the whole report

D’Ieteren
ANNUAL REPORT 2 0 0 8
2008
1805
JEANJOSEPH D’IETEREN
WHEELMAKING
Jean-Joseph opens his wheelwright workshop and
provides various horse carriage makers in Brussels with
wheels as a subcontractor.
ALEXANDRE D’IETEREN
HORSECARRIAGEMAKING
Alexandre opens his own factory on the rue Neuve
and starts building complete vehicles.
ALFRED ET EMILE D’IETEREN
HORSECARRIAGEBUILDING
The two brothers move their father’s workshop to the
chaussée de Charleroi. They participate in numerous
industrial exhibitions and give the workshop an
international character. They become suppliers to the
Court of Holland and later to the Court of Belgium.
Contents
2
Message to Shareholders
4
Group Activities
6
Automobile Distribution –
D’Ieteren Auto
LUCIEN D’IETEREN
AUTOMOBILE COACHWORKING
In 1919, after his brother Albert left, Lucien renames the
company “Les Anciens Etablissements D’Ieteren Frères.
Carrosserie de Grand Luxe.” and specialises in the design
and production of bodies fitted on the chassis of many
different brands. In 1931, the company starts distributing
American car brands like Studebaker e.g..
PIERRE D’IETEREN
DISTRIBUTION AND INDUSTRIALIZATION
Pierre signs an agreement with Volkswagen in 1948
to distribute the famous Beetle throughout Belgium.
A new assembly plant is opened in Forest and the first
Studebaker comes there from the production line
in 1949. The Beetle comes next in 1954. Pierre also
launches “Dit’Rent-a-car”, the short-term car rental.
ROLAND D’IETEREN
INTERNATIONALIZATION
The takeover of Avis Europe in 1989 and the purchase
of Belron in 1999 demonstrate the will of the family to
carry on with the development of the company while
emphasising its automobile experience.
20
Short-Term Car Rental –
Avis Europe plc
30
Vehicle Glass Repair and
Replacement – Belron s.a.
40
Financial Report
102 Major Risk Factors
103 Corporate Governance
106 Share Information
108 Index of
Management Report
D’Ieteren. The Facts.
D’Ieteren is an international group, active in three
sectors of services to the motorist:
> AUTOMOBILE DISTRIBUTION in Belgium
of Volkswagen, Audi, SEAT, Škoda, Bentley,
Lamborghini, Bugatti, Porsche and Yamaha;
> SHORTTERM CAR RENTAL in Europe, Africa,
the Middle East and Asia through Avis Europe plc
and the Avis and Budget brands;
> VEHICLE GLASS REPAIR AND REPLACEMENT
in Europe, North and South America, Australia
and New-Zealand through Belron s.a. and notably
its CARGLASS®, AUTOGLASS®, SAFELITE® AUTO
GLASS, SPEEDY®, LEBEAU®, SMITH&SMITH® and
O’BRIEN® brands.
D’Ieteren and its activities are present in
120 countries on 5 continents serving more than
18 million customers a year.
s.a. D’Ieteren n.v.
100%
59.6%*
77.4%
D’Ieteren Auto
Avis Europe plc
Belron s.a.
40.4%
6.3% 16.3%
London Stock
Exchange
* Indirect interest through D’Ieteren Car Rental s.a.
Minority
Shareholders
Cobepa
Group
Key figures
IFRS
Consolidated results (EUR million)
Sales6
Current operating result1,6
Current result, group’s share:
- before tax1,6
- after tax1,2
Group’s share in the result for the period3
Financial structure (EUR million)
Equity of which:
- Capital and reserves attributable to equity holders
- Minority interest
Net debt
Data per share (EUR)
Current result after tax1,2,4, group’s share
Group’s share in the result for the period3,4
Gross dividend per ordinary share
Net dividend per ordinary share
Net dividend per ordinary share + strip VVPR
Capital and reserves attributable to equity holders
Highest share price
Lowest share price
Share price as at 31/12
Average share price
Average daily volume (in number of shares)
Market capitalisation as at 31/12 (EUR million)
Total number of shares issued
Average workforce (average full time equivalents)
2008
6,146.8
375.1
2007
5,967.1
361.7
20067
5,253.7
291.6
20055
4,757.3
255.7
2004
4,459.8
274.4
Belgian
GAAP
2004
3,335.2
176.1
191.7
159.0
32.2
194.3
166.3
127.7
149.3
134.3
97.9
118.6
97.6
76.2
124.0
94.0
43.2
–
96.4
45.6
1,030.8
896.1
134.7
2,209.7
1,140.2
917.7
222.5
2,089.6
1,019.2
789.1
230.1
1,875.8
945.5
709.9
235.6
1,893.1
990.8
687.1
303.7
1,748.1
1,064.2
789.7
274.5
1,472.8
28.9
5.9
3.0000
2.2500
2.5500
162.0
248.0
72.2
75.1
175.3
8,024
415.3
5,530,262
30.2
23.2
3.0000
2.2500
2.5500
165.9
343.8
236.7
246.0
297.5
7,713
1,360.4
5,530,262
24.3
17.7
2.6400
1.9800
2.2440
142.7
272.5
218.5
269.7
250.9
6,207
1,491.5
5,530,262
17.7
13.8
2.4000
1.8000
2.0400
130.1
239.9
138.5
232.5
185.3
4,920
1,285.8
5,530,262
17.0
7.8
2.3100
1.7325
1.9635
125.8
189.1
135.1
136.5
161.5
4,723
754.9
5,530,260
17.2
8.1
2.3100
1.7325
1.9635
141.2
189.1
135.1
136.5
161.5
4,723
754.9
5,530,260
28,450
26,004
20,578
18,690
17,453
7,659
1. Under IFRS: before unusual items and re-measurements.
2. Under Belgian GAAP: before amortisation of consolidation differences.
3. Result attributable to equity holders of D’Ieteren, as defined by IAS 1.
4. Under IFRS: calculated in accordance with IAS 33. Under Belgian GAAP: calculated on the basis of the number of shares in circulation at the
end of the period (adjusted to take into account the 500 000 participating shares each granting a right to 1/8 of the ordinary dividend).
5. As restated following application of IAS 21 revised.
6. Excluding in 2006 and 2007 the discontinued operation in Greece
(application of IFRS 5).
7. As restated in 2006 following the malpractice identified in Portugal.
External sales by activity
An international group
CHANGE
● Automobile Distribution
1.4%
● Car Rental
-1.0%
● Vehicle Glass
7.8%
Total
3.0%
Total: EUR 6,146.8 million
43.6%
35.1%
● Vehicle Glass Repair
and Replacement
● Car Rental
21.3%
Financing structure:
3 separate financing pools
(net debt as per 31 December 2008)
Current operating result1
by activity
€m
1200
CHANGE
● Automobile Distribution2
● Car Rental
Net debt by activity
-10.3%
5.8%
● Vehicle Glass
● Car Rental and Vehicle Glass Repair and
Replacement
● Automobile Distribution, Car Rental and
Vehicle Glass Repair and Replacement
1000
11.1%
Total
3.7%
800
Total: EUR 375.1 million
600
23.6%
400
46.4%
200
30.0%
0
Automobile Distribution
CHANGE
● Automobile Distribution
● Car Rental
Vehicle Glass
● Bonds under securitisation programme
● Bonds and loan notes
● Bank loans and commercial paper
● Obligations under finance leases
Current result before tax1,
group’s share, by activity
2
Car Rental
€m
1200
-18.9%
Net debt maturity profile by activity
2.3%
● Vehicle Glass
1000
11.3%
Total
-1.3%
800
Total: EUR 191.7 million
600
31.6%
400
56.7%
200
11.7%
0
Automobile Distribution
1. Under IFRS: before unusual items and re-measurements.
2. The Automobile Distribution segment includes all costs related to the corporate activities, including
(concerning current result), finance costs resulting from the investment in the Car Rental and Vehicle Glass segments..
● Less than 1 year
● Between 1 and 5 years
● More than 5 years
Car Rental
Vehicle Glass
Ever since its first days, more
than 200 years ago, D'Ieteren
has considered external crises
as opportunities. Viewing them
as a catalyst for internal change,
the Company has consistently
demonstrated a unique ability to
remain flexible, yet strong, open
to novelty whilst remaining
in control. D'Ieteren has once
again managed to close a
difficult year quite successfully.
We look forward to another
year of driving change, and
welcome you on the journey.
THE GROUP
ANNUAL REPORT 2008 | THE GROUP | 1
2|
ANNUAL REPORT 2008 | MESSAGE TO SHAREHOLDERS
2008.
Promise kept.
In a year as difficult and as full of unexpected events as
2008, we can be justly proud of keeping our promise
of achieving an almost stable consolidated current
pre-tax result, group’s share. The main producers of this
superb success are undoubtedly the teams in our three
activities. We congratulate them warmly. The Belron
teams have achieved remarkable results, strengthening
the company’s presence in the USA by acquiring and
then very rapidly integrating Diamond Glass Inc.
They have also maintained organic sales and profit
growth in markets which are slightly falling for the first
time. The Avis Europe teams, with their recovery plan
and a series of vigorous cost control measures, have
been able to produce slightly rising earnings in a car
rental market which fell sharply in the second half.
In the current context, the D'Ieteren Auto teams
achieved an excellent result, with notably record new
vehicle registrations in a record Belgian market.
These collective efforts have enabled the Group
to end 2008 with a consolidated current result before
tax, group’s share, slightly down by 1.3% to
EUR 191.7 million.
ANNUAL REPORT 2008 | MESSAGE TO SHAREHOLDERS | 3
In 2009 the car market promises to
be significantly down on 2008. In this
context, D’Ieteren Auto will still be doing
everything possible to increase its market
share, in particular through new vehicle
launches and initiatives to gain and
maintain customer loyalty.
In Vehicle Glass Repair and
Replacement, Belron again produced
a very good performance, thanks to
sustained organic growth, despite a
slight decline of the VGRR market owing
the difficult economic conditions and
the high fuel prices which affected the
number of miles driven. Two factors
in particular explain this continuing
success. The first is the sharing of best
practices within the group. This includes
the further introduction of the new
internet site which allows customers to
fix appointments online. Belron has also
tested a new advertising campaign in a
number of countries, using TV for the
first time with very promising results. The
second factor is the constant attention
accorded to improving the conversion
rate and customer satisfaction, which
reached a record level in 2008. Belron
continued its geographical expansion by
acquiring Diamond Glass Inc. in the USA
and fully integrating it into the existing
US activities by year-end. It also acquired
Mobilglas Denmark, giving it market
leader position in this country.
In 2009 Belron should continue its internal
growth, based on its service efforts
towards customers, insurers and fleet
partners, and on increasing operational
efficiency.
In Car Rental, Avis Europe achieved
a slightly better pre-tax result than
in 2007 in a very difficult economic
context. Average rental revenue per day
at constant exchange rate increased for
the second year running, with volume
stable compared with 2007. These
achievements prove the effectiveness
of the recovery programme initiated in
2005, and the well-foundedness of the
investments in revenue management.
However, as at D’Ieteren Auto, major
losses on the residual values of the car
fleet have severely depressed results. Avis
Europe reacted with new cost reduction
initiatives during the year, in particular
through vigorous management of fleet
levels, a recruitment freeze and paring
discretionary expenditure. The morose
economic climate has not prevented
Avis Europe from continuing its threepronged strategy of make differentiation
(the “3-minute promise” has now
been generalized), pursuing revenue
management initiatives and its partnership
policy (that with the SNCF was renewed
for a further 5 years).
finally ended with a number of successes.
2009 will without any doubt be a source
of opportunities and new challenges. Let
us therefore view this crisis as a catalyst
for change, which will enable us to be
even more innovative and agile in an
increasingly turbulent environment.
More than ever before the involvement,
enthusiasm and talent of all our staff
are the key factors of our success. Their
unfailing commitment to the growth of
the Company, year by year, is exemplary
and deserves our full gratitude. We would
equally thank our customers, shareholders
and partners for their confidence and their
loyalty, the solid foundations on which
our future is built.
Avis Europe expects to pursue its
strategy in 2009 whilst continuing to
benefit further from the flexibility of the
business. However, the deterioration of
the economy led the Board to review
the carrying value of the company’s
investment in Avis Europe in the
consolidated accounts, as prescribed by
the accounting norm IAS 36. A non-cash
impairment charge has therefore been
recorded at the end of the financial year.
The economic and financial crisis that the
world is passing through is without recent
precedent. 2008 held several surprises, but
Jean-Pierre Bizet
Managing director
Roland D’Ieteren
Chairman
MESSAGE TO SHAREHOLDERS
In Automobile Distribution, D’Ieteren
Auto has continued to advance, on the
back of a record Belgian new vehicle
market, offering a constantly expanding
range of products and services in response
to growing client expectations for product
quality and environmental performance.
Registrations reached a record level, with
deliveries relatively stable compared with
the exception year 2007. The market share
has, however, dipped slightly owing to
supply not always keeping up with strong
demand. On the other hand, earnings
have been negatively affected by losses
on sales of less-than-a-year-old used cars
owing to the weakness of the second
hand car market and the deteriorating
economic climate. But, in a highly competitive market, D’Ieteren Auto still comes
out ahead of the pack thanks to two
major strengths: its specialist networks for
each car make and its many initiatives to
better satisfy its customers and earn their
loyalty. And what makes D’Ieteren Auto
what it is today is also its close, 60-year
relationship with the Volkswagen group.
4|
ANNUAL REPORT 2008 | GROUP ACTIVITIES
One goal:
leadership.
Automobile
Distribution
> 9 WELLKNOWN CAR
MAKES.
> 120,000 NEW VEHICLES
DELIVERED.
Car Rental
> OVER 3,900 LOCATIONS
IN EUROPE, AFRICA, THE
MIDDLE EAST AND ASIA.
> SERVING MORE THAN
8 MILLION CUSTOMERS.
Vehicle Glass
> THE WORLD LEADER IN
VEHICLE GLASS REPAIR
AND REPLACEMENT.
OUR ROLE
> Importation and distribution of
Volkswagen, Audi, SEAT, Škoda,
Bentley, Lamborghini, Bugatti and
Porsche vehicles in Belgium;
> Management of 5 distribution
networks with more than
300 independent dealers throughout
Belgium;
> Management of 17 corporate-owned
D’Ieteren Car Centers and 4 Porsche
Centers, mainly in the Brussels and
Antwerp regions;
> Long-term car rental and finance
leases through D’Ieteren Lease and
D’Ieteren Vehicle Trading;
> Used car sales through two
“My Way” centres at Drogenbos and
Kortenberg and around 80 dealers
affiliated to the “My Way Network”;
> Distribution of Yamaha products in
Belgium and Luxembourg through
D'Ieteren Sport;
> Importation and distribution of spare
parts and accessories to all dealers.
OUR ROLE
> Supply of short-term car rental
services through:
• two brands: Avis and Budget in
close cooperation with Avis Budget
Group, Inc., which owns the global
rights to the two brands;
• a network of over 3,900 locations,
corporately-owned or licensed, in
more than 100 countries in Europe,
Africa, the Middle East and Asia.
> A leading car rental company
adopting the “We Try Harder.” ethos
in every business relationship with
customers, employees, shareholders,
suppliers, licensees, partnerships and
society as a whole.
OUR STRENGTHS
> Two strong global brands - Avis and
Budget;
> Leading market position;
> An extensive worldwide network
with representation at key airport
and train station locations;
> Strong travel-related partnerships
with airlines, rail, credit card and
hotel companies;
OUR ROLE
> World n°1 in vehicle glass repair
and replacement (VGRR), with
1,800 branches and 7,900 mobile
vans, serving more than 9 million
customers in 28 countries across
4 continents;
> A 24 hour, 7 days a week repair
and replacement service, mobile or
at its branches, generating high
customer satisfaction;
> A unique business model
delivering its insurance partners
significant savings in the cost
of their glass claims.
OUR STRENGTHS
> A clear dedication to, and focus on,
vehicle glass repair and replacement;
> An extensive network of corporatelyowned and franchised businesses
across Europe, North and South
America, Australia and New Zealand;
> A portfolio of business units operating in markets at different stages of
maturity, enabling both profitability
and growth opportunities;
> The best known brands in
the industry: CARGLASS® across
continental Europe and in Brazil,
AUTOGLASS® in the UK, O’BRIEN®
OUR STRENGTHS
> A more than 60-year relationship
with the Volkswagen group;
> In-depth knowledge of the Belgian
automobile market, enabling to tailor
product and service offerings to
customer wishes;
> A proven network organization
that is both flexible and close to the
customer;
> Logistics, IT and marketing
experience;
> A 19.8% share of the new car market
in 2008.
> A customer-oriented website
making car rental reservations both
fast and straightforward;
> Diversified customer base and sales
channels;
> Strong central support services.
in Australia, SMITH & SMITH® in
New Zealand, LEBEAU®, SPEEDY
GLASS®, DURO VITRES D’AUTOS®
and APPLE AUTO GLASS® in Canada,
and SAFELITE® AUTO GLASS,
ELITE AUTO GLASS™, AUTO GLASS
SPECIALISTS®, DIAMOND TRIUMPH
GLASS™ and CINDY ROWE AUTO
GLASS™ in the US;
> Highly efficient operations achieved
by the sharing of best practices
across the group;
> Numerous long-term partnerships
with leading insurers and fleet
partners.
ANNUAL REPORT 2008 | GROUP ACTIVITIES | 5
D’Ieteren’s activities are – or have the potential
to become – market leaders. With very different
geographic footprints, they offer attractive
growth opportunities, either organically or
through acquisition.
Avis Europe plc
2007
2006
2005
2004
2004
New vehicles delivered (in units)
119,967
120,774
112,944
103,239
99,587
99,587
External sales
2,679.4
2,642.4
2,491.4
2,227.2
2,088.6
2,158.3
Current operating result1,2
88.5
98.7
81.9
56.1
64.1
60.7
Current result, group’s share
before tax1,2
after tax1,2,4
60.6
59.3
74.7
65.2
59.5
57.0
36.1
35.2
48.7
39.3
–
43.9
Average workforce
(average full time equivalents)
1,650
1,601
1,571
1,505
1,493
1,493
KEY FIGURES
(EUR million)
IFRS
Belgian
GAAP
2008
2007
200610
2005
2004
2004
1,311.3
1,324.7
1,255.0
1,276.4
1,252.8
1,176.9
112.7
106.5
89.8
100.4
114.2
115.4
Current result, group’s share
before tax1,9
after tax1,5
22.5
13.0
22.0
17.7
17.8
14.6
22.7
16.6
31.1
23.3
–
24.3
Average workforce
(average full time equivalents)
5,967
6,122
6,276
6,253
6,166
6,166
Current operating result1,9
KEY FIGURES
(EUR million)
IFRS
Belgian
GAAP
2008
2007
2006
2005
2004
2004
9.46
8.46
6.16
5.36
4.96
4.87
2,156.1
2,000.0
1,507.3
1,253.7
1,118.4
1,120.3
Current operating result1,3
173.9
156.5
119.9
99.2
96.1
95.6
Current result, group’s share
before tax1
after tax1,8
108.6
86.7
97.6
83.4
72.0
62.7
59.8
45.8
44.2
31.4
–
28.2
Average workforce
(average full time equivalents)
20,833
18,281
12,731
10,932
9,794
9,794
Total jobs (in million units)
External sales
1. Under IFRS: before unusual items and re-measurements.
2. The Automobile Distribution segment includes all costs related to the
corporate activities, including (concerning current result), finance costs
resulting from the investment in the Car Rental and Vehicle Glass segments.
3. Including, from 2005 on, a charge associated with the long-term incentive
plan for management.
Belgian
GAAP
2008
External sales9
Belron s.a.
IFRS
4. Under Belgian GAAP: after allocation to the Vehicle Glass segment of a net
financial charge after tax associated with D’Ieteren’s investment in this segment.
5. Under Belgian GAAP: before amortisation of consolidation differences.
6. Including Brazil.
7. Excluding Brazil.
8. Under Belgian GAAP: contribution of the former Dicobel group to D’Ieteren’s
current result after tax, before amortisation of consolidation differences and
after allocation to the Vehicle Glass segment of a net financial charge after tax
associated with D’Ieteren’s investment in this segment.
9. Excluding in 2006 and 2007 the discontinued operation in Greece
(application of IFRS 5).
10. As restated in 2006 following the malpractice identified in Portugal.
GROUP ACTIVITIES
D’Ieteren Auto
KEY FIGURES
(EUR million)
102 |
ANNUAL REPORT 2008 | MAJOR RISK FACTORS
Major Risk Factors
AUTOMOBILE DISTRIBUTION
D’Ieteren Auto’s activity is primarily based
on close relations built during the last
sixty years with the Volkswagen group
and largely depending on the existence
of import agreements between both
parties. This close relationship also makes
the results of D’Ieteren Auto dependent
on the success of the models developed
by the Volkswagen group. Furthermore,
future developments of the European
regulation concerning automobile
distribution could potentially influence
the competitive environment in a way
that is difficult to foresee for the time
being. The development of environmental
standards or tax regulation on company
cars could have a negative influence
on volumes and mix of new vehicles
sold. D’Ieteren Lease’s fleet represents
an important asset of which the value
is largely depending on the used vehicle
market development.
CAR RENTAL
Given its extensive geographic coverage,
Avis Europe’s business is subject to various
risks inherent to international operations
and also risks associated with the demand
for its services, which in itself is highly
seasonal, including disruption to air travel.
The group and its licensees are subject
to competition from a wide range of
other operators both directly and via
intermediaries and brokers, increasing
the prevalence and intensity of price
competition. Fleet costs, one of the most
important elements in operating costs,
largely depend on the buying conditions
negotiated with car manufacturers and
the selling conditions on the used car
market and therefore depend on the
car industry conditions in general. It is
important for the activity to have access
to the necessary funds in order to finance
the fleet. Avis Europe has agreements with
Avis Budget Group, Inc. (ABG) for the
use of the licences of the Avis and Budget
brands in specified territories and for the
provision of computer systems, marketing
initiatives and customer referrals. Any
adverse changes to the terms of these
agreements or any deterioration in ABG
or its business or in the relationship with
ABG could have an adverse effect on the
group’s financial condition and results of
its operations. Significant risks would exist
to the stability of the group’s business
if access to primary insurance and/or
reinsurance was constrained, denied or
available only at increased costs that could
not be passed on in increased prices.
VEHICLE GLASS
Belron operates in the vehicle glass repair
and replacement (VGRR) market which
is dependent on various factors notably
weather conditions, changes in the vehicle
park and driving speed. Weather extremes
create peaks in demand which need to
be managed through flexible operations
whilst changes in vehicle technology or
traffic speed result in changes in breakage
rates and thereby overall market size.
The VGRR market is also influenced by
insurer and commercial business decisions
towards glass coverage and preferred
suppliers. Changes in insurance coverage
affect motorists’ propensity to act on
damage despite the associated safety
risk. Belron employs around 21,000 full
time equivalents and makes a significant
investment in training to insure all its
staff are appropriately qualified to fulfill
their roles throughout the business.
In addition, Belron uses sophisticated
information technology and centralised
distribution facilities which are key to
the business operation and represent
key risk points. In addition to its organic
operational activities, Belron is also an
acquisitive company and accordingly faces
the usual risks associated with buying and
integrating businesses.
Risks related to financial instruments are explained in note 38 of the consolidated financial statements.
ANNUAL REPORT 2008 | CORPORATE GOVERNANCE | 103
Corporate Governance
BOARD OF DIRECTORS
Composition
The Board of Directors consists of:
> six non-executive Directors, appointed
on the proposal of the family
shareholders;
> one non-executive independent
Director, appointed on the proposal
of Cobepa;
> three non-executive Directors, two of
whom are independent, proposed on
the basis of their experience;
> the Managing Director (CEO).
The Chairman and the Deputy Chairman
of the Board are selected among the
Directors appointed on the proposal of
the family shareholders.
Roles and activities
Without prejudice to its legal and statutory attributions and those of the General
Meeting, the roles of the Board are to:
> determine the strategy and values of
the Company and approve its plans and
budgets;
> decide on major financial operations,
acquisitions and divestments;
> ensure that appropriate organisation
structures, processes and controls are in
place in order to achieve the Company’s
objectives and properly manage its risks;
> appoint the Directors proposed by the
Company for the boards of its main
subsidiaries;
> appoint and revoke the CEO and CFO
of s.a. D’Ieteren n.v. as well as the CEO
and CFO of D’Ieteren Auto and decide
on their remuneration;
> monitor and review performance of
executive management;
> maintain effective communication with
the Company’s shareholders and other
stakeholders.
Consultation Committee
The Chairman and the Deputy Chairman
meet monthly with the Managing
Director, as the Consultation Committee,
to keep in close relation with each other,
monitor the Company’s performance,
review progress on major projects and
prepare the Board of Directors’ meetings.
Remuneration of non-executive
Directors
The Company discloses Board members’
remuneration globally. The Board
believes that shareholders and investors
are adequately informed by being
communicated the total cost of the
Board, as a collegial governing body,
without details by individual Director.
For the year ended 31 December 2008, a
total fixed amount of EUR 1,589,630 was
paid to the non-executive Directors by the
Company and its subsidiaries. No other
benefit or remuneration has been paid,
and no loans or guarantees have been
extended by D’Ieteren to members of
the Board.
GROUP EXECUTIVE MANAGEMENT
The Managing Director of s.a. D’Ieteren
n.v. is responsible for the Group executive
management. He is assisted by the
Corporate management team, in charge,
at Group level, of finance, financial
communication, investor relations,
accounts consolidation, legal and tax
matters and management control.
The Board of Directors meets at least six
times a year. Additional meetings are held
when business needs require. Decisions
of the Board of Directors are taken by a
majority of votes, the Chairman having a
casting vote in case of a tie. In 2008, the
Board met 7 times. Directors’ participation
to Board meetings was 96.1%.
The Chief Financial Officer, the Chief
Legal Officer and the Group Treasurer
constitute the Senior Management at
Group level.
Committees of the Board of Directors
At the beginning of 2005, the Board set up
two Board Committees:
> the Audit Committee met 3 times in
2008, 2 of which in the presence of the
Statutory Auditor, and reported on its
activities to the Board of Directors;
> the Nomination and Remuneration
Committee met 4 times in 2008 and
For the year ended 31 December 2008,
the aggregate amount of remuneration of
all nature attributed by D’Ieteren and its
subsidiaries to the Managing Director of
the Group was EUR 1,690,407, of which
the variable part represents around 32%
(decreased, due to an exceptional bonus
paid in 2007).This amount includes
employer premiums on corporate pension
CORPORATE GOVERNANCE
The Company adheres to the corporate
governance principles set out in the Belgian
Code of corporate governance and has
published since 1 January 2006 its Corporate
Governance Charter on its website. The
implementation of these principles takes
into consideration the unique structure of
the Company’s share capital, with family
shareholders owning the majority and having
ensured the continuity of the Company since
1805. Exceptions to the principles are set out
in Section 5 of the Charter published on the
Company’s website.
reported on its activities to the Board of
Directors.
104 |
ANNUAL REPORT 2008 | CORPORATE GOVERNANCE
Corporate Governance
plans amounting to EUR 73,082 and the
granting of 637 D’Ieteren stock options for
a total amount of EUR 16,817. No loans or
guarantees have been extended to him by
D’Ieteren.
For the year ended 31 December 2008,
the aggregate amount of compensation
of all nature attributed by D’Ieteren and
its subsidiaries to the three members of
the Senior Management at Group level
was EUR 889,536, of which the variable
part represents around 30% (decreased,
due to an exceptional bonus paid in 2007).
This amount includes employer premiums
on corporate pension plans amounting
to EUR 147,552 and the granting of an
aggregate number of 1,911 D’Ieteren stock
options for a total amount of EUR 50,451.
No loans or guarantees have been
extended to them by D’Ieteren.
EXECUTIVE MANAGEMENT OF
THE THREE SECTORS
The activities of the D’Ieteren Group are
organised in three sectors.
The Automobile Distribution sector
- D’Ieteren Auto, an operational
department of s.a. D’Ieteren n.v. without
separate legal status - is managed by
the CEO D’Ieteren Auto, reporting to
the Group Managing Director. The CEO
D’Ieteren Auto chairs the management
committee of D’Ieteren Auto, comprising
seven other members with responsibilities
for D’Ieteren Car Centers, Finance, Group
Service, IT, Marketing, Makes and Human
Resources.
The Car Rental sector comprises
Avis Europe plc and its subsidiaries. At
31 December 2008, Avis Europe plc is
governed by a board of directors of nine
members: three are appointed on the
proposal of s.a. D’Ieteren n.v., three are
independent directors, and two are full
time executive directors. The current
non-executive chairman of the board is
a former Avis CEO. D’Ieteren’s Managing
Director is executive deputy chairman of
the board. The board of directors of Avis
Europe plc has three board committees:
the audit committee, comprising three
independent directors, the nomination
committee and the remuneration
committee, each comprising one of the
directors proposed by s.a. D’Ieteren n.v..
Listed on the London Stock Exchange,
Avis Europe plc is in compliance with
the provisions of the Combined Code,
with a few exceptions fully disclosed
in its annual report. The rights and
obligations of the directors appointed
on proposal of s.a. D’Ieteren n.v., and of
s.a. D’Ieteren n.v. as a shareholder, are
set out in the Relationship Agreement
entered into at flotation in 1997.
The Vehicle Glass sector comprises
Belron s.a., in which D’Ieteren and Cobepa
own, at 31 December 2008, respectively
a 77.38% and 16.35% shareholding, and
its subsidiaries. At 31 December 2008,
Belron s.a. is governed by a board of
directors consisting of eleven members,
four of which are appointed on proposal
of D’Ieteren, two of which are appointed
on proposal of the Cobepa group, one is
appointed on proposal of the founding
shareholders, two are executive directors
and two are independent directors. The
Managing Director of D’Ieteren is member
of the board and chairs it. The board of
directors of Belron s.a. has two board
committees: the audit committee and the
remuneration committee, each chaired
by a director appointed on proposal of
D’Ieteren.
DIVIDEND POLICY
The Board of Directors intends to
maintain its ongoing policy of providing
the largest possible self-financing for
the development of the Group, while
ensuring regular dividend growth, results
permitting.
assignments and EUR 17,142 were charged
for fiscal advice.
ELEMENTS THAT CAN HAVE AN
INFLUENCE IN CASE OF A TAKE
OVER BID ON THE SHARES OF THE
COMPANY
The Extraordinary General Meeting of
27 May 2004 has renewed the authorization to the Board to increase the
share capital in one or several times by a
maximum of EUR 60 million. The capital
increases to be decided upon in the
framework of the authorized capital can
be made either in cash or in kind within
the limits set up by the Company Code,
or by incorporation of available as well as
non available reserves or a share premium
account, with or without creation of new
shares, either preference or other shares,
with or without voting rights and with
or without subscription rights. The Board
of Directors may limit or waive, in the
Company’s best interest and in accordance with the conditions determined by
the law, the preferential subscription right
for the capital increases it decides, including in favour of one or more determined
persons. The Board of Directors is also
entitled to decide, in the framework of
the authorized capital, on the issuance of
convertible bonds, subscription rights or
financial instruments which may in term
give right to Company shares, under the
conditions set up by the Company Code,
up to a maximum, such that the amount
of the capital increases which could result
from the exercise of the above mentioned
rights and financial instruments does not
exceed the limit of the remaining capital
authorized as the case may be, without
the preferential subscription right of
bondholders.
AUDITOR’S FEES
The fees charged in 2008 by the Statutory
Auditor and linked companies for the
work carried out on behalf of Group
Companies in connection with the
compulsory control of the statutory
and consolidated financial statements
amounted to EUR 224,120 (excl. VAT).
Further fees of EUR 52,978 (excl. VAT)
were charged for non-audit missions
of which EUR 35,836 for other specific
Without prejudice to the authorization
given to the Board of Directors according
to the previous paragraph, the Extraordinary General Meeting of 29 May 2008
has explicitly authorized the Board of
Directors, for a renewable 3-year period,
to proceed - in the event of takeover bids
on the Company’s shares and provided
the required notification has been made
by the CBFA within a 3-year period - to
capital increases by contribution in kind
ANNUAL REPORT 2008 | CORPORATE GOVERNANCE | 105
By decision of the same Meeting, the
Board of Directors has been authorized
to purchase own shares, without prior
approval of the Assembly, in order to
prevent the Company from suffering a
severe and imminent damage, for a renewable 3-year period, starting from the date
of publication of the decisions taken to
amend the articles of association in the
appendixes of the Belgian Official Gazette.
The Board is also authorized, in order to
prevent the Company from suffering a
severe and imminent damage, to sell own
shares on the stock exchange or through a
sale offer made under the same conditions to all shareholders in accordance
with the law. These authorizations also
apply, under the same conditions, to the
purchase and sale of the Company’s shares
by subsidiaries in accordance with clauses
627, 628 and 631 of the Company Code.
own shares under the legal conditions,
notably to cover stock option plans for
managers.
The rules governing the appointment
and replacement of Board members
and the amendment of the articles of
association are those provided for by the
Company Code.
Finally, the General Assembly grants the
Board annual authorizations to purchase
Board of Directors (as at 31 December 2008)
1,2
Age
End of term
Roland D’Ieteren
Chairman of the Board; Director Avis Europe plc, Belron s.a.
66
May 2010
Maurice Périer1,2
Deputy Chairman of the Board; Director of companies
Director Belron s.a.
70
May 2011
Jean-Pierre Bizet
Managing Director;
Executive Deputy Chairman Avis Europe plc;
Chairman of the board Belron s.a.
60
May 2011
Nicolas D’Ieteren1,2
Managing Partner Enero s.p.r.l.
33
May 2011
3
Managing Director Petercam
58
May 2010
Architect; Founding Partner Urban Platform s.c.r.l.
37
May 2011
Director Banque Degroof, C.F.E.
69
May 2009
Director of companies; Director Cofinimmo s.a.
71
May 2011
Managing Director Cobepa; Director Sapec,
Carrières du Hainaut, ISOS, J.F. Hillebrand
61
May 2010
Permanent representative: Patrick Peltzer
68
May 2010
Nayarit Participations s.c.a.
Permanent representative: Etienne Heilporn
69
May 2010
Composition
of the Committees
(as at 31 December 2008)
Nomination and Remuneration Committee
Audit Committee
Chairman
Roland D’Ieteren
Pascal Minne
Members
Pascal Minne
Gilbert van Marcke de Lummen
Alain Philippson
Christian Varin
Pascal Minne
Olivier Périer1,2
Alain Philippson3
4
Gilbert van Marcke de Lummen
3
Christian Varin
s.a. de Participations et de Gestion1
1
Auditor
SC BDO Atrio, Delvaux, Fronville, Servais et Associés, Réviseurs d’entreprises - Bedrijfsrevisoren,
represented by Gérard Delvaux and Jean-Louis Servais
1. Director appointed on the proposal of the family shareholders. - 2. Director descendant of, or related to, the founding family. - 3. Independent Director. - 4. Former Executive.
End of term
May 2011
CORPORATE GOVERNANCE
or in cash, as the case may be, without
the preferential subscription right of
shareholders.
106 |
ANNUAL REPORT 2008 | SHARE INFORMATION
Share Information
D’Ieteren share
Indices
Financial year from 1 January to 31 December
D’Ieteren share forms part of the Next 150 and BEL MID
indices of NYSE Euronext with respective weighting of
0.51% and 2.71% as at 6 March 2009. Until 31 December
2007, the share also formed part of the Next Prime index
wich has been removed by NYSE Euronext. It also forms
part of sector indices published by Dow Jones, Eurostoxx
and Bloomberg.
Minimum lot
1 share
ISIN code
BE 0003669802
Sicovam code or security code
941039
Reuters code
IETB.BR
Bloomberg code
DIE.BB
FTSE classification
Business Support Services
Dividend
Evolution of the share price and traded volumes
in 2008
400
Share Price (EUR)
Volumes
90,000
350
80,000
70,000
300
60,000
250
50,000
200
40,000
150
If the allocation of results proposed on note 29 of this
Annual Report is approved by the Ordinary General
Meeting of 28 May 2009, a gross dividend for the year 2008
of EUR 3.0000 per share will be distributed, i.e.:
> a net dividend of EUR 2.2500 in return for coupon n°18,
after deduction of the withholding tax of 25%;
> a net dividend of EUR 2.5500 in return for the coupon
and VVPR strip n°18, after deduction of the withholding
tax of 15%.
30,000
100
20,000
50
10,000
Payment of the dividend will take place as from 4 June 2009
at the head offices and branches of Bank Degroof.
0
12/08
11/08
10/08
09/08
08/08
07/08
06/08
05/08
04/08
03/08
02/08
01/08
0
Evolution of the share price over 5 years (EUR)
Gross dividend per share (EUR)
Share Price (EUR)
400
350
3.5
300
3
250
2.5
200
2
150
1.5
01/09
07/08
01/08
07/07
01/07
07/06
01/06
0
07/05
0
01/05
50
07/04
1
0.5
01/04
100
Detailed and historic information on the share price
and the traded volumes are available on the websites of
D’Ieteren (www. dieteren.com) and NYSE Euronext
(www.nyseeuronext.com). Avis Europe, a 59.6% subsidiary
of D’Ieteren, is listed on the London Stock Exchange in
the Transport sector (code AVE.L).
3.00
3.00
2007
2008
2.64
2.31
2.40
2004
2005
2006
ANNUAL REPORT 2008 | SHARE INFORMATION | 107
Press and investor relations
31 December 2008
Number
Related
voting rights
Ordinary shares1
5,530,262
5,530,262
Participating shares
1
500,000
500,000
Total
6,030,262
1. Each of the shares and participating shares grants a voting right.
Shareholding structure
Stéphanie Ceuppens
Financial Communication
s.a. D’Ieteren n.v.
Rue du Mail, 50
B – 1050 Brussels
Belgium
Tel.:+32-2-536.54.39
Fax: +32-2-536.91.39
E-mail: fi[email protected]
VAT BE 0403.448.140 – Company registration
number Brussels
Information about the Group (press releases, annual
reports, financial calendar, share price, statistical information, social documents…) is available, free of charge, mostly
in three languages (French, Dutch, English), on the website:
www.dieteren.com, or on request.
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(*#,,
Ce rapport annuel est également disponible en français.
Dit jaarverslag is ook beschikbaar in het Nederlands.
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31 December 2008 - in voting rights
Nayarit Group
30.13%
SPDG Group
25.10%
Cobepa s.a.
Own shares
Public
7.32%
1.68%
35.77%
Information about the statement of capital can be found in note 29 of this Annual Report.
Financial calendar
Last day for the deposit of shares for
the Ordinary General Meeting
22 May 2009
Ordinary General Meeting
28 May 2009
Payment of the dividend for
the year 2008
4 June 2009
Publication of the results for
the first half 2009
28 August 2009
Publication of annual results 2009
March 2010
Forward-looking statements
This Annual Report contains forward-looking information that involves risks and uncertainties,
including statements about D’Ieteren’s plans, objectives, expectations and intentions. Readers are
cautioned that forward-looking statements include known and unknown risks and are subject to
significant business, economic and competitive uncertainties and contingencies, many of which
are beyond the control of D’Ieteren. Should one or more of these risks, uncertainties or contingencies materialize, or should any underlying assumptions prove incorrect, actual results could vary
materially from those anticipated, expected, estimated or projected. As a result, D’Ieteren does not
assume any responsibility for the accuracy of these forward-looking statements.
SHARE INFORMATION
Denominator
108 |
ANNUAL REPORT 2008 | INDEX OF THE CONSOLIDATED DIRECTORS’ REPORT
Index of the Consolidated
Directors’ Report
Content of the consolidated directors’ report
Evolution of the situation, activities and results of the Company
Major risk factors and uncertainties
Subsequent events
Page(s) of the annual report
2-3, 10-12-13, 24-26-27, 34-36-37
102
96
Circumstances susceptible of having a significant influence on the development of the consolidated group
N/A
Research and development
N/A
Financial risk management
90-91-92
Increase of capital, issue of convertible debentures or subscription rights
N/A
Interim dividend
N/A
Acquisition of own shares
Share capital protection
81-82
104-105
PRESS AND INVESTOR RELATIONS
Stéphanie Ceuppens
Financial Communication
s.a. D’Ieteren n.v.
rue du Mail, 50
B-1050 Brussels
Belgium
Tel.: + 32-2-536.54.39
Fax: + 32-2-536.91.39
E-mail: fi[email protected]
Website: www.dieteren.com
VAT BE 0403.448.140 - Brussels RPM
Ce rapport annuel est également disponible en français.
Dit jaarverslag is ook beschikbaar in het Nederlands.
Concept and realisation:
The Crew
www.thecrewcommunication.com
Photography:
Jean-Michel Byl - Clair Obscur,
Nicolas Van Haren, D’Ieteren Gallery archives
and picture libraries Audi, Avis, Belron,
Bentley, Budget, Carglass, Lamborghini, SEAT,
Škoda, Porsche, VW, Yamaha, GettyImages,
Shutterstock
Printing: Joh. Enschedé - Van Muysewinkel
The major trading brands of the Belron® Group:
Belron®, the Belron® Device, Autoglass®, Carglass®, Glass Medic®,
Lebeau Vitres d’autos®, Duro®, Speedy Glass®, Apple Auto Glass®,
Safelite® Auto Glass, Elite Auto Glass™, Auto Glass Specialists®,
Diamond Triumph Glass™, Cindy Rowe Auto Glass™, O’Brien® and
Smith & Smith® are trademarks or registered trademarks of
Belron S.A. and its affiliated companies.
www.dieteren.com