN FR0013333432 MNEMONIC CODE THEP
NUMBER OF SHARES: 9,200,849
CAPITAL: €36,803,396
LEI: 969500SSIGMAGT008F11
NET DIVIDEND PER SHARE** IN 2020
(in euros)
€1.82
1.70 1.75
1.53 1.58 1.58 1.58 1.60 1.60
1.80 1.82
11
12
13
14
15
16
17
18 19 20
CONSOLIDATED NET PROFIT PER SHARE** IN 2020
(in euros calculated on 9,200,849 shares)
€3.93 . et pas ,
2.32 2.39
2.25
graph dividendes
2.24 2.28 2.29
11
12
13
14
15
3.93
3.55
MARKET CAPITALISATION AT DECEMBER 31, 2020
2.88
16 17
(in million of euros) 1..70 e1.7t5 pas ,
3.93
3.55
3.20
18
19
20
588.9
1.53 1.58
1.58 1.58 1.60 1.60
€588.9m
228.1 243.7
1.80 1.82 517.0
graph net consolidé
Moyenne journalièr
386.3 375.7
par action
290.0 30.07
482.8
405.4
20
11
12
13
1411 1512 1613 1714 1815 1916 2017
18 19
20
11 12 13
14 1115 1216 1317 1418 1519 1620 17
18
19
20
** Stock exchange data figures are adjusted to take into account allocations of free shares (one four six in November 2011), the nominal division of the share by 2 in May 2012 and the nominal division of the share by 2 in May 2018.
. et pa. set, pas ,
. et pas. e, t pas ,
2.32 2.39 2.2
11
12
13
THERMADOR GROUPE SHARE PRICE TRENDS
Share price in euros
31/12/04 30/12/05 29/12/06 31/12/07 31/12/08 31/12/09 31/12/10 30/12/11 31/12/12 31/12/13 31/12/14 31/12/15 30/12/16 29/12/17 31/12/18 31/12/19 31/12/20
1.70
1.75
1.80
1.82
1.53
1.58
1.58
1.58
1.60
1.60
Dividend per share**
1.16
1.31
1.31
1.31
1.31
0.90
1.03
04/2005
04/2006
04/2007
04/2008
04/2009
04/2010
04/2011
04/2012
04/2013
04/2014
04/2015
04/2016
04/2017
04/2018
04/2019 04/2020
04/2021
** Stock exchange data figures are adjusted to take into account allocations of free shares (one-for-six in November 2011), the nominal division of the share by 2 in May 2012 and the nominal division of the share by 2 in May 2018.
i-
The figures are taken from Euronext.
Share price trend | Trading volume on Euronext | Capital (in thousands of euros) on Euronext | Lowest trading price in euros | Highest trading price in euros | Last trading price in euros |
2009 | 1,315,832 | 29,222 | 16.88 | 22.25 | 20.58 |
2010 | 1,226,100 | 32,608 | 19.72 | 26.14 | 24.24 |
2011 | 1,099,652 | 34,570 | 24.03 | 34.18 | 26.74 |
2012 | 1,184,137 | 34,340 | 25.16 | 33.00 | 28.57 |
2013 | 1,058,274 | 32,255 | 27.93 | 34.60 | 34.00 |
2014 | 1,089,080 | 40,510 | 32.50 | 42.16 | 35.51 |
2015 | 841,670 | 32,982 | 35.06 | 44.98 | 43.50 |
70 2016 | 782,672 | 31,774 | 37.79 | 45.93 | 41.75 |
2017 60 | 1,123,584 | 52,000 | 40.53 | 57.00 | 56.75 |
2018 50 | 872,897 | 48,943 | 42.50 | 65.00 | 44.50 |
July 2019 | 23,879 | 1,357 | 55.80 | 57.80 | 57.40 |
August 2019 40 | 28,017 | 1,597 | 56.00 | 58.20 | 57.80 |
September 2019 30 | 30,969 | 1,744 | 54.00 | 57.80 | 55.20 |
October 2019 | 50,488 | 2,746 | 53.00 | 56.80 | 55.40 |
20 November 2019 | 34,034 | 1,858 | 53.20 | 56.60 | 53.60 |
December 2019 10 | 64,512 | 3,462 | 52.60 | 54.40 | 53.00 |
2019 0 | 609,324 | 31,932 | 43.00 | 58.20 | 53.00 |
January 2020 31/12/04 3 | 0/12/05 29/12/06 381/712,/30731 31/12 | /08 31/12/09 31/12/140,61304/12/11 | 31/12/12 31/12/13 531/.1020/14 3 | 1/12/15 30/12/16 295/142./1870 31/1 | 2/18 31/12/19 31/12/5204.80 |
February 2020 | 66,681 | 3,525 | 48.90 | 55.00 | 48.90 |
March 2020 | 489,540 | 18,142 | 35.70 | 51.20 | 44.30 |
April 2020 | 75,182 | 3,408 | 42.00 | 47.90 | 44.30 |
May 2020 | 49,232 | 2,236 | 43.30 | 47.80 | 46.20 |
June 2020 | 92,325 | 4,735 | 48.10 | 54.00 | 52.00 |
July 2020 | 84,393 | 4,709 | 51.80 | 58.20 | 56.80 |
August 2020 | 32,621 | 1,809 | 54.60 | 57.00 | 56.60 |
September 2020 | 42,327 | 2,335 | 52.60 | 57.60 | 54.80 |
October 2020 | 119,396 | 6,939 | 53.60 | 60.60 | 58.00 |
November 2020 | 108,614 | 6,750 | 59.20 | 64.40 | 64.20 |
December 2020 | 40,230 | 2,630 | 64.00 | 66.20 | 64.00 |
2020 | 1,287,872 | 61,832 | 35.70 | 66.20 | 64.00 |
2
1
2.7 MAKE-UP OF CAPITAL
6,695
INDIVIDUAL
SHAREHOLDERS
2.7.1 BREAKDOWN OF CAPITAL
Annual General Meeting in Lyon and shareholder information meeting in Paris in 2019.
Board member CEOs
We have an exceptionally high number of individual shareholders for a company of our size: nearly 7,000 people who represent 39.8% of capital.
In 2020, 2,150 new shareholders joined us and 1,575 left (temporarily perhaps...).
Following the capital increase reserved for employees (12th resolution of the 2019 Shareholders' Meeting), the proportion of capital held by employees and retired employees reached 9%. We are maintaining our objective of reaching the symbolic milestone of 10% of the capital held by employees and retired employees.
Number of shareholders | 2018 | 2019 | 2020 |
CEOs and managers | 40 | 46 | 45 |
Board members | 8 | 7 | 7 |
Employees | 112 | 127 | 140 |
Former directors | 3 | 3 | 4 |
Family of founders | 28 | 29 | 29 |
French investors | 176 | 165 | 130 |
Foreign investors | 80 | 68 | 66 |
Individual shareholders | 6,022 | 6,106 | 6,695 |
Total | 6,469 | 6,551 | 7,116 |
Retired employees and former employees
Non-Board member CEOs
Managers and employees
FCPE (mutual fund)
Number of shareholders in 2020
7,116 6,105 6,552 6,438 6,745 6,965 6,828 6,312 6,469 6,551
11
12
13
14
15
16
17
18
19
20
2.7.1 BREAKDOWN OF SHARES AND VOTING RIGHTS
The figures are from identifiable shareholder data requests made on November 30, 2018, November 29, 2019 and November 30, 2020.
Board members not free of interests Independent Board members Non-Board member CEOs Managers and employees
Thermador Groupe FCPE (mutual fund)
Thermador Groupe owning its own sharesCrédit Mutuel Equity Financière Borde Other French investors Other foreign investors
Board member CEOs
Individual shareholders
Including retired employees and former employees Including Guy Vincent*
Including Marc de Sereys*
Including Geneviève Boreil and Hubert Fournier*
Institutional investors
Investmentaktiengesellschaft für langfristige Investoren TGV
Executives, Board members and personnel
2018 | 2019 | 2020 | |
The nominal split | |||
of the share by 2 in May 2018 | Number of | Number of | Number of |
Capital owned by employees.
* Not bound by any shareholder pact. ** NS: Non Significant.
There is no family link between the founders (Guy Vincent, Jacques Borde, Geneviève Boreil, Hubert Fournier and Marc de Sereys) and the current directors.
The use of the TPI procedure (identifiable bearer share) must be authorised by an Extraordinary General Meeting. The Extraordinary General Meeting of June 27, 1988 gave us this authorisation, and it was incorporated into the company's by-laws. This means that by approaching the centralising body EUROCLEAR we can - at a cost - obtain the name, address and shareholding of every French shareholder.
The number of shares was closed on December 30, 2020. No substantial variation was observed in terms of registered shares between December 30 and December 31, 2020.
The AGM of April 4, 2016 opted for the principle of one share, one vote. On December 31, 2018, 2019 and 2020, capital and voting rights percentages were identical.
To the company's knowledge, no other shareholder than those mentioned above has a shareholding greater than 5%.
2020 milestones:
Guy Vincent, founder of Thermador, resigned from the Board on January 28, 2020. Quite naturally, he joined the group of private shareholders.
The share of institutional investors decreased in favour of that of private shareholders, which peaked at 39.8%.
Finally, the Thermador Groupe FCPE (mutual fund) increased by 0.8% following the increase in capital reserved for employees. Thus, managers and staff, the FCPE, retired employees and former employees now account for 9% of the capital.
2.8 LOOKING FORWARD TO 2021
ANNUAL GENERAL MEETING
APRIL 6 5PM
AT INTERCONTINENTAL LYON - HÔTEL DIEU
AGENDA
Annual General Meeting | April 6, 2021 at 5pm at Intercontinental Lyon - Hôtel Dieu or in videoconferencing or 'hybrid' mode, depending on the context and the regulations in force. |
Shareholders meeting in Paris | April 8, 2021 at 4pm at Salons Hoche in Paris. |
Payment of dividends | The dividend will be detached on April 13, 2021 and made available for payment on April 15, 2021. |
Announcement of quarterly turnover | April 16, 2021, July 16, 2021, October 15, 2021 and January 14, 2022. |
Announcement of mid-term results | July 30, 2021. |
Publication of annual results | February 21, 2022. |
The publication of annual and half-year results will be preceded by an embargo period of one month; the publication of quarterly turnover will be preceded by an embargo period of 15 days, in compliance with the guide to permanent information and management of inside information (DOC-2016-08) and article 19.11 of MAR.
Dividends not claimed within 5 years as of the date of payment are subject to prescription (civil code art. 2277). They are then paid over to the State.
Our website:www.thermador-groupe.fr
Write us:actionnaires@thermador-groupe.fr
Regularly updated in French and English, it presents the group's activities, financial information and stock exchange news.
Our financial publications appear in the 'news' section and 'regulated information' section. They are also relayed on stock exchange information sites, in French and in English, on Linkedln and on Twitter.
A shareholder space is available so that you can update your details and express your wishes as to how you want our documents to be sent (mail and/or email).
• Portzamparc in Nantes - tel. +33(0)2 40 44 94 09. | • IDMidCaps in Paris - tel. +33(0)1 80 48 80 12. |
• CM-CIC Securities in Paris - tel. +33(0)1 45 96 77 00. | • Giraff Equity in Paris -www.giraffequity.com |
• ODDO BHS à Lyon - tel. +33(0)4 72 68 27 00. | Guillaume Robin is legally responsible for financial information. |
• Financière d'Uzès in Lyon - tel. +33(0)4 78 42 51 18. | |
THERMADOR GROUPE - UNIVERSAL REGISTRATION DOCUMENT 2020 |
STUDIES
We would like to thank the analysts who take an interest in our group. Studies are carried out regularly on our stock by:
2.9 2020 ANNUAL GENERAL MEETING
65.8%
OF VOTING
RIGHTS
RUNNING OF OUR AGM
Our Annual General Meeting was held behind closed doors on April 6, 2020. It was attended virtually by 260 people and 745 voters representing 65.8% of voting rights, compared to 70.3% recorded in 2019. We thank you for your high level of commitment in the very difficult context our country is experiencing at present, and were pleased to observe broader use of the Votaccess platform for remote voting.
All the resolutions were adopted with approval rates of between 76.8% and 99.9%. You will find herewith the text of the resolutions on pages 149 to 151 of our 2019 universal registration document as well as on our website.
Replay of the General Assembly of April 6, 2020 available on our YouTube channel.
Thus, a dividend of €1.80 per share was detached on April 9 and released for payment on April 15, 2020. As we said during the Annual General Meeting, we will wait to see the exact consequences of the current crisis for our 2020 accounts to decide on what we can propose in terms of dividends payable in April 2021.
As in previous years, the whole of the AGM was filmed and is available online on Thermador Groupe's YouTube site:https://www.youtube.com/watch?v=vKi2-e2et-s
THERMADOR GROUPE RECEIVES PROXINVEST AWARD FOR ITS 2020 ANNUAL GENERAL MEETING
, On Wednesday November 25, 2020, Proxinvest, an independent European voting consultancy agency, unveiled the winners of its first 5 Grand Prix awards, judged by an independent jury. Thermador Groupe won the 'Proxinvest Jury's Grand Prix-2020 AGMs-France' prize for the organisation of its AGM, its respect for shareholders and its very high rate of compliance with Proxinvest's voting policy and principles.
The Jury noted two differentiating elements:
• Implementation of a system of direct questions at the General Meeting via a chat room, despite the closed-door format, pulled together at short notice.
• Implementation of good practices during lockdowns and a desire to respect shareholders that surpasses that of many large listed companies.
SHARES CAN BE BEARER, DIRECTLY REGISTERED OR ADMINISTERED
1) Bearer shareholders entrust management of their shares to their financial representative who receives custody fees. In our case, they are known to our company only through the annual TPI census.
2) In the case of registered shareholding, the holder fulfils the formality of depositing his shares in a share account managed by the issuer or by a financial intermediary authorised by the issuer. In our case the intermediary chosen by us is: Securities CM-CIC / Middle Office Emetteur - 6, avenue de Provence - 75441 Paris cedex 09 - France.
REMOTE VOTING
To transfer shares to registered format, application must be made by letter to the financial intermediary giving the contact details of the above-mentioned representatives.
Registered shares are permanently identifiable to the issuer. They are not subject to custody fees.
3) You can also opt for administered shares. You keep your shares account - or your PEA (savings plan in shares) - with your financial intermediary who undertakes to keep us permanently informed of your position.
If you cannot attend the Annual General Meeting, you can entrust powers to the Chairman or any other shareholder of your choice. You can also vote by mail. In both cases, we invite you to use a single form that is available upon request.
For pure or administered registered shareholders and bearer shareholders whose financial intermediary has signed up to the VOTACCESS system, electronic voting by VOTACCESS has been possible as of the Annual General Meeting of 2017.
2.10 RELATIONSHIP WITH OUR SHAREHOLDERS
18 EVENTS
PER YEAR TO MEET OUR SHAREHOLDERS
2.10.1 WEBCONFERENCES
The digital know-how of our communications agency Opaline was particularly useful in 2020 in helping us keep in touch with our shareholders. Four webinars were held, just a few days after results publication dates, during which viewers' questions were answered live or post-event.
For the publication of Q3 turnover, our webinar was simultaneously translated into English for the first time.
A replay was made available for each webinar, so that those who couldn't attend were able to catch up after the event. Participants were individual shareholders, institutional investors and employees.
2.10.2 INSTITUTIONAL INVESTORS
To meet our investors (46.2% of capital), we attend investor shows each year, with an average of ten interviews per day.
• 2 days at the Forum Oddo Midcap in January in Lyon.
• 1 SFAF meeting for the publication of the annual results.
• 1 digital roadshow with CM-CIC Market solutions in May.
•1 SFAF meeting in September for the publication of the half-yearly results.
• 1 day at investors forum of Lyon Pôle Bourse in September.
• 2 days with Midcap Events in October in Paris.
• 1/2 day at the ESG Next'up Ethifinance digital forum in October in Paris.
Throughout the year, we have numerous contacts by telephone, face-to-face or during roadshows organised for the most part in Paris. Investors are particularly attracted to the simple and direct contact that they can have with the Chairman and CEO and the Deputy CEO, responsible for finance.
Furthermore, our communications on LinkedIn and Twitter are increasingly followed.
2.10.3 INDIVIDUAL SHAREHOLDERS
All shareholders with at least one share receive the annual report, letters to shareholders and our invitation to the Annual General Meeting.
To our knowledge, we are one of the few companies to do so. This practice has resulted in us having a growing number of individual shareholders (6,695 at the December 2020 TPI) who represent 39.8% of our capital (the average for companies listed on the Stock Exchange is under 10%).
2.10.3.1 ACTIONARIA SHOW
Each November, at the Palais des Congrès, Porte Maillot in Paris, we have a stand at the Actionaria show, which allows us to meet hundreds of our shareholders from the Paris area and get ourselves known to increase our spread of shareholders. Unfortunately, it was completely called off in 2020 due to the Covid-19 crisis. We are determined to bounce back in 2021!
2.10.3.2 OBSERVATOIRE DES ACTIONNAIRES D'AVENIR
We are involved in this workgroup alongside Air Liquide, Axa, Edenred, Engie, Korian, L'Oréal, Suez and Wavestone.
The Observatoire des Actionnaires d'Avenir (OAA) works to promote individual and employee shareholding with the long-term idea of redirecting French savings towards the national production system, to help keep decision-making centres in France.
http://www.capitalisme-responsable.com/ observatoire-des-actionnaires-davenir/
2.10.3.3 PARTNERSHIP WITH F2IC
In partnership with F2IC (federation of individual investors and investment clubs), a webinar was held on October 21, 2020, with replay, for the 25,000 individual shareholders registered with the association. In addition, F2ic supported group employees wanting to set up an investment club.
http://www.f2ic.fr
2.10.4 RETIRED EMPLOYEES AND FORMER EMPLOYEES
They hold 9.0% of capital, directly or via Thermador Groupe FCPE (mutual fund). Signatories of a stock exchange charter, they can only intervene on the market 4 times per year during the trading windows of 3 weeks further to the publication of turnover (1st and 3rd quarter) and results (1st half and annual results).
In 2017, we took the initiative of inviting them to a pre-AGM meeting to take the time to explain the workings of governance, the role of independent Board members and the resolutions tabled. This meeting with all the employees took place again in 2018, 2019 and 2020.
During the first lockdown, we organised a distance-learning course given by the Ecole de la Bourse: 'The keys to effective investment in shares'. Traditionally, shareholder employees are good AGM attendees. There were around 103 of them at the 2020 digital edition.
Retired and former employees often remain shareholders. A lot are also present at the AGM. They own 4.3% of share capital.
Shareholders' information meeting in Paris in 2019.
Increase in capital reserved for employees
Despite the extremely worrisome context and a highly volatile share price, Thermador Groupe's employees fully bought into the increase in capital reserved for them under the 'collective management' process (authorisation given by the AGM on April 8, 2019). As a result, 91,098 Thermador Groupe shares (1% of the capital) were created on April 27, 2020 and added to the Thermador Groupe FCPE (mutual fund), which owned 3.3% of the capital at December 31, 2020.
OUR SHAREHOLDERS'
MEETING IN PARIS 130 PEOPLE
2.11 SHAREHOLDERS' EMAILS AND CHAT
From JPB on 2 March 2020
What can you tell us about this sudden and dizzying drop to reassure us?
Shareholder services response
Below is the Thermador Groupe share price over 12 months, compared to the CAC40 and CACMid&Small:
Thermador Group: -4.7%. CAC40: -1.8%.
CAC Mid& Small: -7.4%.
This simply shows that the recent decline in our share price reflects an overall market trend. And it does not look like the market is punishing us, probably because investors think our recent figures are good.
To reassure you:
- Our stock levels are generally higher than those of our competitors.
- We maintain stable and balanced relationships with our suppliers. This facilitates decision-making in crisis situations and makes us a priority customer for them.
- We are actively sourcing and developing suppliers in France, Spain, Germany, Belgium, Turkey, Brazil, Hungary, India, Poland, South Korea, Slovakia, Finland, Portugal, Austria, England and the Netherlands.
- Our debt is very low. We can withstand crises, as we proved in 2008-2009.
- The euro/dollar exchange rate has moved very favourably in recent days.
We plan to communicate more precisely on the consequences of this crisis as soon as we have concrete elements to show to investors.
From ST on the webinar chat of February 21
Is a distribution of free shares planned?
Shareholder services response
We do not plan to distribute free shares in 2020. Contrary to popular belief, these transactions do not generate shareholder value, but do generate significant costs for the company. The only reason that could lead us to propose a distribution of free shares in the coming years would be for better liquidity of the share. However, we remain highly cautious since previous operations proved nothing of the sort.
From PR on the webinar chat of February 21
What is the average growth rate forecast in your 5-year business plan?
Shareholder services response
On page 10 of the annual report, we give indications of our ambitions for the next decade.
'Our objective is to continue to grow at a similar pace to that of the past ten years, respecting staff, shareholders, customers, suppliers, other stakeholders and the environment.'
We have never communicated short-term targets, to avoid having to continually justify the inevitable deviations.
Given our track record on the stock market since 1987, we believe that our shareholders can trust us on the basis of our past results.
From RA on the webinar chat of February 21
Will cash flow also be used to reduce debt and increase net cash?
Shareholder services response
At December 31, 2019, our net cash position stood at €32.3m, our bank debt at €41.7m and our shareholders' equity, after allocation of profit, at €203.2m. We consider that our current cash position is sufficient to meet our immediate needs. Any variation in this cash position can come from a number of factors: sales, margins, working capital requirements, investments, etc.
Debt reduction is not a goal in itself, especially as our debt is relatively small. In addition, we may make a decision to take on additional debt to finance the likely acquisition of Thermacome. It is therefore too early to answer your question. In any event, we do not plan any early repayment of debt. Loans have all been negotiated at fixed rates over periods of 5 years, benefiting from historically favourable conditions.
From JFC on April 6, 2020 regarding the capital increase reserved for employees.
I welcome this company initiative, which enables employees to become even more involved in their company and gives them employees priority access to profit distribution. It is only natural that they should be fairly rewarded for their work and be able to reap the benefits of that work in the best possible way. However, I wonder whether it would be possible to carry out a study on employee participation in company ownership?
Would it be possible to know how many employees took part in this operation? The percentage of employee shareholders in the company before and after the operation? The percentages by category of personnel (blue-collar workers, technicians and supervisors, executives, senior managers)? The proposed purchase price? Whether there is a company top-up after a certain period of time? ...
Shareholder services response
We counted 471 participants out of 566 employees who could take part in the operation, i.e. 83%.
You will find the history of the company savings scheme (PEE) on page 61 of the annual report. In 2020, subscriptions of senior executives (18 people) were limited to €1,500 each in order to give priority to employees on this exceptional operation. We feel that the spread is fairly even among the socio-professional categories. You will find the figures on page 59 of our annual report.
On pages 42 and 43, you will find the share of the capital held by employees and former employees.
Here are the rules for this year's employer's contribution:
For the tranche from €100-€300: 300% employer's contribution with a maximum amount contribution of €900 on this tranche.
For the subscription tranche from €301-€1,000: 150% matching contribution with a maximum amount of €1,050 on this tranche.
For the subscription tranche from €1,001-€1,500: 30% matching contribution with a maximum amount of €150 on this tranche.
This gives a maximum possible employer contribution of €2,100.
The employees benefited from the best provisions of the PACTE law, i.e. a 40% discount for locking the funds in for 10 years. 91,098 shares will thus be created on the basis of a valuation of 31.30 euros.
From DT on the webinar chat of October 16, 2020
Why not sell FG INOX, which for the last two quarters has been underperforming at -16% and -12% if I remember correctly?
Shareholder services response
FGinox was acquired in 2017 (see press release). The plan for onboarding the company into the group is progressing normally:
- Deployment of the group's information system: early 2021. New e-commerce website: early 2021. New warehouse near Sferaco and Syveco: 2022.
Since its arrival in the group, FGinox has delivered good profitability and cash generation. The drop in turnover in 2020, largely due to the pandemic, does not justify the radical measure you are proposing.
From PHS on the webinar chat of October 16, 2020
Good evening, are you thinking about developing sales through the digital channel?
Shareholder services response
We are developing these sales via new and existing customers:
• Longstanding customers who are now multi-channel customers.
• Marketplaces.
• Specialist trade sites.
• Our own sites open only to account customers.
This new distribution channel means developing the necessary skills internally (databases, digital marketing).
The good resilience of the group during this period shows that our products are well represented on the web. We continue to strive for further progress.
3. EXTRA-FINANCIAL
PERFORMANCE
STATEMENT
3.1 Business model 51
3.4 Cross-reference table for the extra-financial
3.2 Major Corporate Social Responsibility risks
performance statement 75
and challenges 53
3.5 Summary of indicators 76
3.3 Our approach 57
3.6 Certificate of extra-financial
performance statement 78
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3. EXTRA-FINANCIAL
PERFORMANCE STATEMENT
CHAIRMAN'S STATEMENT
Our employees, many of our customers, and some of our shareholders would like us to be more specific about our commitments to sustainable development and, in particular, about the measures taken within our group to reduce the impact of our activities on the environment.
Fully convinced of the merits of this approach, we have taken three important decisions:
- to appoint a specialised outside firm to support four of our subsidiaries (representing 44% of our business) from the first half of 2021, with the aim of rapidly defining medium-term objectives that are measurable, achievable and understandable for stakeholders,
- to introduce regulatory surveillance on this topic,
- to create a sustainable development committee within our Board of Directors chaired by Mathilde Yagoubi, an independent director. Its general mission will be to assist the directors in monitoring issues related to social and environmental responsibility, anticipate the opportunities and risks associated therewith, and make decisions. The committee will conduct its deliberations in close cooperation with the Executive Committee and the Thermavert cross-functional group, which regularly report on their missions and recommendations with regard to the Group's CSR policy and achievements.
A training programme of 12 days with FL FINANCE Academy and Middlenext has been drawn up for Mathilde Yagoubi to enable her to perfectly accomplish her mission.
These decisions should enable us to make faster progress in the areas covered by the 10 sustainable development goals we have chosen from the 17 set out by the United Nations. Even though some of our actions will only have an impact in several years' time, we are determined to progressively implement them, and in particular to reduce the environmental impact of the products we distribute. This implies early reflexion with our industrial partners in order to better understand and control their products' life cycles.
MORE
GAÏA INDEX
THAN 10 YEARS
For several years now, we have been among the leaders of the 'Gaïa-rating' index, independently compiled by EthiFinance. Website:http://www.gaia-rating.com/
IN THE
Environment, Social, Governance (E.S.G.) criteria are investigated in detail.
TOP 10
In 2020, we were ranked 35th out of 230 and 7th in the category of companies reporting a turnover between €150 and €500 million. For 10 years, data has repeatedly shown that companies who score well on extra-financial criteria also perform better financially.
In 2020, our performance in terms of corporate social responsibility was evaluated for the first year through our subsidiary Sferaco and Axelair by the EcoVadis platform, to promote transparency and trust among our customers and business partners. Sferaco outcome was a silver medal with a score of 65/100. Axelair obtained the bronze medal with a score of 45/100. These results place our subsidiaries Sferaco and Axelair in the top 25% and top 50% of companies assessed respectively. Two other subsidiaries, Sectoriel and Distrilabo, will also be assessed by the EcoVadis platform in 2021.
Website:https://www.ecovadis.com/
3.1.1 OUR IDENTITY
Thermador Groupe gathers a set of equipment and materials distribution companies for fluid circulation in building and industry and heavy tooling for retail and professionals. Our customers are wholesalers of heating and sanitary equipment, pumps, valves, industrial supplies, manufacturers and all those involved in the DIY sector.
Our group builds its growth by respecting its staff, shareholders, customers, suppliers, other stakeholders and the environment.
The group's values are trust, transparency, simplicity and conviviality in human relations.
These values are represented in our relations with all our stakeholders (employees, shareholders, customers, suppliers, etc.).
3.1.2 OUR VALUES
The future value of the group is in the hands of the management and their people in each of the subsidiaries.
No director, manager or supervisor is alone in Thermador Groupe. Each can exchange with his or her peers within inter-subsidiary workgroups. This is particularly true in the area of human resources, and the sharing of good practices seems to us a very effective method to help everyone grow and ensure overall cohesion.
Sharing good practices in the human resources field.
However, there is no group HR. Within each of the group's companies, each subsidiary CEO and each local manager must assume full responsibility for their teams.
It all starts with recruitment, a complex art that we approach with humility and simplicity. Our conclusion is that collegial decisions seem the most reliable.
The induction of new people within the subsidiaries requires structured training and time.We think that it takes a new employee one year to acquire minimum independence and efficiency. This explains why it is impossible to suddenly adjust staff structure to changes in the marketplace. We need to anticipate and act with confidence.
Throughout people's careers, we try to allow everybody to develop their talents according to their own merits and capabilities. We cultivate virtues of exemplarity, transparency, respect and a fair share of profits from our work.
The choice of proximity with our employees.
Our management teams are clearly responsible for the quality of the labour relations in our companies, and we promote care, conviviality, simplicity and serenity. To this end, our minimalist organisational structure, limited to four hierarchical levels, promotes proximity between managers and all employees of the group.
'Communication from management was very fluid throughout the period, because of a tight organisation chart and natural proximity between managers and subordinates. The crisis was well managed, the whole team was committed to customer satisfaction and constantly reacting to keep up with demand.' *
Very short reporting chains.
However, this proximity is no longer sufficient to gather all ideas, comments, suggestions and sources of discontent from the men and women who work in each of our subsidiaries. It is for this reason that in 2017 we decided to send them a questionnaire entitled 'Employee survey on the quality of life at work'. They obviously bought into this new form of expression, given that the response rate was 94%!
This 'barometer of the quality of life at work' survey will concern all employees in 2021, including those of recently-acquired subsidiaries: Ets Edouard Rousseau, Distrilabo and Thermacome.
We think this helps us to gather behind us staff who are committed, confident, efficient and generally loyal.
When a departure seems inevitable, we attempt to be as fair as possible.
Focus on exemplary behaviour and transparency.
All this allows us to be very demanding at every level of the company, and indeed requires us to be so for the benefit of the group.
With the acquisition of 9 companies and one business since 2015, we now face the challenge of opening up to other corporate cultures whilst progressively disseminating our key values. Those values must continue over time and represent the cornerstone of our group.
* Testimonial of Jacques Schiele (Head of the motorised valve assembly workshop at Sectoriel) made following the COVID-19 crisis (see letter to shareholders n°100 available on our website).
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3.1.3 OUR BUSINESS MODEL
Thermador Groupe is an actor in specialised distribution. Our subsidiaries are interfaces between manufacturers and wholesalers, DIY superstores, factories, swimming pool professionals, e-commerce sites and market places.
Our markets and economic model are presented from pages 4 to 15. Thermador Groupe's turnover was €395.5m.
Our vision, strategy and current challenges are presented in the Chairman's statement (page 3) and on page 10 of this document. Our governance is described from page 24 to 32.
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
The resources we need
Shareholders' equity: €225m.
Financial
Diluted shareholding with 7,116 shareholders. 46.2% institutional investors, 39.8% individual shareholders and 14% held by managers, executives and employees.
Cash: €39.9m.
Debt: €39.4m.
Human
Our teams of men and women: 668 employees (representing 654 full-time equivalent positions).
Procurement
99,019 m² of storage space.
691 suppliers of finished products.
Intellec-tual
Innovation: 4 design offices in our subsidiaries.
Energy :
Natural
- water, electricity, gas for warehouses and offices,
- diesel for road and sea transport.
Use of cardboard, wooden pallets and stretch film for packaging shipments.
7 | 13 | 6 |
Energy efficiency - Greenhouse gas emissions - Water management
12 End of product life cycle
Relational
Distribution: 34,000 partner customers.
4 8 15
Talent management
3 Working conditions and safety at work
5 Gender equality
For what results?
Sales of €395.5m, up 7.2%.
Net profit (group share) of €36,200,000, up 11.8%. Dividends paid each year without ever having fallen.
Barometer of the quality of life at work: 94% of employees responded. 59% of employees received training.
Internal mobility: 2 people in 2020. Staff turnover rate: 11.1%.
Average length of service: 9.76 years. Accident frequency rate: 13.66.
34% women in management positions.
27% of employees benefit from profit-sharing and incentive schemes or the other employees receive variable remuneration.
Variable earnings represent 18% of total earnings.
12 End of product life cycle
16 Human rights and working conditions
7 | 13 | 6 |
Energy efficiency - Greenhouse gas emissions - Water management
Factory visits and supplier audits.
24% of our purchases come from suppliers who have been our partners for more than 40 years.
43,024 tonnes shipped.
More than 7,900 new product references launched in 2020. 9 brands created in 2020.
CO2/tonne emissions of products purchased. CO2/tonne emissions of products sold.
65% of energy from renewable sources. 85% recycled waste.
WEEE contribution for product recycling: €393,700 contribution in 2020.
4 of our subsidiaries representing 28% of our turnover are ISO 9001 certified.
3 of our subsidiaries are training organisations and deliver training to our customers.
RISKS AND CHALLENGES
3.2.1 OUR ECOSYSTEM
Thermador Groupe operates in an environment made up of actors having an influence on its business, strategy, values and ambitions.
In all our economic and social relations, we prioritise exchange and transparency and listening, all inexhaustible sources of inspiration, progress and innovation.
Thermador Groupe identifies five key stakeholders:
• Customers, whether distributors or consumers. Their purchases allow the group to survive economically.
• Employees, who contribute hard and soft skills and know-how.
• Investors, shareholders and bankers, who provide the capital we need for investment, stability and growth.
• Suppliers, who provide the goods and services that are crucial to our business.
• Civil society through the public authorities, local authorities, associations and schools with whom we work.
PRESENTATION OF OUR ECOSYSTEM
We have many stakeholders who influence our activities and our strategy in terms of societal and environmental responsibility, at three levels:Level 1: They are crucial to the existence of Thermador Groupe.
Level 2: Their influence is significant to major Thermador Groupe projects or activities.
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
Level 3: Their impacts are limited or occasional, for a one-off project or activity of the group.
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
RISKS AND CHALLENGES
3.2.2 OUR METHODOLOGY
From our value chain, we have identified the key risks and challenges faced by Thermador Groupe. We have selected the risks and challenges from analysis of their existing materiality, pertinence and severity further to financial risk analyses.
When our business has a positive impact on the environment, the approach continues and the benefits of the activity are highlighted.
Conversely, when our activity has a negative impact on the environment, we explain how the group can contribute to reducing it by modifying its practices or minimising the environmental impact through carbon offset initiatives.
The information presented below concerns consolidated Thermador Groupe companies on December 31, 2020. For 2019 and 2018, the information presented does not include data from the following companies: Etablissements Edouard Rousseau, Rousseau SA, Distrilabo and Thermacome.
3.2.3 THE FIVE RISKS AND OPPORTUNITIES
The five risks and opportunities outlined below have been classified by combining their importance for Thermador Groupe and for stakeholders.
High
Importance of Thermador Groupe's stakeholders
Moderate
4 8 15 16 Responsible supply chain Talent management 5 Gender equality 3 Working conditions and safety at work 16 Corruption and antitrust practices 16 Human rights and working conditions 12 Environmental footprint of products and packaging | |
16 Data protection | 12 End of product life cycle 7 13 6 Energy efficiency Greenhouse gas emissions Water management |
Moderate High
Importance for Thermador Groupe
These materiality criteria for risks and challenges that are important both for Thermador Groupe and its stakeholders are identified using our business model as presented previously. They are also reflected in the performance indicators that we monitor, the correspondence of which you will find attached:
Materiality criteria | Business model |
Talent management | Percentage of employees trained Turnover Average length of service |
Responsible supply chain | % of products coming from ISO 14001 certified factories |
Gender equality | % of women in managerial positions |
Working conditions and safety at work | Accident frequency rate |
Human rights and working conditions | % of products from factories visited % of our purchases from countries complying with ILO's core provisions |
Corruption and competitive practices | % of products from factories visited % of employees trained in anti-corruption measures |
Environmental footprint of products and packaging | Quantity of CO2 emissions % of waste recycled |
Risk / opportunity | Definition | Chapters / sub-chapters |
RESPONSIBLE SUPPLY CHAIN | ||
Human rights and working conditions Environmental impact | Risks: Thermador Groupe and its subsidiaries could see their legal liability and their image compromised because of a supplier's non-compliant practices that affect human rights or environmental standards (child labour, forced labour, health and safety, toxic emissions, etc.). | Chapter 3.3.2.3 |
COMPLIANCE | ||
Corruption and antitrust practices | Risks: Through their presence internationally, Thermador Groupe and its subsidiaries could break anticorruption laws or other similar regulations on account of their activities right through the Supply Chain. The consequences would be to harm its image and also risk possible financial sanctions. | Chapter 3.3.2.3 |
Data protection | Risks: Given the high level of digitalisation of its activities, Thermador Groupe could infringe legal data protection provisions (GRDP). This could lead to financial sanctions and harm to Thermador Groupe's image. | Chapter 3.3.2.3 |
PERSONNEL DEVELOPMENT AND SAFETY | ||
Talent management | Risks: If its Human Resources management policy were unattractive and failed to respect employees, Thermador Groupe could have difficulties recruiting and holding onto the talent required for its growth. This could detrimentally impact operational efficiency, reduce the quality of service to customers and deteriorate financial performance. Opportunities: We need to attract and keep talent by giving meaning to our projects and sharing our values. If this is not done, we may see greater instability in our teams, with damaging consequences for operational efficiencies, service quality to customers and financial performance. | Chapters Chapter 3.3.2.1 Chapter 3.3.2.2 |
Gender equality | Risks: Any unfair treatment between men and women within the group would be immediately identified because of our determined policy on transparency of earnings. This would immediately demotivate 34.4% of our employees and break the current agreement with damaging consequences for operational efficiency, service quality to customers and financial performance. | Chapter 3.3.2.1 |
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
RISKS AND CHALLENGES
Risk / opportunity | Definition | Chapters / sub-chapters |
PERSONNEL DEVELOPMENT AND SAFETY | ||
Working conditions and safety at work | Risks: Thermador Groupe employees and those of its subsidiaries could be exposed to work-related accidents, especially as our downstream logistics are internalised. Opportunities: The risks are analysed and identified as part of the Safety Document, which allows us to promote prevention and reduce the risks of work-related accidents and musculoskeletal diseases. | Chapter 3.3.2.1 |
ENVIRONMENTAL IMPACTS OF OUR BUSINESS | ||
Energy efficiency Greenhouse gas emissions Water management | Opportunities: A lot of products sold by Thermador Groupe subsidiaries contribute to reducing energy and water consumption. The high level of specialisation of our commercial companies encourages them to be very innovative in this field. Enhanced efficiency in our buildings could generate substantial economies. Risks: Because of the changes to thermal and energy regulations in our fields of activity, Thermador Groupe and its subsidiaries could fail to provide its customers with products that comply with prevailing regulations. That could lead to a drop in turnover. Opportunities: Wastewater treatment in the private housing sector is one of our specialities. Regulations have triggered market expansion in this area. | Chapters Chapter 3.3.2.2 |
End of product life cycle | Risks: Certain products sold today are difficult to recycle.They could suffer from this shortcoming. Poor waste management would be extremely badly looked-upon by members of staff, who are increasingly sensitive to this subject. | Chapter 3.3.2.2 |
ENVIRONMENTAL FOOTPRINT OF PRODUCTS AND PACKAGING | ||
Environmental footprint of products and packaging | Risks: The products sold by Thermador Groupe and its subsidiaries consume a lot of packaging. Upstream transport - even maritime - and the distribution of our products using road transport are high-carbon-intensity activities. If business continues to develop without these impacts being controlled and offset, the group's carbon footprint would worsen. To make progress in this area, we rely to a large extent on our suppliers. Opportunities: Changing regulations must encourage us to innovate in terms of packaging and help us differentiate ourselves from the competition. | Chapter 3.3.2.2 |
3.3 OUR APPROACH
IN THE FIELD OF SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
3.3.1 A DEVOLVED GOVERNANCE STRUCTURE
Societal and Environmental Responsibility is everybody's problem within the group; our strategy is therefore implemented according to the following organisation:
Actors | Roles and means of action |
Board of Directors | Governance: Directors, of whom 5 are independent, are both in a position of actors and supervisors. At any time they can call upon the Chairman of the Board if they identify failure to respect rules of governance by referring to the Middlenext code. They have a duty and freedom to express themselves every year during the Board of Directors' self-assessment process. Social and environment: Board members are in a position to validate and/or challenge the objectives and strategies announced by top management. They then oversee the effective implementation of the strategy and follow up the key indicators featuring in the NFPD (non-financial performance declaration) most particularly. They talk about good practices identified during experience gained through their professional responsibilities outside the group. Sustainable development committee: Mathilde Yagoubi, appointed Chairwoman at the end of 2020, is working to set up and lead it. She will enlighten the Board members on this complex but crucial issue. |
Executive committee | Managers are responsible for the operation and implementation of group strategy by raising awareness amongst all employees and encouraging initiatives. During bi-monthly executive committee Meetings, they talk about initiatives and good practices on subjects such as Human Resources and the environment. Instructions are then sent so that coordinated, coherent actions can be implemented to protect the environment. |
Transversal groups | In 2017, a period of reflection was initiated on the carbon footprint caused by Thermador Groupe and its activities. This approach was accompanied by the ADEME (French Environmental Agency) and driven by a transversal group comprising of Patricia Mavigner, Deputy CEO of Thermador Groupe; Nicolas Billiard, Marketing Purchasing Director of Sferaco; Murielle Gentaz, Administrative Director of PBtub and Alexandra Stratulat, Administrative Director of Dipra and member of the group-level transport group. This study allowed us to prioritise a range of possible actions. On the back of this study, we have launched actions on:
|
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3.3 OUR APPROACH
IN THE FIELD OF SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
3.3.1 A DEVOLVED GOVERNANCE STRUCTURE
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
Actors | Roles and means of action |
Subsidiaries' management committees | Animating, motivating and providing resources to employees to complete their missions both as part of their function but also from a societal and environmental standpoint. Choosing our industrial manufacturer suppliers according to the group's values. Selecting and selling eco-responsible products that conform to energy and environmental regulations. Managing teams according to the group's values. |
Our employees in the subsidiaries | Grouped appropriately, our most motivated employees propose and implement concrete actions to reduce our impact on the environment. We have a total of 7 employee groups involving 39 people. 34 meetings were organised in 2020 to deal with operational issues relating to the environment. Further to the employee surveys in 2017 and 2018, actions are being implemented and decided to improve quality of life in the working environment. In the course of monthly general meetings and discussions with staff representatives, such projects and initiatives are given sufficient air time. In 2021, the employee satisfaction survey will go again. |
The Thermavert group, made up of twenty employees, which initiates environmental protection projects within their subsidiaries - Meeting of September 4, 2020.
Mobility Challenge of June 26, 2020.
2020
3.3.2 OUR STRATEGY
Our staff are at the heart of our value chain. On December 31, 2020 the group had 668 employees, 230 women and 438 men.
3.3.2.1 MANAGING OUR TALENTS
OUR STAFF
Of those 668 employees, 650 were on permanent contracts and 18 on fixed term contracts. 603 work in France and 65 outside France.
DISTRIBUTION BY FUNCTION
W. | M. | 2020 | 2019 | 2018 | |
General management, sales, administrative and purchasing | 22 | 42 | 64 | 46 | 51 |
Itinerant sales staff | 8 | 127 | 135 | 108 | 100 |
Sedentary technical sales representative | 84 | 72 | 156 | 124 | 114 |
Purchasing-Marketing | 31 | 28 | 59 | 47 | 38 |
Administrative personnel | 63 | 25 | 88 | 51 | 48 |
Warehouses staff | 22 | 144 | 166 | 127 | 125 |
Total | 230 | 438 | 668 | 503* | 476 |
W. = Women and M. = Men
* Excluding Ets E. Rousseau, Rousseau SA and Distrilabo
DISTRIBUTION BY AGE
2020 | 2019 | 2018 | |
20-29 y.o. | 88 | 55 | 56 |
30-39 y.o. | 158 | 147 | 151 |
40-49 y.o. | 224 | 160 | 150 |
Over 50 years | 198 | 141 | 119 |
Total | 668 | 503* | 476 |
* Excluding Ets E. Rousseau, Rousseau SA/Distrilabo
RÉPARTITION PAR FONCTION
Over 50s198
20-29 y.o.
88
RÉPARTITIO
Average age in the group: 42.9 YEARS
158
30-39 y.o.
224
40-49 y.o.
DISTRIBUTION BY STATUS
RÉPARTITION PAR FONCTION
W. | M. | 2020 | 2019 | 2018 | |
Managers 2 | 020 43 | 170 | 213 | 174 | 163 |
Supervisory staff | 16 | 48 | 64 | 34 | 39 |
Employees | 171 | 220 | 391 | 295 | 274 |
Total | 230 | 438 | 668 | 503* | 476 |
W. = Women and M. = Men
* Excluding Ets E. Rousseau, Rousseau SA/Distrilabo
RÉPARTITION PAR FONCTION
RÉPARTITION PAR STATUT
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3.3 OUR APPROACH
IN THE FIELD OF SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
TEMPS
The use of temps is normally limited to the replacement of people who are off sick or on maternity leave and according to the needs of seasonal peaks.
2020 | 2019 | 2018 | |
Number of temp hours | 74,642 | 51,902 | 56,411 |
Total number of hours worked | 6.4% | 5.6% | 6.5% |
Cost (in thousand) | 1,735 | 1,259 | 1,345 |
DISABLED WORKERS
We regularly employ ESAT* personnel for simple assembly or packaging work.
Maintenance of the green spaces of all our sites in Saint-Quentin-Fallavier (Isère) is performed by a re-insertion centre (ESAT in Villefontaine, Isère).
2020 | 2019 | 2018 | |
Number of disabled workers | 12 | 5 | 7 |
Amount paid to ESAT* (in thousand) | 312 | 279 | 488 |
* Work rehabilitation scheme for the disabled.
7 of our subsidiaries employ disabled workers.
In 2020 Jetly signed an agreement with an association, Messidor, managing establishments for sheltered employment in the Auvergne-Rhône-Alpes region, which works to rehabilitate people facing physical disability. Through the association, Jetly has employed two disabled workers for packaging of small spare parts. This experience resulted in the recruitment of a disabled worker on a permanent contract on January 1, 2020. A fabulous collective success!
This partnership mission not only allowed the company to find stability, efficiency and savings, but the workers to achieve reintegration through employment in an environment propitious to their personal fulfilment. This collaboration has existed for more than 5 years.
As part of this long-standing partnership, Messidor has made a film about the association and the return to employment of the people it cares for. It was screened during the 'Matinales du MEDEF' sessions to promote the employability of people with psychological disabilities.
Jean-François Bonnefond, Raphaël Loprieno, Thierry Piccerelle and Anthony Cano were interviewed in the film which was broadcast on October 8, 2020 at MEDEF LYON RHONE's disability session.
LABOUR RELATIONS
Sixteen of our subsidiaries employ over eleven people, and three of them employ over fifty. Of these subsidiaries, ten have a social and economic committee.
Within each subsidiary, a monthly information and dialogue meeting takes place bringing together all personnel.
The management team presents and comments on the current situation: turnover, margin, costs and results, and answers employees' questions. If turnover is down, sales people are called in; if there is stock-out, the purchasing department is questioned; if costs increase, we look for and analyse the reasons why; if profits are down, everyone will be thinking about their end-of-year bonuses…
In the bigger subsidiaries, departmental meetings are also held to allow people to have their say. Experience tells us that it is difficult for some people to express themselves in big groups. The role of managers and supervisors is crucial in this respect, in ensuring that questions and remarks are brought to the surface to provide collective answers.
Our flat organisation charts promote good circulation of information. The key is dialogue and transparency.
In April 2016, the Annual General Meeting appointed an employee to the Board upon a suggestion from the Board of Directors.
From being just 178 employees on a single site in 2004, Thermador Groupe now employs almost 670 people dotted around 10 sites. This new scale implies using new internal communications tools.
Our collaborative platform THERMALINK has been live since September 2019 for all Saint-Quentin-Fallavier employees and for FGinox, Mecafer/ Domac, Sodeco and Ets Edouard Rousseau. The employee directory offers new functionalities such as contact details and photo updating and employee search functions. This collaborative platform is a real corporate social network allowing us to communicate, and share documents and best practices.
General meetings in web conferencing at PBtub and '100%-masked' at Jetly.
SALARIES AND PROFIT SHARING
COMPANY SAVINGS SCHEME (PEE)
In January 2001, we set up a Company savings scheme (PEE), open to all employees of the subsidiaries and 95% invested in Thermador Groupe shares.
Until 2012 the top-up was 100% of the amount put in by the employee, with a cap of €1,000.
The maximum contribution then changed year-on-year.
In 2020, the contribution was 300% for the first €300 invested, 150% for the €301-1,000 tranche, and 30% for the €1001-1500 tranche, i.e. a maximum of €2,100. The total amount contributed by the employees was €2,057k and the amount of the employer's contribution was €794k. 453 employees (out of 566) subscribed to a 1% capital increase reserved for them. Taking advantage of the possibilities provided by the PACTE law, employees benefited from a 40% discount on the purchase of shares in exchange for 10-year holding commitment.
At December 31, 2020, the Company savings scheme (PEE) held 322,000 shares, i.e. 3.5% of the capital.
FIXED ELEMENT
In the group's longstanding subsidiaries, the fixed component of earnings is paid over 13 months (the extra month paid half in June and the other half in November). Salaries are revised annually, taking into account each individual's development in their function and the cost of living. We pay particular attention to the lower salaries, which are much higher than average for our sector.
At FGinox and Sodeco Valves, the fixed component of earnings is paid over 12 months.
VARIABLE COMPONENT
Since the beginning, Thermador Groupe subsidiaries' profits have been shared with employees. Even before statutory profit sharing, we introducedour own brand of profit sharing in Thermador, the first company created in the group's history. This virtuous practice spread to the other subsidiaries subsequently.
Sharing profits come with the results of the year's work, during which the management teams present the operating accounts of each subsidiary on a monthly basis.
Everybody can understand how the annual result is put together, and what mass of profit sharing will be distributed.
The distribution of that mass is decided by the management team, and takes into account each individual's performance as fairly as possible.
In each subsidiary, the variable profit sharing amount therefore depends on profit, which means there are major differences between the companies of the group. It varies from 1 to 33% of overall earnings. The average for the group is 18% of gross annual salary.
For Jetly, Sferaco and FGinox, i.e. 179 employees, the annual bonus and profit sharing are paid in February of the following year.
For the other subsidiaries, bonuses appear on the December pay slip. They are not subject to any conditions, and are therefore immediately available. On our trading accounts, the wage bill represents around 11.7% of turnover (see table, page 112).
We have always been very transparent on the subject of salaries. In each subsidiary, once a year, we post up all the monthly and annual salaries, including those, of course, of managers. This has the great advantage of limiting the spread of rumours, and means that we all have to show great coherence in decision-making in this area. We are striving to share this good practice with the companies that we have acquired since 2015, whilst leaving them time to prepare for this new practice.
The range of gross salaries in Thermador Groupe is between €21,000 to €311,500 per year (12 months' presence) with an average annual salary of €50,300.
For equivalent positions, men and women with the same training and similar experience earn the same amount.
DEVELOPMENT OF ONE PART OF THE THERMADOR GROUPE FCPE (MUTUAL FUND)
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3.3 OUR APPROACH
IN THE FIELD OF SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
HEALTH AND WELLBEING
Support proposal: E-course & prevention pathway.
Employees enjoying good health and wellbeing are more implicated in the company and will contribute to its competitiveness. Reducing psycho-social risks, muscularskeletal troubles and other risks linked to health at work also contribute to that. These values are important to our group.
HEALTH AND SAFETY
Our directors and managers are constantly attentive to their teams' feedback to improve working conditions. Most of the offices in our subsidiaries are now equipped with acoustic ceilings. We are looking to combine the advantages of open offices, which promote good communication between people, and of controlled sound levels so that everybody can concentrate on their work. A large proportion of our office-based sales staff offices, where they take telephone calls from our customers, are also equipped with acoustic partitions.
On a permanent basis, each warehouse manager is accredited to take immediate decisions to guarantee the safety of teams working in the warehouse. In our profession, it is undoubtedly here that we run the greatest risks of accidents.We pay particular attention to the strict respect of instructions, to flooring quality to limit noise, vibration and dust, to cleanliness, to the condition of fork lift trucks, and to lighting levels inside the warehouses. This results in practical decisions such as:
• choosing LED technology lighting in 6 warehouses representing 59% of warehouse space,
• the decision to own all our handling equipment, which is regularly maintained to ensure safe driving for our logistics people,
• handling equipment with lifting platforms selected to allow our warehousemen/order-preparers to access high picking racks in total safely,
• equipping our elevated handling equipment with cameras,
• training all our logistics teams in safe driving and gestures and postures.
With the publication of 6 new arduous working risk factors on July 1, 2016, we have conducted arduous working studies covering each logistics team task. Repetitive movements have been analysed internally by our teams, using the services in certain cases of the medical services' ergonomics expert. In 2020, we undertook the launch of a new form of postural training for our logistics teams.
We also started equipping our storekeepers with ergoskeletal equipment to combat musculoskeletal disorders (MSDs). In 2020, Sferaco ordered 4 models, 2 for shoulder support (for order picking) and 2 for back support (for receptions).
E-PARCOURS & PREVENTION PATHWAY
A tailor-made programme has been devised with the SQUARECHAMPS team in order to meet the challenges of prevention but also of employees' Quality of Life at Work. After the audit carried out in 9 of our subsidiaries by sports scientist Anaël Aubry, an e-conference will be led by Charles Pagès. The course will come to an end during the first half of 2021, marked by the return of the two speakers.
LOW ABSENTEEISM
Absenteeism in the group's subsidiaries is much lower than the national average.This undoubtedly reflects the good health and excellent motivation of those working there.
In 2020, we injected data from our new subsidiaries, including Ets Edouard Rousseau. This subsidiary, which represented 14.2% of our workforce at 31/12/2020, accounted for 16.7% of the group's days of absence in 2020, 26% of which on maternity/paternity leave.
In 2020, for an equivalent number of accidents as in 2019, we saw a sharp increase in the number of days' absence due to an increase in sick leave not related to the health crisis. It should be noted that 12 of our subsidiaries ended the year without any workplace accidents in 2020, compared to 7 in 2019.
We registered 3 work-related illnesses amongst logistics staff. The figures need to be interpreted according to length of service within these teams. 20% of our logistics employees have been with us for more than 25 years. We manage long careers, meaning we have to continually review our working methods in order to relieve the strain on order preparation and
reception operators.
2020 | 2019 | 2018 | |
Number of days' absence | 6,615 | 5,019 | 3,842 |
% of working time | 4.0% | 3.8% | 3.1% |
Of which sick leave | 73% | 69% | 80% |
Of which maternity or paternity leave | 14% | 16% | 10% |
Of which work related accident or illness | 12% | 14% | 10% |
Absenteeism rate (1) | 3.9% | 4.0% | 3.2% |
Number of work-related accidents | 16 | 16 | 15 |
Number of work-related illnesses | 3 | 0 | 0 |
Accident frequency rate (2) | 13.66 | 17.13 | 17.22 |
Seriousness of accidentss (3) | 0.35 | 0.77 | 0.45 |
(1) number of days' absence in working days / 251 x overall headcount: the calculation includes absence for illness, including work-related illness, work-related and travel-related accidents, maternity and paternity leave.
(2) number of lost time injuries x 1,000,000 / number of hours worked.
(3) number of days lost through work-related accidents or illnesses x 1,000 / number of hours worked.
L.T.I. = lost time injury and W.R.I. = work related illness.
In 2017 each subsidiary took the initiative to submit a questionnaire entitled 'Employee survey on the quality of life at work'. They obviously bought into this new form of expression, given that the response rate was 94%! The exercise was carried out by an inter-subsidiary steering committee and a specialised agency (Optim Resources) and guarantees the anonymity of participants.
A BALANCED DIET
In each of our subsidiaries our employees have the use of a fully-equipped kitchen, meaning they can bring in their lunches and eat according to their various diets. A canteen is also available at a reasonable distance. The employer's contribution is €3.56 per meal. Collective catering allows us to avoid food waste as the service is shared by several companies in the Saint-Quentin-Fallavier business park. Food waste is processed by the collective catering provider.
PBtub's Panier Bio direct: Organic and direct from the producer, home delivered. This is the proposal made to PBtub and Axelair employees for two years now.
QUALITY OF LIFE AT WORK
In total transparency, the results of the employee survey were presented at a general meeting in our subsidiaries. Workgroups were set up to tackle the progress points raised during the survey and to draw up an action plan per subsidiary.
Our subsidiaries FGinox and Sodeco Valves also carried out employee surveys in 2018.
We are planning to repeat this exercise in 2020 and 2021 so as to measure the impact of decisions taken.
In response to employee requests, the subsidiaries have introduced more initiatives to allow them to wind down during breaks: relaxation rooms, table football, table tennis, boule strips, qi gong, Pilates, body balance and yoga, picnic areas, the loan of sun loungers, etc.
Our subsidiary Jetly has a sports hall open to all Saint-Quentin-Fallavier subsidiaries.
Our subsidiaries abound with initiatives throughout the year, helping to liven up the company. This was notably the case of our subsidiary Axelair, which organised a 'Quality of Life at Work Week'.
In the wake of the unusual experience of lockdown, and to onboard new arrivals, Axelair put Quality of Life at Work in the spotlight for a week, from July 20 to 24. It featured a week of activities promoting conviviality, and living and working together.
This was an opportunity to share the 2020 strategy and Axelair's extra-financial performance document (EFPD). On the programme, one theme per day: Positive attitude, Wellbeing / Meditation & relaxation, Environment / Sustainable development, Nutrition & balance, Care. The employees really loved it, and are already asking for weeks like this more often.
A FESTIVE, SPORTY VIBE
In 2020, we were planning to organise a mont Ventoux cycle tour, but Covid-19 put a stop to that team outing. The employees of our subsidiary Sodeco were in serious training for the event, and so on September 25, they organised a 50km tour with 1,000m positive elevation as an alternative to the climb up mont Ventoux.
ARRIVALS AND DEPARTURES
Our group offers stability because it favours permanent employment contracts. Our employee turnover rate remained low at 9.7% in 2020.
2020 | 2019 | 2018 | |
Number of hires on permanent work contracts | 56 | 73 | 80 |
Number of hires on fixed term contracts | 26 | 13 | 21 |
Including recruits over 50 | 2 | 9 | 5 |
Number of departures | 65 | 59 | 64* |
Of which, retirement | 6 | 2 | 3 |
Of which, resignations | 22 | 27 | 27 |
Of which, redundancies | 15 | 13 | 26 |
Of which, end of fixed term contracts | 18 | 17 | 8 |
Recruitment rate | 12.3% | 17.1% | 21.2% |
Departure rate | 9.7% | 11.7% | 13.4% |
Rotation rate | 11.0% | 14.4% | 17.3% |
Average length of service | 9.76 | 8.88 | 8.85 |
Job creation | 25 | 22 | 46 |
* Including 17 departures linked to the sale of Sodeco Sedin, the merger of the Valfit Groupe with Sferaco and the acquisition of the Vortice France business by Axelair. The adjusted departure rate for these exceptional departures is 9.8%.
The rotation rate is defined as the average of recruitment and departure rates:
• Recruitment rate = total number of recruits divided by total headcount;
• Departure rate = total number of employee departures divided by total headcount.
RESPECT FOR THE PRIVATE LIVES OF OUR EMPLOYEES
They are invited to respect working times and not go beyond them. For those who are paid by the day, we check that they do not exceed the working time authorised by law and that they do not misuse remote connections. Implementation of the day-worker allowance through company agreements in ten of our subsidiaries meets our employees' expectations on flexibility of working hours.
Our office-based teams comply with the working patterns of their customers who contact them during office hours by telephone, fax and email for advice, deadlines, price proposals, equipment choices, after-sales service and orders. Our logistics team starts very early in the morning to prepare the early pickups for our transport partners.
Working hours vary from 35 hours per week at Ets E. Rousseau to 40 hours at Sodeco. Elsewhere, our Saint-Quentin-Fallavier based subsidiaries work 37 hours, Brignais 37.5 hours, Valence and Vierzon 39 hours. Under the 35-hour working week law, 2-4 hours per week are paid as overtime.
The number of overtime hours worked in 2020 in the group was 43,321 hours, accounted for primarily by the 2 or 4 extra hours mentioned above. Overtime represented 3.7% of total hours worked.
All part-time positions in the company are chosen by employees who opt for that format.
Following our Quality of Life at Work survey, employees expressed a desire for more flexibility in their working hours, in some cases with recourse to home-working. The Covid-19 crisis led us to propose home-working. Company agreements and home-working charters are currently being drawn up to be able to offer this flexibility to our employees who wish to work in this way.
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3.3 OUR APPROACH
IN THE FIELD OF SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
2020 | 2019 | 2018 | |
Training budget as a percentage of wage bill | 1.63% | 2.67% | 2.21% |
Hours' training | 8,491 | 10,407 | 8,384 |
Number of people trained | 393 | 431 | 318 |
GOOD QUALITY EDUCATION
Training room with a complete circuit at Sferaco in 2020.
Fundamental training and continuous training allow people to adapt more quickly to the world they live in and to company changes and operations; the company is the first to benefit from the practical use of knowledge, know-how and behaviour. Thus, promoting training to upskill the company's employees is a key factor of long-term success (adaptation, competitiveness, efficacy, etc.).
TRAINING AND SKILLS MANAGEMENT
The training budget does not include the cost of time spent (salaries + charges) on internal training.
In 2020, we kept up our training drive and took advantage of a quieter business period to train our teams, of which 60% are non-managers. As a reminder, in 2019, we had trained all the management committees of our subsidiaries, i.e. more than 90 people for a total of 360 hours of training.
EXTERNAL TRAINING
Seminars for the sales team, training for local managers, personal development courses, language training, safety training… we regularly call on outside agencies to maintain and develop the levels of our teams.
As in 2019, we made Ecole de la Bourse online training available to all of our employees under the heading 'The secrets of smart investment in shares'.
INTERNAL TRAINING
We have a huge pool of knowledge internally about our professions, which is passed on by our experts to new arrivals.This is done via chalk-and-talk, practical work, accompaniment, and bespoke written formats. Inter-subsidiary training sessions are also held, particularly for teams working in export.
Finally, Jetly, Sferaco and Thermador have developed training modules for customers in dedicated training rooms, and are officially recognised as a training organisation.
INDIVIDUAL INTERVIEWS
The annual review is a precious moment of exchange to identify expectations in terms of training and upskilling. 84% of employees were able to spend time with their direct supervisor during an annual assessment. This generally takes place during the first quarter.
We do not require managers to fill in standard forms or follow a standard format. We allow them manage their teams according to their preferred practices, and note that some have favoured a permanent dialogue rather than a formal annual review. In addition, and in accordance with the law, all employees have had a professional interview over the last two years.
RECRUITMENT AND INDUCTION
Our subsidiaries pay particular attention when taking new employees on board. Each employee follows an induction programme allowing him/her to discover all the services provided by the company he/she is joining. The programme lasts several weeks. In order to better understand what really goes on in the field, our office-based salespeople and buyers sometimes accompany our travelling sales reps to our customers' premises. In the same way, travelling and office-based salespeople spend a few days with our logistics team preparing customer orders. This process allows each person to understand the constraints faced by other departments in the company to enhance efficiency and mutual respect.
In our subsidiaries we also welcomed 25 sandwich course students and 7 trainees during 2020. This allowed our team to play a role in the training of these young people in a caring, professional environment.
GENDER EQUALITY
Purchasing team meeting, September 2020.
The company is a very important venue for social mixing. Equal treatment has a positive impact at every level of the company, developing each individual's potential and doing away with awkward situations. Gender equality also benefits men by allowing them to be more involved in family life and by combating stereotypes. Also, companies investing in equality have more success, are more efficient organisationally, and report better productivity.
GENDER EQUALITY
At the time of recruitment or during salary reviews, only skill, experience, interpersonal relations, efficiency, creative capacity, discernment, sense of synthesis and commitment are taken into account. On the basis of these criteria, and irrespective of sex, ethnic origin or any other discriminating criteria, employees of Thermador Groupe or its subsidiaries receive similar fixed salaries for directly comparable positions within each company. Also, the vast majority of them can check, given that a salary transparency policy has been in place in all our subsidiaries since Thermador was founded in 1968. This virtuous practice means that each decision-maker thinks carefully before any recruitment or salary increase. Of the companies having joined us recently, Mecafer adopted the same practice at the beginning of 2018. Taking the necessary time to convince managers and employees of its advantages, we fully intend to progressively introduce it at Sodeco, FGinox, Ets Edouard Rousseau, Distrilabo and Thermacome. Since the outset, power has been fairly divided between men and women: women occupy 45% of seats on the Board and 34% of management positions in the subsidiaries, and accounted for 35.7% of the audience in the auditorium during the 'challenges and projects' meeting attended by 112 people on February 4, 2020.
Our three Board committees are chaired by three women, Karine Gaudin (audit committee), Laurence Paganini (earnings committee) and Mathilde Yagoubi (sustainable development committee).
PROFESSIONAL EQUALITY INDEX 20
WITHIN THERMADOR GROUPE SUBSIDIARIES
As part of the September 5, 2018 law on the 'Freedom to choose your career', and in compliance with the decree of January 8, 2019 seeking to erase earnings differentials between men and women, Thermador Groupe and its subsidiaries have calculated their professional equality.
This index, out of 100 points, is calculated on the basis of five indicators:
1 - The earnings differential between men and women.
2 - The individual pay increase rate differential between men and women.
3 - The promotion rate differential between men and women.
4 - The portion of employees having benefited from an increase within the year of returning from maternity leave.
5 - The number of employees of the under-represented gender amongst the ten employees having received the highest salaries.
Score | Score Maximum | |
Indicator 1 - Earnings discrepancy | 37 | 40 |
Indicator 2 - Pay rise discrepancy | 20 | 20 |
Indicator 3 - Promotion discrepancy | 15 | 15 |
Indicator 4 - Return from maternity leave increase | 15 | 15 |
Indicator 5 - Under-represented gender amongst higher salaries | 0 | 10 |
Total | 87 | 100 |
The score of 37/40 obtained on the earnings discrepancy between women and men for compatible socio-professional categories and age group reflects our earnings policies based on skills and not gender.
We got the maximum score on wage increase and promotion gaps: in 2020, 75.6% of women and 75.2% of men in the Thermador Groupe received an increase and 2% of employees, men and women combined, were promoted.
The inclusion of the index on wage increases upon a return from maternity leave in our pay policy since 2019 also got us the maximum 15 points on this indicator.
We scored 0 out of 10 for having only one woman among Thermador Groupe's 10 highest earners, which remains an area for progress. Out of the 20 biggest earners however, there are 6 women.
SALARIES AND PROFIT SHARING
Earnings and individual bonuses are calculated at subsidiary level as are salaries. Information and good-practice sharing between subsidiary managers allow us to ensure overall coherence.
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3.3 OUR APPROACH
IN THE FIELD OF SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
Set-up of Globus (rainwater recovery tank) on a plot of land for a detached house.
3.3.2.2 LIMITING THE ENVIRONMENTAL IMPACTS OF OUR ACTIVITY
CLEAN WATER AND SANITATION
Optimising water consumption and wastewater reduces costs and risks for the company. Treating and recycling wastewater avoids certain taxes and can reduce the amount of water used.
As a distributor specialising in fluid circulation, Thermador Groupe, via its subsidiaries, has developed products that sanitise water and make it useable.
Thermador, Sferaco and Sectoriel offer product ranges to treat hot water. Jetly sells rainwater recovery systems as well as solutions for waste water sanitation and treatment.
As well as its existing ranges, Jetly launched an innovative autonomous sanitation device in 2018 based on lombrifiltration technology which uses earthworms to purify organically polluted wastewater.
The Bioturbat solution was presented at several shows in 2019, and was very positively received by non-collective sanitation specialists. It is being used in pilot facilities and proving very satisfactory both for public works companies for installation and for users whose operations are looked after by Jetly.
So as to make the most of its vast roof area, wh2en0t2h0e Jetly building was built in 2008, it was equipped with a rainwater recovery system.
In 2019, Jetly repaired the rainwater recovery pumping system.
Four of our buildings are ICPE classified facilities for environmental protection. These facilities use drinking water and account for 34.5% of our overall consumption. The 34.5% share increased in 2020 following the initial filling of the sprinkler tanks in the new Dipra building, accounting for 23.7% of our consumption. The new regulations allow us to test water quality. If water quality is satisfactory, there is no need to renew the water in the tanks, enabling us to save water in 2020.
Many of our buildings are equipped with water softeners to improve the quality of water used on our equipment.
75.5
62.8
60.7
Consumption of drinking34.5% water in 2020 75.5 l/m2* of which, sprinklers
34.5%
18
19
20
* total consumption in relation to the surface area of buildings.
The new Dipra building is also equipped with a rainwater recovery system.
A solar (Stratos 4S system) unit for the production of hot domestic water - © Cordivari®.
Thermador Groupe, through its subsidiaries, sells products allowing the use of renewable energies, such as solar.
Thermador sells thermal solar panels and hot domestic water solar panels. The panels, when hooked up to a hot water tank, provide solutions both for production of domestic hot water and water preheating for heating circuits.
USE OF RENEWABLE ENERGIES IN OUR BUILDINGS
In 2018, Thermador Groupe signed a contract for electricity 'of certified renewable origin' (Green Energy) for three years. Nine of our subsidiaries use that contract which provides for 65% of our electricity consumption. Thus, some of the electricity produced from the renewable energy sources that are part of EDF's production capacity were injected into the electricity grid by EDF for nine subsidiaries.
In 2020, we launched a call for tenders for our energy consumption (gas and electricity). The aim was twofold:
- to include all our sites in a certified renewable-energy contract (Green Energy),
- to implement carbon compensation for our natural gas consumption.
Our objectives have been achieved under a new contract with ENI that will apply in 2021.
25.3
23.3
23.4
Electricity consumption in 2020
65% 23.4 kWh/m2*
Share of renewable energy:
65%
* total consumption in relation to the surface area of buildings.
18
19
20
ROLL-OUT OF PHOTOVOLTAIC PANELS IN OUR NEW WAREHOUSES SCI Thely now includes the installation of photovoltaic panels in its building specs as well as a requirement for sites to be self-sufficient thanks to solar energy. This requires additional investments for construction, written down over 10 years.
In 2020, an initial energy audit was performed for our subsidiary Sferaco, with two objectives: to enable Sferaco to comply with the audit obligation and to identify optimisation solutions. The audit is compulsory for companies with a turnover exceeding €50 million or whose workforce exceeds 250 employees.
CONSO ELEC
Following this audit, we launched a study for Sferaco's building for theinstallation of photovoltaic panels. A number of load constraints are involved here, particularly in terms of the resistance of the frames already installed, which we will analyse.
The Stratos 4S solar panel is a compact, high-efficiency domestic hot water system that operates without electricity. Protected from overheating by an ingenious automatic shut-off system, it is also equipped with high-performance insulation, allowing it to be installed in areas with temperatures as low as -20°C. The Stratos 4S solar panel can supply 100% of domestic hot water needs in summer, more than 70% in mid-season and a significant contribution in winter when coupled with another energy source.
PROCEDURE WITHIN THE FRAMEWORK OF THE TERTIARY DECREE In force since October 1, 2019, the tertiary decree supplements the ELAN (Government home improvement and 2d3i.g4it8alisation scheme) law of November 23, 2018. This new decree requires companies to make energy
savings in tertiary buildings of over 1,000 m².
19.22
16.10
The spirit of the law is to encourage collaboration between landlords and tenants and to jointly implement energy saving ac8t5io%ns.
81%
The timetable to be respected is as follows:
58%
The size of our property portfolio requires us to apply this decree. In 2020, we chose a service provider to support us in this process. A first objective will be to communicate consumption data for all the buildings we own. Following the submission of our data, an annual digital certificate incorporating an 'Eco Energie Tertiaire' rating system will be generated. This
rating will enable us to express our approach to reducing consumption in relation to objectives set.
CONSO DECHETS
This tertiary decree is seen within Thermador Groupe as an opportunity to engage in a joint approach between the owner, SCI Thely, and the operational subsidiaries renting the buildings.
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3.3 OUR APPROACH
IN THE FIELD OF SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
Our transversal group Thermavert, February 2020.
RESPONSIBLE CONSUMPTION AND PRODUCTION
Production and forms of consumption are the bread and butter of our companies. Their role is central to achieving this objective. Whatever their activities, they progressively need to face up to dwindling resources and a degraded environment. This phenomenon exposes producers and users of these materials to risks of shortages and cost volatility, as well as constraints in terms of environmental compensation or repair. We need to prepare for these risks and get involved in new forms of production and consumption.
Reducing the use of materials and energy and cutting back on waste production generates savings for purchasing but also in waste treatment.
A COST-EFFICIENCY CULTURE
Thermador started with very limited resources. Careful spending is a virtuous legacy of those early days. This can be seen in the decisions taken by management but also, and more importantly, the responsible behaviour of everybody in the group.
Since our teams are working in small-sized companies, each employee engages personally with it: waste means higher expenses and lower profits. So, we are careful to turn out lights when we leave the office, close windows when the heating is on, re-use paper and use heat (and air conditioning) sparingly.
We install movement detectors and light thresholds to turn electric lighting on and off automatically. And again, to consume less electricity, our IT system uses 159 virtual servers.
POLLUTION CAUSED BY OUR BUSINESS
Our subsidiaries' main business is distribution. Some of them assemble or customise products. These activities do not cause pollution.
Our buildings, the vast majority of which we own, are built in strict compliance with regulations. Before any construction, all the necessary diagnostics are carried out: soil survey, demolition in case of presence of asbestos.
25.3
23.3
23.4
WASTE MANAGEMENT
Our waste is c6o5%nsidered as non-hazardous waste (NHW). We pay particular 61%
36%
attention to the design of our packaging. We entrust this to companies specialising in the recycling of our waste, which is primarily cardboard, paper and wood.
Following a waste audit carried out at Sectoriel, seeking to increase the proportion of waste recycled and raise awareness, it was decided that
18
19
waste sorting would now be carried out at source.
20
Each department, from the warehouse to the motorisation workshop and including the offices, sorts its waste by category, and for each type there is a dedicated skip and processing circuit.
In 2018, an audit of existing service providers led to the selection of a new one according to criteria on the traceability of waste treatment and 100% recycling of our waste. One of our subsidiaries already switched to this new service provider for processing in 2018. Two of our reference service providers for waste treatment are ISO 14001 certified.The aim is to recycle all our waste.
We re-use packaging, either as-is or re-used for chocking products for shipment, after grinding. This has three attributes: less waste, savings on shipment and reduction of plastic packaging.
The materials returned by our customers are sent to factories or entrusted to local scrap dealers who sort brass, copper, aluminium and ferrous metals.
Our IT waste (servers and PCs), as well as old office furniture, is sold on to specialist contractors who reprocess it, or given to charities such as Emmaüs or shelters for the homeless.
23.48
19.22
16.10
23.48 kg
of waste per tonne of products received % recycled
85%
* Excluding Sodeco.
18
19
20
Philippe Arthaud (Jetly) took the initiative to deliver two containers to the Thermador car park to sort glass and plastic waste. These receptacles, taken over by Jetly, are being made available to the subsidiaries for a period of six months with the aim of assessing volumes. They are exclusively reserved for the subsidiaries and not for the personal use of employees. Each company can collect glass and plastic waste in the bins and transfer it to Thermador. In six months' time, the environment group will assess the value of this approach and will keep all employees informed of what happens next.
STRONG COMMITMENT FROM OUR EMPLOYEES
Our Thermavert cross-functional group proposes ways of processing our everyday waste (paper, bottles, food waste, etc.). In 2020, we launched selective sorting for glass and plastic waste at our Saint-Quentin-Fallavier sites (Isère). This action complements the paper sorting carried out in each of our subsidiaries. We installed two receptacles over a six-month period with the aim of assessing volumes. For their part, our subsidiaries have organised the sorting of paper, pens, batteries and ink cartridges.
PRODUCT LIFESPAN
From sourcing to after-sales, our subsidiaries pay particular attention to product lifecycle in their catalogues. The reflection starts as of the design phase - with the help of our suppliers - for the development of repairable products or products that can be recycled. As an example, our subsidiary Axelair highlights its ranges of ducts containing polyester wadding insulation made from recycled plastic bottles (PE+/100% recycling). Many of their products contain recyclable materials, such as high-density polyethylene CMV conduits, which also do not require solvents to glue the layers together. To ensure the reparability of our products, the number of spare parts stocked by our subsidiaries increased sharply, leading to a new way of thinking about the storage of these references which are smaller in size and have lower stock turnover than our usual products. We use mechanised towers to optimise the storage area used and also to reduce the time warehouse staff spend moving around.
We also work closely with our suppliers to provide exploded views of products to quickly identify faulty parts and to be able to propose a replacement solution. This data is all computerised and made available to our customers via our websites.
Finally, after-sales and repair departments have been supplemented and modernised, in particular with the opening up of an e-after-sales website at Mecafer, a doubling of positions in Dipra's workshop and an increase in surface area dedicated to repair workshops in our warehouses.
INVENTING THE FORMS OF CONSUMPTION OF THE FUTURE ALLOWS US TO GET A HEAD START ON OUR COMPETITORS AND FUTURE REGULATIONS
Some of our subsidiaries sell products that preserve natural resources: rainwater recovery systems, accessories for heat pumps, solar systems, wood or calorie-count boilers, low-electricity-consumption class A pumps, hydraulic balancing valves for perfect distribution of hot and cold in office buildings, connected water meters, taps equipped with water savers and dual-flow ventilation systems.
Thermador markets hot water production tanks specially designed for operation with air-to-water heat pumps. This solution, patented by our partner Cordivari®, optimises the use of the heat pump while providing maximum energy savings and instant user comfort compared to conventional solutions.
© Cordivari®.
Jetly markets a range of Esybox line pumps that provide comfort and water savings thanks to variable speed motor technology. These pumps, designed and manufactured by DAB® are intended for domestic and residential use. The Esybox incorporates all current intelligent technologies for overpressure: self-priming pump, control and protection of the motor by variable speed drive, simple installation and configuration. Thanks to speed variation, an Esybox booster can achieve energy savings of between 30% and 50% over one year of operation.
All this reflects the acceleration in the development of eco-responsible products in the product ranges distributed by our subsidiaries. We meet user demand and work on the transformation of our markets with lower footprint products.
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3.3 OUR APPROACH
IN THE FIELD OF SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
The RUBAN public transport network offers a rental service for electrically-assisted bikes.
ACTION ON CLIMATE CHANGE
Conscious of the greenhouse gas emissions generated by our activities, energy usage and transport, we have been taking a close look at our carbon footprint.
In 2017, we were chosen from amongst 30 SMEs and mid-tier firms worldwide to be accompanied in the transition to the low carbon economy. A firm of specialised consultants in low-carbon project management helped us in counting and assessing our greenhouse gas emissions. We placed governance of the climate topic at the very top of the organisation chart of our company. This approach allowed us to draw up our five year greenhouse gas reduction plan through to 2022.
The main carbon challenge for Thermador Groupe is the environmental performance of the product itself. The second challenge is transport and therefore the choice of service providers.The question of energy consumed on the site is a secondary one, but could be the subject of very targeted energy efficiency campaigns.
Direct emissions from fixed combustion sources in 2020 | |||
Fuel | Quantity consumed | Emission factor | Emissions in equivalent tonnes of CO2 |
Natural gas | 2,724,642 kWh PCS and 2,454,632 kWh PCI | 0.204 kgCO2e / kWh PCI (combustion) | 501 |
Domestic fuel oil | 8,469 liters | 2.68 kgCO2e / liter (combustion) | 22.7 |
We continued this work with our greenhouse gas emission audit. This audit concerns all companies in the consolidation scope. We measured direct emissions linked to our business corresponding to scopes 1 and 2 of the regulations.
Direct fugitive emissions in 2020 | |||
Refrigerant fluid | Quantity emitted into the atmosphere | Emission factor | Emissions in equivalent tonnes of CO2 |
R410a | 8.5 kg | 1,924 kgCO2e per kg of fluid | 16.35 |
Direct greenhouse gas emissions from on site primary energy combustion were estimated at 524 tonnes of CO2 equivalent in 2020.
The Dipra building was demolished and then rebuilt with greater energy efficiency. Better insulation with radiant panels for heating and air conditioning offers a good compromise between comfort and energy efficiency. We have added rainwater recovery tanks for sanitary water and are awaiting the installation of photovoltaic panels.
Indirect emissions linked to electricity consumption in 2020 | ||
Electricity consumption (kWh) | Emission factor | Emissions in equivalent tonnes of CO2 |
2,397,668 | 0.0599 kgCO2e / kWh in France 0.4200 kgCO2e / kWh in Europe | 195 |
At the same time, efforts continue in the field of good practices shared by the Thermavert group: switching off lights, PCs and printers in the evening and at weekends, and closing shutters to limit energy loss from buildings.
DIRECT EMISSIONS LINKED TO EMPLOYEE TRAVEL
Our itinerant sales people do not have company fuel cards. When they use their vehicles for business travel, they are reimbursed according to a scale. It is in their interests to drive economically. When they rent vehicles, they are limited to small models that consume less fuel. Also, we ask all group employees to live within 50 km of Head Office.
Inter-subsidiary travel for those based in Saint-Quentin-Fallavier is performed most often on foot or on electric bicycles. Three of our subsidiaries have video conferencing systems to reduce travel.
Our company canteen is less than one kilometre from our subsidiaries based in Saint-Quentin-Fallavier. It is managed by a single service provider. For the past 5 years, our subsidiaries have been involved in an annual regional challenge designed to promote all alternatives to private cars (cycling, walking, public transport, car sharing, etc.) and encourage virtuous behaviour. Eleven of our subsidiaries have taken part in this challenge with a participation rate above 80%.
Through our subsidiaries, those employees who so wish can recharge their electric vehicle at a modest cost using green energy (non-nuclear).
As part of the work of the Thermavert group, we worked with the CAPI (Communauté d'Agglomération Porte d'Isère) to draw up a mobility plan. Our employees answered a questionnaire to list the actions that could be implemented to reduce the carbon footprint of home-to-work trips. Possible solutions included the development of car-sharing, greater use of public transport and home-working. All these options will be studied in order to offer our employees suitable solutions.
DIRECT EMISSIONS LINKED TO THE TRANSPORT OF MERCHANDISE
Our goods are primarily transported by road and by sea. Our highly concentrated logistics organisation allows our haulier partners to optimise pick-ups from our premises.
This means extremely low shipment costs for our customers comparatively within our profession.
Upstream, again, our volumes and stocks are sufficiently large to optimise merchandise transport. Fuel consumption per product is kept as low as possible.
COMMITMENT TO OUR TRANSPORT PARTNERS
Seven of our transport partners have signed up to the ADEME's (environmental protection agency) voluntary commitment charter and its CO2 objectives. The signatory partners account for 89% of the tonnage shipped. Firstly, they all completed a CO2 audit and then defined an action plan to reduce their emissions. Each year they send a report on their actions to the ADEME.
Direct emissions from mobile thermal engine sources in 2020 | ||
Number of km | Emission factor | Emissions in equivalent tonnes of CO2 |
2,829,265 | 0,151 kgCO2e / vehicle km (combustion) | 427,2 |
This commitment is valid for a period of three years. Ten of our partners have ISO 14001 certification and represent 78% of tonnage shipped.
Heppner transport company.
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
Electric charging station and hybrid car at Sodeco.
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3.3 OUR APPROACH
IN THE FIELD OF SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
Insect hotel at PBtub.
DEVELOPING BIODIVERSITY AROUND OUR SITES
As a company, we are directly or indirectly concerned by biodiversity through our economic activities.
Five of our sites: PBtub, Sectoriel, Jetly, Dipra and Sferaco have performed environmental APIE studies (Association Porte de l'Isère Environnement). We have decided to apply all APIE's recommendations to promote biodiversity in the environment surrounding buildings occupied by our subsidiaries. This represents 32,800 m² of green space on Saint-Quentin-Fallavier sites. 206 species have been inventoried.
Recent projects: passage reserved for small fauna through fences, the planting of hedges serving as a refuge for numerous species, the planting of fruit trees, a field of flowers and herbs, the removal of invasive species, the installation of a birds' nest and an insect hotel.
At Sectoriel, two hives appeared on the roof of the building in April 2017. Green spaces have been planted with a focus on local species, nectar plants and a small orchard.
At the logistics depot in Corbas in early July, the team noticed a swarm of bees under a loading bay, and set out to find someone who could gather them in without the risk of killing them. On the advice of a specialist in 'disinsectisation', FGinox contacted an beekeeper enthusiast, who arrived on site in less than ten minutes and was able to recover them without difficulty. They were placed in quarantine, in order to detect possible diseases and allow the Queen to lay again. Once the quarantine is over, the bees will be given to local beekeepers. Protect our precious bees! Do the right thing for the environment!
Sectoriel rents sheep from Ouessant for green space upkeep. This action has both an ecological objective, to favour eco-grazing over thermal shearing, and a social one, as it has been shown that the presence of animals in the workplace brings relaxation.
A Dipra employee has also followed a training course entitled 'Reconciliation of biodiversity and economic working areas'. This training course enabled participants think more deeply about the Dipra building's green spaces and gave rise to a biological pond project.
After ecological developments on our various sites, we noted the presence of more than ten wild orchid plants in May and June on the Thermador, Jetly, Pbtub and Syveco sites. The flowers of this species are protected and rare (photo: the ophrys bee).
Code of Good Conduct signed by Thermador employees.
3.3.2.3 ACTING ETHICALLY AND RESPONSIBLY
PEACE AND JUSTICE
Peace and rule of law, framed by rules and effective justice creates a favourable context for public and private economic actors by providing the right framework for fair competition, the ability to innovate, be entrepreneurial and develop business. The elimination of corruption improves a company's image and its room for manoeuvre to support economic development and contribute to achieving sustainable development objectives.
RESPECT FOR HUMAN RIGHTS
Since the group subsidiares identified as part of the scope are in France and Belgium, respecting French and Belgian regulations is sufficient to ensure the promotion and respect of fundamental international labour organisation provisions (ban on child labour, freedom of association, elimination of forced labour, etc.).
GOOD CONDUCT CODE
Our code of good conduct has been translated into five languages. The code was presented to each subsidiary at general meetings. The staff representative bodies were also consulted in our subsidiaries as to the adoption of the code. Our subsidiaries have made reference to the code of conduct in their in house rules. Our customer and supplier partners have been informed of the existence of this code of conduct and have been asked to respect it in our business dealings with them.
THE SAPIN 2 ANTI-CORRUPTION LAW
In 2020, we continued to implement our anti-corruption measures.
Our group has a gifts and invitations policy and a donations and sponsorship policy. We have completed a risk-mapping exercise covering all our activities. This will be presented to our audit committee in July 2021 and to our Statutory Auditors.
The review of accounting entries was carried out by an external firm using a digital tool. This enabled us to identify the most sensitive accounts and the types of entries upon which our analysis should focus.
The training of our exposed employees was one of the main topics in 2019. In 2020, we selected a digital platform that allows us to put online our questionnaire processed accoring to the Middlenext anti-corruption working group. This tool is intended for our non-exposed employees.
As for disciplinary sanctions, they were established in the context of alertscommunicated to us when necessary. Our ethics committee met twice during the year to discuss the handling of alerts which have been fully escalated through the hierarchical chain of command.
STOCK MARKET CHARTER AND RESPECT OF 'MARKET ABUSE REGULATION'
In keeping with our policy of transparency, each employee of Thermador Groupe or its subsidiaries, whatever their level of responsibility, has occasional or permanent access to classified information. Consequently, all employees have signed a stock market charter detailing their duty of confidentiality and the conditions governing Thermador Groupe share sales and purchases, in line with European 'market abuse regulations'. The charter is also presented in the form of a graph to make it easier to understand.
INTRODUCTION OF THE GENERAL DATA PROTECTION REGULATION (GDPR)
This regulation, in force since May 2018, governs the processing of data from citizens of all European Union countries. All organisations must now ensure optimal protection of data at all times, be able to show it by documenting their conformity and explain their reasons for collecting and keeping personal data.
So as to respect this rule in our group, several actions have been introduced. Adeline Porcher has been appointed DPO (Data Protection Officer). The group has also commissioned an audit from an outside agency which mapped our personal data processing activities, and has written records of processing activities to be adapted to each subsidiary.
In 2019, the work of formalising our processing registers, reviewing our terms of sale and drafting the data policy was done. The deployment of this processing register and subcontractor compliance verification continued in 2020.
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3.3 OUR APPROACH
IN THE FIELD OF SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
SUPPLIERS
The directors of the group are responsible for relationships with our suppliers. Our way of working can be summarised in a few simple principles:
• We work with a medium or long term vision.
• We are transparent with our suppliers, and tell them clearly what we expect of them.
• Price is not the only criterion of supplier selection.
• We pay close attention to their long-term existence, the quality of the products and services they propose, their transparency, commercial policies and reactivity.
We visit production sites ourselves which allows us to check that our suppliers' employees are well treated.
CO-CONSTRUCTION WITH LOCAL ACTORS (MUNICIPALITY, PREFECT, DREAL, ETC.)
Our buildings are constructed according to the standards and recommendations laid down by DREAL (regional environment and housing agency). All the necessary pre-demolition soil and material analyses are performed prior to new construction for our subsidiaries.
CONTRIBUTION TO THE LOCAL ECONOMY
We employ 450 people living for the most part in the Auvergne-Rhône-Alpes region. Our buildings are regularly maintained and have a very attractive appearance. With the local authorities and local neighbourhoods, we maintain cordial and constructive relationships. We very regularly work with local companies: transport, architecture, masonry, public works, finishing works, IT, canteen, health insurance, worker reintegration centre (ESAT).
CONTRIBUTION TO UPGRADING REGULATIONS IN OUR BUSINESS FIELDS
The managers and their teams are active in the professional unions present in our fields of activity. We are thus present in six unions: INOHA,
ADFRI, COCHEBAT, FNAS and IFEP (Industriels Français de l'Eau de Pluie).
We would particularly like to highlight the involvement of PBtub and Thermacome. Our two subsidiaries are active members of COCHEBAT, respectively as treasurer and chairman.
COCHEBAT is a national federation bringing together most of the players in the field of low-temperature radiant surfaces and hot and cold water distribution. The union's primary concern is to enhance product and solution quality deliver an excellent level of comfort, consume little energy, preserve air quality and free up living space. The union also contributes to product life cycle and carbon impact analysis by making Environment and Health Product Declarations (FDES) available.
OUR DONATION AND SPONSORSHIP ACTIONS
Actions initiated by our subsidiaries
In 2020, group subsidiary donations totalled €39,000. Each subsidiary is free to choose its own donation policy.
A donations and sponsorship policy has been drawn up at Thermador Groupe level. Some of our subsidiaries have drawn inspiration from it.
Thermador has applied this policy by distributing its donations according to three criteria: developing countries, medical research and training. Four associations chosen by the employees have been supported by Thermador. This list is reviewed every year, which allows employees to be fully involved. Sferaco also has its employees on board. They are invited to pass on the name of an association in which they would like their company to participate. The only obligation set by the management is that the employee must have some involvement in the chosen association, either through voluntary work or donations.
The management gives the floor to a member of one of the chosen associations once or twice per year at one of the monthly general meetings to talk about it.
Sectoriel has selected three associations around two causes: the homeless and cancer research.
Beyond financial donations, our teams are committed to solidarity operations, under the impetus of Jetly's marketing team: Eric Garot, Pierre Palmero and Victoire Lacome-Rigobert, all the Thermador Groupe subsidiaries in Saint-Quentin-Fallavier helped with collections for 'Restos du Cœur' in the week of December 7th. 600 kg of products were collected. We would like to thank the 'Restos du Cœur' centre in Villefontaine and all the employees who took part.
Social action initiated with the Apprentis d'Auteuil
Social action has been initiated at group level with the Apprentis d'Auteuil, a national association recognised as being of public utility which, among other things, enables young people facing hardship to build a real project for the future by offering them several support solutions and training to facilitate their socio-professional integration.
However, the proposals for action drawn up with the association and listed in the DEU 2019 (see page 74) could not be carried out because of the health crisis.
But we donated the end-of-year bonus from Air France (for 2019 travel)
to the Lycée Professionnel Jean-Marie Vianney at la Côte-Saint-André
(38260) to help the school fund a project to reduce its carbon footprint. The school has chosen to use the donation of around €4,300 to buy an electric scooter to make it easier for young people to get around.
In addition, several Saint-Quentin-Fallavier subsidiaries have paid their apprenticeship tax to this same high school.
CREATING AND MAINTAINING QUALITY EMPLOYMENT IN FRANCE Experience has shown us, even very recently, that our employees are strongly attached to their region of residence. As our priority is to ensure their loyalty, we respect their regional roots. Thus, of the group's 668 employees, 603 live in France, 39 in Belgium, 3 in the Netherlands, 1 in Germany, 1 in Hungary, 12 in Spain and 9 in China. In France, our physical locations are in Saint-Quentin-Fallavier, Valence, Vierzon, Etigny, Saint-Maur-des-Fossés, Bischheim and Saint-James. This diversity is the result of our recent acquisitions, which were very often made possible by our commitment to respect employees' attachment to their region of origin. In 2020, our companies created 24 new positions in France.
Waste prevention and management.
3.4 CROSS-REFERENCE TABLE
FOR THE EXTRA-FINANCIAL PERFORMANCE STATEMENT
Theme
Correlation with the Universal Registration Document
Presentation of our business model Presentation of our major Corporate Social responsibility risks and challenges
• The five risks and opportunities.
• Our approach to a societal and environmental responsibility / devolved governance structure.
Our business model.
• Our ecosystem.
Description of our approach to societal and environmental responsibility
Measures taken in favour of equality between men and women.
Total headcount and distribution of employees by sex, age and geographic zone. Recruitment and redundancy.
Earnings and earnings growth. Organisation of working time. Absenteeism.
Health and safety conditions at work.
Work-related accidents, in particular frequency and seriousness, as well as work-related illnesses. Organisation of social dialogue, in particular staff information and consultation procedures and negotiation therewith.
Reviews of collective agreements, particular in the field of health and safety at work. Policies implemented in terms of training, in particular environmental protection. Total number of training hours.
Measures taken in favour of employment and integration of disabled people.
Anti-discrimination policy.
ODD* Pages 51-52
53-56
57-74
8 59-60
3
63
8
61
3
63
3
62
3
62
3
62
8
4 60 & 64
3
62
4
64
4
64
5
65
55 60 & 65
8
60
The impact of the company in terms of employment and local development. The impact of the company's business on local or neighbouring populations.
Organisation of the company to take environmental issues into account, and where applicable, approaches adopted to assess or certify in the environmental field.
Resources dedicated to the prevention of environmental risks and pollution.
Scale of risk provision and guarantee in the environmental field, on condition that this information is not seriously detrimental to the company in a current dispute.
Prevention, reduction or resolution of measures for rejects in the air, water and ground seriously affecting the environment.
Taking into account any other form of pollution that is specific to an activity, and in particular sound and light pollution.
Sustainable use of resources.
Use of ground.
Items that are substantial greenhouse gas emission generators because of the company's activity, in particular on account of the use of the goods and services it produces.
Relations with stakeholders in society and how dialogue works. Partnership or sponsorship actions.
Taking social and environmental challenges into account in the purchasing policy.
15 16
74
16
74
16 16
74
74
12
69
A) Promotion and respect of the provisions - Respecting the freedom of association and the right to collective bargaining, of the fundamental conventions of the - Eliminating discrimination in terms of employment and professions,
- Eliminating forced or compulsory work,
- Effective abolition of child working.
* SDG: Sustainable Development Goals. ** Not applicable. *** Not available.
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
16
73
16 5
73 65
16 16 16
73 73 73
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3.5 SUMMARY OF INDICATORS
The information presented below concerns consolidated companies of Thermador Groupe on December 31, 2020.
Changes to reporting scope and calculation methods and new indicators in 2020 mean that we cannot always make a pertinent comparison between 2020 data and those of 2019 and 2018. These changes are mentioned and specified in the indicators each time they appear to help understanding.
The reporting approach for 2020 was specified and detailed via a CSR (Reporting Corporate Social Responsibility) memo for the collection of the quantitative and qualitative information required. It allowed us to define calculation methods for each indicator in order to ensure data consistency.
External verification process
The social, environmental and societal information published in this extra-financial performance statement has been verified by an independent third-party organisation, in order to issue an opinion on:
- Compliance of the Declaration with the provisions of Article R.225-105 of the French Commercial Code;
- The sincerity of the information provided pursuant to 3° of I and II of Article R.225-105 of the French Commercial Code, i.e. the results of policies including, key performance indicators and actions relating to key risks.
The nature of the work carried out and the conclusions are set out in the paragraph 'EFPD statement'. on page 78.
2020 | 2019 | 2018 | Pages | |
Governance data | ||||
Compliance with a code of governance | Middlenext | Middlenext | Middlenext | 28 - 57 |
Number of independent directors | 5 | 5 | 5 | 28 - 57 |
Percentage of independent directors | 45.5% | 45.5% | 45.5% | 28 - 57 |
Proportion of women on our Board of Directors | 45.5% | 45.5% | 45.5% | 65 |
Employee representative director | 1 | 1 | 1 | 60 |
Attendance of Board members | 96.90% | 96.10% | 96.40% | 32 |
Audit committee | YES | YES | YES | 33 - 65 |
Earnings committee | YES | NO | NO | 34 - 65 |
Sustainable development committee | YES | NO | NO | 50 - 57 - 65 |
Transparency on the earnings of Thermador Groupe CEOs and deputy CEOs | YES | YES | YES | 35 |
Declaration of the earnings of Thermador Groupe CEOs and deputy CEOs | YES | YES | YES | 36 |
Equity ratio (median wage) | 37 | |||
Ethics | ||||
Ethics committee | YES | YES | YES | 73 - 87 |
Number of alerts/warnings | 5 | 2 | 0 | 33 - 73 |
Donation amounts, including amounts paid for carbon offsets | €39,384 | €51,740 | €30,097 | 74 |
Employment data | ||||
Headcount according to gender | ||||
Percentage of women | 34% | 31% | 31% | 59 |
Percentage of men | 66% | 69% | 69% | 59 |
TOTAL NUMBER OF EMPLOYEES (EXCLUDING TEMPS) | 668 | 503 | 476 | 59 |
Workforce by geographical area | ||||
France | 90% | 91% | 92% | 59 |
Outside France | 10% | 9% | 8% | 59 |
Headcount per contract type | ||||
Permanent contract (CDI) | 649 | 493 | 464 | 59 - 63 |
Temporary contract (CDD) | 19 | 10 | 12 | 59 - 63 |
% of permanent contracts (CDI) | 97% | 98% | 97% | 59 - 63 |
Number of temp hours | 74,642 | 51,902 | 56,411 | 60 |
As a % of the number of hours worked | 6.4% | 5.6% | 6.5% | 60 |
Distribution between recruitments and departures | ||||
Recruitments | 82 | 86 | 101 | 63 |
- of which, jobs created in France | 24 | 22 | 46 | 63 - 74 |
- of which, jobs created outside France | 1 | 63 - 74 | ||
Departures (excluding end of fixed-term contracts and retirement) | 41 | 40 | 53 | 63 |
Diversity | ||||
Women in management positions (in %) | 34% | 35% | 37% | 52 - 59 - 65 |
Men in management positions(in %) | 66% | 65% | 63% | 52 - 59 - 65 |
Employees with disability status (in number) | 12 | 5 | 7 | 60 |
Training | ||||
Training budget as a % of the wage bill | 1.63% | 2.67% | 2.21% | 64 |
Number of employees having attended at least one training session during the year | 393 | 431 | 318 | 64 |
- of which, managers (in %) | 40% | NA | NA | 64 |
- of which, non-managers (in %) | 60% | NA | NA | 64 |
Number of training hours | 8,491 | 10,407 | 8,384 | 64 |
Number of work-study students, apprentices and trainees present during the year | 25 | 13 | 14 | 64 |
2020 | 2019 | 2018 | Pages | |
Employee loyalty | ||||
Average salary | €50,337 | €51,503 | €50,727 | 61 |
Variable/fixed part | 18% | 17% | 19% | 61 |
Number of employees benefiting from profit-sharing or incentive agreements | 179 | 179 | 166 | 61 |
Share of employee share ownership | 9.0% | 8.7% | 8.6% | 42 - 61 |
Staff rotation | 11.10% | 14.40% | 17.30% | 63 |
Average length of service (in years) | 9.76 | 8.88 | 8.85 | 52 - 63 |
Health: % of absences not related to the health crisis | ||||
Due to sick leave | 74% | 69% | 80% | 62 |
Due to maternity or paternity leave | 14% | 16% | 10% | 62 |
Related to accidents at work and commuting accidents | 6% | 14% | 10% | 62 |
Link to work-related illnesses | 6% | 62 | ||
AVERAGE ABSENTEE RATE FOR THE GROUP | 3.90% | 4.00% | 3.20% | 62 |
Social dialogue | ||||
Number of subsidiaries with CSEs/IRPs | 10 | 10 | 3 | 60 |
Percentage of employees represented by an employee representative body | 76% | 74% | 26% | 60 |
Number of company agreements signed | 11 | 7 | 3 | 63 |
Societal data | ||||
% of our purchases from ISO 9001 certified suppliers | 55% | NA | NA | 52 |
% of our purchases from audited suppliers in 2020 | 14% | NA | NA | 52 |
Number of customers who responded to a satisfaction survey | 383 | NA | NA | 74 |
Number of ISO 9001-certified subsidiaries | 4 | 3 | 3 | 52 |
% of turnover generated by these ISO 9001 subsidiaries | 28% | 16% | 18% | 52 |
Environmental data | ||||
CSR governance within the group | ||||
Number of people on the CSR committee | 39 | NA | NA | 58 |
Number of people in the Thermavert cross-functional group | 21 | NA | NA | 57 |
Biodiversity | ||||
Number of m² of green spaces under FIPA collaboration | 32,800 | NA | NA | 72 |
Number of species logged | 206 | NA | NA | 72 |
Energy consumption in relation to the surface area of buildings | ||||
Water (in L/m²) | 75.5 | 60.7 | 62.8 | 66 |
Gas consumption (in kWh/m²) | 26.6 | 28.5 | 23.8 | 70 |
Electricity consumption (in kWh/m²) | 23.4 | 23.3 | 25.3 | 67 - 70 |
Proportion of LED lighting in our buildings (in % of m²) | 59% | 48% | 22% | 57 - 62 |
Share of electricity consumption in 'Renewable energy option' | 65% | 61% | 36% | 67 |
TOTAL ENERGY CONSUMPTION (IN KWH/m²) | 50.1 | 51.8 | 49.1 | 70 |
Scope 1 direct emissions (in tonnes of CO2 equivalent) | ||||
Emissions due to company vehicle travel (per vehicle) | 427 | 359 | 349 | 71 |
Emissions from burning natural gas on site | 501 | 428 | 373 | 70 |
Emissions from burning domestic fuel on site | 23 | 25 | 8 | 70 |
Emissions from refrigerants | 16 | 70 | ||
TOTAL SCOPE 1 (in TEQ CO2) | 966 | 812 | 730 | 70 - 71 |
Scope 2 indirect emissions (in tonnes of CO2 equivalent) | ||||
Emissions due to the purchase of electricity | 195 | 158 | 171 | 70 |
TOTAL SCOPE 2 (in TEQ C02) | 195 | 158 | 171 | 70 |
Scope 3 other indirect emissions (in tonnes of CO2 equivalent) | ||||
Emissions due to professional travel (rental cars, planes, trains) | 48 | 217 | 171 | 70 |
TOTAL SCOPE 3 (in TEQ CO2) | 48 | 217 | 171 | 70 |
Activity-related waste | ||||
Activity-related waste (in kg /tonne of products received) | 23.48 | 19.22 | 16.10 | 68 |
Non-hazardous industrial waste | 100% | 100% | 100% | 68 |
Hazardous industrial waste | 0% | 0% | 0% | 68 |
TOTAL INDUSTRIAL WASTE (IN TONNES) | 946 | 676 | 557 | 68 |
% of waste sent to a recycling solution for recovery | 85% | 81% | 58% | 68 |
NA = not available. |
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3. EXTRA-FINANCIALPERFORMANCESTATEMENT
3.6 CERTIFICATE OF EXTRA-FINANCIAL
PERFORMANCE STATEMENT
THERMADOR GROUPE SA - REPORT FROM THE VERIFICATION AGENCY - FINANCIAL YEAR ENDED DECEMBER 31, 2020
Dear shareholders,
Further to the request made by THERMADOR GROUPE SA and in our capacity as an independent third party body whose accreditation was accepted by COFRAC under N° 3-1081 (available on the websitewww.cofrac.fr), we present herewith our report on the consolidated social, environmental and societal information presented in the management report drawn up for the financial year ended December 31, 2019 in application of article L.225-102- 1 of the French Companies Act.
RESPONSIBILITY OF THE ENTITY
It is the Board of Directors' duty to draw up a Declaration in compliance with legal and regulatory provisions, including a presentation of policies introduced in light of these risks, and the results thereof, which should feature key performance indicators.
The Declaration was drawn up in compliance with the reference set used (hereafter referred to as the 'Reference Set') per entity, the key elements of which can be provided upon request by the company's headquarters.
INDEPENDENCE AND QUALITY CONTROL
Our independence is defined by the provisions outlined in article L. 822-11-3 of the commercial code and the ethical code of the profession. Also, we have introduced a quality control system which includes documented policies and procedures to ensure that ethical rules, professional doctrine and applicable legal and regulatory texts are respected.
RESPONSIBILITY OF THE INDEPENDENT THIRD PARTY BODY
On the basis of our investigations, we have formulated an opinion and explained it, and our conclusion is one of "moderate assurance" as to:
• the compliance of the Declaration with what article R.225-105 of the commercial code requires;
• the sincerity of the information provided in application of part 3 and I and II of article R. 225-105 of the commercial code, i.e. the results of policies, including key performance indicators, and actions relating to main risks hereafter referred to as "information". However, we are not required to pass any judgment on:
• the entities' respect of other applicable legal and regulatory provisions, in particular in terms of vigilance plans and the fight against corruption and tax evasion;
• the compliance of products and services to applicable regulations.
NATURE AND SCOPE OF WORKS
We have carried out our work according to applicable standards in France determining the conditions under which the independent third party body carries out its mission, and the international standard ISAE 3000.
Our works were performed between December 14, 2020 and February 18, 2021, taking approximately 6 man days.
We held eight interviews with those responsible for the Declaration.
We carried out our investigation allowing us to assess the compliance of the Declaration to regulatory provisions and the sincerity of the "information":
• we learned about the business activity of all the companies that are part of the consolidate scope, information about the major social and environment related risks linked to this business, and the effects as to their respect of human rights and the fight against corruption and tax evasion, as well as the resulting policies and their results;
• we assessed the appropriateness of the reference set in respect of its suitability, exhaustive nature, reliability, neutrality and clarity, and where applicable, taking into consideration good practices from the sector;
• we checked that the Declaration covers each category of information as required in point III of article L. 225 102 1 in terms of social and the environment, as well as respect for human rights and the fight against corruption and tax evasion;
• we have checked that the Declaration includes an explanation of the reasons for the absence of the information required by the second paragraph of III of Article L. 225-102-1;
• we checked that the Declaration presents the business model and main risks linked to the business of all the entities included in the consolidation scope, including, when pertinent and proportionate, those risks created by its business relationships, products or services, as well as policies, actions and results including key performance indicators;
• when applicable in respect of the main risks or policies presented, we checked that the Declaration presented the information required in section II of article R. 225-105;
• we assessed the selection and validation process for the main risks;
• we enquired as to the existence of internal control procedures and risk management introduced by the entity;
• we assessed the coherence of the results and key performance indicators chosen in respect of the main risks and policies presented;
• we checked that the Declaration covers the consolidated scope, i.e. all the companies included in the consolidation scope in compliance with article L. 233-16;
• we assessed the collection process introduced by the entity with a view to exhaustiveness and sincerity of information;
• or the key performance indicators and other quantitative outcomes that we considered the most important, we implemented:
• analytical procedures to check the correct consolidation of data collected as well as the coherence of their use;
• detailed tests on the base of sampling,to check the proper use of definitions and procedures and matching up data and documents. This work was carried out with a selection of contributing entities1 and covering between 21 and 100% of the consolidated data of key performance indicators and results selected for those tests2;
• we consulted documentary sources and held interviews to corroborate what we considered the most important qualitative information (actions and results);
• we assessed the overall coherence of the Declaration according to our knowledge of all the companies included in the consolidation scope.
We feel that the work that we carried out in exercising our professional judgment allows us to conclude 'moderate assurance'; a higher level of assurance would require more extensive verification works.
Because of the use of sampling techniques and other constraints inherent to the function of any information system and internal control, the risk of non-detection of a significant anomaly in the Declaration cannot be totally eliminated.
CONCLUSION
On the basis of our investigations, we did not find any significant anomaly which could call the Declaration of extra-financial performance into question and suggest that it did not comply with applicable regulatory provisions, and that the overall information is presented in a sincere way in compliance with the reference set.
Lyon, on February 19, 2021
1 Jetly, Sferaco, Thermador, Syveco, Rousseau.
FINEXFI Isabelle Lhoste
Associée
2 Indicators checked: Our staff, Temporary workers, Disabled workers, Variable pay, Access to health, Recruits - Departures, Respect for employee privacy, Training and skills management, Access to clean water and sanitation, Use of renewable energy for our buildings, Understanding the economy, Fight against climate change, Direct emissions linked to employee travel, Developing biodiversity around our sites, Creating and maintaining quality jobs in France.
4. RISK
MANAGEMENT
4.3
Internal control
86
4. RISKMANAGEMENT
4.1 | Risk factors | 80 |
4.2 | Insurance and coverage | |
of risks | 85 |
4.1 RISK FACTORS
The company performed a review of risks potentially having a substantial unfavourable impact on its business, financial situation and profits. The different risks are classified according to their potential impact and probability of occurrence. This risk mapping reflects Thermador Groupe's exposure and therefore includes control measures introduced so as to limit probability and impact.
Impact of risks
High
Dependency o housing marke Temporary eco in the wake of | n the cyclical ne t in France nomic blockage a pandemic | w-build Euro excha | -Dollar nge rate | Difficulties recently-ac companies | integrating quired |
Temporary b and Italian | lockage of th economies | e Chinese | Concentra of major c | tion ustomers | |
Loss of kno and recruit | wledge ment difficulti | esUnforeseen | in the DIY | market | |
weather Dependency on the domestic market | |||||
Emergen of e-com giants in | ce merce | ||||
our field | s |
Probability indices
High
Ranking of risks
4.1.1. RISKS LINKED TO THE BUSINESS Unforeseen weather
Dependency on the cyclical new-build housing market in France Concentration of major customers in the DIY market Dependency on the domestic market
Emergence of e-commerce giants in our fields
4.1.2 OPERATIONAL RISKS
4.1.3 EMPLOYMENT RISKS
4.1.4 FINANCIAL RISKS
4.1.5 GEOPOLITICAL RISKS
4.1.6 PANDEMIC RISKS
Difficulties integrating recently acquired companies Loss of knowledge and recruitment difficulties Euro-Dollar exchange rate
Temporary blockage of the Chinese and Italian economies Temporary economic blockage in the wake of a pandemic
4.1.1 RISKS LINKED TO THE BUSINESS
Unforeseen weather events
Risk identification and description A rainy winter would inevitably cause a drop in watering pumps sales, a market on which we are a significant player in the professional and retail channels. | Potential impact on the group Decline in turnover. In 2013, we saw a very rainy spring, we lost approximately €2.5m turnover over the first half year. |
Risk control and limitation Our best sellers are stable products. Unsold products from a very poor season can perfectly well be sold during the following season. Rainy springs are very often followed by drier summers, and such cycles have always allowed us to catch up some of the sales lost to end-June. Over the last 10 years, good years have broadly compensated for bad ones. Also, our high stock levels allow us to make the very best of years of high demand. |
Dependency on the cyclical new-build housing market in France
Risk identification and description We are exposed to the cyclical building market and, more particularly, the number of new-build housing starts. 43% of our consolidated turnover comes from fluid circuits in buildings. Of that 43%, only 20% is from the new-build sector; the remaining 80% is renovation market turnover. | Potential impact on the group Our exposure to the new-build market is limited to 9% of our consolidated turnover. For example, in 2009, during the last major crisis in this sector, our consolidated turnover fell 5.5%. In 2019, organic growth was even recorded in the business activity of the subsidiaries concerned, in spite of a documented drop in housing starts. |
Risk control and limitation The share of our turnover from the construction market has fallen from 55% to 43% since 2009. This rebalancing is primarily due to our strong progression in the industrial market, which today concerns 6 of our subsidiaries. Also, Ets Edouard Rousseau, acquired on December 31, 2018, sells taps from its sanitation range, the vast majority of which are for the renovation market. |
Concentration of our major customers in the DIY market
Risk identification and description Like the ADEO group (Leroy Merlin) and Kingfisher (Castorama) group, our major DIY customers today have very large market shares. Thus, they have very strong positions at Ets Edouard Rousseau, Dipra, Mecafer and Domac. | Potential impact on the group A de-referenced range in the past has been known to result in a loss of €600,000 of gross margin over a year. |
Risk control and limitation Every year, we win and lose bids. The idea is to win more than we lose. Rousseau, Dipra, Mecafer and Domac are present in several ranges and in several departments of DIY stores. Any de-referencing is therefore only ever partial.
|
Dependency on the domestic market
Risk identification and description We do 81.8% of our business in France. We therefore run the risk of growing at the same pace of the country's economy, i.e. slowly. | Potential impact on the group Stagnation of turnover, as in 2013 and 2014. |
Risk control and limitation Our market share in France ranges from 0 to 30%, the latter being for certain ranges that we have sold for several decades via our oldest subsidiaries. 0% is for recently launched products where our development focus lies today. Thus, our organic growth in France is often greater than the growth of the market itself. Numerous ideas on market niches still have to be developed. We even often have to make choices and discard certain projects to avoid becoming dispersed. Also, we completed 10 acquisitions between 2015 and 2020, which brought in around €124.9m of turnover in 2020, €39m of which in export sales. Finally, in 2013 and 2015 we created two companies, which cumulatively reported €18.5m turnover in 2020. |
4.1 RISK FACTORS
Emergence of e-commerce giants in our professions
Risk identification and description The big e-commerce players have very quickly shaken up certain business areas. Are they becoming new competitors to Thermador Groupe subsidiaries, or even making our business model obsolete? These platforms can allow users to short-circuit middlemen. | Potential impact on the group Greater tension on margins because of the transparency of prices Europe-wide. The emergence of new competition in the form of e-merchants or e-platforms which could see us drifting 'out of the picture'. Web sales account for between 0% and 20% of our business. It is impossible to assess this precisely, because some of our major customers are multi-channel players who do not wish to communicate a break-down of their sales channels. |
Risk control and limitation Many of our products constitute market niches which offer little attraction to the giants of e-commerce. Furthermore, they require a lot of human resources in specifiers and after-sales. For simpler products, we have been working to develop this new distribution channel for several years. leroymerlin.fr, Amazon and Cdiscount are examples of customers of some of our subsidiaries who are involved in the retail markets. Also, we accompany our historic customers who wish to sell on the web or to become players on the major e-commerce platforms such as ManoMano.
Over the past 5 years, we have measured the progress of our e-commerce and 'marketplace' customers. We choose not to disclose turnover achieved with those customers. |
4.1.2 OPERATIONAL RISKS
Difficulties integrating recently-acquired companies
Risk identification and description Since 2015, we have made ten acquisitions of very different sizes. Experience shows that it is more difficult to onboard companies whose turnover is more than €15m (5 of the 10). We run into difficulties because of divergent views with the management, different cultures, geographical distance, and different IT systems. | Potential impact on the group Non-achievement of expected synergies, non-completion of business plans, loss of productivity. Operating profits from these 5 companies (€9m in 2019) could have a negative impact on the consolidated operating profit and damage the return on invested capital. Goodwill is €56.3m and is an asset on the group's books. Recurrent poor results could reduce the value of that asset. The relocation of FGinox's logistics planned for early 2022 will require additional real estate investments in 2021. |
Risk control and limitation Our Board is balanced: 5 independent Board members, 5 not free of interests, and an employee Board member. None of the 5 major acquisitions made since 2015 have been decided without a majority vote in favour. The operational managers of the group are personally implicated in the integration processes. Two executives of the companies we have acquired have been replaced. We have strengthened IT and internal audit teams. Our monthly reporting delivers fast reaction times. We announced a break in 2020 and 2021 on operations that are time consuming or above €5m so that our resources can be dedicated to implementing synergies and operational efficiencies. |
4.1.3 SOCIAL RISKS
Loss of knowledge and recruitment difficulties
Risk identification and description Greater instability amongst staff and difficulties in filling certain posts could be an obstacle to our growth. The average length of service in the group fell from 11 years in 2016 to 9.8 years in 2020. | Potential impact on the group We believe that a complete and highly experienced team delivers a 3% better performance. The opposite would therefore lead to a loss of performance of the same magnitude. On average, that could represent €1m turnover episodically for one or two of our subsidiaries. |
Risk control and limitation Responsibility for the social relations climate and managing human resources is delegated to executives from the subsidiaries which are themselves human-sized companies. We constantly work to improve quality of life at work by testing with anonymous questionnaires. We implement very practical initiatives to protect the environment, which is very important to the younger generations. We accompany long-term illness employees with a great deal of attention. We promote and practise transparency of salaries within our subsidiaries. We are working on our employment contracts to empower managers and teams in terms of compulsory rest times and effective working times. We are transparent as to financial results and share them within each of our subsidiaries. We have created a collaborative platform designed to be accessible to all group employees. Job vacancies are published internally on the collaborative platform. We promote and facilitate access to capital. We promote respect, conviviality and simplicity in our social relations. We encourage and help managers and supervisors to improve their management skills. We diversify recruitment channels enormously: agencies, social media, APEC (job agency for managers), personal networks, etc. |
4.1.4 FINANCIAL RISKS
Euro-Dollar exchange rate
Risk identification and description The group sells in euros in France and abroad. We buy from all over the world: around 33% of our merchandise is purchased in US dollars. This exposes us to the volatility of the Euro-Dollar exchange rate. | Potential impact on the group Currency variations against the euro (primarily $US) can increase the price we pay for merchandise and thereby hurt the group's profits. The actual purchase price is incorporated into our cost price and passed on as much as possible to the customer. Mathematically, a 10% variation in the US dollar rate would have a €9m impact on our commercial margin. |
Risk control and limitation Since January 1, 2018, Thermador Groupe has had centralised dollar cash management to cover the needs of all its subsidiaries. This ability to keep ahead of the exchange rate gives those subsidiaries greater visibility in terms of selling price, and better control over their margins. |
4.1.5 GEOPOLITICAL RISKS
Temporary blockage of the Chinese and Italian economies
Risk identification and description 35% of our purchases of finished products come from China and Taiwan, 34% from Italy. A political, social or health crisis could temporarily block one of those country's economies. | Potential impact on the group In the face of such events, we could be confronted with stock-outs. It is today however impossible to assess this risk since we have not recently experienced this type of situation. |
Risk control and limitation Our stock levels are generally higher than those of our competitors. We have stable and even-handed relationships with our suppliers. This makes decision-making easier in crisis situations and makes us a priority customer for them. We are active in seeking and developing suppliers in France, Spain, Germany, Belgium, Turkey, Brazil, Hungary, India, Poland, South Korea, Slovakia, Finland, Portugal, Austria, England and Holland. |
4.1 RISK FACTORS
4.1.6 PANDEMIC RISKS
Temporary economic blockage in the wake of a pandemic
Risk identification and description Like the Covid-19 crisis in the first half of 2020, a global pandemic could block the economy. | Potential effects on the Group Large numbers of the group's employees falling ill, based in France, Belgium, the Netherlands, Spain and China. Loss of productivity due to home-working. Blocking of supplies. Sharp drop in sales. Difficulties controlling stock variations. Weakening of certain customers and suppliers. Longer customer payment periods. Insufficient cash to finance the business. Loss of shareholder confidence and collapse of share value. We believe that in 2020, we lost an opportunity for 4% organic growth, or approximately €15 million in revenue (organic growth in January and February 2020 was over 10%). |
Risk control and mitigation Our decentralised organisation, consisting of small structures, enables us to take health safety measures extremely quickly. Fortunately, only one of our employees was seriously affected by the Covid-19 pandemic. The digitalisation of our organisations was already well underway by March 14, 2020. Home-working was implemented very quickly and efficiently for all employees able to perform their tasks remotely. Our logistics and management teams remained physically mobilised. Only the Spanish site of Rousseau SA, located in Madrid, had to close for 15 days to protect employee health. All of the group's other companies provided service to their customers, sometimes winning us market share. Overall, the commitment and solidity of our teams during this period was a major asset. The closures of our suppliers' factories, in France and around the world, only lasted a few weeks. They did not all close at the same time, rather according to lockdown measures taken independently by governments. At the same time, sales slowed enormously, so there were no major stock shortages. On the other hand, we had to limit excessive stock increases potentially resulting from the sharp drop in sales. Each subsidiary held back on sourcing their supplies in coordination and cooperation with their suppliers. At December 31st, our stock levels stabilised at 173 days of purchases consumed. To date, none of our customers or suppliers has gone into safeguard proceedings. In terms of number of turnover days, customer receivables have increased from 57.9 days at December 31, 2019 to 56.1 days at December 31, 2020. Thanks to the excellent monitoring put in place by our subsidiaries. The French government and the European authorities have taken vigorous measures to support the economy, which have helped to keep many of our customers afloat. In addition, we have benefited from furlough schemes, which we used as a last resort, for a consolidated amount of €493k in 2020. Our two banking partners have given us their full support by deferring loan maturities, financing an external growth operation on April 30, 2020 and granting us additional overdraft facilities. This exceptional situation was regularised at the end of the third quarter of 2020. From the beginning of the crisis through to December 2020, we communicated regularly on the impact of the two lockdowns. We also increased the number of videoconferences with our shareholders. As our debt ratio is extremely low, we maintained our dividend proposal for 2019. This resolution was approved at a digital AGM where 65.8% of voting rights were accounted for. These measures have helped to maintain a very good climate of confidence with our shareholders. The Thermador Groupe share price outperformed the CAC mid & small caps over 2020:
|
4.2 INSURANCE AND COVERAGE OF RISKS
36.3%
OF WAREHOUSE
SURFACE AREA EQUIPPED
WITH SPRINKLERS.
I.E.: 35,724m2
Sprinkler system at Sferaco.
All the group's companies are covered by an overrarching insurance policy against the following risks: damage and operating losses, civil liability and transport. All subsidiaries use the guarantees set up and negotiated at group level with the exception of Sodeco and Etablissements Edouard Rousseau, recently acquired by Thermador Groupe.These two subsidiaries kept their existing insurance policies in 2019 given their geographical specificities (Belgium for Sodeco and Spain for Rousseau's SA subsidiary).
Group-negotiated insurance policies provide a high level of cover and seek first and foremost to guard against the biggest possible incidents that could have a substantial negative impact on the group's financial situation. Cover for damage and operating losses risks was renegotiated on January 1, 2019 for a period of two years. In 2019, all our sites in Saint-Quentin-Fallavier (Isère) were visited by our insurer as part of an audit on preventative maintenance and protection procedures. The outcome was 'highly satisfactory' for the insurer.
Cover for transport risks was also renegotiated on January 1, 2019. Our transport insurance policy covers transport risks for both purchasing and selling. It is €1.5m whatever the means of transport (sea, land, air, etc.).
The civil liability contract was renegotiated on January 1, 2019 for a period of two years on the basis of a flat-rate premium, not linked to turnover as was the case previously. This premium was reduced given the substantial decline in claims.
The guarantees signed up to as part of the product civil liability programme are as follows:
• €10m per claim and per year.
• €2m per claim and per year for recall costs and disassembly / reassembly expenses.
Our operations civil liability guarantees are:
• €10m per claim and per year.
• €6m for inexcusable error.
• €1.5m for sudden accidental impacts on the environment.
The group has also taken out an employee mission insurance policy to cover all professional travel for our staff, nationally and internationally. Group insurance policies are updated at least every two years to follow changes to group scope and to control industrial risks.
The group's policies are with major insurance companies with a global profile.
4.3 INTERNAL CONTROL
73%
OF OUR BUSINESS
IS MANAGED ON THE SAME
COMPUTER SYSTEM
Audit committee on October 8, 2020.
4.3.1 SUBJECT OF INTERNAL CONTROL PROCEDURES
The internal control system in place in our group is designed to ensure that employees comply with prevailing laws and regulations as well as with the standards and principles of our group so as to avoid any risk of error or fraud.
4.3.2 ORGANISATION OF CONTROL PROCEDURES
4.3.2.1. Within the parent company
Thermador Groupe holds all, or almost all, of the shares of its subsidiaries and is present (as are its main executives) on the subsidiaries' boards and management committees. Thermador Groupe defines and implements the group's development strategy and coordinates the different businesses. Thermador Groupe identifies risks and prevention measures by ensuring harmonious rules and procedures are applied on accounting, legal, fiscal and IT matters.
IT system management and security is also piloted at Thermador Groupe level. The long-standing companies of the group use the same IT system (ACE from the company AUREA). Mecafer and Domac use Microsoft's 'Navision', FGinox BG Partners' 'Gold' and Ets Edouard Rousseau INFOR's 'XA Essentials', Thermacome 'SAP' by Design and Distrilabo 'Sigest'. The quest for greater efficiency leads to the harmonisation of ERPs to simplify intra-group flows and data entry into the accounts consolidation software. Consolidated accounts are drawn up internally. They are facilitated by a simple legal structure, correspondences between the accounting plans, isolated intra-group flows and common account closing practices.
4.3.2.2. At subsidiary level, the primary concerns are controlling sales, purchasing margins, stock, regulatory compliance and human resources. Each subsidiary has a general management team, an administrative department, a sales department and a purchasing department: each is autonomous in the definition and implementation of its strategy in line with the regulations defined within the group. Only the CEO and the administrative manager are signatories.
Cross-subsidiary meetings involving those in the same position in the different subsidiaries allow them to pool experiences, share good practices and validate proper implementation of procedures.
Frequent complete or rotating physical inventories means that discrepancies can be detected and the efficiency of procedures checked.
4.3.2.3. Accounting and financial information
Each subsidiary has an accounts team placed under the responsibility of the administrative director. That team sends the following to group management every month: provisional cash position report, ageing balance of customer receivables, inventory, cross-referencing between statistical margins and gross accounting margins, and pre-tax P&L result. Comparative monthly analyses are made according to budgets drawn up at the beginning of the financial period and the previous year's turnover. Each half year, subsidiaries close their accounts according to the common reference set and closing procedures. These elements are then reviewed by the auditors and sent to Thermador Groupe's consolidation team who ensures the coherence of the reporting before aggregating the consolidation results and accounting entries. The annual and half-yearly financial statements are presented to the audit committee and voted on by the Board of Directors.
4.3.3 ANTI-CORRUPTION MEASURES 4.3.4 GDPR MEASURES
In compliance with the Sapin 2 law, in 2017 we opened two mailboxes for any whistle-blowers wishing to contribute, in French or in Dutch.
We named two ethics officers to answer employees' questions and ensure that the general mechanism is rolled out efficiently, respecting the confidentiality of the information gathered.
We also appointed three members to the ethics committee, responsible for processing alerts whilst protecting the confidentiality of the parties concerned, and adopted the 'Middlenext' group conduct code, now available on the Thermador Groupe website, as well as the United Nations anti-corruption convention that addresses this subject.
In 2019, we created an anti-corruption workgroup that has implemented the following initiatives on 2019 and 2020:
• Update of our General Terms of Purchase and General Terms of Sale.
• Roll-out of the code of conduct to the subsidiaries (administrative, commercial and purchasing/marketing departments, social and economic committees, memos to suppliers, coverage in the internal newsletter, mention of the policy in the induction booklet).
• Modification to in-house regulations.
• Update of the Thermador Groupe website with our code of conduct on-line in the languages of our suppliers and customers.
• Awareness-raising in a general meeting with employees.
• Training on the anti-corruption mechanism for 40 people in March 2019 and 53 people in September 2019.
• Work on the introduction of an e-learning tool for existing employees and new recruits.
• Drafting of our risk mapping.
• Introduction of a gifts and invitations policy.
• Implementation of our sponsorship policy.
During the financial year, Thermador Groupe continued to implement and roll out its compliance with GDPR (General Data Protection Regulation). A first audit carried out by an external service provider in 2018 as soon as GDPR came into force helped us to map data processing activities and identify priority actions. Again in 2018, an awareness-raising campaign was run with 2-hour training sessions for around fifty people (members of subsidiary management teams and departmental managers) on GDPR and good personal data management practices. Five other people from Thermador Groupe and those subsidiaries with more independent IT systems also followed a three-day course to become DPO or Deputy DPO. 2019 was dedicated to formalising GDPR conformity: update of General Terms of Sale, putting our data protection policy on line, drawing up information memos and especially writing a register of processing operations currently being deployed in each subsidiary. The update and adaptation of the 2020 register in the subsidiaries was also an opportunity to look at things from a new perspective and optimise existing processes by adopting best practices in terms of collection, conservation and access to data.
4.3.5 ASSESSMENT OF INTERNAL
CONTROLS
The procedures described above, approved by the Board on February 18, 2020, have proved efficient thus far.
4. RISKMANAGEMENT
5. OUR SUBSIDIARIES
5.1 | General overview | 90 |
5.2 | Our subsidiaries | 91 |
5.1 GENERAL OVERVIEW
Markets
Subsidiaries
Founded or bought in
REAL ESTATE
Capital in thousands of eurosCompany type
549
SAS
960
SAS
66,543
2,096 SAS
160
SAS
2,000
SA
3,200 SAS
3,200 SAS
960
SAS
1,466
SAS
1,000
SA
3,200 SAS
780 500
SAS
SAS
490
SAS
1,000 SAS
2,703 SPRL*
Turnover in thousands of euros before Intragroup
34,939
6,248
12,638
50,854
51,171
23,194
11,901
6,152
67,491
25,183 5,086
14,772
25,382 20,837
80
SAS
1,471
Real estate company
1973
3,100 SCI
5,526
DISTRILABO: acquisition of Distrilabo on December 31, 2019. THERMACOME: acquisition of Thermacome on April 30, 2020. (*) A private limited company.
Contribution to turnover in thousands of eurosHeadcount at 31/12/2020
Stock in thoof uesuarnodssContribution to net pre-tax profit in thousands of euros
34,211
35
7,090
2,687
62,316
136
19,399
3,480
6,230
7
1,231
816
12,519
18
3,401
950
49,996
61
13,561
9,880
49,003
47
14,821
9,388
22,158
33
7,854
1,671
11,905
30
1,784
689
5,978
17
2,246
(29)
53,431
74
30,920
9,245
21,924 5,052
43 18
5,996 1,121
3,449 267
14,491
45
4,623
1,627
25,378 20,607
40 43
269 5,225
3,453 1,111
14
9
-
64
287
--
2,003
€34.9m
22.9
* 2.8
34.9
31.3 30.7 31.7 31.3 30.7 31.7
COMPRESSORS, COMPRESSED AIR TOOLS, WELDING STATIONS, GENERATORS, BATTERY CHARGERS AND HEATING FOR DIY STORES
In their fifth and fourth years with the group respectively, Mecafer and Domac achieved record sales, helped by the post-lockdown craze among the French for DIY and home improvement.
This performance was achieved through the hard work of our staff, who have shown great robustness in constantly adapting to the organisational changes required both by the unpredictable levels of orders from our customers and by several waves of stoppages and resumptions of deliveries from our Italian and Asian suppliers.
In this complicated context, our teams have been able to maintain a quality of physical and digital service, such as the e-SAV portal (4,000 after-sales service requests processed), at the same times as continuing the product and customer diversification plan initiated two years ago. In particular, high-pressure cleaners confirmed their status as the 4th ranked strategic category of the range.
These trading results, and a favourable Euro/Dollar exchange rate, contributed to a significant improvement in the result.
The very atypical nature of 2020 invites us to be very cautious for 2021, which will inevitably be very different as it unfolds. The budget of France's army of handymen is not unlimited!
Profit before tax in 2020
€2.7m
34.9
2.7
11.3
* Figures consolidated since March 1, 2017.
0.7 0.7
1.9
2.0
2.0
*
2.8
2.7
11.9.9
1.9
20.7 23.8
23.8 21.5 21.5 2200.6.7 20.9 19.4
15
16
17
1185
1196 21 07
18
19 20
15
16
17 1185
1196 21 07
18
19
20
11
12
13
1141
1152
1163
in millions of euros
in millions of euros
DOMESTIC PUMPS AND PLUMBING FITMENTS FOR DIY SUPERSTORESTAPS AND HYDROTHERAPY
FOR DIY SUPERSTORES AND FOOD RETAIL OUTLETS
Turnover in 2020
€66.5m
2.7
2.8
2.7
2.0
1.91.9
1.9
23.8
7
20.7 23.8 21.5 20.260.720.9
19 16 20 17
18
19
20
11
*
66.5
19.4
21.520.240.621.210.9 19.4 20.4 21.1
60.8
12
13
14 11 15 12 16 13 17 14 18 15 19 16 20 17
66.5
Profit before tax in 2020
€3.5m
3.5
60.8
* Figures consolidated since January 1, 2019.
2.0
1.1 1.1
1.1
1.1
0.5
0.3
0.5 0.2
0.3
0.6
0.7 00.3.3 0.2
0.6
0.3
0.3
18 19
20
11
12
13
14 11 15 12 16 13 17 14 18 15 19 16 20 17
3.5
5.7
5.55.0
5.0
5.2
*
2.0
0.7
18
19
20
11
12
13
1411
in millions of euros
in millions of euros
We saw the same effects at Dipra and Ets Edouard Rousseau as at Mecafer and Domac: end-users, whether French, Spanish or Portuguese, reacted to the crisis by devoting a greater proportion of their expenditure on home and garden improvements.
The extraordinary commitment of our staff and the solidity of our stocks made the difference, leading to record sales for both Dipra and Ets Edouard Rousseau.
However, there were many bumps in the road, on top of extraordinary and unpredictable variations in order flows.
- Dipra moved into its new building, entirely rebuilt by our real estate company Thely, at the height of the garden season.
- The majority of Rousseau's SA staff in Getafe, and some of their families, were affected by Covid-19 (fortunately with no extremely serious cases).
- Rousseau's longstanding IT infrastructure made it difficult to set up home-working during lockdown, particularly in the Paris region where teams were very often subject to travel restrictions.
All in all, 2020 was both rewarding and challenging.
In 2021, we are pursuing our goal of merging the two companies, the pre-requisite of which is comprehensive integration of their respective information systems, an eminently time-consuming and complex task. To carry out this project, Laure Empereur took over general management of the two entities as of January 1, 2021. Emmanuelle Desecures will leave Thermador Groupe at the end of March 2021 once the transition period has been responsibly completed.
SUPPLY OF COMPONENTS TO ORIGINAL EQUIPMENT MANUFACTURERS
0.3
The extremely dynamic start to the year and Isocel's good positioning with heat pump manufacturers (now on the up) cushioned the shock of the pandemic and limited the drop in turnover to just 3.5%. We also note that this resilience comes mainly from its small customers, who are at the heart of the diversification strategy.
19 16 20 17
In the medium term, Isocel's ambition is to move to a new level of turnover.
2.0
To achieve this while maintaining service quality and customer care, Fabienne Bochet elected to recruit a young Administrative Manager in order to free up time for the development of the company.
0.6
Alicia Chamfray, 33 years old, joined us on September 1, 2020 with a Master 2 from IFAG Lyon and solid experience in financial control and audit.
3.5
Turnover in 2020
€6.2m
3.5
6.5
6.2
0.3
0.7
2.0
5.55.05.15.75.05.25.65.55.85.1
5.0
18
19
20
11
5.7
12
5.2
13
5.6
5.0
14 11 15 12 16 13 17 14 18 15 19 16 20 17
in millions of euros
5.8
18
6.5
19
EQUIPMENT AND ACCESSORIES FOR SWIMMING POOL CONSTRUCTION AND MAINTENANCE
Aello's clients have suffered little exposure to the virus and have never interrupted their installation projects, which are almost exclusively performed outdoors. What is more, their order books were pretty full at the end of 2019.
This partly explains the most recent outstanding performance of our young subsidiary, now reporting annual sales of €12.5 million just five years after its creation.
The other contributing factor is clearly the energy deployed by Aello staff to serve their customers and prospects looking for equipment.
In 2021, Aello will have to move to a larger building. This is a structural leap made absolutely necessary by the current and future level of activity. We feel that we can rely on our conquering team to take up this new challenge!
Profit before tax in 2020
€950k
950 950
292 292
58 58
16
17
18 19 16 20 17 18 19
20
-149
-149
-566
-566 in thousands of euros
46.9 48.7
46.9 48.7
44.5 44.6 44.8 45.044.456.
11
12
13
14 11 15 12 16 13 17
PUMPS, TANKS, ACCESSORIES, LIFTING STATIONS
While the drop in activity was 8.6% at the end of June 2020, the Jetly team has been working hard to make its watering season a success in spite of everything. The situation was masterfully corrected, as shown by the symbolic crossing of the €50 million turnover threshold, up 1.8%.
The transfer process between Jean-François Bonnefond and Frank Bourgois has continued so that Frank is perfectly prepared to take over the company's general management. A special tribute is paid to Jean-François Bonnefond on page 153 of this document.
With many years' experience at Jetly, Philippe Arthaud and Eric Garot have joined the management board as Director of Procurement and Director of Marketing and Digital respectively.
The management team has also been strengthened with the arrival of Vanessa Roy in Purchasing and Quality. Her qualification as an INSA engineer combined with significant experience in quality and project management should enable Jetly to obtain ISO 9001 certification during Q1 2022.
The new website went online at the end of the year. It is a modernised and enhanced version that will be regularly updated, in particular to facilitate after-sales service and maintenance of Jetly's pumps.
The group acquired a 1,600m² building located near Jetly's. It will eventually lead to the development of sales of higher-powered equipment on the collective market.
Turnover in 2020
€50.9m
46.9
48.746.9 48.7
50.949.9 50.9 47.5 46.9 47.5
46.945.0
44.5 44.644.45.844.56.044.8
49.9
11
12 1113 1214 1315 1416 1517 1618 1719 18 20 19
Profit before tax in 2020
€9.9m
9.4 8.3
9.4
9.9
8.4
9.4
20
8.9
11
12 1113 1214 1315
8.9
8.18.1
8.6
8.83.4
1416
8.6
1517 1618 1820
8.9 9.0 8.9 9.0
1719
9.4
19
9.9
20
37.7363.78.2 37.7 37.2
49.6
51.2 49
40.7
42.440.7 42.4
38.736.4
39.038.7
36.839.0
36.4
Éric Garot
11 12 1113 1214 1315 1416 1517 1618 1719 1820 1
in millions of euros
in millions of euros
ACCESSORIES AND CONNECTORS FOR CENTRAL HEATING AND HOT & COLD AND WATER NETWORKS, BATHROOM AND KITCHEN TAPS
Despite being exposed to the building market, in overall decline in 2020, Thermador is managing to grow thanks to the breadth of its product ranges and in particular its accessories specifically for the installation of heat pumps, solid fuel boilers or solar hydraulic systems. At the same time, synergies have been achieved with Ets Edouard Rousseau to strengthen Thewa's tap range for professionals.
Like Jetly, Thermador passed the €50m turnover mark for the first time.
In 2021, public authorities' support for the promotion of renewable energies in the building industry will remain historically high, offering broader scope to the subsidy scheme, MaPrimeRénov'. Thermador staff will strive for perfect symbiosis with demand and thus contribute to the vast energy transition plan for buildings in France.
Turnover in 2020
€51.2m
9.9
9.9
9.4
9.4
8.9
9.0
8.4
36.4 38.7 39.0
363.86.437.7
1916 20 17
18
19
20
11
12
49.6 51.2
42.4 36.8 37.7
39.040.7
40.7 42.4
38.737.2
37.2
13
1411 1512 1613 1714 1815 1916 20 17
Profit before tax in 2020
€9.4m
49.6
51.2
9.4
9.4
5.6
8.9
8.9
27.3 28.4 29.0
25.
23.5
23.5
6.9
6.9
6.5
6.5
5.8
5.9
5.8 5.9
5.1 5.4
5.3
5.6
5.1
5.4 5.3
18 19
20
11
12
13
1411
1512 1613
1714
1815 1916 20 17
18
19
20
11 12
13
1411 15
in millions of euros
in millions of euros
PIPEWORK
FOR THE DISTRIBUTION OF BUILDING FLUIDS
RADIANT SURFACE
AND HYDRODISTRIBUTION SYSTEMS FOR HOUSING AND BUILDINGS
PBtub: Turnover in 2020
€23.2m
5.3
8.9
6.5
9.4
6.9
8.9
9.4
27.3 28.4 29.0 27.3 28.4 29.0
25.2
24.8 254..27
25.6
24.8 24.7 25.6
23.5 23.522.722.7
PBtub: Profit before tax in 2020
€1.67m
3.32
3.32
23.2
23.2
2.28 2.42
3.03
3.03
2.28
2.42 2.33
2.33 2.13 2.10
1..742
2.13 2.10 1.671.72 1.67
169
12 70 18
19
20
11
12
13
114
125
136
147
158
169
12 70
18
19 20
11
12 13
114
125
136 147
158 169 12 70
18
19
20
in millions of euros
in millions of euros
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Thermador Groupe SA published this content on 03 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2021 16:10:01 UTC.
