TABLE_DES_MATIERES_2. Table_des_matières_ ANNUAL REPORT. havas.com - PDF

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TABLE_DES_MATIERES_1 TABLE_DES_MATIERES_2 Table_des_matières_ ANNUAL REPORT havas.com ANNUAL REPORT Incorporated in France with limited liability and issue capital of 166,968, Headquarters:

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TABLE_DES_MATIERES_1 TABLE_DES_MATIERES_2 Table_des_matières_ ANNUAL REPORT havas.com ANNUAL REPORT Incorporated in France with limited liability and issue capital of 166,968, Headquarters: 29-30, quai de Dion Bouton Puteaux Registered in Nanterre, France, RCS ANNUAL FINANCIAL REPORT The Registration document (annual report) contains the annual financial report comprising the statutory accounts and consolidated financial statements, the reports of the auditors pertaining thereto, the directors' report on the Company and the statement by the person responsible for the annual report. This Registration document was filed with the Autorité des Marchés Financiers (AMF) on March 31, 2016 in accordance with article of the General Regulations of the Autorité des Marchés Financiers. It may be used in connection with a financial transaction if supplemented by a prospectus (note d opération) approved by the Autorité des Marchés Financiers. This document was drawn up by the issuer, and engages the liability of the signatories thereto. Historical financial information is included for reference in the annual report for the financial period ended December 31, 2015, viz. (i) the consolidated financial statements and corresponding Auditors report presented on pages 73 to 121 as well as the statutory accounts and the corresponding Auditors report represented on pages 123 to 142 of the annual report for the financial period ended December 31, 2014, registered with the AMF on April 14, 2015 under number D , (ii) the consolidated financial statements and corresponding Auditors report presented on pages 74 to 123 of the annual report for the financial period ended December 31, 2013, registered with the AMF on April 17, 2014, under number D ANNUAL REPORT 3 CONTENTS DEFINITIONS For the purposes of this annual report, unless otherwise specified, the term the Company refers to Havas SA and the Group to Havas SA and its consolidated subsidiaries. CONTENTS... 4 MESSAGE FROM THE CHAIRMAN PERSONS RESPONSIBLE PERSON RESPONSIBLE FOR THE ANNUAL REPORT STATEMENT BY THE PERSON RESPONSIBLE FOR THE ANNUAL REPORT CONTAINING THE ANNUAL FINANCIAL REPORT AUDITORS SELECTED FINANCIAL INFORMATION RISK FACTORS RISKS RELATING TO THE ADVERTISING INDUSTRY SECTOR RISKS RELATING TO LITIGATIONS FINANCIAL RISKS SOCIAL AND ENVIRONMENTAL RISKS COVERAGE OF RISK - INSURANCE INFORMATION CONCERNING THE ISSUER HISTORY AND DEVELOPMENT OF THE COMPANY Company name Registration Date of foundation and duration Registered office and contact information Milestones in the development of the Company's business INVESTMENTS OVERVIEW OF BUSINESSES PRINCIPAL BUSINESSES Type of business Market and trends Strategy New activities OPERATIONAL ORGANIZATION EXCEPTIONAL EVENTS DEPENDENCE OF THE COMPANY ON PATENTS OR LICENSES, INDUSTRIAL, COMMERCIAL OR FINANCIAL CONTRACTS OR NEW MANUFACTURING PROCESSES BASIS FOR ALL THE COMPANY'S REPRESENTATIONS REGARDING ITS COMPETITIVE POSITION ORGANIZATION CHART ORGANIZATION CHART Legal structure of the Havas Group at December 31, Role of the parent: Havas SA LIST OF KEY SUBSIDIARIES REAL ESTATE INFORMATION ON ENVIRONMENTAL IMPACTS, HUM AN RESOURCES AND SOCIETAL ISSUES: THE GROUP'S CORPORATE SOCIAL RESPONSIBILITY POLICY ENVIRONMENT Environmental policy: reducing the environmental impact of the Group's activity Environmental policy: reducing the environmental impact of the Group's communication campaigns Environmental indicators SOCIETY Promoting transparency and ethics in our businesses Promoting a communications model more conducive to sustainable development HUMAN RESOURCES Headcount structure Human resources policy Human resources indicators INDEPENDENT VERIFIER'S REPORT ON THE REVIEW OF SOCIAL, ENVIRONMENTAL AND SOCIETAL INFORMATION PUBLISHED IN THE MANAGEMENT REPORT REVIEW OF FINANCIAL POSITIONS AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES TRENDS PROFIT FORECASTS OR ESTIMATES ADMINISTRATIVE BODIES AND SENIOR MANAGEMENT INFORMATION ON ADMINISTRATIVE BODIES AND SENIOR MANAGEMENT Composition of the Board of Directors Summary biographies of senior managers and members of the Board of Directors Convictions for fraud, bankruptcy, public sanctions pronounced over the last five years Family relationships Executive Committee CONFLICTS OF INTEREST Conflicts of interest between directors' duties to the Company and their private interests or declaration of lack thereof Agreements or covenants with leading shareholders governing the appointment of the Company's senior managers and executives Restrictions concerning the disposal by senior management of their equity interests in the Company's capital COMPENSATION AND BENEFITS OF COMPANY DIRECTORS STRUCTURE OF SHORT-TERM COMPENSATION PACKAGES LONG-TERM LOYALTY AND INCENTIVE PROGRAMS DIRECTORS' FEES COMPENSATION DATA PENSION COMMITMENTS TO COMPANY EXECUTIVES AND DIRECTORS SPECIAL PROVISIONS SUMMARY TABLES COMPENSATION DUE OR GRATED IN RESPECT OF THE 2015 FINANCIAL PERIOD TO EXECUTIVE DIRECTORS OF THE COMPANY, SUBJECT TO THE ADVISORY VOTE OF SHAREHOLDERS BOARD AND MANAGEMENT PROCEDURES PROCEDURES OF THE BOARD OF DIRECTORS Directors' terms of office Independent directors Board of Directors Internal controls SERVICE CONTRACTS BETWEEN MEMBERS OF THE GOVERNING BODIES AND THE COMPANY OR SUBSIDIARIES AND WHICH PROVIDE BENEFITS INFORMATION ON BOARD COMMITTEES Audit Committee Compensation and Appointments or Nominations Committee Corporate Governance Committee CORPORATE GOVERNANCE SHAREHOLDINGS AND STOCK OPTION PLANS SHAREHOLDINGS AND STOCK OPTIONS OF DIRECTORS AND EXECUTIVE OFFICERS ANNUAL REPORT 17.2. STOCK TRADING BY HAVAS EXECUTIVE OFFICERS EMPLOYEE SHAREHOLDING PLANS SHARE SUBSCRIPTION AND PURCHASE OPTIONS (ARTICLE L OF THE FRENCH COMMERCIAL CODE) CALLABLE SUBSCRIPTION AND/OR ACQUISITION WARRANTS (BSAARS) PERFORMANCE SHARES GRANTED TO DIRECTORS OR NOW VESTED MAJOR SHAREHOLDERS NAME OF NON-DIRECTOR, NON-EXECUTIVE SHAREHOLDERS HOLDING A PERCENTAGE OF SHARES REQUIRING DISCLOSURE PURSUANT TO FRENCH LAW VOTING RIGHTS BREAKDOWN OF SHARE CAPITAL AND TREASURY STOCK AGREEMENT THAT CAN LEAD TO A CHANGE OF CONTROL RELATED PARTY TRANSACTIONS FINANCIAL INFORMATION RELATING TO THE ASSETS, FINANCIAL SITUATION AND RESULTS OF THE ISSUER INFORMATION INCORPORATED BY REFERENCE PRO FORMA FINANCIAL INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS STATUTORY ACCOUNTS FOR THE PERIOD ENDED DECEMBER 31, STATUTORY AUDITORS' REPORT ON THE STATUTORY ACCOUNTS FINANCIAL DATA OVER THE LAST FIVE YEARS DIRECTORS' REPORT ON THE HAVAS SA STATUTORY ACCOUNTS FOR THE PERIOD ENDED DECEMBER 31, DIVIDEND POLICY MATERIAL CHANGE IN THE COMMERCIAL OR FINANCIAL POSITION OF HAVAS ADDITIONAL INFORMATION TOTAL SHARE CAPITAL OF THE COMPANY Share capital subscribed Non-equity securities Number, carrying amount and nominal value of shares held by the Company, in its name or by its subsidiaries Amount of convertible or exchangeable securities or securities with warrants, with an indication of the conditions and procedures governing conversion, exchange or subscription Information about and terms of any acquisition and/or obligation right attached to authorized but unissued capital or any undertaking to increase the capital Information pertaining to share subscription or purchase options History of the share capital for the period covered by the historical financial information, highlighting any changes Agreements entered into by the Company that are subject to modification or termination in the event of a change of control MEMORANDUM AND BYLAWS Corporate purpose (article 2 of the bylaws) Summary of provisions of the Company's bylaws, charter or rules relating to members of the administrative management bodies Rights, preferences and restrictions applicable to shares Actions required to change shareholders' rights Convening of Shareholders' Meetings and conditions for admission Attendance at Shareholders' Meetings Provisions of bylaws, charters or rules that may delay, defer or prevent a change of control Provisions of bylaws, charters or rules governing the threshold above which shareholder ownership must be divulged Conditions of bylaws, charter or rules that are more stringent than required by law on changes in share capital Agreements MATERIAL AGREEMENTS THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS AND DECLARATIONS OF INTEREST DOCUMENTS ON DISPLAY RECENT EVENTS PRESS RELEASE ON 2015 RESULTS INFORMATION ON THE MANAGEMENT'S REPORT TO THE COMPANY AND CORRESPONDENCE TABLE BETWEEN THE MANAGEMENT'S REPORT AND THE HAVAS ANNUAL REPORT TABLE OF CORRESPONDENCE WITH THE HEADINGS OF ANNEX I TO COMMISSION REGULATION (EC) NO. 809/ LIST OF APPENDICES REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Membership of the Board and application of the principle of balanced representation of women and men on Boards of Directors Conditions of preparation and organization of the work of the Board Restrictions to the powers of the senior management of Havas SA Principles and rules for determining the compensation and benefits of Company directors Shareholder attendance at Shareholders' Meetings Organization of internal control in the Havas Group STATUTORY AUDITORS' REPORT ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS PRESENTATION OF THE RESOLUTIONS TEXT OF THE RESOLUTIONS PRESENTED BY THE BOARD OF DIRECTORS STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS AUTHORIZATIONS REGARDING CAPITAL SHARE INCREASES (1) OTHER CORPORATE POSITIONS HELD BY COMPANY DIRECTORS ANNUAL REPORT 5 ANNUAL REPORT MESSAGE FROM THE CHAIRMAN 2015 was another record year for the Group, which once again posted one of the strongest performances in the industry. All the regions kept up strong momentum, our profitability continued to improve and our financial structure remained healthy and robust. Our Together strategy, with its focus on integrating our skills and energies, offers our clients experiences that live up to their expectations and changing circumstances. I would like to say a special thank you to our clients for their loyalty, the surest testimony of their satisfaction 2015 was also a record year in terms of creativity, as our teams carried off over 1,100 awards at leading festivals around the world. At the same time, we continued to develop our media expertise, with growing success for our Havas Media, Arena Media and Forward Media networks. Yet another record was set in 2015, with the Group making a total of 13 acquisitions in the fields of digital, mobile, health and creativity. Our talents are the Group s most precious assets, and I would like to take this opportunity to thank them for their excellent work in This is also a good moment to welcome to the Havas family the 3,000 new people who joined us over the year: 1,500 as new hires and 1,500 as a result of acquisitions. Some of the leading talents in the industry have opted to join Havas, underscoring the Group s growing attractiveness. In 2016, we intend to continue building the industry s most attractive Group for both talents and clients. We have already opened 40 Havas Villages to date, and more launches are scheduled for We need to remain agile and adapt to a rapidly and relentlessly changing environment. The steadfast support of our shareholders and investors gives us the solid footing on which to build with confidence for the long term, for the greater benefit of both our teams and our clients. We are pleased to be able to propose a dividend of 0.15 per share in 2016, an increase of 15%. We are living through a fascinating period in the history of our Group and of our sector, which is set for further growth over the years ahead, fueled by the impacts of globalization and an increasingly digital economy. Thank you for your confidence, Sincerely yours, 2015 ANNUAL REPORT 7 1. PERSONS RESPONSIBLE 1.1. Person responsible for the annual report Mr. Yannick Bolloré, Chairman and Chief Executive Officer Statement by the person responsible for the annual report containing the annual financial report I certify that I have taken all reasonable steps to ensure that t he information contained in this annual report is, to the best of my knowledge, correct, and that no fact has been omitted that would be likely to alter its scope. I certify that to the best of my knowledge the financial statements are drawn up in accordance with the accounting standards applicable and give a true and fair view of the assets, financial position and results of the Company and all the subsidiaries included in the scope of consolidation. The management s report contained in this annual report, as set out in the correspondence table below, gives a true and fair view of the assets, financial position and results of the Company and all the subsidiaries included in the scope of consolidation, and a description of the main risks and uncertainties with which they have to contend. I have obtained a letter from the auditors stating that they have completed their assignment, which included checking the information relating to the financial position and the financial statements provided in this document as well as reading the entire annual report. In their letter, the Auditors of the financial statements for the 2015 financial period make no comments. The report of the Statutory Auditors on the statutory accounts for the financial period ended December 31, 2015 contains no comments. The report of the Statutory Auditors on the consolidated financial statements for the financial period ended December 31, 2015 contains no comments. The report of the Statutory Auditors on their limited examination of the summary consolidated half-yearly financial statements closed on June 30, 2015 contains no comments. Historical financial information is included for reference in the annual report for the financial period ended December 31, 2015, viz: (i) the consolidated financial statements and corresponding Auditors' report presented on pages 74 to 123 as well as the statutory accounts and the corresponding Auditors' report presented on page 124 to 146 of the annual report for the financial period ended December 31, 2014 registered with the AMF on April 14, 2015 under number D ; (ii) the consolidated financial statements and corresponding Auditors' report presented on pages 65 to 112 of the annual report for the financial period ended December 31, 2013 registered with the AMF on April 17, 2014 under number D The report of the Statutory Auditors on the statutory accounts for the financial period ended December 31, 2014 contains no comments. The report of the Statutory Auditors on the consolidated financial statements for the financial period ended December 31, 2014 contains no comments. The report of the Statutory Auditors on the statutory accounts for the financial period ended December 31, 2013 contains no comments. The report of the Statutory Auditors on the consolidated financial statements for the financial period ended December 31, 2013 refers to the early application of accounting standards as described in notes and to the consolidated financial statements. Yannick Bolloré Chairman and Chief Executive Officer March 31, AUDITORS Statutory auditors From May 29, 2008 Constantin Associés Member of Deloitte Touche Tohmatsu Limited 185, avenue Charles-de-Gaulle Neuilly-sur-Seine represented by Mr. Jean-Paul Seguret (to May 10, 2012) and by Mr. Thierry Quéron (from May 10, 2012) AEG Finances French member of Grant Thornton International 100, rue de Courcelles Paris represented by Mr. Jean-François Baloteaud (to January 1, 2014) and by Mr. Gilles Hengoat (from January 1, 2014) Alternate statutory auditors From May 11, 2010 CISANE 185, avenue Charles-de-Gaulle Neuilly-sur-Seine represented by Mr. José-Louis Garcia From May 29, 2008 IGEC 3, rue Léon-Jost Paris represented by Mr. Victor Amselem The terms of office of the Statutory Auditors and of the Alternate Statutory Auditors were renewed at the Shareholders Meeting held on May 10, ANNUAL REPORT 3. SELECTED FINANCIAL INFORMATION Pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and the Council of July 19, 2002 and Regulation (EC) No. 1725/2003 of the European Commission of September 29, 2003, Havas' consolidated financial statements as from the 2005 financial period have been prepared in accordance with International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board (IASB) and adopted by the European Union. The selected financial information presented hereafter relating to the financial periods ended Decembre 31, 2013, 2014 and 2015 should be read in conjunction with the consolidated financial statements and the management report for these periods contained in the Financial Report disclosed in Chapters 5.2 Investments, 9 Review of financial position and results of operations, 10 Liquidity and capital resources and 20 Financial information relating to the assets, financial situation and results of the issuer contained in this annual report and those relating to 2013 and Consolidated income statement data (in euro million) Revenue 2,188 1,865 1,772 Income from operations Operating income Net income, Group share Per share data (in euro): Earnings per share, basic and diluted Dividend 0.15 * * Subject to the approval of the next Shareholders' Meeting Consolidated balance sheet data (in euro million) Goodwill 1,908 1,686 1,593 Total current assets 3,673 3,043 2,883 Total assets 6,137 5,246 4,923 Total equity 1,653 1,460 1,268 Total financial liabilities Number of existing capital shares 417,421, ,690, ,847, RISK FACTORS Investors are encouraged to take into account the risks described below, each of which could affect the issuer s financial position or results, along with the information contained in this annual report, before deciding to invest in shares or other securities issued by the Company. Some of these risks are common to all companies in the advertising and communications industry. Apart from the risks and other information presented in this annual report, and at the date of its preparation, Havas is not aware of any governmental, economic, budgetary, monetary or political strategies or factors that have had or could have a significant influence, directly or indirectly, on the operations of the issuer Risks relating to the advertising industry sector A sector that is extremely susceptible to general and regional economic conditions or the political instability of certain markets The amount of money that companies spend on advertising and communications services is highly sensitive to fluctuations in general economic conditions. During economic recessions or downturns, companies may decide to suspend or make significant reductions in their expenditure on advertising and communications services. As a result, the Group may face severe pricing pressure, or even budget restrictions or cuts, during economic downturns; a downturn in the overall economy can have a significant impact on business. Likewise geopolitical events, terrorist attacks, or political or economic instability in certain regions where Havas is present may adversely affect its business. A highly competitive sector The advertising and communications services industry is highly competitive. The Group faces significant competition both from large international players and smaller agencies that operate only in a limited number of local markets, regions or countries. New competitors also include operators such as systems integrators, database marketing companies, modeling companies and telemarketers, which offer technological solutions to marketing and communications needs expressed by clients. As a result of this increasingly competitive environment the Group may lose present and potential clients to competitors, which co
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