Bureau Veritas : 2020 Universal Registration Document (PDF)

SHAPING

• WORLD OF TRUST

UNIVERSAL REGISTRATION DOCUMENT 2020

CONTENTS

OUR BUSINESS MODEL
TO SHAPE A WORLD OF TRUST	2	NFS
Messages from the Chairman
and the Chief Executive Officer	2
The Group's priorities in addressing
the Covid-19 pandemic	6
Our fundamentals	8
Our 6 businesses	10
Our strategy and our ambition	14
Our 2025 CSR plan	16
Our value creation model	18
Our financial
and non-financial performance	20	AFR
Our governance	24

1	PRESENTATION OF THE GROUP	26
	NFS
	1.1	General overview of the Group	28
	1.2	History	32
	1.3	The TIC industry	34
	1.4	Strategy and objectives	38
	1.5	Presentation of business activities	50
	1.6	Accreditations, approvals
		and authorizations	72
	1.7	Research and development, innovation,
		patents and licenses	73	AFR
	1.8	Information and management systems	74
2 CORPORATE SOCIAL
76	AFR
NFS
	RESPONSIBILITY
	2.1	Bureau Veritas' commitment to society	78
	2.2	Main non-financial risks and opportunities	92
	2.3	The four pillars of the roadmap
		to building trust	95
	2.4	Climate plan	139
	2.5	Taxonomy	142
	2.6	2025 CSR strategy	143
	2.7	Duty of care plan	146
	2.8	Indicators and cross-references	149
	2.9	Information compilation methodology	160
3	2.10	Opinion of the independent third party	162
CORPORATE GOVERNANCE	166
	AFR
	3.1	Board of Directors	169

3.2 Organization and functioning of the Board

of Directors	192
3.3 Group management	203

3.4 Statements relating to Corporate Officers 208

3.5	Other information on governance	209
3.6	Corporate Officers' compensation	212

3.7 Interests of Corporate Officers and certain

4	employees	234
RISK MANAGEMENT	242
	4.1 Risk factors	244
	AFR		NFS

4.2 Internal control and risk management

procedures	254
4.3 Insurance	260

4.4 Legal, administrative and arbitration

procedures and investigations

261

5	ACTIVITY REPORT	262
		AFR
	5.1	2020 highlights	264
	5.2	Business review and results	269
	5.3	Cash flows and sources of financing	278
	5.4	Events after the end
		of the reporting period	285
	5.5	2021 outlook	286
	5.6	Definition of alternative performance
		indicators and reconciliation with IFRS	286
	5.7	Significant changes in financial
		and trading conditions	289
6	5.8	Material contracts	289
FINANCIAL STATEMENTS	290
		AFR
	6.1	Consolidated income statement	292
	6.2	Consolidated statement of comprehensive
		income	293
	6.3	Consolidated statement of financial
		position	294
	6.4	Consolidated statement of changes in
		equity	295
	6.5	Consolidated statement of cash flows	296
	6.6	Notes to the consolidated financial
		statements	297
	6.7	Statutory Auditors' report
		on the consolidated financial statements	352
	6.8	Bureau Veritas SA statutory financial
		statements	358
	6.9	Notes to the statutory financial statements 362
	6.10	Additional information regarding
		Bureau Veritas in view of the approval
		of the 2020 financial statements	376
	6.11	Statutory Auditors' report on the financial
7		statements	378
INFORMATION ON THE COMPANY,
SHARE OWNERSHIP AND CAPITAL	382
	7.1	General information	384
	7.2	Simplified Group organization chart
		at December 31, 2020	385
	7.3	Main subsidiaries in 2020	385		AFR
	7.4	Intra-group agreements	388
	7.5	Industrial franchise, brand royalties
		and expertise licensing agreements
		and central services	388
	7.6	Related-party transactions and Statutory
		Auditors' special report on related-party
		agreements and commitments	389
	7.7	Share capital and voting rights	390
		AFR
	7.8	Ownership structure	393
		AFR
	7.9	Stock market information	398
		AFR
8	7.10	Articles of incorporation and by-laws	400
ADDITIONAL INFORMATION	406
	8.1	Persons responsible	408
		AFR
	8.2	Statutory Auditors	409
		AFR
	8.3	Documents on display	410
	8.4	Information incorporated by reference	410
	8.5	Cross-reference tables	411

Components of the Annual Financial Report are identified in this table of contents with the sign AFRComponents of the Non-Financial Statement are identified in this table of contents with the sign NFS

2020 UNIVERSAL REGISTRATION

INCLUDING THE ANNUAL FINANCIAL REPORT DOCUMENT AND THE NON-FINANCIAL

STATEMENT

The French language version of the Universal Registration Document was filed on March 25, 2021 with the AMF, as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation. The Universal Registration Document may be used for the purposes of an offer to the public of securities or an admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129.

This is a free translation into English of the Bureau Veritas 2020 Universal Registration Document issued in French and is provided solely for the convenience of English-speaking readers. In the event of a discrepancy, the French version will prevail.

Bureau Veritas • 2020 Universal Registration Document

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MESSAGES

FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER

ALDO CARDOSO

CHAIRMAN OF THE BOARD

OF DIRECTORS

This year once again, Bureau Veritas has proved exemplary in matters

of transparency,

the basis for the trust that lies at the heart of its mission.

2020 will remain in our memory for many years. The pandemic disrupted all of our daily lives, upending the roadmap of most businesses and making health and safety the top priority. On behalf of the Board of Directors, I would like to thank all of our employees for their tireless efforts and exemplary service to our clients. I would also like to thank our clients, suppliers, subcontractors and shareholders for their trust.

Bureau Veritas did its utmost to keep its employees safe, ensure the continuity of its business and deliver continuing excellence to its clients. Our management team made some courageous decisions in order to safeguard our Company, including a tight rein on expenditure, a temporary reduction in investments, and pay cuts in many regions.

• Bureau Veritas • 2020 Universal Registration Document

In these unprecedented circumstances, to protect Bureau Veritas from the worst of the crisis and retain its ability to bounce back when the pandemic ends, the Board of Directors unanimously decided to recommend that the Shareholders' Meeting cancel the dividend payment. This important decision also reflects our values and responsibility towards our ecosystem.

Throughout this period of upheaval, Bureau Veritas stands out for its robust financial position and resilient business model. The profound transformation begun in 2015, which has seen us sharpen our focus on new, fast-growing markets, diversify our geographic footprint and digitalize our services, has proven its effectiveness. Thanks to this strategy, we have been able to weather the storm, supported by the strong fundamentals of the Group and the TIC market as a whole, whose structural growth outlook remains upbeat.

In this context, our role of building trust by minimizing risks and optimizing the performance of our clients in terms of quality, health and safety, and sustainability takes on even more importance. We therefore look to the future with confidence, aware that the Group will continue to create value over the long term for all of its stakeholders, thanks to its robust business model.

This year once again, Bureau Veritas has proved exemplary in matters of transparency - the basis for the trust that lies at the heart of its mission - and of corporate social responsibility. The Group picked up various awards for its efforts in these areas in 2020, including being listed as a "Gold Class" member in the 2021 Sustainability Yearbook compiled by S&P Global - Dow Jones Sustainability Indices (DJSI).

In terms of corporate governance, the Board of Directors took an active role in supporting and assisting management during this unprecedented year. The Directors therefore met more frequently than usual to monitor the business and take the decisions needed to protect the Company.

At the same time, we also worked to prepare for the future. The Board and the Strategy Committee analyzed the 2025 strategic plan and Bureau Veritas' value proposition going forward.

In 2021, Bureau Veritas will present its strategic roadmap for the next few years. This plan will be anchored in the strategy pursued by the Group since 2015. The Board of Directors is confident in the Group's ability to swiftly return to profitable and sustainable growth. I would also like to express my full and wholehearted support for Didier Michaud-Daniel and the management team who will oversee the execution of the plan and help us achieve our shared goals. Bureau Veritas is well positioned to continue its development, to build trust between organizations and their clients and to promote responsible progress - a major concern for us all.

Bureau Veritas • 2020 Universal Registration Document

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