1Financial
and accounting information
- 1.1. Review of the Group's business and consolidated results
- 1.2. Outlook
- 1.3. Consolidated financial statements
- 1.4. Statutory auditors’ report on the consolidated financial statements for the year ended December 31, 2023
- 1.5 Review of Company’s business and financial results
- 1.6 Parent company’s financial statements for the year ended December 31, 2023
- 1.7. Statutory auditors’ report on the financial statements
1.1.Review of the Group's business and consolidated results
1.1.1.Events of the financial year
1.1.1.1.Notable facts
The worldwide automotive production showed strong dynamics in 2023 with a global production of 90.3 million light vehicles, corresponding to a 9.7% growth year on year. The market was supported by a very robust global demand and the progressive normalization of semi-conductor’s supply. The 2023 level exceeded the c. 89 million light vehicle production reached in 2019 (pre-Covid level), but with a different regional mix: in 2023, China represented 32% of worldwide light vehicle production (vs. 27% in 2019) and Europe represented 20% (vs. 24% in 2019).
Consistently with its early 2023 announcements, FORVIA has concluded its disengagement from Russia, with the sale of its three operating entities (Faurecia Environmental solutions‑Russia, Faurecia Automotive Solutions, Faurecia Interior Togliatti) in December 2023, after having obtained the necessary regulatory authorizations from the Russian administration. FORVIA have no operational activities in Russia since end of December 2023.
The impact of cost inflation has however persisted during the year 2023; compared to 2022, which predominantly caused by increase in raw material prices, cost inflation in 2023 mainly related to energy, labor and, to a lesser extent, raw material prices (some of them starting to go down).
During 2023, FORVIA signed and closed agreements finalizing the €1 billion first disposals program initiated in 2022 :
- ■the sale of the SAS Cockpit Modules division to the Motherson group for a value of €540 million (see Note 2.1);
- ■the sale of part of its exhaust after‑treatment business for commercial vehicles to the Cummins group for a value of €199.2 million (see Note 2.2);
- ■the sale of part of its stake in Symbio to Stellantis for a value of €150 million. Upon closing of this transaction FORVIA, Michelin and Stellantis will be equal partners in Symbio.
- ■the sale of HELLA BHTC shares for a total enterprise value of €600 million (€300 million for each of the two co-owners).
In August and November 2023, FORVIA’s corporate ratings assigned by S&P (BB), Moody’s (Ba2) and Fitch (BB+) were reaffirmed and the outlook was raised from “negative” to “stable” by the three rating agencies.
The Group’s financial debt stood at €6,987 million at December 31, 2023 compared to €7,939 million at December 31, 2022. The €952 million decrease in the net debt mainly stems from the positive net cash flow evolution, the disposals that took place in 2023 and other elements.
In accordance with IFRS 5, “net income of discontinued operations” presented in the consolidated statement of comprehensive income amounted to €-5.4 million including the operations of the SAS business from January 1, 2023 to July 31, 203 for total sales of €593.6 million as well as the net loss on disposal related to this activity of €-6.3 million and the directly incrementable expenses related to the sale.
The accounting principles and methods applied to discontinued operations are identical to those used for the annual financial statements.
MSCI leading ESG rating agency upgraded FORVIA’s rating from “BBB” to “A”. The agency welcomes positive evolution in the governance, specifically the alignment of the Board structure with investor’s interests. MSCI also highlights the entry in the Lighting business which has intrinsically lower exposure to product liability risks than other products in the auto supplier sector. After the previous upgrade from “BB” to “BBB” obtained in July 2022, this new step underlines the Group’s constant progress on ESG topics and now ranks FORVIA within the first quartile of the MSCI 32 auto components manufacturers universe.
1.1.1.2.Main events
January 2023
- ■FORVIA has successfully priced the New Notes, sustainability-linked 7.25% senior notes due 2026 (the “New Notes”) following a private placement arranged by BNP Paribas. FORVIA priced the New Notes at 101.75% of par, or a yield of 6.65%.
February 2023
- ■As announced in January FORVIA has issued on February 1, 2023 €250 million of New Notes, sustainability-linked 7.25% senior notes due 2026. The proceeds of the issuance of the New Notes will be used to fully reimburse the Bridge-to-Bond and the Bridge-to-Equity in connection with the HELLA acquisition and for general corporate purposes.
- ■FORVIA has entered in February 2023 into exclusive negotiations with Cummins for the potential sale of a part of its Commercial Vehicle exhaust aftertreatment business. The potential transaction would be subject to customary conditions precedents, including regulatory approvals and completion of applicable employee representative consultations.
- ■FORVIA has announced mid-February 2023 to have signed with the Motherson group an agreement by which Motherson commits to acquire FORVIA SAS Cockpit Modules division (assembly and logistics services), reported as part of its Interiors Segment, for an enterprise value of €540 million. The transaction will be subject to customary conditions precedents, including regulatory approvals.
- ■HELLA has appointed Jörg Weisgerber and Stefan van Dalen, two executives from its own ranks, to the Management Board. Jörg Weisgerber is taking over from Björn Twiehaus as head of HELLA’s electronics business on April 1. Stefan van Dalen is succeeding Dr. Lea Corzilius as new Managing Director Lifecycle Solutions also as of April 1. Jörg Weisgerber and Stefan van Dalen both joined HELLA back in 2016.
March 2023
- ■FORVIA has added to its operational capacity in the Americas with the opening of a new, state-of-the-art manufacturing facility in Monterrey, Nuevo León, Mexico. Featuring bioclimatic design principles to optimize energy efficiency and support the Group’s commitment to achieving carbon neutrality by 2045, the more than 33,500 square-meter facility will employ approximately 1,500 people and manufacture automotive seat structures, instrument panels, and center consoles aligned with industry megatrends in sustainability and light weighting.
April 2023
- ■Auto Shanghai 2023 – From electrification to captain chair: FORVIA displayed deep understanding of Chinese market. FORVIA showcased breakthrough technologies at Auto Shanghai, participating for the first time as the world’s 7th largest automotive technology supplier. FORVIA presented its new solutions developed for the Chinese market alongside its global state-of-the-art portfolio, including its award-winning Solid-State Lighting High-Definition headlamp (SSL | HD).
- ■FORVIA, attended Hannover Messe 2023, in Hannover, Germany alongside Symbio, its joint-venture created with Michelin. Two breakthrough hydrogen solutions for Automotive and Infrastructure in the European Market were showcased:
- ■containerized Hydrogen Storage: a lightweight storage solution aiming at drastically lowering the cost and CO2 footprint of transporting hydrogen, by storing c. 1 ton of H2 in the equivalent of a 40 feet container,
- ■XL Gaseous Storage: a new 700 bar tank for truck applications which increases hydrogen capacity by 80% vs current 350 bar solution and provides new vehicle integration opportunities.
May 2023
- ■FORVIA, Michelin and Stellantis have announced the signing of a binding agreement for Stellantis to acquire 33.3% stake in Symbio, a leader in zero-emission hydrogen mobility. FORVIA and Michelin will remain shareholders with 33.3% holding each.
- ■With the acquisition by Stellantis of a stake in Symbio (a joint venture between FORVIA and Michelin), confirmed in a joint press release by the three partners, FORVIA will receive a total amount of €150 million which will contribute to its €1 billion asset disposal program by the end of 2023. This asset disposal program includes two other operations already announced, representing together a cumulated enterprise value of almost €700 million:
- ■the sale of FORVIA’s SAS Cockpit Modules division (assembly and logistics services) to the Motherson group, announced on February 19, is currently subject to regulatory approvals and the closing is expected early Q3 2023,
- ■the sale of part of FORVIA’s commercial vehicle exhaust gas aftertreatment business in Europe and the United States, announced on February 16, is currently under exclusive and final negotiations with Cummins.
- These three operations are in addition to the two transactions already closed, the sale by FORVIA of its Interiors business in India to TAFE and the sale by HELLA of its stake in HBPO.
- FORVIA confirms it will deliver its €1 billion asset disposal program by the end of 2023. Those divestments contribute to FORVIA’s net debt reduction, its top priority following the acquisition of a majority stake in HELLA at the end of January 2022.
- ■FORVIA signed an agreement to transfer to Cummins a part of its commercial vehicle business in Europe and in the United States. Following an exclusive negotiations phase, FORVIA and Cummins have signed a Share and Asset Purchase Agreement under which FORVIA will sell a part of its commercial vehicle exhaust aftertreatment business in Europe and the US to Cummins for an enterprise value of €142 million after final technical adjustments.
- ■FORVIA boosts its renewable energy capacity to up to 70% across Europe with Renewable Power Capital deal. FORVIA continues to implement its decarbonization roadmap by signing a ten-year Power Purchase Agreement (PPA) with Renewable Power Capital. This deal is securing almost all the output from the 417 GWh, 24 wind turbines, Klevberget onshore farm in Sweden and will generate the equivalent of more than 40% of all FORVIA’s European yearly electric consumption. Building on existing deals, up to 70% of FORVIA’s consumption – 650 GWh – will be powered by renewable electricity thanks to a portfolio of 37 wind turbines. In addition to this capacity, 130 hectares of solar panels are being installed at more than 150 FORVIA sites, which provides up to 5% of its renewable energy mix.
- ■At the Shareholders’ Meeting of May 30, 2023, shareholders have renewed Denis Mercier as Board member for a period four years, and have appointed Esther Gaide and Dr Michael Bolle as Board members for a period four years. All three are considered as independent within the meaning of AFEP-MEDEF Code. Yan Mei and Dr Peter Mertens, whose terms of office expired at the close of this Shareholders’ Meeting, did not wish to be renewed.
June 2023
- ■The FORVIA Foundation joins forces with the Maud Fontenoy Foundation and Plastic Odyssey to protect the oceans. Through its Corporate Foundation, FORVIA, is extending its action to protect the environment by joining forces with the Maud Fontenoy Foundation and Plastic Odyssey, two renowned organizations dedicated to protecting marine biodiversity.
- ■FORVIA starts deliveries of hydrogen tanks from first mass production plant in France. Type IV Hydrogen tanks have started rolling out from FORVIA’s groundbreaking mass production plant in Allenjoie, France. This first-of-its-kind facility in Europe and North America aims to produce 100,000 tanks annually. With hydrogen as a driving force behind the decarbonization of mobility and industry, FORVIA is committed to delivering safe and affordable hydrogen storage technology.
July 2023
- ■FORVIA and BYD have launched the construction of a new state-of-the-art seat-assembly plant in the Rayong province of Thailand.
- This strategic leap strengthens the global technical partnership developed with Chinese electric vehicles manufacturer BYD, propelling both companies further into the Asia-Pacific market. The collaboration has already yielded impressive results, with seven cutting-edge factories established in China, including four within the past 18 months.
- ■HELLA, the automotive supplier operating under the umbrella brand FORVIA, and the luxury car manufacturer Porsche, have launched the world's first high-resolution headlamp based on matrix LED technology. With over 32,000 individually controllable pixels per headlamp, this agreement raises automotive lighting technology to a new level. The digital headlamp system SSL | HD is now available for the first time in the new Porsche Cayenne.
- ■FORVIA manufacturing sites received more than 80 supplier quality awards from customers around the world in the first six months of 2023. FORVIA sites received awards from a globally diverse range of customers located in Europe, Asia, and the Americas. The awards reflect a variety of Quality and Total Customer Satisfaction achievements including innovation, project support and development, problem solving, and response timing.
August 2023
- ■Motherson group has acquired 100% of “SAS” Cockpit Modules division (“SAS”), a global provider of assembly and logistics services for the automotive industry, based on an enterprise value of €540 million. Motherson is a diversified manufacturing specialist and one of the world’s leading automotive Group. The transaction complements its Modules and Polymer Products portfolio.
- ■In August 2023, FORVIA’s corporate ratings assigned by S&P (BB), Moody’s (Ba2) were reaffirmed and the outlook was raised from “negative” to “stable” by the two rating agencies
- ■FORVIA has confirmed the sale of part of its shareholding in Symbio to Stellantis, completed on July 27. It enabled Stellantis to acquire a stake alongside Michelin and FORVIA in the leading company for fuel cell mobility, with each shareholder holding 33.33%.
September 2023
- ■Five FORVIA Innovations were named Automotive News PACE and PACEpilot Finalists. FORVIA was honored to have five technologies selected as finalists for the 2023 Automotive News PACE and PACEpilot Awards. The PACE awards, now in their 29th year, are given to automotive suppliers in recognition of a technological innovation in product or process that have reached the commercial market. Automotive News had selected 34 finalists for the PACE award, including two FORVIA technologies:
- ■FORVIA’s Immersive Display, a next-generation system that combines high and low-definition screen areas to create a seamless user experience, customizable to screen shapes and sizes,
- ■FORVIA’s All-in-one seating innovation, where seat sensors can help identify potential physical pain.
- ■FORVIA has announced two innovations showcased in the Esprit Alpine trim of the highly anticipated, All-new Renault Rafale. These groundbreaking technologies, LUMI and Ecorium, are set to transform the way drivers interact with their vehicles, adding enhanced style, emotional connection and sustainability to the driving experience.
- ■FORVIA has showcased its technology at AAI Mobility, Europe’s largest automotive trade show. It presented its technology portfolio in three strategic growth areas at the IAA Mobility 2023 in Munich: Electrification and energy management, safe and automated driving, and digital and sustainable cockpit experiences.
- ■FORVIA has unveiled the world premiere of a seat structure made from fossil-free steel, produced with a very low CO2 footprint, reduced by almost 90% compared to a traditional steel seat structure. This groundbreaking achievement, realized through a collaboration with leading Nordic-based steel manufacturer SSAB, marked a momentous stride towards sustainable innovation.
- ■On September 11, FORVIA and CHERY, the world-renowned large-scale automobile manufacturing enterprise, signed a strategic cooperation agreement in presence of Patrick Koller, CEO of FORVIA; Ma Chuan, China Deputy Executive Vice President, Yin Tongyue, Chairman of CHERY and Qi Shilong, Deputy General Manager at CHERY among other guests. Based on the strong business synergy and solid cooperation foundation, FORVIA and CHERY established a long-term strategic partnership and further deepened all-round cooperation, especially in the field of smart cockpits.
- ■Bernard Schäferbarthold, currently Chief Financial Officer of HELLA, will become the new Chairman of the Management Board. This was decided by the Shareholders' Committee of HELLA GmbH & Co. KGaA at its meeting on September 29. Bernard Schäferbarthold will take over the position on January 1, 2024 from Michel Favre, who has mutually agreed with the Shareholders' Committee on an early termination of his mandate.
October 2023
- ■FORVIA confirmed the successful completion of the transaction first announced on May 23, 2023 transferring designated parts of FORVIA’s commercial vehicle exhaust aftertreatment business in Europe and in the United States, for a total transaction value of €199.2 million, to its longstanding partner Cummins. The decision to transfer this business to Cummins was part of FORVIA’s strategy to focus on ultra-low emission solutions for light vehicles, where it is a leader in the market, and its hydrogen roadmap to bring a comprehensive portfolio of hydrogen storage solutions to market.
- ■HELLA, jointly with MAHLE, has announced the sale of their BHTC shares for a total enterprise value of €600 million (€300 million for each of the two co-owners). With the divestment of its stake in BHTC (accounted for by the equity method within HELLA’s accounts), HELLA will strengthen its focus on its core business areas: Electronics, Lighting and Lifecycle Solutions. The transaction is subject to approval by the relevant foreign trade and antitrust authorities and closing is expected to take place by mid-2024.
- ■At its meeting on 19 October 2023, the Board of Directors of FORVIA SE decided to coopt with immediate effect Nicolas Peter as an independent Board member. This cooptation follows Jürgen Behrend's resignation for personal reasons. Nicolas Peter is co-opted for the remainder of Jürgen Behrend's term of office, i.e., until the 2026 Annual General Meeting. Nicolas Peter worked for the BMW Group in various positions for more than three decades and was the chief financial officer and a member of the Board of Management from 2017 to May 2023. He has been chairman of the Board of Trustees of the BMW Foundation Herbert Quandt since 2020. Nicolas Peter serves also as a member of the German Government Commission for the German Corporate Governance Code (GCGC).
- ■FORVIA has officially inaugurated its industrial platform in Allenjoie (France) in the presence of Ms. Marie-Guite Dufay, President of the Bourgogne-Franche-Comté region, Mr. Franck Robine, Prefet of the region and Mr. Bruno Bonnell, Secretary General for Investments. Inaugurated in 2023, the Allenjoie platform includes two major sites and is FORVIA’s technological flagship in France. One plant produces seating components at an unparalleled degree of digitalization and automation, making it one of our most advanced facilities worldwide. The other is the first mass production site of vehicle hydrogen storage systems in Europe and will allow production costs for hydrogen solutions to be cut by five within two years. By 2030, this “Clean Mobility” plant will produce 100,000 hydrogen tanks a year, supporting the evolution in transport from ultra-low to zero emissions. Both plants are industry-leading examples of sustainable production, meeting the strictest environmental standards. The platform’s rooftop solar arrays, biomass-fired boilers, heat recovery and rainwater sanitation systems have earned it BREEAM Excellent certification – the first awarded to an industrial site in France.
- ■FORVIA has concluded a groundbreaking contract with a premium German OEM to introduce VIBE®, its cutting-edge immersive technology that redefines consumers’ time behind the wheel. FORVIA’s VIBE® technology delivers an unparalleled and safe experience by embedding tactile sensations within the car seat, creating a fully-immersive journey. After five years of intensive research and development in collaboration with Aurasens, pioneers in vibro-haptic composition, VIBE® has been set to make its debut in a next-generation premium SUV end 2025.
- ■FORVIA received three accolades at the CLEPA Innovation Awards 2023. The European Association of Automotive Suppliers, CLEPA, has recognized FORVIA for its outstanding contributions to shaping the future of mobility. In the eighth edition of the international competition, with a focus on Digital and Green innovations, three technologies from different FORVIA Business Groups received an award from CLEPA:
- ■Automatic Diagnostics: a world’s-first strongly increasing vehicle repair efficiency,
- ■NAFILean-R: more recycled content in sustainable materials,
- ■XL Tank: game-changing solution to address the needs of Heavy-Duty hydrogen mobility.
November 2023
- ■FORVIA has been awarded a contract from a major automotive manufacturer to supply Type IV hydrogen storage systems for medium-duty commercial trucks in the North American market, with start of production in 2025.
- ■In November 2023 FORVIA’s corporate ratings assigned by Fitch (BB+) was reaffirmed and the outlook was raised from “negative” to “stable” by Fitch.
- ■FORVIA, has officially inaugurated its latest Electronics mega plant Poenix in Fengcheng (Jiangxi, China) in the presence of government representatives, partners and more than 40 customers. The Phoenix plant in Fengcheng, China, is best-in-class both in smart manufacturing and sustainability. This new Electronics megaplant uses end-to-end digitalization to produce electronics systems for cockpit displays and automated driving, with a capacity of 2 million units per year. It sets a precedent for FORVIA – the first plant to be designed using digital-twin technology at such a level and scale to simulate its 89 production lines and workflows in a virtual environment, allowing streamlined construction and improved operational efficiency. This strategic pilot plant is on track to become a full “lighthouse” for the group, setting the standard for other similar plants around the world with real-time data analysis, state-of-the-art automation tools and intelligent digitalized warehousing. It is also FORVIA’s first plant to achieve net zero on scopes 1 and 2: its green building design has been awarded LEED Gold certification.
- ■One year after its creation, MATERI'ACT, a company of the FORVIA group, inaugurated its Headquarters and R&D center in Villeurbanne (France) on November 13. At the cutting edge of technology, this center brings together engineers, researchers and data scientists, and is destined to become a world-class center of excellence, and one of Europe's leading centers in the field of materials with very low CO2 footprints.
- ■FORVIA, combining the complementary strengths of Faurecia and HELLA, has received four accolades at the CES 2024 Innovation Awards in the category “Vehicle Tech & Advanced Mobility”:
- ■HELLA’s FlatLight | µMX technology,
- ■Skyline Immersive Display,
- ■eMirror Safe UX,
- ■Light Tile for Transparent Door.
December 2023
- ■TMD Friction and HELLA, a company of the group FORVIA, have agreed to transfer the 50 percent share currently held by TMD Friction in the brake joint venture HELLA Pagid to HELLA. The two companies signed a letter of intent. HELLA would thus become the sole shareholder of HELLA Pagid. Founded in 2013, HELLA Pagid, a joint venture between automotive supplier HELLA and brake friction manufacturer TMD Friction, sells brake components and accessories on the global automotive aftermarket.
- ■Symbio, an equally owned joint venture between FORVIA, Michelin and Stellantis, has inaugurated SymphonHy, its first gigafactory, a center of technological and industrial excellence. Located in Saint-Fons, in the Auvergne-Rhône-Alpes region, SymphonHy is the largest integrated fuel cell production site in Europe, confirming Symbio's role as a technological and industrial leader.
- ■FORVIA has set up a 4-year strategic partnership with CentraleSupélec, a renowned French Higher Education and Research Institution specialized in engineering and systems sciences, to shape the future of Smart Vehicles. In pursuit of scientific advancements, FORVIA’s Clarion Electronics Business Group has harnessed its expertise and research activities in Artificial Intelligence (AI) for automotive applications, with a focus on data fusion and image processing.
- ■On December 8, 2023, FORVIA, successfully raised JPY19.2 billion – corresponding to c. €123 million - through a three-tranches senior bond issuance on the Japanese market. The three maturities of 2.25 years, 3.25 years and 5 years offer an average coupon of 2.62%. This transaction represented FORVIA’s first issuance of a “Samurai bond” – yen-denominated bonds issued by non-domestic issuers as well as the first-ever Samurai bond issuance by an international automotive supplier. It contributed to the diversification of FORVIA’s debt investor base and supports the globalization of its footprint.
- ■At its meeting held on December 14, 2023, the Board of Directors of FORVIA SE decided to propose, for approval at the 2024 Annual Shareholders’ Meeting, the renewal of the following Board members, each of whose current terms expire in 2024: Judy CURRAN, Jean-Bernard LÉVY, and Michel de ROSEN.
January 2024
- ■Effective 19th December 2023, Jill GREENE is appointed Executive Vice-President, Group General Counsel and Board Secretary. She succeeds Nolwenn DELAUNAY and reports to CEO of FORVIA Patrick KOLLER.
- ■Effective 1st January 2024, Chuan MA is appointed Executive Vice-President, China. He reports to the CEO of FORVIA Patrick Koller. This appointment takes place at a time when Chinese OEMs are becoming Global Automotive players in the context of electrification of the Automotive industry.
February 2024
- ■FORVIA, has been recognized for leadership in corporate transparency and performance on climate change by global environmental non-profit Carbon Disclosure Project (CDP), securing a place on its annual ‘A List’. Based on data reported through CDP’s 2023 Climate Change questionnaire, FORVIA is one of the very few companies that achieved ‘A’ – out of over 21,000 companies scored.
1.1.2.Automotive production
Worldwide automotive production increased by 9.7% from 2022 to 2023. It increased in EMEA (Europe Middle East and Africa) by 11.5%, increased in Americas by 8.6% and increased in Asia by 9.4%, of wich increased in China by 10.0%.
The data related to automotive production and volume evolution is based on S&P Global Mobility (ex-IHS Markit) forecast dated February 2024 (vehicles segment in line with CAAM for China).
Automotive production and volume evolution from 2022 to 2023
1.1.3.Sales
- ■a “Currency effect”, calculated by applying average currency rates for the period to the sales of the prior year;
- ■a “Scope effect” (acquisition/divestment);
- ■a “Growth at constant scope & currencies”.
As “Scope effect”, FORVIA presents all acquisitions/divestments, whose sales on an annual basis amount to more than €250 million. Other acquisitions below this threshold are considered as “bolt-on acquisitions” and are included in “Growth are constant currencies”.
(in € millions) |
H2 2023 |
Currencies |
Scope |
At constant scope & currencies |
H2 2022 restated |
---|---|---|---|---|---|
Product Sales |
12,872.7 |
(889.5) |
(100.5) |
1,276.9 |
12,585.8 |
Var. in % |
2.3% |
-7.1% |
-0.8% |
10.1% |
|
Tooling, Prototypes |
754.6 |
(60.8) |
(1.1) |
61.9 |
754.6 |
Var. in % |
0% |
-8.1% |
-0.1% |
8.2% |
|
Sales |
13,627.3 |
(950.3) |
(101.6) |
1,338.8 |
13,340.4 |
Var. in % |
2.2% |
-7.1% |
-0.8% |
10.0% |
|
* Scope effect includes CVI sales from September to December 2022. |
(in € million) |
2023 |
Currencies |
Scope |
At constant scope & currencies |
2022 restated |
---|---|---|---|---|---|
Product Sales |
25,950.2 |
(1,193.9) |
502.4 |
3,408.7 |
23,233.1 |
Var. in % |
11.7% |
-5.1 % |
2.2% |
14.7% |
|
Tooling, Prototypes |
1,297.7 |
(78.1) |
12.8 |
22.4 |
1,340.6 |
Var. in % |
-3.2% |
- 5.8 % |
1.0% |
1.7% |
|
Sales |
27,247.9 |
(1,272.0) |
515.2 |
3,431.1 |
24,573.7 |
Var. in % |
10.9% |
- 5.2 % |
2.1% |
14.0% |
|
* Scope effect includes HELLA sales of January 2023 and CVI sales from September to December 2022. |
Sales of products (parts, components and R&D sold to manufacturers) reached €25,950.2 million in 2023 compared to €23,233.1 million in 2022. This represents an increase of 11.7% on a reported basis and by an increase of 14.7% at constant scope & currencies.
Sales of tooling, prototypes and other services reached €1,297.7 million in 2023 compared to €1,340.6 million in 2022. This represents a decrease of 3.2% on a reported basis and an increase of 1.7% at constant scope & currencies.
Sales reached €27,247.9 million in 2023 compared to €24,573.7 million in 2022. This represents an increase of 10.9% on a reported basis and an increase of 14.0% at constant scope & currencies.
1.1.3.1.Sales by region
(in € million) |
H2 2023 |
Scope |
H2 2022 restated |
Reported |
At constant scope & currencies |
Automotive Production |
---|---|---|---|---|---|---|
EMEA |
6,121.1 |
(35.5) |
5,768.3 |
6.1% |
9.6% |
7.6% |
Americas |
3,582.3 |
(66.1) |
3,639.2 |
-1.6% |
11.4% |
5.4% |
Asia |
3,923.9 |
|
3,932.9 |
-0.2% |
9.4% |
8.5% |
o/w China |
3,142.3 |
|
3,150.9 |
-0.3% |
9.9% |
11.7% |
Total |
13,627.3 |
(101.6) |
13,340.4 |
2.2% |
10.0% |
7.7% |
* Scope effect includes CVI sales from September to December 2022. |
(in € million) |
2023 |
Scope |
2022 restated |
Reported |
At constant scope & currencies |
Automotive Production |
---|---|---|---|---|---|---|
EMEA |
12,650.6 |
327.6 |
11,050.2 |
14.5% |
14.0% |
11.5% |
Americas |
7,207.2 |
68.8 |
6,822.7 |
5.6% |
10.9% |
8.6% |
Asia |
7,390.1 |
118.8 |
6,700.8 |
10.3% |
17.0% |
9.4% |
o/w China |
5,850.8 |
104.6 |
5,282.5 |
10.8% |
17.7% |
10.0% |
Total |
27,247.9 |
515.2 |
24,573.7 |
10.9% |
14.0% |
9.7% |
* Scope effect includes HELLA sales of January 2023 and CVI sales from September to December 2022. |
- ■in EMEA, sales reached €12,650.6 million (46.4% of total sales), compared to €11,050.2 million in 2022. This represents an increase of 14.5% on a reported basis and by 14.0% at constant scope and currencies. This is to be compared to a 11.5% upturn in production market in EMEA;
- ■in Americas, sales reached €7,207.2 million (26.5% of total sales), compared to €6,822.7 million in 2022. This represents an increase of 5.6% on a reported basis and by 10.9% at constant scope and currencies. This is to be compared to a 8.6% upturn in production market in Americas;
- ■in Asia, sales reached €7,390.1 million (27.1% of total sales), compared to €6,700.8 million in 2022. This represents an increase of 10.3% on a reported basis and by 17.0% at constant scope and currencies. This is to be compared to a 9.4% upturn in Asia and 10.0% in China;
Worldwide sales amounted to €27,247.9 million compared to €24,573.7 million in 2022. This represents an increase of 10.9% on a reported basis and 14.0% at constant scope and currencies. This is to be compared to a 9.7% upturn in production market in the world source S&P Global Mobility (ex-IHS Markit) forecast dated February 2024.
1.1.3.2.Sales by customer
In 2023, sales to FORVIA four main customers (VW, Stellantis, Renault-Nissan - Mitsubishi, Ford) amounted to €12,557.9 million or 46.1% compared to 47.9% in 2022:
- ■sales to the VW group totaled €4,739.3 million. They accounted for 17.4% of FORVIA's total sales. They increased by 13.5% on a reported basis and by 12.7% at constant scope & currencies compared to 2022;
- ■sales to the Stellantis group totaled €3,391.6 million. They accounted for 12.4% of FORVIA's total sales. They increased by 1.1% on a reported basis and by 3.8% at constant scope & currencies compared to 2022;
- ■sales to Renault-Nissan - Mitsubishi totaled €2,231.1 million. They accounted for 8.2% of FORVIA's total sales. They increased by 10.9% on a reported basis and by 15.2% at constant scope & currencies compared to 2022;
- ■sales to the Ford group totaled €2,195.9 million. They accounted for 8.1% of FORVIA's total sales. They decreased by 1.2% on a reported basis and increaed by 8.5% at constant scope & currencies compared to 2022;
- ■sales to the Chinese OEMs totaled €2,190.9 million. They accounted for 8.0% of FORVIA's total sales. They increased by 2.9% on a reported basis and by 10.3% at constant scope & currencies compared to 2022;
- ■sales to the Mercedes-Benz group totaled €1,915.1 million. They accounted for 7.0% of FORVIA's total sales. They increased by 16.2% on a reported basis and by 12.6% at constant scope & currencies compared to 2022;
- ■sales to a Global vehicle company group totaled €1,624.1 million. They accounted for 6.0% of FORVIA's total sales. They increased by 34.2% on a reported basis and by 36.4% at constant scope & currencies compared to 2022;
- ■sales to the BMW group totaled €1,513.0 million. They accounted for 5.6% of FORVIA's total sales. They increased by 30.8% on a reported basis and by 28.0% at constant scope & currencies compared to 2022.
1.1.3.3.Sales by Business Group
(in € million) |
H2 2023 |
Scope |
H2 2022 restated |
Reported |
At constant scope & currencies |
---|---|---|---|---|---|
Seating |
4,303.2 |
|
4,174.4 |
3.1% |
10.3% |
Interiors |
2,484.7 |
|
2,473.2 |
0.5% |
8.0% |
Clean Mobility |
2,364.6 |
(101.6) |
2,451.0 |
-3.5% |
11.2% |
Electronics |
2,090.7 |
|
1,971.3 |
6.1% |
11.8% |
Lighting |
1,871.6 |
|
1,792.6 |
4.4% |
8.3% |
Lifecycle Solutions |
512.5 |
|
477.9 |
7.3% |
11.6% |
Total |
13,627.3 |
(101.6) |
13,340.4 |
2.2% |
10.0% |
* Scope effect includes CVI sales from September to December 2022. |
(in € million) |
2023 |
Scope |
2022 restated |
Reported |
At constant scope & currencies |
---|---|---|---|---|---|
Seating |
8,551.1 |
|
7,704.3 |
11.0% |
16.2% |
Interiors |
4,922.7 |
|
4,644.9 |
6.0% |
11.5% |
Clean Mobility |
4,832.2 |
(101.6) |
4,735.8 |
2.0% |
11.4% |
Electronic |
4,137.9 |
247.1 |
3,521.7 |
17.5% |
14.8% |
Lighting |
3,745.9 |
281.4 |
3,074.0 |
21.9% |
15.2% |
Lifecycle Solutions |
1,058.1 |
88.3 |
893.0 |
18.5% |
12.8% |
Total |
27,247.9 |
515.2 |
24,573.7 |
10.9% |
14.0% |
* Scope effect includes HELLA sales of January 2023 and CVI sales from September to December 2022. |
- ■Seating totaled €8,551.1 million sales, up 11.0% on a reported basis and up 16.2% at constant scope & currencies compared to 2022;
- ■Interiors totaled €4,922.7 million sales, up 6.0% on a reported basis and up 11.5% at constant scope & currencies compared to 2022;
- ■Clean Mobility totaled €4,832.2 million sales, up 2.0% on a reported basis and up 11.4% at constant scope & currencies compared to 2022;
- ■Electronics totaled €4,137.9 million sales, up 17.5% on a reported basis and up 14.8% at constant scope & currencies compared to 2022;
- ■Lighting totaled €3,745.9 million sales, up 21.9% on a reported basis and up 15.2% at constant scope & currencies compared to 2022;
- ■Lifecycle Solutions totaled €1,058.1 million sales, up 18.5% on a reported basis and up 12.8% at constant scope & currencies compared to 2022.
1.1.4.Operating income
- ■the operating income before amortization of acquired intangible assets totaled €1,439.1 million (5.3% of sales) in 2023, compared to €1,060.5 million (4.3% of sales) in 2022;
- ■gross expenditures for R&D totaled €2,197.5 million, or 8.1% of sales in 2023, compared to €2,067.5 million, or 8.4% of sales in 2022. The portion of R&D expenditure capitalized amounted to €1,269.9 million, compared to €1,170.8 million in 2022. The R&D capitalization ratio represented 57.8% of total R&D expenditure, whereas it represented 56.6% over the same period in 2022;
- ■the net R&D expenses reached €953.0 million (3.5% of sales) compared to €896.0 million in 2022 (3.6% of sales);
- ■selling and administrative expenses reached €1,270.3 million (4.7% of sales) compared to €1,175.1 million (4.8% of sales) in 2022;
- ■adjusted EBITDA – which represents operating income before depreciation, amortization and provisions for impairment of property, plant and equipment and capitalized R&D expenditures – totaled to €3,328.0 million (12.2% of sales), to be compared to €2,907.3 million (11.8% of sales) in 2022.
1.1.4.1.By region
- ■in EMEA, the operating income increased by €141.4 million, to reach €316.4 or 2.5% of sales. This is to be compared to €175.0 million or 1.6% in 2022;
- ■in Americas, the operating income increased by €132.6million, to reach €308.1 or 4.3% of sales. This is to be compared to €175.5 million or 2.6% in 2022;
- ■in Asia, the operating income increased by €104.5 million, to reach €814.5 or 11.0% of sales. This is to be compared to €710.0 million or 10.6% in 2022.
1.1.4.2.By Business Group
(in € millions) |
H2 2023 |
H2 2022 restated |
||||
---|---|---|---|---|---|---|
Sales |
Operating |
% |
Sales |
Operating |
% |
|
Seating |
4,303.2 |
175.4 |
4.1% |
4,174.4 |
132.4 |
3.2% |
Interiors |
2,484.7 |
107.4 |
4.3% |
2,473.2 |
128.8 |
5.2% |
Clean Mobility |
2,364.6 |
193.3 |
8.2% |
2,451.0 |
184.4 |
7.5% |
Electronics |
2,090.7 |
131.1 |
6.3% |
1,971.3 |
77.9 |
4.0% |
Lighting |
1,871.6 |
101.5 |
5.4% |
1,792.6 |
95.8 |
5.3% |
Lifecycle Solutions |
512.5 |
55.5 |
10.8% |
477.9 |
43.4 |
9.1% |
Total. |
13,627.3 |
764.2 |
5.6% |
13,340.4 |
662.7 |
5.0% |
(in € millions) |
2023 |
2022 restated |
||||
---|---|---|---|---|---|---|
Sales |
Operating |
% |
Sales |
Operating |
% |
|
Seating |
8,551.1 |
314.7 |
3.7% |
7,704.3 |
197.0 |
2.6% |
Interiors |
4,922.7 |
200.9 |
4.1% |
4,644.9 |
191.3 |
4.1% |
Clean Mobility |
4,832.2 |
383.7 |
7.9% |
4,735.8 |
336.3 |
7.1% |
Electronics |
4,138.0 |
219.4 |
5.3% |
3,521.7 |
140.8 |
4.0% |
Lighting |
3,745.8 |
192.8 |
5.1% |
3,074.0 |
106.5 |
3.5% |
Lifecycle Solutions |
1,058.1 |
127.6 |
12.1% |
893.0 |
88.5 |
9.9% |
Total |
27,247.9 |
1,439.1 |
5.3% |
24,573.7 |
1,060.5 |
4.3% |
- ■Seating operating income amounted to € 314.7 million (3.7% of sales) compared to € 197.0 million in 2022 (2.6% of sales);
- ■Interiors operating income amounted to € 200.9 million (4.1% of sales) compared to € 191.3 million in 2022 (4.1% of sales);
- ■Clean Mobility operating income amounted to € 383.7 million (7.9% of sales) compared to € 336.3 million in 2022 (7.1% of sales);
- ■Electronics operating income amounted to € 219.4 million (5.3% of sales) compared to € 140.8 million in 2022 (4.0% of sales);
- ■Lighting operating income amounted to € 192.8 million (5.1% of sales) compared to € 106.5 million in 2022 (3.5% of sales);
- ■Lifecycle Solutions operating income amounted to €127.6 million (12.1% of sales) compared to € 88.5 million in 2022 (9.9% of sales).
1.1.5.Net income
The net income group share is a gain of €222.2 million, or 0.8% of sales in 2023. This is to be compared to a loss of €381.8 million or -1.6% of sales in 2022. It represented an increase of €604.0 million.
- ■the amortization of intangible assets acquired represented an expense of €193.2 million compared to an expense of €189.9 million in 2022;
- ■the “other non-recurring operating income and expenses” represented an expense of €181.4 million, compared to an expense of €442.5 million in 2022. This item included €170.8 million in restructuring charges compared to an expense of €349.2 million in 2022;
- ■financial income amounted to €90.7 million, compared to €50.3 million in 2022;
- ■financial costs totaled €586.2 million, versus €377.1 million in 2022, mainly because of an increase in interest rates;
- ■other financial income and expense represented an income of €36.6 million, of which € 158.0 millions due to the partial session of Symbio shares and CVI activities, compared to an expense of €168.4 million in 2022. This income included €22.4 million from discounting pension benefit liabilities;
- ■the tax expense reached €232.4 million, compared to €177.0 million in 2022;
- ■the share of net income of associates is a loss of €2.2 million, compared to a gain of €11.4 million in 2022;
- ■net income attributable to minority interests totaled €143.4 million in 2023. It consists of net income accruing to investors in companies in which FORVIA is not the sole shareholder, mainly in China and HELLA, compared to €131.4 million in 2022.
Basic earnings per share amounted to €1.17 (diluted net earnings per share at €1.16) compared to €-2.20 in 2022 (diluted net earnings per share at €-2.20).
1.1.6.Financial structure
1.1.6.1.Net cash flow
Net cash flow |
2023 |
2022 restated |
---|---|---|
Operating income (before amortization of acquired intangible assets) |
1,439.1 |
1,060.5 |
Depreciations and amortizations of assets |
1,888.9 |
1,846.8 |
EBITDA adjusted |
3,328.0 |
2,907.3 |
Change in working capital requirement |
769.9 |
588.3 |
Paid restructuring |
(170.2) |
(181.9) |
Capital expenditures |
(1,137.3) |
(1,137.0) |
Capitalized development costs |
(1,046.0) |
(954.2) |
Paid finance costs net of income |
(529.0) |
(362.4) |
Paid taxes |
(515.3) |
(362.1) |
Other |
(51.1) |
(14.6) |
Net cash flow |
649.1 |
483.4 |
The net cash flow was an inflow of €649.1 million or 2.4% of sales compared to a net cash inflow of €483.4 million or 2.0% of sales over the same period in 2022 after IFRS 5:
- ■the operating margin before depreciations and amortizations of non-current assets or adjusted EBITDA reached €3,328.0 million compared to €2,907.3 million in 2022, due to the increase in operating income by €378.6 million and the increase in depreciation and amortization by €42.1 million;
- ■restructuring represented cash outflows of €170.2 million compared to €181.9 million in 2022;
- ■the change in working capital requirement, including receivables factoring, represented a positive impact of €769.9 million compared to a positive impact of €588.3 million in 2022. This change consisted in part of a negative impact in inventories of €135.1 million mainly concentrated on Tooling inventories with €139.1 million, a positive impact in trade receivables of €207.6 million, payables of €444.2 million and other trade receivables and payables for €253.2 million. The evolution of these balance sheet positions was impacted by exchange rate changes;
- ■capital expenditures on property, plant and equipment and on intangible assets represented cash outflows of €1,137.3 million or 4.2% of sales , versus €1,137.0 million or 4.6% of sales in 2022;
- ■capitalized research and development costs represented cash outflows of €1,046.0 million or 3.8% of sales, versus €954.2 million or 3.9% of sales in 2022;
- ■income taxes represented cash outflows of €515.3 million, compared to €362.1 million in 2022;
- ■finally, other cash flow items represented €51.1 million in outflows, compared to €14.6 million in outflows in 2022.
Growth in net cash flow in 2023 is supported by the initial results of the "Manage by cash" program launched in mid-2022.
1.1.6.2.Reconciliation between net cash flow and cash provided by operating and investing activities
(in € millions) |
Notes |
2023 |
2022 restated |
---|---|---|---|
Net cash flow |
|
649.1 |
483.4 |
Other changes |
|
0.0 |
0.0 |
Net cash flow |
|
649.1 |
483.4 |
Acquisitions/Sales of investments and business |
2.3 |
303.6 |
(4 885.5) |
Proceed from disposal of financial assets from continued activities |
2.3 |
0.0 |
0.0 |
Other changes from continued activities |
2.3 |
30.9 |
628.7 |
Financing surplus (used) from discontinued operations |
2.3 |
106.8 |
(12.6) |
Other changes from discontinued activities |
|
0.0 |
0.0 |
Surplus (used) from operating and financing activities |
2.3 |
1 090.4 |
(3 786.1) |
1.1.6.3.Net Debt
The main elements of long-term financial resources are the following (Note 26 provides more details on each of these financings).
- ■€300 million euros (1.00%) of bonds issued by Hella, maturing in May 2024;
- ■€1,000 million (2.625%) of bonds maturing in June 2025;
- ■¥11.7 billion (2.48%) of bonds maturing in March 2026;
- ■€750 million (3.125%) of bonds maturing in June 2026;
- ■€950 million (7.25%) of sustainability-linked bonds maturing in June 2026 (of which €150 million have been tendered in 2023 bringing the balance at the end of December 2023 to 799.9 million euros);
- ■€500 million (0.50%) of Hella bonds maturing in January 2027;
- ■€1,200 million (2.75%) of sustainability-linked bonds maturing in February 2027;
- ■¥6.8 billion (2.81%) of bonds maturing in March 2027;
- ■€890 million (2.375%) of bonds maturing in June 2027 (including a tap of €190 million issued in February 2021);
- ■€700 million (3.75%) of bonds maturing in June 2028;
- ■¥0.7 billion (3.19%) of bonds maturing in December 2028;
- ■€400 million (2.375%) of Green Bonds maturing in June 2029;
- ■¥12 billion (3.50%) of Hella Note maturing in 2032.
- ■213 million euros (out of the 700 million euros issued in 2018 and partially repaid since then) maturing in December 2024;
- ■747 million euros issued in 2021 and 2022, maturing in July 2024, January 2026, January 2027 and January 2028.
- ■ a ¥30 billion credit facility maturing in February 2026. As at December 31. 2023, this facility was used up to ¥20 billion;
- ■a €315 million Credit Agreement with the European Investment Bank (EIB) maturing in July 2029 ; the amount drawn under the facility is €289 million euros as of December 31, 2023;
- ■a $300 million syndicated loan, signed by Faurecia Sistemas Automotrices SA DE CV with Latin American investors, maturing in March 2028;
- ■a €500 million Term loan maturing in June 2026 with two one-year extension options;
- ■a ¥10,000 million loan signed by Hella with maturity June 2033.
Besides, Forvia holds a €1,500 million syndicated credit facility whose maturity has been extended to May 2027, with a remaining one-year maturity extension option. As at December 31, 2023, this facility was not used and fully available for its total amount.
Hella’s syndicated credit facility amounts to €450 million, with one option to increase the available amount by €150 million and its maturity is December 2026, with a remaining one-year maturity extension option. As at December 31, 2023, this facility was not used and fully available for its total amount.
1.2.Outlook
2024 GUIDANCE
- ■broadly stable worldwide automotive production in 2024 vs. 2023, in line with S&P’s latest forecast dated February 2024 that estimates 90.0 million light vehicles produced in 2024 vs. 90.3 million in 2023 (-0.4%);
- ■average 2024 currency rates of 1.10 for €/USD and of 7.50 for €/CNY.
And assumes no major lockdown impacting production or retail sales in any automotive region during the year.
- ■a limited negative scope effect on sales of c. €50 million as the net effect of the disposal of the CVI business to Cummins (deconsolidated as from Q4 2023) for €(300) million largely offset by the consolidation as from January 1, 2024 of HELLA’s joint-venture in Lighting in China for c. €250 million;
- ■the impact of the first step, already announced, of the second €1 billion disposal program underway, i.e. the disposal by HELLA of its 50% stake in BHTC that should contribute cash proceeds estimated at c. €200 million.
- ■sales of between €27.5 billion and 28.5 billion;
- ■operating margin between 5.6% and 6.4% of sales;
- ■NCF ≥ 2023 in value;
- ■net debt/Adjusted EBITDA ratio ≤ 1.9x at Dec. 31, 2024.
ON TRACK TO POWER25 AMBITION
The Group reiterates its FY2025 objectives, as presented at the Capital Markets Day held in November 2022:
- ■sales of c. €30bn;
- ■operating margin > 7% of sales;
- ■NCF of 4% sales;
- ■net debt/Adjusted EBITDA ratio of < 1.5x at Dec. 31, 2025.
1.3.Consolidated financial statements
In the financial statements reported thereafter, please note that figures reported for the year 2023 include 12 months of activity of HELLA (major acquisition of 2022) vs 11 months in 2022.
1.3.1.Consolidated statement of comprehensive income
(in € million) |
Notes |
2023 |
2022 restated* |
---|---|---|---|
Sales |
4 |
27,247.9 |
24,573.7 |
Cost of sales |
5 |
(23,585.5) |
(21,442.1) |
Research and development costs |
5 |
(953.0) |
(896.0) |
Selling and administrative expenses |
5 |
(1,270.3) |
(1,175.1) |
Operating income |
4 |
1,439.1 |
1,060.5 |
Amortization of intangible assets acquired in business combinations |
11 |
(193.2) |
(189.9) |
Operating income |
|
1,245.9 |
870.6 |
Other non-recurring operating income |
6 |
7.8 |
1.8 |
Other non-recurring operating expense |
6 |
(189.2) |
(444.3) |
Income from loans, cash investments and marketable securities |
|
90.7 |
50.3 |
Finance costs |
7 |
(586.2) |
(377.1) |
Other financial income and expense |
7 |
36.6 |
(168.4) |
Income before tax of fully consolidated companies |
|
605.6 |
(67.1) |
Taxes |
8 |
(232.4) |
(177.0) |
of which deferred taxes |
8 |
181.6 |
177.5 |
Net income (loss) of fully consolidated companies |
|
373.2 |
(244.1) |
Share of net income of associates |
13 |
(2.2) |
11.4 |
Net income from continued operations |
|
371.0 |
(232.7) |
Net income from discontinued operations |
2.1 |
(5.4) |
(17.7) |
Consolidated net income (loss) |
|
365.6 |
(250.4) |
Attributable to owners of the parent |
|
222.2 |
(381.8) |
Attributable to minority interests from continued operations |
23 |
143.4 |
131.4 |
Attributable to minority interests from discontinued operations |
|
0.0 |
0.0 |
Basic earnings (loss) per share (in €) |
9 |
1.13 |
(2.20) |
Diluted earnings (loss) per share (in €) |
9 |
1.12 |
(2.20) |
Basic earnings (loss) from continued operations per share (in €) |
9 |
1.15 |
(2.10) |
Diluted earnings (loss) from continued operations per share (in €) |
9 |
1.15 |
(2.10) |
Basic earnings (loss) from discontinued operations per share (in €) |
9 |
(0.03) |
(0.10) |
Diluted earnings (loss) from discontinued operations per share (in €) |
9 |
(0.03) |
(0.10) |
* See Note 1 C. |
Other comprehensive income
(in € million) |
Notes |
2023 |
2022 restated* |
---|---|---|---|
Consolidated net income (loss) |
|
365.6 |
(250.4) |
Amounts to be potentially reclassified to profit or loss from continued operations |
|
(320.6) |
79.5 |
Gains (losses) arising on fair value adjustments to cash flow hedges |
|
(25.6) |
92.6 |
of which recognized in equity |
|
69.1 |
82.5 |
of which transferred to net income (loss) for the period |
|
(94.7) |
10.1 |
Exchange differences on translation of foreign operations |
|
(297.7) |
11.8 |
Tax impact |
|
2.6 |
(24.9) |
Amounts not to be reclassified to profit or loss from continued operations |
|
(29.2) |
168.6 |
Actuarial gain/(loss) on post-employment benefit obligations |
25 |
(43.0) |
244.2 |
Tax impact |
|
13.8 |
(75.6) |
Other comprehensive income from discontinued operations |
|
(13.3) |
(8.9) |
Total comprehensive income (expense) for the period |
|
2.5 |
(11.2) |
Attributable to owners of the parent |
|
(102.2) |
(150.8) |
Attributable to minority interests |
|
104.7 |
139.6 |
* See Note 1 C. |
1.3.2.Consolidated balance sheet
Assets
(in € million) |
Notes |
2023 |
2022 * |
---|---|---|---|
Goodwill |
10 |
5,129.6 |
5,260.3 |
Intangible assets |
11 |
4,374.8 |
4,590.1 |
Property, plant and equipment |
12A |
4,934.9 |
5,055.8 |
Right-of-use assets |
12B |
946.1 |
1,183.5 |
Investments in associates |
13 |
307.8 |
333.9 |
Other equity interests |
14 |
116.4 |
128.5 |
Other non-current financial assets |
15 |
156.5 |
158.1 |
Other non-current assets |
16 |
154.7 |
187.1 |
Deferred tax assets |
8 |
852.9 |
690.5 |
Total non-current assets |
|
16,973.7 |
17,587.8 |
Inventories, net |
17 |
2,903.7 |
2,924.2 |
Contract assets |
|
149.6 |
275.6 |
Trade accounts receivables |
18 |
4,132.9 |
5,065.9 |
Other operating receivables |
19 |
593.4 |
720.5 |
Other receivables |
20 |
1,449.2 |
1,425.7 |
Other current financial assets |
30 |
8.8 |
17.6 |
Cash and cash equivalents |
21 |
4,273.9 |
4,201.1 |
Total current assets |
|
13,511.5 |
14,630.6 |
Assets held for sale |
|
0.0 |
N/A |
Total assets |
|
30,485.2 |
32,218.4 |
* See Note 1 C. |
|
|
|
Liabilities
(in € million) |
Notes |
2023 |
2022 * |
---|---|---|---|
Equity |
|
|
|
Capital |
22 |
1,379.6 |
1,379.6 |
Additional paid-in capital |
|
1,408.7 |
1,408.7 |
Treasury stock |
|
(0.2) |
(4.5) |
Retained earnings |
|
1,759.1 |
2,162.5 |
Translation adjustments |
|
(260.0) |
(16.5) |
Net income (loss) |
|
222.2 |
(381.8) |
Equity attributable to owners of the parents |
|
4,509.4 |
4,548.0 |
Minority interests |
23 |
1,662.0 |
1,691.1 |
Total shareholders' equity |
|
6,171.4 |
6,239.1 |
Non-current provisions |
25 |
630.0 |
575.2 |
Non-current financial liabilities |
26 |
8,686.7 |
9,106.2 |
Non-current lease liabilities |
26 |
836.5 |
1,049.2 |
Other non-current liabilities |
|
72.0 |
48.2 |
Deferred tax liabilities |
8 |
327.8 |
390.4 |
Total non-current liabilities |
|
10,553.0 |
11,169.2 |
Current provisions |
24 |
602.9 |
795.5 |
Current financial liabilities |
26 |
1,544.8 |
1,773.7 |
Current portion of lease liabilities |
26 |
219.1 |
251.8 |
Prepayments on customers contracts |
|
1,051.4 |
975.4 |
Trade payables |
27 |
8,397.9 |
9,181.3 |
Accrued taxes and payroll costs |
27 |
1,061.3 |
1,104.3 |
Sundry payables |
28 |
883.4 |
728.1 |
Total current liabilities |
|
13,760.8 |
14,810.1 |
Liabilities linked to assets held for sale |
|
0.0 |
N/A |
Total equity and liabilities |
|
30,485.2 |
32,218.4 |
* See Note 1 C. |
|
|
|
1.3.3.Consolidated cash flow statement
(in € million) |
Notes |
2023 |
2022 restated* |
---|---|---|---|
I- Operating activities |
|
|
|
Operating income (before amortization of acquired intangible assets) |
|
1,439.1 |
1,060.5 |
Depreciations and amortizations of assets |
5.5 |
1,888.9 |
1,846.8 |
o/w depreciations and amortizations of R&D assets |
5.5 |
712.4 |
684.5 |
o/w other depreciations |
|
1,176.5 |
1,162.3 |
EBITDA adjusted |
|
3,328.0 |
2,907.3 |
Operating current and non-current provisions |
|
(143.8) |
(99.3) |
Capital (gains) losses on disposals of operating assets |
|
5.0 |
(2.4) |
Paid restructuring |
|
(170.2) |
(181.9) |
Paid finance costs net of income |
|
(529.0) |
(362.4) |
Other non-recurring operating income and expenses paid |
|
(1.1) |
(79.4) |
Paid taxes |
|
(515.3) |
(362.1) |
Dividends from associates |
|
19.7 |
24.4 |
Change in working capital requirement |
|
769.9 |
588.3 |
Change in inventories |
|
(135.1) |
(154.1) |
o/w R&D inventories increase |
5.4 |
(223.8) |
(216.7) |
o/w R&D inventories decrease |
|
237.4 |
194.9 |
Change in trade accounts receivables |
|
207.6 |
(395.8) |
Change in trade payables |
|
444.2 |
1,144.0 |
Change in other operating receivables and payables |
|
214.2 |
56.9 |
Change in other receivables and payables (excl. Tax) |
|
39.0 |
(62.8) |
Operating cash flows from discontinued activities |
|
(148.9) |
32.0 |
Cash flows provided by (used in) operating activities |
|
2,614.5 |
2,464.6 |
II- Investing activities |
|
|
|
Additional property, plant and equipment |
12 |
(1,122.9) |
(1,119.3) |
Additional intangible assets |
11 |
(14.4) |
(17.7) |
Capitalized development costs |
5.4 & 11 |
(1,046.0) |
(954.2) |
Acquisitions/Sales of investments and business (net of cash and cash equivalents) |
|
303.6 |
(4,885.5) |
Proceeds from disposal of property, plant and equipment |
|
46.6 |
21.0 |
Proceed from disposal of financial assets |
|
0.0 |
0.0 |
Change in investment-related receivables and payables |
|
22.3 |
120.9 |
Other changes |
|
30.9 |
628.7 |
Investing cash flows from discontinued operations |
|
255.7 |
(44.6) |
Cash flows provided by (used in) investing activities |
|
(1,524.1) |
(6,250.7) |
Cash provided by (used in) operating and investing activities (I) + (II) |
|
1,090.4 |
(3,786.1) |
III- Financing activities |
|
|
|
Shares issued by Forvia and fully consolidated companies (net of costs) |
|
1.5 |
1,216.8 |
Dividends paid to owners of the parent company |
|
(0.0) |
(0.0) |
Dividends paid to minority interests in consolidated subsidiaries |
|
(132.5) |
(54.9) |
Acquisitions/disposals of treasury stocks |
|
1.3 |
(1.1) |
Debt securities issued and increase in other financial liabilities |
|
588.1 |
4,739.7 |
Repayment of debt and other financial liabilities |
|
(1,162.0) |
(2,539.8) |
Repayments on lease debts |
|
(246.0) |
(239.9) |
Financing cash flows from discontinued activities |
|
60.6 |
(0.9) |
Net cash provided by (used in) financing activities |
|
(889.0) |
3,119.9 |
IV- Other changes in cash and cash equivalents |
|
|
|
Impact of exchange rate changes on cash and cash equivalents |
|
(123.3) |
(38.4) |
Net cash flows from discontinued operations |
|
24.5 |
(29.7) |
Net increase (decrease) in cash and cash equivalents |
|
102.5 |
(734.3) |
Cash and cash equivalents at the beginning of period |
|
4,171.4 |
4,905.7 |
Cash and cash equivalents at end of period |
|
4,273.9 |
4,171.4** |
* See Note 1C. ** Cash and cash equivalents at end of 2022 are only restated in consolidated cash flow statement (cf. note 1C). |
The net cash flow amounts to €649.1 million as of December 31, 2023 and €483.4 million as of December 31, 2022 restated (see chapter 1, paragraph 1.1.6).
1.3.4Consolidated statement of changes in equity
(in € million) |
Number of shares (1) |
Capital stock |
Addit- |
Treasury Stock |
Retained earnings and net income (loss) for the period |
Valuation adjustments |
Equity attribu- |
Minority interests |
Total |
||
---|---|---|---|---|---|---|---|---|---|---|---|
Trans- |
Cash |
Actuarial gain/(loss) on post employ- |
|||||||||
Shareholders' equity as of January 1, 2022 before appropriation of net income (loss) |
138,035,801 |
966.3 |
605.2 |
(4.0) |
1,993.2 |
(34.3) |
2.2 |
(103.0) |
3,425.6 |
386.3 |
3,811.9 |
Net income (loss) |
|
|
|
|
(381.8) |
|
|
|
(381.8) |
131.4 |
(250.4) |
Other comprehensive income |
|
|
|
|
|
17.3 |
63.5 |
150.2 |
231.0 |
8.2 |
239.2 |
Comprehensive income |
|
|
|
|
(381.8) |
17.3 |
63.5 |
150.2 |
(150.8) |
139.6 |
(11.2) |
Capital increase (2) |
59,053,539 |
413.3 |
803.5 |
|
|
|
|
|
1,216.9 |
|
1,216.9 |
2021 dividends |
|
|
|
|
|
|
|
|
0.0 |
(55.2) |
(55.2) |
Allocation of free shares |
|
|
|
|
9.2 |
|
|
|
9.2 |
|
9.2 |
Purchases and sales of treasury stock |
|
|
|
(0.5) |
|
|
|
|
(0.5) |
|
(0.5) |
Changes in scope of consolidation and other |
|
|
|
|
184.1 |
0.5 |
(51.1) |
(85.9) |
47.7 |
1,220.4 |
1,268.1 |
Shareholders' equity as of December 31, 2022 before appropriation of net income (loss) |
197,089,340 |
1,379.6 |
1,408.7 |
(4.5) |
1,804.7 |
(16.5) |
14.7 |
(38.7) |
4,548.0 |
1,691.1 |
6,239.1 |
Net income (loss) |
|
|
|
|
222.2 |
|
|
|
222.2 |
143.4 |
365.6 |
Other comprehensive income |
|
|
|
|
|
(277.8) |
(21.6) |
(25.0) |
(324.4) |
(38.7) |
(363.1) |
Comprehensive income |
|
|
|
|
222.2 |
(277.8) |
(21.6) |
(25.0) |
(102.2) |
104.7 |
2.5 |
Capital increase |
|
|
|
|
|
|
|
|
0.0 |
6.8 |
6.8 |
2022 dividends |
|
|
|
|
|
|
|
|
0.0 |
(142.6) |
(142.6) |
Allocation of free shares |
|
|
|
|
8.4 |
|
|
|
8.4 |
|
8.4 |
Purchases and sales of treasury stock |
|
|
|
4.3 |
|
|
|
|
4.3 |
|
4.3 |
Changes in scope of consolidation and other |
|
|
|
|
16.9 |
34.3 |
0.0 |
(0.3) |
50.9 |
2.0 |
52.9 |
Shareholders' equity as of December 31, 2023 before appropriation of net income (loss) |
197,089,340 |
1,379.6 |
1,408.7 |
(0.2) |
2,052.2 |
(260.0) |
(6.9) |
(64.0) |
4,509.4 |
1,662.0 |
6,171.4 |
|
1.3.5.Notes to the consolidated financial statements
FORVIA comprises the complementary technology and industrial strengths of FORVIA and HELLA, and is the 7th largest global automotive supplier.
FORVIA S.E is a European company which registered office is located at 23-27, avenue des Champs-Pierreux, 92000 Nanterre (Hauts-de-Seine department) in France. The Company is listed on Euronext Paris.
The consolidated financial statements were approved by FORVIA’s Board of Directors on February 16, 2024.
The accounts were prepared on a going concern basis.
Note 1Summary of significant accounting policies
1.AAccounting principles
The consolidated financial statements of the FORVIA group have been prepared in accordance with International Financial Reporting Standards (IFRS) published by the IASB, as adopted by the European Union and available on the European Commission website. These standards include International Financial Reporting Standards and International Accounting Standards (IAS), as well as the related International Financial Reporting Interpretations Committee (IFRIC) interpretations.
The standards used to prepare the 2023 consolidated financial statements and comparative data for 2022 are those published in the Official Journal of the European Union (OJEU) as of December 31, 2023, whose application was mandatory at that date. The new standards, amendments and revisions to the existing standards, whose publication is mandatory from January 1, 2023, have no significant impact on the Group consolidated financial statements.
Concerning the amendments to IAS 12 « International Tax Reform – Pillar 2 Model Rules » published in the OJEU on November 9, 2023, the Group has applied the temporary and mandatory exception related to accounting of deferred tax related to the Pillar 2 income taxes.
The Finance law published in the Official Journal on December 30, 2023 has transposed the European Directive 2022/2023, in order to implement the OECD tax reform (“Pillar 2”). This law is applicable for all accounting periods starting from December 31, 2023 and enforces for all big multinational companies a minimum taxation on income generated in each of the jurisdictions where they are active. The Group has performed the estimation of the potential impacts. In most of the cases, the application of the transitory measures should be possible, generating nil additional income tax. For the countries where these transitory measures can not be applied, no significant impact is expected for the Group.
Moreover, FORVIA has not undertaken any early application of new standards, amendments or interpretations whose application is mandatory after December 31, 2023, irrespective of whether or not they are adopted by the European Union.
The principal accounting policies considered have been applied consistently to all presented periods. Specifically, the operating margin (before amortization of intangible assets acquired) is the FORVIA group’s principal performance indicator. It corresponds to net income of the fully consolidated companies before:
- ■the amortization of intangible assets acquired in business combinations (customer relationship…);
- ■other non-recurring operating income and expenses, corresponding to material, unusual and non-recurring items including reorganization costs and early retirement costs, the impact of exceptional events such as the discontinuation of a business, the closure of an industrial site, disposals of non-operating buildings, impairment losses and reversals recorded for property, plant and equipment or intangible assets, as well as other material and unusual losses;
- ■income on loans, cash investments and marketable securities;
- ■finance costs;
- ■other financial income and expenses, which include the impact of discounting the pension benefit obligation and the return on related plan assets, the ineffective portion of interest rate and currency hedges, changes in value of interest rate and currency instruments for which the hedging relationship does not satisfy the criteria set forth in IFRS 9, and gains and losses on sales of shares in subsidiaries;
- ■taxes.
The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions when measuring certain assets, liabilities, income, expenses accounted for in the financial statements as well as for the evaluation of commitments given and contingent liabilities. These estimates and assumptions are primarily used when calculating the impairment of property, plant and equipment, right of use, intangible assets and goodwill, for measuring pension and other employee benefit obligations as well as for lease liabilities and depreciation of deferred tax assets. They are based on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions. These estimations are revised on a regular basis, notably in the current evolutive macro economic context. Moreover, the Group must exercise judgment in determining whether the criteria for recognizing an asset or group of assets as held for sale are met, pursuant to the provisions of IFRS 5 “Non-Current Assets Held for Sale and Discontinued Operations”.
These estimates consider also the Group plans in terms of carbon neutrality as approved by the Science Based Target Initiative (SBTi) in July 2022 and more specifically, achieving by 2025 CO2 neutral scopes 1 & 2 and by 2030 reducing green house gas (GHG) emissions by 45% of scope 3, among others by solar energy production on its sites (on site PPA), purchases of renewable energy (off site PPA) and the development of its transversal division for cutting edge sustainable and smart materials launched in July 2021, as well as the review of the group industrial portfolio to climatic risks on the basis on the GIEC scenarii.
The results of the sensitivity tests carried out on the carrying amounts of goodwill and provisions for pensions and other employee benefits are provided in notes 10 and 25.2, respectively. In addition, Note 11 “Intangible Assets” describes the main assumptions used for measuring intangible assets and Note 8.2 the assumptions for recognition of deferred tax assets.
1.BConsolidation principles
Companies over which the Group exercises significant influence and which are at least 20%-owned are consolidated when one or more of the following criteria are met: annual sales of over €20 million, total assets of over €20 million, and debt of over €5 million.
Subsidiaries controlled by the Group are fully consolidated. Control is presumed to exist when the Group holds more than 50% of a company’s voting rights and may also arise as a result of shareholders’ agreements.
Subsidiaries are fully consolidated as of the date on which control is transferred to the Group. They are no longer consolidated as of the date that control ceases.
Companies over which the Group exercises significant influence but not control, generally through a shareholding representing between 20% and 50% of the voting rights, are accounted for by the equity method. There is no joint operation in the sense of IFRS 11 within the companies consolidated by equity method.
The FORVIA group’s financial statements are presented in euros. Except if specifically specified, amounts are in millions of euros; generally, amounts presented are rounded to the closest unit; consequently, the sum of rounded amounts can present non-significant differences to the reported total. Moreover, ratios and variances reported are computed with the detailed amounts and not with the rounded amounts.
The functional currency of foreign subsidiaries is generally their local currency. The assets and liabilities of these companies are translated into euros at the year-end exchange rate and income statement items are translated at the average exchange rate for the year. The resulting foreign exchange gains and losses are recorded in equity.
Balance sheets and net income of Group entities active in hyperinflation economies are restated to take into account the changes in purchasing power of the local currencies using the official indexes at closing date. They are then translated in euros using the exchange rate of the closing date; without restatement of comparative periods in accordance with IAS 21. This is applied in 2022 and 2023 to Group affiliates in Argentina and in Türkiye.
However certain companies located outside the euro or the US-dollar zone and which carry out the majority of their transactions in euros or US dollars may, however, use euros or US dollars as their functional currency.
All material inter-company transactions are eliminated in consolidation, including inter-company gains.
The accounting policies of subsidiaries and companies accounted for by the equity method are not significantly different from those applied by the Group.
1.CModifications to the previously published consolidated financial statements
IFRS 5 – discontinued activities
FORVIA has announced mid February 2023 to have signed with the Motherson group an agreement by which Motherson commits to acquire FORVIA's SAS Cockpit Modules division (assembly and logistics services), reported as part of its Interiors Segment. All the conditions were met from an IFRS point of view to qualify the activity as discontinued, mainly regarding the criteria of being a major line of business and the highly probable character of the sale.
Since January 1, 2023, applying IFRS 5, the corresponding assets and liabilities have been isolated in dedicated lines as the net result of the corresponding discontinued activities and so until July 31, 2023, effective date of the sale of these activities (see Note 2.1).
Due to the effective sale of these activities on July 31, 2023, there are no assets nor liabilities presented in separated lines in the consolidated balance sheet as of December 31, 2023.
The net income, other comprehensive income and cash flows items of discontinued operations are presented separately in the statement of financial position for the year 2023 and all prior periods presented in the financial statements. The comparative balance sheet for the previous year is not restated, as per IFRS5.
Inter-company transactions other than the ones linked to management fees remain eliminated. The classification of management fees for which the sale of the SAS will have no impact has been maintained in operating income. The net impact of this sale is also presented in the net income of discontinued activities.
The restatements of the previously published financial statements for the year 2022 are detailed in the tables below.
Restated consolidated statement of comprehensive income
Full-Year 2022
(in € million) |
Full-Year 2022 published in February 2023 |
IFRS 5 impact |
2022 restated |
---|---|---|---|
Sales |
25,458.2 |
(884.5) |
24,573.7 |
Operating income |
1,114.9 |
(54.4) |
1,060.5 |
Net income (loss) of fully consolidated companies |
(261.8) |
17.7 |
(244.1) |
Net income from continued operations |
(250.4) |
17.7 |
(232.7) |
Net income from discontinued operations |
0.0 |
(17.7) |
(17.7) |
Consolidated net income (loss) |
(250.4) |
0.0 |
(250.4) |
Attributable to owners of the parent |
(381.8) |
0.0 |
(381.8) |
Attributable to minority interests from continued operations |
131.4 |
0.0 |
131.4 |
Attributable to minority interests from discontinued operations |
0.0 |
0.0 |
0.0 |
Restated consolidated cash flow statement
Full-Year 2022
(in € million) |
Full-Year 2022 published in February 2023 |
Impact IFRS 5 |
2022 restated |
---|---|---|---|
I- Operating activities |
|
|
|
EBITDA adjusted |
3,011.9 |
(104.6) |
2,907.3 |
Change in working capital requirement |
557.2 |
31.1 |
588.3 |
Operating cash flows from discontinued activities |
0.0 |
32.0 |
32.0 |
Cash flows provided by (used in) operating activities |
2,464.6 |
0.0 |
2,464.6 |
II- Investing activities |
|
|
|
Investing cash flows from discontinued operations |
0.0 |
(44.6) |
(44.6) |
Cash flows provided by (used in) investing activities |
(6,250.7) |
0.0 |
(6,250.7) |
Cash provided by (used in) operating and investing activities (I)+(II) |
(3,786.1) |
0.0 |
(3,786.1) |
III- Financing activities |
|
|
|
Financing cash flows from discontinued activities |
0.0 |
(0.9) |
(0.9) |
Net cash provided by (used in) financing activities |
3,119.9 |
0.0 |
3,119.9 |
IV- Other changes in cash and cash equivalents |
|
|
|
Impact of exchange rate changes on cash and cash equivalents |
(38.4) |
0.1 |
(38.4) |
Net cash flows from discontinued operations |
0.0 |
(29.7) |
(29.7) |
Net increase (decrease) in cash and cash equivalents |
(704.6) |
(29.7) |
(734.3) |
Cash and cash equivalents at the beginning of period |
4,905.7 |
0.0 |
4,905.7 |
Cash and cash equivalents at end of period |
4,201.1 |
(29.7) |
4,171.4 |
The net cash flow published in 2022 (€470.8 million) amounts to €483.4 million as of December 31, 2022 after IFRS5 restatement.
Note 2Change in scope of consolidation and recent events
2.1Disposal of SAS
On July 31, 2023, FORVIA has finalized the sale to the Motherson group of its SAS Cockpit Modules division (assembly and logistics services), reported as part of its Interiors Segment, for an entreprise value of €540 million.
According to the sale contract, the process of determining potential price adjustments is ongoing; no significant impact is expected on group financial statements. On December 31, 2023, the loss on disposal after tax has been booked in “Net income of discontinued operations”.
In accordance with IFRS 10, the gain or loss on disposal of SAS is calculated based on the difference between:
- ■the global sale price, after goodwill and any costs related to the transaction and the estimated liabilities;
- ■the net equity, as recognized in the consolidated financial statement on July 31, 2023.
In accordance with IFRS 5, “net income of discontinued operations” presented in the consolidated statement of comprehensive income amounted to €-5.4 million including the operations of the SAS business from January 1, 2023 to July 31, 2023 for total sales of €593.6 million as well as the net loss on disposal related to this activity of €-6.3 million and the directly incrementable expenses related to the sale.
The accounting principles and policies applied to discontinued operations are the same as those applied for annual accounts.
2.2Other changes in scope in 2023
Disposal of CVI business
FORVIA has finalized the sale of designated parts of FORVIA’s commercial vehicle exhaust aftertreatment business in Europe and in the United States, on October 2, 2023, for a total transaction value of €199.2 million, to its longstanding partner Cummins. As part of this transaction, Cummins acquired two plants located in Roermond (Netherlands) and Columbus South (Indiana, USA) as well as their related programs. According to the sale contract, the calculation of prospective price adjustments based on CVI accounts on transaction date is ongoing.
Disengagement from Russia
Consistently with its early 2023 announcements, FORVIA has concluded its disengagement from Russia, with the sale of its three operating entities (Faurecia Environmental solutions-Russia, Faurecia Automotive Solutions, Faurecia Interior Togliatti) in December 2023, after having obtained the necessary regulatory authorizations from the Russian administration. FORVIA has no operational activities in Russia since end of December 2023.
Other changes in scope
Within Seating perimeter, in China, the company Zhengzhou Faurecia Automotive Parts Co. Ltd has been created and is fully consolidated since April 2023, it is held at 70% by Group, and the company JinHua LEAP Faurecia Automotive Parts Co. Ltd, held at 51%, has been created and is fully consolidated since September 2023. In France, the company SIELEST has been absorbed into the company SIEDOUBS as of January 1, 2023. In Thailand, the company Rayong Faurecia Automotive Parts Co. Ltd held at 70%, has been created and is fully consolidated since November 2023.
For Interiors, in United States, the companies of Detroit Manufacturing Systems’ Group held at 49% and consolidated by equity method have been sold in June 2023.
Within Clean Mobility perimeter, companies dedicated to the hydrogen activities have been created in France, in Germany, in China, in South Korea and in United states during the first half year 2023. Following the sale of a part of the group shares to Stellantis, the company Symbio, consolidated by equity method, is held at 33% since July 2023.
In China, for Lighting segment, the company HELLA Faway Automotive Lighting (Tianjin) Co., Ltd has been created in May 2023. It is held at 39.98% and consolidated by equity method.
For Electronics, in China, the company Parrot Automotive Shenzhen, held at 100% and fully consolidated, has been liquidated in June 2023.
In Germany, for the Lifecycle Solutions segment, the company HELLA Pagid GmbH, consolidated by equity method and held at 49%, has been fully acquired on December 31, 2023.
2.3Reminder of change in scope of consolidation introduced in 2022
FORVIA has completed on January 31, 2022 the acquisition of 79.5% of HELLA, group listed on the Frankfort Stock Exchange, comprising the 60% acquired from the family pool, of which 8.95% were paid through newly issued FORVIA shares and 19.5% as a result of the public tender offer mentioned above. FORVIA also acquired additional shares on the market, representing 2.09% of HELLA shares as of March 18, 2022. As of December 31, 2023, FORVIA holds 81.6% of HELLA shares. FORVIA has an exclusive control on HELLA, which is fully consolidated (including all its significant affiliates) since February 1, 2022.
Within the Seating perimeter, in China the companies Xian Faurecia Automotive Parts Co., Ltd and Changzhou Faurecia Automotive Parts Co., Ltd have been created and are fully consolidated since February 2022; they are held at 70% by the Group. The company Faurecia (Tianjin) Automotive Systems Co., Ltd has been created and is fully consolidated since February 2022; it is held at 100%. The company Faurecia (Changshu) Automotive System Co., Ltd in China, fully consolidated, is being held at 60% since october 2022 vs initially at 55%.
For the Electronics perimeter, in Mexico, the company Hitachi Automotive Systems San Juan Del Rio, S.A. de C.V held at 20% and consolidated in equity method had been sold in June 2022. In China, the company Changchun FAWSN Faurecia Cockpit of Future System Co., Ltd in China, has been acquired in July 2022 at 50% and is fully consolidated and the company Faurecia Clarion (Wuhan) has been created and is fully consolidated since September 2022, it is held at 100%.
Within the Lighting perimeter, the company HBPO Beteiligungsgesellschaft mbH in Germany, consolidated in equity method with a share of 27% since February 2022 following HELLA acquisition has been sold in December 2022.
2.4Recent events
Economical context
The worldwide automotive production showed strong dynamics in 2023 with a global production of 90.3 million light vehicles, corresponding to a 9.7% growth year on year. The market was supported by a very robust global demand and the progressive normalization of semi-conductor’s supply. The 2023 level exceeded the 89 million LV production reached in 2019 (pre-Covid level), but with a different regional mix ; In 2023, China represented 32% of worldwide LVP (vs. 27% in 2019) and Europe represented 20% (vs. 24% in 2019).
The impact of cost inflation has however persisted during the year 2023. Compared to 2022, which predominantly caused by increase in raw material prices, cost inflation in 2023 mainly related to energy, labor and, to a lesser extent, raw material prices (some of them starting to go down).
Note 3Post-balance sheet events
Note 4Information by operating segment
The Group is structured into business units based on the nature of the products and services offered:
- ■Seating (design and manufacture of complete vehicle seats, seating frames and adjustment mechanisms);
- ■Interiors (design, manufacture and assembly of instrument panels, door panels and modules);
- ■Clean Mobility (design and manufacture of exhaust systems, solutions for fuel cell electric vehicles, and aftertreatment solutions for commercial vehicles);
- ■Electronics (design and manufacture of display technologies, driver assistance systems and cockpit electronics), which includes HELLA Electronics and Clarion Electronics;
- ■Lighting (design and manufacture of lighting technologies);
- ■Lifecycle solutions (solutions extending the vehicle lifecycle as well as workshop equipment and special original equipment).
These business units are managed by the Group on an independent basis in terms of reviewing their individual performance and allocating resources. The tables below show reconciliation between the indicators used to measure the performance of each segment – notably operating income (before amortization of acquired intangible assets) – and the consolidated financial statements. Borrowings, other operating income and expense, financial income and expenses, and taxes are monitored at the Group level and are not allocated to the various segments. A review of the useful life for the fixed assets has been performed in regard to the climate changes and its regulatory consequences as known at the closing date, more specifically for the Clean Mobility segment, and has not enabled to identify any significant impact for the Group.
4.1Accounting principles
Revenue on parts is recognized when the control is transferred to the customer, incidental to ownership of the modules or parts produced. This generally corresponds to when the goods are shipped.
Revenue on tooling is generally recognized at the transfer of control of these tooling to the customer, usually shortly before serial production starts. Development costs are generally recognized as set up costs for the serial parts production and capitalized, they are then not considered as a revenue distinct from product sales, except specific cases depending on the contract with the customer.
FORVIA operates as an agent for monoliths sales, as well as for some cockpit components, these sales are then recorded at net value in the income statement. These agent flows represented €7,384.7 million in 2023 (€8,325.2 million in 2022 restated IFRS5) ; the counterparts in balance sheet are presented in the lines Contract assets (cf. note 17) and Trade accounts receivables in assets and Trade payables in liabilities.
Operating margin (before amortization of acquired intangible assets) is the FORVIA group’s principal performance indicator.
- ■the amortization of intangible assets acquired in business combinations (customer relationship…);
- ■other non-recurring operating income and expenses, corresponding to material, unusual and non-recurring items including reorganization costs and early retirement costs, the impact of exceptional events such as the discontinuation of a business, the closure of an industrial site, disposals of non-operating buildings, impairment losses and reversals recorded for property, plant and equipment or intangible assets, as well as other material and unusual losses;
- ■income on loans, cash investments and marketable securities;
- ■finance costs, including finance costs on lease liabilities;
- ■other financial income and expenses, which include the impact of discounting the pension benefit obligation and the return on related plan assets, the ineffective portion of interest rate and currency hedges, changes in value of interest rate and currency instruments for which the hedging relationship does not satisfy the criteria set forth in IFRS 9, and gains and losses on sales of shares in subsidiaries;
- ■taxes.
4.2Key figures by operating segment
Full-Year 2023
(in € million) |
Seating |
Interiors |
Clean Mobility |
Electronics |
Lighting |
Lifecycle Solutions |
Other |
Total |
---|---|---|---|---|---|---|---|---|
Total sales |
8,583.6 |
4,973.6 |
4,850.3 |
4,492.1 |
3,748.0 |
1,067.5 |
210.2 |
27,925.3 |
Inter-segment eliminations |
(32.4) |
(50.9) |
(18.2) |
(354.0) |
(2.3) |
(9.4) |
(210.2) |
(677.4) |
Consolidated sales |
8,551.1 |
4,922.7 |
4,832.2 |
4,138.0 |
3,745.8 |
1,058.1 |
0.0 |
27,247.9 |
Operating income (before amortization of acquired intangible assets) |
314.7 |
200.9 |
383.7 |
219.4 |
192.7 |
127.6 |
0.0 |
1,439.1 |
Amortization of intangible assets |
|
|
|
|
|
|
|
(193.2) |
Operating income (after amortization of acquired intangible assets) |
|
|
|
|
|
|
|
1,245.9 |
Other non recurring operating income |
|
|
|
|
|
|
|
7.8 |
Other non recurring operating expenses |
|
|
|
|
|
|
|
(189.2) |
Finance costs, net |
|
|
|
|
|
|
|
(495.5) |
Other financial income and expenses |
|
|
|
|
|
|
|
36.6 |
Corporate income tax |
|
|
|
|
|
|
|
(232.4) |
Share of net income of associates |
|
|
|
|
|
|
|
(2.2) |
Net income of continued operations |
|
|
|
|
|
|
|
371.0 |
Net income of discontinued operations |
|
|
|
|
|
|
|
(5.4) |
Net income (loss) |
|
|
|
|
|
|
|
365.6 |
Segment assets |
5,273.1 |
3,991.5 |
4,042.5 |
5,973.7 |
3,016.3 |
1,317.0 |
597.8 |
24,211.9 |
Net property, plant and equipment |
907.8 |
800.4 |
751.3 |
1,172.8 |
1,011.1 |
134.5 |
156.9 |
4,934.9 |
Right-of-use assets |
242.1 |
264.2 |
150.8 |
56.7 |
56.8 |
15.0 |
160.6 |
946.1 |
Other segment assets |
4,123.2 |
2,926.9 |
3,140.3 |
4,744.2 |
1,948.4 |
1,167.5 |
280.3 |
18,330.9 |
Investments in associates |
|
|
|
|
|
|
|
307.8 |
Other equity interests |
|
|
|
|
|
|
|
116.4 |
Short and long-term financial assets |
|
|
|
|
|
|
|
4,606.2 |
Tax assets (current and deferred) |
|
|
|
|
|
|
|
1,242.8 |
Total assets |
|
|
|
|
|
|
|
30,485.2 |
Segment liabilities |
3,138.3 |
2,313.2 |
3,405.7 |
1,508.9 |
1,508.2 |
251.6 |
524.6 |
12,650.5 |
Borrowings |
|
|
|
|
|
|
|
10,231.5 |
Lease liabilities |
|
|
|
|
|
|
|
1,055.6 |
Tax liabilities (current and deferred) |
|
|
|
|
|
|
|
376.2 |
Equity and minority interests |
|
|
|
|
|
|
|
6,171.4 |
Total liabilities |
|
|
|
|
|
|
|
30,485.2 |
Capital expenditure |
221.2 |
209.9 |
126.9 |
246.0 |
254.3 |
21.7 |
42.7 |
1,122.9 |
Depreciation of property, plant and equipment |
(162.7) |
(152.3) |
(160.5) |
(196.4) |
(181.7) |
(18.9) |
(16.6) |
(889.1) |
Depreciation of Right-of-use assets |
(71.2) |
(66.4) |
(46.5) |
(22.7) |
(12.3) |
(5.3) |
(23.1) |
(247.5) |
Impairment of property, plant and equipment |
(13.0) |
(4.2) |
(7.3) |
(0.6) |
(2.9) |
0.0 |
9.4 |
(18.5) |
Headcounts |
47,079 |
33,045 |
19,430 |
20,355 |
22,435 |
5,064 |
6,054 |
153,462 |
Full-Year 2022 restated
(in € million) |
Seating |
Interiors restated |
Clean Mobility |
Electronics |
Lighting |
Lifecycle Solutions |
Other |
Total |
---|---|---|---|---|---|---|---|---|
Total sales |
7,750.1 |
4,699.2 |
4,754.1 |
3,806.9 |
3,096.1 |
902.7 |
199.2 |
25,208.3 |
Inter-segment eliminations |
(45.8) |
(54.3) |
(18.4) |
(285.0) |
(22.1) |
(9.8) |
(199.2) |
(634.6) |
Consolidated sales |
7,704.3 |
4,645.0 |
4,735.7 |
3,521.7 |
3,074.0 |
893.0 |
0.0 |
24,573.7 |
Operating income (before amortization of acquired intangible assets) |
197.0 |
191.3 |
336.3 |
140.8 |
106.5 |
88.5 |
0.0 |
1,060.5 |
Amortization of intangible assets |
|
|
|
|
|
|
|
(189.9) |
Operating income (after amortization of acquired intangible assets) |
|
|
|
|
|
|
|
870.6 |
Other non recurring operating income |
|
|
|
|
|
|
|
1.8 |
Other non recurring operating expenses |
|
|
|
|
|
|
|
(444.3) |
Finance costs, net |
|
|
|
|
|
|
|
(326.8) |
Other financial income and expenses |
|
|
|
|
|
|
|
(168.4) |
Corporate income tax |
|
|
|
|
|
|
|
(177.0) |
Share of net income of associates |
|
|
|
|
|
|
|
11.4 |
Net income from continued activities |
|
|
|
|
|
|
|
(232.7) |
Net income from discontinued activities |
|
|
|
|
|
|
|
(17.7) |
Net income (loss) |
|
|
|
|
|
|
|
(250.4) |
Segment assets |
5,246.6 |
5,040.9 |
4,993.7 |
5,979.9 |
3,064.3 |
1,317.3 |
553.6 |
26,196.4 |
Net property, plant and equipment |
898.5 |
860.7 |
890.9 |
1,179.2 |
975.2 |
134.3 |
117.0 |
5,055.8 |
Right-of-use assets |
259.6 |
400.2 |
219.7 |
71.6 |
64.3 |
13.5 |
154.7 |
1,183.5 |
Other segment assets |
4,088.5 |
3,780.0 |
3,883.1 |
4,729.2 |
2,024.8 |
1,169.6 |
282.0 |
19,957.1 |
Investments in associates |
|
|
|
|
|
|
|
333.9 |
Other equity interests |
|
|
|
|
|
|
|
128.5 |
Short and long-term financial assets |
|
|
|
|
|
|
|
4,573.2 |
Tax assets (current and deferred) |
|
|
|
|
|
|
|
986.3 |
Assets held for sale |
|
|
|
|
|
|
|
0.0 |
Total assets |
|
|
|
|
|
|
|
32,218.4 |
Segment liabilities |
2,845.2 |
2,951.4 |
3,830.4 |
1,409.2 |
1,486.3 |
229.1 |
597.3 |
13,348.8 |
Borrowings |
|
|
|
|
|
|
|
10,879.9 |
Lease liabilities |
|
|
|
|
|
|
|
1,301.0 |
Tax liabilities (current and deferred) |
|
|
|
|
|
|
|
449.5 |
Liabilities linked to assets held for sale |
|
|
|
|
|
|
|
0.0 |
Equity and minority interests |
|
|
|
|
|
|
|
6,239.1 |
Total liabilities |
|
|
|
|
|
|
|
32,218.4 |
Capital expenditure |
226.4 |
168.3 |
132.0 |
270.3 |
270.8 |
33.2 |
26.7 |
1,127.7 |
Depreciation of property, plant and equipment |
(155.7) |
(157.6) |
(171.7) |
(189.7) |
(178.4) |
(17.1) |
(22.8) |
(893.2) |
Depreciation of Right-of-use assets |
(71.4) |
(64.0) |
(50.9) |
(22.0) |
(11.3) |
(4.5) |
(22.4) |
(246.4) |
Impairment of property, plant and equipment |
(10.1) |
(13.7) |
(17.9) |
(2.8) |
0.0 |
0.0 |
(11.7) |
(56.1) |
Headcounts |
45,052 |
33,541 |
20,462 |
19,817 |
22,779 |
4,870 |
5,878 |
152,399 |
4.3Sales by operating segment
(in € million) |
2023 |
2022 restated |
||
---|---|---|---|---|
Consolidated Sales |
% |
Consolidated Sales |
% |
|
Seating |
8,551.1 |
31 |
7,704.3 |
31 |
Interiors |
4,922.7 |
18 |
4,644.9 |
19 |
Clean Mobility |
4,832.2 |
18 |
4,735.8 |
19 |
Electronics |
4,138.0 |
15 |
3,521.7 |
14 |
Lighting |
3,745.8 |
14 |
3,074.0 |
13 |
Lifecycle solutions |
1,058.1 |
4 |
893.0 |
4 |
Total |
27,247.9 |
100 |
24,573.7 |
100 |
4.4Sales by major customer
(in € million) |
2023 |
2022 restated |
||
---|---|---|---|---|
Consolidated Sales |
% |
Consolidated Sales |
% |
|
VW group |
3,895.8 |
14 |
3,454.4 |
14 |
Stellantis |
2,920.5 |
11 |
2,937.3 |
12 |
Ford group |
1,994.4 |
7 |
1,973.1 |
8 |
Renault-Nissan |
1,729.6 |
6 |
1,585.6 |
7 |
Daimler |
1,695.6 |
6 |
1,505.5 |
6 |
Global vehicle company |
1,434.1 |
5 |
1,113.3 |
5 |
BMW |
1,427.0 |
5 |
1,071.5 |
4 |
Others |
12,150.7 |
46 |
10,933.0 |
44 |
Total |
27,247.9 |
100 |
24,573.7 |
100 |
* The presentation of sales invoiced may differ from that of sales by end customer when products are transferred to intermediary assembly companies. |
4.5Key figures by geographic area
Sales are broken down by destination region. Other items are presented by the region where the companies involved operate:
2023
(in € million) |
France |
Germany |
Other EMEA countries |
Americas |
Asia |
Total |
---|---|---|---|---|---|---|
Consolidated Sales |
1,685.1 |
2,976.2 |
7,989.2 |
7,207.2 |
7,390.1 |
27,247.9 |
Net property, plant and equipment |
352.0 |
764.1 |
1,686.2 |
1,124.4 |
1,008.1 |
4,934.9 |
Right-of-use assets |
187.0 |
103.2 |
226.4 |
287.8 |
141.7 |
946.1 |
Capital expenditure |
93.9 |
127.5 |
414.6 |
285.2 |
201.6 |
1,122.9 |
Headcounts as of December 31 |
10,561 |
14,025 |
53,058 |
33,121 |
42,697 |
153,462 |
2022 restated
(in € million) |
France |
Germany |
Other EMEA countries |
Americas |
Asia |
Total |
---|---|---|---|---|---|---|
Consolidated Sales |
1,551.4 |
2,688.8 |
6,810.1 |
6,822.7 |
6,700.7 |
24,573.7 |
Net property, plant and equipment |
343.5 |
806.0 |
1,662.1 |
1,160.5 |
1,083.8 |
5,055.8 |
Right-of-use assets |
195.9 |
147.4 |
293.9 |
391.8 |
154.6 |
1,183.5 |
Capital expenditure |
78.4 |
134.5 |
381.2 |
275.4 |
258.2 |
1,127.7 |
Headcounts as of December 31 |
11,034 |
14,221 |
53,303 |
33,297 |
40,544 |
152,399 |
Note 5Analysis of operating expenses
5.1Analysis of operating expenses by function
5.2Analysis of operating expenses by nature
(in € million) |
2023 |
2022 restated |
---|---|---|
Purchases consumed |
(16,560.3) |
(14,885.3) |
External costs |
(3,069.3) |
(2,711.3) |
Personnel costs |
(5,785.8) |
(5,293.3) |
Taxes other than on income |
(54.9) |
(62.2) |
Other income and expenses |
1,428.6 |
1,212.4 |
Depreciation, amortization and provisions for impairment in value of non-current assets |
(1,888.4) |
(1,846.8) |
Charges to and reversals of provisions |
121.3 |
73.3 |
Total |
(25,808.8) |
(23,513.2) |
5.3Personnel costs
Details of expenses relating to the Group’s free shares plans and pension costs are provided in Notes 22.2 and 25, respectively.
5.4Research and development costs
(in € million) |
2023 |
2022 restated |
---|---|---|
Research and development costs, gross |
(2,197.5) |
(2,067.5) |
Allowance/reversal of depreciation of assets in development |
(25.4) |
0.6 |
Capitalized development costs |
1,269.9 |
1,170.8 |
of which in inventory |
223.8 |
216.7 |
of which in intangible assets |
1,046.1 |
954.1 |
Total |
(953.0) |
(896.0) |
Development costs are usually capitalized in intangible assets as they are considered as set up costs for the serial parts production, and then amortized to match the quantities of parts delivered to the customer, over a period not exceeding five years except under exceptional circumstances. For some specific contracts where the developments works are a separate performance obligation under IFRS 15 the corresponding costs comply with the definition of work in progress and are capitalized in inventory. These inventories are then expensed (cost of sales) when the corresponding revenue is recognized.
The development costs recognized in the cost of sales (stock decrease and R&D assets depreciation) amount to €924.4 million as of December 31, 2023, vs €877.8 million as of December 31, 2022 restated.
5.5Depreciation, amortization and provisions for impairment in value of non-current assets
(in € million) |
2023 |
2022 restated |
---|---|---|
Amortization of capitalized development costs |
(691.8) |
(674.5) |
Provisions for impairment of capitalized development costs |
(20.6) |
(10.0) |
Amortization of other intangible assets |
(43.4) |
(39.5) |
Depreciation of specific tooling |
(10.0) |
(10.1) |
Depreciation and impairment of other property, plant and equipment |
(875.1) |
(866.3) |
Depreciation of Right-of-use assets |
(247.5) |
(246.4) |
Total |
(1,888.4) |
(1,846.8) |
Note 6Other non-recurring operating income and expenses
Other non-recurring operating income
Other non-recurring operating expenses
(in € million) |
2023 |
2022 restated |
---|---|---|
Other provisions for impairment of assets |
(0.6) |
0.0 |
Reorganization expenses (1) (3) |
(170.8) |
(349.2) |
Impairment of goodwill |
0.0 |
0.0 |
Losses on disposal of assets |
0.0 |
0.0 |
Others (2) (3) |
(17.8) |
(95.1) |
Total |
(189.2) |
(444.3) |
|
Restructuring
Reorganization costs (€170.8 million) include redundancy and site relocation payments for 2,796 people.
Note 7Finance costs and Other financial income and expenses
7.1Finance costs
7.2Other financial income and expenses
(in € million) |
2023 |
2022 restated |
---|---|---|
Impact of discounting pension benefit obligations |
(22.4) |
(11.2) |
Changes in the ineffective portion of currency hedges |
0.1 |
(0.3) |
Changes in fair value of currency hedged relating to debt |
0.2 |
(1.1) |
Foreign exchange gains and losses on borrowings |
(43.6) |
(34.0) |
Hyperinflation impact (Argentina-Türkiye) |
(31.5) |
(29.8) |
Others(1) (3) |
133.8 |
(92.0)(2) |
Total |
36.6 |
(168.4) |
|
Note 8Income tax
Deferred taxes are recognized using the liability method for temporary differences arising between the tax bases for assets and liabilities and their carrying amounts on the consolidated financial statements. Temporary differences mainly arise from tax loss carryforwards and consolidation adjustments to subsidiaries’ accounts.
Deferred taxes are measured using tax rates (and laws) that have been enacted or substantially enacted at the balance sheet date.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available in the short or medium term against which the temporary differences or the loss carry forward can be utilized, based on the Group’s strategic plan.
Deferred tax liabilities are accounted for every taxable temporary differences in relation with investment in subsidiaries, joint ventures and associates unless the Group has the capacity to control the timing of the reversal of temporary differences and if it is probable that they will not be reversed in a predictable future.
In compliance with IFRIC 23, accruals for risk on income tax are part of the income tax within the statement of comprehensive income and of income tax payables within the balance sheet (Note 28).
8.1Analysis of the tax charge
(in € million) |
2023 |
2022 restated |
---|---|---|
Pre-tax income of consolidated companies |
605.6 |
(67.1) |
Theoritical Tax (25.83%) |
(156.4) |
17.3 |
Effect of rate changes on deferred taxes recognized on the balance sheet |
0.9 |
(1.0) |
Effect of local rate differences* |
61.0 |
44.6 |
Tax credits |
3.4 |
6.4 |
Change in unrecognized deferred tax |
(169.9) |
(173.5) |
Permanent differences & others** |
28.6 |
(70.8) |
Corporate tax recognized |
(232.4) |
(177.0) |
* The impact of local rate differences mainly relates to Chinese and German entities. ** Mainly due to withholding tax in 2022. |
8.2Analysis of tax assets and liabilities
The Group considers the recovery of the deferred tax net balance as at December 31, 2023, i.e. €525.1 million, as probable.
(in € million) |
2023 |
2022 |
---|---|---|
Amount as at the beginning of the year |
300.1 |
496.5 |
Deferred taxes carried to net income for the period |
181.6 |
181.4 |
|
14.3 |
(75.4) |
|
(3.0) |
(14.9) |
|
32.2 |
(287.5) |
Amount at the end of the year |
525.1 |
300.1 |
* Mainly related to actuarial gains and losses directly recognized in equity. |
8.3Deferred tax assets and liabilities by nature
(in € million) |
2023 |
2022 |
---|---|---|
Tax asset carryforwards |
174.5 |
221.9 |
Intangible assets |
(499.4) |
(631.9) |
Other tangible assets and long term assets |
73.4 |
20.4 |
Pensions |
120.6 |
103.0 |
Other reserves |
48.2 |
38.1 |
Stocks |
246.7 |
229.4 |
Other working capital |
361.2 |
319.2 |
Total |
525.1 |
300.1 |
of which deferred tax assets |
852.9 |
690.5 |
of which deferred tax liabilities |
(327.8) |
(390.4) |
The variation of the net deferred tax on intangible assets includes the deferred tax effect of the amortization of intangible assets acquired in business combinations.
8.4Impairment of tax asset carryforwards
Note 9Earnings per share
Basic earnings per share are calculated by dividing net income attributable to owners of the parent by the weighted average number of shares outstanding during the year, excluding treasury stock. For the purpose of calculating diluted earnings per share, the Group adjusts net income attributable to owners of the parent and the weighted average number of shares outstanding for the effects of all dilutive potential ordinary shares (including stock options, free shares and convertible bonds).
|
2023 |
2022 |
---|---|---|
Number of shares outstanding at year-end (1) |
197,089,340 |
197,089,340 |
Adjustments : |
|
|
|
(5,091) |
(84,171) |
|
0 |
(23,332,976) |
Weighted average number of shares before dilution |
197,084,249 |
173,672,193 |
Weighted impact of dilutive instruments: |
|
|
|
521,273 |
81,117 |
|
0 |
0 |
Weighted average number of shares after dilution |
197,605,522 |
173,753,310 |
As of December 31, 2022: Number of FORVIA shares outstanding Change of number of shares As of December 31, 2023: Number of FORVIA shares outstanding |
197,089,340 0 197,089,340 |
|
In relation to stock options, this method consists of comparing the number of shares that would have been issued if all outstanding stock options had been exercised to the number of shares that could have been acquired at fair value.
The potentially dilutive impact of free shares is taken into account considering the number of shares to be distributed for the plans of which the realization of the performance conditions has already been stated by the Board.
Earnings per share
|
2023 |
2022 restated |
---|---|---|
Net Income (loss) (in € million) |
222.2 |
(381.8) |
Basic earnings (loss) per share |
1.13 |
(2.20) |
After dilution |
1.12 |
(2.20) |
Net Income (loss) from continued operations (in € million) |
227.6 |
(364.1) |
Basic earnings (loss) per share |
1.15 |
(2.10) |
After dilution |
1.15 |
(2.10) |
Net Income (loss) from discontinued operations (in € million) |
(5.4) |
(17.7) |
Basic earnings (loss) per share |
(0.03) |
(0.10) |
After dilution |
(0.03) |
(0.10) |
Note 10Goodwill
In case of a business combination, the aggregate value of the acquisition is allocated to the identifiable assets acquired and liabilities assumed based on their fair value determined at their acquisition date.
A goodwill is recognized when the aggregate of the consideration transferred and the amount of any non-controlling interest in the acquiree exceed the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. In accordance with IAS 36, goodwill is not amortized but is tested for impairment at least once a year and more often if there is an indication that it may be impaired. For the purpose of impairment testing, goodwill is allocated to cash-generating units (CGUs). A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
The CGU to which goodwill is allocated represents the level within the operating segment at which goodwill is monitored for internal management purposes. The Group has identified the following CGUs:
The carrying amount of assets and liabilities thus grouped is compared to the higher of its market value and value in use, which is equal to the present value of the net future cash flows expected, and their net market value including costs of disposal.
(in € million) |
Gross |
Impairment |
Net |
---|---|---|---|
Amount as of January 1, 2022 |
2,896.7 |
(660.5) |
2,236.2 |
Acquisitions |
3,014.0 |
0.0 |
3,014.0 |
Provision for impairment |
0.0 |
0.0 |
0.0 |
Scope variations |
0.0 |
0.0 |
0.0 |
Translation adjustments and other |
10.2 |
(0.1) |
10.1 |
Amount as of December 31, 2022 |
5,920.9 |
(660.6) |
5,260.3 |
Acquisitions |
0.0 |
0.0 |
0.0 |
Provision for impairment |
0.0 |
0.0 |
0.0 |
Scope variations |
(123.2) |
0.0 |
(123.2) |
Translation adjustments and other |
(7.7) |
0.2 |
(7.5) |
Amount as of December 31, 2023 |
5,790.1 |
(660.4) |
5,129.6 |
Cash-generating units and impairment tests
Impairment tests are carried out whenever there is an indication that an asset may be impaired. Impairment testing consists of comparing the carrying amount of an asset, or group of assets, with the higher of its market value and value in use. Value in use is defined as the present value of the net future cash flows expected to be derived from an asset or group of assets.
The assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units, or CGUs).
Impairment tests are performed on each group of intangible assets (development costs) and property, plant and equipment attributable to a customer contract. This is done by comparing the aggregate carrying amount of the Group of assets concerned with the present value of the expected net future cash flows to be derived from the contract.
An impairment loss is recorded when the assets’ carrying amount is higher than the present value of the expected net future cash flows. A provision is then recorded for losses to completion on loss-making contracts in compliance with IAS 37.
In case of a triggering event, impairment testing is also carried out on general and corporate assets grouped primarily by type of product and geographic area.
The cash inflows generated by the assets allocated to these CGUs are largely interdependent due to the high overlap among various manufacturing flows, optimization of capacity utilization, and centralization of research and development activities.
Within the frame of the impairment tests of goodwill and group of CGUs, the cash flow forecasts used to calculate value in use were based on the Group’s 2024-2028 forecasts which were drafted in the second semester of 2023. The volume assumptions used in the strategic plan are based on worldwide automotive market assumptions of 88 million of cars in 2024, 88 million in 2025 and 93 million in 2028, based themselves on external information sources. The impacts of group commitment on carbon neutrality as well as the consequences of governmental policies linked to the global warming are as well part of the assumptions used for these forecasts.
The main assumption affecting value in use is the level of operating income used to calculate future cash flows and particularly the terminal value. The operating margin assumption for 2028 remains above 8% of sales for the Group as a whole.
Projected cash flows for the last year (2028) have been projected to infinity by applying a growth rate determined based on analysts’ trend forecasts for the automotive market. The growth rate applied for the 2023 test was 1.4% (1.4% applied at the end of 2022), except for Electronics for which 2% has been considered given the specific development of this segment (2% applied at the end of 2022).
FORVIA called on an independent expert to update the weighted average cost of capital used to discount future cash flows. The market parameters used in the expert’s calculation are based on a sample of companies operating in the automotive supplier sector. Taking into account these parameters and a market risk premium of 6.5% on average, the weighted cost of capital used to discount future cash flows was set at 10.6% (on the basis of a range of values provided by the independent expert) in 2023 (10.5% in 2022). This rate was applied for the impairment tests carried out on all of the groups of CGUs, as they all bear the same specific risks relating to the automotive supplier sector and the CGUs multinational operation does not justify using geographically different discount rates.
The table below shows the sensitivity of the impairment test results to changes in the assumptions used as of December 31, 2023 to determine the value in use of the CGUs groups to which the Group’s goodwill is allocated:
Sensitivity (in € million) |
Test income (value in use – net carrying value) |
Cash flow discount rate + 0.5 pt |
Growth rate to infinity - 0.5 pt |
Operating margin rate for terminal value - 0.5 pt |
Combination of the 3 factors |
---|---|---|---|---|---|
Seating |
2 151 |
1 887 |
1 953 |
1 896 |
1 488 |
Interiors |
1 176 |
971 |
1 018 |
1 013 |
687 |
Clean Mobility |
1 675 |
1 533 |
1 571 |
1 557 |
1 336 |
Electronics |
48 |
(258) |
(194) |
(186) |
(671) |
Lighting |
122 |
2 |
32 |
(2) |
(188) |
Lifecycle solutions |
216 |
143 |
161 |
179 |
63 |
Note 11Intangible assets
A.Research and development expenditure
The FORVIA group incurs certain development costs in connection with producing and delivering modules for specific customer orders which are considered as set up costs for the serial parts production and capitalized. In accordance with IAS 38, these development costs are recorded as an intangible asset where the Company concerned can demonstrate:
- ■its intention to complete the project as well as the availability of adequate technical and financial resources to do so;
- ■how the customer contract will generate probable future economic benefits and the Company’s ability to measure these reliably;
- ■its ability to reliably measure the expenditure attributable to the contracts concerned (costs to completion).
These capitalized costs are amortized to match the quantities of parts delivered to the customer, over a period not exceeding five years except under exceptional circumstances.
Research costs, and development costs that do not meet the above criteria, are expensed as incurred.
B.Other intangible assets
Other intangible assets include development and purchase costs relating to software used within the Group – which are amortized on a straight-line basis over a period of between one and three years – as well as patents and licenses,
It also includes the intangible assets acquired in business combinations (customer relationship, trademarks, technologies…); these assets are amortized on the corresponding contracts duration, i.e. between 5 and 20 years for trademarks, between 6 and 16 years for customer relationship and between 6 and 12 years for technologies.
(in € million) |
Development costs |
Software and other |
Intangible assets acquired |
Total |
|
---|---|---|---|---|---|
Amount as of January 1, 2022 |
2,268.4 |
66.2 |
465.8 |
2,800.4 |
|
Additions |
969.1 |
18.7 |
0.0 |
987.8 |
|
Depreciation and amortization |
(680.0) |
(40.7) |
(218.6) |
(939.3) |
|
Funding of provisions |
(45.4) |
(0.5) |
0.0 |
(45.9) |
|
Scope variations |
483,9 |
25,9 |
1,270.0 |
1,779.7 |
|
Translation adjustments and other |
2,6 |
19,7 |
(15,0) |
7,3 |
|
Amount as of December 31, 2022 |
2,998.6 |
89.3 |
1,502.1 |
4,590.1 |
|
Additions |
1,060.8 |
14.4 |
0.0 |
1,075.2 |
|
Depreciation and amortization |
(691,8) |
(38.1) |
(193.2) |
(923,1) |
|
Funding of provisions |
(52,3) |
(4.0) |
0.0 |
(56,4) |
|
Scope variations |
(21.6) |
(2.5) |
(146.1) |
(170.2) |
|
Translation adjustments and other |
(139,7) |
15.4 |
(16.5) |
(140.8) |
|
Amount as of December 31, 2023 |
3,154.0 |
74.5 |
1,146.4 |
4,374.8 |
|
The book value of development costs allocated to a customer contract as well as the associated specific tooling is compared to the present value of the expected net future cash flows to be derived from the contract based on the best possible estimate of future sales. The volumes taken into account in FORVIA’s Business Plans are the best estimates by the Group’s Marketing department based on automakers’ forecasts when available.
Note 12AProperty, plant and equipment
Property, plant and equipment are stated at acquisition cost, or production cost in the case of assets produced by the Group for its own use, less accumulated depreciation.
Maintenance and repair costs are expensed as incurred, except when they increase productivity or prolong the useful life of an asset, in which case they are capitalized.
In accordance with the amended version of IAS 23, borrowing costs on qualifying assets arising subsequent to January 1, 2009 are included in the cost of the assets concerned. The amount is not significant for the period.
Property, plant and equipment are depreciated by the straight-line method over the estimated useful lives of the assets, as follows:
(in € million) |
Land |
Buildings |
Plant, tooling and equipment |
Specific |
Other property, plant and equipment and property, plant and equipment in progress |
Total |
---|---|---|---|---|---|---|
Amount as of January 1, 2022 |
97.5 |
372.5 |
1,731.5 |
24.5 |
576.4 |
2,802.4 |
Additions (including own work capital) |
0.0 |
14.1 |
193.2 |
6.4 |
952.9 |
1,166.7 |
Disposals |
(3.4) |
(55.0) |
(260.6) |
(36.5) |
(34.3) |
(389.7) |
Depreciation |
(0.2) |
(77.4) |
(718.5) |
(10.1) |
(112.5) |
(918.8) |
Non-recurring impairment losses |
(0.0) |
(17.7) |
(27.8) |
(0.0) |
(10.6) |
(56.1) |
Depreciation written off on disposals |
1.2 |
55.2 |
240.9 |
36.5 |
34.7 |
368.6 |
Scope variations |
0.2 |
562.2 |
999.2 |
(0.0) |
504.3 |
2,065.8 |
Translation adjustments and other |
2.2 |
69.5 |
626.2 |
0.0 |
(681.0) |
16.9 |
Amount as of December 31, 2022 |
97.4 |
923.4 |
2,784.3 |
20.9 |
1,229.8 |
5,055.8 |
Additions (including own work capital) |
0.6 |
18.1 |
177.5 |
6.3 |
920.8 |
1,123.2 |
Disposals |
(1.7) |
(40.5) |
(274.3) |
(2.8) |
(35.9) |
(355.3) |
Funding of depreciation, amortization and impairment provisions |
(1.5) |
(78.4) |
(708.9) |
(10.0) |
(90.3) |
(889.1) |
Non-recurring impairment losses |
0.5 |
3.5 |
(22.4) |
0.0 |
(0.2) |
(18.5) |
Depreciation written off on disposals |
0.6 |
39.1 |
220.1 |
2.8 |
33.3 |
295.9 |
Scope variations |
(3.1) |
(10.3) |
(86.3) |
(0.0) |
(50.3) |
(150.0) |
Translation adjustments and other |
120.1 |
(78.9) |
662.8 |
0.0 |
(831.1) |
(127.0) |
Amount as of December 31, 2023 |
213.0 |
776.1 |
2,752.7 |
17.2 |
1,176.0 |
4,934.9 |
(in € million) |
2023 |
2022 |
|||
---|---|---|---|---|---|
Gross |
Depreciation |
Net |
Gross |
Net |
|
Land |
255.0 |
(42.0) |
213.0 |
105.3 |
97.4 |
Buildings |
1,988.7 |
(1,212.6) |
776.1 |
2,163.9 |
923.4 |
Plant, tooling and technical equipment |
9,866.6 |
(7,114.0) |
2,752.7 |
9,773.5 |
2,784.3 |
Specific tooling |
95.7 |
(78.5) |
17.2 |
93.3 |
20.9 |
Other property, plant and equipment & property, |
2,070.4 |
(894.4) |
1,176.0 |
2,132.2 |
1,229.8 |
Total |
14,276.3 |
(9,341.4) |
4,934.9 |
14,268.2 |
5,055.8 |
Note 12BRight-of-use assets
Lease contracts are accounted for in the balance sheet, through an asset (representing the right to use the leased asset along the contract duration) and a liability (representing the lease future payments obligation), considering the main following principles:
- ■exemption of contracts with a duration less than 12 months or which value is below €5,000 (corresponding lease payments are still expensed along the contract lifetime);
- ■the duration of a contract is equal to its non cancellable duration, except if the Group is reasonably certain to exercise the renewal or cancellation options contractually agreed;
- ■as long as the contract implicit rate can’t be easily determined, the discount rate used is the marginal borrowing rate corresponding to the duration of the lease contract, determined based on the lessee and duration concerned;
- ■as of the effective date (date at which the leased asset is made available by the lessor), lease contracts as defined per IFRS 16 “Leases” are accounted for:
- ■as fixed assets (right of use) for the amount of the lease liability, increased by advanced payments made to lessor, initial costs incurred, as well as estimated dismantling or refurbishment costs that would be paid by FORVIA based on contractual terms if needed, and
- ■as lease liability for the amount of discounted lease payment over the contract duration as defined above, using the discount rate defined above,
- ■these right of use are depreciated on a linear basis, on the contract duration or by exception on the utility duration, if this one is shorter or if the contract transfers to the lessee the asset property or if a purchase option exists which is reasonably certain to be exercised by FORVIA,
- ■cash flows related to the sale and lease back operations are included in the cash flows provided by investing activities.
(in € million) |
Land |
Buildings |
Plant and equipment |
Others |
Total |
---|---|---|---|---|---|
Amount as of January 1, 2022 |
0.3 |
799.0 |
78.2 |
73.5 |
950.9 |
New contracts |
0.0 |
256.0 |
20.4 |
55.6 |
332.0 |
Depreciation |
0.0 |
(191.3) |
(26.2) |
(46.7) |
(264.2) |
Funding of impairment provisions |
0.0 |
(5.5) |
0.0 |
(0.4) |
(5.9) |
Scope variations |
0,0 |
117.6 |
2.2 |
8.5 |
128.3 |
Translation adjustments and other |
0,0 |
45.0 |
(2.2) |
(0.4) |
42.3 |
Amount as of December 31, 2022 |
0.3 |
1,020.7 |
72.4 |
90.2 |
1,183.5 |
New contracts |
0.0 |
88.2 |
13.8 |
58.0 |
160.0 |
Depreciation |
0.0 |
(175.4) |
(25.1) |
(47.0) |
(247.5) |
Funding of impairment provisions |
0.0 |
(1.6) |
(0.2) |
(0.6) |
(2.4) |
Scope variations |
0.0 |
(91.1) |
(2.0) |
(8.6) |
(101.7) |
Translation adjustments and other |
0.0 |
(39.1) |
0.1 |
(6.8) |
(45.8) |
Amount as of December 31, 2023 |
0.3 |
801.7 |
59.0 |
85.1 |
946.1 |
Variable lease contracts : contracts corresponding to the qualification of lease contracts, for which all payments are variable payments, leading to no recognition of right-of-use assets and financial debt, have been signed for the lease of solar panel producing electricity (on site PPA) in plants of the Group. As at December 31, 2023, 43 contracts were effectively signed, mainly for a duration of 20 years, out of which 5 were already in operation.
Note 13Investments in associates
As of December 31, 2023
(in € million) |
% interest |
Group share of equity* |
Dividends received by the Group |
Group share of sales |
Group share of total assets |
---|---|---|---|---|---|
Changchun HELLA Faway Automotive Lighting Co. |
40% |
46.0 |
0.0 |
71.6 |
86.9 |
HELLA MINTH Jiaxing Automotive Parts Co. |
41% |
29.4 |
0.0 |
11.2 |
34.7 |
Behr-HELLA Thermocontrol GmbH |
41% |
57.5 |
0.0 |
256.1 |
202.5 |
Faurecia-NHK Co., Ltd |
50% |
0.0 |
0.0 |
227.9 |
57.0 |
TEKNIK MALZEME Ticaret Ve Sanayi A.S |
50% |
0.0 |
0.0 |
19.2 |
18.1 |
SYMBIO |
33% |
0.0 |
0.0 |
6.8 |
200.3 |
Total Network Manufacturing LLC |
49% |
0.9 |
0.0 |
149.1 |
46.5 |
Others |
|
174.1 |
(19.7) |
920.3 |
489.9 |
Total |
|
307.8 |
(19.7) |
1,662.2 |
1,135.9 |
* As the Group share of some company's net equity is negative, it is recorded under liabilities as a provision for contingencies and charges. |
There is no joint operation in the sense of IFRS 11 within the companies consolidated by equity method.
Change in investments in associates
(in € million) |
2023 |
2022 |
---|---|---|
Group share of equity at beginning of period |
333.9 |
150.8 |
Dividends |
(19.7) |
(22.1) |
Share of net income of associates |
(2.2) |
11.4 |
Change in scope of consolidation |
5.5 |
197.8 |
Capital increase |
(0.4) |
2.8 |
Currency translation adjustments |
(9.3) |
(6.8) |
Group share of equity at end of period |
307.8 |
333.9 |
Note 14Other equity interests
Equity interests correspond to the Group’s interests in the capital of non-consolidated companies. They are subject to impairment testing based on the most appropriate financial analysis criteria. An impairment loss is recognized when appropriate. The criteria generally applied are the Group’s equity in the underlying net assets and the earnings outlook of the company concerned.
(in € million) |
% of share capital |
2023 |
2022 |
|
---|---|---|---|---|
Gross |
Net |
Net |
||
Changchun Xuyang Industrial Group |
18.8 |
12.3 |
12.3 |
13.2 |
TactoTek Oy |
9.0 |
6.6 |
4.6 |
6.6 |
Guardknox Cyber Technologies Ltd |
7.0 |
5.4 |
5.4 |
5.4 |
Canatu Oy |
8.0 |
7.0 |
7.0 |
7.0 |
SL Corporation |
1.6 |
0.0 |
0.0 |
13.4 |
HELLA Fast Forward Shanghai Co. Ltd |
100.0 |
9.8 |
9.8 |
9.0 |
Light Field Lab |
4.3 |
9.0 |
9.0 |
9.3 |
Other |
|
90.9 |
68.4 |
64.7 |
Total |
|
141.0 |
116.4 |
128.5 |
Note 15Other non-current financial assets
Loans and other financial assets are initially stated at fair value and then at amortized cost, calculated using the effective interest method.
Note 16Other non-current assets
Note 17Inventories and work-in-progress
Inventories of raw materials and supplies are stated at cost, determined by the FIFO method (First-In, First-Out).
Finished and semi-finished products, as well as work-in-progress, are stated at production cost, determined by the FIFO method. Production cost includes the cost of materials and supplies as well as direct and indirect production costs, excluding overhead not linked to production and borrowing costs.
Work-in-progress includes the costs of specific tooling produced or purchased specifically for the purpose of manufacturing parts or modules for customer orders and which are sold to the customer, i.e. for which the control is transferred to the customer, usually shortly before serial production starts, and specific development work which is sold to customers and corresponding to the definition of work in progress when the contract enables to consider that these developments are a specific performance obligation under IFRS 15. These costs are expensed (cost of sales) over the period in which the corresponding revenue is recognized, i.e. at transfer of control of these development works to the customer.
Inventories of products for which the Group is considered as agent are presented as contract assets and not in inventories.
Provisions are booked for inventories for which the probable realizable value is lower than cost and for slow moving items.
(in € million) |
2023 |
2022 |
||
---|---|---|---|---|
Gross |
Depreciations |
Net |
Net |
|
Raw materials and supplies |
1,407.0 |
(184.2) |
1,222.8 |
1,284.5 |
Engineering, tooling and prototypes |
926.9 |
(21.1) |
905.8 |
825.5 |
Work in progress for production |
110.1 |
(4.2) |
105.9 |
106.4 |
Semi-finished and finished products |
807.3 |
(138.1) |
669.2 |
707.8 |
Total |
3,251.3 |
(347.6) |
2,903.7 |
2,924.2 |
Note 18Trade accounts receivables
Under trade receivables sale programs, the Group can sell a portion of the receivables of a number of its French, German, North America and other subsidiaries to a group of financial institutions, transferring substantially all of the risks and rewards relating to the receivables sold to the financial institutions concerned.
The following table shows the amount of receivables sold with maturities beyond December 31, 2023, for which substantially all the risks and rewards have been transferred, and which have therefore been derecognized, as well as the financing under these programs:
Given the high quality of Group counterparties, late payments do not represent a material risk. They generally arise from administrative issues.
- ■€84.3 million less than one month past due;
- ■€36.2 million between one and two months past due;
- ■€17.9 million between two and three months past due;
- ■€27.1 million between three and six months past due;
- ■€47.9 million more than six months past due.
Note 19Other operating receivables
Note 20Other receivables
In 2023, the receivables on France Crédit d’Impôt Recherche (CIR) have been sold for an amount of €43.7 million vs €41.9 million in 2022.
Note 21Cash and cash equivalents
Cash and cash equivalents include current account balances in the amount of €3,130.6 million (compared to €3,747.5 million in 2022) and short-term investments in the amount of €1,143.3 million (compared to €453.6 million in 2022), for a total of €4,273.9 million as of December 31, 2023 (€4,201.1 million as of December 31, 2022).
These components include cash at bank, current account balances, marketable securities such as money market and short-term money market funds, deposit and very short-term risk-free securities that are readily sold or converted into cash. Cash equivalents are investments held for the purpose of meeting short term cash commitments and are subject to an insignificant risk of change in value.
Note 22Shareholders’ equity
22.1Capital
As of December 31, 2023, FORVIA capital stock totaled €1,379,625,380 divided into 197,089,340 fully paid-up shares with a par value of €7 each.
The Group’s capital is not subject to any external restrictions. Double voting rights are granted to all shares for which a nominative registration can be confirmed, for at least two years in the name of the same shareholder.
22.2Share-based payment
Free share grant
In 2010, FORVIA implemented a share grant plan for executives of Group companies. These shares are subject to service and performance conditions.
In 2021, FORVIA has implemented a unique long term share grant plan (Executive Super Performance Initiative-ESPI) for the members of the Group Executive Committee. executives of Group companies. The acquisition period is five years without conservation condition, and the maximum amount is limited to 300% of the yearly fixed wages. These shares are subject to a service and a performance condition, the Total Shareholder Return – TSR, compared to a peer group.
Free shares are measured at fair value by reference to the market price of FORVIA’s shares at the grant date, less an amount corresponding to the expected dividends due on the shares but not paid during the vesting period and an amount reflecting the cost of the shares being subject to a lock-up period. For the ESPI plan, the fair value of the shares includes also an assumption for the achievement of the external performance condition which is frozen at grant date. The fair value is recognized in payroll costs on a straight-line basis over the vesting period, with a corresponding adjustment to equity.
Date of Annual Share- |
Date of Board meeting |
Maximum number of free shares that can be granted* for: |
Performance condition |
Share market value at grant date (in €) |
Adjustments |
Acquisition date |
Sales date (from) |
||
---|---|---|---|---|---|---|---|---|---|
reaching the objective |
exceeding the objective |
dividend rate |
Non-trans- |
||||||
05/31/2021 |
10/25/2021 |
862,293 |
1,121,703 |
2023 after tax income target as stated in strategic plan when granted adjusted following the board decision of July 26th, 2023, FORVIA earning per share growth compared to a reference group of companies and percentage of diversity men-women within the management population |
42.33 |
3.60% |
NA |
10/25/2025 |
10/25/2025 |
06/01/2022 |
07/28/2022 |
1,492,710 |
1,939,880 |
For the CEO: 2024 after tax income target as stated in strategic plan when granted, FORVIA earning per share growth compared to a reference group of companies and percentage of diversity men-women within the management population |
16.68 |
6.00% |
NA |
07/28/2026 |
07/28/2026 |
05/30/2023 |
07/26/2023 |
1,531,480 |
1,991,900 |
2025 operating income and net cash flow target as stated in strategic plan when granted, FORVIA earning per share growth compared to a reference group of companies, percentage of diversity men-women within the management population and CO2 emissions reduction target |
24.57 |
4.00% |
NA |
07/26/2027 |
07/26/2027 |
05/31/2021 |
07/23/2021 |
324,883 |
324,883 |
ESPI plan : FORVIA share relative performance (TSR) compared to a reference group of companies on a yearly basis; for the CEO, FORVIA share relative performance (TSR) compared to a reference group of companies on average over five years (2021-2026) |
39.57 |
3.60% |
NA |
07/23/2026 |
07/23/2026 |
* Net of free shares granted cancelled. |
The shares corresponding to the plan attributed by the Board of October 9, 2019 (72,002), has been distributed in October 2023. The performance conditions for the plan attributed by the Board of October 22, 2020 have been partially met, the corresponding shares (521,273) will be distributed in October 2024.
Other plans
Furthermore, a long-term variable remuneration (long-term incentive, LTI) has been implemented for HELLA Management Board before HELLA acquisition by FORVIA. This long term incentive is paid in cash. The performance criteria are based on the return on invested capital (RoIC), the income before tax as well as the performance of the HELLA share (total shareholder return). The LTI base amount is determined for the first fiscal year in the calculation period, as a fixed percentage of the annual fixed salary depending on the RoIC; the long term variable remuneration is based on a calculation period of five fiscal years and payment is made once the calculation period comprising a total of five fiscal years has come to an end. For example, the LTI allocated for the fiscal year 2020/2021 will be paid out at the end of the fiscal year 2024. As these LTI are share-based, their value is recognized according to IFRS 2. However, the LTI allocated for fiscal year 2023 do not include the performance of the HELLA share as a performance criteria and their calculation period comprises only a total of four fiscal years.
Plan |
Grant date |
Vesting date |
Debt as at 12/31/23 (in € million) |
|
---|---|---|---|---|
LTI 19/20 |
(share-based) |
April 1, 2020 |
December 31, 2023 |
0.1 |
LTI 20/21 |
(share-based) |
June 1, 2020 |
December 31, 2024 |
4.3 |
LTI 21/22 |
(share-based) |
June 1, 2021 |
December 31, 2025 |
2.4 |
LTI 22 |
(share-based) |
June 1, 2022 |
December 31, 2026 |
2.5 |
LTI 23 |
(non share-based) |
January 1, 2023 |
December 31, 2026 |
1.0 |
The amount recognized for the period for all these plans is an expense of €16.4 million, compared to €16.4 million in the year 2022.
22.3Treasury stock
The cost of the shares held in treasury stock as of December 31, 2023 totaled €0.2 million, representing an average cost of €35.13 per share.
Note 23Minority interests
This item corresponds to minority shareholders’ interests in the equity of consolidated subsidiaries.
(in € million) |
2023 |
2022 |
---|---|---|
Amount as at beginning of the period |
1,691.1 |
386.3 |
Increase in minority shareholder interests |
6.8 |
0.0 |
Other changes in scope of consolidation |
2.0 |
1,220.4 |
Minority interests in net income for the year |
143.4 |
131.4 |
Other comprehensive income |
(7.2) |
22.5 |
Dividends allocated to minority interests |
(142.6) |
(55.2) |
Currency translation adjustments |
(31.5) |
(14.3) |
Amount as the end of the year |
1,662.0 |
1,691.1 |
The minority interests, taken individually, are not considered as significant in comparison to the total net equity.
Note 24Current provisions and contingent liabilities
24.1Current provisions
A provision is recorded when Group Executive Management has decided to streamline the organization structure and announced the program to the employees affected by it or their representatives, when relevant.
(in € million) |
Amount as of January 1, 2023 |
Additions |
Expenses charged |
Reversals* |
Sub total changes |
Change in scope of consolidation and other changes |
Amount as of December 31, 2023 |
---|---|---|---|---|---|---|---|
Restructuring |
200.0 |
151.5 |
(156.3) |
0.0 |
(4.8) |
(14.4) |
180.8 |
Risks on contracts and customer warranties |
478.1 |
117.4 |
(223.4) |
(20.0) |
(126.0) |
(50.4) |
301.7 |
Litigation |
65.4 |
5.3 |
(11.8) |
(0.1) |
(6.6) |
(1.5) |
57.2 |
Other provisions |
52.0 |
5.1 |
(3.4) |
0.0 |
1.7 |
9.7 |
63.3 |
Total |
795.5 |
279.3 |
(394.9) |
(20.1) |
(135.8) |
(56.6) |
602.9 |
* Surplus provisions. |
24.2Contingent liabilities
Litigation
There are no other claims or litigation in progress or pending that are likely to have a material impact on the Group’s consolidated financial position.
Note 25Non-current provisions and provisions for pensions and other post-employment benefits
25.1Non-current provisions
Changes in non-current provisions
(in € million) |
2023 |
2022 |
---|---|---|
Amount as at the beginning of the period |
575.2 |
447.3 |
Scope variation |
(2.1) |
399.0 |
Other movement |
12.9 |
(16.4) |
Allowance (or reversal) of provision |
63.6 |
48.8 |
Expenses charged to the period |
(54.0) |
(54.4) |
Payment to external funds |
(7.7) |
(5.8) |
Restatement differences |
42.1 |
(243.3) |
Amount as at the end of the period |
630.0 |
575.2 |
25.2Provisions for pensions and other post-employment benefits
Group employees may receive, in addition to their pensions in conformity with the applicable regulations in the countries where the Group companies employing them are located, additional benefits or post-retirement benefit obligations. The Group offers these benefits through either defined benefits or defined contribution plans. The valuation and accounting methodologies followed by the Group are the following:
- ■for defined contribution plans, costs are recognized as expenses based on contributions;
- ■the liability for defined benefit plans is determined on an actuarial basis using the projected unit credit method, according to the agreements effective in each concerned Group company.
The valuation takes into account the probability of employees staying with the Group up to retirement age and expected future salary levels as well as other economic assumptions (such as the inflation rate, the discount rate) for each concerned zone or country. It takes now also into account the 2021 IFRS IC decision on attributing benefit to periods of services. These assumptions are described in Note 25.2.
Benefit obligations are partially funded by contributions to external funds. In cases where the funds are permanently allocated to the benefit plan concerned, their value is deducted from the related liability. An excess of plan assets is only recognized in the balance sheet when it represents future benefits effectively available for the Group.
Periodic pension and other employee benefit costs are recognized as operating expenses over the benefit vesting period.
In case of a change in regime, past service costs are fully recognized as operating expenses, the benefits being fully acquired or not.
The expected rate of return of defined benefits plan assets is equal to the discount rate used to value the obligation at the opening of the period. This return is recorded in “Other financial income and expense”.
The other long-term benefits (during employment period) mainly cover seniority bonuses as well as long-service awards. The obligation is valued using similar methodology, assumptions and frequency as the ones used for post-employment benefits.
Benefit obligations
(in € million) |
2023 |
2022 |
---|---|---|
Present value of projected obligations |
|
|
Pension plan benefit obligations |
676.7 |
633.7 |
|
175.8 |
167.2 |
|
37.6 |
41.0 |
|
7.7 |
8.2 |
Total |
897.8 |
850.1 |
Value of plan assets : |
|
|
|
630.0 |
575.2 |
|
298.8 |
296.4 |
|
(31.0) |
(21.5) |
Total |
897.8 |
850.1 |
|
Pension benefit obligations
A – Description of the plans
In France, all managerial employees with a salary in tranche C are granted a defined benefit pension scheme, for which the rights acquired as of December 31, 2019 have been frozen, in order to comply with the PACTE law from May 22, 2019 . Executive Committee members who have an employment contract with FORVIA S.E. or any of its subsidiaries also benefit from a defined benefit pension scheme for French members and defined contribution pension scheme for foreign members, the rights acquired as of December 31, 2019 in the defined benefit pension scheme for French members have also been frozen, in order to comply with the PACTE law from May 22, 2019. The rights are reestimated based on the evolution of the salary and respective expenses of the employees part of the pension scheme.
Moreover, in France, following the pension reform published on April 14, 2023, the retirement age has been postponed by two years. The impact of this reform is not material.
In the United States, the two remaining plans, already closed to new participants, were combined as of January 1, 2020. The combined pension plan covers 784 participants.
In Germany, the main defined benefit pension plan still open covers 5,192 participants. The benefit granted is based on the number of years of service, starting after 14 years. The main defined benefit pension plan closed to new participants covers 7,949 participants.
In Japan, the main defined benefit plan covers 699 participants. Benefits are based on years of service and paid at the end of the contract or upon reaching the age of 60.
B – Assumptions used
The Group’s obligations under these plans are determined on an actuarial basis, using the following assumptions:
- ■retirement age between 64 and 65 for employees in France;
- ■staff turnover assumptions based on the economic conditions specific to each country and/or Group company;
- ■mortality assumptions specific to each country;
- ■estimated future salary levels until retirement age, based on inflation assumptions and forecasts of individual salary increases for each country;
- ■the expected long-term return on external funds;
- ■discount and inflation rates (or differential) based on local conditions;
The main actuarial assumptions used in the past two years to measure the pension liability are as follows:
Nota: The discount rate for the euro zone was determined on the basis of yields on prime corporate bonds for a maturity corresponding to the duration of the obligations. Prime corporate bonds are defined as bonds awarded one of the top two ratings by a recognized rating agency (for example, bonds rated AA or AAA by Moody’s or Standard & Poor’s).
C – Information on external funds
The fair value of shares and bonds falls in the level 1 category (price quoted in active markets) in 2023.
D – Provisions for pension liabilities recognized on the balance sheet
(in € million) |
2023 |
2022 |
||||
---|---|---|---|---|---|---|
France |
Abroad* |
Total |
France |
Abroad |
Total |
|
Amount as at the beginning of the period |
127.9 |
376.7 |
504.5 |
167.1 |
205.1 |
372.1 |
Effect of changes in scope of consolidation |
(0.5) |
(1.0) |
(1.5) |
0.5 |
378.5 |
379.0 |
Additions |
12.4 |
40.0 |
52.4 |
11.3 |
32.0 |
43.3 |
Expenses charged to the provision |
(3.6) |
(34.9) |
(38.5) |
(2.8) |
(41.6) |
(44.4) |
Payments to external funds |
(1.0) |
(6.7) |
(7.7) |
0.0 |
(5.8) |
(5.8) |
Actuarial gains/(losses) |
1.4 |
41.0 |
42.4 |
(48.2) |
(192.7) |
(240.9) |
Other movements |
0.0 |
2.1 |
2.1 |
0.0 |
1.2 |
1.2 |
Amount as at the end of the period |
136.6 |
417.1 |
553.7 |
127.9 |
376.7 |
504.5 |
* The provision for €417.1 million as of December 31, 2023 relates mainly to Germany (€345.6 million). |
E – Changes in pension liabilities
In France, retirement commitments increased by €7.8 million at the closing compared to that of the previous year as detailed below:
(in € million) |
2023 |
2022 |
||||
---|---|---|---|---|---|---|
France |
Abroad |
Total |
France |
Abroad |
Total |
|
Projected benefit obligation |
|
|
|
|
|
|
Amount as at the beginning of the period |
144.2 |
656.8 |
801.0 |
183.6 |
479.3 |
662.9 |
Service costs |
7.3 |
23.0 |
30.3 |
10.8 |
25.3 |
36.1 |
Annual restatement |
5.7 |
27.5 |
33.2 |
2.2 |
14.0 |
16.2 |
Benefits paid |
(5.3) |
(53.6) |
(58.9) |
(3.9) |
(65.4) |
(69.3) |
Actuarial gains/(losses) |
0.4 |
45.9 |
46.3 |
(47.4) |
(285.8) |
(333.2) |
Other movements (including translation adjustment) |
(0.3) |
0.5 |
0.2 |
0.5 |
491.7 |
492.2 |
Curtailments and settlements |
0.0 |
0.5 |
0.5 |
(1.6) |
(2.3) |
(3.9) |
Effect of closures and plan amendments |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
Amount as at the end of the period |
152.0 |
700.5 |
852.5 |
144.2 |
656.8 |
801.0 |
Value of plan assets |
|
|
|
|
|
|
Amount as at the beginning of the period |
16.3 |
280.1 |
296.4 |
16.5 |
274.2 |
290.7 |
Projected return on plan assets |
0.6 |
11.0 |
11.6 |
0.1 |
5.0 |
5.1 |
Actuarial gains/(losses) |
(1.0) |
4.9 |
3.9 |
0.8 |
(93.1) |
(92.3) |
Other movements (including translation adjustment) |
0.2 |
(0.6) |
(0.4) |
0.0 |
112.0 |
112.0 |
Employer contributions |
1.0 |
6.7 |
7.7 |
0.0 |
5.8 |
5.8 |
Benefits paid |
(1.7) |
(18.7) |
(20.4) |
(1.1) |
(23.8) |
(24.9) |
Curtailments and settlements |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
Effect of closures and plan amendments |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
Amount as at the end of the period |
15.4 |
283.4 |
298.8 |
16.3 |
280.1 |
296.4 |
Balance of provisions as at the end |
136.6 |
417.1 |
553.7 |
127.9 |
376.7 |
504.5 |
Total change expensed at the end |
12.4 |
40.0 |
52.4 |
11.3 |
32.0 |
43.3 |
- ■in operating income for the portion relating to service cost;
- ■in “Other financial income and expenses” for restatement of vested rights and the projected return on external funds.
The actuarial gains and losses generated have been recorded in “Other comprehensive income” according to IAS 19R. It can be analyzed as follows:
F – Retirement pension liabilities: sensitivity to changes in the discount rate and in the inflation rate in the main scope
The impact of a 25 basis point increase in the discount rate and in the inflation rate for the projected benefit obligation is as follows:
25.3Long-service awards
The Group evaluates its liability for the payment of long-service awards, given to employees based on certain seniority requirements. The Group calculates its liability for the payment of long-service awards using the same method and assumptions as for its pension liability. Provisions for long-service awards have been set aside as follows:
25.4Healthcare costs
In addition to pension plans, some Group companies, mainly in the United States, cover the healthcare costs of their employees.
The increase of 25 basis points in the discount rate and 1 percentage point in the healthcare cost trend rates would lead to the following variations on the Group’s projected benefits obligations:
(in %) |
Discount rate +0.25 pt |
Healthcare cost trend rate +1 pt |
---|---|---|
Projected benefit obligation |
(1.7)% |
+7.0% |
Financial liabilities
The Group’s financial liabilities fall within the IFRS 9 categories of (i) financial liabilities at fair value through profit or loss, and (ii) other financial liabilities measured at amortized cost.
They are recorded on the following balance sheet items: “Current financial liabilities” and “Non-current financial liabilities” (Note 26), “Accrued taxes and payroll costs” (Note 27) and “Sundry payables” (Note 28).
Financial assets and liabilities are broken down into current and non-current components for maturities at the balance sheet date: under or over a year.
Note 26Net debt
The Group’s financial liabilities are generally measured at amortized cost using the effective interest method.
26.1Analysis of net debt
(in € million) |
2023 |
2022 |
---|---|---|
Bonds |
6,424.9 |
6,499.5 |
Bank borrowings |
2,189.1 |
2,461.7 |
Other borrowings |
2.0 |
84.8 |
Non-current lease liabilities |
836.5 |
1,049.2 |
Non-current derivatives |
70.7 |
60.2 |
Sub-total non-current financial liabilities |
9,523.2 |
10,155.4 |
Current portion of long-term debt |
950.3 |
849.5 |
Current portion of lease liabilities |
219.1 |
251.8 |
Short-term borrowings (1) |
590.0 |
922.1 |
Current derivatives |
4.6 |
2.0 |
Sub-total current financial liabilities |
1,763.9 |
2,025.5 |
Total financial liabilities |
11,287.1 |
12,180.9 |
Derivatives classified under non-current and current assets |
(25.9) |
(40.7) |
Cash and cash equivalents |
(4,273.9) |
(4,201.1) |
Net debt |
6,987.3 |
7,939.1 |
Net cash and cash equivalent |
4,273.9 |
4,201.1 |
|
35.1 |
38.8 |
(in € million) |
Balance as of December 31, 2022 |
Impact on cash |
Translation adjustments |
Impact of fair value changes |
Change in consolidation scope and other changes |
Balance as of December 31, 2023 |
---|---|---|---|---|---|---|
Bonds |
6,499.5 |
376.1 |
0.0 |
(0.6) |
(450.1) |
6,424.9 |
Bank borrowings |
2,461.7 |
153.8 |
(10.1) |
(2.6) |
(413.7) |
2,189.1 |
Other borrowings |
84.8 |
0.0 |
(1.5) |
(29.1) |
(52.2) |
2.0 |
Non-current lease liabilities |
1,049.2 |
0.0 |
(18.9) |
0.0 |
(193.8) |
836.5 |
Non-current derivatives |
60.2 |
0.0 |
0.0 |
10.9 |
(0.4) |
70.7 |
Sub-total non-current financial liabilities |
10,155.4 |
529.9 |
(30.6) |
(21.4) |
(1,110.2) |
9,523.2 |
Current portion of long-term debt |
849.5 |
(788.9) |
(5.5) |
(6.4) |
901.5 |
950.3 |
Current portion of lease liabilities |
251.8 |
(246.0) |
(6.3) |
0.0 |
219.6 |
219.1 |
Short-term borrowings |
922.1 |
(276.9) |
(35.2) |
(3.6) |
(16.5) |
590.0 |
Current derivatives |
2.0 |
0.0 |
0.0 |
2.1 |
0.4 |
4.6 |
Sub-total current financial liabilities |
2,025.5 |
(1,311.8) |
(47.0) |
(7.8) |
1,105.0 |
1,763.9 |
Total financial liabilities |
12,180.9 |
(781.8) |
(77.6) |
(29.2) |
(5.3) |
11,287.1 |
Derivatives classified under non-current and current assets |
(40.7) |
0.0 |
0.4 |
14.5 |
0.0 |
(25.9) |
Cash and cash equivalents |
(4,201.1) |
(246.5) |
124.1 |
(0.8) |
50.3 |
(4,273.9) |
Total |
7,939.1 |
(1,028.3) |
46.9 |
(15.5) |
45.0 |
6,987.3 |
26.2Maturities of long-term debt
(in € million) |
2025 |
2026 |
2027 |
2028 |
2029 and beyond |
Total |
---|---|---|---|---|---|---|
Bonds |
992.5 |
1,624.2 |
2,618.3 |
698.6 |
491.2 |
6,424.9 |
Bank borrowings |
436.9 |
1,038.1 |
30.3 |
323.0 |
360.8 |
2,189.1 |
Other borrowings |
1.8 |
0.1 |
0.0 |
0.0 |
0.0 |
2.0 |
Non-current lease liabilities |
188.1 |
155.1 |
126.3 |
100.2 |
266.9 |
836.5 |
Non-current derivatives |
0.0 |
0.0 |
1.7 |
0.0 |
69.0 |
70.7 |
Total as of December 31, 2023 |
1,619.2 |
2,817.6 |
2,776.6 |
1,121.8 |
1,188.0 |
9,523.2 |
26.3Financing
Syndicated credit facility
On December 15, 2014, FORVIA signed a syndicated credit facility, with a five-year maturity, for an amount of €1,200 million. This credit facility was renegotiated on June 24, 2016, then on June 15, 2018 in order to extend the maturity to five years from that date. In May 2021, FORVIA has signed with its banks an Amend & Extend agreement of this syndicated credit line enabling the Group to increase the amount up to €1,500 million, as well as indexing its costs on FORVIA’s environmental performance, the interest rate varying depending upon the achievement of the Group’s target of CO2 neutrality for its scopes 1 & 2, and to extend its maturity to five years, i.e. May 2026, with two one-year extension options submitted to the banks’ agreement.
On April 26, 2022, FORVIA has renegotiated its covenant related to its leverage ratio (ratio Net debt (1)/adjusted EBITDA (2)) and which compliance is a condition affecting the availability of this credit facility. The level of this covenant was not to be tested for June 30, 2022 and was at 3.75x for December 31, 2022 (instead of 3.0x) before coming back to 3.0x from June 30, 2023 onwards. As of December 31, 2023, this condition was met.
On June 27, 2023 FORVIA has extended the maturity of the syndicated credit facility to May 28, 2027 for an amount of €1,450 million. The available amount is of €1,500 million up to May 28, 2026. FORVIA also negotiated the possibility to extend the credit facility until June 2, 2028, submitted to the banks’ agreement. This credit facility includes some restrictive clauses on asset disposals (disposal representing over 35% of the Group’s total consolidated assets requires the prior approval of banks representing two-thirds of the syndicate) and on the debt level of some subsidiaries.
Syndicated credit facility HELLA
On September 30, 2022, HELLA signed a new syndicated credit facility, replacing the previous one, for an amount of €450 million, with maturity on September 30, 2025, with two one year extension options and an option to increase the amount up to €150 million. In September 2023, HELLA has exercised one of the extension options to extend the maturity of this credit line to December 29, 2026.
Term LOAN 2023
FORVIA has signed on June 9, 2023 a new €500 million syndicated loan (Term Loan 2023) with a maturity to June 2, 2026 and including two one year extension options until June 2, 2028, submitted to the banks’ agreement, the interest rate varying depending upon the achievement of the Group’s target of CO2 neutrality for its scopes 1, 2 & 3 (controlled emissions).
This credit facility includes some restrictive clauses on asset disposals (disposal representing over 35% of the Group’s total consolidated assets requires the prior approval of banks representing two-thirds of the Term Loan) and on the debt level of some subsidiaries.
Schuldscheindarlehen
FORVIA has signed on December 17, 2018 a private placement under German Law (Schuldscheindarlehen) for a total amount of €700 million. This transaction is structured into several tranches in EUR and USD, at fixed and variable rates, with maturities of 4, 5 and 6 years, i.e. December 2022, 2023 and 2024. €378 million have been received on December 20, 2018 and the remaining amount has been received in early January 2019. The USD tranches have been partially converted in EUR resources through long term cross-currency swaps. This private placement has been used to finance the acquisition of Clarion Co., Ltd.
On June 21, 2021 FORVIA has reimbursed by anticipation €226.5 million of the variable rate tranche of the Schuldscheindarlehen with 2022 maturity. On December 20, 2022, FORVIA has reimbursed €58.5 million of the fixed rate tranche of the Schuldscheindarlehen with 2022 maturity.
On June 30, 2023, FORVIA has reimbursed by anticipation US$165 million of the variable rate tranche of the Schuldscheindarlehen with December 2023 maturity. The US$55 million long term cross currency swap linked to the repaid tranche has also been closed by anticipation.
FORVIA has signed on December 17, 2021 a private placement under German Law (Schuldscheindarlehen) including ESR performance criteria for a total amount of €700 million and on June 15, 2022 an additional placement of €50 million. This transaction is structured into several tranches in EUR and USD, at fixed and variable rates, with maturities of 2.5, 4, 5 and 6 years, i.e. July 2024 and January 2026, 2027 and 2028. €435 million have been received on December 22, 2021 and the remaining amount has been received in early January 2022. The USD tranches have been partially converted in EUR resources through long term cross-currency swaps. This private placement is part of the prefinancing of the acquisition of HELLA.
¥30 billion credit facility
On February 7, 2020, FORVIA has signed a credit facility in yen for an amount of ¥30 billion, with a five-year maturity, aiming at refinancing on a long term basis the debt of Clarion Co., Ltd. The credit facility comprises two tranches of ¥15 billion each, one being a loan and the other one a renewable credit line.
The maturity of the credit line has been extended from February 2025 to February 2026 by exercising the first extension option.
On April 26, 2022, FORVIA has renegotiated its covenant related to its leverage ratio (ratio Net debt(3)/adjusted EBITDA(4)) and which compliance is a condition affecting the availability of this credit facility. The level of this covenant was not to be tested for June 30, 2022 and was at 3.75x for December 31, 2022 (instead of 3.0x) before coming back to 3.0x from June 30, 2023 onwards. As of December 31, 2023, this condition was met.
Syndicated loan Latin America
On September 22, 2022, Faurecia Sistemas Automotrices de Mexico Srl signed a syndicated credit facility for an amount of US$210 million, with various investors from Latin America. On this basis, FORVIA Sistemas Automotrices de Mexico Srl has borrowed US$100 million and 2 billion mexican pesos at a variable rate with a maturity on March 22, 2028, the amount in pesos being converted in USD resources through long term cross-currency swaps.
On February 10, 2023, Faurecia Sistemas Automotrices de Mexico Srl has suscribed an additional loan for US$90 million with the same conditions and a maturity to March 22, 2028.
European Investment Bank (EIB) credit facility
On July 1, 2022, FORVIA signed a credit facility for an amount of €315 million, with a seven year maturity with the European Investment Bank (EIB). This credit facility aims at financing investments in research and development, in production and deployment of the hydrogen technology for mobility applications, advanced systems for driving assistance and driver control systems. It is composed of two tranches: (i) one for an amount of €289 million (ii) one for an amount of €26 million.
This credit facility includes a covenant on the ratio Net debt(1)/adjusted EBITDA(2) which compliance is a condition affecting the availability of this credit facility, identical to the syndicated credit facility and which cannot exceed 3.75x for December 31, 2022 and 3.0x from December 31, 2023 onwards. As of December 31, 2023, this condition was met. It includes as well some restrictive clauses on asset disposals and on the debt level of some subsidiaries.
In compliance with IAS 20, the difference between the market rate for a comparable loan at initial date and the interest rate for this loan has been recognized as a grant; it is recognized in P&L against the costs that the grant aims to compensate over the loan duration.
2024 bonds HELLA (1.00%)
On May 17, 2017, HELLA issued bonds for an amount of €300 million due May 17, 2024, carrying annual interest of 1.00%, payable on May 17 each year, as from May 17, 2018.
The proceeds of these bonds have been used to redeem the €300 million bonds due September 07, 2017, carrying annual interest of 1.25%, issued in March 2014.
2025 bonds (2.625%)
On March 8, 2018, FORVIA issued bonds for an amount of €700 million due June 15, 2025, carrying annual interest of 2.625%, payable on June 15 and December 15 each year, as from June 15, 2018.
These bonds include a covenant restricting the additional indebtedness if the EBITDA after certain adjustments is lower than twice the gross interest costs, and restrictions on the debt similar to those of the syndicated credit loan.
The proceeds of these bonds have been used to redeem the €700 million bonds due June 15, 2022, carrying annual interest of 3.125%, issued in March and April 2015.
The bonds are listed on the Global Exchange Market of Euronext Dublin (previously Irish Stock Exchange).
An additional issue for €300 million of these 2025 bonds has been done on July 31, 2020. These additional bonds have been issued at 97.50% of the par, which corresponds to a yield to maturity of 3.18%.
2026 SLB bonds (7.25%)
On November 15, 2022, FORVIA issued bonds for an amount of €700 million due June 15, 2026, carrying annual interest of 7.25%, payable on June 15 and December 15 each year, as from June 15, 2023.
These bonds are subject to the same restrictions than the 2029 bonds and base the 2025 objectives of CO2 emission reduction on scope 1 & 2 on the “Sustainable Linked Financing Framework” published in October 2021 and approved by the ISS ESG. The non compliance to these objectives involves a step up of the bonds interest in 2026.
An additional issue for €250 million has been done on February 1, 2023. These additional bonds have been issued at 101.75% of the par, which corresponds to a yield to maturity of 6.65%. On December 14, 2023 FORVIA has launched a tender offer to purchase back a part of these bonds at 105.5%, for a total amount of €150.1 million.
2026 bonds (3.125%)
On March 27, 2019, FORVIA issued bonds for an amount of €500 million due June 15, 2026, carrying annual interest of 3.125%, payable on June 15 and December 15 each year, as from June 15, 2019.
In order to prefinance the acquisition of 50% of SAS shares, an additional issue for €250 million of these 2026 bonds has been performed on October 31, 2019. These additional bonds have been issued at 104.50% of the par, which corresponds to a return at issuance of 2.40%.
2027 bonds (2.375%)
On November 27, 2019, FORVIA issued bonds for an amount of €700 million due June 15, 2027, carrying annual interest of 2.375%, payable on June 15 and December 15 each year, as from June 15, 2020.
The proceeds of these bonds have been used to refinance the €700 million bonds due June 15, 2023 carrying annual interest of 3.625%, issued on April 1, 2016.
This refinancing has been done through a tender offer through which 2023 bond holders could exchange their bonds against new 2027 bonds. The rate of exchange has reached 76%. The bonds that were not tendered in this offer have been redeemed in accordance with the offering memorandum. The settlement of these two operations has taken place respectively on November 25 and November 28, 2019.
The bond premium for bonds tendered in the offer is amortized over the duration of the new 2027 bonds; the bond premium for bonds redeemed by anticipation has been expensed in the year 2019.
On February 3, 2021, an additional issue for €190 million of these 2027 bonds has been performed via a private placement. These bonds have been issued at 100.75% of the par, which corresponds to a return at issuance of 2.26%.
2027 SLB bonds (2.75%)
On November 10, 2021, FORVIA issued bonds for an amount of €1,200 million due February 15, 2027, carrying annual interest of 2.75%, payable on June 15 and December 15 each year, as from June 15, 2022.
These bonds are subject to the same restrictions than the 2029 green bonds and base the 2025 objectives of CO2 emission reduction on scope 1 & 2, on the “Sustainable Linked Financing Framework” published in October 2021 and approved by the ISS ESG. The non compliance to these objectives involves a step up of the bonds interest in 2026. The proceeds of these bonds have been used to pre finance the acquisition of HELLA.
2027 bonds HELLA (0.50%)
On September 3, 2019, HELLA issued bonds for an amount of €500 million due January 26, 2027, carrying annual interest of 0.50%, payable on January 26 each year, as from January 26, 2020.
The proceeds of these bonds have been used to redeem the €500 million bonds due January 24, 2020, carrying annual interest of 2.375%, issued in January 2013.
2028 bonds (3.75%)
On July 31, 2020, FORVIA issued bonds for an amount of €700 million due June 15, 2028, carrying annual interest of 3.75%, payable on June 15 and December 15 each year, as from December 15, 2020.
These bonds are subject to the same restrictions than the 2027 bonds. The bonds are listed on the Global Exchange Market of Euronext Dublin.
2029 Green bonds (2.375%)
FORVIA issued on March 22, 2021 green bonds for an amount of €400 million due June 15, 2029, carrying annual interest of 2.375%. The proceeds will be used to finance or refinance the Group’s investments in the hydrogen mobility, for both hydrogen storage and distribution systems and in fuel cell stacks and systems through Symbio, its joint venture with Michelin and Stellantis. The Green Bond Framework has been reviewed by ISS ESG, environmental rating agency.
These bonds are subject to the same restrictions than the 2028 bonds. The bonds are listed on the Global Exchange Market of Euronext Dublin.
2026 Yen bonds (2.48%)
On December 15, 2023, FORVIA issued bonds for an amount of ¥11,700 million due March 13, 2026, carrying annual interest of 2.48%, payable on June 15 and December 15 each year, as from June 15, 2024.
As of December 31, 2023, the outstanding amount of these bonds amounted to ¥11,700 million (€73.2 million).
2027 Yen bonds (2.81%)
On December 15, 2023, FORVIA issued bonds for an amount of ¥6,800 million due March 15, 2027, carrying annual interest of 2.81%, payable on June 15 and December 15 each year, as from June 15, 2024.
As of December 31, 2023, the outstanding amount of these bonds amounted to ¥6,800 million (€43.4 million).
2028 Yen bonds (3.19%)
On December 15, 2023, FORVIA issued bonds for an amount of ¥700 million due December 15, 2028, carrying annual interest of 3.19%, payable on June 15 and December 15 each year, as from June 15, 2024.
As of December 31, 2023, the outstanding amount of these bonds amounted to ¥700 million (€5.0 million).
2032 & 2033 Loan facilities HELLA in yen
On September 17, 2002, HELLA issued a notes certificate for an amount of ¥12 billion due September 17, 2032, carrying annual interest of 3.50%, payable on March 17 and September 17 each year, as from March 17, 2003.
On June 16, 2003, HELLA signed a loan for an amount of ¥10 billion due June 20, 2033, carrying annual interest of 4.02%, payable in USD on June 20 and December 20 each year, as from December 20, 2003.
As of December 31, 2023, the outstanding amount of these loans amounted to ¥22 billion (€140.7 million).
Finally, during the year 2023, FORVIA regularly issued commercial papers with a maturity up to one year. As of December 31, 2023, the outstanding amount was €482.8 million.
Credit Ratings
- ■BB+ stable outlook by Fitch since November 3, 2023;
- ■BB stable outlook by S&P since August 7, 2023;
- ■Ba2 stable outlook by Moody’s since August 10, 2023; and
- ■A- stable outlook by JCR since August 18, 2023.
Moreover, HELLA held at 81.59% by FORVIA is rated Baa3 stable outlook by Moody's since August 11, 2023.
(in € million) |
Carrying Amount |
Remaining contractual maturities |
||||||
---|---|---|---|---|---|---|---|---|
Assets |
Liabilities |
Total |
0-3 months |
3-6 months |
6-12 months |
1-5 years |
>5 years |
|
Other non-current financial assets |
156.5 |
|
156.5 |
|
|
|
156.5 |
|
Other current financial assets |
154.7 |
|
154.7 |
|
|
|
154.7 |
|
Trade accounts receivables |
4,132.9 |
|
4,132.9 |
4,042.0 |
18.0 |
72.9 |
|
|
Cash and cash equivalents |
4,273.9 |
|
4,273.9 |
4,273.9 |
|
|
|
|
Accrued interests |
|
(51.2) |
(1,151.1) |
(45.0) |
(143.1) |
(172.7) |
(751.1) |
(39.2) |
Current portion of lease liabilities |
|
(219.1) |
(219.1) |
(54.9) |
(54.8) |
(109.4) |
|
|
Bonds current portion (excluding interest) |
|
|
|
|
|
|
|
|
2024 HELLA Bond |
|
(299.9) |
(299.9) |
|
(299.9) |
|
|
|
Bank borrowings and other financial debts - current |
|
|
|
|
|
|
|
|
Schuldschein |
|
(350.5) |
(350.5) |
|
|
(350.5) |
|
|
Other current debts |
|
(320.8) |
(320.8) |
(158.4) |
(13.6) |
(148.8) |
|
|
Trade accounts payables |
|
(8,397.9) |
(8,397.9) |
(8,092.3) |
(288.6) |
(17.0) |
|
|
Bonds non current portion (excluding interest) |
|
|
|
|
|
|
|
|
2025 Bonds |
|
(992.5) |
(992.5) |
|
|
|
(992.5) |
|
2026 Bonds |
|
(750.8) |
(750.8) |
|
|
|
(750.8) |
|
2026 JPY Bonds |
|
(73.2) |
(73.2) |
|
|
|
(73.2) |
|
2026 SLB Bonds |
|
(797.8) |
(797.8) |
|
|
|
(797.8) |
|
2027 SLB Bonds |
|
(1,194.2) |
(1,194.2) |
|
|
|
(1,194.2) |
|
2027 Bonds |
|
(881.5) |
(881.5) |
|
|
|
(881.5) |
|
2027 HELLA Bond |
|
(499.3) |
(499.3) |
|
|
|
(499.3) |
|
2027 JPY Bonds |
|
(43.4) |
(43.4) |
|
|
|
(43.4) |
|
2028 Bonds |
|
(696.2) |
(696.2) |
|
|
|
(696.2) |
|
2028 JPY Bonds |
|
(5.0) |
(5.0) |
|
|
|
(5.0) |
|
2029 Green Bonds |
|
(397.4) |
(397.4) |
|
|
|
|
(397.4) |
2032 HELLA JPY Bond |
|
(93.8) |
(93.8) |
|
|
|
|
(93.8) |
Bank borrowings and other financial debts - non current |
|
|
|
|
|
|
|
|
Term Loan |
|
(497.5) |
(497.5) |
|
|
|
(497.5) |
|
Schuldschein |
|
(609.9) |
(609.9) |
|
|
|
(609.9) |
|
Other non current debts |
|
(1,083.7) |
(1,083.7) |
|
|
|
(722.9) |
(360.8) |
Non-current lease liabilities |
|
(836.5) |
(836.5) |
|
|
|
(569.6) |
(266.9) |
Interest rate derivatives |
4.3 |
(0.5) |
3.8 |
0.0 |
0.0 |
3.8 |
0.0 |
0.0 |
|
4.3 |
(0.5) |
3.8 |
0.0 |
0.0 |
3.8 |
0.0 |
0.0 |
|
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
Currency hedges |
75.5 |
(85.7) |
(10.3) |
18.5 |
10.1 |
12.8 |
16.8 |
(68.5) |
|
21.6 |
(5.9) |
15.7 |
1.0 |
(1.8) |
1.1 |
15.4 |
0.0 |
|
53.9 |
(79.3) |
(25.4) |
17.4 |
12.0 |
12.2 |
1.5 |
(68.5) |
|
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
0.0 |
(0.5) |
(0.5) |
0.0 |
0.0 |
(0.5) |
0.0 |
0.0 |
Total |
8,797.7 |
(19,178.1) |
(11,480.1) |
(16.3) |
(771.8) |
(708.8) |
(8,756.6) |
(1,226.6) |
26.4Analysis of borrowings
As of December 31, 2023, the variable rate borrowings were 25.7% of borrowings before taking into account the impact of hedging.
Borrowings, taking into account foreign exchange swaps, break down by repayment currency as follows:
As of December 31, 2023, the weighted average interest rate on gross outstanding borrowings was 4.46%.
Note 27Trade payables, accrued taxes and payroll costs
27.1Trade payables
FORVIA has implemented a reverse factoring program since 2017. This program enables suppliers participating to sell their receivables towards FORVIA to a financial institution (factor) before their contractual payment term. Relations between the parties are structured through two contracts:
- ■FORVIA suppliers are entering a factoring contract with the factor, for the receivables they have towards FORVIA;
- ■FORVIA signs a contract with the factor in which FORVIA commits to pay these invoices at the contractual payment term to the factor (once the invoices have been validated).
This program enables the participating suppliers to have their receivables paid on a short term by the factor. FORVIA pays these invoices at their contractual due date to the factor.
The scheme’s analysis has led FORVIA to consider that the nature of these invoices was not changed by the implementation of this program. They are therefore still classified as trade payables.
27.2Accrued taxes and payroll costs
Note 28Sundry payables
Note 29Financial instruments
29.1Financial instruments recorded in the balance sheet
(in € million) |
12/31/2023 |
Breakdown by category of instrument (1) |
||||
---|---|---|---|---|---|---|
Balance Sheet Carrying amount |
Carrying amount not defined as financial instruments |
Financial |
Financial |
Assets and liabilities at amortized cost |
Financial |
|
Other equity interests |
116.4 |
|
116.4 |
|
|
116.4 |
Other non-current financial assets |
156.5 |
|
16.6 |
0.5 |
139.4 |
156.5 |
Trade accounts receivables |
4,132.9 |
4,132.9 |
|
|
|
0.0 |
Other operating receivables |
593.4 |
541.3 |
2.5 |
49.6 |
|
52.1 |
Other non-current assets |
154.7 |
152.8 |
|
1.9 |
|
1.9 |
Other receivables and prepaid expenses |
1,449.2 |
1,414.6 |
|
34.6 |
|
34.6 |
Currency derivatives |
4.5 |
|
4.5 |
|
|
4.5 |
Interest rate derivatives |
4.2 |
|
0.1 |
4.1 |
|
4.2 |
Cash and cash equivalents |
4,273.9 |
|
4,273.9 |
|
|
4,273.9 |
Financial assets |
10,885.7 |
6,241.7 |
4,414.1 |
90.6 |
139.4 |
4,644.1 |
Long-term debt* |
8,686.7 |
2.0 |
29.6 |
41.1 |
8,614.0 |
8,744.1 |
Non-current lease liabilities |
836.5 |
|
|
|
836.5 |
836.5 |
Short-term debt |
1,544.8 |
|
3.9 |
0.7 |
1,540.3 |
1,544.8 |
Current portion of lease liabilities |
219.1 |
|
|
|
219.1 |
219.1 |
Prepayments on customers contracts |
1,051.4 |
1,051.4 |
|
|
|
0.0 |
Trade payables |
8,397.9 |
8,397.9 |
|
|
|
0.0 |
Accrued taxes and payroll costs |
1,061.3 |
1,061.3 |
|
|
|
0.0 |
Other non-current liabilities |
72.0 |
42.2 |
29.4 |
0.4 |
|
29.8 |
Sundry payables |
883.4 |
872.9 |
0.3 |
10.2 |
|
10.5 |
Financial liabilities |
22,753.1 |
11,427.6 |
63.2 |
52.4 |
11,209.8 |
11,384.9 |
* The fair value of the bonds, excluding accrued interest, was established on the basis of the year-end market value (December 31, 2023) : for the 2024 HELLA bonds quoted 98.60% of par, at €295.8 million; for the 2025 bonds quoted 98.17% of par, at €981.7 million; for the 2026 bonds quoted 98.06% of par, at €735.5 million ; for the SLB 7.25% 2026 bonds quoted 106.06% of par, at €848.4 million ; for the 2026 bonds in Yen quoted 100.10% of par, at €74.9 million ; for the 2027 bonds quoted 94.59% of par, at €841.9 million; for the 2027 bonds SL quoted 95.70% of par, at €1,148.4 million; for the 2027 HELLA bonds quoted 91.56% of par, at €457.8 million; for the 2027 bonds in Yen quoted 100.36% of par, at €43.7 million ; for the 2028 bonds quoted 98.07% of par, at €686.5 million; for the 2028 bonds in Yen quoted 100.61% of par, at €4.5 million and for the 2029 green bonds quoted 91.33% of par, at €365.3 million. |
(in € million) |
12/31/2022 |
Breakdown by category of instrument (1) |
||||
---|---|---|---|---|---|---|
Balance |
Carrying amount not defined as financial instruments |
Financial assets/ |
Financial assets/ |
Assets and liabilities at amortized cost |
Financial assets/ |
|
Other equity interests |
128.5 |
|
128.5 |
|
|
128.5 |
Other non-current financial assets |
158.1 |
|
2.5 |
20.6 |
135.0 |
158.1 |
Trade accounts receivables |
5,065.9 |
5,065.9 |
|
|
|
0.0 |
Other operating receivables |
720.5 |
672.1 |
8.4 |
40.0 |
|
48.4 |
Other non-current assets |
187.1 |
178.6 |
|
8.5 |
|
8.5 |
Other receivables and prepaid expenses |
1,425.7 |
1,327.1 |
|
98.6 |
|
98.6 |
Currency derivatives |
13.1 |
|
11.4 |
1.7 |
|
13.1 |
Interest rate derivatives |
4.6 |
|
0.0 |
4.6 |
|
4.6 |
Cash and cash equivalents |
4,201.1 |
|
4,201.1 |
|
|
4,201.1 |
Financial assets |
11,904.6 |
7,243.7 |
4,351.9 |
174.0 |
135.0 |
4,660.9 |
Long-term debt* |
9,106.2 |
2.3 |
14.3 |
46.0 |
9,043.6 |
8,239.3 |
Non-current lease liabilities |
1,049.2 |
|
|
|
1,049.2 |
1,049.2 |
Short-term debt |
1,773.7 |
|
2.0 |
|
1,771.7 |
1,773.7 |
Current portion of lease liabilities |
251.8 |
|
|
|
251.8 |
251.8 |
Prepayments on customers contracts |
975.4 |
975.4 |
|
|
|
0.0 |
Trade payables |
9,181.3 |
9,181.3 |
|
|
|
0.0 |
Accrued taxes and payroll costs |
1,104.3 |
1,104.3 |
|
|
|
0.0 |
Other non current liabilities |
48.1 |
47.0 |
|
1.1 |
|
1.1 |
Sundry payables |
728.1 |
711.6 |
3.9 |
12.6 |
|
16.5 |
Financial liabilities |
24,218.1 |
12,021.9 |
20.2 |
59.7 |
12,116.3 |
11,331.6 |
* The fair value of the bonds, excluding accrued interest, was established on the basis of the year-end market value (December 31, 2022) : for the 2024 HELLA bonds quoted 96.45% of par, at €289.3 million; for the 2025 bonds quoted 90.86% of par, at €908.6 million; for the 2026 bonds quoted 88.31% of par, at €662.3 million ; for the SLB 7.25% 2026 bonds quoted 100.89% of par, at €706.2 million; for the 2027 bonds quoted 83.54% of par, at €743.5 million; for the 2027 bonds SL quoted 84.21% of par, at €1,010.5 million; for the 2027 HELLA bonds quoted 83.60% of par, at €418.0 million; for the 2028 bonds quoted 85.09% of par, at €595.7 million and for the 2029 green bonds quoted 75.18% of par, at €300.7 million. |
Moreover, FORVIA has signed in 2022 two power purchase contracts (VPPA) in wind farms in Sweden for a total production of 638 GWh per year (ten years contracts). These contracts, except the component of guarantees of origin acquisition, are considered as financial instruments according to IFRS 9. As of December 31, 2023, the variance of the fair value of the contracts represented a loss of €13.6 million accounted for in other financial income and expense (fair value at level 3). The guarantees of origin are for Forvia own-use.
- ■items accounted for at fair value through profit or loss, as well as hedging instruments, are measured using a valuation technique based on rates quoted on the interbank market, such as Euribor and exchange rates set daily by the European Central Bank;
- ■financial liabilities are primarily recognized at amortized cost calculated using the effective interest rate method;
- ■the fair value of trade receivables and payables related to manufacturing and sales operations corresponds to their carrying value given of their very short maturities.
(in € million) |
2023 |
Breakdown by category of instrument |
||
---|---|---|---|---|
Impact Income |
Financial assets/ |
Financial liabilities at amortized cost |
Instruments derivatives |
|
Translation differences on commercial transactions |
63.8 |
61.4 |
|
2.4 |
Income on loans, cash investments and marketable securities |
90.7 |
90.7 |
|
|
Finance costs |
(586.2) |
|
(586.2) |
|
Other financial income and expenses |
(52.3) |
(14.5) |
(22.7) |
(15.1) |
Net income (expenses) |
(484.0) |
137.6 |
(608.9) |
(12.7) |
(in € million) |
2022 restated |
Breakdown by category of instrument |
||
---|---|---|---|---|
Impact Income |
Financial assets/ |
Financial liabilities at amortized cost |
Instruments derivatives |
|
Translation differences on commercial transactions |
(10.2) |
(14.8) |
|
4.6 |
Income on loans, cash investments and marketable securities |
50.3 |
50.3 |
|
|
Finance costs |
(377.1) |
|
(377.1) |
|
Other financial income and expenses |
(168.4) |
|
(165.1) |
(3.3) |
Net income (expenses) |
(505.4) |
35.5 |
(542.2) |
1.3 |
As of December 31, 2023, movements in provisions for impairment break down as follows by category of financial asset:
(in € million) |
Balance as of January 1, 2023 |
Additions |
Utilizations |
Reversals (surplus provisions) |
Change in scope of consolidation and other changes |
Balance as of December 31 2023 |
---|---|---|---|---|---|---|
Doubtful accounts |
(49.9) |
(12.7) |
29.4 |
0.0 |
2.1 |
(31.1) |
Shares in non-consolidated companies |
(22.3) |
(3.4) |
1.2 |
0.0 |
(0.1) |
(24.6) |
Non-current financial assets |
(27.7) |
(0.4) |
0.0 |
0.0 |
11.7 |
(16.3) |
Other receivables |
(21.6) |
(0.3) |
3.2 |
0.0 |
1.3 |
(17.4) |
Total |
(121.4) |
(16.8) |
33.8 |
0.0 |
14.9 |
(89.4) |
29.2Financial instruments – fair value hierarchy
The Group’s financial instruments that are measured at fair value break down as follows by level of fair value measurement: Level 1 (prices quoted in active markets) for short-term cash investments and Level 2 (measured using a valuation technique based on rates quoted on the interbank market, such as Euribor and exchange rates set daily by the European Central Bank) for currency and interest rate instruments.
Note 30Hedging of currency and interest rate risks
30.1Transactions in foreign currencies and derivatives
Transactions in foreign currencies are converted at the exchange rate prevailing on the transaction date. Receivables and payables are converted at the year-end exchange rate. Resulting gains or losses are recorded in the income statement as operating income or expenses for operating receivables and payables, and under “Other financial income and expenses” for other receivables and payables.
FORVIA uses derivative instruments traded on organized markets or purchased over the counter from first-rate counterparties to hedge currency and interest rate risks. They are recorded at fair value in the balance sheet.
30.2Hedging of currency risks
Currency risks relating to the commercial transactions of the Group’s subsidiaries are managed centrally by FORVIA, except HELLA and its subsidiaries, using forward purchase and sale contracts and options as well as foreign currency financing. FORVIA manages the hedging of currency risks on a central basis, through the Group Finance and Treasury department, which reports to the Executive Management. Hedging decisions are made by a Market Risk Management Committee that meets on a monthly basis.
Currency risks relating to the commercial transactions of the HELLA’s subsidiaries, are managed centrally by HELLA, using forward purchase and sale contracts and options as well as foreign currency financing. HELLA manages the hedging of currency risks on a central basis, through the Treasury department, which reports to the Executive Management.
Currency risks on forecasted transactions are hedged on the basis of estimated cash flows determined when budgets are prepared, validated by Executive Management; these forecasts are updated on a regular basis. The related derivatives are classified as cash flow hedges when there is a hedging relationship that satisfies the IFRS 9 criteria.
Subsidiaries with a functional currency different from the euro are granted inter-company loans in their operating currencies. Although these loans are refinanced in euros and eliminated in consolidation, they contribute to the Group’s currency risk exposure and are therefore hedged through foreign exchange swaps or financing in the concerned currency.
The effective portion of changes in the fair value of instruments used to hedge future revenues is recorded in equity and taken to operating income when the hedged revenues are received.
Changes in the fair value of instruments used to hedge trade receivables and payables are recorded as operating income or expense.
The portion of the change in fair value of these hedges that is ineffective (time value of the hedges) is recorded under “Other financial income and expenses” together with changes in the fair value of instruments used to hedge other receivables and payables except for the changes in the fair value of cash flow hedges which are recorded in amounts to be potentially reclassified to profit or loss.
The foreign exchange exposure of investments in equity (in different currency than euro) is generally not hedged using financial instruments. However, the Group has decided to partially hedge its net investment in China. Foreign exchange gains or losses related to these hedges directly impact equity for the variance of the intrinsic value ; variances of the time value are recorded under “Other financial income and expenses”
2023
Currency exposure (in € million) |
USD |
CZK |
CNY |
RUB |
GBP |
PLN |
MXN |
JPY |
---|---|---|---|---|---|---|---|---|
Trade receivables (net of payables) |
94.6 |
(111.3) |
159.2 |
2.5 |
2.1 |
(21.4) |
(95.6) |
52.9 |
Financial assets (net of liabilities)* |
226.7 |
(1.8) |
(349.0) |
(27.6) |
(97.2) |
0.0 |
15.2 |
34.8 |
Forecast transactions** |
147.4 |
(139.4) |
41.5 |
0.5 |
(33.4) |
(92.0) |
(158.3) |
31.4 |
Net position before hedging |
468.7 |
(252.4) |
(148.3) |
(24.6) |
(128.4) |
(113.4) |
(238.7) |
119.1 |
Currency hedges |
(354.0) |
196.3 |
178.0 |
0.0 |
118.8 |
79.0 |
212.3 |
(211.2) |
Net position after hedging |
114.7 |
(56.1) |
29.7 |
(24.6) |
(9.6) |
(34.4) |
(26.4) |
(92.0) |
* Including inter-company financing. ** Commercial exposure anticipated over the next six months. |
2022
Currency exposure (in € million) |
USD |
CZK |
CNY |
RUB |
GBP |
PLN |
MXN |
JPY |
---|---|---|---|---|---|---|---|---|
Trade receivables (net of payables) |
(11.1) |
(17.1) |
(32.5) |
6.7 |
(17.3) |
(21.0) |
0.0 |
44.2 |
Financial assets (net of liabilities)* |
211.7 |
(0.4) |
(93.5) |
(33.5) |
(65.9) |
0.0 |
(0.9) |
137.9 |
Forecast transactions** |
244.9 |
(207.0) |
147.7 |
5.6 |
(11.3) |
(68.6) |
(215.0) |
69.5 |
Net position before hedging |
445.6 |
(224.5) |
21.8 |
(21.2) |
(94.6) |
(89.6) |
(215.8) |
251.6 |
Currency hedges |
(325.3) |
159.5 |
4.0 |
0.0 |
72.4 |
76.5 |
72.3 |
(225.9) |
Net position after hedging |
120.3 |
(65.0) |
25.8 |
(21.2) |
(22.1) |
(13.1) |
(143.5) |
25.7 |
* Including inter-company financing. ** Commercial exposure anticipated over the next six months. |
Hedging instruments are recognized in the balance sheet at fair value. Fair value is determined based on measurements confirmed by banking counterparties.
Information on hedged notional amounts
(in € million) 12/31/2023 |
Carrying amount |
Maturities |
||||
---|---|---|---|---|---|---|
Assets |
Liabilities |
Notional amount* |
< 1 year |
1 to 5 years |
> 5 years |
|
Fair value hedges |
|
|
|
|
|
|
|
0.0 |
(0.1) |
23.6 |
23.6 |
0.0 |
0.0 |
|
4.6 |
(4.2) |
1,141.3 |
1,141.3 |
0.0 |
0.0 |
|
17.0 |
(1.5) |
137.1 |
0.0 |
137.1 |
0.0 |
Cash flow hedges |
|
|
|
|
|
|
|
48.2 |
(10.0) |
1,871.9 |
1,730.8 |
141.1 |
0.0 |
|
5.7 |
(0.9) |
372.8 |
372.8 |
0.0 |
0.0 |
|
0.0 |
(68.4) |
140.7 |
0.0 |
0.0 |
140.7 |
Net Investment Hedge |
|
|
|
|
|
|
|
0.0 |
(0.5) |
195.8 |
195.8 |
0.0 |
0.0 |
Not eligible for hedge accounting |
0.0 |
0.0 |
8.8 |
8.8 |
0.0 |
0.0 |
|
75.5 |
(85.6) |
|
|
|
|
* Notional amounts based on absolute values. |
(in € million) 12/31/ 2022 |
Carrying amount |
Maturities |
||||
---|---|---|---|---|---|---|
Assets |
Liabilities |
Notional amount* |
< 1 year |
1 to 5 years |
> 5 years |
|
Fair value hedges |
|
|
|
|
|
|
|
0.0 |
(0.1) |
4.0 |
4.0 |
0.0 |
0.0 |
|
4.2 |
(2.1) |
965.4 |
965.4 |
0.0 |
0.0 |
|
24.0 |
(63.0) |
396.2 |
112.5 |
31.4 |
252.3 |
Cash flow hedges |
|
|
|
|
|
|
|
48.1 |
(16.3) |
1,693.6 |
1,554.5 |
139.1 |
0.0 |
|
8.8 |
(0.9) |
376.2 |
201.9 |
174.3 |
0.0 |
Not eligible for hedge accounting |
0.0 |
(0.1) |
4.8 |
4.8 |
0.0 |
0.0 |
|
85.1 |
(82.5) |
|
|
|
|
* Notional amounts based on absolute values. |
The sensitivity of Group income and equity as of December 31, 2023 to a fluctuation in exchange rates against the euro is as follows for the main currencies to which the Group is exposed:
Currency exposure |
USD |
CZK |
CNY |
RUB |
GBP |
PLN |
MXN |
JPY |
---|---|---|---|---|---|---|---|---|
2023 |
1.11 |
24.72 |
7.85 |
99.19 |
0.87 |
4.34 |
18.72 |
156.33 |
Currency fluctuation scenario |
5.0% |
5.0% |
5.0% |
5.0% |
5.0% |
5.0% |
5.0% |
5.0% |
Exchange rate after currency depreciation |
1.16 |
25.96 |
8.24 |
104.15 |
0.91 |
4.56 |
19.66 |
164.15 |
Impact on pre-tax income (in € million) |
(7.5) |
5.7 |
(3.4) |
1.3 |
0.1 |
0.4 |
4.0 |
1.2 |
Impact on other comprehensive income |
12.9 |
(15.8) |
18.2 |
0.0 |
(1.3) |
(3.4) |
(9.6) |
(4.1) |
These impacts reflect (i) the effect on the income statement of currency fluctuations on the year-end valuation of assets and liabilities recognized on the balance sheet, net of the impact of the change in the intrinsic value of hedging instruments (both those qualifying and not qualifying as fair value hedges) and (ii) the effect on equity of the change in the intrinsic value of hedging instruments for derivatives qualifying as cash flow hedges.
30.3Interest-rate hedges
FORVIA manages the hedging of interest rate risks on a central basis. Such management is implemented through the Group Finance and Treasury department, which reports to the Executive Management. Hedging decisions are made by a Market Risk Management Committee that meets on a monthly basis.
HELLA manages the hedging of interest rate risks on a central basis. Such management is implemented through the Group Finance and Treasury department, which reports to the Executive Management.
Changes in the fair value of interest rate hedges are recorded directly in “Other financial income and expenses” when the hedging relationship cannot be demonstrated under IFRS 9, or where the Group has elected not to apply hedge accounting principles.
The table below shows the Group’s interest rate position, with assets, liabilities and derivatives broken down into fixed or variable rates. Financial assets include cash and cash equivalents and interest rate hedges include interest rate swaps as well as in-the-money options.
(in € million) 2023 |
Under 1 year |
1 to 2 years |
2 to 5 years |
More than 5 years |
Total |
|||||
---|---|---|---|---|---|---|---|---|---|---|
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
|
Financial assets |
|
4,282.7 |
|
|
|
17.0 |
|
0.1 |
|
4,299.8 |
Financial liabilities |
(613.2) |
(1,236.9) |
(1,200.6) |
(190.0) |
(5,471.2) |
(1,469.7) |
(1,105.5) |
0.0 |
(8,390.4) |
(2,896.6) |
Net position before hedging |
(613.2) |
3,045.8 |
(1,200.6) |
(190.0) |
(5,471.2) |
(1,452.7) |
(1,105.5) |
0.1 |
(8,390.4) |
1,403.2 |
Interest rate hedges |
(137.0) |
137.0 |
0.0 |
0.0 |
30.3 |
(30.3) |
(225.0) |
225.0 |
(331.7) |
331.7 |
Net position after hedging |
(750.2) |
3,182.8 |
(1,200.6) |
(190.0) |
(5,440.9) |
(1,483.0) |
(1,330.5) |
225.1 |
(8,722.1) |
1,734.9 |
(in € million) 2022 |
Under 1 year |
1 to 2 years |
2 to 5 years |
More than 5 years |
Total |
|||||
---|---|---|---|---|---|---|---|---|---|---|
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
|
Financial assets |
|
4,218.7 |
|
7.9 |
|
|
|
15.2 |
|
4,241.8 |
Financial liabilities |
(436.7) |
(1,706.2) |
(607.9) |
(855.0) |
(5,608.4) |
(494.7) |
(1,950.6) |
(521.4) |
(8,603.6) |
(3,577.4) |
Net position before hedging |
(436.7) |
2,512.5 |
(607.9) |
(847.1) |
(5,608.4) |
(494.7) |
(1,950.6) |
(506.2) |
(8,603.6) |
664.5 |
Interest rate hedges |
(401.6) |
401.6 |
(137.0) |
137.0 |
31.4 |
(31.4) |
0.0 |
0.0 |
(507.2) |
507.2 |
Net position after hedging |
(838.3) |
2,914.0 |
(744.9) |
(710.1) |
(5,577.0) |
(526.1) |
(1,950.6) |
(506.2) |
(9,110.7) |
1,171.6 |
Cross-currency swaps variable/fixed rate are included in the above detailed position, but their value in the balance sheet as well as the notional amounts are included in the corresponding table for currency hedging instruments in Note 30.2 and not in the interest rate hedging instruments hereafter.
The main components of the fixed rate debt are the bonds issued by Forvia SE and HELLA; EIB credit facility maturing in 2029; a part of the Schuldscheindarlehen (see Note 26.3) issued in December 2018 and in December 2021 ; HELLA Bilaterals maturing in 2032 and 2033 (see note 26.3).
The majority of interest rate derivatives as of December 31, 2023 aim at hedging the variable part of the Schuldscheindarlehen against an interest rate increase.
In December 2023, Forvia has implemented a pre hedging with rate swaps with delayed start, in order to hedge a portion of the future issuance of debt. As of December 31st, 2023, the nominal value of this pre hedge was €225 million, with a value booked in liabilities for €0.5 million.
(in € million) 12/31/2023 |
Carrying amount |
Notional amounts by maturity |
|||
---|---|---|---|---|---|
Assets |
Liabilities |
< 1 year |
1 to 5 years |
> 5 years |
|
Interest rate options |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
Variable rate/fixed rate swaps |
4.3 |
(0.6) |
137.0 |
225.0 |
0.0 |
Accrued premiums payable |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
Swaption |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
4.3 |
(0.6) |
137.0 |
225.0 |
0.0 |
(in € million) 12/31/2022 |
Carrying amount |
Notional amounts by maturity |
|||
---|---|---|---|---|---|
Assets |
Liabilities |
< 1 year |
1 to 5 years |
> 5 years |
|
Interest rate options |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
Variable rate/fixed rate swaps |
12.5 |
0.0 |
350.0 |
137.0 |
0.0 |
Accrued premiums payable |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
Swaption |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
12.5 |
0.0 |
350.0 |
137.0 |
0.0 |
A part of the Group borrowings being at variable rates as stated in Note 26.4, a rise in short-term rates would therefore have an impact on financial expense.
The sensitivity tests performed, assuming a 100 bp increase in average interest rates compared to the rate curve as of December 31, 2023 show that the effect on net financial expense (before taxes) would not be significant, taking into account the profile of the Group’s borrowings and derivatives in place as of December 31, 2023.
30.4Counterpart risk on derivatives
FORVIA’s counterparty risk connection with its derivatives is not significant as the majority of its derivatives are arranged with banks with strong ratings that form part of its banking pool. The consideration of derivatives compensation agreements existing with counterparts, is summarized as follows:
Financial assets (in € million) |
(a) |
(b) |
(c) = (a) - (b) |
(d) Related amounts not set off in the balance sheet (not fulfilling IAS 32 compensation criteria) |
(e) = (c) - (d) |
|
---|---|---|---|---|---|---|
Gross amount value (before compensation) |
Gross Amounts compensated (according to IAS 32) |
Net amounts presented in the balance sheet |
Financial instruments |
Collaterals received |
Net amount |
|
Derivatives |
88.1 |
0.0 |
88.1 |
6.5 |
0.0 |
81.6 |
Other financial instruments |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
Total |
88.1 |
0.0 |
88.1 |
6.5 |
0.0 |
81.6 |
Financial liabilities (in € million) |
(a) |
(b) |
(c) = (a) - (b) |
(d) Related amounts not set off in the balance sheet (not fulfilling IAS 32 compensation criteria) |
(e) = (c) - (d) |
|
---|---|---|---|---|---|---|
Gross amount value (before compensation) |
Gross Amounts compensated (according to IAS 32) |
Net amounts presented in the balance sheet |
Financial instruments |
Collaterals received |
Net amount |
|
Derivatives |
96.4 |
0.0 |
96.4 |
6.5 |
0.0 |
89.9 |
Other financial instruments |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
Total |
96.4 |
0.0 |
96.4 |
6.5 |
0.0 |
89.9 |
Note 31Commitments given and contingent liabilities
Commitments given
(in € million) |
12/31/2023 |
12/31/2022 |
---|---|---|
Future minimum lease payments (1) |
70.5 |
16.3 |
Debt collateral : |
|
|
|
2.2 |
2.1 |
Other debt guarantees |
106.6 |
118.1 |
Firm orders for property, plant and equipment and intangible assets |
353.1 |
422.9 |
Other |
4.0 |
1.0 |
Total (2) |
536.4 |
560.4 |
|
Note 32Related party transactions
Transactions with consolidated entities are eliminated by the consolidation process. FORVIA’s business relations with non-consolidated or Equity consolidated entities are considered as non-significant.
Note 33Management compensation
Total compensation for 2023 awarded to the members of the Board of Directors and the Group Executive Committee serving in this capacity as at December 31, 2023 amounted to €17,382,859 including directors’ fees of €703,571 compared with the 2022 figures of €13,837,012 and €885,045 respectively.
Note 34Fees paid to the Statutory Auditors
(in € million) |
EY |
Mazars |
||||||
---|---|---|---|---|---|---|---|---|
Amount (excl. VAT) |
% |
Amount (excl. VAT) |
% |
|||||
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
|
Audit |
|
|
|
|
|
|
|
|
Statutory and contractual audits |
|
|
|
|
|
|
|
|
Issuer |
1.3 |
2.8 |
22.8% |
35.9% |
1.2 |
1.7 |
14.6% |
26.1% |
Fully consolidated companies |
3.8 |
4.2 |
66.7% |
53.8% |
6.7 |
4.5 |
82.9% |
68.0% |
Sub total |
5.1 |
7.0 |
89.5% |
89.8% |
7.9 |
6.2 |
97.5% |
94.1% |
Other services |
|
|
|
|
|
|
|
|
Issuer |
0.4 |
0.5 |
7.0% |
6.4% |
0.2 |
0.3 |
2.5% |
4.6% |
Fully consolidated companies |
0.2 |
0.3 |
3.5% |
3.8% |
0.0 |
0.1 |
0.0% |
1.4% |
Sub total |
0.6 |
0.8 |
10.5% |
10.2% |
0.2 |
0.4 |
2.5% |
5.9% |
Total |
5.7 |
7.8 |
100.0% |
100.0% |
8.1 |
6.6 |
100.0% |
100.0% |
Other services provided by EY to the Company and its subsidiaries mainly relate to issuance of statements as independent auditors, contractual audit reports, procedures in connection with divestment projects, consultations and comfort letters in connection with a financing operation.
Other services provided by Mazars to the Company and its subsidiaries mainly relate to issuance of statements as independent auditors, verification of the non-financial statement included in management report, contractual audit reports, procedures in connection with divestment projects, consultations and comfort letters in connection with a financing operation.
Note 35Dividends
The Board of Directors has decided to propose to the next Annual Shareholders’ Meeting a dividend of €0.50 per share.
1.3.6.List of consolidated companies as of December 31, 2023
|
Country |
Interest of (%) |
Stake (%) (1) |
---|---|---|---|
I - Fully consolidated companies |
|
|
|
FORVIA S.E. |
France |
Holding |
Holding |
South Africa |
|
|
|
Faurecia Interior Systems South Africa (Pty), Ltd |
South Africa |
100 |
100 |
Faurecia Interior Systems Pretoria (Pty), Ltd |
South Africa |
100 |
100 |
Faurecia Emission Control Technologies South Africa (CapeTown) (Pty), Ltd |
South Africa |
100 |
100 |
HELLA Automotive South Africa (Pty) Ltd |
South Africa |
81.59 |
100 |
Germany |
|
|
|
Faurecia Autositze GmbH (a) |
Germany |
100 |
100 |
Faurecia Automobiltechnik GmbH (a) (b) |
Germany |
100 |
100 |
Faurecia Automotive GmbH (a) (b) |
Germany |
100 |
100 |
Faurecia Innenraum Systeme GmbH (a) |
Germany |
100 |
100 |
Faurecia Emissions Control Technologies, Germany GmbH (a) |
Germany |
100 |
100 |
Hug Engineering GmbH (a) |
Germany |
100 |
100 |
Clarion Europa GmbH |
Germany |
100 |
100 |
FORVIA Germany GmbH (a) (b) |
Germany |
100 |
100 |
HELLA GmbH & Co. KGaA |
Germany |
81.59 |
100 |
HELLA Innenleuchten-Systeme GmbH |
Germany |
81.59 |
100 |
HELLA Fahrzeugkomponenten GmbH |
Germany |
81.59 |
100 |
HFK Liegenschaftsgesellschaft mbH |
Germany |
81.59 |
100 |
HELLA Aglaia Mobile Vision GmbH |
Germany |
81.59 |
100 |
HELLA Distribution GmbH |
Germany |
81.59 |
100 |
RP Finanz GmbH |
Germany |
81.59 |
100 |
Docter Optics S.E. |
Germany |
81.59 |
100 |
Docter Optics Components GmbH |
Germany |
81.59 |
100 |
HELLA Werkzeug Technologiezentrum GmbH |
Germany |
81.59 |
100 |
HELLA Corporate Center GmbH |
Germany |
81.59 |
100 |
HELLA Gutmann Holding GmbH |
Germany |
81.59 |
100 |
HELLA Gutmann Solutions GmbH |
Germany |
81.59 |
100 |
HELLA Gutmann Anlagenvermietung GmbH |
Germany |
81.59 |
100 |
TecMotive GmbH |
Germany |
81.59 |
100 |
HELLA Geschaftsfuhrungsgesellschaft GmbH |
Germany |
81.59 |
100 |
HELLA Holding International GmbH |
Germany |
81.59 |
100 |
Faurecia Hydrogen Solutions Germany |
Germany |
100 |
100 |
(1) Cumulated percentages of interest for fully consolidated companies. (a) Application of Section 264 (3) HGB (German Commercial Code). (b) Application of Section 291 (1) HGB (German Commercial Code). |
|||
|
|
|
|
Argentina |
|
|
|
Faurecia Sistemas De Escape Argentina S.A. |
Argentina |
100 |
100 |
Faurecia Argentina S.A. |
Argentina |
100 |
100 |
Australia |
|
|
|
HELLA Asia Pacific Pty Ltd |
Australia |
81.59 |
100 |
HELLA Australia Pty Ltd |
Australia |
81.59 |
100 |
HELLA Asia Pacific Holdings Pty Ltd |
Australia |
81.59 |
100 |
Austria |
|
|
|
HELLA Handel Austria GmbH |
Austria |
81.59 |
100 |
HELLA Fahrzeugteile Austria GmbH |
Austria |
81.59 |
100 |
Belgium |
|
|
|
Faurecia Automotive Belgium |
Belgium |
100 |
100 |
Brazil |
|
|
|
Faurecia Automotive do Brasil, Ltda |
Brazil |
100 |
100 |
FMM Pernambuco Componentes Automotivos, Ltda |
Brazil |
51 |
100 |
HELLA do Brazil Automotive Ltda. |
Brazil |
81.59 |
100 |
Canada |
|
|
|
Faurecia Emissions Control Technologies Canada, Ltd |
Canada |
100 |
100 |
Irystec Software Inc. |
Canada |
100 |
100 |
China |
|
|
|
Faurecia Exhaust Systems Changchun Co., Ltd |
China |
51 |
100 |
Changchun Faurecia Xuyang Automotive Seat Co., Ltd |
China |
60 |
100 |
Faurecia - GSK (Wuhan) Automotive Seating Co., Ltd |
China |
51 |
100 |
Faurecia (Wuxi) Seating Components Co., Ltd |
China |
100 |
100 |
Faurecia Tongda Exhaust Systems Wuhan Co., Ltd |
China |
50 |
100 |
Faurecia Honghu Exhaust Systems Shanghai, Co., Ltd |
China |
66 |
100 |
Faurecia (Changchun) Automotive Systems Co., Ltd |
China |
100 |
100 |
Faurecia Emissions Control Technologies Development (Shanghai) Co., Ltd |
China |
100 |
100 |
Faurecia (Shanghai) Automotive Systems Co., Ltd |
China |
100 |
100 |
Faurecia (Qingdao) Exhaust Systems Co., Ltd |
China |
100 |
100 |
Faurecia (China) Holding Co., Ltd |
China |
100 |
100 |
Faurecia (Guangzhou) Automotive Systems Co., Ltd |
China |
100 |
100 |
Faurecia Emissions Control Technologies (Chongqing) Co., Ltd |
China |
72.5 |
100 |
Faurecia Emissions Control Technologies (Yantai) Co., Ltd |
China |
100 |
100 |
Faurecia (Chengdu) Emissions Control Technologies Co., Ltd |
China |
51 |
100 |
Faurecia (Nanjing) Automotive Systems Co., Ltd |
China |
100 |
100 |
Faurecia (Shenyang) Automotive Systems Co., Ltd |
China |
100 |
100 |
Faurecia (Wuhan) Automotive Components Systems Co., Ltd |
China |
100 |
100 |
Changchun Faurecia Xuyang Interior Systems Co., Ltd |
China |
60 |
100 |
Chengdu Faurecia Limin Automotive Systems Co., Ltd |
China |
100 |
100 |
Faurecia (Yancheng) Automotive Systems Co., Ltd |
China |
100 |
100 |
(1) Cumulated percentages of interest for fully consolidated companies. (a) Application of Section 264 (3) HGB (German Commercial Code). (b) Application of Section 291 (1) HGB (German Commercial Code). |
|||
|
|
|
|
CSM Faurecia Automotive Parts Co., Ltd |
China |
50 |
100 |
Faurecia NHK (Xiangyang) Automotive Seating Co., Ltd |
China |
51 |
100 |
Faurecia Emissions Control Technologies (Beijing) Co., Ltd |
China |
100 |
100 |
Faurecia Emissions Control Technologies (Nanchang) Co., Ltd |
China |
51 |
100 |
Faurecia Emissions Control Technologies (Ningbo) Co., Ltd |
China |
100 |
100 |
Faurecia Emissions Control Technologies (Foshan) Co., Ltd |
China |
51 |
100 |
Foshan Faurecia Xuyang Interior Systems Co., Ltd |
China |
60 |
100 |
Faurecia PowerGreen Emissions Control Technologies (Shanghai) Co., Ltd |
China |
100 |
100 |
Shanghai Faurecia Automotive Seating Co., Ltd |
China |
55 |
100 |
Changsha Faurecia Emissions Control Technologies Co., Ltd |
China |
100 |
100 |
Dongfeng Faurecia Automotive Interior Co., Ltd |
China |
50 |
100 |
Borgward Faurecia (Tianjin) Auto Systems Co., Ltd |
China |
51 |
100 |
Faurecia Exhaust Systems (Shanghai) Co., Ltd |
China |
100 |
100 |
Faurecia (Jimo) Emissions Control Technologies Co., Ltd |
China |
100 |
100 |
Faurecia (Tianjin) Emission Control Technologies Co., Ltd |
China |
51 |
100 |
Faurecia Yinlun (Weifang) Emission Control Technologies Co., Ltd |
China |
52 |
100 |
Tianjin Faurecia Xuyang Automotive System Co., Ltd |
China |
60 |
100 |
Dongfeng Faurecia Emissions Control Technologies Co., Ltd |
China |
50 |
100 |
Faurecia (Changshu) Automotive System Co., Ltd |
China |
60 |
100 |
Faurecia (Liuzhou) Automotive Seating Co., Ltd |
China |
50 |
100 |
Faurecia Clarion Electronic Fengcheng Co., Ltd |
China |
100 |
100 |
Shenzhen Faurecia Automotive Parts Co., Ltd |
China |
70 |
100 |
Faurecia (Hangzhou) Automotive Systems Co., Ltd |
China |
100 |
100 |
Faurecia (Liuzhou) Automotive Interior Systems Co., Ltd |
China |
50 |
100 |
Faurecia Clarion Electronic Foshan Co., Ltd |
China |
100 |
100 |
Faurecia Chongqing Zhuotong Automotive Interior Systems Co., Ltd |
China |
50 |
100 |
Shanghai Faurecia Automotive Seating component Co., Ltd |
China |
55 |
100 |
HUG Engineering Shanghai Co., Ltd |
China |
100 |
100 |
Faurecia Clarion Electronics (Dongguan) Co. Ltd |
China |
100 |
100 |
Faurecia Clarion Electronics (Xiamen) Co. Ltd |
China |
100 |
100 |
Chengdu Faurecia Xuyang Automotive Seat Co., Ltd |
China |
60 |
100 |
Zhejiang Faurecia Interior & Exterior Systems Co., Ltd |
China |
100 |
100 |
Faurecia Clarion Electronic Chongqing Ltd |
China |
100 |
100 |
Changchun Faurecia Xuyang Display Technology Co., Ltd |
China |
100 |
100 |
Nanjing Faurecia Emission Control Technology Co., Ltd |
China |
66 |
100 |
Faurecia (Shanghai) Automotive Component Co.Ltd |
China |
100 |
100 |
Faurecia (Jiaxing) Automotive Systems Co., Ltd |
China |
100 |
100 |
Faurecia CLD Safety Technology (Shenyang) Co., Ltd |
China |
100 |
100 |
Faurecia Clarion (Wuhan) |
China |
100 |
100 |
Faurecia (Tianjin) Automotive Systems Co., Ltd |
China |
100 |
100 |
HELLA Shanghai Electronics Co., Ltd |
China |
81.59 |
100 |
(1) Cumulated percentages of interest for fully consolidated companies. (a) Application of Section 264 (3) HGB (German Commercial Code). (b) Application of Section 291 (1) HGB (German Commercial Code). |
|||
|
|
|
|
HELLA Changchun Tooling Co., Ltd |
China |
81.59 |
100 |
HELLA Corporate Center (China) Co., Ltd |
China |
81.59 |
100 |
Changchun HELLA Automotive Lighting Ltd |
China |
81.59 |
100 |
Beifang HELLA Automotive Lighting Ltd |
China |
81.59 |
100 |
HELLA Trading (Shanghai) Co., Ltd |
China |
81.59 |
100 |
HELLA China Holding Co., Ltd. |
China |
81.59 |
100 |
HELLA (Xiamen) Electronic Device Co., Ltd |
China |
81.59 |
100 |
Jiaxing HELLA Lighting Co., Ltd |
China |
81.59 |
100 |
Xian Faurecia Automotive Parts Co., Ltd |
China |
70 |
100 |
Changzhou Faurecia Automotive Parts Co., Ltd |
China |
70 |
100 |
Changchun FAWSN Faurecia Cockpit of Future System Co., Ltd |
China |
50 |
100 |
Faurecia (Jiaxing) Automotive Seating Co., Ltd |
China |
100 |
100 |
Faurecia Hydrogen Solutions China |
China |
100 |
100 |
Zhengzhou Faurecia Automotive Parts Co., Ltd |
China |
70 |
100 |
JinHua LEAP Faurecia Automotive Parts Co., Ltd |
China |
51 |
100 |
Faurecia (Shanghai) Automotive Interior Systems Co. Ltd |
China |
100 |
100 |
Faurecia Clarion Electronics Asia Pacific Limited |
China |
100 |
100 |
Chang Ming Co., Ltd |
China |
100 |
100 |
Clarion (H.K.) Industries Co., Ltd |
China |
100 |
100 |
China Taiwan |
|
|
|
Covatech Inc. |
China Taiwan |
100 |
100 |
Clarion (Taiwan) Manufacturing Co., Ltd |
China Taiwan |
100 |
100 |
South Korea |
|
|
|
Faurecia Korea, Ltd |
South Korea |
100 |
100 |
FCM Yeongcheon |
South Korea |
100 |
100 |
FAS Yeongcheon |
South Korea |
100 |
100 |
Docter Optics Asia Ltd |
South Korea |
81.59 |
100 |
HELLA Korea Inc. |
South Korea |
81.59 |
100 |
Faurecia Hydrogen Solutions Korea |
South Korea |
100 |
100 |
Denmark |
|
|
|
AMMINEX Emissions Technology AS |
Denmark |
100 |
100 |
HELLA Gutmann Solutions A/S |
Denmark |
81.59 |
100 |
HELLA A/S |
Denmark |
81.59 |
100 |
United Arab Emirates |
|
|
|
HELLA Middle East FZE |
United Arab Emirates |
81.59 |
100 |
HELLA Middle East LLC |
United Arab Emirates |
39.98 |
100 |
Spain |
|
|
|
Asientos de Castilla Leon, S.A. |
Spain |
100 |
100 |
Asientos del Norte, S.A. |
Spain |
100 |
100 |
Faurecia Asientos Para Automovil España, S.A. |
Spain |
100 |
100 |
Faurecia Sistemas De Escape España, S.A. |
Spain |
100 |
100 |
Tecnoconfort |
Spain |
50 |
100 |
(1) Cumulated percentages of interest for fully consolidated companies. (a) Application of Section 264 (3) HGB (German Commercial Code). (b) Application of Section 291 (1) HGB (German Commercial Code). |
|||
|
|
|
|
Asientos de Galicia, S.L. |
Spain |
100 |
100 |
Faurecia Automotive España, S.L. |
Spain |
100 |
100 |
Faurecia Interior System España, S.A. |
Spain |
100 |
100 |
Faurecia Interior System SALC España, S.L. |
Spain |
100 |
100 |
Valencia Modulos de Puertas, S.L. |
Spain |
100 |
100 |
Faurecia Emissions Control Technologies, Pamplona, S.L. |
Spain |
100 |
100 |
Incalplas, S.L. |
Spain |
100 |
100 |
Faurecia Holding España S.L. |
Spain |
100 |
100 |
HELLA España Holdings S. L. |
Spain |
81.59 |
100 |
Manufacturas y Accesorios Electricos S.A. |
Spain |
81.59 |
100 |
HELLA S.A. |
Spain |
81.59 |
100 |
United States |
|
|
|
Faurecia Emissions Control Systems NA, LLC |
United States |
100 |
100 |
Faurecia Automotive Seating, LLC |
United States |
100 |
100 |
Faurecia USA Holdings, Inc. |
United States |
100 |
100 |
Faurecia Emissions Control Technologies, USA, LLC |
United States |
100 |
100 |
Faurecia Interior Systems, Inc. |
United States |
100 |
100 |
Faurecia Madison Automotive Seating, Inc. |
United States |
100 |
100 |
Faurecia Interiors Louisville, LLC |
United States |
100 |
100 |
Faurecia Interior Systems Saline, LLC |
United States |
100 |
100 |
Faurecia Mexico Holdings, LLC |
United States |
100 |
100 |
FNK North America, Inc. |
United States |
100 |
100 |
Faurecia North America, Inc. |
United States |
100 |
100 |
Hug Engineering Inc. |
United States |
100 |
100 |
Clarion Corporation of America |
United States |
100 |
100 |
Docter Optics Inc. |
United States |
81.59 |
100 |
HELLA Corporate Center USA, Inc. |
United States |
81.59 |
100 |
HELLA Electronics Corporation |
United States |
81.59 |
100 |
HELLA Automotive Sales, Inc. |
United States |
81.59 |
100 |
HELLA Ventures, LLC |
United States |
81.59 |
100 |
Faurecia Hydrogen Solutions North America |
United States |
100 |
100 |
France |
|
|
|
Faurecia Sièges d'automobile |
France |
100 |
100 |
Faurecia Industries |
France |
100 |
100 |
ECSA - Études Et Construction de Sièges pour l'Automobile |
France |
100 |
100 |
Siedoubs |
France |
100 |
100 |
Siemar |
France |
100 |
100 |
Faurecia Seating Flers |
France |
100 |
100 |
Faurecia Investments |
France |
100 |
100 |
Trecia |
France |
100 |
100 |
Faurecia Automotive Holdings |
France |
100 |
100 |
Faurecia Intérieur Industrie |
France |
100 |
100 |
(1) Cumulated percentages of interest for fully consolidated companies. (a) Application of Section 264 (3) HGB (German Commercial Code). (b) Application of Section 291 (1) HGB (German Commercial Code). |
|||
|
|
|
|
Faurecia Systèmes d'Echappement |
France |
100 |
100 |
Faurecia Services Groupe |
France |
100 |
100 |
Faurecia Exhaust International |
France |
100 |
100 |
Faurecia Exhaust Russia Holding |
France |
100 |
100 |
MATERI'ACT |
France |
100 |
100 |
Faurecia Hydrogen Solutions |
France |
100 |
100 |
Faurecia Ventures |
France |
100 |
100 |
Faurecia Automotive Composites |
France |
100 |
100 |
Hambach Automotive Exteriors |
France |
100 |
100 |
Hennape Six |
France |
100 |
100 |
Faurecia Clarion Electronics Europe S.A.S. |
France |
100 |
100 |
Clarion Europe S.A.S |
France |
100 |
100 |
Faurecia Hydrogen Solutions France |
France |
100 |
100 |
HELLA S.A.S. |
France |
81.59 |
100 |
HELLA Engineering France S.A.S. |
France |
81.59 |
100 |
FH Services S.A.S. |
France |
95.4 |
100 |
Great Britain |
|
|
|
Faurecia Automotive Seating UK, Ltd |
Great Britain |
100 |
100 |
Faurecia Midlands, Ltd |
Great Britain |
100 |
100 |
SAI Automotive Fradley, Ltd |
Great Britain |
100 |
100 |
SAI Automotive Washington, Ltd |
Great Britain |
100 |
100 |
Faurecia Emissions Control Technologies UK, Ltd |
Great Britain |
100 |
100 |
Design LED Products, Ltd |
Great Britain |
100 |
100 |
HELLA UK Holdings Limited |
Great Britain |
81.59 |
100 |
HELLA Limited |
Great Britain |
81.59 |
100 |
Hungary |
|
|
|
Faurecia Emissions Control Technologies, Hungary Kft |
Hungary |
100 |
100 |
Clarion Hungary Electronics Kft. |
Hungary |
100 |
100 |
HELLA Hungaria Kft. |
Hungary |
81.59 |
100 |
India |
|
|
|
Faurecia Automotive Seating India Private, Ltd |
India |
100 |
100 |
Faurecia Emissions Control Technologies India Private, Ltd |
India |
74 |
100 |
Faurecia Interior Systems India Private, Ltd |
India |
100 |
100 |
Clarion India Pvt, Ltd |
India |
100 |
100 |
HELLA India Automotive Private Limited |
India |
81.59 |
100 |
HELLA Emobionics Pvt Ltd |
India |
81.59 |
100 |
HELLA India Lighting Ltd |
India |
69.5 |
100 |
Indonesia |
|
|
|
PT Faurecia Clean Mobility Indonesia |
Indonesia |
100 |
100 |
Israel |
|
|
|
Faurecia Security Technologies |
Israel |
100 |
100 |
(1) Cumulated percentages of interest for fully consolidated companies. (a) Application of Section 264 (3) HGB (German Commercial Code). (b) Application of Section 291 (1) HGB (German Commercial Code). |
|||
|
|
|
|
Italy |
|
|
|
Faurecia Emissions Control Technologies, Italy SRL |
Italy |
100 |
100 |
Hug Engineering Italia S.r.l. |
Italy |
100 |
100 |
HELLA S.p.A. |
Italy |
81.59 |
100 |
Japan |
|
|
|
Faurecia Japan K.K. |
Japan |
100 |
100 |
Faurecia Howa Interiors Co., Ltd |
Japan |
50 |
100 |
Faurecia Clarion Electronics Co., Ltd |
Japan |
100 |
100 |
Clarion Lifecycle Solutions Co., Ltd |
Japan |
100 |
100 |
Lithuania |
|
|
|
UAB HELLA Lithuania |
Lithuania |
81.59 |
100 |
Luxembourg |
|
|
|
FORVIA Ré |
Luxembourg |
100 |
100 |
Morocco |
|
|
|
Faurecia Équipements Automobiles Maroc |
Morocco |
100 |
100 |
Faurecia Automotive Systems Technologies |
Morocco |
100 |
100 |
Faurecia Automotive Industries Morocco SARL |
Morocco |
100 |
100 |
Mexico |
|
|
|
Faurecia Sistemas Automotrices de Mexico, SRL de C.V. |
Mexico |
100 |
100 |
Servicios Corporativos de Personal Especializado, S.A. de C.V. |
Mexico |
100 |
100 |
Faurecia Howa Interior Mexico, S.A. de C.V. |
Mexico |
51 |
100 |
Electronica Clarion, S.A. de C.V. |
Mexico |
100 |
100 |
HELLA Centro Corporativo Mexico S.A. de C.V. |
Mexico |
81.59 |
100 |
HELLA Automotive Mexico S.A. de C.V. |
Mexico |
81.59 |
100 |
HELLAmex S.A. de C.V. |
Mexico |
81.59 |
100 |
Norway |
|
|
|
HELLA Gutmann Solutions AS |
Norway |
81.59 |
100 |
New Zealand |
|
|
|
HELLA-New Zealand Limited |
New Zealand |
81.59 |
100 |
Netherlands |
|
|
|
ET Dutch Holdings B.V. |
Netherlands |
100 |
100 |
Hug Engineering B.V. |
Netherlands |
100 |
100 |
HELLA Benelux B.V. |
Netherlands |
81.59 |
100 |
Poland |
|
|
|
Faurecia Automotive Polska S.A. |
Poland |
100 |
100 |
Faurecia Walbrzych S.A. |
Poland |
100 |
100 |
Faurecia Grojec R&D Center S.A. |
Poland |
100 |
100 |
Faurecia Gorzow S.A. |
Poland |
100 |
100 |
Faurecia Legnica Decoration S.A |
Poland |
100 |
100 |
HELLA Polska Sp. z o.o. |
Poland |
81.59 |
100 |
(1) Cumulated percentages of interest for fully consolidated companies. (a) Application of Section 264 (3) HGB (German Commercial Code). (b) Application of Section 291 (1) HGB (German Commercial Code). |
|||
|
|
|
|
Portugal |
|
|
|
Faurecia – Assentos de Automovel, Lda |
Portugal |
100 |
100 |
SASAL |
Portugal |
100 |
100 |
Faurecia – SIstemas De Escape Portugal, Lda |
Portugal |
100 |
100 |
EDA – Estofagem de Assentos, Lda |
Portugal |
100 |
100 |
Faurecia Sistemas de Interior de Portugal, Componentes Para Automoveis S.A. |
Portugal |
100 |
100 |
Czech Republic |
|
|
|
Faurecia Exhaust Systems, S.R.O. |
Czech Republic |
100 |
100 |
Faurecia Automotive Czech Republic, S.R.O. |
Czech Republic |
100 |
100 |
Faurecia Interior Systems Bohemia, S.R.O. |
Czech Republic |
100 |
100 |
Faurecia Components Pisek, S.R.O. |
Czech Republic |
100 |
100 |
Faurecia Interiors Pardubice, S.R.O. |
Czech Republic |
100 |
100 |
Faurecia Emissions Control Technologies Mlada Boleslav, S.R.O. |
Czech Republic |
100 |
100 |
Faurecia Plzen |
Czech Republic |
100 |
100 |
Docter Optics s.r.o. |
Czech Republic |
81.59 |
100 |
HELLA Autotechnik Nova s.r.o. |
Czech Republic |
81.59 |
100 |
Romania |
|
|
|
Faurecia Romania S.R.L. |
Romania |
100 |
100 |
Euro Auto Plastic Systems S.R.L. |
Romania |
50 |
100 |
HELLA Romania s.r.l. |
Romania |
81.59 |
100 |
Russia |
|
|
|
OOO Faurecia Interior Luga |
Russia |
100 |
100 |
OOO Faurecia Automotive Development |
Russia |
100 |
100 |
HELLA OOO |
Russia |
81.59 |
100 |
Singapore |
|
|
|
HELLA Asia Singapore Pte. Ltd |
Singapore |
81.59 |
100 |
Slovakia |
|
|
|
Faurecia Automotive Slovakia SRO |
Slovakia |
100 |
100 |
HELLA Innenleuchten-Systeme Bratislava, s.r.o. |
Slovakia |
81.59 |
100 |
HELLA Slovakia Holding s.r.o. |
Slovakia |
81.59 |
100 |
HELLA Slovakia Signal-Lighting s.r.o. |
Slovakia |
81.59 |
100 |
Slovenia |
|
|
|
HELLA Saturnus Slovenija d.o.o. |
Slovenia |
81.59 |
100 |
Sweden |
|
|
|
Faurecia Interior Systems Sweden AB |
Sweden |
100 |
100 |
Faurecia CREO |
Sweden |
100 |
100 |
Switzerland |
|
|
|
Hug Engineering AG |
Switzerland |
100 |
100 |
Faurecia Switzerland Sàrl |
Switzerland |
100 |
100 |
Faurecia Switzerland Group AG |
Switzerland |
100 |
100 |
(1) Cumulated percentages of interest for fully consolidated companies. (a) Application of Section 264 (3) HGB (German Commercial Code). (b) Application of Section 291 (1) HGB (German Commercial Code). |
|||
|
|
|
|
Thailand |
|
|
|
Faurecia Interior Systems (Thailand) Co., Ltd |
Thailand |
100 |
100 |
Faurecia Emissions Control Technologies, Thailand Co., Ltd |
Thailand |
100 |
100 |
Faurecia & Summit Interior Systems (Thailand) Co., Ltd |
Thailand |
50 |
100 |
Clarion Asia (Thailand) Co., Ltd |
Thailand |
100 |
100 |
Rayong Faurecia Automotive Parts Co. Ltd |
Thailand |
70 |
100 |
Tunisia |
|
|
|
Société Tunisienne D'Équipements d'Automobile |
Tunisia |
100 |
100 |
Faurecia Informatique Tunisie |
Tunisia |
100 |
100 |
Türkiye |
|
|
|
Faurecia Polifleks Otomotiv Sanayi Ve Ticaret Anonim Sirketi |
Türkiye |
100 |
100 |
Intermobil Otomotiv Mumessillik Ve Ticaret A.S. |
Türkiye |
45.69 |
100 |
Uruguay |
|
|
|
Faurecia Automotive Del Uruguay, S.A. |
Uruguay |
100 |
100 |
Vietnam |
|
|
|
Faurecia Vietnam Haiphong |
Vietnam |
100 |
100 |
HELLA Vietnam Company Limited |
Vietnam |
81.59 |
100 |
II - Companies accounted for by the equity method |
|
|
|
Germany |
|
|
|
Behr-HELLA Thermocontrol GmbH |
Germany |
40.8 |
40.8 |
InnoSenT GmbH |
Germany |
40.8 |
40.8 |
China |
|
|
|
Changchun Xuyang Faurecia Acoustics & Soft Trim Co., Ltd |
China |
40 |
40 |
Jinan Jidao Auto Parts Co., Ltd |
China |
50 |
50 |
Changchun Faurecia Xuyang Automotive Components Technologies R&D Co., Ltd |
China |
45 |
45 |
Dongfeng Faurecia (Wuhan) Automotive Parts Sales Co., Ltd |
China |
50 |
50 |
Qinhuangdao WKW-FAD Automotive Interior Parts Co., Ltd |
China |
50 |
50 |
Dongfeng Faurecia (Xiangyang) Emissions Systems Co., Ltd |
China |
50 |
50 |
Faurecia Liuzhou Automotive Seating Sales Co., Ltd |
China |
50 |
50 |
Chongqing Guangneng Faurecia Interior Systems Co., Ltd |
China |
50 |
50 |
Faurecia (Liuzhou) Emissions Control Technologies Co., Ltd |
China |
50 |
50 |
Wuhan Clarion Kotei Software Technology Co., Ltd |
China |
25 |
25 |
Beijing BAIC Faurecia Automotive Systems Co., Ltd |
China |
50 |
50 |
Kaishi Faurecia Aftertreatment Control Technologies Co., Ltd |
China |
35 |
35 |
Changchun HELLA Faway Automotive Lighting Co., Ltd |
China |
39.98 |
39.98 |
Beijing HELLA BHAP Automotive Lighting Co., Ltd |
China |
40.8 |
40.8 |
HELLA BHAP (Sanhe) Automotive Lighting Co., Ltd |
China |
40.8 |
40.8 |
HELLA BHAP (Tianjin) Automotive Lighting Co., Ltd |
China |
40.8 |
40.8 |
HELLA BHAP Electronics (Jiangsu) Co., Ltd |
China |
40.8 |
40.8 |
HELLA Evergrande Electronics (Shenzhen) Co., Ltd |
China |
39.98 |
39.98 |
HELLA MINTH Jiaxing Automotive Parts Co., Ltd |
China |
40.8 |
40.8 |
(1) Cumulated percentages of interest for fully consolidated companies. (a) Application of Section 264 (3) HGB (German Commercial Code). (b) Application of Section 291 (1) HGB (German Commercial Code). |
|||
|
|
|
|
HELLA Evergrande Electronics (Yangzhou) Co., Ltd |
China |
39.98 |
39.98 |
Faway Hainuo Automotive Technology (Changzhou) Co., Ltd |
China |
24.39 |
24.39 |
Beijing SamLip Automotive Lighting Ltd |
China |
19.99 |
19.99 |
HELLA Faway Automotive Lighting (Tianjin) Co., Ltd |
China |
39.98 |
39.98 |
Spain |
|
|
|
Componentes de Vehiculos de Galicia, S.A. |
Spain |
50 |
50 |
Copo Iberica, S.A. |
Spain |
50 |
50 |
United States |
|
|
|
Total Network Manufacturing LLC |
United States |
49 |
49 |
France |
|
|
|
Automotive Performance Materials (APM) |
France |
50 |
50 |
Symbio |
France |
33.33 |
33.33 |
India |
|
|
|
NHK F. Krishna India Automotive Seating Private, Ltd |
India |
19 |
19 |
Basis Mold India Private Limited |
India |
38 |
38 |
Italy |
|
|
|
Ligneos Srl |
Italy |
50 |
50 |
Japan |
|
|
|
Faurecia – NHK Co., Ltd |
Japan |
50 |
50 |
Malaysia |
|
|
|
Clarion (Malaysia) Sdn. Bhd. |
Malaysia |
45 |
45 |
Mexico |
|
|
|
GMD Stamping Mexico S.A. de C.V. |
Mexico |
49 |
49 |
Portugal |
|
|
|
Vanpro Assentos, Lda |
Portugal |
50 |
50 |
Faurecia Aptoide Automotive, Lda |
Portugal |
50 |
50 |
Türkiye |
|
|
|
Teknik Malzeme Ticaret Ve Sanayi AS |
Türkiye |
50 |
50 |
(1) Cumulated percentages of interest for fully consolidated companies. (a) Application of Section 264 (3) HGB (German Commercial Code). (b) Application of Section 291 (1) HGB (German Commercial Code). |
1.4.Statutory auditors’ report on the consolidated financial statements for the year ended December 31, 2023
This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in French and it is provided solely for the convenience of English-speaking users.
This statutory auditors’ report includesinformation required by European regulations and French law, such as information about the appointment of the statutory auditors or verification of the information concerning the Group presented in the management report and other documents provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
Opinion
In compliance with the engagement entrusted to us by your annual general meeting, we have audited the accompanying consolidated financial statements of Forvia for the year ended December 31st, 2023.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31st, 2023 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report.
Independence
We conducted our audit engagement in compliance with the independence requirements of the French Commercial Code (Code de commerce) and the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes) for the period from January 1st, 2023 to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No. 537/2014.
Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L. 821-53 and R. 821-180 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements.
Impairment testing of goodwill
Risk identified |
|
Our response |
---|---|---|
The carrying amount of goodwill amounts to €5,129.6 million at December 31, 2023. Goodwill is allocated to the six groups of cash generating units (CGUs) corresponding to the Group’s operating segments at which goodwill is monitored for internal management purposes: Seating, Clean Mobility, Interiors, Electronics, Lighting and Lifecycle solutions. In accordance with IAS 36, goodwill is not amortized but is tested for impairment at least once a year and more often if there is an indication that it may be impaired. For the purpose of impairment testing, goodwill is allocated between groups of CGUs. A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets, as described in Note 10 to the consolidated financial statements. Impairment tests are performed to compare the carrying amount of assets and liabilities by group of CGUs with the higher of their value in use (equal to the present value of the net future cash flows expected) and their fair value including costs of disposal. For a given group of CGUs, an impairment loss is recognized whenever its value then determined falls below its carrying amount. The cash flow forecasts used to calculate value in use were based on the Group’s 2024-2028 forecasts for all six CGU’s. Those forecasts were established during 2023 last semester. The volume assumptions used in the forecasts are based on external information sources. As mentioned in Note 10 to the consolidated financial statements, impairment test performed as of December 31, 2023 confirmed goodwill value accounted for in the balance sheet. We considered the measurement of the recoverable amount of goodwill to be a key audit matter for the following reasons:
|
|
We assessed the method used by management to determine the Goodwill recoverable amount of each group of CGUs in order to assess its compliance with IAS 36. With asset valuation experts part of the audit team, we assessed the key assumptions used by management to determine projected future cash flows and, in particular:
We also assessed the appropriateness of the disclosures on goodwill provided in the notes to the consolidated financial statements. |
Accounting and recoverability of development costs
Risk identified |
|
Our response |
---|---|---|
Net capitalized development costs amount to €3,154.0 million at December 31, 2023. In accordance with IAS 38, development costs incurred in connection with producing and delivering modules for specific customer orders are recorded as an intangible asset pursuant to the conditions set out in Note 11 to the consolidated financial statements. These capitalized costs are amortized to match the quantities of parts delivered to the customer, over a period not exceeding five years except under exceptional circumstances. Research costs, and development costs that do not meet the above criteria, are expensed as incurred pursuant to the conditions set out in Note 11 to the consolidated financial statements. As mentioned in Note 10 to the consolidated financial statements, the capitalized development costs are tested for impairment whenever there is an indication that they may be impaired. Impairment tests involve comparing the carrying amount of the tangible and intangible assets allocated to a customer contract with the present value of the net future cash flows expected to be derived from the contract, considering the best estimates of the future sales. We considered the accounting and recoverability of development costs to be a key audit matter for the following reasons:
|
|
With regard to the capitalization of development costs:
With regard to the measurement of the recoverable amount of capitalized development costs:
We also assessed the appropriateness of the disclosures provided on development costs in the notes to the consolidated financial statements. |
Accounting and recoverability of deferred tax assets
Risk identified |
|
Our response |
---|---|---|
Deferred tax assets amount to €852.9 million in the balance sheet at December 31, 2023, while deferred tax liabilities amount to €327.8 million. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available in the short or medium term against which the temporary differences or the loss carryforward can be utilized, based on the Group’s forecasts. The Group’s ability to recover deferred tax assets is assessed by management at the end of the year. The assessment of the ability to recover net deferred tax assets as of December 31, 2023 (€525.1 million) is based on the Group’s forecasts for the long-term recovery of tax losses. We considered the accounting and the recoverability of deferred tax assets to be a key audit matter due to the importance of the assumptions and judgments used by management to recognize these assets, especially in the crisis evolutive context related to inflation and to the military conflict in Ukraine and considering the materiality of their amounts in the consolidated financial statements. |
|
We assessed the consistency of the assumptions used by management to recognize and measure deferred tax assets and their compliance with IAS 12. With the support of our tax experts, we assessed the probability that the Group will be able to utilize the tax loss carryforwards currently recognized in its balance sheet, in particular with regard to:
We also assessed the consistency of the key data and assumptions underlying the taxable income projections, underlying the recognition and recoverability of deferred tax assets relating to the Tax Loss Carryforward, with the supporting items we otherwise obtained, such as, in particular, the Group's guidance for the period 2024-2028 presented to the Board of Directors, established in the context of the inflation and the military conflict in Ukraine. Lastly, we also assessed the appropriateness of the disclosures on deferred tax assets provided in the notes to the consolidated financial statements. |
Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations of the information relating to the Group given in the Board of directors’ management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
We attest that the consolidated non-financial statement required by Article L. 225-102-1 of the French Commercial Code (Code de commerce) is included in the information relating to the Group given in the management report it being specified that, in accordance with Article L. 823-10 of said Code, we have verified neither the fair presentation nor the consistency with the consolidated financial statements of the information contained therein.
Report on Other Legal and Regulatory Requirements
Format of preparation of the consolidated financial statements intended
to be included in the annual financial report
We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by statutory auditors regarding the annual and consolidated financial statements prepared in the European single electronic format, that the preparation of the consolidated financial statements intended to be included in the annual financial report mentioned in Article L. 451-1-2, I of the French Monetary and Financial Code (Code monétaire et financier), prepared under the chief executive officer’s responsibility, complies with the single electronic format defined in Commission Delegated Regulation (EU) No. 2019/815 of 17 December 2018. Regarding consolidated financial statements, our work includes verifying that the tagging thereof complies with the format defined in the above-mentioned regulation.
On the basis of our work, we conclude that the preparation of the consolidated financial statements intended to be included in the annual financial report complies, in all material respects, with the European single electronic format.
Due to the technical limitations inherent to the block-tagging of the consolidated financial statements according to the European single electronic format, the content of certain tags of the notes may not be rendered identically to the accompanying consolidated financial statements.
Furthermore, we have no responsibility to verify that the consolidated financial statements that will ultimately be included by your Company in the annual financial report filed with the AMF (Autorité des marchés financiers) agree with those on which we have performed our work.
Appointment of the Statutory Auditors
We were appointed Statutory Auditors of Faurecia by the Annual General Meetings held on May 28, 2019 for MAZARS and on June 17, 1983 for ERNST & YOUNG Audit.
At December 31, 2023, MAZARS were respectively in their fifth year of their engagement and ERNST & YOUNG were in the fourty one year of total uninterrupted engagement (which is the twenty-five year since securities of the Company were admitted to trading on a regulated market).
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal control as Management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
Statutory Auditors’ Responsibilities for the Audit of the Consolidated
Financial Statements
Objectives and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these consolidated financial statements.
As specified in Article L. 821-55 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore:
- ■identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
- ■obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;
- ■evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management in the consolidated financial statements;
- ■assesses the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein;
- ■evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation.
- ■obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. The statutory auditor is responsible for the direction, supervision and performance of the audit of the consolidated financial statements and for the opinion expressed on these consolidated financial statements.
Report to the Audit Committee
We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report significant deficiencies, if any, in internal control regarding the accounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France as set out in particular in Articles L. 821-27 to L. 821-34 of the French Commercial Code (Code de commerce) and in the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes). Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.
1.5Review of Company’s business and financial results
Forvia SE company is a holding company which directly and indirectly provides financial, accounting, IT, executive management and administrative services to companies in the Group.
Forvia invoices trademark royalties, calculated as a proportion of the subsidiaries’ sales. These royalties, extended since 2015 to all companies wholly owned by the Group, totaled €59.3 million in 2023, versus €64.2 million in 2022.
Results of operations
The operating result for the year 2023 is a loss of €1.0 million to be compared to a profit of €18.5 million in 2022.
The net financial income totaled €83.6 million, compared to a net financial income of €314.0 million in 2022.
The variance is mainly due to the decrease in dividends received from €277.3 million in 2022 to €87.2 million in 2023. Interest income, net of interest expense, represents €1.4 million, compared to €44.1 million in 2022.
Tax income amounted to €7.9 million, compared with €14.3 million for fiscal year 2022. This corresponds to the tax income recognized from the positive earnings of French subsidiaries that are part of the consolidated tax group.
Net income for the fiscal year showed a profit of €87.1 million (5). This compares with a profit €344.3 million in 2022.
Financial structure and net debt
The main elements of the Group’s financing are detailed in Note 17 to the financial statements. Of particular note is the signature of a new €500 million syndicated loan (Term Loan 2023) with a maturity date of June 2, 2026, including the possibility of extending it by two consecutive years to June 2, 2028 subject to the banks’ agreement. On December 15, 2023, Forvia issued ¥11,700 million worth of 2.48% bonds maturing on March 15, 2026, followed by a second tranche of ¥6,800 million worth of 2.81% bonds maturing on March 15, 2027 and a third tranche of ¥700 million worth of 3.19% bonds maturing on December 15, 2028.
As of December 31, 2023, the Company’s shareholders’ equity, before allocation of profit for the financial year, amounted to 5,168.4 million euros, compared to 5,081.4 million euros at the end of 2022. This represents an increase of €87.1 million.
As of December 31, 2023, Forvia’s net debt was €3,663 million taking into account its gross debt, net of cash, marketable securities and net cash advances and intra-group loans, compared to €3,812 million as of December 31, 2022.
Payables representing €3.6 million included 261 invoices already due which were paid after December 31, 2023; receivables represented €9.7 million as of December 31, 2023, including €7.7 million past due and not settled, mainly with subsidiaries. The late payment analysis table is as follows:
|
Article D. 441 I. 1°: Invoices received, unpaid and in arrears as the clsoing date |
Article D. 441 I. 2°: Invoices issued, unpaid |
||||||||||
0 jour |
1 to 30 days |
31 to 60 days |
61 to 90 days |
91 days and more |
Total |
0 jour |
1 to |
31 to 60 days |
61 to 90 days |
91 days and more |
Total |
|
(A) Late payment categories |
||||||||||||
Number of invoices concerned |
121 |
|
261 |
50 |
|
131 |
||||||
Total of invoices concerned including VAT |
(3,147,330) |
(82,173) |
43,237 |
35,204 |
(531,430) |
(535,162) |
1,843,037 |
8,343,600 |
(191,415) |
0 |
(232,575) |
7,919,609 |
% of total purchase amount for the fiscal year |
-2.92% |
-0.08% |
0.04% |
0.03% |
-0.49% |
-0.50% |
|
|||||
% of sales for the fiscal year (including VAT) |
|
1.33% |
6.03% |
-0.14% |
0.00% |
-0.17% |
5.72% |
|||||
(B) Invoices excluDed from (A) relating to disputed or unrecognized payabales and receivables |
||||||||||||
Number of exclued invoices |
0 |
0 |
0 |
0 |
0 |
|
0 |
0 |
0 |
0 |
0 |
0 |
Total of amount exclued invoices |
0 |
0 |
0 |
0 |
0 |
|
0 |
0 |
0 |
0 |
0 |
0 |
(C) Reference terms of payment used (contractual or statutory deadline - art. L. 441-6 or Article L. 443-1 of the French Code of commerce) |
||||||||||||
Terms of payment used to calculate late payments |
x Legal deadlines x Contractual deadlines |
x Legal deadlines x Contractual deadlines |
The carrying amount of investments in subsidiaries and affiliates recognized in the balance sheet at December 31, 2023 came to €8,779.2 million (€8,773.0 million at December 31, 2022).
Business review relating to the Company’s subsidiaries
January 2023
On January 10, 2023, has been registered a new subsidiary named FAURECIA (JIAXING) AUTOMOTIVE SEATING CO., LTD., held at 100% by FAURECIA AUTOMOTIVE HOLDINGS CO., LTD. (Business Group Seating).
On January 26, 2023, has been registered a new subsidiary named FAURECIA HYDROGEN SOLUTIONS GERMANY GmbH, held at 100% by FAURECIA HYDROGEN SOLUTIONS.
February 2023
On February 9, 2023, has been registered a new subsidiary named FAURECIA (SHANGHAI) AUTOMOTIVE INTERIOR SYSTEMS CO. LTD., held at 100% by FAURECIA AUTOMOTIVE HOLDINGS CO., LTD. (Business Group Interiors).
On February 21, 2023, has been registered a new subsidiary named ZHENGZHOU FAURECIA AUTOMOTIVE PARTS CO., LTD., held at 100% by the joint-venture company SHENZHEN FAURECIA AUTOMOTIVE PARTS CO., LTD.
March 2023
On March 3, 2023, the 9.56% of the equity held by FAURECIA SWTTZERLAND GROUP AG in the Chinese legal entity HUIZHOU TANG TRING SEATING TECHNOLOGY CO. LTD, have been sold to the partner.
April 2023
On April 1, 2023, has been registered a new subsidiary named HELLA FAWAY AUTOMOTIVES LIGHTING (TIANJIN) Co., LTD.
May 2023
On May 6, 2023, has been registered a new subsidiary named FAURECIA (SHANGHAI) HYDROGEN SOLUTIONS HOLDING CO., LTD., held at 100% by FAURECIA HYDROGEN SOLUTIONS (Business Group Clean Mobility).
On May 11, 2023, the company name of TEC-TOOL S.A. de C.V. has been changed into HELLA MEXICO TOOLING S.A. de C.V.
June 2023
On June 1, 2023, the company name of Clarion Sales and Marketing Co., Ltd has been changed to CLARION LIFECYCLE SOLUTIONS CO., LTD.
On June 20, 2023, has been registered a new company named JINHUA LEAP FAURECIA AUTOMOTIVE PARTS CO., LTD (Business Group Seating) held at:
- ■51%: by FAURECIA (CHINA) HOLDING CO., LTD;
- ■49%: by JINHUA LEAP NEW ENERGY AUTO PARTS TECHNOLOGY CO., LTD.
On June 23, 2023, the participating interests held in the companies FAURECIA DMS, LLC; DETROIT MANUFACTURING SYSTEMS, LLC; DETROIT MANUFACTURING SYSTEMS TOLEDO AND NON-AUTOMOTIVE LLC and DMS LEVERAGE LENDER, LLC have been sold.
Since June 28, 2023, CHANGCHUN FAURECIA XUYANG DISPLAY TECHNOLOGY CO., LTD., is a subsidiary held at 100% by FAURECIA (CHINA) HOLDING CO., LTD following to the acquisition of the 45% equity shares held by the partner CHANGCHUN XUYANG INDUSTRIAL (GROUP) CO., LTD.
Since June 28, 2023, the company FAURECIA HYDROGEN SOLUTIONS FRANCE (formerly named Faurecia ULLIT) is held at 100% by the company FAURECIA HYDROGEN SOLUTIONS. This company has acquired the whole Hydrogen branch activity of FAURECIA SYSTEMES D’ECHAPPEMENT, by means of partial contribution of assets achieved on June 1, 2023.
Since June 30, 2023, the company FH SERVICES S.A.S is held at 75% by FAURECIA SERVICES GROUPE and at 25% by HELLA GmbH & Co. KGaA.
July 2023
On July 7, 2023, the company SAS Logistics France was dissolved, and all its assets and liabilities have been transferred to its sole shareholder SAS AUTOSYSTEMTECHNIK VERWALTUNGS GmbH.
On July 11, 2023, has been registered a new Chinese subsidiary named FAURECIA (TIANJIN) AUTOMOTIVE SYSTEMS CO., LTD., held at 100% by FAURECIA (CHINA) HOLDING CO., LTD. (Business Group Seating).
Since July 27, 2023, the company SYMBIO is equally held by FAURECIA EXHAUST INTERNATIONAL, SPIKA SAS (a Michelin group company) and Stellantis N. V, at 33.33% each.
On July 31, 2023, the subsidiaries of the SAS group have been sold to the Motherson Group; the following SAS legal entities are no longer affiliated to the Forvia Group.
- ■SAS Automotriz Argentina S.A. (Argentina)
- ■SAS Autosystemtechnik s.r.o. (Czech Republic)
- ■SAS Automative do Brazil LTDA. (Brasil)
- ■SAS Automotive System (Shanghai) Co., Ltd. (China)
- ■SAS Automotive France (France)
- ■Cockpit Automotive Systems Rennes (France)
- ■SAS Autosystemtechnik GmbH (Germany)
- ■SAS Autosystemtechnik Verwaltungs GmbH (Germany)
- ■SAS Automotive Systems, S.A. de C.V. (Mexico)
- ■SAS Autosystemtechnik de Portugal Unipessoal LDA (Portugal)
- ■SAS Automotive s.r.o. (Slovakia)
- ■SAS Autosystemtechnik, S.A. (Spain)
- ■SAS Otosistem Teknik Sanayi ve Ticaret Limited Şirketi (Turkey)
- ■SAS Automotive USA, Inc. (USA)
August 2023
On August 1, 2023, the shares equity held in the India company HELLA INDIA LIGHTING has been increase from 82.72% to 85.17%.
September 2023
On September 7, 2023, has been registered a new subsidiary named MATERI’ACT DALLAS, LCC., held at 100% by MATERI’ACT (Business Group Interiors).
On September 12, 2023, the company name of CHAMPS PIERREUX UN has been changed into FAURECIA SEATING VILLERS.
On September 25, 2023, the companies Faurecia USA Holdings, Inc. and Faurecia Interior Systems, Inc. have contributed their shares ownership in the capital of the subsidiary FAURECIA SISTEMAS AUTOMOTRICES DE MEXICO, S. DE R.L. DE C.V.V to FAURECIA MEXICO HOLDINGS, LLC.
On September 29, 2023, Faurecia USA Holdings, Inc. has contributed its shares ownership in the company FAURECIA MEXICO HOLDINGS, LLC. to the company Faurecia Emissions Control Technologies, USA LLC.
October 2023
On October 2, 2023, Faurecia Emissions Control Technologies, NETHERLANDS B.V. was sold to the company CUMMINS.
On October 27, 2023, has been registered a new subsidiary named CHAMPS PIERREUX QUATRE held at 100% by FORVIA.
On October 30, 2023, has been registered a new subsidiary named CHAMPS PIERREUX CINQ held at 100% by FORVIA.
November 2023
Since November 2, 2023, the company FAURECIA CLD SAFETY TECHNOLOGY (SHENYANG) Co., LTD is 100% owned by FAURECIA HYDROGEN SOLUTIONS HOLDING CO., LTD.
December 2023
On December 11, 2023, has been registered a new subsidiary named SHENZHEN FAURECIA AUTOMOTIVE PARTS SYSTEM Co., LTD., held at 100% by SHENZHEN FAURECIA AUTOMOTIVE PARTS Co., LTD. (Business Group Seating).
On December 14, 2023, all the shares of the company CHAMPS PIERREUX QUATRE, held at 100% by FORVIA, have been transferred to FAURECIA INVESTMENTS.
On December 20, 2023, has been registered a new subsidiary named FSVAP JAPAN CO., Ltd., held at 100% by FAURECIA Clarion Electronics Co., LTD. (Business Group Faurecia Clarion Electronics).
On December 21, 2023, the company FAURECIA ANGELL-DEMMEL GmbH i.L. has been officially deregistered following its liquidation closure.
On December 26, 2023, the following Russian companies have been sold as part of the disengagement of the group from Russia:
1.6Parent company’s financial statements for the year ended December 31, 2023
1.6.1Income statement
(in € thousands) |
Notes |
2023 |
2022 |
---|---|---|---|
Services sold |
|
85,382 |
96,589 |
Sales |
|
85,382 |
96,589 |
Outside services |
|
(108,403) |
(111,441) |
Taxes other than on income |
|
(3,854) |
(2,685) |
Salaries and wages |
|
(24,778) |
(15,524) |
Payroll taxes |
|
(6,290) |
(7,937) |
Amortization, depreciation and provisions |
|
|
|
(net of reversals) and expense transfers |
3 |
(1,675) |
(3,591) |
Other income/(expenses) |
4 |
58,571 |
63,061 |
Total operating income and expenses |
|
(86,429) |
(78,117) |
Net operating income |
|
(1,047) |
18,472 |
Financial income |
5 |
790,245 |
790,244 |
Financing costs |
5 |
(706,623) |
(476,261) |
Net financial income (expense) |
5 |
83,622 |
313,983 |
Operating income after net financial income |
|
82,575 |
332,455 |
Non-recurring income |
6 |
2,845 |
739 |
Extraordinary expenses |
6 |
(5,938) |
(3,160) |
Net non-recurring income |
6 |
(3,093) |
(2,421) |
Employee profit-sharing |
|
(344) |
(9) |
Corporate income tax |
7 |
7,913 |
14,300 |
Net income |
|
87,051 |
344,325 |
1.6.2Balance sheet as of December 31, 2023
Assets
(in € thousands) |
Notes |
31/12/2023 |
31/12/2022 |
||
Gross amounts |
Depreciation and provisions |
Net amounts |
Net amounts |
||
Intangible assets |
8 |
105 |
25 |
80 |
80 |
Property, plant and equipment |
9 |
899 |
821 |
78 |
90 |
Investments |
10 |
12,065,301 |
209,789 |
11,855,512 |
11,880,083 |
Total fixed assets |
|
12,066,305 |
210,635 |
11,855,670 |
11,880,253 |
Operating receivables |
|
45,356 |
580 |
44,776 |
60,485 |
Other receivables |
11 |
3,585,175 |
0 |
3,585,175 |
3,263,972 |
Marketable securities |
|
|
|
0 |
0 |
and related receivables |
12 |
954,379 |
0 |
954,379 |
306,710 |
Cash and cash equivalents |
|
406,298 |
|
406,298 |
787,027 |
Total current assets |
|
4,991,208 |
580 |
4,990,628 |
4,418,194 |
Prepaid expenses |
13 |
3,345 |
|
3,345 |
2,111 |
Unrealized foreign exchange losses |
|
79,099 |
|
79,099 |
67,991 |
Bond redemption premiums |
|
2,288 |
|
2,288 |
3,813 |
Deferred charges |
14 |
41,749 |
|
41,749 |
45,953 |
Total assets |
|
17,183,994 |
211,215 |
16,972,779 |
16,418,315 |
Liabilities
(in € thousands) |
Notes |
31/12/2023 |
31/12/2022 |
---|---|---|---|
Capital stock |
|
1,379,625 |
1,379,625 |
Additional paid-in capital |
|
1,403,368 |
1,403,368 |
Statutory reserve |
|
123,341 |
106,125 |
Untaxed reserves |
|
8,939 |
8,939 |
Other reserves |
|
0 |
0 |
Retained earnings |
|
2,166,125 |
1,839,016 |
Net income for the fiscal year |
|
87,051 |
344,325 |
Total shareholders’ equity |
15 |
5,168,449 |
5,081,398 |
Provisions for contingencies and charges |
16 |
43,661 |
28,512 |
Total debt |
17 |
8,740,113 |
9,139,548 |
Operating payables |
18 |
76,303 |
54,102 |
Sundry payables |
18 |
2,881,983 |
2,069,172 |
Total operating payables and other payables |
|
2,958,286 |
2,123,274 |
Prepaid income |
|
0 |
145 |
Unrealized foreign exchange gains |
|
62,270 |
45,438 |
Total equity and liabilities |
|
16,972,779 |
16,418,315 |
1.6.3Notes to the 2023 parent company financial statements
Note 1Summary of significant accounting policies
The annual financial statements were established in accordance with the general principles for preparing and presenting annual financial statements (ANC Regulation No. 2014-03 of June 5, 2014), relating to the PCG [Plan Comptable Général (General Accounting Plan)], amended by the regulations of the Comité de la Réglementation Comptable [Accounting Regulations Committee] and the Autorité des Normes Comptables [Accounting Standards Authority]. The main policies applied are as follows:
The Forvia’s financial statements are presented in euros. Except if specifically specified, amounts are in millions of euros; generally, amounts presented are rounded to the closest unit; consequently, the sum of rounded amounts can present non significant differences to the reported total. Moreover, ratios and variances reported are computed with the detailed amounts and not with the rounded amounts.
1.1Property, plant and equipment
Property, plant and equipment are stated at acquisition or production cost. Property, plant and equipment are depreciated by the straight-line method over the estimated useful lives of the assets, as follows:
- ■buildings: twenty to thirty years;
- ■building improvements, fixtures and fittings: seven to ten years;
- ■other fixtures and fittings: ten years;
- ■office equipment and computers: three to five years;
- ■software: one to three years;
- ■furniture: ten years.
1.2Investments
The shares in subsidiaries and affiliates are composesd of long-term investments that enable control of the issuing company or notable influence to be exercised over it, or that establish business relationship with the issuing company.
Gross value is equal to contribution value or cost. A provision is made if the value in use of a security is lower than its entry value. Value in use is based on the subsidiary’s revalued net assets, profitability and future outlook.
For investments intended to be sold, value-in-use estimates also take into account prices at which prior transactions were carried out, if any.
The impacts of group commitment on carbon neutrality as well as the consequences of governmental policies linked to the global warming are as well part of the assumptions used for these forecasts provided that these are measurable.
1.3Marketable securities and related receivables
1.4Foreign currency transactions
Unhedged payables and receivables in foreign currency are translated at the exchange rate prevailing on the transaction date. At the balance sheet date, they are remeasured at the year-end exchange rate. Gains or losses resulting therefrom are recognized under “Unrealized foreign exchange losses” for unrealized losses and under “Unrealized foreign exchange gains” for unrealized gains. “Unrealized foreign exchange losses” are accrued for up to the non-hedged amount.
1.5Cash and cash equivalents
1.6Provisions for pensions and other post-employment benefits
The vested rights of employees under supplementary pension and retirement bonus plans are determined on an actuarial basis using the projected unit credit method. The valuation takes into account the probability of employees staying with the Company up to retirement age and expected future compensation levels. In cases where the funds are permanently allocated to the benefit plan concerned, their value is deducted from the related liability.
1.7Non-recurring items
Unusual or non-recurring items are included under “Non-recurring income” and “Non-recurring expense”.
1.8Financial instruments
Interest-rate risks are hedged, where appropriate, using financial instruments traded over-the-counter markets with bank counterparties.
Hedging gains and losses are recognized on a symmetrical basis with the loss or gain on the hedged item.
1.9Pensions
In May 2021, the IFRS Interpretation Committee (IFRIC IC) published a decision relating to the allocation of the cost of services associated with a defined benefit plan with the following characteristics:
- ■the definitive acquisition of benefits is subject to presence in the Company at the time of retirement;
- ■the amount of benefits depends on seniority;
- ■this amount is capped at a determined number of consecutive years of service.
The application of this decision leads to the distribution of the projected rights, not over the duration of the presence of the employees in the Company, but over the last years of acquisition of the rights, taking into account, where applicable, the levels of acquisition.
In France, the accounting standards authority has also amended ANC recommendation No. 2013-02 to introduce this accounting method.
Note 2Highlights and post-balance sheet events
The worldwide automotive production showed strong dynamics in 2023 with a global production of 90.3 million light vehicles, corresponding to a 9.7% growth year on year. The market was supported by a very robust global demand and the progressive normalization of semi-conductor’s supply. The 2023 level exceeded the c. 89 million LV production reached in 2019 (pre-Covid level), but with a different regional mix ; In 2023, China represented 32% of worldwide LVP (vs. 27% in 2019) and Europe represented 20% (vs. 24% in 2019).
The impact of cost inflation has however persisted during the year 2023. Compared to 2022, which predominantly caused by increase in raw material prices, cost inflation in 2023 mainly related to energy, labor and, to a lesser extent, raw material prices (some of them starting to go down).
On June 9, 2023, FORVIA signed a new €500 million syndicated loan (Term Loan 2023) with a maturity date of June 2, 2026 and the possibility of a two-year extension until June 2, 2028, subject to the banks’ agreement. The interest rate varies depending on whether the Group achieves its targets for reducing CO2 emissions.
On December 15, 2023, FORVIA issued ¥11,700 million of bonds maturing on March 15, 2026, bearing interest at 2.48%, with coupons paid on June 15 and December 15 of each year and for the first time on June 15, 2024.
On December 15, 2023, FORVIA issued ¥6,800 million of bonds due March 15, 2027, bearing interest at 2.81%, with coupon paid on June 15 and December 15 of each year and for the first time on June 15, 2024.
On December 15, 2023, FORVIA issued ¥700 million of bonds maturing on December 15, 2028, bearing interest at 3.19%, with coupons paid on June 15 and December 15 of each year and for the first time on June 15, 2024.
Note 3Depreciation, amortization and provisions (net of reversals) and expense transfers
(in € thousands) |
2023 |
2022 |
---|---|---|
Provision reversals |
1,040 |
0 |
Expense transfers (1) |
10,914 |
13,453 |
Depreciation and amortization |
(10,743) |
(14,403) |
Provisions for impairment of current assets |
(580) |
|
Provisions for contingencies and charges |
(2,306) |
(2,641) |
Total |
(1,675) |
(3,591) |
|
|
|
Note 4Other income/(expenses)
Note 5Net financial income (expense)
(in € thousands) |
2023 |
2022 |
---|---|---|
Financial income |
|
|
Income from investments in subsidiaries and affiliates (1) |
85,367 |
277,309 |
Other interest and related income |
668,462 |
487,616 |
Net proceeds from sales of marketable securities |
5,195 |
70 |
Provision reversals (2) |
31,221 |
25,248 |
Total |
790,245 |
790,243 |
Financing costs |
|
|
Interest expense |
665,101 |
443,515 |
Charges to provisions for impairment of investments (3) |
10,500 |
16,700 |
Charges to other provisions and other financial expenses |
31,022 |
16,045 |
Total |
706,623 |
476,260 |
Net financial income (expense) |
83,622 |
313,983 |
|
0
16,700
10,500 |
2,000
17,900
16,700 |
Note 6Net non-recurring income/(expense)
(in € thousands) |
2023 |
2022 |
---|---|---|
Non-recurring income |
|
|
Proceeds from management activities |
0 |
0 |
Proceeds from disposals of fixed assets (1) |
201 |
17 |
Proceeds from disposals of bonus shares |
1,516 |
672 |
Provision reversals |
1,128 |
50 |
Total |
2,845 |
739 |
Non-recurring expenses |
|
|
On management transactions |
4,995 |
112 |
Carrying amount of fixed and financial assets sold (2) |
105 |
70 |
Cost of bonus shares sold |
838 |
1,248 |
Depreciation, amortization and charges to provisions |
0 |
1,730 |
Total |
5,938 |
3,160 |
Net non-recurring income/(expense) |
(3,093) |
(2,421) |
|
30 30 |
17 70 |
Note 7Corporate income tax
Forvia has elected to file a consolidated tax return. The resulting tax group includes the parent company and its main French subsidiaries. This system allows Forvia to obtain group relief by offsetting any tax losses recorded by the Company and certain of its subsidiaries against the taxable income of other subsidiaries in the tax group:
Note 8Intangible assets
(in € thousands) |
Concessions, patents and similar rights |
Other intangible assets |
Intangible assets in progress |
Total |
---|---|---|---|---|
Amount as of December 31, 2021 |
80 |
0 |
0 |
80 |
Additions (including own work capital) |
|
|
|
0 |
Disposals |
|
|
|
0 |
Funding of depreciation, amortization and impairment provisions |
|
|
|
|
Depreciation written off on disposals |
|
|
|
0 |
Other movements |
|
|
|
|
Amount as of December 31, 2022 |
80 |
0 |
0 |
80 |
Additions (including own work capital) |
|
|
|
|
Disposals |
|
|
|
|
Funding of depreciation, amortization and impairment provisions |
|
|
|
|
Depreciation written off on disposals |
|
|
|
|
Other movements |
|
|
|
|
Amount as of December 31, 2023 |
80 |
0 |
0 |
80 |
Note 9Property, plant and equipment
(in € thousands) |
Land |
Buildings |
Other property, plant and equipment |
Total |
---|---|---|---|---|
Amount as of December 31, 2021 |
52 |
0 |
30 |
82 |
Additions (including own work capital) |
|
|
|
|
Disposals |
|
|
(2) |
(2) |
Funding of depreciation, amortization and impairment provisions |
|
|
(68) |
(68) |
Depreciation written off on disposals |
|
|
111 |
111 |
Amount as of December 31, 2022 |
52 |
0 |
38 |
90 |
Additions (including own work capital) |
|
|
|
18 |
Disposals |
|
|
(62) |
|
Funding of depreciation, amortization and impairment provisions |
|
|
(43) |
(60) |
Depreciation written off on disposals |
|
|
93 |
50 |
Amount as of December 31, 2023 |
52 |
0 |
26 |
78 |
Note 10Investments
(in € thousands) |
Gross value |
Provisions |
Carrying amount |
---|---|---|---|
Amount as of December 31, 2021 |
6,371,800 |
214,689 |
6,157,111 |
Acquisitions |
|
|
|
Capital stock increases |
2,614,741 |
|
2,614,741 |
Charges to and reversals of provisions |
|
(1,200) |
1,200 |
Company liquidation |
|
|
|
Sale of shares |
(39) |
|
(39) |
Amount as of December 31, 2022 |
8,986,502 |
213,489 |
8,773,013 |
Acquisitions |
20 |
|
20 |
Capital increase |
|
|
0 |
Charges to and reversals of provisions |
|
(6,200) |
6,200 |
Company liquidation |
|
|
0 |
Sale of shares |
(30) |
|
(30) |
Amount as of December 31, 2023 |
8,986,492 |
207,289 |
8,779,203 |
Note 11Receivables
Prepaid and recoverable corporate income tax corresponds to tax credits of €3.2 million, including €1.7 million research tax credit.
Note 12Marketable securities and related receivables
Note 13Prepaid expenses
Note 14Deferred charges
A bond issue with a nominal value of €700 million issued on November 15, 2022 (maturity date June 15, 2026 - interest rate 7.25%) generated issue costs of which €6.0 million were charged to expenses to be spread over three years. In 2023, additional issue costs of €0.3 million have been charged to expenses to be spread over three years.
A bilateral loan of €289 million nominal amount issued on July 25, 2022 (Maturity date July 25, 2029 - interest rate 3.474%) generated issue costs of which €0.5 million were charged to expenses to be spread over seven years.
A bilateral loan of €50 million nominal amount issued on December 30, 2022 (50% maturing on December 30, 2024, the remainder on December 30, 2025 – EURIBOR 6 months + rate 3.6%) generated issue costs of which €0.7 million were charged to expenses to be spread over three years.
A supplement to the Bank of China bilateral loan (maturity date July 5, 2024 – EURIBOR 3 months + rate 0.85%) generated additional issue costs of which €0.2 million were charged to expenses to be spread over two years.
A renegotiation of the terms of the bridge loan set up to pre-finance the HELLA acquisition generated additional issuance costs of which €3.1 million were charged to expenses to be spread over 2022, over three years.
A renegotiation of the terms of the 1.5 billion RCF credit line (not drawn down) generated additional issuance costs of which €1.5 million were charged to expenses to be spread over three years.
A €200 million syndicated loan issued by Bank of America in 2021, partially repaid on June.2023, generated additional issue costs of which €0.6 million were charged to expenses to be amortised over two years.
A bond issue with a nominal value of €250 million issued on February 1, 2023 (maturing on June 15, 2026 - interest rate 7.25%) generated issue costs of €1.2 million, which were expensed over three years.
A bond issue in three tranches issued on December 15, 2023, the first tranche of ¥11,700 million of bonds maturing on March 15, 2026, bearing interest at 2.48%, the second tranche of ¥,800 million of bonds maturing on March 15, 2027, bearing interest at 2.81% and the third tranche of ¥700 million of bonds maturing on December 15, 2028, bearing interest at 3.19%, generated issue costs of which €1.3 million were charged to expenses to be spread over three years.
A new €500 million syndicated loan (Term Loan 2023) maturing on June 2, 2026 and including the possibility of extension for two consecutive years until June 2, 2028 generated issue costs of which €3.1 million were charged to expenses to be spread over three years.
Note 15Shareholders’ equity
15.1Change in shareholders’ equity
(in € thousands) |
Amount as at 31/12/2022 |
Appropriation decision at the OGM of 05/30/2023 |
Capital stock increase |
Capital stock decrease |
Dividends |
Net income for the fiscal year |
Amount as at 31/12/2023 |
---|---|---|---|---|---|---|---|
Capital stock |
1,379,625 |
|
|
|
|
|
1,379,625 |
Additional paid-in capital |
1,403,368 |
|
|
|
|
|
1,403,368 |
Statutory reserve |
106,125 |
17,216 |
|
|
|
|
123,341 |
Untaxed reserves |
8,939 |
|
|
|
|
|
8,939 |
Other reserves |
0 |
|
|
|
|
|
0 |
Retained earnings |
1,839,015 |
327,109 |
|
|
|
|
2,166,125 |
Net income for the fiscal year |
344,325 |
(344,325) |
|
|
|
87,051 |
87,051 |
Total |
5,081,398 |
0 |
0 |
0 |
0 |
87,051 |
5,168,449 |
15.2Capital stock and premiums from equity issues, mergers and acquisitions
- ■As of December 31, 2023, the share capital was €1,379,625,380 divided into 197,089,340 fully paid-up shares of €7 each. As of December 31, 2023, 13,977,679 registered shares held double voting rights.
- ■There are no share subscription options as of December 31, 2023.
15.3Free share allocation plans
In 2010, Forvia implemented a share grant plan for executives of Group companies. These shares are subject to service and performance conditions.
In 2021, Forvia has implemented a unique long term share grant plan (Executive Super Performance Initiative-ESPI) for the members of the Group Executive Committee. executives of Group companies. The acquisition period is five years without conservation condition, and the maximum amount is limited to 300% of the yearly fixed wages. These shares are subject to a service and a performance condition, the Total shareholder Return -TSR, compared to a peer group.
Date of Annual Shareholders’ Meeting |
Date of Board meeting |
Maximum number of free shares that can be granted* for: |
Performance condition |
|
reaching the objective |
exceeding the objective |
|||
5/31/2021 |
10/25/2021 |
862,293 |
1,121,703 |
2023 after tax income target as stated in strategic plan when granted, Forvia earning per share growth compared to a reference group of companies and percentage of diversity men-women within the management population |
6/1/2022 |
7/28/2022 |
1,492,710 |
1,939,880 |
For the CEO: 2024 after tax income target as stated in strategic plan when granted, Forvia earning per share growth compared to a reference group of companies and percentage of diversity men-women within the management population For the other beneficiaries: 2024 operating income and net cash flow target as stated in strategic plan when granted, Forvia earning per share growth compared to a reference group of companies, percentage of diversity men-women within the management population and CO2 emissions reduction target |
5/30/2023 |
7/26/2023 |
1,531,480 |
1,991,900 |
2025 operating income and net cash flow target as stated in strategic plan when granted, Forvia earning per share growth compared to a reference group of companies, percentage of diversity men-women within the management population and CO2 emissions reduction target |
6/26/2020 |
7/23/2021 |
324,883 |
324,883 |
ESPI plan: Forvia share relative performance (TSR) compared to a reference group of companies on a yearly basis; For the CEO: Forvia share relative performance (TSR) compared to a reference group of companies on average over 5 years (2021-2026) |
* Net of free shares granted cancelled. |
The performance conditions for the plan attributed by the Board of October 9, 2019 have been partially met, the corresponding shares (72,002), were distributed in October 2023 The performance conditions for the plan attributed by the Board of October 22, 2020 have been partially met, the corresponding shares (521,273) will be distributed in October 2024.
Note 16Provisions for contingencies and charges
(in € thousands) |
31/12/2023 |
31/12/2022 |
---|---|---|
Provision for contingencies |
|
|
Foreign exchange losses |
87 |
14,521 |
Other |
29,411 |
0 |
Sub-total |
29,498 |
14,521 |
Provisions for charges |
|
|
Provision for pensions and other post-employment benefits (1) |
13,007 |
11,202 |
Other provisions for charges |
1,156 |
2,789 |
Sub-total |
14,163 |
13,991 |
Total |
43,661 |
28,512 |
|
For this last obligation, she is released from her commitments by a deduction of the capital necessary for the service of the annuity that the insurance company, responsible for this service, makes from the fund set up to cover retirement commitments not yet definitively acquired. The Company therefore no longer has any obligation towards former employees.
The actuarial valuation was carried out by independent actuaries. The calculations were made on the basis of a discount rate of 3.40% and an inflation rate of 2.0%.
Executive Committee members holding an employment contract with Forvia SE or one of its subsidiaries also benefit from a defined benefit plan of the additive type for French members and a defined contribution plan for foreign members. The rights acquired as of December 31, 2019 in the additive plan for French members have also been frozen based on the seniority acquired as of that date in accordance with the PACTE Act of May 22, 2019. The rights are revalued according to the evolution of salaries and the corresponding employee charges in these plans.
(in € thousands) |
Amount as at 31/12/2022 |
Additions |
Reversals (surplus provisions) |
Payments to retirement funds |
Amount as at 31/12/2023 |
---|---|---|---|---|---|
Provisions for currency risks |
14,521 |
87 |
(14,521) |
|
87 |
Provision VPPA hedging |
|
29,411 |
|
|
29,411 |
Provisions for pensions and other employee obligations |
11,202 |
1,805 |
|
|
13,007 |
Other provisions for charges |
2,789 |
500 |
(2,133) |
|
1,156 |
Total |
28,512 |
31,803 |
(16,654) |
0 |
43,661 |
Note 17Borrowings
28.13% of the Company’s debt is at variable rates. This debt is hedged using interest-rate caps as described in Note 21.1.
Syndicated credit facility
On December 15, 2014, FORVIA signed a syndicated credit facility, with a five-year maturity, for an amount of €1,200 million. This credit facility was renegotiated on June 24, 2016, then on June 15, 2018 in order to extend the maturity to five years from that date. In May 2021, FORVIA has signed with its banks an Amend & Extend agreement of this syndicated credit line enabling the Group to increase the amount up to €1,500 million, as well as indexing its costs on FORVIA’s environmental performance, the interest rate varying depending upon the achievement of the Group’s target of CO2 neutrality for its scopes 1 & 2, and to extend its maturity to five years, i.e. May 2026, with two one-year extension options submitted to the banks’ agreement.
On April 26, 2022 FORVIA has renegotiated its covenant related its leverage ratio (ratio Net debt (6)/adjusted EBITDA (7)) and which compliance is a condition affecting the availability of this credit facility. The level of this covenant was not to be tested for June 30, 2022 and was at 3.75x for December 31, 2022 (instead of 3.0x) before coming back to 3.0x from June 30, 2023 onwards. As of December 31, 2023, this condition was met.
On June 27, 2023 FORVIA has extended the maturity of the syndicated credit facility to May 28, 2027 for an amount of €1,450 million. The available amount is of €1,500 million up to May 28, 2026. FORVIA also negotiated the possibility to extend the credit facility until June 2, 2028, submitted to the banks’ agreement.
This credit facility includes some restrictive clauses on asset disposals (disposal representing over 35% of the Group’s total consolidated assets requires the prior approval of banks representing two-thirds of the syndicate) and on the debt level of some subsidiaries.
Term loan 2023
FORVIA has signed on June 9, 2023 a new €500 million syndicated loan (Term loan 2023) with a maturity to June 2, 2026 and including two one year extension options until June 2, 2028, submitted to the banks’ agreement, the interest rate varying depending upon the achievement of the Group’s target of CO2 neutrality for its scopes 1, 2 & 3 (controlled emissions).
This credit facility includes some restrictive clauses on asset disposals (disposal representing over 35% of the Group’s total consolidated assets requires the prior approval of banks representing two-thirds of the syndicate) and on the debt level of some subsidiaries.
Schuldscheindarlehen
FORVIA has signed on December 17, 2018 a private placement under German law (Schuldscheindarlehen) for a total amount of €700 million. This transaction is structured into several tranches in EUR and USD, at fixed and variable rates, with maturities of four, five and six years, i.e. December 2022, 2023 and 2024. €378 million have been received on December 20, 2018 and the remaining amount has been received in early January 2019. The USD tranches have been partially converted in EUR resources through long term cross-currency swaps.
On June 21, 2021 FORVIA has reimbursed by anticipation €226.5 million of the variable rate tranche of the Schuldscheindarlehen with 2022 maturity. On December 20, 2022, FORVIA has reimbursed €58.5 million of the fixed rate tranche of the Schuldscheindarlehen with 2022 maturity.
FORVIA has signed on December 17, 2021 a private placement under German law (Schuldscheindarlehen) including ESR performance criteria for a total amount of €700 million and on June 15, 2022 an additional placement of €50 million. This transaction is structured into several tranches in EUR and USD, at fixed and variable rates, with maturities of two and a half, four, five and six years, i.e. July 2024 and January 2026, 2027 and 2028. €435 million have been received on December 22, 2021 and the remaining amount has been received in early January 2022. The USD tranches have been partially converted in EUR resources through long term cross-currency swaps.
¥30 billion credit facility
On February 7, 2020, FORVIA has signed a credit facility in yen for an amount of ¥30 billion, with a five-year maturity, aiming at refinancing on a long term basis the debt of Clarion Co., Ltd. The credit facility comprises two tranches of ¥15 billion each, one being a loan and the other one a renewable credit line.
The maturity of the credit line has been extended from February 2025 to February 2026 by exercising the first extension option.
On April 26, 2022, FORVIA has renegotiated its covenant related its leverage ratio (ratio Net debt(1)/adjusted EBITDA(2)) and which compliance is a condition affecting the availability of this credit facility. The level of this covenant was not to be tested for June 30, 2022 and was at 3.75x for December 31, 2022 (instead of 3.0x) before coming back to 3.0x from June 30, 2023 onwards. As of December 31, 2023, this condition was met.
European Investissement Bank (EIB) credit facility
On July 1, 2022, FORVIA signed a credit facility for an amount of €315 million, with a seven year maturity with the European Investment Bank (EIB). This credit facility aims at financing investments in research and development, in production and deployment of the hydrogen technology for mobility applications, advanced systems for driving assistance and driver control systems. It is composed of two tranches: (i) one for an amount of €289 million (ii) one for an amount of €26 million.
This credit facility includes a covenant on the ratio Net debt(1)/adjusted EBITDA(2) which compliance is a condition affecting the availability of this credit facility, identical to the syndicated credit facility and which cannot exceed 3.75x for December 31, 2022 and 3.0x from June 30, 2023 onwards. As of December 31, 2023, this condition was met. It includes as well some restrictive clauses on asset disposals and on the debt level of some subsidiaries.
In compliance with IAS 20, the difference between the market rate for a comparable loan at initial date and the interest rate for this loan has been recognized as a grant; it is recognized in P&L against the costs that the grant aims to compensate over the loan duration.
2025 bonds (2,625%)
On March 8, 2018, FORVIA issued bonds for an amount of €700 million due June 15, 2025, carrying annual interest of 2.625%, payable on June 15 and December 15 each year, as from June 15, 2018.
These bonds include a covenant restricting the additional indebtedness if the EBITDA after certain adjustments is lower than twice the gross interest costs, and restrictions on the debt similar to those of the syndicated credit loan.
The proceeds of these bonds have been used to redeem the €700 million bonds due June 15, 2022, carrying annual interest of 3.125%, issued in March and April 2015.
The bonds are listed on the Global Exchange Market of Euronext Dublin (previously Irish Stock Exchange).
An additional issue for €300 million of these 2025 bonds has been done on July 31, 2020. These additional bonds have been issued at 97.50% of the par, which corresponds to a yield to maturity of 3.18%.
2026 SLB bonds (7.25%)
On November 15, 2022, FORVIA issued bonds for an amount of €700 million due June 15, 2026, carrying annual interest of 7.25%, payable on June 15 and December 15 each year, as from June 15, 2023.
These bonds are subject to the same restrictions than the 2029 bonds and base the 2025 objectives of CO2 emission reduction on scope 1 & 2 on the “Sustainable Linked Financing Framework” published in October 2021 and approved by the ISS ESG. The non compliance to these objectives involves a step up of the bonds interest in 2026.
An additional issue for €250 million has been done on February 1, 2023. These additional bonds have been issued at 101.75% of the par, which corresponds to a yield to maturity of 6.65% of the par, for a total amount of €150.1 million. On December 14, 2023 Forvia has launched a tender offer to purchase back a part of these bonds at 105.5%.
2026 bonds (3.125%)
On March 27, 2019, FORVIA issued bonds for an amount of €500 million due June 15, 2026, carrying annual interest of 3.125%, payable on June 15 and December 15 each year, as from June 15, 2019.
In order to prefinance the acquisition of 50% of SAS shares, an additional issue for €250 million of these 2026 bonds has been performed on October 31, 2019. These additional bonds have been issued at 104.50% of the par, which corresponds to a return at issuance of 2.40%.
Yen bonds 2026 (2.48%)
On December 15, 2023, FORVIA issued bonds for an amount of ¥11,700 million due March 15, 2026, carrying annual interest of 2.48%, payable on June 15 and December 15 each year, as from June 15, 2024.
As of December 31, 2023, the outstanding amount of these bonds amounted to ¥11,700 million (€74.8 million).
2027 bonds (2.375%)
On November 27, 2019, FORVIA issued bonds for an amount of €700 million due June 15, 2027, carrying annual interest of 2.375%, payable on June 15 and December 15 each year, as from June 15, 2020.
The proceeds of these bonds have been used to refinance the €700 million bonds due June 15, 2023 carrying annual interest of 3.625%, issued on April 1, 2016.
This refinancing has been done through a tender offer through which 2023 bond holders could exchange their bonds against new 2027 bonds. The rate of exchange has reached 76%. The bonds that were not tendered in this offer have been redeemed in accordance with the offering memorandum. The settlement of these two operations has taken place respectively on November 25 and November 28, 2019.
The bond premium for bonds tendered in the offer is amortized over the duration of the new 2027 bonds; the bond premium for bonds redeemed by anticipation has been expensed in the year 2019.
On February 3, 2021, an additional issue for €190 million of these 2027 bonds has been performed via a private placement. These bonds have been issued at 100.75% of the par, which corresponds to a return at issuance of 2.26%.
2027 SLB bonds (2.75%)
On November 10, 2021, FORVIA issued bonds for an amount of €1,200 million due February 15, 2027, carrying annual interest of 2.75%, payable on June 15 and December 15 each year, as from June 15, 2022.
These bonds are subject to the same restrictions than the 2029 bonds and base the 2025 objectives of CO2 emission reduction on scope 1 & 2, on the “Sustainable Linked Financing Framework” published in October 2021 and approved by the ISS ESG. The non compliance to these objectives involves a step up of the bonds interest in 2026.
Yen bonds 2027 (2.81%)
On December 15, 2023, FORVIA issued bonds for an amount of ¥11,700 million due March 15, 2027, carrying annual interest of 2.81%, payable on June 15 and December 15 each year, as from June 15, 2024.
As of December 31, 2023, the outstanding amount of these bonds amounted to ¥6,800 million (€43.5 million).
2028 bonds (3.75%)
On July 31, 2020, FORVIA issued bonds for an amount of €700 million due June 15, 2028, carrying annual interest of 3.75%, payable on June 15 and December 15 each year, as from December 15, 2020.
These bonds are subject to the same restrictions than the 2027 bonds. The bonds are listed on the Global Exchange Market of Euronext Dublin.
Yen bonds 2028 (3.19%)
On December 15, 2023, FORVIA issued bonds for an amount of ¥700 million due December 15, 2028, carrying annual interest of 3.19%, payable on June 15 and December 15 each year, as from June 15, 2024.
As of December 31, 2023, the outstanding amount of these bonds amounted to ¥700 million (€4.5 million).
Green bonds 2029 (2.375%)
FORVIA issued on March 22, 2021 green bonds for an amount of €400 million due June 15, 2029, carrying annual interest of 2.375%. The proceeds will be used to finance or refinance the Group’s investments in the hydrogen mobility, for both hydrogen storage and distribution systems and in fuel cell stacks and systems through Symbio, its joint venture with Michelin and Stellantis. The Green Bond Framework has been reviewed by ISS ESG, environmental rating agency.
These bonds are subject to the same restrictions than the 2028 bonds. The bonds are listed on the Global Exchange Market of Euronext Dublin.
Finally, during 2023, Forvia regularly issued commercial paper with a maturity date of up to one year to investors located mainly in France. Their outstanding amount was €482.8 million on December 31, 2023.
Note 18Operating payables and other liabilities
Note 19Deferred taxes
- ■temporary differences between the recognition of income and tax purposes;
- ■tax loss carry forwards of the tax group;
- ■tax savings arising from the use of tax losses of subsidiaries in the tax group which will have to be restored to them if and when they return to profit.
Deferred taxes are computed based on the tax rate for the year in which they are expected to reverse.
(in € thousands) |
31/12/2023 |
31/12/2022 |
---|---|---|
Deferred taxes relating to the tax savings arising from using losses in tax-group subsidiaries |
(596,074) |
(550,491) |
Subtotal, deferred tax liabilities |
(596,074) |
(550,491) |
Tax paid on taxable income that is not yet recognized |
3,096 |
(1,810) |
Charges recognized that are deductible for tax purposes in future years |
11,250 |
5,421 |
Future tax savings on tax loss carry forwards of the tax group |
375,509 |
332,652 |
Subtotal, deferred tax assets |
389,855 |
336,263 |
Net deferred tax (liabilities)/assets |
(206,219) |
(214,228) |
Note 20Financial commitments
Endorsements, sureties and guarantees include commitments to subsidiaries and direct and indirect equity investments for an amount of €507.7 million (€169.2 million as of December 31, 2022).
Note 21Financial instruments used to hedge market risks
21.1Interest-rate hedges
The Company manages interest rate hedging centrally. This management is implemented by the Faurecia group’s Finance and Treasury department, under the responsibility of general management. Management decisions are taken within a market risk management committee which meets monthly.
The hedges arranged comprise mainly euro-denominated interest rate swaps, designed to hedge interest payable on variable rate borrowings.
21.2Foreign exchange hedges
The company centrally covers the foreign exchange risk of its subsidiaries, linked to their commercial operations, by means of forward or optional foreign exchange transactions as well as financing in foreign currencies. This centralized management is implemented by the Faurecia group Finance and Treasury department, under the responsibility of general management. Management decisions are taken within a market risk management committee which meets monthly. Derivatives purchased for subsidiaries are retroceded to the subsidiaries when they are unwound.
- ■Future transactions are hedged on the basis of forecast flows established during the preparation of budgets approved by General Management; these forecasts being updated regularly.
- ■Currency risk on inter-company loans and borrowings to/from subsidiaries outside the eurozone that are denominated in the subsidiaries’ functional currency but referenced in euros is hedged through swaps.
- ■Currency risk on external borrowings is hedged by means of cross currency swaps.
At 31/12/2023 (in millions) |
Net position |
Equivalent (in € millions) |
Fair value of derivatives (in € millions) |
|
Buyer |
Seller |
|||
CAD |
0.0 |
8.3 |
5.6 |
0.0 |
CHF |
0.0 |
16.0 |
17.3 |
(0.3) |
CNY |
411.6 |
0.0 |
52.4 |
1.5 |
DKK |
0.0 |
250.3 |
33.6 |
0.0 |
GBP |
85.0 |
0.0 |
97.8 |
0.2 |
JPY |
0.0 |
18,327.3 |
117.2 |
(1.8) |
MXN |
2,000.0 |
0.0 |
106.8 |
17.0 |
SEK |
0.0 |
18.1 |
1.6 |
0.0 |
THB |
0.0 |
1,845.9 |
48.6 |
(0.2) |
USD |
0.0 |
26.5 |
24.0 |
(0.4) |
ZAR |
0.0 |
917.9 |
45.1 |
0.1 |
NB: these are foreign exchange swaps that cover intra-group deposits and loans. |
Note 22Average headcounts
Note 23Compensation
In 2023, total attendance fees paid to directors amounted to €703,571 compared with €885,045 in 2022.
1.6.4Five-year financial summary
(in €) |
2023 |
2022 |
2021 |
2020 |
2019 |
---|---|---|---|---|---|
1 – Capital stock at end of period |
|||||
a) Capital stock |
1,379,625,380 |
1,379,625,380 |
966,250,607 |
966,250,607 |
966,250,607 |
b) Number of ordinary shares outstanding |
197,089,340 |
197,089,340 |
138,035,801 |
138,035,801 |
138,035,801 |
c) Maximum number of future shares to be created: by exercising stock options |
0 |
0 |
0 |
0 |
0 |
2 – Operations and results for the fiscal year |
|||||
a) Sales excluding tax |
65,064,928 |
96,589,000 |
42,481,000 |
34,843,000 |
30,146,000 |
b) Income before tax, employee profit-sharing, depreciation, amortization and provisions |
101,244,802 |
300,815,183 |
196,816,636 |
(330,269,884) |
462,414,608 |
c) Corporate income tax (1) |
(7,912,524) |
(14,290,638) |
(21,414,822) |
(9,303,708) |
(31,436,160) |
d) Employee profit-sharing |
344,007 |
0 |
0 |
0 |
0 |
e) Income after tax, employee profit-sharing depreciation, amortization and provisions |
87,051,249 |
344,325,258 |
212,551,344 |
(122,782,135) |
477,124,055 |
f) Total dividend (2) (3) |
0 |
0 |
0 |
138,035,801 |
0 |
3 – Earnings per share |
|||||
a) Income after tax and employee profit-sharing, but before depreciation, amortization and provisions |
0.55 |
1.49 |
1.29 |
-2.45 |
3.15 |
b) Income after tax, employee profit-sharing, depreciation, amortization and provisions |
0.44 |
1.75 |
1.54 |
-0.89 |
3.46 |
c) Net dividend per share |
0.00 |
0.00 |
0.00 |
1.00 |
0.00 |
4 – Personnel |
|||||
a) Average number of employees during the fiscal year |
7 |
9 |
8 |
8 |
9 |
b) Total payroll for the fiscal year |
24,778,258 |
15,523,622 |
4,884,197 |
12,332,626 |
16,239,993 |
c) Total employee benefits paid for the fiscal year (social security, other social benefits, etc.) |
6,289,945 |
7,937,716 |
2,434,566 |
1,890,759 |
4,187,781 |
|
1.6.5Subsidiaries and affiliates
(in € thousands) |
Capital |
Reserves and retained earnings before appropriation of net income |
Share of capital stock owned as a% |
Gross carrying amount of investment |
Net carrying amount of investment |
Outstanding loans and advances granted by the Company and not yet paid |
Amounts of guarantees and securities given by the Company |
Sales excluding sales tax from the last fiscal year |
Profit or loss (-) from the previous year-end |
Dividends received by the Company during fiscal year or to be received |
Exchange rates used for non- French subsidiaries and affiliates |
---|---|---|---|---|---|---|---|---|---|---|---|
I. Detailed information |
|||||||||||
A. Subsidiaries (at least 50% of capital stock owned by the Company) |
|||||||||||
Faurecia investments |
238,702 |
789,247 |
100.00 |
1,480,395 |
1,480,385 |
(347,479) |
0 |
0 |
167,201 |
|
|
Faurecia Automotive Belgium |
10,000 |
8,207 |
100.00 |
60,196 |
30,963 |
5,923 |
0 |
0 |
1,297 |
0 |
|
Faurecia USA Holdings Inc. |
15 |
366,927 |
85.03 |
600,699 |
600,699 |
418,173 |
0 |
49,463 |
622,501 |
0 |
|
ET Dutch Holdings B.V. |
18 |
263,187 |
100.00 |
610,550 |
610,550 |
128,156 |
0 |
871 |
55,749 |
0 |
|
Faurecia Automotive Holdings |
62,311 |
893,525 |
100.00 |
1,618,260 |
1,618,260 |
292,646 |
0 |
217,029 |
(14,527) |
62,311 |
|
Faurecia Exhaust International |
7,301 |
(57,791) |
100.00 |
82,301 |
82,301 |
235,568 |
0 |
0 |
151,849 |
|
|
Faurecia Services Groupe |
40 |
(1,462) |
100.00 |
46 |
0 |
(47,100) |
0 |
387,251 |
3,894 |
|
|
Faurecia Honghu Exhaust Systems Shanghai |
6,023 |
86,871 |
59.97 |
1,212 |
1,212 |
95 |
0 |
187,818 |
29,249 |
15,946 |
|
Faurecia Holdings Espana |
3,010 |
340,594 |
60.59 |
514,183 |
514,183 |
129,905 |
0 |
6 |
92,374 |
0 |
|
Hennape six |
1,100,010 |
(979,559) |
100.00 |
1,100,010 |
922,000 |
462,759 |
0 |
0 |
(2,991) |
0 |
|
Faurecia participation GmbH |
2,053,461 |
561,244 |
100.00 |
2,614,770 |
2,614,770 |
2,933,586 |
0 |
2,775 |
119,011 |
0 |
|
B. Affiliates (10%-50% of capital stock owned by the Company) |
|||||||||||
Faurecia Automotive Espana S.L. |
7,138 |
741,180 |
10.66 |
76,449 |
76,449 |
(72,746) |
0 |
189,788 |
37,982 |
4,481 |
|
Faurecia Automotive GmbH |
146,420 |
122,748 |
25.81 |
225,184 |
225,184 |
(340,027) |
0 |
7,460 |
117,833 |
|
|
Faurecia Tongda Exhaust System (Wuhan) Co, Ltd |
4,791 |
11,823 |
50.00 |
2,217 |
2,217 |
1,418 |
0 |
48,741 |
1,906 |
3,173 |
|
II. Summarized information |
|||||||||||
Subsidiaries and affiliates not included in Section A |
|
|
|
20 |
20 |
0 |
|
|
|
0 |
|
Subsidiaries and affiliates not included in Section B |
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
|
|
8,986,492 |
8,779,193 |
3,800,875 |
|
|
|
85,911 |
|
* Note: BS (Balance Sheet); PL (Profit & Loose). |
1.7.Statutory auditors’ report on the financial statements
This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it is provided solely for the convenience of Englishspeaking users. This statutory auditors’ report includes information required by European regulations and French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to the shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
Opinion
In compliance with the engagement entrusted to us by your annual general meeting, we have audited the accompanying financial statements of Forvia SE for the year ended December 31st, 2023.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at December 31st, 2023 and of the results of its operations for the year then ended in accordance with French accounting principles.
Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Financial Statements section of our report.
Independence
We conducted our audit engagement in compliance with the independence requirements of the French Commercial Code (Code de commerce) and the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes) for the period from January 1st, 2023 to the date of our report, and specifically we did not provide any prohibited nonaudit services referred to in Article 5(1) of Regulation (EU) No. 537/2014.
Justification of Assessments Key Audit Matters
In accordance with the requirements of Articles L. 821-53 and R. 821-180 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the financial statements of the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the financial statements.
Risk identified |
|
Our response |
---|---|---|
The balance of equity interests as at December 31, 2023 amounted to 8,779.2 million euros, representing 52% of the assets on the balance sheet. As stated in Note 1.2 to the financial statements, the gross value of these investments is equal to contribution value or cost. An impairment loss is recorded if the value in use of these interests falls below their entry value. Value in use is based on the revalued net assets, profitability and the future outlook of the interest. Where appropriate, when the future sale of certain investments is being planned or considered, data from previous transactions are taken into account along with other evaluation criteria. We deemed the assessment of the value in use of equity interests to be a key audit matter due to the materiality of these assets to the balance sheet and the inherent uncertainty of specific inputs applicable to the assessment of their value in use, in particular the likelihood of achieving the discounted cash flows forecast by management in its forecasts, especially in the crisis evolutive context related to inflation and the military conflict in Ukraine. |
|
We assessed the methods used by management to determine the value in use of each of these equity interests. We obtained management’s most recent forecasts and the impairment tests for each of the significant equity interests in order to assess the valuations based on forecasts. With asset valuation experts part of the audit team, we assessed the key assumptions considered in the crisis evolutive context related to inflation and the military conflict in Ukraine context and used to determine expected future cash flows and in particular:
For the valuations based on historical data, we examined the consistency of the equity values used with the financial statements of the entities concerned and considered whether any adjustments to equity were based on documentary evidence. |
Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations.
Information given in the management report and in the other documents with respect to the financial position and the financial statements provided to the shareholders
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 other documents with respect to the financial position and the financial statements provided to the shareholders.
We attest the fair presentation and the consistency with the financial statements of the information relating to payment deadlines mentioned in Article D. 4416 of the French Commercial Code (Code de commerce).
Report on Corporate Governance
We attest that the Board of Directors’ Report on Corporate Governance sets out the information required by Articles L. 225374, L. 221010 and L. 22109 of the French Commercial Code (Code de commerce).
Concerning the information given in accordance with the requirements of Article L. 22109 of the French Commercial Code (Code de commerce) relating to the remuneration and benefits received by, or allocated to the directors and any other commitments made in their favor, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Company from companies controlled thereby, included in the consolidation scope. Based on these procedures, we attest the accuracy and fair presentation of this information.
With respect to the information relating to items that your Company considered likely to have an impact in the event of a takeover bid or exchange offer, provided pursuant to Article L. 221011 of the French Commercial Code (Code de commerce), we have agreed this information to the source documents communicated to us. Based on these procedures, we have no observations to make on this information.
Other information
In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders and holders of voting rights has been properly disclosed in the management report.
Report on Other Legal and Regulatory Requirements
Format of preparation of the financial statements intended to be included in the annual financial report
We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by statutory auditors regarding the annual and consolidated financial statements prepared in the European single electronic format, that the preparation of the financial statements intended to be included in the annual financial report mentioned in Article L. 45112, I of the French Monetary and Financial Code (Code monétaire et financier), prepared under the Chief executive officer’s responsibility, complies with the single electronic format defined in Commission Delegated Regulation (EU) No. 2019/815 of 17 December 2018.
On the basis of our work, we conclude that the preparation of the financial statements intended to be included in the annual financial report complies, in all material respects, with the European single electronic format.
Due to the technical limitations inherent in the macro-tagging of consolidated accounts according to the single European electronic information format, the content of certain tags in the notes may not be returned in the same way as the consolidated accounts attached to this report.
We have no responsibility to verify that the financial statements that will ultimately be included by your Company in the annual financial report filed with the AMF (Autorité des marchés financiers) agree with those on which we have performed our work.
Appointment of the Statutory Auditors
We were appointed Statutory Auditors of Faurecia by the Annual General Meetings held on May 28, 2019 for MAZARS and on June 17, 1983 for ERNST & YOUNG Audit.
As at December 31, 2023, MAZARS and ERNST & YOUNG and Young were fifth year and the fourty one year of total uninterrupted engagement (which is the twenty-five year since securities of the Company were admitted to trading on a regulated market).
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting principles and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
Statutory Auditors’ Responsibilities for the Audit of the Financial Statements
Objectives and audit approach
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.
As specified in Article L. 821-55 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore:
- ■Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- ■Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
- ■Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management in the financial statements.
- ■Assesses the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein.
- ■Evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation.
Report to the Audit Committee
We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report significant deficiencies, if any, in internal control regarding the accounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France as set out in particular in Articles L.821-27 to L.821-34 of the French Commercial Code (Code de commerce) and in the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes). Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.
2Risk factors
& Risk management
- 2.1. Methodology and description of the main risk factors and their management
- 2.2. Contributors and Enterprise Risk Management program
- 2.3. Insurance and risk coverage
This section describes the parties involved in FORVIA group's Enterprise Risk Management program (ERM) and the main risk factors to which the Group believes it is exposed as of the date of this Universal Registration Document. However, other risks that the Group is not aware of at the date of this Universal Registration Document, or which are not considered to date as likely to have a significant unfavorable impact for the Group, its Business Groups, its financial position, its results or its outlook, may exist or occur.
The risk factors of the Group presented below are those identified as being within its ERM scope as of the date of this Universal Registration Document, it being understood that certain information presented below and identified as such relates specifically to the 2023 fiscal year.
2.1.Methodology and description of the main risk factors and their management
The Group operates its activities in an environment that is constantly changing. It is therefore exposed to risk factors that could result in events whose probability of occurrence and/or severity could adversely affect the achievement of its objectives in the short, medium or long term.
Methodology
Raising awareness of risk culture is the key element of the methodology, for which training is provided to all players in the risk management system. The Group works every year on a risk tolerance mapping through a global approach that is broken down into several stages:
- 1 .the definition of the Group’s context and associated objectives; this forward-looking strategy phase is carried out at the beginning of the year as part of the strategic plan. Thanks to a bottom-up approach, for each product line, the deliverable is formalized with a SWOT analysis and a risk tolerance mapping, with three key factors:
- ■the uncertainties related to the global environment and the automotive sector,
- ■the threats, known or unknown, that could affect the Group’s objectives,
- ■the opportunities associated with the threats identified in order to achieve the Group’s objectives.
- A version is then consolidated by business groups with the entries of its product lines to form a Strategic risk mapping that represents the net impact in function of the time horizon; a final version is then consolidated for the Group;
- 2 .the risk assessment of which the Group is aware, with three phases:
- ■risk identification which is approached via various methods, including surveys and interviews with the main stakeholders at Group and business level,
- ■risk analysis by the causes and consequences to better qualify the risk parameters using a qualitative method,
- ■risk assessment using the prioritization method described below;
- 3 .the risk processing is done using four different levers so called 4T (terminate or avoid, treat or reduce, transfer or share and then tolerate the residual risk) and this thanks to risk control tools that apply for:
- ■the probability of occurrence with control measures, to anticipate the occurrence of any known and possible event,
- ■the impact (or severity) with appropriate mitigation plans, to limit the effects of any adverse event as far as possible.
The Group’s risk mapping changes each year according to the external and internal context. It is submitted to the Risk Committee for approval.
- ■the corruption risk mapping in application of the provisions of the Sapin II law;
- ■the extra-financial performance risk mapping in the context of the Non-Financial Performance Declaration.
Since 2022, more granular risk analyzes have been carried out at the level of functions, Business Groups or regions, and these feed into the Group’s vision. They also give more autonomy to the operational teams thanks to the deployment of tools and help to raise their awareness of risk management and culture. The result is formalized in the form of risk tolerance maps. They are specific to the scope in question and are accompanied by risk mitigation measures and plans.
The link between risk management and internal control is described in Section 2.2.2.2. “Internal control” in this section.
The assessment of the main risks takes into account the control measures implemented to reduce the risk (net or residual risk) and is based on a simplified risk tolerance mapping with a three-level scale:
- ■impact or severity (low/medium/high) which is characterized by financial, operational, reputational, human and/or legal criteria;
- ■the probability of occurrence (low/medium/high) which is characterized by a frequency.
Since 2022, the Group created the ABC Risk class method to better control risk (see paragraph 2.2.4 "Risk department").
The simplified mapping of the main risk factors is shown below. The different risk factors included in this matrix are detailed in this section. The risk tolerance mapping is an internal tool to manage the Group's risk factors. It is also validated by the Audit Committee and by the Board of Directors of FORVIA SE once a year.
Note: The abbreviation NFPD indicates that this risk presents non-financial challenges, which are described in detail in Chapter 4 “Non-Financial Performance.” Identification of the primary CSR risks & opportunities is based on CSR risk mapping produced by the Group to supplement Group risk mapping. A risk universe (and the associated descriptions) was thus defined during a process that included consultations with internal and external stakeholders. Identified risks were rated by stakeholders. The risks selected are those with high criticality during this rating phase and have been approved by the Group’s Risk Committee.
In addition to the simplified mapping of the main risks above, the following table provides a summary of the risk factors and the associated measures of control. The categories below are not set out in order of importance. However, within each category, the risk factors are set out in decreasing order of importance as determined by the Group at the date of this Universal Registration Document on the basis of an assessment of their probability and potential impact, taking into account mitigating measures (net risk). The assessment made by the Group of this ranking in terms of importance may however be modified at any time, in particular, in response to new events outside or within the Group. Moreover, even a risk that is currently considered to be of lesser importance could have a significant impact on the Group should it occur at a future date.
Other risks of which the Group is currently unaware, or which it does not consider significant at the date of this Universal Registration Document, could also affect its business.
Risk factors |
Main risk control measures |
Probability |
Impact |
Related Section |
|
---|---|---|---|---|---|
Operational & industrial risks |
|
|
2.1.1. |
||
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Supply-chain disruptions & supplier failure |
|
●●● |
●●○ |
2.1.1.9. |
|
Risk associated with the automotive supplier business |
|
●●● |
●●○ |
2.1.1.3. |
|
Cybersecurity and reliability of information systems, data & embedded software |
|
●●○ |
●●● |
2.1.1.1. |
|
New product launches & program management |
|
●●○ |
●●● |
2.1.1.5. |
NFPD |
Talent acquisition & retention |
|
●●○ |
●●○ |
2.1.1.12. |
NFPD |
Climate transition & its impact on the economic system |
|
●●○ |
●●○ |
2.1.1.2. |
NFPD |
Loss of a site due to industrial or natural events |
|
●●○ |
●●○ |
2.1.1.8. |
|
External growth & integration of HELLA |
|
●○○ |
●●● |
2.1.1.4. |
|
Pandemic |
|
●○○ |
●●● |
2.1.1.7. |
NFPD |
Site environmental impact |
|
●●○ |
●○○ |
2.1.1.11. |
NFPD |
Product Quality & Safety |
|
●○○ |
●●○ |
2.1.1.6. |
NFPD |
Safety at work |
|
●●○ |
●●○ |
2.1.1.10. |
Financial & market risks |
|
|
2.1.2. |
||
|
Risk related to raw material & inflation of costs |
|
●●○ |
●●● |
2.1.2.4. |
|
Liquidity risk |
|
●○○ |
●●○ |
2.1.2.1. |
|
Customer credit risk |
|
●●○ |
●●○ |
2.1.2.5. |
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Interest rate risk |
|
●●○ |
●○○ |
2.1.2.2. |
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Currency risk |
|
●●○ |
●○○ |
2.1.2.3. |
Legal, regulatory & reputational risks |
|
|
2.1.3. |
||
|
Regulatory developments & geopolitical tensions |
|
●●● |
●●○ |
2.1.3.1. |
NFPD |
Business ethic |
|
●●○ |
●●● |
2.1.3.5. |
|
Significant litigation |
|
●●○ |
●●○ |
2.1.3.2. |
|
Intellectual property |
|
●●● |
●○○ |
2.1.3.4. |
NFPD |
Responsible supply chain |
|
●●● |
●○○ |
2.1.3.3. |
Note: The abbreviation NFPD indicates that this risk presents non-financial challenges, which are described in detail in Chapter 4 “Non-Financial Performance.” Identification of the primary CSR risks & opportunities is based on CSR risk mapping produced by the Group to supplement Group risk mapping. A risk universe (and the associated descriptions) was thus defined during a process that included consultations with internal and external stakeholders. Identified risks were rated by stakeholders. The risks selected are those with high criticality during this rating phase and have been approved by the Group’s Risk Committee. |
2.1.1.Operational & industrial risks
2.1.1.1.Security and reliability of information systems, data & embedded software
|
|
Probability ●●○ |
Impact ●●● |
---|---|---|---|
IDENTIFICATION AND DESCRIPTION OF RISK |
|
POTENTIAL IMPACT ON THE GROUP |
|
Given that the Group (and, more generally, the industry as a whole) has been implementing its digital transformation for several years now, information systems are incredibly important for day-to-day operations. The Group relies upon the capacity, reliability and security of its IT, data protection and security infrastructure, as well as its ability to expand and update it in response to the changing needs of its business. The Group’s information systems can be vulnerable to damage from computer viruses, natural disasters, unauthorized access, cyberattacks, breakdowns and other similar disruptions. In particular, the Group is facing the risks relating to (i) failures of computer equipment used in plant production, (ii) breaches of confidentiality of know-how and personal data, and in general (iii) the integrity and availability of information systems, particularly those contributing to business processes related to ordering, supply and invoicing or to digital products and services marketed by the Group. In addition, certain of the Group’s products or components such as infotainment, Advanced Driver Assistance Systems (ADAS), Android system embedded applications, cloud computing applications or wireless chargers that also connect with smartphones, contain complex information technology systems, software and/or data connectivity features and may be vulnerable to unauthorized access aimed at gaining control of, changing the functionality of or gaining access to data stored in or generated by these products. Finally, this remote access control can lead to significant handling of the vehicle, which could endanger the safety of passengers. |
|
Any system failure, accident, security breach or delivery of a flawed digital product or service could result in disruptions to the Group’s operations. There could be multiple potential impacts on the Group depending on the type of incident that occurs, including:
Despite the numerous investments made in this field in both human and financial resources, any major interruption or loss of sensitive data could impact the Group’s business and have a material adverse effect on its operations, financial condition and reputation. For example, to the extent that any disruption or security breach results in inappropriate or unlawful disclosure of confidential, proprietary, customer or supplier information, it could cause significant damage to the Group’s reputation, affect the Group’s relationships with its customers and suppliers or lead to claims or fines against the Group, including within the framework of the General Data Protection Regulation (GDPR) to which it is subject. In addition, the Group may be required to incur significant costs to remedy damage caused by these disruptions or protect against security breaches in the future. |
|
|
|
|
|
RISK MANAGEMENT |
|
|
|
Particular attention has been paid to the protection of data and IT systems for the past several years. The strategic plan to prevent, detect and control Information Systems security risks continued throughout 2023 and primarily covered the following aspects:
Centralized management systems, such as SAP and Oracle Hyperion Financial Management (HFM), provide means to check the integrity and traceability of data as well as the separation of tasks for all entities and domains. They are subject to regular audits. Finally, since 2020, new sites were evaluated according to the TISAX standard in force in the automotive industry to certify the security of the Group’s Information Systems. Since 2022, the Group has changed its cross-functional organization on the three lines of defense to better protect the systems in terms of cybersecurity. With regard to embedded products, the Group has implemented standards as of the design stage in order to secure them:
|
2.1.1.2. NFPD Climate transition & its impact on the economic system
|
|
Probability ●●○ |
Impact ●●○ |
---|---|---|---|
Identification and description of risk |
|
Potential impact on the Group |
|
With transport accounting for approximately one quarter of global CO2 emissions, and passenger vehicles accounting for approximately 10% of global CO2 emissions, the automotive industry has a responsibility to reduce greenhouse gas emissions and its environmental impact. Climate change, and businesses’ responses to these emerging threats, are under increasing scrutiny by governments, regulators and the public alike. The automotive sector is subject to regulatory constraints related to CO2 emissions, including European Regulation 2019/631, which includes an additional obligation to reduce the emissions of new passenger cars by 37.5% between 2021 and 2030. The automotive sector may be strongly impacted in the future by the introduction of stricter regulations on climate issues, particularly in the area of vehicle life cycle analysis. Regulations on the life cycle carbon footprint of vehicles would have a direct impact on the products and solutions that Faurecia provides. The Group’s greenhouse gas footprint comes from its own direct and indirect emissions (scopes 1 & 2), more predominantly from the controlled upstream and downstream value chain (scope 3), and especially from purchasing. To accelerate the climate transition, the public authorities are expected to constrain this total footprint with new taxes and regulations. In addition, more extensive regulations aimed at reducing emissions of NOx in urban areas and CO2 globally could lead to an increase in demand for vehicles that emit less pollution. Consumer behavior may also evolve as a result of greater environmental awareness, encouraging new models of mobility and vehicle ownership as well as the purchase of more eco-friendly vehicles. Finally, extreme weather-related events (such as floods, cyclones and storms) may impact production facilities located near rivers or basins, which could disrupt production and thereby lead to customer delays and, potentially, loss of business. A study on the evolution of climate change and the associated potential physical risks for the Group was carried out in 2022 and an adaptation plan was launched in 2023 at the Group’s sites. |
|
Failure to anticipate, identify and manage risks associated with the climate transition risk could have a significant impact on the Group’s financial condition, business and reputation. Furthermore, the Group’s operations may be interrupted due to the loss, closure or suspension of its production facilities, whether as a result of extreme weather-related events or failure to comply with more stringent regulations. |
|
RISK MANAGEMENT |
|
|
|
The Group has established a climate transition roadmap according to the SBTi net zero standard, validated in June 2022 by the Science-Based Targets initiative (SBTi) for the FORVIA scope and compatible with the reduction required to maintain global warming at 1.5°C. FORVIA’s roadmap is in line with the Paris Agreement and the most ambitious of the thresholds proposed by the SBTi. Details relating to this roadmap and projects are available in chapter 4 “Non-Financial Performance” of this Universal Registration Document and in particular sections 4.2.1 to 4.2.3. |
2.1.1.3.Risk associated with the automotive supplier business
|
|
Probability ●●● |
Impact ●●○ |
---|---|---|---|
Identification and description of risk |
|
Potential impact on the Group |
|
The Group’s business is the manufacture and sale of original automotive equipment and aftermarket automotive components for its automaker customers. The global automotive supply industry is highly competitive and there can be no assurance that the Group’s products will be able to compete successfully with those of its competitors, including new competitors entering the markets served by the Group. The Group's sales are directly related to the level of sales of each of its customers in their respective markets, which depends on many factors, including (i) the overall level of consumption of goods and services in a given market, (ii) confidence levels of the economic actors in each market, (iii) buyers’ access to credit for vehicle purchases and (iv) any existing governmental aid programs, such as programs to support the automotive industry or vehicle purchase incentive programs. The success of the Group's products is also related to the commercial success of the models marketed by its customers for which the Group produces components and modules. Sales of car models with combustion engines in particular may be negatively affected by increased regulation, such as more stringent emissions tests or the exclusions of such vehicles from city centers, or by an acceleration in the adoption of electric vehicles by consumers. In addition, developments in the automotive sector could accelerate the concentration of various manufacturers and lead to the eventual disappearance of certain vehicle brands or models for which the Group produces equipment. Finally, it could also generate a shift in geographic supply to different markets or locations from the current footprint of FORVIA. |
|
There is a direct correlation between the Group’s sales and operating income and the performance of the automotive sector in the main regions in which the Group and its customers are present, particularly in Europe, Middle East and Africa (which represented 45% of the Group’s sales in 2023), Asia (27% of the Group’s sales in 2023) and the Americas (28% of the Group’s sales in 2023) as well as the commercial success of the models marketed by its customers for which the Group produces components and modules. In addition, the cyclical nature of the automotive industry can have a significant impact on the Group’s sales and results. Furthermore, the orders placed with the Group are binding supply contracts for open orders without any guarantees of minimum volume. The orders are generally based on the life cycle of the particular vehicle model, and there can be no certainty as to how long a given vehicle model will remain in production. At the end of a vehicle’s life cycle, there can be no guarantee that the Group’s products will be utilized for the replacement model. The Group could therefore be required to make certain investments in supply contracts that may not be offset by customer order volumes, thereby generating a significant impact on the Group’s operating income. More generally, a shift in market share away from the vehicles for which the Group produces components and modules (particularly internal combustion engine vehicles) could have a material adverse effect on the Group’s business, financial position and results of operations. |
|
RISK MANAGEMENT |
|
|
|
Given its market share and diversified international presence, the Group has a natural potential to assess its customer risk. FORVIA thus seeks to optimize the quality and diversity of its customer portfolio. In addition, the Group has set itself the goal of limiting its dependency rate per customer to 15% of its sales. In 2023, the Group did business with around 90 customers. In addition to historical Group customers (e.g. Stellantis, Renault-Nissan-Mitsubishi, Volkswagen, Ford, etc.), the Group is now also working with new entrants in the mobility business as well as several local actors, for example in China. The Group is working to reduce its exposure to sales of internal combustion motor vehicles from around 17% in 2023 to about 10% in 2025. The Group also relies on the diversification of its sales by region by vehicle brand and model. In addition, each business monitors the competition on an ongoing basis so that it can respond in the best possible way to calls to tender from automakers and, in particular, to their specific demands for the sale of complex equipment. In this way, FORVIA stays competitive through innovation and efficiency in the development of products. As purchases of components and raw materials account for more than 60% of the sales of an automotive supplier, risk factors related to supply-chain failure and raw materials are detailed in Sections 2.1.1.9 “Supply-chain disruptions & supplier failure” and 2.1.2.4 “Risk related to raw materials & inflation of costs”, respectively. |
2.1.1.4.External growth & integration of HELLA
|
|
Probability ●○○ |
Impact ●●● |
---|---|---|---|
Identification and description of risk |
|
Potential impact on the Group |
|
As part of its external growth policy, the Group has made, and may make in the future, acquisitions of varying sizes, some of which have been and may be significant on a Group-wide scale. Since January 31, 2022, the FORVIA Group has held 81.6% of HELLA’s share capital. HELLA develops, manufactures and markets electronic components, lighting systems and product lifecycle recovery. There are several risks inherent to acquisitions which could occur, including, in particular:
|
|
The benefits expected from future or completed acquisitions may not be realized within the anticipated time frames and/or at the levels expected and, consequently, may significantly affect the Group’s business, financial position and results of operations. The expected benefits of the HELLA acquisition in particular will depend upon the successful integration of HELLA’s activities into the Group’s. Companies may face significant difficulties when implementing the integration plan. Some of these difficulties may be unforeseeable or outside of the Group’s control or the control of HELLA, notably with respect to differences in norms, controls, procedures and rules, corporate culture, the history of technological investments and the organization of the Group and HELLA, and the need to integrate and harmonize the various operating systems and procedures that are specific to each group, such as financial and accounting systems and other IT systems. The costs the Group incurs in integrating HELLA or trying to realize anticipated synergies may be substantially higher than our current estimates and may outweigh any benefit. Furthermore, if the assumptions and estimates used by the Group to value the acquisition prove to be inaccurate, it could result in an impairment of the goodwill recorded in respect of the transaction. |
|
RISK MANAGEMENT |
|
|
|
FORVIA SE's Board of Directors determines the Group’s major priorities and strategies. FORVIA SE's Executive Management oversees these strategies and allocates the resources necessary to carry them out. The policy of external growth is supported by the team in charge of Mergers & Acquisitions, under the responsibility of the Group’s Executive Vice President in charge of finance. Targets are identified as part of a selection process led by the Strategy departments with the help of specialized consulting firms. A set of documents comprising analyses of the market, competitors, Business Plans and risks is used as part of the decision-making process. Negotiations and determination of the valuation of the target are carried out by this same team. Major acquisition decisions are made by FORVIA SE’s Board of Directors in accordance with the provisions of the Board’s internal rules. The Mergers & Acquisitions team is also very closely involved in the life of the entities resulting from external growth transactions (joint ventures, acquisitions) and thus takes part in their decision-making bodies. A post-acquisition integration plan covering all aspects of the relevant entity (human resources, purchasing, sales, R&D, production, etc.) is systematically drawn up and monitored on a regular basis, including at the highest levels of the organization. The Integration Committee is in charge of supervizing and facilitating the process of integrating HELLA into the Group. It is continuously driving this project and managing the risks associated. |
2.1.1.5.New product launches & program management
|
|
Probability ●●○ |
Impact ●●● |
---|---|---|---|
Identification and description of risk |
|
Potential impact on the Group |
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Most of the contracts entered into by the Group at December 31, 2023 were awarded after a call for tenders put out by an automaker to supply complex equipment, to which the Group responded in the form of a Request for Quotation. Every contract entered into with a customer constitutes a “program” whose production phase, which follows the development phase, may last up to ten years, although there is no minimum duration for a program. In 2023, the Group managed a portfolio of approximately 1,000 programs. Over the course of its life cycle, a program faces various risks such as a shortage of qualified operators and workers, problems with component availability or quality, problems related to the quality of the assembly or transportation of finished products or difficulties linked to the rate of work imposed by the customer. |
|
If the Group fails to identify and manage risks in connection with the bidding for and establishment of new programs, or fails to appropriately monitor its operational and financial performance, the Group’s gross margins could be adversely affected, which could have a material adverse effect on its business, financial condition and results of operations. Furthermore, depending on the difficulties encountered over the course of the life cycle of a program, customers’ satisfaction with a program may be negatively impacted, which could have significant consequences on the reputation of the Group as well as its financial results (sales and/or operating margins). |
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RISK MANAGEMENT |
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The Program Management Core System lays out a strict succession of steps for the entire duration of a program, from bid processing to the end of product life. As part of the bid procedure, a risk assessment is completed in order to determine in advance, based on a list of 16 preset criteria, the nature and level of the risks that should be eliminated during the program’s development phase. A specific organization with managers and an action plan is followed for each critical program. Program reviews are carried out monthly within each division and business to define and monitor action plans, including the plans to eliminate the execution risks that are identified during the acquisition phase. Programs deemed “high risk” are also subject to review by the Group’s Executive Management. Each program is subject to a prospective financial analysis and is being monitored through Key Performance Indicators updated monthly. There is a management alert system on top of those indicators which is used to report and correct any significant deviations as soon as possible. For each program identified as critical, audits are carried out on the industrial sites affected by these launches before the mass production phase. The purpose of this measure is to better assess the maturity of the launch phase and ensure a good ramp-up for the customer concerned. Since 2022, the Group has deployed its program risk management methodology within HELLA. |
2.1.1.6. NFPD Product Quality & Safety
|
|
Probability ●○○ |
Impact ●●○ |
---|---|---|---|
Identification and description of risk |
|
Potential impact on the Group |
|
With approximately 1,000 active programs in its portfolio, FORVIA supplies a very large number of vehicle components with a potential impact on driver and passenger safety. The products manufactured by the Group could present quality problems in relation to customer expectations as well as compliance with applicable regulations, particularly those relating to safety. In addition, a number of the Group’s products (such as infotainment, Android system embedded applications or wireless chargers that connect with smartphones) include embedded software which is obtained from third-party providers. If the software provided by the Group’s suppliers is defective, the product may not function as intended.
|
|
Faulty products that are delivered or manufactured may adversely affect the production process for customer systems, subject the Group to legal proceedings and commercial or contractual disputes or result in the incurrence of additional costs that have repercussions on the Group’s business, results or financial position. In particular, the Group may be exposed to product liability or warranty claims if its products actually or allegedly fail to perform as expected or the use of its products results, or is alleged to result, in bodily injury and/or property damage. The Group may incur significant costs to defend these claims or experience product liability losses. Large product liability claims, if made, could exceed the Group’s insurance coverage limits, and further insurance may not continue to be available on commercially acceptable terms or at all for the Group. Further, any proven or alleged instances of inferior product quality or damage caused by the Group’s products could damage its reputation and brand image, reduce customer satisfaction and/or cause new or existing customers to be less willing to conduct business with the Group. In addition, in the event of the failure or suspected failure of products designed by the Group, the latter may be forced to recall and exchange them. The future cost associated with providing product warranties and/or bearing the cost of repair or replacement of such products could have a material adverse effect on the Group’s business, financial condition and results of operations. |
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RISK MANAGEMENT |
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The Group manages product quality and safety risks from the new order acquisition phase to manufacturing in the plants. The Group’s Quality Department ensures proper management at all stages of the process. It is present in all levels of the organization, from the multidisciplinary team developing new programs or production plants up to the Group’s management structure. In 2018, the Group initiated its Total Customer Satisfaction program, which takes into account both Group performance and the perception its customers have of the Group. This program aims to obtain a global picture of customer satisfaction, both in terms of performance and perception, across the entire value chain from order-taking to the start of production. The FORVIA Excellence System defines how production and operations are organized. It has been built to improve quality, cost, delivery and safety on a continuous basis. It helps to guarantee the operational performance of the Group’s production plants around the world, thanks to common working methods and a shared language. Following feedback from our customers, we launched a focus on improving our program launches, using the principles of our FES. In addition to quality indicators, customer satisfaction and their comments are monitored and processed, which makes it possible to monitor the speed and effectiveness of the improvement actions to be implemented by the Group. In 2023, the Group transformed its operational excellence system by integrating the best practices of Faurecia and HELLA. In particular, two areas for improvement are taken into account: a focus on compliance and adherence to standards, as well as anticipation of preventive measures through the strengthening of problem-solving methods. As part of this approach, the Group recently acquired a database in order to centralize all documents and construct an integrated system of audits, and to work on operational vulnerabilities. For major problems, a Management alert system is used. The Group’s management continuously deploys a structured problem-solving culture (contact within 24 hours, identification of the main causes, etc.). This system evolved in 2023 to include all sources of vulnerabilities in the risk management program. Finally, the Group’s industrial management includes a team of auditors that is independent of the operational organization of the businesses, and which conducts reviews on both production plants and R&D centers. They use a precise and rigorous questionnaire to assess the application and maturity of enforcement of the Faurecia Excellence System. Each site is classified according to four levels: poor, satisfactory, excellent, benchmark. If a site is rated poor, it is required to prepare a corrective action plan which is presented directly to FORVIA SE's Chief Executive Officer with a view to reaching a satisfactory level within a maximum of three months. Since 2022, Faurecia and HELLA Quality teams are working in close coordination to share their best practices and continue to grow total customer satisfaction. In particular, the role of the HELLA product integrity team shall strengthen the risk management process. |
2.1.1.7.Pandemic
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Probability ●○○ |
Impact ●●● |
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Identification and description of risk |
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Potential impact on the Group |
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In March 2020, the Coronavirus (COVID-19) pandemic and its global development has generated many significant health threats in the countries where the Group operates and is causing the gradual implementation of public measures restricting the movement of goods and people. This situation disrupted, in the short or longer term, the operation of all or some of the Group’s production plants and R&D centers located in impacted areas, including as a result of a decline in demand for our customers' products. The pandemic similarly impacted the industrial sites or the points of sale of all or some of the Group’s customers and suppliers. The Group cannot guarantee that this type of event will not reoccur in the future, whether due to a new wave of COVID-19, a new variant or another virus.
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A pandemic could have multiple significant impacts concerning:
The consequences of these impacts could include the partial or total shutdown of production plants and lead to delays in the execution of contracts, or the postponement of decisions concerning the placement of orders, or even their cancellation. The effects could have an impact on the Group’s sales. In the past, the shortage of semiconductors linked to the COVID-19 pandemic had an impact on the Group’s volumes (see risk factors 2.1.1.9. “Supply-chain disruptions & supplier failure” and 2.1.2.4. "Risk related to raw material & inflation of costs"). The extent of the impact of a pandemic on the Group’s business and financial performance, including its ability to execute its near-term and long-term operational, strategic and capital structure initiatives, would depend on future developments, including the duration and severity of a new pandemic, which remains uncertain. |
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RISK MANAGEMENT |
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The management of the COVID-19 crisis has led the Group to adopt various measures:
The FORVIA teams remain attentive to issues related to this risk factor. |
2.1.1.8. NFPD Loss of a site due to industrial or natural events
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Probability ●●○ |
Impact ●●○ |
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Identification and description of risk |
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Potential impact on the Group |
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The Group has approximately 257 industrial parks and 78 R&D centers located in 41 different countries. Some of the Group’s plants are highly specialized in terms of manufacturing, and it would therefore be difficult to set-up alternative solutions within a short period of time in the event of a major incident. In addition, some of the Group's plants are located in “high-risk” areas in terms of natural disasters (earthquakes, flooding, etc.). The main causes identified that could potentially lead to the loss of a major industrial park are:
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These various risks may result in the Group incurring additional costs, which could have a material adverse effect on its business, financial condition and results of operations. The total or partial loss of a major industrial park could lead to a supply disruptions affecting one or more customers with major consequences for the automotive industry value chain. An event of this kind would also have consequences on the Group’s sales and operating margins. Such loss or damage may not be fully insured or could exceed the Group’s insurance coverage limits, which could have an adverse effect on the Group’s financial position. |
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RISK MANAGEMENT |
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The Group has drawn up an industrial risk prevention policy, aimed at limiting potential losses from fire or natural disasters, in partnership with its insurer. The Group’s industrial risk prevention policy is based on the following:
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2.1.1.9.Supply-chain disruptions & supplier failure
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Probability ●●● |
Impact ●●○ |
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Identification and description of risk |
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Potential impact on the Group |
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The Group uses a large number of suppliers based in different countries for its raw materials and basic parts supplies. As of December 31, 2023, the Group had made total purchases (direct and indirect, excluding monoliths catalytic converters) above €20 billion with more than 25,000 suppliers. Given its business, the Group could be impacted in the event of supply-chain failures, for example, following a major loss at a supplier’s production park, a health crisis, production quality issues, delivery of lower than required quantities or a liquidation or even bankruptcy. Furthermore, the global supply chain has experienced disruptions as the result of a general lack of production capacity for certain raw materials and components, such as the recent shortage of semiconductors, which had an adverse impact on vehicle production levels. These shortages may be exacerbated by external factors, such as a pandemic, natural disasters, accidents such as fires at a supplier or social unrest, and also by the global economic context that has created, and may continue to create pressure on demand for raw materials or components as well as geopolitical tensions (see risk factor 2.1.3.1 “Regulatory developments & geopolitical tensions”). As a result, production downstream of the global supply-chain can be disrupted. |
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If one or more of the Group’s main suppliers were to go bankrupt or experience an unforeseen stock-out, quality problems, social unrest, a strike or any other incident disrupting its supplies for which it were liable, this could cause delays, impact the Group’s production output or image, or lead to additional costs that would affect the Group’s business, results and overall financial position. In addition, should the Group or one of its suppliers or service providers default at any stage of the manufacturing process, the Group could be held liable for failure to fulfill its contractual obligations or for technical problems. If the Group is unable to obtain sufficient or competitively priced raw materials and components to meet customer demand, this could result in potential disruptions in the supply chain or a reduction in the number of cars produced, which could have a material adverse effect on the Group’s business, results and financial position. |
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RISK MANAGEMENT |
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The Group’s Purchasing department closely monitors the quality and reliability of suppliers’ production operations as well as their credit status and sustainability in order to ensure that the Group’s supply chain is secure through the following measures:
This risk review is carried out as early as the supplier selection process and is subject to regular reassessment. It may lead to a refusal to include the supplier in the Group panel or to an end of the relationship with the supplier in the event of high risk. The Group has a supplier risk analysis tool, which enables it to better anticipate all natural, geopolitical and solvency risks on a single platform. The Group’s purchasing teams regularly organize reviews of supplier risk at the global level, by activity and by division. They also work with suppliers to define action plans to reduce the risks identified in each of them. They thus help suppliers to develop and reduce their industrial and financial risks, in particular through operational support to improve their performance in terms of production, quality, logistics and cost control. They also support suppliers in their international expansion. A specific coordination by product family has been implemented to strengthen to leverage the supplier panel and actions. Since 2023, the general purchasing conditions by country have been harmonized for the Group and rolled out in 2023 by the purchasing teams with the support of the Legal Department. This approach to managing the supplier panel is being extended to harmonize and cover the scope of HELLA. |
2.1.1.10. NFPD Safety at work(1)
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Probability ●●○ |
Impact ●●○ |
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Identification and description of risk |
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Potential impact on the Group |
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As of December 31, 2023, the Group employed around 98,400 operators worldwide, i.e. approximately 64% of its total headcount. As part of the Group’s production activities, personnel are exposed to a variety of risks, including accidents, occupational illnesses or illnesses related to the workplace environment in general that may affect their health or physical safety. |
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The key potential impacts on the Group concern the harm caused to the individual(s) in question. Insufficient management of workplace conditions could also impact the Group’s reputation as well as its finances in the event of financial penalties associated with this harm. |
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RISK MANAGEMENT |
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Safety at work is one of the key elements of the excellence initiative embodied by the FORVIA Excellence System (FES). The Group’s policy on health and safety at work at the day-to-day level centers around two main goals: safeguarding staff health and improving their safety at work. FORVIA has a dedicated Health, Safety and Environment Department which is present at all levels of the organization. The change in the frequency rate of work-related accidents is analyzed in order to measure the effectiveness of actions carried out in this area. After each accident, a “Quick Response Continuous Improvement” (QRCI) analysis is performed using a problem-solving method based on best practices in terms of solving quality problems to ensure that the primary causes of the accident are understood, that corrective actions have been effective and that preventative measures are implemented and shared across the various sites. Since 2018, the Group has structured its approach to prevention around Seven Fundamental Safety Principles for all employees, and in particular operators and the employees of external contractors. In 2023, the Group further strengthened the measures implemented to prevent accidents (refer to section 4.3.1.4 of chapter 4 of this Univerdal Registration Document) and transformed the "7 Fundamental Safety Principles" into "7 Mandatory Safety Rules" to strengthen the obligation aspect for all. Most occupational illnesses reported by Group employees involve musculoskeletal injuries. To reduce this, the Group has taken steps for several years to take into consideration the strain caused by workstations and to remedy the situation as far as possible. Ergonomic analysis of workstations is part of the FORVIA Excellence System tools. This subject is systematically included in the design of products and production tools. It is checked during production plant audits. These reviews, the effectiveness of which was significantly improved by the use of digital technology augmented by artificial intelligence, assists the implementation of solutions to improve manufacturing workstations. In 2023, Faurecia and HELLA’s HSE teams made an important step forward in the convergence of workplace safety risk management processes by creating and launching the deployment of the FORVIA Excellence System 4.0 throughout the Group. |
2.1.1.11. NFPD Site environmental impact
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Probability ●●○ |
Impact ●○○ |
---|---|---|---|
Identification and description of risk |
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Potential impact on the Group |
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In light of its industrial activities, as well as the use of a large number of potentially polluting products and materials in the context of the product manufacturing process, the Group may be exposed to environmental risks such as the risk of accidental pollution or any risk related to the tightening of environmental regulations. The Group could also be exposed to operational risks related to poor energy management (generating excessive CO2 emissions) or poor management of raw materials or waste. |
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Any failure to comply with environmental regulations could cause damage to the Group’s reputation and generate a significant financial impact (including in the form of criminal law sanctions as well as loss of opportunities). Accidental pollution could also require the Group to incur significant costs for the decontamination of the sites impacted. |
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RISK MANAGEMENT |
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In 2023, the Group updated its environmental policy under which it commits to reducing the environmental impact of its facilities. Environmental risk analysis and control are based on ISO 14001. The Environment Committee, which holds monthly meetings and is chaired by the Group Environmental Impact department and includes managers from each Business Group, implements and manages the Group’s environmental policy. Each Business Group has appointed an HSE Officer, who is assisted by (i) a network of HSE managers at the division level (mainly regional) and (ii) HSE coordinators at each FORVIA site. They bring their expertise to plant management. They are also responsible for applying procedures and ensuring compliance with regulations and FORVIA standards. In 2023, the FORVIA Faurecia and FORVIA HELLA teams worked together to define a common framework of fundamental rules to be applied in all sites, the Ten Green Fundamentals, or “Ten Fundamental Principles for Environmental Protection”. This makes it possible, through common standards and a self-assessment process applicable to all sites, to increase the management of the risk of environmental impact of industrial activities, see section 4.2.6 of chapter 4 of this Universal Registration Document. The amount of investments reported by the sites for environmental protection, reducing damages and the value of the provisions recorded for environmental contingencies is indicated in Chapter 4 “Extra-Financial Performance” of this Universal Registration Document. Moreover, the Group has transferred a portion of the risk to the insurance market in order to hedge against damage that may result from environmental pollution. |
2.1.1.12. NFPD Talent acquisition & retention
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Probability ●●○ |
Impact ●●○ |
---|---|---|---|
Identification and description of risk |
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Potential impact on the Group |
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The Group’s strategy focuses on four main mobility priorities which are based on electrification and energy management, safe and automated driving then digital and sustainable cockpit experiences. Consequently, the Group must have key know-how and the appropriate resources to deploy this strategy and these new technologies. The Group could experience difficulties in attracting and retaining the necessary talents able to provide the skills required for the development or production of its innovative products or services, particularly if the automotive industry is considered less attractive to younger generations. In addition, the Group must compete with other companies for suitably qualified personnel, including technical and engineering personnel. |
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If positions remain unfilled for too long, if turnover rates are too high or if diversity is not sufficient, the level of motivation and productivity of the teams, as well as the cost of recruiting, training and integrating new employees, could be impacted. In addition, the loss of the Group’s management team or key individuals (for example, during the integration of an acquisition) could have a negative effect on its operations. Such risks could also slow down the Group’s development and innovation and have a negative impact on its results and reputation. |
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RISK MANAGEMENT |
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The Group defines and deploys several policies and actions related to recruitment, development and compensation to ensure it recruits and retains talent. These actions are adapted according to the country of operation. Talent recruitment In 2023, the Group continued to focus on recruiting recent graduates and early-career skilled professionals in order to ensure that the Group recruits and retains the talents of the future. Throughout this process, the Group has established preferential partnerships with more than 100 schools, post-secondary institutions and universities in the many countries where the Group operates. The Group uses the international volunteering in business (IVB) program as a key to achieving its recruitment goals among recent graduates. The number of IVB participants recruited by the Group has been continuously increasing for the past several years. Since 2022, the Group has launched an artificial intelligence solution to facilitate recruitment and has deployed a specific digital app to discover the Group, its values, strategy and organization and improve integration. All new hires benefit from a personal induction program enabling them to find out more about the Company and its values, strategy and organization. Talent development To prepare the managers of tomorrow, talent identification starts as early as possible in the Group. After a period during which employees successfully demonstrate their talents, the Group offers employees diverse career paths to help them continue to realize their full potential. These paths include cross-functional/inter-divisional mobility, which makes it possible to develop new skills in a variety of contexts. The plan aims to help employees step out of their comfort zone and provide them with general management skills. Experts are also recognized according to a specific process. The Group offers a large catalog of training courses. In 2023, the FORVIA University trained more than 13,000 employees, and in 2022, its online training (Learning Lab) exceeded its first million hours of delivered training since it was initially set-up in 2016. In 2023 the Learning Lab recorded more than 400,000 hours of trainings This offer is available at HELLA since 2022. Recognition The Group’s compensation policy is subject to an annual review by specialized firms in order to ensure competitiveness with the local market. Compensation depends on several elements related not only to individual performance, but also team performance. The variable portion of compensation rises increasingly with the level of responsibility exercised. These various subjects are monitored through dedicated Key Performance Indicators (KPI). In 2023, FORVIA was awarded the LinkedIn Top Companies label (France, Portugal - LinkedIn), Top Employer (India – Top Employer Institute), the Happy Trainees label (Group - ChooseMyCompany) as well as the “Digital HR” award (Group – LOSAM) and “Connected HRD” (Group – Human Capital Victory) for the deployment of our artificial intelligence solution for recruitment. FORVIA Faurecia is ranked as “most attractive company” by engineering students (France, Universum), is among the Top 100 employers for undergraduate students in the United Kingdom (RateMyPlacement) and finally appears in the “Top 1% Best Employers” in the Leading Employers Institute ranking. For more information on efforts to promote diversity in talent attraction and development, please refer to Section 4.2.6 of Chapter 4 of this Universal Registration Document. |
2.1.2.Financial and market risks
2.1.2.1.Liquidity risk
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Probability ●●○ |
Impact ●●○ |
---|---|---|---|
Identification and description of risk |
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Potential impact on the Group |
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In order to finance its capital expenditures and face its cash requirements, the Group must secure its access to funding sources from banks and financial markets. |
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A worldwide economic downturn and/or capital markets disruptions could reduce the Group’s ability to raise the funding required to run its operations and execute its strategic plan. If the Group’s access to these funding sources were to become significantly constrained, or if the cost of capital increased significantly due to lowered credit ratings, prevailing industry conditions, the volatility of the capital markets or other factors, the inability to access such resources could have an adverse impact on the profitability of the Group and on its financial condition, operating result or cash flows. |
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RISK MANAGEMENT |
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The Group’s liquidity is based on the issuance of long term debt (bonds and bank loans), on short term funding programs (commercial paper, factoring) and on the maintenance of committed credit facilities. FORVIA SE holds a 1.5 billion EUR syndicated credit facility maturing in May 2027. As of December 2023, this facility was undrawn. This facility includes a financial covenant: the availability of the credit line is conditioned to the satisfaction of a net debt/EBITDA test, set at 3.0x. As at 31 December 2023, this condition was met. HELLA also holds a 450 million euros syndicated credit facility maturing in December 2026. The components of FORVIA long term debt as well as the liquidity maturity profile are detailed on sections 26.2 and 26.3 of the consolidated financial statements. |
2.1.2.2.Interest rate risk
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Probability ●●○ |
Impact ●○○ |
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Identification and description of risk |
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Potential impact on the Group |
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As a significant portion of FORVIA debt is indexed on variable rates, the Group is exposed to changes in interest rates. |
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Any significant variation in interest rates would lead to an increase in finance expenses and could have a noticeable impact on the Group’s financial results. |
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RISK MANAGEMENT |
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The management of interest rate risk is centralized. Such management is implemented through the Group Treasury department, which reports to FORVIA SE's Executive Management. Hedging decisions are made by a monthly Finance Committee. A significant part of the debt (syndicated credit facilities, short- and medium-term financing, commercial paper) being linked to variable rates, the interest rate policy aims at reducing the impact of interest rate fluctuations on the Group’s earnings. The Group’s interest rate exposure as well as the sensitivity of interest expense to short-term rates are disclosed in Note 30 to the consolidated financial statements. At the end of December 2023, before taking into account the impact of hedges, 25.7% of the Group’s gross debt was exposed to floating rates - compared with 29.4% as of year-end 2022. Details of the Group’s main financing is summarized in Note 26.4 to the consolidated financial statements. |
2.1.2.3.Currency risk
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Probability ●●○ |
Impact ●○○ |
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Identification and description of risk |
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Potential impact on the Group |
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Given its international footprint, the Group is exposed to the risk of exchange rate fluctuations. This risk arises when Group affialiates incur sales or costs denominated in a currency other than their functional currency. The Group is also faced with the translation risk linked to the contribution of affiliates, whose functional currency is not the euro, to the consolidated financials. The sales, net profit and cash flows of these subsidiaries, when converted into €, are sensitive to fluctuations in their accounting currency against the euro. |
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A fluctuation in exchange rates could have ana adverse impact on the Group’s financial results. |
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RISK MANAGEMENT |
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The Group centrally hedges the foreign exchange rate risk of FORVIA and its subsidiaries through forward or optional foreign exchange transactions as well as foreign currency financings. Note 30.2 of the notes to the consolidated financial statements provides a detailed description of the underlying foreign exchange exposures and their derivative hedges. This note also provides a detailed description of the sensitivity of the Group’s earnings and shareholders’ equity to the fluctuations of the main currencies to which the Group is exposed. |
2.1.2.4.Risk related to raw material & inflation of costs
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Probability ●●○ |
Impact ●●● |
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Identification and description of risk |
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Potential impact on the Group |
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The Group is exposed to raw material risk directly through its raw materials purchases and indirectly through components purchased from its suppliers. In 2023, direct raw materials purchases (thermoplastic resins, steel, and semi-conductors) and the raw materials share of indirect purchases of parts made of these same raw materials accounted for about 45% of the Group’s total purchases. Their prices are subject to fluctuations, the underlying causes of which are linked to structural supply capacity, demand, international geopolitical relations. Since 2022, rising inflation also contributed to the increase in the costs of purchased components in consideration of energy, transport and labor. To the extent that the Group’s sales contracts with customers do not include systematic price indexation clauses linked to the price of its raw materials, Faurecia is exposed to risks related to unfavorable fluctuations in raw material prices. The Group does not use derivatives to hedge its purchases of raw materials. However, energy purchases are covered by hedging mechanisms. With regard to inflation, sales contracts with customers do not systematically include an indexation clause based on cost parameters. |
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The Group’s sales, as well as its operating and net income, could be adversely affected if the prices of the raw materials it uses, notably steel and plastics, were to rise steeply. The same is true for the increase in inflation-related costs. The Group may be unable pass on all such price increases to its customers, and the impact could be reflected in the Group’s financial results. If the Group is unable to secure a sufficient quantity of semiconductors or, in Europe sufficient energy supplies for its industrial parks and/or those of its suppliers, it could be exposed to operational losses as well as customer claims seeking indemnification (mass production or launch phase). Bottlenecks in the value chain, which are mainly the result of a general shortage of certain electronic components and have been amplified by external factors over which the Group has limited control, could result in higher costs (transportation, raw materials, energy, workforce, quality assurance and disruptions to the production process) which may affect the Group’s financial results. These risks could also affect customer-supplier relationships. Automakers could require the creation of larger safety stocks, followed by revising existing contractual arrangements. Impacts from such changes to customer-supplier relationships could affect the Group’s financial results. A change of 10% to 20% in the price of raw materials, would have an impact from 50 bps to 100 bps on the Group’s operating income. |
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RISK MANAGEMENT |
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Efforts are made to reduce this exposure by continually negotiating conditions with customers and strictly managing inventories. The Group does not use derivatives to hedge its purchases of raw materials. However, a hedging mechanism exists for energy purchases. The Group’s exposure to this risk remains limited since a large proportion of the raw material price fluctuations are subject to an indexation mechanism or frequent renegotiation with most of its customers on a “pass-through basis.” The Group’s remaining exposure is, therefore, around 10% of the total exposure to raw material costs. In the event of very significant variations in raw materials prices, specific negotiations going beyond the usual indexation mechanisms are implemented to further reduce exposure to the risk of rising prices. The Group is actively working to minimize these risks through a proactive approach to customer and supplier risk management. This approach includes (i) a multi-sourcing strategy, to the extent it remains a viable solution in terms of technical and economic feasibility, while using the existing qualified supplier panel, (ii) methods deployed on an ongoing basis by the Group to identify alternative products available on the market and (iii) a systematic revision of customer and supplier contracts to attenuate the effects of this risk. |
2.1.2.5.Customer credit risk
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Probability ●○○ |
Impact ●●○ |
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Identification and description of risk |
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Potential impact on the Group |
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In view of the economic context in the automotive sector (the emergence of new stakeholders, including new market entrants and strong competition in China, a decrease in volumes, increasingly stringent environmental standards, etc.), the Group cannot rule out the possibility that one or more of its customers may not be able to honor certain agreements or suffer financial difficulties. In 2023, the Group’s five largest customers accounted for 54.1% of sales, as follows: Volkswagen (17.4%), Stellantis (12.4%), Renault-Nissan-Mitsubishi (8,2%), Ford (8.1%) and Chinese OEMs (8.0%). |
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The failure to recover a trade receivable in the event of a payment default (for example, resulting from a customer bankruptcy) could have a negative impact on the Group’s financial results. |
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RISK MANAGEMENT |
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Trade accounts receivable are monitored on a regular basis by the Group’s Finance department. Since 2019, a customer credit risk assessment system has been implemented to better manage the acquisition process with new customers. As of December 31, 2023, late payments of the Group represented €213 million, or 0.8% of consolidated sales for the fiscal year. Details of trade accounts receivable and other receivables are provided in Note 18 to the consolidated financial statements. |
2.1.3.Legal, regulatory & reputational risks
2.1.3.1.Regulatory developments & geopolitical tensions
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Probability ●●● |
Impact ●●○ |
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Identification and description of risk |
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Potential impact on the Group |
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Due to the international nature of its business activities, the Group is exposed to economic, political, fiscal, legal and other types of risks in the countries in which it operates. These risks may result in particular from heightened geopolitical tensions (including those between the U.S. and China, between Russia and Ukraine, and in 2023 in the Middle East), regional instability or the imposition of trade barriers and protectionist policies in various countries. At December 31, 2023, the Group operated in 41 countries and generated 45% of its sales in Europe, Middle East and Africa, 27% in Asia, 28% in Americas and stopped its activities in Russia. The risks to which FORVIA is exposed notably include:
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Inadequate planning or preparations for regulatory decisions or changes made to legal requirements could have a significant negative impact (particularly regarding finances) on the Group’s business and results of operations. For example, the government authorities in a country in which Faurecia operates could update standards that apply to the Group’s products, which could have negative consequences for the Group’s operating income. These risks may be further exacerbated by macroeconomic trends and developments, such as trade tensions between various regions, which could lead to unfavorable changes in trade policies that apply to the Group’s products. These developments could have a material adverse effect on the Group’s business, financial condition and results of operations. |
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RISK MANAGEMENT |
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The Group relies on the expertise of its Legal, Tax and Finance departments, which consistently monitor legislation and regulations in France and abroad via local intermediaries (employees, networks of lawyers, tax specialists, etc.). The Communications, Public Affairs and Sustainability department integrates a monitoring unit that analyzes regulatory aspects in terms of sustainability and has a direct link to the activities. It can anticipate changes that might affect the design of the Group’s products. Regular reviews are carried out regarding changes which may have a significant impact on the Group’s business, and specific measures are taken to hedge the associated risks. The Group assesses the risk of the countries in which it operates. To do this, it relies on the tool of an external service provider, which produces a risk mapping by country, classified according to a three-color code representing the level of external risk. The method is based on several criteria that are fundamental to the automotive supplier business. Faurecia and HELLA teams are synchronizing the geopolitical tensions risks. |
2.1.3.2.Significant litigation
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Probability ●●○ |
Impact ●●○ |
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Identification and description of risk |
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Potential impact on the Group |
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Given its key role and the nature of manufacturing in the global automotive industry, the Group may become the target of litigation or claims filed by its customers, suppliers, end-users or government authorities or become subject to class action lawsuits. These lawsuits, claims and proceedings typically arise in the normal course of business and include claims pertaining to product liability, product safety, environmental, safety and health, intellectual property, employment, commercial and contractual matters and various other matters. The Group may also be subject to investigations by various regulatory authorities regarding compliance with local laws in certain jurisdictions. |
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The frequency and outcome of such lawsuits, investigations, claims or proceedings cannot be predicted with certainty. Major litigation could have a negative impact on the Group’s financial position that is greater than the Group anticipates or cause harm to the Group’s image. |
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RISK MANAGEMENT |
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Adequate provisions have been set aside to cover litigation facing the Group, in accordance with the facts and information available at the balance sheet date. Note 24.2 to the appendix of the consolidated financial statements as of December 31, 2023 gives a description of ongoing significant claims and litigation and indicates the total amount of provisions for litigation. Litigation is tracked quarterly at the Group level and monthly at the business level through reporting prepared by the Legal department. Preventative measures, in particular via the provision of training to core teams, negotiation of contractual terms and proactive identification of potential legal risks are implemented on a continuous basis. Since 2022, the same process has been in place to monitor HELLA litigations. |
2.1.3.3. NFPD Responsible supply chain
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Probability ●●● |
Impact ●○○ |
---|---|---|---|
Identification and description of risk |
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Potential impact on the Group |
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The Group pays particular attention to the risks related to fundamental rights (child labor, forced labor, non-respect for union freedom, environmental damages, etc.) relevant to its activities, all of its suppliers and subcontractors. Due to a large number of suppliers (more than 25,000 in more than 60 countries during 2023), the Group cannot exclude the existence, and may not be aware, of bad practices within its suppliers, in terms of respect for the environment, business ethics, labor law or human rights and fundamental freedoms. |
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If one of the Group’s suppliers has failed, or is suspected of having failed to comply with environmental standards, business ethics, labor law, or human and fundamental rights, or if the Group’s integrity on these issues is called into doubt, it could have significant consequences for its reputation, business activity and financial position. |
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The Group’s Purchasing department has established a policy of sustainable buying, called “Buy Beyond,” which reflects the Group’s commitment to comply with the requirements of the Law no. 2017-399 of March 27, 2017, related to the duty of care. This policy consists, in particular, in systematically reviewing suppliers that are part of the Group production process prior to their selection. For existing suppliers, selection among the main suppliers is complete. This analysis is conducted through a partner of the Group, EcoVadis, and addresses the following areas:
Since 2019, the assessment of suppliers is carried out in a dedicated solution that requires a minimum score. In an effort to achieve continuous improvement, this score has changed over the years, rising from 30 out of 100 in 2019 to 45 out of 100 in 2023. Moreover, supplier quality audits, which are a prerequisite to joining the Group’s panel of suppliers, also include CSR requirements. In the event of non-compliance, the Group may conduct enhanced due diligence and request additional certifications to ensure compliance with international standards and a responsible supply chain. The Group is committed to building close, long-term relationships with its suppliers, based on mutual growth and benefit. Thus, suppliers are asked to comply with the responsible purchasing policy, through the application, in their own organizations and their global supply chains, of the Code of Conduct for suppliers and subcontractors and which, in addition, is systematically integrated in the mandatory consultation documents sent to suppliers. The responsible purchasing policy is described in further detail in Chapter 4 “Extra-Financial performance”, Section 4.3.4 "Responsible supply-chain" of this Universal Registration Document. Lastly, the Group has an external whistle-blowing system that makes it possible to report any breaches related to human rights and fundamental freedoms, or to individual health and safety as well as the environment. This process is being harmonized between Faurecia & HELLA in order to cover the entire supplier base of the Group. |
2.1.3.4.Intellectual property
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The Group conducts an active R&D policy and stresses protection of the resulting innovations. To this end, the Group files patents and designs for technologies, products and processes in many countries. In particular, 719 new patent applications and 564 territorial extensions were filed by the Group in 2022 for a total of 1,283 patent applications filed. There are more than 13,400 patents in the patent portfolio. Due to these significant volumes, the Group may be exposed to infringement of its intellectual property rights by third parties. Moreover, given its active innovation policy, the Group may also be exposed to the involuntary infringement of intellectual property rights held by third parties (unpublished or unidentified rights).
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The infringement of intellectual property rights held by the Group is likely to have an adverse impact on the Group’s activities and results as well as on its image and the quality of its products. The Group cannot rule out the risk that its intellectual property rights may be disputed by a third party, including by non-practicing entities or “patent trolls”, on the grounds of preexisting rights or for any other reason, whether or not founded. The use of new technologies also entails the risk of infringing upon patents of other companies. The materialization of such a risk could have a financial impact as a result of claims for damages or loss of business income and harm the Group’s reputation. The Group may also be required to modify its products or processes or negotiate rights of use with third parties generating significant financial consequences. Furthermore, for countries outside France, the Group cannot be sure of holding or obtaining intellectual and industrial property rights offering the same level of protection as those in France. |
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In order to support and accompany its innovation policy and reinforce the protection of its rights, the Group has a centralized organization that handles all technical and legal issues relating to intellectual property. Bi-monthly committee meetings organized for each business allow strategic decisions to be made to protect transactions with all stakeholders. Twice a year, Intellectual Property Management Committees define the strategies for the businesses and their application, as well as the resources necessary. The Group files patents and designs for technologies, products, and processes in many countries. The Group also protects its name and certain product ranges via trademark law. For example, the FORVIA, Faurecia and HELLA trademarks are protected in all countries of interest to the Group and this protection is monitored. The Group has a large and solid portfolio of intellectual property rights. It is supported by in-house teams of experts and specialists and a global network of advisers, who conduct searches of existing patents and technology watches and monitor the competition, as well as analyses of third-party rights regarding ongoing projects. The Group undertakes actions to prevent, terminate and penalize infringements of its intellectual property rights. For instance, the Group may act against third parties that use its patents, know-how, designs and models or trademarks without its authorization, or it may file challenges or actions for invalidation against third-party patents whose issue the Group does not deem justified. |
2.1.3.5. NFPD Business ethics
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The Group’s organization is decentralized and located in many countries. Each of these countries may have anti-corruption legislation that is potentially extra-territorial in scope. This is the case with regard to the Sapin II law in France, the Bribery Act in the United Kingdom and the Foreign Corrupt Practices Act in the United States. In addition, given the specific nature of the automotive sector (in particular, the presence of a reduced number of stakeholders in certain markets), the Group may also be exposed to antitrust risks (for example, cartel arrangements). |
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These regulations, some of which are quite recent, and the specific nature of the sector mean that the Group is exposed to sanctions in the event of non-compliance, which could in turn have a material adverse effect on the Group’s business, financial condition and results of operations. In addition, should the Group’s integrity in these matters be called into question, this could have significant consequences on its reputation and commercial activity. |
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The Group’s ethical commitments are formalized and detailed in the Code of Ethics, which establishes the essential rules of conduct and ethics applicable to employees (including temporary workers, sub-contractors, etc.), partners, suppliers, civil companies, NGOs, civil society organizations and local communities. This Code of Ethics is given to each new employee, is available in a range of languages and may also be accessed on the Group’s website and intranet. All Group employees are responsible for complying with the Code of Ethics and, if applicable, ensuring that it is circulated and complied with. The Group also has a Code of Conduct for the prevention of corruption. It contains internal rules that are widely distributed to employees. These rules cover in particular the following subjects: gift and hospitality policy; donations and sponsorship; conflict of interest management (via an electronic tool). HELLA has a separate code of ethics and in 2022 it adopted a code of conduct for the prevention of corruption similar to the one of Faurecia. Since 2015, the Group has a Compliance department. This is under the responsibility of the Chief Compliance Officer, who reports to the Group General Counsel and Secretary to the Board of Directors. The Compliance department relies on regional compliance officers for the Americas (United States, Canada, Mexico, Brazil and Argentina), Asia and the EMEA region (Europe, Middle East and Africa). It also relies on a network of Compliance Leaders who serve as contacts in each operational division of the businesses. A compliance program with:
Faurecia and HELLA continue to work closely together to define and implement a common compliance program that meets international standards, including the requirements of the Sapin II Law. please refer to section 4.2.6 of chapter 4 of this Universal Registration Document. |
2.2.Contributors and Enterprise Risk Management program
The Audit Committee (specialized committee of FORVIA SE's Board of Directors), which is tasked with overseeing the effectiveness of the risk management program and the internal control system (which are not limited to accounting and financial risks), informs FORVIA SE's Board of Directors of the main actions taken by the Group in this domain. Risk contributors provide information to the Audit Committee which conducts a formal annual review of the global risk management program and the internal control system.
The following diagram provides a summary of the organization and processes of risk management and internal control within the Group.
2.2.1.Operational departments
The Group’s Executive Committee examines the major operational risks inherent to the Group’s business during the monthly meetings of the Operations Committee, and at least once per year it reviews the risk mapping prepared by the Group’s Risk Committee.
The Executive Management of each business (Business Group) is responsible for identifying and managing the operational risks inherent to its business, which are examined by the respective Operations Committee and Risk Committee. The operational and support functions direct and lead the actions, including risk management, necessary to achieve the Group’s objectives.
2.2.2.Functional departments
Focusing on their specific fields, the Group’s functional departments are responsible for complying and ensuring compliance with current regulations and standards, improving their processes and working with the other departments in order to improve cross-functional processes. They monitor the performance of the operating entities and provide coordination and support to the divisions and sites reporting to them. Each manager is responsible for assessing risks with regard to the processes for which he is responsible and is directly involved in their mitigation and the implementation of internal control measures.
2.2.2.1.The Finance department
Principles applied to the preparation of financial statements
The Group Finance department, which reports to the Chief Executive Officer of FORVIA SE, is responsible for outlining the rules and procedures, consolidating the financial statements, managing cash and financing, and carrying out management control, internal control and internal audits.
- ■determining the Group’s accounting and financial standards in accordance with IFRS as adopted by the European Union and the tax provisions and accounting standards specific to each country, and ensuring compliance with them;
- ■preparing the annual parent company financial statements, the monthly consolidated financial statements and, more specifically, the interim and annual financial information to be reported;
- ■outlining, improving and ensuring enforcement of the internal control procedures needed to produce reliable accounting information. These procedures include a generalization of the permanent inventory process completed by physical inventory takings at least once a year, the strict separation of tasks, and thorough monitoring of access to the various accounting transactions as a function of the different businesses;
- ■managing and improving the information systems used to produce accounting and financial data.
The Country or Regional Chief Financial Officers who manage the shared financial service centers report to the Group’s Finance department. They are responsible for:
- ■the production of the financial and accounting statements for all the units within their scope, in compliance with IFRS and local standards, and the closure dates set by the Group;
- ■compliance with and improvements to the internal control procedures specific to their scope;
- ■strengthening the role and skills of the accounting function;
- ■close collaboration with operational sites within their scope in order to work with them to solve internal control issues and to improve the overall effectiveness of the financial process.
This organization with, on one hand, shared services responsible for producing the financial statements and complying with the standards, and on the other, the controllers considered as co-pilots for the management of operational entity, enables a real separation of tasks and a better development of skills in each role, resulting in better overall effectiveness and reduced risk of fraud.
- ■completeness of transaction processing;
- ■transaction compliance with applicable accounting principles;
- ■periodic review of assets.
Financial reporting process
The goal of the reporting processes is to provide all the financial and non-financial information needed to manage the Group and disclose the financial statements in accordance with applicable accounting standards and the rules decreed by the Autorité des Marchés Financiers (AMF). A “reporting” glossary describes all the content of the reporting data. Procedures explain how this must be carried out.
Monthly reporting
The Oracle HFM (Hyperion Financial Management) and PBCS (Planning and Budgeting Cloud Service) consolidation systems are used for the monthly reporting of both financial information (income statement and balance sheet data) and non-financial information (such as indicators relating to quality, production, purchasing, safety, human resources, etc.). Each business unit reports its final results of operations four days after the end of the month in accordance with Group standards. Every month, the Operations Committee reviews the operational performance and action plans of each Business Group.
In order to effectively anticipate short-term changes and improve responsiveness, monthly reporting includes a rolling forecast for the income statement and cash flow statement for the current and subsequent quarters.
Budget and strategic plan
The Group draws up a year sales plan each year, in which programs play an essential role. This plan determines the Group’s business outlook by business and product line, and the Group’s resources and profitability. It is consolidated using the same tools as for monthly reporting and it is also used to define the budgetary targets for the following year.
Information systems
For process and data management purposes, the Group uses a unique management software package based on SAP. This solution is common to most sites (except recent acquisitions and HELLA) and enables standardization and digitization to occur at a faster pace. All management processes (orders, inventory, flow of parts, receiving, shipping, accounting, etc.) are supported by this solution.
Moreover, the Group relies on this software package to accelerate digitization in numerous areas such as management of workshops and transportation, measuring customer satisfaction, managing maintenance, etc. Work is in progress to enable all of this data to be used by artificial intelligence tools to optimize the processes. A project to unify the Group’s information systems architecture, to define future changes as part of the consolidation of HELLA is underway.
2.2.2.2.Internal control
Within the Group, internal control is a mechanism that encompasses a set of resources, behaviors, training, procedures and actions, the overall purpose of which is to mitigate risks (prevention and protection) that may:
- ■have an impact on the financial and accounting information published by the Group;
- ■cause damage to the Group’s image and reputation;
- ■expose the Group to regulatory or legal sanctions from the various jurisdictions and competition authorities of the countries in which it operates;
- ■threaten the Group’s employees and ecosystem (risk of natural disasters, epidemics, environmental risks);
- ■prevent the Group’s customers from producing, delay their production or hinder their product and service performance (critical equipment breakdown, quality risks, delays in products development);
- ■prevent the Group from being able to continue to finance its operations (cash flow crisis);
- ■threaten the confidentiality of the information held by the Group on its own behalf (intellectual property, data on technologies, financial data) or with regard to its employees (personal data).
By helping to prevent and control risks that could negatively impact the Group in attaining its goals, the risk management and internal control program plays a key role in conducting and steering its various business activities. However, no risk management and internal control system can provide an absolute guarantee that the Group’s objectives will be achieved. In fact, inherent limits exist to any risk management and internal control program, notably due to the uncertainties of the outside world, the exercise of judgment or shortcomings that may arise due to technical or human failure.
Scope
The Group’s internal control system is deployed throughout the Company and its fully consolidated subsidiaries and covers a larger scope than the procedures related to the preparation and processing of accounting and financial information.
Internal control missions
- ■participating in projects to improve cross-functional processes (transportation, protection of the access and rights associated with IT applications, improving IT tools, etc.);
- ■mobilizing the Group’s employees around a common vision of the main risks and making them aware of the risks inherent to their business activity;
- ■training on internal control, some of which are now offered by FORVIA University (Faurecia’s internal training center), including online training modules. Please note that the “basic” module is mandatory for all Group executives;
- ■preparation for COSO certification, which is an internal control standard defined by the Committee of Sponsoring Organization of the Treadway Commission. The Group's primary contributors in internal control all hold COSO certification;
- ■self-assessment campaigns for all corporate management cycles (business management, direct and indirect purchases, inventory management, management of property, plant and equipment, payroll management, tracking of standard costs, information system management, management of expats and other personnel transfers, etc.). A self-assessment questionnaire addressing the most important control items for operational sites (plants and Research & Development centers) was deployed in 2017 in order to help these sites strengthen their internal control system (methods of proof, identification of weaknesses and corresponding action plans). Since 2018, the scope of the self-assessment has been extended to the registered office and administrative centers, in order to comprehensively cover the Group’s business activities. This questionnaire is reviewed annually; a self-assessment program was rolled out in 2019 to strengthen control over development costs, volumes and other assumptions used for the Business Plans;
- ■regular communication with operational entities, functional departments and the Executive Committee to make all business lines aware of current priority issues (fraud, improvement actions, best practices, etc.);
- ■monitoring of “high” and “critical” recommendations raised by internal audit as part of their assignments.
Internal control representatives are present at several levels of the organization (Group, activities, divisions, shared financial service centers) in order to support the approach without taking on the responsibilities of operations management.
Procedures
Internal control is based on a set of principles and procedures: the Group’s culture (Being Faurecia), which is based on six key values and on the Code of Ethics, the Management Code and the Faurecia Excellence System, which represents the operational focus, defining the ways of working for the Group’s employees around the world and structuring the Group’s identity.
The documentation on which the internal control system is based is therefore made up of the following items, which can all be accessed on the Group’s intranet:
- ■the Code of Ethics and the management code;
- ■the internal control manual;
- ■Manager Empowerment, which defines six general cross-functional principles for managers in certain key areas: Acquire a new program; Assess Managers and Professionals; Decide on Capital Expenditures; Decide on Exceptional Items; Manage Managers and Professionals Compensation; Staff Managers and Professional positions;
- ■the Faurecia Core Procedures are set out within nine processes developed by each Group division respecting a common general framework, and apply to all subsidiaries controlled by the Group. They are regularly updated and continually enhanced. The nine processes are as follows:
- ■production control and logistics,
- ■purchasing,
- ■quality and HSE (Health, Safety and Environment),
- ■PMS (Program Management System) and Engineering,
- ■sales and marketing,
- ■communication,
- ■finance,
- ■human resources,
- ■information technology;
- ■Faurecia’s Alert Management System (AMS) immediately informs activities management teams and, if necessary, the Group Executive Committee of any problems encountered in production and program management. This system also ensures a prompt and structured response including problem-solving and capitalization of the solution is achieved by the organization.
Governance
Internal control reports on its work and sustains the connection between the disciplines in the form of the Internal Control Governance Committee, which holds monthly meetings chaired by the Group Chief Financial Officer. This Committee also includes the Deputy Chief Financial Officer, the Director of Internal Audit, the General Counsel, the Chief Risk Officer, the Chief Compliance Officer, and the Chief Financial Officers of the businesses.
The work of the Internal Control Governance Committee is also regularly reviewed by the Audit Committee of the Board of Directors and the Executive Committee.
Since 2023, the Faurecia and HELLA teams have been harmonizing the internal control process between the two teams. HELLA has created an Internal Control Governance Committee, whose work is regularly supervised by the Audit Committee of the Board of Directors and the Management Board.
2.2.2.3.Internal audit
The Internal Audit department assesses the effectiveness of the internal control and governance mechanism and checks that Group procedures are in compliance with local laws and regulations. It defines its missions on the basis of the Group’s risk mapping and an independent risk assessment.
The Internal Audit department has an Internal Audit Charter, which was last reviewed in December 2022 and which defines its roles and purpose, its field of competence and the audit methodology used for its assignments.
The Internal Audit department is under the responsibility of the Group Legal Counsel and Secretary to the Board of Directors, with an option to directly alert the Chief Executive Officer and the Chairman of the Audit Committee of FORVIA SE. It submits the audit program for approval once a year to the Chief Executive Officer of FORVIA SE, the Chief Financial Officer and the Audit Committee. It regularly reports to them on the results of its audit assignments and the measures taken to achieve its audit objectives. It reports to the Audit Committee at least twice per year on the result of its work and its schedule of activities.
Located at the Group’s registered office, it also has regional teams based in Europe, the United States and Asia.
It conducts its assignments wholly independently and systematically substantiates its findings with specific facts that have been duly verified. It follows up on its recommendations that have been sent to the audited sites via (i) an online audit tool or (ii) by an on-site follow-up if deemed necessary.
2.2.2.4.Risk Management department
ENTERPRISE RISK MANAGEMENT PROGRAM (ERM)
Risk management is handled by the Group Risk Committee, which is chaired by the Chief Financial Officer. The main duties of the Risk Committee are to update the risk mapping, to ensure that the associated control (causes) and mitigation (consequences) plans are defined, implemented and more generally, that risks are managed by the first and second lines of defense, experts in their business lines.
The Group Risk Committee meets quarterly. The Chief Risk Officer, Chief Financial Officer, the Deputy Chief Financial Officer, the Director of Internal Control, the Director of Internal Audit, the General Counsel and the Chief Compliance Officer are permanent members of this committee. Risk sponsors, representing the first line of defense for each Group function, the Business Groups and the main regions are also members. The Risk Managers of the key risk management bodies are also part of this committee as a second line of defense (financial control, quality, purchasing, HSE, GIT, sustainable development, insurance, prevention, etc.). The Risk champions, who are responsible for each of the Group’s risks, are invited to participate according to the agenda to carry out a specific review and present the elements of management and control that they steer on a daily basis.
The risks monitored by the Risk Committee concern the entire Group and are notably associated with personal safety, quality, program management, IT systems, the reliability of supplies, asset protection and fire risk, exposure of industrial sites to certain types of natural disasters, the reliability of financial information, compliance and the environment. In addition to an annual review of the entire risk management system, the Audit Committee also conducts an in-depth review of a specific risk several times a year. At least once a year, a review of the entire portfolio of main risks is presented to the Audit Committee and the Board of Directors of FORVIA SE for approval.
In an effort of continuous improvement of the system, the Group risk mapping is reviewed regularly and the integration of new risks is submitted to the Group's Risk Committee, then to the Audit Committee and finally to FORVIA SE's Board of Directors.
The Group has appointed a Chief Risk Officer who reports to the Group General Counsel and Secretary to the Board of Directors. He is in charge of the Enterprise Risk Management program, which is based on the ISO 31000 standard.
He leads a network of Risk sponsors who report directly to a member of the Executive Committee and who represent each of the three pillars of the program:
Each Risk sponsor has one or more Risk champions who cover one or more risks in the system. They are responsible for coordinating the Enterprise Risk Management program within their function, business group or region. The internal network thus deployed provides comprehensive coverage of the Group in terms of risk management in order to protect and create value on both Faurecia and HELLA.
The Enterprise Risk Management program was designed to cover all categories of risks, regardless of their exposure and impact, whether strategic, financial, social, legal, operational or reputational.
Each year, the Group launches a risk assessment campaign covering the three pillars, with two objectives:
- ■identify any new risks (emerging risks);
- ■update the mapping of tolerance for known risks (existing risks).
This approach makes it possible to prepare the organization and raise its awareness of risk management in order to update the Group’s risk register, called the “risk universe” each year, and to standardize the working framework for all of the Group’s lines of defense.
The Risk Management program has also been implemented through two procedures (Faurecia Core Procedures); the associated process, called Enterprise Risk Management (ERM), is built using a step-by-step approach and provides the method to be followed by each of the risk management players, both functionally and operationally, with the Group’s businesses and regional representatives, who are all in charge of dealing with risk.
The risk register enables a close monitoring of the subjects analyzed by the Group Risk Committee. It was set up in 2017 and, since 2018, it is accessible remotely using a dedicated IT solution developed in-house in real-time to share the information between the various lines of defense: the risk universe, risk sheets, risk assessment with associated parameters and risk tolerance mapping. Finally, quarterly reporting and monitoring are carried out using more than 100 Key Risk Indicators (which assess the threat and the level of danger or risk appetite) as well as the main measures of control and risk mitigation plans.
In addition to the usual work, the risk universe was extended to cover the new emerging risks. An analysis of the specific risks linked with our three historical businesses was carried out in order to feed the Group’s risk mapping, but also to provide a risk-based thinking vision by Business Groups, giving them more autonomy on an Operational Risk Management standpoint.
In 2021, in order to strengthen anticipation, the Group introduced a risk assessment approach embedded into its strategic planning process. This approach combines not only work on the definition of threats (value protection) but also on opportunities (value creation). Thanks to a bottom-up approach by business and by product line, the assessment of potential net impacts was combined with a time scale of 15 years, to identify future risks in a strategic risk mapping.
Since 2022, with the aim of strengthening risk management, the Group’s Risk Committee has implemented an innovative method to better address risk management at the various levels of the organization. It tiers them into three classes, according to their number and is called the “ABC risk class”. It is based on the principle that each risk is broken down into two elements: threat and opportunity. For each class, the ratio between the threats on the one hand, and the possibilities of seizing new opportunities on the other hand is inversely proportional. Each of the classes therefore addresses different stakeholders in the organization to better manage the risk.
- ■A| Disruptive: with risk-taking, generally by Top management, which commits the company’s strategy and its future with a transformation of the activity (new normals).
- ■B| Unpredictable: for which the cause is exogenous and for which the organization must prepare with the expertise of the Group’s functional teams and their Risk Champions to react quickly in the event of a crisis (sudden events).
- ■C| Preventable: at the heart of the business they are operational risks by nature and well known, these risks must be prevented by the operational entities and processed with the "4T's" methodology detailed in chapter 2.1 under Methodology (everyday events).
Since 2023, the HELLA team has been a member of the Group Risk Committee. Risk management methods have converged and a common risk management and control tool is being rolled out to better understand FORVIA’s risks. A link between the Group’s risk universe and the operational risks identified at each industrial site has been created to better meet the expectations of IATF 16949.
2.2.2.5Compliance Department
Compliance program
Organization
The Compliance department was created in 2015. Its matrix structure relies on functional and operational resources, which allows for wide distribution of its annual plan. The Chief Compliance Officer determines program priorities that arise from the risk analysis of the previous compliance plan. Regional Compliance Officers (RCOs) drive the compliance program in the regions in which the Group operates: Americas (United States, Canada, Mexico, Brazil and Argentina), Asia and EMEA (Europe, Middle East and Africa). The Compliance department also relies on a network of contact people, called Compliance Leaders, in each operational division of the businesses. As part of the identification and monitoring of non-compliance risks, the compliance team works closely with the Chief Risk Officer and members of functions in the second (finance, internal control, IT, etc.) and third (internal audit and external audit) lines of defense.
Frame of Reference
The Group is a signatory of the United Nations Global Compact. Consequently, the Group is committed to aligning its operations and strategy with 10 universally accepted principles in the areas of human rights, labor standards, the environment and the fight against corruption. This commitment is reasserted in the Code of Ethics, which is updated on a regular basis, specifically (i) as part of the roll-out of the “Being FORVIA” program intended to strengthen the Group culture and thereby contribute to long-term value creation, and (ii) to integrate the changes resulting from the provisions of the Sapin II law. Moreover, the Management Code, established to guide the day-to-day management of the teams, customers and suppliers, translates many of the principles set out in the Code of Ethics into operational terms.
Furthermore, the Group has an anti-corruption Code of Conduct and a best practice guide concerning anti-competitive practices. It contains internal rules that are widely distributed to employees. These rules cover the following subjects: policy on gifts and hospitality, donations and sponsorships, managing conflicts of interest (via an electronic tool) and the “golden rules” of competition law.
The functions of the second line of defense regularly monitor risks to prevent and fight against corruption at Faurecia. The Compliance and Legal departments assess the risks before and/or after acquisition operations. Accounting controls to prevent and identify acts of corruption are carried out by Compliance, Internal Control and the Finance Directors of the countries concerned. In addition, Internal Audit conducts assignments relating to the existence and effectiveness of the Group’s anti-corruption program. These missions cover a sample of transactions selected by the audit.
Lastly, internal rules exist in relation to the risk tracking system for the Group’s third parties and their co-contractors, as applicable.
Training and Communication
In order to maintain the Group’s strong culture of ethics and compliance, the Compliance department introduced a training program tailored to risks that targeted populations may encounter.
The training and communication program on ethical rules and compliance relies on various internal communication mechanisms. There is a core of mandatory online training (MOOC) focusing in particular on ethics, competition rules and the fight against corruption. In order to maintain a strong compliance culture, the Group Compliance department has implemented different training sessions accessible to all employees of the Group (FORVIANS including temporary employees, interns, consultants, etc.). These trainings are Faurecia tailored and include the risks that may face targeted population. The pedagogical approach promotes interactive training using short videos and animations. Moreover, the Group has prepared and disseminated practical guides and an online training.
Periodic hard-copy and electronic publications, as well as blogs and intranet communities, provide opportunities for the Group to communicate more widely about its internal rules.
Moreover, Regional Compliance Officers and Compliance Leaders regularly organize, at industrial parks and within divisions of the Business Groups, on-site training or communication sessions to ensure a close culture of ethics and compliance. These training sessions also occur, in particular, in the context of audit duties conducted by the Internal Audit.
Governance
The measures taken by the Group to prevent breaches, (particularly in the area of corruption), as well as areas for improvement, are regularly presented and discussed at the various bodies in which the compliance function participates.
On the Group level, the Chief Executive Officer of FORVIA SE chairs a quarterly Committee, which is steered by the compliance function. Its main missions and strategic decisions are discussed and approved within this body.
The Group’s Chief Financial Officer chairs the quarterly Risk Committee meetings, which is steered by the Risk department. The main risks identified and monitored by the compliance function are in particular presented and discussed in this Committee.
Furthermore, Compliance Leaders facilitate quarterly Compliance Committee meetings, which are chaired by the manager of each of the Business Groups. They deploy and facilitate the compliance program at each level of the Group’s activities in conjunction with priorities defined at the Group level.
Finally, each Regional Compliance Officer oversees one or several quarterly Compliance Committee meetings to present the actions and results of the compliance program in their region
Whistle‑blowing procedure
Faurecia implemented a whistle-blowing system (“Speak Up”), revamped as part of its compliance with the Sapin II and Duty of Care laws and the General Data Protection Regulation (EU GDPR). Thus, any Group employee (FORVIANS including temporary employees, interns, consultants, etc.) as well as any person and entity are called upon to express their concerns or report a breach of the Code of Ethics, the Code of Conduct for the prevention of corruption, internal policies and procedures or the law, by reporting it to the Company’s management:
- ■either via the internal whistle-blowing procedure: any Group employee may share their concerns or indicate unethical behavior to their line manager, to someone in Human Resources, or a compliance team member;
- ■or through a dedicated whistle-blowing hotline: this channel may be used specifically for the most serious cases mentioned above. This mechanism offers enhanced protection through “legal confidentiality”. The dedicated whistle-blowing hotline is accessible via a website: https://faurecia.ethicspoint.com/.
All cases are initially analyzed to determine whether there is sufficient evidence to initiate an investigation, if necessary. After analysis, the lessons learned are regularly shared with the functions concerned. To this end, Compliance department has created a library that gathers all cases according to the following main categories: human resources (inappropriate behavior, discrimination, harassment, etc.), finance (compliance with accounting rules, fraud), conflicts of interest (selection of suppliers, non-declaration), violation of internal processes, environment and safety, corruption, compliance with competition rules, etc. This periodic reporting guarantees the anonymity of the protagonists.
Compliance communicates widely on the Speak up process, procedures and training. All alerts are received by the Chief Compliance Officer and the General Counsel who, where applicable, together with Regional Compliance Officers provide legal protection for the whistleblower. Alerts can be entered into the tool in the desired language by the whistle-blower. The tool is configured in the main Faurecia languages. Upon receipt of the alert, an investigation procedure is initiated in order to best ensure its management in accordance with applicable internal and local rules. At the end of the investigation, corrective actions can be taken. The Compliance department monitors the implementation of these actions and periodically reports on the trends identified.
2.2.2.6.Legal department
The Legal department consists of a team located in France and in the main countries where the Group operates. It builds on an organization based on three pillars:
- ■lawyers specializing in certain areas (competition, mergers & acquisitions, intellectual property, company law, information technology);
- ■general legal experts in each product line – Business Group (seats, interiors, clean mobility, electronics, lighting and after-sales);
- ■general legal experts in the Group’s main regions (Americas, Europe and the Middle East, Asia and China).
Thanks to these various skills, a constant legal watch and the implementation of control and reporting processes, the Legal department protects and ensures the security of the Group's operations.
2.2.3.External stakeholders
- ■the Statutory Auditors;
- ■third-party organizations which carry out the following certification processes for the entire Group over a three-year cycle:
- ■environment (ISO 14001),
- ■health & safety (ISO 45001),
- ■quality (ISO TS/IATF);
- ■engineers from fire and property insurance companies who conduct a biennial audit on each of the Group’s sites to:
- ■assess fire risks and any potential impact on production and customers,
- ■check whether the prevention and protection measures in place are adequate,
- ■issue recommendations to reduce risks.
2.3.Insurance and risk coverage
The Group's asset protection policy is based on the implementation and ongoing adaptation of a policy of (i) preventing industrial risks and (ii) transferring the main insurable risks to the insurance market.
In addition, given the trend in claims and the unfavorable trend in the insurance market – in particular the increase in deductibles – Faurecia is de facto its own insurer to a certain extent. The Group has set up a captive reinsurance company based in Luxembourg in order to further structure this self-insurance. Since 2021, the Group has obtained approval from the Luxembourg Insurance Commission for FORVIA-Ré, which participates in the hedging of the Group’s civil liability, damage and business interruption insurance programs.
2.3.1.Fire, property damage and business interruption insurance
The Group has taken out a fire, property damage and business interruption insurance policy with a co-insurance group of major insurers led by FM Global.
Buildings and equipment are insured as replacement values. The guarantees are organized around a Master policy which directly covers the risks located in the area of freedom to provide services and local policies for subsidiaries located outside this area.
The premium rates applicable to exposed capital (direct damage and annual gross margin) depend directly on the Highly Protected Risk (HPR) classification assigned to the site, after audit by the insurer.
- ■June 2019: destruction following a fire at the plant belonging to the FCM supplier Modulo in Poland;
- ■November 2019: a fire in a workshop used for the manufacturing of flooring and trim and door panels in the Abrera plant in Spain following an outbreak of a fire on a painting production line.
These claims and general developments in the insurance market have led to a significant tightening of the program’s terms and conditions:
- ■a sharp increase in deductibles, particularly for major sites that are poorly protected or exposed to high natural risks;
- ■increase in the premium;
- ■increase in the deductible for failures, and reduction in the level of coverage provided for indirect failures (tier-2 and above suppliers, customer suppliers).
- ■monitoring by the Risk Committee of the fire protection action plans of the most vulnerable main sites;
- ■the launch of an analysis and a monitoring of the fire and natural risks of our main suppliers, in particular through the precise location of their production plants;
- ■the launch of a technical and an economic evaluation of the costs of securing sites exposed to a high risk of flooding, earthquakes, wind or snowfall.
FORVIA completely reviewed the production of insurable property values at the time of the renewal in July 2023: the insured assets are now valued by a specialized service provider according to an algorithmic and predictive methodology based on the characteristics and location of the buildings as well as the list of equipment present at each site. Inventory and gross margin values are extracted from the ERP and then allocated to each site. This innovation made it possible to contain the inflation of securities and therefore the premium budget.
Lastly, the increase in climatic hazards could increase claims related to natural events or trigger other events (heat waves, water scarcity, etc.) likely to affect the Group’s operations. A comprehensive analysis of the industrial park portfolio was carried out by an external partner in 2022, with the aim of anticipating the likely impacts of climate change on the most vulnerable industrial parks. Based on this analysis of exposure to natural disasters, the Group assesses the resilience of its activities using the OCARA method. In 2023, five pilot sites have tested the methodology before rolling it out at its most exposed sites.
Damage insurance is supplemented by builder’s risk insurance and insurance covering the transportation of goods or equipment and political risk.
The previously regional transport insurance policies have been consolidated into an integrated global program with the insurer AXA XL since January 1, 2022. Prevention actions are underway to control claims in countries affected by recurring claims such as Mexico, Brazil and South Africa.
2.3.2.Liability insurance
Since January 1, 2022, Allianz became the leader of the co-insurance program that covers Faurecia's civil liability. Civil liability insurance covers operational liability and product liability after delivery, including the risk of recall. Liability insurance takes the form of a Master policy combined with local policies taken out in countries where Faurecia has subsidiaries.
The Group's civil liability insurance plan also includes specific policies such as civil liability insurance for environmental damage or damage coverage due to accidents or occupational illnesses of personnel.
Several major claims were filed in the United States and Europe between 2014 and 2019. A surge in claims for physical injuries following an accident has also been recorded in the United States. This increase in claims affects the terms of the liability insurance plan.
Since 2019, it has been observed that the recent high loss experience as well as the tightening of market conditions lead to a sharp increase in the deductibles applicable in case of recall and in insurance premiums.
The acceleration of the Faurecia Hydrogen Solutions division requires the extension of insurance coverage to this new line of products and the associated industrial risks. To this end, information workshops for civil liability insurers were conducted to present these activities and work on risk prevention recommendations.
2.3.3.HELLA insurance
HELLA has set up an insurance program to cover the main risks related to its business. The Insurance Departments of Faurecia and HELLA are working together to merge certain insurance policies for the Group, as is the case for the property and casualty and business interruption policy, which is scheduled to be consolidated on January 1, 2024.
3Corporate
governance
- 3.1. Board of Directors
- 3.2. Operational management of the Group
- 3.3. Compensation of corporate officers
- 3.4. Summary of compliance with the recommendations of the AFEP-MEDEF Code
- 3.5. Shareholding by corporate officers and transactions in the Company’s securities
- 3.6. Declarations of the members of the Board of Directors and Executive Management
- 3.7. Authorizations relating to sureties, endorsements and guarantees
- 3.8. Agreements
- 3.9. Other Information
The information below constitutes the chapter relating to the corporate governance report as provided for by the last paragraph of Article L. 225-37 of the French Commercial Code.
Some of the information forming an integral part of the corporate governance report, as required by Articles L. 22-10-8 and L. 22-10-10 of the French Commercial Code, is included in other chapters of this Universal Registration Document. Where applicable, references included in this section indicate the chapter of this Universal Registration Document to which they refer.
This chapter has been prepared on the basis of the work carried out by the Group’s Legal department and Human Resources department.
The Company refers to the AFEP-MEDEF Corporate Governance Code for listed companies, available on the MEDEF website (www.medef.fr).
3.1.Board of Directors
3.1.1.Summary presentation of the Board of Directors and key figures
The diagram below summarizes the composition of the Board of Directors and the Committees (permanent) at the date of this Universal Registration Document:
The table below presents the key figures of the Board of Directors at the date of this Universal Registration Document.
3.1.2.Composition of the Board of Directors
3.1.2.1.General information on the composition of the Board of Directors
According to the Company’s bylaws, FORVIA’s Board of Directors comprises at least three members and a maximum of 15 members, excluding Board members representing employees, appointed in accordance with Article L. 225-27-1 of the French Commercial Code.
Board members are appointed for a term of four years by the General Meeting, on the basis of proposals made by the Board of Directors, acting on the basis of recommendations made by the Governance, Nominations and Sustainability Committee. They may be re-elected and can be dismissed at any time by the General Meeting. Neither the bylaws nor the internal rules of the Board of Directors contain rules for staggered terms of office. However, in practice, appointments are renewed on a staggered basis, which helps avoid reappointing Board members all at once.
In addition, the Company has two Board members representing employees appointed pursuant to Article L. 225-27-1 of the French Commercial Code, in accordance with the following terms and conditions of the bylaws: one Board member representing employees is appointed by the labor union that obtained the most votes in the first round of the elections referred to in Articles L. 2122-1 and L. 2122-4 of the French Labor Code, and a second Board member representing employees is appointed by the European Employee Representation Council. They are also appointed for a term of four years.
The table below sets out and completes the information given in the above graph and in the key figures regarding the composition of the Board of Directors and Specialized Committees (permanent) at the date of this Universal Registration Document:
|
Age |
Gender |
Nationality |
Number of shares |
Number of corporate offices in listed companies (excluding FORVIA) |
Indepen- |
Date of first appointment |
End of corporate office |
Length of time on Board |
Committees |
---|---|---|---|---|---|---|---|---|---|---|
1. Executive corporate officers |
||||||||||
Michel de ROSEN Chairman of the Board of Directors |
73 years |
M |
|
12,565 |
1 |
Yes |
GM of |
GM 2024 |
8 years |
Member of the Governance, Nominations and Sustainability Committee |
Patrick KOLLER Chief Executive Officer and Board member |
65 years |
M |
|
154,751 |
2 |
No |
GM of |
GM 2025 |
7 years |
- |
2. Board members appointed by the Meeting |
||||||||||
Michael BOLLE |
62 years |
M |
|
513 |
0 |
Yes |
GM of |
GM 2027 |
9 months |
Member of the Compensation Committee |
Judy CURRAN |
62 years |
F |
|
500 |
1 |
Yes |
BoD meeting of February 18, 2022 |
GM 2024 |
2 years |
Member of the Audit Committee |
Odile DESFORGES |
74 years |
F |
|
664 |
1 |
Yes |
GM of May 27, 2016 |
GM 2024 |
8 years |
Chairwoman of the Audit Committee |
Esther GAIDE |
62 years |
F |
|
500 |
1 |
Yes |
GM of |
GM 2027 |
9 months |
Member of the audit Committee |
Penelope HERSCHER |
63 years |
F |
|
500 |
2 |
Yes |
GM of May 30, 2017 |
GM 2025 |
7 years |
Member of the Governance, Nominations and Sustainability Committee |
Valérie LANDON |
61 years |
F |
|
650 |
0 |
Yes |
BoD Meeting of October 12, 2017 |
GM 2025 |
7 years |
Member of the Audit Committee |
Jean-Bernard LÉVY |
68 years |
M |
|
500 |
1 |
Yes |
BoD meeting of February 19, 2021 |
GM 2024 |
3 years |
Chairman of the Governance, Nominations and Sustainability Committee |
Denis MERCIER |
64 years |
M |
|
1,157 |
0 |
Yes |
GM of May 28, 2019 |
GM 2027 |
5 years |
Chairman of the Compensation Committee |
Nicolas PETER |
61 years |
M |
|
500 |
1 |
Yes |
BoD meeting of October 19, 2023 |
GM 2026 |
4 months |
Member of the Audit Committee |
Peugeot 1810 with Robert PEUGEOT as permanent representative |
73 years |
M |
|
6,110,494 (1) |
3(3) |
No |
GM of May 31, 2021(2) |
GM 2025 |
3 years |
Member of the Governance, Nominations and Sustainability Committee |
3. Board members representing employees |
||||||||||
Daniel BERNARDINO |
53 years |
M |
|
-(5) |
0 |
-(4) |
November 1, 2017 |
October 31, 2025 |
6 years |
Member of the Compensation Committee |
Emmanuel PIOCHE |
58 years |
M |
|
-(6) |
0 |
-(4) |
November 1, 2017 |
October 31, 2025 |
6 years |
Member of the Audit Committee |
|
3.1.2.2.Board members' expertise, positions and corporate offices as of the date of this Universal Registration Document
Daniel BERNARDINO |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: August 9, 1970 |
|
Board member representing employees |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
November 1, 2017 |
|
Number of FORVIA shares: - (*) |
|
Date of expiry of corporate office: |
October 31, 2025 |
||||
Skills: |
|
Member of the Compensation Committee |
|||||
|
|||||||
|
|||||||
Daniel Bernardino is a method agent in the Logistics department at FORVIA’s Palmela site (Portugal). He joined the Group in 1994 as Head of the logistics team. He held various employee representation offices between 1997 and 2017 and has been a member of FORVIA’s European Works Council for 14 years. He is a sociology graduate. |
|
Main position held outside of FORVIA No outside position held. Other positions and corporate offices in 2023 outside of FORVIA No such corporate office. Positions and corporate offices held within the last five years and which have expired - |
|||||
(*) Daniel Bernardino participated in an employee shareholding plan carried out in 2021 and holds as such FCPE shares invested in FORVIA shares. |
|
Experience in FORVIA’s core businesses |
|
Experience in an industrial company |
|
Automotive technologies |
|
Specific knowledge of a geographic market |
|
|
|
|
|
|
|
|
|
|
|
Leadership and crisis management |
|
|
|
|
|
|
Michael BOLLE |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: May 6, 1961 |
|
Independent Board member |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
GM 2023 |
|
Number of FORVIA shares: 513 |
|
Date of expiry of corporate office: |
GM 2027 |
||||
Skills: |
|
Member of the Compensation Committee |
|||||
|
|||||||
|
|||||||
Dr. Michael Bolle is a company’s Board member. He started his career at Robert Bosch in 1992 as research engineer and was appointed as Department Head of the Corporate Research Department in 1997. In 1999, he became an entrepreneur and was co-founder of the start-up Systemonic AG, which developed semiconductors for mobile communications and sold it successfully few years later. In 2003, he returned to Robert Bosch as General Manager of a newly founded joint venture with Denso called ADIT. In 2006, he was appointed head of the product division infotainment systems of Bosch Car Multimedia and in 2011 as Executive Vice President Engineering. In 2014, he was promoted to President of Bosch Corporate Research Organization, covering research activities for all different businesses within the Bosch group and in 2018 he became Member of the Board of Management and fulfilled the roles of Chief Technology Officer and Chief Digital Officer until 2021. In addition, he was responsible for corporate quality and worldwide coordination of manufacturing. Since January 2022, he is the Chairman of the Shareholder Council of Carl Zeiss Foundation, where he acts as a link between the foundation and the foundation's companies Carl Zeiss AG and Schott AG. He represents the economic interests of the Carl Zeiss Foundation towards the foundation's companies and is simultaneously appointed as Chairman of the Supervisory Board of both Schott AG and Carl Zeiss AG. He is also a Board member (Verwaltungsrat) of Swissbit AG. He received a Master’s Degree in Electrical Engineering from the RWTH Aachen University (Germany) in 1986 and earned a PhD in Digital Signal Processing from the Ruhr University Bochum (Germany) in 1992. |
|
Main position held outside of FORVIA:
Other positions and corporate offices in 2023 outside of FORVIA French listed companies No such corporate office. French unlisted companies No such corporate office. Other foreign listed companies No such corporate office. Foreign unlisted companies
Positions and corporate offices held within the last five years and which have expired
|
|
Experience in FORVIA’s core businesses |
|
Experience in an industrial company |
|
International experience |
|
Automotive technologies |
|
Governance/management of large companies |
|
Specific knowledge of a geographic market |
|
Data based technologies/digital |
|
Leadership and crisis management |
|
Risk management |
|
Energy/electrification |
|
|
|
|
Judy CURRAN |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: May 17, 1961 |
|
Independent Board member |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
February 18, 2022 |
|
Number of FORVIA shares: 500 |
|
Date of expiry of corporate office: |
GM 2024 |
||||
Skills: |
|
Member of the Audit Committee |
|||||
|
|||||||
|
|||||||
Judy Curran is responsible for the Automotive Technology and Strategy at ANSYS including the go-to-market plans and the development of new simulation workflows aligned with latest automotive trends such as electrification, assisted driving and autonomy. Judy Curran served previously in a number of positions at Ford group from 1986 to 2018 (notably as Director of Technology Strategy from 2014 to 2018 where she in particular developed the cross-vehicle global strategy for key new technologies including assisted driving, infotainment, new electrical architectures, and connectivity). Judy Curran holds a Bachelor of Science, Electrical Engineering/Computer Software from Lawrence Technological University (USA) and a Master of Science, Electrical Engineering from the University of Michigan (USA). |
|
Main position held outside of FORVIA:
Other positions and corporate offices in 2023 outside of FORVIA French listed companies No such corporate office. French unlisted companies No such corporate office. Other foreign listed companies
Foreign unlisted companies
Positions and corporate offices held within the last five years and which have expired
|
|
Experience in FORVIA’s core businesses |
|
Experience in an industrial company |
|
International experience |
|
Automotive technologies |
|
Governance/management of large companies |
|
Specific knowledge of a geographic market |
|
Data based technologies/digital |
|
Leadership and crisis management |
|
Risk management |
|
Energy/electrification |
|
|
|
|
Odile DESFORGES |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: January 24, 1950 |
|
Independent Board member |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
May 27, 2016 |
|
Number of FORVIA shares: 664 |
|
Date of expiry of corporate office: |
GM 2024 |
||||
Skills: |
|
Chairwoman of the Audit Committee |
|||||
|
|||||||
|
|||||||
Odile Desforges was a research analyst at the Institut de Recherche des Transports in 1973 before joining Renault in 1981, where she held several positions of responsibility in planning, product development and purchasing. Subsequently, after serving as Deputy Chief Executive Officer of Renault-VI/Mack and as a member of the Executive Committee with responsibility for planning, purchasing and program development from 1999 until 2001, she was appointed President of the Volvo 3P Business Unit of AB Volvo, where she remained until 2003. From 2003 to 2009, Odile Desforges was a member of Renault’s Management Committee and served as Head of Worldwide Purchasing for Renault-Nissan. In 2009, she was named to Renault’s Executive Committee and appointed as Group Director of Engineering and Quality. She exercised her rights to retire in July 2012. Odile Desforges is an engineer and graduate of École Centrale de Paris and of the European Center for Executive Development (CEDEP). She was made a Chevalier de l’Ordre National du Mérite and a Chevalier de la Légion d’Honneur by the French government. |
|
Main position held outside of FORVIA
Other positions and corporate offices in 2023 outside of FORVIA French listed companies
French unlisted companies No such corporate office. Other foreign listed companies No such corporate office. Foreign unlisted companies No such corporate office. Positions and corporate offices held within the last five years and which have expired
|
|
Experience in FORVIA’s core businesses |
|
Experience in an industrial company |
|
International experience |
|
Automotive technologies |
|
Governance/management of large companies |
|
Banking/finance |
|
Leadership and crisis management |
|
Risk management |
Esther GAIDE |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: September 6, 1961 |
|
Independent Board member |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
GM 2023 |
|
Number of FORVIA shares: 500 |
|
Date of expiry of corporate office: |
GM 2027 |
||||
Skills: |
|
Member of the audit Committee |
|||||
|
|||||||
|
|||||||
Esther Gaide began her career in 1983 working in the external audit departments of PriceWaterhouseCoopers in Paris and London and Deloitte in Paris and Los Angeles. In 1994, she joined Bolloré group as Group Internal Audit Director where she set up the Internal Audit Department. Between 1996 and 2008, she successively held the position of CFO of the Bolloré Logistics Division, CFO of the Bolloré Africa Logistics Division and ultimately Group Director of Controlling, in charge of accounting, consolidation and control. In 2006, she joined Havas as Deputy CFO and HR Director. In 2011, she joined Technicolor as Group Director of Controlling, then was appointed deputy CFO before becoming CFO and member of Technicolor's Executive Committee in 2015. From March 2018 to April 2023, she held the position of CFO of Elior Group. She is also Board Member and Chairwoman of the Audit Committee of both Eutelsat S.A. and Illiad S.A. Esther Gaide is a graduate of ESSEC and a chartered accountant. |
|
Main position held outside of FORVIA
Other positions and corporate offices in 2023 outside of FORVIA French listed companies
French unlisted companies
Other foreign listed companies No such corporate office. Foreign unlisted companies No such corporate office. Positions and corporate offices held within the last five years and which have expired
|
|
|
|
(*) Her position/mandate ended on April 18, 2023. |
|
|
Experience in an industrial company |
|
International experience |
|
Governance/management of large companies |
|
Banking/finance |
Penelope HERSCHER |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: July 15, 1960 |
|
Independent Board member |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
May 30, 2017 |
|
Number of FORVIA shares: 500 |
|
Date of expiry of corporate office: |
GM 2025 |
||||
Skills: |
|
Member of the Governance, Nominations and Sustainability Committee |
|||||
|
|||||||
|
|||||||
Penelope Herscher is Chairwoman of the Board of Directors of Lumentum Operations LLC. (previously JDSU) as well as its Governance Committee. She is also Chairwoman of the Board of a listed company named SGH (formerly Smart Global) for which she also serves on the Governance Committee, as well as of two unlisted companies: Delphix and Modern Health. From 1996 to 2015, Penelope Herscher was CEO and Chair of two Silicon Valley technology companies: Simplex which she took public in 2001 and subsequently sold to Cadence Design Systems and FirstRain which she sold in 2017. Penelope Herscher holds a Bachelor of Arts with honors and a Master of Arts in Mathematics from Cambridge University (England). |
|
Main position held outside of FORVIA
Other positions and corporate offices in 2023 outside of FORVIA French listed companies No such corporate office. French unlisted companies No such corporate office. Other foreign listed companies
Foreign unlisted companies
Positions and corporate offices held within the last five years and which have expired
|
|
Experience in an industrial company |
|
International experience |
|
Governance/management of large companies |
|
Specific knowledge of a geographic market |
Patrick KOLLER |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: January 2, 1959 |
|
Board Member |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
May 30, 2017 |
|
Number of FORVIA shares: 154,751 |
|
Date of expiry of corporate office: |
GM 2025 |
||||
Skills: |
|
|
|||||
|
|||||||
|
|||||||
Patrick Koller has been Chief Executive Officer of FORVIA since July 1, 2016. He has held various management positions with several major manufacturing groups (HELLA, Valeo, Rhodia). In 2006, he joined the Faurecia group (now FORVIA) as Executive Vice President of the Faurecia Automotive Seating Business group (now FORVIA Seating), a position he held until February 2, 2015. During this period, he held various offices within the Group subsidiaries. On February 2, 2015, he was appointed Deputy Chief Executive Officer in charge of operations, a position he held until June 30, 2016. He graduated from the École Supérieure des Sciences et Technologies de l’Ingénieur de Nancy (ESSTIN). |
|
Main position held within FORVIA
Main position held outside of FORVIA
Other positions and corporate offices in 2023 outside of FORVIA French listed companies
French unlisted companies No such corporate office. Other foreign listed companies
Foreign unlisted companies No such corporate office. Other
Positions and corporate offices (held within FORVIA group) in the last five years and which have expired -
|
|
Experience in FORVIA’s core businesses |
|
Experience in an industrial company |
|
International experience |
|
Automotive technologies |
|
Governance/management of large companies |
|
Specific knowledge of a geographic market |
|
Leadership and crisis management |
|
CSR |
|
Risk management |
|
Energy/electrification |
|
|
|
|
Valérie LANDON |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: August 17, 1962 |
|
Independent Board member |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
October 12, 2017 |
|
Number of FORVIA shares: 650 |
|
Date of expiry of corporate office: |
GM 2025 |
||||
Skills: |
|
Member of the Audit Committee |
|||||
|
|||||||
|
|||||||
Valérie Landon began her career in 1985 at Air France. In 1990, she joined Credit Suisse as an investment banker. Over the decades, she has held various responsibilities in various countries, in France, Japan and the United States; since 2021 she has been Chairwoman of Credit Suisse for France and Belgium. She is an engineering graduate from École Centrale de Paris. |
|
Main position held outside of FORVIA
Other positions and corporate offices in 2023 outside of FORVIA No such corporate office. Positions and corporate offices held within the last five years and which have expired
|
Jean-Bernard Lévy was a works engineer at the Angers Division of France Télécom in 1979, became responsible for managing executive managers and HR budgets at corporate head office in 1982, and then deputy to the head of the corporate HR department. In 1986, he was appointed Technical Advisor in the staff of Gérard Longuet, Minister for Postal Services and Telecommunications. From 1988 to 1993, Jean-Bernard Lévy managed the Communications Satellites business of Matra Espace, later becoming Matra Marconi Space. From 1993 to 1994, he was the Chief of Staff to Gérard Longuet, Minister of Industry, Postal Services, Telecommunications and Foreign Trade in the French Government. In 1995, he was appointed Chairman and Chief Executive Officer of Matra Communication. In 1998, he joined Oddo et Cie as Managing Director, then Managing Partner. In summer 2002, Jean-Bernard Lévy joined Vivendi. He served as its Chief Executive Officer until April 2005, and became Chairman of the Management Board and Chief Executive Officer in April 2005, until June 2012. From December 2012 to November 2014, he was Chairman and Chief Executive Officer of Thales group (defense and aerospace). Jean-Bernard Lévy was EDF's Chairman and Chief Executive Officer from November 2014 to November 2022. Jean-Bernard Lévy is a graduate of the École Polytechnique and of Télécom Paris Tech. |
|
Main position held outside of FORVIA
Other positions and corporate offices in 2023 outside of FORVIA French listed companies
French unlisted companies
Other foreign listed companies No such corporate office. Foreign unlisted companies No such corporate office. Other
Positions and corporate offices held within the last five years and which have expired
|
|
Experience in an industrial company |
|
International experience |
|
Governance/management of large companies |
|
Banking/finance |
Denis MERCIER |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: October 4, 1959 |
|
Independent Board member |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
May 28, 2019 |
|
Number of FORVIA shares: 1,157 |
|
Date of expiry of corporate office: |
GM 2027 |
||||
Skills: |
|
Chairman of the Compensation Committee |
|||||
|
|||||||
|
|||||||
Denis Mercier is Deputy Chief Executive Officer of Fives group, member of the Executive Committee. He has held different positions within the French Air Force and NATO. After having been Commandant of the French Flying School at Salon-de-Provence (France) from 2008 to 2010, he became principal private secretary of the French Minister of Defense from 2010 to 2012. Between 2012 and 2015, he held the position of Chief of Staff of the French Air Force and was promoted to the rank of General of the Air Force. From 2015 to September 2018, he held the position of Supreme Allied Commander of Transformation at NATO. He joined the Fives Group in October 2018 as Deputy Chief Executive Officer. Denis Mercier is an engineer from the École de l’Air (class of 1979). He is a Grand Officier of the Légion d’honneur and an Officier de l’ordre national du Mérite. |
|
Main position held outside of FORVIA
Other positions and corporate offices in 2023 outside of FORVIA French listed companies No such corporate office. French unlisted companies
Other foreign listed companies No such corporate office. Foreign unlisted companies
Other
Positions and corporate offices held within the last five years and which have expired
|
|||||
(*) Company in which only the bonds are listed. |
|
Experience in an industrial company |
|
International experience |
|
Data based technologies/digital |
|
Leadership and crisis management |
Nicolas PETER |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: April 1, 1962 |
|
Independent Board member |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
October 19, 2023 |
|
Number of FORVIA shares: 500 |
|
Date of expiry of corporate office: |
GM 2026 |
||||
Skills: |
|
Member of the Audit Committee |
|||||
|
|||||||
|
|||||||
Nicolas Peter worked for the BMW group in various positions for more than thirty years and was its Chief Financial Officer and member of the Board of Directors from 2017 to May 2023. He has been Chairman of the Board of Trustees of the BMW Foundation Herbert Quandt since 2020. Nicolas Peter is also a member of the German Governmental Commission for the German Corporate Governance Code (GCGC). Nicolas Peter studied law at the Ludwig-Maximilians University in Munich and obtained his doctorate in private international law in 1990. |
|
Main position held outside of FORVIA
Other positions and corporate offices in 2023 outside of FORVIA French listed companies No such corporate office. French unlisted companies No such corporate office. Other foreign listed companies
Foreign unlisted companies No such corporate office. Other
Positions and corporate offices held within the last five years and which have expired
|
|
Experience in FORVIA’s core businesses |
|
Experience in an industrial company |
|
International experience |
|
Automotive technologies |
|
Governance/management of large companies |
|
Specific knowledge of a geographic market |
|
Banking/finance |
|
Data based technologies/digital |
|
Leadership and crisis management |
|
CSR |
|
Risk management |
|
Energy/electrification |
PEUGEOT 1810 with Robert PEUGEOT as permanent representative |
|
|
|
---|---|---|---|
French société par actions simplifiée with a share capital of €1,531,905,966 |
|
Date of first appointment: |
May 31, 2021(*) |
Number of FORVIA shares held by Peugeot 1810: 6,110,494 |
|
Date of expiry of corporate office: |
GM 2025 |
Corporate office: 66 avenue Charles de Gaulle |
|
Member of the Governance, Nominations and Sustainability Committee |
|
Subsidiary of Peugeot Invest and Etablissements Peugeot Frères which purpose is to hold their historical participations in relation to the automotive sector. |
|
Main position held outside of FORVIA No other positions held. Other positions and corporate offices in 2023 outside of FORVIA No such corporate office. Positions and corporate offices held within the last five years and which have expired
|
|
(*) Robert PEUGEOT has been the permanent representative of Peugeot 1810 since May 31, 2021 (and was a Board member of FORVIA from May 29, 2007, to May 31, 2021). |
Robert PEUGEOT |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: April 25, 1950 |
|
Permanent representative of PEUGEOT 1810 |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
May 29, 2007 |
|
Number of FORVIA shares held by Robert Peugeot: 694 |
|
Date of expiry of corporate office: |
GM 2025 |
||||
Skills: |
|
|
|||||
|
|||||||
|
|||||||
Robert Peugeot is Chairman of the Board of Directors of Peugeot Invest. He has held various senior positions within the PSA group and was a member of its Executive Committee from 1998 to 2007, in charge of Innovation and Quality. He represented Peugeot Invest on the Peugeot S.A. Supervisory Board until the merger between Peugeot S.A. and Fiat Chrysler Automobiles; since then, within Stellantis, he has held the positions of Vice-President and Board member. After being the Chairman and Chief Executive Officer of Peugeot Invest from 2002 to 2020, he is now Chairman of the Board of Directors. Robert Peugeot is a graduate of the École Centrale de Paris and of INSEAD. He was made Chevalier de l’ordre national du Mérite (2000) and a Chevalier de la Légion d’honneur (2010) by the French Government. |
|
Main position held outside of FORVIA
Other positions and corporate offices in 2023 outside of FORVIA Other French listed companies
French unlisted companies
|
|
Other foreign listed companies
Foreign unlisted companies
Positions and corporate offices held within the last five years and which have expired
|
|
Experience in FORVIA’s core businesses |
|
Experience in an industrial company |
|
International experience |
|
Automotive technologies |
|
Governance/management of large companies |
|
Banking/finance |
|
Leadership and crisis management |
|
CSR |
|
Risk management |
|
Energy/electrification |
|
|
|
|
Emmanuel PIOCHE |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: December 4, 1965 |
|
Board member representing employees |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
November 1, 2017 |
|
Number of FORVIA shares: - (*) |
|
Date of expiry of corporate office: |
October 31, 2025 |
||||
Skills: |
|
Member of the Audit Committee |
|||||
|
|||||||
|
|||||||
Emmanuel Pioche has been Mission Head for R&D Frames at FORVIA (Brières-les-Scellés site, France) since July 2017. Previously, he was a prototype maker in the R&D trimlab at the same site. He joined the Group in 1995 as a qualified prototypes agent. He held various employee representation offices from 1999 to 2017. He holds the professional title of thin-sheet metal worker, holds an Aerospace TIG heavy and light metal welding license, obtained a G2 Baccalaureate (management), and a level III programmer analyst’s diploma. |
|
Main position held outside of FORVIA No other positions held. Other positions and corporate offices in 2023 outside of FORVIA No such corporate office. Positions and corporate offices held within FORVIA group in the last five years and which have expired - |
|||||
(*) Emmanuel Pioche participated in an employee shareholding plan carried out in 2021 and holds as such FCPE shares invested in FORVIA shares. |
|
Experience in FORVIA’s core businesses |
|
Experience in an industrial company |
|
Automotive technologies |
|
Leadership and crisis management |
Michel de ROSEN |
|
|
|||||
---|---|---|---|---|---|---|---|
|
Date of birth: February 18, 1951 |
|
Independent Board member |
||||
Nationality: |
|
|
|
|
Date of first appointment: |
May 27, 2016 |
|
Number of FORVIA shares: 12,565 |
|
Date of expiry of corporate office: |
GM 2024 |
||||
|
Chairman of the Board of Directors |
||||||
|
Date of appointment: |
May 30, 2017 |
|||||
Skills: |
|
Member of the Governance, Nominations and Sustainability Committee |
|||||
|
|||||||
|
|||||||
Michel de Rosen has been Chairman of the Board of Directors of FORVIA since May 30, 2017. He has successively held positions first as a senior public official and then as a senior executive in French and US companies. He was a member of the Inspectorate General of Finance (IGF), a division of the French Ministry of Finance. He was a policy officer in the office of the French Minister of Defense in 1980 and 1981 and served as Chief of Staff for the French Minister for Industry and Telecommunications from 1986 to 1988. Within the Rhône-Poulenc group, he served as Chief Executive Officer of Pharmuka from 1983 to 1986 and of Rhône-Poulenc Fibres et Polymères from 1988 to 1993, after which he was Chief Executive Officer and then Chairman and Chief Executive Officer of Rhône-Poulenc Rorer in the United States and in France and of Rhône-Poulenc Santé from 1993 to 1999. In 2000, Michel de Rosen was named Chairman and Chief Executive Officer of the US company ViroPharma. In 2008, he became Chairman and Chief Executive Officer of SGD. He joined Eutelsat in 2009 as Chief Executive Officer, then as Chief Executive Officer and Chairman of the Board of Directors, then as Chairman of the Board of Directors, until November 2017. He is a graduate of the École des Hautes Études Commerciales (HEC) and the École Nationale d’Administration (ENA). |
|
Main position held outside of FORVIA
Other positions and corporate offices in 2023 outside of FORVIA French listed companies
French unlisted companies No such corporate office. Other foreign listed companies No such corporate office. Foreign unlisted companies No such corporate office. Positions and corporate offices held within the last five years and which have expired
|
|
Experience in an industrial company |
|
International experience |
|
Governance/management of large companies |
|
Specific knowledge of a geographic market |
3.1.2.3.Changes in the composition of the Board of Directors and the Specialized Committees
During the past fiscal year and up to the date of publication of this Universal Registration Document, the following changes occurred in the composition of the Board of Directors and the Specialized Committees (permanent):
|
Departure |
Appointment |
Reappointment |
---|---|---|---|
Board of Directors |
Jürgen BEHREND (July 13, 2023) Peter MERTENS (GM of May 30, 2023) Yan MEI (GM of May 30, 2023) |
Nicolas PETER (BoD Meeting of October 19, 2023(1)) |
Denis MERCIER (GM of May 30, 2023) |
Compensation Committee |
Peter MERTENS (GM of May 30, 2023) |
Michael BOLLE (BoD Meeting of April 14, 2023(2)) |
Denis MERCIER (BoD Meeting of April 14, 2023(3)) |
Governance, Nominations and Sustainability Committee |
N/A |
Peugeot 1810 (represented by Robert PEUGEOT) (BoD of December 14, 2023) |
N/A |
Audit Committee |
Peugeot 1810 (represented by Robert PEUGEOT) (BoD of December 14, 2023) |
Esther GAIDE (BoD Meeting of April 14, 2023(4)) Judy CURRAN (BoD of December 14, 2023) Nicolas PETER (BoD of December 14,2023)
|
N/A |
|
3.1.2.4.Governance structure and shareholder dialog
Separation of the positions of the Chairman of the Board of Directors and the Chief Executive Officer
In the context of a major change in its governance, since July 1, 2016, the positions of Chairman of the Board of Directors and Chief Executive Officer have been separated within the Company. The Board of Directors then reiterated, when the Chairman of the Board of Directors was reappointed with effect from June 26, 2020, that the best way to ensure the efficiency, balance, stability and visibility of governance was to maintain the current governance and collaboration between the Chairman of the Board of Directors and the Chief Executive Officer. The separation of duties remains in effect on the date of this Universal Registration Document.
Chairman of the Board of Directors
Michel de Rosen has been Chairman of the Board of Directors since May 30, 2017. His term of office as Chairman of the Board of Directors, which expired after the General Meeting of June 26, 2020, was renewed for a period of four years and will expire at the end of the General Meeting called to approve the financial statements for the fiscal year ended December 31, 2023.
Role of the Chairman of the Board of Directors
The role of Chairman of the Board of Directors is defined in the internal rules of the Board of Directors, which are available on the governance page of the Company’s website (www.forvia.com).
According to the internal rules, the Chairman of the Board of Directors organizes and directs the work of the Board of Directors and ensures the effective operation of the Board of Directors and its committees, in accordance with good governance principles.
- ■promote the highest standards of integrity, probity and corporate governance across the Group, particularly at Board level, thus ensuring the effectiveness thereof;
- ■manage the relations between Board members and the Chairs of the committees and, in this respect:
- ■promote effective working relations and open communication, and foster an environment that enables constructive discussions and the sharing of information between members of the Board of Directors and the Chief Executive Officer, during and outside meetings,
- ■lead and govern the Board so as to create the conditions required for the overall effectiveness of the Board of Directors and its members, and ensure that all key and relevant issues are adequately prepared and discussed by the Board of Directors and the various committees in a timely fashion,
- ■schedule and set the agenda of the Board meetings, in consultation with the Chief Executive Officer and the Secretary of the Board, to take full account of the Group’s major challenges and issues raised by Board members, and ensure that sufficient time is devoted to thoroughly discuss significant and strategic matters,
- ■address any conflicts of interest,
- ■conduct, with the assistance of the Governance, Nominations and Sustainability Committee, assessments of the Board of Directors, searches for new Board members and their induction program;
- ■organize, with the Chief Executive Officer and the Chairs of the various committees, the preparation and chairing of General Meetings, oversee relations and ensure effective communication with shareholders;
- ■manage relations with the Chief Executive Officer:
- ■act as a competent advisor for the Chief Executive Officer on all issues regarding the interests and management of the Company,
- ■ensure that the strategies and policies adopted by the Board are effectively implemented by the Chief Executive Officer; without prejudice to the prerogatives of the Board of Directors and its committees, the Chairman is regularly informed by the Chief Executive Officer about significant events concerning the Company’s strategy, in line with the objectives set by the Board of Directors, as well as about major external growth projects, significant financial transactions, societal actions, or appointments of Business Group managers and other key positions within the Company. The Chairman receives from the Chief Executive Officer all information necessary to coordinate the work of the Board of Directors and its committees;
- ■coordinate or conduct specific projects. In particular, at the request of the Chief Executive Officer, the Chairman may represent the Company before stakeholders, public authorities, financial institutions, major shareholders and/or key business partners.
In 2023, Michel de Rosen coordinated the work of the Board of Directors in accordance with the bylaws and the internal rules and prioritized the introduction of practices to improve the way in which the Board operates. He took an active role in the following:
- ■reviewing developments in governance related issues in order to take into account legislative and regulatory changes;
- ■managing the internal assessment of the Board of Directors with respect to the 2022 fiscal year and developing the procedure put in place for the internal assessment of the Board of Directors with respect to the 2023 fiscal year;
- ■shareholder dialog (see below in the subsection dedicated to this topic);
- ■committee work and reviews and attendance at certain committee meetings;
- ■recruitment process for new Board members and, in general, reflections on the evolution of the Board of Directors and its composition, particularly with regard to the Group’s strategic operations and the consequences for governance;
- ■monitoring of the Group’s operations/strategic issues with the Chief Executive Officer, in particular the integration of HELLA and the implementation of the Group’s CSR approach.
Chief Executive Officer (CEO)
Patrick Koller has been Chief Executive Officer of the Company since July 1, 2016. He was appointed for an unlimited term. He has also been a member of the Company’s Board since May 30, 2017.
Role of the Chief Executive Officer
The Chief Executive Officer is vested with the widest possible powers to act under all circumstances in the name of the Company. He exercises these powers within the limits imposed by the corporate purpose and subject to those explicitly attributed by law to General Meetings of shareholders and to the Board of Directors.
He represents the Company in relations with third parties. The Company even remains bound by actions taken by the Chief Executive Officer that are not within the scope of the corporate purpose, unless the Company establishes that the third party was aware that the action in question exceeded this scope or could not have been unaware of the fact given the circumstances, the simple publication of the bylaws not being sufficient proof.
The internal rules of the Board of Directors provide for limitations on the powers of the Chief Executive Officer. The Chief Executive Officer must therefore obtain approval from the Board of Directors before carrying out any acquisition, disposal, or joint venture project representing a total asset value of over €100 million and/or with sales in excess of €300 million. These internal rules also state that any material transaction which is not integrated in the Company’s current strategy plan will be submitted to the prior approval of the Board of Directors.
Shareholder dialog
The Group attaches particular importance to shareholder dialog, and has set up a specific structure based on three main areas, to respond to the questions, concerns and queries of shareholders (both institutional investors and individual shareholders), asset managers and voting advisory agencies:
- ■dialog on financial performance and strategy: the Chief Financial Officer and his teams, under the responsibility of the Chief Executive Officer, issue communications on the performance of the past quarter or half at the end of each quarter, followed by telephone meetings or a meeting with analysts and investors. In addition to these regular events, throughout the year FORVIA encourages meetings between its Executive Management and financial market participants, at conferences and meetings (“financial roadshows”) in France and abroad, in the form of individual or Group meetings. Finally, the Group organizes each year an investors day (Capital Markets Day) to present the Group’s medium-term strategic vision, with the possibility to focus more specifically this day on specific topics. The latest investors day was held on November 3, 2022. For more information on FORVIA’s relations with the financial community, please refer to Chapter 5 “Capital stock and shareholding structure”, Section 5.5 “Relations with the financial community”;
- ■dialog on non-financial performance: the Sustainable Development and Carbon Neutrality teams meet and exchange views with investors or non-financial rating agencies on the Group’s CSR approach, based on the Group’s six convictions, and on specific action plans for the planet, the Group’s businesses and employees. The implementation of the Group’s approach, combined with dialog with non-financial rating agencies, made it possible to improve the Group’s non-financial rating by MSCI during the 2023 fiscal year. These CSR subjects may also be dealt with during governance roadshows, in the presence of the Chairman of the Board of Directors (see below);
- ■dialog on governance: the Chairman of the Board of Directors has discussions with the main institutional investors on governance issues. This dialog was strengthened in 2022 with the acquisition of control of HELLA. In addition to these discussions, the Secretary of the Board of Directors and the legal teams hold meetings with the main institutional investors and the main voting advisory agencies prior to General Meetings, primarily to explain the resolutions that will be proposed to the General Meeting (these are known as “governance roadshows”). These meetings, in which the Chairman of the Board of Directors frequently participates, are distinct from the financial roadshows and also provide an opportunity to discuss governance, compensation, CSR and strategy. In 2023, discussions mainly focused on (i) the implementation of the POWER25 plan, which is the Group’s medium-term strategic plan aimed at generating profitable growth, strengthening cash generation and accelerating the Group’s deleveraging, (ii) changes in the Group’s governance and (iii) the compensation of the Chief Executive Officer.
3.1.2.5.Diversity policy within the Board of Directors
Principles
The Group’s Board members come from a wide range of backgrounds and contribute a range of diverse but complementary skills to the Board of Directors. This wealth of diversity can also be found across the Board in terms of gender balance, range of nationalities and culture.
The Board of Directors, with the assistance of the Governance, Nominations and Sustainability Committee, ensures that a diversity policy is implemented within the Board, in accordance with the applicable regulations and the AFEP-MEDEF Code.
The purpose of the diversity policy put in place within the Board of Directors is to ensure in particular:
- ■a rate of Board member independence which is at least in line with the recommendations made in the AFEP-MEDEF Code;
- ■gender balance within the Board of Directors, with a ratio at least in line with the applicable law (at least 40%);
- ■employee representation on the Board of Directors, with a number of Board members representing employees at least in accordance with the applicable legal provisions;
- ■the need for Board members to have the necessary expertise and experience to carry out their duties successfully in line with the strategy and interests of the Group (regions, activities, etc.);
- ■the complementary nature of the skills required for the work of the Board of Directors;
- ■international diversity so as to reflect the Group’s global footprint;
- ■the respect of the bylaws' provisions in terms of age limit.
In order to evaluate the skills and profiles required for the membership of the Board of Directors, the Governance, Nominations and Sustainability Committee refers to a skills matrix (see below) and to the principles set out above, seeking the most appropriate size of the Board of Directors.
Implementation and results of the diversity policy within FORVIA's Board of Directors
|
Experience in FORVIA’s core businesses |
|
Banking/finance |
|
Experience in an industrial company |
|
Data based technologies/digital |
|
International experience |
|
Leadership and crisis management |
|
Automotive technologies |
|
CSR |
|
Governance/management of large companies |
|
Risk management |
|
Specific knowledge of a geographic market |
|
Energy/electrification |
Independence
At December 31, 2023, the Board of Directors had ten independent Board members, representing 83% of its membership. This percentage is calculated excluding the directors representing employees, who are not taken into account for this calculation in accordance with the recommendations of the AFEP-MEDEF Code.
This percentage of independents is significantly higher than the one recommended by the AFEP-MEDEF Code (50%).
For more information on the independence analysis, please refer to Section 3.1.2.6. "Independence of members of the Board of Directors".
Balanced representation of men and women
At December 31, 2023, the Board of Directors had five women members, representing 42% of its membership. This percentage is calculated excluding the Board members representing employees, who are not taken into account for this calculation in accordance with the applicable legal provisions.
This percentage is higher than that the one set by Article L. 22-10-3 of the French Commercial Code (40%).
Employee representation
At December 31, 2023, the Board of Directors had two Board members representing employees, in accordance with Article L. 225-27-1 of the French Commercial Code.
The Board members representing employees mainly contribute to the Board of Directors through their in-depth knowledge of the Group and of the operational aspects of its businesses.
International diversity
At December 31, 2023, the Board of Directors had five different nationalities (German, American (United States), British, French and Portuguese).
Age and seniority
At December 31, 2023, the Board members were aged between 53 and 74 years, with an average age of 64 years. At that date, two Board members and the permanent representative of one Board member were over 70 years old. The average length of service on the Board of Directors is four years(1), ranging between four months and eight years
The composition of the Board of Directors complies with the legal and statutory rules applicable to age limits.
Changes in the composition of the Board of Directors
On the recommendation of the Governance, Nominations and Sustainability Committee and the Board of Directors, the General Meeting of May 30, 2023, appointed Esther Gaide as independent board member, for a term of four years, to replace Yan Mai whose term of office expired at the end of this General Meeting and who did not wish to be reappointed. Her long experience and expertise in the field of auditing and finance will strengthen the Board’s competence in this area as well as its diversity and independence.
Jürgen Behrend, Board member appointed on the proposal of the Hueck & Roepke family pool, resigned for personal reasons on July 13, 2023, with immediate effect. On the proposal of the Governance, Nominations and Sustainability Committee, the Board of Directors' meetings of October 18 and 19, 2023 co-opted, with immediate effect and subject to ratification by the Company's next General Meeting, Nicolas Peter, proposed by the Hueck & Roepke family pool, as a new independent board member, for the duration of its predecessor’s term of office, i.e. at the end of the General Meeting to be held to approve the financial statements for the fiscal year ending December 31, 2026. Nicolas Peter has worked for more than 30 years in the BMW Group, where he was Chief Financial Officer and member of the Management Committee from 2017 to 2023. He brings to the Board of Directors his extensive experience and expertise in the automotive sector.
3.1.2.6.Independence of members of the Board of Directors
In accordance with the AFEP-MEDEF Code, the Board of Directors, further to a recommendation from the Governance, Nominations and Sustainability Committee, examines the independence of each of its members at least once a year and whenever a new Board member is appointed.
The AFEP-MEDEF Code states that a Board member is independent when they have no relation of any kind whatsoever with the Company, its Group or its Management which might compromise the exercise of their free judgment.
In order to analyze the independence of its members, the Board of Directors applies the criteria provided for in the AFEP-MEDEF Code, as reflected in the internal rules of the Board of Directors, as follows:
- ■not be an employee or executive corporate officer of the Company; an employee, executive corporate officer or Board member of a company consolidated thereby; an employee, executive corporate officer or Board member of the parent company or of any company consolidated by this parent company, and, in each of the cases in question, has not been in the past five years (Criterion 1);
- ■not be an executive corporate officer of a company in which the Company directly or indirectly holds a corporate office as Board member or in which an employee appointed as such or an executive corporate officer of the Company (currently or who has held such an office less than five years ago) holds the corporate office of Board member (Criterion 2);
- ■not be a material client, supplier, corporate banker, investment banker, consultant of (i) the Company or its group with a significant importance; or (ii) for which the Company or its group represents a significant part of its business. This criterion is examined on the basis of a multi-criteria approach (Criterion 3);
- ■not have close family ties with a corporate officer (Criterion 4);
- ■not have been the Company’s Statutory Auditor in the past five years (Criterion 5);
- ■not have been a Company Board member for more than 12 years (Criterion 6).
The Chairman of the Board of Directors may not be considered as independent if he receives variable compensation or compensation in shares or any compensation linked to the performance of the Company or of the FORVIA group (Criterion 7).
Board members representing significant shareholders of the Company or of its parent company may be considered as independent when these shareholders are not involved in the control of the Company. However, beyond a threshold of 10% of the share capital or voting rights, the Board, further to a report by the Governance, Nominations and Sustainability Committee, systematically questions independence, taking into account the composition of the Company’s share capital and the existence of any potential conflicts of interest (Criterion 8).
At its meeting of February 16, 2024, on the recommendation of the Governance, Nominations and Sustainability Committee, the Board of Directors reviewed the status of each of the Board members in office on December 31, 2023, with regard to the criteria set out above.
It is specified that the criterion of business relationship was examined using a multi-criteria approach including a quantitative and qualitative analysis intended to assess the significance thereof. The analysis includes a review of the relationships, contracts, and partnerships existing between FORVIA and the company or group in which the Board member holds an executive function or corporate office. This review was carried out with the Group’s departments responsible for purchasing, sales, R&D, M&A and finance, and also on the basis of a specific questionnaire addressed to Board members including a section on conflicts of interest.
It would appear, from a quantitative point of view, that if the FORVIA group could purchase products and take advantage of services from companies or groups in which certain of its Board members, who may potentially be considered independent, held roles during the 2023 fiscal year, the amounts paid were determined under ordinary and normal conditions and did not represent significant amounts for these groups/companies on the one hand, and for the FORVIA group on the other hand.
These quantitative elements are therefore not likely to call into question the independence of the Board members concerned.
In the context of this analysis, the Board of Directors examined from a qualitative point of view the nature and intensity of the business relationship (potential economic dependence and exclusivity, distribution of negotiating power) as well as the organization of the relationship (position of the relevant Board member within the contracting group, direct or indirect decision-making powers or influence on the business relationship, level on which decisions are made within the Group, and shareholding structure).
The Board of Directors, on the recommendation of the Governance, Nominations and Sustainability Committee, considered that ten of the Board members in office on February 16, 2024 are independent: Michel de Rosen, Michael Bolle, Judy Curran, Odile Desforges, Esther Gaide, Penelope Herscher, Valérie Landon, Jean-Bernard Lévy, Denis Mercier and Nicolas Peter, i.e. a rate of 83% (excluding Board members representing employees in accordance with the AFEP-MEDEF Code), which is significantly higher than the percentage set by the AFEP-MEDEF Code (50%).
- ■none of the above-mentioned independent Board members have any significant business relationship with the Group;
- ■if a conflict of interest were to arise, the rules for managing such conflicts provided for in the internal rules would apply (for details of these rules, see Section 3.1.3.1. “Organization of the Board of Directors”, paragraph “Board members’ obligations” below).
The results of the independence review of the Board members in office as of February 16, 2024, are set out in the summary table below:
Criteria |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Criterion 1: employee and corporate officer over the course of the previous five years |
✔ |
✔ |
✔ |
✔ |
✔ |
✘ |
✔ |
✔ |
✔ |
✔ |
✘ |
✔ |
- |
- |
Criterion 2: cross-directorships |
✔ |
✔ |
✔ |
✔ |
✔ |
✘(2) |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
- |
- |
Criterion 3: significant business relationship |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✘ |
✔ |
- |
- |
Criterion 4: family relationship |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
- |
- |
Criterion 5: statutory auditor |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
- |
- |
Criterion 6: term of office more than 12 years |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✘(3) |
✔ |
- |
- |
Criterion 7: status of executive and non-executive corporate officer |
✔ |
- |
- |
✔ |
- |
- |
- |
- |
- |
✔ |
- |
✔ |
- |
- |
Criterion 8: major shareholder status |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
- |
- |
Independence of the Board member |
Yes |
Yes |
Yes |
Yes |
Yes |
No |
Yes |
Yes |
Yes |
Yes |
No |
Yes |
- |
- |
✔ means independence criterion met. ✘ means independence criterion not met.
|
3.1.3.Organization and functioning of the Board of Directors
The functioning of the Board of Directors is governed by the laws and regulations and by internal provisions, i.e., the bylaws and internal rules of the Board of Directors, most recently modified on October 19, 2023.
- ■determine the mission of the Board and that of its committees;
- ■describe the role of the Chairman, the Chief Executive Officer and the Secretary of the Board;
- ■detail the rules and procedures for the Board’s operation and the rights and duties of its members.
3.1.3.1.Organization of the Board of Directors
Onboarding of new members and training
The Board of Directors pays particular attention to the onboarding of new Board members. To provide the Board members with optimal conditions for the performance of their corporate office, an induction program has been put in place to present the Group, regarding organizational, functional, and governance matters. In particular, this program includes an operational section aimed at providing an understanding of the Group’s business and products via visits to sites and plants in various parts of the world. These visits are completed by meetings with members of the Executive Committee, during which the organization of the Group, its business, and the challenges it faces are presented. The program also includes training provided by the Secretary of the Board of Directors on subjects related to the governance of listed companies, and more specifically on FORVIA’s governance.
When appointed or at any time during their term of corporate office, Board members may also take advantage, if they consider it necessary, of additional training on specific aspects relating to the Group, its core businesses and business sector, and the challenges in terms of social and environmental responsibility.
The Board members representing employees also benefit from a training system adapted to the exercise of their corporate office representing at least 40 hours per year, the precise content of which is agreed with the Chairman of the Board of Directors.
Number of meetings and duration
The internal rules state that the Board of Directors must meet at least four times per year, as provided by the bylaws, to discuss the agenda items listed by the Chairman. The Board of Directors meets at least once per year without the Chief Executive Officer in attendance to assess the performance of the said officer and discuss governance issues (executive session).
In practice, executive sessions are held at the beginning of each regular Board of Directors meeting with all Board members present (including the Board members representing employees), with the exception of the Chief Executive Officer (also a Board member) and any members of the management team.
Sufficient time must be devoted during each Board meeting to usefully and thoroughly discuss the agenda items.
Information
The Chairman, assisted by the Secretary of the Board of Directors, is responsible for communicating the information and documents required for the Board meetings to the Board members in a timely manner. Outside their meetings, Board members receive from the Chairman important or urgent information relevant to the Company and the Group. They also receive press releases distributed by the Company.
Any additional information or document requested by a Board member is automatically communicated to all other Board members.
Such information and documents may be provided during a Board meeting should privacy or timeliness considerations so require.
Representation
In accordance with the law, a Board member may specifically designate another Board member to represent him/her at Board meetings.
The internal rules also state that attendance at Board meetings is also possible via videoconferencing or other means of telecommunication, in particular to allow for the actual participation of Board members who are unable to attend meetings in person. Board members using these methods are considered present for the purpose of the calculation of the quorum and the majority.
The foregoing provisions relating to representation by means of videoconferencing or telecommunication are not applicable for the adoption of decisions relating to the preparation of the annual parent company financial statement and consolidated financial statements as well as the management report of the Company and the Group.
Quorum and majority
The Board of Directors validly deliberates if at least half of its members attend the Meeting (in person or by videoconferencing or any other means of telecommunication) or is represented.
Decisions are adopted on the basis of a majority of those members in attendance (or deemed to be in attendance, as in the case of the use of videoconferencing or other means of telecommunication) or represented. In case of a tie, the Chairman of the Meeting has a casting vote.
Board members’ obligations
The internal rules impose certain obligations on members of the Board with the aim to mainly ensure that they are familiar with the provisions that apply to them, avoid conflicts of interest, guarantee that they devote the time and attention needed to perform their duties and that they comply with the rules that apply to holding several corporate offices as well as related-party agreements.
To properly manage conflicts of interest, each Board member must inform the Board of Directors of any temporary, even if it is only potential, conflicts of interest and abstain from voting in the corresponding deliberation and attending the Board’s meetings for the period during which the said Board member has a conflict of interest, or even resign from the position as a Board member. If these rules calling for the Board member to abstain or even withdraw are not followed, the said Board member could be held liable. In case of conflict of interest, the Board member concerned will not receive documentation relating to the Board meeting(s) in question.
Regarding information, Board members must request information that they believe is necessary to fulfill their assignments and to allow them to make informed decisions on the topics covered by the Board of Directors. Concerning non-public information obtained during the course of their work, they must act as though they are bound to a confidentiality obligation, which goes beyond the mere duty of discretion provided for by law, and not share this information with a third party outside the Board of Directors. In addition, European Regulation 2157/2001 on European Companies stipulates that even after the termination of their duties, Board members are required not to disclose any information they have about the Company, the disclosure of which could be prejudicial to the Company’s interests, except in cases where such disclosure is required or permitted by the provisions of national law.
The internal rules also stipulate that Board members must act in the Company’s best interest and participate in Board of Directors’ meetings as well as the committee on which the Board member sits.
Finally, these obligations relate to the holding of a minimum number of Company shares (this obligation does not apply to Board members representing employees), their holding method and compliance with the rules applicable to securities transactions and shareholding (see Section 3.5 “Shareholding by corporate officers and transactions in the Company’s securities” of this Universal Registration Document).
Specialized Committees
To optimize its discussions, the Board of Directors set up Specialized Committees which have a purely internal role in preparing some of the Board’s deliberations. They issue proposals, opinions and recommendations within their field of competence. Each Specialized Committee has its own internal rules approved by the Board of Directors which sets its composition, membership rules and operating procedures, and specific roles.
The committees report on their work to the Board of Directors after each meeting and perform a self-assessment of their activities on an annual basis.
As of the date of this Universal Registration Document, the Board of Directors has three permanent Specialized Committees:
- ■the Audit Committee;
- ■the Governance, Nominations and Sustainability Committee;
- ■the Compensation Committee.
3.1.3.2.Number of meetings of the Board of Directors and of the Specialized Committees and attendance rates
The Board of Directors met seven times during the fiscal year ended December 31, 2023. Attendance at these meetings, by Board members and overall, is indicated in the table below.
In addition, five executive sessions (sessions without the presence of the management team including the Chief Executive Officer) were held in 2023.
The Audit Committee met five times, the Governance, Nominations and Sustainability Committee met six times and the Compensation Committee met five times in 2023, i.e., a total of 16 meetings.
The intervals and frequency of the meetings of the Board of Directors and Specialized (permanent and temporary) Committees allow for the submitted topics to be thoroughly discussed and examined.
The table below indicates, for each Board member, attendance during the 2023 fiscal year at meetings of the Board of Directors and of any Specialized Committees of which they are a member.
|
Attendance at Board meetings |
Attendance at meetings of the Audit Committee |
Attendance at meetings of the Governance, Nominations and Sustainability Committee |
Attendance at meetings of the Compensation Committee |
---|---|---|---|---|
Michel de ROSEN |
100% |
n/a |
100% |
n/a |
Jürgen BEHREND |
100% |
n/a |
n/a |
n/a |
Daniel BERNARDINO |
100% |
n/a |
n/a |
100% |
Michael BOLLE |
80% |
n/a |
n/a |
100% |
Judy CURRAN |
100% |
n/a |
n/a |
n/a |
Odile DESFORGES |
100% |
100% |
n/a |
n/a |
Esther GAIDE |
100% |
100% |
n/a |
n/a |
Penelope HERSCHER |
100% |
n/a |
100% |
n/a |
Patrick KOLLER |
100% |
n/a |
n/a |
n/a |
Valérie LANDON |
100% |
100% |
n/a |
n/a |
Jean-Bernard LÉVY |
100% |
n/a |
100% |
n/a |
Yan MEI |
100% |
n/a |
n/a |
n/a |
Denis MERCIER |
100% |
n/a |
n/a |
100% |
Peter MERTENS |
100% |
n/a |
n/a |
100% |
PEUGEOT 1810 / Robert PEUGEOT |
100% |
80% |
n/a |
n/a |
Nicolas PETER |
100% |
n/a |
n/a |
n/a |
Emmanuel PIOCHE |
100% |
100% |
n/a |
n/a |
Total |
98(1)% |
96% |
100% |
100% |
n/a: not applicable.
|
3.1.3.3.Roles and responsibilities of the Board of Directors and report on its business
The Board of Directors is a collective body that determines FORVIA’s business strategy and oversees its implementation, in accordance with the corporate purpose, taking the social and environmental challenges created by its business into consideration. Subject to the powers explicitly attributed to shareholder’s meetings and within the limits of the business purpose, the Board considers any questions affecting the proper operation of the Company, and Board decisions settle matters concerning it. It is consulted on all Company and Group strategic decisions at the Chairman's initiative.
The main missions of the Board of Directors described in the internal rules, as well as the main points of its 2023 Activity report, are described in the table below. The activity of the Board of Directors in 2023 was strongly marked, on the one hand, by the refinancing of HELLA as well as the monitoring of governance and synergies, and on the other hand, by the consequences generated by macroeconomic events and their impact on the automotive sector (notably inflation and the war in Ukraine).
Topics |
Missions |
2023 Activity report |
---|---|---|
General/Strategy |
|
|
Financial statements and relations with Statutory Auditors |
|
|
Budget and planning |
|
|
Financial position, financing and security issues |
|
|
Internal control and risk management |
|
|
Compensation |
|
|
Governance |
|
|
General Meeting |
|
|
Other points |
|
3.1.4.Specialized Committees of the Board of Directors
The Board of Directors has decided to set up three Specialized (permanent) Committees: the Audit Committee, the Governance, Nominations and Sustainability Committee and the Compensation Committee.
Each Committee has internal rules which define its composition, tasks and detailed operating methods. These internal rules are available on the governance page of the Company’s website (www.forvia.com).
The Committees study and prepare some of the Board’s deliberations. They issue proposals, opinions and recommendations within their field of competence. The committees have an advisory role only and act under the authority of the Board of Directors, to which they report whenever necessary and for which they cannot serve as a substitute.
The composition of the Committees is decided by the Board, and it can change the composition at any time. The term of office of committee members is the same as that of their term of office as Board members. The Committee member’s term of office may be renewed at the same time as their term of office as Board member.
Each Committee is chaired by a Board member appointed to the Committee by the Board of Directors, it being specified that only independent Board members may chair the Compensation Committee and the Governance, Nominations and Sustainability Committee. It is specified that the appointment or reappointment of the Chairman of the Audit Committee, proposed by the Governance, Nominations and Sustainability Committee, is subject to special review by the Board of Directors.
The Committees may also call on external experts, as necessary, ensuring that they have the necessary skills and independence.
The Board of Directors may also set up ad hoc committees in charge of preparing the Board’s work on certain specific subjects. For example, an ad hoc committee is responsible for the succession of the Chairman of the Board of Directors.
The composition and key figures of the Specialized Committees at December 31, 2023 (unless otherwise indicated), are as follows:
|
Audit Committee 5 members
Note By decision of the Board of Directors dated December 14, 2023:
Key figures 5 meetings |
|
|
Governance, Nominations 3 members
Note: Robert Peugeot, permanent representative of Peugeot 1810, Board member, joined the Governance, Nominations and Sustainability Committee as of February 13, 2024.
Key figures 6 meetings |
---|---|---|---|---|
|
Compensation Committee 3 members 100% independent(1)
Key figures 5 meetings |
|
|
|
(C) Chairman/Chairwoman. |
3.1.4.1.The Audit Committee
3.1.4.1.1. COMPOSITION OF THE AUDIT COMMITTEE
The Committee is composed of at least three members and no more than five members and at least two thirds of its members must be independent Board members. The Committee may only be composed of members of the Company's Board of Directors who are not executives. It must also not include Board members with cross-directorships (within the meaning of Article 15.1 of the AFEP-MEDEF Code).
- ■Odile Desforges, independent Board member, Chairwoman;
- ■Esther Gaide, independent Board member;
- ■Valérie Landon, independent Board member;
- ■Robert Peugeot, as permanent representative of Peugeot 1810, Board member;
- ■Emmanuel Pioche, Board member representing employees.
The composition of the Audit Committee was changed by deliberation of the Board of Directors dated December 14, 2023, with effect at the date of the first Audit Committee on February 14, 2024. Since this date, the Audit Committee is composed of the following six(2) members:
- ■Odile Desforges, independent Board member, Chairwoman;
- ■Judy Curran, Independent Board member;
- ■Esther Gaide, independent Board member;
- ■Valérie Landon, independent Board member;
- ■Nicolas Peter, independent Board member;
- ■Emmanuel Pioche, Board member representing employees.
All Board members appointed by the General Meeting who are members of the Audit Committee have expertise in financial and accounting matters, as can be seen from the biographies in section 3.1.2.2. "Board members’ expertise, positions and corporate offices as of the date of this Universal Registration Document".
The composition of the Audit Committee, as described above, complies with the two-thirds threshold of independence recommended by the AFEP-MEDEF Code as reflected in the Committee’s internal rules.
3.1.4.1.2. Missions and Activity report of the Audit Committee in 2023
In 2023, the Audit Committee met five times with an average attendance rate of 96% (see section 3.1.3.2. “Number of meetings of the Board of Directors and of the Specialized Committees and attendance rates” (which presents the attendance rate of each member of the Audit Committee at the meetings of this Committee). The Statutory Auditors were present and, where applicable, heard at five of these meetings.
The Audit Committee’s duties are described in full in its internal rules. The table below describes the main tasks assigned to the Committee, as well as the main points of its 2023 Activity report:
Topics |
Missions |
2023 Activity report |
---|---|---|
Audit of financial statements |
|
|
Relationship with Statutory Auditors |
|
|
Internal control and risk management |
|
|
Budget and planning |
|
|
Financial position, financing and security issues |
|
|
Other |
|
3.1.4.2.Governance, Nominations and Sustainability Committee
3.1.4.2.1. Composition of the Governance, Nominations and Sustainability Committee
The Committee is composed of at least three members and no more than five members. Members are selected from among the Board members. The Committee should not include any executive corporate officer or Board members with cross-directorships (within the meaning of Article 15.1 of the AFEP-MEDEF Code) and must have a majority of independent Board members, including the Board’s Chairman.
At December 31, 2023, the Governance, Nominations and Sustainability Committee was composed of the following three members:
- ■Jean-Bernard Lévy, independent Board member, Chairman;
- ■Penelope Herscher, independent Board member;
- ■Michel de Rosen, independent Board member.
As the Committee is comprised of three independent Board members, including its Chairman, its composition is compliant with the AFEP-MEDEF Code.
The composition of the Governance, Nominations and Sustainability Committee was changed by deliberation of the Board of Directors dated Decembre 14, 2023, with effect at the date of the first Governance, Nominations and Sustainability Committee on February 13, 2024. Since this date, the Governance, Nominations and Sustainability Committee is composed of the following four members:
- ■Jean-Bernard Lévy, independent Board member, Chairman;
- ■Penelope Herscher, independent Board member;
- ■Robert Peugeot, as permanent representative of Peugeot 1810, Board member;
- ■Michel de Rosen, independent Board member.
As the Committee is comprised of three independent Board members, including its Chairman, its composition remains compliant with the AFEP-MEDEF Code.
3.1.4.2.2. MISSIONS AND ACTIVITY REPORT OF THE COMMITTEE IN 2023
In 2023, the Committee met six times with an attendance rate of 100% (see section 3.1.3.2. “Number of meetings of the Board of Directors and of the Specialized Committees and attendance rates” (which presents the attendance rate of each Committee member at its meetings).
The duties assigned to the Governance, Nominations and Sustainability Committee are fully described in its internal rules. The table below describes the tasks assigned to the Committee, as well as the main points of its 2023 Activity report:
Topics |
Missions |
2023 Activity report |
---|---|---|
Governance structure |
|
|
Selection, nomination, and succession of executive and non-executive corporate officers and Board members/Selection and succession of members of the Executive Committee |
|
|
Ethics and compliance |
|
|
Social and environmental responsibility (CSR) |
|
|
Other |
|
3.1.4.3.The Compensation Committee
3.1.4.3.1. Composition of the Compensation Committee
The Committee is composed of at least three members and no more than five members. Members are selected from among the Board members. The Committee should not include any executive corporate officer or Board members with cross-directorships (within the meaning of Article 15.1 of the AFEP-MEDEF Code) and must have a majority of independent Board members, including the Board’s Chairman.
- ■Denis Mercier, independent Board member, Chairman;
- ■Daniel Bernardino, Board member representing employees;
- ■Michael Bolle, independent Board member.
As the Committee is comprised of two independent Board members, including the Chairman, and a Board member representing employees, its composition is compliant with the AFEP-MEDEF Code.
3.1.4.3.2. Missions and Activity report of the Compensation Committee in 2023
In 2023, the Compensation Committee met five times with an attendance rate of 100% (see section 3.1.3.2. “Number of meetings of the Board of Directors and of the Specialized Committees and attendance rates” (which presents the attendance rate of each member of the Compensation Committee at the meetings of this Committee).
The duties assigned to the Compensation Committee are described in full in its internal rules. The table below describes the tasks assigned to the Committee, as well as the main points of its 2023 Activity report:
Topics |
Missions |
2023 Activity report |
---|---|---|
Compensation of executive and non-executive corporate officers |
|
|
Board members’ compensation |
|
|
Long-term compensation policy (long term incentive plans) |
|
|
Performance and compensation of the Faurecia group’s main senior executives (other than executive corporate officers) |
|
|
Other |
|
3.1.5.Assessment of the Board of Directors and the Specialized Committees
In order to assess its capacity to meet the expectations of the shareholders, the Board of Directors carries out each year a formalized assessment of its composition, organization and functioning of the Board of Directors and its Specialized Committees. Every three years, this assessment is carried out with the assistance of an external firm.
As the last external assessment was carried out in respect of the 2021 fiscal year, the assessment of the Board of Directors for the 2023 fiscal year was carried out internally on the basis of a detailed questionnaire prepared by the Secretary to the Board of Directors and reviewed by the Governance, Nominations and Sustainability Committee, then approved by the Board of Directors, on the recommendation of the said Committee.
This questionnaire deals in particular with the functioning, structure, governance, composition and missions of the Board and the Specialized Committees, as well as the methods of organization and conduct of meetings, information for Board members, topics dealt with, the contribution of the Board members, the quality of the discussions and the implementation of the recommendations of the previous assessment.
The questionnaire was sent to the Board members and their responses were summarized by the Secretary to the Board of Directors. The summary of the assessment was reviewed by the Governance, Nominations and Sustainability Committee at a meeting held on February 13, 2024, and then presented and discussed at the Board of Directors meeting held on February 16, 2024.
It results from this assessment that Board members are, generally speaking, mostly very satisfied with the organization and operation of the Board of Directors and its Committees as well as their evolution, the dialogue existing within the Board and the composition and missions of the Committees.
- ■the improvement measures identified by the Board of Directors during its last assessment which were implemented in 2023 are the following:
- ■documentation presented more systematically with executive summaries but which could still be improved by highlighting the main points to be discussed or those needing decisions to be made by the Board of Directors;
- ■generalization of the reporting and presentation to the Board of Directors of the works carried out by the Committees;
- ■in depth presentation made to the Board of Directors on risks assessment (cybersecurity presentation as an example) and on Business Groups;
- ■better integration of new Board Members which could be completed with implementation of informal and face-to-face meetings;
- ■in terms of organization of the work of the board of Directors, the improvement measures identified and to be continued are notably the following:
- ■development of exchanges with Executive Committee Members (in particular Business Group Presidents), experts and high potentials;
- ■reduction of presentation time to allow more in-depth discussions on strategy and competitions matters and to give mor time for executive sessions;
- ■in-depth examination of certain subjects at Board of Directors' meetings (in particular on strategy and competition);
- ■reinforcement of the communication made by the Management to the Board of Directors between meetings.
3.2.Operational management of the Group
In addition to Executive Management, the information about which is given in Section 3.1.2.4 “Governance structure and shareholder dialog”, the Group has an Executive Committee and is also supported by Group Leadership Committee (TOP 300). The diversity policy within the governing bodies is described in Chapter 4 “Environmental and social performance”, Section 4.3.1.4. “Actions and assesssment of their effectiveness” paragraph Diversity & Inclusion of this Universal Registration Document.
As mentioned in Section 4.3.1.4. paragraph Diversity & nclusion of this Universal Registration Document, FORVIA has set itself the goal of boosting the recruitment and internal promotion of women in order to increase the presence of women among engineers and executives and in the Group top management with targets at 24% in 2025 and at 30% in 2030 of women in the Group Leadership Committee (TOP 300). As at December 31, 2023, the TOP 300 leaders comprised 27% women (compared to 23% in 2022) evidencing a strong feminization dynamic in the top management. The feminization of the Group Leadership Committee (TOP 300), in particular by the 2030 horizon, allows to build the necessary “reservoir”, in order to accelerate the gender balance in the Executive Committee (given that the majority of the Executive Committee’s members comes from the Group Leadership Committee (TOP 300).
In this context, FORVIA has notably implemented ambitious actions and initiatives described in Section 4.3.1.4. paragraph Diversity & Inclusion of this Universal Registration Document, in particular, in terms of hiring, training and promotion of female talents. In 2023, the Group will continue its efforts in terms of the promotion of female talent, notably by implementing a new program referred to as “RISE” in favor of about 40 identified female talents (who may occupy top leaders positions, including Executive Committee member). This nine-month program includes collective coaching sessions, co-development exercises and networking events. It is sponsored by four members of the Executive Committee, including the Chief Executive Officer. By developing female talent at the highest level, the Group wishes to develop a more inclusive management, allowing female potential to be developed in turn by these role models.
In addition, it is to be noted that recent performance share plans for the Group Leadership Committee (TOP 300) include an internal condition relating to gender balance, therefore supporting actions in favor of the feminization of top management.
On an annual basis, the Board of Directors carries out a review of the succession plan for the Executive Committee (with a special attention to the percentage of women in the succession plan) and a specific review of the Group diversity policy.
3.2.1.Executive Committee
FORVIA’s Executive Management is provided, under the responsibility of the Chief Executive Officer, by an Executive Committee which meets at least once a month to review the Group’s results and deliberate on general Group issues, or as often as the interests of the Company require.
Composition of the Executive Committee Patrick KOLLER Victoria CHANIAL Olivier DURAND Nik ENDRUD Jill GREENE Olivier LEFEBVRE Chuan MA Executive Vice President, China Jean-Paul MICHEL Christopher MOKWA Executive Vice President, Group Strategy & Digital Transformation Thorsten MUSCHAL Christophe SCHMITT Jean-Pierre SOUNILLAC François TARDIF |
The table below presents key figures on the composition of the Executive Committee as of January 1, 2024:
3.2.2.Group Leadership Committee
Each of the four Business Groups is organized into geographic divisions (Europe, North America or China) which manage operations in their region and also coordinate operations with customers headquartered in their region.
The four Business Groups also have a central staff that handles the main operational functions (sales and marketing, programs, manufacturing support, purchasing, quality, human resources and finance). These functions are also deployed within the geographic divisions by equivalent teams. Additionally, some businesses are organized in worldwide product lines within the four businesses, such as seat mechanisms.
3.3.Compensation of corporate officers
3.3.1.Compensation of executive and non-executive corporate officers for the 2022 and 2023 fiscal years
The Board of Directors, further to a proposal from the Compensation Committee, sets the compensation for executive and non-executive corporate officers in accordance with the applicable legal provisions and the compensation policy.
3.3.1.1.Compensation of the Chairman of the Board of Directors
3.3.1.1.1.Reminder of the principles of the 2023 compensation policy
The compensation policy setting the structure as well as the principles and criteria defined in order to determine the compensation and all benefits granted to the Chairman of the Board of Directors for the fiscal year ended December 31, 2023, which was 99.79% approved at the Company’s General Meeting held on May 30, 2023 pursuant to the 12th resolution, is set out in the Company’s 2022 Universal Registration Document, in Section 3.3.4.1 “Compensation policy for corporate officers”, and more specifically in Section 3.3.4.1.2. “Compensation policy for the Chairman of the Board of Directors”.
It should be noted that, in a summarized form, as in previous years, the 2023 compensation policy for the Chairman of the Board of Directors provided for fixed compensation, benefits in kind and social protection schemes.
The Chairman of the Board of Directors’ compensation, for the 2022 and 2023 fiscal years, as described below, complies with the compensation policy approved by the shareholders.
3.3.1.1.2.Compensation paid during the 2023 fiscal year or granted for the same fiscal year
3.3.1.1.2.1. Fixed annual compensation
On February 17, 2023, the Board of Directors, on the recommendation of the Compensation Committee, decided, subject to the adoption of the 2023 compensation policy by the Company’s General Meeting, to maintain the annual fixed compensation of the Chairman of the Board unchanged at €300,000. This has remained unchanged since 2017.
The fixed annual compensation of the Chairman of the Board of Directors, net of benefits in kind related to the provision of an assistant for his activities other than those relating to the chairmanship of FORVIA, amounted to €265,200 (excluding benefits in kind and social protection described thereafter). It was paid in full in 2023.
3.3.1.1.2.2. Benefits in kind and social protection
In addition to the provision of a personal assistant for activities other than those related to the chairmanship of FORVIA for an amount valued at €34,800 (which is included in the above mentionned €300,000), the Chairman of the Board of Directors was provided with a company car. This benefit is valued at €6,624.
It is finally specified that the Company paid €4,765 in consideration of the supplementary health/life/disability pension scheme.
3.3.1.1.2.3. Other components of compensation
With the exception of the components described above, the Chairman of the Board of Directors did not receive any other compensation (including compensation for his duties as Board member), including by a company comprised in the scope of consolidation of the Company within the meaning of Article L. 233-16 of the French Commercial Code.
3.3.1.1.3.Compensation paid during the 2022 and 2023 fiscal years or granted for the same fiscal years
The tables below present the compensation and benefits paid during the 2022 and 2023 fiscal years or granted for these fiscal years to the Chairman of the Board of Directors.
It is stipulated that, since the Chairman of the Board of Directors receives only fixed compensation as well as benefits in kind and has social protection schemes, to the exclusion of any other compensation, tables No. 4 to No. 7 and No. 10 provided for by the AFEP-MEDEF Code and AMF recommendation No. 2021-02 are not applicable.
Summary of compensation and options and shares granted to Michel de Rosen
Table No. 1 (AFEP-MEDEF Code and AMF recommendation No. 2021-02)
Summary of compensation payable to Michel de Rosen
Table No. 2 (AFEP-MEDEF Code and AMF recommendation No. 2021-02)
(gross in €) |
Full-year 2022 |
2023 fiscal year |
||
---|---|---|---|---|
Amount granted |
Amount |
Amount granted |
Amount |
|
Fixed compensation |
265,200 |
265,200 |
265,200 |
265,200 |
Annual variable compensation |
- |
- |
|
|
Multi-annual variable compensation |
- |
- |
|
|
Exceptional compensation |
- |
- |
|
|
Compensation awarded as a Board member |
|
- |
|
|
Benefits in kind(1) |
46,116 |
46,116 |
46,189 |
46,189 |
Total |
311,316 |
311,316 |
311,189 |
311,189 |
|
Table No. 11 (AFEP-MEDEF Code and AMF recommendation No. 2021-02)
|
Employment contract |
Supplementary pension scheme |
Compensation or benefits due or that may be due on termination or change in position |
Compensation due under a non-competition clause |
||||
---|---|---|---|---|---|---|---|---|
Yes |
No |
Yes |
No |
Yes |
No |
Yes |
No |
|
Name: Michel de ROSEN Position: Chairman of the Board of Directors since May 30, 2017 Corporate office end date: 2024 GM |
|
No |
|
No |
|
No |
|
No |
3.3.1.2.Compensation of the Chief Executive Officer
3.3.1.2.1.Reminder of the principles of the 2023 compensation policy
The compensation policy setting the structure as well as the principles and criteria established to determine the compensation and all benefits granted to the Chief Executive Officer for the fiscal year ended on December 31, 2023, which was 92.66% approved by the Company’s General Meeting of May 30, 2023 in the 13th resolution, appears in the Company’s 2022 Universal Registration Document in Section 3.3.4.1 “Compensation policy for corporate officers”, and more specifically in Section 3.3.4.1.3. “Compensation policy for the Chief Executive Officer”.
The compensation policy for the Chief Executive Officer for 2023 therefore provided for the following:
- ■a fixed annual compensation;
- ■a variable annual compensation, subject to performance conditions and representing up to a maximum of 180% of the fixed annual compensation;
- ■a long-term compensation in the form of free share allocations subject to presence and performance conditions;
- ■termination payment;
- ■an indemnity in return for a non-compete commitment;
- ■a notice period and a non-poaching/non-solicitation commitment;
- ■additional defined contributions and benefits pension schemes;
- ■benefits in kind and social protection;
- ■a compensation for his duties in the Shareholder Committee of HELLA.
The Chief Executive Officer’s compensation for the 2023 fiscal years, as described below, is compliant with the compensation policy as approved by the shareholders.
3.3.1.2.2.Compensation paid during the 2023 fiscal year or granted for the same fiscal year
Compensation of the Chief Executive Officer in 2023
Fixed annual compensation |
|
Variable annual compensation |
|
Long-term variable compensation |
|
Other components |
---|---|---|---|---|---|---|
Policy:
€1,100,000
Implementation:
€1,100,000
|
|
Policy
0-180% of fixed annual compensation
Quantifiable Criteria from 0 to 142.5% of the fixed annual compensation (75% at target)
Net-debt-to-EBITDA ratio and synergies in relation to HELLA integration (60% at target) + Carbon Neutrality (15% at target)
Implementation: 1,782,921 € of which:
|
|
Policy
0-250% of fixed annual compensation
Performance shares subject to presence and performance conditions
Implementation:
|
|
* No payments in 2023 |
|
|
|
||||
SHORT TERM |
|
LONG TERM |
|
|
||
|
The 2023 fiscal year was marked by the continuation of the transformation of the Group in a context which remained tense in the automotive sector. The Company has carried on the necessary actions in terms of deleveraging trajectory, improvement of the operating income, protection of cash and make fixed costs more flexible . The Group has thus executed its strategy related to the sale of assets as per the plan submitted to Shareholders and advanced the various synergy programs following the consolidation of HELLA. It has in addition pursued its ambitious carbon neutrality plan, which has produced effects in all the Group's sectors and geographies.
These achievements are reflected in the compensation of the Chief Executive Officer in 2023, a significant part of which is based on the Group's performance, in particular for the short-term and long-term variable aspects.
3.3.1.2.2.1. Fixed annual compensation
On February 17, 2023, the Board of Directors, on the recommendation of the Compensation Committee, decided, subject to the adoption of the 2023 compensation policy by the Company’s General Meeting, to maintain the fixed annual compensation of the Chief Executive Officer unchanged.
As a result, the fixed annual compensation of the Chief Executive Officer amounted to €1,100,000 for the 2023 fiscal year. This amount was paid in full in 2023.
3.3.1.2.2.2. Variable annual compensation
On the recommendation of the Compensation Committee, the Board of Directors set the procedures for determining the variable compensation of the Chief Executive Officer for 2023, in accordance with the 2023 compensation policy approved by the shareholders.
The table below summarizes the results of the analysis carried out by the Board of Directors on February 16, 2024, on the recommendation of the Compensation Committee, and assesses the levels of achievement of the quantifiable and qualitative criteria targets set in respect of the variable annual compensation for the fiscal year ended December 31, 2023: (note on the basis of the pre-estimate presented in December)
Relative weight of each performance criterion |
Minimum(1) |
Target objective(1) |
Maximum(1) |
Achievement level |
Amount in cash (€) |
Assessment |
---|---|---|---|---|---|---|
Quantifiable (distribution of criteria on a 100% basis): from 0% to 142.50% of fixed annual compensation |
||||||
FORVIA Net-debt-to-EBITDA ratio (50%) |
0% |
100% |
190% |
167.50% |
921,250 |
Exceeded targets for the execution of the deleveraging strategy over 2023, the deployment of the Faurecia/HELLA synergy plan with quantifiable impacts over 2023, and the achievement of the carbon neutrality path objectives. |
FORVIA Synergies (10%) |
0% |
100% |
190% |
190% |
209,000 |
|
Quantifiable environmental criteria relating to carbon neutrality (15%) |
0% |
100% |
190% |
190% |
313,500 |
|
Total Quantifiable |
- |
- |
- |
175% |
1,443,750 |
|
Individual (distribution of criteria on a 100% basis): 0% to 37.5% of fixed annual compensation |
||||||
Order intake at FORVIA level associated with operating income and reduction of fixed costs (25%) |
0%
|
100%
|
150%
|
123.30%
|
339,171
|
Achievement of 2023 order intake targets, with associated margin and fixed costs reduction. |
Total INDIVIDUAL |
- |
- |
- |
123.30% |
339,171 |
|
Total |
- |
- |
- |
162.08% |
1,782,921 |
- |
|
- ■quantifiable criteria:
- ■the criterion relating to the net debt to EBITDA ratio was defined by the Board of Directors with reference to the deleveraging trajectory following the acquisition of HELLA, and the targets were set in the Group's budget. Achievement was measured at June 30, 2023 and December 31, 2023, and the Board of Directors noted that the objectives had been reached at 167.50%,
- ■the criterion relating to synergies from the integration of HELLA was defined by the Board of Directors with reference to the HELLA integration plan and the expected financial synergies at the level of the consolidated Group, and the objectives were set in the Group budget. Achievement was measured at December 31, 2023, and the Board of Directors noted that the objectives had been reached to the maximum extent possible,
- ■the environmental criterion linked to carbon neutrality has been defined by the Board of Directors with reference to the trajectory for achieving the Group's commitments for 2025 and in line with the intermediate stage of 2023, as specified in the "sustainability-linked financing framework". Achievement was measured as of December 31, 2023 and the Board of Directors noted that the Group had reached its maximum target, with 27.3 tons of CO2 issued per € million of revenue;
- ■individual criterion: given the objectives set and the results obtained, 123.30% of the individual criterion was met. The elements taken into account are detailed below:
- ■the amount of new orders in € was overachieved at Forvia level; operating margins associated with these orders were higher than the Forvia budgets set by the Board of Directors.
- ■the amount of fixed costs reduction has been achieved in accordance with the budget objective set by the Board of Directors.
After examining the rate of achievement of the objectives of the criteria for the variable annual compensation for the 2023 fiscal year, the Board of Directors of February 16, 2024, noted that the total amount of the variable annual compensation for 2023 amounts to € 1,782,921, compared to €1,980,000 for the 2022 fiscal year (and €300,000 for the 2021 fiscal year). Taking into account the amount of variable annual compensation for fiscal year 2023 resulting from outperformance relative to the quantifiable criteria, the relative proportion of fixed and variable annual compensation for fiscal year 2023 is as follows: 38% for fixed annual compensation and 62% for variable annual compensation.
In accordance with the provisions of Article L. 22-10-34 of the French Commercial Code, the variable compensation for the fiscal year ended December 31, 2023, shall be paid only after the shareholders, in a General Meeting to be held on May 30, 2024, have approved the components of compensation paid during the course of the 2023 fiscal year or awarded in respect of this fiscal year to Patrick Koller, Chief Executive Officer.
It is also acknowledged that the payment of Patrick Koller’s variable annual compensation for the 2022 fiscal year, which amounted to €1,980,000 was, in accordance with the law, subject to a favorable vote at the General Meeting of May 30, 2023, on the components of compensation paid or awarded in respect of the 2022 fiscal year (10th resolution). Since the vote in favor of this resolution was 84.27%, the payment of Patrick Koller’s variable annual compensation for the 2022 fiscal year was made after this General Meeting.
3.3.1.2.2.3. Performance shares
Introductory information: Plan delivered in 2023/Plan for which the performance assessment took place in 2023/Plan for which the performance conditions are set by reference to the 2023 fiscal year
The Board of Directors, at a meeting held on October 9, 2019, on a recommendation from the Compensation Committee, resolved to grant a maximum of 1,147,260 performance shares, including 56,220 to Patrick Koller (Chief Executive Officer). In addition to a condition of presence, this grant is subject to (i) an external condition of net earnings per share assessed between the 2018 fiscal year and the 2021 fiscal year, by comparison with a reference group of global automotive suppliers, weighting 30%, (ii) an internal condition related to the Group net income (after tax) at December 31, 2021, weighting 60% and (iii) a CSR internal condition related to gender diversity within the “Managers and Professionals” category (Group executives), weighting 10%.
At its meeting of February 18, 2022, the Board of Directors noted, on the recommendation of the Compensation Committee (i) the non-achievement of the quantified objectives of the internal condition related to the Group’s net income (after tax) as assessed at December 31, 2021 (weighting of 60%) and (ii) the achievement of 115% of the internal CSR condition linked to gender balance within the “Managers and Professionals” category at December 31, 2021.
At its meeting of April 21, 2022, the Board of Directors noted, on the recommendation of the Compensation Committee, the non-achievement of the external condition linked to the net earnings per share of plan no. 11.
As a consequence and given the decision made by the Board of Directors on July 22, 2022, to proceed to an adjustment of the number of unvested rights to free shares related to the Performance Share Plans (as a result of the capital increase carried out by the Company in June 2022), the number of performance shares that has therefore been delivered to the Chief Executive Officer on October 9, 2023 is 5,365 shares.
The conditions for the definitive vesting of these shares, set out in the summary table below, are described in more detail in chapter 5 “Capital stock and shareholding structure”, section 5.2.2 of the 2022 Universal Registration Document. In accordance with the term of plan No. 11, 70,843 shares were delivered to the beneficiaries concerned on October 9, 2023, including 5,365 shares to the Chief Executive Officer.
The Board of Directors, at a meeting held on October 22, 2020, on a recommendation from the Compensation Committee, resolved to grant a maximum of 1,384,630 performance shares, including 61,140 to Patrick Koller (Chief Executive Officer).
In view of the decision of the Board of Directors on July 22, 2022, to adjust the rights to free shares subject to performance conditions not yet vested (as a result of the capital increase carried out by the Company in June 2022), the maximum number of performance shares now granted to Patrick Koller,under plan no. 12, has been adjusted to 65,958 .
In addition to a condition of presence, this grant is subject to (i) an external condition of net earnings per share assessed between the 2019 fiscal year and the 2022 fiscal year, by comparison with a reference group of global automotive suppliers, weighting 30%, (ii) an internal condition related to the Group net income (after tax) as of December 31, 2022, weighting 60% and (iii) a CSR internal condition related to gender diversity within the “Managers and Professionals” category (Group executives), weighting 10%.
The impact of the integration of HELLA into FORVIA's accounts as from 2022, as well as exceptional events such as the war in Ukraine and the level of vehicle production, have been restated from the internal target criterion for net income after tax under plan no. 12 by decision of the Board of Directors on July 22, 2022, while maintaining the same trajectory curve.
At its meeting of April 13, 2023, the Board of Directors noted, on the recommendation of the Compensation Committee (i) the achievement of 94.7% of the quantified objectives of the internal condition related to the Group’s net income (after tax) as assessed at December 31, 2022 (weighting of 60%), (ii) the achievement of 127.9% of the internal CSR condition linked to gender balance within the “Managers and Professionals” category at December 31, 2022 and (iii) the non-achievement of the external condition related to net earnings per share.
As a consequence and given the decision made by the Board of Directors on July 22, 2022, to proceed to an adjustment of the number of unvested rights to free shares related to the Performance Share Plans (as a result of the capital increase carried out by the Company in June 2022), the number of performance shares that will therefore be delivered to the Chief Executive Officer in October 2024 will be 35,312 shares.
The Board of Directors, at a meeting held on October 25, 2021, on a recommendation from the Compensation Committee, resolved to grant a maximum of 1,389,000 performance shares, including 96,150 to Patrick Koller.
In view of the decision of the Board of Directors on July 22, 2022, to adjust the rights to free shares subject to performance conditions not yet vested (as a result of the capital increase carried out by the Company in June 2022), the maximum number of performance shares now granted to Patrick Koller has been adjusted to 103,727 under plan no. 13.
On July 26, 2023, the Board of Directors decided to adjust the net income after tax objective of plan no. 13 while maintaining the same achievement curve, in order to take into account the exceptional circumstances related to the integration and financing of the acquisition of HELLA, inflation, the impact of the ecological transition, and restructurings.
At its meeting of February 16, 2024, the Board of Directors noted, on the recommendation of the Compensation Committee (i) the achievement of 58.3% of the quantified objectives of the internal condition related to the Group’s net income (after tax) as assessed at December 31, 2023 (weighting of 60%), (ii) the achievement of 130% of the internal CSR condition linked to gender balance within the “Managers and Professionals” category at December 31, 2023.
The achievement of the external condition of net earnings per share of plan no. 13 will be assessed by the Board of Directors at its meeting reviewing the first quarter 2024 sales.
Executive Super Performance Initiative (ESPI) Plan awarded in 2021 – second tranche assessment in 2023
The Board of Directors, at a meeting held on July 23, 2021, on a recommendation from the Compensation Committee, resolved to grant a maximum of 673,549 performance shares, including 71,941 to Patrick Koller (Chief Executive Officer).
The definitive vesting of these free shares to Patrick Koller (Chief Executive Officer) is subject to the following two conditions:
- ■50% of the rights subject to a condition of Annual Relative Total Shareholder Return (TSR), with a level of achievement noted each year, over a period of five years, giving rise to a maximum annual partial vesting of 20% of the tranche of the year in question. The total amount of the definitive grant under the Annual Relative TSR will be equal to the sum of the five years of partial vesting of the Annual Relative TSR;
- ■50% of the rights subject to a condition of Average Relative Five-Year TSR, not giving rise to any partial vesting, the level of realization being calculated at the end of the five-year reference period and taking into account all the Relative Annual TSR of the period.
In view of the decision of the Board of Directors on July 22, 2022, to adjust the rights to free shares subject to performance conditions not yet vested (as a result of the capital increase carried out by the Company in June 2022), the maximum number of performance shares now granted to Patrick Koller, under the ESPI plan, has been adjusted to 77,610 .
At its meeting of July 26, 2023, the Board of Directors, on the recommendation of the Compensation Committee, noted the non-fulfillment of the second tranche of the annual relative Total Shareholder Return (TSR) condition. Consequently, the maximum number of shares remaining for Patrick Koller (Chief Executive Officer) is 62,088.
The conditions for the definitive vesting of these shares described above, as well as the consequence of the neutralization of the capital increase carried out by the Company in June 2022, are set out in Chapter 5 "Capital stock and shareholding structure", section 5.2.2 "Potential capital stock" of this Universal Registration Document.
The table below summarizes, for the three Plans No. 11 to 13, described above, the maximum number of shares to be allocated to the Chief Executive Officer, the rate of achievement of the performance conditions, the rate of vesting and the number of shares delivered (or to be delivered) to the Chief Executive Officer; The features of plan no. 14 (and the number of performance shares allocated to the Chief Executive Officer under this plan) are detailed in Chapter 5.
|
Plan no. 11 |
Plan no. 12 |
Plan no. 13 |
---|---|---|---|
Maximum number of shares initially allocated |
56,220 |
61,140 |
96,150 |
Maximum number of shares after capital increase adjustment of June 2022 |
60,651 |
65,958 |
103,727 |
Achievement rate of performance conditions |
Internal condition of net income: 0% Internal CSR gender equality condition: 115% External condition: 0% |
Internal condition of net income: 94.7% Internal CSR gender equality condition: 127.9% External condition: 0% |
Internal condition of net income: 58.3% Internal CSR gender equality condition: 130%
External condition: assessed by the Board of Directors at its Q1 2024 sales meeting |
Rate of allocation (vesting) |
11.5% |
69.6% |
|
Number of shares delivered (or to be delivered) to the Chief Executive Officer |
4,973 |
32,732 |
- |
Number of shares delivered (or to be delivered) to the Chief Executive Officer after adjustment related to the capital increase of June 2022 |
5,365 |
35,312 |
- |
Plan awarded in 2023
Plan no. 15 awarded
At a meeting held on July 26, 2023, the Board of Directors, on a recommendation from the Compensation Committee, resolved, on the basis of the 22nd resolution of the General Meeting of May 30, 2023, to grant a maximum of 2,116,540 performance shares, of which 146,270 performance shares (i.e., 0.07% of the capital stock at December 31, 2023) to Patrick Koller (Chief Executive Officer).
The valuation of the maximum grant, according to the standards used for the consolidated financial statements, amounts to €2,603,606, i.e. 236.69% of the reference fixed compensation.
The internal and external conditions of plan no. 15 as well as the objectives are presented in the table below:
Relative weight of each performance criterion(1) |
Minimum |
Target objective |
Maximum |
Assessment |
Internal condition: Group operating income (scope of consolidation) for the fiscal year ended December 31, 2025, as approved by the Board of Directors (“2025 Operating Income”), compared with the income forecast for the same fiscal year by the Group's strategic plan (“SP Operating Income”). Weighting: 20% |
Operating Income 2025 = 90% of the SP Operating Income target |
Operating Income 2025 = SP Operating Income target |
Operating Income 2025 ≥ 110% of the SP Operating Income target |
For all conditions:
|
Internal condition: Group net cash flow (scope of consolidation) for the fiscal year ended December 31, 2025, as approved by the Board of Directors (“net cash flow for 2025”), compared with the result forecast for the same fiscal year by the Group's strategic plan (“SP net cash flow”). Weighting: 25% |
Net cash flow 2025 = 90% of the net cash flow target |
Net cash flow 2025 = net cash flow target |
Net cash flow 2025 ≥ 110% of the net cash flow target |
|
Internal condition: Gender balance (% of women) in the Group’s “Managers and Professionals” category of Faurecia Group at December 31, 2025 compared to the target set by the Board of Directors. Weighting: 10% |
- 1 point |
100% of the target |
≥ + 2 points |
|
Internal condition: Reduction in CO2 emissions, measured in “tCO2e” for “scopes 1 & 2” per € million of sales produced within the consolidated Group scope for the fiscal year ended December 31, 2025, compared to CO2 emissions in 2019 (adjusted for scope effects) Weighting: 15% |
- 5 point |
100% of the target |
≥ + 5 points |
|
External condition: Level of growth in FORVIA’s net earnings per share between the 2022 and 2025 fiscal years (“FORVIA EPS”), and assessed against the weighted growth of a reference group comprised of 12 comparable international automotive suppliers(2) (“Benchmark EPS”). Weighting: 30% |
Hypothesis 1: Benchmark EPS ≤ - 20% (therefore negative) FORVIA EPS = 125% Benchmark EPS Hypothesis 2: - 20% < Benchmark EPS <+ 20% FORVIA EPS = Benchmark EPS - 5% Hypothesis 3: Benchmark EPS ≥ + 20% FORVIA EPS = 75% Benchmark EPS |
Hypothesis 1: Benchmark EPS ≤ - 20% (therefore negative) / Hypothesis 2: - 20% <Benchmark EPS < + 20% / Hypothesis 3: Benchmark EPS ≥ + 20% FORVIA EPS = Benchmark EPS |
Hypothesis 1: Benchmark EPS ≤ - 20% (therefore negative) FORVIA EPS ≥ 75% Benchmark EPS Hypothesis 2: - 20% < Benchmark EPS < + 20% FORVIA EPS ≥ Benchmark EPS + 5% Hypothesis 3: Benchmark EPS ≥ + 20% FORVIA EPS ≥ 125% Benchmark EPS |
|
|
In case of deviation in the volumes of the worldwide automobile production compared to the Company's strategic plan figures for the year in question, the Board of Directors shall have the possibility to adjust mechanically the objectives of the internal financial criteria. This possibility is detailed in Chapter 5 “Capital stock and shareholding structure”.
An attendance condition (subject to standard exceptions) applies to all beneficiaries including the Chief Executive Officer. The vesting is completed after a four-year vesting period, it being stipulated that no holding period is stipulated by the plan.
The Chief Executive Officer must retain, in registered form and while he continues to hold office, at least 30% of all shares actually acquired under each plan. This percentage threshold requirement ceases to apply when the Chief Executive Officer holds a number of shares corresponding to three years of base gross compensation, factoring in all the previously established plans, and becomes applicable again if the Chief Executive Officer no longer holds the number of target shares corresponding to this level of base gross compensation. As of the date of this Universal Registration Document, the Chief Executive Officer holds 154,751shares.
In accordance with the AFEP-MEDEF Code, Patrick Koller (Chief Executive Officer) has made a formal commitment not to use any risk hedging transactions on the performance shares granted to him.
3.3.1.2.2.4. Pension plans
The Chief Executive Officer benefits from the same pension scheme as the one provided for the other members of the Group’s Executive Committee with a French contract. This plan includes a supplementary defined contributions pension scheme and a supplementary defined benefits pension scheme.
The main features of these schemes are described in the summary table below, being reminded that following the freezing of past potential rights under defined benefits pension schemes governed by Article L. 137-11 of the French Social Security Code, complying with Law No. 2019-486 of May 22, 2019 and Order No. 2019-687 of July 3, 2019 transposing the directive on pension rights’ portability, the Group implemented two vested rights supplementary pension schemes for rights relating to periods of employment after January 1, 2020 that comply with the new legal requirements set out in Article L. 137-11-2 of the French Social Security Code.
|
Defined contribution pension scheme |
Defined benefit plan (frozen – all tranche C executives) |
Specific supplementary pension scheme (frozen – members of the Executive Committee France) |
Specific supplementary Defined benefit plan of vesting rights subject to performance conditions (members of the Executive Committee France) |
Defined benefit plan of vesting rights and under performance conditions (all tranche C executives) |
---|---|---|---|---|---|
Applicable law |
Article 83 of the French General Tax Code |
Articles 39 of the French General Tax Code and L.137-11 of the French Social Security Code |
Articles 39 of the French General Tax Code and L.137-11 of the French Social Security Code |
Article L. 137-11-2 of the French Social Security Code |
Article L. 137-11-2 of the French Social Security Code |
Authorization of the benefits |
BoD of July 25, 2016 GM of May 30, 2017 |
BoD of July 25, 2016 GM of May 30, 2017 |
BoD of July 25, 2016 GM of May 30, 2017 |
BoD of April 17, 2020 GM of June 26, 2020 (as part of the ex-ante vote on the compensation policy for the Chief Executive Officer) – Pending implementation with retroactive effect as of January 1, 2020 |
Board meeting of February 19, 2021 GM of May 31, 2021 |
Scheme entry conditions and other conditions giving entitlement to benefit from it
|
One year’s seniority in the Group at the time of retirement
|
|
|
|
|
Method for determining the reference compensation used to calculate entitlements |
Contributions to tranche A and tranche B of the current year (amount of contributions paid by the Company in 2023: €8,358.48 |
Average over the three years preceding the liquidation of the rights of compensation in tranche C, which, in 2023, corresponds to €175,968 |
Average over the three years preceding the liquidation of the rights of the total compensation (basic and variable) excluding exceptional items
|
Gross salary within the meaning of Article L. 242-1 of the French Social Security Code (basic and variable, excluding exceptional items) received during the year of Executive Committee membership |
Portion of gross annual compensation (gross annual base compensation, gross annual variable compensation, benefits in kind and hardship allowance paid to the beneficiary during the year in question) between four and eight times the PASS |
Vesting formula |
1% of the compensation in tranche A and 6% of the compensation in tranche B |
1% of the compensation in tranche C and performance conditions linked to the degree of the achievement of variable compensation targets(1) |
Depending on Faurecia’s performance, from 1 to 3% of total compensation (base + variable), excluding special compensation(2) |
From 0 to 3% of the annual reference compensation depending on the achievement of performance conditions(3) |
For beneficiaries whose compensation exceeds eight times the PASS and for corporate officers, the vesting percentage is between 0 and 0.50% depending on the achievement of performance conditions(6). This percentage may be as high as 0.75% for beneficiaries of this plan who are also potential beneficiaries of the former “Article 39” plan and whose rights have been frozen(7) |
Ceiling, amount or terms and conditions for determining it |
Not applicable |
|
|
|
|
Ceiling, amount or terms and conditions for determining it |
|
|
|
|
|
Funding of rights |
Outsourced |
Outsourced |
Outsourced |
Outsourced |
Outsourced |
Estimated amount of the pension for the Chief Executive Officer at the end of the fiscal year |
€5,024 annual(8) |
€24,266 annual(4) |
€169,007 annual(5) |
€109,200 annual(8) |
€1,955 annual(8) |
Associated tax and payroll expenses |
Not applicable |
Tax on annuity |
Tax on contribution
|
Contribution of 29.7% |
Contribution of 29.7% |
|
Further information on these pension schemes can be found in Note 25-2 to the consolidated financial statements.
3.3.1.2.2.5. Termination payment
Patrick Koller (Chief Executive Officer) benefits from a termination payment of up to 24 months of compensation which was authorized by the Board of Directors on July 25, 2016, pursuant to the procedure of Article L. 225-42-1 of the French Commercial Code (now repealed and reproduced in Articles L. 22-10-4 and L. 22-10-8 of the French Commercial Code) and approved by the General Meeting of May 30, 2017, in respect of its 5th resolution. This payment was adjusted during the review of the Chief Executive Officer’s package by the Board of Directors on February 14, 2020, in order to align the calculation methods for the reference compensation with those of the non-competition clause, and approved in accordance with the law by the General Meeting of June 26, 2020, as part of the vote on the compensation policy for the Chief Executive Officer for 2020 (16th resolution). The conditions of this compensation have remained unchanged since that date.
The terms and conditions of the termination payment granted to the Chief Executive Officer are described in the compensation policy for the Chief Executive Officer for 2023 and 2024, which appear respectively in Sections 3.3.4.1.3 “Compensation policy for the Chief Executive Officer” of the 2022 Universal Registration Document and this Universal Registration Document.
3.3.1.2.2.6. Non-competition indemnity
Since the decision of the Board of Directors of February 14, 2020, Patrick Koller (Chief Executive Officer) is subject to a non-compete commitment for a period of 12 months applicable in the event of his resignation, it being specified that the obligation to pay the compensation due in return for this commitment became effective following the approval, in accordance with the law, by the General Meeting of June 26, 2020 of the 2020 compensation policy for the Chief Executive Officer in respect of the 16th resolution. The conditions of this non-compete commitment remained unchanged in 2023.
The terms of the non-compete commitment, and the related indemnity, to which the Chief Executive Officer is entitled, are described in the compensation policy for the Chief Executive Officer for 2023 and 2024 which appear respectively in Sections 3.3.4.1.3 “Compensation policy for the Chief Executive Officer” of the 2022 Universal Registration Document and this Universal Registration Document.
3.3.1.2.2.7. Notice and non-solicitation
Patrick Koller is subject to six months’ notice in the event of his resignation and has a non-solicitation commitment of 12 months. These provisions were decided by the Board of Directors on February 14, 2020, and became effective following the approval, by the General Meeting of June 26, 2020, of the 2020 compensation policy for the Chief Executive Officer in respect of the 16th resolution. The terms of the notice period and the non-solicitation commitment remained unchanged in 2023.
The terms of the notice period and the non-solicitation commitment are described in the compensation policy for the Chief Executive Officer for 2023 and for 2024 which appear respectively in Sections 3.3.4.1.3 “Compensation policy for the Chief Executive Officer” of the 2022 Universal Registration Document and this Universal Registration Document.
3.3.1.2.2.8. Benefits in kind and social protection
Patrick Koller has been provided with a company car. The total amount of the benefits in kind is €21,850.
It is also specified that the Company paid, in respect of the supplementary medical/life/disability insurance plan, €7,460.
3.3.1.2.2.9. Other components of compensation
With the exception of the items described above, Patrick Koller did not receive any other compensation or benefits (including for his duties as a Company Board member).
For information, Patrick Koller receives compensation for his term of office on the HELLA Shareholders’ Committee (for more information, please refer to the HELLA annual report). Such approach is in line with German corporate standard (notably for listed companies controlled by another listed company).
3.3.1.2.2.10. Taking into account the vote of the last General Meeting
FORVIA has an active engagement policy with its investors and proxy advisory firms during the financial roadshows to discuss governance as well as developments in governance and compensation-related best practices. Numerous meetings were held during the first quarter of 2023, until the General Meeting of 2023, on compensation topics (see section 3.1.2.4. “Governance structure and shareholder dialog” of this Universal Registration Document).
The Board of Directors took their comments into account, in particular with regard to the stability of the compensation structure and the level of the fixed compensation of the Chief Executive Officer (following the increase granted by the General Meeting in 2022). Thus, the fixed compensation of the Chief Executive Officer remained unchanged between 2022 and 2023. Also, for the sake of continuity, the structure of the compensation policy proposed by the Board of Directors for the 2024 financial year remains unchanged (see below the compensation policy for the Chief Executive Officer for 2024).
FORVIA has also taken into account the expectations of its shareholders and voting advisory agencies with regard to the growing importance of Environmental, Social and Governance (ESG) criteria in the assessment of executive performance. A criterion linked to the carbon neutrality trajectory has been integrated into the elements of the short-term variable compensation of the Chief Executive Officer (as well as those of all the beneficiaries of a variable compensation system in the Group) from year 2022, as presented in the 2022 Compensation Policy. FORVIA has also included in its performance share plan no. 11 granted in 2019, an objective related to gender diversity and added a second ESG objective linked to carbon neutrality among the performance conditions applicable to the Performance Share Plan awarded to the Chief Executive Officer in 2023.
3.3.1.2.2.11. Compliance of compensation paid with the compensation policy
The elements of compensation awarded or paid to the Chief Executive Officer are in accordance with the provisions adopted by the Board of Directors, upon recommendation of the Compensation Committee and voted by the General Meeting held on May 30, 2023 (13th resolution adopted with 92.66% of the votes).
The compensation paid contributes to the long-term performance of the Company insofar as the criteria for variable compensation are consistent with the long-term strategy of the Group.
3.3.1.2.3.Compensation paid during the 2022 and 2023 fiscal years or granted for the same fiscal years
The tables below set out the compensation and benefits paid during fiscal years 2022 and 2023 or awarded in respect of these fiscal years to Patrick Koller, the Chief Executive Officer.
To the extent that all stock subscription options ceased to be in force, tables No. 4, No. 5 and No. 8 on options awarded or exercised during the fiscal year as defined by the AFEP-MEDEF Code and AMF recommendation No. 2021-02 are not applicable. This is also the case with regard to table No. 10 of the AFEP-MEDEF Code given that Patrick Koller does not receive multi-annual variable compensation in cash.
Lastly, the tables setting out the past granting of performance shares (table No. 9 of the AFEP-MEDEF Code and table No. 10 of AMF recommendation No. 2021-02) are set out in Chapter 5 “Capital stock and shareholding structure,” Section 5.2.2 “Potential capital stock”.
Summary of compensation and options and shares granted to Patrick Koller
Table No. 1 (AFEP-MEDEF Code and AMF recommendation No. 2021-02)
(in €) |
Full-year 2022 |
2023 fiscal year |
---|---|---|
Compensation granted for the fiscal year (see table No. 2) |
3,102,342 |
2,912,231 |
Value of stock options granted during the fiscal year |
- |
|
Value of performance shares granted during the fiscal year (set out in table 6) |
2,228,170 |
2,603,606 |
Value of other long-term compensation plans |
- |
|
Total |
5,330,512 |
5,515,837 |
Summary of Patrick Koller’s compensation
Table No. 2 (AFEP-MEDEF Code and AMF recommendation No. 2021-02)
(gross in €) |
Full-year 2022 |
2023 fiscal year |
||
---|---|---|---|---|
Amount granted |
Amount |
Amount granted |
Amount |
|
Fixed compensation |
1,100,000 |
1,100,000 |
1,100,000 |
1,100,000 |
Annual variable compensation |
1,980,000(3) |
300,000(1) |
1,782,921(2) |
1,980,000(3) |
Multi-annual variable compensation |
- |
- |
|
|
Exceptional compensation |
- |
- |
|
|
Compensation as Board member |
- |
- |
|
|
Benefits in kind |
22,342(4) |
22,342(4) |
29,310(4) |
29,310(4) |
Total |
3,102,342 |
1,422,342 |
2,912,231 |
3,109,310 |
|
Performance shares granted to Patrick Koller during the fiscal year
Table No. 6 (AFEP-MEDEF Code and AMF recommendation No. 2021-02)
Number and date of plan |
Maximum number of shares granted during the relevant fiscal year(1) |
Valuation of shares according to the method used for the consolidated financial statements (in €) |
Vesting date |
Availability date |
Performance conditions(1) |
Plan no. 15 of July 26, 2023 |
146,270 |
2,603,606 |
July 26, 2023 |
July 26, 2027 |
Internal condition, linked to the Group net operating income (weighting of 20%) Internal condition linked to the Group’s net cash flow (weighting of 25%) Internal condition linked to gender diversity (% of women) within the Group’s “Managers and Professionals” category (weighting of 10%) Internal condition relating to the reduction of CO2 emissions (weighting of 15%) External condition linked to weighted growth in FORVIA's net earnings per share (weighting of 30%) |
Total |
146,270 |
2,603,606 |
|
|
|
|
Performance shares that became available to Patrick Koller during the fiscal year
Table No. 7 (AFEP-MEDEF Code and AMF recommendation No. 2021-02)
Number and date of plan |
Number of shares that became available during the fiscal year(1) |
Vesting conditions |
Plan no. 11 of October 9, 2019 |
5,365 |
Patrick Koller must retain, in registered form and while he continues to hold office, at least 30% of all shares actually acquired under each plan. This percentage threshold obligation for each plan ceases to apply once Patrick Koller owns a number of shares that corresponds to three years’ gross base compensation, factoring in all the plans already vested, and will again become applicable in the event that Patrick Koller no longer holds the target number of shares corresponding to this level of base gross compensation. |
Total |
5,365 |
|
|
The total maximum number of performance shares outstanding at December 31, 2023, which may vest to Patrick Koller (minus the number of shares already vested) represents a total of 517,227 shares, i.e., 0.26% of FORVIA’s capital at that date. This number is obtained after adjustment related to the capital increase of June 2022.
Table No. 11 (AFEP-MEDEF Code and AMF recommendation No. 2021-02)
|
Employment contract |
Supplementary pension scheme |
Compensation or benefits due or that may be due on termination or change in position |
Compensation due under a non-competition clause |
Name: Patrick Koller Position: Chief Executive Officer since July 1, 2016 Date of end of corporate office: undetermined, Patrick Koller’s appointment as Chief Executive Officer being without a specified term |
No |
Yes(1) |
Yes(2) |
Yes(3) |
|
3.3.1.3.Information on compensation for executive corporate officers and changes during the last five fiscal years
This paragraph relates specifically to multiples of compensation between the level of compensation of executive corporate officers and the level of average and median compensation of Group employees in France. It also deals with the annual evolution of compensation for executive and non-executive corporate officers and Group employees in France, as well as Group performances’ evolution. Information is presented, for the 2019-2023 period, in accordance with the AFEP guidelines on compensation multiples updated in February 2021. It is also the case for the table on data.
The Group’s governance structure has been composed of a Chairman of the Board of Directors and a Chief Executive Officer.
The corporate office of Chairman of the Board of Directors has been held by Michel de Rosen since May 30, 2017. The corporate office of Chief Executive Officer has been held by Patrick Koller since July 1, 2016.
As for the employees’ scope to be taken into account, FORVIA SE, as the holding company of the Group, and having only seven employees for a total France headcount of 8,824 employees, as of December 31, 2023 it has been decided to take into consideration a more representative scope for the Business Group in France, and to take into account all French legal entities integrated into the Group (HELLA perimeter excluded) from January 1 to December 31(3), according to AFEP-MEDEF Code (§26-2) and AFEP guidelines on compensation multiples, updated in February 2021.
It is specified that the Group’s French headcount only represents, at the end of 2023, 7% of the Group’s total headcount and includes nearly 60% of non-executive employees.
The compensations taken into account in calculations are those French employees of the Group (HELLA perimeter excluded) who were present throughout the entire year in question. The compensation for part-time employees has been recalculated to the full-time equivalent. The components of the compensation used for these ratios have been calculated on the basis of the fixed and variable compensation paid over the course of the fiscal years in question, including incentive plans and profit-sharing, as well as the performance shares granted, to the target, over the same fiscal years and recorded at fair value(4). Short-time working allowances were also taken into account. Only additional pension schemes that represent a posterior benefit to the contract and corporate offices were not taken into account.
The increase of the Chief Executive Officer's compensation in 2023, for the purpose of the equity ratio, is mainly linked to the amount of his annual variable compensation for 2022 paid in 2023, in comparison to previous financial year (2022). This increase in linked to the very good results in terms of transformation of the Group, implementation of the strategy and preservation of financial results as mentioned in sections 3.3.1.2.2. and 3.3.1.2.2.2. of the 2022 Universal Registration Document.
In addition, the performance criterion used to assess Group performance is the operating income. This criterion is established on a consolidated basis.
Table of ratios for I. 6° and 7° of Article L. 22-10-9 of the French Commercial Code
Compensation paid during the fiscal year under review includes variable compensation due for the previous fiscal year |
2019 fiscal year |
2020 fiscal year |
2021 fiscal year |
2022 fiscal year |
2023 fiscal year |
Change (in %) of the compensation(1) for the Chairman of the Board of Directors(2) |
0.0% |
- 4.3% |
4.7% |
0.4% |
0.0% |
Change (in %) in the compensation of the Chief Executive Officer(3) |
8.6% |
4.7% |
24.7% |
- 33.8% |
63.10% |
Information on the scope of the listed company |
|
||||
Change (in %) of employees’ average compensation |
The scope of the listed company is not relevant since it only comprises six employees, excluding the Chief Executive Officer. It was deemed more representative to include all of the Group’s French legal entities in the enlarged scope, with the exception of companies that joined or left the Group during the five years in question. On average, over the five years studied, the scope represents nearly 95% of French employees. |
||||
Employee’s average compensation ratio |
|||||
Change in ratio (in %) versus previous fiscal year |
|||||
Employees’ median compensation ratio |
|||||
Change in ratio (in %) versus previous fiscal year |
|||||
Additional information on a broader scope (French legal entities) |
|
||||
Change (in %) of employees’ average compensation in French legal entities |
3.1% |
0.2% |
6.1% |
0.5% |
8.6% |
Chairman of the Board of Directors |
|
|
|
|
|
Employee’s average compensation ratio |
5.8 |
5.6 |
5.5 |
5.5 |
5.1 |
Change in ratio (in %) versus previous fiscal year |
- 3.0% |
- 4.0% |
- 1.4% |
- 0.1% |
-7.9% |
Employees’ median compensation ratio |
7.9 |
7.5 |
7.7 |
7.6 |
7.1 |
Change in ratio (in %) versus previous fiscal year |
- 4.2% |
- 4.9% |
0.03% |
- 2.5% |
-6.6% |
Chief Executive Officer (CEO) |
|
|
|
|
|
Employee’s average compensation ratio |
70.0 |
72.4 |
85(4) |
56 |
84.1 |
Change in ratio (in %) versus previous fiscal year |
5.3% |
4.5% |
17.4%(4) |
- 34.1% |
50.2% |
Employees’ median compensation ratio |
94.6 |
97.9 |
120.0(4) |
77.1 |
117.5 |
Change in ratio (in %) versus previous fiscal year |
7.3% |
4.6% |
22.6%(4) |
- 35.7% |
52.3% |
Group performances |
|
|
|
|
|
Operating margin (in € millions)(5) |
|
|
|
|
|
Change (in %) versus previous fiscal year |
0.7% |
- 67.4% |
106.2% |
23.1% |
35.7% |
|
3.3.1.4.Tables summarizing the components of the compensation paid or awarded for the fiscal year just ended to executive corporate officers
The tables below present a summary of the compensation and benefits paid during the 2021 fiscal year or awarded in respect of this same fiscal year to the executive and non-executive corporate officers.
3.3.1.4.1.Summary of the components of compensation paid to the Chairman of the Board of Directors during the 2022 period or awarded in respect of this same period
Components of compensation |
Amounts granted in respect of the fiscal year just ended or accounting valuation |
Amounts paid during the fiscal year just ended |
Presentation |
Fixed compensation |
€265,200 |
€265,200 |
The principles for determining the compensation of Michel de Rosen as Chairman of the Board of Directors, as well as the methods for implementing it (the “2023 Compensation”), are respectively described (i) in the compensation policy for the Chairman of the Board of Directors set out in Section 3.3.4.1.2 “Compensation policy for the Chairman of the Board of Directors” of the 2022 Universal Registration Document and of this Universal Registration Document (the “2023 and 2024 Compensation Policies”) and (ii) in Section 3.3.1.1.2.1 “Fixed annual compensation” of this Universal Registration Document. The amount of the 2023 fixed annual compensation was set at €300,000 (cap integrating the benefit in kind linked to the provision of a personal assistant). |
Annual variable compensation |
Not applicable |
Not applicable |
No annual variable compensation. |
Multi-annual variable compensation |
Not applicable |
Not applicable |
No multi-annual variable compensation. |
Exceptional compensation |
Not applicable |
Not applicable |
No exceptional compensation. |
Stock options, performance shares or any other long-term benefit |
Not applicable |
Not applicable |
No stock subscription or purchase options grant, performance shares, or any other long-term benefits. |
Compensation as Board member |
Not applicable |
Not applicable |
No compensation awarded as Board member |
All benefits (including social protection) |
€46,189 (including accounting valuation of €41,424) |
€46,189 (including accounting valuation of €41,424) |
The 2023 Compensation is respectively described in (i) the 2022 and 2023 Compensation Policies and (ii) Section 3.3.1.1.2.2 “Benefits in kind and social protection” of this Universal Registration Document. |
Termination payment |
Not applicable |
Not applicable |
No termination payment. |
Non-competition indemnity |
Not applicable |
Not applicable |
No non-competition indemnity. |
Supplementary pension schemes |
Not applicable |
Not applicable |
No supplementary pension scheme benefit. |
3.3.1.4.2.Summary of the components of the compensation of the Chief Executive Officer paid during the 2023 fiscal year or awarded for the same fiscal year(5)
Components of compensation |
Amounts granted in respect of the fiscal year just ended or accounting valuation |
Amounts paid during the fiscal year just ended |
Presentation |
---|---|---|---|
Fixed compensation |
€1,100,000 |
€1,100,000 |
The principles for determining the compensation of Patrick Koller as Chief Executive Officer, as well as its implementation methods (the “2023 Compensation”) are respectively described (i) in the compensation policy for the Chief Executive Officer in Section 3.3.4.1.3 “Compensation policy for the Chief Executive Officer” of the 2022 Universal Registration Document (the “2022 Compensation Policy”) and this Universal Registration Document (the “2023 and 2024 Compensation Policies”) and (ii) in Section 3.3.1.2.2.1 “Fixed annual compensation” of this Universal Registration Document. |
Annual variable compensation |
€1,782,921 (amount to be paid in 2024 subject to a favorable vote by the General Meeting) |
€1,980,000 (compensation for the 2022 fiscal year, paid in 2023 following a favorable vote 84.27% by the General Meeting of May 30, 2023, on the components of the compensation paid or awarded for the 2022 fiscal year [10th resolution]). |
The 2023 Compensation is respectively described in (i) the 2023 Compensation Policies and (ii) Section 3.3.1.2.2.2 “Variable annual compensation” of this Universal Registration Document. At a meeting held on February 16, 2024, the Board of Directors, on the recommendation of the Compensation Committee, determined and finalized the total annual variable compensation to be awarded to Patrick Koller (Chief Executive Officer) for the fiscal year ended on December 31, 2023, as follows:
In accordance with the provisions of Article L. 22-10-34 of the French Commercial Code, the variable compensation for the fiscal year ended December 31, 2023, shall be paid only after the shareholders have approved the components of compensation paid during the course of the 2023 fiscal year or awarded in respect of the same fiscal year to Patrick Koller, Chief Executive Officer. |
Multi-annual variable compensation |
Not applicable |
Not applicable |
No multi-annual variable compensation. |
Exceptional compensation |
Not applicable |
Not applicable |
No exceptional compensation. |
Stock options, performance shares or any other long-term benefit |
Options = not applicable Performance shares = €2,603,606 calculated on the maximum number of shares granted under plan no. 15. |
Options = not applicable Performance shares = not applicable |
No stock subscription or purchase options grant.
The compensation for 2023 is respectively described (i) in the 2022 and 2023 Compensation Policies and (ii) in Section 3.3.1.2.2.3 “Performance Shares” of this Universal Registration Document.
Introductory information: Plan delivered in 2023 / Plan for which the performance assessment took place in 2023 / Plan for which the performance conditions are set by reference to the 2023 fiscal year:
|
|
|
|
|
|
|
|
Plan awarded in 2023:
|
|
Other long-term benefits = not applicable |
Other long-term benefits = not applicable |
No other long-term benefits grant. |
Compensation as Board member |
Not applicable |
Not applicable |
No compensation awarded as Board member. |
All benefits (including social protection) |
€29,310 (of which €21,850 in accounting valuation) |
€29,310 (of which €21,850 in accounting valuation) |
The 2023 compensation is respectively described (i) in the 2022 and 2023 Compensation Policies and (ii) in Section 3.3.1.2.2.8 “Benefits in kind and social protection” of this Universal Registration Document. |
Termination payment |
Not applicable |
No payments during the fiscal year |
The 2023 compensation is respectively described (i) in the 2022 and 2023 Compensation Policies and (ii) in Section 3.3.1.2.2.5 “Termination payment” of this Universal Registration Document. Patrick Koller benefits from a termination payment since July 25, 2016. This scheme, which was authorized for Patrick Koller, Chief Executive Officer, by the Board of Directors’ decision of July 25, 2016, under the conditions set forth under Article L. 225-42-1 of the French Commercial Code (now repealed and reproduced in Articles L. 22-10-4 and L. 22-10-8 of the French Commercial Code), was approved by the General Meeting of May 30, 2017 (fifth resolution). It was then adjusted by the Board of Directors on February 14, 2020, solely in order to align the calculation methods for the reference compensation with that of the non-compete clause, and approved in accordance with the law by the General Meeting of June 26, 2020, in the context of the 2020 vote on the compensation policy for the Chief Executive Officer (16th resolution). It has not been modified since that date. |
Non-competition indemnity |
Not applicable |
No payments during the fiscal year |
The 2023 compensation is respectively described (i) in the 2022 and 2023 Compensation Policies and (ii) in Section 3.3.1.2.2.6 “Non-competition indemnity” of this Universal Registration Document. Patrick Koller (Chief Executive Officer) has been bound by a non-compete covenant since February 14, 2020, and benefits from a related indemnity since June 26, 2020. The decision was taken by the Board of Directors on February 14, 2020, and approved in accordance with the law by the General Meeting of June 26, 2020, as part of the 2020 vote on the Chief Executive Officer’s compensation policy (16th resolution). The terms of this commitment remained unchanged in 2022. |
Supplementary defined contribution pension scheme (Article 83 of the French General Tax Code) and supplementary defined benefits pension scheme (Article 39 of the French General Tax Code) Frozen supplementary pension schemes: Defined benefits pension scheme and specific pension scheme (Article 39 of the French General Tax Code) |
Not applicable |
No payments during the fiscal year |
The 2023 compensation is respectively described (i) in the 2022 Compensation Policies described in the 2021 Universal Registration Document and (ii) in Section 3.3.1.2.2.4 “Pension schemes” of this Universal Registration Document.
|
3.3.2.Board members’ compensation for the 2022 and 2023 fiscal years
The principles for determining the compensation of Board members for 2023 are described in the compensation policy for Board members in Sections 3.3.4.1.1 “Compensation policy for Board members” of the 2022 Universal Registration Document.
It is recalled, in summary, that according to this compensation policy, the Board members receive as compensation for their activity a sum composed of:
- ■a fixed part;
- ■a predominantly variable part linked to the effective attendance;
- ■for Board members not residing in France, one additional allowance to take into account geographical remoteness for any physical participation in a Board meeting.
In addition, the Chairman of the Board of Directors and the Chief Executive Officer of FORVIA do not receive compensation for their office as Board members.
The General Meeting of June 26, 2020 (10th resolution) set the maximum amount of compensation that may be paid to Board members at €900,000, this maximum amount has remained unchanged since that date. Concerning the numerical distribution rules for 2022/2023, the Board of Directors decided, at its meeting of February 18, 2022, to maintain the compensation scale as adjusted at the meeting of February 15, 2018. This scale is as follows:
|
Fixed compensation(1) |
Variable compensation per session |
Compensation for Board members not residing in France |
Board of Directors |
€12,000 |
€3,000 |
€3,000 per Board meeting attendance |
Committees |
|
|
|
|
€10,000 |
€2,500 |
- |
|
€15,000 |
€3,500 |
- |
|
In accordance with the rules described above, the table shows the gross amounts paid during/awarded in respect of fiscal years 2022 and 2023 to the Board members (non-executive corporate officers).
The components of compensation of the Board members are in accordance with the provisions adopted by the Board of Directors upon the recommendation of the Compensation Committee, constituting the compensation policy for the Company’s corporate officers as voted by the General Meeting held on May 30, 2023 (11th resolution adopted by 98.95% of the votes).
Table No. 3 (AFEP-MEDEF Code and AMF recommendation No. 2021-02)
Board members (non-executive corporate officers) (gross amounts in €) |
2022 fiscal year(1) |
2023 fiscal year(1) |
|
||
---|---|---|---|---|---|
Amount granted |
Amount paid(2) |
Amount granted |
Amount paid(3) |
|
|
Jürgen BEHREND |
25,636 |
- |
9,429 |
25,636 |
|
% fixed part |
30% |
- |
36% |
- |
|
% variable part |
70% |
- |
64% |
- |
|
Daniel BERNARDINO |
87,500 |
79,500 |
70,500 |
87,500 |
|
% fixed part |
25% |
- |
31% |
- |
|
% variable part |
75% |
- |
69% |
- |
|
Michael BOLLE |
- |
- |
43,071 |
- |
|
% fixed part |
- |
- |
34% |
- |
|
% variable part |
- |
- |
66% |
- |
|
Judy CURRAN |
55,909 |
- |
48,000 |
55,909 |
|
% fixed part |
20% |
- |
25% |
- |
|
% variable part |
80% |
- |
75% |
- |
|
Odile DESFORGES |
93,000 |
112,000 |
65,500 |
93,000 |
|
% fixed part |
29% |
- |
41% |
- |
|
% variable part |
71% |
- |
59% |
- |
|
Esther GAIDE |
- |
- |
37,071 |
- |
|
% fixed part |
- |
- |
39% |
- |
|
% variable part |
- |
- |
61% |
- |
|
Penelope HERSCHER |
87,500 |
79,500 |
67,000 |
87,500 |
|
% fixed part |
25% |
- |
33% |
- |
|
% variable part |
75% |
- |
67% |
- |
|
Valérie LANDON |
75,000 |
76,000 |
58,000 |
75,000 |
|
% fixed part |
29% |
- |
38% |
- |
|
% variable part |
71% |
- |
62% |
- |
|
Jean-Bernard LÉVY |
77,500 |
86,500 |
71,500 |
77,500 |
|
% fixed part |
35% |
- |
38% |
- |
|
% variable part |
65% |
- |
62% |
- |
|
Yan MEI |
57,000 |
48,000 |
15,429 |
57,000 |
|
% fixed part |
21% |
- |
22% |
- |
|
% variable part |
79% |
- |
78% |
- |
|
Denis MERCIER |
89,500 |
77,500 |
65,500 |
89,500 |
|
% fixed part |
30% |
- |
41% |
- |
|
% variable part |
70% |
- |
59% |
- |
|
Peter MERTENS |
84,500 |
73,500 |
21,429 |
84,500 |
|
% fixed part |
26% |
- |
35% |
- |
|
% variable part |
74% |
- |
65% |
- |
|
Nicolas PETER |
- |
- |
20,143 |
- |
|
% fixed part |
- |
- |
25% |
- |
|
% variable part |
- |
- |
75% |
- |
|
Robert PEUGEOT/Peugeot 1810(4) |
77,000 |
99,167 |
55,500 |
77,000 |
|
% fixed part |
29% |
- |
40% |
- |
|
% variable part |
71% |
- |
60% |
- |
|
Emmanuel PIOCHE |
75,000 |
76,000 |
55,500 |
75,000 |
|
% fixed part |
29% |
- |
40% |
- |
|
% variable part |
71% |
- |
60% |
- |
|
Total |
885,045 |
864,629 |
703,571 |
885,045 |
|
% fixed part |
28% |
- |
36% |
- |
|
% variable part |
72% |
- |
64% |
- |
|
|
|
The compensation granted to the Board members for the 2023 fiscal year is stable, with the number of meetings of the Board of Directors and its Committees organized in 2023 remaining high, in particular given the refinancing of the acquisition of HELLA and the difficult economic environment.
The relative proportion between the fixed and variable portion of compensation allocated to Board members in respect of the 2023 fiscal year is as follows: 36% for the fixed part and 64% for the variable part.
Board members (non-executive corporate officers) received no other compensation from the Company or any company within the consolidation scope as per Article L. 233-16 of the French Commercial Code.
Finally, it is stipulated that as the Board of Directors is composed in accordance with the provisions of the first paragraph of Article L. 225-18-1 of the French Commercial Code, the payment of the compensation allocated to the Board members has not been suspended.
3.3.3.Compensation of the Group’s operational management for the 2023 fiscal year
3.3.3.1.Executive Committee
The total amount of compensation paid during the 2023 fiscal year to the Executive Committee members in office as of December 31, 2023 (including the Chief Executive Officer), amounts to €16,679,288.
The compensation of the Executive Committee members, excluding the Chief Executive Officer, includes a variable bonus. Performing on target can result in a bonus worth 65% of the base salary. Should targets be exceeded, this percentage can rise to 118.63% of the base salary.
Since 2022, at target level, the variable compensation system is composed of a part based on financial performance criteria, accounting for 50%, a part based on the reduction of CO2 emissions for 15%, and a part based on individual performance criteria, accounting for 35%. The financial performance criteria (50%) relate to net debt/EBITDA for the Group criterion, and operating income and cash flow assessed (i) for the Business Groups or regions at direct scope of responsibility for 80%, and (ii) at Group level for 20%. For the functional departments, these criteria are assessed in full at Group level.
If the employment contract of an Executive Committee member (excluding the Chief Executive Officer) is terminated by the employer, he or she may receive contractual termination payment of up to 12 months’ compensation, in addition to legal and collective bargaining agreement indemnities, depending on the position held. This amount is not payable in the event of gross or serious misconduct.
Members of the Executive Committee also benefit from the performance share plans granted by the Board of Directors. At December 31, 2023, plans nos. 12, ESPI, 13, 14 and 15, were granted and not yet vested. They were granted by decision of the Board of Directors of October 22, 2020, July 23, 2021, October 25, 2021, July 28, 2022, and July 26, 2023. The Board of Directors’ meeting of October 12, 2017, decided that starting with plan no. 6 and for all plans established subsequently, all Executive Committee members must retain at least 20% of the shares acquired under each plan. This requirement of a percentage threshold for each plan cease to apply once the Executive Committee member in question holds a number of shares that corresponds to one year of base gross compensation, factoring in all the shares owned including shares resulting from plans already established, and it will again become applicable in the event that the member no longer holds the target number of shares corresponding to one year of base gross compensation. In any event, this ownership requirement will no longer apply when the Executive Committee member in question steps down from the Committee (the provisions applicable to the Chief Executive Officer are described in Section 3.3.1.2.2.3 “Performance shares” of this Universal Registration Document).
3.3.3.2.Group Leadership Committee
The members of Faurecia’s Group Leadership Committee have an interest in the short-term results, through a variable system of target bonuses.
Since 2022, at target level, the variable compensation system is composed of a part based on financial performance criteria, accounting for 50%, a part based on the reduction of CO2 emissions for 15%, and a part based on individual performance criteria, accounting for 35%.
The financial performance criteria (50%) relate to the operating margin and cash flow (i) at direct scope of responsibility (Business Groups or regions) for 80% and (ii) at the scope of responsibility immediately above for 20%. For the functional departments, these criteria are assessed in full at Group level, the financial criterion for the Group level being the ratio of net debt to EBITDA.
The members of the Group Leadership Committee also benefit from the performance share plan instituted by the Board of Directors, according to the same terms and conditions as the members of the Executive Committee (see Section 3.3.3.1 “Executive Committee” above).
3.3.4.Compensation policy for corporate officers and implementation for 2024
3.3.4.1.Compensation policy for corporate officers
The compensation policy described below is established in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code and takes into account the principles of the AFEP-MEDEF Code in its revised version of December 20, 2022.
The compensation policy for corporate officers is set by the Board of Directors, on the recommendation of the Compensation Committee, which at the date of this Universal Registration Document is composed solely of independent directors (excluding the Board member representing employees).
In the context of a competitive and globalized market, the Board of Directors ensures the competitiveness of the compensation offered and relies for this purpose on the performance of comparative studies, notably conducted by specialized external consultants. The Board of Directors seeks, as far as possible, to align the structure of the Chief Executive Officer’s compensation with that of the Executive Committee members and of the Group Leadership Committee members.
Finally, the Board of Directors pays close attention to the transparency of information relating to the structure and description of the rules provided in the compensation policy.
3.3.4.1.1.Compensation policy for Board members
The General Meeting sets the maximum total annual amount that may be allocated to Board members on the proposal of the Board of Directors.
To determine the level of the annual fixed amount requested at the General Meeting, the Board of Directors performs market analysis and benchmarks on the compensation of Board members in comparable companies in France and Europe and takes into account the compensation forecast, anticipated changes in the composition of the Board of Directors and any special events (establishment of an ad hoc Committee, etc.). The benchmark assessment also applies to the determination of the distribution methods and its implementation.
The Board of Directors ensures that the amount of compensation proposed to the General Meeting reflects the level of responsibility assumed by the Board members and the time they need to devote to their duties.
The Board of Directors, on the proposal of the Compensation Committee and in accordance with the principles below, allocates the amount of this maximum annual budget among the Board members as follows:
- ■a fixed portion, in consideration of their duties as a Board member and, where applicable, as a member or Chairman of a Committee, it being specified that this portion is prorated for the members who joined or left the Board of Directors during the year; and
- ■a predominant variable part based on their actual attendance at meetings of the Board and, where applicable, of the Committee(s) of which they are members.
Board members not residing in France receive an additional amount intended to take into account geographic distance for any physical attendance at a meeting of the Board of Directors (it being specified that this amount may be exceptionally awarded to Board members residing in France when a meeting takes place abroad). When the Board members attend a meeting of the Board of Directors by videoconference or conference call, this additional amount is not paid.
The rules for the distribution of Board members’ compensation may also apply to any ad hoc committee of Board members that may be established to respond to any subject that the Board of Directors considers useful or necessary to follow up on or develop further in the exercise of its missions. The same applies to any seminar which would be organized by the Board of Directors.
Board members representing employees receive compensation under the same conditions and according to the same terms as any other Board member, it being specified that they also receive compensation under their employment contract within the FORVIA group.
In accordance with best governance practices, executive and non-executive corporate officers do not receive compensation for their duties of Board member of FORVIA.
In the event that the maximum amount of the annual fixed amount allocated by the General Meeting is exceeded, provision has been made to apply a reduction coefficient to the amount received by the Board members calculated as follows: (compensation owed to a Board member/total amount of compensation owed) x maximum amount of the fixed annual amount approved by the General Meeting.
In the event of a decision by the Board of Directors to entrust any Board member with a specific task or assignment, he may receive exceptional compensation whose amount will be proportionate to this task or assignment and in accordance with market practices.
Finally, each Board member is entitled to reimbursement, upon presentation of supporting documentation, for traveling expenses incurred by him in the exercise of his duties, within the limits of the ceilings stated by the applicable company policy.
3.3.4.1.2.Compensation policy for the Chairman of the Board of Directors
The Board of Directors ensures that the compensation of the Chairman of the Board of Directors is adapted to the missions entrusted to him, consistent with best market practices and aligned with the interests of all stakeholders in the Company’s business.
The compensation of the Chairman of the Board of Directors is made up of fixed compensation and benefits in kind, to the exclusion of any other compensation components.
Fixed compensation
The fixed annual compensation is the only component of compensation of the Chairman of the Board of Directors, excluding any other compensation (except for benefits in kind and social protection).
The fixed compensation of the Chairman of the Board of Directors is intended to compensate for the responsibilities and duties attached to this corporate office. The determination of the amount of that compensation also takes into account the skills and experiences of the beneficiary and is based on a comparative study issued by an external consultant on the basis of a sample of French listed companies with a separate governance structure.
The Board of Directors has not set any rules regarding the frequency at which the fixed compensation of the Chairman of the Board of Directors is reviewed; however, it is understood that in practice the Board of Directors reviews this compensation regularly. A review may take place during the term of the corporate office in the event of evolution in the range of responsibilities of that function or of the Company or even in relation to market practices.
Other components of compensation
The Chairman of the Board of Directors receives certain benefits in kind, as well as the medical/life/disability insurance plan set up within the Company.
3.3.4.1.3.Compensation policy for the Chief Executive Officer
Pursuant to the recommendations of the AFEP-MEDEF Code, the principles and rules applicable to the determination of the Chief Executive Officer’s compensation are approved by the Board of Directors on the proposal of the Compensation Committee.
The Board of Directors ensures that the compensation policy is adapted to the Company’s strategy and the context in which it operates while ensuring that the compensation of the Chief Executive Officer takes into account social responsibility and environmental (CSR) issues, in particular those relating to carbon neutrality, a strategic priority for the Group.
It also ensures it is in accordance with its corporate interest and that its objective is to contribute to the business strategy and sustainability of the Company and to promote its performance and competitiveness over the medium and long terms.
These objectives are reflected in the determination of stable and long-term compensation structures adapted to the relevant corporate officers in accordance with market practices and, for the Chief Executive Officer, with a major portion of his compensation based on performance criteria related to the implementation of strategy the achievement of which benefits all stakeholders. These elements must also make it possible to attract, retain and retain the Chief Executive Officer.
Fixed annual compensation
The purpose of the fixed compensation of the Chief Executive Officer is to compensate his or her responsibilities and duties. The amount of compensation is also set taking into account the beneficiary’s skills and experience.
The Board of Directors has not set any rules regarding the frequency at which the fixed compensation of the Chief Executive Officer is reviewed; however, it is understood that in practice the Board of Directors reviews this compensation regularly.
The fixed compensation acts as a reference in determining the variable annual compensation percentage and for the valuation of performance shares.
Variable annual compensation
The variable annual compensation is based on quantifiable criteria, which are predominant, and qualitative criteria, it being understood that the award of variable compensation subject to performance criteria is not reserved solely for the Chief Executive Officer. The choice of performance criteria, whether quantifiable or qualitative, is notably led by (i) the search for continuous improvement in the Company’s financial and operational performance and (ii) the consideration of strategic aspects and corporate and social responsibility issues. In this way, they contribute to the compensation policy objectives. These criteria are regularly reviewed and may be modified from time to time in order to continue to fully meet the objectives of the compensation policy.
The Chief Executive Officer’s variable compensation may range from 0% to 180% of his fixed annual compensation depending on the achievement of quantifiable criteria for 75% and individual criteria for 25%.
The Board of Directors sets every year one or several qualitative criteria, which number generally ranges from one to four. They cover strategic, business development and managerial objectives and/or objectives in line with the Group’s values. A weighting is assigned to each, and they are related, where possible, to quantifiable indicators. Qualitative criteria may sometimes not be made public for confidentiality reasons. The achievement of the targets for these criteria are assessed annually by the Board of Directors, on the recommendation of the Compensation Committee, on the basis of objective information mainly stemming from internal and external documents evidencing the potential achievement of these targets.
Long-term compensation in the form of performance shares
The maximum amount of performance share grants can represent no more than 250% of the fixed annual compensation of the Chief Executive Officer at the grant date.
The Company’s performance share granting policy is based on long-term, simple and transparent principles. Therefore:
- ■performance share grants are subject to internal and external performance conditions as well as a presence condition applicable to all French and foreign plan beneficiaries(6);
- ■the vesting period applicable to the plans is four years as from their grant date for all French and foreign plan beneficiaries; the plans include no holding period. It is, however, stated that the Chief Executive Officer must hold a minimum of 30% of the shares acquired from each plan. This threshold requirement ceases to apply when the Chief Executive Officer holds a number of shares corresponding to three years of base gross compensation, factoring in all the previously established plans, and becomes applicable again if the Chief Executive Officer no longer holds the number of target shares corresponding to this level of base gross compensation;
- ■the number of shares attributable under each plan is determined using an external benchmark. In any event, the final grant is dependent on the achievement of performance and attendance conditions.
The fulfillment of these conditions is assessed by the Board of Directors, on the proposal of the Compensation Committee.
The Chief Executive Officer makes a formal commitment not to hedge risks on performance shares granted to him.
Share-based compensation, which is based on both internal and external performance conditions, enables to strengthen the Chief Executive Officer’s loyalty and to focus his actions on the long term while at the same time aligning his interests with the interests of the Company and its shareholders. It thus contributes to the compensation policy objectives.
The Company’s long-term compensation practices are reexamined on a regular basis to ensure their compliance with best market practices.
Pension schemes
The Chief Executive Officer benefits from the same pension scheme as the one provided for the other members of the Group’s Executive Committee with a French contract.
This plan includes a supplementary defined contributions pension scheme, which benefits to all Group’s executives in France, and a supplementary defined benefits pension scheme.
Supplementary defined-contribution pension scheme
The Chief Executive Officer is a beneficiary of the defined contribution pension scheme (Article 83 of the French General Tax Code), open to all Group executives in France with at least one year’s seniority at the time of retirement.
Supplementary defined-benefits pension scheme (Article L. 137-11-2 of the French Social Security Code) subject to performance conditions
The Group has set up a grandfathering pension plan that complies with the new legal requirements set out in Article L. 137-11-2 of the French Social Security Code that has the following characteristics:
- ■eligibility conditions and other conditions for entitlement:
- ■being a member of FORVIA’s Executive Committee,
- ■with a current or suspended employment contract or a corporate office in France,
- ■rights definitively vested after three years on FORVIA’s Executive Committee;
- ■reference salary equal to the gross salary (base and variable, excluding exceptional items) received during the year of membership of the Executive Committee;
- ■rate of vesting: 0% to 3% of the annual reference salary depending on the achievement of performance conditions;
- ■enhanced performance conditions conditioning the vesting of rights and under which, below a minimum target, no vested rights may be granted;
- ■cap on rights acquired under the plan covered by Article L. 137-11-2: 30 points;
- ■furthermore, given that the current Chief Executive Officer may be the beneficiary of rights provided by other supplementary plans offered by the Group (including the defined-benefit pension scheme and the PAPP 1), the aggregate amount of rights under these plans and the plans governed by Article L. 137-11-2 of the French Social Security Code in force are capped as follows:
- ■the sum of pensions under the new scheme and other supplementary plans offered by the Group (including the PAPP) is limited to eight times the Annual Social Security ceilings (€370,944 in 2024),
- ■the sum of the rights acquired under the new scheme and the other supplementary schemes provided by the Group (including the PAPP), may not exceed 25% of the average annual reference compensation received during the last three calendar years preceding the date of cessation of activity or the departure from the Executive Committee if this is earlier,
- ■the annual amount of the total retirement pensions paid under the compulsory plans (basic state plan and supplementary AGIRC-ARRCO plan) and Faurecia group’s specific plans may not exceed 45% of the average annual gross reference salary received during the last three calendar years preceding the date of the cessation of activity or the departure from the Executive Committee, whichever occurs earlier.
- If one of these ceilings is exceeded, rights under the conditional pension scheme PAPP 1 will be reduced by the same amount so that the cumulative amount of pensions does not exceed one of the ceilings described above. However, the application of these ceilings may not, under any circumstances, reduce the rights vested after January 1, 2020, under the PAPP 2 plan;
- ■financing outsourced to an insurance company, to which contributions will be paid annually.
2/ The Chief Executive Officer is also eligible for the defined-benefit plan applicable to all employees contributing to tranche C with a cash compensation greater than or equal to €185,472 (Tranche C) in 2024, the main characteristics of which are as follows: future entitlements are acquired immediately, on the basis of the annual reference salary, which is equal to the portion of the gross annual compensation between four and eight multiples of PASS.
It is specified that for the Chief Executive Officer and in accordance with the provisions of Article L. 137-11-2 of the French Social Security Code, the annual vesting of rights is subject to the achievement of a performance condition linked to the level of achievement of the variable annual compensation (FVC) targets.
Termination payment
The Board of Directors may decide to grant the Chief Executive Officer a termination payment subject to performance conditions and dependent on conditions compliant with the AFEP-MEDEF Code.
Non-compete, non-solicitation, non-poaching and prior notice covenants
Given the nature of the Chief Executive Officer’s duties and the responsibilities entrusted to him and for the sole purpose of protecting the Company’s legitimate interests, a non-compete covenant may be put in place for the Chief Executive Officer in the following conditions.
Benefits in kind, social protection and other compensation items
It is also stipulated that he benefits from the medical/life/disability insurance scheme established within the Company.
He does not receive any compensation for his office as a member of the Board of Directors of FORVIA.
3.3.4.1.4.Potential change in governance and circumstances
Change of governance
To the extent a new Chairman of the Board of Directors (separate from the CEO) or a new Board member is appointed, the compensation policies for the Chairman of the Board of Directors and the Board members, respectively, described above would apply to them (unless the General Meeting decides otherwise).
To the extent a new Chief Executive Officer or one or more Deputy Chief Executive Officers would be appointed, the compensation policy for the Chief Executive Officer as described above would apply to them (unless the General Meeting decides otherwise). The Board of Directors, on the recommendation of the Compensation Committee, would then, by adapting them to the parties concerned, set the amount of the fixed annual compensation, as well as the other components of the compensation, in particular the objectives, performance levels, parameters, structure and maximum percentages, in relation to their fixed annual compensation.
Exceptional exemption from the compensation policy
In accordance with Article L. 22-10-8 III paragraph 2 of the French Commercial Code, in the event of exceptional circumstances, the Board of Directors may waive the application of the compensation policy if this exemption is temporary, in accordance with the Company’s interest and necessary to guarantee the sustainability or viability of the Company.
This option can only be used by the Board of Directors, upon proposal from the Compensation Committee, in the event of exceptional circumstances resulting from an unexpected change in the competitive environment, a significant change in the Group’s scope following a merger or sale, the acquisition or creation of a significant new business activity or the suppression of a significant business activity, a change in accounting method or a major event affecting the markets and/or the Group’s business sector.
This exemption makes it possible to adjust the variable compensation (annual and long-term) (as well as the performance conditions relating to the supplementary defined-benefit pension) of the Chief Executive Officer. Exceptionally, this adjustment may affect, both upward and downward, one or several criteria (including adding or substituting new criteria) and/or their respective weighting and/or objectives of the criteria of the Chief Executive Officer’s variable compensation (annual and long-term) so as to make sure this compensation reflects both the Chief Executive Officer’s and the Group’s performance.
Any decision on derogation must be temporary and duly motivated. It will necessarily have to maintain the alignment of the interests of shareholders and of the management.
Resolutions submitted to the General Meeting
The resolutions relating to the compensation policy for corporate officers that will be submitted to the General Meeting of May 30, 2024, will be included in the prior notice, which will be published in the Bulletin des Annonces Légales Obligatoires and which will also be available on the Company’s website.
3.3.4.2.Implementation in 2024
3.3.4.2.1.Implementation of the 2024 compensation policy for the Chairman of the Board of Directors
On the recommendation of the Compensation Committee, the Board of Directors, at its meeting of February 13, 2024, decided that the Chairman of the Board of Directors would benefit, for 2024, from all the compensation components provided for in the compensation policy.
Fixed annual compensation
It is reminded that since 2017, the Chairman of the Board of Directors' fixed annual compensation has remained unchanged at 300,000 euros.
The Board of the Directors, following the Compensation Committee's recommendation, considered a potential revision of the annual fixed compensation of the Board of Directors' chairman, in particular on the basis of the following criteria:
- ■The increasingly dense work program of the Board of Directors, and thus, of its Chairman;
- ■The benefit of all stakeholders in a strong implication of the Chairman of the Board of Directors in the Group's governance, alongside the Executive Director;
- ■The importance of maintaining competitivity and comparability of compensation levels of the Chairman of the Board of Directors, in comparison to market practices, in particular on the basis of the analysis carried out by an external first-rate firm's analysis.
In this context, the Board of Directors, on the recommendation of the Compensation Committee, decided to increase the Chairman of the Board of Director's annual fixed compensation, from 300,000 euros (current amount) to 400,000 euros (i.e., a 33.33 % increase). This increase is submitted to a favorable vote of the Annual General Meeting set on May 30, 2024, on the chairman of the Board of Directors'compensation policy. If approved, it will only become effective as of January 1st, 2024.
It is reminded that the Board of Directors' internal regulation also provides that the Chairman of the Board of Directors must own a certain number of shares, corresponding to one year of compensation and that he must do so at the latest at the end of the 2 years following his Chairman's nomination.
Benefits in kind and social protection
The Chairman of the Board of Directors receives benefits in kind (the provision of a personal assistant for his activities other than those relating to the Chairmanship of FORVIA and the provision of a vehicle) as well as social protection according to the terms set out in the compensation policy.
3.3.4.2.2.Implementation of the 2024 compensation policy for the Chief Executive Officer
On the recommendation of the Compensation Committee, the Board of Directors, in its meeting held on February 16, 2024, decided that the Chief Executive Officer would receive, for 2024, the compensation items provided for in the compensation policy.
The level of fixed annual compensation, as well as the maximum levels of annual variable compensation and long-term variable compensation achievable and applicable in 2024 would remain unchanged compared to 2023.
The system adopted for 2024 by the Board of Directors in application of the compensation policy is summarized in the graph below. Details for each type of compensation are shown at the end of this graph.
Fixed annual compensation |
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Variable annual compensation |
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Long-term variable compensation |
|
Other components |
---|---|---|---|---|---|---|
Determined by using European Benchmark
€1,100,000* |
|
0-180% of fixed annual compensation
Quantitative criteria (75% at target)*
From 0% to 142.5% of the fixed annual compensation
Net-debt-to-EBITDA ratio and FORVIA synergies (60% at target) + ESG Carbon Neutrality (15% at target)
Individual criteria
From 0% to 37.5% of the fixed annual compensation
One or several criteria covering strategic, business development and managerial objectives |
|
0-250% of the fixed annual compensation
Performance shares subject to presence and performance conditions
|
|
|
|
|
|
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SHORT TERM |
|
LONG TERM |
|
|
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* Subject to approval by our 2024 AGM. |
|
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|
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- ■Compared to the companies in the reference group of the European comparative study conducted for the Board of Directors in 2024, the total compensation of the Chief Executive Officer for 2024 would be, if the objectives/conditions (“targets achieved”) are met, 7% above the median and 4% below the 75th percentile of the companies in the reference group. In the current volatile economic context (in particular, in the automotive industry), the total compensation of the Chief Executive Officer, being largely performance-related, is therefore competitive.
Fixed annual compensation
The Chief Executive Officer benefits from a fixed annual compensation under the terms set out in the compensation policy. This fixed annual compensation was set at €1,100,000 for 2024. It remains unchanged compared to 2023.
Variable annual compensation
The Board of Directors, on the recommendation of the Compensation Committee, has set, in accordance with the terms of the compensation policy, the ceiling for the annual variable compensation for 2024 at 180% of the annual fixed compensation of the Chief Executive Officer, which remains unchanged compared to 2023.
The table below sets out the quantifiable and qualitative criteria for the variable annual compensation for the 2024 fiscal year:
Performance criteria |
Percentage of the annual fixed compensation at target |
Percentage of the annual fixed compensation at maximum |
---|---|---|
|
75% |
142.5%(1) |
Financial quantifiable criteria including: FORVIA net-debt-to-EBITDA ratio FORVIA synergies |
60% 50% 10% |
114% 95% 19% |
Quantifiable environmental criterion related to the reduction of CO2 emissions |
15% |
28.5% |
Individual criteria |
25% |
37.5%(2) |
Total |
100% |
180% |
|
- ■the financial quantifiable criteria relate to the net-debt-to-EBITDA ratio and to the FORVIA synergies relating to HELLA integration. The objectives are set by the Board of Directors in relation to the Group’s deleveraging trajectory post-acquisition of HELLA and the integration plan for HELLA (it being specified that the numerical objectives may be updated by the Board of Directors to take into account any major event affecting the markets and/or the Group’s business sector);
- ■given the strategic importance of contributing to the reduction of greenhouse gas emissions, the Board of Directors has incorporated a quantifiable environmental criterion relating to carbon neutrality (the objectives of which are in line with the Group's trajectory in this area), measured at the level of the consolidated Group, in the variable annual compensation of the CEO. This criterion is relating to a CO2 emission reduction (measured in terms of "tCO2e" for "scopes 1&2" per € million of product sales on the Group perimeter). Since 2022, this criterion has been also added to the annual variable compensation of all eligible Group employees, i.e., 4,800 employees, in order to mobilize all the Group’s resources towards the achievement of the objectives set.
The expected levels of achievement of these criteria are determined by the Board of Directors but are not made public for confidentiality reasons. The expected levels of achievement of the environmental criterion relating to carbon neutrality for 2024 will be communicated a posteriori in 2025, at the same time as the actual achievement rate.
The achievement of the objectives of the criteria is assessed annually by the Board of Directors, after review by the Compensation Committee, (i) on the basis of the 2024 consolidated financial statements approved by the Board of Directors and synergies achieved in the context of the HELLA integration for the financial criteria, and (ii) on the basis of a calculation made by a leading international audit firm, based on data collected by the Group, and verified by an independent third-party verifier, for the environmental criteria relating to carbon neutrality.
Performance share grant
The Chief Executive Officer will benefit from a grant of performance shares according to the terms provided for in the compensation policy.
It is proposed that the Chief Executive Officer benefits for the 2024 financial year from an allocation of performance shares according to the performance conditions aligned with those of the other beneficiaries, which are as follows for 2024:
- ■for a relative weight of 20% based on an internal condition linked to the Group’s operating income. This internal condition will be measured after the third fiscal year ended after the grant date of the performance shares (i.e., 2026 fiscal year) compared with the objectives set by the Board of Directors;
- ■for a relative weight of 25% based on an internal condition linked to the Group’s net cash flow. This internal condition will be measured after the third fiscal year ended after the grant date of the performance shares (i.e., 2026 fiscal year) compared with the objectives set by the Board of Directors;
- ■for a relative weight of 10% based on an internal performance condition related to the gender diversity within the Group’s “Managers and Professionals” category. This internal condition is assessed by comparing the effective percentage of women in the "Managers and Professionals" category in the third fiscal year after the grant date of the performance shares (i.e., 2026 fiscal year) with the target percentage set by the Board of Directors;
- ■for a relative weight of 15% based on an internal condition linked to the reduction of CO2 emissions. This internal condition will be measured in “tCO2e” per € million of sales produced within the consolidated Group scope compared to CO2 emissions in 2019 (adjusted for scope effects);
- ■for a relative weight of 30% based on an external performance condition, i.e., growth of the Company’s net earnings per share assessed between the last fiscal year before the grant date of the performance shares (i.e., 2023 fiscal year) and the third fiscal year ended after the grant date of the performance shares (i.e. 2026 fiscal year). This condition is assessed against the weighted growth of a reference group made up of comparable international automotive suppliers over the same fiscal year.
The reference group is composed of the following European and North American automotive suppliers: Adient (Ireland/USA), Aptiv (formerly Delphi) (USA), Autoliv (Sweden), Autoneum (Switzerland), Borg Warner (USA), Continental (Germany), Dana Incorporated (USA), Lear (USA), Magna (Canada), Plastic Omnium (France), Schaeffler (Germany) and Valeo (France).
This group is intended to be stable over time and may be modified only in the event of significant evolution concerning one of its constituents, in particular in the event of a takeover, merger, de-merger, absorption, dissolution, disappearance or change in business, subject to maintaining the overall consistency of the reference group and enabling an external performance condition consistent with the external performance objective set for the grant to be applied.
The achievement of these conditions will be assessed by the Board of Directors, on the recommendation of the Compensation Committee, on the basis of (i) the consolidated financial statements approved by the Board of Directors (and after necessary restatements) for internal conditions related to operating income and the Group’s net cash flow, (ii) the Group's human resources reporting for the internal condition related to gender diversity, (iii) a calculation carried out by a leading international audit firm, based on data collected by the Group, and verified by an independent third party, for the internal environmental condition relating to the reduction of CO2 emissions, and (iv) a calculation carried out by an external service provider specializing in compensation based on the consolidated financial statements approved by the competent bodies of the Group reference companies and by FORVIA, for the external condition relating to net income per share.
The architecture of the performance share plans is further detailed in Chapter 5 “Capital stock and shareholding structure”, Section 5.2.2 “Potential capital” of this Universal Registration Document.
An equivalent adjustment mechanism to the one implemented from plan no. 14 in case of deviation in the global automobile production volumes may be included in the future plan.
Pension schemes
The Chief Executive Officer benefits from defined-contribution and defined-benefits pension schemes provided for by the compensation policy.
The performance conditions related to the acquisition of pension rights in the frame of the PAPP2 pension scheme have been aligned, for all beneficiaries, on the annual criteria applicable to the annual variable remuneration of the Chief Executive Officer from 2023 onwards.
- ■based on the Group net debt to EBITDA ratio:
- ■1.5% if the net debt to EBITDA ratio for the year is strictly greater than 100% of the set objective,
- ■1.0% if the net debt to EBITDA ratio for the year is strictly greater than 90% and less than or equal to 100% of the set objective,
- ■0.5% if the net debt to EBITDA ratio for the year is strictly greater than or equal to 75% and strictly lower than 90% of the set objective,
- ■0% if the net debt to EBITDA ratio for the year is strictly lower than 75% of the set objective;
- ■based on the FORVIA synergies:
- ■0.3% if the amount of FORVIA synergies is strictly greater than 100% of the set objective,
- ■0.2% if the amount of FORVIA synergies is strictly greater than 90% and less than or equal to 100% of the set objective,
- ■0.1% if the amount of FORVIA synergies is greater than or equal to 75% and strictly lower than 90% of the set objective,
- ■0% if the amount of FORVIA synergies is strictly lower than 75% of the set objective;
- ■based on the environmental criterion related to the reduction in CO2 emissions:
- ■0.45% if the reduction of CO2 emissions is strictly greater than 100% of the set objective,
- ■0.3% if the reduction of CO2 emissions is strictly greater than 90% and less than or equal to 100% of the set objective,
- ■0.15% if the reduction of CO2 emissions is greater than or equal to 75% and strictly lower than 90% of the set objective,
- ■0% if the reduction of CO2 emissions is strictly lower than 75% of the set objective;
- ■based on the level of achievement of the individual objectives composing the variable annual compensation:
- ■0.75% if the achievement of the individual objectives is strictly greater than 100%,
- ■0.5% if the achievement of the individual objectives is strictly greater than 90% and less than or equal to 100%,
- ■0.25% if the achievement of the individual objectives is greater than or equal to 75% and strictly lower than 90%,
- ■0% if the achievement of the individual objectives is strictly lower than 75%.
Since January 1, 2021, the conditions for the acquisition of pension rights for the Chief Executive Officer under the defined-benefit pension scheme applicable to all employees contributing in tranche C are as follows:
- ■0.75% of vesting of pension rights if the level of achievement of the variable annual compensation targets (FVC) for the year is strictly greater than 100%;
- ■0.55% of vesting of pension rights if the level of achievement of the variable annual compensation targets (FVC) for the year is strictly greater than 95% and strictly lower than 100%;
- ■0.35% of vesting of pension rights if the level of achievement of the variable annual compensation targets (FVC) for the year is strictly greater than 75% and strictly less than 95%;
- ■no pension rights are acquired if the level of achievement of the variable annual compensation targets (FVC) for the year is strictly less than 75%.
The maximum yearly rights may not exceed €1,391 (i.e., 0.75% of the difference between €370,944 and €185,472).
In any case, the sum of the vested rights stipulated under tranche C2 and PAPP 2 will not exceed 3% of annual compensation, in line with French regulations.
The financing of the regime will be external, with an insurance company to which yearly contributions will be paid by FORVIA.
Non-competition indemnity, prior notice and non-solicitation/non-poaching
Since June 26, 2020, the Chief Executive Officer is subject to a non-compete covenant in the event of his resignation with an indemnity, prior notice in case of resignation and a non-solicitation/non-poaching obligation in accordance with the terms set out in the compensation policy.
- ■in case of resignation, the Chief Executive Officer is bound by a non-compete covenant prohibiting him, for a period of 12 months following the termination date of his office, (i) from soliciting the Group’s customers or convincing such persons to terminate their business relationship with the Group, (ii) from exercising management, executive, administrative or supervisory duties as an employee or officer of a competitor company and (iii) from acquiring or holding shares (or other securities) representing more than 5% in the share capital of a competitor company;
- ■in consideration for this undertaking, the Chief Executive Officer may receive throughout the period of this undertaking, a monthly payment equal to half of the reference compensation (annual fixed and variable) paid with respect to the 12 months preceding the resignation;
- ■the Board of Directors may unilaterally waive the implementation of this undertaking, within 30 calendar days at the latest, upon the departure of the Chief Executive Officer (in which case the payment will not be due);
- ■the maximum overall payment amount that the Chief Executive Officer will be eligible to receive with respect to the non-competition and/or severance payment may not exceed 24 months of his Reference Compensation;
- ■in addition, in the event of the resignation of the Chief Executive Officer, the Board of Directors may decide that the latter must give six months’ notice. In this case, the resignation shall become effective at the expiration of the six-month notice period (starting from the date of notification of the resignation). The Board of Directors may waive or reduce such six-month notice period. In such a case, the notice period indemnity will be reduced accordingly to the effectively worked period;
- ■lastly, the Chief Executive Officer is bound by a non-solicitation/non-poaching obligation for a period of 12 months from his departure date from the Group.
Termination payment
The Chief Executive Officer is entitled to a termination payment which was authorized by the Board of Directors on July 25, 2016 and approved by the General Meeting of May 30, 2017. It is specified that this was adjusted during the review of the Chief Executive Officer’s package by the Board of Directors on February 14, 2020 solely in order to align the methods for calculating the reference compensation with that of the non-compete clause, and approved in accordance with the law by the General Meeting of June 26, 2020. The terms of the termination payment have not changed since this last General Meeting.
As a reminder, the conditions for obtaining this compensation, which comply with the AFEP-MEDEF Code, are as follows:
- ■the payment is due in case of termination of the Chief Executive Officer’s term of office on the Company’s initiative, subject to his not being terminated due to serious or gross misconduct;
- ■the payment is not due in case of resignation or retirement;
- ■the payment is subject to the achievement of the following performance conditions:
- ■achievement of a positive operating income during each of the three fiscal years closed-out preceding the termination of the Chief Executive Officer’s term of office,
- ■achievement of a positive net cash flow during each of the three fiscal years closed-out preceding the termination of the Chief Executive Officer’s term of office;
- ■the payment is equal to 24 months of the reference compensation calculated on a total compensation basis (annual fixed and variable) paid with respect to the 12 months preceding the termination of his corporate office (the “Reference Compensation”). This payment is due if the two conditions described above are fulfilled in each of the three fiscal years concerned, which in practice amounts to the fulfillment of six criteria;
- ■should one of the six criteria not be met, the termination payment is reduced proportionally by 1/6 and may equal 0 should none of these six criteria be fulfilled;
- ■should the Chief Executive Officer’s term of office be shorter than three years, the method of calculating the termination payment is identical, but the number of criteria is adjusted to take into account the actual length of the term of office.
Benefits in kind, social protection and other compensation items
The Chief Executive Officer receives benefits in kind and social protection according to the terms set out in the compensation policy.
For information, it is indicated that Patrick Koller, Chief Executive Officer of the Company, receives compensation for his term of office on the HELLA Shareholders’ Committee (for more information, please refer to the HELLA annual report). Such approach is in line with German corporate standard (notably for listed companies controlled by another listed company).
3.3.4.2.3.Implementation of the 2024 compensation policy for the Board members
The General Meeting of June 26, 2020 (10th resolution) set the maximum total annual amount that may be paid by the Board of Directors to its members at €900,000. This amount has remained unchanged since that date.
On the recommendation of the Compensation Committee, the Board of Directors reviewed the Board members' compensation in order to maintain the competitiveness and comparability of the Board members' compensation with the companies of the main stock market indices in France (CAC40, CACNext 20, CACLarge60, SB120, CACMid60).
On this basis, the Board of Directors, at its meeting of December 14, 2023, decided that it was desirable to modify the structure and level of the Board members' compensation, in order to continue to attract the best profiles.
In particular, the Board of Directors noted that the average annual fixed compensation of FORVIA's Board members is currently lower than the average annual fixed compensation offered by the companies in the stock market indices studied (CAC40, CACNext 20, CACLarge60, SB120, CACMid60).
In this context, the Board of Directors, on the recommendation of the Compensation Committee, decided to:
- ■propose to the General Meeting of May 30, 2024, an increase in the total annual compensation package for Board members from €900,000 to €1,200,000;
- ■subject to approval by the General Meeting of May 30, 2024, of the increase in the overall maximum annual compensation package for Board members referred to above, to revise certain rules for allocating this package as follows:
- ■the fixed part (annual fixed amount for participation in the work of the Board of Directors) would be set at €25,000 (compared to €12,000 currently),
- ■the variable part (amount per meeting of the Board of Directors – actual attendance) would be set at €5,000 (compared to €3,000 currently),
- ■the fixed part and the variable part for participation in, or chairmanship of, committees would remain unchanged,
- ■Board members who are members of an ad hoc Committee would receive variable compensation in the amount of €2,500 per meeting (actual attendance); there is no fixed portion for participation in an ad hoc committee.
The other principles used to determine the Board members' compensation, as described in section 3.3.2. “Compensation policy for Board members for the 2022 and 2023 fiscal years” and Section 3.3.4.1.1. “Compensation policy for Board members” of this Universal Registration Document would remain unchanged.
|
Fixed compensation(1) |
Variable compensation per session |
Compensation for Board members not residing in France |
Board of Directors |
€25,000 |
€5,000 |
€3,000 per Board meeting attendance |
Committees |
|
|
|
|
€10,000 |
€2,500 |
- |
|
€15,000 |
€3,500 |
- |
Ad hoc Committees |
N/A |
€2,500 |
- |
|
This new scale would be applicable with effect from January 1, 2024, subject to the approval at the General Meeting of May 30, 2024, of the increase in the overall annual compensation package for Board members and the compensation policy for Board members; in the absence of such approval, the scale would remain unchanged.
3.4.Summary of compliance with the recommendations of the AFEP-MEDEF Code
The AFEP-MEDEF Code requires detailed reporting on the application of its recommendations and explanations to be provided, if applicable, as to why a company may not have implemented some of them. As of the end of the 2023 fiscal year, FORVIA did not entirely comply with the recommendations contained in the AFEP-MEDEF Code on the following issues.
AFEP-MEDEF Code recommendations |
|
Explanations – Practice followed by the Company |
25.4 Conclusion of a non-competition agreement with an executive corporate officer “The Board also provides that the payment of the non-competition indemnity is excluded when the executive exercises their retirement rights. In any event, no indemnity may be paid beyond the age of 65." |
|
The Board of Directors, on the recommendation of the Compensation Committee, carried out an in-depth review of the structure and components of the Chief Executive Officer’s compensation in 2020 as part of the development of the compensation policy, and decided in particular to submit the Chief Executive Officer to a non-competition undertaking. This mechanism was approved, as part of the compensation policy for the Chief Executive Officer, by the General Meeting of June 26, 2020, under Resolution No. 16. The non-competition undertaking, which lasts 12 months, will apply in the event of the resignation of the Chief Executive Officer. In consideration for this undertaking, the Chief Executive Officer may receive throughout the period of this undertaking, a monthly payment equal to half of the reference compensation (annual fixed and variable) paid with respect to the 12 months preceding the resignation. The non-competition agreement does not expressly provide for a restriction on the payment of the indemnity when the person concerned claims his pension rights, as this principle is now provided for by law. In addition, the non-competition agreement does not provide for an age limit for the payment of the non-competition indemnity. The Board of Directors considers that this recommendation of an age limit is not compatible with the objective of protecting the Group’s interests, as the implementation of a non-competition undertaking is intended to protect the Group’s governance on a permanent basis against a departure of its executive to a competitor. Compensation for such an undertaking is customary and eliminating it beyond the age of 65, when many former executive directors continue to work after that age, does not seem to be in line with the objective of protection sought. The payment of this indemnity is not, however, automatic, as the Board of Directors reserves the right, in light of the circumstances that it will assess and on a discretionary basis, to apply or not apply the non-competition undertaking. If the Board of Directors waives the application of the non-competition undertaking, the non-competition indemnity will not be due to the Chief Executive Officer for the period waived by the Company. |
3.5.Shareholding by corporate officers and transactions in the Company’s securities
3.5.1.Shares held by corporate officers
Pursuant to the Company's bylaws, each Board member must hold at least 20 shares throughout the term of office.
Furthermore, the internal rules of the Board of Directors provide that each Board member must hold 500 shares in the Company, including 20 shares provided for in the bylaws, during the entire term of their corporate office. However, Board members who do not receive compensation in respect of their directorship are only required to hold 20 shares provided for in the bylaws and, in accordance with the law, Board members representing employees are not required to hold a minimum number of shares.
The internal rules of the Board of Directors’ also state that the Chairman of the Board of Directors must hold shares corresponding to one year’s compensation (including the 500 shares held as a Board member) and must comply with this obligation within two years of being appointed as Chairman.
At December 31, 2023, the corporate officers held approximately 3.2% of the Company’s capital stock and 5.3% of the voting rights (including 3.1% of the capital stock and 5.1% of the voting rights held by Peugeot 1810).
Details of the number of shares held by each corporate officer are provided in the summary table in section 3.1.2.1. “General information on the composition of the Board of Directors” and in the biographies of the Board members in section 3.1.2.2. "Board members’ expertise, positions and corporate offices as of the date of this Universal Registration Document". It is apparent from this information that, as at December 31, 2023, the Board members comply with the holding obligations laid down in the bylaws and internal rules.
3.5.2.Transactions in the Company’s securities by corporate officers
Since April 14, 2010, the Company has a Code of Conduct for Group employees and executives who have access to insider information by virtue of their positions and offices, with provisions on the management, ownership and disclosure of such information. This Code was amended, for the last time, by the Board of Directors during its meeting held on December 18, 2019. It is available on the governance page of the Company’s website (www.forvia.com).
Under the measures to prevent insider trading within the Group, the Code provides, among others, for blackout periods that require corporate officers as well as persons who have regular or occasional access to accounting or financial information before publication to refrain from trading in FORVIA shares during certain periods surrounding the publication of interim results, annual results and quarterly sales. These periods are as follows:
- ■30 calendar days prior to the publication of the press release on annual or interim results, this period includes the date of publication;
- ■15 calendar days prior to the publication of the quarterly sales, this period includes the date of publication.
The Code also describes the disclosure requirements for securities transactions, which apply to persons with managerial responsibilities within the meaning of the EU Regulation on market abuse and to persons closely associated with them, and lists the transactions to be disclosed since the regulation entered into force. In accordance with the applicable regulations, corporate officers were informed of disclosure requirements for securities transactions applicable to them as well as to their close associates.
The Code also states that when there is any doubt relating to the information held, the persons concerned must inform the Group’s Chief Financial Officer who, in their capacity as compliance officer, will have 24 hours to offer an opinion on the planned transaction.
Lastly, the Code notes the obligation that corporate officers hold shares in registered form and, more generally, the sanctions for insider trading or disclosure of insider information.
The Company has set up an Insider Information Committee whose role is to identify and qualify insider information on a case-by-case basis, and then to decide whether or not to defer the publication of this information with regard to the applicable regulations, the positions and recommendations of the Autorité des Marchés Financiers (AMF) and the guidelines of the European Securities and Markets Authority.
Transactions carried out during the fiscal year ended December 31, 2023, by corporate officers and persons closely related to them and which have been notified to the Autorité des Marchés Financiers (AMF) and to the Company, in application of the provisions applicable regulations, are presented in the table below:
Declarant |
References of the AMF decision/notice |
Financial instrument |
Number |
Transaction type |
Date of transaction |
Date of receipt of the declaration |
Transaction venue |
Unit price |
Amount of transaction |
Patrick KOLLER |
2023DD937019 |
Shares |
5,365 |
Delivery of performance shares |
October 9, 2023 |
November 7, 2023 |
Outside a trading venue |
N.A. |
N.A. |
3.6.Declarations of the members of the Board of Directors and Executive Management
Within the framework of an active conflict of interests management policy and to collect the information required under Annex 1 item 12 of European Regulation No. 2019/980, each year the Company provides its Board members with a detailed questionnaire allowing them to obtain the information required and thus make the necessary declarations.
To the Company’s knowledge and on the date this Universal Registration Document was drawn up, there is no family relationship between FORVIA's corporate officers.
Moreover, to the Company’s knowledge and on the date this Universal Registration Document was drawn up, none of the members of the Board of Directors and Executive Management have, within the last five years:
- ■been found guilty of fraud;
- ■been incriminated by a statutory or regulatory authority (including designated professional bodies);
- ■been publicly sanctioned by a statutory or regulatory authority (including designated professional bodies);
- ■been banned by a tribunal from serving as a member of an administrative, management or supervisory body or from being involved in the management of an issuer;
- ■been involved in a bankruptcy, receivership, liquidation, or receivership of companies having served as a member of an administrative, management or supervisory body.
To the Company’s knowledge and on the date this Universal Registration Document was drawn up, no potential conflicts of interest have been identified between the duties of each of the members of the Board of Directors and the Executive Management with regard to the Company and their private interests and/or other duties. It is specified that one Board member, Peter Mertens, whose mandate expired at the end of the annual general meeting dated May 30, 2023, has a minority interest in a start-up in which the Group has made a very small investment (less than 0.03% of the Group’s sales of the period during which the investment was made (2019) and was appointed, in November 2019, as a Board member of this Company. It is noted that this investment was made prior to the effective appointment of Peter Mertens as a Board member of the Company, that the investment conditions are similar for all minority investors (including the Company), that the Company does not have voting rights on the Board of Directors of this start-up and that the decisions on this investment are not made at the level of the Board of Directors of the Company. In addition, if a conflict of interest were to arise, the provisions of the internal rules on this subject would apply (for details of these rules, see Section 3.1.3.1. “Organization of the Board of Directors”, paragraph “Board members’ obligations”).
As part of the HELLA acquisition, the Company made a commitment for representation of the HELLA family pool on the Company’s Board of Directors. This commitment continues as long as the HELLA Family Pool holds at least 5% of the Company’s capital stock.
In accordance with the Investment Agreement of August 14, 2021, as subsequently amended, the HELLA family pool has undertaken not to sell:
- ■for a period of 18 months from the date of completion of the acquisition, i.e., until July 31, 2023, their shares held in the Company;
- ■during a period of 12 months as from the expiry of the preceding period described above, i.e., until July 31, 2024, more than 5% of the Company’s capital stock (as outstanding on July 31, 2023).
These lock-up commitments are subject to the usual exceptions in this respect, formalized in a contract under German law entered into between Faurecia and the members of the HELLA family pool on January 27, 2022, entitled the “Blocking Agreement”. Moreover, the Company has been informed of the execution by the HELLA family pool of a shareholders’ agreement constituting a concert action vis-à-vis Faurecia. This shareholders’ agreement also provides for preemptive rights to the benefit of the other members of the HELLA family pool on shares held by a member excluded from the shareholders’ agreement.
Lastly, to the Company’s knowledge and as of the date of this Universal Registration Document, there are no other restrictions accepted by the members of the Board of Directors and Executive Management concerning the sale, within a certain time period, of the Company’s shares they hold, with the exception of (i) the provisions of the bylaws and the internal rules on shareholding (see section 3.5.2. “Transactions in the Company's securities by corporate officers” of this Universal Registration Document) and (ii) the holding obligation related to the allocation of performance shares to the Chief Executive Officer under the terms of which he must retain at least 30% of the shares effectively vested under each plan. This percentage threshold requirement ceases to apply when the Chief Executive Officer holds a number of shares corresponding to three years of base gross compensation, factoring in all the previously established plans, and becomes applicable again if the Chief Executive Officer no longer holds the number of target shares corresponding to this level of base gross compensation.
3.7.Authorizations relating to sureties, endorsements and guarantees
In accordance with the law and bylaws, the Board of Directors can, within the limit of a total amount which its fixes, authorize the Chief Executive Officer to issue sureties, endorsements and guarantees on behalf of the Company.
In its meeting held on July 26, 2023, the Board of Directors authorized the Chief Executive Officer to issue sureties, endorsements and guarantees within the limits of a global amount of €50 million, up to a limit of €10 million per transaction, for a one-year period. If the Group is required to provide advance payment guarantees or performance bonds for contracts with successive partial deliveries, the Chief Executive Officer is authorized to provide guarantees representing a maximum of €5 million per transaction. It is specified that sureties, endorsements and guarantees provided to tax and customs regimes may be given without any limit on the amount.
3.8.Agreements
3.8.1.Related-party agreements
The Statutory Auditors’ special report on related-party agreements is included in Section 3.8.4 of this Universal Registration Document. It mentions two related-party agreements, signed in 2022, still in force, one of which was renewed twice in 2023. As a reminder, no related-party agreement was entered into during previous fiscal years.
3.8.2.Procedure for assessing ordinary and normal agreements
In accordance with the applicable provisions, the Board of Directors of April 17, 2020, adopted, on the recommendation of the Governance and Nominations Committee (from now on named Governance, Nominations and Sustainability Committee), a procedure to assess ordinary agreements entered into under normal conditions (unregulated agreements) and regulated agreements.
This internal document formalized the procedure applicable to the identification and qualification of agreements prior to their conclusion or amendment. It sets out the role of the Legal department in this assessment process as well as the rules to be taken into account when examining these agreements. The methods used by the Governance, Nominations and Sustainability Committee and the Board of Directors to assess the procedure are also described. It is specified that, as far as possible, the person directly or indirectly affiliated with one of these agreements may not take part in its assessment.
The implementation during the 2023 fiscal year was reviewed by the Governance, Nominations and Sustainability Committee at its meeting of December 12, 2023, and presented to the Board of Directors at its meeting of December 14, 2023.
3.8.3.Service contracts
To the Company’s knowledge and on the date this Universal Registration Document was drawn up, there is no service contract linking a Board member with FORVIA or any of its subsidiaries.
3.8.4.Statutory auditors’ report on related party agreements
Annual General Meeting held to approve the financial statements for the year ended December 31st, 2023
This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
In our capacity as statutory auditors of Forvia, we hereby present to you our report on related party agreements.
We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements indicated to us, or that we may have identified in the performance of our engagement, as well as the reasons justifying why they benefit the Company. We are not required to give our opinion as to whether they are beneficial or appropriate or to ascertain the existence of other agreements. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce), to assess the relevance of these agreements prior to their approval.
Where applicable, it is also our responsibility to provide you with the information required by Article R. 225-31 of the French Commercial Code (Code de commerce) in relation to the implementation during the year of agreements already approved by the General Meeting.
We performed those procedures which we deemed necessary in compliance with professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. These procedures consisted in verifying the consistency of the information provided to us with the relevant source documents from which it is derived.
Agreements submitted for approval to the Annual General Meeting
In accordance with Article R. 225-40 of the French Commercial Code (Code de commerce), we have been notified of the following related party agreements which received prior authorization from your Board of Directors.
With HELLA GmbH & CO. KgaA (hereinafter “HELLA”), subsidiary of your entity
Licence agreement
Under this license agreement, your company authorizes the company HELLA and its affiliates to use the name/brand "Forvia", the slogan "Inspiring mobility" and the related intellectual property rights.
Your Board of Directors has, by deliberation on February 17th, 2023, authorized the renewal of the letter of agreement dated April 1st, 2022 free of charge for a period of nine months.
Your Board of Directors has, by deliberation on December 14th, 2023, authorized the renewal of the letter of agreement dated April 1, 2022, free of charge for a period of six months.
Your Board of Directors has justified this agreement as follows: this new name will help to create a common identity within the group and strengthen the feeling for employees to belong to one and the same group.
Agreements previously approved by the Annual General Meeting
In accordance with Article R. 225-30 of the French Commercial Code (Code de commerce), we have been notified that the following agreements, which were approved by the Annual General Meeting in prior tears, remained in force during the year ended December 31st, 2023.
With HELLA GmbH & CO. KgaA (hereinafter “HELLA”), subsidiary of your entity
Coordination agreement
Under the coordination agreement, your company and HELLA have established a legal framework for their future cooperation in the following areas:
- ■accounting, financial, tax and legal reporting;
- ■risk management;
- ■financial communication;
- ■Forvia and HELLA Group policies;
- ■information sharing;
- ■creation of joint committees; and
- ■establishment of a mechanism for resolving potential conflicts regarding the Coordination Agreement and alignment on certain other relevant aspects.
The coordination agreement was authorized by your board of directors on February 18th, 2022, and concluded on September 14th, 2022. The agreement does not provide for any payments between the parties. However, if any of the measures relating to the proposed cooperation between the Faurecia Group and the HELLA Group were to result in costs or other charges at the company HELLA level, such costs would be included in the "dependency ratio" of the company HELLA and would be compensated by your company.
The coordination agreement has a fixed term of five years from the date of its conclusion and will be automatically renewed for consecutive two-year periods, unless terminated by any party no later than twelve months prior to the expiration of the relevant term. It will automatically terminate six months after the date on which your company ceases to hold, directly or indirectly, at least forty percent of the shares of the company HELLA.
3.9.Other Information
The table summarizing the current delegations of authority granted by the General Meeting in the area of capital increases and showing the use made of these delegations during the period is presented in Chapter 5, Section 5.2.1 “Authorized capital stock” of this Universal Registration Document.
The specific conditions governing shareholders’ participation in the General Meeting or the provisions of the bylaws which outline these conditions are included in Chapter 6, Section 6.1 “Legal information”.
Lastly, factors likely to affect a public takeover bid or exchange are described in Chapter 6, Section 6.1 “Legal information”.
- were only taken into account in 2019 and 2020: companies FAI (634 employees), FIM (93 employees) and FISQ (117 employees), exiting the Group on Octobre 31, 2021 ;
- were only taken into account in 2021 and 2022 : the three French companies of SAS (SAS Automotive France, SAS Logistics France et Cockpit Automotive Systems Rennes) for 225 employees, as they were integrated in the Group in 2020 and were sold in 2023;
- were taken into account as of 2021 : Faurecia Clarion Electronics Europe (357 employees) inttegrated to the Group during 2018 and Clarion Europe (56 employees) integrated in 2019.
4.Environmental
and social performance
4.1.General information
4.1.1.General preparation basis
4.1.1.1.General basis for preparing the sustainable performance declaration
- ■the requirements of Order No. 2017-1180 of July 19, 2017 and Decree No. 2017-1265 of August 9, 2017 creating a Non-Financial Performance Declaration, described in more detail in Articles L. 225-102-1 and R. 225-105 et seq. of the French Commercial Code;
- ■the requirements of law No. 2017-399 of March 27, 2017 on the duty of care.
Non-financial information covers the same scope as that used for the financial statements, i.e. the entire scope of consolidation of the Group excluding equity-accounted companies (see Chapter 1).
FORVIA takes into account its upstream and downstream value chain on all environmental issues (see 4.2.), particularly on the climate (see 4.2.2). The Group includes the stakeholders of its value chain in the reporting: suppliers (see 4.3.2), affected communities (see 4.3.3), consumers and end-users (see 4.3.4). The methodology is detailed in Section 4.5.2.
At the date of publication of this report, Faurecia owns more than 80% of HELLA, and the two companies form the FORVIA group. The consolidation of FORVIA group data is underway for certain topics. To ensure a better understanding, it is important to note the following points:
- ■When the term "FORVIA SE" is used, it refers to the scope of the former Faurecia SE entity.
- ■When the term "FORVIA" is used, it refers to the combined scope of Faurecia SE and HELLA.
4.1.1.2.Disclosure of information relating to specific circumstances
This year, the structure of the chapter on environmental and social performance was reworked in order to anticipate the expectations of the Corporate Sustainability Reporting Directive (CSRD). This chapter is structured according to the architecture of the European Sustainability Reporting Standards (ESRS), in four main sections: general information (see 4.1), Environment (see 4.2), Social (see 4.3) and Governance (see 4.4). It already meets the requirements for some of the information that will need to be published in the 2024 fiscal year.
For FORVIA’s carbon footprint, the Group uses estimates for value chain data. Sources of uncertainty associated with greenhouse gas (GHG) emissions estimates, results and calculation methodology are published in Note 4.5.2. Specificities relating to the reporting scope and the methodologies for calculating GHG emissions, volatile organic compounds (VOCs), and environmental indicators are presented in the same methodological note.
The Group’s vigilance plan is presented in Section 4.3.2.4. and its response to the European Taxonomy in Chapter 4.2.2.
FORVIA ensures compliance with best environmental, social and societal practices and adheres to recognized international norms and standards. The Group also relies on recognized CSR partners and methodologies to monitor and support its supply chain, develop its climate strategy and protect biodiversity, as well as international reporting frameworks to ensure transparency.
FORVIA’s CSR strategy participates in the United Nations Sustainable Development Goals (SDG): adopted in 2015 by 193 countries at the United Nations, the 17 Sustainable Development Goals constitute an action plan for a fair transition towards sustainable development by 2030. FORVIA supports these goals and contributes to them through its CSR strategy.
4.1.2.Governance of Social and Environmental Responsibility (CSR)
4.1.2.1.CSR governance bodies
The sustainable development strategy is subject to regular strategic and operational monitoring by the Executive Committee through a dedicated working group and by the Board of Directors through a specific Committee.
- ■The Governance, Nominations and Sustainability Committee of FORVIA SE’s Board of Directors notably reviews the Group’s sustainable development performance through:
- ■the analysis of non-financial risks;
- ■the review of sustainable development performance;
- ■discussions on the areas of focus of the sustainable development strategy.
At December 31, 2023, this Committee was composed of three independent members: Jean-Bernard LÉVY (Chairman), Penelope Herscher and Michel de Rosen. They met six times in 2023. Its members include the Chairman of the Board of Directors and two members of the Board of Directors with specific expertise in CSR matters (see 3.1.2.2).
- ■FORVIA SE Executive Committee’s Sustainable Development Steering Committee defines and guides the sustainable transformation strategy, through:
- ■the definition of the sustainable development roadmap and its associated action plans;
- ■discussions on the integration of sustainable development into the Group’s strategy;
- ■the management of sustainable development performance and the vigilance plan.
This working group is composed of 12 people, including six women and six men. The group members were chosen according to their scope of responsibility in relation to sustainability issues.
the Group meets every quarter. Since 2022, the HELLA representative in charge of sustainable development has been one of the members of this Committee.
- ■The operational Sustainable Development Committee monitors the performance and implements the associated action plans. The Committee is composed of climate coordinators and CSR sponsors at the level of each key Group function and in the Business Groups. They ensure the integration of CSR into the Group’s policies and processes and the implementation of CSR in the functions and Business Groups. They discuss and share annually:
- ■the new guidelines of the sustainable development strategy;
- ■the results of the action plans;
- ■the mapping of non-financial risks;
- ■the review of the annual non-financial audit.
4.1.2.2.Information provided to the CSR governance bodies
The Group’s Business Groups present their three-year strategic plan to the Executive Committee. This plan incorporates both the business roadmap (planning, budget, resources, KPIs, etc.) and sustainable development issues, particularly climate-related issues (energy consumption and CO2 emissions).
FORVIA SE’s Sustainable Development department manages and coordinates the Group’s sustainable development strategy. The department reports on the analysis of CSR risks and opportunities, as well as the progress of the “Inspired to care” roadmap to the Executive Vice President in charge of communications, public affairs and sustainable development.
Lastly, the CSR strategy is shared by everyone internally, and externally via the Group’s annual publication, an annual publication dedicated to sustainable development, a dedicated space on the website and during investor presentations or the Sustainability Day, a physical event that takes place every two years, which is recorded and posted online, for all Group stakeholders.
Sustainability Governance
4.1.2.3.CSR criteria in variable compensation
The variable compensation systems integrate the Group’s strategic objectives and incorporate social and environmental responsibility criteria. They are approved every six months and updated every year.
Target |
Short-term variable compensation |
Long-term variable compensation |
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Chief Executive Officer of FORVIA SE |
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FORVIA SE Top 300 leaders |
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4,800 FORVIA SE managers |
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HELLA Management Board |
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CO2 targets are included in the criteria for the variable compensation of the Chief Executive Officer, FORVIA SE’s Top 300 leaders and FORVIA SE’s 4,800 managers.
4.1.2.4.Due diligence statement
The various elements of due diligence, presented below, are covered throughout this sustainability statement.
Essential elements of due diligence |
Paragraphs in the sustainability statement |
---|---|
Identify and assess adverse impacts |
Materiality analysis and link with the Group’s strategy and business model (see 4.1.3.3.) Vigilance plan (see Section 4.3.2.4) |
Take action to address these adverse impacts |
Vigilance plan (see Section 4.3.2.4) |
Monitor the effectiveness of these efforts and communicate |
Vigilance plan (see Section 4.3.2.4) |
Integrate due diligence into governance, strategy and the business model |
Presentation of governance (see Chapter 2) Vigilance plan (see Section 4.3.2.4) |
Collaborate with relevant stakeholders at all stages of due diligence |
Stakeholders’ interests and points of view (cf 4.1.3.2.) |
4.1.2.5.Group risk management and CSR materiality
- 1 .definition of the Group’s context and associated objectives;
- 2 .assessment of the risk of which the Group is aware;
- 3 .risk management through four levers: terminate or avoid, treat or reduce, transfer or share, tolerate residual risk.
- ■climate transition and its impact on the economy;
- ■environmental impact of operations ;
- ■business ethic ;
- ■talent acquisition and retention ;
- ■Product Quality and Safety ;
- ■workplace safety ;
- ■responsible supply chain.
To mitigate them, the Group has implemented appropriate mitigation strategies. These conclusions, drawn from the 2023 mapping, were sent internally to the departments concerned.
The risks identified are reviewed quarterly by the Risk Committee, in which the Executive Vice Presidents in charge of Legal and Finance participate. The information is communicated to the Board of Directors once a year.
4.1.3.Strategy
4.1.3.1.Sustainable development strategy
FORVIA offers lighting and interior technologies, spare parts and accessories, solutions to enhance Clean Mobility, seats and on-board electronics (see introductory chapter). The Group also offers diagnostic services. These goods and services are intended for the automotive industry and its customers.
FORVIA is committed and mobilized to create a positive impact on society and the planet through its activity and its value chain.
- ■reducing its CO2 footprint and offering Sustainable Mobility solutions;
- ■investing in technology and new business models;
- ■engaging in an open, responsible and balanced dialogue with its stakeholders;
- ■contributing to economic development and the creation of social value through local hiring;
- ■encouraging the greatest possible diversity in its recruitment and career management processes, while promoting working conditions adapted to individual needs;
- ■ensuring the training and career development of its employees.
Guided by the United Nations Sustainable Development Goals, FORVIA’s sustainable development strategy “Inspired to care” is structured around three pillars: Planet, Business, People. It is deployed using a roadmap.
Updated annually, this roadmap presents FORVIA’s commitments and associated action plans, objectives and performance indicators. It is deployed internally by the teams, and the results are measured against the Group’s expectations and commitments to its stakeholders.
4.1.3.2.Stakeholders’ interests and points of view
Dialogue with stakeholders is a driver of FORVIA’s commitment and is a key factor of its local presence. It aims to establish relationships of trust and cooperation. It involves the Group’s different business lines and functions, which contribute to a proactive and constructive approach. Listening and dialogue are therefore key elements in providing relevant and appropriate solutions to all the stakeholders with whom the Group interacts in the course of its business.
In order to take into account the interests and points of view of its main stakeholders, FORVIA has a policy of cooperation with them. For each type of stakeholder, the table below describes the nature of the cooperation and its implementation methods, then the topics of understanding resulting from this dialogue in connection with FORVIA’s strategy or business model.
These points of view and interests are presented to the Group’s governance bodies: twice a year to the Board of Directors’ Governance and Sustainability Committee, twice a year to the Executive Committee, and four times a year to the Executive Committee Steering Committee.
Stakeholders |
Cooperation |
Cooperation arrangements |
Understanding |
Highlights of 2023 |
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Planet care |
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Employees |
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Suppliers |
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Customers |
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Innovation partnerships |
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Investors |
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Local communities |
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4.1.3.3.Materiality analysis and link with the Group’s strategy and business model
In 2018, FORVIA SE carried out its materiality analysis as part of an internal and multidisciplinary working group from several departments, also integrating the survey of around twenty external stakeholders.
The Group’s universe of non-financial issues was built on those selected by peer companies in the automotive sector, and on the basis of the recommendations of the Sustainability Accounting Standards Board (SASB) and the Plateforme Française de l’Automobile (PFA). Each stakeholder then assessed the risks according to a common methodology of frequency and severity.
This materiality analysis is updated every two years by the Executive Committee working group in charge of sustainable development. The next update will be directly integrated into the dual materiality assessment of the European Sustainable Development Reporting Directive (CSRD).
FORVIA drew up a list of its non-financial risks and opportunities to respond to its Non-Financial Performance Declaration (NFPD). These issues are also included in its sustainable development roadmap, “Inspired to care”, with corresponding objectives, indicators and action plans.
This roadmap is monitored quarterly by the Executive Committee working group in charge of sustainable development.
These non-financial risks are embedded and identified within the Group’s risk mapping and its Enterprise Risk Management program enabling them to be managed (see Chapter 2 “Risk factors & Risk management” of this Universal Registration Document).
The non-financial risks are reviewed annually by the Audit Committee of the Board of Directors and every quarter by the Executive Committee and the Group Risk Committee, including the Sustainable Development Director.
4.1.4.Management of impacts, risks and opportunities
4.1.4.1.Process for identifying impacts, risks and opportunities
When producing its materiality matrix in 2019, the Group has defined a method presented above (see 4.1.3.3). It has enabled FORVIA SE to identify the risks and opportunities arising from its activities. The production of this matrix and its results were included in the risk mapping, which is updated quarterly.
4.2.Environment
4.2.1.Environmental policy and culture
4.2.1.1.Environmental impact of operations
From an environmental standpoint, the Group’s overall ambition is to become the most environmentally friendly automotive technology company, aiming for “zero waste”, “zero air, water and soil pollution” and a minimal impact on biodiversity. The Group’s environmental policy therefore focuses on respect for the environment and creating a positive impact on communities. In this context, in addition to ensuring compliance with regulatory requirements and its stakeholders’ demands, the Group aims to reduce the environmental impact of its operations by focusing on reducing its CO2 footprint and its impact on air, water and soil. The Group actively takes measures to protect the environment, prevent pollution, protect biodiversity, and fight against climate change with a commitment certified by SBTi (Science-Based Target initiative) net zero standard, to reduce its scopes 1 & 2 emissions by 80% by 2025, its scope 3 emissions by 45% by 2030 and its scopes 1, 2, and 3 emissions by 90% by 2045 (see Chapter 4.2.3):
- ■ensuring regulatory compliance and meeting the expectations of its stakeholders;
- ■preventing and reducing air, water and soil pollution, by limiting the use of chemical substances of concern throughout the supply chain in order to avoid any accidental discharges into water and soil;
- ■setting and deploying targets for reducing the waste produced and increasing the recycling rate;
- ■reducing its impact on water use, starting with actions in water-stressed areas;
- ■identifying biodiversity action plans for sites located near protected areas;
- ■training employees to develop a personal sense of environmental responsibility;
- ■implementing continuous improvement, in particular by deploying ISO 14001 certification procedures across all production plants, based on the requirements and audits of the FORVIA Excellence System.
The Business Groups implement this policy in their respective scope, and the whole is supervised by the 10 Green Fundamentals which cover all of the focuses above. The Group ensures that their roadmaps are aligned with the highest levels of requirements and targets thanks to audits of 10 Green Fundamentals and system audits.
The environmental policy applies to all of the Group’s Business Groups and regions. It is designed and updated taking into account the expectations expressed by the Group’s stakeholders (see 4.1.3.2. Stakeholders’ interests and points of views).
It is steered by the Group’s HSE+S (Hygiene, Security, Environment and Physical Safety) department. FORVIA SE’s Vice President HSE+S, who himself reports to the Executive Vice President in charge of operations, coordinates a network of HSE Directors in each Business Group and a network of HSE managers at the level of the operational divisions and plants.
The HSE organization of HELLA is also based on an HSE department and an HSE network, and will be gradually integrated with that of FORVIA SE.
4.2.1.2.Environmental impact of operations
In 2023, FORVIA strengthened its environmental prevention management approach at its plants. Until 2022, the Group required plants to deploy the 10 Green Attitudes. Based on a voluntary approach, these 10 attitudes covered the topics of soil and groundwater protection, reduction of energy consumption and CO2 emissions, prevention of air pollution and control of waste production. In 2023, the Group transformed these attitudes into 10 Green Fundamentals, the implementation of which is now mandatory for all sites and verified at least once a year. These Green Fundamentals are based on operational and organizational requirements. The approach, previously on a voluntary basis, therefore became mandatory in 2023 and applicable to all plants worldwide. In 2024, each plant will have to define the deployment plan for the 10 Green Fundamentals.
In addition, each Fundamental includes both general obligations for management, applicable to the entire plant, and specific and very concrete instructions that are communicated to all employees.
The 10 Green Fundamentals for FORVIA plants
PROTECTING THE CLIMATE |
Management directives
Instructions for employees
|
PROTECTING BIODIVERSITY |
Management directives
Instructions for employees
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KEEPING THE LAND AND WATER CLEAN |
Management directives
Instructions for employees
|
COMPLYING WITH REGULATIONS |
Management directives
Instructions for employees
|
PRESERVING WATER |
Management directives
Instructions for employees
|
MANAGING IMPACTS |
Management directives
Instructions for employees
|
REDUCING WASTE & IMPROVING RECYCLING |
Management directives
Instructions for employees
|
MANAGING PERFORMANCE |
Management directives
Instructions for employees
|
PROTECTING THE AIR |
Management directives
Instructions for employees
|
TRAINING |
Management directives
Instructions for employees
|
|
4.2.1.3.Environmental culture of the teams
The approach used by the Group to prioritize actions in the environmental field is called “I know, I care, I reduce”. For management as for all employees, this reflects the fact that it is necessary to start by understanding and measuring the environmental impact (network plan, critical facilities, consumption), taking care of it (maintenance, possible repairs) and then being able to support improvement plans on with solid foundations.
The awareness-raising approach, updated in 2023, takes the form of posters, theoretical and practical training courses at the plants and a self-assessment questionnaire. The latter makes it possible to measure the progress of the adoption of the 10 Green Fundamentals by the plants.
As part of its 10 Green Fundamentals, FORVIA supports its plants in their training on these 10 key topics, and makes its employees aware of the best practices to be systematically adopted. In 2023, the Group strengthened internal communications on environmental issues. For example, the first Environment Week was created, punctuated by events and communications, webinars and educational Articles on the impacts of waste, water and biodiversity.
FORVIA has also organized monthly highlights on environmental topics, since 2023. Green moments are an opportunity to share an environmental subject, policy or target, along with information on the subject and easy-to-implement best practices. The topics covered are varied: refrigerant gases, rainwater protection, waste management, etc. They are intended for all operators, at all sites, in plants and at research and development sites.
Lastly, FORVIA organizes a monthly best practices competition. All Group sites and entities share their best practices on a monthly basis, whether they apply or exceed FORVIA standards. In 2023, more than 300 best environmental practices were identified on the topics of water resource conservation, waste sorting and optimization, chemical management, climate change mitigation and the adaptation of the Group’s Business Groups to this change, the monitoring of regulatory compliance, training spaces dedicated to the environment and the prevention of emergency situations. These best practices are shared at a monthly meeting with all HSE managers of the Group and all sites.
Since February 2023, the Group has set up a monthly reporting tool to more accurately measure and monitor site water withdrawal and waste generation. This monitoring makes it possible to quickly detect abnormal variations and identify their causes. For example, a sudden increase in water withdrawal or waste generation may be due to a cleaning action, a leak, waste to be managed following a construction site or a one-off action, such as the disposal and recycling of obsolete packaging. Thanks to this tool, the Group can take corrective measures quickly and effectively, while promoting continuous improvement. Identifying exceptional or seasonal effects makes it possible to define a “baseline” with which each site can compare itself over the following period and measure its actual performance.
4.2.1.4.The FORVIA Excellence System: an operational management tool
All FORVIA plants are IATF 16949 certified for quality management. This standard defines the quality requirements of the automotive sector: continuous improvement, defect prevention, reduction of non-compliance and waste in the supply chain, etc.
The FORVIA group’s operations management system is based on a framework, called the FORVIA Excellence System (FES). In 2023, FORVIA adapted this system to enable its adoption by the HELLA sites. The new standard was renamed FES 4.0.
FES 4.0 capitalizes on more than 20 years of experience and its foundation, “People development & stable conditions”, consists in particular of workplace safety and environmental protection. It guarantees that the operational performance of production plants is at the highest level, regardless of their geographical position and local specificities. It is based on more than 60 fundamentals, each consisting of around ten criteria.
- ■the environmental policy of operations (see Section 4.2. Environment – Environmental impact of operations);
- ■workplace safety (see 4.3.1.4. Actions and assessment of their effectiveness – Workplace Health and Safety);
- ■product safety (see 4.3.4.4. Actions and assessment of their effectiveness – Product safety culture);
- ■optimizing energy consumption and reducing greenhouse gas emissions (see 4.2.3.3. Climate actions and resources: scopes 1 & 2).
FES 4.0 supports plants in the application of operational requirements, compliance with quality standards, regulatory compliance for the environment and safety, applied to the automotive industry. The application of the requirements expressed in FES 4.0 prepares for IATF 16949, ISO 14001, ISO 50001, ISO 45001 certifications.
The application of the FES fundamentals and criteria is subject to a self-assessment and Internal Audit program:
- ■the sites carry out a monthly self-assessment and an in-depth review every three months;
- ■the divisions conduct annual internal mock audits;
- ■lastly, the Group conducts annual Internal Audits on a representative sample of plants. In 2023, more than 150 plants were audited. In 2024, 158 sites will be audited.
The FES is enriched annually with best internal and external lean manufacturing practices (Lean Manufacturing). In 2023, the Group strengthened the environmental component on the energy efficiency, reduction of greenhouse gas emissions, reduction of waste generation at source and waste sorting criteria. The Group also strengthened the section on data digitization.
In addition, in order to accelerate the deployment and use of digital resources, the Group also expanded the scope of “traditional” standards by adding, for each fundamental, an additional section focused on the implementation of the digital tools related to the requirements of the management system.
The Group can now assess its plants and identify the best-performing plants and those in need of improvement, based on their impact on the environment and the climate. This progress, initiated on pilot sites in 2023, will be rolled out in 2024.
4.2.1.5.Employee training
All new employees arriving at a site attend an awareness-raising session on best environmental practices.
The Group has developed an online university offering numerous training courses. Environmental training is mainly carried out internally. These training courses, either regulatory or at the Group’s initiative, deal with environmental impact and risk management, waste classification and management, chemicals management, implementation of natural disaster emergency response plans, the environmental monitoring of subcontractors’ sites, energy consumption management and the reduction of greenhouse gas emissions. On this last point, the Group has initiated a process of deploying the Climate Fresk to its managers in the industrial operations area.
The training courses provided by external organizations mainly aims to develop internal expertise, such as mastering the ISO 14001 certification process.
4.2.1.6.ISO 14001
FORVIA is committed to ISO 14001 certification for all production plants with more than two years of activity. The percentage of sites with ISO 14001 certification (or with an action plan for ISO 14001 certification, with more than two years of activity) is tracked every six months by the Risk Committee.
NFPD
In 2023, 88% of FORVIA sites (including HELLA) were ISO 14001 certified (i.e. 168 out of the 190 production plants), and the Group also has six certified R&D sites.
Within the FORVIA SE Scope, 87% of production plants are certified, i.e. 138 sites. Within the HELLA scope, 100% of the production plants are certified.
The change between 2022 and 2023 is due to the fact that seven additional sites were certified in 2023 within the Faurecia scope, and by the exit from the reporting scope of the SAS business, which had a large majority of certified sites.
Number of ISO 14001 certified production plants or with ISO 14001 certification pending in 2023
4.2.1.7.LEED® or BREEAM® certification of all new buildings
To improve the energy efficiency of sites and, more generally, to reduce their environmental impact starting from the design phase, FORVIA ensures that all of its new buildings (new constructions) are Leadership in Energy and Environmental Design (LEED®) or BREEAM® certified. To obtain certification, new buildings must meet strict requirements in terms of site layout, efficient water management, energy use, the selection of materials, interior air quality and design factors.
To support the sites in these new certifications, the Group has set up a LEED® or BREEAM® certification procedure. In 2022, the Allenjoie site of the Clean Mobility Business Group obtained BREEAM Excellent certification. It is the first industrial building in France to obtain this certification and the second in Europe. In Germany, the Hanover site obtained Platinum Deutsche Gesellschaft für Nachhaltiges Bauen (DGNB) certification. In 2023, Fengcheng’s new electronics plant in China received LEED® Gold certification and the FAS site in Allenjoie obtained BREEAM Excellent certification.
4.2.2.European Union Taxonomy Report
4.2.2.1.Note on Taxonomy regulations and the alignment of FORVIA’s activities
Background
The EU taxonomy is used to determine sustainable economic activities and aims to channel capital flows into them. This is intended to support the EU Green Deal, the EU’s environmental targets and the Paris Climate Agreement. Pursuant to the EU Regulation 2020/852 on June 18, 2020 (hereinafter: “Taxonomy Regulation”) and EU Climate Delegated Act 2021/2139 of June 4, 2021 and its amendments of June 27, 2023 as well as the Regulation 2023/2486 of June 27, 2023 that determine the conditions under which economic activities can be considered as substantially contributing to the EU environmental objectives, FORVIA is required to disclose the share of its turnover, its capital expenditure, and certain operational expenses for the fiscal year 2023 resulting from economic activities considered eligible and aligned in terms of the six EU objectives:
- ■climate change mitigation;
- ■climate change adaptation;
- ■sustainable use and protection of water and marine resources;
- ■transition to a circular economy;
- ■pollution prevention and control;
- ■protecting and restoring biodiversity and ecosystems.
An economic activity is eligible if it is part of the activities described by the Delegated Acts to the Taxonomy Regulation, corresponding to the activities identified by the EU as likely to substantially contribute to one of the six environmental objectives.
- ■it substantially contributes to one or more environmental objectives, by meeting the technical screening criteria detailed in the Delegated Acts to the Taxonomy Regulation;
- ■it does not cause any significant harm to the other environmental objectives, meeting the applicable “Do Not Significant Harm” criteria described in the Delegated Acts to the Taxonomy regulation;
- ■it is carried out in compliance with minimum safeguards and complies with the OECD Guidelines for Multinational Enterprises and UN Guiding Principles on Business and Human Rights.
Eligible business activities
To prepare the required disclosures, FORVIA has identified the relevant economic activities for the financially consolidated companies throughout the Group that are classified as sustainable in accordance with the EU Taxonomy Regulation, the Delegated Acts and the EU Commission’s published statement on frequently asked questions. To this end, FORVIA has carried out a central assessment of the entire product portfolio as well as investments and operating expenses using standardized interviews and templates. This interdisciplinary analysis is closely linked to the functions sustainability, finance, operations, strategy and business groups, as different experts on different levels are involved in identifying the relevant activities.
- ■climate change mitigation - Activity 3.2 - Manufacture of equipment for the production and use of hydrogen: FORVIA manufactures hydrogen storage systems for light and commercial vehicles, buses and trucks;
- ■climate change mitigation - Activity 3.4 – Manufacture of batteries: FORVIA manufactures battery system components including, for example, battery management systems, intelligent battery sensors and voltage converters;
- ■climate change mitigation - Activity 3.6 - Manufacture of other low-carbon technologies: in 2022, FORVIA launched MATERI’ACT to develop sustainable materials suitable for the automotive industry, offering up to 85% reduction in CO2 compared with current materials;
- ■climate change mitigation - Activity 3.18 - Manufacture of automotive and mobility components: The recent amendment to the Climate Change Delegated Act introduces this new category into the taxonomy. The disclosures under 3.18 are stated for the first time for this reporting period. FORVIA develops and manufactures components for zero emission vehicles which are essential for delivering and improving the vehicle’s environmental performance;
- ■transition to a circular economy - Activity 5.1 - Repair and remanufacture activities: FORVIA repairs and remanufactures vehicle components such as navigation systems, radios, monitors, comodos, bodywork ECU, engine ECU and clusters.
FORVIA has not identified any taxonomy-eligible business activities among the activities newly included in the taxonomy in 2023 for the environmental goals Sustainable use and protection of water and marine resources, Pollution prevention and control, and Protection and restoration of biodiversity and ecosystems.
FORVIA has conducted a detailed review of the activities 1.2 Manufacture of electrical and electronic equipment and 5.2 Spare parts under the objective of Transition to a circular economy. These activities contain no reference to business activities in the transportation / mobility sector, neither in the description of the activity, nor in the technical screening criteria or the Do-No-Significant-Harm requirements. Accordingly, FORVIA does not report any taxonomy-eligible activities.
Given the essential role of automotive suppliers in achieving automotive manufactures’ carbon neutrality objectives, FORVIA considers that its business activities linked to the following activity should also be taken into consideration as part of the manufacture of low-carbon vehicles in the service of hybrid vehicles with tailpipe emissions of less than 50g CO2/km. However, to comply with the legal provisions of the taxonomy, FORVIA presents the results of the consideration of its KPI excluding this activity. A separate set of KPIs is stating what would be the case if this activity were included in the computation.
Climate change mitigation - Activity 3.3 - Manufacture of low carbon technologies for transport: FORVIA has considered its business activities in the service of hybrid vehicles (<50gr CO2/km) as part of the activity “3.3 Manufacture of low carbon technologies for transport” of the Taxonomy Regulation. These vehicles are designed and produced as part of a joint effort between carmakers and component suppliers. While manufacturers translate consumer preferences into clear parameters for the design and assembly of vehicles, FORVIA supplies the technologies and components that meet these parameters. FORVIA researches, designs, and industrializes systems (including lighting technologies and electronics) that are a part of low carbon vehicles. These systems are inseparable from hybrid vehicles and their environmental performance.
Aligned Business Activities
FORVIA has assessed the taxonomy alignment for its business activities related to the objective Climate change mitigation. For the activity 5.1 Repair and remanufacture activities under the objective Transition to a circular economy objective, FORVIA makes use of the reporting simplifications for the first year of application and only reports taxonomy eligibility.
Substantial contribution criteria
Regarding the substantial contribution criteria, 100% of FORVIA’s eligible activities contribute substantially to the climate change mitigation objective:
- ■activity 3.2 – Manufacture of equipment for the production and use of hydrogen: all hydrogen storage tanks manufactured by FORVIA meet the criteria for a substantial contribution to the manufacture of equipment for the use of hydrogen;
- ■activity 3.4 – Manufacture of batteries: the criteria for substantial contribution concern the manufacture of battery components that significantly reduce greenhouse gas emissions. Battery components produced by FORVIA make a substantial contribution to reducing greenhouse gas emissions in the automotive sector, for example by providing start-stop functionalities and recuperation for internal combustion engine vehicles and by enabling the use of high-voltage batteries for hybrid and electric vehicles;
- ■activity 3.6 – Manufacture of other low-carbon technologies: MATERI’ACT products offer a reduction in greenhouse gas emissions over the life cycle of between 20% and 85%, depending on the product compared with current materials. Greenhouse gas emissions are calculated using a process that complies with ISO standards 14040, 14044 and 14067, and will be verified by an independent third party in 2024;
- ■regarding the activity 3.18 – Manufacture of automotive and mobility components, FORVIA considers that 100% of its eligible turnover meets the criteria for a substantial contribution;
- ■activity 3.3 – Manufacture of low carbon technologies for transport, in line with the analysis performed for the eligibility, FORVIA considered its business activities in the service of hybrid hydrogen and electric vehicles meet the substantial contribution criteria related to the manufacture of electric, hydrogen powered or low carbon.
Do Not Significant Harm (DNSH) criteria
Preliminary note: All criteria for the absence of significant harm were assessed at the FORVIA level. FORVIA has not assessed the do not significant harm criteria at value chain level.
FORVIA has analyzed the exposure and vulnerability of its business activities to physical climate risks under two global warming scenarios (IPCC scenario SSP2 4.5 and IPCC scenario SSP5 8.5) with the future time horizons 2030 and 2050. For the risks identified as the most significant for its production sites, FORVIA is developing action plans to mitigate these risks. FORVIA aims to ensure solid monitoring of the implementation of these action plans over the coming years.
100% of FORVIA’s eligible activities under the climate change mitigation objective are covered by this analysis and meet this DNSH criterion.
FORVIA identifies risks relating to the preservation of water quality and the avoidance of water stress at the production sites according to the WRI (World Research Institute) database. This assessment covers the risks associated with preserving water quality and availability, as well as the quality of discharges. Local action plans are drawn up in accordance with the existing environmental management system in order to cover risks that have been categorized as material (see 4.2.3. Water and marine resources for more details). The actions are subject to operational control and monitoring of the various regulatory obligations.
100% of FORVIA’s eligible activities under the climate change mitigation objective are covered by this analysis and meet this DNSH criterion.
FORVIA takes into account the requirements of transitioning to a circular economy: the handling of waste is managed at all production sites worldwide and the waste recycling rate is monitored. Information about and the traceability of substances of concern in the manufactured products are managed via the International Material Data System (IMDS), which covers the entire product life cycle. FORVIA also takes aspects of circularity into account during product development. The products are designed according to customer-specific requirements and taking into account the requirements of the EU Directive on Vehicles’ end-of-life. For example, the use of secondary materials is considered on a project-specific basis during the development process, as is the potential for resource efficiency or lightweight construction. As part of strategic research activities, FORVIA is investigating how the contribution of products to the circular economy can be further expanded.
100% of FORVIA’s eligible activities under the climate change mitigation objective are covered by this analysis and meet this DNSH criterion.
Using the International Management Data System, FORVIA manages hazardous substances throughout the supply chain, from suppliers to manufacturing customers. At the production sites, FORVIA processes require an assessment of the substances used that are carcinogenic, mutagenic or toxic to reproduction. For this reason, safety data sheets (SDS) for the operating and auxiliary materials used are analyzed, entered into internal databases and validated. In this way, FORVIA ensures compliance with the applicable regulations, including the REACH regulation (see 4.2.4.1.3. Actions - Limiting the use of chemicals of concern for more details). Before validating all chemicals used, FORVIA assesses whether the use of the substances complies with the regulations. Some of the substances of very high concern (SVHC) that are considered essential for their intended uses will still be used in FORVIA’s manufacturing processes in 2023. FORVIA is continuously reviewing the possibility of replacing such substances. In any case, FORVIA ensures adapted health and safety conditions when handling these substances in order to protect people and the environment and reduce the risk during use.
100% of FORVIA’s eligible activities under the climate change mitigation objective are covered by this analysis and meet this DNSH criterion.
FORVIA has identified the production sites in the vicinity of key biodiversity areas (see 4.2.5.2. Impact, risk and opportunity management for more details). The management of potential impacts on biodiversity is addressed by the 10 Green Fundamentals and described in the FORVIA Green Factory White Book, including the required environmental impact assessments for construction sites. The Group is committed to the Act4Nature initiative to minimise impacts on biodiversity and contribute to the conservation of ecosystems. Accordingly, knowledge about ecosystems and the protection of biodiversity in the vicinity of the sites is communicated and local improvement measures are taken to reduce the impact on site.
Minimum Safeguards
Preliminary note: All criteria for the absence of significant harm were assessed at the FORVIA level. FORVIA has not assessed the do not significant harm criteria at value chain level.
FORVIA considers in all its activities the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights, including the principles and rights set out in the International Labor Organization (ILO) Declaration on Fundamental Principles and Rights at Work and the International Bill of Human Rights. In addition, FORVIA SE is a signatory to the United Nations Global Compact and is committed to aligning its operations and strategy with ten universally accepted principles in the areas of human rights, labour standards, the environment and anti-corruption.
FORVIA respects all international commitments and principles relating to human rights and labour standards. Processes have been put in place to ensure that appropriate due diligence is carried out. FORVIA’s human rights policy has been published, setting out our expectations of our stakeholders regarding the implementation of the due diligence process. Human rights risks are analyzed, prioritized and communicated as part of the human rights due diligence process. Any significant violation is reported to the Executive Committee and remedial action is taken as appropriate.
FORVIA’s commitment to fighting corruption is embedded into the Code of Conduct as well as in the Group’s compliance policies. In addition, FORVIA SE is subject to French Sapin II legislation and has implemented an internal compliance program with to fight corruption.
FORVIA endeavours to comply with the letter and spirit of tax law in the countries in which it operates. Its tax policy complies with OECD guidelines, and all related tax risks are closely monitored by the legal, tax and finance departments.
FORVIA is committed to fostering a fair competitive environment with its partners and competitors. To this end, a comprehensive antitrust risk management program has been developed to raise awareness among internal stakeholders and provide preventive training activities.
FORVIA maintains a close legal monitoring at Group and business group level, proactively identifying potential risks. The anonymous “ Speak Up ” and “ tellUs ” hotlines are available to all employees, business partners, suppliers and any other stakeholder to report any violation of its Code of Conduct, human rights policy or any other serious misconduct.
Definition of key performance indicators at December 31, 2023
The denominators of the KPIs have been defined in accordance with the definition in the delegated act of 6 July 2021 and its annexes supplementing the taxonomy regulation. The underlying financial information has been checked jointly by the finance and operations teams to ensure consistency and reconciliation with the annual financial statements. They are presented after elimination of intercompany transactions and cover the whole of the Group’s scope of consolidation (excluding companies accounted for by the equity method).
The total sales figure used as the denominator for calculating the Sales Taxonomy KPI was €27,247.9 million at December 31, 2023 and corresponds to the total sales figure disclosed in the Group’s consolidated financial statements.
At December 31, 2023, the total capital expenditure used as the denominator for calculating the Taxonomy capital expenditure indicator amounted to €2,391.4 million and corresponds to additions to property, plant and equipment and intangible assets over the period, including capitalized development costs and additions related to business combinations.
It can be reconciled as follows with the figures shown in notes 11 and 12.a to the consolidated financial statements and with the figures shown in the consolidated cash flow statement.
Capital expenditure linked to eligible and aligned activities has also been classified as eligible and aligned. It is only this type of capital expenditure that is reported in the eligibility and alignment ratios.
Capital expenditure on “ individual ” is not included in the calculation of the ratios: it is not material and cannot be identified. This mainly concerns capitalized expenditure on the energy efficiency of buildings meeting the requirements of activities 7.3 to 7.6 of the taxonomy regulations.
As of December 31, 2023, the total operating expenses serving as denominator for the calculation of the taxonomy’s operating expenses indicator amounts to €1,311.9 million and essentially corresponds to uncapitalized R&D expenses, and maintenance and repair.
Operating expenses linked to eligible and aligned activities were qualified as eligible and aligned and estimated on the basis of the ratio of eligible and aligned income according to distribution keys. They include R&D expenses, upkeep, maintenance and repair of assets, building renovation measures and any other expenses related to the daily maintenance of assets. They do not include purchases of renewable energy, electricity and heat and non-capitalized expenses incurred to address the energy efficiency of sites.
EU Taxonomy: Eligible and aligned Turnover, CapEx and OpEx 2023
Fiscal Year 2023 |
2023 |
Substantial contribution criteria |
DNSH criteria (“Does Not Significantly Harm”) |
Minimum safeguards |
Taxonomy-aligned proportion of turnover, year N |
Taxonomy-aligned proportion of turnover, year N-1 |
Category (enabling activity or) |
Category (transitional activity) |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic Activities (1) |
Code(s) |
Absolute turnover |
Proportion of turnover |
Climate change mitigation |
Climate change adaptation |
Water and marine resources |
Circular economy |
Pollution |
Biodiversity and eco- |
Climate change mitigation |
Climate change adaptation |
Water and marine resources |
Circular economy |
Pollution |
Biodiversity and eco- |
|||||
M€ |
% |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
% |
% |
E |
T |
||
A. Taxonomy-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
A.1.Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Manufacture of equipment for the production and use of hydrogen |
CCM 3.2 |
39.2 |
0.1% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
0.1% |
0.1% |
E |
|
Manufacture of batteries enabling Electric Vehicles manufacturing |
CCM 3.4 |
503.7 |
1.8% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
1.8% |
1.6% |
E |
|
Manufacture of other low carbon technologies |
CCM 3.6 |
460.3 |
1.7% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
1.7% |
2.0% |
E |
|
Manufacture of automotive and mobility components |
CCM 3.18 |
3,707.9 |
13.6% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
13.6% |
NA |
E |
|
Repair, refurbishment and remanufacturing |
CE 5.1 |
6.2 |
0.0% |
N |
Y |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
0.0% |
NA |
E |
|
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
|
4,717.3 |
17.3% |
99.9% |
0.1% |
0% |
0% |
0% |
0% |
|
|
|
|
|
|
|
17.3% |
3.7% |
|
|
of which Enabling |
|
|
17.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
17.3% |
|
E |
|
of which Transitory |
|
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0% |
|
|
T |
|
|
|
% |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
|
|
|
|
|
|
|
|
|
|
|
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Manufacture of equipment for the production and use of hydrogen |
CCM 3.2 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of batteries enabling Electric Vehicles manufacturing |
CCM 3.4 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of other low carbon technologies |
CCM 3.6 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of automotive and mobility components |
CCM 3.18 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repair, refurbishment and remanufacturing |
CE 5.1 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
|
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A.1 + A.2) |
|
4,717.3 |
17.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. Taxonomy-non-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Turnover of Taxonomy-non-eligible activities (B) |
|
22,530.6 |
82.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
|
27,247.9 |
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2023 |
2023 |
Substantial contribution criteria |
DNSH criteria (“Does Not Significantly Harm”) |
Minimum safeguards |
Taxonomy-aligned proportion of turnover, year N |
Taxonomy-aligned proportion of turnover, year N-1 |
Category (enabling activity or) |
Category (transitional activity) |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic Activities (1) |
Code(s) |
Absolute CapEx |
Proportion of CapEx |
Climate change mitigation |
Climate change adaptation |
Water and marine resources |
Circular economy |
Pollution |
Biodiversity and eco- |
Climate change mitigation |
Climate change adaptation |
Water and marine resources |
Circular economy |
Pollution |
Biodiversity and eco- |
|||||
M€ |
% |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
% |
% |
E |
T |
||
A. Taxonomy-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
A.1.Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Manufacture of equipment for the production and use of hydrogen |
CCM 3.2 |
34.7 |
1.5% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
1.5% |
0.8% |
E |
|
Manufacture of batteries enabling Electric Vehicles manufacturing |
CCM 3.4 |
74.4 |
3.1% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
3.1% |
2.3% |
E |
|
Manufacture of other low carbon technologies |
CCM 3.6 |
21.2 |
0.9% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
0.9% |
0.3% |
E |
|
Manufacture of automotive and mobility components |
CCM 3.18 |
300.4 |
12.6% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
12.6% |
NA |
E |
|
Repair, refurbishment and remanufacturing |
CE 5.1 |
0.2 |
0.0% |
N |
Y |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
0.0% |
NA |
E |
|
Capital Expenditures of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
|
430.9 |
18.0% |
100.0% |
0.0% |
0% |
0% |
0% |
0% |
|
|
|
|
|
|
|
18.0% |
3.4% |
|
|
of which Enabling |
|
430.9 |
18.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
18.0% |
|
E |
|
of which Transitory |
|
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0% |
|
|
T |
|
|
|
% |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
|
|
|
|
|
|
|
|
|
|
|
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Manufacture of equipment for the production and use of hydrogen |
CCM 3.2 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of batteries enabling Electric Vehicles manufacturing |
CCM 3.4 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of other low carbon technologies |
CCM 3.6 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of automotive and mobility components |
CCM 3.18 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repair, refurbishment and remanufacturing |
CE 5.1 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CapEx of Taxonomy-eligible bt not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
|
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A.1 + A.2) |
|
430.9 |
18.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. Taxonomy-non-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CapEx of Taxonomy-non-eligible activities (B) |
|
1,960.5 |
82% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
|
2,391.4 |
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2023 |
2023 |
Substantial contribution criteria |
DNSH criteria (“Does Not Significantly Harm”) |
Minimum safeguards |
Taxonomy-aligned proportion of turnover, year N |
Taxonomy-aligned proportion of turnover, year N-1 |
Category (enabling activity or) |
Category (transitional activity) |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic Activities (1) |
Code(s) |
Absolute OpEx |
Proportion of OpEx |
Climate change mitigation |
Climate change adaptation |
Water and marine resources |
Circular economy |
Pollution |
Biodiversity and eco- |
Climate change mitigation |
Climate change adaptation |
Water and marine resources |
Circular economy |
Pollution |
Biodiversity and eco- |
|||||
M€ |
% |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
% |
% |
E |
T |
||
A. Taxonomy-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
A.1.Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Manufacture of equipment for the production and use of hydrogen |
CCM 3.2 |
(25.3) |
1.9% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
1.9% |
1.8% |
E |
|
Manufacture of batteries enabling Electric Vehicles manufacturing |
CCM 3.4 |
(31.5) |
2.4% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
2.4% |
0.9% |
E |
|
Manufacture of other low carbon technologies |
CCM 3.6 |
(19.8) |
1.5% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
1.5% |
1.5% |
E |
|
Manufacture of automotive and mobility components |
CCM 3.18 |
(171.1) |
13.0% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
13.0% |
NA |
E |
|
Repair, refurbishment and remanufacturing |
CE 5.1 |
(0.1) |
0.0% |
N |
Y |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
0.0% |
NA |
E |
|
Operating Expenditures of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
|
(247.8) |
18.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
18.9% |
4.3% |
|
|
of which Enabling |
|
(247.8) |
18.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
18.9% |
|
E |
|
of which Transitory |
|
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0% |
|
|
T |
|
|
|
% |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
|
|
|
|
|
|
|
|
|
|
|
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Manufacture of equipment for the production and use of hydrogen |
CCM 3.2 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of batteries enabling Electric Vehicles manufacturing |
CCM 3.4 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of other low carbon technologies |
CCM 3.6 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of automotive and mobility components |
CCM 3.18 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repair, refurbishment and remanufacturing |
CE 5.1 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OpEx of Taxonomy-eligible bt not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
|
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A.1 + A.2) |
|
(247.8) |
18.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. Taxonomy-non-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
OpEx of Taxonomy-non-eligible activities (B) |
|
(1,064.2) |
81.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
|
(1,311.9) |
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EU Taxonomy: Eligible and aligned Turnover, CapEx and OpEx including the evaluation of the activity 3.3 (as mentioned in the paragraph above for eligible activities)
Fiscal Year 2023 |
2023 |
Substantial contribution criteria |
DNSH criteria (“Does Not Significantly Harm”) |
Minimum safeguards |
Taxonomy-aligned proportion of turnover, year N |
Taxonomy-aligned proportion of turnover, year N-1 |
Category (enabling activity or) |
Category (transitional activity) |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic Activities (1) |
Code(s) |
Absolute turnover |
Proportion of turnover |
Climate change mitigation |
Climate change adaptation |
Water and marine resources |
Circular economy |
Pollution |
Biodiversity and eco- |
Climate change mitigation |
Climate change adaptation |
Water and marine resources |
Circular economy |
Pollution |
Biodiversity and eco- |
|||||
M€ |
% |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
% |
% |
E |
T |
||
A. Taxonomy-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
A.1.Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Manufacture of equipment for the production and use of hydrogen |
CCM 3.2 |
39.2 |
0.1% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
0.1% |
0,1% |
E |
|
Manufacture of batteries enabling Electric Vehicles manufacturing |
CCM 3.4 |
503.7 |
1.8% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
1.8% |
1,6% |
E |
|
Manufacture of other low carbon technologies |
CCM 3.6 |
460.3 |
1.7% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
1.7% |
2,0% |
E |
|
Manufacture of automotive and mobility components |
CCM 3.18 |
3,707.9 |
13.6% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
13.6% |
NA |
E |
|
Manufacture of low carbon technologies for transport |
CCM 3.3 |
2,077.4 |
7.6% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
7.6% |
17,8% |
E |
|
Repair, refurbishment and remanufacturing |
CE 5.1 |
6.2 |
0.0% |
N |
Y |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
0.0% |
NA |
E |
|
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
|
6,794.7 |
24.9% |
99.9% |
0.1% |
0% |
0% |
0% |
0% |
|
|
|
|
|
|
|
24.9% |
21,5% |
|
|
of which Enabling |
|
|
24.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
24.9% |
|
E |
|
of which Transitory |
|
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0% |
|
|
T |
|
|
|
% |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
|
|
|
|
|
|
|
|
|
|
|
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Manufacture of equipment for the production and use of hydrogen |
CCM 3.2 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of batteries enabling Electric Vehicles manufacturing |
CCM 3.4 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of other low carbon technologies |
CCM 3.6 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of automotive and mobility components |
CCM 3.18 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of low carbon technologies for transport |
CCM 3.3 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repair, refurbishment and remanufacturing |
CE 5.1 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
|
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A.1 + A.2) |
|
6,794.7 |
24.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. Taxonomy-non-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Turnover of Taxonomy-non-eligible activities (B) |
|
20,453.2 |
75.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
|
27,247.9 |
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2023 |
2023 |
Substantial contribution criteria |
DNSH criteria (“Does Not Significantly Harm”) |
Minimum safeguards |
Taxonomy-aligned proportion of turnover, year N |
Taxonomy-aligned proportion of turnover, year N-1 |
Category (enabling activity or) |
Category (transitional activity) |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic Activities (1) |
Code(s) |
Absolute CapEx |
Proportion of CapEx |
Climate change mitigation |
Climate change adaptation |
Water and marine resources |
Circular economy |
Pollution |
Biodiversity and eco- |
Climate change mitigation |
Climate change adaptation |
Water and marine resources |
Circular economy |
Pollution |
Biodiversity and eco- |
|||||
M€ |
% |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
% |
% |
E |
T |
||
A. Taxonomy-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
A.1.Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Manufacture of equipment for the production and use of hydrogen |
CCM 3.2 |
34.7 |
1.5% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
1.5% |
0.8% |
E |
|
Manufacture of batteries enabling Electric Vehicles manufacturing |
CCM 3.4 |
74.4 |
3.1% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
3.1% |
2.3% |
E |
|
Manufacture of other low carbon technologies |
CCM 3.6 |
21.2 |
0.9% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
0.9% |
0.3% |
E |
|
Manufacture of automotive and mobility components |
CCM 3.18 |
300.4 |
12.6% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
12.6% |
0.0% |
E |
|
Manufacture of low carbon technologies for transport |
CCM 3.3 |
134.2 |
5.6% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
5.6% |
16.9% |
E |
|
Repair, refurbishment and remanufacturing |
CE 5.1 |
0.2 |
0.0% |
N |
Y |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
0.0% |
0.0% |
E |
|
Capital Expenditures of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
|
565.1 |
23.6% |
100.0% |
0.0% |
0% |
0% |
0% |
0% |
|
|
|
|
|
|
|
23.6% |
20.3% |
|
|
of which Enabling |
|
|
23.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
23.6% |
|
E |
|
of which Transitory |
|
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0% |
|
|
T |
|
|
|
% |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
|
|
|
|
|
|
|
|
|
|
|
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Manufacture of equipment for the production and use of hydrogen |
CCM 3.2 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of batteries enabling Electric Vehicles manufacturing |
CCM 3.4 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of other low carbon technologies |
CCM 3.6 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of automotive and mobility components |
CCM 3.18 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of low carbon technologies for transport |
CCM 3.3 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repair, refurbishment and remanufacturing |
CE 5.1 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CapEx of Taxonomy-eligible bt not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
|
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A.1 + A.2) |
|
565.1 |
23.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. Taxonomy-non-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CapEx of Taxonomy-non-eligible activities (B) |
|
1,826.2 |
76.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
|
2,391.4 |
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2023 |
2023 |
Substantial contribution criteria |
DNSH criteria (“Does Not Significantly Harm”) |
Minimum safeguards |
Taxonomy-aligned proportion of turnover, year N |
Taxonomy-aligned proportion of turnover, year N-1 |
Category (enabling activity or) |
Category (transitional activity) |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic Activities (1) |
Code(s) |
Absolute OpEx |
Proportion of OpEx |
Climate change mitigation |
Climate change adaptation |
Water and marine resources |
Circular economy |
Pollution |
Biodiversity and eco- |
Climate change mitigation |
Climate change adaptation |
Water and marine resources |
Circular economy |
Pollution |
Biodiversity and eco- |
|||||
M€ |
% |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
Y/N |
% |
% |
E |
T |
||
A. Taxonomy-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
A.1.Environmentally sustainable activities (Taxonomy-aligned) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Manufacture of equipment for the production and use of hydrogen |
CCM 3.2 |
(25.3) |
1.9% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
1.9% |
1.8% |
E |
|
Manufacture of batteries enabling Electric Vehicles manufacturing |
CCM 3.4 |
(31.5) |
2.4% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
2.4% |
0.9% |
E |
|
Manufacture of other low carbon technologies |
CCM 3.6 |
(19.8) |
1.5% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
1.5% |
1.5% |
E |
|
Manufacture of automotive and mobility components |
CCM 3.18 |
(171.1) |
13.0% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
13.0% |
0.0% |
E |
|
Manufacture of low carbon technologies for transport |
CCM 3.3 |
(66.2) |
5.0% |
Y |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
5.0% |
11.0% |
E |
|
Repair, refurbishment and remanufacturing |
CE 5.1 |
(0.1) |
0.0% |
N |
Y |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
0.0% |
0.0% |
E |
|
Operating Expenditures of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
|
(314.0) |
23.9% |
100% |
0% |
|
|
|
|
|
|
|
|
|
|
|
23.9% |
15.3% |
|
|
of which Enabling |
|
|
23.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
23.9% |
|
E |
|
of which Transitory |
|
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0% |
|
|
T |
|
|
|
% |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
|
|
|
|
|
|
|
|
|
|
|
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Manufacture of equipment for the production and use of hydrogen |
CCM 3.2 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of batteries enabling Electric Vehicles manufacturing |
CCM 3.4 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of other low carbon technologies |
CCM 3.6 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of automotive and mobility components |
CCM 3.18 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacture of low carbon technologies for transport |
CCM 3.3 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repair, refurbishment and remanufacturing |
CE 5.1 |
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OpEx of Taxonomy-eligible bt not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
|
- |
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A.1 + A.2) |
|
(314.0) |
23.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. Taxonomy-non-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
OpEx of Taxonomy-non-eligible activities (B) |
|
(998.0) |
76.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
|
(1,311.9) |
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2.3.Climate change
A major player in Sustainable Mobility, FORVIA aims for CO2 neutrality by 2025 for scopes 1 & 2 emissions and a reduction of 45% of scope 3 emissions by 2030 (compared to 2019) by focusing on three main levers: “use less”, “use better” and “use longer”.
FORVIA has begun to reduce its CO2 footprint of all its sites thanks to energy savings and the use of low-carbon electricity. At the same time, FORVIA is reducing the impact of its business activities through redesigned products using sustainable inputs, including recycled materials and biomass.
Committed to the circular economy, FORVIA invests and incorporates recycled materials in its products whenever possible (in particular through its MateriAct activities), and enables the refurbishment and extension of the life of its current and future systems (in particular through its Repairlab for on-board electronics). Finally, FORVIA offers innovative sustainable solutions for Sustainable Mobility that will help to avoid CO2 emissions. While investing in the future, the Group is committed to helping the automotive industry move towards zero emissions, notably through its ambition to become a leader in hydrogen technology.
4.2.3.1.Strategy
Climate transition plan
FORVIA aims to achieve CO2 neutrality by 2045 for all of its greenhouse gas emissions. FORVIA measures its progress year after year against 2019 which was chosen as the benchmark year. The Group’s final ambition, intermediate steps and transformation plan are validated by the SBTi Net-Zero standard.
- ■2025, reduction of at least 80% in scopes 1 and 2 emissions compared to 2019;
- ■2030, reduction of at least 45% in scope 3 emissions compared to 2019;
- ■2045, reduction of at least 90% in all scopes 1, 2 and 3 emissions compared to 2019.
By 2045, FORVIA will focus on neutralizing its residual emissions by promoting CO2 sequestration solutions in its products. The Vice President in charge of sustainable development is responsible for ensuring the deployment of this CO2 trajectory within the Group, in particular by ensuring the consistency of this strategy with other environmental issues.
SBTi Net-Zero certification
FORVIA is the first global company in the automotive sector whose CO2 neutrality roadmap has been validated by the Science-Based Targets initiative (SBTi) against its new “net-zero emissions” standard.
Published in October 2021, SBTi’s net-zero emissions standard provides a common, science-based framework for understanding “net-zero” and applies to all sectors, everywhere in the world. To be certified according to this new standard, companies must achieve the objective of CO2 neutrality by 2050 at latest and reduce their emissions at the pace and scale required to limit global warming to 1.5°C by the end of the century compared to the pre-industrial period.
FORVIA’s commitment to reduce its emissions by 90% for scopes 1, 2 and 3 and neutralize residual emissions by 2045, has been approved according to the SBTi Net-Zero standard.
FORVIA’s CO2 emissions reduction trajectory approved by the SBTi Net-Zero standard
Responsibility for climate-related issues lies at the highest level of FORVIA’s organization and is integrated into sustainable development subjects. The Group’s Executive Steering Committee on Sustainable Development (composed of executive members representing the Group Functions and a representative of HELLA) ensures the proper strategic direction, monitoring and analysis of its performance.
At the operational level, CO2 coordinators ensure the deployment of the strategy in the various functions and Business Groups. The CO2 “pioneer” network brings together around one hundred employees from all Group departments to coordinate the approach with employees (awards, best practice competitions, etc.).
4.2.3.2.Management of impacts, risks and opportunities
Climate transition risk management
Climate risk mapping is fully integrated into the Group’s risk mapping. In this context, it monitors the process and pace of the Group’s risk review (see Chapter 2.2. Risk factors & Risk management):
- ■the risk universe is updated annually on the basis of various data, including interviews with key stakeholders, and according to different categories (strategic, operational, compliance, financial, etc.) and by risk level (major, secondary, etc.);
- ■the mapping of the main risks is validated each year by FORVIA SE’s Executive Committee, FORVIA SE’s Audit Committee and Board of Directors. It is reviewed quarterly by the FORVIA SE Risk Committee;
- ■in addition, the Audit Committee of FORVIA SE’s Board of Directors carries out an in-depth review of at least four risks each year. The “climate transition” risk was reviewed in 2023 by this Committee.
Also identified among the CSR risks included in the Non-Financial Performance Statement (see Section 4.5.3.1), the climate transition risk is audited by an external third party according to a moderate level of assurance (see Section 4.5.1.).
Climate scenarios and resilience strategy
As part of the CO2 neutrality project launched at the end of 2019, FORVIA’s Executive Committee was able to assess three forward-looking scenarios (economic, social and environmental – by 2050) related to the impact of climate change. These scenarios enabled the Executive Committee to assess the impacts of the climate transition on the Group at the international level, then to integrate them into the Group’s risk matrix.
Finally, the analysis of these scenarios shed light on the Group’s objectives and business strategy, in line with its CO2 neutrality ambitions.
The three scenarios were developed in 2020 in partnership with the Toulouse School of Economics, and in collaboration with the Collège de France. These scenarios share common assumptions regarding climate and population until 2040. They differ in socio-economic status and the trajectory of global warming by 2080. Each scenario corresponds to a climate trajectory aligned with the IPCC scenarios, and differs depending on whether the climate transition is governed and financed by the private sector, governments and/or global institutions:
- ■scenario 1: +1.5°C/2.5°C in 2080 (RCP 2.6);
- ■scenario 2: +2.5°C/3.5°C in 2080 (RCP 4.5/6.0);
- ■scenario 3: +3.5°C/4.5°C in 2080 (RCP 8.5).
The risks are assessed by 2050, halfway between the FORVIA SE objectives of 2025 and 2030 and the climate impacts of 2080.
Climate transition risks and opportunities
Risk factors |
Description |
Impacts and strategic responses to risks |
---|---|---|
Emerging regulations |
The automotive sector may be strongly affected by the tightening of emerging regulations on climate issues, particularly in the area of vehicle life cycle analysis. For example, regulations on the life cycle CO2 footprint of vehicles would have a direct impact on the footprint of the parts and solutions provided by FORVIA SE |
To mitigate this risk, FORVIA SE is developing products for electric vehicles (batteries and fuel cells). The Group expects to spend between €80 and €100 million to develop solutions for electric vehicles over the next seven years. |
Technology: substitution of existing products and services with lower emission solutions |
The majority (68%) of the CO2 footprint controlled by FORVIA consists of purchased goods and services (scope 3.1), mainly steel, electronic products and plastics, and energy consumed on sites (scopes 1 and 2). FORVIA’s strategic plans provide that low-carbon materials will be available and affordable, which means that the Group’s customers (B2B) and end customers will be ready to promote the CO2 reduction. If demand for low-carbon products from our customers is not sufficient, or if the material is not available, the risk would be to miss business opportunities. |
SCOPE 3 To limit and reduce its scope 3.1 emissions, the Group has implemented the following solutions:
SCOPES 1 AND 2 FORVIA’s decarbonization strategy is based on:
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Increase in extreme weather events |
Due to its international presence, several FORVIA sites may be exposed to extreme weather events (floods, cyclones, storms, heat waves, etc.). |
With climate change, extreme weather events are intensifying and can lead to production disruptions in the short, medium or long term. A disruption to a production plant can lead to customer delays or even loss of business. The prevention of natural risks is part of the Group’s overall industrial risk prevention policy, which aims to reduce accidents related to natural disasters in partnership with its insurer. Since 2014, FORVIA SE and since 2023 theFORVIA Group, has systematically checked the exposure of its industrial projects to natural risks upstream of the project. This is one of the criteria for the selection matrix for new sites. The Group has also established a partnership with Predict Services in order to provide a 24/7 meteorological vigilance service to all its sites and a gradual alert system sent to site management by text message and email. These alerts are accompanied by recommendations to be implemented depending on the level of alert. In addition to these actions, in 2022, the Group carried out a study with AXA Climate in order to assess the exposure of its industrial sites to the physical impacts of climate change according to the IPCC scenarios according to two time periods. This study was supplemented in 2023 by the analysis of the climate resilience of five sites representative of the business units, according to the OCARA method. This work will make it possible to build a plan to adapt the industrial sites to the physical impacts of climate change. |
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Climate change is also a source of opportunities, particularly through the development of new products and services. FORVIA is developing sustainable technologies that contribute to climate change mitigation and adaptation (see Section 4.2.3.4. Climate actions and resources: scope 3 – innovations for Sustainable Mobility).
Climate policy
FORVIA SE’s climate policy applies to the Group and its value chain. It covers all scopes, 1, 2 and 3. It is based on the Group’s objectives validated by the SBTi Net-Zero standard (see 4.2.3.1.). It is designed and updated taking into account the expectations expressed by the Group’s stakeholders (see 4.1.3.2. Stakeholders’ interests and points of views).
The Vice President in charge of climate strategy and sustainable transformation ensures the deployment of this policy within the Group.
4.2.3.3.Climate actions and resources: scopes 1 & 2
FORVIA has set itself the objective of CO2 neutrality of its sites by 2025 and is rolling out a program to control energy consumption and develop more low carbon energy. At the end of 2023, FORVIA had already achieved a 41% decrease of its scopes 1 & 2 emissions compared to 2019.
- 1 .energy savings, in particular through smart meters, digitization, and the recovery and recycling of heat from manufacturing processes;
- 2 .production of renewable energy on-site (solar);
- 3 .development of renewable energies through long-term electricity purchase contracts (Power Purchasing Agreements, or PPA);
- 4 .electrification of processes and heat production.
FORVIA's actions to achieve CO2 neutrality by 2025 (scopes 1 & 2)
Partnerships
For the strategic and operational deployment of each of these areas, FORVIA has forged partnerships with specialists recognized for their experience, expertise and international presence:
- ■optimization of energy consumption, heat recovery and recovery: Engie, Schneider Electric, Green Yellow (in Europe);
- ■development of photovoltaic electricity production projects on our sites: KPMG, Engie, EDP;
- ■advice for the purchase of off-site renewable electricity, in the form of long-term electricity PPAs: Schneider Electric;
- ■purchase of certificates: STX, ACT, Climate Bridge (China);
- ■site heating electrification service (Electrification as a Service): Schneider Electric, Kyotherm.
Energy savings and heat recovery
On a daily basis, FORVIA sites are committed to and active in improving their energy consumption by optimizing the energy efficiency of their buildings and production facilities.
With ITS partners, rethinking the frugal and efficient factory
Between 2022 and 2023, FORVIA assessed the energy savings potential of its sites. As part of its partnerships with Engie, Schneider Electric and Green Yellow, the “Energy Efficiency as a Service” program made it possible to carry out detailed optimization studies on more than 100 of them. At the end of 2023, more than 60 plants around the world had signed “Energy Efficiency as a Service” energy saving investment contracts (Energy Performance Contracts).
These energy performance contracts offer the sites the opportunity to equip themselves with measurement, regulation and automatic shut-off systems (EMS & BMS), making it possible to reduce the consumption of resources as necessary. New heat recovery systems have also been fitted to thermal machines. The investment in smart LED lighting and the plan to replace old and energy-intensive machines continued.
Digital technology for low energy use
- ■Energy Consumption Tracker (ECT): a system for collecting energy data at the site level, making it possible to calculate GHG emissions by monitoring the source of emission factors;
- ■Energy Best Practice (ECT extension): allows FORVIA Excellence System sites & auditors to verify that best technical and managerial practices are applied and to develop a plan to achieve excellence;
- ■Energy Management System (EMS): real-time energy management system, at site, division, region, Business Group and Group levels, allowing them to visualize if the energy consumption is correctly proportioned to the activity. Nearly 80 sites are equipped, and the deployment continues;
- ■Palantir: as part of its cooperation with Palantir, FORVIA has developed the Foundry platform, a solution integrating time-based energy data and production data from connected sites. This solution makes it possible to measure the consumption stub of its connected sites and to identify the best-performing sites best-performingand the sites in need of improvement.
These connected and digital solutions are fundamental for greater energy efficiency and decarbonization. Thanks to these systems, it becomes possible to make abnormal consumption visible, alert employees, identify sources of improvement, and eliminate waste.
Frugality and resilience to the energy crisis
The FORVIA's white book "We Save Energy" brings together a set of preventive and adaptive measures for sites to deal with the risks of energy shortages.
At the height of the energy crisis between 2022 and 2023, the plan developed and rolled out via the White Book: We Save Energy was applied. While energy prices around the world were soaring, FORVIA’s frugality actions made it possible to achieve cumulative energy savings of -26% compared to 2019, while contributing significantly to the reduction of scopes 1 and 2 emissions up to -41% vs 2019, allowing FORVIA to be one year ahead of its 2025 trajectory.
Developing the skills of our on-site teams
In order to better apply its best practices, in 2023, the Group developed a digital role-playing game with CiViTime, placing players in a global competition between sites. Plunged into the heart of a climate crisis scenario, participants must adapt and guide the transformation of their site towards CO2 neutrality. This role-playing game is intended for all site management committees around the world. Since its launch in 2023, it has been made available to more than 200 sites.
Sharing internal best practices
By building on its best plants, FORVIA was able to collect the energy management practices of its best sites, and make them known by developing a software solution adapted to a broad population.
FORVIA has also developed a questionnaire to highlight these best practices. Each site must self-assess on the nine pillars related to energy management. Depending on their level of application of best practices, the sites must then implement appropriate action plans.
All of these measures, together with a sustained communication effort, have made it possible to significantly reduce energy consumption.
Elimination of fossil fuels
In partnership with Schneider Electric, the Group has developed a program called “Electrification as a Service”, set up for environmental reasons, and which aims to limit the Group’s dependence on gas while guaranteeing continuity of operations and solidarity with households that use natural gas for heating. This program was developed according to the principles of the program “Energy Efficiency as a Service.” 15 pilot sites are in the process of gradually eliminating these energy sources.
Renewable energy: on-site production and self-consumption
FORVIA wants to produce as much solar electricity at its sites as is technically feasible. In view of the Group’s global reach and its production capacity, it has set itself the target of installing more than 1.3 million m2 solar panels and achieving production of 130 MWp (megawatt-peak). Photovoltaic panels installed on sites operated by FORVIA in around 20 countries should ultimately account for around 7% of the sites’ average consumption. Thanks to the signature of Power Purchasing Agreements (PPA), at the end of 2023, the Group had contracted 51 photovoltaic panel installation projects on its sites, for a total capacity of 57 MWp. The new sites put into operation complying with the Green Factory White Book, are designed to enable the development of future self-consumption photovoltaic projects.
FORVIA has entrusted the installation and operation of the renewable electricity production assets to two developer partners, EDP and Engie. Over-the-counter PPAs are therefore directly involved in the creation of new solar capacity on the sites. HELLA is also committed to this on-site solar panel deployment program.
Renewable energy: long-term off-site electricity purchase contracts
FORVIA purchases increasingly low-carbon electricity, in collaboration with its suppliers, site by site. Since 2020, the Group has rolled out a global action plan for the period 2020-2025. This aims to produce or purchase electricity that is even lower carbon, better than local electricity grids, in particular through over-the-counter contracts, or by self-consumption and off-site Power Purchase Agreements (PPAs). These contracts are gradually being rolled out to all FORVIA plants (including HELLA) around the world.
FORVIA is committed over the long term by signing Virtual Power Purchasing Agreements (VPPA). These contracts enable the sites to secure their purchase price for electricity from renewable sources. In 2023, the projects supported by FORVIA in Europe are now in production. From 2024, FORVIA expects them to produce 642 GWh of renewable electricity, representing more than 70% of the Group’s electricity consumption in Europe and more than 30% of its global consumption.
At the end of 2023, the average percentage of FORVIA’s renewable electrical energy was 19%, including on-site electricity production (solar), Guarantees of Origin generated by “Virtual Power Purchase Agreements” contracted exclusively by FORVIA (onshore wind turbines) and renewable energy certified by Energy Attribute Certificates (Guarantees of Origin, REC, i-REC, etc.) as well as that of the “green” contracts that certain sites have entered into with electricity suppliers. In addition, FORVIA also does not include the renewable share of national electricity grids when there are no residual or contractual values.
In 2023, FORVIA signed a contract to supply all its sites in Mexico with green electricity. It will be applicable in 2024 and 2025, on a renewable basis. A similar contract was signed for the FORVIA sites in Michigan, which will be supplied with green electricity from 2025. For its Chinese sites, FORVIA has favored the signing of International Renewable Energy Certificates (i-RECs), which cover part of the sites’ energy consumption, representing more than 100 GWh of decarbonized electricity.
Geographical breakdown of renewable energy consumption by geographical region in 2023
Group energy consumption
Electricity and natural gas are the two energy sources (respectively 76% and 20%) most used by FORVIA sites for industrial and service uses.
In 2023, the total energy consumed by FORVIA reached 2,471,933 MWh (-2% on a like-for-like basis compared to 2022 and -18% compared to 2019 in MWh GCV [Greater Calorific Value includes the energy released by the condensing of water, called latent heat of condensation, after combustion] for scope 1, MWh for scope 2).
The decrease in energy intensity is due to the energy saving and heat recovery actions described above and to a shared commitment by all to reduce energy consumption, waste and dependence on natural gas.
The programs initiated in 2021 at the FORVIA sites have begun to show results. Partial or complete installation of energy conservation measures on the 60 sites already under the Energy Efficiency as a Service contract contributed to this decrease. It should also be noted that all the sites involved in the program, whether already under contract or not, were able to gain in expertise by participating in the analyses. Energy waste reduction initiatives have multiplied. In Europe, faced with the risk of a natural gas supply disruption and the risk of a blackout, a resilience plan has been put in place. Adaptation of temperature settings, supply of warm clothing, optimization of processes: the plants competed in creativity to reduce their energy consumption and participate in the effort to protect strategic reserves. HELLA has also significantly reduced its consumption of natural gas by shutting down cogeneration (internal production of electricity using gas turbines) at its Lippstadt site and it plans to do the same at its Bremen site, also in Germany.
Energy consumption, overall and by source of supply for FORVIA 2022 vs 2023
The breakdown of energy consumption remained almost identical between 2022 and 2023. The share of natural gas decreased slightly from 25% to 20%, and that of electricity increased from 72% to 76%.
Breakdown of total electricity consumption by business group in 2023
Adaptation of sites to climate change
FORVIA integrates the management of natural disasters upstream into industrial projects, new plants, or any significant redevelopment of existing sites. The Group also has a system for monitoring natural phenomena (meteorological and physical: storms, flooding, extreme temperatures, extreme precipitation). (24/7) across all the entire industrial park (see chapter 2. and 4.2.3.2).
In 2022, FORVIA entrusted AXA Climate with the analysis of the exposure of its industrial assets to the physical impacts of climate change, according to two IPCC scenarios (SSP2-4.5 and SSP5-8.5 of the 2022 report) by 2030 and 2050.
- ■impact of acute climate risks by 2030, i.e. risks of natural events with destructive consequences: floods, extreme winds, forest fires, heat waves, extreme precipitation;
- ■impact of chronic climate risks by 2030 induced by long-term changes in the average and variability of climate patterns: higher temperature or humidity, greater water stress, etc. due to climate change.
In 2023, the Group entrusted Carbone 4 with the analysis of the climate resilience of five industrial sites on three continents and representative of each business line. This analysis is based on the OCARA (Operational Climate Adaptation and Resilience Assessment) method. It makes it possible to identify “non-resilience” risks and plan short-, medium- and long-term adaptation trajectories. This work has made it possible to draw up a catalog of adaptation capabilities by business line, which will be cross-functional from 2024 for all the plants concerned.
4.2.3.4.Climate actions and resources: scope 3
FORVIA is focusing its scope 3 decarbonization strategy on the use of sustainable materials, the development of eco-design and the Life Cycle Analysis of vehicles. These levers enable the CO2 neutrality strategy to be managed across the entire supply chain.
Summary of actions taken to reduce emissions related to scope 3
Scope 3 main categories |
Share of GHG emissions of the category among full scope 3 |
FORVIA actions |
Find out more |
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Production of purchased goods and services |
22.9% |
The majority of the scope 3 footprint consists of purchased goods and services, mainly steel and plastics. To limit and reduce its emissions from this item, the Group has implemented the following solutions:
To reduce upstream CO2eq emissions related to its products, the Group is developing ultra-low CO2 materials.
To reduce upstream CO2eq emissions, FORVIA is mobilizing its ecosystem of partners, including its suppliers, to converge towards a net zero future:
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Sustainable materials: see 4.2.7.2. Actions: sustainable materials Eco-design: see 4.2.7. Use of resources and circular economy The responsible purchasing policy is available on the FORVIA website (1) Supplier commitment: see 4.3.2.4. Towards CO2 decarbonization in the supply chain |
Production of capital goods |
1.3% |
Investments are made to develop hydrogen technologies and battery management systems for zero-emission mobility:
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European green taxonomy: see 4.2.2. European Union Taxonomy Report Low-emission technologies: see 4.2.2.1. Note on the Taxonomy Regulation and alignment of FORVIA activities Symbio: see 4.2.3.4. Climate actions and resources: scope 3 – Hydrogen technologies for zero emission mobility |
Extraction, production and distribution of purchased energy (upstream scopes 1 and 2) |
0.4% |
To reduce emissions related to scopes 1 and 2, FORVIA relies on frugality, energy efficiency, the electrification of heating systems and industrial processes and the use of renewable energy. |
See 4.2.3.3. Climate actions and resources: scopes 1 & 2 |
Upstream & downstream transport |
5.5% |
To reduce CO2eq emissions, related to the upstream and downstream transport of products, the Group optimizes the use of transport capacities and promotes low-CO2 emission transport. It is also working to use reusable and recyclable packaging. |
See 4.2.3.4. Climate actions and resources: scope 3 – Logistics and value chain |
Wastes generated |
0.4% |
In addition to carrying out Life Cycle Analysis and ecodesign, FORVIA monitors waste on a monthly basis. This is coupled with an on-site initiative to reduce quantities, improve waste sorting, recover waste as energy or materials, reintegrate production waste into manufacturing processes and reuse waste. |
Eco-design and LCA: see 4.2.7 Use of resources and circular economy |
Employee business travel and commuting |
0.6% |
Each site has put in place initiatives to decarbonize its employees’ travel: carpooling, company shuttles, special emphasis on bicycles, etc. In the context of business transport, the Group favors travel by train rather than by plane where possible. |
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Processing of sold products |
0.7% |
The Group is committed to developing products whose assembly on the vehicle requires as little energy as possible. |
see 4.2.3.4. Climate actions and resources: scope 3 |
Vehicle usage |
65.3% |
Although the Group does not directly control this emission item, it contributes through the weight of the products and their energy consumption during the vehicle’s use phase (e.g. electrical consumption of headlights, on board, etc.). To reduce downstream CO2eq emissions, related to the use phase of its products, the Group is working on eco-design and frugality:
In addition, the Group aims to promote the application of its products on low-emission vehicles. |
See 4.2.3.4. Climate actions and resources: scope 3 – Innovations for Sustainable Mobility:
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Products end of life |
2.6% |
The realization of Life Cycle Analyzes and work carried out on eco-design enable FORVIA to work on the recyclability of end-of-life products, thus contributing to the circular economy. In addition, to maximize the life of the products, the repair of electronic systems can be considered through ReparLab and vehicle lifetimes can be extended through the activities of HELLA Life Cycle solutions. |
See 4.2.7 Use of resources and circular economy |
Total |
100% |
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Green factory white book for all new units
FORVIA produced a white book in 2022, called Green Factory, for all new planned sites, either under construction or extension. This guide brings together all the criteria, translated into the technical specifications of new projects. This program developed for FORVIA SE can be scaled up to the entire FORVIA group (including HELLA).
In 2023, the new sites of Allenjoie FCM & FAS, Monterrey FIA & FAS and FengCheng Electronics were built according to the standards of this white paper. Thus, the carbon footprint of their construction is below 700 kg CO2/m2. The EMS energy management system (see 4.2.3.4 Climate actions and resources: scope 3) was directly applied to them. Fossil fuels are virtually absent from these sites, and their energy consumption is optimized.
Logistics and value chain
In its approach to reducing CO2 emissions, FORVIA intends to involve all its sites and its value chain.
To reduce CO2 emissions related to its logistics operations, FORVIA launched an initiative in 2023 to improve the modeling of its upstream transport networks in order to make them more efficient in terms of distances traveled and truck loading.
This initiative has made it possible to reorganize and optimize more than 600 logistics flows. By combining fuller trucks and a reduction in the distances traveled, this reorganization led to a 15% gain in efficiency and a reduction in CO2 emissions of 15% for these flows.
By 2024, FORVIA plans to extend this network optimization to more than 1,000 logistics flows and to launch pilot flows with cleaner transport technologies such as rail transport and transport by electric or biofuel trucks.
Towards CO2 decarbonization in the supply chain
Suppliers with CO2 targets in line with those of FORVIA are essential to reduce its CO2 emissions by 45% for scope 3 (in absolute value) by 2030. Purchases of goods and services represent 66% of controlled emissions in scope 3.
- ■supplier commitment to CO2 targets;
- ■CO2 impact assessment using a common IT platform;
- ■sharing of best practices and existing data on energy efficiency and CO2 emissions in the plants;
- ■shared action plan to reduce the total CO2 footprint.
FORVIA presented its climate commitment and strategy as well as the resulting purchasing approach to its suppliers during a webinar.
In 2023, FORVIA improved its carbon footprint measurement methodology for scope 3.1 through its CO2 assessment consolidation tool, and has developed new tools to better collect supplier data and monitor the associated action plans.
FORVIA also continued to raise awareness among its suppliers on the need for a CO2 commitment supported by Executive Management, and a gradual increase of their EcoVadis score. In 2023, the Group offered to make a financial contribution to 500 of its suppliers for their first participation in the CDP Supply Chain, an accelerator for climate issues. More than 300 suppliers responded positively to this invitation.
In addition, a particular focus was placed on the commodities with the highest emissions in order to collaborate with suppliers on measures to support this decarbonization trajectory.
Decarbonization and CSR are on the agenda of performance meetings with suppliers, and purchasing organizes regular innovation meetings with their suppliers to support the decarbonization of the Group’s products.
Innovations for Sustainable Mobility
FORVIA in 2023
€2 197,52 197.5 million in R&D investments
(R&D expenses including depreciation and amortization of capitalized development costs)
Hydrogen technologies for zero emission mobility
FORVIA is investing heavily in hydrogen storage system technologies, eligible under category 3.2. of European taxonomy (see Section 4.2.2. European Union Taxonomy Report).
FORVIA is convinced that hydrogen mobility and fuel cell technology will occupy an important place in the propulsion energy mix for the next 10 to 15 years. The Group provides automakers with complete hydrogen storage system integration for different vehicle architectures, offering delivery of end-of-line tested turnkey systems. The Group is positioned in three markets, estimated to have a potential of €20 billion, in which it aims to generate revenue of €3.5 billion by 2030:
- ■hydrogen fuel cells;
- ■hydrogen storage for mobility;
- ■hydrogen storage for distribution;
- ■hydrogen tanks for hydrogen combustion engines as well as the pollution control of these engines.
Hydrogen development
Produced from a multitude of energy sources, this source of storable energy generates no CO2 emissions or polluting gases when using the fuel cell-powered vehicle. Hydrogen can also be used to store excess renewable energy. Green hydrogen is produced by electrolysis of water using electricity generated by carbon-free energies. It is an essential lever for zero pollution and zero CO2 emission mobility.
As part of the “Fit for 55” legislative package, the European Union has adopted the goal of installing a hydrogen station every 200 km along main roads. FORVIA estimates that 1.2 to 1.7 million hydrogen passenger and utility vehicles will be produced worldwide by 2030.
FORVIA participates in national and international hydrogen development bodies. The Group is a Board member of the Hydrogen Council, a global organization bringing together more than 140 leading companies in the fields of energy, transport, industry and investment. For example, the Council published a prospective study on the global hydrogen market as well as a second on the place of hydrogen in global energy. The Group is also a member of Hydrogen Europe and the National Hydrogen Council in France. Since its creation in 2021, it has been co-chaired by Patrick Koller, Chief Executive Officer of FORVIA SE.
Hydrogen fuel cell systems
In 2019, Michelin and FORVIA SE joined forces, pooling their hydrogen fuel cell activities within Symbio, a joint company. In 2023, Stellantis acquired an interest in Symbio, taking the shareholding to 33.33% for each shareholder. This has brought together a unique combination of industrial and automotive expertise and innovation capability to develop, produce and market hydrogen fuel cell systems for all types of electric vehicles. With an initial investment of €140 million, Symbio brings together the activities of FORVIA, Michelin and Stellantis in the field of hydrogen fuel cells, with, in the Lyon region, the largest integrated fuel cell production site in Europe. FORVIA SE and Symbio cover 75% of the hydrogen propulsion system value chain. Symbio is also aiming to produce 200,000 StackPacks® – its pre-validated and pre-integrated hydrogen systems – per year by 2030, for manufacturers worldwide.
Hydrogen storage systems
FORVIA produces hydrogen storage tanks in its plants in China, South Korea and France, both for hydrogen vehicles and for the transportation and distribution of hydrogen. In 2023, the Group inaugurated its first mass production plant for hydrogen storage systems in France, with a production capacity of 100,000 tanks per year in the medium term and will soon open a site in North America.
FORVIA encourages automakers to integrate hydrogen storage systems for different types of vehicles that meet industry requirements, with the delivery of turnkey systems tested at the end of the chain.
FORVIA is already recognized for its production of hydrogen storage systems for fleets of heavy vehicles and light commercial vehicles for several international manufacturers. The Group has a global industrial footprint and currently has the capacity to produce several thousand hydrogen storage systems per year, and aims to reach production of more than 100,000 tanks per year in the medium term.
The center of expertise for hydrogen storage systems in Bavans, France, has more than 250 high value-added engineer and technician positions entirely dedicated to the development of hydrogen storage systems.
- ■with HYVIA, a subsidiary of Renault and Plug Power, for the supply hydrogen storage systems for fuel cell-powered light commercial vehicles;
- ■in Germany, for the Bavarian region, the Group will equip a fleet of heavy vehicles supplied by the manufacturer MAN with complete hydrogen storage systems;
- ■with Hyundai Motor Company to equip heavy vehicles.
Since 2021, and in parallel with the development of gaseous hydrogen storage system, the Group has been developing in partnership with Air Liquide, a global supplier of gas for the industry, a solution for storing hydrogen in liquid form for heavy mobility, providing greater autonomy for trucks and other vehicles with very intensive use cases.
FORVIA develops large capacity hydrogen storage systems for transporting hydrogen. The Group is developing a container solution offering a significant payload and a lighter and more modular architecture compared to conventional solutions, reducing the CO2 footprint related to hydrogen transport while reducing operating costs.
Battery systems technologies
The strong growth of electric vehicles increases the need for eligible battery system technologies according to category 3.4 of the European taxonomy (see Section 4.2.2. European Union Taxonomy Report). FORVIA is developing integrated thermal and energy management solutions for batteries and lightweight compartments for more economical electric driving.
Battery management systems (BMSs) from FORVIA ensure the safe and reliable operation of the lithium-ion batteries in fully electric vehicles and hybrid and rechargeable vehicles (Plug in and Hybrid Vehicles – PHEVs). These BMSs monitor battery voltage, temperature and current, while providing various safety functions, including those related to high voltage. Modular and scalable, BMSs are designed to be integrated into various electronic command and control systems.
The Group’s expertise is also illustrated in the thermal management of battery cooling circuits, electric motors and vehicle interiors. Smart battery sensors measure the state of charge and health of the vehicle’s batteries.
FORVIA’s 48V DC/DC converter enables the two-way transmission of energy between the 48V and 12V networks for light hybrid vehicles, while powering fuel-saving options such as electric power steering or windshield heating. It also enables CO2 reduction functionalities such as energy recovery during braking, improved Start-Stop function, and idle coasting mode with the engine off.
Low-carbon vehicle technologies
Whether they are hybrid, hydrogen or electric vehicles, low-carbon vehicles are characterized by emissions of less than 50 gCO2/km. FORVIA is developing technological systems for these vehicles that would be considered eligible according to category 3.3 of the European Taxonomy as voluntarily disclosed in Chapter 4.2.2. European Union Taxonomy Report). The systems aim for sustainable design and materials, energy efficiency, extending the life of products and increasing their recyclability.
FORVIA develops sustainable materials for instrument panels, door panels and center consoles, as well as for the seamless integration of smart functionalities. The use of bio-sourced materials (for example plant fibers mixed with a resin) makes it possible to reduce the weight of the vehicle’s parts and considerably reduce environmental impacts.
FORVIA’s innovation program “Interior for the Planet” is based on three pillars: using less, incorporating recyclable and recycled materials, and creating alternatives to petroleum solutions. By 2030, FORVIA aims to reduce the carbon footprint of its new interiors by up to 85% throughout their life cycle.
FORVIA develops complete and eco-designed technologies for seats: seat mechanisms and frames, covers and comfort solutions aimed at optimizing safety, comfort and well-being. As an alternative to leather, the Group is working on textiles with a low CO2eq content. It is also innovating to reduce the complexity of the design of its seats from 120 to 20 elements. This innovation, based on frugality, will facilitate the customization and renovation of the seats throughout their life, as well as their recycling at their end-of-life.
FORVIA’s innovation program “Seat for the Planet” is based on life cycle management. It implements five requirements:
- ■use sustainable materials (natural, low-carbon, recycled or recyclable);
- ■use less (and reduce waste during manufacturing);
- ■avoid mixed materials (to facilitate their recyclability);
- ■focus on fully satisfying the consumer experiences and needs;
- ■design seats that are easy to assemble and disassemble.
By 2030, FORVIA aims to reduce the carbon footprint of its seats by up to 68%, throughout their entire life cycle.
The DECORE project (Decarbonation, COckpit, REcycling/Reconditioning) was created in 2021 by FORVIA SE with Renault, the French Atomic Energy and Alternative Energies Commission (CEA) and MTB Recycling. Its purpose is to:
- ■reduce the carbon footprint of vehicles of the future using technologies that emit the least CO2;
- ■increase the useful life of vehicles through modernization and refurbishment;
- ■and thus provide cockpits designed with 40% recycled materials and a CO2eq impact reduced by 85% by 2030.
Vehicle electrification is a major lever for CO2-neutral mobility. FORVIA therefore offers a complete portfolio that includes sensors and actuators, automated driving, lighting, vehicle electronics, human-machine interface, displays and energy management. Electronic devices such as lighting or FORVIA’s Advanced Driver Assistance Systems (ADAS) contribute to reducing CO2 emissions by reducing electricity consumption when driving.
FORVIA’s range of electronic mirrors replaces traditional exterior mirrors. A smart camera provides drivers with a dynamic view and safety alerts, improving fuel consumption by up to 1.6% and reducing CO2 emissions to as little as 4.6 g/km (source: internal study CREO dynamics & National Research Council Canada), thanks to the decrease in aerodynamic drag.
One-third of the energy currently produced by automotive drive trains is lost in the form of heat by the exhaust system. FORVIA’s Exhaust Heat Recovery System (EHRS) is suitable for use in hybrid vehicles. It allows them to run more often in electric mode, which saves fuel and reduces CO2 emissions.
FORVIA’s compact EHRS can be installed close to the engine for maximum heat recovery. It reduces fuel consumption by 3 to 7% in cold weather thanks to faster engine warm-up and increased use of electric mode.
Other sustainable technologies
FORVIA develops sustainable materials that offer substantial reductions in greenhouse gas emissions throughout the life cycle compared to the most efficient alternative technologies available on the market.
These materials are eligible under category 3.6 of the European taxonomy (see Section 4.2.2. European Union Taxonomy Report).
FORVIA’s NAFILean® technologies incorporate hemp fibers into interior components made of non-visible plastic. In addition to being fully recyclable, they enable to reduce the mass by as much as 50% and up to 95% of CO2eq emissions compared to a market benchmark. Around 9 million vehicles worldwide are already equipped with NAFILean® products.
Use of products sold by FORVIA
CO2 emissions related to the use phase of vehicles represent 64% of the Group’s emissions. CO2 emissions linked to the use of vehicles equipped by FORVIA are mainly due to the combustion of fuel in the engines of thermal vehicles. For electric and plug-in hybrid vehicles, emissions in the use phase are linked to the production of electricity used for charging the battery.
To reduce the CO2 emissions related to the vehicle’s use phase, FORVIA implements the following actions:
CO2 emissions related to the use of electric vehicles are around 70% lower than those of internal combustion vehicles (source: Plateforme Filière Automobile for the French market). By promoting the development of products for electric vehicles, FORVIA is consequently reducing the emissions related to the use of its products. In 2023, nearly 50% of the new programs acquired by FORVIA were for electric vehicles. This proportion is expected to continue to increase in the coming years.
A vehicle’s energy consumption is proportional to its weight. By reducing the weight of vehicle parts, FORVIA can help reduce energy consumption and therefore the CO2 emissions related to their use. FORVIA innovates to make its products lighter, in particular by designing a simpler cockpit and seat architecture requiring fewer materials and with a reduced number of components or by using materials with improved performance, such as biosourced composite materials (for example vegetable fibers mixed with a resin) which are lighter for equivalent performance than traditional composites.
FORVIA is also working to reduce the electricity consumption of its integrated technologies when using the vehicle. This applies to lighting, screens and infotainment systems.
FORVIA uses several technologies to reduce the electricity consumption of its products, in particular LEDs, which are more efficient than traditional light bulbs.
4.2.3.5.Metrics and targets
Climate objectives
The objectives are presented in the roadmap (see 4.1.3.1. Sustainable development strategy) and in the indicators below.
Energy consumption and energy mix
|
2019 (year of reference) |
2022 |
2023 |
2023 vs 2022 (in % points) |
2022 |
2023 |
|
---|---|---|---|---|---|---|---|
FORVIA SE |
FORVIA |
FORVIA SE |
FORVIA SE |
FORVIA SE |
FORVIA |
FORVIA |
|
Energy consumption, overall and by source |
|||||||
Electricity |
69% |
69% |
73% |
75% |
3 |
72% |
76% |
Of which renewable electricity (share in total electricity consumption) |
0% |
0% |
1% |
21% |
20 |
1% |
19% |
Natural Gas |
27% |
28% |
24% |
21% |
(2) |
25% |
20% |
LPG |
2% |
2% |
2% |
2% |
0 |
1% |
1% |
External heat and cooling circuit |
1% |
1% |
1% |
1% |
0 |
1% |
1% |
Diesel |
1% |
1% |
1% |
1% |
0 |
1% |
1% |
Gasoline |
0% |
0% |
0% |
0% |
0 |
0% |
0% |
Wood |
0% |
0% |
0% |
0% |
0 |
0% |
0% |
Breakdown of total energy consumption by Business Group |
|||||||
Faurecia Interiors Systems |
51% |
36% |
49% |
48% |
(1) |
33% |
33% |
Faurecia Automotive Seating |
24% |
17% |
27% |
29% |
2 |
18% |
18% |
Faurecia Clean Mobility |
21% |
14% |
20% |
19% |
(1) |
13% |
12% |
Faurecia Clarion Electronics |
3% |
2% |
3% |
3% |
0 |
2% |
3% |
FORVIA HQ |
1% |
1% |
2% |
1% |
0 |
1% |
1% |
HELLA |
|
30% |
|
|
|
32% |
33% |
Geographic distribution of renewable electricity consumption |
|||||||
Europe |
0% |
0% |
0% |
34% |
34 |
5% |
46% |
North America |
0% |
0% |
0% |
0% |
0 |
0% |
0% |
Asia |
0% |
0% |
100% |
66% |
(34) |
95% |
54% |
South America |
0% |
0% |
0% |
0% |
0 |
0% |
0% |
Rest of the world |
0% |
0% |
0% |
0% |
0 |
0% |
0% |
GHG emissions
|
2019 |
2022 |
2023 |
|||
FORVIA SE |
FORVIA |
FORVIA SE |
FORVIA |
FORVIA SE |
FORVIA |
|
NFPD CO2 emissions scopes 1 & 2 (MtCO2eq) |
0.82 |
1.17 |
0.58 |
0.81 |
0.45 |
0.69 |
NFPD CO2 emissions scope 3 (excluding use of products sold) (MtCO2eq) |
9.9 |
12.8 |
10.2 |
12.9 |
10.5 |
13.5 |
CO2 intensity (tCO2eq scopes 1 & 2/€ millions of sales) |
47 |
49 |
34 |
34 |
23 |
26 |
NFPD Energy intensity of buildings (Mwh of scopes 1 and 2/€ million of sales) |
122 |
125 |
99 |
104 |
88 |
92 |
In 2023, FORVIA updated its annual carbon footprint, in partnership with Deloitte. Several methodological improvements were made in order to refine the estimates, in particular for the significant items of the carbon footprint (see Section 4.5.2.3.2 “CO2 emissions calculation methodology”). FORVIA’s contribution to global greenhouse gas emissions in 2023 is estimated at 39.5 MtCO2eq (scopes 1, 2 and 3), i.e. a decrease of 5% compared to 2019 (footprint recalculated according to the rules of the GHG protocol).
In 2023, FORVIA’s direct and indirect CO2 emissions (scopes 1 and 2) amounted to approximately 688,000 metric tons of CO2eq, a decrease of 41% compared to 2019. This reduction in emissions was driven by a decrease in energy consumption (-38% on scope 1, -9% on scope 2) and emission factors on scope 2 (-37% on weighted average for electricity) linked to the collection of emission factors from suppliers on part of the scope, the consumption of electricity from renewable sources, and finally the decarbonization of national electricity networks.
NFPD
FORVIA’s CO2 intensity in 2023 for scopes 1 & 2: 26 metric tons of CO2eq/€ million of sales (external sales).
FORVIA’s scope 1 and 2 CO2 intensity is down 47% compared to 2019 (49 tons of CO2eq/€ million of sales) and 24% compared to 2022 (34 tCO2eq/€ million of sales) due to the drop in emissions and an increase in FORVIA’s sales.
Note: The year 2019 includes emissions over the period from November 2018 to October 2019 for FORVIA SE and from January to December 2019 for HELLA. The turnover (external sales) covers the period from January to December 2019 for FORVIA SE and from June 2018 to May 2019 for HELLA. For the Clarion Electronics activity, an estimate of turnover from January 2019 to March 2019, before integration into the FORVIA SE accounts of the acquired entity, was carried out from the following months. For 2022 and 2023, emissions and turnover relate to the period November-October of the following year.
Summary of FORVIA GHG emissions in metric tons of CO2 equivalent – scope 1 and scope 2
BREAKDOWN OF FORVIA'S 2023 CO2 EMISSIONS
DETAILED BREAKDOWN OF FORVIA'S 2023 CO2 EMISSIONS
|
2019 |
2022 |
2023 |
Level of uncer- |
||||||
---|---|---|---|---|---|---|---|---|---|---|
FORVIA SE |
FORVIA |
FORVIA SE |
FORVIA |
FORVIA SE |
FORVIA |
|||||
Detailed breakdown of emissions (tCO2eq) - scope 1, scope 2 and scope 3 |
||||||||||
Scope 1 |
Scope 1 direct emissions |
139,000 |
196,000 |
115,000 |
164,000 |
94,000 |
131,000 |
low |
||
Scope 2 |
Scope 2 indirects emissions |
679,000 |
972,000 |
466,000 |
648,000 |
351,000 |
557,000 |
low |
||
Scopes 1 and 2 (internal emissions) |
818,000 |
1,168,000 |
581,000 |
812,000 |
445,000 |
688,000 |
low |
|||
|
|
|
Purchased goods and services |
6,399,000 |
8,222,000 |
6,613,000 |
8,218,000 |
6,892,000 |
8,896,000 |
medium |
Capital goods |
356,000 |
581,000 |
260,000 |
510,000 |
291,000 |
504,000 |
high |
|||
Upstream energy |
167 000 |
238,000 |
142,000 |
208,000 |
116,000 |
169,000 |
low |
|||
Upstream transport and distribution |
1,492,000 |
1,617,000 |
1,849,000 |
2,016,000 |
1,765,000 |
1,908,000 |
medium |
|||
Wastes generated |
177,000 |
191,000 |
104,000 |
121,000 |
110,000 |
137,000 |
medium |
|||
Business travel |
72,000 |
83,000 |
40,000 |
52,000 |
51,000 |
74,000 |
medium |
|||
Employee commuting |
137,000 |
191,000 |
114,000 |
149,000 |
118,000 |
158,000 |
medium |
|||
Upstream leased assets |
45,000 |
52,000 |
53,000 |
60,000 |
51,000 |
59,000 |
medium |
|||
|
Downstream transport and distribution |
164,000 |
217,000 |
172,000 |
235,000 |
172,000 |
238,000 |
medium |
||
Processing of sold products |
89,000 |
280,000 |
88,000 |
274,000 |
80,000 |
290,000 |
high |
|||
Products end of life |
757,000 |
1,004,000 |
779,000 |
985,000 |
808,000 |
1,016,000 |
medium |
|||
Downstream leased assets |
|
|
|
|
|
|
N/A |
|||
Franchises |
|
|
|
|
|
|
N/A |
|||
Investments |
14,000 |
100,000 |
19,000 |
60,000 |
21,000 |
42,000 |
medium |
|||
Scopes 1, 2 and 3 controlled (excluding the use of products) |
10,687,000 |
13,944,000 |
10,814,000 |
13,700,000 |
10,920,000 |
14,179,000 |
medium |
|||
|
|
Use of products sold in the car |
21,282,000 |
27,767,000 |
18,374,000 |
24,929,000 |
18,499,000 |
25,375,000 |
medium |
|
Scope 3 total |
31,151,000 |
40,543,000 |
28,607,000 |
37,817,000 |
28,974,000 |
38,866,000 |
medium |
|||
|
Scopes 1, 2, 3 TOTAL |
31,969,000 |
41,711,000 |
29,188,000 |
38,629,000 |
29,419,000 |
39,554,000 |
medium |
In application of the recommendations of the GHG protocol, the CO2 emissions relating to the reference year 2019 and to the year 2022 have been recalculated to take into account changes in scope and methodological improvements (see Section 4.5.2.3.2. CO2 emissions calculation methodology).
Residual emissions neutralization projects
By 2045, FORVIA will focus on neutralizing its residual emissions with CO2-sequestering products. In this context, the Group, through its MATERI’ACT division, is exploring various solutions for recovering and storing greenhouse gases (GHG) in its polymers via various CO2 capture technologies and transformation into chemical molecules of interest.
One of the solutions studied by FORVIA is the production of biochar. Biochar is a biosourced product with a negative carbon footprint (-3 kgCO2eq/kg) from residual biomass pyrolysis. It thus sequesters the CO2 and can be recovered by incorporation as a filler in materials such as the compounds produced by its MATERI’ACT division.
One study carried out by MATERI’ACT showed that a polypropylene compound loaded with 20% biochar reduces the CO2 footprint of this material by 45% compared to a conventional polypropylene material loaded with 20% of talc.
Internal carbon price
FORVIA SE has also set an internal price for CO2 of €100/metric ton to anticipate and guide the development of its new products by integrating the CO2 impact. HELLA plans to apply this internal CO2 price in 2024.
4.2.4.Water and marine resources
4.2.4.1.Management of impacts, risks and opportunities
Description of procedures for identifying and assessing significant impacts, risks and opportunities
With regard to water management, FORVIA’s priorities are to reduce water withdrawals for all sites and to reduce its impact on areas of water stress, with actions for sites located in these areas such as checking the condition of the network and eliminating any leaks, completing the installation of closed circuits, recovering condensed water and installing rainwater harvesting systems (when local regulations allow it).
In 2022, the Group mapped its sites located in water-stressed areas, mainly in Mexico, India, China, South Africa, Morocco and Tunisia. These sites have implemented concrete actions to reduce their water consumption, starting with the systematic search for leaks, the analysis of consumption with its monthly monitoring, the definition of an action plan associated with the main sources of consumption in order to reduce them as well as the recovery of rainwater. The list of these sites was updated in 2023. Also this year, the Group adapted its Alert Management System to cover alerts relating to environmental impacts, including water withdrawals and exceeding regulatory thresholds for wastewater discharges. If a site notices an anomaly, it has 24 hours to report it in the system, 48 hours to implement security actions and 60 days to implement corrective actions.
Historically, the majority of water withdrawals at FORVIA sites were taken from drinking water networks. This is both a strength, because it has long guaranteed direct access to drinking water by all employees worldwide in their workplace for all health needs, and a risk associated with the withdrawal of a qualitative resource for uses that would not always require this level of quality.
Having quickly identified this risk, the FORVIA group has listed all the opportunities to reduce its environmental impact in terms of water management, in particular, the recovery of gray water (domestic wastewater) or rainwater for non-drinking water uses, in particular for the irrigation of green spaces on sites. This makes it possible to reduce the consumption of drinking water and therefore preserve drinking water for essential uses, such as human consumption. It also limits wastewater discharges into sanitation networks.
Policy
FORVIA’s environmental policy is described in the introduction to Section 4.2.1. Environmental policy and culture.
4.2.4.2.Actions on water discharge and withdrawal
Since 2023, FORVIA SE has set up monthly monitoring of water consumption. Meters have been deployed at 80% of the Group’s sites, and the objective is to roll them out to all sites by 2024. The close frequency of meter reading makes it possible to better analyze the withdrawal and to react more effectively in the event of a problem.
Only one third of FORVIA’s water consumption is used for industrial purposes and two-thirds is for sanitary use (showers, catering, toilets).
In 2023, the FORVIA sites maintained their efforts to reduce water consumption, with a total reduction of 76,000 m3 compared to 2022.
Water withdrawal by source of supply (in m3)
This reduction is due to numerous actions and above all by a decrease in the use of water for sanitary purposes, which represents 59% of total withdrawals, compared to 65% in 2022.
FORVIA SE encourages its sites to ensure the proper functioning of their existing facilities while implementing actions to identify and reduce their water withdrawal. In 2023, the Group identified the best practices of its sites, including the following:
- ■monthly monitoring of water withdrawals;
- ■searches for leaks such as in Nogent sur Vernisson in France (FAS), Fengcheng in China (FCE), etc. which become systematic when a difference of more than 20% of the withdrawal is observed;
- ■following the Etupes sites in France and Puebla Injection in Mexico (FIS), the implementation of connected meters to know water consumption in real time is being extended, in particular to the Spanish sites;
- ■systematic installation for new sprinkler systems to recover the water used for weekly tests;
- ■action plan to reduce the use of water for watering green spaces;
- ■a large number of sites have installed foamers or reducers on the heads of faucets and ecological toilets;
- ■following the initiatives taken by de Puebla Techno (FIS) and Queretaro (FCM) in Mexico, Grojec (FAS) in Poland and Tianjian (FAS) in China, other sites are embarking on the recovery of water used in processes and cooling, such as Monterrey (FIS & FAS) and Puebla Premium (FIS) in Mexico for use as gray water in toilets, cleaning water or watering green spaces;
- ■the HELLA site in Lippstadt, Germany, collects rainwater for use in cooling processes.
In 2023, as soon as these best practices were deemed relevant and applicable, they were incorporated into the 10 Green Fundamentals which have become mandatory practices for all sites worldwide, thus ensuring the continuous reduction of FORVIA SE’s environmental impact.
All new site projects, new construction or extensions, deploy effective water resource management. The white book, Green Factory, completed in 2022, presents the mandatory installations to reduce water consumption: permanent and connected water sub-meters, sanitary equipment with water consumption control, rainwater harvesters and gray water for sanitary purposes (see Section 4.2.3.4. Climate actions and resources: scope 3 – Green Factory white paper for all new units). Thanks to the implementation of the 10 Green Fundamentals, the existing sites will also set up actions to reduce water withdrawal.
FORVIA SE has taken actions to improve the monitoring of ultimate destination of wastewater. The water discharged into the natural environment is cooling water and therefore not contaminated by the manufacturing process. It is used to irrigate green spaces.
Breakdown of water withdrawal, by use - FORVIA 2023
Breakdown of water withdrawal, by use - FORVIA SE 2023
Destination of released water, as %
In 2023, FORVIA SE introduced more precise reporting on the destination of its wastewater. The 3% of water discharged into the natural environment without treatment is water used to irrigate the green spaces at the plants. Regarding HELLA, wastewater is not generated by production processes and (with exceptions) discharged into the public sewer network or via the industrial park. Wastewater is monitored and analyzed in accordance with regulations or industrial park requirements. The water released into the natural environment is cooling water and is not contaminated by manufacturing processes.
FORVIA incorporates the regulatory requirements in terms of water discharge, including the Group’s specific requirements on the protection of rainwater against plastic spills.
4.2.4.3.Metrics and targets
Aquatic and marine resources targets
The objectives are presented in the roadmap (see 4.1.3.1. Sustainable development strategy) and in the indicators below.
Water withdrawals
|
2019 |
2022 |
2022 |
2023 |
2023 vs 2022 |
2023 |
2023 vs 2022 |
---|---|---|---|---|---|---|---|
FORVIA SE |
FORVIA SE |
FORVIA |
FORVIA SE |
FORVIA SE |
FORVIA |
FORVIA |
|
Breakdown of quantities of water consumed by use |
|||||||
Domestic use of water |
64% |
68% |
65% |
63% |
-5 pt |
59% |
-6 pts |
Industrial use |
36% |
32% |
35% |
37% |
+5 pt |
41% |
+6 pts |
Water consumption by source of supply in m3 |
|||||||
City water network |
2,144,464 |
2,080,355 |
2,630,558 |
2,002,318 |
(78,037) |
2,613,513 |
(17,045) |
Water table |
793,686 |
167,562 |
395,934 |
179,543 |
+11,980 |
352,336 |
(43,598) |
Surface water |
39,890 |
5,110 |
100,836 |
2,632 |
(2,478) |
88,177 |
(12,659) |
Total |
2,978,040 |
2,253,028 |
3,127,328 |
2,184,492 |
(68,535) |
3,054,026 |
(73,302) |
Destination of released water |
|||||||
Released into the environment without on-site treatment (irrigation) |
2% |
0.50% |
0.50% |
1% |
+0.5 |
3% |
+2.5 |
Released into the environment without on-site treatment (used for open loop water cooling system) |
17% |
0.08% |
0.08% |
1% |
+0.92 |
5% |
+4.92 |
Discharged into the natural environment with on-site treatment |
14% |
7% |
7% |
6% |
(1) |
9% |
+2 |
Released to the Public Wastewater network |
67% |
91% |
91% |
92% |
+1 |
82% |
(9) |
Discharges of heavy metals and COD (kg) |
|||||||
COD discharges |
|
|
|
54,317 |
|
94,938 |
|
Heavy metal discharges |
|
|
|
26 |
|
48 |
|
4.2.5.Pollution
4.2.5.1.Management of impacts, risks and opportunities
Description of procedures for identifying and assessing significant impacts, risks and opportunities
To prevent and reduce air, water and soil pollution, FORVIA limits the use of chemical substances of concern throughout its supply chain and avoids discharges to water and soil at all costs. At the production plants, the introduction of each new chemical product is checked and validated individually by the site’s HSE manager who carries out a risk assessment with regard to both employee exposure and possible environmental impacts, and recommends preventive measures.
For all new site projects, new construction or extension, the Group systematically carries out an environmental study (Environmental Due Diligence) to preventively detect the possible presence of contamination in soil and groundwater. Thanks to the implementation of the 10 Green Fundamentals, the requirement for existing sites to implement protective actions has been strengthened and harmonized, in addition to local regulatory requirements, which sometimes vary from one country to another.
At its existing sites, any pollution observed must be reported in the operations alert system (Alert Management System), which covers alerts related to environmental impacts. The sites have 24 hours to report the anomaly, 48 hours to implement security actions and 60 days to implement corrective actions.
Policy
FORVIA’s environmental policy is described in the introduction to Section 4.2.1. Environmental policy and culture.
4.2.5.2.Action: assess its effluents
The Group pays particular attention to the quality of its wastewater. Analyzes are systematically carried out on all sites, in accordance with local standards and regulations. FORVIA then consolidates the data at Group level to be able to manage them effectively. In 2023, the Group consolidated the quantities of heavy metals and Chemical Oxygen Demand (COD) discharged at the exit of the site, these parameters are identified in the environmental permits of certain sites.
Quantities of wastewater discharges in 2023
- ■95,000 kilos of Chemical Oxygen Demand (COD);
- ■48 kilos of heavy metals.
4.2.5.3.Action: avoid accidental discharges into water and soil
In order to eliminate the risk of accidental discharges inherent to industrial activity, FORVIA SE trains all site operators to anticipate any risk and on how to react in the event of an accidental spill, through the training program on 10 Green Fundamentals. All ISO 14001 certified sites integrate the prevention of this risk into their certified management system.
The existing sites will generally implement actions to protect soil and groundwater as well as surface water through systems for the retention and recovery of plastic granules in rainwater, from 2024, thus, for most, exceed local regulatory requirements.
FORVIA SE assesses the environmental risks of its industrial projects by systematically conducting environmental audits and subsoil studies research when appropriate.
Lastly, in the context of industrial restructuring that led to plant closures, the FORVIA Group systematically carried out an environmental diagnosis that could go as far as a detailed study of the soil and subsoil, and conducted decontamination operations when necessary.
4.2.5.4.Action: limit the use of chemicals of concern
FORVIA has implemented a system for managing substances throughout the supply chain, from suppliers to manufacturing customers, for all its products delivered. Among other benefits, this approach gives the Group access to complete information on the substances entering into its products, in compliance with regulations such as the European Union’s REACH (Registration, Evaluation and Authorization of Chemicals) regulation (cf 4.2.2 European Union Taxonomy Report).
Identifying substances of concern
FORVIA SE has developed an anticipatory approach to the identification and sharing of information within the supply chain on substances of concern, based on a list of substances considered as potentially of concern for its products and their use. In some cases, such as catalyst protectors in exhaust systems (ceramic fibers), FORVIA SE has defined an internal procedure that is more stringent than REACH.
Anticipating and proposing substitutes
FORVIA SE participates in the work carried out in collaboration with automakers and various professional associations to anticipate possible restrictions on the use of substances in the coming years, in order to be able to anticipate and to carry out projects to replace certain substances when this is preferable.
The Group oversees the REACH and Global Automotive Declarable Substance List (GADSL) working groups, through the Global Automotive Stakeholders Group (GASG) and the European Association of Automotive Suppliers (CLEPA).
Limiting emissions of volatile organic compounds (VOCS) from production
FORVIA SE monitors atmospheric emissions of VOCs related to its business. In 2023, the sites emitted around 794 metric tons of VOCs during production, a decrease of 20% compared to 2022. On a like-for-like basis, it should be noted a reduction of 26% obtained by the optimization of processes at the Puebla (FIS & FAS) sites in Mexico, via the reduction of the use of solvent-based paints, the recycling of solvents (Puebla FIS), and the use of water-based mold release agent by Puebla FAS.
At Group level, four production plants are responsible for 74% of VOC emissions. Despite the replacement of solvent-based adhesives and paints by water-based products, the FORVIA Interiors System business still requires the use of solvents for certain adhesives, paints and release agents. This activity alone accounts for 56% of FORVIA SE’s VOC emissions.
4.2.6.Biodiversity
4.2.6.1.Strategy
The new European Regulation on green taxonomy recognizes the protection of biodiversity as a priority objective among the six objectives listed. The Group’s economic activities contributing to the fight against climate change are therefore assessed and audited for compliance with the Do No Significant Harm (DNSH) criteria, particularly in terms of biodiversity.
FORVIA SE’s HSE Department launched a biodiversity assessment to commit its sites to a progress action plan aimed at reducing the Group’s impact on biodiversity.
Transition plan and consideration of biodiversity and ecosystems in the strategy and business model
In 2022, FORVIA included its biodiversity transition plan in the Act4Nature approach. In this context, the Group has made commitments and has set itself targets for biodiversity, water, waste and the environment. This strategy guides the Group’s actions to reduce the pressure of its activity on fauna and flora.
Since 2023, one of the 10 Green Fundamentals (see 4.2.1. Environmental policy and culture) requires FORVIA sites to implement actions to preserve biodiversity. These actions have two components:
- ■the identification and assessment of areas of interest for biodiversity near the sites. This enables FORVIA to understand the impact of its activities on biodiversity and to take measures to limit it;
- ■the implementation of operational actions on all sites, in particular the ban on the use of herbicides or insecticides, the control of light pollution and raising awareness of employees.
Significant impacts, risks and opportunities and their interaction with the strategy and business model
FORVIA has mapped the sites located near protected areas that are most likely to have an impact on biodiversity.
In Mexico, on the sites of Ramos (FIS) and Puebla (FIS), an analysis of the existing biodiversity was carried out by a specialized consultant. Action plans were then defined and implemented to preserve and restore local biodiversity in 2023.
In South Africa, the Cape Town site (FCM) has set up underground tunnels for the passage of a threatened endemic species, the leopard toad, from the amphibian species.
4.2.6.2.Management of impacts, risks and opportunities
Description of the procedures for identifying and assessing significant impacts, risks and opportunities
To analyze the biodiversity impact of its sites, FORVIA mapped its sites located near protected areas. The Group used the Integrated Biodiversity Assessment.
Tool (IBAT). IBAT is a research service that provides access to data on biodiversity referenced by reliable international databases such as the World Database of Key Biodiversity Areas, or the International Union for Conservation of Nature (IUCN), which provide information on natural areas with significant biodiversity.
Policy
FORVIA’s environmental policy is described in the introduction to Section 4.2.1. Environmental policy and culture.
4.2.6.3.Actions implemented to preserve biodiversity
In order to reduce the footprint of its sites and preserve biodiversity, FORVIA joined Act4Nature in 2022. This international alliance, led by the French association of “Enterprises for the Environment” (EpE), was initiated to accelerate the concrete actions of companies in favor of biodiversity. In this context, the Group has made commitments and has set itself targets for biodiversity, water, waste and the environment.
In addition, the white book, Green Factory, oversees the identification and management of potential impacts on biodiversity for all new units (see Section 4.2.3.4. Climate action and resources: scope 3 – Green Factory white paper for all new units).
For existing sites, the identification of neighboring areas of interest for biodiversity (Key biodiversity areas) has been carried out.
The FORVIA Foundation has also established a three-year partnership with the Noé association, which works to protect endangered species, manage protected areas and restore biodiversity and natural environments. The Foundation supports their pollinator protection program in France, through the restoration of grasslands, the improvement of scientific knowledge on pollinators and the promotion of a change in agricultural practices.
As part of a three-year partnership with this association, two FORVIA sites in France rolled out a pilot program to preserve biodiversity – a production plant and an administrative site. At its Caligny plant (FAS), in France, the Group assessed the existing biodiversity and concrete actions were put in place. For example: creating nesting areas, reducing grass mowing and hedging, raising employee awareness and reducing night-time light pollution. A first audit was carried out in April by the Noé association on the Caligny site, in order to assess the site’s existing biodiversity before the implementation of actions and a second audit will be carried out in 2024 to assess the effectiveness of the measures taken.
In 2023, the association awarded the Group’s registered office in Nanterre, an administrative site, the “Jardins de Noé” distinction, for its commitment to biodiversity in the management of its green spaces. This distinction is based on the implementation of a charter of ten actions to protect and welcome biodiversity in urban areas. The Nanterre site complies with eight.
With these two initiatives, FORVIA wants to identify best practices to be deployed, where possible, at all its sites around the world.
In addition, Group employees can propose solidarity actions to obtain support from the FORVIA Corporate Foundation. In 2023, four solidarity projects led by employees received support from the FORVIA Foundation for the preservation of biodiversity in India, South Africa, the Czech Republic and Portugal. For example, a team of employees from the Bragança site (FCM) in Portugal will launch a project in three areas from 2024:
- ■reforestation of a forest devastated by fires in the summer of 2022, with the planting of 2,000 endemic species of trees;
- ■waste cleaning activities near a local river;
- ■awareness-raising sessions for employees and schools near the Bragança site on the importance of pollinating insects and the establishment of protected areas for biodiversity. Site employees will be invited to get involved in the project.
4.2.7.Use of resources and circular economy
4.2.7.1.Strategy (Management of impacts, risks and opportunities)
FORVIA SE focuses on the analysis of the Life Cycle of vehicles in order to target the main levers on which to act. Taking into account and improving the Group’s circularity makes it possible to reduce waste, improve products through eco-design and reduce greenhouse gas emissions (see 4.2.3.4. Climate action and resources: scope 3).
Policy
FORVIA’s commitment to the circular economy is reflected in the design of its products, taking into account their entire life cycle (eco-design, use of resources and raw materials, utilization phase, end of life and recycling).
Concerning FORVIA SE, the various actions are defined to reduce waste at source and increase the recyclability rate through the 10 Green Fundamentals (see 4.2.1. Environmental policy and culture). In 2023, the Group focused its efforts on understanding waste flows, including generation areas, characteristics, volumes and treatment channels. Action plans have been put in place on the sites with the highest contributions and are monitored on a monthly basis by the HSE Directors of the Group’s various activities.
4.2.7.2.Action: sustainable materials
FORVIA implements a circular economy throughout the life cycle: eco-design, use of resources and raw materials, usage phase, end of life and recycling. FORVIA SE mainly uses metals (around 75% by weight of the total raw materials purchased) and plastic (around 25%).
Materials for CO2-neutral products
In view of its climate ambition, and in particular its reduction target for scope 3 (see Section 4.2.3.4), FORVIA created MATERI’ACT in 2022. This new subsidiary benefits from more than 10 years of FORVIA SE’s expertise in the formulation and processing of recycled and bio sourced materials. It develops, sources, produces and sells advanced sustainable materials with a low and ultra-low CO2eq footprint.
MATERI’ACT thus offers materials whose CO2eq footprint is reduced by 20% to 85% compared to current materials, and focuses its innovations on three product lines:
- ■recycled and bio-sourced composite plastics for interiors, seats and lighting; renewable polymers are made from recycled plastics or biomass. If they come from biomass, they sequester the CO2 in the atmosphere through photosynthesis. They are also offered outside the automotive industry;
- ■low CO2eq footprint covers for seats and interiors. They have a premium feel and appearance and thus offer an alternative to traditional leather. They can also be used in other sectors, such as fashion and furniture;
- ■carbon fibers with a low CO2eq footprint for pressurized hydrogen vessels, including, in the long term, bio sourced elements; This technological innovation will drastically reduce emissions from carbon fiber production processes.
The FORVIA Group will also produce green steel thanks to the reduction of iron oxides using hydrogen and low-carbon electricity. FORVIA is a founding partner of GravitHy, which will produce hydrogen-reduced iron in Fos-sur-Mer in 2027 (“direct reduced iron”), and is also working with the steelmaker SSAB to use the first European green steel in its seats from 2025.
Transforming the industrial ecosystem
MATERI’ACT aims to sell sustainable materials, worth €2 billion in 2030, to the automotive and other sectors, such as packaging, construction, electrical goods, etc. FORVIA thus intends to have a ripple effect on the entire industrial ecosystem.
MATERI’ACT has developed strong partnerships for bio-sourced and recycled materials. The objective is to secure raw materials, ensure the industrial ability to meet customer requirements and have a lasting impact on the industry. These partnerships take different forms, including:
- ■the APM joint venture with the agricultural cooperative INTERVAL for the introduction of hemp and its co-products such as fiber in plastic materials;
- ■partnerships for the introduction of recycled content into materials with key recycling players, including Veolia;
- ■the development and sale of a sustainable alternative to leather, made from pineapple fiber waste with Ananas Anam.
Lastly, in 2023, MATERI’ACT opened an open innovation center for sustainable materials in the Lyon metropolitan area, which hosts an industrial ecosystem of universities, small companies and start-ups.
All MATERI’ACT sustainable materials are aligned with the European Union’s Green taxonomy (see Section 4.2.2).
To increase its impact, MATERI’ACT has formed a partnership with the École des Mines de Paris and is presenting a training module on ecodesign and life cycle analysis for FORVIA’s engineering teams.
Eco-design
Since 2021, FORVIA SE has used the Eco-design Assessment tool to assess the environmental impact of its innovations, with regard to eco-design criteria, throughout the life cycle of a product: from its design, sourcing, manufacture, usage, to end-of-life (for example the presence of substances of concern, the use of low-CO2eq impact raw materials – made from biomass or recycled sources, recyclability of innovation, etc.). Its use enables the proactive application of eco-design principles in the development of an innovation. In 2022, FORVIA SE further refined and formalized this tool by including circularity aspects. Eco-design Assessment is integrated into the core procedures of the innovation process and all innovations are now assessed according to this grid. Similarly, targets specifying the content of secondary (recycled) materials, the content of biomaterials, weight reduction and the potential for end-of-life recyclability have been introduced in the generic concepts of products under development for all product lines, and for all divisions.
Life cycle assessment
FORVIA SE assesses the environmental impact on the life cycle of its main innovation projects, with the aim of having 100% of innovation projects subject to a CO2eq Life Cycle Analysis over the long term. In 2024, water and wastewater will be included in this impact assessment.
Committed to the circular economy, the Group designs products taking into account their entire life cycle: use of resources and raw materials, product eco-design, usage and end-of-life recyclability. Beyond the specifications and objectives of the equipment manufacturers, FORVIA SE seeks to improve the industrial processes, the materials used and the design of its products in order to reduce the CO2 footprint of its systems throughout their life cycle.
Framed by the international standards ISO 14040 and ISO 14044, Life Cycle Assessment (LCA) measures impacts including greenhouse gas emissions, consumption of non-renewable resources and materials and water eutrophication. It takes into account the entire life cycle of products: extraction of materials, manufacture of products, delivery to the manufacturer, vehicle assembly, use by the consumer and end-of-life.
FORVIA SE conducts a simplified LCA of all its innovations on the impact of CO2eq. Depending on the criticality of the environmental risk or opportunity, FORVIA SE carries out a complete innovation LCA based on all environmental criteria. The Group has developed an internal database to identify the emission factors associated with the various activities that contribute to the CO2eq footprint of the Group and its products. This database currently contains nearly 7,000 emission factors, and is constantly evolving, with a very high percentage of primary data (specifically collected and provided by the production ecosystem, unlike secondary, generic data representing an average). This database is used for LCA CO2eq projects under development.
Against a backdrop of increasingly stringent environmental requirements, particularly for the automotive sector, FORVIA SE is keen to develop LCA with automakers and partners in the automotive sector in order to have a shared understanding of environmental issues.
FORVIA SE actively participates in five working groups on LCA led by the main industrial associations, in order to share methodologies, data, results and impacts, and the flow of information:
- ■the life cycle analysis working group led by the automotive industry platform (PFA);
- ■the eco-design working group of the Verband der Automobilindustrie (1) (VDA);
- ■the European Association of Automotive Suppliers (CLEPA) sustainable development working group;
- ■the product carbon footprint (PCF), working group of Catena-X, a collaborative data exchange platform for the automotive industry in Europe;
- ■ScoreLCA, a collaborative network on LCA in France that brings together major industrial players.
4.2.7.3.Action: recyclability and repairability of products
Recovery of production waste
FORVIA incorporates recyclability in its eco-design approach by anticipating the end-of-life phase and optimization of production waste recovery.
FORVIA systematically studies substitutes for plastics that are not yet recyclable or difficult to recycle (PVC, thermoset or composite plastics such as polypropylenes loaded with glass fibers).
In addition to materials, FORVIA SE builds into its designs the complete recyclability of interior modules. The Seating Business Group thus works to extend the use value of vehicle interiors by anticipating the replacement of parts. Interior modules are now designed to be removable, repairable and recyclable.
The Interiors Business Group has carried out recycling and recovery tests on complex products after dismantling and shredding vehicles. For example, the NAFCORECY (NAtural Fiber COmposites RECYcling) project was able to demonstrate, with the help of European companies specialized in recycling, that parts made of NAFILean® (polypropylene with natural fibers) can be processed with post-shredding technologies for end-of-life vehicles or recycling technologies used for industrial waste. The new generation of NAFILean® is being industrialized. NAFILean-R® will offer the greatest reductions in weight and CO2eq emissions to date (10% and 85% respectively). This material was recognized by the German Innovation Award 2022 and the Green Innovation Automobile Award 2022.
Electronic systems repairs: the reparlab
FORVIA SE Clarion Electronics (FCE) offers a multi-brand electronics repair service throughout Europe. Since 2005 and in partnership with several automakers, including Stellantis and Renault, FCE has been offering electronic repairs based on a circular economy model. A total of 30,000 repairs are carried out each year, thus extending the useful life of resources and reducing the generation of electronic waste.
HELLA is also committed to a circular economy. HELLA’s Life Cycle Solutions business contributes to the protection of the environment and the prudent use of resources. As part of its after-sales services, it provides wholesalers with around 35,000 different spare parts and provides repair shops with diagnostic equipment and additional tools. Thus, it helps to extend the life of vehicles and get them back on the road quickly and efficiently.
FORVIA’s industrial sites work on a daily basis to reduce, recover or recycle whenever possible the waste generated throughout the production chain.
Reduction and recovery of waste at sites
To date, 90% of FORVIA’s industrial waste is weighed individually and known in detail. The rest of the waste is generally pooled with other manufacturers in the same supplier industrial park.
FORVIA has also committed to reducing its waste intensity by 28% by 2025 (vs 2019) and by 34% by 2027.
Sites are also implementing local initiatives that improve the sorting and recovery of waste as materials, and reincorporating production scraps into processes or reusing waste.
Since 2023, a focus has been on waste which is converted into energy (combustion). FORVIA has decided to reduce this treatment method to a minimum, given its impact on CO2 emissions.
As part of its Act4Nature commitment (see 4.2.6.) FORVIA is committed to systematizing best waste management practices at 100% of industrial sites by 2025. These consist, for example, in optimizing offcuts through more precise cutting, regrinding and internally reusing plastic raw materials and packaging, implementing local circular economy loops, optimizing industrial waste sorting, etc.
In 2023, the Group refined its waste production analysis, down to workstation level. This precise analysis makes it possible to understand the waste flows of the sites and to implement appropriate actions.
At Group level, waste is now monitored monthly. It includes the volume, types of waste and treatment methods.
Stable waste generation thanks to optimization actions
The Group’s priority remains to avoid the production of waste, and it always favors internal and external recycling before opting for other disposal methods such as incineration with energy recovery.
It should be noted that some of the production plants are located on industrial sites dependent on manufacturers. At these sites, waste collection cannot always be traced back to the waste generated and collected specifically for FORVIA SE.
Every year the sites develop initiatives to reduce their environmental impact, particularly for the waste generated, of which the following is a list of examples:
- ■creation for 89.5% of sites, of a waste map, in order to improve knowledge of the areas and types of waste generated, integration in the monthly field audit tools of the verification of the quality of sorting (within teams called “HSE cores”);
- ■systematic internal recycling of injection offcuts;
- ■site-specific actions: installation of masks for better separation of materials and better recycling, at the Saint-Michel-sur-Meurthe plant;
- ■the Étupes and Méru sites in France (FIS) grind plastic offcuts and dismantle non-compliant parts to reinject them into the process;
- ■visual initiatives and competitions to improve waste sorting in plants;
- ■waste composting (for example at the Kosice site [FIS] in Slovakia);
- ■the distribution of reusable water bottles, and mugs to reduce the use of plastic bottles and cups;
- ■in addition to traditional packaging (pallets, cardboard, plastic) recycled for a large part of FORVIA sites, some sites reuse packaging, such as the Puebla Techno (FIS) site in Mexico, Changshu (FAS) in China and Augsburg (FCM) in Germany; other sites, such as Pueblo Cut&Sew (FAS) in Mexico reuse textiles and vinyl to fill seats;
- ■most FORVIA plants are equipped with compactors, which once sorted, reduce the volume of waste transported and therefore the number of truck trips for waste disposal.
Since 2023, the sites have been working to repair pallets and packaging in order to increase the life of the packaging.
4.2.7.4.Metrics and targets
Targets
The objectives are presented in the roadmap (see 4.1.3.1. Sustainable development strategy) and in the indicators below.
Outgoing resources
Within the FORVIA SE Scope, 193,000 metric tons of waste were generated, a reduction of 1.51% compared to 2022.
The Group’s sales figures correspond to the results generated during the environmental reporting period.
FORVIA’s recycling rate is 68%, a reduction of 2% compared to 2022. On a like-for-like basis between 2022 and 2023, the recycling rate increased by 4.5%, however the removal of SAS sites from the scope and the inclusion of new sites in the FORVIA 2023 scope explain the overall reduction in the recycling rate. The SAS activity, mainly related to parts logistics, generated a significant share of packaging waste (cardboard, pallets, plastic), which is by nature easier to recycle than waste from the production process.
Breakdown of total amount of waste generated, in metric tons, by treatment method
Indicator/year |
2019 |
2022 |
2023 |
2023 vs 2022 |
2023 |
2023 vs 2022 |
|
---|---|---|---|---|---|---|---|
FORVIA SE |
FORVIA SE |
FORVIA |
FORVIA SE |
FORVIA SE |
FORVIA |
FORVIA |
|
Breakdown of total amount of waste generated, in metric tons, by treatment method |
|||||||
Total (in metric tons) |
249,839 |
195,941 |
226,377 |
192,964 |
(2,977) |
226,572 |
195 |
Externally recycled |
59% |
69% |
70% |
68% |
-1 pt |
68% |
-2 pts |
Disposed of in landfill |
18% |
12% |
11% |
14% |
+2 pts |
13% |
+2 pts |
Incinerated with energy recovery |
13% |
11% |
11% |
12% |
+1 pt |
12% |
+1 pt |
Eliminated by other treatments |
3% |
3% |
3% |
3% |
- |
3% |
- |
Incinerated without energy recovery |
1% |
3% |
3% |
2% |
-1 pt |
2% |
- |
Unknown treatment sector |
3% |
1% |
1% |
0% |
- |
1% |
- |
Reused externally, without transformation |
2% |
1% |
1% |
1% |
- |
1% |
- |
4.3.Social
Employees, suppliers, customers, communities: people are at the heart of the Group’s mission. With a global presence, more than 125,000 employees for the FORVIA scope and nearly 86,000 for the FORVIA SE Scope, in 2023, the Group is convinced of the importance of promoting a culture of development, integrity and safety with its employees everywhere that the Group operates.
A member of the United Nations Global Compact since 2004, the Group is committed to respecting and promoting the international conventions of the International Labor Organization (ILO) on human rights, labor standards and the environment in its operational and commercial practices.
- ■recruiting the best talents, offering them attractive development prospects and promoting diversity within its teams while guaranteeing a safe working environment for all staff working on its sites, whether they are employees or people external to the Company (see 4.3.1);
- ■building a responsible supply chain through solid and lasting relationships with suppliers whose ethical and social values and environmental priorities are aligned with our own (see 4.3.2);
- ■supporting local communities by developing the solidarity commitment of its employees (see 4.3.3);
- ■developing products and services of irreproachable quality and safety and technologies for an ever safer and smarter driving environment (see 4.3.4).
In 2023, FORVIA SE and HELLA continued to align their human resources management systems with a common FORVIA approach, taking into account, among other things, the French anti-corruption law Sapin II.
Stakeholders’ interests and points of view
As an international company, FORVIA SE takes into account the impacts that the Group may have on all people involved in its value chain. To this end, the Group ensures that it interacts with the various stakeholders resulting from its activities, in particular with its employees, temporary workers, subcontractors, suppliers and local communities (see Chapter 4.1).
Significant impacts, risks and opportunities and their interaction with strategy and business model
FORVIA SE is concerned about protecting all its employees, temporary employees and subcontractors by guaranteeing access to a safe and healthy working environment. To this end, the Group has implemented an occupational health and safety policy, a human rights policy (see 4.3.1.1 Human rights policy), an anti-discrimination and anti-harassment alert procedure (Speak Up), training courses on occupational health and safety and human rights (see 4.3.1.1 Occupational health and safety policy).
4.3.1.Company’s own headcount
4.3.1.1.Policies
FORVIA SE’s employees represent an essential pillar of the Group’s success, which must be able to rely on the best teams around the world to maintain a competitive advantage, anticipate future trends, remain agile and innovate.
- ■respecting human rights: the fight against discrimination, the right to a fair salary, safe and healthy working conditions and freedom of association;
- ■developing constructive social dialogue through employee representative bodies for all employees. involving employee representative bodies in projects likely to significantly impact employees or jobs;
- ■promoting diversity and inclusion;
- ■developing employability throughout their working life through learning, mobility and professional training;
- ■attracting, retaining and developing talent;
- ■guaranteeing a safe working environment for all staff working on its sites, whether they are employees or external parties, and carrying out risk prevention actions; The Group carries out actions to promote work-life balance for employees.
These commitments, made by the Executive Vice Presidents in charge of human resources, legal affairs and operations of FORVIA SE, apply to all of the Group’s Business Groups and regions. They are designed and updated taking into account the expectations expressed by the Group’s stakeholders (see 4.3.1.1. Policies – Social dialogue in the Code of Ethics).
Human rights policy
FORVIA wants to ensure that human rights are respected everywhere in the world, by all its stakeholders, in particular its employees, business partners and suppliers.
- ■the human rights policy;
- ■the Code of Ethics (below);
- ■the Code of Conduct for suppliers and service providers (see 4.3.2);
- ■the vigilance plan (see 4.3.2).
The human rights policy related to working conditions formalizes FORVIA SE’s commitment on 10 key principles:
- 1 .prohibition of child labor;
- 2 .prohibition of all forms of forced labor and free choice of employment;
- 3 .freedom of association and the right to collective bargaining;
- 4 .non-discrimination and equal opportunities;
- 5 .salaries in accordance with local law and that ensure a decent life for employees;
- 6 .regulatory working hours with respect for the health and safety of employees and the work-life balance;
- 7 .development of employee education and training;
- 8 .right to health and safety of employees in the course of their activities;
- 9 .consideration of human rights and respect for local communities when acquiring and managing land or buildings;
- 10 .respect for human rights during the use of security personnel belonging to the Group or external third parties.
The policy also reiterates FORVIA’s commitments to preserve the environment and natural resources and the transition to a low-carbon economy, which are prerequisites for the respect of human rights and human health. These commitments include activities regulated by international conventions, such as the prohibition of the use of mercury and other specific chemicals and the management of hazardous waste.
To avoid any infringement, any negative impact or any abuse of rights, FORVIA’s human rights approach is based on a risk assessment, preventive measures, corrective action plans, and the collection of alerts via a whistle-blowing system (see 4.3.2.5. Vigilance plan – the whistle-blowing system)
Within its Business Groups, FORVIA annually analyzes the risks – at Group and local level – and the conclusions of the complaints procedure. Human rights or environmental violations would lead to prompt corrective measures.
Social dialogue in the Code of Ethics
Considered as a real driver of operational efficiency and sustainable performance, the development of economic and social dialogue is the subject of special attention.
FORVIA SE has included the development of economic and social dialogue in its Code of Ethics (2), structured around a number of principles and policies such as:
- ■freedom of expression and social dialogue;
- ■the right to and freedom of association (union membership);
- ■the promotion of an active policy of consultation and negotiation of collective agreements with employee representative bodies;
- ■anticipating, whenever possible, industrial and social redeployments in order to limit their impact.
The Code of Ethics specifies the Group’s commitment against discrimination of all types: age, gender, skin color, nationality, religion, state of health or disability, sexual orientation, and political and philosophical opinions or union membership. The Code of Ethics also includes the right to work in a healthy environment free from any form of hostility or harassment.
Health and safety at work policy
The Group’s ambition is to operate responsibly, guided by the principles of health, safety, respect, compliance and partnership. Providing a safe working environment for all its employees and stakeholders is at the heart of the Group’s ambition and operational excellence.
The Group’s main objective is to prevent all workplace health & safety events, aiming for “zero” accidents, striving to avoid all dangerous acts, dangerous conditions, near misses and injuries.
- ■number of accidents per million hours worked: FR1t [Indicator of frequency of accidents with or without days of incapacity] from 2.05 in 2019 to less than 1.2 in 2025;
- ■share of critical jobs from an ergonomic point of view of 10% between 2022 and 2025.
The FORVIA Excellence System (FES) (see 4.2.1.4) guides the Group’s health and safety policy in order to implement active risk prevention methods and guarantee full compliance with HSE (Health, Safety and Environment) standards, thus making it possible to anticipate and manage risks. FORVIA SE has established procedures for the continuous identification of hazards and the assessment of risks related to employee health and safety. Hazard identification refers to the identification of physical, chemical, biological or psychosocial hazards that may occur for each of the Company’s processes.
The day-to-day management of the Group’s occupational health and safety is implemented through the CARE Program, which promotes the health and safety of all employees, customers, subcontractors and suppliers working for the Group.
CARE creates a culture of health and safety in the workplace and is guided by four fundamental principles:
- ■Conformity: monitor and comply with legal requirements and relevant health and safety rules and standards (according to ISO 45001);
- ■Attitude: train and support employees, suppliers, subcontractors and visitors to instill a personal attitude of responsibility towards oneself and safety of all. The FES supports the continuous training of employees on health and safety standards;
- ■Mitigate Risks: reduce risks in operations, by analyzing all health and safety impacts (accidents, incidents, near misses and contingencies) and opportunities covering new sites, innovation, purchasing, activities and programs. This is ensured by FES audits and assessments to measure the level of risk in the factories and by the implementation of the Seven Fundamental Principles for Safety. The Group’s risk reduction strategy also involves a program to improve the ergonomic performance of workstations and a program to support well-being at work;
- ■Everyone’s commitment: adopt a continuous improvement approach for all Health & Safety events, by sharing lessons learned and best practices with all sites. In this respect, the FES offers on-site communication and an online platform to facilitate the exchange of experiences.
FORVIA SE’s Health and Safety at Work policy is managed by the Health, Safety & Environment Department. The Group Vice President HSE, who himself reports to the Executive Vice President in charge of operations, relies on a network of HSE Directors in the Business Groups (BG). Each BG is responsible for the implementation of Occupational Health and Safety policies in its respective area, through the resources and financial resources allocated to its implementation with the support of a network of HSE managers at the level of the operational divisions and sites.
For HELLA, the health & safety policy is focused on a culture of prevention: HELLA is committed to guaranteeing safe, ergonomic and healthy workplaces, recognizing the fact that protecting the health and safety of employees is essential. the utmost importance to the company. The health and safety management system at HELLA is based on the ISO 45001 standard. It relies on a complete network of HSE specialists throughout the organization, at central, site and regional level, who support management in the implementation work of politics. This HSE network is gradually becoming involved in common FORVIA processes in terms of Health and Safety, such as the sharing of good practices and the progressive implementation of the 7 Fundamentals of Safety.
4.3.1.2.Interactions with company workers and their representatives
Social dialogue
Social dialogue is a privileged means of communication. FORVIA SE communicates regularly and in a structured manner to the various employee representative bodies on its achievements, its results and, more generally, its strategy. The Group promotes social dialogue to discuss concrete achievements and best practices on safety and the improvement of working conditions. Whenever possible, FORVIA SE gives priority to finding and concluding agreements in the various projects where employee support is a guarantee of success. In the event of significant projects likely to impact employees or jobs leading to industrial redeployments, discussions are held with employee representative bodies with the aim of reaching collective agreements.
Collective agreements
- ■working conditions;
- ■working time, including the necessary flexibility to manage fluctuations in activity related to the various events that marked the fiscal year;
- ■salaries and other forms of compensation, employee profit-sharing and incentives;
- ■the implementation of digital tools or processes.
- ■421 company or establishment agreements were signed in 22 countries;
- ■62% of employees were covered by company agreements, establishment agreements and/or regional and/or national branch collective agreements.
HELLA concludes numerous collective agreements with local works councils at the sites as well as general agreements with general and group works councils every year. These include, for example, agreements on the use of specific IT systems.
Industrial and social redeployments
In all the countries in which it operates, FORVIA SE is committed to reducing the impact on employment related to downturns in activity, in particular through negotiations on changes to the organization and working hours and implementation, where they exist, of measures intended to manage cyclical situations such as short-time working.
At the same time, in any industrial redeployment operation undertaken to deal with situations of structural declines in activity, the Group favors the use of internal mobility, both geographical and functional, as well as voluntary departures. In the event that a site closure is required, the Group endeavors, where possible, to put in place re-industrialization projects by providing financial and/or operational assistance to industrial players that are likely to propose redeployment solutions to its employees. In cases where compulsory redundancies cannot be avoided, providing support for those employees concerned in developing their employability and seeking redeployment is a priority.
For example, in 2023, as part of the end of life of a customer program in Slovakia, FORVIA SE has done everything possible to convert a site to another type of activity and thus preserve 63 jobs. For jobs that could not be maintained, the Group deployed a system consisting of a set of measures intended to develop the employability of the people concerned, in particular support measures, outplacement, qualifying training in cooperation with the administration and local stakeholders. This type of system is also implemented in all industrial redeployment operations carried out within FORVIA SE.
The European Works Council
FORVIA SE’s European Works Council (SEC) is composed of 25 members elected or appointed in proportion to the number of registered employees from the various European countries where the Group operates. This forum for dialogue and discussion plays an important role in employee representation to management. The SEC receives inside information on the Company’s activity, in particular on its strategy, outlook, results, changes in the workforce as well as industrial and social redeployments.
At the beginning of 2023, at the end of their four-year term of office, the 25 members of the Committee were renewed in accordance with the provisions in force in each country. Thus, 10 new members were elected or appointed, alongside the 15 members who were reappointed. Following the changes that have occurred since then, the Committee is now composed of 10 employees from the HELLA scope and 15 employees from the FORVIA SE Scope.
The SEC met twice in plenary sessions during the 2023 fiscal year. The first meeting, on March 14, was an extraordinary session dedicated to the proposed disposal of SAS Interiors Modules. The second meeting, on May 3-4, was an annual ordinary session.
The Bureau of the FORVIA SE SEC, composed of representatives of the seven major countries in terms of headcount (Germany, France, Romania, the Czech Republic, Poland, Slovakia and Spain), met four times during 2023. An extraordinary meeting was held in February by conference call, as part of the project to precipitate the sale of the SAS Interiors Modules business.
In accordance with the agreement that the last meeting of the year may be held in a country represented on the Committee, the last meeting of the year was held in Spain in November, allowing the members of the Bureau to visit the model X.0 Interiors site in Tarazona and to discuss the Group’s strategy regarding the digital transformation in the field of operations.
To help the SEC representatives to fulfill their mission in the best possible way, a training program was launched. This program includes modules on the role of the representative on the Committee, as well as on the challenges and constraints of the automotive sector. The training will take place before the plenary meeting in 2024.
France Group Works Council
Created in 2022, the France Group Works Council was set up by an agreement signed unanimously by the trade unions. This new Committee is a forum for information and discussion on the Group’s strategic orientations and activities in France. It consists of 17 members appointed by the national trade unions, according to their representativeness. Its second annual meeting was held in Paris in June, and focused on:
- ■the presentation of FORVIA SE’s results and annual financial statements as well as its outlook;
- ■the analysis of changes to the automotive sector;
- ■activity and outlook by entity;
- ■changes to headcount.
Information sharing with other countries
In the countries where the Group operates and within the framework of the main principles and policies, the various entities are autonomous in the implementation of an in-depth social dialogue adapted to their realities and specificities.
In countries and/or regions that do not have central employee representative bodies, the Group Human Resources department coordinates the network of Human Resources Directors and country correspondents to discuss various topics and disseminate information on the Group’s strategy, results and outlook, as well as on cross-functional initiatives and topics.
Where there are central bodies such as the European Works Council or the France Group Works Council, the members also promote the sharing of information so that the greatest number of employees can discuss and thus contribute at their level to the development of social and economic dialogue.
- ■66% of employees are represented by at least one employee representative body: European Works Council, France Group Works Council, Company or establishment Works Council, trade unions, etc.
Measuring employee commitment
FORVIA conducts an annual satisfaction survey of all employees. This survey measures and collects feedback from employees on all aspects of their relationship with the Company.
- ■employee engagement which measures the level of motivation of employees in the performance of their work through job satisfaction; the recommendation of FORVIA SE as a responsible employer; pride in belonging and confidence in the strategy;
- ■the enablement of employees which measures the ability of employees to carry out their work through the understanding and commitment of employees to the Company’s strategy and culture, the quality of the relationship with the line manager, trust in general management, general perception of the Company, and well-being at work.
In 2023, the Group added two additional indices to this survey for its population of managers and professionals:
The other subjects addressed in the questionnaire relate to ethics and the whistle-blowing system, training and career development, compensation, health, safety, the environment, and the sustainable development strategy.
In 2023, the results of the employee survey showed a significant improvement in the majority of the areas covered. In particular, employees are more satisfied with the attention they receive, diversity, recognition, timely decision-making and opportunities for learning and development. However, some results are one or two points lower than the industry, including pride, intention to stay and motivation. The Group is continuing its efforts to improve perception in these areas.
4.3.1.3.Compensation for adverse impacts and listening channels for employees
FORVIA is committed to repairing the adverse impacts of its activities on people, communities and the environment. The Group has set up a whistle-blowing system for its stakeholders, including its employees (see 4.4.1.2.)
4.3.1.4.Actions and assessment of their effectiveness
Culture: “Being FORVIA”
“Being FORVIA” defines the Group’s culture and its management model, described and shared with all employees through:
- 1 .the Group’s six values, the foundation of its culture. They have been defined to meet FORVIA’s current and future challenges in a constantly changing environment. They define FORVIA, unite its employees and guide collaboration and interactions with all of the Group’s stakeholders. These values are energy, responsibility, team spirit, agility, respect and open-mindedness;
- 2 .the Management Code for managers explains the expected exemplary behavior. Training sessions are regularly organized for managers (see 4.3.1.4. Diversity & Inclusion);
- 3 .organizational principles encourage decentralized decision-making processes in the different levels of the organization in order to strengthen the autonomy of the teams and facilitate decision-making.
Competent and autonomous teams
The “Being FORVIA” culture creates an environment that holds teams accountable for their performance through a horizontal organization of autonomous teams with appropriate skills and resources.
In this context, the management of jobs and skills is essential to the success of the company. It involves supporting all talents, all backgrounds, and establishing a learning organization.
Remote work for employees
As an engineering and production company, most of FORVIA SE’s activity is carried out on-site, in engineering centers and production plants. The interactions are numerous and allow a great collective efficiency and a high level of innovation. The Covid-19 crisis revealed the effectiveness of remote working for some clearly identified activities, and also showed the importance that employees place on office interactions for socialization, team dynamics, and creative and informal discussions about work.
Since 2021, remote working has been offered as an effective and complementary tool for working in offices and sites. Eligible employees (i.e. 11,400 employees concerned) can work remotely for up to eight days per month – in agreement with their manager – depending on the needs related to their presence on this site with their teams.
The objective is to develop a hybrid work culture, combining the efficiency of face-to-face work (innovation, creativity) and the flexibility of remote working, thanks to the opportunities offered by the digitization of tools (video meetings, shared work software, etc.).
- 1 .eligibility of employees according to their profession;
- 2 .a policy focused on managerial responsibility in implementation;
- 3 .an adapted digital tool to inform teams of on-site presence;
- 4 .a revised travel policy to optimize the frequency and duration of trips and make the best use of digital alternatives.
The roll-out of these guidelines was accompanied by numerous online training and communication tools with weekly reminders for people eligible for teleworking. The purpose of the training sessions is to share best practices in flexible efficiency, for example, they cover:
- ■the organization of work and the planning of face-to-face and remote activities, in particular thanks to a new matrix to help choose between face-to-face and distance learning;
- ■the choice of the most appropriate meeting format and the conduct of meetings adapted to the challenges;
- ■socialization with teams and customers who must be the subject of special attention in a context of increasing digitization.
Diversity & inclusion
Diversity is one of FORVIA SE’s strengths and convictions. It is both a source of motivation for employees and a source of innovation. It has a positive impact on FORVIA SE’s performance and on the development of its employees. FORVIA SE promotes diversity as a real strength and asset, to act for inclusion and to fight against all forms of discrimination and harassment.
Within the Human Resources team, the Vice President of FORVIA SE responsible for the University and HR Transformation coordinates the deployment of the diversity and inclusion policy. They lead and coordinate initiatives and implement training and awareness-raising actions at Group level. They report to the Executive Vice President in charge of Human Resources.
Appointed “Champion” on diversity and inclusion topics, the senior Vice President in charge of Group Purchasing sponsors the diversity & inclusion policy and coordinates the internal network of around forty Diversity & Inclusion ambassadors around the world. Their role is to promote diversity in their scope of activity and in their country. With the support of local intermediaries, they coordinate and deploy actions for diversity and inclusion: training, awareness-raising on ordinary sexism, workshops on inclusion, sharing groups, etc. Finally, the Code of Ethics and the Code of Ethics training MOOC are distributed to each new employee.
Training is a permanent and essential lever for accelerating cultural change. At FORVIA SE, diversity management is an integral part of training through a diversity & inclusion academy. Several training modules are aimed at managers to advance the inclusive culture in terms of unconscious biases, work on stereotypes or the effectiveness of a diverse team. In total, in 2023, more than 3,500 employees received training in this area. In this context, and in order to ensure inclusive management that takes into account the challenges of gender diversity in team dynamics, more than 930 people have attended a training course for the Management Committees since its launch in 2019.
Gender equality
FORVIA SE is particularly committed to gender equality. Since 2020, the Group has been a signatory of the Women Empowerment Principles (WEPs), an initiative established by the United Nations Global Compact and UN Women.
FORVIA SE encourages the recruitment of female talent. The Group carries out actions to improve its attractiveness, particularly among female engineering students with the initiative “Women in technology”. In particular, FORVIA SE encourages its partner recruitment agencies on the issue of gender diversity. FORVIA has an objective of the representation of women among the shortlisted candidates. Two out of four profiles must be female. Lastly, FORVIA SE launched a specific program to identify and recruit high-potential female executives to join the Top 300 FORVIA leaders immediately or in the short term.
In 2023, the Group joined forces with the 12th edition of the Women in Industry Awards. The Group sponsored the “Production Women” category in order to promote women in industrial jobs and make these positions more attractive to other women. This initiative made it possible to highlight the Group’s women in various categories.
Every quarter, FORVIA SE organizes specific reviews of female talent (“Female quarterly talent review”). The Group ensures that women have regular development opportunities and identifies female employees who are ready to advance. Candidates identified by their managers as ready for a career move are systematically encouraged and promoted. This is what inspired the creation of the RISE program in 2022. The RISE program aims to prepare female talents identified as having the potential to join the Group’s Top 300 leaders in the short or medium term. During a nine-month course, sponsored by a member of the Executive Committee, female talents cover the challenges of women’s development within a company, define and affirm their ambition, remove potential barriers and build their influence and positioning strategies. They thus become role models and agents of change, particularly in terms of inclusion.
On its five campuses, FORVIA University offers two training programs to strengthen female leadership: “Female leadership program young talent” and “Female leadership program experimented one”. Delivered by diversity experts, these training courses are aimed at women who have the potential and the ambition to grow within the Group.
FORVIA SE is particularly attentive to the implementation of coaching and mentoring for female talent.
FORVIA SE supports a network of women, “Women at FORVIA”. Its purpose is to connect women with each other as soon as they arrive, to encourage exchanges, co-development and to guide them in their careers within the Group.
At the same time, throughout the year, FORVIA SE hosts events and discussion sessions specifically targeting women:
- 1 .local Let’s connect sessions: in addition to existing processes aimed at ensuring and accelerating the promotion of women within our organizations, local meeting sessions are systematically organized at site level. The aim is to connect women working on the same site (or in a neighboring region) as soon as they arrive in order to facilitate exchanges and the sharing of experiences;
- 2 .the presentations of inspiring career paths for women,Her Way: a digital event format that highlights inspiring women by inviting them to share their career paths and challenges, but also their successes;
- 3 .In Dialogue discussions: inspirational conversations in small committees between a role model leader and a group of around ten women in the Group.
FORVIA SE has set itself the target of reaching 25% women in FORVIA SE’s Top 300 leaders in 2027 (and 30% in 2030).
Several areas are being developed. The Vice President in charge of talent and organizational development in the Human Resources department is in charge of this mission.
Internally, during annual talent reviews, “People Review”, the Group identifies women with such potential and provides individualized monitoring. An individual development plan is set up with mentoring and/or coaching and/or other specific actions.
The RISE program was launched in 2022 and welcomed its second class in 2023. It generates a virtuous circle for the internal promotion of women to FORVIA SE’s Top 300 leaders. This nine-month support program includes collective coaching sessions, co-development exercises and networking events. It is sponsored by four members of the Executive Committee, including the Chief Executive Officer. By developing female talent at the highest level, the Group is developing more inclusive management, allowing female potential to be developed in turn by these role models.
Then, the Female quarterly talent reviews make it possible to identify those ready for the next stage and to put them forward for positions to be filled.
Externally, we have launched a specific program with two partners to identify high-potential women in the market who can immediately or in the short term take up positions in management bodies. This reinforcement plan increases the possibility of appointing women to FORVIA’s Top 300 leaders.
In 2023, FORVIA received the silver trophy for the U Spring event (Paris), which brings together several thousand Human Resources and training professionals. This award recognizes the most innovative diversity initiatives. FORVIA was recognized for its progressive approach based on the development of women and the evolution of the Company’s culture.
Diversity
FORVIA SE promotes local jobs for management positions in order to better understand specific cultural contexts and thus strengthen its performance. The Group also strives to have a positive impact on the economic development of the regions where it operates, by employing and developing local talent around the world.
FORVIA SE has included its commitment to the professional integration and development of young people in its Code of Ethics (3). The Group promotes access by young people to various types of contracts, including apprenticeship contracts, and has a policy of hiring them early in their careers (see 4.3.1.4. Talent management – Early career hires):
FORVIA SE strives to give them access to the training necessary to carry out their activity and build their career path.
In 2023, FORVIA SE received the Happy Index Trainees label worldwide, in Europe, Poland and France. This certification recognizes companies that take good care of the onboarding, support and management of their interns, work-study students and international volunteers (VIE).
FORVIA SE launched an awareness-raising campaign on internal best practices, unconscious bias and possible blockages. In 2022, the Group also designed a library of 10 online courses on this subject. Its deployment continued in 2023, with seven new courses.
Learning organization
FORVIA SE is committed to supporting its employees in their learning and development. The Group ensures that employees acquire new skills through challenging positions. FORVIA SE also implements monitoring, coaching and training programs.
Training policy
Training serves to implement the Group’s strategic orientations. It also supports changes in organizational methods and operating principles in force within the Group. Changes induced by the Being FORVIA approach are integrated into the Group’s training programs.
Among the priorities of the training plans, FORVIA SE has set itself the goal of improving the performance of plants, enhancing the appeal of its offerings to customers, increasing the technological expertise of products and processes, and strengthening the common culture and ethics, and combining the use of appropriate working methods.
Training supports the development and employability of employees at all levels of responsibility. In conjunction with career management, it is a factor in terms of employee commitments.
The training plans aim notably to increase the professionalization of employees, promote their career development and strengthen their employability, develop managerial skills in line with FORVIA SE’s managerial skills model (see below), and develop the ability to work in a global context.
For example, in Slovakia, in Europe, where more than 20% of employees at the Lozorno, Hlohovec & Kosice sites from non-European countries (Vietnam, India, Serbia and Ukraine) are supported in their individual development so that on their return to their respective countries, they can use the skills and know-how acquired within the Group to contribute to their economic development.
Training system
FORVIA SE’s training offer is intended for all employees. It is organized by major theme (leadership, finance, sales, HR, diversity, inclusion, etc.), then rolled out by targets with appropriate methods.
The formats are adapted to the pace and requirements of the business lines: action-training methods, internal training, use of adapted digital tools, workshops around the sharing of experience and expertise. In order to be accessible to all, numerous training courses are available in face-to-face and digital format.
- 1 .plant performance and optimal production start-up;
- 2 .offers to customers;
- 3 .technological expertise;
- 4 .managerial skills;
- 5 .value creation and enterprising spirit;
- 6 .working methods for excellence and creativity.
The university is present on five regional campuses: in Europe (Nanterre), in China (Shanghai), in North America (Auburn Hills and Puebla) and in India (Pune). 23,000 managers and professionals have access to FORVIA University’s programs and services. It aims to promote the development of managerial skills necessary for the Group’s transformation by:
- 1 .successful integration into the Group’s culture;
- 2 .acquisition of skills necessary for professional development in each function: sales, purchasing, human resources, HSE, etc.;
- 3 .strengthening their management skills and leadership;
- 4 .preparation for key positions: plant manager, program manager, engineering teams manager, etc.
It is enhanced by the constant presence of our managers or Executive Committee members who take part, speak to, or interact with participants.
FORVIA University continues the roll-out of the All on Board Connect program. This learning community is dedicated to helping all Group employees better understand the major issues and engage in the Group’s transformation. Specific training courses and workshops have been developed to support the HELLA and FORVIA integration teams, who work together on a daily basis.
Since 2019, FORVIA University has been Corporate Learning Improvement Process (CLIP) accredited by the European Foundation for Management Development (EFMD). It is one of the 25 most mature corporate universities of major global groups (Siemens, L’Oréal, Telecom Indonesia, Grupo Santander, etc.). These companies share joint ambitions and best industry practices. In particular, they are considered as a reference in terms of the strength of top management’s alignment with the role and mission of the FORVIA University, as well as the quality and speed with which the FORVIA University offer is being put online. This FORVIA University accreditation, issued for a period of five years, was successfully renewed in 2023.
The Learning Lab is a digital learning platform. Its library has over 620 courses available in more than 23 languages. Accessible to as many people as possible, the platform is available on professional and personal computers or smartphones. Since this year, the platform is directly accessible on Teams, and has been opened to all HELLA managers and professionals.
The offer includes business and managerial training courses, as well as many discovery modules (digitization, artificial intelligence, etc.). Some knowledge is validated by internal certificates, on subjects such as communication, artificial intelligence, creativity, time management and sustainable development. It also offers training on the Group’s strategy and financial results.
In 2023, the Learning Lab had accumulated more than 422,000 million hours of training delivered (five hours per person) and continued to increase its level of activity by 16% compared to 2022.
Talent management
Talent acquisition and retention
The recruitment management centers, called “talent hubs”, implement local recruitment programs for young graduates and early-career professionals. One of the key levers used by the Group to achieve its objectives of hiring young graduates is the international volunteer scheme in companies (VIE).
FORVIA SE has set up a recruitment program for high-potential profiles in France, Germany, the United States and China with the aim of preparing them, through an accelerated career plan, to become our future leaders. In addition, FORVIA SE carries out a specific recruitment plan aimed at detecting women who can join FORVIA SE’s Top 300 leaders immediately or in the medium term.
All new hires follow a specific onboarding program called Welcome On Board to discover the Group, its values, its strategy, its organization and to familiarize themselves with the culture and its operational systems. It is an application integrated into Teams, which offers them personalized notifications every day, adapted to their needs.
Some countries have held special events, such as orientation days, to expedite the integration of new hires.
Annual appraisals and skills development
Fair and evidence-based assessment of performance is an essential part of the “Being FORVIA” culture.
Aligned with FORVIA SE’s transformation strategy, the managerial skills model encourages the development of agile and inclusive leadership. It presents the essential skills that a leader must acquire according to their level of responsibility within the organization. It encourages everyone to develop their own leadership potential by providing illustrations of the different levels of ability, and ideas for key actions to be implemented to achieve this. It provides benchmarks for the self-assessment and assessment made by managers during annual performance appraisals. It serves as a reference for employees to build their individual development plan.
Each year, the Group launches a campaign to assess the performance of managers and professionals. The annual appraisal, which takes place between a manager and his or her employee, aims to assess the achievement of individual objectives over the past year, and managerial skills and behavior in relation to FORVIA’s six new values defined in 2023.
The performance appraisal also makes it possible to define individual development plans. These enable everyone to define the development actions to be carried out over the coming year in order to develop the performance and potential of each employee.
It is also a key moment to discuss the coming year and jointly define the related individual objectives.
FORVIA SE supports the needs of each manager and professional, with a particular focus on their expected potential over the coming years:
- 1 .Once a year, the Executive Committee reviews the Group's high potentials with a particular focus on succession plans for executive managers. This Group succession plan is presented to the members of the Governance, Appointments and Sustainable Development Committee of the Board of Directors, then to the Board of Directors.;
- 2 .the Group conducts an annual review of the teams (called “people reviews”) at all levels; sites, divisions, Business Groups, and Group. It makes it possible to identify potential, define succession plans for key positions and discuss career opportunities for the Group’s potential talents;
- 3 .reviews (known as “key reservoirs”) were organized in North America and Asia to develop promotion and internal mobility and optimize talent management at the local level;
- 4 .monthly reviews are carried out at Group level in order to promote internal mobility of the top 300 leaders between the different Group entities;
FORVIA SE is also particularly attentive to emerging skillsets: data, artificial intelligence, etc. The Group anticipates the deployment of these skills by developing ad hoc training offers and identifying needs within the organization.
FORVIA SE offers its talents coaching and mentoring. The Group is particularly vigilant to ensure that these programs benefit female talent, in order to accelerate their careers.
Career opportunities
The Group’s internal promotion policy is to offer career opportunities to managers and professionals who are successful and and whose potential has been identified. It is based on:
- ■annual talent and succession plans reviews;
- ■individual development plans;
- ■the assessment of managerial skills according to the FORVIA SE managerial skills model;
- ■external assessments to best support potential and career choices.
FORVIA SE offers diverse career paths: inter-function or inter-division mobility, assignments to projects or short-term assignments, professional opportunities abroad or participation in international projects. The aim is to expose talents outside their comfort zone and enable them to develop their skills.
Lastly, FORVIA SE has a specific career management policy for its nearly 400 scientific and technical experts. The Group recognizes and particularly values their technical and technological expertise in order to strengthen business skills and the specificities of the products offers.
Talent retention
Development of leadership and career opportunities, but also training, coaching and mentoring help to retain talent.
In 2023, the resignation rate of managers and professionals in the FORVIA SE Scope decreased to 9.8% compared to 12.6% in 2022. On the FORVIA scope (including HELLA), the resignation rate of managers and professionals was 8.6% in 2023.
- ■actions to retain key skills;
- ■a plan to strengthen and attract talent;
- ■a robust skills development plan through the internal University.
Compensation
The Group complies with the regulations in force in each country regarding minimum wages and compensation agreements.
In order to attract, retain and motivate talent, FORVIA SE’s compensation policy is determined in a way to ensure it is competitive with the internal compensation practices of the local market for each of the Group’s entities and complies with legal regulations. To this end, each year FORVIA SE examines market practices with firms specialized in compensation.
Compensation packages depend on several elements, including the level of responsibility exercised. Thus, the higher the level of responsibility, the greater the share of short-term and long-term variable components of total compensation.
In 2021, FORVIA SE reviewed the nature of the quantifiable criteria for annual variable compensation, which until then had focused solely on financial items, in order to harmonize the structure for all eligible employees.
Given the strategic importance of a climate transition via the reduction of greenhouse gas emissions, and the response to the expectations of stakeholders in terms of non-financial objectives, the Group has included a quantifiable environmental criterion since 2022 in line with the Group’s carbon neutrality trajectory.
The criterion chosen is related to the reduction of CO2eq emissions (measured in tCO2eq for scopes 1 and 2) and energy consumption. This criterion, applied from 2022 for all eligible FORVIA SE employees, i.e. 4,800 managers & professionals, is a driver of motivation for the achievement of the objectives set by the Group.
- ■for the Chief Executive Officer:
- ■quantifiable criterion linked to the Group’s financial results representing 60% of the FVC target, of which 50% linked to a net debt/EBITDA ratio target and 10% linked to FORVIA synergies,
- ■a quantifiable criterion related to the reduction of CO2 emissions representing 15% of the FVC target,
- ■qualitative criteria covering strategic, business development and managerial objectives representing 25% of the FVC target;
- ■for the other eligible members (members of the FORVIA SE Executive Committee, Top 300 leaders belonging to the Group Leadership Committee and 4,800 managers and professionals), the structure has been harmonized as follows:
- ■quantifiable criteria linked to the financial results of the Group or the Business Group representing 50% of the FVC target,
- ■quantifiable criteria related to the reduction of CO2 consumption and energy savings for the Group and Business Groups representing 15% of the FVC target,
- ■qualitative criteria linked to the individual contribution to financial results representing 35% of the FVC target.
FORVIA SE has set up a free share allocation program subject to performance conditions. This is intended for members of the Top 300 leaders belonging to the Group Leadership Committee with a view to creating motivation and loyalty.
For HELLA, talent management is structured around different programs. One of the major axes is development planning between the employees and their managers as part of the annual “Performance Review” evaluation process.
As part of the annual talent review process, the HR function collaborates with managers to systematically identify the potential of employees according to standardized rules. On this basis, candidates are selected to follow development programs. HELLA also offers numerous programs and mentoring opportunities at the local level to promote talent. These programs enable talented individuals to network with each other and gain additional qualifications to systematically prepare them for later career stages. This approach also helps retain talent within the company.
Entitlement to these shares is subject to continued employment and the following five performance conditions:
- ■an internal performance condition, linked to the Group’s operating income, representing 20%;
- ■a second internal performance condition, linked to the Group’s net cash flow, representing 25%;
- ■a third internal performance condition linked to sustainable development, on the proportion of women among the Group’s managers and professionals, representing 10%;
- ■a fourth internal performance condition linked to sustainable development, relating to the reduction of the Group’s CO2 emissions, representing 15%;
- ■an external performance condition linked to the growth of the Group’s basic earnings per share compared to that of a peer group consisting of 12 comparable global equipment manufacturers, representing 30%.
Health and safety at work
FORVIA SE undertakes to guarantee a safe working environment for all staff working on its sites, whether they are employees, temporary employees or external parties. The Group takes actions that aim to reduce the main safety risks identified: that of physical injury related to production activities, and that of occupational illnesses related to the ergonomics of workstations.
FORVIA SE has set two priorities: protecting the health of employees and improving workplace safety. To this end, the Group is committed to implementing the policies and measures necessary to anticipate and manage the risks that could affect the safety of employees and subcontractors in their daily operations.
For the health of employees, FORVIA SE has identified three major risks. Musculoskeletal disorders (MSDs), which can be caused by poor ergonomics, inadequate posture or repetitive efforts, are the first risk. The second risk concerns respiratory disorders that can result from exposure to chemicals or dust. The third and last risk identified concerns psychosocial risks (PSR) to which the Group’s employees may be exposed.
- ■the first risk is related to road traffic outside the establishment, which can cause commuting accidents;
- ■the second risk concerns falls on the same level, such as slips or trips, which can cause injuries;
- ■another risk of accident comes from internal traffic on the site, related to logistics or the use of machinery;
- ■the fourth risk is directly related to the use of machines and various workstations, where risky operations, such as working at heights or in confined spaces, can also cause accidents. This risk also includes the risk of fire or chemical risk that can cause burns or suffocation;
- ■finally, the last danger is the manual transport of loads or sharp parts, which can cause serious injuries to employees.
FORVIA SE focuses on the proper application of the rules common to all, the “Seven Fundamental Principles for Safety”, in particular in the sites that had the highest FR1t frequency rate during the previous year. Systematic audits have highlighted operational priorities and helped to support managers to accelerate the deployment of their accident prevention system.
FORVIA SE emphasizes the proper application of the rules common to all. In 2023, a fatal accident was reported within FORVIA SE, which led to reinforced the monitoring of the application of the “7 Fundamental Principles for Safety”, which have become the “7 Mandatory Safety Rules”. Such an accident has not happened since 2018. It prompted an adequate and immediate response. All measures have been taken to prevent such an accident from happening again. Systematic audits make it possible to target operational priorities and support managers to accelerate the deployment of their accident prevention system.
Excellence approach: FORVIA Excellence System
The health and safety of employees, in the same way as the protection of the environment, is the foundation of FORVIA SE’s HSE management tool, the FORVIA Excellence System (FES) (see 4.2.1.4.). It is based on active methods of preventing risks that could affect employee safety, and makes it possible to regularly check their proper application and measure their effectiveness. It supports all production activities, where employees and subcontractors may be exposed to the risk of work-related accidents. It incorporates the quality, environmental and safety standards of the automotive industry, and thus helps to enable compliance with these standards: IATF 16949, ISO 14001, ISO 45001.
Updated in June 2023, the FORVIA Excellence System 4.0 now unites the respective approaches of FORVIA SE (FES x.0) and HELLA. A common reference framework for FORVIA SE and HELLA was developed during this update. This contributes to the alignment of practices within the Group.
Workplace safety deployment
By building on the HSE teams at the various sites, FORVIA SE ensures that communication with employees is ensured and that their expectations, requests or alerts are taken into account. To better identify feedback and improve working conditions for all, the unions and representatives provide extensive feedback from the field.
- ■establishing and maintaining a qualified global health, safety and environmental network;
- ■enabling each employee to formulate an alert in the event of a risk to health, safety or the environment (Alert Management System, or AMS);
- ■creating and promoting e-learning and training courses;
- ■deploying the “Seven Fundamental Principles for Safety” and 13 Highly Recommended Logistic Guidelines;
- ■sharing HEALTH (health, ergonomics), and CARE moments (safety);
- ■reporting on key safety performance indicators (FES audits, monthly performance review by the Executive Committee and the Operational Committee);
- ■promoting well-being at work through the right to disconnect and a psychological counseling service.
A qualified global network in health, safety and environment
Notably through the FORVIA Excellence System (FES), all employees are continuously trained in HSE rules.
On sites, several communication media (video, message, presentation) remind all employees on a daily basis of the “Seven Fundamental Principles for Safety”, in particular the “Stop Work” principle, which authorizes all employees to stop working if safety conditions are not met. In a systematic way, all meetings begin with an aspect of safety.
In order to provide information that is always up-to-date, FORVIA SE makes continuous efforts such as the implementation of a national legal watch. The latter covers topics related to the environment as well as health and safety. The Group also works with local regulatory authorities (such as the French Labor Inspectorate or the Regional Departments for the Environment, Planning and Housing [DREAL] for the environment). In this way, its sites can check their compliance with the recent regulations in their country of operation and, if necessary, adjust their internal standards. This information is summarized and published in a quarterly monitoring newsletter by the Group Monitoring Committee and supplemented each quarter by an HSE regulatory monitoring which details the actions to be implemented on the sites.
Encouraging e-learning
An online platform enables the sharing of best safety practices, with nearly 1,000 best practices recorded in 2023. On a monthly basis, site HSE representatives vote for their best practice. These actions promote exemplary behavior and enhance the commitment of employees in the process of the continuous improvement of safety and the reduction of environmental impacts.
Safety rules
To guarantee the safety of all, the Group continued to apply the “Seven Mandatory Security Rules”. Formerly called the “Seven Fundamental Principles for Safety”, these golden rules have been renamed to reflect the mandatory aspect for all.
These rules are supplemented by specific rules for the logistics activity: 13 Highly Recommended Logistics Guidelines. Work is also planned for 2024 on this subject to simplify these rules and transform them into mandatory rules for logistics.
Workplace safety culture: the CARE program
In order to create a global culture of safety and ergonomics at work, FORVIA SE designed the CARE program. This program raises awareness and engages all employees and subcontractors on a daily basis and in the course of their work. After being rolled out at the FORVIA SE sites, the roll-out of the program began at the HELLA sites in 2023. It has reached a total of 300 sites worldwide and nearly 87,000 employees.
- ■Compliance: compliance with Health, Safety, Security and Environment rules through training and audits;
- ■Attitudes: reflexes and practices for the safety of all employees;
- ■Risk Mitigation: risk prevention and detection. Note: the identification of hazards refers to the identification of physical, chemical, biological or psychosocial hazards that may occur for each of the Company’s processes;
- ■Everyone’s engagement: the commitment of everyone, from operators to executives, and including all levels of management.
The CARE moments published each week correspond to two communication pages that deal with different issues on a given security topic. The topics addressed in CARE Moments are generally closely related to the activity that took place within the Group or to events external to the Company such as World Days for example.
In addition to CARE moments, which are essentially informative and non-binding, FORVIA SE uses internal cross-sectional action notes. More formal, they convey important information in the event of an accident or near miss, the analysis of which would lead to immediate action on all or some of the Group’s sites.
Monitoring of key performance indicators and risk assessment in the plant
Each year, an internal team conducts FES audits to verify compliance with the “Seven Fundamental Principles for Safety” and assess the level of risk at all sites. In 2023, 160 7SF audits were carried out.
In addition, FORVIA SE regularly launches actions to detect and prevent occupational safety risks in all its plants. Each “Autonomous Production Unit” aims to detect one risk per day. At the heart of the safety approach, employees participate directly in the daily identification of risks to better anticipate accidents. In 2023, more than 46,000 risks were detected and resolved each month on average across the Group.
Health and ergonomics
The main occupational illnesses reported throughout the Group are musculoskeletal disorders. In this context, FORVIA SE has been implementing measures for several years to better take into account and reduce the arduous nature of the workstations concerned, with each workstation being classified according to its level of arduousness. In France, the Group follows the “TMS Pros” approach of the Caisse d’assurance retraite et santé au travail (French retirement insurance and workplace health organization – Carsat), a four-step prevention approach to help companies reduce the impact of musculoskeletal disorders and back pain.
For the design of new workstations, the Group uses the “Ergonomic Memorandum” guide, which sets out all the ergonomic rules (posture, effort, repetition of operations, distances traveled, manual transport, work environment, light and noise).
- ■reduce the risk of accidents;
- ■enable operators to ensure quality and performance under the best possible conditions;
- ■make workstations accessible to as many employees as possible.
Workstation ergonomics are systematically taken into account from the design stage of new products and production tools and checked on a daily basis and during production plant audits. These analyses, whose efficiency has been improved by the introduction of digital technology augmented by artificial intelligence, guide the implementation of workstation improvement solutions.
Employees at production sites and all operations and plant managers receive training in ergonomics. Ergonomics are also included in the Group’s best practices collection process.
One of the objectives for 2023 was to improve ergonomics at work to deal with health-related risks and to enable monitoring, in particular on the percentage of critical workstations.
From 2018, a partnership was established with Moovency for the deployment of a digital workstation ergonomics assessment solution. The Kiméa solution proposed by Moovency makes it possible to save time in the evaluation of workstation ergonomics, by combining the flexibility of a smartphone and the precision of motion and position sensors.
FORVIA SE has also set up a network of ergonomists, experts on the subject, divided between the HSE and ME (Method and Engineering) teams, which intervene at the level of both existing workstations and new programs.
For HELLA, the ergonomic design of workstations takes work processes into account. The emphasis is placed on physical constraints (especially musculoskeletal), but also psychological and social. Workstation design is already at the center of production planning and is considered and improved, for example, by the use of simulation models.
Well-being at work and prevention of psychosocial risks
Right to disconnect: in France, FORVIA SE has taken specific measures to ensure that its employees have the right to disconnect. Indeed, the development of digital tools, levers of performance and responsiveness, can tend to blur the boundaries between private and professional life. FORVIA SE wishes to ensure respect for rest periods and holidays as well as personal and family life. All employees, including managers and professionals and Executive Management, have the right not to be contacted outside their normal working hours, whether by e-mail, messaging or telephone calls.
Psychological counseling service: as part of the psychosocial risk prevention plan, FORVIA SE, in France, has used an external service provider for the past ten years to provide its employees with a psychological counseling service. The specialist firm also conducts targeted training and interventions on the sites: support for employees, discussion groups, individual interviews, etc.
4.3.1.5.Metrics and targets
Targets
The objectives are presented in the roadmap (see 4.1.3.1. Sustainable development strategy) and in the indicators below.
Work organization
Work organization
|
2022 |
2023 |
2022 |
2023 |
2023 vs 2022 |
FORVIA SE* |
FORVIA SE* |
FORVIA* |
FORVIA* |
FORVIA* |
|
Double shift |
26,666 |
22,893 |
|
31,153 |
The organization of work aims to meet the needs of the Group’s customers taking into account the production capacity of our plants. The so-called shift working hours ([1], [2] and [3]), which mainly concern the Group’s production plants, represent 50% of our registered headcount. |
Three shift |
19,812 |
22,984 |
|
30,039 |
|
Weekend (reduced weekend hours) |
270 |
93 |
|
987 |
|
Other |
39,676 |
39,816 |
|
63,451 |
|
*Excluding SAS activity. |
Subcontracting
|
2022 |
2023 |
2022 |
2023 |
2023 vs 2022 |
FORVIA SE* |
FORVIA SE* |
FORVIA* |
FORVIA* |
FORVIA SE* |
|
One-off subcontracting projects |
1,381 |
1,561 |
|
|
Within the FORVIA SE Group scope, the call for subcontracting grew in 2023 in line with the resumption of activity in our production plants and greater use of security, cleaning and maintenance service providers. |
Ongoing subcontracting |
3,860 |
4,044 |
|
|
|
Total |
5,241 |
5,605 |
|
|
|
*Excluding SAS activity. |
Employed workers
Over the past few years, FORVIA SE has grown significantly, with a headcount of 85,800 people, including 22,600 managers and professionals at the end of 2023. The FORVIA group (including HELLA) has 125,600 registered employees, including 40,200 managers and professionals.
In 2023, FORVIA SE recorded an increase of 25,300 open-ended (CDI) and fixed-term contracts (CDD), i.e. 2.4% more than in 2022. The FORVIA group recorded 34,800 open-ended and fixed-term contract hires.
In a context of growing tension in labor markets, the teams of FORVIA SE’s Talent Hubs, particularly in Mexico, the US, India and China, have stepped up their activities to attract the best talent. 2023 was marked by the full deployment of artificial intelligence into recruitment, with the use of matching, which significantly expands the identification of potential candidates aligned with the Group’s needs.
This same technology also makes it possible to recruit young graduates and more experienced managers, through virtual recruitment campaigns, highlighting the Group’s new employer brand and new mission.
In 2023, FORVIA SE received more than 150,000 résumés from young graduates during recruitment forums that were held in a number of countries (France, Mexico, India, etc.). The presence of women increased by 25% in our total candidate databases.
News hires and registered employees
|
2022 |
2023 |
2022 |
2023 |
2023 vs 2022 |
---|---|---|---|---|---|
FORVIA SE* |
FORVIA SE* |
FORVIA* |
FORVIA* |
FORVIA* |
|
New hires |
|||||
Open-ended contract hires |
12,195 |
11,290 |
|
14,836 |
For the registered employees in the FORVIA scope, 34,833 hires were made in 2023, of which 42.6% on open-ended contracts and 57.4% on fixed-term contracts. Operators & workers accounted for 77% of hires in 2023, compared to 7% for technicians, foremen & administrative staff and 16% for managers. |
Fixed-term hires |
12,505 |
14,011 |
|
19,997 |
|
Total hires |
24,700 |
25,301 |
|
34,833 |
|
Registered employees |
|||||
Registered employees |
86,424 |
85,786 |
124,796 |
125,630 |
The FORVIA group’s total headcount represents 153,462 employees and results from the consolidation of 109,352 FORVIA SE employees and 44,110 HELLA employees. The FORVIA group’s registered headcount represents 125,630 employees and is the result of the consolidation of 85,786 Faurecia employees and 39,844 HELLA employees. The FORVIA group’s temporary workforce represents 27,832 employees and is the result of the consolidation of 23,566 Faurecia employees and 4,266 HELLA employees. The proportion of temporary employees for the FORVIA scope was 18.1% at the end of 2023. |
Temporary employees |
22,309 |
23,566 |
27,584 |
27,832 |
|
Number of employees |
108,733 |
109,352 |
152,380 |
153,462 |
|
% FORVIA SE employees |
79.5% |
78.4% |
81.9% |
81.9% |
|
% temporary employees |
20.5% |
21.6% |
18.1% |
18.1% |
|
Registered workforce by category |
|||||
Operators & workers |
54,401 |
54,479 |
71,968 |
72,262 |
The FORVIA group’s registered workforce can be broken down into 57.5% for operators & workers, 10.5% for technicians, foremen & administrative staff and 32.0% for managers. |
Technicians, foremen & administrative staff |
9,350 |
8,702 |
13,822 |
13,159 |
|
Executives |
22,673 |
22,605 |
39,006 |
40,209 |
|
Number of employees by type of contract |
|||||
Open-ended contracts (CDI) |
79,432 |
78,843 |
115,561 |
116,367 |
The FORVIA group’s employees on open-ended contracts represented 92.6% of the Group’s registered employees at the end of 2023. |
Fixed-term contracts (CDD) |
6,992 |
6,943 |
9,235 |
9,263 |
|
Registered employees of acquisitions/disposals |
|||||
Operators & workers |
|
(4,534) |
17,567 |
(4,534) |
As a reminder, the 2022 figures correspond to the acquisition of HELLA. The FORVIA group experienced four major disposals in 2023: disposal of the SAS business representing 4,473 employees to Motherson, disposal of the heavy goods vehicle decontamination activity to Cummins representing 1,001 employees, disposal of its activities in Russia representing 475 employees to Formatinvest, and sale of an internal activity to the Indian company TAFE representing 191 employees. |
Technicians, foremen & administrative staff |
|
(562) |
4,472 |
(562) |
|
Executives |
|
(1,044) |
16,333 |
(1,044) |
|
Open-ended contracts (CDI) |
|
(5,719) |
36,129 |
(5,719) |
|
Fixed-term contracts (CDD) |
|
(421) |
2,243 |
(421) |
|
*Excluding SAS activity. |
Non-salaried employees
The indicators on the Group’s headcount (above) cover temporary employees. FORVIA SE will extend this scope to self-employed workers.
Employee engagement
The response rate of employees to the 2023 survey for the FORVIA scope (including HELLA) was 87%. For the FORVIA SE Scope, the response rate in 2023 reached a record level of 90%.
Participation was homogeneous both within the Group’s entities and countries. Employees in the managers and professionals category had the highest rating increase for 2.7% on average of the subjects addressed by the survey. The results related to the rest of the salaried population are stable with an increase of 1.1 points for the subjects addressed.
- ■ NFPD The commitment index of FORVIA employees (including HELLA) reached 75%. For the FORVIA SE Scope, the index increased by 2% in 2023, reaching 75%, the first significant increase in two years. The result of FORVIA SE is two points higher than the benchmark index for the goods and equipment industries (survey conducted among one million employees working in the sector). FORVIA SE is also well positioned compared to other international groups with a result in line with the general industry benchmark (survey conducted among six million employees in the industrial sector).
- ■The enablement index (ability of employees to perform their work) of FORVIA (including HELLA) reached 76%. For the FORVIA SE Scope, the index increased by two points in 2023, reaching 76%, i.e. eight points above the benchmark for the goods and equipment industries and four points above the benchmark for industry in general.
- ■The well-being at work index is calculated only for managers and professionals. For FORVIA (including HELLA), it was 72%. For the FORVIA SE Scope, it was 74%, i.e. three points above the benchmark index for industry in general (GI) and six points above the benchmark index for the goods and equipment industries (GI).
- ■The diversity & inclusion index covers only managers and professionals. For FORVIA (including HELLA), it was 80%. The result for the FORVIA SE Scope was 80%, i.e. five points above the benchmark for industry in general and nine points above the benchmark for the goods and equipment industries (GI).
The results are analyzed at Group, country and plant level. It enables each level of FORVIA SE’s management to analyze and compare the results internally but also externally via benchmarks. On the basis of these results, the management draws up specific action plans to respond to the points raised by their teams.
For example, the 2023 action plan, based on the 2022 results, focused on: pride in belonging and recommendation of the Company, training and career development, compensation and benefits, work-life balance. At each level of management, the Group imposes the review and definition of appropriate actions to improve the lives of employees within the Company. At site level, this is directly linked to the employee engagement, motivation and communication plan, which is a requirement of the FORVIA Excellence System (see 4.2.1.4.) The sites have also set up commitment and motivation plans to encourage the organization of events around sustainable development, sport, health, diversity, etc.
The 2023 results reflect the measures taken by the Group to meet the needs expressed by employees during the 2022 survey, such as the increase in the budget allocated to salary expenses and the share of individual performance bonuses, and the setting up of a flexible working policy to improve work-life balance.
Collective bargaining and social dialogue
- ■421 company or establishment agreements were signed in 22 countries;
- ■62% of the Company’s employees were covered by company agreements, establishment agreements and/or collective agreements of regional and/or national branches, slightly lower than in 2022 due to the absence of the renewal and/or signing of new agreements, particularly with regard to the improvement of health conditions related to Covid-19 in certain countries;
- ■66% of FORVIA SE’s employees are represented by at least one employee representative body: European Works Council, France Group Works Council, Company or establishment Works Council, trade unions, etc.
Diversity
FORVIA SE has set itself the goal of boosting the recruitment and internal promotion of women in order to increase the presence of women among managers and professionals and the Top 300 leaders.
FORVIA SE has set itself the target of reaching 25% women in the Top 300 leaders in 2027 (and 30% in 2030).
Targets for 2027 and 2030 (see table at the end of the section) have been put in place to ensure good progress, and are monitored by top management on a monthly basis. In particular, FORVIA SE’s objective for 2027 is 30% women among managers and professionals. This objective is also included in the long-term bonuses of the Top 300 of FORVIA SE leaders, which places the Group among the leading companies that have made this priority one of those of top management.
- ■38.5% of external hires of managers and skilled professionals were women, up compared to 2022 (35.4%);
- ■in 2023, the internal promotion rate was 28.4%, up slightly compared to 2022. The aim is to align it with the growing presence of women at FORVIA SE, the principle of equal opportunity to which FORVIA SE is very committed;
- ■42% women on the Board of Directors;
- ■15% women on the Executive Committee.
Equal pay
Since 2016, FORVIA SE has analyzed pay equity between women and men in the Group’s main countries. The results do not show any major differences at the statistical level. Differences at the individual level are corrected on a case-by-case basis.
Diversity
Diversity of nationalities
Local employment
FORVIA promotes local jobs for management positions in order to better understand specific cultural contexts and thus strengthen its performance. The Group also strives to have a positive impact on the economic development of the regions where it operates, by employing and developing local talent around the world.
Inclusion of young people
Age pyramid by gender
|
2022 |
2023 |
2022 |
2023 |
2023 vs 2022 |
---|---|---|---|---|---|
FORVIA SE* |
FORVIA SE* |
FORVIA* |
FORVIA* |
FORVIA* |
|
Men |
|
||||
< 20 years |
639 |
659 |
832 |
886 |
Women represented 35.7% of the FORVIA group’s registered headcount, an increase of +0.4 points compared to 2022. They represented 40.1% of operators & workers, 33.2% of technicians, foremen & administrative staff, and 28.6% of managers across the Group. FORVIA is a relatively young group with 56.0% of registered employees aged under 40 and 23.9% aged under 30. 24,327 registered employees are over 50 years old, i.e. 19.4%. For all age brackets, the breakdown by staff category is 57.5% of operators and workers, 10.5% of technicians, foremen & administrative staff and 32% of managers. |
20-29 years |
13,398 |
12,905 |
18,204 |
17,967 |
|
30-39 years |
17,577 |
17,278 |
25,879 |
25,899 |
|
40-49 years |
14,247 |
13,964 |
19,661 |
19,627 |
|
> 50 years |
11,237 |
11,270 |
16,222 |
16,396 |
|
Total |
57,098 |
56,076 |
80,798 |
80,775 |
|
Women |
|||||
< 20 years |
375 |
459 |
471 |
555 |
|
20-29 years |
7,664 |
7,822 |
10,420 |
10,674 |
|
30-39 years |
9,123 |
9,170 |
14,099 |
14,314 |
|
40-49 years |
7,624 |
7,572 |
11,280 |
11,381 |
|
> 50 years |
4,540 |
4,687 |
7,728 |
7,931 |
|
Total |
29,326 |
29,710 |
43,998 |
44,855 |
|
* Excluding SAS activity. |
|
|
|
|
|
Social protection
|
2022 |
2023 |
2022 |
2023 |
2023 vs 2022 |
|
FORVIA SE* |
FORVIA SE* |
FORVIA* |
FORVIA* |
FORVIA SE* |
Maternity leave |
1,622 |
1,393 |
|
|
The number of employees who benefited from maternity leave decreased by -14.1% in 2023, particularly in Central Europe and the rest of the world. Those who benefited from paternity leave decreased by -7.9%, mainly in North America and Asia. Parental leave increased by +21.4% (mainly in Asia). The conditions and the length of maternity, paternity and parental leave are governed by legislation in each country. |
Paternity leave |
1,549 |
1,426 |
|
|
|
Parental leave |
1,111 |
1,349 |
|
|
|
Total |
4,282 |
4,168 |
|
|
|
* Excluding SAS activity. |
People with disabilities
|
2022 |
2023 |
2022 |
2023 |
2023 vs 2022 |
FORVIA SE* |
FORVIA SE* |
FORVIA* |
FORVIA* |
FORVIA* |
|
Disabled headcount |
1,078 |
1,045 |
|
1,605 |
FORVIA group employs more than 1,600 people with disabilities, mainly in Europe. FORVIA SE employs more than 1,000 people with disabilities, mainly in Europe. This figure was down by 3.1% compared to 2022. The notion of employees with disabilities is defined by legislation in each country, with more proactive legislation in Europe, and particularly in France and Germany, than in other countries. |
* Excluding SAS activity. |
Training and skills development
Training hours
In 2023, for the FORVIA SE Scope, the average number of training hours increased from 23.1 in 2022 to 26.9, an increase of 18% in the total number of training hours, due to the resumption of activity and a gradual return to face-to-face training.
Face-to-face training was partially offset by the provision for all Group employees of the Learning Lab digital training platform. In 2023, 420,039 hours of digital training were provided through MOOCs, representing nearly five hours per employee over the year for the FORVIA SE Scope. In 2023, the average number of training hours per HELLA employee was 18. In total, 680,000 hours of training were completed by HELLA employees over the same year.
Talent management
Early career hires
- ■more than 750 hires of international volunteers in companies (VIE) were carried out between 2023 and 2022;
- ■58% of international volunteers in companies (VIEs) at the end of their assignment were hired on fixed-term and open-ended contracts;
- ■35% of managers and professionals hired were young graduates.
Recruitment of high potentials, particularly women
- ■30.8% women among managers and skilled professionals;
- ■27% women among the Top 300 leaders, up two points compared to 2022.
The annual performance appraisal of managers and professionals
Career opportunities
Resignation rate of managers and professionals
|
2022 |
2023 |
2022 |
2023 |
2023 vs 2022 |
---|---|---|---|---|---|
FORVIA SE* |
FORVIA SE* |
FORVIA* |
FORVIA* |
FORVIA* |
|
Resignation rate |
|
||||
Resignation rate of managers and professionals |
12.6% |
9.8% |
|
8.6% |
Within the FORVIA scope, the resignations of employees on open-ended contracts represented 33% of departures in 2023. Operator resignations accounted for 27% of total departures of operators. This figure is 31% for the technicians, foremen & administrative staff. Resignations of managers accounted for 61% of total departures of managers. 62% of these resignations concerned operators & workers, 7% technicians, foremen & administrative staff, and 31% managers. In 2023, HELLA’s resignation rate for managers and professionals was 7%. |
Resignation rate all employees |
11.1% |
10.2% |
|
9.5% |
|
Departures by reason |
|||||
Resignations (open-ended contracts) |
8,585 |
7,822 |
|
10,676 |
For all registered employees of the FORVIA scope, the number of departures amounted to 32,300 in 2023. 33% of them are resignations of employees on open-ended contracts, 37% individual or collective dismissals. The end of fixed-term contracts amounted to 1,853, or nearly 6% of departures. |
Individual layoffs |
8,237 |
7,795 |
|
10,156 |
|
Group layoffs |
1,875 |
1,784 |
|
1,955 |
|
Other |
5,508 |
6,842 |
|
9,513 |
|
Total |
24,205 |
24,243 |
|
32,300 |
|
* Excluding SAS activity. |
Health and safety
|
2019 |
2022 |
2023 |
Targets |
||
FORVIA SE* |
FORVIA SE* |
FORVIA* |
FORVIA SE* |
FORVIA* |
FORVIA 2027 |
|
NFPD Accidents per million hours worked with and without lost time (FR1t indicator) |
2.05 |
1.44 |
2.06 |
1.14 |
2.70 |
1.5 |
NFPD Accidents per million hours worked with lost time (FR0t indicator) involving an employee or temporary worker |
0.82 |
0.78 |
1.30 |
0.50 |
1.22 |
0.8 |
* Excluding SAS activity. |
Occupational safety results
The change in the frequency rate of work-related accidents is analyzed in order to measure the effectiveness of actions carried out in this area. To guarantee the same level of workplace safety for all employees, temporary workers are included in the same manner as FORVIA SE employees in the monitoring of these indicators.
Each accident is analyzed according to a problem-solving method called the “Eight Disciplines” (8D). The analyses, based on best problem-solving practices, enable the implementation of preventive actions distributed to all sites.
- ■FR0t: number of work-related accidents involving a FORVIA SE employee or a temporary worker and resulting in lost time per million hours worked; this definition corresponds to the equivalent of the TF1 commonly used in France;
- ■FR1t: number of work-related accidents involving a FORVIA SE employee or a temporary worker and with or without a lost time per million hours worked; this definition corresponds to the equivalent of the TF1 commonly used in France;
- ■FR2t: number of first aid procedures performed following an incident per million hours worked.
Monitoring the FR2t enables FORVIA SE sites with few accidents, with or without lost time, to focus on prevention and the corresponding priorities.
First aid is monitored at all production plants. A problem-solving guide is provided to all production managers, which helps them to make progress in the appropriation of accident analyses and to increase their responsiveness.
In order to better identify priorities for action in terms of prevention, FORVIA SE also monitors an accident severity indicator. In 2023, it reached 21 days lost due to temporary disability per million hours worked, an improvement of 40% compared to 2022.
Thanks to the actions launched through the CARE project and the strengthening of specific audits implemented from the second half of 2022, the FR0t accident rate was reduced by more than 35% for the FORVIA SE Scope and nearly -6% for the FORVIA scope.
At the same time, the FR1t accident rate was reduced by 21% between 2022 and 2023 for the FORVIA SE scope, while it increased by nearly 31% for the FORVIA scope. This increase is mainly explained by a change in reporting methodology on the Hella scope as part of the alignment with FORVIA SE's calculation methods.
Occupational illnesses by nature
|
2022 |
2023 |
2022 |
2023 |
2023 vs 2022 |
FORVIA SE* |
FORVIA SE* |
FORVIA* |
FORVIA* |
FORVIA SE* |
|
Musculoskeletal disorders of the arms |
159 |
182 |
|
|
0.3% of FORVIA SE’s registered employees had an occupational illness in 2023. This ratio is identical to that of 2022. Musculoskeletal disorders of the arms accounted for more than 74% of the occupational illnesses recorded within FORVIA SE The conditions for recognition of these different pathologies are governed by legislation in each country. |
Musculoskeletal back disorders |
33 |
29 |
|
|
|
Exposure to asbestos |
- |
- |
|
|
|
Deafness or hearing impairments |
- |
3 |
|
|
|
Other |
39 |
32 |
|
|
|
Total |
231 |
246 |
|
|
Work-life balance
Compensation
Change in compensation and benefits in 2023
- ■For FORVIA SE, the total amount of compensation, payroll taxes included, paid for the entire Group was €3,898.4 million.
- ■For FORVIA, the total amount of compensation, payroll taxes included, paid for the entire Group was €5,785.8 million
Grant of free shares subject to performance conditions
- ■2,147,720 maximum shares granted to all beneficiaries (Chief Executive Officer, members of the Executive Committee and the Top 300 leaders belonging to the Group Leadership Committee (see Chapter 3).
Cases, complaints and serious human rights impacts
- ■Number of complaints filed through channels that allow company employees to raise concerns about discrimination: 57 cases.
- ■No serious human rights incidents related to company employees has been recorded during the reporting period.
4.3.2.Value chain
Within its supply chains, FORVIA SE also relies on risk analysis to prevent and eliminate violations of human and environmental rights, in particular via its partner EcoVadis, which enables the Group to assess its suppliers. FORVIA SE reserves the right to verify the compliance of its suppliers with the obligations imposed concerning these issues: supplier self-assessments, on-site visits and audits. In the event of violations, corrective measures are taken, and FORVIA SE may ultimately re-examine the business relationship.
4.3.2.1.FORVIA Value Chain
The responsible purchasing policy reflects FORVIA SE’s commitment to respect the Universal Declaration of Human Rights, the International Labor Organization (ILO) Declaration on Fundamental Principles and Rights at Work, the Rio Declaration on the environment and development, as well as the United Nations Convention against Corruption. This policy is deployed by the Group Purchasing department. It includes the four fundamentals of the ISO 26000 international procurement standard: environmental protection, respect for human and labor rights, ethical business conduct and sharing of best practices in the Group’s global supply chain.
Since 2013, FORVIA SE asks its suppliers to comply with its sustainable purchasing policy, and relies on its partner EcoVadis to assess the CSR performance of its direct suppliers.
In support of its convictions and its Code of Ethics, FORVIA SE has developed a Code of Conduct for sourcing and the supply chain. This describes the Group’s expectations in its relations with its suppliers to promote responsible business practices from a social, environmental and economic point of view.
|
2019 |
2022 |
2023 |
Targets |
FORVIA SE |
FORVIA SE |
FORVIA |
FORVIA 2025 |
|
NFPD % of direct purchasing volume assessed for CSR performance (representing around 2,000 direct suppliers) |
80% |
93% |
84%(1) |
85%(2) |
NFPD Minimum EcoVadis score of the panel suppliers |
30/100 |
40/100 |
45/100 |
55/100 |
|
4.3.2.2.Assessment of subsidiaries, subcontractors and suppliers
Risk mapping and assessment
All FORVIA SE suppliers that are aligned with the Group’s convictions, and with which FORVIA SE has a long-term relationship, are subject to the supplier risk assessment process (4). These assessments are integrated into the purchasing process and systematically taken into account when contracts are awarded. They also feed into the supply chain risk mapping, which is then integrated into the Group risk mapping.
In 2022, FORVIA SE acquired a detection and alert tool open to its stakeholders, including its suppliers (see 4.3.2.4). It takes into account supplier assessment criteria (below), and additional criteria such as risks of natural disaster and geopolitical risks. This alert system offers several functionalities: visualize supply chain risks, monitor incidents, track geographical risk exposure, personalize alerts, mitigate risks and access analyzes and reports. It is also used to define action plans.
Detailed management of supplier risk is described in Section 2.1. In order to reduce these risks, FORVIA supports 100% of its tier-one suppliers in developing and reducing their risks, both industrial and financial, in particular by providing operational support to improve their performance in terms of production, quality, logistics and cost control:
- ■financial program: since 2017, FORVIA has set up a reverse factoring program for some of its suppliers, which allows them to access additional liquidity;
- ■buyer training: in 2023, more than 500 buyers took part in six online training courses on sustainable development, integrating human rights and fundamental rights;
- ■supplier training courses: in 2023, nearly 300 suppliers were invited to two online training sessions on sustainable development. This year, a special effort was made to raise awareness among HELLA suppliers;
- ■quality program: in connection with the Suppliers Development global network and the management teams of suppliers, FORVIA ensures a continuous reduction in incidents that can impact the final quality of the product;
- ■supplier disputes: FORVIA has an organization and processes in place to monitor and identify any supplier disputes through its global network of internal legal officers within the business entities. The main disputes that require the establishment of financial reserves are recorded by the Finance department and mentioned in Chapter 2. of this document. This information is audited by an external third party. At the same time, the Group has access through its internal screening platform, IndueD, to information concerning final sanctions and ongoing disputes, in particular those with suppliers;
- ■strategic partnerships: see Chapter 4.1 on relations and partnerships with stakeholders, as well as Chapter 0 “Leading the mobility revolution” on the strategic industrial partnerships set up by the Group.
Supplier assessment
All FORVIA SE’s buyers use quantitative criteria to which they add a qualitative assessment based on their own experience or view of the supplier. All these criteria enable the buyers to build a detailed action plan.
- ■internal risk factors including risks to the financial health of our suppliers, risks related to their social responsibility, operational risks related to their performance as well as the risks of fire that may occur on their various sites;
- ■external risk factors, including risks of natural disasters, risks of political violence, political and social risks, social responsibility risks related to country of origin as well as risks related to changes in market prices.
Internal risk factors
- ■Financial assessment: the assessment, carried out by Standards & Poor’s and Dun & Bradstreet, is based on the financial performance of the company in question (via general screening or more in-depth ad hoc studies); an alert process is set up for any major financial risk event. In addition to the classic financial assessment, FORVIA SE has added a financial stress test process that allows the financial health of a supplier to be projected based on stress scenarios.
- ■Economic dependence assessment: the assessment of the level of mutual dependence with suppliers makes it possible to weight the level of the action plan to be implemented.
- ■Corporate Social Responsibility (CSR) assessment: in partnership with EcoVadis, FORVIA SE assesses:
- ■ethical business practices: assessment of the organization’s ability to implement tangible actions to ensure data protection, fight corruption, fraud, anti-competitive practices and money laundering and avoid conflicts of interest;
- ■working conditions: assessment of the organization’s level of maturity in terms of employee health and safety, working conditions, labor relations, forced labor and child labor, discrimination and the respect for fundamental rights;
- ■the environment and sustainable procurement: assessment of the formal policy, verification mechanisms and certifications obtained.
In 2023, FORVIA SE increased the minimum score required by its suppliers by five points, from 40 to 45, and will continue to increase it by five points per year to reach the target of 55/100 in 2025. In addition, since 2021, this minimum score is required for each of the three assessment pillars (and no longer on average).
As part of a continuous improvement approach, FORVIA SE regularly organizes training sessions for its suppliers, to help them improve their CSR performance and their EcoVadis score. This assistance is particularly targeted at suppliers with a score below the minimum required. It is provided either individually, at the request of suppliers, or collectively, with support from our partner EcoVadis.
- ■Operational risk assessment: assessment of suppliers’ operational performance.
- ■Fire risk assessment: in 2022, FORVIA SE developed a process for measuring the risk of fire in the most at-risk categories. This process was tested in 2023 on a sample of suppliers, with the prospect of being extended in 2024.
External risk factors
An alert system is built into the risk analysis tool enabling buyers to be alerted in the event of risks that could impact the supply chain.
In addition, discussions are underway at Group level to improve the prevention and response to the risk of cyberattacks by its suppliers.
Suppliers Council
Since 2020 and the start of the Covid-19 health crisis, FORVIA SE has had a Suppliers Council. Twice a year, it brings together representatives of 10 suppliers to share strategy, discuss the challenges of the future, changing markets and trends, as well as the carbon reduction policy. In 2021, in addition to discussions on strategy, the Council met to discuss three priority topics in terms of sustainable development: Power Purchase Agreements (PPAs), best practices in energy management to achieve CO2 neutrality and, finally, alternative materials. In 2022 and 2023, the Council paid particular attention to best practices in energy management and control. At the end of 2023, the Council was extended to include HELLA partners.
Supplier qualification and audit
Supplier quality audits, which are a prerequisite for joining the FORVIA SE panel of “direct” suppliers are supplemented by a CSR assessment. Suppliers with an EcoVadis score above 62 are audited every three years. The others are audited annually. EcoVadis supports FORVIA SE in this CSR aspect.
Procedure for minerals from conflict zones
FORVIA SE pays particular attention to the origin of the minerals used in its products. The Group ensures that the minerals used do not fuel any conflicts and do not come from supply chains that do not meet its ethical criteria. Gold, tin, tantalum and tungsten are considered “conflict minerals” because they play a role in certain guerrilla groups in sub-Saharan Africa. Mica is also included in the procedure due to the human rights risks existing in this supply chain.
The procedure for minerals from conflict zones is managed by the Purchasing department, which systematically checks the use of materials that may be conflict minerals in its products.
Thanks to an international declaration platform, FORVIA SE is able to identify all the products containing these minerals (gold, tin, tantalum and tungsten) as well as the suppliers using them. FORVIA SE uses the Conflict Mineral Reporting Template (CMRT) questionnaire of the Responsible Minerals Initiative (RMI) for its annual supplier risk assessment campaign, and thus check the sources of supply validated by RMI. The Group also ensures that suppliers use channels approved by the automakers who are FORVIA SE customers. Otherwise, an action plan is requested from the supplier to change their supply source, going as far as exclusion from the panel if the latter does not modify its source of supply. FORVIA SE has not been faced with this situation up to now.
Responsible sourcing of leather
FORVIA SE takes care to use responsible sourcing, particularly for its leather-related activities for seat manufacturing. For this activity, the Group mainly works with around ten direct suppliers imposed and assessed by the manufacturer. These suppliers market byproducts of the food chain and are assessed via EcoVadis.
In addition, FORVIA SE is developing products to replace leather (see 4.2.7.2 Action: sustainable materials).
4.3.2.3.Sustainable supplier management
- ■1.improve the monitoring accuracy and visibility of the environmental impact of FORVIA's purchases;
- ■2.engage the supplier network on a robust and ambitious decarbonization trajectory aligned with the Group’s objectives;
- ■3.extend the sustainable approach to environmental and societal issues, in particular human rights.
Supply chain management is managed by the FORVIA Purchasing Department. Its responsibility is borne by the Vice President in charge of Group Purchasing, who reports to the Executive Vice President in charge of the seating Business Group and whose scope of responsibility has been extended to Group purchasing.
CSR assessment of suppliers
The CSR assessment of tier 1 suppliers is integrated into all stages of supplier relationship management.
Supplier referencing & qualification
The comprehensive assessment of risks, including the CSR assessment, is part of the entry process for suppliers to FORVIA’s panel. This risk analysis, which includes the EcoVadis CSR assessment, determines the eligibility and the award of new projects.
Corrective action plans for at-risk suppliers
A discussion is organized with at-risk suppliers, who must then present an action plan. These corrective action plans are regularly monitored by commodities buyers until the risk is reduced to an acceptable level. Since 2021, they have also been reviewed monthly by the Commodities Director. If they are deemed insufficient, FORVIA may, as a last resort, delist a supplier.
Risk analysis of the materials used by suppliers
FORVIA takes part in the precise management of substances and systematically participates in the collection of data from the automotive sector, the International Material Data System (IMDS). This shared database for archiving, exchanging and managing materials helps prevent unauthorized use and facilitates the recycling and reuse of end-of-life vehicles and their components.
Supplier satisfaction survey
In order to assess the level of satisfaction of its relationship with its suppliers, FORVIA SE conducts an annual satisfaction survey. The index is established on a scale of one to four and measures supplier satisfaction in five areas: strategy, innovation, operational excellence, business ethics and decarbonization.
In 2023, the survey was conducted among ~1,700 direct suppliers of the FORVIA group representing two-thirds of the Group’s direct industrial purchasing volume. The results of this survey show a satisfaction index of 2.99 compared to 2.97 in 2022 (survey conducted in January 2023 for 2022). More than two-thirds of suppliers surveyed report an improvement in relationships in 2023.
4.3.2.4.Towards CO2 decarbonization in the supply chain
Suppliers with CO2 targets in line with those of FORVIA SE are essential to reduce their CO2 emissions by 45% for scope 3 (in absolute value) by 2030. Purchases represent 70% of controlled emissions in scope 3.
- ■supplier commitment to CO2 targets;
- ■CO2 impact assessment using a common IT platform;
- ■sharing of best practices and existing data on energy efficiency and CO2 emissions in the plants;
- ■shared action plan to reduce the total CO2 footprint.
FORVIA SE presented its climate commitment and strategy as well as the resulting purchasing approach to its suppliers during a webinar.
In 2023, FORVIA SE improved its carbon footprint measurement methodology for scope 3.1 through its CO2 assessment consolidation tool, and has developed new tools to better collect supplier data and monitor the associated action plans.
FORVIA SE also continued to raise awareness among its suppliers on the need for a CO2 commitment supported by Executive Management, and a gradual increase of their EcoVadis score. In 2023, the Group offered to make a financial contribution to 500 of its suppliers for their first participation in the CDP Supply Chain, an accelerator for climate issues. More than 300 suppliers responded positively to this invitation.
In addition, a particular focus was placed on the commodities with the highest emissions in order to collaborate with suppliers on measures to support this decarbonization trajectory.
Decarbonization and CSR are on the agenda of performance meetings with suppliers, and purchasing organizes regular innovation meetings with their suppliers to support the decarbonization of the Group’s products.
4.3.2.5.Vigilance plan
The policies of FORVIA SE frame the Group’s commitments and approach in terms of human rights, health and safety, climate and the environment (see 4.3.1.1. Human Rights Policy, Occupational Health and Safety Policy, and 4.2.1.1.)
This vigilance plan meets the regulatory obligations relating to the duty of care of parent and customer companies. It contains reasonable vigilance measures intended to prevent the risks of serious violations of human rights and fundamental freedoms, health, safety and the environment at FORVIA SE, as well as its suppliers and subcontractors.
Vigilance system
As part of a continuous improvement approach, the vigilance plan is based on the mapping and identification of risks, and their prevention and monitoring, including the alert system.
Vigilance governance
FORVIA SE’s commitment to human rights, fundamental freedoms, personal safety and the environment is supported at the highest level of the Group. The Executive Committee reviews the vigilance plan annually. Within the Executive Committee, the Committee in charge of sustainable transformation ensures quarterly monitoring.
The mapping of vigilance risks is included in the Group’s risk mapping (see 2.2. Risk factors & Risk management).
Mapping of vigilance risks
FORVIA SE has set up a cross-functional working group on vigilance issues, made up of the purchasing, health, safety, environment, human resources, climate strategy and sustainable transformation, and Legal departments. The vigilance risks were identified and assessed on the basis of interviews, documentary analyzes and consultations.
Vigilance risks
Regular assessments of the entities’ situation
With regard to risk mapping, FORVIA SE regularly assesses the situation of its subsidiaries, subcontractors and suppliers with which it has a commercial relationship. The Group has a shared risk management tool, and integrates risk management into the qualification of subcontractors and suppliers.
Environment: biodiversity risk prevention and mitigation measures
In 2022, FORVIA SE joined Act4Nature and made concrete commitments for biodiversity, water, waste and the environment (see 4.2.6.3.).
Health & safety: measures for well-being at work
It includes safety at work, a priority objective for all, monitored and managed by the HSE department and which is based on an adapted human organization.
The Group relies on an alert system and health support in the field. The Group also conducts an annual performance review of all employees, and deploys its strong training capacity to manage the employability and work-life balance of its employees.
Each year, the Group measures commitment through a survey sent to all employees, which aims to develop local action plans and listen to weak signals. FORVIA also offers a hybrid way of working for eligible employees. The FORVIA Foundation offers all employees the opportunity to take part in solidarity actions. Lastly, the Group encourages living well together by creating ties and conviviality in the life of the Company, and spaces for discussion.
To strengthen the scope of its action plan, the Group has developed several types of training within its in-house University, including:
- ■14 MOOCs directly related to well-being at work and mental health that were made available to 25,000 employees by LearningLAB;
- ■a three-month coaching program was launched in June 2022 in cooperation with CoachHub, a provider of virtual coaching services. 96 people have participated since its launch.
Human rights: measures to prevent and mitigate risks
FORVIA SE has set up a process for assessing its suppliers with its partner EcoVadis, aimed at preventing and mitigating risks related to discrimination, a living wage and employee representation.
- ■prioritizing countries potentially at risk in terms of respect for human rights;
- ■identifying suppliers located in these at-risk countries;
- ■defining the criteria for selecting potentially at-risk suppliers;
- ■carrying out CSR assessments for the sites of suppliers identified as being at-risk;
- ■carrying out corrective action plans with suppliers identified as being at-risk.
Whistle-blowing systems
The whistle-blowing system set up by the Group aims to collect and process allegations of violations of regulations and the Group’s internal rules. This mechanism is accessible to all employees (including temporary employees, subcontractors, etc.), partners, suppliers, civil society: organizations, communities, etc. Confidential and free of charge, this system is equipped with measures to protect whistleblowers of any form of retaliation.
The Group ensures that these channels are available and that its stakeholders are aware of and have confidence in this system.
The existence of this system is communicated via various information channels. Employees are informed of the existence of this system through the Code of Ethics, internal communications and training courses. Suppliers are made aware through: the Supplier Code of Conduct, annual performance reviews with suppliers, the Group’s annual satisfaction survey, supplier conferences, etc.
Employees are invited to contact their line manager, a human resources manager or a compliance manager.
Within the Group, the compliance team monitors and monitors the treatment of issues raised and addressed (see 4.4.1.2.).
4.3.3.Affected communities
4.3.3.1.Policies
- 1 .through employee projects or partnerships with associations financially supported by the Foundation, which became the FORVIA Foundation in 2022;
- 2 .through the Foundation’s digital engagement platform, where each employee can take part in volunteer activities with local associations;
- 3 .at industrial site level, through collective solidarity actions organized by the sites themselves.
4.3.3.2.Actions and assessment of their effectiveness
The FORVIA Foundation
Created in March 2020, the Faurecia Foundation became the FORVIA Foundation in 2022 and is therefore aimed at all employees worldwide including those of HELLA. It makes a positive contribution to society by supporting solidarity projects carried out by the Group’s employees to promote education, mobility and the environment. Thanks to the expertise and collective energy of its employees, the FORVIA Foundation supports projects and associations in the countries where the Group operates. At the end of 2023, it was estimated that more than 6,000 people in need had benefited from assistance through the Group’s solidarity projects.
Projects led by employees
With more than 130 projects submitted by employees around the world, the FORVIA Foundation’s 2022/2023 appeal for solidarity projects was a great success – mobilizing FORVIA employees for the fourth consecutive year.
- ■54% aim to advance education;
- ■23% focus on environmental protection;
- ■23% provide support to improve mobility.
All these 2023 initiatives were rolled out by the Group’s employees in partnership with non-profit organizations and were funded in the amount of €1,135,000 by the Foundation. They will benefit more than 2,000 people in 11 countries.
The FORVIA Foundation’s new 2023/2024 campaign to appeal for solidarity projects was launched for the employees at the end of 2023. At the end of January 2024, the sites have shortlisted promising projects, currently being selected by the FORVIA Foundation’s Board of Directors for a final selection in May 2024.
Societal action partnerships
In addition to inspiring projects led by the employees, the FORVIA Foundation has forged eight partnerships with external players in order to strengthen its impact. In total, in 2023, funding of €1,410,000 was dedicated to these associations recognized for their societal action.
In 2023, in line with its strategy of sustainable transformation and more specifically carbon neutrality, the FORVIA Foundation forged two major partnerships for the protection of the oceans with the Maud Fontenoy Foundation and the Plastic Odyssey Foundation. With these two new partners, the FORVIA Foundation wants to raise awareness among its stakeholders about protecting the oceans, which are the planet’s main reservoir of biodiversity. Their preservation and restoration is therefore a key focus in the fight against climate change.
These two new partnerships will encourage the education of young people in the protection of marine biodiversity, better knowledge of the challenges of plastic pollution in the oceans, and in the long term, the development of ever more environmentally-friendly industrial applications.
Thanks to the partnership with FORVIA, the foundation can strengthen its initiatives to educate future generations about the importance of preserving marine ecosystems. This support includes more than 150 sea school programs for disadvantaged children.
In November 2023, the Maud Fontenoy Foundation and FORVIA set up the Climate and Biodiversity Awards. The objective of this initiative is to support student researchers focused on the research and development of solutions for and by the Ocean. The winners of the first edition of these trophies will be announced in June 2024.
Knowledge of the challenges of plastic pollution in the oceans and more responsible use of plastic resources with the Plastic Odyssey Foundation.
Plastic Odyssey’s mission is to combat plastic pollution by promoting the circular economy through various initiatives. These initiatives include education on plastic pollution along the coasts, which accounts for more than 75% of ocean waste, awareness of recycling through professional communities, and the development of entrepreneurship in plastic waste recovery and transformation. Thanks to its partnership with the FORVIA Foundation, Plastic Odyssey can accelerate its activities while benefiting from FORVIA’s technological and scientific expertise to optimize the quality of materials recycled from plastic waste. By exploring new paths, it will be possible to optimize manufacturing processes that will promote an increasingly sustainable use of plastic waste by giving it a second life.
As the pandemic had caused significant disruptions in financial, social and emotional terms, the FORVIA Foundation decided to help hard-hit populations by creating a partnership in 2020 with the Fondation de France, which is the leading philanthropic network in France. For the past three years, the partnership has been evolving according to emerging needs:
- ■support for the French healthcare system in 2020: the Foundation committed alongside the Fondation de France by contributing to the “All United Against the Coronavirus” alliance to support healthcare workers, research and those working with the most vulnerable populations;
- ■support for French students in 2021: the FORVIA Foundation contributed to the emergency aid given by the Fondation de France to support French students disadvantaged by the crisis – food, basic necessities, psychological help and long-term educational support;
- ■support for vulnerable populations post-pandemic in 2022: the partnership focused on post-pandemic issues, such as mental health support for young people and suicide prevention, daycare for children from families in difficulty in order to promote a return to employment, emergency shelters for women victims of violence and their children and, lastly, the financing of scholarships for young adults without family support;
- ■support for vulnerable populations post-pandemic in 2023: this year, the partnership continued on post-pandemic issues such as:
- ■the financing of scholarships for young adults without family support,
- ■funding for the youth mental health program with support for the development of an Escape Game on self-esteem for adolescents and their parents, the implementation of Virtual Reality Therapies for young people in the Addictology department at a Hospital Center and the implementation of a prevention program and access to mental healthcare for adolescents and young adults in 10 rural areas in eastern France,
- ■funding for the Child and Family program to continue a mother-child daycare in a secure space in Orléans and the creation of a toy library for children in a social hotel in the Île-de-France region.
The Simplon Foundation is a French organization whose mission is to accelerate the digital inclusion of vulnerable groups and support socio-professional integration into digital professions. Since 2021, the FORVIA Foundation has funded the program “Bac(k) on track”, an intensive learning program for people with few or no qualifications that prepares them before they resume their qualifying studies, as well as emergency scholarships for the most vulnerable students. The Foundation’s support benefited around one hundred students in 2023.
Envie Autonomie is a French association that applies the principles of the circular economy to provide a solidarity-based offer of reusable medical equipment that has been reconditioned. This innovative approach makes it possible to reduce the environmental impact of the production of medical equipment, and to increase the financial accessibility of these technical aids for people in need while promoting the professional integration of people who are excluded from the employment market. Since 2021, the FORVIA Foundation has supported the launch of two new operating sites in France.
Mobile School is an international NGO whose mission is to provide an educational and social connection for street children. Since 2021, the FORVIA Foundation has provided financial support to four mobile schools that organize regular visits to disadvantaged neighborhoods in Mexico, Romania and Poland. These sessions, run by volunteers, help to create a local social and health link (education, prevention of drug-use and prostitution, etc.) with street children.
NOÉ is a French association that works for the protection of endangered species, the management of protected areas and the restoration of biodiversity and natural environments in France and abroad.
Since 2022, the FORVIA Foundation has supported the les prairies de NOÉ program dedicated to the protection of wild pollinators in France. With the help of NOÉ, in 2023, the Foundation developed a wild pollinator restoration project on two FORVIA pilot sites in France: its production plant in Caligny and its registered office in Nanterre. The project focuses on the rehabilitation of natural spaces, change in green space management practices, and employee awareness. In 2024, this project will be developed at a third site in Germany.
In 2022, the Foundation supported the Théâtre Nanterre-Amandiers located near the Group’s registered office. As a national drama center, the mission of the Théâtre Nanterre-Amandiers is to support creations by young people that will be the theater of tomorrow. The Foundation contributes to the La Belle Troupe des Amandiers program, a two-year training course in acting for twelve young artists. During this training program, the apprentice actors perform their own creations across the Nanterre area and the Île-de-France region to reach the widest and most dispersed audience possible in order to make culture accessible to all.
Exceptional support in the context of the earthquake in Morocco
In September 2023, the FORVIA Foundation decided to provide exceptional support to populations affected by the earthquake in Morocco. It donated €50,000 to the “Morocco solidarity” campaign led by the Fondation de France, which was working on the ground alongside local partner associations. The objective of this donation is to support long-term reconstruction by helping local populations to restore access to water, infrastructure and food supply or to rebuild houses and schools in the isolated High Atlas region. The first emergency actions were to buy tents and provide psychological support to the victims. An internal call for donations was also launched to support this solidarity initiative. This fundraising campaign raised nearly €1,500 in donations from employees, which the Foundation matched donation for donation, adding an additional €1,500 to the “Ukraine emergency” budget.
Commitment of local sites
FORVIA encourages solidarity initiatives at all its sites by facilitating the solidarity and local involvement of its employees, and by making its expertise available to the regions where the Group operates. Each site is invited to design its own local and annual societal action plan. Employees make a significant contribution to local communities through local solidarity actions, which can take the form of programs, events or fundraising campaigns.
FUELS initiative to fight hunger
For example, the “FORVIA Unites with Employees for Local Services” (FUELS) initiative was created in 2010 by the North American employees to fight hunger. It has gradually spread to a greater number of causes and countries. Among all the actions carried out in 2023, the teams in the United States, Mexico and Canada were encouraged to perform two hours of community service during the FUELS campaign renamed “Solidarity Days”. 150 activities were organized and more than 3,000 volunteer employees took part in this campaign.
Together, they volunteered more than 12,000 hours, planting trees, cleaning parks and rivers, setting up reading corners in schools, working in food banks, collecting plastics for recycling and writing letters to isolated seniors.
In Germany, 40 employees took part in a volunteer day with the Augsburg Water Rescue Service to install lifebuoys and collect waste at various bathing sites in Augsburg.
In Japan, employees of the Koriyama plant took part in the clean-up activities of the lake next to the site during the Inawashiro Lake Clean Action 2023.
Lastly, in China, more than 27 sites organized a “volunteer month” in November. Employees mobilized for fundraising, blood donation campaigns, and a solidarity walk “Backpack-on-the-Go” to donate 1,100 backpacks to children in need.
Solidarity engagement platform
To increase its societal impact and facilitate the commitment of employees in actions for the benefit of local communities, the FORVIA Foundation has rolled out its digital volunteering platform, the FORVIA Solidarity Hub. Throughout the year, this centralizes and promotes solidarity actions. The platform also offers employees volunteer assignments with non-profit associations on their personal time. This digital platform bridges the gap between the employees’ desire to act and the volunteer assignments offered by local associations. Launched in 2021 in the United States, Mexico and France, it was rolled out to all sites where the Group operates.
In 2023, the platform recorded nearly 3,500 participations in solidarity actions worldwide and hosted several major initiatives such as:
- ■the FORVIA Foundation’s annual appeal for projects;
- ■the “solidarity days” solidarity action campaign in North America, for which employees were able to register for the various missions offered on their respective sites;
- ■the campaigns appealing for donations launched among employees for the “earthquake emergency in Morocco” for the Fondation de France and “the earthquake emergencies in Turkey and Syria” for the non-governmental organization Médecins du Monde.
4.3.3.3.Metrics and targets
Targets
4.3.4.Consumers and end users
4.3.4.1.Policies
The product safety approach is the result of the zero defect quality policy and is part of the Total Customer Satisfaction (TCS) strategy. It aims to:
- 1 .ensure the intrinsic safety of products and systems, thanks to their materials, their design, and the quality of their production processes with regard to criteria such as emissions of volatile organic compounds, mechanical resistance, etc.;
- 2 .design products ensuring the active and passive safety of drivers and passengers.
FORVIA SE is committed to ensuring that all its products are irreproachable in terms of quality and safety, which are essential criteria for customer satisfaction. FORVIA SE’s safety approach applies to its entire value chain: sourcing of components from suppliers, development, production, monitoring customer satisfaction and, where applicable, product recalls.
The information is processed and centralized at Group level, which makes it possible to capitalize on the errors made and to anticipate the issues raised.
4.3.4.2.Consideration of consumer and end-user perspectives
FORVIA SE is also committed to designing the safest products based on independent assessments conducted on the safety of drivers and passengers, in particular those conducted as part of the international New Car Assessment Program (NPAC). The tests carried out cover safety criteria such as the avoidance of accidents and the consequences of the various types of impacts. Finally, FORVIA SE is committed to implementing its quality and safety approach to meet the requirements and qualifications defined by the equipment manufacturers and which go beyond the regulatory framework.
FORVIA SE has introduced mandatory quality and safety rules in its processes. 14 fundamental criteria including essential criteria, preventive criteria and continuous improvement criteria governing quality and safety. They are rolled out by process and are managed within the FORVIA Excellence System (see 4.2.1.4. FORVIA Excellence System). In 2023, the Group continued to focus on customer satisfaction. FORVIA SE has thus strengthened its quality and safety approach by centralizing customer feedback at Group level and by developing a tool providing a global view of their satisfaction (see 4.3.4.4. Actions and assessment of their effectiveness – Product safety culture).
The Group manages quality in accordance with the strictest requirements of the automotive industry through certifications:
- ■IATF 16949 – Quality Management: this international standard defines the quality requirements of the automotive sector: continuous improvement, defect prevention, reduction of non-compliance and waste in the supply chain, etc. 100% of FORVIA plants are certified;
- ■ISO 26262 – Functional and data security: the Group has launched a pilot project to certify its electronic parts for some of its European customers;
- ■TISAX Trusted Information Security Assessment eXchange: this certification dedicated to the automotive industry defines the quality requirements on information security, physical, digital and management systems based on the ISO standard 27001. The Group has certified programs for some of its customers.
4.3.4.3.Remediation of adverse impacts and listening channels
Alert and problem resolution system
The quality and safety alert system enables any employee to report a non-conformity. This generates a corrective action plan that may go as far as calling into question the specifications. Revised and strengthened in 2023, the Group’s whistle-blowing procedure now includes more stringent environmental criteria as well as new security and cybersecurity criteria. It is being rolled out across the entire FORVIA SE Scope.
Recognized methods of problem-solving and continuous improvement, stemming from FORVIA SE’s culture of lean manufacturing are used for safety issues among other aspects. Depending on the methods used, the various levels of the company concerned participate in the analysis of the problem, its root causes, corrective actions, associated management actions, etc.
4.3.4.4.Actions and assessment of their effectiveness
Product safety culture
The Total Customer Satisfaction strategy (TCS)
The Total Customer Satisfaction Strategy (TCS) enhances and affirms FORVIA SE’s competitive advantage in terms of quality and customer loyalty. Product safety occupies a central place in this strategy, which is deployed by the Group on all its sites through quality agreements and the sharing of the vision in all regions, while integrating local needs.
Following the acquisition of HELLA in 2022, the Group’s quality teams are working closely together to share best practices and harmonize the processes of each entity.
To guarantee quality performance and thus improve the customer experience from the innovation phase to the after-sales guarantee, FORVIA SE focuses on four pillars:
- 1 .program quality: ensuring quality from the innovation phase to mass production by designing products and processes that meet customer expectations;
- 2 .launch quality: to start mass production with quality standards while meeting customer expectations;
- 3 .operations quality: checking the absence of defects within internal operations and with our suppliers;
- 4 .customer experience quality: aiming for benchmark performance and quality customer service.
Customer satisfaction index
The customer satisfaction index is used by FORVIA SE to assess its performance with regard to its customers. It combines relevant key performance indicators and customer perception:
- ■performance: main indicator for customers based on the number of incidents and customer complaints;
- ■perception: indicator based on a survey sent to all of the Group’s customers, which includes a score from zero to five stars, zero being the lowest rating, five the highest.
Digitization for the customer experience
In 2023, FORVIA SE developed a tool for reporting end-to-end quality specifically designed to meet the requirements of its main customers. This tool provides a comprehensive overview of their level of satisfaction at each point of contact throughout the customer journey: from the acquisition phase, through the program phase to mass production.
In addition to this tool, various indicators related to the customer experience, such as external complaints, costs related to quality defects and alerts issued by the Alert Management System (AMS), are centralized at Group level. These indicators are monitored using a dashboard. In this way, the quality team can quickly deal with problems reported by customers, identify defective products internally, and monitor the performance of each Business Group by site month after month.
This automated feedback enables effective decision-making and the implementation of action plans without delay.
Anticipating potential problems
The Group’s quality culture is characterized by its proactive approach and its desire for continuous improvement. The update of the 14 Quality Fundamentals of the FORVIA Excellence System in line with HELLA, makes it possible to put this “Built-In Quality” culture back to the center. The problem-solving tools were updated in 2023 to better cover process issues and product quality issues across our entire fulfillment chain (from innovation to warranty).
In particular, the Group uses a dedicated on-site problem-solving method, called “Eight Disciplines”, to effectively solve problems, learn from them and prevent them from recurring.
This year, FORVIA SE launched an internal competition to mobilize around this method. During this event, several teams were assessed on the application of the problem-solving method. All are from one of FORVIA SE’s Business Groups or cross-functional functions (e.g. IT).
Ensuring compliance with standards
Compliance with standards is a foundation of FORVIA SE’s integrated quality culture. Employees are invited to take into account the applicable standards when creating products and services. Any problems or discrepancies identified must be verified for proper application of the standards in force. Any anomaly must be reported in the Group alert tool, Alert Management System (AMS).
Training and awareness
Upon joining FORVIA SE, all employees are required to undergo training in work standards, including product safety.
The FORVIA University Quality Academy, deployed at all Group sites, ensures that all employees are aware of and apply quality and safety rules. FORVIA SE enhances its quality academy offering each year. It offers a catalog of multi-format training courses on quality and safety: face-to-face training, MOOCs and e-learning, quizzes and Q&As, etc. The Group has also displayed posters and banners at its sites reaffirming the essentials of quality and safety. Each year, the Group runs a one-week communication campaign dedicated to quality and thus shares key information and best practices from its sites around the world. In 2023, the Group focused its communication on its problem-solving methods.
Safety management
FORVIA SE integrates end-user security into its processes throughout its value chain. Safety is thus integrated into the management tool for the organization of production and operations: the FORVIA Excellence System (FES) (see 4.2.1.4. Forvia Excellence System). This notably includes the automotive industry quality and safety standard: IATF 16949.
Safety system
The Group relies on its Safety and Regulation (S&R) system, which plays an essential role in product safety and the protection of vehicle users. The quality milestones set for the production and product development stages make it possible to monitor, trace and verify the criteria set throughout the value chain.
Safety regulations and criteria
The Group ensures that its products comply with local regulations. These cover, depending on the country: mandatory equipment or qualifications, performance tests or impact tests. Regulatory compliance is validated, depending on local legislation, either by self-certification or by the certification of accreditation laboratories.
In some countries, voluntary commitment agreements, additional to the regulations, are signed at the national level between the countries and the automotive industry.
FORVIA SE also wants to play a leading role in safety in the automotive sector. In particular, the Group is committed to combating counterfeiting, a safety and health risk factor for consumers, and to continually improving product safety with regard to changes in mobility.
Safety of components and materials
Safety is a key criterion in the choice of suppliers, components and materials. FORVIA SE shares its goal of zero defects with its suppliers through its Supplier Quality Requirements described in Section 4.3.2. For each part, FORVIA SE defines the qualifications of the components and materials with regard to safety. The Group relies on existing qualifications or supports the qualification of new materials. FORVIA SE then ensures the safety of the samples and audits the development processes at the suppliers’ sites to ensure the compliance of future parts. In the event of an incident, FORVIA SE carries out a root cause analysis at the supplier’s premises. The Group works in partnership with its suppliers and promotes support and the establishment of corrective plans in the event of non-conformities. Nevertheless, FORVIA SE may be required to dismiss a supplier that does not comply with its safety requirements.
Safety built into design
As the transformation of components and materials has an impact on the safety of the product and end-users, each part is subject to safety design rules. The teams define the safety qualifications of products and their implementation throughout the product design process. The safety criteria are thus translated operationally by tool, by procedure, by production line and by plant.
During the launch of any new product, FORVIA SE conducts a preventive analysis of failure modes and their effects (Design/Process Failure Mode and Effects Analysis, D/P FMEA). In a continuous improvement approach, this method analyzes the total safety of the product through the design and the process, from the project phase to the delivery of products. FORVIA SE completed the deployment of this method in 2022. The Group thus meets the requirements of its customers and has already seen the benefits.
The safety qualifications validated by FORVIA SE enable the Group to capitalize on its know-how to innovate quickly and safely.
Hydrogen presents specific risks for the automotive industry. The Group, therefore, closely monitors hydrogen tanks using more than 120 control points and checks. These cover both product design and manufacturing processes.
Safety checks during production
Production includes the safety qualifications specifically intended for each part during the design phase. The production procedures thus include sections dedicated to safety.
Systematic control points punctuate production. Each operator checks the correct application of the safety criteria on his or her workstation, upon receipt and transmission of the product. Each team, at the start of its shift, checks the safety qualifications of products, procedures and workstations. Finally, product safety qualifications are checked at the end of the production line, before the product is released.
FORVIA SE also carries out regular checks and tests on the total compliance of products or complete systems with regard to safety. The Group pays particular attention to products that contribute to the active or passive safety of drivers and passengers.
Product cybersecurity
New regulations and standards such as UNECE R-155 and ISO/SAE 21434 require vehicles and their electronic control units to be secured against malicious attacks by hackers. In agreement with the automotive manufacturers, HELLA implements strict cybersecurity controls. Affected products include smart car access systems, electronic power steering units, radar sensors and battery management systems. These practices will be adopted by Clarion on a pilot basis, then by FORVIA SE.
Audit and continuous improvement
Under the direction of the Group Risk Committee, the organization ensures strict compliance with the automotive quality standard IATF 16949.
Several levels of assessment and audit make it possible to assess the level of compliance of FORVIA SE sites in terms of quality and safety:
- ■self-assessments carried out by the plant quality teams, at least monthly, at the level of each plant and production line;
- ■standardized annual Internal Audits for each site, covering all product manufacturing processes. FORVIA SE also carries out Internal Audits of its programs deemed to be at risk;
- ■standardized annual external audits, carried out on a sample of target plants and sites by process in partnership with a certifying body.
FORVIA SE identifies potentially at-risk sites based on 16 criteria that assess site maturity, human resources management, number of programs managed, sales and customer satisfaction. Actions to mitigate risks are defined and monitored continuously.
Traceability
FORVIA SE ensures the traceability of each of its products and systems. The safety compliance of each part produced is traced digitally at each control point, with regard to the products and production procedures. Successive recordings, from the supplier to the customer, make it possible to associate each batch with production events, and each event with several batches. This cross-traceability of products and events enables FORVIA SE to analyze any problem with precision and anticipate recall campaigns, if necessary.
Sharing of expertise on product safety
Beyond its own scope, FORVIA SE wishes to participate in developing the blockchain of the automotive sector. FORVIA SE relies on the European electronic compliance certificate requirement (5) and the desire to fight against fraud and counterfeiting to emphasize the importance of such sectoral traceability. FORVIA SE is already working with several suppliers and customers on a blockchain system. The Group presents this project to its partners as well as to sectoral bodies, such as the Federation of Vehicle Equipment Industries – FIEV, or European bodies.
In addition to product safety, the blockchain will measure the environmental and carbon impact of products throughout the value chain.
FORVIA SE contributes to safety assessment research. In particular, the Group is working to assess new types of dummies to further enhance the safety of vehicles and people. FORVIA SE uses innovative virtual dummies and human body models to identify and prevent specific types of injuries.
FORVIA SE also participates in working groups on Vehicle Interior Air Quality at the United Nations, in collaboration with representatives of the manufacturers. The aim is to monitor the health of people on-board and improve the automotive industry’s knowledge in measurement methodologies and the impact of products present inside vehicles.
Innovation
FORVIA’s technologies play a vital role in a safer driving environment. To reinforce public trust in automated and autonomous driving methods, the Group is developing cutting-edge solutions that guarantee occupant safety: sensors, intelligent lighting and innovative by-wire vehicle controls.
In order to create an ever smarter and safer driving environment, FORVIA SE is developing a range of detection technologies to obtain a 360° view of a constantly changing environment, by effectively combining remote and near-vehicle detection. vehicle. These technologies aim to protect everyone in and around the vehicle:
- ■hypovigilance control solutions (Driver Monitoring Systems), which monitor the driver’s alertness and state of vigilance;
- ■occupant detection systems in the passenger compartment (Occupant Monitoring Systems) capable of detecting improper positioning of occupants putting them at risk or of alerting to the presence of living beings remaining in the passenger compartment when the vehicle is locked;
- ■electronic rear-view mirrors, known as e-mirrors, reduce cognitive load and enhance driver safety and comfort while improving visual perception;
- ■a panoramic vision thanks to the fusion of the data provided by the various sensors and cameras integrated in the vehicle to offer a global view of its environment.
In addition, FORVIA SE has a proactive approach to develop new technological applications for passenger safety and comfort through an ecosystem of open innovation and partnerships:
- ■FORVIA SE has formed a partnership with the German automotive supplier ZF to develop new active safety management systems, with a view to increasing vehicle automation. The connected seat cover Active Wellness Express™, for example, detects a state of fatigue or stress and applies countermeasures for greater safety, comfort and well-being at the wheel;
- ■FORVIA SE also collaborates with HumanFab, a partner with solid anatomical and physiological knowledge. The identification of specific fatigue markers linked to long journeys will make it possible to offer relief through comfort and well-being (seat massage, heating or cooling systems).
Autonomous driving will broaden the field of uses within the vehicle interior. As seats may no longer be fixed facing forward and upright, new solutions for seatbelts and air bags will be needed. FORVIA SE is working on adapting and developing safety systems that enable passengers to continue to travel in complete safety whatever the seat position, and whether driving to work or for pleasure.
In addition, FORVIA’s vision systems, both inside and outside the vehicle, make it possible to see, assess and apprehend risks to help drivers and the automated driving functions make the right decisions.
4.3.4.5.Metrics and targets
Targets
- ■reduction of customer complaints;
- ■customer satisfaction index: perception (customer survey and five-star score) target set at 4.5 for 2023.
Customer satisfaction index
- ■performance (customer complaints): in 2023, complaints recorded has been reduced by 14% vs 2022, considering the increase in sales;
- ■perception (customer survey and five-star score): in 2023, the score is 4.7/5 vs a target set at 4.5. In 2023, the various surveys received 2,900 responses, an increase of more than 20% in the number of responses compared to 2022.
Product recall
4.4.Governance
4.4.1.Business conduct
4.4.1.1.Governance
The role of the administrative, management and supervisory bodies
The Board of Directors oversees the corruption prevention and detection system. It is also responsible for monitoring the effectiveness of the internal control and risk management systems.
For several years, the Group has had a Governance, Nominations and Sustainability Committee, one of whose missions is to review the ethics and compliance policy with regard to best governance practices (see Chapter 3).
4.4.1.2.Management of impacts, risks and opportunities
Process for identifying impacts, risks and opportunities
In 2020, in the context of the Sapin II law in particular, the risk of corruption mapping was updated based on interviews and questionnaires sent to people exposed to the identified corruption risks. In 2021 and 2022, new compliance indicators (monitoring in particular of accounting data concerning donations, sponsorship, payment of commissions as well as cases reported in the Speak Up tool) were created and collected to update it. This mapping will be overhauled in 2024, notably to include the compliance indicators updated in 2023. These various figures made it possible to draw up remediation plans adapted to the level of residual risk.
The identification of these risks is integrated into FORVIA’s overall risk mapping process (see Chapter 2).
The Compliance department works closely with legal experts on antitrust issues and with the control functions, whether permanent or periodic, in order to ensure effective control of the risks identified.
Corporate culture and business conduct policies
With a global presence and more than 153,000 employees in 2023, FORVIA is convinced of the importance of promoting a culture of integrity, safety and vigilance wherever the Group operates.
A member of the United Nations Global Compact since 2004, FORVIA is committed to respecting and promoting the international conventions of the International Labor Organization (ILO) on human rights, labor standards and the environment in its business practices.
FORVIA SE’s Code of Ethics contains all of its rules and principles, which must be understood and respected in all countries, by all employees and partners, in each line of business.
- ■remaining vigilant and complying with the highest ethical standards: this is an essential part of the corporate culture, anchored in FORVIA SE’s convictions and values;
- ■guaranteeing a safe working environment for all staff working on its sites (see Section 4.3.1), whether they are employees or external parties;
- ■building a responsible supply chain (see Section 4.3.2) through solid and lasting relationships with suppliers whose ethical and social values and environmental priorities are aligned with our own;
- ■developing products and services of irreproachable quality and safety and technologies for an ever safer and smarter driving environment (see Section 4.3.4).
This year, FORVIA SE and HELLA continued to align their management systems with a common FORVIA approach, taking into account, among other things, the French anti-corruption regulation (Sapin II) and the guidelines of the French Anti-Corruption Agency.
Ethics and compliance culture
FORVIA SE’s ethics and compliance program helps to build a strong culture of integrity. It includes policies and procedures that are the subject of training and communication campaigns.
Code of Ethics
Created in 2005 and revised several times, FORVIA SE’s Code of Ethics (6) encompasses respect for human rights and fundamental labor rights, economic and social dialog, respect for the environment, ethics and rules of conduct – in particular those related to the prevention and detection of corruption.
It includes updates to FORVIA SE’s compliance systems and tools resulting from the requirements of the Sapin II law. The Code is intended to strengthen the Group’s ethical culture. The FORVIA SE Management Code and the other systems, such as the Anti-Corruption Code of Conduct and the Best Practices Guide in the fight against anti-competitive practices, translate many of the principles set out in the Code of Ethics into operational requirements (see also Chapter 2 of this document).
Whistle-blowing procedure
In accordance with the Sapin II law and the law on the duty of care (see Section 4.3.2.5), FORVIA SE has set up an alert system to manage allegations of violations of regulations and the Group’s internal rules. Thus, employees (including temporary employees, subcontractors, etc.), partners, suppliers, and civil society (NGOs), civil society organizations and local communities have access to the reporting system described in the Code of Ethics.
Internally, employees are invited to contact their line manager, the human resources manager or a compliance manager (including the Compliance Leaders identified within each division), orally or in writing.
The other method of reporting, accessible internally and externally to all stakeholders, is a dedicated whistle-blowing hotline – Speak Up, accessible via an internet link (http://faurecia.ethicspoint.com). Depending on the nature and importance of the events reported, additional investigations may be launched, an inquiry may be set up or an Internal Audit decided upon.
The identity of any person using the hotline, as well as all the details enabling them to be identified, are protected and kept confidential by the persons responsible for them within FORVIA SE. These people are specially trained to receive and investigate this type of alert. Alerts can be entered into the tool in the desired language by the whistle-blower. Upon receipt of this request, the investigation procedure is initiated in order to deal with it in accordance with the applicable internal and local rules. At the end of the investigation, corrective actions can be taken. The Compliance department (see Section 2) monitors the implementation of these actions and periodically reports on the trends identified.
This entire system is the subject of regular communications, notably in 2023 through a communication campaign at the time of the International Anti-Corruption Day, launched among all Group employees, in order to strengthen the culture of compliance. The Group has also communicated internally on the Group’s core values, one of which is RESPECT, which refers to compliance.
Management of supplier relations
To assess the level of satisfaction of the relationship between FORVIA SE and its suppliers, the Group conducts an annual satisfaction survey. The index is established on a scale of one to four and measures supplier satisfaction in five areas: strategy, innovation, operational excellence, business ethics and decarbonization.
The 2023 survey was conducted among more than 1,700 direct suppliers of the FORVIA group representing two-thirds of the Group’s direct industrial purchasing volume. The level of satisfaction reached a score of 2.99 on a scale of 1 to 4, up compared to 2022 (score of 2.97). More than two-thirds of suppliers have perceived an improvement in our relationships and a majority of them see the creation of the FORVIA group as an opportunity. The main areas of progress that emerge are better visibility on future projects and better consideration of supplier innovations.
Corruption prevention and detection
In order to maintain a strong compliance culture, the Compliance department has set up different training sessions accessible to all employees (including part-time employees, interns, consultants, etc.). These training courses are tailored to FORVIA SE’s risk profile with which local teams may be confronted.
Along with the Human Resources, Internal Audit and Control teams, the Compliance department ensures that all the identified people are effectively trained in the internal rules, in order to maintain a strong ethics and compliance culture in the Group.
- ■Over the last three years, a total of 47,600 employees (employees, consultants, interns, etc.) have taken Ethics (25,900) and Antitrust (21,600) training modules (MOOCs).
- ■By the end of 2023, 46,700 employees (employees, consultants, interns, etc.) had taken the Anti-corruption MOOC, including 97.7% of the target population.
- ■Refresher training sessions are regularly organized at the industrial sites and in the divisions, in particular on the risks of breaches of best practices in the fight against anti-competitive practices.
Employees also have access to practical guides on anti-competitive practices, reporting and managing conflicts of interest and the internal whistle-blowing procedure on allegations of non-compliance with the Code of Ethics. Significant communication efforts have ensured that these guides are widely distributed.
Prevention of tax evasion
In support of its overall business strategy and objectives, FORVIA SE’s tax policy complies with the Code of Ethics. It is entrusted to a global team of tax professionals and is based on a firm set of principles.
Regulatory compliance
FORVIA SE complies with the letter and spirit of applicable laws and regulations, and relies on the relevant international standards (for example, the OECD guidelines).
FORVIA SE ensures that tax filings and payments are made in accordance with all local regulations. The Group also maintains all tax records and performs tax reporting as required by any law in countries in which the Group operates.
Integrity and transparency
FORVIA SE is committed to showing integrity and total transparency and to establishing constructive relationships with the tax authorities. In the event of a legal interpretation that does not agree with the tax authorities, FORVIA SE is prepared to refer the matter to the competent court to defend the interpretation of the law made by the Group.
Absence of subterfuges on structures and transfers between companies
FORVIA SE manages tax affairs in a proactive manner and does not use contrived or abnormal tax structures that are intended for tax avoidance, have no commercial substance and do not meet the spirit of local or international law. FORVIA SE does not use secret jurisdictions or so-called “tax havens” for tax avoidance.
The aim is to pay an appropriate amount of tax according to where value is created within the normal course of industrial or commercial activity. Consequently, all transfers of goods and services between companies within the Group are conducted on an arm’s length basis. The pricing of such transactions between Group companies is based on fair market terms and reflects the commercial nature of the transactions.
Meeting stakeholder expectations
The assessment of taxes respects shareholder value and fully complies with all legal and regulatory obligations, in line with stakeholders’ expectations.
4.4.1.3.Metrics and targets
CASES OF CORRUPTION OR PAYMENT OF BRIBERY
In 2023, there were no convictions or fines against FORVIA SE with regard to the fight against corruption and acts of corruption.
Political influence and lobbying activities
In 2023, FORVIA adopted a policy on government relations and advocacy (7) which sets out its commitment to responsible lobbying and political commitment. This policy aims to ensure that FORVIA’s advocacy and government relations activities are conducted in an ethical, transparent and honest manner, and in compliance with applicable laws and regulations. This policy applies globally and for the entire Group.
FORVIA engages with governments and other public players to support the Company’s strategy, in particular with regard to:
- ■the strengthening of its industrial and technological centers, in order to guarantee its competitiveness and its ability to meet market needs;
- ■its commitment to sustainability and climate action, supported by its roadmap to achieve net zero emissions by 2045;
- ■the promotion of research and innovation, in order to guarantee its future development;
- ■the protection of fundamental human rights.
FORVIA’s lobbying strategy includes interaction with its stakeholders, including political decision-makers and other public authorities in the regions where FORVIA operates.
The Group takes into account the impact studies of draft regulations or legislation on a series of important issues for its activities, in particular:
FORVIA communicates its positions on policy, regulatory and legislative proposals to policy-makers directly or through its professional associations to answer their questions or propose adjustments to take into account the interests of all FORVIA’s stakeholders.
FORVIA maintains regular discussions with its professional associations: CLEPA in Brussels, PFA in France, VDA in Germany and MEMA in the USA.
FORVIA is committed to conducting its lobbying activities in an ethical and responsible manner. Its anti-corruption Code of Conduct requires risk-based due diligence for intermediaries who are considered to be at high risk of corruption. Depending on the information obtained, it may be decided not to enter into relations with these intermediaries, in particular lobbyists. Training on the Anti-Corruption Code of Conduct is mandatory for the entire Group. In accordance with its internal rules on the management of third parties in terms of compliance, the main internal stakeholders must share the relevant information in order to implement the required prior assessment.
Within the Board of Directors and the Executive Committee, the Executive Vice President in charge of Communications, Public Affairs and Sustainable Development is responsible for monitoring lobbying activities.
In order to ensure the dissemination of information on subjects that may be considered sensitive, the Group is registered in the European Union Transparency Register under the number 963186850826-94.
FORVIA does not fund political parties, does not make financial contributions to political campaigns and is not actively involved in political campaigns.
Payment practices
4.5.Appendices
4.5.1.Report by one of the independent third-party organization on the verification of the consolidated non-financial statement included on a voluntary basis in the Group management report
This is a free translation into English of the independent third-party organization’s report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
In our capacity as independent third-party organization, member of Mazars Group and accredited by COFRAC Inspection under number 3-1895 (scope of accreditation available on www.cofrac.fr), we have performed work to provide a reasoned opinion that expresses a limited level of assurance on the historical information (observed and extrapolated, hereinafter respectively the "Information") of the consolidated extra-financial performance statement, prepared in accordance with the entity’s procedures (hereinafter the “Guidelines”) for the financial year ended December 31, 2023, presented in the management report of the group (hereinafter the “Statement”) , in application of the provisions of Article L. 310-1-1-1 of the Insurance Code which refers to Article L225-102-1 of the Commercial Code.
Conclusion
Based on the procedures we performed, as described in the "Nature and scope of our work” and the evidence we collected, nothing has come to our attention that causes us to believe that Statement is not presented in accordance with the applicable regulatory requirements and that the Information, taken as a whole, is not presented fairly in accordance with the Guidelines, in all material respects.
Preparation of the non-financial performance statement
The lack of a commonly used framework or established practice on which to base the assessment and evaluation of information allows for the use of alternative accepted methodologies that may affect comparability between entities and over time.
The Statement has been prepared in accordance with the entity’s procedures, the main elements of which are presented in the Statement and are available on request from the entity’s head office.
Restrictions due to the preparation of the Information
The Information may contain inherent uncertainty about the state of scientific or economic knowledge and the quality of external data used. Some of the Information is dependent on the methodological choices, assumptions and/or estimates made in preparing the information and presented in the Statement.
The entity’s responsibility
- ■selecting or setting appropriate criteria for the provision of the Information;
- ■preparing the Statement with reference to legal and regulatory requirements, including a presentation of the business model, a description of the principal non-financial risks, a presentation of the policies implemented considering those risks and the outcomes of said policies, including key performance indicators and also, the Information required by Article 8 of Regulation (EU) 2020/852 (EU Taxonomy);
- ■and implementing internal control procedures deemed necessary to preparation of information, free from material misstatement, whether due to fraud or error.
Responsibility of the Statutory Auditor
Based on our work, our responsibility is to provide a report expressing a limited assurance conclusion on:
- ■the compliance of the Statement with the requirements of article R. 225-105 of the French Commercial Code;
- ■the fairness of the Information provided in accordance with article R. 225 105 I, 3° and II of the French Commercial Code, i.e., the outcomes, including key performance indicators, and the measures implemented considering the principal risks (hereinafter the “Information”).
We have carried out work aimed at formulating a reasoned opinion expressing a conclusion of moderate assurance on the historical information, observed or extrapolated.
However, it is not our responsibility to comment on the entity’s compliance with other applicable legal and regulatory requirements, in particular the French duty of care law and anti-corruption and tax avoidance legislation nor on the compliance of products and services with the applicable regulations.
- ■the entity’s compliance with other applicable legal and regulatory requirements (in particular with regard to the Information required by Article 8 of Regulation (EU) 2020/852, the due diligence plan and the fight against corruption and tax evasion);
- ■the truthfulness of the Information provided for in Article 8 of Regulation (EU) 2020/852 (EU Taxonomy);
- ■the compliance of products and services with applicable regulations.
Regulatory provisions and applicable professional standards
The work described below was performed with reference to the provisions of articles A. 225-1 et seq. of the French Commercial Code, as well as with the professional guidance of the French Institute of Statutory Auditors (“CNCC”) applicable to such engagements and with ISAE 3000 (reviewed)(8).
Independence and quality control
Our independence is defined by the requirements of article L. 822-11-3 of the French Commercial Code and the French Code of Ethics (Code de déontologie) of our profession. In addition, we have implemented a system of quality control including documented policies and procedures regarding compliance with applicable legal and regulatory requirements, the ethical requirements and French professional.
Means and resources
Nature and scope of our work
We planned and performed our work considering the risks of significant misstatement of the Information.
We are convinced that the procedures we have carried out in the exercise of our professional judgment enable us to provide a limited assurance conclusion:
- ■we obtained an understanding of the consolidated entities’ activities and the description of the principal risks associated;
- ■we assessed the suitability of the criteria of the Guidelines with respect to their relevance, completeness, reliability, neutrality and understandability, with due consideration of industry best practices, where appropriate;
- ■we verified that the Statement includes each category of social and environmental information set out in article L. 225 102 1 III as well as information regarding compliance with human rights and anti-corruption and tax avoidance legislation;
- ■we verified that the Statement provides the Information required under article R. 225-105 II of the French Commercial Code, where relevant with respect to the principal risks, and includes, where applicable, an explanation for the absence of the Information required under article L. 225-102-1 III, paragraph 2 of the French Commercial Code;
- ■we verified that the Statement presents the business model and a description of principal risks associated with all the consolidated entities’ activities, including where relevant and proportionate, the risks associated with their business relationships, their products or services, as well as their policies, measures and the outcomes thereof, including key performance indicators associated to the principal risks;
- ■we referred to documentary sources and conducted interviews to:
- ■assess the process used to identify and confirm the principal risks as well as the consistency of the outcomes, including the key performance indicators used, with respect to the principal risks and the policies presented, and
- ■corroborate the qualitative information (measures and outcomes) that we considered to be the most important presented in Appendix 1. Concerning certain risks such as social dialogue, business ethics, sustainable supply chain, product quality and safety, climate transition, for the others risks, our work was carried out on the consolidating entity and on a selection of entities ;
- ■we verified that the Statement covers the scope of consolidation, i.e., all the consolidated entities in accordance with article L. 233-16 of the French Commercial Code within the limitations set out in the Statement;
- ■we obtained an understanding of internal control and risk management procedures the entity has put in place and assessed the data collection process to ensure the completeness and fairness of the Information;
- ■for the key performance indicators and other quantitative outcomes that we considered to be the most important presented in Appendix 1, we implemented:
- ■analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes in those data,
- ■tests of details, using sampling techniques, in order to verify the proper application of the definitions and procedures and reconcile the data with the supporting documents. This work was carried out on a selection of contributing entities(9) and covers between 16% and 100% of the consolidated data relating to the key performance indicators and outcomes selected for these tests;
- ■we assessed the overall consistency of the Statement based on our knowledge of all the consolidated entities.
We are convinced that the work carried out, based on our professional judgement, is sufficient to provide a basis for our limited assurance conclusion; a higher level of assurance would have required us to carry out more extensive procedures.
Appendix 1: Information considered most important
Qualitative information (actions and results)
- ■Safety in the workplace
- ■Talents attraction and retention
- ■Social dialogue
- ■Employee commitments
- ■Business ethics
- ■Responsible supply chain
- ■Product quality and safety
- ■Environmental impact of sites and climate change
Quantitative indicators (including key performance indicators)
- ■Total number of employees recorded and split by contract
- ■FR0t (Accidents with lost time per millions of hours worked) by employees and temporary workers
- ■FR1t (Accidents without lost time per millions of hours worked) by employees and temporary workers
- ■Turnover rate of managers and professionals
- ■Employee Engagement Index
- ■Percentage of M&P having received training on the Code of Ethics
- ■Share of direct suppliers assessed for CSR performance
- ■Customer satisfaction index
- ■Part of ISO 14001-certified production plants
- ■Energy consumption (MWh)/€m of sales
- ■Tons of waste/€m of sales
- ■Tons of CO2 equivalent/€m of sales (scopes 1 and 2)
- ■Carbon footprint (scope 1, 2, 3)
4.5.2.Methodological note
FORVIA consolidates and discloses indicators according to the guidelines proposed by the Global Reporting Initiative (GRI).
The period covered by this Non-Financial Performance Declaration corresponds to 2021. The previous Non-Financial Performance Declaration was published in Faurecia’s Universal Registration Document and made available at https://www.faurecia.com.
The social, environmental and societal information contained in this chapter meets the requirements of Article L. 225-102-1 and Articles R. 225-105 et seq. of the French Commercial Code, transposing Directive 2014/95/EU of the European Parliament and of the Council of October 22, 2014: the “Non-Financial Performance Declaration” (NFPD). Given the nature of FORIVA's activities, the following themes do not constitute major CSR risks and do not warrant further development in this management report: food waste, combating food insecurity, animal welfare, responsible, fair, and sustainable food, and actions aimed at promoting the Nation-army link and supporting engagement in reserves.
The scope, as well as the methodologies for calculating the social, environmental and societal indicators are described in Sections 4.3 and 4.2 respectively. Changes made to previous data or adjustments are specified in each section.
4.5.2.1.Specificities related to the scope of environmental reporting and methodologies for calculating CO2 and volatile organic compound emissions
FORVIA consolidates and discloses indicators according to the guidelines proposed by the Global Reporting Initiative (GRI).
The period covered by this Non-Financial Performance Declaration corresponds to 2023. The previous Non-Financial Performance Declaration for 2022 was published in FORVIA’s Universal Registration Document made available at https://www.faurecia.com at the end of March 2023.
The social, environmental and societal information contained in this chapter meets the requirements of Article L. 225-102-1 and Articles R. 225-105 et seq. of the French Commercial Code, transposing Directive 2014/95/EU of the European Parliament and of the Council of October 22, 2014: the “Non-Financial Performance Declaration” (NFPD). Social and societal information is published in the People and Business Sections.
Environmental reporting scope
The scope of this reporting covers 190 production plants (technological plants), 43 assembly sites (called “Just in Time” sites), 14 R&D sites and four registered office sites, i.e. a total of 251 sites. Compared to 2020, 15 new sites were included in the reporting scope and 54 sites were removed. See the list of sites subject to ICEP authorization(10).
The SAS activity, integrated within the FORVIA SE group in 2020 and included last year in the reporting scope, was sold in 2023. The exclusion of this activity from the reporting scope represents 29 of the 54 exits.
The reporting covers the period from November 1, 2022 to October 31, 2023 to enable sites to collect, validate and publish data in a timely manner.
The Group’s sales figures correspond to the results generated during the environmental reporting period, i.e. from November 1, 2022 to October 31, 2023.
The reporting scope for GHG emissions covers more sites (398 sites in total for FORVIA SE, 139 sites for HELLA on scopes 1 and 2).
Environmental reporting scope: Breakdown of FORVIA's production plants by continent (2023 Scope)
Environmental reporting scope: Breakdown of FORVIA S.E.'s production plants by continent (2023 Scope)
Coverage rate of FORVIA environmental indicators
Coverage rate of FORVIA S.E. environmental indicators
* The coverage rate corresponds to the number of sites that have provided numerical data compared to the number of sites concerned by the subject.
The environmental scope covers all active production, assembly and R&D sites, as well as head offices (HQ). Only sites that had started their activities since July 1 of the reporting period are included in the scope.
In view of their small environmental footprint, offices, sites with fewer than 20 employees, sites closed before September 1 of the reporting period, assembly sites located on customer premises and with fewer than 100 employees, and head office sites with a surface area of less than 10,000 m2 are not included.
Sites ICEP (installation classified for environmental protection)
SIte name |
Adress 1 |
Adress 2 |
ZIP code |
City |
Current regime |
SEVESO status |
Date of last inspection |
---|---|---|---|---|---|---|---|
FAURECIA Siedoubs |
14 avenue d'Helvétie |
BP 91115 |
25201 |
MONTBELIARD |
Authorization |
Non Seveso |
01/06/2021 |
TRECIA (Faurecia Intérieur Systèmes) |
835 avenue Oehmichen |
BP 52 |
25461 |
ETUPES |
Authorization |
Non Seveso |
05/04/2022 |
FAURECIA SYSTEMES ECHAPPEMENT SASU |
Allée Henri Hugoniot BP |
|
25490 |
Allenjoie |
Registration |
Non Seveso |
22/03/2022 |
FAURECIA SIEDOUBS (SEATING / SIEGES) |
ZA Technoland II |
|
25490 |
Allenjoie |
Registration |
Non Seveso |
|
FAURECIA Systèmes d'Echapmt (R&D Center) |
Bois sur Prés |
|
25550 |
BAVANS |
Authorization |
Non Seveso |
16/07/2020 |
FAURECIA Intérieur Industries - FR23 |
Les Landes de Tournebride |
|
35600 |
BAINS SUR OUST |
Authorization |
Non Seveso |
13/10/2023 |
FAURECIA AUTOMOTIVE COMPOSITES |
Le Petit Lojon - Départementale 2020 |
Route d'Orçay |
41300 |
THEILLAY |
Authorization |
Non Seveso |
31/05/2023 |
FAURECIA Sièges d'automobiles |
28, rue de Varennes |
BP 4 |
45290 |
NOGENT-SUR- |
Authorization |
Non Seveso |
14/06/2023 |
FAURECIA INTERIEUR INDUSTRIE |
11 rue du 12 mai 1967 |
|
60110 |
MERU |
Registration |
Non Seveso |
10/07/2023 |
FAURECIA SIEGES D'AUTOMOBILE |
|
Le Pont de Vère |
61100 |
Caligny |
Registration |
Non Seveso |
21/02/2023 |
FAURECIA SYSTEMES D'ECHAPPEMENT |
Usine de Messei |
Rue de l'Industrie |
61440 |
MESSEI |
Authorization |
Non Seveso |
05/03/2020 |
FAURECIA INDUSTRIE |
Parc d'Activité du Pommier |
|
62110 |
HENIN BEAUMONT |
Authorization |
Non Seveso |
17/10/2023 |
FAURECIA INTERIEUR INDUSTRIE |
Boulevard de Mailing |
Zone Industrielle |
62260 |
AUCHEL |
Authorization |
Non Seveso |
15/09/2020 |
FAURECIA - SIELEST |
ZA de la THUR |
fermé s1-2023 |
68840 |
PULVERSHEIM |
Registration |
Non Seveso |
4/26/22 |
FAURECIA |
17 rue de la Forge - BP 69 |
|
70200 |
MAGNY VERNOIS |
Autorisation |
Seveso seuil bas |
25/08/2023 |
FAURECIA SYSTEMES D'INTERIEUR St Michel |
2 Parc d'activités |
|
88470 |
ST MICHEL SUR MEURTHE |
Authorization |
Non Seveso |
24/06/2021 |
CO2 emissions calculation methodology
Scopes 1 and 2
Direct greenhouse gas emissions are calculated in CO2 equivalent. Emissions related to the consumption of scope 1 fuels are calculated based on emission factors taken from the French Environment and Energy Management Agency (ADEME) and the department for Environment, Food and Rural Affairs (DEFRA).
Fugitive emissions are calculated using emission factors from the sixth report of the Intergovernmental Panel on Climate Change (IPCC).
Indirect emissions related to electricity are calculated using the market-based approach, in line with the trajectory declaration to the SBTi. In order of data availability, the emission factor used on each site is that of market instruments (Power Purchase Agreement, on-site or off-site renewable electricity production, Energy Attribute Certificates), electricity suppliers, and the country’s or the region’s residual mix and, finally, the national production mix with data from the latest IEA report.
For some of the sites (for FORVIA around 15% of the total number of sites considered during the period, representing around 1% of scopes 1 and 2 emissions), energy and refrigerant consumption are estimated. These are generally sites with low energy consumption, or which have either recently opened or closed during the reporting period. To do this, for each energy vector, we use an average energy intensity (in MWh/m2) from similar sites (e.g. same type of site in the same country or region) that report actual consumption data. A conservative approach is used because only sites that consume said energy/refrigerant vector are considered average.
Emissions related to company cars are estimated, for FORVIA SE, on the basis of reporting from one of FORVIA SE’s main long-term car rental agencies, the expenditure with this agency, and the total expenditure on company vehicles. For HELLA, fuel consumption is tracked in Germany using a fuel card. In other countries, emissions are estimated based on the number of vehicles.
Scope 3
Emissions are calculated by following the GHG Protocol. They include all categories except downstream leasing and franchises which do not concern the Group’s activity. The uncertainties in the calculation of CO2 emissions were assessed taking into account the precision of the input data and the uncertainties in the emission factors.
Description of the methodology for the three most important scope 3 categories in terms of emissions:
FORVIA SE: FORVIA SE uses the Octoplus tool, which directly calculates emissions for each purchasing line based, in order of data availability, on a:
- ■specific approach by quantities: using emissions or energy consumption transmitted by certain suppliers and approved (manufacturing emissions of Tier 1 suppliers) and a measurement of weight per material multiplied by the related emission factors (for upstream emissions of Tier 1 suppliers);
- ■semi-specific approach by quantities: using an estimate of manufacturing emissions from Tier 1 suppliers and a measurement of weight per material multiplied by the related emission factors (for upstream emissions of Tier 1 suppliers);
- ■expenditure approach and similar purchases emissions: by multiplying the expenditure in € thousands by an average carbon monetary intensity (in tCO2eq/€ thousand of expenditure) of similar purchases (same purchasing segment or same sub-commodity) whose emissions were estimated using one of the two methodologies above;
- ■ADEME expenditure approach and monetary ratios: by multiplying the expenditure in € thousands by a monetary CO2 intensity (in tCO2 eq/€ thousand) taken from ADEME’s Footprint Database®.
HELLA: HELLA uses extracts from its purchasing data consolidation tool. For certain purchase categories, the quantity data (in kg) are multiplied by, in order of availability of the data:
- ■an emission factor transmitted by the supplier;
- ■an emission factor calculated from similar purchases at FORVIA SE, also expressed in kg;
- ■an emission factor from a generic database (e.g. ADEME’s Footprint Database®).
For the rest of the purchasing lines, not expressed in kg, the expenditure data are multiplied by a monetary emission factor (in tCO2eq/€ thousand of expenditure) taken from FORVIA SE (weighted average of similar purchases) or ADEME’s Footprint Database®.
FORVIA SE: for some of the goods purchased and sold for which FORVIA SE pays for transport, the data are taken from a transport management system (TEO, Transport Management System – TMS) which makes it possible to trace the distances (in km) and the tonnages transported of the transport flows covered by the tool. The emission factor used is that of the Global Logistics Emissions Council (GLEC), adjusted for transport by truck with the average loading rate of FORVIA SE. For the rest of the goods purchased and sold for which FORVIA SE pays the transport costs, and which are not covered by the TMS, the t.km are estimated on the basis of the expenses by category of transport and a corresponding ratio in t.km/€ spent calculated from data in TEO. The emission factors used are those of the GLEC. For inbound/outbound transport for which transport is paid for by the supplier/customer, the associated emissions are estimated by extrapolating the GHG emissions from inbound/outbound transport paid by FORVIA SE, through the share (as a %) of expenses for goods purchased for which transportation is paid by the supplier/customer.
HELLA: the reporting of the main carriers are used (top four suppliers representing around 50% of transport-related expenses). On the basis of this data, the calculations are carried out either:
- ■based on emissions calculated directly by suppliers;
- ■by the distance and the tons transported (t.km) multiplied by a GLEC emission factor of the corresponding transport category.
If these data are not available, emissions are estimated from the expenses associated with each shipment. Finally, these emissions are extrapolated for all expenses that are not covered by these reports for the top four carriers (i.e. around 50% remaining).
- ■emissions linked to the indirect use of products sold, corresponding to a mass allocation of emissions from vehicles in the use phase, in proportion to the weight of the FORVIA products included in each vehicle;
- ■emissions linked to the direct use of the products, corresponding to emissions linked to the electricity consumption of FORVIA products.
The first case (indirect use) represents the majority of emissions. To carry out this calculation, several parameters are considered: the vehicle’s lifespan (set at 150,000 km), the weight of the parts sold by FORVIA per vehicle, the weight of the vehicle equipped with the products sold by FORVIA, and the vehicle emissions factor (in gCO2eq/km). The latter includes the direct emissions during the use of the vehicle (fuel combustion) and indirect emissions (extraction and production of fuel and electricity production, also including upstream of the latter’s production). The emission factors for internal combustion vehicles, electricity consumption for electric vehicles, and weight data for the vehicles used come from various regional databases, depending on the country in which the vehicle is sold. When information for a vehicle is not available in the databases, an average of similar vehicles is taken (e.g. average weight of an electric vehicle of the same segment for an electric vehicle). For electric and plug-in hybrid vehicles, the electricity emission factors are taken from the IEA assuming that the vehicle is used in the country where it was sold. In addition, to take into account the actual emissions related to the use of vehicles, a correction coefficient is applied to the vehicle emission factors calculated with the Worldwide harmonized Light vehicles Test Procedures, or WLTP.
To quantify emissions linked to the direct use of products sold, the power, the estimated useful life of the products, the efficiency of the alternator and the vehicle’s emission factor are used.
Changes in the reporting scope
The reference year 2019 and 2022 have been recalculated to remove the entities/sites sold from the scope in order to be consistent with the scope of 2023, in line with the GHG Protocol.
To harmonize financial and environmental reporting, only activities/products whose sales are recognized under IFRS 15 led to greenhouse gas emissions estimates. Thus, the emissions linked to the chemical reactions that take place inside the catalytic converter, and which represent nearly 22 MtCO2eq in 2020 in relation to sales made by FORVIA SE, according to estimates made internally, are not included in the Group’s carbon footprint. In fact, under IFRS 15, FORVIA acts as an agent in the supply of catalytic converter components, responsible for chemical reactions, to manufacturers. The manufacturers select the technical specifications for the part and supplier. Furthermore, FORVIA does not have the right to set the prices and conditions of sale of the part, nor is it responsible for the technical performance of the part. Finally, the Group has no inventory risk (by contract or de facto). In particular, in consistency with with the GHG Protocol, scope 3.11 – use of sold products – has been divided into two parts which cover the following:
- ■emissions linked to the indirect use of products sold, corresponding to a mass allocation of emissions from vehicles in the use phase, in proportion to the weight of the FORVIA products included in each vehicle;
- ■emissions linked to the direct use of the products, corresponding to emissions linked to the electricity consumption of FORVIA products.
Methodological improvements
As part of a continuous improvement process, FORVIA seeks to improve the quality of its greenhouse gas emissions estimates. With the support of Deloitte, several methodological improvements were made, in particular on significant carbon footprint items:
- ■for category 3.1 (purchasing), the Octoplus tool now includes FCE, making it possible to refine the calculations for this Business Group;
- ■for category 3.3 (upstream of energy), more detailed emission factors for upstream electricity were used thanks to the publication in September 2023 of dedicated emission factors by the IEA;
- ■for categories 3.4 and 3.9 (goods transport), on FORVIA SE, the Transport Management System TEO tool covers a wider scope, making it possible to trace transport flows more precisely (more robust t.km). Also, thanks to new data:
- ■conversion ratios t.km/€ (categorized to the finest mesh possible) more accurate than previous years were used, building on data in TEO,
- ■the total t.km are no longer the sum of the t.km estimated from the total expenses and the conversion ratios but by taking the sum of the t.km from TEO and the t.km estimated from the remaining expenses (multiplied conversion ratios),
- ■emissions from transport not financed by FORVIA SE are estimated with finer ratios, particularly for transport financed by customers.
- The 2019 and 2022 emissions were recalculated using this new methodology, and the ratios valid for these years;
- ■for category 11, several changes were applied. Among them:
- ■the sale by HELLA of products equipping electric and plug-in hybrid vehicles was considered (vs. an average of thermal vehicles previously),
- ■for electric and plug-in hybrid vehicles, emissions upstream of electricity production have been taken into account, in addition to emissions related to electricity production,
- ■the allocation ratio of the electric vehicle’s electricity consumption due to the vehicle’s weight has been adjusted compared to internal combustion vehicles,
- ■finer emission factors for hybrid vehicles (standard and plug-in) were used,
- ■the average weight, average emission factor (or average electricity consumption for electric vehicles) of the vehicle used for vehicles for which information cannot be found in regional databases depends on its segment and its engine (e.g., average weight of an electric vehicle of the same segment for an electric vehicle),
- ■for FCM CVI and HELLA Trucks, the emission factors and underlying assumptions use GLEC data to be consistent with the source used for categories 4 and 9 of the carbon footprint.
- The years 2019 and 2023 have been recalculated accordingly;
- ■for category 12 (end-of-life of products sold), more precise tCO2eq conversion ratios for emissions related to purchases (scope 3.1) to metric tons of material were used. To estimate scope 3.12 emissions, the tons of material purchased are multiplied by a waste treatment emission factor (which varies according to the material purchased). However, as not all purchases are expressed in a unit of weight, the remaining weight of purchases is estimated for the scope 3.12 calculations. For this, ratios in t/tCO2e are used from scope 3.1. They are estimated by taking a weighted average of the emission factor of the purchase lines of the same commodity for which the quantities purchased are by weight. The years 2022 and 2019 have also been recalculated.
All the calculations of the CO2 footprint and the identification of the associated uncertainties were prepared with the assistance of Deloitte and audited by Mazars.
Methodology for calculating volatile organic compound (VOC) emissions
The annual reference emissions for Volatile Organic Compounds (VOCs) is calculated using the Solvent Management Plan (SMP) required by the European Council Directive 1999/13/EC of March 11, 1999 on the reduction of volatile organic compound emissions caused by the use of organic solvents in certain activities and facilities. The SMP is a mass balance for quantifying the inputs and outputs of solvents in an installation.
4.5.3.Cross-reference tables
4.5.3.1.Non-Financial Performance Declaration
The table below provides a summary of FORVIA’s main non-financial risks and opportunities, as well as the associated policies and indicators to meet the requirements of the NFPD. The Sections (4.2, 4.3 and 4.4) set out in detail the policies and results using indicators over the last three years. Chapter 2 on risk factors and risk management also sets out the non-financial risks integrated into the main risks used for the Group’s risk mapping.
Information |
Main risks and opportunities
*Non-financial risks integrated into the Group’s main risks |
|
Approach and actions
|
Indicators
**Indicators integrated into the CSR roadmap Inspired to care |
---|---|---|---|---|
SOCIAL |
Workplace safety |
*R |
|
|
SOCIAL |
Talent acquisition and retention |
*R |
|
|
SOCIAL |
Social dialogue |
R |
|
|
SOCIAL |
Employee commitments |
O |
|
|
SOCIAL |
Diversity |
O |
|
|
SOCIAL |
Employability |
O |
|
|
SOCIAL |
Commitment to communities |
O |
|
|
SOCIETAL |
Business ethic |
*R |
|
|
SOCIETAL |
Responsible supply chain |
*R |
|
|
SOCIETAL |
Product Quality and Safety |
*R |
|
|
ENVIRONMENTAL |
Environmental impact of production plants and climate transition |
*R |
|
|
ENVIRONMENTAL |
Climate transition |
*R |
|
|
ENVIRONMENTAL |
Innovation of products to improve air quality and reduce the CO2 footprint |
O |
|
|
It should be noted that some of these risks are related to the duty of care, for which FORVIA meets the regulatory requirements set out in law No. 2017-399 of March 27, 2017 relating to the duty of care of parent companies and instructing companies on the identification of risks and the prevention of serious violations of human rights and fundamental freedoms, human health and safety, and the environment.
4.5.3.2.GRI Content Index and Global Compact Principles
GRI standard |
Information element |
Chapter number |
Global Compact |
---|---|---|---|
General information |
|||
GRI 101: Foundation 2016 Disclosures associated with the use of GRI standards |
Reporting principles defining the content of the report |
4.1.1. General preparation basis 4.1.3.2. Stakeholders’ interests and points of view |
|
Reporting principles defining the quality of the report |
4.5.2.1. Specificities related to the environmental reporting and methodologies for calculating CO2 and volatile organic compound emissions 4.3.1.5 Metrics and targets |
|
|
Statements related to the use of GRI standards |
4.5.3. Cross-reference tables |
|
|
GRI 102: General Disclosures 2016 |
Organization’s profile |
|
|
102-1 – Name of the organization |
6. Legal information |
|
|
102-2 – Activities, brands, products and services |
Introductory chapter |
|
|
102-3 – Location of the registered office |
6. Legal information |
|
|
102-4 – Location of the business sites |
Introductory chapter |
|
|
102-5 – Ownership and legal form |
6. Legal information |
|
|
102-6 – Markets served |
Introductory chapter |
|
|
102-7 – Scale of the organization |
Introductory chapter |
|
|
102-8 – Information on employees and other workers |
4.3.1.5. Metrics and targets |
|
|
102-9 – Supply chain |
4.3.2. Value chain |
|
|
102-10 – Significant changes to the organization and its supply chain |
1. Notes to the consolidated financial statements |
|
|
102-11 – Precautionary principle or preventive approach |
2. Contributors and systems |
Principle 7 |
|
102-12 – External initiatives |
4.1.1.2. Disclosure of information relating to specific circumstances |
|
|
102-13 – Membership of associations |
4.1.1.2. Disclosure of information relating to specific circumstances |
|
|
Strategy |
|
|
|
102-14 – Statement by the most senior decision-maker |
Introductory chapter |
|
|
Ethics and integrity |
|
|
|
102-16 – Values, principles, standards and rules of conduct |
Introductory chapter |
|
|
Governance |
|
|
|
102-18 – Governance structure |
Introductory chapter 4.1.2.1. ESG governance bodies |
|
|
102-19 – Delegation of authority |
4.1.2.1. ESG governance bodies 4.1.2.2. Information provided to CSR governance |
|
|
102-20 – Executive-level responsibility for economic, environmental, and social topics. |
4.1.2.1. ESG governance bodies 4.1.2.2. Information provided to CSR governance |
|
|
GRI 102: General Disclosures 2016 |
Stakeholder involvement |
|
|
102-40 – List of stakeholder groups |
4.1.3.2. Stakeholders’ interests and points of view |
Principle 3 |
|
102-41 – Collective bargaining agreements |
4.1.3.2. Stakeholders’ interests and points of view 4.3.1.2. Interactions with company workers and their representatives |
|
|
102-42 – Identification and selection of stakeholders |
4.1.3.2. Stakeholders’ interests and points of view |
|
|
102-43 – Stakeholder engagement approach |
4.1.3.2. Stakeholders’ interests and points of view |
|
|
102-44 – Key topics and concerns raised |
4.1.3.2. Stakeholders’ interests and points of view |
|
|
Reporting practice |
|
|
|
102-45 – Entities included in the consolidated financial statements |
1. Subsidiaries and affiliates |
|
|
102-46 – Definition of report content and topic boundaries |
4.1.1 General preparation basis 4.1.3.2 Stakeholders’ interests and points of view |
|
|
102-47 – List of material topics |
4.7.1. Non-Financial Performance Declaration |
|
|
102-48 – Restatements of information |
4.5.3. Cross-reference tables |
|
|
102-49 – Changes in reporting |
4.5.3. Cross-reference tables |
|
|
102-50 – Reporting period |
4.5.3. Cross-reference tables |
|
|
102-51 – Date of the most recent report |
4.5.3. Cross-reference tables |
|
|
102-52 – Reporting cycle |
4.3.1.5. Metrics and targets 4.5.2.1. Specificities related to the environmental reporting and methodologies for calculating CO2 and volatile organic compound emissions |
|
|
102-53 – Contact point for questions regarding the report |
6. Declaration by the person responsible for the Universal Registration Document and the information officer |
|
|
102-54 – Claims of reporting in accordance with the GRI Standards |
4.5.3.2. GRI Content Index and Global Compact Principles |
|
|
102-55 – GRI content index |
4.5.3.2. GRI Content Index and Global Compact Principles |
|
|
Material topics |
|||
Business ethic |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.1.4. Management of impacts, risks and opportunities 4.3.2.5. Vigilance plan 4.4.1. Business conduct |
Principle 10 |
103-2 – The management approach and its components |
4.1.4. Management of impacts, risks and opportunities 4.3.2.5. Vigilance plan 4.4.1. Business conduct |
|
|
103-3 – Evaluation of the management approach |
4.4.1. Business conduct |
|
|
GRI 205: Anti-corruption 2016 |
205-2 – Communication and training about anti-corruption policies and procedures |
4.4.1.2. Management of impacts, risks and opportunities – Corporate culture and business conduct policies 4.4.1.2. Management of impacts, risks and opportunities – Corruption prevention and detection |
|
Environmental impact of production plants and climate change |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.2.1. Environmental policy and culture |
Principles 8 and 9 |
103-2 – The management approach and its components |
4.2.1. Environmental policy and culture |
|
|
103-3 – Evaluation of the management approach |
4.2.1. Environmental policy and culture |
|
|
GRI 302: Energy |
302-1 – Energy consumption within the organization |
4.2.3.3. Climate actions and resources: scopes 1 & 2 4.2.3.4. Climate actions and resources: scope 3 |
Principles 8 and 9 |
302-3 – Energy intensity |
4.2.3.3. Climate actions and resources: scopes 1 & 2 4.2.3.4. Climate actions and resources: scope 3 |
|
|
302-4 – Reduction of energy consumption |
4.2.3.3. Climate actions and resources: scopes 1 & 2 4.2.3.4. Climate actions and resources: scope 3 |
|
|
Environmental impact of production plants and climate change |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.2.7.1. Strategy (Management of impacts, risks and opportunities) |
|
103-2 – The management approach and its components |
4.2.7.1. Strategy (Management of impacts, risks and opportunities) |
|
|
103-3 – Evaluation of the management approach |
4.2.7.1. Strategy (Management of impacts, risks and opportunities) |
|
|
GRI 303: Water and effluents 2018 |
303-1 – Interactions with water as a shared resource |
4.2.4.1. Management of impacts, risks and opportunities |
Principle 8 |
303-2 – Management of impacts related to water discharge |
4.2.7.1. Management of impacts, risks and opportunities |
|
|
303-4 – Water discharge |
4.2.4.1. Management of impacts, risks and opportunities |
|
|
303-5 – Water consumption |
4.2.4.1. Management of impacts, risks and opportunities |
|
|
Environmental impact of production plants and climate change |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.2.3.1. Strategy 4.2.3.3. Climate actions and resources: scopes 1 & 2 4.2.3.4. Climate actions and resources: scope 3 |
Principles 8 and 9 |
103-2 – The management approach and its components |
4.2.3.1. Strategy 4.2.3.3. Climate actions and resources: scopes 1 & 2 4.2.3.4. Climate actions and resources: scope 3 |
|
|
103-3 – Evaluation of the management approach |
4.2.3.1. Strategy 4.2.3.3. Climate actions and resources: scopes 1 & 2 4.2.3.4. Climate actions and resources: scope 3 |
|
|
GRI 305: Emissions 2016 |
305-1 – Direct GHG emissions (scope 1) |
4.2.3.5. Metrics and targets – GHG emissions 4.5.2.1. Specificities related to the environmental reporting and methodologies for calculating CO2 and volatile organic compound emissions |
|
305-2 – Indirect GHG emissions (scope 2) |
4.2.3.5. Metrics and targets – GHG emissions 4.5.2.1. Specificities related to the environmental reporting and methodologies for calculating CO2 and volatile organic compound emissions |
|
|
305-3 – Other indirect GHG emissions (scope 3) |
4.2.3.5. Metrics and targets – GHG emissions 4.5.2.1. Specificities related to the environmental reporting and methodologies for calculating CO2 and volatile organic compound emissions |
|
|
305-7 – Emissions of nitrogen oxides (NOx), sulfur oxides (SOx) and other significant atmospheric emissions |
4.5.2.1. Specificities related to the environmental reporting and methodologies for calculating CO2 and volatile organic compound emissions |
|
|
Environmental impact of production plants and climate change |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.2.7.2. Action: sustainable materials 4.2.7.3. Action: recyclability and repairability of products |
|
103-2 – The management approach and its components |
4.2.7.2. Action: sustainable materials 4.2.7.3. Action: recyclability and repairability of products |
|
|
103-3 – Evaluation of the management approach |
4.2.7.2. Action: sustainable materials 4.2.7.3. Action: recyclability and repairability of products |
|
|
GRI 306: Effluents and waste 2016 |
306-2 – Management of significant impacts related to waste |
4.2.7.2. Action: sustainable materials 4.2.7.3. Action: recyclability and repairability of products |
|
306-3 – Waste generated |
4.2.7.2. Action: sustainable materials 4.2.7.3. Action: recyclability and repairability of products |
|
|
306-4 – Waste not intended for disposal |
4.2.7.2. Action: sustainable materials 4.2.7.3. Action: recyclability and repairability of products |
|
|
Responsible purchasing and duty of care |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.3.2. Value chain |
|
103-2 – The management approach and its components |
4.3.2. Value chain |
|
|
103-3 – Evaluation of the management approach |
4.3.2. Value chain |
|
|
GRI 308: Supplier environmental assessment 2016 |
308-1 – New suppliers that were screened using environmental criteria |
4.3.2.2. Assessment of subsidiaries, subcontractors and suppliers |
|
308-2 – Negative environmental impacts in the supply chain and actions taken |
4.3.2.2. Assessment of subsidiaries, subcontractors and suppliers |
|
|
Talent acquisition and retention |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.3.1.4. Actions and assessment of their effectiveness |
Principle 6 |
103-2 – The management approach and its components |
4.3.1.4. Actions and assessment of their effectiveness |
|
|
103-3 – Evaluation of the management approach |
4.3.1.4. Actions and assessment of their effectiveness |
|
|
GRI 401: Employment 2016 |
401-1 – New employee hires and employee turnover |
4.3.1.4. Actions and assessment of their effectiveness 4.3.1.5. Metrics and targets |
|
401-2 – Benefits provided to full-time employees that are not provided to temporary or part-time employees |
4.3.1.4. Actions and assessment of their effectiveness |
|
|
401-3 – Parental leave |
4.3.1.5. Metrics and targets |
|
|
Workplace safety |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.3.1.1. Policies 4.3.1.4 Actions and assessment of their effectiveness |
|
103-2 – The management approach and its components |
4.3.1.1. Policies 4.3.1.4. Actions and assessment of their effectiveness |
|
|
103-3 – Evaluation of the management approach |
4.3.1.4. Actions and assessment of their effectiveness |
|
|
GRI 403: Occupational health and safety 2018 |
403-1 – Occupational health and safety management system |
4.3.1.1. Policies 4.3.1.4. Actions and assessment of their effectiveness |
|
403-5 – Worker training on occupational health and safety |
4.3.1.1. Policies 4.3.1.4. Actions and assessment of their effectiveness |
|
|
403-7 – Prevention and mitigation of occupational health and safety impacts directly linked by business relationships |
4.3.1.1. Policies 4.3.1.4. Actions and assessment of their effectiveness |
|
|
403-9 – Occupational accidents |
4.3.1.1. Policies 4.3.1.4. Actions and assessment of their effectiveness 4.3.1.5. Metrics and targets |
|
|
403-10 – Occupational illnesses |
4.3.1.5. Metrics and targets |
|
|
Employee engagement/Talent acquisition and retention |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.3.1.1. Policies 4.3.1.4. Actions and assessment of their effectiveness |
Principle 6 |
103-2 – The management approach and its components |
4.3.1.1. Policies 4.3.1.4. Actions and assessment of their effectiveness |
|
|
103-3 – Evaluation of the management approach |
4.3.1.1. Policies 4.3.1.4. Actions and assessment of their effectiveness |
|
|
GRI 404: Training and education 2016 |
404-1 – Average number of training hours per year per employee |
4.3.1.4. Actions and assessment of their effectiveness 4.3.1.5. Metrics and targets – Training and skills development |
Principle 6 |
404-2 – Programs for upgrading employee skills and transition assistance programs |
4.3.1.4. Actions and assessment of their effectiveness |
|
|
404-3 – Percentage of employees receiving regular performance and career development reviews |
4.3.1.4. Actions and assessment of their effectiveness |
|
|
Promotion of diversity |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.3.1.1. Policies 4.3.1.4. Actions and assessment of their effectiveness |
Principle 6 |
103-2 – The management approach and its components |
4.3.1.1. Policies 4.3.1.4. Actions and assessment of their effectiveness |
|
|
103-3 – Evaluation of the management approach |
4.3.1.4. Actions and assessment of their effectiveness |
|
|
GRI 405: Diversity and equal opportunity 2016 |
405-1 – Diversity of governance bodies and employees |
4.3.1.4. Actions and assessment of their effectiveness 4.3.1.5. Metrics and targets |
|
Social dialogue |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.3.1.2. Interactions with company workers and their representatives 4.3.1.1. Policies 4.3.2.5. Vigilance plan |
Principle 3 |
103-2 – The management approach and its components |
4.3.1.1. Policies 4.3.1.2. Interactions with company workers and their representatives 4.3.1.3. Compensation for adverse impacts and listening channels for employees 4.3.2.5. Vigilance plan |
|
|
103-3 – Evaluation of the management approach |
4.3.1.1. Policies 4.3.1.2. Interactions with company workers and their representatives 4.3.2.5. Vigilance plan |
|
|
GRI 407: Freedom of association and collective bargaining 2016 |
407-1 – Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk |
4.3.1.1. Policies 4.3.1.2. Interactions with company workers and their representatives 4.3.2.5. Vigilance plan |
|
Business ethic |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.4.1. Business conduct |
Principle 5 |
103-2 – The management approach and its components |
4.3.1.1. Policies 4.4.1. Business conduct |
|
|
103-3 – Evaluation of the management approach |
4.3.1.1. Policies 4.4.1. Business conduct |
|
|
GRI 408: Child labor 2016 |
408-1 – Operations and suppliers at significant risk for child labor |
4.3.1.1. Policies 4.4.1.2. Management of impacts, risks and opportunities |
|
Business ethic |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.4.1. Business conduct |
Principle 4 |
103-2 – The management approach and its components |
4.3.1.1. Policies 4.4.1.2. Management of impacts, risks and opportunities |
|
|
103-3 – Evaluation of the management approach |
4.3.1.1. Policies 4.4.1.2. Management of impacts, risks and opportunities |
|
|
GRI 409: Forced or compulsory labor 2016 |
409-1 – Operations and suppliers at significant risk for forced or compulsory labor |
4.3.1.1. Policies 4.4.1.2. Management of impacts, risks and opportunities |
|
Business ethic |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.4.1. Business conduct |
Principles 1 and 2 |
103-2 – The management approach and its components |
4.3.1.1. Policies 4.4.1.2. Management of impacts, risks and opportunities |
|
|
103-3 – Evaluation of the management approach |
4.4.1.2. Management of impacts, risks and opportunities |
|
|
GRI 412: Human Rights Assessment 2016 |
412-2 – Employee training on human rights policies or procedures |
4.3.1.1. Policies 4.4.1.2. Management of impacts, risks and opportunities |
|
Responsible purchasing and duty of care |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.3.2 Value chain |
Principle 2 |
103-2 – The management approach and its components |
4.3.2.2. Assessment of subsidiaries, subcontractors and suppliers |
|
|
103-3 – Evaluation of the management approach |
4.3.2.2. Assessment of subsidiaries, subcontractors and suppliers |
|
|
GRI 414: Supplier social assessment 2016 |
414-1 – New suppliers that were screened using social criteria |
4.3.2.2. Assessment of subsidiaries, subcontractors and suppliers |
|
414-2 – Negative social impacts in the supply chain and actions taken |
4.3.2.2. Assessment of subsidiaries, subcontractors and suppliers 4.3.2.3. Sustainable supplier management |
|
|
Product Quality and Safety |
|||
GRI 103: The management approach 2016 |
103-1 – Explanation of the material topic and its scope |
4.3.4.1. Policies |
|
103-2 – The management approach and its components |
4.3.4.1. Policies 4.3.4.4. Actions and assessment of their effectiveness |
|
|
103-3 – Evaluation of the management approach |
4.3.4.1. Policies 4.3.4.4. Actions and assessment of their effectiveness |
|
|
GRI 416: Consumer Health and Safety 2016 |
416-1 – Assessment of the health and safety impacts of product and service categories |
4.3.4.4. Actions and assessment of their effectiveness 4.3.4.5. Metrics and targets |
|
4.5.3.3.Cross-reference table of the Women’s Empowerment Principles
Women’s Empowerment Principles |
Chapter number |
---|---|
Principle 1: Establish high-level corporate leadership for gender equality. |
4.3.1.4. Actions and assessment of their effectiveness 4.3.1.5. Metrics and targets – Diversity |
Principle 2: Treat all women and men fairly at work – respect and support human rights and non-discrimination. |
4.3.1.4. Actions and assessment of their effectiveness 4.3.1.5. Metrics and targets – Diversity 4.3.1.1. Policies 4.4.1.2. Management of impacts, risks and opportunities 4.3.2.5. Vigilance plan |
Principle 3: Ensure the health, safety and well-being of all women and men employees. |
4.3.1.1. Policies 4.3.1.4. Actions and assessment of their effectiveness |
Principle 4: Promote education, training and professional development for women. |
4.3.1.4. Actions and assessment of their effectiveness 4.3.1.5. Metrics and targets – Diversity |
Principle 5: Implement enterprise development, supply chain and marketing practices that empower women. |
4.3.1.4. Actions and assessment of their effectiveness 4.3.1.5. Metrics and targets – Diversity |
Principle 6: Promote equality through community initiatives and advocacy. |
4.3.1.4. Actions and assessment of their effectiveness 4.3.1.5. Metrics and targets – Diversity |
Principle 7: Measure and publicly report on progress to achieve gender equality. |
4.3.1.4. Actions and assessment of their effectiveness 4.3.1.5. Metrics and targets – Diversity |
4.5.3.4.TCFD cross-reference table
Topics |
TCFD recommendation |
Chapter number |
---|---|---|
Governance |
a) Board of Directors’ approach to climate-related risks and opportunities. |
4.2.3.1. Strategy 4.2.3.2. Management of impacts, risks and opportunities |
b) Description of management’s role in assessing and managing climate-related risks and opportunities. |
4.2.3.2. Management of impacts, risks and opportunities |
|
Strategy |
a) Description of climate-related risks and opportunities over the short, medium and long term (respectively one to three years, three to five years and five to ten years). |
4.2.3.2. Management of impacts, risks and opportunities |
b) Description of the impact of climate-related risks and opportunities on the business model, strategy and financial planning. |
4.2.3.2. Management of impacts, risks and opportunities |
|
c) Description of the resilience of the organization’s strategy, taking into consideration different climate-related scenarios, including a 2°C scenario. |
4.2.3.2. Management of impacts, risks and opportunities |
|
Risk management |
a) Description of the process for identifying climate-related risks. |
4.2.3.2. Management of impacts, risks and opportunities |
b) Description of the processes for managing these risks. |
4.2.3.2. Management of impacts, risks and opportunities |
|
c) Description of how these processes are integrated into a more global risk management strategy. |
4.2.3.2. Management of impacts, risks and opportunities |
|
Indicators and targets |
a) Publication of indicators to assess climate-related risks and opportunities in line with the Company’s strategy and risk management. |
4.2.3.1. Strategy 4.2.3.5. Metrics and targets |
b) Disclosure of scopes 1 and 2 and, if appropriate, of scope 3 and related risks. |
4.2.3.1. Strategy 4.2.3.5. Metrics and targets |
|
c) Description of the objectives set by the Company to manage climate-related risks, opportunities and performance. |
4.2.3.1. Strategy 4.2.3.2. Management of impacts, risks and opportunities |
4.5.3.5.SASB cross-reference table – indicators for the transportation sector, automotive spare parts
Sustainability Disclosure Topics & Accounting Metrics
Information |
Accounting metric |
Category |
Unity of measure |
SASB Code |
Chapter number |
---|---|---|---|---|---|
Energy Management |
(1) Total energy consumed (2) Percentage of electricity from the grid (3) Percentage of renewable energy |
Quantitative |
Gigajoules (GJ), Percentage (%) |
TR-AP-130a.1 |
4.2.3.3. Climate actions and resources: scopes 1 & 2 4.2.3.4. Climate actions and resources: scope 3 4.2.3.5. Metrics and targets |
Sustainable management of waste |
(1) Total amount of waste from production (2) Percentage of hazardous waste (3) Percentage of waste recycled |
Quantitative |
Metric tons (t), Percentage (%) |
TR-AP-150a.1 |
4.2.7.2. Action: sustainable materials 4.2.7.3. Action: recyclability and repairability of products 4.2.7.4. Metrics and targets 4.5.2.1. Specificities related to the environmental reporting and methodologies for calculating CO2 and volatile organic compound emissions |
Product Safety |
Number of recalls issued, total units recalled |
Quantitative |
Number |
TR-AP-250a.1 |
4.3.4.1 Policies 4.3.4.5. Metrics and targets |
Design for Fuel Efficiency |
Sales from products designed to increase fuel efficiency and/or reduce emissions |
Quantitative |
Reporting currency |
TR-AP-410a.1 |
Introductory chapter |
Material Sourcing |
Description of the management of risks associated with the use of critical materials |
Discussion and Analysis |
n/a |
TR-AP-440a.1 |
4.3.2.2. Assessment of subsidiaries, subcontractors and suppliers 4.2.3.2. Management of impacts, risks and opportunities 4.2.7.2. Action: sustainable materials 4.2.7.3. Action: recyclability and repairability of products |
Materials efficiency |
Percentage of products sold that are recyclable |
Quantitative |
Percentage (%) |
TR-AP-440b.1 |
4.2.7.2. Action: sustainable materials 4.2.7.3. Action: recyclability and repairability of products 4.2.7.4. Metrics and targets |
Materials efficiency |
Percentage of input materials from recycled or remanufactured content |
Quantitative |
Percentage (%) |
TR-AP-440b.2 |
4.2.7.1. Strategy (Management of impacts, risks and opportunities) 4.2.7.2. Action: sustainable materials 4.2.7.3. Action: recyclability and repairability of products 4.2.7.4. Metrics and targets |
Competitive behavior |
Total amount of monetary losses as a result of legal proceedings associated with anticompetitive behavior regulations |
Quantitative |
Reporting currency |
TR-AP-520a-1 |
2.4.2. Contingent liabilities |
Activity Metrics |
Number of parts produced |
Quantitative |
Number |
TR-AP-000.A |
Introductory chapter |
Area of manufacturing plants |
Quantitative |
Square meters (m2) |
TR-AP-000.C |
Introductory chapter |
4.5.4.Information relating to the allocation of funds raised through the green bond issued by FORVIA SE
In 2021, the Group issued a €400 million green bond (XS2312733871) to help develop solutions for hydrogen mobility.
A full description of eligible projects can be found in the March 2021 Green Bond Framework available on the FORVIA investor page:
FORVIA presents here its report on the allocation of funds and the estimated impact linked to the inaugural green bond of April 2021.
Use of proceeds
FORVIA SE is committed to allocating funds from its green bond to finance investments in hydrogen projects. Projects eligible for green bond financing, as detailed in the Green Bond Framework, are:
- ■the development and production of hydrogen fuel cell systems for light and commercial vehicles and other applications: mainly through Symbio, its JV with Michelin and Stellantis;
- ■the development and production of hydrogen tank systems aimed at developing:
- ■high pressure storage tanks and auxiliary devices,
- ■new industrial processes to accelerate production,
- ■innovative materials and smart tanks with incorporated IoT sensors improving safety, sustainability and recyclability.
The Green Bond Framework provides that the funds will be able to finance eligible projects, which have not already been financed by a green bond issue, within three years before the issuance of the green bond (look-back clause).
Likewise, the funds can be used to acquire an activity or technology directly associated with hydrogen mobility.
Reporting
Allocation Report
The funds raised in April 2021 for an amount of 400 million euros following the issuance of the first green bond issued by FORVIA SE were allocated to the tune of 400 million euros, the allocation is therefore 100% to December 31, 2023. Projects that were funded by proceeds from the April 2021 Green Bond and that meet the conditions of the Green Bond Framework are listed in the following table:
Projects |
Amount allocated in 2023 |
Amount allocated in 2022 |
Amount allocated in 2021 |
Look-back before 2021 |
Total |
---|---|---|---|---|---|
Symbio (financing Capex and R&D + acquisition) |
0 |
37.9 |
34.2 |
111.5 |
183.6 |
Capex (and acquisition) Tanks |
0 |
20.4 |
14.7 |
23.4 |
58.5 |
R&D Tanks |
23.2 |
55.7 |
37.6 |
41.4 |
157.9 |
Total |
23.2 |
114 |
86.5 |
176.3 |
400 |
The FORVIA legal entity bringing together the hydrogen tank activities participates in centralized cash pooling at the level of FORVIA SE and automatically received the green bond funds via cash pooling.
The allocation to Symbio was made via funds provided by FORVIA as shareholder to finance capex and R&D as described above.
Impact report
Based on a projection to 2030, the projects should help avoid emitting greenhouse gases to the tune of 18.7 million tonnes of CO2
- ■The scope considered covers hydrogen vehicles (FCEV) in the segments of light vehicles (LV), light commercial vehicles (LCV) and heavy commercial vehicles (CV) sold in 2030. The volumes of FCEV vehicles sold in 2030 are the volumes of the 2023 Strategic Plan.
- ■The methodology for calculating emissions avoided per vehicle is based on a comparison between the life cycle analysis (LCA) of the CO2 emissions of a hydrogen vehicle with that of a diesel vehicle sold in 2030 that it replaces (analysis Ricardo)
- ■Project life cycle analysis (LCA) of CO2 emissions = CO2 emissions linked to vehicle production, energy production, CO2 emissions during use, maintenance, and end of life
- ■The avoided emissions are calculated for FORVIA and Symbio in proportion to the economic value of their technology (fuel cell for Symbio, Hydrogen storage for Forvia) compared to the value of the fuel cell traction chain of the vehicle (which also contains battery, converter, electric motor).
- ■Since Symbio is 33% owned by FORVIA, Symbio's contribution is considered at 33%.
- ■Hydrogen production is 50% ensured by electrolysis (half coming from the grid and half coming from green electricity) and 50% blue hydrogen (SMR process with CCUS CO2 capture).
|
Segment |
||
---|---|---|---|
Light |
Light commercial vehicles (LCV) |
Heavy commercial vehicles (CV) |
|
#veh.sold by FORVIA in 2030 (kveh) |
25 |
24 |
55 |
#veh.sold by Symbio in 2030 (kveh) |
52 |
168 |
15 |
% FCEV powertain value FORVIA |
20% |
31% |
25% |
% FCEV powertain value Symbio |
66% |
42% |
29% |
Average LCA CO2 emissions for diesel vehicles sold in 2030 (gCO2/km for LV and LCV, GCO2/tkm for CV) |
197 |
335 |
142 |
Average LCA CO2 emissions for fuel Cell vehicles sold in 2030 (gCO2/km for LV and LCV, gCO2/tkm for CV) |
20 |
34 |
10 |
Lifetime mileage (million km for LV, million tkm for CV) |
0.225 |
0.225 |
8 |
Avoided CO2 emissions calculated by comparing hydrogen vehicles (FECV) equipped by FORVIA and Symbio to the vehicles they replace sold in 2030-MtCO2
Limited Assurance Report from one of the Statutory Auditors on a selection of information published in the universal registration document for the green bonds issue
This is a free translation into English of the Limited Assurance Report from one of the Statutory Auditors issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
In our capacity as statutory auditor of Forvia (hereinafter the “Company”), and in accordance with your request, we have undertaken a limited assurance engagement on a selection of information as of December 31, 2023 (hereinafter the "Information"), presented in the Company’s universal registration document (section 4.5) and prepared in accordance with the Green Bond Framework (hereinafter the "Framework"), attached to this report and as set forth in the Second Party Opinion issued by the non-financial rating agency ISS ESG.
Our assurance does not extend to information in respect of earlier and later periods or to any other information, notably the qualitative information included in Forvia’s Non-Financial Statement.
Conclusion
Based on the procedures we have performed as described under the section “Summary of the work we performed” and the evidence we have obtained, nothing has come to our attention that causes us to believe that the Information is not prepared, in all material respects, in accordance with the Framework.
Understanding how the Company has prepared the Information
The absence of a commonly used generally accepted reporting framework or a significant body of established practice on which to draw to evaluate and measure information allows for different, but acceptable, measurement techniques that can affect comparability between entities and over time. Consequently, the Information needs to be read and understood together with the Framework attached to this report.
Responsibilities of Management
- ■Establishing a suitable Framework for preparing the Information;
- ■Preparation of the Information in compliance with the Framework;
- ■Designing, implementing and maintaining internal control over information relevant to the preparation of the Information that is free from material misstatement, whether due to fraud or error.
Statutory Auditor’s Responsibilities
- ■Planning and performing the engagement to obtain limited assurance about whether the Information is free from material misstatement, whether due to fraud or error;
- ■Forming an independent conclusion, based on the procedures we have performed and the evidence we have obtained; and
- ■Reporting our conclusion to the Directors of the Company.
As we are engaged to form an independent conclusion on the Information as prepared by management, we are not permitted to be involved in the preparation of the Information as doing so may compromise our independence.
- ■Challenging the eligibility criteria and the Framework reviewed by the extra-financial rating agency ISS ESG;
- ■The use of funds allocated to eligible projects after their allocation;
- ■The impact of eligible projects in the effort against greenhouse gas emissions.
Professional Standards Applied
We performed a limited assurance engagement in accordance with the professional guidance of the French Institute of Staturory Auditors ("CNCC”) applicable to such engagements and International Standard on Assurance Engagements 3000 (Revised) Assurance Engagements other than Audits or Reviews of Historical Financial Information, issued by the International Auditing and Assurance Standards Board.
Our Independance and Quality Control
We have complied with the independence and other ethical requirements of the French Code of Ethics for Statutory Auditors (Code de Déontologie) as well as the provisions set forth in Articles L.821-27 to L.821-34 of the French Commercial Code (Code de Commerce) and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants, which is based on the fundamental principles of integrity, objectivity, professional competence and confidentiality diligence and professional conduct.
In addition, our firm applies International Standard on Quality Control 1 and accordingly we have implemented a system of quality control including documented policies and procedures regarding compliance with applicable legal and regulatory requirements, the ethical requirements and professional standards.
Our work was carried out by an independent and multidisciplinary team with experience in sustainability reporting and assurance. We remain solely responsible for our assurance conclusion.
Summary of the Work we Performed
We are required to plan and perform our work to address the areas where we have identified that a material misstatement of the Information is likely to arise. The procedures we performed were based on our professional judgment. In carrying out our limited assurance engagement on the Information, we:
- ■Obtained an understanding of the procedures implemented by the Company for producing the Information by inquiries of management;
- ■Assessed the compliance, in all significant aspects, of eligible projects with the eligibility criteria of the Framework;
- ■Verified the amount of funds collected and their allocation to eligible projects as presented in the Information attached to our report;
- ■Verified the consistency of the amounts allocated to eligible projects with the accounting records and the data underlying the accounting.
The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement both in terms of the risk assessment procedures, including the understanding of internal control, and the procedures performed in response to the risk assessment. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement.
https://www.faurecia.com/sites/groupe/files/newgroupe/pararelateddocs/FAU-C-LSG-2400%20Code%20Of%20Ethics%20EN.pdf
5Capital stock and
shareholding structure
- 5.1. Shareholding structure
- 5.2. Capital stock
- 5.3. Transactions carried out by the Company in its own shares
- 5.4. Share price
- 5.5. Relations with the financial community
5.1.Shareholding structure
5.1.1.Changes in capital stock
As of December 31, 2023, the Company’s capital stock amounted to €1,379,625,380, divided into 197,089,340 fully paid-up shares with a par value of €7 each, all in the same class.
The total number of double voting rights existing within the Company represents less than 7% of the total number of voting rights as of December 31, 2023.
The breakdown of FORVIA’s capital stock and voting rights as of December 31, 2023 and over the last three fiscal years is as follows:
|
Number |
% capital |
Theoretical voting rights(4) |
% theoretical voting rights |
Exercisable voting rights(5) |
% exercisable voting rights |
---|---|---|---|---|---|---|
Major shareholders(1) |
|
|
|
|
|
|
HELLA Family Pool |
17,959,574 |
9.11 |
17,959,574 |
8.51 |
17,959,574 |
8.51 |
Franklin Resources, Inc.(2) |
15,859,175 |
8.05 |
15,859,175 |
7.51 |
15,859,175 |
7.51 |
Exor |
9,948,904 |
5.05 |
9,948,904 |
4.71 |
9,948,904 |
4.71 |
PEUGEOT 1810 |
6,110,494 |
3.10 |
10,810,874 |
5.12 |
10,810,874 |
5.12 |
Bpifrance Participations |
4,266,020 |
2.16 |
7,547,574 |
3.58 |
7,547,574 |
3.58 |
Dongfeng |
3,880,379 |
1.97 |
6,865,288 |
3.27 |
6,865,288 |
3.25 |
Sub total |
58,024,546 |
29.44 |
68,991,389 |
32.69 |
68,991,389 |
32.69 |
Company shareholding |
|
|
|
|
|
|
Corporate officers(3) |
173,494 |
0.09 |
297,761 |
0.14 |
297,761 |
0.14 |
Employee shareholding (including FCP Faur’ESO)(4) |
3,578, 896 |
1.82 |
4,869,906 |
2.31 |
4,869,906 |
2.31 |
Treasury stock |
5,091 |
0.00 |
5,091 |
0.00 |
0.00 |
0.00 |
o/w liquidity contract |
- |
- |
- |
- |
- |
- |
Sub total |
3,757,481 |
1.91 |
5,172,758 |
2.45 |
5,167,667 |
2.45 |
Floating shareholding |
|
|
|
|
|
|
Other shareholders (registered and bearer) |
135,307,313 |
68.65 |
136,902,872 |
64.86 |
136,902,872 |
64.86 |
Total |
197,089,340 |
100.00 |
211,067,019 |
100.00 |
211,061,928 |
100.00 |
|
|
Situation at |
Situation at |
Situation at |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Number of shares |
% capital stock |
Theore- |
% theore- |
% of voting rights exerc- |
Number of shares |
% capital stock |
% theore- |
Number of shares |
% capital stock |
% theore- |
|
Major shareholders(1) |
|
|
|
|
|
|
|
|
|
|
|
Stellantis(2) |
- |
- |
- |
- |
- |
- |
- |
- |
1,166,434 |
0.85 |
0.83 |
HELLA Family Pool |
17,959,574 |
9.11 |
17,959,574 |
8.51 |
8.51 |
18,162,790 |
8.95 |
8.93 |
- |
- |
- |
Franklin Resources, Inc.(3) |
15,859,175 |
8.05 |
15,859,175 |
7.51 |
7.51 |
|
|
|
|
|
|
Exor |
9,948,904 |
5.05 |
9,948,904 |
4.74 |
4.74 |
9,948,904 |
5.05 |
4.98 |
7,653,004 |
5.54 |
5.47 |
PEUGEOT 1810(4) |
6,110,494 |
3.10 |
10,810,874 |
5.12 |
5.12 |
6,110,494 |
3.10 |
3.31 |
4,700,380 |
3.41 |
3.36 |
Bpifrance Participations |
4,266,020 |
2.16 |
7,547,574 |
3.58 |
3.58 |
4,266,020 |
2.16 |
2.13 |
3,281,554 |
2.38 |
2.35 |
Dongfeng |
3,880,379 |
1.97 |
6,865,288 |
3.25 |
3.25 |
3,880,379 |
1.97 |
1.94 |
2,984,909 |
2.16 |
2.13 |
Sub total |
58,024,546 |
29.44 |
68,991,389 |
32.69 |
32.69 |
42,368,587 |
21.23 |
21.29 |
19,786,281 |
14.33 |
14.14 |
Company shareholding |
|
|
|
|
|
|
|
|
|
|
|
Corporate officers(5) |
173,494 |
0.09 |
297,761 |
0.14 |
0.14 |
368,389 |
0.19 |
0.23 |
125,767 |
0.09 |
0.12 |
Employee shareholding (including FCP Faur’ESO)(6) |
3,578,896 |
1.82 |
4,869,906 |
2.31 |
2.31 |
3,752,754 |
1.90 |
2.21 |
3,765,155 |
2.73 |
2.97 |
Treasury stock |
5,091 |
0.00 |
5,091 |
0.00 |
0.00 |
147,093 |
0.07 |
0.07 |
84,171 |
0.06 |
0.06 |
o/w liquidity contract |
- |
- |
- |
- |
- |
70,000 |
0.04 |
0.04 |
- |
- |
- |
Sub total |
3,757,481 |
1.91 |
5,172,758 |
2.45 |
2.45 |
4,268,236 |
2.17 |
2.51 |
3,975,093 |
2.88 |
3.15 |
Floating shareholding |
|
|
|
|
|
|
|
|
|
|
|
Other shareholders (registered and bearer) |
135,307,313 |
68.65 |
136,902,872 |
64.86 |
64.86 |
150,452,517 |
76.60 |
76.20 |
114,274,427 |
82.79 |
82.70 |
Total |
197,089,340 |
100 |
211,067,019 |
100 |
100 |
197,089,340 |
100 |
100 |
138,035,801 |
100 |
100 |
|
5.1.2.Crossing of legal thresholds
The following disclosures regarding crossing of legal thresholds have been made since the beginning of the 2023 fiscal year and until the date of this Universal Registration Document. It is reminded that, in accordance with applicable regulations on the crossing of thresholds, the investment thresholds related to voting rights are calculated on the basis of theoretical voting rights. Information provided below is based on thresholds crossing notices published by the Autorité des Marchés Financiers (AMF).
Shareholder's name |
N° and date of AMF publication |
Date of the crossing |
Threshold crossosed |
Updowns / downwards |
Number of shares/ voting rights (depending on threresholds crossed) afterwards |
% capital stock afterwards |
% theoretical voting rights afterwards |
---|---|---|---|---|---|---|---|
Peugeot 1810 |
224C0242 / February 12, 2024 |
February 5, 2024 |
5% of voting rights |
Downward |
10,810,874 voting rights |
3.10% |
4.82% |
Templeton Global Advisors Limited(1) |
223C2017 / December 8, 2023 |
December 6, 2023 |
5% of voting rights |
Upward |
10 ,871,689 voting rights |
5.52% |
5.15% |
Templeton Global Advisors Limited(1) |
223C1993 / December 6, 2023 |
December 4, 2023 |
5% of capital stock |
Upward |
10,050,719 |
5.10% |
4.76% |
Peugeot 1810 |
223C1936 / November 28, 2023 |
November 26, 2023 |
5% of voting rights |
Upward |
10, 810,874 voting rights |
3.10% |
5.12% |
Franklin Resources, Inc.(1) |
223C1933 / November 28, 2023 |
November 22, 2023 |
5% of capital stock and voting rights |
Downward |
0 share / 0 voting rights |
0.00% |
0.00% |
Peugeot 1810 |
223C0559 / April 11, 2023 |
April 6, 2023 |
5% of voting rights |
Downward |
10,438,874 voting rights |
3.10% |
4.97 % |
Peugeot 1810 |
223C0490 / March 24, 2023 |
March 22, 2023 |
5% of voting rights |
Upward |
10,438,874 voting rights |
3.10% |
5.12% |
Franklin Resources, Inc.(1) |
223C0477 / March 22, 2023 |
March 16, 2023 |
5% of capital stock and voting rights |
Upward |
10,222,857 shares representing same voting rights |
5.19% |
5.11% |
|
To the Company's knowledge, at the date of publication of this Universal Registration Document, no other threshold crossing has been made.
5.1.3.Shareholdings of shareholders representing more than 5% of the capital stock or voting rights
To the Company’s knowledge, with the exception of the HELLA Family Pool, Exor NV and Franklin Resources, Inc. company (together with its affiliates), no ather shareholder holds, directly or indirectly, alone or in concert, more than 5% of the Company’s capital or voting rights, as of December 31, 2023.
It should be noted that, as of the date of the Universal Registration Document, and to the Company's knowledge, there has been no significant change in the shareholding base since the end of the fiscal year.
In accordance with applicable regulations, the Company is entitled to request at any time, either from the central custodian that maintains the issuance account for its securities or directly from one or more registered intermediaries, information on the holders of securities conferring immediate or future voting rights at its own General Meetings, such as the identity of the holder, nationality, year of birth or establishment, the postal and, where applicable, electronic address, the number of securities held by each of them and the type of holding of these securities, the date on which they began to be held as well as, where applicable, any restrictions that may apply to the securities.
5.2.Capital stock
5.2.1.Authorized capital stock
The table below summarizes the financial authorizations and delegations for capital increases and cancellations of shares granted by the General Meeting held on May 30, 2023, as well as the use made of them during the 2023 fiscal year and since the beginning of the 2024 fiscal year up to the date of this Universal Registration Document.
Type of authorization/delegation |
|
Maximum amount/nominal value |
Term |
Utilization |
---|---|---|---|---|
Resolution no. 16 Delegation of authority to be granted to the Board of Directors to issue shares and/or securities giving access, immediately or in the future, to the share capital of the Company and/or of a Subsidiary, with preferential subscription rights (suspension during tender offer periods) |
|
|
26 months |
No |
Resolution no. 17 Delegation of authority to be granted to the Board of Directors to issue shares and/or securities giving access, immediately or in the future, to the share capital of the Company and/or a Subsidiary, without preferential subscription rights through a public offering (excluding offers referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code) and/or as compensation for securities as part of a public exchange offer (suspension during tender offer periods) |
|
|
26 months |
No |
Resolution no. 18 Delegation of authority to be granted to the Board of Directors to issue shares and/or securities giving access, immediately or in the future, to the share capital of the Company and/or a Subsidiary, without preferential subscription rights through an offer exclusively targeting a restricted circle of investors acting for their own account or qualified investors (suspension during tender offer periods) |
|
|
26 months |
No |
Resolution no. 19 Authorization to increase the amount of issues provided for in Resolutions no. 16, no. 17 and no. 18 (suspension during tender offer periods) |
|
|
26 months |
No |
Resolution no. 20 Delegation to be granted to the Board of Directors to issue shares and/or securities giving access, immediately or in the future, to the share capital of the Company, without preferential subscription rights, in order to remunerate contributions in kind to the Company (suspension during tender offer periods) |
|
|
26 months |
No |
Resolution no. 21 Delegation of authority to be granted to the Board of Directors to increase the Company's share capital by incorporation of reserves, profits, premiums or other amounts whose capitalization would be allowed (suspension during a public tender offer period) |
|
|
26 months |
No |
Resolution no. 22 Authorization to be granted to the Board of Directors to grant, for free, existing shares and/or shares to be issued to employees and/or certain corporate officers of the Company or of affiliated companies or economic interest groups, with waiver by the shareholders of their preferential subscription rights |
|
|
26 months |
Authorization used by the Board of Directors on July 26, 2023 in a maximum amount of 2,116,540 shares for the implementation of plan no. 15 |
Resolution no. 23 Delegation of authority to be granted to the Board of Directors for the purpose of increasing the share capital through the issue of shares and/or securities giving access to the share capital, with removal of preferential subscription rights for the benefit of members of a company or group savings plan |
|
|
26 months |
No |
Resolution no. 24 Delegation of authority to be granted to the Board of Directors for the purpose of carrying out share capital increases, with removal of preferential subscription rights in favor of a category of beneficiaries |
|
|
18 months |
No |
Resolution no. 25 Authorization to be granted to the Board of Directors for the purpose of reducing the capital stock by cancellation of shares |
|
|
26 months |
No |
5.2.2.Potential capital stock
As of December 31, 2023, the potential capital stock was comprised only of performance shares(1).
The Company’s policy on the allocation of performance shares, which aims to benefit the Chief Executive Officer, the members of the Executive Committee, as well as the Group Leadership Committee comprising 267 members at December 31, 2023, is described in the Chief Executive Officer’s compensation policy (Chapter 3, “Corporate governance”, Section 3.3.4.1.3 “Compensation policy for the Chief Executive Officer” of this Universal Registration Document).
Performance share plans
Internal conditions
External condition (net earnings per share)
The charts above summarize the current performance share plans (or those expired) during the fiscal year ended December 31, 2023.
In view of the decision of the Board of Directors on July 22, 2022 to adjust the rights to free shares subject to performance conditions not yet vested (as a result of the capital increase carried out by the Company in June 2022), the number of shares of Plans 11, 12, 13 and ESPI were multiplied by 1.0788.
It is reminded that, for information purposes and to allow a consolidated reading of the data on the performance conditions selected and their rate of achievement, the definitive vesting of the performance shares is subject to fulfilment of the following performance conditions:
- ■an internal performance condition related to the Group net income after tax, before taking into account capital gains from disposal of assets and changes in the Group's structure. This internal condition is measured by comparing the net income for the third fiscal year ending after the grant date of the performance shares with that forecast for the same fiscal year in the strategic plan. The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the targets set, with a range around the target (minimum, target, maximum)(2);
- ■an internal condition on corporate social and environmental responsibility (CSR) related to gender equality, and more precisely the percentage of women within the “Managers & Professionals” (“management”) category of the Faurecia group for the third fiscal year ending after the date on which the performance shares are granted, compared to the targets set by the Board of Directors. The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets, with a range around the target (minimum, target, maximum);
- ■an external performance condition, i.e., growth of the Company’s net earnings per share assessed between the last fiscal year before the grant date of the shares and the third fiscal year ended after the grant date of the shares. This condition is assessed against the weighted growth of a reference group made up of 12 comparable international automotive suppliers over the same period. The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets (minimum, target, maximum) according to the methods described below:
- ■minimum: (i) if the weighted growth in net earnings per share of the reference group is less than or equal to - 20%, i.e. negative, the external condition is achieved as a minimum if the growth in Forvia's net earnings per share is equal to 125% of this weighted growth; (ii) if the weighted growth in net earnings per share of the reference group is between - 20% and + 20%, the external condition is achieved as a minimum if the growth in Forvia's net earnings per share is less than 5% of this weighted growth; (iii) if the weighted growth in net earnings per share of the reference group is greater than or equal to + 20%, i.e. positive, the external condition is achieved as a minimum if the growth in Forvia's net earnings per share is equal to 75% of this weighted growth;
- ■target: if the reference group’s weighted growth in net earnings per share is in line with the growth in Forvia’s net earnings per share, the target external condition is fulfilled;
- ■maximum: (i) if the weighted growth in net earnings per share of the reference group is less than or equal to - 20%, i.e. negative, the external condition is achieved at the maximum if the growth in Forvia's net earnings per share is greater or equal to 75% of this weighted growth; (ii) if the weighted growth of the net earnings per share of the reference group is between - 20% and + 20%, the external condition is achieved at the maximum if the growth of Forvia’s net earnings per share is greater than or equal to 5% of this weighted growth; (iii) if the weighted growth in net earnings per share of the reference group is greater than or equal to + 20%, i.e. positive, the external condition is achieved at the maximum if the growth in Forvia's net earnings per share is greater than or equal to 125% of this weighted growth.
Depending on the achievement of the performance conditions, the definitive allocation of shares is carried out as follows:
- ■50% of the number of shares expressed at target provided the minimum objective threshold of the performance condition is reached;
- ■100% of the number of shares expressed at target provided the target objective threshold of the performance condition is reached;
- ■130% of the number of shares expressed at target provided the maximum objective threshold of the performance condition is reached;
- ■between these thresholds, the progression is linear.
The performance conditions applicable to the Chief Executive Officer for Plan 14 are the same as for plans no. 12 and no. 13 (see chapter 3.3.4.1.3 of the 2022 Universal Registration Document):
- ■an internal condition related to the Group net income after tax, before taking into account capital gains from disposal of assets and changes in scope. This internal condition is measured by comparing the net income for the third fiscal year ending after the grant date of the performance shares with that forecast for the same fiscal year in the strategic plan. The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the targets set, with a range around the target (minimum, target, maximum);
- ■an internal condition on CSR related to gender equality, and more precisely the percentage of women within the “Managers & Professionals” (“management”) category of Faurecia for the third fiscal year ending after the date on which the performance shares are granted, compared to the targets set by the Board of Directors. The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the targets set, with a range around the target (minimum, target, maximum);
- ■an external performance condition, i.e., growth of the Company’s net earnings per share assessed between the last fiscal year before the grant date of the shares and the third fiscal year ended after the grant date of the shares. The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets (minimum, target, maximum) according to the methods described below:
- ■minimum: (i) if the weighted growth in net earnings per share of the reference group is less than or equal to - 20%, i.e. negative, the external condition is achieved as a minimum if the growth in Forvia's net earnings per share is equal to 125% of this weighted growth; (ii) if the weighted growth in net earnings per share of the reference group is between - 20% and + 20%, the external condition is achieved as a minimum if the growth in Forvia's net earnings per share is less than 5% of this weighted growth; (iii) if the weighted growth in net earnings per share of the reference group is greater than or equal to + 20%, i.e. positive, the external condition is achieved as a minimum if the growth in Forvia's net earnings per share is equal to 75% of this weighted growth,
- ■target: if the reference group’s weighted growth in net earnings per share is in line with the growth in Forvia’s net earnings per share, the target external condition is fulfilled,
- ■maximum: (i) if the weighted growth in net earnings per share of the reference group is less than or equal to - 20%, i.e. negative, the external condition is achieved at the maximum if the growth in Forvia's net earnings per share is greater or equal to 75% of this weighted growth; (ii) if the weighted growth of the net earnings per share of the reference group is between - 20% and + 20%, the external condition is achieved at the maximum if the growth of Forvia’s net earnings per share is greater than or equal to 5% of this weighted growth; (iii) if the weighted growth in net earnings per share of the reference group is greater than or equal to + 20%, i.e. positive, the external condition is achieved at the maximum if the growth in Forvia's net earnings per share is greater than or equal to 125% of this weighted growth.
For the other beneficiaries excluding the Chief Executive Officer, the nature and number of performance conditions have been adapted in order to support the Group’s strategy and in particular the objective of carbon neutrality by 2025. The performance conditions are as follows:
- ■an internal criterion relating to the Group’s Operating Income (including the Company and the companies belonging to the scope of consolidation) for the fiscal year ended December 31, 2024 (the “Internal Operating Income Criterion”). The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets, with a range around the target (minimum, target, maximum);
- ■an internal criterion relating to the Net Cash Flow of the Group (including the Company and the companies belonging to the scope of consolidation) for the fiscal year ended December 31, 2024 (the “Internal Net Cash Flow Criterion”). The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets, with a range around the target (minimum, target, maximum);
- ■an internal condition on CSR related to gender equality, and more precisely the percentage of women within the “Managers & Professionals” (“management”) category of the Faurecia group for the third fiscal year ending after the date on which the performance shares are granted, compared to the targets set by the Board of Directors. The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets, with a range around the target (minimum, target, maximum);
- ■an internal CSR criterion relating to the reduction of CO2 emissions and aimed at the Group’s carbon neutrality objective (the “Internal CSR Criterion Reduction of CO2 Emissions”). Reduction in CO2 emissions means the reduction compared to the baseline on December 31, 2019, for the Group scope. The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets, with a range around the target (minimum, target, maximum);
- ■an external performance condition, i.e., growth of the Company’s net earnings per share assessed between the last fiscal year before the grant date of the shares and the third fiscal year ended after the grant date of the shares. The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets (minimum, target, maximum) according to the methods described below:
- ■minimum: (i) if the weighted growth in net earnings per share of the reference group is less than or equal to - 20%, i.e. negative, the external condition is achieved as a minimum if the growth in Forvia's net earnings per share is equal to 125% of this weighted growth; (ii) if the weighted growth in net earnings per share of the reference group is between - 20% and + 20%, the external condition is achieved as a minimum if the growth in Forvia's net earnings per share is less than 5% of this weighted growth; (iii) if the weighted growth in net earnings per share of the reference group is greater than or equal to + 20%, i.e. positive, the external condition is achieved as a minimum if the growth in Forvia's net earnings per share is equal to 75% of this weighted growth,
- ■target: if the reference group’s weighted growth in net earnings per share is in line with the growth in Forvia’s net earnings per share, the target external condition is fulfilled,
- ■maximum: (i) if the weighted growth in net earnings per share of the reference group is less than or equal to - 20%, i.e. negative, the external condition is achieved at the maximum if the growth in Forvia's net earnings per share is greater or equal to 75% of this weighted growth; (ii) if the weighted growth of the net earnings per share of the reference group is between - 20% and + 20%, the external condition is achieved at the maximum if the growth of Forvia’s net earnings per share is greater than or equal to 5% of this weighted growth; (iii) if the weighted growth in net earnings per share of the reference group is greater than or equal to + 20%, i.e. positive, the external condition is achieved at the maximum if the growth in Forvia's net earnings per share is greater than or equal to 125% of this weighted growth.
In a context of high uncertainty regarding automotive production volumes, the Board of Directors, on the recommendation of the Compensation Committee, has the option of adapting the performance conditions by means of an adjustment mechanism for the internal financial criteria targets, in the event of significant variances in global automotive production volumes compared to the Company’s strategic plan for the year in question, as follows:
- ■net income: in the event of a significant variance in global automotive production volumes compared to the Company’s strategic plan, the target would be adjusted downward or upward for each variance of one million vehicles produced. The minimum and maximum of the achievement of the criterion would therefore be adjusted upwards or downwards by the same value in millions of euros;
- ■operating income: in the event of a significant variance in global automotive production volumes compared to the Company’s strategic plan, the target would be adjusted downward or upward for each variance of one million vehicles produced. The minimum and maximum of the achievement of the criterion would therefore be adjusted upwards or downwards by the same value in millions of euros;
- ■net cash flow: in the event of a significant variance in global automotive production volumes compared to the Company’s strategic plan, the target would be adjusted downward or upward for each variance of one million vehicles produced. The minimum and maximum of the achievement of the criterion would therefore be adjusted upwards or downwards by the same value in millions of euros.
Depending on the achievement of the performance conditions, the definitive allocation of shares is carried out as follows:
- ■50% of the number of shares expressed at target provided the minimum objective threshold of the performance condition is reached;
- ■100% of the number of shares expressed at target provided the target objective threshold of the performance condition is reached;
- ■130% of the number of shares expressed at target provided the maximum objective threshold of the performance condition is reached.
- ■an internal criterion relating to the Group’s Operating Income (including the Company and the companies belonging to the scope of consolidation) for the fiscal year ended December 31, 2025 (the “Internal Operating Income Criterion”). The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets, with a range around the target (minimum, target, maximum);
- ■an internal criterion relating to the Net Cash Flow of the Group (including the Company and the companies belonging to the scope of consolidation) for the fiscal year ended December 31, 2025 (the “Internal Net Cash Flow Criterion”). The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets, with a range around the target (minimum, target, maximum);
- ■an internal condition on CSR related to gender equality, and more precisely the percentage of women within the “Managers & Professionals” (“management”) category of the Faurecia group for the third fiscal year ending after the date on which the performance shares are granted, compared to the targets set by the Board of Directors. The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets, with a range around the target (minimum, target, maximum);
- ■an internal CSR criterion relating to the reduction of CO2 emissions and aimed at the Group’s carbon neutrality objective (the “Internal CSR Criterion Reduction of CO2 Emissions”). Reduction in CO2 emissions means the reduction compared to the baseline on December 31, 2019, for the Faurecia group. The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets, with a range around the target (minimum, target, maximum);
- ■an external performance condition, i.e., growth of the Company’s net earnings per share assessed between the last fiscal year before the grant date of the shares and the third fiscal year ended after the grant date of the shares. The number of shares that will be definitively granted in respect of this criterion varies according to achievement of the set targets (minimum, target, maximum) according to the methods described below:
- ■minimum: (i) if the weighted growth in net earnings per share of the reference group is less than or equal to - 20%, i.e. negative, the external condition is achieved as a minimum if the growth in Forvia's net earnings per share is equal to 125% of this weighted growth; (ii) if the weighted growth in net earnings per share of the reference group is between - 20% and + 20%, the external condition is achieved as a minimum if the growth in Forvia's net earnings per share is less than 5% of this weighted growth; (iii) if the weighted growth in net earnings per share of the reference group is greater than or equal to + 20%, i.e. positive, the external condition is achieved as a minimum if the growth in Forvia's net earnings per share is equal to 75% of this weighted growth,
- ■target: if the reference group’s weighted growth in net earnings per share is in line with the growth in Forvia’s net earnings per share, the target external condition is fulfilled,
- ■maximum: (i) if the weighted growth in net earnings per share of the reference group is less than or equal to - 20%, i.e. negative, the external condition is achieved at the maximum if the growth in Forvia's net earnings per share is greater or equal to 75% of this weighted growth; (ii) if the weighted growth of the net earnings per share of the reference group is between - 20% and + 20%, the external condition is achieved at the maximum if the growth of Forvia’s net earnings per share is greater than or equal to 5% of this weighted growth; (iii) if the weighted growth in net earnings per share of the reference group is greater than or equal to + 20%, i.e. positive, the external condition is achieved at the maximum if the growth in Forvia's net earnings per share is greater than or equal to 125% of this weighted growth.
In a context of high uncertainty regarding automotive production volumes, the Board of Directors, on the recommendation of the Compensation Committee, has the option of adapting the performance conditions by means of an automatic adjustment mechanism for the internal financial criteria targets, in the event of significant variances in global automotive production volumes compared to the Company’s strategic plan for the year in question, as follows:
- ■operating income: in the event of a significant variance in global automotive production volumes compared to the Company’s strategic plan, the target would be adjusted downward or upward for each variance of one million vehicles produced. The minimum and maximum of the achievement of the criterion would therefore be adjusted upwards or downwards by the same value in millions of euros;
- ■net cash flow: in the event of a significant variance in global automotive production volumes compared to the Company’s strategic plan, the target would be adjusted downward or upward for each variance of one million vehicles produced. The minimum and maximum of the achievement of the criterion would therefore be adjusted upwards or downwards by the same value in millions of euros.
Depending on the achievement of the performance conditions, the definitive allocation of shares is carried out as follows:
- ■50% of the number of shares expressed at target provided the minimum objective threshold of the performance condition is reached;
- ■100% of the number of shares expressed at target provided the target objective threshold of the performance condition is reached;
- ■130% of the number of shares expressed at target provided the maximum objective threshold of the performance condition is reached.
Single Executive Super Performance Initiative (ESPI) plan
An external relative Total Shareholder Return (TSR) condition, i.e. Forvia’s TSR compared to the TSR for the same period of a reference group made up of 12 comparable global automotive suppliers (the “Relative TSR”). This Relative TSR condition is assessed as follows:
- ■an annual assessment of the Relative TSR (the “Annual Relative TSR”)(3), with a level of achievement recorded each year over a period of five years, giving rise to a maximum annual partial vesting of 20%. The total amount of the definitive allocation in respect of the Relative Annual TSR will be equal to the sum of the five years of partial vesting;
- ■an assessment of the average relative TSR at the end of the reference period of five years (the “Average Relative Five Year TSR”), not giving rise to any partial vesting, the achievement level being calculated at the end of the reference period of five years and taking into account all of the Relative Annual TSRs for the period - this valuation method only applies to the Chief Executive Officer.
The percentage of the vesting, whether partial under the Relative Annual TSR (therefore for year N) or under the Average Relative Five-Year TSR, is determined by measuring the position of the percentile of Forvia’s TSR relative to that of the reference group for the same period:
- ■if the TSR performance of Forvia is strictly below the 50th percentile: 0%;
- ■if the TSR performance of Forvia is on the 50th percentile (trigger threshold): 50%;
- ■if the TSR performance is higher than or equal to the 75th percentile (target): 100%.
Detailed history of performance share plans(4)
Information on performance shares grant |
Plan no. 11 of October 9, 2019 (1) (2) (3) |
Plan no. 12 of October 22, 2020 (1) (4) |
---|---|---|
GM date |
May 28, 2019 |
June 26, 2020 |
Board of Directors date |
October 9, 2019 |
October 22, 2020 |
Total number of shares allocated during the relevant fiscal year by threshold, of which:
Corporate officers Michel de ROSEN Patrick KOLLER |
Min.: 439,930 Target: 881,930 Max.: 1,147,260
0 Min.: 21,620 Target: 43,250 Max.: 56,220 |
Min.: 531,220 Target: 1,064,670 Max.: 1,384,630
0 Min.: 23,510 Target: 47,030 Max.: 61,140 |
Number of beneficiaries |
274 |
282 |
Vesting date |
October 9, 2023 |
October 22, 2024 |
Availability date |
October 9, 2023 |
October 22, 2024 |
Performance conditions |
Internal condition on Group net income (after tax) (weighting of 60%), with a required achievement rate between 90% and 110%, the target being 100%(5)
Internal CSR condition related to gender equality (weighting of 10%) with an achievement rate between - 1 and + 2 pts, the target being 100%
External condition on net earnings per share (weighting of 30%), according to the assessment methods described in the introductory section |
Internal condition on Group net income (after tax) (weighting of 60%), with a required achievement rate between 90% and 110%, the target being 100%
Internal CSR condition related to gender equality (weighting of 10%) with an achievement rate between - 1 and + 2 pts, the target being 100%
External condition on net earnings per share (weighting of 30%), according to the assessment methods described in the introductory section |
Achievement rate of performance conditions |
Internal condition Group net income (after tax): 0%
Internal CSR condition related to gender equality: 115%
External condition on net earnings per share: 0%
Overall vesting rate: 11.5% |
Internal condition Group net income (after tax): 94.7%
Internal CSR condition related to gender equality: 129.7%
External condition on net earnings per share: 0%
Overall vesting rate: 69.6% |
Number of shares relating to adjustment further to the capital increase of June 2022 |
6,268 |
67,824 |
Number of shares vested at December 31, 2023 |
71,188
|
3,388 |
Accumulated number of shares cancelled or forfeited as of December 31, 2023 |
817,010 |
607,833 |
Performance shares outstanding at December 31, 2023 |
0 |
521,273 |
|
Information on performance shares grant |
ESPI Plan of July 23, 2021 |
Plan no. 13 of October 25, 2021(6) |
---|---|---|
GM date |
June 26, 2020 |
May 31, 2021 |
Board of Directors date |
July 23, 2021 |
October 25, 2021 |
Total number of shares allocated during the relevant fiscal year by threshold, of which:
Corporate officers
|
Min.: 336,775(7) Target: 673,549(8)
0 Min.: 35,971(9) Target: 71,941(9) |
Min.: 532,730 Target: 1,067,730 Max.: 1,389,000
0 Min.: 36,980 Target: 73,960 Max.: 96,150 |
Number of beneficiaries |
13 |
298 |
Vesting date |
July 23, 2026 |
October 25, 2025 |
Availability date |
July 23, 2026 |
October 25, 2025 |
Performance conditions |
Relative Annual TSR (weighting of 50% for the Chief Executive Officer and of 100% for the members of the Executive Committee), according to the assessment methods described in the introductory section
Average Five-Year TSR (weighting of 50% for the Chief Executive Officer and 0% for the members of the Executive Committee), according to the assessment methods described in the introductory section |
Internal condition on Group net income (after tax) (weighting of 60%), with a required achievement rate between 90% and 110%, the target being 100%
Internal CSR condition related to gender equality (weighting of 10%) with an achievement rate between - 1 and + 2 pts, the target being 100%
External condition on net earnings per share (weighting of 30%), according to the assessment methods described in the introductory section |
Achievement rate of performance conditions |
Plan being vested
Annual relative TSR 2022-2023: 0% |
Internal condition Group net income (after tax): 58.3% Internal CSR condition related to gender equality: 130% External condition of net earnings per share: not known at the time of filing of this Universal Registration Document |
Number of shares relating to adjustment further to the capital increase |
53,088 |
78,646 |
Number of shares vested at December 31, 2023 |
0 |
3,345 |
Accumulated number of shares cancelled or forfeited as of December 31, 2023(5) |
401,754 |
280,738 |
Performance shares outstanding at December 31, 2023(5) |
324,883(10) |
862,293 |
|
Information on performance shares grant |
Plan no. 14 of July 28, 2022 |
Plan no. 15 of July 26, 2023 |
|
|
|
---|---|---|---|---|---|
GM date |
June 1, 2022 |
May 30, 2023 |
|
|
|
Board of Directors date |
July 28, 2022 |
July 26, 2023 |
|
|
|
Total number of shares allocated during the relevant fiscal year by threshold, of which:
Corporate officers
|
Min.: 924,140 Target: 1,848,920(11) Max.: 2,402,810
0 Min.: 65,320 Target: 130,640 Max.: 169,830 |
Min.: 824,880 Target: 1,651,300(12) Max.: 2,147,720
0 Min.: 56,260 Target: 112,520 Max.: 146,270 |
|
|
|
Number of beneficiaries |
302 |
282 |
|
|
|
Vesting date |
July 28, 2022 |
July 26, 2023 |
|
|
|
Availability date |
July 28, 2026 |
July 26, 2027 |
|
|
|
Performance conditions |
For the Chief Executive Officer
For other beneficiaries
|
|
|
|
|
Achievement rate of performance conditions |
Plan being vested |
Plan being vested |
|
|
|
Number of shares relating to adjustment further to the capital increase of June 2022 |
|
|
|
|
|
Number of shares vested at December 31, 2023 |
0 |
0 |
|
|
|
Accumulated number of shares cancelled or forfeited as of December 31, 2023(5) |
356,210 |
119,820 |
|
|
|
Performance shares outstanding at December 31, 2023(5) |
1.492,710 |
1,531,480 |
|
|
|
|
|
|
The maximum number of shares allocated free of charge pending vesting as at December 31, 2023 (5,899,639 shares) represent 2.99% of the Company’s capital stock at this date(1).
(1) This amount corresponds to the number of shares for plan no. 12 calculated on the basis of actual performance and the maximum number of free shares granted under (i) of Plans Nos. 13, 14, 15 and (ii) of the one-off ESPI Plan.
5.2.3.Change in capital stock over five years
Year and type of transaction |
Shares created/ canceled during the transaction (in number of shares) |
Nominal amount of the transaction (in euros) |
Amounts of capital stock after the transaction (in euros) |
Shares comprising the capital stock after the transaction (in number of shares) |
---|---|---|---|---|
07/2021 Capital increases reserved for employees and a category of beneficiaries under the Faur’ESO employee share ownership plan |
2,756,942 |
19,298,594 |
985,549,201 |
140,792,743 |
07/2021 Capital reduction (cancelation of shares) intended to neutralize the dilutive effect resulting from the capital increases implemented as part of the Faur’ESO employee shareholding plan. |
2,756,942 |
19,298,594 |
966,250,607 |
138,035,801 |
01/2022 Issue of new shares in consideration for a contribution in kind of shares by the members of the family pool as part of the combination between Faurecia and HELLA |
13,571,385 |
94,999,695 |
1,061,250,302 |
151,607,186 |
06/2022 Capital increase with preferential subscription rights as part of the refinancing of the acquisition of HELLA |
45,482,154 |
318,375,078 |
1,379,625,380 |
197,089,340 |
Capital stock at December 31, 2023 |
|
|
1,379,625,380 |
197,089,340 |
5.2.4.Employee share ownership
5.3.Transactions carried out by the Company in its own shares
The General Meeting of May 30, 2023 authorized the implementation of a share buy-back program (Resolution 14) which replaced, from that date, the program authorized by Resolution 13 of the General Meeting of June 1, 2022.
Liquidity agreement
Description of the contract
Since April 27, 2009, FORVIA has been implementing a liquidity contract that complies with the AMAFI Charter.
The current liquidity contract was signed on November 18, 2019 between FORVIA and Rothschild Martin Maurel. This contract, which complies with the AMF decision no. 2021-01 of June 22, 2021 covering the implementation of liquidity contracts on equity securities in respect of accepted market practices, replaced the previous contract of November 20, 2015, as amended on May 24, 2018.
The liquidity contract was signed for 12 months, from November 18, 2019 and is thereafter renewable by tacit renewal for successive 12-month periods. The amount of €10,837,505.31 was recorded as credit in the liquidity account on November 15, 2019.
The liquidity contract covers Company shares, and the trading platform on which the transactions are carried out is the Euronext regulated market in Paris.
The contract stipulates that its execution shall be suspended under the conditions set out in Article 5 of the above-mentioned AMF decision, namely (i) while stabilization measures are being carried out under the meaning of (EU) Regulation no. 596/2014 of the European Parliament and Council of April 16, 2014 on market abuse, with the suspension of the liquidity contract taking place from the admission to trading of the securities concerned by the stabilization measures up to the publication of the information indicated in Article 6, Paragraph 3 of the Delegated (EU) Regulation no. 2016/1052 and (ii) during a public offering period or pre-offering period and until the offer is closed, when the issuer initiates the public offering or when the issuer’s securities are targeted by the offering.
The contract may also be suspended on the Company’s request for technical reasons, such as the counting of shares with voting rights before General Meetings or the counting of shares giving rights to dividends before the ex-dividend date and for a period that it shall specify.
The contract may be terminated at any time by the Company, without notice and with notice of one month for the investment services provider.
Implementation in 2023
In 2023, under the liquidity contract, cumulative purchases related to 3,996,678 shares, i.e. 2% of the capital stock, for a value of €79,215,537 and cumulative sales related to 4,066,678 shares for a value of €80,866,007. The capital gain generated in 2023 under the liquidity contract amounted to €1,650,469. Management fees for the liquidity contract came to €150,000 in 2023. Under this liquidity contract, as at December 31, 2023, the following assets were included in the liquidity account: 0 securities and €10,865,799 in cash.
Use of treasury shares during the fiscal year
During the 2023 fiscal year, the Company used 72,002 treasury shares to deliver performance shares to the beneficiaries of plan no. 11.
Number of treasury shares held at December 31, 2023
As at December 31, 2023, the Company held 5,091 treasury shares (none under the liquidity contract), representing 0.003% of the Company's capital stock on the same date. These treasury shares are all allocated to the objective of allocating shares to employees, and more specifically to cover performance share plans.
Description of the share buyback program
The program description presented below will not be subject to a specific publication, in accordance with the provisions of Article 241-3 of the Autorité des Marchés Financiers (AMF) General Regulation.
The General Meeting of May 30, 2024 will be asked to authorize the Board of Directors to once again trade in the shares of the Company under the conditions described below. It is stipulated that, throughout the period of a public offer filed by a third party on the Company's shares, repurchases may only be carried out provided that they:
- ■enable the Company to comply with commitments it entered into prior to the opening of the offer period;
- ■are carried out as a part of the continuation of a share buy-back program already underway;
- ■are not likely to cause the offer to fail;
- ■are in line with one of the first two objectives below.
This new authorization will cancel the authorization granted to the Board of Directors by the General Meeting of May 30, 2023 to trade in Company shares (Resolution no. 14).
Program objectives
- ■hedge stock option plans and/or free grant of shares plans (or similar plans) to the benefit of employees and/or Group corporate officers (including Economic Interest Groups and related companies) as well as all allocations of shares as part of a group or company savings plan (or similar plan), under a profit-sharing plan and/or any other form of allocation or sale of shares to the benefit of the Group employees and/or corporate officers (including Economic Interest Groups and related companies);
- ■cover the Company’s commitments under financial contracts or cash-settled options granted to Group employees and/or corporate officers (including related Economic Interest Groups and companies);
- ■hedge securities giving access to the allocation of Company shares;
- ■retain the shares purchased and use these shares for exchange or payment at a later stage, as part of any possible merger, spin-off, contribution or external growth transactions;
- ■cancel shares;
- ■support the secondary market or the liquidity of Faurecia shares, through an investment service provider under a liquidity contract in accordance with the practices permitted by the Autorité des Marchés Financiers (AMF).
This program is also designed to allow the implementation of all market practices that may be permitted by the market authorities, and more generally, the completion of all other transactions in accordance with legislation or regulations that are or may become applicable. In such an event, the Company shall inform its shareholders through a press release.
Maximum number of shares to be acquired
The maximum number of shares that may be purchased may not at any time exceed 10% of the total number of shares comprising the capital stock (for information purposes 19,708,934 shares as of December 31, 2023), it being specified that (i) this cap applies to an amount of the Company’s capital stock that may, if applicable, be adjusted to take into account the transactions affecting the capital stock after this General Meeting and (ii) in accordance with the applicable provisions, when the shares are purchased for liquidity purposes, the number of shares taken into account to calculate the aforementioned cap of 10% corresponds to the number of shares purchased less the number of shares resold during the duration of the authorization. The acquisitions made by the Company may not, under any circumstances, lead it to hold, directly or indirectly through subsidiaries, over 10% of its capital stock. Moreover, the number of shares acquired by the Company for the purpose of retaining and using them for exchange or payment at a later stage, as part of any possible merger, spin-off, contribution or external growth transactions, may not exceed 5% of its capital stock.
The shares may, in whole or in part, depending on the case, be acquired, sold, exchanged or transferred, in one or several installments, by all means, on all markets, including on multilateral trading facilities or through a systematic internalizer, or over the counter, including through the acquisition or disposal of blocks of shares (without limiting the part of the buy-back program that may be completed through this means), in all cases, either directly or indirectly, notably through an investment service provider. These means include the use of optional mechanisms or derivatives subject to the applicable regulations.
Maximum price per share and maximum amount allocated to the program
The maximum purchase price is set at €80 per share (excluding acquisition costs). In the event of a capital increase through the capitalization of premiums, reserves or profits by allocations of free shares as well as in the event of a division of shares, reverse stock split or any other transaction affecting the capital stock, the aforementioned price will be adjusted by a multiplication coefficient equal to the ratio of the number of Company shares prior to the transaction and the number of shares after the transaction. On this basis, and for information only, based on the capital stock at December 31, 2023 comprising 197,089,340 shares, and without taking into account the shares already held by the Company, the theoretical maximum purchase amount for the program (excluding acquisition costs) would amount to €1,576,714,720.
Program term
5.4.Share price
FORVIA shares (ticker code FRVIA) are listed on compartment A of the regulated market of Euronext Paris. They are listed on the CAC Next 20 and CAC 40 SBT 1.5° indices of Euronext and the MSCI France index.
The share price at the 2023 closing date (Friday, December 29, 2023) was €20.42 compared to a closing price of €14.13 (Friday, December 30, 2022), i.e. a market capitalization of approximately €4.025 billion at the end of 2023 compared to approximately €2.785 billion at the end of 2022 (the number of shares being identical at the end of the two years, i.e. 197,089,340 shares).
This increase of 44.52% over the year 2023 partially corrects the sharp decline in 2022, which was mainly caused by the combination of the strong impact of the war in Ukraine on the financial markets and the global macroeconomic environment, particularly in terms of inflation, simultaneously with the finalization of the strategic acquisition of a majority interest in the equipment manufacturer HELLA, largely financed by debt.
Over the same period of 2023, the French CAC 40 and SBF 120 indices increased by 16.52% and 15.26% respectively.
While the global macroeconomic context remained tense in 2023, with inflation still high and interest rates raised several times, the FORVIA share rose more than the indices already mentioned and also peers such as Plastic Omnium and Valeo (down 11.63% and 16.68% respectively in 2023). Indeed, in 2023 the Group demonstrated its ability to finalize the refinancing of the HELLA acquisition and also, through the effective completion of a first asset disposal program for €1 billion, that its priority objective was to accelerate its deleveraging after the HELLA acquisition, thus alleviating investor risk aversion in an inflationary environment.
In October 2023, again with a view to accelerating the Group’s debt reduction, a second asset disposal program for €1 billion was announced during the publication of the Q3 sales.
The average price of FORVIA’s share over 2023 was €19.58. The price peaked at €25.40 on July 24, 2023, and hit its lowest closing price of the year, €14.40, on January 2, 2023.
The average number of monthly trades on Euronext was 22.335 million shares, representing €435.77 million.
5.4.1.Share price and trading volumes (source Euronext)
2023 share price and trading volume |
Price (in €) |
Trading volume |
||||
High |
Average |
Low |
Close |
Shares |
Capital (in € thousands) |
|
January |
18.84 |
17.50 |
14.40 |
18.14 |
29,374,411 |
509,866 |
February |
21.30 |
19.44 |
17.84 |
20.71 |
24,597,144 |
482,977 |
March |
23.56 |
20.35 |
17.42 |
19.95 |
41,298,581 |
834,243 |
April |
22.10 |
19.77 |
17.63 |
18.75 |
23,350,611 |
461,613 |
May |
21.42 |
19.31 |
16.92 |
19.33 |
22,559,201 |
435,694 |
June |
23.15 |
21.64 |
19.35 |
21.57 |
19,687,847 |
426,613 |
July |
25.40 |
23.21 |
21.03 |
22.82 |
18,261,333 |
425,275 |
August |
23.06 |
20.50 |
18.99 |
19.64 |
14,801,157 |
304,847 |
September |
20.96 |
19.67 |
18.46 |
19.61 |
15,801,932 |
310,650 |
October |
20.08 |
16.89 |
14.99 |
15.84 |
21,621,722 |
365,134 |
November |
18.20 |
17.00 |
15.56 |
18.04 |
18,909,706 |
322,176 |
December |
21.63 |
19.78 |
17.55 |
20.42 |
17,759,354 |
350,171 |
2022 share price and trading volumes |
Price (in €) |
Trading volume |
||||
High |
Average |
Low |
Close |
Shares |
Capital (in € thousands) |
|
January |
45.16 |
42.51 |
38.14 |
38.63 |
11,995,795 |
507,156 |
February |
43.75 |
39.56 |
32.85 |
34.05 |
17,236,742 |
670,861 |
March |
34.19 |
25.01 |
21.86 |
23.65 |
37,819,015 |
954,356 |
April |
24.82 |
22.41 |
19.71 |
21.07 |
29,170,079 |
649,961 |
May |
26.40 |
22.23 |
18.60 |
25.82 |
37,718,205 |
865,663 |
June |
23.95 |
21.09 |
18.14 |
18.92 |
37,397,666 |
803,585 |
July |
19.51 |
17.09 |
15.39 |
17.55 |
32,008,274 |
547,418 |
August |
18.32 |
16.22 |
13.69 |
14.39 |
28,279,405 |
454,354 |
September |
15.36 |
13.64 |
10.75 |
11.23 |
40,727,033 |
545,829 |
October |
15.16 |
12.90 |
10.73 |
15.12 |
39,919,449 |
508,362 |
November |
17.90 |
15.70 |
13.36 |
15.76 |
32,939,260 |
511,858 |
December |
16.20 |
14.25 |
13.26 |
14.13 |
23,412,900 |
333,941 |
5.4.2.Stock market data
|
31/12/2023 |
31/12/2022 |
---|---|---|
Stock market capitalization at end of the fiscal year (in € millions) |
4,024.6 |
2,784.9 |
Share price (in €): |
|
|
|
25.40 |
45.16 |
|
14.40 |
10.73 |
Share price at the end of the fiscal year (in €) |
20.42 |
14.13 |
Shareholders’ equity per share (in €) |
22.88 |
23.08 |
Number of shares in circulation |
197,089,340 |
197,089,340 |
5.4.3.Dividends
Fiscal year |
Gross dividend per share (in €)(1) |
Total (in €) |
2020 |
1.00 |
138,035,801(2) |
2021(3) |
- |
- |
2022(3) |
- |
- |
|
On February 16, 2024, the Board of Directors of FORVIA decided to propose to the next General Meeting, which should be held on May 30, 2024, to pay a dividend of €0.50 per share in 2024 in respect of 2023.
5.4.4.Dividend payment policy
Shareholder compensation is set in accordance with the Group’s net cash allocation strategy. This, presented for the first time at the Capital Markets Day in November 2019, consists of allocating:
- ■approximately 60% of the net cash generated each year (net cash flow) to the Group’s debt reduction as well as to potential non-transformative/medium-sized acquisitions (bolt-ons);
- ■approximately 40% to the distribution of dividends and share buy-backs, exercised in particular within the framework of performance share allocation programs, in order to avoid any dilution caused by said programs.
On the occasion of the last Capital Markets Day, held on November 3, 2022, the Group’s net cash allocation strategy was confirmed, while stressing the short-term priority of accelerating debt reduction for the Group, following the acquisition of the majority interest in HELLA, which took place in early 2022.
5.4.5.Per share figures
The method used to calculate the weighted average number of shares before dilution to determine per share data is detailed in Note 9, Section 1.3.5 “Notes to the consolidated financial statements”, Chapter 1 “Financial and accounting information”.
5.4.6.2024 financial calendar (subject to change)
February 19, 2024 |
Before market opening |
2023 annual results announcement |
April 18, 2024 |
Before market opening |
First-quarter 2024 sales announcement |
May 30, 2024 |
10 a.m. |
General Meeting of shareholders |
July 24, 2024 |
Before market opening |
First-half 2024 interim results announcement |
October 21, 2024 |
Before market opening |
Third-quarter 2024 sales announcement |
5.5.Relations with the financial community
For many years, FORVIA’s management has made it a priority to establish a relationship of trust with financial market players by developing a constant dialog with its shareholders and lenders.
FORVIA therefore encourages constructive dialog, both on its financial results and on its strategy and latest news, through accurate, comprehensive, regular and transparent financial reporting, in accordance with current regulations and as close as possible to financial communication best practices.
HELLA, in which FORVIA acquired a majority interest finalized at the end of January 2022 and which has been consolidated in FORVIA’s financial statements since February 1, 2022, is listed on the Frankfurt Stock Exchange (ticker: HLE). HELLA manages its financial communications independently, while adhering to a financial communications calendar compatible with that of FORVIA for its consolidated financial statements. HELLA’s financial communications are available on the website www.hella.com, in German and English.
The FORVIA group provides investors with a large number of documents covering its business, strategy and all the financial information that it is required to disclose under stock market regulations. They include the Company’s registration documents and Universal Registration Documents, interim financial reports, documents distributed as regulated information, as well as the Company’s bylaws and the Board of Directors’ internal rules, and are available online www.faurencia.com or www.forvia.com, in French and English.
Financial information is regularly supplemented by the publication of press releases announcing important events relating to the Group’s operations and activities. All of these press releases are available in the “Newsroom” space on the website.
At the end of each quarter, the Group organizes a communication on its performance for the previous quarter or half year:
- ■in April and October of each year, the Group publishes changes to its quarterly sales by business and by region. In addition to a press release, a telephone meeting is also held for this communication, to which analysts and investors are invited;
- ■in February and July, the Group publishes all of its annual and half-yearly results. In addition to a press release, a meeting is then held (physical meeting or videoconference) to which analysts and investors are invited.
Throughout the year, FORVIA promotes meetings between its Executive Management and financial market players at conferences and meetings (financial roadshows) in France and worldwide, in the form of individual or group meetings.
Finally, the Group very regularly organizes investor days (“Capital Markets Days”) to present the medium-term strategic vision, with some of these days dedicated to specific topics.
- ■a toll-free number has been set up, which is available in France only (0805 651 206). This number allows individual shareholders to obtain information or answers to any questions they may have about the life of the Group, or about how to become a shareholder (all their requests can also be sent to the following address: actionnaires@faurecia.com);
- ■a digital “Letter to shareholders” is published periodically on the Group’s website;
- ■meetings with individual shareholders are organized in the various French regions.
In 2023, in addition to meetings to present annual and interim results and conference calls for Q1 and Q3 sales reporting, FORVIA carried out over 200 meetings with investors and financial analysts during financial roadshows, conferences, and individual appointments.
FORVIA also ensures a constant dialog with individual shareholders. In addition to the General Meeting, which is a privileged moment of exchange with its shareholders at the Group’s head office, FORVIA regularly meets with individual shareholders in the provinces. The Group traveled to Nantes in 2023 to present the Company and its prospects to an audience of individual investors.
On November 3, 2022, FORVIA held its first "Capital Markets Day" in Paris under its new scope Faurecia + HELLA, during which the Group presented “Power25”, its new medium-term plan (2025) aiming to generate profitable growth, strengthen cash generation and accelerate the Group’s debt reduction.
6Other
information
- 6.1. Legal information
- 6.2. Simplified organizational chart
- 6.3. Historical background
- 6.4. Additional information on audits of financial statements
- 6.5. Declaration by the person responsible for the Universal Registration Document and the information officer
- 6.6. Cross-reference tables
6.1.Legal information
Company name and address
Website: www.forvia.com
The information provided on the website is not part of the Universal Registration Document, unless it is incorporated by reference into it.
Legal form
FORVIA is a European company whose shares are admitted to trading on the regulated market of Euronext Paris. The Company is governed by the provisions of Council Regulation (EC) no. 2157/2001 of October 8, 2001 on the status of a European company, by the French Commercial Code and by related texts; FORVIA refers to the corporate governance regime provided for by the AFEP-MEDEF Code.
FORVIA abides by the legal and regulatory provisions that apply to the governing bodies of listed companies and reports in this Universal Registration Document on the application of the recommendations made in relation to the AFEP-MEDEF Code.
Statutory auditors
The Company’s financial statements are audited by two Statutory Auditors appointed in accordance with Articles L. 225-228 and L. 22-10-66 of the French Commercial Code.
Date of incorporation and term
Incorporation details
Consultation of corporate documents
During the period of validity of this Universal Registration Document, the following documents (or copies thereof) may be consulted, if required:
- a .the issuer’s articles of incorporation and bylaws;
- b .all reports, letters and other documents, assessments and statements prepared by any expert at the Company’s request, any part of which is included or referred to in the Universal Registration Document.
- a .the Universal Registration Documents and Registration Documents (including the annual financial reports) and interim financial reports filed with the Autorité des Marchés Financiers (AMF) for each of the past ten periods;
- b .the Group’s annual and biannual presentations of the results and outlook, as well as the quarterly financial information.
The aforementioned documents, as well as the regulated information published during the last 12 months, can be consulted at the addresses indicated under the heading “Consultation address” below.
Contact details
FORVIA’s Legal department, 23-27, avenue des Champs-Pierreux, 92000 Nanterre and on the Company’s website at www.forvia.com.
Corporate purpose
- ■to create, acquire, run, directly or indirectly manage, by acquisition of holdings, by rental or by any other means, in Europe and internationally, all forms of industrial companies, trading companies and tertiary sector companies;
- ■to research, obtain, acquire and use patents, licenses, processes and trademarks;
- ■to rent all types of real estate, bare or constructed;
- ■to provide administrative, financial and technical assistance to affiliated enterprises;
- ■to run plants and establishments which it owns or may acquire in the future;
- ■to manufacture, use and/or sell, regardless of form, its own products or those of affiliated enterprises;
- ■to manufacture and commercialize, by direct or indirect means, all products, accessories or equipment, regardless of their nature, intended for industrial use, and in particular by the automobile industry;
- ■to directly or indirectly participate in all financial, industrial or commercial operations that may relate to any one of the above-mentioned purposes, including but not limited to setting up new companies, making asset contributions, subscribing to or purchasing shares or voting rights, acquiring an interest or holding, mergers, or in any other way;
and, more generally, to conduct any industrial, commercial and financial operations, and operations relating to fixed or unfixed assets, that may relate, directly or indirectly, to any one of the above-mentioned purposes, totally or partially, or to any similar or related purposes, and even to other purposes of a nature to promote the Company’s business.
Role of the Company in relation to its subsidiaries
FORVIA is a holding company, whose assets are primarily made up of equity interests. The Company’s industrial assets are held by the operating subsidiaries.
FORVIA provides, directly and indirectly, financial, accounting, management, administrative and other services to Group companies.
The list of consolidated companies as at December 31, 2023 is available in Chapter 1 “Financial and accounting information”, Section 1.3 “Consolidated financial statements”.
A simplified organizational chart of the Group’s companies can be found in Section 6.2. “Simplified organizational chart” which illustrates the Company’s positioning within the Group.
Fiscal year
Distribution of profits
Income available for distribution corresponds to net income for the year, less any losses carried forward from prior years and any amounts appropriated to reserves in compliance with the law or the bylaws, plus any retained earnings.
Out of this income, the General Meeting determines the portion attributed to shareholders in the form of dividends and deducts the amounts it considers appropriate to allocate to any reserve funds or to carry forward.
Except in the case of a capital reduction, no distributions may be made to shareholders if the Company’s shareholders’ equity represents – or would represent after the planned distribution – less than its capital stock plus any reserves which, according to the law or the bylaws, are not available for distribution.
The General Meeting may also decide to distribute amounts deducted from optional reserves in order to pay or increase a dividend or pay a special dividend.
The Company’s bylaws provide that the Ordinary General Meeting approving the financial statements for the year may also decide to offer each shareholder, for all or part of the dividend to be paid or interim dividends, the option between the payment of the dividend or the interim dividend in cash or in shares.
Dividends – Statute of limitations
Dividends are lapsed after five years from the date of payment if uncollected. After this period, they are paid to the Treasury.
Company's registrar and paying agent
The transfer service and coupon payments are provided by Uptevia, 90-110 Esplanade du Général de Gaulle – 92931 Paris La Défense Cedex.
FORVIA stock market data
FORVIA shares (ticker code FRVIA) are listed on Compartment A of the regulated market of Euronext Paris (ISIN code FR0000121147). They are listed on the CAC Next 20 and CAC 40 SBT 1.5° indices of Euronext and the MSCI France index.
General Meeting of shareholders
The rules governing the participation of shareholders in General Meetings are described in Articles 24 and 25 of the Company’s bylaws which are available on the governance page of the Company’s website (www.forvia.com).
General Meetings are held at the Company’s registered office or at any other venue specified in the notice of meeting.
Holders of registered shares are convened by post or email if the e-notice process is accepted. The other shareholders are notified via the relevant banks and brokers through the financial notices provided for by the applicable regulations.
A continually updated schedule of all the Group’s financial events, including the date of the General Meeting, is available on FORVIA’s website at www.forvia.com.
The right to participate in General Meetings shall be substantiated in accordance with the current legal provisions.
The rights of shareholders, which may only be amended in accordance with the conditions laid down by applicable laws and regulations, are not affected by any other provision of the bylaws.
Voting rights
Voting rights at Ordinary, Extraordinary and Special General Meetings are exercisable by the beneficial owner of the shares.
The bylaws (Article 24) assign double voting rights to all fully paid-up shares that have been registered in the name of the same holder for at least two (2) years. In the case of a capital increase through the capitalization of retained earnings, income or additional paid-in capital, the free shares allotted in respect of registered shares carrying double voting rights will also carry double voting rights as from the date of issue. Shares that are transferred or converted to bearer form are stripped of double voting rights in the cases provided for by law.
Existence of agreements whose implementation could result in a change of control of the Company or could have the effect of delaying, deferring or preventing a change of control
To the best of the Company’s knowledge, there are no agreements to date whose implementation could, at a later date, result in a change of control. There are currently no provisions in any Company deeds, bylaws, charters, regulations or provisions in place that could delay, postpone or prevent such a change in control.
Control
As of the date of publication of this Universal Registration Document, the Company is not controlled within the meaning of applicable regulations.
Factors likely to have an impact in the event of a public tender offer or exchange offer:
Company’s capital structure
The capital structure is presented in Chapter 5 “Capital stock and shareholding structure”, Section 5.1.1 “Changes in capital stock”.
Direct or indirect equity investments in the Company’s capital stock referred to in Articles L. 233-7 and L. 233-12 of the French Commercial Code of which the Company is aware
The direct or indirect investments in the Company’s capital stock covered by Articles L. 233-7 and L. 233-12 of the French Commercial Code that the Company has knowledge of are presented in Chapter 5 “Capital stock and shareholding structure”, Section 5.1.2 “Crossing of legal thresholds”.
Owners of any stock with special rights of control
Article 24 of the bylaws stipulates that double voting rights are allocated to all shares that have been registered in the name of the same holder for at least two years. Subject to this reserve, there are no securities which carry special control rights referred to in Article L. 22-10-11, 4 of the French Commercial Code.
Statutory restrictions on the exercise of voting rights
Under the terms of Article 30 of the bylaws, in addition to the obligations for notifying thresholds provided for by law, any person or legal entity acting alone or in concert within the meaning of Article L. 233-10 of the French Commercial Code who comes to own or to cease to own a number of shares taking into account the cases of assimilation provided by the law applicable to the crossing of mandatory thresholds representing 1% or more of the capital stock or voting rights or any further multiple of this percentage, including over and above the legal thresholds, is required to notify the Company in writing of the total number of shares and voting rights held no later than four (4) business days after occurrence.
Any shareholder failing to declare ownership as required above shall be deprived of voting rights for the non-declared fraction if one or several shareholders present or represented at a general meeting, and collectively holding a share capital fraction (or voting rights) of at least 1%, make a request to this effect, logged in the minutes of the General Meeting.
Agreements between shareholders that, if the Company becomes aware of them, may give rise to restrictions on share transfer and the exercise of voting rights
On January 31, 2022, the Company acquired all of the shares held by the HELLA Family Pool in HELLA, at €60 per share, paid through a combination of €3.4 billion in cash and up to 13,571,385 newly-issued FORVIA shares. These new shares were issued on January 31, 2022.
In the context of this transaction and in accordance with the agreement entitled "Investment Agreement" dated August 14, 2021 (as amended thereafter), the HELLA Family Pool has undertaken not to transfer:
- ■during a period of 18 months starting from the date of completion of the acquisition, i.e. until July 31, 2023, the above-mentioned 13,571,385 FORVIA shares, as well as any additional FORVIA shares that the HELLA Family Pool may subscribe in accordance with the subscription undertakings set out in the Investment Agreement;
- ■during a period of 12 months as from the expiration of the preceding period described above, i.e. until July 31, 2024, more than 5% of the FORVIA capital stock (as outstanding on July 31, 2023).
These lock-up undertakings are subject to standard exceptions for such type of agreements (e.g. in case of transfers among members of the HELLA Family Pool or estate transfer) and were set out in an agreement governed by German law entered into between FORVIA and the members of the HELLA Family Pool on January 27, 2022, entitled the "Blocking Agreement".
Moreover, the Company has been informed by letter received on February 3, 2022 of the execution by the HELLA Family Pool of a shareholders' agreement constituting a concert action (action de concert) towards FORVIA. The main terms of this shareholders' agreement were published in accordance with the provisions of Article L. 233-11 of the French Commercial Code (see notice D&I AMF 222C0301 of February 4, 2022). Among others, this shareholders’ agreement provides for preemptive rights to the benefit of the other members of the HELLA Family Pool on shares held by a member excluded from the shareholders' agreement.
Rules applicable to the appointment and replacement of members of the Board of Directors
As part of the HELLA acquisition, FORVIA made a commitment concerning representation of the HELLA Family Pool on the Company’s Board of Directors, which will continue as long as the HELLA Family Pool holds at least 5% of the capital stock of the Company. Thus, in accordance with this commitment, the HELLA Family Pool proposed the appointment of Nicolas Peter as a member of the Board of Directors of FORVIA to replace Dr. Jürgen Behrend, who had been appointed as a Board member by the General Meeting of June 1, 2022 on the proposal of the HELLA Family Pool. The appointment of Nicolas Peter, made by co-option in October 2023, will be subject to ratification at the Annual General Meeting scheduled for May 30, 2024.
Powers of the Board of Directors
The Board of Directors can, with prior authorization of the General Meeting, implement the Company share buy-back program, issue shares and/or securities giving access to capital stock with, with removal or without preferential subscription rights, and proceed to free performance share grants and issue of shares and/or securities giving access to capital stock reserved for employees and a category of beneficiaries.
Agreements stipulating payments for members of the Board of Directors or employees if they resign or are dismissed without real and serious cause or if their employment is terminated due to a public takeover bid or exchange offer
There are no agreements of the type referred to in Article L. 22-10-11, 10 of the French Commercial Code in favor of members of the Board of Directors or employees. For the commitments applicable in the event of the departure of the Chief Executive Officer, please refer to chapter 3 “Corporate governance”, sections 3.3.1.2.2.5. “Termination payment” to 3.3.1.2.2.7 “Notice and non-solicitation” and 3.3.4.1.3 “Compensation policy for the Chief Executive Officer”.
Agreements entered into by the Company which are amended or terminated in the event of a change in control of the Company
The significant bank facility agreements (including the syndicated loan, the Schuldscheindarlehen, the 2023 Term Loan and some bilateral loans), along with the bond issues of the Group, amounting to €9,069 million on the balance sheet as of December 31, 2023, include early repayment clauses in the event of a change of control of the Company.
Major contracts
To date, FORVIA has not entered into any major contracts, other than (i) those entered into in the normal course of business and (ii) the documents relating to the refinancing of the acquisition of a majority interest in HELLA's capital stock, conferring a major obligation or commitment on the entire Group.
Dependence
See Chapter 2 “Risk factors & Risk management”, and especially risks associated with the automotive supplier business, supplier default and intellectual property.
Incorporation by reference
In accordance with Article 19 of European Commission Regulation no. 2017/1129, the following information is incorporated by reference in this Universal Registration Document:
- ■the consolidated financial statements, the annual financial statements, the corresponding audit reports and the comments on the consolidated financial statements, significant events by business segment and at Company level, as well as the Statutory Auditors' special report on related-party agreements appearing respectively on pages 82 to 150, 161 to 183, 151 to 157, 158 to 160, 184 to 187, 68 to 80 and 311 to 312 of the Universal Registration Document for the 2022 fiscal year filed with the AMF on February 28, 2023 under number D.23-0064 (https://forvia.fr.digital-report.net/contenu/amf-rapport-integre);
- ■the consolidated financial statements, the annual financial statements, the corresponding audit reports and the comments on the consolidated financial statements, significant events by business segment and at Company level, as well as the Statutory Auditors' special report on related-party agreements appearing respectively on pages 71 to 136, 148 to 171, 137 to 143, 144 to 147, 172 to 175, 56 to 68 and 301 of the Universal Registration Document for the 2021 fiscal year filed with the AMF on April 6, 2022 under number D.22-0246 (https://www.faurecia.com/sites/groupe/files/documents/FAU_URD_FR_PDF.pdf).
6.2.Simplified organizational chart
The simplified organizational chart below shows the general legal organization of the Group as at December 31, 2023.
The full list of companies in the Group’s scope of consolidation as of December 31, 2023 is provided in Chapter 1 “Financial and accounting information”, Section 1.3.6 “List of consolidated companies as of December 31, 2023”.
Group simplified organizational chart as at December 31, 2023
6.3.Historical background
1891. The first automobiles, in the modern sense, are made, powered by gasoline engines. The first steel tubes follow, patented by Peugeot and manufactured primarily in Audincourt (Doubs, France).
1929. Bertrand Faure acquires the patent for the Epeda process. The patent allows the Company to perfect its seats for the automotive industry. After the Second World War, Bertrand Faure’s customers include Renault, Peugeot, Citroën, Talbot, Panhard-Levassor, Berliet and Simca.
1950. Bernard Deconinck, the son-in-law of Joseph Allibert who founded the Allibert company, invests in an injection molding machine from the United States to mold large plastic parts from a single clamping unit. He moves into the automotive industry.
1955. A Peugeot subsidiary starts manufacturing automotive equipment (seats, exhausts, steering columns) and expands internationally.
1972. François Sommer merges his automotive floor coverings company with Bernard Deconinck’s company, Allibert. They combine their know-how in textiles and plastics to found the Sommer Allibert group.
1982. Epeda Bertrand Faure is listed on the Paris stock exchange on May 4, 1982. The Group goes on to specialize in the automotive industry (interior design). It also experiences strong international growth.
1987. Cycles Peugeot merges with Aciers & Outillages Peugeot to form Ecia (Équipements et Composants pour l’Industrie Automobile), the PSA Peugeot Citroën group’s specialist automotive equipment subsidiary. Over the next ten years, Ecia undergoes intensive industrial and geographical development.
1990. Epeda Bertrand Faure is the European leader in automotive seating trades and components following the acquisition of the Rentrop Group in Germany. It opts to focus on its expertise as an automotive supplier.
1992. Ecia sells its cycle business, then its tool business the following year and makes significant acquisitions in European companies specializing in exhaust, with Tubauto and Eli Échappement in France, Leistritz Abgastechnik in Germany and Silenciadores PCG in Spain. Ecia then becomes the European leader in exhaust systems. At the same time, its Automotive Seating division joins forces with Spanish automotive supplier Irausa and create Ardasa. Its customers include Volkswagen, Renault, Daimler Chrysler, Opel, Honda and Mitsubishi.
1997. In December, Ecia makes a friendly takeover bid for Bertrand Faure, bringing its direct and indirect stake in the Group to 99%.
1998. While Bertrand Faure sells his luggage and aeronautics businesses, Ecia sells its motorcycle business to the PSA Peugeot Citroën group.
1999. Ecia and Bertrand Faure merge to form Faurecia on June 1. Bertrand Faure brings to Ecia a broader geographical and commercial presence, particularly in Germany, where the Company forges strong partnerships with automakers such as Volkswagen and BMW. The merged entity generates sales of more than €4 billion with a workforce of 32,000. By the end of 1999, the PSA Peugeot Citroën Group is its main shareholder with a stake of 52.6%. At the end of 1999, the Faurecia group develops its exhaust systems business in North America by acquiring the US company AP Automotive Systems.
2000-2001. Faurecia purchases Sommer Allibert. The PSA Peugeot Citroën Group finances the transaction, thus increasing its shareholding in Faurecia to 71.5%. Now fully established in Germany and Spain, the Group has significant market shares in Europe in the vehicle interior sector. It then achieves sales of €9.6 billion.
2002-2007. Faurecia strengthens its operations in Asia. In 2002, it creates a joint venture with GSK, a Taiwanese automotive supplier, to produce seats in Wuhan, China, and in 2003 it acquires the South Korean company Chang Heung Precision, which specializes in exhaust systems. In 2005, Faurecia increases its stake in Daeki, a company specializing in exhaust systems acquired in 2002, from 49% to 100%. It signs a joint-venture agreement with the South Korean company Kwang Jin Sang Gong, dedicated to the production of door modules for Hyundai Motors and Kia Motors.
In Europe, the Group signs an agreement with Siemens-VDO, which strengthens and expands their joint venture (a joint stock company): this company assembles cockpits for BMW, Daimler Chrysler, the Ford group, Renault-Nissan and the Volkswagen group.
2009. Faurecia acquires Emcon Technologies (formerly Arvin Industries), and becomes the world leader in exhaust systems. Faurecia boosts both (i) its position with German and American automakers (notably Ford), and (ii) its operations in South America, India and Thailand. Faurecia also ventures into the specialized commercial vehicles market (trucks and off-road). Following this all-equity acquisition, One Equity Partners (JP Morgan Chase & Co.’s private equity arm), holds a 17.3% stake in Faurecia and PSA Peugeot Citroën’s interest is reduced to 57.4%.
Faurecia buys out its joint-venture partner Tata to become the sole owner of Taco Faurecia Design Center. The company is renamed Faurecia Automotive Engineering India and becomes Faurecia’s development center in India.
2010. Faurecia becomes European leader in external automotive parts by acquiring Plastal’s German and Spanish businesses. It was able to expand internationally, setting up a joint venture in China with Huaxiang, supplier of exterior parts to FAW-Volkswagen.
A strategic alliance with the Geely and Limin groups marks a significant new development stage for Faurecia Interior Systems and Faurecia Automotive Exteriors in China.
In Europe, Faurecia Automotive Seating acquires the “seat comfort technology” business of Hoerbiger Automotive Komfortsysteme GmbH, while Faurecia Interior Systems acquires Angell-Demmel Europe GmbH, world leader in metal interior trim parts for the automotive sector.
2011. Faurecia boosts its business in China by (i) signing a new joint-venture agreement with Ningbo Huazhong Plastic Products Co., Ltd to manufacture external automotive parts and (ii) extending its cooperation agreement with Changchun Xuyang group signed in 2010 whereby Faurecia takes an 18.75% stake in the company. This allows the Group to expand the range of products and services it provides in the following strategic areas: complete seats, interior systems, acoustic modules and interior linings.
2012. Faurecia acquires the interior components plant belonging to Ford ACH located in Saline, Michigan (United States) and signs a joint venture agreement with Rush Group Ltd. This joint venture, Detroit Manufacturing Systems (DMS), supports activities such as the assembly and sequencing of interior parts in a new plant in Detroit.
2013. As part of its development in Asia, Faurecia Interior Systems signs a joint venture agreement with Thai supplier Summit Auto Seats to support Ford. Faurecia also signs a joint-venture agreement with Chang’an Automobile Group, one of China’s largest automakers.
Faurecia and Magneti Marelli sign a cooperation agreement for the design, development and manufacture of human-machine interface (HMI) products for vehicle interiors.
2014. Faurecia sets up a joint venture, Faurecia Howa Interiors, with Japanese automotive supplier Howa, for the Mexican production of interior systems for Renault-Nissan. The agreement signed opens up new commercial prospects for Faurecia: with Nissan in Mexico, Thailand, Spain, Brazil and in South Africa.
Faurecia sets up a joint venture, Automotive Performance Materials (APM), with Interval, a major French farming cooperative, to develop and produce bio-sourced raw materials in order to continue Faurecia’s drive to make vehicles lighter while protecting the environment.
2015. Faurecia continues to expand in China and signs a global partnership agreement with Dongfeng Hongtai (a majority-owned subsidiary of Dongfeng Motor Corporation, one of China’s largest automotive groups) covering all of the Faurecia group’s businesses. The first step of this partnership is the formation, in May 2015, of two joint ventures, one with a view to the development, manufacturing and delivery of automotive interior components (Dongfeng Faurecia Automotive Interior Co., Ltd) and the other with a view to the development, manufacture and delivery of automotive exterior components (Dongfeng Faurecia Automotive Exterior Co., Ltd).
Faurecia and Beijing WKW Automotive Parts Co. Ltd, one of the Chinese leading manufacturers of automotive interior and exterior trim parts, sign a joint-venture agreement. Together, the two partners aim to unlock synergies in the area of aluminum interior trim parts for light vehicles.
2016. Faurecia and the Italian company Tabu S.p.A., which is specialized in the production of flexible wood trims, sign a partnership agreement that results in the creation of the Ligneos S.r.l. joint venture. The two partners have developed a patented technology aimed at extending automotive wood trim applications to a wider range of surfaces.
In line with the agreement signed in December 2015, in July 2016, Faurecia sells its Automotive Exteriors bumpers and front-end modules business to Plastic Omnium (excluding the Faurecia Smart plant in Hambach and two joint ventures in Brazil and China).
Faurecia and German premium automaker Borgward sign a partnership agreement to create a joint venture (Borgward Faurecia Auto Systems Co., Ltd) in Tianjin, China, to jointly develop and produce complete automotive seats for the new Borgward vehicles.
2017. Faurecia expands its innovations ecosystem and forges technological and industrial partnerships with:
- ■Parrot Automotive, a leading provider of connectivity and infotainment solutions for the automotive industry. Faurecia gradually acquires shareholdings in the company, thereby enabling it to accelerate the development of electronic solutions for the connected car;
- ■ZF, for the development of advanced seat-integrated safety solutions for various cockpit applications;
- ■Mahle, to develop innovative technologies for thermal management of the passenger compartment.
Faurecia acquires a majority interest in Chinese company Jiangxi Coagent Electronics Co. Ltd, renamed Faurecia Coagent Electronics S&T Co. Ltd, which develops integrated and innovative in-car infotainment solutions.
- ■finalizing its 100% acquisition of Parrot Faurecia Automotive;
- ■creation of a new joint-venture with Liuzhou Wuling Automotive Industry Co., Ltd;
- ■investment in the French HumanFab center (laboratory specializing in cognitive sciences), the French start-up Enogia (energy efficiency) and American start-up Powersphyr (cockpit of the future);
- ■acquisition of 100% of the Swiss company Hug Engineering (purification of exhaust gases for very high-power engines).
2019. Faurecia consolidates its expansion in the field of new technologies with the acquisition of 100% of the Japanese company Clarion Ltd. and the creation of a fourth activity “Faurecia Clarion Electronics” dedicated to electronics and software within the cockpit. This new division completes Faurecia’s portfolio of “Faurecia Automotive Seating”, “Faurecia Interiors Solutions” and “Faurecia Clean Mobility”.
- ■acquires all of the Chinese company Faurecia Coagent Electronics S&T Co. (infotainment and interior electronic solutions);
- ■takes a majority interest in the Swedish company Creo Dynamics (innovative acoustic systems and active noise control solutions);
- ■invests in the Israeli company Guardknox (cyber defense for connected and autonomous vehicles);
- ■creates a 50/50 joint venture with the Portuguese company Aptoide (Android application store);
- ■enters into partnerships with Japan Display Inc. to improve the digital experience of users inside the cockpit.
Faurecia and Michelin create a joint venture around Symbio, which brings together all Michelin and Faurecia hydrogen fuel cell activities.
Faurecia creates a global center of expertise dedicated to the development of hydrogen storage systems at its R&D center in Bavans, France.
- ■with Continental, the remaining 50% of its joint-venture SAS, a major player in the assembly and logistics of complex modules for vehicle interiors;
- ■100% of IRYStec Inc., a Canadian start-up that developed the world’s first software platform using perception and physiology to optimize the display system within the cockpit, and consequently the user experience.
Faurecia has chosen Schneider Electric as a preferred partner for the implementation of its CO2 neutrality strategy for scopes 1 and 2 in 2025, the trajectories of which have been validated by the Science Based Targets initiative (SBTi) .
2021. As part of the merger between PSA and FCA, in March 2021 Stellantis distributed the shares it held in Faurecia up to 39.3% of its capital. Following this distribution, Faurecia’s free float increased significantly to represent approximately 95% of its share capital as of December 31, 2021. Faurecia also successfully completed a first employee shareholding plan for 2% of the capital stock, raising employee shareholding to more than 2.6% of the capital stock.
Faurecia announces a strategic and transformative acquisition with the takeover of the German equipment manufacturer HELLA, making it the seventh largest supplier in the world. HELLA brings to Faurecia recognized know-how in electronics (automated driving, cockpit, energy management, sensors and actuators, etc.), lighting (headlamps, tail lights, interior and exterior lighting) and after-sales solutions (spare parts and diagnostic accessories).
In 2021, Faurecia carried out the following transactions to support its strategy focused on the Cockpit of the Future and Sustainable Mobility:
- ■development of partnerships with Renault, SAIC and Air Liquide in the field of hydrogen;
- ■the acquisition of (i) a majority interest in CLD, one of the main Chinese manufacturers of hydrogen tanks, (ii) the intellectual property assets of uMist Ltd, a Swedish start-up specializing in biomimetic spraying technology, (iii) designLed, a Scottish company specializing in advanced backlighting technologies and (iv) a 50% stake in Beijing BAIC DAS Automotive System Co., main supplier of seats for BAIC Hyundai;
- ■the sale of the AST (Acoustics and Soft Trim) division.
Faurecia has also continued and accelerated its approach to carbon neutrality by setting up partnerships with Palantir Technologies Inc., Engie, Schneider Electric and KPMG.
2022. The major event of the year was the finalization of the acquisition of a majority interest in HELLA GmbH & Co. KGaA.
To seal the merger of Faurecia and HELLA, which together form the seventh-largest automotive supplier in the world, the two companies created the FORVIA brand. The new entity comprises six divisions: “Seating”, “Interiors”, “Clean Mobility”, “Electronics”, “Lighting” and “Lifecycle Solutions”. The Combined Group presented, at its Capital Market Day, its new medium-term strategic plan, Power25, aimed at generating profitable growth, strengthening cash generation and accelerating the Group’s debt reduction.
- ■a capital increase with preferential subscription rights in the amount of €705 million, including the issue premium, carried out in June 2022;
- ■the issue of senior bonds linked to sustainable development in the amount of €700 million.
As part of the FORVIA Group’s €1 billion asset disposal program to be completed by the end of 2023, HELLA sold its 33.33% stake in HBPO to its co-shareholder Plastic Omnium for €290 million.
The Group also continued and strengthened its sustainable development strategy, aiming to become CO2 neutral in industrial operations by 2025:
- ■two major electricity purchase contracts were signed, setting up an 85.8 MW Swedish Rodene wind project in Alingsas, in partnership with Octopus Energy Generation and Mirova Eurofideme 4, with the support of Schneider Electric, and a 15-year solar energy project was launched with ENGIE and EDP to equip more than 150 sites across 22 countries with solar panels;
- ■Faurecia also announced the creation of MATERI'ACT, a new entity focused on sustainable materials, with expected revenue of more than €2 billion in 2030 and a team of 400 people by the end of 2025.
In June, the Group had its roadmap for “net zero emissions” validated by the Science Based Target initiative (SBTi). Faurecia and HELLA will reach zero net emissions by 2045 (Scope 1, 2 and 3). Only 20 companies worldwide have had their net zero emission commitment approved to date.
The Group is accelerating and supporting its hydrogen strategy with the following development projects:
- ■Faurecia will equip the truck fleet supplied by MAN for the Bavarian region with complete hydrogen storage systems;
- ■Faurecia, Michelin and Symbio have been selected by the California Energy Commission for the development of a hydrogen truck through the “Symbio H2 Central Valley Express” project;
- ■Faurecia won a contract to supply high-capacity hydrogen storage systems to supply charging stations located in the "Zero Emission Valley (ZEV)", the first French project for sustainable hydrogen mobility for professional fleets;
- ■Faurecia signed a partnership with HYVIA (joint venture between the Renault group and Plug) to supply new generation hydrogen storage systems for the mass production of the Renault Master H2-TECH, manufactured in France;
- ■the hydrogen activities of Faurecia, as well as those of Symbio (50/50 joint venture with Michelin), have been selected as being of common European interest by the European Commission as part of the “IPCEI Hy2Use” project aimed at supporting research and innovation, the first industrial deployment and the construction of relevant infrastructure in the hydrogen value chain.
2023. Faurecia's General Meeting of May 30, 2023 changed Faurecia’s company name to FORVIA. This new name marks a new stage in the creation of the group combining Faurecia and HELLA and aims to strengthen the reputation and attractiveness of the FORVIA brand within its ecosystem.
In 2023, FORVIA completed the €1 billion asset disposal program announced and started in 2022 intended to accelerate the Group’s debt reduction following the acquisition of a majority interest in HELLA, completed in early February 2022. This program, completed in less than 15 months, includes:
- ■approximately 40% of transactions relating to non-consolidated joint ventures:
- ■sale by HELLA of its 33% interest in HBPO to its co-shareholder Plastic Omnium (completed in 2022),
- ■acquisition by Stellantis of an interest in Symbio, a company previously 50/50 owned with Michelin and now equally owned by the three companies (finalized in the third quarter of 2023);
- ■approximately 60% of transactions resulting from the sale of consolidated non-strategic assets to players in the automotive industry:
- ■sale of the Interiors business in India to TAFE (finalized in 2022),
- ■sale of the SAS Cockpit Modules division to the Motherson group (finalized in the third quarter of 2023),
- ■sale of the commercial vehicle exhaust business in Europe and North America to Cummins (completed in the fourth quarter of 2023).
Taking into account the successful execution of the first disposal program and the need to reduce the Group’s debt and financial costs in a context of persistently high interest rates, in October 2023, FORVIA announced the launch of a new €1 billion disposal program. The first step of this new program is the sale by HELLA of its 50% interest in BHTC, co-owned with MAHLE, for a value of €600 million (i.e. €300 million for each of the two shareholders), with the completion scheduled for the first half of 2024.
FORVIA steps up its decarbonization efforts by signing a ten-year supply contract with Renewable Power Capital. This agreement ensures nearly 70% of its European consumption through the purchase of renewable electricity from the Klevberget onshore wind farm in Sweden, thus contributing to its net zero target approved by SBTi.
The Group has also made further progress in its objective of reducing CO2 emissions in its supply chain (Scope 3):
- ■MATERI'ACT, an entity of the Interiors business, inaugurated its world-class R&D center in Villeurbanne (Auvergne-Rhône-Alpes region) to develop the materials of tomorrow with the objective of reducing their carbon footprint by 85% by 2030, with the development of plastics made from 70% recycled materials;
- ■the Group has started a partnership with the Nordic company SSAB to develop seats incorporating 90% decarbonized steel structures, with series integration planned for 2026.
- ■the Group has launched the mass production of Type IV hydrogen tanks from the Allenjoie plant (Bourgogne-Franche Comté region), aiming to produce 100,000 tanks per year, intended to supply the hydrogen distribution and storage market for the automotive industry in Europe. This plant obtained “BREAM Excellent” certification, a first in France symbolizing the reduction in energy consumption and serving as a model for the Group’s global production standards;
- ■in July, FORVIA and Michelin sold part of their interest in Symbio to Stellantis, helping to strengthen the resources and growth prospects of the hydrogen fuel cell specialist. In December, Symbio inaugurated SymphonHy, the largest fuel cell manufacturing plant in Europe, in Saint Fons (Auvergne-Rhône-Alpes region). This “BREAM Very Good” certified plant employs more than 450 engineers and plans to deploy an annual production capacity of 50,000 batteries by 2026;
- ■lastly, the Group won its two first Type IV hydrogen tank programs for medium-duty commercial vehicles in North America, confirming its status as an international player.
6.4.Additional information on audits of financial statements
Audit of financial statements
In accordance with French company law, FORVIA’s Statutory Auditors certify the parent company and Group financial statements and review the situation of its significant consolidated subsidiaries through members of their networks.
For the 2023 fiscal year, Ernst & Young Audit received €5.7 million for its audit assignments; while Mazars also received €8.1 million for its audit assignments.
The table showing the breakdown of fees that FORVIA and its fully consolidated subsidiaries recognized in their 2023 financial statements for work assigned to the Statutory Auditors appears in Chapter 1 “Financial and accounting information”, Note 34 in Section 1.3.5 “Notes to the consolidated financial statements”.
Persons responsible for auditing the financial statements
|
Start of the first corporate office |
Date of expiry of the mandate |
---|---|---|
Statutory Auditors |
|
|
Ernst & Young Audit represented by Guillaume BRUNET-MORET member of the Versailles Regional Association of Statutory Auditors Tour First TSA 14444 92037 Paris La Défense Cedex France |
June 17, 1983 |
OGM in 2025 |
Mazars represented by Anne-Laure ROUSSELOU and Grégory DEROUET member of the Versailles Regional Association of Statutory Auditors Tour Exaltis 61, rue Henri Regnault 92400 Courbevoie France |
May 28, 2019 |
OGM in 2025 |
6.5.Declaration by the person responsible for the Universal Registration Document and the information officer
Person responsible for the Universal Registration Document
I hereby declare that the information contained in the Universal Registration Document is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import.
I further declare that, to the best of my knowledge, the financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets and liabilities, the financial position and the results of the Company and the consolidated companies making up the Group, and that the management report, for which the cross-reference table is shown on page 494, provides a true and fair picture of the changes in the business, the results and financial position of the Company and its consolidated companies, as well as a description of the main risks and uncertainties they face.
Information officer
6.6.Cross-reference tables
Cross-reference table with Annexes 1 and 2 of Delegated Regulation (EU) no. 2019/980 of the European Commission of March 14, 2019
In order to make this Universal Registration Document easier to understand, the cross-reference table below makes it possible to identify the key items of information required by Annexes 1 and 2 of Delegated Regulation no. 2019/980 of March 14, 2019.
Information |
Headings |
Sections |
---|---|---|
1 |
PERSONS RESPONSIBLE, INFORMATION FROM THIRD PARTIES, EXPERT REPORTS AND APPROVAL OF THE COMPETENT AUTHORITY |
|
1.1 |
Persons responsible for the information |
6.5 |
1.2 |
Statement by the persons responsible for the document |
6.5 |
1.3 |
Expert statement |
N/A |
1.4 |
Other statements if information comes from third parties |
N/A |
1.5 |
Statement without the prior approval of the relevant authority |
Preamble |
2 |
STATUTORY AUDITORS |
6.4 |
3 |
RISK FACTORS |
2.1 |
4 |
INFORMATION ABOUT THE ISSUER |
|
4.1 |
Legal and commercial name |
6.1 |
4.2 |
Registration with the trade and companies register (RCS) and legal entity identifier (LEI) |
6.1 |
4.3 |
Date of incorporation and term |
6.1 |
4.4 |
Registered office – legal form – applicable legislation – website – other |
6.1 |
5 |
BUSINESS OVERVIEW |
|
5.1 |
Principal activities |
Introductory chapter; 1.1.1; 1.5 |
5.1.2 |
New product and /or services |
Introductory Chapter |
5.2 |
Principal markets |
Introductory chapter; 1.1 |
5.3 |
Important events |
Introductory chapter; 1.1.; 1.5 |
5.4 |
Financial and non-financial strategy and objectives |
Introductory chapter; 1.1.2; 1.1.3; 1.2; 1.6.3, |
5.5 |
Level of dependence |
6.1; 2.1.1.3; 2.1.1.9 |
5.6 |
Competitive position |
Introductory chapter |
5.7 |
Investments |
|
5.7.1 |
Material investments made |
Introductory chapter; 1.1.6.2; 1.3.5, Notes 4, 11, 12A and 26.3; 1.5; 1.6.3, Note 17; 6.3 |
5.7.2 |
Ongoing material investments or firm commitments |
1.1.6.2; 1.3.3; 1.3.5, Notes 4, 11 and 12A |
5.7.3 |
Joint ventures and significant interests |
1.1.1.2; 1.3.6; 1.5; 1.6.5; 6.2; 6.3 |
5.7.4 |
Environmental impact of the use of property, plant and equipment |
4.2.5 |
6 |
ORGANIZATIONAL STRUCTURE |
|
6.1 |
Brief description of the Group/Organizational chart |
1.3.6; 1.6.5; 6.2 |
6.2 |
List of significant subsidiaries |
1.3.6; 1.6.5 |
7 |
OPERATING AND FINANCIAL REVIEW |
|
7.1 |
Financial position |
Introductory chapter, Chapter 1 |
7.1.1 |
Presentation of the development and performance of the business |
Introductory chapter; 1.1.3 to 1.1.5; 1.3.5, Note 4 |
7.1.2 |
Future changes and activities in research and development |
1.1.1.2; 1.2; Introductory chapter; 1.3.5, Note 5.4 |
7.2 |
Net operating income |
Introductory chapter; 1.1.4 |
7.2.1 |
Significant factors |
1.1.1; 1.3.5, Note 2; 1.5 |
7.2.2 |
Significant changes in sales or net income |
1.1.3; 1.1.5; 1.3.5, Note 2; 1.5 |
8 |
CAPITAL RESOURCES |
|
8.1 |
Issuer’s capital |
1.3.4; 1.3.5, Note 22; 1.6.3, Note 15 |
8.2 |
Cash flows |
Introductory chapter (figures); 1.1.6.1; 1.3.3; 1.3.5, Note 21 |
8.3 |
Borrowing requirements and funding structure |
1.1.6; 1.3.5, Note 26; 1.5 (Financial structure and net debt); 1.6.3, Note 17 |
8.4 |
Restriction on the use of capital |
1.5; 1.3.5, Note 26; 1.6.3, Note 17 |
8.5 |
Anticipated sources of funds |
1.1.1.2; 1.3.5, Note 26; 1.6.3, Note 17 |
9 |
REGULATORY ENVIRONMENT |
|
9.1 |
Description of the regulatory environment and influencing exterior factors |
2.1.1.2; 2.1.1.11; 2.1.3.1, 6.1 |
10 |
TREND INFORMATION |
|
10.1 |
a) Main recent trends |
Introductory chapter; 1.1.1.2; 1.2 |
|
b) Significant change in the Group’s financial performance since the closing or a negative statement |
N/A |
10.2 |
Factor likely to have a material effect on the outlook |
Introductory chapter; 1.1.1.2; 1.2; 2.1 |
11 |
PROFIT FORECASTS OR ESTIMATES |
1.2 |
12 |
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND EXECUTIVE MANAGEMENT |
|
12.1 |
Information on members of the Company’s administrative and management bodies |
3.1.2.2 |
12.2 |
Conflicts of interest or negative statement |
3.6 |
13 |
COMPENSATION AND BENEFITS |
|
13.1 |
Compensation and benefits paid or granted |
3.3 |
13.2 |
Provisions for pensions and other benefits |
1.3.5, Note 25 |
14 |
WORKING METHODS OF ADMINISTRATIVE AND MANAGEMENT BODIES |
|
14.1 |
Terms of office |
3.1.2.1; 3.1.2.2 |
14.2 |
Service contracts or appropriate statement |
3.8.3 |
14.3 |
Committees |
3.1.3.1; 3.1.4 |
14.4 |
Compliance with corporate governance rules |
3.4 |
14.5 |
Potential material impacts on and future changes in corporate governance |
3.1.2.5 |
15 |
EMPLOYEES |
|
15.1 |
Breakdown of employees |
Introductory chapter; 4.3 (introduction) ; 4.3.1 |
15.2 |
Equity investments and stock options |
3.1.2.1; 3.1.2.2; 3.3.1.2.2.3; 3.3.1.2.3; 3.3.1.4.2; 4.3.1.4 ; 5.1.1; 5.2.4 |
15.3 |
Employee profit-sharing agreements |
3.3.3; 4.3.1.4; 5.2.4 |
16 |
MAJOR SHAREHOLDERS |
|
16.1 |
Breakdown of capital or appropriate statement |
5.1 |
16.2 |
Different voting rights or appropriate statement |
5.1; 6.1 |
16.3 |
Control of the issuer |
5.1; 6.1 |
16.4 |
Shareholders’ agreement |
6.1 |
17 |
RELATED-PARTY TRANSACTIONS |
|
17.1 |
Details of transactions |
1.3.5, Note 32; 3.8.1 |
18 |
FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS, LIABILITIES, FINANCIAL POSITION AND RESULTS |
|
18.1 |
Historical financial information |
|
18.1.1 |
Audited historical financial information |
1.3; 1.4; 1.6; 1.7; 6.1 |
18.1.2 |
Change of accounting reference date |
N/A |
18.1.3 |
Accounting standards |
1.3.5, Note 1; 1.6.3, Note 1 |
18.1.4 |
Change of accounting framework |
1.3.5, Note 1 |
18.1.5 |
Minimum content of audited financial information |
1.3; 1.6; 6.1 |
18.1.6 |
Consolidated financial statements |
1.3 |
18.1.7 |
Date of latest financial information |
1.3; 1.6 |
18.2 |
Interim and other financial information |
|
18.2.1 |
Quarterly or half-yearly financial information |
N/A |
18.3 |
Audit of historical annual financial information |
|
18.3.1 |
Audit report |
1.4; 1.7; 6.1 |
18.3.2 |
Other audited information |
N/A |
18.3.3 |
Unaudited financial information |
N/A |
18.4 |
Pro forma financial information |
|
18.4.1 |
Significant change in gross values |
N/A |
18.5 |
Dividend policy |
|
18.5.1 |
Description or negative statement |
1.3.5, Note 35; 5.4.4; 6.1 |
18.5.2 |
Amount of dividend per share |
1.3.5, Note 35; 5.4.3 |
18.6 |
Legal and arbitration proceedings |
1.3.5, Note 24; 2.1.3.2 |
18.7 |
Significant change in the issuer’s financial position |
1.1.1.2; 1.2; 1.3.5, Note 2; 1.6.3, Note 2 |
19 |
ADDITIONAL INFORMATION |
|
19.1 |
Capital stock |
|
19.1.1 |
Amount of capital issued |
5.1.1 |
19.1.2 |
Shares not representing the capital |
N/A |
19.1.3 |
Treasury shares |
5.1.1; 5.3 |
19.1.4 |
Securities |
N/A |
19.1.5 |
Vesting conditions and/or any obligations |
N/A |
19.1.6 |
Option or agreement |
6.1 |
19.1.7 |
History of the capital stock |
5.1.1; 5.2.3 |
19.2 |
Memorandum and bylaws |
|
19.2.1 |
Registration and corporate purpose |
6.1 |
19.2.2 |
Existing share categories |
5.1.1 |
19.2.3 |
Provisions affecting a change in control |
6.1 |
|
|
|
20 |
MAJOR CONTRACTS |
|
20.1 |
Summary of each contract |
6.1 |
21 |
DOCUMENTS AVAILABLE |
|
21.1 |
Statement on documents available for consultation |
6.1 |
Cross-reference table on information required in the annual financial report
For ease of reading, the cross-reference table below identifies information in this Universal Registration Document that also appears in the annual financial report that listed companies are required to publish under Article L. 451-1-2 of the French Monetary and Financial Code and Article 222-3 of the AMF’s General Regulation.
No. |
Information |
Sections |
---|---|---|
1. |
Financial statements |
1.6 |
2. |
Consolidated financial statements |
1.3 |
3. |
Management report (minimum information within the meaning of Article 222-3 of the AMF General Regulation) |
See cross-reference table of the management report below |
4. |
Declaration by the persons responsible for the annual financial report |
6.5 |
5. |
Statutory Auditors’ reports on the parent company and consolidated financial statements |
1.4; 1.7 |
Cross-reference table on information required in the management report
For ease of reading, the cross-reference table below identifies information in this Universal Registration Document that makes up the management report (including the corporate governance report), pursuant to Article L. 225-100 of the French Commercial Code.
No. |
Information |
Reference texts |
Sections |
---|---|---|---|
1. |
GROUP SITUATION AND BUSINESS |
|
|
1.1. |
Situation of the Company during the past period and objective and exhaustive analysis of changes to the business, the results and the financial position of the Company and the Group, in particular its debt position, with regard to the volume and complexity of business |
Articles L. 225-100-1, I., 1°, L. 232-1, II, L. 233-6 and L. 233-26 Comm. Code |
Introductory chapter; 1.1.1 to 1.1.6; 1.2; 1.5; 1.6.3, Note 2 |
1.2. |
Key financial performance indicators |
Article L. 225-100-1, I., 2 Comm. Code |
Introductory chapter; 1.1.1 to 1.1.6; 1.2; 1.5 |
1.3. |
Key non-financial performance indicators relating to the specific business of the Company and the Group, in particular information relating to environmental and personnel issues |
Article L. 225-100-1, I., 2 Comm. Code |
4.1.3.1; 4.1.3.2; 4.1.1.1 ; 4.2; 4.3 and 4.4 |
1.4. |
Significant events occurring between the closing date and the date on which the management report was prepared |
Articles L. 232-1, II. and L. 233-26 Comm. Code |
1.1.1; 1.3.5, Note 2 and 3; 1.6.3, Note 2 |
1.5. |
Identity of the main shareholders and holders of voting rights at General Meetings, and changes made during the financial year |
Article L. 233-13 Comm. Code |
5.1 |
1.6. |
Existing branches |
Article L. 232-1, II Comm. Code |
1.3.6 |
1.7. |
Significant equity investments in companies with their registered office in France |
Article L. 233-6 par. 1 Comm. Code |
1.3.5, Note 2; 1.6.5 |
1.8. |
Cross-shareholdings |
Articles L. 233-29, L. 233-30 and R. 233-19 Comm. Code |
N/A |
1.9. |
Foreseeable changes in the situation of the Company and the Group and future outlook |
Articles L. 232-1, II and L. 233-26 Comm. Code |
1.2 |
1.10. |
Research and development activities |
Articles L. 232-1, II and L. 233-26 Comm. Code |
Introductory chapter; 1.3.5, Notes 5.4 and 11 |
1.11. |
Table showing the Company’s results for each of the last five periods |
Article R. 225-102 Comm. Code |
1.6.4 |
1.12. |
Information on supplier and customer payment terms |
Article D. 441-4 Comm. code |
1.5 |
1.13. |
Amount of inter-company loans granted and statement by the Statutory Auditor |
Articles L. 511-6 and R. 511-2-1-3 Mon. and Fin. Code |
N/A |
2. |
INTERNAL CONTROL AND RISK MANAGEMENT |
|
|
2.1. |
Description of the main risks and uncertainties facing the Company |
Article L. 225-100-1, I., 3 Comm. Code |
2.1. |
2.2. |
Information on the financial risks related to the effects of climate change and presentation of the measures taken by the Company to reduce them by implementing a low-carbon strategy in all aspects of its activity |
Article L. 22-10-35, 1 Comm. Code |
2.1.1.2; 4.2.3 |
2.3. |
Main characteristics of the internal control and risk management procedures implemented by the Company and the Group relating to the preparation and processing of accounting and financial information |
Article L. 22-10-35, 2 Comm. Code |
2.2 |
2.4. |
Information on the objectives and policy regarding the hedging of each main category of transactions and on exposure to price, credit, liquidity and cash risks, including the use of financial instruments |
Article L. 225-100-1., 4 Comm. Code |
1.3.5, Note 30; 1.6.3, Note 21; 2.1.2; |
2.5. |
Anti-corruption system |
Law no. 2016-1691 of December 9, 2016 known as “Sapin II” |
2.2.2.4 and 2.2.2.5 |
2.6. |
Vigilance plan and report on its effective implementation |
Article L. 225-102-4 Comm. Code |
w2.1.3.3; 4.3.2.5; 4.3.4.4 |
|
|
|
|
3. |
CORPORATE GOVERNANCE REPORT |
|
|
Compensation information |
|
|
|
3.1. |
Compensation policy for corporate officers |
Articles L. 22-10-8, I., paragraph 2 and R. 22-10-14 Comm. Code |
3.3 |
3.2. |
Compensation and all benefits paid during the financial year or allocated for the financial year to each corporate officer |
Articles L. 22-10-9, I., 1 and R. 22-10-15 Comm. Code |
3.3.1; 3.3.2 |
3.3. |
Relative proportion of fixed and variable compensation |
Article L. 22-10-9, I., 2 Comm. Code |
3.3.1 |
3.4. |
Use of the option to request the return of variable compensation |
Article L. 22-10-9, I., 3 Comm. Code |
N/A |
3.5. |
Commitments of any kind made by the Company for the benefit of its corporate officers, corresponding to elements of compensation, indemnities or benefits due or likely to be due as a result of the assumption, termination or change of their duties or after the exercise of these |
Article L. 22-10-9, I., 4 Comm. Code |
3.3.1; 3.3.4 |
3.6. |
Compensation paid or allocated by a company included in the scope of consolidation within the meaning of Article L. 233-16 Comm. Code |
Article L. 22-10-9, I., 5 Comm. Code |
N/A |
3.7. |
Ratios between the level of compensation of each executive corporate officer and the average and median compensation of employees of the Company |
Article L. 22-10-9, I., 6 Comm. Code |
3.3.1.3 |
3.8. |
Annual change in compensation, Company performance and average Company employee compensation and the above-mentioned ratios over the five most recent periods |
Article L. 22-10-9, I., 7 Comm. Code |
3.3.1.3 |
3.9. |
Explanation of how the total compensation complies with the adopted compensation policy, including how it contributes to the long-term performance of the Company and how the performance criteria were applied |
Article L. 22-10-9, I., 8 Comm. Code |
3.3.1 |
3.10. |
Method of taking into account the vote of the last Ordinary General Meeting provided for in I of Article L. 22-10-34 Comm. Code |
Article L. 22-10-9, I., 9 Comm. Code |
3.3.4 |
3.11. |
Deviation from the procedure for implementing the compensation policy and any exceptions |
Article L. 22-10-9, I., 10 Comm. Code |
3.3.1 |
3.12. |
Application of the provisions of the second paragraph of Article L. 225-45 (suspension of payment of compensation to Board members in case of non-compliance with gender equality on the Board of Directors) |
Article L. 22-10-9, I., 11 Comm. Code |
N/A |
3.13. |
Allocation and retention of options by corporate officers |
Articles L. 225-185 and L. 22-10-57 Comm. Code |
3.3.1.4.1; 3.3.1.4.2 |
3.14. |
Allocation and retention of free shares to executive corporate officers |
Articles L. 225-197-1 and L. 22-10-59 Comm. Code |
3.3.1.2.2.3; 3.3.1.2.3; 3.3.1.4.2; 3.3.4.1.3 |
Governance information |
|
|
|
3.15. |
List of all mandates and functions exercised in any company by each of the corporate officers during the period |
Article L. 225-37-4, 1 Comm. Code |
3.1.2.2 |
3.16. |
Agreements entered into between an officer or a significant shareholder and a subsidiary |
Article L. 225-37-4, 2 Comm. Code |
N/A |
3.17. |
Table summarizing the current delegations of authority granted by the General Meeting to increase the capital |
Article L. 225-37-4, 3 Comm. Code |
5.2.1 |
3.18. |
Modalities of the Executive management |
Article L. 225-37-4, 4 Comm. Code |
3.1.2.4 |
3.19. |
Members, conditions for the preparation and organization of the work of the Board of Directors |
Article L. 22-10-10, 1 Comm. Code |
3.1.3 |
3.20. |
Application of the principle of balanced representation of women and men on the Board |
Article L. 22-10-10, 2 Comm. Code |
3.1.2.5 |
3.21. |
Any limitations that the Board places on the powers of the Chief Executive Officer |
Article L. 22-10-10, 3 Comm. Code |
3.1.2.4; 3.1.3.3 |
3.22. |
Reference to a Corporate Governance Code and application of the comply or explain principle |
Article L. 22-10-10, 4 Comm. Code |
Chapter 3 (introductory paragraph); 3.4 |
3.23. |
Procedures for shareholder participation in the General Meeting |
Article L. 22-10-10, 5 Comm. Code |
6.1 |
3.24. |
Assessment procedure for current agreements – Implementation |
Article L. 22-10-10, 6 Comm. Code |
3.8.2 |
3.25. |
Information likely to have an impact in the event of a public tender offer or exchange offer:
|
Article L. 22-10-11 Comm. Code |
6.1 |
4. |
CAPITAL STOCK AND SHAREHOLDING STRUCTURE |
|
|
4.1. |
Structure, change in the Company’s share capital and crossing of thresholds |
Article L. 233-13 Comm. Code |
5.1.1; 5.1.2; 5.2.3 |
4.2. |
Acquisition and disposal by the Company of its own shares |
Articles L. 225-211 and R. 225-160 Comm. Code |
5.3 |
4.3. |
Statement of employee shareholding on the last day of the period (proportion of capital stock represented) |
Article L. 225-102, paragraph 1 Comm. Code |
5.1.1; 5.2.4 |
4.4. |
Statement of any adjustments for securities giving access to the capital stock in the event of share buy-backs or financial transactions |
Articles R. 228-90 and R. 228-91 Comm. Code |
N/A |
4.5. |
Information on transactions by executives and related persons on the Company’s shares |
Article L. 621-18-2 Mon. and Fin. Code |
3.5.2 |
4.6. |
Amounts of dividends distributed in respect of the three previous periods |
Article 243 bis of the French General Tax Code |
5.4.3 |
5. |
NON‑FINANCIAL PERFORMANCE DECLARATION (NFPD) |
|
|
5.1. |
Business model |
Articles L. 225-102-1 and R. 225-105, I Comm. Code |
Introductory chapter |
5.2. |
Description of the main risks ensuing from the Company’s or the Group’s business, including, when relevant and proportionate, risks generated by business relationships, products, or services |
Articles L. 225-102-1 and R. 225-105, I 1° Comm. Code |
Chapter 2, 4.2.3; 4.2.3.2; 4.3.4; 4.3.4.4; 4.3.2; 4.4.1 |
|
|
|
|
5.3. |
Information about how the Company or the Group takes into account the social and environmental consequences of its business, the impacts of its business on human rights and the fight against corruption and tax evasion (description of the policies implemented and reasonable diligence procedures carried out in order to prevent, identify and mitigate the main risks linked to the Group’s or the Company’s business) |
Articles L. 225-102-1, III, L. 22-10-36 and R. 22-10-29, R. 225-104 and R. 225-105, I 2° Comm. Code |
4.1.3.1; 4.1.3.2; 4.1.1.1; 4.2; 4.3; 4.4 |
5.4. |
Results of the policies implemented by the Company or the Group, including key performance indicators |
Articles L. 225-102-1 and R. 225-105, I 3° Comm. Code |
4.1.3.1; 4.1.3.2; 4.1.1.1; 4.2; 4.3; 4.4 |
5.5. |
Social information (employment, work organization, health and safety, social relationships, trainings, equality of treatment) |
Articles L. 225-102-1 and R. 225-105, II. A. 1° Comm. code |
4.1.3.1; 4.3.1 |
5.6. |
Environmental information (general environment policy, pollution, circular economy, climate change) |
Articles L. 225-102-1 and R. 225-105, II. A. 2° Comm. Code |
4.1.3.1; 4.2 |
5.7. |
Societal information (societal commitments in favor of a sustainable development, subcontracting and suppliers, practices loyalty) |
Articles L. 225-102-1 and R. 225-105, II. A. 3° Comm. Code |
4.1.3.1; 4.3.2; 4.3.3; 4.4 |
5.8. |
Information on the fight against corruption and tax evasion |
Articles L. 225-102-1, L. 22-10-36 and R. 22-10-29 and R. 225-105, II. B. 1° Comm. Code |
4.3.2; 4.4.1 |
5.9. |
Information related to actions in favor of fundamental human rights |
Articles L. 225-102-1, L. 22-10-36 and R. 22-10-29 and R. 225-105, II. B. 2° Comm. Code |
4.3.2; 4.4.1 |
5.10. |
Specific information:
|
Article L. 225-102-2 Comm. Code |
N/A |
5.11. |
Collective Agreements executed within the Company and their impacts on the Company’s economic performance and employee labor conditions |
Articles L. 225-102-1, III and R. 225-105 Comm. Code |
4.3.1; 4.3.1.2; 4..3.2.5 |
5.12. |
Statement of the independent third party on the information contained in the NFPD |
Articles L. 225-102-1, III and R. 225-105-2 Comm. Code |
4.5.1 |
6. |
OTHER INFORMATION |
|
|
6.1. |
Additional tax information |
Articles 223 quarter and quinquies of the French General Tax Code |
N/A |
6.2. |
Injunctions or financial penalties for anti-competitive practices |
Article L. 464-2 Comm. Code |
N/A |
Cross-reference table on information constituting the Group’s Non-Financial Performance Declaration required by Article L. 225-102-1 of the French Commercial Code
Information |
|
Sections |
---|---|---|
Business model |
|
Introductory chapter |
Description of the main risks ensuing from the Company’s or the Group’s business, including, when relevant and proportionate, risks generated by business relationships, products, or services |
|
Chapter 2, Chapter 4, sections:
|
Information about how the Company or the Group takes into account the social and environmental consequences of its business, the impacts of its business on human rights and fight against corruption (description of the policies implemented and reasonable diligence procedures carried out in order to prevent, identify and mitigate the main risks linked to the Group’s or the Company’s business) |
|
Chapter 4, sections:
|
Results of the policies implemented by the Company or the Group, including key performance indicators |
|
Chapter 4, sections:
|
Social information (employment, work organization, health and safety, social relationships, trainings, equality of treatment) |
|
Chapter 4, sections:
|
Environmental information (general environment policy, pollution, circular economy, climate change) |
|
Chapter 4, sections:
|
Societal information (societal commitments in favor of a sustainable development, subcontracting and suppliers, practices loyalty) |
|
Chapter 4, sections:
|
Information related to the fight against corruption |
|
Chapter 4, sections:
|
Information related to actions in favor of fundamental human rights |
|
Chapter 4, sections:
|
Specific information:
|
|
N/A |
|
|
|
Collective agreements concluded within the Company and their impact on the Company’s economic performance as well as on employees ’working conditions |
|
Chapter 4, sections:
|
Report by the independent third-party |
|
Chapter 4, section:
|