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2015
Annual
Report
CONTENT
01 Chairman's statement
SPECIALISED
DISTRIBUTION
Building and sanitation valves
Domestic and collective pumps
Plumbing equipment and faucets
Central heating and domestic hot
water accessories
Domestic ventilation
Air compressors
Welding stations and generators
02 Our business
02 Our markets
04 Our business
06 Sales activity
07 Sourcing and logistics
08 Our suppliers
10 Our customers
12 Company history
13 Key figures
14 Governance
14 Organisation chart and executive committee
16 The Chairman's report on the governance of the company
and its internal financial control procedures
17 Board of Directors
22 Internal control
23 Information on risks
24 Corporate Social Responsibility (C.S.R.)
26 Share performance
28 Make-up of capital
32 Relationship with our shareholders
36 Consolidated figures
48 Real estate
55 Employees
62 Subsidiaries
76 Accounts and legal information concerning the parent company
86 Reports - Certificates - Correlation tables
88 Statutory auditors reports
94 Correlation tables
99 Component elements of annual financial statement
This English version of Thermador Groupe’s annual
report 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 as "reference
document".
99 Statement of the person responsible for the reference
document
100 C.S.R. certificate
101 C.S.R. correlation tables
102 Draft resolutions
ANNUAL REPORT 2015 | CHAIRMAN’S STATEMENT
1
CHAIRMAN’S STATEMENT
Dear shareholders,
The drop in business levels recorded in 2015 amongst our wholesale customers, on a French construction market that remains
depressed, was compensated for by strong sales growth of valves in Europe and watering pumps and ventilation in France.
For constant scope, this turnover is slightly higher than the previous year, whereas our net profit fell 4.2%. We will show that the
sharp fall in the euro has had only a relative impact on our profitability, given that 35% of our purchases are made in dollars.
This performance can be explained by the structure of our organisation comprised of small, competent, highly-motivated,
fast-reaction teams.
When you asked us in 2014 whether we planned to make any acquisitions and thereby make better use of our cash, we always
answered that in order to do that we would have to find a company with a very specific profile: professions identical to our own,
similar ratios and people sharing the same values. This meeting took place, thanks to an informal exchange with CM-CIC
Investissement, a shareholder of Thermador Groupe for more than 20 years. As a result, Mecafer and Nuair France joined us on
July 1, opening up doors to the market for heavy tooling in France targeting the general public, professionals and industry.
Over the half-year, the two companies brought in €13.2m of turnover and €1.16m of net profit. Finally, net consolidated profit
progressed 1.7% to €20.2m.
At the AGM, to be held in Lyon on April 4, we will be proposing a higher dividend of €3.20, corresponding to a distribution rate
of 70%.
We had a good year on the stock exchange, with the Thermador Groupe share gaining 22.5% over the 12 months, whilst the
CAC Mid & Small index only grew 18.2%. Our share did better than average for small and medium-sized holdings, a clear
indicator of our shareholders’ confidence in our strategy and our management team. At the same time, the share in the mutual
fund (FCPE), 95%-invested in Thermador Groupe shares, progressed 26.7%, benefiting almost all the Group’s employees.
Shareholders who placed Thermador Groupe shares in a PEA-PME scheme (share saving plan) in April 2014 and reinvested the
dividends recorded an annual average return, net of tax, of 13%.
At the AGM on April 4, we will table the nomination of new board members so as to better guarantee a balance of power between
operational managers and independent board members. Also, with a view to better representation of our personnel on the Board,
we will be proposing the election of an employee from the Group, whose was chosen by her peers in 2013 to represent them on
Thermador Groupe’s mutual fund (FCPE) supervisory board. We will also present a resolution designed to eliminate dual voting
rights for registered shares held for more than 4 years, to return to the principle of 1 share, 1 vote.
In 2015, our international development continued a-pace, with our storage capacity increasing and net cash strongly positive in
spite of paying out €20.5m for the Mecafer and Nuair France purchases. Notwithstanding a particularly difficult economic
environment, in 2016 we will continue to lay the foundations for our future development. We will use all possible organic growth
levers and remain attentive to any possible acquisition opportunity as long as it is totally compatible with our strategy focussed
on our profession and on organisational efficiency.
The most recent figures published in January 2016 indicated a slight rise in the number of planning applications filed in France.
We can reasonably estimate that the positive impact for our “building” ranges will be felt in Q4 2016.
We will also be able to count on new talents in our midst, from Mecafer and Nuair France, to develop markets from which we
were previously absent such as air compressors, welding units and generators.
Finally, we will be accompanying the first steps of Aello on the market of French swimming pool professionals and exploring
valve markets in some African countries, recruiting the appropriate skill-sets.
Guillaume Robin
2
OUR BUSINESS | OUR MARKETS
OUR MARKETS
34 million
housing units in France, of which around
6 million second homes and 19 million houses,
plus offices, schools, hospitals, prisons, etc.
Around
50%
of our turnover.
Fluid circuits
in construction
A lot of Thermador’s, PBtub’s and
Sferaco’s for a big part turnover comes
from the distribution of materials for
heating systems and hot and cold water
systems for housing and the tertiary sector: tubes in synthetic materials at PBtub,
valves at Sferaco, valves and other central
heating and sanitary domestic hot water
system components at Thermador.
Also, our recently created subsidiary
Axelair offers a complete range for better
air circulation control and air quality in
private houses.
Demand on the French housing market
remains high, and major renovation programmes are needed to reduce energy
consumption and provide better comfort.
Most of our turnover is based on maintenance and renovation. These are "needs"
markets where we are well positioned to
best profit from future growth.
For the circulation of hot domestic water,
safety requirements (prevention of burns,
legionnellosis, etc.) should boost the sale of
the devices we distribute.
Furthermore, we are attentive to the
consequences of the new thermal regulations and the trend in favour of renewable
energies: heat pumps, solar, biomass,
high performance mechanical ventilation,
systems in which fluids circulate). This
opens up new sales opportunities.
Around
6%
of our turnover. Heavy
tooling for public, professional and industrial customers
Mecafer sells air compressors, generators,
welding stations and chargers to distributors
and high-end DIYers. It has made and will
continue to make a major contribution to the
growth of this market through innovations that
make this type of equipment easier to use.
Mecafer enjoys a high level of brand awareness
and is widely referenced amongst French
customers. Furthermore, our industrial partner
Fini Nuair has a licence with Stanley, allowing
us to differentiate our product range available
to major customers in France.
Nuair France, a subsidiary of Sectoriel, sells
rotary screw and reciprocating compressors to
professionals and to industry. The range
supplements our tanks and valves already
being sold to industrial wholesalers and
compressed air specialists. Furthermore, Nuair
France gives us access to automobile supply
distributors. Compressed air is an irreplaceable,
universal energy source used on worksites, and
in workshops, factories and mechanics shops.
We are entering a colossal market on the back
of an independent but major Italian
manufacturer on the global market for
reciprocating compressors.
OUR BUSINESS | OUR MARKETS
3
Most of our markets are not overly exposed to economic fluctuation.
Although the businesses of our different subsidiaries are fairly similar,
our subsidiary organisation distributes our risks effectively.
Around
20%
of our turnover.
Fluid circuits in industry
The majority of industrial sites use fluids:
water, gas, steam (chemical, agro-foods and
pharmaceutical industries). Our subsidiaries
Sferaco, Sectoriel and Thermador International
sell valves, flaps, filters, connectors, actuators
and regulators adapted to the different needs
of these markets.
We are very well represented amongst almost
all specialist distributors and wholesalers in
industrial valves and industrial supplies and we
are progressively adding to our range of
products.
Our equipment is used for both maintenance
and new installation work.
17 million
gardens in France, one or more pumps
per garden...
Around
24%
of our turnover.
Domestic pumps (watering - SWIMING POOL - lifting)
With Jetly and Dipra, we are major players on
the French domestic pump market in
professional distribution circuits and DIY
superstores.
For watering, irrigation, water supply to private
houses, transfer or lifting of clean or waste
water, the pump market is substantial and will
remain so, even though the seasons are of
variable quality because of changing climatic
conditions.
As of 2016, Aello will be offering a range of
equipment to swimming pool professionals
including pumps made by our longstanding
partner, DAB. The French market is the second
biggest in the world after the US with between
1.3 and 1.4 million sunken swimming pools and
30,000-33,000 new builds each year.
In the areas of wastewater lifting and recovery
of rainwater, Jetly has developed equipment
which has given the company a leading
position (internal estimate) in these high
development markets (tanks with pumps).
4
OUR BUSINESS | OUR BUSINESS
OUR BUSINESS
SPECIALISED DISTRIBUTION
Building and sanitation valves - Domestic and collective pumps - Plumbing equipment
and faucets - Central heating and domestic hot water accessories - Domestic ventilation
Air compressors - Welding stations and generators
Manufacturing partners. Over 200 factories throughout the world.
We distribute the products of our industrial partners in Europe
via an extremely efficient sales and logistics organisation.
We offer our customers a very wide range of products suited to their markets,
immediately available from stock.
Original
Equipment
Manufacturers
French wholesalers
European
wholesalers
DIY
Superstores
Plumbers - Installers - Operators - HVAC engineering companies
Air treatment engineering - Administrations - Factories
Swimming pool
professionals
Private
individuals
OUR BUSINESS | OUR BUSINESS
5
Our subsidiaries are useful and efficient interfaces between a large number of
industrialists scattered throughout the world, and increasingly demanding wholesalers
and DIY superstores.
The know-how and industrial tools required for the design and
manufacture of the products used in our professions are
extremely diverse: stamping, machining, electronics, assembly,
automatic systems, plastic injection, punching, rotational
moulding, foundry, etc. This is why we call upon a large number
of industrialists scattered throughout the world to make up our
product ranges. Some of them, the best performers in their
fields, choose to concentrate the majority of their human
and financial resources on their core business: production.
They entrust all or part of the distribution of their products to
specialised companies, responsible for marketing, sales,
storage and logistics. They look for reliable, stable partners who
will pass on substantial scheduled orders to ensure
production flows. Thermador Groupe’s companies meet all
these criteria.
Our strengths
• In-depth market knowledge.
• A wide range of suitable products.
• Highly competent sales teams, extensive geographical
presence.
• All employees are trained, motivated, reactive and stable.
• High performance logistics: storage capacity, organisation
of stock and shipments, ensuring 24 to 48 hour deliveries
throughout France, and 2 to 6 day deliveries throughout
Europe.
Wholesalers and DIY superstores manage gigantic ranges and
hold between 2 and 3 months’ worth of stock. Each stock-out
means that they lose customers, who are increasingly
demanding on product availability. These are professional
customers, such as plumbers, heating systems engineers,
HVAC (Heating Ventilation Air Conditioning) engineering
companies, industrial maintenance companies, or those
specialised in new works: electricians, public works companies,
but also private individuals who shop in DIY superstores and
who employ contractors to work in their homes.
Caleffi factory in Italy.
Caleffi factory in Italy.
COMPETITION
Each of our commercial subsidiairies can have dozens of
competitors, mostly sales subsidiaries of French or foreign
manufacturers or importers. Some of those competitors are
common to several of our subsidiaries, but none is present
on all our sales channels.
Wholesalers are therefore quite naturally looking for suppliers
who can offer a wide range of high quality products at
competitive prices, with good product availability. They
expect their orders to be delivered complete and reliably,
on very short delivery times, so as to reduce stock and order
processing costs to a minimum. Finally, they are looking for
suppliers who work closely with them, and are able to answer
their technical questions and train their teams, who will
remain loyal and transparent through their commercial
policies.
This is where the Thermador Groupe companies come in,
since they offer a perfect fit to these demands. Our motivated,
competent teams are ready to listen to our customers’ needs in
the field and on the telephone. Our highly efficient
organisations limit costs, and naturally make us competitive and
efficient. Our financial structure allows us to hold very large
amounts of stock, which guarantees service quality.
6
OUR BUSINESS | SALES ACTIVITY
SALES ACTIVITY
Sales managers’ meeting.
They work primarily with our paper-format price catalogues,
with its 2,012 pages of products.
50% of our staff, i.e.: Chairman & CEO, sales directors,
travelling reps and sedentary technical sales personnel, are
constantly in contact with our customers, in the field or on the
phone.
Some of our customers can receive representatives from several
subsidiaries of the group during the same day, without ever
complaining that they’re wasting their time. Our colleagues are
expected to have an in-depth understanding of the product
ranges they promote, and therefore be efficient in their work.
We have recorded 36,070 visits to 21,193 customers, each
producing a follow-up report which is accessible to everyone in
each subsidiary. 147 of our customers have visited our group,
and 37 of them the facilities of our industrial partners.
Each week, training courses take place in the field or on our
premises, with our teams and our customers.
Training house at Thermador.
They also consult our websites for
easy access to technical information.
We counted 7,970,969 clicks on those
sites in 2015.
Under the auspices of the administrative
management, our sedentary technical
salespeople are also involved by phone,
addressing all types of requests in
record time: price, availability, aftersales
service, technical information… Some
417,874 calls are received per year.
Sedentary sales staff at Sferaco.
Sedentary sales staff at Thermador.
OUR BUSINESS | SOURCING AND LOGISTICS
7
SOURCING AND LOGISTICS
Our purchasing teams are also in the field, paying 386 visits to
our suppliers’ and prospects’ factories. 14,503 orders were sent
to our industrial partners, 13,521 deliveries made and 99,276
items received.
All our merchandise arrives on our premises by truck, 49% of
weight in containers, or the equivalent of 1,143 20-foot
containers. We stock 62,291 items in storage areas with
capacity for 79,208 pallets in the 94,000 m² of covered storage
area which belongs to us. Our 149 fork lift trucks, supplied
exclusively by three manufacturers, have covered 434,047 km.
Our warehousemen have shipped 334,454 orders, comprising
1,941,622 items. Our customers have all computerised their
processes. They integrate their purchase orders into their
systems before sending them to us by fax or by EDI (Electronic
Data Interchange). Using EDI and character recognition means
we don’t have to enter orders manually, account for 25% of
orders today.
Preparing an order at the Thermador warehouse.
Average turnover per order is €798. In all, 23,470 tons or
45 million products sold!
Each of our subsidiaries shares a single storage centre on the
industrial park at Saint-Quentin-Fallavier (page 48) or Valence
from which they ship orders to their customers, not only in
France, but to all the countries serviced by Thermador
International.
They promise their customers that their orders will be delivered
complete in 98% of cases, and guarantee their delivery times:
• 24/48h for France.
• 2 to 6 days for foreign destinations depending on the country.
This implies:
• stock management ensuring "zero stock-out". Our purchasing
departments have to work around this rule.
• agreements with reliable transport companies.
Shipment at Sferaco.
OUR TRANSPORTER PARTNERS
Customers judge us also on the quality of the transport service
used to deliver their merchandise. And even though they are not
our drivers or our trucks, here too, we want customer
satisfaction whilst controlling cost.
Transportation cross-departmental meeting:
B. Büsch, S. Stratulat-Kantserova and H. Le Guillerm.
Hervé Le Guillerm manages the group that negotiates
operating terms annually with all our transporter partners.
We bring them substantial and regular volumes out of
Saint-Quentin Fallavier or of Valence, and in return, we look for
the best possible terms of sale.
In 2015, one company performed express delivery for us,
six provided a courrier service and ten freight.
For several years, our main suppliers have adopted approaches
seeking to reduce the environmental impact of their activities.
They detail their approaches and the progress they have made
in their own annual reports: CO2 emissions, efficiency ratios,
ISO 14001 and accident rates.
TNT courier company and KUEHNE+NAGEL transport company.
8
OUR BUSINESS | OUR SUPPLIERS
OUR SUPPLIERS
It is the responsibility of the manager of each subsidiary to choose his suppliers,
and to maintain trusting relationships with them through regular contact.
Although some suppliers are common to several subsidiaries, we do not feel
it is useful to have a centralised purchasing department for the group.
Our suppliers are manufacturers whom we have selected from
amongst the best in their profession. We work with them in very
close collaboration, over the long term.
We ensure that our suppliers’ products meet all prevailing
technical and safety standards.
From the start, the Group’s development was based on Italian
industrialists, who have a very good reputation for their
know-how in the plumbing and pump fields. Today, they
represent 41% of our supplies.
Over the past fifteen years, we have also developed
relationships with Chinese manufacturers, having visited over
500 factories working in our sector. Today, 35% of our
purchases come from China where we have 50 or so regular,
high-quality suppliers. Each year our teams make 7 or 8 trips to
the country, often accompanied by a Chinese engineer
employee who lives in France. She is also responsible for
assisting and advising subsidiaries, developing and facilitating
relationships with our industrial partners and their directors.
Fini Nuair factory in Bologna.
In general terms, our site visits are very detailed. We look in
particular at employee working conditions and ensure that no
child is present in our partners’ workshops and factories.
Over
200 partner
manufacturers
throughout the world
DAB factory in Italy.
Risks
In our relationships with our suppliers, we ensure that we are
not too dependent on them due to an excessive percentage of
purchases or due to the strategic nature of their supplies.
Our n°1 supplier accounts for 10.3% of the group’s purchases.
For strategic equipment, we generally have several suppliers.
DAB factory in Italy.
9
OUR BUSINESS | OUR SUPPLIERS
Cross-departmental meeting of purchasing managers.
Purchases of the Group in 2015
Distribution by country
In percentage
Other countries
2015
2014
2013
Italy
41%
42%
45%
China and Taiwan
35%
29%
26%
France
11%
12%
11%
Germany
7%
10%
10%
Other countries
6%
7%
8%
Italy
Germany
6%
7%
France
11%
41%
35%
China and Taiwan
Distribution by currency
In percentage
2015
2014
2013
Euro
65%
71%
74%
US Dollar
35%
29%
26%
US
Dollar
Euro
35%
Supplier payment periods at December 31ST
In ,000 Euros
2015
2014
2013
Subject to the L.M.E. law
5,106
4,054
4,765
• 0-45 days
2,640
1,632
2,750
• 46-60 days
1,262
1,289
504
• 61-75 days
1,105
984
1,368
99
149
143
Not subject to the L.M.E.
law
15,086
12,370
15,068
Total
20,192
16,424
19,833
• >75 day
L.M.E.: French law on the Modernisation of the Economy.
65%
Total purchases
in 2015: €141m
(In 2014 : €132m, 2013 : €127m)
10
OUR BUSINESS | OUR FRENCH CUSTOMER
OUR FRENCH CUSTOMERS
Our customers are wholesalers in heating and sanitation, pumps, plumbing fittings,
industrial supplies and for Dipra and Mecafer, DIY superstores.
Some of our customers have progressed through external
growth operations. Others are going 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.
• Members of a group or independent for purchasing, marketing
and communications.
They include: Saint-Gobain Distribution, Descours and Cabaud,
Comafranc, Fransbonhomme, Kingfischer, Mr Bricolage, Adeo,
Sider, Richardson, 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 with small
teams of highly professional and highly present salespeople
makes us really efficient.
Warehouse of a wholesaler in France.
Warehouse of a wholesaler in France.
Sales managers.
Risks
As for suppliers, we ensure that we do not depend on our
customers too much.
Today the distribution of turnover is as follows:
• the biggest client represents 6.1%,
• the 5 biggest represent 27.0%,
• the 10 biggest represent 42.7%.
This is not a dangerous level of dependency.
We are also careful to call in our customer debts by reacting
quickly in cases of unpaid bills.
Our rate of customer loss is exceptionally low at under 1%
of turnover for 2015.
The number of customers
per subsidiary
between 100 to
4,000 CUSTOMERS
Numerous customers
are common to several
different subsidiaries.
OUR BUSINESS | OUR INTERNATIONAL CUSTOMERS
11
OUR INTERNATIONAL CUSTOMERS
From the end of the 1960s through to the 1990s, the Group’s
subsidiaries bought in Europe to sell in France.
Today, they buy throughout the world to sell in Europe via our
subsidiary, Thermador International, set up in 2006.
Progress with logistics and shortening in delivery times have
simply pushed back our borders, since we are now able to
deliver the whole of Europe d+6 from a single stock based
in Saint-Quentin-Fallavier. Some nearby or well-connected
countries can even be delivered in d+2 to d+4.
This change has not altered our commercial policy: delivering to
wholesalers from our stock to short timelines with extensive
product ranges which perfectly meet market demand in areas
with which we are very familiar.
Our future potential growth margin is immense, judging by
the current and future needs of high-development-potential
countries.
Thermador International meeting of area managers.
A wholesaler’s premises in the Czech Republic.
28 countries visited, 16 languages
spoken by our teams.
1 · Germany
2 · Austria
3 · Belgium
4 · Bosnia and Herzegovina
5 · Bulgaria
6 · Croatia
7 · Denmark
8 · Spain
9 · Estonia
10 · Greece
11 · Hungary
12 · Eire
13 · Latvia
14 · Lithuania
15 · Luxembourg
16 · Montenegro
17 · Netherlands
18 · Poland
19 · Portugal
20 · Republic of Macedonia
21 · Czech Republic
22 · Romania
23 · United Kingdom
24 · Serbia
25 · Slovakia
26 · Slovenia
27 · Sweden
28 · Switzerland
12
OUR BUSINESS | COMPANY HISTORY
COMPANY HISTORY
THE STAGES OF OUR DEVELOPMENT
thermador
ROBINETTERIE & RACCORDS
1968
Thermador founded by:
The initial capital was FRF300,000 (€45,735).
Importing and distributing central heating accessories.
Guy Vincent, Jacques Borde, Hubert Fournier,
Geneviève Boreil and Marc de Sereys.
1973
Creation of Thely.
Property company.
1977
Creation of Jetly.
Sale of domestic pumps and pump accessories.
1978
Creation of Sferaco.
Sale of valves to the construction business and industry.
1986
Creation of Dipra.
Sale to DIY superstores: pumps, household valves, plumbing.
1986
Creation of Thermador Groupe.
Capital: FRF66,320,000 (€10,110,418).
1987
Thermador Groupe listed
on the stock exchange
1989
Creation of PBtub.
Distribution of pipes in synthetic materials, underfloor heating
and domestic water distribution.
1989
Creation of Sectoriel.
Motorised valves.
1992
Creation of Isocel.
Sale of parts to boiler manufacturers.
2002
Creation of Opaline.
Communications agency.
2006
Creation of Thermador International.
Distribution of the group’s products on foreign markets.
2013
Creation of Axelair.
Specialised distribution of ventilation equipment
and accessories.
2015
Acquisition of Mecafer by Thermador Groupe.
Sale of air compressors, pneumatic tools, generators,
welding stations and chargers to DIY stores.
2015
Acquisition of Nuair France by Sectoriel.
Distribution of screw and reciprocating compressors
for professionals and for industry.
2015
Creation of Aello
Specialised distribution of swimming pool equipment
and accessories.
OUR BUSINESS | KEY FIGURES
13
KEY FIGURES
REGULAR, WELL-CONTROLLED GROWTH
Consolidated turnover
in 2015
Consolidated net profit as a portion
of the group in 2015
(€ millions)
(€ millions)
€220m
Employees in 2015
€20.2m
Stock in 2015
(€ millions)
314
Shareholders’ equity after distribution
of net profit in 2015
(€ millions)
€148.2m
€77.2m
Cash in 2015
(€ millions)
€20.8m
14
GOVERNANCE | ORGANISATION CHART
ORGANISATION CHART AND EXECUTIVE COMMITTEE
1
We are sometimes asked about the pertinence of our
organisation chart, which shows that we have as many
management teams as we have subsidiaries. Is this not overly
expensive?
2
We think, on the contrary, that the efficiencies achieved by
these small, specialised and highly motivated teams are a
source of productivity and savings.
3
The 12 Chairmen and CEOs and Deputy CEOs of the
subsidiaries do have maximum freedom to develop their
entities, with support from Thermador Groupe for the financial,
property and IT resources they need. They work very closely
with the field, and have many years’ experience in the group,
with in-depth knowledge of their market sectors.
4
Guillaume Robin works day-to-day with Marylène Boyer and
Hervé Le Guillerm to lead the group.
5
7
Hervé le Guillerm will retire on March 31, 2016. He will be
replaced in his function as Deputy CEO by Jean-François
Bonnefond who is also board member of Thermador Groupe
and Chairman & CEO of Jetly. He will be replaced in his
function as Chairman & CEO of Sferaco by Christophe
Arquillière who joined the group in 2007 as Sferaco Sales
Director.
Marylène Boyer will retire on April 30, 2016. She will be
replaced in her function as Deputy CEO by Patricia Mavigner
who joined the group in 2000 and has been Sferaco’s
Administrative Director for fifteen years.
6
8
Twice a month, the fourteen Chairmen and CEOs, members
of the executive committee, meet for lunch to discuss hot
topics. Twice a year, they dedicate one day off-site to think
about and exchange views on strategy and organisation.
Strategy and options available to us are devised in
collaborative mode so as to obtain total buy-in and real
operational efficiency when decisions are taken.
9
11
Finally, each January or February, seventy managers and
supervisors from the Group meet to attend project
presentations from each subsidiary. The audience is then
invited to ask subsidiary directors questions about their
visions, their analyses, their decisions and their forecasts. Our
independent Board members are also involved in this working
day.
12
13
1. Guillaume Robin, 2. Marylène Boyer, 3. Hervé Le Guillerm, 4. Jean-François Bonnefond, 5. Yves Ruget, 6. Fabienne Bochet,
7. Lionel Monroe, 8. Eric Mantione, 9. Emmanuelle Desecures, 10. Xavier Isaac, 11. Lionel Grès, 12. Jérôme Chabaudie,
13. Philippe Bories & 14. Arlette Berliocchi.
10
14
GOVERNANCE | ORGANISATION CHART
thermador
Yves Ruget
Chairman & CEO
Page 64
Eric Mantione
Chairman & CEO
100.0%
Page 65
Lionel Grès
Chairman & CEO
100.0%
Page 66
Heating - Ventilation
100.0%
15
Fabienne Bochet
Chairman & CEO
99.9%
Hervé Le Guillerm
Chairman & CEO
100.0%
Page 68
Xavier Isaac
Chairman & CEO
99.9%
Page 69
Page 70
Guillaume Robin
Chairman & CEO
100.0%
Marylène Boyer
Deputy CEO
Page 71
Emmanuelle Desecures
Chairman & CEO
98.0%
Page 72
DIY
Hervé Le Guillerm
Deputy CEO
Pumps
Jean-François Bonnefond
Chairman & CEO
100.0%
Guillaume Robin
Chairman & CEO
Valves and industry
Page 67
Guillaume Robin
Chairman & CEO
100.0%
Page 74
Arlette Berliocchi
CEO
100.0%
Real estate
In 2015, acquisition of Mecafer
and Nuair France and creation of Aello.
Marylène Boyer
Managing partner
Marylène Boyer
Managing partner
100.0%
99.8%
Page 48
Other
Page 75
Tagest
Communication
Lionel Monroe
Chairman & CEO
100.0%
International
Page 73
16
GOVERNANCE | THE CHAIRMAN'S REPORT
THE CHAIRMAN'S REPORT
ON THE GOVERNANCE OF THE COMPANY AND ITS INTERNAL FINANCIAL CONTROL PROCEDURES
To write this report, the Chairman took inspiration primarily from the Middlenext
company governance code, published in December 2009. The quality and benefits of
this code were remarked by the markets regulator, AMF, in a report it published in
November 2013. It is has now been adopted by 200 listed and unlisted companies.
The separation between supervisory and executive powers is not complete since the same
person occupies the role of Chairman and CEO and because 9 of the 12 Board members
are operational managers in group. The reasons are given below.
Our organisations are so simple, and the relays within the subsidiaries of such high quality, that the two combined group functions
of Chairman & CEO would not even represent a full-time job. Also, combining the two functions presents an advantage of speed of
execution and perfect coherence between what we decide and what we do. Finally, the Chairman & CEO of the group is permanently
listening to shareholders, members of staff, customers, suppliers and local authorities. His decisions take the interests and constraints
of each group into account.
And yet, the Chairman & CEO does not hold all powers. He only owns 1.05% of capital, and is permanently subject to the control
of the other members of the Board, who themselves are highly implicated or totally independent. He is ad nutum ejectable, and has no
"parachute" deal. Any abuse of power seems impossible to us today.
Sometimes, we are advised to set up a dual structure, with a management Board and a supervisory Board. However, we prefer to keep
our conventional Board of Directors structure, because:
• We always go for simplicity in our organisation and working methods. For us, it is a guarantee of efficiency and economical operation,
including at the very top of our organisation chart. The cohesion of the management team, the probity and sense of responsibility of
each individual all mean that an additional authority is superfluous to requirements, apart from the AGM.
• The nine directors who are present on the Board of Directors are personally highly invested in the company’s capital. Naturally,
they will defend the interests of shareholders.
• Understanding of our profession at the heart of this body protects us against errors of interpretation concerning the strategy
implemented by the Chairman & CEO.
• Each employee and each company of the group is directly and personally known to at least one member of the Board of Directors.
The fair sharing of profits between shareholders and employees, in everybody’s interest, is therefore everybody’s priority.
The Board of Directors has 12 members: nine operational directors of the group, our founder and two independent board members.
There are 5 women on the Board, i.e., over 40% of its members.
In 2015, the Board of Directors ruled on measures to be taken in the case of accidental death or sudden default on the part of the
Chairman & CEO. He would be replaced immediately by the Deputy CEO, also Chairman & CEO of one of the subsidiaries.
To date, the members of the Board of Directors own 719,695 shares (16.2%) and 1,374,825 voting rights (22.8%).
The mandates of Hervé Le Guillerm, Eric Mantione and Emmanuelle Desecures end after the Annual General Meeting voting on the
2015 accounts.
Hervé Le Guillerm will retire on March 31, 2016. At the Annual General Meeting, we will propose to renew his mandate as Board Member
of Thermador Groupe for two years to make best use of his knowledge of the valves market during this period (cf: resolution n° 8, page
103).
Marylène Boyer will retire on April 30, 2016. She will stay in her role until the 2017 Annual General Meeting to ensure perfect continuity
of group management.
Our aim is to have 50% independent board members by the AGM of 2018. At the Annual General Meeting we will propose the election
of two new independent board members, for a better balance of power between them and the directors, and provide shareholders with
more robust guarantees against any autocratic tendencies amongst the directors (cf: resolutions n° 5 and n° 6, page 103).
We would like to see staff representation on the Board, so we will be tabling a proposal for the election of an employee from the group,
already chosen by her peers in 2013 to represent them on the supervisory board of Thermador Groupe’s mutual investment fund
(cf: resolution n° 7, page 103).
17
BOARD OF DIRECTORS
Guillaume Robin
Marylène Boyer
Hervé Le Guillerm
Born in 1965
French nationality
Born in 1950
French nationality
Born in 1954
French nationality
Chairman & CEO
Deputy CEO
Deputy CEO
since June 30, 2011.
since January 1, 2014.
since April 13, 2010.
Board member since April 12, 2010.
End of current mandate: April 2018.
Areas of delegation:
finance, consolidation, legal, IT and insurance.
Areas of delegation:
transport, logistics, property.
• Joined the group in 1999
as Sales Manager at PBtub.
Board member since March 27, 2000.
• Chairman of Mecafer.
• Joined the group in 1987.
• Chairman & CEO of Aello.
• Managing partner of SCI Thely
and Tagest.
as Sales Manager Director of Sferaco.
• CEO of Thermador Groupe
from April 13, 2010 to June 30, 2011.
• Board member of Dipra, PBtub, Isocel
and Thermador International.
• Permanent representative of Thermador
Groupe on the Boards of Jetly, Sferaco,
Thermador, Sectoriel and Axelair.
• Chairman of the Middlenext association
since June 27, 2014.
• No other mandate is exercised outside
the group.
Education and professional background:
• 1989: Graduate of the UTC Compiègne
Engineering School, specialising
in mechanical engineering.
• 1991: CESMA MBA graduate, EM Lyon.
• 1991-1998: Sales Manager for a subsidiary
of the Descours and Cabaud Group.
Number of shares held: 46,611
Number of voting rights held: 87,751
• Chief Financial Officer of Thermador Groupe
from 1998 to 2013.
• Chairman & CEO of Sferaco
since 2001.
• Board member of PBtub.
• Board member of Sectoriel and Thermador
International.
the group.
the group.
• 1973: Graduate of Marseille Business
School and BA in Economic Science.
• 1977: Electrical Engineering Diploma (DUT).
• 1973-1986: Administrative and Financial
Director of a group of toy wholesalers.
• 1979-1999: Head of the Industry
Department of Mabille (industrial
wholesaler).
• 2001: ICG Diploma.
Number of voting rights held: 94, 946
18
BOARD OF DIRECTORS (CONTINUED)
Eric Mantione
Born in 1970
French nationality
Born in 1959
French nationality
Born in 1957
French nationality
as Administrative Manager of Dipra.
as Sales Manager at PBtub.
as Sales Manager of Jetly.
• Chairman & CEO of Dipra since 1999.
• Chairman & CEO of PBtub since 1995.
• Board member of Jetly.
• Board member of Thermador,
Sferaco, Axelair and Thermador
International.
• Chairman & CEO of Jetly
since January 2000
• Permanent representative
of Thermador Groupe on the Boards
of PBtub and Thermador International.
the group.
Education
and professional background:
• 1991: Graduate of EM Lyon
Management School.
• 1991-1994: Auditor at Coopers
and Lybrand.
• Permanent representative of Thermador
Groupe on the Boards of Dipra and Isocel.
the group.
the group.
Education
Education
Management School.
Management School.
• 1982-1987: Sales Manager of a subsidiary
of the Descours and Cabaud Group.
• 1982-1985: Finance Director of Schneider
Group’s Prodipact.
• 1987-1990: Hachette Book Group:
Regional Director, Ile-de-France.
• 1986-1988: High intensity, low voltage
product manager for Schneider Group.
• 1989-1992: Sales director of Schneider
Group’s company Crouzet.
The Board of Directors regulations clarify our assessment of the independent nature of an independent Board member.
It is freely accessibly on our website (www.thermador-groupe.fr).
Guy Vincent
Born in 1930
French nationality
Board member since October 2, 1986.
• Founder of Thermador in 1968.
• Chairman & CEO of Thermador Groupe from 1986 to 2011.
• No other mandate is exercised outside the group.
• 1952: HEC Business School graduate, Law graduate.
• Until 1968: Sales Director of a pump manufacturing company.
19
Fabienne Bochet
Xavier Isaac
Lionel Monroe
Born in 1974
French nationality
Born in 1969
French nationality
Born in 1967
French nationality
• Joined group in 2001
as Administrative Manager of Isocel.
• Joined the group in March 2000
as CEO of Sectoriel.
as CEO ot Thermador International.
• Chairman & CEO of Isocel since 2008.
• Chairman & CEO of Sectoriel
since 2008.
• Chairman & CEO of Thermador
International since 2008.
the group.
the group..
Education
Education
• 1992: Graduate of the National
Polytechnic Institute in Grenoble.
• 1990: Graduate of ISC Business School,
Paris.
• 2006: ICG Diploma.
• 1992-1996: Regional Sales Manager
at Mars.
the group.
Education
• 1996: Graduate of Toulouse
Business School.
• 1997-1999: Caritas Lebanon.
• 1999-2001: Sales Administration
in a distribution SME.
• 1993-1996: Export Sales Engineer
for Heildelberg Zement in Germany.
• 1996-2000: Plumbing and Fitments
Product Manager at Spirax Sarco.
• 1996-2006: Director of the Export Zone
for the Deveaux Textiles Group
(including 3 years in the US).
INDEPENDENT BOARD MEMBERS
Milena Negri
Karine Gaudin
Born in 1952
Italian nationality
Born in 1966
French nationality
Board member
Board member
End of current mandate:
April 2017.
End of current mandate:
April 2019.
From 1978-2001:
• Owner and Manager of the
company IVR, an Italian
manufacturer of plumbing
fitments in the Province of
Novara.
• In a little over 20 years Milena
Negri has made IVR one of
the biggest Italian companies
on its market segment.
• No other mandate is
exercised outside the group.
• Graduate of Audencia,
Nantes Business School.
Number of shares held: 536
Number of voting rights
held: 536
• Qualified chartered
accountant.
• Innovation Director COVED.
• Mandate exercise outside
the group: Board members
of SergeFerrari Group.
Number of shares held: 497
Number of voting rights
held: 683
20
BOARD OF DIRECTORS (CONTINUED)
1
WORKS OF THE BOARD OF DIRECTORS DURING 2015
During the financial year, the Board met seven times, in
particular to:
• Attend the presentations of the subsidiaries’ projects, during
the day event on February 6, 2015, with seventy employees
from the group. Amongst the topics addressed, each director
delivered a detailed review of the specific risks each company
faced.
• Attend 6 Board meetings to:
- Close quarterly turnover and annual and half-year consolidated accounts.
- Modify Marylène Boyer’s and Guillaume Robin’s monthly
salaries, authorise the payment of an exceptional bonus
(cf. page opposite) to Marylène Boyer and Guillaume Robin,
define the amounts invoiced on for Hervé Le Guillerm’s pay.
- Authorise the shareholding in Mecafer and Aello.
- Authorise a share in the increase in capital of Sectoriel.
- Authorise the payment of attendance fees to Milena Negri,
Karine Gaudin and Guy Vincent.
- Authorise the signing of an amendment of the lease for a
0.43% decrease as of January 1, 2016.
- On the basis of Middlenext book n°7 published in June 2013,
auto-evaluate the functioning of the Board of Directors.
- Formalised a succession process in case of an accident or
sudden unavailability of the Chairman & CEO.
The attendance rate of Board members at Board meetings
was 99%.
Guy Vincent and Eric Mantione.
2 AUDIT OF THE ACCOUNTS
Each subsidiary’s accounts are prepared by their accounting
department supervised by an Administrative Director (higher
education + many years’ experience of financial audits).
They are inspected 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.
He 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.
Because it is a listed company, the Auditors' mission is "framed"
by A.M.F. procedures.
At this stage we have already had three control phases, of which
one from outside the company (the 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.
Currently, the Board of Directors serves as an audit committee
and dedicates two meetings during the year to auditing and
approving the accounts (half-yearly and annual).
These meetings are preceded by a detailed report audit drawn
up by the Deputy CEO in charge of finance Marylène Boyer, and
sent ahead of the meeting to Board members. It should be noted
that some of our Board members have a financial background
(qualifications, practice and experience of audits).
Karine Gaudin and Milena Negri.
3
EARNINGS
According to our practices, there is no "earnings committee",
but once a year, at the end of the year, the Board reviews
executives' earnings, comprising monthly salary and
end-of-year bonus. The final decisions are down to the Boards
of the subsidiaries concerned for the Chairman & CEO of
the subsidiaries.
At this meeting, the Board members take decisions on
executives' salaries. This is a delicate exercise but we have
always managed to find a coherent and reasonable consensus
on salary levels.
Deputy CEO Hervé Le Guillerm receives his salary from his
subsidiary which re-invoices on to Thermador Groupe the part
corresponding to is services to the Group.
In 2015, gross earnings allocated for the financial year, including
all direct and indirect benefits, for each corporate representative
of the group (consolidating company and controlled companies
included, according to article 357-1 of the law on commercial
companies), to members of the Board on account of their
functions totalled €1.915 million, divided up as mentioned on
page 21.
The variable portion depends on the company’s performance
for those working for the subsidiaries, or on the group’s
performance for group functions. The level of achievement
required for these quantitative criteria was established in a
precise manner but cannot be made public for reasons of
confidentiality, since they reflect internal annual results.
Managers have no fringe benefits (car, etc.). The earnings
indicated on the table page 21 are therefore salary only.
Milena Negri.
21
Table of earnings (in thousands of Euros). Earnings correspond to a corporate mandate.
Guillaume Robin
Marylène Boyer
Hervé Le Guillerm
Eric Mantione
Fabienne Bochet
Xavier Isaac
Lionel Monroe
Subtotal
Attendance fees
Milena Negri
Karine Gaudin
Guy Vincent
4
2015
183
175
182
156
165
170
95
132
137
1,395
Fixed part
2014
183
175
182
156
165
169
95
132
137
1,394
2013
181
173
179
153
163
168
94
129
135
1,375
10
12
12
8
10
10
8
8
8
Variable part
2015
2014
2013
86
94
87
73
78
75
67
81
67
11
14
15
62
58
50
75
75
79
18
16
16
43
45
47
45
35
50
486
480
496
10
12
12
7
ATTENDANCE FEES
Total remuneration
2015
2014
2013
269
275
270
248
251
250
249
260
249
167
167
171
227
221
215
244
243
249
113
110
111
175
174
179
182
170
187
1,881
1,874
1,871
8
10
10
8
8
8
COMMITMENTS TO EXECUTIVES
Executive Board members do not receive attendance fees.
The retirement commitment concerns the payment of a
In 2015, independent Board members received €2,000 per
Board meeting on condition that they were present; Guy Vincent
received €12,000, Milena Negri €10,000, and Karine Gaudin
€12,000. Their attendance rate was 94%. In addition to the time
spent at the Board meetings, they studied detailed reports of
all the subsidiaries every month, and attended the annual
presentation of projects, so as to keep their fingers on the pulse
of what is really going on in our companies.
retirement bonus authorised by the Board Meeting of December
The Annual General Meeting of April 7, 2015 voted an overall
maximum annual amount of €35,000 in attendance fees.
representatives was €581,000.
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, 2015, the total of the commitment
corresponding to this bonus for Board members and corporate
There is no commitment concerning separation compensation
for executives.
5
SHAREHOLDERS' PACT
The 9 directors who received the 87,000 free shares in June
2010 signed a pact committing them to hold these shares for
10 years, or, if they left the group in the meantime, to sell them
to Thermador Groupe, or to one or more of the directors with a
30% discount off the trading price. Details of these allocations
appear on page 15 of our 2008 annual report.
The position of each signatory of the shareholders’ pack can be
consulted on our website.
8
OTHER INFORMATION
8-1. Termination of employment contracts for corporate
officers
None of the corporate officers whose renewal was proposed by
the Board of Directors to the Annual General Meeting of April 4,
2016 is bound by an employment contract.
The recommendation to terminate the employment contract
when the Board member becomes a corporate officer does not
6
SHARE-RELATED OPERATIONS PERFORMED
BY BOARD MEMBERS IN 2015
Declaring
individual
Position
Average Average
Acquisitions Disposals purchase sale price
in €
price in €
apply.
8-2. 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
Jean-François
Bonnefond
Board member
22
80.13
Eric Mantione
Board member
484
80.47
the financial year ending December 31, 2015. Existing
conventions appear in a list drawn up by the company for the
financial year ending December 31, 2015 and sent to the
Xavier Isaac
Board member
782
80.51
Emmanuelle
Desecures
Board member
618
80.43
auditors in compliance with the provisions of articles L 225-39
and L 225-87 of the Commercial Code.
The other signatories of the shareholder pact and Jean-François
Bonnefond reinvested the pact dividends by choosing payment
of dividends in share.
8-3. Loans and guarantees allocated or created in favour
of administration and management bodies
The company did not allocate any loan or guarantee in favour
of members of the Board.
22
GOVERNANCE | CHAIRMAN’S REPORT
INTERNAL CONTROL
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.
Marylène Boyer, Lorraine Chataing and Patricia Mavigner.
2
ORGANISATION OF CONTROL PROCEDURE
2-1. Within the parent company
• Thermador Groupe defines and implements the group's
development strategy and co-ordinates its different business
activities.
• Thermador Groupe defines and monitors the proper
implementation of consistent rules on accounting, legal,
fiscal and IT issues.
• The same IT system (ERP Générix) has been used since 2001,
allowing us to have consistent exhaustive real-time
information, except for Mecafer.
• Resources have been mobilized to maintain constant
availability of IT tools, and to ensure the integrity and
confidentiality of information stored in the company's
computer system.
• Thermador Groupe owns all or practically all the capital of its
subsidiaries, and is present (as are its top executives) on the
Boards of the various subsidiaries.
• Our consolidated accounts are prepared internally. This is
made easier by the simplicity of our legal structure, having a
single chart of accounts and isolated movements within the
group, and common principles for the statement of accounts.
2-2. For the subsidiaries, the key areas are to do with sales,
purchasing and margin controls
• 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 Chairman & CEO and
Managing Director and the administrative department are
signatories.
• Cross-departmental meetings involving those performing the
same roles in the different subsidiaries allow a pooling of
experiences and validation of proper implementation of
procedures.
• Frequent complete or rotating physical inventories means that
discrepancies can be detected and the efficiency of
procedures checked.
• We are particularly attentive to the proper respect of ethical
rules by our purchasing departments.
• The subsidiary management teams communicate the following
data to the group's management on a monthly basis:
cash-flow forecasts, customer receivable aged trial balance,
stock levels, matching up of figures for the statistical margin
and the accounting gross margin, their balance sheet and
pre-tax P&L statement: a comparison against budgets and
previous year's figures allows us to carry out month-by-month
analyses.
2-3. Earnings policy
Although working to a common model, each subsidiary director
is directly responsible for salary levels.
• A fixed part over 13 months,
• And a variable part which depends upon each subsidiary's
results and individual performance. On average, this variable
part currently represents 19% of annual salary.
2-4. Appreciation of internal controls
The procedures described above, approved by the Board of
Directors of February 10, 2016, have proved efficient to date.
Administrative Managers cross-departmental meeting.
GOVERNANCE | CHAIRMAN’S REPORT
23
INFORMATION ON RISKS
The company carried out a risk review on elements that could have a significant
adverse effect on our business, its financial situation and results and considers that
there are no substantial risks other than those presented.
1
MINOR RISKS
1-1. Borrowing rate risks
We have no medium to long term credit, therefore no risks on
rates.
1-2. Liquidity risk
The company performed a specific review of its liquidity risks,
and concluded that it could face up to forthcoming payments.
The situation on December 31, 2015 was positive (cash flow
details p. 44), and furthermore, the group has an overdraft facility
which has not been used.
1-3. Risk on investments
Excess cash flow is invested in a SICAV account and represents
zero risk if the funds are required.
1-4. Development activity: none.
2
ENVIRONMENTAL AND SUSTAINABLE DEVELOPMENT
RISKS
We are little affected by the actual nature of our activity:
distribution. The only environmental risk is linked to the
consequences of a fire: air pollution by toxic fumes or of the
underground by effluent.
So as to guard against these risks and respect regulations, the
most recent buildings have been equipped with automatic fire
protection systems and retention tanks, to retrieve any
polluted water.
3
CREDIT RISKS
We detailed our customer risk management situation on page
10 (as well as in Note 22 of the appendix to the consolidated
accounts p. 53). We have no credit insurance.
4
FOREIGN EXCHANGE RISKS
Around 35% of our purchases - primarily in China - are settled
in US dollars. Our policy is to buy dollars the day that we need
to settle our invoices. Certain subsidiaries use hedging - for
major suppliers - or the purchase of options so as to fix the rate
at the time of purchase. Mathematically, a variation of
10% in the value of the US dollar would have an impact of
€5 million on our margins.
In any event, the actual purchasing price is incorporated into our
cost prices and transferred to our sales price as far as possible.
We do not therefore consider the differences in exchange rate
to be a risk but as part of our cost price.
5
VARIATION IN RAW MATERIAL PRICES
It is our manufacturing suppliers who handle the purchase of
raw materials included in our products. In case of major
variations in the prices of certain raw materials (copper, steel,
etc.), we may face increases in purchases prices that we try to
pass on as well as we can in our sales price. There are so many
different cases depending on suppliers and products, making
precise statistics impossible, with the result used as an element
of cost price and margin management.
This has been part of our day to day management from the
beginning and we feel that we manage these problems with
a minimum risk to our shareholders. Our results clearly
demonstrate this...
6
LEGAL RISKS
Over the past twelve months, there has been no governmental,
legal or arbitration procedure, nor are we aware of any
procedure in preparation (that may apply in the future) that might
significantly impact the group’s financial situation or profitability.
7
GUARANTEED RISKS IN INSURANCE CONTRACTS
7-1. Civil liability after delivery
This concerns claims resulting from installations where the
equipment that we have delivered is at fault.
Given the tens of millions of parts that we deliver each year that
are installed by installers with different competences, we have
always been involved in a certain number of claims. We are
covered by civil liability insurance after delivery by a major
insurance company.
7-2. Other risks
We are covered by insurance contracts with front-line insurance
companies for:
• fire, theft and flood in our buildings and stocks,
• vehicle insurance, particularly for our stock of handling
machinery. We pay a lot of attention to training and the
behaviour of our warehousemen using this machinery.
8
RISKS LINKED TO STAFF, DISHONESTY, FRAUD, THEFT,
ETC.
Because of our structure in small companies, the managers of
our subsidiaries are very close to their staff and pay a lot of
attention to their behaviour and company spirit.
9
DEPENDENCE ON CUSTOMERS/SUPPLIERS
(cf pages 8 to 11).
24
GOVERNANCE | CORPORATE SOCIAL RESPONSIBILITY
CORPORATE SOCIAL
RESPONSIBILITY (C.S.R.)
The quality of our C.S.R. policy has been recognised by the financial community and, more particularly,
by I.S.R. investors (socially responsible investment), given that for a number of years, we have been
amongst the leaders of the independently-compiled "Gaïa index" (Website: http://www.gaia-index.com).
Environment, Social, Governance (E.S.G.) criteria are investigated in detail. In 2015, we were ranked 3rd
in the distribution sector and 7th amongst companies reporting €150-500 million turnover.
For the past six years, we have seen that companies scoring well on non-financial criteria also report the best financial performances.
Environmental challenges
The C.S.R. data include all companies in the consolidation
scope. They are all in France.
Even though our activity does not consume vast amounts of
natural resources, we have always been very careful to use them
properly.
Like many companies, Thermador began its activity with very
limited resources. From that experience, we have kept the habit
of keeping an eye on expenses.
This is reflected in the decisions made by management, but
also, and more importantly, by the responsible behaviour of each
person within the group.
Since our teams are part of small companies, each person feels
personally concerned: waste leads to an increase in costs and
a drop in profits. We are therefore careful to turn out lights when
we leave offices, close windows when the heating is on, recycle
paper and to avoid heating (or cooling) excessively.
Our warehouse teams are equipped with clothing suited to the
different seasons.
Our travelling salespeople do not have "company" fuel cards.
When they use their vehicle for professional travel, they are
reimbursed on a per-kilometre basis. It is in their interest to drive
economically. When they rent vehicles, they are limited to small
cars which consume little fuel. Also, we ask all employees of the
group to live within 50 km of our head office.
Sectoriel and Sferaco were ranked 1st and 2nd respectively in the
geographical area resulting from a regional challenge to promote
alternatives to private cars (cycling, walking, public transport,
car sharing, etc.) and more virtuous user behaviour.
Our main sources of energy consumption are heating and
lighting in our buildings. At the time of their construction and
renovation, we take simple, efficient decisions to reduce
consumption.
Walls, roofs and bay doors are insulated.
We have light shafts to disseminate natural light in our offices.
We install and maintain skylights on the roofs of our warehouses,
so we can turn off electric lighting when the weather is fine.
We use light-coloured resin coatings on warehouse floors to
reflect the natural light.
We never light our buildings during the night.
We install detectors and light thresholds to turn on and turn off
automatically when needed.
The Sferaco building extension-renovation project involved
the following additions: a complete change in the lighting of the
existing 6,000 m2 warehouse and lighting for the new of 6,000m2
unit, also using LED technology and a graduation piloting
solution, controlled according to light intensity, and a timer,
installation of a condensation boiler, a start-up optimiser and an
air destratifier, allowing us to sign an energy control project
contract with EDF.
In our continued pursuit to consume less electricity, our IT
system comprises 20 virtual servers.
We plan to perform a carbon audit in 2016 and have applied to
EDF with a view to measuring the green energy component of
our consumption.
To optimise large areas of roof, the Jetly building, built in 2008,
is equipped with a rainwater recovery system.
Statistics
2015
2014
2013
Water consumption in m3
5,154
5,123
4,016
429
1,782
640
Including filling of the water tank
for the sprinkler system
Electricity consumption in kWh
1,610,620 1,521,335 1,465 932
Gas consumption in kWh
2,362,165 1,219,169 2,084,673
Tonnage of waste produced
344
366
310
Including the portion recycled
54%
54%
47%
Three of our buildings are classified environment protection
facilities (ICPE).
Our highly concentrated logistics organisation allows our
transporter partners to optimise pick-ups from our depots. This
means very low shipment costs compared to the standards of
our profession.
Upstream, our volumes and stock are sufficient to optimise
merchandise transport. Fuel consumption per product sold is
as low as possible.
We pay particular attention to the design of our packaging. We
entrust the recycling of our waste - primarily cardboard, paper
and wood - to specialised companies. Materials returned by our
customers are sent to factories or to local scrap dealers, who
sort for brass, copper, aluminium or ferrous metals.
GOVERNANCE | CORPORATE SOCIAL RESPONSIBILITY
Environmental challenges
(CONTINUED)
Finally, some of our subsidiaries sell products which allow us
to save on natural resources: rainwater recovery systems,
accessories for heat pumps, solar systems, wood burning
boilers or calorie counters, class A pumps with low electricity
consumption, hydraulic balancing valves for even distribution
of heat or cold in office buildings, water meters, faucets
equipped with water-saving devices and dual-flow ventilation
systems.
BIODIVERSITY
Further to an APIE (Association Porte de l’Isère Environnement)
study, we have decided to implement all their recommendations
to promote biodiversity in the area around the building occupied
by PBtub.
Passages reserved for small fauna through fences, planting of
hedgerows as refuge for numerous species, planting of fruit
trees and a meadow of flowers and herbs, removal of invasive
species, and installation of a bird house and insect hut, the first
results of all these measures will be photographed during the
spring.
25
economic challenges
CUSTOMERS
We are completely dedicated to our customers. Our teams and
managers are in contact with them permanently, in the field and
by telephone. We can keep our promises thanks to the size of
our stock and the quality of the products that we select
upstream. Our sales policy is clear and our agreements
respected. Disputes are settled in a timely fashion.
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 attention to their long-term durability and the quality
of their products and services, their transparency, their sales
policy and their reactivity.
CONTRIBUTION TO THE LOCAL ECONOMY
We employ 314 people living in the 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 (E.S.A.T.)...
CONTRIBUTION TO THE NATIONAL ECONOMY
Past inspections by customs authorities and tax, employment
and social security authorities have never led to any substantial
penalties.
We pay all our taxes in France. No legal structure has been set
up abroad to avoid corporation tax.
CONTRIBUTION TO TRAINING
Natterjack toad.
Social challenges
For many years, the group’s CEO has been involved in the
closing stages of a course on financial communications at
university Lyon 2 (Economic Sciences and Management faculty,
Finance and Banking unit).
In 2015, ten students and their teacher were invited to our
Annual General Meeting, and to an informal cocktail party afterwards. Our shareholders gave them a very warm welcome.
We develop our personnel policy on pages 55 to 61 of this
report. We do everything we can to ensure that our teams feel
they are listened to, informed, trained, managed, in good health,
laid-back, motivated and well paid.
Since the beginning, a part of the group’s profits has gone to
the employees. In return, they give the best of themselves and
generally have very long careers in our group (cf p.56).
We visit our production sites ourselves, and check that our
suppliers' employees are well treated.
University Lyon 2 students with their teacher.
26
SHARE PERFORMANCE | SHARE PERFORMANCE
SHARE PERFORMANCE
Listing
Identification of the Thermador Groupe share: code R.G.A. 6111 code ISIN FR0000061111.
Number of shares: 4,440,310 - Capital: €35,522,480.
The Thermador Groupe share appears in the CAC MID & SMALL, CAC SMALL, PEA PME 150
and CAL ALL SHARES.
We are currently listed on the NYSE EURONEXT Europe market in Paris in compartment B and accepted by the S.R.D.*
* Since 2008, we have been included in the Service de Règlement Différé 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., €5.97, according
to the € / FF exchange rate and taking into account the different free share distributions made since then.
Key figures
Dividends
Net dividend per share** in 2015
For 2015, we propose a dividend of €3.20 per share.
This represents 70% of consolidated net profit.
On the basis of the average 2015 price (€79.22),
the yield is 4.0%.
Reminder of dividends over the last three financial years.
(in euros)
In euros
Dividend per share
Total amount
2012
3.15
13,435,065
2013
3.15
13,435,065
2014
3.15
13,619,759
€3.20
Daily average trading volume in 2015
Consolidated net profit per share** in 2015
(Liquidity: the large number of floating investors (> 50%)
and the number of shareholders ensure good liquidity.)
(in euros calculated on 4,440,310 shares)
1,644
€4.55
PER in 2015
Market capitalisation at 31/12/2015
(PER on the basis of the annual average price)
(€ millions)
17.4
€386.3m
** Stock exchange data figures are adjusted to take into account allocations of free shares (one four six in November 2011) and the nominal division of the share
by 2 in May 2012.
SHARE PERFORMANCE | SHARE PERFORMANCE
27
Thermador Groupe share price trends
Share
price
in euros
Dividend
per share**
** Stock exchange data figures are adjusted to take into account allocations of free shares (one for four in November 2004 and one four six in November 2011)
and the nominal division of the share by 2 in May 2012.
Share price
trend
Trading volume
(in thousands of euros)
Lowest trading
price (€)
Highest trading
price (€)
Last trading
price (€)
Capital
2006
349,973
38,443
41.27
52.93
52.67
2007
282,418
40,428
51.47
72.40
55.28
2008
508,474
47,058
32.85
58.80
36.83
2009
328,958
29,222
33.75
44.49
41.15
2010
306,525
32,608
39.44
52.28
48.47
2011
274,913
34,570
48.05
68.35
53.48
2012
476,409
34,340
50.31
66.00
57.14
2013
529,137
32,255
55.85
69.20
68.00
2014
544,540
40,510
65.00
84.32
71.01
2015
420,835
32,982
70.11
89.95
87.00
July 2014
26,445
2,054
75.10
79.55
78.00
August 2014
16,839
1,324
77.20
80.30
79.17
September 2014
32,694
2,487
72.50
80.50
75.20
October 2014
58,062
4,267
72.35
76.00
74.45
November 2014
100,560
7,351
72.10
75.59
72.68
December 2014
42,301
3,003
69.52
72.50
71.01
January 2015
23,828
1,691
70.11
71.99
71.04
February 2015
78,419
5,746
71.00
76.97
76.78
March 2015
35,348
2,805
77.00
83.00
81.40
April 2015
40,837
3,198
75.55
82.30
78.35
May 2015
43,705
3,357
73.84
79.90
78.50
June 2015
27,812
2,149
73.75
79.99
75.01
July 2015
33,477
2,655
76.85
80.98
80.79
August 2015
21,456
1,708
76.10
80.96
80.00
September 2015
24,319
1,917
76.59
83.00
77.42
October 2015
28,244
2,318
77.50
86.10
85.00
November 2015
24,026
2,032
82.60
89.95
88.69
December 2015
39,364
3,406
84.00
89.71
87.00
The figures are taken from Euronext.
28
SHARE PERFORMANCE | MAKE-UP OF CAPITAL
MAKE-UP OF CAPITAL
Meeting of Parisian shareholders on April 9, 2015.
Breakdown of capital
Number of shareholders
2013
2014
2015
29
30
36
3
3
3
63
100
99
3
3
3
26
26
26
French investors
206
180
161
Foreign investors
88
67
73
Individual shareholders
6,020
6,336
6,564
Total
6,438
6,745
6,965
Directors and managers
Board members
Employees
Former directors
Family of founders
We have an exceptionally high number of individual
shareholders for a company of our size: over 6,564, who
represent 36.8% of the capital.
In 2015: 1,232 new shareholders joined us and 1,012 left
(temporarily perhaps...).
Number of shareholders in 2015
6,965
SHARE PERFORMANCE | MAKE-UP OF CAPITAL
29
Breakdown of shares and voting rights
The figures are from Identifiable Shareholder Data requests made on November 30, 2014 and 2015
2014
Capital
%
2015
Voting
rights %
Number
of shares
Capital
%
Number of
voting rights
Voting
rights %
Executives, Board members and personnel
21.1
27.6
948,774
21.4
1,662,086
27.6
9 main directors
10.9
14.9
474,918
10.7
886,118
14.7
5.7
8.3
243,744
5.5
487,488
8.1
Guy Vincent, independent Board member
Other independent Board members
1,033
1,219
Non-board member directors
0.1
0.1
35,911
0.8
35,911
0.6
Managers and employees
2.3
2.7
97,092
2.2
155,274
2.6
Thermador Groupe’s collective employee
shareholding plan
2.1
1.6
96,076
2.2
96,076
1.6
38.0
36.5
1,635,606
36.8
2,151,991
35.7
Including Marc de Sereys*
4.1
6.0
176,758
4.0
350,556
5.8
Including Geneviève Boreil
and Hubert Fournier*
3.3
4.9
141,760
3.2
283,520
4.7
40.9
35.9
1,855,930
41.8
2,216,940
36.7
Investmentaktiengesellschaft für langfristige
Investoren TGV
8.9
6.6
413,834
9.3
413,834
6.8
Financière Borde
5.9
8.7
255,926
5.8
511,852
8.5
Other French investors
19.8
15.9
739,337
16.6
844,421
14.0
Other foreign investors
6.3
4.7
446,833
10.1
446,833
7.4
100.0
100.0
4,440,310
100.0
6,031,017
100.0
Institutional investors
Overall total
* Not bound by any shareholder pact.
There is no family link between the founders and the current directors.
The use of TPI analysis (Identifiable Shareholder Data) must be authorised by the Extraordinary General Meeting. The Extraordinary
General Meeting of June 27, 1988 gave us this authorisation, which is now included in our by-laws. Thus, by addressing the centralising
body EUROCLEAR, we can obtain the name, address, and number of shares of all French shareholders – at a cost.
To the company’s knowledge, no other shareholders than those mentioned above hold shareholdings in excess of 5%.
The company by-laws foresee double voting for shares registered under the same name for more than four years.
For reasons of fairness and simplicity, we propose modifying our company by-laws to adopt the principle of 1 share, 1 vote.
Cf: resolution n°15 page 104.
Meeting of Parisian shareholders on April 9, 2015.
30
SHARE PERFORMANCE | PRACTICAL INFORMATION
PRACTICAL INFORMATION
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. These shares do not qualify for dual
voting rights after 4 years’ possession.
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.
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 known to the issuer.
They are not subject to custody fees and qualify the holder
for dual voting rights after 4 years’ possession.
3) You can also opt for administered shares. You keep your
shares account – or your PEA – with your financial
intermediary who undertakes to keep us permanently
informed of your position. Thus you qualify for dual voting
rights after 4 years.
For reasons of fairness and simplicity, we suggest modifying our
company bylaws to adopt the principle of 1 share, 1 vote.
Cf: resolution no15 page 104.
MAIL POLL
If you cannot attend the AGM, 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.
Agenda
• Annual General Meeting: April 4, 2016 at 5pm at Cité
Internationale, in Lyon.
• Shareholders meeting in Paris: April 6, 2016 at 4pm
at salons Hoche in Paris.
• Payment of dividends:
in resolution n°4, the Board will propose a vote on the
option between a cash payment or a payment in
shares. If this resolution is rejected, the dividend will
be detached on April 18 and made available for
payment on April 20, 2016. If it is accepted, the
dividend will be detached on April 7 and made
available for payment on May 9, 2016.
• Announcement of quarterly turnover:
April 13, 2016, July 18, 2016, October 17, 2016, and
January 16, 2017.
• Announcement of mid-term results:
July 26, 2016.
• Publication of annual results:
February 15, 2017.
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.
STUDIES
We would like to thank the analysts who take an interest in our
group.
Studies are carried out regularly on our stock by:
• Portzamparc in Nantes - tel. +33(0)2 40 44 94 09.
• CM-CIC Securities in Paris - tel. +33(0)1 45 96 77 00.
• Financière d'Uzès in Lyon - tel. +33(0)4 78 42 51 18.
OUR WEBSITE: WWW.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 also appear in the daily
financial newspaper Les Echos and on stock exchange
information websites in French and in English.
Since 2013, a shareholder area has been available so you
can update your details and express your desires as to how
you receive our documents (email and/or post).
• IDMidCaps in Paris - tel. +33(0)1 80 48 80 12.
Guillaume Robin is legally responsible for financial information.
Focus
Welcome to our shareholder online space.
You can:
• Modify your personal information at any time
• Register for Thermador Groupe events
• Manage your paper communications:
Save the planet:
think about electronic
documentation,
it makes archiving easier!
SHARE PERFORMANCE | 2015 ANNUAL GENERAL MEETING
31
2015 ANNUAL GENERAL MEETINGS
Annual General Meeting on April 7, 2015 in Lyon.
Our Annual General Meeting took place in Lyon on April 7, 2015.
Bringing together 240 people representing 2,645,131 shares, i.e., 61.2% of capital and 4,110,083 voting rights, i.e., 69.9% of voting
rights.
During the General Meeting:
- resolutions 1, 2, 3, 10 and 11 were adopted unanimously,
- resolutions 4, 5, 6, 7, 8, 9 were adopted on a majority basis of votes cast.
Further to the adoption of the 4th resolution with a majority of 70.56%, shareholders received a letter from their financial contact asking
them to opt for payment in cash or in shares. The issue price of new shares is €76.92.
In 2015, 18% of shareholders opted for payment of dividend in shares.
You will find herewith the text of the resolutions put forward on pages 102-104 of the 2014 annual report, as well as on our website:
www.thermador-groupe.fr.
On April 9, we brought together around 140 shareholders in Paris who had not been able to attend the Meeting in Lyon.
Extraordinary General Meeting of August 7, 2015
At the time of acquisition of Mecafer, we wanted to have the directors Didier Courbon and Philippe Bories join the group’s capital. Since
we could not purchase these shares on the market, we proposed an increase in capital to allow an exchange of 83,826 Thermador
Groupe shares against 1,442 Mecafer shares. There is an explanation of the resolution on our website, as well as more detailed
information on page 35 of this report, in answer to a letter received from a shareholder on October 25, 2015. The extraordinary general
meeting brought together 65 people representing 2,732,619 shares, i.e. 62.7% of the capital and 4,200,895 votes, i.e. 70.6% of voting
rights.
- Resolution n°1 was adopted with an 86.2% majority.
The adoption of resolution n°1 approved the principle of an increase in capital and the creation of 83,826 new shares.
- Resolutions 2, 3 and 4 were adopted with a majority of 99.5%.
The adoption of resolution n°2 approved the allocation of these shares to Mecafer’s departing shareholders:
Sigma Gestion (Didier Courbon): 52,435 shares.
Piachbi Finance (Philippe Bories): 31,391 shares.
- Resolution 5 was adopted unanimously.
32
SHARE PERFORMANCE | RELATIONSHIP WITH OUR SHAREHOLDERS
RELATIONSHIP WITH OUR SHAREHOLDERS
Actionaria show 2015.
It is our ambition to give complete, regular information about the performance of our group to all shareholders known
at the end of the financial year, thanks to the TPI analysis.
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 (6,564 at the November 2015 TPI), who
represent 36.8% of our capital (the average for companies listed
on the Stock Exchange is under 10%).
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.
Guillaume Robin, Marylène Boyer, Fabienne Bochet, Patricia
Mavigner and Arlette Berliocchi were on the stand.
Our AGMs bring together almost 240 people, and our
shareholder’s meeting in Paris around 140 people.
Institutional investors
To meet our investors, we attend trade shows each year, with
an average of ten interviews per day.
- 2 days at the Forum Oddo Midcap in January in Lyon.
- 1 day at ESN European Conference with CM-CIC Market
solutions in April in Paris.
- 2 days at the Midcap Events show in October in Paris.
Throughout the year, we have numerous contacts by telephone,
face-to-face, or during road shows 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 Deputy CEO.
2015 Oddo Midcap forum (photographer: M. Axel Van Hessche).
SHARE PERFORMANCE | RELATIONSHIP WITH OUR SHAREHOLDERS
33
Partnership with F2ic
F2IC conference Nantes, September 21, 2015.
In partnership with F2IC (a federation of individual investors and
investment clubs), we met 367 individual shareholders in Nantes
and Nice. Many discovered our company for the first time.
42% of participants handed in a feedback questionnaire 39%
of whom declared that they were intending to purchase
Thermador Groupe shares.
We particularly thank Natixis and Eurazéo companies wich
kindly agreed to share these two meetings with us.
http://www.f2ic.fr/
The 11th FAS Employee Shareholding Grand Prix, 2015
It was with great pride that we received the ‘Coup de Coeur
2015’ prize, awarded by a jury of independent experts from FAS
(Fédération Française des Associations d'Actionnaires Salariés
et Anciens Salariés).
This prize rewards actions in support of employee shareholding.
http://www.fas.asso.fr/
Shareholder Relations Grand Prix
Thermador Groupe and Nanobiotix received a special ‘small
caps’ shareholder relationships prize from Les Echos, Investir
and Mazars.
The jury emphasised the remarkable approachability of
Thermador Groupe directors.
34
SHARE PERFORMANCE | LETTERS FROM SHAREHOLDERS
LETTERS FROM SHAREHOLDERS
From C. C. January 21, 2015, concerning free shares
distributed to 9 directors in 2010.
[...] Although I wasn’t a shareholder at the time, I did read that this
decision was sometimes poorly looked upon. Since I am now more
familiar with the company and its history, I am sure that this allocation
of shares was well thought out, and I think that the idea was to avoid as
far as possible exposing Thermador Groupe to a buy-out, and also to
maintain control over the company’s development and its very long-term
model. Since 2008, the number of individual shareholders has increased
by around 1,500, which seems to back up that theory.
Is this a good summary of the situation? [...]
Answer from Guillaume Robin January 22, 2015
[...] The distribution of free shares as part of a shareholder pact was one
of the means used to consolidate and motivate even more the
management team. (If one of us leaves this shareholder pact before
2020, he/she will have to sell his/her shares to Thermador Groupe at a
30% discount.) Furthermore, our best protection against a hostile
takeover is the number of shareholders we have and their affectio
societatis. We have invented nothing new on this score, but modestly
taken inspiration from the Air Liquide model.[...]
From C. R. - March 2015
Your report 2014 0K450 !!! x 10 000 = 4.5 tons of paper!!! It is
scandalous! Why does it have to look so good? The cost is
astronomical! To say nothing of shipment costs… Somebody’s making
some money.
Answer from Guillaume Robin March 23, 2015
[...] In this answer I would like to bring some additional elements which
I hope will attenuate your anger. Our annual report is printed on 100%
recycled paper. Printing costs €2.62 and shipment €0.77 per copy.
Printing has been sub-contracted to a local company in north Isère who
simply won the call for tenders. The design and layout was done in north
Isère by the Opaline team, a 100% Thermador Groupe subsidiary. We
thank you for your comments about our annual report ‘looking so good’.
We see it as a way of laying out financial or non-financial information in
such a way that as many people as possible can understand it.
Beyond the legal obligations upon all listed companies, making the
document more substantial, we are keen to show transparency and
clarity to our shareholders, both big and small.
Finally, and so as to satisfy those shareholders who do no longer wish
to receive paper documents, we have opened up the possibility of
notifying us of this simply by registering on the shareholder space on
our website: 67 shareholders out of 6,745 are now registered. Would
you like us to register you in this category by giving us your email
address? Would you also like to receive our newsletters in electronic
format?
From G. M. – March 5, 2015
[...] You have just sent me your shareholder letter n° 75 and I thank you
for it. Indeed, I did purchase a number of Thermador shares outside the
CAC 40 group. They drew my attention because, according to the
assessments in the Journal des Finances, the company seemed to take
a serious, long-term view. Entrepreneurship needs to be encouraged in
spite of the difficulties that everybody is facing. If the entrepreneur
suffers, the shareholder also loses out, which is especially difficult as a
retiree.
I live in Paris, so I’ve marked my diary for April 9, 2015 and send you my
best regards.
[...] We thank you for having chosen Thermador Groupe to diversify your
portfolio outside CAC40-listed companies.
At the time of writing, this famous index has progressed 32% since
January 2005 while the Thermador Groupe share has risen 120.6% over
the same period, whilst paying regular dividends. Great performance is
very often invisible in small and medium sized companies. [...]
Warmest thanks for your comments [...]. Such a compliment may be
intangible, but it is a most gratifying reward!
Our objective now is to produce an even better 2015 annual report. [...]
From R. B. April 14, 2015
[...] I attended the last Annual General Meeting, and sensed, through Mr
Guillaume Robin’s talk, some nervousness about the future and longterm security of Thermador Groupe, in spite of acceptable results… This
caught my attention, and I take this opportunity to outline my general
analysis of your company. From a sales point of view, for many years
Thermador has relied on the ‘memory’ of its customers…
It cannot evolve and continue without bringing a new dynamic on the
sales front. Your customers are your ‘memory’ but the future is all about
creating ‘new’ ones!!!!! This means prospecting via your ‘Salesforce’.
No company can ignore this visibility, and that’s what you need to get
new market share… it’s up to you to analyse your prospects (new
customers) at the beginning of the year, with your subsidiaries.
I would like to reiterate my confidence in you, Mr Robin, but I feel it only
right to communicate my feelings since other shareholders feel the
same. For your information, I intend to defer the purchase of further
Thermador shares. [...]
Answer from Guillaume Robin April 30, 2015
Your comments caught my attention because they really do not reflect
our state of mind.
Nervous? No, I would say simply conscious of the current economic
difficulties and transparent in respect of Thermador Groupe
shareholders. Would you have preferred us to hide the truth? Worried
about the long term security of Thermador Groupe? In no way whatever,
given our financial structure and our results! Do you think that we would
be planning to invest €6 million to extend the Sectoriel building if we
were worried? In our view, your general analysis does not correspond
to the reality of Thermador Groupe subsidiaries. Indeed, there is no ‘one
situation’ - there are as many situations as there are commercial
companies. The problems encountered by Sferaco, Jetly, Thermador,
PBtub, Dipra, Sectoriel, Thermador International and Axelair are all very
different. For some of these companies, we can clearly say that we have
regular business with all French wholesaler customers. The idea is
therefore to increase our market share amongst our own customers by
selling them broader ranges or supplementing our ranges so as to
extend our overall product range. For other younger companies like
PBtub or Axelair, it is true that we need to convince more customers to
choose us as suppliers. Our sales teams are working on that every day,
overseen by the management teams in each of our subsidiaries.
Internationally, we open up one or more customer accounts every week.
We now have 1,100 active customers outside France whereas this
initiative only began in 2006.
You seem to think that we are resting on our laurels and waiting for better
days ahead. This is completely wrong: our teams are steadfastly working
against counter-currents. In a particularly difficult economic context
characterised by a generalised drop in activity in construction, they have
been able to maintain their results. Even though this performance is
qualified as ‘honourable’ by the vast majority of our shareholders, it is
not satisfactory to us and we will continue to investigate to find the best
route to growth. As soon as the economic environment picks up, our
fleet will immediately return to cruising speed. Our working apparatus
continues to improve and our teams remain intact. Our financial
resources are substantial and product ranges are growing year-on-year.
I hope to have dissipated your doubts as to our longer term
performance… [...]
SHARE PERFORMANCE | LETTERS FROM SHAREHOLDERS
35
LETTERS FROM SHAREHOLDERS
From V. L. April 17, 2015
[...] As a shareholder in your company, I attended your meeting in Paris
on April 9. I asked a question at the time, which may have been
perceived as clumsy, concerning declarations of capital gains on stock
held for more than eight years. I am well aware of the cost price of my
shares (average price of shares purchased before 2006-2007). However,
I did not remember if there was a grouping of these shares and at what
date, in the same way that I don’t think there was any distribution of free
shares. I would thank you for clarification on the date of any possible
regrouping of shares. [...]
Answer from Guillaume Robin May 4, 2015
Since 2006, you need to take account of a free share distribution
operation in November 2011 and the division of the nominal value in half
in May 2012. An average purchase price of 99.45 before these two
operations was equivalent to 42.62 after. [99.45 x (6/7) x (1/2)].
I am sure your financial advisor will confirm this calculation.
From C. C. May 8, 2015
[...] Finally, for the company’s accounts, the payment of dividends in
shares is a good operation which saves cash. I did a quick summary of
the gain further to two operations and it came out at a little over
€7 million. If this trend is confirmed in the future, this is a non-negligible
source of savings which would give the company more capacity
(development, shareholder returns, etc.) [...]
Answer from Guillaume Robin May 18, 2015
[...] From our point of view, you can’t aggregate tax savings and reduced
cash outlay.
1- Cash savings have a direct impact on net profit.
2- The increase in capital saves cash but leads to a mechanical increase
in the overall amount of dividends paid the following year. (Some would
say that this is very expensive and Thermador Groupe would do better
borrowing at 2% today rather than paying out 4% to its shareholders.)
In our view, small, successive increases in capital contribute to
increasing the company’s equity. This indicates that our shareholders
trust us and are prepared to give us additional means to continue and
to accelerate our development totally independently. [...]
From N. P. – June 13, 2015
In reading the latest Annual Report, I noticed the large difference
between EPS and diluted EPS as a result of EUR-15m of authorized,
unissued capital. Could you please point me to the details behind these
shares and the diluted EPS calculations?
Also, just out of curiosity, I noticed that Salvepar sold its position in
Thermador earlier this year. They describe themselves as:
Salvepar is an investment company listed on the NYSE Euronext Paris
(stock exchange symbol SY). Salvepar aims at supporting SMEs in order
to strengthen the stability of their shareholder base and to accelerate
growth.
Salvepar’s purpose is to take minority shareholdings (between 5% and
40%) in listed or unlisted companies, with priority given to companies
in a growth phase with international development projects. Salvepar also
invests with leading financial partners in promising foreign companies.
I haven't read any history about Salvepar's relationship with Thermador.
Was Salvepar's investment merely a passive one or did they provide
additional benefits? [...]
Answer from Guillaume Robin July 3, 2015
[...] On April 7, 2014 the annual general meeting authorised us to
increase the company’s capital in one or more tranches for a total
nominal amount of €15 million within a maximum of 26 months for the
purpose of distributing free shares. At the time of writing, we have not
taken up this possibility, either totally or partially. On page 43 of the 2014
annual report, we indicated what the net profit per share would be if we
were to take up this authorisation in full.
€15m / 8 euros nominal value = 1,875,000 new shares
4,323,733 + 1,875,000 = 6,198,733 shares
19,861,000 / 6,198,733 = €3.20 per share
Salvepar has been a Thermador Groupe shareholder since 2008. It is
clearly a long-term investment. This investment company was sold to
Tikehau by Société Générale in October 2012. Our new contacts have
shown themselves to be very transparent, interested, and non-intrusive.
Tikehau announced its intention to sell its shares at the end of 2014.
The position was totally sold off on February 2, 2015, i.e. around 3
months later. The total capital gain on the sale of this investment line
was €7.2 million of which €5.2 million made in FY2015, i.e. a total sale
price 1.8 times the amount initially invested. [...]
From M. C. – October 25, 2015
[...] Congratulations on your turnover at the end of September 2015.
Congratulations also on the acquisition of this new company and the
quality of this deal to which I would have contributed, had you thought
to contact me, given that I had capital available for this type of
acquisition. Unfortunately, you did not contact me. Why not? I am sorry
you didn’t.
Answer from Guillaume Robin November 30, 2015
First of all, I would like, if you don’t mind, to reformulate your question:
‘Why was this increase in capital, designed to finance a portion of the
Mecafer acquisition, reserved to only two people?’
The explanation is disarmingly simple. Since the very first contacts with
the main shareholder of Mecafer, we thought we would bring the sellers
into the capital of Thermador Groupe, as is the case for all our directors.
This is a proof of commitment which shareholders and investors alike
seem to appreciate. At the time, Thermador Groupe had none of its own
shares and we could not intervene on the market to buy shares because
of the insider trading situation. Indeed, we were the only ones to know
that this external growth operation was likely to go ahead. At the time
of concluding the purchase and after the AGM’s approval, we created
83,826 new shares to allocate to Didier Courbon and Philippe Bories in
exchange for 1,442 Mecafer shares. The remainder of the transaction
was settled in cash without calling on our shareholders, since our net
cash flow was very positive at the time. Like you, many of our
shareholders are ready to contribute when called upon. Our warmest
thanks for your confidence and with just a reminder that our cash flow
has been sufficient to finance all of our development since the company
was listed on the stock exchange in 1987. [...]
From F. H. - July 24, 2015
Further to a telephone conversation I had with Mrs Boyer, I got in touch
with my ‘financial contact’ to obtain ‘attendance certificates’ for the
annual general meeting of August 7. The managers I normally speak to
were all on holiday. When I explained to the person I got on the phone
that we were seeking to give delegate powers, they stated that in this
case they had to provide us with ‘shareholder certificates’ and not
‘attendance certificates’ – which I noted, but was not able to convince
them… If ‘attendance certificates’ are necessary, don’t hesitate to
contact our share department. [...]. The envisaged acquisitions which
we all hope will be favourable to the development of the group, did
nevertheless surprise some of us [...].
Answer from Guillaume Robin October 15, 2015
We are sincerely sorry about the administrative problems caused by our
extraordinary general meeting. Nevertheless, our efforts were rewarded
since we had a record level of 70.6% of voting rights represented, which
is particularly amazing for a meeting held on August 7! This high
attendance level afforded full legitimacy to the decisions taken and
means that we now have to face up to our responsibilities. We are now
working methodologically and calmly to transform these acquisitions
into “success stories”.
Consolidated
figures
CONSOLIDATED FIGURES | CONTENTS
37
38
Financial highlights
39
Consolidated figures
39
Investments
40
Consolidated ratios
41
Global consolidated profit statement
42
Financial statement
43
Comparative financial structure
44
Cash flow statement
44
Equity variation statements
45
Notes to the balance sheet and the consolidated P&L account
38
CONSOLIDATED FIGURES | FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
In thousands of euros
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
Jetly
44,462
44,344
44,189
48,447
46,791
44,117
44,035
44,154
42,529
39,598
Sferaco
42,477
41,813
43,855
45,793
43,659
39,088
37,092
41,154
40,889
33,653
Turnover after Intra-group *
Thermador
36,201
35,397
37,694
37,234
34,981
35,039
38,056
39,818
28,704
25,408
PBtub
24,723
28,621
27,968
26,861
23,144
20,035
19,898
24,151
22,104
18,133
14,123
Dipra
20,385
19,853
21,002
23,253
20,347
17,947
15,984
14,726
14,632
Thermador International
19,531
16,694
13,629
12,158
9,404
7,417
5,146
4,763
1,255
Sectoriel (1)
14,799
12,508
11,770
10,803
10,374
9,372
7,801
8,223
7,648
6,602
Mecafer (2)
11,237
5,165
5,589
4,957
4,140
4,882
,5,714
5,657
6,098
380
371
344
132
78
252
582
504
Isocel
5,071
5,418
Axelair
984
540
Group’s other subsidiaries
375
400
Total
220,245 205,588 205,652 210,509 194,001 177,287 172,972 182,955 164,000 144,119
Profit before tax *
Jetly
8,610
8,282
8,075
9,403
8,942
8,191
8,642
8,735
8,182
7,161
Sferaco
7,131
7,148
8,189
8,301
8,557
6,402
6,263
7,669
9,046
6,174
Thermador
5,396
5,562
5,891
5,783
5,131
5,855
6,120
6,436
3,955
3,868
PBtub
2,326
3,320
3,030
2,419
2,277
2,037
2,280
3,969
3,771
2,545
Dipra
281
241
288
1,092
1,056
467
781
523
908
974
2,293
1,816
949
635
603
324
(156)
91
(375)
(166)
Sectoriel (1)
2,060
1,746
1,750
1,493
1,372
1,320
953
1,174
1,029
824
Mecafer (2)
741
Isocel
513
548
503
476
455
346
354
611
580
601
Axelair
(424)
(516)
(71)
Aello
Opaline
Thely
Tagest
(1)
59
122
74
100
3
76
18
42
51
32
1,196
1,356
1,442
1,309
967
1,094
947
995
1,061
941
6
6
7
7
6
7
6
8
5
3
Groupe
15,444
15,708
15,907
18,329
17,922
17,858
17,244
18,054
11,098
10,544
Subtotal
45,631
45,339
46,034
49,347
47,291
43,977
43,452
48,307
39,311
33,501
(14,140) (14,127) (14,229) (16,193) (15,409) (15,848) (16,020) (15,446)
(9,130)
(8,913)
(17)
(24)
30,164
24,564
Consolidation adjustments
Dividends from subsidiaries paid to the group
Capital gains on disposals
8
Amortisation of goodwill allocated to fixed assets
Securities provision
Impact of the free share allocation (IFRS2)
Impact of the valuation of financial instruments
(IFRS39)
IFRIC21
Actuarial discrepancies recorded in equity
Consolidated profit before tax
Current tax charge
Net attributable earnings
Net profit attributable to minority interests
(1)
(300)
(300)
600
(1,134)
(2,407)
(1,272)
26,695
25,625
31,597
902
(221)
(219)
79
(48)
31,953
31,291
31,757
33,154
31,582
(11,763) (11,430) (11,773) (11,917) (10,990)
(9,693)
(9,772) (11,431) (10,493)
(8,462)
20,186
19,855
19,978
21,221
20,576
16,994
15,841
20,157
19,656
16,087
4
6
6
16
16
8
12
9
15
15
With the acquisition of Nuair France on July 1, 2015, turnover of €1,926,000. (2) Acquisition of Mecafer on July 1, 2015.* Detail per subsidiary: page 64 to 75.
CONSOLIDATED FIGURES | CONSOLIDATED FIGURES
39
CONSOLIDATED FIGURES
Ten year highlights
2015
Turnover
220,245 205,588 205,652 210,509 194,001 177,287 172,972 182,955 164,000 144,119
Gross profit
2014
2013
2012
2011
2010
2009
2008
2007
2006
81,874
78,450
77,583
78,542
74,406
67,093
65,516
69,858
63,511
54,394
314
278
271
257
250
236
223
214
205
194
Wages and salaries
23,112
22,197
21,536
20,702 19,838,
18,116
17,478
18,001
16,742
14,629
Trading profit
30,988
31,170
31,665
32,990
31,435
26,598
25,586
31,434
30,015
24,373
Profit before tax
31,953
31,291
31,757
33,154
31,582
26,695
25,625
31,597
30,164
24,564
Current tax charge
11,763
11,430
11,773
11,917
10,990
9,693
9,772
11,431
10,493
8,462
Profit after tax
20,190
19,861
19,984
21,237
20,592
17,002
15,853
20,166
19,671
16,102
Net attributable earnings
20,186
19,855
19,978
21,221
20,576
16,994
15,841
20,157
19,656
16,087
Net profit as a portion of the group restated*
20,186
19,855
19,978
21,221
20,576
18,128
18,248
21,429
19,656
16,087
Cash flow from operations
22,565
22,521
22,894
24,485
22,920
20,255
20,462
22,692
20,936
17,476
2,891
5,708
22,746
17,613
16,250
4,598
24,371
11,724
4,726
3,825
162,428 146,462 135,527 128,947 120,720 111,280 103,765
96,130
85,325
75,064
Number of employees at 31/12
Free cash flow
Shareholders' equity at 31/12
Before allocation
Profit to be distributed
10,619
10,619
10,619
10,619
9,401
After allocation
148,219 132,842 122,092 115,512 107,711 100,661
93,146
85,511
74,706
65,663
Long-term capital at 31/12
148,219 132,842 122,092 115,512 107,711 100,661
93,146
85,511
74,706
65,663
Non-current liabilities
14,209
13,620
13,435
13,435
13,009
4,450
5,021
4,859
4,661
4,028
3,987
3,942
3,829
3,846
3,590
Non-current assets
71,876
53,265
46,841
45,759
47,387
44,336
31,787
30,200
22,109
19,962
Working capital (after distribution)
80,793
84,598
80,110
74,414
64,352
60,312
65,301
59,140
56,443
49,291
Working capital requirements
74,541
70,148
61,384
64,993
59,638
58,441
56,936
66,788
62,682
49,628
Net stocks at 31/12
77,191
69,824
65,062
66,194
61,508
60,518
50,797
57,728
48,140
41,942
Cash
20,839
29,049
32,214
22,904
18,301
13,203
19,226
5,480
4,380
9,064
* The virtual charge levied between July 2008 and July 2010; corresponding to the exceptional distribution of free shares
(www.thermador-groupe.fr of our annual report 2008, page 15).
Movements of investments (in thousands €) 2015
Investments
In % of turnover
Of which, THELY investments
in 2015 (€ millions)
€22.6m
4,611
2014
9,037
2013
3,871
2012
987
2011
5,338
2010
2009
14,623
3,676
2008
9,371
2007
2006
3,156
717
2.1
4.4
1.9
0.5
2.8
8.2
2.1
5.1
1.9
0.5
3,425
6,871
2,598
(45)
3,283
13,205
2,785
7,626
2,285
-
Working capital requirements
in 2015 (€ millions)
€74.5m
Free cash flow in 2015
(€ millions)
€2.9m
40
CONSOLIDATED FIGURES | CONSOLIDATED RATIOS
CONSOLIDATED RATIOS
Ten year highlights
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
Staff costs / Turnover
10.5
10.8
10.5
9.8
10.2
10.2
10.1
9.8
10.2
10.2
Operating profit / Turnover
14.1
15.2
15.4
15.7
16.2
15.0
16.2
17.9
18.3
16.9
9.2
9.7
9.7
10.1
10.6
9.6
9.2
11.0
12.0
11.2
ROE
13.6
14.9
16.4
18.4
19.1
16.9
17.0
23.6
26.3
24.5
Cash flow provided by operations / Turnover
10.2
11.0
11.1
11.6
11.8
11.4
11.8
12.4
12.8
12.1
727
740
759
819
776
751
776
859
800
743
15
17
19
21
21
20
22
27
28
27
Non-current assets + stock/equity
101
93
92
97
101
104
89
103
94
94
Long-term capital / Non-current assets
206
249
261
252
227
227
293
283
338
329
Long-term capital / Stocks
192
190
188
175
175
166
183
148
155
157
Profitability ratios (%)
Net profit as a portion of the group / Turnover (%)
Productivity ratios
Turnover per employee (in thousands of euros)
Financial ratios after distribution (%)
Cash flow provided by operations / Equity
Trading profit / Turnover
in 2015 (in %)
14.1%
Net attributable earning / Turnover
in 2015 (in %)
9.2%
Turnover per employee in 2015
ROE in 2015
(€ thousands)
(in %)
€727,000
Salary costs / Turnover
in 2015 (in %)
10.5%
13.6%
Non-current assets + stock / equity
in 2015 (in %)
101%
41
CONSOLIDATED FIGURES | GLOBAL CONSOLIDATED PROFIT STATEMENT 2015
GLOBAL CONSOLIDATED PROFIT STATEMENT 2015
Notes
of appendix
Consolidated profit and loss account
Turnover
23
2015
2014
2013
220,245
205,588
205,652
284
157
214
(138,371)
(127,138)
(128,069)
(23,112)
(22,197)
(21,536)
(20,662)
(18,440)
(17,854)
(3,305)
(3,211)
(3,195)
(3,234)
(2,779)
(2,747)
Other income from activity
Purchases consumed
Personnel charges
29
External costs
Taxes
Depreciation and amortisation
13
Increase in provisions
6 - 8 - 15
Other earnings, other operating expenditure
Trading profit
Variation of fair value of financial instruments
(400)
(92)
(256)
(457)
(718)
(544)
30,988
31,170
31,665
122
93
10
902
Cash earnings and equivalent
65
Gross debt burden
(2)
(1)
(1)
(11,763)
(11,430)
(11,773)
Net profit
20,190
19,861
19,984
Net profit as a portion of the group
20,186
19,855
19,978
4
6
6
4.55
4.59
4.68
3.20
3.20
4.68
Taxes
5
Net profit attributable to minority interests
Net profit as a portion of the group per share in euros
Net profit per share after dilution in euros
(1)
(2)
The profit per share is calculated on the basis of 4,265,100 shares in 2013, 4,323,733 shares in 2014 and 4,440,310 shares in 2015 cf. note 14.
(2) The 2015 profit per share was calculated on the basis of 6,315,310 shares, i.e. the 4,440,310 existing shares plus 1,875,000 shares corresponding
to €15,000,000 of authorised, unissued capital.
(1)
For the constant scope, 2015 turnover was €207,082,000, the 2015 operating profit €30,140,000 and 2015 net profit as a portion of the
group, €19,029,000.
Statement of other elements of net overall consolidated profit
Notes
of appendix
Net profit
2015
2014
2013
20,190
19,861
19,984
146
(53)
32
Total overall profit
20,336
19,808
20,016
Total overall profit - Portion of group
20,332
19,802
20,010
4
6
6
Other elements of overall profit
7
Total of overall profit allocated to minority interests
Trading profit in 2015
(€ millions)
€31.0m
Total costs, excluding tax:
Taxes
€50.9m in 2015
% of turnover 23.1% in 2015
€11.8m in 2015
% of pre-tax profit
36.8% in 2015
11.8
37.1 %
13
11.4
36.5 %
14
11.8
36.8 %
15
42
CONSOLIDATED FIGURES | FINANCIAL STATEMENT
FINANCIAL STATEMENT
In thousands of euros at 31 December 2015
Assets
Notes
of appendix
31/12/2015
31/12/2014
31/12/2013
23,753
6,136
6,136
Notes of appendix
Consolidated goodwill
3 - 12
Intangible assets
4 - 12 - 13
468
313
333
Tangible assets
4 - 12 - 13
46,763
45,443
39,205
Land
2
6,902
6,902
6,642
Buildings
2
32,050
24,538
25,929
Other tangible assets
4,700
5,052
4,033
Other fixed assets in progress
3,111
8,951
2,601
48
4
4
844
1,369
1,163
71,876
53,265
46,841
77,191
69,824
65,062
35,002
30,948
32,092
Financial investments
Deferred tax assets
5
Total non-current assets
Current assets:
Stock (goods)
6
Trade notes and accounts receivable
Corporate tax
16
1,220
461
775
Other receivables
16
5,699
4,306
3,800
Financial instruments
10
358
Cash and equivalent
9
20,839
29,049
32,214
Total current assets
140,309
134,588
133,943
Total assets
212,185
187,853
180,784
31/12/2015
31/12/2014
31/12/2013
Share capital and reserves
70,912
61,337
56,004
Consolidated reserves
71,181
65,124
59,404
Net profit is the part of the group
20,186
19,855
19,978
149
146
141
162,428
146,462
135,527
Liabilities
Notes
of appendix
Equity:
Minority interests
Total shareholders' equity
Non-current liabilities:
Deferred tax liabilities
5-15
1,919
2,578
2,578
Provisions for retirement indemnities
7-15
2,531
2,443
2,281
4,450
5,021
4,859
549
25
24
28,130
21,999
26,051
Supplier fixed assets
736
978
53
Tax payable
189
7,468
6,611
6,710
8,235
6,757
7,560
45,307
36,370
40,398
212,185
187,853
180,784
Total non-current liabilities
Current liabilities:
Current provisions
15
Suppliers and associated accounts
Fiscal and social debts
Other liabilities
Total current liabilities
Total liabilities and shareholders' equity
17-18
CONSOLIDATED FIGURES | COMPARATIVE FINANCIAL STRUCTURE
43
COMPARATIVE FINANCIAL STRUCTURE
(prior to allocation of results)
2013
2014
2015
44
CONSOLIDATED FIGURES | CASH FLOW STATEMENT
CASH FLOW STATEMENT
31/12/2015
31/12/2014
31/12/2013
20,190
19,861
19,984
3 ,468
2,888
2,981
(1)
(22)
Cash flow from operations before net financial cost and taxes
22,755
22,727
22,965
Taxes
11,763
11,430
11,773
Consolidated net profit
Plus or minus latent gains due to fair value variations
(902)
Plus or minus net depreciation expense and provisions
Capital gains or losses from disposals
Cash flow from operations before net financial cost and taxes
34,518
34,157
34,738
(11,953)
(11,636)
(11,844)
Cash flow from operations before net financial cost and after tax
22,565
22,521
22,894
Change in operating working capital
(4,393)
(8,764)
3,609
18,172
13,757
26,503
(9,037)
(3,871)
63
109
Taxes paid
Net cash flow from operating activities
Net cash linked to investment operations
(17,201)
Disbursements for property, plant and equipment and intangible assets
(4,611)
IFRIC 21
242
Increase in capital
6,489
Receipts from sale of assets
42
Due to suppliers of fixed assets
Net cash flow from investment activities
(242)
925
5
(15,281)
(8,049)
(3,757)
Free cash flow
2,891
5,708
22,746
Dividends paid to shareholders of the parent company
(11,101)
(8,873)
(13,436)
Net cash flows from financing activities
(11,101)
(8,873)
(13,436)
Net cash flows
(8,210)
(3,165)
9,310
Opening cash
29,049
32,214
22,904
Closing cash
20,839
29,049
32,214
EQUITY VARIATION
STATEMENTS
Reserves Shares
Retained
held
Capital
linked
earnings
to capital internally
Situation on 31/12/2013
Profits recorded
directly as
shareholders'
equity
Total
Minority
shareholders'
shareholders
equity
34,120
21,884
79,350
469
4,864
(14,205)
19,855
(53)
19,802
6
19,808
34,589
26,748
85,000
(21)
146,316
146
146,462
Distribution
262
2,824
(14,186)
(11,100)*
(1)
(11,101)
Capital increase
671
5,818
Distribution
Profit of the period
IFRIC 21
35,522
35,390
135,386
141
135,527
(8,872)*
(1)
(8,873)
6,489
242
Profit of the period
32
Total
group
share
6,489
242
242
20,186
146
20,332
4
20,336
91,242
125
162,279
149
162,428
* Dividend 2013: €3.15 on 4,265,100 paid in 2014 with a payment in shares of 34%.
* Dividende 2014: €3.15 on 4,323,733 paid in 2015 with a payment in shares of 18%.
45
CONSOLIDATED FIGURES | NOTES TO THE BALANCE SHEET AND THE CONSOLIDATED P&L ACCOUNT
NOTES TO THE BALANCE SHEET AND
THE CONSOLIDATED P&L ACCOUNT
The consolidated accounts were closed by the Board meeting of
February 10, 2016 and will be submitted to the Annual General Meeting
of April 4, 2016.
1 MAIN EVENTS OF THE FINANCIAL YEAR:
In July 2015:
- we purchased 100% of Mecafer’s capital for €24.3m, of which
€17,811,000 was paid in cash and €6,489,000 by an increase in capital
in August 2015, as described in note 14,
- our subsidiary Sectoriel purchased 100% of Nuair France, a sister
company of Mecafer, for €2.7m.
In November 2015, we took a 99.99% share in Aello’s capital of €2m at
the time of its foundation.
2
ACCOUNTING REFERENCE SET
Note 1 Accounting reference set
In application of European regulation 1606/2002 of July 19, 2002, the
consolidated financial statements of Thermador Groupe are prepared
according to the international financial information standards (IAS/IFRS
compliant with IFRS of the IASB) adopted by the European Union on 31
December 2015. With the exception of the points mentioned below, the
accounting principles used are identical to those used for the financial
statements of 31 December 2014.
In the financial statements presented hereafter, all standards and
compulsory application interpretations on January 1, 2015 have been
applied; in particular, those which came into force on January 1, 2015
(IFRIC 21, IFRS 3 amended, IFRS 13 amended and IAS 40 amended).
Only IFRIC 21 had an impact on the accounts presented (note 27).
No accounting standard is applied by anticipation. The impacts of the
application of these new standards are currently being evaluated.
We would remind you that during the first application of the IFRS reference
set, the following options were adopted: operations for the grouping of
companies prior to 2004 were not reprocessed and assets maintained on
the amortisation cost were not re-evaluated.
3 CONSOLIDATED SUBSIDIARIES
Consolidated subsidiaries are all companies in which Thermador Groupe
holds directly or indirectly at least 20% of the voting rights on 31
December 2015:
Name
Sferaco
Thermador
Jetly
Dipra
PBtub
Isocel
Sectoriel
Nuair France
Axelair
Mecafer
Aello
Thely
Opaline
Tagest
Location Ownership interest (%) Consolidation method
France
France
France
France
France
France
France
France
France
France
France
France
France
France
France
99.9975%
99.9975%
99.9972%
97.9933%
99.9800%
99.9000%
99.9631%
99.9631%
99.9888%
99.9958%
100.0000%
99.9992%
99.9999%
100.0000%
99.8000%
Intégration globale
The consolidation scope, which concerns all companies of the group,
was modified in 2015:
- Acquisition of 100% of Mecafer’s capital by Thermador Groupe on
July 1, 2015,
- Acquisition of 100% of Nuair France’s capital by Sectoriel on July 1,
2015,
- Creation of the company SA Aello, with Thermador Groupe holding
99.9992% of its €2,000,000 capital.
4 MATERIAL ACCOUNTING RULES AND METHODS
The base method used to assess elements entered into the
accounts is the historical cost method except for financial
instruments (short-terms and derivatives) which are assessed at
their actual value.
Note 2 Goodwill on S.C.I Thely
Goodwill arising from the acquisition of S.C.I Thely shares by
Thermador Groupe in 1987 and 1990 was allocated to Land and
Buildings: this adjustment was not applied to minority interests.
This goodwill is amortised through income statement in accordance with
the accounting principles which apply to the related fixed assets. Thus,
the spread attributed to land was not amortised and the spread
allocated to constructions was amortised according to the forecast
residual service life of the constructions.
Goodwill - Gross
Amortisation at the opening
Amortisation at the closing
Goodwill - Net
Land
Buildings
Total
39
468
468
468
507
468
468
39
39
Note 3 Consolidated goodwill
The balance sheet includes an "acquisition purchase discrepancy" item
for €23,753,000.
This item was worth €6,136,000 at the beginning of the financial year.
When Mecafer and Nuair France entered the scope, in application of the
amended IFRS 3 standard, goodwill of €17,617,000 was entered.
The acquisition price of the companies corresponds to the fair value on
the date of acquisition of the elements of remuneration presented to the
seller in exchange for a controlling share, excluding any element which
remunerates a transaction separate from the taking of control.
This goodwill of €17,617,000 will however be made definitive during the
2016 financial year, within the scheduled allocation period of twelve
months.
Mecafer
Nuair France
Total
Acquisition cost
Net assets purchased
Reprocessing
Goodwill
24,300
8,940
(298)
15,658
2,700
741
27,000
9,681
(298)
17,617
1,959
Reprocessing concerned:
- The value of financial instruments in Mecafer on June 30, 2015 i.e. a
cost of €544,000.
- Deferred taxation on the financial instrument, i.e. €181,000 and on the
pension provision, i.e. €60,000.
- IFRIC21 impact for €5,000.
Depreciation tests (IAS 36) are carried out at least once per year for units
generating cash flow to which the purchase discrepancy was attributed
in compliance with IAS 8 as part of the presentation of sector-based
information. These units generating cash flow were defined according
to activity sector criteria. Given the organisation of the group and the
distribution of the different professions, units generating cash flow
obtained by the group comprise the following legal entities: Jetly,
Sferaco, Thermador, Dipra, Isocel, PBtub, Sectoriel including in Nuair
France on July 1, 2015, Thermador International, Axelair, Mecafer on
July 1, 2015 and a separate group comprising Thely, Opaline, Tagest,
Aello in 2015 and Thermador Groupe (cf: note 28).
The results of impairment tests on this purchase discrepancy, based in
particular on future forecast net cash flows over a period of five years
and a subsequent growth rate of 1%, discounted at 7.1%, explain the
absence of provisions. The discount rate was calculated according to
the 30-year treasury bond rate TEC (Constant Maturity Treasuries),
French market risk, and sector risk, i.e. 0.8% and a specific risk
premium.
A reasonable variation of key hypotheses shows no particular sensitivity.
46
Note 4
Tangible and intangible assets
Tangible and intangible assets are valuated at their purchase price (cost price plus associated costs) with the exception of land and buildings
to which valuation discrepancies have been attributed.
Intangible assets relate primarily to software.
Depreciation amortisation is calculated in linear fashion on the basis of the expected service life:
Software
Primary works
Wall frames and roof frames
Roof
Electricity
Heating and plumbing
Partitions and paintwork
Building improvements and fixtures
Installations and fixtures
Office and computer equipment
Furniture
3, 4, 5 years
40 years
25 years
20 years
20 years
15 years
10 years
3, 4, 5, 7 and 10 years
2, 3, 4, 5 and 10 years
2, 3, 4, 5, 6 and 10 years
2, 3, 5, 8 and 10 years
The residual value of capital assets is taken into account in the amortisation calculation when such residual value is judged to be significant.
Note 5
Deferred income taxes
Deferred taxes were calculated on all items of the balance sheet and P&L and there are no non-activated deferred taxes.
Corporate tax rate in 2015 :
Profits from ordinary activities
Social contribution
3% tax on dividends (1)
Non-deductible costs and charges on subsidiaries’ dividends (2)
CICE (3)
Rate of corporation tax on profit from ordinary business
33.33%
0.51%
2.50%
0.80%
(0.33%)
36.81%
The finance law introduced a tax of 3% on dividends, and the amount registered in 2015 was €798,000:
- tax on €333,000 of dividends paid in 2015 by Thermador Groupe to shareholders,
- since the Annual General Meetings of the subsidiaries were held before the Thermador Groupe Board meeting voting on the accounts, the 3% tax
was calculated on dividends distributed by subsidiaries in 2016 and represents a total of €465,000.
(2)
The finance law fixed the percentage of non-deductible costs and charges at 5% on subsidiary dividends; this represent a tax on the dividends of €258,000 to
be paid to Thermador Groupe in 2016.
(3)
See note 24.
(1)
Assets and liabilities of deferred taxes are not discounted and are offset when they relate to the same entity and when they have the same
pay-back schedules..
On December 31, 2015 deferred tax on assets and liabilities were divided between current and non-current deferred taxes as follows:
Deferred tax non-current on assets
Provision for retirement compensation
Axelair deficit
Temporary differences
Total
31/12/2015
844
31/12/2014
814
190
365
1,369
31/12/2013
761
24
378
1,163
Deferred tax on current assets
Axelair deficit
Total
31/12/2015
330
12
342
31/12/2014
31/12/2013
Deferred tax non-current on liabilities
Goodwill*
Goodwill of land and construction
3% on dividends distributed by subsidiaries
Tax on subsidiaries dividends
Total
31/12/2015
1,906
13
31/12/2014
1,906
13
424
235
2,578
31/12/2013
1,906
13
424
235
2,578
31/12/2014
31/12/2013
844
1,919
* The goodwill recorded in Thermador Groupe’s assets are tax deferred.
Deferred tax on current liabilities
Tax on subsidiaries dividends
3% on dividends distributed by subsidiaries
Total
31/12/2015
258
315
14
587
Note 6
47
Stocks
Stocks were assessed according to the weighted average cost method.
The gross value of merchandise and supplies includes the purchase price and incidental costs.
A provision for depreciation is made when the inventory value is lower than the accounting value defined above. The inventory value is
established reference by reference according to rotation, based on quantities in stock and sales completed, probability of stock movement
and, where applicable, the rates used by metal dealers. The depreciation rates chosen are adapted to each situation.
Note 7
Staff benefits
No post-employment benefit was attributed to group staff. The group only uses mandatory contribution regimes.
Pension compensation was calculated at €2,531,000 including charges (of which Board Members and Company Managers, €581,000)
according to age, length of service, salary and the industry-wide agreement for wholesalers. The calculation takes into account the following
hypotheses:
• Reference retirement age: 64.5 to take the retirement age law and the average retirement age within Thermador Groupe into account.
• Rate of staff turnover: calculated by age group (under 35, 35-50 and over 50) and according to average age observed in each company
over the past 5 years. In 2014, the average rates observed were: under 35 - 1.52% (1.66% in 2014), 35-50 - 0.84% (1.21% in 2014) and
over 50 - 0.14% (0.18% in 2014).
• Growth in salaries depends on the salary policy of each company: the average 2015 rate was 1.45% (1.78% in 2014).
• Probability of survival to retirement age.
• The discount rate, based on the IBOXX rate for AA10+ companies is 2.03% (1.49% in 2014).
The provision entered in the accounts therefore concerns all employees and Corporate Officers.
Any actuarial gains are recorded as equity. On 31 December 2015, this concerned primarily the actualisation variation rate, and represents
a gross amount of € -219,000 net of corporation tax €-146,000.
Note 8
Receivables
Receivables are recorded at their face value. A provision for bad debt is recorded when their balance sheet value is less than the book value.
The inventory value is calculated on the basis of the probability of debt recovery, i.e. essentially in case of receivership (10%) and
court-supervised liquidation (0%).
Note 9
Cash and cash equivalents
The liquidities item - €20,839,000 - corresponds to the sum of bank accounts for €20,321,000 and short-term deposits with a due date of
February 21, 2016 for a total of €518,000.
Note 10 Operations in foreign currencies, financial instruments and derivatives
Operations in foreign currencies are registered for their value at the date of the operation.
Debt and credit in foreign currency appear on the balance sheet for their for value in the course of the financial year or of the financial
commitments made. The difference resulting from the reassessment of debt and credit in foreign currency at the most recent rate is included
in the P&L account.
Amount of supplier debt on 31/12/2015 in the main foreign currencies (for value in euros): US Dollars 4,385,000.
Thermador Groupe uses no financial derivatives for speculative purposes.
The guarantee policy of the group is determined for each subsidiary and is not systematic.
The derivatives used serve only to cover exchange rate fluctuations corresponding to purchase of merchandise in foreign currencies.
Before becoming part of the group, Mecafer had taken accumulative forward positions in US dollars with due dates after December 31,
2015. Assessment of these financial instruments according to the US dollar exchange rate on June 30, 2015 shows a loss of €544,000 and
on December 31, 2015 a gain of €358,000. The impact on the second half of 2015 is therefore €902,000.
There is no compensation between financial assets and liabilities.
Financial assets and liabilities appearing on the balance sheet: ventilation per category of instruments.
Assets at 31/12/2015
Balance sheet value
Customers of commercial activities
35,002
Other debtors
6,919
Financial instrument
358
Cash
20,839
Total assets
63,118
Fair value
35,002
6,919
358
20,839
63,118
Fair value per result
Liabilities at 31/12/2015
Non-current financial liabilities
Suppliers
Other creditors
Total liabilities
Fair value
4,450
28,130
736
16,441
49,757
Fair value per result
Balance sheet value
4,450
28,130
736
16,441
49,757
Note 11 Off-balance sheet liability
None.
358
20,839
21,197
Payables
35,002
6,919
Derivatives
358
41,921
358
Payables
4,450
28,130
736
16,441
49,757
Derivatives
48
CONSOLIDATED FIGURES | REAL ESTATE
REAL ESTATE
5
NOTES ON THE BALANCE SHEET
Note 12
Fixed assets (in thousands of euros)
Our real estate is the property of S.C.I. Thely which is 99.9% owned by Thermador Groupe. It is located 25 km to the East of Lyon in
the Chesnes Tharabie business park (commune of St-Quentin-Fallavier).
On 31 December 2015, we occupied a total surface area of 214,000m2 comprising 10 plots and 10 buildings, 94,000m2 of warehouses and
office space.
214,000m2 of land and 94,000m2 of buildings
10
9
8
6
5
7
4
11
3
B
2
2 bis
A
1
PROPERTY RESERVE
BUILDINGS CURRENT
1
2
2 bis
3
4
5
Jetly
Sectoriel
Extension to the
Sectoriel building
in progress
Thermador
Thermador
Groupe
Sferaco
6
7
8
9
10
11
Thermador
International,
Isocel
PBtub,
Axelair
Dipra,
outside tenant
Opaline
Aello
Outside
tenant
Jetly building.
PBtub and Axelair building.
A
Land on rue du Ruisseau near to Sectoriel
B
Land on rue du Ruisseau opposite Thermador
Thermador Groupe and Thermador building.
CONSOLIDATED FIGURES | REAL ESTATE
The premises (warehouses and offices) are let to the group's
commercial subsidiaries at the local market rate. Vilmorin Jardin
who sold us the building, 8 remains a tenant for a section of
the office space. For the 3 subsidiaries which do not own their
business assets, Thely invoices the rent to Thermador Groupe
which invoices it on to the 3 subsidiaries concerned.
Since 2008, we have been making a major extension and
modernisation drive targeting our "working apparatus":
buildings, logistics and storage, handling, computerisation of flows,
optimisation of the use of space.
total investments
2011
2012
2013
S.C.I. THELY
Real estate company created in 1973 to manage
the group's properties.
• Capital of €3,100,000 owned 99.9%
by Thermador Groupe.
• Total capital as of 31/12/15: €22,201,000.
• Loans to Thermador Groupe at 31/12/2015:
€20,614,000.
• Estimated value of all properties:
€49,000,000 (see Note 12 p. 50).
2014
2015
2016
€5.338m €0.987m €3.871m €9.037m €4.611m
€6m
Including
€3.283m €(45,000) €2.598m €6.871m €3.425m
THELY
€4m
Total
49
Investments made from 2007 to 2011 and from 2014 to 2015
were fairly substantial:
In 2007, we purchased a 5,000m2 building on a 10,000m2 plot
for €2,285,000.
In 2008, we put up a 12,000m2 building on a 20,000m2 plot
which belonged to us, for a total investment of around
€9 million, €8 million of which in 2008.
In 2009, we bought a 15,000m2 plot and industrial building for
€1.4 million, and demolished the building.
In 2010, we completed the new PBtub building (renovation +
extension) for a cost of around €6 million, and bought the site
next door to Sferaco, with 20,000m2 of warehouses and 3,000m2
of offices on a 45,000m2 plot for €7.3 million.
In 2011, we completed the construction and extension of
1,300m2 of office space in the building bought at the end of 2010
for €3.2 million. Dipra moved in at the end of 2011 as planned,
and the former owner stayed on as a tenant of the offices.
• Net accounting value of all properties:
€38,952,000.
• 2015 profit: €1,196,000 (€1,356,000 in 2014).
- Sferaco building: in November 2013, we purchased a
12,500m2 plot next to the land on which Sferaco’s current
building stands. This gave us 38,000m2 to design the extension
to the Sferaco building to double its surface area and triple its
storage capacity. The overall cost of the operation is €9.4m for
Thely, divided over 3 financial years. Works began in December
2013 and were completed in March 2015. The write-down
began on April 1, 2015. The building surface area is 14,300m²,
with a possibility of an additional extension of 3,000m².
- Sectoriel building: in August 2014, we purchased land and
a building next 2 to the land on which Sectoriel’s 2 bis
current building stands, for €872,000. A planning application
to extend the Sectoriel building was filed in January 2015.
The works are expected to continue through to the end of
2016, at an overall cost of approximately €6m.
This means that we will be able to satisfy the forecast increase
in Thermador International’s turnover, two of whose main
suppliers are Sferaco and Sectoriel.
Funding has always come from our own funds.
Dipra building.
Aello and Opaline building.
Sectoriel extension works 2015 - 2016.
Thermador International and Isocel building.
Sferaco building.
Sectoriel extension works 2015 - 2016.
50
Note 12
Fixed assets (in thousands of euros) (continued)
Changes in the period
Gross value
at the opening
of the period
Inclusion of Mecafer
and Nuair France in the
scope, as of July 1, 2015
Increases
Decreases
Gross value
at the end
of the period
Goodwill on consolidation
6,136
17,617
23,753
Other intangible assets
2,511
286
398
171
3,024
Total intangible assets
8,647
17,903
398
171
26,777
Land
6,902
6,902
Buildings on own property
39,635
Machinery and equipment
7,003
135
482
319
7,301
General installations, fixtures and improvements
2,519
186
171
59
2,817
20
60
157
124
2,787
3,555
9,395
3,111
13,745
9,917
71,993
9,380
Transport materials
80
Other equipment and furniture
2,619
Other tangible assets in progress
8,951
Total tangible assets
135
49,015
67,629
536
Other long term investments
4
44
48
Total investments
4
44
48
76,280
18,483
Grand total
14,143
10,088
98,818
The property extends to 214,000m2 of land and 94,000m2 of buildings (warehouses + offices).
The value of our property holding was assessed in January 2016 at around €49 million (assessment performed by Expertise Galtier,
Chemin Moulin Carron-69 Ecully), this assessment does not include the Sectoriel building which is currently being extended,
or non-built land.
Note 13
Depreciation and amortisation (in thousands of euros)
Changes in the period
Value
at the opening
of the period
and Nuair France
in the scope,
as of July 1, 2015
Increases
in the period
Decreases
and write-offs
Value
at the end
of the period
Other intangible asset items
2,198
222
169
33
2,556
2,198
222
169
33
2,556
Land
Buildings on own property
15,097
3,926
130
701
284
4,473
1,261
163
221
53
1,592
50
8
17
41
1,902
114
267
124
2 159
22,186
457
3,065
478
25,230
Grand total
24,384
679
3,234
511
27,786
Transport materials
Office equipment and furniture
1,868
16,965
51
Note 14
Equity
At the beginning of the financial year, capital was fixed at €34,589,864 divided into 4,323,733 shares with a nominal value of €8 each.
18% of shareholders having opted in 2015 for payment of dividends in shares 32,751 new shares were issued. At the time of the
acquisition of Mecafer, a portion of the price - €6,489,000 - was paid in shares. The Annual General Meeting of August 7, 2015 validated
the increase in capital of €670,608 corresponding to 83,826 new shares with a nominal value of €8 each. The difference of €5,818,392
was recorded as a ‘contribution premium’. Capital therefore is made up of 4,440,310 shares of €8 each nominal, i.e. €35,522,480.
There are no stock options.
Note 15
Balance sheet provisions (in thousands of euros)
Value
at the opening
of the period
and Nuair France in the
scope, as of July 1, 2015
Increases
Actuarial
gains
Value
at the end
of the period
Decreases
Non-current provision
Provision for deferred tax
2,578
Provision for retirement indemnities
2,443
181
259
Total non-current provision
5,021
181
259
Current provision
25
412
Total current provision
25
659
1,919
(219)
133
2,531
(219)
792
4,450
524
412
549
412
524
412
549
1,135
294
260
41
1,648
616
96
162
220
654
Total loss provision
1,751
390
422
261
2,302
Grand total
6,797
983
1,205
1,465
7,301
Current provision
Loss provision
Provision for stocks losses
Provision for bad debt
(219)
Of which, uses
Note 16
690
Note 17
Receivables (in thousands of euros)
Debt under one year old (in thousands of euros)
31/12/2015 31/12/2014 31/12/2013
Trade receivables
Bad debts
Corporate tax
Deferred corporation tax
on assets
31/12/2015 31/12/2014 31/12/2013
34,806
30,802
31,910
196
146
182
Trade payables
1,220
461
775
Corporate tax
189
341
Current provisions
VAT receivables
2,809
2,235
1,701
Tax and social liabilities
Other debtors
2,210
1,886
1,919
Salaries and social
security liabilities
339
185
180
5,358
4,306
3,800
41,921
35,715
36,667
Prepaid expenses
Total other creditors
Total receivables
549
25
24
28,130
21,999
26,051
736
978
53
5,576
5,570
5,475
Deferred corporation tax
on liabilities
587
VAT payables
797
623
823
Other tax liabilities
508
418
412
Total fiscal and social
debts
7,468
6,611
6,710
Other debtors
8,235
6,757
7,560
45,307
36,370
40,398
Total debts
Supplier debt maturity in 2015 was comparable to that of 2014.
52
Note 18
Accrued expenses (in thousands of euros)
Trade notes and accounts payable
8,027
3,306
Other liabilities
Total
561
11,894
Note 22
Risk assessment (see page 23)
The company carried out a review of risks that could have a
detrimental effect on its business, its financial situation and its
results and considers that there are no other substantial risks
than those presented below.
The nature of leading risks did not change in 2015.
Management procedures put in place within the group and
assessment methods used have been effective up to now.
Note 19
Commitments or operations
with associated parties
Associated parties concern all Board members of Thermador
Groupe who are usually directors of the group’s main
subsidiaries.
There is no commitment or operation with associated parties
besides elements of earnings, commitments to pensions on
2015. The group uses no assets belonging directly or indirectly
to directors or members of their families.
Total gross earnings and benefits of all types, both direct or
indirect, for each corporate representative of the group
(consolidating company and controlled companies included,
according to article 357-1 of the law on commercial companies)
allocated for the financial year to members of the Board on
account of their function was €1.915m (see page 21).
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. At December 31, 2015 the total of the
commitment corresponding to this bonus for board members
and corporate representatives was €581,000.
There is no commitment concerning separation compensation
for executives.
Note 20
Legal risks
To the company’s knowledge, there are no other exceptional
items or legal proceedings that may have or may have recently
had an impact on the business, the results, the financial situation
or on the company’s or the group’s assets.
Note 21
Significant events occurring after
the closure of the accounts
No significant change to the financial or commercial structure
of the group occurred after the end of the financial year.
• Borrowing rate risks: we have no medium to long term credit,
therefore no risks on rates.
• Liquidity risk: given the structure of our balance sheet and
debt pay-by dates, there is no liquidity risk. The cash flow
situation on December 31, 2015 is positive (page 44).
Furthermore, the group has unused bank overdraft facilities.
• Risk on investments: excess cash flow is invested in a SICAV
account and represents zero risk if the need arises.
• Foreign exchange risk: around 35% of our purchases –
primarily in China – are paid for in US dollars. Our policy is to
buy dollars the day we have to pay our invoices. Some
subsidiaries – for major suppliers – use forward cover or
purchase options so as to fix the rate at the time of purchase.
Mathematically, a variation of 10% in the value of the US dollar
would have an impact of €5 million on our margins.
In any event, the actual purchase price is incorporated into
our selling price and passed on as fully as possible to the
customer.
We therefore do not see exchange rate variations as a risk, but
as an element of our cost price.
• Variation in raw material price: it is our manufacturing
suppliers who handle the purchase of raw materials included
in our products. In case of major variations in the prices of
certain raw materials (copper, steel, etc.) we may face
increases in our purchase price that we try to pass on as well
as we can in our sales price. There are so many different cases
depending on suppliers and products, making precise
statistics impossible, with the result used as an element of
cost price and margin management.
This has been part of our day to day management from the
beginning and we feel that we manage these problems with
a minimum risk to our shareholders. Our results clearly
demonstrate this.
53
Note 22
Risk assessment (continued)
• Credit risk: this is primarily the risk of not recovering customer receivables. A control is carried out monthly using accounting
statements drawn up according to due dates.
Customer receivables (excluding bad debt) Total Total for due dates
at 31/12/2015 (in thousands of euros)
amount after 31/12/2015
Total with due dates exceeded
Over 30 days
and under 60
days late
Under 30
days late
Customer receivables on December 31, 2015
34,806
32,437
Payments cashed in January 2016
214
71
64
1,825
135
36
36
195
79
35
28
Customer receivables (excluding bad debt) Total Total for due dates
at 31/12/2014 (in thousands of euros)
amount after 31/12/2014
Total with due dates exceeded
Over 30 days
and under 60
days late
Under 30
days late
30,802
Over 90
days late
2,020
Payables not cashed by end January 2016
Customer receivables on December 31, 2014
Over 60 days
and under
90 days late
28,096
Payments cashed in January 2015
Over 60 days
and under
90 days late
Over 90
days late
2,236
261
113
96
1,990
129
60
10
246
132
53
86
Payables not cashed by end January 2015
Total customer losses represent less than 1% of turnover. We have no credit insurance.
6
NOTES ON THE P&L
Note 23
Note 24
Explanation concerning 2015 turnover
Turnover is made up primarily of sales of merchandise which are
accounted for upon delivery.
CICE has been assessed for the years 2015 and 2014.
For 2015, €320,000 (€300,000 in 2014) was deducted from
wage bill charges in compliance with the opinion of the ANC.
Distribution of turnover by geographical area:
France €195,001,000 – Export: €25,244,000 (of which
Thermador International €19,531,000).
Note 25
CICE (Tax Credit on Employment
Competitiveness and Jobs)
CICE served to finance investments and the general increase in
salaries.
Auditors fees
MAZARS
CABINET ROYET (2015) / S.S.E.C. (2014)
in %
in %
2015
2014
2015
2014
2015
2014
2015
2014
Issuer
32
31
57
57
24
23
43
43
Globally integrated subsidiaries
94
78
100
100
Issuer
None
None
None
None
12
None
100
None
Globally integrated subsidiaries
None
None
None
None
None
None
None
None
Total legal mission
126
109
78
83
36
23
22
17
Specific missions
None
None
None
None
None
None
None
None
126
109
78
83
36
23
22
17
Legal mission
Diligence directly linked to legal controls
Total Statutory Auditors fees
Note 26
Territorial economic contribution
The territorial economic contribution was recorded under the trading result because it is equivalent to the former professional tax
(taxe professionelle).
54
Note 27
IFRIC 21
IFRIC 21 requires us to enter tax costs paid to public authorities (other than taxes on profits) in the accounts in the year of payment.
C3S being paid one year after, the C3S tax entered on December 31, 2015 is €363,000 calculated on the basis of 2014 turnover, rather
than 2015 turnover, i.e. €142,000. The corresponding gain in corporation tax in relation to these additional costs was entered. Because
it is the first year IFRIC applies, the net counterpart of the C3S tax calculated on 2014 turnover, i.e. €242,000, was entered as a change
in net worth (page 44).
7
INFORMATION PER BUSINESS AREA (IN THOUSANDS OF EUROS)
Note 28
Units generating cash flow were defined according to activity sector criteria.
Given the organisation of the group and the way the different professions are divided out, units generating cash flow retained by the
group concern the following legal entities: Jetly, Sferaco, Thermador, Dipra, Isocel, PBtub, Sectoriel including Nuair France since
July 1, 2015, Thermador International, Axelair, Mecafer since July 1, 2015 and a separate group comprising Thely, Opaline, Tagest, Aello
in 2015 and Thermador Groupe.
At 31/12/2015
PBtub
Sferaco Thermador Pipes made
Jetly
Pumps
Valves
Sectoriel Mecafer
Thermador
Heavy
Inter- Motorised
valves
tooling
national
Dipra
Heating
accessories of synthetic
materia
DIY
(*)
Isocel
Axelair
Boiler
manufacturers
in DIY (**)
Ventilation
Other
resource Eliminations
structures
Total
Profit and loss account
Sales
Intercompany sales
Net sales
Profit before tax
Provisions
44,788
52,271
37,576
25,107
20,858
(326)
(9,794)
(1,375)
(384)
(473)
44,462
42,477
36,201
24,723
20,385
9,672
7,791
6,114
2,252
231
204
257
169
140
59
125
57
25,707
32,938
1,646
1,524
626
19,531
17,535
11,271
5,147
986
3,849
238,919
(2,736)
(34)
(76)
(2)
(3,474)
(18,674)
19,531
14,799
11,237
5,071
984
375
220,245
2,269
1,995
1,632
498
(428)
181
23
132
33
20
4
2,071
3,234
100
212
62
91
465
13
6
17
1,207
25,678
13,025
12,507
7,144
11,790
30,044
3,004
1,975
2,546
313
31
1,974
15,658
76
1,499
747
346
462
564
72
96
8
14,007 (14,080)
31,953
Balance sheet
Assets
Including tangible investments
72
95,496 (47,123) 212,185
(15)
23,753
42,282
(11)
46,763
14,460
20,924
12,170
7,664
10,616
20
5,044
4,884
1,085
324
Including trade note
6,320
8,192
6,385
3,301
2,229
2,374
3,974
3,654
1,022
98
123
(2,670)
35,002
Debt and provisions
7,594
10,633
9,166
3,459
5,477
2,990
3,409
4,666
1,066
347
4,543
(3,593)
49,757
Including suppliers
4,028
6,708
6,207
1,378
3,815
2,285
2,382
2,392
825
152
646
(2,688)
28,130
2
105
11
101
342
85
Including stock
Of which supplier fixed assets
Investments
35
29
15
270
37
4
2
77,191
618
736
3,691
4,611
(*) With the acquisition of Nuair France on July 1, 2015. (**) With the acquisition of Mecafer on July 1, 2015.
At 31/12/2014
PBtub
Sferaco Thermador Pipes made
Jetly
Heating
accessories of synthetic
materia
Dipra
Pumps
Valves
44,614
50,199
36,674
28,937
20,505
(270)
(8,386)
(1,277)
(316)
(652)
44,344
41,813
35,397
28,621
19,853
9,402
7,889
6,315
3,336
198
192
141
139
87
47
99
23,726
31,617
1,646
1,524
731
DIY
Thermador Sectoriel
InterMotorised
valves
national
Isocel
Boiler
manufacturers
Axelair
Ventilation
Other
resource
structures
Éliminations
Total
Sales
Intercompany sales
Net sales
Profit before tax
Provisions
16,694
14,787
5,490
(2,279)
(72)
540
4,298
222,738
16,694
12,508
5,418
540
269
1,783
1,809
528
(516)
186
23
116
20
5
1,759
2,779
24
49
79
26
65
21
74
571
24,656
13,467
11,179
5,620
6,929
3,244
2,227
2,546
313
31
15
76
1,425
854
425
610
423
112
11
(3,898)
(17,150)
400
205,588
14,587 (14,111)
31,291
Balance sheet
Assets
Including tangible investments
81
85,140 (19,952) 187,853
(15)
6,136
40,782
(11)
45,443
12,477
21,169
12,776
7,859
9,905
55
4,037
1,241
305
Including trade note
6,433
7,505
6,691
3,481
2,569
2,285
3,088
801
99
150
(2,154)
30,948
Debt and provisions
6,041
10,872
8,006
4,071
4,355
2,448
2,258
1,273
317
5,180
(3,430)
41,391
Including suppliers
2,358
7,192
5,007
1,837
2,759
1,979
1,423
1,027
130
506
(2,219)
21,999
926
978
35
34
28
101
19
4
7,205
9,037
Including stock
Of which supplier fixed assets
Investments
9
40
3
151
1,082
378
69,824
CONSOLIDATED FIGURES | EMPLOYEES
55
EMPLOYEES
Sales administration at Isocel.
Purchasing and Marketing department at Sferaco.
Note 29
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 work groups. 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.
For all that, there is no “group Human Resources Director”.
Within each company of the group, each subsidiary director and
each manager bears full responsibility for the employees under
their command.
It all starts with the 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.
Itinerant sales staff at Jetly.
314 people
We cultivate virtues of exemplarity, transparency, respect and
a fair share of profits from our work.
Our management teams are clearly responsible for the quality
of the labour relations in our companies, and we promote
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.
This we think helps us to gather behind us staff who are
implicated, confident, efficient and generally loyal. When a
departure seems inevitable, we attempt to be as fair and
dignified as possible, and to maintain good relationships with
those who leave us.
Inauguration of the Sferaco building in the presence of Mayor of
Saint-Quentin-Fallavier.
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.
56
99% of employees
head count
on permanent contracts
By 31/12/2015, , the group had 310 employees on permanent
contracts and 4 employees on fixed term contracts.
An average of
11 years’ service
Distribution per subsidiary: cf. table page 63.
• DISTRIBUTION BY FUNCTION
General management,
sales, administrative
and purchasing
W.
M.
2015
16
22
38
General management, sales,
administrative and purchasing
2015* 2014 2013
35
32
Itinerant sales staff
1
69
70
68
66
65
Sedentary technical
sales representative
34
33
67
60
59
59
Purchasing-Marketing
11
11
22
21
15
16
Administrative personnel
29
2
31
29
28
27
Warehouses staff
0
86
86
79
78
73
Total
91
223
314
292
278
271
Itinerant
sales staff
Warehouses
staff
31
38
86
70
Administrative
personnel
31
67
22
Purchasing-Marketing
Sedentary technical sales
representative
W. = Women and M. = Men
(*) Constant scope.
Management
• DISTRIBUTION BY STATUS
W.
M.
2015
Managers
27
101
128
122
113
114
Supervisory staff
6
15
21
19
18
17
Employees
58
107
165
151
147
140
Total
91
223
314
292
278
271
128
2015* 2014 2013
165
Employees
21
W. = Women and M. = Men
(*) Constant scope.
Supervisory
staff
From 20 to 29
• DISTRIBUTION BY AGE
Over 50
2015
27
2015* 2014 2013
83
From 20 to 29 years
27
26
26
26
From 30 to 39 years
92
87
86
91
From 40 to 49 years
112
101
99
96
Over 50 years
83
78
67
58
Total
314
292
278
271
(*) Constant scope.
Average age of the Group
92
112
From 40 to 49
43 years
From
30 to 39
57
arrivals and Departures
Temps
2015
2014
2013
Number of recruitments on permanent
work contracts
22
21
20
Number of recrutment on fixed term
contracts
7
-
-
Including recruits over 50
1
2
4
Number of departures
15
14
6
Of which retirement
1
3
1
Of which resignations
6
8
4
Of which redundancies
6
3
1
Of which end of fixed term contracts
2
-
-
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 activity peaks.
2015
2014
2013
Number of temp hours*
30,203
28,852
27,038
Cost (in thousand of euros)
689
675
616
*In 2015, the number of temp. hours represented 5.3% of the total number
of hours worked.
DISABLED Workers
We regularly employ E.S.A.T.* personnel for simple assembly or
packaging work.
Number of disabled workers
Amount paid to E.S.A.T.*
2015
2014
2013
4
3
2
468
477
605
* Translator’s note: work rehabilitation scheme for the disabled.
In 2015, Jetly signed an agreement with an association,
Gestionnaire d’établissements de Travail Protégé the RhôneAlpes region, which works to rehabilitate people facing physical
disability. Through the association, Jetly has employed a
disabled worker for packaging of small spare parts. This
partnership mission not only allowed the company to find
stability, efficiency and economy, but the worker to achieve
reintegration through employment in an environment propitious
to his personal fulfilment.
Warehouseman at Jetly.
Days of absence
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.
2015
2014
2013
2,720
2,101
1,938
% of working time
3%
3%
2.8%
Of which sick leave
80%
82%
64%
Of which maternity or paternity leave
18%
16%
34%
Of which work related accident
or illness
2%
2%
2%
3.5%
3.0%
1.9%
8
9
9
Accident frequency rate (2)
13.82
17.22
17.82
Seriousness of accidents
0.08
0.07
0.10
Number of days’ absence
Absenteeism rate
(1)
Number of work-related accidents
and work-related illnesses
(1)
(3)
number of days absence in working day’s/251 overall headcount;
we include in the calculation absences for illness, including work-related
accidents and illnesses and commuting accidents.
(2)
number of accidents with lost time 1,000,000/number of hours worked.
(3)
number of days lost for work-related accidents or illnesses 1,000/number
of hours worked.
PHILANTHROPIC SPONSORSHIP
Our subsidiary Jetly sponsored an operation in 2013 for
Entreprise Adaptée (E.A.)* and Etablissement et Service d'Aide
par le Travail (E.S.A.T.)* managed by Avath-Ermitage.
This operation will reduce journey times for children facing
hardship by more than one hour a day between their homes and
the institution, and in practical terms means the creation of two
new jobs, the drivers of the two vehicles financed by Jetly being
employees of the Entreprise Adaptée of Avath-Ermitage.
For thirty years, disabled workers from Entreprise Adaptée
(E.A.)* and Etablissement et Service d'Aide par le Travail
(E.S.A.T.)* managed by Avath-Ermitage have assembled boxes
designed by R2E, a historic supplier and partner based in
Trans-en-Provence.
58
Training inter-subsidiaries pays DSN.
B.O. training at Dipra.
Training
AND MANAGEMENT OF SKILLS
The increasing complexity of our world, and the increasing
discrepancy between each individual’s initial background and
the requirements of day-to-day business and the speed of
change of knowledge means that we have to update and
constantly increase knowledge in every area.
Our training budget accounted for of the wage bill 2.53%
in 2015.
2015
Training seminars for the sales teams, higher training in team
management for warehouse managers and Sales Admin.
Departments, personal development training, language training,
safety training, etc.
Internal training
Internally we have a substantial knowledge base, in particular in
our core professions. We attempt to pass that on to new recruits.
We have created training manuals for each subsidiary.
We organise inter-subsidiary training sessions which also
provide an opportunity to trade experiences: a group of
commercial directors, one of the administrative directors and
one of the warehouse managers, etc. meet each quarter.
We have also set up training modules for our customers.
Individual interviews
85% of employees were able to discuss with their direct report
during the annual individual interview round, which generally
takes place in January or February.
73% of people
trained in 2015
2013
Training budget as a percentage
of wage bill
2.53% 2.03% 2.3%
Hours’ training
4,870
3,972
4,770
229
237
203
Number of people trained
External training
2014
This training budget does not include the cost of time spent
(salaries + charges) on internal training.
Health and safety
Our directors and managers are always listening to their teams
to improve working conditions. By way of an example, Thely
fitted 1,350m² of acoustic ceiling during the extension to the
Sferaco offices. Here we are looking to combine the advantage
of open plan offices promoting good communication between
people and controlled volume, allowing everybody to
concentrate on their work.
All warehouse managers are permanently accredited to take
immediate decisions to guarantee the safety of teams working
in the warehouse. In our professions, it is unquestionably in the
warehouse that we face the greatest risks. This means
scrupulously respecting instructions and floor surface quality to
limit noise, vibrations and dust, monitoring cleanliness,
maintaining forklift trucks and measuring lighting levels inside
the warehouses.
Our objective is clearly to report zero work-related
accidents.
The group contributes financially to employees’ meals, at a
nearby inter-company restaurant, with a subsidiary of €3.40 per
meal. This means that everybody can enjoy a balanced meal
at a very small cost. For those who prefer to bring their own
lunch, kitchens are available in each building.
59
Jetly office.
The layout and organisation of office space is designed for good circulation of information: open plan offices, etc.
information
As Guy Vincent wrote in an editorial of our "in-house gazette",
"You have the right and the duty to know and understand the
policy, objectives and strategy of the subsidiary you work for,
and more generally, that of the whole of Thermador Groupe."
Within each subsidiary a monthly information and dialogue
meeting is held for all members of staff. The management team
presents and comments on the business: turnover, margin, cost,
results, and answers any questions.
If turnover falls, the sales team are called in. If there are stockout situations, the purchasing department is answerable. If costs
increase, we will analyse them and try to identify why. If profits
fall, everyone will be worried about their end of year bonuses...
All of this takes place in a climate of healthy dialogue and
transparency.
• Induction booklet
The integration of new recruits is facilitated by an induction
booklet describing the major milestones in the history and
organisation of the group, and all practical details as to
working times, inter-company canteen, transport, etc.
• The gazette
Four or five times a year, the gazette informs employees (and
their families) of family events: weddings, births, deaths, and
addressing general topics such as works doctor, policy
concerning shareholders, changes to the company Savings
Plan (PEE).
• Information documents designed for
shareholders
Annual report, letters to shareholders - are given to all
members of staff.
• Labour relations
Eight of our subsidiaries employ over ten people, and just one
of them employs over fifty. Within these subsidiaries, six
employees hold staff representative functions.
In all our companies, monthly meetings allow direct exchanges
between all employees and management.
In our biggest subsidiaries, departmental meetings are also
organised so as to allow people to get things off their chests.
Experience shows us indeed that it is difficult for some people
to express themselves in bigger groups. The role of managers
and supervisors is crucial in this respect, raising issues and
making remarks so that answers can be found collectively.
Our flat organisation charts promote the effective circulation
of information.
60
Sales administration at Jetly.
Meeting of head warehousemen.
RESPECT, FAIRNESS, ETHICS
Respect for the private lives of our employees
Equal treatment
They are invited to respect working times and not go beyond
them. We advise our salespeople not to give their mobile phone
numbers to customers.
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.
Our subsidiaries live at the same pace as our customers and our
transport companies.
Working time is fixed at 37 hours per week in Saint-Quentin
Fallavier and 39 hours a week in Valence, i.e. within the framework
of the 35-hour week law, 2 or 4 hours a week are considered as
overtime.
The number of overtime hours worked in 2015 in the group was
31,501 corresponding primarily to the 2 or 4 extra hours
mentioned above.
All part-time positions in the company are chosen by employees
who opt for that format..
Since the outset, power has been harmoniously distributed
between men and women: women occupy 40% of group Board
members positions and 42% of subsidiary managers with the
subsidiaries..
IT Charter
Our employees must sign an IT charter which specifies the rights
and duties of each individual in the use of the company's IT
tools..
Stock exchange charter
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. All employees must therefore sign a stock exchange
charter specifying their duty of confidentiality and outlining the
processes for buying and selling Thermador Groupe shares.
Warehouseman at Sectoriel.
Thermador office.
Development of one part of the Thermador Groupe’s collective employee shareholding plan.
61
Salaries and profit sharing
Even though the pattern is fairly similar for people within the group (37 hours, fixed 13 months + bonus), individual earnings
and bonuses are put together at subsidiary level, as are salaries.
Fixed element
Monthly salaries over 13 months (the 13th month salary is paid
in two parts, 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 Mecafer and Nuair France,
the fixed component of salaries 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 introduced our 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.
Profit sharing is the result of a 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 profit sharing amount therefore depends
on profit, which means there are major differences between the
companies of the group.
It varies from 6% to 27% of overall earnings. The average for
the group is 19% of gross annual salary.
Jetly, the only subsidiary employing over 50 employees
distributes bonuses and profit sharing amounts in February next
year. The profit sharing agreement was approved by all
members of staff in 2011.
For the other subsidiaries, bonuses appear on the December
pay slip. They are not subject to any blocking mechanism, and
are therefore immediately available.
In 2015, the average gross
salary was
€53,000
Thermador Groupe’s savings scheme
In January 2001 we set up a company savings plan open to
all the employees of the subsidiaries, and invested 95% in
Thermador Groupe shares.
Until 2012, the top-up rate was 100% of the amount
banked by the employee, with a maximum of €1,000.
In 2013 and 2014, the top-up rate was 150%, with a
maximum of €1,500.
In 2015, the top-up rate was 150%, with a minimum €300
and of maximum of €1,500.
An employee paying €1,000 into his account every year
since 2001 would have amassed net capital of €103,000 by
December 31, 2015.
In 2015, the total amount invested by employees was
€439,000 and the amount of the top-up €357,000.
257 employees (out of 275) subscribed.
At the end of 2015, the company savings scheme owned
96,076 Thermador Groupe shares.
In september 2013, we organised an election by electronic
voting, which elicited the participation of 86% of employees
of the subsidiaries and Thermador Groupe. After the vote,
one man and one woman were designated by their peers to
represent employees on the Thermador Groupe mutual fund
(FCPE) supervisory board.
On our trading accounts, the wage bill represents around 10.5%
of turnover (cf. table, page 40).
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.
The range of gross salaries in Thermador Groupe is between
€24,000 and €270,000 per year (12 months’ presence).
For equivalent positions, men and women with the same training
and similar experience earn the same amount.
Each of our subsidiaries has its own
style and culture, resulting from its
history and the personality of the men
and women working there.
Each director is responsible for the
proper governance of the subsidiary,
and in particular the development
of its human resources management.
Most of the group's dynamic comes
from the subsidiaries.
The managers of the subsidiaries
are not "profit centre managers";
they are proper bosses.
Subsidiaries
SUBSIDIARIES | SUBSIDIARIES
63
SUBSIDIARIES
GENERAL OVERVIEW
Subsidiaries
thermador
Capital
Founded or
in
bought in thousands
of euros
Turnover in Contribution
Stock toContribution
net pre-tax
thousands of to Turnover Headcount
in
profit in
euros before in thousands at 31/12/2015 thousands thousands
Intragroup
of euros
of euros
of euros
1968
3,200
37,576
36,201
38
12,170
5,396
1989
960
25,107
24,723
29
7,664
2,326
2013
2,300
986
984
5
324
(424)
1992
160
5,147
5,071
6
1,085
513
1978
3,200
52,271
42,477
50
20,924
7,131
1989
780
17,535
14,799
35
5,044
2,060
1977
3,200
44,788
44,462
56
14,460
8,610
2015
2,000
-
-
-
-
(1)
1986
960
20,858
20,385
38
10,616
281
2015
540
11,271
11,237
20
4,884
741
2006
1,000
19,531
19,531
26
20
2,293
1973
3,100
4,151
324
-
-
1,196
2002
80
1,174
51
5
-
59
SECTORIEL : with the acquisition of Nuair France since 1 July 2015. MECAFER : acquisition of Mecafer since 1 July 2015.
64
SUBSIDIARIES | THERMADOR
From left to right: Bernard Bermond, Aurélie Sivera, Pierre-Jean Hervé, François Nanson, Blandine Büsch and Yves Ruget.
thermador
Accessories and connectors for central heating and domestic water.
Plumbing fitments.
Thermador has managed to increase its turnover in spite of its wholesaler customers’ complaints of a dip in business in plumbing
and sanitation equipment products. Nevertheless, under pressure from the competition, our profit fell 3%.
In 2016, Thermador will continue its long-term work on technical products manufactured by our longstanding partners Caleffi,
DAB and Cordivari.
At the same time, a dedicated team will continue to develop the Thewa taps range. For this major market, where competition is
certainly not in short supply, we are sure to face strong resistance to change from our customers who are currently concentrating
on holding on to what they’ve got with the major players in the sector. Early referencing signs are however encouraging and
suggest that over time we will be able to gain substantial market share. This will undoubtedly take longer than we were expecting
at the end of 2013.
Turnover in 2015
Profit before tax in 2015
(in millions of euros)
€36.2m
€5.4m
SUBSIDIARIES | PBTUB
65
From left to right: Philippe de Waure, Murielle Gentaz, Eric Mantione and Roxane Metge.
Pipework for the distribution of building fluids.
PBtub was right in the firing line of the resurgence of very aggressive competitors’ PER tubing prices, the sluggish market for
new builds in France, and the general dip in sales of plumbing materials amongst wholesalers. Price repositioning is in progress
to take back lost market share.
The management team remains strong and united in this storm and continues to adapt its product range to customer
expectations.
Turnover in 2015
€24.7m
€2.3m
66
SUBSIDIARIES | AXELAIR
From left to right: Adeline Porcher, Lionel Grès and Frédéric Watine.
Specialised distribution of ventilation equipment and accessories.
We are satisfied with the sales results of our young company, Axelair which progressed in 2015 in particular thanks to new tertiary
ventilation ranges and a favourable summer climate for its ventilator and professional mobile air conditioning ranges.
The management team decided to recruit an additional sector manager.
The 2016 range has been supplemented with equipment designed to heat larger volumes.
Turnover in 2015
€984,000
€(424,000)
SUBSIDIARIES | ISOCEL
67
From left to right: Cyrille Javault and Fabienne Bochet.
Supply of components to OEMs*.
2015 was to some extent a repeat of 2014. The major boiler-manufacturer customers tightened their purchasing policies whilst
new integrator customers progressed. This long, drawn-out shift is not compromising their good profitability, on account of their
very well-managed cost structure
* Original Equipment Manufacturer.
Turnover in 2015
€5.1m
€513,000
68
SUBSIDIARIES | SFERACO
From left to right: Jean-Philippe Paul, Hervé Le Guillerm, Charlotte Deguerry-Fraisse, Christophe Arquillière and Nicolas Billiard.
Valves and connectors for building and industry.
The drop in volumes of valves for building was compensated for by the success of the industrial ranges. In spite of its significant
exposure to the dollar, Sferaco maintained a practically identical profit level by passing on necessary price rises and taking a
careful look at product mix.
Storage capacity is today 30,000 pallets and the fill rate is 60%. This leaves us substantial room for manoeuvre to continue our
growth in France and accompany Thermador International.
The announced retirement of Hervé Le Guillerm at the end of March 2016 has been prepared for more than a year now.
Christophe Arquillière, who joined Sferaco as Sales Director in 2007, will take over and ensure perfect continuity.
Turnover in 2015
€42.5m
€7.1m
SUBSIDIARIES | SECTORIEL
69
From left to right: Xavier Isaac, Laurence Vigneau, Loïc Brossat and Anaïs Der Hagopian-Virieux.
Motorised valves and specialty products for industry.
The acquisition of Nuair France on July 1, 2015 was a turning point for Sectoriel in the market for air compressors sold to
professionals and to industry.
Commercial synergy and the integration of a highly motivated, expert team and the complementarity of ranges give us very good
prospects for growth in this area.
Fini Nuair, our new industrial partner, is a 1500-employee family company which reports €250 million turnover and has four
production sites. The compressors for professionals and for industry come from Italy.
Simultaneously, and without any interruption to operations, we started the building extension works to increase the surface area
by 2,900m². All members of staff were mobilised to absorb the increased workload triggered by the complete reorganisation of
work flows. At the end of 2016, Sectoriel will have a motorised valve workshop and a logistics tool to match its, and Thermador
International’s, ambitions.
Turnover in 2015
€14.8m
€2,060,000
70
SUBSIDIARIES | JETLY
From left to right: Christiane Perrot, Jean-François Bonnefond, Patrice Comi and Frank Bourgois.
Pumps, tanks, accessories. Lifting stations.
The wastewater lifting market for private houses has contracted further. This loss was compensated for by a good watering
season.
Background work continues on the product range to secure growth vectors. Technical innovations from our Italian partner, DAB,
have brought differentiation opportunities with economical, silent pumps.
Finally, we intend to broaden the range of accessories in the swimming pool market, targeting our wholesaler customers.
Turnover in 2015
€44.5m
€8.6m
SUBSIDIARIES | AELLO
71
From left to right: Guillaume Robin and Jérôme Chabaudie.
Equipment and accessories for swimming pool construction and maintenance.
For some time already, the idea of developing our presence on the market for the sale of equipment and accessories to swimming
pool professionals has been on the minds of certain directors of the group. During 2015, we had a fortuitous contact with Jérôme
Chabaudie, a very fine connoisseur of this sector who was looking for a new professional challenge.
We quickly agreed to file the trade name and logo for Aello and to create the company with €2m capital.
Jérôme Chabaudie will be named Chairman and CEO of this new subsidiary on January 1, 2016 and will be responsible for
securing industrial partnerships, building the product range and bringing in the first customers. At 50 years of age, he has been
spent most of his career in the swimming pool world, joining a company from the sector in 1993.
He followed a complete training course at ICG between 1998 and 2001 before being appointed Sales and Marketing Director,
a post which he occupied until 2015.
Our objective is to achieve
€5m turnover by 2020
and to return a profit at the same time.
72
SUBSIDIARIES | DIPRA
From left to right: Emmanuelle Desecures, Bertrand Kinche, Laure Blanc and Hugues Berthet.
Domestic pumps, plumbing fitments and faucets for DIY superstores.
Another up-and-down year for Dipra, passing on price rises caused by the drop in the euro and certain low-margin markets
being abandoned in the plumbing field.
Fortunately, the quality of stock meant that the company could capitalise on strong demand for watering pumps during the
summer period. Our efforts to reduce costs were not sufficient to compensate for lost margins. However, we will pursue our
objective to quickly return to better profit levels.
In 2016, we will be testing the idea of sharing the itinerant sales team with Mecafer so as to reduce costs whilst maintaining
excellent field contact with our customers.
Turnover in 2015
€20.4m
€281,000
SUBSIDIARIES | MECAFER
73
From left to right: Guillaume Robin, Isabelle Giraud, Philippe Bories and Stéphane Thermos.
Compressors, tools for compressed air, welding stations, generators
and chargers for DIY stores.
Mecafer joined us on July 1, 2015. The company brings us an opening in the tooling section of DIY stores and a solid, global
partnership with Fini Nuair, an Italian air compressor manufacturer, with a different approach to major customers in the DIY world
and, more importantly, a highly-motivated, competent and efficient team.
As well as the Mecafer brand which is well known to advanced DIYers, our new subsidiary will sell air compressors and welding
stations under the Stanley brand in France. This follows a licencing agreement between Stanley and two of our industrial partners.
Philippe Bories, 55, is the operations manager and powerhouse behind the development of Mecafer over the past 18 years.
After graduating from EM Lyon, he worked at Unilever and Black and Decker. He was immediately invited onto the executive
committee and will be appointed Chairman & CEO of Mecafer on January 1, 2016.
Turnover from 01/07/15 to 31/12/15
Profit before tax from 01/07/15 to 31/12/15
€11.2m
€741,000
74
SUBSIDIARIES | THERMADOR INTERNATIONAL
From left to right: Rumen Barbutov, Lionel Monroe, Delphine Bourdin, Pascal Coudrais, Cédric Auvray and Lucas Machalica.
Distribution of the group’s products on foreign markets.
Once again, Thermador International maintained steady growth this year. Turnover now represents 9% of consolidated turnover
and 7% of profit.
Of the 26 employees of this multicultural subsidiary, 16 are in the field every other week. Our discovery of the German and English
markets, which started in 2015, has produced few results for the moment in terms of figures, but it does confirm that there are
real opportunities in those leading, but highly competitive, markets.
Cross-referencing of information has convinced us that the time had come to look at the African market. As a result, we have
decided to undertake a valve market survey in the countries of the north and west of Africa.
Our positions in the different countries visited and the extent of the product and service ranges we can bring to our wholesaler
customers offer great promise of growth.
Turnover in 2015
€19.5m
€2.293m
SUBSIDIARIES | OPALINE
75
Arlette Berliocchi.
Communications agency.
In 2015, our communications agency worked 96% for Thermador Groupe companies. This commercial dependency makes
Opaline reliant on the time and budgets allocated by the subsidiaries, who adjust their investments according to their growth.
With paper and digital catalogues, promotional materials and websites, films, photos, advertising and events and financial
communications, the agency’s scope is very broad and they have obviously in-depth knowledge of their internal customers. This
proximity produces maximum efficiency and extremely short turnaround times.
Their order book for January 2016 is already very full, which suggests that 2016 will be a good year.
Turnover in 2015
€1,174,000
€59,000
Accounts and legal
information
concerning the
parent company
INDIVIDUAL FINANCIAL STATEMENTS | CONTENTS
78
Business report
79
80
Balance sheet
80 - 81
Tables:
80
- of subsidiaries
81
- of past five financial years
81
- of changes in financial position
82 Notes to the years financial statements
84 General legal information
77
78
INDIVIDUAL FINANCIAL STATEMENTS | BUSINESS REPORT
BUSINESS REPORT
THERMADOR GROUPE
Thermador Groupe company, managed by Guillaume Robin, defines and implements
the group's development strategy and, in collaboration with the managers of the
different subsidiaries, ensures coordination of business activities.
Furthermore, Thermador Groupe provides centralised management of the group’s
cash , the sharing of IT support and ensures harmonised rules are applied throughout
subsidiaries on accounting, legal and fiscal issues.
In 2015 Thermador Groupe's resources totalled
€20,861,000 broken down as follows:
1 • Profits paid into Thermador Groupe by the
subsidiaries €14,133,000.
For a number of years now, we have practised the policy of
allocating equity capital to the subsidiaries to a degree that
is compatible with their funding requirements.
Thus, a portion of each subsidiary's results is put into
reserve.
Also, we would remind you that the dividends paid to
Thermador Groupe in 2015 were those taken from the
subsidiaries' 2014 results.
2 • Financial earnings from loans to the subsidiaries
for reasons of cash balance €102,000.
3 • Investment earnings from the group's superfluous
cash €45,000.
4 • Lease management rents €4,716,000.
Reminder: Thermador Groupe, the parent company, was
created in 1986 in preparation for it being floated on the
stock exchange in 1987. The legal restructuring of the group
at the time transferred the business of the existing
subsidiaries (Jetly, Sferaco and Thermador) to Thermador
Groupe which, through a lease management contract, leases
these businesses to the same three subsidiaries. However,
all the other subsidiaries own their businesses and do not
make such payments to Thermador Groupe.
The rents paid in 2015 by Jetly, Sferaco and Thermador,
were as follows:
• €2,607,000 for the intangible component of the funds,
which is a percentage of turnover (1.7% for Sferaco, 2.3%
for Thermador and 2.5% for Jetly).
• €3,000 for equipment rented, equal to 10% of the net value
of the equipment concerned.
• €2,106,000 of rent for the offices and warehouses, with
8,600m2 rented for Thermador, 11,236m2 for Sferaco and
11,165m2 for Jetly.
5 • Detachment of personnel or service-providers
€161,000.
Each subsidiary is invoiced at cost, calculated according to
the estimated amount of time spent.
6 • Roll-out of shared IT system €417,000.
In 2001, we introduced an ERP tool within the group for
commercial management and accounting and finance.
Thermador Groupe bought the necessary hardware and
software and wrote the purchases down. Each subsidiary is
invoiced at cost for use of the system, based on the number
of users.
7 • Centralised management of insurance contracts
€714,000.
Each subsidiary is invoiced at cost, calculated according to
each company's capital and risk.
8 • One-off payment for assistance and consulting to
subsidiaries €548,000.
The payment is from €3,000-€123,000 depending on the
size of the subsidiary, to cover the cost of assistance and
consulting on legal, accounting, fiscal and IT issues.
In 2015 the main items of expenditure for Thermador
Groupe were as follows:
1 • Rent of €2,129,000 of which €23,000 for Thermador
Groupe's own offices and €2,106,000 invoiced on to Jetly,
Sferaco and Thermador as part of the lease management
arrangement.
2 • Wages and salary cost €1,058,000.
3 • Depreciation expenses €189,000 (mainly for IT
hardware and software).
4 • Other costs totalling €2,044,000.
5 • A corporation tax levy of €1,438,000 calculated on the
specific result of Thermador Groupe and on a quotient of
the SCI Thely result.
In 2015 Thermador Groupe, the listed parent
company, reported net profit of €14,003,000.
We propose a dividend of €3.20 per share, i.e.
€14,209,000, €93,000 being transferred to legal
reserves and €299,000 taken from optional reserves.
79
INDIVIDUAL FINANCIAL STATEMENTS | PROFIT AND LOSS ACCOUNT
PROFIT AND LOSS ACCOUNT
THERMADOR GROUPE 2015
2015
2014
2013
Operating profits
Business lease payments
2,106
1,914
1,948
Other business lease payments
2,610
2,587
2,683
Payment for services
1,026
1,034
923
836
919
952
Cost transfer
Release of provisions
Other revenues
Total operating profits
4
3
6,581
6,454
6,510
Business lease payments recharged
2,106
1,914
1,948
Other purchases and external charges excluding business lease payments
1,850
1,646
1,923
Taxes other than corporation tax
126
131
105
Wages and salaries
760
770
565
Social security charges
298
295
234
189
191
180
3
67
10
43
38
48
Total operating expenses
5,375
5,052
5,013
Operating profit
1,206
1,402
1,497
14,133
14,121
14,221
102
130
141
45
121
93
14,280
14,372
14,455
Net interest payable
44
59
45
Total financial expenses
44
59
45
Net interest (payable)
14,236
14,313
14,410
Profit on ordinary activities before tax
15,442
15,715
15,907
1
7
(1)
(7)
1,438
1,520
1,703
14,003
14,188
14,204
Operating expenses
Increase of provisions
Other operating expenses
Financial profits
Dividends from investments
Intercompany receivables
Gain on sales of investment securities
Write-back for depreciation and provisions
Total financial profits
Financial expenses
Total extraordinary expenses
Total extraordinary income
Current tax charge
Net profit
80
INDIVIDUAL FINANCIAL STATEMENTS | BALANCE SHEET
THERMADOR GROUPE BALANCE SHEET
31/12/2015
Gross
Assets
Fixed assets
Intangible assets
Business goodwill
Tangible assets
Financial assets
Investments
Intercompany receivables
Other financial assets
Total fixed assets
Current assets
Debt and regularisation accounts
Cash and cash equivalents
Total current assets
Total assets
31/12/2015
Depreciations,
provisions
5,717
2,306
816
54,250
20,614
1
83,704
755
4,271
5,026
88,730
31/12/2014
Net
5,717
275
323
5,717
158
366
5,717
160
256
2,524
54,250
20,614
1
81,180
25,250
19,535
1
51,027
25,250
16,430
1
47,814
2,524
755
4,271
5,026
86,206
540
25,051
25,591
76,618
937
22,613
23,550
71,364
31/12/2015
Net
Shareholders' equity
Share capital
Issue premium
Legal reserve
Other reserves
Net profit of the period
Total shareholders' equity
Provisions for liabilities and charges
Liabilities
Bank borrowings
Trade notes and accounts payable
Debt on fixed assets and related accounts
Other liabilities
Total liabilities
Total equity and liabilities
SFERACO
S.A.
THERMADOR
S.A.
Share capital at 31/12/2015
3,200
3,200
List of subsidiaries
Premium, reserves and retained earnings 12,824 7,165
Percentage of share capital held
99.99 99.99
at 31/12/2015
31/12/2013
Net
2,031
493
Liabilities
Book value of holdings:
31/12/2015
Net
31/12/2014
Net
34,590
4,094
3,412
19,240
14,188
75,524
223
35,522
12,170
3,459
19,761
14,003
84,915
226
5
340
586
16
118
1,065
86,206
JETLY
S.A.
DIPRA
S.A.
PBTUB
S.A.
ISOCEL SECTORIEL
S.A.
S.A.
THELY
S.C.I.
3,200
7,480
960
5,775
960
7,010
160
1,425
780 3,100
6,176 17,906
99.87
97.99
99.98
99.90
99.96
99.95
TAGEST
S.A.R.L.
8
50
99.80
31/12/2013
Net
3,412
18,471
14,204
70,208
156
158
619
5
247
518
94
871
76,618
230
1,000
71,364
THERMADOR
OPALINE
INTERS.A.S.
NATIONAL S.A.
1,000
1,624
34,121
80
152
AXELAIR MECAFER
S.A.
S.A.
AELLO
S.A.
2,300
(586)
2,000
None
540
7,830
99.99 100.00 99.996 100.00 99.99
gross
3,048.7 3,048.7 3,044.9 2,445.1 896.1
152.3 3,254.6 8,667.9 11.6
999.9
80
2,299.9 24,300 1,999.9
net
3,048.7 3,048.7 3,044.9 2,445.1 896.1
152.3 3,254.6 8,667.9 11.6
999.9
80
2,299.9 24,300 1,999.9
Outstanding loans and advances
granted by the company
Guarantees and endorsements granted
by the company
Turnover ex-VAT of the last year end
52,391 37,718 44,823 20,938 25,201 5,147 15,610 4,151
Profit of the last year end
4,620
3,482
5,549
231
1,544
336
1,304
1,196
4
1,528
2014 profit received by the parent
company in 2015
Year end
3,000
3,539
4,993
None
1,320
360
330
None
None
31/12
31/12
31/12
31/12
31/12
31/12
31/12
31/12
31/12
None
None
None
None
None
None
None 20,614 None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None 19,532 1,174
988
23,082 None
43
(424)
1,065
None
531
60
None
None
None
31/12
31/12
31/12
31/12
31/12
None
None
81
INDIVIDUAL FINANCIAL STATEMENTS | CORPORATE ACCOUNTS
THERMADOR GROUPE
CORPORATE ACCOUNTS
Table of past five financial years
31/12/2015
12 month
31/12/2014
12 month
31/12/2013
12 month
31/12/2012
12 month
31/12/2011
12 month
35,522
34,590
34,121
34,121
34,121
Share capital at year-end
Share capital (in thousands of euros)
Number of ordinary shares
4,440,310 4,323,733 4,265,100 4,265,100 2,132,550
Income at year end (in thousands of euros)
Profits excluding tax (operating and financing)
20,022
19,907
20,013
22,191
21,643
Profit before tax, depreciation and amortisation
15,633
15,966
16,097
18,524
17,788
1,438
1,520
1,703
1,444
1,297
Profit after tax, depreciation and amortisation
14,003
14,188
14,204
16,885
16,625
Dividends
13,910
13,620
13,435
13,435
13,009
Profit after tax and before depreciation and provisions
3.20
3.34
3.37
4.00
7.73
Profit after tax, depreciation and provisions
3.15
3.28
3.33
3.96
7.80
3.20*
3.15
3.15
3.15
6.10
5
6
5
5
6
Wages and salaries of the year (in thousands of euros)
760
770
565
555
691
Social benefit charges paid during the year (in thousands of euros)
298
295
234
219
281
Current tax charge
Net earnings per share (in euros)
Net dividends payable per share
Employees
Average number of employees during the year
* Dividend proposed at the AGM of 04/04/16.
Statement of changes in financial position
31/12/2015
31/12/2014
31/12/2013
Resources
Annual profit
Increase and release of provisions
14,003
14,188
14,204
189
191
180
3
67
10
14,195
14,446
14,394
Net book value of fixed assets sold
7
Sales of investments and reimbursement of intercompany receivables
3,055
Increase in capital
6,489
Total sources of long-term funds
3,400
23,739
14,453
17,794
Dividends
11,101
8,873
13,435
Long-term investments
33,134
3,105
4,596
263
305
126
Total uses of funds
44,498
12,283
18,157
Net change in working capital
20,759
(2,170)
363
Change in long-term capital
9,394
5,383
779
Change in shareholders' equity
9,391
5,316
769
3
67
10
30,153
3,213
1,142
Uses
Other non-current assets
Change in provisions for retirement indemnities
Change in net fixed assets
82
INDIVIDUAL FINANCIAL STATEMENTS | NOTES TO THE YEARS FINANCIAL STATEMENTS
NOTES TO THE YEARS FINANCIAL STATEMENTS
(In thousands of euros)
Main events of the financial year
July 2015, we acquired 100% of the capital of Mecafer for a cost of €24.3m.
Of this amount, €17,811,000 was paid in cash and €6,489,000 via an
increase in capital in August 2015, which is described in note 11.
We contributed 100% to the €2.7m increase in capital of our subsidiary
Sectoriel for the acquisition of Nuair France for €2.7m. In November 2015,
we took a 99.99% share in Aello’s capital of €2m at the time of its
foundation.
Accounting rules and methods
The accounts for the financial year ended were drawn up and presented
in compliance with accounting regulations respecting the principles
outlined in articles 121-1 and 121-5 et seq. of the 2014 General Accounting
Plan. The base method used to assess elements entered in the accounts
was the historical cost method. Accounting conventions were applied in
compliance with the provisions of the French Companies Act, the
accounting decree of 29/11/83 as well as the ANC 2014-3 ruling relating
to the re-writing of the general accounting plan applicable to the closure
of the financial year. The write-down periods used comply with service life
periods.
Note 1
Fixed and intangible assets
Fixed and intangible assets were assessed at their acquisition cost (purchase
price plus accessory cost). Amortisations for depreciation are calculated in
linear fashion according to expected service life:
Software
3 to 5 years
Renovation and installation
3, 6 to 10 years
Office and IT equipment
2, 3, 4, 5 and 6 years
Furniture
2, 4, 5, 6 and 10 years
Intangible assets concern software in particular.
The balance sheet includes a "goodwill" item valued at €5,717,000
representing the three businesses acquired by Thermador Groupe through
the merger-absorption in 1987 with three former private limited companies:
Thermador, Sferaco and Jetly. This "goodwill" item has not been amortised
since amortisation is not legally compulsory in France. They were not written
down because their values - assessed either according to market values or
to the method based in particular on future forecastable net cash flows over
a period of 5 years and a post factum growth rate of 1%, updated to 7.1%
- exceed their accounting values.
Note 2 Investments and other asset stock
The gross value of investments and other asset stock is calculated
according to the acquisition cost of the stock. A list of subsidiaries and
participations appear on page 80.
Method of valuation
Equity securities appear on the balance sheet at their acquisition value,
or their current value if it is lower. The current value is evaluated either in
relation to the market value or via an analysis of the most recent accounts
closed by the companies whose shares we own.
The analysis above concerns the equity position, profit level and
development prospects of the companies concerned.
When the current value of shares is lower than the acquisition cost of
those shares, a provision for depreciation is entered.
Note 3 Receivables
Receivables are assessed at their nominal value. A provision for
depreciation is applied when the inventory value is lower than the
accounting value.
Note 4
Retirement compensation
Pension compensation was calculated at €226,000 including charges
(of which Board members and Corporate Officers €193,000) according to
age, length of service, salary and the collective agreement for wholesalers.
The calculation takes into account the following hypotheses:
- Reference retirement age: 64.5 to take the retirement age law and the
average retirement age within Thermador Groupe into account.
- Rate of staff turnover: calculated by age group moins (under 35, 35-50
and over 50).
- Growth in salaries according to salary policy.
- Probability of survival to retirement age and an adjustment coefficient
of 2.03%.
The provision entered in the accounts of €226,000 therefore concerns all
employees and Company Managers. The 2015 allocation is €3,000.
Note 5 Explanation of balance sheet and P&L items. Fixed assets and amortisations (in thousands of euros)
Value at the opening
Value at the end
Increases
Decreases
Fixed assets
of the period
of the period
Business goodwill
Tangible assets in progress
Investments (1)
Intercompany receivables (2)
Other financial investments
Total financial investments
Grand total
(1)
5,717
2,100
7,817
1
387
375
22
785
25,250
19,535
1
44,786
53,388
352
352
146
146
49
16
2
67
29,000
4,134
13
4
19
36
3,055
33,134
33,553
3,055
3,237
5,717
2,306
8,023
1
423
387
5
816
54,250
20,614
1
74,865
83,704
This relates to affiliated companies. (2) Loan to S.C.I. Thely.
Business goodwill
Grand total
Gross value at the
opening of the period
1,942
1,942
1
165
253
419
2,361
Increases
Decreases in amortisation Gross value at the end
of removed items
of the period
99
99
10
10
35
55
90
189
11
5
16
26
2,031
2,031
1
189
303
493
2,524
83
INDIVIDUAL FINANCIAL STATEMENTS | NOTES TO THE YEARS FINANCIAL STATEMENTS
THERMADOR GROUPE
Note 6
Provisions (in thousands of euros)
Value at the opening
of the period
Increases
223
223
3
3
226
226
223
3
3
226
Provisions for retirement indemnities
Provision for liabilities and charges
Financial securities depreciation provision
Grand total
Including:
- operating items
- financial
Note 7
Value at the end
of the period
Breakdown of receivables (in thousands of euros)
Breakdown of receivables
Gross
Affiliated companies
Receivables from equity interests
Other financial investments
Other debtors
Group
Prepaid expenses
Total
20,614
1
220
382
140
21,357
20,614
Note 8
Decreases
Within one year
More than one year
4,000
16,614
1
220
382
140
4,742
382
20,996
16,615
Debt
All debt has a due date under 1 year. The amount of “other debt” concerning the companies linked to the group totals €95,000.
Note 9
Off balance sheet commitments
None.
Note 10 Information linked to significant transactions concluded with the parties bound by article R-123-197-1
of the French Companies Act
• Rent invoiced by SCI Thely €2,129,000 of which €23,000 for Thermador Groupe's own offices.
• Lease with Jetly, Sferaco and Thermador:
- Rent invoiced on to the 3 companies for the following amounts respectively: Jetly €823,000, Sferaco €766,000 and Thermador €517,000,
- Levy on the 3 companies' turnover: Jetly €1,112,000, Sferaco €724,000 and Thermador €771,000.
Note 11
Other information
Accruals – Group: €382,000 – State: €3,000.
Charges payable – Suppliers and associated accounts: €167,000. Fiscal and social debt: €65,000. Group: €17,000. €5,000 of accrued interest.
Average headcount – managers 4, non-managers 1.
At the beginning of the financial year, capital was fixed at €34,589,864 divided into 4,323,733 shares with a nominal value of €8 each. 18% of shareholders
having opted in 2015 for payment of dividends in shares 32,751 new shares were issued. At the time of the acquisition of Mecafer, a portion of the price €6,489,000 - was paid in shares. The Annual General Meeting of August 7, 2015 validated the increase in capital of €670,608 corresponding to 83,826 new
shares with a nominal value of €8 each. The difference of €5,818,392 was recorded as a ‘contribution premium’. Capital therefore is made up of 4,440,310
shares of €8 each nominal, i.e. €35,522,480. There are no stock options.
Executives' earnings – The total of gross earnings and benefits of all types, both direct or indirect, for each Corporate Representative of the group
(consolidating company and controlled companies included, according to article 357-1 of the law on commercial companies) allocated for the financial year
to members of the Board on account of their function was €1,915,000.
Tax on profit - Taxes due.
Total taxes plus social security contributions of 3.3% came to €1,105m on the financial year's profit with no tax on the exceptional profit. The tax burden is
therefore €1,105m of net profit.
The finance law brought in a tax of 3% on dividends. The amount registered for 2015 is €333,000 corresponding to tax on the dividends paid by Thermador
Groupe to its shareholders in 2015.
For the planned distribution of €14,209,000, duties and contributions will be €7,212,000 plus €429,000 of tax on dividends at 3%.
Tax deductions – Retirement provision €226,000, acquisition costs €79,000, total deductions = €305,000.
Note 12
Auditors fees
Legal mission
Issuer
Diligence directly linked to legal controls
Issuer
Total legal mission
Specific missions
Total Statutory Auditors fees
MAZARS
CABINET ROYET (2015) / S.S.E.C. (2014)
in %
in %
2015
2014
2015
2014
2015
2014
2015
2014
32
31
57
57
24
23
43
43
None
32
None
32
None
31
None
31
None
47
None
47
None
57
None
57
12
36
None
36
None
23
None
23
100
53
None
53
None
43
None
43
84
INDIVIDUAL FINANCIAL STATEMENTS | GENERAL LEGAL INFORMATION
GENERAL LEGAL
INFORMATION
Company business (article 2 of the by-laws)
The company's business includes:
• acquisition of all interests through whatever means,
contributions, purchase of stocks, bonds and ownership
interests, in all companies, businesses or commercial,
industrial, financial, real estate companies, as well as
management and promotion of these interests,
• ownership, management or leasing of all businesses,
• providing of consulting and all other services,
• and more generally, any transactions, of whatever nature,
whether in France or abroad, directly or indirectly connected
with seeing through the purpose of the business, and liable to
contribute to the business or facilitate its development.
Form of the shares - Identification of bearer shares
(article 11 of the by-laws)
Furthermore, merging of the company, whether the company is
acquiring or is being acquired, does not infringe upon the right
to double voting which can therefore be used within the
acquiring company, on condition that this situation be provided
for in the by-laws of both the acquiring and acquired company.
Voting is carried out by show of hands or by roll call. Voting
cannot be carried out by secret ballot unless the majority of
members present or proxy request that the voting of a given
resolution be carried out in such a way.
Any shareholder can, from the moment that the current
regulation enters into force, in accordance with legal
requirements, vote using a form, which will only be accepted if
received at least three days prior to the date of the meeting.
Any forms not expressing a vote or that constitute abstention
will be considered as negative votes.
Shareholders may choose whether fully paid-up shares are in
registered form or bearer form. Shares are registered in the name
of the owner in accordance with applicable regulations.
To enable identification of holders of bearer shares, the company
can at any time request that the central clearing organisation
disclose the name or, in the case of a legal entity, the company
name, nationality and address of the holders that confer or will
confer rights to vote during the shareholders' general meetings,
along with the number of shares held by each and any
restrictions that may apply to these shares.
Share transfer (article 12 of the by-laws)
Shares may be freely negotiated. Transfer of shares is by transfer
from one account to another in accordance with applicable
regulations.
information
• Company name: Thermador Groupe.
• Head office: Parc d’Activités de Chesnes
CS 10710 - 80, rue du Ruisseau
38297 Saint-Quentin-Fallavier Cedex
France
Tel. +33 (0)4 74 95 63 28
Conditions required in order to acquire voting rights
(article 22 of the by-laws, § right of vote):
• Companies Register number: 339 159 402 RCS Vienne.
Each shareholder has the right to one vote for each share that
he holds or represents, without limit. However, rights to double
voting apply when fully paid-up shares have been registered
under the same name for more than four years.
• Legal form: Société Anonyme (plc) with Board of
Directors governed by the French Companies Act of
July 24, 1966 (French law).
Double voting rights also apply to shares that are allocated free
of charge in favour of shares already benefiting from the right to
double voting under these circumstances, following an increase
in capital.
Double voting rights, laid down by the above conditions, are
reserved to shareholders of French nationality and EEC citizens.
Any shares that have been converted to bearer form or
transferred to another owner lose their right to enabling double
voting. However, regarding the transfer of shares in the case of
succession, liquidations of marital property, or inter- vivos
donations in favour of a family member in the line of inheritance,
this right to double voting is not lost and does not interrupt the
periods foreseen under article L. 225-123-13 of the commercial
law.
• APE Code: 7420Z.
• Date of incorporation and term: the company was
founded on October 2, 1986 and for a period of
99 years as from the date of incorporation in the
Companies Register, i.e. October 31, 1986.
• Fiscal period: January 1 to December 31.
• Consultation of corporate documents:
at the company's head office.
During the period of validity of this Document of
Reference, the company by-laws, the auditors' reports
and the financial statements of the previous 3 financial
years, along with all reports, correspondence and other
documents, historical financial information about
Thermador Groupe and its subsidiaries over the past
three financial years, valuations and declarations drawn
up by experts at the request of the issuer, and any other
document required by law are available for consultation
at the issuer's head office.
INDIVIDUAL FINANCIAL STATEMENTS | GENERAL LEGAL INFORMATION
Participation in General Meetings
(article 22 of the by-laws, § Participation in meetings):
All shareholders have the right to attend the General Meetings or
to be represented at such meetings, regardless of the number of
shares held, on condition that the shares have been fully paid up.
However, shareholders must have registered their shares in a
holder account in their name and holders of bearer shares
must obtain a certificate, issued by the accredited financial
intermediary, stating the number of shares owned by the holder
and certifying that the said shares are not transferable prior to
the date at which the meeting is to be held.
These formalities must be carried out at least five days prior to
the date set for the meeting. The Board of Directors may reduce
this delay by means of a general provision that would apply to
all shareholders.
Distribution of profits (article 27 of the by-laws):
The AGM decides, in accordance with current laws and
regulations, the allocation of the profits from the financial period
and the amount of dividends distributed. The AGM allows each
shareholder the choice, for all or part of the dividends, to receive
payment or instalments in the form of shares in the company.
Payment of dividends or instalments on company shares will be
performed out in compliance with current laws and regulations.
85
Statutory limits of change in ownership requiring
registration: none.
Information regarding the capital:
The share capital is €35,522,480 divided into 4,440,310 fully
paid-up shares of €8.
Change in capital structure and voting rights:
The company's capital can be increased, decreased or
amortized by any means authorised by law. Any modification to
voting rights attached to the shares representing the company's
capital is subject to prevailing legal and regulatory provisions,
as the by-laws contain no specific contingency in this case.
Powers of the CEO
The Board or company by-laws imposed no specific limitation
on the powers of the CEO who operates according to the
powers given to him by law.
Evolution of share capital over the last five years
Year
Transaction
Nominal
value
in Euros
Capital increase
Number of shares
issued
Total number
of shares
Successive amounts
of capital in Euros
21/06/2010
Free share
€16
€1,392,000
87,000
1,827,900
€29,246,400
07/11/2011
Free share
Division of the nominal
share
Payment of the
dividend in shares
€16
€4,874,400
304,650
2,132,550
€34,120,800
4,265,100
€34,120,800
02/05/2012
12/05/2014
€8
€8
€469,064
58,633
4,323,733
€34,589,864
12/05/2015
Payment of the
dividend in shares
€8
€262,008
32,751
4,356,484
€34,851,872
07/08/2015
Increase in capital
in exchange for the
contribution of Mecafer
shares.
€8
€670,608
83,826
4,440,310
€35,522,480
Authorised capital not issued: €15,000,000 until June 6, 2016.
Potential capital: none.
Trading in its own shares: none.
Company's or subsidiaries' pledged shares or assets: none.
Other information
The company respects the conditions concerning members' terms imposed by the NRE law. There are no family ties between the
members of the Board of Directors. No loan or guarantee has been extended by the company or a company of the group to Corporate
Officers. No conflict of interests exists between the Board members' duties to Thermador Groupe and their private interests.
To our knowledge, over the past five years, no member of the Board of Directors:
• holds or has held mandates or functions outside of the Thermador Groupe, apart from Karine Gaudin, who is an independent Board
member.
• has been found guilty of fraud;
• has been involved in a bankruptcy, receivership or liquidation;
• has been incriminated or penalised publicly and officially by the statutory or regulatory authorities;
• has ever been forbidden by a court to act as a member of a body dedicated to the administration, management and surveillance of
a company, or involved in the management or running of such a company’s affairs;
• is subject to any arrangement or agreement has been struck with the main shareholders, customers, suppliers or others by way of
which a member of the Board of Directors may have been chosen as a member of a body dedicated to the administration, management
and surveillance of a company or as a member of the management team.
Reports
Certificates
Correlation tables
REPORTS - CERTIFICATES - CORRELATION TABLES | CONTENTS
87
88
Statutory auditors' report on the consolidated financial statements
89
Statutory auditors' report on the financial statements
90
Statutory auditors' special report on regulated agreements
92
Statutory auditors' report prepared in accordance with the requirements
of article L. 225-235 of the French Commercial Code on the report
of the Chairman of Thermador Groupe SA
93
Auditor
94
Correlation tables
99
Component elements of annual financial statement
99
Statement of the person responsible for the reference document
100
C.S.R. certificate
101
C.S.R. correlation tables
102
Draft resolutions
88
REPORTS - CERTIFICATES - CORRELATION TABLES | STATUTORY AUDITORS' REPORT
STATUTORY AUDITORS'
REPORT
On the consolidated financial statements
To the shareholders,
In compliance with the assignment entrusted to us by your annual general meeting, we hereby report to you, for the year ended
31st December 2015, on:
- the audit of the accompanying consolidated financial statements of THERMADOR GROUPE Company as appended to this report,
- the justification of our assessments,
- the specific verifications required by law.
These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these
consolidated financial statements based on our audit.
I - Opinion on the consolidated financial statements
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.
An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the
amounts and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial
statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of
the group and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as
adopted by the European Union.
Without prejudice to the conclusion expressed here-above, we would draw your attention to the note ‘accounting reference set’, and
the note ‘IFRIC 21’ in the appendix to the consolidated financial statements, concerning the change in accounting method applied
further to application of the IFRIC 21 interpretation on tax accounting.
II - Justification of our assessments
In accordance with the requirements of article L. 823-9 of the French Commercial Code relating to the justification of our assessments,
we bring to your attention the following matters:
• Variation of scope
· Note 3 on the accounting rules and methods in appendix to the consolidated financial statements describes the accounting process
concerning the takeover of the companies MECAFER and NUAIR. Our audit involved assessing the data upon which the provisional
valuations of assets, liabilities, potential liabilities and goodwill purchased were based, examining the calculations performed by the
Group and checking the accounting process adopted.
• Accounting assessments
· Goodwill which appears as an asset of the consolidated accounts for a value of €23,753,000 was assessed in compliance with the
principles described in note 3 of the consolidated financial statements. We examined the methodology used for testing depreciation
forecasts for cash flows and hypotheses used, and we checked that note 3 provides the required information,
· The group’s property holdings are included as an asset for a net value of €38,952,000 and the estimate provided in note 12 of the
consolidated financial statements confirms that the market value of this asset is higher than its accounting value,
· The valuation and stock in hand depreciation methods within the group are described in note 6. We have verified their correct
implementation.
These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed
to the opinion we formed which is expressed in the first part of this report.
III – Specific verification
As required by standard professional practices in France, we have also verified the information presented in the Group’s management
report, as required by law.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
Saint-Etienne and Villeurbanne, on February 12, 2016
The Statutory Auditors
CABINET ROYET
MAZARS
Stéphane GUICHARD
Pierre BELUZE
89
On the annual accounts
To the Shareholders,
In compliance with the assignment entrusted to us by your annual general meeting, we hereby report to you, for the year ended
31st December 2015, on:
- the audit of the accompanying financial statements of Thermador Groupe Company,
- the justification of our assessments,
- the specific verification and information required by law.
These financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements
based on our audit.
I - Opinion on the financial statements
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts
and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
We hereby certify that the financial statements give a true and fair view of the results of its operations for the year then ended and of
the Company’s financial position and assets, in accordance with French accounting principles.
II - Justification of our assessments
In accordance with the requirements of article L. 823-9 of the French Commercial Code relating to the justification of our assessments,
we bring to your attention the following matters:
• Goodwill which appears as an asset on the balance sheet for a value of €5,717,000 is not amortized. The value tests carried out and
described in note 1 of the appendix justify the absence of depreciation,
• Equity investments appearing as an asset for a total net amount of €54,250,000 are assessed in compliance with the method indicated
in note 2 of the appendix.
These assessments were made as part of our audit of the financial statements taken as a whole, and therefore contributed to the opinion
we formed which is expressed in the first part of this report.
III - Specific verifications and information
We have also performed the specific verifications required by French law.
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in
the management report of the Board of Directors and in the documents addressed to shareholders with respect to the financial position
and the financial statements.
Concerning the fair presentation of the information in accordance with the requirements of article L. 225-102-1 of the French Commercial
Code in respect of remunerations and benefits received by the relevant directors and any other commitments made in their favour, we
have verified their concordance with the financial statements or data used to prepare those statements, and, where applicable, with the
elements gleaned by your Company from companies having a controlling interest in your Company, or vice-versa. According to these
verifications, we can hereby certify the accuracy and sincerity of such information.
In accordance with French law, we have verified that the required information concerning the identity of the shareholders (and holders
of the voting rights) has been properly disclosed in the management report.
CABINET ROYET
MAZARS
Stéphane GUICHARD
Pierre BELUZE
90
STATUTORY AUDITORS'
SPECIAL REPORT
On regulated agreements
As statutory auditors of your company, we hereby present to you our report on the regulated agreements and commitments.
We are required to inform you, on the basis of the information provided to us, of the terms and conditions of the agreements notified to
us or which we might have discovered when we performed our assignment. It is not our role to determine whether they are useful or
appropriate or to investigate whether any other agreements exist. It is your responsibility, under the terms of article R 225-31of the
French Commercial Code, to evaluate the benefits arising from these agreements prior to their approval.
According to article R. 225-31 of the French Companies Act, you are required to assess the reasons behind these agreements and
commitments being decided, with a view to their approval.
Moreover in accordance with article R. 225-31 of the French Companies Act, we are required to inform you on the execution of the
agreements during the year ended already authorised by your AGM.
We have completed the due diligence that we felt necessary in relation to the professional doctrine of the Compagnie nationale des
Commissaires aux Comptes in relation to this mission. That due diligence involves verifying the concordance between the information
given to us and the basic documents it came from.
Agreements and commitments submitted to the approval of the AGM
We inform you that we were informed of no agreement or commitment approved during the financial year ended to be submitted to the
AGM in accordance with article L.225-38 of the French Companies Act.
Agreements and commitments already approved by the AGM
a) Of which, execution continued during the financial year ended
In accordance with article R. 225-30 of the French Companies Act, we have been advised of the execution of the following conventions,
which have already been approved during previous years and have been carried over into the current year.
91
• Business lease payments and leases for warehouse and administrative premises with certain companies of the group
In application of that agreement, your company has recorded the following earnings for the financial year ended on December 31st 2015
(,000 euros):
Leases (1)
Fees on turnover (2)
Fees on equipment (3)
Thermador
517
771
1
Sferaco
766
724
-
Jetly
823
1,112
2
Total
2,106
2,607
3
(1) Earnings depending upon the surface area occupied by each subsidiary (i.e. offices, workshops and warehouses): 8,600, 10,677 and 11,165m2
respectively during FY 2015.
(2) Rents depending upon application of the rate marked in the contract, i.e. 2.3%, 1.7% and 2.5% respectively of turnover linked to the business.
(3) Rents linked to equipment hired out, i.e. 10% of the net value of the equipment concerned.
Given the way the Group is organised, regulated agreements on leases should continue to exist.
b) Without execution during the financial year ended
Furthermore, we were informed of the continuation of the following agreements and commitments, which have already been approved
during previous years and have been carried over into the current year.
• Remuneration commitments to the company’s Corporate Officers
Your company has committed to paying compensation to its officers when they retire. This retirement compensation is calculated in the
same way as that paid to a management-level employee, according to the terms and conditions of the collective agreement governing
your company.
CABINET ROYET
MAZARS
Stéphane GUICHARD
Pierre BELUZE
92
STATUTORY AUDITORS'
REPORT
Prepared in accordance with the requirements of article L. 225-235 of the French
Commercial Code on the report of the Chairman of THERMADOR GROUPE SA
As the statutory auditors of THERMADOR GROUPE Company, and in accordance with the requirements of article L. 225 235 of the
French Commercial Code, we hereby report to you on the report prepared by the Chairman of your company in accordance with the
requirements of article L. 225-37 of the French Commercial Code for the year ended 31st December 2015.
It is the duty of the Chairman to establish and submit for approval of the Board of Directors a report which details the internal control
and risk management procedures initiated within the company and to give other information as required by article L. 225-37 of the
French Commercial Code relating in particular to company governance mechanisms.
We are required:
• To report to you our observations on the information contained in the Chairman’s report concerning the internal control and risk
management procedures relating to the preparation and processing of financial and accounting information,
• To certify that the report contains all other information required by article L. 225-37 of the French Commercial Code, given that it is
not our duty to check the fairness of these other items of information.
We conducted our work in accordance with professional standards applicable in France.
Information concerning internal control and risk management procedures relating to the preparation and processing of financial
accounting information.
Professional standards applicable in France require us to plan and perform the audit to assess the fairness of the information contained
in the Chairman’s report on the internal control and risk management procedures relating to the preparation and processing of financial
and accounting information.
We have:
• Inspected the internal control procedures relating to the preparation and processing of financial and accounting information behind
the information presented in the Chairman’s report as well as the existing documentation,
• Obtained an understanding of the company’s procedures supporting the information given in the Chairman’s report and of the existing
documentation,
• Determined whether any major deficiencies of internal controls relating to the preparation and processing of financial and accounting
information we may have identified as part of our assignment are the subject of appropriate communication in the Chairman’s report.
CABINET ROYET
MAZARS
Stéphane GUICHARD
Pierre BELUZE
93
On the increase in capital reserved to holders of a company savings scheme
account (PEE)
In our capacity as auditors of your company, and in application of the mission required of us by articles L. 225-135 et seq. of the
Commercial Code, we hereby present our report on the project to increase capital through the issuance of ordinary shares, with deletion
of the preferential subscription right of €306,320. You will be required to give your opinion on this operation.
This increase in capital is subject to your approval in application of the provisions of articles L.225-29-6 of the Commercial Code and
L. 3332-18 et seq. of the employment code.
Your Board, according to its report, suggests delegating powers to it to decide the conditions of this operation and to delete your
preferential voting right for subscription to future issues of ordinary shares.
It is the Board’s duty to draw up a report in compliance with articles R. 225-113 and R. 225-114 of the Commercial Code. It is ours to
give our opinion on the sincerity of information given in the figures taken from the accounts on the proposal of the deletion of the
preferential subscription right, and on certain other elements concerning the issue of shares given in this report.
We have completed the due diligence that we felt necessary in relation to the professional doctrine of the Compagnie nationale des
Commissaires aux Comptes in relation to this mission. This due diligence involved checking the content of the Board’s report on this
operation, and the conditions by which the issue price of shares was to be determined.
The Board’s report elicits the following observation on our part: the way the issue price of the ordinary shares was determined does not
feature in the Board’s report.
Since the final conditions for the increase in capital have not yet been fixed, we will not give our opinion at this point, and by extension,
on the proposal to delete the preferential subscription right as made to you.
In compliance with article R. 225-116 of the Commercial Code, we will draw up a further report when the use of this delegation by your
Board of directors comes into effect.
CABINET ROYET
MAZARS
Stéphane GUICHARD
Pierre BELUZE
AUDITORS
Lead auditors:
MAZARS: 131, bd Stalingrad in Villeurbanne (Rhône), appointed
on October 2, 1986, represented by Pierre BELUZE since 2011
and previously by Frédéric MAUREL. Change made with the
advent of the financial security law.
Cabinet ROYET: 25, rue de la Libération in Saint-Etienne (Loire),
represented by Stéphane GUICHARD.
Deputy auditors:
Jean-Pierre PEDRENO: 5, avenue de Verdun in Valence (Drôme),
appointed on April 4, 2011.
S.S.E.C. resigned on April 17, 2015. At the time, Cabinet ROYET,
who had been deputy auditor since April 4, 2005, became lead
auditor. In resolution n° 12, we propose the appointment of a
new deputy auditor, Serge GUILLOT, for the remainder of his
predecessor’s mandate.
Pierre BELUZE (MAZARS)
The auditors’ mandates will end at the 2017 AGM.
94
REPORTS - CERTIFICATES - CORRELATION TABLES | CORRELATION TABLES
CORRELATION TABLES
pages
1
Persons responsible
99
2
Statutory Auditors
93
3
Selected financial information
3.1.
Historical information
13 - 36 to 61
63 to 75 - 78 to 83
88 to 93 - 102 to 104
3.2.
4
Interim information.
Risk factors
1 to 12
22 - 23 - 52 - 53
5
Information about the issuer
5.1.
History and development of the issuer
5.1.1.
Legal and commercial name
84
5.1.2.
Place of registration and registration number;
84
5.1.3.
Date of incorporation and duration
84
5.1.4.
Headquarters, legal form, applicable law, country of incorporation, address
and telephone number of registered headquarters
84
5.1.5.
Important events in the development of the business
12
5.2.
Investments
5.2.1.
Principal investments over the last three fiscal years
5.2.2.
Principal investments in progress
5.2.3.
Principal future investments
39
39 - 48 to 50
39 - 49
95
pages
6
Business overview
6.1.
Principal activities
2 to 11 - 62 to 75
6.2.
Principal markets
54 - 62 to 78
6.3.
Exceptional events that have influenced the principal activities or principal markets
N/A
6.4.
Potential dependence on certain patents, licences, contracts or processes
N/A
6.5.
Basis of any statement made by the issuer regarding its competitive position
7
Organisational structure
7.1.
Brief description
7.2.
List of significant subsidiaries
8
Property, plant and equipment
8.1.
Existing or planned material tangible fixed assets
8.2.
Environmental issues that may affect the use of tangible fixed assets
9
9.1.
2 to 5 - 62 to 75
14 - 15
45
39 - 48 to 50
N/A
Operating and financial review
Financial condition
13 - 38 to 61
63 to 75 - 78 to 85
88 to 93
9.2.
Operating results
9.2.1.
Significant factors materially affecting income from operations
9.2.2.
Description of important changes in net sales or revenues
9.2.3.
External factors (governmental, economical, budget, monetary or political)
that have materially affected, or could materially affect operations
10
N/A
N/A
Capital resources
10.1.
Issuer’s capital resources
10.2.
Cash flow sources and amounts
10.3.
Borrowing requirements and funding structure
10.4.
Information regarding any restrictions on the use of capital resources
10.5.
1
42 to 44
44
23 - 44
that have materially affected or could materially affect the issuer’s operations
N/A
Anticipated sources of funds to finance commitments mentioned in 5.2.3 and 8.1
N/A
96
CORRELATION TABLES (CONTINUED)
pages
11
Research and development, patents and licences
12
Trend information
12.1.
Most significant trends in production, sales and inventory, and costs
and selling prices since the end of the last fiscal year
12.2.
N/A
1 - 23 - 63 to 78
Known trends, uncertainties, demands, commitments or events that are likely
to have a material effect on prospects, at least for the current fiscal year
N/A
13
Profit forecasts or estimates
N/A
14
Administrative, management and supervisory bodies and senior management
14.1.
Administrative and management bodies
14.2.
Administrative and management bodies’ conflicts of interest
15
20 - 21 - 85
Remuneration and benefits
15.1.
Amount of the remuneration paid and benefits in kind
15.2.
Total amount set aside or accrued by the issuer or its subsidiaries
to provide pension, retirement or similar benefits
16
14 to 23 - 85
20 - 21
20 - 21
Board practices
16.1.
Date of expiration of current term of offices
16 to 20
16.2.
Service contracts of members of the Board
16 to 21 - 85
16.3.
Information about the Audit Committee and the remunerations Committee
16.4.
Corporate governance in force in the issuer’s country of origin
20
16 to 23
The Chairman's report on the governance of the company and its internal financial
control procedures. Statutory auditors’ report on the Chairman's report
on the governance of the company and its internal financial control procedures.
17
16 to 23 - 92
Employees
17.1.
Number of employees
55 to 63
17.2.
Shareholdings and stock options
14 to 21
17.3.
Description of any arrangements for involving the employees in the issuer’s capital
61
97
pages
18
Major shareholders
18.1.
Interests held above the threshold for notification (known interests)
28 - 29
18.2.
Different voting rights
28 - 29
18.3.
Control of the issuer
18.4.
Potential agreement known to the issuer, the operation of which may,
at a subsequent date, result in a change of control of the issuer
19
Related party transactions
N/A
N/A
20 - 21 - 52
90 - 91
20
Financial information concerning the issuer’s assets and liabilities,
financial position and profit and losses
20.1.
Historical financial information
38 to 61 - 78 to 85
88 to 92 - 99
20.2.
Pro forma financial information
20.3.
Annual financial statements
N/A
38 to 61 - 78 to 85
88 to 92 - 99
20.4.
Auditing of historical annual financial information
20.4.1.
Auditing of the historical financial information
20.4.2.
Other information in the Registration Document that has been audited by the auditors
20.4.3.
Financial data in the Registration Document that is not extracted from the issuer’s
88 to 92 - 99
99
audited financial statements
N/A
20.5.
Age of latest financial information
N/A
20.6.
Interim and other financial information
N/A
20.6.1.
Quarterly or half-yearly financial information published since the date of the last
audited financial statements
20.6.2.
Interim financial information covering the first six months of the fiscal year after
the end of the last audited fiscal year
20.7.
Dividend policy
26 - 41
20.8.
Legal and arbitration proceedings
23
20.9.
Significant change in the issuer’s financial or commercial condition
23
98
CORRELATION TABLES (CONTINUED)
pages
21
Additional information
21.1.
Share capital
21.1.1.
Issued capital and authorised capital
21.1.2.
Shares not representing capital
N/A
21.1.3.
Shares held by the issuer or its subsidiaries
N/A
21.1.4.
Securities granting future access to the issuer’s share capital
N/A
21.1.5.
Terms of any acquisition rights and/or obligations over capital issued but not paid,
84 - 85
or any capital increase
N/A
21.1.6.
Capital of any member of the Group which is under option
N/A
21.1.7.
History of the issuer’s share capital over the last 3 fiscal years
21.2.
Memorandum and Articles of Association
21.2.1.
Issuer’s objects and purposes
21.2.2.
Provisions of statutes and charters with respect of the members
84 - 85
84 - 85
of the administrative, management and supervisory bodies
84 - 85
21.2.3.
Rights, preferences and restrictions attaching to each class of the existing shares
84 - 85
21.2.4.
Action necessary to change the rights of shareholders
84 - 85
21.2.5.
Manner in which Annual General Meetings of shareholders are called including
the conditions of admission
21.2.6.
Provisions of the issuer’s statutes, charter or bylaws that would have the effect
of delaying, deferring or preventing a change in the issuer
21.2.7.
29
Provisions of the statutes governing the ownership threshold above which share
ownership must be disclosed
21.2.8.
84 - 85
85
Conditions governing changes in the capital that are most stringent than is required
by law
N/A
22
Material contracts
N/A
23
Third party information and statement by experts and declarations of interest
50
24
Documents on display
84
25
Information on holdings
80
REPORTS - CERTIFICATES - CORRELATION TABLES | STATEMENT OF THE PERSON RESPONSIBLE
99
COMPONENT ELEMENTS
OF ANNUAL FINANCIAL STATEMENT
Elements
Pages of the document
Management report
1 to 11 - 13 to 29 - 38 to 40 - 55 to 61 - 63 to 75 - 78 - 84 to 85 - 100 to 104
Annual accounts
41 to 54 - 79 to 83
Auditors' reports
88 to 93
Certification
99
STATEMENT OF THE PERSON RESPONSIBLE
FOR THE REFERENCE DOCUMENT
Having taken all reasonable measures to those ends, I can certify that, to my knowledge, the information contained in this reference
document reflects reality and contains no omissions which may alter its scope.
To my knowledge, I certify that the accounts have been drawn up in compliance with applicable accounting standards and give a faithful
reflection of the assets, financial situation and profits of the company and of all the companies included in the consolidation, and that
the management report, which appears in this reference document, offers a reliable representation of trends in business and results
and the financial situation of the company and all companies included in the consolidation as well as a description of the main risks and
uncertainties which they face.
From the legal financial controllers of the accounts I obtained a letter of consent in which they state they have checked the
information concerning the financial situation and accounts given in this document and have read the document in full.
he historical financial information presented in this document has been reviewed by legal controllers whose observation appears on
page 88, this same observation was mentioned on page 88 of annual report 2014 and annual report 2013.
Saint-Quentin-Fallavier, on February 12, 2016.
Guillaume ROBIN
Chairman & CEO
Tel +33 474 95 63 28
100
REPORTS - CERTIFICATES - CORRELATION TABLES | C.S.R. CERTIFICATE
C.S.R. CERTIFICATE
THERMADOR GROUPE SA – Report from the verification agency – Financial year ended December 31, 2015.
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 website
www.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, 2015 in application of
article L.225-102-1 of the French Companies Act.
MANAGEMENT RESPONSIBILITY
It is the Board’s duty to drawn up a management report including consolidated
social, environmental and societal information as required by article R. 225105-1 of the French Companies Act (hereafter referred to as ‘Information’),
drawn up in compliance with the reference sets used (‘Reference sets’) by the
company and available upon request at the head office of the company,
THERMADOR GROUPE SA.
INDEPENDENCE AND QUALITY CONTROL
Our independence is defined by regulations, the code of conduct of the
profession and the provisions contained in article L. 822-11 of the French
Companies Act. Also, we have introduced a quality control system which
includes documented policies and procedures designed to ensure compliance
with applicable codes of conduct, professional standards and regulatory
requirements.
RESPONSIBILITY OF THE INDEPENDENT THIRD PARTY
On the basis of our work, we are required to:
• Certify that the information required is present in the management report or,
in case of omission, is mentioned in an explanation in application of the third
paragraph of article R. 225-105 of the French Companies Act and decree
n° 2012-557 of April 24, 2012 (Attendance Sheet);
• Express a moderate assurance conclusion on the fact that the most
significant elements of information are presented in a sincere way in
compliance with the reference set used (moderate assurance report).
ATTENDANCE CERTIFICATE
We carried out our work in compliance with applicable professional standards
in France:
• We compared the information in the management report with that required
according to the list in article R. 225-105-1 of the French Companies Act;
• We checked that the Information covered the consolidated scope, i.e.
the Company as well as its subsidiaries, according to the terms of article
L. 233-1, and the companies it controls in accordance with the terms of
article L. 233-3 of the French Companies Act;
• In case of omission of certain elements of consolidated information, we
check that explanations are provided in compliance with the provisions of
decree n° 2012-557 of April 24, 2012.
We held seven interviews with people responsible for preparation of CSR
information in the divisions responsible for the information collection process,
and where applicable, managers of internal control and risk management
procedures, so as to:
• Assess the appropriateness of the reference set in respect of their suitability,
exhaustiveness, neutrality, clarity and reliability, taking into consideration
good practices in the sector, where applicable.
• Check the implementation in the group of a collection, compilation,
processing and control process targeting exhaustiveness and coherence of
CSR information. We learned about internal and risk management control
procedures relating to the preparation of CSR information.
We identified consolidated information to test and determine the nature and
scope of tests taking into consideration their importance in respect of the
social, societal and environmental consequences linked to the group’s activity
and characteristics, its orientations in CSR matters and good practices of the
sector.
For CSR information that we consider the most important in terms of the
consolidating entity:
• We consulted documentary sources and carried out interviews to
corroborate qualitative information (organisation, policies, actions, etc…);
• We introduced analytical procedures on quantitative information and, using
sampling, checked calculations and data consolidation;
• We performed detailed tests on the basis of sampling, which involved
checking calculations performed and matching up data from evidence
produced and checking their correspondence with other information
appearing in the management report.
For other consolidated CSR information, we assessed its coherence in relation
to our knowledge of the company.
Finally, we assessed the pertinence of explanations relating to the total or
partial absence of elements of information, where applicable.
We assert that the sampling method and size of samples used whilst
exercising our professional judgment allowed us to formulate a conclusion of
moderate assurance. A higher level of assurance would require more
extensive verification work.
Our studies covered more than 52% of the consolidated value of statistical
indicators relating to the social part and more than 49% of the consolidated
value of statistical indicators relating to the environmental part.
Because of the use of sampling techniques, as well as other limits inherent to
the functioning of any information and internal control system, the risk of
non-detection of a substantial anomaly in CSR information cannot be totally
disregarded.
COMMENTS ON THE INFORMATION
The information is collected by each of the entities of the group, with the
exception of data relating to waste and the use of temps, which are managed
directly at group level.
On the basis of this work, we hereby certify that the required information is
present in the management report.
CONCLUSION
OPINION AND EXPLANATION ON THE SINCERITY
OF CSR INFORMATION
On the basis of our work, and within the confines of the scope described
above, we did not reveal any significant anomaly that could compromise the
fact that the information is substantially present, is sincere manner and
complies with the reference set.
Nature and scope of works
Our work was performed between January 19 and February 4 for an average
time of 5 man days.
We performed our work in compliance with applicable standards in France,
with standard ISAE 3000 and with the ruling of May 13, 2013 determining the
conditions under which an independent third party body performs its missions.
Lyon, February 10, 2016
FINEXFI
Isabelle Lhoste
Partner
RAREPORTS - CERTIFICATES - CORRELATION TABLES | C.S.R. CORRELATION TABLES
101
C.S.R. CORRELATION TABLES
Social information
Employment
Work organisation
Labour relations
Health and safety
Training
pages
Total headcount and distribution of employees by sex, age and geographic zone.
56
Recruitment and redundancy.
57
Earnings and earnings growth.
61
Organisation of working time.
57 - 60
Absenteeism.
57
Organisation of social dialogue, in particular staff information and consultation procedures
and negotiation therewith.
59
Review of industry-wide agreements.
59 - 61
Health and safety conditions at work.
French
legislation
Review of agreements signed with trade union organisations or staff representatives in the health
and safety at work field.
Work-related accidents, in particular frequency and seriousness, as well as work-related illnesses.
Policies implemented in the training field.
Total number of training hours.
Measures taken in favour of equality between men and women.
Equal treatment
Measures taken in favour of employment and integration of disabled people.
Anti-discrimination policy.
Respect of freedom of association and the right to collective bargaining.
Promotion and respect of the requirements
of the fundamental conventions of the
International Labour Organisation
Elimination of discrimination in employment and professions
Elimination of compulsory or forced labour.
Effective abolition of child labour.
57 - 58
57 - 58
58
58
56 - 60
57
57 - 60
59
57 - 60
8 - 25 - 60
8 - 25
Environmental information
Organisation of the company to take environmental issues into account, and where applicable,
approaches adopted to assess or certify in the environmental field.
General environmental policy
Pollution and waste management
Sustainable use of resources
Sustainable use of resources
Training and information actions for employees on environmental protection.
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.
Prevention, recycling and waste elimination measures.
Taking noise pollution and any other form of pollution that’s specific to the activity into account.
Consumption of water and supply of water according to local restrictions.
Consumption of raw materials and measures taken to improve efficiency of use.
Consumption of energy, measures taken to improve energy efficiency and use of renewables.
Relations with individuals or organisations
interested in the company’s activity, and in
particular integration associations, teaching
establishments, environmental protection
associations, consumer associations and
local populations
Fairness of practices
Other actions undertaken in favour
of human rights
24 - 25
24 - 25
24 - 25 - 58
24 - 25
24 - 25
24 - 25
23
In terms of employment and regional development.
Concerning local populations.
25
Conditions of dialogue with these individuals and organisations.
25
Partnership or sponsorship initiatives.
57
Taking social and environmental challenges into account in the purchasing policy
Subcontracting and suppliers
24 - 25 - 58
Use of ground.
Greenhouse gas emissions.
Adaptation to the consequences of climate change.
Measures taken to protect or develop biodiversity.
Protection of biodiversity
Information on societal commitments in favour of sustainable development
Information on societal commitments in favour
of sustainable development
23 - 24 - 25
7
24
25
25
8-9
Importance of subcontracting and taking relationships with suppliers and subcontractors into account
7 - 8 - 9 - 57
as far as their social and environmental responsibilities are concerned.
Actions undertaken to prevent corruption.
Measures taken in favour of health and safety of consumers.
23 - 25
8 - 23 - 24 25 - 58
102
REPORTS - CERTIFICATES - CORRELATION TABLES | DRAFT RESOLUTIONS
DRAFT RESOLUTIONS
2015 Annual General Meeting in Lyon.
To the ordinary and extraordinary General Meeting of April 4, 2016
Ordinary resolutions
FIRST RESOLUTION
The AGM, having heard the reports of the Board of Directors and the auditors, approves the annual accounts closed on December 31, 2015,
as presented, as well as the operations appearing in the accounts or summarised in those reports.
SECOND RESOLUTION
The AGM, having heard the management report of the group and the auditors’ report, approves the consolidated accounts closed on
December 31, 2015, as presented, as well as operations appearing in the accounts or summarised in those reports.
THIRD RESOLUTION
The AGM decides to allocate the profits for the financial year of €14,003,267.50 as follows:
- allocation to "legal reserve" for a total of €93,261.60,
- distribution of a dividend of €3.20 per share, i.e. for 4,440,310 shares a total of €14,208,992 with a €298,986.10 draw on the ‘other reserves’
item.
The total distributed to individuals fiscally domiciled in France qualifies for the 40% allowance mentioned in article 158-3-2° of the General Tax
Code.
Dividends for which distribution has been decided will be:
- detached on April 18 and paid on April 20, 2016 if the fourth resolution is rejected,
- detached on April 7 and paid on May 9, 2016 if the fourth resolution is accepted.
The Ordinary General Meeting also recognises that it has been reminded that the company has distributed the following dividends over the last
three financial years, in compliance with the legal requirements referred to in Article 243 Bis of the General Tax Code:
Financial years
Revenues eligibles for allowances
Dividends
Other revenues distributed
Revenues not eligible
for allowances
2014
€13,619,759
-
-
2013
€13,435,065
-
-
2012
€13,435,065
-
-
DIVIDENDS IN SHARES
FOURTH RESOLUTION
The Annual General Meeting decides to offer each shareholder an option between payment of the dividend in cash or in shares, and this option
will concern the whole of the unitary dividend. If the total dividends for which the option is exercised does not correspond to a whole number
of shares, shareholders will get the number of shares rounded down, plus the difference in cash. The issue price for shares will be equal to
the average price listed over the twenty stock exchange sessions preceding the day of the decision of payment, minus the dividend
i.e. €3.20.
Shareholders who ask for payment of dividends in shares can take up the option as of April 7, 2016 and up to April 21, 2016 inclusive, with
financial middlemen being qualified to pay the dividend on behalf of the company. After expiry of this date, a dividend will be paid in cash on
May 9, 2016.
Shares issued in payment of dividends will be effective as from January 1, 2016.
The AGM gives all powers to the Board, with the ability to delegate to its Chairman and CEO so as to implement this resolution to enact the
increase in capital resulting from the take-up of the option for payment of dividends in shares, to modify the company statutes as a result, and
to proceed with publication formalities.
This authorisation is valid until the Ordinary General Meeting called to vote on the accounts for the financial year ended 31/12/2016.
103
NEW BOARD MEMBERS AND RENEWAL OF A MANDATE
Having accompanied Thermador Groupe as an independent administrator for seven years, Milena Negri has asked us to find her successor.
We thank her from the bottom of our hearts for her many contributions, her assiduity, and constant good cheer. We have sought to replace her
with a marketing and sales professional with great awareness of digital and social network communication techniques. Laurence Verdickt ticks
the boxes needed to become an independent board member on our Board.
Her bio is available on our website.
FIFTH RESOLUTION
Further to a proposal from the Board of Directors to replace Milena Negri who has resigned, the AGM nominates as a new board member, Mrs
Laurence Verdickt, domiciled at 9 allée du Saut du Loup in Neuville sur Oise (Val-d’Oise) for a period of three years until the end of the Annual
General Meeting in 2019, voting on the 2018 accounts.
So as to achieve a better balance of power between director board members and independent board members, we have pledged to have 50%
independent board members by the end of the AGM of April 2018. We therefore propose to attribute the mandate exercised by Emmanuelle
Desecures since 2004 to Olivier Villemonte de la Clergerie. He is currently Managing Director of LDLC, responsible for the ‘back office’ of an
expert e-commerce company that is highly enterprising in the development of a physical warehouse network. Olivier Villemonte de la Clergerie
ticks the boxes needed to become an independent board member on our Board. His bio is available on our website.
SIXTH RESOLUTION
Further to a proposal from the Board of Directors to replace Emmanuelle Desecures whose mandate has not been renewed, the AGM appoints
a new board member, Mr Olivier Villemonte de la Clergerie, domiciled 17 chemin de la Pinède in Ecully (Rhône), for a period of three years, i.e.
until the end of the AGM meeting in 2019 to vote on the 2018 accounts.
Our company is already recognised for its great transparency. We wanted to go still further by ensuring direct representation of our personnel
on the board of directors. We therefore propose to entrust the mandate exercised by Eric Mantione since 2007 to an employee of the group
who was chosen by his peers in 2013 to represent them on Thermador Groupe’s mutual fund supervisory board. Laurence Ravet joined the
group in 1997 and is today responsible for general accounting of Jetly. Her bio is available on our website.
SEVENTH RESOLUTION
Further to a proposal from the Board of Directors to replace Eric Mantione whose mandate has not been renewed, the AGM appoints, as a new
board member representing employees, Mrs Laurence Ravet domiciled at 181 impasse du Crozat in Meyrié (Isère) for a period of four years,
i.e. until the end of the AGM in 2020 voting on the 2019 accounts.
Hervé Le Guillerm will retire at the end of March 2016. We would like to make the most of his extensive knowledge of the industrial valve sector
for a further period of two years. After each Board meeting, he will exchange with the new Chairman and CEO of Sferaco to review product
range developments, suppliers, customers and competitors..
EIGHTH RESOLUTION
Further to a proposal from the Board of Directors, the AGM renews the board member mandate of Mr Hervé Le Guillerm for a period of two
years, i.e. until the end of the AGM in 2018 voting on the 2017 accounts.
ATTENDANCE FEES
Only board members who are not employees of the group receive attendance fees. The fee is €2000 per board meeting. Hervé Le Guillerm and
Marylène Boyer will receive this fee upon retirement. Furthermore, we need to take into account an additional independent board member and
allow ourselves the possibility of organising 6 board meetings per year.
NINTH RESOLUTION
The AGM increases the maximum overall amount for attendance fees paid to members of the Board of Directors to sixty-five thousand euros
(€65,000). This amount, available as of the year in progress, will be maintained until any further decision by the AGM.
REGULATED CONVENTIONS
TENTH RESOLUTION
Having heard the auditors’ special report, the AGM observes that there were no new conventions and notes this fact. The AGM approved the
operations performed during the financial year ended as they appear in the auditors’ special report on conventions and regulated commitments,
as per article L. 225-38 of the Commercial Code. You are reminded that the conventions applied during the financial year concern lease contracts
signed with 99.9972-99.9975% owned subsidiaries. The convention concerning commitments to pay corporate representatives’ pensions
continued but was not applied in 2015.
PURCHASE OF SHARES BY THERMADOR GROUPE
ELEVENTH RESOLUTION
Further to a proposal from the Board of Directors, and in compliance with the provisions of articles L.225-209 et seq. of the Commercial Code,
the AGM authorises the board to have the company purchase its own shares. The maximum purchase price per share is fixed at €90 excluding
acquisition fees. This maximum purchase price, however, may be adjusted in case of modifications to the nominal value of the share, increase
in capital by incorporation of reserves or other assets, or any other operation affecting equity in order to take these operations to account when
assessing the value of the share.
The company may purchase its own shares with a view to ensuring market activity. The acquisition of those shares may be done by any means
in one or more tranches on the stock market or privately, including via the acquisition of blocks of shares. These operations may be performed
at any time, on condition that they respect regulations in place at the time of the operations under consideration, with the exclusion of any
period of public share tender on the company’s capital.
The AGM decided that this authorisation would end eighteen months after this AGM.
104
DRAFT RESOLUTIONS (CONTINUED)
NOMINATION OF A DEPUTY AUDITOR
TWELFTH RESOLUTION
The firm S.S.E.C. having resigned as lead auditor, the AGM notes the appointment of Cabinet Royet as lead auditor for the time remaining on
his predecessor’s mandate, i.e. until the AGM of 2017 voting on the 2016 accounts.
The AGM appoints Mr. Serge Guillot, domiciled at 50-52, Avenue Chanoine Cartelier Saint-Genis-Laval (Rhône) as lead auditor, for the time
remaining on his predecessor’s mandate, i.e. until the AGM of 2017 voting on the 2016 accounts.
Extraordinary resolutions
INCREASE IN CAPITAL
THIRTEENTH RESOLUTION
Having read the report of the Board of Directors, the AGM:
1) Authorises the Board to increase the company’s capital in one or more tranches for a total nominal amount of €15,000,000 within a period
of 26 months by incorporating reserves, from profits or issue or merger premiums at the time of the creation and free distribution of shares
or an increase in the nominal value of existing shares.
2) Confers upon the Board the broadest powers within the framework of the law to fix all the characteristics, conditions and implementation of
these operations, and to take all necessary measures and perform all necessary formalities.
The AGM authorises the Board, in case of an allocation of new shares to shareholders, further to the incorporation of capital into reserves, from
profits or issue or merger premiums, to decide, by exemption to the provisions of article L.225-149 of the Commercial Code, that rights forming
fractional shares will not be negotiable and that the corresponding shares will be sold under the conditions established by law.
INCREASE IN CAPITAL RESERVED TO EMPLOYEES
The Board of Directors suggested rejecting this resolution which would be disadvantageous to the vast majority of shareholders. We would
remind you here that employees benefit from privileged access to Thermador Groupe shares via the mutual fund set up in 2001 (Cf page 61).
FOURTEENTH RESOLUTION
In compliance with article L.225-129-6 of the Commercial Code, amended by the law of February 19, 2001, relating to employee savings
schemes, the AGM authorises the Board to proceed with an increase in capital reserved to employees in the framework of its collective
management for an amount which would allow employees signed up to the company savings scheme to own at least 3% of the capital, i.e.
€306,320 corresponding to 38,290 shares, under conditions to be defined subsequently.
PROPOSAL FOR A RETURN TO THE PRINCIPLE OF 1 SHARE, 1 VOTE
The subject of dual voting rights allowed to the most stable shareholders has created some considerable discussion over the past twelve months.
For reasons of fairness and simplicity, we propose to modify our company bylaws to adopt the principle of 1 share, 1 vote.
FIFTEENTH RESOLUTION
Having heard the Board’s report, the AGM decides to cancel the notion of dual voting rights in the company bylaws and to consequently modify
the corresponding paragraph in article 22 of the bylaws relating to voting rights, which will now read as follows:
“Each shareholder has as many votes as he owns or represents shares, without limitation. In application of the provisions of article L225-123,
paragraph 3, of the Commercial Code, the ability to benefit from dual voting rights for shareholders whose shares have been registered for
more than two years, or any other period defined by law, in the name of that same shareholder, is expressly excluded from the terms and
conditions of these company bylaws. Votes shall be expressed either with a show of hands or by roll-call. Secret ballots can only be held at the
request of members representing the majority required for the vote of the resolution in question, personally or by proxy. In such cases, the AGM
establishes the procedure. As soon as this regulation comes into force, any shareholder may vote by correspondence using a form that complies
with legal requirements and which is only taken into account if it is received by the company two days at least before the date of the general
meeting. Forms giving no indication of vote or expressing abstention will be considered as negative votes”.
SIXTEENTH RESOLUTION
All powers are given to the holders of an original, an extract or a copy of these minutes, for the purposes of performing all formalities of
publication, filing and other that may be required, or necessary modifications to the company bylaws.
www.thermador-groupe.fr
Let us respect our planet
This annual report has been printed on silk cocoon paper,
EU Ecolabel : FR/011/003
100% recycled, 100% white and chlorine-free processed.
This is an eco-responsible choice using recycled paper waste.
It is environment-friendly and meets the highest environmental
certifications.
400 copies were made of the report published on February 29th 2016
Artistic management and execution: Opaline agency - +33 474 95 59 48
Photo credits: Betty Garcia, Axel Van Hessche, Opaline, Caleffi, Fini Nuair, photos aériennes Sol’Air, Fotolia - Illustrations 3D: Pixel de Lune
Parc d'Activités de Chesnes - 80, rue du Ruisseau
CS 10710
38297 ST-QUENTIN-FALLAVIER CEDEX - FRANCE
Tel. +33 474 95 63 28 - Fax +33 474 95 46 35
Website: http://www.thermador-groupe.fr

Mise en page 1 - Thermador Groupe

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